To
The Members,
Blueblood Ventures Limited P-27, Malviya Nagar Main Market New Delhi, Delhi 110017
The Directors of the Company have pleasure in presenting the 16th Standalone
Annual Report and Audited Financial Statement for the Financial Year Ended 31st
March, 2023.
(Rs. In INR)
Financial Results |
F.Y 2022-23 |
F.Y 2021-22 |
Sales and Services |
11,06,000 |
64,89,000 |
Other Income |
8,74,000 |
2,96,000 |
Total Revenue |
19,80,000 |
67,85,000 |
Total Expenditure |
(17,98,000] |
(65,78,000] |
Profit before Tax |
1,82,000 |
2,07,000 |
Less: Tax Expense |
- |
- |
Current Tax |
- |
- |
Deferred Tax |
- |
- |
Taxes for Earlier Years |
- |
- |
Profit/Loss for the year after tax |
1,82,000 |
2,07,000 |
DIVIDEND
The Board of Directors has not recommended any dividend on Equity Share Capital for the
year under review with a view to conserve resources and to plough back the profits for the
Financial Year ended 31st March, 2023 and to strengthen the networking capital.
MANAGEMENT DISCUSSIONS & ANALYSIS fMDAI
Financial Review
The operating income during the financial year ended 31st March, 2023 stood
at Rs. 11,06,000/- as against the total operating income of Rs. 64,89,000/- in the
previous financial year ended 31st March, 2022. During the Year the Company has
a Profit of Rs. 1,82,000/-. The Company was not able to take new business as there was
considerable delay in getting the statutory approvals.
Share Capital and Changes in Share Capital
Authorized Share Capital
The Authorised share capital of the Company as on 31st March 2023 was Rs
3,10,000,00/- (Rupees Three Crores Ten Lakhs only] divided into 31,00,000 shares of Rs
10/-each.
Paid-up Share Capital
The paid up capital of the Company as on 31st March, 2023 was Rs.
3,00,10,800 (Rupees Three Crores
Ten Thousand Eight Hundred Only) divided into 30,01,080 Equity Shares of Rs. 10/- each.
During the period under review, there was no change in the share capital of the Company.
Pursuant to the provisions of Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January
22, 2020 issued by Securities and Exchange Board of India (SEBI) with respect to Standard
Operating Procedure (SOP) for suspension and revocation of equity shares of listed
entities for non-compliance with provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Trading in securities of the Company has been suspended
w.e.f November 21,2022 on account of non-compliance with Regulation 76 of SEBI
(Depositories and Participants) Regulations, 2018.
Industry Overview for the Company
A turbulent equity movement, dismal corporate earnings, sub normal monsoons, plunge in
commodity and oil prices: It has not been a good year to remember for Indian markets.
‘Tear 2022-23 turned out to be a complicated year for investors with corporate
performance failing markets expectation. Domestic politics have also eluded market
expectations.
Threat. Risks & Concern
Low pace of global growth, low commodity prices and the governments inability to
balance the fiscal deficit will be three key challenges to the markets. "While the
developed economies are moving out of repair, growth across many emerging markets could
moderate, given high dollar debt. Key long-term challenge for India remains ability to
rein in the consolidated fiscal deficit. Government expenditure bill will increase, with
the proposed revision in wages and likelihood of other measures to support rural income.
Adequacy of Internal Control
The Company has a well laid out internal control system. The internal control system is
so designed to ensure that there is adequate safeguard, maintenance and usage of assets of
the Company.
Human Resources
The Company currently has a strong team of less than 05 employees with experience in
stock broking and finance and we would like to thank each and every member of the
BLUEBLOOD family for their role and continuous contribution towards the Companys
performance.
Deposits
During the Financial Year 2022-23, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014.
Nomination & Remuneration Policy and Particulars of Employees
In accordance with Section 178 and other applicable provisions if any, of the Companies
Act, 2013 read with the Rules issued there under and Regulation 19 of the LODR, the Board
of Directors of the Company at their meeting has formulated the Remuneration Policy on the
recommendations of the Nomination & Remuneration Committee. The salient features
covered in the Remuneration Policy have been outlined in the Corporate Governance Report
which forms part of this Report
The information required under Section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/employees of the Company is set out in "Annexure A" to this
Report and is available on the website of the Company.
DIRECTORS & KEY MANAGERIAL PERSONNEL fAPPOINTMENTS/RE-APPOINTMENTS):
Pursuant to Section 152 of the Companies Act, 2013, Mr. Pushpendra Sarana, Director of
the Company, retires by rotation at ensuing Annual General Meeting and being eligible,
offers himself for re-appointment
KEY MANAGERIAL PERSONNEL
Mr. Suresh Bohra, Managing Director & Chief Financial officer and Mr. Jatin Bhatia,
Company Secretary & Compliance Officer are the Key Managerial Personnel in accordance
with the provisions of the Companies Act, 2013 and Rules.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directors with the
Company, their roles, rights, responsibilities in the Company and related matters are put
up on the website of the Company.
EVALUATION OF BOARD PERFORMANCE
In terms of the provisions of the Companies Act, 2013 read with Rules issued there
under and LODR, the Board of Director on recommendation of Nominations & Remuneration
Committee have evaluated the effectiveness of the Board/Director(s) for financial year
2022-23.
ENHANCING SHAREHOLDER VALUE
BVL is committed to creating and returning value to shareholders. Accordingly, the
Company is dedicated to achieving high levels of operating performance, cost
competitiveness, enhancing the productive asset and resource base and striving for
excellence in all areas of operations. The Company firmly believes that its success in the
marketplace and good reputation are among the primary determinants of shareholder value.
Its close relationship with customers and a deep understanding of their challenges and
expectations drive the development of new products and services. Anticipating customer
requirements early and being able to address them effectively requires a strong commercial
backbone. The Company is also committed to creating value for all its stakeholders by
ensuring that its corporate actions positively impact the economic, societal and
environmental dimensions of the triple bottom line.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
does not apply in your Company.
NUMBER OF MEETINGS OF THE BOARD AND COMMITTEE
The details of the number of Board and Committee meetings of the Company are set out in
the Corporate Governance Report which forms part of this Report
The Company has the following three (3) Board-level Committees, which have been
established in compliance with the requirements of the business and relevant provisions of
applicable laws and statutes:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The details with respect to the composition, terms of reference, number of meetings
held, etc. of these Committees are included in the Report on Corporate Governance, which
forms part of the Annual Report
DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of
Companies Act, 2013 read with the Schedules and Rules issued there under as well as LODR.
The Board of Directors confirms that the Independent Directors also meet the criteria
of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies
(Accounts) Rules, 2014, as amended. The Board is of the opinion that the Independent
Directors of the Company possess requisite qualifications, experience and expertise in the
fields of technology, digitalization, human resources, strategy, auditing, tax and risk
advisory services, financial services, corporate governance, etc. and that they hold
highest standards of integrity.
In terms of Section 150 of the Act read with rule 6 of the Companies (Appointment &
Qualification of Directors) Rules, 2014 as amended, the Independent Directors have
confirmed that they have enrolled themselves in the Independent Directors Databank
maintained with the Indian Institute of Corporate Affairs and they meet the criteria of
exemption to undertake online proficiency self-assessment test conducted by the said
Institute.
The Company has received Form DIR-8 from all Directors pursuant to Section 164(2) and
rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.The
details of the Director being recommended for appointment / re-appointment have been given
in the Explanatory Statement to the Notice of the forthcoming AGM.
RISK MANAGEMENT POLICY
The Company has in place a Risk Management policy, which lays down a robust and dynamic
process for identification and mitigation of risks. The Board of Directors of the Company
reviews the risk management and mitigation plan from time to time.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, the
Directors confirm that:
(a) in the preparation of the annual accounts for the Financial Year ended 31st
March, 2023, the applicable accounting standards and Schedule III of the Companies Act,
2013, have been followed and there are no material departures from the same;
(b) 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 as at 31st March, 2023 and of
the profit of the Company for the financial year ended 31st March, 2023;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared the annual accounts on a ‘going concern basis;
(e) the Directors have laid down proper internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such system are adequate and operating effectively.
AUDITORS AND AUDITORS REPORT
KRA & Associates Chartered Accountants, New Delhi, Firm Registration number 029352N
are appointed as the Statutory Auditors of the Company w.e.f. 13th November,
2021. Further, M/s KRA & Associates has confirmed their eligibility under Section 141
of the Companies Act, 2013 and the Rules framed there under. The Qualification made by the
Auditor has been replied by the Management and same has been annexed as Annexure B.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company
has appointed MZ & Associates, Company Secretaries to conduct the Secretarial Audit of
your Company. The Secretarial Audit Report is annexed herewith as "Annexure - C”
to this Report The remark of the secretarial auditor is placed with the following
observation and management reply to the same has been annexed with Annexure D to
the report
Sr.
No. |
Compliance Requirement |
Deviations |
Observations/Remark s of the Practicing Company Secretary |
1. |
In pursuance of Circular no. SEBI/HO/CFD/POD 1/P/CIR/2022/92 dated
June 30, 2022, In the disclosure of public shareholding, names of the shareholders holding
1% or more than 1 % of shares of the listed entity is to be disclosed on a half yearly
basis within twenty one days from the end of each half year. |
The Company has not disclosed the details of more than 1 % Public
Holding with the Stock Exchange |
As per Regulation 31 of SEBl LODR regulation 2015 and in pursuance
of Circular no. SEBI/HO/CFD/POD 1 /P/CIR/2022/92 dated June 30, 2022,The Company has not
disclosed the details of more than 1% Public Holding with the Stock Exchanqe. |
2. |
As per Regulation 76 of SEBI (Depository & Participant)
Regulation, 2018, Every issuer shall submit audit report on a quarterly basis, starting
from September 30, 2003, to the concerned stock exchanges audited by a qualified Chartered
Accountant or a practicing Company Secretary or a practicing Cost Accountant, for the
purposes of reconciliation of the total issued capital, listed capital and capital held by
depositories in dematerialized form. |
Company has not complied with the Regulation 76 of SEBI (Depository
& Participant) Regulation, 2018 |
Pursuant to the provisions of Circular No.
SEBI/HO/CFD/CMD/CIR /P/2020/12 dated January 22, 2020 issued by Securities
and Exchange Board of India (SEBI) with respect to Standard Operating Procedure (SOP) for
suspension and revocation of equity shares of listed entities for non-compliance with
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Trading in securities of the companies has been suspended w.e.f November 21, 2022 on
account of noncompliance with Regulation 76 of SEBI (Depositories and Participants)
Regulations, 2018 for two consecutive quarters i.e. March 2022 & June
2022.As on date the Company has made the compliance good. |
3. |
The Company is required to maintain various statutory Registers
such as register of loans, Guarantee and investments under MBP 2, Register of Member under
MBP 1, register of Directors and KMP as required under Companies Act, 2013 |
The Company has not maintained any of such registers it is required
under Companies Act, 2013 |
The company has not complied with the maintenance of statutory
registers as required under the Companies Act, 2013. |
4. |
The Company is required to maintain a website of the Company as per
Regulation 62 of the SEBI LODR Regulations, 2015. |
The Company has not maintained a functional website. |
The Company has not complied with the maintenance of the website. |
5. |
As per Regulation 76 of SEBI (Depository & Participant)
Regulation, 2018, Every issuer shall submit audit |
Company has not complied with the Regulation 76 of SEBI |
Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR |
|
report on a quarterly basis, starting from September 30, 2003, to
the concerned stock exchanges audited by a qualified Chartered Accountant or a practicing
Company Secretary or a practicing Cost Accountant, for the purposes of reconciliation of
the total issued capital, listed capital and capital held by depositories in
dematerialized form. |
(Depository & Participant) Regulation, 2018 |
/P/2020/12 dated January 22, 2020; due to non-compliances for two
consecutive quarters i.e. December 2021 & March 2022 for the Regulation 76 of SEBl
(Depositories & Participants) Regulations, 2018, the scrips are already transferred to
Z / IP/ ‘ZY group |
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts]
Rules, 2014 the Company has not appointed any Internal Auditor in the Company for FY
2022-23.
COST RECORDS AND COST AUDIT
Requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act,
are not applicable for the business activities carried out by the Company.
INSOLVENCY AND BANKRUPTCY CODE. 2016
There are no applications made by or against company or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016] during the FY 2022-23.
ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2022, in prescribed
e-form MGT-7 in accordance with Section 92(3] of the Act, read with Section 134(3](a] of
the Act, is available on the Companys website atwww.bluebloodventure.com
Further the Annual Return (i.e. e-form MGT-7] for the FY 2022-23 shall be filed by the
Company with the Registrar of Companies, within the stipulated period and the same can
also be accessed thereafter on the Companys website at: www.bluebloodventure.com
RELATED PARTY TRANSACTIONS
The details of the related party transactions as required under Accounting Standard -
18 are set out in Note 25 to the standalone financial statements forming part of this
Annual Report. The Policy on materiality of related party transactions and dealing with
related party transactions as approved by the Board may be accessed on the Companys
website.
LOANS. GUARANTEES AND INVESTMENTS
The details of loans, guarantees and investments under Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers] Rules, 2014 as on 31st
March, 2023.
• Company has made investments in Shares of Boiban Business Private Limited of Rs.
17 lacs.
• Company has made investments in Zero Coupon Fully Convertible Debentures of
Devoted Construction limited of Rs. 6497 Lacs.
• Company has made Investment in Black Fox Realty Fund I Account of Rs. 30Lacs
VIGIL MECHANISM / WH1STLK BLOWKR POLICY
The Board of Directors of the Company have formulated a Whistle Blower Policy which is
in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and
Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. The Company,
through this policy envisages encouraging the Directors and Employees of the Company to
report to the appropriate authorities any unethical behaviour, improper, illegal or
questionable acts, deeds, actual or suspected frauds or violation of the Companys Code of
Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism /
Whistle blower policy may be accessed on the Companys website.
SUBSIDIARY, ASSOCIATE AND IOINT VENTURE COMPANIES
The Company has no Subsidiary / Joint Ventures / Associate Companies as prescribed
under the Companies Act, 2013.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with
the Companies (Accounts)
Rules, 2014 is as under:
Part A and Part B relating to conservation of energy and technology absorption are not
applicable to the Company as your Company is not a manufacturing company.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total foreign exchange earnings and outgo |
2022-23 (in Rs.) |
2021-22 finRs.) |
FOB Value of Exports |
Nil |
Nil |
CIF Value of Imports |
Nil |
Nil |
Expenditure in foreign currency |
Nil |
Nil |
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace, in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and the rules made thereunder.
Internal Complaints Committee(s) (ICCs) at each workplace of the Company have been set
up to redress complaints, if any, received regarding sexual harassment All employees
(permanent, contractual, temporary, trainees) are covered under this Policy.
There was no complaint received from any employee of the Company during the FY 2022-23.
MATERIAL CHANGES AFFECTING THE COMPANY
A. Change in nature of business
The Company has not undergone any change in the nature of the business during the FY
2022-23.
B. Material changes and commitments, if any, affecting the financial position of the
Company
There are no material changes and commitments affecting the financial position of the
Company, which have occurred between the end of the FY 2022-23 and the date of this
Report.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS & COMPANYS OPERATIONS IN FUTURE
Pursuant to Regulation 13(3) of the SEB1 (LODR) Regulations, 2015 the listed entity
shall file with the recognized stock exchange(s) on a quarterly basis, within twenty one
days from the end of each quarter, a statement giving the number of investor complaints
pending at the beginning of the quarter, those received during the quarter, disposed of
during the quarter and those remaining unresolved at the end of the quarter and pursuant
to Regulation 31 of SEBI (LODR) Regulation,2015 Listed Entity shall submit to Stock
Exchange statement showing shareholding pattern and holding of security of each class of
securities within twenty one days from the end of each half year. As a consequence of
Non-compliance and SEBI vide its circular no. SEB1/HO/CFD/CMD/C1R/P/2020/12 dated January
22, 2020 (SEBI SOP Circular) has inter alia prescribed certain penal actions such as levy
of financial fines, freezing of promoter demat accounts and transfer of shares to Z group
(Trade for Trade) ending with suspension of trading in the securities of the listed
entities which do not comply with critical regulations of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Trading in securities of the company is
suspended w.e.f November 21, 2022 on account of non-compliance with Regulation 76 of SEBI
(Depositories and Participants) Regulations, 2018 for two consecutive quarters i.e. March
2022 & June 2022.
Pursuant to the provisions of Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January
22, 2020 issued by Securities and Exchange Board of India (SEBI) with respect to Standard
Operating Procedure (SOP) for suspension and revocation of equity shares of listed
entities for non-compliance with provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Trading in securities of the companies has been suspended
w.e.f November 21, 2022 on account of non-compliance with Regulation 76 of SEBI
(Depositories and Participants) Regulations, 2018.
GENERAL
a) Your Company has not issued equity shares with differential rights as to dividend,
voting or otherwise;
b) Your Company does not have any ESOP scheme for its employees/directors.
DEMATERIALIZATION OF SHARES
Trading in the Equity Shares of the Company is only permitted in the dematerialized
form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.
The Company has established connectivity with both the Depositories viz. National
Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL)
to facilitate the demat trading. As on 1stMarch, 2023, 100% of the Companys
Share Capital is in dematerialized form. The Companys shares are regularly traded on BSE
(SME) Limited.
CORPORATE GOVERNANCE
Pursuant to Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirement)
Regulations 20IS, the Corporate Governance report together with a certificate on its
compliance forms part of the Annual Report
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no instances of one time settlement during the financial year under review.
CAUTIONARY STATEMENT
Statement in the managements discussions and analysis describing the Companys
projections, estimates, expectations or predictions may be ‘forward looking
statements within the meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied. Important factors that
would make a difference to the Companys operations include demand-supply conditions,
changes in government regulations, tax regimes and economic developments within the
country and abroad and such other factors.
ACKNOWLEDGEMENT
The Directors of the Company are grateful to all the stakeholders including the
customers, bankers, suppliers and employees of the Company for their co-operation and
assistance.
Registered Office: |
By order of the Board |
|
P-27, Malviya Nagar, Main Market, |
For BLUEBLOOD VENTURESLIMITED |
New Delhi-110017, India |
Sd/- |
Sd/- |
Date: 25th August, 2023 |
Suresh Bohra |
Narsimha Kavadi |
Place: New Delhi |
Managing Director |
Director |
|
DIN:00093343 |
DIN:08145297 |
+91-9892691696
