BLUE CLOUD SOFTECH SOLUTIONS LTD. Annual Report BLUE CLOUD SOFTECH SOUTIONS LIMITED. 25 th Annual Report

Transcription

1 BLUE CLOUD SOFTECH SOUTIONS LIMITED 25 th Annual Report

2 BLUE CLOUD SOFTECH SOLUTIONS LIMITED BOARD OF DIRECTORS Mr. B Ravi Managing Director - ( ) Mrs. G MANI Non Executive Independent Director - ( ) *Mr. G N Sharma Non Executive Independent Director - ( ) (* Appointed as Additional Director w.e.f. 12 th July 2016) COMMITTEES OF THE BOARD OF DIRECTORS Audit Committee Mrs. G MANI Non Executive Independent Director - ( ) - Chairman Mr. B Ravi Executive Director - ( ) - Member *Mr. PVVS Prasad Non Executive Independent Director - ( ) - Member (* Resigned as Director w.e.f. 12 th July 2016) Remuneration Committee Mrs. G MANI Non Executive Independent Director - ( ) - Chairman Mr. B Ravi Executive Director - ( ) - Member *Mr. PVVS Prasad Non Executive Independent Director - ( ) - Member (* Resigned as Director w.e.f. 12 th July 2016) Stake Holders And Investor s Grievance Committee Mrs. G MANI Non Executive Independent Director - ( ) - Chairman Mr. B Ravi Executive Director - ( ) - Member *Mr. PVVS Prasad Non Executive Independent Director - ( ) - Member (* Resigned as Director w.e.f. 12 th July 2016) AUDITORS M/s. P. MURALI & Co., CHARTERED ACCOUNTANTS /2/3, SOMAJIGUDA HYDERABAD SHARE TRANSFER AGENT AARTHI CONSULTANTS PVT. LTD , DOMALAGUDA, HYDERABAD REGISTERED OFFICE:- 405, Tulip Apartments, Somajiguda, Hyderabad LISTING BSE Ltd (SCRIP CODE ) ISIN - INE373T01021 CIN : L72200TG1991PLC

3 NOTICE Notice is hereby given that the 25 th Annual General Meeting of the Members of M/s BLUE CLOUD SOFTECH SOLUTIONS LIMITED will be held on Friday the 30 th day of September, 2016 at A.M. at Regd. Office of the Company to transact the following business. ORDINARY BUSINESS 1. To receive, consider and adopt the Financial Statements including Balance Sheet as at 31 st March, 2016 and Profit & Loss Account as on that date, and the Reports of the Directors and the Auditors thereon. 2. To Re-appoint M/s. P Murali & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of the this Annual General meeting till the Conclusion of next Annual General Meeting and to fix their remuneration. Resolved that Pursuant to the Provisions of Section 139 and other applicable Provisions, if any, of the Companies Act, 2013, and pursuant to the recommendations of the audit committee of the Board of Directors, and pursuant to the resolution passed by the members at the AGM held on September 29, 2014, M/s P.Murali & Co., Chartered Accountants, Hyderabad, the retiring Auditors be and are hereby reappointed as the statutory Auditors of the company to hold the office till the conclusion of the 26 th Annual General Meeting to be held in the calendar year 2017 be and is hereby ratified and that the Board of Directors be and is hereby authorized to fix the remuneration payable to them. SPECIAL BUSINESS 3. To consider and if thought fit, to pass with or without modification(s), the following resolutions as an ordinary resolution: To appoint Mr. G.N. Sharma (DIN: ), as Director of the Company RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ( Act ) and the Rules framed there under read with Schedule IV to the Act, as amended from time to time, Mr. G.N. Sharma (DIN: ), who was appointed by the Board of Directors as an Additional Director of the Company w.e.f 12 th July 2016 and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 ( Act ) and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company. 3

4 4. To consider and if thought fit, to pass with or without modification(s), the following resolutions as an ordinary resolution: To appoint Mr. GN Sharma, as an Independent Director RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulations, Mr. G N Sharma, Director of the Company, who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and who is eligible for appointment and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, whose term shall not be subject to retirement by rotation, to hold office for a term up to September 30, To consider and if thought fit, to pass with or without modification(s), the following resolutions as a Special Resolution: To Issue up to 29,00,000 Equity Shares on a Preferential basis RESOLVED THAT pursuant to Section 42 and Section 62 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof), and in accordance with the provisions of the Memorandum and Articles of Association of the Company and the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ( SEBI (ICDR Regulations) ) and the listing agreements entered into by the Company with the stock exchanges on which the Company s shares are listed, or any other relevant authority from time to time and the rules / regulations / guidelines, notifications, circulars, press notes and clarifications issued from time to time by the relevant authority, to the extent applicable and subject to such approvals, consents, permissions and sanctions as might be required and such conditions as may be prescribed while granting such approvals, consents, permissions and sanctions, which the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any Committee(s) constituted / to be constituted by the Board to exercise its powers including the powers conferred by this Resolution) is hereby authorized to accept, the Board be and hereby authorized to issue, offer and allot up to 29,00,000 Equity shares of face value of Rs.5/- (five) each fully paid up amounting to Rs. 1,45,00,000 (Rupees One Crore Forty Five Lakhs Only) to the allottees on such terms as mentioned in the explanatory statement. RESOLVED FURTHER THAT the issue and allotment of the Equity Shares shall be on the following terms and conditions: The relevant date for the preferential issue, as per the SEBI (ICDR Regulations), as amended from time to time, for the determination of minimum price for the issue of the above mentioned Equity Shares shall be 31 st August, 2016, being the date 30 days prior to the date of Annual General Meeting (i.e. 30 th September, 2016). RESOLVED FURTHER THAT i) The consideration price of the Equity Shares shall be received from the Allottees Bank accounts; 4

5 ii) The Equity Shares to be issued and allotted shall be listed and traded on the Stock Exchange(s), where the securities of the Company are listed and shall be subject to the provisions of the Memorandum and Articles of Association of the Company; iii) The Equity Shares allotted to Allottees shall rank pari passu with the then existing Equity Shares of the Company, from the date of their allotment. Such new Equity Shares when issued and allotted as aforesaid shall also be entitled for dividend as per the regulations / notifications / clarifications issued by SEBI in this regard; iv) The Equity Shares allotted on a preferential basis shall remain locked in as per the provisions of SEBI (ICDR Regulations), 2009; v) The Board be and is hereby authorized to accept any modification(s) to or modify the terms of issue of Equity Shares, subject to the provisions of the Act and SEBI (ICDR Regulations), without being required to seek any further consent or approval of the members of the Company. RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorized, to do all such acts, matters, deeds and things and to take all such steps and to do all such things and give all such directions, as the Board may consider necessary, expedient or desirable, including without limitation, to prescribe the forms of application, allotment, to enter into any agreements or other instruments, and to take such actions or give such directions as may be necessary or desirable and to settle any question or difficulty that may arise with regard to the issue and allotment of Equity Shares. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred by the above resolutions, including corrections / ratification / re-calculation of the consideration etc., to any Director(s) or to any Committee of the Board or any other Officer(s) of the Company to give effect to the aforesaid resolution. By the Order of the Board For Blue Cloud Softech Solutions Limited Place: Hyderabad Date: Sd/- Managing Director NOTES: 1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Businesses to be transacted at the Annual General Meeting (AGM) is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER ER OF THE COMPANY. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than fifty members and holding in aggregate not more than ten percent of the total Share Capital of the Company. Members holding more than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who shall not act as a proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours before the commencement of the meeting. A Proxy Form is annexed to this Report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution / authority, as applicable. 5

6 3. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, 24 th September, 2016 to Friday 30 th September, 2016 (both days inclusive). The book closure dates have been fixed in consultation with the Stock Exchanges. 4. As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of upto five consecutive years and are not liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors are given at item no The relevant details of Directors seeking appointment / re-appointment under item nos. 3 & 4 of this Notice are provided in the Annual Report. 6. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made thereunder, Companies can serve Annual Reports and other communications through electronic mode to those Members who have registered their address either with the Company or with the Depository. Members who have not registered their address with the Company can now register the same by submitting a duly filled in E-Communication Registration Form, available on the website of the Share Transfer Agent of the Company www. aarthiconsultants.com, to M/s. Aarthi Consultancy Private Limited. Members holding shares in demat form are requested to register their address with their Depository Participant(s) only. Members of the Company, who have registered their address, are entitled to receive such communication in physical form upon request. 7. The Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode to Members whose IDs are registered with the Company or the Depository Participant(s) unless the Members have registered their request for a hard copy of the same. Physical copy of the Notice of AGM, Annual Report and Attendance Slip are being sent to those Members who have not registered their IDs with the Company or Depository Participant(s). Members who have received the Notice of AGM, Annual Report and Attendance Slip in electronic mode are requested to print the Attendance Slip and submit a duly filled in Attendance Slip at the registration counter to attend the AGM. 8. Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, the Company is pleased to provide the facility to Members to exercise their right to vote by electronic means. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on 26 th August 2016 are eligible to receive Annual Report and as on 23 rd September 2016, are entitled to vote on the Resolutions set forth in this Notice. Members who have acquired shares after the dispatch of the Annual Report and before the book closure may approach the Share Transfer Agent of the Company for exercising their right to vote. Members who have acquired shares after the dispatch of the Annual Report and before the book closure may approach the Share Transfer Agent of the Company for issuance of the User ID and Password for exercising their right to vote by electronic means. The e-voting period will commence at a.m. on Tuesday, 27 th September 2016 and will end at 5.00 p.m. on Thursday, 29 th September The Company has appointed Ms. Sarada Putcha, Practicing Company Secretary, to act as the Scrutinizer, for conducting the scrutiny of the votes cast. The Members desiring to vote through electronic mode may refer to the detailed procedure on e-voting given hereinafter. 9. The instructions for shareholders voting electronically are as under: (i) The voting period begins on Tuesday, 27 th September 2016 at A.M. and ends on Thursday, 29 th September 2016 at 5.00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 23 rd September 2016, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. 6

7 (ii) The shareholders should log on to the e-voting website (iii) Click on Shareholders. (iv) Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company. (v) Next enter the Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to and voted on an earlier voting of any company, then your existing password is to be used. (vii) If you are a first time user follow the steps given below: For Members holding shares in Demat Form and Physical Form PAN DOB Dividend Bank Details Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field. In case the sequence number is less than 8 digits enter the applicable number of 0 s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA in the PAN field. Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format. Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv). (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii) (xviii) (xix) After entering these details appropriately, click on SUBMIT tab. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach Password Creation menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. Click on the EVSN for BLUE CLOUD SOFTECH SOLUTIONS LTD on which you choose to vote. On the voting page, you will see RESOLUTION DESCRIPTION and against the same the option YES/NO for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details. After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote. You can also take out print of the voting done by you by clicking on Click here to print option on the Voting page. If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. Note for Non Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to and register themselves as Corporates. 7

8 A scanned copy of the Registration Form bearing the stamp and sign of the entity should be ed to After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on. The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. (xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ( FAQs ) and e-voting manual available at under help section or write an to helpdesk.evoting@cdslindia.com. (xxi) The e-voting module shall be disabled by CDSL after 5.00 p.m. on 29 th September (xxii) The results shall be declared on or before 2 nd October The results along with the Scrutinizer s Report, shall also be placed on the website of the Company. 10. Members holding shares in physical form are requested to intimate any change of address and / or bank mandate to M/s. Aarthi Consultants Private Limited / Investor Service Department of the Company immediately. 11. The Securities and Exchange Board of India has mandated submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in demat form are, therefore, requested to submit PAN details to the Depository Participants with whom they have demat accounts. Members holding shares in physical form can submit their PAN details to M/s. Aarthi Consultants Private Limited / Investor Service Department of the Company. 12. For convenience of the Members and proper conduct of the meeting, entry to the meeting venue will be regulated by Attendance Slip. Members are requested to sign at the place provided on the Attendance Slip and hand it over at the registration counter. 13. Members desiring any information relating to the accounts are requested to write to the Company well in advance so as to enable the management to keep the information ready. Item No: 3 & 4 EXPLANATORY STATEMENT [Pursuant to Section 102 of the Companies Act, 2013] Pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulations, 2014, Mr. G N Sharma was appointed as an Additional Director in the Board Meeting held on 12 th July 2016 and he holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 ( Act ) and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company, and is proposed to be appointed a Director of the Company. Mr. G N Sharma, Director of the Company, has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013, is proposed to be appointed as an Independent Director of the Company, whose term shall not be subject to retirement by rotation, to hold office for a term up to September 30,

9 The Nomination and Compensation Committee and the Board of Directors have recommended appointment as Independent Directors of the Company. Mr. Sharma is a non-executive independent director of the Company, has given a declaration to the Board that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, In the opinion of the Board, he fulfill the conditions specified in the Companies Act, 2013 and Rules made there under for his appointment as Independent Director of the Company and he is independent of the management. He is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and he has given consent to act as Director. A brief profile of Independent Director to be appointed, including nature of his expertise and other disclosure as required under SEBI (LODR) Regulations 2015, is provided at Annexure of this Notice. The Board recommends the resolution in relation to the appointment of Independent Director, for the approval by the shareholders of the Company. None of the directors of the Company are any way interested in the Resolution, expect to the extent of their share holding in the Company, Your Directors recommend the above resolution for your approval. Item No: 5 The company requires funds for various long term working capital and general deleveraging purposes. To augment the growth and improve the financial performance of the Company, the Company has approached the Allottees to infuse fresh funds in the Company. Board of Directors at its meeting held on 5 th September 2016, after considering the various sources for sourcing funds for this investment, and deemed it appropriate to create, issue, offer and allot equity shares to the following: Issue of 11,00,000 Equity Shares of face value of 5/- each fully paid up, to M/s. Swarnim Avenues Private Limited; Issue of 18,00,000 Equity Shares of face value of 5/- each fully paid up, M/s. Enspire Institute of Professional Studies Pvt Ltd Pursuant to provisions of Section 62 (1) (c) of Companies Act, 2013, any preferential allotment of securities needs to be approved by the shareholders by way of Special Resolution. The Listing Agreements executed by the Company with the Stock Exchanges also provide that the Company shall, in the first instance, offer all securities for subscription pro-rata to the shareholders unless the shareholders in a general meeting decide otherwise. The proposed issue of shares is in accordance with the provisions of SEBI (ICDR Regulations) and other applicable regulations, if any. In terms of the provisions of the Companies Act, 2013 read with Rule 13 (2) of the Companies (Share Capital and Debentures) Rules, 2014 and the aforesaid SEBI (ICDR Regulations), the relevant disclosures are given below: 9

10 The object of the issue through preferential offer: The proceeds will be utilized for capital expenditure for wind projects being implemented by subsidiaries, meeting working capital requirements, repayment of debt by the company and its subsidiaries and for other corporate purposes. Issue Size, number of Equity Shares to be issued : Issuance of 29,00,000 equity shares of face value of 5/- each fully paid up amounting to 1,45,00,000 (Rupees One Crore Forty Five Lakhs Only) to EW Special Opportunities Fund II Pte. Limited The Proposal of the Promoters / PAC / Directors / Key Management Persons to subscribe to the offer: The proposed allottees are belong to the Non-Promoter Group. None of the Directors or Key Managerial Personnel nor their respective relatives is in any way concerned or interested in the above said resolution Relevant Date: The relevant date for the preferential issue, as per the SEBI (ICDR Regulations), as amended from time to time, for the determination of price for the issue of the above mentioned Equity Shares shall be 31 st August, 2016 being the date 30 days prior to the date of General Meeting (i.e. 30 th September 2016) Pricing of Preferential Issue The Equity Shares will be allotted in accordance with the price determined in terms of Regulation 76 of the SEBI (ICDR Regulations). Since the Company scrip is not traded on BSE Limited ( BSE ), the trading price of securities of the Company cannot be calculated, and relevant provisions of SEBI (SAST) Regulations are considered for determining the pricing of securities allotted on preferential basis. Accordingly, the price per Equity Share to be issued is fixed at Rs. 5/- per share. Terms of Issue of Equity Shares: The consideration price of the equity shall be received from respective allottee s banks accounts; Upon receipt of the requisite payment as above, the Board (or a Committee thereof) shall allot : 11,00,000 equity shares of face value of Rs. 5/- each fully paid up amounting to 55,00,000 (Rupees Fifty Five Lakhs Only) to M/s. Swarnim Avenues Private Limited; 18,00,000 equity shares of face value of Rs. 5/- each 90,00,000 (Rupees Ninety Lakhs Only) to M/s. Enspire Institute of Professional Studies Pvt Ltd; The Equity Shares allotted on preferential basis under SEBI (ICDR) Regulations shall be locked in for a period of One year from the date of Trading Approval to be received from the stock exchange(s) The proposed allottees do hold any pre-preferential holding in the Company, so lock-in of pre-preferential allotment shareholding of the allottees, does not arise. 10

11 Shareholding pattern before and after the preferential issue: Sl. No. Category of Shareholder Pre-issue Total number % of share of shares held equity holding Post-issue Total number % of share of shares held equity holding I PROMOTER A INDIAN i Individuals / HUF ii Body Corporate SUB - TOTAL B FOREIGN Sub Total Total II PUBLIC A Institutions B Non-Institutions Corporate Bodies Others Total GRAND TOTAL Note: - 1. The above shareholding pattern has been prepared on the basis of shareholdings as on 30 June, None of the other Directors of the Company, nor the Key Managerial Personnel of the Company nor their respective relatives are in any way concerned or interested, financially or otherwise in this Resolution. Proposed time limit within which the allotment shall be completed: As required under the SEBI (ICDR Regulations), the allotment of Equity Shares pursuant to the special resolution shall be completed within a period of fifteen days from the date of passing of the special resolution approving allotment. Provided that where the allotment is pending on account of any such approval of allotment by any regulatory authority including stock exchanges or the Central Government, the allotment shall be completed within a period of 15 days from the date of such approval. 11

12 Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/ or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue: The percentage of the post-preferential preferential issue capital held by the proposed allottee(s) is as under: S.No Name of the Proposed allottee 1 M/s. Swarnim Avenues Private Limited 2 M/s. Enspire Institute of Professional Studies Pvt Ltd category Pre- holding Post holding No of shares % No of shares % Non-Prom Promoter oter 0 0% 11,00, % Non-Promoter 0 0% 18,00, % Undertaking(s): This is to undertake that the price is recomputed in terms of the provision of the SEBI (ICDR Regulations). If the amount payable upon the re-computation is not paid within the stipulated time as mentioned in the SEBI (ICDR Regulations), the specified securities shall continue to be locked in till such amount is paid by the allottees. Lock in: The Equity Shares shall be locked in for such period as may be specified under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, Change in the Control or Composition of the Board: There will neither be any change in the composition of the Board nor any change in the Control of the Company on account of the proposed preferential allotment. However, there will be corresponding changes in the shareholding pattern as well as voting rights consequent to preferential allotment. Auditors Certificate: It is proposed to obtain a certificate from M/s. P Murali & Co., Statutory Auditors of the Company, certifying that the issue of Equity Shares is being made in accordance with the SEBI (ICDR Regulations). A copy of the Memorandum and Articles of Association of the Company will be available for inspection at the registered office of the Company on any working day between 11:00 a.m. and 1:00 p.m., and will also be available for inspection at the Annual General Meeting. The Board recommends the above mentioned resolution to be passed as a Special Resolution. None of the other Directors of the Company, nor the Key Managerial Personnel of the Company nor their respective relatives are in any way concerned or interested, financially or otherwise in this Resolution. 12

13 ADDITIONAL DITIONAL INFORMATION As required under the Listing Agreement, the particulars of Directors who are proposed to be appointed/reappointed are given below: BRIEF PROFILE OF THE DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE AGM: Mr. G N Sharma Name of the Director Mr. GN Sharma Date of Birth / Age 06/03/1979 Expertise in Specific functional areas Having rich experience in business. List of Companies in which Directorships 16 held as on

14 BLUE CLOUD SOFTECH SOLUTIONS LIMTIED DIRECTORS' REPORT Dear Members, Yours Director hereby present the 25 th Annual Report of the Company for the financial year ended 31st March OPERATIONS & FINANCIAL PERFORMANCE OF THE COMPANY Detailed information on the development of the Company s activities and the total revenue of the Company for the financial year ended 31 st March, 2016 is mentioned in its financial statements attached to this Annual Report. DIVIDEND The Directors regret their inability to recommend dividend for the year under review due to insufficient profit. BUSINESS RISK MANAGEMENT The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. The threats to the segments in which the company operates are volatility in Exchange rate. DEPOSITS The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS During the year under review, the company has not given any loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, except the remuneration to managerial personnel, there is no other related party transactions to be disclosed. 1

15 LISTING OF SCRIP OF THE COMPANY Board of the company is hereby inform you that the company has applied for the listing at Calcutta Stock Exchange (CSE) and is pleased to inform you that CSE had grant permission for Listing on 6 th April Also, the company had also applied for Listing status on BSE Ltd and company had got In-principle Approval from BSE for Listing on 23 rd November 2015, Subsequently, on the Company had got Trading approval from BSE on 29 th January LOCK OCK-IN OF SHARES Pursuant to the Listing Approval letter from BSE, the company had complied with the Lock-in conditions stipulated by the BSE and entire Promoter holding of the company is under locked-in as required by BSE TRIPARTITE AGREEMENT WITH NSDL, CDSL & RTA Your company had renewed the Tripartite Agreement with NSDL, CDSL & RTA (Aarthi Consultants Private Limited) for demat & Share Transfer related services E-VOTIN VOTING SERVICES Your Company is pleased to provide the facility to Members to exercise their right to vote by electronic means and had opt for e-voting through CDSL platform. CHANGE OF OBJECTS & NAME OF THE COMPANY Change of Objects of the Company The Board of Directors of the Company in their meetings held on 21st September 2015 & 15th October 2015 had consented to change the Business activities of the Company from the existing Aquaculture and other related activities to develop, export and import of all types of computer software and hardware and its related activities viz., to carry on the business of Designing, Developing, Computer Software and to Market in India or Abroad and to provide Data Processing Services of all kinds including Computer Consultancy, Systems Analysis, Programming and Computer Maintenance in India or Abroad. To undertake and execute any contract involving Computerized Information Systems, Feasibility Studies, Turnkey Projects, know how, Research and Development, Training, Systems Development, Software and Hardware Development, Market, Research, Surveying and survey Data Analysis, Reorganization of Management, Financial Management, Operations Research and Real Time Applications, Time Sharing Business Applications, Industrial Engineering Applications, Process and Process Control. 15

16 Change of Name of the Company Since the Company wants to diversify its activities from the exiting Aquaculture to Software Technologies and its related activities, and to reflect the name in the Objects of the Company, Directors are planning to change the name of the Company To reflect the changed business activities in the name of the Company, the Directors had proposed to change the name of the Company from ADITHYA AQUACULTURE LIMITED to BLUE CLOUD SOFTECH SOLUTIONS LIMITED. Subsequently, the company had accorded the approval of the Members of the company through Postal Ballot, and the result of the same was declared on 20 th November Registrar of Companies, Hyderabad had given its approval and certificate of change of name was issued and the same is effected from 19 th December Also, all the regulatory authorities including SEBI were intimated the same and BSE, CDSL & NSDL were also intimated the change of Name of the Company SUB-DIVISION OF SHARES With a view to enhancing the investor base of the company by encouraging the participation of the small investors and also to increase the liquidity of the equity shares of the Company, the Board of Directors at its meeting held on 11 th February 2016 has approved to sub-divide the nominal value of the equity share capital of the Company from Rs. 10/- per share to Rs. 5/- per share. The same was approved by the Members of the Company in their Extra-Ordinary General Meeting held on 14 th March Accordingly, each paid up equity share of nominal value Rs. 10/- (Rupees Ten Only) each of the Company, existing on the Record Date (April 9 th 2016) stand sub divided into 2 (Two) Equity Shares of Nominal Value of Rs. 5/- (Rupees Five only) each. Earlier, before the sub-division, the Authorised Share Capital of the Company was Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 (One Crore Twenty Lakhs only) Equity Shares of Rs. 10/- (Rupee Ten) each and the issued, subscribed and paid up capital of the Company was Rs. 10,50,04,000/- divided into 1,05,00,400 (One Crore Five lakhs four hundred) equity shares of Rs.10/- each. Subsequent to this sub-division, the capital of the Company was altered as follows: The Authorised Share Capital of the Company is Rs.12,00,00,000/- (Rupees Twelve Crores only) divided into 2,40,00,000 (Two crore Forty Lakhs Only) Equity Shares of Rs.5/- (Rupees Five Only) each. The paid-up capital of the company is Rs. 10,50,04,000/- (Rupees Ten Crores Fifty Lakhs Four Thousand only) divided into 2,10,00,800 (Two crore Ten Lakhs Eight Hundred Only) Equity Shares of Rs.5/- (Rupees Five Only) each. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCAITION OF THE COMAPNY Pursuant to Postal Ballot, result of which was declared on 20 th November 2015, the Company had accorded the approval of Members of the Company, and replaced the business objects of the company, deleted the other object clause, and inserted the clauses of Articles of Association to comply with the provisions of Companies Act

17 Also, the Company had also accorded the approval of the Members of the Company to give effect to the subdivision of the Equity Share capital of the Company as follows: The Authorised Share Capital of the Company is Rs.12,00,00,000/- (Rupees Twelve Crores only) divided into 2,40,00,000 (Two crore Forty Lakhs Only) Equity Shares of Rs.5/- (Rupees Five Only) each. In both the above cases, the company had accorded the required approvals and effected the same by alteration of the Memorandum and Articles of Association of the Company. APPOINTMENT AND RESIGNATION OF DIRECTOR(S) Mr. PVVS Prasad, Independent Director of the Company has resigned from the office of Director w.e.f. 12 th July 2016 and Mr. G N Sharma was appointed as an Additional Director in the Board Meeting held on 12 th July 2016 and he holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 ( Act ) and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company, and is proposed to be appointed a Director of the Company. Mr. G N Sharma, Director of the Company, has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013, is proposed to be appointed as an Independent Director of the Company, whose term shall not be subject to retirement by rotation, to hold office for a term up to September 30, APPOINTMENT OF MANAGING DIRECTOR The Board in its meeting held on 11 th August 2015, had consented for appointment of Mr. B Ravi, Managing Director for a period of three years and subsequently the same was ratified in the Annual General Meeting held on 30 th September EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith elsewhere in the Annual Report. DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES As on 31 st March 2016, there were no Equity Shares of Shareholders were lying in the Escrow Account due to non-availability of the correct particulars. CORPORATE GOVERNANCE Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per the provision of SEBI (LODR) Regulations A separate section on Corporate Governance together with a certificate from the Statutory Auditor s confirming compliance is set out in the Annexure forming part of this report. 17

18 MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report. ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013 (a) Conservation of Energy: The Company is monitoring the consumption of energy and is identifying measures for conservation of energy. (i) the steps taken by the company for utilising alternate sources of energy -Nil (ii) the capital investment on energy conservation equipments - Nil (b) (i) Technology Absorption, adaptation and innovation:- manufacturing the products of the Company. Indigenous Technology is involved for the (ii) Research and Development (R & D): No research and Development has been carried out. (c) Foreign exchange earnings: As per the notes to accounts (d) Foreign exchange out go: As per the notes to accounts PARTICULARS OF EMPLOYEES The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 STATUTORY AUDITORS M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder. Accordingly the statutory auditor of the Company was reappointed from the conclusion of the previous AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs. BOARD AND COMMITTEES PERFORMANCE EVALUATION Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has carried out an annual performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD MEETINGS: 18

19 The Board met 13 times during the financial year The dates on which the above Board meetings were held are as follows; 30th May 2015, 11th August 2015, 14th August 2015, 27th August 2015, 1st September 2015, 21st September 2015, 15th October 2015, 5th November 2015, 20th November 2015, 24th December 2015, 20th January th Feb 2016, 26th March 2016, DIRECTORS RESPONSIBILITY ILITY STATEMENT Pursuant to the requirement under Section 134(3)(c)of the Companies Act, 2013, with respect to Directors responsibilities Statement it is hereby confirmed: a. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ; b. That 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 at the end of the financial year ended 31st March, 2016 and of the profit and loss of the company for that period; c. That the directors have 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. That the directors have prepared the annual accounts on a going concern basis. e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. POLICIES Material Subsidiary During the year ended March 31, 2016, the Company does not have any material listed/unlisted subsidiary companies as defined in the Companies Act 2013 & SEBI (LODR) Regulations The policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company. Vigil Mechanism The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mrs. G Mani, Chairman of Audit Committee through or by correspondence through post. 19

20 Familiarisation programme for Independent Directors Pursuant to the provisions of SEBI ( LODR) Regulations 2015, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc through various initiatives. Key Managerial agerial Personnel The company is in the process of appointing the Key Managerial Personnel of the Company in accordance with the Section 203 of the Companies Act, Related Party Transaction Policy on dealing with Related Party Transactions is approved by the Board There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons (except remuneration) which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the Board. None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company. Internal Financial Controls The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is obtained by the company and forms part of this Annual report. Disclosures pursuant to The Companies (Appointment and Remuneration eration of Managerial Personnel) Rules, The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Board s Report. 2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the Board s Report. Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report. Significant and Material Orders Passed by the Regulators or Courts There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

21 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy. Personnel The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees. Acknowledgements Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company. For and On Behalf of the Board BLUE CLOUD SOFTECH SOLUTIONS LIMITED., Place: Hyderabad Sd/- Sd/- Date : Managing Director Director 21