INDUSTRY STRUCTURE AND DEVELOPMENT:
The Company is mainly into Industrial Products segment at BSE. The
Company has been engaged in Manufacturing and dealing in construction related materials,
and commodities. Execution of contracts related to real estate and development of land,
development of and dealing in immovable properties. Development of properties for
Hospitality & Recreational Activities and related services and provide such services.
During the year under review the income of the company has substantially reduced.
OPPORTUNITIES AND RISKS:
The company anticipated growth because of the friendly economic
policies of the government to give boost to the sector engaged in Manufacturing and
dealing in construction related materials, and commodities. One of the main factors that
affect construction profitability is the complexity of the project. Complexity can refer
to the size, scope, design, technology, location, and duration of the project, as well as
the number and diversity of stakeholders involved. many factors can be responsible of
creating uncertainties in construction, such as the fluctuations in cost of materials,
lack of resources, changes in design and specifications or financial problems
SEGMENT WISE OR PRODUC T WISE PERFORMANCE:
The Company has two reportable Primary Business Segment i.e I.T.
Services and manufacturing and dealing in construction related materials, and commodities.
Segment wise information of Revenue, Results and Capital employed for the year ending
March 31,2023 is given in audited annual accounts of the Company (ref. Note no. 26).
OUTLOOK:
The construction industry in India is expected to expand by 5% in real
terms in 2023. This estimate has been revised down from an earlier projection of 5.2%
growth due to a decrease in foreign direct investment (FDI). Growth in the construction
industry is expected to be driven by government investment in major infrastructure
projects, increased budget allocation for the Pradhan Mantri Awas Yojana (affordable
housing scheme), and a focus on green buildings and sustainable construction. These
initiatives are expected to create new employment opportunities and demand in the
construction industry.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The company believes in systematic working and placing of proper
checks. Proper systems are in place and regular reviews are held at higher levels to check
the efficacy and relevance of system. The company has adequate Internal control systems
that commensurate with the size of the company. The Company is also continuously upgrading
itself to meet the market dynamics.
CAUTIONARY STATEMENT:
Statements in this report on Management Discussion and Analysis
describing the Companys projections, estimates, expectations or predictions may be
forward looking statements within the meaning of applicable laws or regulations. These
statements are based on certain assumptions and reasonable expectation of future events.
Actual results could, however, differ materially from those expressed or implied.
Important factors that could make a difference to the Companys operations include global
and domestic demand-supply conditions, finished goods prices, raw materials cost &
availability, changes in Government regulations and tax structure, economic developments
within India and the countries with which the Company has business contacts and other
factors such as litigation and industrial relations. Thus, the Company should and need not
be held responsible, if, which is not unlikely, the future turns to be something quite
different. Subject to this management disclaimer, this discussion and analysis should be
perused.
|
By Order of the Board of Directors |
|
For Saboo Brothers Limited |
|
Sd/- |
|
Nikhil Kuwar Singh |
|
Whole-time Director |
|
(DIN: 09127337) |
Dated: 29.08.2023 |
|
Place: Udaipur |
|
ANNEXURE-II FORM NO. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members, Saboo Brothers Limited 220, Ashok Nagar, Main Road, Girwa,
Udaipur, Rajasthan - 313001.
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Saboo Brothers
Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner
that provided me a reasonable basis for evaluating the corporate conducts / statutory
compliances and expressing our opinion thereon.
Based on our verification of the Companys books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, we hereby report that in our opinion, the Company
has, during the audit period covering the financial year ended on 31st March,
2023 (hereinafter called the Audit Period) complied with the statutory provisions
listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on March
31, 2023 according to the provisions of:
1. The Companies Act, 2013 (the Act) and the rules made thereunder and
certain provisions of Companies Act, 1956 and rules made thereunder;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and
the rules made thereunder;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
4. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment
(Not applicable to the Company during the Audit Period).
5. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992
(‘SEBI Act): a. Simplified Listing Agreement for Debt
Securities; b. The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended; c. The Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; d. The
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
e. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations,2009; f. The Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014; g. The Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Regulations, 2008; h. The Securities and Exchange Board of
India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
Companies Act and dealing with client; i. The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009; j. The Securities and Exchange
Board of India (Buyback of Securities) Regulations, 1998; k. The Securities and
Exchange Board of India (Depositories and Participants) Regulations, 2018.
6. As informed to us, the other laws as may be applicable specifically
to the Company are: a. The Electricity Act, 2003; b. The Environment (Protection)
Act, 1986;
We are not reporting on Fiscal Laws, since those are to be covered by
the Statutory Auditor in the course of Statutory Audit.
We have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India (ICSI) relating to Board meetings and General Meetings; (ii) The
Uniform Debt Listing Agreement entered into by the Company with the BSE Limited;
I have relied on the representation made by the Company and its
Officers for systems and mechanism formed by the Company for compliances under other
applicable Acts, Laws and Regulations to the Company.
Based on the information received and records maintained, we further
report the following:
I. Composition of Board of Directors:
During the financial year under review, the Board of Directors of the
Company comprised of the following Directors:
Sr. No. |
Name of director |
DIN |
Date of Appointment |
Category |
Designation |
1. |
Mr. Anurag Saboo |
01563954 |
30-09-2010 |
Non-Executive Director |
Non-Independent Director |
2. |
Mr. Loknath Mishra |
03364948 |
25-02-2013 |
Non-Executive Director |
Independent Director |
3. |
Mrs. Sushama Anuj Yadav |
07910845 |
12-11-2020 |
Non-Executive Director |
Independent Woman Director |
4. |
Nikhil Kuwar Singh |
09127337 |
21-07-2022 |
Executive Director |
Whole-time Director |
5. |
Sarojkumar Gupteshwar Pandey |
09674050 |
21-07-2022 |
Executive Director |
Whole-time Director |
6. |
Sarojkumar Gupteshwar Pandey |
AHPPP2781B |
01-09-2022 |
- |
CFO |
7. |
Mrs. Jayanti Pradhan |
BOHPP1318G |
04-06-2022 |
- |
Company Secretary &
Compliance officer |
* Mr. Roop Lal Balai has resigned from the Directorship w.e.f.
21-07-2022.
** Mr. Avinash Kapri has resigned from the Directorship w.e.f.
20-01-2023.
We further report that, The Board of Directors of the Company is
duly constituted with proper balance of Executive Directors and Non-Executive Directors,
Independent Directors & Woman Director in compliance with the provisions of Section
149 of the Companies Act, 2013. However, there are Two Independent Directors as stated
above on the Board of the Company appointed by the company. The Company should follow the
procedure prescribed under Section 149(10) and Section 149(11) of the Act with regard to
the tenure of Independent Directors.
II. Meetings of the Board of Directors:
During the financial year under review, the Company has held Eleven
(11) meetings of the Board of Directors i.e.,15/04/2022, 28/05/2022, 04/06/2022,
21/07/2023, 10/08/2023, 19/08/2022, 01/09/2022, 14/11/2022, 25/01/2023, 07/02/2023 and
21/02/2023 respectively.
For the Board meeting, adequate notice was given to all Directors.
Agenda and detailed notes on agenda of the meetings were sent in advance to all the
Directors, in compliance with the provisions of the Companies Act and the Secretarial
Standards. The Company has a system existing for seeking and obtaining further information
and clarifications on the agenda items placed before the meeting for the meaningful
participation at the meeting.
The meetings were convened as per the provisions of the Companies Act,
2013. The requisite Quorum was present in the Board Meeting held during the financial year
as per provisions of the Companies Act, 2013 and as per the requirements of the Articles
of Association of the Company.
All decisions at the Board Meeting were carried out unanimously and
recorded in the minutes book of the meetings of the
Board of Directors.
The Attendance of the Directors in Board Meetings held during the
financial year was as follows.:
Sr. No. |
Name of Director |
Category |
Designation |
No. of Meeting attended |
No. of Meeting held
during the year |
1. |
Mr. Anurag Saboo |
Non-Executive Director |
Non-Independent Director |
02 |
11 |
2. |
Mr. Loknath Mishra |
Non-Executive Director |
Independent Director |
11 |
11 |
3. |
Mrs. Sushama Anuj Yadav |
Non-Executive Director |
Independent Woman Director |
11 |
11 |
| 4. |
Nikhil Kuwar Singh |
Executive Director |
Whole-time Director |
08 |
11 |
5. |
Mr. Roop Lal Balai |
Executive Director |
Whole-time Director & CFO |
04 |
11 |
| 6. |
Mr. Avinash Kapri |
Executive Director |
Whole-time Director |
08 |
11 |
7. |
Mr. Sarojkumar Gupteshwar
Pandey |
Executive Director |
Whole-time Director |
08 |
11 |
8. |
Mr. Sarojkumar Gupteshwar
Pandey |
- |
CFO |
05 |
11 |
9. |
Mrs. Jayanti Pradhan |
- |
Company Secretary &
Compliance officer |
09 |
11 |
* Mr. Roop Lal Balai has resigned from the Directorship w.e.f.
21-07-2022.
** Mr. Avinash Kapri has resigned from the Directorship w.e.f.
20-01-2023.
III. Separate Meeting of the Independent Directors:
During the financial year under review, as per the provisions of
Section 149(8) read with Clause VII of Schedule IV of the Companies Act, 2013, a separate
meeting of Independent Directors of the Company was held on 07-02-2023.
IV. Statutory Committees of the Board:
(i) Audit Committee:
The Audit Committee of the Company has been constituted as per the
provisions of Section 177 of the Companies Act, 2013 and the Rules made there under,
Guidelines, Regulations and Standards.
As on 31.03.2023, the Audit Committee of the Board of Directors of the
Company comprised of the following members:
Sr. No. Name of Members |
Category |
Designation |
| 1. Mr. Loknath Mishra |
Non-executive & Independent Director |
Chairman |
| 2. Mrs. Sushama Anuj Yadav |
Non-executive & Independent Director |
Member |
| 3. Anurag Saboo |
Non-executive & Non- Independent
Director |
Member |
Company has conducted 4(Four) Audit Committee Meeting during the year.
| April - June |
July - September |
October - December |
January - March |
| 28/05/2023 |
10/08/2023 |
14/11/2023 |
07/02/2023 |
Adequate Notice for the Audit Committee Meeting was sent to all the
Members of the Committee. Agenda and detailed notes on agenda were sent in advance. A
system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
All decisions at the Committee Meeting were carried out unanimously and
recorded in the minutes book of the respective Committee Meetings.
The Attendance of the Members in the Audit Committee Meeting of the
Board of Directors held during the year as follows:
Meetings and Attendance of the Audit Committee during the year:
Sr. No. |
Name of Members |
Category |
No. of Meeting held during
the year |
No. of Meeting attended |
1. |
Mr. Loknath Mishra |
Non-executive &
Independent Director |
04 |
04 |
2. |
Mrs. Sushama Anuj Yadav |
Non-executive &
Independent Director |
04 |
04 |
3. |
Anurag Saboo |
Non-executive & Non-
Independent Director |
04 |
01 |
4. |
Mr. Sarojkumar Gupteshwar
Pandey |
Executive Director |
04 |
03 |
(ii) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee of the Company has been
constituted as per the provisions of Section 178 of the Companies Act, 2013 and the Rules
made there under, Guidelines, Regulations and Standards.
The Nomination and Remuneration Committee of the Board of Directors of
the Company consists of the following members:
Composition of Nomination and Remuneration Committee as on 31st March,
2023:
| Sr. No. Name of Members |
Category |
Designation |
| 1. Mr. Loknath Mishra |
Non-executive & Independent Director |
Chairman |
| 2. Mrs. Sushama Anuj Yadav |
Non-executive & Independent Director |
Member |
| 3. Anurag Saboo |
Non-executive & Non- Independent
Director |
Member |
Company has conducted Nomination and Remuneration Committee meetings on
- 28/05/2022 and 21/07/2023.
(iii) Corporate Social Responsibility:
The Corporate Social Responsibility Committee of the Company has not
been constituted as per the provisions of Section 135 of the Companies Act, 2013 and the
Rules made there under, Guidelines, Regulations and Standards as CSR provisions are not
applicable.
(iv) Risk Management Committee:
The Risk Management Committee of the Company has not been constituted
as per the provisions of the Companies Act, 2013 and the Rules made there under,
Guidelines, Regulations and Standards as provisions are not applicable.
V. Maintenance of Statutory Records:
During the period under review, as per the explanation provided by
the management, all Statutory Registers, records and other registers as prescribed under
various provisions of the Companies Act, 2013and the rules made there under were kept and
maintained by the Company properly with all necessary entries made therein. Provisions of
these Acts were duly complied with during the period under report.
VI. Filing of Statutory Returns:
All provisions of the Act and other statutes were duly complied with
regard to filing of various e-forms and returns as per the provisions of the Companies
Act, 2013 with the MCA/Registrar of Companies within the prescribed time limit with
payment of requisite fees.
All documents/intimations under various Statutes/Listing Regulations/
Business Rules were also regularly filed with the Stock Exchanges and Depositories (NSDL
and CDSL) within the prescribed due dates.
We further report that, during the audit period on the basis of
documents and explanations provided by the Company, there are adequate systems &
processes exist in the Company commensurate with the size and operations of the Company to
monitor and ensure compliance with applicable laws, rules, regulations, standards and
guidelines.
We further report that as informed, the company has responded
appropriately to notices received from various statutory/regulatory authorities including
initiating actions for corrective measures, wherever found necessary.
|
For Ramesh Chandra Mishra &
Associates |
|
Sd/- |
|
Ramesh Chandra Mishra |
|
Company Secretary in Practice |
|
FCS: 5477 |
|
PCS: 3987 |
|
UDIN NO.: F005477E000377508 |
Date: 25.05.2023 |
|
Place: Mumbai |
|
ANNEXURE TO THE SECRETARIAL AUDIT REPORT
To,
The Members, Saboo Brothers Limited 220, Ashok Nagar, Main Road, Girwa,
Udaipur, Rajasthan - 313001.
Our report of even date is to read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the company.
4. Wherever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
|
For Ramesh Chandra Mishra &
Associates |
|
Sd/- |
|
Ramesh Chandra Mishra |
|
Company Secretary in Practice |
|
FCS: 5477 |
|
PCS: 3987 |
|
UDIN NO.: F005477E000377508 |
Date: 25.05.2023 |
|
Place: Mumbai |
|
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
[PURSUANT TO REGULATION 34(3) AND SCHEDULE V PARA C CLAUSE (10)(i) OF
THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015]
To,
The Members, Saboo Brothers Limited 220, Ashok Nagar, Main Road, Girwa,
Udaipur, Rajasthan - 313001.
We certify that pursuant to disclosure made by all Directors of M/s.
Saboo Brothers Limited as required under section 164(2) and Rule 14(1) of Companies
(Appointment and Qualification of Directors) Rule, 2014 and Schedule V of SEBI (LODR)
(Amendment) Regulations, 2018 and verification of data available on MCA portal, none of
the Directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as directors of companies by the Board/Ministry of Corporate
Affairs or any such statutory authority.
|
For Ramesh Chandra Mishra &
Associates |
|
Sd/- |
|
Ramesh Chandra Mishra |
|
Company Secretary in Practice |
|
FCS: 5477 |
|
PCS: 3987 |
|
UDIN NO.: F005477E000377574 |
Date: 25.05.2023 |
|
Place: Mumbai |
|
DECLARATION UNDER REGULATION 26 OF THE SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
To,
The Members,
Saboo Brothers Limited,
As provided under Regulation 26 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, all the Board of Directors and Senior
Management Personnel of the Company have affirmed compliance with Code of Conduct for the
year ended March 31, 2023.
|
By Order of the Board of Directors |
|
For Saboo Brothers Limited |
|
Sd/- |
|
Nikhil Kuwar Singh |
|
Whole-time Director |
|
(DIN: 09127337) |
Dated: 29.08.2023 |
|
Place: Udaipur |
|
WHOLE-TIME DIRECTOR CERTIFICATE To, The Board of Directors, Saboo
Brothers Limited,
A. I have reviewed standalone and consolidated financial statements and
the cash flow statement for the year ended March 31, 2023 and to the best of our knowledge
and belief:
i. these statements do not contain any materially untrue statement or
omit any material fact or contain statements that might be misleading;
ii. these statements together present a true and fair view of the
Companys affairs and are in compliance with existing accounting standards,
applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions
entered into by the Company during the year ended March 31, 2023 which are fraudulent,
illegal or violative of the Companys code of conduct.
C. I accept responsibility for establishing and maintaining internal
controls for financial reporting and we have evaluated the effectiveness of Companys
internal control systems of the Company pertaining to financial reporting and we have
disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation
of such internal controls, if any, of which we are aware and the steps we have taken or
propose to take to rectify these deficiencies.
D. I have indicated to the Auditors and the Audit Committee:
i. that there are no significant changes in internal control over
financial reporting during the year;
ii. that there are no significant changes in accounting policies during
the year and that the same have been disclosed in the notes to the financial statements;
and
iii. that no instances of significant fraud of which we have become
aware and the involvement therein, if any, of the management or an employee having a
significant role in the Companys internal control system over financial reporting.
|
By Order of the Board of Directors |
|
For Saboo Brothers Limited |
|
Sd/- |
|
Nikhil Kuwar Singh |
|
Whole-time Director |
|
(DIN: 09127337) |
Dated: 29.08.2023 |
|
Place: Udaipur |
|
+91-9892691696
