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Blue Blends (India)

BSE: 502761|NSE: BLUEBLENDS|ISIN: INE113O01014|SECTOR: Textiles - Processing
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Directors Report Year End : Mar '16    Mar 15

To the Members of

BLUE BLENDS (INDIA) LIMITED

The Board of Directors hereby present the Thirty Fifth Annual Report on the Business and Operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31st, 2016.

FINANCIAL RESULTS (Rs. In Lacs)

Standalone

Consolidated

Particulars

March 31st, 2016

March 31st, 2015

March 31st, 2016

March 31st, 2015

Gross Income

18014.92

17621.19

18015.32

17621.19

Profit before interest , Depreciation & Tax

2335.20

1833.60

2335.38

1833.92

Less : Interest

1084.79

908.36

1084.79

908.36

Less : Depreciation

312.95

445.66

313.01

445.72

Profit before exceptional items and tax

937.46

479.58

937.58

479.84

Add : Exceptional items

0.00

25.21

0.00

25.21

Profit before Tax

937.46

504.79

937.58

505.05

Less : Provision for Tax

69.86

-42.98

69.88

-42.98

Profit after Tax

867.60

547.77

867.70

548.03

Balance as per last Balance Sheet

(3633.15)

(4030.93)

(3632.54)

(4030.58)

Add: Adjust against Capital Reserve

3393.36

0.00

3393.36

0.00

Add: Adjust against Securities Premium Reserve

239.79

0.00

239.79

0.00

Add: Profit / (Loss) for the year

867.60

547.78

867.69

548.04

Less: Transferred to Debenture Redemption Reserve

200.00

150.00

200.00

150.00

Less: Transferred to Preference share Redemption Reserve

375.00

0.00

375.00

0.00

Less: Provision for Dividend on Preference share and tax thereon

4.50

0.00

4.50

0.00

Less: Provision for Dividend on Equity share and tax thereon

123.92

0.00

123.92

0.00

Balance carried to Balance Sheet

164.17

(3633.15)

164.87

(3632.54)

FINANCIAL PERFORMANCE

During the year under review, your Company reported a growth of 2.23% in Revenue and 58.39% in Net Profit over the Previous Year. At Standalone level, the Gross Revenue from Operations stood at Rs. 18014.92 Lacs compared to Rs. 17621.19 Lacs in the Previous Year.The Net Profit for the year stood at Rs. 867.60 Lacs against Rs. 547.77 Lacs reported in the Previous Year.

In order to improve the performance, your Directors are considering the various plans to modernize and expand the manufacturing capacity of the Company during the year.

DIVIDEND AND RESERVES

The Board, in its meeting held on May 30th, 2016 has recommended the dividend of 5 % i.e. Rs. 0.50 per equity share of face value of Rs. 10/each for the Financial Year ended March 31st, 2016 aggregating to Rs. 102.96 Lacs, subject to approval of shareholders.

The Board in its meeting held on May 30th, 2016 has recommended the dividend on Preference Shares as under;

i. Arrears of Dividend on 0.01% 23,00,750 Preference Shares up to 31.03.2015 Rs. 69,023/-.

ii. Dividend on 0.01 % 14,00,750 Preference Shares Rs. 14,008/-

iii. Dividend on 0.01 % 9,00,000 Preference Shares up to date of Redemption Rs. 5,080/-.

iv. Pro-rata Dividend on 1.00 % 9,00,000 Preference Shares Rs. 2,86,005/-.

v. Dividend Distribution Tax Rs.76,111 /-

The outgo on preference shares will be Rs. 4,50,227/-including Dividend Distribution Tax.

Total outgo on dividends as stated above will be Rs. 128.42 Lacs, including Dividend Distribution Tax (Previous Year NIL).

During the year under review, your Company transferred Rs. 200.00 Lacs to the Debenture Redemption Reserve (Previous Year - Rs. 150.00 Lacs) and Rs. 375.00 Lacs to Preference Share Capital Redemption Reserve (Previous Year NIL). No amount was transferred to General Reserve.

In terms of the Special Resolution approved by the Shareholders at the Annual General Meeting held on July 29th, 2015, Company filed petition before the Honourable High Court, Bombay to adjust the Debit balance of Profit & Loss Account against Capital Reserve and Securities Premium Reserve and the same has been approved. Accordingly necessary effect has been given in the Schedule “Reserves and Surplus”.

SHARE CAPITAL

The paid up Equity Share Capital and Preference Share Capital as at March 31st, 2016 stood at Rs. 1940.90 Lacs and 2300.75 Lacs respectively. During the year under review, the redemption of the 23.00.750 0.01% Cumulative Non-Convertible Redeemable Preference Shares was due on September 30th, 2015. Company obtained approval from the preference shareholders to extend the date of redemption by 3 months i.e. 31st December, 2015, vide Postal Ballot for which the results were declared on September 30th, 2015. Company redeemed 9.00.000 0.01% Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100/- each) on October 13th, 2015 against the issue of fresh 9,00,000 1% Non-Cumulative Non-convertible Preference Shares of Rs. 100/- each.

Thereafter, Company obtained further period of extension till June 30th, 2016 for the balance outstanding 14,00,750 Preference Shares. The same has been redeemed fully in June, 2016.

Company obtained the approval from shareholders for Preferential Equity Issue to the Non-Promoter group, at the Extra Ordinary General Meeting held on February 13th, 2016.Company allotted 11,83,800 Equity Shares @ Rs. 72/- per shares in May, 2016.

CREDIT RATING

Brickwork Ratings has assigned the credit Rating of the Company BBB-(Outlook: Stable) by upgrading the earlier rating of BB (Outlook: Stable).

FINANCE AND ACCOUNTS - Debentures

During the year under review, Rs. 175.00 Lacs was paid to NonConvertible Debentures holders. The outstanding balance as on March 31st, 2016 is Rs. 3600.00 Lacs.

- Cash and Cash Equivalents

Cash and cash Equivalents as at March 31st, 2016 is Rs. 821.16 Lacs which includes Rs. 771.07 Lacs held in Escrow Account for preferential issue of equity shares.

- Fixed Deposit

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.

- Accounting

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and aforesaid Accounting Standards and other accounting principles generally accepted in India. The Financial Statements have been prepared on historical cost basis. The estimates and judgments relating to financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of the transactions and reasonable present the Company’s state of affairs, profits and cash flows for the year ended March 31st, 2016.

- 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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, Your Company has only one Subsidiary Company namely, Bindal Synthetics Private Limited. Subsidiary Company made a Net Profit of Rs. 11,029/- for the year ended 31st March, 2016.

A report on Financial position of the subsidiary in Form AOC-1, as per the Companies Act, 2013 and Companies (Accounts) Rules, 2014, is annexed as Annexure A.

During the year under review, no company has become or ceased to be Subsidiary Associate or Joint Venture of the Company.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Ms. Rukmani Iyer, Non-Executive Director retires by rotation and being eligible, offers herself for re-appointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

During the Year under review, Mr. Janardhan Joshi was appointed as an Additional Director of the Company in the category of Independent Non-Executive Director with effect from October 20th, 2015. The Company has received a Notice in writing under Section 160 of the Act, from a member proposing his candidature for the office of Director

During the Year under review, Mr. Suraj Dugar, Director and Mr. Pujaram Purohit, Independent Director, resigned from the Company with effect from August 28th, 2015 and October 20th, 2015 respectively. The Board places on record its appreciation for the services rendered by them during their tenure with the Company.

CORPORATE GOVERNANCE

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI), on September 02nd, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provision of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from December 01st, 2015. The Company has entered into Listing Agreement with Bombay Stock Exchange Limited and the National Stock Exchange during February, 2016 wherein the shares of the Company are listed.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report. The Remuneration and Nomination Policy shall be available on the website of the Company (www.blueblends.com).

RISK MANAGEMENT POLICY

Pursuant to the requirement SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has framed a Risk Management policy. Risk management is embedded in your Company’s operating frame work. Your Company believes that managing risks helps in maximizing returns. The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management frame work is reviewed periodically by the Board and the Audit Committee. The details of this policy forms part of Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The Board of your Company has constituted a CSR Committee. As on 31st March, 2016, the Committee comprises of three Directors. Your Company has developed a CSR Policy which is uploaded on the website of the Company viz. blueblends.com.

The Report on CSR activities as required under the Companies (Accounts) Rules, 2014 is annexed as Annexure - B and forms an integral part of this Report.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

NUMBER OF MEETING OF BOARDS

The details of the number of the meetings of the Board held during the Financial Year 2015-16 forms part of the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirement Regulations, 2015).

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the company:

1. Mr. Anand Arya Chairman and Managing Director

2. Mr. Kushalraj Sonigda Company Secretary

3. Mr. Nirmal Sirohiya Chief Financial Officer

During the year, Ms. Archana Dubey resigned as Company Secretary of the Company w.e.f August 31st, 2015. The Directors place on record, the appreciation for the contribution made by her during her tenure. The Board at its meeting held on August 28th, 2015 has appointed Mr. Kushalraj Sonigda as Key Managerial Personnel (Company Secretary) w.e.f September 01st, 2015.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The details of the committee along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant or material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

DIRECTORS’ RESPOSIBILITY 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:

1. that in the preparation of the annual financial statements for the year ended March 31st, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that such accounting policies have been selected and applied them consistently and made judgment 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 March 31st, 2016 and of the profit of the Company for the year ended on that date;

3. 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;

4. that the annual financial statements have been prepared on a going concern basis;

5. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

6. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS STATUTORY AUDITOR

The Company’s Auditors, M/s. P.C. Surana & Co. Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of the Company.

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 M/s Kiran J. Mehta & Co., Ahmedabad to audit the cost accounts of the Company for the financial year 20162017.

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 on the Secretarial Audit is annexed here with as “Annexure C”.

Explanations on the observations of Secretarial Audit Report:

1. During the year under review, Company has spent less than 2 % of average net profit of the Company on Corporate Social Responsibility, keeping in view the accumulated losses at the beginning of the Financial Year 2015-16. The unspent amount have been carried forward to the next Financial Year.

2. Company has appointed Mr. Nirmal Sirohiya as a Chief Financial Officer of the Company as on date of this report.

3. Due to the technical issue while registering the Digital Signature of the Whole Time Company Secretary in Employment on the portal of Ministry of Corporate Affairs Websites and in order to file the E-Form MGT-7 within the prescribed time limit, E-form MGT - 7 have been certified by the Practicing Company Secretary.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure D”

CONSERVATION OF ENERGY

1. Steps taken or impact on conservation of energy.

In line with the Company’s commitment towards conservation of energy, all units continue with their efforts aimed at improving energy efficiency through innovative measures to reduce wastage and optimize consumption. Some of the measures taken by the Company in this direction at its textile units located at areas under:

a) Reducing power consumption in cooling towers,

b) Replacement of inefficient motors,

c) Installation of I.R. Compressor,

d) Installation of SE-12 and SE-11 Autocoro Machine,

2. The steps taken by the company for utilizing alternate sources of energy.

During the year under review, some of the measures taken by the company are;

a) Separate energy meters have been installed for effectively monitoring the section wise energy consumption

b) Additional capacitor banks have been installed in different section

c) We have made optimum use of electrical motors and day light resources at plant.

3. The Capital investment on energy conservation equipment.

During the year under review, Company has not incurred any capital expenditure on energy conservation equipment TECHNOLOGY ABSORPTION

1. Efforts, in brief, made towards technology absorption, adaptation & innovation:

The technologies have been absorbed and adapted/ innovated to make them suitable to the Indian manufacturing conditions by the active involvement of the R & D Department.

2. Benefits derived as a result of above efforts:

Absorption, adaptation & innovation of imported technology have led to less dependence on other manufacturer. This has saved a considerable amount of cost of production.

3. Technology imported:

The Company is not using imported technology in the manufacturing process.

4. Expenditure incurred on Research and Development:

During the year under review, Company has not incurred any Expenditure on Research and Development

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of Companies Act, 2013, as prescribed in Form AOC - 2, is appended as “Annexure - E”.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website viz. www.blueblends.com FOREIGN EXCHANGE EARNINGS AND OUTGO Earnings : Rs. Nil (Previous year Rs. Nil) Outgo : Rs. 405.92 Lakhs (Previous year Rs. 506.98 Lakhs)

GREEN INITIATIVES

As in the previous year, this year too, we are publishing only the statutory disclosure in the print version of the Annual Report. Electronic copies of the Annual Report 2015-16 and Notice of the 35th Annual General Meeting are sent to all the members whose E-Mail ID is registered with the Company/Depository Participant(s). The members who have not registered their email addresses, physical copies are sent in the permitted mode.

CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s principle markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

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 AND ON BEHALF OF THE BOARD

BLUE BLENDS (INDIA) LIMITED

ANANDARYA

DIN NO.: 00084995

CHAIRMAN AND MANAGING DIRECTOR

PLACE : MUMBAI

DATE : AUGUST 11th, 2016

Source : Dion Global Solutions Limited
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