Mar 31, 2018
Dear Members,
The Director hereby present the 26th Annual Report of the Company for the financial year ended 31st March 2018.
OPERATIONS & FINANCIAL PERFORMANCE OF THE COMPANY
Detailed information on the development of the Companyâs activities and the total revenue of the Company for the financial year ended 31st March, 2018 is mentioned in its financial statements attached to this Annual Report.
DIVIDEND
The Directors regret their inability to recommend dividend for the year under review due to insufficient profit.
BUSINESS RISK MANAGEMENT
The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. The threats to the segments in which the company operates are volatility in Exchange rate & Metal Prices. The company is concerned about the vide Fluctuations in Copper prices globally and locally and increase in foreign exchange value.
DEPOSITS
The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the company has not given any loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013
CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, except the remuneration to managerial personnel, there is no other related party transactions to be disclosed.
E-VOTING SERVICES
Your Company is pleased to provide the facility to Members to exercise their right to vote by electronic means and had opt for e-voting through CDSL platform.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith elsewhere in the Annual Report.
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2018, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non-availability of the correct particulars.
REDUCTION OF CAPTIAL
During the period under review, the Company has reduced the share capital of the Company by reducing the face value of each share from Rs. 5/- to Rs. 2/-. The Company has got the No observation letter from BSE Limited, & SEBI on 23rd July 2018, and the Company is in the process of floating an application to NCLT for its approval.
CORPORATE GOVERNANCE
Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per the provision of SEBI (LODR) Regulations 2015. A separate section on Corporate Governance together with a certificate from the Statutory Auditorâs confirming compliance is set out in the Annexure forming part of this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.
ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013
(a) Conservation of Energy:
The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.
(i) the steps taken by the company for utilizing alternate sources of energy -Nil
(ii) the capital investment on energy conservation equipments - Nil
(b) (i) Technology Absorption, adaptation and innovation:- Indigenous Technology is involved for the manufacturing the products of the Company.
(ii) Research and Development (R & D): No research and Development has been carried out.
(c) Foreign exchange earnings: As per the notes to accounts
(d) Foreign exchange out go: As per the notes to accounts
PARTICULARS OF EMPLOYEES
The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
STATUTORY AUDITORS
The provisions of Section 139(2) of the Companies Act 2013 and the Rules made there-under, mandated the Company to rotate its Statutory Auditors and Board of Directors of the Company (on recommendation of Audit Committee) in its meeting held on 1st September 2017, has, (which was ratified by the shareholders in the Annual General meeting to be held on 28th September 2017), approved the appointment of M/s. P C N & Associates., (FRN: 016016S), (formerly M/s. Chandra Babu Naidu & Co.,), Chartered Accountants, as the Statutory Auditors of the Company subject to ratification at every Annual General Meeting.
In this regard, Board of Directors of the Company (on recommendation of Audit Committee) in its meeting held on 1st September 2018, has, proposed to ratify the re-appointment of the said Statutory Auditors from the conclusion from this AGM till the conclusion of next AGM.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD MEETINGS:
The dates on which the above Board meetings were held are mentioned else-where in t his Annual Report
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c)of the Companies Act, 2013, with respect to Directors responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ;
b. 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 ended 31st March, 2018 and of the profit and loss of the company for that period;
c. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. That the directors have prepared the annual accounts 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.
POLICIES
Material Subsidiary
During the year ended March 31, 2018, the Company does not have any material listed/unlisted subsidiary companies as defined in the Companies Act 2013 & SEBI (LODR) Regulations 2015. The policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company.
Vigil Mechanism
The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mrs. G Mani, Chairman of Audit Committee through email or by correspondence through post.
Familiarisation programme for Independent Directors
Pursuant to the provisions of SEBI ( LODR) Regulations 2015, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc through various initiatives.
Key Managerial Personnel
The company has appointed Mr. B Ravi Kumar, Managing Director of the Company as Chief Executive Officer of the Company and Mr. J Nagendra Prasad as Chief Financial Officer of the Company to comply with the provisions of Section 203 of the Companies Act, 2013. The Company is in the process of intimating the same to BSE Limited & ROC in the prescribed manner.
Related Party Transaction
Policy on dealing with Related Party Transactions is approved by the Board
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons (except remuneration) which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is obtained by the company and forms part of this Annual report.
Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Boardâs Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the Boardâs Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations
Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.
Personnel
The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.
Acknowledgements
Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.
For and On Behalf of the Board
BLUE CLOUD SOFTECH SOLUTIONS LIMITED.,
Place: Hyderabad Sd/- Sd/-
Date : 01.09.2018 Managing Director Director
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 24th Annual Report
together with the Audited Balance Sheet, Profit & Loss Account and Cash
Flow Statement for the financial year ended 31 March, 2015.
FINANCIAL RESULTS REVIEW AND PROSPECTS
Your company has recorded a total income of Rs. 67,00294/- for the year
ended 31- March 2015 against total income of Rs. 62,41,531/- last year.
The company, has recorded a profit of 2,05,35/- for the current period
against Rs. 29,521/- for the last year which is encouraging. Board of
Directors assure you better financial position in the years to come.
THE COMPANY'S PRODUCTS / SERVICES
The company has completely abandoned the shrimp / farming activity some
time back as the business is not as per the expectations. The company
has not made any business of purchase / sale since some time back. The
company has proposed to venture into software business m the years
to come.
DIVIDEND
The Directors regret their inability to recommend dividend for the year
under review due to insufficient profit.
BUSINESS RISK MANAGEMENT
The Company, like any other enterprise, is exposed to business risk
which can be internal risks as well as external risks. The threats to
the segments in which the company operates are
* Competition from other developing countries
* Encouragement from the Govts.
* Continuous Quality Improvement
* Geographical Disadvantages.
* International labor and Environmental Laws.
* To balance the demand and supply.
* To make balance between price and quality.
DEPOSITS
The Company has not accepted deposits covered under Chapter V of the
Companies Act, 2013 and accordingly, the disclosure requirements
stipulated trader the said Chapter are not applicable.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year trader review, the company has not given any loans,
Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013
CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES
Pursuant to clause (h) of sub-section (3)of section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014, there is no other
related party transactions to be disclosed as required under the above
said statutory requirement.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annpypd herewith elsewhere in the Annual Report.
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2015, there were no Equity Shares of Shareholders were
lying in the Escrow Account due to non-availability of the correct
particulars.
CORPORATE GOVERNANCE
Your Directors are happy to report that your Company is compliant with
the Corporate Governance requirements as per Clause 49 of the Listing
Agreement with the Stock Exchanges. A separate section on Corporate
Governance together with a certificate from the Statutory Auditor's
confirming compliance is set out in the Annexure forming part of this
report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report, has been attached and
forms part of the Annual Report.
ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT,
2013
(a) Conservation of Energy:
The Company is monitoring the consumption of energy and is identifying
measures for conservation of energy.
(i) the steps taken by the company for utilising alternate sources of
energy -Nil
(ii) the capital investment on energy conservation equipments - Nil
(b) (i) Technology Absorption, adaptation and innovation:- Indigenous
Technology is involved for the manufacturing the products of the
Company.
(ii) Research and Development (R & D): No research and Development has
been carried out.
(c) Foreign exchange earnings: Nil
(d) Foreign exchange out go: Nil
PARTICULARS OF EMPLOYEES
The Directors are to report that none of the employee was in receipt of
remuneration exceeding the limit prescribed under rule 5(2) of the
Companies (Appointment and Remuneration of managerial Personnel) Rules
2014
STATUTORY AUDITORS
M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and are eligible for reappointment. The said Auditors have forms the
Certificate of their eligibility for re-appointment. Pursuant to the
provisions of Section 139 of the Companies Act, 2013 and the Rules
framed thereunder. Accordingly the statutory auditor of the Company was
reappointed from the conclusion of the previous AGM till the conclusion
of the AGM to be held in the year 2017, subject to ratification of
their appointment at the subsequent AGMs.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement the Board has carried out an annual performance,
the directors individually as well as the evaluation of the working of
its Audit and Nomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES
OF THE BOARD MEETINGS:
The dates on which the above Board meetings were held are as follows;
30th May 2014, 14th August 2014, 1st September 2014, 13th November
2014, 13th February 2015 and 26th March 2015
DIRECTORS & INDEPENDENT DIRECTORS
During the period under review, Mr. GVLN Raju has resigned as Director
of the Company due to his pre- occupations and in this Place Mrs. G
Mani was appointed on the Board w.e.f 26th March 2015
At the 23rd Annual General Meeting of the Company held in September
2014, the Members of the Company had appointed Independent Directors of
the Company, for a period of 5 years. All Independent Directors have
given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and Clause 49 of
the Listing Agreement.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c)of the Companies
Act, 2013, with respect to Directors responsibilities Statement it is
hereby confirmed:
a. That in preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures ;
b. 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 ended 31st
March, 2015 and of the profit and loss of the company for that period;
c. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d. That the directors have prepared the annual accounts 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.
POLICIES
Material Subsidiary
During the year ended March 31, 2015, the Company does not have any
material listed/unlisted subsidiary companies as defined in Clause 49
of the Listing Agreement. The policy on determining material unlisted
subsidiary of the Company is approved by the Board of Directors of the
company.
Vigil Mechanism
The Board of Directors of the company are committed to maintain the
highest standard of honesty, openness and accountability and recognize
that employees have important role to play in achieving the goal. As a
public company the integrity of the financial matters of the Company
and the accuracy of financial information is paramount. The
stakeholders of the Company and the financial markets rely on this
information to make decisions. For these reasons, the Company must
maintain workplace where it can retain and treat all complaints
concerning questionable accounting practices, internal accounting
controls or auditing matters or concerning the reporting of fraudulent
financial information to our shareholders, the Government or the
financial markets. The employees should be able to raise these free of
any discrimination, retaliation or harassment. Pursuant to the policy,
employees are encouraged to report questionable accounting practices to
Mrs. G Mani, Chairman of Audit Committee through email or by
correspondence through post.
Familiarisation programme for Independent Directors
Pursuant to the provisions of Clause 49 of the Listing Agreement, the
Company has formulated a programme for familiarising the Independent
Directors with the company, their roles, rights, responsibilities in
the company, nature of the industry in which the company operates,
business model of the company etc through various initiatives.
Key Managerial Personnel
The Company is in the process of appointing the Chief Financial Officer
as Key Managerial Personnel in accordance with the Section 203 of the
Companies Act, 2013.
Related Party Transaction
Policy on dealing with Related Party Transactions is approved by the
Board
No related party transactions were entered into during the financial
year under review, There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large. The same
was discussed by the Audit Committee as also the Board. The policy on
Related Party Transactions as approved by the Board. None of the
Directors has any pecuniary relationships or transactions vis-a-vis the
Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to financial statements. Periodic audits are undertaken on a
continuous basis covering all the operations i.e., manufacturing, sales
& distribution, marketing, finance, etc. Reports of internal audits are
reviewed by management from time to time and desired actions are
initiated to strengthen the control and effectiveness of the system.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Secretarial Audit Report is signed by the
Director of the Company and forms part of this Annual report.
Disclosures pursuant to The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
forms part of the Board's Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, in
respect of employees of the Company forms part of the Board's Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The details pertaining to
criteria for determining qualifications, positive attributes and
independence of a Director and remuneration policy have been provided
in Section of the attached Corporate Governance Report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the
Company and its future operations
Disclosure Under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act 2013. An Internal committee
has been set up to redress the complaints received regarding sexual
harassment at workplace. All employees including trainees are covered
under this policy.
PERSONNEL
The relationship between the management and the staff was very cordial
throughout the year under review. Your Directors take this opportunity
to record their appreciation for the cooperation and loyal services
rendered by the employees.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the continuous
assistance and co-operation extended to your Company by the valued
customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange
Limited & National Stock Exchange of India Limited and all other
regulatory Authorities. The Directors also sincerely acknowledge the
significant contributions made by a the employees for their dedicated
services to the Company.
For and on behalf of the board
Place: Hyderabad Executive Director Director
Date: 14th August 2015