The Directors of the Company have pleasure in presenting the 17th Standalone Annual Report and Audited
Financial Statementfor the Financial Year Ended 31st March, 2024.
fRs. In INR1
|
Financial Results
|
F.Y.2023-24
|
F.Y 2022-23
|
|
Sales and Services
|
51,15,000
|
11,06,000
|
|
Other Income
|
2,78,000
|
8,74,000
|
|
Total Revenue
|
53,93,000
|
19,80,000
|
|
Total Expenditure
|
53,05,000
|
17,98,000
|
|
Profit before Tax
|
88,000
|
1,82,000
|
|
Less: Tax Expense
|
-
|
-
|
|
Current Tax
|
0.37
|
-
|
|
Deferred Tax
|
-1.93
|
-
|
|
Taxes for Earlier Years
|
-
|
-
|
|
Profit/Loss for the year after tax
|
2,44,000
|
1,82,000
|
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, 2024 and to strengthen the net working capital.
MANAGEMENT DISCUSSIONS & ANALYSIS fMDAl
Financial Review
The operating income including other income during the financial year ended 31st March, 2024 stood at Rs.
53,93,000/- as against the total operating income including other income of Rs. 19,80,000/- in the
previous financial year ended Sl^March, 2023. During the Year the Company has a Profit of Rs. 2,44,000/-.
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 2024 was Rs 3,10,000,00/-
(Rupees Three Crores Ten Lacs 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, 2024 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. 'Year 2023-24 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 government’s 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 Company's performance.
Deposits
During the Financial Year 2023-24, 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.
DIRECTOR S & KEY MANAGERIAL PERSONNEL f APPOINTMENTS/RE-APPOINTMENTSh
Pursuant to Section 152 of the Companies Act, 2013, Mr. Suresh Bohra, 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 2023-24.
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 INDRPRNDRNCR
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, 2024, 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, 2024 and of the profit of the Company for the financial year ended 31st
March, 2024;
(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 002352N 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.
|
SI.
No.
|
Compliance Requirement
|
Deviations
|
Observations/Remarks of
the Practicing Company
Secretary
|
|
1.
|
As per section 138 of The Companies
Act, 2013 read along with The
Companies (Accounts) Rules, 2014
such class or classes of companies as
may be prescribed shall be required
to appoint an internal auditor, who
shall either be a chartered accountant
or a cost accountant, or such other
professional as may be decided by the
Board to conduct internal audit of the
functions and activities of the
|
The company has not
appointed an internal
auditor for the FY
2023-24
|
The company has not complied
with Section 138 of The
Companies Act, 2013 read
along with The Companies
(Accounts) Rules, 2014 by not
appointing the internal auditor
in the company during the
period under review in the FY
2023-24.
|
| |
company.
|
|
|
| |
As per Rule 13 of The Companies
(Accounts) Rules, 2014 Every Listed
Company and other class of Companies
are required to appoint an internal
auditor
|
|
|
*Trading in securities of the companies has been suspended w.e.f. November 21,2022 on account of non¬
compliance with Regulation 76 ofSEBI (Depositories and Participants) Regulations, 2018 and the company has
made the application for revocation of suspension of trading in securities to the RSF hut same is still pending
as case is under process with listing team operation.
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 2023-24.
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 2023-24.
ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2023, 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 Company’s website
atwww.bluebloodventure.com
Further the Annual Return (i.e. e-form MGT-7) for the FY 2023-24 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
Company's 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 Company’s 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, 2024.
• 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. 4,149 Lacs.
• Company has made Investment in Black Fox Realty Fund I Account of Rs. 30 Lacs
VIGIL MECHANISM/ WHISTLE BLOWER 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 Company's Code
of Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism / Whistle
blower policy may be accessed on the Company’s 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 EARN1NGSAND
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
|
2023-24 (in Rs.)
|
2022-23 (in Rs.)
|
|
FOB Value of Exports
|
Nil
|
Nil
|
|
C1F 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 2023-24.
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 2023-24.
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 2023-24 and the date of this Report.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS & COMPANY'S 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^ 015
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. SEBI/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 anyESOP 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.
Trading in securities of the Company was suspended on 22nd November, 2022 and the facility of trading
the shares of the aforementioned non-complaint company for Trade Basis in Z Group on the first trading
day of every week has been discontinued since 13th June, 2023. Since then the trading in securities of the
company has been suspended until as on date.
CORPORATE GOVERNANCE
Pursuant to Regulation 27 of the SEB1 (Listing Obligation and Disclosure Requirement) Regulations 2015,
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 RANKS 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 management’s discussions and analysis describing the Company's 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 Company's 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 VENTURES LIMITED
New Delhi-110017, India
Sd/- Sd/-
Date: 07th September, 2024 Suresh Bohra Narsimha Kavadi
Place: New Delhi Managing Director Director
DIN:00093343 DIN:08145297
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