Yours Director hereby present the 29th Annual Report of the Company for thefinancial year ended 31st March 2020.
OPERATIONS & FINANCIAL PERFORMANCE OF THE COMPANY
Detailed information on the development of the Company's activities and the totalrevenue of the Company for the financial year ended 31st March 2020 ismentioned in its financial statements attached to this Annual Report.
The Directors regret their inability to recommend dividend for the year under reviewdue to insufficient profit.
BUSINESS RISK MANAGEMENT
The Company like any other enterprise is exposed to business risk which can beinternal risks as well as external risks. The threats to the segments in which the companyoperates are volatility in Exchange rate & Metal Prices. The company is concernedabout the vide Fluctuations in Copper prices globally and locally and increase in foreignexchange value.
The Company has not accepted deposits covered under Chapter V of the Companies Act2013 and accordingly the disclosure requirements stipulated under the said Chapter arenot applicable.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year under review the company has not given any loans Guarantees andInvestments covered under the provisions of Section 186 of the Companies Act 2013.
CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014 except the remuneration to managerial personnelthere is no other related party transactions to be disclosed.
Your Company is pleased to provide the facility to Members to exercise their right tovote by electronic means and had opt for e-voting through CDSL platform.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 available onthe Company Website (http://bluecloudsoftech.com/)
Your Directors are happy to report that your Company is compliant with the CorporateGovernance requirements as per the provision of SEBI (LODR) Regulations 2015. A separatesection on Corporate Governance together with a certificate from the Statutory Auditor'sconfirming compliance is set out in the Annexure forming part of this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report has been attached and forms part of theAnnual Report.
ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT 2013
(a) Conservation of Energy:
The Company is monitoring the consumption of energy and is identifying measures forconservation of energy.
(i) the steps taken by the company for utilizing alternate sources of energy -Nil
(ii) the capital investment on energy conservation equipments - Nil
(b) (i) Technology Absorption adaptation and innovation:- Indigenous Technology isinvolved for the manufacturing the products of the Company.
(ii) Research and Development (R & D): No research and Development has been carriedout.
(c) Foreign exchange earnings: Nil
(d) Foreign exchange out go: Nil
PARTICULARS OF EMPLOYEES
The Directors are to report that none of the employee was in receipt of remunerationexceeding the limit prescribed under rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
The provisions of Section 139(2) of the Companies Act 2013 and the Rules madethere-under mandated the Company to rotate its Statutory Auditors and Board of Directorsof the Company (on recommendation of Audit Committee) in its meeting held on 1st September2017 has (which was ratified by the shareholders in the Annual General meeting to heldon 28th September 2017) approved the appointment of M/s. P C N &Associates. (FRN: 016016S) Chartered Accountants as the Statutory Auditors of theCompany for a period of Five Years.
However pursuant to the amendments made to Section 139 Act by the Companies(Amendment) Act 2017 effective from May 7 2018 the requirement of seeking ratificationof the members for appointment of Statutory Auditors has been withdrawn. In view of thesame the ratification of members for continuance of appointed M/s. P C N &Associates Chartered Accountants as the Statutory Auditors of the Company is not beingsought
In this Regard M/s. PCN & Associates has provided a declaration stating that theyare not disqualified to continue to act as the Statutory Auditors of the Company.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board has carried out an annual performance the directors individually as well as theevaluation of the working of its Audit and Nomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARDMEETINGS:
The Board of Directors met 7 (Seven) times during the Financial Year 2019-2020.Attendance of Directors is detailed in the Corporate Governance Report.
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|14-11-2019 ||13-12-2019 ||14-02-2020 || |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c)of the Companies Act 2013 withrespect to Directors responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures ; b. That thedirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year ended 31st March2020 and of the profit and loss of the company for that period; c. That the directors havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; d. That the directors haveprepared the annual accounts on a going concern basis. e. that proper internal financialcontrols were in place and that the financial controls were adequate and were operatingeffectively; f. that systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.
During the year ended March 31 2020 the Company does not have any materiallisted/unlisted subsidiary companies as defined in the Companies Act 2013 & SEBI(LODR) Regulations 2015. The policy on determining material unlisted subsidiary of theCompany is approved by the Board of Directors of the company.
The Board of Directors of the company are committed to maintain the highest standard ofhonesty openness and accountability and recognize that employees have important role toplay in achieving the goal. As a public company the integrity of the financial matters ofthe Company and the accuracy of financial information is paramount. The stakeholders ofthe Company and the financial markets rely on this information to make decisions. Forthese reasons the Company must maintain workplace where it can retain and treat allcomplaints concerning questionable accounting practices internal accounting controls orauditing matters or concerning the reporting of fraudulent financial information to ourshareholders the Government or the financial markets. The employees should be able toraise these free of any discrimination retaliation or harassment. Pursuant to the policyemployees are encouraged to report questionable accounting practices to Mrs. G ManiChairman of Audit Committee through email or by correspondence through post.
Familiarisation programme for Independent Directors
Pursuant to the provisions of SEBI ( LODR) Regulations 2015 the Company has formulateda programme for familiarising the Independent Directors with the company their rolesrights responsibilities in the company nature of the industry in which the companyoperates business model of the company etc through various initiatives.
Key Managerial Personnel
The company has appointed Mr. B Ravi Kumar Managing Director of the Company as ChiefExecutive Officer of the Company and Mr. J Nagendra Prasad as Chief Financial Officer ofthe Company to comply with the provisions of Section 203 of the Companies Act 2013. Mrs.Shraya Jaishwal was appointed as Whole Time Company Secretary and as the Compliance officeof the Company w.e.f 13-12-2019.
Related Party Transaction
Policy on dealing with Related Party Transactions is approved by the Board
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons (exceptremuneration) which may have a potential conflict with the interest of the Company atlarge. The same was discussed by the Audit Committee as also the Board. The policy onRelated Party Transactions as approved by the Board. None of the Directors has anypecuniary relationships or transactions vis--vis the Company. Internal FinancialControls The Company has in place adequate internal financial controls with reference tofinancial statements. Periodic audits are undertaken on a continuous basis covering allthe operations i.e. manufacturing sales & distribution marketing finance etc.Reports of internal audits are reviewed by management from time to time and desiredactions are initiated to strengthen the control and effectiveness of the system.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport is obtained by the company and forms part of this Annual report. Disclosurespursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are forms part of the Board's Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyforms part of the Board's Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The details pertaining to criteria for determining qualifications positiveattributes and independence of a Director and remuneration policy have been provided inSection of the attached Corporate Governance Report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 The Company has in place an Anti Sexual Harassment Policy in linewith the requirements of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal committee has been set up to redress the complaintsreceived regarding sexual harassment at workplace. All employees including trainees arecovered under this policy. Personnel The relationship between the management and the staffwas very cordial throughout the year under review. Your Directors take this opportunity torecord their appreciation for the cooperation and loyal services rendered by theemployees.
Your Directors place on record their appreciation of the continuous assistance andco-operation extended to your Company by the valued customers bankers Reserve BankIndia SEBI Bombay Stock Exchange Limited and all other regulatory Authorities. TheDirectors also sincerely acknowledge the significant contributions made by all theemployees for their dedicated services to the Company.