Share Wealth

The Directors take pleasure in presenting their 32^nd Annual Report of the Company along with the Audited Financial Statements, for the period ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

2.    FINANCIAL OPERATIONS:

Members are aware that business environment continues to be volatile due to global slowdown, uncertain environment and high fiscal deficit and inflation. Hence, there are difficult economic conditions coupled with fierce competition, high inflationary market conditions. During the period ended 31^st March, 2024, the loss after tax of the Company amounting to Rs. 6.86/- as against the profit after tax amounting to Rs. 0.72/- for the period ended 31^st March, 2023.

3.    DIVIDEND AND TRANSFER TO RESERVES:

Considering the financial results of the Company for 2023-2024 and the unsettled business environment, the Company is unable to declare a dividend for the current year. No amount is being transferred to reserves during the year under review.

4.    DEPOSITS:

During the period under review, your Company has not accepted any deposits from the public as such, no amount of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

5.    LISTING FEES:

Being listed at BSE Limited, Mumbai, and the Company has duly paid the listing fees.

6.    SHARE CAPITAL:

The paid-up equity share capital of your company stood at Rs. 25,60,000 consisting of 2,56,000 equity shares of Rs. 10/- each fully paid-up. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

7.    SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES:

The company does not have any subsidiary company within the meaning of Section 2(87) of the Companies Act, 2013. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 and therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

8.    WHISTLE BLOWER:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the Listing Regulations (as amended from time to time), the Company has framed Vigil Mechanism/ Whistle Blower Policy (“Policy”) to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any noncompliance and wrong practices, e.g., unethical behaviour, fraud, violation of law, inappropriate behaviour/conduct, etc. The detailed Vigil Mechanism Policy is available at Company’s Website www.bluepearltexspin.com.

9.    PARTICULARS OF EMPLOYEES AND REMUNERATION:

No details as required under section 197 (12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided during the year as the Directors of the Company do not draw any Remuneration.

10.    DIRECTORS AND KEY MANAGERIAL PERSONNEL:A) Changes in Directors and Key Managerial Personnel:

During the year following Changes made in the Directors and Key Managerial Personnel:

Mr. Rishikumar Hanumanprasad Gosai (DIN: 10218840) was appointed as a Managing Director by the Board of Directors of the Company w.e.f. 12^th March, 2024.

Mr. Viren Makwana (DIN; 09007676) was appointed as an Additional Non Executive Independent Director by the Board of Directors of the Company w.e.f. 12^th March, 2024.

Mr. Sudama Patel (DIN: 10132041) was appointed as an Additional Non Executive Director by the Board of Directors of the Company w.e.f. 13^th October, 2013

Mrs. Anupma Kashyap (DIN: 09720124) was appointed as an Additional Non Executive Independent Director by the Board of Directors of the Company w.e.f. 30^th April, 2024.

Mr. Arunkumar Sharma (DIN: 00369461) has resigned as Non Executive Director of the Company w.e.f. 16^th May, 2024.

B)    Declaration by an Independent Director(s) and reappointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

C)    Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D)    Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

E)    Number of Meetings of the Board of Directors and Audit Committee

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

During the year the Company has held 8 (Eight) Board Meetings as against the minimum requirement of 04 meetings. The meetings were held on 29/05/2023, 31/07/2023, 03/08/2023, 13/10/2023, 09/11/2023, 11/01/2024, 06/02/2024 and 12/03/2024.

11. COMMITTEES OF THE BOARD:

The Board has constituted Committees pursuant to provisions of Companies Act, 2013, and rules framed there under and Listing Agreement entered with Stock Exchanges.

The committees of the Board are Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

THE COMPOSITION OF AUDIT COMMITEE OF BLUE PEARL TEXSPIN IS AS FOLLOWS.

THE COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITEE OF THE BOARD OF BLUE PEARL TEXSPIN IS AS FOLLOWS.

THE COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITEE OF THE BOARD OF BLUE PEARL TEXSPIN IS AS FOLLOWS.

12. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a)    In the preparation of the Annual financial statements for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b)    Have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period.

c)    Have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d)    Have prepared the Annual accounts on a going concern basis.

e)    Have laid down proper internal financial controls to be followed by the company and that such financial controls are adequate and are operating effectively.

f)    Have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. AUDITORS:Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, the Company at its 31^st AGM appointed M/s. B. Choradia & Co., Chartered Accountants, (Firm registration No: 104058W) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 31^st AGM until the conclusion of 36^th AGM of the Company. The Company has received confirmation from the Auditors that they are eligible to continue as the statutory auditors of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, (including any re-enactment or modification thereto), and such other applicable provisions, if any, M/s. J Singh & Associates, Chartered Accountants, (Firm Registration No: 110266W) will be appointed as the Statutory Auditors of the Company, to hold office of from conclusion of Thirty Second Annual General Meeting till the conclusion of the Thirty Three Annual General Meeting of the Company to be held in the year 2025, subject to approval of their appointment at the Annual General Meeting. Members are requested to approve their appointment.

The Reports given by M/s. B. Choradia & Co., Chartered Accountants on the financial statements of the Company for FY 2023-24 are part of the Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, the Company has appointed M/s. HSPN & Associates, LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2023-2024.The Secretarial Audit Report (MR-3) signed by Ms. Dharti Patel (FCS No: 12801), Proprietor, DHARTI PATEL & ASSOCIATES, Company Secretaries for the year ended on 31st March, 2024 is selfexplanatory and is annexed herewith as “Annexure II”.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed M/s. Phophalia S & Associates, Chartered Accountants as the Internal Auditors of the Company for Financial Year 2023-2024.

Cost Auditors

For the FY 2023-24, cost audit is not applicable to the Company as the export turnover is more than 75% of the total turnover. Hence the Company has not appointed Cost Auditor.

16.    EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

a)    Observations of Statutory Auditors on Accounts for the year ended 31^st March, 2024:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements as on and for the year ended 31^st March, 2024.

b)    Observations of Secretarial Audit Report for the year ended 31^st March, 2024:

The observations as per Secretarial Audit Report and the Board’s Reply is as under:

• The company has not dematerialized 100% of Shareholding of Promoter and Promoter Group as per Regulation 31(2) of Listing Obligations and Disclosure requirements, Regulation 2015.

Board’s Reply: The Promoter shareholding will be converted into Demat at the earliest as per regulations 31 (2) of LODR.

17.    REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in Director’s Report.

18.    COST RECORDS AND COST AUDIT:

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2023-24. Accordingly, such accounts and records are not made and maintained by the Company for the said period. The requirement for cost audit was not applicable for the said period as the export turnover was greater than 75% for the prior year.

19.    MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as “Annexure I”.

20.    ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return FY 2023-24. www. bluepearltexspin. com.

21.    ANNUAL PERFORMANCE EVALUATION OF BOARD:

The performance of Board, its Committees and Individual Director were reviewed during the year pursuant to Section 134(3) (p) of the Companies Act, 2013. The Separate meeting of independent Directors was held during the year to evaluate the performance of other Non-Independent Directors and of the Board as a whole, also the performances of Committees of the Board were reviewed. The performance of Board, Individual Directors and Committees were found to be satisfactory.

22.    CORPORATE GOVERNANCE REPORT:

The company falls under the criteria 15 (2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.

As on 31st March, 2023, the Company’s Paid-up Capital is of Rs. 25,60,000 /- and Net worth is of Rs. (11,630,360)/-

Hence compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company and hence the same is not published in the report.

23.    PARTICULARS OFF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 134(M) OF COMPANIES ACT 2013 READ WITH COMPANIES (ACCOUNTS) RULES 2014:

A)    Conservation of energy: -

i)    The steps taken or impact on conservation of energy: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources.

ii)    The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii)    The capital investment on energy conversation Equipment’s: N.A.

B)    Technology absorption:

i)    The efforts made towards technology absorption:    N.A.

ii)    The benefits derived like product improvement,    cost reduction product development

or import substitution: N.A.

iii)    In case of imported technology (imported during the last three years reckoned from

the    beginning of the financial year): N.A.

a)    The details of technology imported: N.A.

b)    The year of import: N.A.

c)    Whether the technology been fully absorbed. N.A.

d)    If not fully absorbed, areas where absorption has not taken place and the reasons thereof: N.A.

iv)    The expenditure incurred on Research and Development: N.A.

C) Foreign Exchange Earnings and Outgo:

i)    Total Foreign Exchange Earned: Nil

ii)    Total Foreign Exchange Used: Nil

24.    CFO CERTIFICATION:

Certificate of CFO of the Company on Financial Statements, Cash Flow Statement for the period ended March 31, 2024 and Certificate of CFO for compliance with Code of Conduct by Board members and Senior Management personnel on Annual basis are enclosed herewith as “Annexure III”.

25.    PARTICULARS OF LOAN, GURANTEES OR INVESTMENT:

During the year, the Company has not given any loans, given any guarantee or provided security as per Section 186 of the Companies Act, 2013.

26.    MEETING OF INDEPENDENT DIECTORS:

The Independent Directors met once during the year to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was complied by independent authority and informed to the members.

27.    NOMINATION AND REMUNERATION COMMITTEE:

The Board had constituted Nomination and Remuneration Committee pursuant to the provisions of subsection (1) of Section 178 of Companies Act, 2013. Pursuant to subsection (3) of Section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director and recommended to the Board the policy, relating to the remuneration of directors, key managerial personnel and other employees. The policy is available at Company’s website on www.bluepearltexspin.com.

28.    PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2023-2024 and hence does not form part of this report.

29.    COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has been in compliance with the applicable Secretarial Standards during the financial year 2023-2024.

30.    DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31^st March, 2024 and the Internal Financial Controls are operating effectively commensurate with size and nature of business operations.

31.    RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

32.    DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the year 2023-24.

i)    No of complaints received :    Nil

ii)    No of complaints disposed of:    Nil

33.    ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation to the shareholders for the confidence reposed by them in the company and for the continued support and co-operation extended by them. Your Directors also wish to place on record their deep sense of

appreciation for the continuing support and efforts of Vendors, Dealers, Business Associates and Employees received during the period ended 31^st March, 2024.