DIRECTORS' REPORT TO, THE MEMBERS, BLUE PEARL TEXSPIN LIMITED (Formerly known as "E-Wha Foam India Limited") Your Directors take pleasure in presenting their 23rd Annual Report of the Company along with the Audited Financial Statements, for the period ended March 31, 2015 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, 2015, the profit after tax of the Company amounting to Rs. 6,029/-. 3. DIVIDEND AND TRANSFER TO RESERVES: As the Company is suffering losses, no dividend was declared during the year. No amount is being transferred to reserves during the year under review. 4. DELISTING 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. 5. REDUCTION OF SHARE CAPITAL OF THE COMPANY: The Board of Directors of the Company in their Board Meeting dated 15th April, 2015, approved the draft scheme of reduction of the share capital of the Company from 51,20,000 Equity Shares of Rs. 10/- Each aggregating to Rs. 5,12,00,000/-(Rupees Five Crores Twelve Lacs) to Rs. 25,60,000/- (consisting of 256000 issued, subscribed and paid-up equity shares of Rs. 10/- each fully paid up). the Company has further submitted application with the BSE for its in principal approval. As on date of signing of this report, the approval is not yet received. 6. 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. 7. WHISTLE BLOWER: The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism for Directors and Employees of the Company to report concerns about unethical behaviour, actual or suspected fraud, or violations of Company's Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available at Company's Website www.bluepearltexspin.com 8. PARTICULARS OF EMPLOYEES: During the Financial Year the Company does not have any employee who was drawing remuneration required to be disclosed pursuant to the Section 197 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 9. DIRECTORS AND KEY MANAGERIAL PERSONNEL: During the period ended 31st March 2015 Mr. Deepak Rane (DIN- 05178672) resigned from the directorship of the Company w.e.f. 13th August, 2014. Mr. Shankar Pandare (DIN - 05189612) resigned from directorship of the Company w.e.f 13th November, 2014, Mr. Shrikrishna B. Pandey has been appointed w.e.f. 13th November, 2014 as an additional Director cum Chief Financial Officer (CFO) of the Company. Ms. Renu Singh has been appointed w.e.f. 01 st March, 2015 as an Additional Independent Women Director of the Company. Mr. Arun Kumar Sharma has been appointed as a Chief Executive Officer (CEO) of the Company w.e.f 30th May, 2014. 10. SUBSIDIARIES: The Company does not have any subsidiary Company. 11. 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, 2015, 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 ofthe state of affairs of the company at the end of the financial year on 31st March, 2015 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 the Companies Act, 2013 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. v. The Director have laid down proper internal financial controls to be followed by the company and that such financial controls are adequate and are operating effectively vi. The Director have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 12. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION: Since the Company is not a manufacturing unit provisions of Section 134 (3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption is not applicable. 13. NUMBER OF BOARD MEETINGS: During the financial year, the Board of Directors had met four times on 30th May 2014, 13th August 2014, 13th November 2014, 14th February 2015. 14. FOREIGN EXCHANGE EARNINGS AND OUTGO: During the period under review, there were no Foreign Exchange Earnings and Outgo. 15. AUDITORS: Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, C.P. Jaria & Co., Chartered Accountants, (registration number: 104058W) were appointed by the shareholders at the 22nd annual general meeting to hold office until the conclusion ofthe 26th annual general meeting, subject to ratification by shareholders at each annual general meeting. The members are requested to ratify the appointment of C.P. Jaria & Co., Chartered Accountants, (registration number: 104058W) as statutory auditors of the Company and to fix their remuneration for the year 2015-16. 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: The Board has constituted Committees pursuant to provisions of Companies Act, 2013, and rules framed there under and Listing Agreement entered with Stock Exchanges. The committees of the Board are Audit Committee, Stakeholders Relationship Committee and Nomination 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 March 31, 2015 and Certificate of CEO for compliance with Code of Conduct by Board members and Senior Management personnel on Annual basis are enclosed herewith as Annexure 5. 19. MANAGEMENT DISCUSSION AND ANALYSIS: The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this report. (Annexure 1) 20. EVALUATION OF BOARD: The performance of Board, its Committees and Individual Director were reviewed during the year pursuant to subsection (p) (3) of Section 134 of the Companies Act, 2013. The Separate meeting of independent Directors was held during the year to evaluate the performance of other Non Independent Directors and of the Board as a whole, also the performance of Committees of the Board were reviewed. The performance of Board, Individual Directors and Committees were found to be satisfactory. 21. 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 as Annexure 2. 22. SECRETARIAL AUDIT: The Secretarial Audit Report of M/s HS Associates, Company Secretaries for the year ended on 31st March, 2015 is self explanatory. Also annexed herewith secretarial Audit report (MR-3) as Annexure 4-, as provided by M/s. HS Associates, for the secretarial audit conducted by them for the period 2014-15 under review. The Board has appointed HS Associates, Company Secretaries as the Secretarial Auditors of the Company for the Secretarial Audit of the financial year ended on 31st March, 2016. The company did not appoint a Whole time Company Secretary during the period under review as the financial position of the Company is weak. 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 Company for the financial year 2015-16. 24. EXTRACT OF ANNUAL RETURN: The Extract of Annual Return in Form MGT- 9 pursuant to section 92 (3) of the Companies Act, 2013 and rule 12 (1) of Companies (Management and Administration), Rules 2014 are as per Annexure to this Report as Annexure 3. 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 provided security 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 an Independent Director of the Company was in compliance with Section 149 (6) of the Companies Act, 2013. 28. MEETING OF INDEPENDENT DIECTORS: The Independent Directors met once during the year to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non Executive Directors and of the Audit committee by other members of the Board. The same was complied by Independent authority and informed to the members. 29. NOMINATION AND REMUNERATION COMMITTEE: The Board had constituted Nomination and Remuneration Committee pursuant to the provisions 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 has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees. The policy is available at Company's website on www.bluepearltexspin.com 30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: During the year 2014-15, there were no contract or Arrangements entered in to by the Company with related parties. The policy on Related party Transactions is available on the website of the Company. 31. INTERNAL FINANCIAL CONTROLS: The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and there were adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31st March, 2015 and the Internal Financial Controls are operating effectively. 32. RISK MANAGEMENT POLICY: The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee. 33. 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 March 31, 2015. By Order of the Board of Directors Blue Pearl Texspin Limited (Formerly known as "E-Wha Foam India Limited") ARUN KUMAR SHARMA Chairman DIN- 00369461 Place : Mumbai Date : 12th August, 2015 |