Notes to Accounts of ICSA-India Ltd.

Mar 31, 2015

Note 1 Corporate information

ICSA (INDIA) LIMITED (the "company") The company is engaged in the business of Rural Electrification, Construction of Sub stations, Conversion of LT line to HT lines etc and engaged in the business of providing energy Audit solutions to bring down Transmission & Distribution (T&D) losses by using its technologies for power distribution companies and also engaged in the business of development and maintenance of technology solutions which includes embedded solutions and software for Power, Oil, Gas and other sectors. The company registered office at Plot no.12, Software units layout , Cyberabad, Hyderabad-500081, Telangana.

a) Loans and advances, Sundry Debtors, Sundry Creditors and other Advances are subject to confirmation and reconciliation from the concerned parties. During the accounting period some of the projects were cancelled by the customers and invoked Bank Guarantees and the amounts were adjusted towards the Risk and Cost. The receivables and advances which are not recoverable have been written off of provided during the accounting period.

b) Foreign Currency Convertible Bonds (FCCBs) issue expenses are being writen off in proportion to conversion of FCCBs into Equity Shares or repayment of such FCCBs (as the case may be) as and when such conversion/ repayment takes place.

c) Inventory is valued at cost or net realisable value, whichever is lower on FIFO basis. Inventories has been physically verified by the management and valued by the management. The diminution in the inventories on account of very slow in the progress in the completion of the projects amounting to Rs.3221.69 Lakhs has been written off during the accounting period and the same have been accounted under the consumption of the raw materials and changes in the work-in-progress/finished goods.

d) The appointment of and payment of remuneration to Dr.TVS Prasad, Executive Director w.e.f. 15.05.2012 has been declined by the Government of India and the salary Rs.7.85 Lakhs paid during the year (previouns accounting period Rs.13.76 Lakhs) has been considered under advance. The company once again approached the Government of India for approval of salary for Executive Director, the approval of which is yet to be received. Dr. TVS Prasad has resinged from the directorship w.e.f.24.03.2014.

e) Consolidated Accounts with the accounts of Subsidiary i.e. ICSA International Pte Limited

ICSA International Pte Limited have been dissolved vide the letter dated 21.11.2014 of Accounting and Corporate Regulatory Aauthority (ACRA), Singapore and hence the consolidaed accounts has not been prepared for the year.

f) Segment Information:

The company has identified three reportable segments Viz. contracts and services, Embeded solutions and software services and Power Generation. Segments have been identified and reported taking in to account nature of products and services. The accounting policies adopted for segment reporting are in line with the accounting policy of the company.

g) Deferred Tax has not been provided, as there is no certainty of taxable profits in the near future.

h) CDR package

The CDR package sanctioned by the banks on 16.03.2012, could not be implemented as per the sanctioned terms and correspondingly the banks have revoked the package in November 2013.

i) Sickness of the company

The reference made by the company to the Hon'ble Board for Industrial and Financial Reconstruction (BIFR) and the same has been registered vide case no.70/2013 and the company has been declared as Sick u/s.3(1)(o) of Sick Industrial Companies (Special Provisions) Act, 1985 on 12.02.2014. The company has submitted the Draft Rehabilitaion Scheme (DRS), which is yet to be considered.

j) The previous accounting period figures are regrouped / reclassified wherever necessary.

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Jun 30, 2014

Note 1 Corporate information

ICSA (INDIA) LIMITED (the "company'''') The company is engaged in the business of Rural Electrification, Construction of Sub stations, Conversion of LT line to HT lines etc and engaged in the business of providing energy Audit solutions to bring down Transmission & Distribution (T&D) losses by using its technologies for power distribution companies and also engaged in the business of development and maintenance of technology solutions which includes embedded solutions and software for Power, Oil, Gas and other sectors. The company registered office at Plot No.12, Ground Floor, Softfro Heights, Software units Layout, Cyberabad, Hyderabad-500081, Telangana.

Note 2

a) Contingent liabilities and commitments (to the extent not provided for)

i) Income Tax & TDS (Rupees in Lakhs) As At June 30, As At June 30, Particulars 2014 2013

a) Income Tax for Assessment 2,188.06 2,188.06 Year 2010-11

b) Income Tax for Assessment 40,361.92 - Year 2011-12

c) Interest on TDS for Fin. - 430.59 Year 2010-11 & 2011-12

Total 42,549.98 2,618.65

The appeal preferred with CIT(Appeals) for AY 2010-11 & AY 2011-12. Company has received order from the CIT (Appeals) with no liability of TDS and hence there is no liability of interest on TDS. The IT department has preferred an appeal with ITAT, which is yet to be disposed. The company is expecting that the appeals will be disposed in favour of the company.

d) Loans and advances, Sundry Debtors, Sundry Creditors and other Advances are subject to confirmation and reconciliation from the concerned parties. During the year some of the projects were cancelled by the customers and invoked Bank Guarantees and the amounts adjusted towards the Risk and Cost. The receivables and advances which are not recoverable has been written off / provided during the year.

e) Foreign Currency Convertible Bonds (FCCBs) issue expenses are being writen off in proportion to conversion of FCCBs into Equity Shares or repayment of such FCCBs (as the case may be) as and when such conversion/ repayment takes place.

f) Inventory is valued at cost or net realisable value, whichever is lower on FIFO basis. Inventories has been physically verified by the management and valued by the management. The diminution in the value of Rs.7238.51 Lakhs on the inventories has been accounted under the consumption of the raw materials and changes in the work-in-progress/finished goods.

g) The appointment of and payment of remuneration to Dr. TVS Prasad, Executive Director w.e.f. 15.05.2012 has been declined by the Government of India and the salary Rs.7.85 Lakhs paid during the year (previous accounting period Rs.13.76 Lakhs) has been considered under advance. The company once again approached the Government of India for approval of salary for Executive Director, the approval of which is yet to be received. Dr. TVS Prasad has resigned from the directorship w.e.f.24.03.2014.

h) Consolidated Accounts with the accounts of Subsidiary i.e. ICSA International Pte Limited

ICSA International Pte Limited has applied for dissolution of the company with the appropriate authorities at Singapore and hence the consolidated accounts has not been prepared for the year.

i) Segment Information:

The company has identified three reportable segments Viz. contracts and services, Embeded solutions and software services and Power Generation. Segments have been identified and reported taking in to account nature of products and services. The accounting policies adopted for segment reporting are in line with the accounting policy of the company.

l) CDR package

The CDR package sanctioned by the banks on 16.03.2012, could not be implemented as per the sanctioned terms and correspondingly the banks have revoked the package in November 2013.

m) Sickness of the company

The reference made by the company to the Hon''ble Board for Industrial and Financial Reconstruction (BIFR) and the same has been registered vide case no.70/2013 and the company has been declared as Sick u/s.3(1)(o) of Sick Industrial Companies (Special Provisions) Act, 1985 on 12.02.2014. The company has submitted the Draft Rehabilitation Scheme (DRS), which is yet to be considered.

n) The previous accounting period figures are regrouped / reclassified wherever necessary.

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Jun 30, 2013

Note 1

a) Contingent liabilities and commitments (to the extent not provided for)

i) Income Tax & TDS (Rupees in Lakhs)

As At As at

Particulars 30 June,2013 31 March, 2012

a) Income Tax for Assessment Year 2009-10 - 848.12

b) Income Tax for Assessment Year 2010-11 2,188.06 -

c) Interest on TDS for Fin. Year 2010-11 & 2011-12 430.59 -

Total 2,618.65 848.12

The appeal preferred with CIT(Appeals) for AY 2010-11 and appeal prefered with CIT (Appeals) for interest on TDS. The company is expecting that the appeals will be disposed in favour of the company.

ii) Sales Tax and Service Tax: The assessment of Sale Tax & Service Tax for the years 2010-11, 2011- 12 & 2012-13 is under progress. The additional liability would be Rs.428.23 Lakhs towards sales tax and Rs. 363.80 Lakhs towards service tax. The company will prefer appeals to the appellant authorities and confident of getting order in favour of the company.

iv) The banks has reduced the interest rate to 11% p.a. from 15% p.a. in sanctioning CDR package. The differential interest at 4% p.a. is payable as Right of Recompense to banks after completion of 7 years from the cutoff date of CDR package. The liability towards the differential interest as on 30th June 2013 would be Rs.6427.58 Lakhs.

d) Loans and advances, Sundry Debtors, Sundry Creditors and other Advances are subject to confirmation and reconciliation from the concerned parties. During the year many projects was cancelled by the customers and invoked the Bank Guarantees and the customers has adjusted the amount of Bank Guarantees, pending receivables and retention amounts towards the Risk & Cost as per the conditions of the contracts. The effect of this is Rs.20781 Lakhs, which has been written off during the year.

e) FCCB issue expenses are being written off in proportion to conversion of FCCBs into Equity Shares or repayment of such FCCBs (as the case may be) as and when such conversion/repayment takes place.

f) Inventory is valued at cost or net realizable value, whichever is less on FIFO basis. Inventories at some of the projects have been physically verified by an independent auditors and balance have been verified by the management. The difference in the value of book stock and physical stock of raw materials Rs. 9463.13 Lakhs is accounted as consumption of raw materials and difference in work-in-progress Rs. 14646.76 Lakhs included in the change in inventories finished goods & work-in-progress in the statement of profit & loss.

g) The ESOP options in force as on 31.03.2012 under ESOP scheme 2008 & ESOP scheme 2009 of 1,75,000 options & 3,50,000 options respectively could not be exercised by the employees due to reduction in the market price of shares of the company. The time limit for exercise of the options is available for scheme 2008 & scheme 2009 till September 2014 & September 2015 respectively.

h) The appointment of and payment of remuneration to Dr. Venkata Satya Prasad Tholada as Executive Director w.e.f. 15.05.2012 has been declined by the Government of India and the salary Rs.13.76 Lakhs paid has been considered under advance. The company once again approaching the Government of India for approval of salary for Executive Director.

i) While reconciliation of the advances to suppliers for materials and sub-contractors, the bills relating to the earlier years for an amount of Rs.17674.36 Lakhs were received and accounted during the accounting period.

# Figures in Italic represents Previous Year amount m) Deferred Tax has not been provided, as there is no certainty of taxable profits in the near future.

o) CDR package

The loans of the company have been restructured under the Corporate Debt Restructuring (CDR) System. The CDR package was sanctioned by the CDR Empowered Group, at their meeting held on 16.03.2012 and approval letter has been given by the CDR Cell on 31.03.2012. The CDR package could not be implemented completely during the accounting period. The company has approached the bankers for the revised CDR package, which is yet to be considered by the consortium of banks.

p) Legar matters

i) India Factoring and Finance Solutions Pvt Limited file suit for recover of dues of Rs.231.20 Lakhs and winding up petition u/s. 433 & u/s.434 of Companies Act, 1956.

ii) The suppliers has filed the suits u/s. 138 for bouncing of cheques for Rs.2203.82 Lakhs, civil suits for recovery of the dues of Rs.602.28 Lakhs and winding up petitions u/s.433 & u/s.434 of Companies Act, 1956 with a dues of Rs. 989.17 Lakhs which are pending for disposal at various courts.

Note 2 1. Corporate information

ICSA (INDIA) LIMITED (the " company " ) The company is engaged in the business of Rural Electrification, Construction of Sub stations, Conversion of LT line to HT lines etc and engaged in the business of providing energy Audit solutions to bring down Transmission & Distribution (T&D) losses by using its technologies for power distribution companies and also engaged in the business of development and maintenance of technology solutions which includes embedded solutions and software for Power, Oil, Gas and other sectors. The company registered office at Plot No. 12, Software units layout, Cyberabad, Hyderabad-500081, Andhrapradesh.

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Mar 31, 2011

1. All amounts presented in the financial statements are in "Rupees in Lakhs", except per share data as other wise stated.

2. The company has no contingent liabilities as on March 31, 2011 acknowledged as debts except the Bank Guarantees given to various government departments to the extent of Rs. 38,043.18 Lakhs and letters of credit of Rs. 11,043.73 Lakhs.

3. The company has no dues outstanding more than 30 days to any of the Small Scale Industrial undertakings as on March 31, 2011.

4. Certain balances of loans and advances, sundry debtors and sundry creditors are subject to confirmation from the concerned parties.

5. a) FCCB issue expenses are being written off in proportion to conversion of FCCBs into Equity Shares or repayment of such FCCBs (as the case may be) as and when such conversion/repayment takes place.

b) The product development expenditure incurred during the current financial year of Rs. 460.49 Lakhs is amortised over a period of Five years on a straight line basis.

6. Inventory:

Inventory is valued at cost or net realisable value, whichever is less on FIFO basis. Inventories are physically verified and certified by the management.

7. The Company has allotted 462,497 Equity shares of Rs. 2 each to its employees on exercise of Employees Stock Options. During the year, the company has issued 2,500,000 fully convertible warrants to promoter group and 500,000 fully convertible warrants to others at an issue price of Rs. 145 per warrant, convertible to 3,000,000 equity shares within eighteen months from the date of issue.

8. Related parties information:

a) Information regarding related party transactions as per Accounting Standard 18 is given below:

Names of related parties and description of relationship:

Party Relationship

ICSA International PTE Limited 100% Subsidiary

B R G Energy Limited Associate

Sahasra Investments Pvt Limited Associate

Cura Technologies Limited Associate

Key Management Personnel as on March 31, 2011

Name Designation

G Bala Reddy Chairman and Managing Director

P Kodanda Ramaiah Director (Technical)

14. a) The Company has availed various working capital credit facilities under multiple banking arrangement from:

- State Bank of India, CAG Branch, Punjagutta, Hyderabad.

- Bank of India, Large Corporate Branch, Hyderabad.

- Union Bank of India, Khairatabad Branch, Hyderabad.

- Punjab National Bank, Large Corporate Branch, Annasalai, Chennai.

- IDBI Ltd, Chapel Road Branch, Hyderabad.

- Andhra Bank, Sultan Bazaar Branch, Hyderabad.

The following securities were offered for availing regular Working Capital limits:

i. First Charge on both present and future current & fixed assets of the Company ranking pari passu with other banks under multiple banking arrangements.

ii. Exclusive charge to SBI on Flat No: 1092 situated at Sector – A, Pocket A, (SAS Category – III), Vasant Kunj, New Delhi and pledge of 625,000 shares held by promoters of the Company.

iii. Second charge on Wind mill project assets financed by Andhra Bank.

b) The Company has availed term loan facilities from Andhra Bank, Sultan Bazaar Branch, Hyderabad for setting up of wind mills at Tamilnadu and Karnataka. The following securities were offered in this regard :

i. The term loan is secured by hypothecation of wind mills at Tamilnadu and Karnataka and Mortgage of the land pertaining to these wind mill plants.

ii. Second Charge on existing fixed assets of the Company.

c) The Company has availed credit limits for specific projects from State Bank of India, CAG Branch, Punjagutta, Hyderabad. The following securities were offered for availing these credit limits :

i. First charge on project specific current assets of the Company

ii. Pledge of 100,000 shares held by promoters of the Company.

d) The Company has availed short term loans from:

- Canara Bank, Prime Corporate Branch, Secunderabad.

- IDBI Ltd, Chapel Road Branch, Hyderabad.

The following securities were offered for availing the short term loans:

i. Canara Bank: Pledge of 714,300 shares held by promoters of the Company.

ii. IDBI LTD: First Charge on the current assets of the Company on pari passu basis under multiple banking arrangements.

e) The Company has also availed adhoc cash credit limits from:

- Bank of India, Large Corporate Branch, Hyderabad.

- Union Bank of India, Khairatabad Branch, Hyderabad.

- Punjab National Bank, Large Corporate Branch, Annasalai, Chennai.

- Andhra Bank, Sultan Bazaar Branch, Hyderabad.

The following securities were offered in this regard:

i. First charge on the current assets of the Company ranking pari passu under multiple banking arrangements.

9. Investments comprising shares in other listed companies are valued at cost and classified as long term investments. Provision for diminution in value of Investments is made to recognise the decline.

10. Additional information pursuant to provisions of the Para 3 and 4 of Part II of Schedule VI of the Companies Act, 1956.

a) The company is engaged in the business of development and maintenance of technology solutions which includes embedded solutions and software for Energy Sector. The production and sale of such solutions cannot be expressed in any generic units and hence, it is not possible to give quantitative details.

b) The company is also engaged in the business of providing energy Audit solutions to bring down Transmission & Distribution (T&D) losses by using its technologies for power distribution companies. Wherein there are number of components involved in production / assembling execution and it is not possible for us to give quantitative details of purchase of such components which are small in value and large in quantity.

c) The company is also engaged in the business of Rural Electrification, Construction of Sub stations, Conversion of LT line to HT lines and generation of wind power. Due to the nature of job, it is difficult to furnish quantitative details.

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Mar 31, 2010

1. The company has no contingent liabilities as on 31-03-2010 acknowledged as debts except the Bank Guarantees given to various Government departments to the extent of Rs. 37316.52 Lakhs and Letters of credit of Rs. 5783.77 Lakhs.

2. The company has no dues outstanding more than 30 days to any of the Small Scale Industrial undertakings as on 31-03-2010.

3. Certain balances of loans and advances, sundry debtors and sundry creditors are subject to confirmation from the concerned parties.

4. a) The company has amortized FCCB issue expenses in proportion to conversion of FCCBs into Equity Share Capital as and when the conversion has taken place.

b) The product development expenditure incurred during the current financial year of Rs. 903.58 Lakhs is amortized over a period of Five years on a straight line basis.

5. Inventory:

Inventory is valued at cost or net realizable value, whichever is less on FIFO basis. Inventories are physically verified and certified by the management.

6. The Company has allotted 3,37,495 Equity shares of Rs. 2 each to its employees on exercise of Employees Stock Options.

7. Depreciation charged to profit and loss account for the year consists of Rs. 232.02 Lakhs pertaining to the previous year 2008-2009.

8. a. The Company has availed various credit limits from State Bank of India, CAG Branch, Punjagutta, Hyderabad, Bank of India, Khairatabad Branch, Hyderabad, Union Bank of India, Khairatabad Branch, Hyderabad, Punjab National Bank, Chennai and Andhra bank, Sultan Bazar Branch, Hyderabad. Under the multiple banking arrangements, the following securities were offered for availing credit limits:

i. First Charge on both current ft fixed assets of the company ranking pari passu with other banks under multiple banking arrangements.

ii. Exclusive Charge to SBI on Flat No.: 1092 situated at Sector - A, Pocket A, (SAS Category - III), Vasant Kunj, New Delhi and pledge of 6,25,000 shares held by promoters of the company.

b. The Company has availed term loan facilities from Andhra Bank, Sultan Bazar, Hyderabad Branch and the following securities were offered in this regard:

i. The term loan is secured by hypothecation of wind mills at Tamil Nadu and Karnataka and Mortgage of the land pertaining to these wind mill plants.

ii. Second charge on the existing fixed assets of the company

c. The company has availed credit limits for specific projects from State Bank of India CAG branch, Hyderabad and Andhra bank Sultan Bazar Branch, Hyderabad. The following securities were offered for availing these credit limits:

i. SBI Specific Project:

First charge on project specific current assets of the company and pledge of 1,00,000 shares held by promoters of the company.

ii. Andhra Bank Specific Project:

First charge on project specific current assets of the company, second charge on present and future current ft fixed assets of the company ranking pari passu under multiple banking arrangements.

9. Investments comprising shares in other listed companies are valued at cost and classified as long term investments. Long term investments are measured at cost, however provision for diminution in value is made to recognize the decline other than temporary in the value of the investments.

10. Additional information pursuant to provisions of the Para 3 and 4 of Part II of Schedule VI of the Companies Act, 1956.

a) The company is engaged in the business of development and maintenance of technology solutions which includes embedded solutions and software for Power, Oil, Gas and other sectors. The production and sale of such solutions cannot be expressed in any generic units and hence, it is not possible to give quantitative details.

b) The company is also engaged in the business of providing energy Audit solutions to bring down Transmission & Distribution (TEtD) losses by using its technologies for power distribution companies, wherein there are number of components involved in production /assembling/ execution and it is not possible for us to give quantitative details of purchase of such components which are small in value and large in quantity.

c) The company is also engaged in the business of Rural Electrification, Construction of Substations, Conversion of LT line to HT lines etc. Due to the nature of job, it is difficult to furnish quantitative details.

The directors submit their report together with the audited financial statements of the Company for the year ended 31 March 2010