Sang Froid Labs (India) Ltd Directors Report.

To,

The Members,

Sang Froid Labs India Limited

Your Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2017.

Financial Performance:

(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 and period subsequent there to have been given hereunder:

• The total revenue of the Company during the financial year 2016-17 was NIL against 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. 3.51 Lacs 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 Net Profit of Rs. 0.15 lacs in the previous financial year 2015-16.

Dividend:

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

Reserves:

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 the year.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

Share Capital:

During the year under review there was no change in the share capital of the Company.

Public Deposits:

During the year under review, he Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by 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 of directors 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

Board Meeting:

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses. The Board 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 two meetings is not more than four months. During the year under review, 7 (Seven) Board Meetings were held on 30th May, 2016, 25th August, 2016, 22nd November, 2016, 24th 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 of its own performance.

Directors’ Responsibility Statement

Pursuant to section 134 (3) (c) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) 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 or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended 31st March, 2017 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) 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.

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 and there has been no change in the circumstances which may affect their status as independent director during the year.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary, Joint Ventures and Associate Concerns.

Corporate Governance:

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

Vigil Mechanism/ Whistle Blower Policy

The company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct.

Corporate Social Responsibility

The company does not meet the criteria of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rule, 2014 so there are no requirements 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 the business 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 186 of the Companies Act, 2013 during the year under review and hence, the said provision is not applicable.

Contracts and Arrangements with Related Parties

In terms of Regulation 23 of Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the Financial Year were in the ordinary course of business and were at arms length basis. There are no material significant related party transaction made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative exceeding the limit prescribed under Section 188 (1) of the Companies Act, 2013 read with Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014. Accordingly the disclosure of Related Party Transactions as required under Section 134(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 the website 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 the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at 31st March, 2017 in Form MGT-9 forms part of this 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 Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under 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 prescribed limit throughout the financial year 2016-17 and therefore, the disclosure pertaining to provisions of Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

Internal financial control

Your Company has strong Internal Controls and Management systems. These systems enable the Company to comply with Internal Company policies, procedures, standard guidelines and local laws to help to protect Company’s Assets and Confidential information against financial losses and unauthorized use. The Company continuously upgrade the system. The internal control system is supplemented by independent auditor.

Statutory Auditors

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014 M/s. Vijay Darji and Associates, Chartered Accountants, Mumbai (FRN: 118614W) as Statutory Auditor of the Company to fill the casual vacancy caused by the resignation of 2014 M/s Dilip Daga & Co., Chartered Accountants, Ahmedabad (FRN : 00469W) at the Annual General Meeting held on September 28, 2017, to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018 .

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Parth P Shah, Practicing Company Secretary (COP No. 18640), Ahmedabad, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-2. The qualifications given by Mr. Parth P Shah, Practicing Company Secretary in his Secretarial Audit Report are arising due to Change in Management during the period under review.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, 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 the Company between the end of the financial year and the date of this report.

Acknowledgment

Your Director place on record the appreciation for valuable contribution made by employees at all levels, active support and encouragement received from the Company’s Bankers, Customers, Principals, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future 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)