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Sea Gold Infrastructure Ltd.

BSE: 530361 Sector: Infrastructure
NSE: N.A. ISIN Code: INE428P01013
BSE 05:30 | 01 Jan Sea Gold Infrastructure Ltd
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Sea Gold Infrastructure Ltd. (SEAGOLDINFRA) - Director Report

Company director report

To

The Members

Sea Gold Infrastructure Limited

Your Directors have pleasure in presenting their 23rd Annual Report on thebusiness and operations of your company with the Audited Statement of Accounts for theFinancial Year ended March 31 2017.

FINANCIAL RESULTS

The standalone financial performance of the Company for the financial year ended March31 2016 is summarized below:

STANDALONE (Rs in Crores)
Particulars 2016-17 2015-16
Revenue from operations 1003580 27529336
Other Income 24773 12229
Total Income 1028353 27541565
Total Expenditure 6389432 28586915
Depreciation 33042 32633
Profit / (Loss) before exceptional and extraordinary items and tax (5394121) (1077983)
Less: exceptional and extraordinary items Nil Nil
Profit / (Loss) before taxation (5394121) (1077983)
Less: - Current Tax Nil Nil
- Income Tax (Earlier years) Nil Nil
- Deferred Tax 477 6671
Profit/(Loss) after Tax (5394598) (1084654)
Earnings per equity shares in Rs. (0.99) (0.20)

OPERATIONS:

During the year under review the gross revenue of the Company decreased toRs.1003580 compared to Rs.27529336 in the previous year. The Profit after tax for theyear decreased to Rs. (5394598) compared to (1084654) in the previous year.

REVIEW OF PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS

During the year under review operations were well carried out by the Company withincreased capacity utilization turnover should improve further. There is strong beliefthat this business improvement will sustain in the future too. Scenario for futureopportunities is bright.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of business during the year.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no other Material Changes and Commitments affecting the financial position ofthe Company which occurred between the end of the financial year to which the financialstatements relate and the date of this Report.

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for thisyear.

There were no transfers to Reserves during the financial year 2016-17.

SHARE CAPITAL

During the period under review there has no change in the Share Capital of theCompany. The Authorized Share Capital of the Company is Rs.55000000 divided into5500000 equity shares of Rs.10/- (Rupees Ten) each.

The Issued Subscribed and Paid up Capital of the Company as on March 31 2017 isRs.54482400 divided into 5448240 equity shares of Rs. 10 (Rupees Ten) each.

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of directors of your company is duly constituted.

Proposed Appointments:

The following appointments to the Board are proposed:

Approval of the shareholders is being sought for the appointment of Mr. SathaiahBathula (DIN 07277786) as a Director of the Company who retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible offer herself for re-appointmentin accordance with the provisions of the Companies Act and pursuant to Articles ofAssociation of the Company. Your Board recommends her re- appointment.

Appropriate resolutions for the appointment/ re-appointment of Directors are beingplaced before you for your approval at the ensuing Annual General Meeting. The briefresume of the aforesaid Directors and other information have been detailed in the Notice.Your Directors recommend their appointment/reappointment as Directors of your Company.

NUMBER OF MEETINGS OF THE BOARD:

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Five (5) Board Meetings were convened and held. The gap between any two BoardMeetings is within the period as prescribed under the Companies Act 2013 and ListingAgreement.

Dates on which the Board Meeting were held

S.No. Date of Board Meeting
1 28.05.2016
2 13.08.2016
3 14.11.2016
4 14.02.2017
5 21.03.2017

The Attendance of Directors at these Board Meetings is as under:

Name of Directors No. of meetings held during the tenure of the Director No. of meetings attended by the Director Whether present at the previous AGM
Mr. Venkata Krishna Reddy Panati 5 5 Yes
Mr. Venkata Satish Veerapaneni 5 5 Yes
Mr. Rajasekhar Mathuru Reddy 5 5 Yes
Mr. Syed Khaleel Ahmed 5 5 Yes
Mrs. Vijayalakshmi Panati 5 5 Yes
Mr. Sathaiah Bathula 5 5 No

DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence vis--vis the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company shall through its Senior Managerial personnel familiarise the IndependentDirectors with the strategy operations and functions of the Company. The IndependentDirectors will also be familiarised with their roles rights and responsibilities andorientation on Statutory Compliances as a Board Member.

On appointment of the Independent Directors they will be asked to get familiarisedabout the Company's operations and businesses. An Interaction with the key executives ofthe Company is also facilitated to make them more familiar with the operations carried bythe company. Detailed presentations on the business of the company are also made to theDirectors. Direct meetings with the Chairman and the Managing Director are furtherfacilitated for the new appointee to familiarize him/her about the Company/its businessesand the group practices as the case may be and link is available at the websitewww.seagoldaqua.com.

REMUNERATION POLICY

The Company's remuneration policy is driven by the success and performance of theindividual employee and the Company. Through its compensation programme the Companyendeavours to attract retain develop and motivate a high performance workforce. TheCompany follows a compensation mix of fixed pay benefits and performance based variablepay. Individual performance pay is determined by business performance and the performanceof the individuals measured through the annual appraisal process.

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributes andindependence of a director. The Remuneration Policy is available on the website of theCompany viz. www.seagoldaqua.com

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013with respect to Directors' Responsibility Statement your board of directors to the bestof their knowledge and ability confirm that:

a. in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

b. the accounting policies mentioned in notes to Financial Statements have beenselected and applied consistently and the Directors made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2017 and of the profit/loss of the Company for thatyear;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements of the Company have been prepared on a ‘goingconcern' basis;

e. proper internal financial controls have been laid down to be followed by the Companyand such internal financial controls are adequate and were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

CONSTITUTION OF AUDIT COMMITTEE

The Audit Committee of the Company is duly constituted as per Section 177 of theCompanies Act 2013. During the year four (4) Audit Committee Meetings were convened andheld as follows:

Dates on which the Audit Committee Meetings were held

Sl. No. Date of Board Meeting
1 28.05.2016
2 13.08.2016
3 14.11.2016
4 14.02.2017
5 21.03.2017

The members of Audit Committee are:

Mr. Veerapaneni Venkata Satish Chairman
Mr. Syed Khaleel Ahmed Member
Mr. Sathaiah Bathula Member

NOMINATION AND REMUNERATION COMMITTEE:

The Company had constituted the Nomination and Remuneration Committee under section 178of the Companies Act 2013. The Nomination and Remuneration policy is annexed to thisreport.

(a)Composition Meetings and Attendance during the year

The Nomination and remuneration committee comprises of total three Non-Executive cumIndependent directors.

The committee comprises as follows:

Directors Chairman/Member Category
Mr. Veerapaneni Venkata Satish Chairman Independent and Non-Executive Director
Mr. Syed Khaleel Ahmed Member Independent and Non-Executive Director
Mr. Sathaiah Bathula Member Independent and Non-Executive Director

(b) Selection and Evaluation of Directors:

The company believes formal evaluation of the board and of the individual directors onan annual basis is a potentially effective way to respond to the demand for greater boardaccountability and effectiveness. For the company evaluation provides an ongoing meansfor directors to assess their individual and collective performance and effectiveness. Inaddition to greater board accountability evaluation of board members helps in;

a. More effective board process

b. Better collaboration and communication

c. Greater clarity with regard to members roles and responsibilities

d. Improved chairman managing directors and board relations

The evaluation process covers the following aspects

- Self evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the non executive directors to the chairman

- Feedback on management support to the board.

(c) Performance Evaluation of Board Committees and Directors

The company believes formal evaluation of the board and of the individual directors onan annual basis is a potentially effective way to respond to the demand for greater boardaccountability and effectiveness. For the company evaluation provides an ongoing meansfor directors to assess their individual and collective performance and effectiveness. Inaddition to greater board accountability evaluation of board members helps in;

a. More effective board process

b. Better collaboration and communication

c. Greater clarity with regard to member's roles and responsibilities

d. Improved chairman managing directors and board relations

The evaluation process covers the following aspects

- Self evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the non executive directors to the chairman

- Feedback on management support to the board.

CORPORATE GOVERNANCE

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) 2015provisions relating to corporate governance are not applicable to your company andtherefore no separate report on corporate governance is required

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report highlighting the industry structure anddevelopments opportunities and threats future outlook risks and concerns etc. is formspart of this report and the same is annexed herewith.

STATUTORY AUDITORS

M/s. A.G.V. Reddy & Co Chartered Accountants Hyderabad were appointed asStatutory Auditors of the Company to fill the casual vacancy caused by resignation ofM/S.G.C Reddy & Associates for the Financial Year 2016-17. The statutory auditors havealso confirmed their eligibility under section 139(1) of the Companies Act 2013. Membersare requested to ratify their appointment as Statutory Auditors for financial year2016-2017 & 2017-2018 and to authorize the Board to fix their remuneration.

REPLIES TO AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

BUSINESS RESPONSIBILITY REPORT (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August13 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100listed entities based on their market capitalization on Bombay Stock Exchange Ltd andNational Stock Exchange of India Ltd as at 31 March 2012. In view of the requirementsspecified the company is not mandated for the providing the BRR and hence do not formpart of this Report.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under Mr. Manoj KumarKoyalkar M/s. AGR Reddy & Co Practicing Company Secretary has been appointed asSecretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure- III to this report. The report is self-explanatory and do not call for any furthercomments

QUALIFICATION

As per the Secretarial Audit Report during the year the Company has not appointedCompany Secretary and Chief Financial Officer.

MANAGEMENT'S REPLY

The Company at present is not carrying out any operations and thus was unable toappoint Chief Financial Officer and Company Secretary.

COST AUDITORS

The provisions of Section 148 of the Companies Act 2013 relating to mandatory CostAudit does not apply to the Company and hence no Cost Audit is conducted. However theCompany is required to maintain Cost records which the Company is maintaining.

CORPORATE SOCIAL RESPONSIBILITY

The provisions w.r.t. CSR is not applicable to the Company. Therefore the Company hadnot constituted CSR committee during the year 2016-17.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of loans and guarantees given and investments made under Section 186 of the Actare provided in the Notes to the Financial Statements.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 andthe rules framed there under and pursuant to the applicable provision of Clause 49 of thelisting agreement entered with stock exchanges the company has established a mechanismthrough which all stake holders can report the suspected frauds and genuine grievances tothe appropriate authority. The Whistle blower policy which has been approved by the boardof directors of the company has been hosted on the website of the company viz.www.seagoldaqua.com

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The ‘Manager' is responsible forimplementation of the Code along with the management of the Company.

Members of the Board have confirmed compliance with the Code.

RISK MANAGEMENT POLICY

The Board of Directors has formed a risk management committee to identify evaluatemitigate and monitor the risks associated with the business carried by the company. Thecommittee reviews the risk management plan and ensures its effectiveness. A mechanism hasbeen put in place which will be reviewed on regular intervals.

POLICY ON SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. During the financial year ended 31st March 2017 the Companyhas not received any complaints pertaining to Sexual Harassment.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered during the financial years were inthe ordinary course of business of the company and were on arm length basis. There were nomaterially significant related party transactions entered by the company during the yearwith the promoters directors key managerial personnel or other persons which may have apotential conflict with the interest of the company.

The policy on related party transactions as approved by the board of directors ishosted on the website of the company viz. www.seagoldaqua.com

Particulars of every contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso thereto shall be disclosed in FormNo. AOC-2 as ‘Annexure I' to this report

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public under Chapter V of the Actor under the corresponding provisions of Section 73 and 74 of the Companies Act 2013. Assuch there was no principal or interest outstanding on the date of the Balance Sheet.

PARTICULARS OF EMPLOYEES

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as ‘Annexure II' to thisReport. In terms of Section 136 of the Companies Act 2013 the same is open for inspectionat the Registered Office of the Company.

Copies of this statement may be obtained by the members by writing to the CompanySecretary at the Registered Office of the Company. The ratio of the remuneration of eachDirector to the median employee's remuneration and other details in terms of Section197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are enclosed in ‘Annexure III'and forms part of this Report.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Act an extract of the Annual Return inthe prescribed format is appended as ‘Annexure IV' to this Report.

DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or an Associate Company.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

(A) CONSERVATION OF ENERGY

(i) the steps taken or impact on conservation of energy Nil
(ii) the steps taken by the company for utilizing alternate sources of energy Nil
(iii) the capital investment on energy conservation equipments Nil

(B) TECHNOLOGY ABSORPTION

(i) the efforts made towards technology absorption The Company has neither absorbed nor adopted any new technology. The company has also not made any innovation in technology other than the R&D
(ii) the benefits derived like product improvement cost reduction product development or import substitution No benefits derived in the year under review
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- No new technology is imported during the last three years
(a) the details of technology imported --
(b) the year of import; --
(c) whether the technology been fully absorbed --
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof --
(iv) the expenditure incurred on Research and Development No expenditure incurred on Research and Development

Conservation of Energy which is an ongoing process in the Company's constructionactivities and the same is not furnished as the relative rule is not applicable to yourcompany.

There is no information to be furnished regarding Technology Absorption as your companyhas not undertaken any research and development activity in any manufacturing activity norany specific technology is obtained from any external sources which needs to be absorbedor adapted.

Innovation is a culture in the Company to achieve cost efficiency in the constructionactivity so as to be more competitive in the prevailing environment.

FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134 of the Companies Act 2013 read withthe Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988the information relating to foreign exchange earnings and outgo during the year in termsof actual outflows is as follows:

Foreign Exchange Inflows: NIL
Foreign Exchange Outflows : NIL

INTERNAL AUDIT & CONTROLS

The Company to engage M/s. S R Kumar & Associates Chartered Accountants as itsInternal Auditor of the Company for the financial year 2017-18 and their report isreviewed by the Audit Committee from time to time. During the year the Company continuedto implement their suggestions and recommendations to improve the control environment.Their scope of work includes review of processes for safeguarding the assets of theCompany review of operational efficiency effectiveness of systems and processes andassessing the internal control strengths in all areas. Internal Auditors findings arediscussed with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on an ongoing basis to improve efficiency in operations.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has adequate Internal Financial Controls consistent with the nature ofbusiness and size of the operations to effectively provide for safety of its assetsreliability of financial transactions with adequate checks and balances adherence toapplicable statutes accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. It has acomprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoing basis.

MANAGEMENT REPLIES TO AUDITORS REPORT STANDALONE AND CONSOLIDATED FINANCIALREPORTS:

With reference to observations made in Auditor's Report the notes of account isself-explanatory and therefore do not call for any further comments. The Auditors' Reportdoes not contain any qualification. The results for the year ended March 31 2017 havebeen subjected to an audit by the Statutory Auditors of the Company and a qualified reporthas been issued by them thereon.

INDUSTRIAL RELATIONS

The company enjoyed cordial relations with its employees during the year under reviewand the Board appreciates the employees across the cadres for their dedicated service tothe Company and looks forward to their continued support and higher level of productivityfor achieving the targets set for the future.

LISTING WITH STOCK EXCHANGES:

The Securities Exchange Board of India (SEBI) on 2nd September 2015 hasissued SEBNI (Listing Obligations and Disclosure Requirements) Regulations 2015 with anaim to consolidate and streamline the provisions of Listing Agreement for differentsegments of capital market to ensure better enforceability. The said regulations wereeffective from 1st December 2015. Accordingly all listed entities wererequired to enter into the Listing Agreement within 6 months from the effective date. TheCompany entered into Listing Agreement with the BSE Limited. The shares of the company arelisted on The Bombay Stock Exchange.

The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 toBSE where the Company's Shares are listed.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation of the support and co-operation ofthe Central and the State Government bankers financial institutions suppliersassociates and subcontractors and seeks their continued patronage in future as well.

For and on behalf of the Board of Directors of
Sea Gold Infrastructure Limited
Sd/- Sd/-
Mr. P.V. Krishna Reddy Mr. Syed Khaleel Ahmed
Managing Director Director
DIN: 00308975 DIN: 05347153
Date: 02.09.2017
Place: Hyderabad
REGISTERED OFFICE
CIN: L70200TG1993PLC016389
Plot No. 23 Phase IV IDA Jeedimetla
Hyderabad 500 055
Telangana India.