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Notes to Accounts of Kalpataru Power Transmissions Ltd.

Mar 31, 2015

1. (Rs, in lacs)

As at 31st As at 31st March 2015 March, 2014

CONTINGENT LIABILITIES IN RESPECT OF

(a) Bank guarantees given by the Company 1,148.60 1,796.09

(b) Bills Discounted with Banks 11,767.29 13,984.64

(c) Claims against Company not acknowledged as debt 3,165.25 2,446.08

(d) Demands by Excise/Income Tax/Stamp Duty and other Tax/ Revenue 4,915.73 3,196.07 Authorities, disputed by the company

(e) VAT/WCT demands disputed in Appeals 79.63 117.48

(f) Corporate Guarantee given for loan given to a subsidiary company 10,000.00 -

(g) Corporate Guarantee given for performance on behalf of a subsidiary 126.50 company

2. CAPITAL & OTHER COMMITMENTS

(a) Capital Commitments

Estimated amount of contracts remaining to be executed on capital account Tangible Assets and not provided for (Net of advances) 885.85 400.04

(b) The Company has given an undertaking to the term lenders of Kalpataru Satpura Transco Pvt. Ltd to meet cost overrun of the Project

3. RETIREMENT BENEFIT PLANS

a) Defined contribution Plans

The Company made contribution towards provident fund, a defined contribution retirement benefit plan for qualifying employees. The provident fund plan is operated by the Regional Provident Fund Commissioner. The Company recognized Rs. 1,062.15 lacs (Previous Year Rs. 906.17 lacs) for provident fund contributions in the statement of profit & loss. The contributions payable to these plans by the company are at rates specified in the rules of the scheme.

b) Defined benefit plans

The Company made annual contributions to the Employee''s Group Gratuity cash accumulation schemes of the Life Insurance Corporation of India & Star Union Dai-ichi Life Insurance Company Ltd., a funded defined benefit plan for qualifying employees. The scheme provides for payment to vested employees at retirement/death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of the defined benefit obligation and the related current service cost were measured using the Projected Unit Credit method as per actuarial valuation carried out at the balance sheet date.

4. The Company''s significant leasing/ licensing arrangements are mainly in respect of residential / office premises and equipments, which are operating leases. The aggregate lease rental payable on these leasing arrangements are charged as rent and equipment hire charges in these accounts amounting to Rs. 4,998.48 lacs (previous year Rs. 4,189.72 lacs). These leasing arrangements are for a period not exceeding 9 years and are in most cases renewable by mutual consent, on mutually agreeable terms. Future lease rental payable in respect of assets on lease for not later than 1 year is Rs. 268.62 lacs (previous year Rs. 959.97 lacs), for later than 1 year but not later than 5 years is Rs. 491.44 (previous year Rs. 139.20 lacs) and for later than 5 years but not later than 9 years is Rs. 171.94 lacs (previous year - Nil).

5. (1) The Company has entered into consortium with

(a) JSC Zangas, Russia separately for four gas pipeline projects (i) Vijaipur to Kota (ii) Panvel to Dabhol (iii) Vijaipur to Dadari and (iv) Dadari-Panipat.

(b) JMC Projects (India) Limited and G.B. Yadav & Co. Pvt. Ltd. for railway projects as "KPTL-JMC-Yadav JV".

(c) GPT Infrastructure Limited for railway projects as "GPT-KPTL JV".

(d) Cimechel Electric Co. for railway projects as "CIMECHEL-KPTL JV"

(e) CHC Engineering Co. Ltd. for transmission line projects as "The Consortium of Kalpataru and CHC"

(f) Techno Electric & Engineering Co. Ltd. for transmission line projects as "Kalpataru - Techno"

(g) Jyoti Structure Ltd. for transmission line projects as "Kalpataru - Jyoti Consortium"

(h) AER Construction and Development Co. Inc. for transmission line projects as "KPTL and AER Consortium"

(i) Kinden Corporation for transmission line projects as "The Joint Venture of KPTL-Kinden"

Revenue, expenses, assets and liabilities for contracts awarded to aforesaid consortiums and executed by the Company under work sharing arrangements are recognized on the same basis as similar contracts independently executed by the Company.

(2) In respect of contract executed in Joint Controlled entities (JCE), the services rendered to them accounted as revenue for the work done. The detail of JCE are as follows:-

6. A sum of Rs. 426.62 lacs is receivable (Previous Year Rs. 31.04 lacs) from eligible Gold Standard Certified Emission Reduction (GSCERs) from Atmosfair GmbH of Germany, on account of generation of electricity from agricultural residues like mustard husk and cotton sticks at Sri Ganganagar Power Plant under the Clean Development Mechanism (CDM) of Kyoto Protocol for preventing environmental degradation. There is no CER''s under certification as on 31.03.2015.

7. Advance taxes paid, including tax deducted at sources are shown as assets net of provision of tax including foreign tax. Provision for tax (including foreign tax) is made after considering depreciation, deductions and allowances as per applicable tax statutes and regulations there under.

8. In the opinion of the Management, the balances shown under trade receivable, accrued value of work done, loans and advances, whether current or non-current, have approximately the same realizable value as shown in the accounts.

9. The Management is of the opinion that as at the Balance Sheet date, there are no indications of a material impairment in the value of fixed assets. Hence, the need to provide for an impairment loss does not arise.

10. Previous year''s figures have been regrouped and/or rearranged wherever considered necessary


Mar 31, 2014

1 The Company has only one class of Equity Shares having par value of Rs. 2 per share. Each holder of Equity Shares is entitled to one vote per share. The dividend is declared and paid on being proposed by the Board of Directors after the approval of the Shareholders in the ensuing Annual General Meeting.

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

2 Foreign Currency Loans from Banks carries interest of 3M $ Libor Spread and is repayable in 13 equal quarterly instalments starting from 21.10.2013. The loan is secured by charge over specific movable fixed assets financed through this loan.

3 Rupee Loans:

(a) Rupee loans from NBFC carries interest of 10.25% p.a. and is repayable in 35 equal monthly instalments along with interest. The loan is secured by hypothecation of specific moveable fixed assets of the Company.

(b) Rupee loans from Bank carries interest in the range of 6.99% - 11.00% p.a. and is repayable in 36 equal monthly instalments along with interest. The loan is secured by hypothecation of Vehicles.

4 Working Capital Facilities from Banks are secured in favour of consortium of bankers by hypothecation of stocks, stores and spares, books debts, bills receivables and all other movable assets on pari passu basis. Also secured by movable and immovable fixed assets (including land and building situated at Gandhinagar, Gujarat) of transmission and distribution division and infrastructure division of company, on which debenture holders have first exclusive charge to the extent of 1.25 times of outstanding NCDs.

5. Retirement benefit plans:

a) Defined contribution Plans

The Company made contribution towards provident fund, a defined contribution retirement benefit plan for qualifying employees. The provident fund plan is operated by the Regional Provident Fund Commissioner. The Company recognized Rs. 906.17 lacs (Previous Year Rs. 793.13 lacs) for provident fund contributions in the statement of profit & loss. The contributions payable to these plans by the company are at rates specified in the rules of the scheme.

b) Defined benefit plans

The Company made annual contributions to the Employee''s Group Gratuity cash accumulation schemes of the Life Insurance Corporation of India & Star Union Dai-ichi Life Insurance Company Ltd., a funded defined benefit plan for qualifying employees. The scheme provides for payment to vested employees at retirement/death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of the defined benefit obligation and the related current service cost were measured using the Projected Unit Credit method as per actuarial valuation carried out at the balance sheet date.

6. The Company''s significant leasing/ licensing arrangements are mainly in respect of residential / office premises and equipments, which are operating leases. The aggregate lease rental payable on these leasing arrangements are charged as rent and equipment hire charges in these accounts amounting to Rs. 4,189.72 lacs (previous year Rs. 2,610.24 lacs). These leasing arrangements are for a period not exceeding 5 years and are in most cases renewable by mutual consent, on mutually agreeable terms. Future lease rental payable in respect of assets on lease for not later than 1 year is Rs. 959.97 lacs (previous year Rs. 867.21 lacs) and for later than 1 year but not later than 5 years is Rs. 139.20 lacs (previous year Rs. 696.07 lacs).

7. (1) The Company has entered into consortium with

(a) JSC Zangas, Russia separately for four gas pipeline projects (i) Vijaipur to Kota, (ii) Panvel to Dabhol (iii) Vijaipur to Dadari and (iv) Dadari-Panipat,

(b) JMC Projects (India) Limited and G.B. Yadav for railway projects as "KPTL-JMC-Yadav JV".

(c) GPT Infrastructure Limited for railway projects as "GPT-KPTL JV".

Revenue, expenses, assets and liabilities for contracts awarded to aforesaid consortiums and executed by the Company under work sharing arrangements are recognized on the same basis as similar contracts independently executed by the Company.

8. A sum of Rs. 31.04 lacs is receivable (Previous Year Rs. 572.01 lacs) from eligible Certified Emission Reduction (CERs) from Atmosfair GmbH of Germany, on account of generation of electricity from agricultural residues like mustard husk and cotton sticks at Sri Ganganagar Power Plant under the Clean Development Mechanism (CDM) of Kyoto Protocol for preventing environmental degradation. There is no CER''s under certification as on 31.03.2014.

9. Advance taxes paid, including tax deducted at sources are shown as assets net of provision of tax including foreign tax. Provision for tax (including foreign tax) is made after considering depreciation, deductions and allowances as per applicable tax statutes and regulations there under.

10. In the opinion of the Management, the balances shown under trade receivable, accrued value of work done, loans and advances, whether current or noncurrent, have approximately the same realizable value as shown in the accounts.

11. The Management is of the opinion that as at the Balance Sheet date, there are no indications of a material impairment in the value of fixed assets. Hence, the need to provide for an impairment loss does not arise.

12. Previous year''s figures have been regrouped and/or rearranged wherever considered necessary.


Mar 31, 2013

1.1 The Company has only one class of Equity Shares having par value of Rs.2/- per share. Each holder of Equity Shares is entitled to one vote per share. The dividend is declared and paid on being proposed by the Board of Directors after the approval of the Shareholders in the ensuing Annual General Meeting.

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

1.2 Foreign Currency Loans from Banks carries interest of 3M $ Libor Spread and is repayable in 13 equal quarterly instalments starting from 21.10.2013. The loan is secured by charge over specific movable fixed assets financed through this loan.

1.3 Rupee Loans:

(a) Rupee loans from NBFC carries interest of 10.25% p.a. and is repayable in 35 equal monthly instalments along with interest. The loan is secured by hypothecation of specific moveable fixed assets of the Company,

(b) Rupee loans from Bank carries interest in the range of 6.99% - 10.85% p.a. and is repayable in 35 / 36 equal monthly instalments along with interest. The loan is secured by hypothecation of Vehicles.

2. In the opinion of the Management, the balances shown under trade receivable, accrued value of work done, loans and advances, whether current or noncurrent, have approximately the same realizable value as shown in the accounts. However, these balances are subject to confirmations.

3. The Management is of the opinion that as at the Balance Sheet date, there are no indications of a material impairment in the value of fixed assets. Hence, the need to provide for an impairment loss does not arise,

4. A fire occurred on 9th April 2013 at one of the transmission line project store where insulators supplied by the client and lying in Company''s custody were damaged. These insulators are covered under insurance. Survey by insurance company and loss assessment is in progress. In view of insurance coverage, Company does not envisage any significant loss from the incident,

5. Financial figures of foreign operations of the company''s overseas branches in Philippines, Ukraine, Thailand, Sri Lanka, Bangladesh, Algeria, Ethiopia, Kenya, Abu Dhabi, Tanzania, Congo, Qatar, Kuwait and South Africa have been incorporated on the basis of balance sheets and statement of profit and loss (financial statements) audited locally at the respective branches. In respect of overseas branches in Nepal, Armenia, Saudi Arabia, Djibouti, Uganda and Bhutan, financial statements for the year have been prepared and audited in India.

6. Advance taxes paid, including tax deducted at sources are shown as assets net of provision of tax including foreign tax. Provision for tax (including foreign tax) is made after considering depreciation, deductions and allowances as per applicable tax statutes and regulations there under

7. During the financial year 2010-11, 4,192,114 equity shares of Rs.10/- each at a premium of Rs.1,064.20 per share totaling to Rs. 45,031.69 lacs were allotted to the Qualified Institutional Investors under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 for the purpose of capital expenditure, expansion of manufacturing capacity (transmission line towers), long-term investment in PPP BOT BOOT and BOOM projects, development of EPC services, further investment in existing divisions and subsidiaries, working capital and such other purposes as may be permissible under applicable laws and government policies, including strategic initiatives such as investment and/or acquisitions. The proceeds from the issue have been utilized as follows:

8. Retirement benefit plans:

a) Defined contribution Plans

The Company made contribution towards provident fund, a defined contribution retirement benefit plan for qualifying employees. The provident fund plan is operated by the Regional Provident Fund Commissioner. The Company recognized Rs. 793.13 lacs (Previous Year Rs.679.75 lacs) for provident fund contributions in the statement of profit & loss. The contributions payable to these plans by the company are at rates specified in the rules of the scheme.

b) Defined benefit plans

The Company made annual contributions to the Employee''s Group Gratuity cash accumulation scheme of the Life Insurance Corporation of India & Star Union Dai-ichi Life Insurance Company Ltd., funded defined benefit plans for qualifying employees. The scheme provides for payment to vested employees at retirement/death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of the defined benefit obligation and the related current service cost were measured using the Projected Unit Credit method as per actuarial valuation carried out at the balance sheet date.

The following tables sets out the status of the gratuity plan as required under AS-15 and the amounts recognized in the Company''s financial statements as at March 31, 2013.

9. Related Party disclosure as required by Accounting Standard -18 is as below:

(a) List of Related Parties

i. Subsidiaries

- JMC Projects (India) Limited

- Shree Shubham Logistics Limited

- Energy Link (India) Limited

- Amber Real Estate Limited

- Kalpataru Power Transmission (Mauritius) Limited

- Kalpataru South Africa (Pty) Limited

- Kalpataru Power Transmission Nigeria Limited

- Kalpataru Power Transmission USA INC

- Adeshwar Infrabuild Limited

- Jhajjer Power Transmission Private Limited *

- Kalpataru Power Transmission International BV

- Kalpataru Power Transmission Ukraine

ii. Indirect Subsidiaries:

- JMC Mining and Quarries Limited

- Saicharan Properties Limited

- Brij Bhoomi Expressway Private Limited

- Wainganga Expressway Private Limited

- Kalpataru Power JLT

- Vindhyachal Expressway Private Limited

- Kalpataru Industria E comercia S.A**

iii. Enterprises under significant influence, which are having transaction with Companies:

- Kalpataru Properties Private Limited

- Kalpataru Theatres Private Limited

- Property Solution (India) Private Limited

- PK. Velu & Co. Private Limited

- Kalpataru Enterprises

- Kalpataru Limited

- Argos International Marketing Private Limited

iv. Key Management Personnel:

- Ranjit Singh - Managing Director (since 1st Nov.,2012)

- Pankaj Sachdeva - Managing Director (upto 31st Oct.,2012)

- Manish Mohnot - Executive Director

v. Individuals having significant influence :

- Mofatraj P Munot - Promoter Director

- Parag Munot - Promoter Director

vi. Joint Ventures :

- Jhajjer KT Transco Private Limited

- Gestamp Kalpataru Solar Steel Structure Private Limited

- The Company has sold its stake on 13-03-2013

** Earlier known as Brafer Kalpataru Industria E Comercio S.A.

10. The Company''s significant leasing/ licensing arrangements are mainly in respect of residential / office premises and equipments, which are operating leases. The aggregate lease rental payable on these leasing arrangements are charged as rent and equipment hire charges in these accounts amounting to Rs. 2,610.24 lacs (previous year Rs.2,304.07 lacs). These leasing arrangements are for a period not exceeding 5 years and are in most cases renewable by mutual consent, on mutually agreeable terms. Future lease rental payable in respect of assets on lease for not later than 1 year is Rs. 867.21 lacs (previous year Rs. 828.32 lacs) and for later than 1 year but not later than 5 years is Rs. 696.07 lacs (previous year Rs.347.44 lacs).

11. A sum of Rs. 572.01 Lacs is receivable (Previous Year Rs. 1,554.85 Lacs) from eligible Certified Emission Reduction (CERs) from Senter Novem, an agency of Government of Netherland & Atmosfair GmbH of Germany, on account of generation of electricity from agricultural residues like mustard husk and cotton sticks at Sri Ganganagar & Tonk Power Plants under the Clean Development Mechanism (CDM) of Kyoto Protocol for preventing environmental degradation. Number of CER''s under certification as on 31-03-2013 were 93,724 pertaining to period 01-03-2011 to 30-06-2012.

12. (1) The Company has entered into consortium with

(a) JSC Zangas, Russia separately for four gas pipeline projects (i) Vijaipur to Kota, (ii) Panvel to Dabhol (iii) Vijaipur to Dadari and (iv) Dadari-Panipat,

(b) JMC Projects (India) Limited and G.B. Yadav for railway projects as "KPTL-JMC-Yadav JV".

(c) GPT Infrastructure Limited for railway projects as "GPT-KPTL JV".

Revenue, expenses, assets and liabilities for contracts awarded to aforesaid consortiums and executed by the Company under work sharing arrangements are recognized on the same basis as similar contracts independently executed by the Company,

(2) In respect of contract executed in Joint Venture entities, the services rendered to the Joint Venture entities are accounted as revenue for the work done. The detail of Joint Venture entities are as follows:-

13. Previous year''s figures have been regrouped and/or reclassified wherever necessary to correspond with current year''s classification/ disclosures.


Mar 31, 2012

1.1 Nil (54,307,500) Equity shares out of issued, subscribed and paid up capital allotted as fully paid up bonus shares by capitalisation of capital redemption reserve and share premium account during the period of five years immediately preceding the reporting date.

Security:

The debentures are secured by first exclusive charge on movable and immovable fixed assets (including land and building situated at Gandhinagar, Gujarat) of transmission & distribution division and infrastructure division of Company to the extent of 1.25 times of NCDs outstanding.

2.1 Rupee Loans:

(a) Rupee loans from NBFC carries interest of 10.25% p.a. and is repayable in 35 equal monthly instalments along with interest. The loan is secured by hypothecation of specific movable fixed assets of the Company.

(b) Rupee loans from Bank carries interest in the range of 6.99% - 10.85% p.a. and is repayable in 35 / 36 equal monthly instalments along with interest. The loan is secured by hypothecation of Vehicles.

3.1 The amount outstanding to Micro, Small and Medium Enterprises is based on the information received and available with the Company. There are no overdue amount.

4.1 In the opinion of the management the balances shown under trade receivable, accrued value of work done, loans and advances and other assets, whether current or non current, have approximately the same realizable value as shown in the accounts. However, these balances are subject to confirmations.

5. The Management is of the opinion that as at the Balance Sheet date, there are no indications of a material impairment in the value of fixed assets. Hence, the need to provide for an impairment loss does not arise.

6. Financial figures of foreign operations of the company's overseas branches in Philippines, Algeria, Ethiopia, Kenya, Abu Dhabi, Tanzania, Qatar, Kuwait and South Africa have been incorporated on the basis of balance sheets and statement of profit and loss audited locally at the respective branches. In respect of overseas branches in Nepal, Congo and Ukraine, financial statements for the year have been prepared and audited in India.

7. Advance taxes paid, including tax deducted at sources are shown as assets net of provision of tax including foreign tax. Provision for tax (including foreign tax) is made after considering depreciation, deductions and allowances as per applicable tax statutes and regulations there under.

8. Retirement benefit plans:

a) Defined contribution Plans

The Company made contribution towards provident fund, a defined contribution retirement benefit plan for qualifying employees. The provident fund plan is operated by the Regional Provident Fund Commissioner. The Company recognized Rs 679.75 lacs (Previous Year Rs 674.64 lacs) for provident fund contributions in the statement of profit & loss. The contributions payable to these plans by the company are at rates specified in the rules of the scheme.

b) Defined benefit plans

The Company made annual contributions to the Employee's Group Gratuity cash accumulation scheme of the Life Insurance Corporation of India, a funded defined benefit plan for qualifying employees. The scheme provides for payment to vested employees at retirement/death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of the defined benefit obligation and the related current service cost were measured using the Projected Unit Credit method as per actuarial valuation carried out at the balance sheet date.

The following tables sets out the status of the gratuity plan as required under AS-15 and the amounts recognized in the Company's financial statements as at March 31, 2012.

9. The Company's significant leasing/ licensing arrangements are mainly in respect of residential / office premises and equipments, which are operating leases. The aggregate lease rental payable on these leasing arrangements are charged as rent and equipment hire charges in these accounts amounting to Rs 2,304.07 lacs (previous year Rs 4,900.38 lacs) These leasing arrangements are for a period not exceeding 5 years and are in most cases renewable by mutual consent, on mutually agreeable terms. Future lease rental payable in respect of assets on lease for not later than 1 year is Rs 828.32 lacs (previous year Rs 539.85 lacs) and for later than 1 year but not later than 5 years is Rs 347.44 lacs (previous year Rs 374.09 lacs).

10. Related Party disclosure as required by Accounting Standard -18 is as below:

(a) List of Related Parties

i. Subsidiaries

- JMC Projects (India) Limited

- Shree Shubham Logistics Limited

- Energy Link (India) Limited

- Amber Real Estate Limited

- Kalpataru Power Transmission (Mauritius) Limited

- Kalpataru South Africa (Pty) Limited

- Kalpataru Power Transmission Nigeria Limited

- Kalpataru Power Transmission USA INC

- Adeshwar Infrabuild Limited

- Jhajjar Power Transmission Private Limited

- Kalpataru Power Transmission Netherlands BV

ii. Indirect Subsidiaries:

- JMC Mining and Quarries Limited

- Saicharan Properties Limited

- Brij Bhoomi Expressway Private Limited

- Wainganga Expressway Private Limited

- Kalpataru Power JLT

iii Enterprises under significant influence, which are having transaction with Companies:

- Kalpataru Properties Private Limited

- Kalpataru Theatres Private Limited

- Property Solution (India) Private Limited

- P.K. Velu & Co. Private Limited

- Kalpataru Enterprises

- Kalpataru Limited

iv Key Management Personnel:

- Pankaj Sachdeva - Managing Director

- Manish Mohnot - Executive Director

v Individuals having significant influence :

- Mofatraj P. Munot - Promoter Director

- Parag Munot - Promoter Director

vi Joint Ventures :

- Jhajjar KT Transco Private Limited

- Gestamp Kalpataru Solar Steel Structure Private Limited (Formerly known as : Kalpataru Metfeb Private Limited)

# T & D - Transmission and Distribution; RED - Real Estate; BM - Bio-mass Energy; INFRA - Infrastructure ,

* Figures in bracket represent previous year numbers.

Notes:

Geographical segment considered for disclosure are as follows:

Revenue within India includes sales and services to customers located within India.

Revenue outside India includes sales and services to customers located outside India.

11. (1) The Company has entered into consortium with

(a) JSC Zangas, Russia separately for four gas pipeline projects (i) Vijaipur to Kota, (ii) Panvel to Dabhol (iii) Vijaipur to Dadari and (iv) Dadari-Panipat.

(b) JMC Projects (India) Limited and G.B. Yadav for railway projects as "KPTL-JMC-Yadav JV".

(c) GPT Infrastructure Limited for railway projects as "GPT-KPTL JV".

Revenue, expenses, assets and liabilities for contracts awarded to aforesaid consortiums and executed by the Company under work sharing arrangements are recognized on the same basis as similar contracts independently executed by the Company.

12. A sum of Rs 1,554.85 Lacs is receivable (Previous year Rs 1,065.54 Lacs) from eligible Certified Emission Reduction (CERs) from Senter Novem, an agency of Government of Netherland & Atmosfair GmbH of Germany , on account of generation of electricity from agricultural residues like mustard husk and cotton sticks at Sri Ganganagar & Tonk Power Plants under the Clean Development Mechanism (CDM) of Kyoto Protocol for preventing environmental degradation. The same have been accounted for at contracted price on accruable basis up to March 31, 2012.

13. Contingent Liabilities in respect of : (Rs. in Lacs )

March 31,2012 March 31,2011

i) Bank guarantees given by the Company. 466.11 707.52

ii) Claims against Company not acknowledged as debt 407.61 1,625.88

iii) Bonds/Undertaking given by the Company for concessional duty/exemption to customs 1,611.09 1,485.39

iv) Show Cause Notices issued by the Service tax/Entry Tax/ Stamps authority, disputed by the company 42.91 41.63

v) Penalty for delayed payment of Service tax disputed before Appellate authority already stayed unconditionally 1,757.70 1,757.70

vi) G uarantees & Letter of Comfort on behalf of a Subsidiary Company 1000.00 2,053.68

vii) Service-tax /VAT/WCT disputed in Appeals 404.56 474.56

viii) Bills Discounted 7,547.78 10,046.25

( Rs. in Lacs )

14. March 31, 2012 March 31, 2011

Estimated amount of contracts remaining to be executed not provided for 4,850.81 610.24

15. The Company prepares and presents its financial statements as per Schedule VI to the Companies Act, 1956, as applicable to it from time to time. In view of revision to the Schedule VI as per a notification issued during the year by the Central Government, the financial statements for the financial year ended March 31, 2012 have been prepared as per the requirements of the Revised Schedule VI to the Companies Act, 1956. The previous year figures have been accordingly regrouped / re-classified to conform to the current year's classification.


Mar 31, 2011

2010-2011 2009-2010 (Rs.in lacs) (Rs.in lacs)

1. Contingent liabilities in respect of:

i) Bank guarantees 707.52 1,054.35

ii) Claims against Company not acknowledged as debt 1,625.88 1,622.02

iii) Bonds/Undertaking given by the Company for 1,485.39 2,594.40 concessional duty/exemption to customs

iv) Show Cause Notice / adjudication orders issued by the Service tax/Entry Tax/ 1,799.33 50.60 Stamps authority, disputed by the company

v) Penalty for delayed payment of Service tax disputed before - 120.29 Appellate authority already stayed unconditionally

vi) Guarantees & Letter of Comfort on behalf of a Subsidiary Company 2,053.68 2,155.28

vii) Corporate Guarantee for Equipment Hiring - 1,047.25

viii) Service-tax /VAT/WCT disputed in Appeals 474.56 122.55

ix) Bills Discounted 10,046.25 -

2. The disclosure in respect of the amounts payable to enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 as at March 31, 2011 has been made in the financial statement based on information received and available with the Company. On the basis of such information credit balance of such enterprise as on March 31, 2011 is Rs.2,724.21 lacs (Previous year Rs.1,358.29 lacs) and there are no overdues of such enterprises. Auditors have relied upon the same.

3. Overdraft and bill discounting facilities are availed from banks outside India against assignment of project specific receivables proceeds.

4. Advance taxes paid, including tax deducted at sources are shown as assets net of provision of tax including foreign tax. Provision for tax (including foreign tax) is made after considering depreciation, deductions and allowances allowable under income tax regulations.

5. In the opinion of the management the balances shown under sundry debtors, accrued value of work done and loans and advances have approximately the same realizable value as shown in the accounts. However, these balances are subject to confirmations.

6. Face value of the Equity Shares of the Company was sub-divided from 1 share of Rs.10/- each to 5 Shares of Rs.2/- each pursuant to the approval of Shareholders at Extra-Ordinary General Meeting held on August 28, 2010. Accordingly, the basic and diluted earnings per share of the previous period have been restated in accordance with Accounting Standard -20 "Earnings Per Share" to make the same comparable.

7. In accordance with the AS-22, Accounting for Taxes on Income, issued by the Institute of Chartered Accountants of India, net deferred tax liability from timing differences amounting to Rs.1066.52 lacs (Previous Year Rs. 1407.84 lacs) is accounted for using applicable current rate of tax. Major components of deferred tax are as follows:

8. The Management is of the opinion that as on the Balance Sheet date, there are no indications of a material impairment in the value of fi xed assets. Hence, the need to provide for an impairment loss does not arise.

9. Zinc and aluminum are internationally traded commodities and prices refer from the quotations on the London Metal Exchange / London Metal Bullion Association. The Company faces commodities price risks arising from the time lag and quantity difference between the purchases of zinc and aluminum and sale of product. In order to hedge its exposure to commodity price risk, the Company enters into forward contracts in future market. The Company does not enter into hedging contracts or transactions for speculative purposes. The hedging transactions are used only for the purposes to manage exposure to commodity price risks. The income and gain/loss arising on this account are adjusted as part of cost of the respective material.

10. On May 06, 2010, the Company issued 4,192,114 equity shares of Rs.10/- each at a premium of Rs.1,064.20 per share aggregating to Rs. 45,031.69 lacs to the Qualifi ed Institutional Investors under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 for the purpose of capital expenditure, expansion of manufacturing capacity (transmission line towers), long-term investment in PPP, BOT, BOOT and BOOM projects, development of EPC services, further investment in existing divisions and subsidiaries, working capital and such other purposes as may be permissible under applicable laws and government policies, including strategic initiatives such as investment and/or acquisitions. Pending utilization of the QIP proceeds for the purposes mentioned, they have been temporarily invested in fi xed deposits with banks and units of mutual funds. The proceeds from the issue have been utilized as follows:

11. Retirement benefit plans

a) Defined contribution Plans

The Company makes contribution towards provident fund, a Defined contribution retirement benefit plan for qualifying employees. The provident fund plan is operated by the Regional Provident Fund Commissioner. The Company recognized Rs. 674.64 lacs (Previous Year Rs.530.37 lacs) for provident fund contributions in the Profit & loss account. The contributions payable to these plans by the company are at rates specifi ed in the rules of the scheme.

b) Defined benefit plans

The Company made annual contributions to the Employees Group Gratuity cash accumulation scheme of the Life Insurance Corporation of India, a funded Defined benefit plan for qualifying employees. The scheme provides for payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of fi ve years of service.

The present value of the Defined benefit obligation and the related current service cost were measured using the Projected Unit Credit method as per actuarial valuation carried out at the balance sheet date.

The following tables sets out the status of the gratuity plan as required under AS-15 and the amounts recognized in the Companys fi nancial statements as at March 31, 2011.

12. Related Party disclosure as required by Accounting Standard -18 is as below:

(a) List of related parties

(i) a) Subsidiaries:

- JMC Projects (India) Limited

- Shree Shubham Logistics Limited

- Energy Link (India) Limited

- Amber Real Estate Limited

- Kalpataru Power Transmission (Mauritius) Limited

- Kalpataru South Africa (Pty) Limited

- Kalpataru Power Transmission Nigeria Limited

- Kalpataru Power Transmission USA INC

- Adeshwar Infrabuild Limited

- Jhajjer Power Transmission Private Limited

- Kalpataru Metfab Private Limited

b) Indirect Subsidiaries:

- JMC Mining and Quarries Limited

- Saicharan Properties Limited

- Brij Bhoomi Expressway Private Limited

(ii) Enterprises under significant infl uence, which are having transaction with Companies:

- Kalpataru Properties Private Limited

- Kalpataru Theatres Private Limited

- Property Solution (India) Private Limited

- P.K. Velu & Co. Private Limited

(iii) Key Managerial Personnel:

- Pankaj Sachdeva - Managing Director

- Manish Mohnot - Executive Director

- K.V. Mani - Managing Director (Upto 31.05.2009)

(iv) Individuals having significant infl uence :

- Mofatraj P. Munot - Promoter Director

- Parag Munot - Promoter Director

(v) Joint Ventures :

- Jhajjer KT Transco Private Limited

- KPTL-JMC-Yadav-JV (Dankuni to Baruipara Line- Eastern Railways)

- KPTL-JMC-Yadav-JV (Taljhari to Maharajpur Line- Eastern Railways)

- KPTL-JMC-Yadav-JV (Baruipara to Chandanpur Line- Eastern Railways)

- KPTL-JMC-Yadav-JV (Deshparan Nanigaram Line- South Eastern Railways)

- GPT-KPTL-JV (Kalukhali to Bhatiapara Line), Bangladesh

13. I. The Company has entered into consortium with JSC Zangas, Russia separately for four gas pipeline projects (i) Vijaipur to Kota, (ii) Panvel to Dabhol (iii) Vijaipur to Dadari and (iv) Dadari-Panipat in Infrastructure Division, sharing contract receipts. The contract receipts, common expenses, assets and liabilities have accordingly been accounted for in these accounts as per terms of separate consortium agreement based on unaudited accounts of all the consortium.

14. The Companys significant leasing/ licensing arrangements are mainly in respect of residential / offi ce premises and equipments, which are operating leases. The aggregate lease rental payable on these leasing arrangements are charged as rent and equipment hire charges in these accounts amounting to Rs. 4900.38 lacs (previous year Rs.6546.59 lacs).

These leasing arrangements are for a period not exceeding 5 years and are in most cases renewable by mutual consent, on mutually agreeable terms. Future lease rental payable in respect of assets on lease for not later than 1 year is Rs. 539.85 lacs (previous year Rs. 896.15 lacs) and for later than 1 year but not later than 5 years is Rs. 374.09 lacs (previous year Rs.677.89 lacs).

15. The accounts of foreign operations in companys overseas branches in Philippines, Algeria, Ethiopia, Kenya, Abu Dhabi, Kuwait Djibouti and South Africa have been incorporated on the basis of balance sheet and Profit and loss account audited locally at the respective branches. In respect of overseas branch in Nepal and Qatar accounts for the year have been prepared and audited in India.

16. A sum of Rs. 1,065.54 Lacs is receivable from eligible Certifi ed Emission Reduction (CERs) from Senter Novem, an agency of Government of Netherland & Atmosfair GmbH of Germany , on account of generation of electricity from agricultural residues like mustard husk and cotton sticks at Sri Ganganagar & Tonk Power Plant under the Clean Development Mechanism (CDM) of Kyoto Protocol for preventing environmental degradation. The same has been accounted for at contracted price and when there is reasonable certainty about its ultimate realization.

17. Company has commitment to pledge 5,893,123 Equity Shares of Rs.10/- each for financial assistance to Jhhajar KT Transco Pvt. Ltd. with banks and financial institutions.

18. Previous years figures have been regrouped and/or rearranged wherever considered necessary.


Mar 31, 2010

1. The disclosure in respect of the amounts payable to enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 as at March 31, 2010 has been made in the financials statements based on information received and available with the Company. On the basis of such information credit balance of such enterprise as on 31.03.2010 is Rs.1358.29 lacs and there are no overdues of such enterprises. Auditors have relied upon the same.

Security,: Secured by first pari passu charge with consortium bankers and other debentures holders on fixed assets of Transmission and Distribution Division and Infrastructure Division (including land and building) exclusive of assets charged to Financial Institutions and Banks, for which NOC is given. Security against debentures issued of Rs. 7000 lacs is yet to be created.

2. Overdraft and Sill discounting facilities are availed from banks outside India against assignment of project specific receivables proceeds.

3. Advance taxes paid, including tax deducted at sources are shown as assets net of provision of tax including foreign tax which is made after considering depreciation, deductions and allowances allowable under income tax regulations.

4. In the opinion of the management the balances shown under sundry debtors, accrued value of work done and loans and advances have approximately the same realizable value as shown in the accounts. However, these balances are subject to confirmations.

5. The Management is of the opinion that as on the Balance Sheet date, there are no indications of a material impairment in the value of fixed assets. Hence, the need to provide for an impairment loss does not arise.

6. Zinc and aluminum are internationally traded commodities and prices refer from the quotations on the London Metal Exchange / London Metal Bullion Association. The Company faces commodities price risks arising from the time leg and quantity difference between the purchases of zinc and aluminum and sale of product. In order to hedge its exposure to commodity price risk, the Company enters into forward contracts in future market. The Company does not enter into such hedging contracts or transactions for speculative purposes. The hedging transactions are used only for the purposes to manage exposure to commodity price risks. The income and gain/loss arising on this account are recorded at the time of settlement whether during this year or succeeding year and are adjusted as part of cost of the respective material.

7. On May 6, 2010, the Company has allotted 4,192,114 equity shares of Rs. 10 each at a price of Rs. 1,074.20 per equity share aggregating to Rs. 45,031.69 lacs through Qualified Institutional Placement. These shares are, in all respects, in pari passu with existing issued shares and are eligible or dividend for the year and therefore due provision thereof has been made in the financial statement as part of proposed dividend.

8. Retirement benefit plans

a) Defined contribution Plans

The Company made contribution towards provident fund, a defined contribution retirement benefit plan for qualifying employees. The provident fund plan is operated by the Regional Provident Fund Commissioner. The Company recognized Rs. 530.37 lacs (Previous Year Rs. 456.40 lacs) for provident fund contributions in the profit & loss account. The contributions payable to these plans by the company are at rates specified in the rules of the scheme.

b) Defined benefit plans

The Company made annual contributions to the Employees Group Gratuity cash accumulation scheme of the Life Insurance Corporation of India, a funded defined benefit plan for qualifying employees. The scheme provides for payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of the defined benefit obligation and the related current service cost were measured using the Projected Unit Credit method as per actuarial valuation carried out at the balance sheet date.

9. Information as required under Clause 32 of Listing Agreement with Stock Exchanges with regard to loans to subsidiaries having no repayment schedule

10. The Company uses foreign currency forward contracts and options to hedge its risks associated with foreign currency fluctuations. Company does not use forward contracts and options for speculative purposes. The year end foreign currency exposures, which are not hedged, are as under:

11. The Company has entered into consortium with JSC Zangas, Russia separately for four gas pipeline projects (i) Vijaipur to Kota, (ii) Panvel to Dabhol (iii) Vijaipur to Dadari and (iv) Dadari-Panipat in Infrastructure Division, sharing contract receipts. The contract receipts, common expenses, assets and liabilities have accordingly been accounted for in these accounts as per terms of separate consortium agreement based on unaudited accounts of all the consortium.

12. The Companys significant leasing/ licensing arrangements are mainly in respect of residential / office premises and equipments, which are operating leases. The aggregate lease rental payable on these leasing arrangements are charged as rent and equipment hire charges in these accounts amounting to Rs. 6,546.59 lacs (previous year Rs. 1,817.87 lacs).

These leasing arrangements are for a period not exceeding 5 years and are in most cases renewable by mutual consent, on mutually agreeable terms. Future lease rental payable in respect of assets on lease for not later than 1 year is Rs. 896.15 lacs (previous year Rs. 502.45 lacs) and for later than 1 year but not later than 5 years is Rs. 677.89 lacs (previous year Rs. 858.58 lacs).

13. The accounts of foreign operations in companys overseas branches in Philippines, Algeria, Ethiopia, Kenya, Abu Dhabi, Kuwait and Djibouti have been incorporated on the basis of balance sheet and profit and loss account audited locally at the respective branches. In respect of overseas branch in Nepal, South Africa, Qatar and Zambia accounts for the year have been prepared and audited in India.

14. An estimated sum of Rs. 643 lacs which is receivable from eligible Gold Standard Carbon Credit for Carbon Emission Reduction because of generation of electricity from agricultural residues like mustard husk and cotton sticks at our Tonk Power Plant under the Clean Development Mechanism (CDM) of Kyoto Protocol for preventing environmental degradation has been accounted for at estimated price (for period from October 2008 to March 2010) as there is reasonable certainty about its ultimate realization. The same is subject to monitoring and verification by an independent third party but there is a reasonable assurance that the Company complies with the conditions in relation thereto.

15. Previous years figures have been regrouped and/or rearranged wherever considered necessary.

 
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