SAI BABA INVESTMENT AND COMMERCIAL ENTERPRISES LIMITED of Sai Baba.pdf · Information Memorandum...

Information Memorandum Sai Baba Investment And Commercial Enterprises Limited

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SAI BABA INVESTMENT AND COMMERCIAL ENTERPRISES LIMITED

INFORMATION MEMORANDUM

FOR LISTING OF 11,265,000 EQUITY SHARES OF `10 EACH FULLY PAID UP

NO EQUITY SHARES ARE PROPOSED TO BE OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM

CIN: L74999DL1981PLC012736

REGISTERED OFFICE: Kaasra No 111, Bakarawala Road,

Village Mundka, New Delhi – 110041

ADMIN OFFICE:

4 Prathmesh Leela, Opp Don Bosco School,

Borivali (W), Mumbai – 400 092


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INFORMATION MEMORANDUM

FOR LISTING OF 11,265,000 EQUITY SHARES OF Rs. 10 EACH FULLY PAID UP

Sai Baba Investment And Commercial Enterprises Limited was incorporated as a Public Limited Company under the provisions of the Companies Act, 1956 on November 30, 1981 & obtained the Certificate for Commencement of Business on January 4, 1982 from the Registrar of Companies, Delhi & Haryana.

Name of Company Sai Baba Investment And Commercial Enterprises Limited

Category Public Limited Company

Registered Office Address Kaasra No 111, Bakarawala Road,

Village Mundka, New Delhi. Delhi- 110041

Administrative Office Address 4, Prathmesh Leela, Opp. Don Bosco School,

Borivali (W), Mumbai – 400 092.

Telephone & Fax No. 022-66970245

E- Mail ID [email protected]

Website www.saibabainvest.co.in

Date of Incorporation of Company November 30, 1981

CIN of the Company L65993DL1981PLC012736

ISIN of the Company INE706P01012

Name & Details of the Contact Person Mr. Dilip Pravinchandra Shah

Name of Regional Stock Exchanges where the Shares of Company are Listed

Delhi Stock Exchange Limited

Name of Other Stock Exchanges where the Shares of Company are Listed

N.A

Name & Address of Auditors of the Company Shyam C. Agrawal & Co.,

Chartered Accountants

Mumbai

Registrar & Share Transfer Agents M/s Purva Share Registry (India) Private Limited,

Unit No. 9, Shiv Shakti Industrial Estate, J .R. Boricha Marg, Opp. Kasturba Hospital Lane Lower Parel (E). Mumbai 400 011

Website: www.purvashare.com

Email: [email protected]

http://www.purvashare.com/

mailto:[email protected]


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GENERAL RISK

Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Sai Baba Investment And Commercial Enterprise Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of Sai Baba Investment And Commercial Enterprise Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved. When making an investment decision, investors must rely on their own examination of the Company including the merits and risks involved. Each investor should consult its own counsel, business advisor and tax advisor as to the legal, business, tax and related matters. ABSOLUTE RESPONSIBILITY OF SAI BABA INVESTMENT AND COMMERCIAL ENTERPRISE LIMITED

Sai Baba Investment And Commercial Enterprise Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to Sai Baba Investment And Commercial Enterprise Limited, which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares of Sai Baba Investment And Commercial Enterprise Limited are listed on the Delhi Stock Exchange Limited and are proposed to be traded on Bombay Stock Exchange Limited.

NON APPLICABILITY Since there is no offer of equity shares made through this Information Memorandum, following clauses interalia, of Schedule II shall not apply to the Company:-

Minimum Subscription

Issue Expenses

Underwriting, Commission etc

Option to subscribe

Objects, Project Cost and Means of Finance

Terms of Payment

Dispatch of allotment letters/refunds

Issue Schedule

Underwriting

Credit Rating

Consent of Directors and other Intermediaries

Expert Opinion

INFORMATION MEMORANDUM FOR TRADING OF 11,26,50,000 EQUITY SHARES OF RS.10/- EACH FULLY PAID UP


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SECTION-I GLOSSARY OF TERMS/ABBREVIATIONS Articles of Association of Sai Baba Investment And Commercial Enterprise Limited

Auditors The Statutory Auditors of Sai Baba Investment And `Commercial Enterprises Limited

Banker(s) to the Company The Bankers of Sai Baba Investment And Commercial Enterprise Limited

Board of Directors/ Board/ Directors

The Board of Directors of Sai Baba Investment And Commercial Enterprise Limited

BSE Bombay Stock Exchange Limited

Companies Act The Companies Act, 1956 & The Companies Act, 2013, as amended from time to time

DSE Designated Stock Exchange.

EPS Earnings per Equity Share

Equity Shares Equity Shares of the Company of Rs.10/- each

Financial year/ fiscal/ FY The twelve months ended March 31 of a particular year

Information Memorandum This document as filed with the Stock Exchanges is known as and referred to as the Information Memorandum

I. T. Act The Income-tax Act, 1961, as amended from time to time, except as stated otherwise

Memorandum/of Association

The Memorandum of Association of Sai Baba Investment And Commercial Enterprise Limited

Company Sai Baba Investment And Commercial Enterprise Limited

NSDL National Securities Depository Limited

CDSL Central Depository Services (I) Ltd

RBI Reserve Bank of India

ROC Registrar of Companies, Delhi & Haryana

SEBI The Securities and Exchange Board of India constituted under the SEBI Act

SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time.


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SECTION-II RISK FACTORS& MANAGEMENT PERCEPTION THEREOF RISK FACTORS Risk envisaged by the Management The Company has entered into the business of buying, selling, exchanging, distributing, marketing, installing or otherwise dealing in all kinds of goods, materials, things etc. and financing or advancing loans to Industrial companies, making investment in capital market and also Real Estate Business. The slowdown in global/domestic economy affects the business of the company. Also Investing in the Equity Shares of the Company involves a high degree of risk. Before investing in our Equity Shares, you should carefully consider all the information in this Document, including the risks and uncertainties described below and in the sections “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”, as well as the “Financial Statements” and related notes. If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our business and financial results could be materially and adversely affected, the trading price of the Equity Shares could decline significantly and you may lose all or part of your investment. MANAGEMENT PERCEPTION The Company has been in the business for the last 32 years and has seen many ups and down in the economy of India as well as Global. The Company follows conservative investment pattern and has committed client base for its services. Barring unforeseen circumstances, the Company expects to withstand the Global/Indian economy meltdown. The Management of the Company is looking forward to achieve new heights on the corporate front with the new objects as adopted by the Company recently. Also, the management has hired good professionals to render their expert services in the new ventures Listing : Delhi Stock Exchange Limited Now the Equity Shares of the Company i.e. Sai Baba Investment And Commercial Enterprises Limited shall be admitted for direct listing on BSE Limited. Such admission for listing shall be subject to fulfillment by the Company of listing criteria of BSE for such issues and also subject to such other terms and conditions as may be prescribed by BSE at the time of the application by the Company seeking listing.

Eligibility Criterion The Company is submitting its Information Memorandum, containing information about itself, making disclosures in line with the disclosure requirement for public issues, as applicable, to BSE for making the said Information Memorandum available to public through their website viz. www.bseindia.com. Prohibition by SEBI The Company, its directors, its promoters, other companies promoted by the promoters and companies with which the Company’s directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI. Caution The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

http://www.bseindia.com/


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Disclaimer Clause of BSE As required, a copy of this Information Memorandum is being submitted to BSE. The BSE does not in any manner:

• warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or

• warrant that this Company’s securities will be traded or will continue to be traded on the BSE; or • take any responsibility for the financial or other soundness of this Company, its promoters, its

management or any scheme or project of this Company; and it should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by the BSE. Every person who desires to acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. Filing Copies of this Information Memorandum have been filed with BSE in due compliance. Listing Application has been made to BSE for permission to deal in and for an official quotation of the Equity Shares of the Company. The Company has already taken steps for the completion of necessary formalities for commencement of trading at the Stock Exchange mentioned above. Demat Credit The Company has executed Agreements with NSDL and CDSL for its securities in demat form as per the following details: Dematerialization of Shares Tripartite agreements have been signed between the Company, the Registrar and CDSL and NSDL. The ISIN No. allotted to the Company is INE706P01012.

Registrar & Share Transfer Agent M/s Purva Share Registry (India) Private Limited, Unit No. 9, Shiv Shakti Industrial Estate, J .R. Boricha Marg Opp. Kasturba Hospital Lane Lower Parel (E) Mumbai 400 011 Website: www.purvashare.com Email: [email protected]

Auditors Shyam C. Agrawal & Co., Chartered Accountants Mumbai

Banker to the Company Axis Bank Limited Rameshwar Co-operative Bank Ltd

Company Secretary & Compliance Officer Pawan Rajendra Yadav ACS No. 33326

Email id: [email protected]

Investors can contact the Compliance Officer in case of any share transfer related problem.

http://www.purvashare.com/



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SECTION III - GENERAL INFORMATION Company Profile SAI BABA INVESTMENT AND COMMERCIAL ENTERPRISE LIMITED is in well diversified business as powered by Memorandum of Association. In the Following sector Company is doing business.

Buying, Selling, Distributing, Marketing of goods, objects, and all other kinds of commodities etc.

Loan & Advances

Financing to Industrial Company

Management and Financial Consultancy

Real Estate Business INCORPORATION Sai Baba Investment And Commercial Enterprise Limited was incorporated as a public limited company under the provisions of the Companies Act, 1956 on November 30, 1981 & obtained the Certificate for Commencement of Business on January 4, 1982 from the Registrar of Companies, Delhi & Haryana. DIRECTORS Company is managed by 6 Directors and All Directors of Company have long experience in Capital Market, Finance and Accounting and Real Estate Sector. REGISTERED OFFICE Kaasra No. 111, Bakarawala Road, Village Mundka, New Delhi - 110041

List of Directors

Sr. No.

Name Designation

1 DILIP PRAVINCHANDRA SHAH Whole Time Director

2 PRIYANK ARVIND SHAH Director

3 VIJAY PANDERE Director

4 RAM AVTAR SHARMA Promoter Director & Chairman

5 TEJAS NAGINDAS MEHTA Director


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IV. CAPITAL STRUCTURE

A. The share capital of the Company as at the date of this Information Memorandum is set forth

below:

Sr. No

Particulars Aggregate value at face

value / Aggregate Nominal Value (in Lakhs)

A Authorized Capital 1,50,00,000 Equity Shares of face value Rs.10/- each

1500

TOTAL 1500

B Issued Subscribed & Paid Up Capital 11,26,500 Equity Shares of face value Rs.10/- each fully paid-up

1126.5

TOTAL 1126.5

B. Share Capital History of the Company/ Evolution of Capital

Date of Allotment

Mode of Issue

Consideration No. of shares

Distinctive Nos. From -To

Whether listed at DSE or not

At the time of Incorporation

Subscription to the Memorandum

Issued at par for cash

70 01-07 Shares listed on Delhi Stock Exchange.

06-10-1982 IPO Issued at par for cash


27-01-1983

Preferential Allotment



13-12-2013 Preferential Allotment


1,10,20,000 245001-11265000 Shares listed on Delhi Stock Exchange.

Total 11265000

Further to inform that the Company has not issued shares at discount or at premium and the shares of the Company have never been forfeited. C. Details of Outstanding Convertible Warrants:

We hereby declare that there are no outstanding convertible warrants pending for conversion as

on the date of this Information Memorandum. D. Statement showing Share Holding Pattern of Sai Baba Investment And Commercial

Enterprises Limited as per clause 35 of Listing Agreement as on December 31, 2013:

Shareholding Pattern of the Company for December, 2013 and March 2014 quarter is attached herewith along with the document and marked as Annexure – 7


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List of Top 10 Shareholders as on March 31, 2014 along with the number of shares held

Sr. No. Name of the Shareholder No of Shares

held % of total Share

Capital

1 Astrid Multilink Trading LLP 9,15,000 8.12

2 Ranchhodbhai Kanjibhai Detroja 8,34,200 7.40

3 Mahesh Ranchhodbhai Detroja 8,34,200 7.40

4 Shobhanaben R. Detroja 7,82,350 6.94

5 Showman Trading Company Private Limited 6,50,000 5.77

6 Jagdishbhai D Thakkar 4,70,000 4.17

7 Dinesh C Thakkar 3,30,000 2.92

8 Dhaval J Thakkar 2,00,000 1.77

9 Harendra Singh 2,00,000 1.77

10 Atul M. Birla HUF 2,00,000 1.77

V – HISTORY

Sai Baba Investment And Commercial Enterprise Limited was incorporated as a public limited company under the provisions of the Companies Act, 1956, on November 30, 1981 & obtained the Certificate for Commencement of Business on January 4, 1982 from the Registrar of Companies, Delhi & Haryana. The Company has made application for change of registered office from the state of Delhi to Mumbai; however the approval of the Regional Director for the change of registered office outside the state is yet to be obtained. The Company has also altered its Main Object vide Special resolution passed on October 8, 2013 through Postal Ballot in accordance with the provision of Section 192A of the Companies Act, 1956 and obtained the Certificate of Registration of Special Resolution from Registrar of Companies, Delhi on January 29, 2014. Holding Company and Subsidiary, if any There are no holding as well as subsidiary company of Sai Baba Investment And Commercial Enterprises Limited.


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VI- The Main Object of Company as stated in MOA to be carried out upon incorporation is stated below:

1. To carry on the business as buyers, sellers, importers, exporters, stockists, agents, commission

agent, forwarding and clearing agents, distributors, warehousemen, merchants, traders, sales organizers, representatives of manufacturers of all kinds of commodities, goods, articles, materials and things, for that purpose, to buy, sell, exchange, market, pledge, distribute, install, services, maintain or otherwise deal in all kinds of commodities, articles, materials and things.

2. To carry on the business of a company with the object of financing industrial enterprise, project

financing, joint ventures financing, portfolio investment and to make loan, give guarantees, provide securities to any other company whether promoted by this company or not, to advise on financial matters, management consultant and to undertake operation or transaction on individual capacity or along with partnership firm in a lawful manner and also to acquire, hold shares, stock, debenture, debenture stocks, bonds, issued or guaranteed by any company, government, sovereign rural commission, public body or authority, supreme, municipal, local or otherwise whether at home or abroad or any obligation or securities by original subscription, tender, purchase exchange or otherwise and to subscribe for the same, either conditionally, or otherwise and to guarantee the subscription thereof and exercise and enforce all the rights and powers conferred by or incidental to the ownership, to issue shares, debenture, debenture stock, bonds, obligation and securities of all kinds and to frame, constitute and secure the same, as may be seem expedient, will full power to make the same transferable by delivery or by instrument of transfer or otherwise, and either perpetual or terminate and either redeemable or otherwise and to charge or secure the same by trust deed or otherwise on the undertaking of the Company (including, if thought fit, uncalled capital) or otherwise howsoever; to export, import, buy, sell, barter, exchange pledge, make advance upon, invest in and otherwise deal in goal, silver, bullion, stocks, shares, securities of all kinds and description.

3. To deal in real estate business and for the purpose, buy, sell, take on lease, give on lease or on

license, maintain, develop, demolish, alter, construct, build and turn to account any land or buildings owned or acquired or leased by the Company or in which the Company may be interested as owners, lessors, lessees, licensors, licensees, architects, builders, interior decorators and designers, as vendors, contractors, property developers and real estate owners and agents whether such land or building or the development thereof be for or in respect of residential or commercial purposes such as

multi‐storeyed buildings, complexes, houses, flats, offices, shops, garages, cinemas, theatres, hotels,

restaurants, motels or other structures of whatsoever description including prefabricated and pre‐cast houses, buildings and erections and to enter into contracts subcontracts, and to carry on the business of Builders, Architects, Surveyors, Valuers, Contractors, Commission Agents and General Agents or otherwise to acquire, sell, and to dispose of and deal in movable and immovable properties of every description.

As per the Main object of the Memorandum of Association of the Company, it is allowed to carry out the business in the following areas:

Buying, Selling, Distributing, Marketing of goods, objects, and all other kinds of commodities etc.

Loan & Advances

Financing of Industrial Company

Management and Financial Consultancy

Real Estate Business


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The present Business activities of the Company:

During the financial year 2013 – 2014 the Company has engaged into the following business activities: 1. The Company is indulge into the business of financing loans, project financing to various parties on

interest who are engaged in various business models. The loans and advances enable the Company to earn interest income in its ordinary course of business operation. The same is reflected in the financials of the Company.

2. The Company has invested its funds in the Realty Projects of M/s. Everest Aangan Private Limited, which is engaged in construction of residential towers and Commercial complexes. The recent project of M/s. Everest Aangan Private Limited is located at Turbhe, Airoli, Navi Mumbai.

3. The Company is also in process of mobilizing its funds in various other realty projects. VII – PROMOTERS & GROUP COMPANIES

A. BRIEF PROFILE: MR. RAMAVTAR SHARMA - Promoter & Director The Company is promoted by Mr. Ram Avtar Sharma, a businessman engaged in the business of manufacturing, distribution and marketing of Fast Moving Consumer Goods (FMCG). He founded the company in 1981, since then he has been sharing his expertise and knowledge as an entrepreneur for the growth and development of the Company. He was appointed on the Board of the Company w.e.f November 30, 1981 and he was re-appointed in the last Annual general Meeting of the Company and is currently holding the position of Chairman of the Company. MR. TEJAS NAGINDAS MEHTA – Non Executive Independent Director Mr. Tejas Nagindas Mehta is a Bachelor in the field of Commerce. He was appointed as a Non - Executive Director of the Company w.e.f. September 30, 2013. He has a vast experience to his credit in the field of Accounting and Finance and has been sharing his knowledge in the field for maintenance of all requisite books of accounts, registers and other records in proper format.

MR. PRIYANK ARVIND SHAH - Non–Executive Independent Director Mr. Priyank Arvind Shah is a Bachelor in the field of Commerce and is providing his valuable services for proper administration of the branch offices of Company. He was appointed as Director of the Company w.e.f. September 30, 2013.

MR. VIJAY PANDERE – Non – Executive Independent Director Mr. Vijay Pandhere is a B.COM Graduate, and is appointed as a director of the Company on September 30, 2013. He is an expert in the field of Marketing and advertisement and publicity. MR. DILIP PRAVINCHANDRA SHAH - Whole time Director Mr. Dilip Pravinchandra Shah is a Bachelor in the field of Commerce and was appointed as Director of the Company w.e.f October 17, 2013. He was further appointed as Whole Time Director of the Company w.e.f. January 06, 2014. Mr. Dilip Shah is looking the sector of Real Estate division of the Company. There is no outstanding litigations, tax liabilities, criminal/civil proceeding for any offence, defaults, disputes etc against company, its promoters/directors, group companies (whether or not covered under Section 370 (1-B) of the Companies Act, 1956) and other concerns of the promoters


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B. Details of Group/Subsidiary Companies

We hereby confirm that there are no group/subsidiary companies as on the date of this Information Memorandum of our Company i.e. Parnami Credits limited. Thus, below mention details are not applicable: Group Companies N.A Promoter or Group Companies, if any N.A Holding Company, if any N.A Subsidiary, if any N.A Website for obtaining details regarding such companies N.A Stock Exchanges where the securities are listed N.A Market Price and Volume data N.A

C. Various registrations / licenses / permissions with the group:

(a) Sai Baba Investment And Commercials Enterprise Limited

(b) Detail of Legal Matters Filed By/Against The Company/Promoter/Group Co.

• No Legal Matter is filed by or is pending against the Company

D. STATEMENT SHOWING DETIALS OF THE DIVIDENT PAID BY THE COMPANY WITHIN LAST 10 FINANCIAL YEARS

We hereby declare that the Company has not paid any dividend to shareholders during any of the last 10 financial years. Thus, statement showing the details of the dividend paid by the Company is not required to be given.

We further confirm that the Company has not declared any cash bonuses to any stakeholders of the Company during the last 10 (Ten) financial years.

E. STATEMENT COFIRMING PARTICULARS OF ALL MATERIAL CONTRACTS

We hereby declare and confirm that the Company has not entered into any material contracts,

agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company). Hence the disclosure for the same is not required.

F. STATEMENT CONFIRMING PARTICULARS OF COMMISSION, BROKERAGE, DISCOUNTS GRANTED

We hereby confirm that the Company has not given any commission, brokerage, discounts or other special terms including an option for the issue of any kind of securities granted to any person. Hence the disclosure for the same is not required.

Particulars Number Date of effectiveness Status as on date

Listing with DSE 3973 01/01/1983 Continuing


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VII – STATUS ON CORPORATE GOVERNANCE REPORT ON CORPORATE GOVERNANCE I. Company’s Philosophy on Code of Corporate Governance

The Company continues to believe in its philosophy that Corporate Governance envisages the attainment of the highest level of transparency, accountability and equity in all areas of its operations and interactions with customers, shareholders, investors, employees, and government authorities.

The Company emphasizes on good Corporate Governance and believes in maintaining highest standards of quality and ethical conduct in all activities of the Company.

II. Board of Directors (Board)

a) Composition

The Board comprises of 5 (Five) directors and has been maintaining an optimum combination of Executive, Non-executive Directors and Independent Directors which is in conformity with the requirement of Clause 49 of the Listing Agreement in this regard. The composition of the Board as on March 31, 2014 is as follows:

Board Composition

Particulars No. of Directors

Non-executive Directors (NED) 3

(Independent Directors out of the above NED) 3

Executive Director 1

Whole Time Directors 1

Total 5

All the directors have made the necessary disclosures regarding Committee positions. None of the Directors is a Member of more than 10 Committees and Chairman of more than 5 Committees across companies in which he is a Director.

b) The details of the Directors on the Board of the Company during the year ended March 31,

2013 are as under:

S.No Name of Director Category (see Note 1)

Attendance at Board Meetings held during FY 2012 - 2013

Attendance at last AGM held on 30.09.2013

No. of Other Directorships held (including private Companies)

Held Attended As on 31.03.2013

1 Tejas Nagindas Mehta NED (I) Yes No Yes 4

2 Priyank Arvind Shah NED (I) Yes No Yes 3

3 Ram Avtar Sharma ED (P)(C) Yes Yes Yes 2

4 Dilip Pravinchandra Shah WTD Yes No Yes 2

5 Vijay Pandere NED (I) Yes No Yes 2

* Note 1: NED: Non Executive Director; NED (I):Non Executive Director & Independent; ED (P) (C): Executive Director Promoter & Chairman, WTD: Whole Time Director


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c) Relationship with Directors inter-se:

As on March 31, 2013 none of the Directors are related inter-se.

d) Shareholding of Non Executive Directors

Shareholding as on March 31, 2013 is as follows:

Non Executive director of the company do not hold any shares in the share capital of the Company.

e) Board Meetings :

During the financial year 2012-2013, the Board met 6 (Six) times as follows:

Board Meetings are held in every quarter. In addition to this, Board Meetings are convened to transact special businesses, as and when necessary.

III. Committee of Directors under Corporate Governance Code a) Audit Committee of Directors (Audit Committee)

Composition: The Audit Committee presently comprises of 2(Two) Independent Directors and 1(One) Executive director. The Chairman is an Independent Director. The Committee generally discharge such duties as may be require under the Clause 49 of the Listing Agreement with Stock Exchange and other functions as may be specifically delegated to the committee of the Board of Directors. The Committee’s composition can be illustrated as follows:

NAME OF MEMBER STATUS

Tejas Nagindas Mehta Chairman (Independent Director)

Ram Avtar Sharma Member (Promoter Director)

Vijay Pandhere Member (Independent Director)

The powers and terms of reference of the Audit Committee are as mentioned in Clause 49 II (C), (D) & (E) of the Listing Agreement and section 292A of the Companies Act, 1956 which inter alia, include overseeing financial reporting processes, reviewing with the management the financial statements, accounting policies and practices, adequacy of internal audit functions and discussion with internal auditors on any significant findings, financial and risk management policies.

Date of Board Meeting Total number of Directors on the date of meeting

Number of Directors who attended

May 16, 2012 6 4

August 17, 2013 6 4

November 14, 2013 6 4

January 16, 2013 5 4

February 14, 2013 5 3


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b) Investor Grievance Committee

The Company has a Shareholders Investors Grievance Committee, which is headed independently by Mr. Priyank Arvind Shah, Independent director of the Company. Mr. Priyank Arvind Shah attend and address to grievance or complaints received from shareholders/ investors as and when it is received. The Investor Grievance Committee has been constituted to attend to requests of dematerialization of shares, rematerialisation of shares, share transfer and to redress investor’s grievance/complaints such as non-receipt of Balance Sheet, non-receipt of Dividend and entertains such other related matters.. The composition of the Committee is as follows:

Name of Member Status

Priyank Shah Chairman (Independent Director)

Vijay Pandhere Member (Independent Director)

Dilip Shah Member (Non- Indpendent)

Mr. Pawan Rajendrasingh Yadav, Company Secretary of the Company assists and manages the Grievance Committee along with the other members of the Committee. The Company Secretary helps the members of the Committee to arrive at workable solution to the complaints or queries of the shareholders/investors. No Investor Compliant is pending against the Company as on March 31, 2014.

c) Remuneration Policy The Board of Directors has not appointed a separate remuneration committee, it being a non-

mandatory requirement. At present the Board of Directors determine the remuneration of the Executive Director. Presently the remuneration paid to the Executive Directors are as follows: Mr. Dilip Pravinchandra Shah (Whole Time Director): Salary and other benefits : 10000/- Contribution to Provident & Other Funds : NIL

IV. Code of Conduct The Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel. All Board Members and Senior Management Personnel have confirmed compliance with the said code of conduct for the financial year ended March 31, 2013. The declaration to this effect signed by the Managing Director forms part of the Annual Report for the FY 2012-13.

V. CEO/CFO Certification As required by Clause 49 (V) of the Listing Agreement, Managing Director’s certification of the Financial Statements, the Cash Flow Statement and the Internal Control Systems for financial reporting has been annexed to the Annual Report filed for the FY 2012-2013

a) Secretarial Audit A qualified practicing Company Secretary carried out the Secretarial Audit on quarterly basis to reconcile the share capital with National Securities Depository Services Ltd. (“NSDL”) and Central Depository Services Ltd. (“CDSL”) and the total issued and listed capital. The audit confirms that the total issued /paid-up capital is in agreement with total number of shares in physical forms and total number of demat shares held with NSDL and CDSL


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b) Brief resume of Director being appointed / re-appointed

A brief resume, nature of expertise in specific functional areas, names of companies in which the person already holds directorship and membership of committees of the Board and his shareholdings in the Company forms part of the Notice of the Annual General Meeting, has been annexed to the Annual Report filed for the FY 2012-2013.

c) Compliance with mandatory and non-mandatory requirements The Company has complied with all the mandatory requirements along with some non-mandatory requirements also.

1. Compliance Certificate of the Auditors

Certificate from the Auditors of the Company, M/s. Vinod Arora& Co., confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 has been obtained by the Company which forms part of the Annual Report. This Certificate has also been forwarded to the Stock Exchanges where the securities of the Company are listed.

2. Means of communication

The information about the financial performance of the Company is disseminated on a regular basis through newspapers and website of the Company; www.saibabainvest.co.in besides communicating the same to the Stock Exchanges. Further, financial results, corporate notices etc. of the Company are published in the newspapers like, Financial Express and Jansatta (Hindi). Designated exclusive e-mail ID: The Company has designated the following e-mail ID exclusively for investor servicing: [email protected]

VI. Details of General Body Meetings

1. The location and time for last three Annual General Meetings is as follows:

Year Location Date Time Whether any special resolution passed therein

2013 Registered Office 30/09/2013 11.30 A.M YES

2012 Registered Office 29/09/2012 11.30 A.M NO

2011 Registered Office 30/09/2011 11.30 A.M NO

2. No special resolution was passed through postal ballot at the last AGM.

3. No special resolution is proposed to be passed through postal ballot at the ensuing AGM.

http://www.saibabainvest.co.in/


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VII. Disclosures:

1. There was no related party transaction as required to be disclosed in compliance with the Accounting Standard 18 “Related Party Disclosures” issued by the Institute of Chartered Accountants of India (ICAI)

2. No Strictures/Penalties have been imposed on the Company by the Stock Exchange or the Securities and Exchange Board of India (SEBI) or any statutory authority on any matters related to capital markets during the last three years.

3. In the preparation of the financial statements, the Company has followed the Accounting Standards issued by ICAI. The significant accounting policies, which are consistently applied, have been set out in the Notes to Accounts.

VIII. General Member Information

i) Financial Calendar 2013-2014

ii) Dividend Payment date : N.A

iii) Other shareholder information:

Listing on Stock exchange The Equity shares of the Company are listed on the Delhi Stock Exchange Limited. The listing fee has been paid to the Stock Exchange.

Stock code 3973

Market Price Data No Market Price Data for the year under review is available as the shares were in physical form, during this year.

Performance in comparison to broad-based indices such as BSE Sensex:

Since the Company’s shares are listed only on the Delhi Stock Exchange Limited and not with any other Stock Exchange and accordingly such comparison is not possible for the Company’s Share Prices.

Registrar & Share Transfer Agents

M/s Purva Share Registry (India) Private Limited, Unit No. 9, Shiv Shakti Industrial Estate, J .R. Boricha Marg Opp. Kasturba Hospital Lane Lower Parel (E) Mumbai 400 011 Email: [email protected]

Results for the quarter ended June, 2013. Announced on 14th

August, 2013.

Results for the quarter ended September, 2013. Announced on 14th

November, 2013.

Results for the quarter ended December, 2014. Announced on 14th February, 2014.

Results for the year ended 31st March, 2014 Will be announced on/before 30th May,

2014.



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Share Transfer System The Share Transfers (pertaining to shares in Physical

Mode) are registered and returned within the stipulated time, if documents are complete in all respects. In respect of the shares held in dematerialized mode, the transfer takes place instantaneously between the transferor, transferee and the Depository Participant through electronic debit/credit of the accounts involved.

iv) Shareholding Pattern as on December 31, 2013 is as follows:

v) Dematerialization of shares and Liquidity

As on date, 11,265,000 shares aggregating to 100% of the paid up share capital are held in dematerialized mode.

vi) Outstanding GDRs/ADRs/Warrants

No GDR / ADR / Warrant or any convertible instrument has been issued by the Company.

vii) Address for correspondence

The members may address their communication/ grievances/ queries to the Company/ Registrar and Share Transfer Agent at the following address:

4 Prathmesh Leela, Opp Don Bosco School, Borivali (W), Mumbai – 400 092.

(Members are requested to quote their folio number/DP ID & Client ID in all their correspondence with the Company/ RTA).

S.No. Category No. of equity shares % of shares

1. Promoters 1450 0.01

Sub Total (A) 1450 0.01

2. Public Shareholding

o Bodies Corporate o Individuals o Others

670100 10593450

5.94 94.03 0.00

Sub Total (B) 11263550 99.99

Grand Total (A)+(B) 11265000 100.00


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IX - MANAGEMENT DISCUSSIONS AND ANALYSIS

MANAGEMENT DISCUSSION AND ANALYSIS 1. Financial Performance of the Company (Amt in Rupees)

Particulars Year ended 31.03.2013 Year ended 31.03.2012

Gross Revenue 365000 -

Expenditure 40236 13558

Profit Before Tax 324764 (13558)

Provision For Taxation

- Current Income Tax (73292) --

- Fringe Benefit Tax -- --

- Deferred Income Tax -- --

- STT Charges -- --

- Mat Credit -- --

Profit After Tax 251472 (13558)

Proposed Dividend -- --

The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss A/c for the year.

2. Human Resources

The Company respects and values the diverse qualities and background that its people bring to it and are committed to utilize the richness of knowledge, ideas, experience that this diversity provides. The Company has built a resource base and cross- functional managers to take care of multi dimensional businesses.

3. Disclosures

During the year the Company has not entered into any transaction of material nature with its promoters, the Directors or the management, their subsidiaries or relatives etc that may have potential conflict with the interest of the Company at large.

All details of transactions covered under related party transactions are given in the Notes to Accounts (Note 9 of Schedule 14).

4. Cautionary Statement:

Statements in this Management Discussion and Analysis describing the company’s objectives, projections, estimates and expectations may be “forward-looking statements” within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied. Important factors that could make difference to the Company’s operations include change in government regulations, tax regimes, economic developments within and without India.


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SECTION X: OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

I. CASES FILED BY OUR COMPANY Civil Cases There are no civil proceedings filed by our Company. Criminal Cases There are no criminal proceedings filed by our Company. II. CASES FILED AGAINST OUR COMPANY Civil proceedings There are no civil proceedings filed against our Company. Criminal Proceedings There are no criminal proceedings filed against our Company. III. INDIRECT TAX PROCEEDINGS INVOLVING OUR COMPANY NIL IV. LITIGATIONS INVOLVING OUR PROMOTER (i) Proceedings of Civil nature

(a) By the promoters

NIL

(b) Against the promoters NIL

(ii) Proceedings of a Criminal nature (a) By the promoters

NIL

(b) Against the promoters

NIL


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V. LITIGATIONS INVOLVING DIRECTORS OF OUR COMPANY

(i) Proceedings of Civil nature

(a) By the Directors of our Company

NIL

(b) Against the Directors of our Company NIL

(ii) Proceedings of a Criminal nature-

(a) By the Directors of our Company NIL

(b) Against the Directors of our Company NIL

VI. LITIGATIONS INVOLVING OUR GROUP COMPANIES (i) Proceedings of Civil nature

(a) By our Group Companies

NIL

(b) Against our Group Companies NIL

(ii) Proceedings of a Criminal nature-

(a) By our Group Companies NIL

(b) Against our Group Companies NIL


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SECTION XI - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY SHARE CAPITAL AND VARIATION OF RIGHTS Title of Article Article Number and contents Share Capital

3. The authorised share capital of the Company shall be as per clause 5 of the Memorandum of Association of the Company with power to increase or reduce the share capital and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, or such other rights, privileges or conditions as may be determined in accordance with the regulations of the Company and to vary, modify, abrogate any such rights, privileges of conditions in such manner as may be provided by the regulations of the Company and consolidate, sub-divide the shares and issue shares of higher or lower denomination. Further, the Company may from time to time by Ordinary Resolution increase its authorised share capital by such sum and to be divided into Shares of such amount as may be specified in the resolution.

Increase of capital by the Company how carried into effect

4. The Company may in General Meeting from time to time by Ordinary Resolution increase its capital by creation of new Shares which may be unclassified and may be classified at the time of issue in one or more classes and of such amount or amounts as may be deemed expedient. The new Shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the resolution shall prescribe and in particular, such Shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company and with a right of voting at General Meeting of the Company in conformity with v 87 of the Act. Whenever the capital of the Company has been increased under the provisions of this Article the Directors shall comply with the provisions of Section 97of the Act.

New Capital same as existing capital

5. Except so far as otherwise provided by the conditions of issue or by these Presents, any capital raised by the creation of new Shares shall be considered as part of the existing capital, and shall be subject to the provisions herein contained, with reference to the payment of calls and installments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise.

Non Voting Shares

6. The Board shall have the power to issue a part of authorised capital by way of non-voting Shares at price(s) premium, dividends, eligibility, volume, quantum, proportion and other terms and conditions as they deem fit, subject however to provisions of law, rules, regulations, notifications and enforceable guidelines for the time being in force.

Redeemable Preference Shares

7. Subject to the provisions of Section 80 of the Act, the Company shall have the power to issue preference shares which are or at the option of the Company, liable to be redeemed and the resolution authorizing such issue shall prescribe the manner, terms and conditions of redemption.

Voting rights of preference shares

8. The holder of Preference Shares shall have a right to vote only on Resolutions, which directly affect the rights attached to his Preference Shares.


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Title of Article Article Number and contents

Provisions to apply on issue of Redeemable Preference Shares

9. On the issue of redeemable preference shares under the provisions of Article 7 hereof, the following provisions-shall take effect: (a) No such Shares shall be redeemed except out of profits of which would otherwise be available for dividend or out of proceeds of a fresh issue of shares made for the purpose of the redemption. (b) No such Shares shall be redeemed unless they are fully paid. (c) The premium, if any payable on redemption shall have been provided for out of the profits of the Company or out of the Company's security premium account, before the Shares are redeemed. (d) Where any such Shares are redeemed otherwise then out of the proceeds of a fresh issue, there shall out of profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called "the Capital Redemption Reserve Account", a sum equal to the nominal amount of the Shares redeemed, and the provisions of the Act relating to the reduction of the share capital of the Company shall, except as provided in Section 80 of the Act apply as if the Capital Redemption Reserve Account were paid-up share capital of the Company. (e) Subject to the provisions of Section 80 of the Act. The redemption of preference shares hereunder may be effected in accordance with the terms and conditions of their issue and in the absence of any specific terms and conditions in that behalf, in such manner as the Directors may think fit.

Reduction of capital

10. The Company may (subject to the provisions of Section 100 to 105, both inclusive, and other applicable provisions, if any, of the Act) from time to time by Special Resolution reduce (a) the share capital; (b) any capital redemption reserve account; or (c) any security premium account. in any manner for the time being, authorised by law and in particular capital may be paid off on the footing that it may be called up again or otherwise. This Article is not to derogate from any power the Company would have, if it were omitted.

Purchase of own Shares

11. The Company shall have power, subject to and in accordance with all applicable provisions of the Act, to purchase any of its own fully paid Shares whether or not they are redeemable and may make a payment out of capital in respect of such purchase.

Sub-division consolidation and cancellation of Shares

12. Subject to the provisions of Section 94 and other applicable provisions of the Act, the Company in General Meeting may, from time to time, sub-divide or consolidate its Shares, or any of them and the resolution whereby any Share is sub-divided may determine that, as between the holders of the Shares resulting from such sub-divisions, one or more of such Shares shall have some preference or special advantage as regards dividend, capital or otherwise over or as compared with the other(s). Subject as aforesaid, the Company in General Meeting may also cancel shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled.


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SECTION XII - MATERIAL DOCUMENTS FOR INSPECTION 1. Memorandum and Articles of Association of the Company as amended from time to time. 2. Certificate of Incorporation of the Company. 3. Copies of Annual Report of Sai Baba Investment And Commercial Enterprise Limited for the year

ended 31st March, 2013.

SECTIONS-XIV - PURPOSE OF LISTING The entire Equity Share Capital of the Company is currently listed at Delhi Stock Exchange and the Company is regularly complying with the Listing compliances. However, since no trading platform is available on the Delhi Stock Exchange, the trading of the securities of the Company is not carried out in this stock exchange. Since the Bombay Stock Exchange Ltd. (BSE) is the prestigious exchange in terms of listed companies (over 5000 Companies) providing a host of services to capital market participants including risk management, clearing, settlement, market data services and education, nation-wide trading terminals and also has a global reach with customers around the world with a nation-wide presence, getting the Company listed at BSE will provide the members of the Company, investors and/or traders, the facility to trade in the shares of the company, better liquidity of funds, help in mobilizing savings for economic development as well as protect the investors interest by ensuring full disclosures. * Further considering the followings benefits of listing, the Management has got motivated to get the securities of the Company listed on BSE: a. Fund Raising and exit route to investors:

Listing provides an opportunity to the Corporate / entrepreneurs to raise capital to fund new projects/undertake expansions/diversifications and for acquisitions. Listing also provides an exit route to private equity investors as well as liquidity to the ESOP-holding employees.

b. Ready Marketability of Security:

Listing brings in liquidity and ready marketability of securities on a continuous basis adding prestige and importance to listed companies.

c. Ability to raise further capital:

An initial listing increases a company's ability to raise further capital through various routes like preferential issue, rights issue, Qualified Institutional Placements and ADRs/GDRs/FCCBs, and in the process attract a wide and varied body of institutional and professional investors.

d. Supervision and Control of Trading in Securities:

The transactions in listed securities are required to be carried uniformly as per the rules and byelaws of the exchange. All transactions in securities are monitored by the regulatory mechanisms of the stock exchange, preventing unfair trade practices. It improves the confidence of small investors and protects them.

e. Fair Price for the Securities:

The prices are publicly arrived at on the basis of demand and supply; the stock exchange quotations are generally reflective of the real value of the security. Thus listing helps generate an independent valuation of the company by the market.


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f. Timely Disclosure of Corporate Information:

The listing agreement signed with the exchange provides for timely disclosure of information relating to dividend, bonus and right issues, book closure, facilities for transfer, company related information etc by the company. Thus providing more transparency and building investor confidence.

g. Collateral Value of Securities:

Listed securities are acceptable to lenders as collateral for credit facilities. A listed company can also borrow from financial institutions easily as it is rated favorably by lenders of capital; the company can also raise additional funds from the public through the new issue market with a greater degree of assurance.

h. Better Corporate Practice:

Since the violation of the listing agreement entails the de-listing/suspension of securities from the rings of the exchange, the listed companies are expected to follow fair practices to the advantage of investors and public.

i. Benefits to the Public:

The data daily culled out by the stock exchange in the form of price quotations and others; provide valuable information to the public which can be used for project and research studies. The stock exchange prices can be an index of the state of the economy. Financial institutions, NRIs, individual investor’s etc. can take wise decisions before making investments.

j. Subdivision and Consolidation of Holdings:

Stock exchange bye-laws provide for explicit rules for sub division and consolidation of securities as desired by the investors. There is special trading sessions in the exchange for conversion of odd lots into market lots arranged by financial and institutional investors.

XV- DECLARATION

NO STATEMENT MADE IN THIS INFORMATION MEMORANDUM SHALL CONTRAVENE ANY OF THE PROVISIONS OF THE COMPANIES ACT, 1956 AND THE RULES MADE THEREUNDER OR ANY AMEDMENT THEREOF.

ALL THE LEGAL REQUIREMENTS, AS ALSO THE GUIDELINES, INSTRUCTIONS, ETC., ISSUED BY SEBI, GOVERNMENT OR ANY OTHER COMPETENT AUTHORITY IN RESPECT OF LISTING OF SECURITIES HAVE BEEN DULY COMPLIED WITH.

ALL THE INFORMATION CONTAINED IN THIS DOCUMENT ARE TRUE AND CORRECT TO THE BEST OF OUR KNOWLEDGE.

Signed on behalf of the Board of Directors

For Sai Baba Investment and Commercial Enterprise Limited

DIN No.: 03077992

Add.: 105, Aastha CHS. Ltd. Gaikwad Rd., Gaikwad Marg, Mulund (W), MUMBAI - 400080

Place: Mumbai Date: May 13, 2014

SAI BABA INVESTMENT AND COMMERCIAL ENTERPRISES LIMITED of Sai Baba.pdf · Information Memorandum...

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