Your Directors are pleased to present 37th Annual Report together withAudited Standalone Financial Statements of Accounts for the Year ended 31stMarch 2018.
The Company's financial performance for the year ended March 31 2018 is summarizedbelow:
| ||2017-18 ||2016-17 |
|PARTICULARS ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
|Total Income ||119.43 ||156.32 |
|Total Expenditure ||233.30 ||48.18 |
|Profit Before Exceptional and Extraordinary items ||(113.87) ||108.14 |
|Exceptional and Extraordinary Items ||- ||- |
|Profit Before Tax ||(113.87) ||108.14 |
|Tax Expenses ||- ||34.56 |
|Profit after Tax Brought Forward ||(113.87) ||73.58 |
During the year under review your Company had net revenue of Rs.119.43 Lakhs as againstRs. 156.32 Lakhs in the previous year. The Loss amounted to Rs. (113.87) Lakhs as againstprofit of Rs. 73.58 Lakhs in the previous year.
There have been no material changes in the nature of business during the period underreview.
Due to absence of profits during the Financial Year 2017-18 no dividend is beingrecommended.
TRANSFER TO RESERVES
During the Year under review due to absence of profits no amount is proposed to betransferred to reserves.
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.
Sub-division of Equity Shares of Face Value of Rs.10/- each into Rs.1/- each
During the year sub-division of each Equity Share having Nominal value of Rs.10/-(Rupees Ten Only) each in the Capital of the Company being fully paid up into 10Equity Shares of Nominal value of Rs. 1/-(Rupees One only) each as fully paid up was done.
There was no public issue rights issue bonus issue or preferential issue etc. duringthe year 2017-18. The Company has not issued any shares with differential voting rightssweat equity shares nor has it granted any stock options.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Mr. Kiran Dattataraya Walke resigned from the directorship as Managing Director of theCompany with effect from 13th March 2018. The Board of Directors presentstheir heartiest appreciation for the assistance and contribution provided by him duringhis tenure with the Company.
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 Companywww.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) Regulations 2015.
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.
MEETINGS OF BOARD AND COMMITTEES
Board of Directors:
During the financial year 2017-18 the Board met 8 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 2017-18 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.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms:
(i) In the preparation of the Annual Financial Statements for the year ended March 312018 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any; (ii) the directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit/loss of the company for thatperiod; (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
The appointment of M/s S. Agarwal & Co. Chartered Accountants New Delhi (FRN:000808N) as Statutory Auditors of the Company has been ratified at the Board Meeting heldon 31st August 2018.
Further the auditor's report dated 31st August 2018 on the FinancialStatements for the F.Y. 2017-18 contains some qualifications. The point-wise management'sreply to the same is as under:-
(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.
(c) The company has invested a sum of Rs 2379827 in Diamond Jewellery which has beentaken as per the Management certification in the absence of Physical verification.
The Company has used its idle funds by investing in Diamond Jewellery and a valid billas issued by consignor/seller has already been provided to the auditors.
(d) The only source of Income to the company is Interest on Loans given to variousparties which is unverifiable in the absence of supporting evidence.
The core business activity of the company is Infrastructure Development. Since thecompany did not find any viable project in the best interest of the stakeholders the idlefunds are given as loans on such terms and conditions as mutually decided by Board ofDirectors and different parties.
(e) The Company has yet to deposit its Income tax of Rs.1745850 for the Ay 2017-18and file its return of Income for the A.Y 2017-18 and also defaulted in payment of tds ofRs 194550.
The Board of Directors have taken note of the same. The return along with Income tax ofRs.1745850 for the Ay 2017-18 and TDS of Rs 194550 for the F.Y. 2017-18 will bedeposited with Income Tax authorities as soon as possible .
(f) The company has written off Rs 18864390 due from Amrapali Aadya Trading andInvestment Pvt Ltd. However no legal action was initiated.
The Company has remained unable to contact Amrapali Aadya Trading and Investment Pvt.Ltd. (Stock Broker/Broker) for the recovery of outstanding Principal amount along withInterest as all its offices and financial assets have been impounded as per SEBI interimOrder no. WTM/MPB/NRO/ 09 /2017 dated 22nd August 2017 in the investigationagainst the said broker.
As all the claims against the said broker are now being entertained by SEBI thereforeafter discussing the matter with one of the SEBI executives the Company has submitted itsclaim through a letter dated 1st June 2018 to SEBI against the said broker.
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 2017-
18. 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 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.
c) The Company has not complied with the provisions of the SEBI (LODR) Regulations2015 with regards to filling of Audited financial results for Quarter/Year ended 31stMarch 2018 within the prescribed time- Due to some uncontrollable circumstancesquarterly and yearly results for the Quarter ended on 31st March 2018 couldnot be submitted with the Stock Exchange within the prescribed timeline.
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 2018 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 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.
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 Section 125 of the Companies Act 2013 do not apply.
SUBSIDIARIES AND ASSOCIATECOMPANIES:
The Company has no subsidiaries and associate companies as on 31st March2018.
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 2017-18. 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 any foreign exchange during the year underreview.
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 read with Companies (Corporate SocialResponsibility Policy) Rules 2014. Hence the question of furnishing the details ofCorporate Social Responsibility 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 theyear a risk analysis and assessment was conducted and no major risks were noticed whichmay 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 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 shifted from Flat No.701 Seventh Floor DivineJalpa CHS Jambli Galli Borivali (West) Mumbai-400092 to Trade World C Wing kamalaMills 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 investmentbusiness & 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.
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).
Re-constitution of Various Committees of the Board
During the year all three committees of the Board of Directors were re-constituted on27thApril 2017 with 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.
MATERIAL EVENTS OCCURRING AFTER THE DATE OF BALANCE SHEET
The following events occurred after the date of Balance Sheet:-
Re-designation of Mr. Nikhil Gulabchand Shah
Due to resignation of Mr. Kiran Dattataraya Walke and for smooth running of business ofthe Company it was decided to change designation of Mr. Nikhil Gulabchand Shah fromIndependent Director to Executive Director with effect from 11th April 2018.
Appointment of Mr. Amesh Surajlal Jaiswal as an Additional Independent Director of theCompany
Due to re-designation of Mr. Nikhil Gulabchand Shah it was required to appoint anadditional Director to act as Non-Executive Independent Director to be compliant with theapplicable provisions of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
In view of above Mr. Amesh Surajlal Jaiswal was appointed as an Additional IndependentDirector on the Board with effect from 11th April 2018 subject to approval bythe members at the ensuing general meeting of the Company to hold the office up to thedate of ensuing annual general meeting or the last date on which annual general meetingshould have been held whichever is earlier.
Re-constitution of Various Committees of the Board
Due to above mentioned changes in the composition of Board of Directors of the Companyall the existing committees of the Company were reconstituted by the Board of Directors atits meeting held on 11th April 2018 as under:-
|Names of Committees ||Members |
|Audit Committee ||Mr. Amesh Surajlal Jaiswal (Chairman) |
| ||Mr. Hemant Padmakar Chavan (Member) |
| ||Mrs. Komal Nilesh Doshi (Member) |
|Nomination and Remuneration Committee ||Mr. Hemant Padmakar Chavan (Chairman) |
| ||Mr. Amesh Surajlal Jaiswal (Member) |
| ||Mrs. Komal Nilesh Doshi (Member) |
|Stakeholders Relationship Committee ||Mr. Amesh Surajlal Jaiswal (Chairman) |
| ||Mr. Hemant Padmakar Chavan (Member) |
| ||Mrs. Komal Nilesh Doshi (Member) |
A copy of Audited Financial Statements of the company is made available to the membersof the Company and is kept for inspection by any members of the Company at its RegisteredOffice during business hours.
The Cash Flow Statement for the year 2017-18 is attached to the Balance Sheet.
LISTING WITH STOCK EXCHANGES:
The shares of the Company are listed on Bombay Stock Exchange Ltd. The applicableListing Fee for the Financial Year 2018-19 is still outstanding to be paid as on the dateof this report. The same will be paid along with an interest at the rate of 12% per annumto BSE.
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 ||Nikhil Gulabchand Shah |
|Director ||Director |
|DIN: 07721790 ||DIN: 07154649 |
|Date: 31st August 2018 || |
|Place: Mumbai || |
| ||23 |