SARAF INFRAPRAPROJECTS LIMITED
ANNUAL REPORT
2010-11
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CONTENTS
Board & Committee……………………………………………………………………………………………………………2
Message from the Chairman………………………………………………………………………………………………3
Management Discussion & Analysis Report……………………………………………………………………….4
Notice………………………………………………………………………………………………………………………………..5
Annexure to Notice……………………………………………………………………………………………………………7
Directors’ Report……………………………………………………………………………………………………………….9
Corporate Governance……………………………………………………………………………………………………..20
CEO/CFO Certification………………………………………………………………………………………………………21
Report of Audit Committee………………………………………………………………………………………………22
Auditors’ Report……………………………………………………………………………………………………………….23
Balance Sheet……………………………………………………………………………………………………………………26
Profit & Loss Account………………………………………………………………………………………………………..27
Cash flow Statement…………………………………………………………………………………………………………28
Schedules………………………………………………………………………………………………………………………….29
Segment Report………………………………………………………………………………………………………………..40
Proxy Form……………………………………………………………………………………………………………………….41
BOARD & COMMITTEES
AUDITORS
MANAGEMENT
Raja Ram Saraf
Abhishek Jhunjhunwala
Niket Saraf
Arvind Siotia
Rajesh Khaitan
Kashinath Jhunjhunwala
M/S. V. N. Purohit & Company
32B, Ganesh Chandra Avenue
Kolkata-700 013
Chairman /
Managing Director
Whole-Time Director
Director
COMMITTES OF THE BOARD
Independent Director
• AUDIT COMMITTEE
Arvind Siotia
Rajesh Khaitan
Kashinath Jhunjhunwala
Raja Ram Saraf
COMPANY SECRETARY
Seema Sharma
Chairperson
REGISTERED OFFICE
•
63, Rafi Ahmed Kidwai Road,
2nd Floor, Park Street,
Kolkata – 700 016
Tel: 2265 3700, Fax: 2265 3699
Arvind Siotia
Rajesh Khaitan
Raja Ram Saraf
Kashinath Jhunjhunwala
EMAIL
[email protected]
[email protected]
•
Niche Technologies (P) Ltd.
D-511, Bagree Market
71, B. R Basu Road
Kolkata-700 001
BANKERS
•
Chairperson
SHAREHOLDERS' / INVESTOR GRIEVANCE
COMMITTEE
Rajesh Khaitan
Abhishek Jhunjhunwala
WEBSITE
www.sarafindia.net
REGISTRAR AND SHARE TRANSFER AGENT
REMUNERATION COMMITTEE
•
State Bank of India
Commercial Branch
1, Middleton Street
Kolkata -700 071
•
Indian Overseas Bank
P-35, India Exchange Place
Kolkata- 700 001
Chairperson
Dear Members,
I take immense pleasure to welcome you all in the celebration of twenty eight years of continuous
working together of our company. In the journey so far covered we have received continuous trust and
support from our valuable shareholders, esteemed customers and co-operation from staff members and
other well wishers.
During the critical economic environment, we focused our efforts on gaining the knowledge and
capabilities to build tomorrow's enterprises. Appreciation and accolades from our customers and
industry bodies always corroborate the confidence we have in our strengths and capabilities.
SIPL has outlined long-term goals sub-divided into short-term and medium-term targets. This will
indubitiously prove beneficial for us: it will position SIPL as one amongst the fastest growing integrated
real estate & hospitality development companies around the world and shall strengthen its ranking as
one of the most efficient corporate citizen.
We have been always committed to growing responsibly. Our major project of construction of the
“Radisson Blu” at Hastings, Kolkata is expected to open its door at around the last quarter of the year
2011. We are working to minimize waste and the consumption of energy and fresh water as well as
preserve the natural habitat.
I can assure this much to our shareholders that every rupee which they invest in the Company shall act as
a growth multiplier.
Raja Ram Saraf
Chairman cum Managing Director
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
I.
BUSINESS OVERVIEW: Your Company is engaged in reality business operating in diverse
but integrated segment of hospitality management. ‘RADISSON BLU’, the first green hotel in
East is at its full swing to be inaugurated in early 2012, to offer holistic hospitality experience.
II.
STRATEGY: Our goal is to leverage our strengths to continue to expand our capacities in our
business, continue our growth in India and to compete in the global market, so as to get
platinum rating in USA’s leed program. Now, the strategy to attain the same, would be through
maintenance of cost competitiveness through technology; Growth through select strategic
partnerships, as for now, we have entered into a MOU with Radisson Group for the construction
of the aforesaid project, likewise, the management is looking forward to enter into partnerships
with reputed brands in order to expand into new growth markets.
III. OPPORTUNITY & OUTLOOK: Real Estate sector is booming and therefore the company is
leaving no stones unturned to catalyze on the same.
IV. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: Your Company has an
Internal Auditor, who at regular intervals keeps an eye on the financial operations of the
Company in order to achieve the targets regularly and avoid misstatements.
V.
SAFETY: The Company is taking all possible safety measures and zero accident is taken up as
the Company’s Goal.
VI. ENVIORNMENT FRIENDLY OPERATIONS: We are one of the pioneers to construct a
100% green building hotel.
VII. CAUTIONARY STATEMENT: Statements in this Report may be forward looking statements
within the meaning of applicable securities laws and regulations. Actual results could differ
materially from those expressed or implied. Important factors that could make a difference to
the Company’s operations include, among other things, economic conditions affecting the
market in which the Company operates, changes in Government regulations, tax laws and other
statues and incidental factors.
-----------NOTICE-----------NOTICE is hereby given that the twenty-eighth Annual General Meeting of the Members of Saraf
Infraprojects Limited (Formerly known as Saraf Nirman & Commerce Limited) will be held on
Monday, 5th September 2011 at 11:00 A. M. at its regd. office situated at 63, Rafi Ahmed Kidwai
Road, 2nd Floor, Park Street, Kolkata-700016 to transact the following business:
Ordinary Business:
1. Adoption of Annual Accounts: To receive, consider and adopt the Audited Balance Sheet as at
31st March, 2011 and the Profit & Loss Account for the period ended on that date together with
the schedules and notes attached thereto, along with the reports of the Auditors’ and Directors’
thereon.
2. To appoint a Director in place of Mr. Rajesh Khaitan, who retires by rotation as the Director of
the Company and being eligible, offers himself for re-appointment.
3. To appoint M/S. V. N. Purohit & Co., Chartered Accountants, as Auditors of the Company to
hold office from the conclusion of this meeting till the conclusion of the next Annual General
Meeting and to authorise the Board to fix their remuneration.
Special Business:
4. To consider and if thought fit to pass with or without modification, the following resolution
as an Ordinary Resolution:
“RESOLVED THAT Mr. Arvind Siotia, who was appointed as an Additional Non-Executive
Independent Director of the Company w. e. f. 07th February, 2011 on the Board of Directors and
who holds office under section 260 of the Companies Act, 1956, to the date of ensuing Annual
General Meeting, be and is hereby appointed as a Director of the Company, liable to retire by
rotation, in respect of which, a notice in writing, u/s 257 of the Companies Act, 1956 with
requisite fees has been received by the Company from him proposing himself for the office of
Director.”
5. To consider and if thought fit to pass with or without modification, the following resolution
as an Ordinary Resolution:
“RESOLVED THAT Mr. Kashinath Jhunjhunwala, who was appointed as an Additional NonExecutive Director of the Company w. e. f. 07th February, 2011 by the Board of Directors and
who holds office under section 260 of the Companies Act, 1956, to the date of ensuing Annual
General Meeting, be and is hereby appointed as a Director of the Company, liable to retire by
rotation, in respect of which, a notice in writing, u/s 257 of the Companies Act, 1956 with
requisite fees has been received by the Company from him proposing himself for the office of
Director.”
By Order of the Board
For Saraf Infraprojects Ltd
Place: Kolkata
Date: 27th May, 2011
Seema Sharma
Company Secretary
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO
APPOINT A PROXY TO ATTEND AND VOTE ON A POLL ON HIS BEHALF AND THE PROXY NEED NOT BE
A MEMBER OF THE COMPANY.
2. The instrument appointing the proxy must be deposited at the registered office of the Company not later than 48 hours
before the commencement of the Annual General meeting.
3. Members are requested to:
a) complete the attendance slip and deliver the same at the entrance of the meeting hall;
b) bring their copies of the Annual Report at the time of attending the Annual General Meeting and
c) send their Queries on accounts and operations of the Company, if any, to the Company Secretary seven days in
advance of the meeting so as to enable the Management to keep the information ready at the meeting.
4. The Corporate Members are requested to send to the Registered Office of the Company, a duly certified copy of the Board
Resolution, pursuant to Section 187 of the Companies Act, 1956 authorizing their representative to attend and vote at the
Annual General Meeting.
5. In case of joint holders attending the meeting, only such joint holder who is higher in the order of name will be entitled to
vote.
6. An Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956, relating to the Special Business to be
transacted in the meeting is annexed hereto.
7. Brief details of all Directors including those proposed to be appointed or re-appointed, as stipulated under clause 49 of the
Listing Agreement with the Stock Exchanges in India, are provided in the Report of Corporate Governance, forming part
of the Annual Report.
8. Members who are holding Company’s shares in dematerialized form are required to bring details of their Depository
Account Number for identification.
9. Copies of Memorandum & Articles of Association of the Company & all other Registers and material documents referred
to in the accompanying Notice will be available for inspection by the Members at the Registered Office of the Company
on all working days, except Saturdays between 1 P.M. to 3 P.M. up to the date of the Annual General Meeting.
10. The Register of Members and Share Transfer Books will remain closed from 1st day of September, 2011 to 5th day of
September, 2011 (both days inclusive).
11. Members holding equity shares in physical form are requested to forward all application for Transfer, Demat, and all other
share related correspondence, including intimation of change of address, if any, to the Registrar and Transfer Agents of
the Company at the following address: NICHE Technologies Private Limited, D-511, Bagree Market, 71, B. R. Basu
Road, Kolkata- 700001.
Members holding equity shares in dematerialized form are requested to notify change of their address / Bank account
details with their Depository Participants.
12. Members holding Share Certificates under different folio numbers but in the same order of name are requested to apply
for consolidation of such folios and send relevant share certificates to the Registrar and Share Transfer Agents of the
Company.
13. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN)
by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit
the PAN to their Depository Participants with whom they maintain their demat accounts. Members holding shares in
physical form can submit their PAN details to the Company’s Registrar and Transfer Agent or the Company.
14. Under Section 109A of the Companies Act, 1956, shareholders are entitled to make nomination in respect of shares held
by them in physical form. Shareholders desirous of making nominations are requested to send their requests in Form
No.2B in duplicate (which will be made available on request) to M/S. NICHE Technologies Private Limited.
15. Depository System
The Company has entered into an agreement both with NSDL & CDSL; members therefore have the option of holding
and dealing in the shares of the Company in electronic form through both of the aforesaid Depositories. Further, members
whose shareholding is in the electronic mode are requested to direct change of address or any other related notifications, if
any, to their respective depository participants.
16. The Company encourages the ‘GO-GREEN’ concept, the best example, it has set in the society, is its up-coming Green
Hotel Project. We therefore, request you to update your email address with your depository participant to enable us to
send you the quarterly reports, notices of general meeting and any updates via email.
ANNEXURE TO NOTICE
As required under clause 49 VI (A) of the Listing Agreement the details in respect to the directors seeking
re-appointment at the ensuing Annual General Meeting are given below:___________________________
Name & Category of Director: Mr. Rajesh Khaitan, Independent & Non-Executive
Date of Birth: 16/02/1945
Date of Appointment: 27th November, 2008
Qualification: LLB
Expertise: wide knowledge and experience in legal matters.
Number of outside directorship held:*5
Name & Category of Director: Mr. Arvind Siotia, Independent & Non-Executive
Date of Birth: 30/08/1977
Date of Appointment: 07th February, 2011
Qualification: MBA in financial marketing.
Expertise: good knowledge about the financial marketing.
Number of outside directorship held:*Nil
Name & Category of Director: Mr. Kashinath Jhunjhunwala, Independent & Non-Executive
Date of Birth: 22/06/1952
Date of Appointment: 07th February, 2011
Qualification:
Expertise: good knowledge about the real estate businesses.
Number of outside directorship held: *Nil
Note: * Number of outside directorship held by the above mentioned directors are exclusive of the
directorship held by them in private limited companies.
EXPLANATORY STATEMENT UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956
Item No. 4
Mr. Arvind Siotia was appointed as an additional director of the Company u/s 260 of the Companies
Act, 1956, to hold office up to the date of the ensuing Annual General Meeting. In this regard the
Company has received request in writing along with requisite deposit under section 257 of the
Companies Act, 1956 from Mr. Arvind Siotia, a reputed Businessman, proposing himself for
appointment as a Director of the Company. Mr. Arvind Siotia has also filed requisite consent to act
as a Director, if appointed.
Mr. Arvind Siotia is a MBA in financial marketing from Kellogg College, North-Western
University, Chicago and also B. Sc. in Electronics & Computer Science. As part of the initiative to
create transparency in the operations of the Company and regulate the composition of Board
regarding the minimum number of independent directors, the Board of Directors of the Company, at
their meeting held on 27th May, 2011, have resolved to re-appoint Mr. Arvind Siotia as a Director of
the Company, liable to retire by rotation, subject to approval of Members in their meeting. Further
Mr. Siotia is an independent & non-executive director and does not hold any equity share in your
company.
No director, except Mr. Arvind Siotia, is deemed to be interested or concerned in this resolution.
The Board accordingly recommends the resolution as set out in Item # 4 of the Notice for approval
of the members as ordinary resolution.
Item No. 5
Mr. Kashinath Jhunjhunwala, a reputed Businessman was appointed as an Additional Non-Executive
Independent Director on the Board of the Company with effect from February 7, 2011 in terms of
Section 260 of the Companies Act, 1956 (“the Act”)
As per the terms of the Act, Mr. Kashinath Jhunjhunwala vacates his office at this Annual General
Meeting. Due notice under Section 257 of the Act has been received from Mr. Kashinath
Jhunjhunwala proposing himself as Director of the Company and has also filed his requisite consent
to act as a Director, if appointed.
As part of the initiative to create transparency in the operations of the Company and regulate the
composition of Board regarding the minimum number of independent directors, the Board of
Directors of the Company, at their meeting held on 27th May, 2011, have resolved to re-appoint Mr.
Kashinath Jhunjhunwala as a director of the Company, liable to retire by rotation, subject to
approval of Members in their meeting. Further Mr. Kashinath Jhunjhunwala is an independent &
non-executive director and does not hold any equity share in your company.
No director, except Mr. Kashinath Jhunjhunwala, is deemed to be interested or concerned in this
resolution.
The Board accordingly recommends the resolution as set out in Item 5 of the Notice for approval of
the Members.
By Order of the Board
For Saraf Infraprojects Ltd.
Date: 27th May, 2011
Place: Kolkata
Seema Sharma
Company Secretary
SARAF INFRAPROJECTS LIMITED
(FORMERELY SARAF NIRMAN & COMMERCE LIMITED)
Registered Office: 63, Rafi Ahmed Kidwai Road,
2nd Floor, Kolkata-700 016
----------DIRECTORS’ REPORT---------To the Members,
The Board of Directors hereby presents the 28th Annual Report on the business and operations of your Company
along with the audited accounts for the year ended 31st March, 2011.
FINANCIAL RESULTS
Particulars
Total Income
Profit before Depreciation, Interest and Tax
Less: Depreciation
Less: Interest
Profit/(Loss) before Tax
Less: Provision for Tax
Profit after Tax
Add: Balance brought forward from the previous year
Balance carried to Balance Sheet
Paid-up Equity Share Capital
Basic and Diluted EPS (Rs.)
2010/11
1116986
(7337659)
2792612
(4545047)
(4545047)
545574
(3999473)
46772500
(0.972)
Amount (in Rs.)
2009/10
16498
(1130707)
263452
(867253)
(867253)
1565777
698522
46772500
(0.185)
OPERATIONS:
India is one of the fastest growing tourist markets in the world owing to its splendid historical architecture, rich
heritage and ancient culture and the inherently rooted concept of hospitality is bound to make it grow stronger post
the present recessionary trend.
At present, your Company has made a recommendable progress in the construction of the Five Star Deluxe Hotel
Project at Hastings, Kolkata, in the name of ‘Radisson Blu’ in collaboration with Radisson Group of Hotels having
a built up area of 8964.795 sq. m. reckoning permissible Floor Space Ratio (FSR) of 2.75:1. The project would
consist of 114 hotel keys (average size of 31 sq.m each) and 4 no.s, suit, two specialty multi-cuisine restaurants,
one 24 hour coffee shop, one lounge/bar meeting rooms, barber shop, 24 hour secretarial services, Business centre,
health club besides swimming pool at rooftop, club/lounge etc.
Parking space proposed would be adequate to accommodate 24 no.s of cars in basement whereas open space would
be offered for parking 13 no’s of cars on ground floor.
The hotel will be spread over 12 floors including basement and ground floor. The building has been conceived to
be a Hi-Tech intelligent building of international standards with all kinds of infrastructural facilities. It has been
conceived to make a Green IT Hotel in terms of compliance with stringent specifications of US Green Building
Council (USGBC).
Soft opening of the hotel is expected at around the end of the calendar year and if no paradigm shift occurs then the
master opening shall be in the month of March, 2012.
We take the pride to introduce ourselves to be one of the Platinum rated first green buildings coming up in
Kolkata.
Other Projects:
The last decade has witnessed humongous growth in the real estate sector; the sector is contributing a major share
in the GDP of the country. This sector is almost holding the position of a leader as far as the revenue, earnings and
market capitalization is concerned. Hence your Company has been able to capitalize the opportunity by acquiring
substantial area of land at New Town, Kolkata in the vicinity of City Centre 2, Kolkata.
CREDIT RATING:
During the year under review CRISIL India, a credit rating agency has assigned “B” for the purpose of bank loan
rating. CRISIL after due consideration has assigned B Rating to us which is graded to be a stable outlook.
DIVIDEND:
As the hotel project is still under construction phase and hence no operation has started yet, your directors do not
recommend any dividend for the year.
FIXED DEPOSITS:
The Company has not accepted any deposits from the public in the period under review.
BORROWINGS:
State Bank of India, Mid Corporate Loan Administration Unit, Kolkata, has enhanced the overall limit of the
sanctioned term loan of Rs. 82.90 crores.
CHANGES IN CAPITAL STRUCTURE:
AUTHORISED SHARE CAPITAL:
During the period under review the Authorized Share Capital of your Company has been increased twice as on 20th
December, 2010 and 21st April, 2011 from Rs. 74,000,000/-(Rupees Seven Crores Forty Lakhs) divided
into7,400,000( Seven lakhs Forty Thousand) Equity Shares of Rs. 10/- each to Rs.100,000,000(Rupees Ten Crores)
divided into10,000,000/-(One Crore) Equity Shares of Rs. 10/- each and thereafter, Rs.165,000,000 (Rupees
Sixteen Crores Fifty Lakhs) divided into16,500,000/-(One Crore Sixty five Lakhs) Equity Shares of Rs. 10/- each
respectively.
PAID-UP SHARE CAPITAL:
On 19th April, 2011 Your Company allotted 3,400,000 (Thirty Four Lakhs) Equity Shares of Rs.10/- each at a
premium of Rs. 15/- per share on preferential basis. Accordingly, after the said allotment the paid-up share capital
of your company stood at Rs. 80,772,500 (Rupees Eight Crores Seven lakhs Seventy Two thousand five hundred)
divided into 8,077,250 (Eighty lakhs seventy seven thousand two hundred and fifty) Equity Shares of Rs. 10/each.
DIRECTORS:
The Board consists of executive and non-executive directors including independent directors, managing director
and whole-time director who have wide and varied experience in different disciplines of corporate functioning.
In accordance with the Companies Act, 1956 and the Articles of Association of the company, Sri Subhash Chandra
Saraf, Independent Director has tendered his resignation by Circular Resolution w.e.f. 25th October, 2010. Smt.
Prabha Devi Saraf, Director on the Board of your Company has also tendered her resignation w.e.f. 21st of January
2011. The Board places on record its appreciation for the valuable services rendered during their tenure as
Directors and for their contributions to the deliberations of the Board.
Sri Rajesh Khaitan, non-executive independent director in your board become liable to retire by rotation and being
eligible offers himself for reappointment. Your directors recommend for his reappointment.
Sri Arvind Siotia and Sri Kashinath Jhunjhunwala were appointed as Additional Directors by the board w.e.f. 7th
February, 2011 in the category of the independent director to comply with the requirement of Clause 49 of the
Listing Agreement.
Sri Raja Ram Saraf, Director of the Company was appointed as Managing Director w.e.f. 25th March 2011 for a
period of three years; therefore his tenure will expire on 24th March 2014.
Sri Abhishek Jhunjhunwala, tendered his acceptance for change in designation from whole time director to an
ordinary executive director of the company w.e.f. 01st February, 2011 as he was appointed as a whole-time director
under Independent category which is not possible as per law. The Board of Directors has considered and
recommended for his re-appointment as Whole-time Director w.e.f. 25th March 2011for a period of three years.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors, based on the
representations received from the Operating Management, hereby confirms that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there
are no material departures;
ii. it has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 as at March 31, 2011 and of the profit of the Company for that period;
iii. it has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities, to the best of its knowledge and ability; and
iv. it has prepared the annual accounts on a going concern basis.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required under section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, is given
Current Year (Rs.)
Earning:
Outgoing:
156,310 (Purchase of AC Chiller Plants)
85,867 (Purchase of Elevators)
CHANGE OF OBJECTS CLAUSE IN MEMORANDUM OF ASSOCIATION:
Your company at the meeting held on 23rd November, 2010 had inserted a new clause pursuant to section 17(1) of
the Companies Act, 1956 and other applicable provision of the act if any, and Companies (passing of the resolution
by postal ballot) Rules, 2001, in the object clause III A of the memorandum of association. A new object no 3 has
been inserted after existing clause 2 to carry on the business of hospitality, restaurant and other allied services in
and outside India.
AUDITORS:
The comments made by the Auditors in the Auditors Report are self-explanatory and therefore do not call for any
further explications.
The members are requested to re-appoint the present Statutory Auditors, V. N. Purohit & Company, Chartered
Accountants, 32B, Ganesh Chandra Avenue, 2nd Floor, Kolkata-700013, who will retire at the conclusion of the
ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The directors
recommend the re-appointment of V. N. Purohit & Company and to fix their remuneration.
M/s M. K. Poddar & Associates, Chartered Accountants, 32, Ezra Street, 3rd Floor, Room No. 358, Kolkata 700001, has been appointed as the Internal Auditor of the Company w.e.f. 1st December, 2010 for a period of 4
months after which they shall be eligible for re-appointment. Further, they have been re-appointed for a term of 1
year, April, 2011 to March, 2012. The Company authorized the Board to fix their remuneration.
CORPORATE GOVERNANCE:
Committed to good corporate governance practices, your company fully conforms to the standards set out by the
Securities & Exchange Board of India and other regulatory authorities and has implemented and complied with all
of its major stipulations. The Statutory Auditor’s Certificate dated 27th May, 2011 in accordance with Clause 49 of
the Listing Agreement and report on Corporate Governance is annexed to and forming part of the Director’s
Report.
SECRETARIAL COMPLIANCE CERTIFICATE:
As required under section 383A of the Companies Act, 1956, your Company has increased its paid-up capital
above Rs. 5 Crores (As mentioned above) in pursuance to which a whole-time Company Secretary has been
appointed w.e.f. 05th June 2010, on terms and condition as mentioned in her appointment letter. Therefore it is not
necessary for your Company to obtain any Compliance Certificate from a Practicing Company Secretary anymore.
CONSERVATION
ABSORPTION:
OF
ENERGY,
RESEARCH
AND
DEVELOPMENT
&
TECHONOLOGY
Since your Company does not own any manufacturing plant, the requirements pertaining to disclosure of
particulars relating to conservation of energy, research and development and technology absorption, as prescribed
under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not
applicable.
FUTURE OUTLOOK:
Your Company will continue to focus on enhancing growth in both the hospitality and real estate sector while
targeting to reduce its overall debt, cost optimization, process improvements and efficient management of working
capital. Fresh investments have been made in lands at Rajarhat, Kolkata and development strategies are being
chalked out for the land near Science City considering the boom in the Real Estate sector.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company have been in receipt of remuneration exceeding the amounts as envisaged
under Section 217(2A) of the companies Act, 1956 read with Companies (Particulars of employees) rules, 1975 as
amended.
LISTING PARTICULARS:
The Company’s shares are listed with the Calcutta Stock Exchange Association Ltd., 7, Lyons Range, Kolkata700001 and the annual Listing fees for 2010-2011 has been paid in time.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has made significant investments in community welfare initiatives including the under privileged
through education, training, health, environment etc. The employees of the Company also participated in many
such initiatives.
APPRECIATION:
The Board acknowledges with gratitude the co-operation and assistance received from investors, customers,
business associates, bankers, vendors, as well as regulatory and governmental authorities. The Board wishes to
place on record its appreciation to the contribution made by employees of the Company during the year under
review. Your directors are thankful to the shareholders for their continued patronage.
Place: Kolkata
Date: 27th May, 2011
On behalf of the Board
Raja Ram Saraf
Managing Director
Niket Saraf
Director
1
SARAF INFRAPROJECTS LIMITED
Registered Office: 63, Rafi Ahmed Kidwai Road
2nd Floor, Kolkata-700016
ANNEXURE TO DIRECTORS’ REPORT
CORPORATE GOVERNANCE REPORT
(As required under Clause 49 of the Listing Agreements entered into with the Stock Exchange)
As the Company is part of the Calcutta Stock index, in terms of Clause 49 of the Listing Agreement of
the Stock Exchange, the Compliance Report on Corporate Governance (in the prescribed format), along
with the Certificate of Statutory Auditors (Annexure ‘A’) is given as under:
A. COMPLIANCE OF MANDATORY REQUIREMENTS
1. Company’s Philosophy on Corporate Governance:
Corporate Governance is based on the principles of integrity, fairness, equity, transparency,
accountability and commitment to values. Good governance practices stem from the quality and
mindset of the organization. Companies stand to gain by adopting systems that bolster the stakeholders'
trust through transparency, accountability and fairness. With increasing interdependence and free trade
among countries and citizens across the globe, good Corporate Governance should be followed by
every company to distinguish itself.
Keeping the above in mind, your Company has also committed itself to the philosophy of good
Corporate Governance in all its dealings, utmost integrity in its conduct and in compliance with the
highest standards of corporate values and ethics. Your Company considers Corporate Governance as a
continuous journey to provide a congenial environment to harmonize the goals of maximizing the
stakeholders' value and maintaining a customer-centric focus in all its dealings with the outside world,
besides keeping important segments of the society adequately informed
It has been the endeavor of “The Saraf” group to give fair and equitable treatment to all its stakeholders,
including employees, customers and shareholders. The Code of Conduct for Directors and Senior
Managers adopted by the Board of Directors in terms of the Clause 49 of the Listing Agreement shall
further enhance the standards of Corporate Governance in the Company.
2. Board of Directors
a. Composition: The Board has optimum combination of executive, non-executive and
independent directors. As on March, 2011 Board comprised the following
The Board has at present strength of 6 (six) directors comprising all Non-Executive Directors
Name
Category
Mr. Raja Ram Saraf
(Appointed
Managing Director
Executive
No. of
Board
Meetings
attended
during
2010-11
11
No. of other
directorship
held excluding
Private
Companies
Committees
as Chairman
excluding
Private
Companies
No. of
Committee
Membership
2
-
3
2
w.e.f 25.03.2011)
Mrs. Prabha Devi
Saraf
(Resigned
w.e.f
21.01.2011)
Mr.Abhishek
Jhunjhunwala
(Appointed
as
Whole-time
Director
w.e.f
25.03.2011)
Mr.
Subhash
Chandra Saraf
(Resigned
w.e.f
25.10.2010)
Mr. Rajesh Khaitan
Mr. Niket Saraf
Mr. Arvind Siotia
Mr.
Kashinath
Jhunjhunwala
NonExecutive
7
-
-
-
Executive
10
1
1
2
NonExecutive &
Independent
2
1
-
-
NonExecutive &
Independent
NonExecutive
NonExecutive
NonExecutive
8
5
1
4
11
1
-
-
2
2
-
2
3
3
1
b. Attendance of Directors at the Board Meeting held during the Financial Year 2010-2011 &
Last AGM
Directors
Mr. Raja Ram Saraf
Mrs. Prabha Devi Saraf
Mr. Abhishek Jhunjhunwala
Mr. Subhash Chandra Saraf
Mr. Rajesh Khaitan
Mr. Niket Saraf
Mr. Arvind Siotia
Mr. Kashinath Jhunjhunwala
No. of Board Meetings
held
11
11
11
11
11
11
11
11
No. of Board Meetings
attended
11
7
10
2
9
11
4
4
Attended last AGM
Yes
Yes
Yes
Yes
Yes
Yes
-
c. The details of pecuniary relationship/ transaction with any of the Directors during the year
Business
Amount paid
relation with the during the year
Company
Mr. Raja Ram Saraf
Managing
Executive
Sitting Fees- NIL
Director, Husband Director
Salary- NIL
of Mrs. Prabha
Commission- NIL
Devi Saraf
Mrs. Prabha Devi Saraf
Wife of Mr. Raja Promoter/ Non- Sitting Fees- NIL
(Resigned
w.e.f Ram Saraf
Executive
Salary- NIL
21.01.2011)
Director
Commission- NIL
Mr.Abhishek Jhunjhunwala Whole-time
Executive
Sitting Fees-NIL
Directors
Relationship
Service
Contract,
if any
Yes
No
Yes
3
Director
Mr. Subhash Chandra Saraf
(Resigned
w.e.f
25.10.2010)
Mr. Rajesh Khaitan
Director
Salary- 6Lakh p.a.
Commission- NIL
Sitting Fees-NIL
Salary- NIL
Commission- NIL
Sitting Fees-NIL
Salary- NIL
Commission- NIL
Sitting Fees- NIL
Salary- NIL
Commission- NIL
Non- Executive- Independent
No
Independent
Director
Director
Non- Executive- Independent
No
Independent
Director
Director
Mr. Niket Saraf
Son of Mr. Raja Non-Executive
No
Ram Saraf and Director
Mrs. Prabha Devi
Saraf
Mr. Arvind Siotia
Non-Executive
Independent
Sitting Fees- NIL
No
Independent
Director
Salary- NIL
Director
Commission- NIL
Mr.
Kashinath NonExecutive Independent
Sitting Fees- NIL
No
Jhunjhunwala
Independent
Director
Salary- NIL
Director
Commission- NIL
d. Committees of the Board:
In compliance with clause 49 of the Listing Agreement, the Board of Directors has constituted
three committees of the Board.
A. Audit Committee:
The Audit Committee was re-constituted this year on 10th February, 2011 to rectify the incorrect
composition/organization of the Committee.
(i) Powers of the Audit Committee:
a) To investigate any activity within its terms of reference.
b) To seek information from employees.
c) To obtain outside legal or other professional advice.
(ii)Role of Audit Committee:
The Audit Committee has been mandated with the terms of reference laid down by the Board and it
includes the following:
a. Overseeing the Company’s financial reporting process and disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible.
b. Recommending to the Board the appointment and removal of the external auditor, fixation of
audit fee and approval for payment of fees for any other services rendered by the Auditors.
c. Reviewing with management the annual financial statements before submission to the Board,
focusing primarily on:• Any changes in accounting policies and practices.
• Major accounting entries based on exercise of judgment by management.
• Qualifications in draft audit report.
• Significant adjustments arising out of audit.
• The going concern assumption.
• Compliance with stock exchange and legal requirements concerning financial statements.
• Disclosure of any related party transactions.
d. Reviewing with the management, the quarterly financial statements before submission to the
Board for approval.
e. Reviewing with the management, auditors the adequacy of internal control systems.
f. Discussions on any significant findings and follow up thereon.
4
g. Reviewing the findings of any internal investigations into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board.
h. Discussions with external auditors before the audit commences on nature and scope of audit as
well as have post audit discussion to ascertain any area of concern.
i. Reviewing the Company’s financial and risk management policies.
j. To look into the reasons for substantial defaults in the payment to the shareholders and creditors.
(iii)
S. No.
1.
2.
3.
4.
The audit committee constituted by the Board consists of the following Directors:
Name of Director
Mr. Arvind Siotia
Mr. Raja Ram Saraf
Mr. Rajesh Khaitan
Mr. Kashinath Jhunjhunwala
Position in the Committee
Chairman
Member
Member
Member
(iv) Internal Control
The Company has a proper and adequate system of internal control commensurate with the size and
nature of its business. The Internal control system is integral part of the Company’s Corporate
Governance. Some key features of the internal control system comprise:
• Adequate documentation of policies, guidelines, authorities and approval procedures covering all
the important functions of the Company.
• Ensuring complete compliance with laws, regulations, standards and internal procedures and
systems.
• De-risking the Company’s assets / resources from any loss, attrition and deterioration.
• Ensuring the integrity of the accounting system; the proper and authorized recording and reporting
of all transactions.
• Preparation and monitoring of annual budgets for all operating and service functions.
• Ensuring a reliability of all financial and operational information.
• Audit Committee comprising of Independent Directors. The Audit Committee regularly reviews
audit plans, significant audit findings, adequacy of internal controls, compliance with Accounting
Standards, etc.
B. Investors’ Grievance Committee:
(i) The Company has “Investors’ Grievance Committee” headed by Mr. Rajesh Khaitan to specifically
look into redressing Shareholders and Investors’ complaints. Investors’ Grievance Committee
comprises two Directors and Ms. Seema Sharma is the Secretary and Compliance Officer to the
Committee.
Sl. No.
Name of Director
Position in the Committee
1.
Mr. Rajesh Khaitan
Chairman
2.
Mr. Abhishek Jhunjhunwala
Member
(ii)
No. of shareholder’s complaints received during the year: 0
(iii)
No. of Complaints not solved to the satisfaction of the Shareholders: NIL
(iv)
No. of pending Share Transfers: NIL
C. Share Transfer Committee:
5
The Share Transfer Committee has been dissolved as it was not a mandatory requirement under the
clause 49 of the Listing Agreement and there being a Registrar & Share Transfer Agent of the
Company, the report of share transfer is adopted in Nomination & Remuneration Committee as per
requirement.
e. Details of General Body Meetings:
Location, place and time, where last two AGMs were held:
FINANCIAL YEAR
2009-10
2008-09
LOCATION
Registered Office
Registered Office
DATE
30/09/2010
29/09/2009
TIME
11:00 A. M.
11:00 A. M.
Postal Ballot was put through during the year 2010-11 for the alteration in the Object Clause of the
Memorandum of Association of the Company.
No Special Resolution was passed in the previous 3 AGMs.
f. Means of Communication:
1. The Company has been disclosing corporate financial performance i.e., quarterly, half-yearly and
annual audited financial results well within the stipulated period to the Calcutta Stock Exchange
after they are approved by the Board.
2. During the year under review, the financial results have been published in “The Echo of India”,
English and “Aarthik Lipi”, Bengali edition.
3. All information about the Company can be obtained from its website, www.sarafindia.net.and any
secretarial queries can be put to [email protected].
(i)
(ii)
(iii)
g. General Shareholders’ Information:
The Next Annual General Meeting of the Company will be held on Monday, 5th September
2011 at 11:00 A. M. at its Registered Office situated at 63, Rafi Ahmed Kidwai Road, 2nd
Floor, Kolkata-700016.
Financial Year: 1st April, 2010 to 31st March, 2011.
Financial Calendar (tentative) for year 2011-12:
Purpose
Un-audited Financial Results for the quarter ended 30th June, 2011
Un-audited Financial Results for the quarter ended 30th September, 2011
Un-audited Financial Results for the quarter ended 30th December, 2011
Last quarter Financial Results/ year end Audited Results
Annual General Meeting for the year ended 31st March, 2012
(iv)
(v)
(vi)
Board Meetings
1st week of August, 2011
1st week of November,
2011
1st week of February, 2012
4th week of May, 2012
End of September, 2012.
Next Date of Book Closure: 30th day of August, 2011 to 5th day of September, 2011 (both days
inclusive)
No dividend recommended.
Depository Connectivity: National Securities Depository Limited (NSDL), Trade World, 4th
Floor, Kamala Mills Compound, Lower Parel, Mumbai-400013 and Central Depository
Services (India) Limited, 28th Floor, P J Towers, Dalal Street Fort, Mumbai- 400 023.
6
(vii)
(viii)
(ix)
Listing of Shares in Stock Exchange:
The Company’s shares are listed with the Calcutta Stock Exchange Association Ltd., situated at
7, Lyons Range, Kolkata-700001; Stock Exchange Code - 04; ISIN No. INE051D01019 and
the annual listing fees for 2010-2011 have been paid in time.
Market price data are not available in the quoted price.
Registrar & Share Transfer Agent:
M/s. NICHE Technologies Private limited, D-511, Bagri Market, 71, B. R. B. Basu Road,
Kolkata- 700 001, Tel. No.: 033-2235/7270/7271/3070, Fax No.: 033-2215-6823, E-mail:
[email protected] has been appointed as the Registrar & Share Transfer Agent of
the Company for both physical and dematerialized segments. Any assistance regarding share
transfers and transmissions, change of address, duplicate/ missing share certificates,
consolidation of old share certificates, demat or any other matters and for redressal of all shares
related complaints and grievances, please write to or contact the Registrar & Share Transfer
Agent at the aforesaid address.
(x)
Share Transfer System:
The Members of Share Transfer Committee meets as and when required on receipt on
application for share transfer for approving the share transfers and for other related activities.
The average time taken for processing the share transfers including dispatch of share
certificates is about 30 days.
(xi)
Distribution of Share Holding as at 31st March, 2011
(a) On the basis of shares held:
Number
Shares
of Number
of %age with respect Number
of %age
with
respect to No. of
Shareholders
to
No.
of Shares held
Shareholders
shares held
Upto 500
24
51.06
4,400
0.054
501-1000
0
0
0
0
1001-2000
0
0
0
0
2001-10000
8
17.02
32,900
0.407
10001-50000
1
2.12
30,000
0.371
50001-100000
0
0
0
0
100001 and above
14
29.78
8,009,950
99.17
Total
47
100.000
80,77,250
100.000
(b) On the basis of category:
Category
A.
Promoters Holding:
1.
Indian Promoters
a.
Individual/ HUF
b.
Bodies Corporate
2.
Foreign Promoters
B.
Public Shareholding:
1.
Institutions
2.
Non-institutions
a.
Bodies Corporate
b.
Individuals
Total
No. of Shareholders
No. of Shares Held
% of shareholding
5
3
0
27,94,950
2,705,000
0
34.603
33.489
0
0
0
0
39
0
47
25,77,300
0
80,77,250
31.908
0
100.000
7
(xii)
(xiii)
(xiv)
(xv)
(xvi)
Plant Location: Not applicable
Outstanding GDR/ ADR/ Warrants, etc: There are no convertible instruments issued, which
could increase the paid up equity value of the Company.
Address of Correspondence: 63, Rafi Ahmed Kidwai Road, 2nd Floor, Kolkata-700016.
Queries: Any query on financial Statements, Company’s performance etc. may be sent to
[email protected] or addressed to the Company.
Auditors Report on Corporate Governance of Company: Auditors’ Certificate regarding
compliance of Corporate Governance under clause 49 of the Listing Agreement obtained from
a Practicing Chartered Accountant has been attached herewith.
Place: Kolkata
Date: 27th May, 2011
On behalf of the Board
Sd/Raja Ram Saraf
Managing Director
Sd/Niket Saraf
Director
CEO/ CFO Certification
The Board of Directors
Saraf Infraprojects Limited
63, Rafi Ahmed Kidwai Road,
Kolkata- 700016.
Ref: Financial Statements for the financial year 2010-11 Certification by Director
I, Abhishek Jhunjhunwala, Whole-time Director of Saraf Infraprojects Limited, on the basis of
review of the financial statements and the cash flow statement for the year ended 31st March,
2011 and to the best of my knowledge and belief, hereby certify that:1. These statements do not contain any materially untrue statements or omit any material fact
or contain statements that might be misleading.
2. These statements together present a true and fair view of the company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
3. There are, to the best of my knowledge and belief, no transactions entered into by the
company during the year ended 31st March, 2011 which are fraudulent, illegal or violative of
the company’s Code of Conduct.
4. I accept responsibility for establishing and maintaining internal controls for the financial
reporting, I have disclosed to the auditor, the deficiencies in the designs or operations of
such internal controls of which I was aware and the steps have been taken or propose to
take to rectify these deficiencies.
5. I have indicated to Auditor:a) There have been no significant changes in internal control over financial reporting during
this period.
b) There have been no significant changes in accounting policies during this period.
c) There have been no instances of significant fraud of which I have become aware and the
involvement therein, of management or an employee having significant role in the
company’s internal control systems over financial reporting.
Place: Kolkata
Date: 27/05/2011
Abhishek Jhunjhunwala
Whole-time Director
REPORT OF AUDIT COMMITTEE
We, the members of the Audit Committee, are pleased to present the report of the Committee for
the Financial Year, 2010-2011 as under:
The Committee presently has strength of 3 Independent Directors and one Executive Director. The scope
of reference and powers of the Audit Committee are continued to be governed by the requisite laws and
acts. The composition, attendance and terms of reference of the Committee are given in the report of
compliance with Clause 49 of the Listing Agreement of the Stock Exchange.
During the financial year, the Committee met six times and reviewed the following:
1. Quarterly/annual financial statements with particular reference to the requirements of Clause 41
and 49 of Listing Agreement of Stock Exchanges, section 217 (2AA) and 292A of the Companies
Act, 1956 and Audit Charter of the Company.
2. Internal Control Systems
3. Internal Audit Report.
4. Re-constitution of the Audit Committee.
5. Appointment and remuneration of Statutory Auditors.
6. Related Party transactions
7. Other relevant matters
Kolkata
For and on behalf of the Audit Committee
Date: 27.05.2011
Arvind Siotia
Chairman
AUDITOR’S REPORT TO THE MEMBERS OF THE
SARAF INFRAPROJECTS LIMITED
(Formerly Known as SARAF NIRMAN & COMMERCE LIMITED)
The Members of SARAF INFRAPROJECTS LIMITED
1.
We have audited the attached Balance Sheet of M/S. SARAF INFRAPROJECTS LIMITED (Formerly known as SARAF NIRMAN & COMMERCE
LIMITED) as at 31st March, 2011, and the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These
financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our
audit.
2.
We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provided a reasonable basis for
our opinion.
3.
As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of
the Companies Act 1956, (the Act) we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order in so far as the
same are applicable on the facts and under the circumstances of the Company.
4.
Further to our comments in the Annexure referred to above, we report that:
(i)
We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of
our audit.
(ii)
In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of
those books.
(iii)
The Balance Sheet, and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of
accounts.
(iv)
In our opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of section 211 of the Act.
(v)
On the basis of written representation received from the directors, as on 31st March, 2011 and taken on record by the Board of Directors,
we report that none of the directors of the Company are disqualified as on 31st March, 2011 from being appointed as a director in terms of
clause (g) of sub-section (1) of section 274 of the Act.
(vi)
In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the
Notes on Account appearing in the Schedule 16 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 at 31st March, 2011;
(ii)
In the case of the Profit and Loss Account, of the Loss for the year ended on that date; and
(iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
For V. N. PUROHIT & CO.
Chartered Accountants
Firm’s Registration No. 304040E
Place: 32B, Ganesh Chandra Avenue,
Kolkata – 700 013
Date: The 27th day of May, 2011.
(HARSH VARDHAN BHARDWAJ)
Partner
Membership No. 067993
SARAF INFRAPROJECTS LIMITED
(Formerly known as SARAF NIRMAN & COMMERCE LIMITED)
ANNEXURE
(Referred to in paragraph (3) of our report of even date on Balance Sheet as at
31st March, 2011 and Profit & Loss Account for the year ended on that date.)
The Annexure referred to in the paragraph 3 of the Auditors’ Report to the members of SARAF INFRAPROJECTS LIMITED (The Company) for the
year ended 31st March 2011.
1.
2.
a)
b)
Fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such
verification.
c)
According to the information and explanation given to us, there was no material disposal of fixed assets during the year, which would affect
the going concern status of the Company.
Clause (ii) of the order is not applicable in case of this Company.
3.
4.
5.
The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.
a)
The Company has not granted any loan, secured or unsecured to Companies, firm and other parties listed in the register maintained under
section 301 of the Act.
b)
The company has taken unsecured loans from four party covered in the register maintained under section 301 of the Act. It has also
taken loans from two of its directors. Maximum amount outstanding and yearend balance of such loan were Rs. 19.724 crores (P.Y.
Rs. 4.80 crores) and Rs.9.01 crores (P.Y. 2.88 crores) respectively. Further the company has given unsecured loan & advances to 7
parties covered under section 301. The maximum outstanding amount is Rs. 2.93 crore and the yearend balance is Rs. 1.77 crore.
c)
In our opinion, the rate of interest and other terms and conditions on which loans have been taken by the Company are not prima facie
prejudicial to the interest of the Company considering the period of such loan.
d)
The party has repaid the principal amounts as stipulated and has been regular in the payment of interest.
In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the
size of the Company and the nature of its business for the purchase of fixed assets and for the sale of goods and services. During the course of our
audit, no major weakness has been noticed in the internal control system, nor have we been informed of any such instance.
a)
Based on the audit procedure applied by us and according to the information and explanation provided by the management, we are of the
opinion that transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1961 have been so
entered.
b)
In our opinion and according to the information and explanation given to us, the transaction made in pursuance of contracts and
arrangements entered into the register in pursuance of Section 301 of the Companies Act, 1961 and exceeding the value of rupees five
lakhs 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.
Contd…
V N PUROHIT & CO.
Continuation Sheet No. 2
Chartered Accountants
6.
In our opinion and as per explanations given to us loans received and repaid during the year are not deposits as defined in Rule 2(b) of the
Companies (Acceptance of Deposits) Rules, 1975 and hence relevant provisions of Section 58A and 58AA and Rules made there under as above are
not applicable in case of the Company.
7.
The Company has an internal audit system commensurate with the size of the Company and the nature of its business.
8.
Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act in the case of this
Company.
9.
a)
According to the information and explanation 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, investor
education and protection fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, customs duty and any other
statutory dues applicable to it with the appropriate authorities. There are no dues outstanding statutory dues as at the last day of the
financial year concerned for a period of more than six months.
b)
According to information and explanation given to us, there is no disputed amount payable in respect of income tax, wealth tax, sales tax,
customs duty, excise duty and cess.
10.
The Company has no accumulated losses at the end of the financial year. The Company has incurred any cash loss during the financial year covered
by our audit and in the immediately preceding financial year.
11.
According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in
repayment of dues of a bank or financial institution.
12.
According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted
loans and advances on the basis of security by way of pledge of shares, debentures and other securities.
13.
The provision of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company.
14.
The Company has not dealt / traded in securities or debenture during the year. In our opinion and according to the information and explanations given
to us, proper records have been maintained relating to investments and timely entries have been made therein. The shares and other investments
have been held by the Company, in its own name.
15.
According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial
institutions.
16.
The Company has taken Term Loans from Banks and the same have been applied for the purpose for which it has been obtained.
17.
On the basis of information and explanation received from the management and based on our examination of the balance sheet of the Company as at
31st March, 2011. We find that the funds raised on a short-term basis have not been used for long-term investment.
18.
The Company is in the process of preferential allotment of shares and has received Rs. 121500000 .00 during the year as Share Application Money.
19.
There are no debentures outstanding at the end of the year.
20.
The Company has raised Rs. Nil by issue of its Shares during the year.
21.
Based on information and explanations furnished by the management there is no reported fraud committed during the year.
For V. N. PUROHIT & CO.
Chartered Accountants
Firm’s Registration No. 304040E
Place : 32B, Ganesh Chandra Avenue,
Kolkata-700 013.
Dated : The 27th day of May, 2011.
( HARSH VARDHAN BHARDWAJ )
PARTNER
Membership No.067993
SARAF INFRAPROJECTS LIMITED
(Formerly known as SARAF NIRMAN & COMMERCE LIMITED)
BALANCE SHEET AS AT 31ST MARCH 2011
Amount In Rs.
Sch. No.
As at 31st March,
2011
As at 31st March,
2010
SOURCES OF FUND
Shareholders Fund
Share Capital
Resesrve & Surplus
01
02
46,772,500.00
238,564,177.84
285,336,677.84
46,772,500.00
243,262,172.84
290,034,672.84
Loan Fund
Secured Loans
Unsecured Loans
03
04
274,674,936.46
107,646,777.75
382,321,714.21
134,150,857.82
99,547,625.75
233,698,483.57
667,658,392.05
523,733,156.41
322,230,237.50
3,145,492.92
319,084,744.58
336,171,365.11
655,256,109.69
267,973,995.50
103,686.00
267,870,309.50
151,467,963.84
419,338,273.34
TOTAL
APPLICATION OF FUND
Fixed Assets
Gross Block
Less: Depreciation
Net Block
Capital Work in Progress
Total Fixed Assets
05
Investments
06
5,480,106.25
6,908,166.25
Current Assets, Loans & Advances
Sundry Debtors
Cash & Bank Balance
Loans & Advances
07
08
09
1,966,000.00
3,879,384.72
150,034,359.89
155,879,744.61
4,771,193.37
95,028,667.25
99,799,860.62
10
11
161,363,425.51
103,844.00
(5,587,524.90)
5,947,386.06
16,545.00
93,835,929.56
12
12,509,701.01
3,650,787.26
667,658,392.05
523,733,156.41
Less : Current Liabilities & Provisions
Current Liabilities
Provisions
Net Current Asset
Miscellaneous Expenditure
(To the extent not written off or adjusted)
TOTAL
Significant Accounting Policies & Notes to the Accounts
16
The schedules referred to above form an Integral part of the Balance Sheet.
In Term of report of even date annexed
For and on behalf of
V. N. PUROHIT & CO.
Chartered Accountants
Firm’s Registration No. 304040E
( HARSH VARDHAN BHARDWAJ )
Partner
Membership No. 067993
32B, Ganesh Chandra Avenue,
Kolkata - 700 013
Dated, the 27th day of May, 2011
For and on behalf of the Board of Directors
Raja Ram Saraf
Managing Director
Niket Saraf
Director
Seema Sharma
Company Secretary
SARAF INFRAPROJECTS LIMITED
(Formerly known as SARAF NIRMAN & COMMERCE LIMITED)
PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011
Sch.
No.
INCOME:
Foreign Exchange Gain
Profit on sale of Investments
Other Income
EXPENDITURE:
Administrative & Other Expenses
Depreciation
Amount In Rs.
For the Year
ended 31st
March, 2010
156,310.00
887,940.00
72,735.84
1,116,985.84
16,498.00
16,498.00
2,869,420.92
2,792,611.92
5,662,032.84
620,300.68
263,452.00
883,752.68
(4,545,047.00)
(4,545,047.00)
96,247.00
249,195.00
(4,697,995.00)
698,522.32
2,097,621.52
(1,901,851.16)
(867,254.68)
(867,254.68)
(867,254.68)
1,565,777.00
2,097,621.52
2,796,143.84
(0.97)
(0.19)
13
14
Profit/(Loss) Before Tax
Less: Tax Expenses
Profit/(Loss) After Tax
Add: Prior Period Interest on FD
Less: Prior Period Depreciation
Profit/(Loss) After Tax & Prior period adjustment
Add: Profit Brought Forward from Previous Year
Add; Transfer From Amalgamating Companies
Profit/Loss carried forward to Balance Sheet
Earning per share (Re.) (Basic & Diluted)
Significant Accounting Policies & Notes to the Accounts
For the Year
ended 31st
March, 2011
15
16
The schedules referred to above form an Integral part of the Balance Sheet.
In Term of report of even date annexed
For and on behalf of
V. N. PUROHIT & CO.
Chartered Accountants
( HARSH VARDHAN BHARDWAJ )
Partner
Membership No. 067993
Firm’s Registration No. 304040E
32B, Ganesh Chandra Avenue,
Kolkata - 700 013
Dated, the 27th day of May, 2011
For and on behalf of the Board of Directors
Raja Ram Saraf
Managing Director
Niket Saraf
Director
Seema Sharma
Company Secretary
SARAF INFRAPROJECTS LIMITED
(Formerly known as SARAF NIRMAN & COMMERCE LIMITED)
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011
Particulars
A. CASH FLOW FROM OPERATING ACTIVITIES
Net profit before taxation and extraordinary item
Add:
Depreciation
Loss on sale of car
Foreign Exchange Loss
Preliminary expenses written off
Less:
Foreign Exchange Gain
Interest Income
Sundry Balances written off
Profit on sale of Investments
Operating profit before working capital
Increase in Current Liabilities
Net cash from operating activities
B. CASH FLOW FROM INVESTING ACTIVITIES
Cash proceeds from Sale of Investments
Provision
Sale of Car
Capitalised Interest considered as financing Cash outflow
Sundry Balances written off
Increase in Current liability in relation to capital work-in progress
Purchase of Fixed Assets
Increase in Capital work-in progress
Increase in Advances for capital work-in progress
Increase in Miscellaneous Expenditure in relation to work in progress
Net cash from investing activities
C. CASH FLOW FROM FINANCING ACTIVITIES
Share application money raised
Net Increase in Loan
Interest Income
Interest Expense
Net cash from financing activities
D. CHANGE IN CASH BEFORE FOREIGN EXCHANGE FLUCTUATION
Net Foreign Exchange Gain
E. NET INCREASE IN CASH & CASH EQUIVALENT
F. CASH & CASH EQUIVALENT AT THE BEGINNING OF THE YEAR
G. CASH & CASH EQUIVALENT AT THE END OF THE YEAR
As at 31st March
2011
Amount in Rs.
As at 31st March
2010
(4,545,047.00)
(867,254.68)
2,792,611.92
134,000.00
38,704.00
(1,579,731.08)
263,452.00
71,090.00
19,352.00
(513,360.68)
(156,310.00)
(71,184.00)
(1,551.84)
(887,940.00)
(2,696,716.92)
7,882.00
(2,688,834.92)
(16,498.00)
(529,858.68)
(529,858.68)
350,000.00
87,299.00
41,884,858.11
1,551.84
35,321,980.24
(54,256,242.00)
(184,703,401.27)
(55,005,692.64)
(8,897,617.75)
(225,217,264.47)
650,000.00
13,811,483.92
16,498.00
(3,057,656.24)
(7,737,663.00)
(77,193,835.84)
(91,319,596.25)
(3,612,083.26)
(168,442,852.67)
121,500,000.00
148,623,230.64
167,431.00
(41,884,858.11)
228,405,803.53
499,704.14
22,310.00
522,014.14
2,961,056.07
3,483,070.21
181,145,552.82
(13,811,483.92)
167,334,068.90
(1,638,642.45)
(1,638,642.45)
4,599,698.52
2,961,056.07
Cash flow statement is prepared under indirect method as per the requirement of AS 3 issued by the ICAI.
For and on behalf of
V. N. PUROHIT & CO.
Chartered Accountants
( HARSH VARDHAN BHARDWAJ )
Partner
Membership No. 067993
Firm’s Registration No. 304040E
32B, Ganesh Chandra Avenue,
Kolkata - 700 013
Dated, the 27th day of May, 2011
For and on behalf of the Board of Directors
Raja Ram Saraf
Managing Director
Niket Saraf
Director
Seema Sharma
Company Secretary
SARAF INFRAPROJECTS LIMITED
(Formerly known as SARAF NIRMAN & COMMERCE LIMITED)
SCHEDULE TO THE BALANCE SHEET AS AT 31ST MARCH, 2011
Sch
No.
01
SHARE CAPITAL:
Authorized 10,000,000 (P.Y. 7,400,000) Equity Share of Rs.10/- each
Issued Subscribed & Paid Up 4,677,250 (P.Y. 4,677,250 Equity Share) Equity Share of Rs.10/- each fully
paid up, out of which 3,117,250 shares were issued other than cash
02
RESERVE & SURPLUS:
Revaluation Reserve
Opening Balance
Share Premium Account
Opening Balance
Profit & Loss Account
03
06
UNSECURED LOANS:
Short Term Loan and Advances
(From Body corporate other than Bank)
Other loans and Advances
From Directors
From Others
INVESTMENTS:
(Long Term Trade Investment)
(i)
In fully Paid-up Equity Share (At cost)
Quoted
I.F.G.L Refractories Ltd.
(Market value of Quoted shares are Rs.30550/- )
(ii)
Amount In Rs.
As at 31st March,
2010
100,000,000.00
74,000,000.00
46,772,500.00
46,772,500.00
46,772,500.00
46,772,500.00
229,283,529.00
229,283,529.00
11,182,500.00
(1,901,851.16)
SECURED LOANS:
From Bank
Term Loan
Letter of Credit
(Term Loan & LC are secured against specific charge on Land and all other
fixed assets created out of Bank finance of upcoming Hotel Radisson Blu,Hastings
Kolkata and by personal guarantee of two Directors)
Motor Vehicle Loan
(Secured against specific charge on vehicle)
04
As at 31st March,
2011
11,182,500.00
2,796,143.84
238,564,177.84
243,262,172.84
215,266,328.56
54,742,740.00
129,981,138.00
-
4,665,867.90
4,169,719.82
274,674,936.46
134,150,857.82
17,541,609.00
22,697,507.00
1,308,999.75
88,796,169.00
107,646,777.75
28,800,966.75
48,049,152.00
99,547,625.75
10,000.00
10,000.00
3,000,700.00
3,000,700.00
1,000.00
1,000.00
Face Value
(Rs.)
10
Quantity
(No.)
1,000
(P.Y. 1,000)
Unquoted
SPS Steel Rolling Mills Ltd.
10
1,500,350
(P.Y.1,500,350 )
Consolidated Fibres & Chemicals Ltd
10
100
(P.Y. 100)
SPS Metal Cast & Alloys Ltd
10
0
(P.Y. 386,000)
Overseas Scrap Trading Co. (P) Ltd.
10
28,000
(P.Y. 28,000)
307,430.00
307,430.00
Rankini Commodities Pvt. Ltd.
10
40,000
(P.Y. 40,000)
2,000,000.00
2,000,000.00
5,319,130.00
170,406.25
5,489,536.25
9,430.00
5,480,106.25
6,747,190.00
170,406.25
6,917,596.25
9,430.00
6,908,166.25
Investment in Silver Utensils (At cost)
Total
Less : Provision for diminution in value (b/f from previous year)
-
1,428,060.00
Contd…
SARAF INFRAPROJECTS LIMITED
(Formerly known as SARAF NIRMAN & COMMERCE LIMITED)
SCHEDULE TO THE BALANCE SHEET AS AT 31ST MARCH, 2011
Sch
No.
07
08
09
10
11
12
As at 31st March,
2011
SUNDRY DEBTORS:
(Considered good)
Outstanding for more than six months
Other debts
CASH & BANK BALANCES:
Cash in Hand
(As per cash book and certified by the Management )
Cash at Bank
Balance with Scheduled Banks
in Current Account
in Fixed Deposit Account
LOANS & ADVANCES:
(Unsecured considered good)
(Recoverable in Cash or in kind or for value to be received)
i) Income Tax deducted at Source
ii) Advances for Capital WIP
iii) Advance against Land
iv) Other Advances
v) Deposit
vi) Prepaid Expenses
CURRENT LIABILITIES:
Sundry Creditors for Expenses
Sundry Creditors for Capital WIP
Advance against Sale
Share Application Money (Pending for Allotment)
Duties & Taxes
Credit Bank Balance (Due to reconciliation)
PROVISIONS:
For Outstanding Expenses
MISCELLANEOUS EXPENDITURE:
Preoperative expenses for Hotel Radisson
Preoperative expenses for Other Project
Preliminary Expenses
1,966,000.00
1,966,000.00
Amount In Rs.
As at 31st March,
2010
-
1,028,322.87
3,744,683.37
172,752.85
2,678,309.00
3,879,384.72
26,510.00
1,000,000.00
4,771,193.37
199,007.00
45,986,912.65
90,609,139.15
12,917,298.09
40,000.00
282,003.00
150,034,359.89
166,508.00
37,935,230.00
46,058,769.25
9,808,160.00
1,060,000.00
95,028,667.25
7,882.00
1,696,901.50
36,029,000.00
121,500,000.00
1,733,327.50
396,314.51
161,363,425.51
1,272,277.76
1,029,000.00
1,835,971.00
1,810,137.30
5,947,386.06
103,844.00
103,844.00
16,545.00
16,545.00
12,488,475.12
21,225.89
12,509,701.01
3,612,083.26
38,704.00
3,650,787.26
Contd…
SARAF INFRAPROJECTS LIMITED
(Formerly known as SARAF NIRMAN & COMMERCE LIMITED)
SCHEDULE FORMING PART OF PROFIT & LOSS ACCOUNT FOR THE
YEAR ENDED 31ST MARCH, 2011
Amount In Rs.
Sch
No.
13
14
15
For the year ended For the year ended
31st March, 2011
31st March, 2010
OTHER INCOME:
Excess Provision Written Back
Sundry Balances written off
Interest on FD
ADMINISTRATIVE & OTHER EXPENSES:
Accounting Charges
Advertisement
Annual Custody Fees
Payment To Auditor
Audit Fee
Other Capacity
Car Expense
Donation
Electricity Expenses
Filing Fees
Foreign Exchange Loss
General Expenses
Interest on TDS
Internal Audit Fees
Listing Fees
Loss on sale of car
Office Maintenance Expenses
Postage, Telegram, Telephone & Internet
Preliminary Expenses Written Off
Printing & Stationery
Professional Fees
Rent, Rates & Taxes
Salaries & Bonus
Security Expenses
Travelling & Conveyance
VAT Audit Fees
Website Development Charges
EARNING PER SHARE (BASIC & DILUTED)
PAT As per P/L A/c
Extra Ordinary Item & Prior Period Item
Less: Prior Period Interest on FD
Add: Depriciation Adjustment for year 2009-10
PAT before Ordinary item & Prior Period Adjustment
No. of Equity Shares
Outstanding Days
Weighted Average No. of Equity Shares
Nominal Value of Shares (Face Value)
EPS (Basic & Diluted)
1,551.84
71,184.00
72,735.84
11,267.00
5,231.00
16,498.00
45,487.00
41,838.00
13,303.00
14,129.00
-
16,545.00
23,166.00
956,289.17
784,015.00
134,000.00
85,867.00
44,984.75
7,718.00
80,000.00
11,581.50
21,505.50
94,884.00
15,000.00
21,927.00
24,600.00
173,075.00
112,328.00
56,631.00
2,758.00
101,918.00
2,869,420.92
16,545.00
47,000.00
38,880.34
6,500.00
30,713.29
12,699.05
71,090.00
6,285.00
7,688.00
19,352.00
36,014.00
62,746.00
240,000.00
10,659.00
620,300.68
(4,697,995.00)
(867,254.68)
96,247.00
249,195.00
(4,545,047.00)
4,677,250.00
365.00
4,677,250.00
10.00
(0.97)
(867,254.68)
4,677,250.00
365.00
4,677,250.00
10.00
(0.19)
SARAF INFRAPROJECTS LIMITED
(Formerly known as SARAF NIRMAN & COMMERCE LIMITED)
SCHEDULE NO. 05 : FIXED ASSETS:
Description
of Assets
Land
Plant & Machinery
Office Equipment
Computers & Printers
EPABX System
GROSS BLOCK
Additions
Sales/Adj.
during the
during
year
the year
Cost as at
31st March,
2011
261,093,522.50
47,815,788.00
-
308,909,310.50
52,600.00
94,405.00
-
147,005.00
15,269.00
196,900.00
341,634.00
-
538,534.00
13,430.00
Cost as at
1st April,
2010
Upto
31st March,
2010
-
For the
Year
-
-
-
20,520.42
-
138.00
162,694.00
-
8,970.00
Total as on
31st March,
2011
-
Amount In Rs.
NET BLOCK
As on
As on
31st March,
31st March,
2011
2010
308,909,310.50
261,093,522.50
35,927.42
111,077.58
37,331.00
185,094.00
353,440.00
183,470.00
39,560.00
8,840.00
-
48,400.00
6,249.77
-
273.00
6,522.77
41,877.23
39,560.00
6,591,413.00
5,995,575.00
-
12,586,988.00
74,987.00
2,603,147.73
-
239,814.00
2,917,948.73
9,669,039.27
6,516,426.00
Sub-total
267,973,995.50
54,256,242.00
-
322,230,237.50
103,686.00
2,792,611.92
-
249,195.00
3,145,492.92
319,084,744.58
267,870,309.50
Capital Work-in progress
151,467,963.84
221,347,857.27
36,644,456.00
336,171,365.11
336,171,365.11
151,467,963.84
TOTAL
PREVIOUS YEAR
419,441,959.34
261,129,022.50
275,604,099.27
7,737,663.00
36,644,456.00
892,690.00
658,401,602.61
267,973,995.50
655,256,109.69
267,870,309.50
419,338,273.34
261,117,188.50
Motor Vehicle
-
DEPRECIATION
Adjustment Adjustment
on sale
for P.Y dep
103,686.00
11,834.00
2,792,611.92
263,452.00
171,600.00
249,195.00
-
3,145,492.92
103,686.00
SARAF INFRAPROJECTS LIMITED
(Formerly known as SARAF NIRMAN & COMMERCE LIMITED)
As per Point No. 11 to Schedule 16 of Notes on Accounts
SEGMENT REPORTING:
(i) Primary Segment Information
Particulars
Segment Revenue
External Turnover
Inter Segment Turnover
Total
Segment Result
Profit/(Loss) before Taxes &
extraordinary Item
Add: Prior Period Interest
Less: Prior Period Depreciation
Profit/(Loss) before tax
Current tax
Deferred tax
Profit/(Loss) after tax
Other Information
Segment Assets
Segment Liabilities
Capital Expenditure
Depreciation
Hospitality
2010-11
2009-10
323,741.00
323,741.00
(3,614,992.09)
96,247.00
249,195.00
(3,767,940.09)
(3,767,940.09)
668,977,885.92
403,893,089.17
194,542,502.35
3,041,806.92
Real Estate
2010-11
2009-10
-
-
(263,452.00)
-
-
(263,452.00)
(263,452.00)
461,945,586.60
186,636,963.08
94,477,378.84
263,452.00
138,446,153.04
138,446,153.04
47,815,788.00
-
(ii) There is no secondary segment of the company.
(iii) The above segment reporting is as per the requirement of AS-17 issued by ICAI.
Unallocable
2010-11
2009-10
-
-
50,169,769.25
50,169,769.25
-
2010-11
Amount (Rs.)
Total
2009-10
889,491.84
889,491.84
16,498.00
16,498.00
1,213,232.84
1,213,232.84
16,498.00
16,498.00
(930,054.91)
(930,054.91)
(930,054.91)
(603,802.68)
-
(4,545,047.00)
96,247.00
249,195.00
(4,697,995.00)
(4,697,995.00)
(867,254.68)
(867,254.68)
(867,254.68)
21,701,621.97
1,449,741.51
-
(603,802.68)
(603,802.68)
17,581,731.62
2,855,682.30
-
829,125,660.93
543,788,983.72
242,358,290.35
3,041,806.92
529,697,087.47
239,662,414.63
94,477,378.84
263,452.00
SARAF INFRAPROJECTS LIMITED
(Formerly known as Saraf Nirman & Commerce Limited)
Registered Office: 63, Rafi Ahmed Kidwai Road, 2nd Floor, Park Street, Kolkata-700016
ATTENDANCE SLIP
PLEASE COMPLETE THIS ATTENDENCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING
HALL.
Name and Address of the Equity Shareholder (IN BLOCKLETTERS): _________________________________
__________________________________________________________________________________________
Name and Address of the Proxy (IN BLOCK LETTERS, to be filled in by proxy attending instead of the Equity
Shareholder):
I hereby record my presence at the 28th Annual General Meeting of the Company, convened on Monday, 5th Day of
September, 2011 at the registered office of the Company situated at 63, Rafi Ahmed Kidwai Road, 2nd Floor, Park Street,
Kolkata- 700016 at 11:30 A. M.
Regd. Folio No.: _________
Client ID No.: __________
*Applicable for members holding shares in electronic form.
…………………………………
Full name of Proxy (in block capitals)
*DP ID No.: ____________
No. of Shares: ____________
Signature of Shareholder/ Proxy
NOTE: Shareholder attending the Meeting in person or through Proxy is requested to complete the Attendance Slip and
hand it over at the entrance of the meeting hall.
……………………………………………………………………………………………………………………………………………………….
SARAF INFRAPROJECTS LIMITED
(Formerly known as Saraf Nirman & Commerce Limited)
Registered Office: 63, Rafi Ahmed Kidwai Road, 2nd Floor, Park Street, Kolkata-700016
FORM OF PROXY
I/We __________________________________________ of _______________________ being a member/ members of
Saraf
Infraprojects
Limited,
hereby
appoint
__________________________________________
of
_____________________________________
failing
him
_______________________________________
of
_______________________________ as my/our proxy to attend and vote for me/us on my/ our behalf at the 28TH Annual
General Meeting of the Company to be held on Monday, 5th Day of September, 2011 at 11:00 a. m. at the registered office
of the Company situated at 63, Rafi Ahmed Kidwai Road, 2nd Floor, Park Street, Kolkata- 700016 and/ or at any
adjournment(s) thereof.
Dated this ____________ day of _____________, 2011
Name: ______________________________________________________________________
Address: ______________________________________________________________________
Regd. Folio No.: _________ *DP ID No.: ____________
*Applicable for members holding shares in electronic form.
Client ID No.: __________ No. of Shares: ____________
Affix
1/- Re.
Revenue
Stamp
…………………………………….
Signature of Shareholder/ Proxy
@ Strike out whichever is not applicable
Notes: 1. The Proxy Form must be deposited at the Registered Office of the Company at 63, Rafi Ahmed Kidwai Road, 2nd
Floor, Park Street, Kolkata- 700016 at least 48 hours before the time for holding the Annual; General Meeting.
The proxy need not be a member of the Company.
2. All alterations made in the proxy form should be initiated.
3. In case of multiple proxies, proxy later in time shall be treated as valid and accepted.