momentum - Morningstar

Annual Reeepppport 2008-22000099

Powering our growth

momentum

CONTENTSCONTENTS

1

CONTENTSCONTENTS

Twenty Eighth Annual Report & Audited Statement of Accounts for the year ended March 31, 2009

Board of Directors 2

Chairman’s Letter 4

Performance at a Glance 6

Directors’ Report 8

Management Discussion and Analysis 15

Financial Highlights 25

Corporate Governance 26

Auditors’ Report 37

Balance Sheet 40

Profit and Loss Account 41

Schedule to & Forming Part of Accounts 42

Balance Sheet Abstract 63

Cash Flow Statement 64

Consolidated Financial Statements

Auditors’ Report 65

Consolidated Balance Sheet 66

Consolidated Profit and Loss Account 67

Consolidated Schedule to & Forming Part of Accounts 68

Consolidated Cash Flow Statement 89

Statement Under Section 212 of the Companies Act, 90

1956 relating to subsidiary companies

2

Mr. Mofatraj P. MunotChairman

Founder, Promoter and Chairman of Kalpataru

Group with over 44 years of experience in the

field of Real Estate and Property Development,

Civil Contracting & various industries.

Mr. Mahendra G. PunatarVice Chairman (upto 30.01.2009)

Independent Director (w.e.f. 01.06.2009)

MS (Structural Engineering) from University of

Michigan, USA with over 49 years of experience

in transmission line towers.

Mr. K. V. Mani Managing Director (upto 31.05.2009)

Additional Director (w.e.f. 01.06.2009)

Bachelor of Engineering and MBA. Has 44 years

of experience in Transmission industry, mainly

Construction, Project Management and

Overseas Marketing.

Mr. Pankaj SachdevaDy. Managing Director (upto 31.05.2009)

Managing Director (w.e.f. 01.06.2009)

B.E (Hons) degree in Electrical Engineering

and has over 25 years of Product Marketing

and Project Execution experience in Power

Systems Sector.

Mr. Parag MunotPromoter Director

MBA, Carnegie Mellon University, USA with 16

years of experience, is responsible for the group

Real Estate and Property Development business.

Mr. Ajay MunotExecutive Director (upto 31.03.2009)Chartered Accountant and Bachelor in General

Law with over 14 years of experience.

Mr. Manish Mohnot Executive DirectorChartered Accountant and an ICWA having a

rich experience of 14 years in consulting in the

field of Oil, Gas, Power and other sectors

related to Infrastructure.

Mr. Sajjanraj MehtaIndependent Director

Chartered Accountant with over 34 years of

experience. A consultant in the field of Foreign

Exchange, Taxation & Corporate Affairs and

Strategy.

Mr. Vimal BhandariIndependent Director

Chartered Accountant with an experience of more

than 24 years in Financial Services sector. He was

Executive Director of IL&FS Ltd. Presently, he is

Country Manager - Aegon India.

Mr. Shitin Desai Independent Director

Experience in excess of 28 years in Financial

Services sector. He is currently the Executive Vice

Chairman of DSP Merrill Lynch Ltd.

Mr. Narayan SeshadriIndependent Director

Chartered Accountant with an experience of

27 years in the field of finance, account, tax and

business consulting. Presently, he is the Chairman

and CEO of Halcyon Resources and

Management Pvt. Ltd.

Mr. Imtiaz KangaPromoter Director(upto 30.01.2009)

Chartered Accountant with 29 years of experience

in various industries

Mr. S. P. TalwarIndependent Director (w.e.f. 30.01.2009)

Certified Associate of the Indian Institute of

Bankers and Member of Indian Council of

Arbitration. He is a Law Graduate and Arts

honors. He is a Senior Advisor of Yes Bank Ltd.

Mr. Sanju AhoojaIndependent Director (w.e.f. 30.01.2009

upto 31.05.2009)

Bachelor of Law having experience of over 20 years

in the filed of general law.

Executive Management TeamMr. Kamal K. JainPresident & CFO

Mr. Dinesh B. PatelPresident & CEO

(Domestic -TL Projects)

Mr. B. K. SatishPresident & CEO

(Distribution Projects)

Mr. N. Sai MohanPresident & CEO

(Overseas Projects)

Mr. Gyan PrakashPresident & CEO

(Pipeline Project)

Mr. M. A. BaraiyaHead-HR

Company SecretaryMr. Bajrang Ramdharani

AuditorsM/s. Kishan M. Mehta & Co., Ahmedabad

M/s. Deloitte Haskins & Sells, Ahmedabad

Legal AdvisorM/s. Singhi & Co., Ahmedabad

BankersIndian Bank

Oriental Bank of Commerce

Union Bank of India

State Bank of India

EXIM Bank

ICICI Bank Ltd.

Citi Bank N.A.

BNP Paribas, Abu Dhabi

Commercial Bank of Kuwait

Factory & Registered OfficePlot No. 101, Part III,

G.I.D.C. Estate, Sector 28,

Gandhinagar - 382 028,

Gujarat, India.

Tel No.: 91 - 79 - 23214000

Fax No.: 91 - 79 - 23211966 / 68 / 71

Email: [email protected]

Corporate Office‘KALPATARU SYNERGY’

8th Floor, Opp. Grand Hyatt Hotel

Vakola, Santacruz(E)

Mumbai - 400 055, India.

Tel. No.: 91 - 22 - 30645000

Fax No : 91 - 22 - 30643131

Websitewww.kalpatarupower.com

www.jmcprojects.com

www.kalpataru.com

www.ssll.in

BOARD OF DIRECTORS

3

MOMENTUM: Powering our growth

Established in 1969, Kalpataru today is at the very helm. Over these years, we have picked up speed and sustainability, and have diversified into various sectors which has given us global recognition. Our remarkable performance across all areas of infrastructure has seen us flourish with great magnitude.

KPTL, today has one of the largest integrated tower manufacturing plants, with a strong team and the vision to scale newer heights. Our diversified order book exceeding $1billion along with our presence across the globe provides us the momentum for future growth.

Technology

for design

production lines

stations

helicopter simulation

at testing tower station

Orders

5,000 crores

- Domestic

Rs. 3,000 crores

- Overseas

Rs. 2,000 crores

Investingfor future

capex exceeding

Rs. 180 crores

in past 3 years exceeding

Rs. 100 crores - EOU - 30,000

Diversification

Logistics

People

exceeding

5,000

training

centre

CHAIRMAN’S LETTER

Dear Stakeowners,It gives me immense pleasure in interacting with you in my

annual communiqués while the Company circulates its annual

performance report. This year I would like to dwell upon

various strategic issues along with the Company’s growth

plan.

Economic ScenarioThe global economy was truly on a roller coaster ride last year,

we saw prices of all assets and commodities attaining peaks in

the first half of the year and then falling to unprecedented

lows in the latter half of the year. It was a year when

commodity prices, especially steel, zinc, aluminum and crude

have been highly volatile; the swings between the highs and

lows have been highly dramatic, around 220% for steel, zinc

and aluminum and around 300% for Crude.

Unprecedented events called for extraordinary response and

the global community responded with determined steps to

return the financial sector to health and continued use of

macro-economic policy levers to support aggregate demand,

the central banks continue to explore unconventional ways to

ease credit conditions and provide liquidity. While the overall

recovery is likely to be slow, emerging economies like China

and India might see an upturn in the economy in the second

half of 2010 itself beating the global trend.

The Indian economy has shown great resilience in the face of

global recession, due to the policy intervention and stimulus

of Government of India. Though it was not able to sustain

average growth rate of 8% during FY 2004-07, it has grown at

a healthy 6 - 7% in 2008-09. In 2009-10 the economy is

expected to grow at 6.5 - 7% supported by higher domestic

consumption and lower inflation. The drivers of growth

continue to be industrial and infrastructure sector, which are

estimated to grow at higher rate.

The third year (2009-10) of Eleventh Five Year Plan has been

termed as year of consolidation in terms of securing the

ongoing projects on firm financial foundations, close monitor-

ing of implementation as well as their quality with

an aim to ensure that the ambitious/ challenging target for

the Eleventh Plan is achieved. Therefore, the investments

are expected to increase in infrastructure and construction

industry with the strong focus of the Government to

encourage domestic and foreign, private and

public investment.

A sound growth styleGrowth and Momentum for future: These two goals sum up

the previous year for KPTL. We continue to excel on the

path of leadership in the power transmission sector, and have

created a brand for us through a combination of solid project

performances, key client retention, excellent vendor relations

and great efforts from our people. We have also been amply

supported by our bankers and lenders who have shown

enormous trust and confidence in our ability and intention

and stood by us at all times. The excellent teamwork and

external support enabled us to continue creating value for all

stakeholders by pursuing growth and diversification whether

in JMC or Oil & Gas pipelines where the growth has been

phenomenal in the previous years.

The Company continues to be among the leading players in

transmission sector not only in India but also on the interna-

tional front. Our exports have grown from Rs. 0.4 billion to

Rs. 5 billion in just 6 years forming in excess of 25% of our

total revenue.

Despite the challenges in the current market on areas related

to volatility, we achieved growth in the current year and are

on path for the momentum leap over the next few years. Our

order book for KPTL has crossed the 1 billion USD level (in

excess of Rs. 5,000 crores) and the growth in the interna-

tional division’s order book (excess of Rs. 2,000 crores) and

infrastructure division (excess of Rs. 500 crores), makes us

feel proud of achieving success in such a short time frame.

Consolidation - Theme of 2008-09Over recent years KPTL has strengthened the reputation or

the skill with which we deliver projects of extraordinary

complexity and scale. We have seen a compounded annual

growth of over 37% in past 5 years beginning onwards

2003-04. From the turnover of Rs. 3.62 billion in 2003-04,

the Company has surpassed turnover of Rs. 18.85 billion

in 2008-09.

We had reached a stage in the previous year where it was

important for us to consolidate our efforts of the last five

years and plan ahead for the next five years. I am delighted to

share with you some of the strategic steps taken by us to

build the momentum for the next five years:

4

Growth ahead

PERFORMANCE AT A GLANCE

6

Profit After Tax (Rs. in Crores)

05-0

6

04-0

5

06-0

7

07-0

8

08-0

9

67

29

160

150

94

Gross Revenue*

(Rs. in Crores)

06-0

7

07-0

8

08-0

9

1640 27

05 3277

Order Book (Rs. in Crores)

05-0

6

04-0

5

06-0

7

07-0

8

08-0

9

2775

1815

3500

5900 72

00

Consolidated (KPTL + JMC)

*Year since consolidation started

Gross Revenue (Rs. in Crores)

05-0

6

04-0

5

06-0

7

07-0

8

08-0

9

871

567

1567

1768 19

14

Order Book (Rs. in Crores)

05-0

6

04-0

5

06-0

7

07-0

8

08-0

9

2000

1100

2300

3400 50

00+

+

KPTL

People (More Than)

05-0

6

04-0

5

06-0

7

07-0

8

08-0

9

1200

1000

1500 17

00

500

KEY HIGHLIGHTS

Gross Revenue - Rs. 1,914 crores

(USD 376 million)

EBIDTA Rs. 216 crores (USD 42 million)

PBT Rs. 121 crores (USD 24 million)

Net Worth Rs. 833 crores (USD 164 million)

Largest Transmission order of USD 250 million from MEW, Kuwait

Single largest order from HPCLMittal to lay 554 Kms pipeline worth Rs.385 crores

Productivity - Production - TL - 93,484 MTs

- Biomass - Above 95% PLF

Dividend - Consistent dividend of 75%

Offering increased capacity - Largest single location

manufacturing capacity to

produce 1,08,000 MTs p.a.

Powering more countries, worldwide. - USA / Canada

- Nigeria

- Saudi Arabia

- South Africa

- Kuwait

- Algeria

Reaching newer heightsOrder book - KPTL in excess of Rs. 5,000 crores

(USD 1 billion)

- JMC in excess of Rs. 2,200 crores

(USD 432 million)

Conquering new boundariesJMC Projects - Growth of 43%

- Consistent Dividend of 20%

- Order Book of Rs. 2, 200 crores

Shree Shubham Logistics - Building Agri Logistics Park for

Agricultural Sector Business

- Increase in Storage Capacity from

25,000 tonnes to 57,000 tonnes

Energylink / Amber - Plan to develop multi product SEZ,

Integrated Township, IT Park,

Commercial Complexes etc.

Technology for tomorrow - Pioneering emerging technologies

- Implementation of integrated

solutions (SAP)

Training - Higher education programme

(PGDBM) for employees

- Design software courses

- SAP Training

Regular health check-up of employees

Retention Focus - Performance linked incentives

- Career growth

- Competency development

- Employee welfare schemes

Team Size - More than 1,700 people

- Minimal employee turnover

Kalpa-Vriksha - Inhouse training centre

- Training hours exceeding

45,368 hours over the last 2 years

- Training clients, employees and

sub-contractors

- Focused on theory and

practical training formats

MOVEMENTFocusing on future

MOTION & PROGRESSContinuous growth

MASSOur assets - our people

7

DIRECTORS’ REPORT

KALPATARU POWER TRANSMISSION LIMITED, GANDHINAGAR

TO,THE MEMBERS,

Your Directors have pleasure to present the 28th ANNUAL REPORT on the business and operations of your company together with the

Audited Statement of Accounts for the year ended March 31, 2009.

Total Revenue

Profit before Depreciation

Less: Depreciation

Profit before Taxation

Less: Provision for Taxation including Fringe Benefit Tax

Less: Provision for deferred Taxation

Net Profit after Taxation

Add: Surplus brought forward from previous year

Add: Prior year’s adjustments

PROFIT AVAILABLE FOR APPROPRIATION:

APPROPRIATIONS

Transfer to General Reserve

Transfer to Debenture Redemption Reserve

Proposed Dividend on Equity Shares

Corporate Tax on Proposed Dividend

Balance carried to Balance Sheet

FINANCIAL RESULTS

1,944.38

147.90

27.32

120.58

23.09

3.08

94.41

319.92

(0.15)

414.18

12.00

3.00

19.87

3.38

375.93

414.18

1,789.69

223.36

21.80

201.55

48.98

2.62

149.95

213.29

(0.07)

363.17

20.00

-

19.87

3.38

319.92

363.17

2008-2009(Rs. in Crores)

2007-2008(Rs. in Crores)

8

DIVIDENDYour Directors are also pleased to recommend payment of

dividend for the year ended March 31, 2009 @ Rs. 7.50 per

equity share of Rs. 10 each.

FINANCIAL & OPERATIONS REVIEWYour company’s turnover stood at Rs. 1,913.62 crores

(USD 376 million) as against Rs. 1,768.20 crores

(USD 347 million) in the previous year which shows a

growth of 8% for the year. Total Export Turnover (including

overseas projects) was Rs. 518.96 crores (USD 102 million)

or approx 27% of revenues in 2008-09 as against Rs. 500.59

crores (USD 98 million) in 2007-08.

The company reported profit before tax of Rs. 120.58 crores

in 2008-09 as against Rs. 201.55 crores in 2007-08.The

reduction in profit was primarily on account of

competitive pricing pressure, volatile commodity prices,

negative foreign currency variations and higher interest cost.

The order book (including L1 bids) with your company is

above Rs. 5,000 crores (USD 1 billion).

During this year production capacity of your company has

been increased from 84,000 MTs to 1,08,000 MTs.

Additional capacity of 24,000 MTs p.a. has become

operational from September 2008. Your company has

produced 93,484 MTs of Transmission Line Towers as

against 79,531 MTs in preceding year. The average capacity

utilization was at an impressive level of 96%.

SUBSIDIARIESJMC Projects (India) Ltd. (JMC):During reporting period JMC has reported strong

consolidated revenue of Rs. 1,311.95 crores (USD 257 million)

an annualized rise of 43% as against Rs. 918.47 crores

(USD 180 million) in previous reporting period. Profit before

tax as well as profit after tax stood at Rs. 52.04 crores and Rs.

36.81 crores as against Rs. 47.51 crores and Rs. 30.57 crores

respectively, reflecting a good performance.

JMC has an order book exceeding Rs. 2,200 crores

(USD 432 million). Your company has strengthened JMC in

terms of its capital base, business profile (through

diversification) and improved financial discipline which will

enable the company to achieve rapid growth. The company

has invested Rs. 95.30 crores in JMC and hold 53.02%

stake in JMC.

Shree Shubham Logistics Ltd (SSLL):In reporting period, SSLL has achieved a turnover of

Rs. 55.96 crores as against Rs. 30.85 crores in corresponding

period, registering a growth of 81%. Profit before tax stood at

Rs. 0.36 crores as against Rs. 0.83 crores in the corresponding

period.

Present investment of your company in SSLL is

Rs. 16 crores in equity shares and Rs. 12.50 crores in

preference share capital. SSLL is an 80% subsidiary

of your company.

Energylink (India) Ltd (ELL):Energylink (India) Ltd. plans to foray into construction of

commercial complexes and integrated township targeting

middle and upper middle class income households. During

reporting period, ELL has entered into MOU, for setting up

a Multi Product SEZ with Government of Gujarat during

“Vibrant Gujarat”, an Investors Meet for Infrastructure

development and is in the process of acquiring land near

Ahmedabad for the same.

Present investment of your company in ELL is Rs.1 crores

in equity shares. ELL is a Wholly Owned Subsidiary of

your company.

Amber Real Estate Ltd. (Amber):Amber Real Estate Ltd. decided to explore opportunity in

the field of construction of IT Parks, Software Technology

Park etc. Your company has 100% stake in Amber, to make

an entry by building IT Parks/ Software Technology Parks

across the country. Amber is in the initial stage of

developing an IT Park in Mumbai. Your company has

invested Rs. 0.99 crores towards equity capital in this

company.

Kalpataru SA (Proprietary) Ltd.:This Company is formed in South Africa to bid for EPC

Power Transmission jobs in South Africa. This is a Joint

Venture between your company and a local company

PDNA Industries (Pty) Ltd. who are 25.1% stakeholder in

this company. Your company made an initial investment of

Rs. 0.27 crores towards equity capital and other expenses.

Kalpataru Power Transmission Nigeria Ltd.:This Company was incorporated as a 100% subsidiary of your

Company to explore the Power Transmission market in

Nigeria

9

Kalpataru Power Transmission (Mauritius) Ltd.:This company was incorporated as a 100% subsidiary of your

company during the year.

During reporting period, these companies have not

commenced any activity.

STATEMENT OF DIRECTORS’ RESPONSIBILITYPursuant to requirement under Section 217(2AA) of the

Companies Act, 1956, Directors based on representations

received from Operating Management, confirm:

(i) That in the preparation of the annual accounts for the

financial year ended March 31, 2009, the applicable

accounting standards had been followed.

(ii) That Directors had selected such accounting policies and

applied them consistently and made judgments and estimates

that are reasonable and prudent so as to give a true and fair

view of the state of affairs of the company at the end of the

financial year and of the profit of the company for the year.

(iii) That the Directors had taken proper and sufficient care

for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 1956

for safeguarding the assets of the company and for

preventing and detecting fraud and other irregularities.

(iv) That the Directors had prepared the annual accounts for

the financial year ended March 31, 2009 on a “going concern”

basis.

CORPORATE GOVERNANCEAs per Clause 49 of listing agreement with the Stock

Exchanges, a separate section on Corporate Governance and

Management Discussion and Analysis, confirming compliance

is set out in Annexure forming part of this report.

Your company has been practicing principles of good

corporate governance over the years. Your Board of Directors

supports broad principles of corporate governance. In

addition to basic governance issues, Board lays strong

emphasis on transparency, accountability and integrity.

DIRECTORSMr. K. V. Mani retired as Managing Director of your

company and appointed as an Additional Director on the

Board of your company w.e.f. June 1, 2009.

Mr. Pankaj Sachdeva, a B.E (Hons) degree in Electrical

Engineering and having over 25 years of product marketing

and project execution experience in power systems sector, was

appointed as an Additional Director and designated as

Dy. Managing Director on the Board of your company w.e.f.

July 9, 2008. On retirement of Mr. K. V. Mani as Managing

Director, Mr. Pankaj Sachdeva has been elevated to the

position of Managing Director effect from June 1, 2009.

Mr. S. P. Talwar is a Certified Associate of the Indian

Institute of Bankers and Member of Indian Council of

Arbitration. He is a Law Graduate and Arts honors. Mr. S. P.

Talwar is a Senior Advisor of Yes Bank Ltd. He is serving on

the Board of many companies as an Independent Director.

Your company inducted him as an Additional Director

(Independent) on the Board on January 30, 2009.

Mr. Sanju Ahooja, a Bachelor of Law was inducted as an

Additional Director (Independent) on the Board on January

30, 2009. However, due to his pre-occupation, he has

resigned from his directorship w.e.f June 1, 2009. The Board

of Directors records its appreciation for the contribution

made by Mr. Sanju Ahooja during his tenure with your

company.

On January 30, 2009 Mr. M. G. Punatar, Non-Executive

Director has resigned from his directorship due to health

reasons. However, on request of the Board, he has rejoined

your company as an Additional Director (Independent) w.e.f.

June 1, 2009.

In accordance with provisions of the Companies Act, 1956

and the Articles of Association of your company, Mr. Shitin

Desai, Mr. Narayan Seshadri and Mr. Vimal Bhandari are

liable to retire by rotation at ensuing Annual General

Meeting and being eligible they have offered themselves for

re-appointment.

Your Directors recommend appointment of Mr. K. V. Mani,

Mr. Pankaj Sachdeva, Mr. S. P. Talwar and Mr. M. G.

Punatar as Directors whose term as Additional Directors is

expiring at ensuing Annual General Meeting of your

company.

Mr. Imtiaz I. Kanga, Non-Executive Promoter Director has

resigned from his directorship w.e.f. January 30, 2009 due to

his pre-occupation. The Board of Directors records its

appreciation for his valuable services rendered to your

company during his tenure.

10

Mr. Ajay Munot, Executive Director of your company has

resigned from his directorship w.e.f. April 1, 2009. He made

significant contribution in overall growth of your company.

The Board of Directors records its appreciation for

contributions made by Mr. Ajay Munot during his tenure as

an Executive Director of the company.

CONSOLIDATED FINANCIAL STATEMENTSYour Directors have pleasure in attaching the Audited

Consolidated Financial Statements pursuant to Listing

Agreement entered into with the Stock Exchanges and

prepared in accordance with Accounting Standards

prescribed by the Institute of Chartered Accountants of

India.

AUDITORS AND AUDITORS’ REPORTBoard of Directors have recommended appointment of

M/s. Kishan M. Mehta & Co., Chartered Accountants and

M/s. Deloitte Haskins & Sells, Chartered Accountants as

auditors of your company who retire at the conclusion of

forthcoming Annual General Meeting and are eligible for

re-appointment.

M/s. Kishan M. Mehta & Co., Chartered Accountants and

M/s. Deloitte Haskins & Sells, Chartered Accountants have

given their consent to act as auditors, if re-appointed.

Members are requested to consider their re-appointment.

Auditors comments on your company’s accounts for year

ended March 31, 2009 are self explanatory in nature and do

not require any explanation as per provisions of Section

217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEESIn terms of provisions of Section 217(2A) of the Companies

Act, 1956, read with the Companies (Particulars of

Employees) Rules, 1975, as amended, names and other

particulars of employees are required to be set out in

Annexure to the Directors’ Report. However, as per

provisions of Section 219(1)(b)(iv) of the said Act, the

Annual Report excluding aforesaid information is being sent

to all the Members of company and others entitled thereto.

Members who are desirous of obtaining such particulars are

requested to write to company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOWInformation required under Section 217(1)(e) of theCompanies

Act, 1956 is annexed hereto and forms part of this Report.

DEPOSITSYour company has not accepted deposits from the public

within provisions of Section 58-A and 58-AA of the

Companies Act, 1956.

ACKNOWLEDGEMENTYour Directors wish to place on record their gratitude to the

shareholders of the Company, Banks, Financial Institutions,

valued Customers, Suppliers, and Business Associates for

their support and confidence in the Company.

Your Directors gratefully appreciate the co-operation and

assistance extended by various Central and State

Governmental Agencies. Your Directors also place on record

their appreciation for overwhelming co-operation and

assistance extended to your company by its Employees.

On behalf of the Board of Directors

MOFATRAJ P. MUNOTCHAIRMAN

Place: Mumbai

Date: June 1, 2009

11

12

Procurement

Manufacturing

Operation & Maintenance

Commissioning (Transmission)

Construction

Testing

Design

END TO END SOLUTIONS

13

ANNEXURE TO DIRECTORS’ REPORT

A. CONSERVATION OF ENERGY:Transmission & Distribution DivisionFollowing measures taken by your Company from time to time

has helped us maintaining energy consumption at optimum

level:

1. Use of Voltage Stabilizer to regulate fluctuations in voltage of

the Ahmedabad Electricity Company supply, which helps to

reduce energy consumption and eliminates wastage.

2. Installed enough number of Capacitors at Electrical Control

Panel Boards to improve the overall power factor.

3. Implementation of recommendations made by the National

Productivity Council while conducting energy audit.

4. Installed differential wound linear regulator, Automatic

Voltage Controller with advanced technology for the energy

saving.

5. Took PNG Connection, an environment friendly fuel, for

galvanising plant and hot bending machine to conserve the

energy.

Our total energy cost is less than 1% of our total turnover, which

reflects success of your company’s efforts in this direction.

Bio-mass Energy DivisionFollowing measures taken by your company from time to time

has helped us in maintaining the auxiliary consumption at

optimum level.

1. Use of Energy Efficient Motors for all auxiliaries of the plant

has helped in reduction in Auxiliary consumption.

2. High capacity motors like Boiler Feed Pump Motor have

been provided with Soft Starters (Electronic Starters) to

conserve energy.

3. Variable Frequency Drives (VFD’s) have been provided for

majority of continuous running auxiliaries which helps in

conserving energy.

B. TECHNOLOGY ABSORPTION:Efforts made in TechnologyAbsorption as per Form ‘B’ are given below:

FORM - BForm for Disclosure of Particulars with regard to Absorption:

Your Company has the R&D Centre at Punadara, where

development efforts are carried out in field of design and

engineering. Technical personnel at various levels are putting

their efforts for continuous improvement for product develop-

ment.

TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION1. Efforts Made:During year under review, technology for economical design and

high quality production was developed with help of highly

skilled technical personnel.

2. Benefits derived as a result of above efforts:Product improvement through high efficiency, economical

design and energy saving has improved overall working of your

Company.

3. In case of imported Technology (imported during thelast five years reckoned from the beginning of the financial year), the following information is furnished.

a) Technology imported: CNC Punching & Drilling Fabrication Machines, from

FICEP, Italy.

b) Year of Import: 2008

Has technology been fully absorbed: Yes

If not fully absorbed, areas where: Not Applicablethis has not taken place, reasonsthere of and future plans of actions.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: (Rs. in Crores)

Foreign exchange earnings Rs. 396(including overseas projects& deemed exports)

Foreign exchange outgo Rs. 168(including overseas projects)

Information required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

Currently spanning 28 countries across the globe, we are moving at a spectacular pace to expand our global

presence further. We look forward to creating an indelible mark on the world map.

9 countries

Year 1995 - 1999

19 countries

Year 2000 - 2005

28 countries

Year 2006 - 2009

14

GLOBAL REACH

Company presents its performance for year 2008-09 and

outlook for future based on current business environment.

Economic ScenarioThe Indian economy has shown great resilience in face of

global recession, due to the policy intervention and stimulus

of Government of India. Though it was not able to sustain

average growth rate of over 8% from FY 2004-05 to

FY 2006-07 but it has grown at a healthy rate of 6.6% in

2008-09. In 2009-10 the economy is expected to grow at

6.7% supported by higher domestic consumption and lower

inflation.

The global economy was truly on a roller coaster ride last year,

we saw prices of all assets and commodities attaining peaks in

the first half of the year and then falling to unprecedented

lows in the latter half of the year. While the overall recovery is

likely to be slow, emerging economies like China and India

might see an upturn in the economy sooner rather than later.

OUT LOOK & OPPORTUNITIESTransmission & Distribution DivisionIndian OutlookCompany primarily works with PGCIL, SEBs and a few

private sector clients. Our largest client, PGCIL has

announced investments plans of Rs. 55,000 crores during the

XI Plan period – about Rs. 10,000 – 11,000 crores worth of

investments annually. For FY 08-09, PGCIL has achieved

targets in the range of Rs. 8,000 crores and their targets for

the next two years are in the range of Rs. 12,000 crores and

Rs. 16,000 crores. The investment planned by Central and

State during 11th Five year Plan can be summarized as under:

The Government thrust on re-structured APDRP

Programme with allocation of Rs. 50,000 crores in 11th

5 year plan to reduce distribution losses also offers lot of

opportunities to the Company in the distribution sector.

We have been successful in consistently growing our market

share in India based on selective bidding strategy with focus

on delivery and profitability. We have completed 5,000 Kms

of 765/400 KV Transmission Lines in India.

Our success in securing the first ever 800 KV Transmission

Line Project and 1200 KV Tower testing orders from

PGCIL, conforms our strong capability to execute and

confidence of customer on us to deliver on time.

The Company is presently executing projects for RRVPNL,

MPSEB, WBSEB, etc. and enjoying good creditability with

them. The Company is equipped enough to grab

opportunities for developing Transmission network with

SEBs available from time to time.

We have also seen opportunities from private sector

customers who are building Transmission Lines for

evacuation of power from their own generation or working

with PGCIL for specific requirements.

The Company has plans to grab PPP opportunities for

development of Transmission network which have emerged in

the recent past.

International OutlookEmerging markets such as Africa and Middle East continue

to offer immense opportunities on account of need of better

power transmission network, funding support from

multilateral agencies, power generation plans and spending by

oil producing countries. The North American and Australian

market are also opening up for strengthening their

transmission network, where Indian value proposition will be

more beneficial on account of cost and competent technical

resources.

Our international operations have grown from Rs. 40 crores

to over Rs. 500 crores in the past 5 years with EPC and

supplies projects in 28 countries.

Company continues to expand its footprint in the existing

markets and to consolidate its presence which is evident from

our consistent success in Algeria – Secured 10 contracts worth

over Rs. 1,000 crores ( USD 200 million), USA & Canada –

successfully supplied over 6,700MTs to this far away markets,

UAE – secured 2 contracts worth Rs. 250 crores and Zambia

– Completed 2 projects worth over Rs. 90 crores in shortest

time.

Company has secured largest ever power transmission turnkey

jobs of over USD 250 million from Ministry of Energy and

Water, Kuwait, which is to be completed in 24 months.

Company continues to see growth in the overseas market

with lots of opportunities in GCC countries and Africa

Sector Rs. In CroresCentral Utilities 55,000

State Utilities 65,000

TOTAL 1,20,000

15

MANAGEMENT DISCUSSION AND ANALYSIS

Distribution

Pipeline

Civil Contracting ( JMC Projects)

Transmission Lines (International)

Logistics

Telecom

CREATING MILESTONES

Transmission Lines (Domestic)

17

Company may adopt a route of forming subsidiaries/JV

overseas to enter into newer markets and/or terrortries.

REAL ESTATE DIVISIONCompany is looking for certain real estate initiatives directly

or indirectly through SPV or Subsidiaries to build up

developers capabilities to bid for BOOT/BOOM infrastructure

projects in future. The Company has identified two

developmental projects for execution under its subsidiaries.

One of its wholly owned subsidiary Energy Link (India) Ltd.,

development of multi product SEZ is proposed over an area

of approximately 1,000 hectors (2,600 Acres) in the region

called ‘Ahmedabad-Dholera Special Investment Region’

(SIR), which is about 85 kms away from Ahmedabad. The

other project is through wholly owned subsidiary namely

Amber Real Estate Ltd. to develop IT Park which is

proposed to be developed at Mumbai.

BIO-MASS DIVISIONCompany is successfully running two power plants of 8 MW

each in the State of Rajasthan using agriculture residue/waste

and generating green power. Company may consider

expanding its wings in other non conventional power

generating sources after assessing the associated risk and

return.

Both plants have been registered as CDM projects with

UNFCCC for Certified Emission Reductions (CERs) under

CDM mechanism of KYOTO Protocol and earning CERs

credits.

INFRASTRUCTURE DIVISIONOil and Gas Pipeline SectorAccording to GAIL (India) Limited, the nodal agency for

transportation of natural gas, the demand for natural gas is

increasing @12% per annum. GAIL was entrusted to create

a pipeline grid and is currently developing a grid in southern

India to ensure availability of gas to the industry as well as

city gas network. An investment of USD 7 billion is envisaged

by GAIL towards augmentation and creation of new

infrastructure.

Pipeline transports only 25% of petroleum product consumed

by Indian industry in spite of being cheaper than Railways

and Road transportation. It is estimated that total pipeline

network would increase from the present 16,000 km to

40,000 km in the next 3-4 years, total Capital Expenditure

required for Oil & Gas Network is estimated around

USD 10 billion.

Globally, investment in GCC countries for pipeline network

is expected to be around USD 5 billion in the next five years.

This division which was started in year 2004 with a small

order of Rs. 12 crores, is now executing projects over Rs. 600

crores. Over the past 5 years it has built qualification and

reputation among major customer for delivering the results.

This gets reflected from the award of first 48” pipe laying work

by GAIL to the Company. Company has built up required

resources in terms of equipments (worth over Rs. 100 crores)

and man power to execute any size of pipe laying job.

Company continue to remain focus on pipe laying business in

which it has built strong base but at the same time Company

will target higher end business in oil and gas sector such as:

1. EPC contracts for setting up of Pipelines and related facilities in India or abroad

2. Contracts for Onshore and Offshore oilfield facilities such as GGS, GCS, OCS, etc

3. Contracts for Operation & Maintenance of Cross-Country pipelines and related facilities

Logistics & Warehousing BusinessAccording to industry estimates, storage capacity in the

country vis-à-vis production of vegetables and fruits stands at

a meager 12% compared with the international average of

50%. The result: nearly 38% of the perishable goods, such as

vegetables and fruits, are lost owing to lack of cold storage

systems and processing facilities. The cumulative loss could be

to the tune of Rs. 55,000 crore.

Shree Shubham Logistics Limited (SSLL),a subsidiary of

Kalpataru Power Transmission Limited is focused in

developing Commodity Warehousing Logistics parks in

strategic locations in the country.

The key objective is to develop multi-function facilities

catering to ambient temperature warehousing, cold storage,

processing units, auction yard, weigh bridges and other

support amenities. The other key objectives of the company

are to offer end-to-end logistics solutions with a pan-India

presence, to all the commodity stake holders in the

agricultural and non-agricultural segment including, but not

limited to warehousing, cold storage services, and third party

logistics, across the country.

By July, 2009, SSLL will have storage capacity of over

1,80,000 MTs as most of its planned warehouses will be

operational by that time.

Operational excellence stresses the need to continually evolve and improve the quality, processes and standard offered through every aspect of the company’s deliverables, making it a world class enterprise. We will continue to discover, measure and enhance this experience by leading the path to diversification with a growth that sees no boundaries.

48 inch pipeline

welding technique helping

in reaching upto a maximum

of 2 km per dayReceived D & B - ECGC

June 2008 in Engineering Goods

Sector, Large Exporters category

Plant Capacity

plant capacity is

SAP

productivity to integrate

all processes

Testing StationsInstalled a hydraulic crane

(70m tall, 70m boom,

test station, doubling

our testing capabilities

Quality CertificationISO 9001:2000 for Main Plant

& DMS Division

Safety & Risk Management

Manufacturing Proceess

process with a total

of 16 CNC machines

18

OPERATIONAL EXCELLENCE

RISK, CONCERNS & THREATSEach enterprise has its own risk and can’t remain isolated to

the fullest extent except properly managing the risk. The

Company foresees following as areas of risk, concerns and

threats:

commodities, foreign exchange and interest rate.

skilled and unskilled manpower. Hence retention and

competency growth of employees is also an area of concern.

to external factors like right of way, etc.

operates.

and pricing of its critical fuel i.e agriculture residue/waste.

These risks are managed with proper mix of orders across

and exchange exposure, optimization of working capital limits

the risk and addresses the concerns for appropriate actions

from time to time.

SEGMENT-WISE OPERATIONAL PERFORMANCE

Energy and Infrastructure.

two different segments – sales within India and sales outside

is

Transmission & Distribution Division (T & D)

The Company has got Export Excellence/ Emerging award

Real Estate Division

Bio-mass Energy Division

Infrastructure Division

20

Health Camps

Carbon

Emission

Reduction

Welfare Trust

Tree Plantation Camp

Commitment to society is an important part of our value system. We are consistent in our pledge to the various communities across India in ensuring renewable growth with minimal harm to the environment.

Dispensary

Corporate tournaments in aid of various NGO’s

Youth/Women

Empowerment

Programme

Promoting Cultural Activities

ENVIRONMENT & CORPORATE SOCIAL RESPONSIBILITY

BloodDonation

Camps

21

(c) 30”(120.0 Kms)Dadri-Panipet Pipeline Project of Indian

Oil Corporation Ltd.

(d) 12”( 290 Kms) Chennai – Bangalore Pipeline Project of

Indian Oil Corporation Ltd.

FINANCIAL REVIEWGross sales and service revenue of the company for 2008-09

was at Rs. 1,914 crores. This represents a growth of 8% over

2007-08. Revenue of Power Transmission and Distribution

segment grew by 10%, Infrastructure segment shows downfall

by 6% and Bio-mass Energy segment grew by 25%.

Exports revenue (including overseas projects) earnings during

this year were at Rs. 519 crores representing approx. 27% of

your company’s gross revenue.

Company’s profit before tax has decreased to Rs. 121 crores

from Rs. 202 crores. Profit after tax stood at Rs. 94 crores as

against Rs. 150 crores. Profit has been impacted by higher

commodity prices, increased working capital cycle and adverse

foreign currency movement.

Net fixed assets (including capital work in progress) as at

March 31, 2009 was Rs. 269 crores as compared to Rs. 225

crores in previous year, indicating increase of Rs.44 crores,

mainly for purchase of pipe laying equipments for

Infrastructure Division, capacity addition 24,000 MTs and

integrated system implementation.

Net current assets as at March 31, 2009 was at Rs. 1, 109

crores as against Rs. 731 crores over previous year. Current

assets level of company has gone up on account of

back-ended payment terms of certain projects under

execution. Sundry debtors over 6 months are standing at

Rs. 343 crores as against Rs. 30 crores in previous year. This

increase is mainly on account supplies made under rural

distribution MSEDCL - GFSS-II project, of which payment

terms are back ended linked to completion and

commencement of feeders.

During this year, company has issued 12.5% Non-Convertible

Debentures (NCD) of Rs. 80 crores for on going capex and

general corporate purposes.

The total Debt/Equity ratio is at 0.79 and Long Term Debt /

Equity ratio is at 0.16. Company enjoys PR1+ and AA rating

for its short term and long term borrowing from CARE Ltd.

Internal ControlCompany has an adequate system of internal controls

implemented by management towards achieving efficiency in

operations, optimum utilization of company’s resources and

effective monitoring thereof and compliance with applicable

laws and regulations.

Company’s internal audit department and Independent

Internal Auditors conduct regular audits to ensure adequacy

of internal control systems, adherence to management

instructions and compliance with laws and regulations of the

country as well as to suggest improvements.

Audit plans, internal/external auditors’ observations and

recommendations, significant risk area assessments and

adequacy of internal controls are also periodically reviewed by

Audit Committee.

Company has to adhere to stringent rules and regulations of

ISO guideline also.

In record period of 7.5 months, Company has implemented

SAP – ERP system, which achieved Go-Live on

April 7, 2009.

CORPORATE SOCIAL RESPONSIBILITYSafetyCompany gives utmost importance to safety standards at all

working locations of company. At manufacturing units, power

plants and all project-sites, necessary procedures are in place

to ensure safety of personnel and equipments. Specially to

ensure safety and health of work force and create awareness,

company undertakes the following activities:

a. Internal safety audits

b.Safety week celebration to create awareness about safety

c. Mock drills are conducted to assess emergency / disaster

management preparedness, etc.

EnvironmentPreservation and promotion of environment is of fundamental

concern in all our business activities. Company has installed

flux regeneration plant, acid and white fume extractors,

eco-ventilator fans, etc at its manufacturing facilities to

maintain good working condition and to make it more

environmental friendly. As specific requirement of customer,

Company has started fumigation of its export supplies, dull

finishing of products to avoid reflection when it is installed at

site, etc. Company does a lot of plantation and green area

development for GIDC and GUDA.

Training Hours

Work Force>5,000 people

SpecialisedEducation

Recruitment Training Centers Kalpataru Parivaar

PEOPLE

23

Company has been accredited with ISO 14001 for

Environment Management System by Intertek Quality

Registrar, PLC, U.K., for its EOU Division.

Community DevelopmentCompany exhibits concern for society in order to be good

corporate citizen, undertakes various community welfare

measures and environment-friendly initiatives. Primary focus

of social welfare and community development measures of

your company is focused on healthcare, child development,

and promoting cultural activities.

Company undertakes community development programmes

by way of sponsoring the programme of government and

non-government organisations like Rotary Club of

Gandhinagar, Gandhinagar Cultural Forum, Kalrav etc. in

field of healthcare, child development programme, cultural

activities, women empowerment programme etc.

Company is very much committed to improving quality of life

in communities in which it operates and to contribute the

overall development of society.

Human Resources“Making People Our Most Important & Valuable Asset” -

Success of a business is directly linked to performance of

those who work for that business. Now, properly managing a

workforce is a lot more complicated than, maintenance of a

company’s material capital such as machinery, computer

systems, etc. Indeed, mechanistic approach to employee

relations has often failed. Fortunately, this failure has

prompted close study into how to effectively see that human

capital is treated right and is able to reach its full potential.

Employee loyalty continued and succeeded in retaining the

talent while adding 500+ new family members.Employee

Welfare Trust is operational and needy people were supported.

At Kalpa-Vriksha Learning Centre, we make sure that

freshers abilities are correctly and optimally nurtured and

their competencies are enhanced, through a rigorous 35-day

induction program. A demo area - a virtual site - has been

created to give them the practical knowledge before they go to

the site. We also take care to improve their behavioural

aspects such as personality development, communication skills

etc. We also provide a platform to our employees to upgrade

their competencies, knowledge, skills and attitudes through

various courses.

We continue to conduct programmes for our employees and

their families like camps for kids, sports for family and

employee Annual Day celebration, rewarding long service

associates, arranging picnics, gathering and involving each

employees etc. Medical check-up for employees is being done

periodically.

Cautionary StatementStatement in the Management Discussion and Analysis describing the Company’s objectives, expectations or predictions may be forward looking within the meaning of applicable securities, law and regulations. The Company assumes no responsibility to publicly amend, modify or revise forward looking statement, on the basis of subsequent event or development. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting selling price of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and outside the country and other factors such as litigation and industrial relations.

24

25

FINANCIAL HIGHLIGHTS

Production in MTs

Gross Revenue

Sales Growth %

International Revenue

Total Expenditure

Operating Profit (PBDIT & other income)

Other Income

Interest - Short Term

Interest - Long Term

Interest

Profit before depreciation & tax (PBDT)

Depreciation

Profit before Tax

Provision for Taxation Worth (Incl. FBT & Deferred Taxation)

Profit after Tax (PAT)

Equity Share Capital

Net Worth (excluding Revaluation Reserve & Debenture Redemption Reserve)

Long Term Borrowings

Short Term Borrowings

Total Borrowings

Capital Employed(Net worth + Term Borrowings)

Debt Equity Ratio (Total)

Debt Equity Ratio (Long Term)

Book Value per Equity Share (Rs) (excluding Revaluation Reserve & Debenture Redemption Reserve)

Earning per Equity Share (Rs.)

Operating Profit %

Profit before Tax %

Profit after Tax %

49,110

567

56.5%

95

508

59

1

8

3

11

49

5

43

15

29

11

113

23

87

110

136

0.98:1

0.21:1

104

26

10.4%

7.6%

5.1%

62,452

871

53.7%

143

757

114

5

12

4

16

103

9

94

28

67

11

167

99

134

233

266

1.39:1

0.59:1

154

61

13.1%

10.8%

7.6%

78,404

1,567

79.9%

401

1,318

249

12

22

6

28

233

17

217

57

159

27

642

88

249

337

729

0.52:1

0.14:1

242

65

15.9%

13.7%

10.1%

79,531

1,768

12.8%

501

1,527

242

21

33

7

40

223

22

202

52

150

27

767

70

255

326

838

0.43:1

0.09:1

290

57

13.7%

11.3%

8.4%

93,484

1,914

8.2%

519

1,728

186

31

60

8

68

148

27

121

26

94

27

833

134

520

654

968

0.79:1

0.16:1

315

36

9.7%

6.2%

4.9%

93,484

376

8.2%

102

339

36

6

12

2

13

29

5

24

5

19

5

164

26

102

128

190

0.79:1

0.16:1

6

1

9.7%

6.2%

4.9%

2004-05 2005-06 2006-07 2007-08 2008-09 2008-09

USD in MillionRs. in Crores

*1 USD = Rs. 50.95

26

REPORT ON CORPORATE GOVERNANCECOMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCECompany’s philosophy of corporate governance steams from its belief from transparency, integrity and accountability towards all stock

holders. Corporate Governance helps to achieve excellence to enhance stakeholders’ value by focusing on long-term stakeholder value

creation without compromising on integrity, social obligations and regulatory compliances.

At Kalpataru Power, our continuous endeavor is to achieve good governance, by way of a conscious and conscientious effort whereby

ensuring the truth, transparency, accountability and responsibility in all our dealings with our employees, stakeholders, consumers and

the community at large.

The Board of Directors represents the interest of the Company’s stakeholders, for optimizing long-term value by way of providing

necessary guidance and strategic vision to the Company. The Board also ensures that the Company’s management and employees

operate with the highest degree of ethical standards.

We, at Kalpataru Power, believe that the constant effort to improve operational performance, guided by our values, forms the basis for

good Corporate Governance. Corporate Governance is strongly driven by our values such as quality, commitment, customer orientation

and integrity.

I. BOARD OF DIRECTORSA. Composition of the Board The Board of Directors consists of 12 Directors as on March 31, 2009 of which 8 are Non-Executive and 4 are Executive Directors.

The Chairman is a Non-Executive Promoter Director, apart from him there is 1 Promoter Director and 6 Non-Executive

Independent Directors. The Board structure is in compliance with Clause 49 of the Listing Agreement.

B. Meetings of Board of Directors Six Board Meetings were held during the year ended on March 31, 2009 and the gap between any two meetings did not exceed

four months. The dates on which the Board Meetings were held are May 26, 2008, July 31, 2008, October 24, 2008, December

13, 2008, January 30, 2009 and March 30, 2009.

C. Directors’ attendance and Directorship held The names and category of Directors on the Board, their attendance at the Board meetings held during the year and also at the

last Annual General Meeting, the number of Directorships and Committee Memberships held by them in other companies are

given below:

Name of the Directors Category Attendance at No. of Directorships and Committee Memberships

/ Chairmanship (Other than KPTL)**

Board

Meetings

Last

AGM

Directorship# Committee

Chairmanship

Committee

Membership

Mr. Mofatraj P. Munot Non – Executive

(Promoter)

6 Yes 129 - -

Mr. Mahendra G. Punatar

(upto 29.01.2009)

Non – Executive 3 Yes 1 - 2

Mr. K. V. Mani Managing Director 3 Yes - - -

Mr. Pankaj Sachdeva

(w.e.f. 09.07.2008)

Dy. Managing Director 3 Yes - - -

Mr. Ajay A. Munot

(upto 31.03.2009)

Executive Director 5 No 2 - 2

Mr. Parag M. Munot Non – Executive

(Promoter)

6 No 136 - -

Mr. Manish Mohnot Executive Director 5 Yes 3 - -

Mr. Sajjanraj Mehta Non - Executive

(Independent)

6 Yes 2 - -

Mr. Vimal Bhandari Non - Executive

(Independent)

5 Yes 8 1 3

Mr. Shitin Desai Non - Executive

(Independent)

3 No 5 - 2

Mr. Narayan Seshadri Non - Executive

(Independent)

5 No 9 1 2

Kalptaru A.R. 2009.indd 26 26/06/2009 5:59:03 PM

27

Name of the Directors Category Attendance at No. of Directorships and Committee Memberships

/ Chairmanship (Other than KPTL)**

Board

Meetings

Last

AGM

Directorship# Committee

Chairmanship

Committee

Membership

Mr. Imtiaz I. Kanga

(upto 29.01.2009)

Non – Executive

(Promoter)

3 No 53 - -

Mr. S. P. Talwar

(w.e.f. 30.01.2009)

Non - Executive

(Independent)

1 No 13 4 6

Mr. Sanju Ahooja

(w.e.f. 30.01.2009)

Non - Executive

(Independent)

1 No - - -

**Represent Memberships / Chairmanships of Audit Committee and Shareholders’ Grievance Committee only

# Including Private Limited Companies

None of the Directors of Board is a member of more than 10 Committees and no Director is the Chairman of more than 5

committees across all the companies in which he is a Director. The necessary disclosures regarding Committee positions have been

made by all the Directors.

D. Code of Conduct The Board has laid down code of conduct for all Board Members and Senior Managerial Personnel of the Company. The Code

of Conduct is available on the website of the Company at www.kalpatarupower.com.

All Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Conduct and a declaration to

this effect signed by the Chief Executive Officer (CEO) has been obtained.

II. Audit Committee: The Company has complied with the requirements of Clause 49 (II) (A) of the Listing Agreement relating to composition of

Audit Committee.

The terms of reference of the Audit Committee are broadly as under:

â Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the

financial statement is correct, sufficient and credible.

â Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory

auditor and the fixation of audit fees.

â Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

â Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular

reference to:

l Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms

of clause (2AA) of section 217 of the Companies Act, 1956

l Changes, if any, in accounting policies and practices and reasons for the same

l Major accounting entries involving estimates based on the exercise of judgment by management

l Significant adjustments made in the financial statements arising out of audit findings

l Compliance with listing and other legal requirements relating to financial statements

l Disclosure of any related party transactions

l Qualifications in the draft audit report.

â Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

â Reviewing, with the management, performance of statutory and internal auditors and adequacy of the internal control

systems.

â Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing

and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

â Discussion with internal auditors regarding any significant findings and follow up there on.


28

â Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or

irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

â Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit

discussion to ascertain any area of concern.

â To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case

of non payment of declared dividends) and creditors.

The Audit Committee comprises of 3 Non-Executive Directors out of which 2 are Independent Directors. The Committee met

4 times during the year on May 22, 2008, July 31, 2008, October 23, 2008 and January 30, 2009 and the attendance of members

at the meetings were as follows :

Name of Member Category Status No. of Meetings attended /held

Mr. Sajjanraj Mehta

Mr. Mofatraj P. Munot

Mr. Vimal Bhandari

Non Executive-Independent

Non Executive-Promoter

Non Executive-Independent

Chairman

Member

Member

4 / 44 / 44 / 4

The President & CFO is a regular invitee, Statutory & Internal Auditors are invited as and when required. The Company Secretary

is the secretary of the committee.

The Audit Committee has reviewed financial condition and results of operations forming part of the management discussion and

analysis and other information as mentioned in para II (E) of Clause 49 of the Listing Agreement.

III. Subsidiary Company: The company has the following subsidiaries:

1. JMC Projects (India) Ltd. (53.02% Subsidiary), Listed Company

2. JMC Mining & Quarries Ltd. (100% Subsidiary of JMC Projects (India) Ltd),

3. Energylink (India) Ltd. (100% Subsidiary),

4. Shree Shubham Logistics Ltd. (80% Subsidiary),

5. Amber Real Estate Ltd. (100% Subsidiary),

6. Kalpataru Power Transmission (Mauritius) Ltd. (100% Subsidiary),

7. Kalpataru SA (Proprietary) Ltd. (74.9% Subsidiary) and

8. Kalpataru Power Transmission Nigeria Ltd. (100% Subsidiary)

Except JMC Projects (India) Ltd., all other subsidiaries are non-material non listed subsidiaries of the Company. The review of

annual financial statement and investments, if any, made by these unlisted subsidiary companies is done by Audit Committee. The

minutes of Board Meetings of unlisted subsidiary companies are being placed before the Board of Directors of the Company.

IV. Nomination and Compensation Committee: Although non mandatory in terms of the listing agreement, the Company has Nomination & Compensation Committee to review,

assess and recommend the appointment of Executive Directors from time to time, to periodically review the remuneration package

of the Executive Directors and recommend suitable revision to the Board.

Remuneration of employees largely consists of base remuneration, perquisites and performance incentives. The components of the

total remuneration vary for different cadres and are governed by industry pattern, qualification and experience of the employee,

responsibilities handled by him, individual performance etc.

The objectives of the remuneration policy are to motivate employees to excel in their performance, recognize their contribution,

and retain talent in the organization and reward merit.

The Committee comprises of 3 Non-Executive Directors.

The Committee met on July 7, 2008 and March 30, 2009 to determine the appointment/re-appointments of Executive Directors


29

and revision of remuneration/promotion of top executives of the Company. The attendance of members at the meetings was as

follows:

Name of Member Category Status No. of Meetings attended/held

Mr. Mofatraj P. Munot Non Executive-Promoter Chairman 2/2Mr. M. G. Punatar

(upto 29.01.2009)

Non Executive Member 1/2

Mr. Sajjanraj Mehta Non Executive-Independent Member 2/2Mr. Vimal Bhandari Non Executive-Independent Member 2/2(Appointed w.e.f. 26.05.2008)

Remuneration paid or payable to Directors for the year 2008-2009(Rs. in Lacs)

Name of Director Sitting Fees Commission on profi ts#

Salary Contribution to PF

Perquisites Total

Mr. K. V. Mani - 106.09 180.00 14.40 1.13 301.62

Mr. Pankaj Sachdeva(w.e.f. 09.07.2008)

- 8.74 88.55 7.34 4.94 109.58

Mr. Ajay A. Munot(upto 31.03.2009)

- 120.65 120.00 9.00 - 249.65

Mr. Manish Mohnot - 42.22 66.00 5.76 0.06 114.05

Mr. Mofatraj P. Munot 1.40 - - - - 1.40

Mr. M. G. Punatar(upto 29.01.2009)

0.60 - - - - 0.60

Mr. Parag M. Munot 1.20 - - - - 1.20

Mr. Sajjanraj Mehta 1.40 - - - - 1.40

Mr. Vimal Bhandari 1.20 - - - - 1.20

Mr. Imtiaz I. Kanga(upto 29.01.2009)

0.60 - - - - 0.60

Mr. Shitin Desai 0.60 - - - - 0.60

Mr. Narayan Seshadri 1.00 - - - - 1.00

Mr. S. P. Talwar(w.e.f. 30.01.2009)

0.20 - - - - 0.20

Mr. Sanju Ahooja(w.e.f. 30.01.2009)

0.20 - - - - 0.20

# Mr. K. V. Mani was entitled to 2.5% of the profits of the Company as commission, while Mr. Ajay Munot and Mr. Manish Mohnot given performance incentive of 1% and 0.35% of the profits of the Company as commission over and above their salary and perquisites, respectively.Mr. Pankaj Sachdeva was entitled to a Performance Linked Pay (PLP) of Rs.12 Lakhs p.a. upto March 31, 2009 from the date of appointment during the year over and above salary and perquisites and w.e.f. April 1, 2009, he is entitled to a PLP of 1% of profits of the Company over and above his salary and perquisites.

Information of Directors as on March 31, 2009 is as under:

Name Age Designation Date of initial appointment

Nature of employment

Shares held

Mr. Mofatraj P. Munot 65 Chairman 27.06.1989 1,964,186Mr. K. V. Mani 66 Managing Director 24.01.2001 Contractual NilMr. Pankaj Sachdeva 48 Dy. Managing Director 09.07.2008 Contractual NilMr. Ajay A. Munot 37 Executive Director 08.05.1998 Contractual 1,400Mr. Manish Mohnot 37 Executive Director 01.11.2006 Contractual NilMr. Parag M. Munot 40 Director 30.09.1991 2,189,594Mr. Sajjanraj Mehta 58 Director 25.07.1998 2,000Mr. Vimal Bhandari 51 Director 28.06.2002 NilMr. Shitin Desai 62 Director 31.03.2005 NilMr. Narayan Seshadri 52 Director 29.01.2007 NilMr. S. P. Talwar 70 Director 30.01.2009 NilMr. Sanju Ahooja 47 Director 30.01.2009 Nil

The contractual agreements with executives can be terminated by either party giving 3 months prior notice. However, in case of

Mr. Pankaj Sachdeva, Dy. Managing Director, the termination is by either party giving 6 months prior notice.


30

There is no pecuniary relationship or transaction of the company with any Non-Executive Director.

The Company does not pay any severance fee and no stock option is available to the directors.

Non-Executive Directors are not paid any fee/ compensation except sitting fee for attending the Board and Committee Meetings

of the Company.

V. Shareholders’ Grievance Committee: Committee’s scope of work is to look into the shareholders’ complaints, if any, and to redress the same expeditiously like transfer

of shares, non-receipt of balance sheet, non-receipt of declared dividend etc. The committee also review the issuance of duplicate

share certificates, issue of certificates after split/consolidation/renewal and transmission of shares, done by the Share Transfer

Committee.

The Shareholders’ Grievance Committee comprises of Mr. Parag M. Munot, Mr. K. V. Mani, and Mr. Pankaj Sachdeva. The

Committee met two times during the year on October 14, 2008 and January 30, 2009 and the attendance of members at the

meetings were as follows :

Name of Member Capacity Status No. of Meetings attended / held

Mr. Mahendra G. Punatar

(upto 29.01.2009)

Non-Executive Chairman 1/2

Mr. Parag M. Munot

(Appointed as Chairman w.e.f. 30.01.2009)

Non-Executive Chairman 1/2

Mr. K. V. Mani Non-Executive Member 2/2

Mr. Pankaj Sachdeva

(w.e.f. 30.01.2009)

Non-Executive Member 1/2

Mr. Bajrang Ramdharani, Company Secretary is the Compliance Officer.

During the year company has received 11 complaints which were resolved on time and no complaint remains pending at the year

end. The status of complaints is periodically reported to the Committee and Board of Directors in their meetings.

The Board has delegated the powers of approving transfers and transmission of shares, issue of duplicate shares, issue of certificates

after split/consolidation/renewal and transmission of shares, to a Committee of senior executives. The Committee met 11 times

during the year. There were no transfers pending as on March 31, 2009.

VI. Disclosures: I. Management Discussion and Analysis: Annual Report has a detailed chapter on Management Discussions and Analysis.

II. Basis of Related Party Transaction During the financial year 2008-09 there were no material significant transactions entered into between the Company and

its promoters, directors or management or relatives etc. that may have potential conflict with the interests of the Company

at large. As regard subsidiaries, the transactions are already reflected in the Consolidated Accounts.

For Related Party Transaction refer to Note No. 23 to the Statement of Account contained in separate Financial Statements

in Annual Report of the Company.

Representation from Senior Management personnel has been received relating to financial and commercial transactions

where he/she or his/her relatives may have personal interest.

III. Accounting treatment The company has followed accounting treatment as prescribed in Accounting Standard applicable to the company.

IV. Risk Management The Board has constituted a Risk Management Committee to ascertain and minimize risk and to take appropriate decisions for

regular assessment and minimization of risks. The working of this committee is being periodically reviewed by the Board.

V. Details of non-compliance by the Company Company has complied with all the requirement of regulatory authorities. No penalty/strictures were imposed on the Company

by stock exchanges or SEBI or any statutory authority on any matter related to capital market during the last three years.


31

SHAREHOLDERS INFORMATION

Re-appointment/ Appointment of Directors:Mr. Shitin DesaiMr. Shitin Desai is having experience of 28 years in Financial Services Sector. Presently he is Executive Vice Chairman of DSP Merrill

Lynch Ltd.

List of Directorship (other than KPTL)* Chairmanship / Membership of the Committees of the Board of the

Company on which he is a Director (other than KPTL)#

DSP Merrill Lynch Ltd. Member – Audit Committee

DSP Merrill Lynch Trust Services Ltd. -

Piramal Glass Ltd. (previously Gujarat Glass Ltd.) Member – Audit Committee

* Excluding Private Limited Companies

# Represent Memberships / Chairmanships of Audit Committee and Shareholders’ Grievance Committee only

Mr. Narayan SeshadriMr. Narayan Seshadri is a Chartered Accountant having experience of 27 years in the filed of finance, account, tax and business consulting.

Presently, he is Chairman and CEO of Halcyon Resources and Management Pvt. Ltd.



PI Industries Ltd. Member – Audit Committee

Magma Fincorp Ltd. -

Development Credit Bank Ltd. Chairman – Audit Committee

WABCO – TVS (India) Ltd. Member – Audit Committee



Mr. Vimal BhandariMr. Vimal Bhandari is a Chartered Accountant having experience of more than 24 years in Financial Services Sector. Presently he is a

Country Manager – Aegon India Pvt. Ltd.



Mirc Electronic Ltd. Chairman – Audit Committee

DCM Shriram Consolidated Ltd. -

Eveready Industries India Ltd. -

AEGON Religare Life Insurance Company Ltd. Member – Audit Committee

Daimler Hero Commercial Vehicles Ltd. Member – Audit Committee

Bayer CropScience Ltd. Member – Audit Committee

* Excluding Private Limited Companies.

# Represent Memberships / Chairmanships of Audit Committee and Shareholders’ Grievance Committee only.


32

Mr. S. P. Talwar Mr. S. P. Talwar, Certified Associate of the Indian Institute of Bankers and Member of Indian Council of Arbitration. He is a Law

Graduate and Arts honors. Mr. S. P. Talwar is a Senior Advisor of Yes Bank Ltd.



Housing Development and Infrastructure Ltd. Chairman – Audit Committee

Reliance Life Insurance Co. Ltd. Member – Audit Committee

Reliance General Insurance Co. Ltd. Member – Audit Committee

Crompton Greaves Ltd. Chairman – Audit Committee

Videocon Industries Ltd. Chairman – Audit Committee

Reliance Communications Ltd. Member – Audit Committee

Member – Investor Grievances Committee

Reliance Communication Infrastructure Ltd. Member – Audit Committee

Reliance Infratel Ltd. Chairman – Audit Committee

Member – Investor Grievances Committee

Wall Stree Finance Ltd. -

A. B. Hotels Ltd. -

Asian Oilfi eld Services Ltd. -

Reliance Securities Ltd. -



Mr. M. G. Punatar Mr. M. G. Punatar, MS (Structural Engineering) from University of Michigan, USA with over 49 years of experience in transmission

line towers.



JMC Projects (India) Ltd. Member – Audit Committee



Mr. Pankaj SachdevaMr. Pankaj Sachdeva, B.E (Hons) degree in Electrical Engineering and having over 25 years of product marketing and project execution

experience in power systems sector.

List of Directorship (other than KPTL)* Chairmans-hip / Membership of the Committees of the Board of the


--NIL-- --NIL--



Mr. K. V. ManiMr. K. V. Mani, a bachelor of Engineering and MBA having experience of 44 years in Transmission Industry, mainly Construction,

Project Management and Overseas Marketing.



--NIL-- --NIL--




33

CEO/CFO CertificationMr. K.V. Mani, Managing Director as a CEO and Mr. Kamal Jain, President & CFO of the Company have certified to the Board in

relation to reviewing financial statements and other information as mentioned in para -V of Clause-49 of the Listing Agreement.

General Body MeetingThe details of last 3 Annual General Meetings (AGMs) of the Company are as under:

Financial Year Date Time Venue2007-2008 18.07.2008 4.00 p.m. Kalpa-Vriksha Learning Centre, A-1 & A-2, GIDC Electronic

Estate Sector-25, Gandhinagar

2006-2007 14.07.2007 3.00 p.m. Cambay SPA & Resort, Neesa Leisure Pvt. Ltd., X-22 & 23, Near

Harvard School, Sector – 25, Gandhinagar

2005-2006 05.07.2006 10.00 a.m. Cambay SPA & Resort, Neesa Leisure Pvt. Ltd., X-22 & 23, Near

Harvard School, Sector – 25, Gandhinagar

Special Resolution in Last 3 AGMsIn AGM dated July 18, 2008 there was no Special Resolution passed in the meeting.

In AGM dated July 14, 2007 there was no Special Resolution passed in the meeting.

In AGM dated July 5, 2006 a Special Resolution was passed for issuance of securities as per Section 81(1A) of the Companies Act,

1956.

Postal BallotDuring the year under review, no resolution was passed through postal ballot.

Means of Communication The Company has published its Quarterly Results in Economic Times – English, Business Line – English, Business Standard – English,

Jansatta – Gujarati daily and Gandhinagar Samachar – Gujarati daily.

The Results of the Company were displayed on web site www.kalpatarupower.com and put on SEBI’s special web site www.sebiedifar.

nic.in. The same were also submitted to the Stock Exchanges after the conclusion of the Board Meeting.

COMPLIANCEThe Company is regularly submitting its quarterly compliance report to the Stock Exchanges for compliance of requirements of corporate

governance under para VI(ii)of Clause-49 of the Listing Agreement.

The Company has complied with the applicable mandatory requirements of Clause 49 of the Listing Agreement.

ADDITIONAL SHAREHOLDERS INFORMATION

Annual General Meeting, Book Closure & Dividend PaymentThe information of forthcoming Annual General Meeting, Book Closure and Dividend payment details have been provided in the

Notice of Annual General Meeting enclosed alongwith this Annual Report and being mailed to all the shareholders separately.

Financial CalendarFinancial Year: 1st April to 31st March

Financial Results :

First Quarter Results : July End

Half Year Results : October End

Third Quarter Results : January End

Annual Results : June End


34

ListingAt present, the equity shares of the Company are listed on the Bombay Stock Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE).

Name of Stock Exchange Stock CodeBombay Stock Exchange Ltd. 522287National Stock Exchange of India Ltd. KALPATPOWRISIN No. (Dematerialized Shares) INE220B01014

The Company has already paid the listing fees for the year 2008-09 to all the Stock Exchanges.

Stock Market DataMonthly High and Low price of the Company’s shares for 2008-2009 on BSE and NSE

Month BOMBAY STOCK EXCHANGE NATIONAL STOCK EXCHANGEHigh (Rs.) Low (Rs.) Index for the Month High (Rs.) Low (Rs.) Index for the Month

High Low High LowApr-08 1,222.00 1,035.00 17,480.74 15,297.96 1,163.00 1,035.00 5,230.75 4,628.75May-08 1,150.00 958.25 17,735.70 16,196.02 1,170.00 960.00 5,298.85 4,801.90Jun-08 1,010.00 765.00 16,632.72 13,405.54 994.90 770.00 4,908.80 4,021.70Jul-08 800.00 710.05 15,130.09 12,514.02 796.80 710.05 4,539.45 3,790.20Aug-08 875.00 700.35 15,579.78 14,002.43 950.00 748.10 4,649.85 4,201.85Sep-08 844.20 700.00 15,107.01 12,153.55 919.00 695.00 4,558.00 3,715.05Oct-08 759.95 432.00 13,203.86 7,697.39 756.80 432.20 4,000.50 2,252.75Nov-08 464.95 295.00 10,945.41 8,316.39 459.95 291.25 3,240.55 2,502.90Dec-08 317.95 225.00 10,188.54 8,467.43 318.00 226.05 3,110.45 2,570.70Jan-09 336.00 245.15 10,469.72 8,631.60 336.70 243.10 3,147.20 2,661.65Feb-09 291.00 228.40 9,724.87 8,619.22 293.00 227.70 2,969.75 2,677.55Mar-09 344.35 222.00 10,127.09 8,047.17 346.95 220.15 3,123.35 2,539.45

*Face value of Shares : Rs. 10 each

Comparison of KPTL Price with Broad Based Indices

Comparision of Price with SENSEX

1200.00 20000.00

KPTL Share Price BSE Sensex

KP

TL

Sh

are

Pri

ce

SE

NS

EX

1000.00

800.00

600.00

400.00

200.00

0.00

15000.00

10000.00

5000.00

0.00

Apr-08

May-08

Jun-08

Jul-08

Aug-08

Sep-08

Oct-08

Nov-08

Dec-08

Jan-09

Feb-09

Mar-09

6000.00

5000.00

3000.00

2000.00

4000.00

00.00

1200.00

1000.00

600.00

400.00

200.00

800.00

00.00

Comparision of Price with NSE Nifty

KP

TL

Sh

are

Pri

ce

NS

E N

IFT

Y

Apr-08

May-08

Jun-08

Jul-08

Aug-08

Sep-08

Oct-08

Nov-08

Dec-08

Jan-09

Feb-09

Mar-09

1000.00

KPTL Share Price NSE NIFTY


35

Registrar & Transfer Agent (RTA)For Physical Mode & Depository Mode:Link Intime India Pvt. Ltd.(Formerly Intime Spectrum Registry Ltd.)

211, Sudarshan Complex,

Nr. Mithakhali Under Bridge,

Navrangpura,

AHMEDABAD – 380 009Tel. & Fax: +91-79-26465179

Share Transfer SystemShareholders/Investors are requested to send share transfer related documents

directly to our RTA. A Committee of executives of the Company is authorised to

approve transfer of shares. If the transfer documents are in order, the transfer of

share(s) is registered within 15 days of receipt of transfer documents by our RTA.

Th e Company has obtained the half yearly certifi cates from a Company Secretary in

Practice for due compliance of share transfer formalities as per the requirement of

Clause 47 (c) of the Listing Agreement of the Stock Exchanges. Th ese certifi cates

have been submitted to the Stock Exchanges. Th e Company has also carried out

Quarterly Secretarial Audit for the reconciliation of Share Capital as required under

SEBI circular No. 16 dated December 31, 2002.

Distribution of Shareholding: (As on March 31, 2009)No. of Shares of Shareholders Share AmountRs. 10 each Number % of Total In Rs. % of TotalUpto – 500 15,460 97.30 87,00,190 3.28

501 – 1000 208 1.31 15,67,390 0.59

1001 – 2000 86 0.54 12,70,890 0.48

2001 – 3000 28 0.18 7,08,320 0.27

3001 – 4000 13 0.08 4,49,780 0.17

4001 – 5000 4 0.03 1,98,100 0.08

5001 – 10000 16 0.10 11,19,770 0.42

10001 – And Above 74 0.47 25,09,85,560 94.71

Total 15,889 100.00 26,50,00,000 100.00Shareholding Pattern as on March 31, 2009SN Category No. of Shares held % of Shares heldA Promoter & Promoter Group Share Holding :

Indian 1,68,76,266 63.68

Foreign - -

B Public Share Holding :

1.Institutional :

Mutual Funds & UTI 30,91,163 11.66

Banks, Financial Inst. 59,569 0.22

Venture Capital Fund 15,14,000 5.71

Insurance Companies 6,95,718 2.63

FIIs 15,65,840 5.91

2. Non-Institutional :

Private Corporate Bodies 10,66,979 4.03

NRIs / OCBs 2,18,453 0.82

Indian Public 13,84,227 5.22

Clearing Members 27,785 0.10

Total 2,65,00,000 100.00

Dematerialization of Shares and Liquidity98.79% Shares are in demate form as on March 31, 2009

Outstanding GDRs/ADRs/Warrants/OptionsThe Company has no GDRs/ADRs/Warrants/Options outstanding options as on March 31, 2009


36

Plant LocationMain Plant & Registered Offi ce R & D Centre(Address for Correspondence) At Punadara Village, Near Talod Dam, Plot No.101, Part III, G.I.D.C. Estate, Taluka – Prantij, Dist. Sabarkatha (Gujarat)

Sector – 28, GANDHINAGAR – 382 028 Tel : 02770- 255414Tel : 079 – 23214000, Fax : 079- 23211966 & 68

EOU Plant Biomass Energy Division (Power Plant)Plot No. A-4/1, A-4/2, A-5, 1) 27BB, Tehsil PadampurG.I.D.C. Electronic Estate, Sector – 25, Dist. Sri Ganganagar, (Rajasthan)

Gandhinagar – 382 025 Tel. : 0154 - 2473725

Tel.: 079-23214400, Fax : 079-23287215 Fax : 0154 -2473724

Corporate Offi ce“Kalpataru Synergy” 2) Near Village Khatoli,8th Floor, Opp. Grand Hyatt Hotel, Tehsil Uniara, Dist. TonkVakola, Santa Cruz (East), Mumbai – 400 055 Rajasthan - 304 024

Tel.: 022 – 30645000, Fax: 022 – 30643131 Tel.: 01436 – 260665, Fax.: 01436 – 260666

CERTIFICATE BY CHIEF EXECUTIVE OFFICERAll Board members and senior management personnel have, for the year ended March 31, 2009, affirmed compliance with the Code of

Conduct laid down by the Board of Directors in terms of the Listing Agreement entered with the Stock Exchanges.

For Kalpataru Power Transmission Limited

K. V. ManiPlace: Mumbai Chief Executive Officer

Date: May 30, 2009 Managing Director

AUDITORS’ REPORT ON CORPORATE GOVERNANCETo

The Members of

Kalpataru Power Transmission Ltd.

We have examined the compliance of the conditions of Corporate Governance by Kalpataru Power Transmission Limited (‘the Company’)

for the year ended March 31, 2009 as stipulated in Clause 49 of the Listing Agreement of the Company with Stock Exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a review

of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate

Governance. It is neither an audit nor an expression of the opinion on the financial statements of the Company.

In our opinion and to the best of our information and explanations given to us, we certify that the Company has complied with the

conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness

with which the management has conducted the affairs of the Company.

For Kishan M. Mehta & Co., For Deloitte Haskins & Sells,Chartered Accountants Chartered Accountants

(Kishan M. Mehta) (Gaurav J. Shah)Partner Partner

Membership No. 13707 Membership No. 35701

Place: Ahmedabad Place: Ahmedabad

Date: June 1, 2009 Date: June 1, 2009


37

To,

Th e Members of

Kalpataru Power Transmission Limited,1. We have audited the attached Balance Sheet of Kalpataru Power Transmission Limited as at March 31, 2009 and also the Profi t

& Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. Th ese fi nancial statements are the

responsibility of the Company's management. Our responsibility is to express an opinion on these fi nancial statements based on

our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Th ose Standards require that we plan

and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fi nancial statements. An

audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well as evaluating

the overall fi nancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) Order 2004

(together ‘the Order’), issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 (‘the

Act’) and on the basis of such checks as we considered appropriate, and according to the information and explanations given to

us, we enclose in the Annexure a statement on the matters specifi ed in paragraphs 4 & 5 of the said Order.

4. Further to our comments, in the Annexure referred to in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for

the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our

examination of such books;

(c) Th e Balance Sheet and Profi t & Loss Account and Cash Flow Statement dealt with by this report are in agreement with

the books of account;

(d) In our opinion, the Balance Sheet, the Profi t and Loss Account and the Cash Flow Statement dealt with by this report

comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors as on March 31, 2009 and taken on record by the Board

of Directors, we report that none of the directors is disqualifi ed as on March 31, 2009 from being appointed as a director

in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with

the notes thereon, and subject to third party confi rmations, give the information required by the Companies Act, 1956 in the

manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of aff airs of the Company as at March 31, 2009;

(b) In the case of the Profi t & Loss Account, of the profi t of the Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash fl ows for the year ended on that date.






AUDITORS’ REPORT


38

Reg: KALPATARU POWER TRANSMISSION LIMITED(Referred to in paragraph 3 of our report of even date)

(i) (a) Th e Company has maintained proper records showing full particulars including quantitative details and situation of fi xed

assets;

(b) As explained to us, the assets have been physically verifi ed by the management in accordance with a phased program of

verifi cation of its fi xed assets adopted by the Company which, in our opinion, is reasonable, considering the size and the

nature of its business. Th e frequency of verifi cation is reasonable and no material discrepancies have been noticed on such

physical verifi cation.

(c) During the year, the Company has not disposed off substantial part of fi xed assets.

(ii) (a) Th e inventory has been physically verifi ed by the management during the year at reasonable intervals. In our opinion, the

frequency of verifi cation is reasonable.

(b) In our opinion and according to the information and explanations given to us, procedures of physical verifi cation of inventory

followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its

business.

(c) Th e Company is maintaining proper records of inventory. In our opinion, discrepancies noticed on physical verifi cation of

stocks have been properly dealt with in the books of accounts.

(iii) (a) Th e Company granted unsecured loans to three parties covered in the register maintained under section 301 of the

Companies Act, 1956. Th e amount involved during the year was Rs. 7,849.61 Lacs and year end balance of loans granted

to such parties was Rs. 7,353.17 Lacs.

(b) In our opinion, the rate of interest and other terms and conditions of the loans given by the Company are not prima facie

prejudicial to the interest of the Company.

(c) Th e said parties have been regular in the payment of principal and interest as per stipulation, if any.

(d) Th ere is no overdue amount in respect of loans granted to companies, fi rms or other parties listed in the register maintained

under section 301 of the Companies Act, 1956.

(e) Th e Company has not taken any loans, secured or unsecured, from companies, fi rms or other parties listed in the register

maintained under Section 301 of the Companies Act, 1956. Th erefore, the provisions of sub-clause (e), (f ) and (g) of clause

4 (iii) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures

commensurate with the size of the Company and the nature of its business for the purchases of inventory and fi xed assets and for

sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls in respect

of these areas.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management,

we are of the opinion that the particulars of contracts or arrangement that need to be entered into the Register maintained

under Section 301 of the Companies Act, 1956 have been so entered.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements

entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at the prices which are

reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us the Company has not accepted any deposits during the year

from public within the meaning of the provisions of Section 58A and 58AA or any relevant provisions of the Companies

Act,1956 and rules made thereafter.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company

in respect of generation of electricity from agriculture residue pursuant to the rules made by the Central Government for the

maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the

prescribed accounts and records have been made and maintained.

ANNEXURE TO AUDITORS’ REPORT


39

(ix) (a) According to the information and explanations given to us and the records examined by us, the Company is generally

regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education

and protection fund, employees' state insurance, income-tax, sales tax, wealth tax, service tax, custom duty, excise duty,

cess and other material statutory dues applicable to it and no undisputed amounts payable in respect of such dues were

outstanding as at March 31, 2009 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service

tax, customs duty, excise duty and cess which have not been deposited on account of any dispute except the followings:

Sr. No

Name of the statute Nature of dues Year Amount (Rs. In Lacs )

Forum where dispute is pending

1 Finance Act,1994 Penalty for delayed

payment of Service Tax

2005-06 120.29 Before Customs, Excise and Service

Tax Appellate Tribunal

2 Rajasthan Tax on Entry of

Goods in Local Area Act,

1999

Entry Tax 2005-06 10.49 Pending before High Court

3 Stamp Act Additional Stamp duty

on land

2005-06 7.56 Appeal before Deputy Collector of

Stamps Duty

(x) Th ere are no accumulated losses of the Company as at March 31, 2009. Th e Company has not incurred cash losses during the

fi nancial year covered by our audit and in the immediately preceding fi nancial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of

dues to a fi nancial institution or bank or debentures holders.

(xii) Th e Company has not granted any loans or advances on the basis of security, by way of pledge of shares, debentures and

other securities.

(xiii) As per the information and explanations given to us, the Company is not a chit fund or nidhi mutual benefi t fund/Society,

therefore, the provisions of para 4 (xiii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

(xiv) As per the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures

and other investments. Accordingly, the provisions of para 4(xiv) of the Companies (Auditor’s Report) Order, 2003 are not

applicable to the Company.

(xv) Th e Company has given guarantees and letter of comfort in respect of loans taken by the Subsidiary Companies from banks

and fi nancial institution. According to the information and explanations given to us, the terms and conditions on which the

Company has given guarantees and letters of comfort are not prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, in our opinion the term loans raised during the year have been

applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination the balance sheet and cash fl ow

statement of the Company, we report that no funds raised on short-term basis have been used for long term investment.

(xviii) Th e Company has not made any preferential allotment of shares during the year.

(xix) According to the information and explanations given to us, during the year, the Company had issued 8,000 debentures of

Rs. 1,00,000/- each totaling to Rs. 8,000 Lacs and the Company is in the process of creating security in respect of debentures

issued.

(xx) Th e Company has not raised any money by way of public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the fi nancial statement

and as per the information and explanation given by the management, we report that no fraud on or by the Company has

been noticed or reported during the course of our audit.







40

SCHEDULE AS AT AS AT31/03/2009 31/03/2008Rs. in Lacs Rs. in Lacs

SOURCES OF FUNDS : Shareholder's Funds:

Share Capital ‘A’ 2,650.00 2,650.00

Reserves & Surplus ‘B’ 81,045.03 74,127.03

83,695.03 76,777.03

Loan Funds :

Secured Loans ‘C’ 48,543.97 29,585.07

Unsecured Loans ‘D’ 16,926.66 3,000.00

65,470.62 32,585.07

Deferred Tax 1,279.84 971.63

TOTAL 1,50,445.49 1,10,333.73

APPLICATION OF FUNDS : Fixed Assets : ‘E’

Gross Block 35,909.22 29,597.34

Less: Depreciation 10,069.32 7,328.83

Net Block 25,839.90 22,268.50

Capital Work in Progress 999.50 193.40

26,839.40 22,461.90

Investments ‘F’ 12,682.52 14,751.48

Current Assets, Loans & Advances :

Inventories ‘G’ 23,688.60 15,370.22

Accrued value of work done 35,532.01 28,567.92

Sundry Debtors ‘H’ 97,715.65 65,068.31

Cash & Bank Balances ‘I’ 4,451.89 8,917.16

Loans & Advances ‘J’ 31,182.77 15,117.61

1,92,570.91 1,33,041.21

Less : Current Liabilities & Provisions: ‘K’Current Liabilities 72,142.92 51,309.59

Provisions 9,504.42 8,611.28

81,647.35 59,920.87

Net Current Assets 1,10,923.57 73,120.34

Miscellaneous Expenditure ‘L’ - -

TOTAL 1,50,445.49 1,10,333.73

Notes to the Accounts ‘T’ The Schedules referred to above and the Notes attached form an integral part of Statement of Accounts.

As per our report attached For and on behalf of the Board

For Kishan M. Mehta & Co., For Deloitte Haskins & Sells, K. V. Mani Pankaj Sachdeva Chartered Accountants Chartered Accountants Managing Director Dy. Managing Director

(Kishan M. Mehta) (Gaurav J. Shah) Manish Mohnot Kamal Jain Partner Partner Executive Director President & CFO

(M. No. 13707) (M. No. 35701)

Bajrang RamdharaniCompany Secretary

AHMEDABAD: June 1, 2009 MUMBAI: May 30, 2009

BALANCE SHEET AS AT MARCH 31, 2009


41

FOR THE YEAR FOR THE YEARSCHEDULE ENDED ENDED

31/03/2009 31/03/2008Rs. in Lacs Rs. in Lacs

INCOME : Sales & Services-Gross ‘M’ 1,91,362.20 1,76,820.35 Less : Excise Duty 3,112.35 3,061.96 Sales & Services-Net 1,88,249.85 1,73,758.39 Other Income ‘N’ 3,075.63 2,148.78 Increase/(Decrease) in Stocks: ‘O’ a) Transmission & Distribution Division 5,177.63 (1,107.19)b) Real Estate Division - (6.95)

TOTAL 1,96,503.10 1,74,793.03 EXPENDITURE : Material Cost 1,06,946.78 85,751.71 Employees' Emoluments ‘P’ 10,861.79 9,058.49 Manufacturing & Operating Expenses ‘Q’ 42,248.27 38,302.52 Administrative, Selling & Other Expenses ‘R’ 11,097.16 14,134.49 Financial Expenses ‘S’ 10,558.82 5,210.19 Depreciation 2,736.46 Less: Transferred to Revaluation Reserve 4.65

2,731.81 2,180.41 TOTAL 1,84,444.63 1,54,637.80

PROFIT BEFORE TAX 12,058.47 20,155.23 Provision for Taxation Current Tax 2,190.00 4,796.00 Fringe Benefit Tax 119.17 102.45 Deferred Tax 308.21 261.56 NET PROFIT FOR THE YEAR AFTER TAX 9,441.09 14,995.23 Balance brought forward 31,991.69 21,328.98 Less : Prior Year's adjustments (4.03) (7.23)Less : Prior Year's Taxes (10.94) -

AMOUNT AVAILABLE FOR APPROPRIATION 41,417.82 36,316.97

APPROPRIATIONS : Proposed Dividend 1,987.50 1,987.50 Add: Corporate Tax on Dividend 337.78 2,325.28 337.78 Transfer to Debentures Redemption Reserve 300.00 -Transfer to General Reserve 1,200.00 2,000.00 Balance carried over to Balance Sheet 37,592.54 31,991.69

TOTAL 41,417.82 36,316.57 No. of equity shares at the end of the year 2,65,00,000 2,65,00,000 Weighted No. of equity shares at the end of period 2,65,00,000 2,65,00,000Profit for calculation of EPS (Rs. in Lacs) 9,441.09 14,995.23 Nominal value of Equity Shares (Rs.) 10.00 10.00 Basic/Diluted earning per share (Rs.) 35.63 56.59 Notes to the Accounts ‘T’

PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED ON MARCH 31, 2009

The Schedules referred to above and the Notes attached form an integral part of Statement of Accounts.


For Kishan M. Mehta & Co., For Deloitte Haskins & Sells, K. V. Mani Pankaj SachdevaChartered Accountants Chartered Accountants Managing Director Dy. Managing Director

(Kishan M. Mehta) (Gaurav J. Shah) Manish Mohnot Kamal JainPartner Partner Executive Director President & CFO

(M. No. 13707) (M. No. 35701)




42

31/03/2009 31/03/2008

Rs. in Lacs Rs. in Lacs

SCHEDULE ‘A’ SHARE CAPITAL :

AUTHORISED :

3,00,00,000 (3,00,00,000) Equity Shares

of Rs. 10/- each 3,000.00 3,000.00

TOTAL 3,000.00 3,000.00

ISSUED, SUBSCRIBED & PAID-UP:

2,65,00,000 (2,65,00,000) Equity Shares

of Rs. 10/- each fully paid up 2,650.00 2,650.00

Out of above

a) 1,41,86,500 (1,41,86,500) shares allotted as fully paid up

Bonus shares by Capitalisation out of general reserve,

capital redemption reserve and share premium account and

b) 30,60,000 (30,60,000) shares allotted for consideration

other than cash.

TOTAL 2,650.00 2,650.00

SCHEDULE ‘B’ RESERVES AND SURPLUS:

REVALUATION RESERVE :

As per last Balance Sheet 55.18 59.83

Less:Transferred from Depreciation Account 4.65 4.65

50.52 55.18

SHARE PREMIUM :

As per last Balance Sheet 34,447.13 34,447.13

FOREIGN CURRENCY TRANSLATION RESERVE :

As per last Balance Sheet - 9.72

Less : Transferred to Profit & Loss A/c - (3.35)

Less : During the year (178.19) (17.04)

(178.19) (10.67)

Add:- Deficit Transferred to General Reserve 178.19 10.67

- -

DEBENTURES REDEMPTION RESERVE :

Transferred from Profit & Loss Account 300.00 -

GENERAL RESERVE :


Less : Gratuity transitional Liabitity - 104.01

Less : Transferred from Foreign Currency Translation Reserve 178.19 10.67

Add : Transferred from Profit & Loss Account 1,200.00 2,000.00

8,654.83 7,633.03

PROFIT & LOSS :

As per profit & loss account 37,592.54 31,991.69

TOTAL 81,045.03 74,127.03

SCHEDULES TO AND FORMING PART OF ACCOUNTS


43

31/03/2009 31/03/2008


SCHEDULE ‘C’ SECURED LOANSA. TERM LOANS :

I) From a Financial Institution

(a) 12.5% Non-convertible debentures redeemable in three equal annual instalments at the end of 5th,6th and 7th year from the date of allotment i.e.from December 26, 2008.Secured by First pari passu charge on fixed assets of transmission & infrastructure division including land & building of the Company, (exclusive of assets charged to FI and Bank for which NOC is given for the assets of Transmission & Distribustion and Infrastructure divison). 8,000.00 -

II) From Banks

(a) Secured by charge over freehold land and immovable properties, specific movable plant & machineries financed of Bio-mass Power Plant situated at Padampur, Dist. Sri Ganganagar, Rajasthan 585.26 886.75

(b) Secured by charge over immovable and movable plant & machineries of Bio-mass Power Plant situated at Uniara, Dist.Tonk, Rajasthan and second charge on current assets of the same 2,251.50 2,097.47

(c) Secured against all plant and machinery of Export Oriented Undertaking and by equitable mortgage of land and building situated at sector-25,Gandhinagar - 150.00

(d) Secured by way of hypothecation of all movable fixed assets of tranmission line tower plant at sector-28, Gandhinagar on paripasu basis alongwith consortium of bankers for working capital facilities stated hereunder 1,666.33 2,500.00

(e) Secured by hypothecation of Specific movable fixed assets relating to Infrastructure Division 776.47 1,200.00

(f ) Secured Against Vehicles 134.39 204.41

5,413.96 7,038.63

B. WORKING CAPITAL FACILITIES FROM BANKS:I. Secured in favour of consortium of bankers by hypothecation

of stocks, stores and spares, book debts and bills receivables and all other movable assets and further secured by all movable fixed assets except charged to others as stated herein above of the factory premises and godown situated at Gandhinagar or wherever else pertaining to transmission & distribution and infrastructure division and by simple mortgage over land and building situated at Sector-28, Gandhinagar 32,723.23 17,731.09

II. Bill discounting facility secured by first pari-passu charge on current assets and all movable assets at Project sites premises and godowns of the sites for execution of work under GFSS-II of Maharashtra State Electricity Distribution Co. Ltd. 2,406.78 4,815.35

TOTAL 48,543.97 29,585.07

SCHEDULE ‘D’ UNSECURED LOANS: Short Term Loan from :

a) Banks 11,926.66 3,000.00

b) Others 5,000.00 -

TOTAL 16,926.66 3,000.00



44

31/03/2009 31/03/2008


SCHEDULE ‘F’ INVESTMENTS:(As verified, valued and certified by the management)

(A) IN SHARES :Quoted-Non Trade - Long Term (each share of Rs. 10/- fully paid unless otherwise stated)

97 (97) Equity Shares of KEC International Ltd. 0.27 0.27

6 (6) Equity Shares of Octav Investement Ltd. - -

(Formerly MP Power Line Ltd.)

75 (75) Equity Shares of Summit Securities Ltd. 0.01 0.01

750 (750) Equity Shares of Jyoti Structures Ltd. 0.11 0.11

(each share of Rs. 2/- fully paid)

50 (50) Equity Shares of SPIC Ltd. 0.06 0.06

50 (50) Equity Shares of Larsen & Toubro Ltd. 0.07 0.07

(each share of Rs. 2/- fully paid)

20 (20) Equity Shares of Ultratech Cement Ltd. 0.07 0.07

100 (100) Equity Shares of Transpower Engineering Ltd. 0.04 0.04

19,900 (19,900) Equity Shares of Bank of India 8.96 8.96

5,200 (5,200) Equity Shares of Union Bank of India 0.83 0.83

13,960 (13,960 ) Equity Shares of Indian Bank 12.70 12.70

48,366 (48,366) Equity Shares of Power Grid Corporation of India Ltd. 25.15 25.15

Total (A) 48.27 48.27

(B) IN MUTUAL FUND: Unquoted - Current Investment - Non Trade

Units of Mutual Funds

Nil (10000000) Birla Servies 2 Quarterly Dividend - 1,000.00

Nil (5047240) Birla Sunlife Interval Income - Instl.Monthly Series-2 Div. - 504.73

Nil (4750413) Birla Dynamic Bond Fund - Retail -Quart. Div.- Reinvestment - 500.00

Nil (10019193) Birla Sunlife Interval Income-Instl.Monthly Series-1 Div. - 1,001.92

Nil (4998151) Kotak Quarterly Interval Plan Series 2 - Dividend - 500.00

Total (B) - 3,506.65

SCHEDULE `E' FIXED ASSETS : (Rs. in Lacs) PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK

#DURING THE

AS ON #ADDITIONS/ AS ON AS ON YEAR/ DEDUCTIONS/ AS ON AS ON AS ON

01/04/2008 ADJUSTMENTS DEDUCTIONS 31/03/2009 01/04/2008 ADJUSTMENTS ADJUSTMENTS 31/03/2009 31/03/2009 31/03/2008

Leasehold Land 1,023.05 - - 1,023.05 - - - - 1,023.05 1,023.05

Freehold Land 283.31 - - 283.31 - - - - 283.31 283.31

Buildings 3,822.09 340.57 - 4,162.66 388.72 129.48 - 518.20 3,644.46 3,433.37

Plant & Machineries 21,041.96 5,248.31 116.63 26,173.64 6,032.50 2,204.02 61.98 8,174.54 17,999.10 15,009.46

Electric Installation 300.92 68.60 0.05 369.47 81.57 22.07 0.01 103.63 265.85 219.35

Furniture, Fixtures & Offi ce Equipments

1,954.40 510.04 23.33 2,441.11 483.60 209.96 8.39 685.17 1,756.34 1,470.81

Vehicles 1,171.61 343.12 58.75 1,455.98 342.45 264.16 18.82 587.79 867.80 829.16

As at March 31, 2009 29,597.34 6,510.64 198.75 35,909.22 7,328.83 2,829.68 89.19 10,069.32 25,839.90 22,268.50

As at March 31, 2008 25,674.92 4,046.51 124.09 29,597.34 5,170.56 2,185.06 26.79 7,328.83 22,268.50 20,504.36

#During the year additions includes Rs.296.64 Lacs on account of Translation Reserve of Fixed assets as Non-integral foreign operation of the Company and corresponding depreciation Rs.93.15 Lacs in depreciation during the year.



45

31/03/2009Rs. in Lacs

31/03/2008

Rs. in Lacs

SCHEDULE ‘F’ INVESTMENTS : (Continue)(C) INVESTMENTS IN SUBSIDIARIES :

Trade - Long Term (each share of Rs. 10/- fully paid unless otherwise

stated) (Refer Note No.33 )

96,17,965 (94,67,771) Equity Shares of JMC Projects (India) Ltd. 7,309.70 7,224.65

(Quoted)

11,00,000 (11,00,000) 6% non commulative redeemable Preference Shares 2,222.00 2,222.00

of Rs. 202/- each of JMC Projects (India) Ltd. (Unquoted) (Refer Note No. 35)

1,60,00,000 (1,20,00,000 ) Equity Shares of Shree Shubham Logistics Ltd. 1,600.00 1,200.00

(Unquoted)

1,25,00,000 (45,00,000) 4% commulative redeemable Preference Shares 1,250.00 450.00

of Shree Shubham Logistics Ltd. (unquoted)

10,00,000 (10,00,000 ) Equity Shares of Energylink (India) Ltd. 100.00 100.00

(Unquoted)

9,90,000 (Nil) Equity Shares of Amber Real Estate Ltd. 99.00 -

(Unquoted)

11,275 (Nil) Shares of Kalpataru Power Transmission (Mauritius) Ltd. 5.58 -

(Unquoted) (each share of US $ 1 fully paid)

3,74,500 (Nil) Ordinary Shares of Kalpataru SA (Pty) Ltd.,South Africa 49.35 -

Unquoted) (each share of Rand 1 fully paid)

Total C 12,635.63 11,196.65

Total A+B+C 12,683.90 14,751.56

Less : Provision against Diminution in Value of Investments 1.38 0.08

TOTAL 12,682.52 14,751.48

Notes :-

1. Market value of quoted investments 5,847.68 27,630.45

2. Book value of quoted investments 7,357.97 7,272.92

3. Book value of unquoted investments 5,325.93 7,478.65

SCHEDULE ‘G’ INVENTORIES : (As verifi ed, valued and certifi ed by management)

a) Transmission & Distribution Division :

Raw Materials & Components (including goods in 10,847.46 8,237.26

transit Rs.1,057.80 Lacs (Rs. 393.28 Lacs )

Finished Goods 5,531.90 2,810.53

Semi-fi nished Goods 1,844.13 941.73

Construction & others Stores, Spares & Tools 1,901.27 2,085.30

Construction Work-in-Progress 1,773.77 -

Scraps 129.71 60.28

22,028.23 14,135.10

b) Real Estate Division :

Finished Stock 66.68 66.68

66.68 66.68

c) Bio-Mass Energy Division :

Fuel-Agricultural Residues 818.79 410.82

Stores, Spares & Tools 192.23 180.79

1,011.02 591.61

d) Infrastructure Division :

Construction Material, Stores, Spares & Tools 582.67 576.83

(Including goods in transit Rs.76.46 Lacs ) - ( NIL)

TOTAL 23,688.60 15,370.22



46

31/03/2009Rs. in Lacs

31/03/2008

Rs. in Lacs

SCHEDULE ‘H’ SUNDRY DEBTORS : (Unsecured & considered good unless otherwise stated)

Debts outstanding for a period exceeding six

months (excluding retention money) 34,309.73 3,011.44

34,309.73 3,011.44

Other debts

(including retention money wholly Rs.26,382.19 Lacs 63,405.93 62,056.86

Previous Year Rs.21,560.60 Lacs )

TOTAL 97,715.65 65,068.31

SCHEDULE ‘I’ CASH AND BANK BALANCES: Cash in hand 134.76 134.54

Balances with Scheduled Banks

On Current Accounts 450.35 1,236.55

On Deposit Accounts (Margin Money having lien by bankers) 20.38 -

On Deposit Accounts 4.19 5,529.44

Balances with Non-Scheduled Banks (includes under lien of bank 3,842.21 2,016.63

Rs. 389.25 Lacs) - (NIL)

TOTAL 4,451.89 8,917.16

SCHEDULE ‘J’ LOANS AND ADVANCES: (Unsecured and considered good unless otherwise stated)

Advances recoverable in cash or in kind or for value to be received 14,128.34 11,077.53

Loans to Subsidiaries 7,728.60 2,646.50

Accrued Income 178.76 32.97

Prepaid Expenses 1,077.69 667.60

Security Deposits 4,069.37 693.01

Advances against property 4,000.00 -

TOTAL 31,182.77 15,117.61

SCHEDULE ‘K’ CURRENT LIABILITIES & PROVISIONS: CURRENT LIABILITIES : Sundry Creditors 31,624.48 23,450.35

Advances from customers 21,869.21 14,923.75

Other Liabilities 11,419.81 10,034.09

Payables under Letter of Credit 7,175.65 2,836.64

Interest accrued but not due 36.67 50.85

Unclaimed Dividend 17.10 13.91

(No amount is due for payment to Investor Education & Protection Fund)

72,142.92 51,309.59

PROVISIONS FOR : Proposed Dividend 1,987.50 1,987.50

Corporate Tax on Proposed Dividend 337.78 337.78

Current Income Tax (Net of advance tax) 5.09 2.73

Leave Encashment 349.91 267.39

Gratuity 184.65 104.72

Performance Warranties 6,639.50 5,457.40

Outstanding Contracts for options - 453.77

9,504.42 8,611.28

TOTAL 81,647.35 59,920.87



47

31/03/2009Rs. in Lacs

31/03/2008

Rs. in Lacs

SCHEDULE ‘L’ MISCELLANEOUS EXPENDITURE: (to the extent not written off or adjusted)

Preliminary Expenses

Carrying amount at the begining - 5.01

Less : Amortised during the year - - 5.01

TOTAL - -

SCHEDULE ‘M’ SALES & SERVICES: Sales, Erection & Works Contract Receipts:

Transmission & Distribution Division 1,69,218.05 1,54,513.40

Real Estate Division 6.00 56.33

Bio-Mass Energy Division 4,763.27 3,665.03

Infrastructure Division 17,197.69 18,274.28

1,91,185.01 1,76,509.04

Excise Duty/Jcci Refund & Rebate 177.19 311.31

TOTAL 1,91,362.20 1,76,820.35

SCHEDULE ‘N’ OTHER INCOME: Profi t on Sale of fi xed assets 2.65 0.42

Miscellaneous Income 76.22 37.09

Certifi ed Emission Reduction Receipts 578.28 90.23

Dividend from Current Investment 73.09 608.30

Dividend from Long Term Investment 332.19 136.67

Liabilities Written Back 72.16 217.01

Insurance Claims 93.62 234.72

Rent Income 15.56 1.50

Provision for Diminution in value of Investments reversed - 0.16

Interest Income (Gross) 1,831.86 822.67

(TDS.Rs.131.34 Lacs ; Prev.Yr. Rs.214.56 Lacs )

TOTAL 3,075.63 2,148.78



48

31/03/2009 31/03/2008


SCHEDULE ‘O’ INCREASE / DECREASE IN STOCKS :a) Transmission & Distribution Division:

STOCK AT CLOSE :



Scrap 77.23 60.28

Work in Progress 1,536.92 -

8,990.17 3,812.54

STOCK AT COMMENCEMENT :


Semi-fi nished Goods 941.73 1,250.73

Scrap 60.28 91.31

3,812.54 4,919.73

5,177.63 (1,107.19)

b) Real Estate Division:

STOCK AT CLOSE :


66.68 - 66.68



66.68 73.62

- (6.95)

TOTAL 5,177.63 (1,114.13)

31/03/2009 31/03/2008


SCHEDULE ‘P’ EMPLOYEES EMOLUMENTS :Salaries, Wages, Bonus 9,669.84 8,100.84

Contributions to Provident & Other Funds (includes social security 671.51 474.76

and other benefi ts for overseas employees)

Employees' Welfare Expenses 520.44 482.89

TOTAL 10,861.79 9,058.49

SCHEDULE ‘Q’ MANUFACTURING & OPERATING EXPENSES: Erection & Sub-contracting Exp. 36,601.95 33,496.49

Job charges 1,048.46 747.16

Power & Fuel 650.56 515.50

Repairs & Maintenance:

Plant & Machinery 211.78 151.64

Building 83.52 59.73

Other 28.48 44.39

Freight & Forwarding Expenses 2,359.52 2,303.24

Stores, Spares and Tools Consumed 833.62 660.89

Vehicle/ Equipment Running & Hire Charges 237.32 124.42

Testing Expenses 131.00 147.18

Pollution Control Expense 46.57 38.43

Other Operating Expenses 15.50 13.42

TOTAL 42,248.27 38,302.52



49

31/03/2009 31/03/2008


SCHEDULE ‘R’ ADMINISTRATIVE, SELLING & OTHER EXPENSES: Insurance Charges 999.68 1,079.75

Rent 846.64 650.80

Rates & Taxes 26.31 46.23

Stationery, Printing & Drawing Expenses 161.79 155.42

Telecommunication Expenses 262.43 232.22

Travelling Expenses 918.82 689.85

Legal & Professional Expenses 396.06 379.71

Conveyance Expenses 102.57 61.39

Service Charges 391.72 454.96

Audit Fees 30.00 19.50

General Expenses 379.05 267.10

Preliminary Exp. Written Off - 5.01

Miscellaneous Expenses 843.28 1,398.45

Taxes & Duties 1,521.06 2,461.26

Loss on sale of assets 7.74 6.85

Bad Debts Written Off - 11.09

Balances Written Off 11.98 45.74

Performance Warranties Expenses 1,856.15 2,123.59

Loss by Th eft/Damage/Fire 66.94 107.58

Service Tax 1,491.86 3,075.53

Exchange Rate Variation 775.90 396.00

Carbon Credit Expenses 5.89 9.34

Loss on Outstanding Contracts for options - 453.77

Foreign currency Translation Expenses - 3.35

Provision for Diminution in value of Investments 1.30 -

TOTAL 11,097.16 14,134.49

SCHEDULE ‘S’ FINANCIAL EXPENSES: Interest

On Term Loans 796.99 684.51

Others 6,047.10 3,287.00

Bank Commission & Charges 1,502.36 1,236.48

Other Financial Expenses 187.02 267.47

8,533.48 5,475.46

Add / (Less) : Exchange rate variation 2,025.34 (265.27)

TOTAL 10,558.82 5,210.19



50

1. Signifi cant Accounting Policies:

A. Basis of Accounting: (i) Th e fi nancial statements are prepared in accordance with relevant accounting standards under the historical cost convention,

except as stated in note 1 B.

(ii) Th e accounts have been on accrual basis of accountancy in accordance with the accounting principles generally accepted in

India.

B. Fixed Assets:

Fixed assets are stated at cost of acquisition/construction/revalued amount less accumulated depreciation.

C. Depreciation:

Depreciation is provided on the basis of straight-line method on all depreciable fi xed assets at the rate prescribed in

Schedule –XIV of the Companies Act, 1956, on prorata basis except:

a) Depreciation pertaining to assets of Research & Development Centre and of Export Oriented Unit are provided on the

basis of written down value method.

b) Depreciation in Bio-mass Energy plants are provided on plant and machinery at a higher rate at 7.5% instead of the

prescribed rate for continuous process plant considering the useful life of plant supported by technical evaluation and

report.

c) In case of revalued assets the diff erence between the depreciation based on revaluation and the depreciation charged on

historical cost is recouped out of revaluation reserve.

d) Depreciation on overseas projects assets are provided at the rates as per the requirement of law of respective foreign countries

and as per such rates depreciation provided in each overseas project is higher than the depreciation at prescribed rates under

Schedule-XIV of the companies Act, 1956.

e) Depreciation on all the vehicles in the company is provided at a higher rate at 15% instead of the prescribed rate, considering

the useful life of vehicles based on technical evaluation of the management.

D. Revenue Recognition: (i) Transmission & Distribution Division:

Sales are recognized on delivery of materials. Sales includes excise duty and export benefi ts being Duty Entitlement Pass

book credits but excludes Sales Tax.

Erection and Works Contract revenue for work completed are recognized on percentage of completion method based on

completion of physical proportion of the contract work. When it is probable that total contract cost will exceed the total

contract revenue, the expected loss is recognized immediately.

(ii) Real Estate Division:

Company recognize revenue at the time of transfer of signifi cant risks and rewards of ownership to the buyer on executing

agreement for sale and estimated cost of completion against Sales recognized, wherever applicable, is provided for in profi t

and loss account. Advances received against booking of units are appearing as current liabilities.

(iii) Bio-mass Energy Division:

Company recognize revenue on supply of electricity generated to the customer.

(iv) Infrastructure Division:

Revenue is recognized by adding the aggregate cost and proportionate margin using the percentage completion method.

Percentage of completion is determined as a proportion of cost incurred to date to the total estimated contract cost. When

it is probable that total contract cost will exceed the total contract revenue, the expected loss is recognized immediately.

(v) Others:

Dividends are recorded when the right to receive payment is established. Interest income is recognized on time proportion

basis.

SCHEDULE ‘T’ NOTES FORMING PART OF ACCOUNTS:


51

E. Inventories: (i) Transmission & Distribution Division:

Raw Materials, Semi-fi nished goods, Finished goods, scraps and construction & other stores-spares & tools and trading

goods are stated at lower of cost and net realizable value. Th e cost of inventories is computed on FIFO basis.

(ii) Real Estate Division:

Finished and semi-fi nished inventory are stated at lower of cost and net realizable value. Cost is computed on average cost

basis which includes payments made against agreement to purchase land, development cost direct and attributable towards

the specifi c real estate project and cost of borrowings as stated in note 1 K.

(iii) Bio-mass Energy Division:

Fuel and stores, spares & tools are stated at lower of cost and net realizable value. Th e cost of fuel is computed on weighted

average basis and stores, spares & tools are computed on FIFO basis.

(iv) Infrastructure Division:

Construction material and stores, spares & tools are valued at lower of cost or net realizable value. Th e cost is computed on

FIFO basis.

F. Investments:Long term investments are stated at cost after deducting the provision for diminution in value, if any, other than of a temporary

nature. Current investments are stated at lower of cost or fair value.

G. Retirement Benefi ts: (i) Gratuity liability is provided under a defi ned benefi t plan, under group Gratuity Cash Accumulation Scheme of the Life

Insurance Corporation of India under irrevocable trust. Th e Company’s liability towards gratuity is determined on the basis

of actuarial valuation done by an independent actuary.

(ii) Contribution to Provident Fund, a defi ned contribution plan is charged to Profi t & Loss Account.

(iii) Provision for leave encashment liability is made on Actuarial valuation as at the Balance Sheet date.

(iv) All other short-term employee benefi ts are recognized as an expense at the undiscouted amount in the profi t and loss

account of the year in which the related service is rendered.

H. Excise/Custom Duty: Th e liability for excise and custom duty in respect of materials lying in factory/bonded remises is accounted for as and when they

are cleared/debonded.

I. Deferred Revenue Expenses: Preliminary expenses incurred till March 31, 2003 are amortized over a period of fi ve years and incurred after March 31, 2003 are

charged to revenue.

J. Foreign Currency Transactions: Transactions in foreign currency are accounted for at the exchange rate prevailing on the date of transactions. Assets and liabilities,

remaining unsettled at the end of the year are translated at the exchange rate prevailing at the end of the year and diff erence is

adjusted to respective accounts in profi t & loss account. Th e exchange gain or loss between forward exchange contract rate and

exchange rate at the date of transaction are recognized in profi t and loss account over the life of the contract.

Translation of overseas jobs / branches of non-integral foreign operations : -

a) Assets and liabilities at rates prevailing at the end of the year,

b) Income and expenses at the average rate for the year, and

c) Resulting exchange diff erences are accumulated in foreign currency translation reserve account.

In respect of foreign currency option contracts which are entered into to hedge, the cost of these contracts, if any, is expensed

over the period of the contract. Any profi t or loss arising on settlement or cancellation of currency options is recognized as

income or expenses for the period in which settlement or cancellation takes place.


52

K. Borrowing Costs: Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalized as

part of the cost of such assets. All other borrowing costs are recognized as expense in the period in which they are incurred.

L. Impairment of assets: Th e carrying amount of assets, is reviewed at each balance sheet date to determine whether there is any indication of impairment.

If any such indication exist, the recoverable amount of the assets is estimated. An impairment loss is recognized whenever the

carrying amount of an asset or its cash generating units exceeds its recoverable amount. An impairment loss is reversed if there

has been a change in the estimates used to determine the recoverable amount and recognized in compliance with AS-28.

M. Taxes on Income: a) Tax on income for the current period is determined on the basis of estimated taxable income and tax credit computed in

accordance with the provisions of the Income Tax Act, 1961.

b) Deferred tax is recognized on timing diff erence between the accounting income and the estimated taxable income for the

period and quantifi ed using the tax rates and laws enacted or substantively enacted as on the balance sheet date.

c) Deferred tax assets which arise mainly on account of unabsorbed losses or unabsorbed depreciation are recognized and

carried forward only to the extent that there is virtual certainty supported by convincing evidence that suffi cient future

taxable income will be available against which such deferred tax assets can be realized.

N. Use of Estimates: Th e presentation of fi nancial statements requires certain estimates and assumptions. Th ese estimates and assumptions aff ect

the reported amounts of assets and liabilities on the date of the fi nancial statements and the reported amounts of revenues and

expenses during the reporting period. Diff erences between the actual results and estimates are recognized in the period in which

the results are known/materialized.

O. Provisions, Contingent Liabilities and Contingent Assets: i) Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as

a result of past events and that probability requires an outfl ow of resources.

ii) A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but

probably will not, require an outfl ow of resources. Where there is a possible obligation or a present obligation in respect of

which the likelihood of outfl ow of resources is remote, no disclosure is made.


53

2007-2008Rs. in Lacs

2006-2007Rs. in Lacs

2. Contingent liabilities in respect of:

i) Bank guarantees 1,587.50 204.65

ii) Claims against company not acknowledged as debt 649.53 632.96

iii) Bonds/Undertaking given by company for concessional duty/

exemption to customs

2,225.63 3,500.00

iv) Show Cause Notice issued by the Service Tax/Entry Tax/

Stamps authority, disputed by the Company

19.63 19.63

v) Benefi t of countervailing duty under Custom Law

disputed by the department

57.11 57.11

vi) Penalty for delayed payment of Service Tax disputed before

Appellate authority already stayed unconditionally

120.29 120.29

vii) Guarantees & Letter of Comfort on behalf of a Subsidiary Company. 1,110.00 2,000.00

viii) Corporate Guarantee for Equipment Hiring 1,936.10 -

3. Th e estimated amount of contracts remaining to be executed on capital

account not provided for

5,874.79 1,228.87

4. Payment to Auditors:

Audit fee 33.26 21.92

Company Law matters 0.51 0.45

Taxation matters 6.63 6.77

Other services & reports 4.72 4.86

(includes Service Tax)

TOTAL 45.12 34.00

5. Payment to Management Personnel:

Salary 274.55 168.00

Company’s Contribution to Provident Fund & Benefi ts 27.11 12.60

Commission 473.24 958.76

TOTAL 774.90 1,139.36

6. Managerial Remuneration:

Computation of Net Profi t in accordance with

Section 198(1) and 349 of the Companies Act, 1956.

Profi t Before Tax as per profi t & Loss Account 12,058.47 20,155.23

Add: Managerial Remuneration 774.90 1,139.36

Loss on Sale of Fixed assets (Net) 5.09 6.43

Depreciation 2,731.81 2,180.40

Provision for diminution in value of Investment 1.30 (0.16)

15,571.57 23,481.26

Less: Depreciation as per Section 350 of the Companies Act, 1956 2,731.81 2,180.40

Less: Managerial Remuneration 774.90 958.76

Less: Transitional Gratuity Liability (Gross) - 157.56

Profi t u/s 198 12,064.85 20,184.53

Commission 473.24 958.76


54

2008-2009 2007-2008Unit Qty. (Rs. in Lacs) Qty. (Rs. in Lacs)

7. Quantitative Particulars :

(a) Capacities:

Licenced capacity

No Licence is required.

Installed capacity (As certifi ed by the Management)

i) Transmission line towers and Steel structures MT 1,08,000 - 84,000 -

(b) Actual production:

Transmission line towers and steel Structures. MT 93,484 - 79,531 -

(c) Generation of Electricity MU 106.34 - 85.91 -

(Net of Captive Consumption)

8. Particulars of:

a) Finished Goods :

i) Transmission Line Towers & Steel

Structures

Opening Stock MT 6,325 2,810.53 8,219 3,577.60

Closing Stock MT 10,332 5,531.90 6,325 2,810.53

Turnover MT 89,477** 1,69,218.05* 81,425 1,54,513.40

ii) Real Estate (Flats)

Opening Stock Nos. 1 66.68 1 73.62

Closing Stock Nos. 1 66.68 1 66.68

iii) Bio-mass Energy

Sales of Electricity MU 106.34 4,763.27 85.91 3,665.03

b) Raw materials & Components etc consumed:

i) Transmission & Distribution Division :

Steel MT 95,383 43,313.79 82,803 24,794.56

Zinc MT 4,797 4,254.46 4,666 6,999.19

Components & Accessories etc. ** - 57,093.58 - 52,210.74

ii) Bio-mass Energy Division MT 1,64,969 2,284.95 1,34,226 1,747.22

Agricultural residues

Notes : *1. The value of turnover includes value of components, accessories, equipments and miscellaneous items connected with installation

of transmission lines and sub-stations and those for rural electrification work and items purchased with the object of resale against

specific projects/orders in transmission and distribution and amount of erection and works contracts receipts, tower testing and

other services, scrap and duty entitlement passbook credits in transmission and distribution division.

**2. The quantities pertaining to components, accessories, equipments, and miscellaneous items are not included/or provided, as such

items being dissimilar in nature and being in different unit of measurement like Nos., MT, KM, Pieces etc. and hence is not

practicable to provide the same.


55

2008-2009(Rs.in Lacs)

2007-2008

(Rs.in Lacs)

9. C.I.F. value of Imports:

Raw Material 6,472.82 8,134.72


Capital Goods 2,762.94 679.80

10. Composition of raw materials & components consumed

Indigenous 93,452.59 69,805.90

87.38% 81.40%

Imported 13,494.19 15,945.81

12.62% 18.60%

1,06,946.78 85,751.71

100.00% 100.00%

11. Expenditure in foreign currency on account of:

Legal, Professional & Consultancy Fees 83.11 62.58

Dividend 4.50 4.50

Travelling Expenses 268.94 182.56


Interest 646.32 531.44

Third country purchases 2,894.89 6,221.57

Others 3,319.64 2,068.11

12. Earnings in Foreign Exchange :

Export of goods on FOB basis 33,839.40 35,888.58

Services 1,684.74 977.63

Overseas Projects Earnings 3,478.98 965.10

Certified Emission Reduction (CER’s) 578.28 90.23

13. The management has initiated the process of identifying 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. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2009

has been made in the financials statements based on information received and available with the Company. On the basis of

such information the amount due to small and medium enterprises is nil as on March 31, 2009 and further, in the view of the

management, the impact of interest, if any, that may be payable in accordance with the provisions of the act is not expected to be

material which the auditors have relied upon the same.

14. Provision of income tax including foreign tax is made after considering depreciation, deductions and allowances allowable under

income tax regulations and is shown net of taxes paid as liability.

15. In the opinion of the management the balances shown under sundry debtors, accrued value of work done & loans and advances

have approximately the same realizable value as shown in the accounts.

16. The disclosure as to provision for performance warranties in schedule “K” is :-

As at March 31, 2009

(Rs.in Lacs)


(Rs.in Lacs)

Carrying amount at the beginning 5,457.40 3,744.67

Add : Provision/Expenses during the Year 2,677.51Less : Reversal of Provision on finality of Warrantee & Guarantee (821.36) 1,856.15 2,123.59

Less : Utilisation during the year (589.02) (410.86)

Less: Excess expenses during the year (85.03) -

Carrying amount at the close 6,639.50 5,457.40


56

17. 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.1,279.84 Lacs (Previous Year Rs.971.63 Lacs) is accounted for

using applicable current rate of tax.


(Rs.in Lacs)

As at

March 31, 2008

(Rs. in Lacs)Depreciation 1,588.05 1,177.23

Less: Deferred tax assets u/s 43 B of I.T. Act (308.21) (205.60)Net deferred tax liability 1,279.84 971.63

18. Balances with Non-Scheduled Banks on current accounts are:

Maximum Balance Balance as at Name of Bank (Rs.in Lacs) (Rs. in Lacs)

2008-09 2007-08 31.03.2009 31.03.20081. Rizzal Commercial Bank US$ A/c 744.99 185.75 16.73 13.90

2. Rizzal Commercial Bank Peso A/c 433.35 533.86 102.77 20.78

3. Everst Bank Ltd., Nepal 30.23 93.20 3.31 25.42

4. Indo-Zambia Bank, Chingola 12.22 543.52 7.29 12.22

5. Indo-Zambia Bank, Lusaka 131.71 363.83 131.71 5.51

6. Stanbic, Solwezi Bank Kwc A/c 1.13 16.64 - 1.32

7. HSBC – Qatar (QR) 301.50 93.82 0.55 4.73

8. HSBC – Qatar ($) 1.39 1.39 - 1.39

9. Alwar Bharatpur Anchalik Gramin Bank-Bharatpur 0.17 22.60 0.17 0.17

10. BNP Paribas, Algeria ($) 207.38 294.45 4.08 40.51

11. BNP Paribas,Algeria (CEDAC) 354.53 818.91 13.17 22.83

12. BNP Paribas, Algeria (INR) 939.36 948.03 404.75 33.71

13. BNA (ALG. Dnr. Account) 2,776.88 485.30 2,714.37 418.26

14. Commercial Bank of Ethiopia Birr A/c 355.11 1,563.05 47.88 757.81

15. BCIMR – DJF (Djibouti Frank) 204.52 157.20 43.94 157.20

16. BCIMR – US$ (Djibouti US$) 281.45 0.24 15.18 0.02

17. Giro Commercial Bank Ltd. US$ A/c 42.62 269.91 41.10 2.73

18. Giro Commercial Bank Ltd. Shilling A/c 230.31 480.98 30.50 159.86

19. BNP Paribas , Abudhabi 573.25 1,235.34 225.02 334.18

20. Commercial Bank of Kuwait (CBK) 51.21 - 14.41 -

21. British Arab Commercial Bank US$ A/c 5.00 4.10 5.00 3.90

22. Baroda Rajasthan Gramin Bank 35.20 0.20 20.20 0.10

Total 7,713.51 8,112.32 3,842.13 2,016.55

19. Information in accordance with the requirement of the AS-7 issued by the Institute of Chartered Accountants of India as

follows:-

March 31, 2009(Rs.in Lacs)

March 31, 2008

(Rs.in Lacs)1. Amount of Contract Revenue Recognized as

Revenue in the period 64,671.60 64,485.102 Disclosure in respect of contracts in progress

at the Reporting Date(i) Contract cost incurred & Recognized Profits less recognized losses upto the

reporting date 80,830.20 1,17,004.80(ii) Advances Received 10,703.40 18,147.30(iii) Retentions 8,864.30 8,743.40

3 Due to Customers - -4 Due from Customers 30,734.70 23,615.90


57

20. 47,77,000 equity shares of Rs.10/- each at a premium of Rs.717/- per share were issued in the financial year 2006-07 to the

Qualified Institutional Investors under Chapter XIII-A of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 for

the purpose of capital expenditure, working capital, development of EPC services, infrastructure business and real estate business

as may be permissible under applicable laws and government policies, and for general corporate purposes, including strategic

initiatives, such as strategic relationships, investments or acquisitions and improving the leveraging strength of the company. The

proceeds from the issue have been utilized for the said purpose as follows:

March 31, 2009 March 31, 2008

(Rs.in Lacs) (Rs.in Lacs)

Utilisation in Working Capital 16,127.50 13,689.80

Investments in Subsidiary Companies 9,590.70 8,262.40

Capital Expenditure 4,257.00 686.00

Fixed Deposits with Banks - 5,500.00

Investments in units of Mutual Funds - 3,500.00

Inter Corporate Deposits - 1,266.00

Investment in Real Estate Project 4,000.00 1,071.00

Share Issue Expenses 753.60 753.60

Total 34,728.80 34,728.80

21. 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.

22. Retirement benefit plans

a) Defined contribution Plans

The Company made contribution towards provident fund to 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. 456.40 Lacs (Previous Year Rs. 304.50 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’s Group Gratuity cash accumalation 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, 2009.

(Rs.in Lacs) (Rs.in Lacs)

2008-09 2007-08

Change in present value of obligations :

Obligations at beginning of the year 411.34 309.39

Service cost 117.29 74.80

Interest cost 32.70 25.12

Actuarial (gain) / loss 28.72 9.37

Benefits paid (15.65) (7.34)

Obligations at the end of the year 574.40 411.34


58

Change in Plan assets :

Fair value of Plan assets at beginning of the year 306.62 151.83

Expected returns on plan assets 31.34 20.63

Actuarial (gain) / loss (3.42) (6.52)

Contributions by employer 70.86 148.02

Benefits paid (15.65) (7.34)

Fair value of plan assets at end of the year 389.75 306.62

Reconciliation of Present Value of Obligation and the fair value of plan assets :

Present value of the defined benefit obligation at the end of the year 574.40 411.34

Less : Fair value of plan assets 389.75 306.62

Unfunded status amount of liability recognized in the balance sheet 184.65 104.72

Gratuity cost for the year :

Service Cost 117.29 74.80

Interest Cost 32.70 25.12

Expected return on plan assets (31.34) 20.98

Actuarial (gain) / loss 32.14 9.37

Net gratuity cost charged to profit & loss 150.79 130.27

Assumptions :

Discount rate 7.95% 8.12%

Estimated rate of return on plan assets 9.00% 9.00%

Annual increase in salary costs 7.00% 7.00%

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

(a) List of related persons

(i) Enterprises under significant influence:

l Kalpataru Properties Private Limited

l M/s. Habitat

l Property Solution (India) Private Limited

l Yugdharam Real Estate Private Limited

l Durable Trading Co. Private Limited

l P.K. Velu & Co. Private Limited

l Saicharan Properties Ltd.,

l Kalpataru Limited.

(ii) Subsidiaries:

l JMC Projects (India) Limited

l Shree Shubham Logistics Limited

l Energy Link (India) Limited

l Amber Real Estate Limited,

l Kalpataru Power Transmission (Mauritius) Limited

l Kalpataru South Africa (Pty) Limited,

l Kalpataru Power Transmission Nigeria Limited

(iii) Key Management Personnel:

l K.V. Mani - Managing Director

l Pankaj Sachdeva - Deputy Managing Director

l Ajay Munot - Executive Director

l Manish Mohnot - Executive Director


59

(b) The following transactions were carried out with related parties in the ordinary course of business:

(Rs.in Lacs)

Sr.

No.

Particulars Entities under

significant influence

Subsidiary

Companies

Key Managerial

Personnel

1 Reimbursement of expenses 35.52 - -

(21.57) (-) (-)

2 Space usage charges received 1.05 - -

(0.12) (-) (-)

3 Rent Paid 272.16 - -

(246.85) (-) (-)

4 Investment in Shares - 1,438.98 -

(-) (3,472.00) (-)

5 Interest received - 840.45 -

(-) (121.70) (-)

6 Loan given - 15,688.52 -

(-) (5,578.60) (-)

7 Loan repaid back - 12,471.56 -

(-) (2,458.30) (-)

8 Purchases of Flats - - -

(342.46) (-) (-)

9 Security Deposit given against Rental Property 3,216.44 - -

( - ) (-) (-)

10 Reimbursement of Exp. Received - 17.06 -

(-) (129.13) (-)

11 Rent Received - 73.93 -

(-) (60.87) (-)

12 Sale of Goods - 60.43 -

(-) (1,185.09) (-)

13 Hire Charges Paid - 42.92 -

(-) (0.76) (-)

14 Dividend Received - 329.15 -

(-) (135.58) (-)

15 Salary & Commission - - 774.90

(-) (-) (1,139.36)

16 Advance against property given 4,000.00 - -

( - ) (-) (-)

17 Debtors at the year end - - -

(-) (232.47) (-)

18 Security Deposit at the year end 3,326.07 - -

(109.60) (-) (-)

19 Loan to Subsidiary Companies at the year end - 7,728.60 -

(-) (2,646.50) (-)

20 Liabilities at the year end 2.33 - 277.71

(0.70) (-) (759.00)

24. Information as required under Clause 32 of Listing Agreement with Stock Exchanges with regard to loans to subsidiaries

having no repayment schedule

Name of the Subsidiaries (Rs.in Lacs)Balance as on

March 31, 2009Loans

(Rs.in Lacs)Maximum Balance

during the yearLoans

Shree Shubham Logistics Ltd 333.01 Dr. 4,103.50 Dr.

Energy Link (India) Ltd. 3,670.75 Dr. 3,674.58 Dr.

Amber Real Estate Ltd. 3,724.84 Dr. 3,724.85 Dr.


60

25. Segmental Reporting:

(Rs.in Lacs)

SN Particulars Segment Consolidated T&D# RED# BM# INFRA# Unallocable

(I) Business Segment

1 Revenue : Sales & Services 1,66,108.50 6.00 4,763.27 17,194.89 - 1,88,072.66 (1,51,457.33) (56.28) (3,659.19) (18,274.28) ( - ) (1,73,447.08) Other Operating Income 309.77 - 66.70 42.72 - 419.19 (541.27) ( - ) (204.53) (54.33) ( - ) (800.13) Net Sales/Income from

Operation

1,66,418.27 6.00 4,829.97 17,237.61 - 1,88,491.85

(1,51,998.60) (56.28) (3,863.72) (18,328.61) ( - ) (1,74,247.21)

Add : Other Income 877.72 4.33 578.28 - 1,373.30 2,833.63

(125.28) (0.51) (98.05) ( - ) (1,436.12) (1,659.96)

Total 1,67,295.99 10.33 5,408.25 17,237.61 1,373.30 1,91,325.48 (1,52,434.88) (367.79) (4,272.77) (18,328.61) (1,747.12) (1,77,151.17)2 Segment Result Before Interest 16,436.53 4.44 1,571.90 1,541.73 1,373.30 20,927.90 (18,328.46) (23.49) (918.74) (3,154.66) (1,436.12) (23,861.47) Interest 8,869.43 (3,706.24) Profi t after Interest 12,058.47 (20,155.23) Extra Ordinary Item - ( - )3 Current Tax (including FBT) 2,309.17 (4,898.44)4 Deferred Tax 308.21 (261.56)5 Net Profi t after Tax 9,441.09 (14,995.23)6 Segment Asset 1,82,071.00 4,081.50 7,306.59 23,337.57 15,296.17 2,32,092.83

(1,21,602.50) (1,188.26) (7,259.36) (18,549.41) (21,655.06) (1,70,254.59)7 Segment Liability 68,644.56 36.00 146.13 10,547.90 3,609.21 82,983.80

(53,247.43) (30.78) (158.83) (4,211.00) (3,299.64) (6,0947.68) Capital Employed 1,13,426.44 4,045.50 7,160.46 12,789.67 11,686.96 1,49,109.03 (68,355.07) (1,157.48) (7,100.53) (14,338.41) (18,355.42) (1,09,306.91)

8 Capital Expenditure 4,410.52 - 94.92 2,612.54 - 7,117.98 (Including CWIP) (2,571.24) ( - ) (273.63) (1,270.95) ( - ) (4,115.82)9 Depreciation 1,355.85 1.30 460.13 914.53 - 2,731.81 (1,016.87) (1.42) (447.30) (714.82) ( - ) (2,180.41)

(II) Geographical Segment

Revenue

India 1,14,522.23 6.00 4,829.97 17,237.61 - 1,36,595.81

(1,01,939.16) (56.28) (3,863.72) (18,328.61) ( - ) (1,24,187.77)

Outside India 51,896.04 - - - - 51,896.04

(50,059.44) ( - ) ( - ) ( - ) ( - ) (50,059.44)

Total 1,66,418.27 6.00 4,829.97 17,237.61 - 1,88,491.85 (1,51,998.60) (56.28) (3,863.72) (18,328.61) ( - ) (1,74,247.21)

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

Note:

(1) 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.

(2) Segment revenue, results , assets & liabilities of Research & Development Centre are considered as part of transmission

division segment and consequently are considered as respective part of disclosure with transmission segment herein above.


61

26. 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 :

(In Lacs)

2008-2009 2007-08EURO / USD USD / INR EURO / USD USD / INR

Receivables - - - 255.30

Payables 13.67 170.65 16.90 168.60

27. 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 & (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.

28. The Company’s significant leasing/ licencing arrangements are mainly in respect of residential / office premises and equipments,

which are in operating lease. The aggregate lease rental payable on these leasing arrangements are charged as rent and equipment

hire charges in these accounts amounting to Rs. 1,817.87 Lacs (previous year Rs. 1,076.70 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. 502.45 Lacs (previous year

Rs. 58.30 Lacs) and for later than 1 year but not later than 5 years is Rs. 858.58 Lacs (previous year Rs.69.10 Lacs).

29. Interest income comprises of:

2008-09(Rs.in Lacs)

2007-08

(Rs.in Lacs)

Fixed Deposits with banks 201.01 329.30

Margin money with banks - 1.90

Inter-corporate deposits 767.01 361.80

Subsidiary Companies 840.45 121.70

Others 23.39 7.97

Total 1,831.86 822.67

30. Erection and subcontracting expenses comprises of:

2008-09(Rs.in Lacs)

2007-08

(Rs.in Lacs)

Subcontracting expenses 19,771.09 20948.16

Construction material and stores and spares consumed 10,253.37 8,544.72

Power and fuel 1,440.05 1,096.29

Freight and Forwarding Expenses 1,513.83 519.57

Others 3,623.61 2,387.75

Total 36,601.95 33,496.49

31. The accounts of foreign operations in company’s overseas branches in Philippines, Algeria, Ethiopia, Kenya, Abu Dhabi, Qatar,

Djibouti, and Zambia 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 Kuwait the accounts, for the year have been prepared and audited

in India.


62

32. Material Cost Comprises of:

2008-09(Rs.in Lacs)

2007-08

(Rs.in Lacs)

a) Raw Materials

Opening Stock 7844.01 7,648.40

Add: Purchases 1,06,552.75 84,200.10

Less: Closing stock 9,734.93 7,844.01

Consumption 1,04,661.83 84,004.49

b) Agricultural Residues

Opening Stock 410.81 349.53

Add: Purchases 2,692.92 1,808.50

Less: Closing stock 818.78 410.81

Consumption 2,284.95 1,747.22

Total 1,06,946.78 85,751.71

33. As per the accounting standard issued by the Institute of Chartered Accountants of India, provision for diminution in the value

of investment should be made to recognize the decline, other than temporary. The management considers the diminution in the

value of investment of temporary nature and has thought it not necessary to provide for the same.

34. An estimated sum of Rs. 473 Lacs which is receivable from eligible 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 November-07 to March-09) as there is reasonable certainty about its ultimate realization and 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.

35. In earlier year investment was made in 11,00,000 Optionally Convertible Preference Shares (OCPS) of Rs. 202/- each with an

option to convert the same into equity shares of Rs. 10/- each at a premium of Rs. 192/- per share before December 11, 2008 but

as the company has not exercised the said option, the OCPS have converted into 6% Non Cumulative Redeemable Preference

Shares of Rs. 202/- each.

36. Previous year’s figures have been regrouped and/or rearranged wherever considered necessary.

Signatures to Schedules ‘A’ to ‘T’




(M. No. 13707) (M. No. 35701)




63

i.) Registration Details State Code: 04

Registration No. L40100GJ1981PLC004281

Balance Sheet Dated : March 31, 2009

ii.) Capital raised during the year (Rs. in Lacs)

Public Issue Nil

Rights Issue Nil

Bonus Issue Nil

Private Placement Nil

iii.) Position of Mobilisation and Deployment of Funds (Rs. in Lacs)

Total Liabilities 2,32,092.83

Total Assets 2,32,092.83

Sources of FundsPaid-up Capital 2650.00

Reserves & Surplus 81,045.03

Secured Loans 48,543.97

Unsecured Loans 16,926.66

Current Liabilities & Provision 82,927.18

Application of FundsNet Fixed Assets 26,839.40

Investments 12,682.52

Current Assets 1,92,570.91

Misc. expenditure Nil

Accumulated Losses Nil

iv.) Performance of Company (Rs. in Lacs)

Turnover 1,91,325.47

Total Expenditure 1,79,267.00

Profi t Before Tax 12,058.47

Profi t After Tax 9,441.09

Earning per share in Rs. 35.63

Final Dividend Rate % 75%

Generic Names of Principal Products of Company (as per monetary terms)

Item Code No. (ITC Code) : 7308.20

Product Description :Transmission Line Towers

For and on behalf of the BoardK. V. Mani Pankaj Sachdeva Managing Director Dy. Managing Director

Manish Mohnot Kamal Jain Executive Director President & CFO

Bajrang Ramdharani Company Secretary MUMBAI : May 30, 2009

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE


64

INFLOW/(OUT-FLOW)Rs. in Lacs

2008-2009 2007-2008A. CASH FLOW FROM OPERATING ACTIVITIES:

Net profi t before taxation, and extraordinary items 12,058.47 20,155.23

Adjustments for : Depreciation 2,731.81 2,180.41

Interest Paid 6,844.09 3,971.51 Dividend Received (405.28) (744.97) Interest Received (1,831.86) (812.86)

Amortisation of Preliminary Expenses - 5.01 Provision for Diminution in Investment 1.30 (0.16)

Profi t/(-)Loss on sale of assets 5.09 6.43 Foreign Currency Translation Diff erence (178.19) (20.39)

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 19,225.43 24,740.21 Adjustment for: Trade and other Receivables (50,594.50) (25,605.42) Inventories (8,318.38) 456.77 Margin Money with Banks 368.88 134.00 Trade Payables 21,740.65 7,161.39

CASH GENERATED FROM/(USED IN) OPERATIONS (17,577.92) 6,886.96 Income Tax Paid (2,309.17) (4,898.45)Prior Year's Adjustment (14.97) (7.23)CASH FLOW BEFORE EXTRAORDINARY ITEMS (19,902.06) 1,981.27 Extraordinary Items - -NET CASH FLOW FROM/ (USED IN ) OPERATING ACTIVITIES (19,902.06) 1,981.27

B. CASH FLOW FROM INVESTING ACTIVITIES:Purchase of fi xed assets (7,223.52) (3,828.17)Sale of fi xed assets 104.47 90.87 Investments in Shares - (25.15)Investment in Mutual Funds 3,506.65 10,388.18 Investment in Subsidiaries (1,438.98) (3,222.00)Loans to Subsidiary and Others (5,082.10) 135.60 Interest Received on Loans 1,831.86 812.86 Dividend Received 405.28 744.97 Deposits with Banks 5,525.25 1,222.38 CASH FROM / (USED IN) INVESTING ACTIVITIES (2,371.10) 6,319.54

C. CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from Issuance of Non Convertible Debentures 8,000.00 -Repayment of Term Loan (1,624.67) (1,726.75)Working Capital Finance & Unsecured Loans 26,510.22 640.77 Interest Paid (6,858.26) (3,981.25)Dividend Paid (1,987.50) (1,987.50)Corporate Dividend Tax (337.78) (337.78)CASH FROM / (USED IN) FINANCING ACTIVITIES 23,702.01 (7,392.51)

D NET INCREASE IN CASH AND CASH EQUIVALENT 1,428.85 908.30 E. Opening Cash and Cash Equivalent 3,387.71 2,479.41 F. Closing Cash and Cash Equivalent 4,427.31 3,387.71 As per our report attached For and on behalf of the Board For Kishan M. Mehta & Co., For Deloitte Haskins & Sells, K. V. Mani Pankaj Sachdeva Chartered Accountants Chartered Accountants Managing Director Dy. Managing Director

(Kishan M. Mehta) (Gaurav J. Shah) Manish Mohnot Kamal Jain Partner Partner Executive Director President & CFO (M. No. 13707) (M. No. 35701)



CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009


65

To ,

Th e Board of Directors

Kalpataru Power Transmission Limited,1. We have audited the attached Consolidated Balance Sheet of Kalpataru Power Transmission Limited (‘the parent’), and its

subsidiaries (collectively referred to as ‘the Group’) as at March 31, 2009 and the Consolidated Profi t and Loss account and

the Consolidated Cash Flow statement for the year ended on that date annexed thereto. Th ese fi nancial statements are the

responsibility of the Company’s management and have been prepared by the management on the basis of separate fi nancial

statements and other fi nancial information regarding components. Our responsibility is to express an opinion on these fi nancial

statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Th ose Standards require that

we plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free of material

misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fi nancial

statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by the management

as well as evaluating the overall fi nancial statement presentation. We believe that our audit provides a reasonable basis for our

opinion.

3. Financial statements / consolidated fi nancial statements of three subsidiaries, which refl ect total assets of Rs. 98,792.48 Lacs as at

March 31, 2009, total revenues of Rs. 1,37,615.36 Lacs and net cash infl ows amounting to Rs. 217.27 Lacs for the year ended on

that date have been audited by one or one of us with other.

4. We did not audit the fi nancial statements of two subsidiaries, whose fi nancial statements refl ect total assets of Rs. 5,449.83 Lacs

as at March 31, 2009, total revenues of Rs. 552.89 Lacs and net cash outfl ows amounting to Rs. 2.81 Lacs for the year ended on

that date. Th ese fi nancial statements and other fi nancial information have been audited by other auditors whose reports have been

furnished to us, and our opinion is based solely on the report of other auditors.

5. We have relied on the unaudited fi nancial statements of two subsidiaries whose fi nancial statements refl ect total assets of

Rs. 59.85 Lacs as at March 31, 2009, total revenues of Rs. Nil and net cash infl ows amounting to Rs. 53.91 Lacs for the year

ended on that date. Th ese unaudited fi nancial statements have been furnished to us by management and our report in so far as it

relates to the amounts included in respect of these subsidiaries, is based solely on such unaudited fi nancial statements.

6. We report that the consolidated fi nancial statements have been prepared by the Company’s management in accordance with the

requirements of the Accounting Standards (AS) 21, Consolidated Financial Statements notifi ed by Companies (Accounting

Standard) Rules, 2006.

7. Based on our audit as aforesaid and on consideration of reports of other auditors on separate fi nancial statements and on the other

fi nancial information of the components and accounts furnished by the management as explained in paragraph 5 above and to

the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated

fi nancial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Consolidated Balance Sheet, of the state of aff airs of the Group as at March 31, 2009;

(ii) in the case of the Consolidated Profi t and Loss Account, of the profi t of the Group for the year ended on that date; and

(iii) in the case of the Consolidated Cash Flow Statement, of the cash fl ows of the Group for the year ended on that date.






AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS


66

SCHEDULE AS AT 31/03/2009 Rs. in Lacs

AS AT

31/03/2008

Rs. in Lacs

SOURCES OF FUNDS :

Shareholder's Funds:

Share Capital ‘A’ 2,650.00 2,650.00

Reserves & Surplus ‘B’ 84,330.21 75,664.19

86,980.21 78,314.19

Minority Interest 9,471.07 8,220.72

Loan Funds :

Secured Loans ‘C’ 75,297.99 41,498.28

Unsecured Loans ‘D’ 19,215.51 3,167.19

94,513.50 44,665.47

Deferred Tax 2,059.19 2,103.13

TOTAL 1,93,023.97 1,33,303.51

APPLICATION OF FUNDS :

Goodwill on Consolidation 832.34 832.34

Fixed Assets : ‘E’

Gross Block 70,617.77 54,744.09

Less: Depreciation 17,308.59 11,778.17

Net Block 53,309.18 42,965.92

Capital Work in Progress 11,326.88 799.41

64,636.06 43,765.33

Investments ‘F’ 50.51 3,558.45

Current Assets, Loans & Advances :

Inventories ‘G’ 32,696.55 26,774.74

Accrued value of work done 35,532.01 28,567.92

Sundry Debtors ‘H’ 1,41,601.09 93,320.50

Cash & Bank Balances ‘I’ 5,825.22 10,845.96

Loans & Advances ‘J’ 34,239.70 19,955.19

2,49,894.57 1,79,464.31

Less: Current Liabilities & Provisions: ‘K’

Current Liabilities 1,10,521.62 84,379.16

Provisions 12,033.85 10,226.45

1,22,555.47 94,605.62

Net Current Assets 1,27,339.10 84,858.70

Miscellaneous Expenditure ‘L’ 165.96 288.69

TOTAL 1,93,023.97 1,33,303.51

Notes to the Accounts ‘T’

The Schedules referred to above and the Notes attached form an integral part of Statement of Accounts.




(M. No. 13707) (M. No. 35701)



CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2009


67

SCHEDULE FOR THE YEAR ENDED ON

31/03/2009 Rs. in Lacs

FOR THE YEAR ENDED ON

31/03/2008 Rs. in Lacs

INCOME :

Sales & Services-Gross ‘M’ 3,27,719.14 2,70,547.40 Less : Excise Duty 3,112.35 3,061.96

Sales & Services-Net 3,24,606.79 2,67,485.45

Other Income ‘N’ 3,460.75 2,510.20 Increase / (Decrease) in Stocks: ‘O’ a) Transmission & Distribution Division 5,177.63 (1,107.19)b) Construction Division (2,094.28) 2,397.25

c) Other (495.05) 926.54

TOTAL 3,30,655.84 2,72,212.25 EXPENDITURE : Material Cost 1,67,120.10 1,32,266.66 Employees' Emoluments ‘P’ 19,879.87 15,221.52 Manufacturing & operating Expenses ‘Q’ 88,047.89 69,732.54 Administrative, Selling & Other Expenses ‘R’ 19,164.56 19,540.39 Financial Expenses ‘S’ 13,688.41 6,735.67 Depreciation 5,763.75 3,869.64 Less: Transferred to Revaluation Reserve 4.65 4.65

5,759.10 3,864.99

TOTAL 3,13,659.93 2,47,361.77

PROFIT BEFORE TAX 16,995.92 24,850.48 Provision for Taxation : Current Tax 4,012.67 6,105.15 Fringe Benefi t Tax 199.21 171.75 Deferred Tax (43.40) 608.12 NET PROFIT FOR THE YEAR AFTER TAXES 12,827.44 17,965.46 Minority Interest 1,733.13 1,476.66 NET PROFIT FOR THE YEAR AFTER TAX AND AFTER

MINORITY INTEREST

11,094.31 16,488.80

Balance brought forward 33,565.59 21,511.35 Prior Year's Adjustment 13.49 (9.68)Prior Year's Income tax (41.65) 0.02 AMOUNT AVAILABLE FOR APPROPRIATION 44,631.74 37,990.49 APPROPRIATIONS : Transfer of reserves for increased holding in subsidiary companies (158.85) - Transfer to Debentures Redemption Reserve 300.00 - Corporate Tax on Interim Preference Share Dividend 6.83 23.99 Corporate Tax on Preference Share Dividend 6.83 13.98 Proposed Dividend on Equity Shares 1,987.50 1,987.50 Tax on Dividend on Equity Shares 370.47 399.43 Transfer to General Reserve 1,200.00 2,000.00

Balance carried over to Balance Sheet 40,918.96 33,565.59

TOTAL 44,631.74 37,990.49

No. of equity shares at the end of the year 2,65,00,000 2,65,00,000Weighted No. of equity shares at the end of period 2,65,00,000 2,65,00,000 Profi t for calculation of E.P.S. (Rs. in Lacs) 11,094.31 16,488.80 Nominal value of Equity Shares (Rs.) 10.00 10.00Basic/Diluted earning per share (Rs.) 41.87 62.22Notes to the Accounts ‘T’ The Schedules referred to above and the Notes attached form an integral part of Statement of Accounts.

As per our report attached For and on behalf of the Board For Kishan M. Mehta & Co., For Deloitte Haskins & Sells, K. V. Mani Pankaj Sachdeva Chartered Accountants Chartered Accountants Managing Director Dy. Managing Director




CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON MARCH 31, 2009


68

31/03/2009 Rs. in Lacs

31/03/2008

Rs. in Lacs

SCHEDULE ‘A’ SHARE CAPITAL : AUTHORISED :

3,00,00,000 (3,00,00,000) Equity Shares of Rs. 10/- each 3,000.00 3,000.00

TOTAL 3,000.00 3,000.00

ISSUED, SUBSCRIBED & PAID-UP:

2,65,00,000 (2,65,00,000) Equity Shares of Rs.10/- each fully paid up 2,650.00 2,650.00

Out of Above

a) 1,41,86,500 (1,41,86,500) shares alloteed as fully paid up

Bonus shares by Capitalisation out of general reserve,

capital redemption reserve and share premium A/c. and

b) 30,60,000 (30,60,000) shares allotted for consideration

other than cash in earlier years

TOTAL 2,650.00 2,650.00

SCHEDULE ‘B’ RESERVES AND SURPLUS:

REVALUATION RESERVE:

As per last Balance Sheet 55.18 59.83

Less:Transferred from Depreciation Account 4.65 4.65

50.53 55.18

SHARE PREMIUM:


FOREIGN CURRENCY TRANSLATION RESERVE:

As per last Balance Sheet - 9.72

Less : Transferred to Profi t & Loss A/c - (3.35)

Less : During the year (186.82) (17.04)

(186.82) (10.67)

Add : Defi cit Transferred to General Reserve 186.82 10.67

- -

DEBENTURES REDEMPTION RESERVE:

Transferred from Profi t & Loss Account 300.00 -

GENERAL RESERVE :


Less : Gratuity Liability 1.21 140.74

Less : Foreign Currency Translation Reserve Balance (186.82) (10.67)

Add : Transfer of Exchange rate Variation 5.33 -

Add : Transferred from Profi t & Loss Account 1,200.00 2,000.00

8,613.59 7,596.29

PROFIT & LOSS :

As per profi t & loss account 40,918.96 33,565.59

TOTAL 84,330.21 75,664.19

CONSOLIDATED SCHEDULES TO AND FORMING PART OF ACCOUNTS


69

31/03/2009 31/03/2008


SCHEDULE ‘C’ SECURED LOANS :

A. TERM LOAN : I) From Financial Institutions & others

(a) 12.5% Non- convertible debenture redeemable in three equal annual

instalments at the end of 5th, 6th and 7th year from the date of allotment

i.e. from December 26, 2008. Secured by First pari passu charge on fi xed

assets of transmission & infrastructure division (including land and

building) of the company,( exclusive of assets charged to FI and Bank

for which NOC is given for the assets of T&D and Infra division only

8,000.00 -

II) From Banks

(a) Secured by way of charge over freehold land & immovable properties,

specifi c moveable plant & machineries fi nanced, of Bio-mass Power

Plant situated at Padampur, Dist. Sri Ganganagar, Rajasthan

585.26 886.75

(b) Term Loan from banks secured by fi rst charge on specifi c Plant &

Machinery fi nanced by them

6,731.54 -

(c) Secured by way of charge over immovable moveable plant & machineries

of Bio-mass Power Plant situated at Uniara, Dist. Tonk, Rajasthan and

second charge on current assets of the same

2,251.50 2,097.47

(d) Secured against all plant & machinery of Export Oriented Undertaking

plant and equitable mortgage of land and building situated at Sector-

25, Gandhinagar

- 150.00

(e) Secured by way of hypothecation of all movable fi xed assets of

tranmission line tower plant at sector-28 Gandhinagar on paripasu

basis alongwith consortium bankers for working capital facilities stated

hereunder

1,666.33 2,500.00

(f ) Secured by hypothecation of specifi c movable fi xed assets relating to

Infrastructure Division

776.47 1,200.00

(g) Secured Against Vehicles 381.92 573.88

(h) Th e term loan from bank is secured by fi rst charge on specifi c Plant &

Machinery

- 2,527.91

(i) Secured against Lands and Warehousing Complexes thereon

hypothecation on the equipments and other fi xed assets

6,850.37 -

(j) Secured against hypoteciation of the Equipments 79.41 -

(k) Secured by equitable mortgage by deposit of titile deeds of Land and

Structure at Th ane and Corporate Guarantee of a Group Company.

(Repayable within one year Rs.562.61 Lacs)

1,125.23

-

28,448.03 9,936.00

B. WORKING CAPITAL FACILITIES FROM BANKS:

I. Secured in favour of consortium bankers by way of hypothecation of stocks,

stores & spares, book debts & bills receivables & further secured by all

movable fi xed assets except charged to others as stated herein above of

the factories premises & godown situated at Gandhinagar or wherever else

pertaining to transmission and distribution and infrastructure division & by

simple mortgage over land & building situated at Sector - 28, Gandhinagar

32,723.23 17,731.09

II. Bill discounting facility from a bank, secured by fi rst pari-passu charge of all

movable assets at Project sites premises & godowns of the sites for execution

of work under GFSS-II of Maharashtra State Electricity Distribution Co.

Ltd.

2,406.78 4,815.35



70

31/03/2009 Rs. in Lacs

31/03/2008

Rs. in Lacs

III. Working capital facilities are secured in favour of consortium bankers, by

way of fi rst charge against hypothecation of stocks of construction material,

consumable store and spares, Bills Receivables, Book Debts and other

movables except 2nd charge on Current assets & receivables in favour of

a bank for Bank Guarantee of Rs. 50 Crores provided on behalf of Joint

Venture in which company is one of the member, and except fi rst charge

over machinaries and equipments fi nanced by others for term loans and

further secured by second pari-passu charge on machinaries and equipments

fi nanced by others for term loans and fi rst charge on the offi ce premices of

the company.

10,632.99 8,319.44

IV. From HDFC bank against pledge of Commodities - 655.06

V. Overdraft from HDFC Bank against Fixed deposit receipt 48.53 41.33

VI. Bank against Hypothecation of stock and Book Debts movable machinery

and futher secured by Lands and Warehousing Complexes

1,038.43 -

46,849.96 31,562.27

TOTAL 75,297.99 41,498.27

SCHEDULE ‘D’ UNSECURED LOANS: Short Term Loan From

a) Banks 11,926.66 3,000.00

b) Others 7,128.44 -

Fixex Deposits [Due within one year Rs. 72.57 Lacs (Rs. 102.57 Lacs)] 160.41 167.19

TOTAL 19,215.51 3,167.19

SCHEDULE ‘E’ FIXED ASSETS: (Rs. in Lacs)

PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK

AS ON

01/04/2008

#ADDITION

ADJUSTMENTS

DEDUCTION AS ON 31/03/2009

UPTO THE

PREVIOUS

YEAR

#DURING THE

YEAR

ADJUSTMENTS

RECOUPED TOTAL 31/03/2009

AS ON 31/03/2009

AS ON

31/03/2008

Leasehold Land 1,176.76 - - 1,176.76 - - - - 1,176.76 1,176.76

Offi ce Premises 208.40 - - 208.40 11.23 3.23 - 14.46 193.94 197.17

Store Building 67.88 30.80 1.81 96.87 8.60 2.22 1.01 9.81 87.06 59.27

Freehold Land 1,565.06 2,715.90 - 4,280.96 - - - - 4,280.96 1,565.06

Buildings 4,067.73 964.33 - 5,032.06 391.95 135.87 - 527.82 4,504.24 3,675.78

Plant & Machineries 42,034.55 11,527.92 460.80 53,101.66 9,630.19 4,963.90 255.23 14,338.85 38,762.81 32,404.36

Electric Installation 459.29 75.77 2.00 533.07 139.17 37.38 0.71 175.83 357.23 320.12

Furniture,Fixtures & Offi ce

Equipments

2,251.33 540.11 27.54 2,763.90 551.76 229.62 10.65 770.73 1,993.17 1,699.57

Vehicles 1,659.03 481.19 106.39 2,033.82 496.98 342.88 53.37 786.49 1,247.33 1,162.04

Heavy Vehicles 674.72 - 4.61 670.11 327.98 61.47 4.61 384.84 285.27 346.74

Computer 579.35 144.40 3.59 720.16 220.31 81.21 1.77 299.76 420.41 359.04

As at March 31, 2009 54,744.09 16,480.42 606.75 70,617.77 11,778.17 5,857.78 327.36 17,308.59 53,309.18 42,965.92

As at March 31, 2008 39,149.92 16,225.74 631.57 54,744.09 8,170.34 3,869.64 261.80 11,778.17 42,965.92 30,979.58

#During the year addition inludes Rs. 296.64 Lacs on account of translation reserve of fi xed assets as non - integral foreign operation of the company and corresponding depreciation Rs. 93.15 Lacs

in depreciation during the year.



71

31/03/2009 31/03/2008

Rs . In Lacs Rs . In Lacs

SCHEDULE ‘F’ INVESTMENTS:

(As verifi ed, valued and certifi ed by management)

(A) INVESTMENT IN SHARES :

Quoted-Non Trade - Long Term (each share of

Rs.10/- fully paid unless otherwise stated)

97 (97) Equity Shares of KEC International Ltd. 0.27 0.27

6 (6) Equity Shares of Octav Investment Ltd. - -

(Formerly MP Power Line Ltd.)

75 (75) Equity Shares of KEC Infrastructure Ltd. 0.01 0.01

750 (750) Equity Shares of Jyoti Structures Ltd. 0.11 0.11

(each share of Rs.2/- fully paid)

50 (50) Equity Shares of SPIC Ltd. 0.06 0.06

50 (50) Equity Shares of Larsen & Toubro Ltd. 0.07 0.07

(each share of Rs.2/- fully paid)

20 (20) Equity Shares of Ultratech Cement Ltd. 0.07 0.07

100 (100) Equity Shares of Transpower Engineering Ltd. 0.04 0.04

19,900 (19900) Equity Shares of Bank of India 8.96 8.96

5,200 (5200) Equity Shares of Union Bank of India 0.83 0.83

13,960 (13,960) Equity Shares of Indian Bank 12.70 12.70

48,366 (48,366) Equity Shares of Power Grid Corporation of India Ltd. 25.15 25.15

Unquoted - Long Term

14,476 (14,476) Equity Shares of Rs. 25/- each of Nutan Nagrik Sahakari Bank

Ltd.

3.62 3.62

Total A 51.89 51.89

(B) INVESTMENT IN MUTUAL FUND: Unquoted - Current Investment - Non Trade

Units of Mutual Funds

Nil (10000000)Birla FMP-Quarterly Series-2 Quartely Dividend - 1,000.00

Nil (5047240 ) Birla Sunlife Interval Income - Instl. Monthly Series-2 Div. - 504.73

Nil (4750413) Birla Dynamic Bond Fund - Retail - Quarterly Dividend -

Reinvestment

- 500.00

Nil (10019193) Birla Sunlife Interval Income - Instl. Monthly Series-1 Div. - 1,001.92

Nil (4998151 ) Kotak Quarterly Interval Plan Series 2 - Dividend - 500.00

Total B - 3,506.65

Total Cost (A+B) 51.89 3,558.54

Less : Provision against Diminution in Value of Investments 1.38 0.08

TOTAL 50.51 3,558.46

Notes:

1. Market value of Quoted Investments 110.56 131.31

2. Book value of Quoted Investments 48.27 48.27

3. Book value of Unquoted Investments 3.62 3,510.26



72

31/03/2009 31/03/2008

Rs . in Lacs Rs . in Lacs

SCHEDULE ‘G’ INVENTORIES : (As verifi ed, valued and certifi ed by management)

A) Transmission & Distribution Division: Raw Materials & Components (including goods in

transit Rs.1,057.80 Lacs (Rs.393.28 Lacs) 10,847.46 8,237.26



Construction & others Stores, Spares & Tools 1,901.27 2,085.30

Construction Work-in-Progress 1,773.77 -

Scraps 129.71 60.28

22,028.24 14,135.10

b) Real Estate Division:

Work in Progress 306.58 -


373.26 66.68

c) Bio-Mass Energy Division:

Fuel-Agricultural Residues 818.79 410.82


1,011.02 591.61

d) Construction:

Construction Materials, Stores & Spares 6,639.06 6,784.06

Finished goods 32.86 -

Work in Progress 1,453.68 3,553.76

8,125.60 10,337.82

e) Infrastructure Division:

Construction Material,Stores,Spares & Tools

[Including goods in transit Rs.76.46 Lacs (NIL)] 582.67 576.83

582.67 576.83

f ) Others:

Agro Commodities 571.64 1,066.69

Stores & Consumables 4.14 -

575.78 1,066.69

TOTAL 32,696.55 26,774.73

SCHEDULE ‘H’ SUNDRY DEBTORS : (Unsecured & considered good unless otherwise stated)

Debts outstanding for a period exceeding six

months (excluding retention money) 40,660.67 5,115.61

40,660.67 5,115.61

Other debts

(including retention money wholly Rs.33,943.05 Lacs 1,00,940.42 88,204.88

Previous Year Rs.28,475.28 Lacs )

TOTAL 1,41,601.09 93,320.49



73

31/03/2009 31/03/2008


SCHEDULE 'I' CASH AND BANK BALANCES: Cash in hand 203.13 218.07

Cheques in hand/Transit - 553.14

Balance with Scheduled Banks

On Current Accounts 976.94 3,474.87

On Deposit Accounts (Margin Money having lien by bankers) 20.38 354.75

FDR With Bank pledged for Overdraft facility 108.69 106.43

On Deposit Account 673.88 6,138.70

Balances with Non-Scheduled Banks (includes under lien of bank 3,842.20 -

Rs.389.25 Lacs (NIL)

TOTAL 5,825.22 10,845.96

SCHEDULE ‘J’ LOANS AND ADVANCES:

(Unsecured and considered good unless otherwise stated)

Advances recoverable in cash or in kind or for value to be received 15,981.73 13,007.00

Advance Income Tax 1,094.10 802.68

VAT / Sales Tax /Entry Tax (Net-off provision) 783.63 366.26

Other Current Assets 467.24 204.28

Accrued Income 271.13 59.93

Prepaid Expenses 3,277.00 3,044.42

Joint Ventures - Aggrawal JMC Joint Venture 291.03 79.26

Security / Margin Deposits 4,697.56 1,616.56

Advance for Land & Property 7,376.28 774.80

TOTAL 34,239.70 19,955.19

SCHEDULE ‘K’ CURRENT LIABILITIES & PROVISIONS:

CURRENT LIABILITIES :

Sundry Creditors 51,766.65 36,174.90

Unclaimed Matured Fixed Deposits 2.85 6.75

Unclaimed FD Interest 0.52 -

Unclaimed Share Application Money 0.43 0.43

Acceptances/Bills Payable 512.58 -

Advances from customers 32,795.87 30,531.75

Other Liabilities 15,536.81 12,433.66

Payables under letter of Credit 9,010.77 4,586.52

Interest accrued but not due 55.99 90.80

VAT / Sales Tax Payable/TDS/Service tax liablity 818.58 537.43

Unclaimed Dividend 20.58 16.91

(No amount is due for payment to Investor Equcation & Protection Fund)

1,10,521.63 84,379.15

PROVISIONS FOR :

Proposed Dividend on Equity Shares 1,987.50 1,987.50

Corporate Tax on Proposed Dividend 406.26 413.41

Current Taxation (Net of Advance Tax) 16.32 2.73

Fringe Benefi t Tax (Net of Advance Tax) 2.59 2.36

Leave Encashment 579.09 426.32

Gratuity 365.00 215.92

Performance Warranties / Defect Liability Expenses 8,677.08 6,724.45

Outstanding Contracts for options - 453.77

12,033.84 10,226.46

TOTAL 1,22,555.47 94,605.61



74

31/03/2009 31/03/2008


SCHEDULE ‘L’ MISCELLANEOUS EXPENDITURE: (to the extent not written off or adjusted)

Preliminary Expenses

Carrying amount at the begining 0.24 7.15

Less : Amortised during the year 0.06 5.01

0.18 2.14

Pre - Operative Expenses 5.93 11.04

Employee Compensation (ESOP) 275.52 330.59

Less : Amortised during the year (33.09) (55.08)

Less : Reversed during the year (82.58) -

TOTAL 165.96 288.69

SCHEDULE ‘M’ SALES & SERVICES: Sales, Erection & Works Contract Receipts

Transmission & Distribution Division 1,68,778.45 1,53,328.31

Real Estate Division 6.00 56.33

Bio-Mass Energy Division 4,763.27 3,665.03

Infrastructure Division 17,197.69 18,274.28

Mining Product 296.68 348.67

Construction Division 1,30,898.53 91,498.18

Trading of Commodity 5,399.55 2,934.19

3,27,340.17 2,70,104.99

Warehousing Charges 111.32 101.38

Equipment Hire Charges 5.72 Excise Duty / Jcci Refund & Rebate 177.19 311.31

Material Processing Charges 0.40 3.78

Service Provider Fees 84.34 25.95

Exchange Rate Variation (Net) - -

TOTAL 3,27,719.14 2,70,547.41

SCHEDULE ‘N’ OTHER INCOME:

Profi t on Sale of fi xed assets 16.08 35.67

Share of Profi t in JV 296.43 90.52

Miscellaneous Income 435.14 163.65

Rent Received 15.39 -

Certifi ed Emission Reduction Receipts 578.28 90.23

Dividend from Current Investment 73.09 611.53

Dividend from Long Term Investment 3.58 1.62

Vatav - Kasar 5.44 15.52

Bad Debts Recovered - 4.13

Liabilities Written Back 193.52 217.01

Insurance Claims 221.66 347.73

Interest Income (Gross) 1,622.14 932.56

TOTAL 3,460.75 2,510.20



75

31/03/2009 31/03/2008


SCHEDULE ‘O’ INCREASE (DECREASE) IN STOCKS:

a) Transmission & Distribution Division:

STOCK AT CLOSE :



Work in Progress 1,536.92 -

Scrap 77.22 60.28

8,990.17 3,812.54



Semi-fi nished Goods 941.73 1,250.73

Scrap 60.28 91.31

3,812.54 4,919.73

5,177.63 (1,107.19)

b) Construction Division:

STOCK AT CLOSE :

Finished Goods - -

Semi-fi nished Goods 1,459.48 3,553.76

1,459.48 3,553.76


Finished Goods - -

Semi-fi nished Goods 3,553.76 1,156.52

3,553.76 1,156.52

(2,094.28) 2,397.25

c) Other

STOCK AT CLOSE :

Finished Goods 638.32 1,133.37

Semi-fi nished Goods - -

638.32 1,133.37


Finished Goods 1,133.37 206.83

Semi-fi nished Goods - -

1,133.37 206.83

(495.05) 926.54

TOTAL 2,588.30 2,216.60

SCHEDULE ‘P’ EMPLOYEES EMOLUMENTS:

Salaries, Wages, Bonus 17,330.86 13,121.64

Contribution to Providend & Other Funds (includes social security 1,270.75 971.21

and other benefi ts for overseas employees)

Employees Compensation (Net of Write Back) 58.86 55.00

Employees' Welfare Expenses 1,219.40 1,073.67

TOTAL 19,879.87 15,221.52



76

31/03/2009 31/03/2008


SCHEDULE ‘Q’ MANUFACTURING & OPERATING EXPENSES:

Erection & Sub-contracting Exp. 36,601.95 33,496.49

Job charges 1,048.46 749.12

Power & Fuel 661.10 524.23

Repairs & Maintenance:

Plant & Machinery 4,851.84 3,813.47

Building and Others 151.85 108.85

Other 28.85 44.39

Work Charges 22,775.66 15,364.43

Composite Work Charges 11,662.64 7,782.53

Electricity Chareges 604.22 413.14

Security Expenses 471.54 319.49

Freight & Forwarding Expenses 2,360.68 2,309.63

Stores, Spares and Tools Consumed 836.40 661.89

Vehicle/ Equipment Running & Hire Charges 3,156.40 2,306.79

Testing Expenses 131.00 145.22

Pollution Control Expense 46.57 38.43

Other Operating Expenses 2,658.73 1,654.40

Pre-operative direct Expenses 173.78 -

Less : Transfer to Work In Progress (173.78) -

TOTAL 88,047.89 69,732.54

SCHEDULE ‘R’ ADMINISTRATIVE, SELLING & OTHER EXPENSES:

Insurance Charges 1,372.98 1,408.83

Vehicles Maintenance Charges 223.85 194.84

Rent 1,300.02 886.07

Rates & Taxes 53.06 91.44

Stationery,Printing & Drawing Expenses 293.64 277.09

Advertisement Expenses 10.77 28.69

Telecommunication Expenses 438.38 382.68

Travelling Expenses 1,275.01 1,016.99

Legal & Professional Expenses 727.41 726.16

Conveyance Expenses 154.83 101.72


Audit Fees 67.78 46.03

General Expenses 385.80 269.62

Offi ce Expenses 140.48 67.10

Preliminary Exp. Written Off 7.53 5.01

Miscellaneous Expenses 1,031.79 1,530.91

Share issue expenses 6.70 9.26

Computer Expenses 86.10 74.19

Taxes, Duties & Cess 5,737.37 4,536.50

Selling Expenses 221.72 173.64

Training Expenses 23.13 32.92

Loss on sale of assets 7.74 102.81

Bad Debts Written Off 4.81 510.28

Loss on Investments (Share of loss in JV fi rm) 147.38 12.45



77

31/03/2009 31/03/2008


Balances Written Off 12.06 45.82

Performance Warranties / Defect Liability Expenses 2,655.25 2,735.67

Loss by Th eft/Damage/Fire 117.52 107.58

Service Tax 1,491.86 3,077.57

Exchange Rate Variation 777.48 167.09

Carbon Credit Expenses 5.88 9.34

Loss on Outstanding Contracts for options - 453.77

Foreign currency Transt.Expenses - 3.35

Provision for Diminution in value of Investments 1.30 -


TOTAL 19,164.56 19,540.39

SCHEDULE ‘S' FINANCIAL EXPENSES:

Interest

On Term Loans 1,371.97 772.19

Others 7,820.02 4,082.38

Bank Commission & Charges 1,841.96 1,493.62

Other Financial Expenses 459.05 387.48

11,493.00 6,735.67

Add : Exchange rate variation 2,321.42 -


TOTAL 13,688.41 6,735.67



78

1. Signifi cant Accounting Policies:

A. Basis of Preparation:

Th e Consolidated fi nancial statements of Kalpataru Power Transmission Limited, (‘‘the parent’’) and its subsidiaries collectively

referred as (“the group”) are prepared in accordance with relevant accounting standards under the historical cost convention,

except as stated in note C (i). Th e accounts have been prepared on accrual basis of accountancy in accordance with the

accounting principles generally accepted in India.

B. Principles of Consolidation:

Th e fi nancial statement of the subsidiary companies used in the consolidation are drawn upto the same reporting date as of the Parent.

Th e consolidated fi nancial statements have been prepared on the following basis:

(i) Th e fi nancial statements of the parent and its subsidiaries have been combined on line-by-line basis by adding together,

like items of assets, liabilities, income and expenses. Inter-company balances and transactions and unrealized profi ts or

losses have been fully eliminated.

(ii) Interest in two jointly controlled entities have been reported by not using proportionate consolidation and the share of

the profi t/loss only from joint venture entities has been accounted for, for the reason, as explained in Note No. 6 (ii) of

these accounts.

(iii) Th e excess of cost to the parent of its investments in subsidiary companies over its share of the equity of the subsidiary

companies at the dates, on which the investments in the subsidiary companies are made, is recognized as “Goodwill”

being an asset in the consolidated fi nancial statements.

(iv) Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the

minority shareholders at the date on which investments are made by the parent in the subsidiary companies.

C. Fixed Assets:

(i) Fixed assets are stated at cost of acquisition/construction/revalued amount less accumulated depreciation less impairment

losses if any.

(ii) Cost is inclusive of all identifi able expenditure incurred to bring the assets to their working condition for their intended

use. When an asset is demolished, disposed off , destroyed the cost and related depreciations are removed from the

books of accounts and the resultant profi t or loss, is refl ected in the profi t & loss Account. Direct cost as well as related

incidental expenses incurred on assets that are not yet ready for their intended use or not put to use as on the balance

sheet date are stated as Capital Work In Progress.

D. Depreciation:

Depreciation is provided on the basis of straight-line method on all depreciable fi xed assets at the rate prescribed in

Schedule–XIV of the Companies Act, 1956, on prorata basis except:

i) Depreciation pertaining to assets of Research & Development Centre, Export Oriented Unit, Mining & Quarries and

operating leases are provided on the basis of written down value method.

ii) Depreciation in Bio-mass Energy plants are provided on plant and machinery at a higher rate at 7.5% instead of the

prescribed rate for continuous process plant considering the useful life of plant supported by technical evaluation and

report.

iii) In case of revalued assets the diff erence between the depreciation based on revaluation and the depreciation charged on

historical cost is recouped out of revaluation reserve.

iv) Depreciation on overseas projects assets are provided at the rates as per the requirement of law of respective foreign

countries and as per such rates depreciation provided in each overseas project is higher than the depreciation at prescribed

rates under Schedule-XIV of the companies Act, 1956.

v) Deprecation on all the vehicles in the group is provided at a higher rate at15% instead of the prescribed rate, considering

the useful life of vehicle based on technical evaluation of the management.

vi) Considering the useful life based on technical evaluation by the management, higher rate than the prescribed rates are

applied on a few shuttering items of machineries at the rate of 30%, offi ce equipments @ 12.5%, on all vehicles @ 15%

and remaining Plant & Machineries which are acquired on or after October 1, 2005 @ 12.5%.

SCHEDULE ‘T’ CONSOLIDATED NOTES FORMING PART OF ACCOUNTS


79

E. Revenue Recognition:

(i) Transmission & Distribution:

Sales are recognized on delivery of materials. Sales includes excise duty and export benefi ts being Duty Entitlement Pass

book credits but excludes Sales Tax.

Erection and Works Contract revenue for work completed are recognized on percentage of completion method based on

completion of physical proportion of the contract work. When it is probable that total contract cost will exceed the total

contract revenue, the expected loss is recognized immediately.

(ii) Real Estate:

Revenue is recognised at the time of transfer of signifi cant risks and rewards of ownership to the buyer on executing

agreement for sale and estimated cost of completion against Sales recognized, wherever applicable, is provided for in

profi t and loss account. Advances received against booking of units are appearing as current liabilities.

(iii) Bio-mass Energy:

Revenue is recognised on supply of electricity generated to the customer.

(iv) Infrastructure:

Revenue is recognized by adding the aggregate cost and proportionate margin using the percentage completion method.

Percentage of completion is determined as a proportion of cost incurred to date to the total estimated contract cost.

(v) Construction:

Running Account Bills for work completed are recognized on percentage of completion method based on completion of

physical proportion of the contract work. Income on account of claims and extra item work is recognized to the extent

group expects reasonable certainty about receipts or acceptance from the client. When it is probable that total contract

cost will exceed the total contract revenue, the expected loss is recognized immediately.

(vi) Warehousing:

i) Revenue from Warehousing facility under arrangement with National Collateral Management Services Ltd.

(NCMSL) is recognized as per warehouse utilization by customers at prescribed rates by National Commodity

& Derivatives Exchange Ltd. (NCDEX), on the basis of 60% of revenue earned through NCMSL in terms of

the agreement of the group with them, on the basis of details of warehouse charges earned by them from the

Warehouses of the the group as franchisee.

ii) Revenue from Cold storage and other warehousing facility other than (vi)(i) above is recognized mainly as per

prevailing rules and regulations of Local mandi / market, for storage of commodities. However at the end of the year

revenue, if any, remain to be booked is accounted for as accrued income under the accrual system of Accounting.

(vii) Other income:

a) Dividends are recorded when the right to receive payment is established.

b) Interest income is recognized on time proportion basis.

F. Inventories:

(i) Transmission & Distribution:

Raw Materials, Semi-fi nished goods, Finished goods, scraps, construction work in progress and construction & other

store spare & tools and trading goods are stated at lower of cost and net realizable value. Th e cost of inventories is

computed on FIFO basis.

(ii) Real Estate:

Finished and semi fi nished inventory are stated at lower of cost and net realisable value. Cost is computed on average

cost basis which includes payments made against agreement to purchase land, development cost direct and attributable

towards the specifi c real estate project and cost of borrowings as stated in note 1 L.

(iii) Bio-mass Energy:

Fuel and stores, spares & tools are stated at lower of cost and net realizable value. Th e cost of fuel is computed on

weighted average basis and stores, spares & tools are computed on FIFO basis.

(iv) Infrastructure:

Construction material and stores, spares & tools are valued at lower of cost or net realizable value. Th e cost is computed

on FIFO basis.


80

(v) Construction:

Construction material, stores and spares are valued at lower of cost or net realisable value. Cost includes cost of purchase

and other expenses incurred in bringing inventory to their respective present location and condition. Cost is determined

using FIFO method of inventory valuation.

Work in process is valued at lower of cost and net realizable value. In case where work is completed but Running Account

bill can not be raised on client due to contractual conditions, the work in progress is valued at contract rates.

(vi) Warehousing:

Trading goods are stated at lower of cost and net realizable value. Th e cost of inventories is computed on FIFO basis.

G. Investments:

Long term Investments are stated at cost after deducting the provision for diminution in value, if any, other than of a

temporary nature. Current investments are stated at lower of cost or fair value.

H. Retirement Benefi ts:

(i) Gratuity liability is provided under a defi ned benefi t plan, under group Gratuity Cash Accumulation Scheme of the Life

Insurance Corporation of India under irrevocable trust. Th e Groups’ liability towards gratuity is determined on the basis

of actuarial valuation done by an independent actuary.

(ii) Contribution to Provident Fund and Superannuation Fund, other a defi ned contribution plan are charged to Profi t &

Loss Account.

(iii) Provision for leave encashment liability is made on Actuarial valuation as at the balance Sheet date.

(iv) All other short-term employee benefi ts are recognized as an expense at the undiscounted amount in the profi t and loss

account of the year in which the related service is rendered.

I. Excise/Custom Duty :

Th e liability for excise and custom duty in respect of materials lying in factory/bonded premises is accounted for as and when

they are cleared/debonded.

J. Deferred Revenue Expenses :

Preliminary expenses incurred till March 31, 2003 are amortized over a period of fi ve years and incurred after March 31, 2003

are charged to revenue.

K. Foreign Currency Transactions:

Transactions in foreign currency are accounted for at the exchange rate prevailing on the date of transactions. Assets and

liabilities, remaining unsettled at the end of the year are translated at the exchange rate prevailing at the end of the year and

diff erence is adjusted to respective accounts in profi t & loss account. Th e exchange gain or loss between forward exchange

contract rate and exchange rate at the date of transaction are recognized in profi t and loss account over the life of the

contract.

Translation of overseas jobs / branches of a non-integral foreign operation are translated: -

i) Assets and liabilities at rates prevailing at the end of the year,

ii) Income and expenses at the average rate for the year, and

iii) Resulting exchange diff erences is accumulated in foreign currency translation reserve account.

In respect of foreign currency option contracts which are entered into hedge, the cost of these contracts, if any, is expensed

cover the period of the contract. Any profi t or loss arising on settlement or cancellation of currency options is recognized as

income or expenses for the period in which settlement or cancellation takes place.

L. Borrowing Cost:

Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalized

as part of the cost of such assets. All other borrowing costs are recognized as expense in the period in which they are

incurred.

M. Impairment of assets:

Th e carrying amount of assets is reviewed at each balance sheet date to determine whether there is any indication of impairment.

If any such indication exists, the recoverable amount of the assets is estimated. An impairment loss is recognized whenever the


81

carrying amount of an asset or its cash generating units exceeds its recoverable amount. An impairment loss is reversed if there

has been a change in the estimates used to determine the recoverable amount and recognized in compliance with AS-28.

N. Taxes on Income:

i) Tax on income for the current period is determined on the basis of estimated taxable income and tax credit computed in

accordance with the provisions of the Income Tax Act, 1961.

ii) Deferred tax is recognized on timing diff erence between the accounting income and the estimated taxable income for the

period and quantifi ed using the tax rates and laws enacted or substantively enacted as on the balance sheet date.

iii) Deferred tax assets which arise mainly on account of unabsorbed losses or unabsorbed depreciation are recognized and

carried forward only to the extent that there is virtual certainty supported by convincing evidence that suffi cient future

taxable income will be available against which such deferred tax assets can be realized.

iv) Fringe Benefi ts Tax is measured at the specifi ed rates on the value of Fringe Benefi ts in accordance with the provisions

of the Section 115 WC of the Income tax Act, 1961.

O. Commodity Hedging:

In order to hedge risk on purchases of material exposed to commodity price risk, the group enters into forward contracts in

future market. Th e group does not enter into such hedging contracts or transactions for speculative purposes. Th e hedging

transactions are used only for the purpose to manage exposure to commodity price risks. Th e income and gain/loss arising on

this account are recorded at the time of settlement /cancellation whether during the year or succeeding year and are adjusted

as part of cost of the respective material.

P. Accounting for Project Mobilization expenses:

Expenditure incurred on mobilization and creation of facilities for site is written off in proportion to work done at respective

sites so as to absorb such expenditure during the tenure of the contract.

Q. Use of Estimates:

Th e presentation of fi nancial statements requires certain estimates and assumptions. Th ese estimates and assumptions aff ect

the reported amount of assets and liabilities on the date of the fi nancial statements and the reported amount of revenues and

expenses during the reporting period. Diff erence between the actual result and estimates are recognized in the period in which

the results are known /materialized.

R. Provisions, Contingent Liabilities and Contingent Assets:

i) Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation

as a result of past events and that probability requires an outfl ow of resources.

ii) A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but

probably will not, require an outfl ow of resources. Where there is a possible obligation or a present obligation in respect

of which the likelihood of outfl ow of resources is remote, no disclosure is made.

2. Particulars of Subsidiaries:

Name of the Subsidiaries With Eff ect From Country of

Incorporation

Percentage of

voting power as at

March 31, 2009

Subsidiaries (held directly)JMC Projects (India) Limited 06.02.2007 India 53.02%

Energylink (India) Limited 30.01.2007 India 100.00%

Shree Shubham Logistics Limited 19.03.2007 India 80.00%

Amber Real Estate Limited 16.05.2008 India 100.00%

Kalpataru Power Trasmission Nigeria Limited 19.05.2008 Nigeria 100.00%

Kalpataru SA (Pty) Limited 03.09.2008 South Africa 74.90%

Kalpataru Power Trasmission (Mauritius) Limited 08.01.2009 Mauritius 100.00%

Subsidiaries (held indirectly)JMC Mining & Quarries Limited, a subsidiary of JMC Projects (India) Limited

06.02.2007 India 53.02%


82

2008-2009(Rs. in Lacs)

2007-2008(Rs. in Lacs)

3. Contingent liabilities in respect of:i) Bank guarantees 1,651.04 566.50ii) Claims against the group not acknowledged as debt (Refer Note below) 1,979.16 1,550.50

iii) Bonds/Undertaking given by the group for concessional duty/exemption to customs

2,225.63 3,500.00

iv) Service tax/Entry Tax/Sales Tax/Royalty/ Stamps duty disputed 2,073.18 1,315.10v) Benefi t of countervailing duty under Custom Law disputed by the

department57.11 57.10

vi) Penalty for delayed payment of Service tax disputed before Appellate authority already stayed unconditionally

120.29 120.30

viii) Guarantees/Letter of Comfort given in respect of loans provided to Subsidiary Company

1,261.10 2,151.10

ix) Corporate Guarantee given to banks and others 8,515.10 -x) Guarantee given in respect of Performance of contracts of Joint

Ventures entities in which one of the subsidiary is one of the member.14,219.07 17,881.30

Note: In case where the group has raised claims on clients against which counter claims have been raised by clients, the excess of counter

claims raised by the client over the amount of claims raised by

group are only considered in the above fi gures.4. Th e estimated amount of contracts remaining to be executed on capital

account not provided for16,903.49 5,089.50

5. Payment to Managerial Personnel of the groupSalary 373.19 284.10 Contribution to Provident Fund 33.59 25.00 Commission 579.21 1,056.10

TOTAL 985.99 1,365.20

6. Joint Ventures

i) Th e group has entered into consortium Joint Venture named JMC-Associated JV, JMC-Tantia JV, JMC-Taher Ali JV, JMC- PPPL JV, JMC-MSKE JV, GIL-JMC JV under work sharing arrangement. Th e revenue for work done is accounted in accordance with the accounting policy followed by the group as that of independent contractor to the extent work is executed.

ii) In respect of contracts executed in Joint Ventures entities, the services rendered to the Joint Venture entities are accounted as income for the work done. Th e share of profi t / loss in Joint Venture entities has been accounted for and the same is refl ected as investments or current liabilities in books of the group.

The list of Joint Venture entities :Name of the Joint Venture Name of Venture Partner Method of Accouting Share of Interest

a. Aggrawal - JMC JV Dinesh Chandra Aggrawal Infrcon Pvt. Ltd. Percentage of Completion 50%b. JMC - Sadbhav JV Sadbhav Engineering Ltd. Percentage of Completion 50.50%

Details of proportionate share in the Assets, Liabilities, Income and Expenditure of the group in its Joint Venture entities is given

below:

Agrawal JMC JV JMC Sadbhav JVAs at March 31,

2009As at March 31,

2008


As at March 31,

2008

% of Holding 50.00% 50.00% 50.50% 50.50%

Assets 2,161.90 1,284.34 967.10 994.40Liabilities 2,016.40 1,265.90 1,047.76 1,000.70

Income 8,961.32 7,757.60 425.55 169.50

Expenditure 8,845.04 7,633.00 499.97 175.70

Th e aforesaid two Joint Venture Entities have not been consolidated using proportionate consolidation and only the share of profi t / loss therein has been accounted for, as in view of the management, both the JV entities are formed for specifi c project and with a view to subsequent disposal on completion of specifi c projects in near future and accordingly they fall in the exception for

proportionate consolidation as per para 29 of As-27.


83

7. Th e disclosure as to provision for performance warranties/defect liability expenses:

As at March 31, 2009 (Rs. in Lacs)

As at March 31, 2008(Rs. in Lacs)

Carrying amount at the beginning 6,724.45 4,424.50

Add : Provision/Expenses during the Year 3,658.36Less : Reversal of Provision on fi nality of Warrantee &

Guarantee (1,003.21) 2,655.15 2,735.70

Less : Utilisation during the year (617.49) (435.80)

Less: Excess expenses during the year (85.02) -

Carrying amount at the close 8,677.09 6,724.40

8. 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 diff erences amounting to Rs. 2,059.27 Lacs is accounted for using applicable current rate of

tax.

As at March 31, 2009Rs. in Lacs


Rs. in Lacs


Less: Deferred tax assets

i. U/s 43B of IT Act, 1961 731.78 205.60

ii. Others 12.90 75.10

2,059.27 2,103.20

9. Information in accordance with the requirement of the AS-7 issued by the Institute of Chartered Accountants of India as

follows:

March 31, 2009 March 31, 2008


1. Amount of Contract Revenue Recognized as

Revenue in the period

1,95,570.13 1,55,983.30

2. Disclosure in respect of contract in progress at the Reporting

Date

(a) Contract cost incurred & Recognized Profi t less Recognized

losses upto the reporting date

3,55,455.88 2,31,321.70

(b) Advance Received 22,918.54 29,098.60

(c) Retention 15,828.90 14,174.90

3. Due to Customer - -

4. Due from Customers 32,074.45 25,147.10

10. Zinc and Aluminum are internationally traded commodities and prices refer from the quotations on the London Metal

Exchange / London Metal Bullion Association. Th e group faces commodities price risks arising from the time leg between

the purchases of Zinc and Aluminum and sale of product. In order to hedge its exposure to commodity price risk, the group

enters into forward contracts in future market. Th e group does not enter into such hedging contracts or transactions for

speculative purposes. Th e hedging transactions are used only for the purposes to manage exposure to commodity price risks.

Th e income and gain/loss arising on this account are recorded at the time of settlement / cancellation whether during this year

or succeeding year and are adjusted as part of cost of the respective material.


84

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

(a) List of related persons

(i) Associates:

• JMC-Associated

• Aggrawal-JMC

• JMC-Sadbhav

• JMC-Taher Ali

• JMC-PPPL

• JMC-Associated SJV

• JMC-Tantia

• JMC-MSKE-JV

(ii) Key Management Personnel and their Relatives

• K.V. Mani - Managing Director

• Pankaj Sachdeva - Deputy Managing Director

• Ajay Munot - Executive Director

• Manish Mohnot - Executive Director

• Hemant Modi - Vice Chairman & Managing Director

• Suhas Joshi - Managing Director

• M.D. Khattar - Managing Director

• Aditya Bafna - Wholetime Director

• Shubhendra Bafna - Wholetime Director

• Late Mr. I.K. Modi - Relative of Key Managerial Personnel

• Mrs. Suverna I Modi - Relative of Key Managerial Personnel

• Mrs. Sonal H. Modi - Relative of Key Managerial Personnel

• Ms. Ami H. Modi - Relative of Key Managerial Personnel

(iii) Enterprises under signifi cant infl uence and Relative of key management personnel (EKMP):

• Shubham Industries

• Kalpataru Properties Private Limited

• M/s Habitat

• Property Solution (India) Private Limited

• Yugdharam Real Estate Private Limited

• Durable Trading Co. Private Limited

• P.K.Velu & Co. Private Limited

• Saicharan Properties Limited

• Kalpataru Limited

• Shubham International

• Shubham Corporation

• Shubham Agro

• Kalpataru Th eatres Private Limited

• JMC Infrastructure Limited

• SAI Consultant Engineers Private Limited

• JMC Consultant & Developers Private Limited

• JMC Construction

(b) Th e following transactions were carried out during the year with related parties in the ordinary course of business:

(Rs. in Lacs)

Sr.No.

Particulars Associates Key ManagerialPersonnel and their

relatives

Enterprises under Signifi cant

Infl uenceTransaction during the Year

1 Reimbursement of expenses - - 35.52

(-) (-) (21.60)

2 Space usage charges received - - 1.05

(-) (-) (0.10)


85

Sr.No.

Particulars Associates Key ManagerialPersonnel and their

relatives

Enterprises under Signifi cant

Infl uence3 Rent Paid - - 315.54

(-) (-) (305.60)

4 Hire Charges - - -

(-) (-) (0.50)

5 Interest received - - 11.22

(-) (9.10) (-)

6 Purchases of Flats - - -

(-) (-) (342.50)

7 Rent Received - - 0.10

(-) (-) (0.20)

8 Purchase of Goods/ Assets - - 72.53

(-) (20.90) (216.30)

9 Salary & Commission - 923.68 -

(-) (1,262.80) (-)

10 Sub-Contract charges received 24,573.12 - -

(16,350.90) (-) (-)

11 Income from Services rendered - - -

(-) (-) (1.10)

12 Fixed Deposit Matured/Renewed - - -

(-) (-) (1.00)

13 Interest Paid - - -

(-) (-) (0.30)

14 Loan/Deposit Repaid during the year - - 2,305.39

(-) (-) (1,101.90)

15 Loan Received during the year - - 1,310.14

(-) (-) (-)

16 Share of Profi t in Joint Venture 296.43 - -

(-) (-) (-)

17 Share of Loss in Joint Venture 147.38 - -

(-) (-) (-)

18 Dividend Paid - 27.47 -

(-) (-) (-)

19 Advance Against Property - - 6,500.00

(-) (-) (-)

20 Security Deposit Against Rental Property - - 3,216.44

(-) (-) (-)

Balance as on 31/03/20091 Debtors 4,225.36 - 138.40

(1,175.05) (-) (-)

2 Security Deposit Against Rental Property - - 3,326.17

(-) (-) (109.60)

3 Advance Against Property - - 6,500.00

(-) (-) (-)

4 Other Loans & Advances 1,204.91 - -

(1,860.85) (-) (-)

5 Loan taken - - 128.44

(-) (-) (-)

6 Current Liabilities 1,817.45 277.71 2.33

(5,151.20) (-) (-)


86

12. Th e disclosure requirement as per Accounting Standard 17 segment reporting is :

(Rs.in Lacs)S.N. Particulars Segment

T&D# RED# BM# INFRA# Contract Receipts

Others Unallocable

Consolidated

(I) Business Segment1 Revenue :

Sales & Services 1,65,626.78(1,50,272.25)

6.00(56.28)

4,763.27(3,659.19)

17,194.89(18,274.28)

1,31,195.21(91,846.84)

5,643.45(3,065.30)

-(-)

3,24,429.60(2,67,174.14)

Other Operating Income 309.77(540.82)

-(-)

66.70(204.53)

42.72(54.33)

1,034.79(567.50)

27.51(16.16)

-(-)

1,481.49(1,383.34)

Net Sales/Income from Operation

1,65,936.55(1,50,813.14)

6.00(56.28)

4,829.97(3,863.72)

17,237.61(18,328.61)

1,32,230.00(92,414.34)

5,670.96(3,081.46)

-(-)

3,25,911.09(2,68,557.48)

Add : Other Income 513.07(1.07)

4.00(0.51)

578.28(98.05)

-(-)

16.95(37.00)

-(-)

1,044.15(1,300.53)

2,156.45(1,437.16)

Total 1,66,449.62(1,50,814.14)

10.00(56.79)

5,408.25(3,961.77)

17,237.61(18,328.61)

1,32,246.95(92,451.34)

5,670.96(3,081.46)

1,044.15(1,300.53)

3,28,067.54(2,69,994.64)

2 Segment Result Before Interest 16,146.14(18,297.30)

4.44(23.49)

1,571.90(1,094.96)

1,541.73(3,154.66)

7,855.36(5,609.18)

345.37(224.92)

1,044.15(1,300.53)

28,509.09(29,705.04)

Interest 11,513.17(4,854.56)

Profi t after Interest 16,995.92(24,850.48)

Extra Ordinary Item -(-)

3 Current Tax (including FBT) 4,211.88(6,276.90)

4 Deferred Tax - 43.40(608.12)

5 Net Profi t after Tax 12,827.44(17,965.46)

6 Segment Asset 1,74,384.79(1,17,921.09)

4,081.50(1,188.26)

7,306.59(17,259.36)

23,337.57(18,549.41)

80,756.63(64,442.06)

22,201.27(5,691.32)

4,586.98(12,203.51)

3,16,655.33(2,27,255.01)

7 Segment Liability 68,588.96(53,247.72)

36.00(30.78)

146.13(158.83)

10,547.90(4,211.00)

40,586.56(34,162.15)

1,439.02(155.05)

4,465.06(4,433.37)

1,25,809.63(96,398.90)

Capital Employed ( 6 - 7 ) 1,05,795.83(64,673.37)

4,045.50(1,157.48)

7,160.46(7,100.53)

12,789.67(14,338.41)

40,170.07(30,278.91)

20,762.25(5,536.27)

121.92(7,695.61)

1,90,845.70(1,30,786.36)

8 Capital Expenditure(Including CWIP)

4,410.52(2,571.24)

-(-)

94.92(273.63)

2,612.54(1,270.95)

6,025.25(10,704.57)

14,394.92(1,572.62)

-(-)

27,538.15(16,393.01)

9 Depreciation 1,355.85(1,016.87)

1.30(1.42)

460.13(447.30)

914.53(714.82)

3,006.20(1,676.90)

21.09(7.68)

-(-)

5,759.10(3,864.99)

(II) Geographical Segment

Revenue

India 1,14,040.51(1,00,753.63)

6.00(56.28)

4,829.97(3,863.72)

17,237.61(18,328.51)

1,32,230.00(92,414.34)

5,670.96(3,081.46)

-(-)

2,74,015.05(2,18,498.04)

Outside India 51,896.04(50,059.44)

- (-)

-(-)

-(-)

- (-)

-(-)

-(-)

51,896.04(50,059.44)

Total 1,65,936.55(1,50,813.07)

6.00(56.28)

4,829.97(3,863.72)

17,237.61(18,328.61)

1,32,230.00(92,414.34)

5,670.96(3,081.46)

-(-)

3,25,911.09(2,68,557.48)

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

*Contract receipts includes mining receipt of JMC Mining and Quarries Ltd.


87

13. Th e foreign currency exposures of group, which are not hedged, are as under:

(Rs. In Lacs)

2008-2009 2007-2008EURO / USD USD / INR EURO / USD USD / INR

Receivables - - - 255.30

Payables 13.67 170.65 16.90 168.60

14. Th e parent 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 & (iv) Dadari-Panipat in Infrastructure Division, sharing contract

receipts. Th e 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.

15. Th e Group signifi cant leasing/ licensing arrangements/ (leasing arrangements) are mainly in respect of residential /

offi ce premises and equipments (operating lease). Th e aggregate lease rental payable on these leasing arrangements are

charged as rent and equipment hire charges in these accounts amounting to Rs. 2,752.44 Lacs (previous year Rs. 1,667.00

Lacs).

Th ese leasing arrangements are for a period not exceeding 5 years and are in most cases renewal 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.512.33

Lacs (previous year Rs. 67.86 Lacs) and for later than 1 year but not later than 5 years is Rs. 858.58 Lacs. (previous year

Rs. 69.10 Lacs).

16. Interest income of the group comprises of :-

2008-09(Rs. in Lacs)

2007-08

(Rs. In Lacs)

a) Fixed Deposit with Banks 217.95 329.30

b) Margin Money with Banks 70.26 173.20

c) Inter-Corporate Deposits 767.01 370.90

d) Subsidiary Companies 477.65 121.70

e) Others 72.84 29.60

f ) Clients accounts 5.21 13.40

g) Loan to EKMP 11.22 -

Total 1,622.14 1,038.10

17. Erection and Sub-Contracting expenses of group comprises of:

2008-09(Rs in Lacs)

2007-08

(Rs in Lacs)

a) Sub-contracting expenses 19,771.09 20,948.16

b) Construction material & stores, spares Consumed 10,253.37 8,544.72

c) Power & Fuel 1,440.05 1,096.29

d) Freight & Forwarding Expenses 1,513.83 519.57

e) Others 3,623.61 2,387.75

Total 36,601.95 33,496.49

18. 47,77,000 equity shares of Rs.10/- each at a premium of Rs. 717/- per share were issued in the fi nancial year 2006-07

by the parent to the Qualifi ed Institutional Investors under Chapter XIII-A of the SEBI (Disclosure and Investor

Protection) Guidelines, 2000 for the purpose of capital expenditure, working capital, development of EPC services,

infrastructure business and real estate business as may be permissible under applicable laws and government policies, and

for general corporate purposes, including strategic initiatives, such as strategic relationships, investments or acquisitions

and improving the leveraging strength of the group. Th e proceeds from the issue have been utilized for the said purpose

as follows:


88

As at March 31, 2009(Rs. in Lacs)


(Rs. in Lacs)

Utilisation in Working Capital 1,6127.50 13,689.80

Investments in Subsidiary Companies 9,590.70 8,262.40

Capital Expenditure 4,257.00 686.00

Fixed Deposits with Banks - 5,500.00

Investments in units of Mutual Funds - 3,500.00

Inter Corporate Deposits - 1,266.00

Investment in Real Estate Project 4,000.00 1,071.00

Share Issue Expenses 753.60 753.60

Total 34,728.80 34,728.80

19. Th e Capital Work In Progress of Rs. 1,13,26,87,996 of the group consists of the following activites :

Rs. in LacsTransmission Line Tower 345.06

Software Development 562.63

Biomass 10.67

Infrastructure 81.14

Construction 203.07

Warehousing Development 6,166.81

Real Estate Development 3,957.50

Total 11,326.88

20. During the year the group has changed the rates of depreciation on some of Offi ce Equipments from 4.75% and 6.33%

to 12.50% considering the useful life based on technical evaluation by management. Due to this the group has charged

additional depreciation of Rs. 8.90 Lacs in the Profi t & Loss A/c of the current year and consequently the Profi ts for the

year is lower to that extent.

21. Pursuant to the retrospective amendment (with eff ect from December 7, 2006) to Accounting Standard (AS 11) on

“Eff ects of changes in foreign exchange rates” vide GSR notifi cation 225 (E) dated March 31, 2009, the Subsidiary

M/s JMC Projects (India) Ltd. has capitalized the exchange rate variation of Rs.91.52 Lacs for the current year and the

impact of depreciation thereon being Rs. 4.16 Lacs has been charged to Profi t and Loss account of the current year. Th e

aforesaid subsidiary has also capitalized the exchange variation loss of Rs.5.32 Lacs for the fi nancial year 2007-08 and

the corresponding adjustment has been given in General Reserve. Depreciation on the fi xed Assets relating to above

amounting to Rs. 0.66 Lacs has also been charged to current year’s profi t and loss account.

22. During the year the group has recognized revenue of Rs. 775.00 Lacs as amount of claim to the extent of expenditure by

the group, in view of the reasonable certainty of its realization.

23. Figures pertaining to the group companies have been re-classifi ed wherever necessary to bring them in line with the

parent’s fi nancial statements.

24. Previous year fi gures have been regrouped/rearranged wherever considered necessary. Figures for the previous year for

subsidiary named Amber Real Estate Limited are not included as the same became the subsidiary in current year.

Signatures to Schedules ‘A’ to ‘T’




(M. No. 13707) (M. No. 35701)




89

INFLOW/OUTFLOW(Rs. in Lacs)

2008-2009 2007-2008A. CASH FLOW FROM OPERATING ACTIVITIES:

Net profi t before taxation, and extraordinary items 16,995.92 24,850.48

Adjustments for :


Interest Paid 9,191.99 4,854.57

Dividend Received (76.67) (613.16)

Interest Received (1,622.14) (932.56)

Amortisation of Preliminary and Share Issue Expenses 7.53 5.01

Provision for Diminution in Investment 1.30 (0.16)

Loss (-) Profi t on sale of assets (8.34) 67.13

Foreign Currency Translation Diff erence (186.82) (20.39)

Gratuity Liability (1.75) -

Transfer of Exchange Rate Diff erence 5.33 -

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 30,065.45 32,075.91 Adjustment for:

Trade and other Receivables (69,529.18) (39,429.22)

Inventories (5,921.82) (7,870.22)

Margin Deposits with Banks 721.37 747.33

Trade Payables 27,991.82 25,162.18

CASH GENERATED FROM / (USED IN) OPERATIONS (16,672.36) 10,685.98 Income Tax Paid (4,211.88) (6,276.90)

Prior Year's Adjustment (28.16) (9.66)

CASH FLOW BEFORE EXTRAORDINARY ITEMS (20,912.40) 4,409.08

Extraordinary Items - -

NET CASH FLOW FROM / (USED IN) OPERATING ACTIVITIES (20,912.40) 4,399.42 B. CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of fi xed assets (26,913.87) (16,518.20)

Sale of fi xed assets 287.73 302.63

Investments in Shares - (25.15)

Investment in Mutual Funds 3,506.65 10,388.18

Interest Received on Loans & Deposits 1,622.14 932.56

Dividend Received 76.67 613.16

Deposits with Banks 5,464.82 2,696.02

Preliminary & Pre-Operative Expenses 115.21 (288.69)

Adjustment of appropriation 158.85 -

CASH FROM / (USED IN) INVESTING ACTIVITIES (15,681.82) (1,899.50)C. CASH FLOW FROM FINANCING ACTIVITIES:

Change in Minority Interest (482.78) 496.82

Proceeds from Term Borrowings 18,512.03 (95.18)

Working Capital Finance 15,287.68 2,056.70

Proceeds from Unsecured Loan 16,048.32 2,842.51

Interest Paid (9,226.81) (4,836.81)

Dividend Paid (1,987.50) (1,987.50)

Corporate Dividend Tax (391.27) (361.77)

CASH FROM / (USED IN) FINANCING ACTIVITIES 37,759.67 (1,885.23)D NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENT 1,165.45 614.69 E. Opening Cash and Cash Equivalent 4,246.09 3,631.40 F. Closing Cash and Cash Equivalent 5,022.28 4,246.09 As per our report attached For and on behalf of the Board For Kishan M. Mehta & Co., For Deloitte Haskins & Sells, K. V. Mani Pankaj Sachdeva Chartered Accountants Chartered Accountants Managing Director Dy. Managing Director




CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009


90

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for

in t

he

acco

un

ts o

f H

old

ing C

om

pan

y am

oun

ted

to :

(a)

for

the

subsi

dia

ry’s fi

nan

cial

yea

r en

ded

Mar

ch 3

1, 2

009

1,9

52.1

2

13.5

7

18.8

2

Nil

(2.1

3)

Nil

Nil

Nil

(b)

for

pre

vious

fi n

anci

al y

ears

of

the

subsi

dia

ry s

ince

it

bec

ame

subsi

dia

ry :

1,7

67.4

3

37.8

6(0

.27)

Nil

Not

Ap

pli

cable

, S

ince

it

bec

ame

subsi

dia

ry

duri

ng t

he

year

Not

Ap

pli

cable

, S

ince

it

bec

ame

subsi

dia

ry

duri

ng t

he

year

Not

Ap

pli

cable

, S

ince

it

bec

ame

subsi

dia

ry

duri

ng t

he

year

Not

Ap

pli

cable

, S

ince

it

bec

ame

subsi

dia

ry

duri

ng t

he

year

*Un

pai

d S

har

es

STAT

EMEN

T PU

RSUA

NT T

O E

XEM

PTIO

N RE

CEIV

ED U

NDER

SEC

TIO

N 21

28

OF

THE

COM

PANI

ES A

CT, 1

956

RELA

TING

TO

SUBS

IDIA

RY C

OM

PANI

ES(R

s. i

n L

acs)

Sr.

No.

Name

of Su

bsidi

ary C

ompa

nies

JMC

Proje

cts

(India

) Ltd

.Sh

ree

Shub

ham

Logis

tics L

td.

Energ

ylink

(In

dia) L

td.

JMC

Min

ing &

Q

uarri

es Lt

d. (su

bsidi

ary o

f JM

C Pr

ojects

(In

dia) L

td.)

Ambe

r Rea

l Es

tate L

td.

Kalpa

taru

Powe

r Tr

ansm

ision

Ni

geria

Ltd

.

Kalpa

taru S

A (P

ropr

ietar

y) Lt

d.

Kalpa

taru

Powe

r Tr

ansm

ision

(M

aurit

ius)

Ltd.

Fin

anci

al y

ear

of

the

subsi

dia

ry c

om

pan

ies

end

ed o

n31/0

3/2

009

31/0

3/2

009

31/0

3/2

009

31/0

3/2

009

31/0

3/2

009

31/0

3/2

009

31/0

3/2

009

31/0

3/2

009

1C

apit

al4,3

39.0

33,4

00.0

0100.0

050.0

099.0

0 -

2

6.9

8

5.8

8

(in

clud

ing s

har

e ap

pli

cati

on

mon

ey p

end

ing a

llotm

ent)

2R

eser

ves

16,0

15.6

0 5

1.8

6

18.3

3

35.1

2 -

-

2

6.9

8

-

3L

iabil

itie

s61,4

13.9

4 9

66.6

4

3,7

87.4

3

239.7

24,8

98.0

8 -

-

-

4

Tota

l L

iabil

tiie

s81,7

68.5

811,7

46.8

93,8

77.0

3324.1

74,9

49.0

8 -

5

3.9

6

5.8

8

5T

ota

l A

sset

s81,7

68.5

811,7

46.8

93,8

77.0

3324.1

74,9

49.0

8 -

5

3.9

6

5.8

8

6In

vest

men

ts (

Oth

er t

han

in

subsi

dia

ries

)1.1

5 -

-

2.4

7 -

-

-

-

7

Turn

ove

r1,3

0,8

98.5

35,5

95.6

0 4

7.8

5

546.9

9 -

-

-

-

8

Pro

fi t

bef

ore

tax

atio

n5,1

94.8

735.9

2

28.5

4

9.5

2

(2.1

3)

-

-

-

9P

rovi

sion

for

taxa

tion

1,5

18.7

618.9

9

9.6

1

3.7

8 -

-

-

-

10

Pro

fi t

afte

r ta

xati

on

3,6

76.1

216.9

4

18.9

3

5.7

4(2

.13)

-

-

-

11

Pro

pose

d d

ivid

end

362.8

1 -

-

-

-

-

-

-

(P

erce

nta

ge)

20.0

0%

-

-

-

-

-

-

-

Exem

ption

unde

r Sec

tion 2

12(8)

of th

e Com

pani

es Ac

t, 195

6 :In

vie

w o

f th

e ex

emp

tion

gra

nte

d u

nd

er S

ecti

on

212(8

) of

the

Com

pan

ies

Act

, 1956 b

y M

inis

try

of

Corp

ora

te A

ff ai

rs v

ide

lett

er N

o. 4

7/4

04/2

009-C

L-I

II d

ated

14/0

5/2

009, th

e A

ud

ited

Sta

tem

ent

of

Acc

oun

ts, th

e R

eport

s of

the

Boar

d o

f D

irec

tors

an

d A

ud

itors

of

the

subsi

dia

ry c

om

pan

ies

are

not

ann

exed

. Sh

areh

old

ers

wh

o w

ish

to h

ave

a co

py

of

the

An

nual

Rep

ort

of

the

subsi

dia

ries

can

wri

te t

o t

he

Com

pan

y at

its

Reg

iste

red

O

ffi c

e. Th

e

An

nual

Rep

ort

of

subsi

dia

ries

wil

l be

avai

lable

for

insp

ecti

on

by

any

shar

ehold

er a

t th

e R

egis

tere

d O

ffi c

e of

the

Com

pan

y on

an

y w

ork

ing d

ay d

uri

ng b

usi

nes

s h

ours

.


Corporate Office:‘KALPATARU SYNERGY’8th Floor, Opp. Grand Hyatt HotelVakola, Santacruz (E),Mumbai - 400 055, India.Tel.: 91 - 22 - 30645000Fax: 91 - 22 - 30643131

Factory & Registered Office:Plot No. 101, Part III,G.I.D.C. Estate, Sector 28,Gandhinagar - 382 028,Gujarat, India.Tel.: 91 - 79 - 23214000Fax: 91 - 22 - 23211966 / 68 / 71Email: [email protected]

Website:www.kalpatarupower.comwww.jmcprojects.comwww.kalpataru.comwww.ssll.in

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