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Directors Report of Saboo Brothers Ltd.

Mar 31, 2015

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


Mar 31, 2014

The Members,

Saboo Brothers Limited,

UDAIPUR.

The Directors have pleasure in presenting the 35th Annual Report together with Audited Annual Accounts of the Company for the financial year ended 31st March 2014.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended 31st March, 2014 is summarized below: (Amt. in Rs.) PARTICULARS 2013 - 2014 2012 - 2013

Sales 4,61,250 1,25,38,516

Other Income 28,01,053 3,94,235

Total Expenditure 19,25,678 1,47,45,821

Interest and Finance Charges 2,150 830

Miscellaneous expenditure wo 0 0

Depreciation 1,78,457 3,41,697

Bad Debts written off 60,01,433 51,76,621

Profit / (Loss) for the year before Tax (48,45,415) (73,32,218)

Less: Current Tax 0 0

Deferred Tax 0 0

Net Profit/Loss for the year after Tax (48,45,415) (73,32,218)



OPERATIONAL PERFORMANCE & BUSINESS OVERVIEW

During the year under review the company continued its business activities and sales for the year ended 31st March, 2014 was of Rs.4,61,250/- . As compared to last year income from operations has been decreased this year. The operating loss has been decreased from Rs.7332218 to Rs.4845415.

As reported in previous year as well, continuous technological upgrading and assimilation of latest technology has been going on in the cement industry. The market environment continues to be very competitive where the company has faced intense competition from other players, the outlook for the industry does not appear to be very encouraging. The Company has also been exploring new business opportunities for improving its financial performance.

The Working capital requirement and new market forced the company to adequately adjust the outputs. The Company tried its best to be debt free.

TRANSFER TO RESERVES

Due to the losses suffered by the Company during the year, no amount has been proposed to be transferred to Reserves.

DIVIDEND

Considering the Losses during the year, the Board decided not to recommend any dividend for the year 2013-2014.

FIXED DEPOSITS

During the year 2013- 2014, the Company has not accepted or renewed any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AUDITOR

The present Auditors M/s. Pathak Anup & Associates, Chartered Accountants have expressed their unwillingness for re-appointment as Statutory Auditors of the Company. Therefore the Board proposed to appoint M/s. C.L.Ostwal & Co., Chartered Accountants as Statutory Auditors of the Company.

The necessary Resolution seeking your approval for appointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217 (3) of the companies Act, 1956.

DIRECTORS

The Board has ratified the appointment of the Independent Director''s namely Mr. Sanjeev Bhatjiwale, Mr. Mukesh Sanghvi and Mr. Loknath Mishra for a period of five years from the end of the 35th Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 134 (5) of the Companies Act, 2013, corresponding to section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit and loss of the Company for the year ended on that date under review;

(ii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern'' basis.

(v) the internal financial controls laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adherence by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

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 or 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 , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4) None of the relatives of the Independent Director has 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 lakh 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 or has held the 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 an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of— (iii)

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal 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;

(ii) Holds together with his relatives two per cent. or more of the total voting power of the company; or

(iii)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

6) Independent director possesses such qualifications as may be directed by the Board.

7) The Company & the Independent Directors shall abide by the provisions specified in schedule IV of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee consisting of Three (3) of Independent Directors Mr. Mukesh Sanghvi, being the Chairman of the Committee, Mr. Sanjeev Bhatjiwale and Mr. Loknath Mishra are members of the Committee.

The Gist of the Policy of the said committee:

1) For Appointment of Independent Director (ID):

a) Any person who is between the age of 25 years and below 75 years eligible to become ID;

b) He has to fulfill the requirements as per section 149 of the Companies Act, 1956 read with cl. 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 Trading policy of the Company;

e) ID should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f) ID should be able to devote time for the Board and other meetings of 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 of the company at the Annual Meeting.

EXTRACT OF ANNUAL RETURNS as on financial year ended on 31st March, 2014

1) The Paid up capital of the Company: Rs. 6,09,62,000 consisting of 6096200 equity shares of face value of Re.10/- each.

2) The Board of Directors of the company consists of 5 Directors. Out of which 1 Executive director -Mr. Rajendra Barkalle, 2 Non- Executive directors- Mr. Anurag Saboo and Mr. Mukesh Sangahvi and 2 Independent directors-Mr. Sanjeev Bhatjiwale and Mr. Loknath Mishra.

3) The secured debt of the company is Nil.

4) The Promoters holding is consists of 46,800 equity shares of Re.10/- each amounting to 0.77%.

RISK MANAGEMENT POLICY

The company has developed Risk Management Policy mainly covering the following areas of concerns :

i) License and policy of respective government all over the world in connection with shares and securities.

ii) The Company''s risk and control policy is designed to provide reasonable assurance that objectives are meet by integrating management control into daily operation, by ensuring all the Compliance.

SCHEME OF ARRAGNMENT

The Scheme of arrangement relating to merger of M/s. Bohra Industries Limited with the Company was not considered favorably by the Stock Exchange.

The Company has once again re-presented the matter with the exchange for consideration.

ENLARGEMENT OF OBJECT

The Board recommended the enlargement of its object and accordingly will be seeking the approval of the members by way of Postal Ballot.

RELATED PARTY TRANSACTIONS:

Details of related party transactions as per section 188 of the Companies Act, 2013 are given in the Auditor''s report and annexures thereto.

DETAILS RELATING TO LOANS AND INVESTMENTS:

Details relating to section 186 of the Companies Act, 2013 with regards to loans & investment made by the company are given in detail in the Auditor''s Report and the annexures thereto.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS STATEMENT

As per clause 49 of the Listing Agreement entered into with the Stock Exchange, Corporate Governance Report with auditors'' certificate thereon and Management Discussion and Analysis are attached and form part of this report.

PARTICULARS OF EMPLOYEE REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956.

None of the employee is covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

The information required in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in an Annexure to this report.

PERFORMANCE OF THE BOARD AND COMMITTEE:

During the year under review, the performance of the Board & Committee and Individual Director(s) based on the below parameters satisfactory:

1) Most of the Directors attended the Board meeting;

2) The remunerations paid to executive Directors strictly as per the company and industry policy.

3) The Independent Directors only received sitting fees.

4) The Independent Directors contributed a lot based on their experience and knowledge and Independent views.

5) The Credit Policy, Loan Policy and compliances were reviewed;

6) Implementation of Risk Management Policy

BANK AND FINANCIAL INSTITUTIONS

Directors are thankful to their bankers for their continued support to the company.

HUMAN RESOURCES

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company.

ACKNOWLEDGEMENT:-

Your Directors place on record their gratitude for the valuable assistance and co-operation extended by the Government and Government Agencies, Bankers, Valued Customers, shareholders and Employees of the Company and look forward their continuous support in future also.

For and on behalf of the Board

Sd/- Rajendra Barkalle Place: Udaipur Date:28th May, 2014


Mar 31, 2013

To, The Members of Saboo Brothers Limited,

UDAIPUR.

The Directors have pleasure in presenting the 34th Annual Report together with Audited Annual Accounts of the Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

PARTICULARS 2012 - 2013 2011 - 2012

Sales 125.38 62.63

Other Income 3.94 10.29

Total Expenditure 147.45 83.64

Interest and Finance Charges 0.008 0.08

Miscellaneous expenditure wo 0 0

Depreciation 3.41 3.69

Bad Debts written off 51.77 0

Profit / (Loss) for the year before

Tax -73.32 -14.49

Less: Current Tax 0 0

Deferred Tax 0 0

Net Profit/Loss for the year after

Tax -73.32 -14.49

OPERATIONAL PERFORMANCE & BUSINESS OVERVIEW

During the year under review the company continued its business activities and sales for the year ended 31st March 2013 was of Rs. 125,38,000. Because of recession and slow down in the business forced the company to slowdown its expansion plan.

As reported in previous year as well, continuous technological upgrading and assimilation of latest technology has been going on in the cement industry. The market environment continues to be very competitive where the company has faced intense competition from other players, the outlook for the industry does not appear to be very encouraging. The Company has also been exploring new business opportunities for improving its financial performance.

The Working capital requirement and new market forced the company to adequately adjust the outputs. The Company tried its best to be debt free.

As was reported during previous year, lease of the factory land & building had expired in earlier year and despite company''s best efforts, the same could not be renewed for further period and therefore the company is arranging for vacating the leased factory land & building as per the terms of lease agreement. The company continues to carry on its activities in a modest way from this site and is actively searching for alternative site for its operations.

TRANSFER TO RESERVES

Due to unabsorbed losses no amount has been proposed to be transferred to Reserves.

DIRECTORS

Mr. Shree Gopal Saboo Director cease to be the Directors of the Company as he resigned on 8th December 2012. Mr. Mahesh Ajmera - Director and Mr. Krishan Murari Somani - Director cease to be the Directors of the Company as they resigned on March 11,2013.

Mr. Rajendra Barkalle appointed as Director cum Managing Director of the Company, Mr. Sanjeev Bhatjiwale and Mr. Lokanath Mishra appointed as Independent Directors of the Company with effect from 25th February, 2013.

The members at their meeting held on 25th March 2013 approved, Mr. Rajendra Barkalle appointed as Director cum Managing Director of the Company. Mr. Sanjeev Bhatjiwale and Mr. Lokanath Mishra appointed as Independent Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 of the Companies Act, 1956, your Directors hereby confirm that during the period ended 31st March 2013:

i) In the preparation of annual accounts of the company, the applicable Accounting Standards have been followed along with proper explanation to material departure, if any;

ii) Appropriate Accounting Policies have been selected 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 & Loss of the Company for that period.

iii) To the best of our knowledge and information, we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Annual Accounts have been prepared on a "going concern" basis.

DIVIDEND

Considering the Income, the Board decided not to recommend any dividend for the year 2012-2013.

FIXED DEPOSITS

During the year 2012- 2013, the Company has not accepted or renewed any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITOR

The retiring Auditors M/s. Pathak Anup & Associates, lndore expressed their willingness to continue as Statutory Auditor of the Company if re-appointed to hold the office till the conclusion of the next Annual General Meeting. They have furnished a certificate to the effect that the proposed re- appointment, is in accordance with the limits specified U/s. 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The Notes to the accounts and Accounting Policies referred in auditors report are self explanatory. The Company has accounted for Leave Encashment and Export benefits on cash basis, as per Company''s accounting policy as given in Point No. (A) of Schedule "27" annexed to the Balance Sheet, which is self explanatory and hence doesn''t call for further explanation .

LISTING OF SHARES

The Company has complied with the requirements of listing agreement with The Bombay Stock Exchange Ltd, Mumbai, during the period under report and shares of the Company are now being traded on the Stock Exchange.

The company has appointed M/s System Support Services, Mumbai, as RTA for equity shares of the Company.

PARTICULARS OF EMPLOYEE REQUIRED UNDER SECTION 217(2A) OF THE COM PAN IES ACT, 1956.

None of the employee is covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

Information in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "A" to this report.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS STATEMENT

As per clause 49 of the Listing Agreement with Stock Exchange, a separate section on Corporate Governance together with a certificate from Company''s Auditors confirming Compliance is set out in the Annexure forming part of this report. Also attached a Management Discussion and Analysis Statement.

ACKNOWLEDGEMENT:-

Your Directors place on record their gratitude for the valuable assistance and co- operation extended by the Government and Government Agencies, Bankers, Valued Customers, shareholders and Employees of the Company and look forward their continuous support in future also.

For and on behalf of the Board

Sd/-

Raje ndra Barkalle

Place: Udaipur

Date:08/07/2013


Mar 31, 2010

The Directors have pleasure in presenting the 31st Annual Report together with Audited Annual Accounts of the Company for the financial year ended 31st March 2010.

Financial Results

(Rs. in Lacs)

PARTICULARS 2009 - 2010 2008- 2009

Sales 75.48 170.32 Other Income 0 00.64 Profit On Sale Of Machinery 50.81 0 Total Expenditure 97.17 172.44 Interest and Finance Charges 1.09 2.30 Miscellaneous expenditure wo 6.7 6.70 Loss on sale of machinery 0 272.33 Depreciation 4.01 4.04 Profit / (Loss) for the year before Tax 17.33 (286.85) Less: Current Tax 0 15 Deferred Tax 0 0 Net Profit for the year after Tax 17.33 (287.00)

ERATIONAL PERFORMANCE

During the year Net Sales / Income from Operations has been decreased as compared to last year. Net Loss of the Company has also been increased due to Loss on sale of Salawas plant. The operating profit has been decreased as compared to last year. The market environment continues to be very competitive where it faced intense competition from low priced brands, the outlook for the industry is positive given the size of the opportunity.

TRANSFER TO RESERVES Due to incurring of losses there is no amount transferred to Reserves.

DIRECTORS Mr. S.G. Saboo and Mr. K.M. Somani Directors of the Company retires by rotation in terms of Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:-As required under Section 217 of the Companies Act, 1956, your Directors hereby confirm that:

i) In the preparation of annual accounts of the company, the applicable Accounting Standards have been followed along with proper explanation to material departure, if any;

ii) Appropriate Accounting Policies have been selected 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 & Loss of the Company for that period.

iii) To the best of our knowledge and information, we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Annual Accounts have been prepared on a "going concern" basis.

DIVIDEND

The Board of Directors of your company are of the view that financial resources of the company be conserved and judiciously utilized for further growth of your Company. The Board therefore decided not to recommend any dividend for the year 2008-2009.

FIXED DEPOSITS

During the year 2009 - 2010, the Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

The Statutory auditors of the company M/s. Jain Sawaimal & Company, Chartered Accountants, Jaipur holds office until the conclusion of ensuing Annual General Meeting, being eligible, offer them selves for reappointment. The Company has received a certificate from them under section 224(1 B) of Companies Act, 1956

AUDITORS REPORT

The Notes to the accounts and Accounting Policies referred in auditors report are self explanatory .The Company has accounted for Leave Encashment and Export benefits on cash basis, as per Companys accounting policy as given in Point No. (A) of Schedule "T" annexed to the Balance Sheet, which is self explanatory and hence doesnt call further explanation. The trading of Company has been suspended since 2001, the Company is in process of complying with the requirements of listing agreement. The company is in process of Appointment of RTA, Publication of Unaudited Result in News papers & Quarterly Compliance with BSE & other Stock Exchanges. The Company is in search of qualified Company Secretary for appointment as compliance officer.

PARTICULARS OF EMPLOYEE REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956. None of the employee is covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO. Information in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "A" to this report.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS STATEMENT

As per clause 49 of the Listing Agreement with Stock Exchange, a separate section on Corporate Governance together with a certificate from Companys Auditors confirming Compliance is set out in the Annexure forming part of this report. Also attached a Management Discussion and Analysis Statement.

ACKNOWLEDGEMENT:-Your Directors place on record their gratitude for the valuable assistance and co-operation extended by the Government and Government Agencies, Bankers, Valued Customers, shareholders and Employees of the Company and look forward their continuous support in future also.

For and on behalf of the Board Sd/- (S.G.SABOO) Chairman Place: Jodhpur Date: August 12th , 2010


Mar 31, 2009

The Directors have pleasure in presenting the 31st Annual Report together with Audited Annual Accounts of the Company for the financial year ended 31st March 2009.

Financial Results

(Rs. in Lacs)

PARTICULARS 2008-2009 2007-2008

Sales 170.32 200.99

Other Income 00.64 00.80

Total Expenditure 172.44 167.41

Interest and Finance Charges 2.30 2.39

Miscellaneous expenditure wo 6.70 6.70

Loss on sale of machinery 272.33 7.00

Depreciation 4.04 24.19

Profit / (Loss) for the year before Tax (286.85) (5.90)

Less: Current Tax 15 0

Deferred Tax 0 0

Net Profit for the year after Tax (287.00) (5.90)



OPERATIONAL PERFORMANCE

During the year Net Sales / Income from Operations has been decreased as compared to last year. Net Loss of the Company has also been increased due to Loss on sale of Salawas plant. The operating profit has been decreased as compared to last year.

The market environment continues to be very competitive where it faced intense competition from low priced brands, the outlook for the industry is positive given the size of the opportunity.

TRANSFER TO RESERVES

Due to incurring of losses there is no amount transferred to Reserves.

DIRECTORS

Mr. S.G. Saboo and Mr. K.M. Somani Directors of the Company retires by rotation in terms of Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:-

As required under Section 217 of the Companies Act, 1956, your Directors hereby confirm that:

i) In the preparation of annual accounts of the company, the applicable Accounting Standards have been followed along with proper explanation to material departure, if any;

ii) Appropriate Accounting Policies have been selected 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 & Loss of the Company for that period.

iii) To the best of our knowledge and information, we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Annual Accounts have been prepared on a "going concern" basis.

DIVIDEND

The Board of Directors of your company are of the view that financial resources of the company be conserved and judiciously utilized for further growth of your Company. The Board therefore decided not to recommend any dividend for the year 2008-2009.

FIXED DEPOSITS

During the year 2008 - 2009, the Company has not accepted any deposits in terms of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

The Statutory auditors of the company M/s. Jain Sawaimal & Company, Chartered Accountants, Jaipur holds office until the conclusion of ensuing Annual General Meeting, being eligible, offer them selves for reappointment. The Company has received a certificate from them under section 224(1 B) of Companies Act, 1956

AUDITORS REPORT

The Notes to the accounts and Accounting Policies referred in auditors report are self explanatory .The Company has accounted for Leave Encashment and Export benefits on cash basis, as per Companys accounting policy as given in Point No. (A) of Schedule "T" annexed to the Balance Sheet, which is self explanatory and hence doesnt call further explanation.

The trading of Company has been suspended since 2001, the Company is in process of complying with the requirements of listing agreement.

The company is in process of Appointment of RTA, Publication of Unaudited Result in News papers & Quarterly Compliance with BSE & other Stock Exchanges.

The Company is in search of qualified Company Secretary for appointment as compliance officer.

PARTICULARS OF EMPLOYEE REQUIRED UNDER SECTION 217{2A) OF THE COMPANIES ACT, 1956.

None of the employee is covered under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

Information in accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure "A" to this report.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS STATEMENT

As per clause 49 of the Listing Agreement with Stock Exchange, a separate section on Corporate Governance together with a certificate from Companys Auditors confirming Compliance is set out in the Annexure forming part of this report. Also attached a Management Discussion and Analysis Statement.

ACKNOWLEDGEMENT:-

Your Directors place on record their gratitude for the valuable assistance and co-operation extended by the Government and Government Agencies, Bankers, Valued Customers, shareholders and Employees of the Company and look forward their continuous support in future also.

For and on behalf of the Board

(S.G.SABOO)

Chairman

Place: Jodhpur

Date: August 30th, 2009

 
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