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Sanblue Corporation Ltd.

BSE: 521222 Sector: Others
NSE: N.A. ISIN Code: INE602D01027
BSE LIVE 15:15 | 19 Jun Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.19
PREVIOUS CLOSE 4.41
VOLUME 525
52-Week high 6.72
52-Week low 3.46
P/E
Mkt Cap.(Rs cr) 2
Buy Price 4.19
Buy Qty 725.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.19
CLOSE 4.41
VOLUME 525
52-Week high 6.72
52-Week low 3.46
P/E
Mkt Cap.(Rs cr) 2
Buy Price 4.19
Buy Qty 725.00
Sell Price 0.00
Sell Qty 0.00

Sanblue Corporation Ltd. (SANBLUECORP) - Director Report

Company director report

To

The Members

Your Directors have pleasure in submitting this 23rd Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2016.

1. FINANCIAL RESULTS :

(Rs. In Lacs)
Particulars 2015-2016 2014-2015
Revenue from Operations 328.09 4.57
Other Income 289.62 9.13
Profit/(Loss) before Tax 281.27 0.93
Less: Tax Expenses (54.51) (0.04)
Profit for the year 226.76 0.89
Balance of Profit/(Loss) for the year 226.76 0.89

2. REVIEW OF BUSINESS OPERATIONS :

The operating Revenue of the Company during the year has increased from Rs. 4.57 Lacsto Rs. 328.09 Lacs. The Profit Before Tax (PBT) was Rs. 226.76 Lacs for the year underreview as compared to Rs 0.89 Lacs for the previous year.

3. DIVIDEND :

During the period under review your directors do not recommend any dividend for thecurrent financial year.

4. RESERVES :

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 :

During the period under review there was a contract or arrangements made with relatedparties as defined under Section 188 of the Companies Act 2013. The Details of RelatedParty Transactions is annexed herewith as "Annexure - A".

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY :

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.

10. DEPOSIT :

The Company has neither accepted nor renewed any deposits during the year under review.

11. CORPORATE SOCIAL RESPONSIBILITY (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 :

Pursuant to provisions of Section 203 of the Companies Act 2013 the appointment ofMr. Jekil Pancholi as a Company Secretary as key managerial personnel of the Company wereformalized.

Mr. Jose Daniel (DIN: 03532474) retires by rotation and being eligible has offeredhimself 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. TheDirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe company for that period; iii. The Directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; iv. The Directors had prepared the annual accounts on a ‘goingconcern’ basis; v. The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and vi. The Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand 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 :

Knowledge and skills

Professional conduct

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.

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 2016 proposed subject to approval of the shareholdersthe appointment 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 withthe financial statements in this Annual Report.

The Auditor’s Report for financial year 2015-16 does not contain anyqualification reservation 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 hasappointed Mr. Sanjay Dayalji Kukadia Company Secretary in Practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure- B".

The Secretarial Audit Report for financial year 2015-16 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 for the financial year 2016-17. TheCompany has in place a mechanism to identifyassess monitor and mitigate various risk tokey 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.

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 beenpaid.

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. TheCompany’s Policy relating to appointment of Directors payment of Managerialremuneration Directors’ qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 is furnished in "Annexure - C" and is attached to this report.

24.SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:

The Shareholders/Investor’s Grievance Committee comprises of Mr. Jose Daniel(Executive and Non Independent Director) Mr. Jigar Shah (Independent Non-ExecutiveDirector) 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 - D".

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:

(1). 15/05/2015 (2) 14/08/2015 (3) 07/11/2015 (4) 12/02/2016

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-E.

31.CHANGE REGISTRAR & SHARE TRANSFER AGENT(R&TA) :

The Company has changed the Registrar & Share Transfer Agent from ShareproServicies India Private Limited to Bigshares Services Private Limited. Details of newshare transfer agent is as below:

Address: E-2 & 3 Ansa Industrial Estate Saki-Vihar Road Sakinaka Andheri(E)Mumbai-400072.Tel.: 079 40024135 Email: bssahd@bigshareonline.comWebsite: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 givenbelow:

a. The ratio of the remuneration of each director to the median remuneration ofthe employees of the Company for the financial year. None of the Director getsremuneration during the year under review.

b. The percentage increase in remuneration of each director Chief ExecutiveOfficer Chief Financial Officer Company Secretary in the financial year : Nil

c. The percentage increase in the median of employees in the financial year : NilThe number of permanent employees on the rolls of the Company : 3

d. Percentage increase over decrease in the market quotation of the shares of theCompany in comparison to the rate at which the Company come out with the last PublicOffer. :- Nil

e. Average percentile increase already made in the salaries of the employee otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration:Nil

f. Average Percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the Managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:: Nil

g. The Key parameters for any variable component of remuneration availed by theDirectors ; Nil

h. Affirmation that the remuneration is as per the remuneration policy of theCompany.

The Company affirms remuneration is as per the remuneration policy of the Company.

There is no employee covered under section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

33.RISK MANAGEMENT

The Board of the Company has formed a risk management policy for oversight in the areaof financial risks and controls.

34.ACKNOWLEDGMENT

The directors thank the Company’s employees customers vendors and investors fortheir continuous support. The directors are also thankful to the concerned governmentdepartments / agencies for their co-operation. The directors appreciate and value thecontributions made by every member in the Company.

For and on behalf of the Board
Sanblue Corporation Limited
(Jose Daniel)
Date : 12/08/2016 Chairman & Managing Director
Place : Ahmedabad DIN: 03532474

ANNEXURE - A

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm’s length transactions under third provisothereto.

1. Details of contracts or arrangements or transactions not at arm’s lengthbasis: Not Applicable

(a) Name(s) of the related party and nature of relationship: (b) Nature ofcontracts/arrangements/transactions: (c) Duration of the contracts /arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: (e) Justification for entering into such contracts or arrangements ortransactions: (f) Date(s) of approval by the Board: (g) Amount paid as advances if any:

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188:

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis:

(a) Name(s) of the related party and nature of relationship: Sanblue InfrastructurePrivate Limited (b) Nature of contracts/arrangements/transactions: Rent Income (c)Duration of the contracts / arrangements/transactions: 5 years

(d) Salient terms of the contracts or arrangements or transactions including the valueif any : The Company had executed Rent Agreement dated 15.12.2011. During the year theCompany has received rent of Rs 7500/- p.m (e) Date(s) of approval by the Board if any:30.05.2016 (Annual Renewal) (f) Amount paid as advances if any: Nil

For and on behalf of the Board
Sanblue Corporation Limited
(Jose Daniel)
Date : 12/08/2016 Chairman & Managing Director
Place : Ahmedabad DIN: 03532474.

ANNEXURE - B

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]

To the Members

Sanblue Corporation Limited

22A Government Society

Near Municipal Market C. G. Road Ahmedabad-380009.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions & the adherence to good corporate practices by M/s. Sanblue CorporationLimited [CIN:L15400GJ1993PLC020073] (hereinafter called the Company). Secretarial Auditwas conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also information provided bythe Company its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in our opinion the company has during the auditperiod covering the financial year ended on 31st March 2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter :

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 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 rules madethere 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 except the following;

(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:Not Applicable

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009: Not Applicable

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999: Not Applicable

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations. 2008: Not Applicable

(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: Not Applicable

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998: Not Applicable

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc.

(vi) The other laws as informed and certified by the management of the Company whichare specifically applicable to the Company based on their sector/ industry are:

1) Payment of Wages Act 1936 and rules made thereunder;

2) The Minimum Wages Act 1948 and rules made thereunder

3) Land Revenue laws of respective States

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries ofIndia(Effective from July 1 2015.) is applicable for the financial year 2015-2016.

(ii) The Listing Agreements and Uniform Listing Agreement entered into by the Companywith Bombay Stock Exchange Limited (BSE).

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to theobservations noted against each legislation and the Company is having Registrar andTransfer Agent who provides electronic connectivity with Depositories and physical sharetransfer related work.

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.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

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 further report that :

During the Audit of the Company we have observed that the Company has altered itsObjects and has entered into the Business of trading by means of Postal Ballot.

I further report that:

The Compliance by the Company of the applicable financial laws like Direct and IndirectTax laws has not been reviewed in this Audit since the same have been subject to thereview by the Statutory Auditors and other designated professionals.

For SANJAY DAYALJI KUKADIA
Company Secretaries
Place : Ahmedabad [Sanjay Dayalji Kukadia]
Date : 09/06/2016 Proprietor (CP. No. 11308)

Note : This report is to be read with our letter of even date which is annexed as‘ANNEXURE A’ and forms an integral part of this report.

(Annexure A forming part of Secretarial Audit Report )

To the Members

Sanblue Corporation Limited

22A Government Society

Near Municipal Market C. G. Road Ahmedabad-380009.

Our report of even date is to be read along with this letter.

1. 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.

2. 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.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. 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.

For SANJAY DAYALJI KUKADIA
Company Secretaries
Place : Ahmedabad [Sanjay Dayalji Kukadia]
Date : 09/06/2016 Proprietor (CP. No. 11308)

ANNEXURE - C

REMUNERATION POLICY :

In accordance with the provisions of Section 178(3) of the Companies Act 2013 theNomination and Remuneration Committee recommended the following remuneration policyrelating to the remuneration for the Directors Key Managerial Personnel and otheremployees which was approved and adopted by the Board.

I. REMUNERATION TO EXECUTIVE DIRECTORS; KEY MANAGERIAL PERSONNEL AND SENIORMANAGEMENT & OTHER EMPLOYEES :

The Board of Directors and Nomination & Remuneration Committee (subject toapplicable authorization from shareholders) is authorized to decide /recommend theremuneration and other terms of appointment of such Directors and Senior Managementemployees (one level below executive directors)and Key managerial Personnel and otheremployees of the Company. The remuneration structure shall interalia include salaryperquisites retirement and/superannuation benefits as per HR Policy decided by themanagement of the Company. Based on the performance appraisals the changes in theremuneration shall be decided/recommended by the management/executive directors.

The remuneration on appointment and on appraisal based on the performance of otheremployees (other than senior management & Key Managerial Personnel) shall be decidedby the functional head or business head from time to time considering the HR policy of theCompany. The remuneration components shall include basic salary allowances perquisitesretrial benefits; pay as may be decided by the Management from time to time. The level andcomposition of remuneration shall be reasonable and sufficient to attract retain andmotivate employees at all levels having regard to the industry practice.

OTHER TERMS APPLICABLE TO EXECUTIVE DIRECTORS AND SENIOR & KEY MANAGEMENT

EMPLOYEES

i. The Remuneration and terms of employments shall be fixed/ recommended in such amanner that the relationship of remuneration to performance is clear and meets appropriateperformance benchmarks.

ii. The remuneration shall involve a good balance between fixed and incentive pay(considering industry benchmark/practice) reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals.

iii. No director or executive should be directly involved in determining their ownremuneration or performance evaluation.

iv. The Executive Director Whole time Director/ Managing Director and/or SeniorManagement Employee shall be eligible for advances/loans as per prevalent HR Policy of theCompany subject to the applicable statutory provisions and approvals.

II. REMUNERATION TO NON-EXECUTIVE DIRECTORS :

Company is not paying remuneration to the non executive directors

III. CRITERIA FOR IDENTIFICATION OF PERSONS FOR APPOINTMENT AS DIRECTORS AND INSENIOR MANAGEMENT :

In accordance with the provisions of Section 178(3) of the Act read with Clause 49 ofthe Listing Agreement the Nomination and Remuneration Committee is required to formulatethe criteria for determining qualifications positive attributes and independence of aDirector and senior management. The criteria adopted by the Nomination and RemunerationCommittee for the aforesaid purpose is as under: Criteria for determining qualificationspositive attributes and independence of a director:

I. QUALIFICATIONS:

(a) He/ She should possess appropriate skills experience and knowledge in one or morefields of finance law management sales marketing administration research corporategovernance technical operations or other disciplines related to the company’sbusiness.

(b) Such qualifications as may be prescribed under the Companies Act 2013 read withrules framed there under and the Listing Agreement with Stock Exchanges.

A. Criteria for appointing a Director:

a. He should be a person of integrity with high ethical standards.

b. He should be able to commit to his responsibilities and devote sufficient time andattention to his professional obligation as a Director.

c. He should be having positive thinking courtesy humility. d. He should beknowledgeable and diligent in updating his knowledge. e. He should have qualificationsskills experience and expertise by which the Company can benefit.

f. In respect of independent director in addition to the above (a)to (e) he shouldfulfill the criteria for being appointed as an Independent Director prescribed undersection 149 of the Companies Act 2013 read with Schedule IV to the said Act.

g. In respect of Executive/Whole time Director/Managing Director in addition to above(a)to (f) he should have strong quality of leadership and team mentoring recognitionmanagement skills vision ability to steer the organization even in adverse conditionsinnovative thinking result oriented approach ability to enhance reputation of theorganization.

B. Criteria for appointing a Senior Management Employee/ Key Managerial Personal:

a. He should have the required educational qualification skills and functionalknowledge for the post and eye for detailing & compliance

b. He should have integrity humility positive thinking leadership qualitiessincerity alert hardworking team building ability good soft skills transparency indealings with the Company and other stakeholders.

c. Screening of the potential conflicts of interest and independence .

d. Detailed background information in relation to a potential candidate should beprovided to all directors.

e. The identification of potential candidates may be assisted by the use of externalsearch organizations as may be considered appropriate.

For and on behalf of the Board
Sanblue Corporation Limited
(Jose Daniel)
Dat : 12/08/2016 Chairman & Managing Director
Place : Ahmedabad DIN: 03532474