annual report fy 2010-11 - welspun

WELSPUN Projects Ltd.(Formerly known as MSK Projects (India) Ltd.)


17th Annual Report 2010-2011

Dare to Commit

www.welspunprojects.com

Forward looking statement

In this Annual Report we have disclosed forward-looking information to enable investors comprehend our prospects and take informed investment decisions. We have tried, wherever possible, to identify such statements by using words as 'anticipate', 'estimate', 'expects', 'projects', 'intends', 'plans', 'believes', and words of similar substance in connection with any discussion of the future performance. We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in our assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contents

2Corporate Information

4Chairman Statement

8Directors' Report

12Corporate Governance Report

22Management Discussion and Analysis

30Financial Section

CORPORATE INFORMATION

Shareholder/Investor Grievance Committee Remuneration Committee

Mr. Shailesh VaidyaMr. B. K. GoenkaMr. Sunil Shinde

Mr. Nirmal GangwalMr. Shailesh VaidyaMr. A. K. Dasgupta

Registered Office Corporate Office

707-708, Sterling Centre,

R. C. Dutt Road, Alkapuri

Vadodara 390005

Tel: 0265 - 2344756 & 2359893

Fax: 0265 – 2341642

Welspun House,

4th Floor, Kamla City,

Senapati Bapat Marg,

Lower Parel, Mumbai 400013

Tel.: 022-66136000 Fax: 022-24908020

Company Secretary

Audit Committee

Ms. Susheela Maheshwari Mr. Nirmal Gangwal

Mr. Shailesh Vaidya

Mr. A. K. Dasgupta

Statutory AuditorChandrakant & Sevantilal & J.K. Shah & Co.

Board of Directors

Mr. B. K. Goenka

Mr. Ashok KhuranaMr. Sunil Shinde

Mr. Nirmal Gangwal

Mr. Shailesh Vaidya

Mr. A. K. Dasgupta

Stock Exchanges where the Company's securities are listed

Bombay Stock Exchange Ltd.

Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai - 400 051

National Stock Exchange of India Ltd.

Exchange Plaza, Bandra Kurla Complex,

Bandra (E), Mumbai - 400 051

Vadodara Stock Exchange Ltd.

3rd Floor, Fortune Tower,

Sayajigunj, Vadodara - 390005.

Registrar and Transfer Agent

Bankers

Purva Sharegistry (India) Pvt. Ltd.

Unit No. 9, Shivshakti Industrial Estate,

J.R Boricha Marg, Opp Kasturba Hospital Lane,

Lower Parel (E) Mumbai 400 011

Bank of Baroda

Bank of India

Corporation Bank

HDFC Bank Limited

IDBI BANK

Kotak Mahindra Bank

State Bank of India

IDFC

Dena Bank

Axis Bank

Punjab National Bank

22

17th 2010-2011

Annual Report 2010-2011



*Non Executive Member of the Board of Directors

KEY MANAGEMENT TEAM

B. K. GoenkaChairman*

Parvez UmrigarManaging Director & CEO, Welspun Infratech Ltd.

Prasad PatwardhanCFO, Welspun Projects Ltd.

B. R. Jaju CFO, Welspun Corp Ltd.

Gurpreet NagpalSr. VP (HR), Welspun Group

Deepak ChauhanPresident, Legal, Welspun Infratech Ltd.

Sunil ShindeManaging Director & CEO, Welspun Projects Ltd.

3

MESSAGE FROM CHAIRMAN

My dear fellow Stakeholders,

India today is witnessing an infrastructure

Renaissance to leap forward into the league of

advanced nations. With the effect of the global

financial crisis of 2008–9 on the Indian economy

wearing off, need for state-of-the-art

infrastructure is paramount. The Infrastructure

Industry in India has been experiencing a rapid

growth in its different verticals with the

development and urbanisation leading to

increasing interest shown by foreign as well as

domestic investors and infrastructure players in

this field.

4

Powered by a ‘Reforms’ driven Central Government, the Indian infrastructure industry is showing signs

of sustainable growth especially through the Public Private Partnership (PPP ) mode. The Revised Policy

Framework (in FY10) governing the Build Operate Transfer (BOT ) projects in the form of Model

Concession Agreements has given a significant impetus to private partnership in the overall scheme of

national infrastructure development. As per the revised estimates of the Planning Commission released

in March 2010, India’s infrastructure investment is likely to rise from Rs.9 trillion under the 10th Plan to

Rs.20.5 trillion under the 11th Plan. The estimated spend over the 12th Plan period (FY13-FY17) in

various segments will be around Rs.27 trillion. Power will lead the way with a 32% share in the total

spend, followed by roads at 17% and railways at 16%. Nearly 30% of the planned expenditure is expected

to come from the private sector during the 11th Plan period.

Welspun Projects Ltd (WPL) formerly known as MSK Projects (India) Ltd is fully poised to leverage on the

burgeoning infrastructure space. WPL’s successful execution of projects for the past 35 years has made

the company a niche player in the construction industry. With Welspun’s rich experience of dealing with

EPC contracts and WPL’s business model of EPC projects in roads, industrial construction and PPP, the

company is set to play a larger role in the infrastructure space.

We have executed infrastructure projects – highways, bridges, industrial, residential and commercial

buildings. In the highway sector alone we have successfully completed six BOT (Toll) Road projects with a

total length of over 500 km and a capital expenditure of over US $ 200 million. One of the signature

project is the142.6 km long Dewas-Bhopal Corridor linking Bhopal and Dewas on SH 18 in the state of

Madhya Pradesh on BOT Toll Basis. Simultaneously, we forayed into the construction and development

of water supply and distribution projects & urban infrastructure. We successfully commissioned Dewas

Industrial Water Supply Project – one of India’s successful BOT (PPP) projects in the water sector. It

supplies 23 Million Litres Per Day (MLD) water from Narmada River to Dewas Industrial Area in the state

of Madhya Pradesh on PPP basis. Till date WPL has successfully completed six BOT Road project, two Bus

Terminal and one Water project. We could achieve this feat only because of our project management

expertise, cutting-edge technology and design innovations.

On the immediate horizon, WPL is currently qualified to submit bids for 10 BOT National Highway Road

Projects across various states of India, aggregating to a total asset size of above US$ 225 million. In

addition, we has submitted Request for Quotation (RFQs) for over 50 National and State Highway road

projects with a total project cost aggregating to around US$ 8,250 million. In the water sector WPL has

recently been awarded the Greater Mohali Water Pipeline project in the state of Punjab.

This couldn’t have been possible without the constant support of our shareholders. Therefore, I would

like to take this opportunity to thank all our stakeholders for reposing confidence in our abilities and our

endevours. I’m confident that with your continued support, WPL is sure to conquer new heights.

B. K. Goenka

Chairman

5

17th 2010-2011




Dear Members,

Your directors have pleasure in presenting the 17th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on March 31, 2011.

I. FINANCIAL PERFORMANCE

DIRECTORS’ REPORT

II. DIVIDEND

III. KEY CONTRACTS AND ORDERS

IV. CHANGE IN MANAGEMENT CONTROL

To augment cash resources for future developmental activities and growth of the Company, your directors do not recommend any dividend on equity shares of the Company for the year ended March 31, 2011.

The order book position as on date of this Report, exceeds Rs. 570 Crore. During the year, under this Report, your company Excelled in clinching various important contracts including, Road Projects at Dahej Bharuch (Gujarat) for Gujarat State Road Development Corporation (GSRDC), Pipe Laying Water Project and Sewerage Projects at Umergaon for Gujarat Urban Development Corporation (GUDC), Pipe Laying Water Projects at Mohali for Greater Mohali Area Development Authority (GMADA).

On April 27, 2010 the Company allotted 1,71,78,888 equity shares of Rs.10/- each at Rs. 123 per share to Welspun Infratech Limited, on preferential allotment basis under chapter VI of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009.

On August 16, 2010 Welspun Infratech Limited acquired 52,79,348 equity shares from erstwhile Promoters and others shareholders of the Company.

Welspun Infratech Limited made an open offer under Regulation 10 & 12 of SEBI (Substantial Acquisition of shares & Takeovers) Regulation, 1997 (SEBI Takeover Code) to shareholders of the Company, under which Welspun Infratech Limited acquired 180 shares at Rs.130.50 per shares.

(Rs. in Lakhs)

Particulars FY 2010-11 FY 2009-10

Total Income

Less : Provision for Tax

Contract Receipt

Toll Collection

Other Income

Change in Work in Progress

Total Expenditure

Profit Before Tax

Capital cost for own project

Prior Period Income

Profit After Tax

Proposed Dividend

Tax on Dividend

Balance Carried to Balance Sheet

Earning Per Share (Rs.)

Dividend Per Share (Rs.)

20627.74

2786.67

78.79

2141.24

25634.45

28675.90

(3041.45)

-

(29.08)

214.32

(3284.85)

-

-

5757.78

(8.21)

-

38988.01

2984.90

87.65

418.60

42479.17

38422.99

4056.17

64.79

227.49

1473.70

2874.75

400.00

67.98

9510.60

12.60

1.00

8

V. DIRECTORS

VI. DEPOSITS

VII. AUDITORS

VIII. AUDITOR'S REPORT

Mr. Sunil Shinde has been appointed as Managing Director and Chief Executive Officer of the Company w.e.f. May 16, 2011.

In accordance with the requirements of the Companies Act, 1956 and Article 150 of the Articles of Association of the Company, Mr. B K Goenka and Mr. Shailesh Vaidya, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The details of directors seeking appointment or re-appointment as required by clause 49 of the Listing Agreement are provided in the Annexure - A to the Notice convening the Annual General Meeting. During the year under Report, following Directors resigned from the Board of Directors of the Company.

During the financial year 2010-11, the Company did not accept any Public Deposits as per Section 58A of the Companies Act, 1956 and rules made there under.

The Company’s Statutory Auditors, M/s Chandrakant & Sevantilal & J. K. Shah & Company, Chartered Accountants, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for reappointment. The Auditors confirmed that, if appointed, their appointment will be within the limits as laid down under section 224(1B) of the Companies Act, 1956.

With regards to the qualification on Disclosure of Cash Subsidy amounting to Rs.126.54 Crores received from Madhya Pradesh Rajya Setu Nirman Nigam Limited and Gujarat State Road Development Corporation against BOT Projects under the head ‘Reserves& Surplus’ instead of deducting the same from the Project Cost, your directors state that as per the para 10.1 of the Accounting Standard 12 – Accounting for Government Grants (reproduced hereinafter), where the subsidy received is in the nature of promoter’s contributions that is, to say without which the concessionaire cannot cover the total cost of the projects, the subsidy received can be shown as Capital Reserve under the head of Reserves and Surplus rather than deducting from the total cost of the Project. Your Directors further state that they perceive that the subsidy received is in the nature of ‘Promoter’s Contribution’ and hence has been disclosed the same as Capital Reserve and not deducted from the total cost of the Project.

Accordingly, Welspun Infratech Limited acquired the control over the Company by acquiring 61.12% of equity share capital of the Company. Upon acquisition of the control over the Company, by Welspun Infratech Limited, the Board was reconstituted as under on August 16, 2010:

*appointed w.e.f. May 16, 2011 **ceased to be Director w.e.f. May 26, 2011

Sr. No. Name

1 Mr. B. K. Goenka Chairman

3 Mr. Ashok Khurana Director

4 Mr. Nirmal Gangwal Director

5 Mr. Yogesh Verma** Director

6 Mr. Shailesh Vaidya Director

7 Mr. Apurba Kumar Dasgupta Director

Designation

2 Mr. Sunil Shinde* Managing Director & CEO

Sr. No. Name of Director

1

3

4

5

6

7

2

Date of Resignation

Ms. Dipti Shah

Mr. Amit Khurana

Mrs. Manju Khurana

Mr. C Mohanan

Mr. Ashok Gandhi

Mr. Mayur Parikh

Mr. Sanjay Mehta

May 30, 2010

August 16, 2010

August 16, 2010

August 16, 2010

August 16, 2010

August 16, 2010

August 16, 2010

17th 2010-2011




9

Para 10.1 of the Accounting Standard 12 –Accounting for Government Grants, state as under:

‘Where the Government Grants are of the nature of Promoters Contribution i.e., they are given with reference to the total Investment in an undertaking or by way of contribution towards its total Capital outlay and no repayment is ordinarily expected in respect thereof, the grants are treated as Capital Reserve which can be neither distributed as dividend nor considered as deferred income.’

The Company has an adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audits are regularly carried out to review the internal control systems. The Internal Audit Reports along with recommendations contained therein are reviewed by the Audit Committee of the Board.

As on March 31, 2011, the following companies, were subsidiaries of the Company viz. (1) MSK Projects (Himmatnagar Bypass) Private Ltd. (2) MSK Projects (Kim Mandvi Corridor) Private Ltd. 3) Welspun Energy Maharashtra Private Limited.

The Ministry of Corporate Affairs vide its General Circular No. 2 / 2011 dated February 8, 2011 granted general exemption to the companies from attaching a copy of the Balance Sheet, the Profit and Loss Account and other documents of its subsidiary companies as required to be attached under Section 212 of the Companies Act, 1956 to the Balance Sheet of the Company subject to fulfillment of conditions stipulated in the circular.

Therefore, the said documents of the aforesaid subsidiary companies are not attached to the Annual Report.

The aforesaid documents relating to the subsidiary companies and the related detailed information will be made available upon request by any member or investor of the Company. Further, the Annual Accounts of the subsidiary companies are kept open for inspection by a member or an investor at the Registered Office of the Company.

The financial statements of Welspun Energy Maharashtra Private Limited, a subsidiary, have been consolidated based on the management estimate. Whereas accounts of other subsidiaries are consolidated in Annual Accounts based on Audited financial statements received from respective subsidiaries.

As required under the exemption, a statement containing the requisite information for each subsidiary is attached with this Report.

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to Directors’ Report. However, as per provisions 219(1)(b) of the Companies Act, 1956, the Report and Accounts are being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to Company Secretary at the registered office of the Company.

Pursuant to Section 217(2AA) of the Companies Act, 1956, your directors confirm that:

(I) in preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Company’s state of affairs at the end of the financial year and of the Company’s profits for the period.

(iii) they have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of this Act for safeguarding the Company’s assets and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts for the financial year ended March 31, 2011 on a going concern basis.

IX. INTERNAL CONTROL SYSTEMS

X. SUBSIDIARIES

XI. PARTICULARS OF EMPLOYEES

XII. DIRECTORS’ RESPONSIBILITY STATEMENT

XIII. REPORT ON CORPORATE GOVERNANCE AND AUDITOR’S CERTIFICATE

10

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part of this Report.

The operations of the Company are not energy intensive and therefore there is nothing to report in respect of information on Conversation of Energy and Technology Absorptions as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in report of the Board of Directors) Rules, 1988. Within the limited scope available for saving energy in construction contracts, every effort is being made for conserving and reducing its consumptions.

Foreign Exchange Earnings and Outgo Foreign Exchange Earnings – NILForeign Exchange Outgo – NIL

Your directors express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Creditors and Shareholders and for the devoted services rendered, by the Executives, Staff and Workers of the Company.

XIV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

XV. ACKNOWLEDGEMENT

Place : Mumbai Date : May 26, 2011

For and on behalf of the Board of Directors

B. K. Goenka Chairman

17th 2010-2011




11

REPORT ON CORPORATE GOVERNANCE

1. PHILOSOPHY ON CODE OF GOVERNANCE

2. BOARD OF DIRECTORS

The Board of Directors of the Company acts as a trustee and assumes fiduciary responsibility of protecting the interest of the shareholders and other stakeholders of the Company. The Board supports the broad principles of Corporate Governance. In order to attain highest level Corporate Governance practice, Board lays strong emphasis on transparency, accountability and integrity.

As on March 31, 2011 the Board comprises of Six Directors (all non executive directors), of which three directors are the Independent Directors. Mr. B. K. Goenka, a Non-Executive Director is the Chairman of the Company. Composition and category of Directors; attendance of each director at board meetings and the last AGM, number of other companies on the Board or Committees of which, a director is a member or chairperson is as under:

5 3 1

1

1

3 No

3 11

1 No

5 5 1 No

3 NIL 1 No

5** 3** NIL YesNIL

4 14 1 7 No

Name of the Director and Category

Attendance in Board Meetings

during the financial year 2010 - 11

No. of other Directorships

@

Attendance in Last AGM

Number of other Board Committees

Chairman* Member*

NIL

Mr. B. K. Goenka $Chairman

Mr. Yogesh VermaNon-Executive Director

Mr. Ashok Khurana$Non-Executive Director

Mr. Nirmal GangwalIndependent Director

Mr. Shailesh VaidyaIndependent Director

Mr. A. K. DasguptaIndependent Director

@ Only Directorships held in Indian Public Limited Companies are considered.$ Mr. B K Goenka is appointed as a Chairman in place of Mr. Ashok Khurana w.e.f. August 16, 2010* Only Chairmanship/membership of Audit Committee and Shareholders’ Grievance Committee are considered (includes Chairmanship/membership held in Welspun Projects

Limited.)** As per declaration received for the Financial Year ended on March 31, 2010

Ms. Dipti Shah resigned from the Board w.e.f. May 30, 2010. While, Mrs. Manu Khurana, Mr. Amit Khurana, Mr. C Mohanan, Mr. Mayur Parikh, Mr. Ashok Gandhi and Mr. Sanjay Mehta resigned w.e.f. August 16, 2010.

The Board periodically reviews compliance report of all laws applicable to the company.

9 meetings of the Board of Directors were held during the financial year 2010-11 on the following dates: April, 20, 2010, April 27, 2010, May 30, 2010, August 13, 2010, August 16, 2010, October 28, 2010, December 02, 2010, December 28, 2010 and January 24, 2011.

3. AUDIT COMMITEE

a) Terms of Reference:

The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The terms of reference stipulated by the Board of Directors to the Audit Committee are as contained under clause 49 of the Listing Agreement with the Stock Exchanges.

14

b) Composition:

The Audit Committee was constituted by the Board of Directors at its meeting held on January 24, 2005 and was reconstituted from time to time. The Committee comprises of 3 non-executive independent directors.The present composition of the Committee is as under:

Mr. Nirmal Gangwal

Mr. Shailesh Vaidya

Mr. A. K. Dasgupta

Chairman

Member

Member

DesignationName of the Member

c) Meetings and Attendance during the financial year 2010-11:

4 meetings of the Audit Committee were held during the financial year 2010 – 11 on following dates: May 30, 2010, August 13, 2010, October 28, 2010 and January 24, 2011 The attendance at the Committee meetings held during the financial year 2010-11 was as under:

Chairman

Member

Member

Designation

Mr. Mayur Parikh*

Mr. Ashok Gandhi*

Mr. C. Mohanan*

Name of the Member

2

2

2

Number of Meetings during attendedfinancial year 2010-11

* ceased to be member of Audit Committee w.e.f. 16th August, 2010** Appointed as a member of Audit Committee w.e.f. 16th August, 2010

Mr. Nirmal Gangwal**

Mr. Shailesh Vaidya**

Mr. A. K. Dasgupta**

Chairman

Member

Member

2

1

2

The Company’s Internal Auditors and Chief Finance Officer generally remain present at the Audit Committee meetings, the Company Secretary acts as the secretary of the Audit Committee.

4. REMUNERATION COMMITTEE


The Company has duly constituted Remuneration Committee consisting of Independent Directors. The Remuneration Committee recommends the appointment, re-appointment and remuneration payable to executive directors. During 2010-11, no meeting of Remuneration Committee was held.

b) Composition of Remuneration Committee:The present composition of the Committee is as under:

c) Remuneration Policy:

The independent directors are not paid any other remuneration except sitting fees for attending meeting of Board of Directors and Committee Meetings. The sitting fee for attending the board meeting is Rs. 15,000/- and for attending committee meeting is Rs. 5,000/- which is approved by Board of Directors in the meeting dated September 17, 2004 and by the shareholders in the Extra-ordinary General Meeting dated October 11, 2004.

Chairman

Member

Member

Designation

Mr. Nirmal Gangwal

Mr. Shailesh Vaidya

Mr. A. K. Dasgupta

Name of the Member

17th 2010-2011




15

e) Executive Directors’ compensation:

The Executive Directors are paid salary and perquisites as per the rules of the Company, there is no variable component in the remuneration package of the directors. The details of remuneration paid to Executive Directors during the financial year 2010 -11 is as under:


The Shareholders’ and Investors’ Grievances Committee looks into the redressal of shareholders’ complaints like non-receipt of Annual Report, non-receipt of dividends, revalidation of dividend warrants etc. The complaints are reported to the Board on quarterly basis and the status of the complaints pending at the beginning of the quarter, received during the quarter and resolved or pending at the end of the quarter, are published along with the Quarterly Unaudited Financial Results of the Company as a note thereto. None of the complaints were pending at the end of the financial year.

b) Composition:

The present composition of the Committee is as under:

5. SHAREHOLDERS’ AND INVESTORS’ GRIEVANCE COMMITTEE

85000

55000

85000

55000

40000

15000

-

d) The Sitting Fees paid to Non Executive Directors during the financial year 2010-11 is as under:

Name of Non Executive Director

Sitting Fees for Board Meetings (in Rs.)

Sitting Fees for Committee Meetings (in Rs.)

Total

75000

45000

75000

45000

30000

15000

-

Mr. Nirmal Gangwal

Mr. Shailesh Vaidya

Mr. A. K. Dasgupta

Mr. Mayur Parikh*

Mr. Ashok Gandhi*

Mr. Sanjay Mehta*#Ms. Dipti Shah

10000

10000

10000

10000

10000

-

-

Mr. Shailesh Vaidya Chairman

Mr. B K Goenka Member

Mr. Sunil Shinde* Member

DesignationName of the Member

* Appointed as a Member of the Committee w.e.f. May 26, 2011 in place of Mr. Yogesh Verma

*Ceased to be director w.e.f. August 16, 2010 # Ceased to be director w.e.f. May 30, 2010

Name of Executive Director

Mr. Ashok Khurana* 37,78,737.00

37,77,778.00

28,33,333.00

3,02,222.00

Mr. Amit Khurana*

Mrs. Manju Khurana*

Mr. C. Mohanan*

Salary + Perquisites (in Rs.)

* ceased to be Executive Directors w.e.f. August 16, 2010.

16

6. GENERAL BODY MEETINGS

7. MANAGEMENT

8. DISCLOSURES

The details of Annual General Meeting held during the last three years are given hereunder:

The details of Extraordinary General Meeting held during the year are given hereunder:

No Special Resolution was passed by Postal Ballot during last three years.

a) Management Discussion and AnalysisManagement Discussion and Analysis of business of the Company is separately given in the Annual Report.

b) Disclosures by Management to the BoardAll details relating to financial and commercial transactions where directors may have pecuniary interest are provided to the Board, and the interested directors neither participate in the discussion, nor do they vote on such matters.

a) Related Party TransactionFor related party transactions, refer Note no.10 of Notes to Accounts (Schedule 8) annexed to Balance Sheet and Profit & Loss Account.

b) Non Compliance:There were no non compliance by the Company during the last three financial years and hence no penalties, strictures were imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three financial years.

c) Whistle Blower Policy:The Company has a Whistle Blower Policy and no personnel have been denied access to the Audit Committee.

d) Code of Conduct:The Board complies with Code of Conduct for Board members and senior management of the Company. A copy of the Code is also posted on the Company’s website for information of all the Board members and senior management of the Company. The Compliance of the Code is being affirmed by the Directors and senior management personnel on annual basis every year.

A declaration signed by the Chairman of the Company is given below:“I hereby confirm that all Board members and senior management personnel have affirmed compliance with the Code of Conduct of the Company.”

B. K. GoenkaChairman

e) Certification by Chief Finance Officer: A certificate obtained from Chief Finance Officer on the Financial Statements of the Company in terms of Clause 49 of the Listing Agreement was placed before the Board, who took note of it and took same on record.

Day & Wednesday,September 30, 2009

Tuesday, September 30, 2008Date

Time 9.00 a.m. 9.30 a.m.

Annual General Meeting

th 14 Annual General Meetingth 15 Annual General Meeting

VenueVanijya Bhavan, Race

Course, VadodaraVanijya Bhavan, Race

Course, Vadodara

Special Resolution

Passed

Sec.198, 269, 309, 310 & 311 for all Executive

Directors–

11.00 a.m.

th 16 Annual General Meeting

Vanijya Bhavan, Race Course, Vadodara

Tuesday, November 30, 2010

Sec. 31 - Alteration of Articles of Association of the Company

Sec. 21 - Change of name of the CompanySec. 269 - Appointment of Manager

Day & Date

Time

Venue

Special Resolution

Passed

Tuesday, April 13, 2010

11.30 a.m.

Registered Office, Vadodara

Sec 94: Increase in Authorised Share Capital Sec 81(1A): Preferential Issue to Welspun Infratech Limited

17th 2010-2011




17

f) Secretarial Audit:A qualified Practicing Company Secretary carried out the Secretarial Audit on quarterly basis to reconcile the share capital with National Securities Depository Services Ltd (NSDL) and Central Depository Services Ltd (CDSL) and the total issued and listed capital. The audit confirms that the total issued / paid up capital is in agreement with total number of shares in physical forms and total number of demat shares held with NSDL and CDSL.

g) Brief resume of Director being appointed / re-appointedA brief resume, nature of expertise in specific functional areas, names of companies in which the person is already holds directorship and membership of committees of the Board and his shareholdings in the Company forms part of the Notice of Annual General Meeting.

h) Accounting StandardThe Accounting Standards laid down by the Institute of Chartered Accountants of India and applicable to the Company were followed by the Company in preparation of accounts of the Company. Hitherto up to 31st March 2010 expenditure incurred on Build, Operate & Transfer (BOT) Projects was amortized / written off over the period of concession. The Company has changed the policy and the said BOT expenditure is amortized / written off on the basis of projected toll revenue over the period of concession. With this change in Policy the amortization of the year is lower by Rs. 14.49 Crores

i) Details (in aggregate) of shares in the suspense account including freeze on their voting rightsThere are no unclaimed shares and hence no suspense account is required to be opened and credited with such shares and there is

no freeze on voting rights of any shares.

The quarterly, half yearly and yearly financial results of the Company are sent to Stock Exchanges immediately after they are approved by the Board. The Company published its un-audited/audited financial results in one English daily newspaper and in one Gujarati daily of Gujarat State.

a) Annual General Meeting

b) Financial yearThe financial year of the Company is from April 1 to March 31. Board Meetings for Quarterly Unaudited Financial results: (Tentative and subject to change)II Qtr Results (Jul- Sep) Upto November 14, 2011III Qtr Results (Oct-Dec)IV Qtr / Annual Audited Results Upto May 30, 2012I Qtr Results (11-12) (Apr-June) Upto August 14, 2012

c) Date of Book Closure

d) Listing on Stock Exchanges:The Company’s Equity Shares are listed on the following Exchanges, listing fees is paid for the Financial Year 2011-12 to all the Stock Exchanges.

National Stock Exchange of India Limited (NSE) ‘Exchange Plaza’, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051.

Bombay Stock Exchange Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001.

Vadodara Stock Exchange Limited (VSE)Fortune Tower, Sayajigunj, Vadodara - 390005

Security Codes :The Stock Codes of the equity shares of the Company are: NSE : WELPROJBSE : 532553ISIN of the Equity Shares of the Company: INE625G01013

9. MEANS OF COMMUNICATION

10. GENERAL SHAREHOLDER’S INFORMATION

The Seventeenth Annual General Meeting of the Company will be held on Monday, August 29, 2011 at 9.30 A.M. at Vanijya Bhavan, Race Course, Vadodara - 390 007.

Upto February 14, 2012

The Company’s Register of Members and Share Transfer Books will remain closed from Monday, August 22, to Thursday, August 25, 2011 (both days inclusive).

18

e) Market Price DataHigh Low and Volume data of Shares of Welspun Projects Limited on BSE and NSE during the financial year 2010-11.

June 2010

July 2010

August 2010

September 2010

October 2010

November 2010

December 2010

January 2011

February 2011

March 2011

MONTH

May 2010

BSE

April 2010 200.70

197.45

188.75

187.45

194.30

178.05

163.35

140.50

116.50

105.00

79.90

73.90

151.10

163.00

166.30

160.15

167.00

148.10

131.00

87.95

73.00

75.50

57.10

58.65

High Low

NSE

Source: respective websites of BSE and NSE.

High Low

200.70

197.40

188.45

187.00

195.40

176.00

163.30

140.90

117.20

100.00

82.00

74.05

151.55

163.20

166.70

161.20

167.50

148.05

130.30

91.75

73.00

75.20

57.05

57.05

f) Performance in comparison to broad based Indices:Chart –I Comparison of Welspun Projects Limited’s (WPL) Equity Share and BSE’s Sensex

Sensex

Welspun Projects Limited

Sen

sex

Shar

e P

rice

Month

BSE & Welspun Projects Limited250

50

100

150

200

5,000.00

10,000.00

15,000.00

20,000.00

25,000.00

0.00 0

Ap

r 10

Ma

y1

0

June

10

Jul

y1

0

Aug

10

Se

p1

0

Oc

t10

Nov

10

De

c1

0

Jan

11

Fe

b11

Ma

r 11

Chart –II Comparison of WPL’s Equity Share and NSE’s CNX Nifty

7,000.00

6,000.00

5,000.00

4,000.00

3,000.00

2,000.00

1,000.00

0.00

200.00

180.00

160.00

140.00

120.00

100.00

80.00

60.00

40.00

20.00

0.00

NSE & Welspun Projects Limited

NIF

TY

Shar

e P

rice

Month

NSE NIFTY

Welspun Projects LimitedAp

r 10

Ma

y10

June

10

Jul

y10

Aug

10

Se

p10

Oc

t10

Nov

10

De

c10

Jan

11

Fe

b11

Ma

r 11

Shares on VSE were not traded during the last financial year.

17th 2010-2011




19

k) Site Locations:The Company has presence across the Country and at present, on going projects are at various places in the states like Gujarat, Maharashtra, Madhya Pradesh, Punjab, Rajasthan etc.

l) Address for Correspondence:Shareholders may contact the Company’s Registrar and Share Transfer Agent for any query related to dividend at the following address:Compliance OfficerMs Susheela Maheshwari, Company Secretary707-708, Sterling Center, R. C. Dutt Road, Alkapuri, Vadodara- 390 005 email:

Shareholders correspondence may be directed to the Company’s Registrar and Share Transfer Agent, whose address is given below:

M/s. Purva Sharegistry (India) Pvt. Ltd.9, Shiv Shakti Industrial Estate,J. R. Boricha Marg,Opp. Kasturba HospitalLower Parel (East), MumbaiPhone: 022-2301 6761/8281 Fax: 022-2301 2517 E-mail: [email protected]

[email protected]

Category No. of Shares Percentage of holding

j) Shareholding Pattern as on March 31, 2011:

Sr. No.

Promoter Group 24448445 1 61.12

8706155Resident Bodies Corporates2 21.77

619915FII/Mutual Funds3 1.55

--Foreign Body Corporates4 --

5 6140049Public 15.356 85436Others (including NRIs) 0.21

40000000Total 100.00

Promoter Group

Resident Bodies Corporate

FII/Mutual Funds

PublicOthers (including NRIs)

Distribution of shareholding as on 31.03.2011

g) Registrar & Share Transfer AgentThe Company has appointed Registrar & Share Transfer Agent to handle the share transfer work and to resolve the complaints of shareholders. Name, address, telephone number of Registrar & Share Transfer Agent is given hereunder:

Purva Sharegistry (India) Private Limited9, Shiv Shakti Industrial Estate,J. R. Boricha Marg, Opp Kasturba Hospital,Lower Parel (East) Mumbai - 400 011Phone: 022-2301 6761/8281 Fax: 022-2301 2517 E-mail: [email protected]

h) Share Transfer System and DematerializationOur Registrar and Transfer Agent register shares sent for transfer in physical form within 15 days from the receipt of the documents. The Company’s shares are transferable in electronic mode. As on March 31, 2011, 680 equity shares were in physical form being 0.001% of the total Equity Shares.

Number of Shareholders

% of Total Shareholders

% of Total ValueNominal Value Value in Rs.

8424 Upto 5,000 86.72 11435890 2.86

6385,001 - 10,000 6.57 5264660 1.32

26410,001 20,000- 2.72 4047210 1.01

11220,001 - 30,000 1.15 2952380 0.74

3930,001 - 40,000 0.40 1347700 0.35

4340,001 - 50,000 0.44 2047030 0.51

8350,001 - 100,000 0.85 6315630 1.58

1111,00,001 and above 1.14 366539500 91.63

9714Total 100.00 400000000 100.00

i) Distribution of Shareholding as on March 31, 2011

20

AUDITORS’ CERTIFICATE ON REPORT OF CORPORATE GOVERNANCE

To the Members of


We have examined the compliance conditions of Corporate Governance by Welspun Projects Limited for the year ended 31st March, 2011, as stipulated in clause 49 of the Listing Agreement of the said Company with Bombay Stock Exchange Limited, National Stock Exchange of India Limited and Vadodara Stock Exchange Limited.

The compliance of conditions of Corporate Governance is the responsibility of management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Chandrakant & Sevantilal & J.K. Shah & Co. Chartered Accountants

Firm Registration No. 101676W

(H. B. Shah) Partner

Membership No. 16642 Place: VadodaraDate: May 26, 2011

17th 2010-2011




21

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis (MD&A) should be read in conjunction with the Audited Financial Statement of MSK Projects (India) Ltd (”MSK” or the “The Company”), and the notes thereto for the year ended 31 March, 2011. This MD&A covers MSK's financial position and operations for the year ended 31 March, 2011. Amounts are stated in Indian Rupees unless otherwise indicated. The numbers used in the analysis are on a consolidated basis; the corresponding number for the previous year has been regrouped and reclassified, wherever necessary.

This report contains forward-looking statements, which may be identified by their use of words like 'plans', 'expects', 'will', 'anticipates', 'believes', 'intends', 'projects', 'estimates' or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the Company's strategy for growth, product development, market position, expenditures, and financial results, are forward-looking statements. Forward-looking statements are based on certain assumptions and expectations of future events. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

Forward-Looking Statements

BUSINESS OVERVIEW

ECONOMY AND INDUSTRY SCENARIO

INDIA – INFRASTRUCTURE

Welspun Projects Ltd (formerly known as MSK Projects Ltd) has experience of over 3 decades in execution of infrastructure projects and also owns several BOT (Build, Operate & Transfer) assets. The company has successfully executed various works such as mass housing & township projects, multi-storied buildings. Industrial projects for coal mines, fertilizer plants, petrochemicals, water retaining structures. Welspun Projects Limited aims to cultivate itself steadily on this concrete foundation with an objective to grow bigger and achieve new heights of success.

Welspun Infratech Ltd’s (a subsidiary of Welspun Corp Ltd) acquired 61.12%.in Welspun Projects Ltd (formerly known as MSK Projects Ltd.) on 16th August 2010. The rationale behind this acquisition was WPL’s (MSK Projects Ltd) rich experience in the infrastructure development across the country. Welspun has a special focus on oil and gas pipelines, water and wastewater systems, highways, civil & industrial projects and power plant construction. With this acquisition Welspun has forayed into infrastructure and will enter into laying of oil & gas and water pipelines. This acquisition will enable Welspun to move a step forward towards complete integration by being a one-stop-solution in the Line Pipe segment. It will capture the full value chain - from Manufacturing of Plate & Coil – to Line Pipe and finally to Pipe laying enabling Welspun to progress towards complete integration by being a one-stop-solution in the Line Pipe segment, capturing the full value chain from Manufacturing of Plate & Coil to Line Pipe and finally to Pipe Laying domestically.

According to the advance estimates provided by the Central Statistics Office (CSO), GDP at factor cost at constant prices is expected to register a growth of 8.6 percent in the year 2010-11.

Although the expected performance of the industry and services sector in 2010-11 is not very different from what was seen in 2009-10 when industry grew by 8.0 percent and services grew by 10.1 percent, it is the much improved performance of the agriculture sector in 2010-11 that is going to provide an uptick to overall GDP growth.

As regards GDP growth in the year 2011-12, initial estimates provided by the Finance Ministry indicated that the economy would better its performance and touch the 9 percent mark. However, as things stand today, meeting this target looks increasingly difficult. Most recent trends in industrial production point towards a slowdown in industrial activity. Continued tightening of monetary policy and further escalation in global oil prices are the key downside risks to growth in 2011-12. Given the evolving situation, GDP growth in 2011-12 is expected to be in the range of 8 to 8.5 percent.

India is one of the fastest growing economies in the world. Consequently, the need for infrastructure facilities is ever growing, across sectors. The development of adequate infrastructure has been identified as the most critical prerequisite for sustaining the current growth momentum of the economy and to ensure inclusiveness of the growth process. The Eleventh Five Year Plan envisages a total investment of US$ 514 billion in infrastructure sector for bridging the infrastructure deficit and for sustaining a growth momentum of 9 per cent per annum. This ambitious target requires 30 per cent of the total investment, i.e. US$ 154.17 billion, through private sector participation.

Over a period of time, the Government of India has taken several initiatives to accommodate and accelerate private investments in the infrastructure sector. These include sector specific policies, providing incentives and tax holidays to attract private investments, permission of 100% FDI in the infrastructure sector, special provision of Viability Gap Funding (VGF) and PPP approach. While infrastructure development is one of the top priorities of the nation, the pace of growth in infrastructure has not been commensurate to the demands and it continues to pose a major bottleneck and a challenge for the country.

The investment in infrastructure is likely to rise from 5.15 per cent of GDP during the Tenth Plan to about 7.55 per cent during the Eleventh Plan, as against a target of 7.60 per cent. This constitutes a significant shift in favour of investment in infrastructure. Except in some sectors, the overall performance of infrastructure during the Eleventh Plan compares well with the initial targets after accounting for the impact of the global financial crisis. (Source : CII)

24

A preliminary assessment suggests that investment in infrastructure during the Twelfth Plan (2012-17) would need to be of the order of about Rs.40,99,240 crore (US $ 1025 billion) to achieve a share of 9.95 per cent as a proportion of GDP. This would have to be a key priority area in the Twelfth Plan in order to sustain and support the targeted growth in manufacturing, agriculture and services. Provision of world-class infrastructure would not only be necessary for improving the competitiveness of the Indian economy but also for promoting inclusive growth and improving the quality of life of the common man. (Source : infrastructure.gov.in)

The Indian economy will enter the Twelfth Plan in a much stronger position as far as infrastructure is concerned than existed at the start of the Eleventh Plan. Investment in infrastructure will be around 8.37 per cent of GDP in the base year of the Twelfth Plan. If GDP in the Twelfth Plan period grows at a rate above 9 per cent, it should be possible to increase the rate of investment in infrastructure to around 10.70 per cent in the terminal year of the Twelfth Plan period. These projections imply that the investment in the infrastructure sector during the Twelfth Plan would be of the order of Rs. 40,99,240 crore or US $ 1,024.81 billion. At least 50 per cent of this should come from the private sector. This would imply that public sector investment in infrastructure would increase from Rs. 13,11,293 crore in the Eleventh Plan to around Rs. 20,49,620 crore in the Twelfth Plan at 2006-07 prices. This requires an annual increase of about 9.34 per cent in real terms. (Source: www.infrastructure.gov.in)

Providing safe and adequate water to millions across the growing number of cities in the developing countries like India, is a key task for the urban authorities. Presently about 70 percent of the urban households have access to piped water supply. In the next five years the Ministry of Urban Development will work towards providing the entire urban population including those in slums with access to piped water supply. (Source : www.urbanindia.nic.in)

The total investment in water supply and sanitation in the Eleventh Plan is now estimated at Rs. 1,11,689 crore, about 22 per cent lower than the original projection of Rs. 1,43,730 crore. The Eleventh Five Year Plan strategy for urban development includes departure from the exclusive public sector monopoly over urban infrastructure opening up the possibility of investment in this area. However, private sector investment in water supply and sanitation is likely to be small initially and may not exceed 2 per cent of the total investment in this sector.

Solid Waste management is one of the essential services provided by ULBs in the country. However, the current level of services leaves much to be desired. The government will have to work towards covering all the towns with scientific urban waste management services.

Provision of underground sewerage and drainage to cities and town is an enormous task and 100% coverage in terms of area and population may not be possible given the resources required. The government will have to work towards better sewage and septage management in the country. It will also work towards implementation of the National Urban Sanitation Policy. Cities will be encouraged to formulate City Wide Sanitation Plans and all the States shall be encouraged to adopt State Sanitation Strategies. Ministry will support these activities through financial and policy support through various schemes. A separate scheme for achieving the goals of NUSP shall be formulated in the 12th Plan. Eradication of Manual Scavenging in all forms shall be one of the goals of the Scheme. The ministry will focus on covering all cities with scientific septage management.

A. WATER AND WASTE

Tenth Plan Eleventh Plan Sector Original

Projections Actual

Investments Original

Projections Revised

Projections

Electricity (incl.NCE) 2,91,850 (33.49)

3,40,237 (37.01)

6,66,525 (30.42)

6,58,630 (32.06)

Roads & Bridges 1,44,892 (16.63)

1,27,107 (13.83)

3,14,152 (15.28)

2,78,658 (13.57)

Telecommunications 1,03,365 (11.86)

1,01,889 (11.08)

2,58,439 (12.57)

3,45,134 (16.80)

Railways (incl.MRTS) 1,19,658 (13.73)

1,02,091 (11.11)

2,61,808 (12.73)

2,00,802 (9.78)

Irrigation (incl.Watershed)

1,11,503 (12.80)

1,19,894 (13.04)

2,53,301 (12.32)

2,46,234 (11.99)

Water Supply & Sanitation

64,803 (7.44)

60,108 (6.54)

1,43,730 (6.99)

1,11,689 (5.44)

Ports (incl.Inland waterways)

14,071

(1.61) 22,997

(2.50)

887,995

(4.28) 40,647

(1.98)

Airports

6,771

(0.78) 6,893

(0.75)

30,968

(1.51) 36,138

(1.76)

Storage 4,819 (0.55)

5,643 (0.61)

22,378 (1.09)

8,966 (0.44)

Oil & gas pipelines 9,713 (1.11)

32,367 (3.52)

16,855 (0.82)

1,27,306 (6.20)

Total 8,71,445 (100)

9,19,225 (100)

20,56,150 (100)

20,54,205 (100)

Source: www.infrastructure.gov.in

Sector-wise Investment: Tenth Plan and Eleventh Plan (Rs. Crore at 2006-07 prices)

17th 2010-2011




25

The towns and cities in country lack efficient storm water drainage systems. The Ministry will work towards improving coverage of towns by strengthening the existing natural drains and also assist cities in better provision of drainage facilities.

A study by the CII estimates that between 2011 and 2020 India will need USD 990 billion for urban services of which USD 30 billion are for water supply and USD 40 Billion for sewerage & Sanitation. In Indian rupees this amounts to 1,35,000 crores for water; 1,80,000 crore for sewerage and sanitation.

Investment in irrigation and watershed management is a critical part of rural infrastructure. It remains a public sector activity only because the sector is nowhere near being commercially viable since water charges account for only about 20 per cent of operating costs. The total investment in this sector is expected to be about Rs. 2,46,234 crore in the Eleventh Plan which is 7.52 per cent higher than earlier anticipated and it will be more than double the investment of Rs. 1,19,894 crore realised in the Tenth Plan.

The projected investment in road sector is also significantly lower at Rs. 2,78,658 crore compared with Rs. 3,14,152 crore in the original projections. The investment by the Centre is expected to decline due to award of lower than projected road projects by NHAI during the first three years of the XI Plan. It is interesting to note that investment in the road sector by the States is expected to increase on account of higher investments under PMGSY.

The investment by the private sector is also expected to go down due to award of a lower number of BOT projects in the first three years of the Eleventh Plan. However, MORTH has decided to speed up the award and implementation of NHDP to achieve a completion rate of 20 kms of highways per day. This is likely to increase the investment during the last two years of the Eleventh Plan, but the major build up in expenditure consequent to this acceleration will be in the Twelfth Plan.

The investment in oil and gas pipelines in the Eleventh Plan is expected to increase to Rs. 1,27,306 crore. The investment in oil pipelines alone during the Eleventh Plan is projected at Rs. 1,08,190 crore. This category includes large investment by the Centre also. This Sector is expected to get a boost from the following:

Petroleum & Natural Gas Regulatory Board has initiated the push for more pipelines

Petroleum & Natural Gas Regulatory Board (PNGRB) has initiated pipeline projects which will enhance pipe line infrastructure and facilitate PNG distribution in various cities and industries in the coming days. Recently Gujarat State Petronet Ltd (GSPL)-led consortium has bagged a contract from Petroleum and Natural Gas Regulatory Board (PNGRB) for laying three cross- country gas distribution pipelines for Mallavaram-Bhilvara (1611 km), Mehasana-Bhatinda (1688 km) and Bhatinda-Jammu (512 km) pipelines, estimated to cost Rs 12,500 crore and will have capacity to carry around 95 MMCD (million metric cubic meters per day) of gas. The laying of three major gas pipelines will facilitate the development of networks leading to the evolution of the much-awaited National Gas Grid.

City gas distribution to create value in long term

Piped natural gas (PNG) is being used as a fuel in for domestic and commercial applications such as cooking, water heating, space heating and air conditioning. In the next 5 years about Rs. 280 bn will be invested in pipeline infrastructure for CGD networks in 200cities by 2015. HSAW/LSAW pipes would be used for common pipelines and ERW variety for last mile connectivity.

In a recent development, the Supreme Court ended years of uncertainty by allowing downstream oil regulator Petroleum and Natural Gas Regulatory Board (PNGRB) to process all pending applications for the grant of licenses to provide retail CNG to automobiles and piped cooking gas to households in cities. Supreme Court directed that all pending and new applications shall be dealt with by a multi-member board. The recently concluded third round in which bids were invited for installing and running a CGD network in Asansol-Durgapur (in West Bengal), Bhavnagar, Gandhidham-Anjar, Bhuj-Mundra and Jamnagar (all in Gujarat), Ludhiana and Jalandhar (in Punjab) and Panipat (in Haryana) saw an enthusiastic response. This development is positive for the CGD becoming a reality going forward.

Liquefied Natural Gas (LNG) Terminals to enhance Pipe Demand in India

Currently, India has an LNG import capacity of 13.5 MTPA through two terminals, accounting for about 20% of the country’s gas equirements. Petronet LNG runs India’s first LNG receiving and regasification terminal at Dahej in Gujarat is having a capacity of 10 MTPA (which may be further expanded), equivalent to 40 MMSCMD of natural gas. A joint venture of Shell Gas BV and Total Gaz Electricite Holdings France runs a 3.5 MTPA capacity LNG terminal at Hazira, Gujarat.

Petronet LNG is also constructing another 5 MMTPA Greenfield LNG import and re-gasification plant in Kochi which is expected to be commissioned in 2012. Dhamra Port Co. Ltd (DPCL), a joint venture between Larsen and Toubro Ltd and Tata Steel Ltd is proposing an LNG terminal in the east coast of India. LNG terminal at Dabhol in Maharashtra with a capacity of 2.5 MTPA is also likely to start in 2012. IOC has also proposed a 5 MTPA LNG terminal at Ennore, Tamil Nadu. The planned Mundra LNG terminal having a capacity of 5 MTPA (with an option to scale up the capacity) is being developed at the port city of Mundra by Adani Group and is expected to commence operations by 2014. New LNG terminals as well as expansion of the existing ones is likely to result in increased pipe demand as the LNG needs to be transported from terminals to end stations.

B. IRRIGATION

C. ROADS

D. OIL AND GAS PIPELINES

26

INFRASTRUCTURE SECTOR–A SWOT ANALYSIS

Strength & Opportunities

Against the backdrop of the financial crisis, the performance of the infrastructure sector has shown the resilience of the economy and its capacity to shield itself from such external influences. Although the projections for the Eleventh Plan have been downsized for some sectors keeping in mind the targets achieved in the first two years of the Plan, however, it is expected that with the revival of the economy and the upbeat investment sentiment prevailing, the actual performance may turn out to be better than the revised projections of the Eleventh Plan.

It is expected that the economy will enter the Twelfth Plan in a much stronger position as far as infrastructure is concerned than existed at the start of the Eleventh Plan. Investment in infrastructure will be around 8.37 per cent of GDP in the base year of the Twelfth Plan. If GDP in the Twelfth Plan period grows at a rate above 9 per cent, it should be possible to increase the rate of investment in infrastructure to around 10.70 per cent in the terminal year of the Twelfth Plan period. These projections imply that the investment in the infrastructure sector during the Twelfth Plan would be of the order of US $ 1,024.81 billion. At least 50 per cent of this should come from the private sector. This would imply that public sector investment in infrastructure would increase from Rs. 13,11,293 crore in the Eleventh Plan to around Rs. 20,49,620 crore in the Twelfth Plan at 2006-07 prices.

It is now clear that infrastructure development will continue to be in focus and will be the catalyst for the growth of the Indian economy. This gives us with a good opportunity to contribute to nation-building and at the same time provides a fillip to the need to grow as an infrastructure developer and build up our in-house contracting and execution capabilities.

Risks and Concerns

Infrastructure remains a key constraint to growth in India. In several infrastructure projects significant time over runs and resultant costs overruns have delayed the actual realization of benefits of capacity addition.

Inflation- Negative supply shocks have imparted significant volatility to the inflation part particularly in food and fuel. Tightening of monetary supply by Reserve Bank of India resulting in higher interest rate which in turn increase production costs and affected capital accumulation and savings.

Delays in pre-construction activities such as land acquisition, environment clearances, changes in project design, etc. affect the cost - benefit analysis undertaken by the contractors at the time of bidding. Such issues often result in losses and delays in commissioning of projects.

The industry also faces trained manpower crunch. There are issues regarding lack of harmonized skill upgrades, absence of national plan for HRD and the lack of incentive.

Dispute resolution – The dispute resolution mechanism and process prevailing in India lacks efficiency. Arbitration is long drawn out process and can stretch upto 10 years. The contract clauses are often unclear, which could be interpreted differently by different parties involved leading to disputes.

Strengths

• Huge investment in the infrastructure sector is expected to be

around US$ 1,024.81 billion during the Twelfth Five Year Plan (2012-17).

• Infrastructure is a key economic enabler for development

Weakness

• Evolving policies

• Shortfall in contracting capacity of players

• No. of Players

Opportunities

• Private sector to contribute 30% of total infrastructure investment

• Public Private Partnerships (PPP) will bring further opportunities.

• Increase in number of PPP projects

• Government focus on infrastructure development

• Increasing potential as a trans-shipment hub

Threats• Aggressive bidding• Execution capability of players• Political environment and security conditions• High interest rates and inflation• Global Financial conditions and volatile exchange rates

INFRASTRUCTURE SECTOR

17th 2010-2011




27

WPL – A SWOT ANALYSIS

WPL – STRATEGY

Focus on EPC; Target profitable growth at a faster pace

The company will focus more on EPC projects. Apart from Road and water projects, the company will also explore opportunities in the industrial segment and construction of buildings, bridges flyovers, elevated corridors, multimodal logistic systems, bus terminal etc.

Strengthen systems and processes and scale up operations

The company plans to scale up existing systems and process to keep in line with the growth in the volume of business.

Leverage existing approvals with clients

The company plans to leverage its existing relationships with customers to consolidate its presence in existing segments and simultaneously build new partnerships to increase market share and volume of business.

Build relationships with partners

Associate with sector specific specialist organizations and leverage the relationships and prequalifications with JV partners and associates.

Utilize assets and equipments to the maximum

The company plans to expand its equipment base to cater to the existing and new projects that it plans to undertake.

Focus on Pipe Laying and Leverage Welspun’s Association for more business

The group has ambitious growth plans. The company will participate and contribute its execution capability and expertise in these initiatives.

Leverage Welspun’s Investments in Leighton Welspun Contractors Private Limited (Formerly Leighton Contractors (India) Private Limited) for participation in more projects

Leverage on the association with Leighton for pre-qualifications and diversification into new segments and growth in the order book.

Strengths

• Project Execution Skills

• Strong Clientele : National Highway Authority of India

(NHAI), Madhya Pradesh Road Development Corporation Limited

(MPRDC) and Hindustan Petroleum Corporation Limited (HPCL) etc.

• Increasing Order Book position

• Portfolio of BOT assets and Experience of executing various types of

projects like BOT assets in Water, Roads and Bus Terminals.

• Extensive breadth of Projects across the following categories

• Aggressive leadership and vision

• Professionally managed company with an experienced

management team&skilled employee base

Weakness

• Current scale of operations

Opportunities

• Private sector to contribute 30% of total infrastructure investment

• Public Private Partnerships will bring further opportunities

• Robust growth in the Indian Construction Industry , Transport Sector

and other sectors like Other segments like Hydro power projects,

Water Supply and Waste Management, Housing and SEZ development

• Availability of qualifications due to association with Leighton

• Growth opportunities within the group.

Threats• Aggressive biddings and highly competitive environment• Political environment and security conditions• Rising crude oil prices and its effects over the basic raw materials

used in the Industry i.e. Steel, Cement and Bitumen• Higher inflation and interest rates

WELSPUN

28

OUTLOOK

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

HUMAN RESOURCE POLICY

Our HR policies cover our objectives, eligibility and coverage, policy and procedures. We review, revise and update our Human Resource policies from time to time to make them relevant, effective and useful to its employees.

The Company has on hand a a mix of projects in different sectors ranging from Roads and highways, Industrial structures water management etc. The portfolio is further de-risked due to a mix of EPC project and BOT/BOOT projects with greater visibility of future revenues. There are however, challenges arising from domestic and international factors such as inflation, rising commodity and oil prices and delays arising from land acquisition, environmental issues etc.

Nonetheless, given the need for improved infrastructure and its importance in the growth and development of the country and people, the outlook remains positive.

The Company has in place internal control systems and processes commensurate with its size and nature of business. Group synergies and best practices have been implemented to achieve economies and ensure that there are no leakages. Delegation of authority is exercised at various levels of management as per company policy. The Internal audit function is carried out through an external agency with relevant expertise and skills. The function also conducts audits to test the adequacy of internal systems and suggest continual improvements.

29

DISCUSSION OF FINANCIAL PERFORMANCE

The discussion of the Financial Performance and Analysis below relates to the consolidated audited financial statements of Welspun Projects Ltd. The discussion should be read in conjunction with the consolidated financial statements and the related ‘Notes to the Accounts’ for the year ended March 31, 2011.

(Rs. in millions)

REVENUE

a. Operating IncomeThe Company’s revenue is primarily generated from the various projects under Construction. Income from Civil contracts (net of Service Tax) is Rs. 3,288 mn in FY 11. Toll Collection at Rs. 606 mn in FY 11 includes income generated in the form of Toll charges from various BOT Assets. There was reduction in the contract Receipts due to completion of the construction phase of some of the Toll projects awarded to the company. Consequently there has been an increase in the Toll revenue from the projects.

b. Profit before Tax (PBT)The PBT stands at Rs. -312 mn in FY11 as compared to Rs. 381 mn in FY10. Completion of some of the earlier contracts resulted in a reduction in the revenue this year as compared to 2009-10. As a result, due to a reduction in the overall volume of operations, the company has reported a loss in FY11.

c. Profit (Loss) after Tax (PAT)The PAT stands at Rs. -316 mn in FY11 as compared to Rs. 233 mn in FY 10.

KEY FINANCIAL DATA (Profit & Loss a/c for the year ended March 31, 2011)

Year ended March 31, 2010Particulars Change in %

Toll Collection 328 85%606

Operating Income 3,6162,387

Profit before Taxes (PBT) 381 (312)

Profit after Taxes (PAT) 233

(316)

Year ended March 31, 2011

Contract Receipt 3,288 46%1,781

TABLE: BALANCE SHEET (Rs. in millions)

Shareholders' Funds

Loan Funds

Particulars Year ended

March 31, 2011

Year ended

March 31, 2010Change

Capital 228 172400

Reserves and Surplus 3,000 1,715

4,715

3,228 1,8865,115Total

Minority Interest - -0

Secured Loans 4,097 218 4,315

Unsecured Loans 58 (57)1

4,155 161

4,316

Deferred Tax Liability (Net) 65 2

67

Total 7,448 2,050 9,498

30

NETWORTH

LOAN FUNDS

The Net worth of the Company stands at Rs. 5,115 mn as at March 31, 2011 as compared to Rs.3,228 million as at March 31,2010. The Net Worth increase in consequent to the acquisition of the company by the Welspun Group with further infusion of Rs.2,110 million.

The Gross Debt as on March 31, 2011 stands at Rs. 4,316 mn as against Rs. 4,155 mn in FY10

Fixed Assets

Gross Block 1,273 1,271 2

Less : Depreciation 494 413 81

Net Block 780 859 (79)

BOT Expenditure 5,864 5,334 529

6,643 6,193 450 Total

Investments 1,447 2 1,445

Net Current Assets 1,406

1,252

154

Miscellaneous Expenses 1 1 -

Total 7,448 2,0509,498

Application of Funds

17th 2010-2011




31

Welspun is committed to conduct business in a socially responsible and ethical manner. Our company is in sync with mutually accountable and responsible synergies which help us to serve with passion to our Customers, Shareholders, Employees & Society at large. To meet our commitment we seek to respect the rule of law, adopt appropriate international standards and strictly follow our 3 Guiding Principles i.e. The 3 ‘E’s - EDUCATION, EMPOWERMENT and Health and ENVIRONMENT.

In addition to our guiding principles, we at Welspun, strictly follow Ethical Business Conduct and practice the principles of accountability, honesty and integrity in all aspects of our businesses. Besides this, we also adhere to all the laws that regulate and apply to the company, its systems and the conduct of its businesses.

At Welspun we work with governments and agencies (including the Universal Declaration of Human Rights by the UN) to support and respect Human Rights within our sphere of influence. We promote universal respect for observance of human rights and fundamental freedom - particularly those of our employees, the communities within which we operate and parties with whom we do business, without distinction as to ethnicity, origin, religion, gender, language or disability.

Continuing with our pledge to reach out to the larger society Welspun has established Welspun Foundation for Health and Knowledge. The foundation is instrumental in creating impact wherever we have business presence. In our endevour to social development we adhere to our 3 guiding principles i.e Education, Empowerment and Health and Environment.

To improve and enhance the quality of education system Welspun has collaborated with government and non-profit organizations that have positively impacted 3000 tribal, rural and urban children.

Naandi Foundation: (Quality Education Programme at Primary School level)

Welspun Foundation for Health and Knowledge signed an agreement with Naandi Foundation to initiate quality education based project for three Municipal Corporation of Greater Mumbai (MCGM) schools in Mumbai.

With our financial support Naandi Foundation reached out to 230 school going children. The project will be expanded in the year 2011-12 to reach out to the more children to provide quality education.

Light of Life Trust: Project Anando: (Quality Education at Secondary School Level) at Salav, Alibaug, Maharashtra.

Light of Life Trust to initiate quality education based project at Salav in Sanjay Nagar. With Welspun’s financial support Light of Life Trust is running centre for 65 Katakari tribal children.

The project is being executed on pilot basis and then will be scaled up in other needy communities nearby Welspun Maxsteel business location.

Education Initiative:

Collaboration with Non-Profit Organizations:

Corporate Social Responsibility

32

Environment Initiative:

Empowerment and Health Projects at Anjar - Kutch and Salav - Maharashtra

Bombay Natural History Society: (Hornbill Club Project) at Salav, Alibaug, Maharashtra.

Hornbill Club Project on Environment and Conservation programme initiated in Welspun Vidya Mandir Salav, and Welspun Vidya Mandir Anjar – programme covers around four hundred and ninety students from standard 5th to 8th and 15 teachers. Welspun’s environment based initiatives are to improve the standard of operations and have successfully managed net reduction of CO2 emission. In addition, Welspun transformed once devastated deserts to green-belt by planting – programme covers around four hundred and ninety students from standard 5th to 8th and 15 teachers.

Welspun’s environment based initiatives are to improve the standard of operations and have successfully managed net reduction of CO2 emission. In addition, Welspun transformed once devastated deserts to green-belt by planting 100,000 saplings in and around Anjar.

Welspun has collaborated with non-profit organization to create environment awareness and conservation amongst communities.

Health Initiative: Welspun’s health centers are providing health facilities for underprivileged population from the neighboring villages, particularly on general health, mother and child health care and also by sponsoring major health expenditure.

Women Empowerment initiative at Varsamedi, Anjar: Empowerment is one of the important principles Welspun foundation work on. Welspun pioneered Mission Mangalam Scheme with Gujarat Government. This initiative brings livelihood options by building capacities and providing trainings to the rural women. Approximately 125 women are trained under this scheme. The same project has been replicated in Bhadreshwar as Public Private Partnership.

Skill development and livelihood project at Welspun Grams for women Two centers for women are being run to develop cutting and stitching skills and to bring livelihood to them. Approximately 75 women from both the centers have been trained and given jobs.

Self Help Groups at Salav: Ten self help groups have been formed in villages to empower women by providing v a r i o u s s k i l l s a n d b u i l d i n g their capacities. Approximately 250 women are participating enthusiastically in act iv i t ies and t ra in ing be ing provided to them. The main aim behind forming SHG’s is to mobilize women for their own development as well as communities.

17th 2010-2011



33

Computer centre at Salav With the growing need to computer skills and the availability of jobs a computer training centre is started in Salav village for the basic computer literacy. In last three months 120 students have been benefitted with this initiative. Along with the computer skills other soft skills sessions have also beenorganised for the students by Maxsteel employee volunteers.

Adoption of Industrial Training Institute at Vansda in Navsari District Welspun India Ltd, (WIL) Vapi has adopted an ITI in Vansda, District, and Navsari under the Central Govt. Scheme of “ITI upgradation by Public-Private Partnership” where three new trades i.e Spinning, Weaving and Cut & Sew are being introduced. The theoretical classes are taken care of by MS University Professors and On-Job Training is imparted by WIL, Vapi unit. The successful student of these trades will be given opportunity to be absorbed in WIL.

WIL has tied up with MPSTME College, Sirpur and Vapi where students belong mainly to rural background. Around 13 students are being provided opportunity of six months practical training in WIL. The boarding, lodging & transportation for these students are extended by WIL free of cost and are being trained to be made fit for the industry as soon as they complete their academics. Job opportunity will be provided by Welspun to them on completion of their course.

Volunteerism is one of the crucial elements in all our CSR initiatives at all our locations. Our employee’s volunteers participate enthusiastically and consistently. Their participation is strategically planned that helps to get different set of skills.

As part of Joy of Giving Week the Light of Life Trust organised Spandan programme to raise funds wherein children from their Alibaug and Karjat performed. This performance was supported by Welspun with buying tickets for our Welspun Vidya Mandir community club members and teachers.

Partnered with Save The Children India to support victims of cloud burst in Ladakh.

Donation of desks and benches to Government run primary school, Korlai village in Alibaug benefiting around 350 students.

Supported orphanage/homes with donations like bed sheets and towels

Tie up with MPSTME College, Sirpur, Vapi

Volunteerism at Welspun

Joy of Giving Week with Light of Life Trust

Charitable Donations:

Creating awareness and employee participation

Organised Blood donation Camp at Welspun Head Office123 employees donated blood in the blood donation camp organised in Welspun HO on 27th May 2011. Employees have been provided with the blood donation card to avail blood in emergency.

World Environment Day World environment day organised at Welspun HO in order to bring about awareness on environment related issues through the competition. Overwhelming response received by Welspunites. Three best ideas to protect the environment were awarded.

34

School Material Distribution DriveWelspun employees donated school material like text books, stationary that was Vatsalya foundation working for street children organization.

Corporate Yoga Sessions for Welspun EmployeesCorporate Yoga Sessions by Mrs. Preeti Mandawewala is organised at Anjar, Vapi, Silvassa, Zagadia, Dahej and Welspun Vidya Mandir Anjar. In all 700 employees benefitted from the sessions.

Special Achievement Welspun is honoured with India Shining CSR Award – “Outstanding CSR in Textile Sector” hosted by Wockhardt. The award ceremony was presided by Noble Peace Laureate - The Dalai Lama, Noble Peace Laureate - Prof. Muhammad Younis and Union Cabinet Minister Dr. Salman Khurshid.

At the Wockhardt Foundation’s first ‘CSR Thought Leadership Conclave’ 2011 Industry Leaders emphasized the need for focusing on social development for economic growth.

17th 2010-2011



35

38

Financial Section

Standalone Accounts

Consolidated Accounts

Auditors Report 39

Annexure to the Auditors’ Report 41

Balance Sheet 44

Profit & Loss Account 45

Schedules 46

Cash Flow Statement 67

Balance Sheet Abstract 68

Auditors Report 69

Balance Sheet 70

Profit & Loss Account 71

Schedules 72

Cash Flow Statement 96

Section 212 Disclosure 97

39

AUDITOR'S REPORT

We have audited the attached Balance Sheet of M/s. Welspun Projects Limited (formerly known as MSK Projects (India)

Limited), as at 31st March, 2011 and also the annexed Profit and Loss Account and the Cash Flow statement of the Company

for the year ended on that date. These financial statements are the responsibility of the Company's management. Our

responsibility is to express an opinion on these financial statements based on ouraudit.

We conducted our audit in accordance with auditing standards generally accepted in India.Those Standards require that we

plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial

statements. An audit also includes assessing the accounting principles used and significant estimates made by management,

as well as evaluating the overall financial statement presentation; we believe that our audit provides a reasonable basis for

our opinion.

1) As required by the Companies (Auditor's Report) order, 2003 as amended by Companies (Auditor's Report)

(Amendment) Order, 2004(together 'the Order') issued by the Central Government of India in terms of Section 227 (4-A)

of the Companies Act, 1956, and on the basis of information and explanation given to us and the books and records

examined by us in the normal course of audit and to the best of our knowledge and belief, we enclose in the Annexure a

statement on the matters specified in paragraphs 4 and 5 of the said order.

a) We have obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purpose of our Audit.

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

our examination of the books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of

accountof the Company.

d) On the basis of written representations received from the Directors and taken on record by the Board of Directors,

we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in

terms ofclause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

e) In our opinion, subject to non compliance with the specified accounting standards relating to :-

The Balance Sheet, the Profit & Loss Account and the Cash flow statement dealt with by this report comply with the

other Accounting Standard as referred to in the Section 211 (3C) of the Companies Act, 1956 and

2) FURTHER AND SUBJECT TO OUR COMMENTS IN THE ANNEXURE REFERRED TO IN PARAGRAPH 1 ABOVE.

Disclosure of Cash Subsidy amounting to Rs.82.87 Crores received from Madhya Pradesh Rajya Setu Nirman

Nigam Limited against BOT Projects under the head 'Reserve & Surplus' instead of deducting the same from the

Project Cost as required by the Accounting Standard – 12 “Accounting for Government Grants”(See Note No. 11).

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts

subject to :

and read with the other notes appearing thereon, give the information required by the Companies Act, 1956 in the

manner so required and give a true and fair view in conformity with the accounting principles generally accepted

in India.

i) In the case of the Balance sheet of the state of affairs, of the Company as at 31st March, 2011 and;

ii) In the case of the Profit and Loss Account of the Loss for the year ended on that date.

iii) In the case of the Cash flow statement, of the cash flow for the year ended on that date.

For


Chartered Accountants

Place: Vadodara

Date : 26/05/2011

Partner

Membership No.16642

Disclosure of Cash Subsidy amounting to Rs.82.87 Crores received from Madhya Pradesh Rajya Setu Nirman

Nigam Limited, against BOT Projects under the head 'Reserve & Surplus' instead of deducting the same from the

Project Cost (See Note No. 11).

Chandrakant & Sevantilal & J. K. Shah & Co.

(H. B. Shah)

40

ANNEXURE TO THE AUDITORS' REPORT TO THE MEMBERS OF M/S. WELSPUN PROJECTS LIMITED

(FORMERLY KNOWN AS MSK PROJECTS (INDIA) LIMITED), BARODA ON THE ACCOUNTS FOR THE

YEAR ENDED 31ST MARCH, 2011

(REFERRED TO IN PARAGRAPH 1 OF OUR REPORTOF EVEN DATE)

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of

its fixed assets.

b) Major portion of fixed assets has been physically verified during the year by the management in accordance with a

programme of verification, which, in our opinion provides for physical verification of all the fixed assets as reasonable

interval having regards to size of the Company and nature of its business. According to the information and

explanation given to us the discrepancies noticed on such verification were not material and have been properly

dealt with in the books of accounts.

c) No disposal ofa substantial part of fixed assets of the Company has taken place during the year.

2. a) As explained to us, the inventories were physically verified by the management at reasonable intervals during the

year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification

of inventories followed by the management are reasonable and adequate in relation to the size of the Company and

the nature of its business.

c) As the Company has not maintained quantitative records of stock, It is not possible to find out discrepancies between

the physical stockand book records.

3. a) The Company has granted unsecured loan to five companies covered in the register maintained u/s 301 of the

Companies Act' 1956. The maximum amount involved during the year was Rs. 1268.12 Lacs and the year end

balance of loans granted to these Companies was Rs. 301.84 Lacs.

The Company has taken interest free unsecured loan from one Company covered in the registered maintained u/s

301 of the Companies act' 1956. The maximum amount involved during the year was Rs.1756.40 Lacs and year

ended balance of loan taken from such Company was Rs. 11.40 Lacs.

b) In our opinion, the rate of interest, where applicable and other terms and conditions on which loan have been taken

from / granted to the Companies listed in the register maintained us 301 of the Companies act, 1956 are not prima-

facie, prejudicial to the interest of the Company.

c) The Companies to whom advance in the nature of loan is granted there is no stipulation for repayment there of. As

per the information and explanations given to us the said loan is repayable on demand. The Company is regular in

repaying the principle amount wherever stipulated,

4. In our opinion and according to the information and explanations given to us, there are , adequate internal control system

commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and

fixed assets and with regard to the receipts of Civil Contracts. During the course of our audit, we have not observed any

major weakness in the internal controls.

5. a) To the best of our knowledge and belief, and according to information and explanation given to us, the transactions

that needed to be entered in to the register in pursuance of Section 301 of the Companies Act, 1956, have been so

entered.

b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of

contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and

41

exceeding the value of Rupees five lacs in respect of any party during the year have been made at prices which are

reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits

from the public, Accordingly the provisions of clause (vi) of the Companies (Auditor's Report) order 2003 are not

applicable to the Company.

7. The Company has appointed a partnership firm of Chartered Accountants, to carry out its internal audit function. In our

opinion, the internal audit system is required to be strengthen in respect of its scope to cover all the area to

commensurate with the size of the Company and nature of its business.

8. The Central Government has not prescribed maintenance of cost records Under Section 209(1)(d) of the Companies Act,

1956 forany of the products of the Company.

9. a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues

including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales

Tax,Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities.

b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of

such statutory dues which have remained outstanding as at 31st March, 2011 for a period of more than six months

from the day they become payable except Sales Tax liabilityof Rs. 12.96 Lacs.

c) According to the information and explanation given to us, there are no dues of Sales Tax, Income Tax, Custom Duty,

Wealth Tax, Excise Duty and Cess which have not been deposited on account of any dispute except the following

disputed Income Tax Demand.

10. The Company has no accumulated losses and has not incurred cash losses in the immediately proceeding financial year.

The Company has incurred cash losses in the current financial year.

11. The Company has not defaulted in repayment of dues to any financial institution or Banks.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures or other

securities.

13. The provisions of any Special Statue applicable to Chit Funds, Nidhis or Mutual Benefit Funds/Societies are not applicable

to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures, or other investments and hence, requirement

of paragraph 4(xiv) are not applicable to the Company.

15. In our opinion and according to information and explanation given to us the term and condition on which the Company

has given guarantee for loan taken by others from Bank / Financial Institution are not prejudicial to the interest of the

Company.

16. In our opinion, the term loans have been applied for the purpose for which they were raised.

Sr.No.

Nature of theStatus

Nature of thedue

Amount(Rs. In Lacs)

Period to whichthe amount relate

Forum wheredispute is Pending

1. Income Tax Act,1961

Income Tax A.Y. 2007-08 CIT (A) Baroda27.43

Income Tax Act,1961

Income Tax A.Y. 2008-09 CIT (A) Baroda780.812.

42

17. According to the Cash Flow Statement and other records examined by us and on the basis of information and

explanations given to us, on an overall basis, funds raised on Short Term basis have, prima facie, not being used during the

year for Long Term investment and vise versa.

18. During the year, the Company has not made any preferential allotment of shares to parties and Companies covered in the

Register maintained U/s 301 of the Act.

19. Since the Company does not have any debentures, the question of creation of securities for debentures does not arise.

20. The Company has not raised money by public issue during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by

the Company was noticed or reported duringthe year.

For



Place: Vadodara

Date : 26/05/2011

Partner

Membership No.16642


(H. B. Shah)

43

44

BALANCE SHEET AS ON 31st MARCH’ 2011

As atMarch 31, 2011(Amount in Rs.)


SOURCES OF FUNDS

SHARE HOLDERS' FUNDS

4775397812 2990879242

TOTAL (Rs.) 7086530469 5617704822

APPLICATION OF FUNDS

FIXED ASSETS

NET BLOCK 508754323 589264997

BUILD, OPERATE AND TRANSFER PROJECTS EXPENDITURE

2661474418 2669007975

INVESTMENTS

CURRENT ASSETS, LOANS & ADVANCES

2775958226 2442653172

935127894 714070943

TOTAL (Rs.) 7086530469 5617704822

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS 8

SHARE CAPITAL A 400000000 228211120

RESERVES & SURPLUS B 4375397812 2762668122

LOAN FUNDS

SECURED LOANS C 2223876957 2562142580

UN-SECURED LOANS D 1140700 -

2225017657 2562142580

DEFERRED TAX LIABILITY 86115000 64683000

GROSS BLOCK E 1000608783 1001305352

LESS : DEPRECIATION 492654460 412040355

507954323 589264997

REALISABLE VALUE OF IMPAIRED ASSETS 800000 -

F

AS PER LAST YEAR BALANCE SHEET 2669007975 2827379852

COST INCURRED DURING THE YEAR 78125055 6479018

2747133030 2833858870

LESS: UNCLAIMED LIABILITIES WRITTEN BACK - 3783017

LESS: WRITTEN OFF DURING THE YEAR 85658612 161067878

G 2075471395 630849621

INVENTORIES H 556938132 328030039

SUNDRY DEBTORS I 1363961503 1175710926

CASH & BANK BALANCES J 400409218 515120015

LOANS & ADVANCES K 454649373 423792192

LESS : CURRENT LIABILITIES & PROVISIONS

LIABILITIES L 926538873 663902941

PROVISION M 8589021 50168002

NET CURRENT ASSETS 1840830332 1728582229

Schedules

As per our report of even date

For and on behalf of the Board of DirectorsFOR Chandrakant & Sevantilal & J.K. Shah & CompanyChartered Accountants

H. B. ShahPartnerMembership No. 016642

Place : VadodaraDate : 26-05-2011


Susheela MaheshwariCompany Secretary

Place : MumbaiDate : 26-05-2011

Sunil ShindeManaging Director

45

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH’ 2011

Year endedMarch 31, 2011(Amount in Rs.)


INCOME

TOTAL Rs. 2563444670 4247916780

EXPENDITURE

PROVISION FOR TAXATION

PROFIT / (LOSS) AFTER TAXATION

BALANCE CARRIED TO BALANCE SHEET 575778054 904262708

EARNING PER SHARE - (IN RUPEES)


CONTRACT RECEIPTS, SUPPLY AND OPERATING INCOME 1 2062773907 3898801162

TOLL COLLECTION 2 278667496 298490230

OTHER INCOME 3 7878993 8765096

2349320396 4206056488

CHANGE IN WORK-IN-PROGRESS 4 214124274 41860292

MATERIALS CONSUMED 5 1291487761 2006870435

SITE COST & OTHER EXPENSES 6 1226862057 1273439532

FINANCE & BANK CHARGES (NET) 7 167585582 287391138

EXPENDITURE ON BUILD, OPERATE &

TRANSFER CONTRACTS WRITTEN OFF 85658612 161067878

DEPRECIATION 95995652 113530616

2867589664 3842299599

(304144994) 405617181

LESS: COST INCURRED FOR OWNED BOT PROJECT TRANSFERRED

TO BALANCE SHEET - 6479018

PROFIT / (LOSS) BEFORE PRIOR PERIOD INCOME / EXPENDITURE (304144994) 412096199

PRIOR PERIOD ITEM (NET) (2907660) 22749605

PROFIT / (LOSS) AFTER PRIOR PERIOD INCOME/EXPENDITURE (307052654) 434845804

CURRENT TAX - 92500000

FRINGE BENEFIT TAX - (224094)

DEFERRED TAX 21432000 55094000

21432000 147369906

(328484654) 287475898

BALANCE BROUGHT FORWARD FROM PREVIOUS YEAR 904262708 663584810

PROFIT AVAILABLE FOR APPROPRIATION 575778054 951060708

PROPOSED DIVIDEND - 40000000

TAX ON DIVIDEND - 6798000

- 46798000

BASIC & DILUTED -8.48 12.60

Schedules









SCHEDULE - A TO M, AND 8 FORMING PART OF THE BALANCE SHEET



SCHEDULE - A

AUTHORISED CAPITAL

ISSUED, SUBSCRIBED, AND PAID UP CAPITAL

TOTAL 400000000 228211120

NOTES

4,10,00,000 (PREVIOUS YEAR 2,50,00,000)EQUITY SHARES OF RS. 10/- EACH 410000000 250000000

* 4,00,00,000 (PREVIOUS YEAR 2,28,21,112) EQUITY SHARES Rs. 10/-EACH FULLY PAID UP 400000000 228211120

* OUT OF THE ABOVE SHARES:

1 1874331 Shares are allotted as fully paid up without payment being received in cash earlier Year

2 720897 Shares are allotted as fully paid up by way of bonus shares, during the year 1996-97

3 1454645 Shares are allotted as fully paid up by way of bonus shares during the year 1998-99

4 1235547 Shares are allotted as fully paid up by way of bonus shares during the year 2000-01

3 250000 Shares are issued on preferential basis during the year 2005-06

4 1399566 Shares are issued on conversion of foreign currency convertible bonds during the year 2006-07




30917642

SHARE CAPITAL

46

SCHEDULE - B RESERVES & SURPLUS

1. CAPITAL RESERVE

828729840 828729840

2886599786 945385442

TOTAL (1+2+3+4) 4375397812 2762668122

CASH SUBSIDY

RECEIVED FROM MADHYA PRADESH RAJYA SETU NIRMAN NIGAM LTDAGAINST BOT PROJECTS


LESS: DEDUCTION DURING THE YEAR - 9270160

AMALGAMATION RESERVES


2. GENERAL RESERVES


3. SECURITIES PREMIUM


ON ISSUE OF SHARES ON PREFERENTIAL BASIS DURING THE YEAR 1941214344 -

4. PROFIT & LOSS ACCOUNT

BALANCE AS PER ANNEXED ACCOUNT 575778054 904262708

47

SCHEDULE - A TO M AND 8 FORMING PART OF THE BALANCE SHEET

SCHEDULE - C SECURED LOANS



TERM LOAN FOR EQUIPMENTS & VEHICLES

FROM CORPORATION BANK - BARODA

FROM KOTAK MAHINDRA BANK LIMITED

FROM HDFC BANK LIMITED

FROM TATA CAPITAL LIMITED

FROM AXIS BANK

FROM TATA MOTOR FINANCE LIMITED

FROM SREI INFRASTRUCTURE FINANCE LIMITED

TOTAL (A) 52687278 188598542

TERM LOAN FOR PROJECTS

FROM DENA BANK

25214141 51905370

Secured by hypothecation of the relavant plant & machineries, equipments,vehicles & the personal guarantee by the directors of the Company.(Repayable within year Rs. 1,99,24,000/- Previous Year Rs. 1,99,24,000/-)

6833956 16008922

Secured by hypothecation of relevant Plant & Machineries & Vehicles &Personal guarantee of the some of the Directors of the Company(Repayable within year Rs. 67,48,003/- Previous Year Rs. 92,52,000/-)

8418467 27240669

Secured by hypothecation of relevant Vehicles, Plant & machineriesand personal guarantee of the some of the directors of the Company(Repayable within year Rs. 51,86,237/- Previous Year Rs. 1,47,92,000/-)

5565318 24059648

Secured by hypothecation of relevant Plant & machineries & personalguarantee of some of the Directors of the Company(Repayable within year Rs. 53,10,490/- Previous Year Rs. 1,85,35,000/-)

1970501 4252221

Secured by hypothecation of relevant Plant & machineries &personal guarantee of some of the Directors of the Company(Repayable within year Rs. 11,35,371/- Previous Year Rs. 15,79,000/-)

987348 11232218

Secured by hypothecation of relevant Plant & machineries &personal guarantee of some of the Directors of the Company(Repayable within year Rs. 9,87,348/- Previous Year Rs. 1,07,37,000/-)

3697547 53899494

Secured by hypothecation of relevant Plant & machineries &personal guarantee of some of the Directors of the Company(Repayable within year Rs. 17,96,460/- Previous Year Rs. 4,69,98,000/-)

259625597 305228916

The above Loans are Secured by:

- A first mortgage and charged on all the Company's capital assets,specific & pertaining to the Hoshangabad - Harda - KhandwaProjects only both present and futures.

- A first Charge on all the revenues / receivable of Hoshangabad-Harda -Khandwa project account of the Company

- A First charge on all the intangible assets of the Company including butno limited to Goodwill of the Co

- A first charge on Company's bank accounts including without limitationthe trust and retention account (RTA) / Escrow Account and DebtService Reserve Account to be established by the Company

- A First charge/assignment/security on the Company right under theconcession agreement, project document, contract and all licencepermits approvals conserts and insurance policies in respect ofthe project

(Repayable within year Rs. 4,44,00,000/- Previous Year Rs. 4,44,00,000/-)


SCHEDULE - C

SCHEDULE - D

SECURED LOANS

UN-SECURED LOANS



FROM CORPORATION BANK

FROM PUNJAB NATIONAL BANK

FROM INDUSTRIAL DEVELOPMENT FINANCE CO. LIMITED

INTEREST ACCRUED & DUES

TOTAL (B) 1179367042 1306986314

OTHER LOAN


SHORT DEMAND LOAN

OVERDRAFT ACCOUNT

FROM IDBI BANK LIMITED

FROM BANK OF INDIA

OVERDRAFT ACCOUNT

TOTAL (C) 991822637 1066557724

TOTAL (A) + (B) + (C) 2223876957 2562142580

269878003 300574761

The above Loan is Secured By:

- First Mortgage & charge on all the movable & immovable propertiesof the Raisen - Rahathgarh BOT Projects including all receivable bothand present and future.

- Assignment of all rights, title and Interest of the Company in respectof all the assets of the projects, all Projects agreement and Contractsincluding Concession Agreement.

- Assignment of contractors guarantees, performance bond andliquidated damages

- Personal Guarantees of some of the Directors of the Transferors Company.(Repayable within year Rs. 3,36,00,000/- Previous Year Rs. 3,36,00,000/-)

92646507 125947741

- (Secured by Ludhiana & Jalandhar Bus Terminal Projects, and Personalguarantee of some of the directors of the Company).


554524973 572792654

2691962 2442242

- Secured by by way of mortgage in favour of IDFC of all movable propertiespertaining to the Dewas Water Supply Projects Presents, futures.

- a first charge by ways of the hypothecations of the all movablesincluding movables including movable plant machinery, machineryspares, tools, & accessories, furniture & fixture, vehicles and all othermovable assets pertaining to the project present & future.

- First charge of all the book debts, operating, Cash Flows, revenue,receivables of the Company pertaining to the Dewas Water Supplyproject, present & Future.

- Assignment of all rights, title and Interest of the Company in respectof all the assets of the Dewas Water Supply Projects agreement andContracts including Concession Agreement.

- First Charge over the Escrow Account. Debt Service Reserve Accountand other Reserve and any Other reserves and any other banks accountthe Company wherever maintained.

- Personal Guarantee of the Directors of the Company


13068785 139765340

(Secured by fixed deposits of the Company and third Parties)

458378706 376430627

(Secured by hypothecation of the entire stocks & book debts of theCompany & personal guarantee of some of the directors of the Company).

365262779 341125151

(Secured by pari passu charge on all current assets of the company)

155112367 201103665

Secured by specific Plant & Machineries and second charge on currentassets of the Company.

- 8132941

- Securred by the 10% Cash Margin in the form of TDR

- Pledge of the shares of the promoters in favour of the Bank for Rs. 50 Lacs

FROM COMPANIES 1140700 -

Total 1140700 -

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51


SCHEDULE - G



INVESTMENT IN SHARES (NON TRADE)

QUOTED, (LONG TERM)

UNQUOTED, ( LONG TERM)

IN-SUBSIDIRY COMPANIES

OTHERS

INVESTMENT IN BONDS

INVESTMENT ON NON CONVERTIBLE DEBENTURES

INVESTMENT IN CERTIFICATE OF DEPOSITS

INVESTMENT IN GOVERNMENT SECURITY

TOTAL 2075471395 630849621

7400 (P.Y. 7400) Equity Sharess in Minar Trading services Limitedof Rs. 10/- each fully Paid up 74000 74000

1500 (P.Y. 1500) Equity Sharess in Sarv Shakti Synthetics Limitedof Rs. 10/- each fully Paid up 15000 15000

1600 (P.Y. 1600) Equity Sharess in Corporation Bankof Rs. 10/- each fully Paid Up 128000 128000

30000 (P.Y. 30000) Equity Shares in Myraj Consultancy Limitedof Rs. 10/- each fully paid up 300000 300000

517000 517000

Less : Provision for Dimunition in value of Investment 74000 74000

443000 443000

(Market Value Rs. 10,20,800/- P.Y. Rs. 7,69,600/-)

242000 (P.Y. 242000) Equity Shares of MSK Projects(Himmatnagar bypass)Pvt Ltd of Rs. 10/- each fully paid up 23300000 23300000

6730000 (P.Y. 6730000) Equity shares of MSK Projects(Kim Mandvi Corridor) Private Limited of Rs. 10/- each fully paid up 67300000 67300000

50000 (P.Y. 50000) Equity Shares of Super Infrastructure and Toll BridgePrivate Limited of Rs. 10/- each fully paid up - 500000

25500 ( P.Y. Nil) equity Shares in Welspun Energy Maharshtra LtdRs.10/- each fully paid up 255000 -

500 (P.Y. 500) Equity shares in MSK Finance Limitedof Rs. 100/- each fully paid up 50000 50000

48 (P.Y. 48) Equity shares in Nutan Nagrik Sahakari Bank Limitedof Rs. 100/- each fully paid up. 4800 4800

37652 (P.Y. 37652) Equity shares in Baroda Peoples Co-Op. Bank Limitedof Rs.10/- each fully paid up 376521 376521

63 (P.Y. 63) Equity shares in Baroda City Co-Op. Bank Limitedof Rs. 50/- each fully paid up 3150 3150

1000 (P.Y. 1000) Equity shares in Classic Organisors Private Ltdof Rs. 10/- each fully paid up 10000 10000

960 (P.Y. 960) Equity shares in Sindh Mechantile Co-Op. Bank Ltdof Rs.10/- each fully paid up 9600 9600

50000 (P.Y. 50000) Equity shares in Bul MSK Infrastructure(India) Private Limited of Rs.10/- each Fully Paid up 27800150 27800150

50000 (P.Y. 34100) Equity shares in Dewas Bhopal Corridor Limitedof Rs. 10/- each fully paid up. 510210900 510051900

178 ( P.Y. Nil) Bonds of IFCI - 2030 @9.70% of Rs. 1000000 each fully paid up. 183340000 -

500 ( P.Y. Nil) Bonds of IDBI - 2030 @9.65% of Rs. 1000000 each fully paid up. 514900000 -

257 ( P.Y. Nil) Bonds of West Bengal Electricity Distco Ltd - [email protected]% of Rs. 1000000 each fully paid up. 263792500 -

1260 ( P.Y. Nil) Bonds of DHFCL 2015 10% of Rs. 100000 each fully paid up. 127802304 -

590 ( P.Y. Nil) Bonds of DHFCL 2020 10.40 % of Rs. 100000 each fully paid up. 59857220 -

1500 ( P.Y. Nil) NCD of CBI Rs. 100000/- each fully paid up. 146586600 -

1500 ( P.Y. Nil) NCD of PNB Rs. 100000/- each fully paid up. 147429150 -

Indira Vikash Patra 500 500

Two (P.Y. One) Bonds of Rs. 10,00,000/-Sardar Sarovar Narmada Nigam Limited 2000000 1000000

INVESTMENTS




52

SCHEDULE - H

INVENTORIES

TOTAL 556938132 328030039

(as taken valued and certified by the management)

WORK-IN-PROGRESS 416187464 202063190

RAW MATERIAL 140750668 125966849

CURRENT ASSETS, LOAN & ADVACNES

SCHEDULE - I

SUNDRY DEBTORS

OTHER DEBTS:

TOTAL 1363961503 1175710926

(UNSECURED CONSIDERED GOOD)

DEBT EXCEEDING SIX MONTHS 91948122 7465705

LESS: PROVISION FOR DOUBTFUL DEBTS 25633372 -

66314750 7465705

FROM SUBSIDIARIES COMPANIES 316884173 207958159

FROM OTHERS 988775325 960287062

(Including Retention amount Rs.51,83,42,508/- ) 1305659499 1168245221

LESS: PROVISION FOR DOUBTFUL DEBTS 8012746 -

1297646753 1168245221

CURRENT ASSETS, LOAN & ADVACNES

SCHEDULE - J

CASH - ON - HAND 4086158 3787910

IN CURRENT ACCOUNTS 263000543 222575116

IN FIXED DEPOSITS ACCOUNTS 133322517 288756988

BALANCES WITH SCHEDULED BANKS

TOTAL 400409218 515120015

CASH & BANK BALANCES

SCHEDULE - K

(Unsecured, Considered Good)

ADVANCES RECOVERABLE IN CASH OR IN KIND OR FOR VALUE TO BE RECEIVED 216719658 243664240

LESS: PROVISION FOR DOUBTFUL DEBTS 2637198

214082460 243664240

INTEREST ACCRUED BUT NOT DUE ON FIXED DEPOSITS/BONDS 36339827 2001538

TAX DEDUCTED AT SOURCE / ADVANCE TAX 96104637 31544174(Net of Provision for Tax)

MOBILISATION ADVANCE TO SUB-CONTRACTORS 3819450 -

SUNDRY DEPOSITS 110900111 146582237

LESS: PROVISION FOR DOUBTFUL DEPOSITS 6597112 104302999

TOTAL 454649373 423792190

LOAN & ADVANCES

SCHEDULE - L

CURRENT LIABILITIES

TOTAL 926538873 663902941

SUNDRY CREDITORS 445167055 395191288

MOBILISATION ADVANCE FROM CUSTOMERS 338736095 104009537

OTHER LIABILITIES 142635723 164702115

CURRENT LIABILITIES & PROVISION

SCHEDULE - M

PROVISION FOR LEAVE ENCASHMENT 2241298 657521

PROVISION FOR GRATUITY 6347723 2712481


TAX ON PROPOSED DIVIDEND - 6798000

- 46798000

TOTAL 8589021 50168002

PROVISION

53

SCHEDULE 1 TO 8, FORMING PART OF THE PROFIT & LOSS ACCOUNT

SCHEDULE - 1

SCHEDULE - 2

SCHEDULE - 3

SCHEDULE - 4

SCHEDULE - 5

CONTRACT RECEIPTS, SUPPLY, OPERATIONAL INCOME

TOLL COLLECTION

OTHER INCOME

CHANGE IN STOCK

MATERIAL CONSUMED

For the Year EndedMarch 31, 2011(Amount in Rs.)


CIVIL CONTRACTS 2080555984 3992298353

LESS: SERVICE TAX 57250077 93497191

2023305907 3898801162

(Tax Deducted at Source Rs. 5,13,24,829/- P.Y. Rs. 6,94,65,542/-)

TECHNICAL SERVICES 44000000 -

LESS: SERVICE TAX 4532000 -

39468000 -

(Tax Deducted at Source Rs. 45,32,200/- P.Y. Rs. - NIL -)

TOTAL 2062773907 3898801162

HOSHANGABAD - HARDA - KHANDWA PROJECTS 76646054 95306393

RAISEN-RAHATGARH PROJECTS 64245784 69821047

JALANDHAR PROJECTS 47149255 41419709

JALANDHAR PROJECT - RENT 14179708 11926662(Tax Deducted at Source Rs. 2,25,930/- P.Y. Rs. - NIL -)

LUDHIANA PROJECTS 42739986 39633996

LUDHIANA PROJECTS - RENT 9649882 8599939(Tax Deducted at Source Rs. 1,07,305/- P.Y. Rs. - NIL -)

DEWAS WATER SUPPLY PROJECTS 24056828 31782484

TOTAL 278667496 298490230

OTHER INCOME

DIVIDEND ON NON-TRADE INVESTMENT 26400 46643

INSURANCE CLAIM 590995 855921

UNCLIAM LIABILITIES WRITTEN BACK 4155946 3577719

PROFIT ON SALES OF ASSETS 1581645 2118510

MISCELLANIOUS INCOME 1524007 2166303

TOTAL 7878993 8765096

OPENING STOCK

- WORK-IN-PROGRESS 202063190 160202898

LESS: CLOSING STOCK

- WORK-IN-PROGRESS 416187464 202063190

TOTAL 214124274 41860292

STOCK AT COMMENCEMENT 125966849 69296450

ADD : PURCHASE & EXPENSES 1306271580 2063540834

1432238429 2132837284

LESS : STOCK AT CLOSE 140750668 125966849

TOTAL 1291487761 2006870435


SCHEDULE - 6 SITE COST & OTHER EXPENSE



AIR CONDITIONING WORK 4520400 -

PROVISION FOR BAD DEBTS 42880428 4286469

BITUMANIOUS WORK 16163162 18870

BLASTING WORK 2814921 11808725

BOLDER WORK 6017319 19881212

BRIDGE WORK 10064825 13706329

CULVERT & DESIGN WORK 259100 3591902

CIVIL WORK 12576342 614443

CONCRETE WORK 15431137 7500067

CONSULTANCY CHARGE 52614895 26711621

DONATION 684429 481991

DOORS & WINDOWS WORK 5029639 5022845

EARTH WORK 148386025 167673544

ELECTRIC EXPENSE 57026515 36842390

ELECTRIC POLL SHIFTING 8703120 8462286

FABRICATION WORK 29740638 27002047

FLOORING WORK 21333404 1384144

HUTMATE 2051067 1609274

INSURANCE 3881958 4537472

MACHINERY HIRE CHARGES 20366807 47267000

MASONERY WORK 26824303 25553380

MISCELLANIOUS WORK 15616729 123004895

LAND SCAPPING WORK 3820283

PAINTING WORK 7465448 5149429

PAYMENT TO SITE WORKERS 69448618 78629269

PIPE LAYING WORK 6565067 2029106

RATE & TAXES 91047515 113283963

REINFORCEMENT WORK 22274323 40561547

RENT 15075602 17746709

ROAD WORK 63302175 66715769

SAFTY EXPENSE - 420709

SALARIES & BONUS 181193286 187944239

(Including remuneration to the Directors Rs.1,06,92,070 P.Y. Rs. 2,83,00,000/-)

CONTRIBUTION TO PROVISION FUND 3986354 1543054

(Including Rs.2710/- P.Y. Rs. 7200/- to Directors)

ESIC 115572 321258

PROJECT MONITORING FEES 5572891 -

TENDER FEES 10625330 -

SANITARY WORKS 1572311 783864

PILING WORK 5311015 400000

SECURITY SERVICE CHARGES 5414874 6574064

SHUTTERING WORK 44483933 25970440

STAFF WELFARE EXPENSE 25987834 36778946

TOLL PLAZA 3200829 1164163

TRAVELLING EXPENSE 9911606 9348390

VEHICLE HIRE CHARGES 7312227 13815869

WATER PROOFING WORK 9946840 1568471

LOSS ON SALES OF INVESTMENTS 4805661 -

PENALTY SLOW PROGRESS 17817 -

WBM WORK 551824 334276

54


SCHEDULE - 6

SCHEDULE - 7

SITE COST & OTHER EXPENSE

FINANCIAL EXPENSE



SITE EXPENSE 25601325

UNDER DESK INSULATION 6107362

INTEREST ON INCOME TAX 119379 -

BAD DEBTS 2206100 -

PROVISON FOR DIMUNITION IN VALUE OF INVESTMENT - 74000

IMPAIREMENT OF FIXED ASSET 6738590 -

REPAIRS & MAINTENANCE FOR

MACHINERIES 15716097 42222395

ROAD MAINTAINANCE 1636117 1968721

VEHICLE, TRUCKS, TRACTORS & OTHERS 41907916 43064235

AUDITOR REMUNERATION

AUDIT FEES 1000000 800000

TAXATION MATTER - 100000

CERTIFICATION WORK 41362 141000

SERVICE TAX - 104502

MISCELLANIOUS EXPENDITURE 23791411 36650232

TOTAL 1226862057 1273169526

INTEREST ON TERM LOAN 183843002 163811782

OTHER INTEREST 144542323 77544567

BANK CHARGES 43954752 73569379

372340076 314925728

LESS: INTEREST RECEIVED ON BONDS & FIXED DEPOSITS 204754494 27534590

(Tax Deducted at Source Rs. 49,80,925/- P.Y. Rs. 24,34,297/-)

TOTAL 167585582 287391138

55

56

SCHEDULE FORMING PART OF THE ACCOUNTS

Schedule - 8 ACCOUNTING POLICIES AND NOTES ON ACCOUNTS FOR THE YEAR ENDED 31st MAR'2011

1. SIGNIFICANTACCOUNTING POLICIES

A-1. REVENUE RECOGNITION ON CONTRACTS

A-2 EXPENDITURE IN RESPECT OF BUILD, OPERATE AND TRANSFER (B.O.T) PROJECT

B. ADVANCES AND PROGRESS PAYMENTSAND RETENSION

C. FIXED ASSETS

D. DEPRECIATION

E. BORROWING COST

F. VALUATION OF INVENTORIES

a. All revenues and expenses are accounted on accrual basis except to the extent stated otherwise.

b. Contract Prices are either fixed or subject to price escalation clause. The Revenue is recognized on the basis of

percentage of completion method and the stage of completion is determined on the basis of physical

completion of proportion of contract work.

c. Amount due in respect of the price escalation claim and/or variation in contract work approved by the customers

are recognized as revenue only when there are conditions stipulated in the contracts for such claims or variations

and/or thesame areevidencedinteralia bywayofconfirmationor thesame are acceptedby thecustomers.

d. Disputed amount under the contract works are recognized as revenue when the same are settled and amounts

are received.

e. Liquidated damages payable, if any, as per the terms of the contract, for the delays, if any, are accounted only

when such delay is attributable to the Company.

a. Expenditure (net of corresponding interest income earned on deployment or other wise of fund attributable to

the projects) incurred on Build, Operate and Transfer (BOT) Project which does not represent Company's own

assets is classified as “BOT PROJECT EXPENDITURE” and is amortized / written off based on the projected toll

revenue. The projected total revenue is based on the toll rate & expected increase.

b. The materials and stores etc. acquired / purchased for the construction activities of owned Build, Operate and

Transfer Projects (BOT) are classified / reflected as B.O.T. Projects Expenditure and / or work in progress, as the

case may be. Accordingly such purchases are disclosed as item of B.O.T. Project Expenditure.

a. Advances received from customers in respect of contracts are treated as liability.

b. Progress payments received are adjusted against receivables from customers in respect of the contract work

performed.

c. Amount(s) retained by the customers until the satisfactory completion of the contract are recognized in the

final statement as receivables. Where such retention has been released by the customers against submission

of bank guarantee the amount so released is adjusted against receivables from the customers and value of

Bank guarantees is disclosed as contingent liability under bank guarantees outstanding.

a. Fixed assets are stated at cost of acquisition as reduced byaccumulated depreciation.

b. All direct expenses attributable to fixed assets are capitalized.

a. Depreciation is provided on written down value basis as per the rates and method prescribed under Schedule –

XIV to the Companies Act, 1956.

b. Goodwill is not depreciated.

Borrowing costs directly attributable to the acquisition or construction of fixed assets are capitalized as part of

the cost of the assets, up to the date the assets are put to use. Other borrowing costs are charged to the profit

and loss account in the year in which theyare incurred.

a. Raw Materials are valued at lowerof cost and net realizable value. Cost is determined on FIFO basis.

57


Schedule - 8 ACCOUNTING POLICIES AND NOTES ON ACCOUNTS FOR THE YEAR ENDED 31st MAR'2011 (Contd.)

b. Contract Work in progress is valued at tender rate having regards to unbilled work, outstanding running bills

and expected recovery thereof.

c. Stores and spares are written off in the year of purchase.

Long terms investments are stated at cost. Provision for diminution in the value of investments is made only if

such decline is other than temporary in the opinion of the management.

Provision is made in accounts for doubtful debts / advances which in the opinion of the management are

considered doubtful of recovery.

Disputed and / or contingent liabilities are either provided for / or disclosed depending on management's

judgment of the outcome.

a. Short Term Employee benefits:

Short Term Employee Benefits are recognized in the period during which the services have been rendered.

b. Long Term Employee benefits:

i. Provident Fund, Family Pension fund

As Per Provident Fund Act 1952 all employees of the Company are entitled to receive benefits under the

provident fund and family pension fund which is defined contribution plan.These contributions are made

to the plan administered and managed by Government of India.

The Company's contribution to these scheme are recognized as expense in the profit and loss account

during the year in which the employee renders the related service,The Company has no further obligation

under these plans beyond its monthly contribution

c. Leave encashment:

The Company has provided for the liability at year end on account of un-availed earned leave as per the

actuarial valuation.

d. Gratuity :

The Company provides for gratuity obligations through a Defined benefits retirement plan (“The Gratuity

Plan”) covering all employees. The present value of the obligation under such defined benefit plan is

determined based on the actuarial valuation using the project unit credit method, which recognizes each

period of service as giving rise to additional unit of employees benefits entitlement and measure each unit

separately to build up final obligation. The obligation is measured at the present value of the estimated cash

flows.The discount rate used for determining present value of the defined obligation under the defined benefit

plan is based on the market yield on Government Securities as at the balance sheet date. Actuarial gains and

losses are recognized in Profit and Loss Account as and when determined.

The Company makes annual contribution to LIC for the gratuity plan in respect of all the employees.

a) Provision for current tax is made based on taxable income for the current accounting year and in accordance

with the provisions of the Income tax Act, 1961.

b). Deferred tax resulting from “timing difference” between book and taxable profit for the year is accounted for

using the tax rates and laws that have been enacted or substantially enacted as on the balance sheet date.The

G. INVESTMENTS

H. PROVISION FOR DOUBT FUL DEBTS /ADVANCES:

I. CLAIMS, DEMANDS AND CONTINGENCIES

J. RETIREMENT BENEFITS

K. PROVISION FOR CURRENTAND DEFERRED TAX

deferred tax asset is recognized and carried forward only to the extent that there is a virtual certainty that the

assets will be adjusted in future.

Transaction in foreign currency is recorded at the exchange rate prevailing on the date of the transaction,

exchange rate differences resulting from foreign exchange transaction settle during the period including year

end transaction of current assets and liabilities are recognized in the profit & loss accounts. Exchange rates

differences arising in relation to liabilities incurred for acquisition of fixed assets are adjusted to the carrying

value of the fixed assets.

In respect of forward exchange contract, except in case of fixed assets, the difference between forward rate and

the exchange rate at the inception of the forward exchange contract is recognized as income / expenses over

the life of the contract.

Lease of assets under which all the risk and rewards of ownership are effectively retained by the lessor are

classified as operating leases. Lease payments under operating leases are recognized as expenses on accrual

basis in accordance with respective lease agreements.

Assets acquired under leases where Company has substantially all the risk and rewards of ownership are

classified as finance lease. Assets acquired under finance are capitalized and corresponding lease liability is

recorded at an amount equal to the fair value of the leased assets at the inception of the lease. Initial costs

incurred in connection with the specific leasing activities directly attributable to activities performed by the

Company are included as part of the amount recognized as an asset under the lease.

If internal / external indications suggest that an asset of the Company may be impaired, the recoverable

amount of asset / cash generating asset is determined on the Balance – Sheet date and if it is less than its

carrying amount of the asset / cash generating unit the carrying amount of asset is reduced to the said

recoverable amount. The recoverable amount is measured as the higher of net selling price and value in use of

such asset / cash generating unit, which is determined by the present value of carrying amount of the

estimated future cash flow.

The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires

estimates and assumption to be made that affect the reported amount of the assets and liabilities and

disclosure of contingent liabilities on the date of financial statements and the reported amount of revenue and

expenses during the reporting period. Actual results could differ from these estimates and differences

between actual results and estimates are recognized in the period in which the results are known /

materialized.

a. Guarantees issued by the Company's banker on behalf of the Company amounting to Rs.17543.18 Lacs (P.Y. Rs.

9733.75 Lacs)

b. Guarantee given by the Company to the bankers for the facilities granted to its wholly owned subsidiary

companies MSK Projects (Himmatnagar Bypass) Private Limited & MSK Projects (Kim Mandvi Corridor) Private

Limited. Amounting to Rs.1667 Lacs (P.Y. Rs. 1667 Lacs) Outstanding amount as on 31st March, 2011 Rs 1267.44

Lacs (Previous Year 1345.75 Lacs) and to integrated joint venture Dewas Bhopal Corridor Limited, amounting to

Rs. 38500 Lacs (Previous year Rs. 34500 Lacs) Out standing amount as on 31st March 2011 Rs. 38597.66 Lacs

(P.Y Rs. 34831.35 Lacs)

L. FOREIGN CURRENCY TRANSACTION

M. LEASE

a. OPERATING LEASE

b. FINANCE LEASE

N. IMPAIRMENTOFASSET

O. USEOF ESTIMATES

2. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECTOF:

58



59



c. Letter of credit issued by the Company's bankon behalf of the Company Rs.502.05 Lacs (P.Y.Rs. 1353.72 Lacs)

d. Income Tax Demand of Rs.1045.79 Lacs (Previous Year Rs. 282.40 Lacs) disputed by the Company.

e. Civil suit filed against the Company Rs. 38.58 Lacs (Previous year Rs. 23.46 Lacs)

Incomplete Contract work under Contract Work In Progress at the various sites is estimated by the

management having regards to unbilled work, outstanding running bill and expected recovery thereof.

Security Deposits deducted from contract receipt and mobilization advances received against contracts are

subject to confirmation and adjustment, if any, on finalization of account.

i. The Company has obtained the contract on Build, Operate and Transfer (BOT) basis from the Madhya Pradesh

State Industrial Development Corporation for execution of Dewas Water Supply project.

In terms of the contract the ownership of the said property vests in the government immediately. Under the

contract the Company is entitled to collect Water supply charge during the concession period of 32 years

(including the period of construction).

The Company has completed construction of the said project in the earlier year. Having regard to the accounting

policies followed by the Company the entire expenditure incurred is treated as BOT Project Expenditure and

proportionate amountof Rs.49.43Lacs (P.Y. Rs.388.36 Lacs)hasbeenwritten offduringtheyear.

ii. The Company has obtained the contract on Build, Operate and Transfer (BOT) basis from the Punjab

Infrastructure Development Board for execution of Jalandhar Bus Terminal project.


contract the Company is entitled to collect Toll Charge and Rent on Shops during the concession period of 8

years 5 months and 2 days for Jalandhar Bus Terminal Project (including the period of construction).



proportionate amountof Rs.235.15Lacs (P.Y.Rs. 320.35Lacs) hasbeenwrittenoffduringtheyear.

iii. The Company has obtained the contract on Build, Operate and Transfer (BOT) basis from the Punjab

Infrastructure Development Board for execution of Ludhiana Bus Terminal Project.



years 3 months for Ludhiana Bus Terminal Project (including the period of construction).



proportionate amountof Rs.172.11Lacs (P.Y.Rs. 256.05Lacs) hasbeenwrittenoffduringtheyear.

iv. The MSK Infrastructure & Toll Bridge Private Limited ('Transferor Company') had obtained the contract on Build,

Operate and Transfer (BOT) basis from Madhya Pradesh Road Development Authority for construction of

Hoshangabad–Harda–Khandwa Road Project. In Terms of the Contract the Transferor Company was entitled to

collect the toll during the concession period of 5440 days (Including the period of the construction). The

Transferor Company was amalgamated with MSK Projects (India) Limited pursuant to scheme of amalgamation

as approved by the Honorable High Court of Gujarat on 2nd November, 2006 with effect from 01.01.2005.

The Transferor Company had completed the construction of the above project and was put open to traffic

during the earlier year.

The Cost of the said project and right to collect the toll charges is transferred to and vested in the Company as

per the scheme ofamalgamation.

3.

4.

5. BUILD, OPERATE & TRANSFER (BOT) PROJECTS:

60



Having, regard to the accounting policies followed by the Company the expenditure incurred thereon, is

treated as BOT Project Expenditure and proportionate amount of Rs. 241.09 Lacs (P.Y. 356.84 Lacs) has been

written off during the year after considering the Cash Subsidy received/receivable from Madhya Pradesh State

Road Development Authority.

v. The MSK Highways Limited (“Transferor Company) had obtained the contract on Build, Operate and Transfer

(BOT Basis) from Madhya Pradesh Road Development Authority for construction of Raisen–Rahatgarh. In

Terms of the Contract the Transferor Company entitled to collect the toll during the concession period of 5440

days (Including the period of the construction).The Transferor Company was amalgamated with MSK Projects

(India) Limited pursuant to scheme of amalgamation as approved by the Honorable High Court of Gujarat on

2nd November, 2006 with effect from 01.01.2005.

The Transferor Company had completed the construction of the above project and was put open to traffic

during the earlier year.

The Cost of the said project and right to collect the toll charges is transferred to and vested in the Company as

per the scheme ofamalgamation.


treated as BOT Project Expenditure and proportionate amount of Rs.158.81 Lacs (P.Y. 289.08 Lacs) has been



Hitherto up to 31st March 2010 expenditure incurred on above i to v, Build, Operate & Transfer (BOT) Projects

was amortized / written off over the period of concession. The Company has changed the policy and the said

BOTexpenditure is amortized / written off on the basis of projected toll revenue over the period of concession.

Had there been on change in the method of amortization the amount of the amortization for the year would

have been higher by Rs.688.30 Lacs. Consequently loss for the year would have been higher and Reserves and

Surplus would have been lower to that extent.

As the policy of amortization is changed prospectively no effect of change up to 31st March 2010 is given to the

accounts.

The Company is operating in a single segment only during the year i.e.Civil Construction Contract.

During the year, the Company has accounted for deferred tax in accordance with the Accounting Standard 22 –

“Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India.

The Break up ofdeferred tax liabilities & assets:

5-A CHANGEOF POLICYOFAMORTISATION:

6.

7.

Rs. In Lacs

As On31-03-2011

Particulars As On31-03-2010

Deferred Tax Liabilities

Depreciation

Deferred Tax Assets

Retirement Benefits

Provision for Bad debts

Net Deferred Tax Liabilities

Deferred Tax liabilities provided during the year

1032.81

7.28

164.39

861.14

214.31

171.67

649.06

2.23

-

646.83

550.94

61



Disclosure in accordance with Accounting Standard - 7 (Revised).8.

Rs. In Lacs

2010-11Particulars 2009-10

Contract Revenue

Contract Cost Incurred

Recognized Profits / Losses

Advances Received

Retention Money

Gross Amount due from Customers For Contract Work

122447.91

97506.72

9055.09

4364.48

4359.17

9011.49

103736.42

90402.31

11836.43

7390.33

1160.47

10101.24

In respect of the construction contracts, the Company follows the percentage of completion method for

recognizing profit / loss but no provision is made for contingencies in respect of contract in progress, consistent

with the practice of the Company. Accounting Standard (AS) 7 on “Accounting for Construction Contracts”

issued by the institute of Chartered Accountantof India requiresthatan appropriate allowance be madefor future

unforeseenfactors. Intheopinion ofthe Company,sucha provision isnotrequired andhas nofinancial effect.

During the year Company has recognized the following amount in the financial statements

Contribution to Defined Contribution Plan recognized as Expense for the yearas under:

9. Disclosures relating to Employee Benefits – As per Revised AS-15:

a. DEFINED CONTRIBUTION PLAN:

Rs. In Lacs

Particulars

Employer Contribution to Provident Fund 39.86(15.43)

Rs. In Lacs

Gratuity(Funded)

Particulars Leave Encashment(Non Funded)

Reconciliation of opening and closing balances of Defined Benefit obligation

b. DEFINED BENEFIT PLAN

Defined Benefit obligation at the beginning of the year

Current Service Cost

Interest Cost

Actuarial gain/(loss)

Benefits Paid

Defined Benefit obligation at the year end

27.12(13.40)

5.07(7.94)

2.27(1.11)

29.00(4.68)

NIL(NIL)

63.47(27.12)

6.58(3.82)

58.43(4.43)

0.55(0.32)

(43.14)(1.99)

NIL(NIL)

22.41(6.58)

62



Reconciliation of opening and closing balances of fair value of plan Assets

Rs. In Lacs

Particulars Gratuity(Funded)

Fair value of plan assets in the beginning of the year

Expected return on plan assets


Employer contribution

Benefits Paid

Fair Value of plan assets at the end of the year

32.77(18.03)

2.62(2.29)

(2.62)(0.99)

0.00(13.44)

NIL(NIL)

32.77(32.77)

Reconciliation of Fair Value of Plan Assets and Benefit Obligation.

Expenses recognized during the year (Under the head “Salaries & Bonus” – Refer Schedule 6)

Rs. In Lacs


Leave Encashment(Non Funded)

Fair Value of Assets as at 31st March, 2011

Present Value of obligation as at 31st March, 2011

Amount recognized in Profit & Loss Account

32.77(32.77)

63.48(27.12)

36.35(12.42)

2.76(NIL)

22.41(6.58)

15.84(2.76)

Rs. In Lacs




Interest Cost

Expected return on Plan Assets


Expense Recognized in Profit and Loss Account

5.07(7.94)

2.28(1.11)

(2.62)(2.28)

31.62(4.67)

36.35(12.42)

58.43(4.43)

0.55(0.32)

NIL(NIL)

(43.14)(1.99)

15.84(2.76)

63



Actuarial AssumptionsRs. In Lacs



Discount Rate ( Per Annum)

Salary Escalation ( Per Annum)

8.28%(8.28%)

6.00%(6.00%)

8.40%(8.28%)

6.00%(6.00%)

- Welspun Corp Limited

- Welspun Infratech Limited

- MSK Projects (Himmatnagar Bypass) Private Limited

- MSK Projects (Kim Mandvi Corridor) Private Limited

- Welspun Energy Maharashtra Private Limited

- Bul MSK Infrastructure Private Limited

- Dewas Bhopal Corridor Limited

- Welspun Maxsteel Limited

- Welspun Steel Limited

- Welspun India Limited

- Welspun Retail Limited

- Welspun Captive Power Generation Limited

- B.K. Goenka- Chairman

- R.R. Mandawewala

- M.L. Mittal

- Asim Chakraborthy

- Ashok M Khurana -Director

10. Transaction with related parties (as certified by the management)

A. Holding Companies:

B. Subsidiary Companies:

C. Integrated Joint Ventures:

D. Associate Concern:

E. Key Management Personnel:

Sr. Transaction withRelated Parties

HoldingCompany

IntegratedJoint

Venture

AssociateCompany

KeyManagement

Relative ofKey

Management

Rs. In Lacs

SubsidiaryCompanies

1

2

3

995.97( - )

440.00( - )

1582.71( - )

1106.50(1461.90)

12.26(1.22 )

-( - )

1708.87(11906.92)

104.81( 13.27 )

3546.28( - )

-( - )

757.74( - )

-( - )

-( - )

-( - )

-( - )

Civil ConstructionReceipt

Miscellaneous Income

Material Purchase

64



Cash Subsidy of Rs.82.87 Crores (P.Y. 82.87 Crores) received from Madhya Pradesh Rajya Setu Nirman Nigam

Limited, against the Build, Operate & Transfer Project Expenditure Cost, is not reduced from the relevant

project cost but the same is shown as “Capital Reserve” in the Balance Sheet.

A. Sundry debtors include

11.

12.

Rs. In Lacs

4

5

6

7

8

9

10

11

12

13

14

15

16

Loan Received

Repayment of LoanReceived

Loan Given

Repayment of LoanGiven

Guarantee Given

Advance for Commer-cial Property Purchase

Mobilization advanceReceived

Mobilization advancerepaid

Investment inShares/Application

Remuneration to theDirectors

Sales of Properties

Receivable at the endof the year

Payable at the end ofthe year

5726.40( - )

5715.00( - )

3.02( - )

-( - )

-( - )

-( - )

1355.54( - )

1005.54( - )

-( - )

-( - )

-( - )

3.02( - )

2137.05( - )

-( - )

-( - )

241.95(197.24)

51.58(554.63)

1267.44( 1345.74 )

-( - )

-( - )

-( - )

2.55(-)

-( - )

-( - )

3385.50(2114.74)

-( - )

-( - )

2245.79(20.00)

321.95(1000.00)

-( - )

38500(34500)

-( - )

-( - )

-(1296.86)

-( - )

-( - )

-( - )

1899.53(2125.26 )

-( - )

-( - )

-( - )

-( 5.76)

-( 120.82)

-( - )

-( - )

830.27( - )

259.28( - )

-( - )

-( - )

-( - )

447.84( - )

731.20( - )

-( - )

-( - )

-( - )

-( - )

-( - )

-( - )

-( - )

-( - )

-( - )

106.90(283.00)

-(28.83)

-( - )

-( - )

-( - )

-( - )

-( - )

-( - )

-( - )

-( - )

-( - )

-( - )

-( - )

-( - )

-(41.58 )

-( - )

-( - )

Company Under the Same Management

Dewas Bhopal Corridor Limited

Bull MSK Infrastructure Private Limited

1745.97(1017.34)

71.41(71.41)

2856.76(1017.34)

71.41(91.41)

Rs. In Lacs

Particulars Closing Balance Maximum Amountout standing during

the year

Wholly Owned Subsidiary Companies

MSK Projects (Kim Mandvi Corridor) Private Limited

MSK Projects (Himmatnagar Bypass) Pvt. Ltd.

3048.76(1964.38)

120.09(115.19)

3048.76(1971.80)

120.09(115.19)

Contd.

65



Disclosure of Loans and advances to subsidiaries, associates and others (pursuant to clause 32 of listing

agreement)

Loans and Advances Include:

13. B.

Rs. In Lacs


the year

Wholly Owned subdiary Co.

Company under same management

- MSK Projects (Kim Mandvi Corridor) Pvt. Ltd

- MSK Projects (Himmatnagar bypass) P Ltd

- Bull MSK Infrastructure Private Limited

- Dewas Bhopal Corridor Limited

203.53(26.29)

13.13(8.74)

36.51(36.51)

45.66(1019.94)

203.53(186.82)

13.13( 8.74)

36.51(36.51)

1011.95(1019.94)

Earning per share:-14. Rs. In Lacs

2010-11 2009-10

A. Net profit after Tax available for equityshareholders. (Rs. In Lacs)

B. Weighted average number of Equity Shares of Rs. 10/-each outstanding during the year (Nos. of Shares)

C. Basic Earning Per Share (Rs.)

D. Diluted Earning Per Share (Rs.)

(3284.84)

38729233

(8.48)

(8.48)

2874.76

22821112

12.60

12.60

Confirmations of certain parties for amounts due from them as per accounts of the company are not obtained.

Amount due from customers include amounts due/with held on account of various claims. The claims will be

verified and necessary adjustments, if any, shall be made in the year of settlement. Subject to this, company is

confident of recovering the dues and accordingly they have been classified as “debt considered good” and

therefore no provision is considered necessary, there against.

Under the Micro, Small and Medium Enterprise Development Act, 2006 (“MSMED Act”) which came into force

effective from 2nd October, 2006, certain disclosures relating to amounts due to micro, small and medium

enterprises and remained unpaid after the appointed date etc. of principal and interest amounts are required

to be made.The Company is in the process of compiling the relevant information. As the relevant information is

not yet readily available and / or not given or confirmed by such enterprises, it is not possible to give required

information in the accounts. However, in view of the management, the impact of interest, if any, which may

subsequently become payable to such enterprise in accordance with the provisions of the Act, would not be

material and the same, if any, would be disclosed in the yearof payment of interest.

In the absence of the necessary information with the Company relating to the registration status of the

suppliers under the Micro, Small and Medium Enterprises Development Act' 2006, the information required

under the said Act could not be compiled and disclosed.

15.

16.



66

In the opinion of the Directors, Current Assets, Loans and Advances have value at which they are stated in the

Balance Sheet, if realized in the ordinary course of business. The provision for depreciation and for all known

liabilities is adequate and not in excess of the amount reasonably necessary.

Remuneration to Directors

17.

18.Rs. In Lacs

Managing Director /Joint Managing

Director / Chairman

Director

Salaries

Contribution to P.F.

Total

37,78,737(2,00,00,000)

Nil(Nil)

37,78,737(2,00,00,000)

69,13,333(83,00,000)

2,710(7,200)

69,10,623(83,07,200)

Previousyear's figures have been regrouped, rearranged and reclassified wherever necessary.

Additional information as required by Para 3, 4 and 4-A to 4-D of Part – II of Schedule VI to the Companies Act, 1956.

1. Civil Work/Supply Rs. 2,08,05,55,984

(Rs 3,99,22,98,353)

2. Toll Collection Rs. 27,86,67,496

(Rs.29,84,90,230)

i. Imported Nil Nil

(Nil) (Nil)

ii. Indigenous. Rs. 1,29,14,87,761 100

(Rs. 2,00,68,70,435) (100)

Rs. -Nil-

(Rs. -Nil-)

Rs. Nil

(Rs. Nil)

Rs. -Nil-

Rs. -Nil-

Rs. -Nil-

Rs. -Nil-

(Figures in brackets indicate corresponding figures of previous year)

19.

20.

a. TURNOVER

b). Value of Indigenous and Imported Material together with percentage of consumption

Value Percentage

c). C I F Value of Import

d). Expenditure in Foreign Currency Dividend

e). Earning in Foreign Exchange

f). Remittance in Foreign Currency









67

CASH FLOW STATEMENT

2010-11 2009-10

A. CASH-FLOW FROM OPERATIING ACTIVITIES

Operating Profit before Working Capital Changes 101087055 972703428

NET CASH GENERATED/(USED) FROM OPERATING ACTIVITIES (130397170) 326961747

B. CASH FLOW FROM INVESTING ACTIVITIES

NET CASH USED IN INVESTING ACTIVITIES (1548169315) (34731713)

C. CASH FLOW FROM FINANCING ACTIVITIES

NET CASH FROM FINANCING ACTIVITIES 1563855687 (209589191)

Net (Loss) / Profit before tax & Prior Period items (304144994) 412096199

Depreciation 95995652 113530616

Amortisation of BOT Projects Cost 85658612 161067878

Interest Paid (Net) 167585582 287391138

Profit on sale of fixed assets (1581645) (2118510)

Bad Debts 42880428 4286469

Unclaimed Liability written back (4458964) (3577719)

Impairment of Fixed Assets 6738590 -

Surplus & Deficit 209414 -

Provision for Diminution in value of Investment - 74000

Sundry Debit Bal written off 2206100 -

Loss on sale of Investment 4805661 -

Provision for leave encasement and gratuity 5219019 -

Dividend Received (26400) (46643)

Adjustment For :

Inventories (228908093) (98530691)

Trade & Other Receivables (197427727) (246927126)

Trade Payable & Provisions 262319718 (238090379)

Cash Subsidy - (9270160)

(164016102) (592818356)

Cash Generated From Operations Before Tax, & Prior Period Items (62929047) 379885072

Less: Direct Taxes (Including FBT) Paid 64560463 75672930

Cash Generated From Operations Before Prior Period Items (127489510) 304212142

Less: Prior Period Income / (Expense) 2907660 (22749605)

Purchases of Fixed Assets (34068658) (36092420)

Sales of Fixed Assets 13425434 7793082

Investments (1449427435) -

BOT Expenditure incurred during the year (78125055) (6479018)

Dividend Received 26400 46643

Borrowings (Net) 1140700 104501507

Repayment during the year (338265623) -

Issue of shares on Preferential basis 2113003224 -

Dividend Paid (Including tax thereon) (46643600) (26699560)

Interest Paid (Net) (165379014) (287391138)

Net Changes In Cash & Cash Equivalents (A+B+C) (114710797) 82640843

Cash & Cash Equivalent - Opening Balance 515120015 432479172

400409218 515120015

Cash & Cash Equivalent - Closing Balance 400409218 515120015









68

Balance Sheet Abstract & Company's General Business Profile

(Pursuant to the provision of Part IV of Schedule VI to the Companies Act, 1956)

Registration No. 2 3 9 2 0 State Code 0 4

Balance Sheet Date 3 1 0 3 2 0 1 1

Date Month YEAR

( Amount Rs. In thousand)

Public Issue N I L Right Issue N I L

Bonus Issue N I L Private Placement 1 7 1 7 8 8

Other (Conversion of FCCB) N I L

(Amont Rs. In Thousand)

Total Liabilities 7 0 8 6 5 3 0 Total Assets 7 0 8 6 5 3 0

Paid Up Capital 4 0 0 0 0 0 Reserves and Surplus 4 3 7 5 3 9 8

Share Application Money N I L Secured Loans 2 2 2 3 8 7 7

Unsecured Loan 1 1 4 1 Deferred Tax Liability 8 6 1 1 5

Net Fixed Assets 5 0 8 7 5 4 Investment 2 0 7 5 4 7 1

Net Current Assets 1 8 4 0 8 3 0 BOT Assets 2 6 6 1 4 7 4

Accumulated Losses N I L Misc. Expenditure N I L

(Amount Rs. In thousand)

Turnover 2 3 4 9 3 2 0 Total Expenditure 2 8 6 7 5 9 0

Profit / Loss before Tax (3 0 7 0 5 3) Profit/Loss after Tax (3 2 8 4 8 5)

Earning per share (Rs.) (Basic) (8 . 4 8) Divident Rate (%) N I L

Earning per share (Rs.) (Diluted) N I L

Not Applicable Construction Activity

I. Registration Details

II. Capital Raised during the year

III. Position of Mobilisation and Deployment of Funds

Sources Of Fund

Application

IV. Performance of Company

V. Generic Names of The Principal Product of the Company

Item Code Product Description








69

AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS TO THE BOARD OF DIRECTORS

OF WELSPUN PROJECTS LIMITED(Formerly Known as MSK Projects (India) Ltd)

1. We have audited the attached Consolidated Balance Sheet of Welspun Projects Limited (Formerly known as MSK Projects (India) Ltd), its Subsidiarie s

and Joint Ventures, as at 31 March 2011 and also the consolidated Profit and Loss Account and the consolidated Cash Flow Statement for the year

ended on that date annexed there to. These financial statements are the responsibilities of the Company's management. Our responsibility is to

express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audi t

to obtain reasonable assurance about whether the financial statements are free of material misstatement, and audit includes examining on a test basi s,

evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and

significant estimates made by management, as well as evaluating the over all financial statement presentation. We believe that our audit provides a

reasonable basis for our opinion.

3. We did not audit the financial statements of two Subsidiaries and One Joint Venture whose financial statements reflected total assets of Rs.653.10

Crores as at March 31 2011 and total revenue of Rs.56.32 Crores and net cash inflow from operating activities amounting to Rs.-1.02 Crores for the year

then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us

and our opinion is based solely on the report of the other auditors.

4. The financial statements of Bul-Msk Infrastructure Private Limited , a Joint Venture, and Welspun Energy Maharashtra Private Limited, a Subsidia ry

Company have been consolidated based on the management estimate and therefore un-audited. These financial statements reflect, the total assets of

Rs.7.00 Crores as at March 31 2011 and total revenue of Rs.2.87 Crores, and net cash inflow from operating activities amounting to Rs.1.12 Crores for

the year then ended

5. Subject to non compliance with the specified accounting standards relating to :-

a). Disclosure of Cash Subsidy amounting to Rs.126.54 Crores received from Madhya Pradesh Rajya Setu Nirman Nigam Limited and Gujarat State Road

Development Corporation against BOT Projects under the head 'Reserve & Surplus' instead of deducting the same from the Project Cost as required

by the Accounting Standard – 12 “Accounting for Government Grants” (See Note No. 10)

We report that the consolidated financial statements have been prepared by the Welspun Projects Limited's management in accordance with the

requirements of Accounting standard (AS) 21 Consolidated Financial Statements and Accounting Standard (AS) 27, Financial Reporting of Interest in

Joint Ventures, issued by the Institute of Chartered Accountants of India.

6. Based on our audit and on the consideration of the reports of other auditors on separate financial statements of the Subsidiary Companies , and Joint

Ventures, and to the best of our information and according to the explanations given to us, subject to our comments in :-

Paragraph 5 relating to Disclosure of Cash Subsidy amounting to Rs.126.54 Crores received from Madhya Pradesh Rajya Setu Nirman Nigam Limited and

Gujarat State Road Development Corporation against BOT Projects under the head 'Reserves& Surplus' instead of deducting the same from the Project

Cost (See Note No. 10).

We are of the opinion that attached consolidated financial statements give true and fare view in conformity with the accounting principal generally

accepted in India.

i). In the case of the consolidated Balance Sheet, of the state of affairs of the Welspun Projects Limited, as at 31 March 2011.

ii). In case of the consolidated profit & loss Account, of the Loss of Welspun Projects Limited for the year ended on thatdate and

iii). In the case of the consolidated Cash Flow statement, of the cash flows for the year ended on thatdate.

FOR

Firm Registration No.101676W


Place: Vadodara

Date: 26/05/2011

Partner

Membership No.16642

st

st

st

st


(H. B. Shah)

70

CONSOLIDATED BALANCE SHEET AS ON 31st MARCH’ 2011



SOURCES OF FUNDS

SHARE HOLDERS' FUNDS

245000

LOAN FUNDS

4315800478 4155256901

9497807365 7448179892

APPLICATION OF FUNDS

FIXED ASSETS

NET BLOCK

BUILD, OPERATE AND TRANSFER PROJECTS EXPENDITURE

INVESTMENTS

CURRENT ASSETS, LOANS & ADVANCES

ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

SHARE CAPITAL A 400000000 228211120

RESERVES & SURPLUS B 4714671692 3000028871

5114671692 3228239991

MINORITY INTEREST -

SECURED LOAN C 4314659778 4096943042

UN-SECURED LOAN D 1140700 58313859

DEFERRED TAX LIABILITY 67090196 64683000

TOTAL (Rs.)

GROSS BLOCK E 1272843040 1271119586

LESS : DEPRECIATION 493648366 412521643

779194674 858597943

REALISABLE VALUE OF IMPAIRED ASSETS 800000 -

779994674 858597943

F


COST INCURRED DURING THE YEAR 742367212 1173209783

6076617948 5512110818

LESS: DEDUCTION / WRITTEN OFF DURING THE YEAR 52263051 3783017

LESS: AMORTISATION DURING THE YEAR 160620239 174077065

212883289 177860082

5863734659 5334250736

G 1446665345 2130311

INVENTORIES H 556938132 328030039

SUNDRY DEBTORS I 954049544 858877400

CASH & BANK BALANCES J 491143056 535534872

LOANS & ADVANCES K 435839068 323108559

2437969801 2045550870

LESS : CURRENT LIABILITIES & PROVISIONS

LIABILITIES L 1021918480 743175123

PROVISION M 9572701 50168002

1031491181 793343125

NET CURRENT ASSETS 1406478621 1252207745

MISCELLANIOUS EXPENDITURE N 934066 993157

(to the extent not written off or adjusted)

TOTAL (Rs.) 9497807365 7448179892

8

Schedules









71

CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH’ 2011



INCOME

TOTAL Rs. 2609742858 3666828489

EXPENDITURE

PROVISION FOR TAXATION

BALANCE CARRIED TO BALANCE SHEET 478401933 794073457

EARNING PER SHARE - (IN RUPEES)


CONTRACT RECEIPTS, SUPPLY & OPERATING INCOME 1 1781236824 3288241374

TOLL COLLECTION 2 605762767 327960881

OTHER INCOME 3 8618993 8765942

2395618584 3624968197

CHANGE IN WORK-IN-PROGRESS 4 214124274 41860292

MATERIALS CONSUMED 5 1291601069 2006893275

SITE COST & OTHER EXPENSES 6 1265768404 1281010660

FINANCE & BANK CHARGES (NET) 7 386010871 295642909

EXPENDITURE ON BUILD, OPERATE & TRANSFER CONTRACT WRITTEN OFF 160620239 174077065

DEPRECIATION 96517753 113540997

PRELIMINARY EXPENSES WRITTEN OFF 97544 4117

3200615881 3871169023

(590873023) (204340534)

Less : Cost incurred for owned BOT Project transferred to Balance Sheet - 6479018

“Less : Material Cost and Site expenses pertaining to bills raised to

subsidiaries & joint venture companies" 281537083 555914643

281537083 (562393661)

PROFIT / (LOSS) BEFORE PRIOR PERIOD INCOME / EXPENDITURE (309335940) 358053127

PRIOR PERIOD ITEM (NET) 2898351 (22759604)

PROFIT / (LOSS) AFTER PRIOR PERIOD INCOME / EXPENDITURE (312234290) 380812731

CURRENT TAX 980950 92500000

INCOME TAX FOR EARLIER YEAR 49087 -

FRINGE BENEFIT TAX - (224094)

DEFERRED TAX 2407196 55094000

3437233 147369906

-

PROFIT / (LOSS) AFTER TAXATION (315671523) 233442825

BALANCE BROUGHT FORWARD FROM PREVIOUS YEAR 794073457 607428632

PROFIT AVAILABLE FOR APPROPRIATION 478401933 840871457


TAX ON DIVIDEND - 6798000

- 46798000

BASIC & DILUTED -8.15 10.23









Schedules

As at March 31, 2011(Amount in Rs.)


72

SCHEDULE - A TO N AND 8 FORMING PART OF THE BALANCE SHEET



SCHEDULE - A

AUTHORISED CAPITAL

41,00,00,000 (PREVIOUS YEAR 2,50,00,000)EQUITY SHARES OF RS. 10/- EACH 410000000 250000000

ISSUED, SUBSCRIBED, AND PAID UP CAPITAL

* 4,00,00,000 (PREVIOUS YEAR 2,28,21,112)EQUITY SHARES Rs. 10/- EACH FULLY PAID UP 400000000 228211120

NOTES

* OUT OF THE ABOVE SHARES:

1 1874331 Shares are allotted as fully paid up without payment being received in cash in earlier Year

2 720897 Shares are allotted as fully paid up by way of bonus shares in during the year 1996-97








30917642

TOTAL 400000000 228211120

SHARE CAPITAL

SCHEDULE - B RESERVES & SURPLUS

Consolidatedwith

Subsidiaries

Consolidatedwith

Subsidiaries

Shares ofJoint

Ventures

Shares ofJoint

Ventures

Total Total

RESERVES & SURPLUS

CAPITAL RESERVE

CASH SUBSIDY

860379840 405000000 1265379840 860379840 315900000 1176279840

AMALGAMATION RESERVES

GENERAL RESERVES

SECURITIES PREMIUM

PROFIT & LOSS ACCOUNT

TOTAL (1+2+3+4) 4302002282 412669409 4714671692 2683687544 316341327 3000028871

Received from Madhya Pradesh Rajya Setu NirmanNigam Ltd against BOT Projects As per last yearBalance Sheet 828729840 405000000 1233729840 838000000 230373000 1068373000

Less: Written off during the year - - - 9270160 - 9270160

828729840 405000000 1233729840 828729840 230373000 1059102840

Add: Received during the last year - - - 85527000 85527000

828729840 405000000 1233729840 828729840 315900000 1144629840

Received from Guajarat State Road DeveleopmentCorporation against BOT Project As per last yearBalance Sheet 31650000 - 31650000 31650000 - 31650000

As per last year Balance Sheet 52112583 - 52112583 52112583 - 52112583



On issue of shares on preferential basis during the year 1941214344 - 1941214344 - - -

2886599786 - 2886599786 945385442 - 945385442

Balance as per annexed account 470732524 7669409 478401933 793632130 441327 794073457

73





Consolidatedwith

Subsidiaries

Consolidatedwith

Subsidiaries

Shares ofJoint

Ventures

Shares ofJoint

Ventures

Total Total

TERM LOAN FOR EQUIPMENTS & VEHICLES

FROM CORPORATION BANK - BARODA

FROM KOTAK MAHINDRA BANK LIMITED

FROM HDFC BANK LIMITED

FROM TATA CAPITAL LIMITED

FROM AXIS BANK

FROM TATA MOTOR FINANCE LIMITED

FROM SREI INFRASTRUCTURE FINANCE LIMITED

TOTAL (A) 52687278 - 52687278 188598542 0 188598542

25214141 - 25214141 51905370 51905370

Secured by hypothecation of the relevant plant &machineries, equipments, vehicles & the personalguarantee by the some of the directors of the Company.

(Repayable Within Year Rs. 1,99,24,000/-Previous Year Rs. 1,99,24,000/-)

6833956 - 6833956 16008922 16008922

Secured by hypothecation of relevant Plant &Machineries & Vehicles & Personal guarantee of thesome of the Directors of the Company

(Repayable Within Year Rs. 67,48,003/-Previous Year Rs. 92,52,000/-)

8418467 - 8418467 27240669 27240669

Secured by hypothecation of relevant Vehicles, Plant &machineries and personal guarantee of the some ofthe directors of the Company

(Repayable Within Year Rs. 51,86,237/-Previous Year Rs. 1,47,92,000/-)

5565318 - 5565318 24059648 24059648

Secured by hypothecation of relevant Plant &machineries & personal guarantee of some ofthe Directors of the Company


1970501 - 1970501 4252221 4252221

Secured by hypothecation of relavant Plant &machineries & personal guarantee of some ofthe Directors of the Company

(Repayable Within Year Rs. 11,35,371/-Previous Year Rs. 15,79,000/-)

987348 - 987348 11232218 11232218



3697547 - 3697547 53899494 53899494



74





Consolidatedwith

Subsidiaries

Consolidatedwith

Subsidiaries

Shares ofJoint

Ventures

Shares ofJoint

Ventures

Total Total

TERM LOAN FOR PROJECTS

FROM DENA BANK 259625597 - 259625597 305228916 305228916

FROM STATE BANK OF INDIA - COMMERCIAL BRANCH -INDORE


FROM HDFC BANK LTD


FROM STATE BANK OF BIKANAR AND JAIPUR

FROM STATE BANK OF INDIA

FROM STATE BANK OF INDORE

(REPAYABLE WITHIN YEAR RS.4,44,00,000/-PREVIOUS YEAR RS.4,44,00,000/- )

The above Loans are Secured by:

- A first mortgage and charged on all the Company'scapital assets, specific & pertaining to the Hoshangabad-Harda-Khandwa Projects only both present and futures

- A first Charge on all the revenues / receivable ofHoshangabad-Harda - Khandwa project accountof the Company

- A First charge on all the intangible assets of theCompany including but no limited to Goodwill of the Co

- A first charge on bank accounts for the specific projectincluding without limitation the trust and retentionaccount (RTA) / Escrow Account and Debt ServiceReserve Account to be established by the Company

- A First charge/assignment/security on the Companyright under the concession agreement, projectdocument, contract and all licence permits approvalsconcerts and insurance policies in respect of the project

24153378 - 24153378 28207743 28207743

(REPAYABLE WITHIN YEAR RS.56,04,000/-PREVIOUS YEAR RS.47,00,000/- )

The above loan is secured by:

- Secured by on the assignment of Project right.Movable and Immovable property intangible assetsfor Himmatnagar bypass projects

- First charge on Company's bank account for theHimmatnagar project and revenue and receivableand project account of the Company

- Personal guarantee of the some of the directorsof the Company

102590785 0 102590785 106366749 106366749

(REPAYABLE WITHIN YEAR RS.60,00,000/-PREVIOUS YEAR RS. 69,00,000/-)


- Secured by on the assignment of Project right.Movable and Immovable property intangible assets forKim Mandvi Corridor bypass projects

- First charge on Company's bank account for the KimMandvi project and revenue and receivable andproject account of the Company

- Personal guarantee of the some of the directors of theCompany

- - - 83549 83549

Secured by hypothecation of relavant Vehicles, Plant &machineries and personal guarantee of the some ofthe directors of the Company

(REPAYABLE WITHIN YEAR RS.-NIL-PREVIOUS YEAR RS. 83,549/-)

- 500793980 500793980 390000000 390000000

- 150348770 150348770 117000000 117000000

- 500753069 500753069 390000000 390000000

- 75111311 75111311 58500000 58500000

75





Consolidatedwith

Subsidiaries

Consolidatedwith

Subsidiaries

Shares ofJoint

Ventures

Shares ofJoint

Ventures

Total Total

FROM STATE BANK OF TRAVANCOR

FROM DENA BANK




- 250475512 250475512 195000000 195000000

- 250411409 250411409 195000000 195000000

INTEREST ACCRUED BUT NOT DUES - 201989414 201989414 12839122 12839122

- Secured by 1st Pari-Passu Charge with otherTerm Lenders

- (All Rights including step - in - charge of the projectcovered by Tripartita agreement with -Madhya PradeshRoad Development Corporation Limited).

- First Charge on assignment of Toll Collection rightsalong with Escrow on Future Toll Collection.

- Hypothecation of all movables, tangible and intangiblereceivable Cash and Investment & monies laying intrust & retention accounts.

- Further secured by personal guarantee of directors &Corporate Guarantee of Welspun Projects Limited &Chetak Enterprises Limited.

- Charge on debt services reserves accounts.

(Installment due within one Year Rs.9,99,99,333/-Previous year Rs.1,15,97,000/-)

- 34155195 34155195 41803298 41803298


- Secured by on the assignment of Project right.Movable and Immovable property intabgible assetsfor BUL-MSK Infrastrcture P Ltd

(REPAYABLE WITHIN YEAR RS.28,00,000/-PREVIOUS YEAR RS.1,54,00,000/-)

269878003 - 269878003 300574761 300574761

The above Loan is Secured By:

- First Mortgage & charge on all the movable &immovable properties of the Raisen - RahathgarhBOT Projects including all receivable both andpresent and future.

- Assignment of all rights, title and Interest of theCompany in respect of all the assets of the projects,all Projects agreement and Contracts includingConcession Agreement.

- Assignment of contractors guarnatees, performancebond and liquidated damages

- Personal Guarantees of some of the Directors of theTransferors Company.


92646507 - 92646507 125947741 125947741

(Secured by Ludhiana & Jalandhar Bus Terminal Projects,and Personal guarantee of some of the directors of theCompany).


76




SCHEDULE - C

SCHEDULE - D

SECURED LOANS

UN-SECURED LOANS

Consolidatedwith

Subsidiaries

Consolidatedwith

Subsidiaries

Shares ofJoint

Ventures

Shares ofJoint

Ventures

Total Total

FROM INDUSTRIAL DEVELOPMENT FINANCE CO. LIMITED

TOTAL (B) 1306111205 1964038658 3270149863 1441560806 1400225969 2841786775

OTHER LOAN


SHORT DEMAND LOAN

OVERDRAFT ACCOUNT

FROM IDBI BANK LIMITED

FROM BANK OF INDIA

OVERDRAFT ACCOUNT

TOTAL (C) 991822637 - 991822637 1066557725 - 1066557725

TOTAL (A) + (B) + (C) 2350621119 1964038658 4314659778 2696717073 1400225969 4096943042

554524973 - 554524973 572792654 572792654

INTEREST ACCRUED & DUES 2691962 - 2691962 2442242 2442242

- Secured by way of mortgage in favour of IDFC of allmovable properties pertaining to the Dewas WaterSupply Projects Presents, futures.

- a first charge by ways of the hypothecation of the allmovables including movables plant machinery,machinery spares, tools, & accessories, furniture &fixture, vehicles and all other movable assetspertaining to the project present & future.

- First charge of all the book debts, operating, Cash Flows,revenue, receivables of the Company pertaining to theDewas Water Supply project, present & Future.

- Assignment of all rights, title and Interest of theCompany in respect of all the assets of the DewasWater Supply Projects agreement and Contractsincluding Concession Agreement.

- First Charge over the Escrow Account. Debt ServiceReserve Account and other Reserve and any Otherreserves and any other banks account the Companywherever maintained.

- Personal Guarantee of the Directors of the Company/


13068785 - 13068785 139765340 139765340

(Secured by fixed deposits of the Company andthird Parties)

458378706 - 458378706 376430627 376430627

(Secured by hypothecation of the entire stocks & bookdebts of the Company & personal guarantee of some ofthe directors of the Company).

365262779 - 365262779 341125151 341125151

(Secured by pari passu charge on all current assetsof the company)

- 201103665 201103665

(Secured by specific plant & machineries and secondcharge on current assets of the Company)

155112367 - 155112367 8132942 8132942

- Secured by the 10% Cash Margin in the form of TDR

- Pledge of the shares of the promoters in favour of theBank for Rs. 50 Lacs

FROM COMPANIES 1140700 - 1140700 - 39426489 39426489

FROM OTHERS - - - 18887370 - 18887370

Total 1140700 - 1140700 18887370 39426489 58313859

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SCHEDULE - G INVESTMENTS

Consolidatedwith

Subsidiaries

Consolidatedwith

Subsidiaries

Shares ofJoint

Ventures

Shares ofJoint

Ventures

Total Total

INVESTMENT IN SHARES (NON TRADE)

QUOTED, TRADE

517000 - 517000 517000 - 517000

443000 - 443000 443000 - 443000

UNQUOTED, TRADE

OTHERS

INVESTMENT IN BONDS

INVESTMENT IN NON - CONVERTIBLE DEBENTURES

INVESTMENT IN CERTIFICATE OF DEPOSITS

INVESTMENT IN GOVERNMENT SECURITY

TOTAL 1446665345 - 1446665345 1687311 - 2130311

7400 (P.Y. 7400) Equity Shares in Minar TradingServices Ltd of Rs. 10/- each fully paid up. 74000 74000 74000 - 74000

1500 (P.Y. 1500) Equity Shares in Sarv ShaktiSynthetics Limited of Rs. 10/- each fully Paid up 15000 - 15000 15000 - 15000

1600 (P.Y. 1600) Equity Shares in Corporation Bankof Rs. 10/- each fully Paid Up 128000 - 128000 128000 - 128000

30000 (P.Y. 30000) Equity Shares in MyrajConsultancy Limited of Rs. 10/- each fully paid up 300000 - 300000 300000 - 300000

Less: Provision for Diminution in Value of Investment 74000 - 74000 74000 - 74000

(Market Value Rs. 10,20,800/- P.Y. Rs. 7,69,600/-)

500 (P.Y. 500) Equity shares in MSK Finance Limited ofRs. 100/- each fully paid up 50000 - 50000 50000 - 50000

48 (P.Y. 48) Equity shares in Nutan Nagrik Sahakari BankLimited of Rs. 100/- each fully paid up. 4800 - 4800 4800 - 4800

37652 (P.Y. 37652) Equity shares in Baroda PeoplesCo-Op. Bank Limited of Rs.10/- each fully paid up 376521 - 376521 376521 - 376521

63 (P.Y. 63) Equity shares in Baroda City Co-Op. BankLimited of Rs. 50/- each fully paid up 3150 - 3150 3150 - 3150

1000 (P.Y. 1000) Equity shares in Classic OrganisorsPrivate Ltd of Rs. 10/- each fully paid up 10000 - 10000 10000 - 10000

960 (P.Y. 960) Equity shares in Sindh MechantileCo-Op. Bank Ltd of Rs.10/- each fully paid up 9600 - 9600 9600 - 9600

23274 (P.Y. 23274) Equtity shares of Yash FinconPrivate Limited - - - 232740 - 232740

6000 (P.Y. -Nil) 8% Redemeble Preferntial SharesWorli Relaity P Ltd of Rs. 10/- each fully paid up. 60000 - 60000 - - -

178 ( P.Y. Nil) Bonds of IFCI - 2030 @9.70% ofRs. 1000000 each fully paid up 183340000 - 183340000 - - -

500 ( P.Y. Nil) Bonds of IDBI - 2030 @9.65% ofRs. 1000000 each fully paid up 514900000 - 514900000 - - -

257 ( P.Y. Nil) Bonds of West Bengal Electricity Distco Ltd- 2025 @9.34% of Rs. 1000000 each fully paid up. 263792500 - 263792500 - - -

1260 ( P.Y. Nil) Bonds of DHFCL 2015 10% ofRs. 100000 each fully paid up 127802304 - 127802304 - - -

590 ( P.Y. Nil) Bonds of DHFCL 2020 10.40 % ofRs. 100000 each fully paid up 59857220 - 59857220 - - -

1500 ( P.Y. Nil) NCD of CBI Rs. 100000/-each fully paid up 146586600 - 146586600 - - -

1500 ( P.Y. Nil) NCD of PNB Rs. 100000/-each fully paid up 147429150 - 147429150 - - -

Indira Vikash Patra 500 - 500 500 - 500

Two (P.Y. One) Bonds of Sardar Sarovar NarmadaNigam Limited 2000000 - 2000000 1000000 - 1000000

80


SCHEDULE - I CURRENT ASSETS, LOAN & ADVANCES

SUNDRY DEBTORS

TOTAL 1047068646 -93019101 954049544 967752765 -108875365 858877400

(UNSECURED CONSIDERED GOOD)

DEBT EXCEEDING SIX MONTHS 91948122 (3570651) (3570651) 7465705 - 7465705

LESS: PROVISION FOR DOUBTFUL DEBTS 25633372 - - - -

66314750 - 66314750 7465705 - 7465705

OTHERS DEBTS 988766641 960287060 (108875365) 851411695

LESS: PROVISION FOR DOUBTFUL DEBTS 8012746 - - -

980753895 (89448450) 891305445 960287060 (108875365) 851411695

(Including Retention amount Rs.51,83,42,508/- )

SCHEDULE - J CASH & BANK BALANCES

CASH - ON - HAND 7873396 2183243 10056639 7380583 363436 7744019

BALANCES WITH SCHEDULED BANKS

IN CURRENT ACCOUNTS 282626367 63912934 346539301 224551568 13582797 238134365

IN FIXED DEPOSITS ACCOUNT 133422517 1124599 134547116 288856988 799500 289656488

TOTAL 423922280 67220776 491143056 520789139 14745733 535534872

SCHEDULE - K LOAN & ADVANCES

(Unsecured, Considered Good)

ADVANCES RECOVERABLE IN CASH OR IN KIND ORFOR VALUE TO BE RECEIVED 195491154 (1890581) 193600573 241022545 (98973579) 142048966

LESS: PROVISION FOR DOUBTFUL BALANCES 2637198 - 2637198 - - -

192853956 (1890581) 190963375 241022545 (98973579) 142048966

INTEREST ACCRUED BUT NOT DUE ON FIXEDDEPOSITS/BONDS 36359379 - 36359379 2012278 94479 2106757

TAX DEDUCTED AT SOURCE / ADVANCE TAX(NET OF PROVISION FOR TAX) 96104637 2331791 98436428 31714772 646872 32361644

MOBILISATION ADVANCE TO SUB-CONTRACTORS 3819450 - 3819450 - - -

136283466 2331791 138615257 33727050 741351 34468401

SUNDRY DEPOSITS 110921611 1935937 112857548 146582237 8955 146591192

LESS: PROVISION FOR DOUBTFUL BALANCES 6597112 6597112

104324499 1935937 106260436 146582237 8955 146591192

TOTAL 433461922 2377147 435839068 421331832 -98223273 323108559

SCHEDULE - L CURRENT LIABILITIES & PROVISION

CURRENT LIABILITIES

TOTAL 929642768 92275711 1021918480 702123027 41052097 743175123

SUNDRY CREDITORS 447679741 90551654 538231395 420606112 18638429 439244541

MOBILISATION ADVANCE FROM CUSTOMERS 338736095 - 338736095 104009538 - 104009537

OTHER LIABILITIES 143226932 1724058 144950990 177507377 22413668 199921045


Shares ofJoint

Ventures

TotalConsolidatedwith

Subsidiaries

SCHEDULE - H CURRENT ASSETS, LOAN & ADVACNES

INVENTORIES

TOTAL 556938132 - 556938132 328030039 - 328030039

(As taken valued and certified by the management)

WORK-IN-PROGRESS 416187464 - 416187464 202063190 - 202063190

RAW MATERIAL 140750668 - 140750668 125966849 - 125966849


Consolidatedwith

Subsidiaries

Shares ofJoint

Ventures

Total

81


SCHEDULE - M PROVISION

PROVISION FOR LEAVE ENCASEMENT 2241298 - 2241298 657521 - 657521

PROVISION FOR GRATUITY 6347723 - 6347723 2712481 - 2712481

PROVISION FOR TAXATION 663880 319800 983680 - - -

PROPOSED DIVIDEND - - - 40000000 - 40000000

TAX ON PROPOSED DIVIDEND - - - 6798000 - 6798000

9252901 319800 9572701 50168002 - 50168002

SCHEDULE - N MISCELLANEOUS EXPENDITURE

(to the extent not written off or adjusted)

PRELIMINARY EXPENSES

BALANCE AS PER LAST YEAR BALANCE SHEET 966933 26224 993157 789485 29338 818823

ADD: ADDITION DURING THE YEAR 20331 2411 22742 229300 -589 228711

987264 28635 1015899 1018785 28749 1047534

LESS: DEDUCTION DURING THE YEAR 183440 - 183440 - - -

LESS: WRITTEN OFF DURING THE YEAR 92827 4717 97544 51852 2525 54377

TOTAL-1 710997 23918 734915 966933 26224 993157

PRE-OPERATIVE EXPENSE 199151 - 199151 - - -

TOTAL-2 199151 - 199151 - - -

TOTAL (1 + 2) 910148 23918 934066 966933 26224 993157



Consolidatedwith

Subsidiaries

Consolidatedwith

Subsidiaries

Shares ofJoint

Ventures

Shares ofJoint

Ventures

Total Total

SCHEDULE - 1 TO 7, FORMING PART OF THE PROFIT & LOSS ACCOUNT

SCHEDULE - 1 CONSTRUCTION WORK CONTRACT

For the year ended March 31, 2011(Amount in Rs.)


Consolidatedwith

Subsidiaries

Consolidatedwith

Subsidiaries

Shares ofJoint

Ventures

Shares ofJoint

Ventures

Total Total

CIVIL CONTRACTS 1799018901 - 1799018901 3381738564 - 3381738564

LESS: SERVICE TAX 57250077 - 57250077 93497190 - 93497190

1741768824 - 1741768824 3288241374 - 3288241374

(Tax Deducted at Source Rs. 5,13,24,829/-P.Y. Rs. 6,94,65,542/-)

TECHNICAL SERVICES 44000000 - 44000000 - - -

LESS: SERVICE TAX 4532000 4532000

39468000 39468000

(Tax Deducted at Source Rs. 45,32,200/- P.Y. Rs. - NIL -)

TOTAL 1781236824 - 1781236824 3288241374 - 3288241374

SCHEDULE - 2 TOLL COLLECTION

HOSHANAGABAD - HARDA - KHANDWA PROJECT 76646054 - 76646054 95306393 - 95306393

RAISEN RAHATGARH PROJECT 64245784 - 64245784 69821047 - 69821047

JALANDHAR PROJECT 47149255 - 47149255 41419709 - 41419709

JALANDHAR PROJECTS - RENT 14179708 - 14179708 11926662 - 11926662

(Tax Deducted At Source Rs. 225930/- P.Y. -Nil-)

LUDHIANA PROJECT 42739986 - 42739986 39633996 - 39633996

LUDHIANA PROJECT - RENT 9649882 - 9649882 8599939 - 8599939

(Tax Deducted At Source Rs. 107305/- P.Y. -Nil-) - - - - - -

DEWAS WATER SUPPLY PROJECT 24056828 - 24056828 31782484 - 31782484

HIMMATNAGAR PROJECT 13484950 - 13484950 10416453 - 10416453

KIM MANDVI PROJECT 21787788 - 21787788 - - -

BULL MSK PROJECT (JOINT VENTURE) - 27970692 27970692 - 19054198 19054198

DEWAS BHOPAL PROJECT (JOINT VENTURE) - 263851841 263851841 - - -

TOTAL 313940235 291822533 605762767 308906683 19054198 327960881



Consolidatedwith

Subsidiaries

Shares ofJoint

Ventures

Total

82

SCHEDULE - 3

SCHEDULE - 4

SCHEDULE - 5

OTHER INCOME

CHANGE IN STOCK

MATERIAL CONSUMED

DIVIDEND ON NON-TRADE INVESTMENT 26400 - 26400 46643 - 46643

INSURANCE CLAIM 590995 10000 600995 855921 - 855921

UNCLIAM LIABILITIES WRT. BACK 4155946 - 4155946 3577719 - 3577719

PROFIT ON SALES OF ASSETS 1581645 - 1581645 2118510 - 2118510

MISCELLANIOUS INCOME 1524007 730000 2254007 2167149 - 2167149

TOTAL 7878993 740000 8618993 8765942 8765942

OPENING STOCK

- WORK-IN-PROGRESS 202063190 - 202063190 160202898 - 160202898

LESS: CLOSING STOCKS

- WORK-IN-PROGRESS 416187464 - 416187464 202063190 - 202063190

TOTAL 214124274 - 214124274 41860292 - 41860292

STOCK AT COMMENCEMENT 125966849 - 125966849 69296450 - 69296450

ADD : PURCHASE & EXPENSES 1306271580 113309 1306384889 2063563674 - 2063563674

1432238429 113309 1432351738 2132860124 - 2132860124

LESS : STOCK AT CLOSE 140750668 - 140750668 125966849 125966849

TOTAL 1291487760 113309 1291601069 2006893275 - 2006893275


Consolidatedwith

Subsidiaries

Shares ofJoint

Ventures

Total


AIR CONDITIONING WORK 4520400 - 4520400 - - -

BAD DEBTS 2206100 - 2206100 - - -

BITUMANIOUS WORK 16163162 - 16163162 18870 - 18870

BLASTING WORK 2814921 - 2814921 11808725 - 11808725

BOLDER WORK 6017319 - 6017319 19881212 - 19881212

BRIDGE WORK 10064825 - 10064825 13706329 - 13706329

CD WORK 259100 - 259100 3591902 - 3591902

CIVIL WORK 12576342 - 12576342 614443 - 614443

CLEARING & FORWARDING - - - 433031 - 433031

CONCRETE WORK 15431137 - 15431137 7500067 - 7500067

CONSULTANCY CHARGE 52995226 1571125 54566351 23514621 - 23514621

DESIGN CHARGE - - - 3200000 - 3200000

DONATION 684530 - 684530 481991 - 481991

DOORS & WINDOWS WORK 5029639 - 5029639 5022845 - 5022845

EARTH WORK 148386025 - 148386025 167673544 - 167673544

ELECTRIC EXPENSE 57141337 626284 57767621 36893686 79958 36973644

ELECTRIC POLL SHIFTING 8703120 - 8703120 8462286 - 8462286

ESIC 115572 - 115572 321258 - 321258

FABRICATION WORK 29740638 - 29740638 27002047 - 27002047

FLOORING WORK 21333404 - 21333404 1384144 - 1384144

HORTICULTURAL WORK 292747 - 292747 - -

HUTMATE 2051067 - 2051067 1609274 - 1609274

IMPAIRMENT OF FIXED ASSET 6738590 - 6738590 - - -

INSURANCE 3881958 285915 4167873 4559272 18846 4578118

INTEREST ON INCOME TAX 119379 - 119379 - - -

LAND SCAPPING 3820283 - 3820283 - - -

LOSS ON SALES OF INVESTMENT 5015130 - 5015130 - - -

MACHINERY HIRE CHARGES 20411807 2248196 22660003 47275838 - 47275838

MASONERY WORK 26824303 - 26824303 25553380 - 25553380

83





Consolidatedwith

Subsidiaries

Consolidatedwith

Subsidiaries

Shares ofJoint

Ventures

Shares ofJoint

Ventures

Total Total

MISCELLANEOUS WORK 15084130 5098481 20182611 122571865 - 122571865

PAINTING WORK 7465448 - 7465448 5149429 - 5149429

PAYMENT TO SITE WORKERS 69457918 334480 69792398 78700577 - 78700577

PENALTY SLOW PROGRESS 17817 - 17817 - - -

PILING FOUNDATION - - - 400000 - 400000

PILING WORK 5311015 - 5311015 - - -

PIPE LAYING WORK 6565067 - 6565067 2029106 - 2029106

PROJECT MONITORING FEES 5572891 5572891 - - -

PROVIDENT FUND 3986354 - 3986354 1543054 - 1543054

PROVISION FOR DIMINISHED VALUE OF INVESTMENT - - - 74000 - 74000

PROVISION FOR DOUBT-FUL DEBTS 42880428 - 42880428 4286469 - 4286469

RATE & TAXES 91047515 - 91047515 113283963 - 113283963

REINFORCEMENT WORK 22274323 - 22274323 40561547 - 40561547

RENT 15148402 82750 15231152 17785309 - 17785309

ROAD WORK 63302175 - 63302175 66715769 - 66715769

SAFTY EXPENSE - - - 420709 - 420709

SALARIES & BONUS 184028265 6088651 190116916 188559664 587931 189147595

SANITARY WORKS 1572311 - 1572311 783864 - 783864

SECURITY SERVICE CHARGES 5414874 7035196 12450070 6574064 2575881 9149945

SHUTTERING WORK 44483933 - 44483933 25970600 - 25970600

SITE EXPENSE 25566661 - 25566661 - - -

STAFF WELFARE EXPENSE 26839457 1643879 28483336 37000328 247082 37247410

SURVEY EXPENSE 274516 - 274516 270006 - 270006

TENDER FEES 10625330 10625330 0 - 0

TOLL PLAZA 3218494 143131 3361625 1189106 - 1189106

TRAVELING EXPENSE 9955209 768797 10724006 9353048 102814 9455862

UNDER DECK INSULATION 6107362 - 6107362 - - -

VEHICLE HIRE CHARGES 7325427 193032 7518459 13815869 - 13815869

WATER PROOFING WORK 9946840 - 9946840 1568471 - 1568471

WBM WORK 551824 - 551824 334276 - 334276

REPAIRS & MAINTENANCE FOR

MACHINERIES 15775896 19931 15795827 42222395 224994 42447389

ROAD MAINTENANCE 1917208 4896155 6813363 1968721 381271 2349992

VEHICLE, TRUCKS, TRACTORS & OTHERS 41907916 392664 42300580 43079729 - 43079729

AUDITOR REMUNERATION

AUDIT FEES 1129051 162500 1291551 827575 - 827575

TAXATION MATTER - - 100000 - 100000

CERTIFICATION WORK 41362 41362 141000 - 141000

SERVICE TAX - - 104502 - 104502

MISCELLANEOUS EXPENDITURE 24284983 1758779 26043762 36776372 2121731 38898103

TOTAL 1232418462 33349942 1265768404 1274670152 6340508 1281010660

SCHEDULE - 7 FINANCE & BANK CHARGES

INTEREST ON TERM LOAN 194325762 207074804 401400566 167298208 4641269 171939477

OTHER INTEREST 144777674 - 144777674 77552567 - 77552567

BANK CHARGES 44073980 598892 44672871 73651186 34269 73685455

383177415 207673696 590851111 318501961 4675538 323177499

LESS: INTEREST RECEIVED FROM BOND & FIXED DEPOSITS 204763306 76934 204840240 27534590 - 27534590

(Tax Deducted at Source Rs. 49,80,925/-P.Y. Rs. 24,34,297/-)

TOTAL 178414109 207596762 386010871 290967371 4675538 295642909

84

1. BASIS OF CONSOLIDATION:

A. Basis of Accounting:

B. Principle of Consolidation:

C. The subsidiary Companies considered in the consolidated financial statements are :

The Consolidated financial statements relate to M/s. Welspun Projects Limited, (formerly known as MSK

Projects (India) Limited, its subsidiaries Companies, and joint ventures Companies are drawn up to the same

reporting date as of the Company, i.e.year ended 31 March 2011.

a. The Consolidated Financial statements have been prepared by the Company in accordance with the

requirements of Accounting Standard – 21 (Consolidated Financial Statements & Accounting Standard AS-27

(Financial Reporting of interest in joint ventures) issued by the Institute of Chartered Accountants of India. The

Consolidated Financial Statements have been prepared on the following basis.

i. The financial statement of the Company and its subsidiary Companies are combined on a line by line basis by

adding together the book value of the like item of assets, liabilities, income and expenses after fully eliminating

intra group transaction resulting in unrealized profit. Minority Interest in subsidiaries represents the minority

share holder proportionate shares of the net assets and net income.

ii. The Company's share in each of the assets, liabilities income and expenses of jointly controlled entities are

reported as separate item.

iii. The difference between the Company's cost of investments in the subsidiaries over its position of equity at the

time of acquisition of the shares is recognized in the consolidated financial statements as goodwill or Capital

Reserves as the case may be.

iv. The difference between costs of the Company's interest in jointly controlled entities over its shares of net

assets in the jointly controlled entities at the date on which interest is acquired, is recognized in the

consolidated financial statement as Goodwill or Capital Reserves as the case may be.

v. Good-will recognized in the Consolidated Financial Statement is not amortized.

vi. The Consolidated Financial Statements are prepared by adopting uniform accounting policies for like

transactions and other events in similar circumstances and presented to the extent possible, in the financial

statements except other wise stated elsewhere in this schedule.

b. Adjustment is made in the financial statements of the joint venture Company i.e. Dewas Bhopal Corridor

Limited, on accountof diverse accounting policy followed in respect of amortization of BOT Cost.

st


Schedule - 8 NOTES ON CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31 MARCH'2011st

* Un-audited accounts (as certified by the management of the Company) as at 31st March 2011 is taken into consideration for consolidatedfinancial statements.

Name of the Company Country OfIncorporation

% of Ownershipinterest as on

31st March 2011

MSK Projects (Kim Mandvi Corridor) Private Limited

MSK Projects (Himmatnagar Bypass) Private Limited

Welspun Maharashtra Energy Private Limited *

India

India

India

100%

100%

51%

85

D. The significant joint Ventures Companies considered in the consolidated financial statements.


Schedule - 8 NOTES ON CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31 MARCH'2011 (Contd.)st

Name of the Company Country OfIncorporation

% of Ownershipinterest as on

31st March 2011

India

India

50%

50%


Bul-MSK Infrastructure Private Limited *

Dewas Bhopal Corridor Limited

2. SIGNIFICANT ACCOUNTING POLICIES

A-1 REVENUE RECOGNITION ON CONTRACTS

A-2 EXPENDITURE IN RESPECT OF BUILD, OPERATE AND TRANSFER (B.O.T. CONTRACT)

B. ADVANCES AND PROGRESS PAYMENTS AND RETENSION

C. FIXED ASSETS

a). All revenues and expenses are accounted on accrual basis except to the extent stated otherwise.

b). Contract Prices are either fixed or subject to price escalation clause. The Revenue is recognized on the basis

of percentage of completion method and the stage of completion is determined on the basis of physical

completion of proportion of contract work.

c). Amount due in respect of the price escalation claim and/or variation in contract work approved by the

customers are recognized as revenue only when there are conditions stipulated in the contracts for such

claims or variations and/or the same are evidenced inter-alia by way of confirmation or the same are

accepted by the customers.

d). Liquidated damages payable, if any, as per the terms of the contract, for the delays, if any, are accounted

only when such delay is attributable to the Company.

a. Expenditure (net of corresponding interest income earned on deployment or other wise of fund

attributable to the projects) incurred on Build, Operate and Transfer (BOT) Project which does not represent

Company's own assets is classified as “BOT PROJECT EXPENDITURE” and is amortized / written off based on

the projected toll revenue. The projected total revenue is based on the toll rate & expected increase.

b. The materials and stores etc. acquired / purchased for the construction activities of owned Build, Operate

and Transfer Projects (BOT Projects) are classified / reflected as B.O.T. Projects Expenditure and / or work in

progress, as the case may be. Accordingly such purchases are disclosed as item of B.O.T. Project

Expenditure.

a. Advances received from customers in respect of contracts are treated as liability.

b. Progress payments received are adjusted against receivables from customers in respect of the contract

work performed.

c. Amount(s) retained by the customers until the satisfactory completion of the contract are recognized in the

financial statement as receivables. Where such retention has been released by the customers against

submission of bank guarantee the amount so released is adjusted against receivables from the customers

and value of Bank guarantees is disclosed as contingent liability under bank guarantees outstanding.

a. Fixed assets are stated at cost of acquisition as reduced by accumulated depreciation.

b. All direct expenses attributable to fixed assets are capitalized.

D. DEPRECIATION

E. BORROWING COST

F. VALUATION OF INVENTORIES

G. INVESTMENTS

H. CLAIMS, DEMANDS AND CONTINGENCIES

I. PROVISION FOR DOUBT FUL DEBTS /ADVANCES:

J. RETIREMENT BENEFITS

a. Depreciation is provided on written down value basis as per the rates and method prescribed under Schedule –

XIV to the Companies Act, 1956.

b. Goodwill is not depreciated.

Borrowing costs directly attributable to the acquisition or construction of fixed assets are capitalized as part of

the cost of the assets, up to the date the assets are ready for its intended used. Other borrowing costs are

charged to the profit and loss account in the year in which theyare incurred.

a. Raw Materials are valued at lowerof cost and net realizable value. Cost is determined on FIFO basis.

b. Contract Work in progress is valued at tender rate having regards to unbilled work, outstanding running bills

and expected recovery thereof.

c. Stores and spares are written off in the year of purchase.

Long terms investments are stated at cost. Provision for diminution in the value of investments is made only if

such decline is other than temporary in the opinion of the management.

Disputed and / or contingent liabilities are either provided for / or disclosed depending on management's

judgment of the outcome.

Provision is made in accounts for doubtful debts / advances which in the opinion of the management are

considered doubtful of recovery.

a. Short Term Employee benefits:

Short Term Employee Benefits are recognized in the period during which the services have been rendered.

b. Long Term Employee benefits:

Provident Fund, Family Pension fund

As Per Provident Fund Act 1952 all employees of the company are entitled to receive benefits under the

provident fund and family pension fund which is defined contribution plan. These contributions are made to

the plan administered and managed by Government of India.

The Company's contribution to this scheme are recognized as expense in the profit and loss account during the

period in which the employee renders the related service.The Company has no further obligation under these

plans beyond its monthly contribution

c. Leave encashment:

The Company has provided for the liability at year end on account of un-availed earned leave as per the

actuarial valuation.

d. Gratuity :

The Company provides for gratuity obligations through a Defined benefits retirement plan (“The Gratuity

Plan”) covering all employees. The present value of the obligation under such defined benefit plan is

determined based on the actuarial valuation using the project unit credit method, which recognizes each

period of service as giving rise to additional unit of employees benefits entitlement and measure each unit

separately to build up final obligation. The obligation is measured at the present value of the estimated cash



86

87



flows.The discount rate used for determining present value of the defined obligation under the defined benefit

plan is based on the market yield on Government Securities as at the balance sheet date. Actuarial gains and

losses are recognized in Profit and Loss Account as and when determined.

The Company makes annual contribution to LIC for the gratuity plan in respect ofall the employees.

a) Provision for current tax is made on the basis of estimated taxable income for the current accounting year and

in accordance with the provisions of the Income tax Act, 1961.

b). Deferred tax resulting from “timing difference” between book and taxable profit for the year is accounted for

using the tax rates and laws that have been enacted or substantially enacted as on the balance sheet date.The

deferred tax asset is recognized and carried forward only to the extent that there is a virtual certainty that the

assets will be adjusted in future.

Transaction in foreign currency is recorded at the exchange rate prevailing on the date of the transaction,

exchange rate differences resulting from foreign exchange transaction settle during the period including year

end transaction of current assets and liabilities are recognized in the profit & loss accounts. Exchange rates

differences arising in relation to liabilities incurred for acquisition of fixed assets are adjusted to the carrying

value of the fixed assets.

In respect of forward exchange contract, except in case of fixed assets, the difference between forward rate and

the exchange rate at the inception of the forward exchange contract is recognized as income / expenses over

the life of the contract.

a). OPERATING LEASE

Lease of assets under which all the risk and rewards of ownership are effectively retained by the lessor are

classified as operating leases. Lease payments under operating leases are recognized as expenses on accrual

basis in accordance with respective lease agreements.

b). FINANCE LEASE

Assets acquired under leases where Company has substantially all the risk and rewards of ownership are

classified as finance lease. Assets acquired under finance are capitalized and corresponding lease liability is

recorded at an amount equal to the fair value of the leased assets at the inception of the lease. Initial costs

incurred in connection with the specific leasing activities directly attributable to activities performed by the

Company are included as part of the amount recognized as an asset under the lease.

If internal / external indications suggest that an asset of the Company may be impaired, the recoverable

amount of asset / cash generating unit is determined on the Balance – Sheet date and if it is less than its carrying

amount of the asset / cash generating unit, the carrying amount of asset is reduced to the said recoverable

amount. The recoverable amount is measured as the higher of net selling price and value in use of such asset /

cash generating unit, which is determined by the present value of carrying amount of the estimated future cash

flow.

The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires

estimates and assumption to be made that affect the reported amount of the assets and liabilities and

disclosure of contingent liabilities on the date of financial statements and the reported amount of revenue and

expenses during the reporting period. Actual results could differ from these estimates and differences

between actual results and estimates are recognized in the period in which the results are known /

materialized.

K. PROVISION FOR CURRENTAND DEFERRED TAX

L. FOREIGN CURRENCY TRANSACTION

M. LEASE

N. IMPAIRMENTOFASSET

O. USEOF ESTIMATES

2 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF

5). Build, Operate & Transfer Projects (BOT Projects)

a. Guarantees issued by the Company's banker on behalf of the Company amounting to Rs.17570.18 Lacs (P.Y. Rs.

9743.76 Lacs)

b. The Company has given a guarantee to the Bank for facilities granted to its wholly owned subsidiary companies

Msk Projects (Himmatnagar Bypass) Private Limited & MSK Projects (Kim Mandvi Corridor) Private Limited for

the amounting to Rs. 1667 Lacs (P.Y. Rs. 1667 Lacs). Outstanding amount as on 31st March, 2011, Rs. 1267.44

Lacs ( Previous Year 1345.73 Lacs) and to integrated joint venture Dewas Bhopal Corridor Limited amounting to

Rs.38500/- Lacs (Previous year Rs.34500/- Lacs) outstanding amount as on 31st March 2011 Rs.38597.66 Lacs

(P.Y. Rs. 34831.35 Lacs).

c. Letter of credit issued by the Company's bankon behalf of the Company Rs. 502.05 Lacs (P.Y.Rs. 1353.72 Lacs)

d. Income Tax Demand of Rs. 1045.79 Lacs (Previous Year Rs.282.40 Lacs) disputed by the company.

e. Civil Suit filed against the Company Rs. 38.51 Lacs ( P.Y. Rs.23.46 Lacs.)

f. Liabilities of Stamp Duty in respect of integrated joint venture Company for Rs.853.28 Lacs (P.Y. 853.28) under

Indian Stamp Act 1899 as the liability has been contested by the Company.

g. Liability of Labour-cess in respect of integrated joint venture Company for Rs.477.84 Lacs (Previous year Rs.

477.84 Lacs) as the liability has been contested by the Company.

3). Incomplete Contract work under Contract Work In Progress at the various sites is estimated by the

management having regards to unbilled work, outstanding running bill and expected recovery thereof.

4). Security Deposits deducted from contract receipt and mobilization advances received against contracts are

subject to confirmation and adjustment, if any, on finalization of account.

i). The Company has obtained the contract on Build, Operate and Transfer (BOT) basis from the Madhya Pradesh

State Industrial Development Corporation for execution of Dewas Water Supply project.


contract the Company is entitled to collect Water supply charge during the concession period of 32 years

(including the period of construction).

The Company has completed construction of the said project in the earlier year. Having regard to the

accounting policies followed by the Company the entire expenditure incurred is treated as BOT Project

Expenditure and proportionate amount of Rs.48.99 Lacs (P.Y. 388.36 Lacs) has been written off during the year.

ii). The Company has obtained the contract on Build, Operate and Transfer (BOT) basis from the Punjab

Infrastructure Development Board for execution of Jalandhar Bus Terminal project.



years 5 months and 2 days for Jalandhar Bus Terminal Project (including the period of construction).



proportionate amountof Rs.235.15Lacs (P.Y.Rs. 320.35Lacs) hasbeenwritten offduringtheyear.

iii). The Company has obtained the contract on Build, Operate and Transfer (BOT) basis from the Punjab

Infrastructure Development Board for execution of Ludhiana Bus Terminal Project.



years 3 months for Ludhiana Bus Terminal Project (including the period of construction).



88

89



The Company has completed construction of the said project in the earlier year. Having regard to the

accounting policies followed by the Company the entire expenditure incurred is treated as BOT Project

Expenditure and proportionate amount of Rs.172.11 Lacs (P.Y. Rs.256.05 Lacs) has been written off during the

year.

iv). The Company had obtained the contract on Build, Operate and Transfer (BOT) basis from Madhya Pradesh Road

Development Authority for construction of Hoshangabad–Harda–Khandwa Road Project. In Terms of the

Contract the Company was entitled to collect the toll during the concession period of 5440 days (Including the

period of the construction). The Company had completed the construction of the above project and was put

open to traffic during the earlier year.


treated as BOT Project Expenditure and proportionate amount of Rs. 241.08 Lacs (P.Y. 355.84 Lacs) has been



v). The Company had obtained the contract on Build, Operate and Transfer (BOT Basis) from Madhya Pradesh Road

Development Authority for construction of Raisen–Rahatgarh. In Terms of the Contract the Company entitled

to collect the toll during the concession period of 5440 days (Including the period of the construction). The

Company had completed the construction of the above project and was put open to traffic during the earlier

year.


treated as BOT Project Expenditure and proportionate amount of Rs.158.81 Lacs (P.Y. 281.01 Lacs) has been



vi). The company obtained Build, Operate, & Transfer (BOT Contract) from Gujarat State Road Development

Corporation Ltd. for construction of Strengthening and Widening, and maintenance of Kim Mandvi Corridor

Projects. In terms of the contract, the company has been entitled to collect toll during the concession period

of 20 years (Including the period of Construction). The Company has Completed the Construction of the said

project and put to open for the traffic during the year.


treated as BOT Project Expenditure and proportionate amount of Rs.139.64 Lacs (P.Y. –Nil-) has been written off

during the year after considering the Cash Subsidy received/receivable from Gujarat State Road Development

Corporation.

vii). MSK Projects (Himmatnagar bypass) Private Limited, the subsidiary, has obtained Build, Operate, & Transfer

(BOT Contract) from Gujarat State Road Development Corporation for construction of Strengthen and

Widening, and maintenance of Himmatnagar bypass. In terms of the contract, the company has been entitled

to collect toll during the concession period of 15 years.( 5112 Days )(Including the period of Construction).

Having regards to the Accounting Policies followed by the company, the entire expenditure incurred on

Construction of Road aggregating to Rs.844.47 Lacs is treated as BOT Project and shall be written off over a

period of concession Agreement up to 31.03.2021 (5112 Days) Accordingly Rs. 50.93 Lacs (Previous year Rs.

60.27 Lacs) is amortized in the current year.The amortization starts from the date of start of Toll Collection i.e.

02.04.2006.

viii). Dewas Bhopal Corridor Limited, the integrated Joint Venture Company has obtained Build, Operate & Transfer

(BOT Contract) from Madhya Pradesh Road Development Authority for Construction of four lane Road Project.

The Company has commenced the full operation of the projects based on the completion certificate received

from Madhya Pradesh Road Development Corporation on that date.

Having regards to the Accounting Policies followed by the Company, the entire expenditure incurred on

Construction of Road is treated as Build, Operate & Transfer Project Expenditure and is over a period of

concession Agreement up to 19.03.2033 and proportionate amount of Rs.537.81 Lacs (Previous year Rs.–Nil-)

(adjusted amount ofamortization) is amortized in the current year.

Hitherto up to 31st March 2010 expenditure incurred on above, Build, Operate & Transfer (BOT) Projects was

amortized / written off over the period of concession. The Company has changed the policy and the said BOT

expenditure is amortized / written off on the basis of projected toll revenue over the period of concession.

Had there been no change in the method of amortization the amount of the amortization for the year would

have been higher by Rs. 1178.16 Lacs (including adjustment made in case of joint venture Dewas Bhopal

Corridor Limited Rs. 489.86 Lacs which is following diverse accounting policy), consequently loss for the year

would have been higher and Reserves and Surplus would have been lower to that extent.

As the practice of amortization is changed prospectively no effect of change up to 31st March 2010 is given to

the accounts.

The Company is operating in a single segment only during the year i.e.Civil Construction Contract.

During the year, the Company has accounted for deferred tax in accordance with the Accounting Standard 22 –

“Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India.

The Break up of deferred tax liabilities & assets into major components at the year end is as follows:

5-A Change in Policy of Amortization:

6).

7).



90

During the year Company has recognized the following amount in the financial statements.

Contribution to Defined Contribution Plan recognized as Expense for the yearas under:

8). Disclosure relating to Employees Benefits – As per revised AS-15:

a) DEFINED CONTRIBUTION PLAN:

Rs. In Lacs

Particulars

Particulars AS ON31-03-2011

AS ON31-03-2010

DEFERRED TAX LIABILITIES:-

DEFERRED TAX ASSETS:

TOTAL

Depreciation

Retirement Benefits

Provision for Bad Debts

Share of Joint Venture

Deferred tax Liabilities Provided during the year

1032.82

7.27

164.39

190.26

670.90

361.92

649.06

2.23

–

550.94

–

646.83

Employer Contribution to Provident Fund 39.86(15.43)



91

Reconciliation of opening and closing balances of Defined Benefit obligation

b) DEFINED BENEFIT PLAN:

Reconciliation of opening and closing balances of fair value of plan Assets

Rs. In Lacs


Fair value of plan assets in the beginning of the year

Expected return on plan assets


Employer contribution

Benefits Paid

Fair Value of plan assets at the end of the year

32.77(18.03)

2.62(2.29)

(2.62)(0.99)

0.00(13.44)

NIL(NIL)

32.77(32.77)

Rs. In Lacs



Defined Benefit obligation at the beginning of the year


Interest Cost

Actuarial (gain)/loss

Benefits Paid

Defined Benefit obligation at the year end

27.12(13.40)

5.07(7.94)

2.27(1.11)

29.00(4.68)

NIL(NIL)

63.47(27.12)

6.58(3.82)

58.43(4.43)

0.55(0.32)

(43.14)(1.99)

NIL(NIL)

22.41(6.58)



Reconciliation of Fair Value of Plan Assets and Benefit Obligation.

Expenses recognized during the year (Under the head “Salaries & Bonus” – Refer Schedule 6)

Rs. In Lacs



Fair Value of Assets as at 31st March, 2011

Present Value of obligation as at 31st March, 2011

Amount recognized in Profit & Loss Account

32.77(32.77)

63.48(27.12)

36.35(12.42)

2.76(NIL)

22.41(6.58)

15.84(2.76)

92

Actuarial Assumptions

Rs. In Lacs



Discount Rate ( Per Annum)

Salary Escalation ( Per Annum)

8.28%(8.28%)

6.00%(6.00%)

8.40%(8.28%)

6.00%(6.00%)

- Welspun Maxsteel Limited

- Welspun Steel Limited

- Welspun India Limited

- Welspun Retail Limited

- Welspun Captive Power Generation Limited

9. Transaction with related parties (as certified by the management)

a. Associate Concern:

Rs. In Lacs




Interest Cost

Expected return on Plan Assets


Expense Recognized in Profit and Loss Account

5.07(7.94)

2.28(1.11)

(2.62)(2.28)

31.62(4.67)

36.35(12.42)

58.43(4.43)

0.55(0.32)

NIL(NIL)

(43.14)(1.99)

15.84(2.76)



93

- Welspun Corp. Limited

- Welspun Infratech Limited

b. Indirect Holding Company

c. Holding Company:

d. Key Management

Name Position Name of the Company

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Balkrishna Goenka

Nirmal Gangwal

Yogesh Verma

Shailesh Vaidya

Aprurva Kumar Dasgupta

Ashok M Khurana

Amit A Khurana

Asim Chakraborty

Banwarilal Biyani

Udailal Anjana

Hukumichand Jain

Shreechand Kukreja

Suraj Kukreja



Dewas Bhopal Corridor Private Limited



MSK Projects (Himmatnagar Bypass) Private Limited

MSK Projects (KIM Mandvi Corridor) Private Limited






HoldingCompany

IndirectHolding

Company

AssociateCompany

KeyManagement

Relative ofKey

Management

Contract Receipt &Operational Income

Material Purchase

Mobilization AdvanceReceived

Mobilization AdvanceRepayment

Loan given

Loan Received

Repayment ofLoan Received

Repayment ofloan given

1

2

3

4

5

6

7

8

-(-)

-(-)

-(-)

-(-)

-(-)

5729.41(-)

5715.00(-)

-(-)

1435.97( - )

1582.24( - )

1355.54( - )

1005.54( - )

-(-)

3.02(-)

-(-)

-(-)

3546.28( - )

752.46( - )

830.27( - )

259.28( - )

-( 5.76 )

-( - )

-( 5.00)

-(120.82)

-(-)

-(-)

-(-)

-(-)

-(-)

-(-)

-(-)

-(-)

-(-)

-(-)

-(-)

-(-)

-(-)

-(-)

-(-)

-(-)

Contd.




HoldingCompany

IndirectHolding

Company

AssociateCompany

KeyManagement

Relative ofKey

Management

Sales of Properties

Advance for purchaseof commercial Property.

Remuneration tothe Directors

Receivable at theend of the year

Payable at theend of the year

9

10

11

12

13

-(-)

-(-)

-(-)

-

2208.21

-(-)

-(-)

-(-)

68.04

-

-(-)

-(5.00)

( - )

447.84

731.20

-(28.83)

-( - )

37.78(283.00)

-

-

-( 41.58)

-( - )

69.11( - )

-(0.93)

-

94

Cash Subsidy of Rs.12653.80 Lacs (P.Y. 11762.80 Lacs) received from Madhya Pradesh Rajya Setu Nirman

Nigam Limited, and Gujrat State Road Development Corporation against the BOT. Project cost, is not reduced

from the relevant project cost but the same is shown as “Capital Reserve” in the Balance Sheet.

Loans & Advances includes advances in the nature of loan given to:

10.

11).

Rs. In Lacs


the year

( - )Rs. 3.85

Rs. 3.85Rs. 3.85

Rs. In Lacs

Earning per share:12).

2010-11 2009-10

Other Companies / Parties

A. Net profit after Tax available for equityshareholders. (Rs. In Lacs)

B. Weighted average number of Equity Shares of Rs. 10/-each outstanding during the year (Nos. of Shares)

C. Basic & Diluted Earning Per Share (Rs.)

(3156.71)

38729233

(8.15)

2334.43

22821112

10.48

Confirmations of certain parties for amounts due from them as per accounts of the company are not obtained.

Amount due from customers include amounts due/with held on account of various claims. The claims will be

verified and necessary adjustments, if any, shall be made in the year of settlement. Subject to this, company is

confident of recovering the dues and accordingly they have been classified as “debt considered good” and

therefore no provision is considered necessary, there against.

Under the Micro, Small and Medium Enterprise Development Act, 2006 (“MSMED Act”) which came into force

effective from 2nd October, 2006, certain disclosures relating to amounts due to micro, small and medium

enterprises and remained unpaid after the appointed date etc. of principal and interest amounts are required

13).

14).



95

to be made.The Company is in the process of compiling the relevant information. As the relevant information is

not yet readily available and / or not given or confirmed by such enterprises, it is not possible to give required

information in the accounts. However, in view of the management, the impact of interest, if any, which may

subsequently become payable to such enterprise in accordance with the provisions of the Act, would not be

material and the same, if any, would be disclosed in the yearof payment of interest.

In the absence of the necessary information with the Company relating to the registration status of the

suppliers under the Micro, Small and Medium Enterprises Development Act' 2006, the information required

under the said Act could not be compiled and disclosed.

In the opinion of the Directors, Current Assets, Loans and Advances have value at which they are stated in the

Balance Sheet, if realized in the ordinary course of business. The provision for depreciation and for all known

liabilities is adequate and not in excess of the amount reasonably necessary.

Remuneration to Directors:

15).

16).

Rs. In Lacs

ManagingDirector / Joint

Managing Director

Director

Salaries

Contribution to P.F.

Total

37,78,737(2,00,00,000)

Nil(Nil)

37,78,737(2,00,00,000)

69,13,333(83,00,000)

2,710(7,200)

69,16,043(83,07,200)

Previousyear's figures have been regrouped, rearranged and reclassified wherever necessary.17).









96

CONSOLIDATED CASH FLOW STATEMENT

2010-11 2009-10

A. CASH FLOW FROM OPERATING ACTIVITIES

Operating Profit before Working Capital Changes 390414576 939935811

Adjustment for :

(91992282) (66765114)

NET CASH USED IN OPERATING ACTIVITIES 235594948 818933515

B. CASH FLOW FROM INVESTING ACTIVITIES

NET CASH USED IN INVESTING ACTIVITIES (2120879093) (1243922891)

C. CASH FLOW FROM FINANCING ACTIVITIES

NET CASH FROM FINANCING ACTIVITIES 1840892330 223796407

Net Profit before tax & Prior Period items (309335940) 358053127

Depreciation 96517753 113540997

Preliminary Expenses 97544 4117

Amortisation of BOT Projects 160620239 174077064

Interest Paid 386010871 295642909

Provision for Bad Debts 42880428 4286469

Unclaimed Liabilities written back (4155946) (3577719)

Impairment of Fixed Assets 6738590 -

Bad Debts 2206100 -

Profit on sales of assets (1581645) (2118510)

Dividend Received (26400) (46643)

Loss on sales of Investment 5015130 -

Provision for Leave Encasement & Gratuity 5219019 -

Provision for Diminution in Value of Investments - 74000

Surplus & Deficit 208833 -

Inventories (228908093) (98530691)

Trade & Other Receivables (141827869) 214618402

Trade Payable & Provisions 278743680 (182852825)

Cash Generated From Operations Before Tax, & Period Item 298422294 873170697

Less: Direct Taxes Paid (65725697) (76996786)

Cash Generated From Operations Before Period Item

Add: Prior Period (Net) 2898351 22759604

235594948 818933515

Purchases of Fixed Assets (36528681) (156883676)

Sales of Fixed Assets 13425434 7793082

Investment (1444535034) 2074003

Less: BOT Expenditures (742367212) (1173209783)

Cash Subsidy (Net) 89100000 76256840

Dividend Received 26400 46643

Issue of shares on Preferential basis 2113003224 -

Borrowing 160543577 546138876

Dividend Paid (Including Tax thereon) (46643600) (26699560)

Interest Paid (386010871) (295642909)

Net Changes In Cash & Cash Equivalents (A+B+C) (44391815) (201192969)

Cash & Cash Equivalents - Opening Balance 535534871 736727840

491143056 535534871

Cash & Cash Equivalents - Closing Balance 491143056 535534871









97

SECTION 212

Details of Subsidiary Companies as requried under Section 212 (8) of the Companies Act, 1956 read with General Circular No. 2/2011 issued by Ministry o f

Corporate Affairs

MSK Projects(Kim Mandvi Corridor)

Private Ltd.

Welspun EnergyMaharashtraPrivate Ltd.*

MSK Projects(Himmatnagar Bypass)

Private Ltd.

Name of the Subsidiary

ParticularsSr. No.

Financial Year ending on

Currency

March 31, 2011 March 31, 2011 March 31, 2011

INR INR INR

1 Capital 2,420,000 67,300,000 500,000

2 Reserves 25,828,099 31,582,709 -

3 Total Assets 66,589,794 529,607,407 226,034

4 Total Liabilities 38,341,695 430,724,697 5,515

5 Details of Investment

(except in case of investment in subsidiaries) - - 60,000

6 Turnover 13,484,950 21,787,788 -

7 Profit before taxation 3,106,942 (65,345) -

8 Provision for taxation 709,487 1,946 -

9 Profit after taxation 2,394,527 (67,291) -

10 Proposed dividend - - -












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Welspun House, 4th Floor, Kamala City, Senapati Bapat Marg, Lower Parel (west), Mumbai – 400 013, INDIA.

annual report fy 2010-11 - welspun

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