Bluechip Stockspin Ltd.
|BSE: 531713||Sector: Financials|
|NSE: N.A.||ISIN Code: INE337F01017|
|BSE 12:17 | 18 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 531713||Sector: Financials|
|NSE: N.A.||ISIN Code: INE337F01017|
|BSE 12:17 | 18 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Bluechip Stockspin Limited.
Your Directors have pleasure in presenting the 22nd Annual Report together with theaudited statement of accounts for the period ended on 31st March 2016
State of Affairs of the company
(Amount in INR)
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. 55000000 andthe paid up capital stand at Rs. 50505000. There has been no change in the sharecapital during the period ended 31st March 2016.
Particulars of Loans Guarantees and Investments
During the year ended 31st March 2016 company has not given any Loans Guaranteesand/or made any Investments covered under the provisions of Section 186 of the CompaniesAct 2013.
Contracts and Arrangements with Related Parties
During the year ended 31st March 2016 company has not entered into any Contractsand/or arrangements with related parties covered under section 188 of the Companies Act2013.
In the absence of profit your directors are unable to declare any dividend for theperiod 2015-2016.
Your Company has not accepted any fixed deposits from the public and the provisions ofSection 73 of the Companies Act 2013 are not applicable.
Number of Meetings of the Board
The Board met Seven times during the financial year on 30/05/2015 14/08/201531/08/2015 09/11/2015 31/12/2015 13/02/2016 and 31/03/2016. The intervening gap betweenany 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 theperiod of the Company and date of this report which can affect the financial position ofthe Company.
At the last Annual General Meeting held on 26th September 2015 the members: (1)Re-appointed Mr. Ashit H. Vora Promoter Director who was retiring by rotation.
(2) Appointed Mrs. Jigisha Bhavin Shah as Non-Executive Independent Director for aperiod of five years. (3) Re-appointed Mr. Jignesh H. Shah as Managing Director for aperiod of three years with effect from 1st October 2015.
The details of directors seeking appointment/re-appointment at the ensuing AnnualGeneral Meeting will be provided in the Notice calling the said Annual General Meeting.
The Company has received declarations from all the independent directors confirmingthat 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 H. Shah was re-appointed as Managing Director of the Company byshareholders of the company in the last annual general meeting of the company for a periodof three years w.e.f. October 1 2015. Mr. Kunal Bajaj ceased as Chief Financial Officerof the company w.e.f. 31st August 2015. Mr. Gautam Virhadiya Continues to be the CompanySecretary of the Company.
Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations the Boardhas carried out the annual performance evaluation of its own performance of the Directorsindividually 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 therelevant factors that are material for evaluating the performance of individual Directorsthe Board and its various Committees were discussed. A structured questionnaire each forevaluation of the Board its various Committees and individual Directors was prepared andrecommended to the Board by the Nomination & Remuneration Committee for doing therequired evaluation after taking into consideration the input received from theDirectors covering various aspects of the Boards functioning such as adequacy ofthe composition of the Board and its Committees execution and performance of specificduties obligations and governance etc.
A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgement safeguarding the interestof the Company and its minority Shareholders etc. The performance evaluation of theindependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and non independent Directors was also carried out by the IndependentDirectors at their separate meeting. The Directors expressed their satisfaction with theevaluation process.
Directors Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the period ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2016 and of the profit of the Company for the period endedon that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 financialcontrols were adequate and were operating effectively;
f) the directors had devised proper systems to ensure compliance with the provisions ofall 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 Managementof the Company. Board Members and Senior Management Personnel have affirmed Compliancewith the Code for the period 2015-16. A separate declaration to this effect forms part ofthis Annual Report.
The Company has adopted code of practices and procedures for fair disclosures ofunpublished price sensitive in information and code of conduct as required underRegulation (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 Tribunalsimpacting the Going Concern status of the Company
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
Conservation of Energy Research and Development Technology Absorption ForeignExchange Earnings and Outgo
Particulars with respect to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act2013 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.
At the Annual General Meeting held on September 29 2014 M/s Vishves A. Shah &Co. Chartered Accountants were appointed as statutory auditors of the Company to holdoffice till the conclusion of the Annual General Meeting to be held in the calendar year2017. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s Vishves A. Shah & Co. CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders. In this regard the Company has received a certificate from the auditors tothe effect that if they are reappointed it would be in accordance with the provisions ofSection 141 of the Companies Act 2013.
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 hasappointed M/s Shah & Santoki Associates Practicing Company Secretaries Ahmedabad toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed herewith as "Annexure B".
The shares of the Company are listed on Bombay Stock Exchange Limited (BSE) VadodaraStock Exchange and Ahmedabad Stock Exchange (ASE).
As per Regulation 15(2) of Securities and Exchange Board of India (Listing ObligationsAnd Disclosure Requirements) Regulations 2015 the compliance with the corporategovernance provisions as specified in regulations 17 18 19 20 2122 23 24 25 2627 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V is not applicable to our company as the paid up equity share capital of ourcompany is less than rupees ten crore and also net worth of our company is less thanrupees 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 thecompany 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 employeesare 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 employeesof 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 annexedherewith as "Annexure D".
Nomination and Remuneration Committee:
Nomination and Remuneration Committee comprises of three members who are IndependentDirectors. Chairman of the Committee is Independent Director. The Board has on therecommendation of the Nomination & Remuneration Committee framed a policy forselection and appointment of Directors Senior Management and their remuneration. TheCompanys Remuneration Policy is attached as "Annexure-E"and forms apart of this Report.
Risk Management Policy
The Company has developed and implemented Risk Management Policy. In the opinion of theBoard 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 Harassmentof Women at workplace. During the year under review the Company has not received anycomplaints under the policy.
Corporate Social Responsibility
Company was not required to formulate policy on Corporate Social Responsibility as yourcompany 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 theBoard of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policyinter-alia provides a direct access to the Chairman of the Audit Committee. Your Companyhereby affirms that no Director/ employee has been denied access to the Chairman of theAudit Committee and that no complaints were received during the year.
Explanation to the Qualifications in Auditors Report and Secretarial Audit Report
There are no qualifications or adverse remarks in the Auditors Report.Explanation on qualification adverse remark made in Secretarial Audit Report is as under.
Your company & Directors wish to place on record their appreciation of theassistance and cooperation extended by Investors Bankers Customers Business Associatesand Government. We are deeply grateful to shareholders for their continued faithconfidence and support to the company. The Directors wishes to place on record itsappreciation of sincere and dedicated work of employees of the company which hascontributed to the growth of the Company.
Annexure A to the Directors Report
Conservation of energy technology absorption and Foreign exchange earnings and outgo [Section134(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 includesselection 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 developmentor import substitution : N.A.
(iii) in case of imported technology (imported during the last three years reckonedfrom 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 reasonsthereof : 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
Form No. MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to Section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
Bluechip Stockspin Limited
I/We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s Bluechip StockspinLimited (hereinafter called the company) for the financial year ended onMarch 31 2016. Secretarial Audit was conducted in a manner that provided me/us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.
We report that
a. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
b. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
c. We have not verified the correctness and appropriateness of the financial statementof the company.
d. The compliance of the provisions of the Corporate and other applicable laws rulesregulation standards is the responsibility of the management. Our examination was limitedto the verification of procedures on test basis.
e. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
Based on my/our verification of the M/s Bluechip Stockspin Limiteds bookspapers minute books forms and returns filed and other records maintained by the companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I/We hereby report that in my/ouropinion the company has during the audit period covering the financial year ended onMarch 31 2016 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
I/we have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2016according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade there under;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee
Stock Purchase Scheme) Guidelines 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents)
Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
(vi) We have relied on the representation made by the Company and its Officers forsystems and mechanism formed by the Company for compliances under other applicable ActsLaws and Regulations to the Company. The list of major head / groups of Acts Laws andRegulations as applicable to the Company is as under.
1. Income-Tax Act 1961 and Indirect Tax Laws;
2. Labour Laws & other incidental laws related to labour and employees appointed bythe Company.
As informed to us by the Management no any other Law is applicable to the company ascompany has not carried out any business activities during the period under review.
We have also examined compliance with the applicable clauses of the followings:-
(i) Secretarial Standards issued by the Institute of Company Secretaries of India. (ii)Listing Agreements entered by the Company with the Stock Exchange.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines etc. mentioned above wherever applicable to the companysubject to the following observations:
(A) Non Compliance of Clauses of The Companies Act 2013 (the Act) and the rules madethere under;
(1) As per Section-203(4) of Companies Act 2013 If the office of any whole-time keymanagerial personnel is vacated the resulting vacancy shall be filled-up by the Board ata 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 August2015. However company has not filed up vacancy of the Chief Financial Officer till end ofthe financial year i.e. till 31st March 2016.
(B) Non Compliance of Clauses of Listing Agreement with Stock Exchanges;
Company has not complied and / or made late submission of the documents as requiredunder various clauses of listing agreement as mentioned under.
(1) Company has not complied with the provisions of Listing Agreements/ Securities AndExchange Board Of India (listing obligations and Disclosure requirements) Regulations2015 regarding issuing of public notice in newspaper about the Meeting of the Board andalso regarding publication of financial results in newspaper.
(2) Company during the year under review has done the filing as required to be doneas per various clauses of Listing Agreement with the BSE Limited only and has not doneany filing with the Ahmedabad Stock Exchange and Vadodara Stock Exchaange. Also companyhas not made payment of Annual Listing Fees to Ahmedabad Stock Exchange and Vadodara StockExchange.
I/we further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
I/we further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I/we further report that during the audit period there were no instances of:
(i) Public / Right / Preferential issue of shares / debentures / sweat equity.
(ii) Redemption / buy-back of securities.
(iii) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013
(iv) Merger / amalgamation / reconstruction etc.
(v) Foreign technical collaborations.
Annexure-C to the Directors Report
Statement pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 in respect of employees of theCompany.