SARAF INFRAPROJECTS LIMITED Munshi Prem Chand Sarani, Hastings, Kolkata- 700022 Saraf Infraprojects...

Saraf Infraprojects Limited 2012-13

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30TH ANNUAL REPORT

2012-13

SARAF INFRAPROJECTS LIMITED

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Contents

Board of Directors & Senior Management Team 3

Chairman’s Message 4

Notice 5- 7

Directors’ Report 8-13

Management Discussion & Analysis Report 14-16

Corporate Governance Report 17-28

Confirmation on Code of Conduct 28

CEO/ CFO Confirmation 29

Form ‘A’ 30

Auditors’ Report 31-35

Balance Sheet 36

Statement of Profit & Loss Account 37

Cash Flow Statement 38

Notes forming part of the Fin. Statements 39-49

Attendance Slip and Proxy Form 50

Compliance Officer

Preety Gupta

Company Secretary

Statutory Auditors

V. N. Purohit & Company

Chartered Accountant

Diamond Chambers

Suit No. 4G, 4th

Floor, Unit-III

4, Chowringhee Lane

Kolkata- 700016

Internal Auditors

MK Poddar & Associates

Chartered Accountant

32 Ezra Street 9

th Floor, Room No. 903

Kolkata- 700001

Bankers

State Bank of India

Canara Bank

Registrar and Transfer Agent

Niche Technologies Private limited

D-511, Bagree Market

71, B. R. B. Basu Road

Kolkata- 700 001

Shares Listed at

Calcutta Stock Exchange Assn. Ltd

7 Lyons Range

Kolkata- 700001

Registered Office

63, Rafi Ahmed Kidwai Road

2nd Floor, Park Street

Kolkata-700016

Phone No.: 033-22653700

Fax: 033-22653699

Email: [email protected]

Website: www. sarafindia.net

Site Location

5/1-2, Munshi Prem Chand Sarani,

Hastings, Kolkata- 700022


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Board of Directors

Progress Is More Important Than Perfection…

Raja Ram Saraf Chairman & Managing Director

Niket Saraf Non-Executive Director

Abhishek Jhunjhunwala Whole-time Director

Kashinath Jhunjhunwala

Non-executive Independent Director

Anup Jhunjhunwala


Rajesh Khaitan


Date of Annual General Meeting: Monday, September 30, 2013 at 2:00 p. m.

Book Closure: September 21st, 2013 to September 30th, 2013 (both days inclusive).


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CHAIRMAN’S MESSAGE

Dear Fellow Stakeholders, Success of a Company primarily depends on its ability to consistently grow in a sustainable way.

We, at Saraf Infraprojects Limited (SIPL), are committed to building a financially prudent,

sustainable and a transparent company; one which will last its lifetime and continue to create value

for its stakeholders for many years to come.

The journey is long and our challenges could be global or local, macro or micro, from within or

outside the sector. This very nature of the business brings phases of market cyclicality, which in

turn present opportunities to our company. Whatever the situation, we will continue to follow our

philosophy of ‘aggression with caution’. Our growth will also depend on our ability to attract the

best capital, investors and talents for the company. And for that, our competition is not just within

the sector. Therefore, we continue to learn from leading organizations globally, adapt best

practices and evolve as an organisation.

We believe that our customers’ faith in our brand is one of the key reasons for our growth.

Currently, the preference of buyers in the real estate sector in India, especially in Kolkata, is

undergoing a transformation as they are becoming progressively more aware of what’s happening

around the world. The modern urban Indian buyers are earning more, travelling the world and as a

consequence, their desire for quality is increasing. In a city like Kolkata, which has a huge demand

for quality housing, the consumer is willing to pay a premium for a better quality home and

amenities that upgrade his lifestyle. Besides, factors like easy access to capital, higher disposable

income, a growing economy and, most importantly, aspirations of a better life are the key drivers

for the demand of premium housing. These factors, coupled with the traditional Indian mindset of

considering investment in real estate to be a prudent decision, continue to fuel demand for housing.

At SIPL, there is a significant alignment of our business model with these emerging trends of our

consumers. We have consciously selected locations at Kolkata to create premium developments.

We will continue our journey of value creation for all our stakeholders over the long run with your

continuous support and faith in us. I thank you for resting your trust on me and providing me the

opportunity to lead your company in this very dynamic industry.

Best wishes,

Raja Ram Saraf


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NOTICE

NOTICE is hereby given that the 30th Annual General Meeting of the members of Saraf Infraprojects

Limited (Formerly known as Saraf Nirman & Commerce Limited) will be held on Monday, September 30,

2013 at the Registered Office of the Company situated at 63, Rafi Ahmed Kidwai Road, 2nd

Floor, Park

Street, Kolkata- 700016 at 02:00 p. m. to transact the following businesses:

ORDINARY BUSINESS:

1) To consider and adopt the Audited Balance Sheet as at March 31, 2013, Statement of Profit and Loss

for the year ended on that date along with the Reports of the Board of Directors and the Auditors

thereon.

2) To appoint a Director in place of Sri Niket Saraf*, Non-executive Director who retires by rotation and

being eligible, has offered himself for reappointment.

3) To consider and if thought fit, to pass, with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT M/S V. N. Purohit & Co., Chartered Accountants (Firm’s Registration No.

304040E), be and are hereby reappointed as the Statutory Auditors of the Company to hold office from

the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting

on such remuneration, as may be approved by the Board of Directors on the recommendation of the

Audit Committee of the Board.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to do all such acts,

deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to

this resolution and/ or otherwise considered by them to be in the best interest of the Company.”

By Order of the Board of Directors

Kolkata, **August 13th, 2013

Preety Gupta

Company Secretary

Registered Office:

63, Rafi Ahmed Kidwai Road,

2nd

Floor, Park Street,

Kolkata- 700016

* The Board of Directors at their duly held meeting on 13th August, 2013 has considered Sri Niket Saraf,

Non-executive Director to retire by rotation at the 30th Annual General Meeting as the before

considered Director, Sri Kashinath Jhunjhunwala has tendered his resignation as on 01.07.2013.

** The first duly signed Notice for the AGM was sent on 30.05.2013


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Notes:

1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS

ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND, ON A POLL, TO VOTE INSTEAD

OF HIMSELF/ HERSELF. PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2) Proxies, if any, in order to be valid and effective, must be received at the Company’s Registered Office

not later than 48 (forty eight hours) before the time fixed for commencement of the meeting.

3) Corporate members who intend to send their authorised representatives to attend and vote at the

meeting should send a certified copy of their board resolution to this effect.

4) The Register of Members and Share Transfer Books of the Company will remain closed from

September 21st, 2013 to September 30

th, 2013 (both days inclusive).

5) For the convenience of the members of the Company, the members are hereby informed that the

inspection of the Statutory Registers as required under the Companies Act, 1956, would be allowed to

the members daily for two hours from 9.30 am to 11.30 am., from Monday to Friday except on public

holidays, at the Registered Office of the Company at 63, Rafi Ahmed Kidwai Road, 2nd

Floor, Kolkata-

700016. The members are requested to give 48 hours notice in writing for taking such inspection to

facilitate the procedure.

6) Request to members:

(a) Members desirous of obtaining any information concerning the accounts and operations of the

Company are requested to address their queries to the Investor Relations Department, so as to reach

the Registered Office of the Company at least seven working days before the date of the meeting, to

enable the Company to make available the required information at the meeting, to the extent

practicable.

(b) Members/ proxy are requested to bring a copy of Annual Report and attendance slip to the meeting.

(c) Members who hold shares in the dematerialized form are requested to write their Client ID and DP

ID and those who hold shares in the physical form are requested to write their folio number in the

attendance slip.

7) Pursuant to Circular No. 17/95/2011 CL-V, dated 21.04.2011, issued by the Ministry of Corporate

Affairs, Government of India, as a part of green initiative in Corporate Governance, the Companies

have been permitted to send notices/ documents to the members through email.

Accordingly, the Company proposes to send notices/ documents like the annual report in electronic

form to the members who would register their email address with the depositories and Registrar and

Transfer Agent of the Company.

The Members are requested to register their email addresses by sending their details to the Registrar and

Transfer Agent, M/S. Niche Technologies Private limited, D-511, Bagree Market, 71, B. R. B. Basu

Road, Kolkata- 700 001, or to the Company at Saraf Infraprojects Limited, 63, Rafi Ahmed Kidwai

Road, 2nd Floor, Kolkata- 700016.

Service of notices/ documents to the members whose email addresses will not be registered with the

Depository or the Company or the Registrar and Transfer Agent will be affected by mode of service as

provided under section 53 of the Companies Act, 1956.


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8) The particulars of Director seeking reappointment at the Annual General Meeting, as required under

Clause 49 of the Listing Agreement is as under:

Name: Sri Niket Saraf

Date of Birth: October 31st, 1990

Date of appointment on the Board: Sri Niket Saraf, Non-Independent Non-Executive Director of the

Company originally appointed as on 23rd

December, 2008 had tendered his resignation as on 15th

March, 2012 and was re-appointed as a non-executive director in a duly convened extra-ordinary

general meeting as on 16th April, 2012.

Qualification: Bachelor’s Degree in Commerce.

Brief Biography:

List of other public Companies in which he holds Directorship as on 31/03/2013 1. Phelps Housing Finance Limited

Chairman/ member of Committees of the Board of the other companies in which he is a Director

as on 31/03/2013 Chairmanship: Nil

Membership : Nil

(Committees considered are Audit Committee and

Shareholders’ Grievance Committee, in public limited

companies other than Saraf Infraprojects Limited)

Relationship with other Director/s: Son of Sri Raja Ram Saraf, Managing Director of the Company.

Equity Shares held in the Company: Nil

The Board is of the opinion that the advice of Sri Niket Saraf would continue to be of immense benefit

for the Company’s future growth and also recommends the passing of the Ordinary Resolution with

respect to his reappointment as a Non-executive Director.

Sri Raja Ram Saraf, being relative of Sri Niket Saraf, may be deemed to be concerned or interested in

the resolution.

By Order of the Board of Directors

Kolkata, **August 13th

, 2013

Preety Gupta

Company Secretary

Registered Office:


2nd

Floor, Park Street

Kolkata- 700016

** The first duly signed Notice for the AGM was sent on 30.05.2013


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DIRECTORS’ REPORT 2012-13

Dear Shareholders,

The Board of Directors hereby presents the 30th Annual Report on the business and operations of your

Company along with the audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS The working Results of the Company are briefly given below:

PARTICULARS

Figures as at the

end of current

reporting period

Figures as at the

end of previous

reporting period

(in `) (in `)

I. INCOME

1 Revenue From Operation - -

2 Other Income 1,651,594.64 1,017,987.06

TOTAL REVENUE 1,651,594.64 1,017,987.06

II. EXPENSE

1 Depreciation & Amortization 2,671,476.99 2,832,976.64

2 Other Expenses 1,426,119.16 3,431,658.60

TOTAL EXPENSES 4,097,596.15 6,264,635.24

III. Profit Before Extraordinary Item (2,446,001.51) 5,246,648.18)

Less: Transferred To Capital work In Progress (1,883,838.36) (2,902,538.58)

IV. Profit Before Tax (562,163.15) 2,344,109.60)

Tax Expense - -

V. Profit for the Year (562,163.15) (2,344,109.60)

VI. Earning Per Equity Share

(1) Basic (0.07) (0.29)

(2) Diluted (0.07) (0.29)

Financial Overview Performance

During the financial year 2012-13, the Company has registered total revenue of ` 16,51,595/- as compared

to ` 10,17,987/- in the previous year, showing an increase of ` 6,33,608/-.

Transfer to Reserves

The Board does not propose to transfer any amount to the General Reserve due to current year’s loss.

Dividend As the Company has not yet started to earn any revenue from operations, the Board of Directors does not

recommend any dividend during the financial year 2012-13.

Debentures During the year under review, the Company has not issued any debentures. As on date, the Company does

not have any outstanding debentures.


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Public deposits During the year under review, your Company has not accepted any deposits in terms of Section 58A of the

Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 and also no

amount was outstanding on account of principal or interest thereon, as of the date of the Balance Sheet.

Borrowings

The borrowings of your Company amounting to ` 125,004,623.82 from State Bank of India, Alipore Branch

is overdue since July, 2012, which includes principle of ` 6,75,00,000.00 and Interest of ` 5,75,04623.82

uncharged by the Bank due to the account being classified as NPA.

Operational & Business Overview Your Company seeks to create landmark projects through its mixed-use and dual-segment developments. It

continuously aims at keeping itself abreast with changing global and national trends and staying current

with technological advances thus developing into a professional real estate developer with international

management standards.

A summary of ongoing and forthcoming projects as on March 31, 2013 has been detailed in the

Management Discussion and Analysis Report titled as Management Report forming part of the Annual

Report.

The authorised, issued, subscribed and paid-up capital of the Company is as follows:-

Particulars

As at 31st

March, 2013

As at 31st

March, 2012

No. of Shares No. of Shares

Authorised Equity Shares:

At the beginning of the year 16,500,000.00 16,500,000.00

Addition during the year - -

At the end of the year 16,500,000.00 16,500,000.00

Issued Equity Shares:


Addition during the year 709,460.00 9,100,000.00


Subscribed Equity Shares:


Addition during the year 964,260.00 8,727,900.00


Paid -up Equity Shares:


Addition during the year - 3,400,000.00


During the year under review, there was no change in the paid-up capital structure of the Company.

Governance Structure

Board of Directors As on date, the Board of Directors of the Company comprises of six Directors of which three are Non-

Executive Independent Directors in terms of Clause 49 of the Listing Agreement.


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Cessation

Sri Arvind Siotia, former Non-Executive Independent Director in your Board resigned from the directorship

of the Company with effect from February 13th, 2013. The Board places on record its deep appreciation of

his immense contribution to the Company as an Independent Director and also as the Chairman of the Audit

Committee.

Appointment Sri Anup Jhunjhunwala was appointed as an Independent Director of your Company at a duly convened

extra-ordinary general meeting of the Members on 11th March, 2013. The Board extends their warm

welcome and gratitude to the newly appointed Director.

Re-appointment*

In terms of Sections 255 & 256 of the Companies Act, 1956 and the Articles of Association of the

Company, Sri Niket Saraf, Non-executive Director is liable to retire by rotation at the ensuing Annual

General Meeting and being eligible offers himself for re-appointment.

As required under clause 49(IV) (G) of the Listing Agreement, the requisite information of Sri Niket

Saraf, inter alia, in the nature of brief resume, nature of expertise, companies in which he holds

directorship/ memberships of Board Committees, shareholding in the Company forms part of the Notice

of the Annual General Meeting.

*Note: At a Board Meeting dated 13th

August, 2013 the Board has proposed the name of Sri Niket Saraf, Non-

executive Director of the Company to retire by rotation due to the resignation of Sri Kashinath Jhunjhunwala

(as on 01st July, 2013), Independent-Non-executive Director, suppose to retire by rotation at the ensuing

Annual General Meeting.

Board Committees Your Board consists of Three Committees and there have been changes in their composition since the last

Report. A detailed note on the Committees of the Board of Directors is given in the Corporate Governance

Report forming part of the Annual Report.

Statutory Disclosure None of the Directors of the Company are disqualified under the provisions of section 274 (1) (g) of the

Companies Act, 1956. Your Directors have made necessary disclosures as required under various

provisions of the Companies Act, 1956.

Disclosures under section 217 (1) (d) of the Companies Act, 1956

Except as disclosed elsewhere in this report, there have been no material changes and commitments which

can affect the financial position of the Company occurred between the end of the financial year of the

Company and date of this report.

Internal Control and Internal Audit

The Company has in place well-defined internal control mechanism and comprehensive internal audit

programmes with the activities of the entire organisation under its ambit. The internal audit programme is

reviewed and approved by the Audit Committee at the beginning of each financial year and progress reports

are placed before the Committee on a quarterly basis.

M K Poddar & Associates, Practicing Chartered Accountants has been reappointed as the Internal Auditor

of the Company at the duly convened meeting of the Board of Directors of the Company held on 30th May,

2013, to internally audit the books of accounts of the Company for the financial year 2013-14.


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Secretarial Audit The Secretarial Audit Report for the year ended March 31, 2013 issued by Ms. Seema Sharma, Practicing

Company Secretary confirming compliance with all the applicable provisions of Corporate Laws and the

Listing Agreement is provided separately in the Annual Report.

Audit Recommendations During the year under review, the suggestions put forth by the Audit Committee were duly considered and

accepted by the Board of Directors.

There were no instances of non-acceptance of such recommendations.

Auditors & Their Report M/S. V. N. Purohit & Company, Statutory Auditors of the Company retire at the ensuing Annual General

Meeting and being eligible offer themselves for re-appointment. The Board of Directors upon the

recommendation of the Audit Committee proposes the re-appointment of M/S. V. N. Purohit & Company as

the statutory auditors of the Company subject to the approval of the members at the Annual General

Meeting.

The observations of the Auditors are self-explanatory and/or suitably explained in Notes to the Accounts.

Human Resources Employees form the cornerstone of Saraf Infraprojects Limited. With well-established policies and

employee- friendly measures, the Company ensures the development and well-being of all its employees.

At SIPL, employees are also given ample opportunities to suggest and develop new and innovative ideas,

methods and techniques which assist in improving the efficiency level of the Company.

Employee relations continue to be cordial and harmonious at all levels and in all divisions of the Company.

As on March 31, 2013, the Company has an organizational strength of 20 employees.

Statutory Information

A. Directors’ Responsibility Statement

The Director’s Responsibility Statement, setting out compliance with the accounting and financial reporting

requirements specified under Section 217(2AA) of the Companies Act, 1956, in respect of the financial

statements, is furnished below and on behalf of the Board of Directors, it is hereby confirmed that:

i) In the preparation of annual accounts, the applicable accounting standards had been followed along

with proper explanation relating to material departures, if any.

ii) The Directors had selected the 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 and the profit of the Company for that period.

iii) The Directors had 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 frauds and other irregularities.

iv) The Directors had prepared the annual accounts on a going concern basis.


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B. Disclosure of Employees None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under

Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules,

1975 as amended from time to time.

C. Transfer to Investor Education and Protection Fund During the financial year 2013-14, the Company is not required to transfer any fund to the Investor

Education and Protection Fund, in terms of Section 205C of the Companies Act, 1956.

D. Conservation of Energy, Research and Development, Technology Absorption, As the Company is not a manufacturing company, the Board of Directors have nothing to report

pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of

Particulars in the Report of Board of Directors) Rules, 1988.

E. Foreign Exchange Earnings and Outgo

Your company has incurred ` 23,331,276.17 as foreign exchange loss and has earned ` 903,201.73 as

foreign exchange gain during the year which belongs to long term assets. The net amount of ` 22,428,074.44 have been capitalized in to Capital Work in Progress as per the requirement of Notified

Accounting Standard 11 on ‘Accounting for Foreign Exchange Transaction’.

Corporate Governance

The Report on Corporate Governance and the Certificate from the Statutory Auditors affirming compliance

with the various conditions of Corporate Governance as stipulated under Clause 49 of the Listing

Agreement forms part of the Annual Report. Management Discussion and Analysis Report In accordance with the requirements of the Listing Agreement, the Management Discussion and Analysis

Report is presented in a separate section of the Annual Report.

Corporate Social Responsibility

At Saraf Infraprojects Limited, being a responsible corporate citizen is given utmost priority. A detailed

report on the CSR initiatives and activities during the financial year 2012-13 is given below:-

Donee Amount (in `̀̀̀) Date of Donation

Nagarik Swasthya Sangh 2,50,000/- (Two Lakhs Fifty

Thousand only)

19th October, 2012

Code of Conduct

As prescribed under Clause 49 of the Listing Agreement, the declaration signed by the Managing Director

affirming compliance with the Code of Conduct by the Directors and senior management personnel of the

Company for the year under review forms part of the Corporate Governance Report. CEO Certification The certificate from the Managing Director in accordance with Clause 49(V) of the Listing Agreement is

annexed to and forms part of the Corporate Governance Report.

Statutory Compliance

The Company Secretary, as Compliance Officer, ensures compliance of the provisions of the Companies

Act, 1956, the SEBI regulations and provisions of the Listing Agreement.


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Additional Information to Shareholders All important and pertinent investor information such as financial results, press releases and project updates

are made available on the Company’s website (www.sarafindia.net) on a regular basis.

Acknowledgements

The Directors would like to place on record their sincere appreciation to the Company’s customers,

vendors, and bankers for their continued support to the Company during the year. The Directors also wish

to acknowledge the contribution made by employees at all levels for sustaining and driving the growth of

the organisation. Finally, the Board would like to express its gratitude to the members for their continued

trust, cooperation and support.

Kolkata, May 30

th, 2013 For & on behalf of the Board

Raja Ram Saraf Niket Saraf

Managing Director Director

Registered Office:

63, Rafi Ahmed Kidwai Road,

2nd

Floor, Park Street,

Kolkata- 700016


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MANAGEMENT DISCUSSION AND ANALYSIS

We have pleasure in submitting hereunder the Management Discussion & Analysis Report on the

business of the Company. We have attempted to include discussions on the matters to the extent

relevant.

Overview- Industry Structure and Development

The Indian economy has shown remarkable resilience compared to other global economies.

However, the stress was visible in below 6% projected GDP growth in 2012-13 vis-à-vis

aspirations of over 7% growth, in stark contrast to an average of 8% growth achieved during 2007-

2011.

Economic growth declined across all the sectors due to domestic and external factors, high

inflation, wide fiscal deficit and unfavorable domestic savings and investment rate. Despite strong

fundamentals and structural support, uncertainty and consequent lack of confidence held back

investments in capital formation. Output was disrupted due to power outages and stalled projects.

Services also slowed down due to both cyclical and structural factors.

High inflation was a cause of worry, with wholesale price index hovering over 7%. The weak

rupee, settling around ` 55 against USD, increased the import bill of crucial fuel supplies, thus

driving up the current account deficit.

In an attempt to rekindle India's economic slowdown, the Government unveiled a series of

economic reforms. These have certainly led to a revival in investors' sentiment.

The real estate companies are coming up with various residential and commercial projects to fulfill

the demand for residential and office properties in Tier-II and Tier-III cities. The growth in real

estate in

Tier-II and Tier-III cities are mainly due to increase in demand for organized reality and

availability of land at affordable prices in India.

One of the key concerns during the year under review was the sharp increase in inflation. Reserve

Bank of India took various measures to anchor inflationary pressure in the Economy i.e. through

high rate of interest, high cash reserve ratio etc. Ultimately the burden is shifted, particularly to the

real estate and housing sector. As the buyers are not able to afford the high cost of construction due

to inflation and further augmented by high rate of interest of their home loan, so the same affects

the real estate market prospects in future.


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Ongoing Projects

Radisson Blu in collaboration with Radisson Group of Hotels & Resorts, [first platinum rated

green building in terms of compliance with stringent specifications of US Green Building Council

(USGBC)] a five star deluxe hotel reckoning permissible Floor Space Ratio (FSR) of 2.75:1. The

project consists of 121 hotel keys (average size of 31 sq. meter each) and 4 nos. suite, two

specialty multi-cuisine restaurants, one 24 hour coffee shop, one lounge/ bar meeting room, club,

barber shop, 24 hour secretarial services, business centre, health club besides swimming pool at

rooftop etc. Parking space proposed would be adequate to accommodate twenty-four cars in

basement whereas open space would be offered for parking thirteen cars on ground floor. The

hotel will be spread over 14 floors including basement and ground floor. The building has been

conceived to be a Hi-Tech intelligent building of international standards with all kinds of

infrastructural facilities.

Forthcoming Projects

Integrated Township at Rajarhat, with a land strength of more than 200 acres situated at the six

lane express way between the heart of the city and the airport that is five minutes from the CBD of

Sector V, Salt Lake, popularly called as a planned satellite town in West Bengal, an aspired

location to dwell in.

Prospects and Future Outlook

As the land in central areas of Kolkata has already been exhausted, development in peripheral

areas is being taken up by most of the developers. Due to expansion of city the demand for housing

has also grown particularly demand for development of Integrated townships as they are built with

lifestyle amenities for quality living. Migration of people for jobs, division of joint families and

carrier advancement has resulted in rising disposable income which has ensured continuous

demand for residential and commercial space for end use & investment too. Your Company is

continuing its efforts to meet the demand of such customers with concept of integrated townships.

Opportunities and Threats

Real estate business of the Company is dependent on the performance of the real estate market in

India. The business is subject to extensive statutory or governmental regulations. Change in the

business policies of the Government, may have effect on the prospects of the business. Work

stoppages and other labour problems could adversely affect the business. Sanctioning process

through the authorities is slow and time consuming. Fluctuations in market conditions may affect

our ability to sell our projects at expected prices, which could adversely affect our revenue and

earnings. Potential limitations on the supply of land could reduce our revenue or negatively impact

the results of Company's operations.

As seen in the recent past the Government policies have been supportive e.g. reduction in stamp

duty and change in the tenancy law and abolition of land ceiling etc. The Company remains firmly

committed to its objective of high quality coupled with aggressive cost reduction initiatives.


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Risk and Concerns

A big risk which the developers are facing is price risk. Real estate price cycles have the maximum

impact on the margins of the developers, because land costs account for a large portion of the

constructed property. The other risk to which the developers are exposed is demand risk which

indicates the ability to sell properties based on location, brand, track record, quality and timelines

of completion.

Most real estate developers try to address this risk by undertaking market surveys in order to assess

the demand for their properties. There is Finance Risk also. Low availability of funds coupled with

high rate of interest is also a major risk for real estate industry. Uncertain interest rates lead to

uncertainty in the real estate market. This trend of rising interest rate may dampen the growth rate

of demand for housing units. Change in Government Policies including change in Tax structure

will also affect the Progress of the Real Estate Industry.

The Indian Real estate market is still in its infancy, largely unorganized and dominated by a large

number of small players, with very few corporate or large players having national presence. The

Realty Industry is still subject to a number of taxes and is considered as one of the over burdened

tax segment and the non-availability of low cost long term funds, for the Real Estate/ Construction

Sector. However, the said risks can be averted if the Government directs its policies in Real Estate

Sector towards regulatory framework instead of being restrictive in nature.

Cautionary Statement

The Management Discussion and Analysis Report contain forward looking statements describing

the Company’s projections and estimates. These are based on certain assumptions and expectations

of future events. The Company cannot guarantee the realization of projections as the actual results

may differ due to factors like the price of raw materials, demand-supply conditions, changes in

government regulations, tax structures, etc. which are beyond the control of Management. The

Company assumes no responsibility in respect of forward looking statements which may undergo

change on the basis of any subsequent developments, information or events.

For and on Behalf of the Board

Place: Kolkata

Date: 30.05.2013




17

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2012-13 (As required under Clause 49 of the Listing Agreements entered into with the Stock Exchange)

The Directors have pleasure in presenting the Corporate Governance Report for the financial year ended

March 31, 2013

A. Company’s Philosophy on Code of Governance: The Board of Directors and Management lay great emphasis on adopting and practicing principles of

good Corporate Governance with a view to achieve business excellence by enhancing long term

shareholders’ value and the interest of all its stakeholders through sound business decisions, prudent

financial management and a high standard of business ethics.

B. Board of Directors (Board)

B.1. Composition: As on March 31, 2013, the Company has six (6) Directors out of which three (4) are

non-executive and two (2) are executive Directors.

The Chairman of the Board is Executive Director and three Directors are Non-Executive Independent

Directors. Therefore, the combination of the Board is in conformity with Clause 49 of the Listing

Agreement entered into with the Calcutta Stock Exchange.

B.2. Function of the Board: Board is the highest decision making body subject to the powers and matters

reserved to Members that may be exercised in their meeting.

Board accords its approval to all the key decisions of the Company. For day to day routine operations,

the Board has delegated authority to the Managing Director and Whole-time Director. All matters of

strategic or material nature are placed before the Board with background, proposal, situational and

option analysis, notes and relevant documents to enable Board to take informed decisions.

B.3. Role of Independent Directors: The Independent Directors have vast and diversified professional and

operational experience in the various areas, which enriches and adds value to the discussions and

decisions arrived by the Board.

B.4. The names and categories of the Directors on the Board, their Attendance and other directorships

etc.: The names and categories of the Directors on Board, their attendance record, number of

directorships, committee positions and shareholding in the Company from 1st April, 2012 to 31

st March

31, 2013 are summarized below:-


18

Mem

ber

ship

of

Bo

ard

Co

mm

itte

es

of

oth

er

Pu

bli

c

Co

mp

an

ies

(Ref

er n

ote

1)

- - - - - - -

Bo

ard

Co

mm

itte

e

Ch

air

ma

n-

ship

of

oth

er

Pu

bli

c

Co

mp

an

ies

- - - - - - -

Mem

ber

ship

s

on

bo

ard

of

oth

er

Pu

bli

c

Co

mp

an

ies

(Ref

er N

ote

2)

2

1

1

6

4

3

1

Att

end

an

ce

Wh

eth

er

att

end

ed

the

last

AG

M

Yes

Yes

Yes

Yes

Yes

No

Yes

Bo

ard

Mee

tin

gs

8

7

8

7

5

1

7

To

tal

Nu

mb

er

of

Bo

ard

Mee

tin

gs

hel

d d

urin

g

the

ten

ure

of

Dir

ecto

rs

8

7

8

8

8

1

7

No

. o

f

Sh

are

s H

eld

3,8

6,3

50

- - - - - -

Ca

teg

ory

Man

agin

g

Dir

ecto

r

No

n-

exec

uti

ve

Dir

ecto

r

Wh

ole

-tim

e

Dir

ecto

r

No

n-

exec

uti

ve,

Ind

epen

den

t

Dir

ecto

r

No

n-

exec

uti

ve,

Ind

epen

den

t

Dir

ecto

r

No

n-

exec

uti

ve,

Ind

epen

den

t

Dir

ecto

r

No

n-

exec

uti

ve,

Ind

epen

den

t

Dir

ecto

r

Na

me

of

Dir

ecto

rs

Sri

Raj

a R

am S

araf

(DIN

00

06

425

3)

Sri

Nik

et S

araf

(w

ill

reti

re b

y r

ota

tio

n a

t th

e en

suin

g

AG

M

and

is

also

eli

gib

le f

or

re-

app

oin

tmen

t)

Sri

Ab

his

hek

Jh

un

jhu

nw

ala

(DIN

00

81

596

5)

Sri

Raj

esh

Kh

aita

n

(DIN

00

39

319

4)

Sri

Kas

hin

ath

Jh

un

jhun

wal

a

(DIN

00

32

386

7)

Sri

An

up

Jh

un

jhu

nw

ala

(DIN

00

32

392

3)

(ap

po

inte

d a

s o

n 1

1.0

3.2

01

3)

Arv

ind

Sio

tia

(DIN

03

32

913

0)

(cea

sed

to

be

a d

irec

tor

w.e

.f.

13

/02

/13

)

Note 1 Represents Chairmanships/ Memberships of Board Committees across all public limited companies, whether listed on the stock exchange(s) or not.

Note 2 Excludes directorships/ trusteeships and advisory role on the Board of various private limited companies, trusts and the Government bodies/ authorities/

corporations.


19

Except for Sri Raja Ram Saraf and Sri Niket Saraf, no other Directors are related to each other in terms

of the definition of ‘relative’ given under Companies Act, 1956. Sri Niket Saraf is the son of Sri Raja

Ram Saraf.

None of the Independent Directors has any material pecuniary relationship, transaction or association

with the Company.

Resolution passed by circulation During the year under review, a resolution was passed by the Board of Directors through circulation as

on Wednesday, 25th

July, 2012. Further, no resolution was passed by any Committee of the Board

through circulation.

C. Committees of the Board:

In compliance with clause 49 of the Listing Agreement, the Board of Directors has constituted three

committees of the Board.

I. AUDIT COMMITTEE:

I. (i) Terms of Reference

The terms of reference of this Committee cover the matters specified for Audit Committee under

Clause 49 of the Listing Agreements as well as in Section 292A of the companies Act, 1956. This

inter-alia, includes overseeing the Financial Reporting Process and disclosure of Financial

Information, reviewing any change in Accounting Policies and Practices, Compliance with Accounting

Standards and reviewing the adequacy of Internal Control System.

I. (ii) Compositions, Meetings and attendance during the year under review

The Audit Committee comprised of one Promoter-Executive Director and three Independent Non-

executive Directors. All the Members have a sound knowledge of finance, accounts and corporate

laws.

The Company Secretary is also the Secretary to the Audit Committee.

The Committee met 5 times during the Financial Year ended March 31, 2013 on 20th May, 2012, 07

th

August, 2012, 06th November, 2012, 11

th February, 2013 and 18

th March, 2013. Required quorum was

present at all meetings. The time interval between any two Audit Committee meetings was not more

than four months.

The details of the members of the committee and their attendance at committee’s meetings are given

below: S.

No.

Name of Director Category Position in the

Committee

Number of Meetings

Held Attended

1. Sri Anup Jhunjhunwala Non-Executive-

Independent

Chairman 1 1

2. Sri Raja Ram Saraf Promoter-Executive Member 5 4

3. Sri Rajesh Khaitan Non-Executive-

Independent

Member 5 3

4. Sri Kashinath

Jhunjhunwala

Non-Executive-

Independent

Member 5 3

Note:

i. Ex-Chairman of the Audit Committee, Sri Arvind Siotia tendered his resignation as on 13th February, 2013.

ii. Sri Anup Jhunjhunwala attended the meeting held on 18.03.2013 of the Audit Committee as an invitee and was

appointed as the Chairman of the Committee.


20

The Internal Auditor and the Statutory Auditor are invitees to the relevant meetings of the Audit

Committee in respect of businesses related to them. The Company Secretary acts as Secretary to the

Audit Committee.

The Committee discusses with the auditors their audit methodology, audit planning and

significant observations / suggestions made by them.

I.(iii)Internal Control The Company has a proper and adequate system of Internal Control commensurate with the size and

nature of its business. The Internal control system is integral part of the Company’s Corporate

Governance. Some key features of the internal control system comprise:

• Adequate documentation of policies, guidelines, authorities and approval procedures covering all

the important functions of the Company.

• Ensuring complete compliance with laws, regulations, standards and internal procedures and

systems.

• De-risking the Company’s assets / resources from any loss, attrition and deterioration.

• Ensuring the integrity of the accounting system; the proper and authorized recording and reporting

of all transactions.

• Preparation and monitoring of annual budgets for all operating and service functions.

• Ensuring a reliability of all financial and operational information.

• Audit Committee comprising of Independent Directors. The Audit Committee regularly reviews

audit plans, significant audit findings, adequacy of internal controls, compliance with Accounting

Standards, etc.

II. Shareholders’/ Investors’ Grievance Committee:

The composition of the Shareholders’ / Investors’ Grievance Committee along with the meetings held

and attended by them during the year under review are as under:

Ms. Preety Gupta, the Company Secretary, is the Compliance Officer under the Listing Agreement.

The Shareholders’/ Investors’ Grievance Committee has been constituted to specifically look into

the matter of the redressal of shareholders’ and investors’ complaints, including but not limited to,

transfer/ transmission of shares, non-receipt of dividends, non-receipt of Annual Report, non-receipt

of refund of application money, non-credit of/ allotment of equity shares and any other grievance

that a shareholder or investor may have against the Company.

The details of Shareholders’ Complaints received and disposed of during the year under review are as

under:

Number of Investor Complaints

Pending at the

beginning of the

financial year

Received during the

financial year

Disposed off during

the financial year

Pending at the end of

the financial year

Nil Nil Nil Nil

Sl. No. Name of members and their Position & Category

in the Committee

No. of Committee

meetings attended

1. Sri Rajesh Khaitan, Chairman Independent Director 4 of 4

2. Sri Anup Jhunjhunwala, Independent Director 0 of 0

3. Sri Abhishek Jhunjhunwala, Member Non-

Independent Director

4 to 4


21

SEBI Complaints Redress System (SCORES) SEBI vide its Circular No. CIR/OIAE/2/2011 dated June 3, 2011 had introduced a centralized web-

based investor complaint redress system ‘SCORES’, wherein the investor complaint are

electronically send to the Companies, the action taken reports submitted by Companies are filed

online. Also, the system facilitates investors to view online their complaint status. During the year

under review, the Company has not received any investor complaints through the same.

III. Nomination & Remuneration Committee:

(i) Terms of Reference

The role of the Committee is to approve/ recommend the remuneration/ packages of the

Executive and Non-Executive Directors and of Senior Management Personnel and to discharge such

other functions as may be referred by the Board from time to time.

(ii) Composition of Committee & Attendance during the year The Committee comprises of three Independent Directors and one Promoter- Executive Director, Sri

Anup Jhunjhunwala, a Non-Executive Independent Director, is the Chairman of the Committee.

The composition of the Committee and the details of meetings attended by Committee members are

given below:

Sl. No. Name of members & their Position in the

Committee

No. of Committee meetings

attended

1. Sri Anup Jhunjhunwala, Chairman* 1 of 1

2. Sri Kashinath Jhunjhunwala, Member 4 of 3

3. Sri Rajesh Khaitan, Member 4 of 2

4. Sri Raja Ram Saraf, Member 4 of 4 *Sri Arvind Siotia was the previous Chairman of the aforesaid Committee.

(iii) Remuneration Policy

The Company inter-alia while deciding the remuneration package takes into consideration, the

following:

(a) Employment scenario and demand for talent in the upstream hospitality and realty sector;

(b) Remuneration package of the industry/ other industries for the requisite managerial talent; and

(c) The qualification and experience held by the appointee.

(iv) Details of Remuneration of Directors

(a) REMUNERATION TO EXECUTIVE DIRECTORS DURING THE FINANCIAL YEAR 2012-13

The Managing Director and the Whole-time Director of the Company were appointed as per the terms

and conditions decided by the Members of the Company and the details of their remuneration during

the financial year 2012-13 is disclosed hereunder:

Name of Executive

Directors

Relationship with other

Board Members

Business

Relation with the

Company

Amount paid

during the year

Service

Contract,

if any

Sri Raja Ram Saraf Father of Sri Niket Saraf

(NED)

Managing Director Sitting Fees- NIL

Salary- NIL

Commission- NIL

Yes

Sri Abhishek

Jhunjhunwala

_ Whole-time Director Sitting Fees-NIL

Salary- 6,00,000/- p.a.

Commission- NIL

Yes


22

(b) REMUNERATION TO NON- EXECUTIVE INDEPENDENT DIRECTORS DURING THE

FINANCIAL YEAR 2012-13

All the Non- Executive Directors (NEDs) of the Company are entitled to receive sitting fees for each

meeting of the Board or Committee thereof attended by them. But all such directors have chosen not

to accept sitting fees as a gesture to support the Company in its immediate endeavors.

During the year, no commission was distributed to the NEDs as they voluntarily chose to support

initiatives of the Company.

D. CODE OF CONDUCT As required by clause 49 I (D) of the Listing Agreement, the Company has formulated a Code of

Conduct for all Directors and Senior Management of the Company and the same has been adopted

by the Board. The Code is also available on the Company’s official website. All the Directors and

Senior Management Personnel have affirmed compliance with the said Code of Conduct.

E. SUBSIDIARY COMPANY

Clause 49 defines a “Material Non-Listed Indian Subsidiary” as an unlisted subsidiary, incorporated

in India, whose turnover or net worth (i.e., paid-up capital and free reserves) exceeds 20 percent of

the consolidated turnover or net worth respectively, of the listed holding Company and its subsidiary

in the immediately preceding accounting year.

Under this definition, the Company did not have any material non-listed Indian subsidiary during the

year under review.

F. DISCLOSURES a. Accounting Treatment in preparation of Financial Statements: The Company has followed the

Accounting Standards laid down by the institute of Chartered Accountants of India and The

Companies (Accounting Standards) Rules, 2006 in preparation of its financial statements.

b. Related Party Transactions: There were no materially significant related party transactions, which

have potential conflict with the interests of the Company at large. The disclosure of related party

transactions is set out in notes forming part of the financial statements.

c. Proceeds from Public Issues, Right Issues and Preferential Issues: During the financial year

under review, there has been no change in the paid-up share capital of the Company.

d. Penalties Imposed: No penalties or strictures have been imposed on the Company by the Stock

Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the

last three years.

e. Compliance: Your Company has complied with all the mandatory requirements of the Clause

49 of the Listing Agreement of the Stock Exchange. Further, your Company has adopted a

non-mandatory requirement of Clause 49 of the Listing Agreement, relating to constitution of

Nomination & Remuneration Committee of the Board, the details of which have been provided

under the section “Committees of the Board”.

f. Management Discussion and Analysis Report: Management Discussion and Analysis Report

(MDA) has been attached as a separate chapter and forms part of this Annual Report.


23

g. CEO Certification: As required under Clause 49V of the listing Agreement with the Stock

Exchange, the Managing Director of the Company have certified to the board regarding the financial

statements and matters related to internal controls in the prescribed format for the year ended March

31, 2013. The Managing Director (CEO) certification in terms of Clause 49(V) of the Listing

Agreement forms part of the Annual Report.

h. Code for Prevention of Insider Trading Practices: Your Company has framed a code of internal

procedures and conduct in line with the requirements of the SEBI (Prohibition of Insider Trading)

Regulations, 1992, as amended, which applies to all the employees identified as designated person

under the code, which includes the directors of the Company and their specified family members.

Periodic disclosures are obtained from designated persons on their holding and dealings in the

securities of the Company.

i. Payment to Statutory Auditors for the year under review are as follows:

Particulars Amount (in `̀̀̀)

As Auditors

Statutory Audit Fees 33,708.00

Internal Audit Fee 2,40,000.00

VAT audit fees 2,809.00

In other capacities

Certification Fee 20,731.00

G. COMPANY’S MEANS OF COMMUNICATION:

Website

Your Company maintains a website www.sarafindia.net which provides detail, inter alia, about the

Company, its performance including quarterly financial results, annual reports, press release,

shareholding pattern, quarterly corporate governance report, contact details etc.

Quarterly/ Annual Financial Results

Are generally published in English daily Newspaper- ‘The Echo of India’ and Bengali daily

Newspaper- ‘Aarthik Lipi’

Stock Exchanges

As per the Listing Agreement all periodical information are sent to the Calcutta Stock Exchange

(CSE).

Investor servicing

A separate e-mail id [email protected] has been designated for the purpose of

registering complaints by shareholders or investors.


24

H. GENERAL SHAREHOLDERS’ INFORMATION:

I. Details of General Body Meetings:

(i) Location, place and time, where last three AGMs were held:

FINANCIAL

YEAR

VENUE DATE & TIME NO. OF SPECIAL

RESOLUTIONS

PASSED

2012-13 Registered Office 30th September, 2013

02:00 p. m.

0


02:00 p. m.

0


11:00 a. m.

0

During the year there were no ordinary or special resolution passed by the members through postal

ballot.

(ii) Financial Calendar (Tentative) for year 2012-13:

Purpose Board Meetings

Un-audited Financial Results for the quarter ended 30th June,

2013

1st week of August,

2013

Annual General Meeting for the year ended 31st March, 2013 Last week of September,

2013.

Un-audited Financial Results for the quarter ended 30th

September, 2013

1st week of November,

2013

Un-audited Financial Results for the quarter ended 30th

December, 2013

1st week of February,

2014

Last quarter Financial Results/ year end Audited Results 4th week of May, 2014

II. OTHER INFORMATION:

(i)

(ii)

(iii)

CIN No.

Registered Address

Day, Date, Time and Venue of 30th

Annual General Meeting

L45202WB1983PLC036038

63, Rafi Ahmed Kidwai Road, 2nd

Floor, Park

Street, Kolkata- 700016

Monday, 30th September 2013 at 02:00 p. m. at

its Registered Office

(iv) Financial Year The financial year of the Company starts

from April 1st

and ends on March 31st of the

succeeding year

(v) Quarterly Financial Information Results for the quarter ending on:

June 30,2013

September 30, 2013 Within 45/ 60 days from

December 31, 2013 the close of quarter/ year

March 31, 2013

(vi) Next Date of Book Closure 21st September, 2013 to 30

th September, 2013

(both days inclusive).


25

(vii) Rate of dividend and dividend

declaration date

No dividend has been recommended by the

Board of Directors of the Company. (viii) Listing of Shares in Stock Exchange:

Name of the Stock

Exchange

Address Stock

Code

(Equity)

ISIN Code for

NSDL &

CDSL

Status of

payment of

annual listing

fees for 2012-13

Calcutta Stock Exchange

Association Ltd. (CSE)

7, Lyons Range

Kolkata-700001

04 INE051D01019 Paid

(vii) Registrar & Share Transfer Agent: M/S. Niche Technologies Private limited

D-511, Bagree Market

71, B. R. B. Basu Road

Kolkata- 700 001

Tel. No.: 033-2235/7290/7271/3070; Fax No.: 033-2215-6823

E-mail: [email protected]

(viii) Depository Connectivity:

The custodian fees payable to NSDL and CDSL based on the number of folios as on March 31, 2013

has been paid

(ix) Share Transfer System: For shares held in physical form, all requisite documents for share transfer should be sent to

the Registrar and Transfer agents of the Company. The share transfers in physical form will be

generally approved within 10 days from the date of receipt subject to all documents being in order.

For shares held in dematerialized form, kindly contact your depository participant with whom

your demat account is held.

(x) Market Price Data & Performance of the Company-CSE SENSEX: There was no on-market

transaction of the Company on the Calcutta Stock Exchange Limited during the FY 2012-13.

National Securities Depository Limited

(NSDL),

Trade World,

4th Floor, Kamala Mills Compound,

Lower Parel,

Mumbai-400013

Central Depository Services (India) Limited

(CDSL),

28th Floor, P J Towers,

Dalal Street Fort,

Mumbai- 400 023.


26

III. Distribution of Share Holding as at 31st March, 2013

(a) On the basis of category: Category Number of

Shareholders

Number of

Shares held

%age of

Shareholding

A PROMOTER’S HOLDING

(i) Indian Promoters

a. Individual/ HUF 5 22,44,950 27.793

b. Bodies Corporate 3 23,05,000 28.537

(ii) Acquirers & PAC 0 0 0

8 45,49,950 56.330

B NON-PROMOTER HOLDING

1. Institutional Investors

(a) Mutual Fund 0 0 0

(b) Banks, Financial Institutions,

Insurance Companies

0 0 0

(c) Foreign Institutional Investors 0 0 0

2. Others

(a) Private Corporate Bodies 39 25,77,300 31.908

(b) Indian Public 1 9,50,000 11.761

(c) Non Resident Indians 0 0 0

(d) Foreign Nationals 0 0 0

(e) Trusts 0 0 0

(f) Clearing Members 0 0 0

Total 48 80,77,250 100.000

(b) On the basis of shares held: Category Number of

Shareholders

%age with

respect to

Number of

Shareholders

Number of

Shares held

%age with

respect to No. of

shares held

1- 500 24.00 50.00% 4400.00 0.05%

501-1000 0.00 0.00% 0.00 0.00%

1001-2000 0.00 0.00% 0.00 0.00%

2001-10000 8.00 16.67% 32900.00 0.41%

10001-50000 1.00 2.08% 30000.00 0.37%

50001-100000 0.00 0.00% 0.00 0.00%

100001 and above 15.00 31.25% 8009950.00 99.17%

Total 48.00 100.00% 8077250.00 100.00%

IV. Nomination Facility: The Shareholders may avail themselves of the nomination facility under

Section 109A of the Companies Act, 1956. The Nomination Form (Form 2B) along with

instructions will be provided to the members on request. In case the members wish to avail this

facility, they are requested to write to Ms. Preety Gupta, Company Secretary at the Registered

Office of the Company.


27

V. Reconciliation of Share Capital Audit Report (under SEBI (Depositories and Participants)

Regulations, 1996: As stipulated by SEBI, a qualified Practicing Company Secretary carries

out the Reconciliation of Share Capital Audit to reconcile the total capital held with the

National Security Depository Limited (NSDL) and Central Depository Services (India) Limited

(CDSL) and the total issued and listed Capital. The Audit is carried out every quarter and the

report thereon is submitted to the Stock Exchanges.

The report, inter alia, confirms that the total listed and paid-up share capital of the Company is in

agreement with the aggregate of the total dematerialized shares and those in physical mode.

VI. Dematerialization of Equity Shares and Liquidity: In accordance with the SEBI Circular no

SMDRP/POLICY/CIR-01/2001 dated January 05, 2001 regarding trading and settlement of trades

in dematerialized securities, the Company has registered its shares with both the depositories. The

ISIN No. allotted by National Securities Depository Limited (NSDL) and Central Depository

Services (India) Limited (CDSL) to the Company is INE051D01019.

VII. Status of dematerialization of shares

As on March 31, 2013, all except 37,300 Equity Shares of the Company are held in

dematerialized form. The breakup of the equity shares held in dematerialized and physical form as

on March 31, 2013 is as follows:

Particulars Number of

shareholders

Number of Equity

shares

Percent of

Equity

NSDL 16 80,39,950 99.54%

CDSL - - -

Physical 32 37,300 0.46%

Total 48 80,77,250 100.00%

The Company has not received any request for dematerialization of shares during the 12 months

period commencing April 1, 2012 to March 31, 2013.

VIII. Site Location: 5/1-2, Munshi Prem Chand Sarani, Hastings, Kolkata- 700022.

IX. Outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments, Conversion date and

likely impact on equity: As on March 31, 2013, there are no convertible instruments issued, which

could increase the paid up equity value of the Company.

X. Address of Correspondence: For query relating to financial statements / investor relations, please contact:

Investor Relations Department

Saraf Infraprojects Limited


2nd

Floor, Park Street

Kolkata-700016

Phone No.: 033 22653700

Fax No.: 033 22643699

E-mail: [email protected]


28

XI. Auditors Report on Corporate Governance of Company: Auditors’ Certificate regarding

compliance of Corporate Governance under clause 49 of the Listing Agreement obtained from a

Practicing Chartered Accountant has been attached herewith.

Place: Kolkata For and on behalf of the Board of Directors

Date: 30th May, 2013



CONFIRMATION ON CODE OF CONDUCT

To

The Members of Saraf Infraprojects Limited

This is to inform that the Board of Directors has laid down a Code of Conduct for all Board

Members and Senior Management of the Company. It is further confirmed that all Directors and

Senior Management personnel of the Company have affirmed compliance with the Code of

Conduct of the Company as at March 31, 2013, as envisaged in Clause 49 of the Listing

Agreement with Stock Exchange.

Place: Kolkata On behalf of the Board

Date: 30th

May, 2013

Raja Ram Saraf

Managing Director


29

CEO/ CFO CERTIFICATION

(Under Clause 49(V) of Listing Agreement)

To,

The Board of Directors

Saraf Infraprojects Limited

Ref: Financial Statements for the financial year 2012-13 Certification by Director

I, Raja Ram Saraf, Managing Director of Saraf Infraprojects Limited (formerly known as Saraf

Nirman & Commerce Limited), on the basis of review of the Financial Statements and the Cash

Flow Statement for the year ended 31st

March, 2013 and to the best of my knowledge and belief,

hereby certify that:-

1. These Statements do not contain any materially untrue statements or omit any material fact or

contain statements that might be misleading.

2. These Statements together present a true and fair view of the Company’s affairs and are in

compliance with existing Accounting Standards, applicable laws and regulations.

3. There are, to the best of my knowledge and belief, no transactions entered into by the

Company during the year ended 31st March, 2013 which are fraudulent, illegal or violative of

the Company’s Code of Conduct.

4. I accept responsibility for establishing and maintaining Internal Controls for the financial

reporting, I have disclosed to the auditor, the deficiencies in the designs or operations of such

Internal Controls of which I was aware and the steps have been taken or propose to take to

rectify these deficiencies.

5. I have indicated to the Auditor and the Audit Committee:-

(a) There have been no significant changes in Internal Control over financial reporting

during this period.

(b) There have been no significant changes in Accounting Policies during this period.

(c) There have been no instances of significant fraud of which I have become aware and

the involvement therein, of management or an employee having significant role in the

Company’s Internal Control systems over Financial Reporting.

Place: Kolkata

Date: 30th

May, 2013

Raja Ram Saraf

Managing Director


30

COVERING LETTER OF THE ANNUAL AUDIT REPORT ALONG WITH

FORM A TO BE FILED WITH THE CALCUTTA STOCK EXCHANGE

FORM A

1 Name of the Company: Saraf Infraprojects Limited

2 Annual Financial Statements for the year

ended

31st March, 2013

3 Type of Audit observation Un-qualified /

Matter of Emphasis Un-qualified

4 Frequency of Observation N. A.

Raja Ram Saraf

Managing Director

Pawan Kumar Rinwa

CFO

V. N. Purohit & Company

Auditor of the company

Anup Jhunjhunwala

Chairman of the Audit Committee


31

SARAF INFRAPROJECTS LIMITED Registered Office: 63, Rafi Ahmed Kidwai Road, 2nd Floor, Park Street, Kolkata - 700 016.

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

Joint shareholders may obtain additional Attendance Slip on request at the venue of the meeting.

D.P. Id*

Client Id*

Name and address of the shareholder:

No. of Share(s) held:

I/We hereby record my/ our presence at the THIRTIETH ANNUAL GENERAL MEETING of

the Company held on Monday, the 30th

day of September, 2013 at 02:00 P.M. at the registered

office of the Company at 63, Rafi Ahmed Kidwai Road, 2nd Floor, Park Street, Kolkata- 016.

Signature of the shareholder or proxy *Applicable for investors holding shares in electronic form.

_ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Saraf Infraprojects LIMITED Registered Office: 63, Rafi Ahmed Kidwai Road, 2nd Floor, Park Street, Kolkata - 700 016.

D.P. Id*

Client Id*

I/We ................................................................... of ......................................................................... being a

member/ members of Saraf Infraprojects Limited hereby appoint ............................................................ of

.................................................................................................................................or failing

him............................................................................................. of ................................................................

or failing him ........................................................................ of ....................................................................

as my/ our proxy to vote for me/us and on my/our behalf at the Thirtieth Annual General Meeting to be

held on Monday, the 30th

day of September, 2013 at 02:00 P.M. or at any adjournment thereof.

Signed this ....................................... day of ............... ..................................... 2013. *Applicable for investors holding shares in electronic form.

Note: The Proxy in order to be effective should be duly stamped, completed and signed and must be deposited at the

Registered Office of the Company not less than 48 hours before the time for holding the aforesaid meeting. The Proxy

need not be a member of the Company.

Attendance Slip

Proxy Form

Master Folio No.:

Master Folio No.:

Affix a

Revenue

Stamp

PDF processed with CutePDF evaluation edition www.CutePDF.com



32

Saraf Infraprojects Limited Regd Office: 63, Rafi Ahmed Kidwai Road, 2

nd Floor,

Park Street, Kolkata-700016

Phone No.: 033-22653700; Fax: 033-22653699

Email: [email protected]

Investors Relation Contact: [email protected]

Website: www. sarafindia.net

Date post:	08-Apr-2018
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