CAPITAL & INFRASTRUCTURE LTD.

Transcription

1 CAPITAL & INFRASTRUCTURE LTD. 18TH ANNUAL REPORT

2 BOARD OF DIRECTORS : Shri Sushil Patwari Chairman & Managing Director Shri Sunil Patwari Director Shri Mohan Kishen Ogra Director Shri Bibhuti Charan Talukdar Director BANKERS : Canara Bank, Overseas Branch, Kolkata ING VYSYA Bank Limited, Overseas Branch, Mumbai HDFC Bank Limited, Stephen House Branch, Kolkata AUDITORS : M/s. H. R. Agarwal & Associates Chartered Accountants 219-C, Old China Bazar Street, 1st Floor Room No. B-6, Kolkata TRANSFER AGENT : M/s. Maheshwari Datamatics Pvt. Ltd. 6, Mangoe Lane, 2nd Floor, Kolkata REGISTERED OFFICE : 18, R. N. Mukherjee Road, Kolkata CORPORATE OFFICE : 21-22, Kala Bhavan, 3, Mathew Road Mumbai CONTENTS Page No. Notice...2 Directors Report...3 Corporate Governance...6 Auditors Report...11 Balance Sheet...14 Statement of Profit & Loss...15 Cash Flow Statement...16 Notes on Accounts...17

3 NOTICE Notice is hereby given that the 18th Annual General Meeting of the Members of Nagreeka Capital & Infrastructure Limited, will be held at Bengal National Chamber of Commerce and Industry, 23, R.N. Mukherjee Road, Kolkata , on Thursday, the 27th September, 2012 at a.m. to transact the following business : ORDINARY BUSINESS : 1. To receive, consider and adopt the Balance Sheet as at 31st March, 2012, the Profit and Loss Account for the year ended on that date and reports of the Directors and the Auditors thereon. 2. To appoint a Director in place of Mr. Mohan Kishen Ogra, who retires by rotation and being eligible, offers himself for reappointment. 3. To appoint Auditors and to fix their remuneration. Place : Kolkata Date : 9th August, 2012 NOTES :- 1. A Member entitled to attend and vote at the meeting is entitled to appoint a Proxy to attend and vote instead of himself and the Proxy need not be a Member of the Company. 2. The Instrument appointing Proxy should be deposited at the Registered Office of the Company not less than forty-eight hours before the time for holding the meeting. 3. Members are requested to notify immediately any change in their addresses, if any, to the Registrar and Share Transfer Agent M/ s. Maheshwari Datamatics (P) Ltd., 6, Mango Lane, 2nd Floor, Kolkata Members are requested to bring their copies of Annual Report at the Meeting and produce attendance slip at the entrance. 5. The Register of Members and Share Transfer Books will remain closed from to (both days inclusive). 6. Members intending to require information, about accounts, to be explained at the meeting are requested to write to the Company at least ten days in advance of the Annual General Meeting (AGM). 7. Details of the Directors retiring by rotation and being proposed for re-appointment are as under :- By order of the Board For Nagreeka Captial & Infrastructure Limited Swatika Gupta (Company Secretary) DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT IN THE ENSUING ANNUAL GENERAL MEETING : Name of Director Mr. M. K. Ogra Date of Birth Date of Appointment Qualification Expertise in specific Functional area List of other Directorships held excluding foreign companies, Companies under section 25 of the Companies Act, 1956 and Private Companies. Chairman / Member of the Committees of the Board of other Companies in which he/she is a Director 8. Important Communication to Members Graduate (Maths & Statistics) & Diploma in Statistics & Quality Control Industrialist having rich business experience Nagreeka Exports Ltd. Nicco Financial Ltd. Nicco Engineering Services Ltd. Nicco Biotech Ltd. Nagreeka Exports Ltd. Nicco Engineering Sevices Ltd. The Ministry of Corporate Affairs has taken a Green Initiative in the Corporate Governance by allowing paperless compliances by the companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by to its members. To support this green initiative of the Government in full measure, members who have not registered their addresses, so far, are requested to register their addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to register their addresses with Maheshwari Datamatics Private Limited. 2

4 DIRECTORS REPORT TO THE MEMBERS Your Directors have pleasure in presenting the 18th Annual Report on the affairs of your Company together with the Audited Statements of Account for the year ended 31st March, FINANCIAL RESULTS ( In lacs) ( In lacs) Revenue from operations PBIDT Interest Depreciation PROFIT BEFORE TAXATION Less: Provision for taxation Less :Contingent Provisions against Standard Assets (0.42) 2.19 PROFIT AFTER TAXATION Profit Brought Forward from Previous Year PROFIT AVAILABLE FOR APPROPRIATIONS Transfer to Statutory Reserve APPROPRIATIONS Income Tax on Dividend Balance carried to Balance Sheet DIVIDEND With a view to augmenting the working capital requirement, your Directors intend to plough back entire profit after tax in respect of the year ended 31st March, As such, no dividend is recommended for the year ended 31st March, REVIEW OF OPERATIONS During the financial year under review the Company has achieved turnover of Lacs against Lacs for the previous year. The Profit after Tax is higher at Lacs against Profit after Tax of Lacs in the previous year. FUTURE PROSPECT The recent GDP and IIP patterns indicate a muted growth. It is expected that the GDP growth for the year ending 2013 will not exceed 6.5% and IIP for the same period is expected to be 3.5%. The above data suggest that the Indian economy will be under pressure and rupee exchange rate will remain volatile, in the near future. The Indian Stock market will remain range bound unless and until the central Government takes bold steps for Financial reforms. Your directors have taken pre-cautionary steps to ensure that the top line and bottom line of your company show improvement, even in adverse economic scenario. PUBLIC DEPOSIT Your Company has not accepted any deposits during the year under review within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, DIRECTORS Mr. Mohan Kishen Ogra will retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for reappointment. 3

5 DIRECTORS REPORT (Contd.) DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm that : 1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures. 2. The Directors have selected such accounting policies and applied them consistently and made judgements 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, 31st March, 2012, and the profit for that period. 3. Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities. 4. The Directors have prepared Annual Accounts on going concern basis. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management discussion and analysis are covered in a separate report annexed hereto and marked as Annexure A. CORPORATE GOVERNANCE A separate report on Corporate Governance is enclosed as part of this annual report and marked as Annexure B. Requisite Certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the report of Corporate Governance. Adequate steps to ensure compliance of all the mandatory provisions of Corporate Governance as provided in the Listing Agreements of the Stock Exchanges with which the Company s Shares are listed have been taken and your company has ensured its required compliance. AUDITORS M/s. H.R. Agarwal & Associates, Chartered Accountants, Kolkata, the Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment for which company has received a requisite certificate pursuant to Section 224(1B) of the Companies Act, 1956 from M/s. H.R. Agarwal & Associates, the retiring Auditors of your Company regarding their eligibility for reappointment as Auditors, and we recommend their re-appointment. AUDITORS REPORT The observation made by the auditors in their Report together with Notes on Accounts are self explanatory and, therefore, do not call for any further explanation under Section 217 (3) of the Companies Act, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Being an investment company, the provisions regarding conservation of energy and technology absorption are not applicable to the company. There was no foreign exchange earnings and outgo during the period under review. PARTICULARS OF EMPLOYEES None of the employees are drawing remuneration exceeding 5.00 Lacs per month or Lacs per year. Hence, details required to be furnished in accordance with Sub Section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable. APPRECIATION The Board of Directors place on record their sincere appreciation for the dedicated efforts, good understanding and support, and valuable contributions made by all our employees in achieving the excellent result for the year. They also wish to sincerely thank shareholders, customers and financial institutions including banks for their support and encouragement. Place : Kolkata Date : 26th May, 2012 By order of the Board Sushil Patwari Chairman & Managing Director 4

6 ANNEXURE A TO DIRECTORS REPORT INDUSTRY STRUCTURE AND DEVELOPMENT MANAGEMENT DISCUSSION AND ANALYSIS REPORT The growth rate of the Indian economy was slower in respect of the year The GDP registered a growth of 6.50% in as against 8.60% in the previous year. Volatility, in growth, was also witnessed in Index of Industrial Production (IIP) throughout the year. The IIP growth in was 2.8% as against 8.3% in the previous year. The interest rates were kept at higher band for controlling inflation which put a downward risk to growth. The Equity market was weak, grappling with the deteriorating health of the economy. During the year , macro-economic worries arising from the country s high fiscal and trade deficit, weighed high on investor sentiments. The global uncertainties in Euro Zone and other developed countries also added to the low sentiment. OPPORTUNITIES AND THREATS The rising interest rates, unabated domestic inflation and possible slippages in fiscal deficit forecast, pose substantial downside risk for equity investors in the current financial year. Further, the Indian economy cannot be insulated from the problems arising out of European debt crisis. These factors may adversely affect the operations of your company which is mainly an investment company, with primary objective of long term appreciation in the value of the portfolio. However, the Indian economy is expected to recover from the fourth quarter of This will boost the sentiments in the markets. RISKS & CONCERNS The main risk confronting the markets is poor FDI and FII inflows in the current year. This reflects reduced attraction of India as an investment destination. In order to overcome the hurdles, as referred above, your company has decided to make investments very conservatively. OUTLOOK Your company will have to tread the growth path very cautiously. The underlying factors which have created financial stress and have resulted in growth moderation, continue to be at play. More particularly, the market will closely look at government s policy actions before committing to investment in the country. Such policy actions include addressing infrastructure bottlenecks, raising FDI limits in retail and aviation, providing clarity with respect to GST and DTC rollout, having a roadmap for subsidy and fiscal deficit reduction. Further, significant unease and apprehension has been generated on account of change in taxation policy with retrospective effect. If the Central Government pushes for rapid economic reforms, the same will give a major impetus to the financial market in India. In such a scenario, your company will consider every possible opportunity to tap the growth momentum. INTERNAL CONTROL SYSTEM The Company has well defined internal control system. The Company takes abundant care to design, review and monitor the working of internal control system. Internal Audit in the organization is an independent appraisal activity and it measures the efficiency, adequacy and effectiveness of other controls in the organization. Regular internal audits and checks are carried out to provide assurance that the responsibilities at various levels are discharged effectively and that adequate systems are in place. The review includes overseeing adherence of the management policies, safeguarding the assets of the Company and ensuring preparation of timely and accurate financial information. All significant issues are brought to the attention of the Audit Committee of the Board. CAUTIONARY STATEMENT Statements in this report on Management Discussion and Analysis describing the Company s objectives, projections, estimates, expectations or predictions may be forward looking statements considering the applicable laws or regulations. These statements are based on certain assumptions and expectation of future events. Actual results could, however, differ materially from those expressed or implied. Important factors that could make a difference to the Company s operations include Foreign Exchange inflows and outflows, global and domestic stability in Stock Markets, changes in Government regulations and tax structure, economic developments within India and the rest of world. The Company assumes no responsibility in respect of the forward looking statements herein which may undergo changes in future on the basis of subsequent developments, information or events. 5

7 ANNEXURE B TO DIRECTORS REPORT CORPORATE GOVERNANCE REPORT The company conducts business in a manner that is fair and transparent and also perceived to be such by others. In compliance with the requirement of Clause 49 of the Listing Agreement with the Stock Exchange(s), your company submits the Report on Corporate Governance as under. 1. COMPANY S PHILOSOPHY ON THE CODE OF GOVERNANCE Your Company has always believed in the concept of good Corporate Governance involving transparency, empowerment, accountability and integrity with a view to enhancing the Share Holders Value. The Company has professionals on its Board of Directors who are actively involved in the deliberations of the Board on all important Policy matters. 2. BOARD OF DIRECTORS COMPOSITION (i) The Company s Board at present has four Directors comprising of one Managing Director and three Non-Executive Directors. The Company has Chairman. The number of non-executive Directors are more than 50% of total number of Directors. (ii) None of the Directors on the Board is a member of more than 10 committees and Chairman of more than 5 committees (as per clause 49(iv)B) across all the companies in which he is a Director. All the Directors have made requisite disclosures regarding committee positions occupied by them in other companies. The Board met four times on the following dates during the financial year : The names and categories of Directors on the Board, their attendance at Board Meetings held during the year and at the last Annual General Meeting as also the number of Directorships and committee positions as held by them in other Public Limited Companies as on are given below : Name Category No. of No. of Board Whether No. of No. of Committee No. of Meetings Meetings Attented Directorship in Positions held in Shares held held during attended AGM held other Public other Public Limited in the Comthe Financial during on Limited Companies pany as at year Companies Chairman Member Mr. Sushil Patwari Promoter 4 4 Yes 4 None Mr. Sunil Patwari Promoter 4 3 No 2 None Mr. M. K. Ogra Independent 4 4 Yes 4 2 None Nil Mr. B. C. Talukdar Independent 4 4 Yes Nil 3. COMMITTEES OF THE BOARD A) AUDIT COMMITTEE The Audit Committee comprises of three Directors viz. Mr. M. K. Ogra as Chairman of the Committee, Mr. Sunil Patwari and Mr. B. C. Talukdar as its members. Ms. Swatika Gupta, Company Secretary, is the Secretary of the Audit Committee. The terms of reference of the Audit Committee are as contained in the Corporate Governance Clause 49 of the Listing Agreement. The Audit Committee met on the following dates during the financial year : ATTENDANCE OF THE AUDIT COMMITTEE MEETING : Name of the Directors Number of Meeting Held Number of Meeting Attended Mr. M. K. Ogra 4 4 Mr. B. C. Talukdar 4 4 Mr. Sunil Patwari 4 3 Necessary quorum was present at the meeting and Representatives of Statutory Auditors of the Company are being invited to the meetings, as and when required. 6

8 ANNEXURE B (Contd.) B) SHARE HOLDERS / INVESTORS GRIEVANCE COMMITTEE The Company has an independent Shareholders Grievance Committee. The Committee comprises of : 1. Mr. M. K.Ogra Chairman Independent Director 2. Mr. Sushil Patwari Member Non Executive - Promoter 3. Mr. B. C. Talukdar Member Independent Director The Committee met once during the financial year on The Committee is prompt in attending to requests received for transfer as well as issue of duplicate certificates. The number of Complaints received during Financial Year are as under : Number of complaints received from Investors comprising of Non-receipt of Dividend and Annual Reports, Share sent for Transfer and Transmission, Complaints received from SEBI Stock Exchanges and direct from Investors, Registrar of Companies etc. 2 Number of Complaints resolved 2 Number of Complaints pending as on The complaints were disposed off within the stipulated redressal time period. NIL Given below are the details of remuneration to Directors during the financial year : Name of Directors Sitting Fees Salary Perquisites Commission (for () () () paid during the year) () 1. Mr. Sushil Patwari 2. Mr. Sunil Patwari 9,000/- 3. Mr. M. K. Ogra 13,000/- 4. Mr. B. C. Talukdar 13,000/- Non-executive Directors are paid remuneration by way of sitting fees. The Company does not pay any remuneration to its Managing Director. 4. DETAILS OF DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENT IN THE ENSURING ANNUAL GENERAL MEETING : Name of Director Mr. M. K. Ogra Date of Birth Date of Appointment Qualification Expertise in specific Functional area List of other Directorships held excluding foreign companies, Companies under section 25 of the Companies Act, 1956 and Private Companies. Chairman / Member of the Committees of the Board of other Companies in which he/she is a Director Graduate (Maths & Statistics) & Diploma in Statistics & Quality Control Industrialist having rich business experience Nagreeka Exports Ltd. Nicco Financial Ltd. Nicco Engineering Services Ltd. Nicco Biotech Ltd. Nagreeka Exports Ltd. Nicco Engineering Sevices Ltd. 7

9 ANNEXURE B (Contd.) 5. DETAILS OF GENERAL MEETINGS A. Locations, Date and Time of Annual General Meetings held during the last three years are as under : Sr. Year Location AGM / EGM Date Day Time No. of Special No. Resolution Passed Bengal National Chambers of 17th A.G.M Wednesday am. Nil Commerce & Industry, 23, R. N. Mukherjee Road, Kolkata Bengal National Chambers of 16th A.G.M Tuesday am. Nil Commerce & Industry, 23, R. N. Mukherjee Road, Kolkata Bengal National Chambers of 15th A.G.M Tuesday am. Nil Commerce & Industry, 23, R. N. Mukherjee Road, Kolkata No items were passed by resolution through Postal Ballot during the Financial Year At the forthcoming Annual General Meeting also, there is no item on the agenda that needs approval by Postal Ballot. 6. DISCLOSURES (i) There are no materially significant related party transactions made by the Company with its Promoters, Directors or Management Staffs as defined in Clause 49 of the listing agreement, where they have personal interest that may have a potential conflict with the interests of the Company at large requiring disclosure by them to the Board of Directors of the Company. (ii) The particulars of transactions between the Company and its related parties in accordance with Accounting Standard 18 are set out in Note No. 24 to the Accounts. These transactions are in the ordinary course and are not likely to have any conflict with the interest of the Company. (iii) All Accounting Standards mandatory required have been followed in the preparation of financial statements and no deviation has been made in following the same. (iv) Risk assessment and its minimization procedures have been laid down by the Company and the same have been informed to Board Members. These procedures are periodically reviewed to ensure that executive management controls risks through means of a properly defined. (v) No penalties or strictures have been imposed on the company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years. (vi) Management Discussion and Analysis forms part of the Annual Report to the members and it includes discussion on matters as required under the provisions of clause 49 of the listing agreement with stock exchange. 7. CODE OF CONDUCT OF DIRECTORS AND SENIOR MANAGEMENT STAFF In line with the amended Clause 49 of the listing agreement which came into effect from 1st January, 2006, the Company adopted a Code of Conduct for its Directors and Senior Management Staff. The Code has also been posted on the company s website. The Managing Director has given a declaration that all the Directors and the Senior Management Staff have affirmed compliance with the code of Conduct. 8. CEO S CERTIFICATION A Certificate duly signed by the Managing Director relating to Financial Statements and Internal Controls and Internal Control Systems for financial reporting as per the format provided in amended Clause 49 of the listing agreement was placed before the Board, who took the same on record. 9. GENERAL SHAREHOLDER INFORMATION : Annual General Meeting 18th Date and Time : 27th September, 2012 at a.m. Venue : Bengal National Chambers of Commerce & Industry, 23, R.N. Mukherjee Road, Kolkata Financial Calendar : Year ending 31st March, 2013 (Tentative) First Quarter Results Before end of 2nd week of August 12 Second Quarter and Half Yearly Results Before end of 2nd week of November 12 Third Quarter Results Before end of 2nd week of February 13 Results for year ending 31st March 13 Before end of May 13 Annual General Meeting for the Year ending 31st March 13 Before end of September 13 8

10 ANNEXURE B (Contd.) Date of Book Closure : From 20th September, 2012 to 27th September, 2012 (both days inclusive) Listing of Stock Exchanges : 1. Bombay Stock Exchange Limited. 2. National Stock Exchange of India Limited. The Company has paid the Annual Listing Fees to Bombay Stock Exchange Limited and National Stock Exchange of India Limited for the financial year STOCK CODE Bombay Stock Exchange Limited : National Stock Exchange of India Limited : NAGREEKCAP 11. PLANT LOCATION The Company operates in Capital market and as such there are no plants, and hence no locations are disclosed. 12. MEANS FOR COMMUNICATION The quarterly results are published in the leading English daily Newspaper Financial Express, Business Standard & Economic Times and Bengali Newspapers (Arthik Lipi). Management discussion and analysis form part of the Annual Report. 13. DEMATERIALISATION OF SHARES An on 31st March, 2012, 95.36% of the Share Capital comprising shares are in dematerialized form. Under the depository system the International Securities Identification Number (ISIN) allotted to the company s shares is INE 245I ADDRESS FOR CORRESPONDENCE a) For Routine matters : For any assistance regarding Share transfer and transmissions, change of address, non-receipt of dividends, duplicate / missing share certificates, demat and other matters communication may be made to the Share Department of the Company at the address given below : Nagreeka Capital & Infrastructure Limited, 18, R.N. Mukherjee Road, Kolkata Phone Nos , , Fax No. (033) , ID : compsect.ncil@nagreeka.com OR Registrar & Share Transfer Agent, Maheshwari Datamatics (P) Ltd., 6, Mangoe Lane, 2nd Floor, Kolkata Phone : , , Fax : (033) , ID : mdpl@cal.vsnl.net.in, Website : b) For Redressal of Complaints and Grievances : The Secretary Telephone Nos. (033) , Nagreeka Capital & Infrastructure Ltd. Fax No. (033) , R.N. Mukherjee Road, Kolkata ID : compsect.ncil@nagreeka.com DISTRIBUTION OF SHARE HOLDING PATTERN BY SIZE AS ON : Category No. of Percentage No. of Shares Percentage Shareholders 1) 1 to ) 501 to ) 1001 to ) 2001 to ) 3001 to ) 4001 to ) 5001 to ) and Above TOTAL CATEGORY OF SHAREHOLDERS AS ON : Category No.of Percentage of Shares Held shareholding A. PROMOTER S HOLDING (a) Individual / HUF (b) Bodies Corporate B. PUBLIC HOLDING 1. Institutions 9 Sub-Total (A)

11 ANNEXURE B (Contd.) (a) Mutual Funds and UTI (b) Banks, Financial Institutions (c) FIIs Non-Institutions Sub-Total (B)(1) (a) Bodies Corporate (b) Individuals (i) Individual shareholders holding nominal share capital upto 1 Lakh (ii) Individual shareholders holding nominal share capital in excess of 1 Lakh (c) Any Other (i) Non-Resident Individuals (i) Trusts (i) Clearing Member Sub-Total (B)(2) MARKET PRICE DATA () : Place : Kolkata Bombay Stock Exchange Limited GRAND TOTAL (A)+(B)+(C) National Stock Exchange of India Limited Month High () Low () High () Low () Apr' May' Jun' Jul' Aug' Sep' Oct' Nov' Dec' Jan' Feb' Mar' Date : 26th May, 2012 For & on behalf of the Board Mr. Sushil Patwari (Managing Director) AUDITORS CERTIFICATE TO THE MEMBERS NAGREEKA CAPITAL & INFRASTRUCTURE LIMITED We have examined the compliance of conditions of corporate governance by Nagreeka Capital & Infrastructure Limited, for the year ended on 31st March, 2012, as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchanges. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that no investor grievance is pending for a period exceeding one month against the Company as per the records maintained by the Shareholder s Grievance Committee. We further state that such compliance is neither an assurance as to future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For H. R. AGARWAL & ASSOCIATES Chartered Accountants Firm Registration No E (CA. HARI RAM AGARWAL) Place : Kolkata Partner Date : 26th May, 2012 M. No. FCA

12 AUDITORS REPORT TO THE MEMBERS OF NAGREEKA CAPITAL & INFRASTRUCTURE LIMITED 1. We have audited the attached Balance Sheet of NAGREEKA CAPITAL & INFRASTRUCTURE LIMITED as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto, all of which we have signed under reference to this report. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these 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 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, as amended subsequently, issued by the Central Government of India 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 paragraphs 4 and 5 of the said order. 4. 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 purpose of our audit; b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; c) The Balance Sheet, Statement of Profit and Loss and Cash Flow statement referred to in this report are in agreement with the books of account; d) In our opinion, the Balance Sheet, Statement of Profit and Loss 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; e) On the basis of the written representations received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 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 accounts read together with significant accounting policies 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 : i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2012, ii) In the case of the Statement of Profit and Loss of the Profit of the Company for the year ended on that date, and iii) In the case of the Cash Flow Statement, of the cash flows of the company for the year ended on that date. Place : Kolkata Date : 26th May, 2012 For H. R. AGARWAL & ASSOCIATES Chartered Accountants Firm Registration No E (CA. HARI RAM AGARWAL) Partner M. No. FCA

13 ANNEXURE TO THE AUDITORS REPORT (Contd.) ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITOR S REPORT OF EVEN DATE TO THE MEMBERS OF NAGREEKA CAPITAL & INFRASTRUCTURE LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2010 i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information. (b) All the fixed assets have been physically verified by the management in the phased periodical manner, which in our opinion is reasonable having regard to the size of the company and the nature of its Assets. No material discrepancies were noticed on such verification. (c) In our opinion, the Company has not disposed off Fixed Assets during the year and therefore the going concern status of the company is not affected. ii) (a) The Inventory has been physically verified during the year by the management. In our opinion the frequency of verification is reasonable. (b) The procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on such verification iii) (a) The Company has not granted any loan secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, Therefore the requirements of clauses (iii) (a) (b) (c) and (d) of paragraph 4 of the Order are not applicable to the Company. (b) The Company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301of the Companies Act, Therefore the requirements of clauses (iii) (e) (f) and (g) of paragraph 4 of the Order are not applicable to the Company. iv) 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 purchases of Inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system. v) According to the information and explanations given to us, there are no transactions during the year, which needs to be entered into the register maintained under section 301 of the Companies Act, vi) vii) viii) ix) In our opinion and according to the information and explanations given to us, the Company has not accepted deposit from the public in pursuance to sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. No Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal. In our opinion and as per provisions of the clause, the Company has an internal audit system commensurate with the size and nature of its business. Provisions relating to maintenance of cost records as prescribed by the Central Government u/s 209 (1) (d) of the Companies Act, 1956, in our opinion are not applicable to the company. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth- tax, custom duty, excise duty, cess and other material statutory dues applicable to it. b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, service Tax, wealth-tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2012 for a period of more than six months from the date they became payable. According to the information and explanations given to us, there are no dues of sales tax, income tax, service tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute. 12

14 ANNEXURE TO THE AUDITORS REPORT (Contd.) x) The Company does not have accumulated losses as at 31st March, 2012 nor has incurred any cash losses during the financial year ended on that date and in the immediately preceding financial year. xi) xii) xiii) xiv) xv) xvi) xvii) In our opinion and according to the information and explanations given to us, there are no dues payable to a financial institution or bank or debenture holders. In our opinion, the Company has not granted loans & advances on the basis of securities by way of pledge of shares, debentures and other securities. 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 (Auditor s Report) Order, 2003 are not applicable to the Company. In our opinion, the company has maintained proper records of transactions and contracts in respect of dealing in or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the company in its own name except to the extent exemption granted u/s 49 of the Act. In our opinion and according to the information & explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions. According to the information and explanations given to us, no term loans have been raised by the company. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long term investment. xviii) According to the information and explanations given to us, the company has made preferential allotment of shares to the parties and companies covered in the register maintained u/s 301 of the Companies Act,1956. xix) xx) xxi) According to the information and explanations given to us, the company has not issued any debentures during the period covered by our audit report. During the period covered by our audit report, the Company has not raised any money by Public Issues during the year. 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. Place : Kolkata Date : 26th May, 2012 For H. R. AGARWAL & ASSOCIATES Chartered Accountants Firm Registration No E (CA. HARI RAM AGARWAL) Partner M. No. FCA

15 BALANCE SHEET AS AT 31ST MARCH, 2012 Note No. 31st March, st March, 2011 EQUITY AND LIABILITIES Shareholders Funds Share Capital 2 63,076,500 63,076,500 Reserves & Surplus 3 539,174, ,357, ,250, ,434,418 Current Liabilities Short-Term Borrowings 4 676,405, ,835,675 Trade Payables 5 33,261,832 1,686,580 Other Current Liabilities 6 2,459,992 11,256,512 Short-Term Provisions 7 609, , ,736, ,058,011 ASSETS Total 1,314,986,726 1,286,492,429 Non-Current Assets Fixed Assets Tangible Assets 8 13,341,553 13,575,645 Non-Current Investments 9 656,134, ,790,905 Deferred Tax Assets (Net) ,451, ,895,233 Long-Terms Loans and Advances 11 1,026, ,631 1,008,953,820 1,012,916,414 Current Assets Inventories ,814, ,077,530 Trade Receivables 13 24,430,295 1,844,037 Cash & Cash Equivalents 14 5,118,289 1,018,184 Short Term Loans & Advances 15 11,543,868 17,500,617 Other Current Assets 16 59,125,784 70,135, ,032, ,576,015 Total 1,314,986,726 1,286,492,429 The accompanying notes are forming part of the financial statements. 1 to 31 Place : Kolkata Dated : 26th May, 2012 As per our annexed report of even date. For H. R. AGARWAL & ASSOCIATES Chartered Accountants (HARI RAM AGARWAL) Partner Firm Registration No E FCA No For and on behalf of the Board of Directors SUSHIL PATWARI Managing Director M. K. OGRA Director SWATIKA GUPTA Company Secretary

16 STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2012 Note No. 31st March, st March, 2011 INCOME Revenue from Operations ,891, ,714,482 Total Revenue 169,891, ,714,482 EXPENSES Purchases from Traded Goods 18 53,242, ,064,969 Changes in Inventories 19 (22,737,140) (39,479,649) Employee Benefits Expense , ,346 Finance Costs ,774,242 96,065,739 Depreciation 8 234, ,354 Other Expenses 22 2,706,947 2,624,362 Total Expenses 139,670, ,973,120 Profit Before Tax 30,221,109 16,741,362 Tax Expenses : Current Tax (375,000) MAT Credit Entitlement 371,641 Tax for Earlier Years (37,239) Deferred Tax (8,443,830) (6,925,775) Provision against Standard Assets 42,206 (218,726) Profit / (Loss) for the year 21,816,126 9,559,621 Basic / Diluted Earnings Per Share (of 5/- each) The accompanying notes are forming part of the financial statements. 1 to 31 Place : Kolkata Dated : 26th May, 2012 As per our annexed report of even date. For H. R. AGARWAL & ASSOCIATES Chartered Accountants (HARI RAM AGARWAL) Partner Firm Registration No E FCA No For and on behalf of the Board of Directors SUSHIL PATWARI Director M. K. OGRA Director SWATIKA GUPTA Company Secretary

17 CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, st March, st March, 2011 A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit Before Tax and extra ordinary items 30,221,109 16,741,362 Additions : Depreciation and amortisation 234, ,354 Finance Costs 105,766,120 95,317,478 Net (gain) / loss on sale of Investment 323,579 (148,301) Operating Profit Before Working Capital Changes 136,544, ,132,893 Adjusted for : (Increase) / Decrease in Trade and other Receivables (5,703,854) 70,111,211 (Increase) / Decrease in Inventories (22,737,140) (39,479,649) (Increase) / Decrease in Trade and other Payables 22,775,978 6,223,959 Cash Generated from Operation 130,879, ,988,414 Direct Taxes paid / Refund Received 84,207 (697,239) Net Cash flow from / (used in) Operating Activities 130,964, ,291,175 B. CASH FLOW FROM INVESTING ACTIVITIES Capital Expenditure of Fixed Assets, including Capital Advances (2,161,435) Purchase of Investments (22,675,429) (26,726,645) Sale of Current Investments 18,008,163 3,647,964 Interest received on Loans & deposit 748,262 Net cash flow from / (used in) Investing Activities (4,667,266) (24,491,854) C. CASH FLOW FROM FINANCING ACTIVITIES Repayment of long-term borrowings (27,604,367) Net increase / (decrease) in working capital borrowings (16,430,601) Finance Cost (105,766,120) (96,065,740) Net cash flow from / (used in) financing Activities (122,196,721) (123,670,107) Net increase / (decrease) in cash & cash Equivalents (A+B+C) 4,100, ,214 Cash & Cash equivalents at the beginning of the year 1,018, ,970 Cash & Cash equivalents at the end of the year 5,118,289 1,018,184 Notes : The accompanying notes are forming part of the financial statement 1 to 31 Place : Kolkata Dated : 26th May, 2012 As per our annexed report of even date. For H. R. AGARWAL & ASSOCIATES Chartered Accountants (HARI RAM AGARWAL) Partner Firm Registration No E FCA No For and on behalf of the Board of Directors SUSHIL PATWARI Managing Director M. K. OGRA Director SWATIKA GUPTA Company Secretary

18 NOTES forming part of the Financial Statements for the year ended 31st March, STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES : a) BASIS OF PREPERATION OF FINANCIAL STATEMENT : The financial statements are prepared as a going concern under historical cost convention on accrual basis, except those with significant uncertainty and in accordance with the Companies Act, 1956.Accounting policies not stated explicitly otherwise are consistent with generally accepted accounting principles. All assets and liabilities have been classified as current or non current as per the company s normal operating cycle and other criteria set out in the schedule VI (Revised) to the companies Act,1956. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the company has ascertained its operating cycle as 12 months for the purpose of current - non current classification of assets and liabilities. b) RECOGNITION OF INCOME AND EXPENDITURE : i) Items of Income and Expenditure are recognised on accrual basis. ii) Sales & Purchases are accounted for as and when deliveries are effected. c) PROVISION FOR CURRENT AND DEFERRED TAX : Provision for Current Tax is made on the basis of taxable income for the current accounting period and in accordance with the provisions as per Income Tax Act, Deferred Tax resulting from timing difference between book and taxable profit for the year is accounted for using the tax rates and laws that have been enacted or substantially enacted as on the balance sheet date. The deferred tax asset is recognised and carried forward only to the extent that there is a reasonable certainty that the assets will be adjusted in future. Current income tax is measured at the amount expected to be paid to the tax authorities, computed in accordance with the applicable tax rates and tax laws. In case of tax payable as per provisions of MAT under section 115JB of the Income Tax Act 1961, deferred MAT credit entitlement is separately recognized under the head Long-Term loans and Advances. Deferred MAT credit entitlement is recognized and carried forward only if there is a reasonable certanity of it being set off against regular tax payable within the stipulated statutory period. d) INVESTMENTS : Investments are stated at cost.provision for diminution in long term investments is made only, if such a decline is other than temporary. Unquoted investments are stated at Cost. e) FIXED ASSETS : Fixed Assets are stated at cost of acquisition less accumulated depreciation. f) DEPRECIATION : Depreciation on assets is provided on the Straight Line Method at the rates and in the manner prescribed in Schedule XIV of the Companies Act,1956. g) PROVISION, CONTINGENT LIABILITIES & CONTINGENT ASSETS : Provision involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognised but are disclosed in the notes. Contingent assets are neither recognised nor disclosed in the financial statement. h) IMPAIRMENT OF ASSETS : The company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the assets. If such recoverable amount of the assets or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the profit and loss account. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount. i) INVENTORIES : Inventories are valued at lower of cost or net realisable value. The cost of inventories include cost of purchase and other costs incurred in bringing them to their present location and condition. j) BORROWING COSTS : Borrowing Cost that are attributable to the acquisition of fixed assets charged to the respective fixed assets till the date of commercial use. In respect of others,it is charged to Profit & Loss account in the year the same has been incurred. 17

19 NOTES forming part of the Financial Statements for the year ended 31st March, 2012 (Contd.) k) RETIREMENT BENEFITS : Gratuity benefit will be accounted for as and when applicable. Leave encashment benefit is paid during the year. l) DERIVATIVE INSTRUMENTS : The company uses foreign currency forward contracts and currency options to hedge its risk associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The company designate these hedging instruments as cash flow hedges applying the recognition and measurement principles setout in the Accounting Standard 30 financial Instruments: Regulation and measurement (AS-30). In respect of derivative contracts, premium paid, gain/losses on settlement and provision for losses for cash flow hedges are recognized in the Profit & Loss Account, except in case, where they relate to borrowing costs that are attributable to the acquisition or construction of fixed assets, in which case, they are adjusted to the carrying cost of such assets. m) CASH FLOW STATEMENT : Cash flows are reported using indirect method, where by profit/ (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flow from operating, investing and financing activities of the company is segregated based on the available information. 2. SHARE CAPITAL : 31st March, st March, 2011 Authorised Share Capital 14,000,000 Equity Shares of 5/- each with 70,000,000 70,000,000 voting rights (14,000,000) 70,000,000 70,000,000 Issued 12,615,300 Equity Shares of 5/- each with 63,076,500 63,076,500 voting rights (12,615,300) 63,076,500 63,076,500 Subscribed and Paid up 12,615,300 Equity Shares of 5/- Each with 63,076,500 63,076,500 voting rights (12,615,300) 63,076,500 63,076,500 i) Reconciliation of number of Equity Shares and amount outstanding Number Number Equity Shares with voting rights Shares Outstanding at April 1, ,615,300 63,076,500 12,615,300 63,076,500 Shares Outstanding at March 31, ,615,300 63,076,500 12,615,300 63,076,500 ii) iii) The details of Shareholders holding more 31st March, st March, 2011 than 5% shares :- Number Number Name of the Share Holder Mala Patwari 891, , Sunil Patwari 712, , Agarwal Galvanising Pvt. Ltd. 800, , Nagreeka Synthetics Pvt. Ltd. 940, , The Company has one class of equity share having a par value of 5 per share. Each shareholder is eligible for one vote per share held. 18