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Directors Report of Sea Gold Infrastructure Ltd.

Mar 31, 2014

The Members

The Directors present the 20th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL PERFORMANCE OF THE COMPANY (Amount in Rupees) Current Year Ended Previous Year Ended 31.03.2014 31.03.2013

Income

Income from operations Nil Nil

Other Income 8,60,056 1,80,165

Interest from Bank Nil Nil

Expenditure 12,78,166 6,45,204

Depreciation Nil Nil

Net Profit / (Loss) for the year (4,18,110) (4,65,039)



OPERATIONS

During the year under review, no operations were carried out by the Company. As informed earlier, all assets of the Company have been disposed off. It may be noted that during the year under review, the Company has implemented the Scheme of Arrangement under section 391 read with Section 100 of the Companies Act, 1956, approved by the Hon''ble High Court of Andhra Pradesh.

Pursuant to the said Scheme, your Company has completed the process of the Change in Main Objects of the Company from Aqua Culture and other allied activities to Infrastructure Activities by passing the resolution through postal ballot on 05th October, 2012 Mr. Manoj Kumar Koyalkar, Company secretary in practice, AGR Reddy & Co, Hyderabad was appointed as scrutinizer for the postal ballot to conduct the postal ballot process in fair and transparent manner. The resolu- tion was passed with the requisite majority.

The Name of the Company has been changed from Sea Gold Aqua Farms Limited to Sea Gold Infrastructure Limited with effect from 31st October, 2012.

The process of Listing of the 50,00,000 (Fifty Lacs Equity Shares) allotted pursuant to the ap- proved Scheme of Arrangement by the Hon''ble High Court of Andhra Pradesh on the Bombay Stock Exchange is under progress.

SHARE CAPITAL

The Authorised Share Capital of the company as on March 31, 2014 is Rs. 5,50,00,000 divided into 55,00,000 equity shares of Rs.10/- each.

The Issued, Subscribed and Paid up Share Capital of the Company as on March 31st, 2014 is Rs.5,44,82,400/- (Rupees Five Crores Forty Four Lakhs Eighty Two Thousand Four Hundred only) divided into 54,48,240 (Fifty Four Lakhs Forty Eight Thousand two Hundred and Forty) Equity Shares of Rs.10/- (Rupees Ten) each.

DIVIDEND:

As there are no adequate profits in this financial year, the Company did not declare any dividend.

TRANSFER TO RESERVE:

There were no transfers to Reserves during the financial year 2013-2014.

DIRECTORS

Mr. Sreedhar Ikkurthi and Mr. Veera Raghavan Pathasarathy, Directors of the Company, resigned on 3rd July, 2014.

Approval of the shareholders is being sought for re-appointment of Sri. V.Thapovardhan, who retires by rotation at forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment in accordance with the Articles of Association and Companies Act, 2013.

Sri. Eswar Chandra Vidya Sagar Magham was appointed as Additional Director of the Company effect from July 03, 2014, in accordance with Article of the Articles of Association of the Company and Section 161 of the Companies Act, 2013 (the Act). Sri. Eswar Chandra Vidya Sagar Magham holds office only upto the date of the forthcoming AGM and a Notice under Section 160(1) of the Act has been received from Sri. Eswar Chandra Vidya Sagar Magham signifying his intention to propose himself for the appointment as an Independent Director. His appointment requires the approval of the Members at the ensuing AGM.

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreement entered into with Stock Exchange appointed Sri. Korapati Venktateswara Rao, Sri. Veerapaneni Venkata Satish, Sri. Syed Khaleel Ahmed and Sri. Eswar Chandra Vidya Sagar Magham as Independent Direc- tors of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49. In accor- dance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s. G.C.Reddy & Associates, Chartered Accountants, Hyderabad, retire at this AGM, have signified their willingness for their re-appointment and have confirmed their eligibility under section 139(1) of the Companies Act, 2013. Members are re- quested to reappoint them for a period of three years and to authorize the Board to fix their remuneration.

REPLIES TO AUDITORS'' REPORT:

The observations of the auditors are explained, wherever necessary, in appropriate notes to the accounts.

FIXED DEPOSITS

The Company has not raised any fixed Deposits as on 31st March, 2014 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There is no amount outstanding or due to any deposit holder.

MANAGEMENT DISCUSSION ANALYSIS

A detailed section on Management Discussion and Analysis, pursuant to the Clause 49 of the Listing Agreement is enclosed as an Annexure II to this Annual Report.

LISTING

Details of Listing are annexed to the Corporate Governance Report.

DEMATERIALIZATION OF SHARES

All the shares are held in physical mode and are not admitted in Demat mode either by NSDL or CDSL. However, your Company has initiated the process of Capital Admission of the existing shares and shares allotted pursuant to Scheme of Arrangement approved by the Hon''ble High Court of Andhra Pradesh in both NSDL and CDSL.

REQUIREMENTS UNDER CLAUSE 49 OF LISTING AGREEMENT

In accordance with the Listing agreement, a report on (a) Corporate governance and (b) Man- agement Discussion & Analysis Report is annexed herewith.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY AND ABSORPTION, FOR- EIGN EXCHANGE OUT GO

Particulars with respect to Conservation of Energy as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company since there are no activities.

Foreign Exchange inflow : Nil

Foreign Exchange outflow : Nil

PARTICULARS OF EMPLOYEES

In pursuance of section 217(2A) of the Companies Act, 1956 none of the employees of the Company was drawing a remuneration exceeding Rs 60,00,000/- per annum or Rs 5,00,000/- per month or part thereof.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, your Directors wish to confirm that:

i. in the preparation of the Annual Accounts for the financial year ending 31st March, 2014, the applicable accounting standards have been followed along with proper explanations relat- ing to material departures, if any;

ii. such Accounting policies have been selected and applied consistently and judgments and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

iii. proper and sufficient care for the maintenance of adequate accounting records in accor- dance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting any fraud or other irregularities has been taken; and

iv. accounts for the financial year ended on 31st March, 2014 are prepared on a going-concern basis.

CORPORATE GOVERNANCE:

Our Directors re-affirm their continued commitment to good corporate governance practices and our company adheres to all major stipulations in this regard as provided in clause 49 of the Listing Agreement which relate to corporate governance.

A detailed report on the Corporate Governance, enclosed as Annexure together with a certificate from M/s G.C.Reddy & Associates, Chartered Accountants, forms part of this report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere appreciation and wish to express their thanks for the guidance and assistance received from State & Central government agencies, BSE, Company''s clients, Share holders for their continued support and faith in the Company.

By order of the Board For Sea Gold Infrastructure Limited

Sd/- Sd/- Date: 28.07.2014 P.V.Krishna Reddy Syed Khaleel Ahmed Place: Hyderabad Managing Director Director DIN No: 00308975 DIN No: 05347153


Mar 31, 2013

To The Members

The Directors present the 19* Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31 * March, 2013.

FINANCIAL PERFORMANCE OF THE COMPANY

(Amount in Rupees)

Current Year Ended Previous Year Ended 31.03.2013 31.03.2012

Income

- Income from operations Nil Nil

-Other Income 1,80,165 Nil

- Interest from Bank Nil Nil

Expenditure 6,45,204 20,000

Depreciation Nil Nil

Net Profit / (Loss) for the year (4,65,039) (20,000)



OPERATIONS

During the year under review, no operations were carried out by the Company. As informed earlier, ail assets of the Company have been disposed off. It may be noted that during the year under review, the Company has implemented the Scheme of Arrangement under section 391 read with Section 100 of the Companies Act, 1956, approved by the Hon''ble High Court of Andhra Pradesh.

Pursuant to the said Scheme, your Company has completed the process of the Changing in Main Objects of the Company from Aqua Culture and other allied activities to Infrastructure Activities by passing the resolution through postal ballot on 05th October, 2012. Mr Manoj Kumar Koyalkar, Company Secretary in practice, AGR Reddy & Co, Hyderabad was appointed as scrutinizer for the postal ballot to conduct the proceedings in fair and transparent manner. The resolution was passed with a requisite majority.

The Name of the Company has been changed from Sea Gold Aqua Farms Limited to Sea Gold Infrastructure Limited with effect from 31st October, 2012.

The process of Listing of 50,00,000 (Fifty Lac) Equity Shares allotted pursuant to the approved Scheme of Arrangement by the Hon''ble High Court of Andhra Pradesh on the Bombay Stock Exchange is under progress.

STATUTORY AUDITORS

M/s. QC.Reddy & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re- appointment. The Statutory Auditors have intimated to the Company that the appointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act, 1956 and that they are not otherwise disqualified within the meaning of subsection (3) of section 226 to the Companies Act, 1956, for such appointment.

The notes to the accounts referred to in the Auditors'' Report is self explanatory and therefore do not call for any further Comments.

FIXED DEPOSITS

The Company has not raised any fixed Deposits as on 31st March, 2013 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There is no amount outstanding or due to any deposit holder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed section on Management Discussion and Analysis, pursuant to the Clause 49 of the Listing Agreement is enclosed as an Annexure - II to this Annual Report.

LISTING

Details of Listing are annexed to the Corporate Governance Report.

SHARE CAPITAL

The Paid up Share Capital of the Company as on March 31st, 2013 is Rs.5,44,82,400/- (Rupees Five Crores Forty Four Lakhs Eighty Two Thousand Four Hundred only) divided into 54,48,240 (Fifty Four Lakhs Forty Eight Thousand two Hundred and Forty) Equity Shares of Rs.10/- (Rupees Ten) each.

DEMATERIALIZATION OF SHARES

All the shares are held in physical mode and are not admitted in Demat mode either by NSDL or CDSL. However, your Company has initiated the process of Capital Admission of the existing shares and shares allotted pursuant to Scheme of Arrangement approved by the Hon''ble High Court of Andhra Pradesh in both NSDL and CDSL.

REQUIREMENTS UNDER CLAUSE 49 OF LISTING AGREEMENT

In accordance with the Listing agreement, a report on (a) Corporate governance and (b) Management Discussion & Analysis Report is annexed herewith.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY AND ABSORPTION, FOREIGN EXCHANGE OUT GO

Particulars with respect to Conservation of Energy as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company since there are no activities.

Foreign Exchange inflow : Nil

Foreign Exchange outflow : Nil

PARTICULARS OF EMPLOYEES

In pursuance of section 217(2A) of the Companies Act, 1956 none of the employees of the Company was drawing a remuneration exceeding Rs 60,00,000/- per annum or Rs 5,00,0007- per month or part thereof.

DIRECTORS

Sri Veera Raghavan Pathasarathy and Sri.VBMHHHfi Directors retire by rotation at this Annual General Meeting and being eligible offers themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, your Directors wish to confirm that:

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. such Accounting policies have been selected and applied consistently and judgments and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

iii. 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 any fraud or other irregularities has been taken; and

iv. accounts for the financial year ended on 31 st March, 2013 are prepared on a going-concern basis.

CORPORATE GOVERNANCE:

Our Directors re-affirm their continued commitment to good corporate governance practices and our company adheres to all major stipulations in this regard as provided in clause 49 of the Listing Agreement which relate to corporate governance.

A detailed report on the Corporate Governance, enclosed as Annexure -1 together with a certificate from M/s GC.Reddy & Associates, Chartered Accountants, forms part of this report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their sincere appreciation and wish to express their thanks for the guidance and assistance received from State & Central government agencies, BSE, Company''s clients, Share holders for their continued support and faith in the Company.



For and on behalf of Board of Directors of

Sea Gold Infrastructure Limited



Sd/- Sd/- Date: 2.09.2013 P.V. Krishna Reddy Syed Khaleel Ahmed

Place: Hyderabad Managing Director Director


Mar 31, 2012

To The Members

The Directors present the 18th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2012.

FINANCIAL PERFORMANCE OF THE COMPANY

(Amount in Rupees)

Current Year Ended Previous Year Ended 31.03.2012 31.03.2011

Income 0 0

- Profit on sale of assets 0 0

- Credit Balances Written Off 0 0

- Interest from Bank 0 0

Expenditure (20,000) (17,760)

Depreciation 0 -

Net Profit / (Loss) for the year (20,000) (17,760)

OPERATIONS

During the year under review, no operations were carried out by the Company, as informed earlier, all assets of the Company have been disposed off. It may be noted that during the year under review, the Company obtained approval for the Scheme of Arrangement under section 391 read with Section 100 of the Companies Act, 1956, between the Company and its members from the Hon''ble High Court of Andhra Pradesh. The Board of Directors has initiated the process of implementing the scheme.

STATUS ON IMPLEMENTATION OF SCHEME OF ARRANGEMENT

(till the date of submission of this report):

I. Allotment of Shares to New Promoters and Associates and Conversion of Unsecured Loans

(i) Pursuant to the Scheme of Arrangement the Company has allotted 37,50,000 Equity Shares of Rs.10/- each aggregating to Rs.3,75,00,000/- to New promoters and Associates on Preferential Basis;

(ii) Your Company has converted Unsecured loans availed from persons other than promoters aggregating to Rs.1,25,00,000/- into 12,50,000 Equity shares of Rs 10/- .

II. Change in Main Objects and Name of the Company

Your Company has initiated the process of the Change in Main Objects of the Company from Aqua Culture and other allied activities to Infrastructure Activities. Also it is proposed to Change the Name of the Company to M/s Sea Gold Infrastructure Limited.

III. Listing of Shares allotted pursuant to Scheme of Arrangement

Your Company has initiated the process of Listing of the 50,00,000* (Fifty Lac) Equity Shares of the Company, allotted on preferential basis, pursuant to the Scheme of Arrangement, as approved by the Hon''ble High Court of Andhra Pradesh with the Bombay Stock Exchange.

*50,00,000 (Fifty Lac) Equity shares allotted on Preferential Basis, pursuant to the Scheme of Arrangement, as approved by the Hon''ble High Court of Andhra Pradesh includes:

(i) 37,50,000 Equity shares of Rs. 10/- each aggregating to Rs.3,75,00,000/- to New Promoters and Associates and

(ii) Conversion of Unsecured Loans amounting to Rs.1,25,00,000/- availed from persons other than promoters into 12,50,000 Equity Shares of Rs.10/- each

IV. Change in Management of the Company

Under the approved Scheme of Arrangement, the Management of the Company will vest with the New Promoters and associates i.e., Mr.P.V.Krishna Reddy, Mr. Rajasekhar Reddy Mathura and others.

STATUTORY AUDITORS

M/s. G.C.Reddy & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Statutory Auditors have intimated to the Company that the appointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act, 1956 and that they are not otherwise disqualified within the meaning of subsection (3) of section 226 to the Companies Act, 1956, for such appointment.

The notes to the accounts referred to in the Auditors'' Report is self explanatory and therefore do not call for any further Comments.

SECRETARIAL COMPLIANCE CERTIFICATE

Certificate from the M/s AGR Reddy & Co., Company Secretaries, Hyderabad, as stipulated in Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is attached to the Directors'' Report, forms part of this Annual Report.

FIXED DEPOSITS

The Company has not raised any fixed Deposits as on 31st March, 2012 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There is no amount outstanding or due to any deposit holder.

MANAGEMENT DISCUSSION ANALYSIS

A detailed section on Management Discussion and Analysis, pursuant to the Clause 49 of the Listing Agreement is enclosed as an Annexure - II to this Annual Report.

LISTING

Details of Listing are annexed to the Corporate Governance Report.

SHARE CAPITAL

The Paid up Share Capital of the Company as on 31st March, 2012 is Rs. 44,82,400 (Rupees Forty Four Lacs Eighty Two Thousand and Four Hundred Only) divided into 4,48,240 (Four Lac Forty Eight Thousand Two Hundred and Forty) Equity Shares of Rs.10 (Rupees Ten) each.

DEMATERIALIZATION OF SHARES

All the shares are held in physical mode and are not admitted in Demat mode either by NSDL or CDSL. However, your Company has initiated the process of Capital Admission of the existing shares and shares allotted pursuant to Scheme of Arrangement approved by the Hon''ble High Court of Andhra Pradesh, in NSDL and CDSL.

REQUIREMENTS UNDER CLAUSE 49 OF LISTING AGREEMENT

In accordance with the Listing agreement, a report on (a) Corporate governance and (b) Management Discussion & Analysis Report is annexed herewith.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY AND ABSORPTION, FOREIGN EXCHANGE OUT GO

Particulars with respect to Conservation of Energy as required under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company since there are no activities.

Foreign Exchange inflow: Nil

Foreign Exchange outflow: Nil

PARTICULARS OF EMPLOYEES

In pursuance of section 217(2A) of the Companies Act, 1956 none of the employees of the Company was drawing a remuneration exceeding Rs 60,00,000 per annum or Rs 5,00,000 per month or part thereof.

DIRECTORS

(i) Sri V.Thapovardhan and Sri Korapati Venkateswara Rao retire by rotation in this Annual General Meeting and being eligible offers themselves for re-appointment.

(ii) Sri V.Venkata Satish, Sri Rajasekhar Mathura, Sri Syed Khaleel Ahmed, Sri. V.R.Parthasarathy and Sri. Sreedhar Ikkurthi who were appointed as Additional Directors of the Company under Section 260 of the Companies Act, 1956, shall be regularized at this Annual General Meeting.

(iii) Sri. Venkata Krishna Reddy Panati, Additional Director of the Company, shall be appointed as Managing Director with Remuneration.

(iv) Sri. Harshavardhan Pedakala who was appointed as an Additional Director on 10th July, 2012 has expressed his unwillingness to get regularized as Director to retire by rotation, hence will not be regularized as Director at this Annual General Meeting and will cease to act as Director of the Company with effect from the date of this Annual General Meeting.

(v) Sri Raghava Prasad who is liable to retire by rotation at this Annua! General Meeting has expressed his un-willingness for re-appointment and hence will cease to act as director at this Annual General Meeting and no other person is proposed to be appointed in his place.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, your Directors wish to confirm that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures , if any;

(b) such Accounting policies have been selected and applied consistently and judgments and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) 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 any fraud or other irregularities has been taken; and

(d) accounts for the financial year ended on 31st March, 2012 are prepared on a going-concern basis.

CORPORATE GOVERNANCE:

Our Directors re-affirm their continued commitment to good corporate governance practices and our company adheres to all major stipulations in this regard as provided in clause 49 of the Listing Agreement which relate to corporate governance.

A detailed report on the Corporate Governance, enclosed as Annexure -1 together with a certificate from M/s G.C.Reddy & Associates, Chartered Accountants, forms part of this report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their sincere appreciation and wish to express their thanks for the guidance and assistance received from State & Central government agencies, BSE, Company''s clients, Share holders for their continued support and faith in the Company.

By Order of the Board

for Sea Gold Aqua Farms Limited

Sd/- Sd/-

Date : 25.08.2012 P.V.Krishna Reddy K.Venkateswara Rao

Place : Hyderabad Managing Director Director


Mar 31, 2011

The Directors submit you this report for the Financial Year ended 31st March 2011.

Financial Performance of the Company:

(Amount in Rupees)

Current Year Ended Previous Year Ended

31.03.2011 31.03.2010

Income: - 3,52,42,069

- Profit on sale of assets Nil 1,20,91,532

- Credit Balances Written Off Nil 2,30,71,149

- Interest from Bank Nil 78,688

Expenditure 17,760 2,57,77,181

Depreciation - 1,52,239

Net Profit / (Loss) for the year (17,760) 93,11,949

Operations:

During the year under review, no operations were carried out by the Company. As informed earlier, all assets of the Company have been disposed off. It may be noted that during the year under review, the Company obtained approval for the Scheme of Arrangement under section 391 read with section 100 of the Companies Act, 1956, between the Company and its members from the Hon'ble High Court of Andhra Pradesh. The Board of Directors have considered the Scheme of Arrangement, which is implemented from the effective date i.e. August 27th 2011.

Status on implementation of Scheme of Arrangement:

As per the Scheme the following actions have been initiated by the Board of Directors of your Company:

(i) Paid up Capital of the Company stand reduced from Rs.4,48,24,000 (Rupees Four Crores Forty Eighty Lacs and Twenty Four Thousand) divided into 44,82,400 (Forty Four Lacs Eighty Two Thousand and Four Hundred) Equity Shares of Rs.10 (Rupees Ten) each to Rs.44,82,400 (Rupees Forty Four Lacs Eighty Two Thousand and Four Hundred) divided into 4,48,240 (Four Lacs Forty Eight Thousand Two Hundred and Forty) Equity Shares of Rs.10/- (Rupees Ten) each. Accordingly number of shares shall be reduced from the holdings of the shareholders.

For example a person who is holding 100 (One Hundred) shares of Rs10/- (Rupees Ten) each aggregating to Rs.1,000/- (Rupees One Thousand) shall hold (after reduction) 10 (Ten) shares of Rs.10/- (Rupees Ten) each aggregating to Rs.100/- (Rupees Hundred).

As informed elsewhere in this report, the shareholders are requested to surrender their old share certificate and replace the same with new certificate, for which the Book Closure date is considered as record date for effective surrendering of old share certificates.

(ii) Amendment of Main Objects Clause in Memorandum of Association of the Company

The present Main Objects of the Company as per Clause IIIA of Memorandum of Association of the Company, interlaid allows the Company to carry on the business of Aqua Culture and other allied activities.

Under the approved Scheme, your Company will be undertaking the following new main objects including generation of power through windmills, hydro power and other sources and infrastructure projects.

(iii) Change In Management of the Company

Under the approved Scheme, the management of the Company will vest with new promoters i.e Mr C. Niranjan Reddy, Mr. M. Rajasekhara Reddy, Mr. Harshavardhan and associates.

(iv) Issue of 50,00,000 Equity Shares of Rs.10/- Each on Preferential Basis to New Promoters and Associates and conversion of Unsecured Loans to Equity Capital.

(a) To augment the resources for diversification into new business activities, viz. power generation, infrastructure projects and other allied activities, as proposed in the Scheme, your Company will be requiring additional funds which would be met by issuing 37,50,000 Equity Shares of Rs.10/- each aggregating to Rs.3,75,00,000/- to new promoters and associates, and also to issue shares by converting unsecured loans of Rs.1,25,00,000 to 12,50,000 equity shares of Rs.10/- each. The said allotment of shares to new promoters & associates may be completed in two or more trenches, as the Board of Directors may deem fit and as required by the Company from time to time. However the said amount will be brought in within the time period not exceeding 12 (twelve) months from the effective date.

(v) Summary of the Scheme:

Sl. No. Particulars As on 01-02-2010 As on effective date i.e. 28-08-2011

I. Paid Up Share Capital

(a) Share value of each share Rs.10 Rs.10

(b) No. of shares 44,82,400 4,48,240

(c) Additional shares to be issued Nil 50,00,000

(Rs.10- each)

(d) Total paid up share capital Rs. 4,48,24,000 Rs 5,44,82,400

II. Promoters

Mr. V.Thapovardhan and Mr C. Niranjan Reddy, Mr. T.Raghava Prasad Mr M.Rajasekhara

Reddy and Mr. Harsavardhan

III. Main Objects Aqua Culture Farming Power Generation and Infrastructure Projects

Statutory Auditors:

The statutory auditors of the Company M/s Venkat Srinivas & Co., Chartered Accountants, Visakhapatnam have not signified their willingness for their re-appointment and hence, the Board of Directors have recommended the appointment of M/s. G C Reddy & Associates, Chartered Accountants, Hyderabad, as Statutory Auditors of the Company.

A resolution to this effect is placed before you for approval.

Listing :

Details of Listing are annexed to the Corporate Governance Report.

Share Capital:

The Paid up Capital of the Company as on March 31, 2011 is Rs.4,48,24,000 divided into 44,82,400 Equity Shares of Rs.10 each.

Pursuant to the Scheme of Arrangement as approved by the Hon'ble High Court of Andhra Pradesh, the Paid up Capital of the Company stands reduced from Rs.4,48,24,000 to Rs.44,82,400 as explained above as on the date of report.

Dematerialization of Shares:

All the shares are held in physical mode and are not admitted in Demat mode by either NSDL and CDSL, since the Company's Net worth is less than the prescribed limits required for dematerialization of shares.

However, subsequent to allotment of new shares as mentioned above, your Company would be eligible for admission to Demat mode by both NSDL and CDSL.

Requirements under Clause 49 of Listing Agreement.

In accordance with the Listing agreement, a report on (a) Corporate governance and (b) Management Discussion & Analysis Report is annexed herewith.

Secretarial Compliance Report:

As per section 383A of the Companies Act, 1956, the Company has appointed M/s. AGR Reddy & Co, Practicing Company Secretaries to conduct Secretarial Compliance of records and the documents of the Company. The Secretarial Compliance Report for the Financial Year ended 31st March, 2011 is annexed herewith.

Fixed Deposits:

The Company has not raised any fixed Deposits as on 31st March, 2011 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There is no amount outstanding or due to any deposit holder.

Internal Control Systems:

Your Company has adequate Internal Control Systems, commensurate with its size and operations.

Particulars of Energy conservation, Technology and absorption, Foreign Exchange out go:

Particulars with respect to Conservation of Energy as required under section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company since there are no activities.

Foreign Exchange inflow : Nil

Foreign Exchange outflow: Nil

Particulars of Employees :

In pursuance of section 217(2A) of the Companies Act, 1956 none of the employees of the Company was drawing a remuneration exceeding Rs 60,00,000 per annum or Rs5,00,000 per month or part thereof.

Personnel:

Since, there are no activities carried out by the Company, there are no employees on the rolls of the Company.

Directors:

Mr. Shaji Baby John has not opted for reappointment as Director of the Company, hence he retires at this AGM and will not be re-appointed and your Board of Directors has not proposed to appoint any other person in his place.

Sri. Raghava Prasad, retires by rotation in the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. V. Thapovardhan was appointed as Managing Director, whose term comes to an end at this AGM and he has not been re-appointed as Managing Director. However, he shall continue to act as Director of the Company.

Directors' Responsibility Statement:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, your Directors wish to confirm that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures , if any;

(b) such Accounting policies have been selected and applied consistently and judgments and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) 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 any fraud or other irregularities has been taken; and

(d) accounts for the financial year ended on 31st March, 2011 are prepared on a going-concern basis.

Audit Committee:

The company has constituted the Audit Committee details of which are given the Corporate Governance Report.

Acknowledgements:

Your Directors take this opportunity to place on record their sincere appreciation and wish to express their thanks for the guidance and assistance received from State & Central government agencies, Company's clients, Bankers, Share holders for their continued support and faith in the Company.

By Order of the Board for Sea Gold Aqua Farms Limited

Sd/- Sd/-

Date : 31.08.2011 V. Thapovardhan T. Raghava Prasad

Place : Hyderabad Managing Director Director


Mar 31, 2010

The Directors submit you this report for the Financial Year ended 31st March 2010.

Financial Performance of the Company

(Amount in Rupees)

Current Year Ended Previous Year Ended

31.03.2010 31.03.2009

Income 3,52,41,369 1,34,533

- Profit on sale of assets 1,20,91,532 -

- Credit Balances Written Off 2,30,71,149 -

- Interest from Bank 78,688 1,34,533

Expenditure 2,57,77,181 36,510

Depreciation 1,52,239 17,28,424

Net Profit / (Loss) for the year 93,11,949 (16,30,401)

Operations

In spite of the best efforts put in by the Management the operations of your Company could not be revived during the year under review. Hence, the various options are being explored to make operations of your company satisfactory, in coming years. It may be noted that during the year under review, the Company has sought approval for the Scheme of Arrangement under section 391 read with section 100 of the Companies Act, 1956, between the Company and its members from Honble High Court of Andhra Pradesh and also from Bombay Stock Exchange.

Statutory Auditors

M/s. Venkat Srinivas & Co., Chartered Accountants, Statutory Auditors, of the Company who retire at this Annual General Meeting, are eligible for reappointment. They have signified their willingness for re-appointment and have confirmed their eligibility under Section 224(1 B) of the Companies Act, 1956.

Listing

Details of Listing are annexed to the Corporate Governance Report

Dematerialization of Shares

Since the Company has erosion of net worth, the NSDL and CDSL have not accepted for dematerialization of shares and hence all the shares of company are held in physical mode.

Requirements under Clause 49 of Listing Agreement.

In accordance with the Listing agreement, a report on (a) Corporate governance and (b) Management Discussion & Analysis Report is annexed herewith.

Fixed Deposits

The Company has not raised any fixed Deposits as on 31st March, 2010 so as to attract the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits) Rules, 1975 as amended from time to time. There is no amount outstanding or due to any deposit holder.

Internal Control Systems

Your Company has adequate Internal Control Systems, commensurate with its size and operations.

Particulars of Energy conservation, Technology and absorption, Foreign Exchange out go Particulars with respect to Conservation of Energy as required under section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company since your company is not Manufacturing Company.

Foreign Exchange inflow : Nil

Foreign Exchange outflow: Nil

Particulars of Employees

In pursuance of section 217(2A) of the Companies Act, 1956 none of the employees of the Company was drawing a remuneration exceeding Rs 24,00,000 per annum or Rs 2,00,000 per month or part thereof

Personnel

Your Directors place on record their appreciation for the services rendered by the employees. The relation between the management and the workers has been cordial through out the year.

Directors

Sri. Korapati Venkateswara Rao, retires by rotation in the ensuing Annual General Meeting and being eligible offers himself for reappointment. Board recommends his appointment as per the resolution placed before you for approval

Sri. Krishna Reddy Chintam, was appointed as Director of the Company. Board recommends his appointment as per the resolution placed before you for approval.

Directors Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, Your Directors wish to confirm that:

(a) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures , if any;

(b) such Accounting policies have been selected and applied consistently and judgments and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) 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 any fraud or other irregularities has been taken; and

(d) accounts for the financial year ended oh 31st March, 2010 are prepared on a going- concern basis.

Audit Committee

The company has constituted the Audit Committee under section 292A of the Companies Act, 1956 and consists of three Directors of the Company.

Acknowledgements

Your Directors take this opportunity to place on record their sincere appreciation and wish to express their thanks for the guidance and assistance received from State & Central government agencies, Companys clients, bankers, Financial Institutions, Share holders for their continued support and faith in the Company. Your Directors also wish to appreciate the hard work and commitment exhibited by the employees of the Company.



By Order of the Board

for Sea Gold Aqua Farms Limited

Sd/- Sd/-

Date: 03-09-2010 V Thapovardhan T.Raghava Prasad

Place: Hyderabad Managing Director Director

 
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