19 NEOPRO TECHNOLOGIES PRIVATE LIMITED - · PDF fileNEOPRO TECHNOLOGIES PRIVATE LIMITED| 311...

BOARD OF DIRECTORS n Mr. Nimesh Grover n Mr. Shrikant Paranjape n Mr. Raju Dodti n Mr. Ritesh Vohra

AUDITORS n Deloitte Haskins & Sells LLP Chartered Accountants

PRINCIPAL BANKER n Indusind Bank Limited

REGISTERED OFFICEBlueridge, Near CognizantRajiv Gandhi Infotech Park Phase IHinjewadi, Pune 411 057MaharashtraTel: +91 20 4220 0402www.neopro.inCIN: U72200PN1999PTC144498

19 NEOPRO TECHNOLOGIES PRIVATE LIMITED

N E O P R O T E C H N O L O G I E S P R I V A T E L I M I T E D | 3 0 9

Directors' ReportTO THE MEMBERS,Your Directors take immense pleasure in presenting the Annual Report together with the Audited Accounts and Auditors’ Report for the year ended

March 31, 2014.

FINANCIAL RESULTS

PARTICULARSFOR THE YEAR ENDED

MARCH 31, 2014 `

FOR THE YEAR ENDED MARCH 31, 2013

`

Sales 569,811,930 450,746,606

Other Income 2,546,026 10,722,254

Expenditure 375,471,141 420,217,199

Depreciation 212,186,331 217,038,562

Profit / (Loss) before Tax (15,299,516) (175,786,901)

Profit / (Loss) after Tax (34,268,949) (206,188,461)

DIVIDENDThe directors do not recommend any dividend for the year under consideration.

COMPANIES ACT, 2013Most of the provisions of the Companies Act, 2013 and the Rules notified by the Ministry of Corporate Affairs (“MCA”) in this regard, have come

into force with effect from April 1, 2014. MCA issued a General Circular no. 8/2014 dated April 4, 2014 which clarified that the Financial Statements,

Auditors’ Report and the Board’s Report in respect of the previous year ended March 31, 2014 will be in accordance with the Companies Act, 1956

and Rules made there under.

Your Company shall comply with the provisions of the Companies Act, 2013, as applicable.

DIRECTORSMr. Ritesh Vohra, Director (DIN 01259544) of the Company is liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) and being

eligible, offers himself for reappointment.

The Board recommends the reappointment of Mr. Vohra at the ensuing AGM.

AUDITORSDeloitte Haskins & Sells LLP, Chartered Accountants, (Registration No. 117366W / W-100018) Statutory Auditors of the Company will retire at the

conclusion of the ensuing AGM.

The Board recommends the reappointment of Deloitte Haskins & Sells LLP, Chartered Accountants, as the Statutory Auditors of the Company.

PUBLIC DEPOSITSThe Company has not accepted any public deposits under Section 58A of the Companies Act, 1956 during the year under review.

PARTICULARS REGARDING CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTIONSince your Company does not carry out any manufacturing activity, the particulars regarding conservation of energy, technology absorption and

other particulars as required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, are not applicable.

FOREIGN EXCHANGE EARNINGS AND EXPENDITUREThere were no foreign exchange earnings and outgo during the year under review.

PERSONNEL AND OTHER MATTERSThere were no employees drawing remuneration exceeding the limits specified under Section 217 (2A) of the Companies Act, 1956, read with the

Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

COMPLIANCE CERTIFICATEPursuant to the provisions of 383A of the Companies Act, 1956, Compliance Certificate of Mr. Amit Punde, Company Secretary in Practice, is

annexed to this Directors' Report.

310 | I D F C A N N U A L R E P O R T 2 0 1 3 - 2 0 1 4

Directors' ReportDIRECTORS’ RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

n in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to

material departures;

n they 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 as at March 31, 2014 and the loss of the Company for the

period ended on that date;

n proper and sufficient care has been taken for 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

n the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTSYour Directors wish to place on record their sincere thanks to its bankers, institutions, suppliers, associates, customers and employees for their

support. The Directors also wish to express their heartfelt gratitude to the stakeholders for their continued support to the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

NIMESH GROVER

DirectorRITESH VOHRA

Director

Pune | April 16, 2014


Compliance Certificate UNDER THE COMPANIES ACT, 1956

THE MEMBERS,NEOPRO TECHNOLOGIES PRIVATE LIMITEDBlueridge, Near Cognizant, Rajiv Gandhi InfoTech Park Phase I,Hinjewadi, Pune - 411 057

I, have examined the registers, records, books and papers of NEOPRO TECHNOLOGIES PRIVATE LIMITED, (the Company) as required to be maintained under the erstwhile Companies Act, 1956 (the Act) and the rules made there under and applicable provisions of the Companies Act, 2013, (the new Act and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on March 31, 2014 as produced before me.In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company, its officers and agents, I certify that in respect of the aforesaid financial year:1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the provisions and the rules made there

under and all entries therein have been duly recorded.2. The Company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate, with the Registrar of Companies, Regional

Director, Central Government, Company Law Board or other authorities as the case may be, within the time prescribed under the Act and the rules made there under or with delay, as the case may be as stated in the annexure.

3. The Company is a subsidiary of a public limited company and therefore treated as a Public Limited Company under Section 3(1)(iv)(c) of the Act and therefore comments are not required to be offered on this Para.

4. The Board of Directors duly met 5 times on 10.05.2013, 07.06.2013, 28.08.2013, 20.12.2013 and 04.03.2014 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed, including circular resolutions passed, in the Minutes Book maintained for the purpose.

5. The Company did not close its Register of Members during the year under review, thus the provisions of Section 154 of the Act or Section 91 of the New Act are not attracted.

6. The Annual General Meeting for the financial year ended on March 31, 2013 was held on August 28, 2013 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the Purpose.

7. Two Extra Ordinary General Meetings were held on 07.06.2013 and 12.02.2014, One Class A Equity Shareholders’ Meeting on 07.06.2013 and One Class Ordinary Equity Shareholders’ Meeting on 07.06.2013 were held during the financial year after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the Purpose.

8. The Company has not made any loans and not given any guarantee or provided any security to the persons mentioned in Section 295 of the Act. Further the Company has not entered into any fresh transactions attracting the provisions of Section 185 of the Companies Act, 2013.

9. The Company has not entered into any contracts specified under Section 297 of the Act.10. The Company has made necessary entries in the register maintained under Section 301 of the Act.11. The Company has no employee or any other person holding office or place of profit as envisaged in Section 314 of the Act.12. The Company has not issued any duplicate share certificates during the year.13. The Company: (i) was not required to deliver certificates upon transfer of 35,799 equity shares and has delivered certificates upon reclassification of

3,60,000 Class A Equity Shares into Class Ordinary Equity Shares. There was no allotment of shares and the Company has not received any securities for transmission or for any other purpose during the year under Report.

(i) not declared or paid any dividend during the year covered under this certificate. (i) not declared or paid any dividend during the year covered under this certificate and hence question of payment of dividend within 30 days

of declaration does not arise. (ii) no amount to the credit of unpaid dividend account, application money due for refund, matured deposits, matured debentures and the

interest accrued thereon. (iii) duly complied with the requirements of Section 217 of the Act.14. The Board of Directors of the Company is duly constituted and appointment of 1(One) additional director was duly made during the year under

certification. Otherwise, there was no appointment of any other director, alternate director or director to fill casual vacancy was done during the year under certification.

15. The Company has not appointed any whole-time / Managing Director during the year under certification, hence no comments on this para are offered.

16. The Company has not appointed any sole-selling agents during the year covered under this certificate.17. There were no instances which required approvals of the Central Government, Company Law Board, Regional Director, Registrar or such other

authorities as may be prescribed under the various provisions of the Act.


18. The Directors have disclosed their interest in other firms/ companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under.

19. The Company has not made any allotment of shares and other securities during the financial year ending March 31, 2014.20. The Company has not bought back any shares during the financial year ending March 31, 2014.21. The Company has not issued any debentures and the preference shares issued are not due for redemption. Hence comments on this para are

not offered.22. The Company was not required to keep in abeyance rights to dividend, rights shares and bonus shares wherever applicable.23. The Company has not invited/ accepted any deposit/ unsecured loan during the year within the meaning of Section 58A and 58AA of the Act.24. The amount borrowed by the Company from the Body Corporate during the financial year ending on March 31, 2014 is within the borrowing

limits of the Company and the Company has complied with the provisions of Section 180 of the Companies Act, 2013.25. The Company has not made any loans or investments or given any security or provided any guarantee to other body corporate.26. The Company has not altered the provisions of the memorandum with respect to situation of the Company’s registered office from one State to

another during the year under scrutiny.27. The Company has not altered the provisions of the memorandum with respect to the objects of the Company during the year under scrutiny.28. The Company has not altered the provisions of the memorandum with respect to name of the Company during the year under scrutiny.29. The Company has altered the provisions of the memorandum with respect to share capital of the Company during the year under scrutiny and

complied with the provisions of the Act.30. The Company has not altered its articles of association during the year under review.31. No prosecution has been initiated/ launched against the Company.32. The Company has not collected any amount as security from its employees during the year under certification.33. The Company has not constituted its own provident fund pursuant to Section 418 of the Act.34. As regards compliance of Sections 209, 210 and 211 of the Act, while issue of this certificate; I have relied on the report of the Statutory

Auditors of the Company.

AMIT P. PUNDE

Company SecretaryC.P. No. 5268

Pune, April 16, 2014

Compliance Certificate UNDER THE COMPANIES ACT, 1956


Registers as maintained by the Company1. Register of Members U/S 150 of the Act.2. Register of Share Transfers.3. Register of Directors U/S 303 of the Act.4. Register of Directors Shareholding U/S 307 of the Act.5. Register of Charges U/S 143 of the Act (No entries)6. Register of Contracts U/S 301 of the Act.7. Register of Disclosure of Interest U/S 301 (3) of the Act.8. Register of Loans, Investments, Guarantees and securities u/s 372A of the Act. (No entries)9. Minutes Book of meetings of Members U/S 193 of the Act10. Minutes Book of meetings of Directors U/S 193 of the Act.11. Books of accounts U/S 209.

ANNEXURE – BForms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending on March 31, 2014.

FORMS FILED WITH THE ROC OFFICEFORM / DOC. SECTION PURPOSE EVENT DATE DELAY / IN TIME

Form 23AC & 23ACA [Balance Sheet] 220 Annual Filing 31/03/2013 In timeForm 20B [Annual Return] 159 Annual Filing 28/08/2013 In timeForm 66 [Compliance Certificate] 383A Annual Filing 31/03/2013 In timeForm 5 94 Increase in Authorised Capital 07/06/2013 In timeForm 5 16 Raclassification of Capital 07/06/2013 DelayForm 23 192 Registration of Resolutions 07/06/2013 In timeForm 32 303 Appointment of Additional Director 07/06/2013 DelayForm 32 303 Regularisation of appointment of Director 28/08/2013 In timeForm 2 75 Return of Allotment 30/03/2013 Pertaining to last year filed in current yearForm 23 192 Registration of Resolutions 12/02/2014 Not yet filed

AMIT P. PUNDE

Company SecretaryC.P. No. 5268


ANNEXURE – A


Independent Auditors' ReportTO THE MEMBERS OF NEOPRO TECHNOLOGIES PRIVATE LIMITED

Report on the Financial Statements We have audited the accompanying financial statements of NEOPRO TECHNOLOGIES PRIVATE LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (“the Act”) (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act 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 the Balance Sheet, of the state of affairs of the Company as at March 31, 2014; (b) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government in terms of Section 227(4A) of

the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by Section 227(3) of the Act, 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, proper books of account as required by law have been kept by the Company so far as it appears from our examination of

those books. (c) The Balance Sheet, the Statement of Profit and Loss, 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, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards

(which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs).

(e) On the basis of the written representations received from the directors as on March 31, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act.

FOR DELOITTE HASKINS & SELLS LLP

Chartered Accountants(Firm’s Registration No. 117366W / W-100018)

HEMANT M. JOSHI

(Partner)(Membership No: 38019)



Annexure to the Auditors' Report(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) Having regard to the nature of the Company’s business/activities during the year, clauses (ii), (vi), (xii), (xiii), (xiv), (xix) and (xx) of CARO are not applicable. (i) In respect of its fixed assets: (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets. (b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification

which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any fixed assets during the year. (ii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register

maintained under Section 301 of the Companies Act, 1956. Accordingly, sub clause (iii)(b) to (d), (f) and (g) are not applicable. (iii) 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 fixed assets and sale of services. There are no transactions in respect of purchase of inventory and sale of goods. During the course of our audit, we have not observed any major weakness in such internal control system.

(iv) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956 to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of such transaction is in excess of ` 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(v) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us in respect of statutory dues: (a) The Company has generally been regular in depositing undisputed statutory dues, including, Income Tax, Wealth Tax, Service Tax, Cess

and other material statutory dues applicable to it with the appropriate authorities. As explained to us, the Company did not have any dues on account of Provident Fund, Employees’ State Insurance, Excise duty, Investor Education and Protection Fund, Sales Tax, Customs Duty and Excise Duty,.

(b) There were no undisputed amounts payable in respect of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other material statutory dues in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us and records of the Company, there are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, Cess, which have not been deposited on account of any dispute.

(viii) The accumulated losses of the Company at the end of the financial year are not more than fifty percent of its net worth and the Company has not incurred cash losses in the current financial year, and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to the bank. There were no amounts payable to financial institutions and debenture holders.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xi) In our opinion and according to the information and explanations given to us, the term loan has been applied for the purposes for which it was obtained.

(xii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, as at March 31, 2014, we report that funds raised on short term basis have not been used during the year for long-term investment.

(xiii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xiv) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year.

FOR DELOITTE HASKINS & SELLS LLPChartered Accountants(Firm’s Registration No. 117366W / W-100018)

HEMANT M. JOSHI(Partner)(Membership No: 38019)



NOTES

AS AT MARCH 31, 2014 AS AT MARCH 31, 2013

` `

EQUITY AND LIABILITIES

SHAREHOLDERS’ FUNDS

Share capital 2 4,714,680 4,714,680 Reserves and surplus 3 734,343,273 768,612,222 Money received against share warrants 4 9,000 9,000

739,066,953 773,335,902 NON-CURRENT LIABILITIES

Long-term borrowings 5 1,776,069,773 1,669,981,133 Deferred tax liabilities (net) 83,882,969 64,913,536 Other long-term liabilities 6 84,362,348 85,397,548

1,944,315,090 1,820,292,217 CURRENT LIABILITIES

Trade payables 8,596,490 98,299,336 Other current liabilities 7 105,380,443 202,019,941

113,976,933 300,319,277 TOTAL 2,797,358,976 2,893,947,396

ASSETS

NON-CURRENT ASSETS

Fixed assets Tangible assets 8 2,518,990,652 2,701,120,597 Intangible assets 8 102,204 7,142 Capital work-in-progress – 20,604,953 Long-term loans and advances 9 125,747,158 91,061,616 Other non-current assets 10 7,878,299 13,052,373

2,652,718,313 2,825,846,681 CURRENT ASSETS

Trade receivables 11 31,115,268 22,502,063 Cash and cash equivalents 12 73,018,731 29,382,567 Short-term loans and advances 13 25,945,929 1,067,878 Other current assets 14 14,560,735 15,148,207

144,640,663 68,100,715 TOTAL 2,797,358,976 2,893,947,396

Significant accounting policies 1

The accompanying notes are an integral part of the financial statements

IN TERMS OF OUR REPORT ATTACHED


Chartered AccountantsFOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

NEOPRO TECHNOLOGIES PRIVATE LIMITED

HEMANT M. JOSHI

PartnerNIMESH GROVER


Director

Pune | April 16, 2014 Mumbai | April 16, 2014

Balance Sheet AS AT MARCH 31, 2014


NOTESYEAR ENDED

MARCH 31, 2014YEAR ENDED

MARCH 31, 2013

` `

INCOME

Revenue from operations 15 569,811,930 450,746,606 Other income 16 2,546,026 10,722,254

TOTAL REVENUE (1+2) 572,357,956 461,468,860

EXPENSES

Employee benefits expense 17 – 1,654,163 Finance costs 18 252,095,503 207,743,225 Other expenses 19 123,375,638 210,819,811 Depreciation and amortisation expense 8 212,186,331 217,038,562

TOTAL EXPENSES 587,657,472 637,255,761 PROFIT / (LOSS) BEFORE TAX (15,299,516) (175,786,901)TAX EXPENSE

Current tax expense for current year – – Current tax expense relating to prior years – 23,880 Deferred tax 18,969,433 30,377,680

PROFIT / (LOSS) AFTER TAX (34,268,949) (206,188,461)Earning / (loss) per equity share (nominal value ` 10/- per share)Basic and Diluted (79.79) (480.10)Significant accounting policies 1






HEMANT M. JOSHI



Director


Statement of Profit and Loss FOR THE YEAR ENDED MARCH 31, 2014






HEMANT M. JOSHI



Director


YEAR ENDED MARCH 31, 2014

YEAR ENDED MARCH 31, 2013

` `

A CASH FLOW FROM OPERATING ACTIVITIESNET PROFIT / (LOSS) BEFORE EXTRAORDINARY ITEMS AND TAX (15,299,516) (175,786,901)Adjustments for:Depreciation and amortisation 212,186,331 217,038,562 Finance costs 252,095,503 207,743,225 Interest income (on fixed deposits ) (2,107,024) (2,180,741)Liabilities / provisions no longer required written back – (711,289)

462,174,810 421,889,757 OPERATING PROFIT / (LOSS) BEFORE WORKING CAPITAL CHANGES 446,875,294 246,102,856 Changes in working capital:Adjustments for (increase) / decrease in operating assets:Trade receivables (8,613,205) (16,740,730)Short-term loans and advances (24,878,051) (558,533)Long-term loans and advances 23,937,080 – Other current assets 1,416,654 (12,962,311)Other non-current assets 5,174,074 (9,561,677)Adjustments for increase / (decrease) in operating liabilities:Trade payables (89,702,846) 31,476,442 Other current liabilities 7,122,652 (67,928,175)Other long-term liabilities (1,035,200) 20,306,503

(86,578,842) (55,968,481)Cash generated from operations 360,296,452 190,134,375 Net income tax (paid) / refunds (58,622,622) (20,962,752)NET CASH FLOW FROM / (USED IN) OPERATING ACTIVITIES (A) 301,673,830 169,171,623

B CASH FLOW FROM INVESTING ACTIVITIESCapital expenditure on fixed assets, including capital advances (34,443,573) (94,376,129)Interest on fixed deposits 1,277,842 2,180,741 NET CASH FLOW FROM / (USED IN) INVESTING ACTIVITIES (B) (33,165,731) (92,195,388)

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of preference shares – 250,320,000 Proceeds from long-term borrowings 150,000,000 1,964,358,954 Repayment of long-term borrowings (119,719,449) (959,420,563)Proceeds from other short-term borrowings – (1,101,701,630)Finance costs Paid (255,152,486) (207,284,802)NET CASH FLOW FROM / (USED IN) FINANCING ACTIVITIES (C) (224,871,935) (53,728,041)Net increase / (decrease) in cash and cash equivalents (A+B+C) 43,636,164 23,248,194 Cash and cash equivalents at the beginning of the year 29,382,567 6,134,373 Cash and cash equivalents at the end of the year 73,018,731 29,382,567 Note 1: Cash and cash equivalents at the end of the year (a) Cash on hand 4,281 204 (b) Balances with banks 7,814,450 29,382,363 (c ) Fixed Deposit with Bank 65,200,000 – TOTAL 73,018,731 29,382,567 Note 2: The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Accounting Standard - 3 on Cash

Flow Statement.


Cash Flow Statement FOR THE YEAR ENDED MARCH 31, 2014


Notes forming part of the Financial Statements AS AT AND FOR THE YEAR ENDED MARCH 31, 2014

01 Significant Accounting Policies1.01 Basis of Preparation of Financial StatementsThe financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India ("Indian GAAP") to comply with the Accounting Standards notified Section 211(3C) of the Companies Act, 1956 (“the 1956 Act”) (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 (“the 2013 Act”) in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs) and the relevant provisions of the 1956 Act/ 2013 Companies Act, as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.All Assets and Liabilities have been classified as Current or Non-current as per the operating cycle criteria set out in the Revised Schedule VI to the Companies Act, 1956. As per the aforesaid criteria, the normal operating cycle of the Company is one year.

1.02 Use of EstimatesThe preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

1.03 Cash and cash equivalents (for purposes of Cash Flow Statement)Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

1.04 Cash flow statementCash flows are reported using the indirect method, whereby 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 flows from operating, investing and financing activities of the Company are segregated based on the available information.

1.05 Depreciation and amortisationDepreciation has been provided on the written down value method as per the rates prescribed in Schedule XIV to the Companies Act, 1956. Accordingly, the depreciation rates used are as follows :

Building (Other than Factory Building) 5%Plant and Machinery 13.91%Furniture and Fit Outs (Leased out)-SLM * 20%Furniture and Fit Outs (Owned) 18.10%Office Appliances 13.91%Vehicle 25.89%Computers 40%Software 40%

* Depreciation on Furniture & Fit Outs leased to SEZ clients is charged on SLM basis for life of 5 years.Assets individually costing ` 5,000/- or less are fully depreciated in the year of purchase.

1.06 Revenue RecognitionIncome from Lease Rental is recognised on accrual basis in accordance with the terms of agreement with the Lessee. Lease Rental income is shown net of recovery of power and fuel charges from Lessees. Fixed escalation clauses present in the customer contracts are recognised on a straight line basis over the term of the applicable contracts.

1.07 Other incomeInterest income is accounted on accrual basis.

1.08 Tangible fixed assetsFixed assets are carried at cost less accumulated depreciation and impairment losses, if any. The cost of fixed assets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use and other incidental expenses incurred up to that date. Subsequent expenditure relating to fixed assets is capitalised only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance. (Also refer to policy on borrowing costs, impairment of assets).



Intangible assets:Intangible assets are carried at cost less accumulated amortisation and impairment losses, if any. The cost of an intangible asset comprises its purchase price, including any import duties and other taxes (other than those subsequently recoverable from the taxing authorities), and any directly attributable expenditure on making the asset ready for its intended use and net of any trade discounts and rebates. Subsequent expenditure on an intangible asset after its purchase / completion is recognised as an expense when incurred unless it is probable that such expenditure will enable the asset to generate future economic benefits in excess of its originally assessed standards of performance and such expenditure can be measured and attributed to the asset reliably, in which case such expenditure is added to the cost of the asset.

1.09 Foreign Currency Transactions and TranslationsForeign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.Exchange differences arising on the settlement of monetary items or on reporting Company's monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise.

1.10 Employee BenefitsShort-term Employee BenefitsThe undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service. The cost of such compensated absences is accounted as under:(a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated

absences; and(b) in case of non-accumulating compensated absences, when the absences occur.

Defined Contribution PlansThe Company's contribution to provident fund is considered as defined contribution plan and is charged as an expense as it falls due based on the amount of contribution required to be made and when services are rendered by the employees.

Defined Benefit PlansFor defined benefit plan in the form of gratuity fund, the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are recognised in the Statement of Profit and Loss in the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the schemes.

Other Employee BenefitsCompensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date less the fair value of the plan assets out of which the obligations are expected to be settled.

1.11 Borrowing CostsBorrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss . Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction / development of the qualifying asset upto the date of capitalisation of such asset are added to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.

1.12 LeasesLease Income is recognised in the Statement of Profit and Loss on a straight-line basis over the lease term. Initial direct costs and Recurring costs are recognised and Expenses in the Statement of Profit and Loss.

1.13 Earnings Per ShareBasic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year.



1.14 Income TaxesCurrent tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised only if there is virtual certainty that there will be sufficient future taxable income available to realise such assets. Deferred tax assets are recognised for timing differences of other items only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each Balance Sheet date for their realisability.

1.15 ImpairmentThe carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment. If any indication of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, except in case of revalued assets.

1.16 Provision, Contingent Liabilities and Contingent AssetsA provision is recognised when the Company has a present obligation as a result of past events and 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 their present value and are determined based on the 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. Contingent liabilities are disclosed in the Notes."

02 Share capital(a) Authorised, issued subscribed and paid-up share capital


NUMBER OF SHARES ` NUMBER OF SHARES `

AUTHORISED

Equity shares of ` 10/- each 857,900 8,579,000 97,900 979,000 Class A equity shares of ` 10/- each – – 360,000 3,600,000 Class B equity shares of ` 10/- each 100 1,000 100 1,000 Redeemable preference shares of ` 10/- each 42,000 420,000 42,000 420,000 TOTAL 900,000 9,000,000 500,000 5,000,000

ISSUED SUBSCRIBED AND FULLY PAID-UP

Issued, subscribed & paid-up equity shares of ` 10/- each 429,458 4,294,580 70,358 703,580 Class A equity shares of ` 10/- each – – 359,100 3,591,000 Class B equity shares of ` 10/- each 10 100 10 100 Redeemable preference shares of ` 10/- each 42,000 420,000 42,000 420,000 TOTAL 471,468 4,714,680 471,468 4,714,680

Of the above 60,358 Equity shares of ` 10/- each, 359,100 Class A equity shares of ` 10/- each (Converted during the year into 359,100 Ordinary Equity Shares of ` 10 /- each) & 10 Class B equity shares of ` 10/- each are deemed to be issued, subscribed & fully paid-up in terms of scheme of arrangement, becoming operative from November 11, 2011 (Effective Date), since allotted on December 27, 2011.



(b) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period


NUMBER OF SHARES ` NUMBER OF SHARES `

Equity shares outstanding at the beginning of the year 70,358 703,580 70,358 703,580 Fresh issue during the year – – – – Converted Class A Equity share into equity shares 359,100 3,591,000 – – Equity shares outstanding at the end of the year 429,458 4,294,580 70,358 703,580 Class A equity shares outstanding at the beginning of the year 359,100 3,591,000 359,100 3,591,000 Converted Class A Equity share into equity shares (359,100) (3,591,000) – – Fresh issue during the year – – – – Equity shares outstanding at the end of the year – – 359,100 3,591,000 Class B Equity shares outstanding at the beginning of the year 10 100 10 100 Fresh issue during the year – – – – Equity shares outstanding at the end of the year 10 100 10 100 Redeemable Preference shares outstanding at the beginning of the year 42,000 420,000 – – Fresh issue during the year – – 42,000 420,000 Preference shares outstanding at the end of the year 42,000 420,000 42,000 420,000

(c) Details of shares held by each shareholder holding more than 5% shares


CLASS OF SHARES/ NAME OF SHAREHOLDER NUMBER OF SHARES

HELD % HOLDING IN THAT

CLASS OF SHARES NUMBER OF SHARES

HELD % HOLDING IN THAT

CLASS OF SHARES

EQUITY SHARES

Paranjape Schemes (Construction) Limited 83,993 20% 20,196 29%IDFC Limited 345,465 80% 50,162 71%CLASS A EQUITY SHARES

Paranjape Schemes (Construction) Limited – – 99,596 28%IDFC Limited – – 259,504 72%CLASS B EQUITY SHARES

IDFC Limited 10 100% 10 100%REDEEMABLE PREFERENCE SHARES

IDFC Limited 42,000 100% 42,000 100%

(d) Equity shares:The Company has two classes (Previous Year - Three classes) of equity shares having a par value of ` 10 per share. Each holder of ordinary class of shares is entitled to one vote per share. The Class B shares carry such voting rights as may be necessary to entitle its holder to exercise, along with any other voting Security of the Company held by such a holder, an aggregate of 90% of the overall voting rights (exercisable through the entire voting Securities of the Company) at any meeting of the Shareholders subject to the completion of the Second Closing as per Share Purchase Agreement. These shares are non-transferable and shall not be entitled to dividends or any distributions.

(e) 0.0001% Non-Convertible Redeemable Preference shares:The Company has total preference share capital of ` 420,000/- (Previous Year ` 420,000/-) divided into 42,000 (Previous Year 42,000) preference shares of ` 10 each. The Preference shares shall only bear a coupon dividend rate @ 0.0001% per annumThe Preference shares shall have a term of 19 (nineteen) years. The Preference shares shall become redeemable at the option of the holder of the Preference shares. The redemption price will be determined between the Company and the holder of the Preference shares.The Preference shares shall not rank superior to the equity shares of the Company. Upon the winding up or dissolution of the Company, the Preference shares shall be entitled to receive distributions only (i) up to an amount equal to the aggregate of the issue price of each of the Preference shares; and (ii) subsequent to any dividend or distribution of any of the assets or surplus funds of the Company to the existing holders of equity shares of the Company by reason of their ownership thereof.



03 Reserves and surplusAS AT MARCH 31, 2014 AS AT MARCH 31, 2013

` `

A) SECURITIES PREMIUM ACCOUNT

Opening balance 1,215,112,366 965,212,366 Add: Premium on issue of redeemable preference shares – 249,900,000 Closing balance 1,215,112,366 1,215,112,366

B) SURPLUS / (DEFICIT) IN STATEMENT OF PROFIT AND LOSS

Opening balance (446,500,144) (240,311,683)Add : profit / (loss) for the year (34,268,949) (206,188,461)Closing balance (480,769,093) (446,500,144)

TOTAL 734,343,273 768,612,222

04 Monies received against share warrantsAS AT MARCH 31, 2014 AS AT MARCH 31, 2013

NUMBER OF SHARE WARRANTS

` NUMBER OF SHARE WARRANTS

`

Equity share warrants of ` 10/- each 900 9,000 900 9,000 TOTAL 900 9,000 900 9,000

The Board of Directors of the Company in accordance with the scheme of de-merger sanctioned by the High Court on October 14, 2011, and at their meeting held on December 23, 2011 have resolved to create, offer, issue and allot up to 900 warrants, convertible into 900 equity shares of ` 10/- each and subsequently these warrants were allotted on March 8, 2012 to Indiareit Offshore Fund & IL & FS Trust Company Limited.

05 Long-term borrowingsAS AT MARCH 31, 2014 AS AT MARCH 31, 2013

` `

Secured term loan - from bank 1,776,069,773 1,669,981,133 TOTAL 1,776,069,773 1,669,981,133

(a) Term loan is secured by way of first charge / assignment ranking pari passu interse the lenders, as under:Mortgage charge of the loan is created on immovable properties including land measuring 12.15 acres and IT buildings admeasuring 1.44 million leasable square feet area situated at SEZ phase I of Blueridge IT park. Assignment of lease rental of the property situated at SEZ phase I IT 1 to IT 6 built-up on a area of 1.44 million leasable area (in sq. ft.).

(b) Repayment terms of outstanding long-term borrowings (including current maturities) as on March 31, 2014Details of terms of repayment for the long-term borrowings:

TERMS OF REPAYMENT AS AT MARCH 31, 2014 AS AT MARCH 31, 2013

` `

TERM LOANS FROM OTHER PARTIES:

IndusInd Bank FCY Loan Foreign currency loan converted into IndusInd Bank INR loan(given below) during the year

– (1,153,067,005)

IndusInd Bank INR loan 101 monthly instalments having a moratorium period of 36 months Loan repayment starts from April 2017. Interest is fixed @ 11% for first 36 months.

(1,366,775,150) (153,137,511)

DCB Bank INR loan 120 annual equal instalments @ 11.75 %. (442,973,725) (473,263,808)TOTAL - Term loans from other parties (including current maturities) (1,809,748,875) (1,779,468,324)

Average annual rate of interest for the year was 11.75% per annum payable on the end of each month.The Company has not defaulted in repayment of loans and interest.



06 Other long-term liabilitiesAS AT MARCH 31, 2014 AS AT MARCH 31, 2013

` `

Security deposits received from customers 84,362,348 85,397,548 TOTAL 84,362,348 85,397,548

07 Other current liabilitiesAS AT MARCH 31, 2014 AS AT MARCH 31, 2013

` `

Current maturities of long-term debt 33,679,102 109,487,191 Interest accrued and due on borrowings – 3,056,983 Advance from customers 3,361,026 2,028,862 Security deposits received from customers 58,137,256 34,251,276 Other payablesi) Statutory remittances (withholding taxes, vat, service tax, works contract tax) 488,184 18,583,676 ii) Payable on purchase of fixed assets 9,714,875 34,611,953 TOTAL 105,380,443 202,019,941

08 Fixed AssetsA. Tangible Assets

GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK

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` ` ` ` ` ` ` ` ` `

(a) Freehold land 56,405,674 – – 56,405,674 – – – – 56,405,674 56,405,674

(b) Buildings (given under operating lease) 2,320,666,776 (941,969) – 2,319,724,807 219,402,224 105,016,129 – 324,418,353 1,995,306,454 2,101,264,552

(c) Plant and Equipment (given under operating lease) 478,270,631 17,638,522 – 495,909,153 139,081,373 49,316,817 – 188,398,190 307,510,963 339,189,258

(d) Furniture and fixtures Owned 5,054,840 2,330,202 – 7,385,042 2,024,726 644,398 – 2,669,124 4,715,918 3,030,114

Given under operating lease 207,917,226 10,139,900 – 218,057,126 62,526,408 44,536,998 – 107,063,406 110,993,720 145,390,818

(e) Computers (owned) 620,285 272,699 – 892,984 395,883 137,882 533,765 359,219 224,402

(f) Vehicles 50,833,251 – – 50,833,251 12,544,131 9,913,053 – 22,457,184 28,376,067 38,289,120

(g) Office equipment

Owned 4,974,174 591,288 – 5,565,462 1,661,515 645,964 – 2,307,479 3,257,983 3,312,659

Given under operating lease

17,315,614 – – 17,315,614 3,301,614 1,949,346 – 5,250,960 12,064,654 14,014,000

TOTAL 3,142,058,471 30,030,642 – 3,172,089,113 440,937,874 212,160,587 – 653,098,461 2,518,990,652 2,701,120,597

Previous Year 3,017,771,496 124,286,975 – 3,142,058,471 223,904,073 217,033,801 – 440,937,874 2,701,120,597



B. Intangible Assets

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` ` ` ` ` ` ` ` ` `

OTHERS

(a) Computer software 28,000 120,806 – 148,806 20,858 25,744 – 46,602 102,204 7,142

TOTAL 28,000 120,806 – 148,806 20,858 25,744 – 46,602 102,204 7,142

Previous Year 28,000 – – 28,000 16,097 4,761 – 20,858 7,142

TOTAL 3,142,086,471 30,151,448 – 3,172,237,919 440,958,732 212,186,331 – 653,145,063 2,519,092,856 2,701,127,739

09 Long-term loans and advances (Unsecured, considered good unless otherwise stated)


` `

Deposits and balances with government authorities 23,719,635 47,656,715 Advance income tax (Net of Provision of Tax of ` 13,308/- Previous Year ` 97,216/-) 102,027,523 43,404,901 TOTAL 125,747,158 91,061,616

10 Other non-current assets (Unsecured, considered good unless otherwise stated)


` `

Lease rent receivable [Lease rent equalisation] 7,878,299 13,052,373 Total 7,878,299 13,052,373

11 Trade receivables (Unsecured, considered good unless otherwise stated)


` `

Outstanding for a period exceeding six months from the date they were due for payment 15,417,456 –Other trade receivables 15,697,812 22,502,063 TOTAL 31,115,268 22,502,063

12 Cash and cash equivalentsAS AT MARCH 31, 2014 AS AT MARCH 31, 2013

` `

Cash on hand 4,281 204 Balances with banks - in current accounts 7,814,450 29,382,363 Fixed deposit with bank 65,200,000 –TOTAL 73,018,731 29,382,567

13 Short-term loans and advances (Unsecured, considered good unless otherwise stated)


` `

Prepaid Expenses 1,299,494 –Receivable from Flagship Developers Pvt. Ltd. 23,742,480 –Others 903,955 1,067,878 TOTAL 25,945,929 1,067,878



14 Other current assetsAS AT MARCH 31, 2014 AS AT MARCH 31, 2013

` `

Lease rent receivable [Lease rent equalisation] 13,431,522 11,167,447 Unbilled revenue – 3,980,760 Indirect taxes credit / refund receivable 300,031 –Interest receivable on fixed deposits 829,182 –TOTAL 14,560,735 15,148,207

15 Revenue from operationsFOR THE YEAR ENDED

MARCH 31, 2014FOR THE YEAR ENDED

MARCH 31, 2013

` `

Lease Rent Received 569,811,930 450,746,606 TOTAL 569,811,930 450,746,606

16 Other incomeFOR THE YEAR ENDED


MARCH 31, 2013

` `

Interest received on deposits 2,107,024 2,180,741 Liabilities / provisions no longer required written back – 711,289 Refund of duty from MSEDCL net of expenses – 7,691,104 Miscellaneous income 439,002 139,120 TOTAL 2,546,026 10,722,254

17 Employee benefits expenseFOR THE YEAR ENDED


MARCH 31, 2013

` `

Salaries and wages – 1,639,135 Staff welfare expenses – 15,028 TOTAL – 1,654,163

18 Finance costsFOR THE YEAR ENDED


MARCH 31, 2013

` `

Interest on fixed period loans 193,201,664 123,637,013 Currency swap - settlement charges 24,685,839 58,992,342 Other borrowing costs Guarantee commission 10,000,000 12,808,314 Loan processing fees & prepayment charges 24,208,000 12,305,556 TOTAL 252,095,503 207,743,225



19 Other expensesFOR THE YEAR ENDED


MARCH 31, 2013

` `

Power and fuel (net of recovery from clients) 31,834,450 –Repairs and maintenance - buildings 8,902,580 21,252,767 Repairs and maintenance - machinery 7,853,652 4,752,515 Repairs and maintenance - others 2,815,361 18,793,457 Housekeeping and security expenses 41,070,220 37,812,670 Auditors’ remuneration Statutory audit 500,000 561,800 Taxation matters 100,000 112,360 Other services 550,000 –Brokerage and commission 7,632,716 89,914,393 Legal and professional expenses 15,121,947 19,815,951 Contribution to fire protection fund of MIDC IT Division – 9,533,588 Net loss on foreign currency transactions and translation – 95,760 Stamp duty and registration fees 2,773,410 5,009,648 Miscellaneous expenses 4,221,302 3,164,902 TOTAL 123,375,638 210,819,811

20 Additional information to the financial statements20.1 Contingent liabilities and commitments (to the extent not provided for)


` `

CommitmentsEstimated amount of contracts remaining to be executed and not provided for 1,300,000 –

20.2 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006Based on the information available with the Company, no creditors have been identified as “supplier” within the meaning of “Micro, Small and Medium Enterprises Development ("MSMED") Act, 2006”. This information has been relied upon by the auditors.

20.3 Details on derivative instruments and unhedged foreign currency exposuresThe year-end foreign currency exposures that have been hedged by a derivative instrument or otherwise


Borrowings from bank Amount in USD NIL 20,338,259 Equivalent amount in INR NIL 1,153,067,005

20.4 Value of imports calculated on CIF basis


` `

Capital goods – 18,125,212

21 Employee benefits plansThere are no employees on Company’s Payroll during the year ended March 31, 2014, hence disclosures as per AS-15, Employee Benefits are not applicable.

22 The Company, with effect from April 1, 2010, consequent to the demerger, operates in a single business and geographical segment.



23 Related party transactionsDetails of related parties:

DESCRIPTION OF RELATIONSHIP NAMES OF RELATED PARTIES

Holding Company IDFC Limited ( From March 31, 2013)

Associates Paranjape Schemes (Construction) LimitedIndiareit Offshore Fund (Upto March 31, 2013)Absolute Building Company Private Limited (Upto March 31, 2013)

Key Management Personnel (KMP) Mr. Shashank Paranjape (Upto March 31, 2013) Mr. Shrikant Paranjape (Upto March 31, 2013)

Companies in which KMP / Relatives of KMP can exercise Significant Influence

Flagship Infrastructure Private Limited (Upto March 31, 2013)Flagship Developers Private Limited (Upto March 31, 2013)Prism Services Properties Solutions Private Limited (Upto March 31, 2013)Spice of Life Hotels Private Limited (Upto March 31, 2013)Advent Projects & Consultancy Services Pvt. Ltd. (Upto March 31, 2013)

Note: Related Parties have been identified by the Management, which has been relied upon by the Auditors

Details of related party transactions during the year ended March 31, 2014 and balances outstanding as at March 31, 2014:

HOLDING COMPANY ASSOCIATES KMP

ENTITIES IN WHICH KMP / RELATIVES OF KMP HAVE SIGNIFICANT INFLUENCE TOTAL

IDFC LIMITED MR. SHASHANK

PARANJAPE MR. SHRIKANT

PARANJAPE

FLAGSHIP INFRASTRUCTURE

PRIVATE LIMITED

ADVENT PROJECTS &

CONSULTANCY SERVICES

PVT. LTD.

PRISM SERVICES PROPERTIES SOLUTIONS

PVT. LTD.

` ` ` ` ` ` ` `

TRANSACTIONS DURING THE YEARProperty Maintenance related services received. – – – – – – – –

(–) (–) (–) (–) (–) (25,326,000) (40,321,224) (65,647,224)Reimbursement of Expenses incurred 20,150 – – – – – – 20,150

(–) (–) (–) (–) (149,224,835) (–) (–) (149,224,835)Issue of Preference Share Capital including Premium – – – – – – – –

(250,320,000) (–) (–) (–) (–) (–) (–) (250,320,000)Guarantee Commission – – – – – – – –

(–) (–) (6,404,157) (6,404,157) (–) (–) (–) (12,808,314)

BALANCES OUTSTANDING AT THE END OF THE YEARBalances outstanding at the end of the year – – – – – – – –

(–) (–) (6,404,157) (6,404,157) (–) (5,340,000) (7,262,238) (25,410,552)Note: (i) Figures in bracket relate to the previous year. (ii) No amount is/ has been written off or written back during the year in respect of debts due from or to Related Parties.



24 Details of leasing arrangementsFOR THE YEAR ENDED


MARCH 31, 2013

` `

AS LESSOR

The Company has entered into operating lease arrangements for its owned facilities. The lease arrangement are non-cancellable for a period from 3 years to 5 years and may be renewed for a further period of 10-15 years based on mutual agreement of the parties.FUTURE MINIMUM LEASE PAYMENTS

not later than one year 505,159,444 559,937,309 later than one year and not later than five years 629,200,752 1,112,931,212 later than five years – 6,280,159 Depreciation recognised on the leased assets 210,779,440 215,700,738

25 Earnings per shareFOR THE YEAR ENDED


MARCH 31, 2013

` `

BASIC AND DILUTED

Net profit / (loss) for the year (After Tax) (34,268,949) (206,188,461)Weighted average number of equity shares 429,468 429,468 Earnings per share - Basic (79.79) (480.10)Par value per share 10.00 10.00

26 Deferred tax (liability) / assetFOR THE YEAR ENDED


MARCH 31, 2013

` `

TAX EFFECT OF ITEMS CONSTITUTING DEFERRED TAX LIABILITY

On difference between book balance and tax balance of fixed assets (83,882,969) (64,913,536)Net deferred tax (liability) / asset (83,882,969) (64,913,536)

Tax Holiday under Section 80IAB of the Income tax Act, 1961 is available to the Company. In view of this, the deferred tax asset / liability in respect of timing differences that originate and reverse during the tax holiday period is ignored and deferred tax liability in respect of timing difference that originate during tax holiday period but reverse after the tax holiday period is recognised.

27 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF


Mumbai | April 16, 2014NIMESH GROVER


Director

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