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Blue Pearl Texspin Directors Report, Blue Pearl Texs Reports by Directors
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Blue Pearl Texspin

BSE: 514440|ISIN: INE439N01023|SECTOR: Trading
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Directors Report Year End : Mar '14    Jun 13
The Members,
 
 BLUE PEARL TEXSPIN LIMITED
 
 (Formerly known as E-Wha Foam India Limited)
 
 The Directors take pleasure in presenting their 22nd Annual Report of
 the Company along with the Audited Financial Statements, for the period
 ended 31st March, 2014.
 
 1.  FINANCIAL RESULTS:
 
 The financial Results are briefly indicated below:
 
                                                      (Amt in Rs.)
 PARTICULARS                                  PERIOD/YEAR ENDED
                                        31.03.2014         30.06.2013
 
 Total Revenue                           23,90,664        1,25,24,838
 
 Total expenses                          23,69,708        1,24,63,785
 
 Profit/(Loss) before tax                   20,956             61,053
 
 Profit/(Loss) after tax                    14,479             61,053
 
 Profit/(Loss) Brought Forward       (5,21,42,506)      (5,22,03,559)
 
 Balance carried to Balance Sheet    (5,21,32,671)      (5,21,42,506)
 
 
 2.  FINANCIAL OPERATIONS:
 
 Members are aware that business environment continues to be volatile
 due to global slowdown, uncertain environment and high fiscal deficit
 and inflation. Hence there are difficult economic conditions coupled
 with fierce competition, high inflationary market conditions. During
 the period ended 31st March, 2014, the profit after tax of the Company
 amounting to Rs. 14,479.
 
 3.  SCHEME OF AMALGAMATION OF COMPANY AND BLUE PEARL LIFESTYLE PRIVATE
 LIMITED:
 
 The Board approved Scheme of Amalgamation during the period, pursuant
 to Section 391 to 395 read with section 100 to 105 and other applicable
 provisions, if any of the Companies Act, 1956 (or any amendment
 thereof). The Company has submitted the application to the BSE for
 seeking approval. However requisite approval not received.  Hence
 Company has not proceeded further to file the application in High
 Court, Bombay.
 
 4.  CHANGE OF REGISTERED OFFICE OF THE COMPANY:
 
 During the period, the registered office of the company has changed
 from C-1, Everest Building, 01st Floor, Dattapada Road, Opp. BMC
 School, Borivali East, Mumbai- 400066, Maharashtra to 32, Vyapar
 Bhavan, 49, P.D.  Mello Road, Mumbai- 400009, Maharashtra w.e.f 1st
 March, 2014.
 
 5.  EXTENSION OF FINANCIAL YEAR:
 
 The previous accounting period of the Company was for 15 months after
 extension of the financial year ending 31st March, 2013 for a period of
 3 months. Hence due to change in previous accounting period, the
 present accounting period is for 9 months, i.e from 1st July, 2013 to
 31st March, 2014.
 
 6.  DELISTING FROM AHMEDABAD STOCK EXCHANGE (ASE):.
 
 The Board of Directors of the Company has unanimously passed resolution
 for De-Listing of the securities from Ahmedabad Stock Exchange (ASE).
 
 The Company has submitted an application for voluntary Delisting of
 equity shares under Clause 6(a) of SEBI (Delisting of equity shares)
 regulation, 2009 to the Ahmedabad Stock Exchange (ASE). However as on
 date of this report, the approval has not received.
 
 7.  DIVIDEND:
 
 In view of the earlier year losses and negative net worth for the
 period under review, your Directors regret their inability to recommend
 any dividend as such.
 
 8.  DEPOSITS:
 
 During the period under review, your Company has not accepted any
 deposits from the public as such, no amount of principal or interest on
 public deposits was outstanding as on the date of the Balance Sheet.
 
 9.  PARTICULARS OF EMPLOYEES:
 
 In accordance with the provisions of Section 217 of the Companies Act,
 1956, read with the Companies(Particulars of Employees) Amendment
 Rules, 1999 as amended up to date, there was no employee during the
 whole or part of the period who were in receipt of remuneration in
 excess of limits as mentioned in the section and hence no details are
 given as such.
 
 10.  DIRECTORS:
 
 During the period ended 31st March 2014 Mr. Om prakash madhogarhia
 (DIN- 05330865) has been appointed w.e.f. 07th February, 2014 and Mr.
 Ganeshbhai Sahebraobhai Sengadani ( DIN- 06647090) w.e.f. 14th
 November, 2013 as an additional Directors of the Company.
 
 Mr. Nijal Navinchandra Shah (DIN- 05184993) resigned from the
 directorship of the Company w.e.f. 7th February, 2014, Mr. Narendra C
 Solanki (DIN- 03491896) w.e.f. 22nd January, 2014, Mr. Mukesh C Sampat
 (DIN- 03479845) w.e.f. 14th November, 2013, Mr. Priyesh Prakash Pethe
 (DIN- 05170880) w.e.f. 14th November, 2013.
 
 Mr. Arun Kumar Sharma redesignated as the Executive Director of the
 Company w.e.f 14th November, 2013 and Mr. Shankar Pandare redesignated
 as Non Executive Director of the Company w.e.f 22nd January, 2014.
 
 11.  SUBSIDIARIES:
 
 The Company does not have any subsidiaries; hence the particulars as
 required under Section 212 of the Companies Act, 1956 are not required
 to be given.
 
 12.  DIRECTOR''S RESPONSIBILITY STATEMENT:
 
 As required under Section 217 (2AA) of the Companies Act, 1956, your
 Directors'' confirm that:
 
 i.  In the preparation of the Annual Accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures.  ii.  The Directors have selected such
 accounting policies and applied them consistently and made judgments
 and estimates that are reasonable and prudent so as to give a true and
 fair view of the state of affairs of the company at the end of the
 period and of the Profit or Loss of the Company for that period.  
 
 iii.  The Directors have taken proper and sufficient care for the
 maintenances of adequate accounting records in accordance with the
 provision of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.  
 
 iv.  The Directors have prepared the Annual accounts on a going concern
 basis.
 
 13.  CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:
 
 Since the Company is not a manufacturing unit provisions of Section 217
 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure
 of Particulars in the Report of Board of Directors) Rules, 1988
 regarding conservation of energy, technology absorption is not
 applicable.
 
 14.  FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 During the period under review, there were no Foreign Exchange Earnings
 and Outgo.
 
 15.  AUDITORS:
 
 C.P. Jaria & Co., Chartered Accountants, Firm Registration No. 104058W,
 who are the statutory auditors of the Company, hold office till the
 conclusion of the forthcoming Annual General Meeting and are
 eligiblefor re-appointment.  Pursuant to the provisions of section 139
 of the Companies Act, 2013 and the rules framed there under, it is
 proposed to re-appoint C.P. Jaria & Co., Chartered Accountants, as
 statutory auditor of the company from conclusion of the forthcoming AGM
 till the conclusion of the Twenty- Sixth annual general meeting to be
 held in the year 2018, subject to ratification of their appointment at
 every AGM.
 
 16.  AUDITORS REPORT:
 
 Since notes to account are self explanatory, no further explanation is
 given by the Board as such. Further the Auditors'' Report to the
 Shareholders does not contain any adverse remarks or qualification.
 
 17.  COMMITTEES OF THE BOARD:
 
 Board has constituted Committees pursuant to provisions of Companies
 Act, 2013 and Listing Agreement with Stock Exchanges.
 
 Following Committees are constituted by the Board: Audit Committee,
 Shareholders / Investors Grievance Committee and Remuneration
 Committee.
 
 The composition and other details with respect to Committees are
 detailed in the Corporate Governance Report which forms part of this
 Annual Report.
 
 18.  CEO/CFO CERTIFICATION:
 
 Certificate of CEO/CFO of the Company on Financial Statements, Cash
 Flow Statement for the period ended 31st March, 2014 and
 CertificateofCEO forcompliance with Code of Conduct by Board members
 and Senior Management personnel on Annual basis are enclosed herewith.
 
 19.  MANAGEMENT DISCUSSION AND ANALYSIS:
 
 Management Discussion and Analysis Report for the period under review
 as stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges in India, is presented in a separate section forming part of
 this Annual Report.
 
 20.  CORPORATE GOVERNANCE REPORT:
 
 Report on Corporate Governance of the Company for the period under
 review, as per the requirements of Clause 49 of the Listing Agreement
 have been given under a separate section and forms part of this Annual
 Report.
 
 21.  LISTING FEES:
 
 Being listed at BSE Limited, Mumbai, the Company has duly paid the
 listing fees.
 
 22.  ELECTRONIC FILING:
 
 The Company periodically uploads Annual Reports, Financial Results,
 Shareholding Pattern, CorporateGovernance Reports etc. on its website
 viz. www.bluepearltexspin.com within the prescribed time limit.
 
 23.  ACKNOWLEDGEMENTS:
 
 Your Directors would like to express their sincere appreciation to the
 shareholders for the confidence reposed by them in the company and for
 the continued support and co-operation extended by them. Your Directors
 also wish to place on record their deep sense of appreciation for the
 continuing support and efforts of Vendors, Dealers, Business Associates
 and Employees received during the period ended 31st March, 2014.
 
                                By Order of the Board of Directors
                                        Blue Pearl Texspin Limited
                    (Formerly known as E-Wha Foam India Limited)
 
 Date : 13th August, 2014                   Shankar R. Pandare
 Place :Mumbai                                    Chairman
 
 
 
Source : Dion Global Solutions Limited
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