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Directors Report of Sai Baba Investment & Commercial Enterprise Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 34th Annual Report of the Company with the Audited financial statement for the financial year ended 31st March 2015.

1) FINANCIALRESULTS:

The Company's financial performance, for the year ended March 31,2015 is summarised below:

2014- 2015 2013 - 2014 Particulars (Rs. in Lakhs) (Rs. in Lakhs)

Total Income 129.59 44.02

Total Expenditure 13.70 21.78

Profit and Loss Before Tax 115.89 22.23

Less : Provision for Tax 35.43 6.90

Profit after Tax 80.46 15.33

Add : Profit brought forward 16.69 1.36

Balance transferred to Balance Sheet 97.15 16.69

Results of operations and the state of Company's affairs

The highlights of the Company's performance are as under:

* Revenue of the Company increased from Rs. 44,01,503/- to Rs. 1,29,59,099/-

* Net Profit increased from Rs. 15,33,088/- to Rs. 80,46,121/-

This was due to prudent use of capital invested safely at high yielding schemes

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

2) DIVIDEND:

After considering the financial results for the financial year, your Directors are of the opinion that it is prudent that no dividend be declared for the year under review so that the profits earned in the financial year can be ploughed back and utilized towards various growth and other expansion plans.

3) Management's Discussion and Analysis

In terms of the provisions of Clause 49 of the Listing Agreement, the Management's Discussion and Analysis is set out in thisAnnual Report.

Directors' Responsibility Statement

Your Directors state that:

a) In the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the loss of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a 'going concern' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the higheststandards of corporate governance and adhere to the corporate governance requirements set out by SEBI.The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

RISK MANAGEMENT

In accordance with Clause 49 of the Listing Agreement the Board of Directors of the Company are responsible for framing, implementing and monitoring the Risk Management plans of the Company. The Company has a defined "Risk Management Policy" and the same has been approved by the Board of Directors of the Company. The Risk Management Policy is available on the Company's website www.saibabainvest.co.in

INTERNALFINANCIALCONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design oroperations were observed.

BOARD DIVERSITY

The Company recognises and embraces the benefits of having a diverse Board to enhance the quality of its performance. The Board Diversity Policy aims to set out the approach to achieve diversity on the board of directors of the Company. The Board Diversity policy is available on the Company's website at www.saibabainvest.co.in

MEETINGS OF THE BOARD

The Board met 5 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two meetings was within the period prescribed by the CompaniesAct, 2013.

DIRECTORSAND KEY MANAGERIAL PERSONNEL

Mr Dilip Shah and Mr. Sushanth Shetty & Ms. Divya Poojary, Directors of your Company have resigned from the Board w.e.f. 11th August 2015. Your Board records its deep appreciation for the services rendered by Mr Dilip Shah and Mr. Sushanth Shetty as Executive Directors of the Company & Ms. Divya Poojary in the capacity of Independent Director of the Company. Furhter, your directors hereby inform that there are no directors liable to retire by rotation at the ensuingAnnual General Meeting.

Your Board at its Meeting held on August 11, 2015, appointed Mr. Mr. Sagar Ruparelia as an Additional Director to hold office till conclusion of the ensuing Annual General Meeting of the Company. The Company has received a Notice as per the provisions of Section 160(1) of the CompaniesAct, 2013, from a Member proposing the appointment of Mr. Sagar Ruparelia. be also appointed as the Managing Director and Chief Executive Officer of the Company for a term of 3 years wefAugust 11,2015.

At its Meeting held on August 11,2015, your Board appointed Ms. Rohini Sehegal as an Additional Director to hold office till conclusion of the ensuingAnnual General Meeting of the Company. The Company has received a Notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a Member proposing the appointment of Ms. Rohini Sehegal. Ms. Rohini Sehegal be also appointed as the Whole Time Director and Chief Financial Officer of the Company for a term of 3 years wefAugust 11,2015.

The Company has received necessary declarations from all the Independent Directors of the Company under section 149(7) of the CompaniesAct, 2013 confirming that they meet the criteria of independence as prescribed both under theAct and Clause 49 of the ListingAgreement with the Stock Exchanges.

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The CompaniesAct, 2013 states that a formal evaluation needs to be made by the Board and its own performance and that of its Committees and individual directors. Schedule IV of the CompaniesAct, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. Accordingly the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committeesand other individual Directors which includes criteria for performance evaluation of the non-executive directorsand executive directors. On the basis of the policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

Every new Independent Director of the Company attends a familiarisation programme. The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: www.saibabainvest.co.in

The following policies of the Company are attached herewith marked as Annexure IAand Annexure IB: a) Policy for selection of Directors and determining Directors independence; andb) Nomination & Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Committees of the Board

Currently the Board has threecommittees viz. the Audit Committee, the Nomination and Remuneration Committee and Stakeholders Relationship Committee. A detailed note on the Board and its committees is provided under the Corporate Governance report section in this annual report. The Composition of the Committees and compliances, as per the applicable provisions of theAct and Rules are as follows:

Audit Committee:

The Audit Committee as on 31st March 2015 comprises Mr.Dilip P Shah, Mr. Tejas N Mehta and Mr. PriyankA Shah. Further, the committee went through re-consittution on 11thAugust2015 post resignation and new appointments of Directors. The terms of referemce of the Audit Committee have been mentioned in the Corporate Governance Report. All recommendations made by the audit committee during the year were accepted by the Board.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee as on 31st March 2015 comprises Mr.Tejas N Mehta, Mr. PriyankAShah and Mr. Dilip P. Shahl. Further, the committee went through re-consittution on 11thAugust 2015 post resignation and new appointments of Directors. The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is appended as Annexure IB to the Board's Report.

Stakeholders' Relationship Committee:

The company in its Board Meeting dated 14/08/2014 reconstituted its stakeholders's Relationship Committee as on 31st March 2015 comprises Independent Directors namely Mr. Priyank A Shah and Mr.Tejas N Mehta and Sushanth S Shetty. Further, the committee went through re-consittution on 11th August 2015 post resignation and new appointments of Directors.

VIGILMECHANISM

The Company has adopted the Whistleblower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics.The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: www.saibabainvest.co.in

AUDITORSANDAUDITORS' REPORT StatutoryAuditors

M/s Shyam C Agrawal & Co a firm of Chartered Accountants, have expressed their unwillingness to get re- appointed at this Annual general Meeting . .Your Directors propose M/s P. M. Shah & Co, Chartered Accountants to be appointed in place of M/s Shyam C.Agrawal as Statutory Auditor of the Company .whose appointment has been duly approved by the Audit committeeand Board places the matter of appointment before the Sharehodlers for their approval in ensuingAnnual General meeting. In this regard the Company has received a certificate from the auditors that if they are appointed, it would be in accordance with the provisions of Section 141 of theCompaniesAct, 2013.

Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SecretarialAuditor

The Board has appointed M/s. D.S. Momaya& Co., Practising Company Secretary, to conduct Secretarial Audit for thefinancial year 2014-15, as required under Section 204 of the Companies Act, 2013 and rules

thereunder. TheSecretarialAudit Report for the financial year ended March 31,2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation oradverse remark.

M/s. D.S. Momaya& Co., Practising Company Secretary, the Secretarial Auditors of the Company have made certain observations in their Secretarial Audit Report. The Board comments in respect of the same as under:

Observation : The Company has not filed form MGT-10 and the Company has not appointed a Company Secretary under provisions of Companies Act, 2013 and the Complaince officer as required under the SEBI guidelines and partial compliance with listing agreement.

Explanation: Due applicability of new Companies Act, 2013 and increased burden of compliances and non-clarity in many provisions of the Act, Company unintentionally missed out the compliances of filing of Form MGT-10 but after such instance company is very cautious about the compliance of the provisions of theAct and has been regular in all compliances within the time limit as may be prescribed in theAct.

Company being responsible Corporate, definitely desires to appoint a well-qualified Company Secretary in compliance of Section 203 of the Companies Act, 2013 and in this context company is trying to search Company secretary from long duration. Due to deficiency in the number of Company Secretaries, company is not able to appoint Company Secretary pursuant to the provision of section 203 of theAct. Further the Company has also taken an initiative to appoint a well-qualified Company Secretary by approaching the Institute of Company Secretaries of India and very soon, the Company will make suitable appointment to comply with the provisions of section 203 of theAct. Company is regular in all its Listing compliances except at one instance. The Company will ensure due compliance in future.

Conservation of Energy, TechnologyAbsorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, areas under:

i. Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

ii. Foreign Exchange Earnings and Outgo :

Foreign Exchange Earned- Nil Foreign Exchange Used - Nil

Extract ofAnnual Return

Extract ofAnnual Return of the Company in Form MGT-9 is annexed herewith as Annexure III to this Report.

Particulars of Employees and related disclosures

The Company has not paid any remuneration attracting the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is required to be appended to this report in this regard.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Loans given, investment made, guarantees given and securities provided.

2. Details relating to deposits covered under Chapter V of theAct.

3. Issue of employee stock options.

4. Issue of equity shares with differential rights as to dividend, voting or otherwise.

5. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

6. The Company does not have any holding company or any subsidiary hence neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from its holding company or any of its subsidiaries.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

8. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.

9. There were no cases of frauds that has to be reported to theAudit Committee.

ACKNOWLEDGEMENT:

The Board of Directors wishes to place on record their appreciation for the continued support and cooperation extended by Banks, customers, suppliers, financial institution, government authorities and other stakeholders & investors. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

By Order of the Board For SAI BABAINVESTMENT & COMMERCIAL ENTERPRISES LIMITED

sd/-

Sagar Ruparelia DIN: 02000356 Managing Director


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Annual Report of your Company together with the audited statement of accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS - (Rs. In lakhs)

PARTICULARS YEAR ENDED YEAR ENDED 31ST MARCH 31ST MARCH 2014 2013 (Rs. In Lakhs) (Rs. In Lakhs)

Total Income 44.02 3.65

Total Expenditure 21.78 0.40

Profit/Loss before tax 22.23 3.25

Provision for tax - Current Taxes 6.90 0.73

Profit after tax 15.33 2.52

Profit / (Loss) Brought Forward from Previous year 1.36 (1.16)

Proposed Dividend with DDT - -

Profit carried to Balance Sheet 16.69 1.36

DIVIDEND:

Directors do not recommended Dividend for the period ended 31st March 2014 to strengthening the financial strength of the Company.

DIRECTORS

* The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Tejas Nagindas Mehta, Mr. Priyank Arvind Shah & Sushanth Shetty as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013, which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

In accordance with the provisions of Section 149 of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief details of Directors proposed to be appointed/re-appointed as required under Clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

* Mr. Vijay Pandere, Director of the Company has resigned from the Board w.e.f September 4, 2014

LISTING OF SECURITIES AND ALLOTMENT OF EQUITY SHARES

The Company has on December 3, 2013 allotted 1,10,20,000 Equity shares of Rs. 10/- each at par to non-promoter on preferential basis which were issued by the Company pursuant to the special resolution passed by the shareholders on September 30, 2013 The status of Equity shares of the Company visa-vis listing on BSE Limited and Delhi Stock Exchange is as follows:

Equity Shares Listed on

11265000 Delhi Stock Exchange

11265000 BSE Limited

LISTING ON THE BOMBAY STOCK EXCHANGE LIMITED

During the year under review the Board of Directors of the Company has decided to list the securities of the Company on the Bombay Stock Exchange Limited (the BSE) under the Direct Listing route as specified by SEBI after complying with all the regulatory and statutory compliances / guidelines. On June 6, 2014 the Company has received In-Principal approval letter from the BSE for listing of 1,12,65,000 Equity shares of the Company on the BSE platform.

Further to inform that the Company upon receipt of In-Principal approval from the BSE has filed the application for listing of Equity shares of the Company. The approval for the same was received on July 17, 2014

CORPORATE GOVERNANCE

The Company has vigorously striven to follow the best corporate governance practices aimed at building trust among the key stakeholders, shareholders, employees, customers, suppliers and other stakeholders on four key elements of corporate governance - transparency, fairness, disclosure and accountability and the Certificate from Practicing Company Secretary forms a part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms part of this Report.

PARTICULARS OF EMPLOYEES

No employee is covered under the Provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DEPOSITS

The Company has not invited/accepted any deposits from the public during the financial year ended March 31, 2014. There were no unclaimed or unpaid deposits as on March 31, 2014.

INFORMATION UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The particulars relating to conservation of energy and technology absorption required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy and technology absorption, are not applicable to the Company.

DIRECTORS'' REPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000, the Directors confirm that -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanations relating to material departures, if any.

(ii) appropriate accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profits for the financial year from 1st April, 2013 to 31st March, 2014.

(iii) proper and sufficient care has been taken 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.

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS AND AUDITORS'' REPORT

M/s. Shyam C. Agarwal & Co., Chartered Accountants, existing Auditors will retire at the conclusion of the ensuing Annual General Meeting. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014,

M/s. Shyam C. Agarwal & Co., are proposed to be re-appointed as Auditors, to hold office up-to the conclusion of the Annual General Meeting.

Pursuant to the provisions of Companies (Audit and Auditors) Rules, 2014, M/s. Shyam C. Agarwal & Co., has certified that the following:

a. They are eligible for appointment and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and rules/regulations made thereunder;

b. The proposed appointment is as per the term provided under the Companies Act, 2013;

c. The proposed appointment is within the limits laid down by or under the authority of the Companies Act, 2013;

d. There are no proceedings against the audit firm or any partner of the audit firm pending with respect to professional matters of conduct.

The Board of Directors recommends to the shareholders the appointment of M/s. Shyam C. Agarwal & Co, as Auditors of the Company.

The observations and comments given in the report of the Auditors read together with notes to accounts are self explanatory and hence do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

APPOINTMENT OF COMPANY SECRETARY

During the year under review the management of the Company has appointed Mr. Pawan Rajendrasingh Yadav, as the Company Secretary and Compliance officer of the Company. Mr. Pawan Rajendrasingh Yadav is a qualified company secretary and holds a valid membership number as provided by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental authorities, including Ministry of Information and Broadcasting, Department of Telecommunication, Ministry of Corporate Affairs, Stock Exchanges, Depositories and other stakeholders including banks, financial Institutions, viewers, vendors and service providers.

By Order of the Board of Directors

Sd/- Sd/- Mr. Dilip Shah Mr. Tejas Mehta Whole Time Director Director (DIN No- 03077992) (DIN No- 01621454)

Delhi & Mumbai September 3, 2014

 
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