Your Directors are pleased to present 36th Annual Report together withAudited Standalone Financial Statements of Accounts for the Year ended 31stMarch 2017.
The Company's financial performance for the year ended March 31 2017 is summarizedbelow:
| ||2016-17 ||2015-16 |
|PARTICULARS ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
|Total Income ||156.32 ||157.23 |
|Total Expenditure ||48.18 ||51.82 |
|Profit Before Exceptional and ||108.14 ||105.41 |
|Extraordinary items || || |
|Exceptional and Extraordinary Items ||- ||- |
|Profit Before Tax ||108.14 ||105.41 |
|Tax Expenses ||34.56 ||32.57 |
|Profit after Tax Brought Forward ||73.58 ||72.84 |
During the year under review your Company had net revenue of Rs. 156.32 Lakhs asagainst Rs. 157.23 Lakhs in the previous year. The Profit before Tax amounted to Rs. 73.58Lakhs as against Rs. 72.84 Lakhs in the previous year.
There have been no material changes in the nature of business during the period underreview.
After considering the financial results for the financial year your Directors are ofthe opinion that it is prudent that no dividend be declared for the year under review sothat the profits earned in the financially ear can be ploughed back and utilized towardsvarious growth and other expansion plans.
TRANSFER TO RESERVES
During the Year under review the Company has not transferred any amount to GeneralReserve and the credit balance of Profit and Loss account of Rs. 73.58 Lakhs istransferred to Reserves & Surplus in the Balance Sheet.
The Company has not accepted any fixed deposits from the public falling within theambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits)Rules 2014 and as such no amount as principal or interest was outstanding as on theBalance sheet date.
There is no change in the share capital of the Company during the year 2016-17. Therewas no public issue rights issue bonus issue or preferential issue etc. during the year.The Company has not issued any shares with differential voting rights sweat equity sharesnor has it granted any stock options.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Mr. Sagar Bipinchandra Ruparelia Executive Director in the capacity of ManagingDirector and Ms. Rohini Girish Sehgal Executive Director in the capacity of Whole-timeDirector had resigned with effect from 14th February 2017. Mr. Priyank Arvind Shah witheffect from 10th March 2017 and Mr. Tejas Nagindas Mehta with effect from 13th March2017 both had resigned from the position of Independent Directors of the Company. TheBoard of Directors presents their heartiest appreciation for the assistance andcontribution provided by them during their tenure with the Company.
Further Mr. Manojkumar Somani Mr. Kiran Dattataraya Walke Mr. Hemant Chavan Mr.Nikhil Gulabchand Shah Mrs. Komal Doshi were appointed as the Additional Directors intheir respective capacities with effect from 14th February 2017 to hold the office tillthe ensuing Annual General Meeting of the Company or the date by which it should have beenheld whichever is earlier.
In relation to above mentioned appointments of Directors being eligible for appointmentas such the Company has received notices in writing purposing their candidature for thesame. Thus Board recommends the Ordinary Resolutions set out in the Notice for theapproval by members of the Company.
Ms. Chenta Tiwari was resigned from the position of Company Secretary of the Company.In replacement of her Ms. Anu Bala has been appointed as the Company Secretary cumCompliance officer of the Company with effect from 10th March 2017.
REMUNERATION TO KEY MANAGERIAL PERSONNEL
The Company has paid remuneration to Key Managerial Personnel during the year underreview within the limits as specified in the Companies Act 2013 details of which formspart of the Corporate Governance Report.
REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178
Information regarding Director's Remuneration Policy and criteria for determiningqualifications positive attributes independence of a director and other matters providedunder section 178(3) are provided in the Corporate Governance Report.
Major criteria defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company is available on the website of the Company:www.saibabainvest.co.in
DECLARATION BY AN INDEPENDENT DIRECTORS
The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of Independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations2015.
Every new Independent Director of the Company attends a Familiarization Programme. Thedetails of programme for familiarization of Independent Directors with the Company theirroles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company www.saibabainvest.co.in.
The Company recognizes and embraces the benefits of having a diverse Board to enhancethe quality of its performance. The Board Diversity Policy aims to set out the approach toachieve diversity on the board of directors of the Company. The Board Diversity policy isavailable on the Company's website at www.saibabainvest.co.in.
Board of Directors:
During the financial year 2016-17 the Board met 10 times.
Currently the Board has three committees viz. the Audit Committee the Nomination andRemuneration Committee and Stakeholders Relationship Committee. A detailed note on theBoard and its committees is provided under the Corporate Governance report section in thisannual report. The gap between any two meetings has not been more than 120 days asprescribed by the Companies Act 2013.
During the Financial Year 2016-17 all the three committees met 4 times. The gapbetween any two meetings has not been more than 120 days as prescribed by the CompaniesAct 2013.
PERFORMANCE EVALUATION OF BOARD COMMITTEES &DIRECTORS
Annual performance evaluation of Board its committees (namely Audit CommitteeNomination and Remuneration Committee and Stakeholders Relationship Committee) and all theDirectors individually has been done in accordance with the Performance EvaluationFramework adopted by the Nomination and Remuneration Committee of the Company.
The Performance Evaluation Framework sets out the performance parameters as well as theprocess for performance evaluation to be followed. Performance evaluation forms werecirculated to all the Directors to record their evaluation of the Board its Committeesand Non-executive Directors of the Company.
The Board of Directors reviewed the performance of Independent Directors and Committeesof the Board. Nomination and Remuneration Committee also reviewed performance of theCompany and every Director.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms:
(i) In the preparation of the Annual Financial Statements for the year ended March 312017 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;.
(ii) the directors had 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/loss of the company for that period;.
(iii) the directors had taken proper and sufficient care for 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.
(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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and (vi) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
AUDITORS AND AUDITORS' REPORT
Pursuant to the provisions of section 139(8) of the Companies Act 2013 and the rulesmade there under M/s S. Agarwal & Co. Chartered Accountants New Delhi (FRN:000808N) were appointed as the Statutory Auditors of the Company to fill the casualvacancy caused by the resignation of M/s P.M. Shah & Co. Chartered Accountants tohold office until the conclusion of the Annual General Meeting to be held for financialyear 2020-2021 by the members by passing an Ordinary Resolution through Postal Ballotconducted on 9th May 2017.
Accordingly members are requested to ratify the appointment of M/s S. Agarwal &Co. Chartered Accountants as statutory auditors of the Company for the Financial Year2017-18 and to fix their remuneration.
Further the auditor's report contains following Emphasis of the Matter
(a)The company is required to get registered with the RBI as non Banking financecompany as required under section 45 IA of the Reserve Bank of India Act 1934 and therules made there under which has not been complied with.
The core business activity of the company is Infrastructure Development. Since thecompany did not find any viable projects the idle funds were given as loans in the bestinterest of the stakeholders.
Though the company fulfills the criteria of Section 45IA of the RBI Act 1934 we didnot apply for the registration as the main object of the company was not financing butInfrastructure Development and the company is in the process of seeking the projectssuitable to the objects of the company.
(b) The company has not complied with the requirement of Internal Audit as mandated bysection 138 of the Companies Act 2013.
The Company has appointed Ms. Leena Mehta as the Internal Auditor in compliance withsection 138 of the Companies Act 2013 but due to unavoidable circumstances she has notsubmitted any report to the Company.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as an Annexure-I to the Board'sReport.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s V Kumar and Associates Company Secretaries to undertake theSecretarial Audit of the Company for the Financial Year 2016-
17. The Secretarial Audit Report (e-form MR-3) is annexed herewith as Annexure-II. Management'spoint-wise explanation to the Auditor's observations:-
a)As per the Principal Business Criteria as defined by RBI for NBFCs this Company isfalling in the definition of NBFC and require the Certificate of Registration of NBFC- Thecore business activity of the company is Infrastructure Development. Since the company didnot find any viable projects the idle funds were given as loans in the best interest ofthe stakeholders .Though the company fulfills the criteria of Section 45IA of the RBI Act1934 we did not apply for the registration as the main object of the company was notfinancing but Infrastructure Development and the company is in the process of seeking theprojects suitable to the objects of the company.
b)The Company has not complied with the provisions of Companies Act 2013 to the extentof filling of some of the forms because Company has not made filing of said forms withinprescribed time- The Company will file all the e-forms on time in future.
c) The Company has not complied with the provisions of the Companies Act 2013 to theextent of filing of Form-MGT-14 for approval of financial statement and board report- TheCompany will apply for compounding of the same and the form will be filed after paying thepenalty as prescribed by the authority.
d) The Company has not complied with the provisions of the Companies Act 2013to the extent of preparation of minutes of the Company for FY 2016-17 as the minutes forthe said financial year are incomplete- The Company is maintaining proper minutes. Onlyminutes of one Board meeting left inadvertently. Will be completed by the Company.
e)The Company has not complied with the provisions of the Companies Act 2013 to theextent of signing of financial statement under section 134 and Annual Return in Form MGT-7under section 92 by Company Secretary of the Company-It was left inadvertently.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013.
AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditor's Certificate on Corporate Governance is set out in this Annual Reportas Annexure-V. The Auditor's Certificate for the year 2017 does not contain anyqualification reservation or adverse remark.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013forms part of the notes to the financial statements provided in this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no Related Party Transactions (RPTs) entered into by the Company during theFinancial Year which attracted the provisions of section 188 of the Companies Act 2013.There being no material' related party transactions as defined under regulation 23of SEBI Listing Regulations 2015 there are no details to be disclosed in Form AOC-2 inthat regard.
The Policy on RPTs as approved by the Board is uploaded on the Company's websitewww.saibabainvest.co.in.
PARTICULARS OF EMPLOYEES
There were no employees during the whole or part of the year who wherein receipt ofremuneration in excess of limits as covered under the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Hence no information is required to be appended to this report in this regard.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Since there was no unpaid/unclaimed dividend declared and paid by the Company in pastyears the provisions of Section125 of the Companies Act 2013 do not apply.
SUBSIDIARIES AND ASSOCIATECOMPANIES:
The Company has no subsidiaries and associate companies as on 31stMarch2017.
MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis is set out in thisAnnual Report.
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Corporate Governance annexed as a separate chapter titled CorporateGovernance' has been included in this Annual Report along with the reports on GeneralShareholder Information as a good corporate governance practice.
All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2016-17. A declaration to this effect signed by the ChiefFinancial Officer is set out as Annexure-VI in this Annual Report.
The Chief Financial Officer has certified to the Board with regard to the financialstatements and other matters as required under regulation 17(8) of the SEBI ListingRegulations 2015.
CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION & FOREIGN EXCHANGE
The particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo required to be furnished pursuant to Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are asunder:
Part A and B of the Rules pertaining to conservation of energy and technologyabsorption are not applicable to the Company. The Company has neither earned nor spent anyforeign exchange during the year under review.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has proper and adequate system of internal control to ensure that all theassets are safeguarded and protected against loss from unauthorized use or disposition andthat transaction are authorized recorded and reported correctly. The Company haseffective system in place for achieving efficiency in operations optimum and effectiveutilization of resources monitoring thereof and compliance with applicable laws.
CORPORATE SOCIAL RESPONSIBILITY:
During the year under review the Company does not meet any of the criteria as set outin Section 135 of the Companies Act 2013 and Companies (Corporate Social ResponsibilityPolicy) Rules 2014. Hence the question of furnishing the details of Corporate SocialResponsibility does not arise.
RISK MANAGEMENT POLICY
The Company has laid down a well-defined risk management mechanism covering the riskmapping and trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor variousrisks. The Audit Committee and the Board periodically review the risks and suggest stepsto be taken to manage/ mitigate the same through a properly defined framework.
During the year a risk analysis and assessment was conducted and no major risks werenoticed which may threaten the existence of the company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted the vigil mechanism (Whistle Blower Policy) for Directors andemployees of the Company to report genuine concerns about unethical behavior actual orsuspected fraud or violation of the Company's code of conduct and ethics. During theperiod under review no complaints concerning any unethical behavior actual or suspectedfraud or violation of the Company's code of conduct and ethics has been received by theCompany.
Major scope safeguards and procedure for disclosure for vigil mechanism is availableon the website of the Company: www.saibabainvest.co.in.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS IF ANY:
During the year under review there were no significant material orders passed by theRegulators / Courts which would impact the going concern status of your Company and itsfuture operations.
CHANGE IN REGISTERED OFFICE OF THE COMPANY
The Registered Office of the Company changed from Kaasra No. 111 Bakarawala RoadVillage Mundka New Delhi to D-50 E 3rd Floor kh no-299 Chattarpur EnclaveNew Delhi-110074 with effect from 3rd October 2016.
CHANGE IN CORPORATE OFFICE OF THE COMPANY
During the year under review the Company has shifted its corporate Office fromG-02Marigold Co-operative Housing Society Limited Bldg. No. 3 Plot No. 334 PanchpakhadiAlmedia Road Thane West -
400 601 to Flat No.701 Seventh Floor Divine Jalpa CHS Jambli Galli Borivali (West)Mumbai-400092.
MATERIAL EVENTS OCCURRING AFTER THE DATE OF BALANCE SHEET
The following events occurred after the date of Balance Sheet:-
Re-constitution of Various Committees of the Board
All the three committees of the Board of Directors were re-constituted on 27thApril2017 with the following Composition:-
The Audit Committee comprises of Mr. Nikhil Gulabchand Shah as Chairman and Mr. HemantPadmakarChavan Mrs. Komal Nilesh Doshi as members. The details of term of reference ofthe Audit Committee member dates of meeting held and attendance of the Directors aregiven separately in the Corporate Governance Report.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Mr. Hemant Padmakar Chavan asChairman and Mr. Nikhil Gulabchand Shah Mrs. Komal Nilesh Doshi as members. The detailsof term of reference of the Audit Committee member dates of meeting held and attendanceof the Directors are given separately in the Corporate Governance Report.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of Mrs. Komal Nilesh Doshi asChairman and Mr. Nikhil Gulabchand Shah Mr.Hemant Padmakar Chavan as members. The detailsof term of reference of the Audit Committee member dates of meeting held and attendanceof the Directors are given separately in the Corporate Governance Report.
Change in Registered office of the Company
The Registered Office of the Company changed from D-50 E 3rd Floor KHNo-299 Chattarpur Enclave New Delhi-110074 to T-63 Ground Floor West Patel Nagar NearKhanna Market Delhi-110008 vide a resolution passed through circulation on 13thJuly2017 by the Board of Directors of the Company.
Change in Corporate Office of the Company
The Corporate Office of the Company has been shifted from Flat No.701 Seventh FloorDivine Jalpa CHS JambliGalli Borivali (West) Mumbai-400092 to Trade World C Wingkamala Mills 9th Floor Unit no. 912 Lower Parel (West) Mumbai-400013.
Change in Object Clause of Memorandum of Association of the Company
Pursuant to the provisions of Section 13 of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 the Clause III (A) of Memorandum ofAssociation of the Company dealing with the Main Objects to be pursued by the Company wasamended by passing a Special Resolution through Postal Ballot conducted on 9thMay 2017 in the following manner:-
a)by altering the existing sub clause 2 to delete words relating to investment business& b)by inserting sub-clauses 4 and 5 after existing sub clause 3 to includeagricultural and dairy objects.
Change in Corporate Identification Number (CIN) of the Company
Due to change in the object Clause of Memorandum of Association of the Company newCorporate Identification Number (CIN) was allotted to the Company by the Registrar ofCompanies (ROC) Delhi while registering the altered MOA.
The CIN was changed from L74999DL1981PLC012736 to L01100DL1981PLC012736 witheffect from 5th June 2017.
Sub-division of Equity Shares of Face Value of Rs.10/- each into Rs.1/- each
An Extraordinary General Meeting of the Company was conducted On Monday 10thJuly 2017 at its Corporate Office at Trade World C Wing kamala Mills 9th Floor Unitno. 912 Lower Parel (West) Mumbai- 400013 at 11:00 AM to consider approve and pass anOrdinary Resolution to sub-divide each Equity Share of the Nominal value of Rs.10/-(RupeesTen Only) each in the Capital of the Company being fully paid up into 10 Equity Shares ofNominal value of Rs.1/-(Rupees One only) each as fully paid up. As per the Scrutinizer'sreport and voting results declared on 12th July 2017 the above saidresolution passed by the requisite majority of members of the Company. For the above saidpurpose 28th July 2017 was fixed as the Record Date by the Board of Directorsin its meeting held on 17th July 2017.
Alteration of Clause V of the Memorandum of Association of the Company
Due to Sub-division of Equity Shares at the Extraordinary General Meeting held on 10thJuly 2017 the members of the Company also passed another Ordinary Resolution for thealteration of Clause V (Authorised Share Capital) of Memorandum of the Company to comprise150000000 (Fifteen Crores) Equity Shares of Rs. 1/- each aggregating to Rs.150000000/- (Rupees Fifteen Crore only).
Change in Business Activity
The Company has decided to pursue or start new business activity as depicted in theabove mentioned new object to accelerate the growth of the Company and to increase valuefor the Shareholders of the Company. The Company is planning to enter into horticulturebusiness and for this purpose an agricultural Land has been purchased at NashikMaharashtra.
Also in the coming months Company will enter into trading of garments business.
A copy of Audited Financial Statements of the company is made available to the membersof the Company seeking such information at any point of time and is kept for inspectionby any members of the Company at its Registered Office during business hours.
The Cash Flow Statement for the year 2016-17 is attached to the Balance Sheet.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 tothe BSE where the shares of the Company are listed.
During the year under review there were no cases filed or reported pursuant to thesexual harassment of women at Workplace (Prevention Prohibition and Redressal) Act 2013.
ANNEXURES FORMING A PART OF DIRECTOR'S REPORT
The Annexures referred to in this Report and other information which are required to bedisclosed are annexed herewith and form part of this Report:
|Annexure ||Particulars |
|I ||Extract of the Annual Return in Form MGT-9 |
|II ||Secretarial Audit Report in MR-3. |
|III ||Management Discussion and Analysis Report |
|IV ||Corporate Governance Report |
|V ||Certificate from Practicing Company Secretary on Corporate Governance Report |
|VI ||Certifications of Chief Financial Officer |
Your Company and its Directors wish to sincerely thanks all the customers financialinstitutions creditors etc. for their continuing support and co-operation.
Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the Company and also sincerely thank the shareholders for theconfidence reposed by them in the Company and from the continued support and co-operationextended by them.
By the Order of Board
For Sai Baba Investment and Commercial Enterprises Limited
|Manojkumar Gunvantrai Somani ||KiranDattatrayaWalke |
|Director ||Director |
|DIN: 07721790 ||DIN: 07721797 |
|Date: 30th August 2017 || |
|Place: Mumbai || |