| OVERVIEW
The Company is a public limited Company incorporated and domiciled in
India. The equity shares of the company are listed at the Stock
exchanges of Mumbai and Chennai. The registered office and principal
place of business is located at No 51, R K Mutt Road, Mylapore,
Chennai, Tamil Nadu, 600004, India.
The Company, formerly known as RR Greenhands Infrastructure (India)
Limited commenced its business in 1995, with Real Estate development as
the primary objective. Later on, they forged alliances with the
strategic infrastructure business leaders to specialize in the core
infrastructure sector.
SAAG (Mauritius) Ltd. is the holding company of SAAG RR Infra Ltd. and
the ultimate holding company is SAAG Consolidated (M) Bhd.
a) Each holder of the equity share, as reflected in the records of the
Company as of the date of the shareholder meeting, is entitled to one
vote in respect of each share held for all matters submitted to vote in
the shareholder meeting.
b) In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive any of the remaining assets of the
Company after distribution of all preferential amounts, in proportion
to their shareholdings.
c) The Company has not allotted any fully paid up equity shares by way
of bonus shares nor has bought back any class of equity shares during
the period of five years immediately preceding the balance sheet date.
d) During the financial year ended March 31, 2012, the Company has
issued 4,151,000 Non-Cumulative Compulsorily Convertible Preference
Shares (CCP's) of Rs. 10each at a premium of Rs. 8.60 each to the holding
company SAAG (Mauritius) Limited. The CCP's would get converted into
equity shares in the ratio of 1:1 (i.e one ordinary equity share for
every CCP) in three lots/tranches, such that the CCPs are converted
prior to completion of 18 months from the date of allotment being
October 19, 2011. The CCP's shall carry Nil rate of dividend.
e) During the financial year ended March 31, 2013, the Company has
received the approval of the shareholders to allot on preferential
basis 1,140,326 Non-Cumulative Compulsorily Convertible Preference
Shares (CCPs) of Rs. 10 each at par to SAAG (Mauritius) Ltd but
statutory compliance post allotment has not yet been fulfilled by the
company.
1.1 Share Application Money Pending Allotment
The company has received a sum of Rs. 26,158,402 from Promoters and other
investors during the financial years 2009-10, 2010-11 & 2011-12. The
Company has further allotted CCP's to promoters during the current
financial year against the application money received and has affirmed
that the equity shares shall be allotted against the balance amount
outstanding at the time of rights issue and the period within which
offer shall be made has not yet been finalized by the Management. Upon
finalization of rights issue, required number of equity shares shall be
allotted as per the pricing norms.
The loan repayable on demand - secured, represents:
Bank overdrafts of the Company are borrowings held at call by the
banks. As of March 31, 2013, the Company has bank overdrafts and other
credit facilities (including Non Fund based) from State Bank of India
Limited totaling Rs. 546,540,617 (Last Year Rs. 536,690,617).
Primary Security- Hypothecation of Current Assets Viz. Raw Materials,
Work in progress, Consumables, Spares, Stores and Receivables.
Collateral security of plant & machinery and immovable properties at
R.K.Mutt Road, Velachery& vacant lands at Trichy and personal guarantee
given by Mr. R. Sriram director of the Company and corporate guarantee
by SAAG Consolidated (M) Bhd& SAAG (Mauritius) Ltd.
State Bank of India has classified the facilities provided to the
company i.e Bank Overdrafts and Other credit facilities (including
non-fund based) as Non - Performing Assets on account of default in
payment of interest and principal and all the accounts have been moved
into Stressed Assets Management Branch by SBI. The Bank vide its letter
dated August 29, 2010, has demanded the entire amount due from all
those facilities granted along with interest and other penal charges.
Hence, the entire amount outstanding has been classified as Current
Liabilities.
1.2 Taxation
(a) No provision for current tax has been made in view of taxable loss
for the Assessment Year 2013-14.
(b) As there is no concrete support to confirm that sufficient taxable
profits will be available in the near future, the deferred tax asset
arising on Employee Benefits, Section 40(a) Disallowance of Income Tax
Act, 1961, Provision for Bad and Doubtful Debts need not be recognized
beyond offsetting the deferred tax liabilities arising on account of
fixed assets.
1.3: Earnings Per Share
Basic Earnings Per Share and Diluted Earnings Per Share are calculated
by dividing the Net loss After Tax for the year attributable to the
Equity Shareholders by the Weighted Average number of Equity Shares
outstanding during the year. There is amount lying in Share Application
money. The allotment price has not been determined yet and hence the
number of potential equity shares could not be arrived at in order to
include the same for calculating Diluted Earnings per Share.
1.4 Due to Micro Small and Medium Enterprises
The company is not aware of the registration status of its suppliers
registration under the MSMED Act, 2006 ("Micro Small and Medium
Enterprises Development Act 2006"). Accordingly, information relating
to outstanding balances due have not been disclosed as it is not
determinable. Similarly, interest payable if any, has not been computed
and provided for.
1.5: Contingent Liabilities:
Particulars As at 31.03.2013 As at 31.03.2012
a) Bank Guarantees 3,456,000 8,366,126
b) Income Tax Liability
(including penalty) that may
arise in respect of which,
the 1,500,000 2,900,000
company has gone for appeal
C) Service tax Liability in
respect of which the company
has gone 79,951,793 -
for appeal and has so far
paid Rs. 23,127,317
d) TNVAT Act 2006 - Tax
including penalty 6,207,287 -
95,557,287 11,266,126
Claims against the company
not acknowledged as debts 45,812,136 33,456,960
Interest and penalties on arrears of all overdue statutory liabilities
and non-filing of returns could arise as and when assessed and
determined by the respective authorities.
1.6 Accounts of creditors, trade receivables, loans & advances, term
loan from banks, unsecured loans, finance lease obligations, service
tax payable (including under reverse mechanism), input service tax
credit and WCT/VAT receivables recognized are subject to review /
reconciliation / confirmation. Adjustments, if any will be made on
completion of such review / reconciliation / receipt of confirmations.
However, in the opinion of the management, the Trade Receivables,
current assets and loans and advances are not less than as stated, if
realized in the ordinary course of the business.
1.7 The Company has incurred substantial losses and its net worth has
been completely eroded. Since then, the company has restructured the
business model and is focusing only on profitable and Niche segments.
It has also initiated several cost savings schemes. The Company has
also drawn up suitable plans for restructuring the debts and for
raising additional capital. The company is confident of the success of
these measures and hence financial statements have been prepared on the
basis that the company is a going concern and that no adjustments are
required to the carrying value of assets and liabilities.
1.8 Capital Work in Progress refers to Purchase cost of work over RIG
to the extent of Rs 2508 Million and the erection and modification of
work over rig and pre-operative expenses incurred with respect to ONGC
Project for Rs 390 Million up to Financial Year 2012. During the current
financial year, the company as has returned the rigs to the supplier at
its carrying cost.
1.9 Pursuant to Section 383A of the Companies Act, 1956, the company
is required to have a whole time Company Secretary. No Company
Secretary has been appointed for the vacancy created on 25.11.2012 by
the resignation of the erstwhile Company Secretary.
1.10: Comparative Figures
Previous year's figures have been regrouped / reclassified where
necessary, to conform to the current year's presentation.
|