blue star infotech ltd Directors report

DEAR MEMBERS,

Your Directors present herewith the Eighteenth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31 March 2015.

1. FINANCIAL RESULTS:

The Company’s operating performance during the year ended 31 March 2015 as compared to the previous year is indicated in brief below: (Rs. in Lacs)

	Consolidated		Standalone
	2014-15	2013-14	2014-15	2013-14
Total income	27,064	27,657	14,415	13,234
Profit before interest, depreciation and tax	2,987	2,669	1,959	1,844
Depreciation and Amortisation	438	380	349	339
Profit before tax	2,474	2,184	1,559	1,458
Provision for tax	627	592	390	420
Profit brought forward from previous year	1,817	1,487	1,169	1,038
Balance brought forward from previous year	6,449	5,552	6,207	5,759
Profits available for appropriation	8,266	7,038	7,376	6,797
Less: Transfer to General Reserve	117	104	117	104
Translation Adjustment (Net)	63	–	68	–
Dividend (Proposed)	432	415	432	415
Tax on Proposed Dividend	90	71	90	71
Balance carried forward to Balance Sheet	7,564	6,449	6,669	6,207

Publication of results of subsidiary companies

Section 129 (3) of the Companies Act, 2013, requires the company to attach along with the financial statement, a separate statement containing the salient features of the financial statement of its subsidiaries. The performance and financial position of the subsidiaries and associate of the Company, included in the consolidated financial statement, forms part of the Annual Report and is an integral part of the Directors’ Report. The Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary Companies have not been attached with the Balance Sheet of the Company. If any member so desires, the Company will make available these documents / details upon specific request by the member of the Company.

2. DIVIDEND

Your Directors are pleased to recommend payment of a dividend of Rs. 4/- per equity share of Rs. 10/- each during the year subject to the approval of the shareholders. (Previous year Rs. 4 per share of Rs. 10/- each).

3. OPERATING RESULTS AND BUSINESS

During the year under review, total income of the Company was Rs. 144 Crores as compared to Rs. 132 Crores in the previous financial year, i.e. an increase of 9%. On a consolidated basis, total income decreased from Rs. 276 Crores to Rs. 271 Crores, a decline of around 2%.

The net profit after tax on a standalone basis for the year ended 31 March 2015 was Rs. 11.69 Crores as against Rs. 10.38 Crores in the previous year, an increase of around 13%. On a consolidated basis, the net profit after tax for the year ended 31 March 2015 was Rs. 18.17 Crores as compared to Rs. 14.87 Crores for the previous financial year marking an increase of 22% on a year to year basis.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee appointed Ms. Kalpana Trivedi as an Additional Director of the Company with effect from 30 March 2015. Her appointment as an Independent Director for a period of 5 years will be subject to the members’ approval at the Annual General Meeting.

The erstwhile Chief Financial Officer and Company Secretary Mr. V Sudarshan resigned from the services of the Company effective 31 May 2014. Mr. Aloke Ghosh was appointed the Chief Financial Officer andCompany Secretary of the Company effective 2 June 2014.

5. A STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

A statement on declaration of Independence required to be made under section 149 of the Companies Act, 2013 has been obtained from each of the Independent Directors confirming their independence.

6. BOARD 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 evaluation of the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other committees. The criteria on the basis of which the evaluation has been carried out has been explained in the Corporate Governance Report.

7. POLICY ON NOMINATION AND REMUNERATION

The Board on the recommendation of the Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The highlights of the policy on Nomination and Remuneration is provided as a part of the Directors’ Report. The detailed policy is available on the website of the company.

8. MEETINGS OF THE BOARD

The Board of Directors met four (4) times on 14 May 2014, 23 July 2014, 17 October 2014 and 19 January 2015 during the financial year 2014-15.

9. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company at present has the following subsidiary companies:

a) Blue Star Infotech America, Inc. (BSIA)

The wholly owned subsidiary of the Company, Blue Star Infotech America, Inc. achieved a total income of US$ 196,35,989 (equivalent of Rs. 120.07 Crores) for the financial year ending 31 March 2015 as compared to US$ 2,21,38,707 (equivalent of Rs. 134.19 Crores) for the previous year. Despite a lower turnover, essentially due to reduction in low and negative margin business, a concerted effort to keep costs under check, the Company reported a net profit of US$ 2,74,867 (equivalent of Rs. 1.68 Crores) this year compared to a net loss of US$ 2,49,867 (equivalent of Rs. 1.50 Crores) for the previous year marking a turnaround in profits after four consecutive years. The performance of the subsidiary is satisfactory and expected to progress in the ensuing year as well.

Your Company made an additional investment of US$ 5,00,000 (equivalent of Rs. 3.04 Crores) at par in the equity of the subsidiary in order to further the growth, operations and business of the Company. With this investment, the paid-up capital of the subsidiary as at year end is US$ 23,50,000 (18,50,000 in the previous year).

The investment is in shares of US$ 1 each.

b) Blue Star Infotech (UK) Ltd.

The total income of this wholly owned subsidiary, Blue Star Infotech (UK) Limited was 23,92,092 (equivalent of Rs. 23.59 Crores) for the financial year ended 31 March 2015 as compared to 23,04,183 (equivalent of Rs. 23 Crores) for the previous year. The company registered a net profit of 207,016 (equivalent of Rs. 2.04 Crores) for the financial year ending on 31 March 2015 compared to net profit of 2,15,409 (equivalent of Rs. 2.15 Crores) for the previous year. The shrinkage in profits is due to addition of manpower in the sales team. The business is stable.

c) Blue Star Infotech (Singapore) Pte. Limited

The total income of the wholly owned subsidiary, Blue Star Infotech (Singapore) Pte. Limited was SGD 30,75,977 (equivalent of Rs. 14.62 Crores) for the financial year ended 31 March 2015 as compared to SGD 21,67,203 (equivalent of Rs. 10.45 Crores) for the previous year. The subsidiary registered a net profit of SGD 476,804 (equivalent of Rs. 2.27 Crores) for the financial year ending on 31 March 2015 compared to a net profit of SGD 3,46,802 (equivalent of Rs. 1.92 Crores) for the previous year. Blue Star Infotech Singapore Pte. Ltd. has two wholly owned subsidiaries, one each, in Singapore and Malaysia viz. Blue Star Infostack Solutions Pte. Ltd. and Blue Star Infostack (Malaysia) Sdn. Bhd. which caters to the Banking and Insurance sector. The performance of the subsidiary is satisfactory. Blue Star Infotech Singapore Pte. Ltd. has made an additional investment of RM 500,000 in the equity of Blue Star Infostack (Malaysia) Sdn. Bhd. in order to further the growth, operations and business of the Company. With this investment, the paid-up capital of the subsidiary as at year end is RM 1,000,000.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors would like to inform the members that the Audited Accounts for the financial year ended 31 March 2015 are in full conformity with the requirement of the Companies Act, 2013. The Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had 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) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

11. RESERVATIONS AND/OR QUALIFICATIONS IN THE STATUTORY AUDITORS’ REPORT

The Directors would like to inform that there were no qualifications, reservations or adverse remarks made by the Auditors of the Company in their Audit Report.

12. RESERVATIONS AND/OR QUALIFICATIONS IN THE SECRETARIAL AUDITORS’ REPORT

PursuanttotheprovisionsofSection204oftheCompaniesAct,2013andtheCompanies(AppointmentandRemuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Jayshree Dagli & Associates, Practising Company

Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report provided in the Annual Report forms part of the Directors’ Report. The Directors would like to inform that there were no qualifications, reservations or adverse remarks made by the Secretarial Auditors of the Company in their Audit Report.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no orders passed by any regulators or courts or tribunals which can impact the going concern status and the Company’s operations in future. Hence, the company has no information to furnish in this regard.

14. LOANS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the Directors’ Report and is provided in the Annual Report.

15. PARTICULARS OF CONTRACTS AND ARRANGEMENTS UNDER SECTION 188 OF THE COMPANIES ACT, 2013

The Particulars of the Contracts and arrangements, provided in form AOC 2, forms part of the Annual report and is an integral part of the Directors’ Report.

16. PARTICULARS OF EMPLOYEES

Information as per provisions of section 197(12) of the Companies Act 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the names of every employee employed throughout the financial year and in receipt of Rs. 60 Lakhs or more, or employed for part of the year and in receipt of Rs. 5 Lakhs or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is a part of the Board’s Report. However, this information is not being provided as part of the Annual Report but will be available to the shareholders on request to the Company Secretary.

It may be noted that particulars of employees posted and working in a country outside India, not being directors or their relatives, drawing more than Rs. 60 Lakhs per financial year or Rs. 5 Lakhs per month, are not circulated to the members in the Board’s report, but such particulars shall be filed with the Registrar of Companies while filing the financial statement and Board Reports: Particulars shall be made available to any shareholder on a specific request made by them in writing before the date of such Annual General Meeting wherein financial statements for the relevant financial year are proposed to be adopted by shareholders and such particulars shall be made available by the company within three days from the date of receipt of such request from shareholders and in case of request received even after the date of completion of Annual General Meeting, such particulars shall be made available to the shareholders within seven days from the date of receipt of such request.

17. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments other than what is already stated in the financials which will affect the financial position of the company during the period 31 March 2015 till the date of the report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to the conservation of energy, technology, absorption, foreign exchange earnings and outgoings respectively, is annexed to and forms part of this report.

19. RISK MANAGEMENT

The company has adopted a risk management policy which is elaborated in the Management Discussion and Analysis Report which is part of the Annual Report and forms part of the Directors’ Report.

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company was required to spend Rs. 24.83 Lakhs by 31 March 2015 towards charitable and social causes, as part of its commitment to Corporate Social Responsibility. The Board decided to expend these funds in support of the HRD Minister’s nationwide campaign of "Swachh Bharat/ Swachh Vidyalaya" to build toilets in schools. Since the process of identifying NGOs specialised in this field has taken more time than anticipated, these funds could not be expended in the financial year 2014-15.

The Report on CSR activities is provided in the Annual Report and forms part of the Directors’ Report.

21. INVESTMENTS

The Company invests its surplus funds in debt based broad-based mutual funds or with reputed scheduled banks in liquid funds or short-term deposits, respectively, which are considered safe.

22. DIRECTORS

Mr. Sanjay Vaswani, Non-Executive-Promoter Director of the Company is liable to retire by rotation.

In accordance with the provisions of sections 152 of the Companies Act, 2013, Mr. Sanjay Vaswani, Director retires by rotation and, being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The profile of the Director is stated in the explanatory statement to the notice of the Annual General Meeting.

23. EMPLOYEES STOCK OPTION PLAN (ESOP)

Disclosures required to be made under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ESOP and Companies Act, 2013 are given in note 2.1 of the Notes to the Financial Statements, forming part of the Accounts. The diluted EPS on considering unvested ESOPs is Rs. 9.24 per share as on 31 March 2015.

A brief summary of ESOPs is provided below:

Sr. No.	Particulars	ESOP Scheme 2003 (Amended 2015)
1	Options granted	15,18,000 (Including ESOP’s issued against lapsed options). Outstanding ESOP’s at no point of time have exceeded 14,71,000 grants as against 15,00,000 grants approved by shareholders.
2	Options vested	4,74,375
3	Options exercised	4,15,075
4	Vested and unexercised	49,400
5	Options lapsed	1,17,525
6	The exercise price	Rs. 60 – grants made on 31 August 2012
		Rs. 57 – grants made on 29 March 2013
		Rs. 52 – grants made on 29 May 2013
		Rs. 83 – grants made on 18 December 2013
		Rs. 188 – grants made on 18 December 2014
7	Variation of terms of options	Nil
8	Money realised by exercise of options	Rs. 2,53,74,025
9	Total number of options in force	9,85,400
10	Employee wise details of options granted to
	a. key managerial personnel;	Sunil Bhatia-Chief Executive Officer and Managing Director (982,000)
		Aloke Ghosh-Chief Financial Officer and Company Secretary (20,000)
	b. any other employee who receives a grant in any one year of option amounting to 5% or more of options granted during that year.	NIL
	c. identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant;	Sunil Bhatia-Chief Executive Officer and Managing Director (982,000)
		Nishith Mathur-Chief Operating Officer (226,000)

24. AUDITORS

M/s Walker, Chandiok & Co. LLP, (formerly Walker, Chandiok & Co) Chartered Accountants, (Firm Registration No.: 001076N) Mumbai, have been appointed as the Statutory Auditors of the Company in the Annual General Meeting held on 23 July 2014. The Company has placed the matter relating to their appointment, for ratification of members in the ensuing Annual General Meeting, for the residual portion of their term. A written certificate from the Auditors has been obtained by the Company to the effect that the re-appointment, if made, would be in accordance with the limits specified under section 139 of the Companies Act, 2013 read with section 142 of the Companies Act, 2013.

25. AUDIT COMMITTEE

The Composition of the Audit Committee is covered in the Corporate Governance Report forming part of the Board’s Report. The Board has accepted all the recommendations made by the Audit Committee to the Board.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is pre-defined. The internal auditor function is entrusted to an independent firm of Chartered Accountants of repute. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

27. WHISTLE BLOWER POLICY

The Company has a vigil mechanism named the Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

This Policy of the Company allows for disclosure by employees, customers and/or third-party intermediaries of such matters internally, without fear of reprisal, discrimination or adverse employment consequences, and also permits the Company to address such disclosures or complaints by taking appropriate action, including but not limited to, disciplining or terminating the employment and/or services of those responsible.

The Whistle Blower Policy is available on the website of the Company.

During the year, no instances of fraud on the Company or by the Company were reported.

28. CORPORATE GOVERNANCE

The Company has complied with the recommendations of the Corporate Governance code as provided in Clause 49 of the Listing Agreement with the stock exchanges. A separate section on Corporate Governance, together with a certificate from the Company’s Auditors confirming compliance, is set out separately, forming part of this Report.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report has been attached to the annual report and forms part of the Directors’ Report.

30. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return is annexed to and forms part of the Directors’ Report.

31. GREEN INITIATIVE IN CORPORATE GOVERNANCE

Pursuant to the "Green Initiative in Corporate Governance" by the Ministry of Corporate Affairs in allowing paperless compliances, the Company has implemented the policy of sending the Notice with Balance Sheet, Profit and Loss Account, Auditor’s Report, Director’s Report and Explanatory Statement etc. through email to those shareholders whose email addresses are registered with the Company’s Registrar. Out of 12,345 shareholders, 4,424 shareholders (around 36%) have opted for receiving documents in electronic mode as of 31 March 2015.

32. ACKNOWLEDGEMENT

The Board places on record their sincere acknowledgement of the support from all the stakeholders of the Company viz. Clients, Vendors, Bankers, Employees and other Business Associates etc. for the support received from them during the year.

	For and on behalf of the Board of Directors
	Suneel Advani
Mumbai	Chairman and Managing Director
14 May 2015	Blue Star Infotech Limited

Date : 14 May 2015.

To,

The Members,

BLUE STAR INFOTECH LIMITED

Mumbai.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed, provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of provisions of corporate and other applicable laws, rules, regulation, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For JAYSHREE DAGLI & ASSOCIATES

Company Secretaries

JAYSHREE S. JOSHI

F.C.S.1451 C.P.487

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

BLUE STAR INFOTECH LIMITED, Mumbai.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by BLUE STAR INFOTECH LIMITED (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, Where by report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 March 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

(A) We have examined the books, papers, minutes books, forms and returns filed and other records maintained by BLUE STAR INFOTECH LIMITED ("the Company") for the financial year ended on 31 March 2015 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder and The Companies Act, 1956 to the extent applicable;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Overseas Direct Investment;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

6. Information Technology Act, 2000.

(B) We have also examined compliance with the applicable clauses of the Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

During the period under review the Company has generally complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

During the period under review provisions of the following regulations (as enumerated in the prescribed format of Form MR-3)were not applicable to the Company:

(i) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(ii) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

(iii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(iv) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(v) Secretarial Standards issued by the Institute of Company Secretaries of India approved by the Central Govt. to be effective from 1 July 2015, hence not to be considered / not required to be certified.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. However, to comply with the Provisions of Section 149 of the Companies Act, 2013, in respect of Appointment of a Woman Director, Ms. Kalpana Trivedi, was appointed as an Additional Director through the Board’s Circular Resolution passed on 27 March 2015. Pending the approval of the members of the Company for appointing her as an Independent Director, in our opinion, the balancing of Constitution of the Board as per Clause 49 of the Listing Agreement is disturbed. We are informed by the Company’s Management that she has declared herself to be eligible for being appointed as an Independent Director by the Company and that a resolution to appoint her as an Independent Director is proposed to be placed for Members’ approval at the ensuing Annual General Meeting. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the relevant Act.

Adequate notice had been given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and that a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Unanimous decisions were carried through as there were no cases of dissent of any Director in respect of any decision and was accordingly captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in place in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines as mentioned herein above.

We further report that during the audit period the Company hasissued and allotted 4,15,000 Equity Shares of Rs. 10/- each at premium to BSIL-Key Employee Stock Option Scheme Trust.

	For JAYSHREE DAGLI & ASSOCIATES
	Company Secretaries
Place : Mumbai	JAYSHREE S. JOSHI
Date : 14 May 2015	F.C.S.1451 C.P.487

DETAILS OF LOANS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of Loans and Guarantees are given below:-

Sr. No.	Name of the Guarantor	Guarantee Availed by	Nature of facility	Remarks
1	Blue Star Infotech Ltd	Trisept Technologies LLC.	Deferred payment guarantee of US$ 1 Mn (approx. Rs. 6 Cr) for a period up to 24 months commencing 1 April 2014 to 31 March 2016	Thisisasecurityfordeferredpaymentconsideration by Blue Star Infotech America Inc. (100% subsidiary of the company) to buy-out the interest in Blue7 Solutions LLC from Trisept Technologies LLC, USA. Current obligation as on 31 March 2015 is US$ 576,620. (Around Rs. 3.57 Cr)
2	Blue Star Infotech Ltd	Blue Star Infotech America Inc.	Standby Letter of Credit in favour of an overseas bank for an amount not exceeding $3 million (approx. Rs. 18 Cr) for a period of one year, subject to renewal.	This guarantee is provided in order to fund the working capital needs of Blue Star Infotech America Inc. Current obligation as on 31 March 2015 is US$ 3 million. (Around Rs. 18 Cr)

Particulars pursuant to Companies (Accounts) Rules, 2014

( A ) Conservation of energy-

The nature of the Company’s operations entails a very low level of energy consumption. The Company has therefore not initiated utilising any alternate source of energy. Adequate measures have, however, been taken to conserve energy by using energy efficient computing devices, regulating the air conditioning and by use of energy saving lighting systems.

(B) Technology absorption-

The Company has an Advanced Technologies Group which is working on several products in the Travel and Hospitality domain. Research and Development activities are in progress to develop applications such as iR oadGenie, iMapGenie, Mobile Vacation Planner, SmartTravel etc. These software products are being developed by teams from our existing delivery setup. The company believes that it will be benefitted from developing unique product offerings. Your company has submitted an application to the Patent Office, Government of India, for grant of patent under the Title Method and System for planning a vacation based on user preferences titled "Mobile Vacation Planner".

Mobile Vacation Planner is an experiential travel planning solution that helps consumers plan a vacation using a combination of geographical, weather, location, attraction, and social information. Mobile Vacation Planner focuses on providing the ultimate travel experience to the consumer unlike the traditional model that focus on the reservation process. Mobile Vacation Planner’s innovative features include deployment on iPad using a dynamic and visually compelling graphical user interface, use of travel experience video and a variety of media to educate, enlighten, and excite travellers about the potential experiences at various destinations and interests available at those destinations. The company has allocated a sum of approximately Rs.2.28 crores on development costs for its research and development activities.

We are in the process of developing an invention code named "SmartRetreat", a Self-Service Personalized Mobile Concierge Solution which is a revolutionary Tablet based Mobile App that acts as a "Self Service" Mobile Concierge Solution for Hotel Guests. SmartRetreat improves guest experience by delivering personalized services at the swipe of the tablet and allows guests to explore the hotel property and local attractions, no matter where the guest is located within the hotel. The filing of the application with the patent authorities is under process.

( C ) Foreign exchange earnings and Outgo- a. Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services and export plans

Over the years, we have established a direct marketing network around the world, including North America, Singapore, Malaysia and Europe. These offices are staffed with the Company personnel, who sell the Company’s Services to clients.

We serve our global clientele through offices in Santa Clara (CA), Milwaukee (WI) and New Jersey (NJ) in USA, London in Europe and Singapore and Malaysia in Asia Pacific. We also have business associates in North America and Continental Europe.

b. Total foreign exchange earned and used

The details of Foreign Exchange Earnings and Outgo are disclosed in note number 2.24 of the Notes to the Financial Statements.

c. Forex management Policy.

To hedge against volatility on the forex market, your company has adopted a balanced hedging policy which combines forward exchange contracts with options up to certain levels. This policy is expected to minimise risks arising from foreign exchange fluctuations.

PARTICULARS OFCONT RACTS/ ARRANGEMENTS MADE WITH RELATEDP ARTIES

"This form pertains to the disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto "

Details of contracts or arrangements or transactions not at arm’s length basis

There were no contracts or arrangements or transactions entered into during the year ended 31 March 2015 which were not in arm’s length.

Details of material contracts or arrangement or transactions at arm’s length basis

The details of material contracts or arrangement or transactions at arm’s length basis for the year ended 31 March 2015 are as follows:

Rs. in Lakhs

Sr. No.	Name(s) of the related party	Nature of relationship	Date of Approval by Board / Audit Committee	Duration of the contracts	Salient terms	Amount in Rs. Lakhs
		Nature of contracts/arrangements/transactions
1	Investment in Equity in Subsidiary Company
1.1	Blue Star Infotech America Inc.	Subsidiary Company	17 October 2013	Not Applicable	At face value	303.55
2	Rendering of Services
2.1	Blue Star Infostack Solutions Pte. Ltd.	Second Level Subsidiary Company	14 May 2014	1 A pril 2012 onwards	As per transfer pricing guidelines	1.92
2.2	Blue Star Infotech (UK) Limited	Subsidiary Company	14 May 2014	1 A pril 2012 onwards		1,433.00
2.3	Blue Star Infotech America Inc.	Subsidiary Company	14 May 2014	1A pril 2012 onwards		4,853.33
2.4	Blue Star Infotech Business Intelligence and Analytics Pvt. Ltd.	Associate Company	23 July 2014	1O ctober 2014 onwards		300.00
			19 January 2015	30 March 2015 onwards		20.36
			19 January 2015	30 March 2015 onwards		3.37
			19 January 2015	30 March 2015 onwards		22.29
			19 January 2015	30 March 2015 onwards		15.45
			19 January 2015	30 March 2015 onwards		14.83
			19 January 2015	30 March 2015 onwards		10.79
			19 January 2015	30 March 2015 onwards		39.33
			19 January 2015	30 March 2015 onwards		13.48
			19 January 2015	30 March 2015 onwards		12.36
			19 January 2015	31 March 2015 onwards		6.20
2.5	Blue Star Infotech Singapore Pte. Limited.	Subsidiary Company	14 May 2014	1A pril 2012 onwards		1,101.65
2.6	Blue Star Limited	Common - Promoters / Directors / Management / Major shareholder	14 May 2014	22 July 2014 onwards		33.71
			14 May 2014	25 July 2014 onwards		3.70
			14 May 2014	23 June 2014 onwards		7.30
			14 May 2014	26 June 2014 onwards		61.08
			14 May 2014	27 June 2014 onwards		5.90
			23 July 2014	29 September 2014 onwards		14.05
			23 July 2014	1O ctober 2014 onwards		19.10
			23 July 2014	14 October 2014 onwards		39.89
			17 October 2014	4 November 2014 onwards		45.06
			17 October 2014	7 November 2014 onwards		6.74
			17 October 2014	21 November 2014 onwards		39.12
			17 October 2014	25 November 2014 onwards		16.18
			17 October 2014	30 December 2014 onwards		22.74
			17 October 2014	30 December 2014 onwards		28.09
			17 October 2014	30 December 2014 onwards		37.08
			17 October 2014	30 December 2014 onwards		13.48
			19 January 2015	26 February 2015 onwards		8.49
			19 January 2015	26 February 2015 onwards		3.93
3	Annual Maintenance Charges for Air-conditioning systems
3.1	Blue Star Limited	Common - Promoters / Directors / Management / Major shareholder	14 May 2014	1 June 2014 onwards	As per transfer pricing guidelines	1.67
4	Receiving of Services
4.1	Modern Family Doctor Pvt. Ltd.	Common Director	18 July 2013	13 June 2013 onwards	As per transfer pricing guidelines	1.74
5	Reimbursement of Expenditure / Cross-charge of Salary Costs
5.1	Blue Star Infostack Solutions Pte. Limited	Second Level Subsidiary Company	14 May 2014	1 April 2012 onwards	As per transfer pricing guidelines	3.94
5.2	Blue Star Infotech (Malaysia) Sdn. Bhd.	Second Level Subsidiary Company	23 July 2014	1 August 2014 onwards		1.90
5.3	Blue Star Infotech America Inc.	Subsidiary Company	14 May 2014	1 April 2012 onwards		40.20
5.4	Blue Star Infotech Singapore Pte. Limited.	Subsidiary Company	14 May 2014	1 April 2012 onwards		15.96
5.5	Blue Star Limited	Common - Promoters / Directors / Management / Major shareholder	23 July 2014	5 August 2014 onwards		0.12
6	Leave and License of Premises
6.1	Vir Advani	Relative of Director / Promoter	17 October 2014	31 October 2014 onwards	As per transfer pricing guidelines	12.25

Note: Contracts with related parties in existence prior to 1 April 2014 have been ratiffed on 14 May 2014 under provisions of the Companies Act, 2013

DISCLOSURE PERTAINING TO REMUNERATION AS PER COMPANIES (APPOINTMENT ANDR EMUNERATIONOF MANAGERIAL PERSONNEL) RULES, 2014 a. Remuneration Paid to Directors during the year

Sr. No.	Directors	Designation	Amount Paid (Rs. Lakhs)
1	Mr. Suneel Advani	Chairman and Managing Director	43.55
2	Mr. Sunil Bhatia	Chief Executive Officer and Managing Director	320.29
3	Mr. Ashok Advani	Vice Chairman	6.70
4	Mr. Suresh Talwar	Independent Director	10.90
5	Dr. Prakash Hebalkar	Independent Director	10.40
6	Mr. Sanjay Vaswani	Director	5.50
7	Mr. Naresh Malhotra	Independent Director	9.90
8	Mr. K P T Kutty	Independent Director	7.70
9	Ms Kalpana Trivedi	Additional Director	-

b. Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year is as follows:

Sr. No.	Directors	Designation	Ratio for FY 14-15
1	Mr. Suneel Advani	Chairman and Managing Director	6.60
2	Mr. Sunil Bhatia	Chief Executive Officer and Managing Director	48.53
3	Mr. Ashok Advani	Vice Chairman	1.02
4	Mr. Suresh Talwar	Independent Director	1.65
5	Dr. Prakash Hebalkar	Independent Director	1.58
6	Mr. Sanjay Vaswani	Director	0.83
7	Mr. Naresh Malhotra	Independent Director	1.50
8	Mr. K P T Kutty	Independent Director	1.17
9	Ms Kalpana Trivedi	Additional Director	-

The medium remuneration of the employees in India has been considered as the base i.e. 1. The ratio is an indicator of the multiple of the compensation paid to the Directors.

c. Percentage increase in remuneration of each director, CEO, CFO and CS in the financial year is provided herewith:

Sr. No.	Directors	Increase %
1	Mr. Suneel Advani	-
2	Mr. Sunil Bhatia #	-
3	Mr. Ashok Advani	14
4	Mr. Suresh Talwar	55
5	Dr. Prakash Hebalkar	14
6	Mr. Sanjay Vaswani	29
7	Mr. Naresh Malhotra	1
8	Mr. K P T Kutty	62
9	Ms Kalpana Trivedi	Not Applicable

Note: 1. Mr. Sunil Bhatia is also the CEO of the company

2. Ms Kalpana Trivedi was appointed on 30 March 2015 and there are no comparable figures.

Sr. No.	Chief Financial Officer and Company Secretary	Increase %
1	Mr. Aloke Ghosh	Not Applicable

d. Percentage increase in the median remuneration of employees in the financial year:

The median salary for the current year is Rs. 6.60 Lakhs as against Rs. 6.35 Lakhs in the previous year. The percentage increase in the median is thus 3.94%. The expression "median" means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lower value to highest value and picking the middle one; and if there is an even number of observations, the median shall be average of the middle values.

e. Number of permanent employees on the rolls of company:

As of 31 March 2015, the company had 801 permanent employees on its rolls. This number is only in relation the company in India and employees of the subsidiary companies and Associate companies are not included in this figure.

f. Explanation on the relationship between average increase in remuneration and company performance:

The increase in remuneration is guided by the following factors:

i) Company performance in terms of profitability

ii) Individual performance – Achievement of targets / goals

iii) Industry trends / pay-scales based on survey data

iv) Salary rationalization and fitment based on role and relevance

v) Cost of living / Location of work

The compensation is expected to ensure availability and sustainability of suitable manpower. It is also expected to ensure retention and continued value which enables the company to perform better. The company performance in terms of revenue and profits assumes a larger significance at the Key functional levels and lesser at operating levels. The scope and responsibility of the function will determine the weightage to each of these components. The compensation is intended to ensure global competitiveness. The intent of the management is to use a combination of stock options to align senior employee compensation with shareholder value.

g. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Sr. No.	Directors	Designation	Amount Paid	No. of Stock Options granted in the year	Ratio of Remune- ration to Revenues	Ratio of Remune- ration to Net Profit
			(Rs. Lakhs)
1	Mr. Sunil Bhatia	Chief Executive Officer and Managing Director	320.29	-	2.32%	27.40%
2	Mr. Aloke Ghosh	Chief Financial Officer and Company Secretary	36.50	20,000	0.26%	3.12%

h. Variations in the market capitalization of the company, price earning ratio as at the closing date of the current financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies.

Year ended	Market Capital- isation (In Rs. Crores)	Earnings per share (Diluted) (Rs.)	P/E Ratio	Closing Market Price on NSE (Rs.)	Last public offer price (On formation of the company) on 18 May 2000 (Rs.)	% increase in market price over last public offer (18 May 2000)	% increase in YoY Market price
31 March 2015	215.46	10.47	19.05	199.50	10	1895%	70.08%
31 March 2014	121.82	9.62	12.19	117.30	10	1073%	102.24%

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration The average increase in salaries is 7% for non-managerial personnel.

There is no increase in the percentile computation for exhecutive directors. In case of non-executive directors the average increase is 24.94%. This is chiefly due to increase in the sitting fee for meetings during the year and also the increase in the number of meetings of the Non-executive Board members during the year. All board members taken together, the increase in managerial remuneration is 1.41% which is significantly lower that the increase in salaries for non-managerial persons.

j. The key parameters for any variable component of remuneration availed by the directors;

During the year under review, the executive director’s compensation did not witness any material change. The compensation for executive directors are term based. The Chief Executive Officer and Managing Director’s compensation has an incentive plan based on achievement of target revenues and profits by the company. In case of the other directors, the compensation comprises (i) Sitting Fee for meetings attended and (ii) Commission based on the net profits of the company. The increases in the current year are due to upward revision of the sitting fee from Rs. 20,000 to Rs. 50,000 per meeting from June 2014. The commission for the year is around 1.7% of profits as against 2% in the prior year. In absolute terms while the commission payment is lower for the year, due to increase in the sitting fee and the number of meetings held, the overall increases in respect of the other directors is higher than the prior year.

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

The company has no employee who is not a director and receives remuneration in excess of the highest paid director during the year. Hence, there is no statistical information to be provided in this regard by the company.

l. Affirmation that the remuneration is as per the remuneration policy of the company.

The company has a policy on the appointment and remuneration of directors and key managerial personnel which is addressed by the Nomination and Remuneration Committee of the company. The Human Resource Management generally aligns the recruitment plans for the strategic growth of the company. The nomination and remuneration policy is provided pursuant to Section 178(4) of the Companies Act and Clause 49(IV )(B)(4) of the Listing Agreement with the Stock Exchange on the Website of the company.

The company is committed to maintaining consistency with the remuneration policy framed by the company. The policy is reviewed at least once annually. In case of any conflict between the statute and the company policy due to any enactment, amendment to the law, the more liberal of the statute or the company policy shall prevail.

ANNUALR EPORTON CSR ACTIVITIES

1. The Blue Star group is a socially responsible business and has been running various programmes in the realm of education and assistance / welfare through a charitable trust. This includes combining business interests with the social challenges with a view towards making a meaningful difference out of socially responsible actions.

The aim of the company is to actively contribute to the social and economic development of various communities in the country to address the needs to a sustainable way of life for the less privileged sections of society and help in raising the country’s human development parameters. The Company has a Corporate Social Responsibility Policy in place, which is available on the website of theCompany, www.bsil.com.

2. The Board constituted a Corporate Social Responsibility Committee amongst the board members on 23 July 2014, with the first members being:

1. Mr. Suneel M. Advani (Chairman and Managing Director), Chairman of the CSR committee

2. Mr. Sunil Bhatia (Chief Executive Officer and Managing Director)

3. Mr. Suresh Talwar (Independent Director)

4. Mr. K. P. T. Kutty (Independent Director)

3. Average Net Profit of the company for last 3 financial years (Amount in Rs. Lakhs):

Particulars	FY 12-13	FY 13-14	FY 14-15
Net Profit before Tax as per the Profit and Loss Account	706.41	1,458.50	1,559.03
Add: Loss of Capital nature (Sale of Fixed Assets)	-	-	-
Total Net Profit before Tax as per the Profit and Loss Account	706.41	1,458.50	1,559.03
Average Net Profit of the Company for the last 3 (Three) financial years			1,241.32

4 Prescribed CSR expenditure (2% of this amount as in item 3 above): Rs. 24.83 Lakhs

5 Details of CSR spent for the financial year:

a) total amount to be spent for the financial year : Rs. 24.83 Lakhs

b) Amount unspent, if any: Rs. 24.83 Lakhs

c) Manner in which the amount spent during the financial year is detailed below: Not Applicable

6 In case the company has failed to spend the 2% of the Average Net Profit (INR) of the last 3 financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board’s Report.

As mentioned in the Directors’ Report, the Company was required to spend Rs. 24.83 Lakhs by 31 March 2015 towards charitable and social causes, as part of its commitment to Corporate Social Responsibility. The Board decided to expend these funds in support of the HRD Minister’s nationwide campaign of "Swachh Bharat/ Swachh Vidyalaya" to build toilets in schools. Since the process of identifying NGO’s specialised in this field has taken more time than anticipated, no expenditure was possible during the year.

7 We hereby afirm that the CSR Policy as approved by the Board, has been implemented and the CSR Committee monitors the implementation of the CSR activities in compliance with our CSR objectives.

Suneel Advani	Sunil Bhatia
Chairman of CSR Committee	Chief Executive Officer and Managing Director
Place: Mumbai
Date: 14 May 2015

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31 March 2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

Sr. No.	Directors	Designation
1	CIN	L72200MH1997PLC110459
2	Registration Date	4 September 1997
3	Name of the Company	Blue Star Infotech Limited
4	Category/Sub-category of the Company	Company Limited by Shares
5	Address of the Registered office & contact details	8th Floor, The Great Oasis, Plot No D-13, MIDC, Andheri (East), Mumbai- 400093
6	Whether listed company	Yes
7	Name, Address and contact details of the Registrar & Transfer Agent, if any.	Link Intime India Pvt. Ltd.
		Unit: Blue Star Infotech Limited
		C-13 Pannalal Silk Mills Compound, LBS Marg, Bhandup West,
		Mumbai, Maharashtra, Pin - 400078.
		Tel.: +91-22-25946970, Fax: +91- 22-25946969
		Contact person: Mrs. Maheshwari Patil
		E-mail: rnt.helpdesk@linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Sr. No.	Name and Description of main products / services	NIC Code of the Product/service	% to total turnover of the company
1	Computer programming, consultancy and related activities	Division 62	100
		Group 620

III. Particulars of holding, subsidiary and associate companies

Sr. No.	Name of the Company	Country	CIN / GLN	Holding / Subsidiary / Associate	% holding as on 31 March 2015	Applicable Section of the Companies Act, 2013
1	Blue Star Infotech	USA	-	Subsidiary	100%	Section 2(87)
	America Inc.
2	Blue Star Infotech (UK) Ltd	UK	-	Subsidiary	100%	Section 2(87)
3	Blue Star Infotech (Singapore) Pte. Ltd.	Singapore	-	Subsidiary	100%	Section 2(87)
4	Blue Star Infotech Business Intelligence and Analytics Pvt. Ltd. (Formerly Activecubes Solutions India Pvt. Ltd.)	India	U72200KA2006PTC041312	Associate	48.97%	Section 2(6)

Note: 1. There are no holding companies.

2. Only the names of the first level subsidiaries and associate companies are stated here

IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity) Category-wise Share Holding

	No. of Shares held at the beginning of the year [As on 31 March 2014]				No. of Shares held at the end of the year [As on 31 March 2015]
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	Diffe- rence	% Change during the year
A. Promoter s
(1) Indian
a) Individual/ HUF	16,62,742	-	16,62,742	16.01	16,62,742	-	16,62,742	15.40	-	-
b) Central Govt	-	-	-	-		-		-	-	-
c) State Govt(s)	-	-	-	-		-		-	-	-
d) Bodies Corp.	31,48,213	-	31,48,213	30.32	31,48,213	-	31,48,213	29.15	-	-
e) Banks / FI	-	-	-	-		-		-	-	-
f) Any other	7,78,519	-	7,78,519	7.50	7,78,519	-	7,78,519	7.21	-	-
Total shareholding of Promoter (A)	55,89,474	-	55,89,474	53.82	55,89,474	-	55,89,474	51.75	-	-
B. Public Shareholding						-			-	-
1. Institutions						-			-	-
a) Mutual Funds	25	137	162	-	25	137	162	-	-	-
b) Banks / FI	1,217	587	1,804	0.02	2,957	587	3,544	0.03	1,740	0.02
c) Central Govt	-	-	-	-	-	-	-	-	-	-
d) State Govt(s)	-	-	-	-	-	-	-	-	-	-
e) Venture Capital Funds	-	-	-	-	-	-	-	-	-	-
f) Insurance Companies	3,09,432	-	3,09,432	2.98	2,36,079	-	2,36,079	2.19	(73,353)	(0.68)
g) FIIs	-	150	150	-	-	-	-	-	(150)	-
h) Foreign Venture C apital Funds	-	-	-	-	-	-	-	-	-	-
i) Others (specify)	-	-	-	-	-	-	-	-	-	-
Sub-total (B)(1):-	3,10,674	874	3,11,548	3.00	2,39,061	724	2,39,785	2.22	(71,763)	(0.66)
2. Non-Institutions									-	-
a) Bodies Corp.	2,72,033	3,962	2,75,995	2.66	4,08,870	3,962	4,12,832	3.82	1,36,837	1.27
i) Indian									-	-
ii) Overseas									-	-
b) Individuals									-	-
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	23,70,824	2,62,493	26,33,317	25.36	23,57,670	2,43,059	26,00,729	24.08	(32,588)	(0.30)
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	13,66,115	-	13,66,115	13.15	13,72,676	-	13,72,676	12.71	6,561	0.06
c) O thers (specify)									-	-
Non Resident Indians (Repat)	1,21,017	12,401	1,33,418	1.28	4,21,856	12,771	4,34,627	4.02	3,01,209	2.79
Non Resident Indians (Non Repat)	24,638	-	24,638	0.24	62,523	-	62,523	0.58	37,885	0.35
Foreign Companies	-		25	-	-	25	25	-	-	-
Foreign Individuals	2,950	-	2,950	0.03	2,950	-	2,950	0.03	-	-
Market Makers	-	-	-	-	79	-	79	-	79	-
Clearing M embers	47,520	-	47,520	0.46	84,300	-	84,300	0.78	36,780	0.34
Sub-total (B)(2):-	42,05,097	2,78,881	44,83,978	43.18	47,10,924	2,59,817	49,70,741	46.03	4,86,763	4.51
Total Public Shareholding (B)=(B) (1)+ (B)(2)	45,15,771	2,79,755	47,95,526	46.18	49,49,985	2,60,541	52,10,526	48.25	4,15,000	3.84
C. Shares held by Custodian for GD Rs. & ADRs	-	-	-	-	-	-	-	-	-	-
Grand Total (A+B+C)	1,01,05,245	2,79,755	1,03,85,000	100.00	1,05,39,459	2,60,541	1,08,00,000	100.00	4,15,000	3.84

B) Shareholding of Promoters

Sr. No.	Shareholder’s Name	No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares 31 March 2014	No. of Shares	% of total Shares of the company 31 March 2015	%of Shares Pledged / encumbered to total shares	% change in shareholding during the year
1	Blue Star Ltd	30,98,025	29.83	-	30,98,025	28.69	-	-
2	Suneel Mohan Advani (held in individual and beneficial capacity)	8,91,165	8.58	-	8,91,165	8.25	-	-
3	Ashok Mohan Advani (held in individual and beneficial capacity)	7,58,621	7.30	-	7,58,621	7.02	-	-
4	Suneeta Nanik Vaswani	1,72,448	1.66	-	1,72,448	1.60	-	-
5	Nargis Suneel Advani	1,66,059	1.60	-	1,66,059	1.54	-	-
6	Anissa Rohina Trust (Ashok Advani Trustee)	1,38,446	1.33	-	1,38,446	1.28	-	-
7	Suneeta Padmi Trust (Ashok Advani Trustee)	82,245	0.79	-	82,245	0.76	-	-
8	Rohina Lulla	73,871	0.71	-	73,871	0.68	-	-
9	Anissa Khanna	71,654	0.69	-	71,654	0.66	-	-
10	J.T.A dvani Finance Private Limited	50,188	0.48	-	50,188	0.46	-	-
11	Vir S Advani	35,179	0.34	-	35,179	0.33	-	-
12	Sunaina S A dvani	32,179	0.31	-	32,179	0.30	-	-
13	Sanjay N Vaswani	14,750	0.14	-	14,750	0.14	-	-
14	Nanik RamchandVaswani	7,581	0.07	-	7,581	0.07	-	-
15	Dinesh Nanik Vaswani	13	0.00	-	13	0.00	-	-
	Total	55,92,424	53.85	-	55,92,424	51.78	-	-

C) Change in Promoters’ Shareholding (please specify, if there is no change)

There is no change in the holding of the Promoters during the year.

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.	For each Top 10 Shareholders	Shareholding at the beginning of the year		Cumulative Shareholding during the Year
		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1	SMB Family Trust ( beneficiaries Sunil Bhatia and family)
	At the beginning of the year	4,71,248	4.54	4,71,248	4.54
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
	Sale in Secondary Market – 21 October 2014 to 8 December 2014	(137,065)	(1.46)	3,34,183	3.09
	Purchase from Secondary Market - 8 December 2014	3,626	0.03	3,37,809	3.12
	Closing Balance as on 31 March 2015			3,37,809	3.13
2	BSIL – Key Employees Stock option Trust
	At the beginning of the year	1,09,563	1.06	1,09,563	1.06
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
	Vesting of ESOPs – 21 July 2014	(1,00,000)	(0.97)	9,563	0.09
	Allotment of shares by the company – Fresh issue of Equity - 17 October 2014	4,15,000	3.84	4,24,563	3.93
	Vesting of ESOPs - 23 December 2014	(217,000)	(1.01)	2,07,563	1.92
	Vesting of ESOPs - 13 January 2015	(1,500)	(0.01)	2,06,063	1.91
	Vesting of ESOPs - 21 January 2015	(15,000)	(0.14)	1,91,063	1.77
	Vesting of ESOPs - 22 January 2015	(6,875)	(0.06)	1,84,188	1.71
	Vesting of ESOPs - 18 February 2015	(6,600)	(0.07)	1,77,588	1.64
	Vesting of ESOPs - 12 March 2015	(2,100)	(0.02)	1,75,488	1.62
	Vesting of ESOPs - 14 March 2015	(1,000)	-	1,74,488	1.62
	Closing Balance as on 31 March 2015			1,74,488	1.62
3	Atul G Shetiya
	At the beginning of the year	69,976	0.67	69,976	0.67
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
	Sale in Secondary Market - 22 August 2014 to 31 March 2015	(12,135)	(0.13)	57,841	0.54
	Closing Balance as on 31 March 2015			57,841	0.54
4	Ashok Kumar Jain
	At the beginning of the year Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease	58,921	0.57	58,921	0.57
	Purchased from Secondary Market - 20 June 2014	1,350	0.01	60,271	0.58
	Sale in Secondary Market - 4 July 2014 to 13 March 2015	(20,160)	(0.21)	40,111	0.37
	Closing Balance as on 31 March 2015			40,111	0.37
5	Blue Star – Sahayata Foundation Trust
	At the beginning of the year	50,000	0.48	50,000	0.48
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
	Closing Balance as on 31 March 2015			50,000	0.46
6	Shobha Jagtiani
	At the beginning of the year	49,699	0.48	49,699	0.48
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
	Closing Balance as on 31 March 2015			49,699	0.46
7	Kamlesh Navinchandra Shah
	At the beginning of the year	48,450	0.47	48,450	0.47
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
	Sale in Secondary Market - 23 May 2014 to 13 June 2014	(8,887)	(0.09)	39,563	0.38
	Closing Balance as on 31 March 2015			39,563	0.37
8	Rekha Haresh Duhlani
	At the beginning of the year	31,767	0.31	31,767	0.31
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
	Sale in Secondary Market - 20 February 2015	(31,767)	(0.31)
	Closing Balance as on 31 March 2015			-	-
9	Sheila Shamsher Singh			-	-
	At the beginning of the year	26,258	0.25	26,258	0.25
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
	Closing Balance as on 31 March 2015			26,258	0.24
10	Kamal Tuljaram Jagtiani
	At the beginning of the year	24,000	0.23	24,000	0.23
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
	Closing Balance as on 31 March 2015			24,000	0.22
11	Suresh Bhatia
	At the beginning of the year	21,008	0.19	21,008	0.19
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
	Purchase from Secondary Market - 30 May 2014 to 19 December 2014	70,868	0.69	91,876	0.88
	Closing Balance as on 31 March 2015			91,876	0.88
12	Nisarg Ajaykumar Vakharia Ajaykumar
	Ramanlal Vakharia
	At the beginning of the year	-	-	-	-
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease	-	-
	Purchased from Secondary Market - 27 March 2015	33,945	0.31	33,945	0.31
	Closing Balance as on 31 March 2015			33,945	0.31
13	Amit Haresh Duhlani
	At the beginning of the year	-	-	-	-
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease	-	-
	Purchased from Secondary Market - 27 March 2015	31,767	0.29	31,767	0.29
	Closing Balance as on 31 March 2015			31,767	0.29

E) Shareholding of Directors and Key Managerial Personnel:

Sr. No.	Shareholding of each Directors and each Key Managerial Personnel	Shareholding at the beginning of the year		Cumulative Shareholding during the Year
		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1	Ashok Mohan Advani (Promoter Non-executive Director)
	At the beginning of the year	795,165	7.66	795,165	7.66
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease	-	-
	Closing Balance as on 31 March 2015			795,165	7.36
2	Suneel Mohan Advani (Promoter Executive Director)
	At the beginning of the year	429,828	4.14	429,828	4.14
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease	-	-
	Closing Balance as on 31 March 2015			429,828	4.14
3	S uresh Talwar (Independent Director)
	At the beginning of the year	15,075	0.15	15,075	0.15
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease	-	-
	Closing Balance as on 31 March 2015			15,075	0.15
4	Naresh Malhotra (Independent Director)
	At the beginning of the year	7,175	0.07	7,175	0.07
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
	Sale in Secondary Market – 22 January 2015 to 26 February 2015	(3,442)		3,733
	Closing Balance as on 31 March 2015			3,733	0.03
5	K. P. T. Kutty (Independent Director)
	At the beginning of the year	2,650	0.03	2,650	0.03
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease	-	-
	Closing Balance as on 31 March 2015			2,650	0.03
6	Sanjay Vaswani (Promoter
	Non-Executive Director)
	At the beginning of the year	14,750	0.14	14,750	0.14
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease	-	-
	Closing Balance as on 31 March 2015			14,750	0.14
7	Sunil Bhatia (Executive Director ) through SMB Family Trust where he and his family are beneficiaries
	At the beginning of the year	471,248	4.54	471,248	4.54
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
	Sale in Secondary Market - 21 October 2014 to 8 December 2014	(137,065)		3,34,183
	Purchase from Secondary Market - 8th December 2014	3,626		3,37,809
	Closing Balance as on 31 March 2015			3,37,809	3.13
8	Sunil Bhatia (Executive Director ) with Rita Bhatia (spouse)
	At the beginning of the year	69,740	0.67	69,740	0.67
	Date wise Increase / (Decrease) in Shareholding during the year specifying the reasons for increase /decrease
	Through exercise of ESOPs – 22 July 2014	100,000		169,740
	Through exercise of ESOPs – 23 December 2014	217,000		386,740
	Closing Balance as on 31 March 2015			386,740	3.58

Note: Directors and Key Management personnel with no shareholding at the beginning, during and at the end of the year are excluded.

V) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due for payment.

( Rs. In Lakhs)

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebted- ness
Indebtedness at the beginning of the financial year	-	-	-	-
i) Principal Amount	-	-	-	-
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i+ii+iii)	-	-	-	-
Change in Indebtedness during the financial year
* Addition	300.00	-	-	300.00
* Reduction	(300.00)	-	-	(300.00)
Net Change	-	-	-	-
Indebtedness at the end of the financial year	-	-	-	-
i) Principal Amount	-	-	-	-
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i+ii+iii)	-	-	-	-

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

				( Rs. In Lakhs)
		Name of MD/WTD/ Manager		Total Amount
Sr. No.	Particulars of Remuneration	Chairman and Managing Director	Sunil Bhatia Suneel Advani Chief Executive Officer and Managing Director
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	26.40	178.89*	346.69*
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	17.15	-	17.15
	(c ) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	-	-	-
2	Stock Option *	-	*	*
3	Sweat Equity	-	-	-
4	Commission
5	Others, please specify – Variable pay		141.40*	141.40*
	Total (A)	43.55	320.29*	363.84*
	C eiling as per the Act			91.18

Note: * Sunil Bhatia is paid his salary from an overseas subsidiary of the company. Hence, the compensation paid to him is to be excluded for the purposes of the amount(s) worked out with reference to the ceiling on Managerial remuneration under the Act. There is no value of perquisite on the ESOPs granted / exercised by Mr. Bhatia since he is not paid salary in India.

B. R emuneration to other directors

		( Rs. In Lakhs)
Sr. No.		Name of Directors				Total Amount
1	Particulars of Remuneration Independent Directors	Suresh Talwar	Dr. Prakash Hebalkar	Naresh Malhotra	K. P. T. Kutty
	Fee for attending board commit- tee meetings	5.90	5.40	4.90	2.70	18.90
	Commission	5.00	5.00	5.00	5.00	20.00
	Others, please specify	-	-	-	-
	Total (1)	10.90	10.40	9.90	7.70	38.90
2	Other Non-Executive Directors	A shok Advani	Sanjay
			Vaswani
	Fee for attending board commit- tee meetings	1.70	0.50			2.20
	Commission	5.00	5.00			10.00
	Others, please specify	-	-
	Total (2)	6.70	5.50			12.20
	Total (B)=(1+2)					51.10
	Total Managerial Remuneration **					94.65
	Overall Ceiling as per the Act					200.60

** - Excludes salary paid to COO and MD through an overseas subsidiary company

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

				(Rs. In Lakhs)
Sr. No.	Particulars of Remuneration	Key Managerial Personnel
		Chief Financial Officer and Company Secretary
	Particulars	V Sudarshan (till 31 May 2014)	Aloke Ghosh ( Effective 2 June 2014)	Total
1	Gross salary	4.64	36.17	40.81
	(a) Salary as per provisions contained in sec- tion 17(1) of the Income-tax Act, 1961
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	0.05	0.33	0.38
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-
2	Stock Option
3	Sweat Equity
4	Commission
5	Others, please specify: Statutory payments, Terminal benefits, Variable pay and Leave encashment	7.37	-	7.37
	Total	12.06	36.50	48.56

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There are no instances of imposition of penalties, punishment or compounding of offences on the company / it’s Directors or its KMP. Hence, there is no information to be disclosed / furnished in this regard.

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

STATEMENTCONT AINING SALIENTF EATURES OF THE FINANCIAL STATEMENTOF SUBSIDIARIES/ASSOCIATE COMPANIES/JOINTV ENTURES

PART "A": SUBSIDIARIES

(Information in respect of each subsidiary to be presented with amounts in Rs. Lakhs)

1.	Name of the subsidiary	Blue Star Infotech America, Inc.	Blue Star Infotech (UK) Limited	Blue Star Infotech ( S ingapore) Pte. Ltd.	Blue Star Infostack Solutions Pte. Ltd.	Blue Star Infostack (Malaysia) Sdn. Bhd.	Blue7 Solutions LLC
2.	Level of Subsidiary	First level	First level	First level	Second level	Second level	Second level
3.	Reporting period for the subsidiary concerned, if different from the holding company’s reporting period	2014-15	2014-15	2014-15	2014-15	2014-15	2014-15
4.	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	Average rate INR per US$ – 61.15 Closing rate INR per US$ – 62.59	Average rate I NR per GBP – 98.62 Closing rate I NR per GBP – 92.46	Average rate INR per SGD – 47.52 Closing rate INR per SGD – 45.63	Average rate INR per SGD – 47.52 Closing rate INR per SGD – 45.63	Average rate INR per MYR – 18.29 Closing rate INR per MYR – 16.90	Average rate NR I per US$ – 61.15 Closing rate INR per US$ – 62.59
5.	Share capital	1,470.87	277.38	684.45	27.38	169.00	312.95
6.	Reserves & surplus	(810.93)	702.45	482.16	18.01	14.74	425.20
7.	Total assets	4,970.61	1,247.68	1,675.44	1,091.47	266.93	1,361.14
8.	Total Liabilities	4,310.67	267.70	508.82	1,046.08	83.19	622.99
9.	Investments (at cost)	1,521.98	-	477.47	-	-	-
10.	Turnover	12,007.41	2,359.08	1,461.70	3,528.59	563.47	3,259.86
11.	Profit before taxation	181.53	262.80	250.72	69.25	58.86	68.72
12.	Provision for taxation	13.45	58.64	24.14	-	23.70	32.83
13.	Profit after taxation	168.08	204.16	226.58	69.25	35.16	35.89
14.	Proposed Dividend	-	-	-	-	-	-
15	% of shareholding	100% (Subsidiary of Blue Star Infotech Ltd.)	100% (Subsidiary of Blue Star Infotech Ltd.)	100% (Subsidiary of Blue Star Infotech Ltd.)	100% (Subsidiary of Blue Star Infotech (Singapore) Pte. Ltd.)	100% (Subsidiary of Blue Star Infotech (Singapore) Pte. Ltd.)	100% (Subsidiary of Blue Star Infotech America, Inc.)

PART "B": ASSOCIATES AND JOINT VENTURES

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Sr. No.	Name of the Associate	Blue Star Infotech Business Intelligence & Analytics Private Limited (formerly Activecubes Solutions India Pvt. Ltd.)
1	Latest audited Balance Sheet Date	31 March 2015
2	Shares of Associate held by the company on the year end
	No.	24,84,909 equity shares of Rs. 10 each
3	Amount of Investment in the Associate	701.86
	Extend of Holding%	48.97%
4	Description of how there is significant influence	a) Management is common
		b) Two of the Board members out of three directors are common.
5	Reason why the associate is not consolidated	Not Applicable
6	Net worth attributable to shareholding as per latest audited Balance Sheet	472.68
7	Profit/ (Loss) for the year	61.27
	i Considered in Consolidation	Yes. 100%
	ii Not Considered in Consolidation	Not Applicable