IDFC PROJECTS LIMITED

Transcription

1 IDFC Projects Limited IDFC PROJECTS LIMITED CIN U45203MH2007PLC BOARD OF DIRECTORS Mr. Sunil Kakar - chairman Mr. Sadashiv S Rao Dr. Rajeev Uberoi AUDITORS Deloitte Haskins & Sells Chartered Accountants PRINCIPAL BANKERS HDFC Bank Limited REGISTERED OFFICE Naman Chambers C-32, G-Block Bandra-Kurla Complex Bandra (East) Mumbai tel fax website id info@idfc.com 214 IDFC ANNUAL REPORT

2 Board's Report TO THE MEMBERS Your Directors have pleasure in presenting the Eighth Annual Report together with the audited financial statements. FINANCIAL HIGHLIGHTS PARTICULARS For the year ended (Amount in ) For the year ended Total Income - 206,607 Less: Total Expenses 1,073,180 2,347,858 Loss before Tax (1,073,180) (2,141,251) Less: Provision for Tax - - Loss after Tax (1,073,180) (2,141,251) COMPANY S AFFAIRS Your Company's principle activity is to design, develop, engineer, finance, construct, operate and maintain infrastructure projects. DIVIDEND The Directors do not recommend any dividend in view of the losses. SUBSIDIARY COMPANIES / JOINT VENTURES AND ASSOCIATE COMPANIES The Company has one Associate Company (26% owned), namely, Jetpur Somnath Tollways Pvt Ltd. A Statement containing salient features of the financial statement and all other requisite details of the said Associate company in the format AOC-I is appended as Annexure I. PARTICULARS OF EMPLOYEES The Company does not have any employee. PUBLIC DEPOSITS The Company has neither invited nor accepted any Public Deposits. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS There were no loans or guarantee or investments made by the Company under the provisions of Section 186 of the Companies Act, FOREIGN EXCHANGE EARNINGS AND EXPENDITURE There are no foreign exchange earnings and expenditure during the year. PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION Since the Company does not own any manufacturing facility, the disclosure of information on other matters required to be disclosed in terms of Section 134(3)(m) are not applicable and hence not given. DIRECTORS In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sadashiv S. Rao (DIN ) would retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board of Directors recommends re-appointment of Mr. Sadashiv S. Rao (DIN ) at the ensuing AGM. BOARD AND AUDIT COMMITTEE During the year, Four Board meetings and Four Audit Committee meetings were convened and held. The gap between the two meetings was within the limits prescribed under the Companies Act, The Audit Committee of the Company comprises of the following members: 1. Mr. Sunil Kakar (DIN ) - Chairman (DIN ) 2. Mr. Sadashiv S. Rao (DIN ) 3. Dr. Rajeev Uberoi (DIN ) BOARD EVALUATION The evaluations for the Directors and the Board is proposed to done through circulation of two questionnaires, one for the Directors and other for the Board which would assess the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. IDFC PROJECTS LIMITED 215

3 Board's Report AUDITORS The Shareholders of the Company at the AGM held on September 29, 2014 had approved the appointment of Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, (Registration No W) Statutory Auditors for a period of 1 year to hold office from the conclusion of the Seventh Annual General Meeting for FY14 up to the conclusion of the Eighth Annual General Meeting of the Company for FY15. M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, Statutory Auditors of the Company will retire at the conclusion of the ensuing AGM. The Board recommends the reappointment of Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, as the Statutory Auditors of the Company. RISK MANAGEMENT The members of the Board ensures control of risk factors and advice on the same to the Management of the Company. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNAL There are no significant material orders passed by the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its future operations. MATERIAL CHANGES/ COMMITMENTS There have been no reportable changes and commitments, affecting the financial position of the Company that has occurred during the period till the date of this report. AUDITOR S REPORT There was no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their report. DIRECTORS RESPONSIBILITY STATEMENT The Directors confirm that: (a) in the preparation of the annual financial statements, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the 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 and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual financial statements on a going concern basis; and (e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure II RELATED PARTY TRANSACTION In all related party transactions that were entered into during the financial year, an endeavour was made consistently that they were on an arm s length basis and were in the ordinary course of business. IDFC Group has always been committed to good corporate governance practices, including matters relating to Related Party Transactions. Pursuant to the provisions of Companies Act, 2013 and Rules made there under and in the back-drop of the Company s philosophy on such matters, the Board approved Policy on Related Party Transactions at the meeting held on January 22, 2015 which was also recommended by the Audit Committee. Since all related party transactions entered into the by the Company were in the ordinary course of business and were on an arm s length basis, Form AOC-2 is not applicable to the Company. ACKNOWLEDGEMENTS The Directors also express their gratitude for the unstinted support and guidance received from IDFC Limited and other group companies. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Sunil Kakar Chairman Mumbai, June 30, IDFC ANNUAL REPORT

4 Form AOC-I [Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014] Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures Part A : Subsidiaries (Information in respect of each subsidiary to be presented with amounts in ) 1 CIN 2 Name of the subsidiary 3 Reporting period for the subsidiary concerned, if different from the holding company s reporting period 4 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. 5 Share capital 6 Reserves & surplus 7 Total assets 8 Total Liabilities 9 Investments 10 Turnover 11 Profit before taxation 12 Provision for taxation 13 Profit after taxation 14 Proposed Dividend 15 % of shareholding Part B : Associates and Joint Ventures NOT APPLCABLE annexure I Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures Name of Associates/Joint Ventures jetpur somnath tollways private limited (Associate Company) 1. Latest audited Balance Sheet Date 2. Shares of Associate held by the company on the year end Number of Equity Shares 42,637,400 Number of Preference Shares 30,940,000 Amount of Investment in Associates Company ( in crore) Extend of Holding % 26% 3. Description of how there is significant influence The Company has significant influence through holding more than 20% of the Equity Shares in the investee company in terms of Accounting Standards 23 issued by ICAI. 4. Reason why the associate/joint venture is not consolidated N.A. 5. Net worth attributable to Shareholding as per latest audited Balance Sheet ( in crore) Profit / Loss for the year ( in crore) (0.53) i. Considered in Consolidation (0.14) ii. Not Considered in Consolidation (0.39) For and on behalf of the Board of Directors of IDFC projects limited Mumbai, June 30, 2015 sunil kakar Director rajeev uberoi Director IDFC PROJECTS LIMITED 217

5 Form No. MGT-9 Extract of Annual Return annexure II As on the financial year ended on [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: i) CIN U45203MH2007PLC ii) Registration Date 11/12/2007 iii) Name of the Company IDFC PROJECTS LIMITED iv) Category / Sub-Category of the Company Company Limited by shares Indian Non-Government Company v) Address of the Registered office and contact details Naman Chambers, C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai Tel.: , Fax: vi) Whether listed company Yes / No No vii) Name, Address and Contact details of Registrar and Transfer Agent, if any Sharepro Services (India) Pvt. Ltd.* 13, AB Samhita Warehousing Complex, 2nd Floor, Telephone Exchange Lane, Saki Naka, Andheri (E), Mumbai Contact No / 400 * Sharepro Services (India) Pvt. Ltd. provides connectivity services with depositories for the equity shares of the Company. II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sr. No. Name and Description of main products / services NIC Code of the Product / service % to total turnover of the company 1. Design, develop, engineer, finance, construct, operate and maintain infrastructure projects III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sr. No. NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % of shares held Applicable Section 1. Idfc Limited L65191TN1997PLC Holding 100% Section 2(46) 2. Jetpur Somnath Tollways Pvt. Ltd. U74120MH2011PTC Associate 26% Section 2(6) IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding Category of Shareholders A. Promoters (1) Indian No. of Shares held at the beginning of the year Demat Physical Total % of Total Shares No. of Shares held at the end of the year Demat Physical Total % of Total Shares % Change during the year a) Individual/ HUF NIL NIL NIL NIL NIL NIL NIL NIL NIL b) Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NIL c) State Govt (s) NIL NIL NIL NIL NIL NIL NIL NIL NIL d) Bodies Corp. 34,049, ,050, % 34,049, ,050, % NIL e) Banks/FI NIL NIL NIL NIL NIL NIL NIL NIL NIL f) Any Other.. NIL NIL NIL NIL NIL NIL NIL NIL NIL Sub-total (A) (1):- 34,049, ,050, % 34,049, ,050, % NIL 218 IDFC ANNUAL REPORT

6 Form No. MGT-9 Extract of Annual Return annexure II Category of Shareholders No. of Shares held at the beginning of the year Demat Physical Total % of Total Shares No. of Shares held at the end of the year Demat Physical Total % of Total Shares % Change during the year (2) Foreign NIL NIL NIL NIL NIL NIL NIL NIL NIL a) NRIs - Individuals b) Other - Individuals c) Bodies Corp. d) Banks / FI e) Any Other Sub-total (A) (2):- Total shareholding of 34,049, ,050, % 34,049, ,050, % NIL Promoter (A) = (A)(1)+(A)( 2) B. Public Shareholding NIL NIL NIL NIL NIL NIL NIL NIL NIL 1. Institutions a) Mutual Funds b) Banks/FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Others (specify) Sub-total (B)(1):- NIL NIL NIL NIL NIL NIL NIL NIL NIL 2. Non-Institutions a) Bodies Corp. i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto 1 lakh ii) Individual shareholders holding nominal share capital in excess of 1 lakh c) Others (specify) Sub-total (B)(2):- NIL NIL NIL NIL NIL NIL NIL NIL NIL Total Public NIL NIL NIL NIL NIL NIL NIL NIL NIL Shareholding (B) = (B)(1) + (B)(2) C. Shares held by Custodian for GDRs & ADRs NIL NIL NIL NIL NIL NIL NIL NIL NIL Grand Total (A+B+C) 34,049, ,050, % 34,049, ,050, % NIL IDFC PROJECTS LIMITED 219

7 Form No. MGT-9 Extract of Annual Return annexure II (ii) Shareholding of Promoters Sr. Shareholder s Name No. Shareholding at the beginning of the year No. of Shares % of total Shares of the company %of Shares Pledged/ encumbered to total shares Share holding at the end of the year No. of Shares % of total Shares of the company %of Shares Pledged/ encumbered to total shares % change in share holding during the year 1. IDFC Limited 34,049, % NIL 34,049, % NIL NIL 2. Rajiv B Lall jointly with IDFC Ltd* 100 0% NIL 100 0% NIL NIL 3. Vikram Limaye jointly with IDFC Ltd* 100 0% NIL 100 0% NIL NIL 4. Mahendra N Shah jointly with IDFC Ltd* 100 0% NIL 100 0% NIL NIL 5. A.K.T. Chari jointly with IDFC Ltd* 100 0% NIL 100 0% NIL NIL 6. Ketan Kulkarni jointly with IDFC Ltd* 100 0% NIL 100 0% NIL NIL 7. Bipin Gemani jointly with IDFC Ltd* 100 0% NIL 100 0% NIL NIL Total 34,050, % NIL 34,050, % NIL NIL * beneficial interest of Equity share is in the name of IDFC Limited (iii) Change in Promoters Shareholding ( please specify, if there is no change) Sr. No. 1 At the beginning of the year Date wise Increase/ Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc): At the end of the year Shareholding at the beginning of the year No. of shares % of total shares of the company no change Cumulative Shareholding during the year No. of shares % of total shares of the company (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sr. No. For Each of the Top 10 Shareholders 1. At the beginning of the year 2. Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): 3. At the end of the year (or on the date of separation, if separated during the year) Shareholding at the beginning of the year No. of shares % of total shares of the company Changes in the Shareholding during the year Increase Decrease No. of shares NOT APPLICABLE Shareholding at the end of the year % of total shares of the company 220 IDFC ANNUAL REPORT

8 Form No. MGT-9 Extract of Annual Return annexure II Sr. No. (v) Shareholding of Directors and Key Managerial Personnel: For Each of the Directors and KMP 1. At the beginning of the year 2. Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer/ bonus / sweat equity etc): 3. At the end of the year (or on the date of separation, if separated during the year) Shareholding at the beginning of the year No. of shares % of total shares of the company Changes in the Shareholding during the year Increase Decrease No. of shares NIL Shareholding at the end of the year % of total shares of the company V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment: in Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year Addition Reduction NIL Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. Remuneration to Managing Director, Whole-time Directors and/or Manager: in Sr. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount No. 1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Incometax Act, Stock Option 3. Sweat Equity NIL 4. Commission - as % of profit - others, specify Others, please specify Total (A) Ceiling as per the Act IDFC PROJECTS LIMITED 221

9 Form No. MGT-9 Extract of Annual Return annexure II Sr. No. B. Remuneration to other directors: in Particulars of Remuneration Name of Directors Total Amount sunil kakar rajeev uberoi sadashiv s. rao 1. Independent Directors Fee for attending board committee meetings Commission Others, please specify Total (1) 2. Other Non-Executive Directors NIL Fee for attending board committee meetings Commission Others, please specify Total (2) Total (B) = (1 + 2) Overall Ceiling as per the Act Note: In terms of the provisions of the Companies Act, 2013, the remuneration payable to Directors other than executive Directors shall not exceed 1% of the net profit of the Company. The remuneration paid to the Directors is well within the said limit. C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD. in Sr. No. Particulars of Remuneration 1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, Stock Option 3. Sweat Equity 4. Commission - as % of profit - others, specify Others, please specify Total (A) VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: Type A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding Section of the Companies Act CEO Brief Description Key Managerial Personnel Company CFO Secretary N.A. Details of Penalty/ Punishment/ Compounding fees imposed NIL Authority [RD/ NCLT/COURT] Total Appeal made, if any (give Details) 222 IDFC ANNUAL REPORT

10 Independent Auditors' Report TO THE MEMBERS OF IDFC PROJECTS LIMITED Report on the Financial Statements We have audited the accompanying financial statements of IDFC PROJECTS LIMITED ( the Company ), which comprise the Balance Sheet as at, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at, and its loss and its cash flows on that date. Emphasis of Matter We draw attention to the Note 23 to the financial statement which indicates that the accumulated losses and its net worth has been fully eroded, the company has incurred a net loss during the current year and previous year and the Company s current liability exceeded its current assets as at balance sheet date. However, for the reasons indicated in the said note the accounts are prepared on a going concern basis. Our opinion is not qualified in respect of this matter. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) Order, 2015 ( the Order ) issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order. 2. As required by Section 143 (3) of the Act, we report that: (a) We have sought and 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 it appears from our examination of those books (c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account IDFC PROJECTS LIMITED 223

11 Independent Auditors' Report (d) (e) (f) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, On the basis of the written representations received from the directors as on taken on record by the Board of Directors, none of the directors is disqualified as on from being appointed as a director in terms of Section 164 (2) of the Act. With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company does not have any pending litigations which would impact its financial position. ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. For DELOITTE HASKINS & SELLS Chartered Accountants (Registration No W) Zubin Shekary Partner (Membership No ) Mumbai, April 23, IDFC ANNUAL REPORT

12 Annexure to the Independent Auditors Report (Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date) (i) In respect of its fixed assets: (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) During the year, the fixed assets have not been physically verified by the Management. However, the Company has a program of verification of fixed assets to cover all the items in a phased manner over a period of two years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. (ii) According to the information and explanations given to us, the nature of the Company s business is such that it is not required to hold any inventories. Therefore, the provisions of paragraph 3(ii) of the Order are not applicable to the Company. (iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, (iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services and during the course of our audit we have not observed any continuing failure to correct major weaknesses in such internal control system. According to the information and explanations given to us, the Company does not hold inventories nor is it engaged in the sale of goods. (v) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year and no order in this respect has been passed by the Company Law Board or National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunals. (vi) To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013, in respect of the services rendered by the Company. (vii) According to the information and explanations given to us, in respect of statutory dues: (a) The Company has been regular in depositing undisputed statutory dues, including income tax, service tax and other material statutory dues applicable to it with the appropriate authorities. According to the information and explanation given to us, there were no amounts payable on account of provident fund, employees state insurance, sales tax, wealth tax, duty of customs, duty of excise, value added tax and cess during the year. (b) There were no undisputed amounts payable in respect of provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues in arrears as at for a period of more than six months from the date they became payable. (c) There are no dues of Income-tax, Service Tax and Cess which have not been deposited as on on account of disputes. (d) There are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder. (viii) The accumulated losses of the Company at the end of the financial year are less than fifty per cent of its net worth and the Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. (ix) According to information and explanations given to us, there were no dues payable by the Company to financial institutions or banks or debenture holders during the year. Therefore, the provisions of paragraph 3(ix) of the Order are not applicable to the Company. (x) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks and financial institutions are not, prima facie, prejudicial to the interests of the Company. (xi) According to the information and explanations given to us, during the year, the Company has not availed of any term loan from financial institutions. Therefore, the provisions of paragraph 3(xi) of the Order are not applicable to the Company. (xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year. For DELOITTE HASKINS & SELLS Chartered Accountants (Registration No W) Zubin Shekary Partner (Membership No ) Mumbai, April 23, 2015 IDFC PROJECTS LIMITED 225

13 Balance Sheet AS AT MARCH 31, 2015 Equity and liabilities Shareholders funds As at As at As at Notes (a) Share capital 3 340,500, ,500,000 (b) Reserves and surplus 4 (530,690,859) (529,617,679) (190,190,859) (189,117,679) Current liabilities (a) Trade payables 5 167, ,985 (b) Other current liabilities 6 976,594, ,027,626 (c) Short-term provisions 7 258, ,761, ,466,587 TOTAL 786,571, ,348,908 Assets Non-current assets (a) Fixed assets Tangible assets 8 24, ,978 (b) Non-current investments 9 735,774, ,374,000 (c) Long-term loans and advances 10 50,479,142 3,576, ,278, ,124,911 Current assets (a) Cash and bank balances , ,997 (b) Short-term loans and advances 12 46, , ,997 TOTAL 786,571, ,348,908 See accompanying notes forming part of the financial statements. In terms of our report ATTACHED For Deloitte Haskins & Sells Chartered Accountants (Registration No W) For and on behalf of the Board of Directors of IDFC projects limited Zubin Shekary Partner (Membership No.48814) Mumbai April 23, 2015 sunil kakar Director rajeev uberoi Director 226 IDFC ANNUAL REPORT

14 Statement of Profit and Loss FOR THE YEAR ENDED MARCH 31, 2015 I Income Notes Other income ,607 Total income (I) 206,607 II Expenses Employee benefits expense ,512 (964,469) Finance cost ,162 Provision and contingencies (630,173) 999,578 Other expenses 16 1,335,850 1,754,540 Depreciation and amortisation expense 8 148, ,047 Total Expenses (II) 1,073,180 2,347,858 III Loss for the year from continuing operations (I-II) (1,073,180) (2,141,251) IV Tax expense V Loss after tax from continuing operations (III-IV) (1,073,180) (2,141,251) VI Basic and diluted earnings per equity share (Nominal value of share 10) Basic () 21 (0.03) (0.06) Diluted () (0.03) (0.06) See accompanying notes forming part of the financial statements. In terms of our report ATTACHED For Deloitte Haskins & Sells Chartered Accountants (Registration No W) For and on behalf of the Board of Directors of IDFC projects limited Zubin Shekary Partner (Membership No.48814) Mumbai April 23, 2015 sunil kakar Director rajeev uberoi Director IDFC PROJECTS LIMITED 227

15 Cash Flow Statement for the Year ended A. Cash flow from operating activities NOTES loss before tax (1,073,180) (2,141,251) Adjustments for : Depreciation and amortisation expense 8 148, ,047 Loss on sale of fixed assets 45,487 Provision for employee benefits (258,976) (131,590) Operating loss before working capital changes (1,183,165) (2,120,307) Changes in working capital: Adjustments for (increase)/decrease in operating assets 46,000 5,904,942 Short-term loans and advances Adjustments for increase/(decrease) in operating liabilities Trade payables (12,286) (13,601,733) Other current liabilities 16,634 (1,221,916) Cash used in operations (1,132,817) (11,039,014) Income tax paid (net of refund) (102,209) 4,057,691 Net cash used in operating activities (A) (1,235,026) (6,981,323) B. Cash flow from investing activities Purchase of fixed assets (35,230) Subscription to preference shares in an associate company (309,400,000) (161,200,000) Advance against investments (46,800,000) Net cash used in investing activities (B) (356,200,000) (161,235,230) C. Cash flow from financing activities Advance taken from the holding company 357,550, ,850,000 Advance repaid to the holding company (153,000,000) Net cash flow from financing activities (C) 357,550,000 16,850,000 Net increase/(decrease) in cash and cash equivalents (A + B + C) 114,974 (151,366,553) Cash and cash equivalents as at beginning of the year , ,544,550 Cash and cash equivalents as at end of the year , ,997 See accompanying notes forming part of the financial statements. 114,974 (151,366,553) In terms of our report ATTACHED For Deloitte Haskins & Sells Chartered Accountants (Registration No W) For and on behalf of the Board of Directors of IDFC projects limited Zubin Shekary Partner (Membership No.48814) Mumbai April 23, 2015 sunil kakar Director rajeev uberoi Director 228 IDFC ANNUAL REPORT

16 Notes forming part of the Financial Statements as at and FOR THE YEAR ENDED MARCH 31, Background IDFC Projects Limited ('the Company') is a company, incorporated in India under the Companies Act The Company is promoted by IDFC Limited. The Company is in the business of conceiving, developing, owning, managing, executing and operating infrastructure projects, in India. 02 Significant accounting policies (a) Basis of preparation The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India ('Indian GAAP') to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 ('the 2013 Act') / Companies Act, 1956 ('the 1956 Act'), as applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year except for change in the accounting policy for depreciation as more fully described in Note 2(e). (b) Use of estimates The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise. (c) Investments Long term investments, are carried individually at cost less provision for diminution, other than temporary, in the value of such investments. Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage, fees and duties. (d) Tangible fixed assets Fixed assets are stated at cost of acquisition, including any cost attributable for bringing the asset to its working condition, less accumulated depreciation. Gains or losses arising from derecognition of fixed assets are measured as difference between the net disposal proceeds and the cost of the assets less accumulated depreciation up to the date of disposal and are recognised in the Statement of Profit and Loss when asset is derecognised. Subsequent expenditure on fixed assets after its purchase / completion is capitalised only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance. (e) Depreciation on tangible fixed assets Depreciation on tangible fixed assets is provided on straight line method, at the rates prescribed in Part C of Schedule II to the Companies Act, Certain electronic items are depreciated over a period of two years on a straight-line method based on the Management s estimate of the useful life of these assets. Depreciation on additions during the year is provided on a pro-rata basis. Assets costing less than 5,000 each are fully depreciated in the year of capitalisation. Having regard to the Part C of Schedule II of the Companies Act, 2013 during the year ended, the Company has reviewed its policy of providing for depreciation on its tangible fixed assets and also reassessed their useful lives. On and from April 1, 2014, the straight line method is being used to depreciate all classes of tangible fixed assets. Previously, straight line method was used for depreciating certain office equipment while other tangible fixed assets were depreciated using written down value method. (f) Impairment of tangible assets The carrying amounts of assets are reviewed at each reporting date if there is any indication of impairment based on internal / external factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its recoverable amount. (g) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. In addition, the following criteria must also be met before revenue is recognised. Interest and other dues are accounted on accrual basis. Fees are recognised when reasonable right of recovery is established, the revenue can be reliably measured and there is no uncertainty regarding recoverability. Dividend income on investments is recognised when the unconditional right to receive payment is established. IDFC PROJECTS LIMITED 229

17 Notes forming part of the Financial Statements as at and FOR THE YEAR ENDED MARCH 31, 2015 (h) Provisions and contingencies A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the notes. Contingent assets are not recognised in financial statements. (i) Employee benefits Defined contribution plan The Company s contribution to provident fund is deposited with the prescribed authorities and is charged to the Statement of Profit and Loss. The Company participates in the holding company s superannuation policy and the Company s contribution paid / payable during the year is charged to the Statement of Profit and Loss. Defined benefit plan The net present value of the Company s obligation towards gratuity to employees is unfunded and actuarially determined as at the reporting date based on the projected unit credit method. Actuarial gains and losses are recognised in the Statement of Profit and Loss for the year. Compensated absences Based on the leave policy of the company, employees are not permitted to accumulate leave. Any unavailed privilege leave to the extent encashable is paid to the employees and charged to the Statement of Profit and Loss for the year. (j) Taxes on Income Income tax expense comprises current tax and deferred tax. Current tax is the amount payable on the taxable income for the year as determined in accordance with the applicable tax rates and the provisions of the Income Tax Act, 1961 and other applicable tax laws. The accounting treatment for income-tax in respect of the Company's income is based on Accounting Standard 22 on 'Accounting for Taxes on Income' as specified under section 133 of Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, The provision made for income-tax in the accounts comprises both, the current tax and the deferred tax. The deferred tax assets and liabilities for the year arising on account of timing differences are recognised in the Statement of Profit and Loss and the cumulative effect thereof is reflected in the Balance Sheet. Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets are recognised for timing differences of items other than unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. However, if there are unabsorbed depreciation and carry forward of losses and items relating to capital losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that there will be sufficient future taxable income available to realise the assets. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each balance sheet date for their realisability. (k) Foreign currency transactions Foreign currency transactions are accounted at the exchange rates prevailing on the dates of the transactions. Foreign currency monetary items outstanding as at the reporting date are reported using the closing rate. Gains and losses resulting from the settlement of such transactions and translation of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Profit and Loss. (l) Treatment of exchange differences Exchange differences arising on the settlement of monetary items or on reporting Company's monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or as expenses in the year in which they arise. (m) Cash and cash equivalents Cash and cash equivalents for the purpose of the Cash Flow Statement comprises cash on hand, cash in bank, fixed deposits and other shortterm highly liquid investments with an original maturity of three months or less that are readily convertible into known amount of cash and which are subject to an insignificant risk of change in value. (n) Cash flow statement Cash flows are reported using the indirect method, whereby profit / (loss) before tax is adjusted for the effect of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The Cash flows from operating, investing and financing activities of the Company are segregated based on the available information. 230 IDFC ANNUAL REPORT

18 Notes forming part of the Financial Statements as at and FOR THE YEAR ENDED MARCH 31, 2015 (o) Earnings per share Basic earnings per share is computed by dividing the profit / (loss) after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax as adjusted for expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. (p) Service tax input credit Service tax input credit is accounted in the period in which the underlying services are received and when there is no uncertainty in availing / utilising the credit. (q) Operating cycle Operating cycle is the normal time between acquisition of assets and their realisation in cash or cash equivalents. Since normal operating cycle cannot be identified at this stage, it is assumed to have a duration of twelve months for the purpose of classification of its assets and liabilities as current and non-current. 03 Share capital as at march 31, 2015 as at march 31, 2014 number number Authorised shares Equity shares of 10 each 100,000,000 1,000,000, ,000,000 1,000,000,000 Issued, subscribed & fully paid-up Equity shares of 10 each 34,050, ,500,000 34,050, ,500,000 [All of these shares are held by IDFC Limited, the holding company and its nominees] Total 340,500, ,500,000 (a) Reconciliation of the number of equity shares outstanding at the beginning and at the end of the year equity shares as at march 31, 2015 as at march 31, 2014 number number Outstanding at the beginning of the year 34,050, ,500,000 34,050, ,500,000 Issued during the year Outstanding at the end of the year 34,050, ,500,000 34,050, ,500,000 (b) Terms / rights attached to equity shares The Company has only one class of equity shares having a par value of 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. However, no such preferential amounts exists currently. The distribution will be in proportion to the number of equity shares held by the Shareholders. (c) Details of Shareholders holding more than 5% of the shares in the Company as at march 31, 2015 as at march 31, 2014 NAME OF Equity shareholders number % of Holding number % of Holding IDFC Limited and its nominees 34,050, ,050, IDFC PROJECTS LIMITED 231

19 Notes forming part of the Financial Statements as at and FOR THE YEAR ENDED MARCH 31, Reserves and surplus As at As at Deficit in the Statement of Profit and Loss Opening balance (529,617,679) (527,476,428) Loss for the year (1,073,180) (2,141,251) Closing balance (530,690,859) (529,617,679) 05 Trade payables As at As at Payable to vendors 3,366 Provision for expenses 167, ,619 TOTAL 167, ,985 No amount is payable to 'Suppliers' registered under the Micro, Small and Medium Enterprises Development Act, No interest has been paid / payable by the Company during the year to the 'Suppliers' covered under the Micro, Small and Medium Enterprises Development Act, The above information takes into account only those suppliers who have responded to inquiries made by the Company for this purpose. 06 Other current liabilities As at As at Statutory dues 20,000 3,366 Amount payable to a related party (see note 20) 976,574, ,024,260 TOTAL 976,594, ,027, Short term provisions As at As at Provision for employees benefits-gratuity (see note 22) 258,976 TOTAL 258, Tangible assets Gross block Accumulated depreciation Net block Balance as at April 1, 2014 Additions Disposals Balance as at Balance as at April 1, 2014 Depreciation charge for the year Additional Dep (write back) [see note 2(e)] On disposals Balance as at Balance as at Balance as at () () () () () () () () () () TANGIBLE ASSETS Office equipment 179, , ,668 12,568 62, , ,352 (Previous year) (480,180) (17,700) (318,860) (179,020) (358,895) (37,249) (293,476) (102,668) (76,352) Furniture and fittings (Previous year) (53,173) (53,173) (35,823) (2,874) (38,697) Computers 302, , ,633 52,847 20, ,170 24,089 97,626 (Previous year) (341,386) (17,530) (56,657) (302,259) (188,738) (66,924) (51,029) (204,633) (97,626) Total 481, , ,301 65,415 83, ,292 24, ,978 (Previous year) (874,739) (35,230) (428,690) (481,279) (583,458) (107,047) (383,202) (307,301) (173,978) 232 IDFC ANNUAL REPORT

20 Notes forming part of the Financial Statements as at and FOR THE YEAR ENDED MARCH 31, Non current investments (at cost) (trade) Investment in associate face value as at march 31, 2015 as at march 31, 2014 quantity quantity Investment in equity shares (unquoted)(fully paid) Jetpur Somnath Tollways Private Limited 10 42,637, ,374,000 42,637, ,374,000 Investment in preference shares (unquoted)(fully paid) % Compulsorily Convertible 10 30,940, ,400,000 Jetpur Somnath Tollways Private Limited [see note (c)] TOTAL 735,774, ,374,000 (a) Investment includes 735,774,000 (previous year 426,374,000) in respect of shares which are subject to restrictive convenants. (b) Investment includes 346,072,740 (previous year 217,450,740) in respect of shares pledged with security trustee. (c) Compulsorily convertible preference shares shall convert into 1 equity share before the expiry of 20 years from the date of issue. 10 Long-term loans and advances (unsecured, considered good) As at As at Advance tax [net of provision for tax of Nil (Previous Year Nil)] 3,679,142 3,576,933 Advance against investments 46,800,000 TOTAL 50,479,142 3,576, Cash and bank balances As at As at Cash and cash equivalents Balance with bank: In current account 292, ,997 TOTAL 292, , Short-term loans and advances (unsecured) As at As at Considered good: Other deposits 46,000 Considered doubtful: Other receivables 698,038 Less: Provision against doubtful receivables (698,038) Balances with government authorities - Cenvat credit available 6,761,519 6,693,654 Less: Provision for doubtful receivables (6,761,519) (6,693,654) TOTAL 46,000 IDFC PROJECTS LIMITED 233