Annual report wrapper - Bombay Stock Exchange · 2010-09-22 · 3. Profile of Directors 13 4. Director's Report 14 5. Report on Corporate Governance 22 6. Auditor's Report 35 7. Standalone

Annual Report2009 - 10

I n f r a L i m i t e d

REGISTRAR & SHARE TRANSFER AGENTS

M/s. Cameo Corporate Services Ltd

No. 1 Club House Road,

Chennai - 600 002.

AUDITORS

M/s. Sundar, Srini & Sridhar,

Chartered Accountants

I Floor, New No. 9, Rajamannar Street,

T.Nagar, Chennai - 600 017.

BOARD OF DIRECTORS

Mr. V. Vasudevan Chairman

Mr. R. Sriram Managing Director

Mr. G.V. Satish Narayana Executive Director

CA. V. Sivakumar Director

Dato' Abu Bakar Bin Abdul Hamid Director

Mr. Makhtar Bin Mohamed Director

COMPANY SECRETARY

CS. Abishek. S

BANKERS

M/s. State Bank of India

Overseas Branch (MID CORPORATE GROUP)

Chennai - 600 001.

TABLE OF CONTENTS

S.NO. TOPIC Page No.

1. Managing Director's Statement 1

2. Notice of Annual General Meeting 3

3. Profile of Directors 13

4. Director's Report 14

5. Report on Corporate Governance 22

6. Auditor's Report 35

7. Standalone Financial Statements 40

8. Statement under Section 212 of the Companies Act, 1956 62

9. Balance Sheet Abstract and Company's General Business Profile 63

10. Auditor's Report on Consolidated Financial Statements 64

11. Consolidated Financial Statements 65

12. SAAG Energy Limited 82

13. QEDi Proteus Energy Limited 94

MANAGING DIRECTOR'S STATEMENT

Dear Shareholders,

thIt is my privilege to present to you the 15 Annual Report of SAAG RR Infra Ltd (“The Company” or “SAAG RR”).

CURRENT SCENARIO

The year 2009-10 has been a mixed year with a fragile recovery.

In the wake of slowdown of the infrastructure sector and financial meltdown continuing from the last year

resulting in premature closing of projects, the Company made efforts to recover from the slump and

restructure its operations and finances. The revenue from operations amounted to Rs.16.8 crores as against

Rs.35.8 crores in the previous year. With serious cost reduction efforts the loss for the year was reduced to

Rs.3.9 crores as against Rs.12.9 crores in the previous year. The Company undertook steps to improve the

capital base of the Company and Rs.9.6 crores equity funds were infused. Loans from financial institutions for

procurement of assets have been either foreclosed or restructured. Dues against statutory and other

liabilities were substantially reduced. In all our efforts, we had strong support from our parent Company-

SAAG Consolidated (M) Bhd, Malaysia and our bankers, State Bank of India.

As part of its long term objective for growth in the oil & gas sector, SAAG RR has acquired two workover rigs.

However, we have faced many roadblocks in our path to execute the ONGC contract with consequential delay

in the deployment of the rig including due to safety standards, interpretation of contract terms and inspection

process in connection with the contract. Upon successful deployment of the workover rig 'SAAG Pacific', the

Company would pursue the contract for deployment of the workover rig 'SAAG Saffron'. The rig 'SAAG Pacific'

is now at Mumbai Port, having completed the first round of testing successfully. Your Company is ready to

deploy the rig 'SAAG Pacific' and is awaiting necessary clearance including extension of the mobilization

period. We expect deployment of 'SAAG Pacific' by end of 2010.

FUTURE OUTLOOK

The Company has two ongoing projects and is consolidating its position in the infrastructure sector. Your

Company has a strong foundation in the construction and infrastructure sectors. We also have a reputation for

our Quality in execution and Safety Standards. We were hampered by funding issues during the last year.

Pursuant to a planned financial restructuring exercise we are now actively pursuing & bidding for contracts in

the infrastructure space. SAAG RR is set to exploit the opportunities in the Indian infrastructure sector. The

investment thrust by the Government of India to develop the infrastructure of the country would create huge

opportunities for the Company.

TM SAAG RR also plans to exploit the opportunities in the gas piping space with the help of SPIRALLAYTMtechnology within the next 18 months. SPIRALLAY , a state-of-the-art revolutionary technology in offshore

pipe laying developed by Spirallay Technologies Limited (BVI), is protected by various patents and patent

applications. In a nutshell, this method allows production of pipelines onshore, the pre-fabricated pipeline

are then transported to the installation site where it is laid on the seabed. SAAG Consolidated (M) Bhd, TM TM Malaysia, the parent Company of SAAG RR has the exclusive use of SPIRALLAY technology. The SPIRALLAY

services, offers new opportunities for operation in relatively small gas and oil fields, even at remote locations.

2009-10Annual Report

1


RESTRUCTURING OF SUBSIDIARY COMPANIES

During the year 2009-10, SAAG RR divested its entire equity stake in M/s. TPS Builders Ltd and M/s. SAAG Oil

Technology (India) Ltd (formerly known as SAAG RR Oil and Gas Technology Ltd). Consequently, both the

companies are no longer subsidiaries of SAAG RR. SAAG Energy Ltd (formerly known as Proteus Energy

Limited), a manpower consultancy Company in the oil & gas sector continues to be a subsidiary of SAAG RR.

On behalf of SAAG RR Team, I thank all the shareholders and stakeholders who have stood by us in difficult

times. The Company would like to place on record the support and cooperation extended to it by its Bankers

and all its customers, suppliers, creditors and its shareholders. I would also like to acknowledge commitment,

dedication and support of the staff and the management of SAAG RR. Your Company has built upon its

experience from the past and is now set to harvest opportunities in the future.

With Warm Wishes,

R.Sriram

Managing Director

2



NOTICE

Notice is hereby given that the Fifteenth Annual General Meeting of the Members of the Company will be

held at 10.00 A.M on Friday, September 24, 2010 at SIRC of ICSI, ICSI-SIRC HOUSE, New No.9 Wheat Crofts

Road, Nungambakkam, Chennai-600 034 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2010 and the Profit and Loss

account for the year ended as on that date, together with the Reports of Directors and the Auditors

thereon.

2. To appoint a Director in the place of Mr. V. Sivakumar, who retires by rotation and being eligible, offers

himself for re-appointment.

3. To appoint Auditors of the Company and authorize the Board to fix the remuneration.

SPECIAL BUSINESS:

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

SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 81 and other applicable provisions, if any, of the

Companies Act, 1956 (the “Act”) (including any amendment thereto or re-enactment thereof), and in

accordance with the provisions of the Memorandum and Articles of Association of the Company and

the Listing Agreements entered into with the Stock Exchanges where the Equity Shares of the Company

are listed (the “Stock Exchanges”), Foreign Exchange Management Act, 2000 ("FEMA"), Foreign

Exchange Management (Transfer or issue of security by a person resident outside India) Regulations,

2000 and Issue of Foreign Currency Convertible Bonds ("FCCB") and Equity Shares (through Depository

Receipt Mechanism) Scheme, 1993 and the regulations/ guidelines, if any, prescribed by the Securities

and Exchange Board of India, Reserve Bank of India, the Stock Exchanges, the Government of India or

any other statutory authority from time to time, to the extent applicable and subject to such approvals,

consents, permission and sanctions as might be required and subject to such conditions as may be

prescribed while granting such approvals, consents, permissions, and sanctions, which the Board of

Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to

include any Committee(s) constituted/ to be constituted by the Board to exercise its powers including

the powers conferred by this Resolution) is hereby authorized to accept, the Board be and is hereby

authorized on behalf of the Company to create, issue, offer and allot, (including with provision for

reservation on firm and/ or competitive basis, Preferential allotment, allotment on rights basis, of such

part of issue and for such categories of persons as may be permitted), in the course of one or more

public or private offerings in domestic and/ or one or more international market(s), Equity Shares and /

or Equity Shares through depository receipts and/ or convertible bonds and/ or other securities

convertible into Ordinary Shares at the option of the Company and/ or the holder(s) of such securities,

and/ or securities linked to Equity Shares and/ or securities including Non-Convertible Debentures

with Warrants or other securities with or without Warrants, which may either be detachable or linked,

and which Warrant has a right exercisable by the Warrant holder to subscribe for the Equity Shares

and/ or Warrants with an option exercisable by the Warrant-holder to subscribe for Equity Shares and/

or any instruments or securities representing either Equity Shares and/ or convertible securities linked

to Equity Shares, (all of which are hereinafter collectively referred to as "Securities") to eligible

3



investors under applicable laws, regulations and guidelines (whether residents and/ or non-residents

and/ or Institutions/ Banks and/ or incorporated bodies, mutual funds, venture capital funds and

Indian and/ or multi-lateral financial institutions and/ or individuals and/ or trustees and/ or private

Equity firms or other wise and whether or not such investors are members or the Company), through

prospectus and/ or letter of offer or circular and/ or on public and/ or private/ Preferential placement

basis, such issue and allotment to be made at such time/ times, in one or more tranches, for cash, at

such price or prices, in such manner and where necessary, in consultation with the Book Running Lead

Managers and/ or other Advisors or otherwise, on such terms and conditions as the Board, may, in its

absolute discretion, decide at the time of issue of Securities provided that the total amount raised

through the issuance of such securities does not exceed Rs.100 Crores or its equivalent in one or more

currencies, including premium, if any, as may be decided by the Board, to all or any category of

investors as mentioned above.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid issue of the

Securities may have all or any terms or conditions or combination of terms in accordance with

applicable regulations, prevalent market practices, including but not limited to terms or conditions or

combination of terms in accordance with applicable regulations, prevalent market practices, including

but not limited to terms and conditions relating to payment of dividend, interest, premium on

redemption at the option of the Company and/ or holders of any Securities or for variation of the price

or period of conversion of Securities into Equity Shares or issue of Equity Shares during the period of

the securities or terms pertaining to voting rights or option(s) for early redemption of Securities.

RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot such number of

Equity Shares as may be required to be issued and allotted, including issue and allotment of Equity

Shares upon conversion of any Securities referred to above or as may be necessary in accordance with

the terms of the offer, subject to the provisions of the Memorandum and Articles of Association of the

Company all such Shares shall rank pari passu in all respects with the existing Equity Shares of the

Company, including dividend.

RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Equity

Shares or securities or instruments representing the same, as described above, the Board be and is

hereby authorized on behalf of the Company, to do all such acts, deeds, matters and things as it may, in

its absolute discretion, deem necessary or desirable for such purpose, including without limitation,

entering into arrangements for appointment of agencies for managing, underwriting, marketing,

listing, trading of Securities issued, such as the depository, custodian, registrar, stabilizing agent, paying

and conversions agent, trustee, underwriters, and to issue any offer documents(s), including but not

limited to the preliminary and final offering documents and sign all deeds, documents and writings and

to pay any fees, commissions, remuneration, expenses relating thereto and with power on behalf of

the Company to settle all questions, difficulties or doubts that may arise in regard to such issue(s) or

allotments(s) as it may, in its absolute discretion, deem fit.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers

herein conferred, to any Committee of Directors or any one or more Directors of the Company with

power to delegate to any Officers of the Company including filing of offer document with authorities as

required, affixing the Common Seal of the Company on agreements/ documents, arranging delivery

and execution of contracts, deeds, agreements and instruments and opening bank accounts and

demat accounts.”

4



5. To consider and if thought fit, to pass with or without modification the following resolution as a

SPECIAL RESOLUTION:

“RESOLVED THAT subject to the provisions of Section 269 read with Schedule XIII and any other

applicable provisions of the Companies Act, 1956 and pursuant to Article 35 of the Articles of

Association of the Company, Mr.R.Sriram, Managing Director be and is hereby re-appointed as the

Managing Director of the Company for a period of one year commencing from December 3, 2010.

RESOLVED FURTHER THAT under Section 198, 269, 310, 311 and any other applicable provisions of the

Companies Act, 1956, Mr.R.Sriram be paid a remuneration of Rs.2,00,000 per month for his services as

Managing Director with effect from December 3, 2010.

RESOLVED FURTHER THAT in the event of there being loss or inadequacy of profit for any financial year,

the aforesaid remuneration payable to Mr.R.Sriram, Managing Director of the Company shall be the

minimum remuneration payable to him in terms of the provisions of Schedule XIII to the Companies

Act, 1956 subject to the approval of the Central Government required, if any, from time to time.”

6. To consider and if thought fit, to pass with or without modification the following resolution as a

SPECIAL RESOLUTION

“RESOLVED THAT, pursuant to provisions of Sections 198, 269, 302, 309, 310 and 311 read with

Schedule XIII of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act,

1956, Mr. G.V. Satish Narayana be and is hereby re- appointed as Executive Director of the Company to

hold office for a period of one year with effect from September 27, 2010 at a remuneration of

Rs.1,35,000 per month.

RESOLVED FURTHER THAT in the event of there being loss or inadequacy of profit for any financial year,

the aforesaid remuneration payable to Mr. G.V. Satish Narayana, Executive Director shall be the

minimum remuneration payable to him in terms of the provisions of Schedule XIII to the Companies

Act, 1956 subject to the approval of the Central Government required, if any, from time to time.”

Notes:

(a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE

OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE

A MEMBER.

(b) Instruments of Proxy in order to be effective, must be received by the Company not less than

48 hours before the meeting.

(c) The Register of Members and the Share transfer books shall remain closed from September 22,

2010 to September 24, 2010 (both days inclusive).

(d) As per the provisions of the Companies Act, 1956, facility for making nominations is now

available to individuals holding Shares in the Company. The nomination Form-2B prescribed by

the Government can be obtained from the Share Transfer Agent or may be downloaded from the

website of the Department of Company affairs.

(e) All documents referred to in the accompanying notice and the explanatory statement are open

for inspection at the Registered Office of the Company on all working days, except Saturday,

between 11.00 a.m. and 1.00 p.m. up to the date of the Annual General Meeting.

5



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

are requested to address their questions in writing to the Company at least seven days before the date

of the meeting so that the information required shall be made available at the meeting.

(g) Members are requested to intimate their change of address immediately:

i) To their Depository Participants (DPs) in respect of their electronic share accounts; and

ii) To the Company or its Share Transfer Agent, M/s. Cameo Corporate Services Ltd, in respect of

their physical share folios, if any.

(h) Members are requested to mention their Folio. No. and shareholding in all their correspondence to the

Company. Members are also requested to mention their E-mail Id and Telephone Number in all their

correspondence to enable us act immediately.

(i) Members are requested to Demat the Shares held by them in physical form, if any.

(j) In compliance with Clause 49 of the Listing Agreement, the Profile of the Directors is furnished in the

Annual Report.

(k) Pursuant to SEBI notification no. MED/DOP/ Circular/05/2009 dated May 20, 2009, it has become

mandatory for the transferee(s) to furnish copy of PAN Card to the Company/ RTA to enable/ effect

transfer of shares in physical form.

(l) In terms of Section 173 of the Companies Act, 1956, Explanatory Statement in respect of Special

Business is furnished below:

EXPLANATORY STATEMENT UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956:

Item No.4

The Company intends to raise funds by issue of securities and utilize the proceeds for expansion, capital

expenditures (including purchase of rigs), repayment of loans, working capital requirements and general

corporate requirements. This resolution seeks to obtain the authorization of the Members of the Company to

enable the Board of Directors to raise an amount not exceeding Rs. 100 Crores or its equivalent, in one or more

tranches, in such form, on such terms, in such manner, at such price and at such time as may be considered

appropriate by the Board, from the various categories of investors. Section 81(1A) of the Act mandates that

where it is proposed to increase the subscribed Share Capital of the Company by allotment of further Shares

such further Shares shall be offered to the persons who on the date of the offer are holders of the Equity

Shares of the Company, in proportion to the capital paid-up on those Shares as of that date unless the

members decide otherwise. This resolution seeks the consent of the members to the Board of Directors to

make the proposed issue of Securities, in consultation with the Lead Managers, Legal Advisors and other

intermediaries as may be appointed by the Board of Directors and in the event it is decided to issue securities

convertible into Equity Shares, to issue to the holders of such convertible securities in such manner and such

number of Equity Shares on conversion as may be required to be issued in accordance with the terms of the

issue, keeping in view the then prevailing market conditions and in accordance with the applicable provisions

of rules, regulations or guidelines.

The Board of Directors recommends the resolution set out at item No. 4 of the accompanying Notice for the

approval of the members.



6

The Directors of the Company may be deemed to be concerned or interested in the Resolution at item No.4 of

the Notice to the extent of Securities that may be subscribed to by the companies/ institutions of which they

are Directors or members.

Item No.5

Mr.R.Sriram was re-appointed as Managing Director of the Company for a period of one year on a

remuneration of Rs.2,00,000 per month with effect from December 3, 2009. The Remuneration Committee at

its meeting held on August 20, 2010 recommended to reappoint Mr.R.Sriram as the Managing Director of the

Company for a period of one year at same remuneration apart from Provident fund and Leave encashment to

the extent provided under Schedule XIII of the Companies Act, 1956. The Board at its meeting held on

August 20, 2010 recommended to the Shareholders the appointment of Mr.R.Sriram as the Managing

Director for a further period of one year on the same terms and conditions as recommended by the

remuneration committee.

Since the Company has incurred a loss for the year 2009-10, profits of the Company are inadequate for

payment of the proposed remuneration to the Managing Director. Hence, the Company proposes to fix the

remuneration within the limits mentioned in Section II of Part II of Schedule XIII of the Companies Act, 1956.

In accordance with the requirements of Clause (B) of Section II of Part II of Schedule XIII of the Companies Act,

1956, the following information is provided:

I. General Information:

(a) Nature of the Industry

The Company is engaged in the business of construction and Infrastructure.

(b) Date or expected date of commencement of commercial production

Not Applicable.

(c) In case of new companies, expected date of commencement of activities as per project

approved by financial institutions appearing in the prospectus

Not Applicable.

(d) Financial performance based on given indicators

Particulars 2009-10 2008-09

Total Income (Rs. in Crores) 24.81 36.60

Profit After Tax (Rs. in Crores) (3.94) (12.92)

Networth (Rs. in Crores) 18.17 11.25

Earnings per share (Rs.) (3.20) (12.31)

(e) Export performance and net foreign exchange collaborations

Not Applicable.

7



(f) Foreign investments or collaborators, if any

SAAG Consolidated (M) Bhd. through its subsidiary SAAG (Mauritius) Ltd., currently holds

3,813,000 Equity Shares representing 24.82% of paid-up capital in the Company.

II. Information about the appointee:

(a) Background details

Mr. R. Sriram, son of Shri. R. Raju, is a B.Tech. (Civil) from IIT and M.S. in Construction Management

and Soil Mechanics from Oklahoma State University, USA. He has more than 15 years of

experience in management and execution of large size construction projects. He has also dealt

with various technical experts across the globe and developed strategies for the growth of the

Company.

(b) Past Remuneration

His past remuneration was Rs.2 lakhs per month.

(c) Recognition or awards

Mr. R. Sriram is a B.Tech. (Civil) from IIT and M.S. in Construction Management and Soil Mechanics

from Oklahoma State University, USA. He has over 15 years of experience in management and

execution of large size construction projects.

(d) Job profile and his suitability

Mr. R. Sriram, being the Managing Director, would be responsible for overall management and

operations of the Company. He brings to the fore, 15 years of diverse experience in area of

construction and Infrastructure. The Board considers that his re-appointment as Managing

Director would be in the best of interest of the Company.

(e) Remuneration Proposed

Basic Salary : Rs. 1,20,000 per month

House Rent Allowance : Rs. 48,000 per month

Other Allowance : Rs. 32,000 per month

Contribution to Provident fund : As per the rules applicable to the Company

Entitlement to Leave : As per Company policy

(f) Comparative remuneration profile with respect to industry, size of the Company, profile of the

position and person

On a comparative study of other construction and infrastructure companies and commensurate

with the size of the business of the Company, the proposed remuneration to Mr. R. Sriram is in line

with the industry standards considering his diverse experience in the construction and

Infrastructure sector and the fact that as Managing Director, he would be responsible for overall

management and operations of the Company.

(g) Pecuniary relationship directly or indirectly with the Company, or relationship with the

managerial personnel, if any

Except for the proposed remuneration and his shareholding of 631,911 shares, there is no other

pecuniary relationship between Mr. R. Sriram and the Company.

8



III. Other Information:

(a) Reasons of loss or inadequate profits

The Company has incurred losses to the tune of Rs. 3.95 crores during the year 2009-10, mainly on

account of reduced operations, increase in interest cost, bad debts and provision for stressed

assets.

(b) Steps taken or proposed to be taken for improvement

The Company would be raising funds through issue of securities for funding future expansion in

infrastructure division and diversification into the Oil & Gas sector. The Company, would in the

forthcoming years increase the income from operations.

(c) Expected increase in productivity and profits in measurable terms

The Company is scaling up its infrastructure business. Further with the diversification into Oil &

Gas sector, the Company expects to earn substantial profits in coming years.

IV. Disclosures:

The requisite disclosures will be made in the Annual Report and also under the head Corporate

Governance in the Directors’ Report.

This may also be considered as an abstract pursuant to Sec. 302 of the Companies Act, 1956, of the

terms and conditions of this appointment.

Except for Mr.R.Sriram, Managing Director of the Company no other Director is directly or indirectly

concerned or interested in the Resolution.

Item No.6 :

Mr.G.V.Satish Narayana was re-appointed as the Executive Director of the Company with effect from

September 27, 2009 at a remuneration of Rs.1,35,000 per month. The Remuneration Committee at its

meeting held on August 20, 2010 recommended re-appointment of Mr.G.V.Satish Narayana as the Executive

Director of the Company for a further period of one year with effect from September 27, 2010 at same

remuneration. The Board at its meeting held on August 20, 2010 recommended to the Shareholders for

appointment of Mr.G.V.Satish Narayana as Executive Director of the Company for a period of one year on the

same terms and conditions as recommended by the remuneration committee.

Since the Company has incurred a loss for the year 2009-10, profits of the Company are inadequate for

payment of the proposed remuneration to the Executive Director. Hence the Company proposes to fix the

remuneration within the limits mentioned in Section II of Part II of Schedule XIII of the Companies Act, 1956.

In accordance with the requirements of Clause (B) of Section II of Part II of Schedule XIII of the Companies Act,

1956, the following information is provided:

I. General Information:

(a) Nature of the Industry

The Company is engaged in the business of construction and Infrastructure.

9



(b) Date or expected date of commencement of commercial production

Not Applicable.

(c) In case of new companies, expected date of commencement of activities as per project

approved by financial institutions appearing in the prospectus

Not Applicable.

(d) Financial performance based on given indicators

Particulars 2009-10 2008-09

Total Income (Rs. in Crores) 24.81 36.60

Profit After Tax (Rs. in Crores) (3.94) (12.92)

Networth (Rs. in Crores) 18.17 11.25

Earnings per share (Rs.) (3.20) (12.31)

(e) Export performance and net foreign exchange collaborations

Not Applicable.

(f) Foreign investments or collaborators, if any

SAAG Consolidated (M) Bhd. through its subsidiary SAAG (Mauritius) Ltd., currently holds

3,813,000 Equity Shares representing 24.82% of paid-up capital in the Company.

II. Information about the appointee:

(a) Background details

Mr. G.V.Satish Narayana is a B.Tech. and M.Tech. - Metallurgical Engineering from IIT (1985-89). He

was a Lead Auditor for ISO 9000 Quality System and has over 10 years of experience in design,

documentation and implementation of Quality Systems in Automobile, Construction and

Software industries.

(b) Past Remuneration

His past remuneration was Rs.1.35 lakhs per month.

(c) Recognition or awards

Mr. G.V.Satish Narayana has over 10 years of experience in design, documentation and

implementation of Quality Systems in Automobile, Construction and Software industries.

(d) Job profile and his suitability

Mr. G.V.Satish Narayana, being the Executive Director, would be responsible for project execution

and operations of the Company. He brings to the fore, over 10 years of diverse experience in

design, documentation and implementation of Quality Systems in Automobile, Construction and

Software industries. The Board considers that his re-appointment as Executive Director would be

in the best of interest of the Company.

10



(e) Remuneration Proposed

Basic Salary : Rs. 81,000 per month

House Rent Allowance : Rs. 32,400 per month

Other Allowance : Rs. 21,600 per month

Contribution to Provident fund : As per the rules applicable to the Company

Entitlement to Leave : As per Company policy

(f) Comparative remuneration profile with respect to industry, size of the Company, profile of the

position and person

On a comparative study of other construction and infrastructure companies commensurating

with the size of the business of the Company, the proposed remuneration to Mr. G.V.Satish

Narayana is in line with the industry standards considering his diverse experience in the

construction and Infrastructure sector and the fact that as Mr. G.V.Satish Narayana, he would be

responsible for operations of the Company.

(g) Pecuniary relationship directly or indirectly with the Company, or relationship with the

managerial personal, if any

Expect for the proposed remuneration and his shareholding of 2,600 Shares, there is no other

pecuniary relationship between Mr. G.V.Satish Narayana and the Company.

III. Other Information:

(a) Reasons for loss or inadequate profits

The Company has incurred losses to the tune of Rs. 3.95 crores during the year 2009-10, mainly on

account of reduced operations, increase in interest cost, bad debts and provision for stressed

assets.

(b) Steps taken or proposed to be taken for improvement

The Company would be raising funds through issue of securities for funding future expansion in

infrastructure business and diversification in the Oil & Gas sector. The Company would in the

forthcoming years increase the income from operations.

(c) Expected increase in productivity and profits in measurable terms

The Company is scaling up its infrastructure business. Further, with the diversification into Oil &

Gas sector, the Company expects to earn substantial profits in coming years.

11



IV. Disclosures

The requisite disclosures will be made in the Annual Report and also under the head Corporate

Governance in the Directors’ Report.

This may also be considered as an abstract pursuant to Sec. 302 of the Companies Act, 1956 of the

terms and conditions of this appointment.

Except for Mr.G.V.Satish Narayana, no other Director is directly or indirectly concerned or interested in

the Resolution.

By Order of the Board

Place : Chennai S. Abishek

Date : August 20, 2010 Company Secretary

12



PROFILE OF DIRECTORS

Mr. V. Vasudevan, Chairman:

Mr. V. Vasudevan is a qualified B.L. and ACS. He has over two decades of experience in corporate laws, scrutiny

of titles of properties, drafting of agreements/contracts, drafting sale deeds and other documents. He also

has vast experience in human resources development, including recruitment and training. Mr.Vasudevan is an

independent director and non-executive Chairman of the Board of SAAG RR.

Mr. R. Sriram, Managing Director:

Mr. R. Sriram is the Managing Director of SAAG RR and he is involved in day-to-day affairs of the Company. He is

a B.Tech. (Civil) from IIT and M.S. in Construction Management and Soil Mechanics from Oklahoma State

University, USA. He has more than 15 years of experience in management and execution of large size

construction projects. He has also dealt with various technical experts across the globe and developed

strategies for the growth of the Company.

Mr. G.V. Satish Narayana, Executive Director :

Mr. G.V.Satish Narayana is a B.Tech. and M.Tech. - Metallurgical Engineering from IIT (1985-89). He is a Lead

Auditor for ISO 9000 Quality System and has over 10 years of experience in design, documentation and

implementation of Quality Systems in Automobile, Construction and Software industries. His experience in

systems spans from developing simple database applications to large-scale multi-user multi- environment

systems. He gives direction to SAAG RR in IT related areas.

Mr. V.Sivakumar, Director:

Mr. V.Sivakumar is an Independent director on the Board of the Company. He is a Fellow Member of the

Institute of Chartered Accountants of India and is a Partner of M/s. Suri & Siva, Chartered Accountants for the

past 27 years. He has wide experience in Statutory audit and Internal audit. Mr.Sivakumar is also the Chairman

of the Audit Committee of SAAG RR.

Dato' Abu Bakar Bin Abdul Hamid, Director :

Dato' Abu Bakar Bin Abdul Hamid is a Malaysian National. He has a Degree in Bachelor of Economics (Hons)

from the University of Malaya, Malaysia and Diploma in International Trade from Indian Institute of Foreign

Trade in New Delhi, India. He is currently the Chairman (Non-Executive) of the Board of SAAG Consolidated

(M) Berhad. He is also the Chairman of the Audit Committee, Remuneration Committee, Option Committee

and Nomination Committee of SAAG Consolidated (M) Berhad.

Mr. Makhtar Bin Mohamed, Director :

Mr. Makhtar Bin Mohamed is a Malaysian National. He is a Chartered Accountant registered with the

Malaysian Institute of Accountants. He is currently an Independent Non-Executive Director on the Board of

SAAG Consolidated (M) Bhd. He is also a Member of the Audit Committee, of SAAG Consolidated (M) Bhd.

13



DIRECTORS' REPORT

Dear Members,

Your Directors hereby present their report on the business and operations of your Company along with the

Annual Report and Audited Financial Statements for the financial year 2009-10.

OPERATIONS :

The adverse impact of economic downturn felt in the previous year 2008-09 continued. Revenue from

operations during the current year was at Rs 16.87 Crores as against Rs. 35.85 crores in 2008-09 due to

premature closure of projects. The operating margin was positive at Rs 1.69 lakh. However, the Company

incurred a net loss mainly due to high interest and finance charges and provision for stressed assets. The

Company was able to reduce its losses during the year 2009-10 to Rs. 3.9 crores as compared to a loss of

Rs.12.92 crores in 2008-09. The Company made efforts to restructure its finances and operations. The

Company raised Rs.9.4 crores through preferential allotment of equity shares and is in the process of raising

additional funds to meet its expansion/ diversification plans.

The Company divested its holdings in its subsidiaries M/s. TPS Builders Ltd and M/s. SAAG RR Oil and Gas

Technology Ltd (now known as SAAG Oil Technology (India) Ltd)

DIVIDEND:

In view of the losses incurred during the year and the need to conserve resources of the Company, your

Directors have not recommended dividend for the financial year 2009-10.

STATUS OF ONGC CONTRACTS:

The workover rig ‘SAAG Pacific’ is currently at the Mumbai port undergoing final verification for compliance

with ONGC’s contract specifications. Mobilisation of ̀ SAAG Pacific’ can only be determined upon completion

of Third Party Inspection sometime in October 2010 and on ONGC accepting the rig. The mobilization of the

workover rig ‘SAAG Saffron’ will only be expected after successful deployment of ̀ SAAG Pacific’.

MANAGEMENT DISCUSSION & ANALYSIS:

Global Economy:

The year 2009-10 saw the major economies recovering from the recession and posting a moderate GDP

growth. The concerted efforts of the developed world coupled with stimulus packages has had a major

influence on the recovery.

Indian Economy:

The Indian Economy has been on the path of a sustainable recovery from the economic slow-down of 2008-09

and has clocked a growth rate of around 7.2 percent in 2009-10 exceeding the expectations. It is poised to

grow at the rate of 8.5% in 2010-11. The rate of investment is around 36% of GDP in 2009-10 and is expected to

rise to 37% of GDP in 2010-11 and 38.5% of GDP in 2011-12. These rates should enable the Indian economy to

grow in a sustained manner at around 9%. Private corporate investments and total investment in fixed assets

are also expected to recover strongly.

14



Company’s Business Profile, Future Outlook & New Business Opportunities:

SAAG RR is involved in the business of construction and infrastructure since 1995. SAAG RR specialises in

executing Civil, Mechanical and Electrical contracts and is pre-qualified to execute: Multi-storeyed towers of

residential flats; specialised industrial structures including major assembly hangers; sewage & effluent

treatment plants; water treatment plants and IT Parks. With the support of SAAG Malaysia, the Company is

making its entry into the oil & gas industry. The Company now owns the offshore workover rig ‘SAAG Pacific’.

The Company with the technical collaboration of M/s. SAAG Drilling and Well Services Sdn Bhd has the

experience, in-house capability for design, engineering and construction and the necessary manpower for

executing the contract.

Infrastructure Sector Outlook & Opportunities:

The thrust by the Government of India on development of infrastructure in the country has resulted in a huge

increase of investment in this sector. The investment in infrastructure in India has increased from 4.9% of GDP

in 2002-03 to around 6 % in 2009-10. The expected expansion of investment in physical infrastructure,

including housing will drive the construction sector. Accordingly, the GDP arising form the construction sub-

sector would rise by 10% in 2010-11 and is likely to inch up to 11% in 2011-12. The Eleventh Plan projections

imply that only about 70 % of the infrastructure needs can be met from public resources and the remaining

30% would come from private investments in various forms such as Public Private Partnerships (PPP). Such

private participation would not only provide the much needed capital but also help in improving the

efficiency. The scope for expansion in this sector coupled with the Government’s intention to boost

infrastructure through its massive spending makes it one of the attractive sectors to invest in.

Indian Oil and Gas Industry Outlook:

The Indian oil and gas sector is one of the core industries in India and is significantly linked to the entire

economy. India’s energy needs are expected to grow many times in the years to come. Hence, there is an

emergent need for wider and intensive exploration for new finds, more efficient and effective recovery and

optimally balanced global price regime. The current levels of per capita energy consumption in India are

extremely low as compared to the rest of the world esp. when compared with the developed countries. India

has approximately 5.6 billion barrels of proven oil reserves and 38 trillion cubic feet (Tcf) of proven natural gas

as of January, 2010. India produced roughly 880 thousand barrels per day of total oil in 2009 from over 3600 oil

wells. It produced approximately 1.4 Tcf of natural gas in 2009. In 2009, India consumed nearly 3 million

barrels of oil per day, making it the fourth largest consumer of oil in the world. It consumed around 1.8Tcf of

natural gas in 2009. It is expected that the growth in annual consumption of oil will be approximately 100

thousand barrels per day through 2011. As a net importer of oil, the Indian government has policies aimed at

increasing domestic exploration and production (E&P) activities. As part of an effort to attract oil majors with

deepwater drilling experience and other technical expertise, the Ministry of Petroleum and Natural Gas

created the New Exploration License Policy (NELP) in 2000, which for the first time permits foreign companies

to hold 100 % equity ownership in oil and natural gas projects. Despite this, international oil and gas

companies currently operate a small number of fields. Most of India’s crude oil reserves are located offshore,

in the west of the country, and onshore in the northeast. Substantial reserves, however, are located offshore

in the Bay of Bengal and in Rajasthan state. India’s largest oil field is the offshore Mumbai High field, located

north-west of Mumbai and operated by ONGC. Another of India’s large oil fields is the Krishna-Godavari basin,

located in the Bay of Bengal.

15



Opportunities in the Workover Rig Business:

As a result of huge increase in energy demand in India, Oil majors are on a major drive to improve the

efficiency and productivity of their wells. Hence there is an immediate and growing need for offshore work

over rigs to maintain the oil wells and increase the productivity of the wells. The Company sees growing

opportunity in the off shore work over rig industry and is positioning itself to tap into this market.

SWOT Analysis of SAAG RR:

Strength

l It has got more than 15 years of experience in the execution of the various construction

projects.

l It is pre-qualified to execute single projects worth Rs.60 crores in Infrastructure business.

l It has good engineering skills to complement the client and provide value addition to the

end product. The Company has built teams to handle every aspect in execution of

projects, Purchase, Execution, Finance, Planning and Monitoring and CRM.

l Quality & Safety standards developed by the Company are benchmarked against

international norms.

l Alliance with SAAG has helped in improving the brand name and financial strength and

this would also help technically in oil & gas projects.

l Board members of the Company have multifaceted and professional expertise in

different segments of infrastructure development activities.

Weakness

l It is a mid sized Company, it will take some time to attract exceptional talent in the

industry into its fold.

l Growing geographically, it needs to strengthen its organizational structure to handle

multiple sites.

l Due to high leverage, it is facing financial constraints.

l Is dependent on the expertise of SAAG group of companies in oil & gas business.

Opportunities

l The Government of India’s planned investment in physical infrastructure and the Public

Private Partnership model to develop infrastructure will throw up plenty of opportunities

for Indian companies to participate in the Indian infrastructure growth story and benefit

from it.

l Demand for natural gas has been increasing at high rate in India and therefore the

business potential in this sector is very high. There is a tremendous opportunity for

growth in this sector for our Company.

l The Company has two subsidiaries namely M/s. SAAG Energy Ltd and M/s. QEDi Proteus

Energy Ltd which will enable the Company to venture into integrated engineering,

manpower consultation and allied services to the companies in Oil & Gas sector.

16



l

productivity of its wells. They will require the services of offshore modular workover rigs

and SAAG RR is well equipped with the support of SAAG group to capitalize on this

opportunity.

Threat

l All government and public sector undertakings award contracts to the lowest bidder. This

results in under cutting and thinner margins. The Company with its quality and safety

standards has to be extra cautious in bidding projects with the right margins to ensure

continuous order book and at the same time maintain healthy margins.

l Since the construction and infrastructure sector is fragmented, competition is very high

and major players could give stiff competition as they are big in size and already have

experience in executing the roads, water & sewer works, buildings and gas pipeline

projects.

l Sectors like oil & natural gas are very political sensitive both globally and domestically.

Hence this could adversely affect your Company’s entry and sustenance in this sector.

SUBSIDIARIES :

(a) The Company has two subsidiaries, i.e. SAAG Energy Ltd and QEDi Proteus Energy Ltd. SAAG

Energy Ltd is primarily engaged in manpower consultancy in the oil & gas sector. QEDi Proteus

Energy Ltd is a subsidiary of SAAG Energy Ltd and is established to provide specialised

engineering and support services to the oil & gas industry specific to India. QEDi Proteus Energy

Ltd would become a wholly owned subsidiary of the Company on transfer of QEDi’s stake to

Company. Further with the exit of Proteus Global Solutions and on proposed transfer of QEDi’s

stake to SAAG RR Infra Ltd, the name of the Company is proposed to be changed.

(b) During the year 2009-10, Company has divested its entire equity stake in M/s. TPS Builders Ltd

and M/s. SAAG Oil Technology (India) Ltd (earlier known as SAAG RR Oil and Gas Technology Ltd)

to M/s. SAAG (Mauritius) Ltd. Consequently, both the companies are no longer subsidiaries of

the Company.

Oil majors around the globe are on a major drive to improve the efficiency and

17



FINANCIAL RESULTS:

(Rs. in Million)

Particulars 31.03.2010 31.03.2009

Contract Revenue 168.76 358.48

Other Income 79.32 7.55

Total Income 248.08 366.03

Expenditure

Project Expenses 143.98 301.34

Employee Cost 8.85 18.95

Administration Expenses 45.64 89.18

Total Expenses 198.47 409.47

PBDIT 49.61 (43.44)

Depreciation 9.14 8.28

Mis Exp not w/off - 3.34

PBIT 40.47 (5.06)

Finance cost 72.34 61.79

Prior period items 9.03 18.84

PBT (40.90) (135.70)

Provision for tax

Current tax 2.62 -

Deferred tax (1.15) (6.72)

Fringe benefit Tax - 0.20

PAT/ Loss (39.46) (129.21)

PBDIT% (19.99) % (11.87) %

PAT% (15.90) % (35.30) %

Analysis:

l Income from operations has decreased in FY 2009-10 to Rs.168.76 mn as compared to Rs.358.48

mn for FY 2008-09.

l Employee cost has decreased to Rs.8.85mn in 2009-10 as compared to Rs. 18.95 mn in 2008-09.

18



Finance cost has increased from Rs.61.79 mn to Rs.72.34 mn due to the working capital facilities

from Banks. The Company is planning to repay the high cost debt from the proceeds of the

Preferential/ Rights issue which the Company plans to complete by this fiscal year end.

l The Company incurred a loss of Rs.39.46 mn. for the financial year ended March 31, 2010 as

against a loss of Rs.129.21 mn. for the financial year ended March 31, 2009.

l Current Ratio is 1.63 as on March 31, 2010 as against 0.23 as on March 31, 2009 .

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company aims constant improvement and strives for better systems and controls. The Company has an

adequate internal control system. Further, the Company has an Internal Audit System wherein the audit is

conducted by an independent external agency. The Company for this purpose has appointed M/s. Sundar &

Ram, Chartered Accountants, Chennai as Internal Auditors who report on the Internal Control Systems to the

Audit Committee.

The Company uses a software (Construction Manager) to automize the systems and procedures for tendering,

budgeting, planning, procurement, monitoring and control which lead to an improved control systems. The

Construction Manager will ensure that the projects are executed within the budgets and provided valuable

information on deviations and further analysis.

HUMAN RESOURCES:

The Company continues for creating an environment of a high performance work culture. The Company has

63 employees as on March 31, 2010 working at corporate office and project sites.

REPORT ON CORPORATE GOVERNANCE:

In line with the requirements of Clause 49 of the Listing Agreement, a separate report on corporate

governance, along with a certificate of statutory auditors of the Company, is annexed herewith for the

information of the members.

DIRECTORS:

There are six Directors on the Board of Directors of the Company. Mr.V.Vasudevan and Mr. V.Sivakumar are

non-executive independent directors on the Board of the Company. Mr V. Sivakumar, Director of the Company

is to retire by rotation at the ensuing annual general meeting and being eligible offers himself for re-

appointment.

Mr.R.Sriram, Managing Director, and Mr.G.V.Satish Narayana, Executive Director of the Company are being

reappointed on the terms and conditions as specified in special business of the notice convening the fifteenth

Annual General Meeting.

The directors and the senior management have affirmed compliance with the code of conduct for the year

2009-10.

l

19



DIRECTORS’ RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

As required under Section 217 of the Companies Act, 1956, your Directors confirm that:

(a) In preparation of the annual accounts, the applicable accounting standards have been followed

and that there were no material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the Company at the end of the financial year and of the profits of the Company

for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets

of the Company and for preventing and detecting fraud and other irregularities; and

(d) The Directors have prepared the annual accounts on a going concern basis.

AUDITORS AND THEIR REPORT:

M/s. Sundar, Srini & Sridhar, Chartered Accountants, retire as Statutory Auditors at the ensuing annual general

meeting and being eligible, are recommended for re-appointment. A certificate in this regard has been

received to the effect that the re-appointment, if made, would be in accordance with Section 224(1B) of the

Companies Act, 1956.

With regard to outstanding statutory dues and loans, we wish to state that despite cash constraints the

Company has brought down the dues substantially compared to previous year and is committed to pay the

remaining dues. With regard to the observation of the auditor on inadequacy of the internal audit system

commensurate with the size of the Company and nature of its business, we wish to state that the Company

took steps to improve the internal audit system by increasing the scope of the internal audit and frequency of

reporting. However, we are taking further steps to strengthen the internal audit system.

INFORMATION AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

Your Company has no activity with regard to conservation of energy, research & development or technology

absorption. There were no foreign currency earnings or expenditure during this year.

RISK MANAGEMENT:

The Company has recognized the need for an integrated risk management framework and has taken

appropriate measures to design a comprehensive risk identification and mitigation framework which is

currently put to use effectively. The Board of Directors and the Audit Committee review the risk reports

periodically and facilitate the senior management to act accordingly to mitigate the risks faced by the

Company. The internal control policy is also reviewed periodically and realigned to meet the risk mitigation

requirements.

20



PERSONNEL:

Your Directors would like to place on record and acknowledge the commitment and dedication on the part of

the employees of your Company at all levels in continuing to contribute to your Company during tough times.

The industrial relations continues to be cordial. The Company strongly believes that the commitment and

loyalty of the employees is the key to success of its growth plan.

No employee of the Company was in receipt of remuneration over and above the sum specified under section

217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their sincere thanks to the Company’s suppliers, contractors,

clients, shareholders, auditors and bankers and other acquaintances for their continued support during the

year and look forward to their continued support in the future.

For and on Behalf of the Board

Place: Chennai V. Vasudevan,

Date: August 20, 2010. Chairman

21



REPORT ON CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:

The Board of Directors of SAAG RR Infra Ltd is fully committed in ensuring that the highest standards of

Corporate Governance are implemented and practiced in the Company as an integral part of

discharging its responsibilities to protect and enhance shareholders value. The Board understands that

effective corporate management and control as part of over all Corporate Governance today are

almost as important for investors decisions as the economic performance of a Company or that of its

share value. The Company continually monitors developments in the area of corporate governance,

and lead in developing and implementing best corporate governance practices.

2. BOARD OF DIRECTORS:

I. BOARD COMPOSITION:

Mr.V.Vasudevan is the Chairman of the Company and Mr.R.Sriram is the Managing Director.

There are 6 Directors on the Board comprising of the Managing Director, an Executive Director,

two Non-Executive Directors and two Non-executive Independent Directors.

II. BOARD MEETINGS:

During the financial year, the Board met 14 times on April 22, 2009, April 26, 2009, June 1, 2009,

June 11, 2009, June 30, 2009, July 5, 2009, July 31, 2009, August 27, 2009,

September 11, 2009, October 22, 2009, October 30, 2009, November 16, 2009,

November 23, 2009, January 29, 2010.

III. ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST AGM AND DETAILS

OF OTHER DIRECTORSHIPS AS ON MARCH 31, 2010.

Name of the Category of No. of Attendance Particulars No. of other No. of otherDirector Directorship Shares Board Last Directorship Committee*

held as Meeting AGM in Indian Membershipson 31.3.10 Public in Indian

Companies PublicCompanies

Mr.V.Vasudevan Chairman 4350 13 Yes 3 1(NEI)

Mr.R.Sriram Managing 572500 10 Yes 5 NilDirector

Mr.G.V.Satish Executive 2600 11 Yes 5 NilNarayana Director (E)

CA.V.Sivakumar Director (NEI) Nil 13 Yes Nil Nil

Dato’ Abu Bakar Director (NE) Nil Nil Nil Nil NilBin Abdul Hamid+

Mr. Makhtar Bin Director (NE) Nil Nil Nil Nil NilMohammed++

22

*Audit Committee, Shareholders’ Grievance Committee alone, have been considered for this purpose.



P – Promoter Director. E – Executive Director.

NE – Non Executive Director. NEI – Non Executive Independent Director.

Notes:

(a) ++ Mr. Makhtar Bin Mohamed was appointed as additional director with effect from April 28,

2009. Subsequently at the Annual General Meeting held on September 23, 2009 he was elected

as Director and is liable to retire by rotation.

(b) + Dato' Abu Bakar Bin Abdul Hamid who was intially appointed as additional director on March

31, 2009 was subsequently appointed by the shareholders on September 23, 2009 as Director

and is liable to retire by rotation.

3. AUDIT COMMITTEE:

I. TERMS OF REFERENCE:

The terms of reference of the Audit Committee of the Company are as detailed below.

As per Section 292A of the Companies Act, 1956 read with Clause 41 and Clause 49 of the Listing

Agreement, the Company is required to have an Audit Committee. The scope of the Audit

Committee is as follows:

(a) To oversee the Company’s financial reporting process and the disclosure of its financial

information to ensure that the Financial Statement is correct, sufficient and credible.

(b) To recommend the Board, the appointment, re-appointment and, if required, the

replacement or removal of the Statutory Auditor and the fixation of audit fees.

(c) To approve the payment for any other services (apart from Statutory Audit) rendered by

the Statutory Auditors.

(d) To approve the Annual Financial Statements before submission to the Board for approval,

with particular reference to:(i) Matters required to be included in the Directors’ Responsibility Statement to be

included in the Board’s Report in terms of Clause (2AA) of Section 217 of the

Companies Act, 1956(ii) Changes, if any, in accounting policies and practices and reasons for the same(iii) Major accounting entries involving estimates based on the exercise of judgment

by management(iv) Significant adjustments made in the financial statements arising out of audit

findings(v) Compliance with listing and other legal requirements relating to Financial

Statements(vi) Disclosure of any related party transactions(vii) Qualifications in the draft audit report.

(e) To approve, the quarterly, half yearly and Annual Financial Statements before submission

to the board.

23



(f) To review, with the management, performance of Statutory and Internal Auditors,

adequacy of the internal control systems.

(g) To review the adequacy of internal audit function, if any, including the structure of the

internal audit department, staffing and seniority of the official heading the department,

reporting structure coverage and frequency of internal audit.

(h) To discuss with the Internal Auditors any significant findings and follow up there on.

(i) To review the findings of any internal investigations by the Internal Auditors into matters

where there is suspected fraud or irregularity or a failure of internal control systems of a

material nature and reporting the matter to the board.

(j) To discuss with Statutory Auditors before the audit commences, about the nature and

scope of audit as well as post-audit discussion to ascertain any area of concern.

(k) To look into the reasons for substantial defaults in the payment to the depositors,

debenture holders, shareholders (in case of non payment of declared dividends) and

creditors.

(l) To review the Management discussion and analysis of financial condition and results of

operations;

(m) To review all the related party transactions whether in ordinary course of business or not.

(n) To review the Management letters / letters of internal control weaknesses issued by the

Statutory Auditors.

(o) To review the Internal audit reports relating to internal control weaknesses; and

(p) To discuss with the auditors about the internal control systems including the observations

of the auditor.

(q) To approve the appointment, removal and terms of remuneration of the Chief Internal

Auditors.

(r) To make appropriate recommendations to the Board on the details disclosed to the Audit

Committee of the application of funds raised through an issue (public issues, rights issues,

preferential issues etc.) and on the statement of funds utilized for purposes other than

those stated in the offer document/prospectus/notice.

(s) To review the functioning of the Whistle Blower mechanism.

The Audit Committee is vested with certain powers to discharge its duties:

(i) To have access to the records of the Company,(ii) To investigate any activity within its terms of reference,(iii) To seek information from any employee,(iv) To obtain outside legal or other professional advice,(v) To secure attendance of outsiders with relevant expertise, if it considers necessary.

Any recommendation made by the Audit Committee on any matter relating to financial

management including the audit report is binding on the Board. If the Board does not accept any

of the recommendations/suggestions made by of the Audit Committee, it shall record the

reasons therefore and communicate such reasons to the Shareholders.

24



II. COMPOSITION OF THE COMMITTEE, MEETINGS HELD AND ATTENDANCE DURING THE YEAR:

Particulars Name of the

Member/Chairman Held Attended

CHAIRMAN CA.V.Sivakumar 13 13

Members Mr. G. V. Satish Narayana 13 9

Mr. V. Vasudevan 13 13

III. AUDIT COMMITTEE MEETINGS:

July 31, 2009, August 12, 2009, September 11, 2009, September 16, 2009, October 22, 2009

October 30, 2009, November 5, 2009, November 16, 2009, December 28, 2009 & Jan. 29, 2010.

4. REMUNERATION COMMITTEE:


The Scope of the present Remuneration Committee extends to:(i) Appointment, fixing of remuneration and performance appraisal of all senior level

employees (Deputy General Manager level and above).(ii) Review and approving a uniform recruitment policy and a performance appraisal policy.(iii) Monitoring the implementation of the afore-said policies and recommending changes in

the policies as and when required.(iv) To take note of any change in Organizational Structure.

II. COMPOSITION OF THE COMMITTEE, MEETINGS HELD AND ATTENDANCE DURING THE YEAR:

Particulars Name of the Member/ No. of Meetings No. of Meetings

Chairman Held Attended

CHAIRMAN Mr.V.Vasudevan 2 2

Members Mr.R.Sriram 2 2

Mr.G.V.Satish Narayana 2 1

CA.V.Sivakumar 2 2

During the financial year, the Committee met 2 times on May 23, 2009 and August 27, 2009.

III. DETAILS OF REMUNERATION PAID TO THE DIRECTORS FOR THE YEAR ENDED MARCH 31, 2010 :

Executive Directors

The remuneration paid to Executive Directors is disclosed elsewhere in the annual report. The

remuneration payable to Executive Directors is fixed and there is no performance linked

incentive. Mr.R.Sriram was appointed as Managing Director for a period of one year with effect

from December 3, 2009, and Mr.G.V.Satish Narayana was appointed as the Executive Director of

the Company for a period of one year with effect from September 27, 2009. There is no notice

period and severance fee.

No. of Meetings No. of Meetings

During the financial year, the Board met 13 times on April 22, 2009, April 26, 2009, June 29, 2009,

25



Non-Executive Directors:

Remuneration by way of sitting fees for attending the Board/Committee meetings is paid to Non-

Executive Directors. The particulars of the sitting fees paid are as under:

Sl.No Board/Committees Sitting fees (Rs.)

1 Board 2500

2 Audit Committee 2500

3 Remuneration Committee 1000

4 Shareholders/Investors Grievance Committee 1000

5 Share Transfer Committee 1000

In addition to sitting fees, the Directors are entitled to Rs.250/- as conveyance for attending the

meeting.

Employee Stock Options:

The Company does not have a scheme for grant of stock options either to the Directors or to its

employees.

5. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE:


The role of the Shareholders/Investors Grievance Committee is to ensure that the Investor

Grievance/Complaints are redressed expeditiously. The Shareholders/Investors Grievance

Committee meets as and when required and reviews the Grievance/Complaints received and the

action taken to redress the same.

II. COMPOSITION OF THE COMMITTEE:

Particulars Name of the Member/Chairman

CHAIRMAN Mr.V. Vasudevan

MEMBERS Mr.G. V. Satish Narayana

CA.V.Sivakumar

For the year under review one meeting of the Committee was held on April 9, 2010 and all the

members were present at the meeting.

III. COMPLIANCE OFFICER & COMPLAINTS STATUS:

Mr. Abishek S, Company Secretary is the Compliance Officer of the Company. During the year the

Company received 8 letters/complaints from the Shareholders and the Company resolved these

to the satisfaction of the Shareholders. There is only one complaint pending at the close of the

year. The Company has a 48-hour Investor Grievance Redressal policy wherein all Investors

Grievances are attended to within 48 hours of receipt.

26



6. SHARE TRANSFER COMMITTEE:

Transfer of shares are processed by Cameo Corporate Services Limited and approved by the share

transfer committee comprising of Mr.V.Vasudevan as the Chairman and Mr.R.Sriram, Managing

Director as the member of the Committee. Transfers of Shares are effected and Share Certificates are

dispatched within 30 days from the date of receipt, if the relevant documents are complete in all

respects.

7. GENERAL SHAREHOLDERS INFORMATION:

Registered Office of the Company : No.51, R.K.Mutt Road, Mylapore, Chennai-600004.

Date of Book Closure : September 22, 2010 to September 24, 2010

(both days inclusive)

Listing on Stock Exchanges : Madras Stock Exchange Ltd.

Exchange Building , 11, Second Line Beach, Chennai –

600 001.

The Bombay Stock Exchange Ltd.

Phiroze Jheejeebhoy Towers,

Dalal Street, Mumbai - 400 001

Scrip Code : 531374 (BSE)

ISIN No. : INE396G01011

Details of Share Transfer Agent : M/S Cameo Corporate Services Ltd.

No.1, Club House Road, Chennai – 600 002.

Telephone No : 044-42957777

Demat Details : 64% of the Shareholding has been dematerialized as ston 31 March 2010.

Depositories : National Securities Depository Ltd.th thTradeworld, 4 & 5 Floors,

Kamala Mills Compound,

Lower Parel, Mumbai 400013.

Central Depository Services (India) Limited.

Phiroze Jeejoobhoy Towers,th28 Floor, Dalal Street, Mumbai – 400 023.

27



8. HIGH/ LOW & STOCK PERFORMANCE OF THE COMPANY IN COMPARISON WITH BSE SENSEX FOR THE

FINANCIAL YEAR 2009-10

Month & Year High/ Low price and volumes at

BSE Sensex

High Low Monthly Stock closing Sensex at close

(Rs.) (Rs.) Volume No. price (Rs.) of last trading

of Shares day of the month

April 2009 13.81 9.65 143691 10.93 11403.25

May 2009 21.87 10.25 176089 21.87 14625.25

June 2009 28.35 19.00 299247 21.35 14493.84

July 2009 21.70 14.85 212982 18.85 15670.31

August 2009 26.7 17.2 2209225 26.70 15666.64

September 2009 29.40 23.2 3121533 23.55 17126.84

October 2009 25.00 19.80 240092 19.80 15896.28

November 2009 20.70 17.20 322568 17.80 16926.22

December 2009 20.00 17.05 225850 18.30 17464.81

January 2010 26.70 17.80 1202616 20.10 16357.96

February 2010 22.65 17.50 3148614 20.85 16429.55

March 2010 22.65 16.60 448818 18.55 17527.77

There are no significant transactions on the Madras Stock Exchange during the year 2009-10.

9. SECRETARIAL AUDIT REPORT:

In compliance with the requirements of the Listing Agreements, Secretarial Audits have been carried

out every quarter by a Practising Company Secretary, to reconcile the total admitted capital with

National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and the

total issued and listed capital. The reports are submitted to Stock Exchanges from time to time.

Disclosures Regarding Suspense Account Pursuant To SEBI Circular No. SEBI/CFD/DIL/

LA/1/2009/24/04 Dated April 24, 2009:

As per the above mentioned Circular, Clause 5A stands for shares issued pursuant to the public issues or

any other issue which remain unclaimed and are lying in the escrow account and any unclaimed

benefits like Dividend, Bonus shares etc., which are to be credited to the Demat Suspense Account.

Your Company is taking steps to streamline the requirements in accordance with the circular.

Comparison of Stock price with

28



10. SHAREHOLDING PATTERN AS ON MARCH 31, 2010

Sl.No Category No. of shares Held % shareholding

1. Promoter Indian 591100 3.85

Foreign 3813000 24.82

2. Bodies Corporate 768274 5.00

3. Foreign Corporate Bodies 4860000 31.65

4. Foreign Nationals & NRI 119808 0.78

5. HUF’s 486521 3.17

6. Public (Including Clearing Members) 4721297 30.73

TOTAL 15360000 100

11. DEMAT/PHYSICAL STATUS BREAKUP {AS % OF TOTAL PAID-UP CAPTIAL} AS ON MARCH 31, 2010

12. MEANS OF COMMUNICATION:

The half-yearly/quarterly financial results are regularly submitted to the Stock Exchanges and are

published in one English newspaper and one vernacular newspaper as required by the Listing

Agreement of the Stock Exchange. The Annual Report is circulated to all the Shareholders.

13. SHAREHOLDING OF NON-EXECUTIVE DIRECTORS:

Non-Executive Directors appointed during the year do not hold any shares of the Company except for

Mr. V. Vasudevan who holds 4350 shares of the Company, as per the notice of shareholding pursuant to

Section 308 and Clause 49(IV) (E) (V) of Listing Agreement received from the directors.

14. CODE OF CONDUCT AND INSIDER TRADING:

All the members of the Board and Senior Management of the Company have complied with the

Company’s Code of Conduct. The Company has adopted a formal policy (Code of Conduct for

Physical36%

NSDL50%

CDSL14%

Physical

NSDL

CDSL

29



prevention of Insider trading of SAAG RR Infra Ltd) for prevention of Insider trading. Necessary rules

have also been issued in support of the code. The declaration as required under Clause 49 (I) (E) of the

listing agreement is given as Annexure I.

15. CORPORATE FILING AND DISSEMINATION SYSTEM (CFDS):

SEBI has vide its Circular No. CIR/CFO/DCR/3/2010 dated April 16, 2010 has discontinued the EDIFAR

system w.e.f. April 01, 2010 and amended the Listing Agreement accordingly. Instead, these quarterly

reports/statements are now required to be uploaded on the new portal viz,. Corporate Filing and

Dissemination System (CFDS), put in place by NSE & BSE.

Alternatively, shareholders may also refer to the Company’s website http://www.saagrr.co.in.

16. WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy and the same has been communicated to all the

employees of the Company. The Company has not denied any personnel access to the Audit Committee

of the Company (in respect of matters involving alleged misconduct) and that it has provided protection

to “whistle blowers” from unfair termination and other unfair or prejudicial employment practices.

17. GENERAL BODY MEETINGS:

Location and date/time for last three Annual General Meetings were:

Year Location Date Time

2006-07 Southern India Regional Council of Institute 27.09.2007 9.30 A.M

of Company Secretaries of India, ICSI-SIRC

House, New No.9, Wheat Crofts Road,

Nungambakkam, Chennai-600 034.









18. PASSING OF SPECIAL RESOLUTION(S):

I. THE COMPANY AT THE LAST 3 AGMS PASSED SPECIAL RESOLUTION(S) FOR THE FOLLOWING

SPECIAL BUSINESSES:

(a) Re-appointment and remuneration payable to Mr.R.Sriram, Managing Director.

(b) Appointment of Mr.G.V.Satish Narayana as Executive Director of the Company and

remuneration payable to him.

30



(c) Preferential Allotment of 4.86 million equity shares in aggregate to three strategic

investors.

(d) Authorisation to raise funds upto an aggregate value of Rs.100 crores.

(e) Alteration of Articles to increase authorized capital to Rs. 50 crores.

(f) Approving fund raising for an aggregate value of Rs. 60 Crores.

(g) Appointment of Mr.R.Ananthakrishnan as Chief Risk Officer.

II. NO SPECIAL RESOLUTION WAS REQUIRED TO BE PUT THROUGH POSTAL BALLOT LAST YEAR.

19. DISCLOSURES:

The details with regard to the related party transactions have been disclosed in note no.3 (n) of notes

on accounts. The Company has complied with certain non mandatory requirements such as

Chairman’s office, Constitution and composition of Remuneration Committee and whistle blower’s

policy. The Company will comply with the other non mandatory requirements in the coming years.

20. SUBSIDIARY COMPANIES:

The Company monitors the performance of its subsidiary companies inter alia by following means:

(a) The financial statements, in particular, the investments made by the subsidiary companies are

reviewed by the Audit Committee of the Company as and when applicable.

(b) The minutes of the Board meetings of the subsidiary companies are placed at the Board meeting

of the Company.

(c) The details of significant transactions and arrangements entered into by the subsidiary

companies are placed before the Board of the Company as and when applicable.

21. COMPLIANCE CERTIFICATE:

Certificate from Messrs. Aashish Kumar Jain & Associates, Company Secretaries confirming compliance

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

required under the Clause 49 (VII) of the Listing Agreement is given as Annexure II.

22. CEO/CFO CERTIFICATION:

The certificate as required under the Clause 49 (VIII) of the Listing Agreement is given as Annexure III.

23. PROFILE OF DIRECTORS:

A brief profile of the Directors of the Company and nature of their expertise in specific functional areas

are furnished elsewhere in this Annual Report.

31



24. OTHER DIRECTORSHIPS AND COMMITTEE MEMBERSHIPS OF THE DIRECTORS AS OF

MARCH 31, 2010

Name of the Director Other Indian Other Committee

with Designation. Directorships Memberships in India

Mr.V.Vasudevan, TPS Builders Limited TPS Builders Limited -

Chairman SAAG Energy Limited Chairman of Audit

QEDi Proteus Energy Committee and

Limited. Remuneration Committee

Mr. R.Sriram, Lucid Software Ltd. Nil

Managing Director TPS Builders Limited

SAAG Energy Limited

QEDi Proteus Energy Limited.

SAAG Oil Technology

(India) Limited

Mr.G.V.Satish Narayana, Lucid Software Ltd. Nil

Executive Director TPS Builders Limited

SAAG Energy Limited

QEDi Proteus Energy Limited

SAAG Oil Technology

(India) Limited

Mr.CA.V.Sivakumar, Nil Nil

Director

Mr. Dato’ Abu Bakar Bin Nil Nil

Abdul Hamid, Director

Mr. Enick Makhtar Nil Nil

Bin Mohamed, Director

ANNEXURE I

CODE OF CONDUCT – DECLARATION UNDER CLAUSE 49 (I) (E):

This is to certify that:

1. Pursuant to Clause 49 (I) (E) of the Listing Agreement with Stock Exchanges, a Code of Conduct for

the Board members and the Senior Management Personnel of the Company has been approved

by the Board at its meeting held on January 31, 2005

2. The said Code of Conduct has been uploaded on the web-site of the Company and has also been

circulated to the Board members and Senior Management Personnel of the Company.

3. All Board members and Senior Management Personnel have affirmed compliance with the said

Code of Conduct for the period ended March 31, 2010.

Place : Chennai R.Sriram

Date : August 20, 2010 Managing Director

32



ANNEXURE II

CERTIFICATE ON CORPORATE GOVERNANCE

To,

The Members of SAAG RR Infra Ltd

I have examined the Compliance of Corporate Governance procedures by SAAG RR INFRA Ltd for the year

ended March 31, 2010 as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock

Exchanges.

The compliance of Corporate Governance is the responsibility of the management. My examination was

limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the

compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion of

the Financial Statements of the Company.

In my opinion and to the best of my information and explanations given to me, I certify that the Company has

complied in all material respects with the conditions of Corporate Governance as stipulated in the above

mentioned agreements.

We state that during the year ended March 31, 2010, one investor grievance was pending against the

Company as per the records maintained by Company and presented to the Share Transfer & Investor

Grievances Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Aashish Kumar Jain & Associates

Company Secretaries

Aashish Kumar Jain

Place : Chennai Proprietor

Date : August 14, 2010 Membership No. 20164

33



ANNEXURE III

CEO/CFO CERTIFICATION:

We hereby certify that to the best of our knowledge and belief:

1. We have reviewed Financial Statements and the Cash Flow Statement for the year ended

March 31, 2010 and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or

contain statements that might be misleading;

(ii) 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.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during

the year which are fraudulent, illegal or in violation of the Company’s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and

that we have evaluated the effectiveness of internal control systems of the Company pertaining to

financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the

design or operation of such internal controls, if any, of which we are aware and the steps we have taken

or propose to take to rectify these deficiencies.

4. We have indicated to the auditors and the Audit committee

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed

in the notes to the Financial Statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any,

of the management or an employee having a significant role in the Company’s internal control

system over financial reporting.

R.Sriram

Managing Director

Place : Chennai

Date : May 29, 2010

34



AUDITOR'S REPORT TO THE MEMBERS OF SAAG RR INFRA LIMITED

1. We have audited the attached Balance Sheet of SAAG RR Infra Limited (‘the Company’) as at March 31,

2010 and the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on

that date annexed thereto. These financial statements are the responsibility of the Company’s

management. Our responsibility is to express an opinion on these financial statements based on our

audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those

Standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement. An audit includes examining, on a test

basis, evidence supporting the amounts and disclosures in the financial statements. An audit also

includes assessing the accounting principles used and significant estimates made by management, as

well as evaluating the overall financial statement presentation. We believe that our audit provides a

reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (‘the Order’) issued by the Central

Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (‘the Act’),

we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said

order.

Further to our comments in the Annexure referred to above, we report that:

(a) We have obtained all the information and explanations, which, to the best of our knowledge and

belief, were necessary for the purposes of our audit;

(b) In our opinion, the Company has kept proper books of account, as required by law so far as

appears from our examination of those books;

(c) The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this

Report are in agreement with the books of account of the Company;

(d) In our opinion, the Balance Sheet, the Profit & Loss Account & the Cash Flow Statement dealt

with by this report comply with the Accounting Standards referred to in Sub-section (3C) of

Section 211 of the Companies Act, 1956;

(e) On the basis of written representation received from the directors as on March 31, 2010 and

taken on record by the Board of Directors, we report that none of the directors is disqualified as

on March 31, 2010 from being appointed as a director in terms of Section 274 (1)(g) of the

Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us,

the said Balance Sheet, Profit and Loss Account & Cash Flow Statement read with Schedules and

Notes thereon, give the information required by the Companies Act, 1956, in the manner so

required and give a true and fair view in conformity with the accounting principles generally

accepted in India:

35



(i) in the case of the Balance Sheet of the Company, of the State of affairs of the Company as

at March 31, 2010;

(ii) in the case of the Profit and Loss Account, of the Loss of the Company for the year ended

on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For Sundar Srini & Sridhar


Firm Registration No: 004201S

S. Sridhar

Place: Chennai Partner

Date: May 29, 2010 Membership No: 25504

ANNEXURE TO THE AUDITOR'S REPORT:

The Annexure referred to in the auditors’ report to the members of SAAG RR Infra Limited (the

Company) for the year ended March 31, 2010. We report that:

1. (a) The Company has maintained proper records showing full particulars including quantitative

details and situation of fixed assets.

(b) The assets have been physically verified by the management at periodic intervals, which in our

opinion, is reasonable having regard to the size of the Company and the nature of its assets. No

material discrepancies have been noticed on such verification. In respect of assets lying at sites,

which have not been physically verified, there is a process of obtaining confirmation from the

respective sites.

( c) The Company has not disposed off substantial part of its fixed assets, which will affect the going

concern status of the Company.

2. (a) The Stock of traded goods of the Company has been physically verified at periodic intervals

during the year by the management. In our opinion, the frequency of such verification is

adequate.

(b) In our opinion, and according to the information and explanations given to us, the procedures

for physical verification of inventories followed by the management are reasonable and

adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company has maintained proper records of inventory .The discrepancies

noticed between the physical stocks as verified and the book records were not material and

have been properly dealt with in the books of account.

36



3. (a) The Company has not granted any loans, secured or unsecured from companies, firms or parties

covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4(iii)(a)

to 4(iii)(d) of the Order are not applicable. (b) The Company has not taken any loans, secured or unsecured from companies, firms or parties

covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4(iii)(e)

to 4(iii)(g) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate

internal control system commensurate with the size of the Company and the nature of its business with

regard to purchase of inventory and fixed assets and for the sale of goods and services. During the

course of audit, no major weakness has been noticed in the internal control system.

5. In our opinion and according to the information and explanations given to us, there is no transaction

that needs to be entered in the register maintained in pursuance of Section 301 of the Companies Act,

1956 during the year under audit. Accordingly, paragraph 4(v) of the Order is not applicable.

6. The Company has not accepted any deposits from the public. Accordingly, paragraph 4(vi) of the Order

is not applicable.

7. The Company has an internal audit system but is not adequate commensurate with the size and nature

of the business.

8. Maintenance of cost records has not been prescribed for the Company by the Central Government

under section 209(1) (d) of the Companies Act 1956 for any of the services rendered by the Company.

Accordingly, paragraph 4(viii) of the Order is not applicable.

9. (a) According to the information and explanations given to us and on the basis of our examination of

the records of the Company, amounts deducted /accrued in the books of account in respect of

undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax,

Sales Tax, Wealth Tax, Service Tax, Customs Duty and other material statutory dues have not

been regularly deposited during the year by the Company with the appropriate authorities. As

explained to us, the Company did not have any dues on account of Investor Education and

Protection Fund and Excise duty.

(b) There were no dues on accounts of Cess under Section 441A of the Companies Act, 1956 since

the aforesaid section has not yet been made effective by the Central Government of India.

(c) According to the information and explanations given to us, there are undisputed amounts

payable in respect of Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth

Tax, Service Tax, Customs Duty, Cess and other material statutory dues as at March 31, 2010 for

the period of more than six months from the day they became payable, as given below:

37



S. No. Name of the Statute Amount in Rs. as at March 31, 2010,

outstanding for a period of more

than six months from the day they

became payable

1 Employees’ Provident Funds and Miscellaneous

Provisions Act, 1952 8,565

2 Service Tax under Finance Act, 1994 2,180,929

3 Income Tax Act, 1961 – Fringe Benefit Tax 103,548

4 Income Tax Act, 1961 – Tax Deducted at Source 1,255,565

(d) According to the information and explanations given to us, there are dues of Income Tax which

have not been deposited with the appropriate authorities on account of any dispute.

Name of the Nature of the Amount in Period to which Forum where

Statue disputed dues Rs the amount relates disputes are

pending

Income Tax Penalty 1,400,000 Assessment Year Commissioner of

Act,1961 2003-2004 Income Tax

(Appeals), Chennai

Income Tax Penalty 500,000 Assessment Year Commissioner of

Act, 1961 2006-2007 Income Tax

(Appeals), Chennai



(Appeals), Chennai



(Appeals), Chennai

10. The Financial statements of the Company as on March 31, 2010 show accumulated loss of

Rs.3,34,28,234. The Company has incurred cash loss during the financial year covered by our audit and

also during immediate preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given

to us by the management, the Company has defaulted in repayment of dues with respect to Hire

Purchase loans taken from the financial institutions and banks as at Balance Sheet date.

12. Based on our examination and according to the information and explanations given to us, the Company

has not granted loans and advances based on security by way of pledge of shares, debentures and

other securities. Accordingly, paragraph 4(xii) of the Order is not applicable.

38



13. In our opinion and according to the information and explanations given to us, the Company is not a chit

fund/ nidhi/ mutual benefit fund/society. Accordingly, paragraph 4(xiii) of the Order is not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in

shares, securities, debentures and other investments. Accordingly, paragraph 4(xiv) of the Order is not

applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee

for loans taken by others from banks or financial institutions and accordingly, paragraph 4(xv) of the

Order is not applicable.

16. The Company has taken term loan from bank and has applied the same for the purpose for which the

Loan was taken.

17. On the basis of our examination of the Balance Sheet of the Company and according to the information

and explanations given to us, in our opinion, funds raised on short-term basis have not been used for

long-term investment and vice versa.

18. The Company has not allotted shares on preferential basis to Companies/Firms/parties covered in the

Register maintained under section 301 of the Companies Act, 1956. Accordingly paragraph 4(xviii) of

the Order is not applicable.

19. The Company has not issued any secured debentures. Accordingly paragraph 4(xix) of the Order is not

applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, paragraph 4(xx)

of the Order is not applicable.

21. According to the information and explanations given to us, no fraud on or by the Company has been

noticed or reported during the course of our audit.

For Sundar Srini & Sridhar


Firm Registration No. 004201S

S. Sridhar

Place: Chennai Partner

Date: May 29, 2010 Membership No: 25504

39



PARTICULARS Schedule 31.03.2010 31.03.2009Amount (Rs.) Amount (Rs.)

I. SOURCES OF FUNDS1. Shareholders' Funds

A. Share Capital 1 153,600,000 105,000,000 B. Share Application Money 78,391,475 - C. Reserves & Surplus 2 61,572,488 19,486,055

293,563,963 124,486,055 2. Loan Funds A. Secured Loans 3 580,950,776 528,899,236 B. Unsecured Loans 4 - 6,471,538

874,514,739 659,856,829 II. APPLICATION OF FUNDS1. Fixed Assets 5 Gross Block 201,198,343 196,918,690 Less: Depreciation Block 26,667,096 18,630,593 Less: Impairment Block 5,290,512 4,186,472

Net Block 169,240,735 174,101,625

2. Capital Work-in-progress 2,678,916,208 114,194,736 3. Investments

A. Investment Properties 72,176,939 72,176,939 B. Investment in subsidiaries 6 535,500 20,012,000

4. Deferred Tax Asset 1,705,673 2,852,122

5. Current Assets, Loans & AdvancesA. Inventories 7 4,632,998 34,347,899 B. Unbilled Revenue (net) 261,116,161 273,112,829 C. Sundry Debtors 8 201,505,262 196,779,685 D. Cash and Bank Balances 9 19,656,240 18,320,578 E. Loans & Advances 10 147,422,426 191,188,304

(A) 634,333,087 713,749,295 Less: Current Liabilities & Provisions (B) 11 2,715,821,637 437,229,888

Net Current Assets (A) - (B) (2,081,488,550) 276,519,407

6. Profit and Loss Account 33,428,234 -

874,514,739 659,856,829

Significant Accounting Policies & Notes to Accounts 19

The Schedules referred to above form an integral part of financial statements. "As per our report of even date."

For and on behalf of the Board of DirectorsFor Sundar Srini & SridharChartered Accountants

S.Abishek Company Secretary

Date: May 29,2010 Place: Chennai

S.SridharPartnerMembership No. 25504

R.SriramManaging Director

G.V. Satish NarayanaExecutive Director

Balance Sheet as at March 31, 2010

40



PARTICULARS Schedule 31.03.2010 31.03.2009Amount (Rs.) Amount (Rs.)

INCOME

Income From Operation 12 168,766,807 358,483,350

Other Income 13 79,315,877 7,545,448

248,082,684 366,028,798

EXPENDITURE

Project Expenses 14 143,975,688 301,339,680

Employee Cost 15 8,854,652 18,952,791

Administration & Other Expenses 16 45,255,895 88,935,694

Marketing Expenses 17 408,792 247,654

Finance Cost 18 72,343,520 61,791,454

Public Issue Expenses written off - 3,344,202

270,838,546 474,611,475

Profit / (Loss) before Depreciation, Impairment, Prior Period Items & Tax (22,755,862) (108,582,678)

Depreciation & Impairment 5 9,144,185 8,283,240

Profit / (Loss) before Prior Period Items and Tax (31,900,047) (116,865,918)

Less: Prior Period Items 9,027,000 18,839,674

Profit /( Loss) before Tax (40,927,047) (135,705,592)

Provision for Taxation (2,617,695)

Deferred Tax Charge / (Credit) 1,146,448 (6,723,042)

Fringe benefit tax - 223,752

Profit / (Loss) after Tax (39,455,800) (129,206,302)

Add: Balance brought forward from previous year 6,027,566 135,233,868

Surplus carried to Balance Sheet (33,428,234) 6,027,566

Number of shares outstanding during the period 12,310,849 10,500,000

Basic and Diluted Earnings per share before prior period items (in Rs.) (2.47) (10.51)

Basic and Diluted Earnings per share after priorperiod items (in Rs.) (3.20) (12.31)

Nominal Value of Share (in Rs.) 10.00 10.00

Significant Accounting Policies & Notes to Accounts 19

Profit & Loss Account for the year ended March 31, 2010

The Schedules referred to above form an integral part of financial statements."As per our report of even date".

41









Schedule - 1 31.03.2010 31.03.2009Amount (Rs.) Amount (Rs.)

Share CapitalAuthorised 50,000,000 Equity Shares of Rs.10/-each (Refer Note 3 (b) (I)) 500,000,000 300,000,000 (30,000,000 Equity Shares of Rs.10/-each)

Issued, Subscribed & Fully Paid up15,360,000 Equity Shares of Rs. 10/- each 153,600,000 105,000,000 (10,500,000 Equity Shares of Rs. 10/- each)(Of the above 3,813,000 (4,713,000) equity shares held by Holding Company SAAG Mauritius Ltd)

Total 153,600,000 105,000,000

Schedule - 2 31.03.2010 31.03.2009 Amount (Rs.) Amount (Rs.)

Reserves & SurplusCapital Reserve 11,959,091 11,959,091 General Reserve 1,499,397 1,499,397 Share Premium 48,114,000 - Balance in Profit & Loss A/c - 6,027,567

Total 61,572,488 19,486,055


Secured LoansHire Purchase loan from Banks 16,688,560 24,936,009 Hire Purchase Loan from Financial Institutions 3,787,573 36,927,122 Working capital Loans 360,474,643 467,036,105 Term Loan from Banks 200,000,000 -

Total 580,950,776 528,899,236


Unsecured LoansFinancial Institutions - 6,471,537

Total - 6,471,537

42

Schedules forming part of Balance Sheet as at March 31, 2010



43

1B

uild

ings

52,

993,

998

-

-

52,

993,

998

2,4

76,8

81

863

,802

-

3

,340

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-

-

-

5

0,51

7,11

7 4

9,65

3,31

4

2C

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ters

4,9

42,6

79

257

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-

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,184

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72,7

98

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3,5

57,0

57

339

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-

3

39,7

56

1,4

18,6

64

1,3

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ings

3,2

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00

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3,2

47,9

92

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,162

1

60,4

73

-

1,1

09,6

35

242

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-

2

42,2

55

2,0

48,5

75

1,8

96,1

02

4O

ffice

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quip

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ts 2

,393

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2

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00

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2,6

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05

189

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Investments Investment in subsidiaries :Proteus Energy Limited (Shares) 535,500 535,500 SAAG RR Oil & Gas Technology Limited (Shares) - 500,000 TPS Builders Limited (Shares) - 18,976,500

Total 535,500 20,012,000


InventoriesMaterials at site 4,632,998 7,129,459 Contract Work in Progress - 27,218,440

Total 4,632,998 34,347,899


Sundry DebtorsDebts outstanding for a period exceeding six months Unsecured, Considered Good 150,539,930 94,421,031 Less: Provision for Bad and Doubtful Debts - (3,510,894)

150,539,930 90,910,137 Other Debts Unsecured, Considered Good 50,965,332 105,869,548

Total 201,505,262 196,779,685


Cash and Bank BalancesCash on hand 1,185,963 322,696 Balance in Bank : - in Current Account 4,943,082 206,495 - in Deposit Account 13,527,195 17,791,387

Total 19,656,240 18,320,578


Loans & Advances (Recoverable In Cash Or For Value To Be Received) Unsecured - Considered GoodAdvance to Staff 263,260 - Advance to Subsidiaries 962,825 24,258,056 Other Advances 144,883,863 154,390,307 Other Deposits 1,312,478 12,539,941

Total 147,422,426 191,188,304

44



Schedules to Profit And Loss Account for the Year Ended March 31, 2010


Income From OperationIncome From Operation 168,766,807 358,483,350

Total 168,766,807 358,483,350


Other IncomeInterest Received 659,944 975,534 Rent - Investment properties 4,740,935 4,288,209 Rent - Plant and Equipment 7,909,393 - Loss on Sale of Asset (5,653) (250,187)Income Others 8,152,786 794,733 Foreign Exchange Gain 32,172,977 - Other income from sites (Scrap sales) 1,876,908 1,737,159 Profit on Sale of Investment 23,808,588 -

Total 79,315,877 7,545,448


Project Expenses(Increase) / Decrease in Construction Materials 2,496,462 9,182,080 Construction Expenses 141,330,221 290,119,960 Other Project Expenses 149,005 2,037,640

Total 143,975,688 301,339,680


Employee CostSalaries & Bonus 4,368,973 13,181,318 Staff Welfare 336,227 578,484 Statutory Expenses 631,953 2,221,740 Directors Remuneration 3,517,500 2,971,250

Total 8,854,652 18,952,791


Current Liabilities & ProvisionsCurrent LiabilitiesA.Sundry Creditors - Capital Goods 2,388,857,232 - B.Sundry Creditors - For Expenses/Services/Others 326,860,857 156,825,721 C. Due to Subsidiary Companies - 220,886,603 D. Provision for Taxation 103,548 59,517,564

Total 2,715,821,637 437,229,888

45




Administration & Other ExpensesProfessional Charges 4,826,757 4,031,167 Electricity Expenses 400,676 584,273 Travelling & Transportation Expenses 325,279 648,204 Repairs & Maintenance 1,107,278 1,783,504 Rent, Rates, Taxes & Insurance 1,680,325 622,811 Miscellaneous Expenses 659,712 353,935 Printing & Stationery 479,565 886,258 Postage, Telegram & Telephone Expenses 842,628 1,339,769 Tender Expenses 37,365 42,790 Sitting Fees - Directors 59,500 98,250 Books and Periodicals 4,525 - Audit Fees 750,000 677,500 Discount - 695,863 Donation - 11,188 Bad Debts written off & Provision for Doubtful debts 23,374,943 70,722,053 Foreign Exchange Fluctuation Loss - 6,331,442 Security Charges 65,937 - Rent, repairs & maintenance - Yard 2,224,434 - Brokerage & Commission 66,450 -Miscellaneous Written off 6,806,191 106,687 Obsolete Stock Written off 1,544,331 -

Total 45,255,895 88,935,694


Marketing ExpensesAdvertisement Expenses 42,370 131,645 Business Promotion Expenses 366,422 116,009

Total 408,792 247,654


Finance CostInterest & Finance Charges 72,343,520 61,791,454

Total 72,343,520 61,791,454

46



SCHEDULE 19

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2010

1. BUSINESS

The Company is a Public Limited Company incorporated and domiciled in India. The equity shares of

the Company are listed at the Stock exchanges of Mumbai and Chennai. The registered office and

principal place of business is located at No 51, R K Mutt Road, Mylapore, Chennai, Tamil Nadu, 600004,

India.

The Company, formerly known as RR Greenhands Infrastructure (India) Limited commenced its

business in 1995, with Real Estate development as the primary objective. Later on, they forged

alliances with the strategic infrastructure business leaders to specialize in the core infrastructure

sector.

SAAG (Mauritius) Ltd. is the holding Company of SAAG RR Infra Ltd. and the ultimate holding Company

is SAAG Consolidated (M) Bhd.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis for preparation of accounts

The Financial Statements have been prepared in accordance with the Generally Accepted

Accounting Principles in India (“GAAP”) under the historical cost convention on an accrual basis

and in compliance with the provisions of the Companies Act, 1956 and the mandatory

Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 issued

by the Central Government in consultation with the National Advisory Committee on

Accounting Standards. The Accounting Policies have been consistently applied by the Company

and are consistent with those used in previous year.

Accounting Policies not specifically referred to otherwise are consistent with the generally

accepted accounting principles followed by the Company.

(b) Fixed Assets and Depreciation

Fixed Assets are stated at cost less accumulated depreciation and any impairment loss where

the recoverable amount of the asset is estimated to be lower than its carrying amount. The cost

of an asset comprises its purchase price and any directly attributable costs of bringing the asset

to its working condition for its intended use.

Land and Capital Work-in-progress are not depreciated. Other assets are depreciated using the

Straight Line Method, at the rates and in the manner specified in Schedule XIV to the Companies

Act, 1956

Assets acquired under finance lease are depreciated on a Straight Line Method over the lease

term. Where there is a reasonable certainty that the Company shall obtain ownership of the

assets at the end of the lease term, such assets are depreciated at the rates prescribed under

Schedule XIV to the Companies Act, 1956.

When assets are disposed or retired, their cost and accumulated depreciation are removed from

the financial statements. Gain or Loss arising from the disposal of an asset is determined as the

47



difference between the net disposal proceeds and the carrying amount of the asset and is

recognized in the income statement for the relevant year.

(c) Impairment of Assets

As at each balance sheet date, the carrying amount of assets is tested for impairment so as to

determine:

(i) the provision for impairment loss, if any, required; or

(ii) the reversal, if any, required of impairment loss recognised in previous periods.

Impairment loss is recognised when the carrying amount of an asset exceeds its recoverable

amount.

Recoverable amount is determined:

(i) in the case of an individual asset, at the higher of the net selling price and the value in use;

(ii) in the case of a cash generating unit (a group of assets that generates identified,

independent cash flows), at the higher of the cash generating unit’s net selling price and

the value in use.

Value in use is determined as the present value of estimated future cash flows from the

continuing use of an asset and from its disposal at the end of its useful life.

(d) Investments

Investments that are readily realisable and intended to be held for not more than a year are

classified as current investments and are carried at lower of cost and fair value determined on an

individual investment basis whereas all other investments are classified as long term

investments and are carried at cost except provision for diminution in value is made to recognize

a decline other than temporary as specified in Accounting Standard (AS-13) on “Accounting for

Investments”

(e) Leases

(i) Assets acquired under leases where the Company has substantially all the risks and

rewards of ownership are classified as finance leases. Such assets are capitalised at the

inception of the lease at the lower of the fair value or the present value of minimum lease

payments and a liability is created for an equivalent amount. Each lease rental paid is

allocated between the liability and the interest cost, so as to obtain a constant periodic

rate of interest on the outstanding liability for each period.

(ii) Assets leased out under operating leases are capitalised. Rental income is recognised on

accrual basis over the lease term.

(f) Inventories

(i) Construction materials, raw materials, components, stores and spares are valued at

lower of cost calculated on First in First Out Basis (FIFO) or Net Realisable Value. Costs

comprise of all direct costs incurred in bringing the inventories to their present location.

(ii) Contract Work in Progress are valued at lower of Cost or Net Realisable Value. Cost

includes direct materials, labour, construction expenses & other related overheads.

48



(g) Sundry Debtors

Sundry Debtors are stated at their nominal value or discount value, as reduced by appropriate

allowances for estimated irrecoverable amounts, if any.

(h) Borrowings

Interest-bearing loans and overdrafts are recorded at the proceeds received. Finance charges,

including premiums payable on settlement or redemption and direct issue costs, are accounted

for on an accrual basis to the profit and loss account using effective interest method and are

added to the carrying amount of the instrument to the extent that they are not settled in the

period in which they arise.

(i) Trade payables

Trade payables are stated at their nominal value.

(j) Revenue Recognition

Revenue is recognised based on the nature of activity when consideration can be reasonably

measured and there exists reasonable certainty of its recovery.

(i) Revenue from construction/project related activity is recognised as follows:

• Cost Plus Contracts: Contract revenue is determined by adding the aggregate cost

plus proportionate margin as agreed with the customer.

• Fixed Price Contracts: Contract revenue is recognised using the percentage

completion method by adding the aggregate cost and proportionate margin of the

contract with an allowance for contingencies as detailed below.

Project Completion % (PCP) Contingency Provision %

Less than 20% 100%

Between 20% and 75% 20%


Percentage of completion is determined as a proportion of cost incurred-to-date

to the total estimated contract cost. Full Provision is made for any loss in the period

in which it is foreseen. Variations in contract work, claims and incentive payments

are included to the extent that they have been agreed with the customer. Where

the outcome of the contract cannot be estimated reliably, contract revenue is

recognised to the extent of contract costs incurred. Contract costs are recognised

as expenses in the period in which they are incurred.

(ii) Rent : Revenue is recognised on accrual basis.

(iii) Interest: Revenue is recognised on a time proportion basis taking into account the

amount outstanding and the rate applicable.

(iv) Scrap sales are accounted upon realization.

(v) Other items of income are accounted as and when the right to receive arises.

49



(k) Employee Benefits

Salaries, social security contributions, paid annual leave, bonuses are recognised as an expense

in the year when the employees have rendered their services to the Company. Sick leave is

recognised when the absence occurs.

The Company contributes to an employee provident fund for the benefit of its employees. The

Company charges the cost of such contributions as incurred.

Provision for gratuity is made on the basis of actuarial valuation and the liability is funded

through an insurance policy issued by Life Insurance Corporation of India.

Provision for leave encashment is made on the basis of actuarial valuation.

(l) Borrowing costs

Borrowing costs that are attributable to the acquisition, construction or production of a

qualifying asset are capitalised as part of cost of such asset till such time as the asset is ready for

its intended use or sale. A qualifying asset is an asset that necessarily requires a substantial

period of time to get ready for its intended use or sale. All other borrowing costs are recognised

as an expense in the period in which they are incurred.

(m) Foreign Currency Translations

(i) Conversion - All monetary items denominated in foreign currency are reflected at the

closing exchange rates prevailing on the Balance Sheet date; the resultant exchange

differences are recognized in the profit and loss account. Non-monetary items, which are

carried in terms of historical cost denominated in a foreign currency, are reported using

the exchange rate at the date of the transaction.

(ii) Initial Recognition - Income and Expenditure items involving foreign exchange are

translated at the exchange rate prevailing on the dates of transaction.

(iii) Exchange Differences - Exchange differences arising on foreign exchange transactions

settled during the year are recognized in the Profit & Loss Account for the year.

(n) Taxes on Income

(i) Current Tax:

Provision for Income Tax is determined in accordance with the provisions of Income Tax

Act, 1961. No provision for Tax is made in view of taxable loss for the Assessment Year

2010-11.

(ii) Fringe Benefit Tax:

Consequent to the abolition of Fringe Benefit Tax (FBT) by the Finance Bill 2009, no

provision has been made for Fringe Benefit Tax for the year ended March 31, 2010.

(iii) Deferred Tax Provision:

Deferred Tax is recognised on timing differences being the difference between the

taxable income and accounting income that originate in one year and are capable of

reversal in one or more subsequent years. Deferred tax assets are recognised only if there

is a reasonable certainty of their realization.

50



(o) Use of Estimates

The presentation of financial statements in conformity with generally accepted accounting

principles requires management to make estimates and assumptions that affect the amounts

reported in the financial statements and accompanying notes. Although these estimates are

based on management’s best knowledge of current events and actions the Company may

undertake in future, actual results ultimately may differ from the estimates. Any revision to

accounting estimates is recognised prospectively in future periods.

(p) Expenditure and provisions

Expenses are accounted on accrual basis and provisions are made for all known losses and

liabilities.

A provision is recognised when an enterprise has a present obligation as a result of past event; it

is probable that an outflow of resources will be required to settle the obligation, in respect of

which a reliable estimate can be made. Provisions are not discounted to its present value and are

determined based on best estimate required to settle the obligation at the balance sheet date.

These are reviewed at each balance sheet date and adjusted to reflect the current best

estimates.

(q) Segment Reporting policies

The main business of the Company is construction of residential and commercial properties,

operating and maintaining infrastructure facilities and all other related activities which revolve

around the main business and as such there are no separate reportable segments as specified in

Accounting Standard (AS-17) on “Segment Reporting”. The Company is primarily operating in

India, which is considered as a single geographical segment.

3. Notes to Accounts

(a) All amounts in the financial statements are presented in Rupees and as otherwise stated, figures

for the previous year have been regrouped / rearranged / reclassified wherever considered

necessary to conform to the figures presented in the current year. Figures have been rounded off

to the nearest rupee.

(b) Share Capital

(i) Authorised: As at 31.03.2010 As at 31.03.2009

Rs Rs

3,00,00,000 Ordinary shares of

Rs.10 each as at 01.04.2009 300,000,000 300,000,000

Created during the year* 200,000,000 -


Rs 10 each as at 31.03.2010 500,000,000 300,000,000

* Authorised Share Capital of the Company has been increased from Rs.30 Crores to Rs.50 Crores

in the Annual General Meeting of the Company in the month of September, 2009. However, a

notice to the Registrar of Companies seeking its approval for the same has not been done.

51



(ii) Paid Up Capital


Rs. 10 each fully paid up. 105,000,000 105,000,000

Allotted during the year 48,600,000 NIL

Total 153,600,000 105,000,000

A sum of Rs.8,99,397 was transferred to General Reserve in the year 2001 for 1,53,800 equity

shares of Rs.10 each as these shares were forfeited.

(c) Borrowings As at 31.03.2010 As at 31.03.2009

Rs. Rs.

(i) Secured:

Bank overdraft 360,474,643 467,036,105

Hire Purchase Loans from Banks 16,688,560 24,936,009

Term Loan from Banks 200,000,000 Nil

HP Loan from Financial Institutions 3,787,573 36,927,122

Total 580,950,776 528,899,236

(ii) Unsecured Loans

Banks - -

Financial Institutions - 6,471,537

Total - 6,471,537

Bank overdrafts of the Company are borrowings held at call by the banks. As of March 31, 2010,

the Company has bank overdrafts and other cash credit facilities (including Non Fund based)

from State Bank of India Limited totaling Rs.600,000,000. The effective interest rates of bank

overdrafts and other credit facilities range from 10% - 14.75% per annum.

The bank overdrafts and other credit facilities of the Company from State Bank of India are

secured as follows:

a. Primary Security: Hypothecation of Current Assets viz. Raw Materials, Work in Progress,

Consumables, Spares, Stores and Receivables.

b. Collateral Security: Plant & Machinery, Immovable properties at R.K. Mutt Road,

Velachery and vacant land at Trichy and personal guarantee given by director of the

Company and Corporate Guarantee given by SAAG Consolidated (M) Bhd & SAAG

(Mauritius) Ltd.

Loan from financial institutions are secured against respective Fixed Assets.

As at 31.03.2010 As at 31.03.2009

Rs. Rs.

52



(d) Deferred Tax Liabilities

31.03.2010

Rs. Rs.

At beginning of the year (2,852,122) 3,870,920

Net Deferred Tax Liability /

(Asset) on timing differences for the year 1,146,448 (6,723,042)

Deferred Tax (Asset) / Liability at

end of the year (1,705,674) (2,852,122)

The Creation /(reversals) of deferred tax liabilities are due to the tax effects on the temporary

differences arising from depreciation & impairment on Fixed Assets, employee related schemes

and disallowance U/s. 40(a) of the Income Tax Act, 1961.

(e) Retirement Benefits

The Company extends defined benefit plan in the form of gratuity to employees and

contribution to gratuity is to be made to Life Insurance Corporation of India in accordance with

the scheme framed by the corporation. As per Actuarial Valuation as on March 31, 2010 and

recognised in the financial statements in respect of gratuity is as under :

Particulars 31.03.2010 31.03.2009

Rs. Rs.

(i) Expenses recognised in the Profit & Loss Statement

Current service cost 303,607 502,572

Interest cost 99,318 50,720

Expected return on plan assets (27,150) (26,630)

Net actual loss / (gain) recognized in the year (3,81,184) 83,258

Expenses recognised in profit and loss statement (6,068) 609,920

(ii) Change in defined benefit obligation during the

year ended March 31, 2010

Present value of obligation as at beginning

of the year 12,70,550 634,000

Interest cost 99,318 50,720

Current service cost 3,03,607 502,572

Benefits paid (58,153) 0

Actuarial loss on obligation (3,81,184) 83,258

Present value of obligation as at the end of the year 12,34,138 1,270,550

31.03.2009

53



(iii) Change in fair value of plan assets during the

year ended March 31, 2010

Fair value of plan assets at the beginning of the year 3,22,523 295,893

Expected return on plan assets 27,150 26,630

Contributions made during the year 16,441 -

Benefits paid (58,153) -

Actuarial gain on plan assets 659 -

Fair value of plan assets at the end of the year 3,08,620 322,523

(iv) Balance sheet movements

Present value of obligation as at the

beginning of the year 12,34,138 1,270,550

Fair value of plan assets at the end of the year 3,08,620 322,523

(Asset)/Liability recognized in the Balance sheet 9,25,518 948,027

(v) Actuarial assumptions

Discount rate used 7.87% 8.00%

Expected return on plan assets 9.00% 9.00%

Estimates of future salary increase considered in

actuarial valuation take into account inflation,

seniority and other relevant factors. 10.00% 10.00%

(f) The Company extends non-contributory defined benefit plan in the form of leave encashment to

employees. Actuarial Valuation as on March 31, 2010, recognised in the financial statements in

respect of leave encashment is as under:

(i) Principal actuarial assumptions [Expressed as weighted averages] 31.03.2010 31.03.2009

Amount in Rs. Amount in Rs.

Discount Rate 7.87% 8.00%

Salary escalation rate 10.00% 10.00%

Attrition rate 15.00% 10.00%

Expected rate of return on Plan Assets 0.00% 0.00%

(ii) Changes in the present value of the obligation

(PVO) - reconciliation of Opening and

Closing Balances:

PVO as at the beginning of the period 1,810,694 991,000

Interest Cost 144,856 79,280


Past service cost - (non vested benefits) - -

Past service cost - (vested benefits) - -

Benefits paid - -

Actuarial loss/(gain) on obligation

(balancing figure) (558,860) 499,691

PVO as at the end of the period 1,557,290 1,810,694

54



(iii) Changes in the fair value of plan assets - reconciliation of Opening and Closing Balances:

Fair value of plan assets as at the beginning of the

period - -

Expected return on plan assets - -

Contributions - -

Benefits paid - -

Actuarial gain/(loss) on plan assets [balancing figure] - -

Fair value of plan assets as at the end of the period - -

(iv) Actuarial Gain / Loss Recognised

Actuarial gain / (loss) for the period - Obligation 558,860 (499,691)

Actuarial gain / (loss) for the period- Plan Assets - -

Total (gain) / loss for the period (558,860) 499,691

Actuarial (gain) / loss recognized in the period (558,860) 499,691

Unrecognized actuarial (gain) / loss at the end of the year - -

(v) Amounts recognised in the Balance Sheet

Present value of the obligation 1,557,290 1,810,694

Fair value of plan assets - -

Difference 1,557,290 1,810,694

Unrecognised transitional liability - -

Unrecognised past service cost - non vested benefits - -

Liability recognized in the balance sheet 1,557,290 1,810,694

(vi) Expenses recognised in the Statement of Profit and Loss:


Interest Cost 144,856 79,280

Expected return on plan assets - -

Net actuarial (gain)/loss recognised in the year (558,860) 499,691

Transitional Liability recognised in the year - -

Past service cost - non-vested benefits - -

Past service cost - vested benefits - -

Expenses recognized in the statement of profit and loss (253,404) 819,694

55



(g) Construction Contracts

Disclosure pursuant to Accounting Year ended Year ended

Standard (AS) 7 (Revised) 31.03.2010 31.03.2009

Rs Rs

Contract Revenue for the year 168,766,807 358,483,349

Aggregate amount of contract costs incurred

& recognised profit (less recognised losses)

for all contracts in progress upto reporting date. 276,305,170 202,514,232

Amount of customer mobilization advances

outstanding for contracts in progress as at reporting date 383,338 2,008,338

Retention amount due from customers for the

contracts in progress as at reporting date 7,895,725 3,062,358

Pursuant to Accounting Standard 7 (Revised) on Construction contracts, the following

additional disclosure is made:

In view of attachment by the Income Tax Department and consequential freezing of operations,

few contracts have been terminated by the clients during the year. The management is in the

process of negotiating with them and is confident of restoring the past good relationship now

that the attachment has been lifted. So far, a sum of Rs. 20,735,071 has been written off as bad

debts and necessary provisions have been made in respect of unbilled revenues with whom final

settlement has been made to the extent of Rs. 49,986,982. In other cases, the possible losses

that may arise on account of such termination could not be quantified. However the aggregate

billed & unbilled receivables net of provision for doubtful debts from such contracts not

included in the above table is Rs. 122,914,669 as on the Balance Sheet Date. Aggregate billed

and unbilled receivable from the contracts under arbitration not included in the above table is

Rs. 38,651,102.

(h) Auditors Remuneration Year ended Year ended

31.03.2010 31.03.2009

Rs Rs

Statutory Audit including fee for Limited Review 675,000 500,000

Taxation Matters 75,000 75,000

Certification 32,500 102,500

Total 782,500 677,500

56



(i) Earnings per Share

Basic earnings per share have been calculated by dividing the profit for the period attributable to

equity shareholders, by weighted average number of equity shares outstanding at the end of the

period. The Company has not issued any potential equity shares and accordingly the basic and

diluted earnings per share are the same.

Particulars Year ended Year ended

31.03.2010 31.03.2009

Rs Rs

Earnings

Earnings for the purpose of basic earnings per share (39,455,801) (129,206,301)

Add: Prior Period Items 9,027,000 18,839,674

Earnings for the Basic EPS Before Prior Period Items (30,428,801) (110,366,627)

Number of shares

Weighted Average Number of ordinary shares for the

purpose of basic earnings per share 12,310,849 10,500,000

Basic and diluted Earnings per Share after

Prior Period Items (3.20) (12.31)

Basic and diluted Earnings per Share

before prior period items (2.47) (10.51)

(j) Commitments and contingencies

Liabilities, which are material and whose future outcome cannot be ascertained with reasonable

certainty are treated as contingent. The contingencies as of March 31, 2010 are given below:

Year ended Year ended

31.03.2010 31.03.2009

Rs. Rs.

(i) Bank Guarantees 49,871,741 98,766,839

(ii) Corporate Guarantee provided for the

credit facilities availed by the subsidiary

TPS Builders Ltd. with Union Bank of India Nil 40,600,000

(iii) Income Tax Liability (including penalty)

that may arise in respect of which,

the Company has gone for appeal 29,00,000 1,708,000

(iv) Capital commitments not provided for 50,000,000 -

Total 102,771,741 141,074,839

Claims against the Company not acknowledged as debts 1,446,125 1,969,811

Interest and penalties on arrears of all overdue statutory liabilities and non-filing of returns

could arise as and when assessed and determined by the respective authorities.

57



(k) Payments in Foreign Currency Year ended

31.03.2010 31.03.2009

Rs Rs

Capital Work in Progress – ONGC 48,355,806 Nil

Expenses Nil Nil

Total 48,355,806 Nil

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

Micro, Small and Medium Enterprises Development Act, 2006 which came into effect from

October 2, 2006, and hence disclosure, if any, relating to amounts unpaid as on March 31, 2010

together with interest paid/payable as required under the Act, have not been given. The

Company has obtained confirmations from only a few creditors.

(m) Related Party Disclosures

In the normal course of business, the Company enters into transactions with affiliated

companies in their Group (that is, enterprises that are controlled or influenced by major

shareholders / Directors of the Company, directly or indirectly). The transactions with the

affiliated companies in the ordinary course of business are summarised below:

List of Related Parties

(i) Reporting Entity SAAG RR Infra Limited

(ii) Holding Company SAAG (Mauritius) Limited

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

(iv) Subsidiaries TPS Builders Limited - 60% subsidiary

(Ceased w.e.f Oct 2009)

SAAG Energy Limited(formerly known as Proteus Energy

Limited) – 51% subsidiary

SAAG RR Oil & Gas Technology Limited - 100%

subsidiary(Ceased w.e.f Oct 2009 )

(v) Step Subsidiary QEDi Proteus Energy Limited

(vi) Fellow Subsidiaries SAAG Oil & Gas Sdn Bhd

SAAG Infrastructure Sdn Bhd

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

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

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

G.V.Satish Narayana - Executive Director

V. Vasudevan – Independent Director

V. Sivakumar – Independent Director

Dato’ Abu Bakar Bin Abdul Hamid – Director

Makhtar Bin Mohamed – Director

Year ended

58



Nature of Transactions 31.03.2010

Amount (Rs.) Amount (Rs.)

Rent received - Subsidiary Companies 1,46,160 288,000

Remuneration to Key Management Personnel* 4,020,000 4,220,000

Receivables - Subsidiary Companies 962,825 24,258,056

- Holding Company 41,078,301 14,025

Payables/ (Receivables) – Subsidiary Companies

& Step Subsidiaries (962,825) 221,080,828

- Ultimate Holding Company (17,309,957) 3,788,099

- Fellow Subsidiaries 165,999,642 10,011,219

* During the year a sum of Rs. 502,500 (Rs.1,248,750) is charged to ONGC Project in accordance

with the estimated time spent by the directors on the project.

(n) Leases 31.03.2010 31.03.2009Amount (Rs.) Amount (Rs.)

(i) Minimum lease payments

- not later than one year - not discounted 13,512,669 20,355,305

- later than one year but not later than

five years - not discounted 6,963,464 41,507,826

- later than five years - not discounted - -

(ii) Present value of minimum lease payments

- not later than one year – discounted 12,287,608 14,120,017

- later than one year but not later than

five years – discounted 6,584,031 34,094,829

- later than five years – discounted - -

(iii) Contingent rents recognised as income in

the statement of Profit and loss account - -

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

Pre-Operative expenses incurred in relation to work over rig contract obtained from ONGC to the

extent of Rs.170,847,458 (Rs. 114,194,736). The Company has earlier received an Order for

extension of time for the commencement of production till April 30, 2010 and the Company has

requested further extension of time for commencement of production upto July 31, 2010 and

the order is awaited. Management is confident of getting the Order for extension of time for the

commencement of production upto July 31, 2010.

(p) Licensed Capacity, Installed Capacity, etc

(i) As the Company is engaged in the development of real estate, the provisions of licensed

and installed capacity are not applicable.

(ii) Since the Company is engaged in real estate and construction business, quantitative

details with regard to production and turn over are not applicable.

31.03.2009

59



(q) In the opinion of the management, the current assets and loans and advances are not less than

as stated, if realized in the ordinary course of the business.

(r) In respect of amounts due from customers for the contract work done, confirmation of closing

balances is not available. However as per the industry practice, customer approved running bills

are available. In respect of unbilled revenues, percentage of physical completion of work as

certified by an approved Chartered Engineer is available. The management estimates that all the

stated receivables are good and recoverable.

As per our report on even date.

60









PARTICULARS 31.03.2010 31.03.2009Amount (Rs.) Amount (Rs.)

Operating ActivitiesProfit/(Loss) before tax (40,927,047) (135,705,591)Adjustments for:Depreciation & Impairment 9,144,185 8,283,240 Public Issue Expenses Written Off - 3,344,202 Interest & Finance Costs 72,343,520 61,791,454 Prior Period Items 9,027,000 18,839,674 Interest received (659,944) (975,534)Profit on sale of Investments (23,808,588) -Loss /(Profit) on sale of assets 5,653 250,187 Bad Debts & Provision for Bad Debts 23,374,943 70,722,053.48 Operating profit before working capital changes 48,499,722 26,549,686 (Increase)/Decrease in:Inventories 2,496,462 9,182,080 Sundry Debtors Including Unbilled Revenue (16,103,852) (67,128,775)Other receivables and prepaid expenses 43,765,878 (45,793,464)Contract Work in Progress 27,218,440 (27,218,440)Increase/(Decrease) in:Sundry Creditors 2,255,013,681 275,389,138 Cash used in operations 2,360,890,331 170,980,225 Taxes Paid 26,195,763 (5,323,081)Net cash used in operating activities 2,387,086,094 165,657,144

Investing Activities :Purchase of Fixed Assets including capital work in progress (2,569,046,625) (106,323,697)Proceeds from disposal of Fixed Assets 36,204 410,000 Increase in investment property - - Proceeds from disposal of investments 43,285,087 500,000Investment in subsdiary companies - (35,500)Interest received 659,944 975,534Net cash used in investing activities (2,525,065,390) (104,473,663)Financing ActivitiesProceeds from Issue of Share Capital 96,714,000 -Share Application Money 78,391,475 -Proceeds/(Repayment) of Long Term Borrowings 200,000,000 21,288,709 Proceeds/(Repayment) of Short Term Borrowings (47,858,535) (194,165,087)Net Movement in Cash Credit Account (106,561,462) 167,044,044 Finance costs paid (81,370,520) (61,791,454)

Net cash used in financing activities 139,314,958 (67,623,789)Net Decrease In cash and cash equivalents 1,335,662 (6,440,309)Cash and cash equivalents at beginning of year 18,320,578 24,760,887 Cash and cash equivalents at end of year 19,656,240 18,320,578

Cash Flow Statement for the Year Ended March 31, 2010

"As per our report of even date"

61









Statement under section 212 of the Companies Act, 1956 relating to subsidiaries

Name of the subsidiaries SAAG Energy LtdChennai Ltd*, Chennai

1 Financial year of the subsidiaries ended on 31.03.2010 31.03.2010

2 Shares of the subsidiaries held by the Company on 31.03.2010

a) Number and face value - equity 53,550 equity 102,000 equity sharesshares of Rs.10 each of Rs.10 each fully paid

fully paid held by PEL

b) Extent of holding by the Company 51% 25.50%

3 Net aggregate amount of profit/losses of the subsidiaries not dealt with in the Company's account so far as it concerns the members of the holding Company Rs. Rs.

a) for the financial year of the subsidiaries (37,024) (179,773)

b) for the previous financial years since they became subsidiaries" (91,253) (1,345,825)

4 Net aggregate amount of profit/losses of the subsidiaries dealt with in the Company's account so far as it concerns the members of the holding Company

a) for the financial year of the subsidiaries - -

b) for the previous financial years since they became subsidiaries Nil Nil

5 Change of interest of the Company in the subsidiaries between the end of the financial year of the subsidiaries and the financial year of the Company Nil Nil

6 Material changes between the end of the financial year of the subsidiaries and the end of financial year of the Company in respect of subsidiaries

Fixed assets

Investments

Money lent

Borrowings other than for meeting current liabilities

** Qedi Proteus Energy

Not Applicable as the subsidiariesst close the accounts as on 31 March

** Formerly Known as Proteus Energy Ltd. (``PEL’’) * Qedi Proteus Energy Ltd is a subsidiary of SAAG Energy Ltd., and a step down subsidiary of SAAG RR Infra Ltd.

Place: Chennai R. Sriram G.V. Satish NarayanaDate: May 29, 2010 Managing Director Executive Director

62



Balance Sheet Abstract and Company's General Business Profile

I Registration Details

Registration No 29964 18

Balance sheet Date 31.03.2010

II Capital raised during the year (Amount in Rs.Thousands)

Public Issue Rights Issue

NIL NIL

Bonus Issue Private Placement

NIL 96714

III Position of Mobilisation and Deployment of funds (Amount in Rs.Thousands)

Total Liabilities Total Assets

874515 874515

Source of funds

Paid-up Capital Reserves & Surplus

153600 28145

Secured Loans Unsecured Loans

580951 NIL

Application of funds Net Fixed Assets Investments

169241 72712

Net Current Assets Misc. Expenditure

-2081489 NIL

Deferred Tax Asset

1706

IV Performance of the Company (Amount in Rs.Thousands)

Turnover Total Expenditure

248083 270839

+/-Profit/Loss before Tax +/- Profit/Loss after Tax

-40927 +39456

Earnings per Equity Share in Rs. Dividend Rate %

-3.2 NIL

V Generic Names of Principal products/Services of the Company (as per monetary terms)

Item Code No. (ITC Code) Not Applicable

Product Description Civil Engineering Contractors

State Code

63



Auditor's Report on Consolidated Financial Statements To the Board of Directors of SAAG RR Infra Limited

1. We have audited the attached consolidated Balance Sheet of SAAG RR Infra Limited (‘the Company’), and its subsidiaries (collectively referred as the ‘SAAG RR Group’) as at March 31, 2010, the consolidated Profit and Loss Account and the consolidated Cash Flow Statement for the year ended on that date, annexed thereto. These consolidated financial statements are the responsibility of the Company’s management and have been prepared by the management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

2. We conducted our audit in accordance with the Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We did not audit the consolidated financial statements of the subsidiary, SAAG Energy Limited (formerly known as Proteus Energy Limited) whose financial statements are considered in the above consolidation, reflect total assets of Rs. 11.63 Lacs as at March 31, 2010, total revenue of Rs. NIL and net loss after tax of Rs. 7.78 Lacs for the year ended on that date. These financial statements and other information have been audited by other auditors whose reports have been furnished to us and our opinion is based solely on the reports of other auditors. In respect of subsidiaries disposed off during the year, SAAG RR Oil and Gas Technology Limited & TPS Builders Limited, whose financial results till date of cessation reflect total revenue of Rs. 794.62 Lacs and net income / (loss) of Rs. (104.26) Lacs have been included in the above consolidation, were unaudited. Our opinion is based solely on the financial statements certified by the management of such subsidiaries for the period up-to the date of cessation.

4. We report that the Consolidated Financial Statements have been prepared by the Company’s management in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements, prescribed by the Companies (Accounting Standards) Rules, 2006

5. Subject to the matter referred to in paragraph 3 above, based on our audit and on consideration of the reports of the other auditors on separate financial statements and on other financial information of the components and to the best of our information and according to the explanations given to us, we are of the opinion that the attached Consolidated Financial Statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Consolidated Balance Sheet, of the State of affairs of the SAAG RR Group as at March 31, 2010;

(ii) in the case of the Consolidated Profit and Loss Account, of the Loss of the SAAG RR Group for the year ended on that date; and

(iii) in the case of the Consolidated Cash Flow Statement, of the cash flows of the SAAG RR Group for the year ended on that date.

For Sundar Srini & SridharChartered AccountantsFirm Registration No. 004201S

S. SridharPartnerMembership No. 25504

Place: ChennaiDate: May 29, 2010

64



Consolidated Balance Sheet as at March 31, 2010

Particulars Schedule 31.03.2010 31.03.2009Amount in Rs. Amount in Rs.

I. SOURCES OF FUNDS

1. Shareholders' Funds

A. Share Capital 1 153,600,000 105,000,000

B. Reserves & Surplus 2 61,572,488 18,288,816

2. Share Application Money 78,391,475 224,893,504

3. Minority Interest - 3,859,805

4. Loan Funds

A. Secured Loans 3 580,950,776 547,908,384 B. Unsecured Loans 4 - 6,471,537

874,514,739 906,422,046

II. APPLICATION OF FUNDS

1. Fixed Assets 5A. Gross Block 201,235,775 230,203,885 B. Less: Depreciation 26,678,000 19,706,264 C. Less: Impairment 5,290,512 4,186,471 D. Net Block 169,267,263 206,311,150

2. Capital work in progress 2,678,916,208 114,194,736

3. Goodwill on consolidation 75,710 75,710

4. InvestmentsInvestment properties 72,176,939 72,176,939

5. Deferred tax Asset 2,642,913 4,252,490

6. Current Assets, Loans & AdvancesA. Inventories 6 4,632,998 34,347,898 B. Unbilled Revenue (net) 261,116,161 273,112,829 C. Sundry Debtors 7 201,505,262 234,467,382 D. Cash and Bank Balances 8 19,666,055 19,568,963 E. Loans & Advances 9 146,572,877 190,822,315

(A) 633,493,353 752,319,387 Less: Current Liabilities & Provisions (B) 10 2,716,192,455 267,165,034

Net Current Assets (A) - (B) (2,082,699,102) 485,154,353

7. Profit and Loss Account 34,134,808 24,256,668

874,514,739 906,422,046

Notes on Accounts 16

The Schedules referred to above form an integral part of financial statements"As per our report of even date"







65



Consolidated Profit & Loss Account for the year ended March 31, 2010

Particulars Schedule 31.03.2010 31.03.2009Amount in Rs. Amount in Rs.

INCOMEIncome from Operations 11 248,228,431 393,774,217 Other Income 12 79,921,507 7,696,686

328,149,938 401,470,903 EXPENDITUREProject Expenses 13 183,664,973 344,436,431 Employee Cost 14 16,828,045 29,920,090 Administration & Other Expenses 15 79,575,176 106,239,654 Finance Cost 81,289,799 69,293,108 Public Issue Expenses written off - 3,344,202

361,357,993 553,233,485

Profit / (Loss) before Depreciation, Prior Period Items and Tax (33,208,055) (151,762,582)Depreciation & Impairment 5 9,967,048 9,090,746

Profit / (loss) before Prior Period Items & Tax (43,175,103) (160,853,328)Less: Prior period Items 9,027,000 18,839,674

Profit / (Loss) Before Tax (52,202,103) (179,693,002)Provision for Taxation Current Tax (2,617,695) - Deferred Tax Charge / (Credit) 1,075,223 (7,032,884)Fringe benefit tax - 362,308

Profit / (Loss) after Tax (50,659,631) (173,022,426)Less: Transfer to Minority Interest 464,659 13,632,582 Profit on disposal of investment in subsidiary on consolidation 40,316,832 -

Net profit / (Loss) attributable to the share holders of holding Company (9,878,140) (159,389,844)Add: Balance profit brought forward (24,256,668) 135,133,176

Amount available for appropriation (34,134,808) (24,256,668)

APPROPRIATIONS - - Balance carried to Balance Sheet (34,134,808) (24,256,668)Number of shares outstanding during the period 12,310,849 10,500,000 Basic and Diluted Earnings per share before prior period items (0.07) (13.39)

Basic and Diluted Earnings per share after prior period items (0.80) (15.18)Notes on Accounts 16

66

The Schedules referred to above form an integral part of financial statements"As per our report of even date"









Schedules to Consolidated Balance Sheet as at March 31, 2010

Schedule - 1 31.03.2010Amount in Rs. Amount in Rs.

Share Capital

Authorised 50,000,000 Equity Shares of Rs.10/-each 500,000,000 300,000,000 (3,00,00,000 Equity Shares of Rs.10/-each)

Issued, Subscribed & Paid-up1,536,000 Equity Shares of Rs. 10/- each 153,600,000 105,000,000 (1,050,000 Equity Shares of Rs. 10/- each)(Of the above 3,813,000 (4,713,000) equity shares held by Holding Company SAAG Mauritius Ltd)

Total 153,600,000 105,000,000

Schedule -2 31.03.2010 31.03.2009Amount in Rs. Amount in Rs.

Reserves & SurplusGeneral Reserve 1,499,397 1,499,397 Capital Reserve 11,959,091 11,959,091 Capital Reserve on consolidation - 4,830,328 Share Premium 48,114,000 -

Total 61,572,488 18,288,816


Secured LoansHire Purchase Loans From Banks 16,688,560 24,936,009 (Secured against HP Assets)HP Loan from Financial Institutions 3,787,573 38,238,020 (Secured against respective assets)Working Capital Loans from Banks 360,474,643 484,734,355 (Secured against Plant & Machinery, Investment Properties & Current Assets)Term Loan from Banks 200,000,000 - (Secured against Plant & Machinery, Investment Properties & Current Assets)

Total 580,950,776 547,908,384


Unsecured LoansBanks - - Financial Instituions - 6,471,537

Total - 6,471,537

31.03.2009

67



68

01

.04

.09

01

.04

.09

01

.04

.09

Am

ou

nt

in R

s.




InventoriesMaterials at Site at cost 4,632,998 7,129,458 Work in Progress - 27,218,440

Total 4,632,998 34,347,898

Schedule - 7 31.03.2010 31.03.2009Amount in Rs. Amount in Rs.

Sundry DebtorsDebts outstanding for a period exceeding six months

Unsecured, Considered Good 150,539,930 174,620,294Less: Provision for Bad and Doubtful Debts - (53,497,876)

150,539,930 121,122,418Other Debts

Unsecured, Considered Good 50,965,332 113,344,964

Total 201,505,262 234,467,382


Cash and Bank BalancesCash on hand 1,186,505 745,616 Balance in Bank :

- in Current Account 4,952,355 1,031,960

- in Deposit Account 13,527,195 17,791,387

Total 19,666,055 19,568,963


Loans & Advances (Recoverable In Cash or for Valueto be received) Unsecured - Considered Good

Staff Loans & Advances 263,260 - Advance to Subsidiaries - -Other Advances 144,997,139 178,282,374 Other Deposits 1,312,478 12,539,941

Total 146,572,877 190,822,315


Current Liabilities & ProvisionsSundry Creditors for Capial Goods 2,388,857,232 - Sundry Creditors for Expenes/Services/others 327,188,372 205,084,844 Provisions 146,851 62,080,190

Total 2,716,192,455 267,165,034

31.03.2009

69




Income From Operation

Income From Operation 248,228,431 393,774,217

Total 248,228,431 393,774,217


Other Income

Rent from Investment Properties 4,617,275 4,000,209

Rent from Plant & Equipment 7,909,393 -

Other Income from Site 1,876,908 1,926,210

Interest 659,944 975,534

Miscellaneous Income 8,876,422 794,733

Foreign Exchange Gain 32,172,977 -

Profit on sale of Investment 23,808,588 -

Total 79,921,507 7,696,686


Project Expenses

(Increase) / Decrease in Construction Materials 8,586,057 9,182,080

Construction Expenses 174,929,911 333,216,711

Other Project Expenses 149,005 2,037,640

Total 183,664,973 344,436,431


Employee Cost

Salaries & Bonus including Director's Remuneration 15,715,440 26,359,204

Staff Welfare 480,653 1,339,146

Statutory Charges 631,953 2,221,740

Total 16,828,046 29,920,090

31.03.2009

70

Schedules to Consolidated Profit & Loss Account for the year ended March 31, 2010



Schedule - 15Amount in Rs. Amount in Rs.

Administration & Other Expenses

Professional Charges 5,165,514 4,240,832

Electricity Charges 427,524 734,291

Travelling & Conveyance 2,872,308 2,449,214

Repairs & Maintenance 1,410,948 2,098,024

Rent, Rates, Taxes & Insurance 2,146,461 1,292,517

Printing & Stationery 565,762 1,094,736

Postage, Telegram, Telephone Charges 1,030,272 1,821,331

Bad Debts & Provision for Bad Debts 29,500,949 81,722,053

Foreign Exchange Fluctuation Loss - 6,331,442

Loss on sale of assets 5,653 349,852

Tender Charges 130,965 42,790

ROC Charges 119,078 -

Sitting Fees 59,500 102,250

Subscription and Periodicals 5,507 5,171

Audit Fees 833,500 1,069,336

Discount - 695,863

Marketing Expenses 20,903,500 732,106

Advertisement 42,370 241,432

Miscellaneous Expenses 1,575,587 1,216,414

Security Charges 105,708 -

Rent, Repairs & Maintenance - Yard 2,224,434 -

Brokerage & Commission 66,450 -

Miscellaeous Written off 6,806,191 -

Obsolete Stock Written off 1,544,331 -

Business Promotion Expenses 2,032,664 -

Total 79,575,176 106,239,654

31.03.2010 31.03.2009

71



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2010

SCHEDULE 16

1. BUSINESS

The Company is a public limited Company incorporated and domiciled in India. The equity shares of the

Company are listed at the Stock exchanges of Mumbai and Chennai. The registered office and principal

place of business is located at No 51, R K Mutt Road, Mylapore, Chennai, Tamil Nadu, 600004, India.

The Company, formerly known as RR Greenhands Infrastructure (India) Limited commenced its

business in 1995, with real estate development as the primary objective. Later on, they forged alliances

with the strategic infrastructure business leaders to specialize in the core infrastructure sector.

Presently, the Company is principally involved in the construction of infrastructure and housing

development.

SAAG (Mauritius) Ltd. is the holding Company of SAAG RR Infra Ltd. and the ultimate holding Company

is SAAG Consolidated (M) Bhd.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis for preparation of accounts

The financial statements have been prepared in accordance with the Generally Accepted

Accounting Principles in India (“GAAP”) under the historical cost convention on an accrual basis

and in compliance with the provisions of the Companies Act, 1956 and the mandatory

Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 issued

by the Central Government in consultation with the National Advisory Committee on

Accounting Standards. The Accounting Policies have been consistently applied by the Company

and are consistent with those used in previous year.

Accounting Policies not specifically referred to otherwise are consistent with the generally

accepted accounting principles followed by the Company.

(b) Principles of consolidation

The financial statements of the subsidiary companies used in for consolidation are drawn up to

the same reporting date as of the Company.

The consolidated financial statements have been prepared on the following basis:

(i) The financial statements of the Company and its subsidiary companies have been

combined on a line–by-line basis by adding together like items of assets, liabilities,

income and expenses. All material inter Company transactions, balances and unrealized

surpluses and deficits on transactions between group companies are eliminated.

Consistency in adoption of accounting policies among all group companies is ensured to

the extent practicable. Separate disclosure is made for minority interests.

(ii) The excess of cost to the Company of its investments in subsidiary companies over its

share of equity of the subsidiary companies at the dates on which the investments in

subsidiary companies are made, is recognized as ‘Goodwill’ being an asset in the

72



consolidated financial statements. Alternatively, where the share of equity in the

subsidiary companies as on the date of investment, is in excess of cost of investment of

the Company, it is recognized as ‘Capital Reserve’ in the consolidated financial

statements.

(iii) Minority interest in the net assets of consolidated subsidiaries consist of the amount of

equity attributable to the minority shareholders at the dates on which investments are

made by the Company in the subsidiary companies and further movements in their share

in the equity, subsequent to the dates of investment.

(c) Fixed Assets and Depreciation

Fixed Assets are stated at cost less accumulated depreciation and any impairment loss where

the recoverable amount of the asset is estimated to be lower than its carrying amount. The cost

of an asset comprises its purchase price and any directly attributable costs of bringing the asset

to its working condition for its intended use.

Land and Capital Work-in-progress are not depreciated. Other assets are depreciated using the

Straight Line Method, at the rates and in the manner specified in Schedule XIV to the Companies

Act, 1956

Assets acquired under finance lease are depreciated on a Straight Line Method over the lease

term. Where there is a reasonable certainty that the Company shall obtain ownership of the

assets at the end of the lease term, such assets are depreciated at the rates prescribed under

Schedule XIV to the Companies Act, 1956.

When assets are disposed or retired, their cost and accumulated depreciation are removed from

the financial statements. Gain or Loss arising from the disposal of an asset is determined as the

difference between the net disposal proceeds and the carrying amount of the asset and is

recognized in the income statement for the relevant year.

(d) Impairment of Assets

As at each balance sheet date, the carrying amount of assets is tested for impairment so as to

determine:

(i) the provision for impairment loss, if any, required; or

(ii) the reversal, if any, required of impairment loss recognised in previous periods.

Impairment loss is recognised when the carrying amount of an asset exceeds its

recoverable amount.

Recoverable amount is determined:

(i) in the case of an individual asset, at the higher of the net selling price and the value in use;

(ii) in the case of a cash generating unit (a group of assets that generates identified,

independent cash flows), at the higher of the cash generating unit’s net selling price and

the value in use.

Value in use is determined as the present value of estimated future cash flows from the

continuing use of an asset and from its disposal at the end of its useful life.

73



(e) Investments

Investments that are readily realisable and intended to be held for not more than a year are

classified as current investments and are carried at lower of cost and fair value determined on an

individual investment basis whereas all other investments are classified as long term

investments and are carried at cost except provision for diminution in value is made to recognize

a decline other than temporary as specified in Accounting Standard (AS-13) on “Accounting for

Investments”

(f) Leases

(i) Assets acquired under leases where the Company has substantially all the risks and

rewards of ownership are classified as finance leases. Such assets are capitalised at the

inception of the lease at the lower of the fair value or the present value of minimum lease

payments and a liability is created for an equivalent amount. Each lease rental paid is

allocated between the liability and the interest cost, so as to obtain a constant periodic

rate of interest on the outstanding liability for each period.

(ii) Assets leased out under operating leases are capitalised. Rental income is recognised on

accrual basis over the lease term.

(g) Inventories

(i) Construction materials, raw materials, components, stores and spares are valued at

lower of cost calculated on First in First Out Basis (FIFO) or Net Realisable Value. Costs

comprise of all direct costs incurred in bringing the inventories to their present location.

(ii) Contract Work in Progress are valued at Lower of Cost or Net Realisable Value. Cost

includes direct materials, labour, construction expenses & other related overheads.

(h) Sundry Debtors

Sundry Debtors are stated at their nominal value or discount value, as reduced by appropriate

allowances for estimated irrecoverable amounts, if any.

(i) Borrowings

Interest-bearing loans and overdrafts are recorded at the proceeds received. Finance charges,

including premiums payable on settlement or redemption and direct issue costs, are accounted

for on an accrual basis to the profit and loss account using effective interest method and are

added to the carrying amount of the instrument to the extent that they are not settled in the

period in which they arise.

(j) Trade payables

Trade payables are stated at their nominal value.

(k) Revenue Recognition

Revenue is recognised based on the nature of activity when consideration can be reasonably

measured and there exists reasonable certainty of its recovery.

74



(i) Revenue from construction/project related activity is recognised as follows:

• Cost Plus Contracts: Contract revenue is determined by adding the aggregate cost

plus proportionate margin as agreed with the customer.

• Fixed Price Contracts: Contract revenue is recognised using the percentage

completion method by adding the aggregate cost and proportionate margin of the

contract with an allowance for contingencies as detailed below.

Project Completion % (PCP) Contingency Provision %

Less than 20% 100%



Percentage of completion is determined as a proportion of cost incurred-to-date to the

total estimated contract cost. Full Provision is made for any loss in the period in which it is

foreseen. Variations in contract work, claims and incentive payments are included to the

extent that they have been agreed with the customer. Where the outcome of the contract

cannot be estimated reliably, contract revenue is recognised to the extent of contract

costs incurred. Contract costs are recognised as expenses in the period in which they are

incurred.

(ii) Rent: Revenue is recognised on accrual basis.

(iii) Interest: Revenue is recognised on a time proportion basis taking into account the

amount outstanding and the rate applicable.

(iv) Scrap sales are accounted upon realization.

(v) Other items of income are accounted as and when the right to receive arises.

(l) Employee Benefits

Salaries, social security contributions, paid annual leave, bonuses are recognised as an expense

in the year when the employees have rendered their services to the Company. Sick leave is

recognised when the absence occurs.

The Company contributes to an employee provident fund for the benefit of its employees. The

Company charges the cost of such contributions as incurred.

Provision for gratuity is made on the basis of actuarial valuation and the liability is funded

through an insurance policy issued by Life Insurance Corporation of India.

Provision for leave encashment is made on the basis of actuarial valuation

(m) Borrowing costs

Borrowing costs that are attributable to the acquisition, construction or production of a

qualifying asset are capitalised as part of cost of such asset till such time as the asset is ready for

its intended use or sale. A qualifying asset is an asset that necessarily requires a substantial

period of time to get ready for its intended use or sale. All other borrowing costs are recognised

as an expense in the period in which they are incurred.

75



(n) Foreign Currency Translations

(i) Conversion - All monetary items denominated in foreign currency are reflected at the

closing exchange rates prevailing on the Balance Sheet date; the resultant exchange

differences are recognized in the profit and loss account. Non-monetary items, which are

carried in terms of historical cost denominated in a foreign currency, are reported using

the exchange rate at the date of the transaction.

(ii) Initial Recognition - Income and Expenditure items involving foreign exchange are

translated at the exchange rate prevailing on the dates of transaction.

(iii) Exchange Differences - Exchange differences arising on foreign exchange transactions

settled during the year are recognized in the Profit & Loss Account for the year.

(o) Taxes on Income

(i) Current Tax:

Provision for Income Tax is determined in accordance with the provisions of Income Tax

Act, 1961. No provision for Tax is made in view of taxable loss for the Assessment Year

2010-11.

(ii) Fringe Benefit Tax:

Consequent to the abolition of Fringe Benefit Tax (FBT) by the Finance Bill 2009, no

provision has been made for Fringe Benefit Tax for the year ended March 31, 2010.

(iii) Deferred Tax Provision:

Deferred Tax is recognised on timing differences being the difference between the

taxable income and accounting income that originate in one year and are capable of

reversal in one or more subsequent years. Deferred tax assets are recognised only if there

is a reasonable certainty of their realization.

(p) Use of Estimates

The presentation of financial statements in conformity with generally accepted accounting

principles requires management to make estimates and assumptions that affect the amounts

reported in the financial statements and accompanying notes. Although these estimates are

based on management’s best knowledge of current events and actions the Company may

undertake in future, actual results ultimately may differ from the estimates. Any revision to

accounting estimates is recognised prospectively in future periods.

(q) Expenditure and provisions

Expenses are accounted on accrual basis and provisions are made for all known losses and

liabilities.

A provision is recognised when an enterprise has a present obligation as a result of past event; it is

probable that an outflow of resources will be required to settle the obligation, in respect of which a

reliable estimate can be made. Provisions are not discounted to its present value and are

determined based on best estimate required to settle the obligation at the balance sheet date.

These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

76



(r) Segment Reporting policies

The main business of the Company is construction of residential and commercial properties,

operating and maintaining infrastructure facilities and all other related activities which revolve

around the main business and as such there are no separate reportable segments as specified in

Accounting Standard (AS-17) on “Segment Reporting”. The Company is primarily operating in

India, which is considered as a single geographical segment.

3. Notes to Accounts

(a) All amounts in the financial statements are presented in Rupees and as otherwise stated, figures

for the previous year have been re-grouped / re-arranged / re-classified wherever considered

necessary to conform to the figures presented in the current year. Figures have been rounded off

to the nearest rupee.

(b) Construction Contracts

Disclosure pursuant to Accounting Standard (AS) 7 (Revised) Year ended

31.03.2010 (Rs.)

Contract Revenue for the year 248,228,431

Aggregate amount of contract costs incurred & recognised profit (less recognised losses) for all contracts in progress upto reporting date. 421,343,897

Amount of customer mobilization advances outstanding for contracts in progress as at reporting date 383,338

Retention amount due from customers for the contracts in progress as at reporting date 7,895,725

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

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

(c) Earnings per Share

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

77



Particulars Year ended

31.03.2010 31.03.2009

Rs Rs

Earnings

Earnings for the purpose of basic earnings per share (98,78,140) (159,389,844)

Add: Prior Period Items 90,27,000 18,839,674

Earnings for the Basic EPS Before Prior Period Items (851,140) (140,550,170)

Number of shares

Weighted Average Number of ordinary shares for the

purpose of basic earnings per share 12,310,849 10,500,000

Basic and diluted Earnings per Share after Prior Period Items (0.80) (15.18)

Basic and diluted Earnings per Share before prior period items (0.07) (13.39)

(d) Commitments and Contingencies

Liabilities, which are material and whose future outcome cannot be ascertained with

reasonable certainty are treated as contingent. The contingencies as of March 31, 2010 are

given below:


31.03.2010 31.03.2009

Rs Rs

Bank Guarantees 49,871,741 98,766,839

Income Tax Liability (including penalty) that may arise

in respect of which, the Company has gone for appeal 29,00,000 10,201,000

Capital commitments not provided for 50,000,000 -

Total 102,771,741 120,425,839

Claims against the Company not acknowledged as debts 1,446,125 1,969,811

Interest and penalties on arrears of all overdue statutory liabilities and non-filing of returns

could arise as and when assessed and determined by the respective authorities.

(e) Expenditure in Foreign Currency Year ended Year ended

31.03.2010 31.03.2009

Rs. Rs.

Capital Work in Progress – ONGC 48,355,806 Nil

Expenses Nil Nil

Total 48,355,806 Nil

Year ended

78



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

Micro, Small and Medium Enterprises Development Act, 2006 which came into effect from

October 2, 2006, and hence disclosure, if any, relating to amounts unpaid as on March 31, 2010

together with interest paid/payable as required under the Act, have not been given. The

Company has obtained confirmations from only a few creditors.

(g) Related Party Disclosures

In the normal course of business, the Company enters into transactions with affiliated


shareholders / Directors of the Company, directly or indirectly). The transactions with the


List of Related Parties (i) Reporting Entity SAAG RR Infra Limited (ii) Holding Company SAAG (Mauritius) Limited (iii) Ultimate Holding Company SAAG Consolidated (M) Bhd (iv) Subsidiaries TPS Builders Limited - 60% subsidiary

(Ceased w.e.f Oct 2009) SAAG Energy Limited(formerly known as Proteus Energy Limited) – 51% subsidiarySAAG RR Oil & Gas Technology Limited - 100% subsidiary (Ceased w.e.f Oct 2009)

(v) Step Subsidiary QEDi Proteus Energy Limited (vi) Fellow Subsidiaries SAAG Oil & Gas Sdn Bhd

SAAG Infrastructure Sdn BhdTPS Builders Limited (w.e.f Oct 2009)SAAG RR Oil & Gas Technology Limited (w.e.f. Oct 2009)

(vii) Key Management Personnel R. Sriram - Managing Director G.V.Satish Narayana - Executive DirectorV. Vasudevan – Independent DirectorV. Sivakumar – Independent DirectorDato’ Abu Bakar Bin Abdul Hamid – DirectorMakhtar Bin Mohamed – Director

Nature of Transactions 31.03.2010 31.03.2009

Amount Amount

(In Rupees) (In Rupees)

Remuneration to Key Management Personnel* 4,020,000 4,220,000

Receivables - Holding Company 41,078,301 14,025

Payables

- Ultimate Holding Company (17,309,957) 3,788,099

- Fellow Subsidiaries 165,999,642 10,011,219

* During the year a sum of Rs. 502,500 (Rs.1,248,750) is charged to ONGC Project in accordance

with the estimated time spent by the directors on the project.

79



(h) Leases Year ended Year ended

31.03.2010 (Rs.) 31.03.2009 (Rs.) (i) Minimum lease payments

- not later than one year - not discounted 13,512,669 21,452,395- later than one year but not later than five years

- not discounted 6,963,464 41,721,634- later than five years - not discounted - -

(ii) Present value of minimum lease payments - not later than one year – discounted 12,287,608 15,217,107 - later than one year but not later than five years – discounted 6,584,031 34,308,637 - later than five years – discounted - - (iii) Contingent rents recognised as income in the statement of Profit and loss account - -

(i) Capital Work in Progress includes the cost of Rigs to the extent of Rs. 2,508,068,750 (Rs. Nil) and Pre-Operative expenses incurred in relation to work over rig contract obtained from ONGC to the extent of Rs. 170,847,458 (Rs. 114,194,736). The Company has earlier received an Order for extension of time for the commencement of production till April 30, 2010 and the Company has requested further extension of time for commencement of production upto July 31, 2010 and the order is awaited. Management is confident of getting the Order for extension of time for the commencement of production upto July 31, 2010.

(j) Licensed Capacity, Installed Capacity, etc

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

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

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

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

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

80



Date: May 29, 2010 Place: Chennai






PARTICULARS 31.03.2010 31.03.2009Amount (Rs.) Amount (Rs.)

Operating ActivitiesProfit/(Loss) before tax (52,202,103) (179,693,002)Adjustments for:Depreciation & Impairment 9,967,048 9,090,746 Public Issue Expenses Written Off - 3,344,202 Interest & Finance Costs 81,289,799 69,293,108 Prior Period Items 9,027,000 18,839,674 Interest received (659,944) (975,534)Loss /(Profit) on sale of assets 5,653 349,852 Profit on sale on sale of Investments (23,808,588) - Bad Debts & Provision for Bad Debts 29,500,949 81,722,053

Operating profit before working capital changes 53,119,814 1,971,099

(Increase)/Decrase in:Inventories 2,496,460 9,182,081 Sundry Debtors Including Unbilled Revenue 15,457,839 (70,490,304)Other receivables and prepaid expenses 44,249,438 (17,017,099)Contract Work in Progress 27,218,440 (27,218,440)Increase/(Decrease) in:Sundry Creditors 2,425,449,353 76,778,191 Cash used in operations 2,567,991,344 (26,794,472)Taxes Paid 26,195,763 (5,323,081)Net cash used in operating activities 2,594,187,107 (32,117,553)

Investing Activities :Purchase of Fixed Assets including capital work in progress (2,569,046,626) (110,310,161)Movement in Fixed Assets on disposal of subsidiaries 32,359,148 - Proceeds from disposal of Fixed Assets 36,204 410,000 Proceeds from disposal of Investments 59,295,092 - Movement in Minority Interest (3,859,805) - Interest received 659,944 975,534 Net cash used in investing activities (2,480,556,043) (108,924,627)

Financing ActivitiesProceeds from Issue of Share Capital 96,714,000 - Share Application Money (146,502,029) 224,893,504 Proceeds/(Repayment) of Long Term Borrowings 157,302,104 20,668,678 Proceeds/(Repayment) of Short Term Borrowings (6,471,537) (199,450,689)Net Movement in Cash Credit Account (124,259,712) 153,431,092 Finance costs paid (90,316,799) (69,293,108)Net cash used in financing activities (113,533,972) 130,249,478 Net Decrease In cash and cash equivalents 97,092 (10,792,703)Cash and cash equivalents at beginning of year 19,568,963 30,361,666

Cash and cash equivalents at end of year 19,666,055 19,568,963

Consolidated Cash flow statement for the Year Ended March 31, 2010


81









DIRECTORS' REPORT

Dear Members,

Your Directors hereby present their report on the business and operations of your Company along with the audited financial statements for the financial year 2009-10.

DIVIDEND:

The Board has not recommended any dividend for the financial year 2009-10.

OPERATIONS:

The Company does not have any significant operations during the year 2009-10 as a result the Company did not have any income from operations during the year. The Company incurred a loss of Rs.72,596 during the year.


The Company believes in constant improvement and strives for better systems and controls at every stage.

DIRECTORS:

Mr.G.V.Satish Narayana, Mr.R.Sriram, and Mr.V.Vasudevan are the directors of the Company. Mr.R.Ananthakrishnan has resigned during the year.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.


(a) In preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;

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

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and



M/s. L. Sukumar & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting.


Your Company has no activity with regard to conservation of energy, Research & Development or technology absorption. There were no Foreign Currency earnings/ expenditure during this year.

PERSONNEL:

No employee of the Company was in receipt of remuneration over and above the sum specified under section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their sincere thanks to the Company's suppliers, contractors, clients, shareholders, auditors and bankers for their continued support during the year and look forward to their continued support in the future.

82

For and on behalf of the Board of Directors


R.SriramDirector

G.V. Satish NarayanaDirector

S A A GEnergy Limited(Formerly Proteus Energy Limited) 2009-10

Annual Report

AUDITOR'S REPORT

ToThe Members of SAAG Energy Limited

1) We have audited the attached Balance Sheet of SAAG Energy Limited as at March 31, 2010 and the Profit and Loss and the Cash Flow statement for the year ended March 31, 2010 annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audit.

2) We have conducted the audit in accordance with auditing standards generally accepted in India. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor’s Report) Order 2003 issued by the Central Government, in terms of sub section (4A) of Section 227 of the Companies Act 1956, We enclose in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the said order.

4) Further to our comments in the Annexure referred to in paragraph 3 above, We report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the purpose of my audit

b) In our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, Profit and Loss Account and the Cash Flow statement dealt with by this report are in agreement with the books of account .

d) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report; comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representations received from the Directors of the Company as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on March 31, 2010, from being appointed as directors in terms of Section 274(1)(g) of the Companies Act 1956.

5) We further report that, the said accounts, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of Balance Sheet of the state of affairs of the Company as at March 31, 2010

b) In the case of Profit and Loss Account of the Loss for the year ended on that date: and

c) In the case of Cash Flow Statement, of the cash flow for the year ended on that date.

83

For L.Sukumar & CoChartered AccountantsRegistration No 5164S

L.SukumarPartnerM No 24589

Place : ChennaiDate : May 24, 2010


Annual Report

ANNEXURE REFERRED IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

As required by the Companies (Auditor’s Report) Order 2003 (CARO) and according to the information and

explanation given to us during the course of my audit and on the basis of such checks, as we considered

appropriate, we report that:

1) According to the information and explanations given to us the Company does not have any fixed assets,

accordingly the provisions of clause 4(i) of the Companies (Auditor’s Report) Order 2003 are not

applicable to the Company.

2) According to the information and explanations given to us the Company does not have any fixed assets,

accordingly the provisions of clause 4(ii) of the Companies (Auditor’s Report) Order 2003 are not

applicable to the Company.

3) We are informed that there are no loans taken from or given to companies, firms or other parties which

are required to be entered in the Register to be maintained under Section 301 of the Companies Act

1956 and/or from/to companies under the same management as defined under Section 370(1B) of the

Companies Act 1956.

4) According to the information and explanation given to us, the Company’s operation during the period

do not give rise to any purchase of inventory, fixed assets and sale of goods and services, Accordingly

the provisions of clause 4(iv) of the Companies (Auditor’s Report) Order 2003 are not applicable to the

Company.

5) Based on examination of the books of the information and records produced to us, We report that

particulars of the contracts or arrangement referred to in section 301 of the Companies Act 1956 has

been entered in the Register required to be maintained under that section.

6) In our opinion and according to the information, explanation and representation given to us, there is

no transaction entered in the Register maintained under section 301 of the Companies Act aggregating

during the year to Rs. 500,000 (Rs. Five Lakhs) or more in respect of any party.

7) The Company has not accepted any deposits from the public to which the provisions of Section 58A of

the Companies Act 1956 and the rules framed there under apply.

8) In our opinion the Company has an internal audit system commensurate with the size and nature of its

business.

9) We have been informed that the Central Government has not prescribed the maintenance of cost

record under Section 209 (1)(d) of the Companies Act, 1956 for the business carried out by the

Company.

10) According to the records of the Company, undisputed statutory dues including Provident Fund, Income

tax, Sales tax and other statutory dues, which has not been disputed have been generally regularly

deposited with the appropriate authorities there are no outstanding for a period of more than six

months from the date they became payable as on the date of Balance sheet.

11) The Company having been registered for a period less than five years the provisions of clause 4 (xi) of

the Companies (Auditor’s Report) Order 2003 are not applicable to the Company.

84


Annual Report

12) Based on our audit procedures and according to the information and explanations given to us, the

Company has not taken any loan from any financial institutions or banks hence the no repayment

default arises

13) Based on our audit procedures and according to the information and explanations given to the

Company has not granted any loans or advances on the basis of security by way of pledge of shares,

debentures or any other securities.

14) In our opinion the Company is not a chit fund, or a nidhi mutual benefit fund/society. Therefore the

provisions of clause 4(xiii) of the Companies (Auditors Report) Order are not applicable to the Company

15) In our opinion the Company is not dealing or trading in shares, securities, debentures and other

investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) Order are

not applicable to the Company

16) According to the information and explanations given to us , the Company has not given any guarantee

for loans taken by others from banks or financial institutions

17) According to the information and explanations given to us, the Company has not raised any term loans

during the year; the applicability of the application of funds does not arise.

18) According to the information and explanations given to us, and on an overall examination of the

Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis have

prima facie, not been utilized for long term investment.

19) According to the information and explanations given to us, the Company has not during the year made

any preferential allotment of shares to parties and companies covered in the register maintained under

section 301 of the Companies Act, 1956.

20) According to the information and explanations given to us, the Company has not issued any debenture

during the year.

21) According to the information and explanation given to us, the Company has not raised any money by

way of public issue during the year.

22) According to the information and explanation given to us, and to the best of my knowledge an belief, no

fraud on or by the Company, has been noticed or reported by the Company during the year.

85





Annual Report

BALANCE SHEET AS ON MARCH 31, 2010

Particulars Schedule As on 31.03.2010 31.03.2009

SOURCES OF FUNDS

Shareholders' Funds

a. Share Capital 1 1,050,000 1,050,000

b. Reserves & Surplus -

Loan Funds

a. Secured Loans - -

b. Unsecured Loans - -

Total Sources of Funds 1,050,000 1,050,000

APPLICATION OF FUNDS

Fixed Assets - -

Investments 2

Investment in Subsidiary 1,020,000 1,020,000

Current Assets, Loans & Advances

Cash and Bank Balances 3 11,537 15,537

Loans & Advances 4 - -

(A) 11,537 15,537

Less: Current Liabilities &

Provisions (B) 5 255,352 176,652

Net Current Assets (A) - (B) (243,815) (161,115)

Deferred tax Assets 6 56,417 46,313

Un Absorbed Profit & Loss 217,398 144,802

Total Application of Funds 1,050,000 1,050,000

As on

Amount in INR

Notes on Accounts 8

86



R.SriramDirector




The Schedules referred herein form an integral part of the Balance SheetAs per my report of even date


Annual Report

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2010

Particulars Schedule Year ended 31.03.2010 31.03.2009

INCOME

Income from Operations - -

- -

EXPENDITURE

Administration expenses 7 82,700 140,543

82,700 140,543

Profit before Depreciation (82,700) (140,543)

Depreciation - -

Profit before Tax (82,700) (140,543)

Provision for Taxation

Current -

Deferred (10,104) (29,124)

Fringe benefit tax - -

Profit after Tax (72,596) (111,419)

Balance Brought Forwarded from previous year (144,802) (33,383)

Amount available for appropriation (217,398) (144,802)

APPROPRIATIONS

Surplus carried to Balance Sheet (217,398) (144,802)

Number of shares outstanding during the period 105,000 105,000

Basic Earnings per share (0.69) (1.06)


Diluted Earnings per share (0.69) (1.06)

Year ended

Amount in INR

87

Notes on Accounts 8



R.SriramDirector




The Schedules referred herein form an integral part of the Financial StatementsAs per my report of even date


Annual Report

Schedule : 01 Share Capital As on 31.03.2010 31.03.2009

Authorised Capital

1,50,000 Equity Shares of Rs 10/- Each 1,500,000 1,050,000

Issued & Subscribed & Paid up Capital

1,05,000 Equity Shares of Rs.10/-each 1,050,000 1,050,000

Total 1,050,000 1,050,000

Schedule : 02 Investment As on As on 31.03.2010 31.03.2009

QEDi Proteus Energy Limited 1,020,000 1,020,000

51,000 Shares of 10/- each (50% of issued capital)Total 1,020,000 1,020,000

Schedule : 03 Cash and Bank Balances As on As on 31.03.2010 31.03.2009

Cash in HandCash balance - -

Bank BalanceCurrent Account in Indian Bank 11,537 15,537

Total 11,537 15,537

Schedule : 04 Loans and Advances As on As on31.03.2010 31.03.2009

Loans to Related CompanyQEDi Proteus Energy Limited - -

Total - -

As on

Amount in INR

Schedules to Balance Sheet as on March 31, 2010

88


Annual Report

Schedules to Profit and Loss Account for the year ended March 31, 2010

Schedule : 05 Current Liability and Provision31.03.2010 31.03.2009

QEDi Proteus Energy Limited 72,868 72,868 Audit Fees Payable 97,486 41,236 SAAG RR Infra Limited 78,748 62,548 TDS Payable 6,250 -

Total 255,352 176,652

Schedule : 06 Deferred Tax Assets As on As on31.03.2010 31.03.2009

Opening Balance 46,313 - Provisions for Deferred Tax 10,104 46,313

Total 56,417 46,313

As on As on

Amount in INR

Schedule : 07 Administration Expenses Year ended Year ended31.03.2010 31.03.2009

Audit Fees 50,000 31,236

Bank Charges 4,000 -

Consultancy Charges - 8,950

Misc. Expenses - 1,893

Printing and Stationery Expenses 100 22,500

Professional Charges 12,500 25,000

ROC Fees 16,100 27,868

Traveling Expenses - 23,096

Total 82,700 140,543

Amount in INR

89


Annual Report

Schedule 08: Accounting Policies and Notes on Accounts

A. BUSINESS

The Company is a public limited Company incorporated and domiciled in India on November 7, 2007.

The registered office and principal place of business is located at No 51, R K Mutt Road, Mylapore,

Chennai 600 004.Tamil Nadu, India.

SAAG Energy Limited is a joint venture between Proteus Global Solutions, Australia and SAAG RR Infra

Limited, a subsidiary of SAAG, Malaysia and its activities include providing project management and

recruitment services to the oil & gas and power sector. Saag RR Infra Limited hold 51% of the total

capital of the Company.

The Company in not started the operation due to unavoidable delay in execution of some project which

is expected to start the operation during the 2010-11 financial year.

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1) Basis of Accounting The Accounts are prepared under the historical cost conception. The financial statements

comply with the mandatory accounting standards issued by the Institute of Chartered

Accountants of India and are in accordance with the provisions of the Companies Act 1956. The

financial statements for the financial period ended 31st March 2010, had been prepared from

those accounting records maintained under the accounting principles generally accepted in

India.

2) Revenue Recognition In respect of professional services rendered to clients, income relating to those services is

recognized on successful completion of assignment in all respect and the recovery of which is

certain.

3) Deferred Taxation In accordance with Accounting Standards 22 – accounting for Taxes on Income issued by the

Institute of Chartered Accountants of India, the deferred tax for timing differences between the

book and tax profits for the year is accounted for using the tax rates and laws that have been

enacted or substantially enacted as of the balance sheet date. Deferred Tax assets arising from temporary timing differences are recognized to the extent there

is reasonable certainty that the assets can be realized in future.

C. NOTES FORMING PART OF ACCOUNTS

1) Figures have been regrouped wherever necessary. And rounded off to the nearest Rupee.

2) Auditors remuneration excluding service tax 2009-2010 2008-2009

Audit Fees (Rs.) 40,000 20,000Certification Charges (Rs.) 22,500 10,000

3) Contingent Liability : NilDirectors Remuneration : Nil (Previous year also Nil)

4) The Company does not have any outstanding dues to Micro, Small & Medium Enterprise

Development Act 2006.

90


Annual Report

91

5) Claims against the Company not acknowledged as debts : Nil

6) Earnings per share : 31.03.2010 31.03.2009

Profit after tax (Rs.) (72,596) (1,11,419)

No. of shares 105,000 105,000 Earnings per share (Rs.10/- Face value) (Rs.) (0.69) (1.06)

7) Related party disclosure:In the normal course of business, the Company enters into transactions with affiliated


shareholders / directors of the Company, directly or indirectly). The transactions with the


Nature of Relationship Name of Related Parties (a) Holding Company SAAG RR Infra Limited (b) Associates Proteus Global Solutions (c) Subsidiary Company QEDi Proteus Energy Limited (d) Key Management Personnel Mr.R.Ananthakrishnan

(Head - Operations)

The transactions with the related parties are as follows: Name of the Company Nature of Transactions Amount (Rs.) SAAG RR Infra Ltd. Payable 78,748 QEDi Proteus Energy Ltd. Payable 72,868

8) Others The name change from Proteus Energy Limited to “SAAG Energy Limited” is effective from

April 22, 2010.

9) Event after the balance sheet date: There were no post Balance Sheet events

Schedules 1 to 8 is Integral part of Financial Statement



R.SriramDirector





Annual Report

Amount in INR

PARTICULARS31.03.2010 31.03.2009

A Cash Flow from Operating ActivitiesNet Profit / (Loss) before Taxation (72,596) (111,419)Extra-ordinary Items - Transfer to Capital Reserve - -

Adjustment forInterest & Finance Charges - -Interest Received - -

Operating Profit before Working Capital Changes (72,596) (111,419)Add: Adjustments for

Decrease/(Increase) in Sundry Debtors/Receivables - -Decrease/(Increase) in Loans & Advances - 1,020,000 Decrease/(Increase) in Inventories - -Decrease/(Increase) in Net projects-in-Progress - -(Decrease)/Increase in Trade Payable 78,700 (430,907)Decrease/(Increase) in Public Issue Expenses - -Decrease/(Increase) in Deferred Tax (10,104) (29,124)Decrease/(Increase) in Net Current Assets 68,596 559,969

Less: Interest & Finance Charges Incurred - -Less: Net Direct Taxes - -Net Cash from Operating Activities (4,000) 448,550

B Cash Flow from Investing ActivitiesPurchase of Fixed Assets - -Invested in Subsidiary Company - (1,020,000)Loans Given to/Returned by Corporate

Net Cash from Investing Activities - (1,020,000)

C Cash Flow from Financing ActivitiesRepayment of Long Term Borrowings - -Net Movement in Cash Credit Account - -Increase in Equity Capital - 550,000 Interest Received -

Net Cash from Financing Activities - 550,000

Net Increase / Decrease in Cash & Cash Equivalents (A+B+C) (4,000) (21,450)At the Beginning of the Year 15,537 36,987 At the End of the Year 11,537 15,537

Cash and Bank Balance 11,537 15,537 Other cash equivalents - - Total 11,537 15,537


CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2010


92



R.SriramDirector





Annual Report

93







NIL NIL


NIL NIL



1050 1050

Source of funds


1050 NIL


NIL NIL


NIL 1020


-244 NIL

Deferred Tax Asset

57



NIL 83


-83 -73


-0.69 NIL



Product Description Not Applicable

State Code


Annual Report

DIRECTORS' REPORT

Dear Members,

Your Directors hereby present their report on the business and operations of your Company along with audited financial statements for the financial year 2009-10.

DIVIDEND:

The Board has not recommended any dividend for the financial year 2009-10.

OPERATIONS:

The Company does not have any significant operations during the year 2009-10. The Company has incurred a loss of Rs.704,992 during the financial year 2009-10.


The Company believes in constant improvement and strives for better systems and controls at every stage. The Company during the year has brought in various controls and established monitoring systems.

DIRECTORS:

Mr. V.Vasudevan, Mr. R. Sriram, Mr. G.V. Satish Narayana are the directors of the Company. During the year 2009-10, Mr.R.Anathakrishnan resigned from the Board of Directors.

DIRECTOR’S RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.


(a) In preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;

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

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and



M/s. L. Sukumar & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting.


Your Company has no activity with regard to conservation of energy, Research & Development or technology absorption. There were no Foreign Currency earnings/ expenditure during this year.

PERSONNEL:

No employee of the Company was in receipt of remuneration over and above the sum specified under section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

Your Directors would like to place on record their sincere thanks to the Company’s suppliers, contractors, clients, shareholders, auditors and bankers for their continued support during the year and look forward to their continued support in the future.

94



R.SriramDirector


QEDi Proteus

Energy Limited 2009-10Annual Report

AUDITOR'S REPORT

ToThe Members ofQedi Proteus Energy Limited

1) We have audited the attached Balance Sheet of Qedi Proteus Energy Limited as at March 31, 2010 and the Profit and Loss and the Cash Flow statement for the year ended March 31, 2010 annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit.

2) We have conducted the audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor's Report) Order 2003 issued by the Central Government, in terms of sub section (4A) of Section 227 of the Companies Act 1956, we enclose in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the said order.

4) Further to our comments in the Annexure referred to in paragraph 3 above, We report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the purpose of my audit

b) In our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, Profit and Loss Account and the Cash Flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representations received from the Directors of the Company as on March 31, 2010 and taken on record by the Board of Directors, I report that none of the Director is disqualified as on March 31, 2010, from being appointed as directors in terms of Section 274(1)(g) of the Companies Act 1956.

5) We further report that, the said accounts, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of Balance Sheet of the state of affairs of the Company as at March 31, 2010

b) In the case of Profit and Loss Account of the Loss for the year ended on that date: and

c) In the case of Cash Flow Statement, of the cash flow for the year ended on that date.

95




QEDi Proteus


96

ANNEXURE REFERRED IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

As required by the Companies (Auditor's Report) Order 2003 (CARO) and according to the information and explanation given to us during the course of my audit and on the basis of such checks, as we considered appropriate, we report that:

1) According to the information and explanations given to us the Company does not have any fixed assets, accordingly the provisions of clause 4(i) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

2) According to the information and explanations given to us the Company does not have any fixed assets, accordingly the provisions of clause 4(ii) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

3) We are informed that there are no loans taken from or given to companies, firms or other parties which are required to be entered in the Register to be maintained under Section 301 of the Companies Act 1956 and/or from/to companies under the same management as defined under Section 370(1B) of the Companies Act 1956.

4) According to the information and explanation given to us, the Company's operation during the period do not give rise to any purchase of inventory, fixed assets and sale of goods and services, Accordingly he provisions of clause 4(iv) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company .

5) Based on examination of the books, of the information and records produced to us, We report that particulars of the contracts or arrangement referred to in section 301 of the Companies Act 1956 has been entered in the Register required to be maintained under that section.

6) In our opinion and according to the information, explanation and representation given to us, there is no transaction entered in the Register maintained under section 301 of the Companies Act aggregating during the year to Rs. 500,000 (Rs. Five Lakhs) or more in respect of any party.

7) The Company has not accepted any deposits from the public to which the provisions of Section 58A of the Companies Act 1956 and the rules framed there under apply.

8) In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

9) We have been informed that the Central Government has not prescribed the maintenance of cost record under Section 209 (1)(d) of the Companies Act, 1956 for the business carried out by the Company.

10) According to the records of the Company, undisputed statutory dues including Provident Fund, Income tax, Sales tax and other statutory dues, which has not been disputed have been generally regularly deposited with the appropriate authorities there are no outstanding for a period of more than six months from the date they became payable as on the date of Balance sheet.

11) The Company having been registered for a period less than five years the provisions of clause 4 (xi) of the Companies (Auditor's Report) Order 2003 are not applicable to the Company.

12) Based on our audit procedures and according to the information and explanations given to us, the Company has not taken any loan from any financial institutions or banks hence the no repayment default arises

QEDi Proteus


97

13) Based on our audit procedures and according to the information and explanations given to the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

14) In our opinion the Company is not a chit fund, or a nidhi mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Report) Order are not applicable to the Company

15) In our opinion the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) Order are not applicable to the Company

16) According to the information and explanations given to us , the Company has not given any guarantee for loans taken by others from banks or financial institutions

17) According to the information and explanations given to us, the Company has not raised any term loans during the year; the applicability of the application of funds does not arise.

18) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis have prima facie, not been utilized for long term investment.

19) According to the information and explanations given to us, the Company has not during the year made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956.

20) According to the information and explanations given to us, the Company has not issued any debenture during the year.

21) According to the information and explanation given to us, the Company has not raised any money by way of public issue during the year.

22) According to the information and explanation given to us, and to the best of my knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.




QEDi Proteus


BALANCE SHEET AS ON MARCH 31, 2010

Particulars Schedule As on31.03.2010 31.03.2009

I. SOURCES OF FUNDS

Shareholders' Funds

a. Share Capital 1 2,040,000 2,040,000

b. Reserves & Surplus - -

Loan Funds

a. Secured Loans - -

b. Unsecured Loans - -

Total Sources of Funds 2,040,000 2,040,000

II. APPLICATION OF FUNDS

Fixed Assets

Gross Block 6 37,430 37,430

Less : Depreciation 10,903 4,836

Net Block 26,527 32,594

Current Assets, Loans & Advances

a. Cash and Bank Balance 2 (1,722) 2,461

b. Loans & Advances 3 186,144 419,406

(A) 184,423 421,868

Less: Current Liabilities &

Provisions (B) 4 1,151,159 435,444

Net Current Assets (A) - (B) (966,736) (13,576)

Deferred tax Assets 5 880,824 626,589

Un Absorbed Profit & Loss 2,099,385 1,394,393

Total Application of Funds 2,040,000 2,040,000

As on

Amount in INR


98



R.SriramDirector




The Schedules referred herein form an integral part of the Balance SheetAs per my report of even date

QEDi Proteus


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2010

Particulars Schedule Year ended31.03.2010 31.03.2009

INCOME

Income from Operations 7 - 126,174

- 126,174

EXPENDITURE

Employee Cost 8 900,000 951,708

Administration expenses 9 53,160 515,027

953,160 1,466,735

Profit / (Loss) before Depreciation (953,160) (1,340,561)

Depreciation 6 6,067 4,836

Profit before Tax (959,227) (1,345,397)

Provision for Taxation

Current - -

Deferred (254,235) (402,275)

Fringe benefit tax - 15,645

Profit / (Loss) after Tax (704,992) (958,767)

Balance Brought Forwarded from previous year (1,394,393) (435,626)

Amount available for Appropriation (2,099,385) (1,394,393)

APPROPRIATIONS - -

Surplus carried to Balance Sheet (2,099,385) (1,394,393)

Number of shares (Equivalent Number) 204,000 152,667

Basic Earnings per share (3.46) (6.28)


Diluted Earnings per share (3.46) (6.28)

Year ended

Amount in INR


99



R.SriramDirector




The Schedules referred herein form an integral part of the financial statementsAs per my report of even date

QEDi Proteus


Schedule : 01 Share Capital

Authorised Capital

240,000 Equity Shares of Rs 10/- Each 2,400,000 2,400,000

Issued & Subscribed & Paid up Capital

2,04,000 Equity Shares of Rs 10/- Each 2,040,000 2,040,000

Total 2,040,000 2,040,000

Schedule : 02 Cash and Bank Balance

Cash in Hand Cash balance 542 716 Bank Balance Current Account in State Bank of India (2,264) 1,745

Total (1,722) 2,461

Schedule : 03 Loans and Advances

Tax Deducted at Source 16,062 16,062 Proteus Energy Ltd 72,868 72,868 SAAGRR Infra Ltd - 204,002 Advance for Expenses - 10,775 Salary Advance 92,693 107,634 Service tax Credit 4,521 3,285 Tour Advance - 4,780

Total 186,144 419,406

Schedule : 04 Current Liability and Provision

Current LiabilitySAAGRR Infra Ltd 884,077 - Sundry Creditors 3,769 3,769 TDS Payable 171,760 92,693 Audit Fees payable 48,250 18,764

1,107,856 115,226 Provisions Professional Tax payable 3,393 1,485 Salary payable 39,910 287,493 Service Tax Payable - 15,595 FBT Payable - 15,645

43,303 320,218

Total 1,151,159 435,444

Schedule : 05 Deferred Tax Assets

Provisions CreatedOpening Balance 626,589 224,314 Provisions for Deferred Tax 254,235 402,275

Total 880,824 626,589

Amount in INR

Schedules to Balance Sheet as on March 31, 2010

100

As on31.03.2010

As on31.03.2010

As on31.03.2010

As on31.03.2010

As on31.03.2010

As on31.03.2010

As on31.03.2010

As on31.03.2010

As on31.03.2010

As on 31.03.2010

QEDi Proteus


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101

QEDi Proteus


Schedules to Profit and Loss Account for the Year ended March 31, 2010

Manpower Consultancy Service - 126,174

Total - 126,174

Amount in INR

102

Salary 900,000 951,708

Total 900,000 951,708

Advertisement Expenses - 6,000

Audit Fees 20,000 20,000

Bank Charges 4,009 849

Business Development Expenses - 35,672

Consultancy Charges - 25,000

Conveyance 500 59,104

Masc. Expenses - 6,490

Printing and Stationery Expenses 200 4,050

Professional Charges 12,500 28,400

Rates and Taxes - 359

Repairs and Maintenance - 20,200

ROC Charges 9,000 49,916

Staff Welfare 758 2,645

Telephone Expenses 6,193 123,686

Traveling Expenses - 132,656

Total 53,160 515,027

Year ended31.03.2009



Schedule 08: Employee CostYear ended31.03.2010



Schedule 07: Income

Schedule 09: Administration Expenses

QEDi Proteus


Schedule 10: Accounting Policies and Notes on Accounts

A. BUSINESS

The Company is a public limited Company incorporated and domiciled in India on November 19, 2007.

The registered office and principal place of business is located at No 51, R K Mutt Road, Mylapore,

Chennai 600 004, Tamil Nadu, India.

QEDi Proteus Energy Limited is a Joint Venture between three companies namely Qedi, U.K, Proteus

Global Solutions, Australia and SAAG RR Infra Limited, India and its main activities would be manpower

recruitment.

The Company has not started operation due to unavoidable delay and is expected to start the operation

during the 2010-11 financial year.

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1) Basis of Accounting

The Accounts are prepared under the historical cost conception. The financial statements

comply with the mandatory accounting standards issued by the Institute of Chartered

Accountants of India and are in accordance with the provisions of the Companies Act 1956. The

financial statements for the financial period ended March 31, 2010, had been prepared from

those accounting records maintained under the accounting principles generally accepted in

India.

2) Revenue Recognition

In respect of professional services rendered to clients, income relating to those services is

recognized on successful completion of assignment in all respect and the recovery of which is

certain.

3) Deferred Taxation

In accordance with Accounting Standards 22 – accounting for Taxes on Income issued by the

Institute of Chartered Accountants of India, the deferred tax for timing differences between the

book and tax profits for the year is accounted for using the tax rates and laws that have been

enacted or substantially enacted as of the balance sheet date. Deferred Tax assets arising from temporary timing differences are recognized to the extent

there is reasonable certainty that the assets can be realized in future.

C. NOTES FORMING PART OF ACCOUNTS

1) Figures have been regrouped wherever necessary and rounded off to the nearest Rupee.

2) Auditors remuneration excluding service tax 2009-2010 2008-2009

Audit Fees (Rs.) 20,000 20,000Certification Fees (Rs.) 12,500 Nil

3) Contingent Liability : Nil

4) Directors Remuneration : Rs. 9,00,000 (Previous year Rs. 8,08,500)

103

QEDi Proteus


5) The Company does not have any outstanding dues to Micro, Small & Medium Enterprise

Development Act 2006.

6) Claims against the Company not acknowledged as debts – Nil.

7) Earnings per share : 31.03.2010 31.03.2009

Profit after tax (Rs.) (7,04,992) (9,58,767)

No. of equivalent shares 2,04,000 1,52,667

Earnings per share (Rs.10 Face value) (Rs.) (3.46) (6.28)

8) Related party disclosureIn the normal course of business, the Company enters into transactions with affiliated


shareholders / directors of the Company, directly or indirectly). The transactions with the


Nature of Relationship Name of Related Parties

a) Holding Company Proteus Energy Limited

SAAG RR Infra Limited

b) Associates QEDi International Limited

c) Key Management Personnel Mr.R.Ananthakrishnan

(Head - Operations)

The transactions with the related parties are as follows:

Name of the Company Nature of Transactions Amount in Rs.

SAAG RR Infra Ltd. Payable 8,84,077

Proteus Energy Ltd. Receivable 72,868

Schedules 1 to 10 is Integral part of Financial Statement

104



R.SriramDirector




QEDi Proteus


Amount in INR

PARTICULARS31.03.2010 31.03.2009

A Cash Flow from Operating ActivitiesNet Profit / (Loss) before Taxation (704,992) (958,767)Extra-ordinary Items - Tramsfer to Capital Reserve - -Adjustment forInterest & Finance Charges - - Depreciation on Original Cost 6,067 4,836 Preliminary Expenses Written Off - -Interest Received - - Operating Profit before Working Capital Changes (698,925) (953,931)Add: Adjustments forDecrease/(Increase) in Sundry Debtors/Receivables - - Decrease/(Increase) in Loans & Advances 233,262 (174,218)Decrease/(Increase) in Inventories - - (Decrease)/Increase in Trade Payable 715,715 (714,337)Decrease/(Increase) in Public Issue Expenses - - Decrease/(Increase) in Deferred Tax (254,235) (402,275)Decrease/(Increase) in Net Current Assets 694,742 (1,290,830)Less: Interest & Finance Charges Incurred - - Less: Net Direct Taxes - - Net Cash from Operating Activities (4,183) (2,244,761)

B Cash Flow from Investing ActivitiesPurchase of Fixed Assets - (37,430)Sale of Fixed Assets - -Loans Given to/Returned by Corporates - -Net Cash from Investing Activities - (37,430)

C Cash Flow from Financing ActivitiesNet Movement in Cash Credit Account - - Increase in Equity Capital - 1,540,000 Interest Received - - Net Cash from Financing Activities - 1,540,000

Net Increase / Decrease in Cash & Cash Equivalents (A+B+C) (4,183) (742,191)At the Beginning of the Year 2,461 744,652 At the End of the Year (1,722) 2,461

Cash and Bank Balance (1,722) 2,461 Other cash equivalents - -

Total (1,722) 2,461


CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2010


105



R.SriramDirector


For L.Sukumar & CoChartered AccountantsRegistration No 5164SL.SukumarPartnerM No 24589

QEDi Proteus


106







NIL NIL


NIL NIL



2040 2040

Source of funds


2040 NIL


NIL NIL


27 NIL


-967 NIL

Deferred Tax Asset

881



0 953


-959 -705


-3.46 NIL



Product Description Not Applicable

State Code

QEDi Proteus


Forward Looking Statements:

Statements in the Management Discussion and Analysis and other parts of the Annual Report may be forward looking within the meaning of applicable Securities laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

SAAG RR INFRA LTDNo. 51, R.K. Mutt Road, Mylapore, Chennai - 600 004.

Tel : 044-4295 7777, 2461 4942 Fax : 044-2461 4948E-mail : [email protected]

www.saagrr.com

BOOK-POST

Documents

Annual report wrapper - Bombay Stock Exchange · 2010-09-22 · 3. Profile of Directors 13 4. Director's Report 14 5. Report on Corporate Governance 22 6. Auditor's Report 35 7. Standalone