BOARD'S REPORT TO THE SHAREHOLDERS TO, The Member of SAI BABA INVESTMENT AND COMMERCIAL ENTERPRISES LIMITED Your Directors are pleased to present their 34th Annual Report of the Company with the Audited financial statement for the financial year ended 31st March 2015. Results of operations and the state of Company's affairs The highlights of the Company's performance are as under: • Revenue of the Company increased from Rs. 44,01,503/- to Rs. 1,29,59,099/- • Net Profit increased from Rs. 15,33,088/-to Rs. 80,46,121/- This was due to prudent use of capital invested safely at high yielding schemes No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. 2) DIVIDEND: After considering the financial results for the financial year, your Directors are of the opinion that it is prudent that no dividend be declared for the year under review so that the profits earned in the financial year can be ploughed back and utilized towards various growth and other expansion plans. 3) Management's Discussion and Analysis In terms of the provisions of Clause 49 of the Listing Agreement, the Management's Discussion and Analysis is set out in this Annual Report. Directors' Responsibility Statement Your Directors state that: a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the loss of the Company for the year ended on that date; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the annual accounts on a 'going concern' basis; e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. CORPORATE GOVERNANCE The Company is committed to maintain the higheststandards of corporate governance and adhere to the corporate governance requirements set out by SEBI.The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. RISK MANAGEMENT In accordance with Clause 49 of the Listing Agreement the Board of Directors of the Company are responsible for framing, implementing and monitoring the Risk Management plans of the Company. The Company has a defined "Risk Management Policy" and the same has been approved by the Board of Directors of the Company. The Risk Management Policy is available on the Company's website www.saibabainvest.co.in INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design oroperationswereobserved. BOARD DIVERSITY The Company recognises and embraces the benefits of having a diverse Board to enhance the quality of its performance. The Board Diversity Policy aims to set out the approach to achieve diversity on the board of directors of the Company. The Board Diversity policy is available on the Company's website at www.saibabainvest.co.in MEETINGS OF THE BOARD The Board met 5 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two meetings was within the period prescribed by the Companies Act, 2013. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr Dilip Shah and Mr. Sushanth Shetty & Ms. Divya Poojary, Directors of your Company have resigned from the Board w.e.f. 11th August 2015. Your Board records its deep appreciation for the services rendered by Mr Dilip Shah and Mr. Sushanth Shetty as Executive Directors of the Company & Ms. Divya Poojary in the capacity of Independent Director of the Company. Furhter, your directors hereby inform that there are no directors liable to retire by rotation at the ensuing Annual General Meeting. Your Board at its Meeting held on August 11, 2015, appointed Mr. Mr. Sagar Ruparelia as an Additional Director to hold office till conclusion of the ensuing Annual General Meeting of the Company. The Company has received a Notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a Member proposing the appointment of Mr. Sagar Ruparelia. be also appointed as the Managing Director and Chief Executive Officer of the Company for a term of 3 years wef August 11,2015. At its Meeting held on August 11, 2015, your Board appointed Ms. Rohini Sehegal as an Additional Director to hold office till conclusion of the ensuing Annual General Meeting of the Company. The Company has received a Notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a Member proposing the appointment of Ms. Rohini Sehegal. Ms. Rohini Sehegal be also appointed as the Whole Time Director and Chief Financial Officer of the Company for a term of 3 years wef August 11,2015. The Company has received necessary declarations from all the Independent Directors of the Company under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal evaluation needs to be made by the Board and its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. Accordingly the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committeesand other individual Directors which includes criteria for performance evaluation of the non-executive directorsand executive directors. On the basis of the policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. Every new Independent Director of the Company attends a familiarisation programme. The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: www.saibabainvest.co.in The following policies of the Company are attached herewith marked as Annexure IAand Annexure IB: a) Policy for selection of Directors and determining Directors independence; andb) Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other employees. Committees of the Board Currently the Board has threecommittees viz. the Audit Committee, the Nomination and Remuneration Committee and Stakeholders Relationship Committee. A detailed note on the Board and its committees is provided under the Corporate Governance report section in this annual report. The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows: Audit Committee: The Audit Committee as on 31st March 2015 comprises Mr.Dilip P Shah, Mr. Tejas N Mehta and Mr. PriyankA Shah. Further, the committee went through re-consittution on 11th August 2015 post resignation and new appointments of Directors. The terms of referemce of the Audit Committee have been mentioned in the Corporate Governance Report. All recommendations made by the audit committee during the year were accepted by the Board. Nomination and Remuneration Committee: The Nomination and Remuneration Committee as on 31st March 2015 comprises Mr.Tejas N Mehta, Mr. PriyankAShah and Mr. Dilip P. Shahl. Further, the committee went through re-consittution on 11th August 2015 post resignation and new appointments of Directors. The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is appended as Annexure IB to the Board's Report. Stakeholders' Relationship Committee: The company in its Board Meeting dated 14/08/2014 reconstituted its stakeholders's Relationship Committee as on 31st March 2015 comprises Independent Directors namely Mr. Priyank A Shah and Mr.Tejas N Mehta and Sushanth S Shetty. Further, the committee went through re-consittution on 11th August 2015 post resignation and new appointments of Directors. VIGILMECHANISM The Company has adopted the Whistleblower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics.The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: www.saibabainvest.co.in AUDITORSANDAUDITORS' REPORT Statutory Auditors M/s Shyam C Agrawal & Co a firm of Chartered Accountants, have expressed their unwillingness to get reappointed at this Annual general Meeting . .Your Directors propose M/s P. M. Shah & Co, Chartered Accountants to be appointed in place of M/s Shyam C.Agrawal as Statutory Auditor of the Company .whose appointment has been duly approved by the Audit committeeand Board places the matter of appointment before the Sharehodlers for their approval in ensuing Annual General meeting. In this regard the Company has received a certificate from the auditors that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. Secretarial Auditor The Board has appointed M/s. D.S. Momaya& Co., Practising Company Secretary, to conduct Secretarial Audit for thefinancial year 2014-15, as required under Section 204 of the Companies Act, 2013 and rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation oradverse remark. M/s. D.S. Momaya& Co., Practising Company Secretary, the Secretarial Auditors of the Company have made certain observations in their Secretarial Audit Report. The Board comments in respect of the same as under: Observation : The Company has not filed form MGT-10 and the Company has not appointed a Company Secretary under provisions of Companies Act, 2013 and the Complaince officer as required under the SEBI guidelines and partial compliance with listing agreement. Explanation: Due applicability of new Companies Act, 2013 and increased burden of compliances and non-clarity in many provisions of the Act, Company unintentionally missed out the compliances of filing of Form MGT-10 but after such instance company is very cautious about the compliance of the provisions of the Act and has been regular in all compliances within the time limit as may be prescribed in the Act. Company being responsible Corporate, definitely desires to appoint a well-qualified Company Secretary in compliance of Section 203 of the Companies Act, 2013 and in this context company is trying to search Company secretary from long duration. Due to deficiency in the number of Company Secretaries, company is not able to appoint Company Secretary pursuant to the provision of section 203 of the Act. Further the Company has also taken an initiative to appoint a well-qualified Company Secretary by approaching the Institute of Company Secretaries of India and very soon, the Company will make suitable appointment to comply with the provisions of section 203 of the Act. Company is regular in all its Listing compliances except at one instance. The Company will ensure due compliance in future. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, areas under: i. Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company. ii. Foreign Exchange Earnings and Outgo : Foreign Exchange Earned- Nil Foreign Exchange Used - Nil Extract of Annual Return Extract of Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure III to this Report. Particulars of Employees and related disclosures The Company has not paid any remuneration attracting the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) 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. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. Loans given, investment made, guarantees given and securities provided. 2. Details relating to deposits covered under Chapter V of the Act. 3. Issue of employee stock options. 4. Issue of equity shares with differential rights as to dividend, voting or otherwise. 5. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 6. The Company does not have any holding company or any subsidiary hence neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its holding company or any of its subsidiaries. 7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. 8. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 9. There were no cases of frauds that has to be reported to the Audit Committee. ACKNOWLEDGEMENT: The Board of Directors wishes to place on record their appreciation for the continued support and cooperation extended by Banks, customers, suppliers, financial institution, government authorities and other stakeholders & investors. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company. By Order of the Board For SAI BABA INVESTMENT & COMMERCIAL ENTERPRISES LIMITED sd/- Sagar Ruparelia DIN : 02000356 Managing Director |