L&T REALTY LIMITED DIRECTORS’ REPORT Your Directors have pleasure in presenting the Fifth Annual Report along with Accounts for the year ended March 31, 2013. PERFORMANCE OF THE COMPANY The Company is currently participating in a couple of real estate development projects by participating in Limited Liability Partnerships (LLP) formed for the same. The Company has earned income on the loans it has given to the LLP’s for these projects as well as from investments of temporary surplus funds in liquid instruments. The Company had acquired 15 acres of land at Vizag in the year 2008. In the current market scenario, it was found that it would not be economically feasible to develop the said land. In view of the same, the Company has executed a Memorandum of Understanding with a prospective buyer for sale of the said land. The transaction will be completed during 2013-14 after receipt of certain regulatory approvals. FINANCIAL RESULTS Particulars 2012-13 2011-12 v in Lakhs v in Lakhs Other Income 6,684.65 1,021.71 Less: Administrative Expenses 316.73 199.56 Interest Cost 6,272.38 739.57 Profit / (Loss) before Depreciation & Tax 95.54 82.58 Less: Depreciation 3.95 – Profit / (Loss) before Tax 91.59 82.58 Less: Tax Expense 19.62 27.00 Profit / (Loss) after Tax 71.97 55.58 DIVIDEND The Directors do not recommend any dividend for the current year. CAPITAL EXPENDITURE The Net fixed assets stood at v 2,503.12 Lakhs after charging off depreciation to an extent of v 3.95 Lakhs as on March 31, 2013. DEPOSITS The Company has not accepted any deposits from the public. AUDITORS’ REPORT The Auditors’ report does not contain any qualifications. The notes to the accounts referred to in the Auditors’ report are self explanatory and do not call for any further comments of Directors. DISCLOSURE OF PARTICULARS As the Company is involved in the development of real estate, the particulars to be disclosed as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 does not apply. PARTICULARS OF EMPLOYEES There are no employees covered by the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975. During the year, Mr. Shrikant Joshi resigned as the Chief Executive and Manager of the Company w.e.f. March 1, 2013. The Board of Directors at their meeting held on February 25, 2013 appointed Mr. Shyam Narain Seth as the Manager of the Company under the Companies Act w.e.f. March 1, 2013. SUBSIDIARY COMPANIES The Company has three wholly owned subsidiaries viz. L&T Urban Infrastructure Limited, L&T Realty FZE and Chennai Vision Developers Private Limited. As required by Section 212 of the Companies Act, 1956, the accounts of the subsidiary companies are enclosed. The Company has initiated proceedings under the Companies Act to merge L&T Urban Infrastructure Limited into itself. DIRECTORS’ RESPONSIBILITY STATEMENT The Board of Directors of the Company confirms: i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed 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 or loss 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 accounts have been prepared on a going concern basis; and S-876 L&T REALTY LIMITED v. that the Company has adequate internal systems and controls in place to ensure compliance of laws applicable to the Company. DIRECTORS Mr. A. M. Naik, Mr. R. N. Mukhija, Mr. Shailendra Roy and Mr. Shrikant Joshi are the current Directors of the Company. Mr. D. B. Raju resigned from the Board of Directors with effect from November 16, 2012, after his superannuation from Larsen & Toubro Limited. The Board places on record its appreciation of the services rendered by Mr. D. B. Raju during his tenure as Director of the Company. Mr. Shrikant Joshi has been appointed as a director to fill up the casual vacancy with effect from March 1, 2013. Mr. R. N. Mukhija retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. AUDIT COMMITTEE Pursuant to the re-constitution of the Board, the Audit Committee has also been re-constituted during the year and currently comprises of Mr. R. N. Mukhija, Mr. Shailendra Roy and Mr. Shrikant Joshi with Mr. R. N. Mukhija as the Chairman. REMUNERATION COMMITTEE The Remuneration Committee comprises of Mr. A. M. Naik as Chairman and Mr. R. N. Mukhija and Mr. Shailendra Roy as members. AUDITORS The Auditors, M/s Sharp and Tannan, hold office until the conclusion of the ensuing Annual General Meeting. The Directors recommend that M/s Sharp and Tannan, Chartered Accountants be appointed as the Statutory Auditors of the Company at the forthcoming Annual General Meeting of the Company to hold office till the conclusion of the next Annual General Meeting of the Company. Mr. R. D. Kare, partner of M/s Sharp & Tannan, has signed the Auditors Report of the Company for the current year. CORPORATE GOVERANANCE VOLUNTARY 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. A gist of our compliance with the said guidelines is given below. • 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. The Directors of the Company are the persons of integrity with rich experience, managerial qualities and expertise. • Number of Companies in which an Individual may become a Director The Company has apprised its Board members about the restriction on number of other directorships and the same is being complied with. • Responsibilities of the Board Presentations to the Board are made in the areas such as financial results, budgets, business prospects, etc. Directors are also updated about their role, responsibilities and liabilities. Systems, procedures and resources are available to ensure that every Director is supplied, in a timely manner, with precise and concise information in a form and of a quality appropriate to effectively enable/ discharge his duties. The Directors are given time to study the data and contribute effectively to Board discussions. The Directors, through their interactions and deliberations, give suggestions for improving overall effectiveness of the Board. The system of risk assessment and compliance with statutory requirements are in place. • Statutory Auditors 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 signing partners are rotated at regular frequency. • Internal Auditors Internal Audit is conducted by the Corporate Audit Services department of Larsen & Toubro Limited. • 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. • Secretarial Audit The Secretarial Audit is conducted by Corporate Secretarial department of Larsen & Toubro Limited, which has competent professionals to carry out the said audit. • Related Party Transactions The Board hereby states that the details of all the related party transactions form part of accounts as required by AS-18 and the same are given in the Schedules & Notes to Accounts. ACKNOWLEDGEMENTS Your Directors place on record their appreciation of the services of all the employees for their contribution. The Directors also wish to thank the regulatory authorities and the stakeholders for their continued co-operation and support to the Company. For and on behalf of the Board Place : Mumbai R. N. MUKHIJA SHRIKANT JOSHI Date : April 13, 2013 Director Director S-877 L&T REALTY LIMITED AUDITORS’ REPORT INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF L&T REALTY LIMITED Report on the financial statements We have audited the accompanying financial statements of L&T REALTY LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s responsibility for the financial statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal controls 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.