साबू ब्रदर्स निदेशकों की रिपोर्ट, साबू ब्रदर्स निर्देशकों द्वारा रिपोर्ट

साबू ब्रदर्स

बीएसई: 530267  |  NSE: N.A  |  ISIN: INE021N01011  |  Miscellaneous

खोजें साबू ब्रदर्स कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
The director have pleasure in presenting the 36th Annul Report of the
 company together with the Audited Statement of Accounts for the year
 ended 31st March, 2015
 PARTICULARS                              Year Ended      Year Ended 
                                          31.03.2015      31.03.2014
 Sales & Operating Income                   4,10,200        4,61,250
 Other Income                              25,39,954       2,801,053
 Total Expenditure                         39,32,539       19,27,828
 Gross Income/ (Loss) before Interest,     (9,82,385)      13,34,475
 Depreciation and Taxation
 Depreciation                               (43,257)       (1,78,457)
 Bad-Debts w/off                                  -       (60,01,433)
 Provision for Taxation                         Nil              Nil
 Net Profit/(Loss)                       (10,25,642)      (48,45,415)
 Income of the company from operation is of Rs.4,10,200/- as compared to
 Rs.4.61.250/- in previous year. Profit before Tax is Rs. (10,25,642)
 as compared to Rs.(48,45,415) in previous year.
 In view of the carry forward losses incurred in the earlier years and
 pursuant to section123 of the Companies Act, 2013, the board regrets
 its inability to declare any dividend for the year under review.
 As on 31.03.2015, the company held no deposit in any form from anyone.
 There was no deposit held by the company as on 31.03.2015, which was
 overdue or unclaimed by the depositors. For the present the Board of
 directors have resolved not to accept any deposits from public.
 As per the directions of SEBI and the BSE Ltd., the code of corporate
 governance become applicable to the company w.e.f.  2002-03 and
 accordingly the company has been adhering to the directions and
 guidelines as required. The report on the code of corporate governance
 is annexed separately in this Annual report as Annexure IV.
 The Companies Act, 2013, provides for the appointment of independent
 directors. Sub-section (10) of Section 149 of the Companies Act, 2013
 provides that independent directors shall hold office for a term of up
 to five consecutive years on the board of a company; and shall be
 eligible for re-appointment on passing a special resolution by the
 shareholders of the Company. Further, according to Sub-section (11) of
 Section 149, no independent director shall be eligible for appointment
 for more than two consecutive terms of five years. Sub-section (13)
 states that the provisions of retirement by rotation as defined in
 Sub-sections (6) and (7) of Section 152 of the Act shall not apply to
 such independent directors.
 The Nomination and remuneration committee at their meeting held on
 23.03.2015 has recommended the appointment of Mr.Arun Agarwal as the
 Whole-time Director cum CFO and Ms. Kalpana Dhakar as the Independent
 Woman Director of the company with effect from 23.03.2015 for period of
 5-years and their appointment will be confirmed by the members at the
 Annual general meeting to be held on 30th September, 2015 as required
 under Section 149(10). Ms.Kalpana Dhakar is not liable to retire by
 rotation.  company w.e.f. 23.03.2015.
 Clause 49 of the Listing Agreement mandates that the Board shall
 monitor and review the Board evaluation framework. The Companies Act,
 2013 states that a formal annual evaluation needs to be made by the
 Board of its own performance and that of its committees and individual
 directors. Schedule IV of the Companies Act, 2013 states that the
 performance evaluation of independent directors shall be done by the
 entire Board of Directors, excluding the director being evaluated.
 The evaluation of all the directors and the Board as a whole was
 conducted based on the criteria and framework adopted by the Board. The
 evaluation process has been explained in the corporate governance
 report section in this Annual Report. The Board approved the evaluation
 results as collated by the nomination and remuneration committee.
 The Board met 7 times during the financial year, the details of which
 are given in the corporate governance report that forms part of this
 Annual Report. The intervening gap between any two meetings was within
 the period prescribed by the Companies Act, 2013.
 The current policy is to have an appropriate mix of executive and
 independent directors to maintain the independence of the Board and
 separate its functions of governance and management. As on March 31,
 2015, the Board consists of 5 members.  Out of which one is the Whole
 Time Director, three Independent Directors. The Woman Director is also
 one of the Independent Directors.
 The policy of the Company on directors'' appointment and remuneration,
 including criteria for determining qualifications, positive attributes,
 independence of a director and other matters provided under Subsection
 (3) of Section 178 of the Companies Act, 2013, adopted by the Board,
 are stated in this Board report. We affirm that the remuneration paid
 to the directors is as per the terms laid out in the nomination and
 remuneration policy of the Company.
 Every new independent director of the Board attended an orientation
 program. To familiarize the new inductees with the strategy, operations
 and functions of our Company, the executive directors / senior
 managerial personnel make presentations to the inductees about the
 Company''s strategy, operations, product and service offerings, markets,
 software delivery, organization structure, finance, human resources,
 technology, quality, facilities and risk management.
 (a) a program on how to review, verify and study the financial reports;
 (b)a program on Corporate Governance;
 (c) provisions under the Companies Act, 2013; and
 (d) SEBI Insider Trading Regulation, 2015.
 Further, at th e time of appointment of an independent director, the
 Company issues a formal letter of appointment outlining
 Currently, the Board has six committees: 
 1. Audit Committee, 
 2.  Nomination and Remuneration Committee, 
 3. Stake Holders Relationship Committee, 
 4. Share Transfer Committee and 
 5. Risk Management Committee 
 6.  Corporate Social Responsibility Committee
 A detailed note on the Board and its committees is provided under the
 corporate governance report section in this Annual Report.
 The Company has received necessary declaration from each independent
 director under Section 149(7) of the Companies Act, 2013, that he/she
 meets the criteria of independence laid down in Section 149(6) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement.
 The Independent Directors under section 149 (6) of the Companies Act,
 2013 declared that:
 1. They are not a promoter of the Company or its holding, subsidiary or
 associate company;
 2. They are not directors in the company, its holding, subsidiary or
 associate company.
 3. The independent Directors have/had no pecuniary relationship with
 company, its holding, subsidiary or associate company,
 4. or their promoters, or directors, during the two immediately
 preceding financial years or during the current financial year; None of
 the relatives of the Independent Directors have or had pecuniary
 relationship or transaction with the company, its holding, subsidiary
 or associate company, or their promoters, or directors, amounting to
 two per cent. or more of its gross turnover or total income or fifty
 lakhs rupees or such higher amount as may be prescribed, whichever is
 lower, during the two immediately preceding financial years or during
 the current financial year; 5. Independent Director, neither himself
 nor any of his relatives
 (I) holds position of a key managerial personnel or is or has been
 employee of the company or its holding, subsidiary or associate company
 in any of the three financial years immediately preceding the financial
 year in which he is proposed to be appointed 
 (ii)is or has been employee or proprietor or a partner, in any of th e
 three financial years immediately preceding the company; or or a
 consulting firm that has or had any transaction with the company, its
 holding, subsidiary or associate company amounting to ten per cent. or
 more of the gross turnover of such firm;
 (iii) holds together with his relatives two per cent or more of the
 total voting power of the company; or
 (iv) is a Chief Executive or director, by whatever name called, of any
 nonprofit organization that receives twenty-five per cent or more of
 its receipts from the company, any of its promoters, directors or its
 holding, subsidiary or associate company or that holds two per cent or
 more of the total voting power of the company; or Independent director
 possesses such qualifications as may by required by the Board.
 The Company & The Independent Directors shall abide by the provisions
 specified in schedule IV of the Companies Act, 2013.
 The company has developed risk management control into daily operation,
 by ensuring all the Compliance.
 The financial statements are prepared in accordance with the Generally
 Accepted Accounting Principles (GAAP) under the historical cost
 convention on accrual basis.
 GAAP comprises mandatory accounting standards as prescribed under
 Section 133 of the Companies Act, 2013 (''the Act''), read with Rule 7 of
 the Companies (Accounts) Rules, 2014, the provisions of the Act (to the
 extent notified) and guidelines issued by the Securities and Exchange
 Board of India (SEBI). -ndards in th e adoption of these standards.
 The directors
 1 e;e n f m:;: the annua l accounts fo r the financial year ended March
 3, 2015, the applicable accounting st andards have been followed.
 2.  The directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit and
 loss of the Company for that period.
 3.  The directors have taken proper and sufficient care towards the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 4. The directors have prepared the annual accounts on a going concern
 5. The directors have laid down internal financial controls, which are
 adequate and are operating effectively.
 6.  The directors have devised proper systems to ensure compliance with
 the provisions of all applicable laws and such systems are adequate and
 operating effectively.
 At the Annual General Meeting held on 30th September 2014, M/s. C.L.
 Ostwal & Co., Chartered Accountants, were appointed as statutory
 auditors of the Company to hold office till the conclusion of the
 Annual General Meeting to be held in the calendar year 2019.
 In terms of the first proviso to Section 139 of the Companies Act,
 2013, the appointment of the auditors shall be placed for ratification
 at every Annual General Meeting. Accordingly, the appointment of M/s.
 C.L. Ostwal & Co., Chartered Accountants, as statutory auditors of the
 Company, is placed for ratification by the shareholders.
 In this regard , the Company has received a certificate from the
 auditors to the effect that if they are reappointed, it wou ld be in
 accordance with the provisions of Section 141 of the Companies Act,
 AUDITORS REPORT made any qualification to the financial statement.
 Their reports on relevant notes on accounts are self explanatory and do
 not call for any comments under section 134 of the companies Act, 2013.
 M/s. Ramesh Chandra Mishra & Associates. - Practicing Company
 Secretaries, were appointed to conduct the secretarial audit of the
 Company for the financial year 2014-15, as required under Section 204
 of the Companies Act, 2013 and Rules there under. The secretarial audit
 report for FY 2014-15 forms part of the Annual Report and part of the
 Board''s report as Annexure -I
 The Board ha s re-appointed M/s. Ramesh Chandra Mishra & Associates
 Practic ing Company Secretaries, as secretarial auditor of the Company
 for the financial year 2015-16.
 All related party transactions wherever entered into during the
 financial year were on arm''s length basis and were in the ordinary
 course of the business. There are no materially significant related
 party transactions made by the company with Promoters, Key Managerial
 Personnel or other designated persons which may have potential conflict
 with interest of the company at large.
 The Company does not have any subsidiary.
 The Board of Directors has approved a Code of Conduct which is
 applicable to the Members of the Board and all employees in the course
 of day to day business operations of the company. The Company believes
 in Zero Tolerance against bribery, corruption and unethical dealings
 / behaviors of any form and the Board has laid down the directives to
 counter such acts.  The Code has been posted on the Company''s website
 The Code lays down the standard procedure of business conduct which is
 expected to be followed by the Directors and the designated employees
 in their business dealings and in particular on matters relating to
 integrity in the work place, in business practices and in dealing with
 stakeholders. The Code gives guidance through examples on the expected
 behavior Staff were given appropriate training in this regard.
 The Company has a vigil mechanism named Fraud and Risk Management
 Policy to deal with instance of fraud and mismanagement, if any, in
 staying true to our values of Strength, Performance and Passion and in
 line with our vision of being one of the most respected companies in
 India, the Company is committed to the high standards of Corporate
 Governance and stakeholder responsibility.
 The Company has a Fraud Risk and Management Policy to deal with
 instances of fraud and mismanagement, if any. The FRM Policy ensures
 that strict confidentiality is maintained whilst dealing with concerns
 and also that no discrimination will be meted out to any person for a
 genuinely raised concern.
 Committee and the Board.
 The Company has adopted a Code of Conduct for Prevention of Insider
 Trading with a view to regulate trading in securities by the Directors
 and designated employees of the Company. The Code requires
 per-clearance for dealing in the Company''s shares and prohibits the
 purchase or sale of Company shares by the Directors and the designated
 employees while in possession of unpublished price sensitive
 information in relation to the Company and during the period when the
 Trading Window is closed. The Board is responsible for implementation
 of the Code.
 SIGNIFICANT AND ATERIAL ORDERS by the regulators or courts or
 tribunals impacting the going concern status and Company''s operations
 in future.
 In accordance with Section 134(3)(a) of the Company Act, 2013, an
 extract of the annual return is annexed as Annexure -II
 The paid up capital of the Company: Rs. 6,09,62,000/- consisting of
 60,96,200 equity shares of face value of Rs.10/- each.
 The secured debt of the company is Nil.
 The promoter holding is consists of 46,800/- equity shares of Rs.10/-
 each amounting to Rs. 4,68,000
 There was no unpaid dividend during the year.
 The Board has adopted the policies and procedures for ensuring the
 orderly and efficient conduct of its business, including adherence to
 the Company''s policies, the safeguarding of its assets, the prevention
 and detection of frauds and errors, the accuracy and completeness of
 the accounting records, and the timely preparation of reliable
 financial disclosures.
 The Company has an Internal Control System, commensurate with the size,
 scale and complexity of its operations. The scope and authority of the
 Internal Audit function is defined in the Internal Audit Manual. To
 maintain its objectivity and independence, the Internal Audit function
 reports to the Chairman of the Audit Committee.
 The Internal Audit Department monitors and evaluates the efficacy and
 adequacy of internal control system in the Company, its compliance with
 operating systems, accounting procedures and policies at all locations
 of the Company.  Based on the report of internal audit function,
 process owners undertake corrective action in their respective areas
 and thereby strengthen the controls. Significant audit observations and
 recommendations along with corrective actions thereon are presented to
 Mr. Vijayanand Goyal.- Chartered Accountants is the Internal Auditor of
 the Company
 All the investor complaints have been duly resolved and as on date no
 complaints are outstanding.
 Your Directors would like to place on record their deep appreciation to
 all the employees for rendering quality services in every constituent
 of the company.
 To ensure good human resources management at the company, we focus on
 all aspects of the employee lifecycle. This provides a holistic
 experience for the employee as well. During their tenure at the
 Company, employees are motivated through various skill-development,
 engagement and volunteering programs.
 As per provisions of Section 197(12) of the Companies Act, 2013, read
 with Rule 5(1) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014, is appended as Annexure III to the
 Board''s report.
 As per the Rule 5(2) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014, none of the employee employed in the
 company throughout the financial year or part thereof in receipt of
 remuneration of Rs. 60 lakh or more, or employed for part of the year
 and in receipt of Rs. 5 lakh or more a month.
 Under Section 22 & 28 of the Sexual Harassment of Women at the
 Workplace Act, 2013, there were no complaints filed against any person
 or reported.
 As per the Companies Act, 2013, all companies having net worth of Rs. 500
 crore or more, or turnover of Rs. 1,000 crore or more or a net profit
 of Rs.5 crore or more during any financial year are required to
 constitute a corporate social responsibility (CSR) committee of the
 Board of Directors comprising three or more directors, at least one of
 whom should be an independent director and such Company shall spend at
 least 2% of the average net profits of the Company''s three immediately
 preceding financial year.
 The details of conservation of Energy, technology Absorption are not
 applicable in the case of the company. However the company took
 adequate steps to conserve the Energy and used the latest technology.
 Certificate on corporate governance as required by Clause 49 of the
 Listing Agreement, the M/S Ramesh Chandra Mishra & Associates, Company
 Secretary in Practice has issued the certificate on corporate
 governance is appended as Annexure IV to the Board''s report.
 Your Company shares listed on BSE Ltd., the listing fees for th e year
 2014-15 have bee n paid to th e stock exchange. The company has been
 complying with all the conditions require to be complied with in the
 listing agreement.
 The Director place on record their appreciation for co-operation and
 support extend by the Government, Banks, professionalism and
 enthusiastic effort displayed by them during the year.
                       Sd/-                                   Sd/-
                       Kalpana Dhakar                 Arun Agarwal
                       Director                           Director
 Place: Udaipur        (Din No. 05215041)       (Din No. 03258275) 
 Dated: 30/05/2015
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `637 Cr की खरीदारी की
  • MARKET CUES : DIIs ने कैश में `468 Cr की बिकवाली की
  • MARKET CUES : FIIs ने F&O में `2005 Cr की खरीदारी की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `494 Cr की खरीदारी
  • MARKET CUES : इंडेक्स ऑप्शंस में `2119 Cr की खरीदारी
  • MARKET CUES : स्टॉक फ्यूचर्स में `596 Cr की बिकवाली
  • MARKET CUES : स्टॉक ऑप्शंस में `12 Cr की बिकवाली
  • CITI ON DLF : Sell रेटिंग, लक्ष्य `144/Sh
  • MS ON DLF : Overweight रेटिंग, लक्ष्य `211/Sh
  • CLSA ON DLF : Buy रेटिंग बरकरार, लक्ष्य `190/Sh

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(August 06, 2018)

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