REPORTS AND ACCOUNTS 2013-2014 SUBSIDIARY ...investors.larsentoubro.com/upload/SubAnnualRep...Sr....

VOLUME - 1Sr. Name of the Subsidiary PagesNo. From To

REPORTS AND ACCOUNTS 2013-2014SUBSIDIARY COMPANIES

HYDROCARBON BUSINESS:

1 L&T-Valdel Engineering Limited ..................................................................................................................S 15 - S 38

2 L&T-Gulf Private Limited ..............................................................................................................................S 39 - S 59

3 L&T Sapura Shipping Private Limited .........................................................................................................S 60 - S 76

4 L&T Sapura Offshore Private Limited .........................................................................................................S 77 - S 91

INFRASTRUCTURE BUSINESS:

5 Hi-Tech Rock Products & Aggregates Limited ...........................................................................................S 1 - S 14

6 Larsen & Toubro Readymix Concrete Industries LLC ................................................................................S 1018 - S 1035

POWER DEVELOPMENT BUSINESS:

7 L&T Power Development Limited ...............................................................................................................S 152 - S 169

8 L&T Himachal Hydropower Limited ............................................................................................................S 170 - S 184

9 L&T Arunachal Hydropower Limited ..........................................................................................................S 185 - S 198

10 L&T Uttaranchal Hydropower Limited ........................................................................................................S 199 - S 215

HEAVY ENGINEERING & SHIPBUILDING BUSINESS:

11 Spectrum Infotech Private Limited ..............................................................................................................S 92 - S 118

12 L&T Special Steels And Heavy Forgings Private Limited ...........................................................................S 119 - S 151

13 L&T Shipbuilding Limited ............................................................................................................................S 789 - S 820

14 L&T Cassidian Limited ................................................................................................................................S 821 - S 829

MACHINERY & INDUSTRIAL PRODUCTS BUSINESS:

15 L&T Kobelco Machinery Private Limited .....................................................................................................S 649 - S 673

16 L&T Construction Equipment Limited ........................................................................................................S 674 - S 708

17 EWAC Alloys Limited ..................................................................................................................................S 709 - S 737

18 Larsen & Toubro (Qingdao) Rubber Machinery Company Limited ...........................................................S 738 - S 753

19 Qingdao Larsen & Toubro Trading Company Limited ...............................................................................S 754 - S 761

20 L&T Cutting Tools Limited ...........................................................................................................................S 941 - S 964

IT & TECHNOLOGY SERVICES BUSINESS:

21 L&T Technology Services Limited ..............................................................................................................S 216 - S 237

22 GDA Technologies Limited .........................................................................................................................S 1164 - S 1179

23 Larsen & Toubro Infotech Canada Limited .................................................................................................S 1180 - S 1191

24 L&T Infotech Financial Services Technologies Inc. ....................................................................................S 1192 - S 1204

25 L&T Information Technology Services (Shanghai) Co. Ltd. .......................................................................S 1205 - S 1213

26 Larsen & Toubro Infotech Limited ...............................................................................................................S 1225 - S 1261

27 Larsen and Toubro Infotech South Africa (PTY) Limited ............................................................................S 1262 - S 1272

28 Larsen & Toubro Infotech GmbH ................................................................................................................S 1273 - S 1283

29 Larsen & Toubro Infotech LLC ....................................................................................................................S 1284 - S 1292

Sr. Name of the Subsidiary PagesNo. From To

POWER BUSINESS:

30 L&T - Sargent & Lundy Limited...................................................................................................................S 238 - S 261

31 L&T Howden Private Limited ......................................................................................................................S 262 - S 282

32 L&T - MHI Boilers Private Limited ...............................................................................................................S 965 - S 992

33 L&T - MHI Turbine Generators Private Limited ...........................................................................................S 993 - S 1017

REALTY BUSINESS:

34 L&T Tech Park Limited ................................................................................................................................S 493 - S 507

35 L&T Tejomaya Limited .................................................................................................................................S 508 - S 528

36 L&T Vision Ventures Limited .......................................................................................................................S 529 - S 540

37 CSJ Infrastructure Private Limited ..............................................................................................................S 541 - S 562

38 CSJ Hotels Private Limited .........................................................................................................................S 563 - S 571

39 L&T Infocity Limited ....................................................................................................................................S 572 - S 598

40 L&T Hitech City Limited ..............................................................................................................................S 599 - S 615

41 Hyderabad International Trade Expositions Limited ..................................................................................S 616 - S 637

42 Chennai Vision Developers Private Limited ................................................................................................S 638 - S 648

43 L&T Seawoods Private Limited ...................................................................................................................S 1036 - S 1057

ELECTRICAL & AUTOMATION BUSINESS:

44 L&T Electrical & Automation Saudi Arabia Company Limited LLC ............................................................S 772 - S 788

DEVELOPMENTAL PROJECTS BUSINESS:

45 L&T Krishnagiri Thopur Toll Road Limited ..................................................................................................S 283 - S 303

46 L&T Western Andhra Tollways Limited .......................................................................................................S 304 - S 324

47 L&T Vadodara Bharuch Tollway Limited .....................................................................................................S 325 - S 348

48 L&T Ahmedabad-Maliya Tollway Limited ....................................................................................................S 349 - S 373

49 L&T Samakhiali Gandhidham Tollway Limited ...........................................................................................S 374 - S 396

50 L&T Krishnagiri Walajahpet Tollway Limited ...............................................................................................S 397 - S 415

51 L&T Western India Tollbridge Limited .........................................................................................................S 416 - S 429

52 Kudgi Transmission Limited ........................................................................................................................S 430 - S 448

53 L&T Halol-Shamlaji Tollway Limited ............................................................................................................S 449 - S 473

54 L&T Deccan Tollways Limited .....................................................................................................................S 474 - S 492

55 L&T Transportation Infrastructure Limited ..................................................................................................S 1058 - S 1079

56 Narmada Infrastructure Construction Enterprise Limited...........................................................................S 1080 - S 1100

57 L&T Panipat Elevated Corridor Limited ......................................................................................................S 1101 - S 1122

58 L&T Interstate Road Corridor Limited .........................................................................................................S 1123 - S 1143

59 L&T BPP Tollway Limited ............................................................................................................................S 1144 - S 1163

CORPORATE:

60 L&T Electricals & Automation Limited ........................................................................................................S 762 - S 771

61 L&T Aviation Services Private Limited ........................................................................................................S 830 - S 851

62 L&T Power Limited ......................................................................................................................................S 852 - S 862

63 L&T Capital Company Limited ................................................................................................................... S 863 - S 887

64 L&T Trustee Company Private Limited .......................................................................................................S 888 - S 896

65 L&T Natural Resources Limited ..................................................................................................................S 897 - S 908

66 Kesun Iron & Steel Company Private Limited ............................................................................................S 909 - S 918

67 L&T Solar Limited ........................................................................................................................................S 919 - S 929

68 Raykal Aluminium Company Private Limited .............................................................................................S 930 - S 940

69 L&T Powergen Limited ................................................................................................................................S 1214 - S 1224

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HI-TECH ROCK PRODUCTS & AGGREGATES LIMITED


DIRECTORS REPORT

Your Directors have pleasure in presenting their Report and the Accounts for the year ended March 31, 2014.

I. FINANCIAL RESULTS The key financial parameters for the period ended March 31, 2014 are submitted below:

SI. No

Particulars 2013-14V Lakhs

2012-13V Lakhs

1 Income for the year 5936.76 11150.53

2 Less: Expenditure (5845.97) (11051.77)

3 Profit Before Depreciation & Tax (PBDT) 90.79 98.76

4 Less: Depreciation

5 Profit / (Loss) before tax (PBT) 90.79 98.76

6 Less: Provision for tax 24.85 30.51

7 Profit / (Loss) after tax (PAT) 65.94 68.24

8 Balance brought forward from previous year 131.60 136.49

9 Balance carried to Balance Sheet 197.55 131.60

II. PERFORMANCE OF THE COMPANY Your Company, in line with its objectives, had acquired Twelve Quarry leases, during the year. Quarrying operations were carried out in

compliance with statutory requirements by engaging resourceful sub-contractors and supplies were made in line with clients requirements / satisfaction while meeting our business purpose.

III. APPROPRIATION The Directors wish to inform that there were no appropriations to any kind of specific Reserves of the Company during the year.

IV. DIVIDENDS: The Directors of your Company express their inability to consider any dividend to be paid to the Shareholders of the Company for the year

2013-14.

V. CAPITAL EXPENDITURE The Company does not carry any fixed assets in the Books.

VI. AUDITORS REPORT The Auditors Report to the Shareholders does not contain any qualifications.

VII. DEPOSITS The Company has not accepted any deposits from the public.

VIII. MATERIAL CHANGES, IF ANY BETWEEN DATE OF THE BALANCE SHEET AND DATE OF THE DIRECTORS REPORT There are no material changes that have taken place in the Company between the Date of the Balance Sheet and the Date of the Directors

Report.

IX. PARTICULARS OF EMPLOYEES There are no employees covered by the provisions of the Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars

of Employees) Rules, 1975.

X. SUBSIDIARY COMPANIES Your Company does not have any subsidiary Company.

XI. DIRECTORS RESPONSIBILITY STATEMENT: The Board of Directors of the Company confirms:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

2. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit/loss of the Company for the year ended on that date;

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3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

5. That proper systems are in place to ensure compliance of all laws applicable to the Company

XII. DIRECTORS: Mr. Subbaiya Kanappan, Director retiring by rotation at the forthcoming Annual General Meeting being eligible, offer himself for reappointment.

The Board of Directors as on 31.03.2014 is as follows:

Mr. S. Kanappan

Mr. K. Kannan

Mr. K.V. Praveen

XIII. AUDIT COMMITTEE The Company need not have an audit committee as the paid up capital of the Company is only R 5 Lakhs.

XIV. AUDITORS: The Auditors, M/s. Sharp & Tannan, Chartered Accountants, Mumbai, Statutory Auditors of the Company hold office until the conclusion of

the ensuing Annual General Meeting and are recommended for reappointment.

Certificate from Auditors have been received to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

XV. DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS PER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

CONSERVATION OF ENERGY Since the Company is engaged in quarrying and mining Operation, Conservation of energy, research and development, technology

observation does not apply.

TECHNOLOGY ABSORPTION There was no Technology Absorption during the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO There are no earnings and expenditure in terms of Foreign Exchange during the year 2013-14.

XVI. ACKNOWLEDGEMENTS: The Directors acknowledge the valuable support extended to the Company by the staff and management of the parent company.

For and on behalf of the Board

Place : Mumbai K. KANNAN K. V. PRAVEENDate : May 28, 2014 Director Director

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INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF HI-TECH ROCK PRODUCTS AND AGGREGATES LIMITED

Report on the financial statementsWe have audited the accompanying financial statements of HI-TECH ROCK PRODUCTS AND AGGREGATES LIMITED (the Company), which comprise the Balance Sheet as at March 31, 2014,and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial StatementsManagement is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014,

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditors Report) Order, 2003 and as amended by the Companies (Auditors Report)(Amendment) Order, 2004

(together the Order)issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report, comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

e) on the basis of written representations received from the Directors as on March 31,2014, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2014, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

For SHARP & TANNAN Chartered Accountants (Firms Registration No. 109982W)

ASHWIN B CHOPRAPlace : Chennai PartnerDate : May 28, 2014 Membership No. 38159

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ANNEXURE TO THE INDEPENDENT AUDITORS REPORTWith reference to the Annexure referred to in paragraph 1under the heading Report on other legal and regulatory requirements of the independent auditors report of Hi-tech Rock Products and Aggregates Limited on the financial statements for the year ended March 31, 2014, we report that:(i) (a) The Company does not carry any fixed assets in its books,accordingly,paragraphs 4(i) (a), (b) and (c) of the Order are not applicable.(ii) The Company does not carry any inventory in its books, accordingly, paragraphs 4(ii) (a), (b) and (c) of the Order are not applicable.(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies,

firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4(iii) (b), (c) and (d) of the Order are not applicable.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4(iii) (f) and (g) of the Order are not applicable.

(iv) In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business for sale of goods. Further, on the basis of our examination of books and records of the Company and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (v) (b) of the Order is not applicable.

(vi) The Company has not accepted any deposit from the public within the meaning of Sections 58A, 58AA or any other relevant provisions of the Act, and the rules framed thereunder. Accordingly, paragraph 4(vi) of the Order is not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.(viii) We have broadly reviewed the books of account and records maintained by the Company pursuant to the rules prescribed by the Central

Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956. We are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. The contents of these accounts and records have not been examined by us.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is regular in depositing undisputed statutory dues including income-tax, sales tax and other statutory dues as applicable, with the appropriate authorities. According to the information and explanation given to us, there were no undisputed amounts payable in respect of statutory dues as at March 31, 2014 for a period of more than six months, from the date they become payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of income tax as at March 31, 2014 which have not been deposited on account of dispute pending are as under:

Name of the statute Nature of disputed dues V Period to which amount relates

Forum where the disputeis pending

The Income Tax Act,1961

Disallowance under Section 40(a)(ia) of the Act

9,476,590 2009-10 Commissioner of Income Tax (Appeals)

(x) The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank. The Company has not issued any debentures during the year.

(xii) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer in or trader in shares, securities,

debentures and other investments. Accordingly, paragraph 4(xiv) of the Order is not applicable.(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.(xvi) The Company has not availed any term loans during the year. Accordingly, paragraph 4(xvi) of the Order is not applicable.(xvii) According to the information and explanations given to us, the Company has not raised any funds on short-term basis, accordingly, paragraph

4(xvii) of the Order is not applicable.(xviii)The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section

301 of the Companies Act 1956,during the year.(xix) The Company has not issued any debentures during the year, accordingly, paragraph 4(xix) of the Order is not applicable.(xx) The Company has not raised any money by way of public issues during the year, accordingly, paragraph 4(xx) of the Order is not applicable.(xxi) During the course of our examination of the books and the records of the Company, carried out in accordance with the generally accepted

auditing practices in India and according to the information and explanations given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by management.

For SHARP & TANNAN Chartered Accountants (Firms Registration No. 109982W)

ASHWIN B CHOPRAPlace : Chennai PartnerDate : May 28, 2014 Membership No. 38159

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BALANCE SHEET AS AT MARCH 31, 2014

Note As at 31.03.2014 As at 31.03.2013V V V V

EQUITY AND LIABILITIES

Shareholders' Funds

(a) Share capital 2 500,000 500,000

(b) Reserves and surplus 3 19,754,635 13,160,337

20,254,635 13,660,337

Current liabilities

(a) Trade payables 4 139,479,616 144,858,235

(b) Other current liabilities 5 3,628,236 7,597,299

(c) Short-term provisions 6 2,485,000 3,051,760

145,592,852 155,507,294

TOTAL 165,847,487 169,167,631

ASSETS

Current assets

(a) Trade receivables 7 127,577,131 158,841,553

(b) Cash and bank balances 8 2,241,994 34,059

(c) Short term loans and advances 9 36,028,362 10,292,019

165,847,487 169,167,631

TOTAL 165,847,487 169,167,631

CONTINGENT LIABILITIES AND COMMITMENTS 10

SIGNIFICANT ACCOUNTING POLICIES 1

The accompanying notes form an integral part of the financial statements.

As per our report of even date

for SHARP & TANNANChartered Accountants(Firms Registration No.109982W)


ASHWIN B CHOPRAPartnerMembership No. 38159

K. KANNAN K. V. PRAVEENDirector Director

Place : MumbaiDate : May 28, 2014


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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2014

Note 2013-14 2012-13 V V

REVENUE

Revenue from operations (Gross) 11 593,271,806 1,115,053,249

Less: Excise duty

Revenue from operations (Net) 593,271,806 1,115,053,249

Other Income 12 404,638

TOTAL REVENUE 593,676,444 1,115,053,249

EXPENSES

Operating expenses 13 553,923,563 1,069,871,570

Administration and other expenses 14 30,664,187 35,266,723

Finance costs 15 9,396 38,711

TOTAL EXPENSES 584,597,146 1,105,177,004

Profit before tax 9,079,298 9,876,245

Tax expense

Current tax 2,485,000 3,051,760

Profit after tax for the year 6,594,298 6,824,485

Earnings per share (Basic and Diluted) 19 131.89 136.49

Face value of an equity Share 10.00 10.00

SIGNIFICANT ACCOUNTING POLICIES 1

The accompanying notes form an integral part of the financial statements.








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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2014

2013-14 2012-13 V V

A) Cash flow from operating activities

Net profit before tax 9,079,298 9,876,245

Adjustments for working capital changes

(Increase)/ decrease in trade receivables 31,264,422 (85,793,618)

(Increase)/ decrease in loans and advances (24,005,943) (5,310,283)

Increase/ (decrease) in trade and other payables (12,399,442) 83,020,601

Cash generated from / (used in) operations 3,938,335 1,792,945

Direct taxes paid during the year (1,730,400) (1,773,350)

Net cash from / (used in) operating activities (A) 2,207,935 19,595

B) Cash flow from investing activities

Net cash from / (used in) investing activities (B)

C) Cash flow from financing activities

Net cash from / (used in) financing activities (C)

Net increase/(decrease) in cash and cash equivalents (A+B+C) 2,207,935 19,595

Cash and cash equivalents as at the beginning of the year 34,059 14,464

Cash and cash equivalents as at the end of the year 2,241,994 34,059

Notes :

1 Cash flow statement has been prepared under the indirect method as set out in Accounting Standard (AS) 3: Cash Flow Statements as specified in Companies (Accounting Standards) Rules, 2006 (as amended).

2. Refer Note 8 for components of Cash and cash equivalents.

3. Previous years figures have been regrouped/reclassified wherever applicable.








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NOTES ACCOMPANYING THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014

1 SIGNIFICANT ACCOUNTING POLICIES

a) Basis of accounting The Company maintains its accounts on accrual basis following the historical cost convention, in accordance with generally accepted

accounting principles [GAAP]. Pursuant to circular 15/2013 dated September 13, 2013 read with circular 08/2014 dated April 4, 2014, till the Standards of Accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act , 1956 shall continue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the Accounting Standards notified under Section 211(3C), Companies (Accounting Standards) Rules, 2006, (as amended) and other relevant provisions of the Companies Act, 1956. Further, the guidance notes/announcements issued by the Institute of Chartered Accountants of India (ICAI) are also considered, wherever applicable.

The preparation of financial statements in conformity with GAAP requires that the management of the Company makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the financial statements. Examples of such estimates include the provision for doubtful debts / advances, etc. Difference, if any, between the actual results and estimates is recognized in the period in which the results are known.

b) Presentation of financial statements The Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format prescribed in the Schedule VI to the

Companies Act, 1956 (the Act). The Cash Flow Statement has been prepared and presented as per the requirements of Accounting Standard (AS) 3 Cash Flow Statements. The disclosure requirements with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule VI to the Act, are presented by way of notes forming part of accounts along with the other notes required to be disclosed under the notified Accounting Standards.

c) Revenue recognition Revenue is recognized based on nature of activity when consideration can be reliably measured and there exists reasonable certainty of its

recovery.

(i) Revenue from sale of products is recognized when all the significant risks and rewards of ownership of the products are passed on to the customers, which is generally on dispatch of goods and acceptance, when the amount of revenue and the costs incurred in respect of the transaction can be measured reliably and it is probable that the economic benefit associated with the transaction will flow to the Company.

(ii) Interest income is accrued at applicable interest rate.

d) Extraordinary and exceptional Items Income or expenses that arise from events or transactions that are clearly distinct from the ordinary activities of the Company are classified as

extraordinary items. Specific disclosure of such events/transactions is made in the financial statements. Similarly, any external event beyond the control of the Company, significantly impacting income or expense, is also treated as extraordinary item and disclosed as such.

On certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the Company,is such that its disclosure improves an understanding of the performance of the Company. Such income or expense is classified as an exceptional item and accordingly disclosed in the notes to accounts.

e) Cash and bank balances Cash and bank balances also include fixed deposits, margin money deposits, earmarked balances with banks and other bank balances which

have restrictions on repatriation. Short term and liquid investments being not free from more than insignificant risk of change in value, are not included as part of cash and cash equivalents.

f) Accounting for taxes on income Tax on income for the current period is determined on the basis of taxable income and tax credits computed in accordance with the provisions

of the Income Tax Act 1961 and based on the expected outcome of assessments/appeals.

Deferred tax is recognised on timing differences between the income accounted in financial statements and the taxable income for the year, and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.

Deferred tax assets relating to unabsorbed depreciation/business losses/losses under the head capital gains are recognised and carried forward to the extent there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

Other deferred tax assets are recognised and carried forward to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

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NOTES ACCOMPANYING THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014 (CONTD.)g) Leases Assets acquired on leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating

leases. Lease rentals are charged to the Statement of Profit and Loss on accrual basis.

h) Provisions, contingent liabilities and contingent assets (i) Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation, if

1) the Company has a present obligation as a result of a past event;

2) a probable outflow of resources is expected to settle the obligation ; and

3) the amount of the obligation can be reliably estimated.

(ii) Reimbursement expected in respect of expenditure required to settle a provision is recognized only when it is virtually certain that the reimbursement will be received.

(iii) Contingent liability is disclosed in case of

1) a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation;

2) a present obligation arising from past events, when no reliable estimate is possible;

3) a possible obligation arising from past events, where the probability of outflow of resources is not remote.

(iv) Contingent assets are neither recognized nor disclosed.

(v) Provisions, contingent liabilities and contingent assets are reviewed at each Balance sheet date.

i) Foreign Currency transactions: a) The reporting currency of the Company is Indian Rupees.

b) Foreign currency transactions are recorded on initial recognition in the reporting currency, using the exchange rate at the date of the transaction. At each Balance Sheet date, foreign currency monetary items are reported using the closing rate.

Non-monetary items, carried at historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transactions.

Exchange differences that arise on settlement of monetary items or on reporting of monetary items at each Balance Sheet date at the closing rate, are recognized as income or expense in the period in which they arise.

c) Financial statements of foreign operations treated as integral operations, are translated in the same manner as foreign currency transactions, as described above. Exchange differences arising on such translation are recognized as income or expense of the period in which they arise.

j) Cash Flow Statement Cash Flow Statement is prepared segregating the cash flows from operating, investing and financing activities. Cash flow from operating

activities is reported using indirect method. Under the indirect method, the net profit is adjusted for the effects of:

I. transactions of a non-cash nature

II. any deferrals or accruals of past or future operating cash receipts or payments and

III. items of income or expense associated with investing or financing cash flows

Cash and cash equivalents (including bank balances) are reflected as such in the Cash Flow Statement. Those cash and cash equivalents which are not available for general use as on the date of Balance Sheet are also included under this category with a specific disclosure.

2 SHARE CAPITAL

As at 31.03.2014 As at 31.03.2013

Numbers V Numbers V

Authorised capital :

Equity shares of v 10/- each 10,000,000 100,000,000 10,000,000 100,000,000

Issued, subscribed and paid up:

Equity shares of v 10/- each fully paid up 50,000 500,000 50,000 500,000

(Refer Note No. 25(a) in Schedule 2)

50,000 500,000 50,000 500,000

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a) Reconciliation of equity shares outstanding at the beginning and at the end of the year There is no movement in share capital during the financial years 2013-14 and 2012-13.

b) Terms / rights attached to equity shares (i) The Company has only one class of equity shares having a par value of R 10/- each. Each holder of equity share is entitled to one

vote per share.

(ii) All shares issued carry equal rights for dividend declared by the Company.

(iii) There are no restrictions attached for any specific shareholder.

c) Equity shares held by holding company

As at 31.03.2014 As at 31.03.2013

Numbers V Numbers V

Larsen & Toubro Limited, along with nomineees 50,000 500,000 50,000 500,000

d) Details of Shareholders holding more than 5% of equity shares in the Company

As at 31.03.2014 As at 31.03.2013

Numbers % holding Numbers % holding

Larsen & Toubro Limited, along with nominees 50,000 100.00% 50,000 100.00%

e) No shares have been reserved for issue under options and contracts/commitments for the sale of shares / disinvestment. No securities have been issued with a right/option to convert the same into equity shares at a later date.

f) The Company has not bought back any shares or issued shares for consideration other than cash or issued bonus shares during the five years immediately preceding the date of Balance Sheet.

As at 31.03.2014 As at 31.03.2013

V V

3 RESERVES AND SURPLUS

Surplus

As per last Balance Sheet 13,160,337 6,335,852

Add: Profit for the year 6,594,298 6,824,485

TOTAL 19,754,635 13,160,337

4 TRADE PAYABLES

Due to -

Micro and small enterprises [Refer Note (a) below]

Other than micro and small enterprises 139,479,616 144,858,235

TOTAL 139,479,616 144,858,235

(a) There have been no transactions during the year with Micro and small enterprises covered under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006.

5 OTHER CURRENT LIABILITIES

Other Payables:

- VAT Payable 2,417,765 5,233,050

- TDS Payable 1,210,471 2,364,249

TOTAL 3,628,236 7,597,299

NOTES ACCOMPANYING THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014 (CONTD.)

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As at 31.03.2014 As at 31.03.2013

V V

6 SHORT-TERM PROVISIONS

Income tax 2,485,000 3,051,760

TOTAL 2,485,000 3,051,760

7 TRADE RECEIVABLES

Unsecured,Considered good

Debts outstanding for more than six months

Other debts 127,577,131 158,841,553

TOTAL 127,577,131 158,841,553

8 CASH AND BANK BALANCES

Cash and cash equivalents:

Balance with banks 2,124,479 34,059

Cash on hand 64,117

Other bank balances:

Fixed deposits with banks including interest accrued thereon with more than 12 months maturity 53,398

TOTAL 2,241,994 34,059

9 SHORT-TERM LOANS AND ADVANCES

Unsecured, considered good

Security deposits 21,012 41,012

Advances to suppliers 25,692,671 4,810,510

Prepaid Expenses 3,807,322

Prepaid Rent 23,113

Other Receivables 103,658

Advances Others 96,400

Rent deposits 286,906

Advance taxes (net of provisions) 5,997,280 5,440,497

TOTAL 36,028,362 10,292,019

10 CONTINGENT LIABILITIES AND COMMITMENTS (a) Contingent liabilities

Income tax liability in respect of matters which are under appeal [Refer Notes below] 9,476,590 9,476,590

TOTAL 9,476,590 9,476,590

Note : During the financial year 2012-13, the Company had received an assessment order under Section143(3) of the Income tax Act, 1961 dated

March 18, 2013 pertaining to Assessment year 2010-11. As per the Order, the department has disallowed expenses reimbursed by the Company to its holding company amounting R.20,097,286/- under Section 40(a) (ia) of the Act and has raised a demand of R 9,476,590/-

The Company has filed an appeal against the order on April 16, 2013 with Commissioner of Income Tax (Appeals) and obtained a stay for the initial assessment order.

The Company is confident of winning the case and hence no provision has been made in the books in this respect.

(b) Commitments as at March 31, 2014 is R. Nil (Previous year R. Nil)


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2013-14 2012-13

V V

11 REVENUE FROM OPERATIONS

Sale of products :

Gross Sales 592,689,585 1,115,053,249

Less:Excise duty

Net Sales 592,689,585 1,115,053,249

Other Operating revenue:

Income from services to the Group companies 582,221

TOTAL 593,271,806 1,115,053,249

Details of sale of products

Aggregates 258,956,981 599,375,773

Boulders 333,732,604 515,677,476

TOTAL 592,689,585 1,115,053,249

12 OTHER INCOME

Interest from Fixed deposit with bank 1,876

Exchange gain (net) 402,762

TOTAL 404,638

13 OPERATING EXPENSES

Contracting expenses 430,612,602 731,560,292

Power and fuel 23,847,939 93,653,746

Spares and consumables 7,212,119 31,832,182

Royalty 47,485,830 144,114,330

Hire of plant and machinery 44,745,330 65,729,075

Repairs and maintenance - others 19,743 2,981,945

TOTAL 553,923,563 1,069,871,570

14 ADMINISTRATION AND OTHER EXPENSES

Rates and taxes (Includes R.81,778/- pertaining to earlier period. Previous year R.NIL) 1,544,074 3,412,289

Cost of services 23,866,354 27,917,106

Legal and Professional charges (Refer note (b) below) 462,520 203,900

Printing and stationery 8,344 19,470

Travelling and conveyance 2,611,849 3,475,521

Miscellaneous expenses 155,180 145,812

Lease rentals (Includes R.150,000/- pertaining to earlier period. Previous year R.NIL) 2,015,866 92,625

TOTAL 30,664,187 35,266,723

(a) The Company does not have any employees on its payroll. Accordingly, the provisions of the Employees Provident Fund and Miscellaneous Provisions Act, 1952 and the Payment of Gratuity Act, 1972 are not applicable to the Company for the year.

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2013-14 2012-13

V V

(b) Legal and Professional charges includes Auditors remuneration (excluding service tax) as below:

As auditor 225,000 150,000

Certification fees 7,500 11,000

TOTAL 232,500 161,000

15 FINANCE COSTS

Interest - others 9,396 38,711

TOTAL 9,396 38,711

16. SEGMENT REPORTING AS PER ACCOUNTING STANDARD (AS) 17 a) The Company operates in the single segment of mining and quarrying operations and accordingly no primary segment reporting has

been made.

b) The Company derives its entire income from India and accordingly, no geographical segment reporting has been made.

17. DISCLOSURE OF RELATED PARTIES / RELATED PARTY TRANSACTIONS:

a) List of related parties Holding company : Larsen & Toubro Limited

b) Transaction with related parties:-

Nature of transaction TransactionV

Amount due from (V)

1) Sales of Boulders and Aggregates

2) Hire charges paid

3) Cost of services paid

4) Re-imbursement of expenses

5) Income from services

592,689,585(1,115,053,249)

44,745,330(65,729,075)

23,356,654(27,471,903)

84,102,857(284,203,002)

582,221(Nil)

127,577,131(158,841,553)

()

()

()

()

(Figures in bracket pertain to those of the previous year)

c) No amount due from or due to related parties has been written off or written back during the year.

18. The Company has not entered into any finance lease as specified in Accounting Standard (AS) - 19 Leases. The Company has, however taken certain land properties, plant and equipment under cancellable operating lease. These agreements are normally renewed on expiry, when required.

Lease rentals in respect of operating leases v 46,761,196/- (previous year R 65,821,700/-)

Contingent rent recognized in the Statement of Profit and Loss is R Nil (Previous year R Nil)


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19. Earnings per share (EPS) computed in accordance with Accounting Standard (AS) 20

Particulars Unit 2013-14 2012-13

Profit after tax for the year s 6,594,298 6,824,485

Number of Equity Shares Number 50,000 50,000

Earnings per Share - Basic and Diluted s 131.89 136.49

Face value of an equity share s 10.00 10.00

20. Figures for the previous year have been regrouped / reclassified, wherever necessary.









L&T-VALDEL ENGINEERING LIMITED

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DIRECTORS REPORT

Dear Members,

The Directors are delighted to present the report on the business and operations of the Company together with the Audited Statements of Accounts and the Auditors Report for the year ended March 31, 2014.

FINANCIAL RESULTS & YEAR IN RETROSPECT(v in lakhs)

Particulars 2013-14 2012-13

Gross Revenue 8,287.87 8,683.45

PBDIT 270.13 1,133.02

Less: Depreciation 201.75 270.71

Profit Before Tax 68.38 862.31

Less: Provision for Tax 50.00 240.00

Profit After Tax 18.38 622.31

The gross revenue for the financial year under review is v 8,287.87 lakhs, as against v 8,683.45 lakhs for the Year ended March 31, 2013, thus registering a downtick of 5%. The export turnover decreased from v 4,468.98 lakhs in 2012-13 to v 4,120.12 Lakhs during the current financial year. The Profit before Depreciation, Interest and Taxes for the year amounted to v 270.13 lakhs as against v 1,133.02 Lakhs during the previous year.

The year was very challenging in terms of inflows and realizations. Targeted major jobs were deferred to next financial year, while the ones which materialized were delayed by a quarter, thus impacting revenue accruals. Several macro-economic issues impacted the recovery of the Global Economy despite certain positives in the developed world. However, with several economies on recovery path, the investment sentiments have improved, which has provided a positive outlook in the medium to long term.

APPROPRIATIONSThere are no appropriations to the Companys earnings.

DIVIDENDThe Board of Directors has not recommended any dividend for the year 2013-14.

CAPITAL EXPENDITUREAs on March 31, 2014, the gross tangible and intangible assets stood at v 2,367.94 lakhs and the net tangible and intangible assets at v 317.67 lakhs. Additions during the year amounted to v 57.27 lakhs.

CREDIT RATINGCRISIL has retained the rating of AA+ Stable accorded to LTV.

AUDITORS REPORTThe Auditors Report to the Shareholders does not contain any qualification.

MATERIAL CHANGES, IF ANY BETWEEN BALANCE SHEET DATE AND DATE OF DIRECTORS REPORTThere were no material changes between Balance Sheet date and the date of Directors Report.

SECRETARIAL COMPLIANCE CERTIFICATIONThe Secretarial Compliance Certificate in accordance with the provisions of Section 383A (as amended) of Companies Act, 1956 has been obtained from Mr.Vijayakrishna K T, a Practicing Company Secretary.

DISCLOSURE OF PARTICULARSInformation as per the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Currency Exchange Earnings and Outgo is provided in the Annexure A forming part of this Report.

DISCLOSURE UNDER CORPORATE SOCIAL RESPONSIBILITY VOLUNTARY GUIDELINES, 2009The Company under the umbrella of Larsen & Toubro Limited, the Parent Company, has substantially been complying with the requirements of the Guidelines on Corporate Social Responsibility. The Company is also actively participating in the CSR initiatives of its Parent Company, which are detailed in the Sustainability Report hosted on the website www.larsentoubro.com

PERSONNELThe information required under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, is provided in the Annexure forming part of the Report. None of the employees listed in the said Annexure is related to any Director of the Company. In terms of Section 219 (1) (b) (iv) of the Act, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. If required, a copy of the same may be obtained by writing to the Chief Executive.


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SUBSIDIARY COMPANIESThe Company does not have any subsidiary company.

DIRECTORS RESPONSIBILITY STATEMENTThe Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profits of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual accounts have been prepared on a going concern basis. and

v. that the Company has adequate internal systems and controls in place to ensure compliance with the laws applicable to the Company.

DIRECTORSAt present the Board of Directors comprises of Mr. U Dasgupta, Mr. Dinesh Kumar Gupta, Mr. R Srivatsan and Mr. M J Shantharaam.

During the year, Mr. Shailendra Roy resigned from the Board of Directors with effect from July 4, 2013 of the Company on January 21, 2013. The Board of Directors places on record its appreciation of the contribution made by Mr. Shailendra Roy during his tenure as Director.

Pursuant to the provisions of the Companies Act, 1956 and Article 25(e) of the Articles of Association of the Company, Mr. Dinesh Kumar Gupta and Mr. R Srivatsan, Directors retire by rotation in the forthcoming Annual General Meeting and are eligible for re-appointment. The proposal for re-appointment of Mr. Dinesh Kumar Gupta and Mr. R Srivatsan is being placed before the ensuing Annual General Meeting for approval.

AUDIT COMMITTEEPursuant to the provisions of the Companies Act, 1956, the Audit Committee is not mandatory. The internal/secretarial audit reports and statutory audit reports are placed before the Board and deliberated in Board Meetings along with other mandatory business.

AUDITORSM/s. B.N. Subramanya & Co, Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141 (3) (g) of the Companies Act, 2013.

ACKNOWLEDGEMENTSThe Directors wish to thank the Clients, bankers, Vendors and business associates for their continued support and valuable co-operation during the year. The Directors also wish to place on record their appreciation of the contribution made by employees at all levels. Our consistent growth was made possible by their hard work, commitment, solidarity, cooperation and support. The Directors thank all Government and Quasi-Governmental Agencies for their continued co-operation and support to the Company.

For and on behalf of the Board of Directors

U. DASGUPTA D. K. GUPTA Director Director

Place : MumbaiDate : April 15, 2014

ANNEXURES TO DIRECTORS REPORT

ANNEXURE A

Directors Report - Additional information given in terms of notification issued by the Ministry of Corporate Affairs:

A. Conservation of Energy The operations of the Company are not energy intensive. The Company has taken various measures to reduce energy consumption such

as installation of energy saving devices / office equipment and by enhancing employee awareness / sensitivity on energy usage. Notable implementations include energy saving hardware, energy saving lightings, synchronization of lifts.

B. Technology In line with medium term Lakshya 2016 initiative, which is aligned with that of the Parent Companys, LTV is building up / enhancing strategic

capabilities to position itself for future. LTV has developed capabilities in RBD Study, Non-linear Elastoplastic analysis based on Finite Element


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Method (FEM), Rare Intense Earthquake (RIE) analysis, and Transportation Fatigue analysis. All these new capabilities have been successfully implemented in the projects executed for prestigious clients. With such implementations the Company expects to position itself to seamlessly deliver faster and more accurate engineering output with a consistent quality across its centers for future projects.

C. Certification to Standards LTV has been certified to ISO 9001:2008 (Quality Management System), ISO 27001:2005 (Information Security Management System), ISO

14001:2004 (Environment Management Systems) and BS OHSAS 18001:2007 (Occupational Health and Safety Assessment Series) and ISO TS 29001-2010. The Company firmly believes in, and adheres to, all the environmental standards.

D. Foreign Exchange Earnings and Outgo(v in lakhs)

Particulars 2013-14 2012-13

Foreign Exchange Earnings

FOB Value of Exports 4091.86 4416.99

Other Earnings 28.25 51.99

Earnings from Domestic Customers 311.91 132.29

Foreign Exchange Outgo

Software Expenses 56.91 85.56

Professional Charges 124.97 85.82

Others 39.04 38.30


S-18

SECRETARIAL COMPLIANCE CERTIFICATE

Registration No. of the Company (CIN) : U74210KA2004PLC035094

Nominal Capital : v 2,00,00,000/-

Paid up Capital : v 1,17,90,000/-

ToThe MembersL&T-Valdel Engineering Limited Bangalore

1. I have examined the registers, records, books and papers of L&T Valdel Engineering Limited (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on the March 31, 2014. In my opinion and to the best of my information and according to examinations carried out by me and explanations furnished to me by the Company, its officers and agents, I certify that in respect of the aforesaid financial year:

2. The Company has kept and maintained all registers as stated in Annexure A to this certificate, as per the provisions and the rules made there under and all entries therein have been duly recorded.

3. The Company has duly filed the forms and returns as stated in Annexure B to this certificate, with the Registrar of Companies within the time prescribed under the Act and the rules made there under.

4. The Company being a Public Limited Company, has the minimum prescribed paid up capital as per the provisions of Companies Act, 1956; the Company has the requisite number of members and the provisions of the Act do not prescribe maximum number of members for such a Public Limited Company.

5. The Board of Directors duly met 4 (Four) times during the financial year 2013-2014, the dates being 15.04.2013, 25.09.2013, 31.12.2013 and 20.02.2014 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed, in the Minutes Book maintained for the purpose.

6. The Company was not required to close its Register of Members during the financial year.

7. The Annual General Meeting for the financial year ended on 31.03.2013 was held on 30.05.2013 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

8. One Extra Ordinary General Meeting was held on 18.03.2014 during the financial year.

9. The Company has not advanced any loans to its Directors or persons or firms or Companies referred to under Section 295 of the Act.

10. The Company has not entered into contracts falling within the purview of Section 297 of the Act during the year.

11. The Company has made necessary entries in the register maintained under Section 301 of the Act.

12. As there was no instance falling within the purview of Section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, members or Central Government.

13. The Company has not issued any duplicate share certificates during the financial year under scrutiny.

14. The Company:

i. has not declared any dividend during the year and there is no unpaid dividend accounts in the records of the Company;

ii. was not required to deposit any amount in a separate Bank Account as no dividend was declared during the financial year;

iii. was not required to post warrants to any member of the Company as no dividend was declared during the financial year;

iv. was not required to transfer any funds to the Investor Education and Protection Fund;

v. has duly complied with the requirement of Section 217 of the Act.

15. The Board of Directors of the Company is duly constituted.

16. There were changes in the composition of the Board of Directors and the Company has duly complied with the provisions of the Act in this respect.

17. The Company has not appointed any sole-selling agents during the financial year.

18. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar and/or such authorities prescribed under the various provisions of the Act during the financial year.

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

20. The Company has not issued Equity Shares and has not issued any Debentures or other Securities during the financial year.

21. The Company has transferred Share during the financial year under scrutiny.

22. The Company has not bought back Shares during the financial year under scrutiny.

23. There was no redemption of Preference Shares or Debentures during the financial year.


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24. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares.

25. The Company has not invited/accepted any deposits including any unsecured loans falling within the purview of Section 58A during the financial year.

26. The Company has not made any borrowings during the financial year in violation of the provisions of Section 293(1) (d) of the Act.

27. The Company has not made any loans or advances or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose.

28. The Company has not altered the provisions of the Memorandum with respect to situation of the Companys registered office during the financial year under scrutiny.

29. The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the financial year under scrutiny.

30. The Company has not altered the provisions of the Memorandum with respect to the name of the Company during the financial year under scrutiny.

31. The Company has not altered the provisions of the Memorandum with respect to the Share Capital of the Company during the financial year under scrutiny.

32. The Company has altered its Articles of Association during the financial year.

33. There were no prosecutions initiated against or show cause notices received by the Company and no fines or penalties or any other punishment was imposed on the Company during the financial year, for offences under the Act.

34. The Company has not received any money as security from its employees during the financial year.

35. The Company has deposited both employees and employers contribution to the Provident Fund with prescribed authorities pursuant to Section 418 of the Act.

VIJAYAKRISHNA KT

Place: BangaloreDate: April 11, 2014

ANNEXURE AFollowing were the registers maintained by the Company:

1. Register of Allotment

2. Register of Members

3. Register of Transfer

4. Register of Directors

5. Register of Directors shareholding

6. Register of Disclosures

7. Register of Debentures

8. Register of Contracts

9. Register of Charges

10. Minutes of the meetings of Board of Directors and Shareholders

ANNEXURE BForms and returns as filed by the Company with the ROC, Regional Director, Central Government or other authorities during the financial year ended March 31, 2014:

Sl. No.

Form No./ Return

Filed under Section For Date of Filing

Whether filed within the Prescribed time

Yes/ No

If delay in filing whether requisite additional fee paid

Yes/ No

1. Form 66 383A Secretarial Compliance Report

18.06.2013 Yes No

2. Form 20B 159 Annual Return 26.07.2013 Yes No

3. Form 23AC & 23ACA

220 Annual Accounts 28.06.2013 Yes No

4. Form 32 303 (2) Change in Designation 18.06.2013 Yes No

5. Form 32 303 (2) Resignation 16.07.2013 Yes No


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INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF M/S. L&T-VALDEL ENGINEERING LIMITED

Report on the Financial StatementsWe have audited the accompanying financial statements of M/s. L&T-VALDEL ENGINEERING LIMITED (the Company) which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial StatementsManagement is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (the Act). This responsibility includes the design, implementation of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements 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 accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date1. As required by the Companies (Auditors Report) Order, 2003 (the Order) issued by the Central Government of India in terms of sub-section

(4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.2. As required by Section 227(3) of the Act, we report that: a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of

our audit; b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of

those books; c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of

account; d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred

to in subsection (3C) of Section 211 of the Companies Act, 1956; e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors,

none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under Section 441A of the Companies Act, 1956 nor has it issued any Rules under the said Section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

For B N SUBRAMANYA & CO. Chartered Accountants Firm Reg.No.004142S

DEVENDRA NAYAK PartnerPlace : Bangalore Membership No. 27449Date : April 16, 2014

ANNEXURE TO AUDITORS REPORT

(i) Fixed Assets a) The Company has maintained proper records of fixed assets showing full particulars, including quantitative details and situation of the

assets. b) The Management has conducted a physical verification of the fixed assets during the year and no material discrepancies were noticed

on such verification. c) On the basis of our examination of the books and records of the Company, and according to the information and explanations given to

us, in our opinion, the disposal of the fixed assets were not substantial and therefore do not affect the going concern assumption.


S-21

(ii) Inventory The activity of the Company during the year did not require holding of any inventory other than consumable stores, value of which is not

significant. Accordingly the provisions of clause (ii) (a), (b) & (c) of the above said order are not applicable to the Company.(iii) Loans and Advances a) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained

under Section 301 of Companies Act, 1956 during the year. Accordingly provisions of clause (iii) (b), (c) & (d) of the above said order are not applicable to the Company

b) The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of Companies Act, 1956 during the year. Accordingly provisions clause (iii) (f) & (g) of the above said order are not applicable to the Company.

(iv) Internal Control In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with

the size of the Company and the nature of its business, for the purchase of fixed assets and consumable stores. The activities of the Company do not involve purchase of inventory and sale of goods. We have not noted any continuing failure to correct major weakness in the internal controls during the course of audit.

(v) Particulars of contracts and arrangements required to be entered in the register maintained under Section 301 In our opinion, and according to the information and explanations given to us, there were no contracts and arrangements entered during the

year that need to be entered into the register maintained u/s 301 of the Companies Act, 1956. Hence no comment is required on clause (b) of (v).

(vi) Deposits According to the information and explanation given to us, the Company has not accepted any deposits from the public and consequently the

provisions of Section 58A and 58AA of the Companies Act, 1956, and the rules framed there under are not applicable.(vii) Internal Audit In our opinion, the Company has an internal audit system which is commensurate with the size and nature of its business.(ix) Statutory Dues a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues

including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other statutory dues applicable to it.

b) According to the information and explanations given to us and based on the records available, the Company had no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, wealth tax, sales tax, service tax, customs duty, excise duty, cess and any other statutory dues with the appropriate authorities as at the last day of the financial year concerned, for a period more than six months from the date they were payable.

c) According to the records of the Company, there are no dues of sale tax, customs duty, wealth tax, excise duty, service tax, cess which have not been deposited on account of any dispute except in the case of Income Tax, details of which are furnished below:

Name of the Statute

Nature of Dues Amount (v) Period to which amount relates to

Forum Where dispute is pending

Income Tax Act, 1961

Income Tax on account of disallowance of claim u/s.10A and Other Expenses

2,63,149/- A Y 2009-10 ITAT

Income Tax Act, 1961

Income Tax on account of disallowance of claim u/s.10A and Other Expenses

3,75,14,649/- A Y 2011-12 CIT-Appeals

(x) Erosion of networth According to the information and explanations given to us and based on the records available, the Company does not have accumulated

losses at the end of the financial year and has not incurred cash losses in current financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. The Company has no dues to any other financial institution or debenture holders.

(xii) According to the records of the Company, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

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

(xvi) According to the information and explanations given to us, the Company has not availed any term loans from Bank during the year, hence no comment is required.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

(xxi) In our opinion and to the best of our information and according to the explanations given to us no fraud on or by the Company have been noticed or reported during the year.

Clauses (viii), (xiii), (xiv), (xviii), (xix) and (xx) of Part A are not applicable to the Company. For B N SUBRAMANYA & CO. Chartered Accountants Firm Reg.No.004142S

DEVENDRA NAYAK PartnerPlace : Bangalore Membership No. 27449Date : April 16, 2014


S-22

BALANCE SHEET AS AT MARCH 31, 2014

As at 31.03.2014 As at 31.03.2013

Note No. v v v v

EQUITY AND LIABILITIES1 Shareholders' funds

(a) Share Capital 2.1.a 1,17,90,000 1,17,90,000 (b) Reserves and Surplus 2.1.b 48,62,60,536 48,44,22,448

49,80,50,536 49,62,12,448 2 Non-current liabilities

(a) Long-term provisions 2.2.a 1,75,50,091 1,19,16,183

1,75,50,091 1,19,16,183 3 Current liabilities

(a) Short-term borrowings 2.3.a (b) Trade payables 2.3.b 4,83,84,489 4,21,65,347 (c) Other current liabilities 2.3.c 13,51,52,010 10,17,66,587 (d) Short-term provisions 2.3.d 38,76,335 26,09,325

18,74,12,834 14,65,41,259

TOTAL 70,30,13,461 65,46,69,890

ASSETS1 Non-current assets

(a) Fixed assets(i) Tangible assets 3.1.a 2,85,13,443 3,85,62,804 (ii) Intangible assets 3.1.a 32,54,207 85,26,351

3,17,67,650 4,70,89,155 (b) Deferred tax assets (Net) 3.1.b (c) Long-term loans and advances 3.1.c 3,85,35,013 2,83,87,013 (d) Other non-current assets 3.1.d 41,02,786 41,46,219

7,44,05,449 7,96,22,387 2 Current assets

(a) Current investments 3.2.a 83,97,842 83,37,748 (b) Trade receivables 3.2.b 19,98,01,611 23,04,47,816 (c) Cash and bank balances 3.2.c 11,27,35,805 8,54,54,939 (d) Short-term loans and advances 3.2.d 4,86,25,395 4,14,20,520 (e) Other current assets 3.2.e 25,90,47,359 20,93,86,480

62,86,08,012 57,50,47,503

TOTAL 70,30,13,461 65,46,69,890

Contingent Liabilities 7Significant Accounting Policies 1Notes forming part of Accounts 2-18


FOR B. N. SUBRAMANYA & CO.Chartered Accountants


DEVENDRA NAYAKPartnerMembership No. 27449

U. DASGUPTA D. K. GUPTADirector

DIN - 00129114Director

DIN - 03116099

Place : BangaloreDate : April 16, 2014



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DIN - 03116099



STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2014

2013-14 2012-13

Note No. v v v v

REVENUE Revenue from Operations 4.1 81,56,19,877 83,98,99,916 Other Income 4.2 1,31,68,006 2,84,45,509

Total Revenue 82,87,87,883 86,83,45,425

EXPENSES Employee Benefit Expenses 5.1 57,76,34,081 52,98,26,607 Operating Expenses 5.2 21,98,73,662 22,30,44,799 Finance Costs 5.3 4,549 8,762 Depreciation and amortization 5.4 2,01,75,761 2,70,71,967 Other expenses 5.5 42,61,742 21,62,303

Total Expenses 82,19,49,795 78,21,14,438

Profit before tax 68,38,088 8,62,30,987 Less: Tax Expenses Current Tax 50,00,000 2,40,00,000 Deferred Tax

50,00,000 2,40,00,000

Profit for the period 18,38,088 6,22,30,987

Earnings per equity share Basic & Diluted 2 53 No. of Equity Shares 11,79,000 11,79,000

Significant Accounting Policies 1Notes forming part of Accounts 2 to 18


S-24

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2014

2014 v

2013v

A. Cash flow from Operating Activities:Profit Before Tax 68,38,088 8,62,30,987 Adjustments for :Income from units of Mutual Funds Realized (8,88,829) (42,24,362)Income from units of Mutual Funds Unrealized 48,290 Provision /(reversal) for diminution in value of investments 3,038 Depreciation (including obsolescence), amortization and impairment 2,01,75,761 2,70,71,967 Premium on Forward Contracts 1,57,80,246 Unrealized foreign exchange difference - net (gain)/loss 21,71,339 (13,86,488)Interest (net) (17,73,939) (15,17,582)(Profit)/Loss on sale of fixed assets (net) (97,327) 2,85,895 (Profit)/Loss on sale of investments (net) (25,13,019) (56,73,672)

Operating profit before working capital changes 2,39,12,074 11,66,18,320

Adjustments for :(Increase)/Decrease in trade and other receivables (9,30,57,200) (16,55,32,806)Increase/(Decrease) in trade and other payables 4,15,05,483 (8,65,40,389)

Cash generated from operations (2,76,39,643) (13,54,54,875)Direct taxes refund/(paid)- net 5,45,61,745 6,97,71,118

Net Cash from Operating Activities 2,69,22,102 (6,56,83,757)

B. Cash flow from Investing Activities:Purchase of fixed assets (57,27,131) (1,02,73,607)Sale of fixed assets 9,70,201 4,93,125 Purchase of investments (27,13,82,704) (29,82,94,861)Sale of investments 27,13,22,611 30,49,54,075 Loans/Deposits made with subsidiaries / associates and third parties (net) Advance towards equity commitment Interest received 17,78,488 15,26,344 Profit on Sale of fixed assets Profit on Sale of Investments 25,13,019 56,73,672 Income from units of Mutual Funds 8,88,829 42,24,362 Actual Loss on Forward Contracts (1,19,66,144)

Net Cash (used in)/ from Investing Activities 3,63,313 (36,63,034)

C. Cash flow from Financing Activities:Tax on dividend Interest paid (4,549) (8,762)

Net Cash (used in)/ from Financing Activities (4,549) (8,762)

Net (decrease) / increase in cash and cash equivalents (A + B + C) 2,72,80,866 (6,93,55,553)Cash and cash equivalents at beginning of the period 8,54,54,939 15,48,10,492

Cash and cash equivalents at end of the period 11,27,35,805 8,54,54,939

Notes 1 Cash flow statement has been prepared under the indirect method as set out in the Accounting Standard 3 : Cash Flow Statements as specified in the Companies Accounting Standard Rules, 2006.

2 Cash and cash equivalents at the end of the year represent cash and bank balances and include unrealized loss of v 31,36,860/- (Previous year v 9,76,383/- unrealized loss) on account of translation of foreign currency bank balances.

3 The cash and cash equivalents for the current year includes v 76,42,012/- (PY: v 65,75,748/-) which does not meet the definition of cash and cash equivalents as per Accounting Standard 3 specified under The Companies (Accounting Standards) Rules, 2006.

4 Previous years figures have been regrouped / reclassified wherever applicable.







DIN - 03116099




S-25

NOTES FORMING PART OF THE ACCOUNTS

1. SIGNIFICANT ACCOUNTING POLICIES

Company Overview:L&T-Valdel Engineering Limited (LTV) is a wholly owned subsidiary of M/s. Larsen & Toubro Limited. LTV provides complete engineering solutions for Upstream Oil & Gas sector and offers design engineering services covering concept / feasibility studies, de-bottlenecking studies, FEED, pre-bid Engineering, pre-engineering survey, detailed engineering, as-built documentation services and project management services for Oil & Gas projects globally.

A. Significant Accounting Policies

1. Basis of Preparation of Financial Statements The accompanying financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the

historical cost convention and on the accrual basis. GAAP comprises the applicable provisions of the Companies Act, 1956 and mandatory Accounting Standards as per the Companies (Accounting Standards) Rule, 2006 and other Accounting Standards issued by ICAI, not yet notified. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or revi

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