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Directors Report of Sancia Global Infraprojects Ltd.

Mar 31, 2015

The Members

Sancia Global Infraprojects Limited

The Directors have presenting their Report and Audited Accounts of the Company for the year ended March 31,2015.

1. Financial Results:

Turnover:

Current Period Previ ous Year (In Rs.) (In Rs.) The financials for the 0,582,920 4,24,75,512 financial year 2013-14 is as follows:-

PartlGulars Year ended Year ended 31.03.2015 31.03.2014

Income

Revenue from Operations 20,582,920 42,475,512

Other Income - 12,500

Tota Revenue 20,582,920 42,488,012

Expenses

Cost of Sales 16,939,954 28,185,670

Employees benefits expense 3,727,098 2,735,013

Finance costs 10,516 8,927

Depreciation and amortization expenses 37,336,896 220,713,663

Other expenses 4,014,929 1,309,710,188

Tota expenses 62,029,394 1,561,353,461

Profit before tax -

(41,446,474) (1,518,865,448)

Tax Expenses

Current tax expense Mat Credit Entitlement Deferred tax expense

Short/(excess) provision for taxes -

Profit for the year (41,446,474) (1,518,865,448)

Less: Prior Period Ite ms (Loss on Sale of Land) 240,806 -

Profit Transferred to Reserve & Surplus (41,687,280) (1,518,865,448)

2. Financial Restructuring:

During the year under review, Revenue and net loss for the year was Rs. 205.83 Lacs and Rs. 416.87 Lacs as compared to the previous year Rs. 424.75 and Rs. 15188.65 Lacs.

The accumulated loss of the company as on 31st March, 2014 is more than 100% of its net worth during the year and immediately preceding the financial year and as such falls within the definition of "Sick industrial company" under section 46 (AA) (i) of the companies (Second Amendment ) Act, 2002. The net worth of the company had also been eroded during the financial year financial year 2011-12 itself resulting, the company had become a sick industrial company within the meaning of section 3(s) (o) of the sick industrial companies (Specials Provisions) Act, 1985.

The company has made a reference during the financial year 2012-13 to the "Board for industrial & financial reconstruction" under section 15(1) of the Sick Industrial companies (Special Provisions) Act 1985 however the same reference has been declined by BIFR.

Presently the management is taking all possible steps for revival/restructuring of the company.

3. Dividend:

In view of losses the directors of company has not recommended any dividend for the current Period.

4. Term Deposits:

During the Period under review, your Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

5. Information under Section 196-202 of Companies Act, 2013 and Rule 3-10 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

None of the employees was in receipt of remuneration exceeding the limit specified under section 196- 202 of Companies Act, 2013.

6. Directors

Pursuant to Section 152 of the Companies Act, 2013 (the ''Act'') and under Article (Article No., if any) of the Company''s Articles of Association, Mr. Arun Kumar Ray & Mr. Pradeep kumar Sutodiya retires by rotation at the ensuing 24th Annual General Meeting and, being eligible, offers himself for re- appointment.

Pursuant to provision of Sections 196,197,198 & 203 and read with Schedule V of the companies Act, 2013 all other applicable provisions, if any including any statutory modification or re-enactment thereof Mr. Yashwant Tulsiram Shukla has been appointed as a Managing Director of the Company, for a period of Five years with effect from 14th November, 2014.

During the year:

Mr. Rabi Kumar Gupta the Director of the Company has been resigned from the Directorship of the company with effect from 4th March,2015.

7. Director''s Responsibility Statement:

Pursuant to in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act,2013, the directors, based on the representations received from the Management, confirm:

That in the preparation of the annual accounts, the applicable accounting standards have been followed That we have selected such 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 March 2015 and the profit / Loss of the Company for that period.

That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

That we have prepared the annual accounts on a going concern basis.

8. Auditors

The Board has proposed the appointment of M/S Arup & Associates, Chartered as a Statutory Auditor of the Company until the conclusion of Next Annual General Meeting of the company at a remuneration as the Board of Directors may determine. "subject to the approval of the shareholders in the Annual General Meeting of the company;

9. Conservation of Energy, Research and Development, Technology, Absorption and Foreign Exchange Earning & Outgoing

The information required under the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure : "A" and it forms part of this Report.

10. Employee Relations

The employee relations in the Company continued to be positive. Information as per Section 217(2A) of the Companies Act, 1956 (the ''Act'') read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of the Company excluding the statement on particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial Department at the Registered Office of the Company.

11. Subsidiaries

To Closure of the Subsidiaries companies an application is to be made to Registrar of Companies, to strike off the name of the Subsidiary Company.

12. Trade Relations

Your Directors wish to record appreciation of the continued unstinted support and co-operation from its Customers, suppliers of goods/services, clearing and forwarding agents and all others associated with it. Your Company will continue to build and maintain strong association with its business partners.

Your Company also has a Policy on Prevention of Sexual Harassment which is reviewed by the Internal Complaints Committee at regular intervals. Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination and to boost their confidence, morale and performance.

13. Corporate Governance

A report on Corporate Governance, along with a certificate from the Statutory Auditors and a certificate from the Managing Director has been included in the Annual Report, detailing the compliances of corporate governance norms as enumerated in Clause 49 of the Listing Agreement with the stock exchange.

14. Acknowledgements

The Directors thank the Company''s customers, vendors, investors, business associates, bankers for their support to the company. The Directors appreciate and value the contributions made by every member of the "Sancia" family across the country.

For and On Behalf of the Board of Directors SD/- Yaswant T. Shukla Managing Director

Place: Mumbai Date: May 30, 2015


Mar 31, 2014

The Members

Sancia Global Infraprojects Limited

The Directors have presenting their Report and Audited Accounts of the Company for the year ended March 31,2014.

1. Financial Results:

Turnover:

Current Period (In Rs.) Previous Year (In Rs.)

4,24,75,512 3,87,27,039

The financials for the financial year 2013-14 is as follows:-

CURRENT YEAR PREVIOUS YEAR PARTICULARS 31.03.2014 31.03.2013 (IN RS.) (IN RS.)

Total Revenue (a b c) 4,24,88,012 4,16,91,189

Sales (a) 4,24,75,512 3,87,27,039

Other Operating Revenue (b) - -

Other Income (c) 12,500 29,64,150

Profit from operations before

Depreciation, Interest & (1,29,81,42,859) (2,34,32,173) Preliminary Exp w/off.

Interest and financial charges 8,927 42,47,357

Depreciation 22,07,13,663 15,71,75,743

Preliminary Exp. w/off. - -

Profit after interest and (1,51,88,65,449) (18,48,55,273) depreciation

Exceptional Items (Impairment Loss) - -

loss before taxes (1,51,88,65,449) (18,48,55,273)

Tax Expenses (Deferred Tax Assets) - (1,00,61,310)

Net loss for the Period (1,51,88,65,449) (19,49,16,583)

2. Financial Restructuring:

During the year under review, Revenue and net loss for the year was Rs.424.75 Lacs and Rs. 15188.65 Lacs as compared to the previous year Rs.387.27 and Rs. 1949.17Lacs.

The accumulated loss of the company as on 31st March, 2014 is more than 100% of its net worth during the year and immediately preceding the financial year and as such falls within the definition of "Sick industrial company" under section 46 (AA) (i) of the companies (Second Amendment ) Act, 2002. The net worth of the company had also been eroded during the financial year financial year 2011-12 itself resulting, the company had become a sick industrial company within the meaning of section 3(s) (o) of the sick industrial companies (Specials Provisions) Act, 1985.

The company has made a reference during the financial year 2012-13 to the "Board for industrial & financial reconstruction" under section 15(1) of the Sick Industrial companies (Special Provisions) Act 1985 however the same reference has been declined by BIFR.

Presently the management is taking all possible steps for revival/restructuring of the company.

3. Dividend:

In view of losses the directors of company has not recommended any dividend for the current Period.

4. Term Deposits:

During the Period under review, your Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

5. Information under Section 217(2a) Of the Companies Act, 1956:

None of the employees was in receipt of remuneration exceeding the limit specified under section 217(2A) of the Companies Act, 1956.

6. Directors

Pursuant to Section 152 of the Companies Act, 2013 (the ''Act'') and under Article (Article No., if any) of the Company''s Articles of Association, Mr. Arun Kumar Ray & Mr. Pradeep kumar Sutodiya retires by rotation at the ensuing 23rd Annual General Meeting and, being eligible, offers himself for re- appointment.

Pursuant to Sections 149, 150 and 152 of the Act, read with Companies (Appointment and qualification of Directors) Rules, 2014 along with NOTE IV of the Act (including any statutory modification(s) or re- enactment thereof for the time being in force), the Independent Directors can hold office for a term of five consecutive years on the Board of Directors of your Company.

During the year:

Mr. Kishore Kumar Damani, who was appointed as director of the company on17th

August,2011resigned from the office of the Director of the company on 24th June,2014The board has place on record their deep appreciation for the services rendered by him during his tenure on the Board.

Mr. Mukesh Kumar Sharma, who was appointed as director of the company on19th

august,2013resigned from the office of the Director of the company on 24th June,2014The board has place on record their deep appreciation for the services rendered by him during his tenure on the Board.

7. Director''s Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the

representations received from the Management, confirm:

That in the preparation of the annual accounts, the applicable accounting standards have been followed That we have selected such 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 March 2014 and the profit / Loss of the Company for that period.

That we have 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 fraud and other irregularities

That we have prepared the annual accounts on a going concern basis.

8. Auditors

The Board has proposed the appointment of M/S Arup & Associates,Chartered as a New Statutory Auditor of the Company in place of existing Auditor M/S M.Mukherjee & Associates,The Chartered Accountant to fill up the Vacancy cause by death of Mr.M.M.Mukherjee , until the conclusion of Next Annual General Meeting of the company at a remuneration as the Board of Directors may determine."subject to the approval of the shareholders in the Annual General Meeting of the company;

9. Conservation of Energy, Research and Development, Technology, Absorption and Foreign Exchange Earning & Outgo

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is appended hereto as Annexure : "A" and it forms part of this Report.

10. Employee Relations

The employee relations in the Company continued to be positive. Information as per Section 217(2A) of the Companies Act, 1956 (the ''Act'') read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of the Company excluding the statement on particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial Department at the Registered Office of the Company.

11. Subsidiaries

To Closure of the Subsidiaries companies an application is to be made U/s. 560 to Registrar of Companies, to strike off the name of the Subsidiary Company.

12. Trade Relations

Your Directors wish to record appreciation of the continued unstinted support and co-operation from its Customers, suppliers of goods/services, clearing and forwarding agents and all others associated with it. Your Company will continue to build and maintain strong association with its business partners.

Your Company also has a Policy on Prevention of Sexual Harassment which is reviewed by the Internal Complaints Committee at regular intervals. Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination and to boost their confidence, morale and performance.

13. Corporate Governance

A report on Corporate Governance, along with a certificate from the Statutory Auditors and a certificate from the Managing Director has been included in the Annual Report, detailing the compliances of corporate governance norms as enumerated in Clause 49 of the Listing Agreement with the stock exchange.

14. Acknowledgements

The Directors thank the Company''s customers, vendors, investors, business associates, bankers for their support to the company. The Directors appreciate and value the contributions made by every member of the "Sancia" family across the country.

For and On Behalf of the Board of Directors

SD/- Johnny Fernandes Managing Director

Place: Mumbai Date: June 24, 2014


Mar 31, 2013

The members

The Directors are pleased to present herewith 22nd Annual Report of the Company together with the audited statement of accounts for the Financial Year ended 31st March, 2 013.

1. Financial Results (Rs. in Lacs)

PARTICULARS 31.03.2013 31.03.2012 REVENUE

Income from Operations 387.27 678.95

Sale of Goods -

Other Income 29.64 40.84 increase/ Decrease in Inventory/ Stores & Spares

Total Income 416.91 719.79

EXPENDITURE

(a) Purchase of Goods - -

(b) Operating Expenses/Cost of Sales 270.64 327.53

(c) Employment Cost 31.53 68.01

(d) Administrative, Seling & Other Expenses 349.05 25,612.41

Total Expenditure 651.22 26,007.95

Profit before Interest and Depreciation and Tax (234.31) (25,288.16)

Interest & Finance Changes 42.47 132.35

Depreciation & amortization of Assets 1,571.76 1,091.70

Profit before Tax (1,848.54) (26,512.21)

Current Tax - -

Deferred Tax (100.61) 1,641.19

Net Profit After Tax (1,949.16) (24,871.02)

Add: Balance brought forward from previous year (23,257.34) 1,613.68

Profit Available for Appropriation (25,206.50) (23,257.34)

Balance carried to Balance Sheet (25,206.50) (23,257.34)

Earnings Per Share (Rs.) Basic (4.49) (57.31)

Earnings per share (Rs.) Diluted (4.49) (57.31)

Paid-up Equity Share Capital (Rs.10/- per share) 4,339.88 4,339.88

b) Financial Restructuring:

During the year under review, Revenue and Net Loss for the year was Rs. 387.27 Lacs and Rs.

(1949.17) Lacs as compared to the previous year Rs.678.95 Lacs and Rs.(24871.03) Lacs.

The accumulated loss of the Company as on 31.03.2013 is more than 100% of its net worth during the year and immediately preceding the financial year and as such falls within the definition of "sick industrial Company" under section 46(AA) (i) of the Companies (Second Amendment) Act, 2002 . The Net Worth of the company had also been eroded during the financial year 2011-12 itself resulting, the Company had become a sick industrial company within the meaning of section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985.

The company has made a reference during the financial year 2012-13 to the "Board for Industrial & Financial Reconstruction" under section 15(1) of Sick Industrial Companies (Special Provisions) Act 1985 however the same reference has been declined by BIFR.

Presently the management is taking all possible steps for revival/restructuring of the company.

3. DIVIDEND

For the financial year 2012-13 your directors have decided not to declare any dividend.

4. OPERATIONS

Construction and infrastructure is in a "momentum" growth phase and with an excellent business model coupled with strong execution capabilities and thriving order book position. The Management is expecting growth in Revenue as well as in profitability.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your Directors would like to confirm that:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) That we have selected such 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 2012-2013 and the profit / Loss of the Company .

(iii) That we have 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 fraud and other irregularities.

(iv) That we have prepared the annual accounts on a going concern basis.

6. TERM DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits as per section 58A of the Companies Act 1956, was outstanding on the date of the Balance Sheet.

7. SUBSIDIARIES

The accounts of its overseas subsidiary i.e. Petrogrema Overseas PTE Ltd., has been consolidated on the basis of Unaudited financial statements for the period ended on 31st March, 2013. During the financial year 2012-13 the wholly owned subsidiary company i.e. Petrogrema Overseas Pte. Ltd has incurred heavy losses due to written-off of various loans & advances (Rs.103.31 Crores) which could not be recovered as per the view of the management and become bad due to various reasons mentioned in the notes to accounts.

The requisite statement pursuant to Section 212 of the Companies Act, 1956, related to the subsidiary company is also attached.

8. PERFORMANCE

During the year under review, Revenue and Net Loss for the year was Rs. 387.27 Lacs and Rs.

(1949.17) Lacs as compared to the previous year Rs.678.95 Lacs and Rs. (24871.03) Lacs. The Decrease in the Turnover is due to lack of orders, poor capacity utilization, heavy financial crises and impairment of old equipments/machineries in the business.

9. INTERNAL CONTROLS & ADEQUACY

Your Company has adequate system of internal controls to ensure that all assets are safeguarded, transactions are authorized, optimum utilization of resources, costs are controlled, reporting of financial transactions and compliance with applicable law and regulations.

10. DIRECTORS During the year:

Mr. Pradeep Sutodia, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Kishore Kumar Damani, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Johnny Fernandes who was appointed as a Managing Director, has been appoint as Managing Director of the Company for the another period of 3 years w.e.f September 3, 2013 to till September 2,2016 subject to the approval of the shareholders of the Company in the ensuring Annual General Meeting of the Company.

Shri MUKESH CHANDRA SHARMA is appointed as a Director of the Company w.e.f.19th August, 2013 subject to approval in Share Holders Annual General Meeting.

Mr. Ravi Kumar Mandol was appointed as a Director of the Company w.e.f. January 30, 2012 was resigned from Directorship with effect from 04.03.2013.

11. AUDITORS

M/s. M. Mukherjee & Associates, Chartered Accountants, who are statutory auditors of the Company, hold office in accordance with the provisions of the Act, up to the conclusion of the forthcoming, Annual General Meeting and are eligible for re-appointment.

12. AUDITOR''S REPORT

Your directors are of the view that Notes to the Accounts adequately provide the necessary information and answers of the observations of the Auditors in their Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the listing agreement, the management discussions and analysis report is annexed hereto and forms part of this report.

14. CORPORATE GOVERNANCE

A report on Corporate Governance, along with a certificate from the Statutory Auditors and a certificate from the Managing Director has been included in the Annual Report, detailing the compliances of corporate governance norms as enumerated in Clause 49 of the Listing Agreement with the stock exchange.

15. CONSEVARVATION OF ENEREGY, RESEARCH & DEVELOPMENT, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is given as per Annexure ''A'' and forms part of Director''s Report.

16. ACKNOWLEDGEMENTS

The Directors thank the Company''s customers, vendors, investors, business associates, bankers for their support to the company. The Directors appreciate and value the contributions made by every member of the "Sancia Global family'' across the country.

For and on behalf of the Board

Sd/-

Place: Mumbai Johnny Fernandes

Date: September 03, 2013 Managing Director


Mar 31, 2012

The Directors are pleased to present herewith 21th Annual Report of the Company together with the audited statement of accounts for the Financial Year ended 31 st March, 2012.

1. Financial Results

(In Rs.)

Particulars Year Ended Year Ended 31.03.2012 31.03.2011

REVENUE

Income from Operations 67,895,428 307,155,433

Sale of Goods - 352,616,624

Other income 4,083,941 2,550,115

Increase/ Decrease in Inventory/ Stores & Spares (7,639,943) (714,920)

Total Income 64,339,426 661,607,253

EXPENDITURE

(a) Purchase of Goods 13,790 366,265,000

(b) Operating Expenses 25,099,498 260,662,347

(c) Employment Cost 6,801,321 22,142,100

(d) Administrative, Selling & Other Expenses 2,561,241,049 336,660,475

Total Expenditure 2,593,155,658 985,729,923

Profit before interest and Depreciation and Tax (2,528,816,232) (324,122,670)

Interest & Finance Changes 13,235,424 125,739,463

Depreciation & amortization of Assets 109,170,000 178,750,215

Profit before Tax (2,651,221,656) (628,612,348)

Current Tax -

Deferred Tax 164,119,016 15,839,604

Fringe Benefit Tax - -

Net Profit After Tax (2,487,102,640) (612,772,744)

Add: Balance brought forward from previous year 161,368,155 774,157,081

Profit Available for Appropriation (2,325,734,484) 161,368,155

Dividend-Short Provision (FY.: 2008-09) - -

Tax on Dividend-Short Provision (FY.: 2008-09) - -

Balance carried to Balance Sheet (2,325,734,484) 161,384,336

Earning Par Share (Rs.) Basic (57.31) (14.12)

learning per share (Rs.) Diluted (57.31) (14.12)

Paid Up Equity Share Capital (Rs. 10/-per share) 433,988,040 433,988,040

b) Financial Restructuring:

As per the current financial Period results the Management of the Company has decided to file an application in BIFR for management Restructuring.

Erosion of Networth - Reference to Board for Industrial and financial Reconstruction (BIFR) - On Account of Losses incurred during the Period under review and also with carried forward losses of past years, the entire net worth of the Company has got eroded at the end of the period on March 31, 2012. Therefore, Company is required under the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) to make a reference to the Board for Industrial & Financial Re-construction (BIFR) for determination whether the Company is a Sick Industrial Company or not which and Company will shortly file the same.

If an order declaring the Company as Sick Industrial Company is passed, BIFR will appoint an Operating Agency to examine and recommend the measures for revival of the Sick Company. The management will take all possible steps for revival of the Unit.

3. DIVIDEND

For the financial year 2011-12 your directors have decided not to declare any dividend.

4. OPERATIONS

Construction and infrastructure is in a "momentum" growth phase and with an excellent business model coupled with strong execution capabilities and thriving order book position, the company is expected to have robust growth in income and profitability.

Considering the immense potential in the field, your company has entered into trading in steel and coal. Going forward we anticipate consistent revenues from this sphere as well.

5. DIRECTORS'RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your Directors would like to confirm that:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) that we have selected such 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 2010-2011 and the profit/ Loss of the Company for that year.

(iii) that we have 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 fraud and other irregularities

(iv) that we have prepared the annual accounts on a going concern basis,

6. TERM DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits as per section 58A of the Companies Act 1956, was outstanding on the date of the Balance Sheet.

7. SUBSIDIARIES

The Report of Directors and Statement of Accounts of subsidiary Petrogrema Overseas PTE Ltd. together with the Auditors' Report thereon, are attached. The requisite statement pursuant to Section 212 of the Companies Act, 1956, related to these subsidiary companies is also attached herewith.

8. PERFORMANCE

During the year under review, Turnover and Net Loss for the year was Rs. 678.95 Lacs and Rs. 24871.03 Lacs as compared to the previous year Rs. 6,597.72 Lacs and Rs.6,127.89 Lacs The Decrease in the Turnover is due to poor capacity utilization, financial crises and Amortisation of machineries in the business.

The Company has taken over "Saw Pipe Division" of Sancia Infraglobal Private Limited on a going concern basis with full assets and liabilities of the "Saw Pipe Division".

9. INTERNAL CONTROLS & ADEQUACY

Your Company has adequate system of internal controls to ensure that all assets are safeguarded, transactions are authorized, optimum utilization of resources, costs are controlled, reporting of financial transactions and compliance with applicable law and regulations.

10. DIRECTORS

During the year:

Mr. Pradeep Sutodia, Director of the Company, retirds"by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Arun Kumar Ray who was appointed as an Additional Director, has been Managing Director of the Company for the period of 3 years w.e.f. February 14, 2012 subject to the approval of the shareholders of the Company in the ensuring Annual General Meeting of the Company.

Mr. Kishore Kumar Damani and Mr. Ravi Kumar Mandol were appointed as a,Director of the Company w.e.f. August 17,2011 and January 30,2012.

Mr. Hariharan Nurani who was appointed as a Director of the Company w.e.f. May 13, 2011 have resigned w.e.f. February 01,2012

11. AUDITORS

M/s. Rahul Bansal & Associates, Chartered Accountants, who are statutory auditors of the Company, retire from the company as he expressed

12. AUDITOR'S REPORT

Your directors are of the view that Notes to the Accounts adequately provide the necessary information and answer the observations of the Auditors in their Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the listing agreement, the management discussions and analysis report is annexed hereto and forms part of this report.

14. CORPORATE GOVERNANCE

A report on Corporate Governance, along with a certificate from the Statutory Auditors and a certificate from the Managing Director has been included in the Annual Report, detailing the compliances of corporate governance norms as enumerated in Clause 49 of the Listing Agreement with the stock exchange.

15. CONSEVARVATION OF ENEREGY, RESEARCH & DEVELOPMENT, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required "under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is given as per Annexure 'A' and forms part of Director's Report.

16. ACKNOWLEDGEMENTS

The Directors thank the Company's customers, vendors, investors, business associates, bankers for their support to the company. The Directors appreciate and value the contributions made by every member of the "Sancia Global family" across the country.

For and on behalf of the Board

Sd/-

Place: Mumbai Johnny Fernandes

Date : May 23,2012 Whole Time Director


Mar 31, 2010

The Directors are pleased to present herewith 19th Annual Report of the Company together with the audited statement of accounts for the Financial Year ended 31st March, 2010.

1. Financial Results

(In Rs.)

Particulars Year Ended Year Ended

31.03.2010 31.03.2009

REVENUE

Income from Operations 1,99,00,86,514 2,06,80,30,318

Sale of Goods 1,19,58,33,640 88,76,91,500

Other Income 3,65,00,414 1,06,98,166

Increase/ Decrease in Stores & Spares (4,17,762) (6,07,216)

Total Income 3,22,20,02,806 2,96,58,12,768

EXPENDITURE

(a) Purchase of Goods 1,12,89,43,460 86,07,15,430

(b) Operating Expenses 1,68,10,71,245 1,38,29,02,433

(c) Employment Cost 1,66,37,669 1,97,15,015

(d) Administrative, Selling & Other Expenses 7,08,05,037 6,21,15,308

Total Expenditure 2,89,74,57,411 2,32,54,48,186

Profit before Interest and Depreciation and Tax 32,45,45,395 64,03,64,582

Interest & Finance Changes 13,30,04,999 9,29,48,394

Depreciation 18,16,25,743 13,39,33,694

Profit before Tax 99,14,653 41,34,82,494

Current Tax (63,76,411) (4,85,55,258)

Deferred Tax 2,06,37,901 (10,15,43,591)

Fringe Benefit Tax - (4,55,708)

Net Profit After Tax 2,41,76,143 26,29,27,937

Add: Balance brought forward from previous year 75,50,39,388 51,22,36,551

Profit Available for

Appropriation 77,92,15,531 77,51,64,488

Dividend-Short Provision (F.Y.: 2008-09) 43,23,462 1,72,00,940

Tax on Dividend-Short Provision (F.Y.: 2008-09) 7,34,988 29,24,160

Balance carried to Balance Sheet 77,41,57,081 75,50,39,388

Earning Per Share (Rs.) Basic 0.11 17.28

Earning per share (Rs.) Diluted - -

Paid Up Equity Share Capital (Rs.10/- per share) 43,04,88,040 15,21,77,660

Reserve Excluding Revaluation Reserve 2,44,73,07,579 1,36,35,51,546



2. DIVIDEND

For the financial year 2009-10 your directors have decided not to declare any dividend.

3. OPERATIONS

Construction and infrastructure is in a "momentum" growth phase and with an excellent business model coupled with strong execution capabilities and thriving order book position, the company is expected to have robust growth in income and profitability.

Considering the immense potential in the field, your company has entered into trading in steel and coal. Going forward we anticipate consistent revenues from this sphere as well.

4. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your Directors would like to confirm that: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed

(ii) that we have selected such 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 2009-2010 and the profit / Loss of the Company for that year.

(iii) that we have 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 fraud and other irregularities

(iv) that we have prepared the annual accounts on a going concern basis.

5. TERM DEPOSITS

The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits as per section 58A of the Companies Act 1956, was outstanding on the date of the Balance Sheet.

6. SUBSIDIARIES

The Report of Directors and Statement of Accounts of subsidiary Petrogrema Overseas PTE Ltd. together with the Auditors Report thereon, are attached. The requisite statement pursuant to Section 212 of the Companies Act, 1956, related to these subsidiary companies is also attached herewith.

7. PERFORMANCE

The performance of your company during, the year under review has been encouraging. During the year under review, Turnover and Net Profit for the year was Rs.31859.20 Lacs and Rs.241.76 Lacs as compared to the previous year Rs.29557.22 Lacs and Rs.2629.28 Lacs. The increase in the Turnover is due to better capacity utilization, good customer relationship and introduction of new machineries in the business.

8. INTERNAL CONTROLS & ADEQUACY

Your Company has adequate system of internal controls to ensure that all assets are safeguard, transactions are authorized, optimum utilization of resources, costs are controlled, reporting of financial transactions and compliance with applicable law and regulations.

9. DIRECTORS

Mrs. Mridula Krishna, Director of the Company, retires by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting.

Mr. Shamsher Singh Sohi who was appointed as director of the Company on 30th October, 2009 resigned from the office of the Director of the Company on 5th March, 2010. The Board places on record their deep appreciation for the services rendered by him during his tenure on the Board.

Mr. Sashi Kant Modi who was appointed as director of the Company on 30th July, 2009 resigned from the office of the Director of the Company on 30th October, 2009. The Board places on record their deep appreciation for the services rendered by him during his tenure on the Board.

Mr. Prasanta Kumar Mohanty who was appointed as director of the Company on 30th October, 2009 resigned from the office of the Director of the Company on 30th December, 2009. The Board places on record their deep appreciation for the services rendered by him during his tenure on the Board.

Mr. Jiwraj Khaitan who was appointed as director of the Company on 30th December, 2005 resigned from the office of the Director of the Company on 11th August, 2009. The Board places on record their deep appreciation for the services rendered by him during his tenure on the Board.

Mr. Prem Nath Sharma was appointed as the director of the Company on 30th October, 2009 resigned from the office of the Director of the Company on 5th March, 2010. The Board places on record their deep appreciation for the services rendered by him during his tenure on the Board.

Mr. Rishi Raj Agarwal who was the Managing Director of the Company resigned from his office on 15th May, 2010 as the Managing Director of the Company and he has also resigned from the office of the Director of the Company on 17th August, 2010. The Board places on record their deep appreciation for the services rendered by Shri Rishi Raj Agarwal during their tenure on the Board.

Shri Ratan Lal Tamakhuwala, were appointed as additional directors of the Company during the year. They will hold his office as such till the ensuing Annual General Meeting. The Company has received a Notice under Section 257 of the said act from a shareholder proposing the candidature of the said Additional Directors for the office of Director of the Company.

Mr. Johnny Femandes was appointed as the Additional Director and subsequently as Whole-time Director of the Company the members approval for which is sort in the ensuing Annual General Meeting.

Shri Sunil Kumar Mandloi was also appointed as the Additional Director and subsequently as Managing Director of the Company the members approval for which is sort in the ensuing Annual General Meeting and he will not be liable to retire by rotation.

10. AUDITORS

M/s. T.N. Datta & Associates, Chartered Accountants, who are statutory auditors of the Company, hold office in accordance with the provisions of the Act, upto the conclusion of the forthcoming, Annual General Meeting and are eligible for re-appointment.

11. AUDITORS REPORT

Most of the adverse remarks and qualifications in the Auditors Report are due to non availability of documents and information all of which were destroyed due to an accident and is beyond the control of the company and its directors. Your directors are of the view that Notes to the Accounts adequately provide the necessary information and answer the observations of the Auditors in their Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the listing agreement, the management discussions and analysis report is annexed hereto and forms part of this report.

13. CORPORATE GOVERNANCE

A report on Corporate Governance, along with a certificate from the Statutory Auditors and a certificate from the Managing Director has been included in the Annual Report, detailing the compliances of corporate governance norms as enumerated in Clause 49 of the Listing Agreement with the stock exchange.

14. CONSEVARVATION OF ENEREGY, RESEARCH & DEVELOPMENT, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is given as per Annexure A and forms part of Directors Report.

15. ACKNOWLEDGEMENTS

The Directors thank the Companys customers, vendors, investors, business associates, bankers for their support to the company. The Directors appreciate and value the contributions made by every member of the "Sancia Global" family across the country.

For and on behalf of the Board

Sd/- Sd/-

Place: Mumbai Sunil Mandloi Johnny Fernandes Date : September 05, 2010 Managing Director Whole Time Director


Mar 31, 2009

The Directors are pleased to present herewith 18th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2009.

(Rs. In lacs) Particulars 31.03.09 31.03.08

Income from Operations 20,680.30 23,562.02 Sales of Goods 8,876.92 2,325.70 Other Income 106.98 335.33 Total Income 29,664.20 26,223.05 Operating Expenditure 23,260.56 21,174.28 Profit before depreciation interest and tax 6,403.64 5,048.77 Interest & Finance charges 929.48 314.91 Depreciation 1339.33 762.27 Profit before taxes 4,134.83 3,971.59 Provision for taxes 1,505.55 816.55 Depreciation written back - 562.43 Net Profit for the year 2,629.28 3,717.47 Balance brought forward from previous year 5,122.37 1,582.95 Amount available for appropriation 7,751.65 5,300.42 Appropriations: Proposed final Dividend 172.01 152.18 Tax on Dividends 29.24 25.87 Balance carried to Balance Sheet 7,550.40 5,122.37

DIVIDEND

Your Directors are pleased to recommend dividend of 5% (Rs 0.50/- per equity share) for the year ended 31st March, 2009 on Equity Share Capital of Rs. 34.40 Cr. involving an outgo of Rs. 172.01 Lacs. Additionally, dividend distribution tax will involve an outlay of Rs. 29.24 Lacs.

OPERATIONS

1- The Company has informed that an EGM (Extra Ordinary General Meeting) was held on 1st June, 2009 and passed a special resolution to increase its Authorised Share Capital from Rs. 32,30,00,000 divided into 3,23,00,000 equity shares of Rs. 10 each to Rs. 75,00,00,000 divided into 7,50,00,000 equity shares of Rs. 10 each by the creation of 4,27,00,000 equity shares of Rs. 10 each ranking pari passu with the existing equity shares and an special resolution has been passed for preferential allotment of warrants for an amount of Rs. 4,90,00,000 divided into equity shares of Rs. 10 each.

2- The Company informed that on 12th June, 2009 the Board allotted 86,50,000 equity shares, on 22nd June, 2009 the Board allotted, 93,90,000 equity shares and on 23rd October, 2009 the Board allotted 35,00,000 equity shares on conversion of warrants to the Promoter/Non-Promoter group on exercise of option attached to the warrant holders to acquire one fully paid up equity share within 18 months from the date of allotment of the warrants in accordance with Securities and Exchange Board of India (Disclosure & Investor Protection) Guidelines, 2000 as amended from time to time.

3- A Board meeting was held on 22nd June, 2009 to approve the issue and allotment of an aggregate 11,44,113 fully paid equity shares of Rs. 10 each to the investors who have exercised their right to convert FCCBs of USD 82,05,5000.

FUTURE EXPANSION PLANS

Construction and infrastructure is in a "momentum" growth phase and with an excellent business model coupled with strong execution capabilities and thriving order book position, the company is expected to have robust growth in income and profitability.

The Company has planned to enter into commodity trading into (Coal, Iron ore, Urea etc.) business in a big way. The Company plans to become one of the top trading houses of India by 2011.

Directors

Pursuant to the provisions of Section 260 of the Companies Act, 1956 Ms. Mridula Krishna, Mr. P.N. Sharma and Mr.Prasanta Mohanty were appointed as Additional Directors on the Board of Directors of the Company. The Company has received notice along with a deposit in terms of Section 257 of the Companies Act, 1956, from a member, proposing their candidature for the office of Directors of the Company.

SUBSIDIARIES

The Report of Directors and Statement of Accounts of subsidiary Petrogrema Overseas PTE Ltd. together with the Auditors Report thereon, are attached. The requisite statement pursuant to Section 212 of the Companies Act, 1956, related to these subsidiary Companies is also attached herewith.

PERFORMANCE

The performance of your company during the year under review has been encouraging. During the year under review, Turnover and Net Profit for the year was Rs. 29557.22 Lacs and Rs. 2629.28 Lacs as compared to the previous year Rs. 25887.72 Lacs and Rs. 3717.46 Lacs respectively thus recording an increase in Turnover by 14.17% and decrease in Net profit by 29.27% respectively. The increase in the Turnover is due to better capacity utilization, good customer relationship and introduction of new machineries in the business.

INTERNAL CONTROLS & ADEQUACY

Your Company has adequate system of internal controls to ensure that all assets are safeguarded, transactions are authorized, optimum utilization of resources, costs are controlled, reporting of financial transactions and compliance with applicable law and regulations.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the listing agreement, the Management Discussions and Analysis Report is annexed hereto and forms part of this report.

CORPORATE GOVERNANCE

A report on Corporate Governance, along with a certificate from the Statutory Auditors and a certificate from the Managing Director have been included in the Annual Report, detailing the compliance of corporate governance norms as enumerated in Clause 49 of the Listing Agreement with the stock exchange.

FIXED DEPOSITS

The Company has not accepted any deposit nor has it any outstanding deposit as defined under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS REPORT

Your Directors are of the view that Notes to the Accounts adequately provide the necessary information and answer the observations of the Auditors in their Report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is given as per Annexure A and forms part of Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors would like to confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such 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.

iii. The Directors have 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 fraud and other irregularities.

iv. The Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors thank the Companys customers, vendors, investors, business associates, bankers for their support to the company. The Directors appreciate and value the contributions made by every member of the "Gremach" family across the country.

For and on behalf of the Board of Directors Place: Mumbai Ratan Lal Tamakhuwala Date: 28th November, 2009 Chairman

 
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