K SERA SERA LIMITED K SERA SERA LIMITED 17TH ANNUAL REPORT 2011-2012 - 78 - K SERA SERA LIMITED BOARD OF DIRECTORS MR. SATISH PANCHARIYA (Executive Chairman and Director) BRIGADIER VINOD AHUJA (Managing Director) MR.HUSSAIN SHATTAF (Non – Executive Independent Director) DR. RAJEEV BENARA (Non – Executive Independent Director) MR. DUSHYANT KUMAR (Non – Executive Independent Director) MR. RAKESH SHARMA (Non – Executive Independent Director) COMPANY SECRETARY MR. SHAILESH BAPAT AUDITORS M/s. AGRAWAL JAIN AND GUPTA, Chartered Accountants Near Mamta Ice Factory, Opp. Om Dharm Kanta, Ringus Road, Chomu - 303 702. BANKERS ING Vysya Bank ICICI Bank REGISTRAR & SHARE BIGSHARE SERVICES PRIVATE LIMITED TRANSFER AGENT E-2 & 3, Ansa Industrial Estate, Saki-Vihar Road, Sakinaka. Andheri (E), Mumbai - 400 072. REGISTERED OFFICE Office No. 18, 4th Floor, Mohid Heights, Nr.Versova Telephone Exchange, Off Lokhandwala Road, Andheri West, Mumbai - 400 053. - 79 - K SERA SERA LIMITED CONTENTS Page No Notice ........................................................................................................................................................... 3 Directors Report ........................................................................................................................................ 10 Statement pursuant to Section 212(1)(e) of the Companies Act,1956 .................................................. 13 Corporate Governance Report ................................................................................................................. 15 CEO/CFO Certification .............................................................................................................................. 24 Practising Company Secretaries Report on Corporate Governance..................................................... 25 Management Discussion & Analysis ........................................................................................................ 26 Auditors Report .......................................................................................................................................... 29 Balance Sheet............................................................................................................................................ 32 Profit and Loss Account ............................................................................................................................ 33 Consolidated Statements Auditors Report .......................................................................................................................................... 55 Balance Sheet............................................................................................................................................ 56 Profit and Loss Account ............................................................................................................................ 57 Schedules forming part of Accounts ........................................................................................................ 58 Cash Flow Statement ................................................................................................................................64 Attendance Slip and Proxy Form - 1 - K SERA SERA LIMITED NOTICE NOTICE IS HEREBY GIVEN THAT 17TH ANNUAL September, 2012 and who holds office up to the date GENERAL MEETING OF THE Shareholders of K SERA of this Annual General Meeting and in respect of whom SERA LIMITED will be held at “Kailash Parbat, K-P a notice in writing under Section 257 of the Companies Restaurants, 7A/ 8A, ‘A’ wing Crystal Plaza, Link Road, Act, 1956 has been received from a member signifying Andheri (West), Mumbai -400053" on Saturday, ,the 29th his / her intention to propose him as a candidate for December,2012 at 9.00 a.m to transact, with or without the office of Director of the Company, be and is hereby modifications(s)as may be permissible, the following appointed as a Director liable to retire by rotation. business: RESOLVED FURTHER THAT Mr. Satish Panchariya, Ordinary Business: Director be and is hereby appointed as Executive Chairman of the Company till further resolved.” 1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2012 and Profit and Loss 6. To pass and if thought fit to adopt with or without Account for the year ended on that date, the Report modification following resolution as the Ordinary of the Directors and the Auditors thereon. Resolution: 2. To appoint a Director in place of Mr. Dushyant Kumar, “RESOLVED THAT Mr. Rakesh Sharma, who was who retires from office by rotation and being eligible, appointed as an Additional Director of the Company offers himself for re-appointment. by the Board of Directors in their meeting held on 20th September, 2012 and who holds office up to the date 3. To appoint a Director in place of Mr. Hussain Shattaf, of this Annual General Meeting and in respect of whom who retires from office by rotation and being eligible, a notice in writing under Section 257 of the Companies offers himself for re-appointment. Act, 1956 has been received from a member signifying his / her intention to propose him as a candidate for 4. To appoint Auditors of the Company to hold office from the office of Director of the Company, be and is hereby the conclusion of this meeting till the conclusion of appointed as a Director liable to retire by rotation.” the next Annual General Meeting of the Company and to fix their remuneration, and for the purpose, to pass 7. To pass and if thought fit to adopt with or without the following Resolution, which will be proposed as modification following resolution as the Ordinary an Ordinary Resolution: Resolution: “RESOLVED THAT the pursuant to the provision of “RESOLVED THAT Brigadier Vinod Ahuja, who was Section 224 and other applicable provisions, if any, of appointed as an Additional Director of the Company the Companies Act 1956, M/s. Agrawal Jain and by the Board of Directors in their meeting held on Gupta (Registration No. 013538C) Chartered 28th February, 2012 and who holds office up to the Accountants , Jaipur the Retiring Auditors, be and are date of this Annual General Meeting and in respect of hereby re-appointed as the Auditors of the Company whom a notice in writing under Section 257 of the to hold office from the conclusion of this meeting until Companies Act, 1956 has been received from a the conclusion the Next Annual General Meeting of member signifying his / her intention to propose him the Company and that the Board of Directors of the as a candidate for the office of Director of the Company be and is hereby authorized to fix their Company, be and is hereby appointed as a Director remuneration for the said period and reimbursement liable to retire by rotation.” of actual out of pocket expenses, as may be incurred in the performance of their duties.” 8. To consider and, if thought fit to pass with or without modification following resolution as the SPECIAL BUSINESS: Special Resolution: 5. To pass and if thought fit to adopt with or without “RESOLVED THAT pursuant to the provisions of modification following resolution as the Ordinary Sections 269, 198, 309, 310, 311, 314 and other Resolution: applicable sections, if any, of the Companies Act, 1956 read with Schedule XIII of the said Act, as amended “RESOLVED THAT Mr. Satish Panchariya, who was from time to time, the Board of Directors of the appointed as an Additional Director of the Company Company hereby appoints Brigadier Vinod Ahuja as by the Board of Directors in their meeting held on 20th Managing Director of the Company for a period of 1 Years w.e.f 18th October, 2012 on the terms and - 3 - K SERA SERA LIMITED conditions with respect to the powers, duties as RESOLVED FURTHER THAT the substantial specified in the agreement to be entered between him managerial powers being entrusted to the Brigadier and the Company and signed by Mr. Satish Vinod Ahuja as a Managing Director shall be Panchariya, Chairman of the Company, with the exercisable subject to the approval of the Chairman authority to the Board of Directors to alter or vary the of the Company who is hereby authorized to oversee, same from time to time if Board/Chairman feels any and routine day to day affairs of the Company will be unsatisfactory performance with effect from such date handled independently by Brigadier Vinod Ahuja . or dates as may be decided by it. RESOLVED FURTHER THAT Mr. Satish Panchariya RESOLVED FURTHER THAT the Agreements etc Chairman of the Company has been authorized entered with Brigadier Vinod Ahuja appointing him as herewith to enter into an agreement on behalf of the a Chairman and/or Whole time Director of the Company with Managing Director. company stands cancelled/nullified with immediate effect. RESOLVED FURTHER THAT any one of the Directors of the Company be and are hereby RESOLVED FURTHER THAT pursuant to provisions authorized to file necessary forms in this behalf of Section 198 read with Section 309 and all other with the Registrar of the Companies, Maharashtra applicable provisions of the Companies Act, 1956, and to do all such other acts, deeds, and things read with Schedule XIII to the Act as amended from to give effect to the this resolution.” time to time, the remuneration of Brigadier Vinod Ahuja will be Rs. 48,00,000/- per annum, in 9. To consider and, if thought fit to pass with or consonance with the ceiling specified under the without modification following resolution as the Schedule XIII of the Companies