Blue Pearl Texspin Ltd.
|BSE: 514440||Sector: Others|
|NSE: N.A.||ISIN Code: INE439N01023|
|BSE 00:00 | 05 Dec||32.25||
|NSE 05:30 | 01 Jan||Blue Pearl Texspin Ltd|
Blue Pearl Texspin Ltd. (BLUEPEARL) - Director Report
Company director report
BLUE PEARL TEXSPIN LIMITED
Your Directors take pleasure in presenting their 30th AnnualReport of the Company along with the Audited Financial Statements for the period ended 31stMarch 2022.
1. FINANCIAL RESULTS:
The financial Results are briefly indicated below:
(Amount in Lakhs)
2. FINANCIAL OPERATIONS:
Members are aware that business environment continues to be volatiledue to global slowdown uncertain environment and high fiscal deficit and inflation. Hencethere are difficult economic conditions coupled with fierce competition high inflationarymarket conditions. During the period ended 31st March 2022 the loss after tax of theCompany amounting to Rs. -2.35/- as against the profit after tax amounting to Rs. 0.19/-for the period ended 31st March 2021.
3. DIVIDEND AND TRANSFER TO RESERVES:
Considering the financial results of the Company for 2021-22 and theunsettled business environment the Company is unable to declare a dividend for thecurrent year. No amount is being transferred to reserves during the year under review.
During the period under review your Company has not accepted anydeposits from the public as such no amount of principal or interest on public depositswas outstanding as on the date of the Balance Sheet.
5. LISTING FEES:
Being listed at BSE Limited Mumbai the Company has duly paid thelisting fees.
6. SHARE CAPITAL:
The paid-up equity share capital of your company stood at Rs. 2560000consisting of 256000 equity shares of Rs. 10/- each fully paid-up. During the year underreview the Company has not issued shares with differential voting rights nor has grantedany stock options or sweat equity. As on 31st March 2022 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.
7. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES:
The company does not have any subsidiary company within the meaning ofSection 2(87) of the Companies Act 2013. There are no associates or joint venturecompanies within the meaning of Section 2(6) of the Companies Act 2013 and thereforeprovision with respect to Section 129 of the Companies Act 2013 are not applicable to theCompany.
8. WHISTLE BLOWER:
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014 read with Section 177(9) of the Act and as per Regulation 22 of the ListingRegulations (as amended from time to time) the Company has framed Vigil Mechanism/Whistle Blower Policy ("Policy") to enable Directors and employees to reportgenuine concerns or grievances significant deviations from key management policies andreports on any non-compliance and wrong practices e.g. unethical behaviour fraudviolation of law inappropriate behaviour/conduct etc. The detailed Vigil MechanismPolicy is available at Company's Website www.bluepearltexspin.com.
9. PARTICULARS OF EMPLOYEES AND REMUNERATION:
No details as required under section 197 (12) of the Companies Act 2013and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 have been provided during the year as the Directors of the Company do not draw anyRemuneration.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
At the 29th Annual General Meeting held on 29thSeptember 2021 Ms. Savita Bhaliya (DIN- 07192068) Whole-time Director who was liable toretire by rotation and being eligible was reappointed.
During the year under review Mr. Subhash Patle (DIN: 00369492) wasappointed as Additional Independent Director (Non-Executive) by the Board of Directors ofthe Company with effect from 13th February 2021 and resigned as an Additional IndependentDirector of the company w.e.f. 13th August 2021 due to pre-occupation.
Mr. Bhavinkumar Thakkar (DIN: 09083725) was appointed as AdditionalIndependent Director (Non-Executive) by the Board of Directors of the Company with effectfrom 13th August2021 and regularized as Independent Director (Non-Executive) with effectfrom 29th Annual General Meeting held on 29th September 2021.
The Board of Directors at its meeting held on February 1st 2022subject to the approval of shareholders approved the re-appointment of Ms Savita KishanBhaliya (DIN: 07192068) as wholetime director designated as Key Managerial Personnel for afurther period of five years commencing from February 01 2022 till January 31 2027.
11. NUMBER OF BOARD MEETINGS:
During the financial year the Board of Directors had met 7 (Seven)times on 13 th May 2021 09th June 2021 13th August 2021 28th August 2021 14thNovember 2021 14th February 2022 and 05th March 2022.
12. COMMITTEES OF THE BOARD:
The Board has constituted Committees pursuant to provisions ofCompanies Act 2013 and rules framed there under and Listing Agreement entered with StockExchanges.
The committees of the Board are Audit Committee StakeholdersRelationship Committee and Nomination and Remuneration Committee.
THE COMPOSITION OF AUDIT COMMITEE OF BLUE PEARL TEXSPIN IS AS FOLLOWS.
THE COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITEE OF THE BOARD OFBLUE PEARL TEXSPIN IS AS FOLLOWS.
THE COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITEE OF THE BOARD OFBLUE PEARL TEXSPIN IS AS FOLLOWS.
*Mr. Subhash Patle was appointed as a Non-Executive Director of theCompany w.e.f. 13th February 2021 and he was designated as Member of Auditcommittee on the same date. Further he resigned from the Board w.e.f. 13thAugust 2021. Consequently he ceased to be member of Audit Committee w.e.f. 13thAugust 2021.
** Mr. Bhavinkumar Thakker was appointed as a Non-ExecutiveIndependent Director of the Company w.e.f. 13th August 2021 and he wasdesignated as Member of Audit committee on the same date.
13. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Boardthat they fulfil all the requirements as stipulated in Section 149(7) of the CompaniesAct 2013 and Regulation 25(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 so as to qualify themselves to be appointed as IndependentDirectors under the provisions of the Companies Act 2013 and the relevant rules.
14. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act the Board of Directors to thebest of its knowledge and ability confirm that:
a) In the preparation of the Annual financial statements for the yearended 31st March 2022 the applicable accounting standards have been followed along withproper explanation relating to material departures if any.
b) Have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the Company for that period.
c) Have taken proper and sufficient care for the maintenances ofadequate accounting records in accordance with the provision of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
d) Have prepared the Annual accounts on a going concern basis.
e) Have laid down proper internal financial controls to be followed bythe company and that such financial controls are adequate and are operating effectively.
f) Have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Pursuant to Section 139 of the Companies Act 2013 and Rules madethereunder the Company at its 27th AGM appointed M/s. C.P. Jaria & Co.Chartered Accountants (Firm registration No: 104058W) as the Statutory Auditors of theCompany for a period of 5 years from the conclusion of 27th AGM until theconclusion of 31st AGM of the Company. The Company has received confirmationfrom the Auditors that they are eligible to continue as the statutory auditors of theCompany.
Pursuant to amendments in Section 139 of the Companies Act 2013 therequirements to place the matter relating to such appointment for ratification by Membersat every AGM has been done away with.
Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014and Regulation 24A of Listing Regulations the Company has appointed M/s. HSPN &Associates LLP Practicing Company Secretaries to undertake the Secretarial Audit of theCompany for the financial year 2022-2023.The Secretarial Audit Report (MR-3) signed by Mr.Prakash Naringrekar (ACS No: 5941) Partner HSPN & Associates LLP CompanySecretaries for the year ended on 31st March 2022 is self-explanatory and is annexedherewith as "Annexure II".
Pursuant to Section 138 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 the Company has appointed M/s. Phophalia S & AssociatesChartered Accountants as the Internal Auditors of the Company for Financial Year2022-2023.
For the FY 2022-23 cost audit is not applicable to the Company as theexport turnover is more than 75% of the total turnover. Hence the Company has notappointed Cost Auditor.
16. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY TN THEIRREPORTS:
a) Observations of Statutory Auditors on Accounts for the year ended 31stMarch 2022:
There are no qualifications reservations or adverse remarks ordisclaimer made by the Statutory Auditors in respect of financial statements as on and forthe year ended 31st March 2022.
b) Observations of Secretarial Audit Report for the year ended 31stMarch 2022:
The observations as per Secretarial Audit Report and the Board'sReply is as under:
The company has not dematerialized 100% of Shareholding ofPromoter and Promoter Group as per Regulation 31(2) of Listing Obligations and Disclosurerequirements Regulation 2015.
Board's Reply: The Promoter shareholding will be converted intoDemat at the earliest as per regulations 31 (2) of LODR.
The Company has not maintained Structural Digital Data Base asper SEBI Circular SEBI/HO/CFD/DCR1/CIR/P/2018/85.
Board's Reply: The Company is in process of implementing the same.
The Website of the Company is not updated pursuant to Regulation46 of SEBI (Listing of Obligations and Disclosure Requirements) Regulations 2015:
Board's Reply: Due to technical glitches the website of thecompany is not updated. The same will be updated when the technical issue will beresolved.
17. REPORTING OF FRAUDS BY AUDITORS:
During the year under review the Statutory Auditors Cost Auditors andSecretarial Auditors have not reported any instances of frauds committed in the Company byits Officers or Employees to the Audit Committee under Section 143(12) of the Actdetails of which needs to be mentioned in Director's Report.
18. COST RECORDS AND COST AUDIT:
Maintenance of cost records as prescribed under the provisions ofSection 148(1) of the Companies Act2013 was not applicable for the business activitiescarried out by the Company for the FY 2021-22. Accordingly such accounts and records arenot made and maintained by the Company for the said period. The requirement for cost auditwas not applicable for the said period as the export turnover was greater than 75% for theprior year.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year underreview as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to thisAnnual Report as "Annexure I".
20. ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of Companies Act 2013following is the link for Annual Return FY 2021-22.
21. ANNUAL PERFORMANCE EVALUATION OF BOARD:
The performance of Board its Committees and Individual Director werereviewed during the year pursuant to Section 134(3)(p) of the Companies Act 2013. TheSeparate meeting of independent Directors was held during the year to evaluate theperformance of other NonIndependent Directors and of the Board as a whole also theperformances of Committees of the Board were reviewed. The performance of BoardIndividual Directors and Committees were found to be satisfactory.
22. CORPORATE GOVERNANCE REPORT:
The company falls under the criteria 15 (2) (a) of the ListingObligations & Disclosure requirements (LODR) Regulations 2015 as the Paid-up capitalof the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on thelast day of the previous financial year.
As on 31st March 2022 the Company's Paid-up Capital is of Rs.2560000 /- and Net worth is of Rs. (1091200)/-
Hence compliance with Corporate Governance provisions as per ListingObligations & Disclosure requirements (LODR) Regulations 2015 are not applicable tocompany and hence the same is not published in the report.
23. PARTICULARS OFF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 134(M) OF COMPANIES ACT 2013 READ WITHCOMPANIES (ACCOUNTS) RULES 2014:
A) Conservation of energy: -
i) The steps taken or impact on conservation of energy: The Company isvery careful in using the power to reduce the cost of maintenance and conserve theresources.
ii) The steps taken by the Company for utilizing alternate sources ofenergy: N.A.
iii) The capital investment on energy conversation Equipment's:N.A.
B) Technology absorption:
i) The efforts made towards technology absorption: N.A.
ii) The benefits derived like product improvement cost reductionproduct development or import substitution: N.A.
iii) In case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year): N.A.
a) The details of technology imported: N.A.
b) The year of import: N.A.
c) Whether the technology been fully absorbed. N.A.
d) If not fully absorbed areas where absorption has not taken placeand the reasons thereof:
iv) The expenditure incurred on Research and Development: N.A.
C) Foreign Exchange Earnings and Outgo:
i) Total Foreign Exchange Earned: Nil
ii) Total Foreign Exchange Used: Nil
24. CEO/CFO CERTIFICATION:
Certificate of CEO/CFO of the Company on Financial Statements CashFlow Statement for the period ended March 31 2022 and Certificate of CEO for compliancewith Code of Conduct by Board members and Senior Management personnel on Annual basis areenclosed herewith as "Annexure III".
25. PARTICULARS OF LOAN GURANTEES OR INVESTMENT:
During the year the Company has not given any loans given anyguarantee or provided security as per Section 186 of the Companies Act 2013.
26. MEETING OF INDEPENDENT DIECTORS:
The Independent Directors met once during the year to review theworking of the Company its Board and Committees. The meeting decided on the process ofevaluation of the Board and Audit Committee. It designed the questionnaire on limitedparameters and completed the evaluation of the Board by Non-Executive Directors and of theAudit committee by other members of the Board. The same was complied by independentauthority and informed to the members.
27. NOMINATION AND REMUNERATION COMMITTEE:
The Board had constituted Nomination and Remuneration Committeepursuant to the provisions of subsection (1) of Section 178 of Companies Act 2013.Pursuant to subsection (3) of Section 178 of Companies Act 2013 the Nomination andRemuneration Committee has formulated the criteria for determining qualificationspositive attributes and independence of a Director and recommended to the Board thepolicy relating to the remuneration of directors key managerial personnel and otheremployees. The policy is available at Company's website on www.bluepearltexspin. com.
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
None of the transactions with related parties fall under the scope ofSection 188(1) of the Act. Accordingly the disclosure of related party transactions asrequired under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Companyfor Financial Year 2021-2022 and hence does not form part of this report.
29. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has been in compliance with the applicable SecretarialStandards during the financial year 2021-2022.
30. DETAILS TN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS:
The Board hereby reports that the Internal Financial Controls werereviewed by the Audit Committee and adequate Internal Financial Controls existed in theCompany with respect to the Financial Statements for year ended on 31st March 2022 andthe Internal Financial Controls are operating effectively commensurate with size andnature of business operations.
31. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed also discussed at the meetings ofthe Audit Committee and the Board of Directors of the Company.
The Company's internal control systems are commensurate with thenature of its business and the size and complexity of its operations. Significant auditobservations and follow up actions thereon are reported to the Audit Committee.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION. PROHIBITION AND REDRESSAL) ACT 2013:
The Company has duly set up an Internal Complaints Committee (ICC) inline with the requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition &Redressal) Act 2013 to redress complaints received regarding sexualharassment.
The following is a summary of sexual harassment complaints received anddisposed of during the year 2021-22.
Your Directors would like to express their sincere appreciation to theshareholders for the confidence reposed by them in the company and for the continuedsupport and co-operation extended by them. Your Directors also wish to place on recordtheir deep sense of appreciation for the continuing support and efforts of VendorsDealers Business Associates and Employees received during the period ended 31stMarch 2022.