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Sanblue Corporation Ltd.

BSE: 521222 Sector: Others
NSE: N.A. ISIN Code: INE602D01027
BSE 00:00 | 29 Jun 33.90 0
(0.00%)
OPEN

34.20

HIGH

34.20

LOW

33.90

NSE 05:30 | 01 Jan Sanblue Corporation Ltd
OPEN 34.20
PREVIOUS CLOSE 33.90
VOLUME 4
52-Week high 39.90
52-Week low 13.00
P/E 199.41
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 34.20
CLOSE 33.90
VOLUME 4
52-Week high 39.90
52-Week low 13.00
P/E 199.41
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sanblue Corporation Ltd. (SANBLUECORP) - Director Report

Company director report

To

The Shareholders

Your Directors have pleasure in submitting this 28th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2021.

1. FINANCIAL RESULTS :

(Rs. In Lacs)

Particulars 2020-21 2019-20
Revenue from Operations 27.29 24.26
Other Income 1.69 8.65
Loss before Tax (30.13) (24.06)
Less: Tax Expenses - -
Loss for the year (30.13) (24.06)
Basic &Diluted EPS (0.60) (0.48)

2. REVIEW OF BUSINESS OPERATIONS

During the year the company's revenue from operations increased from Rs. 24.26 Lacs toRs. 27.29 Lacs. Losses after tax have increased from Rs 24.06 Lacs for the previous yearto Rs 30.13 Lacs for the current 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 General Reserve for the financial yearended 31st March 2021.

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

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. However for compliance purpose we haveattached AOC-2 as Annexure A.

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 were no observations andcomments of 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 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

Mr. Sanjiv Shah (DIN: 00256817) retires by rotation and being eligible has offeredherself for reappointment. Mr. Jose Daniel (DIN 03532474) reappointed as Managing Director& CEO for five years in the Company.

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 :

Comply Secretarial Standard issued by ICSI Duties Role and functions Documentation

(b) For Executive Directors:

Performance as leader

Sharing of information with Board.

Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

17. STATUTORY AUDITORS

In accordance with Section 139 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 M/s. Arpit Patel & Associates (FRN: 144032W)Chartered Accountants was appointed as the Statutory Auditors until the conclusion of theAnnual General Meeting to be held in the year 2024 at such remuneration as may be mutuallyagreed between the Board of Directors of the Company and the Statutory Auditors.

As required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 M/s. Arpit Patel & Associates (FRN: 144032W) CharteredAccountants has confirmed that they hold a valid certificate issued by the Peer ReviewBoard of ICAI

Report is enclosed with the financial statements in this Annual Report.

The Auditor's Report for financial year 2020-21 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 B".

The Secretarial Audit Report for financial year 2020-21 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 Internal Auditor directly reportingto audit committee. The Company has in place a mechanism to identifyassess monitor andmitigate various risk to key business objectives.

20. AUDIT COMMITTEE

Our Audit Committee comprised three Independent directors as on March 31 2021. Mr.Jigar Shah Chairman Mr. Yogesh Shah Mr. Rajesh Shah

The Company Secretary act as the secretary to the audit committee.

The Committee also reviewed at length the financial statements and approved the samebefore they were placed before the Board of Directors. During the financial year underreview the Committee.

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 confirmed that the annual listing fees to the BSE Limited has paid.

23. REMUNERATION POLICY

Our Remuneration comprised three Independent directors as on March 31 2021. Mr. RajeshShah Chairman Mr. Jigar Shah Mr. Yogesh Shah

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 C" and is attached to this report.

24. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:

Our Shareholders/investors Grievances Committee comprised three Independent directorsas on March 31 2021:

Mr. Rajesh Shah Chairman Mr. Jigar Shah Mr. Jose Daniel

The Company Secretary/Compliance Officer shall act as the secretary to the Committee.

The primary function of the Shareholders / Investors Grievance Committee ("theCommittee") is to consider and resolve the grievances of security holders of theCompany. During the year under review the committee reviewed the complaint status sharetransfer details dematerialization of security and also conducted audit by practicingcompany secretary.

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) 29/06/2020 (2). 14/08/2020 (3) 10/11/2020 (4) 12/02/2021

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 AND OUTGO

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. SHARE TRANSFER AGENT(R&TA)

The details of Registrar & Share Transfer Agent is as below:

Bigshare 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: bssahd@bigshareonline.com

Website: 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- F.

33. DETAILS OF NON COMPLIANCE

No penalty imposed by stock exchange SEBI or ROC nor has been any instance of noncompliance with any legal requirements or on matters capital market over the year underreview.

34. RISK MANAGEMENT

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

35. CRYPTO CURRENCY

During the year the company has not dealing in crypto currency.

36. ACKNOWLEDGEMENT

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
(Jose Daniel)
Date : 13/08/2021 Chairman & Managing Director
Place : Ahmedabad DIN: 03532474

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