Your Directors are pleased to present the 40th Annual Report of the Companytogether with the Audited Financial Statements for the year ended 31st March2019.
SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
| || |
(Amt. in Rs.)
|PARTICULARS || |
| ||2018-2019 ||2017-2018 |
|Total Income ||8284227 ||16488243 |
|Total Expenditure ||5608985 ||17444166 |
|Profit Before Interest and depreciation ||2675242 ||-955923 |
|Less: Depreciation ||11464 ||11464 |
|Profit After Depreciation ||2663778 ||-967387 |
|Tax ||515000 ||1360 |
|Net Profit/(Loss) After Tax ||2148778 ||-968747 |
Income of the company from operation is of Rs. 4649080/- as compared to Rs. 11984829/-in previous year. Profit/Loss before Tax is Rs. 2663778 as compared to Rs. (967387)/- inprevious year.
In view of the carry forward losses incurred in the earlier years and pursuant tosection 123 of the Companies Act 2013 the board regrets its inability to declare anydividend for the year under review.
TRANSFER TO RESERVES:
The Company proposes to carry Rs. (NIL)/- to the General Reserve of the Company.
As on 31st March 2019 the Company held no deposit in any form from anyone.There were no deposits held by the company as on 31st March 2019 which wereoverdue or unclaimed by the depositors. For the present the Board of Directors hasresolved not to accept any deposit from public.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 with Stock Exchange in India is presented ina separate Annexure -I forming part of the Annual Report.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
Besides trading in fertilizers and their raw material during the year the Companystarted the business of IT an IT enabled services in a modest way and intends to carry itover on a large scale.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
During the year under review there were no material changes and commitments affectingthe financial position of the Company.
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 Subsection (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.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 5 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.
INDEPENDENT DIRECTORS DECLARATION:
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 Regulation 25 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are no promoters of the Company or its holding subsidiary or associatecompany;
2. They are not related to promoters or directors in the company its holdingsubsidiary 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 thetwo immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationshipor transaction with the company its holding subsidiary or associate company or theirpromoters or directors amounting to two per cent or more of its gross turnover or totalincome or fifty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial 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 percent or more of the grossturnover of such firm;
(iii) Holds together with his relatives two percent 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 percent or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the company;
6. Independent Director possesses such qualifications as may be directed by the Board.
7. The Company & the Independent Directors shall abide by the provisions specifiedin Schedule IV of the Companies Act 2013.
SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. The Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shouldbe done by the entire Board of Directors excluding 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 Board approved the evaluation results ascollated by the Nomination and Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review the performance of the Board & Committees andIndividual Director(s) based on the below parameters was satisfactory:
(i) All Directors had attended the Board meetings;
(ii) The remunerations paid to Executive Directors are strictly as per the Company andindustry policy.
(iii) The Independent Directors contributed significantly in the Board and committeedeliberation and business and operations of the Company and subsidiaries based on theirexperience and knowledge and Independent views.
(iv) The Credit Policy Loan Policy and compliances were reviewed periodically;
(v) Risk Management Policy was implemented at all critical levels and monitored by theInternal Audit team who places report with the Board and Audit committee.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Independent Directors of the Company held their meeting on 12thFebruary 2019 reviewed the performance of non- independent directors and the Boardas a whole including the Chairperson of the Company views expressed by the executivedirectors and non-executive directors at various level and quantified the qualityquantity and timeliness of flow of information between the Company management and theBoard and expressed satisfaction.
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 31st March 2019 the Board consists of 6 members. Out ofwhich one is the whole time director one is non-executive 4 are independent directorsand the Woman Director is also one of the Independent Directors.
The policy of the Company on directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided under Sub section (3) of Section 178 of the Companies Act 2013 adoptedby the Board and are stated in this Board report. We affirm that the remuneration paid tothe directors is as per the terms laid out in the nomination and remuneration policy ofthe Company.
COMMITTEES OF THE BOARD:
Currently the Board has four Committees: 1) Audit Committee 2) Nomination andRemuneration Committee 3) Stakeholders Relationship Committee 4) Shares TransferCommittee.
A detailed note on the Board and its Committees is provided under the CorporateGovernance Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the Section 178 of the Companies Act 2013 the Company has set up aNomination and Remuneration and Stakeholders Relationship Committee. A detailed note onthe composition of the Committees is provided in the corporate governance report sectionof this Annual Report.
The Key Features of the Policy of the said committee are as follows:
For Appointment of Independent Director (ID):
a. Any person who is between the age of 25 years and below 75 years eligible to becomeIndependent Director(ID);
b. He has to fulfill the requirements as per section 149 of the Companies Act 2013read with Clause 49 of the Listing Agreement;
c. Adhere to the code of conduct as per Schedule IV to the Companies Act 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Tradingpolicy of the Company;
e. Independent Director should have adequate knowledge and reasonably able tocontribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other meetingsof the company;
g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and
h. Able to review the policy participate in the meeting with all the stakeholders ofthe company at the Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirm:
(i) That in the preparation of the accounts for the financial year ended 31stMarch2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 the year under review;
(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch2019 on a 'going concern' basis.
(v) The internal financial controls are laid and have been followed by the company andthat such controls are adequate and are operating effectively. Such controls meanscontrols and policies and procedures adopted and adhered by the company for orderly andefficient conduct of the business for safeguarding assets prevention and detection offrauds and errors and maintenance of accounting records and timely preparation offinancial statements and review its efficiency.
(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.
RISK MANAGEMENT POLICY:
The company has developed Risk Management Policy mainly covering the following areas ofconcerns
1. Lack of clarity on future Government policies continues to be an area of majorconcern for the industry. The exact impact of this cannot be assessed until the proposedchanges are actually introduced and implemented.
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.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In terms of the provisions of Section 177(9) of the Companies Act 2013 the Companyhas implemented a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any in staying true to our values of Strength Performanceand Passion and in line with our vision of being one of the most respected companies inIndia the Company is committed to the high standards of Corporate Governance andstakeholder responsibility.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board. The Whistle Blower Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern.
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. To maintain its objectivity and independence the InternalAudit 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.
At the Annual General Meeting held on September 30 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.
Pursuant 139 142 of the Companies Act 2013 and the Companies (Audit and Auditors)Rules 2014 and pursuant to the recommendation made by the Audit Committee to the Board ofDirectors M/s. C.L. Otswal & Co. Chartered Accountants having registration no.002850C be and are hereby re-appointed as a Auditors of the Company who shall holdoffice from the conclusion of this 40TH Annual General Meeting for a term of 1 year tillconclusion of the 41st Annual General Meeting to be held in the calendar year 2020 andthat the Board of Directors be and is hereby authorised to fix such remuneration as may bedetermined by the Audit Committee in consultation with the Auditors and that suchremuneration may be paid on a progressive billing basis in addition to reimbursement ofall out-of-pocket expenses as may be incurred in connection with the audit of the accountsof the Company.
The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are selfexplanatory and do not call for any comments undersection 134 of the companies Act 2013.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s. Ramesh Chandra Mishra & Associates Company Secretary in Practice wasappointed to conduct the secretarial audit of the Company for the financial year 2018-19as required under Section 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit Report for F.Y. 2018-19 is Annexure-IV to this Board's Report.
SIGNIFICANT AND MATERIALORDERS PASSED BY THE COURTS/REGULATORS:
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.
CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
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.
RELATED PARTY TRANSACTIONS/CONTRACTS:
The Company has implemented a Related Party Transactions policy for the purposes ofidentification and monitoring of such transactions. The policy on related partytransactions is uploaded on the Company's website.
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.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Loans Guarantees and Investments covered under section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their dedicated serviceand contribution made towards the growth of the company. The relationship with staffcontinues to be cordial.
To ensure good human resources management at the company we focus on all aspects ofthe employee lifecycle. During their tenure at the Company employees are motivatedthrough various skill-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 isAnnexure-V to this Board's report.
In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noemployee(s) drawing remuneration in excess of limits set out in said rules forms part ofthe annual report.
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134(3)(a) of the Companies Act 2013 the details forming partof the extract of the Annual Return is Form MGT-9 is Annexure-II.
A Report on Corporate Governance along with a Certificate from M/s. Ramesh ChandraMishra & Associates regarding compliance with the conditions of Corporate Governanceas stipulated under Clause 49 of the Listing Agreement with Stock Exchange read with therelevant provisions of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 forms part of this Report and Annexure-III to this Board's Report.
DISCLOSURE AS PER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. The Company has not received any complaint underthis policy during the financial year 2018-2019.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to their bankers for their continued support to the company.
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.
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.
INVESTOR COMPLAINTS AND COMPLIANCE
All the investor complaints have been duly resolved and as on date no complaints areoutstanding.
CORPORATE SOCIAL RESPONSIBILITY
As per the Companies Act 2013 all companies having net worth of 500 crore or more orturnover 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.
PAYMENT OF LISTING FEES
Your company shares are listed on BSE Ltd. the listing fees for the year 2019-20 havebeen paid to the stock exchange. The company has been complying with all the conditionsrequire to be complied with in the listing agreement.
Your Directors convey their sincere thanks to the Government Banks and Shareholdersfor their continued support extended to 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.
| ||On behalf of the Board of Directors || |
|Place: Udaipur ||sd/- ||sd/- |
|Dated: 31/07/2019 ||Roop Lal Balai ||Kalpana Dhakar |
| ||Director ||Director |
| ||DIN-08451425 ||DIN-05215041 |