Sang Froid Labs India Limited
Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2017.
(Amount in Lakh)
|Particulars ||2016-17 ||2015-16 |
|Total revenue form operation ||- ||13.75 |
|Profit before Depreciation Finance Costs and Taxation ||(2.62) ||0.15 |
|Less: Finance Charges ||- ||- |
|Less : Depreciation ||- ||- |
|Profit before Taxation ||(2.62) ||0.15 |
|Less : Taxes/ Deferred Tax ||- ||- |
|Net profit / (loss) for the period ||(2.62) ||0.15 |
|Profits available for appropriation ||(2.62) ||0.15 |
|less: Proposed Dividend ||- ||- |
|Less: Dividend tax ||- ||- |
|Surplus carried to Balance Sheet ||- ||0.15 |
|Opening balance of reserve ||(201.69) ||(201.83) |
|Less : Adjustment relating to Pre period items ||(2.98) ||- |
|Less : transfer to general reserve ||- ||- |
|Net Balance ||(204.67) ||(201.69) |
Review of Performance:
The Key highlights pertaining to the business of the company for the year 2016-17 andperiod subsequent there to have been given hereunder:
The total revenue of the Company during the financial year 2016-17 was NILagainst the total revenue of Rs. 13.75 Lacs in the previous financial year 2015-16.
The total expenses of the Company during the financial year 2016-17 was Rs. 3.51Lacs against the expenses of Rs. 13.60 Lacs in the previous financial year 2015-16.
The Loss is Rs. 2.26 Lacs for the financial year 2016-17 as compare to NetProfit of Rs. 0.15 lacs in the previous financial year 2015-16.
With a view to provide a cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.
During the year under review no amount is proposed to be carried out to any reserve.
Change in Nature of Business:
There are no material changes in the nature of the business of the Company during theyear.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION:
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.
During the year under review there was no change in the share capital of the Company.
During the year under review he Company has not accepted any deposits fromShareholders and Public falling within the ambit of Section 73 of the Companies Act 2013and rules made there under. There were no deposits which were claimed and remained unpaidby the Company as on March 31 2017.
Board of Directors and Key Managerial Personnel:
During the year under review the following changes have occurred in the constitution ofdirectors of the company:
|Name Designation ||Date of appointment ||Date of cessation ||Mode of Cessation |
|Solanki Shilpaben Kamleshbhai ||22/11/2016 ||07/01/2017 ||Resignation |
|Keyur Majmudar ||24/12/2016 ||- ||- |
|Ritu Majmudar ||24/12/2016 ||24/02/2017 ||Resignation |
|Sharad Himmatbhai Bavadiya ||24/02/2017 ||- ||- |
|Rajeshbhai Punabhai Savaliya ||24/02/2017 ||- ||- |
|Kishore Das ||07/01/2017 ||24/02/2017 ||Resignation |
|Eity Suryanarayan Pandey ||- ||22/11/2016 ||Resignation |
|Jitendra.H.Gohel ||- ||07/01/2017 ||Resignation |
|Vaghela Dahyabhai Kaushik ||_ ||29/12/2016 ||Resignation |
|Sholanki Kamleshbhai Gannatbhai ||_ ||29/12/2016 ||Resignation |
Regular meetings of the Board are held at least once in a quarter inter-alia toreview the quarterly results of the Company. Additional Board meetings are convened todiscuss and decide on various business policies strategies and other businesses. TheBoard meetings are generally held at corporate office of the Company.
The Board meets at least once in a quarter and the maximum time gap between any twomeetings is not more than four months. During the year under review 7 (Seven) BoardMeetings were held on 30th May 2016 25th August 2016 22nd November 201624th December 2016 29th December 2016 7th January 2017 and 24th February 2017.
Performance Evaluation of Board
Pursuant to the provisions of the Companies Act 2013 and as per the provisions of SEBI(LODR) Regulations 2015 the Board of Directors has carried out an annual evaluation ofits own performance.
Directors Responsibility Statement
Pursuant to section 134 (3) (c) of the Companies Act 2013 the board of directors tothe best of their knowledge and ability confirm that:
a) In preparation of annual accounts for the year ended 31st March 2017the applicable accounting standards have been followed and that no material departureshave been made from the same;
b) 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 profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) The Directors had prepared the annual accounts for the year ended 31stMarch 2017 on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
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 and there has been nochange in the circumstances which may affect their status as independent director duringthe year.
Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any Subsidiary Joint Ventures and Associate Concerns.
As per Regulation 15 of SEBI (Listing and Disclosure Requirements) Regulation 2015 theCorporate Governance is not applicable to the Company.
Vigil Mechanism/ Whistle Blower Policy
The company has established Vigil Mechanism (Whistle Blower Policy) in accordance withthe provisions of Section 177 of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the employees toreport to the management instances of unethical behavior actual or suspected fraud orviolation of the Company's code of conduct.
Corporate Social Responsibility
The company does not meet the criteria of Section 135 of the Companies Act 2013 readwith the Companies (Corporate Social Responsibility Policy) Rule 2014 so there are norequirements to constitute Corporate Social Responsibility Committee.
Management Discussion and Analysis Report
As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section of management discussion and analysis out lining thebusiness of your company forms part of this reports.
Particulars of Loans Guarantees and Investments
There were no Loans Guarantees and Investments made by the Company under Section 186of the Companies Act 2013 during the year under review and hence the said provision isnot applicable.
Contracts and Arrangements with Related Parties
In terms of Regulation 23 of Securities Exchange and Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has adoptedpolicy on dealing with related party transactions. All related party transactions thatwere entered into by the Company during the Financial Year were in the ordinary course ofbusiness and were at arm's length basis. There are no material significant related partytransaction made by the Company with its Directors Promoters Key Managerial Personnel ortheir relative exceeding the limit prescribed under Section 188 (1) of the Companies Act2013 read with Rule 15 of Companies (Meetings of Board and its powers) Rules 2014.Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.
The policy on related party transactions as approved by the Board is available on thewebsite of the Company www.sangfroidlabs.com under investor segment.
Extract of Annual Return
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 the extract of the Annual Return as at 31st March 2017 in Form MGT-9 forms part ofthis Annual Report as Annexure-1.
Conservation of energy technology absorption and foreign exchange earnings and outgo
(A) Conservation of energy and Technology absorption:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.
(B) Foreign exchange earnings and Outgo:
There were no foreign exchange earnings and outgo during the year under review.
Particulars of the employees
During the year under review no employee has been remunerated exceed the prescribedlimit throughout the financial year 2016-17 and therefore the disclosure pertaining toprovisions of Section 197 read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is not applicable to the Company.
Internal financial control
Your Company has strong Internal Controls and Management systems. These systems enablethe Company to comply with Internal Company policies procedures standard guidelines andlocal laws to help to protect Companys Assets and Confidential information againstfinancial losses and unauthorized use. The Company continuously upgrade the system. Theinternal control system is supplemented by independent auditor.
Pursuant to provisions of Section 139 of the Companies Act 2013 read with TheCompanies (Audit and Auditors) Rules 2014 M/s. Vijay Darji and Associates CharteredAccountants Mumbai (FRN: 118614W) as Statutory Auditor of the Company to fill the casualvacancy caused by the resignation of 2014 M/s Dilip Daga & Co. Chartered AccountantsAhmedabad (FRN : 00469W) at the Annual General Meeting held on September 28 2017 to holdoffice till the conclusion of the Annual General Meeting to be held in the calendar year2018 .
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Parth P Shah Practicing Company Secretary (COP No. 18640) Ahmedabadto undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as Annexure-2. The qualifications given by Mr. Parth P Shah Practicing CompanySecretary in his Secretarial Audit Report are arising due to Change in Management duringthe period under review.
Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. There are no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year and the date of this report.
Your Director place on record the appreciation for valuable contribution made byemployees at all levels active support and encouragement received from the CompanysBankers Customers Principals Business Associates and other Acquaintances.
Your Directors recognize the continued support extended by all the Shareholders andgratefully acknowledge with a firm belief that the support and trust will continue in thefuture also.
| ||For and on behalf of Sang Froid Labs (India) Limited || |
|Date: 28/08/2017 ||Mr. Rajeshbhai P Savaliya ||Mr. Jitendra H Gohel |
|Place: Ahmedabad ||Director ||Director |
| ||(DIN : 07746573) ||(DIN : 03441639) |