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Directors Report of SAB Industries Ltd.

Mar 31, 2018

Dear Members,

The Directors of your Company have pleasure in presenting the Annual Report on Accounts for the Financial Year ending 31st March 2018.

FINANCIAL HIGHLIGHTS

(in Lakhs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	2933.78	1933.24	2933.78	1933.24
Other Income	336.93	818.96	336.93	818.96
Total Revenue	3270.71	2752.20	3270.71	2752.20
Profit before Exceptional item,	350.37	699.94	1349.67	3335.68
depreciation, interest & Tax (PBDIT))
Interest & other financial expenses	235.46	158.30	235.46	158.30
Depreciation and	45.30	23.53	45.30	23.53
amortization expenses
Profit before Tax(PBT)	69.61	518.11	1068.90	3153.85
Tax Expenses- Current	6.00	56.50	6.00	56.50
Deferred	23.25	6.43	23.25	6.43
Profit after Tax(PAT)	40.35	455.18	1039.65	3090.92
Other Comprehensive Income	2057.59	4713.54	2057.59	4713.54
Total Comprehensive Income	2097.94	5168.72	3097.24	7804.46
for the period
Earnings per share -Basic	0.27	3.00	6.85	20.35
-Diluted	0.27	3.00	6.85	20.35

Note: The financial statements of the Company for the year ended 31st March, 2018, are the first the Company has prepared in accordance with Indian Accounting Standards (Ind AS). The financial statements for the year ended 31st March, 2017 have been restated in accordance with Ind AS for comparative information.

OPERATIONS AND FUTURE OUTLOOK

During the year under review, the Revenue from Operations of the Company has increased to Rs.2933.78 lakhs from Rs. 1933.24 lakhs during the previous year on account of completion of job contracts. The Company earned a net profit of Rs.40.35 lakhs during the year as against Rs.455.18 lakhs during the previous year. This decrease in net profits is due to lower interest income and claims.

The Government of India is expected to invest highly in the infrastructure sector, mainly highways, renewable energy and urban transport, prior to the general elections in 2019. The Government of India is taking every possible initiative to boost the infrastructure sector such as allocation Rs.5.97 lakh crore (US$ 92.22 billion) for the sector. Railways received the highest ever budgetary allocation of Rs.1.48 trillion (US$ 22.86 billion). Allocation of Rs.16,000 crore (US$2.47 billion) towards Sahaj Bijli Har Ghar Yojana (Saubhagya) scheme. The scheme aims to achieve universal household electrification in the country. These initiatives taken by the Government are giving a thrust to the Infrastructure Sector.

The Company has been awarded new jobs worth Rs.17 crore approx. by Government Departments which were under progress till 31.03.2018. During the year, existing projects worth Rs.8.41 crore has been executed by the company. The Company has also submitted fresh tenders which will also substantiate the turnover. Company is also in the process of reviving its old project i.e. SSL Highway Towers, Dera Bassi-Housing Project and exploring to raise capital to meet the future needs for the said project.

SEGMENTREPORT

Your Company has a number of activities in its fold. Its business activities include Construction and Engineering, Real Estate, Information Technology and Trading. The Company is registered with various Government Departments like Uttranchal PWD (B&R), HP PWD (B&R), Madhya Pradesh PWD (B&R), PUDA and other Central Bodies as Class-1 contractors. This segment presently has the largest share of revenue and profits in the performance of the Company. This segment also provides consultancy in the field of civil engineering and preparation and award of claims.

The Infotech Division of the Company undertakes activities of an Internet Service Provider in Punjab Telecom Circle including Punjab, Chandigarh, Panchkula and parts of Haryana and Himachal Pradesh.

The other important segment of activities of your Company is Development and Sale of Real Estate. As stated above, the Central Government is taking new initiatives to give a boost to the Real Estate Sector. Though the market growth in housing sector in Northern Region of the Country is presently low, however, it is likely to pick up in due course of time.

A breakup of the segment-wise performance is given in the ''Notes on Accounts'' which forms a part of the Balance Sheet.

FINANCIAL STATUS

There is no change in t he ''Issued and Subscribed Capital Rs. of R 15,18,83,720 divided into 1,51,88,372 equity shares of Rs.10/each, during the year. There are no equity shares with differential rights or sweat equity or ESOP or scheme of purchase of Company shares by employees or their trustees.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes which occurred subsequent to the close of the financial year to which the Financial Statements relate and up to the date of report.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

The Company has constituted a Corporate Social Responsibility Committee and also framed a Corporate Social Responsibility Policy and the same is posted on the website of the Company at http://www.sabindustries.in.

Since the Company does not have net profits in accordance with Section 135 of the Companies Act, 2013, the Company is not required to undertake any activity under CSR Rules.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

Your Company has no Subsidiary or Joint Venture Company during the year. However, there is an Associate by the name of SAB Udyog Limited reportable under Section 129(3) of the Companies Act, 2013.

A separate statement related to the Associate Company forms part of Annual report in the prescribed Form AOC-1 in compliance with Section 129 and other applicable provisions, if any of the Companies Act, 2013, Consolidated Financial Statement prepared by the Company includes financial information of its Associate Company. The Company will provide a copy of Consolidated Annual Report and other document of its Associate Company on the request made by any member, investor of the Company. The annual accounts of the Associate Company have been kept for inspection by any Shareholder at the Registered Office of the Company. The statement is also available on the website of the Company at http://www.sabindustries.in.

DIVIDEND

Keeping in view the business commitments, your Company has decided not to declare any dividend for the year 2017-18.

FIXED DEPOSITS

The Company has not accepted any fixed deposits covered under Chapter V of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules, 2014 (as amended) during the year under review.

CORPORATE GOVERNANCE REPORT- DISCLOSURE REQUIREMENTS

The Company continuously strives to attain high levels of corporate performance, accountability, transparency, responsibility and fairness in all aspects of its operations. Transparency in all dealings and providing better services without compromising in any way on integrity and regulatory compliances have been the basic objectives of corporate governance in the Company. The Corporate Governance practices followed by the Company are enclosed as Annexure to this report.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return as provided under Section 92(3) of the Act, is attached in Form No. MGT-9, which forms part of the Boards'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors'' confirm that:

a. in the preparation of the annual accounts for the year ending 31st March 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had 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;

c. the Directors had taken proper and sufficient care for 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;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

f. 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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control systems and processes of the Company cover operational efficiency, accuracy and promptness in financial reporting, compliance with laws and regulations and development of mature, disciplined and effective processes. The processes are also designed to meet the goals of cost, schedule, functionality and quality, thus resulting in higher levels of customer satisfaction.

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

Since the last Annual General Meeting, following changes have taken place in the Board of Directors.

- On the recommendation of Nomination & Remuneration Committee, Board in its meeting held on 14.02.2018 reappointed Sh. Avinash Sharma as Whole-time Director of the Company for a period of five years w.e.f. 01.04.2018 subject to the approval of members at ensuing Annual General Meeting of the Company.

- As per the provisions of Companies Act, 2013, Shri Sanjay Garg (DIN-00030956), Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment

B) Declaration by an Independent Director(s) and reappointment, if any

A declaration by Independent Directors stating that he/ they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 had been taken at the time of their appointment.

C) Formal Annual Evaluation

The Board of Directors has carried out an annual evaluation of its own performance and that of the Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (LODR) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors, The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 5 Board Meetings were held, one each on 30th May 2017, 14th August 2017, 14th November 2017, 25th November 2017 and 14th February 2018.

POLICY ON DIRECTORS '' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors'' Report.

AUDIT COMMITTEE

The Audit & Compliance Committee comprises of three nonexecutive Directors out of which two are Independent Directors.viz. Shri S S Virdi, Smt. Manju Lakhanpal and Shri H K Singhal. During the year, the committee held four meetings. Other details of the Audit Committee are included in the Corporate Governance Report which forms part of this report.

The Board had accepted all recommendation of the Audit Committee, if any.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has formulated and published a Whistle Blower Policy to provide vigil mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this Policy are in line with the provisions of Section 177(9) of the Act and the Regulation 22 of SEBI (LODR) Regulations, 2015.

There are no cases reported during the year.

NOMINATION AND REMUNERATION COMMITTEE

The committee has been constituted to review and recommend compensation payable to the whole-time directors including Chairman and senior management of the Company. The committee reviews the overall compensation structure and policies of the Company with a view to attract, retain and motivate employees, reviewing compensation levels of the Company vis-a-vis other Companies and industry in general. The Nomination & Remuneration Policy may be accessed on the website of the Company at http://www.sabindustries.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no Loans/ Guarantee given and Investments made by the Company during the year exceeding the limits prescribed under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. A statement, in summary form, of transactions with related parties which were all in ordinary course of business and arm''s length basis is periodically placed before the audit committee for review and recommendation to the board for their approval.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the board is uploaded on the website of the Company.

Disclosures as required under Indian Accounting Standards (Ind AS-24) have been made in the financial statements of the Company, enclosed with this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Board''s report.

BUSINESS RISK MANAGEMENT

The risk management includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. The Board has formulated the Risk Management Policy to manage risks with the objective of maximizing shareholders value. The Risk Management Policy may be accessed on the website of the Company at http://www.sabindustries.in.

AUDITORS

As per the Provisions of Section 139 of Companies Act, 2013, M/s AKR & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2022 (subject to ratification of their appointment at every AGM). The Company has received a certificate from them pursuant to Companies (Audit & Auditors) Rules 2014 read with Section 139 & 141 of the Companies Act, 2013, confirming their eligibility for reappointment, and that they were not disqualified for reappointment.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

AUDITORS'' REPORT AND SECRETARIAL AUDITORS'' REPORT

The Auditors'' Report and Secretarial Auditors'' Report do not contain any qualifications, reservations or adverse remarks. Report of Secretarial Auditors is attached as an annexure which forms part of this report.

LISTING OF SHARES

Equity shares of the Company are listed on BSE Limited and Listing fee has already been paid in pursuance to Regulation 14 of SEBI (LODR) Regulations, 2015.

DEMATERIALISATION

The equity shares of your Company are to be compulsorily traded in dematerialized form. As on 31.03.2018, a total of 15119256 equity shares, representing 99.54% of equity share capital have been dematerialized.

INSURANCE

All the assets of the Company have been adequately insured.

PERSONNEL AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5 of the Companies (Appointment and remuneration of managerial personnel) rules 2014 is enclosed with this report.

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the year under review.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Our Company has complied with all the applicable health & Safety standards, environment laws and labour laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. Our Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees to provide a Safe & healthy work environment to all its employees.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2017-18, the Company has not received any complaint on sexual harassment and hence no complaints remain pending as on 31st March, 2018.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable as the Company did not have any manufacturing facility during the period under consideration. There were no foreign exchange earnings/ outgo during the period.

SECRETARIAL STANDARDS

The company has complied with applicable secretarial standards.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the assistance, cooperation and support received by the Company from the Banks, Statutory/ Govt. Bodies, Customers and Shareholders of the Company.

SANJAY GARG AVINASH SHARMA

Place: Chandigarh Director Executive Director

Date: 30.05.2018 DIN-00030956 DIN-02371722

Mar 31, 2016

Dear Members,

The Directors of your Company have pleasure in presenting the Annual Report on Accounts for the Financial Year ending 31st March 2016.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars	2015-16	2014-15
Turnover and Other Income
- Turnover	4329.50	1527.74
- Other Income	137.76	224.74
Operating Profit	231.41	215.68
Financial Expenses	137.62	112.70
Depreciation	22.64	40.14
Net Profit from ordinary operations	71.15	62.84
Write Back from termination of	1000.00	100.00
Agreement
Prior period Adjustments	88.67	0.85
Net profit before tax	622.79	161.99
Tax Expense	145.85	49.64
Profit after Tax	476.94	112.35

OPERATIONS AND FUTURE OUTLOOK

During the year under consideration, the turnover of the Company was higher at Rs.4329.50 lac as compared to a turnover of Rs.1527.74 lac during the previous year. The Company also earned a net profit of Rs.476.94 lac during the year as against Rs.112.35 lac during the previous year.

The Central Government has taken new initiatives during the last two years to give a boost to the Real Estate, Construction and Infrastructure Sector. A sum of Rs.1.00 lac crore approx. is being allocated for development of 100 smart cities and 500 rejuvenated cities and mission Housing for all. In addition Govt. is giving major thrust on road and railways. Tax benefits are being introduced to bring in FDI and Local investments in the sector.

These initiatives are giving a thrust to the Construction Sector. The Company had been awarded new jobs worth Rs.59 crore approx. by Government Departments. Out of the above the Company has executed jobs worth Rs.25 crore approx. till 31.03.2016 and the balance work is to be executed during the current year. Besides, the Company has also submitted fresh tenders which will also substantiate the turnover. Barring unforeseen circumstances, we expect to achieve a turnover of Rs.50 crore approx. during the current year 2016-17.

SEGMENT REPORT

Your Company has a number of activities in its fold. Its business activities include Construction and Engineering, Real Estate, Information Technology and Trading. The Company is registered with various Government Departments like Uttranchal PWD (B&R), HP PWD (B&R), Madhya Pradesh PWD (B&R), PuDa and other Central Bodies as Class-1 contractors. This segment presently has the largest share of revenue and profits in the performance of the Company. This segment also provides consultancy in the field of civil engineering and preparation and award of claims.

The Infotech Division of the Company undertakes activities of an Internet Service Provider in Punjab Telecom Circle including Punjab, Chandigarh, Panchkula and parts of Haryana and

Himachal Pradesh.

A breakup of the segment-wise performance is given in the ''Notes on Accounts'' which forms a part of the Balance Sheet.

FINANCIAL STATUS

There is no change in the ''Issued and Subscribed Capital'' of r15,18,83,720, divided into 1,51,88,372 equity shares of r10/-each, during the year. There are no equity shares with differential rights or sweat equity or ESOP or scheme of purchase of Company shares by employees or their trustees.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes which occurred subsequent to the close of the financial year to which the Financial Statements relate and upto the date of report.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

As per calculation of profits u/s 198 of the Companies Act, 2013 there is no CSR obligation on the Company. However the Company has voluntarily incurred an expenditure of Rs 9.70 lac during the year.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure 1 attached to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

SUBSIDIARY COMPANY

There is no subsidiary Company reportable under Section 129(3) of the Companies Act, 2013.

DIVIDEND

Keeping in view the business commitments, your Company has decided not to declare any dividend for the year 2015-16.

FIXED DEPOSITS

The Company has not accepted any fixed deposits covered under Chapter V of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules, 2014 (as amended) during the year under review.

CORPORATE GOVERNANCE REPORT- DISCLOSURE REQUIREMENTS

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return as provided under Section 92(3) of the Act, is attached in Form No. MGT-9, which forms part of the Boards'' Report. (Annexure-4)

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors'' confirm that:

a. in the preparation of the annual accounts for the year ending 31st March 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

f. 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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

DIRECTORS

A) Changes in Directors and Key Managerial Personnel

Since the last Annual General Meeting, following changes have taken place in the Board of Directors.

- Shri Vijay G Kalantri ceased to be a Director on 14.11.2015

- Shri Shyam Sunder Dawra, being an Independent Director vacated office on 12.02.2016 due to his sudden demise.

Our Directors place on record their appreciation of the valuable guidance rendered by Shri Vijay G Kalantri and Shri Shyam Sunder Dawra during their association with the Company

Pursuant to the provisions of Section 149 of the Act, Shri Kanwarjit Singh was appointed as Independent Director at the Annual General Meeting of the Company held on 30th September, 2014, Shri Surinder Singh Virdi and Smt. Manju Lakhanpal were appointed as Independent Directors at the Annual General Meeting of the Company held on 30th September, 2015. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Act and there has been no change in the circumstance which could affect their status as Independent Director during the year.

As per the provisions of Companies Act, 2013, Shri Humesh Kumar Singhal (DIN-00044328), Director, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment

B) Declaration by an Independent Director(s) and reappointment, if any

A declaration by Independent Directors stating that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 had been taken at the time of their appointment.

C) Formal Annual Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, and that of the Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (LODR) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 4 Board Meetings were held, one each on 18th May 2015, 13th August 2015, 14th November 2015 and 12th February 2016.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

AUDIT COMMITTEE

The Audit & Compliance Committee comprises of three nonexecutive Independent Directors viz. Shri S S Virdi, Shri Kanwarjit Singh, Smt. Manju Lakhanpal and Shri H K Singhal. During the year, the committee held four meetings. Other details of the Audit Committee are included in the Corporate Governance Report which forms part of this report.

The Board had accepted all recommendation of the Audit Committee.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

There are no cases reported during the year.

NOMINATION AND REMUNERATION COMMITTEE

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 There were no Loans/ Guarantee given and Investments made by the Company during the year exceeding the limits prescribed under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm''s length basis, during the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. A statement, in summary form, of transactions with related parties in ordinary course of business and arm''s length basis is periodically placed before the audit committee for review and recommendation to the board for their approval.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the board is uploaded on the website of the Company.

Disclosures as required under accounting standards (AS-18) have been made in the financial statements of the Company, enclosed with this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

BUSINESS RISK MANAGEMENT

The risk management includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company The Board has formulated the Risk Management Policy to manage risks with the objective of maximizing shareholders value. The Risk Management Policy may be accessed on the website of the Company at http://www. sabindustries.in.

AUDITORS

As per the Provisions of Section 139 of Companies Act, 2013, M/s S.C. Dewan & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2017(subject to ratification of their appointment at every AgM). The Company has received a certificate from them pursuant to Companies (Audit & Auditors) Rules 2014 read with Section 139 & 141 of the Companies Act, 2013, confirming their eligibility for reappointment, and that they were not disqualified for reappointment.

AUDITORS'' REPORT AND SECRETARIAL AUDITORS''

REPORT

LISTING OF SHARES

We had filed application with Mumbai Stock Exchange (BSE) on 19.01.2015 for Listing of equity shares of the Company. We are pleased to inform that BSE has granted listing and trading permission vide their notice no.20150507-33 dated 7th May 2015 effective from 11th May 2015.

DEMATERIALISATION

The equity shares of your Company are to be compulsorily traded in dematerialized form. As on 31.03.2016, a total of 15101210 equity shares, representing 99.43% of equity share capital have been dematerialized.

INSURANCE

All the assets of the Company have been adequately insured.

PARTICULARS OF EMPLOYEES

Relations with the employees during the period under review continued to be peaceful and harmonious.

PERSONNEL AND RELATED DISCLOSURES The information required under Section 197 of the Act read with rule 5 of the Companies (Appointment and remuneration of managerial personnel) rules 2014 is enclosed with this report. (Annexure-3)

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the year under review.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the financial year 2015-16, the Company has not received any complaint on sexual harassment and hence no complaints remain pending as on 31st March, 2016. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the assistance, cooperation and support received by the Company from the Banks, Statutory/ Govt. Bodies, Customers and Shareholders of the Company.

For and on behalf of BOARD OF DIRECTORS

H.K. SINGHAL AVINASH SHARMA

Place: Chandigarh Director Executive Director

Date: 14.05.2016 DIN-00044328 DIN-02371722

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in presenting the Annual Report on Accounts for the Financial Year ending 31st March 2015.

FINANCIAL HIGHLIGHTS

(RS in Lacs)

Particulars 2014-15 2013-14

Turnover and Other Income

- Turnover 1527.74 1004.66

- Other Income 224.74 261.57

Operating Profit 215.68 308.17

Financial Expenses 112.70 208.76

Depreciation 40.14 40.55

Net Profit from ordinary operations 62.84 58.86

Write Back from termination of 100.00 - Agreement

Prior period Adjustments 0.85 1.11

Net profit before tax 161.99 57.75

Tax Expense 49.64 20.78

Profit after Tax 112.35 36.97

OPERATIONS AND FUTURE OUTLOOK

During the year under consideration, the turnover of the Company was higher at R1527.74 lac as compared to a turnover of R1004.66 lac during the previous year. The Company also earned a net profit of R112.35 lac during the year as against R36.97 lac during the previous year.

The Central Government has recently taken new initiatives during the last one year to give a boost to the Real Estate and Construction Sector. A sum of R1.00 lac crore approx. is being allocated for development of 100 smart cities and 500 rejuvenated cities, and mission Housing for all. Tax benefits are being introduced to bring in FDI and Local investments in the sector.

These initiatives are giving a thrust to the Construction Sector. The Company has been awarded new jobs worth R50 crore approx. by Government Departments. The Company has executed jobs worth r13 crore approx. out of the above till 31.03.2015 and the balance work is to be executed during the current year. Besides, the Company has also submitted fresh tenders worth R70 crore approx. which will also substantiate the turnover. Barring unforeseen circumstances, we expect to achieve a turnover of r50 crore approx. during the current year 2015-16.

SEGMENT REPORT

Your Company has a number of activities in its fold. Its primary business activities include Construction and Engineering, Real Estate, Information Technology and Trading. The Company is registered with various Government Bodies like Uttranchal PWD (B&R), HP PWD (B&R), Haryana PWD (B&R) and PUDA as class-1 contractors. This segment presently has the largest share of revenue and profits in the performance of the Company. This segment also provides consultancy in the field of civil engineering and preparation and award of claims.

The Infotech Division of the Company undertakes activities of an Internet Service Provider in Punjab Telecom Circle including Punjab, Chandigarh, Panchkula and parts of Haryana and Himachal Pradesh.

The other important segment of activities of your Company is Development and Sale of Real Estate. As stated above, the Central Government is taking new initiatives to give a boost to the Real Estate Sector. Though the market growth in housing

sector in Northern Region of the Country is presently low, however, it is likely to pick up in due course of time.

A breakup of the segment-wise performance is given in the 'Notes on Accounts' which forms a part of the Balance Sheet.

FINANCIAL STATUS

There is no change in the 'Issued and Subscribed Capital' of r15,18,83,720, divided into 1,51,88,372 equity shares of rs10/- each, during the year. There are no equity shares with differential rights or sweat equity or ESOP or scheme of purchase of Company shares by employees or their trustees.

MATERIAL CHANGES AND COMMITMENTS.IF ANY- AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes which occurred subsequent to the close of the financial year to which the Financial Statements relate and upto the date of report.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

During the year, your Directors have constituted a Corporate Social Responsibility and Governance Committee (CSR&G Committee) comprising Shri R K Garg as its Chairman, Shri H K Singhal and Shri S S Dawra as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken within the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

Since the Company does not have net profits in any financial year in accordance with Section 197/ 198 of the Companies Act, 2013, the Company is not required to undertake any activity under CSR Rules.

SUBSIDIARY COMPANY

There is no subsidiary Company reportable under Section 129(3) of the Companies Act, 2013.

DIVIDEND

Keeping in view the business commitments, your Company has decided not to declare any dividend for the year 2014-15.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review. The Company has complied with the directives covered under Chapter V of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules, 2014 (as amended) as applicable, with regard to the deposits accepted. There are no unpaid or unclaimed deposits of any previous years.

CORPORATE GOVERNANCE REPORT- DISCLOSURE REQUIREMENTS

The Company is continuously taking steps to attain higher levels of transparency, accountability and equity in order to enhance customer satisfaction and stakeholders' value. The Company not only complies with the regulatory requirements but is also responsive to the stakeholders' as well as customers' needs. The Company already has an Audit Committee, a Stakeholder Relationship Committee and Nomination and Remuneration Committee duly constituted by the Board to look after various activities. The Corporate Governance practices followed by the Company are enclosed as Annexure to this report.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return as provided under Section 92(3) of the Act, in Form No. MGT-9, which forms part of the Board's

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors' confirm that :

a. in the preparation of the annual accounts for the year ending 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had 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;

c. the Directors had taken proper and sufficient care for 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;

d. the Directors had prepared the annual accounts on a going concern basis; and

e. the Directors in the case of a Listed Company had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. 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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control systems and processes of the Company cover operational efficiency, accuracy and promptness in financial reporting, compliance with laws and regulations and development of mature, disciplined and effective processes. The processes are also designed to meet the goals of cost, schedule, functionality and quality, thus resulting in higher levels of customer satisfaction.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

Since the last Annual General Meeting, following changes have taken place in the Board of Directors.

- Shri S S Virdi has been appointed as a Director on 13.11.2014 in place of Shri Ram K Gupta

- Shri S S Dawra has resigned as a Director on 15.12.2014

- Smt. Manju Lakhanpal has been appointed as an Independent Director on 14.03.2015.

Your Directors place on record their appreciation of the valuable guidance rendered by Shri S S Dawra and Shri Ram K Gupta during their association with the Company

Pursuant to the provisions of Section 149 of the Act, Shri S S Dawra, Shri Vijay G Kalantri and Shri Kanwarjit Singh were appointed as Independent Directors at the Annual General Meeting of the Company held on 30th September, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Act and there has been no change in the circumstance which could affect their status as Independent Director during the year.

As per the provisions of Companies Act, 2013, Shri Sanjay Garg, Director, retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re- appointment

B) Declaration by an Independent Director(s) and re- appointment, if any

A declaration by Independent Directors stating that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been taken at the time of their appointment.

C) Formal Annual Evaluation of Board

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors, The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 4 Board Meetings were held, one each on 30th May 2014, 14th August 2014, 13th November 2014 and 14th February 2015.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors' Report.

AUDIT COMMITTEE

The Audit & Compliance Committee comprises of two non- executive Independent Directors viz. Shri S S Virdi, Shri Kanwarjit Singh and Shri H K Singhal. During the year, the committee held four meetings. Other details of the Audit Committee are included in the Corporate Governance Report which forms part of this report.

The Board had accepted all recommendation of the Audit Committee.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has formulated and published a Whistle Blower Policy to provide vigil mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this Policy are in line with the provisions of Section 177(9) of the Act and the revised Clause 49 of the Listing Agreement.

There are no cases reported during the year.

NOMINATION AND REMUNERATION COMMITTEE

The committee has been constituted to review and recommend compensation payable to the whole-time directors including Chairman and senior management of the Company. The committee reviews the overall compensation structure and policies of the Company with a view to attract, retain and motivate employees, reviewing compensation levels of the Company vis-a-vis other Companies and industry in general.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no Loans/ Guarantee given and Investments made by the Company during the year..

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) rules 2014, including certain arms length transactions under third proviso thereto have been disclosed in the financial statements and are enclosed in Form No. AOC-2 and the same forms part of this report.

RISK MANAGEMENT POLICY

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management plan for the Company. The impact of various risks on the Company, and the steps taken to mitigate the same has been discussed in the Report on Management Discussion & Analysis annexed with this report. (Annexure 5)

AUDITORS

As per the Provisions of Section 139 of Companies Act, 2013, M/s S.C. Dewan & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2017(subject to ratification of their appointment at every AGM). The Company has received a certificate from them pursuant to Companies (Audit & Auditors) Rules 2014 read with Section 139 & 141 of the Companies Act, 2013, confirming their eligibility for reappointment, and that they were not disqualified for reappointment.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The Auditors' Report and Secretarial Auditors' Report do not contain any qualifications, reservations or adverse remarks. Report of Secretarial Auditor is attached as an annexure which forms part of this report. (Annexure-2)

LISTING OF SHARES

We had filed application with Mumbai Stock Exchange (BSE) on 19.01.2015 for Listing of equity shares of the Company. We are pleased to inform that BSE has granted in principle approval for listing of its securities with them vide their letter no.DCSDL- UZIP9562014-15 dated 19/02/2015. BSE subsequently granted listing and trading permission vide their notice no.20150507-33 dated 7th May 2015 effective from 11th May 2015.

DEMATERIALISATION

The equity shares of your Company are to be compulsorily traded in dematerialized form. As on 31.03.2015, a total of

15101140 equity shares, representing 99.43% of equity share capital have been dematerialized.

INSURANCE

All the assets of the Company have been adequately insured. PARTICULARS OF EMPLOYEES

Relations with the employees during the period under review continued to be peaceful and harmonious.

MANAGERIAL REMUNERATION

The information required under Section 197 of the Act read with rule 5 of the Companies (Appointment and remuneration of managerial personnel) rules 2014 is enclosed with this report. (Annexure-3)

INDUSTRIAL RELATIONS

Industrial relations continued to be cordial during the year under review.

HEALTH, SAFETY & ENVIRONMENT PROTECTION

Our Company has complied with all the applicable health &Safety standards, environment laws and labour laws andhas been taking all necessary measures to protect theenvironment and provide workers a safe work environment.Our Company is committed for continual improvement inHealth & Safety as well as Environmental performance byinvolving all the employees to provide a Safety & healthy work environment to all its employees

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHOBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2014-15, the Company has not received any complaint on sexual harassment and hence no complaints remain pending as on 31st March, 2015. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable as the Company did not have any manufacturing facility during the period under consideration. There were no foreign exchange earnings/ outgo during the period.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the assistance, co- operation and support received by the Company from the Banks, Statutory/ Govt. Bodies, Customers and Shareholders of the Company.

For and on behalf of Board

Place: Chandigarh H.K. SINGHAL AVINASH SHARMA Date: 18.05.2015 Director Executive Director din-00044328 DIN-02371722

Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting the Annual Report on Accounts for the Financial Year ending 31st March 2014.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

PARTICULARS 2013-14 2012-13

Turnover and Other Income

* Turnover 1004.66 1536.68

* Other Income 261.57 1729.75

Operating Profit 308.17 2358.03

Financial Expenses 208.76 155.23

Depreciation 40.55 46.00

Net Profit /(Loss) before Income Tax 58.86 2156.80

Prior period Adjustments 1.11 29.45

Tax Expense 20.78 431.80

Profit/ (Loss) after Tax 36.97 1695.55

OPERATIONS AND FUTURE OUTLOOK

During the year, the turnover of the Company was lower as Rs.1004.66 lac as compared to a turnover of Rs.1536.68 lac during the previous year mainly due to slowdown in Real Estate Business. The Company earned a net profit of Rs. 36.97 lac as against a net profit of Rs. 1695.55 lac during the previous year.

SEGMENT REPORT

Your Company has a number of activities in its fold. Its primary business activities include Construction and Engineering, Real Estate, Information Technology and Trading. The Company is registered with various Government Bodies like Uttranchal PWD (B&R), HP PWD (B&R), Haryana PWD (B&R) and PUDA as class-1 contractors. This segment has the largest share of revenue and profits in the performance of the Company. This segment also provides consultancy in the field of civil engineering and preparation and award of claims.

The Infotech Division of the Company undertakes activities of an Internet Service Provider in Punjab Telecom Circle including Punjab, Chandigarh, Panchkula and parts of Haryana and Himachal Pradesh.

The other important segment of activities of your Company is Development and Sale of Real Estate. The Company is already in the process of developing a Housing Complex on Ambala- Chandigarh National Highway, at Derabassi in Punjab.

A breakup of the segment-wise performance is given in the ''Notes on Accounts'' which forms a part of the Balance Sheet.

SUBSIDARY COMPANIES

There is no subsidiary Company reportable under Section 212 of the Companies Act, 1956.

DEMATERILISATION

Effective from 09/05/2011, dematerialization of shares has been permitted by National Securities Depository Limited (NSDL) and ISIN No. INE137M01017 has been allotted to the Company for this purpose. The company has also established its connectivity with Central Depository Services of India (CDSL) vide their letter No. CDSL/ISS/NMP/EQ/33286 of January 15, 2014. SEBI has also confirmed connectivity with both the Depositories vide their notification number CIR/MRD/DP/16/2014 dated May 16, 2014.

FINANCIAL STATUS

There is no change in the ''Issued and Subscribed Capital'' of Rs. 15,18,83,720, divided into 1,51,88,372 equity shares of Rs. 10/- each, during the year.

DIRECTORS

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Shri S S Dawra, Shri Kanwarjit Singh, Shri Ram K Gupta and Shri Vijay G Kalantri as Independent Directors of the Company.

As per Section 149(4) of the Companies Act, 2013 (Act), 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 Act, these Directors are being appointed as Independent Directors to hold office for a term of five years at the forthcoming Annual General Meeting (AGM) of the Company.

As per the provisions of Companies Act, 2013, Shri Humesh Kumar Singhal and Shri Sanjay Garg, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

DIVIDEND

Keeping in view the business commitments, your Company has decided not to declare any dividend for the year 2013-14.

INTERNAL CONTROL SYSTEMS

The internal control systems and processes of your Company cover operational efficiency, accuracy and promptness in financial reporting, compliance with laws and regulations and development of mature, disciplined and effective processes. The processes are also designed to meet the goals of cost, schedule, functionality and quality, thus resulting in higher levels of customer satisfaction.

A separate section on Corporate Governance forms part of the Directors'' Report in pursuance to Clause 49 of the Listing Agreement with Stock Exchanges.

FIXED DEPOSITS

The Company has accepted deposits from the public within the meaning of the provisions of Section 58A of the Companies Act, 1956. There has not been any default in repayment of deposits or payment of interest thereon during the year. There are no unpaid or unclaimed deposits as at the end of the year.

AUDITORS

M/s S.C. Dewan & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting. The Auditors retire at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. They have confirmed their eligibility and willingness to accept office if re-appointed. The company has received a certificate from them pursuant to Companies (Audit & Auditors) Rules 2014 read with Section 139 & 141 of the Companies Act, 2013, confirming their eligibility for reappointment, and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Regarding valuation of Investments in quoted shares and Agricultural Lands & Buildings, the same has been done at cost, instead of market price, to comply with the Accounting Standards.

INSURANCE

All the insurable Properties and Assets of the Company have been adequately insured.

MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is engaged in ''Construction & Engineering'', InfoTech, Real Estate and Trading business.

Real Estate business is again picking up in the country. The Company is gearing up to seize this opportunity to grow. The Company has already launched a Housing Complex named "SSL HIGHWAY TOWERS" at Derabassi near Chandigarh. The business is expected to pick up in the near future.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Ac, 1956, the Directors'' confirm that :

i) in preparation of the Balance Sheet and the Profit and Loss Account and Cash Flow Statement of the Company, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period.

iii) the Directors 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.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) The provisions of Section 217(1)(e) of the Companies Act, 1956 with regard to Conservation of Energy and Technology Absorption are not applicable as your Company is not engaged in any Industrial activities.

(b) Foreign Exchange Earnings and Outgo:

31.03.2014 31.03.2013

* Earnings Rs. 63.67 Lacs Rs. 1431.30 Lacs

* Outgo Rs. 4.87 Lacs Rs. 389 Lacs PARTICULARS OF EMPLOYEES

Relations during the period under review continued to be peaceful and harmonious. There was no employee who was drawing a salary of Rs. 60,00,000/- and above per annum if employed for full year, or a salary of Rs. 5,00,000/- and above per month if employed for a part of the year.

ACKNOWLEDGMENTS

Your Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all employees of the Company, Customers, Bankers and Government Authorities. The Directors also express their gratitude to the shareholders for their valuable and un-stinted support.

For and on behalf of Board,

Place : CHANDIGARH H.K.Singhal AVINASH SHARMA Date : 30.05.2014 Director Executive Director

Mar 31, 2013

Dear Members,

The Directors of your Company have pleasure in presenting the Annual Report on Accounts for the Financial Year ending 31st March 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs) PARTICULARS 2012-13 2011-12

Turnover and Other Income 3266.43 1306.33

Operating Profit 2358.03 301.72

Financial Expenses 155.23 107.75

Depreciation 46.00 59.69

Net Profit /(Loss) before Income Tax 2156.80 134.28

Prior period Adjustments 29.45 89.31

Tax Expense 431.80 26.36

Profit/ (Loss) after Tax 1695.55 18.61

OPERATIONS AND FUTURE OUTLOOK

The gross revenue from operations and other Income of your Company has increased from Rs. 1306.33 lacs in 2011-12 to Rs. 3266.43 lacs in 2012-13, due to increase in sale of Real Estate and profit on sale of Investments in Subsidiary Companies. Earnings before Interest and Depreciation have also increased from s 301.72 lacs in 2011-12 to Rs. 2350.03 lacs in 2012-13.

SEGMENT REPORT

Your Company has a number of activities in its fold. Its primary business activities include Construction and Engineering, Real Estate, Information Technology and Trading. The Company is registered with various Government Bodies like Uttranchal PWD (B&R), HP PWD (B&R), Haryana PWD (B&R) and PUDA as class-1 contractors. This segment has the largest share of revenue and profits in the performance of the Company. This segment also provides consultancy in the field of civil engineering and preparation and award of claims.

The Infotech Division of the Company undertakes activities of an Internet Service Provider in Punjab Telecom Circle including Punjab, Chandigarh, Panchkula and parts of Haryana and Himachal Pradesh.

The other important segment of activities of your Company is Development and Sale of Real Estate. The Company is already in the process of developing a Housing Complex on Ambala-Chandigarh National Highway, at Derabassi in Punjab.

A breakup of the segment-wise performance is given in the ''Notes on Accounts'' which forms a part of the Balance Sheet.

SUBSIDARY COMPANIES

During the year 2004-05 the Company had entered into a joint venture, in Iran, for setting up a gas based fertilizer plant for which a subsidiary Company under the name and style of LAVAN CHEMICAL CO. IRAN had been incorporated. A sum of US $ 611028 (equivalent to Rs. 263.16 lacs) had been invested as Share Capital till 31.03.2012. During the year under consideration the whole of the investments had been sold to M/S SAB Fertilizers Pvt. Ltd, a wholly owned subsidiary Company, for a total consideration of Rs. 1250.00 lacs.

During the Financial Year 2012-13, the Company had further acquired 12500000 number of equity shares in SAB Fertilizers Pvt. Ltd., a Subsidiary Company. This investment has also been sold to Parus International FZE, AJMAN, UAE during the year under consideration.

Hence, these Companies ceased to be subsidiary Companies under Section 212 of the Companies Act, 1956.

DEMATERILISATION

Effective from 09/05/2011, dematerialization of shares has been permitted by National Securities Depository Limited (NSDL) and ISIN No. INE137M01017 has been allotted to the Company for this purpose.

FINANCIAL STATUS

There is no change in the ''Issued and Subscribed Capital'' of s15,18,83,720, divided into 1,51,88,372 equity shares of Rs. 10/- each, during the year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Shri S S Dawra and Shri Kanwarjit Singh, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

DIVIDEND

Keeping in view the business commitments, your Company has decided not to declare any dividend for the year 2012-13.

INTERNAL CONTROL SYSTEMS

The internal control systems and processes of your Company cover operational efficiency, accuracy and promptness in financial reporting, compliance with laws and regulations and development of mature, disciplined and effective processes. The processes are also designed to meet the goals of cost, schedule, functionality and quality, thus resulting in higher levels of customer satisfaction.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of the Directors'' Report in pursuance to Clause 49 of the Listing Agreement with Stock Exchanges.

FIXED DEPOSITS

The Company has accepted fresh deposits of Rs. 7.00 lac from the public during the year within the meaning of the provisions of Section 58-A of the Companies Act, 1956. Deposits of Rs. 230.50 lacs were brought forward from previous year. Also, there are no unpaid or unclaimed deposits of any previous years.

AUDITORS

M/s S.C. Dewan & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting of the Company. The Auditors retire at the said meeting and, being eligible, have offered themselves for re-appointment. The company has received a certificate from them pursuant to Section 224 (IB) of the Companies Act, 1956, confirming their eligibility for reappointment.

Regarding valuation of Investments in quoted shares and Agricultural Lands & Buildings, the same has been done at cost, instead of market price, to comply with the Accounting Standards.

INSURANCE

All the insurable Properties and Assets of the Company have been adequately insured.

Management Discussion and Analysis Your Company is engaged in ''Construction & Engineering'', InfoTech, Real Estate and Trading business.

Inspite of difficult economic scenario, your Company has been able to improve its performance during the year under review.

Real Estate business is again picking up in the country. The Company is gearing up to seize this opportunity to grow. The Company has already launched a Housing Complex named "SSL HIGHWAY TOWERS" at Derabassi near Chandigarh. The business is expected to pick up in the near future.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Ac, 1956, the Directors'' confirm that :

i) in preparation of the Balance Sheet and the Profit and Loss Account and Cash Flow Statement of the Company, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period.

iii) the Directors 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.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) The provisions of Section 217(1)(e) of the Companies Act, 1956 with regard to Conservation of Energy and Technology Absorption are not applicable as your Company is not engaged in any Industrial activities.

(b) Foreign Exchange Earnings and Outgo:

31.03.2013 31.03.2012

* Earnings Nil Nil

* Outgo Rs. 1438.13 Lacs Rs. 84.63 Lacs

PARTICULARS OF EMPLOYEES

Relations during the period under review continued to be peaceful and harmonious. There was no employee who was drawing a salary of Rs. 60,00,000/- and above per annum if employed for full year, or a salary of Rs. 5,00,000/- and above per month if employed for a part of the year.

ACKNOWLEDGMENTS

Your Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all employees of the Company, Customers, Bankers and Government Authorities. The Directors also express their gratitude to the shareholders for their valuable and un-stinted support.

For and on behalf of Board,

Place : CHANDIGARH H.K.Singhal AVINASH SHARMA Date : 25.05.2013 Director Executive Director

Mar 31, 2012

Dear Members,

The Directors of your Company have pleasure in presenting the Annual Report on Accounts for the Financial Year ending 31st March 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2011-12 2010-11

Turnover and Other Income 1306.33 1799.57

Operating Profit 301.72 384.97

Financial Expenses 107.75 111.03

Depreciation 59.69 67.78

Net Profit /(Loss) before Income Tax 134.28 206.16

Prior period Adjustments 89.31 60.58

Tax Expense 26.36 63.31

Profit/ (Loss) after Tax 18.61 82.27

OPERATIONS AND FUTURE OUTLOOK

Due to recession in the Real Estate business, gross income of the Company has decreased to Rs.1306.33 lacs during the year under review as against Rs.1799.57 lacs during the previous year. The gross profit was lower at Rs.301.72 lacs as against Rs.384.97 lacs, as also the net profit before tax decreased to Rs.18.61 lacs as against Rs.82.27 lacs. Your Company is making all efforts to strengthen its operations.

SEGMENT REPORT

Your Company has a number of activities in its fold. Its primary business activities include Construction and Engineering, Real Estate, Information Technology and Trading. The Company is registered with various Government Bodies like Uttranchal PWD (B&R), HP PWD (B&R), Haryana PWD (B&R) and PUDA as class-1 contractors. This segment has the largest share of revenue and profits in the performance of the Company. This segment also provides consultancy in the field of civil engineering and preparation and award of claims.

The Infotech Division of the Company undertakes activities of an Internet Service Provider in Punjab Telecom Circle including Punjab, Chandigarh, Panchkula and parts of Haryana and Himachal Pradesh.

The other important segment of activities of your Company include development and sale of Real Estate. The Company is already in the process of developing a Housing Complex at Derabassi, on Ambala-Chandigarh National Highway, at Derabassi in Punjab.

A breakup of the segment-wise performance is given in the ''Notes on Accounts'' which forms a part of the Balance Sheet.

SUBSIDARY COMPANIES

As reported earlier, the Company has promoted a joint venture Company in Iran for manufacture of approximately 2000 tonnes and 2600 tonnes of Ammonia and Urea respectively together with their respective and related by- products. As per agreement, your Company will have 55% share in the Equity of the Company. The said Company has allotted 660 Equity Shares of Iranian Rials 85,00,000 each, till date, amounting to Rs.2,63,15,831, to your Company.

During the year, a wholly owned subsidiary of the Company under the name and style of "SAB Fertilizers Private Limited" has been formed to look after the aforesaid business of manufacture of Fertilizers. The new company would later look after its operations in Iran independently.

Another Wholly owned Subsidiary, Munak International Trading Corporation, Mauritius, established for trading activities, did not undertake any business during the year. This Company has since been closed, and its name removed from the register of Mauritius Registrar of Companies w.e.f. 16.11.2011.

As required under Section 212 of the Companies Act, 1956, the Accounts and Statements of SAB Fertilizers Private Limited, Munak International Trading Corporation, Mauritius and Lavan Chemical Company, Iran are attached and form a part of this report.

ALLOTMENT OF WARRANTS

The Company had allotted 3,23,072 optionally convertible warrants on 31.03.2011 with an option to the applicants to convert each warrants into one equity share of Rs.10/- at a price of Rs.260/- per equity share within a period of one year, subject to receipt of full payment before conversion. The warrants have been forfeited due to non payment of balance amount.

DEMATERILISATION

Effective from 09/05/2011, dematerialization of shares has been permitted by National Securities Depository Limited (NSDL) and ISIN No. INE137M01017 has been allotted.

FINANCIAL STATUS

There is no change in the issued and subscribed capital of Rs.15,18,83,720 divided into 1,51,88,372 equity shares of Rs.10/- each.

DIRECTORS

Since the last Annual General Meeting, Ms Priya Garg has resigned on 11/11/2011 from the Board of Directors:

Your Directors place on record appreciation of the valuable guidance rendered by Ms Priya Garg during her association with the Company.

Shri Ram K Gupta and Shri Vijay G Kalantri Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment.

DIVIDEND

Keeping in view the business commitments, your Company has decided not to declare any dividend for the year 2011-12.

INTERNAL CONTROL SYSTEMS

The internal control systems and processes of your Company cover operational efficiency, accuracy and promptness in financial reporting, compliance with laws and regulations and development of mature, disciplined and effective processes. The processes are also designed to meet the goals of cost, schedule, functionality and quality, thus resulting in higher levels of customer satisfaction.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of the Directors'' Report in pursuance to Clause 49 of the Listing Agreement with Stock Exchanges.

FIXED DEPOSITS

The Company has accepted fresh deposits of Rs.55.50 lac from the public during the year within the meaning of the provisions of Section 58-A of the Companies Act, 1956. Deposits of Rs.175.00 lacs were brought forward from previous year. Also, there are no unpaid or unclaimed deposits of any previous years.

AUDITORS

M/s S.C. Dewan & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting of the Company. The Auditors retire at the said meeting and, being eligible, have offered themselves for re-appointment. The company has received a certificate from them pursuant to Section 224 (IB) of the Companies Act, 1956, confirming their eligibility for reappointment.

Regarding valuation of Investments in quoted shares and Agricultural Lands & Buildings, the same has been done at cost, instead of market price, to comply with the Accounting Standards.

INSURANCE

All the Properties of the Company have been adequately insured.

MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is engaged in construction & engineering, InfoTech, Real Estate and Trading.

Real Estate business is again picking up in the country. The Company is gearing up to seize this opportunity to grow. The Company has already launched a Housing Complex named "SSL HIGHWAY TOWERS" at Derabassi near Chandigarh. The business is expected to pick up in the near future.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Ac, 1956, the Directors'' confirm that :

i) in preparation of the Balance Sheet and the Profit and Loss Account and Cash Flow Statement of the Company, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period.

iii) the Directors 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.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) The provisions of Section 217(1)(e) of the Companies Act, 1956 with regard to Conservation of Energy and Technology Absorption are not applicable as your Company is not engaged in any Industrial activities.

(b) Foreign Exchange Earnings and Outgo:

31.03.2012 31.03.2011

* Earnings Nil Nil

* Outgo Rs.84.63 Lacs Rs.123.43 Lacs

PARTICULARS OF EMPLOYEES

Relations during the period under review continued to be peaceful and harmonious. There was no employee who was drawing a salary of Rs.60,00,000/- and above per annum if employed for full year, or a salary of Rs.5,00,000/- and above per month if employed for a part of the year.

ACKNOWLEDGMENTS

Your Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all employees of the Company, Customers, Bankers and Government Authorities. The Directors also express their gratitude to the shareholders for their valuable and un-stinted support.

For and on behalf of Board,

Place : CHANDIGARH H.K.SINGHAL AVINASH SHARMA Date : 29.05.2012 DIRECTOR EXECUTIVE DIRECTOR

Mar 31, 2011

Dear Members,

The Directors of your Company have pleasure in presenting the Annual Report on Accounts for the financial year ending 31st March, 2011.

FINANCIAL HIGHLIGHTS

(Rs.in Lacs)

31.03.2011 31.03.2010

Turnover and Other Income 1828.15 2101.72

Operating Profit 384.97 251.19

Financial Expenses 111.03 72.19

Depreciation 67.78 66.29

Net Profit/ (Loss) before Income Tax 206.16 112.71

Profit after Tax 14.29 81.22

OPERATIONS AND FUTURE OUTLOOK

Due to recession in the Real Estate business, gross income of the Company has decreased to Rs.1828.15 lacs during the year under review as against Rs.2101.72 lacs during the previous year. The gross profit was higher at Rs.384.97 lacs as against Rs.251.19 lacs, as also the net profit before tax increased to Rs.206.16 lacs as against Rs.112.71 lacs. Your Company is making all efforts to strengthen its operations.

SEGMENT REPORT

Your Company has a number of activities in its fold. Its primary business activities include Construction and Engineering, Real Estate, Information Technology and Trading. The Company is registered with various Government Bodies like Uttranchal PWD (B&R), HP PWD (B&R), Haryana PWD (B&R) and PUDA as class-1 contractors. This segment has the largest share of revenue and profits in the performance of the Company. This segment also provides consultancy in the field of civil engineering and preparation and award of claims.

The Infotech Division of the Company undertakes activities of an Internet Service Provider in Punjab Telecom Circle including Punjab, Chandigarh, Panchkula and parts of Haryana and Himachal Pradesh.

The other important segment of activities of your Company include development and sale of Real Estate. The Company is already in the process of developing a Housing Complex at Derabassi, on Ambala-Chandigarh National Highway, at Derabassi in Punjab.

A breakup of the segment-wise performance is given in the ''Notes on Accounts'' which forms a part of the Balance Sheet.

SUBSIDIARY COMPANY

As reported earlier, the Company has promoted a joint venture Company in Iran for manufacture of approximately 2000 tonnes and 2600 tonnes of Ammonia and Urea respectively together with their respective and related by- products. As per agreement, your Company will have 55% share in the Equity of the Company. The said Company has allotted 660 Equity Shares of Iranian Rials 85,00,000 each, till date, amounting to Rs.2,63,15,831, to your Company.

Another Whol ly owned Subsidiary, Munak International Trading Corporation, Mauritius, established for trading activities, did not undertake any business during the year.

As required under Section 212 of the Companies Act, 1956, the Accounts and Statements of Munak International Trading Corporation and Lavan Chemical Company, Iran are attached and form a part of this report.

ALLOTMENT OF WARRANTS

On 30.03.2011, the Company has allotted 3,23,072 optionally convertible warrants with a option to convert each warrants into one equity share of Rs.10/- at a price of Rs.260/- per equity share to the applicants within a period of one years, subject to receipt of full payment before conversion..

DEMATERILISATION

Effective from 09/05/2011, dematerialization of shares has been permitted by National Securities Depository Limited (NSDL) and has allotted ISIN No. INE137M01017.

FINANCIAL STATUS

There is no change in the issued and subscribed capital of Rs.15,18,83,720 divided into 1,51,88,372 equity shares of Rs.10/- each.

DIRECTORS

During the year, Ms Priya Garg has been appointed as Executive Director of the Company for three years w.e.f. 01.01.2011.

Shri S S Dawra and Shri Kanwarjit Singh, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIVIDEND

Keeping in view the business commitments, your Company has decided not to declare any dividend for the year 2010-11.

INTERNAL CONTROL SYSTEMS

The internal control systems and processes of your Company cover operational efficiency, accuracy and promptness in financial reporting, compliance with laws and regulations and development of mature, disciplined and effective processes. The processes are also designed to meet the goals of cost, schedule, functionality and quality, thus resulting in higher levels of customer satisfaction.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of the Directors'' Report in pursuance to Clause 49 of the Listing Agreement, with Stock Exchanges.

FIXED DEPOSITS

The Company has accepted fresh deposits of Rs.75.00 lac from the public during the year within the meaning of the provisions of Section 58-A of the Companies Act, 1956. Deposits of Rs.100.00 lacs were brought forward from previous year. Also, there are no unpaid or unclaimed deposits of any previous years.

AUDITORS

M/s S.C. Dewan & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting of the Company. The Auditors retire at the said meeting and, being eligible, have offered themselves for re-appointment. The company has received a certificate from them pursuant to Section 224 (IB) of the Companies Act, 1956, confirming their eligibility for reappointment.

Regarding valuation of Investments in quoted shares and Agricultural Lands & Buildings, the same has been done at cost, instead of market price, to comply with the Accounting Standards.

INSURANCE

All the Properties of the Company have been adequately insured.

MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is engaged in construction & engineering, InfoTech, Real Estate and Trading. Besides, the Company has also promoted a Joint Venture Company in Iran for setting up a project for the production of approximately 2000 tonnes and 2600 tonnes of Ammonia and Urea respectively, together with their respective and related By- products.

Real Estate business is again picking up in the country. The Company is gearing up to seize this opportunity to grow. The Company has already launched a Housing Complex named "SSL HIGHWAY TOWERS" at Derabassi near Chandigarh. The business is expected to pick up in the near future.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors'' confirm that :

i) in preparation of the Balance Sheet and the Profit and Loss Account and Cash Flow Statement of the Company, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period.

iii) the Directors 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.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) The provisions of Section 217(1)(e) of the Companies Act, 1 956 with regard to Conservation of Energy and Technology Absorption are not applicable as your Company is not engaged in any Industrial activities.

(b) Foreign Exchange Earnings and Outgo:

31.03.2011 31.03.2010

* Earnings Nil Nil

* Outgo Rs. 123.43 Lacs 383.73 Lacs

PARTICULARS OF EMPLOYEES

Relations during the period under review continued to be peaceful and harmonious. There was no employee who was drawing a salary of Rs.60,00,000/- and above per annum if employed for full year, or a salary of Rs.5,00,000/- and above per month if employed for a part of the year.

ACKNOWLEDGMENTS

Your Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all employees of the Company, Customers, Bankers and Government Authorities. The Directors also express their gratitude to the shareholders for their valuable and un-stinted support.

For and on behalf of BOARD OF DIRECTORS

Place : Chandigarh H.K. Singhal Avinash Sharma Dated: 30.05.2011 Director Executive Director

Mar 31, 2010

Dear Members,

The Directors of your Company have pleasure in presenting the Annual Report on Accounts for the financial year ending 31st March, 2010.

FINANCIAL HIGHLIGHTS

(Rs.in Lacs)

31.03.2010 31.03.2009

Turnover and Other Income 2101.72 2721.37

Operating Profit 251.19 831.62

Financial Expenses 72.19 318.22

Depreciation 66.29 84.95

Net Profit/ (Loss) before Income Tax 112.71 428.45

Profit after Tax 81.22 387.16

OPERATIONS AND FUTURE OUTLOOK

Due to recession in the Real Estate business, gross income of the Company has decreased to Rs.2101.72 lacs during the year under review as against Rs.2721.37 lacs during the previous year. The gross profit was lower at Rs.251.19 lacs as against Rs.831.62 lacs, as also the net profit before tax declined to Rs.112.71lacs as against Rs.428.45 lacs. Your Company is making all efforts to strengthen its operations.

SEGMENT REPORT

Your Company has a number of activities in its fold. Its primary business activities include Construction and Engineering, Real Estate, Information Technology and Trading. The Company is registered with various Government Bodies like Uttranchal PWD (B&R), HP PWD (B&R), Haryana PWD (B&R) and PUDA as class-1 contractors. This segment has the largest share of revenue and profits in the performance of the Company. This segment also provides consultancy in the field of civil engineering and preparation and award of claims.

The Infotech Division of the Company undertakes activities of an Internet Service Provider in Punjab Telecom Circle including Punjab, Chandigarh, Panchkula and parts of Haryana and Himachal Pradesh.

The other important segment of activities of your Company include development and sale of Real Estate. The Company is already in the process of developing a Housing Complex at Derabassi, on Ambala-Chandigarh National Highway, at Derabassi in Punjab.

A breakup of the segment-wise performance is given in the ''Notes on Accounts'' which forms a part of the Balance Sheet.

SUBSIDIARY COMPANY

As reported earlier, the Company has promoted a joint venture Company in Iran for manufacture of approximately 2000 tonnes and 2600 tonnes of Ammonia and Urea respectively together with their respective and related by- products. As per agreement, your Company will have 55% share in the Equity of the Company. The said Company has allotted 660 Equity Shares of Iranian Rials 85,00,000 each, till date, amounting to Rs.2,63,15,831, to your Company.

Another Wholly owned Subsidiary, Munak International Trading Corporation, Mauritius, established for trading activities, did not undertake any business during the year.

As required under Section 212 of the Companies Act, 1956, the Accounts and Statements of Munak International Trading Corporation and Lavan Chemical Company, Iran are attached and form a part of this report.

FINANCIAL STATUS

There is no change in the issued and subscribed capital of Rs.15,18,83,720 divided into 1,51,88,372 equity shares of Rs.10/- each.

DIRECTORS

Shri H K Singhal and Shri Sanjay Garg, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIVIDEND

Keeping in view the expansion programmes to be undertaken by the Company in future. Your Company has decided not to declare any dividend during the year.

INTERNAL CONTROL SYSTEMS

The internal control systems and processes of your Company cover operational efficiency, accuracy and promptness in financial reporting, compliance with laws and regulations and development of mature, disciplined and effective processes. The processes are also designed to meet the goals of cost, schedule, functionality and quality, thus resulting in higher levels of customer satisfaction.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of the Directors'' Report in pursuance to Clause 49 of the Listing Agreement, with Stock Exchanges.

FIXED DEPOSITS

During the year ended March 31, 2010, your Company has accepted deposits Rs.100 lacs from the public within the meaning of the provisions of Section 58-A of the Companies Act, 1956. Also, there are no unpaid or unclaimed deposits of any previous years.

AUDITORS

M/s S.C. Dewan & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting of the Company. The Auditors retire at the said meeting and, being eligible, have offered themselves for re-appointment. The company has received a certificate from them pursuant to Section 224 (IB) of the Companies Act, 1956, confirming their eligibility for reappointment.

Regarding valuation of Investments in quoted shares and Agricultural Lands & Buildings, the same has been done at cost, instead of market price, to comply with the Accounting Standards.

INSURANCE

All the Properties of the Company have been adequately insured.

MANAGEMENT DISCUSSION AND ANALYSIS

Your Company is engaged in construction & engineering, InfoTech, Real Estate and Trading. Besides, the Company has also promoted a Joint Venture Company in Iran for setting up a project for the production of approximately 2000 tonnes and 2600 tonnes of Ammonia and Urea respectively, together with their respective and related By- products.

Real Estate business is again picking up in the country. The Company is gearing up to seize this opportunity to grow. The Company has already launched a Housing Complex named "SSL HIGHWAY TOWERS" at Derabassi near Chandigarh. The business is expected to pick up in the near future.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Ac, 1956, the Directors'' confirm that :

i) in preparation of the Balance Sheet and the Profit and Loss Account and Cash Flow Statement of the Company, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period.

iii) the Directors 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.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) The provisions of Section 217(1)(e) of the Companies Act, 1956 with regard to Conservation of Energy and Technology Absorption are not applicable as your Company is not engaged in any Industrial activities.

(b) Foreign Exchange Earnings and Outgo:

31.03.2010 31.03.2009

* Earnings Nil Nil

* Outgo Rs. 383.73 Lacs 726.27 Lacs

PARTICULARS OF EMPLOYEES

Relations during the period under review continued to be peaceful and harmonious. There was no employee who was drawing a salary of Rs. 24,00,000/- and above per annum if employed for full year, or a salary of Rs. 2,00,000/- and above per month if employed for a part of the year.

ACKNOWLEDGMENTS

Your Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all employees of the Company, Customers, Bankers and Government Authorities. The Directors also express their gratitude to the shareholders for their valuable and un-stinted support.

For and on behalf of BOARD OF DIRECTORS

Place : Chandigarh H.K. Singhal Avinash Sharma Dated: 31.05.2010 Director Executive Director

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