directors’ reports-1008 l&t tejomaya limited directors’ report the directors have pleasure...

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S-1008 L&T TEJOMAYA LIMITED DIRECTORS’ REPORT The Directors have pleasure in presenting their 1st Directors report and Audited Accounts for the period ended March 31, 2013. I. FINANCIAL RESULTS The Company was incorporated on 11th July, 2013, hence no previous year figures. SR. NO PARTICULARS July 11, 2012 to March 31, 2013 V 1 Income for the year 16,32,84,200 2 Less: Expenditure 10,43,26,806 3 Profit Before Depreciation & Tax (PBDT) 5,89,57,394 4 Less: Depreciation 2,84,84,687 5 Profit / (Loss) before tax (PBT) 3,04,72,707 6 Less: Provision for current tax (MAT) 57,41,000 7 Less : Provision for deferred tax 99,66,042 8 Profit / (Loss) after tax (PAT) 1,47,65,665 9 Carried to Balance Sheet 1,47,65,665 II. APPROPRIATIONS The Directors wish to inform that there were no appropriations to any kind of specific or General Reserve of the Company during the year under review as your Company has not commenced its commercial operations. III. DIVIDEND The Company has not commenced its operations; your Directors do not recommend any dividend for the year 2012-2013. IV. DEMERGER OF COMPANY During the year the Company had filed application under the Scheme of Arrangement (Demerger) with Hon’ble High Court of Judicature at Madras. The Scheme was approved by Hon’ble High Court vide order dated 26th April, 2013 and effective from 3rd May, 2013. The Company will transfer the entire properties, assets, liabilities, rights, operations, activities forming part of Phase- I, also referred to as “Demerged Undertaking or Tejomaya Undertaking” to L&T Tejomaya Limited, the Resulting Company. V. AUDITORS’ REPORT The Auditors’ Report does not contain any qualifications. VI. DEPOSITS The Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956. VII. PERFORMANCE OF THE COMPANY The Directors wish to inform that your Company has recorded an Income of R 1,632.84 from operations and the expenditure incurred during the year is R 1,328.11 Lakhs The Company has recorded a Profit after tax of R 147.66 Lakhs. VIII. CAPITAL EXPENDITURE The Directors wish to inform that your Company has added Gross fixed assets amounting to R 10,704.54 Lakhs and accumulated depreciation of R 1,092.76 Lakhs on account of demerger from the demerged Company. In addition to that, the Company has added R 1.16 Lakhs amount of fixed assets during the year, thereby the Gross fixed assets of the Company stood at R 10,705.71 Lakhs, accumulated depreciation stood at R 1,377.61 Lakhs and net fixed assets stood at R 9,328.10 Lakhs after charging off depreciation of R 284.85 Lakhs during the year. IX. DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS PER THE COMPANIES’ (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988 Conservation Of Energy There are no particulars to be disclosed as per the Companies’ (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. Technology Absorption There was no Technology absorption during the year 2012- 13. Foreign Exchange Earnings And Outgo There were no earnings or outgo in terms of Foreign Exchange during the year 2012-13. X. PARTICULARS OF EMPLOYEES U/S 217 (2A) There are no employees covered by the provisions of the Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. XI. DIRECTORS RESPONSIBILITY STATEMENT The Board of Directors of the Company confirms:

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Page 1: DIRECTORS’ REPORTS-1008 L&T TEJOMAYA LIMITED DIRECTORS’ REPORT The Directors have pleasure in presenting their 1st Directors report and Audited Accounts for the period ended March

S-1008

L&T TEJOMAYA LIMITED

DIRECTORS’ REPORTThe Directors have pleasure in presenting their 1st Directors report and Audited Accounts for the period ended March 31, 2013.

I. FINANCIAL RESULTS The Company was incorporated on 11th July, 2013, hence no previous year figures.

S R . NO

PARTICULARSJuly 11, 2012 to March 31, 2013

V

1 Income for the year 16,32,84,200

2 Less: Expenditure 10,43,26,806

3 Profit Before Depreciation & Tax (PBDT) 5,89,57,394

4 Less: Depreciation 2,84,84,687

5 Profit / (Loss) before tax (PBT) 3,04,72,707

6 Less: Provision for current tax (MAT) 57,41,000

7 Less : Provision for deferred tax 99,66,042

8 Profit / (Loss) after tax (PAT) 1,47,65,665

9 Carried to Balance Sheet 1,47,65,665

II. APPROPRIATIONS The Directors wish to inform that there were no appropriations to any kind of specific or General Reserve of the Company during the year

under review as your Company has not commenced its commercial operations.

III. DIVIDEND The Company has not commenced its operations; your Directors do not recommend any dividend for the year 2012-2013.

IV. DEMERGER OF COMPANY During the year the Company had filed application under the Scheme of Arrangement (Demerger) with Hon’ble High Court of Judicature at

Madras. The Scheme was approved by Hon’ble High Court vide order dated 26th April, 2013 and effective from 3rd May, 2013.

The Company will transfer the entire properties, assets, liabilities, rights, operations, activities forming part of Phase- I, also referred to as “Demerged Undertaking or Tejomaya Undertaking” to L&T Tejomaya Limited, the Resulting Company.

V. AUDITORS’ REPORT The Auditors’ Report does not contain any qualifications.

VI. DEPOSITS The Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

VII. PERFORMANCE OF THE COMPANY The Directors wish to inform that your Company has recorded an Income of R 1,632.84 from operations and the expenditure incurred during

the year is R 1,328.11 Lakhs The Company has recorded a Profit after tax of R 147.66 Lakhs.

VIII. CAPITAL EXPENDITURE The Directors wish to inform that your Company has added Gross fixed assets amounting to R 10,704.54 Lakhs and accumulated depreciation

of R 1,092.76 Lakhs on account of demerger from the demerged Company. In addition to that, the Company has added R 1.16 Lakhs amount of fixed assets during the year, thereby the Gross fixed assets of the Company stood at R 10,705.71 Lakhs, accumulated depreciation stood at R 1,377.61 Lakhs and net fixed assets stood at R 9,328.10 Lakhs after charging off depreciation of R 284.85 Lakhs during the year.

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

• Conservation Of Energy There are no particulars to be disclosed as per the Companies’ (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. • Technology Absorption There was no Technology absorption during the year 2012- 13. • Foreign Exchange Earnings And Outgo There were no earnings or outgo in terms of Foreign Exchange during the year 2012-13.

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

of Employees) Rules, 1975.

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

Page 2: DIRECTORS’ REPORTS-1008 L&T TEJOMAYA LIMITED DIRECTORS’ REPORT The Directors have pleasure in presenting their 1st Directors report and Audited Accounts for the period ended March

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L&T TEJOMAYA LIMITED

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

ii. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for that period;

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

iv. That the annual accounts have been prepared on a going concern basis; and v. That proper systems are in place to ensure compliance of all laws applicable to the Company.

XII. DIRECTORS At present the Board comprises of Mr. Shrikant Joshi, Mr. Uma Charan Rath, Mr. G. V. Prasad, Mr. Subba Rao Dukkipati and Mr. T. Srinagesh. Mr. D. B. Raju resigned from the Board on September 30, 2012. Mr. Shrikant Joshi was appointed as Additional Director with effect from March 21, 2013. He holds office up to the date of the ensuing Annual

General Meeting. Resolution proposing his appointment will be placed before the shareholders for their approval. Mr. G. V. Prasad and Mr. T. Srinagesh hold office up to the date of ensuing Annual General Meeting and are eligible for re-appointment.

Resolution proposing their re-appointment will be placed before the shareholders for their approval.

XIII. AUDITORS The Auditors, M/s. Sharp & Tannan, Chartered Accountants, being statutory auditors of the Company hold office until the conclusion of the

ensuing Annual General Meeting and are recommended for reappointment.

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

XIV. COMPLIANCE WITH VOLUNTARY CORPORATE GOVERNANCE GUIDELINES, 2009 The Company has familiarized itself with the requirement of the Corporate Governance Voluntary Guidelines 2009 issued by the Ministry of

Corporate Affairs and it is in the process of implementing many of the suggestions. Our compliance with the said guidelines is given below -

A) Separation of Offices of Chairman & Chief Executive The Chairman is elected during each Board Meeting by the Directors from amongst those present. All the Directors are Non-Executive

and the role of Chairman is confined to the proper conduct of the Board Meeting.

B) Remuneration of Directors The Directors are not paid any remuneration by way of sitting fees, etc.

C) Independent Directors All the members of the Board of the Company are independent in the sense that none of them are involved in the day to day management

of the Company.

D) Number of Companies in which an Individual may become a Director The Directors of the Company comply with the requirements of the maximum number of other directorship prescribed under the Guidelines.

E) Responsibilities of the Board Presentations to the Board in areas such as financial results, business prospects etc. give the Directors, an opportunity to interact with

senior managers and other functional heads. Directors are also updated about their role, responsibilities and liabilities.

F) Statutory Auditors The Company has obtained a certificate from the auditors certifying its independence and arm’s length relationship with the Company.

The Company does not advocate rotation of Auditors as envisaged in these guidelines in view of the domain knowledge acquired by the Auditors over a period of time. However, the partners who sign the annual audited accounts are changed on a rotational basis.

G) Internal Auditors The Corporate Audit Services department of Larsen & Toubro Limited provides internal audit services to all its group companies including

the Company.

H) Internal Control The Board ensures the effectiveness of the Company’s system of internal controls including financial, operational and compliance controls

and risk management systems.

I) Secretarial Audit The Secretarial Audit, at regular intervals, is conducted by the Corporate Secretarial department of Larsen & Toubro Limited, which has

competent professionals to carry out the said audit.

ACKNOWLEDGEMENTSThe Directors acknowledge the invaluable support extended to the Company by the Bankers, employees of the Company and management staff of the Parent Company.

For and on behalf of the Board

Place : Mumbai SHRIKANT JOSHI U. C. RATH

Date : July 10, 2013 Director Director

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L&T TEJOMAYA LIMITED

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF L&T TEJOMAYA LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of L&T TEJOMAYA LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the period from July 11, 2012 to March 31, 2013 and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

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

Auditor’s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

b) in the case of the Statement of Profit and Loss, of the profit for the period from July 11, 2012 to March 31, 2013; and

c) in the case of the Cash Flow Statement, of the cash flows for the period from July 11, 2012 to March 31, 2013.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”), as amended, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956;and

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

SHARP & TANNANChartered Accountants

(Firm’s Registration No. 003792S)

V. VISWANATHANPlace : Chennai PartnerDate : July 26, 2013 Membership No. 215565

Page 4: DIRECTORS’ REPORTS-1008 L&T TEJOMAYA LIMITED DIRECTORS’ REPORT The Directors have pleasure in presenting their 1st Directors report and Audited Accounts for the period ended March

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L&T TEJOMAYA LIMITED

ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

With reference to the Annexure referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of the Independent Auditors’ Report to the members of L&T TEJOMAYA LIMITED on the financial statements for the period from July 11, 2012 to March 31, 2013, we report that:

(i) (a) The Company is maintaining proper records to show full particulars including quantitative details and situation of all fixed assets.

(b) Fixed assets have been physically verified by the management during the period and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets during the period so as to affect its going concern status.

(ii) The Company does not carry any inventory in its books and, hence reporting on clause 4(ii) (a), (b) and (c) of the Order relating to inventory does not arise.

(iii) (a) According to the information and the explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly reporting under clause 4 (iii) (b), (c) and (d) of the Order does not arise.

(b) According to the information and the explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly reporting under clause 4 (iii) (f) and (g) of the Order does not arise.

(iv) In our opinion, and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of fixed assets and for the sale of services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 and hence reporting under clause 4 (v) of the Order does not arise.

(vi) The Company has not accepted any deposit from the public within the meaning of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder. Hence reporting under clause 4(vi) of the Order does not arise.

(vii) The Company was incorporated during the year and is in the process of instituting an internal audit system.

(viii) We have broadly reviewed the books of account and records maintained by the Company pursuant to the rules prescribed by the central government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, the contents of these accounts and records have not been examined by us.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company is generally regular in depositing undisputed statutory dues including provident fund, income tax and other statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts payable in respect of provident fund, income tax and other statutory dues outstanding as at March 31, 2013 for a period of more than six months from the date from which they became payable.

(b) According to the information and explanations given to us, there are no statutory liabilities which have not been deposited on account of any dispute.

(x) The Company has been registered for a period of less than five years (date of incorporation is July 11, 2012) and hence reporting under clause 4 (x) of the Order does not arise.

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

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

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Hence reporting under clause 4(xiii) of the Order does not arise.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly reporting under clause 4(xiv) of the Order does not arise.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly reporting under clause 4 (xv) of the Order does not arise.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

(xvii) In our opinion and according to the information and explanations given to us, we report that no funds raised on short-term basis have been used for long term investments.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956, during the period.

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L&T TEJOMAYA LIMITED

(xix) The Company has not issued any debentures during the period. Hence, reporting under clause 4(xix) of the Order does not arise.

(xx) The Company has not raised any money by public issues during the period. Accordingly reporting under clause 4(xx) of the Order does not arise.

(xxi) During the course of our examination of the books and records of the Company carried out in accordance with generally accepted auditing practices followed in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed by us or reported during the period, nor have we been informed of such cases by the management.

SHARP & TANNANChartered Accountants

(Firm’s Registration No. 003792S)

V. VISWANATHANPlace : Chennai PartnerDate : July 26, 2013 Membership No. 215565

Page 6: DIRECTORS’ REPORTS-1008 L&T TEJOMAYA LIMITED DIRECTORS’ REPORT The Directors have pleasure in presenting their 1st Directors report and Audited Accounts for the period ended March

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L&T TEJOMAYA LIMITED

BALANCE SHEET AS AT MARCH 31, 2013As at March 31, 2013

Note R R

EQUITY AND LIABILITIES

Shareholders' funds

(a) Share capital 2 263,402,160

(b) Reserves and surplus 3 14,765,665

278,167,825

Non Current Liabilities

Non - current liabilities

(a) Long-term borrowings 4 536,979,263

(b) Deferred tax liabilities (net) 5 19,172,406

(c) Other long-term liabilities 6 3,568,664

(d) Long-term provisions 7 228,985

559,949,318

Current liabilities

(a) Trade payables 8 2,185,001

(b) Other current liabilities 9 140,754,773

(c) Short-term provisions 10 6,028,895

148,968,669

TOTAL 987,085,812

ASSETS

Non - current assets

(a) Fixed assets 11

(i) Tangible assets 932,809,842

(b) Long-term loans and advances 12 83,800

932,893,642

Current assets

(a) Trade receivables 13 715,886

(b) Cash and cash equivalents 14 26,063,315

(c) Short-term loans and advances 15 27,412,969

54,192,170

TOTAL 987,085,812

CONTINGENT LIABILITIES AND COMMITMENTS 26

SIGNIFICANT ACCOUNTING POLICIES 1

The schedules referred to above and the notes attached form an integral part of the financial statements.

As per our report attached

SHARP & TANNANChartered Accountants(Firm’s Registration No. 003792S)

For and on behalf of the Board

V. VISWANATHANPartnerMembership No: 215565

SHRIKANT JOSHI U. C. RATHDirector Director

Place : ChennaiDate : July 26, 2013

Place : MumbaiDate : July 10, 2013

Page 7: DIRECTORS’ REPORTS-1008 L&T TEJOMAYA LIMITED DIRECTORS’ REPORT The Directors have pleasure in presenting their 1st Directors report and Audited Accounts for the period ended March

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L&T TEJOMAYA LIMITED

STATEMENT OF PROFIT AND LOSS FOR THE PERIOD FROM JULY 11, 2012 TO MARCH 31, 2013

For the period fromJuly 11, 2012 toMarch 31, 2013

Note No. R

REVENUE

Revenue from operations 16 161,053,395

Other income 17 2,230,805

TOTAL REVENUE 163,284,200

EXPENSES

Operating expenses 18 12,445,289

Employee benefits expense 19 6,653,400

Finance costs 20 80,436,707

Depreciation and amortisation expense 11 28,484,687

Other expenses 21 4,791,410

TOTAL EXPENSES 132,811,493

PROFIT BEFORE TAX 30,472,707

Tax Expense

Current tax 10 (a) 5,741,000

Deferred tax 5 9,966,042

15,707,042

Profit for the period 14,765,665

Earnings per share (Basic and Diluted) 30 295.31

Face value per equity share 10.00

Significant accounting policies 1

The schedules referred to above and the notes attached form an integral part of the financial statements.

As per our report attached

SHARP & TANNANChartered Accountants(Firm’s Registration No. 003792S)

For and on behalf of the Board

V. VISWANATHANPartnerMembership No: 215565

SHRIKANT JOSHI U. C. RATHDirector Director

Place : ChennaiDate : July 26, 2013

Place : MumbaiDate : July 10, 2013

Page 8: DIRECTORS’ REPORTS-1008 L&T TEJOMAYA LIMITED DIRECTORS’ REPORT The Directors have pleasure in presenting their 1st Directors report and Audited Accounts for the period ended March

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L&T TEJOMAYA LIMITED

CASH FLOW STATEMENT FOR THE PERIOD FROM JULY 11, 2012 TO MARCH 31, 2013For the period from

July 11, 2012 to March 31, 2013R R

A. Cash flows from operating activitiesProfit before tax 30,472,707Adjustments for: Depreciation expense 28,484,687 Interest income (1,132,454) Interest expenses 80,436,707

107,788,940

Operating profit before working capital changes 138,261,647

Adjustments for:(Increase)/ decrease in trade receivables 6,481,249(Increase) / decrease in loans and advances (2,363,730)Increase/(decrease) in trade and other payables (12,467,897)

(8,350,378)

Net cash generated from operations 129,911,269Direct taxes paid / refund (net) –

Net cash flow from operating activities (A) 129,911,269

B. Cash flow from investing activities:Purchase of fixed assets (116,205)Cash and cash equivalents acquired pursuant to demerger 4,628,833Interest received 1,132,454

Net cash flow from / (used in) investing activities (B) 5,645,082

C. Cash flows from financing activitiesProceeds from long-term borrowings –Federal Bank Term Loan 593,093,702Repayment of long-term borrowings –Federal Bank Term Loan (12,365,850)UBI Term Loan (607,264,916)Interest paid (82,955,972)Proceeds from inter-corporate deposits 6,000,000Repayment of inter-corporate deposits (6,000,000)

Net cash flow from / (used in) financing activities (C) (109,493,036)

Net increase/(decrease) in cash and cash equivalents (A+B+C) 26,063,315Cash and cash equivalents at the beginning of the period –

Cash and cash equivalents at the end of the period 26,063,315

Notes:1. Cash Flow Statement has been prepared under the indirect method as set out in Accounting standard (AS) 3 “Cash Flow Statements” as

specified by the Companies (Accounting Standards) Rules, 2006, as amended.2. Pursuant to the scheme of demerger, all assets and liabilities pertaining to Phase I activities of L&T Tech Park Limited have been transferred

to the Company with effect from April 1, 2012 [Refer Note 23 infra]3. Cash and cash equivalents represent balances with banks on current accounts.

As per our report attached

SHARP & TANNANChartered Accountants(Firm’s Registration No. 003792S)

For and on behalf of the Board

V. VISWANATHANPartnerMembership No: 215565

SHRIKANT JOSHI U. C. RATHDirector Director

Place : ChennaiDate : July 26, 2013

Place : MumbaiDate : July 10, 2013

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L&T TEJOMAYA LIMITED

SCHEDULES FORMING PART OF ACCOUNTS

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES1. BASIS OF ACCOUNTING

a) Basis of accounting

The Company maintains its accounts on accrual basis following the historical cost convention in accordance with generally accepted accounting principles (“GAAP”), in compliance with the provisions of the Companies Act, 1956 and the Accounting Standards as specified in the Companies (Accounting Standards) Rules, 2006, (as amended), prescribed by the Central Government. However, certain escalation and other claims, which are not ascertainable /acknowledged by customers, are not taken into account.

b) Use of estimates

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

c) Revenue recognition

Revenue is recognised based on the nature of activity when consideration can be reasonably measured and there exists reasonable certainty of its recovery.

i) Revenue from operations is accounted on accrual basis based on the agreements with the customers. ii) Interest income is recognised on time proportion basis at applicable interest rates. iii) Other items of income are accounted as and when the right to receive arises.

d) Fixed assets

i) Fixed assets are stated at original cost, less accumulated depreciation, accumulated amortisation and cumulative impairment. ii) Administrative and other general overhead expenses that are specifically attributable to construction or acquisition of fixed assets or

bringing the fixed assets to working condition are allocated and capitalised as a part of the cost of the fixed assets.

e) Depreciation

i. Owned assets: Depreciation on assets is provided on a straight line basis at the rates specified in Schedule XIV of the Companies Act, 1956. In respect

of the following asset categories, depreciation is provided at higher rates in line with their estimated useful lives.

Category of asset Rate of Depreciation

(%)

Furniture and fixtures 10.00

Plant and Machinery

i) Office Equipment 25.00

ii) Air conditioning and refrigeration equipment 8.33

iii) Computers 16.67

iv) Laptops 25.00

v) Network Switch 16.67

Depreciation on additions to/deductions from assets is calculated pro rata from/to the month of additions/deductions. Depreciation charge for impaired assets is adjusted in future periods in such a manner that the revised carrying amount of the asset is

allocated over its remaining useful life.

ii. Leasehold land: Land acquired under long-term lease is classified under “tangible assets” and is depreciated over the period of lease.

f) Investments

i) Long term investments are carried at cost, after providing for any diminution in value, if such diminution is other than temporary in nature.

ii) Current investments are carried at lower of cost and fair value. The determination of carrying amount of such investments is done on the basis of weighted average cost of each individual investment.

g) Impairment of assets

As at each Balance Sheet date, the carrying amount of assets is tested for impairment so as to determine: i) the provision for impairment loss, if any, required; or ii) The reversal, if any, required for impairment loss recognized in previous periods.

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Impairment loss is recognised when the carrying amount of assets exceeds its recoverable amount.

Recoverable amount is determined:

i) in case of the individual asset, at the higher of the net selling price and value in use.

ii) in the case of cash generating unit, at the higher of the cash generating unit’s net selling price and the value in use.

Value in use is determined as the present value of estimated future cash flows from the continuing use of an asset and from its disposal at the end of its useful life.

h) Cash and cash equivalents

Cash and cash equivalents represents cash on hand and demand deposits with banks include short-term and highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

i) Employee benefits

i) Short Term Employee Benefits: All employee benefits payable wholly within twelve months of rendering the services are classified as short term employee benefits.

Benefits such as salaries, wages, short term compensated absences etc and the expected cost of bonus, exgratia are recognised in the period in which the employee renders the related service.

ii) Post-employment benefits

1) Defined contribution plans

State governed recognised provident fund linked with employee pension scheme is the Defined contribution plan. The contribution paid/payable under the schemes is recognized during the period in which the employee renders the related service.

2) Defined benefit plans The Company’s obligation towards gratuity is a defined benefit plan. The present value of the obligation under such defined benefit

plans is determined based on actuarial valuation using Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The obligation is measured at the present value of the estimated future cash flows.

Actuarial gains and losses are recognized immediately in the Statement of Profit and Loss.

Gains or losses on the curtailment or settlement of any defined benefit plan are recognised when the curtailment or settlement occurs. Past service cost is recognised as expense on a straight-line basis over the average period until the benefits become vested.

iii) Long term employee benefits The obligation for long term employee benefits such as long-term compensated absences is recognised in the similar manner as in the

case of defined benefit plans as mentioned in (ii)(2) above.

j) Borrowing costs

Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalized as part of such assets, till such time as the asset is ready for its intended use or for sale. A qualifying asset is an asset that necessarily takes a substantial period of time (ordinarily, a period of twelve months) to get ready for intended use or sale. All other borrowing costs are recognized as an expense in the period in which they are incurred.

k) Leases

i) Assets acquired on leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Lease rentals are charged to the Statement of Profit and Loss on accrual basis.

ii) Assets leased out under operating leases are capitalised and stated at original cost. Rental income is recognised on accrual basis over the lease term.

l) Taxes on income

i) Tax on income for the current period is determined on the basis of taxable income and tax credits computed in accordance with the provisions of the Income-Tax Act, 1961.

ii) Deferred tax is recognized on timing difference between the accounting income and the taxable income for the year and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.

iii) Deferred tax assets relating to unabsorbed depreciation/business losses are recognised and carried forward to the extent that there is a virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

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

m) Foreign currency transactions

i) The reporting currency of the Company is the Indian rupee.

SCHEDULES FORMING PART OF ACCOUNTS (CONTD.)

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SCHEDULES FORMING PART OF ACCOUNTS (CONTD.) ii) Foreign currency transactions are recorded on initial recognition in the reporting currency, using the exchange rate at the date of the

transaction. At each Balance Sheet date, foreign currency monetary items are recorded using the closing rate. Non-monetary items which are carried at historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

iii) Exchange differences that arise on settlement of monetary items or on reporting at each Balance Sheet date of the Company’s monetary items at the closing rate are recognised as income or expense in the period in which they arise.

n) Operating cycle for current/non-current classification

Operating cycle for the business activities of the Company is taken as twelve months for classification of its assets and liabilities into current/non-current.

o) Provisions, contingent liabilities and contingent assets

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

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

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

c) the amount of the obligation can be reliable estimated.

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

iii) Contingent liability is disclosed in the case of

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

b) a present obligation when no reliable estimate is possible; and

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

iv) Contingent assets are neither recognised, nor disclosed.

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

NOTE 2 : SHARE CAPITAL

As at March 31, 2013

Numbers R

Authorised

Equity shares of R 10/- each 500,000 5,000,000

Issued, subscribed and fully paid up:

Equity shares of R 10/- each 50,000 500,000

Total 50,000 500,000

Equity share suspense account [Refer Note below] 26,290,216 262,902,160

TOTAL 26,340,216 263,402,160

Note:

Equity share suspense represents 26,290,216 equity shares of R 10/- each fully to be issued to the shareholders of L&T Tech Park Limited [“the Demerged Company”] consequent to the Scheme of Arrangement and demerger becoming operational from the effective date, pending allotment [Refer Note 23 infra]

(a) Reconciliation of shares outstanding at the beginning and at the end of the period

2012-13

Numbers R

Issued on incorporation 50,000 500,000

At the end of the period 50,000 500,000

(b) Terms/ rights / restrictions attached to equity shares

The Company has only one class of equity shares which are issued at a par value of R 10/- per share.

Each holder of equity shares is entitled to one vote per share.

The shares issued carry equal rights to dividend declared by the Company and there are no restrictions attached to any specific shareholder.

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SCHEDULES FORMING PART OF ACCOUNTS (CONTD.)(c) Details of equity shares held by holding company

Name of the share holder

As at March 31, 2013

Numbers R

L&T Tech Park Limited 50,000 500,000

[Equity shares of R10/- each fully paid up]

(d) Shares in the Company held by each shareholder holding more than 5 percent shares

Name of the share holder

As at March 31, 2013

Numbers Shareholding %

L&T Tech Park Limited 50,000 100.00%

(e) The Company has not bought back any shares or issued shares for consideration other than cash or issued bonus shares since incorporation.

(f) The Company has not issued any security with the right / option to convert the same into equity shares at a later date. The Company has not reserved any shares for issue under options and contracts/ commitments for the sale of shares / disinvestments.

As at March 31, 2013

R

NOTE 3 : RESERVES AND SURPLUS

Surplus

Profit for the period 14,765,665

TOTAL 14,765,665

NOTE 4 : LONG-TERM BORROWINGS

Secured

Term loan from Federal Bank 536,979,263

TOTAL 536,979,263

(a) Terms of repayment and other conditions Term loan from Federal Bank is repayable in 108 equal monthly instalments of R 86.74 lakhs each and carry an interest rate of Base Rate plus

0.55%

(b) Nature of security Term loan from Federal Bank is secured by first charge of all rent, fee, premium or any amount which are due, owing or which may at any time

hereafter become due or owing to the Company in respect of the property “Tejomaya” located at Kochi and mortgage by way of deposit of title deeds of the said property.

As at March 31, 2013

R

NOTE 5 : DEFERRED TAX LIABILITIES (NET)

(i) Deferred tax liabilities:

a) Difference between book and tax depreciation 109,603,567

109,603,567

(ii) Deferred tax assets:

a) Provision for gratuity and leave encashment 170,485

b) Unabsorbed losses and depreciation under the Income Tax Act, 1961 [Refer Note (a) below] 90,260,676

90,431,161

Net Deferred tax liability/ (asset) [(i) - (ii)] 19,172,406

Less: Deferred tax liability (net) taken over pursuant to demerger 9,206,364

Net increase / (decrease) in deferred tax liability charged / (credited) to Statement of Profit and Loss 9,966,042

(a) Deferred tax assets of R 90,260,676 relating to unabsorbed losses and depreciation are recognised in the books as there is virtual certainty that such deferred tax assets can be realised against future taxable profits as evidenced by existing lease rental agreements.

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SCHEDULES FORMING PART OF ACCOUNTS (CONTD.)

As at March 31, 2013

R

NOTE 6 : OTHER LONG-TERM LIABILITIES

Building Cess - Labour Welfare Fund [Refer note (a) below] 3,568,664

TOTAL 3,568,664

(a) The amount represents Building Cess payable to “Building and other Construction Workers Welfare Board” of Kerala on completion of construction of Phase - 2 building by the Company and its assessment by the aforesaid authority, which is not expected to happen in the next 12 months.

NOTE 7 : LONG-TERM PROVISIONS

Provision for employee benefits

– Compensated absences [Refer Note 26 infra] 228,985

TOTAL 228,985

NOTE 8 : TRADE PAYABLES

Due to :

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

– Holding Company 2,185,001

TOTAL 2,185,001

(a) There has been no transaction during the period with Micro and Small Enterprises covered under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. Hence, reporting on overdue amounts and interest payable thereon does not arise.

NOTE 9 : OTHER CURRENT LIABILITIES

Current maturities of long term borrowings (Secured)

– Federal Bank 43,748,589

Interest accrued but not due on borrowings 4,446,944

Security deposits from tenants 86,641,260

Due to related parties

– Ultimate holding Company 238,612

– Fellow subsidiary 4,466,177

Liability for expenses 1,003,322

Other payables 209,869

TOTAL 140,754,773

NOTE 10 : SHORT-TERM PROVISIONS

Provision for employee benefits [Refer Note 26 infra]

– Compensated absences 16,981

– Gratuity 270,914

Provision for current tax [Refer Note (a) below] 5,741,000

TOTAL 6,028,895

(a) Provision for current tax amounting to R 5,741,000 has been made under Section 115JB of the Income Tax Act, 1961 (Minimum Alternate Tax) since there is no tax liability under conventional method of computation of income for the year.

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NOTE 11 : FIXED ASSETS(a) Tangible assets

TANGIBLE ASSETS

COST / VALUATION DEPRECIATION BOOK VALUE

Additions on account of demerger

Additions during the

year

Deductions during the

year

As at March 31, 2013

Additions on account of demerger

For the year On deductions

Up to March 31, 2013

As at March 31, 2013

R R R R R R R R R

Land

Leasehold land 10,652,261 – – 10,652,261 753,213 118,358 – 871,571 9,780,690

Subtotal 10,652,261 – – 10,652,261 753,213 118,358 – 871,571 9,780,690

Buildings

Leased out 753,650,473 753,650,473 48,177,214 12,284,503 – 60,461,717 693,188,756

Subtotal 753,650,473 – 753,650,473 48,177,214 12,284,503 – 60,461,717 693,188,756

Plant and equipment

Leased Out 281,245,340 281,245,340 53,031,283 13,488,984 – 66,520,267 214,725,073

Subtotal 281,245,340 – – 281,245,340 53,031,283 13,488,984 – 66,520,267 214,725,073

Computers

Owned 1,002,062 – 1,002,062 619,322 146,465 – 765,787 236,275

Subtotal 1,002,062 – 1,002,062 619,322 146,465 – 765,787 236,275

Furniture and fixtures

Owned 257,856 257,856 194,082 17,424 – 211,506 46,350

Leased Out 23,507,762 23,507,762 6,437,261 2,384,439 – 8,821,700 14,686,062

Subtotal 23,765,618 – 23,765,618 6,631,343 2,401,863 – 9,033,206 14,732,412

Office equipment

Owned 57,488 116,205 173,693 26,565 37,470 – 64,035 109,658

Subtotal 57,488 116,205 – 173,693 26,565 37,470 – 64,035 109,658

Other assets

Owned

Air conditioners 66,850 – – 66,850 22,829 7,044 – 29,873 36,977

Photographic equipment 14,400 – – 14,400 14,399 – – 14,399 1

Subtotal 81,250 – – 81,250 37,228 7,044 – 44,272 36,978

Total 1,070,454,492 116,205 – 1,070,570,697 109,276,168 28,484,687 – 137,760,855 932,809,842

(b) Impairment of assets

The Company has reviewed the value-in-use of fixed assets based on future discounted cash flows and has satisfied that the recoverable amount of fixed assets is more than the amount carried in the books. Accordingly, no provision for impairment is required to be made in these financial statements.

As at March 31, 2013

R

NOTE 12 : LONG-TERM LOANS AND ADVANCES

Unsecured, considered good

Security deposits 83,800

TOTAL 83,800

SCHEDULES FORMING PART OF ACCOUNTS (CONTD.)

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SCHEDULES FORMING PART OF ACCOUNTS (CONTD.)

As at March 31, 2013

R

NOTE 13 : TRADE RECEIVABLES

Unsecured

Trade receivables exceeding six months

- considered good –

- considered doubtful 8,578

8,578

Other debts

- considered good 715,886

724,464

Less: Allowance for doubtful debts 8,578

TOTAL 715,886

NOTE 14 : CASH AND CASH EQUIVALENTS

Balances with banks on current accounts 26,063,315

TOTAL 26,063,315

NOTE 15 : SHORT-TERM LOANS AND ADVANCES

Unsecured, considered good

Due from related parties

- Holding company 2,782,907

Advance income taxes - earlier years (net of provisions) 17,525,621

Prepaid expenses 4,140,714

Other advances [Refer Note (a) below] 2,963,727

TOTAL 27,412,969

(a) Other advances include an amount of R 2,644,720 remitted by a lessee towards ESI contribution in March 2008, on behalf of the demerged Company [Refer Note 23 infra ] for which the demerged company is not liable as per ESI notification dated June 14, 1999. The Social Security Officer has submitted inspection reports in this regard to Deputy Director of ESI Corporation which are favourable to the demerged company. However, the Deputy Director, ESIC rejected the claim and hence the demerged company has filed a case before the ESI Court Ernakulam on July 20, 2011. The ESIC filed a counter affidavit on June 29, 2012 for which the demerged company filed the reply.

The case is posted for hearing in July 2013 and the Company is confident of obtaining a favourable judgment.

For the period fromJuly 11, 2012 toMarch 31, 2013

R

NOTE 16 : REVENUE FROM OPERATIONS

Sale of services

Lease rentals 161,053,395

TOTAL 161,053,395

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Partuculars

For the period fromJuly 11, 2012 toMarch 31, 2013

R

NOTE 17 : OTHER INCOME

Interest on income tax refund 1,132,454

Miscellaneous income 1,098,351

TOTAL 2,230,805

NOTE 18 : OPERATING EXPENSES

Maintenance of buildings 12,445,289

TOTAL 12,445,289

NOTE 19 : EMPLOYEE BENEFITS EXPENSE

Salaries and allowances 2,831,115

Cost of services 3,173,105

Contribution to / provision for

(a) Provident fund 131,828

(b) Gratuity 96,786

(c) Compensated absences 174,404

403,018

Staff welfare expenses 246,162

TOTAL 6,653,400

NOTE 20 : FINANCE COSTS

Interest on term loans 78,693,588

Interest on Inter-corporate deposits 260,384

Upfront fee paid to Federal bank 1,482,735

TOTAL 80,436,707

NOTE 21 : OTHER EXPENSES

Power and fuel 200,740

Rates and taxes 1,274,965

Traveling and conveyance 1,025,440

Insurance 841,905

Preliminary expenses written off 39,340

Provision for doubtful debts 8,578

Legal and professional charges [Refer Note (a) below] 1,064,317

Miscellaneous expenses 336,125

TOTAL 4,791,410

SCHEDULES FORMING PART OF ACCOUNTS (CONTD.)

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(a) Legal and professional charges include auditor’s remuneration (excluding service tax) as follows -

Partuculars

For the period fromJuly 11, 2012 toMarch 31, 2013

R

Statutory audit fee 30,000

TOTAL 30,000

NOTE 22 : The Company was incorporated on July 11, 2012 and accordingly, the financial statements have been prepared for the period from July 11, 2012 to March 31, 2013.

NOTE 23 : DEMERGERa) Pursuant to the Scheme of Arrangement and Demerger (“the Scheme”) under Section 391 to 394 of the Companies Act, 1956 between L&T

Tech Park Limited (“the demerged company”) and L&T Tejomaya Limited (“the resulting company”) approved by the Honorable High Court of Judicature at Madras on April 26, 2013 -

i. all rights (inclusive of the leasehold rights), assets, liabilities, business operations and activities pertaining and relating to Phase I (including 50% undivided share of common driveway) carried out by L&T Tech Park Limited (“the demerged undertaking”) as on the appointed date (April 1, 2012) have been transferred to the Company at their respective book values.

ii. The summary of assets and liabilities transferred from L&T Tech Park Limited as on April 1, 2012 is as given below -

Particulars R R

Fixed assets (net) 961,178,324

Long-term loans and advances 2,728,520

Current assets 33,730,487

997,637,331

Less:

Long-term borrowings 537,717,208

Deferred tax liabilities (net) 9,206,364

Other long-term liabilities 3,568,664

Current liabilities and provisions 184,242,935

(734,735,171)

Net assets transferred 262,902,160

iii. As consideration for the value of net assets transferred, the Company shall issue 26,290,216 equity shares of R 10/- each as fully paid-up aggregating to R 262,902,160 to the existing shareholders of L&T Tech Park Limited as on the record date in the ratio of 10,063 equity shares of R 10/- each fully paid-up of the Company for every 10,000 equity shares of R 10/- each held in L&T Tech Park Limited.

iv. the results for the period from July 11, 2012 to March 31, 2013 are after giving effect to the Scheme of Arrangement with L&T Tech Park Limited the whereby Phase I business activities of L&T Tech Park Limited was demerged into the Company with appointed date of April 1, 2012.

v. all the employees engaged in the demerged undertaking of the demerged company shall become the employees of the resulting Company on the same terms and conditions and on the basis that their service shall have been continuous and shall not be interrupted by reason of the demerger. Provident fund, gratuity fund and any other special fund existing for the benefit of the employees of the demerged undertaking of the demerged company shall be administered by the resulting company, upon the scheme becoming effective. All rights, duties, power and obligation of the demerged company in relation to such funds shall become those of the resulting Company.

vi. all legal or other proceedings initiated by or against the demerged company in respect of the demerged undertaking shall be transferred in the name of the resulting company and be continued, prosecuted and enforced by or against the resulting company to the exclusion of the demerged company.

vii. As per the Scheme, during the period between the Appointed date and the Effective date (May 3, 2013), L&T Tech Park Limited is deemed to have carried on its business and activities relating to the demerged undertaking and shall stand possessed of all its assets and properties in “trust” on behalf of the Company. Further all profits or incomes earned and losses and expenses incurred towards the demerged undertaking for the year, shall for all purposes, be deemed to be profits or income or losses or expenditure respectively, of the Company.

viii. The title deeds for immovable properties, licenses, agreements, loan documents etc. pertaining to the demerged undertaking are in the process of being transferred in the name of the Company.

SCHEDULES FORMING PART OF ACCOUNTS (CONTD.)

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SCHEDULES FORMING PART OF ACCOUNTS (CONTD.)NOTE 24 : LEASEHOLD LAND:a) The Company has applied for approval as co-developer of Infoparks Special Economic Zone from the Board of Approvals, Ministry of Commerce,

Government of India.

b) L&T Tech Park Limited (“the demerged company”) had taken on lease 7.44 acres of land as stated below for a period of 90 years from the date of lease deed at Kakkanad, Kochi from Infoparks, Kerala, a society registered under the Travancore Cochin Literary Scientific Charitable Societies Registration Act, 1955, to develop buildings and other support infrastructure and amenities and market the buildings for Information Technology (IT) & IT-related use:

a) 4.00 acres vide lease deed dated September 8, 2005

b) 3.09 acres vide lease deed dated January 23, 2007

c) 0.35 acre vide lease deed dated April 26, 2007

Pursuant to the scheme of demerger, from the above mentioned leasehold land, the area admeasuring 3.03 acres (including 0.12 acres representing 50% undivided share of common driveway) pertaining to Phase I business have been transferred to the Company.The Company is in the process of obtaining necessary approvals for such transfer.

NOTE 25 :a) Contingent liabilities:

As per the order issued by the Kerala State Electricity Board (“KSEB”) with the approval of Kerala State Electricity Regulatory Commission (“KSERC” or “the licensee”), the demerged company had been allotted the energy consumption quota in the year 2008 - 09. The quota set by the licensee for distribution of power was contested by the demerged company by appealing to the State Electricity Ombudsman who had ruled in favour of the demerged company on April 30, 2009. This has resulted in a refund of R 997,916/- to the demerged company from the licensee. In 2011 -12, pursuant to a review petition filed by the licensee to State Electricity Ombudsman, the case was re-opened and this time the current State Electricity Ombudsman has passed an order dated August 1, 2011 in favour of the licensee, thereby requiring the licensee to re-fix the quota and reassess the amount payable and raise demand accordingly within 15 days from the date of receipt of the order. However, the licensee has not raised any demand on the demerged company till date. The demerged company has filed a writ petition before theHonorable High Court of Kerala onJanuary 27, 2012 challenging the above unfavorable order. The Honorable High Court has passed an interim order dated March 21, 2012 asking the respondents to maintain status-quo till the case is concluded. When the case came up for hearing, Honorable High Court has quashed the earlier two orders passed by the Ombudsman and has directed Kerala State Electricity Regulatory Commission (KSERC) to fix monthly power Quota giving due consideration to all the points raised by the demerged company in the Petition.

Pursuant to the scheme of demerger, the legal proceedings initiated by the demerged company have been transferred in the name of L&T Tejomaya Limited. The Company will file the application within two weeks before the Kerala State Electricity Regulatory Commission on receipt of the order from the Honorable High Court.Based on the opinion from Company’s legal counsel, the Company is confident of winning the case and hence no estimate has been made for this contingency.

b) Capital Commitment as at March 31, 2013 is R NIL

NOTE 26 : DISCLOSURE PURSUANT TO ACCOUNTING STANDARD (AS) 15 “EMPLOYEE BENEFITS”Pursuant to the scheme of demerger, all the employees pertaining to the demerged undertaking along with their employee benefit liabilities have been transferred to the Company with effect from 1st April 2012.

a) Defined contribution plans:

Contribution to Provident Fund of R 131,828 is recognised as an expense and included in “Employee benefit expenses” under Note 19 in the Statement of Profit and Loss.

b) Defined benefit plans:

The actuarial assumptions under which the provisions for Gratuity and leave encashment made are as under:

(i) The amounts recognized in Statement of Profit and Loss are as follows:

Particulars Gratuity Plan (R)

For the period fromJuly 11, 2012 toMarch 31, 2013

1. Current Service Cost 24,810

2. Interest Cost 22,146

3. Expected (return) on plan assets –

4. Actuarial losses / (gains) 49,830

5. Past service cost –

6. Effect of any curtailment or settlement –

7. Actuarial gain / (loss) not recognised in books –

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SCHEDULES FORMING PART OF ACCOUNTS (CONTD.)

Particulars Gratuity Plan (R)

For the period fromJuly 11, 2012 toMarch 31, 2013

8. Adjustment for earlier year –

Total ( 1 to 8) 96,786

I Amount included in " Employee benefit expenses" 96,786

II Amount included as part of " interest " –

Total ( I + II) 96,786

Actual return on plan assets –

(ii) The change in the present value of defined benefit obligation representing reconciliation ofOpeningand closing balances thereof are as follows:

Particulars Gratuity Plan (R)

For the period from July 11, 2012 to March 31, 2013

Opening balance of the present value of defined benefit obligation 2,76,826

Add: Current service cost 24,810

Add: Interest cost 22,146

Add/ (Less): Actuarial Losses/ (gains) 49,830

Less: Benefits Paid (102,698)

Add: Past service cost –

Less: Effect of any curtailment or settlement –

Closing balance of the present value of defined benefit obligation 270,914

(iii) Provision for leave encashment is made on actuarial valuation basis assummarized below:

Summary of leave salary valuation As at March 31, 2013

A. Summary of Staff data

1. Retirement Age 58

2. No of Employees 2

3. Projected actuarial value of benefit obligation R 2,45,966

B. Principle rules to compute Benefit Obligations

1. Salary reckoned for calculating benefit obligations As per rule of the Company

2. Benefit formula for all exits As per rule of the company

C. Mean Financial Assumptions

Interest Rate for discount per unit per annum 8.00%

Salary escalation rate per unit per annum 6.00%

D. Mean Demographic Assumptions

1. Mortality Rate LIC 94-96 Rates

2. Attrition Rate 5%

3. Disability / ill health retirement No explicit assumption

NOTE 27 : Borrowing cost capitalized during the period R Nil

NOTE 28 : SEGMENT REPORTINGThe Company operates in the single segment of leasing of office space. Hence disclosure of primary segment under Accounting Standard (AS) 17-”Segment Reporting” does not arise.

The entire operations of the Company are within India and hence reporting details of secondary segments does not arise. All fixed assets of the Company are located in India.

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SCHEDULES FORMING PART OF ACCOUNTS (CONTD.)NOTE 29 : DISCLOSURE OF RELATED PARTIES / RELATED PARTY TRANSACTIONS.a) List of related partieswhere control exists / transactions were carried out

(i) Holding companies

1) Larsen & Toubro Limited (Ultimate Holding Company)

2) L&T Realty Limited (Holding Company of L&T Urban Infrastructure Limited)

3) L&T Urban Infrastructure Limited (Holding Company of L&T Tech Park Limited)

4) L&T Tech Park Limited (Holding Company)

(ii) Fellow subsidiaries

1) L&T Infocity Limited

b) Details of transactions with related parties -

Name/Relationship/Nature of transaction For the period from July 11, 2012 to March 31, 2013

i. Ultimate holding Company Larsen & Toubro Limited • Cost of services to • Payroll processing fee expenses • Advance paid and adjusted

–180,000

2,520,404

ii. Holding Company L&T Urban Infrastructure Limited • Business support services • Inter Corporate Deposits availed • Repayment of Inter Corporate Deposits

3,173,1056,000,0006,000,000

L&T Tech Park Limited • Reimbursement of expenses incurred from 2,782,907

c) Amount due to and due from related parties (Net) :

Name/Relationship As at March 31, 2013

Due to Due from

i. Larsen & Toubro Limited

(Ultimate holding company)

• Reimbursement of expenses incurred to 238,612 –

Total 238,612 –

L&T Tech Park Limited

(Holding company)

• Reimbursement of expenses incurred to – 2,782,907

ii. L&T Urban Infrastructure Limited

(Holding company)

• Cost of services 2,185,001 –

Total 2,185,001 –

iii Fellow Subsidiaries

L&T Infocity Limited

• Facility Management Consultancy charges 1,042,274 –

• Interest on Inter corporate deposit 714,827 –

• Reimbursement of expenses incurred to 2,709,076 –

Total 4,466,177 –

d) There are no amounts pertaining to related parties that have been written off or written back during the period.

Page 21: DIRECTORS’ REPORTS-1008 L&T TEJOMAYA LIMITED DIRECTORS’ REPORT The Directors have pleasure in presenting their 1st Directors report and Audited Accounts for the period ended March

S-1028

L&T TEJOMAYA LIMITED

SCHEDULES FORMING PART OF ACCOUNTS (CONTD.)NOTE 30 : Basic and diluted earnings per share [EPS] computed in accordance with Accounting Standard (AS) 20 “Earnings per Share”

Particulars For the period from July 11, 2012 to March 31, 2013

Profit after tax (R) A 14,765,665

Number of equity shares outstanding B 500,000

Weighted Average number of equity Shares C 500,000

Earnings per share - Basic and Diluted (R) D = A / C 295.31

Face value of an equity share (R) 10.00

NOTE 31 : The demerged company had entered into a lease agreement with one of its tenants on April 1, 2009 according to which the monthly rental had to be increased by 15% to R 285,971 (excluding maintenance charges) with effect from April 1, 2011. The tenant through his letter dated

June 7, 2011 had contested the terms of agreement as being unfair and refused to pay the rent. The demerged company has accrued rental income to the extent the security deposit was adequate to appropriate against the dues. Accordingly, the rental income for the year 2012-13 of R 4,055,532 (Previous year R 675,922) has not been recognized as the recoverability of the same is doubtful. The demerged company has initiated eviction procedure against the tenant by issuing a statutory notice on March 2, 2012. The balance unadjusted security deposit as at March 31, 2012 amounting to R 92,325 has been included in Note 9 accompanying the financial statements under “Security deposits from tenants”.

In April 2012, the demerged company had filed an Eviction Petition under the Rent Control Act against which a counter petition has been filed by the tenant. The Rent Control Court has postponed the hearing to June 2013. Pursuant to the scheme of demerger, the legal proceedings initiated by the demerged company have been transferred in the name of L&T Tejomaya Limited

NOTE 32 : This being the first period of financial statements of the Company, reporting comparative figures of the previous period does not arise.

As per our report attached

SHARP & TANNANChartered Accountants(Firm’s Registration No. 003792S)

For and on behalf of the Board

V. VISWANATHANPartnerMembership No: 215565

SHRIKANT JOSHI U. C. RATHDirector Director

Place : ChennaiDate : July 26, 2013

Place : MumbaiDate : July 10, 2013