SABOO BROTHERS LTD
Your directors have pleasure in presenting the 36thAnnual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March 2015
The Financial Results are stated as under:
| || ||(Rs.) |
|PARTICULARS ||Year Ended 31.03.2015 ||Year Ended 31.03.2014 |
|Sales & Operating Income ||410200 ||461250 |
|Other Income ||2539954 ||2801053 |
|Total Expenditure ||3932539 ||1927828 |
|Gross Income/ (Loss) before Interest Depreciation and Taxation ||(982385) ||1334475 |
|Depreciation ||(43257) ||(178457) |
|Bad-Debts w/off ||-- ||(6001433) |
|Provision for Taxation ||Nil ||Nil |
|Net Profit/(Loss) ||(1025642) ||(4845415) |
OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK
Income of the company from operation is of Rs. 410200/- as compared to Rs.461250/-in previous year. Profit before Tax is Rs. (1025642) as compared to Rs.(4845415) inprevious year.
In view of the carry forward losses incurred in the earlier years and pursuant tosection123 of the Companies Act 2013 the board regrets its inability to declare anydividend for the year under review.
TRANSFER TO RESERVE
The Company proposes to carry Rs. (NIL) /- to the General Reserve of the Company.
As on 31.03.2015 the company held no deposit in any form from anyone. There was nodeposit held by the company as on 31.03.2015 which was overdue or unclaimed by thedepositors. For the present the Board of directors have resolved not to accept anydeposits from public.
PARTICULARS OF LOANS GURANTEE OR INVESTMENTS
There were no Loans Guarantees and Investments covered under section 186 of theCompanies Act 2013.
As per the directions of SEBI and the BSE Ltd. the code of corporate governance becomeapplicable to the company w.e.f. 2002-03 and accordingly the company has been adhering tothe directions and guidelines as required. The report on the code of corporate governanceis annexed separately in this Annual report as Annexure IV.
The Companies Act 2013 provides for the appointment of independent directors.Sub-section (10) of Section 149 of the Companies Act 2013 provides that independentdirectors shall hold office for a term of up to five consecutive years on the board of acompany; and shall be eligible for re-appointment on passing a special resolution by theshareholders of the Company. Further according to Sub-section (11) of Section 149 noindependent director shall be eligible for appointment for more than two consecutive termsof five years. Sub-section (13) states that the provisions of retirement by rotation asdefined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to suchindependent directors.
The Nomination and remuneration committee at their meeting held on 23.03.2015 hasrecommended the appointment of Mr.Arun Agarwal as the Whole-time Director cum CFO and Ms.Kalpana Dhakar as the Independent Woman Director of the company with effect from23.03.2015 for period of 5-years and their appointment will be confirmed by the members atthe Annual general meeting to be held on 30th September 2015 as required under Section149(10). Ms.Kalpana Dhakar is not liable to retire by rotation.
Mr .Sanjeev Bhatjiwalle & Mr Rajendra Barkalle -Director due to personal preoccupation resigned as a director of the company w.e.f. 23.03.2015.
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report. The Board approved theevaluation results as collated by the nomination and remuneration committee.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7 times during the financial year the details of which are given in thecorporate governance report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2015 the Board consists of 5 members. Out of which one is theWhole Time Director three Independent Directors. The Woman Director is also one of theIndependent Directors.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Subsection (3) of Section 178 of the Companies Act 2013adopted by the Board are stated in this Board report. We affirm that the remunerationpaid to the directors is as per the terms laid out in the nomination and remunerationpolicy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.
The Company has organized the following workshops for the benefit of Directors andIndependent Directors:
(a) a program on how to review verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act 2013; and
(d) SEBI Insider Trading Regulation 2015.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a director.
The format of the letter of appointment is available on our websitewww.saboobrothers.com.
COMMITTEES OF THE BOARD
Currently the Board has six committees: 1. Audit Committee 2. Nomination andRemuneration Committee 3. Stake Holders Relationship Committee 4. Share TransferCommittee and 5. Risk Management Committee 6. Corporate Social Responsibility Committee
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Clause 49 of the ListingAgreement.
INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board the independent directors are individually person ofintegrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not a promoter of the Company or its holding subsidiary or associatecompany;
2. They are not directors in the company its holding subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniaryrelationship or transaction with the company its holding subsidiary or associatecompany or their promoters or directors amounting to two per cent. or more of its grossturnover or total income or fifty lakhs rupees or such higher amount as may be prescribedwhichever is lower during the two immediately preceding financial years or during thecurrent financial year;
5. Independent Director neither himself nor any of his relatives
(I) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of
(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent. or more of thegross turnover of such firm;
(iii) holds together with his relatives two per cent or more of the total voting powerof the company; or
(iv) is a Chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five per cent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or
Independent director possesses such qualifications as may by required by the Board.
The Company & The Independent Directors shall abide by the provisions specified inschedule IV of the Companies Act 2013.
RISK MANAGEMENT POLICY:
The company has developed risk management policy mainly covering the following areas:
1. License and policy of the respective government all over the world in connectionwith shares & securities.
2. The Company's risk and control policy is designed to provide reasonable assurancethat objectives are met by integrating management control into daily operation byensuring all the Compliance.
By strictly following the regulatory norms and RBI financial Guidelines the companyeffectively manages the risks and has a focused Risk Management monitoring in place.
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THECOMPANIES ACT 2013
The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under Section 133 of theCompanies Act 2013 ('the Act') read with Rule 7 of the Companies (Accounts) Rules 2014the provisions of the Act (to the extent notified) and guidelines issued by the Securitiesand Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards in the adoptionof these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended March 31 2015the applicable accounting standards have been followed.
2. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.
3. The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors have laid down internal financial controls which are adequate and areoperating effectively.
6. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
At the Annual General Meeting held on 30th September 2014 M/s. C.L. Ostwal & Co.Chartered Accountants were appointed as statutory auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2019.
In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. C.L. Ostwal & Co. CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders.
In this regard the Company has received a certificate from the auditors to the effectthat if they are reappointed it would be in accordance with the provisions of Section 141of the Companies Act 2013.
The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self explanatory and do not call for any comments undersection 134 of the companies Act 2013.
M/s. Ramesh Chandra Mishra & Associates. - Practicing Company Secretaries wereappointed to conduct the secretarial audit of the Company for the financial year 2014-15as required under Section 204 of the Companies Act 2013 and Rules thereunder. Thesecretarial audit report for FY 2014-15 forms part of the Annual Report and part of theBoard's report as Annexure -I
The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates PracticingCompany Secretaries as secretarial auditor of the Company for the financial year 2015-16.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions wherever entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
The Company does not have any subsidiary.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitewww.saboobrothers.com
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any in staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires per-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with theCode.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return is annexed as Annexure -II
The Paid up capital of the Company: Rs. 60962000/- consisting of 6096200 equityshares of face value of Rs.10/- each.
The Board of Directors of the company consists of 5 Directors namely Mr. Anurag SabooMr. Mukesh Sanghvi Mr. Loknath Misra Mr. Arun Agarwal and Ms. Kalpana Dhakar
The secured debt of the company is Nil.
The Promoters holding is consists of 46800 equity shares of Rs.10/- each amounting toRs. 468000 There was no unpaid dividend during the year.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.
Mr. Vijayanand Goyal.- Chartered Accountants is the Internal Auditor of the Company
INVESTOR COMPLAINTS AND COMPLIANCE
All the investor complaints have been duly resolved and as on date no complaints areoutstanding.
HUMAN RESOURCES MANAGEMENT
Your Directors would like to place on record their deep appreciation to all theemployees for rendering quality services in every constituent of the company.
To ensure good human resources management at the company we focus on all aspects ofthe employee lifecycle. This provides a holistic experience for the employee as well.During their tenure at the Company employees are motivated through variousskill-development engagement and volunteering programs.
As per provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure III to the Board's report.
As per the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 none of the employee employed in the company throughout thefinancial year or part thereof in receipt of remuneration of Rs. 60 lakh or more oremployed for part of the year and in receipt of Rs. 5 lakh or more a month.
Under Section 22 & 28 of the Sexual Harassment of Women at the Workplace Act 2013there were no complaints filed against any person or reported.
CORPORATE SOCIAL RESPONSIBILITY
As per the Companies Act 2013 all companies having net worth of ' 500 crore or moreor turnover of Rs. 1000 crore or more or a net profit of Rs.5 crore or more during anyfinancial year are required to constitute a corporate social responsibility (CSR)committee of the Board of Directors comprising three or more directors at least one ofwhom should be an independent director and such Company shall spend at least 2% of theaverage net profits of the Company's three immediately preceding financial year.
The Company presently does not meet with any of the criteria stated herein above.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGEEARNINGS AND OUTGO
The details of conservation of Energy Technology Absorption are not applicable in thecase of the company. However the company took adequate steps to conserve the Energy andused the latest technology.
During the year under review there were no foreign Exchange Earnings. The ForeignExchange out go is Nil.
CERTIFICATE ON CORPORATE GOVERNANCE
Certificate on corporate governance as required by Clause 49 of the Listing Agreementthe M/S Ramesh Chandra Mishra & Associates Company Secretary in Practice has issuedthe certificate on corporate governance is appended as Annexure IV to the Board's report.
PAYMENT OF LISTING FEES
Your company shares are listed on BSE Ltd. the listing fees for the year 2014-15 havebeen paid to the stock exchange. The company has been complying with all the conditionsrequire to be complied with in the listing agreement.
The Directors place on record their appreciation for co-operation and support extendedby the Government Banks Shareholders and Customers for their continued support extendedto the Company at all times.
The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
| ||Sd/- ||Sd/- |
| ||Kalpana Dhakar ||Arun Agarwal |
| ||Director ||Director |
|Place: Udaipur ||(Din No. 05215041) ||(Din No. 03258275) |
|Dated: 30/05/2015 || || |