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SABOO BROTHERS LIMITED Annual Report 2012-13

SABOO BROTHERS LIMITEDSABOO BROTHERS LIMITEDSABOO BROTHERS LIMITEDSABOO BROTHERS LIMITEDSABOO BROTHERS LIMITED

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2012-132012-132012-132012-132012-13

Regd. Office: 6, Murawat Bhawan Lakhara Chowk, UDAIPUR-313001 (Raj.)Regd. Office: 6, Murawat Bhawan Lakhara Chowk, UDAIPUR-313001 (Raj.)Regd. Office: 6, Murawat Bhawan Lakhara Chowk, UDAIPUR-313001 (Raj.)Regd. Office: 6, Murawat Bhawan Lakhara Chowk, UDAIPUR-313001 (Raj.)Regd. Office: 6, Murawat Bhawan Lakhara Chowk, UDAIPUR-313001 (Raj.)Phone No. : +91 294 2414623Phone No. : +91 294 2414623Phone No. : +91 294 2414623Phone No. : +91 294 2414623Phone No. : +91 294 2414623

Email : [email protected] : [email protected] : [email protected] : [email protected] : [email protected] us at www.saboobrothers.comVisit us at www.saboobrothers.comVisit us at www.saboobrothers.comVisit us at www.saboobrothers.comVisit us at www.saboobrothers.com

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ANNUAL REPORT 2012-13

BOARD OF DIRECTORSRAJENDRA DEVDAS BARKALLE Managing directorSANJEEV BHATJIWALE DirectorANURAG SABOO DirectorLOKANATH SURYANARAYAN MISHRA DirectorMUKESH SHANTIBHAI SANGHVI Director

AUDITORSM/s Pathak Anup & AssociatesChartered Accountants416, Arcade Silver-561, New PalasiaINDORE- 452001

BANKERSBank Of BarodaState Bank Of Bikaner & Jaipur

REGISTRAR & SHARE TRANSFER AGENTSystem Supports Services209, Shival Industrial Estate,89, Andheri Kurla Road,(Next to Logitech Park, Above McDonalds),Sakinaka,MUMBAI – 400 072Tel : +91 22 28500835Fax : +91 22 28501438Email : [email protected] OFFICE

6, Murawat Bhawan Lakhara Chowk,UDAIPUR-313001 (Raj.)Phone No. : +91 294 2414623Email : [email protected] us at www.saboobrothers.com

COMPANY SECRETARY:Asish Narayan,2A/604, Green Medows, Lokhandwala,Kandivali (E),MUMBAI


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NOTICE

NOTICE is hereby given that the 34th Annual General Meeting of Saboo

Brothers Limited will be held on Monday, August 05, 2013 at 11:30 A.M. at the

Registered office of the company at 6, Murawat Bhawan, Lakhara Chowk,

Udaipur ‐ 313001 (Rajasthan) to transact the following business:

ORDINARY BUSINESS :

1. To receive, consider and adopt the Audited Balance Sheet as at March 31,

2013 and Profit & Loss Account of the Company for the year ended on that

date together with the reports of the Board of Directors and Auditors

thereon.

2. To appoint a director in place of Mr. Mukesh Sanghvi, who retries by rotation

and being eligible , offers him‐self for re‐appointment.

3. To appoint Auditors to hold office from the conclusion of this meeting until

the conclusion of the next Annual General Meeting and to authorize the

Board of Directors to fix their remuneration.

Registered Office:

6, Murawat Bhawan By order of the Board Lakhara Chowk Udaipur, Sd/‐

Rajasthan 313001 Date : 08st July, 2013 Rajendra Barkalle

Chairman


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NO TE S: 1. The Re gister of M em bers and S ha re Tra ns fer Books of the com pany shall re m ain close d

from M onday 29 th July 2 01 3 to Friday , the 0 2 nd A ugus t , 2 0 13 ( both days inclusive) for the purpos e of holding the Annual Gene ral Me eting.

2. Me m bers requiring inform ation on the a ccounts a re requested to write to the com pany

at le as t 1 0 (Te n) days be fore the da te of the m e eting to e na ble the com pany to furnish the informa tion.

3. M em bers are reques te d to:

(i) Intima te the Com pany about any change in the ir Re gistered Address es in res pect of e quity

shares he ld in physical form . (i i) Q uote the re gis tered folio num be r in all future corresponde nce . (i ii) Address their grievances , if a ny, to the Com pa ny at i t’s Regis te red O ffice . (iv) Mem be rs a re re que sted to plea se bring the ir copie s of Annual Re port at the m ee ting

4 . Me m bers and Proxie s attending the m ee ting should bring the a tte nda nce s lip duly f il le d in for attending the m e eting.

5. A s required unde r Cla us e 49 of the L isting A greem e nt, the particula rs of Director

propos ed to be appointed / re appointe d a re be ing furnis he d in the Corporate Governance Report publis he d in this Annua l Report.

6 . A s pe r provisions of section 1 09A of the Com panie s Act, 1 95 6 , the shareholde rs of the

Com pa ny are a llowe d to nom inate any person to whom all the rights in s hares ve sts in the eve nt of de ath of the s ha re holder. The shareholde rs who opt to nom inate could obtain nom ination form s f rom the Com pany by se nding the ir form al reques t at the Re gis tered Off ice of the Com pany.

7 . Brief re sume of person proposed to be appointe d/ reappointed as a Dire ctor of the com pa ny at the AGM as per clause 4 9 of the Listing Agre em ent is give n below:

Particula r Mukes h Sanghvi Age 50 Date of A ppointm ent 15 /0 6/ 20 11 Qualif ication Gra duation Des ignation Director Expertis e in S pe cific functiona l area s E xpe rie nce of Ma rketing of Pharmce utica l

products & Che m icals Dire ctorship of othe r Com pa nies None Cha irm an/ M em ber of the Com m ittees of the Board of the Com panies on which he / she is a Director

None

Regis tered O ffice: By order of the Boa rd 6, Murawa t Bha wan Lakhara Chowk Sd/‐ Udaipur Rajas than 31 300 1 Rajendra Ba rkalle Date: 08 /0 7/ 2013


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DIRECTOR’S REPORT To, The Members, Saboo Brothers Limited, UDAIPUR. Yours Directors have pleasure in presenting the 34th Annual Report together with Audited Annual Accounts of the Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS (Rs. in Lacs)

PARTICULARS 2012 – 2013 2011 – 2012 Sales 125.38 62.63 Other Income 3.94 10.29 Total Expenditure 147.45 83.64 Interest and Finance Charges 0.008 0.08 Miscellaneous expenditure w\o 0 0 Depreciation 3.41 3.69 Bad Debts written off 51.77 0 Profit / (Loss) for the year before Tax ‐73.32 ‐14.49 Less: Current Tax 0 0 Deferred Tax 0 0 Net Profit/Loss for the year after Tax ‐73.32 ‐14.49

OPERATIONAL PERFORMANCE & BUSINESS OVERVIEW During the year under review the company continued its business activities and sales for the year ended 31st March 2013 was of Rs. 125,38,000. Because of recession and slow down in the business forced the company to slowdown its expansion plan. As reported in previous year as well, continuous technological upgrading and assimilation of latest technology has been going on in the cement industry. The market environment continues to be very competitive where the company has faced intense competition from other players, the outlook for the industry does not appear to be very encouraging. The Company has also been exploring new business opportunities for improving its financial performance. The Working capital requirement and new market forced the company to adequately adjust the outputs. The Company tried its best to be debt free. As was reported during previous year, lease of the factory land & building had expired in earlier year and despite company’s best efforts, the same could not be renewed for further period and therefore the company is arranging for vacating the leased factory land & building as per the terms of lease agreement. The company continues to carry on its activities in a modest way from this site and is actively searching for alternative site for its operations. TRANSFER TO RESERVES Due to unabsorbed losses no amount has been proposed to be transferred to Reserves.


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DIRECTORS

Mr. Shree Gopal Saboo Director cease to be the Directors of the Company as he resigned on 8 th December 2012. M r. Ma hesh Ajmera ‐ Director a nd M r. Krisha n Murari Somani ‐ Director cease to be the Directors of the Compa ny as they resigned on March 11,2013. Mr. Rajendra Ba rkalle appointed as Director cum Mana ging Director of the Company, Mr. Sa njeev Bhatjiwale and M r. Lokanath M ishra a ppointed as Independent Directors of the Compa ny with effect from 25t h February, 2013.

The members a t their meeting held on 25th M arch 2013 approved, Mr. Ra jendra Barkalle appointed as Director cum M anaging Director of the Company. Mr. Sanjeev Bha tjiwa le and M r. Loka na th M ishra appointed as Independent Directors of the Company.

DIRECTORS ’ RESPONSIB ILITY STATEM ENT As required under Section 217 of the Companies Act, 1956, your Directors hereby confirm that during the period ended 31st M arch 2013: i) In the preparation of a nnual accounts of the compa ny, the a pplicable A ccounting

Standards have been followed along with proper explanation to material departure, if a ny ;

i i) Appropriate Accounting Policies have been se lected and a pplied them consistently

and made judg ments and estima tes that are reasonable and prudent so as to give a true a nd fair view of the state of affa irs of the company at the end of the fina ncial year a nd of the Profit & Loss of the Company for tha t period.

i ii) To the best of our knowledg e and information, we have taken proper a nd suff icient

ca re for the ma intenance of adequa te accounting records in accordance with the provisions of the Companies A ct, 1956 for safeguarding the a ssets of the Compa ny and for preventing and detecting fraud and other irregularities; and

iv) The Annua l Accounts have been prepa red on a “going concern” ba sis. DIVIDEND Considering the Income, the Boa rd decided not to recommend any dividend for the year 2012 ‐2013.

FIXED DEPO SITS During the year 2012 ‐ 2013, the Company has not accepted or renewed a ny deposits in terms of Section 58A of the Companies A ct, 1956 rea d with the Companies (A cceptance of Deposits) Rules, 1975. AUDITO R The retiring A uditors M/s. Patha k Anup & Associates , lndore expressed their willingness to continue a s Statutory A uditor of the Company if re‐a ppointed to hold the office till the conclusion of the next Annual General M eeting. They ha ve furnished a certif icate to the effect that the proposed re‐appointment, is in accordance with the l imits specified U/ s. 224(1B) of the Companies Act, 1956.


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A U D ITO R S R EP O R T Th e N o te s t o t he ac c ou n t s an d A c c ou n t in g P o li ci es refe r red i n au di to rs re p o rt ar e se lf e xp l an at o ry . Th e C o m pa ny h as ac co u n t ed f o r L eav e E nc as hm e n t an d E xp o r t b en e fi ts o n c as h b asi s, as p er Co m p an y ’s acc o u nt i ng p o li c y a s g iv e n i n P oi n t N o . ( A ) o f S c he d ul e “ 27 ” an n ex e d t o t he B a lan c e S h ee t, wh i ch is se lf e xp l an at o ry an d h en c e d oe sn ’t c a ll f o r fu r t he r e x pl an at io n . L ISTIN G O F SH A R ES Th e C o m p an y h as c om p li ed w i th t h e re q ui rem e nt s o f li st in g ag ree m en t w it h Th e B o m ba y S to c k Ex ch a ng e Lt d , M um b ai , du r in g t h e p er i od u n de r re p ort an d s h ares o f t h e Co m p an y a re n o w b e in g tr ad e d o n t he St o c k Ex c h an ge.

Th e co m p an y h as a pp o in t ed M /s Sy s te m S up p o rt Se r v ic es , M u m b ai , as R T A fo r e qu i ty sh are s o f t h e C om p an y .

P A R TIC U L A R S O F EM P LO Y EE R E Q U IR ED U N D ER S EC TIO N 21 7( 2A ) O F TH E C O M P AN IES AC T , 1 95 6. N o n e o f t h e e m pl o y ee is co v e re d un d er t h e p ro v isi o n s o f Se ct io n 2 17 (2 A) o f th e C o m pa ni es A ct , 1 95 6 rea d w it h t h e Co m p an ie s (P ar t ic ul ars o f Em p lo y ee s) R u le s, 1 97 5 .

C O N SER V A TIO N O F E N ER G Y , T EC H N O L O G Y A B SO R P TIO N , F O R EIG N EX C H A N G E EA R N IN G A N D O U T G O . In fo rm ati o n i n acc o rd an ce w i t h t h e p rov i si o ns o f s ec ti o n 2 1 7 (1 ) (e ) o f t he C om p an ie s A c t , 1 95 6 , rea d w i th C o m p an ie s (D i sc lo su re o f P arti cu l ars in t he R ep o rt o f B o ar d o f D ire ct o r s) R u le s, 1 98 8 are g iv en i n A nn e x ure “ A ” t o t hi s rep o r t.

C O R PO R A TE G O VER N A N C E R EP O R T AN D M A N A G EM EN T D ISC U SSIO N A N A LY SIS ST AT EM EN T A s p er c la us e 4 9 of t he L is tin g A g re em e nt w i th St o ck E x ch an ge , a se p ar at e sec t io n o n C o rpo rat e G o v ern an c e to ge t he r w ith a c e rt i fi cat e f ro m Co m p an y ’s A u di t o rs c o nf irm i ng C o m pl ia nc e is se t o ut i n t he A nn e xu re fo r m in g p a rt o f t hi s re p or t . A l so a tt ac h ed a M an ag em e n t D isc u ssi o n an d A n aly si s S tat e m e n t.

A C K N O W L ED G E M E N T:‐ Yo u r D irec t o rs pl ac e o n re c ord t he ir g rat i tu d e f or t h e v al ua b le a ssi st an c e an d co ‐o p er at io n ex t e nd e d b y t he G o v ern m e n t a nd G o v ern m en t A g e nc i es, B an k e rs , V a lu e d C u st om e rs, s ha re h o ld ers an d E m pl o y ee s o f t h e C o m p an y an d l oo k fo r w ard t h ei r c o nt i nu o u s s u pp o rt i n fu t ur e a l so .

F o r a nd o n b e ha lf of t h e B o a r d S d /‐ R aje n d ra B ar ka lle P lac e: U d aip u r D at e : 0 8/ 07 /2 01 3


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ANNEXURE ‘A’ TO DIRECTORS’ REPORT PARTICULARS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988.

A CONSERVATION OF ENERGY Your Company strives to make the plant energy efficient to the extent possible and

continually reviews various schemes to conserve energy and optimum utilization of utility costs. Particulars with respect to Conservation of Energy are given in Form ‘A’ enclosed.

B TECHNOLOGY ABSORPTION Particulars with respect to Technology Absorption are given in Form ‘B’ enclosed. C FOREIGN EXCHANGE EARNINGS AND OUTGO 2012‐2013 2011‐2012 (Rs./Lacs) (Rs./Lacs) EARNING Nil Nil OUTGO Nil Nil

FORM ‘A’ Form for disclosure of particulars with respect to conservation of energy

A POWER AND FUEL CONSUMPTION 2012‐2013 2011‐2012 Electricity

a) Purchased Units (KWH) 38031 38089 Total amount (Rs. Lacs) 2.37 2.35 Rate/Unit (Rs./KWH) 6.24 6.19 b) Own generation (Through diesel generator) Units (KWH) ‐‐‐ ‐‐‐ Unit per ltr. of diesel oil ‐‐‐ ‐‐‐ Cost/Unit (Rs./KWH) ‐‐‐ ‐‐‐ Furnace oil

Quantity (KL) NIL NIL Total Cost (Rs. Lacs) NIL NIL Average rate (Rs./KL) NIL NIL Coal

Quantity (Kg.) NIL NIL Total cost (Rs. Lacs) NIL NIL Average Rate (Rs./Kg.) NIL NIL


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FORM ‘B’ Form for Disclosure of particulars with respect to Technology Absorption:

A. RESEARCH & DEVELOPMENT (R & D):

1. Spec ific areas in which R & D carrie d out by the Company:

The company is making all efforts on continuous basis for development of products as per customer’s requirement for expanding i ts market share and to optimize its cost of production to face successfully the sti ff competition. The research and development activities of the company are directed tow ards quality control and improvement of in house facilities.

2. Benefits derived as a result of the above R & D:

New consumer preferred products to drive growth and continuous product optimization for funding grow th w ith an absolute focus on quality and cost effectiveness.

3. Future plan of action:

The Company will continue to focus on developing high quality products to drive growth and a relentless focus on reducing cost to fund growth.

4. Expenditure on R & D:

Capital Nil Recurring Nil Total Nil Total R&D expenditure as a percentage of total turnover

N. A.

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

1. Efforts in brief, made towards Technology absorption, adaptation and innovation:

The Technology used for manufacturing of products of the Company is fu lly absorbed and new innovations in process control, product development, cost reduction and quality improvements are being made on continuous basis.

2. Benefits derived as a result of the above Efforts:

Improvement in overall productivity, quality of the products and reduced process scrap and cost.

3. In case of imported technology (im porte d during the last 5 years reckoned from the beginning of

the f inancial year), following inform ation m ay be furnished:

Technology Imported No technology has been imported by the Company.

Year of Import N. A. Has technology been fully absorbed

N. A.

If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action.

N. A.

For and on behalf of the Board

Place: Udaipur

Sd/‐ Date: 08/07/2013 Rajendra Barkalle


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Annexure ‐ "B" to Directors' Report

REPORT ON CORPORATE GOVERNANCE

(a) COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

Our corporate governance polic ies recognize the accountability of the board and the importance of its decisions to all constituents, including customers, investors, employees and the regulatory authorities and demonstrate the same to shareholders are the cause of and ultimate beneficiaries of economic activities. the functions of the board and the executive management are well defined and are distinct from one another. The company is having sub‐committees of the board to oversee the functions of executive management. These sub‐committees of the board, which mainly consist of non‐execut ive directors, meet regularly to discharge their objectives.

In compliance with the disclosure requirements of Clause 49 of the Listing Agreement executed with the stock exchanges, the details are set out below:

(b) BOARD OF DIRECTORS AND THEIR MEETINGS:

The Board of Directors along with its committees provides leadership and vision to the management and supervises the functioning of the company. The composition of the Board is governed by the listing agreement executed with the Bombay Stock Exchange Limited, the Companies Act, 1956 and the provisions of the Articles of Association of the Company.

The Board consists of executive and non‐executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. Shree Gopal Saboo, Managing Director till his resignation (08thDecember,2012) he is overall incharge for the affairs of the company who exercise his powers and discharge duties under the superintendence and control of the Board of directors from time to time.

(1) Composition of the Board of Directors

Presently the Board of Directors has a mix of Executive and Non‐executive Directors. The Board comprises of Managing Director and 31Non‐executive Directors. Out of the 4 Non‐executive Directors, two are Independent Directors. Accordingly, composition of the Board is in conformity with the listing agreement.

Except the Managing Director, all other Director are liable to retire by rotation


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T he compo sitio n of th e B oa rd an d oth er releva nt d et ails r ela ting to Dire ctors ar e G ive n B elow :

Na me of Director Designation Ca te gory Date of

Appointment Date of

Re signation M r. SHREE GOPAL SA BOO

M anaging Director

Prom oter/ Executive Dire ctor

05/02/1997 08/12/ 2012

M r. ANURA G SA BOO

Director Prom oter/ Non‐Executive Dire ctor

30/09/2010 ‐

M r. MA HE SH AJME RA

Director Inde pendent/ Non Exe cutive Dire ctor

06/02/2002 11/03/ 2013

M r. KRISHA N M URARI Director

Inde pendent/ Non Exe cutive Dire ctor

06/02/2002 11/03/ 2013

M r. MUKESH SA NGHV I


15/06/2011 ‐

M r. RAJENDRA BA RKA LLE

M anaging Director

Exe cutive Dire ctor 25/02/2013 ‐

M r. SANJEE V BHAT JIW ALE


25/02/2013 ‐

M r. LO KNA TH M ISHRA


25/02/2013 ‐

CHANGE IN DIRECTORS HIP (During the year unde r re view and upto the da te of the Annual Report) 1) Mr. Shree Gopal Sa boo ha s re sig ne d from the board of the Company on 08/12/ 2012.

2) Mr. Kris ha n Murari has res igne d from the boa rd of the Com pany on 11/03/2013.

3) Mr. M ahesh Ajm era ha s re signed f rom the board of the Com pa ny on 11/03/2013.

4) Mr. Ra je ndra Barkalle has appointed as Managing Director of the com pany on 25/ 02/2013.

5) Mr. Sa nje ev Bhatjiwa le has appointe d as Dire ctor of the Com pany as on 25/ 02/2013.

6) Mr. Loknath Mishra has a ppointed as Director of the Com pany as on 25/02/ 2013.

(2) B oard M e e ting s , Com mittee M e eting s and i ts Pr oce dur es :

The da y to da y bus ine ss activities are be ing conducte d by the off ice rs a nd m ana ge rs of the Com pa ny unde r the supe rv ision and contro l of M a nag ing Directo r. The Boa rd of D ir ectors ( the B oard) m e ets frequen tly a s a nd whe n required d uring the y ea r unde r r ev ie w and discuss the pe rform ance of the Com pa ny, its futur e pla ns, stra tegie s a nd o the r per tin ent issue s re lating to m ana ge m e nt of the Com pany .

( i) T h e Com pa ny ho lds m in im u m of fou r Bo a rd M ee t ing s i n e a ch y e a r. A pa r t f ro m th e fo ur pr e ‐sche duled Boa rd M ee ting s, a dditio nal Boa rd M e et ing s w ill be conve ned by giv in g a ppropria te notice a t a ny tim e to a ddres s the s pe cific ne e ds of the C om pa ny. T he Boa rd m ay a ls o appr ove p erm it ted urg e nt m a tte rs by pa s sing reso lu tio n by cir cula tion. Th e m ee ting s ar e no rm a lly he ld at th e C om pa ny's Re gis tere d O ff ice .


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(i i) Th e Ch airm an & M a na ging D ire ctor a nd the C om pa ny S e cre ta ry / Co m pa ny La w Cons ulta nt in co ns ulta tion w ith o the r conce rne d pe rs ons in the s e nior m ana ge m e nt, fina liz e the a ge nda pa pe rs f or the Boa rd Me e tings .

(i i i ) A ge nda pa pers a re circula te d to the D ir ectors , in a dvan ce, in the de f ine d A ge nda form a t. A ll m a teria l inform a tion is incorpora ted in the A g en da Pape rs fo r fa c il ita ting m ea ningful , inf orm e d and foc use d discus s ion s at the m ee ting . W he re i t is not pract ica ble to a tta ch a ny docum e nt to the Ag e nda, the sa m e a re pla ce d on the table at the m e e ting w ith spe cif ic re fer ence to th is e ff e ct in the Ag e nda.

(iv) In special a nd exce ptional c ircum stance s, a dditional or s upplem e ntary i tem (s) on the

agenda a re permitted. Sens itive s ubje ct m atters m ay be discussed at the me eting w ithout writte n material being circulated in advance or at the m eeting.

(v) The Com pany Se cretary / Com pany La w Cons ultant records the minutes of the proce edings of ea ch Board and Com m itte e Mee tings. Draft minutes are c irculate d to all the me mbers of the Boa rd for their com m ents. T he m inutes of proce edings of a me eting are ente red in the Minute s Book w ithin 3 0 days f rom the conclusion of the me eting.

(3 ) A ttendance of each Director at Board Me etings and last Annual General M eeting:

During the year 20 12‐13 Eight Board Meetings w ere held 14 /05/2 012 , 30 /07/20 12, 24/08 /201 2, 31/1 0/20 12, 22 /01/20 13, 14 /02/2 013 , 2 5/02 /2013 , 11/0 3/201 3. The las t Annual Ge neral Mee ting of the Company w as held on Septe mber 2 4, 20 12 .

The Extra O rdinary General Me eting of the Com pa ny w as he ld on M arch 25 , 201 3.

The record of Attendance of Dire ctors and Me m be rs hip of Board of Directors :

Nam e of Director Des igna tion

Cate gory No. of m eetings held during the last fina nc ial year

No. of m eetings atte nded during the la st financ ial year

W hethe r A ttended last AGM

Mr. S HRE E GO PA L SABO O

Ma na ging D ire ctor

Promoter/ Exe cutive D ire ctor

8 4 Y es

Mr. A NURAG SABO O

D ire ctor Promoter/ Non‐E xe cutive D irector

8 2 No

Mr. M AHE SH AJME RA D ire ctor

Inde pendent/ Non E xe cutive D irector

8 4 Ye s

Mr. KRISHAN MURA RI

D ire ctor Inde pendent/ Non E xe cutive D irector

8 4 Ye s

Mr. M UKESH SANGHVI


8 8 Ye s

Mr. Ra je ndra Barkalle

Ma na ging D ire ctor

Inde pendent/ Non E xe cutive D irector

8 1 No

Mr. S anje ev Bhatjiw ale


8 1 No

Mr. Loknath Mishra D ire ctor Inde pendent/ Non E xe cutive D irector

8 1 No


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N o t e : T h e i n f o r m a t i o n p r o v i d e d a s a b o v e p e r t a i n s t o t h e f o l l o w i n g C o m m i t t e e s o f t h e B o a r d o fD i r e c t o r s , i n t e r m s o f C l a u s e 4 9 o f t h e L i s t i n g A g r e e m e n t :a)

A u d i t C o m m i t t e eb)

S h a r e h o l d e r s / I n v e s t o r s G r i e v a n c e C o m m i t t e ec)

R e m u n e r a t i o n C o m m i t t e e( a ) A U D I T C O M M I T T E E :T h e A u d i t C o m m i t t e e c o m p r i s e s o f t h r e e I n d e p e n d e n t / N o n - e x e c u t i v e D i r e c t o r s h a v i n g k n o w l e d g eo f A c c o u n t s a n d F i n a n c e b a c k g r o u n d . T h e A u d i t C o m m i t t e e i s c o n s t i t u t e d p u r s u a n t t o C l u a s e 4 9 o ft h e L i s t i n g A g r e e m e n t .C o n s t i t u t i o n a s o n D a t e o f A n n u a l R e p o r t :N a m e o f D i r e c t o r D e s i g n a t i o n C a t e g o r y1 ) M r . R a j e n d r a B a r k a l l e C h a i r m a n I n d e p e n d e n t / N o n E x e c u t i v e D i r e c t o r2 ) M r . L o k n a t h M i s h r a M e m b e r I n d e p e n d e n t / N o n E x e c u t i v e D i r e c t o r1 )

M r . M u k e s h S a n g h v i M e m b e r I n d e p e n d e n t / N o n E x e c u t i v e D i r e c t o rR O L E O F A U D I T C O M M I T T E E :

T o i n v e s t i g a t e a n y a c t i v i t y w i t h i n i t s t e r m s o f r e f e r e n c e .

O v e r s i g h t o f t h e c o m p a n y ' s F i n a n c i a l R e p o r t i n g P r o c e s s a n d t h e d i s c l o s u r e o f i t s f i n a n c i a li n f o r m a t i o n t o e n s u r e t h a t t h e f i n a n c i a l s t a t e m e n t ( s ) i s c o r r e c t , s u f f i c i e n t a n d c r e d i b l e .

R e v i e w i n g w i t h m a n a g e m e n t , t h e A n n u a l F i n a n c i a l S t a t e m e n t s b e f o r e s u b m i s s i o n t o t h e B o a r d .

T o a p p r a i s e t h e B o a r d a b o u t i m p a c t o f A c c o u n t i n g P o l i c i e s , A c c o u n t i n g S t a n d a r d s a n d l e g i s l a t i o na n d t o e n s u r e c o m p l i a n c e t h e r e o f .

T o h o l d p e r i o d i c a l d i s c u s s i o n s w i t h s t a t u t o r y a u d i t o r s o n n a t u r e a n d s c o p e o f t h e a u d i t a s w e l l a sh a v e p o s t a u d i t d i s c u s s i o n t o a s c e r t a i n a n y a r e a o f c o n c e r n .

T o r e v i e w t h e c o m p a n y ' s f i n a n c i a l a n d r i s k m a n a g e m e n t p o l i c i e s .

T o l o o k i n t o t h e r e a s o n s f o r s u b s t a n t i a l d e f a u l t s i n t h e p a y m e n t t o t h e d e p o s i t o r s , d e b e n t u r eh o l d e r s , s h a r e h o l d e r s , ( i n c a s e o f n o n - p a y m e n t o f d e c l a r e d d i v i d e n d s ) a n d c r e d i t o r s .M e e t i n g s a n d A t t e n d a n c e o f t h e A u d i t C o m m i t t e e D u r i n g t h e Y e a rD u r i n g t h e f i n a n c i a l y e a r 2 0 1 2 - 1 3 , 4 A u d i t C o m m i t t e e M e e t i n g s w e r e h e l d o n 1 4 t h M a y , 2 0 1 2 , 2 4 t hA u g u s t , 2 0 1 2 , 3 1 s t O c t o b e r , 2 0 1 2 , 2 2 n d J a n , 2 0 1 3N a m e O f D i r e c t o r N o . o f M e e t i n g H e l d D u r i n g T h eY e a r N o . o f M e e t i n g A t t e n d e d1 )

M r . M . A j m e r a 4 42 )

M r . K . M . S o m a n i 4 43 )

M r . M u k e s h S a n g h v i 4 44 )

M r . R a j e n d r a B a r k a l l e 4 05 )

M r . L o k n a t h M i s h r a 4 0


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(a ) REM UNARATION COM MITTEE :

Constitution as on Date of Annual R eport:

Name of Director Designation Categ ory

1) Mr. Sanjeev Bhatjiwale Cha irm an Independent/ Non E xecutive Director

2) M r. Loknath M ishra Member Independent/ Non E xecutive Director

3) Mr. Mukesh Sanghvi Member Independent/ Non E xecutive Director

The remuneration of Executive / Non‐Executive Directors is decided by the Com mittee. During the f inancial year 2012 ‐13, one meeting of the Committee was held on 25t h March ,2013.

During the year the Company ha s not paid any remuneration to M ana ging Director of the Com pa ny .

Name of the M anaging Director Remuneration.

The Com pa ny ha s not paid any remuneration to its M ana ging Director .

(b) SHARE HOLDERS/ IN VESTOR S GRIEVANCE COM MITTEE:

Brief description and term of reference To specif ica lly look into redressal of complaints like transfer of sha res, non receipt of dividend, non receipt of annual report etc. received f rom shareholders/ investors and improve efficiency.

Constitution as on Date of Annual R eport:

Name of Director Designation Categ ory

1) Mr. Sanjeev Bhatjiwale Cha irm an Independent/ Non E xecutive Director

2) M r. Loknath M ishra Member Independent/ Non E xecutive Director

3) Mr. Mukesh Sanghvi Member Independent/ Non E xecutive Director

The Comm ittee meets at f requent intervals to cons ider, inter a lia, share transfers, investor's complaints etc. and during the year 4 m eetings of the Committee were held a nd Mr. M. Ajmera and Mr. Mukesh Sanghvi were present in each of the meeting s. All valid share transfer applica tions received during the yea r 2012 ‐13 have been acted upon by the Com pany within stipula ted time and the grievances pending at the end of Financial year 2012‐13 have been resolved.


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(a) GENERAL BOADY MEETINGS:

Venue and time where the last three Annual General Meetings were held are given below:

Financial Year

Date of AGM Venue Time No. of resolution passed other than ordinary Business

No. oresolution passed bPostal Ballot

2011‐2012 24th September 2012 E‐25A, M.I.A, Phase II, Basni, Jodhpur.

03.30 P.M.

YES NIL


11:00 A.M.

NIL NIL


11:00 A.M.

NIL NIL

(b) DISCLOSURES:‐‐

Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the Directors or the Management, their subsidiaries or relatives

There are no materially significant related party transactions that may have potential conflict with the interests of the Company at large. Attention is drawn to Schedule "27" to the Audited Annual Accounts of the Company for the year 2011‐2012.

Postal Ballot:

Special resolution passed by postal ballot for Change of Register Office from Jodhpur to Udaipur.

Details of non‐compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.

The trading of shares of the Company was suspended since year 2001. The Company has since complied with the requirements of listing agreement and shares of the Company are now being traded on the Bombay Stock Exchange Ltd. No penalty / stricture was imposed on the Company during the last three years.

LISTING & TRADING

The Stock of the company presently listed and traded at BSE. The stock is under suspension at The Calcutta Stock Exchange Limited, Jaipur Stock Exchange Limited, Madras Stock Exchange Limited, and Ahmedabad Stock Exchange Limited . The Board recommended delisting of the shares from these stock exchanges as the script is listed and traded at BSE.


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(a) MEANS OF COMMUNICATION:

The Unaudited/ Audited Financial Results are published in English and in Hindi newspaper.

(b) GENERAL INFORMATION TO SHAREHOLDERS & INVESTORS:

(i) Date, Time and Venue of Annual General

Meeting Monday, 05th August, 2013 At 11:30 P.M. Venue : 6, Murawat Bhawan, Lakhara Chowk, Udaipur ‐ 313001 (Rajasthan)

(ii) Financial Calendar (Tentative) First Quarter Results Second Quarter Results Third Quarter Results Last Quarter Results

1st April to 31st March Mid August, 2013 Mid November, 2013 Mid February, 2014 Mid May, 2014

(iii) Date of Book Closure 29th July , 2013 to 02nd August, 2013 (both days inclusive)

(iv) Listing on Stock Exchanges

Jaipur Stock Exchange Limited The Ahemdabad Stock Exchange Limited The Bombay Stock Exchange Madras Stock Exchange Limited The Calcutta Stock Exchange Limited.

(v) Stock Code BSE 530267

(vi) Demat ISIN No. for CDSL & NSDL INE021N01011

(vii) Stock Market Data Given hereunder.

(viii) Dividend No Dividend has been recommended by the Board.

(ix) Share Transfer System M/s System Support Services

(x) Name of Compliance Officer Mr. Mukesh Sanghvi

(xi)Details of the promoter’s shares under pledge.

NIL

(xii) Registered Office

6, Murawat Bhawan Lakhara Chowk Udaipur Rajasthan 313001


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STOCK MARKET DATA:

Monthly highs, lows and volume of shares of the company for the period at BSE are as under:

Month

Open High (Rs.)

Low (Rs.)

Close (Rs.)

No. of Shares

April, 2012 12.12 12.12 10.98 10.98 400

May, 2012 ‐ ‐ ‐ ‐ ‐ June, 2012 10.44 10.44 10.44 10.44 300 July, 2012 10.96 10.96 10.96 10.96 100 August, 2012 10.42 11.44 9.90 11.44 420 September, 2012 12.01 12.01 10.34 10.34 430 October, 2012 9.83 10.32 8.90 8.90 158 November,2012 8.52 8.70 7.48 7.48 259 December, 2012 7.85 7.85 7.85 7.85 201 January, 2013 8.24 8.24 8.24 8.24 200 February 2013 8.65 8.65 8.55 8.65 7100 March 2013 9.08 11.00 9.08 11.00 254

10. REGISTER AND TRANSFER AGENT:

M/s System Support Services Private Limited have been appointed as Registrar and Share Transfer Agent of the Company. The Company falls under compulsory Demat process but presently the company is undertaking the work of physical transfer of it's share through the RTA Applications for transfer of shares held in physical form were received directly by the Company. All valid transfers are processed and effected within the prescribed time limit from the date of receipt. The Company has been taking necessary steps form Dematerializing its shares.

11. OUTSTANDING GDRS/ADRS/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS:

There were no outstanding GDRs/ADRs/Warrants or any convertible instruments as at March 31, 2011.

FORFEITURE OF SHARES

The Company forfeited 276200 equity shares during the year due to non‐payment of call money by the respective shareholders despite repeated reminders by the company.

12. PLANT LOCATION:

The Plants of the Company was located at E‐25A, M.I.A., Phase II, Basni Jodhpur‐342005. The Company is searching a new place for relocating its plant.


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13. ADDRESS FOR INVESTORS CORRESPON DENCE:

For any assistance regarding Transfer / Transmission of shares, change of address or any other query relating to shares, the investors may please contact at the following address:

Mr. Mukesh Sanghvi, Director and Compliance O fficer, Saboo Brothers Limited 6, Murawat Bhawan Lakhara Chowk Udaipur Telephone : 0294‐2414623

14. CATEGORIES OF SHAREHOLDIN G AS ON MARCH 31, 2013:

Distribution of Shareholding as on March 31, 2013:

Share Holding ‐ ‐ N o. of Shareholders

% of Total Shareholders

N o of Shares % of Sharehs

Total Total Total Total 1 ‐ 100 131 13.09% 13001 0.21% 101 ‐ 500 724 72.33% 184404 3.02% 501 – 1000 47 4.70% 37520 0.62% 1001 ‐ 5000 50 5.00% 133750 2.19% 5001 ‐ 10000 4 0.40% 32025 0.53% 10001 ‐ 100000 27 2.70% 1288900 21.14% 100001 & Above 18 1.80% 4406600 72.28% Total 1001 100.00% 6096200 100.00% For and on behalf of the B oard Place: U daipur Sd/‐ Date: 08/07/2013

Rajendra Barkalle Chairman

Category Shareholders Shares Number % to total

Shareholders Number % to total

Capital Promoters 5 0.50% 1446800 23.73% Financial Institutions/ Banks

1 0.10% 100000 1.65%

Bodies Corporate ( Non‐ Institutions )

20 2.00% 1334150 21.88%

Indian Public 957 95.60% 3200950 52.51% Non Resident Indians/Overseas Corporate Bodies

18 1.80% 14300 0.23%

Total 1001 100% 6096200 100%


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MANAGEMENT DISCUSION ANAYLSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMANT: The Company is engaged in manufacturing and export of mini and rotary kiln cement plants, refractory cement and emery stone minerals and special cement plant. An integrated facility that prepares the raw mix, feeds it to the pro‐processing system (kiln), and then grinds the clinker from the kiln system into various cement products. The cement industry has witnessed substantial re ‐organization of capacities during the last couple of years. OPPORTUNITIES AND RISKS: Today’s cement manufacturers are faced with a spectrum of challenges as they strive for consistent quality products while reducing input costs. The fluctuating customer demands, high energy costs, strict environmental limits are few of the threats faced by Cement Industry. The Company also strives to improve its efficiency levels in all areas of its operations by reducing the costs thereby increasing the profits. There has been a global rise in demand for the cement due to increased activity in infrastructure. India has also witnessed a growth in cement needs with Governments at Centre and State putting their thrust in the areas of infrastructure development like roads, irrigation projects, housing etc. With this background, the Company sees great opportunity for the industry to grow as a whole. SEGMENT WISE OR PRODUCT WISE PERFORMANCE: The Company is engaged in manufacturing of mini cement plant machinery and mineral grinding machinery, refractory cement and processing of minerals. The over all market share of the Company has grown slightly as compared to previous year. During the year sales of machinery division, refractory cement and minerals have decreased. The company due to continuing losses in the refractory section has closed down therefractory units. With the increase in growth in capital goods industry the company is hopeful to show a better result in the machinery manufacturing section in future. OUTLOOK: There is enormous opportunity for the growth of Cement Industry. This country has huge potential for cement consumption growth, considering major emphasis of the Government on infrastructure development and boost to housing sector through measures like easy ?nance, provision of tax incentives etc. the company aims at all round improvement in turnover and profitability in coming years. However, the Company may also face intense competition from other players of the industry and slow down in capital goods industry may affect it adversely. 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.


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CAUTION AR Y STATEMENT: Statements in this report on M anagement Discussion and Analys is describing the Company’s 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. A ctual results could, however, differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include global and domestic demand‐supply conditions, ?nished g oods 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. CODE OF CONDU CT DECLARATION Pursuant to Clause 49I(D) of the Listing Agreement entered into with the Stock Exchange, I hereby declare that all the board members and senior management personnel of the Company have affirmed compliances with the Code of Conduct for the year ended on 31st March, 2013. BY ORDER OF THE BOARD SD/‐ Rajendra Barkalle Chairman

PLACE: UDAIPUR DATE: 08/07/2013


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PRACTICING CO MPANY SECRET A RIES CERT IFICA TE O N CO RPORAT E G OVE RNA NCE To, The M em bers of Saboo Brothe rs L im ited W e have exam ine d the com pliance of conditions of Corporate Governance by Saboo Brothers L im ited(“the Compa ny”) for the ye ar ended Ma rch 31, 2013, as s tipulate d in Clause 49 of the Listing Agree m entof the s aid Com pany with the Stock Excha ng e. The com pliance of conditions of Corporate Gove rnance is the res ponsibil ity of the m anage m ent. Oure xam inations were l im ite d to proce dure s and implem e ntation the reof, adopted by the Com pany fore ns uring the com pliance of the conditions of Corpora te Governance. It is neithe r an a udit nor a ne xpres sion of opinion on the f inancial state m ents of the Com pany. In our opinion and to the be st of our inform ation a nd according to the e xplanations given to us, we certif ytha t the Com pany has com plie d with the conditions of Corporate Gove rnance as stipulated in the a bovem entioned Listing Agre em ent. As pe r the records of the Com pany, there we re no inves tor grie vance s rem aining unattended for a pe riode xceeding one m onth against the Com pany. W e furthe r state that such com pliance is ne ither a n ass urance as to the future viability of the Com panynor the e fficie ncy or e ffe ctivenes s with which the m a na gem e nt has conducte d the af fairs of theCom pa ny.

For a nd on behalf of

For R amesh Chandra M is hra & Associates Sd/‐

R AM ES H M IS HRA F.C.S. N o: 5477

Place: Mumba i Date : 08/07/2013 PCS: 3987

MANAGEME NT RESPONSIBILITY STATE MENT

The f inancial statem ents are in full conform ity with the requirem ents of the Com pa nies A ct, 1956 and the A ccounting Sta ndards iss ue d by the Central Gove rnm ent. The Managem ent of Company accepts respons ibil ity for the inte grity and obje ctivity of these fina ncial s tatem e nts, as well a s, for es timates and judgm ents rela ting to matters not concluded by the year‐e nd. The m anagem e nt be lieves tha t the financial statem ents re fle ct fairly the form and substance of trans actions a nd rea sonably pres ents the com pa ny’s f inancial condition, and results of ope rations. To ensure this, the Com pany has installed a sys te m of internal controls, which is revie wed, evalua te d and updated on the ongoing basis . Our internal auditors have conducted periodic audits to provide reas onable a ssurance that the com pany’s e sta blished policy and procedure s have be en followe d. Howeve r, the re are inherent l im itations that s hould be recog nized in weighing the a ssurances provide by any sys te m of internal controls. These financial sta te me nts have bee n audited by M /s Jain Sa wa im al & Co., Charte re d Accounta nts, and Sta tutory Auditors of the Com pany.

Sd/‐ Place : Udiapur Ra jendra Ba rkalle Date : 08/07/2013 Chairman


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CEO/CFO CERTIFICATION TO THE BOARD

• I Certify that I have reviewed the financial statements and the cash flow statement for the year 2012‐13 and that to the best of our knowledge and belief:

• These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

• These statements together present a true and fair view of the companies affairs and are in compliance with existing accounting standards, applicable laws and regulations; a. They are, to the best of our knowledge and belief, no transactions entered into by the company

during the year 2012‐13 which are fraudulent, illegal or violative of the companies code of conduct;

b. We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of the internal control, if any, of which we are aware of and the steps we have taken or propose to take to rectify these deficiencies.

c. We have indicated to the Auditors and the Audit Committee.

• Significant changes in internal control over the financial reporting during the year 2012‐13;

• Significant changes in accounting policies during the year 2010‐11 and that the same have been disclosed in the notes to the financial statements; and

• 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 company’s internal control system over the financial reporting.

Registered Office: For and on behalf of the Board 6, Murawat Bhawan Lakhara Chowk Sd/‐ Udaipur Rajendra Barkalle Rajasthan 313001 Chairman

Date: 08/07/2013


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AUDITOR'S REPORT TO THE MEMBERS OF, SABOO BROTHERS LIMITED JODHPUR 1 We have audited the attached Balance Sheet of SABOO BROTHERS LIMITED, as at 31st March, 2013 and the Statement of profit and

Loss for the year ended on that date both annexed thereto and summary of significant accounting policies and other explanatory information.

2 Magement is responsible for the preparation of these financial statements that give true and fair view of the financial position, financial performance of the company in accordance with the Accounting Standards refrerred to in sub‐section (3C) of Section 211 of the Companies Act, 1956 ('The Act'). This responsibility includes the design,implementaion and maintenace of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3 Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4 An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal controls relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

5 In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as on 31st March, 2013.; (ii) In the case of the Statement of Profit and Loss of the Profit of the Company for the year ended on that date.

6 Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2003(“the Order”) issued by the Central Government in terms of Section

227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2.As required by Section 227(3) of the Act, we report that: (a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the

purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination

of those books. (c) The Balance Sheet, the Statement of Profit and Loss, dealt with by this Report are in agreement with the books of account. (d) In our opinion, the Balance Sheet, the Statement of Profit and Loss comply with the Accounting Standards referred to in Section

211(3C) of the Act. (e) On the basis of the written representations received from the directors as on 31st March, 2013 taken on record by the Board of

Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of Section 274(1) (g) of the Act.

For Pathak Anup & Associates Chartered Accountants SD/‐ CA ANUP PATHAK M. no. 73907 PROPRIETOR INDORE, 31st May, 2013


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ANNEXURE TO THE AUDITOR'S REPORT The Annexure referred to in the auditors' report to the members of SABOO BROTHERS LIMITED for

the year ended 31st March, 2013

(Referred to in Paragraph 3 of our report of even date 1 (a) The Company has maintained proper records showing full particulars including quantitative details and

situation of fixed assets.

(b The fixed assets were physically verified during the year by the management in accordance with a regular programme of verification which in our opinion, provides for physical verification of all fixed assets at reasonable interval. According to the information and explanation given to us no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, In our opinion do not constitute a substantial part of the fixed assets of the company and such disposable has in our opinion not effecting the going concern status of the Company.

2 (a)In respect of its inventory:

(a) As explained to us, the inventories have been physically verified during the year by the management at reasonable interval. (b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. (c) In our opinion and according to the information and explanation given to us the company is maintaining proper records of inventory As explained to us no discrepancies noticed in the physical verification of inventory as compared to the book of accounts.

3 (a) According to the information and explanations given to us, the company has not granted any unsecured

loans to companies or other parties covered in the register maintained under section 301 of the Companies Act 1956.

(b) According to the information and explanation given to us, the rate of interest and other terms and conditions in respect of unsecured loans granted or taken by the company are not, prima facie, prejudicial to the interest of the company,

(c) In our opinion and according to the information and explanation given to us, the payment and/or receipt of princ ipal amount and interest are regular,

(d) In our opinion and according to the information and explanations given to us, there are no overdue amounts in respect of the transactions listed in clause (a) (i) & (ii) above.

(e) The company have not taken loan from one party covered under the provisions of Section 301 of the Act.

(f) According to the information and explanation given to us, the rate of interest and other terms and conditions in respect of unsecured loans granted or taken by the company are not, prima facie, prejudicial to the interest of the company, if any.

( g ) The payment of the principle and the interest amount are regular., if any.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal

control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and service. Ther are no failure or weakness invloved in the internal control systems.

5 (a) In our opinion and according to the information and explanation given to us, particulars of contracts and arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section, if any.

(b) In accordance with the information and explanations given to us each transaction made in pursuance of such contracts or arrangements (only for amount exceeding the value of Rupee Five Lacs) in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time, if any.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted

any deposit from the public during the year. Therefore the provisions of clause 4(vi) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.


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In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business.

We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government for maintenance of cost records u/s 209 (1) (d) of the Companies Act 1956 in respect of and are of opinion that prima facie the prescribed records have been maintained (a) According to the records of the company and information and explanations given to us, and the records of the company examined by us in our opinion, the company is generally regular in depositing undisputed statutory dues including provident fund, Employees state insurance, Income Tax, sales tax, wealth tax, customs duty, excise duty, cess and other material statutory dues with the appropriate authorities during the year. (b) According to the records of the company and information and explanations given to us, and the records of the company examined by us there are no dues of income – tax , wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

The Company have accumulated losses Rs.54598801 as at the end of the year and the company has incurred cash losses Rs. 10.81 Lacs in the preceeding financial year but has not incurred any cash losss during cureent financil year. According to the records of the company examined by us and information and explanations given to us, the company has not defaulted in the repayment of dues to financial institutions and banks. The Company has no debentures.

According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other Securities.

The provisions of any special statue applicable to chit fund, Nidhi or Mutual benefit Fund/Societies are not applicable to the Company. Therefore the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks and financial institutions. Therefore , the provisions of clause 4(xv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the company.

To the best of our knowledge and belief and According to the information and explanations given to us, term loans availed by the Company were prima facie, applied by the Company during the year for the purposes for which the loans were obtained. According to the Cash Flow Statement and records examined by us and According to the information and explanations given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vise versa.

The Company has not made any preferential allotment to parties and Companies covered under register maintained under section 301 of the Companies Act, 1956, during the year and question of whether the prices at which the shares have been issued is prejudicial to the interest of the company does not arise.

According to the information and explanations given to us and the records examined by us, the company has not issued any debentures during the year. Therefore , the provisions of clause 4 (xix) of the Companies (Auditors Report ) Order , 2003 are not applicable to the company.

The Company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise. During the course of our examination of the books and record of the Company, carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we seen informed of such case by the management.

For Pathak Anup & Associates Chartered Accountants

SD/‐

CA ANUP PATHAK PROPRIETOR Membership No.73907 INDORE, 31st May, 2013


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SAB OO BRO TH ERS LIMITED

BALANC E SHE ET AS AT 3 1s t Ma rch, 20 13 P ART IC ULARS

N OT E NO . CUR RENT

YEA R PRE VIO US

Y EAR

31st M arch,

2 013 31 st M arch,

2012 R s Rs

I. E Q UITY AND LIABILITIE S (1 ) Shareho lders' Fu nd s a ) S ha re Cap ital B1 6 09 62000 5941600 0 b ) Reserves a nd Surp lu s B2 4 00 27057 2813527 5 (2 ) No n -cu rren t L iabi lities ( a) Lo ng T erm Borrowings B3 0 0 ( b) D efe rre d tax L iabil ities 0 0 ( c)O the r Long Te rm L iab ili ti es B4 0 0 ( d)Long Term P rovision s B5 0 0 (4 ) Cu rren t L iabili ties (a ) S ho rt Term Borrow ings B6 0 0 (b ) Trade Paya bles B7 10 17457 10 30 99 9.79 (c) O the r Cu rren t L iabi lities B8 777628 2403 78 6 (d ) S ho rt Term P rovision s B9 0 0

T ota l 10 27 84142 9098606 1 II ASSET S (1 ) No n - cu rren t Assets (a ) Fi xed Asse ts ( i) Ta ng ib le A ssets B10 35 68543 1393500 0 (iii ) Ca pItal wo rk in prog re ss 0 0 (b ) Non-cur re nt Inve stme nts B11 0 5000 00 0 (c ) Deffe re d Ta x Asse ts 0 0 (d ) Long te rm loans an d a dvan ces B12 0 4500 0 (e ) O the r n on -cu rrent assests B13 13 95000 1395 00 0

TO TAL 49 63543 2037500 0 (2 ) Cu rren t A ssets (a ) Cu rren t In vestm en ts 0 0 (b ) In ven tories B14 80 65600 1738500 0 (c ) Trade Rece iva bles B15 4 05 28812 3111126 0 (d ) Cash and cash e qu iva len ts B16 43 20279 83776 0 (e ) Short term loans and a dvance s B17 4 49 05908 2127704 1 (f) O ther cu rren t a ssets B18 0 0

TO TAL 9 78 20599 7061106 1

Total 10 27 84142 9098606 1 See acco mpanying n otes fo rm ing p a rt o f fi nancia l sta tements A1 To B2 6 In te rms o f our rep o rt a ttached

Fo r Path ak Anup & Associa tes F or & Behalf of SABOO BR OTH ERS LIM IT ED

Char tere d Accoun tan ts

Sd/‐ Sd/ ‐ Sd/ ‐

CA ANU P PAT HAK R AJE NDR A BAR KA LL E MU KESH SANGH VI


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SABOO BROTHERS LIMITED

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st March, 2013.

PARTICULARS NOTE NO. CURRENT YEAR PREVIOUS YEAR

31st March, 2013 31st March, 2012 Rs Rs Revenue from operations B19 12538516 6262685 Other income B20 394235 1029325 Total Revenue (I+II) 12932751 7292010 Expenses Cost of materials consumed B21 8655201 2726001 Purchases of Stock -in- Trade 0 0 Changes in inventories of finished goods B22 2474400 1050000 work -in -progress and Stock-in -Trade 0 0 Direct manufacturing expenses B23 758523 702565 Employee benefits expense B24 1328431 1871779 Finance costs B25 830 8610 Depriciation and amortization expense B10 341697 369000 other W/off (fixed assets) 1042000 0 Other expense B26 487266 2013780 Total expenses 15088348 8741735 Profit before exceptional and extraordinary items and tax III-IV -2155597 -1449725 Exceptional Items Bad debts 5176621 0 Profit before extraordinary items and tax (V-VI) -7332218 -1449725 Extraordionary Items 0 0 Profit before tax (VII-VIII) -7332218 -1449725 Tax expense (1) Current tax 0 0 Arear of tax (2) Deffered tax 0 Profit / (Loss ) for the period from contining -7332218 -1449725 operations (VII-VIII) See accompanying notes forming part of financial statements A1 To B26 In terms of our report attached For & Behalf of SABOO BROTHERS LIMITED For Pathak Anup & Associates Chartered Accountants

Sd/- Sd/- Sd/-

CA ANUP PATHAK RAJENDRA BARKALLE MUKESH SANGHVI M. no. 73907 (Proprietor) Managing Director Director Date : 31st May, 2013 Date : 28th May, 2013 Date : 28th May, 2013 Place : INDORE Place : UDAIPUR Place : UDAIPUR


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SABOO BROTHERS LIMITED NOTES FORMING PART OF FINANCIAL STATEMENTS YEAR ENDED 31st March, 2013

Current Year Previous Year Particulars 31st March, 2013 31st March, 2012

B1 Share Capital Authorised 6510000 Equity Share Of Rs.10/ Each 65100000 65100000 Issued Subscribed And Paid Up Capital 63724000 63724000 (60962000 Equity Share of 10/- Each In Currant Year, 6372400 Equity

Shares of Rs. 10/- Each In Previous Year) Less: Share Forfeited 2762000 Less: Call in Arears 0 -4308000 Total 60962000 59416000 (A) Reconcilation Of Number Of Shares Shares Outstanding As At 1St April, 2012 6372400 6372400 Changes During The Year (Forfeited) 276200 0 Shares Outstanding As At 31St March, 2013 6096200 6372400 A. Details Of Shareholder Holding More Than 5% Shares In The Company: As per Annexure - A B2 Reserves And Surplus (A) Share Premium 107678000 * 107678000

Less: Written off During The Year 11048000 * 0 Less: Allotment money in Arrears 0 * -23367000 Total 96630000 * 84311000

(B) Investment allowance reserve 392000 * 392000

(C) Subsidy 114000 * 114000

(D) Capital Reserve 6905000 * 0

(D) Surplus In Statement Of Profit And Loss Opening Balances -56681725 * -55232000 Add: Surplus/Deficit In Profit And Loss Account -7332218 -1449725 -64013943 -56681725 Apropriations Transfer To General Reserve 0 0 Tax Of Prior Period 0 0 Tax On Dividend 0 0 Total -64013943 -56681725 Total (A+B+C+D) 40027057 28135275 B3 Long Term Borrowings (A) Secured Loans

Term Loans From Bank 0 0 Total 0 0

(B) Unsecured Loans Other Borrowings (From Entities Other Than Bank) 0 0 Total 0 0 Total (A+B) 0 0


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B4 Other Long Term Liabilities 0 0

Total 0 0

B5 Other Long Term Provisions 0 0

Total 0 0

B6 Short Term Borrowing 0 0

Total 0 0

B7 Trade Payables Sundry Creditors For Goods & Services 1017457 1031000

Total 1017457 1031000

B8 Other Current Liabilites 0 Outstanding And Other Liabilites 777628 2403786

Total 777628 2403786

B9 Short Term Provisions Provision For Taxation 0 0 Provision For Dividend 0 0 Provision For Dividene Tax 0 0

Total 0 0

B11 Non- Current Investments Investment In Bonds 0 5000000

Total 0 5000000

B12 Long Term Loans And Advances (Unsecured, Considered Good) (A) Loans And Advances - Others Staff 0 0 (B) Deposits 0 45000 (C) Advance Income Tax 2011-2012 0 0

Total 0 45000

B13 Other Non- Current Assets Repayment For Which Services Are Planned To Be Received Beyond 12 Months From The Reporting Date Long -Term Trade Receivables 0 0 security deposit 1395000 1395000

Total 1395000 1395000

B14 Inventories (As Valued And Certified By The Management (Valued At Cost) Raw-Materials 0 6845000 Store & Spares 2245000 2245000 Semi Finished Goods 5070600 7545000 scrap 750000 750000

Total 8065600 17385000

B15 Trade Receivables Unsecured, Considered Good More Than Six Month 23371622 28543043 Less Than Six Month 17157190 2568217

Total 40528812 31111260


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B16 Cash And Cash Equivalent A. Cash In Hand 324260 225000 B. Bank Balances Bank of Baroda 3935359 0 With Schedule Bank In Current A/C, Fdr A/C 60660 612760 Total 4320279 837760

B17 Short Term Advances For Supplies & Others 38945483 14137041 For Staff And Others 5960425 7140000

Total 44905908 21277041

B18 Other Current Assets Advance Tax 0 0

Total 0 0

B19 Revenue From Operations Sales 12538516 6262685

Total 12538516 6262685

B20 Other Income Interest 376450 864000 Others 17785 165325

Total 394235 1029325 B21 Cost Of Materials Consumed

Opening Stock A) Raw- Material 6845000 6580000 Stores and Scraos 2995000 2995000 Semi Finished Goods 0 0 Add:- Purchases And Expenses ( See Note 1) 1810201 2991001 Total 11650201 12566001 Less Closing Stock A) Raw- Material 0 6845000 Stores and Scraos 2995000 2995000 Semi Finished Goods 0 Total 2995000 9840000 Material Consumed During The Year 8655201 2726001

Total 8655201 2726001 Note1: The Expenses Includes, Freight, Cartage, Loading And Cess

Are Included In The Purchases

B22 Changes In Inventories Of Finished Goods Inventory At The End Of The Year A) Finished Goods 0 0 B) Semi Finished Goods 5070600 7545000 C) Work In Progress 0 0

Total 5070600 7545000 Inventory At The beginning Of The Year A) Finished Goods 0 0 B) Semi Finished Goods 7545000 8595000 C) Work In Progress 0 0

Total 7545000 8595000 Increase / (Decrese) In Stock 2474400 1050000


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B23 Other Direct Manufactuing Expenses Other Direct Manufacturing 758523 702565 Total 758523 702565

B24 Employee Benefits Expenses 1328431 1871779 Total 1328431 1871779

B25 Finance Cost 830 8610

Total 830 8610

B26 Other Expenses 487266 2013780

Total 487266 2013780

See accompanying notes forming part of financial statements In terms of our report attached For Pathak Anup & Associates For & Behalf of SABOO BROTHERS LIMITED Chartered Accountants

CA ANUP PATHAK RAJENDRA BARKALLE MUKESH SANGHVI

M. no. 73907 (Proprietor) Managing Director Director Date : 31st May, 2013 Date : 28th May, 2013 Date : 28th May, 2013 Place : INDORE Place : UDAIPUR Place : UDAIPUR

SAB

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BR

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RS L

IMIT

ED

Annual R

eport 2012-13

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B O O B R O T H E R S IT E D

B 1 0 g ib le A s s e ts a s o n 3 1 s t M a rc h 2 0 1 3

N A M E O F T H E A S SE T S

G R O S S B L O C K D E P R E C IA T IO N N ET B LO C K

01 .0 4 .1

2 A D D . D E D U

C T T O T AL U P T O 1 2 D R .Y E A

R W /

B AC K T O T A L 3 1 .0 3.1 3 3 1.0 3.1 2

G O O D W IL L 1 50 00 0 0 0 1 50 00 0 0 0 0 0 15 00 00 .00 15 00 00L E A S E H O L D L AN D 9 77 00 0 0 9 77 00 0 0 0 0 0 0 0 .00 97 70 00

B U ILD IN G 9 95 70 0

0 0 9 95 70 0

0 0 4 42 0 41 8 2 31 80 4 44 35 98 0 0 .00 5 53 65 82R o ad & S ite D e v e lop m e n t

1 18 90 00 0

1 18 90 00 0 14 6 51 2 0 14 65 12 0 0 .00 1 04 24 88

P LA N T & M A C H IN E R Y

3 54 49 80 0

3 54 49 80 0 1 36 3 95 4 5 60 98 1 42 00 52 0 0 .00 2 18 10 26

F U R N IT U R E & F IX T U R E S 4 80 97 9 0 0 4 80 97 9 30 3 74 8 3 35 83 30 68 85 3 04 46 45 05 33 .03 17 72 31O T H E R M IS C .A S S E T S

7 46 33 50 0

4 34 73 29 3 1 16 02 1 3 59 2 67 7 22 88 36 3 67 35 02 14 80 11

29 68 01 0 .00 3 87 06 73

T O T AL 2 37 62 3

0 9 0 2 00 15 3

0 9 3 7 47 00 0 9 82 7 30 9 34 16 97 9 99 05 49 17 84 57 3 56 85 43 1 39 3 50 00

F o r P a th a k A nu p & A s s o c ia te s F o r & B e ha lf o f S A B O O B R O T H E R S L I M I TE DC ha r te re d A c c ou nta n ts

S D / - S D /- S D / -

C A A N U P P A TH A K

R A J E N D R A B A R K A LL E

M U K E S H S A N G H V IM . n o . 7 3 9 0 7 (P r o p ri e tor ) M a n a g i ng D i re c to r D ir e c to r


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SCHED U LE 2 0 NO TE S T O TH E A CCO UNT S A. NA TU RE OF OPER AT IONS :

The Com pany is pre sently e ng age d in m anufa cturing of capital goods m a chine rie s used in m anufacturing of P ort land Ce me nt, m ine ra l grinding m achinerie s e tc. Pre viously the Com pa ny w as als o m anufa cturing ref ra ctory Ce m ent but the ope ration w a s close d due to high cos t and not having regular de ma nd.

B. SIGNIFICAN T ACCOUN TING POLICIES:

1 . A CCOUNT ING CO NVE NT IONS:

The financial statem e nts ha ve be en pre pa re d to com ply in a ll m ateria l re spects w ith the notified a ccounting standa rds by Com panies Accounting Standards Rule s, 2 00 6 and the releva nt provisions of the Com panies A ct, 1 95 6 . The f inanc ia l statem ents have bee n prepare d under the historical cost convention on accrua l basis. The accounting police s have bee n cons is te ntly a pplie d by the Com pany and are cons is te nt w ith those used in the previous ye ar.

2 . USE O F E STIM A TES The pre paration of f inanc ial statem e nts in conf orm ity w ith g eneral ly acce pte d a ccounting prese nta tion of f inancia l statem e nts re quires m anage m ent to m ake e st im ates and as sum ption tha t af fect the reporte d am ounts of as se ts a nd liab il it ies and disclose r of conting ent liab il it ie s at the date of the fina ncial state m ents and the res ults of operations during the reporting pe riod. Although the se es tim ates are base d upon m anage m ent’s bes t know le dge of curre nt eve nts and a ct ion, actual res ults could de fer from these e stim ates .

3 . FIXE D A SSET S i ) Fixe d a sse ts a re stated at cost les s accum ulate d depreciation a nd im pairme nt los ses ,

i f any. Cost com prise s the purchase price a nd any a ttributable cost of bringing the as se ts to its w ork ing condit ions for i ts inte nde d use.

i i) Insurance s pa re s/ standby e quipm e nts are capital iz ed a s pa rt of m othe r as sets. i ii ) Lea se of leas ehold la nd of the Com pany located at E‐2 5 A, M .I.A ., P ha se II,

Bas ni, Jodhpur, acquired by the Com pa ny w hile taking ov er the busine ss of P artne rship Firm M /s Shree Enginee rs in the year 198 4, has e xpired during the year 20 1 1‐12 . T he land w as given on leas e to the pa rtners hip f irm by M r. Shrigopal Sa boo. In te rms of the le ase a gree me nt, the com pa ny has arrange d for handing ove r the sa id prope rty to the les sor and has transfe rred the build ing constructed and m a chine ry instal le d by the com pany to the m at their book value.

4 . RE COGNIZA TIO N OF INCOM E & EXPE NDITUR E: a. Sale s reve nue is recognize d w hen g oods are c le ared from factory a nd is inc lus ive of

exc ise dutie s. b. Export s ales are recognize d at the t im e of sh ipm ent of products to cus tom er and

are inc lusive of ince ntives and e xchange f luctuation of e xport. c . Income , e xpe nditure and ince ntives / benef its are accounte d for on accrual bas is. d. Claim & ref unds due from gove rnm ent a uthoritie s a nd pa rties though re ce ivable/

re fundable are not recognize d in the accounts if the am ount the re of is not ascertainable . Thes e are accounted for as a dm itte d /partie s in favor of the com pany.

5 . DEPR ECIAT ION: D epre ciation on f ixed asse ts is provide d on s traight line m ethod at the rate s a nd in the m anner pre scribed in s chedule XIV to the Com panie s A ct.


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1 . IM PA IRM ENT The carrying am oun ts of a sse ts are review e d at ea ch balance s he et i f the re is any ind icat io n of im pairme nt ba sed on inte rna l / e xte rnal factor. An im pa irm ent los s is re cognized w he re ver the carrying am ount of an a sse t exce ed s its re cove rable am ount. The recove rable am ount is the grea te r of the ass et’s ne t sel ling price and value in u se . In ass es sing value in use , th e e stim a te d future cas h flow s re discounte d to the ir pre sent valu e at the we ig hted averag e cost of capital .

2 . INV ENT ORIE S: Inve ntorie s are value d a t cost and ne t real iz ab le value w hiche ver is low e r. In the case of w ork

in p rog re ss va luation is bas ed on raw m ate ria l cos t and ove rhe ad. Ne t re alizab le value is the es tim ated curre nt procurem ent price in the ordinary cours e of the bu siness .

3 . BO RROW ING COST S: Intere st and other costs in conne ction w ith the borrow ing of the funds to the e xtent related /

attributable to the acquisition / cons truction of qualifying fixed as se ts are ca pitalize d up to the date w hen s uch as sets are re ady for its intended use and othe r borrow ing costs are charge d to prof it a nd Loss account.

4 . FOR EIGN CURREN CY TRA NSA CTIO NS:

Foreign currency transact io ns a re a ccounted a t exchange rates prevail ing on the date of the tra ns action. All f ore ign curre ncy as sets and liab il it ies i f any at the Bala nce She et date are tra ns la te d into rupee s at th e a pplicab le exchange rate s prevailing at tha t date . A ll exchange dif fere nce is dealt w ith in th e profit and loss account e xce pt those re lating to a cquis it ion of f ixe d as sets w hich are adjus te d in the cost of the fixed a sse ts .

5 . RE VEN UE RECOGN ISAT ION OF INCOM E AN D EXPE NDITURE : All incom e s a re on accrua l b as is except in re spect of c laim re ceiva ble tha t are a ccounte d w he n adm itted.

6 . RE TIREM EN T B ENE FITS: Co m pany Contribut ion to Provide nt Fund and Superannuation fund are cha rg ed to Profit & loss

A ccount. 7 . PROV ISION FO R BA D & D OUBT FUL D EB TS:

P rovision is ma de in accoun ts for bad a nd d oubtful debts/a dva nces w hich in the opin ion o f the m anage me n t is cons idere d irre covera ble.

8 . EA RNIN G PER SH A RE:

Bas ic e arn ing pe r share are calcu lated by divid ing the ne t pro f it or loss for the pe riod a ttributable to e quity shareholde rs by th e w eigh te d ave rage num be r of equity s hares outs tanding during the period. Since there is loss during the year, accum ula te d losse s a nd u nabsorbe d de prec ia tion f or ea rlier ye ars the e arning per share is neg ative figure.

PARTICULARS OF CONTIN GENT L IAB ILITY 2013 2012

Cla im ed against the com pa ny not acknow le dge the de bts as

cert if ie d by m anage me nt. NIL NIL

Contra ct re m ain ing to be e xecute d on capital accou nt NIL NIL Contingent l iab i litie s Bill disco unte d w ith ba nk Rs.7 .5 0 Lacs Rs.7.5 0 La cs D ispute d incom e tax dem a nd D is puted e xcise dem and NIL NIL


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1. The bala nces grouped under sundry debtors , creditors a nd a dva nces are still under reconciliation a nd confirmation from respective pa rties awaited. The f inal adjustment if any shall be made only after reconciliation.

2. The stock of ra w material, semi‐finished goods a nd stores a re as per inventory prepared, valued

and certified by the ma nagement. 3. In the opinion of the management current assets and a dva nces if rea lized in the ordina ry course

of business have value of rea lization a t least of the amount at which they are stated in the Balance S heet.

4. As per the informa tion availa ble with the company there are no sma ll scale industrial

underta king to whom the Company owed any sum as a t 31st, Ma rch 2013 a nd there is no balances outstanding for more than 30 days as at 31st, March ,2013.

5. The Compa ny ha s not paid the remuneration to the M anaging Director in view of not claiming

the remunera tion by managing director due to losses suffered by the Company.. 6. Sundry debtors include Rs.1312222.00 due from the firm and companies in which directors a re

interested. Similarly Advances include Rs . 3625000.00 given to f irms and companies in which directors a re interested.

7. Auditors Remuneration 31.03.2013 31.03.2012

a. As audit Fee 15000.00 15000.00 b. Ta x Audit Fee 5000.00 5000.00 c. For Certificate & Consulta tion 10000.00 10000.00 Total 30000.00 30000.00

8. Income Taxes A ta x expense comprises current, deferred and fringe benef it tax. Current income tax and fring e benefit tax is measured a t the amount expected to be pa id to the tax authorities in accordance with the India n Income Tax. Deferred income tax reflect the impa ct of current year timing differences between taxable income and accounting income for the yea r a nd reversal of timing differences of earlier years. Deferred T ax is measured based on the ta x rates and the tax laws enacted or substantively ena cted at the balance sheet date. Deferred tax assets a re recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be availa ble against which such deferred tax assets can be realized. If the Company ha s carry forwa rded unabsorbed depreciation or carry forwarded tax losses, deferred ta x a ssets a re recognized only if there is virtual certainty supported by convincing evidence that they can be rea lized aga inst future taxable profits . Due to uncertainty of income deferred Tax need not be accounted for as the Company has huge accumulated business losses .

9. Previous year f igures have been regrouped wherever necessary so a s to correspond with those

of the current year.


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1. Earnings per share (EPS): Net Profit/ (Loss) as per Profit after tax (7332218) No. of Equity Shares (in Nos.) 6096200 No. of Equivalent Equity Shares 6096200 Earnings Per Share (in Rs.) NIL (Basic & Diluted) Note: There are no further diluted or anti dilute securities affecting the existing issued capital

2. Segment information for the year ended 31.03.13

As the company has been operating in a single segment of business i.e engineering goods, segment wise reporting in terms of AS‐17 is not required to be given.

3. RELATED PARTY DISCLOSURE

The disclosure in pursuance to as 18 on “Related Party discloser is as under: a. Name of Related Parties & Relationship

(Rs. In Lacs) Name relationship Manner 1. Saboo Engineers (P) Ltd.

Associate

Directors are Director

Purchase of goods NIL NIL NIL NIL

Sales of goods NIL NIL NIL NIL Managerial Remuneration

NIL NIL NIL NIL

Balances outstanding As on 31.03.2013 Amount payable Amount receivable

NIL

49.37

NIL

49.37

NIL

NIL

NIL

NIL

Additional information as required under Part‐II of Schedule V to the Companies Act, 1956 to the extent applicable to the company is as under

For Pathak Anup & Associates For & Behalf of SABOO BROTHERS LIMITED Chartered Accountants SD/-

SD/-

SD/-

CA ANUP PATHAK RAJENDRA BARKALLE MUKESH SANGHVI M. no. 73907 (Proprietor) Director Director

DATE:31st, May, 2013 DATE:28th, May, 2013 DATE:28th, May, 2013 PLACE INDORE PLACE UDAIPUR PLACE UDAIPUR

SABOO BROTHERS LIMITEDRegd. Office:

ATTENDANCE SLIP

R.F. No. ___________________________Mr./Mrs./Miss __________________________________________(Shareholders’ name in block letters)

I/We certify that I/We am/are registered shareholder / proxy for the registered shareholder of the company.

I/We hereby record my/our presence at the Annual General meeting of the company at the registered officeof the company on 5th August, 2013 at 11.30 AM

SIGNATURE OF THE SHAREHOLDER/PROXY

Notes:1. Shareholders/proxy holders are requested to bring the attendance slips with them when they come

to the meeting and hand them over at the entrance after putting their signature on them.2. Shareholders are requested to bring their copy of the Annual Report along with them to the Annual General

Meeting, as copies to the Report will NOT be distributed again at the Meeting, inview of the increasing costof printing.

PROXY FORM

R.F. No.__________ No. of Shares _________

I/We _________________________________________________________________ of_______________________________________________________________________ being a member ofSABOO BROTHERS LIMITED holding _________ ordinary share(s) hereby appoint_______________________________________________________________________ of_______________________________________________________________________ or failing him or her ________________________________________________________________________ of_________________________________________________________________ as my/our proxy to vote forme/us on my/our behalf at the Annual General meeting of the Company to be held on 5th August, 2013at 11.30 AM and at any adjourned meeting thereof.

As witnessed my/our hand(s) this ____________________ day of ____________

Rs.1/-Revenue Stamp Signature __________________

Note:If it is intended to appoint a proxy, the form of proxy should be completed and deposited at the RegisteredOffice of the Company at least 48 hours before the meeting commencement time.

ANNUAL GENERAL MEETING ON 5TH AUGUST, 2013, AT 11.30 AM

6, Murawat Bhawan, Lakhara Chowk, Udaipur - 313001 (Rajasthan)

B OO K P OST( P rin te d M a tte r)

To ,

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SABOO BROTHERS LIMITED - Bombay Stock ExchangeM/s Pathak Anup & Associates Chartered Accountants...

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