To,

The Members of

Sai Baba Investment & Commercial Enterprises Ltd

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

1. FINANCIAL RESULTS

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

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance are as under:

- Revenue of the Company increased from Rs. 1,29,59,099/-to Rs. 1,57,23,010/-

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

3. CHANGES IN THE NATURE OF BUSINESS, IF ANY

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

4. DIVIDEND

After considering the financial results for the financial year, your Directors are of the opinion that it is prudent that no dividend be declared for the year under review so that the profits earned in the financial year can be ploughed back and utilized towards various growth and other expansion plans.

5. TRANSFER TO RESERVES

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

6. FIXED DEPOSITS

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

7. SHARE CAPITAL

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

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. Dilip Shah and Mr .Sushanth Shetty & Ms. Divya Poojary, Directors of your Company have resigned from the Board w.e.f. 11th August, 2015. Your Board records its deep appreciation for the services rendered by Mr. Dilip Shah and Mr. Sushanth Shetty as Executive Directors of the Company & Ms. Divya Poojary in the capacity of Independent Director of the Company. Mr. Sagar Ruparelia and Ms. Rohini Sehgal were appointed with effect from 11^th August, 2015.

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

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

9. REMUNERATION TO KEY MANAGERIAL PERSONNEL

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

10. REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

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

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

11. DECLARATION BY AN INDEPENDENT DIRECTORS

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

12. FAMILIARIZATION PROGRAMME

Every new Independent Director of the Company attends a Familiarization Programme. The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company www.saibabainvest.co.in

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

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

13. BOARD DIVERSITY

The Company recognizes and embraces the benefits of having a diverse Board to enhance the quality of its performance. The Board Diversity Policy aims to set out the approach to achieve diversity on the board of directors of the Company. The Board Diversity policy is available on the Company's website at www.saibabainvest.co.in

14. MEETINGS OF BOARD AND COMMITTEES Board of Directors:

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

Currently the Board has three committees viz. the Audit Committee, the Nomination and Remuneration Committee and Stakeholders Relationship Committee. A detailed note on the Board and its committees is provided under the Corporate Governance report section in this annual report. The gap between any two meetings has been less than 120 days as prescribed by the Companies Act, 2013.

15. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

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

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

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

16. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

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

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;.

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

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

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

17. AUDITORS AND AUDITORS' REPORT

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

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

Accordingly, members are requested to ratify the appointment of M/s P M Shah & Co, Chartered Accountants as statutory auditors of the Company for the year 2016-17 and to fix their remuneration. Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

18. EXTRACT OF ANNUAL RETURN

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

19. SECRETARIAL AUDITOR

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

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

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

21. AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

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

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

24. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is required to be appended to this report in this regard.

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

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

26. SUBSIDIARIES AND ASSOCIATE COMPANIES:

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

27. MANAGEMENT DISCUSSION AND ANALYSIS:

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

28. CORPORATE GOVERNANCE:

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

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

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

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION & FOREIGN EXCHANGE

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be furnished pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:

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

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

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

31. CORPORATE SOCIAL RESPONSIBILITY:

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

32. RISK MANAGEMENT POLICY

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

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

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

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

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

35. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:

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

36. STATUTORY DISCLOSURES:

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

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

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

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

37. LISTING WITH STOCK EXCHANGES:

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

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

38. SEXUAL HARRASMENT:

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

39. ACKNOWLDEGEMENTS:

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

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

By order of the Board

For Sai Baba Investment & Commercial Enterprises Ltd

Sd/-

Place: Mumbai SagarRuparelia

Date: 03^rd September, 2016 Managing Director

DIN:02000356