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 |
+91-9892691696
