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Notes to Accounts of Kalpataru Power Transmissions Ltd.

Mar 31, 2017

1 Share premium account is used to record the premium on issue of shares. This is utilized in accordance with the provisions of the Companies Act, 2013.

2 Debenture Redemption Reserve is created as required under the provisions of the Companies Act, 2013 and rules framed there under.

3 The General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by the transfer from one component of equity to another and is not an items of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss.

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.

4 Foreign Currency Loans from Banks

(a) Rs, Nil (As at March 31, 2016 - Rs, 1,702.03 Lakhs, As at April 1, 2015 - Rs, 3,971.42 Lakhs) carries interest of 3 months Libor spread secured by charge over specific moveable and immovable fixed assets and is repayable in 13 Equal Quarterly instalment ending on October 21, 2016.

(b) Rs, 1296.77 Lakhs (As at March 31, 2016 - Rs, 1,326.66 Lakhs, As at April 1, 2015 - Rs, 1,251.82 Lakhs) carries interest of 6 months Libor spread secured by exclusive charge over entire current assets, escrow of receivables including receivables pertaining to Rwanda Project and is repayable in 7 Equal Monthly installment ending on October 28, 2017.

(c) Rs, 778.07 Lakhs (As at March 31, 2016 - Rs, 1,989.99 Lakhs, As at April 1, 2015 - Rs, 1,877.72 Lakhs) carries interest of 6 months Libor spread secured by exclusive charge over entire current assets, escrow of receivables including receivables pertaining to Egypt Project and is repayable in 10 Equal monthly installment ending on June 28, 2017.

5 Rupee Loans from NBFC Rs, Nil (As at March 31, 2016 - Rs, 1.13 Lakhs, As at April 1, 2015 - Rs, 20.89 Lakhs) carries interest in the range of 8.83% - 10.75% p.a. and is repayable in 36 equal monthly installments along with interest. The loan is secured by hypothecation of Specific Vehicles.

6 Rupee Loans from Banks

(a) Rs, 321.72 Lakhs (As at March 31, 2016 Rs, 214.82 Lakhs, As at April 1, 2015 Rs, 221.27 Lakhs) carries interest in range of 9.00% - 11.00% p.a. and is repayable in 36 equal monthly installments along with interest. The Loan is secured by hypothecation of Specific Vehicles.

(b) Rs, 3,500.00 Lakhs (As at March 31, 2016 - Rs, 4,500 Lakhs, As at April 1, 2015 - Rs, 5,500 Lakhs) carries interest in the range of 9.30% - 9.80% p.a. ,secured by hypothecation of specific moveable fixed assets and is repayable in 22 Equal Quarterly installment ending on December 31, 2019.

(c) Rs, 10,500.00 Lakhs (As at March 31, 2016 - Rs, 1,434.90 Lakhs, As at April 1, 2015 - Rs, Nil) carries interest in the range of 9.35% - 9.40% p.a., secured by pari passu charges on movable and immovable fixed assets of transmission & distribution and infrastructure division of the company to the extent of 1.25 times of outstanding facility and pledge of 5,564,069 number of equity shares of Shree Shubham Logistics Limited. It is repayable in 20 Equal Quarterly installment ending on September 30, 2022.

Working Capital Facilities from Banks are secured in favour of consortium of bankers by hypothecation of stocks, stores and spares, book debts, bills receivable 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.

7 Effect of Ind AS adoption on the statement of cash flows for the year ended March 31, 2016

The transition from previous GAAP to Ind AS has no impact on the statement of cash flows except regrouping among the cash flows from operating, financing and investing activities.

8 Notes to the reconciliations

a Under previous GAAP, Long term investment were measured at cost less diminution in value which is other than temporary. Under Ind AS 109, Investment in equity instruments of companies other than subsidiaries, joint ventures & associates are classified as FVTPL. On transition to Ind AS, these financial assets have been measured at fair value which is higher than cost as per previous GAAP, resulting in an increase in carrying amount of investments and retained earnings by Rs, 42.29 Lakhs as at March 31, 2016 (Rs, 45.10 Lakhs as at April 1, 2015 ). Consequent to above adjustment charge to profit and loss for the year 2015-16 increased by Rs,2.80 Lakhs.

b Under previous GAAP, Company has given guarantee amongst others, financial guarantee on behalf of its Subsidiaries. The Company does not charges any amount for the guarantee provided. Under Ind AS, fair value presentation has been done for the notional commission earned on corporate guarantee given on behalf of subsidiaries. This resulted in an increase in carrying amount of investment by Rs, 506.12 Lakhs as at March 31, 2016 (Rs,85.49 Lakhs as at April 1, 2015 ) and corresponding increase in other current liability by Rs,447.65 Lakhs (Rs,73.76 Lakhs as at April 1, 2015). The corresponding notional commission income has also been recognized as other income amounting to Rs,46.74 Lakhs for the year ended March 31, 2016.

c Under previous GAAP, investment in 4 % non-convertible redeemable preference shares of a subsidiary were carried at cost. On transition to Ind AS, these financial assets have been measured at fair value at amortized cost on the date of issue and resultant difference in carrying amount of investment of Rs, 625.71 Lakhs as at as at April 1, 2015, was added to equity investment in that subsidiary. These financial assets are being re-measured at each reporting period and resultant differences are recognized as income in statement of profit and loss. Consequently, retained earnings were higher by Rs, 333.47 Lakhs as at March 31, 2016 (Rs, 283.10 Lakhs as at April 1, 2015) and income for the year 2015-16 was higher by Rs, 50.37 Lakhs.

d As per Ind AS 109 Financial Instruments, the company has made provision for expected credit loss allowance on current trade receivables based on its aging from contractual due date and on non-current trade receivables based on expected period of its realization. Contract retention money receivables has been presented at fair value by discounting at NPV based on the expected date of realization. Consequently, trade receivable has decreased by Rs, 4,550.65 Lakhs as at March 31, 2016 (Rs,6,358.64 Lakhs as at April 1, 2015 ). Consequent to above adjustment provision for expected credit loss for the year ended March 31, 2016 was reduced by Rs,1,807.99 Lakhs. Out of which, Rs, 1,116.99 Lakhs is decreased from other expenses and Rs,691 Lakhs is decreased from finance cost.

e The company has given interest free loans to its subsidiaries amounting to Rs,1,407.51 Lakhs as on March 31, 2016 (Rs, 1,583.85 Lakhs As at April 1, 2015), in the nature of equity support, which has been classified as non-current investments.

f Under Ind AS, security deposit given against operating lease are presented at fair value by discounting it taking lease contract period and the differential amount has been treated as advance rentals to be amortized as rent over lease period. Accordingly, security deposit amount has been reduced by Rs,435.56 Lakhs as at March 31, 2016 (Rs, 631.45 Lakhs as at April 1, 2015) and advance rental has been recognized at Rs,420.98 Lakhs divided into current portion Rs, 210. 49 Lakhs and noncurrent portion Rs,210.49 Lakhs as at March 31, 2016 (Rs, 631.47 Lakhs as at April 1, 2015 divided into current portion Rs, 210.49 Lakhs and noncurrent portion Rs,420.98 Lakhs). Consequently, rent expense and interest income for the year ended March 31, 2016 are higher by Rs,210.49 Lakhs and Rs,195.91 Lakhs respectively.

g The company has changed, with effect from April 1, 2015, the method for determination of stage of completion for revenue recognition from completion of physical proportion of the contract work, to proportion of contract cost incurred for work performed to date bears to the estimated total contract costs. Consequently, cumulative revenue recognition for the period up to March 31, 2015 is lower by Rs, 2,550.99 Lakhs, which has been adjusted from retained earnings / other equity. Further, provision for expected loss from long term contracts is reduced by Rs,4,149 Lakhs (Rs,Nil as at April 1, 2015) and other current liabilities increased by Rs,8,846.48 Lakhs (Rs,2,077.77 Lakhs as at April 1, 2015) for amount due to customer and other current assets increased by Rs,32.99 Lakhs as at March 31, 2016 ( Rs,473.23 Lakhs as at April 1, 2015 ) for amount due from customer .Consequent to above adjustment turnover and profit for the financial year ended March 31, 2016 are lower by Rs, 6,262.49 Lakhs and Rs, 2,113.49 Lakhs respectively.

h As per Ind AS 109 Financial Instruments, retention trade payables have been presented at fair value. Consequently, trade payables as at March 31, 2016 and as at April 1, 2015 are decreased by Rs, 120 Lakhs.

i Under Ind AS, provision for warranty guarantee expenses are measured and presented at fair value. Consequently, provisions for warranty and guarantee expenses decreased by Rs, 1,373.81 Lakhs as at March 31, 2016 (Rs, 1,518.52 Lakhs as at April 1, 2015). Consequent to above adjustment, other expense decreased by Rs,532.38 Lakhs and finance cost increased by Rs, 677.09 Lakhs.

j Under previous GAAP, revenue from operations was presented net of excise duty whereas under Ind AS, revenue from operations are presented inclusive of excise duty. The corresponding excise duty expense is presented separately on the face of the statement of profit and loss. This change has no impact on total equity as at March 31, 2016 and April 1, 2015 and profit for the year ended March 31, 2016.

k Under previous GAAP, loss on account of mark to market of forward commodity contracts were expensed out in the statement of profit and loss and gains were ignored. Under Ind AS, forward commodity contracts against firm commitment is designated as hedged item and its subsequent cumulative changes in the fair value is recognized as an asset or liability with corresponding gain or loss recognized in OCI as hedge reserve.

l Under previous GAAP, actuarial gains and losses were recognized in the statement of profit and loss. Under Ind AS, the actuarial gains and losses form part of re-measurement of net defined benefit liability / asset which is recognized in other comprehensive income in the respective periods. This difference has resulted in increase in net profit of Rs,39.49 Lakhs for the year ended March 31, 2016. However, the same does not result in difference in equity or total comprehensive income.

m Under the previous GAAP, effect of mark to market on derivative instruments was not given except loss was accounted ignoring gain on derivative losses. Under Ind AS, mark to market effect is given. Consequently, other financial assets are increased by Rs,385.37 Lakhs as at March 31, 2016 (Rs,1,630.31 Lakhs as at April 1, 2015). Consequent to above adjustment , other expenses increased by Rs,1404.36 Lakhs.

n Consequent to adoption of Ind AS from April 1, 2016, deferred tax at applicable rates has been recognized on effect of Ind AS adoption and transition on retained earnings as at April 1, 2015 and on impact on profit for the year ended March 31, 2016 for the adjustment carried out in the statement of profit and loss.

o Under previous GAAP, dividend recommended by board of directors on equity shares for the reporting period while approving financial statement, subject to its approval by members in general meeting, was being recognized in the financial statements as a liability. Under Ind AS, such dividends are recognized as liability when declared by the members in a general meeting. The effect of this change is an increase in total equity as at April 1, 2015 by Rs,2,723.81 Lakhs and decrease in provisions by that amount, but does not affect profit before tax and total comprehensive income for the year ended March 31, 2016.

9. FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT

Capital Management

The company manages its capital to ensure that it will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

Financial Risk Management Financial Risk factors

The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company''s focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk to the Company is foreign exchange risk. The Company uses derivative financial instruments to mitigate foreign exchange related risk exposures.

Market Risk

The Company operates internationally and a major portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales and services and purchases from overseas suppliers in various foreign currencies. The company holds derivative financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The exchange rate between the rupees and foreign currencies has changed substantially in recent years and may fluctuate substantially in the future. consequently, the results of the Company''s operations are affected as the rupee appreciates/depreciates against these currencies.

The following table analyses foreign currency risk from financial instruments as at March 31, 2017

Note :The company is mainly exposed to USD and Euro. Other currencies comprises of 30-35 currencies. Sensitivity analysis of USD and Euro is given below:

Sensitivity Analysis

For the year ended March 31, 2017 and March 31, 2016, increase / decrease of 5% in the exchange rate between the Indian rupee and USD/EUR would impact company''s profit before tax by approximately 7.34% and 5.73% respectively.

Sensitivity rate of 5% is used while reporting foreign currency risk internally to key management personnel and represent management''s assessment of the reasonably possible change in foreign exchange rate.

Derivative Financial instruments

The Company holds derivative financial instruments such as foreign currency forward contracts and commodity future contracts to mitigate the risk of changes in exchange rates on foreign currency exposures and price of commodities. The counter party for these contracts is generally a multinational bank, financial institution or exchange. These derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the market place.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments.

Credit risk in respect of other receivables mainly comprises of loan to components which are managed by the Company, by way of assessing financial condition, current economic trends and ageing of other receivables . The Company considers the probability of default and whether there has been a significant increase in the credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk, the Company compares the risk of default occurring on financial assets as on the reporting date.

Expected credit loss assessment for customers as at April 1, 2015, March 31, 2016 and March 31, 2017

Most of customers are PSU and as per past experience, there has been no credit loss on account of customer’s inability to pay i.e. there has been no material bad debts in past and therefore, no provision on this account has been considered. Provision for expected delay in realization of trade receivables beyond contractual terms. The Group has used a practical expedient by computing the expected credit loss allowance for trade receivables on a provision matrix. The expected credit loss on the aging of the days the receivables are due and the rates as given in the provision matrix.

Credit risk on derivative financial instruments is limited because the counterparties are banks with high credit rating assigned by rating agencies.

In addition, company is also exposed to credit risk in relation to corporate guarantee/letter of comfort (LOC) given to banks by the company. The company''s maximum exposure in this respect is the maximum amount the company would have to pay if the guarantees/LOC are called on. (refer note 32)

The above table not include liability on account of future interest obligation

The company had undrawn borrowing facilities from banks amounting to Rs, 54,879.00 Lakhs (As at March 31, 2016: Rs, 49,004.00 Lakhs; As at April 1, 2015: Rs, 15,752.00 Lakhs), which may be drawn at any time.

interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates.

interest Rate Sensitivity Analysis

For the year ended March 31, 2017 and March 31, 2016, a 100 basis point increase / decrease in interest rate on floating rate liabilities would impact company''s profit before tax by approximately 1.0 % and 1.3 % respectively.

Commodity Price Risk

The Company is affected by the price volatility of certain commodities like Steel, Zinc and Aluminum. Its operating activities require the on-going purchase or continuous supply of these materials. The Company holds derivative financial instruments such as commodity future contract to mitigate the risk of changes in Zinc and Aluminum prices.

The sensitivity analysis have been determined based on the exposure to changes in commodity prices. The analysis is prepared assuming the quantity of exposure outstanding at the end of the reporting period was outstanding for the whole year. A 5% increase or decrease is used when reporting commodity price risk internally to key management personnel and represents management’s assessment of the reasonable possible changes in commodity prices and the impact of the possible change on the company''s profit before tax is 7.89 % for FY 2016-17 and 8.95 % for FY 15-16.

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, 5,936.72 Lakhs (previous year 6,568.58 Lakhs). 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, 1,875.08 Lakhs (previous year Rs, 1,727.70 Lakhs), for later than 1 year but not later than 5 years is Rs, 716.39 Lakhs (previous year Rs, 844.62 Lakhs) and for later than 5 years but not later than 9 years is 14.56 Lakhs (previous year - nil ).

11. Disclosure under Regulation 34 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 186(4) of the Companies Act, 2013.

12 Details of Investments made by the company are given in Note 6. Details of guarantees provided are given in Note 32.

13 All loans given and guarantees provided are for the purposes of the business.

14. A sum of Rs, 394.72 Lakhs received (Previous Year - Nil) from eligible Gold Standard Certified Emission Reduction (GSCERs) from Atmosfair GmbH of Germany, on account of generation of electricity from agricultural residues like mustard crop residue and other agricultural crop residue at Tonk Power Plant under the Clean Development Mechanism (CDM) of Kyoto Protocol for preventing environmental degradation. There is no CER’s under certification as on 31.03.2017.

15. DISCLOSURES PURSUANT TO ADOPTION OF IND AS 19 EMPLOYEE BENEFITS

(a) Defined contribution Plans

The Company made contributions 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, 924.22 Lakhs (Previous Year Rs, 820.00 Lakhs ) 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. The Company makes contribution towards Employees State Insurance scheme operated by ESIC corporation. The Company recognized Rs, 10.29 (Previous Year Rs, 5.19 Lakhs) for ESIC contribution in 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 offers the following employee benefit schemes to its employees

(i) Gratuity

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., 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 as per the provisions of the Gratuity Act, 1972.

(ii) Leave Encashment-The Scheme is non-funded.

(c) The following tables summarizes the components of net benefit expense recognized in the statement of profit or loss and the amounts recognized in the balance sheet in respect of Gratuity.

Senilities due to mortality and rate of withdrawals are insignificant and therefore, ignored.

d) Characteristics of defined benefit plans and risks associated with them:

Valuations of defined benefit plan are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over time. Thus, the Company is exposed to various risks in providing the above benefit plans which are as follows:

(i) Interest Rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (i.e. value of defined benefit obligation).

(ii) Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan liability.

(iii) Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.

(iv) Investment Risk : The Company has funded with well established Govt. of India undertaking and therefore, there is no material investment risk.

16. RELATED PARTY Disclosure AS Required BY and AS 24 ARE Given BELOW:

List of Related Parties

(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 (Proprietary) Limited Kalpataru Power Transmission Nigeria Limited Kalpataru Power Transmission USA Inc Adeshwar Infrabuild Limited Kalpataru Satpura Transco Private Limited LLC Kalpataru Power Transmission Ukraine

Kalpataru Metfab Private Limited (Formerly Gestamp Kalpataru Solar Steel Structure Private Limited)

Kalpataru IBN Omairah Company Limited Alipurduar Transmission Limited Kohima Mariani Transmission Limited

(b) indirect Subsidiaries

JMC Mining and Quarries Limited Saicharan Properties Limited Brij Bhoomi Expressway Private Limited Wainganga Expressway Private Limited Vindhyachal Expressway Private Limited

Punarvasu Financial Services Private Limited (Formerly Punarvasu Holding & Trading Co. Private Limited)

Kalpataru Power DMCC (Formerly Kalpataru Power JLT)

(c) Enterprises under significant influence, which are having transaction with the Company

Kalpataru Properties Private Limited

Neo Pharma Private Limited

Kalpataru Retail Ventures Private Limited

Gurukrupa Developers

Property Solution (India) Private Limited

Kalpataru Enterprises

Kalpataru Limited

Kalpataru Construction Private Limited

K C Holdings Private Limited

Kalpataru Viniyog LLP

Kalpataru Holdings Private Limited

Argos International Marketing Private Limited

(d) Key Management Personnel:

Ranjit Singh Managing Director (up to May 31, 2015)

Manish Mohnot Joint Managing Director (up to May 31, 2015), Managing Director (w.e.f.

June 1, 2015) and Managing Director & CEO (w.e.f. March 28, 2017)

(e) Individuals having significant influence and their relatives:

Mofatraj P. Munot Promoter Director (Executive Chairman w.e.f. April 1, 2017)

Parag Munot Promoter Director

Sunita Choraria Relative of Promoter Director

Sudha Golechha Relative of Promoter Director

(f) Joint Ventures :

Jhajjar KT Transco Private Limited

Note : Transactions with the related parties are at Arm''s lengths prices. The amount outstanding are unsecured and will be settled in cash. No guarantees have been given or received during the year. Guarantee given to subsidiaries are disclosed in note 32. No expenses has been recognized in the current year or previous year for bad or doubtful debts in respect of the amount owed by related parties.

* For the purpose of this clause the term ''Specified Bank Notes'' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economics Affairs number S.O. 3407(E), dated the November 8, 2016

** excluding balances in foreign currencies

17. In respect of one of the projects of the Company, a customer has raised claims against the Company with regard to tower supplies made from March 2012 to April 2013. Based on legal advice and contractual provisions involved management is of the view that provision made in the books of account is adequate and no further provision is required.

18. 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.

19. The company is primarily engaged in the business of Engineering, Procurement and Construction (EPC) relating to infrastructure comprising of power transmission & distribution, railway track laying & electrification, oil & gas pipelines laying, etc. Information reported to and evaluated regularly by the chief operating decision maker (CODM) for the purposes of resource allocation and assessing performance focuses on the business as a whole and accordingly, in the context of Operating Segment as defined under the Indian Accounting Standard 108 ''Segment Information'', there is no separate reportable segment.

Further, The company operates in Geographical Segment- India (Country of Domicile) and Outsi


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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