DIRECTOR'S REPORT TO THE MEMBERS OF BLUE BLENDS (INDIA) LTD. The Directors take pleasure in presenting the Thirty Fourth Annual Report together with the Audited Financial Statements for the year ended 31st March, 2015. The Management Discussion and Analysis Report has also been incorporated into this report. DIVIDEND Your Directors have not recommended any dividend for the year under review. OPERATIONS During the year under review your company recorded turnover of Rs. 17621.19 Lacs as against Rs. 17556.28 Lacs in previous year. The profit before exceptional item and tax was Rs. 479.58 Lacs as against Rs. 443.91 Lacs in the previous year. However the net profit after exceptional items and tax is Rs. 547.77 Lacs against the profit of Rs. 832.42 Lacs in the previous year. Yours Directors are considering various plans to modernize and expand the manufacturing capacity of the Company during the year. Company is expecting improvement in the current financial year. FINANCE The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. During the year under review the Non Convertible Debentures were paid off to the extent of Rs. 5.25 Crs. The outstanding Balance as on 31.03.2015 is Rs. 37.75 Crores. Cash and Cash Equivalents as at 31st March, 2015 is Rs. 198.28 Lakhs. • FIXED DEPOSITS The Company has neither invited nor accepted any deposit from the public within the ambit of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. • PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS Details of Loans, guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES: During the year under review, the following companies ceased to be Associate Company- • Premier Equity Limited. • Darwin Platform Capital Limited • Blue Blends Equity Limited During the year under review, the following companies became Associate Company :- • Entwine Mobisoft Technologies Pvt. Ltd. Your Company has only one Subsidiary Company namely, Bindal Synthetics Pvt. Ltd. Subsidiary Company made a Net Profit of Rs. 26,334/- A report on Financial position of the subsidiary as per the Companies Act, 2013 is provided in consolidated financial statement and hence not repeated here for the sake of brevity. LISTING FEES Listing fees to The Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. has been paid for the financial year 2015-16. National Stock Exchange of India Ltd. has revoked the Suspension of trading of the Equity Shares of the Company. Now the Equity Shares of the Company are traded in the Compulsory Demat Category. The Company's Equity Shares has got Connectivity with both CDSL & NSDL. The Companies Securities got delisted from Ahmedabad Stock Exchange and Madras Stock Exchange. The application of the Company for de-listing of the Company's securities from Delhi Stock Exchange is pending. DIRECTORS In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Suraj Dugar retires by rotation and is eligible for reappointment. During the Year under review, Ms. Rukmani Iyer was appointed as the Additional Director of the Company in the category of Non Executive Director with effect from 28th March, 2015. The Company has received a Notice in wiritng under Section 160 of the Act, from a Member proposing her candidature for the office of Director. MEETINGS During the year six Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2015 and of the profit of the Company for the year ended on that date; c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the annual financial statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. AUDITORS • Statutory Auditors The Company's Auditors, M/s. R C. Surana & Co. Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. • Cost Auditors Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its textile activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed Messrs Kiran J. Mehta & Co., Ahmedabad to audit the cost accounts of the Company for the financial year 2015-2016 • Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Jeethi Pillai, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B". CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report. CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT9 is annexed herewith as "Annexure C". CORPORATE SOCIAL RESPONSIBILITY (CSR) The Board of your Company has constituted a CSR Committee. As on 31st March, 2015, the Committee comprises of three Directors. Your Company has developed a CSR Policy which is carried in this Annual Report. The Company shall spend, in each financial year, at least 2% of the average net profits of the Company made during the three immediately preceding financial years. The average net profit shall be calculated in accordance with the provisions of Section 198 of the Companies Act, 2013. The Company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked for the activities. However, considering the accumulated losses of Rs. 363,315,466/-during the year under review, the CSR Committee and the Board is of the view that it would not be in the company's interest to spend on the CSR activity for the Financial year 2014-15 and the same shall be carried forward to the next Financial year. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith: A. CONSERVATION OF ENERGY :- a) Energy Conservation Measures Taken: Energy conservation remains one of the most important areas of plant's performance and is being continuously monitored. Some of the measures taken are: i. Separate energy meters have been installed for effectively monitoring the section wise energy consumption. ii. Additional capacitor banks have been installed in different section. iii. We have made optimum use of electrical motors and day light resources at plant. b) Additional investments and proposals, if any being implemented for reduction in consumption of energy: Re-sizing of the motors is being done to run the motors at full load conditions. c) Impact of measures at (a) and (b) above for reduction in energy and consequent impact on the cost of production of goods: Energy conservation measures have lead to reduction in the cost of production. d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure in respect of industries specified in the schedule thereto: B. TECHNOLOGY ABSORPTION The Company is regularly getting its products tested by Ahmedabad Textile Industry Association (ATIRA), one of the premier textile research bodies at Ahmedabad and the product is constantly improved based on reports given by ATIRA. The Company is also sending its delegates from time to time to participate in the Seminars and Conferences organized by ATIRA to share information pertaining to research and development and innovations in the textile products. The concerned executives of the Company also visit exhibitions abroad especially European countries to be in tune with the latest designs. Such participations enable the Company to absorb and adopt the latest available technology in the industry. The Company is not using imported technology in the manufacturing process. . Foreign Exchange Earnings and Outgo Earnings : Rs. Nil (Previous year Rs. Nil) Outgo : Rs. 506.98 Lakhs (Previous year Rs. 404.56 Lakhs) ACKNOWLEDGEMENTS Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company. For & on behalf of Blue Blends (India) Ltd. Anand Arya Chairman & Managing Director Place: Mumbai Date: 23.04.2015 |