BLUE PEARL TEXSPIN LIMITED
(Formerly known as "E-Wha Foam India Limited")
Your Directors take pleasure in presenting their 25th Annual Report of theCompany along with the Audited Financial Statements for the period ended March 31 2017.
1. FINANCIAL RESULTS:
The financial Results are briefly indicated below:
(Amt in Rs.)
|PARTICULARS || |
| ||31.03.2017 ||31.03.2016 |
|Total Revenue ||1845665 ||1788556 |
|Total expenses ||1830602 ||1777488 |
|Profit/ (loss) before tax ||15063 ||11068 |
|Profit/ (loss) after tax ||12192 ||8959 |
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 2017 the profit after tax ofthe Company amounting to Rs. 12192/-.
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.
4. REDUCTION OF SHARE CAPITAL OF THE COMPANY:
The Company has submitted the Final Petition for scheme of reduction of capital of theCompany and was approved by the Hon'ble High Court of Bombay vide order dated 01/07/2016Pursuant to the Scheme of Arrangement for Reduction of Share Capital as approved by theHon'ble High Court of Bombay: The paid-up capital of the company has been reduced from Rs.51200000/- divided into 5120000 equity shares of Rs. 10/- each fully paid upto Rs.2560000/- divided into 256000 equity shares of Rs. 10/- each.
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.
6. 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.
7. 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 as there are no employees in the Company during the Year and the Directors of theCompany do not draw any Remuneration.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the period under review there were no changes.
9. 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.
10. 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 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating 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 2017 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.
11. 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.
12. NUMBER OF BOARD MEETINGS:
During the financial year the Board of Directors had met 5 (five) times on 26thMay 2016 13th August 2016 29th August 2016 12thNovember 2016 and 11th February 2017.
13. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the period under review there were no Foreign Exchange Earnings and Outgo.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethereunder the current auditors of the Company C.P. Jaria & Co. CharteredAccountants (registration number: 104058W) were appointed by the shareholders at the 22ndannual general meeting to hold office until the conclusion of the 26th annualgeneral meeting subject to ratification by shareholders at each annual general meeting.
The members are requested to ratify the appointment of C.P. Jaria & Co. CharteredAccountants (registration number: 104058W) as statutory auditors of the Company at aremuneration of Rs. 10000 for the year 2017-18.
15. 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.
16. 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.
17. CEO/CFO CERTIFICATION:
Certificate of CEO/CFO of the Company on Financial Statements Cash Flow Statement forthe period ended March 31 2017 and Certificate of CEO for compliance with Code of Conductby Board members and Senior Management personnel on Annual basis are enclosed herewith asAnnexure 4.
18. 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)
19. 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.
20. 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 2017 the Company's Paid up Capital is of Rs. 2560000 /- and Networth is of Rs. (910161)/-
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.
21. SECRETARIAL AUDIT:
The Secretarial Audit Report of Mr. Nitin Sarfare (ACS No: 36769) Partner HSAssociates Company Secretaries for the year ended on 31st March 2017 isself-explanatory. Also annexed herewith Secretarial Audit Report (MR- 3) as Annexure 3-as provided by M/s. HS Associates for the secretarial audit conducted by them for theperiod 2016-17 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 2018.
The company did not appoint a Whole-Time Company Secretary during the period underreview as the financial position of the Company is weak.
22. 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 but secretarial Audit Report contains qualifications pursuant to Section 203 ofCompanies Act 2013 towards appointment of Company Secretary and regulations 31 (2) 47(1)a & 46 of Listing Obligation and Disclosure Requirements Regulations 2015 and forNon-Dematerialization of Promoters shareholding non-Publishing of notice of Board Meetingand not maintaining a functional website. The Company hereby informs that it has alreadyinitiated the process of finding a suitable candidate for the post of Company Secretaryand shall make appointment when it finds the desired candidate. The Promoter shareholdingwill be converted in to Demat at the earliest as per regulations 31 (2) of LODR. Theyearly/quarterly results and notice of Board Meeting are duly hosted on the website of theCompany at www.bluepearltexspin.com and is easily accessible in public domain at theWebsite of BSE Limited at hence the company does not publish the said results in therequisite newspapers as applicable as per Regulation 47(1) a & b of Listing Obligationand Disclosure Requirements Regulations 2015. The Company's Website is being updated andis therefore not functional further the reasons given by the secretarial auditor in theirreport are selfexplanatory in itself. The Report of the secretarial auditor in MR-3 isgiven as an annexure which forms part of this report.
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 2017-18.
24. 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.
25. LISTING FEES:
Being listed at BSE Limited Mumbai the Company has duly paid the listing fees.
26. 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.
27. 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.
28. 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.
29. 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.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year 2016-17 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.
31. 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 2017 and theInternal Financial Controls are operating effectively.
32. 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 March 31 2017.
| ||By Order of the Board of Directors |
| ||Blue Pearl Texspin Limited |
| ||(Formerly known as "E-Wha Foam India Limited") |
|Date : 14th August 2017 ||ARUN KUMAR SHARMA |
|Place : Mumbai ||Whole Time Director cum CEO |
| ||DIN- 00369461 |