A Oneindia Venture

Directors Report of Sanblue Corporation Ltd.

Mar 31, 2025

Your Directors have pleasure in submitting this 32nd Annual Report of the Company together with the Audited
Statements of Accounts for the year ended 31st March, 2025.

1. FINANCIAL RESULTS :

/Rs In I arst

Particulars

2024-25

2023-24

Revenue from Operations

167.35

140.18

Other Income

74.31

64.34

Profit/(Loss) before Tax

39.96

34.63

Less: Tax Expenses

(7.00)

(9.30)

Profit/(Loss) for the year

32.96

25.33

Basic &Diluted EPS

0.66

0.51

2. REVIEW OF BUSINESS OPERATIONS

During the year, the company''s revenue from operations increased from Rs. 140.18 Lacs to Rs. 167.35
Lacs. Hence profit after tax have increased from Rs 25.33 Lacs for the previous year to Rs 32.96 Lacs for
the current year.

3. DIVIDEND

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

4. RESERVES

The Company has not transferred any amount to General Reserve for the financial year ended 31st March,
2025.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year Company has not provided any Loan or Guarantee under section 186 of the Companies
Act, 2013. However Company has made investments. The particulars investments have been disclosed in
the financial statements of the Company.

6. CORPORATE GOVERNANCE

As per the New (Listing Obligations and Disclosure Requirements) Regulations, 2015 notified 2nd
September, 2015 issued by Securities and Exchange Board of India, vide circular no. SEBI/LAD-
NRO/GN/2015-16/013. Corporate Governance is not applicable to the Company as Company has not
attained the prescribed limit as mentioned hereunder:

As per the Regulation 15 (Listing Obligations And Disclosure Requirements) Regulations, 2015
applicability of Corporate Governance shall not be mandatory for companies having paid up equity share
capital not exceeding Rupees Ten Crore and net worth not exceeding Rupees 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 of business or which are
not on arm’s length basis and hence there is no information to be provided as required under Section
134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Board has approved a policy for related party transactions which has been uploaded on 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 financial position of the
Company which have occurred between the end of the financial year of the Company 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 commensurate with the size
and nature of business. The internal control systems of the Company are monitored and evaluated by
internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of
Directors. The were no observations and comments 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 SOCIAL RESPONSIBILITY (CSR) INITIATIVES

During the year under review, the Company has not developed and implemented any Corporate 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 the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Jose Daniel (DIN: 03532474),
Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has
offered himself to be reappointed as Director of the Company. As on 06/08/2024 company has appointed
Mr. Fenil Shah, Mr. Bhavik Shah and Mr. Milan Shah as an independent directors of the company. Mr. Jigar
Shah, Mr. Yogesh Shah and Mr. Rajesh Shah, Independent Directors of the Company retired on
completion of their tenure effective from 08/08/2024.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the board of directors, to the best
of their knowledge and ability confirm and state that -

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit of the company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such
internal financial controls are adequate and were operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of 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 their independence pursuant
to Section 149(6) of the Companies Act, 2013.

16. ANNUAL EVALUATION OF THE BOARD

The Board of Directors has carried out an annual evaluation of its own performance, Board committees
and individual directors pursuant to the provisions of the Companies Act, 2013 read with rules made
thereunder and under Regulation 16 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The performance of the Board was evaluated by the Board
after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and
structure, effectiveness of Board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings, etc. The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the
performance of the individual directors on the basis of the criteria such as the contribution of the individual
director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc Further Structure of the Board covered with
executive directors and non-executive directors. The same was discussed in the board meeting that
followed by the meeting of the independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.

STATUTORY AUDITORS

M/s Kantilal Patel & Co., Chartered Accountants, (lCAI Firm Registration No. 104744W) of Statutory
Auditors of the company conducted the statutory audit of the Company for the current financial year. The
auditor’s report for the Financial Year 2024-25 does not contain any qualifications, reservations or adverse
remarks and Notes to the financial statements referred in the Auditors Report are self-explanatory and
therefore, do not call for any comments under Section 134 of the Companies Act, 2013.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s.
Kantilal Patel & Co (FRN: 104744W), Chartered Accountants, has confirmed that they hold a valid
certificate issued by the Peer Review Board of ICAI.

17. 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 has reappointed Mr. Sanjay
Dayalji Kukadia, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith as
“Annexure A”.

The Secretarial Audit Report for financial year 2024-25 does not contain any qualification, reservation or
adverse remark.

18. INTERNAL AUDITOR

The Board of Directors has appointed M/s Rakesh J. Shukla & Associates, Chartered Accountants as
Internal Auditors of the Company. The Internal Auditor directly reporting to audit committee. The Company
has in place a mechanism to identify, assess, monitor and mitigate various risk to key business objectives.

19. AUDIT COMMITTEE

Our Audit Committee comprised three Independent directors

• Mr. Fenil Shah- Chairman

• Mr. Bhavik Shah

• Mr. Milan Shah

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

The Committee also reviewed at length, the financial statements and approved the same before they were
placed before the Board of Directors. During the financial year under review the Committee.

20. VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy
for directors, employees and other stakeholders to report genuine concerns has been established. The
same is also updated and uploaded on the website of the Company i.e. www.sanbluecorporation.com.

21. LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited (BSE) with scrip code number 521222. The
Company confirmed that the annual listing fees to the BSE Limited has paid.

22. REMUNERATION POLICY

Our Remuneration comprised three Independent directors

• Mr. Bhavik Shah - Chairman

• Mr. Milan Shah

• Mr. Fenil Shah

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration,
Directors’ qualifications, positive attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 is furnished in
“Annexure B” and is attached
to this report.

23. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:

Our Shareholders/investors Grievances Committee comprised three independent directors

• Mr. Milan Shah - Chairman

• Mr. Fenil Shah

• Mr. Bhavik Shah

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

The primary function of the Shareholders / Investors Grievance Committee (“the Committee”) is to
consider and resolve the grievances of security holders of the Company. During the year under review, the
committee reviewed the complaint status, share transfer details, dematerialization of security and also
conducted audit by practicing company secretary.

24. THE ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format (MGT-7) for
the Financial Year 2024-25 is available on the Company website
https://www.sanbluecorporation.com/anual-returns.html

25. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE

Since the Company does not have any Subsidiary / Joint Ventures / Associate Concerns, No financial
position of such concern(s) are required to be included in the financial statement.

26. BOARD MEETINGS

The Board of Directors met 4 (Four) times during the year. The details of the meeting are as below:

(1) 22/05/2024 (2). 06/08/2024 (3) 13/11/2024 (4) 12/02/2025

27. SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern
status and company’s operations in future.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

During the year under review, there are no manufacturing activities undertaken by the Company, in view of
the aforesaid fact, there was no scope for your Company to make any efforts for energy conservation,
research and development and technology absorption. Hence the particulars required to be furnished in
respect of the same are not given.

Foreign Exchange Earnings: NIL
Foreign Exchange Outgoes: NIL

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion & Analysis report form part of this annual report is annexed herewith as
“Annexure-C”.

30. SHARE TRANSFER AGENT(R&TA)

The details of Registrar & Share T ransfer Agent is as below:

Bigshare Services Private Limited

Address: A/802, Samudra complex, Near Klassic Gold, Girish cold drink,

C.G Road, Ahmedabad,Gujrat - 380009.

Tel. No: 91-79-49196459, Email: bssahd@bigshareonline.com
Website: www.bigshareonline.com

31. PARTICULARS OF EMPLOYEE

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are given
Annexure- D.

32. 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 under review.

33. RISK MANAGEMENT

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

34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 were not applicable to the Company, as the number of
employees did not meet the threshold for constitution of an Internal Complaints Committee. Further, no
complaint was received under the said Act during the year.

35. MATERNITY BENEFIT ACT.1961

During the year under review, the Company did not have any women employees on its rolls. Accordingly,
the provisions of the Maternity Benefit Act, 1961 are not applicable to the Company.

36. CRYPTO CURRENCY

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

37. DISCLOSURE RELATING TO SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014
is furnished.

38. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOVENCY AND
BANKRUPTCY CODE, 2016:

During the year under review, there were no application made or proceedings pending in the name of the
company under Insolvency and Bankruptcy Code, 2016.

39. ACKNOWLEDGEMENT

The directors thank the Company’s employees, customers, vendors and investors for their continuous
support. The directors are also thankful to the concerned government departments / agencies for their co¬
operation. The directors appreciate and value the contributions made by every member in the Company.

For and on behalf of the Board
Sanblue Corporation Limited

(Jose Daniel)

Date : 12/08/2025 Chairman & Managing Director

Place : Ahmedabad DIN: 03532474


Mar 31, 2024

Your Directors have pleasure in submitting this 31st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2024.

1.

FINANCIAL RESULTS :

(Rs. In Lacs)

Particulars

2023-24

2022-23

Revenue from Operations

140.18

378.30

Other Income

64.34

96.85

Profit/(Loss) before Tax

34.63

69.01

Less: Tax Expenses

(9.30)

-

Profit/(Loss) for the year

25.33

69.01

Basic &Diluted EPS

0.51

1.38

2. REVIEW OF BUSINESS OPERATIONS

During the year, the company''s revenue from operations decreased from Rs. 378.30 Lacs to Rs. 140.18 Lacs. Hence profit after tax have decreased from Rs 69.01 Lacs for the previous year to Rs 25.33 Lacs for the current year.

3. DIVIDEND

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

4. RESERVES

The Company has not transferred any amount to General Reserve for the financial year ended 31st March, 2024

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year Company has not provided any Loan or Guarantee under section 186 of the Companies Act, 2013. However Company has made investments. The particulars investments have been disclosed in the financial statements of the Company.

6. CORPORATE GOVERNANCE

As per the New (Listing Obligations and Disclosure Requirements) Regulations, 2015 notified 2nd September, 2015 issued by Securities and Exchange Board of India, vide circular no. SEBI/LAD-NRO/GN/2015-16/013. Corporate Governance is not applicable to the Company as Company has not attained the prescribed limit as mentioned hereunder:

As per the Regulation 15 (Listing Obligations And Disclosure Requirements) Regulations, 2015 applicability of Corporate Governance shall not be mandatory for companies having paid up equity share capital not exceeding Rupees Ten Crore and net worth not exceeding Rupees 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 of business or which are not on arm’s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. However for compliance purpose we have attached AOC-2 as Annexure -A.

The Board has approved a policy for related party transactions which has been uploaded on 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 financial position of the Company which have occurred between the end of the financial year of the Company 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 commensurate with the size and nature of business. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The were no observations and comments 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 SOCIAL RESPONSIBILITY (CSR) INITIATIVES

During the year under review, the Company has not developed and implemented any Corporate 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 the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sanjiv Shah (DIN: 00256817) retires by rotation and being eligible has offered himself for reappointment.

Based on the recommendation of the Nomination and Remuneration Committee (“NRC”) the Board of Directors of the Company approved the appointment of Mr. Bhavik Kiritkumar Shah (DIN: 10657606) as an Non-Executive - Independent Director of the Company with effect from 06/08/2024 as an Additional Director whose term of office will expire on the ensuing Annual General Meeting (AGM) and his appointment is required to be regularized subject to approval of members in the ensuing Annual General Meeting.

Based on the recommendation of the Nomination and Remuneration Committee (“NRC”) the Board of Directors of the Company approved the appointment of Mr. Fenil Rameshchandra Shah (DIN: 01558417), as an Non-Executive - Independent Director of the Company with effect from 06/08/2024 as an Additional Director whose term of office will expire on the ensuing Annual General Meeting (AGM) and his appointment is required to be regularized subject to approval of members in the ensuing Annual General Meeting.

Based on the recommendation of the Nomination and Remuneration Committee (“NRC”) the Board of Directors of the Company approved the appointment of Mr. Milan Jyantilal Shah (DIN: 10657608), as an Non-Executive - Independent Director of the Company with effect from 06/08/2024 as an Additional Director whose term of office will expire on the ensuing Annual General Meeting (AGM) and his appointment is required to be regularized subject to approval of members in the ensuing Annual General Meeting.

Mr. Jigar Shah, Mr. Yogesh Shah and Mr. Rajesh Shah, Independent Directors of the Company retired on completion of their tenure effective from 08/08/2024. The Board placed on record its appreciation for the valuable contributions made by them.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability confirm and state that -

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and were operating effectively; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of 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 their independence pursuant to Section 149(6) of the Companies Act, 2013.

16. ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of your Company has carried out a formal annual evaluation of the performance of the Board as a whole, its Committees and of individual directors through a structured questionnaire, after taking into consideration the guidance note issued by SEBI and ICSI on Board evaluation, covering various aspects of the Board’s functioning, Committee effectiveness, director’s efficiency on individual basis etc..

17. STATUTORY AUDITORS

M/s Arpit Patel & Associates (FRN: 144032W), Chartered Accountants were appointed as Statutory Auditors of your Company at the 26th Annual General Meeting held on 27th September, 2019, for a term of five consecutive years till the financial year 2023-24. They have completed their tenure. The provisions regarding rotation of auditors, as prescribed under the Act, are applicable to the Company. Hence, it is proposed to appoint M/s Kantilal Patel & Co, Chartered Accountants (Firm Registration No.: 104744W) as Statutory Auditors of the Company for a period of 5 consecutive years commencing from this Annual General Meeting till the Annual General Meeting of the Company to be held in 2029 to the members for their approval. The Report given by the Auditors on the financial statements of the Company is part of this Annual Report.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Kantilal Patel & Co (FRN: 104744W), Chartered Accountants, has confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

The Auditor’s Report for financial year 2023-24 does not contain any qualification, 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 has reappointed Mr. Sanjay Dayalji Kukadia, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as “Annexure B”.

The Secretarial Audit Report for financial year 2023-24 does not contain any qualification, reservation or adverse remark.

19. INTERNAL AUDITOR

The Board of Directors has appointed M/s Rakesh J. Shukla & Associates, Chartered Accountants as Internal Auditors of the Company. The Internal Auditor directly reporting to audit committee. The Company has in place a mechanism to identify, assess, monitor and mitigate various risk to key business objectives.

20. AUDIT COMMITTEE

Our Audit Committee comprised three Independent directors as on March 31,2024.

• Mr. Jigar Shah - Chairman

• Mr. Yogesh Shah

• Mr. Rajesh Shah

Our Audit Committee comprised three Independent directors w.e.f. August 6, 2024.

• Mr. Fenil Shah - Chairman

• Mr. Bhavik Shah

• Mr. Milan Shah

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

The Committee also reviewed at length, the financial statements and approved the same before they were placed before the Board of Directors. During the financial year under review the Committee.

21. VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is also updated and uploaded on the website of the 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 number 521222. 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 31,2024.

• Mr. Rajesh Shah - Chairman

• Mr. Jigar Shah

• Mr. Yogesh Shah

Our Remuneration comprised three Independent directors w.e.f. August 6, 2024

• Mr. Bhavik Shah - Chairman

• Mr. Milan Shah

• Mr. Fenil Shah

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in “Annexure C” and is attached to this report.

24. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:

Our Shareholders/investors Grievances Committee comprised three independent directors as on March 31,2024:

• Mr. Rajesh Shah - Chairman

• Mr. Jigar Shah

• Mr. Jose Daniel

Our Shareholders/investors Grievances Committee comprised three independent directors w.e.f. August 6. 2024.

• Mr. Milan Shah - Chairman

• Mr. Fenil Shah

• Mr. Bhavik Shah

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

The primary function of the Shareholders / Investors Grievance Committee (“the Committee”) is to consider and resolve the grievances of security holders of the Company. During the year under review, the committee reviewed the complaint status, share transfer details, dematerialization of security and also conducted audit by practicing company secretary.

25. THE ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format (MGT-7) for the Financial Year 2023-24 is available on the Company website https://www.sanbluecorporation.com/anual-returns.html

26. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE

Since the Company does not have any Subsidiary / Joint Ventures / Associate Concerns, No financial position of such concern(s) are required to be included in the financial statement.

27. BOARD MEETINGS

The Board of Directors met 4 (Four) times during the year. The details of the meeting are as below:

(1) 30/05/2023 (2) 14/08/2023 (3) 07/11/2023 (4) 09/02/2024

28. SIGNIFICANT AND MATERIAL ORDERS

There are no material orders passed by Regulators, Courts or Tribunals impacting the going 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 the Company, in view of the aforesaid fact, there was no scope for your Company to make any efforts for energy conservation, research and development and technology absorption. Hence the 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 annexed herewith as “Annexure-D”.

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, Ahmedabad,Gujrat - 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given Annexure- E.

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 under review.

34. RISK MANAGEMENT

The Board of the Company has formed a risk management policy for oversight in the area of 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 their continuous support. The directors are also thankful to the concerned government departments / agencies for their cooperation. The directors appreciate and value the contributions made by every member in the Company.


Mar 31, 2014

Dear Shareholders,

The Board of directors have pleasure in presenting the Twenty first Annual Report together with Audited Accounts for the year ended 31st March 2014 of your company.

FINANCIAL HIGHLIGHTS :

The financial performance of the company for the year ended 31st March 2014 is as under:

(Rs. In Lacs) Particulars 2013-2014 2012-2013

Total Income 7.30 10.13

(Loss)/Profit before Depreciation (1.86) (8.72)

Depreciation 0.03 0.04

(Loss)/Profit before Taxation (1.89) (8.76)

Provision for taxation - (0.11)

Excess Provision for Taxation 0.01 -

(Loss)/Profit after Taxation (1.88) (8.87)

WORKING OF THE COMPANY :

The company has incurred a loss of Rs (1.88) Lacs during the year under review.

DIRECTORS :

Shri Yogesh Shah is director of the company who retires by rotation at this annual general meeting, and being eligible, offers himself for reappointment is appointed as director of the company.

DIVIDEND :

The Board of Directors did not recommend any dividend for the year under review on account of inadequate profit.

COMPLIANCE CERTIFICATE :

The Compliance certificate for the year 2013-2014 issued by Shri Sanjay Dayalji Kukadia Practicing Company Secretary that the company has complied with the provisions of the Companies Act,1956 was placed before the board of directors who approved the same.

DEPOSITS :

Your company has not accepted any deposits from public under Section 58A of the Companies Act, 1956 during the year under review.

DEPRECIATION :

Building, Electrical Installation, are retired from active use and held for disposal are valued at carrying amount as recoverable amount is more than the carrying amount as per independent valuation carried out by the company. Hence, depreciation has not been provided as per accounting standard 10.

DIRECTOR''S RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed :

1. that in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any.

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that year.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. that the Directors have prepared the accounts for the financial year ended 31st March 2014 on a "going concern basis."

PARTICULARS OF EMPLOYEES :

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employment) Rules, 1975. The provident fund, Employees state Insurance Act , gratuity are not applicable to the company.

INVESTMENTS :

Non Current investment are stated at cost and where there is other than temporary diminution in value of investment a provision is made wherever applicable.

DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY ETC. :

The company has no activities relating to conservation of energy or technology absorption. There was no foreign exchange earnings and outgo during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial year under review is annexed and forms part of this report.

CORPORATE GOVERNANCE :

In terms of Clause 49 of Listing Agreement with Stock Exchanges, the requirements as to corporate governance are required to be implemented by your company. The company has already implemented the requirements of corporate governance. Report on directors on corporate governance is annexed and form part of this report.

AUDITORS :

M/s. Kantilal Patel & Company, Chartered Accountants, Ahmedabad are reappointed auditors at this Annual General Meeting, until the conclusion of next Annual General meeting having Firm Registration Number 104744W issued by the Institute of Chartered Accountants of India on a remuneration to be fixed by the Board of Directors of the company, based on the recommendation of the Audit Committee, in addition to reimbursement of all out of pocket expenses in connection with the audit of the accounts of the company .

AUDITORS'' REPORT:

As regards auditors comments of their report, your directors request you to refer to notes to the accounts which are self explanatory.

ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for whole hearted co-operation received from all the employees, investors, Government Departments and Bankers of the company.

ON BEHALF OF BOARD OF DIRECTORS DATE : 30th May 2014 PLACE : AHMEDABAD Jose Daniel Managing Director


Mar 31, 2013

Dear Shareholders,

The Board of directors have pleasure in presenting the Twentieth Annual Report together with Audited Accounts for the year ended 31st March, 2013 of your company.

FINANCIAL HIGHLIGHTS :

The financial performance of the company for the year ended 31st March,2013 is as under:

(Rs. In Lacs)

Particulars 2012-2013 2011-2012

Total Income 10.13 9.95

(Loss)/Profit before Depreciation (8.72) 2.01

Depreciation 0.04 0.06

(Loss)/Profit before Taxation (8.76) 1.95

Provision for Taxation (0.11) (0.16)

(Loss)/Profit after Taxation (8.87) 1.79

WORKING OF THE COMPANY :

The company has incurred a loss of Rs. 8.87 Lacs during the year under review after making a provision of doubtful advanes of Rs. 9.87 lacs.

DIRECTORS :

Shri Rooshikumar V. Pandya who was the managing director of the company had expired on the 13th April, 2013 and hence the necessary formalities for filing of various forms were completed and Shri Jose Daniel was appointed as the next Managing Director at the meeting of the board of Directors of the company held on 29th April, 2013 as per schedule XIII of the Companies Act, 1956 without any remuneration and the necessary formalities for filing the form were completed with the Ministry of Corporate Affairs.

Shri Rajesh Shah is director of the company who retires by rotation at this annual general meeting, and being eligible, offers himself for reappointment is appointed as director of the company.

Shri Ashok Parasram Jangid was appointed as an Additional director of the company as on 11th Novermber 2011 and who shall retire at this Annual Genral Meeting has resigned as director of the company w.e.f. 4th August, 2012.

DIVIDEND :

The Board of Directors did not recommend any dividend for the year under review on account of inadequate profit.

CHANGE OF COMPLIANCE OFFICER :

Shri Sanjay Dayalji Kukadia who was the compliance officer of the company has resigned from the company w.e.f. 6th September, 2012 and Shri Ravi Rameshchandra Shah has been appointed as the new compliance officer by the board of directors w.e.f. 6th September, 2012 of the company and has been authorized to do all communication on behalf of the company.

DEPOSITS :

Your company has not accepted any deposits from public under Section 58A of the Companies Act, 1956 during the year under review.

DEPRECIATION :

Building, Electrical Installation, are retired from active use and held for disposal are valued at carrying amount as recoverable amount is more than the carrying amount as per independent valuation carried out by the company. Hence, depreciation has not been provided as per accounting standard 10.

DIRECTOR’S RESPONSIBILITY STATEMENT :

Pursuant to the provisional of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed :

1. that in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any.

2. that the Directors have selected such accounting policies and applied them consistently and made judg- ments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a "going concern basis."

COMPLIANCE CERTIFICATE :

In accordance with the provisions of section 383 (A) of the Companies Act, 1956, and Companies (Appointment and Qualification of Secretary) Amendment Rules, 2009, the Company shall require to obtain a certificate from a secretary in whole time practice comfirming that the company has complied with the provisions of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES :

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(A) of the Companies Act, 1956, read with the Companies (Particulars of Employment) Rules, 1975. The provident fund, Employees state Insurance Act, gratuity are not applicable to the company.

INVESTMENTS :

Non Current investment are stated at cost and where there is permanent diminution in value of investment a provision made wherever applicable.

DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY ETC. :

The company has no activities relating to conservation of energy or technology absorption. There was no foreign exchange earnings and outgo during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial year under review is annexed and forms part of this report.

CORPORATE GOVERNANCE :

In terms of Clause 49 of Listing Agreement with Stock Exchanges, the requirements as to corporate governance are required to be implemented by your company. The company has already implemented the requirements of corporate governance. Report on directors on corporate governance is annexed and form part of this report.

AUDITORS :

M/s. Kantilal Patel & Company, Chartered Accountants, Ahmedabad are reappointed auditors at this Annual Gen- eral Meeting, until the conclusion of next Annual General meeting having Firm Registration Number 104744W issued by the Institute of Chartered Accountants of India on a remuneration to be fixed by the Board of Directors of the company, based on the recommendation of the Audit Committee, in addition to reimbursement of all out of pocket expenses in connection with the audit of the accounts of the company.

AUDITORS’ REPORT:

The company has invested in shares of one of the enterprises significantly influenced by key management person- nel namely, by Sanblue Enterprises Pvt. Ltd. The net worth of that company has turned negative. The Permanent diminution in value of investment has been reduced earlier. No provision has been made for any possible loss in value of investments, considering the intrinsic value of the business, the nature of investment being of a long term nature and the expected improvement in performance of the Investee company. As regards auditors comments of their report , your directors request you to refer to notes to the accounts which are self explanatory.

ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for whole hearted co-operation received from all the employees, investors, Government Departments and Bankers of the company.

ON BEHALF OF BOARD OF DIRECTORS

DATE : 28/05/2013

PLACE : AHMEDABAD Jose Daniel

(Managing Director)


Mar 31, 2012

The Board of directors have pleasure in presenting the Nineteenth Annual Report together with Audited Accounts for the year ended 31st March,2012 of your company.

FINANCIAL HIGHLIGHTS :

The financial performance of the company for the year ended 31st March,2012 is as under:

(Rs. In Lacs)

Particulars 2011-2012 2010-2011

Total Income 9.95 9.98

Profit before Depreciation 2.01 0.57

Depreciation 0.06 0.10

Profit before exceptional item 1.95 0.47

Exceptional Items 0.00 (4.14)

Profit/(Loss) before Taxation 1.95 (3.67)

Provision for Taxation 0.16 0.00

Profit/(Loss) after Taxation 1.79 (3.67)

WORKING OF THE COMPANY :

The company has incurred a profit of Rs.1.79 Lakhs during the year under review.

DIRECTORS :

Shri Jigar Shah is director of the company who retires by rotation at this annual general meeting, and being eligible, offer himself for reappointment is appointed as director of the company.

Shri Ashok Parasram Jangid was appointed as an Additional director of the company as on 11th November 2011 and who shall retire at this Annual General Meeting and in respect of which the company has received a notice from one of the member of the company for appointment of Shri Ashok Parasram Jangid as Regular director of the company is now proposed to be appointed as a director of the company.

DIVIDEND :

The Board of Directors did not recommend any dividend for the year under review on account of inadequate profit.

FIXED DEPOSITS :

Your company has not accepted any deposits from public under Section 58A of the Companies Act, 1956 during the year under review.

DEPRECIATION :

Building, Electrical Installation, are retired from active use and held for disposal are valued at carrying amount as recoverable amount is more than the carrying amount as per independent valuation carried out by the company. Hence, depreciation has not been provided as per accounting standard 10.

DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed :

1. that in the preparation of the accounts for the financial year ended 31st March,2012, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any.

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that year.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. that the Directors have prepared the accounts for the financial year ended 31st March,2012 on a "going concern basis."

PARTICULARS OF EMPLOYEES :

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employment) Rules, 1975. The provident fund, Employees state Insurance Act , gratuity are not applicable to the company.

INVESTMENTS :

Non Current investment are stated at cost and where there is permanent diminution in value of investment a provision made wherever applicable.

DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY ETC. :

The company has no activities relating to conservation of energy or technology absorption. There was no foreign exchange earnings and outgo during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial year under review is annexed and forms part of this report.

CORPORATE GOVERNANCE :

In terms of Clause 49 of Listing Agreement with Stock Exchanges, the requirements as to corporate governance are required to be implemented by your company. The company has already implemented the requirements of corporate governance. Report on directors on corporate governance is annexed and form part of this report.

AUDITORS :

M/s. Kantilal Patel & Company, Chartered Accountants, Ahmadabad are reappointed auditors at this Annual General Meeting, until the conclusion of next Annual General meeting having Firm Registration Number 104744W issued by the Institute of Chartered Accountants of India on a remuneration to be fixed by the Board of Directors of the company, based on the recommendation of the Audit Committee, in addition to reimbursement of all out of pocket expenses in connection with the audit of the accounts of the company.

AUDITORS' REPORT:

The company has invested in shares of one of the enterprises significantly influenced by key management personnel namely, by Sanblue Enterprises Pvt. Ltd.. The net worth of that company has turned negative. The Permanent diminution in value of investment has been reduced earlier. No provision has been made for any possible loss in value of investments, considering the intrinsic value of the business, the nature of investment being of a long term nature and the expected improvement in performance of the Investee company. As regards auditors comments of their report , your directors request you to refer to notes to the accounts which are self explanatory.

ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for whole hearted co-operation received from all the employees, investors, Government Departments and Bankers of the company.

ON BEHALF OF BOARD OF DIRECTORS

DATE : 29/05/2012

PLACE : AHMEDABAD

Rooshikumar Pandya

(Managing Director)


Mar 31, 2011

Dear Shareholders,

The Board of directors have pleasure in presenting the Eighteenth Annual Report together with Audited Accounts for the year ended 31st March, 2011 of your company.

FINANCIAL HIGHLIGHTS :

The financial performance of the company for the year ended 31st March 2011 is as under:

(Rs. In Lacs) Particulars 2010-2011 2009-2010

Total Income 9.98 14.36

Profit before Depreciation 0.57 4.78

Depreciation 0.10 0.16

Profit before exceptional item 0.47 4.62

Exceptional Items (4.14) (4.19)

(Loss)/Profit before Taxation (3.67) 0.43

Excess provision of tax of past year 0.00 0.05

Provision for Taxation 0.00 (0.80)

(Loss) after Taxation (3.67) (0.32)

WORKING OF THE COMPANY :

The company has incurred a loss of Rs.3.67 lacs during the year under review.

DIRECTORS :

Shri Sanjiv Shah is director of the company who retires by rotation at this annual general meeting, and being eligible, offer himself for reappointment is appointed as director of the company.

DIVIDEND :

The Board of Directors did not recommend any dividend for the year under review on account of inadequate profit.

FIXED DEPOSITS :

Your company has not accepted any deposits from public under Section 58A of the Companies Act, 1956 during the year under review.

DEPRECIATION :

Building, Electrical Installation, are retired from active use and held for disposal are valued at carrying amount as recoverable amount is more than the carrying amount as per independent valuation carried out by the company. Hence, depreciation has not been provided as per accounting standard 10.

DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed :

1. that in the preparation of the accounts for the financial year ended 31st March, 2011 , the applicable accounting standards have been followed along with proper explanation relating to material departures; if any.

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that year.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a "going concern basis."

PARTICULARS OF EMPLOYEES :

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employment) Rules, 1975. The provident fund, Employees state Insurance Act , gratuity are not applicable to the company.

INVESTMENTS :

Long term investment are stated at cost and where there is permanent diminution in value of investment a provi- sion/ reduction made wherever applicable.

DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY ETC. :

The company has no activities relating to conservation of energy or technology absorption. There was no foreign exchange earnings and outgo during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial year under review is annexed and forms part of this report.

CORPORATE GOVERNANCE :

In terms of Clause 49 of Listing Agreement with Stock Exchanges, the requirements as to corporate governance are required to be implemented by your company. The company has already implemented the requirements of corporate governance. Report on directors on corporate governance is annexed and form part of this report.

AUDITORS :

M/s. Kantilal Patel & Company, Chartered Accountants, Ahmedabad are reappointed auditors at this Annual General Meeting, until the conclusion of next Annual General meeting having Firm Registration Number 104744W issued by the Institute of Chartered Accountants of India on a remuneration to be fixed by the Board of Directors of the company, based on the recommendation of the Audit Committee, in addition to reimbursement of all out of pocket expenses in connection with the audit of the accounts of the company.

AUDITORS' REPORT:

The company has invested in shares of one of the enterprises significantly influenced by key management person- nel namely, by Sanblue Enterprises Pvt. Ltd. The net worth of that company has turned negative. No provision has been made for any possible loss in of the investee company value of investments, considering the intrinsic value of the business, the nature of investment being of a long term nature and the expected improvement in performance of the Investee company. As regards auditors comments of their report , your directors request you to refer to notes to the accounts which are self explainatory.

ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for whole hearted co-operation received from all the employees, investors, Government Departments and Bankers of the company.

ON BEHALF OF BOARD OF DIRECTORS

Rooshikumar Pandya (Managing Director)

DATE : 24/05/2011 PLACE : AHMEDABAD


Mar 31, 2010

The Board of directors have pleasure in presenting the Seventeenth Annual Report together with Audited Accounts for the year ended 31st March, 2010 of your company.

FINANCIAL HIGHLIGHTS :

The financial performance of the company for the year ended 31st March 2010 is as under

(Rs. In Lacs)

Particulars 2009-10 2008-09

Total Income 14.36 1678

Profit/ (Loss) before Depreciation 4.78 (1.47)

Depreciation 0.16 0.26

Profit/ Loss) before exceptional item 4.62 (1.73)

Exceptional Items (4.19) (7.10)

Profit/ Loss) before Taxation 0.43 (8.83)

Excess provision of tax of past year 0.05 Nil

Provision for Taxation (0.80) Nil

Profit/(Loss) after Taxation (0.32) (8.83)

WORKING OF THE COMPANY :

The company has achieved operating and other income of Rs. 14.36 lacs during the year under review.

DIRECTORS :

Shri Rooshikumar Pandya was appointed as Managing Director of the Company in place of Sanjiv D. Shah with effect from 29th January 2010 for the period for 5 years as the later has resigned as Managing Director of the company due to his other pre occupalion. Shri Mukund Modi one of the independent director of the company has resigned as director. Shri Yogesh Shah was appointed as an independent director w.e.f 30.4.2010

Shri Rajesh Shah is director of the company who retires by rotation at this annual general meeting, and being eligible, offer themselves for reappointment

DIVIDEND :

The Board of Directors did not recommend any dividend for the year under review on account of inadequate profit.

FIXED DEPOSITS :

Your company has not accepted any deposits from public under Section 58A of the Companies Act, 1956

during the year under review.

DEPRECIATION :

Building, Electrical Installation , furniture and fixtures are retired from active use held for disposal are valued at carrying amount is recoverable value is more than the carrying amount as per independent valuation carried on by the company. Hence, depreciation has not been provided as per accounting standard 10

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed :

1. that in the preparation of the accounts for the financial year ended 31st March, 2010 , the applicable accounting standards have been followed along with proper explanation relating to material depar- tures; if any.

2. that the Directors have selected such accounting policies and applied them consistently and made judg- ments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that year.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. that the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a "going concern basis."

PARTICULARS OF EMPLOYEES :

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employment) Rules, 1975. The provident fund, Employees state Insurance Act, gratuity are not applicable to the company.

INVESTMENTS :

Long term investment are stated at cost and where there is permanent diminution in value of investment a provision/ reduction made wherever applicable.

DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY ETC. :

The company has no activities relating to conservation of energy or technology absorption. There was no foreign exchange earnings and outgo during the year.

MANAGEMENT DISCUSSION AND ANALYSIS :

A report on the Management Discussion and Analysis for the financial year under review is annexed and forms part of this report.

CORPORATE GOVERNANCE :

In terms of Clause 49 of Listing Agreement with Stock Exchanges, the requirements as to corporate governance are required to be implemented by your company. The company has already implemented the requirements of corporate governance. Report on directors on corporate governance is annexed and form part of this report.

AUDITORS :

M/s. Rakesh J. Shukla & Associates, Chartered Accountants, Ahmedabad has resigned at the next Annual General Meeting and in their place M/s. Kantilal Patel & Company Chartered Accountants,having Firm Registra- tion Number 104744W issued by the Institute of Chartered Accountants of India is be appointed as auditors of this company from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting.

AUDITORS REPORT :

As regards auditors comments of their report, your directors request you to refer to notes to the accounts which are self explainatory.

ACKNOWLEDGEMENTS :

Your Directors wish to place on record their appreciation for whole hearted co-operation received from all the employees, investors, Government Departments and Bankers of the company.

ON BEHALF OF BOARD OF DIRECTORS DATE : 29/05/2010 PLACE : AHMEDABAD Rooshikumar Pandya (Managing Director)

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