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 relativesÂ
(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