Bluechip Stockspin Ltd Directors Report.

To, The Members Bluechip Stockspin Limited.

Your Directors have pleasure in presenting the 23rd Annual Report together with the audited statement of accounts for the period ended on 31st March, 2017.

State of Affairs of the company

(Amount in INR)

Particulars 2016-2017 2015-2016
1. Revenue from Operations Nil Nil
2. Other Income 2,24,623 21,54,284
2. Total Expenditure 7,72,296 19,93,435
3. Profit / (Loss) before Tax (5,47,673) 1,60,849
4. Provision for Tax Nil 49,702
5. Profit / (Loss) after Tax (5,47,673) 1,11,147

Review of Performance

During the year company has not carried out any business activities.

Changes to Share Capital

At present the Authorized Share Capital of the Company stands at Rs. 5,50,00,000 and the paid up capital stand at Rs. 5,05,05,000. There has been no change in the share capital during the period ended 31st March, 2017.

Particulars of Loans, Guarantees and Investments

During the year ended 31st March, 2017, company has not given any Loans, Guarantees and/or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

Contracts and Arrangements with Related Parties

During the year ended 31st March, 2017, company has not entered into any Contracts and/or arrangements with related parties covered under section 188 of the Companies Act, 2013.

Dividend

In the absence of profit, your directors are unable to declare any dividend for the period 2016-2017.

Fixed Deposits

Your Company has not accepted any fixed deposits from the public and the provisions of Section 73 of the Companies Act, 2013 are not applicable.

Number of Meetings of the Board

The Board met Six times during the financial year on 30/05/2016, 26/07/2016, 11/08/2016, 11/11/2016, 14/02/2017 and 31/03/2017. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Disclosures Under Section 134(3)(l) of the Companies Act, 2013

There were no any material changes and commitments occurred between the end of the period of the Company and date of this report, which can affect the financial position of the Company.

Directors

Mr. Karan Shah and Mrs. Darshi Shah were appointed as Non-Executive Promoter Additional Directors of the Company with effect from 26th July, 2016. Mr. Jignesh Shah resigned from the post of Managing Director and Director of the company with effect from 11th August, 2016 and Mr. Ashit Vora resigned from the post of Director of the company with effect from 11th August, 2016.

At the last Annual General Meeting held on 24th September, 2016, the members:

(1) Appointed Mr. Karan Shah as Executive Promoter Managing Director of the Company for five years with effect from 1st October, 2016. (2) Mrs. Darshi Shah as Non-Executive Promoter Director of the Company.

The details of directors seeking appointment/re-appointment at the ensuing Annual General Meeting will be provided in the Notice calling the said Annual General Meeting.

The Company has received declarations from all the independent directors confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of section 149 of Companies Act, 2013.

Change in Key Managerial Personnel:

Mr. Jignesh Shah resigned from the post of Managing Director and Director of the company with effect from 11th August, 2016. Mr. Karan P. Shah was appointed as Managing Director of the Company by shareholders of the company in the last annual general meeting of the company for a period of five years w.e.f. October 1, 2016. Mr. Gautam Virhadiya Continues to be the Company Secretary of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed. A structured questionnaire each, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the input received from the Directors, covering various aspects of the Board’s functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc.

A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority Shareholders, etc. The performance evaluation of the independent Directors was carried

23rd Annual Report 2016-17 7 out by the entire Board. The performance evaluation of the Chairman and non independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the period ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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, 2017 and of the profit of the Company for the period ended on that date;

c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared 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) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Code of Conduct

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. Board Members and Senior Management Personnel have affirmed Compliance with the Code for the period 2016-17. A separate declaration to this effect forms part of this Annual Report.

The Company has adopted code of practices and procedures for fair disclosures of unpublished price sensitive in information and code of conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Details of Subsidiary / Joint Ventures / Associates

Company has not any subsidiary company / Joint Ventures / Associates.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013, read with the Rule, 8 (3) of the Companies (Accounts) Rules, 2014, are given in the "Annexure-A" attached hereto and forms part of this Report.

Statutory Auditors

As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Vishves A. Shah & Co., Chartered Accountants, were eligible to be appointed as Auditors for a period of three more years at the time of Commencement of the Companies Act, 2013 and were accordingly appointed by the Members in the 20th Annual General Meeting of the Company held on 29.09.2014 for a period of three more years, that is, until the conclusion of the 23rd Annual General Meeting of the Company. Accordingly the Statutory Auditors of the Company, M/s. Vishves A. Shah & Co., Chartered Accountants hold office till the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors has identified and recommended the appointment of M/s Gopal C. Shah & Co, Chartered Accountants (Firm Registration No. 103296W), as the Statutory Auditor of the Company for a term of 5 years (subject to ratification by members at every Annual General Meeting if required under the prevailing law at that time), to hold office from the conclusion of the 23rd Annual General Meeting until the conclusion of the 28th Annual General Meeting of the Company.

M/s Gopal C. Shah & Co, Chartered Accountants, have expressed their willingness to be appointed as Statutory Auditors of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. Accordingly, their appointment as Statutory Auditors of the Company from the conclusion of the 23rd Annual General Meeting until the conclusion of the 28th Annual General Meeting of the Company, is placed for your approval.

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 Company has appointed M/s Shah & Santoki Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

Listing

The shares of the Company are listed on Bombay Stock Exchange Limited (BSE), Vadodara Stock Exchange and Ahmedabad Stock Exchange (ASE).

Corporate Governance

As per Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V is not applicable to our company as the paid up equity share capital of our company is less than rupees ten crore and also net worth of our company is less than rupees twenty five crore, as on the last day of the previous financial year.

Management Discussion & Analysis

A separate section Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

Particulars of the employees

In terms of provisions of Section 197 read with Rule, 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are receiving remuneration as mentioned in the said section.

The information required pursuant to Section 197 read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as per "Annexure C".

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 are annexed herewith as "Annexure D".

Nomination and Remuneration Committee:

Nomination and Remuneration Committee comprises of three members who are Independent Directors. Chairman of the Committee is Independent Director. 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 Company’s Remuneration Policy is attached as "Annexure-E"and forms a part of this Report.

Risk Management Policy

The Company has developed and implemented Risk Management Policy. In the opinion of the Board, there is no any risk which may threaten the existence of the company.

Policy on Prevention of Sexual Harassment

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaints under the policy.

Corporate Social Responsibility

Company was not required to formulate policy on Corporate Social Responsibility as your company is not falling with the provisions of Section 135 of Companies Act, 2013.

Vigil Mechanism / Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

Explanation to the Qualifications in Auditor’s Report and Secretarial Audit Report

There are no qualifications or adverse remarks in the Auditor’s Report. Explanation on qualification adverse remark made in Secretarial Audit Report is as under.

Qualification/ Adverse Remark Explanation
As per Section-203(4) of Companies Act, 2013, If the office of any whole-time key managerial personnel is vacated, the resulting vacancy shall be filled-up by the Board at a meeting of the Board within a period of six months from the date of such vacancy. Mr. Kunal Bajaj, Chief Financial Officer of the company resigned / vacated his office w.e.f. 31st August, 2015. However, company has not filed up vacancy of the Chief Financial Officer till end of the financial year i.e. till 31st March, 2017. Company was not able to get a fit and proper candidate for the post of Chief Financial Officer at remuneration within the affordable range of the Company. The Company did made sufficient attempts to appoint full time Chief Financial Officer, however, was unable to find / appoint any suitable candidate.
Non Compliances of various clauses Securities and Exchange Board of India (listing obligations and Disclosure requirements) Regulations, 2015 Company has not issued public notice in newspaper about the Meeting of the Board and also regarding publication of financial results in newspaper as per the provisions of Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the company is going through financial crunches due to not carrying of any business activities since past few years. However, Board assures to comply with the same in future. Regarding submission with the Ahmedabad Stock Exchange and Vadodara Stock Exchange, please note that at present, no trading in the equity shares of the company is being done at Ahmedabad Stock Exchange and Vadodara Stock Exchange. Moreover equity shares of the company are listed on nationwide stock exchange i.e. BSE Limited, and as such company has not made any filing with Ahmedabad Stock Exchange and Vadodara Stock Exchange. Company is regularly doing all compliance related filing with BSE Limited. However, Board assures that it will be complied with in future.
As per Regulations 33(1)(d) of Securities and Exchange Board of India (listing obligations and Disclosure requirements) Regulations, 2015, the listed entity shall ensure that the limited review or audit reports submitted to the stock exchange(s) on a quarterly or annual basis are to be given only by an auditor who has subjected himself to the peer review process of Institute of Chartered As informed by M/s Vishves A Shah & Co., they have subjected themselves for the Peer Review Process of Institute of Chartered Accountants of India and process of the Peer Review has already been started but not completed.
Accountants of India and holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. However, we have been informed that M/s Vishves A. Shah & Co, Statutory Auditors of the company, who has issued limited review report and annual audit report during the year under review which has been submitted with the BSE Limited on a quarterly and annual basis, has subjected themselves for the peer review process of Institute of Chartered Accountants of India but they are not holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
As per Regulations 33(1)(d) of Securities and Exchange Board of India (listing obligations and Disclosure requirements) Regulations, 2015, the listed entity shall ensure that hundred percent of shareholding of promoter(s) and promoter group is in dematerialized form and the same is maintained on a continuous basis in the manner as specified by the Board. However Mr. Jignesh Hiralal Shah, one of the promoters of the company was holding 8,30,100 no. of equity shares in physical form as per the Shareholding Pattern of the company for the Quarter ended on 31st March, 2017. Company has already advised Mr. Jignesh Hiralal Shah to dematerialize his shares and he has assured to complete the same at the earliest.

ACKNOWLEDGMENT:

Your company & Directors wish to place on record their appreciation of the assistance and cooperation extended by Investors, Bankers, Customers, Business Associates and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees of the company which has contributed to the growth of the Company.

Place: Ahmedabad For and on behalf of the Board
Date: 30.05.2017 SD/-
Karan P. Shah
Managing Director
DIN : 05343920

Annexure ‘A’ to the Directors’ Report

Conservation of energy, technology absorption and Foreign exchange earnings and outgo [Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014]

(A) CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy : It mainly includes selection and installation of energy efficient equipments and energy saving devices.

(ii) the steps taken by the company for utilising alternate sources of energy : None (iii) the capital investment on energy conservation equipments : Nil (B) TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption : None

(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)-

(a) the details of technology imported : None

(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 : Nil

(C) FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign Exchange Earnings : Rs. Nil

Foreign Exchange Outgoes : Rs. Nil

Place: Ahmedabad For and on behalf of the Board
Date: 30.05.2017 SD/-
Karan P. Shah
Managing Director
DIN : 05343920