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 Â 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 Datoà 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.