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Entegra Limited18 Annual Report 2012-13th

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18th Annual Report 2012 - 2013

BOARD OF DIRECTORS

Mr. Mukul S. Kasliwal Mr. Warij A. KasliwalChairman Vice-Chairman

Mr. Ajit C. Kapadia Mr. Prabhakar L. NeneDirector Director

Mr. Pradeep V. Goyal Mr. Ashish S. JalanDirector Director

Mr. Hiten A. Khatau Mr. Soli K. CooperDirector Director

Mr. Alok N. Sinha Mr. Jagdish CapoorDirector Director

PRESIDENT (CORPORATE AFFAIRS)& COMPANY SECRETARYMrs. Rekha Jagdale

MAIN BANKERSCentral Bank of IndiaYes BankAxis Bank LimitedICICI Bank LimitedIndusInd Bank Limited

SUBSIDIARIES

1. Shree Maheshwar HydelPower Corporation Limited

2. Ennertech Biofuels Limited3. Rajasthan Solar Power Company

Private Limited

CORPORATE OFFICE4th Floor,Harchandrai House,Maharshi Karve Road,Marine Lines (East),Mumbai - 400 002Tel: 022-66044242Fax: 022-665503220Email: [email protected]

AUDITORS

M/s. Shyam Malpani & AssociatesChatered Accountants307, Chartered HouseMarine Lines,Mumbai – 400 002

REGISTERED OFFICES. KUMARS HOUSE, Plot No. 60MIDC, Phase II, Street 14Andheri (E),Mumbai – 400 093Tel: 022-28322676

REGISTRAR & TRANSFER AGENTSM/s. Bigshare Services Pvt. Ltd.E-2, Ansa Industrial Estate,.Sakivihar Road, Saki NakaAndheri (East), Mumbai – 400 073Tel: 022 28470652 -Fax: 022 28475207Email:[email protected],Website: www.bigshareonline.com

EQUITY SHARES LISTINGBombay Stock Exchange Limited (BSE)National Stock Exchange of India Limited (NSE)

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INDEXNotice 3

Directors’ Report 7

Management Discussion & Analysis Report 10

Corporate Governance Report 15

Certificate By CFO on Financial Statement 26

Certificate on Corporate Governance 26

Annual Accounts

• Auditors’ Report 27

• Balance Sheet 32

• Profit & Loss Account 33

• Cash Flow Statement 34

• Schedules Forming part of Accounts’ 36 - 45

• Significant Accounting Policies and Notes to Financial Statements 46 - 55

• Statement pursuant to Section 212 of the Companies Act, 1956 55

• Consolidated Financial Statements 56-87

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NOTICE

NOTICE is hereby given that the Eighteenth Annual General Meeting of the members of Entegra Limited will be held on Saturday,28th day of September 2013 at 11.30 a.m. at Sunville Hall, Orchid Room, 2nd Floor, 9, Dr. Annie Besant Road, Worli, Mumbai - 400018, to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the Audited Balance Sheet as at March 31, 2013, the Profit and Loss Account for the year ended on thatdate and the Reports of the Board of Directors and Auditors thereon.

2. To appoint director in place of Mr. Warij Kasliwal, who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint director in place of Mr. Pradeep Goyal who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint director in place of Mr. Jagdish Capoor, who retires by rotation and being eligible, offers himself for re-appointment.

5. To appoint M/s. Shyam Malpani & Associates, Chartered Accountant as Statutory Auditor of the Company to hold theoffice from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of theCompany on such remuneration as shall be fixed by the Board of Directors.

SPECIAL BUSINESS:

6. APPOINTMENT OF DR. BHARTENDU VATSYA AS MANAGER OF THE COMPANY

To consider and if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 198, 269, 310, 311, 312, 317 387 & 388 read with Schedule XIIIof the Companies Act, 1956, the consent of the members of the Company be and is hereby accorded to the appointment of Dr.Bhartendu Vatsya as Manager of the Company for a period of 3 years w.e.f 8th February 2013, on such terms and conditionsas as set out in the Agreement entered between the Company and Mr. Vatsya with the liberty to the Board of Directors of theCompany to alter, modify and vary the terms and conditions of the said appointment and/ or Agreement.”

“RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to do such acts, deeds, matter andthings as may be considered necessary, desirable or expedient for giving effect to this resolution”.

NOTES

The relevant Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of Special Business isannexed hereto.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETNG IS ENTITLED TO APPOINT ONE OR MOREPROXY (IES) TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF / HERSELF AND A PROXY SOAPPOINTED NEED NOT BE A MEMBER OF THE COMPANY.

Proxy In Order To Be Effective Must Be Received At The Company’s Registered Office Not Later Than 48 Hours Before TheCommencement Of The Meeting.

Members / Proxies are requested to bring their copy of the Annual Report and the Attendance Slip sent herewith to attend theAnnual General Meeting.

All documents referred to in the Notice and Explanatory Statement will be available for inspection by the Members at the RegisteredOffice of the Company between 10.00 a.m. and 5.00 p.m. on all working days from the date hereof upto the date of the Meeting.

Members are requested to notify immediately any change in their address along with Pin Code Number to the Company / ShareTransfer Agents.

Corporate members intending to send their authorised representatives to attend the meeting are requested to send a certified copyof the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

Members may avail of the facility of dematerialisation by opening Depository accounts and get the equity share certificates held bythem dematerialised.

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Pursuant to the requirement on Corporate Governance under Clause 49 of the listing agreements entered into with stock exchanges,the information about Directors proposed to be appointed / re-appointed is given in the Annexure to the Notice.

Members are requested to address all correspondence to the Registrar and Share Transfer Agent , M/s Bigshare Services Pvt. Ltd.,E - 2, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai – 400 073.

Members are requested to send their queries, if any, on the Annual Accounts of the Company at least 7 days before the date ofAnnual General Meeting to the Secretarial Department.

As a Green Initiative in the Corporate Governance, the Ministry of Corporate Affairs (MCA) vide circulars bearing nos.(i) 17/2011dated April 21, 2011 and (ii) 18/2011 dated April 29, 2011, allowing the companies to send various notices/documents (includingNotice convening AGM, Audited Financial Statements, Auditors’ Report, Directors’ Report and other related document(s) toshareholders through electronic mode, to the registered email id of the shareholders. Pursuant to the said Green Initiative, theCompany urges the members to communicate their email ID to the Company and / or Registrar & Transfer Agent (RTA), so that theCompany can send future communications to these shareholders in electronic mode.

By Order of the BoardFor Entegra Limited

Sd/-Place: Mumbai Rekha JagdaleDate: 9th August 2013 President (Corporate Affairs)

& Company Secretary

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EXHIBIT TO NOTICE

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, following information in respect of Directorsproposed to be appointed / re-appointed.

Particulars Mr. Warij A, Kasliwal Mr. Pradeep Goyal Mr. Jagdish Capoor

Date of Birth 2nd July 1954 20th November 1955 1st July 1939

Date of Appointment

Expertise in specificfunctional area

Directorships held in otherPublic Companies

Membership / Chairmanshipsof Committees of other publiccompanies (includes onlyAudit / Remuneration andshareholders / InvestorsGrievance Committee)

31st January 2005

1. MW Unitexx Limited2. S. Kumars Limited3. S. Kumar Enterprises

(Synfabs) Limited4. MW Advisers Limited5. S. Kumars Life Assurance

Corporation Limited6. MW Infra Developers

Limited7. S. Kumars Tyre

Manufacturing CompanyLimited

8. K. U. Enterprises Limited9. Dhvani Terefabs Exports

Ltd10. Klopman International srl

NIL

Nil

17th June 2008

1. Pradeep Metals Limited2. Uniphos Enterprises Ltd3. United Phosphorus

Limited4. Hind Rectifiers Limited

1. United Phosphorus (AuditCommittee – Member ,Shareholders / InvestorsGrievance Committee-Member & (RemunerationCommittee –Member)

2. Hind Rectifiers Limited(Audit Committee –Member, Shareholders /Investors GrievanceCommittee- Member &Remuneration Committee–Member)

Nil

24th May 2011

1. Indian Hotels CompanyLtd.

2. Manappuram Finance Ltd3. Vikas GlobalOne Limited4. LIC Housing Finance Ltd5. Asset Care &

Reconstruction CompanyLimited

6. LIC Pension Fund Limited7. Banyantree Bank Limited

1. Indian Hotels CompanyLimited (Audit Committee- Member & RemunerationCommittee - Chairman)

2. Manappuram FinanceLimited – RemunerationCommittee- Member)

3. LIC Pension Fund Limited- Audit Committee –Chairman

4. Banyantree Bank Limited,Mauritius - AuditCommittee - Member &Remuneration Committee- Member

Number of shares held in theCompany

Nil

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E X P L A N A T O R Y S T A T E M E N T

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956.

Item No. 6

At the meeting of the Board of Directors of the Company held on 8th February 2013, the Board has, subject to the approval of theshareholders at this meeting appointed Dr. Bhartendu Vatsya as the “Manager” of the Company for the period of period of 3 yearsw.e.f. 8th February 2013 on the terms and conditions as set out in the Agreement entered into between Dr. Bhartendu Vatsya and theCompany.

In compliance with the applicable provisions of the Companies Act,1956. Ordinary Resolution in terms as set out in item no. 6 ofthe accompanying Notice is now placed before the Members in the General Meeting for their approval.

The Board of Directors accordingly recommend the resolution for the approval of the Members.

None of the directors other than Dr. Bhartendu Vatsya is interested in the resolution.

By Order of the BoardFor Entegra Limited

Sd/-Place: Mumbai Rekha JagdaleDate: 9th August 2013 President (Corporate Affairs)

& Company Secretary

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DIRECTORS’ REPORT

To the Members,

Your Directors are pleased to present the Eighteenth Annual Report and the Audited Accounts of the Company for the year endedon 31st March, 2013 along with the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTA detailed review of the progress and the future outlook of the Company and its business, as stipulated under clause 49 of theListing Agreement with the stock exchange, is presented in a separate section forming part of the Annual Report.

FINANCIAL HIGHLIGHTSThe operating results of the Company for the period under review are as follows:

(Amount in Rs.)

Particulars The year ended on The year ended on31/03/2013 31/03/2012

Profit/Loss before Depreciation, tax & prior period (63,12,60,756) (58,26,98,424)

Less : Depreciation 15,38,177 8,35,103

Profit/Loss before tax (63,27,98,933) (58,35,33,527)

Less : provision for tax - -

Less : Fringe benefit tax - -

Less : Deferred Tax - -

Profit/Loss after tax (63,27,98,933) (58,35,33,527)

Less: Prior Period / Pre Op 1,44,754 1,57,762

Adjusted Profit / Loss ( 63,29,43,687) (58,36,91,289)

Add:P&L Brought forward (115,37,40,139) ( 57,00,48,850)

Balance carried to Balance Sheet (178,66,83,826) (115,37,40,139)

DIVIDENDDirectors do not recommend any dividend.

THE YEAR IN RETROSPECT

The Company has continued to focus on the Renewable Energy business. Entegra bagged some prestigious Projects which includethe Supply, Installation and Commissioning of Solar Water Heaters of various capacities at the Raj Bhawan, Dehradun and Nainital.Further the company has also successfully executed the wind-solar hybrid system consisting of 1.8 kWp x 3 wind turbines and1.2kWp x 3 photo-voltaic systems totaling 9 kWp has been commissioned at the President’s Estate, New Delhi.

The 400 MW Hydro Power Project being implemented through the company’s subsidiary - Shree Maheshwar Hydel PowerCorporation Limited (SMHPCL) is ready to begin generation. The construction work on the Project has been completed and 3turbines of 40 MW each are to begin generation shortly.

BUSINESS OUTLOOK & PLANS

Going forward the Company has set up a strategy in place to aggressively market its Renewable Energy expertise for Wind, Solarand Hydro Projects on a pan India basis in FY 2013-2014. The Company will also be focusing on acquiring assignments fordeveloping Energy parks and participating in projects focusing on Rural Electrification. The company also plans to expand itsoutreach of Solar and Hydro Power and increase its capacity generation in both arenas.

During the current year 2013-2014, Company proposes to take forward 50 MW Photovoltaic plant in Rajasthan in order to increasethe output of renewable energy and capitalise on the potential of solar power generation in the state and is in the process of tappingsolar water heating systems and roof-top Photovoltaic projects in the MMR and NCR regions in Delhi among both, residential andcommercial establishments.

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SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has 3 Subsidiaries as on March 31, 2013 namely

a. Shree Maheshwar Hydel Power Corporation Limited (SMHPCL)

b. Ennertech Biofuels Limited (EBL)

c. Rajasthan Solar Power Company Private Limited (RSPCPL).

There has been no material change in the nature of the business of the subsidiaries. A statement containing brief financial details ofthe subsidiaries is included in the Annual Report.

As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Companyand its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accountingstandards as prescribed under Section 211(3C) of the Act. These financial statements disclose the assets, liabilities, income, expensesand other details of the Company and its subsidiaries.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 hasgranted general permission for not attaching the balance sheet, statement of profit and loss and other documents of the subsidiarycompanies with the balance sheet of the Company instead a statement containing brief financial details of the Company’s subsidiariesfor the financial year ended March 31, 2013 is included in the Annual Report. The copies of annual accounts of these subsidiariesand the related detailed information will be made available to any member of the Company / its subsidiaries seeking such informationat any point of time and are also available for inspection by any member of the Company / its subsidiaries at the corporate office ofthe Company. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

DEMATERIALISATION OF SHARES

The trading in equity shares of the company is permitted only in dematerialised form. A total of 96.53% shares are held indematerialised form with NSDL and CDSL as on 31st March, 2013.

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

The Company has appointed M/s. Roy Jacob & Co, Practicing Company Secretary, to conduct Reconciliation of Share CapitalAudit of the Company. The Audit is carried out every quarter and the report thereon is placed before the Board of Directors &thereafter is submitted to Stock Exchanges.

DIRECTORS

In terms of Article 123 of the Articles of Association of the Company, Mr. Warij A. Kasliwal, Mr. Pradeep Goyal and Mr. JagdishCapoor, Directors retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

AUDIT COMMITTEE:-

In accordance with Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, the Company has constitutedthe Audit committee which currently consists of Mr. Ashish Jalan – (Chairman of Audit Committee), Mr. Hiten Khatau, Mr.Pradeep Goyal and Mr. Jagdish Capoor(Members).

AUDITOR

M/s. Shyam Malpani & Associates, Chartered Accountants, Statutory Auditor of the Company retire at the conclusion of theensuing Annual General Meeting of the Company and have confirmed their eligibility and willingness to accept the office, if re-appointed. The Company has received certificates from them the said Auditors to the effect that their reappointment, if made,would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for suchreappointment within the meaning of Section 226 of the said Act. The Board recommends their re-appointment.

FIXED DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956, during the FinancialYear 2012 - 2013

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance report forms part of thisReport. Your Company is in full compliance with the requirements and disclosures that have to be made in this regard. A Certificatefrom the Practicing Company Secretary confirming compliance of the Corporate Governance is appended to the Report on CorporateGovernance.

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PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, asamended from time to time forms part of this Report. However, as per the provisions of Section 219 (1) (iv) of the Companies Act,1956 the Report and Accounts are being sent to all the shareholders of the Company excluding the statement of particulars ofemployees under section 217 (2A) of the Companies Act. Any shareholder interested in obtaining a copy of the said statement maywrite to the Company Secretary at the Corporate Office of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is herebyconfirmed that:

i) in the preparation of the Annual Accounts for the Financial Year ended 31st March 2013,the applicable accountingstandards read with requirement set out under Schedule VI to the Companies Act, 1956, have been followed and thereare no material departures from the same..

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimatesthat are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company as at 31st March2013 and of the profit/loss of the Company for year ended as on that date.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the Company and for preventing / detecting fraud and otherirregularities and

iv) the Directors have prepared the annual accounts of the Company on a ‘going concern’ basis.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Being a Renewable Energy Company, your Company is committed to energy conservation at every stage of its operations. To keeppace with the technology revolution, your Company is taking necessary steps in utilising modern and advanced technology.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Earnings : NilOutgo : Nil

ACKNOWLEDGMENT

The Board of Directors would like to thank the Customers, Vendors, Financial Institutions, Bankers, Government Authorities,Advisors and Members for their continued support. The Board of Directors also appreciates the contribution made by the employeesat all levels for their hard work, dedication, co-operation and support for the growth of the Company.

The Board of Directors would also like to thank all stakeholders for the continued confidence and trust by them with the Company.

On behalf of the Board of Directors,

Sd/-Mukul Kasliwal

ChairmanPlace: MumbaiDate : 9th August 2013

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MANAGEMENT DISCUSSION & ANALYSIS

(forming part of the Directors’ Report for the year ended 31st March, 2013)

The year 2012-2013 has been the turning point for the renewable energy business in the country. The turbulence witnessed by thepower sector was at an all-time high, fuelled by the coal block allocation controversy, fuel shortage of coal and gas and a delay insetting up fuel apply agreements, to name a few. India witnessed the worst power blackout (grid failure) in the country’s history in July2012 and the distribution losses faced by state discoms due to the gap between the cost of supply and the average revenue lost furtheradded to the woes in the power industry. The major challenge was in fixing the tariff for customers in an effort to improve the financialhealth of the discoms who were suffering with huge AT&C losses. These challenges resulted in the introduction of much neededreforms in the power sector by the Government and a rising investment in the renewable energy space. Large business groups thatwere initially sceptical to enter the renewable energy sector began investing in the business on a long-term basis.

The private sector has truly begun to recognise the tremendous amounts of opportunity that the renewable energy space providesdue to no dependency in fuel, a reduction in the investment cost of solar energy and incentives being provided by the Governmentsuch as the Renewable Purchase Obligation (RPO). During the 11th Five Year Plan, tremendous policy changes had been made withthe objective of reaching an ideal energy mix with wind energy contributing significantly and solar energy becoming a key focusarea by way of the Jawaharlal Nehru National Solar Mission. Due to these incentives, India’s renewable energy business wasdriven primarily by the private sector with business opportunities that exceed over US$ 4 Billion per annum. In fact, Indiancompanies have begun to explore foreign stock exchanges as a source of funds.

The year 2012-2013 has thus further cemented the position of the renewable energy sector as being an integral part of the energymix. There has been a visible impact of renewable energy investments as renewable energy has contributed around 12.5% in thenational electricity installed capacity, thereby strengthening the Government’s agenda of promoting sustainable and inclusivegrowth in this sector.

The foundation has thus been laid to realise the renewable energy needs of the country, in keeping with the National Action Plan onClimate Change with a strategy involving conserving natural resources, demand-side management and sustainable development.

Your Company which has been one of the first players in the renewable energy business has aligned its mission with that of theGovernment and has been capitalising on the opportunities presented in the Indian market in order to build a robust renewableenergy business in the country. Your Company was the first private company to be awarded a hydro-electric project on a build-operate-and-own basis in the state of Madhya Pradesh. Entegra’s stellar achievement, the 400 MW Maheshwar Project which hasbeen completed with 3 turbines ready for generation since November 2011 will begin generation shortly. Your Company has alsomade concerted efforts to build the Solar and Wind energy business by way of a variety of projects on a pan-India basis.

Regrettably, due to factors beyond the control of your Company, the Maheshwar Project is yet to begin generation. Due to anunprecedented negative campaign on the part of anti-development agencies, there was a delay in the infusion of capital in theProject and the clearances required for the first stage filling of the reservoir. However, due to relentless follow-ups with theconcerned authorities on the part of the company and thanks to the full backing of both the Central and State Governments, thenecessary equity required to complete the Project is being made available. The State Government is also holding a series ofdiscussions with the Company and the Lenders to arrive at a mutually acceptable tariff.

The Rehabilitation and Resettlement of Project Affected People is also in full swing. A total of 22 villages will be impacted by theProject wherein 13 villages will be fully submerged and 9, partially submerged and 862 Hectares of Private Agricultural land iscoming under submergence. The Rehabilitation and Resettlement of the Project Affected People is the responsibility of the MadhyaPradesh State Government, is being implemented by the Madhya Pradesh State Electricity Board, assisted by the state administrationand is being financed by Your Company. Out of 22 villages, for 4 villages, development of Rehabilitation Sites is not required. Outof the balance 18 villages, in 11 villages essential facilities have been provided and development activity has been completed. In 3villages, development work is in progress. In the remaining 4 villages, land acquisition under process.

Generation of revenue is expected to commence on commissioning of three Turbines by October 2013. The remaining turbines willbe installed by BHEL in a phased manner and all the 10 Turbines can be made operational in 2014.

Your Company has also executed various Solar and Wind projects in the Financial Year 2012-2013.

Your Company has implemented a prestigious project by way of the Supply and Installation of a Solar Wind hybrid system at thePresidents Estate, New Delhi.

Entegra has also been played a pivotal role in the Supply, Installation and Commissioning of Solar Water heaters of variouscapacities at Raj Bhavan - Dehradun and Nainital.

Your Company has also been instrumental in the installation of Solar Water Heaters across the region of NCR.

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Furthermore, Your Company plans to further reinstate its position in the Renewable energy space in FY 2013-2014 by way ofConcentrated Solar Power and Photovoltaic projects in the country.

1. Industry Overview

India’s focus on sustainable energy has been driven by national priorities. Efforts are being made to do away with dependency onfossil fuel energy and decentralised distributed renewable energy based initiatives are being considered to be a tangible wayforward.

The renewable energy sector has witnessed many changes in policy in keeping with this mission with a particular focus on increasingthe contribution of solar energy in the mix. There has been a change in perception as far as renewable energy is concerned, withmore entities recognising the inalienable need of renewable energy to bring about an increase in power generation capacities.There have been significant achievements by way of establishment of R&D facilities to tap the potential of the solar PV andthermal market, launching of solar-based initiatives like cook-stoves, second generation biofuels, fuel cells and tapping the potentialof hydrogen energy.

There has been a tremendous growth of renewable energy in the country since the beginning of the 10th Five Year Plan as per thefollowing:

Sector Cumulative Capacity in MW

Beginning of 10th Plan(April 2002)



Wind 1,628 7,092 17,352

Small Hydro 1,434 1,976 3,395

Bio Power 389 1,184 3,225

Solar 2 3 941

Total 3,453 10,255 24,914

The Growth of Renewable Energy in India:

The interest that the renewable energy industry is drawing can be attributed primarily to the policies being introduced by theGovernment. A large domestic manufacturing base has been established in the country for renewable energy systems and products.Companies investing in these technologies are eligible for fiscal incentives, tax holidays and depreciation allowance apart from theremunerative returns for the power fed into the grid. Further, the government is encouraging foreign investors to set up renewablepower projects with 100 per cent foreign direct investment. Over the next few years, decentralised distributed renewable energybased initiatives of communities is likely to make a profound impact in some areas. Furthermore, with well developed industrial,financing and business infrastructure, India is perceived as an excellent country for developing Clean Development Mechanism(CDM) projects. Currently, with 789 projects out of 938 projects, renewable energy projects constitutes largest share in the registeredCDM projects. In order to reduce transaction cost and develop a framework for larger CDM portfolio, the Ministry developed aframework for renewables under CDM Programme of Activities. This framework has been widely used and helped in reducingtransaction cost and creates an enabling environment for undertaking large number of renewable energy projects.

Figure 1.1 India Installed Generation Capacity in MW as on 31.1.2013

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2. Business Overview

Your Company is a pioneer in Renewable Energy in India with an integrated approach towards Hydro and solar (thermal &photovoltaic) energy and customised renewable energy solutions.

a) Hydel Projects : The 400 MW Maheshwar Hydro Power Project:

Your Company’s prestigious clean and green 400 MW hydro-electric Project, the Maheshwar Project is slated to commencecommercial operations shortly.

With the distribution of awards and minor pending R&R work in few villages, the three Turbines can commence Revenuegeneration by October 2013

The Project has a 35 year power purchase agreement (PPA) with the Government of Madhya Pradesh wherein, the entirepower generated from the project, which would be approximately 1226 million units would be sold to the MadhyaPradesh Electricity Board.

The project is being implemented through its subsidiary - Shree Maheshwar Hydel Power Corporation Ltd. (SMHPCL).The payment from MPEB is backed by Letter of Credit from State Bank of India, Escrow Account and Guarantee fromMadhya Pradesh State Government and the project is to be commissioned in 2013-2014 in a phased manner.

b) Solar Projects / Wind Projects:

The year 2012-2013 has seen the successful implementation and completion of some prestigious Wind and Solar Projectswhich include the following:

1. A wind-solar hybrid system consisting of 1.8 kWp x 3 wind turbines and 1.2kWp x 3 photo-voltaic systemstotalling 9 kWp has been commissioned at the President’s Estate, New Delhi.

2. The Supply and Installation of Solar Water Heaters at Raj Bhawan, Dehradun and Nainital with a total capacity of3900 LPD.

c) Services :

Your Company has also played an instrumental role in the supply and installation of Solar Water Heaters at variouslocations across NCR for private consumption.

Given the accelerated focus on the renewable energy space and its growing importance as being an intrinsic part of thepower requirements of the country, Your Company continues to focus on exploring various opportunities providinginnovative and modern renewable energy solutions and extending its various services in the Solar-Wind arena forGovernment, Commercial and Private operations.

4. Opportunities

Future Plans:

• Your Company proposes to install a 50 MW Photovoltaic plant in Rajasthan in order to increase the output of renewableenergy and capitalise on the potential of solar power generation in the state.

• Your Company is in the process of tapping solar water heating systems and roof-top Photovoltaic projects in the MMRand NCR regions in Delhi among both, residential and commercial establishments.

India is the second most highly targeted country on a global basis, after the United States, with outside investors targetinglocal partners in order to be able to enter the market. The renewable energy sector has massive potential and efforts to tap thecountry’s vast resources are now gaining momentum. Thanks to the high demand in power that is being backed by a plethoraof attractive government incentives, renewable purchase obligations, tax holidays and grid based incentives, the interest inthe renewable energy business in the country has reached new heights. Despite 100% foreign direct investment allowed inpower projects, The National Action Plan on Climate Change (NAPCC) has set an ambitious goal of a one per cent annualincrease in renewable energy generation. The cost of power generation is going up for projects based on fossil fuels and thatof renewable energy sources is coming down.

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The Jawaharlal Nehru National Solar Mission (JNNSM) is a transformational initiative for solar energy development inIndia. The mission targets to propel India as a solar hub with 20 GW of grid connected solar power capacity by 2022.Furthermore, the Government of India has come up with a Rooftop PV and Small Solar Generation Programme. There havealso been new tariff-based incentives for solar photovoltaic-based power generation, announced recently by the new andrenewable energy ministry.

Also, a solar manufacturing industry has developed for the manufacturing of solar cells which are made into modules (capacityof 2,0000 MW for modules and 1,000 MW for cells). A large EPC industry has also emerged wherein a number of companiesare now building solar power projects for others. There is also an impetus to explore the development of solar farms, particularlyin the southern states, as their industrial units are short of power. There is a huge growth potential in these markets as they arein their nascent stage of development.

A movement called “social solar” is also gaining momentum at grassroots level in an effort to empower rural India with theintroduction of smaller, inexpensive solar projects that can power villages. Solar power water pumps to aid agriculturalproduction and solar powered cookers for community cooking are also been introduced.

The Government has also come up with generation-based incentives for wind energy projects. The Government had introduceda generation-based incentive (GBI) which provides monetary benefit on every unit generated to companies that considergeneration of electricity as their business. The wind power will get Rs 0.50 a unit of electricity as incentive up to a ceiling ofRs 1 crore a MW.

The MNRE would also be moving a proposal to the Cabinet to reinstate the accelerated depreciation (AD) scheme which isrelevant to investors who have other businesses. With this benefit, investors would be able to put up windmills for saving ontax. India’s renewable sector, especially independent wind power producers, has seen a heightened strategic and privateequity interest in recent times. India with over 17, 875 MW of installed wind power capacity as on July 31, 2012 is a fastgrowing market with a 21% CAGR in installations in the last 6 years. By FY15 international agencies forecast an additionalcapacity of 14,146 MW to be coming up.

The power ministry is also attempting to boost the hydel sector with financial incentives and green norms being provided tothe hydel sector that would render support to 136 private projects, including projects by companies aggregating a capacity of40,000 MW, or enough power to light up 8-10 cities of Delhi’s size. Recommendations are also being made for excise dutyexemptions for cement, steel and equipment used to build hydel projects. With the objective of improving tariff, loweringcapital costs and on an overall basis, making hydro projects more attractive suggestions for a waiver of service tax onconstruction activities have also been made. The panel has also recommended simplifying contract documents to mitigate therisks of constructing hydel project and transparent mechanisms to settle disputes without involving litigations. The panel alsosuggested a tariff-based bidding system similar to thermal projects. The panel has recommended that all hydel projects begiven the ‘renewable’ status so as to be able to enjoy fiscal incentives and funding norms. It was also suggested that tradingof power from hydro projects to increase viability of projects take place, and delinking approval of terms of reference (ToR)for environmental clearances from forest clearance.

Also, a newly formed body to represent the cause of Biomass production - the Indian Biomass Power Association has writtento the Ministry of New and Renewable Energy to consider extending the incentive which is now available to wind energysector to the biomass industry. Suggestions are also being made to provide Subsidies on purchase of wasteland with theobjective of lessening the diversion of land from agriculture and forestry for the setting up of renewable energy plants.

5. Risks and Concerns

Crashing of the Renewable Energy Certificates Market

Renewable Energy Certificates (REC) as Project developers are granted 1 certificate for every 1,000 units of electricitygenerated from renewable sources. Power distribution companies in states were asked to buy 5-10% of their electricity fromrenewable sources or buy RECs instead. Distribution companies have not been following the government order on the rulethat obliges them to buy some green power – the Renewable Purchase Obligation (RPO). This is because regulators havebeen unable to enforce the obligation of utilities to buy renewable power as there has been an absence of effective penaltiesfor not meeting basic targets. As a result, Financial Institutions have also stopped funding project banking heavily on REC.Developers have accumulated around 21 lakh certificates that they have been unable to sell and projects have becomeunviable as the revenue model has become unviable and there are mounting concerns as RECs have a shelf-life of only twoyears.

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Lack of Availability of Land

Renewable Energy projects like solar, biomass and wind rely on huge areas of land in order for them to be viable. Direct landdegradation can take place and there are even cases of pollutants from fuel and material used in the projects. Land prices arealso sky-rocketing and renewable energy is mostly set up on prime land, as opposed to waste land. As land is already scarcein India due to demand for agriculture, industry and housing, an increased demand for land often causes land being redirectedfrom agriculture and forestry to setting up of renewable energy projects. Thus, policy measures like carbon taxes to preventenvironmental degradation are badly needed and subsidies need to be provided to increase investments in wastelands, andthey should be made more accessible so as to attract investors.

Lack of Funding of Renewable Energy Projects

While there is interest in developing wind energy sources from conventional power generation utilities, the funding of suchefforts has become a concern. It takes capital expenditure of Rs.4.2-4.5 crore per MW of power generated through coal- orgas-based projects, compared with wind-based projects requiring Rs.6-7 crore per MW.In 2011-12, over 3,200 MW of windenergy capacity was set up in India. But when the incentive was withdrawn, investments in the sector dropped and just about1,700 MW was added last year. Unless the details of the policy are announced soon, investments continue to drop this yeartoo.

6. Internal Control Systems and their Adequacy

Your Company has placed considerable emphasis and effort on internal control systems. On the Finance and Administrativeside, the internal checks and balances are augmented by a formal system of internal and management audit. The AuditCommittee of the Board reviews and will continue to review the adequacy and effectiveness of the internal control systemsand suggest improvements for strengthening them.

7. Material Developments in Human Resources

Human resources continued to be recognized as the most valued asset. Your company is adequately managed with professionalsto take care of all operations and allied activities. Adequate number of technically qualified and well experienced staff existsfor the day-to-day operations of the company. Emphasis is given on qualitative growth of Entegra’s human resources byproviding congenial & constructive work environment.

8. Cautionary Statement

Statements in this Management Discussion and Analysis describing the company’s objectives, projections, estimates,expectations or predictions may be forward looking statements within the meaning of applicable security laws or regulations.These statements are based on certain assumptions and expectation of future events. Actual results could however differmaterially from those expressed or implied. The company assumes no responsibility in respect of forward looking statementsherein which may undergo changes in future on the basis of subsequent developments, information or events.

15


CORPORATE GOVERNANCE REPORT(As required under Clause 49 of the Listing Agreement entered into with the Stock Exchange)

I. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE) and National Stock Exchange of India Limited(NSE), the report containing the details of Corporate Governance systems and processes at Entegra Limited is as under:

Strong leadership and effective Corporate Governance practices have been the Company’s hallmark. The Company continues tofocus its resources, strengths and strategies to achieve its vision of becoming a leading fully integrated global Renewable EnergyEnterprise, while upholding the core values of excellence, integrity, responsibility, unity and understanding, which are fundamentalto the Company. The Company believes in adopting the best practices that are followed in the area of Corporate Governance acrossvarious geographies.

II. BOARD OF DIRECTORS:

The Board of Directors of the Company have set up Committee to carry out various functions as entrusted and give suitablerecommendations to the Board on the significant matter from time to time.

Committee/s of Board of Directors

Mandatory Committee/s

a) Remuneration Committeeb) Finance Committeec) Share Allotment Committeed) Project Monitoring Committee

Non -Mandatory Committee/s

a) Audit Committeeb) Share Transfer/ Investors

Grievance Committee

(i) As on March 31, 2013, the Company has 10 Directors of which 8 Independent Non-Executive Directors. Mr. Mukul S.Kasliwal and Mr. Warij A. Kasliwal continue to be the Non-Executive Chairman and Vice-Chairman, respectively. Thecomposition of the Board is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchange.

(ii) None of the Directors on the Board are Members of more than ten Committees or Chairman of more than five Committeesacross all the public companies in which they are Directors. Necessary disclosures regarding Committee positions inother public companies as on March 31, 2013 have been made by the Directors.

(iii) The names and categories of the Director on the Board, their attendance at the Board Meetings held during the year andthe number of Directorships and Committee Chairmanships/ Memberships held by them in other companies as onMarch 31, 2013 are given herein below. Other directorships do not include alternate directorships, directorships ofprivate limited companies, Section 25 companies and of companies incorporated outside India. Chairmanships /Memberships of Board Committees include only Audit and Shareholders / Invertors Grievance Committees.

16


During the year ended on 31st March, 2013, total 5 board meetings were held respectively on 14.5.2012, 31.7.2012, 27.8.2012,2.11.2012 and 8.2.2013, the details of attendance of the directors are as follows: -

Sr.No.

Name of the Director Category Number ofBoardMeetingAttended

Attendanceat the LastAGM

Number ofDirectorships in otherPublic Companies

Number of Committeepositions held in otherPublic Companies

Chairman Member Chairman Member

1. Mr. Mukul S. Kasliwal Promoter 4 Yes 2 8 1 3(Chairman) Director

2. Mr. Warij A. Kasliwal Promoter 4 Yes 1 7 - -(Vice-Chairman) Director

3. Mr. Prabhakar Nene Independent 3 No - - - -Director

4. Mr. Ajit Kapadia Independent 3 No - 3 1 -Director

5. Mr. Hiten Khatau Independent 4 No 1 2 - -Director

6. Mr. Ashish Jalan Independent 4 No 1 5 - -Director

7. Mr. Soli Cooper Independent 4 Yes - - - -Director

8. Mr. Pradeep Goyal Independent 3 No - 4 - 4Director

9. *Mr. Dennis Quinn Independent Nil No - - - -(upto 31.7.2012) Director

10. Mr. Alok Sinha Independent 4 No - 2 - -Director

11. Mr. Jagdish Capoor Independent 5 Yes 1 5 1 1Director

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Board Procedure:

There is set of rules and regulations for governing the procedure to be followed while conducting the Board and CommitteeMeetings. The Company adheres to Secretarial Standard as specified by the Institute of Company Secretaries of India, forconducting the Board Meetings.

The Company Secretary of the Company circulates the agenda of the meeting along with all the supporting documents to allthe Directors entitled to received the same, to facilitate meaningful and quality discussion at the time of the meeting.

The basic information furnished to the Board Members and the Procedure is set out as hereunder.

a) Minutes of the proceedings of each Board / committee/ General Body Meetings are recorded. Draft minutes are circulatedamongst all members for their feedback/ comments. The Minutes of all the meetings are entered in the minutes book.

b) The Board / Committee Members have unqualified access to all the information available with the Company. Theinformation generally provided to the Members inter-alia includes:

� Quarterly / Annual results of the Company

� Minutes of the Meetings of Audit Committee and other Committees of the Board

� Annual operating plans, Capital budgets and any updates

� Notices of Disclosure of Interest

� Material important litigations, show cause, demand and penalty notices, if any and status updates

� Related Party Transactions

� Acquisitions /Mergers / Amalgamation/Re-organisation of business segments etc.

� Establishment, operations and set up of Joint Venture, subsidiary or Collaborations, if any

� Sale of material nature of investments, subsidiaries and assets which are not in the normal course of business

� Compliance Reports.

� Information on recruitment of Senior Officers and Company Secretary and

� Any other materially relevant information

c. The guidelines for the Board / Committee meetings facilitate and effective post meeting follow-up, review and reportingprocess for the actions taken on decisions of the Board and Committees.

III. CODE OF CONDUCT

The Company adopts formal code of conduct. The Company is committed to conducting business in accordance with the higheststandards of business ethics and complying with applicable laws, rules and regulations. A copy of the code can be viewed on theweb-site www.entegra.co.in of the Company.

IV. COMMITTEE/S OF THE BOARD

A. AUDIT COMMITTEE:

(i) The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreemententered into with the Stock Exchanges read with Section 292A of the Companies Act, 1956.

(ii) The terms of reference of the Audit Committee are broadly as under.

a. To review with the Auditors, periodically, the internal control systems and the scope of audit, to review theobservations of the internal auditors and statutory auditors’ report, to review the quarterly, half yearly and yearlyfinancial statements before submission to the Board.

b. To look into various types of complaints of different authorities including operations of cash and monetarytransactions, reviewing of debtors and creditors, sales and purchase.

c. Ensuring Compliance with regulatory guidelines

18


d. Significant related party transactions

e. To help to evolve the best practice system in different areas.

(iii) The Audit Committee invites such of the executives, as it considers appropriate, representatives of the Statutory Auditorsand representatives of the Internal Auditors to be present at its meetings. The Company Secretary acts as the Secretaryto the Audit Committee.

(iv) The Composition of the Audit Committee and the details of the meetings attended by its members are given below.

Name of the Member Designation No. Of MeetingsAttended

Mr. Ashish Jalan Chairman 3

Mr. Hiten Khatau Member 4

Mr. Pradeep Goyal Member 3

Mr. Jagdish Capoor Member 4

(v) Four Audit Committee Meetings were held during the year. The dates on which the said meetings were held are asfollows.

14.5.2012, 31.7.2012, 27.8.2012, 2.11.2012 and 8.2.2013.

The necessary quorum was present for all the meetings.

B. SHARE TRANSFER / INVESTORS GRIEVANCES COMMITTEE

(i) The term of reference and scope of the Committee are represented below.

• Transfer of shares• Transmission of shares• Transposition of shares• Issue of Duplicate Share Certificate

SHARE TRANSFER /INVESTORS’ GRIEVANCE

COMMITTEE

• Change of Status

• Change of Name

• Sub-division of shares• Consolidation of Folios• Issue and Allotment of shares

• Shareholders’ request forDematialization /Remateriazation of shares

(ii) The Company has a Shareholder / Investors Grievance Committee of Directors to look into the redressal of complaintsof investors such as transfer of shares, non-receipt of annual report, non-receipt of dividend, etc

(iii) Currently the Share Transfer Committee is as under:-

Name of the Member Designation

Mr. Mukul S. Kasliwal Chairman

Mr. Warij A. Kasliwal Member

Mr. Soli Cooper Member

Mr. Pradeep Goyal Member

19


(iv) The Company has always valued its customer relationships. This philosophy has been extended to investorrelationship and Secretarial Department focuses on servicing the needs of investors, analysts, brokers and thegeneral public.

(v) Details of investor complaints received and redressed during the year 2012-13 are as follows.

(vi) Name and address of the Compliance Officer is as follows

Mrs. Rekha JagdalePresident (Corporate Affairs) & Company SecretaryEntegra Limited4th Floor, Harchandrai HouseMaharshi Karve Road,Marine Lines (East), Mumbai - 400 002Tel: 022-66044242, Fax: 022-665503220email: [email protected]

C. REMUNERATION COMMITTEE:

(i) The Company has a Remuneration Committee of Directors.

(ii) The Broad terms of reference of the Remuneration Committee are as under.

� The Remuneration Committee shall determine the Company’s policy on specific remuneration packages forChairman / Managing Director / Whole time Director / Executive Director / Employees of the Companyincluding pension rights, ESOP and any compensation payment”

The terms of reference of the Committee are as per the provisions of the Companies Act, 1956 and Clause 49of the Listing Agreement with the Stock Exchange.

(iii) The Composition of the Remuneration Committee are given below.

The Remuneration Committee comprises of Four Directors, One of whom is Independent and three are Non-Executive Directors. The Chairman of the Committee is Non-Executive Director nominated by the Board.

Opening Balance Received during Resolved during Closing Balancethe year the year

Nil 28 28 Nil

(iv) No Committee meeting was held during the year.

(v) Remuneration Policy:

The Non-Executive Directors of the Company do not draw any remuneration from the Company except sittingfee. The sitting fee for each meeting of the Board and Audit Committee is Rs.5,000/- and for Project MonitoringCommittee it is Rs.10,000/- only.

None of the Non-Executive Directors has any material pecuniary relationship or transactions with the Company.

Name of the Member Designation Category

Mr. Mukul Kasliwal Chairman Promoter Director

Mr. Hiten Khatau Member Non-Executive

Mr. Ashish Jalan Member Non-Executive

Mr. Jagdish Capoor Member Non-Executive

20


The details of sitting fee paid to Non-Executive Directors during the Financial Year 2012-13 are as follows:

(figures in Rs.)

# Resigned w.e.f 31/07/2012

Managing Director, Whole Time Director so long as they function as such, shall not be paid any sitting fee forattending the meetings of Board or any Committee thereof.

Company Secretary acts as Secretary to the Committee.

D. FINANCE COMMITTEE

(i) Composition of the Finance Committee are given below :

Name Board Meeting Audit Committee Meeting Total

Mr. Mukul S. Kasliwal 20,000 N.A. 20,000

Mr. Warij A. Kasliwal 20,000 N.A. 20,000

Mr. Prabhakar Nene 15,000 N.A. 15,000

Mr. Ajit Kapadia 15,000 N.A. 15,000

Mr. Hiten Khatau 20,000 20,000 40,000

Mr. Ashish Jalan 20,000 15,000 35,000

Mr. Soli Cooper 20,000 N.A. 20,000

Mr. Pradeep Goyal 15,000 15,000 30,000

Mr. Dennis Quinn # Nil N.A. Nil

Mr. Alok Sinha 20,000 N.A. 20,000

Mr. Jagdish Capoor 25,000 20,000 45,000

The Company Secretary acts Secretary to the Committee.

(ii) Terms of Reference and Scope of the Committee

The Committee is entrusted with various powers for dealings in financial matters from time to time, which shallaid in speedy implementation of various projects, activities and transactions whether routine or non-routine innature.

E. SHARE ALLOTMENT COMMITTEE

(i) Composition of the Share Allotment Committee are given below :




Mr. Hiten Khatau Member

Mr. Alok Sinha Member





Mr. Soli Cooper Member

21


(ii) Scope of the Committee

The Committee is entrusted with various powers with respect to matters of allotment of Equity Shares / PreferenceShares, Issue of Bonus Shares or Conversion of Compulsory Convertible Preference Shares (CCPS) or any otherConvertible Security and any other securities as may be previously approved by the Board and / or shareholdersin the General Meeting.

F. PROJECT MONITORING COMMITTEE

(i) Composition of the Project Monitoring Committee are given below :


Mr. Prabhakar Nene Chairman

Mr. Mukul S. Kasliwal Member

Mr. Hiten Khatau Member

Mr. Ajit Kapadia Member


Mr. Dennis Quinn (upto 31/7/2012) Member

(ii) The Object of the committee is to review the implementation of projects in hand and to give guidelines, directionsfor the business of the Company and to consider, approve new projects top be undertaken by the Company,adoption of new technology, research and development related to business etc. The decision taken by the committeeare conveyed to the board together with the views of all the members.

V. GENERAL BODY MEETINGS

(i) The details of the last three Annual General Meetings (AGMs) of the Company are as under

(ii) No Extra Ordinary General Meeting of the Members was held during the year 2012-2013

VI. MEANS OF COMMUNICATION

Timely disclosure of consistent, comparable, relevant and reliable information on corporate financial and performance is atthe core of good governance towards this end -

• The quarterly results / half yearly and annual results of the Company are published in the newspapers and also submittedto the Stock Exchange after conclusion of the Board Meeting.

• The Company communicates with the shareholders at large through its website www.entegra.co.in and through AnnualReports

• The Shareholding Pattern and Corporate Governance Compliance is displayed on NEAPS (NSE Electronic ApplicationProcessing System) website. i.e. www.connect2nse.com

Particulars F.Y.-2009-10 F. Y. – 2010-11 F.Y.-2011-12

Date

Location

29/09/2010

Sunville Hall, 2nd Floor,Orchid Room, 9, Dr. Annie

Basant Road, Worli,Mumbai – 400018.

Time

No. Of SpecialResolution passed

12.00 noon

4

15/09/2011

M.C.Ghaia Hall, 4th Floor,Bhogilal Hargovindas

Building, 18/20,K. Dubash marg,

Kala Ghoda,Mumbai – 400 001

3.00 p.m.

3

27/09/2012

Sunville Hall, 2nd Floor,Orchid Room, 9, Dr. Annie

Basant Road, Worli, Mumbai– 400018.

12.15 p.m

4

22


• All important information and official press release are displayed on the website for the benefit of the public at large.Analysts’ Reports/ Research Report, if any, are also uploaded on the website of the Company.

• The Company has complied with the applicable mandatory requirements of Clause 49 of the Listing Agreement.

• Management Discussion and Analysis Report form part of the Annual Report.

VII DISCLOSURES

(i) There are no materially significant related party transactions of the Company which have potential conflict with theinterest of the Company at large.

(ii) Details of non-compliance by the Company, penalties, strictures imposed on the Company by the Stock Exchanges orSEBI or any other authority, on any matter related to capital markets, during the last three year : NIL

(iii) Reconciliation of Share Capital AuditA qualified practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity sharecapital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited(CDSL) and the total issued and the listed equity share capital. The audit report confirms that the total issued paid-upcapital is in agreement with the total number of shares in physical form and the total number of dematerialized sharesheld with NSDL and CDSL.

VIII GENERAL SHAREHOLDER INFORMATION:

(i) 18th Annual General Meeting: -

Day & Date :- 28th September 2013

Time : - 11.30 a.m.

Venue : - Sunville Hall, “Orchid Room, 2nd Floor, 9, Dr. Annie Basant Road, Worli, Mumbai - 400018.

As required under Clause 49 (IV)(g)(i) of the Listing Agreements entered into with the Stock Exchanges particulars ofDirectors seeking appointment/re-appointment at the forthcoming Annual General Meeting (AGM) are given in theAnnexure to the Notice of the AGM to be held on 28th September 2013.

(ii) Financial Calendar (tentative) :-

(iii) Dividend Payment Date : N.A.

(iv) Listing of shares & Listing fees:The shares of the Company are listed on National Stock Exchange of India Limited and The Bombay Stock ExchangeLimited, Mumbai.

The Company has paid listing fees upto 31st March, 2013 to the National Stock Exchange of India Ltd. (NSE) andBombay Stock Exchange (BSE) where Company’s shares are listed.

Financial Year April 1 to March 31

First quarterly results Second week of August ,2013

Second quarterly / Half yearly results Second week of November,2013

Third quarterly results Second week of February, 2014

Annual results for the year ending on 31/03/2014 Second week of May,2014

Annual General Meeting Last week of September,2014

Name of the Stock Exchange Stock Code

The Bombay Stock Exchange Limited 532287

National Stock Exchange of India Limited ENTEGRA

23


(v) Corporate Identification Number (CIN) of the Company: L31101MH1995PLC085471

(vi) Market Price Data:

Market Price Data: High, Low during each month in last Financial Year is as under:

There were no outstanding GDRs/ADRs.

(vii) Registrar & Transfer Agents:M/s Bigshare Services Private LimitedE 2/3 Ansa Industrial Estate,Sakivihar Road, Saki Naka,Andheri (East), Mumbai 400 093Telephone nos.: - 022 - 28470652Fax no: - 022 - 28475207Email: [email protected] : www. bigshareonline.com

(viii) Share Transfer System:

The Company has appointed M/s Bigshare Services Private Limited as its Registrar and Transfer Agent. All sharetransfers and related operations are conducted by Bigshare, which is registered with SEBI. The Company has constitutedan Investors’ Grievances Committee for redressing Shareholders’/ Investors’ complaints.

(ix) Distribution of Shareholding as on 31st March 2013:

Month / Year Bombay Stock Exchange, Mumbai The National Stock Exchange of India Limited

High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

April 2012 10.79 6.69 10.70 6.70

May 2012 10.83 7.51 10.60 7.40

June 2012 10.75 9.15 10.80 9.40

July 2012 11.27 9.40 11.35 9.40

August 2012 10.63 8.12 10.50 8.10

September 2012 13.50 8.20 13.10 8.00

October 2012 10.65 8.00 10.65 8.20

November 2012 9.35 7.30 9.15 7.45

December 2012 10.97 7.90 10.55 8.00

January 2013 9.09 7.31 9.00 7.50

February 2013 8.00 6.78 8.00 7.00

March 2013 7.20 4.34 7.25 4.40

Range No. of shareholders % of Shareholders Total Holding (Rs) % of Total Capital

1 - 5000 16456 73.27 28256270 0.89

5001 - 10000 3343 14.88 21382280 0.67

10001 - 20000 1476 6.57 19939660 0.63

20001 - 30000 389 1.73 9646580 0.30

30001 - 40000 213 0.95 7437730 0.23

40001 - 50000 84 0.37 3802600 0.12

50001 - 100000 267 1.19 17928710 0.57

100001- 99999999 231 1.03 3063136260 96.58

Total 22459 100.00 3171530090 100.00

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(x) Shareholding Pattern as on 31st March, 2013:

(xi) Dematerialisation of Shares:The trading in Equity Shares of the company is permitted only in dematerialised form. A total of 96.53% shares areheld in dematerialised form with NSDL and CDSL as on 31st March, 2013.

(xii) Address for Correspondence:Corporate Office:4th Floor, Harchandrai HouseMaharshi Karve Road, Marine Lines (East),Mumbai – 400 002Tel No.: 022 6604 4242, Fax No.:022 6655 0320

Exclusive e-mail id for Investor Grievances:

Pursuant to clause 47(f) of the listing Agreement, the following e-mail id has been designated for communicating investors’grievances: [email protected]

(xiii) Subsidiary Companies:

(xiv)Group Companies:

The following persons and bodies corporate constitute the Group coming within the definition of ‘group’ as defined in theMonopolies and Restrictive trade Practices Act, 1969 (54 of 1969), which exercises, or is established to be in a position toexercise control directly or indirectly, over by the Company / Management of the Company:

INDIVIDUALS:

1. Shri Mukul S. Kasliwal & Family

2. Shri Warij A. Kasliwal & Family

BODIES CORPORATE

1. MW Corp Private Limited2. MW Infra Developers Limited

3. Raj Infin Private Limited

4. Girija Holdings Private Limited5. Shree Maheshwar Hydel Power Corporation Limited

6. Ennertech Biofuels Limited

7. Rajasthan Solar Power Company Private Limited

Name of the Subsidiary Date of Incorporation Date on which the Companybecame Subsidiary Company

Ennertech Biofuels Limited 12/07/1996 17/04/2007

Shree Maheshwar Hydel Power 11/05/1993 01/04/2008Corporation Limited

Rajasthan Solar Power Company 10/11/2009 10/11/2009Private Limited

Category No. of shares held % Holding

Promoters 237177103 74.78

Banks, Financial Institutions, Insurance Companies 8333210 2.63

Private Corporate Bodies 50739544 16.00

Indian Public 20658828 6.51

NRIs / OCBs 244324 0.08

Total 317153009 100.00

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8. Dasna Developers Private Limited

9. S. Kumars Life Assurance Corporation Limited10. MW Advisers Limited

11. MW Unitexx Limited

12. S. Kumars Limited13. Manmade Fabrics Sales Service Private Limited

14. Manors Textiles Limited

15. Hindon River Mills Limited16. Klopman India Private Limited

17. Klopman Textiles Private Limited

18. Klopman Holdings S.A.R.L.19. Klopman International S.r.l.

20. Klopman AG

21. Klopman GmbH22. Klopman Espana S.A.

23. Intex S.A.

24. MW Unitexx S.A.

Any body corporate and / or entity formed / promoted by any of the above.“Family” for this purpose includes spouse & children.

The above disclosure has been made, interalia, for the purpose of Regulation 3 (1) (e) of the Securities & Exchange Boardof India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

(xv) Compliance Certificate

Certificate from the Practicing Company Secretary, Roy Jacob & Co. confirming compliance with the conditions ofcorporate governance as stipulated under Clause 49 of Listing Agreement, is forming part of Annual Report.

(xvi) Reconciliation of Share Capital Audit Report

The Company has appointed Roy Jacob & Co., Practising Company Secretary, to conduct Reconciliation of ShareCapital Audit of the Company. The Audit is carried out every quarter and the report thereon is placed before the Boardof Directors & thereafter it is submitted to Stock Exchanges.

(xvii) CFO/CEO Certification

The CFO/CEO of the Company give certification on financial reporting and internal control of the Company to theBoard in terms of clause 49 and form part of the Annual Report.

(xviii) Green Initiative:

As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative’ taken by the Ministry ofCorporate Affairs, Government of India (MCA), by its recent Circulars, enabling electronic delivery of documentsincluding the Annual Report, Quarterly, Half Yearly Results etc. to shareholders at their e-mail address previouslyregistered with the Depository Participants (DPs)/Company/ Registrars & Share Transfer Agent.

Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses.Those holding shares in demat form can register their e-mail addresses with their concerned DPs. Shareholders whohold shares in physical form are requested to register their e-mail addresses with Bigshare Services Private Limited, bysending a letter, duly signed by the first / sole holder quoting details of Folio Number.

For and on behalf of the Board,

Sd/-Place: Mumbai Mukul S. KasliwalDate: 9th August 2013 Chairman

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CERTIFICATE BY CHIEF FINANCIAL OFFICER (CFO) ONFINANCIAL STATEMENTS OF THE COMPANY

I Mr. Sanjay Gopalan, Chief Financial Officer, certify that:A) We have reviewed financial statements and the cash flow statement for the year ended 31st March 2013 and that to the best of

my knowledge, information and belief:(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that

might be misleading:(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with current

accounting standards, applicable laws and regulations.B) There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year which are

fraudulent, illegal or violative of the Company’s code of conduct.C) The Company’s other officers and myself are responsible for establishing and maintaining internal controls for financial

reporting and we have evaluated the effectiveness of the internal control systems of the Company pertaining to financialreporting and I have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of internalcontrols, if any, of which I am aware and the steps I have taken or propose to take to rectify those deficiencies.

D) We have indicated to the auditors and the Audit Committee that:(i) No significant changes in internal control over financial reporting have taken place during the year.(ii) There have been no significant changes in the accounting policies made during the year and that the same have been

disclosed suitably in the notes to the financial statements; and(iii) There were no frauds during the year.

For ENTEGRA LIMITED

Sd/-Place: Mumbai Sanjay GopalanDate: 9th August 2013 Chief financial Officer

CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCETo,The Members ofENTEGRA LIMITED

We have examined the compliance of conditions of Corporate Governance by ENTEGRA LIMITED, for the year ended on 31stMarch, 2013, 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 toprocedures and implementation thereof, adopted by the Company for ensuring compliance of the conditions of the CorporateGovernance as stipulated in clause 49 of the above mentioned Listing Agreement. It is neither an audit nor an expression of opinionon 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 hasgenerally complied in all material respects with the conditions of Corporate Governance as stipulated in the above mentionedListing Agreement.We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

For Roy Jacob & CoCompany Secretaries

Sd/-Place: Mumbai (Roy Jacob)Date: 9th August 2013 Proprietor

C. P. No. 8220

DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCTAs provide under clause 49 of the listing Agreement with the Stock Exchange, the Board Members and Senior ManagementPersonnel have confirmed the compliance with the code of conduct and ethics for the period ended 31st March, 2013.

For ENTEGRA LIMITED

Sd/-Place: Mumbai SANJAY GOPALANDate: 9th August 2013 Chief financial Officer

27


INDEPENDENT AUDITORS’ REPORT

To the membersEntegra Limited

I. Report on the Financial Statements

We have audited the attached financial statements of Entegra Limited (hereinafter referred to as the Company), comprising

of the Balance Sheet as at 31st March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year thenended along with the Significant Accounting Policies and other explanatory information forming an integral part thereof.

II. Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to inSection 211(3C) of the Companies Act, 1956(hereinafter referred to as the Act). This responsibility includes the design,implementation and maintenance of internal control relevant to the preparation and presentation of the financial statementsthat give a true and fair view and are free from material misstatement, whether due to fraud or error.

III. Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit inaccordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depend on the Auditor’s judgment, including assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controlrelevant to the Company’s preparation and fair presentation of the financial statements in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies usedand the reasonableness of the accounting estimates made by the management, as well as evaluating the overall financialstatement presentation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a reasonablebasis for our audit opinion.

IV. Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of thematter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by theAct in the manner so required and give a true and fair view in conformity with the accounting principles generally acceptedin India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013;

(b) In the case of the Statement of Profit and Loss, of the Profit / 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

Emphasis of Matter

We draw attention to

Note 3(b) which states that in respect of payable to a bank, in absence of formal communication from the bank, an interestamounting to Rs. 4,7,73,11,367 has been provided in the books in the current year and total interest liability on account of thesaid loan is Rs 1,04,59,09,279 based on management’s estimate and the final liability will be determined on conclusion ofsettlement with bank.

V. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report)(Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of theAct, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order, to the extentapplicable to the Company during the year under review.

28


2. Further to our comments in the Annexure referred to in 1. above, as required by Section 227(3) of the Act, we report asfollows:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief werenecessary 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 fromour 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 inagreement with the books of account;

(d) In our opinion, the Balance Sheet and Cash Flow Statement comply with the accounting standards referred to insub-section (3C) of section 211 of the Act;

(e) Pursuant to Circular No. 8/2002 dated March 22, 2002 issued by the Department of Company Affairs, Ministry ofLaw, Justice & Company Affairs, Government of India, directors nominated by the Public Financial Institutions /Banks / Central & State Government are not liable to be disqualified for appointment as directors under theprovisions of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956. In respect of other directors,on the basis of the written representations received from the directors, as on March 31, 2013 and taken on recordby the Board of Directors, non of the directors is disqualified as on March 31, 2013 from being appointed as adirector in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

For Shyam Malpani & Associates

Chartered Accountants

Firm Registration No. 120438 W

Sd/-

Shyam Malpani

Proprietor

Membership No. F- 34171

Place : Mumbai,Date : 29th May, 2013

29


Annexure to the Auditors’ Report(Referred to in paragraph (V) 1 of our report of even date)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the

Company and taking into consideration the information and explanations given to us and the books of account and other records

examined by us in the normal course of audit, we report as under:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation offixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were

noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having

regard to the size of the Company and the nature of its assets.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year

(b) The procedures 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 physical

verification.

(iii) (a) The Company has not granted any loan any loans to any party covered under the register maintained under section 301

of the Act.

b) In our opinion, the rate of interest and other terms and conditions for such loan is not, prima facie, prejudicial to the

interest of the Company.

(c) In respect of the loan granted, repayment of the principal amount is as stipulated, however the interest payment has notbeen regular.

(d) The overdue amount in respect of interest due on the loan granted is more than rupees one lakh and reasonable steps

have not been taken by the Company for the recovery of such interest.

(e) The Company has taken a loan from one companies covered in the register maintained under section 301 of the Act.The maximum amount involved during the year was Rs. 24,20,02,578 and the year-end balance of loans taken from

such party was Rs. 24,20,02,578.

(f) In our opinion, the rate of interest and other terms and conditions for such loan is not prima facie prejudicial to the

interest of the Company.

(g) In respect of loans taken, the principal is repayable on demand and such loan is interest free.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the natureof its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course

of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

30


(v) The Company has not entered into contracts or arrangements referred to in section 301 of the Act. Accordingly, the

provisions of clause 4(v) of the Order are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AA of the Act

and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) The maintenance of cost records pursuant to the Rules made by the Central Government under section 209 (1)(d) of the

Companies Act, 1956 has been prescribed in respect of the class of the Company (Electricity industry). However, theCompany is exempt from the maintenance of such records as the aggregate value of the machinery and plant installed

as on the last date of the preceding financial year does not exceed the limits as specified for a small scale undertaking

under the provisions of the Industries (Development and Regulation) Act 1951 (65 of 91) i.e. Rs 100 Lakh.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees’ state

insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutorydues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has

been a slight delay in a few cases. No undisputed amounts payable in respect thereof were outstanding as at the

year end for a period of more than six months from the date they became payable.

(b) There are no dues in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess

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

(x) In our opinion, the Company’s accumulated losses at the end of the financial year are less than fifty per cent of its networth. Further, the Company has incurred cash losses of Rs 63,10,68,430 during the financial year covered by mour

audit and Rs. 54,21,53,217 in the immediately preceding financial year.

(xi) As stated in Note 3(b) and for the reasons stated in paragraph 4(i) of our audit report, we are unable to comment on the

extent of default in respect of period and amount payable to the bank in respect of the principal dues aggregating Rs.

275,00,00,000

Further, as explained in Note 3 (c) to the financial statements, the Company has filed an application with MPSIDC for

agreeing the terms of closure against an outstanding loan, which is currently under evaluation and the Companyexpects that it would not be required to repay an amount exceeding the liability of Rs. 52,27,53,000, which is already

provided in the books of account.

The Company has no dues to any debenture holders.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures

and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of

clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other

investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from

banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

31


(xvi) In our opinion, the Company has applied the term loans for the purpose for which the loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in theregister maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are notapplicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions ofclause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx)of the Order are not applicable.

(xxi) In our opinion, no fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Shyam Malpani & Associates

Chartered Accountants


Sd/-

Shyam Malpani

Proprietor

Membership No. F- 34171

Place : Mumbai,Date : 29th May, 2013

32


BALANCE SHEET AS AT 31ST MARCH 2013(Amount in Rs.)

Particulars Note As at As at31 March 2013 31 March 2012

I. EQUITY AND LIABILITIES

(1) Shareholder’s Funds(a) Share Capital 1 3,17,15,30,090 3,17,15,30,090(b) Reserves and Surplus 2 ( 66,07,62,010) ( 2,75,00,876)

(2) Non-Current Liabilities(a) Long term provisions 4 7,83,180 28,90,788

(3) Current Liabilities(a) Short-term borrowings 3 3,53,47,55,578 3,76,42,98,187(b) Trade payables 5 2,25,827 60,240(c) Other current liabilities 6 1,13,73,70,036 67,34,31,104(d) Short-term provisions 7 8,21,034 11,21,389

Total 7,18,47,23,735 7,58,58,30,922II. ASSETS

(1) Non-current assets(a) Fixed assets 8 (i) Tangible assets 22,02,749 40,97,912 (ii) Intangible assets 19,49,607 2,51,601 (iii) Capital Work in progress - 6,01,30,481 (iv) Intangible assets under development - 28,95,375(b) Non-current investments 9 6,18,15,18,476 6,18,35,18,476(c) Long term loans and advances 10 20,08,52,992 20,12,82,687(d) Other non-current assets 11 71,95,43,754 1,00,20,35,041

(2) Current assets(a) Inventories 12 - 6,89,543(b) Trade receivables 13 6,82,32,725 7,38,33,844(c) Cash and bank balances 14 97,28,083 5,33,95,636(d) Short-term loans and advances 15 2,08,320 8,75,043(e) Other current assets 16 4,87,029 28,25,283

Total 7,18,47,23,735 7,58,58,30,922

As per our attached Report of even dateFor Shyam Malpani & Associates For and on behalf of the BoardChartered Accountants

Sd/- Sd/- Sd/-Shyam Malpani Mukul S.Kasliwal Warij A. KasliwalProprietor Chairman Vice-Chairman

Sd/- Sd/-Rekha Jagdale Sanjay GopalanPresident (Corporate Affairs) Chief Financial& Company Secretary Officer

Place : Mumbai Place : MumbaiDate : 29th May 2013 Date : 29th May 2013

33


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2013(Amount in Rs.)

Particulars Note Year ended Year ended31 March 2013 31 March 2012

INCOMEI. Revenue from operations 17 38,28,066 82,858II. Other income 18 84,33,765 17,78,64,323

III. Total Revenue (I +II) 1,22,61,831 17,79,47,181

IV.EXPENDITUREPurchase of stock-in-trade 28,33,601 6,89,894Changes in inventories 6,89,543 (6,18,424)Employee benefit expense 19 53,82,495 1,98,84,521Finance costs 20 49,79,88,751 72,77,02,923Depreciation and amortisation 21 15,38,177 8,35,103Other expenses 22 8,09,51,820 8,55,07,354Pre Operative expenses written off 5,56,76,378 -

Total expenses 64,50,60,764 83,40,01,371

V. Profit before exceptional and extraordinary items and tax ( 63,27,98,933) ( 65,60,54,190)

VI. Exceptional Items 23 - ( 7,25,20,663)

VII Prior period adjustments 1,44,754 1,57,762

VIII. Profit before extraordinary items and tax (V-VI-VII) ( 63,29,43,687) ( 58,36,91,289)

IX. Extraordinary Items - -

X. Profit before tax (VIII-IX) ( 63,29,43,687) ( 58,36,91,289)Less: Tax ExpenseCurrent tax - -Deferred tax - -Fringe benefit tax - -

XI. Profit/(Loss) from the period from continuing operations ( 63,29,43,687) ( 58,36,91,289)

XII.Balance brought forward (1,15,37,40,139) ( 57,00,48,850)

XIII. Profit/(Loss) for the period (XI + XII) (1,78,66,83,826) (1,15,37,40,139)

XIV. Earning per equity share: (1) Basic (2.00) (2.54) (2) Diluted (2.00) (2.54)





34


CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2013(Amount in Rs.)

Particulars For the year ended For the year ended31 March 2013 31 March 2012

Net profit/(Loss) before tax and extraordinary items ( 63,29,43,687) ( 58,36,91,289)Adjustments for:Depreciation 15,38,177 8,35,103Interest and finance charges 49,79,88,751 72,77,02,923Interest income (67,78,190) ( 17,75,13,765)Provision for doubtful advances 83,92,269 10,41,840Provision for compensated absences (10,88,069) (1,56,206)Sundry balances provided for 45,34,695 3,93,42,196Foreign exchange fluctuation (5,390) 92,254Provision for leave encashment and gratuity (19,57,241) 4,09,276Sundry balances written back - (1,34,636)Miscellaneous income (16,55,576) (2,15,922)(Profit)/ Loss on sale of assignment - ( 7,25,20,663)Loss on sale of fixed assets 7,17,240 2,00,499Operating profit before working capital changes ( 13,12,57,022) ( 6,46,08,390)

Adjustments for working capital changes :(Increase)/decrease in inventory 6,89,543 (6,18,424)(Increase)/decrease in trade and other receivables 56,01,118 96,37,32,283Increase/(decrease) in trade and other payables 46,64,02,831 ( 14,05,85,243)Cash generated used in operations 34,14,36,471 75,79,20,226

Taxes Paid - -

Net cash flow from/(used) in operating activities 34,14,36,471 75,79,20,226

Cashflow from investing activitiesPurchase of Fixed Assets (9,06,583) (13,96,182)Amounts given under fixed deposits - 34,76,662Amounts received from fixed deposits 4,43,90,791 -Sale of Fixed Assets 17,43,698 1,35,123(Increase)/decrease in Pre-operative & CWIP 6,01,30,481 (83,96,216)(Increase)/decrease in Investments 20,00,000 6,23,63,636Net cash flow from/(used) in investing activities 10,73,58,387 5,61,83,023

Cashflow from financing activityLoans and advances received /(given) 27,29,98,995 ( 69,40,21,889)Bonus issue expenses (3,17,447) (11,55,608)Interest and finance charges paid ( 49,79,88,751) ( 22,17,06,712)Interest income received 67,78,190 15,66,84,107Proceeds from loans 1,63,43,318 17,08,85,927Payment of loans ( 24,58,85,926) ( 31,83,27,632)Net cash flow from/(used) in financing activities ( 44,80,71,621) ( 90,76,41,807)Net increase in cash & cash equivalents 7,23,240 ( 9,35,38,557)

Cash and cash equivalents - Opening balance 13,00,386 9,48,38,944Cash and cash equivalents - Closing balance 20,23,626 13,00,386

35






Note:Cash and cash equivalents include:

Cash in hand 1,82,402 2,41,723

Balance with schedule banks

- In current accounts 18,41,222 10,58,663 20,23,624 13,00,386

36


NOTES TO FINANCIAL STATEMENTS AS AT 31ST MARCH 2013

Particulars As at 31 March 2013 As at 31 March 2012

No. of shares Amounts No. of shares Amounts

NOTE - 1. Share capital

Authorised share capital

Equity Shares

Equity shares of Rs. 10/- each 46,45,10,000 4,64,51,00,000 46,45,10,000 4,64,51,00,000

Preference shares

Preference shares of Rs. 10/- each 53,60,00,000 5,36,00,00,000 53,60,00,000 5,36,00,00,000

1,00,05,10,000 10,00,51,00,000 1,00,05,10,000 10,00,51,00,000

Issued, subscribed and fully paid up

Equity shares

Equity shares of Rs. 10/- each 31,71,53,009 3,17,15,30,090 31,71,53,009 3,17,15,30,090

31,71,53,009 3,17,15,30,090 31,71,53,009 3,17,15,30,090

a) Reconciliation of share capital (Equity share capital)

Balance at the beginning of the year 31,71,53,009 3,17,15,30,090 10,68,59,071 1,06,85,90,710

Add : Bonus issue made during the year - - 7,46,23,938 74,62,39,380

Add: CCPS converted into equity shares - - 13,56,70,000 1,35,67,00,000

Balance at the end of the year 31,71,53,009 3,17,15,30,090 31,71,53,009 3,17,15,30,090

b) Reconciliation of share capital (Preference

share capital) Balance at the beginning of the year - - 13,56,70,000 1,35,67,00,000

Less : CCPS converted into equity shares during the year - - 13,56,70,000 1,35,67,00,000

Balance at the end of the year - - - -

c) Shares held by holding company and ultimate holding

company Shareholding structure

Equity shares of Rs.10/- each

MW Corp Private Limited - Ultimate holding company 24,17,799 2,41,77,990 24,17,799 2,41,77,990

MW Infra Developers Limited - Holding company 22,40,91,350 2,24,09,13,500 22,45,88,350 2,24,58,83,500

22,65,09,149 2,26,50,91,490 22,70,06,149 2,27,00,61,490

% of issued No. of shares % of issued No. of sharescapital capital

d) Shareholders holding more than 5% of the sharesEquity shares of Rs.10/- eachMW Infra Developers Limited 70.66% 22,40,91,350 70.81% 22,45,88,350Hakmans Financial Services & Securities Pvt. Ltd 11.25% 3,56,84,615 11.25% 3,56,84,615

25,97,75,965 26,02,72,965

37


NOTES TO FINANCIAL STATEMENTS AS AT 31ST MARCH 2013


Number No. of shares No. of shares No. of shares

e) Details of shares allotted as fully paid up by way ofbonus issues and brought back during the last 5 yearsEquity sharesYear ended Face value Bonus issue Buy back of Without payment

shares received in cash31 March 2013 - - - -31 March 2012 (Refer #1 below) 10 7,46,23,938 10 7,46,23,93831 March 2011 - - - -31 March 2010 - - - -31 March 2009 (Refer #2 below) - - - 50,00,000

Compulsory convertible preference sharesYear ended Face value Bonus issue Buy back of Without payment

shares received in cash31 March 2013 - - - -31 March 2012 - - - -31 March 2011 - - - -31 March 2010 - - - -31 March 2009 (Refer #2 below) - - - 13,56,70,000

#1: In the previous year 2011-12, the Company has issued bonus shares on equity shares in the ratio of 4:13 i.e. 4 (four) equityshares for every 13 (thirteen) equity shares held. The Company has issued a total of 7,46,23,938 shares on equity shares held on therecord date. This bonus issue also includes shares issued on 13,56,70,000 Compulsory Convertible Preference Shares (‘CCPS’)which were converted into equal number of equity shares, prior to the record date.

#2: Pursuant to the Scheme of Merger of SKG Power Ventures Private Limited (‘SKGPV’) with the Company, as approved by theshareholders and sanctioned by the Honourable High Court of Bombay, 5,00,000 equity shares of Rs. 10 each and 13,56,70,000CCPS of Rs. 10 each were issued to shareholders of SKG Power Ventures Private Limited for consideration other than cash.

#3 Term/Rights attached to equity sharesThe company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled toone vote per share except as otherwise stated.

Particulars As at As at31 March 2013 31 March 2012

NOTE -2. RESERVES AND SURPLUS

Securities premium reserveBalance at the beginning of the year 1,12,62,39,263 1,87,36,34,251Less : Utilised for issue of bonus shares - 74,62,39,380Less : Share issue expenses written off 3,17,447 11,55,608Balance at the end of the year 1,12,59,21,816 1,12,62,39,263

Surplus/(Deficit) in the statement of profit and lossBalance at the beginning of the year (1,15,37,40,139) ( 57,00,48,850)Add : Loss during the year ( 63,29,43,687) ( 58,36,91,289)Balance at the end of the year (1,78,66,83,826) (1,15,37,40,139)

Total ( 66,07,62,010) ( 2,75,00,876)

38


NOTES TO FINANCIAL STATEMENTS AS AT 31 MARCH 2013


BORROWINGSNOTE -3. SHORT TERM BORROWINGSSecured LoanLoans payable on demand - From banks 2,75,00,00,000 2,75,00,00,000Term LoansInter corporate deposits - 6,65,00,000Unsecured LoansMadhya Pradesh State Industrial Development Corporation Limited (‘MPSIDC’) 52,27,53,000 52,27,53,000Loans and advances from related parties 24,20,02,578 38,95,45,187Inter corporate deposits 2,00,00,000 3,55,00,000

Total 3,53,47,55,578 3,76,42,98,187

3. a) Security given against loans outstanding during current and previous years

Loans repayable on demand of Rs 25,00,00,000 and Rs 2,50,00,00,000 outstanding as on 31 March 2013.

• Extension of charge on Marol, MIDC property by S. Kumars Retailer Services Private Limited.

• Pledge of 4,05,37,530 of promoter’s equity shares in Entegra Limited and 10,07,970 equity shares of Shree Ram UrbanInfrastructure Limited as collateral security.

• Personal guarantee of the promoter directors and corporate guarantee of the parent company MW Infra Developers Limited.

3. b) Details of continuing default in payment

• In respect of principal amount payable to a bank aggregating Rs 2,75,00,00,000, there have been certain defaults, the bank hasceased to provide a statement of transactions for the interest and bank charges. In respect of the principal amount of Rs25,00,00,000, the Company had not repaid six quarterly installments amounting to Rs 9,00,00,000 and interest on such borrowingshas not been paid since February 2011. Further, the Company does not have available terms and conditions relating to theprincipal outstanding of Rs 2,50,00,00,000 and the interest thereon. The management is in process of negotiating with the bankfor settlement of these liabilities. In absence of formal communication from the bank, the interest of Rs. 47,73,11,367 has beenprovided in the current year further till date interest amounting to Rs.104,59,09,279 has been provided based on management’sestimate of the maximum possible liability as arrived from the discussion with the bank.. The management believes that provisionis adequate and the amount payable on final settlement will not exceed the liability provided in books.

3. c) Terms of repayment of term loans and other loans

• Inter Corporate Deposits are repayable on maturities carrying an interest rate of 21%.

• Term Loan of Rs.25,00,00,000 was repayable in sixteen quarterly installments commencing from October, 2011 of which firsttwelve installments were amounting to Rs.1,50,00,000 and balance four installments of Rs.1,75,00,000 per quarter. The loancarries an interest rate of 14% to 15.25%. Post non-payment of principal and interest thereon, the entire loan has been taken asrepayable on demand.

• The Company has recognized a liability of Rs 2,75,00,00,000 towards a loan repayable on demand. Based on discussions with thebank, interest on such loan has been accrued by the Company at the same rate as that of the term loan taken from the same bank.

• Loan from related party consists loan received from its subsidiary company , which is repayable on demand. The said loan hasan interest rate of 12%.

• The Company has filed an application with MPSIDC for agreeing the terms of closure of an outstanding loan against which theCompany made payments aggregating Rs. 22,09,76,000 till 11 July 2006. The application is under evaluation and the Companyexpects that on finalization of the terms, it would not be required to repay amount exceeding the amount of liability ofRs.52,27,53,000 already recognized in the books.

As on the date of the approval of these financial statements, a formal decision in respect of the Company’s above proposal is yetto be taken by the MPSIDC.

On 25 April 2011, the Company has also made a payment of Rs.3,00,00,000 as part settlement of this loan liability.

39



As at As at

Particulars 31 March 31 March

2013 2012

NOTE -4. LONG TERM PROVISIONS

Provision for employee benefits

- Gratuity (unfunded) 5,23,202 15,41,630

- Compensated absences (unfunded) 2,59,978 13,49,158

Total 7,83,180 28,90,788

NOTE- 5. TRADE PAYABLES

Other than those covered under Micro, Small and Medium Enterprises Development

Act, 2006

- For goods 2,25,827 60,240

Total 2,25,827 60,240

NOTE -6. OTHER CURRENT LIABILITIES

Interest accrued and due on loans 1,04,34,52,514 56,58,18,498

Interest accrued but not due on loans 46,87,226 37,95,673

Current maturities of long term debts - 84,693

Advance received from customers 5,05,17,500 5,06,88,370

Payables for expenses 1,76,97,579 1,73,51,578

Other liabilities

- Payables to related parties 49,32,477 1,10,22,220

- Others 1,60,82,740 2,46,70,072

Total 1,13,73,70,036 67,34,31,104

NOTE -7. SHORT-TERM PROVISIONS

Provision for employee benefits 8,21,034 11,21,389

Total 8,21,034 11,21,389

40

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41




NOTE-8. (A). PRE OPERATIVE EXPENSES (PENDING ALLOCATION)

[ Refer Note 25]

Opening balance 5,47,29,648 4,63,36,282

Add : Incurred during the year

Salary and other benefits 1,59,843 52,81,639

Conveyance - 4,949

Filing fees including registration fees - 9,000

Legal and professional - 10,92,134

Rent including lease rent - 1,90,250

Telephone and mobile charges 870 81,050

Postage and courier expenses - 250

Printing and stationery expenses - 3,359

Tour and traveling expenses 68,768 9,08,989

Bank charges 7,02,250 10,39,086

Books and periodicals - 749

Advertisement - 3,10,013

Hotel, boarding and lodging 11,367 2,52,062

Business promotion expenses - 23,663

Repairs and maintenance expenses 3,400 -

Conference fees - 85,287

Credit card expenses - 62,959

Entertainment - 239

Internet expenses - 26,152

Staff welfare expenses - 365

Computer expenses - 19,706

Franking and notary expenses - 5,000

Gifts - -

Sundry expenses 230 617

Other expenses - -

Site survey expenses - 2,84,750

Interest expenses - 40,490

Less : Expenses reversed during the period - (13,29,392)

Less : Expenses transferred to Profit & Loss A/c, no longer required ( 5,56,76,376) -

Total - 5,47,29,648

42




NOTE -9. NON CURRENT INVESTMENTSTrade InvestmentsQuotedInvestment in Non Convertible Debentures (NCDs) in Subsidiary company22, 9.75% NCDs (P.Y. 1350) of Rs.10 lakhs each fully paid of Shree MaheshwarHydel Power Corporation Ltd. 1,80,00,006 2,00,00,006

(A) 1,80,00,006 2,00,00,006UnquotedInvestment in subsidiariesEnnertech Biofuels Limited10,00,000 equity shares (P.Y. 10,00,000) of Rs. 10 each fully paid up 1,00,00,000 1,00,00,000

Rajasthan Solar Power Company Pvt. Ltd.10,000 equity shares (P.Y. 10,000) of Rs.10 each fully paid up 1,00,000 1,00,000

Shree Maheshwar Hydel Power Corporation Limited 6,15,29,90,000 6,15,29,90,00029,17,20,400 equity shares (P.Y.29,17,20,400) of Rs 10 each fully paid[Of the above shares, 29,17,20,400 (P.Y.29,17,20,400) have been pledgedwith the lenders of the Shree Maheshwar Hydel Power Corporation Ltd.]

Other Investments6,666 equity shares (P.Y. 6,666) of Rs.10 each fully paid up in IRIS EnergyPrivate Limited 2,99,970 2,99,970

(B) 6,16,33,89,970 6,16,33,89,970Non-Trade InvestmentsUnquotedInvestment in Government Securities9 (P.Y. 9) National Saving Certificates, VIII Issue 65,000 65,000Investment in equity sharesJanakalyan Sahakari Bank Limited 63,500 63,5006,350 equity shares (P.Y. 6,350) of Rs. 10 each fully paid up

(C) 1,28,500 1,28,500Total (A)+(B)+(C) 6,18,15,18,476 6,18,35,18,476Aggregate amount ofQuoted investments 1,80,00,006 2,00,00,006Market value of quoted investments*Unquoted investments 6,16,35,18,470 6,16,35,18,470*Even though the NCD investments are quoted on the National Stock Exchange,the same were not traded and hence the market value is not available.

43




NOTE -10. LONG TERM LOANS AND ADVANCESSecurity DepositUnsecured, considered good : 20,08,52,992 20,12,82,687Considered doubtful 1,00,000 0Less : Provision for doubtful advance (1,00,000) 0Total 20,08,52,992 20,12,82,687

NOTE -11. OTHER NON CURRENT ASSETS(Unsecured, considered good unless stated otherwise)Bank deposits with more than 12 months maturity 18,21,413 18,62,350Receivable from holding company against transfer of rights to equity shares[ Refer Note 26] 67,69,89,887 96,00,00,000Advance tax (net of provisions) 4,07,32,454 4,01,72,691Total 71,95,43,754 1,00,20,35,041

NOTE -12. INVENTORIESClosing stock of : - components used for renewable energy projects - 6,89,543Total - 6,89,543

NOTE -13. TRADE RECEIVABLESUnsecured, considered goodDue for period exceeding six monthsRelated party 6,35,66,001 6,35,66,001Others 43,33,994 1,02,67,843Doubtful 93,34,109 10,41,840Less: Allowance for bad and doubtful debts (93,34,109) (10,41,840)Others (less than six months) 3,32,730 -Total 6,82,32,725 7,38,33,844

NOTE - 14. CASH AND BANK BALANCES

NOTE - 14.(A) CASH AND CASH EQUIVALENTSCash in hand 1,82,402 2,41,723Balance with banks - In current accounts 18,41,222 10,58,663Total (A) 20,23,624 13,00,386

NOTE - 14.(B) OTHER BANK BALANCESBank deposit under lien [maturity more than 3 months but upto 12 months] 77,04,459 5,20,95,250

Total (B) 77,04,459 5,20,95,250Total (A+B) 97,28,083 5,33,95,636

44




NOTE - 15. SHORT TERM LOANS & ADVANCES

(Unsecured, considered good except otherwise stated)

Inter Company Deposits given to related party - -

Add: Interest accrued on Inter Company Deposits from related party - 2,24,65,576

Less : Provision created - ( 2,24,65,576)

- -

Advances recoverable in cash or kind or for value to be received

- Considered good 2,08,320 8,34,023

- Considered doubtful 8,25,000 1,77,01,620

Less : Provision (8,25,000) ( 1,77,01,620)

2,08,320 8,34,023

Advances to subsidiary - 41,020

Total 2,08,320 8,75,043

NOTE - 16. OTHER CURRENT ASSETS

Interest accrued on investments 4,87,029 28,25,283

Total 4,87,029 28,25,283

NOTE - 17. REVENUE FROM OPERATIONS

Sale of products (Domestic) 33,82,466 82,858

Sale of services (Domestic) 4,45,600 -

Total 38,28,066 82,858

Details of products sold

- Traded goods

- Sale of Renewable energy products 33,82,466 82,858

- Details of services sold

- Consultancy services 4,45,600 -

Total 38,28,066 82,858

NOTE - 18. OTHER INCOME

Interest Income

Interest income on OFCD’s 18,96,975 15,05,67,963

Interest income on ICD’s - 2,08,29,658

Interest income on bank fixed deposits 48,81,215 61,16,144

Other Non operating Income

Credit balances written back - 1,34,636

Miscellaneous receipts 16,55,576 2,15,922

Total 84,33,765 17,78,64,323

NOTE - 19. EMPLOYEE BENEFITS EXPENSE

Salaries, wages, and bonus 52,91,776 1,85,38,183

Gratuity 24,014 4,42,905

Compensated absences - 6,73,433

Staff welfare expenses 66,705 2,30,000

Total 53,82,495 1,98,84,521

45



NOTE - 20. FINANCE COST

Interest CostInterest on secured term/loan repayable on demand 47,73,13,026 68,78,72,356Interest unsecured loans 2,02,11,348 3,97,72,342Interest on others 4,64,376 58,225Total 49,79,88,751 72,77,02,923

NOTE - 21. DEPRECIATION AND AMORTISATIONDepreciation 3,40,808 6,60,920Amortisation 11,97,369 1,74,183Total 15,38,177 8,35,103

NOTE - 22. OTHER EXPENSES

Franking, stamp duty and notary expenses - 12,18,060Legal and professional charges 15,44,301 36,25,244Rent 39,06,894 78,68,748Guarantee fees 35,00,000 60,00,000Tour and traveling expenses 11,09,488 22,07,424Business promotion expenses 10,01,583 9,36,213Directors remuneration - 32,44,500Advertisement 1,13,866 4,16,647Motor car expenses 2,64,000 21,33,386Auditors remuneration [Refer Note 31] 13,09,130 11,80,464Printing and stationery expenses 1,37,691 7,64,447Hotel boarding and lodging 3,66,296 7,58,891Electricity expenses 7,70,948 8,90,939Exhibition expenses - 3,16,630Listing fees and share transfer fees 5,84,877 8,17,832Conveyance charges 1,80,655 3,84,010Telephone and mobile charges 2,52,301 4,68,064Office expenses 5,72,448 5,96,887Postage and courier charges 1,94,580 6,48,765Directors sitting fees 2,61,400 2,80,000Commission - 2,78,624Direct expenses 1,39,819 1,25,714Repairs and maintenance expenses 2,11,511 7,63,126Insurance 16,909 80,254Provision for doubtful advances 83,92,269 10,41,840Bank charges 63,860 2,06,340Liquidated damages 5,02,02,615 50,00,000Sundry balances provided for 45,34,695 3,93,42,196Other general expenses 13,19,686 39,12,109Total 8,09,51,820 8,55,07,354

NOTE - 23. EXCEPTIONAL ITEMS

Loss on redemption of OFCD’s [Refer Note 26] - 2,50,38,602(Profit)/ Loss on sale of assignment [Refer Note 26] - ( 9,75,59,265)

Total - ( 7,25,20,663)


46


NOTES FORMING PART OF THE FINANCIAL STATEMENTSSIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE FINANCIAL STATEMENTS

I. SIGNIFICANT ACCOUNTING POLICIES

1. Background information

Entegra Limited (“Entegra” or the “Company”) was incorporated in 1995 as a private limited company. In 2000, the Companywas converted into a public limited company. The Company is listed on Bombay Stock Exchange Limited and NationalStock Exchange of India Limited. Entegra is engaged in the development of integrated global renewable energy projects.

2. Basis of presentation

The financial statements are prepared and presented under the historical cost convention on the accrual basis of accountingand in accordance with the Accounting Standards notified in the Companies (Accounting Standard) Rules, 2006 and therelevant provisions of the Companies Act, 1956, to the extent applicable.

3. Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires managementto make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingentliabilities on the date of the financial statements. Management believes that the estimates made in the preparation of financialstatements are prudent and reasonable. Actual future period’s results could differ from those estimates. Any revisions toaccounting estimates are recognised in the period in which such revisions are made.

4. Significant accounting policies

4.1. Revenue recognition

i. Revenues from sales of goods are recognized on shipment or dispatch to customers and are recorded exclusive ofValue Added Taxes but are net of any sales returns.

ii. Revenues from services rendered are recognized on completion of the service and are recorded exclusive of Service Tax.iii. Interest income on deposits with banks and investments is recognized on a time proportion basis.iv. Dividend incomes on investments are accounted for when the right to receive the payment is established.

4.2. Purchases

Purchases are shown exclusive of Value Added Tax.

4.3. Fixed assets and depreciation

Fixed assets are stated at cost of acquisition/construction including any cost attributable to bringing the assets to theirworking condition, less accumulated depreciation and impairment loss, if any. Intangible assets are recorded at the considerationpaid for acquisition of such assets and are carried at cost less accumulated amortization and impairment.

Depreciation on fixed assets is provided on straight line method at the rates and in the manner prescribed in Schedule XIVof the Companies Act, 1956 and on pro-rata basis with reference to the month of additions / deductions. Fixed assets havingvalue lower than Rs.5,000 are depreciated fully in the year of acquisition / installation. Intangible assets are amortised overthe irrespective individual estimated useful lives on a straight-line basis, commencing from the date the asset is available tothe Company for its use.

4.4. Expenditure during construction period

Expenditure during construction period reflects an element of capital work in progress and includes directly attributablecosts that relate to the project and general and administration overheads as are specifically attributable to the construction ofthe project. Such expenditure is included under ‘Pre operative expenses (pending allocation) and will be capitalized underrelevant fixed asset accounts upon commencement of commercial generation of power.

4.5. Inventories

Inventories of components used for renewable energy projects have been valued at lower of cost or net realizable value.Civil construction materials are valued at cost.

47


4.6. Investments

Long term investments are stated at cost and provision is made to recognise any decline, other than temporary, in the valueof such investments.

4.7. Foreign currency transactions

Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transactions.Gains or losses resulting from the settlement of such transactions and from translation of monetary assets and liabilitiesdenominated in foreign currency are recognised in the statement of Profit and Loss.

4.8. Employee benefits

GratuityEmployees in India are entitled to benefits under the Payment of Gratuity Act, 1972, a defined benefit retirement plan coveringeligible employees of the Company. The Plan provides a lump-sum payment to eligible employees at retirement or on terminationof employment. The gratuity benefit conferred by the Company on its employees is equal to or greater than the statutory minimum.The Company provides for liability towards gratuity plan on the basis of actuarial valuation. The entire amount of gratuity isunfunded.

Compensated absencesThe Company’s liability towards compensated absences (leave encashment) is determined on an actuarial basis for the entireunavailed vacation balance standing to the credit of each employee as at period-end.

4.9. Borrowing costs

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the costof such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use orsale. All other borrowing costs are charged to the income statement.

4.10. Impairment of assets

The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based oninternal/external factors. An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. Animpairment loss, if any, is charged to statement of Profit and Loss in the year in which an asset is identified as impaired.Reversal of impairment losses recognised in prior years is recorded when there is an indication that the impairment lossesrecognised for the assets no longer exist or have decreased.

After impairment depreciation is provided on the revised carrying amount of the asset over its remaining useful life. However,the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usualdepreciation if there was no impairment.

4.11. Provisions and contingent liabilities

The Company creates a provision when there is present obligation as a result of a past event and it is probable that an outflowof resources embodying economic benefits will be required, and a reliable estimate can be made of the amount required tosettle the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligationthat may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligationin respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

4.12. Income taxes

Income tax expense comprises current income tax, deferred tax and fringe benefit tax.

Current taxesProvision for current income-tax is recognised in accordance with the provisions of Indian Income Tax Act, 1961, and ismade annually based on the tax liability after taking credit for tax allowances and exemptions.

Deferred taxesDeferred tax assets and liabilities are recognised for the future tax consequences attributable to timing differences that resultbetween the profits offered for income taxes and the profits as per the financial statements. Deferred tax assets and liabilitiesare measured using the tax rates and the tax laws that have been enacted or substantively enacted at the balance sheet date.

48


The effect of a change in tax rates on deferred tax assets and liabilities is recognised in the year that includes the enactment date.

Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realised in the future,however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognisedonly if there is virtual certainty, supported by convincing evidence of recognition of such assets. Deferred tax assets arereassessed for the appropriateness of their respective carrying values at each balance sheet date.

4.13. Leases

For operating leases, lease payments (excluding costs for services such as insurance and maintenance) are recognised as anexpense in the statement of profit and loss on a straight line basis unless another systematic basis is more representative ofthe time pattern of the user’s benefit, except where the rental is for pre operative activities in which case it is charged to ‘Preoperative expenses (pending allocation)’.

II. NOTES TO THE FINANCIAL STATEMENTS

24. Contingent liabilities

a) Corporate guarantees given to the Banks/Financial Institutions against credit facilities extended to another company- Rs. 19,33,00,00,000 (PY - Rs.19,33,00,00,000)

b) Bank guarantees Rs.17,38,000 (PY - Rs. 5,32,53,000)

25. Pre operative expenses written off during the year

During the year, the Company has written off Pre operative expenses amounting to Rs.5,56,76,378 in the statement of Profitand Loss of the Company which represent directly attributable expenditure incurred by the Company for setting up of 10MW Concentrated Solar Thermal Power Project (CSP) in Rajasthan. As the Company has decided not to continue with thesaid project. Further, the Company has also provided under the head liquated damaged an amount of Rs.5,00,00,000 whichwas given as bank guarantee for the said project which now has been invoked by the NTPC Vidyut Vypar Nigam Limited.

26. Investment in OFCD’s of SMHPCL

The Company had acquired 2,175 Optionally Fully Convertible Debentures (OFCDs) of its subsidiary Shree MaheshwarHydel Power Corporation Limited (SMHPCL) from a subscriber at a premium over face value in previous years forRs.3,06,24,79,337. The face value of such bonds was Rs.2,17,50,00,000, comprising of 1,350, 9.75% OFCDs and 825,10.75% OFCDs of Rs 10 Lakh each.

Such bonds were pledged to Yes Bank Limited as security for a term loan taken from such bank.

In September 2011, partial face value of such bonds was redeemed by SMHPCL as per the terms of the offer document. TheCompany, recorded a loss of Rs.2,50,38,602 on such redemption, being the proportionate portion of premium paid to acquiresuch bonds over the face value redeemed.

In November 2011, the Company, renounced its right to convert the OFCDs into equity shares of SMHPCL (which wereconvertible till 31 December 2011) SMHPCL granted a separate right to the Company for subscription of further equity inSMHPCL in lieu of the renounced right to convert the OFCDs, which is valid till 31 December 2012

The Company also transferred 1,328, 9.75% OFCDs and 825, 10.75% OFCDs to Yes Bank Limited at current face value, torepay its outstanding term loan and interest accrued thereon.

Subsequent to the transfer of bonds and lapse of conversion rights to such bonds as on 31 December 2011, the remainingpremium paid on acquisition of the bonds of Rs.86,24,40,735 has also been derecognized. Further, the rights to subscribe tofurther equity in SMHPCL were transferred to a group company for a consideration of Rs.96,00,00,000. Such receivablefrom the group company has been included in ‘Other Non-current assets’. Out of which an amount of Rs.28,30,10,113 hasbeen recovered during the year.

On the transfer of such rights the company has recorded a net gain of Rs.9,75,59,265 in its previous year, which has beenreflected as an exceptional item in the statement of Profit and Loss.

During the year, the Company has exercised their option not to convert OFCD into Equity capital of SMHPCL. Hence, theentire debentures have been classified as non-convertible in the books of the Company.

49


27. Lien on fixed deposits

The Company’s fixed deposits are under lien of the following parties pending completion of services projects as under;

Name of the parties As at 31 March 2013 As at 31 March 2012

NTPC Vidyut Vyapar Nigam Limited - 5,00,00,000

Madhyanchal Vidyut Vitran Nigam Limited - 3,36,000

Purvanchal Vidyut Vitran Nigam Limited - 9,44,000

Dakshinanchal Vidyut Vitran Nigam Limited 28,000 28,000

M.P.Urja Vikas Nigam Limited(RGPV) 17,10,000 17,10,000

Maharashtra Energy Development Agency (MEDA) - 2,50,000

Total 17,38,000 5,32,68,000

28. Employee retirement and other benefits

A) Defined benefit plan

Gratuity, which is a defined benefit, is accrued based on actuarial valuation at the Balance sheet date, carried out by anindependent actuary.

The following table sets forth the status of the gratuity plan of the Company and the amounts recognized in Company’sBalance Sheet as per AS 15 (revised). The gratuity plan is non-funded.

As at31 March 2013 As at31 March 2012

Present value of the defined benefit obligation at the end of the year 6,14,482 15,90,468

Net liability 6,14,482 15,90,468

The amount recognized in the statement of Profit and Loss in respect of the gratuity is as under;


Current service cost 1,88,420 4,10,948

Interest on defined benefit obligation 95,416 1,19,900

Net actuarial (gain)/loss on plan assets (2,59,822) (87,943)

Net gratuity cost 24,014 4,42,905

Reconciliation of present value of the obligation:


Opening defined benefit obligation 15,90,468 14,53,332

Interest cost 95,416 1,19,900


Benefit Paid (10,00,000) (3,05,769)

Actuarial (gain)/loss (2,59,822) (87,943)

Closing defined benefit obligation 6,14,482 15,90,468

Principal actuarial assumptions:


Discount rate 8.06% 8.25%

Salary escalation 15.00% 5.00%

Attrition rate 1.00% 2.00%

The estimates of the future salary increases, considered in actuarial valuation, take account of inflation, seniority,promotion and other related factors, such as supply and demand in the employment market.

50


B) Compensated absences

The Company has provided for leave encashment liability on actuarial valuation amounting to Rs.3,19,065 (PY -Rs. 14,89,847) for the year ended 31 March 2013.

29. Loans and advances in nature of loan to companies in which directors are interested

Sundry debtors, loans and advances and current liabilities include the following due from / payable to bodies corporateunder the same group in which the directors of the Company are interested as members/directors:

Name of entity Description As at31 March 2013 As at31 March 2012

MW Unitexx Ltd. Short term loans and advances 35,000 -

Maximum amount outstanding during the year is as follows:

Name of entity Description As at31 March 2013 As at31 March 2012

MW Unitexx Ltd. Short term loans and advances 64,00,000 14,06,29,253

30. Amounts due to suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006

The Company has not received any intimation from the suppliers regarding status under the Micro, Small and MediumEnterprises Development Act, 2006 (the Act) and hence the related disclosure regarding,

a) Amount due and outstanding to suppliers as at the end of the accounting year;

b) Interest paid during the year;

c) Interest payable at the end of the accounting year; and

d) Interest accrued and unpaid at the end of the accounting year,

has not been provided. The same has been relied upon by the auditors.

31. Auditor’s remuneration

Payment to auditors (including service tax) comprises of the following:

Particulars Year ended 31 March 2013 Year ended 31 March 2012

Statutory audit fees 3,37,080 6,61,800

Tax audit fees 2,24,720 2,20,600

Others 2,96,062 2,98,064

Total 8,57,862 11,80,464

32. Earnings/ (loss) per share

Compulsorily convertible preference shares have been considered for computing Diluted Earnings/ (loss) per share. Suchshares were anti-dilutive in the previous year.

Year ended 31 March 2013 Year ended 31 March 2012

Net profit/(loss) as per statement of Profit and loss (63,29,43,687) (58,36,91,289)

Weighted average number of Equity Shares during the 31,71,53,009 23,02,23,118year – Basic

Weighted average number of Equity Shares during the 31,71,53,009 23,02,23,118year – Diluted

Nominal value of shares (in Rs.) 10.00 10.00

Earnings/ (loss) per share (EPS) Basic (in Rs.) (2.00) (2.54)

Earnings/ (loss) per share (EPS) Diluted (in Rs.) (2.00) (2.54)

51


33. Current and deferred taxes

a) No provision for Current tax for the year was considered in view of the losses incurred by the Company during thecurrent financial year.

b) Deferred tax calculation is as follows:

Description As at 31 March 2013 As at 31 March 2012

Opening balance in deferred tax liability/(asset) (75,92,280) (64,00,206)

Add /(less):

Deferred tax liability/(asset) on account of fixed assets 2,33,532 75,006

Deferred tax liability/(asset) on account of LeaveEncashment (1,03,251) (4,83,381)

Deferred tax liability/(asset) on account of Provisionfor doubtful advances (33,28,568) (2,67,671)

Deferred tax liability/(asset) on account of Gratuity (1,99,369) (5,16,027)

Closing deferred tax liability/(asset) (1,09,90,207) (75,92,280)

c) Tax rate considered for the above purposes is 32.445% (PY - 33.22%).

d) The net deferred tax assets have not been recognised in the financial statements of the Company in accordance withAS 22 Accounting for taxes on income.

e) Considering the prudence aspect, no deferred tax asset has been recognized in the accounts on brought forwardbusiness losses and other assets as per the Income Tax Act, 1961.

34. Related party disclosures

(A) List of related parties

Ultimate parent company MW Corp Private Limited

Parent company MW Infra Developers Limited

Subsidiaries Ennertech Biofuels LimitedRajasthan Solar Power Company Private LimitedShree Maheshwar Hydel Power Corporation Limited

Fellow subsidiaries MW Unitexx LimitedDasna Developers Private LimitedHindon River Mills LimitedS. Kumars Limited

Enterprises where key management personnel Raj Infin Private Limitedhave significant influence or control Girija Holding Private Limited

Key Management Personnel Mukul S. Kasliwal – ChairmanWarij A. Kasliwal – Vice Chairman

52


(B) Transaction with Related Parties

Nature of transaction Holding Fellow Subsidiaries Key ManagementCompanies Subsidiaries Personnel

Income from investments - - 18,96,975 -

- - (15,05,67,963) -

Sale of Assignment - - -

(96,00,00,000) - - -

Income from Inter companydeposits - - - -

- (99,36,211) - -

Interest paid - - 1,63,44,953 -

- - (2,15,88,851) -

Guarantee fees paid 35,00,000 - - -

(60,00,000) - - -

Remuneration given - - - -

- - - (32,44,500)

Face value of equity sharesheld in subsidiary - - 2,92,73,04,000 -

- - (2,92,73,04,000) -

Advances given - 2,692 - -

- - (5,720 ) (3,997)

Advances received - 3,000 - -

(27,06,81,672) (12,98,82,000) (1,70,00,000) (1,78,857)

Liabilities settled 28,78,06,524 64,00,000

(10,76,27,030) - (1,55,00,000) (10,44,600)

Liabilities incurred 50,46,683 83,384 - 98,113

- - - -

Closing balance (Dr.) 67,69,89,887 6,35,86,035 -

(96,00,18,799) (7,99,18,403) (41,020) -

Closing balance (Cr.) 17,82,067 1,22,907 24,51,17,988 98,113

(16,54,17,721) (64,36,523) (22,87,52,685) (1,23,075)

Notes:

i. Related party relationships have been identified by the management and relied upon by the auditors.

ii. Figures in brackets represent those of the previous year.

53


(C) Disclosure in respect of material transactions with related parties

Particulars 2012 - 2013 2011 – 2012

(i) Income from investmentsShree Maheshwar Hydel Power Corporation Limited 18,96,975 15,05,67,963

(ii) Sale of assignment of rights to subscribe to further equityMW Infra Developers Limited - 96,00,00,000

(iii) Income from Inter corporate depositsMW Unitexx Limited - 99,36,211

(iv) Interest paidShree Maheshwar Hydel Power Corporation Limited 1,63,44,953 2,15,88,851

(v) Guarantees fees paidMW Corp Private Limited - 27,00,000

MW Infra Developers Limited 35,00,000 27,00,000

(vi) Advance givenMW Unitexx Limited - -Dasna Developers Pvt. Ltd. 2,692 -

Ennertech Biofuels Limited 9,065 -

Rajasthan Solar Power Company Pvt. Ltd. 2,930 -

(vii) Advance receivedMW Infra Developers Limited - 27,06,81,672

Shree Maheshwar Hydel Power Corporation Limited - 1,70,00,000MW Unitexx Limited 3,000 12,34,82,000

Dasna Developers Pvt. Ltd. 75,000 -

(viii) Liabilities settledMW Infra Developers Limited 28,30,10,113 10,14,89,978

Shree Maheshwar Hydel Power Corporation Limited - 1,55,00,000

MW Corp Private Limited 47,96,411 -MW Unitexx Limited 64,00,000 -

(ix) Liabilities incurredS. Kumars Limited 48,384 -MW Unitexx Limited 35,000 -

(x) Rental and other office administration expense paidMW Corp Private Limited 50,46,683 57,51,458

54


35. Segment reporting

The Company is engaged in the business of development of integrated global renewable energy projects and all operationscomprise part of a single business segment namely ‘Renewable Energy Services’. Therefore no separate segment informationhas been presented as per AS 17 ‘Segment Information’, notified by the Central Government under Companies (AccountingStandards) Rules, 2006

36. Operating leases.

The Company enters into leasing arrangements for office premises, guest houses and godown premises in general. Theleases are cancellable and are generally for a period of one year. There are no significant conditions, restrictions or contingentrents. The total rental expense recognized in the statement of profit and loss for the period is Rs.39,06,894 (PY -Rs. 78,68,748).

37. Current year losses

Loss of Rs.63,29,43,687 is largely on account of finance charges of Rs.49,79,88,751 on borrowings made for deployment inhydel power project, which has yet to commence operations.

38. Additional information pursuant to Part II of Schedule VI to the Companies Act, 1956

Additional information pursuant to Part II of Schedule VI to the Companies Act, 1956 as applicable is given below:

a) Quantitative Details of Goods Supplied to Energy Sector: Renewable Energy

Particulars Opening Stock Purchases Utilisation Closing Stock

Qty Amount Qty Amount Qty Amount Qty AmountBlocks,Briks,Cement & Sand 2 No’s 3,370.00 2 No’s 3,370.00 - -Civil Materials 161 No’s 2,41,73.89 161 No’s 24,173.89 - -Cement 3 kgs 58.15 3 kgs 58.15 - -Iron Structure 362 kgs 38,418.50 362 kgs 38,418.50 - -Miscelleneous Materials 2867 No’s 3,38,453.65 2867 No’s 3,38,453.66 - -Pipes 36.60 Mtrs 2,849.68 36.60 Mtrs 2,849.68 - -Solar Water Pumping System 10 No’s 2,03,900.00 10 No’s 2,03,900.00 - -SPV Home Light Sys. (37wp) 2 No’s 28,400.01 2 No’s 28,400.01 - -SPV Home Light Sys. (74wp) 1 No’s 28,500.00 1 No’s 28,500.00 - -SPV Lantern with Module 2 No’s 5,225.69 2 No’s 5,225.69 - -SSU-101 Solar Garden Light 1 No’s 409.50 1 No’s 409.50 - -SSU-10301 Solar Garden Light 1 No’s 3,228.75 1 No’s 3,228.75 - -SSU-10304 Solar Garden Light 1 No’s 5,355.00 1 No’s 5,355.00 - -Tank 2 No’s 7,200.00 2 No’s 7,200.00 - -Solar Water Heater - - 6 No’s 1,87,334.00 6 No’s 1,96,285.00 - -Battery - - 24 No’s 1,38,000.00 24 No’s 1,38,000.00 - -Cabling - - 3 No’s 91,500.00 3 No’s 91,500.00 - -Inverver - - 1 No’s 5,46,500.00 1 No’s 5,46,500.00 - -Material for Lattice Tower - - 3 Set 8,46,750.00 3 Set 8,46,750.00 - -Solar Water Heater - - 6 No’s 1,87,334.00 6 No’s 1,96,285.00 - -Solar Water Heater Systems(Raj Bhavan) - - 17 No’s 4,96,285.93 17 No’s 4,96,286.00 - -SPV Modules 100W - - 1 No’s 5,100.00 1 No’s 5,524.00 - -Structure & Battery Pack - - 1 No’s 55,000.00 1 No’s 55,000.00 - -Wind Solar Hybrid System - - 4 Set 29,74,971.00 4 Set 26,84,371.00 - -Wind Turbine with WindCharge Controller - - 3 Set 8,46,750.00 3 Set 8,46,750.00 - -

Total - 6,89,542.82 - 61,88,190.93 - 65,96,509.06 - -

55


b) Expenditure in foreign currency

For and on behalf of the Board

Sd/- Sd/- Sd/- Sd/-Mukul S. Kasliwal Warij A. Kasliwal Rekha Jagdale Sanjay GopalanChairman Vice-Chairman President (Corporate Affairs) Chief Financial Officer

& Company SecretaryPlace: MumbaiDate: 29th May 2013

Statement of particulars regarding Company’s interest in the subsidiary pursuant to Section 212 of the CompaniesAct, 1956.

1

2

(i)

(ii)

(iii)

3

(i)

(ii)

4

(i)

(ii)

Name of subsidiary as at 31 March 2013

The Company’s interest in subsidiary

No. of Shares held

Face Value

Extent of Holding

Net aggregate amount, so far as itconcerns members of the company andis not dealt with in the Company’saccounts of the subsidiary’s profits.

For the year ended 31st March, 2013

For previous financial years of thesubsidiary since it became a subsidiary.

Net aggregate amount of the profits sofar as those profits are dealt with orprovision is made for those losses in thecompany’s accounts.

For the year ended 31st March, 2013

For previous financial years of thesubsidiary since it became a subsidiary.

EnnertechBiofuels Limited

10,00,000

Rs.10 per Share

100.00%

Rs.74,693/-

Rs.67,23,626/-

Nil

Nil

Shree Maheshwar HydelPower Corporation Limited

Rajasthan Solar PowerCompany Private Limited

29,17,20,400

Rs.10 per Share

58.43%

Nil

Nil

Nil

Nil

10,000

Rs.10 per Share

100.00%

Rs.36,123/-

Rs.69,679/-

Nil

Nil

39. Recoverability of current assets and loans and advances

In the opinion of the Board, the current assets and loans and advances have a value on realization in the ordinary course ofbusiness at least equal to the amount at which they are stated and provision for all known and determined liabilities (exceptwherever otherwise stated) are adequate and not in excess of the amount reasonably necessary. Keeping in view the fact that theinvestments are of the long-term nature, no diminution in the book value of the said investments is considered during the year.

40. Previous year’s figures have been regrouped/ rearranged/ reclassified wherever necessary




Year ended 31 March 2013 Year ended 31 March 2012

Expenditure incurred in foreign currency Nil Rs.32,88,406

56


Independent Auditor’s Report on Consolidated Financial Statements

The Members,Entegra Limited

Report on the Financial Statements

1. We have audited the accompanying consolidated financial statements of Entegra Limited (the “Company”) and its subsidiaries(collectively referred to as “the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2013, theConsolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended and a summaryof significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

2. Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of theconsolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordancewith accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of theCompanies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internalcontrol relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view andare free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted ouraudit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the consolidated financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidatedfinancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal control relevant to the Group’s preparation and presentation of the consolidated financialstatements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accountingestimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Webelieve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion

As stated in the Note no as referred below of the financial statement:

(i) Note No 35, as regards to one of our subsidiary company regarding pending approval from lenders except PowerFinance Corporation Limited (PFC) amounting to Rs. 15718.52 lacs has been classified as ‘long term borrowings’instead of ‘other current liabilities’

(iv) Note No. 35, as regards to one of our subsidiary company regarding non provision has been made for penal chargesof Rs. 114.83 lacs. This constitutes departure from compliance with Para 14 of Accounting Standard 29 on “Provisions,Contingent Liabilities and Contingent Assets”.

Accordingly, (i) long term borrowings would have reduced by Rs. 15718.52 lacs and other Current Liabilities have been increasedby Rs. 15833.35 lacs (ii) Pre-operative expenditure during construction period (Pending allocation) as well as other CurrentLiabilities would have increased by ‘114.83 lacs

Opinion

5. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of thematter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by theAct in the manner so required and give a true and fair view in conformity with the accounting principles generally acceptedin India:

57


(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2013;

(b) in the case of the Consolidated Statement of Profit and Loss, of the profit of the Group for the year ended on that dateand

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

Emphasis of Matter

We draw attention to

Note 3(b) which states that in respect of payable to a bank, in absence of formal communication from the bank, an interestamounting to Rs. 47,73,11,367 has been provided in the books in the current year & total Intrest Liability on account of the saidloan is Rs. 1,04,59,09,279 based on management’s estimate and the final liability will be determined on conclusion of settlementwith bank.

Note No.34 of the financial statements, regarding the preparation of financial statements of the Company on a going concern basis.In view of the matter stated therein relating to commencement of operations of the Company and the recent positive developments,accompanying financial statements have been prepared under going concern assumption.

Our opinion is not qualified in respect of this matter.

Other Matters

6. We did not audit the financial statements of one subsidiary, whose financial statements reflect total assets (net) of Rs 4,13,792.11Lacs as at March 31, 2013, total revenue (net) of Rs Nil and net cash flows amounting to Rs 57.02 Lacs for the year endedon that date. These financial statements / consolidated financial statements have been audited by other auditors whosereports have been furnished to us and our opinion, is based solety on the reports of the other auditors.

Our opinion is not qualified in respect of other matters.

For Shyam Malpani & AssociatesChartered Accountants


Sd/-ShyamMalpani

ProprietorMembership No. F- 34171

Place : MumbaiDate : 29th May, 2013

58


CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2013(Amount in Rs.)

Particulars Note As at As at31 March 2013 31 March 2012

I. EQUITY AND LIABILITIES

(1) Shareholder’s Funds (a) Share Capital 1 3,17,15,30,090 3,17,15,30,090(b) Reserves and Surplus 2 ( 15,19,60,453) 20,15,91,985

(2) Non-Current Liabilities (a) Long-term borrowings 3 24,57,11,34,708 24,93,27,71,071(b) Other long term liabilities 4 87,20,05,502 78,92,34,092(c) Long term provisions 5 1,43,44,723 1,48,19,115

(3) Current Liabilities (a) Short-term borrowings 3 5,09,76,08,003 4,29,39,38,658(b) Trade payables 6 10,79,15,433 68,04,41,848(c) Other current liabilities 7 9,97,10,53,475 4,25,23,80,750(d) Short-term provisions 8 16,33,19,782 16,99,79,293

Minority Interest 2,07,55,86,000 2,07,55,86,000

Total 45,89,25,37,263 40,58,22,72,902

II.Assets

Goodwill on consolidation 3,23,57,86,000 3,23,57,86,000

(1) Non-current assets (a) Fixed assets 9 (i) Tangible assets 14,27,50,929 14,99,35,878 (ii) Intangible assets 20,78,318 4,66,119 (iii) Capital Work in progress 40,83,22,70,658 35,25,47,33,395 (iv) Intangible assets under development 68,25,614 97,20,989(b) Non-current investments 11 4,28,470 4,28,470(c) Long term loans and advances 12 43,54,28,174 44,05,60,277(d) Other non-current assets 13 76,35,38,348 1,12,14,37,483

(2) Current assets (a) Inventories 14 - 6,89,543(b) Trade receivables 15 6,82,32,725 7,38,33,844(c) Cash and cash equivalents 16 1,78,41,765 5,58,92,935(d) Short-term loans and advances 17 38,69,12,508 23,59,94,733(e) Other current assets 18 4,43,754 27,93,236

Total 45,89,25,37,263 40,58,22,72,902




Place : Mumbai Place : Mumbai

Date : 29th May 2013 Date : 29th May 2013

59


CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2013(Amount in Rs.)

Particulars Note Year ended Year ended31 March 2013 31 March 2012

INCOMEI. Revenue from operations 19 38,28,066 82,858II.Other income 20 65,36,790 2,72,96,360III. Total (I+II) 1,03,64,856 2,73,79,218

IV.EXPENDITUREPurchase of stock-in-trade 28,35,966 6,89,894Changes in inventories 6,89,543 (5,47,674)Employee benefit expense 21 53,82,495 1,98,84,521Finance costs 22 21,62,72,265 47,33,34,264Depreciation and amortisation 23 15,61,441 8,58,367Other expenses 24 8,10,32,327 8,55,31,772Pre operative expenditure written off 5,56,76,378 -

Total expenses 36,34,50,414 57,97,51,144

V. Profit before exceptional and extraordinary items and tax ( 35,30,85,558) ( 55,23,71,926)

VI. Exceptional items 25 - ( 7,25,20,663)

VII.Prior Period adjustments 1,44,754 1,57,762

VIII. Profit before extraordinary items and tax (V-VI-VII) ( 35,32,30,312) ( 48,00,09,025)

IX. Extraordinary items - -

X. Profit before tax (VIII - IX) ( 35,32,30,312) ( 48,00,09,025)Less: Tax ExpenseCurrent tax - -Deferred tax 4,680 8,218Fringe benefit tax - -

XI. Profit(Loss) from the period from continuing operations ( 35,32,34,992) ( 48,00,17,243)

XII. Balance brought forward ( 92,46,47,278) ( 44,46,30,035)

XIII. Profit/(Loss) for the period (XI + XII) (1,27,78,82,269) ( 92,46,47,278)

XIV. Earning per equity share: (1) Basic (1.11) (2.09) (2) Diluted (1.11) (2.09)




Place : Mumbai Place : Mumbai

Date : 29th May 2013 Date : 29th May 2013

60


For the year ended For the year ended31 March 2013 31 March 2012

Net profit before tax and extraordinary items ( 35,32,34,993) ( 48,00,09,025)Adjustments for:Depreciation 15,61,441 8,58,367Interest and financial charges 21,62,72,266 47,33,34,264Interest income (48,81,215) ( 2,69,45,802)Deferred Tax 4,680 -Provision for doubtful advances 83,92,269 10,41,840Provision for leave travel allowance (10,88,069) (1,56,206)Sundry balances written off 45,34,695 3,93,42,196Foreign exchange fluctuation (5,390) 92,254Provision for compensated absences and gratuity (19,57,241) 4,09,276Sundry balances written back - (1,34,636)Miscellaneous income (16,55,576) (2,15,922)(Profit)/ Loss on sale of assignment - ( 7,25,20,663)Loss on sale of fixed assets 7,17,240 2,00,499Operating profit/(loss) before working capital changes ( 13,13,39,894) ( 6,47,03,559)

Adjustments for working capital changes :(Increase)/decrease in inventory 6,89,543 (5,47,674)(Increase)/decrease in trade and other receivables 55,39,018 96,37,32,283Increase/(decrease) in trade and other payables 46,64,62,128 ( 36,62,32,048)Cash used operations 34,13,50,796 53,22,49,003Taxes Paid (net of interest on income tax refunds) (25,12,612) ( 1,07,87,966)

Net cash flow from/(used) in operating activities Total (A) 33,88,38,183 52,14,61,039

Cashflow from investing activities(Increase)/decrease in pre-operative expenses (5,19,76,82,643) (3,83,18,56,365)Adjustment for Depreciation 52,06,313 59,99,407 Interest & other financial expenses 3,67,28,35,340 3,02,82,55,522Loss on sale of fixed assets 3,660 8,594Provision for income tax - 96,93,493Wealth tax 13,183 75,585Short provision of Fringe Benefit Tax for earlier years - 2,02,018Purchase of fixed assets (9,06,583) (1,396,182)Amounts given under fixed deposits - 34,76,662Amounts received from fixed deposits 4,43,90,791 -Sale of Fixed Assets 17,43,698 1,35,123

Adjustment for movement in working capitalIncrease/(decrease) in sundry creditors & other payables 1,16,55,90,543 1,75,50,99,441(Increase) / decrease in loans & advances ( 7,31,62,900) 44,74,51,567Purchase/disposal of fixed assets 1,42,357 (12,22,896)(Increase)/decrease in CWIP ( 11,05,65,055) ( 68,01,04,134)(Increase)/decrease in capital advances 60,56,720 3,83,15,730

Net cash flow from/(used in) investing activities Total (B) ( 48,63,34,577) 77,41,33,566

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2013(Amount in Rs.)

61






For the year ended For the year ended31 March 2013 31 March 2012

Cashflow from financing activityLoans and advances received back/(given) 27,29,98,993 ( 69,40,13,487)Bonus issue expenses (3,17,447) (1,155,608)Proceeds from issue of share capital - 1,00,00,00,000Repayment of debentures ( 36,36,36,363) ( 36,36,36,362)Interest and finance charges paid ( 58,30,01,903) (1,57,33,44,748)Interest Income 2,12,26,168 2,77,04,995Proceeds from loans 1,05,04,52,493 46,40,68,305Payment of loans ( 24,38,85,926) ( 25,59,63,995)

Net cashflow from/(used in) financing activities Total (C) 15,38,36,014 (1,39,63,40,900)Net decrease in cash & cash equivalents Total (A+B+C) 63,39,621 ( 10,07,46,298)Cash and cash equivalents - Opening balance 37,97,685 10,45,43,983Cash and cash equivalents - Closing balance 1,01,37,306 37,97,685

Note:Cash and cash equivalents include:Cash in hand 3,84,243 3,99,575Balance with schedule banks - In current accounts 38,56,767 33,98,110 - In fixed deposits (with maturity upto 3 months) 5,896,296 0

1,01,37,306 37,97,685

62


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2013


No. of shares Amounts No. of shares Amounts

NOTE - 1. Share capital

Authorised share capital Equity shares Equity shares of Rs. 10/- each 46,45,10,000 4,64,51,00,000 46,45,10,000 4,64,51,00,000

Preference shares Preference shares of Rs. 10/- each 53,60,00,000 5,36,00,00,000 53,60,00,000 5,36,00,00,000

1,00,05,10,000 10,00,51,00,000 1,00,05,10,000 10,00,51,00,000Issued, subscribed and fully paid upEquity sharesEquity shares of Rs. 10/- each 31,71,53,009 3,17,15,30,090 31,71,53,009 3,17,15,30,090

31,71,53,009 3,17,15,30,090 31,71,53,009 3,17,15,30,090

a) Reconciliation of share capital (Equity share capital)Balance at the beginning of the year 31,71,53,009 3,17,15,30,090 10,68,59,071 1,06,85,90,710

Add : Bonus issue made during the year - - 7,46,23,938 74,62,39,380

Add: CCPS converted into equity shares - - 13,56,70,000 1,35,67,00,000

Balance at the end of the year 31,71,53,009 3,17,15,30,090 31,71,53,009 3,17,15,30,090

b) Reconciliation of share capital (Preferenceshare capital) Balance at the beginning of the year - - 13,56,70,000 1,35,67,00,000

Less : CCPS converted into equity shares during the year - - 13,56,70,000 1,35,67,00,000

Balance at the end of the year - - - -

c) Shares held by holding company and ultimateholding company Shareholding structure

Equity shares of Rs.10/- each

MW Corp Private Limited - Ultimate holding company 24,17,799 2,41,77,990 24,17,799 2,41,77,990

MW Infra Developers Limited - Holding company 22,40,91,350 2,24,09,13,500 22,45,88,350 2,24,58,83,500

22,65,09,149 2,26,50,91,490 22,70,06,149 2,27,00,61,490

% of issued No. of shares % of issued No. of sharescapital capital

d) Shareholders holding more than 5% of the sharesEquity shares of Rs.10/- each

MW Infra Developers Limited 70.66% 22,40,91,350 70.81% 22,45,88,350

Hakmans Financial Services & Securities Pvt. Ltd 11.25% 3,56,84,615 11.25% 3,56,84,615

Preference shares of Rs. 10/- each

MW Infra Developers Limited - - -25,97,75,965 26,02,72,965

63




Number No. of shares No. of shares No. of shares

e) Details of shares allotted as fully paid up by way ofbonus issues and brought back during the last 5 yearsEquity sharesYear ended Face value Bonus issue Buy back of Without payment

shares received in cash31 March 2013 - - - -31 March 2012 (Refer #1 below) 10 7,46,23,938 10 7,46,23,93831 March 2011 - - - -31 March 2010 - - - -31 March 2009 (Refer #2 below) - - - -

Compulsory convertible preference sharesYear ended Face value Bonus issue Buy back of Without payment

shares received in cash31 March 2013 - - - -31 March 2012 - - - -31 March 2011 - - - -31 March 2010 - - - -31 March 2009 (Refer #2 below) - - - 13,56,70,000

#1: In the previous year 2011-12, the Company has issued bonus shares on equity shares in the ratio of 4:13 i.e. 4 (four) equityshares for every 13 (thirteen) equity shares held. The Company has issued a total of 7,46,23,938 shares on equity shares held onthe record date. This bonus issue also includes shares issued on 13,56,70,000 Compulsory Convertible Preference Shares (‘CCPS’)which were converted into equal number of equity shares, prior to the record date.

#2: Pursuant to the Scheme of Merger of SKG Power Ventures Private Limited (‘SKGPV’) with the Company, as approved by theshareholders and sanctioned by the Honourable High Court of Bombay, 5,00,000 equity shares of Rs. 10 each and 13,56,70,000CCPS of Rs. 10 each were issued to shareholders of SKG Power Ventures Private Limited for consideration other than cash.

#3 Term/Rights attached to equity sharesThe company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitledto one vote per share except as otherwise stated.


Note - 2 RESERVES AND SURPLUS

Securities premium reservesBalance at the beginning of the year 1,12,62,39,263 1,87,36,34,251Less : Utilised for issue of bonus shares - 74,62,39,380Less : Share issue expenses written off 3,17,447 11,55,608Balance at the end of the year 1,12,59,21,816 1,12,62,39,263

Surplus/(Deficit) in the statement of profit and lossBalance at the end of the year (1,27,78,82,269) ( 92,46,47,278)

( 15,19,60,453) 20,15,91,985

64



Note - 3 LONG TERM BORROWINGS

Secured Loan Term Loan - From banks 4,20,81,79,735 4,20,81,79,735 - From financial institutions 13,96,22,11,430 13,96,22,11,430

Vehicle loans - -Zero Coupon Bonds (‘ZCB’) 3,42,66,98,092 3,42,66,98,092

Total (A) 21,59,70,89,257 21,59,70,89,257

Unsecured Borrowings

Non Convertible Debentures

2,175, 9.75% Non Convertible Debentures of Rs.10,00,000 each fully paid up 1,56,38,18,176 1,75,95,45,449

[Bearing 9.75% rate of Interest, redemption started from 23rd Sep. 2011 in 22

Half yearly Installments]

1,825, 10.75% Non Convertible Debentures of Rs.10,00,000 each fully paid up 1,41,02,27,275 1,57,61,36,365

[Bearing 10.75% rate of Interest, redemption started from 14th Feb 2012 in 22

Half yearly Installments]

Total (B) 2,97,40,45,451 3,33,56,81,814

Total (A+B) 24,57,11,34,708 24,93,27,71,071

Note - 3. SHORT TERM BORROWINGS

Secured Loan

Loan repayable on demand

- From banks 2,75,00,00,000 2,91,55,71,669

- From other parties - 38,59,00,000

Inter corporate deposits - 6,65,00,000

Unsecured Loans

Madhya Pradesh State Industrial Development Corporation Limited

(‘MPSIDC’) 52,27,53,000 52,27,53,000

Power Finance Corporation Limited 1,13,89,00,000 -

Loans & advances from related party 65,07,29,508 29,35,91,273

Inter corporate deposits 2,00,00,000 3,66,22,716

Other interest free loans 1,52,25,495 7,30,00,000

Total 5,09,76,08,003 4,29,39,38,658


65


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2013

Security given against loans outstanding during current and previous year

Loans repayable on demand of Rs 25,00,00,000 and Rs 2,50,00,00,000 outstanding as on 31 March 2013

• Extension of charge on Marol, MIDC property by S. Kumars Retailer Services Private Limited.

• Pledge of 4,05,37,530 of promoter’s equity shares in Entegra Limited and 10,07,970 equity shares of Shree Ram Urban InfrastructureLimited as collateral security.

• Personal guarantee of the promoter directors and corporate guarantee of the parent company MW Infra Developers Limited.

Zero Coupon Bonds (‘ZCB’)

Above Term Loans and ZCBs together with all interest, additional interest, default interest/ liquidated damages shall be secured by:

a) a first mortgage and charge of all the immovable properties including the properties pertaining to the Project both present andfuture;

b) a first charge by way of hypothecation of all the moveable properties including moveable machinery, machinery spares, equipments,tools, accessories, both present and future; and (ii) escrow receivables collected by State Electricity Board from a particular circleacceptable to the Lenders and the arrangement to make such escrow receivables shall be made three months prior to COD;

c) An assignment by way of first charge of:

i) all the rights, title and interests of the Borrower in, to and under all the Receivables, Accounts including Retention Accounts andbook debts, both present and future,

ii) the right, title and interest of the Borrower in, to and under all (a) of the Project Documents, and (b) the guarantees, letters ofcredit other performance bonds, indemnities, liquidated damages and contractors guarantees that may be furnished in favour ofthe Borrower by the various counter-parties under the Project Documents such as PPA (including the connecting securities)and EPC Contracts, after obtaining the written consent of the parties thereto, if necessary, and

iii) the right, title and interest of the Borrower in, to and under all the Government Approvals, insurance policies and uncalledcapital of the Borrower in the Project;

iv) letter of credit from MPSEB covering 1.05 months of tariff payment to the Borrower;

d) Personal Guarantee and Corporate guarantee:

(i) Irrevocable and unconditional Personal Guarantee by Shri. Mukul S. Kasliwal to cover the total aggregate liability towards theLenders, together with all interest, liquidated damages, costs, charges, expenses and all other monies for the Aggregate outstandingloan .

(ii) Irrevocable and unconditional Corporate guarantee by M/s Entegra Ltd and M/s MW Infra Developers Limited to cover thetotal aggregate liability towards the Lenders, together with all interest, liquidated damages, costs, charges, expenses and allother monies for the Aggregate outstanding loan.

e) Pledge of Shares to the satisfaction of the Lenders in the manner stipulated below;

(i) Pledge of entire shareholding held by the Promoters in the equity capital of the Borrower together with any future accretionsshall remain pledged till the Final Settlement Date; and

(ii) in the event of the Borrower going for fresh issue of shares, it shall ensure that a minimum 51% of equity shares of the companyin the capital of the Borrower is always held by the Promoters and shall stand pledged. The aforesaid mortgages, charges,pledge, Guarantees and assignments shall in all respects rank pari-passu interse amongst each of the Lenders for their Loansprovided/to be provided to the Borrower for implementation of the Project . Provided that any mortgages/charges to be createdby the Borrower in favour of the Subordinate Lender, if any shall rank second, subsequent and subservient to the charges/mortgages created/ to be created by the Borrower in favour of the Lenders.

66


e) Details of continuing default in payment

In respect of principal amount payable to a bank aggregating Rs 2,75,00,00,000, there have been certain defaults, the bank hasceased to provide a statement of transactions for the interest and bank charges. In respect of the principal amount of Rs 25,00,00,000,the Company had not repaid six quarterly installments amounting to Rs 9,00,00,000 and interest on such borrowings has not beenpaid since February 2011. Further, the Company does not have available terms and conditions relating to the principal outstandingof Rs 2,50,00,00,000 and the interest thereon. The management is in process of negotiating with the bank for settlement of theseliabilities. In absence of formal communication from the bank, the interest of Rs. 47,73,11,367 has been provided in the currentyear further till date interest amounting to Rs.104,59,09,279 has been provided based on management’s estimate of the maximumpossible liability as arrived from the discussion with the bank.. The management believes that provision is adequate and the amountpayable on final settlement will not exceed the liability provided in books.

Terms of repayment of term loans and other loans

1. Inter Corporate Deposits are repayable on maturitiescarrying an interest rate of 21%.

2. Term Loan of Rs.25,00,00,000 was repayable in sixteen quarterly installments commencing from October, 2011 of which firsttwelve installments were amounting to Rs.1,50,00,000 and balance four installments of Rs.1,75,00,000 per quarter. The loancarries an interest rate of 14% to 15.25%.Post non-payment of principal and interest thereon, the entire loan has been taken asrepayable on demand.

3. The Company has recognized a liability of Rs 2,75,00,00,000 towards a loan repayable on demand. Based on discussions with thebank, interest on such loan has been accrued by the Company at the same rate as that of the term loan taken from the same bank.

4. Loan from related party consists loan received from its subsidiary company , which is repayable on demand. The said loan has aninterest rate of 12%.

5. The Company has filed an application with MPSIDC for agreeing the terms of closure of an outstanding loan against which theCompany made payments aggregating Rs. 22,09,76,000 till 11 July 2006. The application is under evaluation and the Companyexpects that on finalization of the terms, it would not be required to repay amount exceeding the amount of liability of Rs.52,27,53,000Lakh already recognized in the books.As on the date of the approval of these financial statements, a formal decision in respect ofthe Company’s above proposal is yet to be taken by the MPSIDC. On 25 April 2011, the Company has also made a payment ofRs.3,00,00,000 as part settlement of this loan liability.

6. Zero Coupon Bonds - Bearing 0% rate of Interest due for redemption 12 months post COD in 80 quarterly installments.

7. Term loans from banks are carrying interest ranging from 8.5% To 14.90% and are repayable 18 months post the COD in 60quarterly installments.

8. Term loans from financial institutions are carrying interest ranging from 8.5% To 15.05% and are repayable 18 months post theCOD in 60 quarterly installments. Term Loan from Financial Institutions includes Subordinate Loan

9. Loan from related party consists loan received from the holding company and a group company, which are repayable on demand.The loan from the holding company is interest free while the loan from the group company has an interest rate of 12%.

67


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2013

As at As at

Particulars 31 March 31 March

2013 2012

Note-4. OTHER LONG TERM LIABILITIES Retention Money Payable 16,68,90,205 16,50,47,480Others 70,51,15,297 62,41,86,612Other long term liabilities mainly consists of i) Gurantee Commission payablefor OFCD issue Rs.52.29 crores (P.Y. Rs.44.19 crores and ii) Assets taken over fromMPEB for Rs.17.81 crores (P.Y. Rs.17.81 crores) Total 87,20,05,502 78,92,34,092

Note- 5. LONG TERM PROVISIONS Provision for employee benefits - Gratuity (unfunded) 1,40,84,745 1,34,69,957 - Compensated absences (unfunded) 2,59,978 13,49,158 Total 1,43,44,723 1,48,19,115 Note -6. TRADE PAYABLES - For goods 10,79,15,433 68,04,41,848 Total 10,79,15,433 68,04,41,848 NOTE - 7. OTHER CURRENT LIABILITIES Interest accrued and due on loans 6,40,27,05,940 2,84,27,10,040Interest accrued but not due on loans 32,26,31,876 31,85,83,764Current maturities of long-term debt 36,36,36,363 36,39,97,702Advance received from customers 5,05,17,500 5,06,88,370Payables for expenses 2,07,34,32,639 6,47,09,962Other liabilities 75,81,29,157 61,16,90,912 Total 9,97,10,53,475 4,25,23,80,750 NOTE - 8. SHORT-TERM PROVISIONS Provision for employee benefits 89,02,969 58,82,169Others 15,44,16,813 16,40,97,124 Total 16,33,19,782 16,99,79,293

68

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69




NOTE - 10. PRE OPERATIVE EXPENSES(PENDING ALLOCATION) Opening balance 20,21,64,87,784 16,15,18,54,462

Add : Incurred during the year

Salary and other benefits 7,55,74,131 52,81,639

Conveyance - 4,949

Filing fees - 9,000

Legal and professional 3,15,27,625 2,82,15,947

Power and fuel expenses 44,14,711 19,34,311

Motor car expenses ( including fuel expenses ) 37,36,175 47,11,386

Rent 55,16,623 63,90,468

Lease rent 11,37,218 13,42,440

Telephone and mobile charges 12,44,205 15,78,938

Postage and courier expenses - 250

Printing and stationery expenses 2,67,535 4,88,997

Tour and traveling expenses 1,14,43,631 1,12,10,384

Bank charges 7,02,250 10,39,086

Advertisement 3,13,500 17,19,681

Hotel, boarding and lodging 11,367 2,52,062

Business promotion expenses - 9,43,510

Repairs and maintenance expenses 25,17,767 29,59,370

Payment to & provision for employees - 7,53,49,877

Conference fees - 85,287

Credit card expenses - 62,959

Entertainment - 239

Insurance expenses 1,68,30,026 1,54,76,115

Internet expenses - 26,152

Staff welfare expenses - 365

Computer expenses - 19,706

70




Franking and notary expenses - 5,000

Sundry expenses 230 617

Miscellaneous expenses 33,34,251 41,91,828

Loss on foreign exchange fluctuation - -

Audit fees 11,88,003 9,61,234

Courtesy expenses 3,05,634 -

Director sitting fees 2,08,540 1,35,000

Rehabilitation and resettlement 1,45,55,43,766 64,64,03,170

Loss on sale of assets (Net) 3,660 8,594

Security expenses 78,77,416 76,97,322

Depreciation 52,06,313 59,99,407

Interest 3,54,22,12,447 2,90,23,23,975

Financial expenses including guarantee commission 13,06,22,893 13,46,17,517

Wealth tax 13,183 75,585

Fringe benefit tax - 2,02,018

Provision for income tax ( 3,32,24,633) ( 2,00,60,824)

Miscellaneous receipt (37,137) (45,500)

Sundry balances written back (37,991) (75,173)

Books and periodicals - 749

Site survey expenses - 284,750

Excess interest provision in earlier years written back (96,93,490) (86,45,481)

Interest and upfront fees capitalised 26,53,71,532 23,27,79,808

Less : Transferred to profit and loss account, as no longer required ( 5,56,76,376) -

Less : Expenses reversed during the year - (13,29,392) Total 25,68,49,42,789 20,21,64,87,784

71




NOTE -11. NON CURRENT INVESTMENTS (Long term, at cost) Trade Investments Unquoted IRIS Energy Pvt. Ltd. 6,666 equity shares (P.Y. 6,666) of Rs.10 each fully paid up 2,99,970 2,99,970 2,99,970 2,99,970Trade Investments UnquotedInvestment in Government Securities 9 (P.Y. 9) National Saving Certificates, VIII Issue 65,000 65,000 Investment in equity shares Janakalyan Sahakari Bank Limited 63,500 63,5006,350 equity shares (P.Y. 6,350) of Rs. 10 each fully paid up 1,28,500 1,28,500 Total 4,28,470 4,28,470 NOTE - 12. LONG TERM LOANS AND ADVANCES Capital Advances 16,96,41,220 17,56,97,940Security Deposit Unsecured, Considered Good : 26,57,86,954 26,48,62,337 Total 43,54,28,174 44,05,60,277

NOTE -13. OTHER NON CURRENT ASSETS (Unsecured, Considered good unless stated otherwise) Bank deposits with more than 12 months maturity 18,46,413 7,51,37,948Receivable from holding company against transfer of rights to equity shares 67,69,89,887 96,00,00,000Advance tax (net of provisions) 4,04,84,972 4,20,82,459Equity raising and share issue expenses 4,42,17,076 4,42,17,076 Total 76,35,38,348 1,12,14,37,483 NOTE - 14. INVENTORIES Closing stock of - components used for renewable energy projects - 6,89,543 Total - 6,89,543

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NOTE - 15. TRADE RECEIVABLES

Unsecured, considered good

Due for period less than six months 3,32,730 7,38,33,844

Due for period exceeding six months*

Related Party 6,35,66,001 -

Others 43,33,994 -

Doubtful 93,34,109 10,41,840

Less: Allowance for bad and doubtful debts (93,34,109) (1,041,840)

[*of the above Rs.6,35,66,001 (P.Y.Rs..6,35,66,001) recoverable from

Hindon River Mills Ltd. a party covered under section 370 (1B) of the

Companies Act,1956]

Total 6,82,32,725 7,38,33,844

NOTE - 16. CASH AND BANK BALANCES

NOTE - 16.(A) CASH AND CASH EQUIVALENTS

Cash in hand 3,84,243 3,99,575

Balance with schedule banks

- In current accounts 38,56,767 33,98,110

- In fixed deposits 58,96,296 -

Total (A) 1,01,37,306 37,97,686

NOTE - 16.(B) OTHER BANK BALANCES

Bank deposit under lien (maturity more than 3 months but upto 12 months) 77,04,459 5,20,95,250

Total (B) 77,04,459 5,20,95,250

Total (A+B) 1,78,41,765 5,58,92,935

NOTE- 17. SHORT TERM LOANS & ADVANCES

(Unsecured, considered good except otherwise stated)

Inter Company Deposits given to related party - -

Add: Interest accrued on Inter Company Deposits from related party - 2,24,65,576

Less : Provision Created - (22,465,576)

- -

Advances recoverable in cash or kind or for value to be received

- Considered good 15,89,80,652 15,71,08,681

- Considered doubtful 8,44,908 1,77,01,620

Less : Provision Created (8,44,908) ( 1,77,01,620)

15,89,80,652 15,71,08,681

Advances to related parties 15,73,12,796 -

Staff & Other Advances 7,06,19,060 7,88,86,052

Total 38,69,12,508 23,59,94,733

NOTE - 18 OTHER CURRENT ASSETS

Interest accrued on investments 4,43,754 27,93,236

Total 4,43,754 27,93,236

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Particulars Year ended Year ended31 March 2013 31 March 2012

NOTE - 19. REVENUE FROM OPERATIONS Sale of products (Domestic) 33,82,466 82,858Sale of services (Domestic) 4,45,600 - Total 38,28,066 82,858 NOTE - 20. OTHER INCOME Interest income on OFCD’s - -Interest income on ICD’s - 2,08,29,658Interest income on bank fixed deposits 48,81,215 61,16,144Credit balances written back - 1,34,636Miscellaneous receipts 16,55,576 2,15,922 Total 65,36,790 2,72,96,360 NOTE - 21. EMPLOYMENT BENEFIT EXPENSES Salaries, wages, and bonus 52,91,776 1,85,38,183Gratuity 24,014 4,42,905Compensated absences - 6,73,433Staff welfare expenses 66,705 2,30,000 Total 53,82,495 1,98,84,521 NOTE - 22. FINANCE COST Interest on secured loans 21,19,41,494 45,50,92,548Interest unsecured loans 38,66,395 1,81,83,491Interest on others 4,64,376 58,225Upfront fees - -Guarantee commission - - Total 21,62,72,265 47,33,34,264 NOTE - 23. DEPERECIATION AND AMORTISATION Depreciation 3,64,072 6,84,184Amortisation of Assets 11,97,369 1,74,183 Total 15,61,441 8,58,367


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Particulars Year ended Year ended31 March 2013 31 March 2012

NOTE - 24. OTHER EXPENSES 0 0Stamp charges - 12,18,060

Legal and professional charges 15,64,346 36,26,244

Rent 39,06,894 78,68,748

Guarantee fees 35,00,000 60,00,000

Tour and travelling expenses 11,09,488 22,07,424

Business promotion expenses 10,01,583 9,36,213

Directors remuneration - 32,44,500

Advertisement 1,13,866 4,16,647

Motor car expenses 2,64,000 21,33,386

Auditors remuneration 13,20,778 11,95,024

Printing and stationery expenses 1,37,691 7,64,447

Hotel boarding and lodging 3,66,296 7,58,891

Electricity expenses 7,70,948 8,90,939

Exhibition expenses - 3,16,630

Listing fees and share transfer fees 5,84,877 8,17,832

Conveyance charges 1,80,655 3,84,010

Telephone and mobile charges 2,52,301 4,68,064

Office expenses 5,72,448 5,96,887

Postage and courier charges 1,94,580 6,48,765

Directors sitting fees 2,61,400 2,80,000

Commission - 2,78,624

Direct expenses 1,39,819 1,25,714

Repairs and Maintenance expenses 2,11,511 7,63,126

Insurance 16,909 80,254

Provision for doubtful advances 83,92,269 10,41,840

Bank Charges 63,860 2,06,340

Liquidated Damages 5,02,02,615 50,00,000

Sundry balances provided for 45,34,695 3,93,42,196

Other General expenses 13,68,500 39,20,967 Total 8,10,32,327 8,55,31,772 NOTE - 25. EXCEPTIONAL ITEMS Loss on redemption of OFCD’s (Refer Note 27) - 2,50,38,602(Profit)/ Loss on sale of assignment (Refer Note 27) - ( 9,75,59,265) Total - ( 7,25,20,663)

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NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTSSIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

I. SIGNIFICANT ACCOUNTING POLICIES

1. Background information

Entegra Limited (“Entegra” or the “Company”) was incorporated in 1995 as a private limited company. In 2000, the Companywas converted into a public limited company. The Company is listed on Bombay Stock Exchange Limited and NationalStock Exchange of India Limited. Entegra Limited and its subsidiaries (‘the Group’) are engaged in the development ofrenewable energy projects. The Group has various ongoing energy projects which include construction of a 400 MWhydroelectric power project and 10 MW Concentrated Solar Thermal Power Project (CSP).

2. Basis of presentation

The financial statements are prepared and presented under the historical cost convention on the accrual basis of accountingand in accordance with the Accounting Standards notified in the Companies (Accounting Standard) Rules, 2006 and therelevant provisions of the Companies Act, 1956, to the extent applicable.

3. Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires managementto make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingentliabilities on the date of the financial statements. Management believes that the estimates made in the preparation of financialstatements are prudent and reasonable. Actual future period’s results could differ from those estimates. Any revisions toaccounting estimates are recognized in the period in which such revisions are made.

4. Principles of consolidation

The consolidated financial statements include the financial statements of the Parent Company and its subsidiaries, collectivelyreferred to as “the Group”

The consolidated financial statements have been combined on a line-by-line basis by adding the book values of like items ofassets, liabilities, income and expenses after eliminating intra-group balances/transactions and unrealized profits in full asper Accounting Standard (AS) 21 “Consolidated Financial Statements” notified in the Companies (Accounting Standard)Rules, 2006. The amounts shown in respect of reserves comprise the amount of the relevant reserves as per the balance sheetof the Parent Company and its share in the post-acquisition increase/ decrease in the reserves of the consolidated entities.

The Parent Company’s portion of net worth in such entities is determined on the basis of book values of assets and liabilitiesas per the financial statements of the entities as on the date of investment and if not available, the financial statements for theimmediately preceding period adjusted for the effects of significant changes.

Entities acquired during the year have been consolidated from the respective dates of their acquisition.

All of the above entities follow uniform accounting policies, except for SMHPCL, which follows the written down valuemethod of depreciation for certain assets, however, the impact is not considered to be material.

Name of the Company Country of incorporation Proportion of OwnershipInterest

Ennertech Biofuels Limited India 100.00%

Shree Maheshwar Hydel Power Corporation Limited(SMHPCL) India 58.43%

Rajasthan Solar Power Company Private Limited India 100.00%

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5. Significant accounting policies

5.1. Revenue recognition

i. Revenues from sales of goods are recognized on shipment or dispatch to customers and are recorded exclusive ofValue Added Taxes but are net of any sales returns.

ii. Revenues from services rendered are recognized on completion of the service and are recorded exclusive of Service Tax.

iii. Interest income on deposits with banks and investments is recognized on a time proportion basis.

iv. Dividend incomes on investments are accounted for when the right to receive the payment is established.

5.2. Purchases

Purchases are shown exclusive of Value Added Tax.

5.3. Fixed assets and Capital work in progress depreciation

Fixed assets are stated at cost of acquisition/construction including any cost attributable to bringing the assets to theirworking condition, less accumulated depreciation and impairment loss, if any.

Fixed assets having value lower than Rs. 5,000 are depreciated fully in the year of acquisition/installation.

In case of SMHPCL depreciation on fixed assets is charged to ‘Pre operative expenses (pending allocation)’.

In case of SMHPCL, Capital Works in Progress are stated at cost to date relating to items or project in progress, incurredduring construction.

Premium paid for leasehold land is amortized over a period of the Lease Term

5.4 Depreciation

Depreciation on fixed assets is provided on straight line method at the rates, except in case of SMHPCL, which followswritten down value method of depreciation on ‘Vehicles’ and ‘Computers’, and in the manner prescribed in Schedule XIV ofthe Companies Act, 1956 and on pro-rata basis with reference to the month of additions/deductions.

5.5 Expenditure during construction period

Expenditure during construction period reflects an element of capital work in progress and includes directly attributablecosts that relate to the project and general and administration overheads as are specifically attributable to the construction ofthe project. Such expenditure is included under ‘Pre operative expenses (pending allocation) and will be capitalized underrelevant fixed asset accounts upon commencement of commercial generation of power.

5.6 Inventories

Inventories of components used for renewable energy projects have been valued at lower of cost or net realizable value.Civil construction materials are carried at cost.

5.7 Investments

Long term investments are stated at cost and provision is made to recognize any decline, other than temporary, in the valueof such investments.

5.8 Foreign currency transactions

Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transactions.Gains or losses resulting from the settlement of such transactions and from translation of monetary assets and liabilitiesdenominated in foreign currency are recognized in the statement of Profit and Loss except in case of SMHPCL where suchgains or losses are charged to ‘Pre operative expenses (pending allocation)’.

In case of SMHPCL Foreign currency designated assets, liabilities and capital commitments as at balance sheet date arerestated at the year-end rates.

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5.9 Employee benefits

Provident fund

Contribution to Provident Fund by SMHPCL, is charged to Pre-operative Expenditure Account

Gratuity

Employees in India are entitled to benefits under the Payment of Gratuity Act, 1972, a defined benefit retirement plan coveringeligible employees of the Company. The Plan provides a lump-sum payment to eligible employees at retirement or on terminationof employment. The gratuity benefit conferred by the Group on its employees is equal to or greater than the statutory minimum.

The Group provides for liability towards gratuity plan on the basis of actuarial valuation. The entire amount of gratuity is unfunded.

Compensated absences

The liability towards compensated absences (leave encashment) is determined on an actuarial basis for the entire un-availedvacation balance standing to the credit of each employee as at period-end.

5.10 Borrowing costs

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the costof such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use orsale. Eligible Borrowing costs in respect of SMHPCL is included in ‘Pre-operative Expenditure (Pending allocation)’

5.11 Impairment of assets

The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based oninternal/external factors. An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. Animpairment loss if any is charged to the statement of Profit and Loss in the year in which an asset is identified as impaired.Reversal of impairment losses recognized in prior years is recorded when there is an indication that the impairment lossesrecognized for the assets no longer exist or have decreases.

After impairment depreciation is provided on the revised carrying amount of the asset over its remaining useful life. However,the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usualdepreciation if there was no impairment.

5.12. Provisions and contingent liabilities

The Group creates a provision when there is present obligation as a result of a past event and it is probable that an outflowof resources embodying economic benefits will be required, and a reliable estimate can be made of the amount required tosettle the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligationthat may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligationin respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

5.13. Income taxes

Income tax expense comprises current income tax and deferred tax.

Current taxesProvision for current income-tax is recognized in accordance with the provisions of Indian Income Tax Act, 1961, and ismade annually based on the tax liability after taking credit for tax allowances and exemptions.

Deferred taxesDeferred tax assets and liabilities are recognized for the future tax consequences attributable to timing differences that resultbetween the profits offered for income taxes and the profits as per the financial statements. Deferred tax assets and liabilitiesare measured using the tax rates and the tax laws that have been enacted or substantively enacted at the balance sheet date.The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year that includes the enactmentdate.

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Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in the future,however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognizedonly if there is virtual certainty, supported by convincing evidence of recognition of such assets. Deferred tax assets arereassessed for the appropriateness of their respective carrying values at each balance sheet date.

5.14. Leases

For operating leases, lease payments (excluding costs for services such as insurance and maintenance) are recognised as anexpense in the statement of profit and loss on a straight line basis unless another systematic basis is more representative ofthe time pattern of the user’s benefit, except where the rental is for pre operative activities in which case it is charged to ‘Preoperative expenses (pending allocation)’. In case of SMHPCL all lease rentals are charged to ‘Pre operative expenses(pending allocation)’.

II. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

26. Contingent liability and capital commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of Advances) – Rs.6,57,51,00,000 (PY - Rs. 5,86,76,00,000)

Valuation of assets transferred to SMHPCL by MPSEB

The 400 MW hydroelectric power project under implementation including land, residential / commercial quarters etc. takenover from Madhya Pradesh State Electricity Board (MPSEB) on March 31, 1996 has been provisionally accounted for at thevalues determined by SMHPCL on the basis of information available from MPSEB, to fixed assets, capital work in progressand pre-operative expenditure at Rs 6,96,80,000, Rs.5,33,25,000 and Rs. 5,51,28,000 respectively. However, there was ademand from MPSEB in the year 2005 for Rs.130,93,65,000. SMHPCL had up to the financial year 2008-09, shown thedifferential amount of Rs. 113,12,32,000 as contingent liability

Government of Madhya Pradesh appointed independent valuer M/s Anil Dhope & Associates, who submitted a preliminaryreport on valuation of assets transferred to SMHPCL by MPSEB arriving at a value of assets taken over from MPSEB at Rs42,74,58,000. SMHPCL had, on September 23, 2010 pointed out certain discrepancies in this report which when correctedwill revise the valuation to Rs. 21,17,91,000. The subject is being followed up with the Government for clearance and finalacceptance. However, the value as determined by the valuer in his report, net of liability of Rs.17,81,33,000 already accountedfor, is shown as contingent liability. On reaching final agreement, SMHPCL will issue equity shares to MPSEB as considerationas per the terms of the financial realignment plan of 2005.

27. Optionally Fully Convertible Debentures

In 2007, SMHPCL raised Optionally Fully Convertible Debentures (OFCD) amounting to Rs. 2,17,50,00,000 @ 9.75% p.a.and Rs. 1,82,50,00,000 @ 10.75% p.a. The debentures are redeemable at par in 22 equal half yearly instalments commencingfrom 4 years and 6 months from deemed date of allotment. i.e. 23rd March 2007 and 14th August, 2007 respectively. Thedebentures are secured by an unconditional and irrevocable guarantee of Power Finance Corporation Limited. Pendingfinalisation of the new date of the commissioning of the project as against earlier date of commercial operation date consideredto be December 2010, interest due to debenture holders for four years from date of issue were kept with fixed deposits withbanks as per terms of issue. The deposits got depleted in October 2011. Now the interest dues are to be serviced out of the theloans disbursed by PFC as the Guarantor of OFCDs.


a) Claims not acknowledged as debts 24,93,25,000 24,93,25,000

b) Claims in respect of demands raised, which are under appeal:Entry Tax 56,62,571 9,38,895

c) Corporate guarantees given to the Banks/Financial Institutionsagainst credit facilities 19,33,00,00,000 19,33,00,00,000

d) Bank guarantees 17,38,000 5,32,53,000

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SMHPCL will earn revenue only after the commissioning of the project. Hence the amount required to be transferred todebenture redemption reserve as per Sec.117 C of the Companies Act 1956 will be made out of the profits thereafter.

28. Investment in OFCD’s of SMHPCL by Entegra

Entegra had acquired 2,175 Optionally Fully Convertible Debentures (OFCDs) of its subsidiary Shree Maheshwar HydelPower Corporation Limited (SMHPCL) from a subscriber at a premium over face value in previous years for Rs 3,06,24,79,337.The face value of such bonds was Rs 2,17,50,00,000, comprising of 1,350, 9.75% OFCDs and 825, 10.75% OFCDs of Rs 10Lakh each.

In September 2011, partial face value of such bonds was redeemed by SMHPCL as per the terms of the offer document. TheCompany, recorded a loss of Rs 2,50,38,602 on such redemption, being the proportionate portion of premium paid to acquiresuch bonds over the face value redeemed.

In November 2011, the Company, renounced its right to convert the OFCDs into equity shares of SMHPCL (which wereconvertible till 31 December 2011) SMHPCL granted a separate right to the Company for subscription of further equity inSMHPCL in lieu of the renounced right to convert the OFCDs, which is valid till 31 December 2012

Further, such bonds were pledged to Yes Bank Limited as security for a term loan taken from such bank. The Companytransferred 1,328, 9.75% OFCDs and 825, 10.75% OFCDs to Yes Bank Limited at current face value, to repay its outstandingterm loan and interest accrued thereon.

Subsequent to the transfer of bonds and lapse of conversion rights to such bonds as on 31 December 2011, the remainingpremium paid on acquisition of the bonds of Rs 86,24,40,735 has also been derecognized. Accordingly, on consolidationsuch ‘Premium paid on purchase of OFCDs of a subsidiary’ has been derecognized in its entirety.

Further, the rights to subscribe to further equity in SMHPCL were transferred to a group company for a consideration ofRs.96,00,00,000. Such receivable from the group company has been included in ‘Other Non-current assets’. Out of whichan amount of Rs.28,30,10,113 has been recovered during the year.

On the transfer of such rights the Group has recorded a net gain of Rs.9,75,59,265 in its previous year, which has beenreflected as an exceptional item in the statement of Profit and Loss.

29. Pre-operative expenses (pending allocation)

During the year, the Company has written off Pre operative expenses amounting to Rs.5,56,76,378 in the statement of Profitand Loss of the Company which represent directly attributable expenditure incurred by the Company for setting up of 10MW Concentrated Solar Thermal Power Project (CSP) in Rajasthan. As the Company has decided not to continue with thesaid project. Further, the Company has also provided under the head liquated damaged an amount of Rs.5,00,00,000 whichwas given as bank guarantee for the said project which now has been invoked by the NTPC Vidyut Vypar Nigam Limited.

In the case of the SMHPCL no statement of Profit and Loss has been prepared since the company is in the process ofimplementation of the project. The Company has instead, prepared the ‘Statement of Pre-operative Expenditure duringConstruction Period (Pending allocation)’. The Pre-operative Expenditure incurred during the construction period will beapportioned to relevant fixed assets account upon commencement of commercial generation of power, in accordance withthe generally accepted accounting principles.

30. Costs capitalised to fixed assets under construction/capital work in progress relating to the Hydel power project

SMHPCL has a policy of handing over construction materials to the civil contractors on receipt of the same at site in the caseof cement and at collection points outside the site in the case of steel. The same has been consistently charged to respectivecapital assets under construction/work in progress, on acceptance by the contractors and relied upon by the auditors being atechnical matter. However, the actual consumption of the construction material will be ascertained upon the completion ofthe construction work and adjustments, if any, will be effected in the year of completion.

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31. Lien on fixed deposits

The following fixed deposits are under lien with the parties as listed below, pending completion of service projects undertakenby Entegra Limited;

Name of the parties As at 31 March 2013 As at 31 March 2012

NTPC Vidyut Vyapar Nigam Limited - 5,00,00,000

Madhyanchal Vidyut Vitran Nigam Limited - 3,36,000

Purvanchal Vidyut Vitran Nigam Limited - 9,44,000

Dakshinanchal Vidyut Vitran Nigam Limited 28,000 28,000

M.P.Urja Vikas Nigam Limited(RGPV) 17,10,000 17,10,000

Maharashtra Energy Development Agency (MEDA) - 2,50,000

Total 17,38,000 5,32,68,000

32. Employee retirement and other benefits

A) Defined contribution plan

The Group has recognized an amount of Rs.15,16,945 (P.Y. Rs.18,07,584) as provident fund expense, representingcontribution towards provident fund. Such expenses have been incurred by SMHPCL, and this amount has beenrecognized in ‘Pre-operative expenses (pending allocation)’.

B) Defined benefit plan

Gratuity, which is a defined benefit, is accrued based on actuarial valuation at the balance sheet date, carried out byan independent actuary.

The following table sets forth the status of these plans of the Company and its subsidiaries and amounts recognizedin the Group’s Consolidated Balance Sheet as per AS 15 (revised). The gratuity plans are non-funded.


Present value of the defined benefit obligation at the end of the year 1,27,06,018 1,13,11,092

Fair value of the plan assets ---- ----

Net liability 1,27,06,018 1,13,11,092

The amount recognized in the statement of Profit and Loss/Pre-operative expenses (for SMHPCL) is as follows inrespect of the gratuity



Interest on defined benefit obligation 8,64,027 7,88,650

Past service cost - -

Expected return on plan assets - -

Net actuarial (gain)/loss on plan assets (5,44,370) (18,83,384)

Net gratuity cost 38,98,927 21,85,433

Recognized in Consolidated Statement of Profit and Loss (24,014) 4,42,905

Recognized in Pre-operative expenses (pending allocation) 38,74,913 17,42,528

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Opening defined benefit obligation 1,13,11,108 98,46,114

Interest cost 8,64,027 7,88,650

Past service cost - -

Current service cost 35,79,270 3,28,01,67

Benefits paid (25,04,001) (7,20,455)

Actuarial (gain)/loss (5,44,370) (18,83,384)

Closing defined benefit obligation 1,27,06,034 1,13,11,092

Reconciliation of present value of the obligation and the fair value of the plan assets

Principal actuarial assumptions:


Discount rate 8.06%-8.75% 8.57%-8.75%

Salary escalation 5.00%-15.00% 5.00%-15.00%

Attrition rate 1.00%-20.00% 2.00%-20.00%

The estimates of the future salary increases, considered in actuarial valuation, take account of inflation, seniority,promotion and other related factors, such as supply and demand in the employment market.

C) Compensated absences

The Group has provided for leave encashment liability on actuarial valuation amounting to Rs.74,60,079(PY - Rs. 84,58,329) for the year ended 31 March 2013

33. Demand from Assistant Provident Fund Commissioner

In the case of SMHPCL, Assistant Provident Commissioner, Indore raised demand amounting to Rs. 1,458,385 in June’05covering the period up to February 2005 in respect of site staff and workers not covered under the scheme. The Companyduly provided for the demand and also paid the amount in instalments under protest. The Company appealed against thedemand and the matter is before the Delhi High Court. The Company provided for employers’ and employees liabilityamounting to Rs. 1,028,142 in respect of these employees for period from March 2005 to February 2007. In the absence ofany demand/ assessment and the matter being subjudice, no payments thereof has been made to the Authorities. TheCompany decided to extend benefits of the Scheme to eligible employees fully from March 2007 and both the employeesand employers’ contributions are being deposited with the Authorities since then.

34. Note on Appropriateness of Going Concern Assumptions

The 40x10 MW Hydel Power Project of the Company is of National importance. Civil Work was completed to the extentof 99% in 2010 along with completion of Power House and installation of all the 27 Radial Gates. Three of the Turbineswere made ready in November 2010. The Company has invested Rs 3125 Crs into the Project. There is also a furtherexpenditure to the extent of Rs 1126 Crs to be incurred to complete the Project of which Rs 540 Crs on account of R&R,Rs 386 Crs on account of BHEL, Rs 200 Crs for clearing the pending bills of Contractors and for other project relatedexpenses. The Company is also under discussions with the lenders on the ways and means to clear their interest dues.Thrust is being given on raising the balance equity of Rs 500 Crs and the balance debt of Rs 626 Crs needed to install thebalance seven turbines. Unfortunately, several factors are impedimenting the Company from generating revenue from 3Turbines and also go ahead with the Project Construction. Negative propaganda carried out by Narmada Bachao Andolanessentially resulted in inability of the Company to raise needed Equity Capital As a result the Project work came to astandstill leading to an element of uncertainty of completing the Project.

There is a material uncertainty based on the above facts that may cast significant doubt on the Company’s ability tocontinue as a going concern and therefore it may be unable to realize its assets and discharge its liabilities in the normalcourse of business.

However, based on the following facts the assumption of Going Concern is considered to be appropriate:

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In the recent months regular meetings are being held by the Company with the lenders Consortium and Madhya PradeshPower Management Company Limited (MPPMCL) for not only raising the finance requirements but also agree on anInterim Tariff that can be billed by the Company once the three turbines that are ready can be commissioned. Generation ofrevenue is expected to commence on commissioning of three Turbines by October 2013. The revenue so generated willmeet all expenses of the Company including Operations and maintenance cost and interest servicing cost. The remainingturbines will be installed by BHEL in a phased manner.

Meeting Inter-Se between the lenders are also taking place apart from the meetings that are being held by the CentralGovernment to find an early solution to the funding needs of the Company. It is also under consideration that the StateGovernment be directly funded by the lenders for expediting the R&R work.

35. SMHPCL has not been able to attain Commercial Operation Date (COD) of the Project within the earlier envisaged date fora variety of reasons that were beyond the control of the management. Power Finance Corporation Limited (PFC), the leadlender, based on the approval of its Board of Directors, issued a letter to the Company on April 17, 2012 revising thescheduled date of Project COD to 31st December 2013 apart from granting six months moratorium for commencement ofrepayment of Senior Debt and Subordinate Debt to 15th July 2014 and change in repayment schedule of Zero CouponBonds with first instalment commencing from 1 year after scheduled Project COD to 15th January 2015. The rest of theConsortium Lenders have not yet approved reschedulement of Project COD. Consequently, the Company has classifiedand disclosed entire term loans amounting to Rs 1,30,32,12,303/= (P Y Rs.67,79,15,213 ) and Zero Coupon Bonds (ZCBs)aggregating Rs 26,86,40,223/=(PY Rs 2,98,48,914) falling due from January 2012 to March 2014 under the head LongTerm Borrowings. Further, since the Company has classified these borrowing as long term, the penal charges of Rs1,14,82,787 on the default in repayment of principal has not been accounted for.

36. While confirming the Loan Balance as on March 31, 2013 PFC has stated that the interest date on the old disbursements ofRs. 54,63,00,000 is subject to revision w e f 5th January 2011. In the absence of reliable estimate of interest obligationconsequent up on such revision, no demand has been raised and hence no provision is made in the books of account by theCompany.

37. Loans and advances in nature of loan to companies in which directors are interested

Sundry debtors, loans and advances and current liabilities include the following due from / payable to parent companies/bodies corporate under the same group in which the directors of the Company are interested as members/directors:

Name of entity Description As at 31 March 2013 As at 31 March 2012

MW Unitexx Ltd. Loans and advances 35,000 -

Name of entity Description As at 31 March 2013 As at 31 March 2012

MW Unitexx Ltd. Loans and advances 64,00,000 14,06,29,253

Maximum amount outstanding during the year is as follows:

38. Amounts due to suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006

The Company has not received any intimation from the suppliers regarding status under the Micro, Small and MediumEnterprises Development Act, 2006 (the Act) and hence the related disclosure regarding,

a) Amount due and outstanding to suppliers as at the end of the accounting year;b) Interest paid during the year;c) Interest payable at the end of the accounting year; andd) Interest accrued and unpaid at the end of the accounting year,

has not been provided. The same has been relied upon by the auditors.

39. Financial Realignment Plan

The Financial Realignment Plan (FRP) submitted by SMHPCL was individually approved by concerned lenders as under:

(i) Interest and all charges up to September/October 2001 i.e. Pre Stalled Period was paid to all lenders aggregating toRs. 33,19,98,760

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(ii) The interest liability for the stalled period inclusive of compound interest has been paid as Zero Coupon Bonds(ZCB) repayable over 20 years in equal quarterly instalments commencing after a moratorium of 12 months from thecommercial operation date. Zero coupon bonds have been issued to the extent of Rs. 3,42,66,98,092

(iii) SMHPCL has made provision in accounts to cover all interest dues including Compound Interest and LiquidatedDamages for all lenders up to 31 March 2013. The Company has paid during the year simple interest @ 8.5%perannum for the Post Stalled Period aggregating to Rs 7,05,65,174.

(iv) The term loan principal amount for term loans taken by SMHPCL is repayable over 15 years commencing after amoratorium of 18 months from the commercial operations date.

For SMHPCL, in the year 2001, due to withdrawal of the then financial associate, there was a break up in the financialclosure leading to stoppage of disbursements to the Company by the lenders which in turn led to the total stoppage of allconstruction activities. Due to financial realignment measures undertaken by the Company, project work at site recommencedfrom November 2005 and project financial closure was declared in September 2006. All expenditure incurred includinginterest of Rs.2,96,13,00,000 during the stalled period i.e. October/November 2001 to October 2005 are in the nature ofPreoperative expenditure and the Company has considered them for capitalization on commissioning of the Project

40. Earnings per share (EPS) is calculated as under:

Particulars Year ended 31 March 2013 Year ended 31 March 2012

Net profit/(loss) as per the Statement of Profit and loss ( 35,32,34,992) (48,00,17,243)

Weighted average number of Equity Shares during theyear – Basic 31,71,53,009 23,02,23,118

Weighted average number of Equity Shares during theyear – Diluted 31,71,53,009 23,02,23,118

Nominal value of shares (in Rs.) 10.00 10.00

Earnings /(loss) per share (EPS) Basic (1.11) (2.09)

Earnings /(loss) per share (EPS) Diluted (1.11) (2.09)

Compulsorily convertible preference shares have been considered for computing Diluted Earnings/ (loss) per share. Suchshares are anti dilutive both in the current and previous year.

41. Current and deferred taxes

a) No provision for Current tax for the year was considered in view of the losses incurred by Entegra Limited duringthe current financial year.

b) No provision for deferred taxation has been considered in books of SMHPCL, since no commercial activities arecarried out by the company during the period and considering the prudent accounting policy and in absence ofvirtual certainty.

c) Deferred tax calculation is as follows:

Description As at 31 March 2013 As at 31 March 2012

Opening balance in deferred tax liability/(asset) (75,92,280) (64,00,206)

Add /(less):

Deferred tax liability/(asset) on account of fixed assets 2,33,532 75,006

Deferred tax liability/(asset) on account of LeaveEncashment (1,03,251) (4,83,381)

Deferred tax liability/(asset) on account of Provisionfor doubtful advances (33,28,568) (2,67,671)

Deferred tax liability/(asset) on account of Gratuity (1,99,369) (5,16,027)

Closing deferred tax liability/(asset) (1,09,90,207) (75,92,280)

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d) Tax rate considered for the above purposes is 32.445% (PY - 33.22%).

e) The net deferred tax assets have not been recognized in the financial statements of the Company in accordance withAS 22 Accounting for taxes on income.

f) Considering the prudence aspect, no deferred tax asset has been recognized in the accounts on brought forwardbusiness losses and other assets as per the Income Tax Act, 1961.

42. Related party disclosures

(A) List of related parties

Ultimate parent company MW Corp Private Limited

Parent company MW Infra Developers Limited

Fellow subsidiaries S. Kumars Limited

MW Unitexx Limited

Dasna Developers Private Limited

Hindon River Mills Limited

Enterprises where key management personnel Raj Infin Private Limited

have significant influence or control Girija Holding Private Limited

Key Management Personnel Mukul S. Kasliwal – Chairman

Warij A. Kasliwal – Vice Chairman

K. S. Sandhu – Director Finance (w.e.f. 01-09-2011) (ShreeMaheshwar Hydel Power Corporation Limited)

(B) Related party transactions and balances:

Nature of transaction Holding Fellow Key ManagementCompanies Subsidiaries Personnel

Sale of assignment of rights in further equityof SMHPCL - -

(96,00,00,000 ) - -

Income from Inter-company deposits& Others 93,07,578 - -

- (99,36,211) -

Guarantee Fees paid 35,00,000 - -

(60,00,000) - -

Interest Paid - 1,77,206 -

- - -

Remuneration given - - 21,15,000

- - (44,78,252)

Advances given 9,09,26,107 2,692

(12,29,09,400) (5,37,78,990) (3,997)

Advances received 46,37,67,844 3,000

(42,18,06,440) (20,61,20,624) (1,78,857)

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Nature of transaction Holding Fellow Key ManagementCompanies Subsidiaries Personnel

Liabilities settled 37,87,32,631 64,00,000

(12,90,46,452) - (10,44,600)

Liabilities incurred 1,06,50,488 83,384 98,113

- - -

Closing balance (Dr.) 67,69,89,887 6,35,86,035

(96,00,18,799) (7,99,18,403) -

Closing balance (Cr.) 50,06,81,406 52,56,08 98,113

(29,51,41,865) (64,36,523) (1,23,075)

Notes:

i. Related party relationships have been identified by the management and relied upon by the auditors.

ii. Figures in brackets represent those of the previous year.

(C) Disclosure in respect of material transactions with related parties

Particulars 2012 - 2013 2011 – 2012

(i) Sale of assignment of rights to subscribe to further equity of SMHPCLMW Infra Developers Limited - 96,00,00,000

(ii) Income from Inter corporate deposits & OthersMW Unitexx Limited - 99,36,211MW Infra Developers Limited 93,07,578

(iii) Interest PaidMW Infra Developers Limited - -MW Unitexx Limited 1,77,206 -

(iv) Guarantees fees paidMW Corp Private Limited - 27,00,000MW Infra Developers Limited 35,00,000 27,00,000S.Kumars Retailer Services Pvt. Limited* - -

(v) Advance givenMW Infra Developers Limited 9,09,26,107 -MW Unitexx Limited - -Dasna Developers Pvt. Ltd. 2,692

(vi) Advance receivedMW Infra Developers Limited 46,37,67,844 42,18,06,440MW Unitexx Limited 4,20,03,000 12,34,82,000Dasna Developers Pvt. Ltd. -

(vii) Liabilities settledMW Infra Developers Limited 37,39,36,220 12,29,09,400MW Corp Private Limited 47,96,411 -MW Unitexx Limited 64,00,000 -MW Corp Private Limited 6,50,00,000 -

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2012 - 2013 2011 – 2012

(viii) Liabilities incurredMW Corp Private Limited 1,06,50,488 -S. Kumars Limited 48,384 -MW Unitexx Limited 35,000

(ix) Rental and other office administration expense paidMW Corp Private Limited 50,46,683 57,51,458

43. Segment reporting

The Company is engaged in the business of development of integrated global renewable energy projects and all operationscomprise part of a single business segment namely ‘Renewable Energy Services’. Therefore no separate segment informationhas been presented as per AS 17 ‘Segment Information’, notified by the Central Government under Companies (AccountingStandards) Rules, 2006

44. Operating leases

The Group enters into both non-cancellable and cancellable leases. The leases are in respect of offices, guest houses andstorage premises. The lease periods range from 1 to 5 years. In the current period an amount of Rs. 55,16,623 (PY -63,90,468) was included in the ‘Pre operative expenses (pending allocation)’. The total rental expense recognized in thestatement of profit and loss for the year is Rs.39,06,894 (PY - Rs. 78,68,748).

The Total of future minimum lease payments payable under non-cancellable operating lease for each of the followingperiods:

Period Year ended Year ended31 March 2013 31 March 2012

Not Later than one year 45,04,000 20,31,175

Later than one year and not later than five years 20,03,000 Nil

Not later than five years Nil Nil

45. Capitalization of interest and upfront fees on loans taken by the Parent Company to Pre operative expenses (pendingallocation)

The Company in the current year has taken loans from Central Bank of India (CBI), Yes Bank and State Bank of India (SBI).These loans were utilized by the Company for investment in the equity shares and OFCDs of SMHPCL. To the extent thatthe amounts were utilized by the Company for acquisition/construction of qualifying assets, the related interest and upfrontfees paid represents ‘Borrowing cost’ within the meaning of borrowing costs as given under AS 16 ‘Borrowing costs’ in theCompanies (Accounting Standard) Rules, 2006.

Accordingly in the Consolidated Balance Sheet of the Group such expenditure amounting to Rs.23,27,79,808 (PY -Rs. 23,27,79,808) has been added to Pre operative expenses (pending allocation).

46. In SMHPCL, expenses relating to rehabilitation and resettlement are accounted in books of accounts based on the Statementof Accounts received and Certified by Office of the Superintending Engineer (Civil) MHEP, MPSEB Mandeleshwar.

47. In SMHPCL, borrowing Cost as per AS-16 amounting to Rs 3,52,77,64,469 (Previous Year – Rs. 3,03,12,62,597 has beendebited to preoperative expenditure during construction period (Pending allocation )

48. SMHPCL has amortised premium paid on leasehold project land over the period of the lease term. Accordingly an amountof Rs.602,495 (Previous Year – Rs.6,02,495) has been charged to statement of preoperative expenditure

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49. The Company has not made provision for Income Tax for the current financial as the interest earned on deposit of surplusfunds with various entities for the period prior to commencement of business is not chargeable as income from other sourcesas there is a direct nexus between the borrowed funds and the deposited funds, and that payments and receipts of interest willgo to the same account to compute the net amount which will ultimately be capitalized

50. Recoverability of current assets, loans and advances

In the opinion of the Board, the current assets and loans and advances have a value on realization in the ordinary course ofbusiness at least equal to the amount at which they are stated and provision for all known and determined liabilities (exceptwherever otherwise stated) are adequate and not in excess of the amount reasonably necessary. Keeping in view the fact thatthe investments are of the long-term nature, no diminution in the book value of the said investments is considered during theyear.

51. Previous year’s figures have been regrouped/ rearranged/ reclassified wherever necessary to conform to current year’sclassification under Revised Schedule VI.




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