Directors Report of Sai Baba Investment & Commercial Enterprise Ltd.

Mar 31, 2016

To,

The Members of

Sai Baba Investment & Commercial Enterprises Ltd

The Directors have pleasure in presenting the 35^thAnnual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2016.

1. FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2016 is summarized below:

PARTICULARS	2015 - 2016 (Rs. in Lakhs)	2014 - 2015 (Rs. in Lakhs)
Total Income	157.23	129.59
Total Expenditure	51.82	13.70
Profit and Loss Before Tax	105.41	115.89
Less : Provision for Tax	32.57	35.43
Profit after Tax	72.84	80.46
Add: Profit brought forward	97.15	16.69
Balance transferred to Balance Sheet	169.98	97.15

2. 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. 1,29,59,099/-to Rs. 1,57,23,010/-

- Net Profit decreased from Rs. 80,46,121/- to Rs. 72,83,613/Detailed performance of the Company is set out under Management and Discussion Analysis as attached to this Report.

3. CHANGES IN THE NATURE OF BUSINESS, IF ANY

There have been no material changes in the nature of business during the period under review.

4. 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.

5. TRANSFER TO RESERVES

During the Year under review, the Company has not transferred any amount to General Reserve and the credit balance of Profit and Loss account is transferred to Reserves & Surplus in Balance sheet.

6. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and as such no amount of principal or interest was outstanding as on the Balance sheet date.

7. SHARE CAPITAL

There is no change in the share capital of the Company during the year 2015-16. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued any shares with differential voting rights, sweat equity shares nor has it granted any stock options.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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. Mr. Sagar Ruparelia and Ms. Rohini Sehgal were appointed with effect from 11^th August, 2015.

Mr. Sagar Ruparelia and Ms. Rohini Sehgal, retire by rotation and being eligible have offered themselves as Directors of the Company liable to retire by rotation. Your Directors propose their re-appointment.

Ms. Chetna Tiwari was appointed as Company Secretary and Compliance Officer by Board of Directors w.e.f. 10th February, 2016.

9. REMUNERATION TO KEY MANAGERIAL PERSONNEL

The Company has paid remuneration to Key Managerial Personnel during the year under review within the limits as specified in the Companies Act, 2013, details of which forms part of the Corporate Governance Report.

10. REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

Information regarding Director''s Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) are provided in the Corporate Governance Report.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company is available on the website of the Company: www.saibabainvest.co.in

11. DECLARATION BY AN INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. FAMILIARIZATION PROGRAMME

Every new Independent Director of the Company attends a Familiarization Programme. The details of programme for familiarization 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 www.saibabainvest.co.in

The following policies of the Company are attached herewith marked as Annexure IA and Annexure IB:

a)Policy for selection of Directors and determining Directors independence; and b) Nomination &Remuneration Policy for Directors, Key Managerial Personnel and other employees.

13. BOARD DIVERSITY

The Company recognizes 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

14. MEETINGS OF BOARD AND COMMITTEES Board of Directors:

During the financial year 2015-16, the Board met 5 times during the financial year.

Currently the Board has three committees 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 gap between any two meetings has been less than 120 days as prescribed by the Companies Act, 2013.

15. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

Annual performance evaluation of Board, its committees (namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee) and all the Directors individually has been done in accordance with the Performance Evaluation Framework adopted by the Nomination and Remuneration Committee of the Company.

The Performance Evaluation Framework sets out the performance parameters as well as the process for performance evaluation to be followed. Performance evaluation forms were circulated to all the Directors to record their evaluation of the Board, its Committees and Non-executive Directors of the Company.

The Board of Directors reviewed the performance of Independent Directors and Committees of the Board. Nomination and Remuneration Committee also reviewed performance of the Company and every Director.

16. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

(i) in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;.

(ii) 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 loss of the company for that period;.

(iii) 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.

(iv) the directors had prepared the annual accounts on a going concern basis.

(v) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

17. AUDITORS AND AUDITORS'' REPORT

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules made there under,

M/s. P M Shah & Co, Chartered Accountants were appointed by the members at the 34^thAnnual General Meeting to hold office until the conclusion of the 39^thannual general meeting subject to ratification by members at each Annual General Meeting.

Accordingly, members are requested to ratify the appointment of M/s P M Shah & Co, Chartered Accountants as statutory auditors of the Company for the year 2016-17 and to fix their remuneration. 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 or disclaimer made by statutory auditor.

18. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as an Annexure II to the Board''s Report.

19. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Divya Momaya, Designated Partner of M/s. SVVS & Associates Company Secretaries LLP, Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit Report (e-form MR-3) is annexed herewith as an Annexure-III.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

21. AUDITOR''S CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditor''s Certificate on Corporate Governance is set out in this Annual Report. The Auditor''s Certificate for the year 2016 does not contain any qualification, reservation or adverse remark.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no Related Party Transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of the Companies Act, 2013. There being no ''material'' related party transactions as defined under regulation 23 of SEBI Listing Regulations, 2015, there are no details to be disclosed in Form AOC-2 in that regard.

The Policy on RPTs as approved by the Board is uploaded on the Company''s website www.saibabainvest.co.in.

24. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) 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.

25. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year under review.

26. SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Company has no subsidiaries and associate companies as on 31st March, 2016.

27. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis is set out in this Annual Report.

28. CORPORATE GOVERNANCE:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance annexed as a separate chapter titled ''Corporate Governance'' has been included in this Annual Report, along with the reports on General Shareholder Information as a good corporate governance practice.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2015-16. A declaration to this effect signed by the Managing Director (CEO) of the Company forms part of this Annual Report.

The Managing Director (CEO) and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of the SEBI Listing Regulations, 2015.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION & FOREIGN EXCHANGE

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 are as under:

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

The Company has neither earned nor spent any foreign exchange during the year under review.

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has proper and adequate system of internal control to ensure that all the assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has effective system in place for achieving efficiency in operations, optimum and effective utilization of resources, monitoring thereof and compliance with applicable laws.

31. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the Company does not meet any of the criteria as set out in Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence, the question of furnishing the details of Corporate Social Responsibility does not arise.

32. RISK MANAGEMENT POLICY

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted the vigil mechanism (Whistle Blower Policy) for Directors and employees of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct and ethics. There has been no change to vigil mechanism (Whistle Blower Policy) adopted by the Company during the year 2016.

Major scope, safeguards and procedure for disclosure for vigil mechanism is available on the website of the Company: www.saibabainvest.co.in.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS, IF ANY:

During the year under review, there were no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

35. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:

During the year under review, there were no other material events and commitments affecting financial position of the Company occurring after Balance sheet date.

36. STATUTORY DISCLOSURES:

A copy of Audited Financial Statements of the company is made available to the members of the Company, seeking such information at any point of time and is kept for inspection by any members of the Company at its Registered Office during business hours.

Details as required under the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are placed on the Company''s website: www.saibabainvest.co.in as an annexure to the Board''s Report. A physical copy of the same will be made available to any shareholder on request.

Details as required under the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which forms part of the Board''s Report, will be made available to any shareholder on request as per the provisions of section 136(1) of the said Act.

The Cash Flow Statement for the year 2015-16 is attached to the Balance Sheet.

37. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to the BSE where the shares of the Company are listed.

During the year under review, w.e.f.18^th December, 2015 the trading remained suspended at BSE Ltd. due to surveillance measures. Bombay Stock Exchange Limited (BSE) vide its notice no 20160829-12 dated 29^th August, 2016 resumed the trading of Equity shares of the Company with effect from Thursday, 1^st September, 2016.

38. SEXUAL HARRASMENT:

During the year under review, there were no cases filed or reported pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

39. ACKNOWLDEGEMENTS:

Your Company and its Directors wish to sincerely thanks all the customers, financial institutions, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company and also sincerely thank the shareholders for the confidence reposed by them in the Company and from the continued support and co-operation extended by them.

By order of the Board

For Sai Baba Investment & Commercial Enterprises Ltd

Sd/-

Place: Mumbai SagarRuparelia

Date: 03^rd September, 2016 Managing Director

DIN:02000356

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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

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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