Directors Report of Sang Froid Labs (India) Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 20th Annual Report and the Company's audited accounts for the financial year ended March 31, 2014.

Financial Results

The Summarized performance of the Company for the financial years 2013-14 and 2012-13 is given below:

(Amount In Rs.)

Particulars 31.03.2014 31.03.2013

Revenue from Operations 175000 0

Other Income 0 0

Total Revenue 175000 0

Total Expenditure 70472 28090

( including Change in Inventories)

Profit Before Tax 104528 (28090)

Less: Tax expense/ Deferred tax liability 32300 0

Profit after Tax 72228 (28090)

Earnings Per Share 0.037 (0.014)

Operational Overview

During the year under review, turnover was Rs.1,75,000/-. The total expenditure increased from Rs.28,090/- to Rs 70,472/-.The profit before tax was Rs.1,04,528/- as against previous year profit before tax i.e. loss of Rs.28,090/-. The profit after tax was at Rs. 72,228/- as against a profit (i.e. loss) of Rs. 28,090/- over the previous year.

LISTING

The equity shares of the Company are listed with Ahmedabad Stock Exchange.

Transfer To Reserves In terms of Section 217(1) (B) of the Companies Act, 1956:

The Company has not transferred any portion of profits to General Reserve Account for the financial year.

Public Deposit

Your Company has not accepted any deposits from the public during the year under review and shall not accept any deposits without obtaining prior approval of the Reserve Bank of India.

DIVIDEND

Your directors do not recommend any dividend on equity shares for the financial year 2013-14. DIRECTORS

Mr. Vijay Kumar Sachdev will be the Director retiring by rotation and being eligible offer himself for re-appointment at the ensuring Annual General Meeting. The resolution is being placed before the Members in General Meeting for their approval.

Mr. Jitendra Harjivanbhai Gohel is Non Executive Independent Director of the Company appointed as on 01.10.2013 respectively up to date of subsequent AGM and whose period of office was liable to be determined by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. However, as per requirements of provisions of the Companies Act, 2013 and rules made there under, the

Independent Directors are not liable to retire by rotation and are required to be appointed by Shareholders. Therefore, it is proposed to appoint Mr. Jitendra Harjivanbhai Gohel as an Independent Director for a term of five consecutive years.

Mr Jagdish Lal Sachdev has resigned from the directorship of the Company with effect from 01.10.2013.

Director's Responsibility Statement Pursuant To Sec 217(2aa) Of Companies Act, 1956:

The Directors hereby confirm that -

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

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 period,

c. 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;

d. The directors had prepared the annual accounts on a going concern basis.

Auditors and Auditors' Report

M/s. M Madan & Co, New Delhi as Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from Statutory Auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Their reappointment is recommended by the Board The Notes on Financial Statements referred to in the Auditors' Report are self- explanatory and do not call for any further comments.

Particulars Of Employees

No Employee of the Company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Statutory Information

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 related to Conversation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo for the financial year ended 31st March 2014 are given in Annexure - I attached hereto and forming part of this report.

Cautionary Statement

Statements in the Directors Report and the Management discussion & Analysis describing the Company's objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global & domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and its cost, changes in government policies and tax laws, economic development of the country and such other factors which are material to the business operations of the Company.

Acknowledgement

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

Place: Delhi For and On Behalf of Board of Directors of Date: 30.08.2014 SANG FROID LABS INDIA LIMITED

Jitendra Gohel Director