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Notes to Accounts of SAAG RR Infra Ltd.

Mar 31, 2013

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.


Mar 31, 2012

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.

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 already allotted CCPs 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 perthe pricing norms.

There is no continuing default in the repayment of the principal and interest amounts.

1.2 LONG TERM PROVISIONS

Provision for employee benefits includes provision for gratuity and other retirement benefits. The Following table sets out status of the gratuity plan as required under AS 15 (Revised) (Amount in Rs.).

The company extends defined benefit plan in the form of gratuity to employees and contribution to gratuity is to be made to Life Insurance Corporation of India in accordance with the scheme framed by the corporation. As per Actuarial Valuation as on 31 st March, 2012 and recognised in the financial statements in respect of gratuity is as under:

The loan repayable on demand - secured, represents:

Bank overdrafts of the Company are borrowings held at call by the banks. As of March 31, 2012, the Company has bank overdrafts and other credit facilities (including Non Fund based) from State Bank of India Limited totaling Rs. 536,690,617 (Last YearRs.571,737,227).

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 nave 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.

i) Obligations under Finance lease are secured against fixed assets obtained under finance lease obligations. There has been continuing default in the payment of interest and principal amounts.

ii) There has been continuing defaults in payment of the Interest accrued and due on the borrowings.

1.3 Exceptional Items

Due to continued delay in the commencement of operations of SAAG Pacific, the supplier of Rig during the Financial Year 2010-11 has agreed to compensate the finance charges incurred by the company to the extent of INR 52,200,000 and the same is disclosed separately as an Exceptional Item.

1.4 Taxation

(a) No provision for current tax has been made in view of taxable loss for the Assessment Year 2012-13.

(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

1.5 Related Party Disclosure

In the normal course of business, the Company enters into transactions with affiliated companies in their Group (mat is, enterprises that are controlled or influenced by major shareholders / Directors of the Company, directly or indirectly). The transactions with the affiliated companies in the ordinary course of business are summarised below:

1.6 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 arid hence the number of potential equity shares could not be arrived at in order to include the same for calculating Diluted Earnings per Share.

1.7 Due to Micro Small and Medium Enterprises

The management has initiated the process of identifying enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2012 has been made in the financial statements based on information received and available with the Company. The Company has not received any claim for interest from any supplier under the said Act. In the view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the aforesaid Act is not expected to be material.

1.8 Accounts of certain creditors, trade receivables, loans & advances, term loan from bank, finance lease obligations, service tax payable, 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.

1.9 The Company has incurred substantial losses and its net worth has been eroded. However, considering the improvement in economic sentiment and business prospects, implementation of cost savings schemes, financial support from the Holding Company, capital raising plans etc, the 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.

1.10 Asset under installation/construction 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. The company has earlier received an Order for extension of time for the commencement of production till April 30,2010 and the company has requested for further extension of time which has been declined by ONGC Limited/The company is in the process of returning the rigs to the supplier at its carrying cost. Upon completion of this process, the Assets under construction / installation block would be INR Nil/-

1.11 Comparative Figures

The Company has prepared these financial statements as per the format prescribed by Revised Schedule VI to the Companies Act, 1956 ("the schedule") issued by Ministry of Corporate Affairs. Previous period's figures have been recast/restated to conform to the classification required by the Revised Schedule VI.

Corresponding figures for previous year presented have been regrouped, where necessary, to conform to the current year's classification.


Mar 31, 2010

1. BUSINESS

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) All amounts in the financial statements are presented in Rupees and as otherwise stated, figures for the previous year have been regrouped / rearranged / reclassified wherever considered necessary to conform to the figures presented in the current year. Figures have been rounded off to the nearest rupee.

(b) Share Capital

* Authorised Share Capital of the Company has been increased from Rs.30 Crores to Rs.50 Crores in the Annual General Meeting of the Company in the month of September, 2009. However, a notice to the Registrar of Companies seeking its approval for the same has not been done.

A sum of Rs.8,99,397 was transferred to General Reserve in the year 2001 for 1,53,800 equity shares of Rs.10 each as these shares were forfeited.

Bank overdrafts of the Company are borrowings held at call by the banks. As of March 31, 2010, the Company has bank overdrafts and other cash credit facilities (including Non Fund based) from State Bank of India Limited totaling Rs.600,000,000. The effective interest rates of bank overdrafts and other credit facilities range from 10% - 14.75% per annum.

The bank overdrafts and other credit facilities of the Company from State Bank of India are secured as follows:

a. Primary Security: Hypothecation of Current Assets viz. Raw Materials, Work in Progress, Consumables, Spares, Stores and Receivables.

b. Collateral Security: Plant & Machinery, Immovable properties at R.K. Mutt Road, Velachery and vacant land at Trichy and personal guarantee given by director of the Company and Corporate Guarantee given by SAAG Consolidated (M) Bhd & SAAG (Mauritius) Ltd.

Loan from financial institutions are secured against respective Fixed Assets.

The Creation /(reversals) of deferred tax liabilities are due to the tax effects on the temporary differences arising from depreciation & impairment on Fixed Assets, employee related schemes and disallowance U/s. 40(a) of the Income Tax Act, 1961.

(e) Retirement Benefits

The Company extends defined benefit plan in the form of gratuity to employees and contribution to gratuity is to be made to Life Insurance Corporation of India in accordance with the scheme framed by the corporation. As per Actuarial Valuation as on March 31, 2010 and recognised in the financial statements in respect of gratuity is as under :

(f) The Company extends non-contributory defined benefit plan in the form of leave encashment to employees. Actuarial Valuation as on March 31, 2010, recognised in the financial statements in respect of leave encashment is as under:

Pursuant to Accounting Standard 7 (Revised) on Construction contracts, the following additional disclosure is made:

In view of attachment by the Income Tax Department and consequential freezing of operations, few contracts have been terminated by the clients during the year. The management is in the process of negotiating with them and is confident of restoring the past good relationship now that the attachment has been lifted. So far, a sum of Rs. 20,735,071 has been written off as bad debts and necessary provisions have been made in respect of unbilled revenues with whom final settlement has been made to the extent of Rs. 49,986,982. In other cases, the possible losses that may arise on account of such termination could not be quantified. However the aggregate billed & unbilled receivables net of provision for doubtful debts from such contracts not included in the above table is Rs. 122,914,669 as on the Balance Sheet Date. Aggregate billed and unbilled receivable from the contracts under arbitration not included in the above table is Rs. 38,651,102.

(i) Earnings per Share

Basic earnings per share have been calculated by dividing the profit for the period attributable to equity shareholders, by weighted average number of equity shares outstanding at the end of the period. The Company has not issued any potential equity shares and accordingly the basic and diluted earnings per share are the same.

(l) The Company has not received any information from its supplier regarding their status under the

Micro, Small and Medium Enterprises Development Act, 2006 which came into effect from October 2, 2006, and hence disclosure, if any, relating to amounts unpaid as on March 31, 2010 together with interest paid/payable as required under the Act, have not been given. The Company has obtained confirmations from only a few creditors.

(m) Related Party Disclosures

In the normal course of business, the Company enters into transactions with affiliated companies in their Group (that is, enterprises that are controlled or influenced by major shareholders / Directors of the Company, directly or indirectly). The transactions with the affiliated companies in the ordinary course of business are summarised below:

List of Related Parties

(i) Reporting Entity SAAG RR Infra Limited

(ii) Holding Company SAAG (Mauritius) Limited

(iii) Ultimate Holding Company SAAG Consolidated (M) Bhd

(iv) Subsidiaries TPS Builders Limited - 60% subsidiary

(Ceased w.e.f Oct 2009)

SAAG Energy Limited(formerly known as Proteus Energy Limited) - 51% subsidiary

SAAG RR Oil & Gas Technology Limited - 100% subsidiary(Ceased w.e.f Oct 2009 )

(v) Step Subsidiary QEDi Proteus Energy Limited

(vi) Fellow Subsidiaries SAAG Oil & Gas Sdn Bhd

SAAG Infrastructure Sdn Bhd

TPS Builders Limited (w.e.f Oct 2009)

SAAG RR Oil & Gas Technology Limited (w.e.f. Oct 2009)

(vii) Key Management Personnel R. Sriram - Managing Director

G.V.Satish Narayana - Executive Director V. Vasudevan - Independent Director V. Sivakumar - Independent Director Dato’ Abu Bakar Bin Abdul Hamid - Director Makhtar Bin Mohamed - Director

(o) Capital Work in Progress includes the cost of Rigs to the extent of Rs. 2,508,068,750 (Rs. Nil) and

Pre-Operative expenses incurred in relation to work over rig contract obtained from ONGC to the extent of Rs.170,847,458 (Rs. 114,194,736). The Company has earlier received an Order for extension of time for the commencement of production till April 30, 2010 and the Company has requested further extension of time for commencement of production upto July 31, 2010 and the order is awaited. Management is confident of getting the Order for extension of time for the commencement of production upto July 31, 2010.

(p) Licensed Capacity, Installed Capacity, etc

(i) As the Company is engaged in the development of real estate, the provisions of licensed and installed capacity are not applicable.

(ii) Since the Company is engaged in real estate and construction business, quantitative details with regard to production and turn over are not applicable.

(q) In the opinion of the management, the current assets and loans and advances are not less than as stated, if realized in the ordinary course of the business.

(r) In respect of amounts due from customers for the contract work done, confirmation of closing balances is not available. However as per the industry practice, customer approved running bills are available. In respect of unbilled revenues, percentage of physical completion of work as certified by an approved Chartered Engineer is available. The management estimates that all the stated receivables are good and recoverable.

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