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. () - Director Report
Company director report
Your Directors have pleasure in submitting this 24th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2017.
1. FINANCIAL RESULTS :
(Rs. In Lacs)
2. REVIEW OF BUSINESS OPERATIONS
The operating Revenue of the Company during the year has decreased from Rs. 328.09 Lacsto Rs. 173.71 Lacs. The Profit After Tax (PAT) has Rs 2.80 Lacs for the year under reviewas compared to Rs 226.76 Lacs for the previous year.
During the period under review your directors do not recommend any dividend for thecurrent financial year.
The Company has not transferred any amount to the Reserve during the year under review.
5. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year Company has not provided any Loan or Guarantee under section 186 of theCompanies Act 2013. However Company has made investments. The particulars investmentshave been disclosed in the financial statements of the Company.
6. CORPORATE GOVERNANCE
As per the New (Listing Obligations and Disclosure Requirements) Regulations 2015notified 2nd September 2015 issued by Securities and Exchange Board of India videcircular no. SEBI/LAD- NRO/GN/2015-16/013. Corporate Governance is not applicable to theCompany as Company has not attained the prescribed limit as mentioned hereunder:
As per the Regulation 15 (Listing Obligations And Disclosure Requirements) Regulations2015 applicability of Corporate Governance shall not be mandatory for companies havingpaid up equity share capital not exceeding rupees ten crore and net worth not exceedingrupees twenty five crore as on the last day of the previous financial year.
7. RELATED PARTY TRANSACTIONS
Related party transactions that were entered into during the financial year were onarm's length basis and were in ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have potentialconflict with the interest of the Company.
There are no material related party transactions which are not in ordinary course ofbusiness or which are not on arm's length basis and hence there is no information to beprovided as required under Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014.
The Board has approved a policy for related party transactions which has been uploadedon the Company's website www.sanbluecorporation.com/policies.html
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
9. INTERNAL FINANCE CONTROL SYSTEM
The Company has an adequate system of internal control procedures which is commensuratewith the size and nature of business. The internal control systems of the Company aremonitored and evaluated by internal auditors and their audit reports are periodicallyreviewed by the Audit Committee of the Board of Directors. The observations and commentsof the Audit Committee are also generally placed before the Board.
The Company has neither accepted nor renewed any deposits during the year under review.
11. CORPORATE SOCIALRESPONSIBILITY (CSR) INITIATIVES
During the year under review the Company has not developed and implemented anyCorporate Social Responsibility initiatives as the said provisions are not applicable.
12. SHARE CAPITAL
During the year under review there were no changes in the share capital of theCompany.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Krina Shah (DIN: 01798704) retires by rotation and being eligible has offeredherself for reappointment.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability confirm and state that -
i. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
ii. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the company for that period;
iii. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the annual accounts on a going concern' basis;
v. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
15. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given declaration to the Company stating theirindependence pursuant to Section 149(6) of the Companies Act 2013.
16. PERFORMANCE OF EVALUATION
Pursuant to the provisions of the Companies Act2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of the Directors individually as well as evaluation of the workingof the Board by way of individual feedback from directors.
The evaluation frameworks were the following key areas:
(a) For Non Executive & Independent Directors :
Duties Role and functions
(b) For Executive Directors:
Performance as Member/Team Leader
Evaluating Business Opportunity and analysis of Risk Reward Scenarios
Key set Goals
Professional conduct and integrity
Sharing of information with Board.
Adhearance applicable government law
The Directors expressed their satisfaction with the evaluation process.
17. STATUTORY AUDITORS
M/s. Kantilal Patel & Co. Chartered Accountants Ahmedabad (FRN: 104744W)Statutory Auditors of the Company will be retiring at the conclusion of the ensuing AnnualGeneral Meeting. The Audit Committee and Board of Directors of the Company respectively attheir meeting held on 30th May 2017 proposed subject to approval of the shareholdersthe reappointment of M/s. Kantilal Patel & Co. as a Statutory Auditors of the Companyto hold office from the conclusion of ensuing Annual General Meeting up to the conclusionof next Annual General Meeting of the Company. The Auditor's Report is enclosed with thefinancial statements in this Annual Report.
The Auditor's Report for financial year 2016-17 does not contain any qualificationreservation or adverse remark.
18. SECRETARIAL AUDITOR
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 hasreappointed Mr. Sanjay Dayalji Kukadia Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as"Annexure A".
The Secretarial Audit Report for financial year 2016-17 does not contain anyqualification reservation or adverse remark.
19. INTERNAL AUDITOR
The Board of Directors has appointed M/s Rakesh J. Shukla & Associates CharteredAccountants as Internal Auditors of the Company. The Company has in place a mechanism toidentifyassess monitor and mitigate various risk to key business objectives.
20. AUDIT COMMITTEE
The Audit Committee comprises of Mr. Jigar shah Mr. Yogesh Shah and Mr. Rajesh Shah.Mr. Jigar Shah is a Chairman of the Audit Committee. All the Directors in the AuditCommittee are Non-Executive Independent Directors.
The Committee inter alia reviews the Internal Control Systems Scope of Internal Auditand Compliance of various regulations. The Committee also reviewed at length thefinancial statements and approved the same before they were placed before the Board ofDirectors.The Committee also review demonitisation effect and disclosure of SBN.
21. VIGIL MECHANISM
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a VigilMechanism or Whistle Blower Policy for directors employees and other stakeholders toreport genuine concerns has been established. The same is also uploaded on the website ofthe Company i.e. www.sanbluecorporation.com .
22. LISTING OF SHARES
The Equity Shares of the Company are listed on BSE Limited (BSE) with scrip code number521222. The Company confirms that the annual listing fees to the BSE Limited has paid.
23. REMUNERATION POLICY
The Remuneration Committee comprises of Mr. Jose Daniel (Executive and Non IndependentDirector) Mr. Jigar Shah (Independent Non-Executive Director) and Mr. Rajesh Shah(Independent Non-Executive Director) is a Chairman of the Remuneration Committee.
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in "Annexure B" and is attached to this report.
24. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE :
The Shareholders/Investor's Grievance Committee comprises of Mr. Jose Daniel (Executiveand Non Independent Director) Mr. Jigar Shah (Independent Non-Executive Director) and Mr.Rajesh Shah (Independent Non-Executive Director) is a Chairman of theShareholders/Investor's Grievance Committee.
25. EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".
26. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE
Since the Company does not have any Subsidiary / Joint Ventures / Associate ConcernsNo financial position of such concern(s) are required to be included in the financialstatement.
27. BOARD MEETINGS
The Board of Directors met 4 (Four) times during the year. The details of the meetingare as below:
28. SIGNIFICANT AND MATERIAL ORDERS
There are no material orders passed by Regulators Courts or Tribunals impacting thegoing concern status and company's operations in future.
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
During the year under review there are no manufacturing activities undertaken by theCompany in view of the aforesaid fact there was no scope for your Company to make anyefforts for energy conservation research and development and technology absorption. Hencethe particulars required to be furnished in respect of the same are not given.
Foreign Exchange Earnings: NIL Foreign Exchange Outgoes: NIL
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion & Analysis report form part of this annual report is annexedherewith as "Annexure-DM.
31. SHARE TRANSFER AGENT(R&TA)
The details of Registrar & Share Transfer Agent is as below:
Bigshares Services Private Limited
Address : A/802 Samudra complex Near Klassic Gold Girish cold drink
C.G Road AhmedabadGujrat - 380009.
Tel. No : 91-79-40024135 Email: firstname.lastname@example.orgWebsite : www.bigshareonline.com
32. PARTICULARS OF EMPLOYEE
The information required under section 197 of the Act read with rule 5(1) of theCompanies Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenAnnexure- E.
33. RISK MANAGEMENT
The Board of the Company has formed a risk management policy for oversight in the areaof financial risks and controls.
The directors thank the Company's employees customers vendors and investors for theircontinuous support. The directors are also thankful to the concerned governmentdepartments / agencies for their cooperation. The directors appreciate and value thecontributions made by every member in the Company.
For and on behalf of the Board Sanblue Corporation Limited
Date : 14/08/2017 Chairman & Managing Director
Place : Ahmedabad DIN: 03532474