Notes to Accounts of Bilpower Ltd.

Mar 31, 2014

1. Terms/Rights attached to equity shares The company has issued only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share.

2. During the year ended 31st March 2014 amount per share of dividend recognised as distributions to equity shareholders was Rs. Nil (P.Y.Nil) 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 preferential amounts. The distribution will be in proportion to the numbers of equity shares held by shareholders.

3. Additional Information:

a) Working Capital Term Loan : Details of Terms of repayment : Working Capital Term Loan amount Rs. 110/ - crores sanctioned during the year by State Bank of India. Rs. 2000.00 Lacs repayment before 30th June, 2013. F.Y. 2013-14, 12 monthly installments of Rs. 10/ - Lacs each amounting to Rs. 120/- Lacs, F.Y. 2014-15, 12 monthly installments of Rs. 16.70 Lacs each amounting to Rs. 200/ - Lacs, F.Y. 2015-16, 12 monthly installment of Rs. 29.20 Lacs each amounting to Rs. 350/ - Lacs, F.Y. 2016-17, 12 monthly installment of Rs. 37.50 Lacs each amounting to Rs. 450/ - Lacs, F.Y. 2017-18, 12 monthly installments of Rs. 58.40 Lacs each amounting to Rs. 700/ - Lacs, F.Y. 2018-19, 12 monthly installments of Rs. 60/ - Lacs each amounting to Rs. 720/-Lacs.

b) Funded Interest Term Loan : Details of Terms of repayment : F.Y. 2013-14, 12 monthly installments of Rs. 20.90 Lacs each amounting to Rs. 250/- Lacs, F.Y. 2014-15, 12 monthly installments of Rs. 29.30 Lacs each amounting to Rs. 351/- Lacs, F.Y. 2015-16, 12 monthly installment of Rs. 33/ - Lacs each amounting to Rs. 396/- Lacs, F.Y. 2016- 17, 12 monthly installment of Rs. 33/ - Lacs each amounting to Rs. 396/- Lacs, F.Y. 2017-18, 12 monthly installments of Rs. 31.10 Lacs each amounting to Rs. 373/- Lacs

c) Details of Security for Working Capital Term Loan and Funded Interest Term Loan : The above facilities are secured by Hypothecation of entire Stock and Current Assets of the Company. The facilities are further collaterally secured by Equitable Mortgage of Factory Land and Building at G.I.D.C Baroda, at Roorkee Dist Haridwar-Uttaranchal and corporate office situated at Vikas Chambers, Malad(W), Mumbai and Residential Flat at Vapi and also Hypothecation charge on Plant and Machinery at GIDC Baroda and at Roorkee Dist Haridwar (Uttaranchal).

These facilities are further collaterally secured by Pledge of 93000 equity shares of Rs. 10/ - each of Tarapur Transformers Limited, 3200000 equity shares of Rs. 10/- each of Bilpower Limited and 16000000 equity shares of Rs. 1/ - each of Bil Energy Systems Limited.

The facilities are further collaterally secured by extension of Equitable Mortgage of Land admeasuring 3 Acres and Building admeasuring 87175 sq. feet at Wada owned by Bil Energy Systems Limited and extension of hypothecation charge on entire stock and Current Assets and Plant & Machinery and all other movable Fixed Assets of Bil Energy Systems Limited.

The above facilities are personally guaranteed by Mr.Rajendrakumar Choudhary Director of the Company and Mr. Nareshkumar Choudhary (Ex Director of the Company) and Corporate Guarantee of Bil Energy Systems Limited.

As per terms of sanction the above facilities are also proposed to be collaterally secured by equitable Mortgage of Factory Land and Building and Plant and Machinery situated at Pali, Village Wada(Dist.Thane) belonging to Tarapur Transformers Limited and corporate guarantee of Tarapur Transformers Limited. However as per the legal opinion obtained by the Company Tarapur Transformers Limited is required to obtain approval of shareholders and lenders before creating the said charge and executing the corporate guarantee which is pending.

d) Details of Interest rates : Working Capital Term Loan-2.50% above base rate i.e.12.25% per annum with monthly rest. Funded Interest Term Loan-2.50% above base rate i.e.12.25% per annum with monthly rest.

4. a) Vehicle Loan

Details of Terms of repayment : The Loan is to be repaid in 60 monthly installments as per following repayment schedule. F.Y.2013-14 Rs. 681344/-, F.Y.2014-15 Rs. 756470, F.Y.2015-16 Rs. 839879/-, F.Y.2016-17 Rs. 932484/- and F.Y.2017-18 Rs. 590720/-

b) Details of Security for Other Term Loan-Auto Loan : Auto Loan is secured against hypothecation of respective vehicle.

c) Details of Interest rates : Other Term Loan-10.51 % per annum on monthly reducing basis.

5. Additional information for loans

a) Details of Security for Working Capital Loan.

The above facility is secured by Hypothecation of entire Stock and Current Assets of the Company. The facilities are further collaterally secured by Equitable Mortgage of Factory Land and Building at G.I.D.C Baroda, at Roorkee Dist Haridwar-Uttranchal and corporate office situated at Vikas Chambers, Malad(W), Mumbai and Residential Flat at Vapi and also Hypothecation charge on Plant and Machinery at GIDC Baroda and at Roorkee Dist Haridwar (Uttranchal). The facility is further collaterally secured by Pledge of 93000 equity shares of Rs. 10/- each of Tarapur Transformers Limited, 3200000 equity shares of Rs. 10/- each of Bilpower Limited and 16000000 equity shares of Rs. 1/- each of Bil Energy Systems Limited. The facility is further collaterally secured by extension of Equitable Mortgage of Land admeasuring 3 Acres and Building admeasuring 87175 sq. feet at Wada owned by Bil Energy Systems Limited and extension of hypothecation charge on entire stock and Current Assets and Plant & Machinery and all other movable Fixed Assets of Bil Energy Systems Limited. The above facility is personally guaranteed by Mr.Rajendrakumar Choudhary Director of the Company and Mr. Nareshkumar Choudhary (Ex Director of the Company) and Corporate Guarantee of Bil Energy Systems Limited.

b) Details of Security for Working Capital Term Loan and Funded Interest Term Loan.

The above facilities are secured by Hypothecation of entire Stock and Current Assets of the Company. The facilities are further collaterlly secured by Equitable Mortgage of Factory Land and Building at G.I.D.C Baroda, at Roorkee Dist Haridwar-Uttranchal and corporate office situated at Vikas Chambers, Malad(W), Mumbai and Residential Flat at Vapi and also Hypothecation charge on Plant and Machinery at GIDC Baroda and at Roorkee Dist Haridwar (Uttranchal).

These facilities are further collaterally secured by Pledge of 93000 equity shares of Rs. 10/- each of Tarapur Transformers Limited, 3200000 equity shares of Rs. 10/-each of Bilpower Limited and 16000000 equity shares of Rs. 1/- each of Bil Energy Systems Limited.

The facilities are further collaterally secured by extension of Equitable Mortgage of Land admeasuring 3 Acres and Building admeasuring 87175 sq. feet at Wada owned by Bil Energy Systems Limited and extension of hypothecation charge on entire stock and Current Assets and Plant & Machinery and all other movable Fixed Assets of Bil Energy Systems Limited.

The above facilities are personally guaranteed by Mr.Rajendra kumar Choudhary Director of the Company and Mr. Nareshkumar Choudhary (Ex Director of the Company) and Corporate Guarantee of Bil Energy Systems Limited.

c) Above facilities are also proposed to be collaterally secured by equitable Mortgage of Factory Land and Building and Plant and Machinery situated at Pali, Village Wada(Dist.Thane) beloging to Tarapur Transformers Limited and corporate guarantee of Tarapur Transformers Limited however as per the legal opinion obtained by the Company Tarapur Transformers Limited is required to obtain approval of shareholders and lenders before creating the said charge and executing the corporate guarantee which is pending.

d) The company has not provided for interest payable to State Bank of India amounting to Rs. 2341.46 lacs (on above loans)for the financial year 2013-2014. The company has also not made any provision for penal interest claimed by bank. As a result the loss for the year ended 31st March, 2014 is understated by Rs. 2341.46 Lacs & current liabilities as at 31st March, 2014 are also understated by Rs. 2341.46 Lacs. The amount of penal interest cannot be quantified as the details have not been received from the bank.

6. The company has defaulted in repayment of dues including interest and principal to State Bank of India, on its various fund factilities availed, outstanding at the year end amounting to Rs. 180.00 Crores (Previous Year overdue Rs. 0.24 Crores). The unpaid interest provided for in the books of accounts on the said loans amounts to Rs. 6.85 Crores (Previous Year Rs. 5.04 Crores). Also interest not provided amounting to Rs. 23.42 Crores for the financial year 2013-14 as stated in note 7.1 (d) above, is remaining unpaid. Entire loans have been recalled by State Bank Of India during the financial year 2013-2014

7. Trade Payable Includes Rs. 181.18 Lacs (P.Y. Rs. 296.44 Lacs) payable to Related Party Bil Energy Systems Limited

7.1 The Company has not received any intimation from the suppliers under the Micro, Small & Medium Enterprises Development Act 2006 & therefore disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said act have not been given.

8. Trade Advance includes payable to Related Party TRC Power Rs. Nil (P.Y. Rs. 0.03 Lacs)

8.1 The company has not provided for interest payable to State Bank of India amounting to Rs. 2341.46 lacs (on above loans)for the financial year 20l3-20l4.The company has also not made any provision for penal interest claimed by bankAs a result the loss for the year ended 31st March, 2014 is understated by Rs. 2341.46 Lacs & current liabilities as at 31st March, 2014 are also understated by Rs. 2341.46 Lacs. The amount of penal interest cannot be quantified as the details have not been received from the bank.

9. Interest others includes Rs. 7.44 Lacs paid/payable to Sales Tax Dept. on delayed payment of MVAT/CST. (P.Y. Rs. 31.28 Lacs) And Rs. 0.005 Lacs paid to CBEC on delayed payment of Service tax (P.Y. Rs. 0.002 Lacs)

9.1 The company has not provided for interest payable to State Bank of India amounting to Rs. 2341.46 lacs (on above loans)for the financial year 2013-2014.

The company has also not made any provision for penal interest claimed by bank. As a result the loss for the year ended 31st March, 2014 is understated by Rs. 2341.46 Lacs & current liabilities as at 31st March, 2014 are also understated by Rs. 2341.46 Lacs. The amount of penal interest cannot be quantified as the details have not been received from the bank.

10. Legal & Professional fees-other than payment to auditors includes Rs. Nil (P.Y. Rs. 0.59 Lacs)pertaining to prior period. Rent payment includes Rs. 1.35 Lacs (P.Y. Rs. Nil) pertaining to prior period.

11. The lender Bank of Bil Energy Systems Limited has pursuant to certain corporate guarantees given by the company demanded from the company their dues from Bil Energy Systems Limited amounting to Rs. 84.69 crores. No provision has been made in the accounts for the probable loss that may arise on account of above demand of Rs. 84.69 crores.

12. CONTINGENT LIABILITIES (Rs. in Lacs)

Particulars as at 31st as at 31st March 2014 March 2013

(a) Income Tax demands including interest which is under dispute and pending in appeals. Nil Nil

(b) Claims not acknowledged as debts 0.77 0.77

(c) Guarantee given to custom department (margin of Rs. 3.40 Lacs is available). 2.16 2.16

(d) Sales tax liability against non collection of various sales tax forms Not Not under relevant sales tax laws, not Ascertainable Ascertainable provided due to uncertainty in ascertainment of amount of liability, if any.

(e) Sales Tax Demand 114.59 Nil

(f) Custom Duty (Pending in appeal) 18.38 18.38

(g) Excise Demand 4327.79 4327.79

Apart from the above there exists contingent liability in case of LCs issued and LCs discounted

13. SEGMENT REPORTING

The company primarily deals in the business of Electrical Steel Products and Other Steel Products related to Transformer Industry and hence there is no Primary reportable segment in the context of Accounting Standard 17 issued by The Institute of Chartered Accountants of India.

14. DISCLOSURE PURSUANT TO ADOPTION OF ACCOUNTING STANDARD 15

Gratuity liability for the year is determined on actuarial valuation by The Life Insurance Company of India with whom the company has taken a policy for settlement of future gratuity liability.

15. Term Deposit Receipts, wherever obtained, are endorsed in favour of Banks and Government Departments against Margin for Bank Guarantee, L/C Facilities etc.

16. The Company has not received any intimation from the suppliers under the Micro, Small & Medium Enterprises Development Act 2006 & therefore disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

17. During the current financial year the company has recognised provision for Dimunition in value of quoted Investments Rs. 1209.08 Lacs

18. As per the best estimate of the management, no provision is required to be made as per Accounting Standard (AS) 29 "Provision, Contingent Liabilities & Contingent Assets" as notified by the companies (Accounting Standards) Rules 2006, in respect of any present obligation as a result of a past event that could lead to a probable outflow of resources which would be required to settle the obligation.

19. Consumption of consumable stores is wholly indigenous in the current & previous year.

20. Balances of the Creditors / Debtors / Loans / Advances are subject to Confirmations and resultant reconciliation, if any.

21. Bills Payable represents Bills of Exchange drawn by suppliers in favour of Bank.

22. Sundry Debtors as on the date of Balance sheet are Net of amounts received after discounting of Letter of Credits.

23. Previous Year Figures have been regrouped / recast / rearranged wherever necessary.

Signature to the Balance Sheet, Statement of Profit and Loss and Notes which form an integral part of accounts.

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Mar 31, 2013

1.1 Trade receivable includes amt due from following related parties -

Varsha Engineers (Division of Tarapur Transformers Limited ) Rs. 76.38 Lacs (P.Y. Rs. 76.38 Lacs) Nik-San Engineering Company Limited Rs. 44.I3 Lacs (P.Y. Rs. 36.86

*(Held as margin money or security against guarantees, letter of credits and other commitments)

2.1 Loans and advances recoverable from following related parties Nik-San Engg Coompany Limited Rs. I0.66 Lacs (P.Y. Rs. I4.50 Lacs) Tarapur Transformers Limited Rs. 236.I9 Lacs (P.Y. Nil) Choudhary Stamping Rs. 7.34 Lacs (P.Y. Rs. 27.92 Lacs)

3.1 Legal & Professional fees-other than payment to auditors includes Rs. 0.59 Lacs pertaining to prior period.(P.Y. Rs. Nil)

4 SEGMENT REPORTING

The company primarily deals in the business of Electrical Steel Products and Other Steel Products related to Transformer Industry and hence there is no Primary reportable segment in the context of Accounting Standard I7 issued by The Institute of Chartered Accountants of India.

Disclosure in respect of Material Related Party Transactions During the year :

1 Purchase of Goods includes : Bil Energy Systems Limited Rs. Nil (Previous Year Rs..23I3.I7 Lacs), Tarapur Transformers Limited Rs. Nil (Previous Year Rs. 595.95 Lacs)

2 Sale of Goods includes : Nik-San Engineering Company Limited Rs. 7.28 Lacs (Previous Year Rs. 36.86 Lacs), Bil Energy Systems Limited Rs. Nil (Previous Year Rs. 548.92 Lacs),TRC Power Rs. Nil (Previous Year Rs. I4.97 Lacs)

3 Sale of Investment (Shares) includes : Tarapur Transformer Limited Rs. Nil (Previous Year Rs. 2/- Lacs)

4 Receiving of Services Payment of Remuneration includes : Rajendra Kumar Choudhary Rs. Nil (Previous Year Rs. I4/- Lacs),Suresh Kumar Choudhary Rs. Nil (Previous Year Rs. 2I/- Lacs)

5 Finance (Including Loans & Equity Contributions on Cash or Kind)

A) Loans & Advances Received includes Bil Energy Systems Limited Rs. Nil (Previous Year Rs. I37/- Lacs), R.K.Choudhary Rs. I6.6I Lacs (Previous Year Rs. Nil)

B) Loans & Advances Given includes Nik-San Engineering Company Limited Rs. Nil (Previous Year Rs. I4.50 Lacs) Bil Energy Systems Limited Rs. 3.00 Lacs (Previous Year Rs. Nil),Tarapur Transformer Limited Rs. 236.I9 Lacs (Previous Year Rs. Nil),Choudhary Stampings Rs. 205.84 Lacs (Previous Year Rs. I20.II Lacs)

6 Investment (Subscription of Equity Shares) includes Bil Energy Systems Limited Rs. Nil (Previous Year Rs. 9I.84 Lacs), Tarapur Transformers Limited Rs. Nil (Previous year Rs. 28.64 Lacs)

7 Dividend Received includes Nik-San Engineering Company Limited Rs. I/ - Lacs (Previous Year Rs. 2/ - Lacs)

8 Outstanding as at 3Ist March 20I3

A) Trade Payable : Bil Energy Systems Limited Rs. 296.44 Lacs (Previous Year Rs. 7II.98 Lacs)

B) Loans & Advances Received : Bil Energy Systems Limited Rs. I37/- Lacs (Previous Year Rs. I37 Lacs), R.K.Choudhary Rs. I6.6I Lacs (Previous year Rs. Nil)

C) Trade Advance Received : TRC Power Rs. 0.03 Lacs (Previous Year Rs. 0.03 Lacs)

D) Loans & Advances Given : Nik-San Engineering Company Limited Rs. I0.66 Lacs (Previous Year Rs. I4.50 Lacs), Tarapur Transformers Limited Rs. 236.I9 Lacs (Previous Year Rs. Nil ), Choudhary Stamping Rs. 7.34 Lacs (Previous Year Rs. 27.92 Lacs)

E) Trade Receivable : Nik-San Engineering Company Limited Rs. 44.I3 Lacs (Previous Year Rs. 36.86 Lacs), Varsha Engineers (A division of Tarapur Transformers Limited.) Rs. 76.38 Lacs (Previous Year Rs. 76.38 Lacs)

5 DISCLOSURE PURSUANT TO ADOPTION OF ACCOUNTING STANDARD I5

Gratuity liability for the year is determined on actuarial valuation by The Life Insurance Company of India with whom the company has taken a policy for settlement of future gratuity liability.

6 Term Deposit Receipts, wherever obtained, are endorsed in favour of Banks and Government Departments against Margin for Bank Guarantee, L/C Facilities etc.

7 The Company has not received any intimation from the suppliers under the Micro, Small & Medium Enterprises Development Act 2006 & therefore disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

8 During the current financial year the company has recognized impairment loss of Rs. 3706382/ - on certain Fixed Assets of the Company

9 As per the best estimate of the management, no provision is required to be made as per Accounting Standard (AS) 29 "Provision, Contingent Liabilities & Contingent Assets" as notified by the companies (Accounting Standards) Rules 2006, in respect of any present obligation as a result of a past event that coulc lead to a probable outflow of resources which would be required to settle the obligation.

10 Consumption of consumable stores is wholly indigenous in the current & previous year.

11 Balances of the Creditors / Debtors / Loans / Advances are subject to Confirmations and resultant reconciliation, if any.

12 Bills Payable represents Bills of Exchange drawn by suppliers in favour of Bank.

13 Sundry Debtors as on the date of Balance sheet are Net of amounts received after discounting of Letter of Credits.

14 Previous Year Figures have been regrouped / recast / rearranged wherever necessary.

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Mar 31, 2012

1. SHARE CAPITAL

1.1 1500000 (1500000) Share out of the Issued, Subscribed and Paid Up Shares Capital were allotted in the last five years pursuant to the scheme of amalgamation with Sun Transtamp Pvt Ltd without payments being received in cash.

1.2 Number of Equity Shares outstanding at the beginning and at the end of the year are same i.e. 10500800 of Rs. 10/- each and hence no reconciliation is required.

1.3 Terms/Rights attached to equity shares

The company has issued only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share.

The company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March 2012 amount per share of dividend recognised as distributions to equity shareholders was Rs. Nil (P.Y. Rs. 1/-)

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 preferential amounts. The distribution will be in proportion to the numbers of equity shares held by shareholders.

2. SHORT TERM BORROWINGS

2.1 Working Capital facility is secured by Hypothecation of stock, Book Debts and all other Current Assets. The facilities are further Collaterally secured by EMT of 3.00 Acre of Land now owned by Bil Energy Systems Limited situated at Wada. Hypothication charge on Plant & Machinery and movable Fixed Assets of the Company. These facilities are personally Guaranteed by Mr. Naresh Kumar Choudhary & Mr.Rajendra Kumar Choudhary, the Directors of the Company and Corporate Guarantee of Bil Energy Systems Limited.

3. TRADE PAYABLES

3.1 Trade Payable Includes Rs. 711.98 Lacs (P.Y. Rs. NIL) to Related Party Bil Energy Systems Limited

3.2 The Company has not received any intimation from the suppliers under the Micro, Small & Medium Enterprises Development Act 2006 & therefore disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said act have not been given.

4. OTHER CURRENT LIABILITIES

4.1 Trade Advance includes payable to Related Party TRC POWER Rs. 0.03 Lacs(P.Y.Rs. NIL)

4.2 Other payables includes provision of leave encashment Rs. 1.69 Lacs for the F.Y. 2011-12 (P.Y.Rs. 1.99 Lacs for F.Y.2010-11)

5 CONTINGENT LIABILITIES (Rs. in Lacs)

as at as at Sl. Particulars 31st March 2012 31st March 2011 No.

(a) Income Tax demands including interest which is under dispute and pending in appeals. 21.17 38.75

(b) Claims not acknowledged as debts 0.77 0.72

(c) Guarantee given to custom department (margin of Rs. 3.40 Lacs is available). 2.16 2.16

(d) Guarantees Outstanding given on behalf of associate company NIL 6.98

(e) Guarantees outstanding NIL 68.00

(f) Custom duty on pending export obligation against import of machinery N.A. 795.69

(g) Sales tax liability against non collection of various sales tax forms under Not Not relevant sales Ascertainable Ascertainable tax laws, not provided due to uncertainty in ascertainment of amount of liability, if any.

(h) Custom Duty (Pending in appeal) 18.38 18.38

(i) Excise Demand 4171.80 NIL

Apart from the above there exists contingent liability in case of LCs issued and LC discounted.

6. The Company is under receipt of a show cause notices from the Excise department asking why an aggregate amount of Rs. 491.24 Lacs should not be demanded from the company along with appropriate interest and penalty. Since the same does not constitute a demand under the relevant laws and since the company is submitting proper reply to the same, the same is not disclosed under contingent liability above. An amount of Rs. 32.00 Lacs has been paid and Rs. 53.81 Lacs debited in R.G. II against the above and is shown under Loans & advances.

7. SEGMENT REPORTING

The company primarily deals in the business of Electrical Steel Products and other Steel Products related to Transformer Industry and hence there is no Primary reportable segment in the context of Accounting Standard 17 issued by The Institute of Chartered Accountants of India.

8. RELATED PARTY DISCLOSURES

(a) The Company had transactions with the following related parties

Sl. Name of the Related Party Relationship No.

1. Tarapur Transformers Limited Associate

2. Bil Energy Systems Limited. Associate

3. Niksan Engineering Co. Limited Associate

4. Choudhary Global Limited Associate

5. Suresh Kumar Choudhary Key Management Personnel

6. Rajendra Kumar Choudhary Key Management Personnel

7. Naresh Kumar Choudhary Key Management Personnel

8. Ashok Bansal Key Management Personnel (upto Dec 10)

9. TRC Power Proprietary concern of Relative of KMP

10. Choudhary Stampings Proprietary concern of Relative of KMP

Disclosure in respect of Material Related Party Transactions During the year:

1. Purchase of Goods includes :- Bil Energy Systems Ltd Rs. 2313.17 Lacs (P.Y. Rs. Nil), Tarapur Transformers Ltd Rs. 595.95 Lacs (P.Y. Rs. Nil)

2. Sale of Goods includes:- Niksan Engineering Company Ltd Rs. 36.86 Lacs (P.Y. Rs. 592.96 Lacs), Bil Energy Systems Ltd Rs. 548.92 Lacs (P.Y. Rs. 1472.59 Lacs),Tarapur Transformers Ltd.Rs. Nil (P.Y. Rs. 50.92 Lacs), Varsha Engineers (A division of Tarapur Transformers Ltd.) Rs. Nil (P.Y.Rs. 46.90),TRC Power Rs. 14.97 Lacs (P.Y. Rs. 82.41 Lacs)

3. Sale of Investment (Shares) includes:- Tarapur Transformers Ltd.Rs. 2 Lacs (P.Y. Rs. Nil)

4. Interest Income includes:- Niksan Engineering Company Ltd Rs. Nil (P.Y. Rs. 6.51 Lacs), Bil Energy Systems Ltd Rs. Nil (P.Y. Rs. 338.94 Lacs),TRC Power Rs. Nil (P.Y. Rs. 12.18 Lacs)

5. Receiving of Services Payment of Remuneration includes:- Rajendra Kumar Choudhary Rs. 14 Lacs (P.Y. Rs. 21 Lacs), Ashok Bansal Rs. Nil (P.Y. Rs. 15.75 Lacs),Naresh Kumar Choudhary Rs. Nil (P.Y. Rs. 14 Lacs)Suresh Kumar Choudhary Rs. 21 Lacs (P.Y. Rs. 21 Lacs)

6. Finance (Including Loans & Equity Contributions on Cash or Kind)

a) Loans & Advances Received includes:- Bil Energy Systems Ltd Rs. 137 Lacs (P.Y. Rs. Nil Lacs),Tarapur Transformers Ltd.Rs. Nil (P.Y. Rs. 330.74 Lacs),Choudhary Global Ltd.Rs. Nil (P.Y. Rs. 15 Lacs)

b) Loans & Advances Given includes:-Niksan Engineering Company Ltd Rs. 14.50 Lacs (P.Y. Rs. Nil)Bil Energy Systems Ltd Rs. Nil (P.Y. Rs. 5652.38 Lacs),Tarapur Transformers Ltd.Rs. Nil (P.Y. Rs. 70.33 Lacs), Choudhary Stampings Rs. 120.11 Lacs (P.Y. Rs. 4.12 Lacs)

7. Investment (Subscription of Equity Shares) includes:- Niksan Engineering Company Ltd Rs. Nil (P.Y. Rs. Nil), Bil Energy Systems Ltd Rs. 91.84 Lacs (P.Y. Rs. 72 Lacs),Tarapur Transformers Ltd.Rs. 28.64 Lacs (P.Y. Rs. 42.20 Lacs), Choudhary Global Ltd.Rs. Nil (P.Y. Rs. Nil)

8. Dividend Received includes:- Niksan Engineering Company Ltd Rs. 2 Lacs (P.Y. Rs. 3 Lacs), Tarapur Transformers Ltd.Rs. Nil (P.Y. Rs. 40.43 Lacs)

9. Outstanding as at 31st March 2012

a) Trade Payable - Bil Energy Systems Ltd Rs. 711.98 Lacs (P.Y. Rs. Nil)

b) Loans & Advances Received - Bil Energy Systems Ltd Rs. 137 Lacs (P.Y. Rs. Nil)

c) Trade Advance Received - TRC Power Rs. 0.03 (P.Y. Rs.Nil)

d) Loans & Advances Given - Niksan Engineering Company Ltd Rs. 14.50 Lacs (P.Y. Rs. Nil), Bil Energy Systems Ltd Rs. Nil (P.YRs.199.52 Lacs), Choudhary Stamping Rs. 27.91 Lacs (P.Y Rs.Nil Lacs)

e) Trade Receivable - Niksan Engineering Company Ltd Rs.36.86 Lacs (P.Y. Rs.Nil), Varsha Engineers (A division of Tarapur Transformers Ltd.) Rs.76.38 Lacs (P.Y. Rs.129.23 Lacs)

f) Remuneration Receivable - Rajendra Kumar Choudhary Rs.Nil (P.Y. Rs. 3 Lacs)Ashok Bansal Rs. Nil (P.Y. Rs. 2.25 Lacs), Naresh Kumar Choudhary Rs.Nil (P.Y. Rs. 2 Lacs) Suresh Kumar Choudhary Rs. Nil (P.Y. Rs. 3 Lacs)

9. DISCLOSURE PURSUANT TO ADOPTION OF ACCOUNTING STANDARD 15

Gratuity liability for the year is determined on actuarial valuation by The Life Insurance Company of India with whom the company has taken a policy for settlement of future gratuity liability.

10. Term Deposit Receipts, wherever obtained, are endorsed in favour of Banks and Government Departments against Margin for Bank Guarantee, L/C Facilities etc.

11. The Company has not received any intimation from the suppliers under the Micro, Small & Medium Enterprises Development Act 2006 & therefore disclosures, if any, relating to amounts unpaid as at the year end together with interest paid/payable as required under the said Act have not been given.

12. In terms of the requirements of the Accounting Standards-28 on "Impairment of Assets" issued by the Institute of Chartered Accountants of India, the amount recoverable against Fixed Assets has been estimated for the period by the management based on present value of estimated future cash flows expected to arise from the continuing use of such assets. The recoverable amount so assessed was found to be adequate to cover the carrying amount of the assets, therefore no provision for impairment in value thereof has been considered necessary, by the management.

13. As per the best estimate of the management, no provision is required to be made as per Accounting Standard (AS) 29 "Provision, Contingent Liabilities & Contingent Assets" as notified by the companies (Accounting Standards) Rules 2006, in respect of any present obligation as a result of a past event that could lead to a probable outflow of resources which would be required to settle the obligation.

14. Consumption of consumable stores is wholly indigenous in the current & previous year.

15. Balances of the Creditors/Debtors/Loans/Advances are subject to Confirmations and resultant reconciliation, if any.

16. Bills Payable represents Bills of Exchange drawn by suppliers in favour of Bank.

17. Sundry Debtors as on the date of Balance sheet are Net of amounts received after discounting of Letter of Credits.

18. Previous Year Figures have been regrouped/Re-cast/rearranged wherever necessary.

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Mar 31, 2011

1. Contingent Liabilities (Rs. in Lacs)

Sr. Particular As at As at No. 31st March 31st March 2011 2010

(a) Income Tax demands including interest which is under dispute and pending in appeals. 38.75 434.35

(b) Claims not acknowledged as debts 0.72 0.44

(c) Guarantee given to custom department (margin of Rs. 3.28 Lacs is available). 2.16 2.16

(d) Guarantees Outstanding given on behalf of associate company 6.98 6.98

(e) Guarantees outstanding 68.00 205.00

(f) Custom duty on pending export obligation against import of machinery 795.69 706.15

(g) Sales tax liability against non collection of various sales tax forms under relevant sales tax laws, not N.A. N.A. provided due to uncertainty in ascertainment of amount of liability, if any.

(h) Custom Duty (Pending in appeal) 18.38 18.38

Apart from the above there exists contingent liability in case of LCs issued and LC discounted

(Note no. 1 of Schedule M (B) in the Unabridged Annual Report)

2. The Company is under receipt of a show cause notices from the Excise department asking why an aggregate amount of Rs. 23.58 crore should not be demanded from the Company along with appropriate interest and penalty. Since the same does not constitute a demand under the relevant laws and since the company is submitting proper reply to the same, the same is not disclosed under contingent liability above. An amount of Rs. 32.00 Lacs has been paid and Rs. 30.90 Lacs debited in R.G. II against the above and is shown under Loans & advances.

(Note no. 2 of Schedule M (B) in the Unabridged Annual Report)

3. Pursuant to a scheme of arrangement under sections 391 to 394 of The Companies Act, 1956 (the scheme), manufacturing unit at Wada belonging to The company, was Demerged into Bil Energy Systems Limited (BESL) with effect from 1st April, 2010 on a going concern basis. The Scheme has been approved inter alia by the Shareholders of the company on 18th May, 2010 and Hon'ble High Court of Bombay on 24fh September, 2010 and the order has been filed with ROC on 14th October, 2010 and became effective.

(Note no. 3 of Schedule M (B) in the Unabridged Annual Report)

4. Pursuant to the scheme, assets amounting in aggregate to Rs. 9412.77 Lacs and liabilities amounting to Rs. 3578.12 Lacs (both pertaining to the Wada Unit) have been transferred to Bil Energy Systems Limited. In turn, the shareholders of Bilpower Limited have received one equity share of BESL, of the face value of Rs. 10/- each, credited as fully paid up for every one equity share of Rs. 10/- each held by them on 5th November, 2010 the record date fixed for the purpose.

Consequently, an amount of Rs. 5415.69 Lacs (Net of Rs. 418.96 Lacs deferred tax liability transferred to Bil Energy Systems Limited) has been reduced from the Reserves & Surplus of Bilpower Limited.

Current period figures are not strictly comparable with the audited figures for year ended 31st March, 2010 as current period figures are exclusive of wada unit operations.

(Note no. 4 Schedule M (B) in the Unabridged Annual Report)

5. Ratios

(i) Sales to total assets ratio - 2.11 Times (Previous Year -1.39 Times)

(if) Operating Profit (EBIDTA)/Closing Capital Employed - 7.67% (Previous Year - 9.78%)

(iii) Return on Closing Networth - 5.05% (Previous Year -12.00%)

(iv) Profit (PAT) to sales ratio - 1.08% (Previous Year - 3.32%)

6. Previous year figures have been regrouped wherever necessary to conform to current year's classification.

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Mar 31, 2010

1. Contingent Liabilities (Rs. in lacs)

* S.No. Particular As at As at 31st March 2010 31st March 2009

(a) Income Tax demands including interest which are under dispute and are 434.35 127.41 disputed

(b) Claims not acknowledged as debts 0.44 0.44

(c) Sales Tax demands including interest, under dispute. - 108.55

(d) Guarantee given to custom department (margin of Rs. 2.88 Lacs is available). 2.16 2.16

(e) Guarantees Outstanding given on behalf of subsidiary company 6.98 44.12

(f) Guarantees outstanding 205.00 60.00

(g) Custom duty on pending export obligation against import of machinery 706.15 706.15

(h) On account of probable violation of certain statues for which amount is N.A. N.A. uncertain

(i) Sales tax liability against non collection of various sales tax forms N.A. N.A.



under relevant sales tax laws, not provided due to uncertainty in ascertainment of amount of liability, if any.

(j) Custom Duty (Pending in appeal) 18.38 18.38

Apart from the above there exists contingent liability in case of LCs issued and LC discounted.

(Note no. 2 Schedule M (B) in the Unabridged Annual Report)

2. Corporate Guarantee Given by the Company

The Company has given irrevocable and unconditional corporate guarantee to banks on behalf of Tarapur Transformers Ltd., a subsidiary of the Company for Working Capital facilities & Term Loans.

(Note no. 14 Schedule M (B) in the Unabridged Annual Report)

3. Ratios

(i) Sales to total assets ratio - 1.39 Times (Previous Year-1.75Times)

(ii) Operating Profit (EBIDTA)/ Closing Capital Employed - 9.78% (Previous Year - 15.02%)

(iii) Return on Closing - 12.00% (Previous Year - 14.33%)

(iv) Profit (PAT) to sales ratio - 3.32% (Previous Year - 3.75%)

4. Previous year figures have been regrouped wherever necessary to conform to current years classification

Note :- As the financial year of the subsidiary company coincides with the Financial Year of the Holding Company, Section 212 (5) of the Companies Act, 1956, is not applicable.