Saraf Infraprojects Limited 2012-13 1 30 TH ANNUAL REPORT 2012-13 SARAF INFRAPROJECTS LIMITED PDF processed with CutePDF evaluation edition www.CutePDF.com PDF processed with CutePDF evaluation edition www.CutePDF.com PDF processed with CutePDF evaluation edition www.CutePDF.com
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Saraf Infraprojects Limited 2012-13
1
30TH ANNUAL REPORT
2012-13
SARAF INFRAPROJECTS LIMITED
PDF processed with CutePDF evaluation edition www.CutePDF.comPDF processed with CutePDF evaluation edition www.CutePDF.comPDF processed with CutePDF evaluation edition www.CutePDF.com
III. Profit Before Extraordinary Item (2,446,001.51) 5,246,648.18)
Less: Transferred To Capital work In Progress (1,883,838.36) (2,902,538.58)
IV. Profit Before Tax (562,163.15) 2,344,109.60)
Tax Expense - -
V. Profit for the Year (562,163.15) (2,344,109.60)
VI. Earning Per Equity Share
(1) Basic (0.07) (0.29)
(2) Diluted (0.07) (0.29)
Financial Overview Performance
During the financial year 2012-13, the Company has registered total revenue of ` 16,51,595/- as compared
to ` 10,17,987/- in the previous year, showing an increase of ` 6,33,608/-.
Transfer to Reserves
The Board does not propose to transfer any amount to the General Reserve due to current year’s loss.
Dividend As the Company has not yet started to earn any revenue from operations, the Board of Directors does not
recommend any dividend during the financial year 2012-13.
Debentures During the year under review, the Company has not issued any debentures. As on date, the Company does
not have any outstanding debentures.
Saraf Infraprojects Limited 2012-13
9
Public deposits During the year under review, your Company has not accepted any deposits in terms of Section 58A of the
Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and also no
amount was outstanding on account of principal or interest thereon, as of the date of the Balance Sheet.
Borrowings
The borrowings of your Company amounting to ` 125,004,623.82 from State Bank of India, Alipore Branch
is overdue since July, 2012, which includes principle of ` 6,75,00,000.00 and Interest of ` 5,75,04623.82
uncharged by the Bank due to the account being classified as NPA.
Operational & Business Overview Your Company seeks to create landmark projects through its mixed-use and dual-segment developments. It
continuously aims at keeping itself abreast with changing global and national trends and staying current
with technological advances thus developing into a professional real estate developer with international
management standards.
A summary of ongoing and forthcoming projects as on March 31, 2013 has been detailed in the
Management Discussion and Analysis Report titled as Management Report forming part of the Annual
Report.
The authorised, issued, subscribed and paid-up capital of the Company is as follows:-
Particulars
As at 31st
March, 2013
As at 31st
March, 2012
No. of Shares No. of Shares
Authorised Equity Shares:
At the beginning of the year 16,500,000.00 16,500,000.00
Addition during the year - -
At the end of the year 16,500,000.00 16,500,000.00
Issued Equity Shares:
At the beginning of the year 13,777,250.00 4,677,250.00
Addition during the year 709,460.00 9,100,000.00
At the end of the year 14,486,710.00 13,777,250.00
Subscribed Equity Shares:
At the beginning of the year 13,405,150.00 4,677,250.00
Addition during the year 964,260.00 8,727,900.00
At the end of the year 14,369,410.00 13,405,150.00
Paid -up Equity Shares:
At the beginning of the year 8,077,250.00 4,677,250.00
Addition during the year - 3,400,000.00
At the end of the year 8,077,250.00 8,077,250.00
During the year under review, there was no change in the paid-up capital structure of the Company.
Governance Structure
Board of Directors As on date, the Board of Directors of the Company comprises of six Directors of which three are Non-
Executive Independent Directors in terms of Clause 49 of the Listing Agreement.
Saraf Infraprojects Limited 2012-13
10
Cessation
Sri Arvind Siotia, former Non-Executive Independent Director in your Board resigned from the directorship
of the Company with effect from February 13th, 2013. The Board places on record its deep appreciation of
his immense contribution to the Company as an Independent Director and also as the Chairman of the Audit
Committee.
Appointment Sri Anup Jhunjhunwala was appointed as an Independent Director of your Company at a duly convened
extra-ordinary general meeting of the Members on 11th March, 2013. The Board extends their warm
welcome and gratitude to the newly appointed Director.
Re-appointment*
In terms of Sections 255 & 256 of the Companies Act, 1956 and the Articles of Association of the
Company, Sri Niket Saraf, Non-executive Director is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
As required under clause 49(IV) (G) of the Listing Agreement, the requisite information of Sri Niket
Saraf, inter alia, in the nature of brief resume, nature of expertise, companies in which he holds
directorship/ memberships of Board Committees, shareholding in the Company forms part of the Notice
of the Annual General Meeting.
*Note: At a Board Meeting dated 13th
August, 2013 the Board has proposed the name of Sri Niket Saraf, Non-
executive Director of the Company to retire by rotation due to the resignation of Sri Kashinath Jhunjhunwala
(as on 01st July, 2013), Independent-Non-executive Director, suppose to retire by rotation at the ensuing
Annual General Meeting.
Board Committees Your Board consists of Three Committees and there have been changes in their composition since the last
Report. A detailed note on the Committees of the Board of Directors is given in the Corporate Governance
Report forming part of the Annual Report.
Statutory Disclosure None of the Directors of the Company are disqualified under the provisions of section 274 (1) (g) of the
Companies Act, 1956. Your Directors have made necessary disclosures as required under various
provisions of the Companies Act, 1956.
Disclosures under section 217 (1) (d) of the Companies Act, 1956
Except as disclosed elsewhere in this report, there have been no material changes and commitments which
can affect the financial position of the Company occurred between the end of the financial year of the
Company and date of this report.
Internal Control and Internal Audit
The Company has in place well-defined internal control mechanism and comprehensive internal audit
programmes with the activities of the entire organisation under its ambit. The internal audit programme is
reviewed and approved by the Audit Committee at the beginning of each financial year and progress reports
are placed before the Committee on a quarterly basis.
M K Poddar & Associates, Practicing Chartered Accountants has been reappointed as the Internal Auditor
of the Company at the duly convened meeting of the Board of Directors of the Company held on 30th May,
2013, to internally audit the books of accounts of the Company for the financial year 2013-14.
Saraf Infraprojects Limited 2012-13
11
Secretarial Audit The Secretarial Audit Report for the year ended March 31, 2013 issued by Ms. Seema Sharma, Practicing
Company Secretary confirming compliance with all the applicable provisions of Corporate Laws and the
Listing Agreement is provided separately in the Annual Report.
Audit Recommendations During the year under review, the suggestions put forth by the Audit Committee were duly considered and
accepted by the Board of Directors.
There were no instances of non-acceptance of such recommendations.
Auditors & Their Report M/S. V. N. Purohit & Company, Statutory Auditors of the Company retire at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. The Board of Directors upon the
recommendation of the Audit Committee proposes the re-appointment of M/S. V. N. Purohit & Company as
the statutory auditors of the Company subject to the approval of the members at the Annual General
Meeting.
The observations of the Auditors are self-explanatory and/or suitably explained in Notes to the Accounts.
Human Resources Employees form the cornerstone of Saraf Infraprojects Limited. With well-established policies and
employee- friendly measures, the Company ensures the development and well-being of all its employees.
At SIPL, employees are also given ample opportunities to suggest and develop new and innovative ideas,
methods and techniques which assist in improving the efficiency level of the Company.
Employee relations continue to be cordial and harmonious at all levels and in all divisions of the Company.
As on March 31, 2013, the Company has an organizational strength of 20 employees.
Statutory Information
A. Directors’ Responsibility Statement
The Director’s Responsibility Statement, setting out compliance with the accounting and financial reporting
requirements specified under Section 217(2AA) of the Companies Act, 1956, in respect of the financial
statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed that:
i) In the preparation of annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures, if any.
ii) The Directors had selected the 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 the profit 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 the Companies Act, 1956, for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities.
iv) The Directors had prepared the annual accounts on a going concern basis.
Saraf Infraprojects Limited 2012-13
12
B. Disclosure of Employees None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under
Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules,
1975 as amended from time to time.
C. Transfer to Investor Education and Protection Fund During the financial year 2013-14, the Company is not required to transfer any fund to the Investor
Education and Protection Fund, in terms of Section 205C of the Companies Act, 1956.
D. Conservation of Energy, Research and Development, Technology Absorption, As the Company is not a manufacturing company, the Board of Directors have nothing to report
pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988.
E. Foreign Exchange Earnings and Outgo
Your company has incurred ` 23,331,276.17 as foreign exchange loss and has earned ` 903,201.73 as
foreign exchange gain during the year which belongs to long term assets. The net amount of ` 22,428,074.44 have been capitalized in to Capital Work in Progress as per the requirement of Notified
Accounting Standard 11 on ‘Accounting for Foreign Exchange Transaction’.
Corporate Governance
The Report on Corporate Governance and the Certificate from the Statutory Auditors affirming compliance
with the various conditions of Corporate Governance as stipulated under Clause 49 of the Listing
Agreement forms part of the Annual Report. Management Discussion and Analysis Report In accordance with the requirements of the Listing Agreement, the Management Discussion and Analysis
Report is presented in a separate section of the Annual Report.
Corporate Social Responsibility
At Saraf Infraprojects Limited, being a responsible corporate citizen is given utmost priority. A detailed
report on the CSR initiatives and activities during the financial year 2012-13 is given below:-
As prescribed under Clause 49 of the Listing Agreement, the declaration signed by the Managing Director
affirming compliance with the Code of Conduct by the Directors and senior management personnel of the
Company for the year under review forms part of the Corporate Governance Report. CEO Certification The certificate from the Managing Director in accordance with Clause 49(V) of the Listing Agreement is
annexed to and forms part of the Corporate Governance Report.
Statutory Compliance
The Company Secretary, as Compliance Officer, ensures compliance of the provisions of the Companies
Act, 1956, the SEBI regulations and provisions of the Listing Agreement.
Saraf Infraprojects Limited 2012-13
13
Additional Information to Shareholders All important and pertinent investor information such as financial results, press releases and project updates
are made available on the Company’s website (www.sarafindia.net) on a regular basis.
Acknowledgements
The Directors would like to place on record their sincere appreciation to the Company’s customers,
vendors, and bankers for their continued support to the Company during the year. The Directors also wish
to acknowledge the contribution made by employees at all levels for sustaining and driving the growth of
the organisation. Finally, the Board would like to express its gratitude to the members for their continued
trust, cooperation and support.
Kolkata, May 30
th, 2013 For & on behalf of the Board
Raja Ram Saraf Niket Saraf
Managing Director Director
Registered Office:
63, Rafi Ahmed Kidwai Road,
2nd
Floor, Park Street,
Kolkata- 700016
Saraf Infraprojects Limited 2012-13
14
MANAGEMENT DISCUSSION AND ANALYSIS
We have pleasure in submitting hereunder the Management Discussion & Analysis Report on the
business of the Company. We have attempted to include discussions on the matters to the extent
relevant.
Overview- Industry Structure and Development
The Indian economy has shown remarkable resilience compared to other global economies.
However, the stress was visible in below 6% projected GDP growth in 2012-13 vis-à-vis
aspirations of over 7% growth, in stark contrast to an average of 8% growth achieved during 2007-
2011.
Economic growth declined across all the sectors due to domestic and external factors, high
inflation, wide fiscal deficit and unfavorable domestic savings and investment rate. Despite strong
fundamentals and structural support, uncertainty and consequent lack of confidence held back
investments in capital formation. Output was disrupted due to power outages and stalled projects.
Services also slowed down due to both cyclical and structural factors.
High inflation was a cause of worry, with wholesale price index hovering over 7%. The weak
rupee, settling around ` 55 against USD, increased the import bill of crucial fuel supplies, thus
driving up the current account deficit.
In an attempt to rekindle India's economic slowdown, the Government unveiled a series of
economic reforms. These have certainly led to a revival in investors' sentiment.
The real estate companies are coming up with various residential and commercial projects to fulfill
the demand for residential and office properties in Tier-II and Tier-III cities. The growth in real
estate in
Tier-II and Tier-III cities are mainly due to increase in demand for organized reality and
availability of land at affordable prices in India.
One of the key concerns during the year under review was the sharp increase in inflation. Reserve
Bank of India took various measures to anchor inflationary pressure in the Economy i.e. through
high rate of interest, high cash reserve ratio etc. Ultimately the burden is shifted, particularly to the
real estate and housing sector. As the buyers are not able to afford the high cost of construction due
to inflation and further augmented by high rate of interest of their home loan, so the same affects
the real estate market prospects in future.
Saraf Infraprojects Limited 2012-13
15
-:2:-
Ongoing Projects
Radisson Blu in collaboration with Radisson Group of Hotels & Resorts, [first platinum rated
green building in terms of compliance with stringent specifications of US Green Building Council
(USGBC)] a five star deluxe hotel reckoning permissible Floor Space Ratio (FSR) of 2.75:1. The
project consists of 121 hotel keys (average size of 31 sq. meter each) and 4 nos. suite, two
specialty multi-cuisine restaurants, one 24 hour coffee shop, one lounge/ bar meeting room, club,
barber shop, 24 hour secretarial services, business centre, health club besides swimming pool at
rooftop etc. Parking space proposed would be adequate to accommodate twenty-four cars in
basement whereas open space would be offered for parking thirteen cars on ground floor. The
hotel will be spread over 14 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.
Forthcoming Projects
Integrated Township at Rajarhat, with a land strength of more than 200 acres situated at the six
lane express way between the heart of the city and the airport that is five minutes from the CBD of
Sector V, Salt Lake, popularly called as a planned satellite town in West Bengal, an aspired
location to dwell in.
Prospects and Future Outlook
As the land in central areas of Kolkata has already been exhausted, development in peripheral
areas is being taken up by most of the developers. Due to expansion of city the demand for housing
has also grown particularly demand for development of Integrated townships as they are built with
lifestyle amenities for quality living. Migration of people for jobs, division of joint families and
carrier advancement has resulted in rising disposable income which has ensured continuous
demand for residential and commercial space for end use & investment too. Your Company is
continuing its efforts to meet the demand of such customers with concept of integrated townships.
Opportunities and Threats
Real estate business of the Company is dependent on the performance of the real estate market in
India. The business is subject to extensive statutory or governmental regulations. Change in the
business policies of the Government, may have effect on the prospects of the business. Work
stoppages and other labour problems could adversely affect the business. Sanctioning process
through the authorities is slow and time consuming. Fluctuations in market conditions may affect
our ability to sell our projects at expected prices, which could adversely affect our revenue and
earnings. Potential limitations on the supply of land could reduce our revenue or negatively impact
the results of Company's operations.
As seen in the recent past the Government policies have been supportive e.g. reduction in stamp
duty and change in the tenancy law and abolition of land ceiling etc. The Company remains firmly
committed to its objective of high quality coupled with aggressive cost reduction initiatives.
Saraf Infraprojects Limited 2012-13
16
-:3:-
Risk and Concerns
A big risk which the developers are facing is price risk. Real estate price cycles have the maximum
impact on the margins of the developers, because land costs account for a large portion of the
constructed property. The other risk to which the developers are exposed is demand risk which
indicates the ability to sell properties based on location, brand, track record, quality and timelines
of completion.
Most real estate developers try to address this risk by undertaking market surveys in order to assess
the demand for their properties. There is Finance Risk also. Low availability of funds coupled with
high rate of interest is also a major risk for real estate industry. Uncertain interest rates lead to
uncertainty in the real estate market. This trend of rising interest rate may dampen the growth rate
of demand for housing units. Change in Government Policies including change in Tax structure
will also affect the Progress of the Real Estate Industry.
The Indian Real estate market is still in its infancy, largely unorganized and dominated by a large
number of small players, with very few corporate or large players having national presence. The
Realty Industry is still subject to a number of taxes and is considered as one of the over burdened
tax segment and the non-availability of low cost long term funds, for the Real Estate/ Construction
Sector. However, the said risks can be averted if the Government directs its policies in Real Estate
Sector towards regulatory framework instead of being restrictive in nature.
Cautionary Statement
The Management Discussion and Analysis Report contain forward looking statements describing
the Company’s projections and estimates. These are based on certain assumptions and expectations
of future events. The Company cannot guarantee the realization of projections as the actual results
may differ due to factors like the price of raw materials, demand-supply conditions, changes in
government regulations, tax structures, etc. which are beyond the control of Management. The
Company assumes no responsibility in respect of forward looking statements which may undergo
change on the basis of any subsequent developments, information or events.
For and on Behalf of the Board
Place: Kolkata
Date: 30.05.2013
Raja Ram Saraf Niket Saraf
Managing Director Director
Saraf Infraprojects Limited 2012-13
17
CORPORATE GOVERNANCE REPORT FOR THE YEAR 2012-13 (As required under Clause 49 of the Listing Agreements entered into with the Stock Exchange)
The Directors have pleasure in presenting the Corporate Governance Report for the financial year ended
March 31, 2013
A. Company’s Philosophy on Code of Governance: The Board of Directors and Management lay great emphasis on adopting and practicing principles of
good Corporate Governance with a view to achieve business excellence by enhancing long term
shareholders’ value and the interest of all its stakeholders through sound business decisions, prudent
financial management and a high standard of business ethics.
B. Board of Directors (Board)
B.1. Composition: As on March 31, 2013, the Company has six (6) Directors out of which three (4) are
non-executive and two (2) are executive Directors.
The Chairman of the Board is Executive Director and three Directors are Non-Executive Independent
Directors. Therefore, the combination of the Board is in conformity with Clause 49 of the Listing
Agreement entered into with the Calcutta Stock Exchange.
B.2. Function of the Board: Board is the highest decision making body subject to the powers and matters
reserved to Members that may be exercised in their meeting.
Board accords its approval to all the key decisions of the Company. For day to day routine operations,
the Board has delegated authority to the Managing Director and Whole-time Director. All matters of
strategic or material nature are placed before the Board with background, proposal, situational and
option analysis, notes and relevant documents to enable Board to take informed decisions.
B.3. Role of Independent Directors: The Independent Directors have vast and diversified professional and
operational experience in the various areas, which enriches and adds value to the discussions and
decisions arrived by the Board.
B.4. The names and categories of the Directors on the Board, their Attendance and other directorships
etc.: The names and categories of the Directors on Board, their attendance record, number of
directorships, committee positions and shareholding in the Company from 1st April, 2012 to 31
st March
31, 2013 are summarized below:-
Saraf Infraprojects Limited 2012-13
18
Mem
ber
ship
of
Bo
ard
Co
mm
itte
es
of
oth
er
Pu
bli
c
Co
mp
an
ies
(Ref
er n
ote
1)
- - - - - - -
Bo
ard
Co
mm
itte
e
Ch
air
ma
n-
ship
of
oth
er
Pu
bli
c
Co
mp
an
ies
- - - - - - -
Mem
ber
ship
s
on
bo
ard
of
oth
er
Pu
bli
c
Co
mp
an
ies
(Ref
er N
ote
2)
2
1
1
6
4
3
1
Att
end
an
ce
Wh
eth
er
att
end
ed
the
last
AG
M
Yes
Yes
Yes
Yes
Yes
No
Yes
Bo
ard
Mee
tin
gs
8
7
8
7
5
1
7
To
tal
Nu
mb
er
of
Bo
ard
Mee
tin
gs
hel
d d
urin
g
the
ten
ure
of
Dir
ecto
rs
8
7
8
8
8
1
7
No
. o
f
Sh
are
s H
eld
3,8
6,3
50
- - - - - -
Ca
teg
ory
Man
agin
g
Dir
ecto
r
No
n-
exec
uti
ve
Dir
ecto
r
Wh
ole
-tim
e
Dir
ecto
r
No
n-
exec
uti
ve,
Ind
epen
den
t
Dir
ecto
r
No
n-
exec
uti
ve,
Ind
epen
den
t
Dir
ecto
r
No
n-
exec
uti
ve,
Ind
epen
den
t
Dir
ecto
r
No
n-
exec
uti
ve,
Ind
epen
den
t
Dir
ecto
r
Na
me
of
Dir
ecto
rs
Sri
Raj
a R
am S
araf
(DIN
00
06
425
3)
Sri
Nik
et S
araf
(w
ill
reti
re b
y r
ota
tio
n a
t th
e en
suin
g
AG
M
and
is
also
eli
gib
le f
or
re-
app
oin
tmen
t)
Sri
Ab
his
hek
Jh
un
jhu
nw
ala
(DIN
00
81
596
5)
Sri
Raj
esh
Kh
aita
n
(DIN
00
39
319
4)
Sri
Kas
hin
ath
Jh
un
jhun
wal
a
(DIN
00
32
386
7)
Sri
An
up
Jh
un
jhu
nw
ala
(DIN
00
32
392
3)
(ap
po
inte
d a
s o
n 1
1.0
3.2
01
3)
Arv
ind
Sio
tia
(DIN
03
32
913
0)
(cea
sed
to
be
a d
irec
tor
w.e
.f.
13
/02
/13
)
Note 1 Represents Chairmanships/ Memberships of Board Committees across all public limited companies, whether listed on the stock exchange(s) or not.
Note 2 Excludes directorships/ trusteeships and advisory role on the Board of various private limited companies, trusts and the Government bodies/ authorities/
corporations.
Saraf Infraprojects Limited 2012-13
19
Except for Sri Raja Ram Saraf and Sri Niket Saraf, no other Directors are related to each other in terms
of the definition of ‘relative’ given under Companies Act, 1956. Sri Niket Saraf is the son of Sri Raja
Ram Saraf.
None of the Independent Directors has any material pecuniary relationship, transaction or association
with the Company.
Resolution passed by circulation During the year under review, a resolution was passed by the Board of Directors through circulation as
on Wednesday, 25th
July, 2012. Further, no resolution was passed by any Committee of the Board
through circulation.
C. Committees of the Board:
In compliance with clause 49 of the Listing Agreement, the Board of Directors has constituted three
committees of the Board.
I. AUDIT COMMITTEE:
I. (i) Terms of Reference
The terms of reference of this Committee cover the matters specified for Audit Committee under
Clause 49 of the Listing Agreements as well as in Section 292A of the companies Act, 1956. This
inter-alia, includes overseeing the Financial Reporting Process and disclosure of Financial
Information, reviewing any change in Accounting Policies and Practices, Compliance with Accounting
Standards and reviewing the adequacy of Internal Control System.
I. (ii) Compositions, Meetings and attendance during the year under review
The Audit Committee comprised of one Promoter-Executive Director and three Independent Non-
executive Directors. All the Members have a sound knowledge of finance, accounts and corporate
laws.
The Company Secretary is also the Secretary to the Audit Committee.
The Committee met 5 times during the Financial Year ended March 31, 2013 on 20th May, 2012, 07
th
August, 2012, 06th November, 2012, 11
th February, 2013 and 18
th March, 2013. Required quorum was
present at all meetings. The time interval between any two Audit Committee meetings was not more
than four months.
The details of the members of the committee and their attendance at committee’s meetings are given
below: S.
No.
Name of Director Category Position in the
Committee
Number of Meetings
Held Attended
1. Sri Anup Jhunjhunwala Non-Executive-
Independent
Chairman 1 1
2. Sri Raja Ram Saraf Promoter-Executive Member 5 4
3. Sri Rajesh Khaitan Non-Executive-
Independent
Member 5 3
4. Sri Kashinath
Jhunjhunwala
Non-Executive-
Independent
Member 5 3
Note:
i. Ex-Chairman of the Audit Committee, Sri Arvind Siotia tendered his resignation as on 13th February, 2013.
ii. Sri Anup Jhunjhunwala attended the meeting held on 18.03.2013 of the Audit Committee as an invitee and was
appointed as the Chairman of the Committee.
Saraf Infraprojects Limited 2012-13
20
The Internal Auditor and the Statutory Auditor are invitees to the relevant meetings of the Audit
Committee in respect of businesses related to them. The Company Secretary acts as Secretary to the
Audit Committee.
The Committee discusses with the auditors their audit methodology, audit planning and
significant observations / suggestions made by them.
I.(iii)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.
II. Shareholders’/ Investors’ Grievance Committee:
The composition of the Shareholders’ / Investors’ Grievance Committee along with the meetings held
and attended by them during the year under review are as under:
Ms. Preety Gupta, the Company Secretary, is the Compliance Officer under the Listing Agreement.
The Shareholders’/ Investors’ Grievance Committee has been constituted to specifically look into
the matter of the redressal of shareholders’ and investors’ complaints, including but not limited to,
transfer/ transmission of shares, non-receipt of dividends, non-receipt of Annual Report, non-receipt
of refund of application money, non-credit of/ allotment of equity shares and any other grievance
that a shareholder or investor may have against the Company.
The details of Shareholders’ Complaints received and disposed of during the year under review are as
under:
Number of Investor Complaints
Pending at the
beginning of the
financial year
Received during the
financial year
Disposed off during
the financial year
Pending at the end of
the financial year
Nil Nil Nil Nil
Sl. No. Name of members and their Position & Category
in the Committee
No. of Committee
meetings attended
1. Sri Rajesh Khaitan, Chairman Independent Director 4 of 4
2. Sri Anup Jhunjhunwala, Independent Director 0 of 0
3. Sri Abhishek Jhunjhunwala, Member Non-
Independent Director
4 to 4
Saraf Infraprojects Limited 2012-13
21
SEBI Complaints Redress System (SCORES) SEBI vide its Circular No. CIR/OIAE/2/2011 dated June 3, 2011 had introduced a centralized web-
based investor complaint redress system ‘SCORES’, wherein the investor complaint are
electronically send to the Companies, the action taken reports submitted by Companies are filed
online. Also, the system facilitates investors to view online their complaint status. During the year
under review, the Company has not received any investor complaints through the same.
III. Nomination & Remuneration Committee:
(i) Terms of Reference
The role of the Committee is to approve/ recommend the remuneration/ packages of the
Executive and Non-Executive Directors and of Senior Management Personnel and to discharge such
other functions as may be referred by the Board from time to time.
(ii) Composition of Committee & Attendance during the year The Committee comprises of three Independent Directors and one Promoter- Executive Director, Sri
Anup Jhunjhunwala, a Non-Executive Independent Director, is the Chairman of the Committee.
The composition of the Committee and the details of meetings attended by Committee members are
given below:
Sl. No. Name of members & their Position in the
Committee
No. of Committee meetings
attended
1. Sri Anup Jhunjhunwala, Chairman* 1 of 1
2. Sri Kashinath Jhunjhunwala, Member 4 of 3
3. Sri Rajesh Khaitan, Member 4 of 2
4. Sri Raja Ram Saraf, Member 4 of 4 *Sri Arvind Siotia was the previous Chairman of the aforesaid Committee.
(iii) Remuneration Policy
The Company inter-alia while deciding the remuneration package takes into consideration, the
following:
(a) Employment scenario and demand for talent in the upstream hospitality and realty sector;
(b) Remuneration package of the industry/ other industries for the requisite managerial talent; and
(c) The qualification and experience held by the appointee.
(iv) Details of Remuneration of Directors
(a) REMUNERATION TO EXECUTIVE DIRECTORS DURING THE FINANCIAL YEAR 2012-13
The Managing Director and the Whole-time Director of the Company were appointed as per the terms
and conditions decided by the Members of the Company and the details of their remuneration during
the financial year 2012-13 is disclosed hereunder:
Name of Executive
Directors
Relationship with other
Board Members
Business
Relation with the
Company
Amount paid
during the year
Service
Contract,
if any
Sri Raja Ram Saraf Father of Sri Niket Saraf
(NED)
Managing Director Sitting Fees- NIL
Salary- NIL
Commission- NIL
Yes
Sri Abhishek
Jhunjhunwala
_ Whole-time Director Sitting Fees-NIL
Salary- 6,00,000/- p.a.
Commission- NIL
Yes
Saraf Infraprojects Limited 2012-13
22
(b) REMUNERATION TO NON- EXECUTIVE INDEPENDENT DIRECTORS DURING THE
FINANCIAL YEAR 2012-13
All the Non- Executive Directors (NEDs) of the Company are entitled to receive sitting fees for each
meeting of the Board or Committee thereof attended by them. But all such directors have chosen not
to accept sitting fees as a gesture to support the Company in its immediate endeavors.
During the year, no commission was distributed to the NEDs as they voluntarily chose to support
initiatives of the Company.
D. CODE OF CONDUCT As required by clause 49 I (D) of the Listing Agreement, the Company has formulated a Code of
Conduct for all Directors and Senior Management of the Company and the same has been adopted
by the Board. The Code is also available on the Company’s official website. All the Directors and
Senior Management Personnel have affirmed compliance with the said Code of Conduct.
E. SUBSIDIARY COMPANY
Clause 49 defines a “Material Non-Listed Indian Subsidiary” as an unlisted subsidiary, incorporated
in India, whose turnover or net worth (i.e., paid-up capital and free reserves) exceeds 20 percent of
the consolidated turnover or net worth respectively, of the listed holding Company and its subsidiary
in the immediately preceding accounting year.
Under this definition, the Company did not have any material non-listed Indian subsidiary during the
year under review.
F. DISCLOSURES a. Accounting Treatment in preparation of Financial Statements: The Company has followed the
Accounting Standards laid down by the institute of Chartered Accountants of India and The
Companies (Accounting Standards) Rules, 2006 in preparation of its financial statements.
b. Related Party Transactions: There were no materially significant related party transactions, which
have potential conflict with the interests of the Company at large. The disclosure of related party
transactions is set out in notes forming part of the financial statements.
c. Proceeds from Public Issues, Right Issues and Preferential Issues: During the financial year
under review, there has been no change in the paid-up share capital of the Company.
d. Penalties Imposed: No penalties or strictures have been imposed on the Company by the Stock
Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the
last three years.
e. Compliance: Your Company has complied with all the mandatory requirements of the Clause
49 of the Listing Agreement of the Stock Exchange. Further, your Company has adopted a
non-mandatory requirement of Clause 49 of the Listing Agreement, relating to constitution of
Nomination & Remuneration Committee of the Board, the details of which have been provided
under the section “Committees of the Board”.
f. Management Discussion and Analysis Report: Management Discussion and Analysis Report
(MDA) has been attached as a separate chapter and forms part of this Annual Report.
Saraf Infraprojects Limited 2012-13
23
g. CEO Certification: As required under Clause 49V of the listing Agreement with the Stock
Exchange, the Managing Director of the Company have certified to the board regarding the financial
statements and matters related to internal controls in the prescribed format for the year ended March
31, 2013. The Managing Director (CEO) certification in terms of Clause 49(V) of the Listing
Agreement forms part of the Annual Report.
h. Code for Prevention of Insider Trading Practices: Your Company has framed a code of internal
procedures and conduct in line with the requirements of the SEBI (Prohibition of Insider Trading)
Regulations, 1992, as amended, which applies to all the employees identified as designated person
under the code, which includes the directors of the Company and their specified family members.
Periodic disclosures are obtained from designated persons on their holding and dealings in the
securities of the Company.
i. Payment to Statutory Auditors for the year under review are as follows:
Particulars Amount (in `̀̀̀)
As Auditors
Statutory Audit Fees 33,708.00
Internal Audit Fee 2,40,000.00
VAT audit fees 2,809.00
In other capacities
Certification Fee 20,731.00
G. COMPANY’S MEANS OF COMMUNICATION:
Website
Your Company maintains a website www.sarafindia.net which provides detail, inter alia, about the
Company, its performance including quarterly financial results, annual reports, press release,
shareholding pattern, quarterly corporate governance report, contact details etc.
Quarterly/ Annual Financial Results
Are generally published in English daily Newspaper- ‘The Echo of India’ and Bengali daily
Newspaper- ‘Aarthik Lipi’
Stock Exchanges
As per the Listing Agreement all periodical information are sent to the Calcutta Stock Exchange
(CSE).
Investor servicing
A separate e-mail id [email protected] has been designated for the purpose of
registering complaints by shareholders or investors.
Saraf Infraprojects Limited 2012-13
24
H. GENERAL SHAREHOLDERS’ INFORMATION:
I. Details of General Body Meetings:
(i) Location, place and time, where last three AGMs were held:
FINANCIAL
YEAR
VENUE DATE & TIME NO. OF SPECIAL
RESOLUTIONS
PASSED
2012-13 Registered Office 30th September, 2013
02:00 p. m.
0
2011-12 Registered Office 27th September, 2012
02:00 p. m.
0
2010-11 Registered Office 05th September, 2011
11:00 a. m.
0
During the year there were no ordinary or special resolution passed by the members through postal
ballot.
(ii) Financial Calendar (Tentative) for year 2012-13:
Purpose Board Meetings
Un-audited Financial Results for the quarter ended 30th June,
2013
1st week of August,
2013
Annual General Meeting for the year ended 31st March, 2013 Last week of September,
2013.
Un-audited Financial Results for the quarter ended 30th
September, 2013
1st week of November,
2013
Un-audited Financial Results for the quarter ended 30th
December, 2013
1st week of February,
2014
Last quarter Financial Results/ year end Audited Results 4th week of May, 2014
II. OTHER INFORMATION:
(i)
(ii)
(iii)
CIN No.
Registered Address
Day, Date, Time and Venue of 30th
Annual General Meeting
L45202WB1983PLC036038
63, Rafi Ahmed Kidwai Road, 2nd
Floor, Park
Street, Kolkata- 700016
Monday, 30th September 2013 at 02:00 p. m. at
its Registered Office
(iv) Financial Year The financial year of the Company starts
from April 1st
and ends on March 31st of the
succeeding year
(v) Quarterly Financial Information Results for the quarter ending on:
June 30,2013
September 30, 2013 Within 45/ 60 days from
December 31, 2013 the close of quarter/ year
March 31, 2013
(vi) Next Date of Book Closure 21st September, 2013 to 30
th September, 2013
(both days inclusive).
Saraf Infraprojects Limited 2012-13
25
(vii) Rate of dividend and dividend
declaration date
No dividend has been recommended by the
Board of Directors of the Company. (viii) Listing of Shares in Stock Exchange:
Saraf Infraprojects LIMITED Registered Office: 63, Rafi Ahmed Kidwai Road, 2nd Floor, Park Street, Kolkata - 700 016.
D.P. Id*
Client Id*
I/We ................................................................... of ......................................................................... being a
member/ members of Saraf Infraprojects Limited hereby appoint ............................................................ of
him............................................................................................. of ................................................................
or failing him ........................................................................ of ....................................................................
as my/ our proxy to vote for me/us and on my/our behalf at the Thirtieth Annual General Meeting to be
held on Monday, the 30th
day of September, 2013 at 02:00 P.M. or at any adjournment thereof.
Signed this ....................................... day of ............... ..................................... 2013. *Applicable for investors holding shares in electronic form.
Note: The Proxy in order to be effective should be duly stamped, completed and signed and must be deposited at the
Registered Office of the Company not less than 48 hours before the time for holding the aforesaid meeting. The Proxy
need not be a member of the Company.
Attendance Slip
Proxy Form
Master Folio No.:
Master Folio No.:
Affix a
Revenue
Stamp
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