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Directors Report of Blue Blends (India) Ltd.

Mar 31, 2016

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


Mar 31, 2015

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.

FINANCIAL RESULTS: (Rs. in Lakhs) Particulars Standalone For the year For the year ended 31st ended 31st March, 2015 March 2014

Gross Income 17621.19 17556.28

Profit before Interest, Depreciation & tax 1833.60 1808.44

Less: interest 908.36 929.72

Less: Depreciation 445.66 434.81

Profit before exceptional items and taxes 479.58 443.91

Add : Exceptional Items 25.21 161.83

Profit before Tax 504.79 605.74

Less: Provision for Tax (42.98) (226.68)

Profit for the year after tax 547.77 832.42

Less : Transferred to Debenture

Redemption Reserve 150.00 200.00

Transferred to Preference Share

Redemption Reserve 0.00 100.00

Add : Profit/(Loss) brought forward from previous year (4030.93) (4563.35)

Balance carried to Balance Sheet (3633.16) (4030.93)

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 re- appointment.

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.

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.

Date: 23.04.2015 Anand Arya Place: Mumbai Chairman & Managing Director


Mar 31, 2014

DEAR MEMBERS

The Directors have pleasure in presenting in their Twenty Eighth Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2014.

THE COMPANIES ACT, 2013

The Ministry of Corporate Affairs (MCA) has notified 282 sections of the Companies Act, 2013 in tranches in September, 2013 and March, 2014 with majority of the sections as well as rules being notified in March, 2014. The Companies Act, 1956 continues to be in force to the extent of corresponding provisions of the Companies Act, 2013 which are yet to be notified. MCA vide its Circular dated April 4, 2014 has clarified that the financial statements and documents annexed thereto, auditor''s report and board''s report in respect of financial year that have commenced earlier than April 1,2014 shall be governed by the provisions of the Companies Act, 1956 and in line with the same, the Bank''s financial statements, auditor''s report and Board''s report and attachments thereto have been prepared in accordance with the provisions of the Companies Act, 1956.

FINANCIAL RESULTS:

(Rs. In Lakhs) Particulars Year ended Year ended 31st March, 2014 31st March, 2013

Net Sales/Income From Operation 27.92 10.80

Profit before Finance Cost, Depreciation & Tax 3.6 0.14

Finance Costs 11.17 -

Depreciation - 0.08

Profit before Tax. 8.36 0.06

Tax Expense 0.69 -

Profit for the year 3.6 0.06

Add: Balance brought forward (791.58) (791.64)

Deficit in Profit & Loss account carried to Balance Sheet (787.97) (791.58)

DIVIDEND

Your Directors do not recommend any dividend on Equity Shares for the year under review.

OPERATIONS

Due to shortage of working capital Company could not carry out its business activities actively.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposit from the public within the meaning of Non Banking Financial Companies (Reserve Bank Directors) or Section 58A of the Companies Act, 1956 or Rules made thereunder.

DIRECTORS

Mr. Manoj Kumar Chand and Mr. Nand Kumar Singh retire by rotation and being eligible offers themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect of Directors'' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of accounts for the financial year ended 31st March, 2014, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 Financial Year and of the profit of the Company for the year ended that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

(iv) The Directors have prepared the accounts for the Financial Year ended 31s1 March, 2014 on a going concern.

AUDITORS''QUALIFICATION

As regards Auditors'' Opinion point no. i) regarding non - provision of doubtful advances of Rs. 185.269 lakhs given to its wholly-owned subsidiary Company M/s. Blue Blends Stocks & Securities Limited in their Auditors Report, you attention drawn to Note No. 17(4), which is self explanatory.

PERSONNEL

The Company had not paid any remuneration attracting the provisions of the Companies (Particulars of employees) Rules 1975 read with Section 217 (2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

LISTING FEES

Listing fees to The Bombay Stock Exchange has been paid for the Financial Year 2014-2015.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges a report on the Corporate Governance is separately attached together with a report Management discussion and analysis.

CONSOLIDATED FINANCIAL STATEMENT

(i) Company has one subsidiary - Blue Blends Stocks & Securities Limited As required under the listing agreement with the Stock exchange, the audited consolidated financial statements of the Company incorporating its subsidiary company prepared in accordance with applicable Accounting Standards are attached.

(ii) The Ministry of Corporate Affairs has by its notification dated 8* February, 2011 granted a special exemption to companies, as per which, the provision of Section 212 not apply in relation to subsidiaries, subject to the fulfillment of certain conditions. Accordingly the consolidated financial statements of the holding company and subsidiary duly audited by its statutory auditors have been presented and the individual account of the subsidiary company has not been attached.

(iii) Any shareholder may either ask for a copy or inspect at the registered office for a copy of the audited accounts of the subsidiary company.

AUDITORS

M/s. J. B. S. & Company, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting of the Company and, being eligible, offers themselves for reappointment. Your Directors on the recommendations of the Audit Committee, has recommended their re-appointment for a term of one (1) year in accordance with Section 139 of the Companies Act, 2013

STATUTORY DISCLOSURES

During the period under review, the Company did not have any employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

- The provisions of Section 217(1 )(e) of the Companies Act, 1956 relating to conservation of energy and technology absorption do not apply to your Company.

- There are no foreign exchange earnings.

INTERNAL CONTROLS

The disclosure relating to the Internal Control Systems in the Company has been given in detail in the Management Discussion and Analysis Report, annexed to this Report.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the Employees, Investors, Customers, Bankers, Registrars and Transfer Agents, SEBI, Exchanges, NSDL and other regulatory and government authorities during the year.

Your Directors also wish to place on record their deep sense of appreciation and value for the contributions made by every staff member of the Company.

For and On Behalf of the Board

Sd/- (MANOJ KUMAR CHAND) Place: Mumbai Chairman Date: 27th May, 2014 DIN-02848954


Mar 31, 2013

To The Members,

The Directors present herewith the 32nd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars Year Ended Year Ended 31stMarch, 31st March, 2013 2012

Gross Income 17056.73 17174.53 Profit/(Loss) before Interest,

Depreciation & tax 1157.19 1802.41

Less : Interest 684.89 134.66

Less : Depreciation 435.65 594.10

Profit / (Loss) before exceptional items and taxes 36.65 1073.65

Add : Exceptional Items 2063.33 (1242.80)

Profit / (Loss) before Tax 2099.98 (169.15)

Less : Provision for Tax

Profit / (Loss) after Tax 2099.98 (169.15)

Less : Prior period expenses 0.006

Profit / (Loss) for the year 2099.98 (169.15)

Add : Profit/(Loss) brought forward from previous year (6663.33) (6494.18)

Balance carried to Balance Sheet (4563.35) (6663.33)



DIVIDEND

Your Directors do not recommended any dividend for the year under review.

OPERATIONS

During the year under review, your company recorded turnover of Rs.17056.73 lacs as against Rs.17174.53 lacs in previous year. The net profit before exceptional item was Rs.36.65 lacs as against Rs. 1073.65 lacs in the previous year. This fall in the operational profit was mainly due to steep increase in the finance cost and certain write off due to various closer of the units. However the net profit after exceptional items is Rs.2099.98 lacs against the loss of Rs.169.15 lacs in the previous year.

As you know, your company has closed down several unviable and unproductive units in last two years and sold these units. The Sale proceeds of these units were fully utilized to repay the debts. Your Directors are happy to report that all outstanding secured loans with the financial institutions and Banks have been fully settled and paid. Now there is only secured loan from Edelweiss Assets Reconstruction Company Limited, for which also payment schedule have been finalized.

You will happy to note that after several years, your Company has positive net worth and Debt- Equity ratio has improved significantly. Your Directors are extremely greatful to all the Stakeholders for their continues support during this difficult period of the journey. Now your company is fully on path of the recovery and better prosperity.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposit from the public within the meaning of Non Banking Financial Companies (Reserve Bank Directions) or Section 58A of the Companies Act, 1956 or Rules made thereunder.

DIRECTORS

Mr. K. Parthasarathy retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant it the requirement under section 217 (2AA) of the Companies Act, 1956, with respect of Director''s Responsibility Statement, it is hereby confirmed that :

(i) in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable Accounting Standards have been followed alongwith proper explanations relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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'' financial year and of the profit of the Company for the year ended that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

PERSONNEL

The Company had not paid any remuneration attracting the provisions of the Companies (Particulars of employees) Rules 1975 read with the Section 217 (2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard. LISTING FEES

Listing fees to The Bombay Stock Exchange has been paid for the financial year 2013-14

Listing fees to The Stock Exchange, Ahmedabad, Madras and Delhi remains unpaid. The applications of the company for de-listing of the Company''s securities from the Ahmedabad, Madras and Delhi Stock Exchange are pending. CORPORATE GOVERNANCE

A detailed report on Corporate Governance is separately attached together with a report on Management discussion and analysis.

CONSOLIDATED FINANCIAL STATEMENTS:

i) Company has one subsidiary - Blue Blends Equity Limited.

As required under the listing agreement with the Stock exchange, the audited consolidated financial statements of the Company incorporating its subsidiary company prepared in accordance with applicable Accounting Standards are attached.

ii) The Ministry of Corporate Affairs has by its notification dated 8th February 2011 granted a general exemption to companies, as per which, the provision of section 212 shall not apply in relation to subsidiaries, subject to the fulfillment of certain conditions. Accordingly the consolidated financial statements of the holding company and subsidiary duly audited by its statutory auditors have been presented and the individual account of the subsidiary company has not been attached.

iii) Any shareholder may either ask for a copy or inspect at the registered office a copy of the audited accounts of the subsidiary company.

AUDITORS & AUDITORS REPORT

M/s P.C.Surana & Co., Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received a letter from M/s. P.C.Surana & Co., to the effect that their appointment, if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified from such appointment within the meaning of section 226 of the Companies Act, 1956. COST AUDIT

Pursuant to the directives of the Central Government under the provisions of Section 233 B of the Companies Act, 1956, qualified Cost Auditors have been appointed to conduct cost audit relating to textile products manufactured by the Company.

PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956

As required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, the relevant information is given below:

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 byAhmedabad 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.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude, the co-operation and assistance given by the Financial Institutions, Bankers and Customers of the Company during the year under review.

For and on behalf of the board Anand Arya Chairman & Managing Director

Place : Mumbai.

Dated :29th May, 2013


Mar 31, 2012

The Directors have pleasure in submitting the Twenty Sixth Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIALRESULTS:

The financial results for the period under review are summarized as under for your consideration: -

(Rs. in Lakhs)

Particulars Year ended Year ended 31st March, 2012 31st March, 2011

Gross Income 7.73 7.84

Profit/(Loss) before Depreciation, Interest & Tax 2.59 0.59

Less: Depreciation 0.08 0.08

Less: Interest -- -

Profit/(Loss) before exceptional items and taxes 2.51 0.51

Add: Provision for NPA's written back -- -

Profit/(Loss) before Tax 2-51 0.51

Add: Prior Period Expenses -- -

Profit/(Loss) after Tax 2.51 0.51

Add: Balance brought forward (793.96) (794.47)

Deficit in Profit & Loss account carried to Balance Sheet (791.45) (793.96)

DIVIDEND

Your Directors have not recommended any dividend on Equity Shares for the year under review.

OPERATIONS

The Company is still concentrating only on recovery of its dues. Despite best efforts, the Company is finding it difficult to recover its dues from its defaulting lessees/hirers against whom decrees have been obtained, since the said lessees/hirers are either under winding up or under BIFR. In the other cases, the company is facing difficulties in tracing the main promoters of the lessees/hirers.

CURRENT YEAR OPERATIONS AND FUTURE BUSINESS PLANS

As you are aware, the company is presently not engaged in any business operations. Due to paucity of capital, which has been totally eroded, the company's plans to get into other avenues are not taking off. However, the company is striving its best to formulate a profitable business plan by looking out for new opportunities, which do not involve any capital outlay/investment. The Company shall also continue with its efforts for recovery of its dues.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposit from the public within the meaning of Non Banking Financial Companies (Reserve Bank Directions) or Section 58A of the Companies Act, 1956 or Rules made there under.

DIRECTORS

Mr. Janardan Joshi and Mr. Pujaram Purohit retire by rotation and being eligible offers themselves for re- appointment at the ensuing Annual General Meeting.

Mr. Vijay Kumar Bothra was appointed as Additional Director of the Company with effect from 21st October, 2011 and he holds office of Director up to the conclusion of forthcoming Annual General Meeting. The Company has received a notice in writing under Section 257 of the Companies Act, 1956 with requisite security deposit form a shareholder proposing the candidature of Mr. Vijay Kumar Bothra as a Director of the Company. The resolution for appointment of Mr. Vijay Kumar Bothra is contained in the notice of the ensuing Annual General Meeting of the Members of the Company.

Mr. Mahendra Dugar had resigned from the office of the Director of the Company with effect from 21st October, 2011. The Board of Directors place on records its deep appreciation for the support and co-operation extended to the Company by the outgoing Director of the Company during the tenure of his office.

Mr. K. Srinivasa Varadhan had resigned from the office of the Director of the Company with effect from 10th April, 2012. The Board of Directors place on records its deep appreciation for the support and co-operation extended to the Company by the outgoing Director of the Company during the tenure of his office.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant it the requirement under section 217 (2AA) of the Companies Act, 1956, with respect of Director's Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 financial year and of the profit of the Company for the year ended that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a going concern

basis.

AUDITORS' QUALIFICATION

As regards Auditors' Qualification in Para no. 6 of the Report, your attention is drawn to Note No. 'L .2'which are self explanatory.

PERSONNEL

The Company had not paid any remuneration attracting the provisions of the Companies (Particulars of employees) Rules 1975 read with the Section 217 (2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges a report on the Corporate Governance is appended as Annexure to this report.

CONSERVATION OFENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

1) Information in accordance with the provisions of Section 217(1) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of energy & technology absorption, being not applicable, are not given.

2) Foreign Exchange earnings & Outgo :

Earnings : Nil

Outgo : Nil

AUDITORS

The Auditors of the Company, M/s. P. C. Surana & Co. retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Necessary certificate under Section 224(1B) of the Companies Act, 1956 has been received from them.

ACKNOWLEDGMENT

The Directors acknowledge with gratitude the co-operation and support extended by the Bankers, Shareholders and Employees of the Company.

For and on behalf of the Board

Place: Mumbai (AnandArya)

Date : 26th May, 2012 Chairman


Mar 31, 2011

The Members,

The Directors have pleasure in submitting the Twenty Fifth Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

PINANOALRESULTS:

The financial results for the period under review are summarized as under for your consideration :- (Rs. in Lakhs)

Particulars Year ended Year ended 31st March, 2011 31st March, 2010

Gross Income 7.84 7.88

Profit/(Loss) before Deprecia -tion, Interest & Tax 0.59 (0.36)

Less: Depreciation 0.08 0.20

Less: Interest - -

Profit/(Loss) before exceptional items and taxes 0.51 (0.56)

Add: Provision for NPA's written back - -

Profit/(Loss) before Tax 0.51 (0.56)

Fringe Benefit Tax - -

Add: Prior Period Expenses - -

Profit/(Loss) after Tax 0.51 (0.56)

Add: Balance brought forward (794.47) (793.91)

Deficit in Profit & Loss account carried to Balance Sheet (793.96) (794.47)

DIVIDEND

Your Directors have not recommended any dividend on Equity Shares for the year under review.

OPERATIONS

The Company is still concentrating only on recovery of its dues. Despite best efforts, the Company is finding it difficult to recover its dues from its defaulting lessees/hirers against whom decrees have been obtained, since the said lessees/hirers are either under winding up or under BIFR. In the other cases, the company is facing difficulties in tracing the main promoters of the lessees/hirers.

CURRENT YEAR OPERATIONS AND FUTURE BUSINESS PLANS

As you are aware, the company is presently not engaged in any business operations. Due to paucity of capital, which has been totally eroded, the company's plans to get into other avenues are not taking off. However, the company is striving its best to formulate a profitable business plan by looking out for new opportunities, which do not involve any capital outlay/investment. The Company shall also continue with its efforts for recovery of its dues.

FIXED DEPOSTTS

The Company has neither invited nor accepted any deposit from the public within the meaning of Non Banking Financial Companies (Reserve Bank Directions) or Section 58A of the Companies Act, 1956 or Rules made thereunder.

DIRECTORS

Mr. Anand Arya and Mr. K Srinivasa Varadhan retire by rotation and being eligible offers themselves for re- appointment at the ensuing Annual General Meeting.

Mr. Puj aram Purohit was appointed as Additional Director of the Company with effect from 18th July, 2011 and he holds office of Director upto the conclusion of forthcoming Annual General Meeting. The Company has received a notice in writing under Section 257 of the Companies Act, 1956 with requisite security deposit form a shareholder proposing the candidature of Mr. Puj aram Purohit as a Director of the Company. The resolution for appointment of Mr. Pujaram Purohit are contained in the notice of the ensuing Annual General Meeting of the Members of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant it the requirement under section 217 (2AA) of the Companies Act, 1956, with respect of Director's Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 financial year and of the profit of the Company for the year ended that. date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

(iv) the Directors have prepared the accounts for the financial year ended 31 st March, 2011 on a going concern basis.

PERSONNEL

The Company had not paid any remuneration attracting the provisions of the Companies (Particulars of employees) Rules 1975 read with the Section 217 (2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges a report on the Corporate Governance is appended as Annexure to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

1) Information in accordance with the provisions of Section 217(1) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of energy & technology absorption, being not applicable, are not given.

2) Foreign Exchange earnings & Outgo:

Earnings : Nil

Outgo : Nil

AUDITORS

The Auditors of the Company, M/s. P. C. Surana & Co. retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Necessary certificate under Section 224(1B) of the Companies Act, 1956 has been received from them.

ACKNOWLEDGMENT

The Directors acknowledge with gratitude the co-operation and support extended by the Bankers, Shareholders and Employees of the Company.

For and On Behalf of the Board



Place: Mumbai (AnandArya) Date : 27th July, 2011 Chairman


Mar 31, 2010

The Directors have pleasure in submitting the Twenty Fourth Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIALRESOLTS:

The financial results for the period under review are summarised as under for your consideration:-

(Rs. in lakhs)

Particulars Year ended Year ended

31.03.2010 31.03.2009

Gross Income 7.88 7.95

Profit/(Loss) before Depreciation, Interest & Tax (0.36) (0.73)

Less: Depreciation 0.20 0.25

Less: Interest - -

Profit/(Loss) before exceptional items and taxes (0.56) (0.98)

Add: Provision for NPAs written back - -

Profit/(Loss) before Tax (0.56) (0.98)

Fringe Benefit Tax - (0.06)

Add: Prior Period Expenses - -

Profit/(Loss) after Tax (0.56) (1.04)

Add: Balance brought forward (793.91) (792.87)

Deficit in Profit & Loss account carried to Balance Sheet 794.47 (793.91)

DIVIDEND

Your Directors do not recommend payment of any dividend for the year ended 31st March, 2010.

OPERATIONS

As you are aware, the Company is a debt-free Company. The Company is still concentrating only on recovery of its dues. Despite best efforts, the Company is finding it difficult to recover its dues from its defaulting lessees/ hirers against whom decrees have been obtained, since the said lessees/hirers are either under winding up or under BIFR. In the other cases, the company is facing difficulties in tracing the main promoters of the lessees/ hirers.

CURRENT YEAR OPERATIONS AND FUTURE BUSINESS PLANS

As you are aware, the company is presently not engaged in any business operations. Due to paucity of capital, which has been totally eroded, the companys plans to get into other avenues are not taking off. However, the company is striving its best to formulate a profitable business plan by looking out for new opportunities, which do not involve any capital outlay/investment. The Company shall also continue with its efforts for recovery of its dues.

FIXED DEPOSITS

During the year the Company has neither invited nor accepted or renewed any Fixed Deposit within the meaning of Section 58A of the Companies Act, 1956 or Rules made thereunder.

LISTING OF THE COMPANYS SHARES

The shares of your Company are listed on the Bombay Stock Exchange (Regional Stock Exchange). The Company has paid the listing fees up to date to BSE.

DIRECTORS

Mr. Mahendra Dugar retires by rotation and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

It is hereby confirmed:

(i) That in preparation of the accounts for the financial year ended 31st March, 2010, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 financial year and of the loss of the Company for the year under review;

(iii) That the Directors have taken prior and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

PARTICULARS OF EMPLOYEES

During the period under review, the company had not employed any employee about whom information is to be given in accordance with Sub-Section (2A) of Section 217 of the Companies Act, 1956, as amended, read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges a report on the Corporate Governance is appended as Annexure to this report.

AUDUCOMMITIEE

The company has constituted an audit committee of Directors as required under Section 292A of the Companies Act, 1956. Some of the terms of reference of Audit Committee are to review the financial reporting process and to examine accountancy, taxation and disclosure aspect of significant transactions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

i Foreign Exchange earnings/outgo during the period under review was Rs. Nil. The Company has no activities relating to conservation of energy and technology absorption.

AUDITORS

The Auditors of the Company, M/s. P. C. Surana & Co. retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Necessary certificate under Section 224(1 B) of the Companies Act, 1956 has been received from them.

SUBSIDIARIES

The report and accounts of Blue Blends Stocks & Securities Ltd., a 100% subsidiary of your Company, for the year ended 31 st March 2010, are annexed.

ACKNOWLEDGMENT

The Directors acknowledge with gratitude the co-operation and support extended by the Bankers, Shareholders and Employees of the Company.



For and On Behalf of the Board

Place: Mumbai (Anand Arya)

Date : 30th July, 2010 Chairman

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