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. 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 year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Report on other legal and regulatory requirements 1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) 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 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 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 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 comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and e. on the basis of written representations received from directors as on March 31, 2013, and taken on record by the board of directors, we report that 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 & TANNAN Chartered Accountants Firm registration no. 109982W
R. D. KARE Place : Mumbai Partner Date : April 13, 2013 Membership No. 8820
S-878 L&T REALTY LIMITED
ANNEXURE TO THE AUDITORS’ REPORT (Referred to paragraph (1) of our report of even date) (1) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. (b) The physical verification of the fixed assets has been carried out by management during the year and no material discrepancies were noticed on such verification. (c) The Company has classified a substantial part of its fixed assets as held for sale, however, it does not affect its going concern status. (2) The Company has no inventories and accordingly paragraphs 4(ii) (a), (b) and (c) of the Order are not applicable. (3) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii) (b), (c) and (d) of the Order are not applicable. (b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, to companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii) (f) and (g) of the Order are not applicable. (4) In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets. 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. (5) In our opinion, and according to the information and explanations given to us, there are no transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (v) (a) and (b) of the Order are not applicable. (6) The Company has not accepted deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable. (7) In our opinion the Company has an internal audit system commensurate with the size and nature of its business. (8) The Company is not required to maintain cost records under Section 209 (1) (d) of the Companies Act 1956, and accordingly paragraph 4 (viii) of the Order is not applicable. (9) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including income tax, service tax and other material statutory dues with the appropriate authorities. According to the information and explanations given to us, there were no undisputed amounts payable in respect of income tax, service tax and other statutory dues outstanding as at March 31, 2013 for a period of more than six months from the date they became payable. (b) According to information and explanations given to us, particulars of statutory liabilities as at March 31, 2013 which have not been deposited on account of a dispute pending is as under: Name of statute Nature of dispute Amount v Period to which the Forum where disputes amount relates are pending Income-tax Act, 1961 Dispute regarding 35,90,290 Financial year 2009-10 Commissioner of Income disallowance of expense Tax (Appeals) (10) The accumulated losses of the Company as at the end of the financial year are less than fifty per cent of its net worth. The Company has not incurred cash losses in the current financial year or in the immediately preceding financial year. (11) According to the information and explanations given to us, the Company has neither availed any loans from banks or financial institutions, nor has it issued any debentures. Accordingly, paragraph 4 (xi) of the Order is not applicable. (12) 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. (13) The Company is not a chit fund / nidhi / mutual benefit fund / society; accordingly, paragraphs 4(xiii), (a), (b), (c) & (d) of the Order are not applicable. (14) According to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, paragraph 4 (xiv) of the Order is not applicable. (15) The Company has not given any guarantee for loans taken by others from banks or financial institutions. (16) The Company has not availed term loans and accordingly paragraph 4 (xvi) of the Order is not applicable. (17) According to the information and explanations and on overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investments. (18) The Company has not made any preferential allotment of shares during the year under audit and accordingly paragraph 4 (xviii) of the Order is not applicable. (19) The Company has not issued any debentures during the year and accordingly paragraph 4 (xix) of the Order is not applicable. (20) The Company has not raised any money by public issues during the year. (21) During the course of our examination of the books and the records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during the period, nor have we been informed of such cases by management. SHARP & TANNAN Chartered Accountants Firm registration no. 109982W
R. D. KARE Place : Mumbai Partner Date : April 13, 2013 Membership No. 8820
S-879 L&T REALTY LIMITED
BALANCE SHEET AS AT MARCH 31, 2013
Particulars As at 31.03.2013 As at 31.03.2012 Note No. vvvv EQUITY AND LIABILITIES Shareholders’ funds Share Capital A 471,607,000 471,607,000 Reserves and Surplus B (19,604,677) (26,801,877) 452,002,323 444,805,123 Advance Towards Equity Commitment A(II) 1,528,393,000 1,528,393,000 Non-Current Liabilities Deferred Tax Liability M(5) 95,330 – Current Liabilities Short-term borrowings C(I) 7,354,235,714 4,650,000,000 Trade payables C(II) 8,573,568 19,144,388 Other current liabilities C(III) 5,751,196,595 5,537,658,988 13,114,005,877 10,206,803,376
TOTAL 15,094,496,530 12,180,001,499
ASSETS Non-Current Assets Fixed Assets Tangible Assets D (I) 246,928,702 246,713,000 Intangible Assets D(II) 3,383,429 – Intangible assets under development D(II) – 1,600,000 250,312,131 248,313,000 Non-current investments E 7,122,977,390 7,122,877,400 Long-term loans and advances F 4,912,425,000 3,650,000,000 Current Assets Current investments G(I) 3,127,149 – Cash and bank balances G(II) 1,869,933 51,274,669 Short term loans and advances G(III) 2,803,784,927 1,107,536,430 2,808,782,009 1,158,811,099
TOTAL 15,094,496,530 12,180,001,499
CONTINGENT LIABILITIES H COMMITMENTS (Capital and others) M(6) SIGNIFICANT ACCOUNTING POLICIES L OTHER NOTES FORMING PART OF ACCOUNTS M
As per our report attached For and on behalf of the Board SHARP & TANNAN Chartered Accountants (Firm Registration No. 109982W)
R. D. KARE SHYAM NARAIN SETH R. N. MUKHIJA SHRIKANT JOSHI Partner Manager Director Director Membership No. 8820
Place : Mumbai Place : Mumbai Date : April 13, 2013 Date : April 13, 2013
S-880 L&T REALTY LIMITED
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2013
Particulars 2012-13 2011-12 Note No. vv REVENUE Revenue from operations (gross) – – Less : Excise duty – – Revenue from operations (net) – – Other income I 668,464,597 102,171,294
TOTAL REVENUE 668,464,597 102,171,294
EXPENSES Sales, administration and other expenses J 31,672,577 19,956,424 Finance costs K 627,238,071 73,956,722 Depreciation and amortisation expense D(I), D(II), L(6) 394,877 –
TOTAL EXPENSES 659,305,525 93,913,145
Profit before tax 9,159,072 8,258,148 Tax expense Current Tax 2,900,000 2,700,000 Deferred Tax 95,330 – Provision for Income tax- earlier years (1,033,458) –
Profit after tax 7,197,200 5,558,148
Basic earnings per equity share (v) 0.15 0.12 M(8) Diluted earnings per equity share (v) 0.01 0.09 Face value per equity share (v) 10 10 SIGNIFICANT ACCOUNTING POLICIES L OTHER NOTES FORMING PART OF ACCOUNTS M
As per our report attached For and on behalf of the Board SHARP & TANNAN Chartered Accountants (Firm Registration No. 109982W)
R. D. KARE SHYAM NARAIN SETH R. N. MUKHIJA SHRIKANT JOSHI Partner Manager Director Director Membership No. 8820
Place : Mumbai Place : Mumbai Date : April 13, 2013 Date : April 13, 2013
S-881 L&T REALTY LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2013 Particulars 2012-13 2011-12 v v A. Cash flow from operating activities Profit before tax 9,159,072 8,258,148 Adjustments for : Interest Expense 627,238,071 73,956,712 Interest Income (667,621,531) (101,996,438) Gain on sale on Mutual Fund Investments (154,737) – Depreciation/Amortisation 394,877 – Operating profit before working capital changes (30,984,248) (19,781,578) Adjustments for : (Increase) / Decrease in Current Assets & Loans and Advances (1,527,806,650) (963,571,368) Increase / (Decrease) in Trade Payables and other Current Liabilities 3,144,441 24,453,086 Cash (used in) / generated from operations (1,555,646,457) (958,899,860) Direct taxes refund / (paid) - net – 340,219 Net Cash (used in) / from operating activities (1,555,646,457) (958,559,641) B. Cash flow from investing activities Purchase of fixed assets (3,029,336) (964,672) Sale of fixed assets (including advance received) 110,000,000 – Investment in subsidiaries, associates and joint ventures (99,990) (4,204,812,360) Loans made with subsidiaries, associates companies and third parties (1,262,400,000) (3,650,000,000) Interest received 497,288,142 101,996,438 (Purchase)/Sale of Current Investments (2,972,412) – Net Cash (used in) / from investing activities (after extraordinary items) (661,213,596) (7,753,780,594) C. Cash flow from financing activities Receipt / (Repayment) Advance Towards Equity commitment (70,000,000) 4,140,000,000 Proceeds from short term borrowings 2,704,235,714 4,650,000,000 Interest paid (466,780,397) (73,956,712) Net Cash (used in) / from financing activities 2,167,455,317 8,716,043,288 Net (Decrease) / increase in cash and cash equivalents (A+B+C) (49,404,736) 3,703,053 Cash and cash equivalents at the beginning of the period 51,274,669 47,571,616 Cash and cash equivalents at the end of the period 1,869,933 51,274,669
Notes: 1 Cash flow statement has been prepared under the indirect method as set out in the Accounting Standard (AS) 3: “Cash Flow Statements”, as specified in the Companies (Accounting Standards) Rules, 2006. 2 Cash & cash equivalent represent fixed deposits, cash and bank balances. 3 Previous year’s figures have been regrouped / reclassified wherever necessary.
As per our report attached For and on behalf of the Board SHARP & TANNAN Chartered Accountants (Firm Registration No. 109982W)
R. D. KARE SHYAM NARAIN SETH R. N. MUKHIJA SHRIKANT JOSHI Partner Manager Director Director Membership No. 8820
Place : Mumbai Place : Mumbai Date : April 13, 2013 Date : April 13, 2013
S-882 L&T REALTY LIMITED
NOTES FORMING PART OF ACCOUNTS
As at 31.03.2013 As at 31.03.2012 vv
A. SHARE CAPITAL A(I) Share Capital Authorised, Issued and Subscribed Authorised : 200,000,000 Equity Shares of v 10 each 2,000,000,000 2,000,000,000 Issued : 4,71,60,700 equity shares of v 10 each 471,607,000 471,607,000 (All the equity shares are held by Larsen & Toubro Limited, the holding company and its nominees) Subscribed : 4,71,60,700 equity shares of v 10 each 471,607,000 471,607,000 (All the equity shares are held by Larsen & Toubro Limited, the holding company and its nominees)
TOTAL 471,607,000 471,607,000
A(II) The terms for conversion of Advance towards Equity Commitment will be finalised in the financial year 2013-14. In view of the above, the same has been classified in the following manner.
Particulars As at 31.03.2013 As at 31.03.2012 v v
Authorised Share Capital 2,000,000,000 2,000,000,000 Issued and subscribed Equity Share Capital 471,607,000 471,607,000 Advance towards Equity Commitment 6,990,000,000 7,060,000,000
TOTAL 7,461,607,000 7,531,607,000
Advance towards Equity Commitment has been disclosed as follows : Amount transferred to other current liabilities 5,461,607,000 5,531,607,000 Amount reflected as advance towards equity commitment 1,528,393,000 1,528,393,000
TOTAL 6,990,000,000 7,060,000,000
A(III) The aggregate number of equity shares allotted as fully paid up by way of bonus shares in immediately preceding five years ended March 31, 2013 are Nil. (previous period of five years ended March 31, 2012: Nil ) A(IV) Terms/Rights attached to Equity Shares : The Company has only one class of equity shares having par value of v 10/- per share. Each share is entitled to one vote per share. A(V) The aggregate number of equity shares issued pursuant to contract, without payment being received in cash in immediately preceding last five years ended on March 31, 2013 – Nil (previous period of five years ended March 31, 2012: Nil)
As at 31.03.2013 As at 31.03.2012 vv
B. RESERVES AND SURPLUS Surplus / (deficit) in the statement of Profit and Loss As per last Balance Sheet (26,801,877) (32,360,026) Profit for the year 7,197,200 5,558,149
TOTAL (19,604,677) (26,801,877)
C(I) Short Term Borrowings Unsecured : Intercorporate borrowings : Holding company 7,354,235,714 4,650,000,000
TOTAL 7,354,235,714 4,650,000,000
S-883 L&T REALTY LIMITED
NOTES FORMING PART OF ACCOUNTS (CONTD.)
Terms of Short Term Borrowings (Unsecured) as at 31.03.2013 Sr. Nature As at As at Rate of Interest for the Terms of Repayment No. 31.03.2013 31.03.2012 year 2012-13 (% p. a.) vv 1 2,461,682,769 – RBI Base Rate + Repayment due on March 31, 2015* predetermined Spread 2 2,000,000,000 2,000,000,000 Nil Repayment due on March 31, 2014* 3 Intercorporate 1,650,000,000 1,650,000,000 RBI Base Rate + Repayment due on March 31, 2014* Borrowings predetermined Spread (P.Y. RBI Base Rate + predetermined Spread) 4 1,242,552,945 1,000,000,000 RBI Base Rate + Repayment due on March 31, 2014* predetermined Spread TOTAL 7,354,235,714 4,650,000,000 *The lender and borrower reserve the right to call back or repay the same prior to maturity date by giving notice of 3 working days.
As at 31.03.2013 As at 31.03.2012 vv
C(II) Trade Payables Due to Related parties 1,085,188 8,050,368 Due to Others 7,488,380 11,094,020
TOTAL 8,573,568 19,144,388
C(III) Other Current Liabilities Due to Related parties : Interest Accrued and Due 160,457,674 - Advance towards equity commitment [refer note A(II)] 5,461,607,000 5,531,607,000 Other Payables 129,131,921 6,051,988
TOTAL 5,751,196,595 5,537,658,988
D(I) Asset-wise details of tangible assets
COST DEPRECIATION BOOK VALUE As at Additions Deductions As at Upto For the Year Deductions Upto As at As at 01.04.2012 31.03.2013 01.04.2012 31.03.2013 31.03.2013 31.03.2012 vvvvvvvvvv Fixed Assets - Tangible Freehold Land 246,713,000 – 246,713,000 – – – – – – 246,713,000 Office Equipment – 219,318 – 219,318 – 3,616 – 3,616 215,702 – Total 246,713,000 219,318 246,713,000 219,318 – 3,616 – 3,616 215,702 246,713,000 Previous year 246,713,000 – – 246,713,000 – – – – – Add: Asset held for sale 246,713,000 – 246,928,702 246,713,000 Add: Capital Work-in-Progress – – Grand Total 246,928,702 246,713,000
S-884 L&T REALTY LIMITED
NOTES FORMING PART OF ACCOUNTS (CONTD.) D(II) Asset-wise details of intangible assets Fixed Assets - COST AMORTISATION BOOK VALUE Intangible As at Additions Deductions As at Upto For the Year Deductions Upto As at As at 01.04.2012 31.03.2013 31.03.2012 31.03.2013 31.03.2013 31.03.2012 vvvvvvvvvv Computer – 3,774,690 – 3,774,690 – 391,261 – 391,261 3,383,429 – Software Total – 3,774,690 – 3,774,690 – 391,261 – 391,261 3,383,429 – Previous year – – – – – – – – – – Add: Intangible asset under development 1,600,000 Grand Total 3,383,429 1,600,000
As at 31.03.2013 As at 31.03.2012 vvvv
E. NON CURRENT INVESTMENTS Non Current Investments (At cost, unless otherwise specified) Long Term Investment Trade Investments Investments in equity instruments : fully paid Subsidiary Companies (unquoted) : Fully paid equity shares Chennai Vision Developers Private Limited 100,000 100,000 L&T Realty FZE, Sharjah, UAE 96,602,400 96,602,400 L&T Urban Infrastructure Limited 7,026,125,000 7,026,125,000
7,122,827,400 7,122,827,400 Other Subsidiaries : Investment in LLP Capital contribution to : L&T Asian Realty Project LLP 50,000 50,000 L&T Parel Project LLP 99,990 –
TOTAL 7,122,977,390 7,122,877,400
Details of Non Current Investments (at cost unless specified) Particulars Face value As at 31.03.2013 As at 31.03.2012 per Unit Number of Units v Number of Units v Trade Investments Investments in equity instruments : fully paid Subsidiary Companies (unquoted) : Chennai Vision Developers Private Limited 10 10,000 100,000 10,000 100,000 L&T Realty FZE, Sharjah, UAE 1,610,040 60 96,602,400 60 96,602,400 L&T Urban Infrastructure Limited 10 574,424,625 7,026,125,000 574,424,625 7,026,125,000 TOTAL 7,122,827,400 7,122,827,400 Details of Investments in Limited Liability Partnership Investment in L&T Asian Realty Project LLP Name of the partners & share in profits (%) As at 31.03.2013 As at 31.03.2012 vv
L&T Realty Limited (55%) 50,000 50,000 PCS Housing LLP (45%) 50,000 50,000
TOTAL CAPITAL OF THE LLP (v) 100,000 100,000
S-885 L&T REALTY LIMITED
NOTES FORMING PART OF ACCOUNTS (CONTD.)
Investment in L&T Parel Project LLP Name of the partners & share in profits (%) As at 31.03.2013 As at 31.03.2012 vv
L&T Realty Limited (99.99%) 99,990 – Chennai Vision Developers Private Limited (0.01%) 10 –
TOTAL CAPITAL OF THE LLP (V) 100,000 –
F. LONG TERM LOANS AND ADVANCES Loans and advances to related parties Subsidiaries Secured, considered good Loan 4,912,400,000 3,650,000,000 Others : Sales Tax Deposit 25,000 –
TOTAL 4,912,425,000 3,650,000,000
G(I) CURRENT INVESTMENTS Current Investments (at lower of cost or fair value) L&T Liquid Fund Growth 3,127,149 –
TOTAL 3,127,149 –
G(II) CASH AND BANK BALANCES Cash and cash equivalent Cash on hand 21,412 10,435 Balances with banks : on current accounts 1,848,521 25,417,161 Bank Deposit (including interest thereon) with original maturity of less than 3 months – 25,847,072
TOTAL 1,869,933 51,274,669
G(III) SHORT TERM LOANS AND ADVANCES Loans and advances to related parties : Unsecured, considered good Holding Company Others 135,778,783 – Subsidiary companies : Unsecured, considered good Intercorporate Deposit including Interest Accrued and due 2,485,096,464 – Others 8,328 Interest Accrued and due on Loan 99,381,619 – Fellow Subsidiaries : Others 1,064,415 28,261 Others : Considered good : Secured Loan – 1,000,000,000 Advances recoverable in cash or in kind 17,911,272 99,568,322 Income tax recoverable (net of provision of current year v 29,00,000/- , 64,552,374 7,931,519 previous year v 27,00,000/-)
TOTAL 2,803,784,927 1,107,536,430
S-886 L&T REALTY LIMITED
NOTES FORMING PART OF ACCOUNTS (CONTD.)
H. CONTINGENT LIABILITY The Company has received a Notice of Demand under Section 156 of the Income-tax Act,1961 for v 35,90,290/- for A.Y. 2010-11. The Company has filed an appeal with Commissioner of Income tax (Appeals). [There were no contingent liabilities in the previous year.] 2012-13 2011-12 vv
I. OTHER INCOME Interest Income on Inter-Corporate Deposits to Subsidiaries 251,376,138 1,150,027 Secured Loans to Subsidiaries 371,533,064 92,586,849 Banks Deposits 673,298 1,245,864 Loans to Other Companies 44,712,329 7,013,698 Refund of Income Tax – 17,012 Dividend Income From long term investments : Subsidiary companies – 157,844 Gain on Sale of Investments From current Investments 154,737 – Miscellaneous Income Miscellaneous Receipts 15,031 –
TOTAL 668,464,597 102,171,294
J. SALES, ADMINISTRATION AND OTHER EXPENSES Rates and Taxes 138,225 22,854 Travelling and Conveyance 105,544 43,526 Professional Fees 14,044,044 16,787,004 Business & IT Support Charges 2,341,513 309,416 Welfare and Training 1,227,850 226,347 Auditor’s Remuneration 109,000 51,750 Exchange (Gain) / Loss (Net) 186 465,286 Preference dividend income written off – 449,480 Security Charges 239,151 552,831 Application / Tender Fees – 319,000 Books and Periodicals 64,313 91,986 Advertisement & Publicity 57,750 – Subscription / Membership Fees 1,803,598 549,562 Overheads Charged by Parent/Subsidiaries 5,539,352 – Deputation Charges by Parent 5,823,079 – Telephone Expenses 39,671 – Miscellaneous Expenses 55,301 87,383 Trademark Application Fees 84,000 –
TOTAL 31,672,577 19,956,424
K. FINANCE COST Interest on Inter-corporate deposit from Holding Company 627,236,827 73,956,712 Interest on delayed payment of TDS and advance tax 1,244 10
TOTAL 627,238,071 73,956,722
S-887 L&T REALTY LIMITED
NOTES FORMING PART OF ACCOUNTS (CONTD.) L. SIGNIFICANT ACCOUNTING POLICIES Brief Description of the Company The Company has been formed to carry out construction, development, purchase, sale, leasing, financing, valuation and management of residential, commercial, industrial and retail property, and property management and project management.
1. Basis of Accounting The Company maintains its accounts on accrual basis following the historical cost convention in accordance with the 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 prescribed by the Central Government. Further the guidance notes/announcements issued by ICAI are also considered, wherever applicable. The preparation of financial statements in conformity with GAAP requires the management of the Company to make 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 on the date of the financial statements. Examples of such estimates include the useful lives of tangible and intangible fixed assets, allowance for doubtful debts / advances etc. Difference, if any, between the actual results and estimates is recognized in the period in which the results are known.
2. Presentation and disclosure of financial statements The Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format prescribed in the Schedule VI to the Companies Act, 1956 (“the Act”). The Cash Flow Statement has been prepared and presented as per the requirements of Accounting Standard (AS) 3 “Cash flow Statements”. The disclosure requirements with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule VI to the Act, are presented by way of notes forming part of accounts along with the other notes required to be disclosed under the notified Accounting Standards.
3. Revenue Recognition a) Interest income is accrued at applicable interest rate. b) Dividend Income is accounted when right to receive the same is established.
4. Extraordinary and exceptional items Income or expenses that arise from events or transactions that are clearly distinct from the ordinary activities of the Company are classified as extraordinary items. Specific disclosure of such events/transactions is made in the financial statements. Similarly, any external event beyond the control of the Company, significantly impacting income or expense, is also treated as extraordinary item and disclosed as such. On certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the Company,is such that its disclosure improves an understanding of the performance of the Company. Such income or expense is classified as an exceptional item and accordingly disclosed in the notes to accounts.
5. Tangible Fixed Assets Tangible fixed assets are stated at original cost net of tax / duty credits availed, if any, less accumulated depreciation and accumulated impairment. 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. Tangible assets not ready for the intended use on the date of the Balance Sheet are disclosed as “capital work-in-progress”. (Also refer to policy on impairment of assets and borrowing costs).
6. Depreciation a) Depreciation is provided on tangible assets on straight line basis at the rates provided in schedule XIV of the Companies Act, 1956. b) Depreciation on additions/deductions to the fixed assets is calculated pro-rata from/to the month of additions/deductions.
7. Intangible assets and amortization Intangible assets are stated at original cost net of tax/duty credits availed, if any, less accumulated amortization and cumulative impairment. Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the asset will flow to the enterprise and the cost of the asset can be measured reliably. Intangible assets are amortized over their useful life as follows: Specialized Software is amortized over a period of six years. Administrative and other general overhead expenses that are specifically attributable to acquisition of intangible assets are allocated and capitalized as a part of the cost of the intangible assets. Amortization on impaired assets is provided by adjusting the amortization charges in the remaining periods so as to allocate the assets’ revised carrying amount over its remaining useful life.
S-888 L&T REALTY LIMITED
NOTES FORMING PART OF ACCOUNTS (CONTD.) 8. Impairment As at each Balance Sheet date, the carrying amount of assets is tested for impairment so as to determine: a) the provision of impairment loss, if any; and b) the reversal of impairment loss recognized in previous periods, if any. Impairment loss recognized when the carrying amount of assets exceeds its recoverable amount. Recoverable amount is determined: a) in the case of an individual asset, at the higher of the net selling price and the value in use; b) in the case of a cash generating unit (a group of assets that generates identified, independent cash flows), at the higher of the cash generating unit’s net selling price and the value in use. (Value in use is determined as 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).
9. Investments Trade investments comprise investments in subsidiary companies and entities in which the Company has strategic business interest. Investments, which are readily realizable and are intended to be held for not more than one year from the date of acquisition, are classified as current investments. All other investments are classified as long term investments. Long term investments including trade investments are carried at cost, after providing for any diminution in value, if such diminution is other than temporary in nature. 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.
10. Cash and bank balances Cash and bank balances also include fixed deposits, margin money deposits, earmarked balances with banks and other bank balances which have restrictions on repatriation. Short term and liquid investments being not free from more than insignificant risk of change in value, are not included as part of cash and cash equivalents.
11. Borrowing Costs Borrowing costs that are attributable to the acquisition, construction, or production of a qualifying asset are capitalized or inventorised as part of such asset till such time as the asset is ready for its intended use or sale. Qualifying asset is an asset that necessarily takes substantial period of time to get ready for its intended use or sale. All other borrowing costs are recognized as an expense in the year in which they are incurred.
12. Foreign Currency Transactions a) The reporting currency of the Company is the Indian Rupee. b) Foreign currency transactions are recorded on initial recognition in the reporting currency using the exchange rate at the date of transaction. At each Balance Sheet date, foreign currency monetary items are reported using the closing rate. Non-monetary items, carried at historical cost denominated in a foreign currency, are reported using the exchange rate at the date of transaction. c) Exchange differences that arise on settlement of monetary items, or on reporting monetary items at each Balance Sheet date at the closing rate are recognized as income or expense in the period in which they arise.
13. Taxes on income Tax on income for the current year is determined on the basis of taxable income and tax credits computed in accordance of the provisions of the Income-tax Act, 1961, and based on expected outcome of assessments / appeals. Deferred tax is recognized on timing differences between the income accounted in financial statements and the taxable income for the year, quantified using the tax rates and laws enacted or substantively enacted, as on the Balance Sheet date. Deferred tax assets relating to unabsorbed depreciation/business losses/losses under the head capital gains are recognized and carried forward to the extent there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Other deferred tax assets are recognized 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 asset can be realized.
14. Provisions, contingent liabilities and contingent assets Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation, if i) the Company has a present obligation as a result of a past event ii) a probable outflow of resources is expected to settle the obligation and iii) the amount of the obligation can be reliably estimated.
S-889 L&T REALTY LIMITED
NOTES FORMING PART OF ACCOUNTS (CONTD.) Reimbursement expected in respect of expenditure required to settle a provision is recognized only when it is virtually certain that the reimbursement will be received. Contingent Liability is disclosed in the case of i) a present obligation arising from a past events, when it is not probable that an outflow of resources will be required to settle the obligation. ii) a present obligation arising from past events when no reliable estimate is possible. iii) a possible obligation arising from past events where the probability of outflow of resources is not remote. Contingent Assets are neither recognized, nor disclosed. Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.
15. Commitments Commitments are future liabilities for contractual expenditure. Commitments are classified as and disclosed as follows: (a) Estimated amount of contracts remaining to be executed on capital account and not provided for. (b) Uncalled liability on shares and other investments partly paid. (c) Funding related commitment to Subsidiary, Associate and Joint Venture Companies and (d) Other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of the management. Other commitments related to sales/procurements made in the normal course of business are not disclosed to avoid excessive details.
16. Operating cycle for current and non-current classification: Operating cycle for the business activities of the Company covers the duration of the specific project / contract / service including the defect liability period, wherever applicable and extends up to the realization of receivables (including retention monies) within the agreed credit period normally applicable to the respective lines of business.
17. Cash Flow Statement: Cash flow statement is prepared segregating the cash flows from operating, investing and financing activities. Cash flow from operating activities is reported using indirect method. Under the indirect method, the net profit is adjusted for the effects of: i. transactions of a non-cash nature ii. any deferrals or accruals of past or future operating cash receipts or payments and iii. items of income or expense associated with investing or financing cash flows. Cash and cash equivalents (including bank balances) are reflected as such in the Cash Flow Statement. Those cash and cash equivalents which are not available for general use as on the date of Balance Sheet are also included under this category with a specific disclosure.
M(1) Disclosure of related party/related parties transactions pursuant to Accounting Standard (AS 18) “Related Party Disclosure” A. List of related parties who exercise control and status of transactions entered during the year:
Sr. No. Name of the Related Party Relationship Transaction entered during the Year (Yes/No) 1 Larsen & Toubro Limited Holding Company * Yes * Larsen & Toubro Limited together with its nominees holds the full nominal value of the equity share capital of the Company
B. List of related parties where control exists and status of transactions entered during the year. Sr Name of the related party Relationship Transaction entered No during the Year (Yes/No) 1 L&T Asian Realty Project LLP Subsidiary (management control) Yes 2 L&T Parel Project LLP* Wholly owned subsidiary Yes 3 Chennai Vision Developers Private Limited Wholly owned subsidiary Yes 4 L&T Realty FZE Wholly owned subsidiary No 5 L&T Urban Infrastructure Limited Wholly owned subsidiary No 6 L&T Tech Park Limited Subsidiary of L&T Urban Infrastructure Limited No 7 L&T Tejomaya Limited Wholly owned subsidiary of L&T Tech Park Limited No 8 L&T Vision Venture Limited Subsidiary of L&T Urban Infrastructure Limited No 9 L&T Bangalore Airport Hotel Limited Subsidiary of L&T Urban Infrastructure Limited No
S-890 L&T REALTY LIMITED
NOTES FORMING PART OF ACCOUNTS (CONTD.)
Sr Name of the related party Relationship Transaction entered No during the Year (Yes/No) 10 L&T South City Projects Limited Subsidiary of L&T Urban Infrastructure Limited No 11 L&T Siruseri Property Developers Limited Wholly owned subsidiary of L&T South City No Projects Limited 12 CSJ Hotels Private Limited Wholly owned subsidiary of CSJ Infrastructure No Private Limited 13 L&T Commercial Projects Private Limited Subsidiary of L&T Urban Infrastructure Limited Yes (formerly L&T Arun Excello Commercial Project Private Limited) till 26.11.2012 # 14 L&T Chennai Projects Private Limited (formerly Subsidiary of L&T Urban Infrastructure Limited Yes L&T Arun Excello ITSEZ Private Limited) * The Company along with it’s subsidiary Chennai Vision Developers Private Limited, holds 100% of the LLP. # L&T Urban Infrastructure Limited sold it’s stake in the Company and the Company is not a group Company w.e.f. November 26, 2012.
c. Disclosure of related party transactions : v Sr Nature of transaction/relationship/major parties 2012-13 2011-12 No 1 Receipts/(Repayment) of Advance Towards Equity Commitment from : Holding Company Larsen & Toubro Limited (70,000,000) 7,060,000,000 2 Inter-corporate Borrowings from : Holding Company Larsen & Toubro Limited – – Loan taken 3,952,910,000 8,780,000,000 Loan repaid (1,248,674,286) (In the previous year, v 705,00,00,000/- had been converted into advance towards equity commitment) 3 Secured Loan to : Subsidiary /Fellow Subsidiary L&T Asian Realty Project LLP – – Loan given 1,262,400,000 3,650,000,000 4 Inter-corporate Deposit to : Subsidiary /Fellow Subsidiary L&T Parel Project LLP Loan given 3,588,944,694 – Loan repaid (1,174,800,000) – 5 Subscription to Equity and preference shares (including application money) : Subsidiary /Fellow Subsidiary L&T Asian Realty Project LLP – 50,000 L&T Urban Infrastructure Limited – 1,174,769,977 L&T Parel Project LLP 99,990 – Total 99,990 1,174,819,977 6 Conversion of Advance towards equity commitment into equity shares : L&T Realty FZE – 94,992,360 7 Purchase of Investments from : Subsidiary /Fellow Subsidiary L&T Infrastructure Development Projects Limited – 750,000,000
S-891 L&T REALTY LIMITED
NOTES FORMING PART OF ACCOUNTS (CONTD.) v Sr Nature of transaction/relationship/major parties 2012-13 2011-12 No 8 Interest paid on Inter-corporate Borrowings : Holding Company Larsen & Toubro Limited 627,236,827 73,956,712 9 Interest received on Inter-corporate Deposit : Holding Company Larsen & Toubro Limited – 1,150,027 Subsidiary / Fellow Subsidiary L&T Parel Project LLP 251,376,137 – Total 251,376,137 1,150,027 10 Interest received on Secured Loan : Subsidiary / Fellow Subsidiary L&T Asian Realty Project LLP 371,533,064 92,586,849 11 Conversion of preference shares into Equity shares : Subsidiary L&T Urban Infrastructure Limited – 3,888,473,330 12 Services provided by : Holding Company Larsen & Toubro Limited 42,700,887 198,596 Subsidiary / Fellow Subsidiary Company L&T Infrastructure Development Projects Limited – 61,954 L&T Infotech Limited 1,250,000 – L&T Infocity Limited 1,501,590 – Total 45,452,477 260,550 13 Purchase of Fixed Assets-Intangible : Larsen & Toubro Infotech Limited – 1,600,000 14 Services provided to : Holding Company Larsen & Toubro Limited 3,095,332 – Subsidiary / Fellow Subsidiary Company L&T Parel Project LLP 1,190,985 – L&T Asian Realty Project LLP 1,050,530 – L&T Commercial Projects Private Limited 1,501 – L&T Chennai Projects Private Limited 1,501 – Total 5,339,849 – 15 Payments made by the Company on behalf of : Holding Company Larsen & Toubro Limited 39,737,746 5,843,818 Subsidiary / Fellow Subsidiary Chennai Vision Developers Private Limited 20,675 7,942 L&T Asian Realty Project LLP 21,932,949 9,465,429 L&T Parel Project LLP 3,350,281 31,401 Total 65,041,651 15,348,590 16 Payments made on behalf of the Company by : Holding Company Larsen & Toubro Limited 84,365 13,244,147 Subsidiary / Fellow Subsidiary Company : L&T Urban Infrastructure Limited – 100,000 L&T Infocity Limited – 687,287
S-892 L&T REALTY LIMITED
NOTES FORMING PART OF ACCOUNTS (CONTD.) v Sr Nature of transaction/relationship/major parties 2012-13 2011-12 No CSJ Infrastructure Pvt Ltd – 198,000 L&T Parel Project LLP 497,519 – Total 581,884 14,229,434 17 Transfer of Accumulated Project Expenses by the Company to : Holding Company Larsen & Toubro Limited 418,116,053 – 18 Preference Dividend Accrued : Subsidiary /Fellow Subsidiary Company : L&T Urban Infrastructure Limited * – 157,844 19 Inter-corporate deposits matured during the year : Holding Company Larsen & Toubro Limited – 44,000,000 * Cumulative preference dividend of v 4,49,480/- receivable from L&T Urban Infrastructure Limited had been written off during the previous year.
D. Amount due to/from related parties : v Sr Nature of transaction/relationship/major parties 2012-13 2011-12 No 1 Advance towards Equity commitment from [refer note A(II)]: Holding Company Larsen & Toubro Limited 6,990,000,000 7,060,000,000 2 Unsecured Inter-corporate Borrowings From : Holding Company Larsen & Toubro Limited 7,354,235,714 4,650,000,000 3 Interest accrued and due on Unsecured Loan taken : Holding Company Larsen & Toubro Limited 160,457,674 – 4 Accounts Payable: Holding Company Larsen & Toubro Limited – 7,216,523 Subsidiary /Fellow Subsidiary Company L&T Infocity Limited 478,444 37,015 L&T Infrastructure Development Projects Limited – 61,502 L&T Urban Infrastructure Projects Limited – 100,000 L&T Infotech Limited 606,744 635,328 L&T Parel Project LLP – – Total 1,085,188 8,050,368 5 Secured Loan to : Subsidiary /Fellow Subsidiary Company L&T Asian Realty Project LLP 4,912,400,000 3,650,000,000 Interest accrued and due on Unsecured Loan given : Subsidiary /Fellow Subsidiary Company L&T Asian Realty Project LLP 99,381,619 – 6 Inter-corporate Deposit to : Subsidiary /Fellow Subsidiary Company L&T Parel Project LLP 2,414,144,694 –
S-893 L&T REALTY LIMITED
NOTES FORMING PART OF ACCOUNTS (CONTD.) v Sr Nature of transaction/relationship/major parties 2012-13 2011-12 No Interest accrued and due on Inter-corporate Deposit given : Subsidiary /Fellow Subsidiary Company 70,951,769 – L&T Parel Project LLP 7 Short Term Loans & Advances to : Holding Company Larsen & Toubro Limited 135,778,734 – Subsidiary /Fellow Subsidiary Companies L&T Asian Realty Project LLP 179,115 386 L&T Seawoods Private Limited – 28,261 Chennai Vision Developers Private Limited 28,617 7,942 L&T Parel Project LLP 856,683 – Total 136,843,149 36,589
M(2) Auditors’ remuneration (excluding Service tax) and expenses charged to accounts : Particulars 2012-13 2011-12 v v Audit Fees 50,000 50,000 Certification Work * 72,500 21,000 Total 122,500 71,000 *During the year, Certification fees of v 13,500/- relating to Powai Project, has been transferred to Larsen & Toubro Limited. [previous year v 19,250/- relating to Powai Project, had been transferred to advances recoverable in cash or kind]
M(3) Expenditure in Foreign Currency : Particulars 2012-13 2011-12 v v Professional / Consultant Fees* 28,256,512 57,967,557 Travelling expenses - Professional / Consultant* 4,251,603 9,140,448 Subscription Fees 32,997 – Software License 131,450 – Total 32,672,562 67,108,005 *During the period , professional Fees & Travelling expenses of the consultant of v 3,25,08,115/- ,which are related to Powai Project, have been transferred to Larsen & Toubro Limited. M(4) There have been no transactions during the year with micro and small enterprises covered under the Micro, Small and Medium Enterprises Development (MSMED) Act 2006. Hence, reporting details of principal and interest does not arise.
M(5) Deferred tax Major components of deferred tax liabilities and deferred tax assets pursuant to Accounting Standard (AS 22) Accounting for taxes on Income.
Particulars 2012-13 2011-12 v v Deferred Tax Liabilities Difference between book and tax depreciation 95,330 - Net Deferred tax liability/(asset) 95,330 -
M(6) Capital Commitment Estimated amount of contracts remaining to be executed on capital account (net of advances) as at March 31,2013 is v Nil, (previous year v Nil) M(7) The foreign exchange loss of v 2,22,366/- (v 2,22,186/- relating to Powai Project, has been transferred to Larsen & Toubro Limited.) [previous year (v 4,65,286/-)] has been accounted under respective revenue heads in the Profit and Loss Account towards exchange difference arising on foreign currency transactions under Accounting Standard (AS) 11 “The Effects of Changes in Foreign Exchange Rates”.
S-894 L&T REALTY LIMITED
NOTES FORMING PART OF ACCOUNTS (CONTD.) M(8) Basic and diluted earnings per share (EPS): Particulars 2012-13 2011-12 Basic Profit / (Loss) as per Profit and Loss Account (v) 7,197,200 5,558,148 Weighted average number of equity shares outstanding 47,160,700 47,160,700 Basic EPS (v) 0.15 0.12 Diluted Profit / (Loss) as per Profit and Loss Account (v) 7,197,200 5,558,148 Weighted average number of equity shares outstanding 47,160,700 47,160,700 Weighted average number of equity shares to be allotted on conversion of share application money 702,164,384 17,408,219 to equity Weighted average number of equity shares outstanding after conversion 749,325,084 64,568,919 Diluted EPS (v) 0.01 0.09
M(9) Proposed Amalgamation The Board of Directors in its Meeting held on August 24, 2012 have approved the Scheme of Amalgamation of L&T Realty Limited and L&T Urban Infrastructure Limited (wholly owned subsidiary of L&T Realty Limited). As per the above scheme, the appointed date of merger is April 1, 2012. The Scheme of Amalgamation was filed with the Bombay High Court as well as with the Chennai High Court. It is pending for clearance from the Official Liquidator (Chennai), after which it will be moved in Chennai High Court for approval. The approval of Bombay High Court is already in place. In view of the above, no effect of the above Scheme of Amalgamation has been recognized in the financial statements. M(10) The Company operates in only one segment and from one geographical location i.e. India. Accordingly, no segment reporting is required. M(11) Figures for the previous year have been regrouped/reclassified wherever necessary.
As per our report attached For and on behalf of the Board SHARP & TANNAN Chartered Accountants (Firm Registration No. 109982W)
R. D. KARE SHYAM NARAIN SETH R. N. MUKHIJA SHRIKANT JOSHI Partner Manager Director Director Membership No. 8820
Place : Mumbai Place : Mumbai Date : April 13, 2013 Date : April 13, 2013
S-895 L&T REALTY LIMITED
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES
Name of the subsidiary Chennai Vision L&T Realty FZE* L&T Urban CSJ Infrastructure L&T Vision L&T Tech Park Developers Infrastructure Private Limited Venture Limited* Limited Private Limited * Limited Financial year of the subsidiary company 31/03/2013 31/12/2012 31/03/2013 31/03/2013 31/03/2013 31/03/2013 ended on Number of Shares in the subsidiary company held by L&T Realty Limited at the above date - Equity shares 10,000 60 574,424,625 – – – - Preference shares – – – – – – The net aggregate of profits, less losses, of the subsidiary company so far as it concerns the members of L&T Realty Limited (Rupess in thousands) (i) Dealt with in the accounts of L&T Realty Limited amounted to (a) for the subsidiary’s financial year – – – – – ended 31st March, 2013 and 31st December 2012 (b) for previous financial years of – – – – – the subsidiary since it became subsidiary of L&T Realty Limited (ii) Not dealt with in the accounts of L&T Realty Limited amounted to: (a) for the subsidiary’s financial year (37) (989) (1,411,776) 94,089 (15,409) (39,539) ended 31st March, 2013 and 31st December, 2012 (b) for previous financial years of (140) (48,612) 605,750 (53,504) (15,812) 7,239 the subsidiary since it became subsidiary of L&T Realty Limited Changes in the interest of L&T Realty Limited between the end of the subsidiary’s financial year and 31st March, 2013 Number of shares acquired NA NA NA NA NA NA Material changes between the end of the subsidiary’s financial year and 31st March, 2013 (i) Fixed assets (net additions) NA NA NA NA NA NA (ii) Investments (Fixed deposit with NA NA NA NA NA NA scheduled bank) (iii) Moneys lent by the subsidiary NA NA NA NA NA NA (iv) Moneys borrowed by the subsidiary NA NA NA NA NA NA company other than for meeting current liabilities Note: * Subsidiaries which are yet to commence operations.
S-896 L&T REALTY LIMITED
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES (CONTD.)
Name of the subsidiary L&T Banglore L&T Southcity L&T Tejomaya CSJ Hotels L&T Sirusery L&T Chennai Airport Authority Projects Limited Limited Private Limited Property Projects Private Limited* Developers Limited Limited* (formerly L&T Arun Excello ITSEZ Private Limited) Financial year of the subsidiary company 31/03/2013 31/03/2013 31/03/2013 31/03/2013 31/03/2013 31/03/2013 ended on Number of Shares in the subsidiary company held by L&T Realty Limited at the above date - Equity shares – – – – – - Preference shares – – – – – – The net aggregate of profits, less losses, of the subsidiary company so far as it concerns the members of L&T Realty Limited (Rupess in thousands) (i) Dealt with in the accounts of L&T Realty Limited amounted to (a) for the subsidiary’s financial year – – – – – – ended 31st March, 2013 and 31st December 2012 (b) for previous financial years of – – – – – – the subsidiary since it became subsidiary of L&T Realty Limited (ii) Not dealt with in the accounts of L&T Realty Limited amounted to: (a) for the subsidiary’s financial year (329,939) (88,804) (58) (36) (190) (412,753) ended 31st March, 2013 and 31st December, 2012 (b) for previous financial years of (2,949) 217,526 – – (65) (550,590) the subsidiary since it became subsidiary of L&T Realty Limited Changes in the interest of L&T Realty Limited between the end of the subsidiary’s financial year and 31st March, 2013 Number of shares acquired NA NA NA NA NA NA Material changes between the end of the subsidiary’s financial year and 31st March, 2013 (i) Fixed assets (net additions) NA NA NA NA NA NA (ii) Investments (Fixed deposit with NA NA NA NA NA NA scheduled bank) (iii) Moneys lent by the subsidiary NA NA NA NA NA NA (iv) Moneys borrowed by the subsidiary NA NA NA NA NA NA company other than for meeting current liabilities
For and on behalf of the Board
SHYAM NARAIN SETH R. N. MUKHIJA SHRIKANT JOSHI Manager Director Director
Place : Mumbai Date : April 13, 2013
S-897