| The director have pleasure in presenting the 36th Annul Report of the
company together with the Audited Statement of Accounts for the year
ended 31st March, 2015
PARTICULARS Year Ended Year Ended
31.03.2015 31.03.2014
(Rs.)
Sales & Operating Income 4,10,200 4,61,250
Other Income 25,39,954 2,801,053
Total Expenditure 39,32,539 19,27,828
Gross Income/ (Loss) before Interest, (9,82,385) 13,34,475
Depreciation and Taxation
Depreciation (43,257) (1,78,457)
Bad-Debts w/off - (60,01,433)
Provision for Taxation Nil Nil
Net Profit/(Loss) (10,25,642) (48,45,415)
OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK
Income of the company from operation is of Rs.4,10,200/- as compared to
Rs.4.61.250/- in previous year. Profit before Tax is Rs. (10,25,642)
as compared to Rs.(48,45,415) in previous year.
DIVIDEND
In view of the carry forward losses incurred in the earlier years and
pursuant to section123 of the Companies Act, 2013, the board regrets
its inability to declare any dividend for the year under review.
FIXED DEPOSITS
As on 31.03.2015, the company held no deposit in any form from anyone.
There was no deposit held by the company as on 31.03.2015, which was
overdue or unclaimed by the depositors. For the present the Board of
directors have resolved not to accept any deposits from public.
CORPORATE GOVERNANCE
As per the directions of SEBI and the BSE Ltd., the code of corporate
governance become applicable to the company w.e.f. 2002-03 and
accordingly the company has been adhering to the directions and
guidelines as required. The report on the code of corporate governance
is annexed separately in this Annual report as Annexure IV.
DIRECTORS
The Companies Act, 2013, provides for the appointment of independent
directors. Sub-section (10) of Section 149 of the Companies Act, 2013
provides that independent directors shall hold office for a term of up
to five consecutive years on the board of a company; and shall be
eligible for re-appointment on passing a special resolution by the
shareholders of the Company. Further, according to Sub-section (11) of
Section 149, no independent director shall be eligible for appointment
for more than two consecutive terms of five years. Sub-section (13)
states that the provisions of retirement by rotation as defined in
Sub-sections (6) and (7) of Section 152 of the Act shall not apply to
such independent directors.
The Nomination and remuneration committee at their meeting held on
23.03.2015 has recommended the appointment of Mr.Arun Agarwal as the
Whole-time Director cum CFO and Ms. Kalpana Dhakar as the Independent
Woman Director of the company with effect from 23.03.2015 for period of
5-years and their appointment will be confirmed by the members at the
Annual general meeting to be held on 30th September, 2015 as required
under Section 149(10). Ms.Kalpana Dhakar is not liable to retire by
rotation. company w.e.f. 23.03.2015.
BOARD EVALUATION
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 annual evaluation needs to be made by the
Board of 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.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
evaluation process has been explained in the corporate governance
report section in this Annual Report. The Board approved the evaluation
results as collated by the nomination and remuneration committee.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7 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 any two meetings was within
the period prescribed by the Companies Act, 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board and
separate its functions of governance and management. As on March 31,
2015, the Board consists of 5 members. Out of which one is the Whole
Time Director, three Independent Directors. The Woman Director is also
one of the Independent Directors.
The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Subsection
(3) of Section 178 of the Companies Act, 2013, adopted by the Board,
are stated in this Board report. We affirm that the remuneration paid
to the directors is as per the terms laid out in the nomination and
remuneration policy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation
program. To familiarize the new inductees with the strategy, operations
and functions of our Company, the executive directors / senior
managerial personnel make presentations to the inductees about the
Company's strategy, operations, product and service offerings, markets,
software delivery, organization structure, finance, human resources,
technology, quality, facilities and risk management.
(a) a program on how to review, verify and study the financial reports;
(b)a program on Corporate Governance;
(c) provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015.
Further, at th e time of appointment of an independent director, the
Company issues a formal letter of appointment outlining
COMMITTEES OF THE BOARD
Currently, the Board has six committees:
1. Audit Committee,
2. Nomination and Remuneration Committee,
3. Stake Holders Relationship Committee,
4. Share Transfer Committee and
5. Risk Management Committee
6. Corporate Social Responsibility Committee
A detailed note on the Board and its committees is provided under the
corporate governance report section in this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent
director under Section 149(7) of the Companies Act, 2013, that he/she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
The Independent Directors under section 149 (6) of the Companies Act,
2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary or
associate company;
2. They are not directors in the company, its holding, subsidiary or
associate company.
3. The independent Directors have/had no pecuniary relationship with
company, its holding, subsidiary or associate company,
4. or their promoters, or directors, during the two immediately
preceding financial years or during the current financial year; None of
the relatives of the Independent Directors have or had pecuniary
relationship or transaction with the company, its holding, subsidiary
or associate company, or their promoters, or directors, amounting to
two per cent. or more of its gross turnover or total income or fifty
lakhs rupees or such higher amount as may be prescribed, whichever is
lower, during the two immediately preceding financial years or during
the current financial year; 5. Independent Director, neither himself
nor any of his relatives-
(I) holds position of a key managerial personnel or is or has been
employee of the company or its holding, subsidiary or associate company
in any of the three financial years immediately preceding the financial
year in which he is proposed to be appointed
(ii)is or has been employee or proprietor or a partner, in any of th e
three financial years immediately preceding the company; or or a
consulting firm that has or had any transaction with the company, its
holding, subsidiary or associate company amounting to ten per cent. or
more of the gross turnover of such firm;
(iii) holds together with his relatives two per cent or more of the
total voting power of the company; or
(iv) is a Chief Executive or director, by whatever name called, of any
nonprofit organization that receives twenty-five per cent or more of
its receipts from the company, any of its promoters, directors or its
holding, subsidiary or associate company or that holds two per cent or
more of the total voting power of the company; or Independent director
possesses such qualifications as may by required by the Board.
The Company & The Independent Directors shall abide by the provisions
specified in schedule IV of the Companies Act, 2013.
RISK MANAGEMENT POLICY:
The company has developed risk management control into daily operation,
by ensuring all the Compliance.
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)
(c) OF THE COMPANIES ACT, 2013
The financial statements are prepared in accordance with the Generally
Accepted Accounting Principles (GAAP) under the historical cost
convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under
Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of
the Companies (Accounts) Rules, 2014, the provisions of the Act (to the
extent notified) and guidelines issued by the Securities and Exchange
Board of India (SEBI).® -ndards in th e adoption of these standards.
The directors
1 e;e n f m:;: the annua l accounts fo r the financial year ended March
3, 2015, the applicable accounting st andards have been followed.
2. 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 at the end of the financial year and of the profit and
loss of the Company for that period.
3. The directors have taken proper and sufficient care towards the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
4. The directors have prepared the annual accounts on a going concern
basis.
5. The directors have laid down internal financial controls, which are
adequate and are operating effectively.
6. The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and
operating effectively.
AUDITORS:
STATUTORY AUDITORS
At the Annual General Meeting held on 30th September 2014, M/s. C.L.
Ostwal & Co., Chartered Accountants, were appointed as statutory
auditors of the Company to hold office till the conclusion of the
Annual General Meeting to be held in the calendar year 2019.
In terms of the first proviso to Section 139 of the Companies Act,
2013, the appointment of the auditors shall be placed for ratification
at every Annual General Meeting. Accordingly, the appointment of M/s.
C.L. Ostwal & Co., Chartered Accountants, as statutory auditors of the
Company, is placed for ratification by the shareholders.
In this regard , the Company has received a certificate from the
auditors to the effect that if they are reappointed, it wou ld be in
accordance with the provisions of Section 141 of the Companies Act,
2013.
AUDITORS REPORT made any qualification to the financial statement.
Their reports on relevant notes on accounts are self explanatory and do
not call for any comments under section 134 of the companies Act, 2013.
SECRETARIAL AUDITOR
M/s. Ramesh Chandra Mishra & Associates. - Practicing Company
Secretaries, were appointed to conduct the secretarial audit of the
Company for the financial year 2014-15, as required under Section 204
of the Companies Act, 2013 and Rules there under. The secretarial audit
report for FY 2014-15 forms part of the Annual Report and part of the
Board's report as Annexure -I
The Board ha s re-appointed M/s. Ramesh Chandra Mishra & Associates
Practic ing Company Secretaries, as secretarial auditor of the Company
for the financial year 2015-16.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions wherever entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviors of any form and the Board has laid down the directives to
counter such acts. The Code has been posted on the Company's website
www.saboobrothers.com
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behavior Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with instance of fraud and mismanagement, if any, in
staying true to our values of Strength, Performance and Passion and in
line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any. The FRM Policy ensures
that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a
genuinely raised concern.
Committee and the Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
per-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
SIGNIFICANT AND ATERIAL ORDERS by the regulators or courts or
tribunals impacting the going concern status and Company's operations
in future.
EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3)(a) of the Company Act, 2013, an
extract of the annual return is annexed as Annexure -II
The paid up capital of the Company: Rs. 6,09,62,000/- consisting of
60,96,200 equity shares of face value of Rs.10/- each.
The secured debt of the company is Nil.
The promoter holding is consists of 46,800/- equity shares of Rs.10/-
each amounting to Rs. 4,68,000
There was no unpaid dividend during the year.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable
financial disclosures.
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of internal audit function,
process owners undertake corrective action in their respective areas
and thereby strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
Board.
Mr. Vijayanand Goyal.- Chartered Accountants is the Internal Auditor of
the Company
INVESTOR COMPLAINTS AND COMPLIANCE
All the investor complaints have been duly resolved and as on date no
complaints are outstanding.
HUMAN RESOURCES MANAGEMENT
Your Directors would like to place on record their deep appreciation to
all the employees for rendering quality services in every constituent
of the company.
To ensure good human resources management at the company, we focus on
all aspects of the employee lifecycle. This provides a holistic
experience for the employee as well. During their tenure at the
Company, employees are motivated through various skill-development,
engagement and volunteering programs.
As per provisions of Section 197(12) of the Companies Act, 2013, read
with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is appended as Annexure III to the
Board's report.
As per the Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, none of the employee employed in the
company throughout the financial year or part thereof in receipt of
remuneration of Rs. 60 lakh or more, or employed for part of the year
and in receipt of Rs. 5 lakh or more a month.
Under Section 22 & 28 of the Sexual Harassment of Women at the
Workplace Act, 2013, there were no complaints filed against any person
or reported.
CORPORATE SOCIAL RESPONSIBILITY
As per the Companies Act, 2013, all companies having net worth of Rs. 500
crore or more, or turnover of Rs. 1,000 crore or more or a net profit
of Rs.5 crore or more during any financial year are required to
constitute a corporate social responsibility (CSR) committee of the
Board of Directors comprising three or more directors, at least one of
whom should be an independent director and such Company shall spend at
least 2% of the average net profits of the Company's three immediately
preceding financial year.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND
FOREIGN EXCHANGE EARNINGS AND OUT GO
The details of conservation of Energy, technology Absorption are not
applicable in the case of the company. However the company took
adequate steps to conserve the Energy and used the latest technology.
CERTIFICATE ON CORPORATE GOVERNANCE
Certificate on corporate governance as required by Clause 49 of the
Listing Agreement, the M/S Ramesh Chandra Mishra & Associates, Company
Secretary in Practice has issued the certificate on corporate
governance is appended as Annexure IV to the Board's report.
PAYMENT OF LISTING FEES
Your Company shares listed on BSE Ltd., the listing fees for th e year
2014-15 have bee n paid to th e stock exchange. The company has been
complying with all the conditions require to be complied with in the
listing agreement.
ACKNOWLEDGEMENT
The Director place on record their appreciation for co-operation and
support extend by the Government, Banks, professionalism and
enthusiastic effort displayed by them during the year.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Sd/- Sd/-
Kalpana Dhakar Arun Agarwal
Director Director
Place: Udaipur (Din No. 05215041) (Din No. 03258275)
Dated: 30/05/2015
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