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Notes to Accounts of ETT Ltd.

Mar 31, 2015

1. SEGMENT INFORMATION

The Company has only one Business Segment (Property Developers and Allied Services) and Geographical Segment (India) and therefore, according to the management the Company is a Single Segment Company as envisaged in the Ac- counting Standard - 17 on "Segment Reporting" prescribed under the Companies (Accounting Standards) Rules, 2006.

2. RELATED PARTY DISCLOSURES

Related Party relationships / transactions warranting disclosures under Accounting Standard - 18 "Related Party Disclosures" prescribed under the Companies (Accounting Standards) Rules, 2006 are as under:

Note: Figures in parentheses represent previous year's amounts.

(c) Disclosure in Respect of Related Party Transactions during the year:

i) Loan given during the year includes Auxin Engineering Ltd. Rs. NIL (Previous Year Rs. 1,902.00 Lacs).

ii) Loan received back during the year includes Auxin Engineering Ltd. Rs. 1,657.00 Lacs (Previous Year Rs. 247.00 Lacs).

iii) Loan received during the year includes Mr. Sandeep Sethi Rs. Nil (Previous Year Rs. 12.50 Lacs), Mr. Sanjay Arora Rs. 50.00 Lacs (Previous Year Rs. 12.50 Lacs), Mr. Gurupreet Sangla Rs. 50.00 Lacs (Previous Year Rs. 75.00 Lacs), Mr. Harvinder Singh Rs. 215.00 Lacs (Previous Year Rs. 25.00 Lacs).

iv) Loan Re-paid during the year includes Mr. Sandeep Sethi Rs. 50.00 Lacs (Previous Year Nil), Mr. Sanjay Arora Rs. 125.00 Lacs (Previous Year Nil), Mr. Gurupreet Sangla Rs. 75.00 Lacs (Previous Year Nil), Mr. Harvinder Singh Rs. 215.00 Lacs (Previous Year Nil).

v) Directors' Remuneration Paid includes remuneration paid to Mr. Gurupreet Sangla for Rs. 15.00 Lacs (Previ- ppous Year Rs. 15.00 Lacs), Mr. Sandeep Sethi Rs. 15.00 Lacs (Previous Year Rs. 15.00 Lacs), Mr. Harvinder Singh Rs. 3.00 Lacs (Previous Year Rs. 12.00 Lacs), Mr. Sanjay Arora Rs. 3.00 Lacs (Previous Year Rs. 12.00 Lacs).

Notes:

a) Loans given to subsidiaries are in the nature of Interest-Free Loans where there is no repayment schedule and the same have been given for the business purposes.

b) The Directors and Mrs. Satvinder Kaur have acted as co-borrowers in respect of loan taken by the Company from NBFC as referred to in Note no. 5.

3. In the opinion of the management current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of the business.

Some of the advances paid to contractors and suppliers, account of trade receivables & payables are subject to confirmation, due reconciliation and consequential adjustments arising there from, if any; however the management does not expect any material variation.

4. Loans and Advances in the nature of Loans given to subsidiaries and Associates etc. warranting disclosures under Clause 32 of the Listing Agreement are as under:

5. CAPITALIZATION OF EXPENSES

The Company has capitalized the following expenses of revenue nature to the capital work-in-progress (CWIP). Consequently, expenses disclosed under the respective notes are net of amounts capitalized by the Company.

6. CONTINGENT LIABILITIES AND COMMITMENTS Contingent Liabilities not provided for in respect of:

(a) During the financial year 2011 - 2012, company had received a demand of Entry Tax for Rs. 36,295/- u/s 22 of UPVAT Act, for the year 2007 – 2008, against which rectification application had been fled under section 31(1) under UPVAT Act, with the Assistant Commissioner, Ward - 3, Commercial Tax, Noida which is still pending for disposal.

(b) During the previous financial year 2013 - 2014, the Company had received a demand for Rs. 1,46,996/- under Section 28(2) of UPVAT Act, for the assessment year 2009 -2010, against which application u/s 32 had been fled for the re-assessment of the order which is still pending for disposal.

Commitments - Nil

7. DEFERRED TAX

Deferred Tax Asset has not been recognized on account of capital losses carried forward where there is absence of virtual certainty of realizing the same in future.

8. Ludhiana Stock Exchange Ltd. (LSE) vide its letter dated January 23, 2015 has informed the Company that Securities and Exchange Board of India has passed the exit order in respect of LSE on December 30, 2014 under SEBI Circular no. CIR/MRD/DSA/14/2012 dated May 30, 2012. Hence LSE shall no longer be performing any Stock Exchange related activities post December 30, 2014.

9. During the year, the Company has changed the Depreciation Policy to comply with new Companies Act, 2013 now the assets have been depreciated by useful life of asset as per Schedule II of the Companies Act, 2013. The change of the above depreciation policy has resulted in increased depreciation of Rs. 32.57 Lacs (including Rs. 1.83 Lacs being the carrying amount (net of residual value) in respect of fixed assets whose useful life have already expired on April 01, 2014 - the same has been charged as depreciation in the statement of profit & loss) thereby increasing the current year loss by Rs. 32.57 Lacs.

10. The Company has shown TDS refund amounting to Rs. 101.41 Lac For A.Y 2010 -11 & 2011 -12 under the head, Long- Term Loans & Advances which has wrongly been adjusted by Income Tax Department against wrong demands of A.Y 2006 - 07 & 2007 - 08. The Income Tax Department has wrongly issued intimation under Section 245 of Income Tax Act, 1961 showing arrears of Rs. 204.01 Lac against A.Y. 2006 – 07 & 2007 – 08 after adjusting the above refunds. The Company has already fled clarification against intimation issued under Section 245.

The Company is pursuing the deletion of demand in department's records and for Income Tax Refund.

11. Based on the information available with the Company, there are no dues outstanding to micro, small and medium enterprises covered under the Micro, Small and Medium Enterprises Development Act, 2006 at the Balance Sheet date. The above disclosure has been determined to the extent such parties have been identified on the basis of information avail- able with the Company.

12. The Company has reclassified, regrouped and rearranged previous year figures, wherever considered necessary to conform to this year's classification.


Mar 31, 2014

1. SHARE CAPITAL

a) Terms/ Rights attached

- Equity Shares

The Company has only one class of Equity share having a face value of Rs. 101- per share. Each holder of Equity Share is entitled to one vote per share. All the Equity Shares carry the same rights with respect to voting, dividend, etc.

In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, after the distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

- Preference Shares

Preference shares of the Company are in the nature of Non-Cumulative Non-Participating Redeemable Preference shares having a face value of Rs. 10/- per share. Preference shares carry a coupon rate of 6% per annum. Preference Shareholders are also entitled to vote on all resolutions in terms of the provisions of Section 87 of the Companies Act, 1956.

The total preference shares of the Company i.e. 10,000,000 are due for redemption at par on or before March 31,2017.

2. LONG-TERM BORROWINGS

"The Loan was sanctioned with Rs. 16.00 crores with floating interest rate ranging from 11.75% to 12.40% p.a. and to be repaid in 156 EM is of Rs. 20.05 Lacs each w.e.f. August 2013. The loan has been primarily secured by way of First and exclusive charge on Plot no. 79, Sector 34, Gurgaon (Haryana) and building constructed thereon. Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh, Mr. Sanjay Arora, the Directors of the Company along with Mrs. Satvinder Kaur have acted as co-borrowers with the Company (Note 29).

3. OTHER ASSETS

*(a) Fixed Deposits of Rs. 100,000/- (Previous Year Rs. 100,000/-) has been pledged with Bank to issue Bank Guarantee in favour of HVAT Department, Haryana.

*(b) Fixed Deposit of Rs. 50,005/-(Previous Year Rs. 50,005/-) in favour of UPVAT Department, Noida has been pledged and kept by them as Sales Tax Guarantee.

4. Defined Benefit Plans

The Company operates three defined benefit plans, viz., Gratuity, Leave Encashment (Earned Leave) and Leave Encashment (Sick Leave) for its employees. Under Gratuity Plan, every employee who has completed at least five years of service gets a gratuity on departure @ 15 days of last drawn salary for each completed year of service. The liability is unfunded.

Under Leave Encashment (Earned Leave) Plan, every employee who has completed at least one year of service is eligible to get 15 earned leaves. The liability is unfunded.

Under Leave Encashment (Sick Leave) Plan, every employee who has completed at least three months of service is eligible to get 6 sick leaves on proportionate basis in a year. The liability is unfunded.

5. SEGMENT INFORMATION

The Company has only one Business Segment (IT Infrastructure Provider) and Geographical Segment (India) and therefore, according to the management the Company is a Single Segment Company as envisaged in the Accounting Standard -17 on "Segment Reporting" prescribed under the Companies (Accounting Standards) Rules, 2006.

6. RELATED PARTY DISCLOSURES

Related Party relationships/transactions warranting disclosures under Accounting Standard-18 "Related Party Disclosures" prescribed under the Companies (Accounting Standards) Rules, 2006 are as under:

(a) List of related parties where control exists and related parties with whom transactions have taken place:

Sr. Name of Related Parties Relationship No.

1 Valley Computech Ltd. Subsidiary

2 York Call tech Pvt. Ltd. do

3 Noida Towers Pvt. Ltd.# do

4 Auxin Engineering Ltd. do

5 GST Hotel & Resorts Pvt. Ltd. do

6 Ambience Buildtech Pvt. Ltd.* do

7 Mr. Gurupreet Sangla Key Managerial Personnel

8 Mr. Sandeep Sethi do

9 Mr. Harvinder Singh do

10 Mr. Sanjay Arora do

11 Mrs. Satvinder Kaur Relativeof KMP

# Ceased to exist as a subsidiary during the previous financial year due to transfer of shares.

* By acquisition of 100% equity shares by one of company''s subsidiary viz. Valley Computech Ltd., ETT Ltd. has become Ultimate Holding Company of Ambience Buildtech Pvt. Ltd. during the current financial year w.e.f. June 01, 2013.

(b) Disclosure in Respect of Related Party Transactions during the year:

i) Loan given during the year includes Auxin Engineering Ltd. Rs. 1,902.00 Lacs (Previous Year Rs. 261.20 Lacs), Valley Computech Ltd. Rs. Nil (Previous Year Rs. 4,000.30 Lacs), Noida Towers Pvt. Ltd. Rs. Nil (Previous Year Rs. 0.16 Lac).

ii) Loan received back during the year includes Auxin Engineering Ltd. Rs. 247.00 Lacs (Previous Year Nil), Valley Computech Ltd. Rs. Nil (Previous Year Rs. 9,597.55 Lacs), Noida Towers Pvt. Ltd. Rs. Nil (Previous Year Rs. 2.31 Lacs).

iii) Loan received during the year includes Mr. Sandeep Sethi Rs. 12.50 Lacs (Previous Year Rs. 150.00 Lacs), Mr. Sanjay Arora Rs. 12.50 Lacs (Previous Year Rs. 150.00 Lacs), Mr. Gurupreet Sangla Rs. 75.00 Lacs (Previous Year Rs. 66.00 Lacs), Mr. Harvinder Singh Rs. 25.00 Lacs (Previous Year Rs. 159.00 Lacs).

iv) Subscription to Shares includes Shares of Valley Compute Ltd. for Rs. Nil (Previous Year Rs. 8,085.00 Lacs).

v) Sale of Investment includes Sale of Shares to Auxin Engineering Ltd. for Rs. Nil (Previous Year Rs. 256.72 Lacs).(Refer note 38)

vi) Transfer of Industrial Park refers to Transferof Industrial Park to Noida Towers Pvt. Ltd. for Rs. Nil (Previous Year Rs. 20,847.13 Lacs) (Refer note 39)

vii) Directors'' Remuneration Paid includes remuneration paid to Mr. Gurupreet Sangla for Rs. 15.00 Lacs (Previous Year Rs. 15.00 Lacs), Mr. Sandeep Sethi Rs. 15.00 Lacs (Previous Year Rs. 15.00 Lacs), Mr. Harvinder Singh Rs. 12.00 Lacs (Previous Year Rs. 12.00 Lacs), Mr. Sanjay Arora Rs. 12.00 Lacs (Previous Year Rs. 12.00 Lacs).

viii) The Directors and Mrs. Satvinder Kaur have acted as co-borrowers in respect of loan taken by the Company of Rs. 1600.00 Lacs from an NBFC during the current financial year.

(d) Closing Balance as on March 31, 2014

Notes:

a) Loans given to subsidiaries are in the nature of Interest-Free Loans where there is no repayment schedule.

b) Corporate Guarantee of Rs. 640,000,000/- (Rupees Sixty Four Crores only) had been given to Punjab & Sind Bank in previous year to secure the term loans to one of the subsidiaries viz. M/s York Calltech Pvt. Ltd. By virtue of the said term-loan being satisfied in full during the previous financial year, the above corporate guarantee stands nullified.

7. In the opinion of the management current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of the business.

Some of the advances paid to contractors and suppliers, account of trade receivables & payables are subject to confirmation, due reconciliation and consequential adjustments arising there from, if any; however the management does not expectany material variation.

8. (a) Loan given to the subsidiary, as shown above, falls under the categoryofLoans& Advances in the nature of Interest Free Loans where there is no repayment schedule.

(b) Loans to employees as per Company''s Policy are not considered.

(c) No investment is made by the borrower company in the shares of parent company.

9. CONTINGENT LIABILITIES AND COMMITMENTS

Contingent Liabilities not provided for In respect of:

(a) During the financial year 2011 -2012, company had received a demand of Entry Tax for Rs. 36,295/-u/s 22 of UPVAT Act, for the year2007- 2008, against which rectification application had been filed under section 31(1) under UPVAT Act, with the Assistant Commissioner, Ward - 3, Commercial Tax, Noida which is still pending for disposal. The Company had been legally advised that the said demand is likely to be deleted and therefore no provision has been made in this respect.

(b) During the previous financial year, company had received a demand for Rs. 338,960/- u/s 143(3) of Income Tax Act, 1961, for the assessment year 2010 -2011, against which Appeal had been filed u/s 246 of the Income Tax Act, 1961 for Rs. 286,237/- with the Commissioner of Income Tax, Appeal - II, Income Tax Office, New Delhi which is still pending for disposal. The Company had been legally advised that the contested demand is likely to be deleted and therefore no provision has been made in this respect.

(c) During the current financial year, the Company had received a demand for Rs. 146,996/- under Section 28(2) of UPVAT Act, for the assessment year 2009 - 2010, against which application u/s 32 has been filed for the re-assessment of the order which is still pending for disposal. The Company has been legally advised that the said demand is likely to be deleted and therefore no provision has been made in this respect.

COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of Advances): Nil (Previous Year Rs. 24,208,251/-) as certified by the management.

10. DEFERRED TAX

Deferred TaxAsset has not been recognized on account of capital losses carried forward where there is absence of virtual certainty of realizing the same infuture.

11. During the year under review, the Company has received the listing and trading approval dated March 7, 2014 from BSE Ltd. (BSE) for its entire equity share capital i.e. 10,368,660 shares, pursuant to application under direct listing route. With effect from March 12,2014, the equity shares of the Company are listed and admitted to dealings on BSE.

12. During the previous financial year, in view of corporate restructuring and pursuant to shareholders approval under section 293(1)(a) of the Companies Act, 1956, the Company had transferred its entire Investments in one of its wholly owned subsidiary viz., Valley Compute Ltd. to its another wholly owned subsidiary viz., Auxin Engineering Ltd. As a result of this transfer, Auxin Engineering Ltd. had become the holding company of Valley Compute Ltd. and ETT Limited had become ultimate holding company of Valley Compute Ltd.

13. During the previous financial year, the Company had transferred one of its approved and notified Industrial Park situated at Noida, as a going concern.

14. Based on the information available with the Company, there are no dues outstanding to micro, small and medium enterprises covered under the Micro, Small and Medium Enterprises Development Act, 2006 at the Balance Sheet date. The above disclosure has been determined to the extent such parties have been identified on the basis of information available with the Company.

15. Power Charges recovered from customers have been disclosed on a "Gross Receipt" basis for the current financial year as compared to the previous financial year where such receipt have been shown as net of power charges shown under "Power & Fuel". Accordingly, these figures for current financial year are not comparable to those for the previous financial year. However, there is no impact on the net profit/loss of the Company.

16. The Company has reclassified, regrouped and rearranged previous year figures, wherever considered necessary to conform to this year''s classification.


Mar 31, 2013

1. BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention, as applicable to a going concern. The accounting policies have been consistently applied by the Company and are consistent with those used in previous year.

b) Terms/ Rights attached

- Equity Shares

The Company has only one class of Equity share having a face value of Rs. 10/- per share. Each holder of Equity Share is entitled to one vote per share. All the Equity Shares carry the same rights with respect to voting, dividend, etc.

In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, after the distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

- Preference Shares

Preference shares of the Company are in the nature of Non-Cumulative Non-Participating Redeemable Preference shares having a face value of Rs. 10/- per share. Preference shares carry a coupon rate of 6% per annum. Preference Shareholders are also entitled to vote on all resolutions in terms of the provisions of Section 87 of the Companies Act, 1956.

The total preference shares of the Company i.e. 10,000,000 are due for redemption at par on or before March 31, 2017.

"Term Loan - I" was sanctioned with Rs. 10.83 crores with interest rate ranging from 11.00% to 12.75% p.a. and to be repaid in 49 EMIs of Rs. 27.10 lacs each w.e.f. January 2010. The loan had been primarily secured by way of assignment of lease rent receivables from ''Express Trade Towers 1'', Noida and collateral security of Plot No. 15 – 16, Sector 16 A, Noida – 201 301 (U.P.) and building constructed thereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr. Sanjay Arora. The Term Loan has been satisfied in full during the current period. "Term Loan - II" was sanctioned with Rs. 29.57 crores with interest rate ranging from 10.00% to 11.75% p.a. and to be repaid in 24 EMIs of Rs. 62.00 lacs each w.e.f. January 2010 and next 25 EMIs of Rs. 77 Lacs each. The loan had been primarily secured by way of assignment of lease rent receivables from ''Express Trade Towers 1'', Noida and collateral security of Plot No. 15 – 16, Sector 16 A, Noida – 201 301 (U.P.) and building constructed thereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr. Sanjay Arora. The Term Loan has been satisfied in full during the current period.

"Term Loan - III" was sanctioned with Rs. 43.90 crores with interest rate ranging from 12.50% to 13.75% p.a. and to be repaid in 108 EMIs commencing from March 2011 i.e. Two months EMIs for March & April 2011 Rs. 33.50 lacs each, Third EMI for May 2011 Rs. 44.50 lacs, Next 33 EMIs from June 2011 to February 2014 Rs. 61.90 lacs each, next 36 EMIs from March 2014 to February 2017 Rs. 71.20 lacs each, next 34 EMIs from March 2017 to December 2019 Rs. 81.90 lacs each, next one EMI for January 2020 Rs. 71.50 lacs and last EMI for February 2020 Rs. 49.50 lacs. The loan had been primarily secured by way of assignment of lease rent receivables from ''Express Trade Towers 1'', Noida and collateral security of Plot No. 15 – 16, Sector 16 A, Noida – 201 301 (U.P.) and building constructed thereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr. Sanjay Arora. The Term Loan has been satisfied in full during the current period. "Term Loan - IV" was sanctioned with Rs. 40.00 crores (out of which Rs. 35.00 crores had been borrowed as per terms of sanction) with interest rate ranging from 13.00% to 15.55% p.a. with moratorium of 2 years from August 2010 to July 2012 and to be repaid in 28 quarterly installments (27 installments of Rs. 1.43 crores each and 28th installment of Rs. 1.39 crores) starting from September 2012 to June 2019. The loan had been primarily secured against First charge by way of Equitable Mortgage on Commercial Land & Building at Plot No. 79, Sector - 34, Gurgaon - 122 001 (Haryana), Exclusive first hypothecation charge on machinery & equipments of the project on that land and collateral security by way of First exclusive mortgage on plot no. 15 – 16, Sector 16 A, Noida – 201 301 (U.P.) and building constructed thereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr. Sanjay Arora and Corporate Guarantee of M/s York Calltech Pvt. Ltd., a Subsidiary of the Company. The Term Loan has been satisfied in full during the current period.

Defined Benefit Plans

The Company operates three defined benefit plans, viz., Gratuity, Leave Encashment (Earned Leave) and Leave Encashment (Sick Leave) for its employees. Under Gratuity Plan, every employee who has completed at least five years of service gets a gratuity on departure @ 15 days of last drawn salary for each completed year of service. The liability is unfunded.

Under Leave Encashment (Earned Leave) Plan, every employee who has completed at least one year of service is eligible to get 15 earned leaves. The liability is unfunded.

Under Leave Encashment (Sick Leave) Plan, every employee who has completed at least three months of service is eligible to get 12 sick leaves on proportionate basis in a year. The liability is unfunded.

2. SEGMENT INFORMATION

The Company has only one Business Segment (IT Infrastructure Provider) and Geographical Segment (India) and therefore, according to the management this is a Single Segment Company as envisaged in the Accounting Standard - 17 on "Segment Reporting" prescribed under the Companies (Accounting Standards) Rules, 2006.

3. RELATED PARTY DISCLOSURES

Related Party relationships / transactions warranting disclosures under Accounting Standard - 18 "Related Party Disclosures" prescribed under the Companies (Accounting Standards) Rules, 2006 are as under:

# During the current financial year, Valley Computech Pvt. Ltd. has been converted into Valley Computech Ltd.

$ Ceased to exist as a subsidiary during the current financial year due to transfer of shares.

*By acquisition of 100% equity shares, Auxin Engineering Ltd. has become wholly owned subsidiary at the beginning of the current financial year.

@ By acquisition of 100% equity shares by one of company''s subsidiary viz. Valley Computech Ltd., ETT Ltd. has become Ultimate Holding Company of GST Hotel & Resorts Pvt. Ltd. during the current financial year.

(c) Disclosure in Respect of Related Party Transactions during the year:

i) Loan given during the year includes Valley Computech Ltd. Rs. 4,000.30 Lacs (Previous Year Rs. 4,549.70 Lacs), Noida Towers Pvt. Ltd. Rs. 0.16 Lac (Previous Year Rs. 2.16 Lacs), Auxin Engineering Ltd. Rs. 261.20 Lacs (Previous Year Rs. Nil).

ii) Loan received back during the year includes Valley Computech Ltd. Rs. 9,597.55 Lacs (Previous Year Rs. 4,252.00 Lacs), Noida Towers Pvt. Ltd. Rs. 2.31 Lacs (Previous Year Rs. Nil).

iii) Loan received during the year includes Mr. Sandeep Sethi Rs. 150.00 Lacs (Previous Year Rs. Nil), Mr. Sanjay Arora Rs. 150.00 Lacs (Previous Year Rs. Nil), Mr. Gurupreet Sangla Rs. 66.00 Lacs (Previous Year Rs. Nil), Mr. Harvinder Singh Rs. 159.00 Lacs (Previous Year Rs. Nil). The loans do not carry any interest and are repayable on demand.

iv) Loan repaid during the year includes Mr. Sandeep Sethi Rs. Nil (Previous Year Rs. 59.50 Lacs), Mr. Sanjay Arora Rs. Nil (Previous Year Rs. 68.00 Lacs). The loans were not carrying any interest and were repayable on demand. v) Advances given under Agreement to purchase Capital Asset includes Express Infoways Pvt. Ltd. Rs. Nil (Previous Year Rs. 38.00 Lacs).

vi) Advances received back under Agreement to purchase Capital Asset includes Express Infoways Pvt. Ltd. Rs. Nil (Previous Year Rs. 675.70 Lacs).

vii) Subscription to Shares includes Shares of Noida Towers Pvt. Ltd. for Rs. Nil (Previous Year Rs. 1.00 Lac) and Shares of Valley Computech Ltd. for Rs. 8,085.00 Lacs (Previous Year Rs. Nil).

viii) Sale of Investment includes Sale of Shares to Auxin Engineering Ltd. for Rs. 256.72 Lacs (Previous Year Rs. Nil). (refer note 32)

ix) Issue of Bonus Shares includes Drishti Overseas Pvt. Ltd. Rs. Nil (Previous Year Rs. 5.52 Lacs), Appreciate Fincap Pvt. Ltd. Rs. Nil (Previous Year Rs. 28.12 Lacs), Amici Securities Ltd. Rs. Nil (Previous Year Rs. 4.90 Lacs), Sandeep Sethi Rs. Nil (Previous Year Rs. 51.38 Lacs), Sanjay Arora Rs. Nil (Previous Year Rs. 53.13 Lacs), Gurupreet Sangla Rs. Nil (Previous Year Rs. 30.00 Lacs), Harvinder Singh Rs. Nil (Previous Year Rs. 30.00 Lacs), Satvinder Kaur Rs. Nil (Previous Year Rs. 20.00 Lacs), Kuldeep Kaur Rs. Nil (Previous Year Rs. 12.50 Lacs), Alka Sethi Rs. Nil (Previous Year Rs. 3.75 Lacs), Shakuntla Arora Rs. Nil (Previous Year Rs. 2.94 Lacs).

x) Transfer of Industrial Park refers to Transfer of Industrial Park to Noida Towers Pvt. Ltd. for Rs. 20,847.13 Lacs (Previous Year Rs. Nil). (refer note 37)

xi) Directors'' Remuneration Paid includes remuneration paid to Mr. Gurupreet Sangla for Rs. 15.00 Lacs (Previous Year Rs. 15.00 Lacs), Mr. Sandeep Sethi Rs. 15.00 Lacs (Previous Year Rs. 15.00 Lacs), Mr. Harvinder Singh Rs. 12.00 Lacs (Previous Year Rs. 12.00 Lacs), Mr. Sanjay Arora Rs. 12.00 Lacs (Previous Year Rs. 12.00 Lacs).

Note: Figures in bracket represent previous year''s amount.

Notes:

a) Loans given to subsidiaries are in the nature of Interest-Free Loans where there is no repayment schedule.

b) Corporate Guarantee of Rs. 640,000,000/- (Rupees Sixty Four Crores only) had been given to Punjab & Sind Bank to secure the term loans to one of the subsidiaries viz. M/s York Calltech Pvt. Ltd. By virtue of the said term-loan being satisfied in full during the current financial year, the above corporate guarantee stands nullified.

4. During the current financial year, in view of corporate restructuring and pursuant to shareholders approval under section 293(1)(a) of the Companies Act, 1956, the Company has transferred its entire Investments in one of its wholly owned subsidiary viz., Valley Computech Ltd. to its another wholly owned subsidiary viz., Auxin Engineering Ltd. As a result of this transfer, Auxin Engineering Ltd. has become the holding company of Valley Computech Ltd. and ETT Limited has become ultimate holding company of Valley Computech Ltd.

5. In the opinion of the management current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of the business.

Some of the advances paid to contractors and suppliers, account of trade receivables & payables are subject to confirmation, due reconciliation and consequential adjustments arising there from, if any; however the management does not expect any material variation.

Notes:

(a) Loans given to subsidiaries, as shown above, fall under the category of Loans & Advances in the nature of Interest Free Loans where there is no repayment schedule.

(b) Loans to employees as per Company''s Policy are not considered.

(c) No investment is made by the loanee companies in the shares of parent Company.

6. During the current financial year, the Company has transferred one of its approved and notified Industrial Park situated at Noida, as a going concern.

7. CONTINGENT LIABILITIES AND COMMITMENTS Contingent Liabilities not provided for in respect of:

(a) During the previous financial year, company had received a demand of Entry Tax for Rs. 36,295/- u/s 22 of UPVAT Act, for the year 2007 – 2008, against which rectification application had been filed under section 31(1) under UPVAT Act, with the Assistant Commissioner, Ward – 3, Commercial Tax, Noida which is still pending for disposal. The Company had been legally advised that the said demand is likely to be deleted and therefore no provision has been made in this respect.

(b) During the current financial year, company has received a demand for Rs. 338,960/- u/s 143(3) of Income Tax Act, 1961, for the assessment year 2010 – 2011, against which Appeal has been filed u/s 246 of the Income Tax Act, 1961 for Rs. 286,237/- with the Commissioner of Income Tax, Appeal - II, Income Tax Office, New Delhi which is pending for disposal. The Company has been legally advised that the contested demand is likely to be deleted and therefore no provision has been made in this respect.

COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of Advances): Rs. 24,208,251/- (Previous Year Rs. 31,012,859/-) as certified by the management.

8. During the current financial year, the Company has deposited a sum of Rs.10,665/- plus interest thereon of Rs. 6,530/- against the Sale Tax / UPVAT demand under Entry Tax Act for the year 2008-09 and same is charged to profit & loss statement under the head of "Miscellaneous Expenses" and "Interest Paid Others".

9. TAXATION

The Company got approval from the Ministry of Commerce & Industry under the provisions of Section 80IA of the Income Tax Act, 1961 to declare ''Express Trade Towers'', Plot No. 15 & 16, Sector – 16A, Noida – 201 301 as an Industrial Park for availing tax benefits vide notification no. 347/ 2006 F. No. 178/122/2006 – ITA – I dt. November 17, 2006. The Company decided to exercise the option of availing the tax benefits for 10 continuous years from the Assessment Year 2008-2009.

10. DEFERRED TAX

Deferred Tax Asset has not been recognized on account of losses carried forward and on account of unabsorbed depreciation where there is absence of virtual certainty of realizing the same in future.

11. Based on the information available with the Company, there are no dues outstanding to micro, small and medium enterprises covered under the Micro, Small and Medium Enterprises Development Act, 2006 at the Balance Sheet date. The above disclosure has been determined to the extent such parties have been identified on the basis of information available with the Company.

12. The Company has reclassified, regrouped and rearranged previous year figures, wherever considered necessary to conform to this year''s classification.


Mar 31, 2012

1. BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention, as applicable to a going concern.

b) Terms/ Rights attached

- Equity Shares

The Company has only one class of Equity share having a face value of Rs. 10/- per share. Each holder of Equity Share is entitled to one vote per share. All the Equity Shares carry the same rights with respect to voting, dividend, etc. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, after the distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

- Preference Shares

Preference shares of the Company are in the nature of Non-Cumulative, Non-Participating Redeemable Preference shares having a face value of Rs. 10/- per share. Preference shares carry a coupon rate of 6% per annum. Preference Shareholders are also entitled to vote on all resolutions in terms of the provisions of Section 87 of the Companies Act, 1956.

The total preference shares of the Company i.e. 10,000,000 are due for redemption at par on or before March 31, 2017.

"Term Loan - I" has been sanctioned with Rs. 10.83 crores initially with interest @ 11.00%, currently @ 12.75% p.a. and to be repaid in 49 EMIs of Rs. 27.10 lacs each w.e.f. January 2010. The loan has been primarily secured by way of assignment of lease rent receivables from ''Express Trade Towers 1'', Noida and collateral security of Plot No. 15 – 16, Sector 16 A, Noida – 201 301 (U.P.) and building constructed thereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr. Sanjay Arora.

"Term Loan - II" has been sanctioned with Rs. 29.57 crores initially with interest @ 10.00%, currently @ 11.75% p.a.and to be repaid in 24 EMIs of Rs. 62.00 lacs each w.e.f. January 2010 and next 25 EMIs of Rs. 77 Lacs each. The loan has been primarily secured by way of assignment of lease rent receivables from ''Express Trade Towers 1'', Noida and collateral security of Plot No. 15 – 16, Sector 16 A, Noida – 201 301 (U.P.) and building constructed thereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr. Sanjay Arora.

"Term Loan - III" has been sanctioned with Rs. 43.90 crores initially with interest @ 12.50%, currently @ 13.75% p.a. and to be repaid in 108 EMIs commencing from March 2011 i.e. Two months EMIs for March & April 2011 Rs. 33.50 lacs each, Third EMI for May 2011 Rs. 44.50 lacs, Next 33 EMIs from June 2011 to February 2014 Rs. 61.90 lacs each, next 36 EMIs from March 2014 to February 2017 Rs. 71.20 lacs each, next 34 EMIs from March 2017 to December 2019 Rs. 81.90 lacs each, next one EMI for January 2020 Rs. 71.50 lacs and last EMI for February 2020 Rs. 49.50 lacs. The loan has been primarily secured by way of assignment of lease rent receivables from ''Express Trade Towers 1'', Noida and collateral security of Plot No. 15 – 16, Sector 16 A, Noida – 201 301 (U.P.) and building constructed thereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr. Sanjay Arora.

"Term Loan - IV" has been sanctioned with Rs. 40.00 crores (out of which Rs. 35.00 crores has been borrowed as per terms of sanction) initially with interest @ 13.00%, currently @ 15.55% p.a.with moratorium of 2 years from August 2010 to July 2012 and to be repaid in 28 quarterly installments (27 installments of Rs. 1.43 crores each and 28th installment of Rs. 1.39 crores) starting from September 2012 to June 2019. The loan has been primarily secured against First charge by way of Equitable Mortgage on Commercial Land & Building at Plot No. 79, Sector - 34, Gurgaon - 122 001 (Haryana), Exclusive first hypothecation charge on machinery & equipments of the project and collateral security by way of First exclusive mortgage on plot no. 15 – 16, Sector 16 A, Noida – 201 301 (U.P.) and building constructed thereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr. Sanjay Arora and Corporate Guarantee of M/s York Calltech Pvt. Ltd., Subsidiary of the Company.

The Company operates three defined plans, viz., Gratuity, Leave Encashment (Earned Leave) and Leave Encashment (Sick Leave) for its employees. Under Gratuity Plan, every employee who has completed at least five years of service gets a gratuity on departure @ 15 days of last drawn salary for each completed year of service. The liability is unfunded.

Under Leave Encashment (Earned Leave) Plan, every employee who has completed at least one year of service is eligible to get 15 earned leaves. The liability is unfunded.

Under Leave Encashment (Sick Leave) Plan, every employee who has completed at least three months of service is eligible to get 12 sick leaves on proportionate basis in a year. The liability is unfunded.

2. SEGMENT INFORMATION

The Company has only one Business Segment (IT Infrastructure Provider) and Geographical Segment (India) and therefore, according to the management this is a Single Segment Company as envisaged in the Accounting Standard - 17 on "Segment Reporting" prescribed under the Companies (Accounting Standards) Rules, 2006.

3. RELATED PARTY DISCLOSURES

Related Party relationships / transactions warranting disclosures under Accounting Standard - 18 "Related Party Disclosures" prescribed under the Companies (Accounting Standards) Rules, 2006 are as under:

*Ceased to exist as a subsidiary during the previous financial year due to strike off under section 560 of the Companies Act, 1956 through Easy Exit Scheme 2011.

**By subscription to 100% of equity shares, Noida Towers Pvt. Ltd. has become wholly owned subsidiary during the current financial year.

#Ceased to exist as a subsidiary during the previous financial year due to transfer of shares.

@Ceased to exist during the previous financial year due to amalgamation.

Note: Figures in bracket represent previous year''s amount.

(c) Disclosure in Respect of Related Party Transactions during the year:

i) Loan given during the year includes Valley Computech Private Limited Rs. 4,549.70 Lacs (Previous Year Rs. 3,102.65 Lacs), Noida Towers Pvt. Ltd. Rs. 2.16 Lacs (Previous Year Rs. Nil).

ii) Loan received back during the year includes Valley Computech Private Limited Rs. 4,252.00 Lacs (Previous Year Rs. 1,189.00 Lacs), Drishti Apparels Private Limited Rs. Nil (Previous Year Rs. 48.67 Lacs), Express Infopark Private Limited Rs. Nil (Previous Year Rs. 0.75 Lacs), Express Techno Park Private Limited Rs. Nil (Previous Year Rs. 0.42 Lacs), Ambience Buildwell Private Limited Rs. Nil (Previous Year Rs. 10.21 Lacs), Amici Infopark Private Limited Rs. Nil (Previous Year Rs. 0.56 Lacs).

iii) Loan given, written off during the year includes Amici Infopark Private Limited Rs. Nil (Previous Year Rs. 8.94 Lacs), Express Infopark Private Limited Rs. Nil (Previous Year Rs. 2.75 Lacs), Express Techno Park Private Limited Rs. Nil (Previous Year Rs. 1.83 Lacs).

iv) Loan received during the year includes Mr. Sandeep Sethi Rs. Nil (Previous Year Rs. 184.00 Lacs), Mr. Sanjay Arora Rs. Nil (Previous Year Rs. 235.50 Lacs). The loan was not carrying interest.

v) Loan repaid during the year includes Mr. Sandeep Sethi Rs. 59.50 Lacs (Previous Year Rs. 124.50 Lacs), Mr. Sanjay Arora Rs. 68.00 Lacs (Previous Year Rs. 167.50 Lacs). The loan was not carrying interest.

vi) Advances given under Agreement to purchase Capital Assets include Express Infoways Private Limited Rs. 38.00 Lacs (Previous Year Rs. 170.00 Lacs).

vii) Advances received back under Agreement to purchase Capital Assets include Express Infoways Private Limited Rs. 675.70 Lacs (Previous Year Rs. 145.00 Lacs).

viii) Advances received under Agreement to Lease include Appreciate Fincap Private Limited Rs. Nil (Previous Year Rs. 78.50 Lacs).

ix) Advances refunded under Agreement to Lease include Appreciate Fincap Private Limited Rs. Nil (Previous Year Rs. 78.50 Lacs).

x) Interest-Free Security Deposit received includes Baba Infrastructures and Developers Limited Rs. Nil (Previous Year Rs. 165.00 Lacs).

xi) Refund of Interest-Free Security Deposit received includes Baba Infrastructures and Developers Limited Rs. Nil (Previous Year Rs. 165.00 Lacs).

xii) Refund of Share Application Money given includes Valley Computech Private Limited Rs. Nil (Previous Year Rs. 730.00 Lacs).

xiii) Purchase of Investment includes Noida Towers Pvt. Ltd. Rs. 1.00 Lac (Previous Year Rs. Nil).

xiv) Sale of Investment includes Mrs. Seema Sangla Rs. Nil (Previous Year Rs. 78.50 Lacs).

xv) Issue of Bonus Shares includes Drishti Overseas Pvt. Ltd. Rs. 5.52 Lacs (Previous Year Rs. Nil), Appreciate Fincap Pvt. Ltd. Rs. 28.12 Lacs (Previous Year Rs. Nil), Amici Securities Ltd. Rs. 4.90 Lacs (Previous Year Rs. Nil), Sandeep Sethi Rs. 51.38 Lacs (Previous Year Rs. Nil), Sanjay Arora Rs. 53.13 Lacs (Previous Year Rs. Nil), Gurupreet Sangla Rs. 30.00 Lacs (Previous Year Rs. Nil), Harvinder Singh Rs. 30.00 Lacs (Previous Year Rs. Nil), Satvinder Kaur Rs. 20.00 Lacs (Previous Year Rs. Nil), Kuldeep Kaur Rs. 12.50 Lacs (Previous Year Rs. Nil), Alka Sethi Rs. 3.75 Lacs (Previous Year Rs. Nil), Shakuntla Arora Rs. 2.94 Lacs (Previous Year Rs. Nil).

xvi) Investment written off during the year includes Express Infopark Private Limited Rs. Nil (Previous Year Rs. 5.00 Lacs), Express Techno Park Private Limited Rs. Nil (Previous Year Rs. 5.00 Lacs), Amici Infopark Private Limited Rs. Nil (Previous Year Rs. 1.00 Lac), Ambience Buildwell Private Limited Rs. Nil (Previous Year Rs. 1.00 Lac).

xvii) Director Remuneration Paid includes Mr. Gurupreet Sangla Rs. 15.00 Lacs (Previous Year Rs. 15.00 Lacs), Mr. Sandeep Sethi Rs. 15.00 Lacs (Previous Year Rs. 15.00 Lacs), Mr. Harvinder Singh Rs. 12.00 Lacs (Previous Year Rs. 12.00 Lacs), Mr. Sanjay Arora Rs. 12.00 Lacs (Previous Year Rs. 12.00 Lacs).

Notes:

a) Loans given to subsidiaries are in the nature of Interest-Free Loans where there is no repayment schedule and are re-payable on demand.

b) Corporate Guarantee of Rs. 640,000,000/- (Rupees Sixty Four Crores only) has been given to Punjab & Sind Bank to secure the term loans to one of the subsidiaries viz. M/s York Calltech Pvt. Ltd.

4. In the opinion of the management current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of the business.

Some of the advances paid to contractors and suppliers, account of trade receivables & payables are subject to confirmation, due reconciliation and consequential adjustments arising there from, if any; however the management does not expect any material variation.

Notes:

(a) Loans given to subsidiaries, as shown above, fall under the category of Loans & Advances in the nature of Interest Free Loans where there is no repayment schedule and are re-payable on demand.

(b) Loans to employees as per Company''s Policy are not considered.

(c) No investment is made by the loanee companies in the shares of parent Company.

b) Operating Lease

The Company has leased facilities under non-cancellable operating leases. However, the future minimum lease payment receivables in respect of these leases have not been disclosed since the above stated fixed assets have been sold as referred to under Note 35.

c) General Description of Lease terms:

i) Lease rentals are charged on the basis of agreed terms. ii) Assets are given on lease over a period of 3 to 9 years.

5. During the year ended March 31, 2012, the Company had signed definitive agreements with some investors for selling one of its business undertaking situated at Noida, as a going concern on a slump sale basis. The closure of the sale transaction was subject to fulfillment of certain conditions precedent as per the definitive agreements and subject to necessary regulatory approvals to be obtained by the Company. As on March 31, 2012, the closure of above transaction was pending.

After the closure of financial year, the above sale transaction got materialized at a sale consideration of Rs. 206.03 crores upon fulfillment of necessary precedent conditions and obtaining of the required regulatory approvals. Accordingly, the effect of above sale transaction shall be taken into account in the financial statements for the year 2012-2013.

6. CONTINGENT LIABILITIES AND COMMITMENTS Contingent Liabilities not provided for in respect of:

(a) The Company has given a Corporate Guarantee of Rs. 640,000,000/- (Rupees Sixty Four Crores only) to Punjab & Sind Bank to secure the term loan to one of its subsidiaries viz. M/s York Calltech Pvt. Ltd.

(b) During the previous financial year, company had received a demand of Entry Tax for Rs. 36,295/- u/s 22 of UPVAT Act, for the year 2007 – 2008, against which rectification had been filed under section 31(1) under UPVAT Act, with the Assistant Commissioner, Ward – 3, Commercial Tax, Noida which is still pending for disposal. The Company had been legally advised that the said demand is likely to be deleted and therefore no provision has been made in this respect.

COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of Advances): Rs. 31,012,859/- (Previous Year : Rs. 227,168,355/-) as certified by the management.

OTHER COMMITMENTS

(a) Advisory fee of Rs. 39,150,000/- shall be payable to consultants on successful execution of the transaction indicated in Note 35 above and the same shall be accounted for as and when actually incurred.

(b) All the charges, costs, expenses of whatever nature shall be borne by the Company in relation to the transfer of the undertaking indicated in Note 35 above and the same shall be accounted for as and when actually incurred.

7. During the year, the Company has deposited a sum of Rs. 215,159/- plus interest thereon of Rs. 97,849/- against the service tax under section 73(3) of the chapter V of the Finance Act, 1994 and same is charged to Statement of profit & loss under the head of "Miscellaneous Expenses" and "Interest Paid Others".

8. TAXATION

The Company got approval from the Ministry of Commerce & Industry under the provisions of Section 80IA of the Income Ta x Act, 1961 to declare ''Express Trade Towers'', Plot No. 15 & 16, Sector – 16A, Noida – 201 301 as an Industrial Park for availing tax benefits vide notification no. 347/ 2006 F. No. 178/122/2006 – ITA – I dt. November 17, 2006. The Company decided to exercise the option of availing the tax benefits for 10 continuous years from the Assessment Year 2008-2009.

9. Based on the information available with the Company, there are no dues outstanding to micro, small and medium enterprises covered under the Micro, Small and Medium Enterprises Development Act, 2006 at the Balance Sheet date. The above disclosure has been determined to the extent such parties have been identified on the basis of information available with the Company.

10. During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Company, for preparation and presentation of its financial statements. The Company has reclassified, regrouped and rearranged previous year figures, wherever considered necessary to conform to this year''s classification.

 
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