neopro technologies private limited - IDFC – … be given as per Companies (Discloser of...

neopro technologies private limited

Board oF directorsMr. Nimesh Grover Mr. Ritesh Vohra Mr. Shrikant Paranjape Mr. Raju Dodti

aUditorsDeloitte Haskins & SellsChartered Accountants

principal BanKersHDFC Bank Limited

registered oFFiceBlueridge, Near CognizantRajiv Gandhi Infotech ParkPhase I, Hinjewadi, Pune - 411 057TEL: +91 20 4028 4444FAX: +91 20 4028 8182

350 | I D F C A N N U A L R E P O R T 2 0 1 2 – 2 0 1 3

To The MeMbers,The Directors are pleased to submit before you the Annual Report and Balance Sheet of the Company as on March 31, 2013 and Profit & Loss Account for the period ended on that date.

Financial Results

PARTICULARs2012-13

`

2011-12`

INCOME

Income 45,07,46,606 19,88,65,871

Other Income 1,07,22,254 28,06,129EXPENDITURE

Employees Cost 16,54,163 10,93,379

Depreciation 21,70,38,562 19,20,55,316

Other Expenses 21,24,73,974 8,21,18,016PROFIT/(LOss) BEFORE TAXEs (17,57,86,901) (18,07,62,639)

Provision from Current Tax - -

Provision for deferred Tax 3,03,77,680 4,30,18,360PROFIT /(LOss) AFTER TAX (20,61,64,581) (22,37,80,999)

Add: Excess /(short ) provision of current tax 23,880 -

Add: Deferred tax liability W/back - -

Balance C/f to Balance Sheet (20,61,88,461) (22,37,80,999)

DiviDenD:In view of the losses, the Board of Directors do not recommend any dividend.

FixeD Deposits:During the year your company has not accepted any deposits from the public.

FoReign exchange eaRning & outgo:NIL

DiRectoRs:In accordance with requirements of the Companies Act, 1956 and Article no. 25 of Article of Association of the Company, none of the Directors are liable to retire by rotation.

During the year, Following Directors resigned from position of Director.

sR. NO. NAME OF DIRECTOR DEsIgNATION

1 Mr. Shashank Paranjape Director

2 Mr. Subodh Apte Director

3 Mr. Shriram Bapat Director

4 Mr. Vikas Joshi Director

5 Dr. Sunil Patil Director

6 Mr. Vivek Jadhav Director

7 Mr. Khodadad Pavri Director

8 Mr. Khushru Jijina Director

During the year, Following Directors appointed as Director in the Company.

sR. NO. NAME OF DIRECTOR DEsIgNATION

1 Mr. Nimesh Grover Director

2 Mr. Ritesh Vohra Director

Directors' Report

N E O P R O T E C h N O L O g I E s P R I v A T E L I M I T E D | 3 5 1

DiRectoRs Responsibility statement:Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed:i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to

material departures, if any;ii) that the directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the loss of the company of that year;

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the annual accounts on a going concern basis.

auDitoRs:You are requested to appoint the statutory Auditors & fix their remuneration for the year. Deloitte Haskins & Sells, Chartered Accountants, (Firm registration no.117366W) Pune, auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting & they are eligible and willing to be appointed as statutory auditors.

statement as peR section 217(2a) RegaRDing employees Receiving RemuneRation speciFieD:The Company did not have any employees to whom the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 apply.

compliance ceRtiFicate:Pursuant to the provisions of the section 383A of the Companies Act, 1956, Compliance Certificate of Mr. Amit Punde, Company Secretary in whole time practice is annexed to this Directors Report.

conseRvation oF eneRgy etc.:Your company and its officers are taking all possible steps and efforts for energy conservation. The company is sensitive towards its social responsibilities and considers itself bound to take utmost care of energy, power and other natural resources. However, the information as is required to be given as per Companies (Discloser of particulars in the report of Board of Directors) Rules, 1988 is not attached as there is nothing specific and concrete to be mentioned.

Reply to the auDitoRs queRy:Comment in para vii(b) to the Auditor’s Report regarding delay in payment of Service Tax:The Board of Directors of the Company has to state that the delay in payment of Service Tax is due to non-receipt of Form A-1(for exemption of levy of Service Tax) from clients, who initially had committed for submission of the same.

acknowleDgement:Your Directors thank the officers, Bankers, Shareholders and the Government officers and authorities for the support and co-operation extended by them in the overall functioning of the company.

ON BEhALF OF BOARD OF DIRECTORs

FOR NEOPRO TEChNOLOgIEs PRIvATE LIMITED

shRIkANT PARANjAPE NIMEsh gROvER RITEsh vOhRA

Director Director Director

Pune, June 7, 2013

Directors' Report


Compliance Certificate UNDer The CoMPANIes ACT 1956

To The MeMbers,NEOPRO TECHNOLOGIES PRIVATE LIMITEDPUNE.

CORPORATE IDENTITy NUMBER (CIN) AUThORIsED CAPITAL PAID UP CAPITAL

U72200PN1999PTC144498 ` 9,000,000/- ` 4,714,680/-

I, have examined the registers, records, books and papers of NEOPRO TECHNOLOGIES PRIVATE 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 March 31, 2013 as produced before me. As on the date of issuance of this Certificate, the company is a Public Limited company pursuant to Section 3(1)(iv)(c) of the Act owing to transfer of shares to a Public Limited company on March 31, 2013.In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company, its officers and agents, I certify that in respect of the aforesaid financial year:1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the provisions and the rules made there

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

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

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

4. The Board of Directors duly met 11 times on 27.06.2012, 25.07.2012, 29.09.2012, 06.10.2012, 24.12.2012, 09.01.2013, 17.01.2013, 15.03.2013, 22.03.2013, 28.03.2013 and 30.03.2013 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed, including circular resolutions passed, if any, in the Minutes Book maintained for the purpose.

5. The Company did not close its Register of Members during the year under review, thus the provisions of Section 154 are not attracted.6. The Annual General Meeting for the financial year ended on March 31, 2012 was held on September 29, 2012 after giving due notice to the

members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the Purpose.7. Four Extra Ordinary General Meetings on 17.01.2013, 25.01.2013, 23.03.2013 and 28.03.2013 were held during the financial year after giving

due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the Purpose.

8. The company has not made any loans to, or given any guarantee or provided any security to the person’s mentioned in Section 295 of the Act.9. The Company has duly complied with the provisions of section 297 of the Act in respect of contracts specified in that section.10. The Company has made necessary entries in the register maintained under Section 301 of the Act.11. The company has no employee or any other person holding office or place of profit as envisaged in section 314 of the Act.12. The company has not issued any duplicate share certificates during the year.13. The Company has: (i) delivered all the certificates on 22 instances of transfer of shares and an allotment of 42000 Preference Shares. Otherwise, the company has

not received any securities for transmission or for any other purpose during the year under Report. (ii) not declared or paid any dividend during the year covered under this certificate. (iii) not declared or paid any dividend during the year covered under this certificate and hence question of payment of dividend within 30 days

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

interest accrued thereon. (v) duly complied with the requirements of Section 217 of the Act.14. The Board of Directors of the Company is duly constituted and appointment of 4 Additional Directors was duly made during the year under

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

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

16. The company has not appointed any sole-selling agents during the year covered under this certificate.17. The company has obtained confirmation of the Regional Director for shifting of registered office from Mumbai to Pune. Otherwise, the Company

has not transacted / come across any matter requiring approval(s) of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act.


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

19. The Company has issued 42000 Preference Shares of Rs. 10/- each during the financial year ending March 31, 2013 and complied with the provisions of the Act.

20. The Company has not bought back any shares during the financial year ending March 31, 2013.21. The Company has not issued any debentures and the preference shares issued are not due for redemption. Hence comments on this para are

not offered.22. The Company was not required to keep in abeyance rights to dividend, rights shares and bonus shares wherever applicable.23. The Company has not invited/ accepted any deposit/ unsecured loan during the year within the meaning of section 58A and 58AA of the Act.24. The amount borrowed by the Company from the Body Corporate during the financial year ending on March 31, 2013 is within the borrowing

limits of the company and at the time of acceptance, the company was a private limited company and the compliance under Section 293(1)(d) of the Act was not applicable.

25. The Company has not made any loans or investments or given any security or provided any guarantee to other body corporate.26. The Company has not altered the provisions of the memorandum with respect to situation of the Company’s registered office from one State to

another during the year under scrutiny. However, the company has altered its memorandum with respect to shifting of its registered office from Mumbai to Pune during the year under scrutiny and complied with the provisions of the company.

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

complied with the provisions of the Act.30. The Company has altered its articles of association after obtaining approval of members in the general meeting held on Jan 25, 2013 and the

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

of the Company.

AMIT P. PUNDE

Company SecretaryC.P. No. 5268

Pune, June 7, 2013

Compliance Certificate UNDer The CoMPANIes ACT 1956


Registers as maintained by the Company1. Register of Members U/S 150 of the Act.2. Register of Directors U/S 303 of the Act.3. Register of Directors Shareholding U/S 307 of the Act.4. Register of Charges U/S 143 of the Act (No entries)5. Register of Contracts U/S 301 of the Act.6. Register of Disclosure of Interest U/S 301 (3) of the Act.7. Register of Loans, Investments, Guarantees and securities u/s 372A of the Act. (No entries)8. Minutes Book of meetings of Members U/S 193 of the Act9. Minutes Book of meetings of Directors U/S 193 of the Act.10. Books of accounts U/S 209.

Annexure – BForms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending on March 31, 2013.

ForMs FILeD WITh The roC oFFICeFORM / DOC. sECTION PURPOsE EvENT DATE DELAy / IN TIME

Form 23AC & 23ACA [Balance Sheet] 220 Annual Filing 31/03/2012 Delay

Form 20B [Annual Return] 159 Annual Filing 29/09/2012 In time

Form 66 [Compliance Certificate] 383A Annual Filing 31/03/2012 Delay

Form 18 146 Shifting of Registered Office 17/07/2012 In time

Form 21 17A RD order 17/07/2012 In time

Form 21 394 High Court Order 10/08/2012 In time

Form 32 303 Appointment of Additional Director 28/03/2013 In time

Form 32 303 Appointment of Additional Director 09/01/2013 Delay

Form 32 303 Resignation of Director 30/03/2013 In time

Form 32 303 Appointment of Additional Director 06/10/2012 Delay



Form 5 16 Reclassification of Authorised capital 23/03/2013 In time

Form 23 192 Reclassification of Authorised capital 23/03/2013 In time

Form 2 75 Issue of preference shares 30/03/2013 Delay

Form 23 192 Amendment in Articles of Association 25/01/2013 Delay

Form 8 125 Creation of charge 25/05/2012 In time

Form 23 106 Alteration of rights of class shareholders 28/03/2013 Delay

ForMs FILeD WITh The reGIoNAL DIreCTor

FORM / DOC. sECTION PURPOsE EvENT DATE DELAy / IN TIME

Form 1AD 17A Shifting of registered office 11/11/2011 Not applicable

AMIT P. PUNDE

Company SecretaryC.P. No. 5268

Pune, June 7, 2013

Annexure – A


To The MeMbers oF NeoPro TeChNoLoGIes PrIVATe LIMITeDReport on the Financial StatementsWe have audited the accompanying financial statements of NEOPRO TECHNOLOGIES PRIVATE LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsThe Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 (“the Act”) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ 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 the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;(b) in the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date; and(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government in terms of Section 227(4A) of the

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

audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of

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

books of account. (d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards

referred to in Section 211(3C) of the Act. (e) On the basis of the written representations received from the directors as on March 31, 2013 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 Section 274(1)(g) of the Act.

FOR DELOITTE hAskINs & sELLs

Chartered Accountants(Firm Registration No. 117366W)

hEMANT M. jOshI

Partner(Membership No : 38019)Pune, June 7, 2013

Auditors' Report


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

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

(ii) The Company has not given any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered in the Register under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The Company has taken unsecured loan of ` 149,224,835/- from one party during the year. At the year-end, the outstanding balance of the loan was ` Nil/- and the maximum amount involved during the year was ` 1,250,926,465/- (one party).

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests of the Company.

(c) The aforesaid loans are repayable on demand and there is no repayment schedule.(iii) In our opinion and according to the information and explanations given to us, having regard to the explanations that certain transactions

relating to services being of special nature for which suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and sale of services. There are no transactions in respect of purchase of inventory and sale of goods. During the course of our audit, we have not observed any major weakness in such internal control system.

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

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

(b) Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time except in respect of certain transactions relating to services for which comparable quotations are not available, being specialized in nature, and in respect of which we are unable to comment.

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

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

(vii) According to the information and explanations given to us in respect of statutory dues: (a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and

Protection Fund, Employees’ State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax,Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities, except in respect of Works Contract Tax and Service Tax where there have been delays in few cases. As explained to us, the Company did not have any dues on account of Provident Fund, Employees’ State Insurance, Excise duty and Investor Education and Protection Fund.

(b) There were no undisputed amounts payable in respect of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other material statutory dues in arrears as at March 31, 2013 for a period of more than six months from the date they became payable, except for Service Tax of ` 2,702,666 /-.

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

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

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to the bank.

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

Annexure to the Independent Auditors' Report


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

(xii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, as at March 31, 2013, we report that funds raised on short term basis amounting to ` 122,731,371/- have been used during the year for long term investment.

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

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


Chartered Accountants(Registration No. 117 366W)

hEMANT M. jOshI

Partner(Membership No: 38019)

Pune, June 7, 2013

Annexure to the Independent Auditors' Report


Balance Sheet As AT MArCh 31, 2013

IN TERMs OF OUR REPORT ATTAChED.


Chartered AccountantsFOR AND ON BEhALF OF ThE BOARD OF DIRECTORs OF

NEOPRO TEChNOLOgIEs PRIvATE LIMITED

hEMANT M. jOshI

PartnershRIkANT PARANjAPE

Director RITEsh vOhRA

Director

Pune | June 7, 2013NIMEsh gROvER

Director

NoTe

As AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

A EQUITy AND LIABILITIEs

1 shAREhOLDERs' FUNDs

(a) Share Capital 3 4,714,680 4,294,680

(b) Reserves and Surplus 4 768,612,222 724,900,683

(c) Money received against Share Warrants 5 9,000 9,000

773,335,902 729,204,363

2 NON-CURRENT LIABILITIEs

(a) Long-Term Borrowings 6 1,669,981,133 722,222,219

(b) Deferred Tax Liabilities (Net) 32 64,913,536 34,535,856

(c) Other Long-Term Liabilities 7 85,397,548 65,091,045

(d) Long-Term Provisions 8 - 286,493

1,820,292,217 822,135,613

3 CURRENT LIABILITIEs

(a) Short-Term Borrowings 9 - 1,101,701,630

(b) Trade Payables 10.1 98,299,336 67,156,174

(c) Other Current Liabilities 10.2 202,019,941 234,853,427

(d) Short-Term Provisions 11 - 91,516

300,319,277 1,403,802,747

TOTAL 2,893,947,396 2,955,142,723

B AssETs

1 NON-CURRENT AssETs

(a) Fixed Assets

(i) Tangible Assets 12 2,701,120,597 2,793,867,423

(ii) Intangible Assets 12 7,142 11,903

(iii) Capital Work-in-Progress 20,604,953 71,272,346

(b) Deferred Tax Assets (Net) 32 - -

(c) Long-Term Loans and Advances 13 91,061,616 71,909,408

(d) Other Non-Current Assets 14 13,052,373 3,490,696

2,825,846,681 2,940,551,776

2 CURRENT AssETs

(a) Trade Receivables 15 22,502,063 5,761,333

(b) Cash and Cash Equivalents 16 29,382,567 6,134,373

(c) Short-Term Loans and Advances 17 1,067,878 509,345

(d) Other Current Assets 18 15,148,207 2,185,896

68,100,715 14,590,947

TOTAL 2,893,947,396 2,955,142,723

See accompanying notes forming part of the financial statements


Statement of Profit and Loss For The YeAr eNDeD MArCh 31, 2013

NoTe For The YeAr eNDeDMArCh 31, 2013

For The YeAr eNDeDMArCh 31, 2012

` `

1 REvENUE FROM OPERATIONs 19 450,746,606 198,865,871

2 OThER INCOME 20 10,722,254 2,806,129

3 TOTAL REvENUE (1+2) 461,468,860 201,672,000

4 EXPENsEs

(a) Cost of Civil & Miscellaneous work - -

(b) Employee Benefits Expense 21 1,654,163 1,093,379

(d) Finance Costs 22 207,743,225 108,261,307

(c) Other Expenses 23 210,819,811 81,024,637

(e) Depreciation and Amortisation Expense 12 217,038,562 192,055,316

TOTAL EXPENsEs 637,255,761 382,434,639

5 PROFIT / (LOss) BEFORE TAX (175,786,901) (180,762,639)

6 TAX EXPENsE

(a) Current tax expense for current year - -

(b) Current tax expense relating to prior years 23,880 -

(c) Deferred tax 30,377,680 43,018,360

7 PROFIT / (LOss) AFTER TAX (206,188,461) (223,780,999)

Earning / (loss) per share of H 10/- each

(a) Basic (480.10) (521.07)

(b) Diluted (480.10) (521.07)

See accompanying notes forming part of the financial statements





hEMANT M. jOshI



Director


Director


Cash Flow Statement For The YeAr eNDeD MArCh 31, 2013

YeAr eNDeD MArCh 31, 2013


` `

A CAsh FLOw FROM OPERATINg ACTIvITIEs

NET PROFIT / (LOss) BEFORE EXTRAORDINARy ITEMs AND TAX (175,786,901) (180,762,639)

Adjustments for:

Depreciation and amortisation 217,038,562 192,055,316

Finance cost : Interest Paid 207,743,225 94,890,066

Interest income (on Fixed Deposits ) (2,180,741) (99,630)

Net (gain) on sale of investments - (27,523)

Liabilities / provisions no longer required written back (711,289) (2,090,403)

Miscellaneous Expenditure Written off - -

TOTAL OF ADjUsTMENTs 421,889,757 284,727,826

Operating Profit/(Loss) before Working Capital Changes 246,102,856 103,965,187

Changes in working capital:

Adjustments for (increase) / decrease in operating assets:

Trade receivables (16,740,730) 10,950,147

Short-term loans and advances (558,533) 6,392,709

Long-term loans and advances - (47,656,715)

Other current assets (12,962,311) (438,396)

Other non-current assets (9,561,677) (1,336,129)

Adjustments for increase / (decrease) in operating liabilities:

Trade payables 31,476,442 61,393,064

Other current liabilities (67,928,175) 2,086,454

Other long-term liabilities 20,306,503 24,142,845

Short-term provisions - (2,095)

Long-term provisions - 2,095

(55,968,481) 55,533,979

Cash generated from Operations 190,134,375 159,499,166

Net income tax (paid) / refunds (20,962,752) (20,632,725)NET CAsh FLOw FROM / (UsED IN) OPERATINg ACTIvITIEs (A) 169,171,623 138,866,441

B CAsh FLOw FROM INvEsTINg ACTIvITIEs

Capital expenditure on fixed assets, including capital advances (94,376,129) (548,832,340)

Inter-corporate deposits (net) - 1,279,486

Interest on Fixed Deposits 2,180,741 223,943

Current investments not considered as Cash and cash equivalents

- Purchased - (2,500,000)

- Proceeds from sale - 2,527,522NET CAsh FLOw FROM / (UsED IN) INvEsTINg ACTIvITIEs (B) (92,195,388) (547,301,389)




` `

C CAsh FLOw FROM FINANCINg ACTIvITIEs

Proceeds from issue of preference shares 250,320,000 -

Proceeds from Long Term Borrowings 1,964,358,954 149,629,632

Repayment of Long Term Borrowings (959,420,563) (111,111,112)

Proceeds from other short-term borrowings (1,101,701,630) 521,348,623

Finance cost (207,284,802) (147,805,176)NET CAsh FLOw FROM / (UsED IN) FINANCINg ACTIvITIEs (C) (53,728,041) 412,061,967

Net increase / (decrease) in Cash and cash equivalents (A+B+C) 23,248,194 3,627,019

Cash and cash equivalents at the beginning of the year 6,134,373 2,507,354

Cash and cash equivalents at the end of the year 29,382,567 6,134,373

Note 1

Cash and cash equivalents at the end of the year

(a) Cash on hand 204 6,530

(b) Balances with banks

- In current accounts 29,382,363 6,127,843

TOTAL 29,382,567 6,134,373

Note 2 The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard - 3 on Cash Flow Statement. Note 3 Purchase of Fixed Assets includes payments for items in Capital Work in Progress and advances of Capital nature. Adjustment for increase or decrease in current liabilties related to acquisition of Fixed Assets has not been made as these figures are not readily ascertainable and therefore would form part of change in working capital. Note 4 Previous year’s figures have been regrouped, reworked or reclassified wherever required.





hEMANT M. jOshI



Director


Director

Cash Flow Statement For The YeAr eNDeD MArCh 31, 2013

Notes forming part of the financial statements For The YeAr eNDeD MArCh 31, 2013


01 Corporate information1 (a) Flagship Infrastructure Private Limited, vide its application dated 15th April, 2011, had filed a scheme of Arrangement for Demerger of its

SEZ unit into two separate resulting companies, namely “Neopro Technologies Private Limited (SEZ Phase I undertaking)” and “Flagship Developers Private Limited (SEZ Phase II undertaking)”, with the Bombay High Court. The scheme for Demerger had been filed u/s 391 to 394 of the Companies Act, 1956, the appointed date being 1st April, 2010. The said scheme has been approved by Bombay High court vide its order dated 14th October, 2011.

The said scheme became effective from 11th November, 2011 (“Effective Date”) upon which, i. The business of “SEZ Phase I” undertaking together with all related assets, liabilities and employees, including items specifically listed in the

scheme were deemed to have been vested and transferred with the Company with retrospective effect from 1st April, 2010. ii. The business of the SEZ Phase I undertaking was deemed to have been carried out by Flagship Infrastructure Private Limited., in trust for

the Company upto the effective date. iii. The said transfer and vesting of the business and its assets were deemed to be on a going concern basis. iv. The accounting treatment and recognition of the above was as specified in Part B Point No 8 of the Scheme of Arrangement. The details of Assets and Liabilities relating to the SEZ Phase I undertaking transferred and vested with the company with effect from 1st April

2010, the appointed date, were as follows:

AssETs AMoUNT IN H AMoUNT IN H

FIXED AssETs

(a) Gross Block 52,568,664

(b) Less: Depreciation -

(c) Net Block 52,568,664

(d) Capital Work-in-progress 1,420,058,516

TOTAL FIXED AssETs 1,472,627,180

CURRENT AssETs, LOANs & ADvANCEs

Cash & Bank Balance 4,907,727

Loans & Advances 60,295,985

TOTAL OF CURRENT AssETs, LOANs & ADvANCEs 65,203,712

Current Liabilities & Provisions

(a) Current Liabilities

Sundry Creditors 37,089,897

Other Liabilities 327,178

37,417,075

(b) Provisions 1,208,721

TOTAL OF CURRENT LIABILITIEs 38,625,796NET wORkINg CAPITAL 26,577,916

TOTAL AssETs 1,499,205,096

LIABILITIEs

sECURED LOANs 529,789,050TOTAL LIABILITIEs 529,789,050NET wORTh 969,416,046

Represented by:

Share Capital 4,203,680

Share Premium Reserve 965,212,366

NET wORTh 969,416,046

(b) Under the scheme with effect from the appointed date 1st April, 2010, the foregoing asset and liabilities of Flagship Infrastructure Private Limited had been transferred to and vested in the Company as a going concern without any further act, instrument or deed.

Similarly under the scheme all profits or income accrued to Flagship Infrastructure Private Limited and expenditure or losses arising or incurred by Flagship Infrastructure Private Limited between 1st April, 2010 to 11th November, 2011 (effective date) are accounted as profit, income, expenditure or losses as the case may be of the Company.



02 Significant accounting policies2.1 basis of preparation of financial statements:The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

All Assets and Liabilities have been classified as Current or Non-current as per the operating cycle criteria set out in the Revised Schedule VI to the Companies Act, 1956. As per the aforesaid criteria, the normal operating cycle of the Company is one year.

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

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

2.4 Cash flow statement:Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

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

Building (Other than Factory Building) 5%

Plant and Machinery 13.91%

Furniture and Fit Outs (Leased out)-SLM * 20%

Furniture and Fit Outs (Owned) 18.10%

Office Appliances 13.91%

Vehicle 25.89%

Computers 40%

Software 40%

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

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

2.7 other income:Interest income is accounted on accrual basis.

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



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

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

2.10 employee benefits:

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

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

Defined contribution plansThe Company's contribution to provident fund is considered as defined contribution plan and is charged as an expense as it falls due based on the amount of contribution required to be made.

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

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

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

2.12 segment reporting:The Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organisation and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance. The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment.



2.13 Leases:(a) Where the company is the lessor : Lease Income is recognised in the Statement of Profit and Loss on a straight-line basis over the lease term. Recurring costs are recognised as an expense in the Statement of Profit and Loss. Initial direct costs such as legal costs, brokerage costs etc.

are recognised in the Statement of Profit and Loss.

(b) Where the company is the lessee : Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets are classified as “Operating

Leases” in accordance with Accounting Standard - 19 “Accounting for leases”. Operating Lease payments are recognized as an expense in the Profit and Loss Account over the lease terms.

2.14 earnings per share:Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented.

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

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

2.17 Provision, contingent liabilities and contingent assets:A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.



03 Share capitala) Authorised, Issued subscribed and Paid up share Capital


NUMber oF shAres

H NUMber oF shAres

H

AUThORIsED

Equity Shares of H 10/- each 97,900 979,000 139,900 1,399,000

Class A Equity Shares of H 10/- each 360,000 3,600,000 360,000 3,600,000

Class B Equity Shares of H 10/- each 100 1,000 100 1,000

Redeemable Preference Shares of H 10/- each 42,000 420,000 - -

TOTAL 500,000 5,000,000 500,000 5,000,000

Issued subscribed and fully Paid up

Issued, Subscribed & Paid-Up

Equity Shares of H 10/- each 70,358 703,580 70,358 703,580

Class A Equity Shares of H 10/- each 359,100 3,591,000 359,100 3,591,000

Class B Equity Shares of H 10/- each 10 100 10 100

Redeemable Preference Shares of H 10/- each 42,000 420,000 - -

TOTAL 471,468 4,714,680 429,468 4,294,680

b) reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:


NUMber oF shAres ` NUMber oF shAres `

Equity Shares outstanding at the beginning of the year 70,358 703,580 70,358 703,580

Fresh issue during the year - - - -

Equity Shares outstanding at the end of the year 70,358 703,580 70,358 703,580

Class A Equity Shares outstanding at the beginning of the year 359,100 3,591,000 359,100 3,591,000

Fresh issue during the year - - - -

Equity Shares outstanding at the end of the year 359,100 3,591,000 359,100 3,591,000

Class B Equity Shares outstanding at the beginning of the year 10 100 10 100

Fresh issue during the year - - -

Equity Shares outstanding at the end of the year 10 100 10 100

Redeemable Preference Shares outstanding at the beginning of the year - - - -

Fresh issue during the year 42,000 420,000 - -

Preference Shares outstanding at the end of the year 42,000 420,000 - -

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


CLAss OF shAREs / NAME OF shAREhOLDER

NUMBER OF shAREs hELD

% hOLDINg IN ThAT CLAss OF

shAREs



shAREs

Equity Shares

Paranjape Schemes (Construction) Limited 20,196 29% 20,196 29%

IDFC Limited 50,162 71% - -

Paranjape Shrikant - - 4,742 7%

Paranjape Shashank - - 4,742 7%

Dr. Sunil Patil - - 8,685 12%

Jadhav Vivek - - 12,441 18%

IL & FS Trust Company Limited - - 3,622 5%

Indiareit Offshore Fund - - 14,486 21%




CLAss OF shAREs / NAME OF shAREhOLDER



shAREs



shAREs

Class A Equity Shares

Paranjape Schemes (Construction) Limited 99,596 28% 99,596 28%

IDFC Limited 259,504 72% - -

Absolute Building Company Private Limited - - 111,815 31%

IL & FS Trust Company Limited - - 21,420 6%

Indiareit Offshore Fund - - 85,680 24%

Class B Equity Shares

IDFC Limited 10 100% - -

IL & FS Trust Company Limited - - 2 20%

Indiareit Offshore Fund - - 8 80%

Redeemable Preference Shares

IDFC Limited 42,000 100% - -

d) equity shares:

The company has three classes of equity shares having a par value of H 10 per share. Each holder of each class of shares is entitled to one vote per share. In the event of liquidation of the company, the holders of each class of shares will be receiving the remaining assets of the company, after distribution of all the preferred amounts. The distribution will be in proportion to the number of shares held by the shareholders.

e) 0.0001% Non-Convertible redeemable Preference shares:

The Company has total preference share capital of H 420,000 (Previous year H Nil) divided into 42,000 (Previous year Nil) preference shares of H 10 each. The Preference Share shall only bear a coupon dividend rate @ 0.0001% per annum.

The Preference Shares shall have a term of 19 (nineteen) years. The Preference Shares shall become redeemable at the option of the holder of the Preference Shares. The redemption price will be determined between the Company and the holder of the Preference Shares.

The Preference Shares shall not rank superior to the Equity Shares of the Company. Upon the winding up or dissolution of the Company, the Preference Shares shall be entitled to receive distributions only (i) up to an amount equal to the aggregate of the issue price of each of the Preference Shares; and (ii) subsequent to any dividend or distribution of any of the assets or surplus funds of the Company to the existing holders of Equity Shares of the Company by reason of their ownership thereof.

04 Reserves and surplus MArCh 31, 2013 MArCh 31, 2012

` `

A) sECURITIEs PREMIUM ACCOUNT

Opening Balance 965,212,366 965,212,366

Add: Premium on issue of shares as computed in terms of the scheme of arrangement detailed in Note No. 1 of the Financial statements

- -

Add: Premium on issue of redeemable preference shares 249,900,000 -

Closing Balance 1,215,112,366 965,212,366B) sURPLUs / (DEFICIT) IN sTATEMENT OF PROFIT AND LOss

Opening Balance (240,311,683) (16,530,684)

Add : Profit / (Loss) for the year (206,188,461) (223,780,999)

Closing Balance (446,500,144) (240,311,683)

TOTAL 768,612,222 724,900,683



05 Monies received against share warrants As AT MArCh 31, 2013 As AT MArCh 31, 2012

NUMBER OF shAREs wARRANTs

` NUMBER OF shAREs wARRANTs

`

Equity Share Warrants of H 10/- each 900 9,000 900 9,000

TOTAL 900 9,000 900 9,000

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

06 Long term borrowingsAs AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

Secured Term Loan - from Bank 1,669,981,133 722,222,219

TOTAL 1,669,981,133 722,222,219

a) secured Loan is covered by: Term Loan including current maturities is secured by way of first charge / assignment ranking pari-passu interse the lenders, as under:

� Mortgage charge of the loan is created on immovable properties including Land measuring 12.15 acres and IT Buildings admeasuring 1.43 Millions leaseable square feet area together with all the fixed plant, machinery and fixtures and fittings annexed thereto situated at SEZ Phase I of BlueRidge SEZ.

� Personal Guarantee of Mr. Shrikant Paranjape (Director) & Shashank Paranjape (Director) � Corporate Guarantee of Flagship Infrastructure Private Limited.

b) repayment Terms of outstanding long term borrowings (excluding current maturities) as on March 31, 2013 � Secured Term Loan from Bank - Balance amount is repayable in 120 equal instalments of H 27,044,569/- each. � Average rate of interest for the year was 12.50% per annum.

07 Other long-term liabilitiesAs AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

a) Security Deposits Received from Customers 85,397,548 57,503,631

b) Retention Money on Purchase of Fixed Assets - 7,587,414

TOTAL 85,397,548 65,091,045

08 Long-term provisions As AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

Provision for Employee Benefits

Provision for Gratuity - 286,493

TOTAL - 286,493



09 Short-term borrowingsAs AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

Loans and advances from related parties

Unsecured - 1,101,701,630

TOTAL - 1,101,701,630

10.1 Trade payablesAs AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

Trade Payables 98,299,336 67,156,174

TOTAL 98,299,336 67,156,174

10.2 Other current liabilitiesAs AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

a) Current Maturities of Long Term Debt 109,487,191 166,666,668

b) Interest accrued and due on Borrowings 3,056,983 2,598,560

c) Advance from Customers 2,028,862 653,871

d) Security Deposits Received from Customers 34,251,276 5,595,590

e) Other Payables

i) Statutory remittances (Withholding Taxes, VAT, Service Tax, Works Contract Tax) 18,583,676 2,183,574

ii) Payable on Purchase of Fixed Assets 34,611,953 57,155,164

TOTAL 202,019,941 234,853,427

11 Short-term provisions As AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

Provision for Employee Benefits

a) Provision for Gratuity - -

b) Provision for Compensated Absences - 91,516

TOTAL - 91,516



12 Fixed assetsA. Tangible Assets

GROSS BLOCk ACCuMuLATED DEPRECIATION NET BLOCk

As

At

Mar

ch 3

1, 2

012

Ad

diti

ons

Dis

pos

als

As

At

Mar

ch 3

1, 2

013

As

At

Mar

ch 3

1, 2

012

Dep

reci

atio

n

Exp

ense

for

the

Year

Elim

inat

ed o

n

Dis

pos

al o

f Ass

ets

As

At

Mar

ch 3

1, 2

013

As

At

Mar

ch 3

1, 2

013

As

At

Mar

ch 3

1, 2

012

` ` ` ` ` ` ` ` ` `

(a) Freehold Land 56,030,664 375,010 - 56,405,674 - - - - 56,405,674 56,030,664

(b) Buildings (Given under operating lease)

2,311,440,176 9,226,600 - 2,320,666,776 109,063,467 110,338,757 - 219,402,224 2,101,264,552 2,202,376,709

(c) Plant and Equipment (Given under operating lease)

449,521,037 28,749,594 - 478,270,631 87,033,836 52,047,537 - 139,081,373 339,189,258 362,487,201

(d) Furniture and Fixtures

Owned 5,054,840 - - 5,054,840 1,355,067 669,659 - 2,024,726 3,030,114 3,699,773

Given under operating lease 171,391,594 36,525,632 - 207,917,226 23,313,636 39,212,772 - 62,526,408 145,390,818 148,077,958

(e) Computers (Owned) 565,285 55,000 - 620,285 263,844 132,039 - 395,883 224,402 301,441

(f) Vehicles (Given under operating lease)

2,456,273 48,376,978 - 50,833,251 599,441 11,944,690 - 12,544,131 38,289,120 1,856,832

(g) Office equipment

Owned 4,690,754 283,420 - 4,974,174 1,130,150 531,365 - 1,661,515 3,312,659 3,560,604

Given under operating lease 16,620,873 694,741 - 17,315,614 1,144,632 2,156,982 - 3,301,614 14,014,000 15,476,241

TOTAL 3,017,771,496 124,286,975 - 3,142,058,471 223,904,073 217,033,801 - 440,937,874 2,701,120,597 2,793,867,423

Previous year 1,467,084,482 1,550,687,014 - 3,017,771,496 31,864,854 192,039,219 - 223,904,073 2,793,867,423

b. Intangible Assets

GROSS BLOCk ACCuMuLATED AMORTISATION NET BLOCk

As

At

Mar

ch 3

1, 2

012

Ad

diti

ons

Dis

pos

als

As

At

Mar

ch 3

1, 2

013

As

At

Mar

ch 3

1, 2

012

Am

ortis

atio

n

Exp

ense

for

the

Year

Elim

inat

ed o

n

Dis

pos

al o

f Ass

ets

As

At

Mar

ch 3

1, 2

013

As

At

Mar

ch 3

1, 2

013

As

At

Mar

ch 3

1, 2

012

` ` ` ` ` ` ` ` ` `

(a) Computer software 28,000 - - 28,000 16,097 4,761 - 20,858 7,142 11,903

TOTAL 28,000 - - 28,000 16,097 4,761 - 20,858 7,142 11,903

Previous year - 28,000 - 28,000 - 16,097 - 16,097 11,903

13 Long-term loans and advances (Unsecured, considered good unless otherwise stated)As AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

a) Capital Advances - 1,786,664

b) Deposits and Balances with Government Authorities 47,656,715 47,656,715

c) Advance Income Tax (Net of Provisions of H 97,216 /- (Previous year H 73,336/-)) 43,404,901 22,466,029

TOTAL 91,061,616 71,909,408



14 Other non-current assets (Unsecured, considered good unless otherwise stated)As AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

Lease Rent Receivable (Lease Rent Equalisation) 13,052,373 3,490,696

TOTAL 13,052,373 3,490,696

15 Trade receivablesAs AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

Trade Receivables Outstanding for a Period Exceeding Six Months from the Date they were Due for Payment

Unsecured - Considered Good - 137,550

Doubtful - -

- 137,550

Less: Provision for Doubtful Trade Receivables - -

- 137,550

Other Trade Receivables

Unsecured, Considered Good 22,502,063 5,623,783

Doubtful - -

22,502,063 5,623,783

Less: Provision for Doubtful Trade Receivables - -

22,502,063 5,623,783

TOTAL 22,502,063 5,761,333

16 Cash and cash equivalentsAs AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

(a) Cash on Hand 204 6,530

(b) Balances with Banks - in Current Accounts 29,382,363 6,127,843

TOTAL 29,382,567 6,134,373

17 Short-term loans and advances (Unsecured, considered good unless otherwise stated)As AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

(a) Loans and Advances to Related Parties - -

(b) Prepaid Expenses - -

(c) Others (including Interest Receivable) 1,067,878 509,345

TOTAL 1,067,878 509,345

18 Other current assetsAs AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

(a) Lease Rent Receivable (Lease Rent Equalisation) 11,167,447 1,825,292

(b) Unbilled Revenue 3,980,760 360,604

(c) Others - Contractually reimbursable expenses - -

TOTAL 15,148,207 2,185,896



19 Revenue from operationsFor The YeAr eNDeD

MArCh 31, 2013For The YeAr eNDeD

MArCh 31, 2012

` `

a) Sale of Services

Lease Rent Received 450,746,606 207,105,928

Less : Amount Transferred to Capital Work in Progress - 8,240,057

450,746,606 198,865,871

b) Other Operating Revenue - Income From Civil & Miscellaneous Work - -

TOTAL 450,746,606 198,865,871

20 Other incomeFor The YeAr eNDeD


MArCh 31, 2012

` `

a) Interest Received on Deposits 2,180,741 665,569

b) Liabilities / Provisions No Longer Required Written Back 711,289 2,090,403

c) Net Gain on Sale of Current Investments - 27,523

d) Gain on Electricity and Diesel Recovery from Clients 7,691,104 -

e) Miscellaneous Income 139,120 22,634

f) Net Gain on Foreign Currency Transactions and Translation - -

TOTAL 10,722,254 2,806,129

21 Employee benefits expense For The YeAr eNDeD


MArCh 31, 2012

` `

a) Salaries and Wages 1,639,135 1,025,634

b) Staff Welfare Expenses 15,028 67,745

TOTAL 1,654,163 1,093,379

22 Finance costsFor The YeAr eNDeD


MArCh 31, 2012

` `

a) Interest on Fixed Period Loans 123,637,013 94,890,066

b) Currency Swap - Settlement charges 58,992,342 -

c) Other Borrowing Costs

- Guarantee Commission 12,808,314 13,371,241

- Loan processing fees & prepayment charges 12,305,556 -

TOTAL 207,743,225 108,261,307



23 Other expensesFor The YeAr eNDeD


MArCh 31, 2012

` `

a) Power & Fuel ( Net of Recovery from clients) - 35,775,552b) Insurance Expenses 1,106,406 163,463c) Repairs and Maintenance - Buildings 21,252,767 2,244,747d) Repairs and Maintenance - Machinery 4,752,515 457,000e) Repairs and Maintenance - Others 18,793,457 1,634,139f) Housekeeping and Security Expenses 37,812,670 27,200,028g) Travelling and Conveyance 690,503 98,245h) Auditors' Remuneration

As Auditors - Statutory Audit 561,800 551,500For Taxation Matters 112,360 112,360For Other Services - 559,740

i) Brokerage and Commission 89,914,393 3,028,158j) Printing, Stationery and Communication Expenses 568,971 322,992k) Legal & Professional Expenses 19,815,951 3,012,911l) Contribution to Fire Protection Fund of MIDC IT division 9,533,588 -m) Net Loss on Foreign Currency Transactions and Translation 95,760 3,570,389n) Bank Charges 163,745 163,219o) Stamp duty and registration fees 5,009,648 -p) Miscellaneous Expenses 635,277 2,130,194TOTAL 210,819,811 81,024,637

24 Additional information to the financial statements24.1 Contingent liabilities and commitments (to the extent not provided for)


` `

(i) Contingent liabilities Nil Nil

(ii) Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for - (Tangible Fixed Assets)

- 46,456,450

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

24.3 Details on derivative instruments and unhedged foreign currency exposures(a) The year-end foreign currency exposures that have been hedged by a derivative instrument or otherwise


Borrowings from Bank Amount in Foreign Currency UsD 20,338,259 Nil

Equivalent Amount in INR INr 1,153,067,005 Nil

(b) The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise : Nil ( Previous Year H Nil)

24.4 Value of imports calculated on CIF basis:


` `

Capital goods 18,125,212 72,985,851

24.5 expenditure in Foreign Currency - H Nil (Previous Year - H Nil)



25 Employee benefits plansDefined Contribution Plans :- H Nil ( Previous year - H Nil)

Defined Benefits Plans

1) Gratuity :-There are no employees on Company's Payroll as on March 31, 2013, hence provision for defined benefit plans is NIL (Previous year H 286,493/-). And disclosures as per AS-15, Employee Benefits are not applicable.

26 Details of the expenses of H Nil (Previous year H 88,204,501) and income of H Nil (Previous year H 8,240,057) transferred to the Capital Work in Progress are as follows: -

For The YeAr eNDeD MArCh 31, 2013


` `

DETAILs OF EXPENsEs & INCOME CAPITALIsED

- Salary, Wages & Bonus - 9,569,459

- Power & Fuel - 20,705,604

- Guarantee Commission & Brokerage - 6,584,494

- Interest on Loan - 52,915,110

- Scrap Sales - (798,166)

- Service tax refund - (772,000)TOTAL EXPENsEs TRANsFERRED TO CwIP - 88,204,501

Less: Lease Rent Revenue Capitalized - (8,240,057)NET EXPENsE TRANsFERRED TO CwIP - 79,964,444

27 Details of the borrowing costs capitalized as per ”Accounting Standard 16 – Borrowing Cost” are as follows: -



` `

DETAILs OF BORROwINg COsTs CAPITALIsED

Borrowing costs capitalised during the year as Fixed Assets / Capital Work-in-Progress

- Interest on Loan - 52,915,110

- Guarantee Commission & Brokerage - 6,584,494

TOTAL - 59,499,604

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

29 Related party transactionsDetails of related parties:

Description of relationship Names of related parties

Holding Company IDFC Limited ( Since 30th March, 2013).

Associates Paranjape Schemes (Construction) LimitedIndiareit Offshore FundAbsolute Building Company Private Limited

Key Management Personnel (KMP) Mr. Shashank Paranjape (up to March 29, 2013)Mr. Shrikant Paranjape (up to March 29, 2013)

Companies in which KMP / Relatives of KMP can exercise Significant Influence Flagship Infrastructure Private LimitedFlagship Developers Private LimitedPrism Services Properties Solutions Private LimitedSpice of Life Hotels Private LimitedAdvent Projects & Consultancy Services Pvt Ltd

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



Details of related party transactions during the year ended March 31, 2013 and balances outstanding as at March 31, 2013:AMoUNT IN `

Holding

Company

Associates kMP Entities in which kMP / relatives of kMP have significant

influence

Total

IDFC Limited Mr. Shashank

Paranjape

Mr. Shrikant

Paranjape

Flagship

Infrastructure

Private Limited

Advent Projects

& Consultancy

Services Pvt Ltd

Prism Services

Properties

Solutions Private

Limited

Transactions during the year

Purchase of Fixed Assets - - - - - - - -

(-) (-) (3,300,000) (-) (-) (-) (-) (3,300,000)-

Propertiy Maintenance related

services received - - - - - 25,326,000 40,321,224 65,647,224

(-) (-) (-) (-) (-) (6,804,000) (28,460,649) (35,264,649)

Reimbursement of Expenses

incurred - - - - 149,224,835 - - 149,224,835

(-) (-) (-) (-) (521,348,622) (-) (-) (521,348,622)

Issue of Preference Share Capital

including Premium 250,320,000 - - - - - - 250,320,000

(-) (-) (-) (-) (-) (-) (-) (-)

Guarantee Commission - - 6,404,157 6,404,157 - - - 12,808,314

(-) (-) (4,806,855) (4,806,855) (-) (-) (-) (9,613,710)

Balances outstanding at the end

of the year

-

Balances outstanding at the end

of the year - - 6,404,157 6,404,157 - 5,340,000 7,262,238 25,410,552

(-) (-) (4,326,170) (4,326,170) (-) (486,000) (3,449,274) (12,587,614)

-

Borrowings - - - - - - - -

(-) (-) (-) (-) (1,101,701,630) (-) (-) (1,101,701,630)

Note: (i) Figures in bracket relate to the previous year (ii) No amount is/ has been written off or written back during the year in respect of debts due from or to Related Parties.

30 Details of leasing arrangementsFor The YeAr eNDeD


MArCh 31, 2012

` `

As Lessor

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

Future minimum lease payments

not later than one year 559,937,309 207,963,505

later than one year and not later than five years 1,112,931,212 402,899,459

later than five years 6,280,159 -

Contingent rents recognised as income during the year - -

Depreciation recognised on the leased assets 215,700,738 189,290,159

Impairment losses recognised on the leased assets - -

Impairment losses reversed on the leased assets - -



31 Earnings per shareFor The YeAr eNDeD


MArCh 31, 2012

` `

A BAsIC

Net profit / (loss) for the year (After Tax) (206,188,461) (223,780,999)

Weighted average number of equity shares 429,468 429,468

Earnings per share - Basic (480.10) (521.07)

Par value per share 10 10B DILUTED

Net profit / (loss) for the year (After Tax) (206,188,461) (223,780,999)

Weighted average number of equity shares - for diluted EPS 429,468 429,468

Earnings per share - Diluted (480.10) (521.07)

Par value per share 10 10

32 Deferred tax (liability) / assetAs AT MArCh 31, 2013 As AT MArCh 31, 2012

` `

Tax effect of items constituting deferred tax liability

On difference between book balance and tax balance of fixed assets (64,913,536) (34,535,856)

Tax effect of items constituting deferred tax assets

Disallowances under Section 40(a)(i), 43B of the Income Tax Act, 1961 - -

Unabsorbed depreciation carried forward and brought forward business losses - -NET DEFERRED TAX (LIABILITy) / AssET (64,913,536) (34,535,856)

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

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

FOR AND ON BEhALF OF ThE BOARD OF DIRECTORs OF


shRIkANT PARANjAPE


Director


Director

Design Itu Chaudhuri Design | www.icdindia.comPrint www.sapprints.com

This Annual Report is printed on Eco-Friendly Paper.



TEN YEARS’ HIGHLIGHTS 02

CHAIRMAN’S STATEMENT 04

BOARD OF DIRECTORS 08

INFRASTRUCTURE REVIEW 10

DIRECTORS’ REPORT 22

MANAGEMENT DISCUSSION 28& ANALYSIS

CORPORATE GOVERNANCE 42REPORT

ADDITIONAL SHAREHOLDER 54INFORMATION

CEO & CFO CERTIFICATE 58

AUDITORS’ CERTIFICATE 59

BUSINESS RESPONSIBILITY 60REPORT

CONSOLIDATED GROUP ACCOUNTS 71WITH AUDITORS’ REPORT

STANDALONE ACCOUNTS 109WITH AUDITORS’ REPORT

C O N T E N T S



TEN YEARS’ HIGHLIGHTS 02

CHAIRMAN’S STATEMENT 04

BOARD OF DIRECTORS 08

INFRASTRUCTURE REVIEW 10

DIRECTORS’ REPORT 22

MANAGEMENT DISCUSSION 28& ANALYSIS

CORPORATE GOVERNANCE 42REPORT

ADDITIONAL SHAREHOLDER 54INFORMATION

CEO & CFO CERTIFICATE 58

AUDITORS’ CERTIFICATE 59

BUSINESS RESPONSIBILITY 60REPORT

CONSOLIDATED GROUP ACCOUNTS 71WITH AUDITORS’ REPORT

STANDALONE ACCOUNTS 109WITH AUDITORS’ REPORT

C O N T E N T S

REGISTERED OFFICE

KRM Tower, 8th FloorNo. 1, Harrington RoadChetpetChennai 600 031

TEL +91 (44) 4564 4000FAX +91 (44) 4564 4022

CORPORATE OFFICE

Naman Chambers, C-32, G-BlockBandra-Kurla ComplexBandra (East)Mumbai 400 051

TEL +91 (22) 4222 2000FAX +91 (22) 2654 0354

IDFC Limitedwww.idfc.com | [email protected]

IDFC SUBSIDIARIES ANN

UAL REPORT 2012-2013

REGISTERED OFFICE


TEL +91 (44) 4564 4000FAX +91 (44) 4564 4022

CORPORATE OFFICE


TEL +91 (22) 4222 2000FAX +91 (22) 2654 0354


IDFC SUBSIDIARIES ANN

UAL REPORT 2012-2013

REGISTERED OFFICE


TEL +91 (44) 4564 4000FAX +91 (44) 4564 4022

CORPORATE OFFICE


TEL +91 (22) 4222 2000FAX +91 (22) 2654 0354


IDFC SIXTEENTH AN

NUAL REPORT 2012-2013

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