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બ્લ્યૂ સ્ટાર ઇન્ફો ડિરેક્ટર્સ રિપોર્ટ, બ્લ્યૂ સ્ટાર ઇન્ફો ડિરેક્ટર્સ દ્વારા રિપોર્ટ

બ્લ્યૂ સ્ટાર ઇન્ફો

બીએસઈ: 532346  |  ઍનઍસઈ : BLUESTINFO  |  ISIN: INE504B01011  |  Computers - Software

શોધો બ્લ્યૂ સ્ટાર ઇન્ફો કનેક્શન � Mar 14
ડિરેક્ટર્સ રિપોર્ટ વર્ષાન્ત : Mar '15
DEAR MEMBERS,
 
 The 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 and
 company 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 uSS 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 uSS 2,74,867 (equivalent of Rs.
 1.68 crores) this year compared to a net loss of uSS 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 uSS 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 uSS
 23,50,000 (18,50,000 in the previous year).  The investment is in
 shares of uSS 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
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and the Companies (Appointment and Remuneration 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.    Particulars                  ESOP Scheme 2003 (Amended 2015)
 No.
  
 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 December2014
 
 7    Variation of terms of                       Nil
      options 
 
 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         Sunil Bhatia- Chief Executive Officer 
      personnel;                 and Managing Director (982,000)
 
                                 Aloke Ghosh-chief Financial officer and
                                 company Secretary (20,000)
 
      b.  any other employee     NIL
      who receives a grant in  
      any one year of option 
      amounting to 5% or more 
      of options granted during 
      that year.
 
      c.  identified employees    Sunil Bhatia- chief executive officer    
      who were granted option,    and managing Director (982,000)
      during any one year, 
      equal to or exceeding 1% 
      of the issued capital 
      (excluding outstanding       nishith mathur-chief operating 
      warrants and conversions)       officer (226,000) 
      of the company at the time 
      of grant;
 
 24.  AUDITORS
 
 M/s walker, chandiok & co. HP, (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
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