The Members of
Sai Baba Investment & Commercial Enterprises Ltd
Your Directors have pleasure in presenting the 35thAnnual Report of the Company alongwith the Audited Statement of Accounts for the year ended 31st March 2016.
1. FINANCIAL RESULTS
The Companys financial performancefor the year ended March 31 2016 is summarizedbelow:
|PARTICULARS ||2015 - 2016 ||2014 - 2015 |
| ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
|Total Income ||157.23 ||129.59 |
|Total Expenditure ||51.82 ||13.70 |
|Profit and Loss Before Tax ||105.41 ||115.89 |
|Less: Provision for Tax ||32.57 ||35.43 |
|Profit after Tax ||72.84 ||80.46 |
|Add: Profit brought forward ||97.15 ||16.69 |
|Balance transferred to Balance Sheet ||169.98 ||97.15 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS
The highlights of the Companys performance are as under:
Revenue of the Company increased from Rs. 12959099/-to Rs. 15723010/-
Net Profit decreased from Rs. 8046121/- to Rs. 7283613/-
Detailed performance of the Company is set out under Management and Discussion Analysisas attached to this Report.
3. CHANGES IN THE NATURE OF BUSINESS IF ANY
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 financial year can be ploughed back and utilized towardsvarious growth and other expansion plans.
5. 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 is transferred to Reserves &Surplus in Balance sheet.
6. FIXED DEPOSITS
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 of principal or interest was outstanding as on theBalance sheet date.
7. SHARE CAPITAL
There is no change in the share capital of the Company during the year 2015-16. 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.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Mr. Dilip Shah and Mr .Sushanth Shetty & Ms. Divya Poojary Directors of yourCompany have resigned from the Board w.e.f. 11th August 2015. Your Board records its deepappreciation for the services rendered by Mr. Dilip Shah and Mr. Sushanth Shetty asExecutive Directors of the Company & Ms. Divya Poojary in the capacity of IndependentDirector of the Company. Mr. Sagar Ruparelia and Ms. Rohini Sehgal were appointed witheffect from 11th August 2015.
Mr. Sagar Ruparelia and Ms. Rohini Sehgal retire by rotation and being eligible haveoffered themselves as Directors of the Company liable to retire by rotation. YourDirectors propose their re-appointment.
Ms. Chetna Tiwari was appointed as Company Secretary and Compliance Officer by Board ofDirectors w.e.f. 10th February 2016.
9. 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.
10. REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178
Information regarding Directors 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
11. 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) Regulations 2015.
12. FAMILIARIZATION PROGRAMME
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 following policies of the Company are attached herewith marked as Annexure IAand Annexure IB:
a) Policy for selection of Directors and determining Directors independence; and
b) Nomination &Remuneration Policy for Directors Key Managerial Personnel andother employees.
13. BOARD DIVERSITY
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 Companys website at www.saibabainvest.co.in
14. MEETINGS OF BOARD AND COMMITTEES
Board of Directors:
During the financial year 2015-16 the Board met 5 times during the financial year.
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 been less than 120 days as prescribedby the Companies Act 2013.
15. 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.
16. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms:
(i) in the preparation of the annual financial statements for the year ended March 312016 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 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 with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
17. AUDITORS AND AUDITORS REPORT
Pursuant to the provisions of section 139 of the Companies Act 2013 and the rules madethereunder M/s. P M Shah & Co Chartered Accountants were appointed by the members atthe 34thAnnual General Meeting to hold office until the conclusion of the 39thannualgeneral meeting subject to ratification by members at each Annual General Meeting.
Accordingly members are requested to ratify the appointment of M/s P M Shah & CoChartered Accountants as statutory auditors of the Company for the year 2016-17 and to fixtheir remuneration.Notes on financial statement referred to in the Auditors Reportare self-explanatory and do not call for any further comments. The Auditors Reportdoes not contain any qualification reservation or adverse remark or disclaimer made bystatutory auditor.
18. 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 II to theBoards Report.
19. SECRETARIAL AUDITOR
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 Ms. Divya Momaya Designated Partner of M/s. SVVS & Associates CompanySecretaries LLP Company Secretaries to undertake the Secretarial Audit of the Company forthe Financial Year 2015-16. The Secretarial Audit Report (e-form MR-3) is annexed herewithas an Annexure-III.
20. 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.
21. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditors Certificate on Corporate Governance is set out in this AnnualReport. The Auditors Certificate for the year 2016 does not contain anyqualification reservation or adverse remark.
22. 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.
23. 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 regulation23 of SEBI Listing Regulations 2015 there are no details to be disclosed in Form AOC-2in that regard.
The Policy on RPTs as approved by the Board is uploaded on the Companys websitewww.saibabainvest.co.in.
24. PARTICULARS OF EMPLOYEES
There were no employees during the whole or part of the year who were in 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.
25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company during the year under review.
26. SUBSIDIARIES AND ASSOCIATE COMPANIES:
The Company has no subsidiaries and associate companies as on 31st March 2016.
27. 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.
28. CORPORATE GOVERNANCE:
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 onGeneral Shareholder Information as a good corporate governance practice.
All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2015-16. A declaration to this effect signed by the ManagingDirector (CEO) of the Company forms part of this Annual Report.
The Managing Director (CEO) and CFO have certified to the Board with regard to thefinancial statements and other matters as required under regulation 17(8) of the SEBIListing Regulations 2015.
29. 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 any foreign exchange during the year underreview.
30. 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.
31. 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.
32. RISK MANAGEMENT POLICY
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Companys enterprise wide risk management framework; and (b) Overseeing that allthe risks that the organization faces such as strategic financial credit marketliquidity security property IT legal regulatory reputational and other risks havebeen identified and assessed and there is an adequate risk management infrastructure inplace capable of addressing those risks.
33. 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 Companys code of conduct and ethics. There hasbeen no change to vigil mechanism (Whistle Blower Policy) adopted by the Company duringthe year 2016.
Major scope safeguards and procedure for disclosure for vigil mechanism is availableon the website of the Company: www.saibabainvest.co.in.
34. 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.
35. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
During the year under review there were no other material events and commitmentsaffecting financial position of the Company occurring after Balance sheet date.
36. STATUTORY DISCLOSURES:
A copy of Audited Financial Statements of the companyis 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.
Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are placed on the Companys website: www.saibabainvest.co.in as anannexure to the Boards Report. A physical copy of the same will be made available toany shareholder on request.
Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 which forms part of the Boards Report will be made availableto any shareholder on request as per the provisions of section 136(1) of the said Act.
The Cash Flow Statement for the year 2015-16 is attached to the Balance Sheet.
37. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 tothe BSE where the shares of the Company are listed.
During the year under review w.e.f.18th December 2015 the trading remained suspendedat BSE Ltd. due to surveillance measures. Bombay Stock Exchange Limited (BSE) vide itsnotice no 20160829-12 dated 29th August 2016 resumed the trading of Equity shares of theCompany with effect from Thursday 1st September 2016.
38. SEXUAL HARRASMENT:
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.
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 order of the Board |
| ||For Sai Baba Investment & Commercial Enterprises Ltd |
| ||Sd/- |
|Place: Mumbai ||SagarRuparelia |
|Date: 03rd September 2016 ||Managing Director |
| ||DIN: 02000356 |