BLUE PEARL TEXSPIN LIMITED
Your Directors take pleasure in presenting their 27th Annual Report of the Companyalong with the Audited Financial Statements for the period ended 31st March 2019.
1. FINANCIAL RESULTS:
The financial Results are briefly indicated below:
| || ||(Amount in Lakhs) |
|PARTICULARS ||Period/ year ended ||Previous year ended |
| ||31.03.2019 ||31.03.2018 |
|Total Revenue ||16.47 ||17.46 |
|Total expenses ||16.35 ||17.31 |
|Profit/ (loss) before tax ||0.12 ||0.14 |
|Profit/ (loss) after tax ||0.10 ||0.12 |
2. FINANCIAL OPERATIONS:
Members are aware that business environment continues to be volatile due to globalslowdown uncertain environment and high fiscal deficit and inflation. Hence there aredifficult economic conditions coupled with fierce competition high inflationary marketconditions. During the period ended 31st March 2019 the profit after tax of the Companyamounting to Rs. 0.10 lacs/- The Company is striving its best possible efforts to befierce in the market remain competitive in the market and ensure stakeholderssatisfaction.
3. DIVIDEND AND TRANSFER TO RESERVES:
No dividend was declared during the year by the Company. No amount is being transferredto reserves during the year under review.
During the period under review your Company has not accepted any deposits from thepublic as such no amount of principal or interest on public deposits was outstanding ason the date of the Balance Sheet.
5. WHISTLE BLOWER:
The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism(http://www.bluepearltexspin.com/ investor_relation_cg.html) for Directors and Employeesof the Company to report concerns about unethical behaviour actual or suspected fraud orviolations of Company's Code of Conduct or Ethics Policy. The detailed Vigil MechanismPolicy is available at Company's Website www.bluepearltexspin.com.
6. PARTICULARS OF EMPLOYEES:
No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have beenprovided during the year and the Directors of the Company do not draw any Remuneration.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Om Prakash Madhogarhia and Mr. GaneshbhaiSahebraobhai Sengadani resigned from the post of Independent Director w.e.f 23rd July2018 and 13th August 2018 respectively. There was change in designation of Mr. Arun KumarSharma from Whole Time Director to Non-Executive Director in the Board Meeting heldon 14th February 2019. Consequent to this he ceases to be the CEO of the Company w.e.f14th February 2019. Ms. Savita Kishan Bhalia was appointed as the Whole Time Director andCEO of the Company for a period of 3 years w.e.f. 14th February 2019. Ms. Payal Jeerawalawas appointed as Company Secretary & Compliance officer of the Company w.e.f.1stAugust 2018.
8. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES:
The company does not have any subsidiary Joint Venture or Associate company andtherefore provision with respect to Section 129 of the Companies Act 2013 are notapplicable to the Company.
9. DIRECTOR'S RESPONSIBILITY STATEMENT:
As required under Section 134 (3) (c) of the Companies Act 2013 your Directors'confirm that:
i. In the preparation of the Annual Accounts for the year ended on 31st March 2019the applicable accounting standards have been followed along with proper explanationrelating to material departures.
ii. The Directors 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 on 31stMarch 2019 and of the Profit or Loss of the Company for that period.
iii. The Directors 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.
iv. The Directors have prepared the Annual accounts on a going concern basis.
v. The Director have laid down proper internal financial controls to be followed by thecompany and that such financial controls are adequate and are operating effectively
vi. The Director have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
10. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:
Since the Company is not a manufacturing unit provisions of Section 134 (3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 regardingconservation of energy technology absorption is not applicable.
11. NUMBER OF BOARD MEETINGS:
During the financial year the Board of Directors had met 5 (five) times on 23rd May2018 23rd July 2018 13th August 2018 14th November 2018 14th February 2019.
12. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the period under review there were no Foreign Exchange Earnings and Outgo.
13. AUDITORS REPORT:
Since notes to account are self-explanatory no further explanation is given by theBoard as such. Further the Auditors Report to the Shareholders does not contain anyadverse remarks or qualification.
14. STATUTORY AUDITORS:
M/s. C.P. Jaria & Co. Chartered Accountants having Firm registration No: 104058WMumbai are re-appointed as Statutory Auditors of the Company for a period of 5 years fromthe conclusion of this AGM till the conclusion of the AGM to be held in the year 2023. TheCompany has received a certificate from the auditor stating their eligibility to act asStatutory Auditor of your company.
15. COMMITTEES OF THE BOARD:
The Board has constituted Committees pursuant to provisions of Companies Act 2013 andrules framed there under and Listing Agreement entered with Stock Exchanges.
The committees of the Board are Audit Committee Stakeholders Relationship Committeeand Nomination and Remuneration Committee.
16. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management's Discussion and Analysis Report for the year under review asstipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is present is forming part of this Annual Report. Annexure 1.
17. EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT 9 pursuant to section 92 (3) of theCompanies Act 2013 and rule 12 (1) of Companies (Management and Administration) Rules2014 are as per Annexure to this Report as Annexure 2.
18. EVALUATION OF BOARD:
The performance of Board its Committees and Individual Director were reviewed duringthe year pursuant to subsection (p) (3) of Section 134 of the Companies Act 2013. TheSeparate meeting of independent Directors was held during the year to evaluate theperformance of other Non-Independent 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.
19. CORPORATE GOVERNANCE REPORT:
The company falls under the criteria 15 (2) (a) of the Listing Obligations &Disclosure requirements (LODR) Regulations 2015 as the Paid-up capital of the company wasbelow Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of theprevious financial year.
As on 31st March 2019 the Company's Paid up Capital is of Rs. 2560000 /- and Networth is of Rs.(888653)/-
Hence compliance with Corporate Governance provisions as per Listing Obligations &Disclosure requirements (LODR) Regulations 2015 are not applicable to company and hencethe same is not published in the report.
20. SECRETARIAL AUDIT:
The Secretarial Audit Report signed by Mr. Prasad Chavan (ACS No: 49921) Partner HSAssociates Company Secretaries for the year ended on 31st March 2019 isself-explanatory. Also annexed herewith Secretarial Audit Report (MR-3) as Annexure 3as provided by M/s. HS Associates for the secretarial audit conducted by them for theperiod 2018-2019 under review.
The Board has appointed M/s. HS Associates Company Secretaries as the SecretarialAuditors of the Company for the Secretarial Audit of the financial year ended on 31stMarch 2020.
21. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The auditor's report does not contain any qualifications reservations or adverseremarks.
However the secretarial Audit Report contains qualifications which are tabled belowalong with the Directors Report.
|Secretarial Auditor's Remarks ||Director's Comments |
|The company has not appointed Company Secretary as required under section 203 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 till 1st August 2018. ||The Company had already initiated the process of finding a suitable candidate for the post of Company Secretary and after long process the Company has appointed Company Secretary w.e.f 1st August 2018. |
|The company has not dematerialized 100% of Shareholding of Promoter and Promoter Group as per Regulation 31(2) of Listing Obligations and Disclosure requirements Regulation 2015. ||The Promoter shareholding will be converted into Demat at the earliest as per regulations 31 (2) of LODR. |
|The Company is not in compliance with respect to Circular issued by SBEI on Strengthening the Guidelines and Raising Industry standards for RTAs Issuer Companies and Banker circular no. SEBI/HO/MIRSD/DOS3/CIR/P/2018/115 dated July 16 2018 read with SEBI circular No. SEBI/HO/ MIRSD/DOP1/CIR/P/2018/73 dated April 20 2018. ||The Company is in the process of complying with the said circular issued by SEBI. |
The Report of the secretarial auditor in MR-3 is given as an annexure which forms partof this report.
22. CEO/CFO CERTIFICATION:
Certificate of CEO/CFO of the Company on Financial Statements Cash Flow Statement forthe period ended March 31 2019 and Certificate of CEO for compliance with Code of Conductby Board members and Senior Management personnel on Annual basis are enclosed herewith as Annexure4.
23. INTERNAL AUDITORS:
According to the recommendation of the Audit Committee the Board has appointed Mr.Phophalia S & Associates Chartered Accountants as an internal auditor of the Companyfor the financial year 2019-2020.
24. LISTING FEES:
Being listed at BSE Limited Mumbai the Company has duly paid the listing fees.
25. PARTICULARS OF LOAN GURANTEES OR INVESTMENT:
During the year the Company has not given any loans given any guarantee or providedsecurity as per Section 186 of the Companies Act 2013.
26. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:
As per the declarations received from Independent Directors their appointment as anIndependent Director of the Company was in compliance with Section 149 (6) of theCompanies Act 2013.
27. MEETING OF INDEPENDENT DIECTORS:
The Independent Directors met once during the year to review the working of theCompany its Board and Committees. The meeting decided on the process of evaluation of theBoard and Audit Committee. It designed the questionnaire on limited parameters andcompleted the evaluation of the Board by Non-Executive Directors and of the Auditcommittee by other members of the Board. The same was complied by Independent authorityand informed to the members.
28. NOMINATION AND REMUNERATION COMMITTEE:
The Board had constituted Nomination and Remuneration Committee pursuant to theprovisions of subsection (1) of Section 178 of Companies Act 2013. Pursuant to subsection(3) of Section 178 of Companies Act 2013 the Nomination and Remuneration Committee hasformulated the criteria for determining qualifications positive attributes andindependence of a Director and recommended to the Board the policy relating to theremuneration of directors key managerial personnel and other employees. The policy isavailable at Company's website on www.bluepearltexspin.com.
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year 2018-2019 there were no contract or Arrangements entered in to by theCompany with related parties. The policy on related party Transactions is available on thewebsite of the Company.
30. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has been in compliance with the applicable Secretarial Standards during thefinancial year 2018-2019.
31. CERTIFICATE OF NO DIRECTORS BEING DISQUALIFIED
The Company has obtained a certificate from H.S. Associates Practicing CompanySecretary stating that none of the directors on the board of the company have beendebarred or disqualified from being appointed or continuing as directors of companies bythe Board/Ministry of Corporate Affairs or any such statutory authority.
32. INTERNAL FINANCIAL CONTROLS:
The Board hereby reports that the Internal Financial Controls were reviewed by theAudit Committee and there were adequate Internal Financial Controls existed in the Companywith respect to the Financial Statements for year ended on 31st March 2019 and theInternal Financial Controls are operating effectively.
33. RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed also discussed at the meetings of the Audit Committee and theBoard of Directors of the Company.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. Significant audit observations and followup actions thereon are reported to the Audit Committee.
Your Directors would like to express their sincere appreciation to the shareholders forthe confidence reposed by them in the company and for the continued support andco-operation extended by them. Your Directors also wish to place on record their deepsense of appreciation for the continuing support and efforts of Vendors Dealers BusinessAssociates and Employees received during the period ended 31st March 2019.
| ||By Order of the Board of Directors |
| ||Blue Pearl Texspin Limited |
|Date : 27th May 2019 ||ARUN KUMAR SHARMA |
|Place : Mumbai ||Chairman |
| ||DIN- 00369461 |