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Sang Froid Labs (India) Ltd.

BSE: 539392 Sector: Others
NSE: N.A. ISIN Code: INE345S01013
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VOLUME 425
52-Week high 2.52
52-Week low 0.91
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.91
Sell Qty 3145.00
OPEN 0.91
CLOSE 0.95
VOLUME 425
52-Week high 2.52
52-Week low 0.91
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.91
Sell Qty 3145.00

Sang Froid Labs (India) Ltd. (SANGFROIDLABS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Twenty Fifth Annual Report and theAudited Accounts for the Financial Year ended 31st March 2016.

RESULT OF OUR OPERATION :

The Board of Directors hereby submits the report of business and operation of yourCompany (Sang Froid Labs (India) Limited) along with audited financial statement for yearended March 31 2016.

(Amount in Lacs)
Particulars Current year Previous year
(31-03-2016) (31-3-2015)
Revenue from Operations 13.75 4.08
Other Income - 1.96
Total Revenue 13.75 6.04
Total Expenditure 13.60 4.01
(including Change in Inventories)
Profit Before Tax 0.15 2.04
Less: Tax Expense/ Deferred tax liability - 0.63
Profit after Tax 0.15 1.41
Earnings Per Share 0.00 0.00

OPERATIONS & STRATEGIC PLANNING :

During the year under review your company was engaged only in trading of medicine andsurgical products. Further due to the paucity of the working capital requirement thecompany could not undertake the manufacturing activities. During the year under reviewedthe Company has Profit of Rs. 0.15 Lacs compared with previous year of Rs. 1.41 Lacs.

DIVIDEND :

The Board of Directors of the Company has not recommended any Dividend.

TRANSFER TO RESERVES :

The Company has not transferred any amount to reserves.

SHARE CAPITAL :

During the year under review the Company had Authorized Capital of Rs.55000000comprising of 5500000 Equity Shares of `10/- Each. Paid-Up Equity Share Capital of theCompany as on date of this report stands at 51000000/- comprising of 5100000 EquityShares of `10/- Each. During the year under review the Company has not issued shares withdifferential voting rights nor granted stock options nor sweat equity.

DEPOSITS :

During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

FUTURE BUSINESS PROSPECTS :

The business activity is largely influenced by several external factors including theinternational financial markets. It is therefore a note of caution to jump into thefinancial commitments.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNING AND OUTGO :

a) Conservation of energy: Since the company does not carry on anymanufacturing Activities the provision regarding this disclosure is Not Applicable

b) Technology absorption:

There is no specific area in which company has carried out any Research &Development. No technology has been imported as the company does not carry on anymanufacturing activity

c) Foreign exchange earnings and Outgo

i. Foreign Exchange Earnings : NIL

ii. Foreign Exchange Outgo : NIL

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS :

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and Bank’soperation in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Management Discussion and Analysis Report of the company for theYear under review is presented in separate section formatting part of the Annual Report isattached herewith as ANNEXURE-I

SUBSIDIARY COMPANY :

As on March 31 2016 your Company has no Subsidiary.

LOANS GUARANTEES OR INVESTMENTS IN SECURITIES :

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.

EXTRACTS OF ANNUAL RETURN :

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return as at March 31 2016 forms part of thisreport as ANNEXURE-II.

RELATED PARTIY DISCLOSURES :

During the year there was no contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013.

INSIDER TRADING REGULATIONS :

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force by the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees. The Company also adopts the conceptof Trading Window Closure to revent its Directors Officers designated employees andother employees from trading in the securities of the Company at the time when there isunpublished price sensitive information.

DIRECTORS :

Appointment & Resignation of Directors:

During the year under review Mr. Jitendra Gohel was appointed as Managing Director forperiod of 5 years on 10.06.2015. Further Mr. Vijay Sachdev resigned on 09.11.2015 fromthe Directorsh

Key Managerial Personnel:

The following persons are the Key Managerial Personnel:

Mr. Jitendra Gohel Chairman & Managing Director

Ms. Komal Keshwani Company Secretary resigned on 09.11.2015

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act 2013 of the Listing Agreement theBoard has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit andNomination and Remuneration Committee. A separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman of the Board who wereevaluated on parameters such as level of engagement and contribution independence ofjudgement safeguarding the interest of the Company etc. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors. The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY :

The company has adopted a remuneration policy of directors and senior managementpersonnel detailing inter alia the procedure for director appointment and remunerationincluding the criteria for determining qualification. The policy ensures that (a) thelevel and composition of remuneration is reasonable and sufficient to attract retain and motivate the directors of the quality require to run the company successfully ; (b)relationship of remuneration to the performance is clear and meets appropriate performancebenchmarks; and (c) remuneration to directors and key managerial personnel and seniormanagement involves a balance fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the company and its goal. The policyhas been approved by the nomination and remuneration committee and the board. Theremuneration policy document as approved by the board is uploaded on the company’swebsite www.sangfroidlabs.com.

PARTICULARS OF EMPLOYEES :

No Employee of the Company draws remuneration in excess of limit prescribed underSection 197 read with Rule 5 of The Companies Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

CORPORATE SOCIAL RESPONSIBILITY :

Section 135 of the Companies Act 2013 is Not Applicable.

AUDITORS :

a) Statutory Auditors

With pursuant to the provisions of Section 139 and other applicable provisions if anyof the Companies Act 2013 as amended from time to time or any other law for the timebeing in force (including any statutory modification or amendment thereto or re-enactmentthereof for the time being in force) M/s.

Dilip Daga & Co. Chartered Accountants Ahmedabad (FRN: 004679W) proposed to beappointed as Statutory Auditors of the Company to fill the vacancy caused by resignationof of M/s. S Kansal & Associates . Chartered Accountants Ahmedabad . The resolutionis being placed before the Members in General Meeting for their approval.

b) Report Secretarial Auditors and Secretarial Audit

Pursuant to Section 204 of the Companies Act 2013 your Company had appointed PoojaGwalani Practicing Company Secretaries as its Secretarial Auditors to conduct thesecretarial audit of the Company for 2015-16. The Company provided all assistance andfacilities to the Secretarial Auditor for conducting their audit. The Report ofSecretarial Auditor for FY 2015-16 is annexed to this report as ANNEXURE-III.

The Secretarial Auditors’ comments and Boards explanation are as under:

A) During the year under reviewed the Company has not appointed Company Secretaryas per the provision of the Companies Act 2013;

The Company is in process of appointment of Company Secretary.

B) During the year under reviewed the Company has not appointed internal auditorsas per the provision of the Companies Act 2013;

The Company is in process of appointment of internal Auditors.

C) The Company has closed its register of members and given advertisement but copyof the same was not available with the Company for my verification.

Due to highly ratio of worker retainer the Company has misplaced their documents dueto that reason the Company has failed to procedure before secretarial auditor.

D) As per explanation given by the management of the Company the Company had sentAnnual General Meeting Notice to the Members of the Company but the Company has not servedme proof for sending said Notice to Member.

Due to highly ratio of worker retainer the Company has misplaced their documents dueto that reason the Company has failed to procedure before secretarial auditor.

E) As per the Clause 41 of the erstwhile Listing Agreement it is necessary toobtaining Limited Review and/or Audit Report from Statutory Auditors having peer reviewcertificate issued by the ICAI. As per information provided by the management of theCompany the Auditors do not possess any peer review certificate.

The Company is in process of appointment of statutory auditors.

F) As per information provided by the Company that the Company publishedadvertisement for the quarter result and/or financial result as per the Clause 41 oferstwhile listing agreement but same is not available for my assessment.

Due to highly ratio of worker retainer the Company has misplaced their documents dueto that reason the Company has failed to procedure before secretarial auditor.

VIGIL MECHANISM :

The Company has put in place a ‘Whistle Blower Policy’ in compliance with theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 anderstwhile Clause 49 of the Listing Agreement entered with the Stock Exchanges theCompanies Act 2013 other applicable laws and in accordance with principles of goodcorporate governance.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:

i) That in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards have been followed and that there were nomaterial departures;

ii) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of the affairs of the company at the end of thefinancial year and of the profit of the company for the year under review;

iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting a fraud andother irregularity;

iv) That the Directors have prepared the annual accounts for the year ended 31stMarch 2016 on a "going concern basis.";

v) That the Directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively;

vi) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that systems were adequate and operatingeffectively.

CORPORATE GOVERNANCE :

As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance is not applicable to the Company.

DECLARATION BY INDEPENDENT DIRECTORS :

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in the Companies Act 2013 and Listing Regulations.

GENERAL DISCLOSURE :

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134[3] of the Act read with Rule 8[3] of The Companies [Accounts]Rules 2014 to the extent the transactions took place on those items during the year.There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this report.

LISTING :

The equity shares of the Company are listed with Bombay Stock Exchange Limited. Thereare no arrears on account of payment of listing fees to the Stock Exchange.

BOARD MEETINGS :

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses. The schedule of the Board/Committee meetings tobe held in the forthcoming financial year is being circulated to the Directors in advanceto enable them to plan their schedule for effective participation in the meetings. Duringthe Financial Year under reviewed the Board of Directors of the Company met for 8 times.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY :

Your Company has implemented adequate procedures and internal controls which providereasonable assurance regarding reliability of financial reporting and preparation offinancial statements. The Company also ensures that internal controls are operatingeffectively.

ACKNOWLEDGEMENT :

Your Directors place on record their sincere appreciation of the co-operation andassistance extended by the bankers of the Company. They also place on record theirappreciation of the devoted services rendered by the Executives Staff Members and Workersof the Company. The Director concludes this Report by placing on record their gratitude toall shareholders bankers and Govt. authorities for their continued support.

By order of the Board of Directors

Jitendra Gohel

Chairman& Managing Director

Place: Ahmedabad

Date: 1st September 2016