DIRECTOR'S REPORT TO, THE MEMBERS, Your Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2. Dividend No dividend is recommended. 3. Reserves No amount has been transferred to the reserves. 4. Change in the nature of business, if any There was no change in the business activity of the company during the financial year. 5. Deposits There were no deposits with the company and no new deposits were accepted by the company during the financial year ended 31st March, 2015. 6. Statutory Auditors M/s. Kantilal Patel & Company, Chartered Accountants, Ahmedabad are reappointed auditors at this Annual General Meeting, until the conclusion of next Annual General meeting having Firm Registration Number 104744W issued by the Institute of Chartered Accountants of India on a remuneration to be fixed by the Board of Directors of the company, based on the recommendation of the Audit Committee, in addition to reimbursement of all out of pocket expenses in connection with the audit of the accounts of the company. 7. Auditors' Report As regards auditors comments of their report, your directors request you to refer to notes to the accounts which are self explanatory. 8. Extract of the annual return The extract of the annual return in Form No. MGT - 9 is attached with the Board Report. 9. Conservation of energy, technology absorption and foreign exchange earnings and outgo In view of the nature of activities carried on by the company, the requirements for disclosure in respect of Conservation of Energy ,Technology Absorbtion,in terms of section 134(3)(m) of the Companies Act,2013 read with the rule 8 of the Companies(Accounts ) Rules,2014 is not applicable to the company. However the company takes all possible efforts towards energy conversation. The requirement for the disclosure with regard to technology absorbtion does not apply to the Company as the activity in which the Company operates does not require any technology. Foreign exchange earnings and Outgo: There was No inflow outflow of Foreign Exchange during the year ended 31st March, 2015. 10. Corporate Social Responsibility (CSR) The Corporate Social Responsibility is not applicable to the company and hence no such CSR fund is created. 11. Directors: A) Changes in Directors and Key Managerial Personnel Shri Sanjiv D. Shah is Director of the Company who retires by rotation at this annual general meeting, and being eligible, offers himself for reappointment is appointed as director of the company. Smt Krina S. Shah was appointed as the women director of the company on 12th August, 2014. Shri Jose R. Daniel was appointed as the Chief Executive officer of the company on 30th May,2014. Shri Dhaval Pankajbhai Sheth was appointed as the Chief Financial officer of the company on 30th May,2014. The details about the changes in the directors or key managerial personnel by way of appointment, re -designation, resignation, death or disqualification, variation made or withdrawn etc. In the case of a public company, the name of the director who is/are liable to retire by rotation and also whether he/they offers/offer for reappointment. B) Independent Director(s) and re- appointment, if any An independent director shall hold office for a term up to five consecutive years on the Board of a Company. 12. Number of meetings of the Board of Directors The following Board of Directors meetings held during the year. 1. 30th May, 2014 2. 12th August, 2014 3. 14th November, 2014 4. 13th February, 2015 13. Audit Committee The Audit Committee Consist of 3 Directors. 1. Jigar Shah 2. Rajesh Shah 3. Yogesh Shah 14. Details of establishment of vigil mechanism for directors and employees During the year, your directors have constituted whistle Blower Policy / Vigil Mechanism Policy for the Company to report to the management instances of unethical Behavior, actual and suspected, fraud or violation of the Companies code of conduct of the Company as per the Provisions of Section 177(9) of Companies Act, 2013.The detail Policy can be accessed to the website of the Company www.sanbluecorporation.com 15. Nomination and Remuneration Committee The Company has formed Remuneration and Nomination Committee. 16. Particulars of loans, guarantees or investments under section 186: Loans, Guarantees and Investments covered under section 186 of the Companies Act,2013 forms part of the notes to the Financial statements provided in this Annual Report. 17. Particulars of contracts or arrangements with related parties: The Company had not entered into any contract/Arrangements/transactions with Related Party which could be considered material in accordance with the Policy of the Company on materiality of related Party Transactions. The Details with respect to Related Party Transactions have been mentioned in Note No 21.2 of Balance-Sheet. All transactions entered into with related parties during the year were in ordinary course of Business and on an Arm's length basis. 18. Managerial Remuneration: No Remuneration was given to any managerial Person during the Financial Year. 19. Secretarial Audit Report The Company has obtained the Secretarial Audit Report for the Financial year 31st March, 2015 under section 204 of the Companies act, 2013 from Mukesh H. Shah & Co, Practicing Company Secretary. The report is self explanatory. 20. Corporate Governance Certificate The Compliance certificate from the auditors with regard to compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report. 21. Risk management policy A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. 22. Obligation of the Company under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act,2013. During the year the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has not received any complaint of harassment. 23. Subsidiary and Associate Company The Company does not have any Subsidiary and Associate Company. 24. ESOP The Company has not Offered any Equity Shares to the Employees under the Employees Stock Option Scheme during the financial year 31st March, 2015. 25 . Directors' Responsibility Statement The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 and of the profit and loss of the company for that period; (c) the directors had 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) the directors had prepared the annual accounts on a going concern basis; (e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (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. 26. Acknowledgments Your Directors would like to express their Sincere Appreciation of the Co-operation and assistance received from Shareholders, Bankers, regulatory Bodies, and other Business constituents during the year under the review. Your Directors also wish to place on order their deep sense of appreciation for the commitment displayed by all executives, officers, and staffs, resulting in successful performance of the Company during the year. ON BEHALF OF THE BOARD OF DIRECTORS FOR SANBLUE CORPORATION LIMITED Jose Daniel (Managing Director) DIN NO : 03532474 Place: Ahmedabad Date: 14th August, 2015 |