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SAB Industries Ltd.

BSE: 539112 Sector: Infrastructure
NSE: N.A. ISIN Code: INE137M01017
BSE 11:31 | 30 Nov 88.85 -0.05
(-0.06%)
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NSE 05:30 | 01 Jan SAB Industries Ltd
OPEN 88.85
PREVIOUS CLOSE 88.90
VOLUME 1
52-Week high 145.20
52-Week low 67.95
P/E 52.89
Mkt Cap.(Rs cr) 135
Buy Price 83.45
Buy Qty 40.00
Sell Price 88.35
Sell Qty 10.00
OPEN 88.85
CLOSE 88.90
VOLUME 1
52-Week high 145.20
52-Week low 67.95
P/E 52.89
Mkt Cap.(Rs cr) 135
Buy Price 83.45
Buy Qty 40.00
Sell Price 88.35
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 Annual Report on Accountsfor the Financial Year ending 31st March 2022.

FINANCIAL HIGHLIGHTS

(Rs in Lakhs)

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Revenue from Operations - 124.34 - 124.34
Other Income 243.27 300.33 243.27 300.33
Total Revenue 243.27 424.67 243.27 424.67
Profit before Exceptional item depreciation interest & Tax (PBDIT)) (30.88) 120.90 4429.25 2098.02
Interest & other financial expenses 235.09 418.70 235.09 418.70
Profit before Depreciation & Tax (PBDT) (265.97) (297.80) 4194.16 1679.32
Depreciation and amortization expenses 20.64 36.80 20.64 36.80
Profit before Tax (PBT) (286.61) (334.60) 4173.52 1642.52
Tax Expenses - Prior period tax - 1.30 - 1.30
- Deferred 1.28 2.74 1.28 2.74
Profit/ (loss)after Tax(PAT) (287.89) (338.64) 4172.24 1638.48
Other Comprehensive Income 8938.94 3635.17 8938.94 3635.17
Total Comprehensive Income for the period 8651.051 3296.53 13111.18 5273.65
Earnings per share -Basic (1.89) (2.23) 27.43 10.77
-Diluted (1.89) (2.23) 27.43 10.77

Note: The financial statements of the Company for the year ended 31st March 2022are prepared in accordance with Indian Accounting Standards (Ind AS).

OPERATIONS AND FUTURE OUTLOOK

During the year under review there were no Revenue from Operations of the Company asCompared to RS 124.34 lakh in the previous year. The Company has incurred a net loss of Rs287.89 lakh during the year as against net loss R.338.64 lakh during the previous year onaccount of lower scale of operations as Company is concentrating on real estate projectand is not bidding for new projects for the time being considering the outbreak ofCovid-19 pandemic in the country and worldwide. Company is continuously striving tostrengthen its operations in near future. There has been increase in other comprehensiveincome to RS 8938.94 as compared to RS 3635.17 lakh on account of increase in fair valueof Equity Instruments in which Investment is made by the Company on account of overallmarket scenario prevailed.

Your Company has revived its real estate project i.e. SSL Highway Towers measuring25846.73 sq. Mtrs situated on NH-22 Ambala Chandigarh Road Derabassi (Punjab) anindustrial hub and Satellite City for Chandigarh (RERA approved Project vide CertificateNo.PBRWERA-SAS79-PR0409 valid upto 30th September 2023). The work on the project has beenstarted and is expected to be completed as per time frame stipulated In RsERA approvedcertificate. Company has been sanctioned a term loan of RS 25 crores by SBI as a means offinance to meet the future needs of the said project. Company has already incurred a sumof RS 7724.78 lakh out of which amount of RS 2315.50 lakh was incurred during the year.

IMPACT OF COVID-19 PANDEMIC

The Company has taken proactive measures to comply with various directions/regulations/ guidelines issued by the Government and local bodies to ensure safety ofworkforce across all its sites and offices. Based on the internal and external informationavailable till date of approval of the financial results no adjustment is required inthese results. The Company continue to monitor the future developments and outlook. .

SCHEME OF AMALGAMATION

The proposed Scheme for Amalgamation of Steel Strips Limited (Transferor Company) withSAB Industries Ltd. (Transferee Company) and their respective shareholders has beenapproved by Hon'ble NCLT Chandigarh bench vide its order dated 06.10.2021 effective from19.10.2021 with appointed date of 01.04.2019. Board of Directors at its meeting held on 12November 2021 has allotted 21706 (Twenty-One Thousand Seven Hundred and Six only) fullypaid-up equity shares of face value of RS 10/- each to the eligible shareholders of SteelStrips Limited as on Record date i.e. 03.11.2021 in the ratio of 1 (One) fully paid-upequity share of the face value of RS 10/- each of SAB Industries Limited for every 350(Three Hundred Fifty) fully paid up equity shares of RS 10/- each of Steel Strips Limitedheld by the equity shareholders of Steel Strips Limited.

1.5 MW Biogas Power Plant at Moonak

SAB Industries Limited is setting up a 1.5 MW capacity biogas power and bio-fertilizerplant at Moonak (Sangrur) Punjab with capital investment of RS 21 crore. using cow-dungpress mud and poultry litter based on bio-methanation technology under NRSE Policy 2012(New and Renewable Sources of Energy) in technical collaboration with HRG Solution Germanywho have wide experience in setting up similar projects in Europe as well as in India.

The proposed project will qualify for generating electricity from non-conventionalenergy sources defined under New & Renewable Sources of Energy (NRSE) Policy 2012. Itis being promoted in line with Prime Minister Sh. Narendra Modi and Mahatma Gandhi'svision of Clean India under Swacch Bharat Abhiyan as it seeks to clean up Moonak villageand adjoining areas and convert cow-dung poultry litter and other waste into valuableelectricity and fertilizer providing hygienic and healthy living conditions to itshabitats. Using the Biogas of the Biogas plant as a fuel for power generation will avoidGreenhouse-Gas Emission of approx. 7500 tons CO2 per year compared to power productionby a coal based power plant even without considering less logistical effort.Implementation agreement for this project has been signed with Punjab Energy DevelopmentAgency (PEDA). Project promoted by your Company is on hold as Power Purchase agreementsigned with Punjab State Power Corporation Ltd. for evacuation of power produced in thisplant has been terminated by them. Company is contesting this termination in Punjab StateElectricity Regulatory Commission (PSREC).

SEGMENT REPORT

Your Company has a number of activities in its fold. Its business activities includeConstruction and Engineering Real Estate and Information Technology. The Company isregistered with various Government Departments like Uttaranchal PWD (B&R) HP PWD(B&R) Madhya Pradesh PWD (B&R) PUDA and other Central Bodies as Class-1contractors. However the Company is not tendering any bidding under this segment onaccount of prevailing Covid-19 pandemic and other allied market adverse conditions.

The other important segment of activities of your Company is Development and Sale ofReal Estate. As stated above the Central Government is taking new initiatives to give aboost to the Real Estate Sector. Though the market growth in housing sector in NorthernRegion of the Country is presently low however it is likely to pick up in due course oftime.

A breakup of the segment-wise performance is given in the 'Notes on Accounts' whichforms a part of the Balance Sheet.

FINANCIAL STATUS

The Company has issued and allotted 21706 Equity Shares of RS 10/- each allottedpursuant to approved Scheme of Amalgamation of Steel Strips Limited (Transferor Company)with SAB Industries Limited (Transferee Company). The same has been listed and permittedto trade on BSE w.e.f. 17.02.2022 vide BSE Notice No. 20220216-34 dated 16.02.2022 'Issuedand Subscribed Capital' of the Company is increased to RS 152100780 divided into15210078 equity shares of RS 10/- each during the year. The Authorized Share Capitalof the Company has been increased from RS 200000000/- (Rupees Twenty Crore) dividedinto 20000000 (Two Crore) Equity Shares of RS 10/- each to RS 300000000/- (RupeesThirty Crore) divided into 30000000 (Three Crore) Equity Shares of RS 10/- each. 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 FINANCIAL POSITION OF THECOMPANY

There are no material changes which occurred subsequent to the close of the financialyear to which the Financial Statements relate and upto the date of report.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

The Company has constituted a Corporate Social Responsibility Committee and also frameda Corporate Social Responsibility Policy and the same is posted on the website of theCompany at http://www.sabindustries.in

Since the Company does not have net profits in accordance with Section 135 of theCompanies Act 2013 the Company is not required to undertake any activity under CSRRules.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR

Your Company has no Subsidiary or Joint Venture Company during the year. However thereis an Associate by the name of SAB Udyog Limited reportable under Section 129(3) of theCompanies Act 2013.

A separate statement related to the Associate Company forms part of Annual report inthe prescribed Form AOC-1 in compliance with Section 129 and other applicable provisionsif any of the Companies Act 2013 Consolidated Financial Statement prepared by theCompany includes financial information of its Associate Company. The Company will providea copy of Annual Report and other document of its Associate Company on the request made byany member investor of the Company. The annual accounts of the Associate Company havebeen kept for inspection by any Shareholder at the Registered Office of the Company. Thestatement is also available on the website of the Company at http://www.sabindustries.in.

DIVIDEND

Keeping in view the business commitments your Company has decided not to declare anydividend for the year 2021-22.

FIXED DEPOSITS

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

CORPORATE GOVERNANCE REPORT- DISCLOSURE REQUIREMENTS

The Company continuously strives to attain high levels of corporate performanceaccountability transparency responsibility and fairness in all aspects of itsoperations. 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

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 the Companyhas placed a copy of the Annual Return as at March 31 2022 on its website atwww.sabindustries.in. By virtue of amendment to Section 92(3) of the Companies Act 2013the Company is not required to provide extract of Annual Return (Form MGT-9) as part ofthe Board's 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 31st March 2022 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

b. 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 and loss of the company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;

e. the Directors had laid down internal financial control to be followed by the Companyand that such internal financial controls were adequate and were operating effectively;and

f. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control systems and processes of the Company cover operational efficiencyaccuracy and promptness in financial reporting compliance with laws and regulations anddevelopment of mature disciplined and effective processes. The processes are alsodesigned to meet the goals of cost schedule functionality and quality thus resulting inhigher levels of customer satisfaction.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

Since the last Annual General Meeting following changes have taken place in the Boardof Directors:

- Shri Sanjay Garg (DIN: 00030956) Director is appointed/ designated as an AdditionalManaging Director for a period of three years w.e.f. 14.02.2022 on terms as decided bythe Board subject to approval of the shareholders and other approvals as may be requiredto fill the vacancy caused by resignation of Ms. Priya Garg;Managing Director of theCompany w.e.f. 17.09.2021.

- Shri Humesh Kumar Singhal (DIN: 00044328) Non-Executive Director of the Company isdesignated as Independent Director of the Company for a period of five years from01.10.2021 to 30.09.2026 with consent of the shareholders by passing special resolution intheir general meeting held on 30.09.2021.

- As per the provisions of Companies Act 2013 Shri Rajinder Kumar Garg (DIN:00034827) Director retires by rotation at the forthcoming Annual General Meeting andbeing 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 the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013 hadbeen taken at the time of their appointment.

C) Formal Annual Evaluation

The Board of Directors has carried out an annual evaluation of its own performance andthat of the Board committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under SEBI (LODR) Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issue to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspects ofhis role.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 4 Board Meetings were held one each on 11th June202113th August 2021 12th November 2021 and 14th February 2022.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the Directors' Report.

AUDIT COMMITTEE

The Audit & Compliance Committee comprises of three non-executive

Directors all of which 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 if any.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS ANDEMPLOYEE

The Company has formulated and published a Whistle Blower Policy to provide vigilmechanism for employees including Directors of the Company to report genuine concerns. Theprovisions of this Policy are in line with the provisions of Section 177(9) of the Act andthe 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 compensation payable to thewhole-time directors including Chairman and senior management of the Company. Thecommittee reviews the overall compensation structure and policies of the Company with aview to attract retain and motivate employees reviewing compensation levels of theCompany 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 the Company during theyear exceeding the limits prescribed under Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the FinancialYear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. A statement insummary form of transactions with related parties which were all in ordinary course ofbusiness and arm's length basis is periodically placed before the audit committee forreview and recommendation to the board for their approval.

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the board is uploaded on the website of the Company.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of the Board's report.

BUSINESS RISK MANAGEMENT

The risk management includes identifying types of risks and its assessment riskhandling monitoring and reporting which in the opinion of the Board may threaten theexistence of the Company. The Board has formulated the Risk Management Policy to managerisks with the objective of maximizing shareholders value. The Risk Management Policy maybe accessed on the website of the Company at http://www.sabindustries.in.

AUDITORS

As per the Provisions of Section 139 of Companies Act 2013 term of M/s AKR &Associates. Chartered Accountants appointed as Statutory Auditors of the Company in 2017for a period of five years is expiring at ensuing Annual General Meeting.

Audit Committee of the Company in its meeting held on 30/05/2022 had proposedappointment of M/s S.C. Dewan & Co. (FRN:000934N) Chartered Accountants as statutoryauditors of the company. from the conclusion of the forthcoming Annual General Meetingtill the conclusion of Annual General Meeting to be held during the year 2027 M/s S.C.Dewan & Co had more than four decades of experience in the field of Audit Taxationand Advisory Services and has been Auditors to the Company earlier also.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The Auditors' Report and Secretarial Auditors' Report do not contain anyqualifications reservations or adverse remarks. Report of Secretarial Auditors isattached as an annexure which forms part of this report. The Board of Directors haveappointed M/s. S.K. Sikka & Associates practising Company Secretaries as SecretarialAuditor of the Company for the financial year 2022-23.

LISTING OF SHARES

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

DEMATERIALISATION

The equity shares of your Company are to be compulsorily traded in dematerialized form.As on 31.03.2022 a total of 15141398 equity shares representing 99.55% of equity sharecapital 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 5 of the Companies(Appointment and remuneration of managerial personnel) rules 2014 is enclosed with thisreport.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the year under review.

HEALTH SAFETY AND ENVIRONMENT PROTECTION

Our Company has complied with all the applicable health & Safety standardsenvironment laws and labour laws and has been taking all necessary measures to protect theenvironment and provide workers a safe work environment. Our Company is committed forcontinual improvement in Health & Safety as well as Environmental performance byinvolving all the employees to provide a Safe & healthy work environment to all itsemployees.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.

During the financial year 2021-22 the Company has not received any complaint on sexualharassment and hence no complaints remain pending as on 31st March 2022.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 regarding Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo is not applicable as the Company did not have any manufacturingfacility during the period under consideration. There were no foreign exchange earnings/outgo during the period.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the assistance cooperation and supportreceived by the Company from the Banks Statutory/ Govt. Bodies Customers andShareholders of the Company For and on behalf of

Company For and on behalf of
Board of Directors
RAJINDER KUMAR GARG
Place: Chandigarh CHAIRMAN
Date: 30.05.2022 DIN:00034827

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