Notes to Accounts of Entegra Ltd.

Mar 31, 2015

1. Contingent liabilities

a) Corporate guarantees given to the Banks/Financial Institutions against credit facilities extended to another company – Rs. 19,33,00,00,000 (PY - Rs.19,33,00,00,000)

b) Bank guarantees Rs.17,10,000 (PY - Rs.17,10,000)

2. Amounts due to suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006

The Company has not received any intimation from the suppliers regarding status under the Micro, Small and Medium Enterprises Development Act, 2006 (the Act) and hence the related disclosure regarding,

a) Amount due and outstanding to suppliers as at the end of the accounting year;

b) Interest paid during the year;

c) Interest payable at the end of the accounting year; and

d) Interest accrued and unpaid at the end of the accounting year,

has not been provided. The same has been relied upon by the auditors.

has been presented as per AS 17 'Segment Information', notified by the Central Government under Companies (Accounting Standards) Rules, 2006

3. Operating leases

The Company enters into leasing arrangements for office premises, guest houses and go down premises in general. The leases are cancellable and are generally for a period of one year. There are no significant conditions, restrictions or contingent rents. The total rental expense recognized in the statement of profit and loss for the period is Rs 1,78,500 (PY - Rs. 19,64,973).

4. Current year losses

Loss of Rs4,02,94,706 is largely on account of finance charges of Rs.3,30,95,528 on borrowings made for deployment in hydel power project, which has yet to commence operations.

5. Employee Benefits

The Company has neither carried out actuarial valuation as required by AS- 15 "Employee Benefits" notified by the Central Government under Companies (Accounting Standards) Rules, 2006 nor provided for Employee benefits as there are no qualifying employees.

6. Deposit Given

The Company has given deposit given to one of the party which is shown under the head Long term loans and advances amounting to Rs 20,00,00,000. The said deposit is given for occupying rent free area in the proposed newly constructed building. However they said project is still on hold by the developer but the management is hopeful of its performance in near future.

7. Recoverability of current assets and loans and advances

In the opinion of the Board, the current assets and loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated and provision for all known and determined liabilities (except wherever otherwise stated) are adequate and not in excess of the amount reasonably necessary. Keeping in view the fact that the investments are of the long-term nature, no diminution in the book value of the said investments is considered during the year.

8. Previous year's figures have been regrouped/ rearranged/ reclassified wherever necessary

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Mar 31, 2014

A. a) Security given against loans outstanding during current and previous years Loans repayable on demand of Rs 25,00,00,000 and Rs 2,50,00,00,000 outstanding as on 31 March 2014.

- Extension of charge on Marol, MIDC property by S. Kumars Retailer Services Private Limited.

- Pledge of 4,05,37,530 of promoter''s equity shares in Entegra Limited and 10,07,970 equity shares of Shree Ram Urban Infrastructure Limited as collateral security.

- Personal guarantee of the promoter directors and corporate guarantee of the parent company MW Infra Developers Limited.

b) Details of continuing default in payment

- Central Bank of India has absolutely assigned all rights and interests in the financial assistance granted to Entegra Ltd in favour of Edelweiss Asset Reconstruction Company wide Assignment Agreement dated 28.03.2014

Accordingly Edelweiss Asset Reconstruction Comapny (EARC) has become the secured lender and all rights title and interest of Central Bank of India have vested in EARC in respect of the above financial assistance. The company however continues to provide for interest on the entire amount of Rs. 275 crs as per the rates applicable in the loan agreement.

3. c) Terms of repayment of term loans and other loans

- Inter Corporate Deposits are repayable on maturities carrying an interest rate of 21%.

- Loan from related party consists loan received from its subsidiary company , which is repayable on demand. The said loan has an interest rate of 12%.

- The Company has filed an application with MPSIDC for agreeing the terms of closure of an outstanding loan against which the Company made payments aggregating Rs. 22,09,76,000 till 11 July 2006. The application is under evaluation and the Company expects that on finalization of the terms, it would not be required to repay amount exceeding the amount of liability of Rs.52,27,53,000 already recognized in the books.

As on the date of the approval of these financial statements, a formal decision in respect of the Company''s above proposal is yet to be taken by the MPSIDC.

On 25 April 2011, the Company has also made a payment of Rs.3,00,00,000 as part settlement of this loan liability.

4. Contingent liabilities

a) Corporate guarantees given to the Banks/Financial Institutions against credit facilities extended to another company - Rs. 19,33,00,00,000 (PY - Rs.19,33,00,00,000)

b) Bank guarantees Rs.17,10,000 (PY - Rs. 17,38,000)

5. Employee retirement and other benefits

There are only two employees as on date on the payroll of Entegra. Hence Actuarial Valuation has not been done. However liability has been booked based on actuarial valuation figures done as on 31st March 2013.

6. Loans and advances in nature of loan to companies in which directors are interested Sundry debtors, loans and advances and current liabilities include the following due from / payable to bodies corporate under the same group in which the directors of the Company are interested as members/directors:

7. Amounts due to suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006 The Company has not received any intimation from the suppliers regarding status under the Micro, Small and Medium Enterprises Development Act, 2006 (the Act) and hence the related disclosure regarding,

a) Amount due and outstanding to suppliers as at the end of the accounting year;

b) Interest paid during the year;

c) Interest payable at the end of the accounting year; and

d) Interest accrued and unpaid at the end of the accounting year,

8. Current and deferred taxes

a) No provision for Current tax for the year was considered in view of the losses incurred by the Company during the current financial year.

c) Tax rate considered for the above purposes is 32.445% (PY - 32.445%).

d) The net deferred tax assets have not been recognised in the financial statements of the Company in accordance with AS 22 Accounting for taxes on income.

e) Considering the prudence aspect, no deferred tax asset has been recognized in the accounts on brought forward business losses and other assets as per the Income Tax Act, 1961.

9. Segment reporting

The Company is engaged in the business of development of integrated global renewable energy projects and all operations comprise part of a single business segment namely ''Renewable Energy Services''. Therefore no separate segment information has been presented as per AS 17 ''Segment Information'', notified by the Central Government under Companies (Accounting Standards) Rules, 2006

10. Operating leases

The Company enters into leasing arrangements for office premises, guest houses and godown premises in general. The leases are cancellable and are generally for a period of one year. There are no significant conditions, restrictions or contingent rents. The total rental expense recognized in the statement of profit and loss for the period is Rs. 19,64,973 (PY - Rs. 39,06,894).

11. Current year losses

Loss of Rs 51,68,55,760 is largely on account of finance charges of Rs. 49,86,97,342 on borrowings made for deployment in hydel power project, which has yet to commence operations.

12. Employee Benefits

The Company has neither carried out actuarial valuation as required by AS- 15 "Employee Benefits" notified by the Central Government under Companies (Accounting Standards) Rules, 2006 nor provided for Employee benefits as there are no qualifying employees.

13. Deposit Given

The Company has given deposit given to one of the party which is shown under the head Long term loans and advances amounting to Rs 20,00,00,000. The said deposit is given for occupying rent free area in the proposed newly constructed building. However the said project is still on hold by the developer but the management is hopeful of its performance in near future.

14. Recoverability of current assets and loans and advances

In the opinion of the Board, the current assets and loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated and provision for all known and determined liabilities (except wherever otherwise stated) are adequate and not in excess of the amount reasonably necessary. Keeping in view the fact that the investments are of the long-term nature, no diminution in the book value of the said investments is considered during the year.

15. Previous year''s figures have been regrouped/ rearranged/ reclassified wherever necessary

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Mar 31, 2013

1. Background information

Entegra Limited ("Entegra" or the "Company") was incorporated in 1995 as a private limited company. In 2000, the Company was converted into a public limited company. The Company is listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Entegra is engaged in the development of integrated global renewable energy projects.

2. Basis of presentation

The financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting and in accordance with the Accounting Standards notified in the Companies (Accounting Standard) Rules, 2006 and the relevant provisions of the Companies Act, 1956, to the extent applicable.

3. Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements. Management believes that the estimates made in the preparation of financial statements are prudent and reasonable. Actual future period''s results could differ from those estimates. Any revisions to accounting estimates are recognised in the period in which such revisions are made.

4. Contingent liabilities

a) Corporate guarantees given to die Banks/Financial Institutions against credit facilities extended to anodier company - Rs. 19,33,00,00,000 (PY - Rs. 19,33,00,00,000)

b) Bank guarantees Rs. 17,38,000 (PY - Rs. 5,32,53,000)

5. Pre operative expenses written off during the year

During me year, me Company has written off Pre operative expenses amounting to Rs.5,56,76,378 in the statement of Profit and Loss of die Company which represent directly attributable expenditure incurred by die Company for setting up of 10 MW Concentrated Solar Thermal Power Project (CSP) in Rajasthan. As me Company has decided not to continue with die said project. Further, me Company has also provided under the head liquated damaged an amount of Rs.5,00,00,000 which was given as bank guarantee for die said project which now has been invoked by the NTPC Vidyut Vypar Nigam Limited.

6. Investment in OFCD''s of SMHPCL

The Company had acquired 2,175 Optionally Fully Convertible Debentures (OFCDs) of its subsidiary Shree Maheshwar Hydel Power Corporation Limited (SMHPCL) from a subscriber at a premium over face value in previous years for Rs.3,06,24,79,337. The face value of such bonds was Rs.2,17,50,00,000, comprising of 1,350, 9.75% OFCDs and 825, 10.75% OFCDs of Rs 10 Lakh each.

Such bonds were pledged to Yes Bank Limited as security for a term loan taken from such bank.

In September 2011, partial face value of such bonds was redeemed by SMHPCL as per me terms of die offer document. The Company, recorded a loss of Rs.2,50,38,602 on such redemption, being me proportionate portion of premium paid to acquire such bonds over me face value redeemed.

In November 2011, die Company, renounced its right to convert the OFCDs into equity shares of SMHPCL (which were convertible till 31 December 2011) SMHPCL granted a separate right to die Company for subscription of further equity in SMHPCL in lieu of die renounced right to convert me OFCDs, which is valid till 31 December 2012

The Company also transferred 1,328, 9.75% OFCDs and 825, 10.75% OFCDs to Yes Bank Limited at current face value, to repay its outstanding term loan and interest accrued tiiereon.

Subsequent to die transfer of bonds and lapse of conversion rights to such bonds as on 31 December 2011, me remaining premium paid on acquisition of me bonds of Rs.86,24,40,735 has also been derecognized. Further, me rights to subscribe to further equity in SMHPCL were transferred to a group company for a consideration of Rs.96,00,00,000. Such receivable from the group company has been included in ''Other Non-current assets''. Out of which an amount of Rs.28,30,10,113 has been recovered during die year.

On me transfer of such rights me company has recorded a net gain of Rs.9,75,59,265 in its previous year, which has been reflected as an exceptional item in die statement of Profit and Loss.

During me year, me Company has exercised dieir option not to convert OFCD into Equity capital of SMHPCL. Hence, me entire debentures have been classified as non-convertible in me books of the Company.

7. Amounts due to suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006

The Company has not received any intimation from the suppliers regarding status under the Micro, Small and Medium Enterprises Development Act, 2006 (the Act) and hence the related disclosure regarding,

a) Amount due and outstanding to suppliers as at the end of the accounting year;

b) Interest paid during the year;

c) Interest payable at the end of the accounting year; and

d) Interest accrued and unpaid at the end of the accounting year, has not been provided. The same has been relied upon by the auditors.

8. Segment reporting

The Company is engaged in the business of development of integrated global renewable energy projects and all operations comprise part of a single business segment namely ''Renewable Energy Services''. Therefore no separate segment information has been presented as per AS 17 ''Segment Information'', notified by the Central Government under Companies (Accounting Standards) Rules, 2006 ''

9. Operating leases.

The Company enters into leasing arrangements for office premises, guest houses and godown premises in general. The leases are cancellable and are generally for a period of one year. There are no significant conditions, restrictions or contingent rents. The total rental expense recognized in the statement of profit and loss for the period is Rs.39,06,894 (PY - Rs. 78,68,748).

10. Current year losses

Loss of Rs.63,29,43,687 is largely on account of finance charges of Rs.49,79,88,751 on borrowings made for deployment in hydel power project, which has yet to commence operations.

11. Additional information pursuant to Part II of Schedule VI to the Companies Act, 1956

Additional information pursuant to Part II of Schedule VI to the Companies Act, 1956 as applicable is given below: a) Quantitative Details of Goods Supplied to Energy Sector: Renewable Energy

12. Recoverability of current assets and loans and advances

In the opinion of the Board, the current assets and loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated and provision for all known and determined liabilities (except wherever otherwise stated) are adequate and not in excess of the amount reasonably necessary. Keeping in view the fact that the investments are of the long-term nature, no diminution in the book value of me said investments is considered during the year.

13. Previous year''s figures have been regrouped/ rearranged/ reclassified wherever necessary

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Mar 31, 2012

#1: During the year, the Company has issued bonus shares on equity shares in the ratio of 4:13 i.e. 4 (four) equity shares for every 13 (thirteen) equity shares held. The Company has issued a total of 7,46,23,938 shares on equity shares held on the record date. This bonus issue also includes shares issued on 13,56,70,000 Compulsory Convertible Preference Shares ('CCPS') which were convert- ed into equal number of equity shares, prior to the record date.

#2: Pursuant to the Scheme of Merger of SKG Power Ventures Private Limited ('SKGPV') with the Company, as approved by the shareholders and sanctioned by the Honourable High Court of Bombay, 5,00,000 equity shares of Rs. 10 each and 13,56,70,000 CCPS of Rs. 10 each were issued to shareholders of SKG Power Ventures Private Limited for consideration other than cash.

#3 Term/Rights attached to equity shares

The company has 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 except as otherwise stated.

3. a) Security given against loans outstanding during current and previous years Term loan from a bank outstanding as on 31 March 2011 last year Rs.2,58,39,20,000 (fully repaid during the current year)

- Pledge of bonds of SMHPCL owned by the Company

- First Pari passu charge and escrow of the dividend received from SMHPCL for Entegra's shareholding in SMHPCL for the loan amount in excess of the face value of pledge bonds plus differential amount between interest

- Personal guarantee of promoter director for the loan amount in excess of the face value of pledged bonds

Loans repayable on demand of Rs 25,00,00,000 and Rs.2,50,00,00,000 outstanding as on 31 March 2012

- Extension of charge on Marol, MIDC property by S. Kumars Retailer Services Private Limited.

- Pledge of 4,05,37,530 of promoter's equity shares in Entegra Limited and 10,07,970 equity shares of Shree Ram Urban Infrastructure Limited as collateral security.

- Personal guarantee of the promoter directors and corporate guarantee of the parent company MW Infra Developers Pri- vate Limited.

Cash credit facility outstanding as on 31 March 2011 (Fully repaid during the current year)

- Cash credit facility availed of Rs. 81,16,534 from a bank was secured by way of fixed deposit of Rs. 1,00,00,000.

Vehicle loan

- Vehicle loan was secured against vehicles purchased there against.

Inter corporate deposits

- Intercorporate deposits are secured by pledge of 1,00,77,186 shares of a group company and 1,51,22,387 shares of other promoter companies.

3. b) Details of continuing default in payment

- In respect of principal amount payable to a bank aggregating Rs.2,75,00,00,000, there have been certain defaults, the bank has ceased to provide a statement of transactions for the interest and bank charges. In respect of the principal amount of Rs.25,00,00,000, the Company had not repaid two quarterly installments amounting to Rs 3,00,00,000 and interest on such borrowings has not been paid since February 2011. Further, the Company does not have available terms and conditions relating to the principal outstanding of Rs.2,50,00,00,000 and the interest thereon. The management is in process of nego- tiating with the bank for settlement of these liabilities. In absence of formal communication from the bank, the interest of Rs. 56,85,97,912 has been provided based on management's estimate of the maximum possible liability as arrived from the discussion with the bank.. The management believes that provision is adequate and the amount payable on fi nal settlement will not exceed the liability provided in books.

- During the year, the Company defaulted in repayment of a Inter corporate deposit amounting to Rs 1,50,00,000 and inter- est thereon Rs 368,630.

3. c) Terms of repayment of term loans and other loans

- Inter Corporate Deposits are repayable on maturities within the period of April to August 2012 carrying an interest rate of 12% to 18%.

Term Loan of Rs.25,00,00,000 was repayable in sixteen quarterly installments commencing from October, 2011 of which fi rst twelve installments were amounting to Rs.1,50,00,000 and balance four installments of Rs.1,75,00,000 per quarter. The loan carries an interest rate of 14% to 15.25%. Post non-payment of principal and interest thereon, the entire loan has been taken as repayable on demand.

- The Company has recognized a liability of Rs.2,75,00,00,000 towards a loan repayable on demand. Based on discussions with the bank, interest on such loan has been accrued by the Company at the same rate as that of the term loan taken from the same bank.

- Cash credit facility carried a interest rate of 9.1%.

- Loan from related party consists loan received from the holding company and a group company, which are repayable on demand. The loan from the holding company is interest free while the loan from the group company has an interest rate of 12%.

- The Company has fi led an application with MPSIDC for agreeing the terms of closure of an outstanding loan against which the Company made payments aggregating Rs. 22,09,76,000 till 11 July 2006. The application is under evaluation and the Company expects that on fi nalization of the terms, it would not be required to repay amount exceeding the amount of liability of Rs.52,27,53,000 already recognized in the books.

As on the date of the approval of these financial statements, a formal decision in respect of the Company's above proposal is yet to be taken by the MPSIDC.

On 25 April 2011, the Company has also made a payment of Rs.3,00,00,000 as part settlement of this loan liability.

4. Contingent liabilities

a) Corporate guarantees given to the Banks/Financial Institutions against credit facilities extended to another company-Rs. 19,33,00,00,000 (PY- Rs. 19,33,00,00,000)

b) Bank guarantees Rs.5,32,53,000 (PY - Rs.5,87,98,000)

5. Pre operative expenses (pending allocation)

Pre operative expenses (pending allocation) in the Balance Sheet of the Company represent directly attributable expenditure incurred by the Company in the current year for setting up of 10 MW Concentrated Solar Thermal Power Project (CSP) in Rajasthan. Expenditure capitalized as pre operative expenses consists of expenditure directly attributable to the project and general and administrative costs as are specifically attributable to the construction of the project.

6. Investment in OFCD's of SMHPCL

The Company had acquired 2,175 Optionally Fully Convertible Debentures (OFCDs) of its subsidiary Shree Maheshwar Hydel Power Corporation Limited (SMHPCL) from a subscriber at a premium over face value in previous years for Rs.3,06,24,79,337. The face value of such bonds was Rs.2,17,50,00,000, comprising of 1,350, 9.75% OFCDs and 825,10.75% OFCDs of Rs 10 Lakh each.

Such bonds were pledged to Yes Bank Limited as security for a term loan taken from such bank.

In September 2011, partial face value of such bonds was redeemed by SMHPCL as per the terms of the offer document. The Company, recorded a loss of Rs.2,50,38,602 on such redemption, being the proportionate portion of premium paid to acquire such bonds over the face value redeemed.

In November 2011, the Company, renounced its right to convert the OFCDs into equity shares of SMHPCL (which were convertible till 31 December 2011) SMHPCL granted a separate right to the Company for subscription of further equity in SMHPCL in lieu of the renounced right to convert the OFCDs, which is valid till 31 December 2012

The Company also transferred 1,328, 9.75% OFCDs and 825,10.75% OFCDs to Yes Bank Limited at current face value, to repay its outstanding term loan and interest accrued thereon.

Subsequent to the transfer of bonds and lapse of conversion rights to such bonds as on 31 December 2011, the remaining premium paid on acquisition of the bonds of Rs.86,24,40,735 has also been derecognized. Further, the rights to subscribe to further equity in SMHPCL were transferred to a group company for a consideration of Rs.96,00,00,000. Such receivable from the group company has been included in 'Other Non-current assets'.

On the transfer of such rights the company has recorded a net gain of Rs.9,75,59,265 which has been reflected as an exceptional item in the statement of Profit and Loss.

During the year, the Company has exercised their option not to convert OFCD into Equity capital of SMHPCL. Hence, the entire debentures have been classified as non-convertible in the books of the Company.

7. Lien on fixed deposits

The Company's fixed deposits are under lien of the following parties pending completion of services projects as under;

8. Employee retirement and other benefits

A) Defined benefit plan

Gratuity, which is a defined benefit, is accrued based on actuarial valuation at the Balance sheet date, carried out by an independent actuary.

The estimates of the future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other related factors, such as supply and demand in the employment market.

B) Compensated absences

The Company has provided for leave encashment liability on actuarial valuation amounting to Rs. 14,89,847 (PY - Rs. 12,17,707) for the year ended 31 March 2012.

9. Loans and advances in nature of loan to companies in which directors are interested Sundry debtors, loans and advances and current liabilities include the following due from / payable to bodies corporate under the same group in which the directors of the Company are interested as members/directors:

10. Amounts due to suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006

The Company has not received any intimation from the suppliers regarding status under the Micro, Small and Medium Enterprises Development Act, 2006 (the Act) and hence the related disclosure regarding,

a) Amount due and outstanding to suppliers as at the end of the accounting year;

b) Interest paid during the year;

c) Interest payable at the end of the accounting year; and

d) Interest accrued and unpaid at the end of the accounting year, has not been provided. The same has been relied upon by the auditors.

Compulsorily convertible preference shares have been considered for computing Diluted Earnings/ (loss) per share. Such shares were anti-dilutive in the previous year.

11. Current and deferred taxes

a) No provision for Current tax for the year was considered in view of the losses incurred by the Company during the current financial year.

c) Tax rate considered for the above purposes is 32.445% (PY - 33.22%).

d) The net deferred tax assets have not been recognised in the financial statements of the Company in accordance with AS 22 Accounting for taxes on income.

e) Considering the prudence aspect, no deferred tax asset has been recognized in the accounts on brought forward business losses and other assets as per the Income Tax Act, 1961.

* The body corporate ceased to be a Party, under same group/Party under which directors are interested, from 28 March 2011

12. Segment reporting

The Company is engaged in the business of development of integrated global renewable energy projects and all operations comprise part of a single business segment namely 'Renewable Energy Services'. Therefore no separate segment information has been presented as per AS 17 'Segment Information', notified by the Central Government under Companies (Accounting Standards) Rules, 2006

13. Operating leases

The Company enters into leasing arrangements for office premises, guest houses and godown premises in general. The leases are cancellable and are generally for a period of one year. There are no significant conditions, restrictions or contingent rents. The total rental expense recognized in the statement of profit and loss for the period is Rs.78,68,748 (PY - Rs.74,74,422).

14. Applicability of Core Investment Company ('CIC) Guidelines issued by Reserve Bank of India ('RBI')

The Company based on the last years audited balance sheet is evaluating the applicability of CIC guidelines issued by the RBI and is in the process of seeking legal advice as to the applicability of such guidelines and to seek a possible exemption/extension by following the due process as listed in such guidelines.

15. Current year losses

Loss of Rs.58,36,91,289 is largely on account of finance charges of Rs.72,77,02,923 on borrowings made for deployment in hydel power project, which has yet to commence operations.

16. Mr.Y K. Jain, Managing Director has resigned we.f 31 March 2012. The Company is in process of appointing a Managing Director.

17. Recoverability of current assets and loans and advances

In the opinion of the Board, the current assets and loans and advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated and provision for all known and determined liabilities (except wherever otherwise stated) are adequate and not in excess of the amount reasonably necessary. Keeping in view the fact that the investments are of the long-term nature, no diminution in the book value of the said investments is considered during the year.

18. Previous year's figures have been regrouped/ rearranged/ reclassified wherever necessary to conform to current year's classification under Revised Schedule VI.

As notified by Ministry of Corporate Affairs, Revised Schedule VI under Companies Act, 1956 is applicable to the financial statements for the financial year commencing on or after 1 April 2011. Accordingly, the financial statements for the year ended 31 March 2012 are prepared in accordance with the Revised Schedule VI. The amount and disclosure included in the financial statements of the previous year have been reclassified to conform to the requirements of Revised Schedule VI.

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Mar 31, 2011

1.1. Contingent liabilities

a) Corporate guarantees given to the Banks/Financial Institutions against credit facilities extended to another company Rs. 41,800 Lakh (P. Y. Rs. 4,100 Lakh)

b) Bank guarantees Rs.587.98 Lakh (P.Y. Rs.275.00 Lakh).

2.2. Issue of equity shares and compulsorUy convertible preference shares pursuant to the merger of SKG Power Ventures Pvt. Ltd. ('SKGPV') with the Company Pursuant to the Scheme of Merger of SKG Power Ventures Pvt. Ltd. ('SKGPV') with the Company, as approved by the shareholders in the Court-convened meeting held on 27 July 2009 and subsequently sanctioned by the Honourable High Court of Bombay on 25 September 2009, the assets and liabilities of SKGPV were transferred to and vested in the Company with effect from 1 April 2008, the appointed date of the merger. The scheme had accordingly been given effect to in the accounts for the year ended 31 March 2009. The amalgamation has been accounted for under the purchase method as prescribed by Accounting Standard 14 'Accounting for Amalgamations' (AS-14). Accordingly, the assets and liabilities of the SKGPV as at the aforementioned date had been taken over at their fair values and/or as specified in the scheme.

SKG Power Ventures Pvt. Ltd. was carrying on the Hydel Power generation business through its maj ority owned subsidiary, Shree Maheshwar Hydel Power Corporation Limited ("SMHPCL"). SMHPCL has undertaken setting of a 400 MW Hydel Power plant at West Nimar in District Khargone of Madhya Pradesh state.

Pursuant to the Scheme, the shareholders of the erstwhile SKGPV were alloted 500 (Five Hundred) Equity Shares of the face value of Rs. 10 (Rupees Ten each) at par and 13,567 (Thirteen Thousand, Five Hundred and Sixty Seven) Compulsorily Convertible Preference Share(s) (CCPS) of the face value of Rs. 10 (Rupees Ten each) at par of the Transferee Company credited as fully paid-up, for every 1 (One) Equity Share of the face value of Rs. 10 (Rupees Ten each) held in the share capital of SKGPV.

The Company had allotted 5,000,000 equity shares and 135,670,000 CCPS on December 14, 2009. The difference between the fair value of assets and liabilities of SKGPV taken over and face value of equity and preference shares allotted amounting to Rs. 11,473.13 Lakh had been credited to the Securities Premium Account.

In order to issue additional shares as required by the Scheme, the Company had increased its 'Authorized Share Capital' from Rs. 11,000 Lakhs to Rs. 100,051 Lakhs, comprising of Equity shares of Rs.46,451 Lakhs and Preference shares of Rs.53,600 Lakhs in the previous year. Consequently, the Company had incurred an expenditure of Rs. 204.39 Lakhs for this increase and for issue of the additional shares in the previous year which was adjusted against the Securities Premium Account.

As of 31 March 2011, the Company has recognized a liability of Rs 25,000 Lakh towards a bank together with interest thereon as a demand loan based on the Company's discussions with the bank and has accrued interest on this liability at the same rate as applicable to the term loan from this bank

2.3. Closure of loan with Madhya Pradesh State Industrial Development Corporation Limited (MPSIDC)

The Company has filed an application with MPSIDC for agreeing the terms of closure of an outstanding loan against which the Company made payments aggregating Rs. 2,209.76 Lakh till 11 July 2006. The application is under evaluation and the Company expects that on finalisation of the terms, it would not be required to repay amount exceeding the amount of liability of Rs.5527.53 Lakh already recognized in the books As on the date of the approval of these financial statements, a formal decision in respect of the Company's above proposal is yet to be taken by the MPSIDC.

Subsequent to the Balance Sheet date, the Company has also made a payment of Rs.300 Lakh as part settlement of this loan liability.

2.4. Pre operative expenses (pending allocation)

Pre operative expenses (pending allocation) in the Balance Sheet of the Company represent directly attributable expenditure incurred by the Company in the current year for setting up of 10 MW Concentrated Solar Thermal Power Project (CSP) and 1 MW Solar Photo Voltaic (CSPV) in Rajasthan. Expenditure capitalized as pre operative expenses consists of expenditure directly attributable to the project and general and administrative costs as are specifically attributable to the construction of the project.

2.5. Market value of investment in OFCD's of SMHPCL

Even though the OFCD investments are quoted on the National Stock Exchange, the same were not traded and hence the market value is not available.

2.6. Investments made by the Company during the year

In the current year, the Company has acquired further 55,279,000 shares of face value Rs 10 each of SMHPCL, asubsidiary, at par. As a result of the acquisition, Entegra Limited now holds 73.06% of the paid up equity share capital of SMHPCL.

The Company has also acquired additional 950,000 shares in Ennertech Biofuels Ltd., a subsidiary, of Rs 10 each at par in the current year.

2.7. Employee retirement and other benefits

A) Defined benefit plan

Gratuity, which is a defined benefit, is accrued based on actuarial valuation at the Balance sheet date, carried out by an independent actuary.

B) Compensated absences

The Company has provided for leave encashment liability on actuarial valuation amounting to Rs. 12.18 Lakh (P. Y. Rs. 7.65 Lakh) for the year ended 31 March 2011.

2.8. Amounts due to suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006

The Company has not received any intimation from the suppliers regarding status under the Micro, Small and Medium Enterprises Development Act, 2006 (the Act) and hence the related disclosure regarding,

a) Amount due and outstanding to suppliers as at the end of the accounting year;

b) Interest paid during the year;

c) Interest payable at the end ofthe accounting year; and

d) Interest accrued and unpaid at the end ofthe accounting year,has not been provided. The same has been relied upon by the auditors.

2.9. Payment of stamp duty

A payment of Rs. 101.32 Lakh was made as stamp duty on the instrument of'Order Passing Scheme of Amalgamation' passed by the Honorable High Court for the merger ofthe Company with SKG Power Ventures Pvt. Ltd. This payment was made against a demand received during the current year.

2.10. Current and deferred taxes

a) No provision for Current tax for the year was considered in view of the losses incurred by the Company during the current financial year.

c) Tax rate considered for the above purposes is 32.445% (P.Y. 33.22%).

d) The net deferred tax assets have not been recognised in the financial statements of the Company in accordance with AS 22 Accounting for taxes on income.

e) Considering the prudence aspect, no deferred tax asset has been recognized in the accounts on brought forward business losses and other assets as per the Income Tax Act, 1961.

2.11. Related party disclosures

(A) List of related parties

Ultimate parent companyMW Corp Pvt. Ltd.

Parent companyMW Infra Developers Pvt. Ltd.

Subsidiaries Ennertech Biofuels Ltd.

Rajasthan Solar Power Company Pvt. Ltd.

(formerly known as Nevaa Solar Power Company Pvt. Ltd.)

Shree Maheshwar Hydel Power Corporation Limited

Fellow subsidiaries S. Kumars Limited

S. Kumars Unitexx Limited Dasna Developers Pvt. Ltd.

SKM Fabrics (Amana) Limited

Hindon River Mills Limited

Progard Textiles (India) Pvt. Ltd.

S. Kumars Retailer Services Pvt. Ltd.

Enterprises where key management personnel have significant influence or control

RajInfinPvt.Ltd.

Girija Holding Pvt. Ltd.

Key Management Personnel Mukul S. Kasliwal Chairman

Warij A. Kasliwal Vice Chairman

V. K. Jain Managing Director

2.12. Segment reporting

The Company is engaged in the business of development of integrated global renewable energy projects and all operations comprise part of a single business segment namely 'Renewable Energy Services'. Therefore no separate segment information has been presented as per AS 17 'Segment Information', notified by the Central Government under Companies (Accounting Standards) Rules, 2006

2.13. Operating leases

The Company enters into leasing arrangements for office premises, guest houses and godown premises in general. The leases are cancelable and are generally for a period of one year. There are no significant conditions, restrictions or contingent rents. The total rental expense recognized in the profit and loss account for the period is Rs.74.74 Lakh (P.Y.Rs.45.61 Lakh)

2.14. Current year losses

Loss of Rs.4,193.27 Lakh is largely on account of interest/financial charges of Rs.5,924.95 Lakh on borrowings made for deployment in Hydel power project, which has yet to commence operations. The expected Commercial Operation Date (COD) of the project is 31 December 2011.

2.15. Recoverability of current assets and loans and advances

In the opinion of the Board, the current assets and loans and advances have a value on realization in the ordinary course of business at least equal to die amount at which they are stated and provision for all known and determined liabilities (except wherever otherwise stated) are adequate and not in excess of me amount reasonably necessary. Keeping in view the fact mat the investments are of the long-term nature, no diminution in the book value of the said investments is considered during the year.

2.16. Previous year's figures have been regrouped/ rearranged/ reclassified wherever considered necessary.

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Mar 31, 2010

1. Employee retirement and other benefits

A) Defined benefit plan

Gratuity, which is a defined benefit, is accrued based on actuarial valuation at the Balance sheet date, carried out by an independent actuary.

B) Compensated absences

The Company has provided for leave encashment liability on actuarial valuation amounting to Rs.765,399 (Previous year Rs. 628,384) for the year ended 31 March 2010.

c) Tax rate considered for the above purposes is 33.2175% (P.Y. 33.99%).

d) The net deferred tax assets have not been recognised in the financial statements of the Company in accordance with AS 22 Accounting for taxes on income.

e) Considering the prudence aspect, no deferred tax asset has been recognized on brought forward business losses as per the Income Tax Act, 1961.

1.2. The Company has not received any intimation from the suppliers regarding status under the Micro, Small and Medium

Enterprises Development Act, 2006 (the Act) and hence the related disclosure regarding,

a) Amount due and outstanding to suppliers as at the end of the accounting year;

b) Interest paid during the year;

c) Interest payable at the end of the accounting year; and

d) Interest accrued and unpaid at the end of the accounting year, has not been provided. The same has been relied upon by the auditors.



1.3. Contingent liability

a) Corporate guarantees given to the Banks/Financial Institutions against credit facilities extended to another company Rs. 4,100 Lakhs (Previous Year Rs. 4,100 Lakhs)

b) Bank guarantees Rs.275.00 Lakhs (Previous year Rs.338.75 Lakhs).

1.4. Loss of Rs. 2,913.92 Lakhs is largely on account of interest/financial charges of Rs.2,340.68 Lakhs paid to banks on the loans availed by the Company for investments in OFCDs and Equity Shares in SMHPCL. Based on the project review committee meeting of SMHPCL concluded on 29 July 2010, the 400 MW Hydro Power Project is expected to start generating power from November 2010.

1.5. Previous years figures have been regrouped/ rearranged/ reclassified wherever considered necessary.