Blue Cloud Softech Solutions Ltd
Directors Reports
Dear Members,
Yours Director hereby present the 32nd Annual Report of the Company for the
financial year ended 31st March 2023.
OPERATIONS & FINANCIAL PERFORMANCE OF THE COMPANY
Detailed information on the development of the Company's activities and the total
revenue of the Company for the financial year ended 31st March, 2023 is
mentioned in its financial statements attached to this Annual Report. (Rs. In Lakhs)
Particulars |
As at 31 March, 23 |
As at 31 March, 22 |
Revenue from Operations |
2904.17 |
22.00 |
Other Income |
14.50 |
10.01 |
Total Expenses |
2828.89 |
32.01 |
Profit/(Loss) before exceptional items and tax |
89.79 |
12.49 |
Exceptional Items |
0 |
0 |
Profit/(Loss) before tax |
89.79 |
12.49 |
Tax Expenses: |
|
|
(1) Current Tax |
23.29 |
1.95 |
(2) Deferred Tax (Asset)/ Liability |
0.02 |
0.01 |
Profit (Loss) after Tax for the period |
66.48 |
10.53 |
Total Comprehensive Income for the year |
0 |
0 |
Earnings Per Share: |
|
|
a) Basic (Rs.) |
0.11 |
0.02 |
b) Diluted (Rs.) |
0.11 |
0.02 |
CAPITAL STRUCTURE OF THE COMPANY:
The Authorised Share Capital as on 31-03-2023 was Rs.50,00,00,000/- (Rupees Fifty
Crores Only) divided into 2,50,00,000 Equity Shares of Rs.2.00/- each.
The Issued, Subscribed & Paid-up Share Capital as on 31-03-2023 was Rs.
11,62,01,600.00/- (Rupees Eleven Crores Sixty-Two Lakhs Sixteen Hundred Only) divided into
5,81,00,800 Equity Shares of Rs.2.00 each.
The company has allotted 3,80,69,200 warrants on preferential basis to the promoter and
non-promoter group.
The company has converted warrants of 1,34,00,000 into equity shares of Rs.2/- each in
the Board Meeting held on 8th September 2021 and has allotted 1,79,00,000 equity shares of
Rs.2/- each in the Board meeting held on 29th December 2021 to the promoter and
non-promotor group by converting previously issued warrants on preferential basis.
The number of warrants still pending for conversion is 67,69,200. The company has
received 25% amount of Rs.33,84,600/- towards 67,69,200 warrants of 2/- each, which is the
partial amount received as on 31.03.2022. Further as on 20th May, 2022 the company has
received the balance 75% of amount i.e Rs. 43,50,000 towards the 29,00,000 share warrants
out of 67,69,200 pending share warrants, for which the company has allotted Equity shares
of Rs.2/- each. Thus, the balance of number of share warrants pending for allotment stands
at 38,69,200 warrants.
Further as on 10th February, 2023 with the permission of the Chair, the
Board of Directors considered regarding Lapse of Warrants and forfeiting the same
29,00,000 Share Warrants as the full consideration was not received by the Company within
the specified time. The Company has offered the advance received against those share
warrants as Other Income. Thus, the balance of number of share warrants pending for
allotment stands at 9,69,200 warrants.
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. 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 available on
the Company Website (http://bluecloudsoftech.com/)
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 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 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: 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
The Members of the Company at the Annual General Meeting (AGM) held on 30th
September, 2022, had approved the appointment of M/s P Murali and Co, Chartered
Accountants, (Firm Registration Number: 007257S) as the Statutory Auditors of the Company
to hold office from the conclusion of the 31st AGM till the conclusion of the 36th AGM.
M/s P Murali and Co vide their letter dated 14th June, 2023 has tendered their resignation
as the Statutory Auditors of the Company because of pre-occupation, in accordance with the
Standards on Auditing specified under Section 143(10) of the Companies Act, 2013,
resulting into a casual vacancy in the office of the Statutory Auditors of the Company.
Pursuant to Section 139(8) of the Companies Act, 2013 (the Act), the Board
of Directors of the Company, on the recommendation of the Audit Committee at its meeting
held on 14th June, 2023 accepted resignation of M/s P Murali and Co and after obtaining
the consent under Section 139(1) of the Act, appointed M/s P C N and Associates, Chartered
Accountants, (Firm Registration Number: 016016S), as the Statutory Auditors of the Company
to fill the casual vacancy caused by the resignation of M/s P Murali and Co with effect
from 14th June, 2023 till the conclusion of this 32nd AGM, subject to the approval and
ratification by the Members at such remuneration plus out of pocket expenses and
applicable taxes, as may be mutually agreed between the Board of Directors of the Company
and the Auditors.
M/s P C N and Associates, Chartered Accountants is a well-known firm of Chartered
Accountants office situated at Hyderabad. The firm also holds a valid Peer Review
Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of
India.
The Board of Directors of the Company on the recommendation of the Audit Committee also
recommend the appointment of M/s P C N and Associates as the Statutory Auditors of the
Company to hold office for a period of five years, from the conclusion of this 32nd AGM,
till the conclusion of the 37th AGM of the Company, subject to the approval of the Members
at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually
agreed between the Board of Directors of the Company and the Auditors.
The Company has received the consent letter and eligibility certificate from M/s P C N
and Associates, to act as the Statutory Auditors of the Company in place of M/s P Murali
and Co along with a confirmation that, their appointment, if made, would be within the
limits prescribed under the Act.
The audit for FY 2022-23 was conducted by M/s P Murali And Co and there are no
qualifications, reservations, adverse remarks or disclaimers made by the statutory auditor
in their audit report. The notes to the financial statements referred in the auditors
report are self explanatory and therefore do not call for any comments under section 134
of the companies act, 2013. The auditors' report is enclosed with the financial statements
in the annual report.
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 Board of Directors met 9 (Nine) times during the Financial Year 2022-2023.
Attendance of Directors is detailed in the Corporate Governance Report.
1. |
16-05-2022 |
4. |
05.09.2022 |
7 |
30.01.2023 |
2. |
20-05-2022 |
5. |
12-11-2022 |
8. |
10.02.2023 |
3. |
12-08-2022 |
6. |
20.01.2023 |
9 |
17-02-2023 |
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,
2023 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, 2023, 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 following Key Managerial Personnel pursuant to Section 203 of
the Companies Act, 2013: Mr. B Ravi Kumar, Managing Director cum Chief Executive Officer;
Mr. Manoj Sandilya Telakapalli as Whole Time Director and Chief Financial Officer; and
Mrs. Sriveena Vadlamudi as Whole Time Director. Mrs. Shraya Jaiswal as Whole Time Company
Secretary.
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 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.
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.
Branch Office
The Company has a branch office in US and UAE
Update on Open Offer
On 17th February, 2023, the Board of Directors of Target Company in its meeting
considered and approved the preferential allotment of 16,00,40,000 (Sixteen Crore Forty
Thousand ) equity shares at a price of Rs.3/- per equity share, wherein Blue cloud is
purchasing 4,00,10,000 shares of IT Corpz INC in lieu of issuance of 16,00,40,000 Equity
Shares by way of share swap to Mrs. Janaki Yarlagadda (Acquirer 2) (6,00,15,000 Equity
Shares), Yas Takaful P.J.S.C. (5,00,12,500 Equity Shares) and Bluesky Capital Fund SPC
(5,00,12,500 Equity Shares). The preferential issue made to Yas Takaful P.J.S.C and
Bluesky Capital Fund SPC will be in the capacity of public shareholders of Blue cloud. b.
The Acquirers have also entered into the SPA on 17th February ,2023 with the sellers and
Target Company, wherein it is proposed that the Acquirers shall purchase 1,41,92,200 fully
paid up Equity Shares of face value Rs.2/- each, which constitutes 6.51% of the Expanded,
issued, subscribed, paid- up and voting share capital. The said sale is proposed to be
executed at a price of Rs. 3/- (Rupees Three) per fully paid -up equity share
(Negotiated Price) aggregating to Rs. 4,25,76,600 (Four Crores Twenty Five
Lakhs Seventy Six Thousand Six Hundred Only) (Purchase Consideration) payable
in cash. Pursuant, to which the acquirers have triggered the obligation to make an Open
Offer in terms of Regulation 3(1) and 4 of the SEBI SAST Regulations to the Shareholders
of the target Company.
The Company is in the process of obtaining in-principle approval of BSE Limited for the
above proposed preferential allotment.
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 |
|
|
Date: 14-06-2023 |
B Ravi Kumar |
Manoj Sandilya Telakapalli |
|
Managing Director |
Whole Time Director |
|
DIN: 01395934 |
DIN: 09630299 |