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SAB Industries Ltd.

BSE: 539112 Sector: Infrastructure
NSE: N.A. ISIN Code: INE137M01017
BSE 00:00 | 04 Feb 72.00 0
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NSE 05:30 | 01 Jan SAB Industries Ltd
OPEN 71.90
PREVIOUS CLOSE 72.00
VOLUME 201
52-Week high 73.50
52-Week low 47.15
P/E 67.29
Mkt Cap.(Rs cr) 109
Buy Price 0.00
Buy Qty 0.00
Sell Price 69.90
Sell Qty 10.00
OPEN 71.90
CLOSE 72.00
VOLUME 201
52-Week high 73.50
52-Week low 47.15
P/E 67.29
Mkt Cap.(Rs cr) 109
Buy Price 0.00
Buy Qty 0.00
Sell Price 69.90
Sell Qty 10.00

SAB Industries Ltd. (SABINDUSTRIES) - Director Report

Company director report

Dear Members

The Directors of your Company have pleasure in presenting the AnnualReport on Accounts for the Financial Year ending 31st March 2018.

FINANCIAL HIGHLIGHTS

(rin Lakhs)

Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

Revenue from Operations

2933.78

1933.24

2933.78

1933.24

Other Income

336.93

818.96

336.93

818.96

Total Revenue

3270.71

2752.20

3270.71

2752.20

Profit before Exceptional item depreciation interest & Tax (PBDIT))

350.37

699.94

1349.67

3335.68

Interest & other financial expenses

235.46

158.30

235.46

158.30

Depreciation and amortization expenses

45.30

23.53

45.30

23.53

Profit before Tax(PBT)

69.61

518.11

1068.90

3153.85

Tax Expenses- Current

6.00

56.50

6.00

56.50

Deferred

23.25

6.43

23.25

6.43

Profit after Tax(PAT)

40.35

455.18

1039.65

3090.92

Other Comprehensive Income

2057.59

4713.54

2057.59

4713.54

Total Comprehensive Income for the period

2097.94

5168.72

3097.24

7804.46

Earnings per share -Basic

0.27

3.00

6.85

20.35

-Diluted

0.27

3.00

6.85

20.35

Note: The financial statements of the Company for the year ended 31stMarch 2018 are the first the Company has prepared in accordance with Indian AccountingStandards (Ind AS). The financial statements for the year ended 31st March 2017 have beenrestated in accordance with Ind AS for comparative information.

OPERATIONS AND FUTURE OUTLOOK

During the year under review the Revenue from Operations of theCompany has increased to R 2933.78 lakhs from R 1933.24 lakhs during the previous year onaccount of completion of job contracts. The Company earned a net profit of R 40.35 lakhsduring the year as against R 455.18 lakhs during the previous year. This decrease in netprofits is due to lower interest income and claims.

The Government of India is expected to invest highly in theinfrastructure sector mainly highways renewable energy and urban transport prior to thegeneral elections in 2019. The Government of India is taking every possible initiative toboost the infrastructure sector such as allocation R 5.97 lakh crore (US$ 92.22 billion)for the sector. Railways received the highest ever budgetary allocation of R 1.48 trillion(US$ 22.86 billion). Allocation of R 16000 crore (US$2.47 billion) towards Sahaj BijliHar Ghar Yojana (Saubhagya) scheme. The scheme aims to achieve universal householdelectrification in the country. These initiatives taken by the Government are giving athrust to the Infrastructure Sector.

The Company has been awarded new jobs worth R 17 crore approx. byGovernment Departments which were under progress till 31.03.2018. During the yearexisting projects worth R 8.41 crore has been executed by the company. The Company hasalso submitted fresh tenders which will also substantiate the turnover. Company is also inthe process of reviving its old project i.e. SSL Highway Towers Dera Bassi-HousingProject and exploring to raise capital to meet the future needs for the said project.

SEGMENT REPORT

Your Company has a number of activities in its fold. Its businessactivities include Construction and Engineering Real Estate Information Technology andTrading. The Company is registered with various Government Departments like Uttranchal PWD(B&R) HP PWD (B&R) Madhya Pradesh PWD (B&R) PUDA and other Central Bodiesas Class-1 contractors. This segment presently has the largest share of revenue andprofits in the performance of the Company. This segment also provides consultancy in thefield of civil engineering and preparation and award of claims.

The Infotech Division of the Company undertakes activities of anInternet Service Provider in Punjab Telecom Circle including Punjab Chandigarh Panchkulaand parts of Haryana and Himachal Pradesh.

The other important segment of activities of your Company isDevelopment and Sale of Real Estate. As stated above the Central Government is taking newinitiatives to give a boost to the Real Estate Sector. Though the market growth in housingsector in Northern Region of the Country is presently low however it is likely to pickup in due course of time.

A breakup of the segment-wise performance is given in the 'Notes onAccounts' which forms a part of the Balance Sheet.

FINANCIAL STATUS

There is no change in t he 'Issued and Subscribed Capital' of R151883720 divided into 15188372 equity shares of R 10/- each during the year. Thereare no equity shares with differential rights or sweat equity or ESOP or scheme ofpurchase of Company shares by employees or their trustees.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY

There are no material changes which occurred subsequent to the close ofthe financial year to which the Financial Statements relate and up to the date of report.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

The Company has constituted a Corporate Social Responsibility Committeeand also framed a Corporate Social Responsibility Policy and the same is posted on thewebsite of the Company at http://www.sabindustries.in.

Since the Company does not have net profits in accordance with Section135 of the Companies Act 2013 the Company is not required to undertake any activityunder CSR Rules.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITSSUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company has no Subsidiary or Joint Venture Company during theyear. However there is an Associate by the name of SAB Udyog Limited reportable underSection 129(3) of the Companies Act 2013.

A separate statement related to the Associate Company forms part ofAnnual report in the prescribed Form AOC-1 in compliance with Section 129 and otherapplicable provisions if any of the Companies Act 2013 Consolidated Financial Statementprepared by the Company includes financial information of its Associate Company. TheCompany will provide a copy of Consolidated Annual Report and other document of itsAssociate Company on the request made by any member investor of the Company. The annualaccounts of the Associate Company have been kept for inspection by any Shareholder at theRegistered Office of the Company. The statement is also available on the website of theCompany at http://www.sabindustries.in.

DIVIDEND

Keeping in view the business commitments your Company has decided notto declare any dividend for the year 2017-18.

FIXED DEPOSITS

The Company has not accepted any fixed deposits covered under Chapter Vof the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 (asamended) during the year under review.

CORPORATE GOVERNANCE REPORT- DISCLOSURE REQUIREMENTS

The Company continuously strives to attain high levels of corporateperformance accountability transparency responsibility and fairness in all aspects ofits operations. Transparency in all dealings and providing better services withoutcompromising in any way on integrity and regulatory compliances have been the basicobjectives of corporate governance in the Company. The Corporate Governance practicesfollowed by the Company are enclosed as Annexure to this report.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return as provided under Section 92(3) of theAct is attached in Form No. MGT-9 which forms part of the Boards' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directors'confirm that:

a. in the preparation of the annual accounts for the year ending 31stMarch 2018 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b. the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

c. the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. the Directors had prepared the annual accounts on a going concernbasis;

e. the Directors had laid down internal financial control to befollowed by the Company and that such internal financial controls were adequate and wereoperating effectively; and

f. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control systems and processes of the Company coveroperational efficiency accuracy and promptness in financial reporting compliance withlaws and regulations and development of mature disciplined and effective processes. Theprocesses are also designed to meet the goals of cost schedule functionality andquality thus resulting in higher levels of customer satisfaction.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

Since the last Annual General Meeting following changes have takenplace in the Board of Directors.

- On the recommendation of Nomination & Remuneration CommitteeBoard in its meeting held on 14.02.2018 reappointed Sh. Avinash Sharma as Whole-timeDirector of the Company for a period of five years w.e.f. 01.04.2018 subject to theapproval of members at ensuing Annual General Meeting of the Company.

- As per the provisions of Companies Act 2013 Shri Sanjay Garg(DIN-00030956) Director retires by rotation at the forthcoming Annual General Meetingand being eligible offers himself for re-appointment

B) Declaration by an Independent Director(s) and reappointment if any

A declaration by Independent Directors stating that he/ they meet thecriteria of independence as provided in sub-section (6) of Section 149 of the CompaniesAct 2013 had been taken at the time of their appointment.

C) Formal Annual Evaluation

The Board of Directors has carried out an annual evaluation of its ownperformance and that of the Board committees and individual directors pursuant to theprovisions of the Act and the corporate governance requirements as prescribed bySecurities and Exchange Board of India ("SEBI") under SEBI (LODR) Regulations2015.

The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of the criteria such as the Board compositionand structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the Board afterseeking inputs from the committee members on the basis of the criteria such as compositionof committees effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issue to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.

In a separate meeting of Independent Directors performance ofnon-independent directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors The same was discussed in the Board meeting that followed themeeting of the Independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 5 Board Meetings were held one each on30th May 2017 14th August 2017 14th November 2017 25th November 2017 and 14th February2018.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' appointment and remuneration andother matters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the Directors' Report.

AUDIT COMMITTEE

The Audit & Compliance Committee comprises of three non-executiveDirectors out of which two are Independent Directors.viz. Shri S S Virdi Smt. ManjuLakhanpal and Shri H K Singhal. During the year the committee held four meetings. Otherdetails of the Audit Committee are included in the Corporate Governance Report which formspart of this report.

The Board had accepted all recommendation of the Audit Committee ifany.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FORDIRECTORS AND EMPLOYEES

The Company has formulated and published a Whistle Blower Policy toprovide vigil mechanism for employees including Directors of the Company to report genuineconcerns. The provisions of this Policy are in line with the provisions of Section 177(9)of the Act and the Regulation 22 of SEBI (LODR) Regulations 2015.

There are no cases reported during the year.

NOMINATION AND REMUNERATION COMMITTEE

The committee has been constituted to review and recommend compensationpayable to the whole-time directors including Chairman and senior management of theCompany. The committee reviews the overall compensation structure and policies of theCompany with a view to attract retain and motivate employees reviewing compensationlevels of the Company vis-a-vis other Companies and industry in general. The Nomination& Remuneration Policy may be accessed on the website of the Company athttp://www.sabindustries.in.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no Loans/ Guarantee given and Investments made by theCompany during the year exceeding the limits prescribed under Section 186 of the CompaniesAct 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company duringthe Financial Year with related parties were in the ordinary course of business and on anarm's length basis. During the year the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions. Astatement in summary form of transactions with related parties which were all inordinary course of business and arm's length basis is periodically placed before the auditcommittee for review and recommendation to the board for their approval.

The policy on materiality of related party transactions and dealingwith related party transactions as approved by the board is uploaded on the website of theCompany.

Disclosures as required under Indian Accounting Standards (Ind AS-24)have been made in the financial statements of the Company enclosed with this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Board's report.

BUSINESS RISK MANAGEMENT

The risk management includes identifying types of risks and itsassessment risk handling monitoring and reporting which in the opinion of the Board maythreaten the existence of the Company. The Board has formulated the Risk Management Policyto manage risks with the objective of maximizing shareholders value. The Risk ManagementPolicy may be accessed on the website of the Company at http://www.sabindustries.in.

AUDITORS

As per the Provisions of Section 139 of Companies Act 2013 M/s AKR& Associates Chartered Accountants were appointed as Statutory Auditors of theCompany to hold office till the conclusion of Annual General Meeting to be held in thecalendar year 2022 (subject to ratification of their appointment at every AGM). TheCompany has received a certificate from them pursuant to Companies (Audit & Auditors)Rules 2014 read with Section 139 & 141 of the Companies Act 2013 confirming theireligibility for reappointment and that they were not disqualified for reappointment.

In accordance with the Companies Amendment Act 2017 enforced on 7thMay 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The Auditors' Report and Secretarial Auditors' Report do not containany qualifications reservations or adverse remarks. Report of Secretarial Auditors isattached as an annexure which forms part of this report.

LISTING OF SHARES

Equity shares of the Company are listed on BSE Limited and Listing feehas already been paid in pursuance to Regulation 14 of SEBI (LODR) Regulations 2015.

DEMATERIALISATION

The equity shares of your Company are to be compulsorily traded indematerialized form. As on 31.03.2018 a total of 15119256 equity shares representing99.54% of equity share capital have been dematerialized.

INSURANCE

All the assets of the Company have been adequately insured.

PERSONNEL AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5of the Companies (Appointment and remuneration of managerial personnel) rules 2014 isenclosed with this report.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the year underreview.

HEALTH SAFETY AND ENVIRONMENT PROTECTION

Our Company has complied with all the applicable health & Safetystandards environment laws and labour laws and has been taking all necessary measures toprotect the environment and provide workers a safe work environment. Our Company iscommitted for continual improvement in Health & Safety as well as Environmentalperformance by involving all the employees to provide a Safe & healthy workenvironment to all its employees.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy against sexual harassment in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and therules framed thereunder.

During the financial year 2017-18 the Company has not received anycomplaint on sexual harassment and hence no complaints remain pending as on 31st March2018.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) ofthe Companies Act 2013 regarding Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo is not applicable as the Company did not have anymanufacturing facility during the period under consideration. There were no foreignexchange earnings/ outgo during the period.

SECRETARIAL STANDARDS

The company has complied with applicable secretarial standards.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the assistance cooperationand support received by the Company from the Banks Statutory/ Govt. Bodies Customers andShareholders of the Company.

SANJAY GARG

AVINASH SHARMA

Place: Chandigarh

Director

Executive Director

Date: 30.05.2018

DIN-00030956

DIN-02371722