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Directors Report of Blue Pearl Texspin Ltd.

Mar 31, 2014

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


Jun 30, 2013

To, The Members of BLUE PEARL TEXSPIN LIMITED

(Formerly known as "E-Wha Foam India Limited")

The Directors take pleasure in presenting their 21st Annual Report of the Company along with the Audited Financial Statements, for the period ended June 30, 2013.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

(Amt in Rs.)

PARTICULARS PERIOD/YEAR ENDED

June 30, 2013 March 31, 2012

Total Income 1,25,24,838 14,48,322

Total Expenditure 1,24,63,785 17,83,205

Profit/(Loss) before Taxation 61, 053 (3,34,883)

Profit/(Loss) after Taxation 61, 053 (3,34,883)

Profit/(Loss) Brought Forward (5,22,03,559) (5,18,68,676)

Balance carried to Balance Sheet (5,21,42,506) (5,22,03,559)

2. FINANCIAL OPERATIONS:

During the year your Company has ventured into new business activity i.e. textile business pursuant to change of name of Company. Hence the Company has incurred profit of Rs. 61,053/- from the new business activity during the period ended June 30, 2013. The Company through efficient production management system and modernization is confident of increasing the profits of the Company in the coming years.

3. 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.

4. CHANGE OF NAME:

During the current year under review name of your Company was changed from E-Wha Foam India Limited to Blue Pearl Texspin Limited w.e.f November 08, 2012 pursuant to fresh Certificate of Incorporation consequent to change of name issued by the Registrar of Companies, Mumbai. Further, your Company has made Name Change application with Bombay Stock Exchange pursuant to Change of Name from E-Wha Foam India Limited to Blue Pearl Texspin Limited. However approval for same is pending from BSE Limited.

5. EXTENSION OF CURRENT FINANCIAL YEAR:

During the current year under review your Company at its meeting held on March 30, 2013 have approved extension of its current financial year commencing from April 01, 2012 to June 30, 2013 covering period of 15 (Fifteen) months.

6. DEPOSITS:

During the period under review, your Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time.

7. 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.

8. DIRECTORS:

During the year Mr. Deepak Rane and Mr. Mukesh Sampat, Directors retire by rotation and being eligible has offered themselves for re-appointment. The members are requested to re-appoint them in the forthcoming Annual General Meeting.

9. 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.

10. 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.

11. 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.

12. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review, there were no Foreign Exchange Earnings and Outgo.

13. AUDITORS:

M/s. Gupta Saharia & Co., Chartered Accountants, Mumbai, Statutory Auditors of your Company hold office until the conclusion of the forthcoming Annual General Meeting. They have expressed their unwillingness for re- appointment in the Company.

The Company has received consent for appointment of M/s. C.P. Jaria & Co., Chartered Accountants, as the Statutory Auditors of the Company. It is therefore proposed to appoint M/s C.P. Jaria, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.

14. 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.

15. COMMITTEES OF THE BOARD:

Board has constituted Committees pursuant to provisions of Companies Act, 1956 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.

16. CEO/CFO CERTIFICATION:

Certificate of CEO/CFO of the Company on Financial Statements, Cash Flow Statement for the period ended June 30, 2013 and Certificate of CEO for compliance with Code of Conduct by Board members and Senior Management personnel on Annual basis are enclosed herewith.

17. 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.

18. CORPORATE GOVERNANCE REPORT:

Report on Corporate Governance of the Company for the year 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.

19. LISTING FEES:

Being listed at BSE Limited, Mumbai & Ahmadabad Stock Exchange Limited, the Company has duly paid the listing fees.

20. ELECTRONIC FILING:

The Company periodically uploads Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. on its website viz. www.bluepearltexspin.com within the prescribed time limit.

21. 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 June 30, 2013.

By Order of the Board of Directors

Blue Pearl Texspin Limited

(Formerly known as "E-Wha

Foam India Limited")

Date : August 30, 2013 Arun Kumar Sharma Shankar Pandare

Place : Mumbai Director Director


Mar 31, 2011

To The Members of E-WHA FOAM INDIA LIMITED

The Directors have great pleasure in presenting 19TH ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below: (Amt in Rs.)

PARTIULARS YEAR ENDED

2010-2011 2009-2010

Total Income - -

Total Expenditure 216472 32895

Profit/(Loss) before Taxation (216472) (32895) Profit/(Loss) after Taxation (216472) (32895)

Profit/(Loss) Brought Forward (51652204) (51619309)

Balance carried to Balance Sheet (51868676) (51652204)

2. REVIEW OF OPERATIONS

The Company has incurred losses of Rs 216472/- during financial year. Your Directors expects to achieve better performance in the future and taking maximum efforts to control the costs and optimize the result in the coming years. The shares of your Company are listed at Bombay Stock Exchange and Ahmedabad Stock Exchange. However the trading in equity shares of your company at Bombay Stock Exchange is presently suspended due to non-compliances of some clauses of Listing Agreement. The company is in the process of reviving the company

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. DEPOSITS

The company has not accepted any deposits from the Public.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

Mr. Narendra Solanki and Mr. Mukesh Sampat, Directors retiring by rotation in terms of provisions of Companies Act, 1956 and are eligible for re-appointment. The resolutions for their appointment as Director(s) are placed before you in the Annual General Meeting.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 financial year and of the Profit or Loss of the Company for that period.

iii. That 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. That the Directors have prepared the Annual accounts on a going concern basis.

9. 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 and foreign exchange earnings and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

11. AUDITORS

The Board recommends appointment of M/S Gupta Saharia & Co., Chartered Accountant as Statutory Auditors of the Company for the financial year 2011-2012, who have also confirmed that their appointment shall be within limits specified under section 224 (1B) of the Companies Act, 1956.

12. AUDITORS REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

13. COMMITTEES OF THE BOARD

Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement the Company has formed Audit Committee. Besides this the Company has also formed Shareholder / Investor Grievance Committee to redress investor's complaint, if any.

14. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Report from M/s Gupta Saharia & Co, Statutory Auditors and is annexed hereto.

A separate Report on corporate Governance is also annexed hereto and marked as Annexure A to this Report.

15. ACKNOWLDEGEMENTS

Your Company and its Directors wish to sincerely thanks all the customers, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

A separate Report on corporate Governance is also annexed hereto and marked as Annexure A to this Report.

By Order Of the Board

For E-WHA FOAM INDIA LIMITED

DIRECTOR DATE: 02nd September, 2011

PLACE: Mumbai


Mar 31, 2010

To The Members of E-WHA FOAM INDIA LIMITED

The Directors have great pleasure in presenting 18TH ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below: (Amt in Rs.) PARTIULARS YEAR ENDED 2009-10 2008 -09

Total Income - -

Total Expenditure 32895 26495

Profit/(Loss) before Taxation (32895) (26495)

Profit/(Loss) after Taxation (32895) (26495)

Balance bought forward from previous year (51619309) (51592814)

Balance carried to Balance Sheet (51652204) (51619309)

2. REVIEW OF OPERATIONS

The Company has incurred losses of Rs.32895/- during financial year. Your Directors expects to achieve better performance in the future and taking maximum efforts to control the costs and optimize the result in the coming years.

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. DEPOSITS

The company has not accepted any deposits from the Public.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

Mr. Priyesh Pethe and Mr. Narendra Solanki, Directors retiring by rotation in terms of provisions of Companies Act, 1956 and are eligible for re-appointment. The resolutions for their appointment as Director(s) are placed before you in the Annual General Meeting.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 financial year and of the Profit or Loss of the Company for that period.

iii. That 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. That the Directors have prepared the Annual accounts on a going concern basis.

9. 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 and foreign exchange earnings and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

11. AUDITORS

The Board recommends appointment of M/S Gupta Saharia & Co., Chartered Accountant as Statutory Auditors of the Company for the financial year 2010-2011, who have also confirmed that their appointment shall be within limits specified under section 224 (1B) of the Companies Act, 1956.

12. AUDITORS REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

13. COMMITTEES OF THE BOARD

Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement the Company has formed Audit Committee. Besides this the Company has also formed Shareholder / Investor Grievance Committee to redress investor's complaint, if any.

14. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Report from M/s Gupta Saharia & Co, Statutory Auditors and is annexed hereto.

A separate Report on corporate Governance is also annexed hereto and marked as Annexure A to this Report.

15. ACKNOWLDEGEMENTS

Your Company and its Directors wish to sincerely thanks all the customers, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

By Order Of the Board For E-WHA FOAM INDIA LIMITED

DIRECTOR

DATE : 20th August, 2010

PLACE: Mumbai

 
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