DIRECTORS’ REPORT Park.pdf · L&T Tejomaya Limited is a wholly owned subsidiary of the Company....
Transcript of DIRECTORS’ REPORT Park.pdf · L&T Tejomaya Limited is a wholly owned subsidiary of the Company....
S-984
L&T TECH PARK LIMITED
DIRECTORS’ REPORT
The Directors have pleasure in presenting their 8th report and Audited Accounts for the year ended 31st March, 2013.
I. FINANCIAL RESULTS
SI. No. Particulars 2012-13V
2011-12V
1 Income for the year – 21,13,68,536
2 Less: Expenditure 23,50,531 15,61,09,170
3 Profit Before Depreciation & Tax (PBDT) 23,50,531 5,52,59,366
4 Less: Depreciation 3,02,614 2,89,96,343
5 Profit / (Loss) before tax (PBT) (26,53,145) 2,62,63,023
6 Less: Provision for current tax (MAT) – 52,54,640
7 Less : Provision for deferred tax – 82,25,066
8 Profit / (Loss) after tax (PAT) (26,53,145) 1,27,83,317
9 Less : Preference Dividend provision made – 5,500
10 Balance brought forward from previous year 1,41,94,447 14,16,630
11 Balance carried to Balance Sheet 1,15,41,302 1,41,94,447
II. DIVIDEND During the period under review, Directors do not recommend any dividend for both equity as well as preference shares, for the financial year
2012-13.
III. APPROPRIATIONS The Directors wish to inform that there were no appropriations to any kind of specific or to General Reserves of the Company during the year
2012-13.
IV. DEMERGER OF THE COMPANY During the year the Company had filed application with Hon’ble High Court of Judicature at Madras under the Scheme of Arrangement
(Demerger). The Scheme was sanctioned by the Hon’ble High Court of vide order dated 26th April, 2013 and effective from 3rd May, 2013.
The Company will transfer the entire properties, assets, liabilities, rights, operations, activities forming part of Phase - I, also referred to as “Demerged Undertaking or Tejomaya Undertaking” to L&T Tejomaya Limited, the Resulting Company.
V. PERFORMANCE OF THE COMPANY The Directors wish to inform that your company has recorded no Income from operations and the expenditure incurred during the year is
R 26.53 Lacs The company has recorded a loss after tax of R 26.53 Lacs as against previous year’s profit of R 127.83 Lacs which is carried to the Balance Sheet.
VI. CAPITAL EXPENDITURE The Directors wish to inform that your company has not added any fixed assets and transferred assets amounting to R 10,704.54Lacs pursuant
to the scheme of demerger to the resultant company, thereby the Gross fixed assets of the company stood at R 272.13 Lacs , accumulated depreciation stood at R 19.23 Lacs and net fixed assets stood at R 252.90 Lacs after charging off depreciation of R 3.03 Lacs during the year.
VII. AUDITORS’ REPORT The Auditors’ Report to the Shareholders does not contain any qualifications.
VIII. DEPOSITS The Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.
IX. MATERIAL CHANGES, IF ANY BETWEEN DATE OF THE BALANCE SHEET AND DATE OF THE DIRECTORS’ REPORT There are no material changes to be reported between date of the Balance Sheet and date of the Directors’ Report
X. 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 There are no particulars to be disclosed as per the Companies’ (Disclosure of Particulars in the Report of the Board of Directors) Rules,
1988.
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• Technology Absorption There was no Technology absorption during the year 2012-13.
• Foreign Exchange Earnings and Outgo There were no earnings or outgo in terms of Foreign Exchange during the year 2012-13.
XI. PARTICULARS OF EMPLOYEES U/S 217 (2A) 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.
XII. SUBSIDIARY COMPANIES L&T Tejomaya Limited is a wholly owned subsidiary of the Company. The accounts of the subsidiary company for the year ended March 31,
2013 is attached in accordance with Section 212 of the Companies Act, 1956.
XIII. DIRECTORS RESPONSIBILITY STATEMENT The 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, 2013 and of the loss 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.
v. That proper systems are in place to ensure compliance of all laws applicable to the Company.
XIV. DIRECTORS At present the Board comprises of Mr. Shrikant Joshi, Mr. Uma Charan Rath, Mr. G. V. Prasad, Mr. Subba Rao Dukkipati and Mr. T. Srinagesh.
Mr. D. B. Raju resigned from the Board on September 30, 2012.
Mr. Shrikant Joshi appointed as Additional Directors with effect from 21.03.2013. He holds office up to the date of the ensuing Annual General Meeting. Resolution proposing their appointment will be placed before the shareholders for their approval.
Mr. U. C. Rath, holds office only up to which Mr. Ravi Bellur Nagesha Rao in whose place he was appointed in the Board Meeting held on 09.05.2013, would have held office, namely up to the date of ensuing Annual general Meeting.
Mr. G. V. Prasad Directors, will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for reappointment.
XV. AUDIT COMMITTEE The Audit Committee consists of three Directors. The present members of the committee are:
1. Mr. Shrikant Joshi
2. Mr. U. C. Rath
3. Mr. G. V. Prasad
4. Mr. Talatam Srinagesh
The role, terms of reference, the authority and power of Chairman are in conformity with the requirements of the Companies act, 1956.
The Committee met periodically during the year and held discussions with the auditors on internal control systems and internal audit report.
XVI. REMUNERATION COMMITTEE The Remuneration Committee consists of three Directors. The present members of the committee are:
1. Mr. Shrikant Joshi
2. Mr. U. C. Rath
3. Mr. G. V. Prasad
4. Mr. Talatam Srinagesh
The role, terms of reference, the authority and power of Remuneration Committee are in conformity with the requirements of the Companies act, 1956.
XVII. AUDITORS The Auditors, M/s Sharp & Tannan, will hold office until the conclusion of the ensuing Annual General Meeting. The Directors recommend
that Sharp & Tannan, Chartered Accountants be re-appointed as the Statutory Auditors of the Company at the forthcoming Annual General Meeting of the Company to hold office till the conclusion of the next Annual General Meeting of the Company.
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Certificate from Auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act.
XVIII COST AUDIT Pursuant to The Companies (Cost Accounting Records) Rules, 2011 issued by the Ministry of Corporate Affairs on June 3, 2011, certification
of the Cost Compliance Report by a Cost Accountant is essential.
In this regard Mr. Karuchola Koteswara Rao, certified the Cost Compliance Report for the year ended March 31, 2012. The Company approved the said report from the Directors by passing a circular resolution dated 3rd January, 2013.
XIX. COMPLIANCE WITH VOLUNTARY CORPORATE GOVERNANCE GUIDELINES, 2009 The Company has familiarized itself with the requirement of the Corporate Governance Voluntary Guidelines 2009 issued by the Ministry of
Corporate Affairs and it is in the process of implementing many of the suggestions. Our compliance with the said guidelines is given below -
A) Separation of Offices of Chairman & Chief Executive The Chairman is elected during each Board Meeting by the Directors from amongst those present. All the Directors are Non-Executive
and the role of Chairman is confined to the proper conduct of the Board Meeting. The Manager of the Company is Mr. Jimmy George. The offices of Chairman and Manager are separate, and is ensured as per the requirement of guidelines.
B) Remuneration of Directors The Directors are not paid any remuneration by way of sitting fees, etc.
C) Independent Directors All the members of the Board of the Company are independent in the sense that none of them are involved in the day to day management
of the Company.
D) Number of Companies in which an Individual may become a Director The number of Companies in which an individual may become a director are being complied with by the Directors.
E) Responsibilities of the Board Presentations to the Board in areas such as financial results, budgets, business prospects etc. give the Directors, an opportunity to
interact with senior managers and other functional heads. Directors are also updated about their role, responsibilities and liabilities.
F) Statutory Auditors The Company has obtained a certificate from the auditors certifying its independence and arm’s length relationship with the Company.
The Company does not advocate rotation of Auditors as envisaged in these guidelines in view of the domain knowledge acquired by the Auditors over a period of time. However, the partners who sign the annual audited accounts are changed on a rotational basis.
G) Internal Auditors The Corporate Audit Services department of Larsen & Toubro Limited provides internal audit services to the Company.
H) Internal Control The Board ensures the effectiveness of the Company’s system of internal controls including financial, operational and compliance controls
and risk management systems.
I) Secretarial Audit The Secretarial Audit, at regular intervals, is conducted by the Corporate Secretarial department of Larsen & Toubro Limited, which has
competent professionals to carry out the said audit.
XX. ACKNOWLEDGEMENTS The Directors acknowledge the invaluable support extended to the Company by the Financial Institutions, Bankers, employees of the Company
and management staff of the Parent Company.
For and on behalf of the Board
Place : Mumbai SHRIKANT JOSHI U. C. RATHDate : July 5, 2013 Director Director
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L&T TECH PARK LIMITED
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF L&T TECH PARK LIMITED
Report on the Financial StatementsWe have audited the accompanying financial statements of L&T TECH PARK LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2013 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.
Management’s 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 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.
Auditor’s 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 auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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, 2013;
b) in the case of the Statement of Profit and Loss, of the loss 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 date.
Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”), as amended, 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 said 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 referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;and
e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.
SHARP & TANNANChartered Accountants
(Firm’s Registration No. 003792S)by the hand of
V. VISWANATHANPlace : Chennai PartnerDate : July 26, 2013 Membership No. 215565
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L&T TECH PARK LIMITED
ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT
With reference to the Annexure referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of the Independent Auditor’s Report to the members of L&T Tech Park Limited on the financial statements for the year ended March 31, 2013, we report that:
(i) (a) The Company is maintaining proper records to show full particulars including quantitative details and situation of all fixed assets.
(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.
(c) During the year, the Company has disposed off the entire fixed assets pertaining to Phase I of its business activities pursuant to the Scheme of Demerger. In our opinion and according to the information and explanations given to us by the management, such disposal, though substantial, has not affected the going concern status of the Company.
(ii) The Company does not carry any inventory in its books and, hence reporting on clause 4(ii) (a), (b) and (c) of the Order relating to inventory does not arise.
(iii) (a) According to the information and the 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 Companies Act, 1956. Accordingly reporting under clause 4 (iii) (b), (c) and (d) of the Order does not arise.
(b) According to the information and the 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 Companies Act, 1956. Accordingly reporting under clause 4 (iii) (f) and (g) of the Order does not arise.
(iv) In our opinion, and according to the information and explanations given to us, there is and adequate internal control system commensurate with the size of the Company and nature of its business for purchase of fixed assets and for the sale of services. In our opinion 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) 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 and hence reporting under clause 4 (v) of the Order does not arise.
(vi) The Company has not accepted any deposit from the public within the meaning of and Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder. Hence reporting under clause 4(vi) of the Order does not arise.
(vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business. However, no internal audit was conducted during the year.
(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 and 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 generally regular in depositing undisputed statutory dues including income tax and other statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts payable in respect of income tax and other statutory dues outstanding as at March 31, 2013 for a period of more than six months from the date from which they became payable.
(b) According to the information and explanations given to us, there are no statutory liabilities which have not been deposited on account of a dispute.
(x) The Company has no accumulated losses as at March 31, 2013. The Company has incurred cash losses in the current financial year. The Company has not incurred cash losses in the immediately preceding financial year.
(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution or bank during the year. The Company has not issued any debentures.
(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) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Hence reporting under clause 4(xiii) of the Order does not arise.
(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly reporting under clause 4(xiv) of the Order does not arise.
(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly reporting under clause 4 (xv) of the Order does not arise.
(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.
(xvii) In our opinion and according to the information and explanations given to us, we report that no funds were raised on short-term basis during the year and hence reporting on their usage for long term investments does not arise.
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L&T TECH PARK LIMITED
(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956, during the year under audit and hence reporting under clause 4 (xviii) of the Order does not arise.
(xix) The Company has not issued any debentures during the year. Hence, reporting under clause 4(xix) of the Order does not arise.
(xx) The Company has not raised any money by public issues during the year. Accordingly reporting under clause 4(xx) of the Order does not arise.
(xxi) During the course of our audit of the books and records of the Company carried out in accordance with generally accepted auditing practices followed in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed by us or reported during the year, nor have we been informed of such cases by the management.
SHARP & TANNANChartered Accountants
(Firm’s Registration No. 003792S)by the hand of
V. VISWANATHANPlace : Chennai PartnerDate : July 26, 2013 Membership No. 215565
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L&T TECH PARK LIMITED
BALANCE SHEET AS AT MARCH 31, 2013 As at March 31, 2013 As at March 31, 2012 Note No. v v v v
EQUITY AND LIABILITIES
Shareholders' funds
(a) Share capital 2 65,000,000 316,250,000
(b) Reserves and surplus 3 73,639,142 87,944,447
138,639,142 404,194,447Non - current liabilities
(a) Long term borrowings 4 – 537,717,208
(b) Deferred tax liabilities (net) 5 – 9,206,364
(c) Other long-term liabilities 6 991,482 4,560,146
991,482 551,483,718Current liabilities
(a) Trade payables 7 – 7,700,179
(b) Other current liabilities 8 3,109,307 171,074,745
(c) Short-term provisions 9 22,899 5,749,686
3,132,206 184,524,610
TOTAL 142,762,830 1,140,202,775
ASSETSNon - current assets
(a) Fixed assets 10
(i) Tangible assets 25,290,119 986,771,057
(ii) Capital work-in-progress 116,972,711 116,972,711
142,262,830 1,103,743,768
(b) Long term loans and advances 11 – 2,728,520
(c) Non - current investments 12 500,000 –
142,762,830 1,106,472,288Current assets
(a) Trade receivables 13 – 7,197,135
(b) Cash and cash equivalents 14 – 4,628,833
(c) Short term loans and advances 15 – 21,904,519
– 33,730,487
Total 142,762,830 1,140,202,775
CONTINGENT LIABILITIES AND COMMITMENTS 26
SIGNIFICANT ACCOUNTING POLICIES 1
The accompanying notes form an integral part of financial statements.
As per our report attached
SHARP & TANNANChartered Accountants(Firm’s registration No. 003792S)By the hand of
For and on behalf of the Board
V. VISWANATHANPartnerMembership No. 215565
SHRIKANT JOSHI U. C. RATHDirector Director
Place : ChennaiDate : July 26, 2013
Place : MumbaiDate : July 5, 2013
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L&T TECH PARK LIMITED
The accompanying notes form an integral part of financial statements.
As per our report attached
SHARP & TANNANChartered Accountants(Firm’s registration No. 003792S)By the hand of
For and on behalf of the Board
V. VISWANATHANPartnerMembership No. 215565
SHRIKANT JOSHI U. C. RATHDirector Director
Place : ChennaiDate : July 26, 2013
Place : MumbaiDate : July 5, 2013
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2013 2012-13 2011-12 Note No. v v
REVENUE
Revenue from operations 16 – 210,427,120
Other income 17 – 941,416
TOTAL REVENUE – 211,368,536
EXPENSES
Operating expenses 18 – 58,319,543
Employee benefits expense 19 – 5,116,236
Finance costs 20 – 84,072,905
Depreciation and amortisation expense 10 302,614 28,996,343
Other expenses 21 2,350,531 8,600,486
TOTAL EXPENSES 2,653,145 185,105,513
Profit / (loss) before tax (2,653,145) 26,263,023
Tax expense:
Current tax – 5,254,640
Deferred tax 5 – 8,225,066
Profit / (loss) for the year (2,653,145) 12,783,317
Earnings per share (Basic and Diluted) 31 (2.65) 0.49
Nominal value per equity share 10.00 10.00
SIGNIFICANT ACCOUNTING POLICIES 1
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L&T TECH PARK LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2013 2012-13 2011-12 v v v v
A. Cash flows from operating activities
Profit / (loss) before tax (2,653,145) 26,263,023
Adjustments for:
Depreciation expense 302,614 28,996,343
Interest income – (117,830)
Interest expenses – 84,072,905
302,614 112,951,418
Operating profit / (loss) before working capital changes (2,350,531) 139,214,441
Adjustments for:
(Increase)/ decrease in trade receivables – (1,252,566)
(Increase) / decrease in loans and advances – (8,676,207)
Increase/(decrease) in trade and other payables 2,350,531 14,276,996
2,350,531 4,348,223
Net cash generated from operations – 143,562,664
Direct taxes paid / refund (net) – –
Net cash flow from operating activities (A) – 143,562,664
B. Cash flows from investing activities
Purchase of fixed assets – (3,073,379)
Cash and cash equivalents transferred pursuant to demerger[Refer Note 3 below]"
(4,628,833) –
Interest received – 117,830
Net cash flow from / (used in) investing activities (B) (4,628,833) (2,955,549)
C. Cash flows from financing activities
Repayment of long-term borrowings – (65,244,762)
Interest paid – (84,072,905)
Net cash flow from / (used in) financing activities (C) – (149,317,667)
Net increase/(decrease) in cash and cash equivalents (A+B+C) (4,628,833) (8,710,552)
Cash and cash equivalents at the beginning of the year 4,628,833 13,339,385
Cash and cash equivalents at the end of the year – 4,628,833
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 by the Companies (Accounting Standards) Rules, 2006, as amended.2. Cash and cash equivalents represent balances with banks on current accounts.3. Pursuant to the scheme of demerger, all assets and liabilities pertaining to Phase I activities of the Company have been transferred to L&T
Tejomaya Limited with effect from April 1, 2012 [Refer Note 23 infra]4. Figures for the previous year have been regrouped / reclassified wherever necessary.
As per our report attached
SHARP & TANNANChartered Accountants(Firm’s registration No. 003792S)By the hand of
For and on behalf of the Board
V. VISWANATHANPartnerMembership No. 215565
SHRIKANT JOSHI U. C. RATHDirector Director
Place : ChennaiDate : July 26, 2013
Place : MumbaiDate : July 5, 2013
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L&T TECH PARK LIMITED
NOTES ACCOMPANYING THE FINANCIAL STATEMENTS
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”), in compliance with the provisions of the Companies Act, 1956 and the Accounting Standards as specified in the Companies (Accounting Standards) Rules, 2006, (as amended), prescribed by the Central Government. However, certain escalation and other claims, which are not ascertainable /acknowledged by customers, are not taken into account.
b) Use of estimates 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 useful lives of tangible and intangible fixed assets, allowances for doubtful debts / advances etc. Differences, if any, between the actual results and estimates is recognized in the period in which the results are known.
c) Revenue recognition Revenue is recognised based on the nature of activity when consideration can be reasonably measured and there exists reasonable
certainty of its recovery. i) Revenue from operations is accounted on accrual basis based on the agreements with the customers. ii) Interest income is recognised on time proportion basis at applicable interest rates. iii) Other items of income are accounted as and when the right to receive arises.
d) Fixed assets i) Fixed assets are stated at original cost, less accumulated depreciation, accumulated amortisation and cumulative impairment. ii) Administrative and other general overhead expenses that are specifically attributable to construction or acquisition of fixed assets
or bringing the fixed assets to working condition are allocated and capitalised as a part of the cost of the fixed assets.
e) Depreciation i. Owned assets:
Depreciation on assets is provided on a straight line basis at the rates specified in Schedule XIV of the Companies Act, 1956. In respect of the following asset categories, depreciation is provided at higher rates in line with their estimated useful lives.
Category of asset Rate of Depreciation (%)
Furniture and fixtures 10.00
Plant and Machinery
i) Office Equipment 25.00
ii) Air conditioning and refrigeration equipment 8.33
iii) Computers 16.67
iv) Laptops 25.00
v) Network Switch 16.67
Depreciation on additions to/deductions from assets is calculated pro rata from/to the month of additions/deductions.
Depreciation charge for impaired assets is adjusted in future periods in such a manner that the revised carrying amount of the asset is allocated over its remaining useful life.
ii. Leasehold land:
Land acquired under long-term lease is classified under “tangible assets” and is depreciated over the period of lease.
f) Investments i) Long term investments are carried at cost, after providing for any diminution in value, if such diminution is other than temporary in
nature. ii) Current investments are carried at lower of cost and fair value. The determination of carrying amount of such investments is done
on the basis of weighted average cost of each individual investment.
g) Impairment of assets As at each Balance Sheet date, the carrying amount of assets is tested for impairment so as to determine: i) the provision for impairment loss, if any, required; or ii) The reversal, if any, required for impairment loss recognized in previous periods.
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NOTES ACCOMPANYING THE FINANCIAL STATEMENTS (Contd.)
Impairment loss is recognised when the carrying amount of assets exceeds its recoverable amount.
Recoverable amount is determined:
i) in case of the individual asset, at the higher of the net selling price and value in use.
ii) in the case of cash generating unit, at the higher of the cash generating unit’s net selling price and the value in use.
Value in use is determined as the present value of estimated future cash flows from the continuing use of an asset and from its disposal at the end of its useful life.
h) Cash and cash equivalents Cash and cash equivalents represents cash on hand and demand deposits with banks include short-term and highly liquid investments
that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
i) Employee benefits i) Short Term Employee Benefits: All employee benefits payable wholly within twelve months of rendering the services are classified as short term employee benefits.
Benefits such as salaries, wages, short term compensated absences etc and the expected cost of bonus, exgratia are recognised in the period in which the employee renders the related service.
ii) Post-employment benefits 1) Defined contribution plans State governed recognised provident fund linked with employee pension scheme is the Defined contribution plan. The contribution
paid/payable under the schemes is recognized during the period in which the employee renders the related service.
2) Defined benefit plans The Company’s obligation towards gratuity is a defined benefit plan. The present value of the obligation under such defined
benefit plans is determined based on actuarial valuation using Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
The obligation is measured at the present value of the estimated future cash flows.
Actuarial gains and losses are recognized immediately in the Statement of Profit and Loss.
Gains or losses on the curtailment or settlement of any defined benefit plan are recognised when the curtailment or settlement occurs. Past service cost is recognised as expense on a straight-line basis over the average period until the benefits become vested.
iii) Long term employee benefits The obligation for long term employee benefits such as long-term compensated absences is recognised in the similar manner as
in the case of defined benefit plans as mentioned in (ii)(2) above.
j) Borrowing costs Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalized as part of such
assets, till such time as the asset is ready for its intended use or for sale. A qualifying asset is an asset that necessarily takes a substantial period of time (ordinarily, a period of twelve months) to get ready for intended use or sale. All other borrowing costs are recognized as an expense in the period in which they are incurred.
k) Leases i) 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.
ii) Assets leased out under operating leases are capitalised and stated at original cost. Rental income is recognised on accrual basis over the lease term.
l) Taxes on income i) 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.
ii) Deferred tax is recognized on timing difference between the accounting income 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.
iii) Deferred tax assets relating to unabsorbed depreciation/business losses are recognised and carried forward to the extent that there is a virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.
iv) 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.
S-995
L&T TECH PARK LIMITED
NOTES ACCOMPANYING THE FINANCIAL STATEMENTS (Contd.)
m) Foreign currency transactions i) The reporting currency of the company is the Indian rupee.
ii) 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 recorded using the closing rate. Non-monetary items which are carried at historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.
iii) Exchange differences that arise on settlement of monetary items or on reporting at each Balance Sheet date of the Company’s monetary items at the closing rate are recognised as income or expense in the period in which they arise.
n) Operating cycle for current/non-current classification Operating cycle for the business activities of the company is taken as twelve months for classification of its assets and liabilities into
current/non-current.
o) 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 a) the Company has a present obligation as a result of a past event; b) a probable outflow of resources is expected to settle the obligation; and c) the amount of the obligation can be reliable estimated.
ii) Reimbursement expected in respect of expenditure required to settle a provision is recognised only when it is virtually certain that reimbursement will be received.
iii) Contingent liability is disclosed in the case of a) a present obligation arising from a past event, when it is not probable that an outflow of resources will be required to settle the
obligation; b) a present obligation when no reliable estimate is possible; and c) a possible obligation arising from past events where the probability of outflow of resources is not remote.
iv) Contingent assets are neither recognised, nor disclosed.
v) Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.
2. SHARE CAPITAL
As at March 31, 2013 As at March 31, 2012
Numbers V Numbers V
Authorised
Equity shares of V 10/- each 33,000,000 330,000,000 33,000,000 330,000,000
Preference shares of V 10/- each 6,000,000 60,000,000 6,000,000 60,000,000
TOTAL 39,000,000 390,000,000 39,000,000 390,000,000
Issued, subscribed and fully paid up:
Equity shares of V 10/- each 1,000,000 10,000,000 26,125,000 261,250,000
Preference shares of V 10/- each 5,500,000 55,000,000 5,500,000 55,000,000
TOTAL 6,500,000 65,000,000 31,625,000 316,250,000
(a) Reconciliation of shares oustanding at the beginning and at the end of the year (i) Equity share capital
Issued, subscribed and fully paid up 2012-13 2011-12
Numbers V Numbers V
At the beginning of the year 26,125,000 261,250,000 26,125,000 261,250,000
Less: Reduced pursuant to demerger[Refer Note 23 infra]
25,125,000 251,250,000 – –
At the end of the year 1,000,000 10,000,000 26,125,000 261,250,000
(ii) Preference share capital There is no movement in preference share capital during the current year and previous year.
S-996
L&T TECH PARK LIMITED
NOTES ACCOMPANYING THE FINANCIAL STATEMENTS (Contd.)
(b) Terms/ rights / restrictions attached to equity and preference shares (i) Equity shares The Company has only one class of equity shares which are issued at a par value of V 10/- per share. Each holder of equity shares is entitled to one vote per share. The shares issued carry equal rights to dividend declared by the Company and there are no restrictions attached to any specific
shareholder.
(ii) Preference shares The Company has issued 0.01% redeemable preference shares with rights and privileges as provided under the Companies Act,
1956. Dividend is payable on the redeemable preference shares cumulatively at the time of redemption. As per the shareholders’ agreement, these shares are to be redeemed, subject to applicable law, at anytime after 36 months and
before 120 months of their subscription. The shareholders have right to seek redemption at the redemption price of V 10/- per share at a premium of V 10/- per share. During any financial year the actual number of preference shares that would be redeemed by the Company would be such that the minimum debt service coverage ratio committed to the lenders for that year is maintained after such redemption.
The shares issued carry equal rights to dividend declared by the Company and there are no restrictions attached to any specific shareholder.
(c) Details of shares held by holding company
Name of the shareholder As at March 31, 2013 As at March 31, 2012
Numbers V Numbers V
Equity shares
L&T Urban Infrastructure Limited(along with its nominees)"
510,000 5,100,000 13,323,750 133,237,500
Preference shares
L&T Urban Infrastructure Limited 2,805,000 28,050,000 2,805,000 28,050,000
(d) Shares in the company held by each shareholder holding more than 5 percent shares
Name of the share holder As at March 31, 2013 As at March 31, 2012
Numbers Shareholding % Numbers Shareholding %
Equity shares
L&T Urban Infrastructure Limited(along with its nominees)
510,000 51.00% 13,323,750 51.00%
Pragnya Fund 1 490,000 49.00% 12,801,250 49.00%
1,000,000 100.00% 26,125,000 100.00%
Preference shares
L&T Urban Infrastructure Limited 2,805,000 51.00% 2,805,000 51.00%
Pragnya Fund 1 2,695,000 49.00% 2,695,000 49.00%
TOTAL 5,500,000 100.00% 5,500,000 100.00%
(e) 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 Balance Sheet date.
(f) The Company has not issued any security with the right / option to convert the same into equity shares at a later date. The Company has not reserved any shares for issue under options and contracts/ commitments for the sale of shares / disinvestments.
S-997
L&T TECH PARK LIMITED
NOTES ACCOMPANYING THE FINANCIAL STATEMENTS (Contd.)
As at March 31, 2013 As at March 31, 2012V V V V
3 RESERVES AND SURPLUS
Securities premium account
As per last Balance Sheet 73,750,000 73,750,000
Less: Adjusted pursuant to demerger [Refer Note 23 infra]
11,652,160 –
62,097,840 73,750,000
Surplus
As per last Balance Sheet 14,194,447 1,416,630
Add : Profit / (loss) for the year (2,653,145) 12,783,317
Less : Preference Dividend [Refer note (a) below]
– 5,500
11,541,302 14,194,447
TOTAL 73,639,142 87,944,447
(a) Cumulative redeemable preference shares were issued at par with a right to receive dividend at the time of redemption at 0.01% p.a. As the Company has not earned profits for appropriation during the current year, no provision for preference dividend has been made.
As atMarch 31, 2013
As atMarch 31, 2012
V V
4 LONG-TERM BORROWINGS
Secured:
Term Loans from banks
Union Bank of India - Term Loan - 1 – 406,933,558
Union Bank of India - Term Loan - 2 – 130,783,650
TOTAL – 537,717,208
5 DEFERRED TAX LIABILITIES (NET)
(i) Deferred tax liabilities:
a) Difference between book and tax depreciation – 96,041,562
– 96,041,562
(ii) Deferred tax assets:
a) Provision for gratuity and leave encashment – 200,000
b) On account of unabsorbed losses and depreciation under the Income Tax Act, 1961 – 86,635,198
c) Expenses on account of demerger (u/s 35DD) [Refer Note (a) below] – –
– 86,835,198
Net Deferred tax liability/ (asset) [(i) - (ii)] – 9,206,364
Less: Deferred tax liability (net) transferred pursuant to demerger 9,206,364 Net increase / (decrease) in deferred tax liability charged / (credited) to Statement of Profit and Loss – (a) Deferred tax asset on deduction u/s 35DD of the Income Tax Act, 1961 of V 503,601/- has not been recognised as a measure of prudence.
S-998
L&T TECH PARK LIMITED
NOTES ACCOMPANYING THE FINANCIAL STATEMENTS (Contd.)
As atMarch 31, 2013
As atMarch 31, 2012
V V
6 OTHER LONG-TERM LIABILITIES
Building Cess - Labour Welfare Fund [Refer note (a) below] 991,482 4,560,146
TOTAL 991,482 4,560,146
(a) The amount represents Building Cess payable to “Building and other Construction Workers Welfare Board” of Kerala on completion of construction of Phase - II building by the Company and its assessment by the aforesaid authority, which the management expects to become due only after 12 months from the reporting date.
7 TRADE PAYABLES
Due to :
Micro and small enterprises [Refer Note (a) below] – –
Ultimate holding Company – 1,621,400
Holding Company – 1,256,400
Others – 4,822,379
TOTAL – 7,700,179
(a) There has been no transactions during the year with Micro and Small Enterprises covered under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. Hence, reporting on overdue amounts and interest payable thereon does not arise.
8 OTHER CURRENT LIABILITIES
Current maturities of long term borrowings
Union Bank of India - Term Loan - 1 – 61,515,214
Union Bank of India - Term Loan - 2 – 8,032,494
Interest accrued but not due on borrowings – 6,966,209
Security deposits from tenants – 85,559,425
Due to related parties
Ultimate holding Company – 939,100
Holding Company – 72,808
Subsidiary 2,782,907 –
Fellow subsidiary – 6,466,177
Liability for expenses 293,760 1,224,009
Other payables 32,640 299,309
TOTAL 3,109,307 171,074,745
9 SHORT-TERM PROVISIONS
Provision for employee benefits [Refer Note 27 infra]
Provision for compensated absences – 195,321
Provision for gratuity – 276,826
Provision for current tax [Refer Note (a) below] – 5,254,640
Proposed preference dividend 22,899 22,899
TOTAL 22,899 5,749,686
(a) The Company does not have taxable income both under conventional method of computation of income and under Section 115JB (Minimum Alternate Tax) of the Income Tax Act, 1961. Accordingly, no provision for income tax has been made for the year.
S-999
L&T TECH PARK LIMITED
NOTES ACCOMPANYING THE FINANCIAL STATEMENTS (Contd.)10 FIXED ASSETS
Particulars
GROSS BLOCK DEPRECIATION NET BLOCKAs at April
1, 2012Additions Deductions
pursuant to demerger
Deduc-tions
As at March 31, 2013
Up to March 31,
2012
For the year
Deductions pursuant to
demerger
On deduc-
tions
Up to March 31,
2013
As at March 31,
2013
As at March
31, 2012
v v v v v v v v v v v v
(a) Tangible assets
Land
Leasehold land 37,865,321 – 10,652,261 – 27,213,060 2,373,540 302,614 753,213 – 1,922,941 25,290,119 35,491,781
Subtotal 37,865,321 – 10,652,261 – 27,213,060 2,373,540 302,614 753,213 – 1,922,941 25,290,119 35,491,781
Buildings
Leased out 753,650,473 – 753,650,473 – – 48,177,214 – 48,177,214 – – – 705,473,259
Subtotal 753,650,473 – 753,650,473 – – 48,177,214 – 48,177,214 – – – 705,473,259
Plant & Equipment
Leased Out 281,245,340 – 281,245,340 – – 53,031,283 – 53,031,283 – – – 228,214,057
Subtotal 281,245,340 – 281,245,340 – – 53,031,283 – 53,031,283 – – – 228,214,057
Computers
Owned 1,002,062 – 1,002,062 – – 619,322 – 619,322 – – – 382,740
Subtotal 1,002,062 – 1,002,062 – – 619,322 – 619,322 – – – 382,740
Furniture and fixtures
Owned 257,856 – 257,856 – – 194,082 – 194,082 – – – 63,774
Leased Out 23,507,762 – 23,507,762 – – 6,437,261 – 6,437,261 – – – 17,070,501
Subtotal 23,765,618 – 23,765,618 – – 6,631,343 – 6,631,343 – – – 17,134,275
Office equipment
Owned 57,488 – 57,488 – – 26,565 – 26,565 – – – 30,923
Subtotal 57,488 – 57,488 – – 26,565 – 26,565 – – – 30,923
Other assets
Owned
Air conditioners 66,850 – 66,850 – – 22,829 – 22,829 – – – 44,021
Photographic equipment
14,400 – 14,400 – – 14,399 – 14,399 – – – 1
Subtotal 81,250 – 81,250 – – 37,228 – 37,228 – – – 44,022
TOTAL 1,097,667,552 – 1,070,454,492 – 27,213,060 110,896,495 302,614 109,276,168 – 1,922,941 25,290,119
PREVIOUS YEAR 1,094,564,565 3,102,987 – – 1,097,667,552 81,900,152 28,996,343 – – 110,896,495 986,771,057
(b) Capital work in Progress [Refer note (i) below] 116,972,711 116,972,711
142,262,830 1,103,743,768
(i) Capital Work in Progress of V 116,972,711 represents expenses incurred on piling works for Phase - II Building
(c) Impairment of assets The Company has reviewed the future discounted cash flows based on value in use of fixed assets and satisfied that the recoverable amount
is more than the amount carried in the books. Accordingly, no provision for impairment is required to be made in the financial statements.
S-1000
L&T TECH PARK LIMITED
NOTES ACCOMPANYING THE FINANCIAL STATEMENTS (Contd.)
As atMarch 31, 2013
As atMarch 31, 2012
V V
11 LONG-TERM LOANS AND ADVANCES
Unsecured, considered good
Security deposits – 83,800
Others – 2,644,720
TOTAL – 2,728,520
12 NON-CURRENT INVESTMENTS
Long term investments (at cost)
Trade Investments (Unquoted)
Investment in equity instruments
Fellow subsidiary company
L&T Tejomaya Limited 500,000 –
(50,000 equity shares of 10/- each fully paid up)
TOTAL 500,000 –
Aggregate amount of unquoted investments 500,000 –
13 TRADE RECEIVABLES
Unsecured, considered good
Trade receivables exceeding six months – 38,396
Other debts – 7,158,739
TOTAL – 7,197,135
14 CASH AND CASH EQUIVALENTS
Balances with banks in current accounts – 4,628,833
TOTAL – 4,628,833
15 SHORT-TERM LOANS AND ADVANCES
Unsecured, considered good
Due from related parties
Ultimate holding company – 83,788
Advance income taxes (net of provisions) – 20,906,659
Prepaid expenses – 914,072
TOTAL – 21,904,519
S-1001
L&T TECH PARK LIMITED
NOTES ACCOMPANYING THE FINANCIAL STATEMENTS (Contd.)
2012-2013 2011-2012V V
16 REVENUE FROM OPERATIONS
Sale of services
Lease rentals – 157,046,845
Other operating revenue
Interior fit-out works for tenants – 53,380,275
TOTAL – 210,427,120
17 OTHER INCOME
Interest on income tax refund – 26,928
Interest on deposits – 90,902
Miscellaneous income – 791,586
Provision no longer required written back – 32,000
TOTAL – 941,416
18 OPERATING EXPENSES
Purchase of materials – 16,098,871
Sub-contractor charges – 25,895,708
Engineering, technical and consultancy fees – 2,394,207
Maintenance of buildings – 13,930,757
TOTAL – 58,319,543
19 EMPLOYEE BENEFITS EXPENSE
Salaries and allowances – 3,127,989
Cost of services – 1,396,000
Contribution to / provision for
(a) Provident fund – 156,808
(b) Gratuity – 142,854
(c) Compensated absences – 38,436
– 338,098
Staff welfare expenses – 254,149
TOTAL – 5,116,236
20 FINANCE COSTS
Interest on term loans – 84,072,905
TOTAL – 84,072,905
S-1002
L&T TECH PARK LIMITED
NOTES ACCOMPANYING THE FINANCIAL STATEMENTS (Contd.)
2012-2013 2011-2012V V
21 OTHER EXPENSES
Power and fuel – 224,516
Rent – 29,799
Traveling and conveyance – 1,198,331
Insurance – 641,355
Rates and taxes – 3,953,302
Selling expenses – 428,250
Legal and professional charges [Refer Note (a) below] 2,317,598 1,760,352
Miscellaneous expenses 32,933 364,581
TOTAL 2,350,531 8,600,486
(a) Legal and professional charges include auditor’s remuneration as follows -
Statutory audit fee 240,000 240,000
Tax audit fee 50,000 50,000
Other services 86,400 –
Expenses reimbursed 993 17,721
TOTAL 377,393 307,721
22. The Company is an approved co-developer of Infopark Special Economic Zone and holder of Letter of Approval No.2/34/2005-EPZ Dt. 27.06.2006 issued by the Board of Approvals, Ministry of Commerce, Government of India.
23. DEMERGER a) Pursuant to the Scheme of Arrangement and Demerger (“the Scheme”) under Section 391 to 394 of the Companies Act, 1956 between
L&T Tech Park Limited (“the demerged company”) and L&T Tejomaya Limited (“the resulting company”) approved by the Honorable High Court of Judicature at Madras on April 26, 2013 -
i. all rights (inclusive of the leasehold rights), assets, liabilities, business operations and activities pertaining and relating to Phase I (including 50% undivided share of common driveway) carried out by the demerged company (“the demerged undertaking”) as on the appointed date (April 1, 2012) have been transferred to the resulting company at their respective book values.
ii. the summary of assets and liabilities transferred to the resulting company as on April 1, 2012 is as given below -
Particulars V V
Fixed assets (net) 961,178,324
Long-term loans and advnces 2,728,520
Current assets 33,730,487
997,637,331
Less:
Long-term borrowings 537,717,208
Deferred tax liabilities (net) 9,206,364
Other long-term liabilities 3,568,664
Current liabilities and provisions 184,242,935
(734,735,171)
Net assets transferred 262,902,160
iii. the resulting company has issued 26,290,216 equity shares of V 10/- each as fully paid-up aggregating to V 262,902,160 to the existing shareholders of the demerged company as on the record date in the ratio of 10,063 equity shares of V 10/- each fully paid-up of the Company for every 10,000 equity shares of V 10/- each held in the demerged company.
iv. the difference between the value of assets and the value of liabilities transferred amounting to V 262,902,160 has been adjusted against
S-1003
L&T TECH PARK LIMITED
NOTES ACCOMPANYING THE FINANCIAL STATEMENTS (Contd.)equity share capital issued to the extent of V 251,250,000 and against Securities Premium Account to the extent of V 11,652,160 in the books of the Company in accordance with Clause 11.2 of the Scheme of Demerger.
v. all the employees engaged in the demerged undertaking of the company shall become the employees of the resulting company on the basis that their service shall have been continuous and shall not be interrupted by reason of the demerger. Provident fund, gratuity fund and any other special fund existing for the benefit of the employees of the demerged undertaking of the demerged company shall stand substituted. All rights, duties, power and obligation of the demerged company in relation to such funds shall become those of the resulting company.
vi. all legal or other proceedings initiated by or against the demerged company in respect of the demerged undertaking shall be transferred in the name of the resulting company and be continued, prosecuted and enforced by or against the resulting company to the exclusion of the demerged company.
vii. as per the Scheme, during the period between the Appointed date and the Effective date (May 3, 2013), the demerged company is deemed to have carried on its business and activities relating to the demerged undertaking and shall stand possessed of all its assets and properties in “trust” on behalf of the resulting company. Further all profits or incomes earned and losses and expenses incurred towards the demerged undertaking for the year, shall for all purposes, be deemed to be profits or income or losses or expenditure respectively, of the resulting company.
viii. the title deeds for immovable properties, licenses, agreements, loan documents etc. pertaining to the demerged undertaking are in the process of being transferred in the name of L&T Tejomaya Limited.
24. The Company has taken on lease 7.44 acres of land as stated below for a period of 90 years from the date of lease deed at Kakkanad, Kochi from Infoparks, Kerala, a society registered under the Travancore Cochin Literary Scientific Charitable Societies Registration Act, 1955, to develop buildings and other support infrastructure and amenities and market the buildings for Information Technology (IT) & IT-related use:
a. 4.00 acres vide lease deed dated September 8, 2005
b. 3.09 acres vide lease deed dated January 23,2007
c. 0.35 acre vide lease deed dated April 26, 2007
Pursuant to the scheme of demerger, from the abovementioned leasehold land, the area admeasuring 3.03 acres (including 0.12 acres representing 50% undivided share of common driveway) pertaining to Phase I business have been transferred to L&T Tejomaya Limited. The Company is in the process of obtaining necessary approvals for such transfer.
25. Value of imports on C.I.F basis in respect of:
Particulars 2012-13V
2011-12V
Capital goods – –
Other goods – 1,985,714
TOTAL – 1,985,714
26. (a) Contingent liabilities as at March 31, 2013 is V NIL (Previous year: V NIL)
(b) Capital Commitment as at March 31, 2013 is V NIL (Previous Year: V NIL)
27. Disclosure pursuant to Accounting Standard (AS) 15 “Employee Benefits” Pursuant to the scheme of demerger, all the employees pertaining to the demerged undertaking along with their employee benefit liabilities
have been transferred from the Company to L&T Tejomaya Limited with effect from 1st April 2012.
a) Defined contribution plans: Contribution to provident fund V Nil (previous year V 156,808/-) is recognized as an expense in the Statement of Profit and Loss.
b) Defined benefit plans: The actuarial assumptions under which the provisions for Gratuity and leave encashment made are as under:
S-1004
L&T TECH PARK LIMITED
NOTES ACCOMPANYING THE FINANCIAL STATEMENTS (Contd.) (i) The amounts recognized in Statement of Profit and Loss are as follows:
Particulars Gratuity Plan
2012-13V
2011-12V
1. Current Service Cost – 22,390
2. Interest Cost – 15,206
3. Expected (return) on plan assets – –
4. Actuarial losses / (gains) – 105,258
5. Past service cost – –
6. Effect of any curtailment or settlement – –
7. Actuarial gain / (loss) not recognised in books – –
8. Adjustment for earlier year – –
TOTAL ( 1 TO 8) – 142,854
I Amount included in " Employee benefit expenses" – 142,854
II Amount included as part of " interest " – –
TOTAL ( I + II) – 142,854
Actual return on plan assets – –
(ii) The change in the present value of defined benefit obligation representing reconciliation of opening and closing balances thereof are as follows:
Particulars Gratuity Plan
2012-13V
2011-12V
Opening balance of the present value of defined benefit obligation – 1,90,078
Add: Current service cost – 22,390
Add: Interest cost – 15,206
Add/ (Less): Actuarial Losses/ (gains) – 105,258
Less: Benefits Paid – (56,106)
Add: Past service cost – –
Less: Effect of any curtailment or settlement – –
Closing balance of the present value of defined benefit obligation – 276,826
(iii) Provision for leave encashment is made on actuarial valuation basis assummarized below:
Summary of leave salary valuation
As at March 31, 2013 As at March 31, 2012
A. Summary of Staff data
1. Retirement Age – 58
2. No of Employees – 4
3. Projected actuarial value of benefit obligation – V 1,95,321
B. Principle rules to compute Benefit Obligations
1. Salary reckoned for calculating benefit obligations – As per rule of the Company
2. Benefit formula for all exits – As per rule of the company
C. Mean Financial Assumptions
Interest Rate for discount per unit per annum – 8.00%
Salary escalation rate per unit per annum – 6.00%
D. Mean Demographic Assumptions
1. Mortality Rate – LIC 94-96 Rates
2. Attrition Rate – 5%
3. Disability / ill health retirement – No explicit assumption
28. Borrowing cost capitalized during the year V Nil (Previous Year: V Nil)
S-1005
L&T TECH PARK LIMITED
29. Segment reporting The Company operates in the single segment of leasing of office space. Hence disclosure of primary segment under Accounting Standard
(AS) 17-”Segment Reporting” does not arise.
The entire operations of the Company are within India and hence reporting details of secondary segments does not arise. All fixed assets of the Company are located in India.
30. Disclosure of related parties / related party transactions.
a) List of related partieswhere control exists / transactions were carried out (i) Holding companies 1) Larsen & Toubro Limited (Ultimate Holding Company) 2) L&T Realty Limited (Holding Company of L&T Urban Infrastructure Limited) 3) L&T Urban Infrastructure Limited (Holding Company)
(ii) Subsidiary 1) L&T Tejomaya Limited
(iii) Fellow subsidiaries 1) L&T Infrastructure Development Projects Limited 2) L&T Infocity Limited 3) L&T Bangalore Airport Hotel Limited
b) Details of transactions with related parties -
Name/Relationship/Nature of transaction 2012-13 V
2011-12V
i. Ultimate Holding Company Larsen & Toubro Limited • Payroll processing fee expenses • Advance paid and adjusted
––
192,3603,163,072
Total – 33,55,432
ii. Holding Company L&T Urban Infrastructure Limited • Cost of services to • Business support services
––
1,396,00080,896
Total – 1,476,896
iii. Subsidiary L&T Tejomaya Limited • Reimbursement of expenses from 2,782,907 –
Total 2,782,907 –
iv. Fellow subsidiaries L&T Infrastructure Development Projects Limited • Business support services • Reimbursement of expenses from
––
58,44141,440
Total – 99,881
L&T Bangalore Airport Hotel Limited • Reimbursement of expenses to – 7,240
Total – 7,240
NOTES ACCOMPANYING THE FINANCIAL STATEMENTS (Contd.)
S-1006
L&T TECH PARK LIMITED
NOTES ACCOMPANYING THE FINANCIAL STATEMENTS (Contd.) c) Amount due to and due from related parties (Net) :
Name/Relationship As at March 31, 2013 As at March 31, 2012
Due to Due from Due to Due from
i. Larsen & Toubro Limited (Ultimate holding company) • Construction of building • Cost of services • Reimbursement of expenses
–––
281,6701,621,400
657,430
––
83,788
Total – – 2,560,500 83,788
L&T Urban Infrastructure Limited(Holding company) • Cost of services • Reimbursement of expenses
––
––
1,256,40072,808
––
Total – – 1,329,208 –
ii. Fellow Subsidiaries L&T Infocity Limited • Facility Management Consultancy charges • Interest on ICD • Reimbursement of expenses
–––
–––
1,042,2742,714,8272,709,076
–––
Total 6,466,177 –
iii Subsidiary L&T Tejomaya Limited • Reimbursement of expenses 2,782,907 – –
Total 2,782,907 – – –
d) There are no amounts pertaining to related parties that have been written off or written back during the year. (Previous year: V NIL)
31. Basic and diluted earnings per share [EPS] computed in accordance with Accounting Standard (AS) 20 “Earnings per Share”
Particulars 2012-13 2011- 12
Profit / (loss) after tax (V) A (2,653,145) 12,783,317
Less : Preference Dividend (V) B – 5,500
Profit available to Equity Share holders (V) C = A- B (2,653,145) 12,777,817
Number of equity shares outstanding D 1,000,000 26,125,000
Weighted Average number of equity Shares E 1,000,000 26,125,000
Earnings Per Share - Basic and Diluted (V) F = C / E (2.65) 0.49
Nominal value of an equity share (V) 10.00 10.00
32. The results for the year are after giving effect to the Scheme of Arrangement with L&T Tejomaya Limited whereby the Phase I business activities of the demerged company was demerged into the resulting company with appointed date of April 1, 2012 and accordingly, the results for the year are not comparable with that of the previous year.
33. Figures for the previous year have been reclassified / regrouped wherever necessary.
As per our report attached
SHARP & TANNANChartered Accountants(Firm’s registration No. 003792S)By the hand of
For and on behalf of the Board
V. VISWANATHANPartnerMembership No. 215565
SHRIKANT JOSHI U. C. RATHDirector Director
Place : ChennaiDate : July 26, 2013
Place : MumbaiDate : July 5, 2013
S-1007
L&T TECH PARK LIMITED
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES
Name of the subsidiary L&T Tejomaya Limited
Financial year of the subsidiary company ended on 31/03/2013
Number of Shares in the subsidiary company held by L&T Tech Park Limited
at the above date - Equity shares 50,000
- Preference shares –
The net aggregate of profits, less losses, of the subsidiary company so far as it concerns the members of L&T Tech Park Limited (Rupees in thousands)
(i) Dealt with in the accounts of L&T Tech Park Limited amounted to
(a) for the subsidiary’s financial year ended 31st March, 2013 –
(b) for previous financial years of the subsidiary since it became subsidiary of L&T Tech Park Limited –
(ii) Not dealt with in the accounts of L&T Tech Park Limited amounted to:
(a) for the subsidiary’s financial year ended 31st March, 2013 14,766
(b) for previous financial years of the subsidiary since it became subsidiary of L&T Tech Park Limited –
Changes in the interest of L&T Tech Park Limited between the end of the subsidiary’s financial year and 31st March, 2013
Number of shares acquired NA
Material changes between the end of the subsidiary’s financial year and 31st March, 2013
(i) Fixed assets (net additions) NA
(ii) Investments (Fixed deposit with scheduled bank) NA
(iii) Moneys lent by the subsidiary NA
(iv) Moneys borrowed by the subsidiary company other than for meeting current liabilities NA
For and on behalf of the Board
SHRIKANT JOSHI U. C. RATHDirector Director
Place : MumbaiDate : July 5, 2013