Directors Report of Sanblue Corporation Ltd.

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)