BLUE PEARL TEXSPIN LIMITED

(Formerly known as "E-Wha Foam India Limited")

The Directors take pleasure in presenting their 22nd Annual Report of the Company along with the Audited Financial Statements, for the period ended 31st March, 2014.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

                                                     (Amt in Rs.)
PARTICULARS                                  PERIOD/YEAR ENDED
                                       31.03.2014         30.06.2013

Total Revenue                           23,90,664        1,25,24,838

Total expenses                          23,69,708        1,24,63,785

Profit/(Loss) before tax                   20,956             61,053

Profit/(Loss) after tax                    14,479             61,053

Balance carried to Balance Sheet (5,21,32,671) (5,21,42,506)

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 31st March, 2014, the profit after tax of the Company amounting to Rs. 14,479.

3. SCHEME OF AMALGAMATION OF COMPANY AND BLUE PEARL LIFESTYLE PRIVATE LIMITED:

The Board approved Scheme of Amalgamation during the period, pursuant to Section 391 to 395 read with section 100 to 105 and other applicable provisions, if any of the Companies Act, 1956 (or any amendment thereof). The Company has submitted the application to the BSE for seeking approval. However requisite approval not received. Hence Company has not proceeded further to file the application in High Court, Bombay.

4. CHANGE OF REGISTERED OFFICE OF THE COMPANY:

During the period, the registered office of the company has changed from C-1, Everest Building, 01st Floor, Dattapada Road, Opp. BMC School, Borivali East, Mumbai- 400066, Maharashtra to 32, Vyapar Bhavan, 49, P.D. Mello Road, Mumbai- 400009, Maharashtra w.e.f 1st March, 2014.

5. EXTENSION OF FINANCIAL YEAR:

The previous accounting period of the Company was for 15 months after extension of the financial year ending 31st March, 2013 for a period of 3 months. Hence due to change in previous accounting period, the present accounting period is for 9 months, i.e from 1st July, 2013 to 31st March, 2014.

6. DELISTING FROM AHMEDABAD STOCK EXCHANGE (ASE):.

The Board of Directors of the Company has unanimously passed resolution for De-Listing of the securities from Ahmedabad Stock Exchange (ASE).

The Company has submitted an application for voluntary Delisting of equity shares under Clause 6(a) of SEBI (Delisting of equity shares) regulation, 2009 to the Ahmedabad Stock Exchange (ASE). However as on date of this report, the approval has not received.

7. DIVIDEND:

In view of the earlier year losses and negative net worth for the period under review, your Directors regret their inability to recommend any dividend as such.

8. 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.

9. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217 of the Companies Act, 1956, read with the Companies(Particulars of Employees) Amendment Rules, 1999 as amended up to date, there was no employee during the whole or part of the period who were in receipt of remuneration in excess of limits as mentioned in the section and hence no details are given as such.

10. DIRECTORS:

During the period ended 31st March 2014 Mr. Om prakash madhogarhia (DIN- 05330865) has been appointed w.e.f. 07th February, 2014 and Mr. Ganeshbhai Sahebraobhai Sengadani ( DIN- 06647090) w.e.f. 14th November, 2013 as an additional Directors of the Company.

Mr. Nijal Navinchandra Shah (DIN- 05184993) resigned from the directorship of the Company w.e.f. 7th February, 2014, Mr. Narendra C Solanki (DIN- 03491896) w.e.f. 22nd January, 2014, Mr. Mukesh C Sampat (DIN- 03479845) w.e.f. 14th November, 2013, Mr. Priyesh Prakash Pethe (DIN- 05170880) w.e.f. 14th November, 2013.

Mr. Arun Kumar Sharma redesignated as the Executive Director of the Company w.e.f 14th November, 2013 and Mr. Shankar Pandare redesignated as Non Executive Director of the Company w.e.f 22nd January, 2014.

11. SUBSIDIARIES:

The Company does not have any subsidiaries; hence the particulars as required under Section 212 of the Companies Act, 1956 are not required to be given.

12. DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors' confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. 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 period and of the Profit or Loss of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the Annual accounts on a going concern basis.

13. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:

Since the Company is not a manufacturing unit provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption is not applicable.

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review, there were no Foreign Exchange Earnings and Outgo.

15. AUDITORS:

C.P. Jaria & Co., Chartered Accountants, Firm Registration No. 104058W, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and are eligiblefor re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed there under, it is proposed to re-appoint C.P. Jaria & Co., Chartered Accountants, as statutory auditor of the company from conclusion of the forthcoming AGM till the conclusion of the Twenty- Sixth annual general meeting to be held in the year 2018, subject to ratification of their appointment at every AGM.

16. AUDITORS REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such. Further the Auditors' Report to the Shareholders does not contain any adverse remarks or qualification.

17. COMMITTEES OF THE BOARD:

Board has constituted Committees pursuant to provisions of Companies Act, 2013 and Listing Agreement with Stock Exchanges.

Following Committees are constituted by the Board: Audit Committee, Shareholders / Investors Grievance Committee and Remuneration Committee.

The composition and other details with respect to Committees are detailed in the Corporate Governance Report which forms part of this Annual Report.

18. CEO/CFO CERTIFICATION:

Certificate of CEO/CFO of the Company on Financial Statements, Cash Flow Statement for the period ended 31st March, 2014 and CertificateofCEO forcompliance with Code of Conduct by Board members and Senior Management personnel on Annual basis are enclosed herewith.

19. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the period under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of this Annual Report.

20. CORPORATE GOVERNANCE REPORT:

Report on Corporate Governance of the Company for the period under review, as per the requirements of Clause 49 of the Listing Agreement have been given under a separate section and forms part of this Annual Report.

21. LISTING FEES:

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

22. ELECTRONIC FILING:

The Company periodically uploads Annual Reports, Financial Results, Shareholding Pattern, CorporateGovernance Reports etc. on its website viz. www.bluepearltexspin.com within the prescribed time limit.

23. 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 31st March, 2014.

                               By Order of the Board of Directors
                                       Blue Pearl Texspin Limited
                   (Formerly known as "E-Wha Foam India Limited")

Date : 13th August, 2014                   Shankar R. Pandare
Place :Mumbai                                    Chairman