AUDITORS REPORT TO THE MEMBERS OF GMR KRISHNAGIRI SEZ LIMITED 1. We have audited the attached Balance Sheet of GMR Krishnagiri SEZ Limited ( the Company ), as at March 31, 2010, and the Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial 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) (Amendment) Order, 2004, issued by the Central Government of India in terms of subsection (4A) of section 227 of The Companies Act, 1956 of India (the Act )and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 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 bet 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 and the Cash Flow Statement dealt with by this report are in agreement with the books of account:
(d) In our opinion, the Balance Sheet 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 Act; (e) On the basis of written representation received from the directors, as on March 31, 2010 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause(g) of the Section 274 of the Act; (f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) In case of the Balance Sheet, of the state of affairs of the company as at March 31, 2010 and (ii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date. (iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on the date For Price Waterhouse, Firm Registration Number: 0075668S Chartered Accountants Place : Bangalore Date : May 22, 2010 Sd/- J Majumdar Partner Membership Number: F51912 ANNEXURE TO AUDITORS REPORT [Referred to in paragraph 3 of the Auditors Report of even date to the members of GMR Krishnagiri SEZ Limited on the financial statements as at March, 2010] 1. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.
(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. (c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed by the Company during the year. 2. The company did not have any inventory during the year. 3. (a) The company has not granted any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under 301 of the Act. Accordingly, the provision of clauses (iii), (b), (c) and (iii), (d) of paragraph 4 of the order are not applicable to the Company. (b) The company has taken unsecured loan, from one company covered in the registered maintained under Section 301 of the Act. The maximum amount involved during the year and year- end balance of such loans aggregates to Rs. 2,003,205,479 and Rs. 2,003,205,479, respectively. (c) In our opinion, the rate of interest and other terms and conditions of such loan are not prima facie prejudicial to the interest of the Company. (d) In respect of the aforesaid loan, the Company is regular in repaying the principal amounts as stipulated and also regular in payment of interest, where applicable. 4. 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. Further on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system 5. (a) In our opinion according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register require to be maintained under that section.
(b) In our opinion according to the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. 6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. 7. In our opinion the Company has an internal audit system commensurate its size and nature of its business. 8. The Central Government of India has not prescribed the maintenance of cost record under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company. 9. (a) According to the information and explanation given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, sales tax, wealth tax, service tax, customs duty, excise duty and cess income tax and other material statutory dues as applicable with the appropriate authorities. (b) According to the information and explanation given to us and records of the company examined by 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. 10. As the company is registered for a period less than five years, clause (x) of paragraph 4 of the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 is not applicable for the year. 11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date. 12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the company. 14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.
15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. 16. The company has not obtained any term loans. 17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment. 18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. 19. According to the information and explanation given to us during the period covered by our audit report, the Company has issued 200 unsecured debenture of Rs.10, 000,000 each. Accordingly the company has unsecured debenture outstanding during the year on which no security or charge is required to be created. 20. The company has not raised any money by public issues during the year. 21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management. For Price Waterhouse, Firm Registration Number: 0075668S Chartered Accountants Place : Bangalore Date : May 22, 2010 Sd/- J Majumdar Partner Membership Number: F51912
I. Sources of Funds GMR Krishnagiri SEZ Limited Balance Sheet as at March 31, 2010 Schedule March 31, 2010 March 31, 2009 1. Shareholders' Funds Capital 1 1,175,000,000 1,175,000,000 2. Share Application Money Pending allotment 637,772,000 1,270,235,000 3. Unsecured Loans 2 2,003,205,479 - II. Application of Funds Total 3,815,977,479 2,445,235,000 1. Fixed Assets a) Gross Block 3 66,826,159 66,209,821 b) Less: Depreciation 12,730,166 6,537,742 c) Net Block 54,095,993 59,672,079 d) Capital Work in Progress (including capital advances) 1,437,037,976 1,127,544,852 1,491,133,969 1,187,216,931 2. Investments 4 1,007,200,000 1,600,000 3. Current Assets, Loans and Advances a) Cash and Bank Balances 5 101,163,774 251,505,351 b) Other Current Assets 6 68,407,218 66,851,000 c) Loans and Advances 7 1,134,963,028 1,044,343,403 1,304,534,020 1,362,699,754 Less : Current Liabilities 8 a) Liabilities 5,449,462 103,320,126 b) Provisions 4,686,196 2,961,559 10,135,658 106,281,685 Net Current Assets 1,294,398,362 1,256,418,069 III. Debit Balance in Profit & Loss Account 23,245,148 Total 3,815,977,479 2,445,235,000 Statement on Significant Accounting Policies 10 and Notes to the Accounts The Schedules referred to above form an integral part of the Balance Sheet. This is the Balance sheet referred to in our report of even date. For and on behalf of the Board of Directors sd/- sd/- For Price Waterhouse A S Cherukupalli Srinivas Bommidala Firm Registration No: 007568S Director Co-Chairman Chartered Accountants sd/- J. Majumdar Partner Membership Number: F51912 Place : Bangalore Date: May 22, 2010
Profit And Loss Account for the Year Ended March 31, 2010 Particulars Schedule For the year ended March 31, 2010 For the year ended March 31, 2009 I. Income Interest Received 980,822-980,822 - II. Expenditure Administration and Other Expenses * 9 23,604,157 - * Refer Note 4 on (II) 23,604,157 - III. Profit/(Loss) Before Taxation (22,623,335) - Provision for Taxation - Current - Current Tax 554,313 - - Income tax for earlier years 67,500-621,813 - IV. Profit/(Loss) After Taxation (23,245,148) - Balance brought forward from previous period - - V. Balance carried to Balance Sheet (23,245,148) - Earnings per share - Basic and Dilutive (Per equity share of Rs.10 each) [Refer Note 11 of (II)] (0.20) - 10 The Schedules referred to above form an integral part of the Profit and Loss Account. This is the Profit and Loss Account referred to in our report of even date. For and on behalf of the Board of Director sd/- sd/- For Price Waterhouse A S Cherukupalli Srinivas Bom Firm Registration No: 007568S Director Co-Chairma Chartered Accountants J. Majumdar Partner Membership Number: F51912 Place : Bangalore Date: May 22, 2010
Schedules forming part of Balance Sheet as at March 31, 2010 Schedule 1 March 31, 2010 March 31, 2009 Capital Authorised 150,000,000 (2009:150,000,000) Equity Shares of Rs.10 (2009: Rs.10) each 1,500,000,000 1,500,000,000 Issued, Subscribed and Paid Up 117,500,000 (2009: 117,500,000) Equity Shares of Rs.10 (2009: Rs. 10) each fully paid up 1,175,000,000 1,175,000,000 (The above equity shares are held by the holding company, GMR Infrastructure Limited and its nominees) Total 1,175,000,000 1,175,000,000 Schedule 2 March 31, 2010 March 31, 2009 Unsecured Loans 200 (2009: Nil) 1% Cumulative Optionally Convertible Debentures of Rs.10,000,000 (2009:Nil) each 2,000,000,000 - Interest accrued and due 3,205,479 - (The above debenture have been issued to the holding company, GMR Infrastructure Limited) Total 2,003,205,479 -
Schedules forming part of Balance Sheet as at March 31, 2010 Schedule 4 March 31, 2010 March 31, 2009 Investments - Long term - At Cost - Other than Trade, Unquoted A. In Equity shares of Subsidiary Companies Advika Properties Private Limited 100,000 100,000 (formerly Advika Real Estates Private Limited) Aklima Properties Private Limited 100,000 100,000 (formerly Aklima Real Estates Private Limited) Amartya Properties Private Limited 100,000 100,000 (formerly Amartya Real Estates Private Limited) Baruni Properties Private Limited 100,000 100,000 (formerly Baruni Real Estates Private Limited) Camelia Properties Private Limited 100,000 100,000 (formerly Camelia Real Estates Private Limited) Eila Properties Private Limited 100,000 100,000 (formerly Eila Real Estates Private Limited) Gerbera Properties Private Limited 100,000 100,000 (formerly Gerbera Estates Private Limited) Lakshmipriya Properties Private Limited 100,000 100,000 (formerly Hiral Real Estates Private Limited) Honeysuckle Properties Private Limited 100,000 100,000 Idika Properties Private Limited 100,000 100,000 (formerly Idika Real Estates Private Limited) Krishna Priya Properties Private Limited 100,000 100,000 (formerly Krishna Priya Real Estates Private Limited) Nadira Properties Private Limited 100,000 100,000 (formerly Nadira Real Estate Private Limited) Prakalpa Properties Private Limited 100,000 100,000 Purnachandra Properties Private Limited 100,000 100,000 (formerly Purnachandra Real Estates Private Limited) Shreydita Properties Private Limited 100,000 100,000 (formerly Shreydita Real Estate Private Limited) Sreepa Properties Private Limited 100,000 100,000 (formerly Sreepa Real Estate Private Limited) Bougainvilla Properties Private Limited 100,000-10,000 (2009 : Nil) Equity Shares of Rs. 10 each fully paid up )(incorporated during the year) B. In Debentures of Other Company Kakinada Infrastructure Holdings Private Limited 100 (2009 : Nil) 0.1% Cumulative Optionally Convertible Debentures of 1,000,000,000 - Rs. 10,000,000 each (purchased during the year) - Current - Other than trade - Unquoted C. Mutual Funds * Birla Sun Life Cash Plus - Instl. Prem. Growth 5,500,000-373,499.212 (2009:Nil) Units of Rs. 10 per unit (purchased during the year) Total 1,007,200,000 1,600,000 * Aggregate Net Asset value of Mutual Funds as at March 31, 2010 Rs. 5,500,896 (March 31, 2009 : Rs. Nil) Refer Note 10 of (II) for details of current investments (other than trade) purchased and sold during the year
Schedule 5 GMR Krishnagiri SEZ Limited Schedules forming part of Balance Sheet as at March 31, 2010 March 31, 2010 March 31, 2009 Cash and Bank Balances Cash on Hand 17,912 - Balances with scheduled banks - On Current accounts 6,145,862 251,505,351 - On Fixed Deposits 95,000,000 - Total 101,163,774 251,505,351 Schedule 6 March 31, 2010 March 31, 2009 Other Current Assets (Unsecured, Considered Good) Interest accrued 1,280,218 - Deposit with others 67,127,000 66,851,000 Total 68,407,218 66,851,000 Schedule 7 March 31, 2010 March 31, 2009 Loans and Advances (Unsecured, Considered Good) Balances with Excise Authorities 23,055,218 17,267,985 Prepaid Expenses 1,018,909 1,430,102 Advances recoverable in cash or in kind or for value to be received * 4,882,422 27,995,316 Advance to Subsidiary towards Share Application Money 1,105,504,000 997,650,000 Advance Tax (Net of Provisions) 502,479 - Total 1,134,963,028 1,044,343,403 * Due from the directors of the Company Rs.Nil (2009: Rs.Nil). Maximum amount due from the directors at any time during the year is Rs. 11,935,022 (2009 : Rs.3,174,271 ) Schedule 8 March 31, 2010 March 31, 2009 Current Liabilities and Provisions a) Liabilities Sundry Creditors Dues to Micro, Medium and Small Enterprises [Refer Note 9 of (II)] - - Dues to other than Micro, Medium and Small Enterprises 3,287,248 100,611,820 3,287,248 100,611,820 Other Liabilities 2,162,214 2,708,306 Total 5,449,462 103,320,126 b) Provisions Provision for Employee Benefits 4,686,196 1,994,059 Provision for Tax (Net of Advance Tax) - 967,500 Total 4,686,196 2,961,559
Schedules forming part of Balance Sheet as at March 31, 2010 Schedule 3 - Fixed Assets Description As at March 31, 2009 Additions Gross Block Deletions As at March 31, 2010 As at March 31, 2009 For the Year Depreciation On Deletions As at March 31, 2010 As at March 31, 2010 Net Block As at March 31, 2009 Tangible Assets: Office Equipment 23,667,066 2,724,791 241,749 26,150,108 797,156 1,409,018 1,825 2,204,349 23,945,759 22,869,910 Leasehold Improvements 26,595,035-2,614,761 23,980,274 3,512,903 3,169,167 487,721 6,194,349 17,785,925 23,082,132 Furniture & Fixtures 3,763,984 404,762-4,168,746 276,575 243,086-519,661 3,649,085 3,487,409 Vehicles 2,183,736 134,843-2,318,579 307,963 214,038-522,001 1,796,578 1,875,773 Intangible Assets: Capitalised Software 10,000,000 208,452-10,208,452 1,643,145 1,646,661-3,289,806 6,918,646 8,356,855 66,209,821 3,472,848 2,856,510 66,826,159 6,537,742 6,681,970 489,546 12,730,166 54,095,993 59,672,079 Previous Year 14,887,038 51,354,283 31,500 66,209,821 175,827 6,365,860 3,945 6,537,742 Capital Work in Progress (Including capital advances) [Refer Note 4a of (II)] 1,437,037,976 1,127,544,852 Total 1,491,133,969 1,187,216,931 Note: The capitalised software have useful lives ranging from 6 to 7 years. Amortisation of this asset is based on straight line method.
Schedules forming part of Profit and Loss account for the year ended March 31, 2010 Schedule 9 For the year ended March 31, 2010 For the year ended March 31, 2009 Administration and Other Expenses Rates and Taxes 8,100,833 - Remuneration to Auditor - Audit Fees 156,180 - Advertisement Expenses 2,329,494 - Membership and subscriptions 1,394,274 - Books and periodicals 444,109 - Donations 1,630,000 - Business Promotion 9,258,757 - Professional Charges 77,195 - Miscellaneous expenses 213,315 - Total 23,604,157 -
I. Significant Accounting Policies: Accounting Assumptions The financial Statements are prepared under historical cost convention in accordance with the generally Accepted Accounting Principles in India, the Accounting Standards notified under section 211 (3C) of The Companies Act.1956 of India (the Act ) and other relevant provisions of the Act. Revenue Recognition Income from investments is recognised in the year in which it is accrued and stated at gross. Fixed Assets Fixed Assets are stated at cost of acquisition and subsequent improvements thereto including taxes, duties, freight and other incidental expenses for bringing the asset concerned to its working condition for its intended use, less accumulated depreciation and impairment loss. Interest on borrowings attributable to qualifying assets are capitalised and included in the cost of fixed assets as appropriate. Intangible assets are stated at the consideration paid for acquisition less accumulated amortisation. Assets under construction and related advances as at the Balance Sheet date are shown as Capital Work in Progress. Depreciation Fixed assets are depreciated on straight-line method as per the rates and in the manner specified under Schedule XIV to the Companies Act, 1956, except for individual assets costing less than Rs.5,000 which are fully depreciated in the year of acquisition and Computer Software rates based on the useful lives ranging from 6 to 7 years as estimated by the management.. Leases Assets acquired under Leases, where the Company has substantially all the risks and rewards of ownership, are classified as finance leases. Such leases are capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost, so as to obtain a constant periodic rate of interest on the outstanding liability for each period. Assets acquired as leases, where a significant portion of the risk and rewards of ownership are retained by the lessor, are classified as operating leases. Lease rentals are charged to the Profit and Loss Account on accrual basis as per terms of the lease. Impairment Impairment loss is provided to the extent carrying amount of assets exceeds their recoverable amount. Recoverable amount is higher of asset s selling price and its value in use. Value in use
is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Net selling price is the amount obtainable from the sale of an asset in an arm s length transaction between knowledgeable, willing parties, less the costs of disposal. Investments Long term investments are stated at cost. Provision is made to recognise a decline, other than temporary, in the value of long term investments. Current investments are stated lower of cost and fair value determined on an individual investment basis. Cost of acquisition is inclusive of expenditure incidental to acquisition. Foreign Currency Transactions All foreign currency transactions are accounted for at the exchange rates prevailing on the date of such transactions. Liabilities/ assets in foreign currencies are reckoned in the accounts as per the following principles: Exchange differences arising on reporting of long term foreign currency monetary items at rates different from those at which they were initially recorded during the period or reported in previous financial statements, are accounted as below: (a) In so far as they relate to the acquisition of depreciable capital assets, are added to or deducted from the cost of the asset and are depreciated over the balance life of the asset; and (b) In other cases, the said exchange differences are accumulated in a Foreign Currency Monetary Items Translation Difference Account and amortized over the balance period of such long term asset/liability but not beyond March 31, 2011. All other monetary assets and liabilities denominated in foreign currency are restated at the rates ruling at the year end and all exchange gains/ losses arising there from are adjusted to the Profit and Loss Account, except those covered by forward contracted rates where the premium or discount arising at the inception of such forward exchange contract is amortised as expense or income over the life of the contract. Exchange differences on forward contracts are recognised in the Profit and Loss Account in the reporting period in which the exchange rates change. Any profit or loss arising on cancellation or renewal of such forward contracts is recognised as income or expense for the year. For forward exchange contracts and other derivatives that are not covered by Accounting Standard (AS) -11 The Effects of Changes in Foreign Exchange Rates, the Company follows the guidance in the announcement of the Institute of Chartered Accountants of India (ICAI) dated March 29, 2008, whereby for each category of derivatives, the Company records any net mark-to-market losses. Net mark-to-market gains are not recorded for such derivatives.
Employee Benefits a) Defined Contribution Plans Contributions paid/payable to defined contribution plans comprising of provident fund and pension fund are charged on accrual basis. The Company also has a defined contribution superannuation plan (under a scheme of Life Insurance Corporation of India) covering all its employees and contributions in respect of such scheme are charged on accrual basis in the Profit and Loss Account. The Company makes monthly contributions and has no further obligations under the plan beyond its contributions. b) Defined Benefit Plan Gratuity for employees is covered under a scheme of Life Insurance Corporation of India and contributions in respect of such scheme are recognised in the Profit and Loss Account. The liability as at the Balance Sheet date is provided for based on the actuarial valuation,based on Projected Unit Credit Method at the balance sheet date, carried out by an independent actuary. Actuarial Gains and Losses comprise experience adjustments and the effect of changes in the actuarial assumptions and are recognised immediately in the Profit and Loss Account as income or expense. c) Other Long term employee benefits Other Long term employee benefits comprise of Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as a liability at the present value of the defined benefit obligation at the balance sheet date based on actuarial valuation carried out at each balance sheet date. Actuarial gains and losses are recognised immediately in the profit and loss account as income or expense. d) Short term employee benefits Short term employee benefits, including accumulated compensated absences as at the Balance Sheet date, are recognized as an expense as per Company s schemes based on the expected obligation on an undiscounted basis. Earnings / (Loss) per share The basic earnings / (loss) per share are computed by dividing the net profit/(loss) after tax for the period by the weighted average number of equity shares outstanding during the period. Diluted earnings / (loss) per share, if any are computed using the weighted average number of equity shares and dilutive potential equity share outstanding during the period except when the results would be anti-dilutive. Taxes on Income Provision for income tax comprises current taxes and deferred taxes. Current tax is determined on the amount of tax payable in respect of taxable income for the year.
Deferred tax is recognized on timing differences; being the differences between taxable income and accounting income that originate in one year and are capable of reversal in one or more subsequent years Deferred tax assets and liabilities are measured on the timing differences applying the tax rate and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognised only to the extent that there is reasonable/virtual certainty supported by convincing evidence that sufficient future tax income will be available against which such deferred tax assets can be realized. Provisions A provision is recognized when an enterprise has a present obligation as a result of a past event 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, other than employee benefits, are not discounted to their present value and are determined based on management 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 management estimates. Contingencies Liabilities which are material and whose future outcome cannot be ascertained with reasonable certainty are treated as contingent and, to the extent not provided for, are disclosed by way of notes on the accounts. Expenditure Expenses are net of taxes recoverable, where applicable. II. Notes to the Accounts: 1. GMR Krishnagiri SEZ Limited (GKSEZ) was incorporated on September 24, 2007 as a wholly owned subsidiary of GMR Infrastructure Limited (GIL). The Company is formed to establish and develop Special Economic Zone at Krishnagiri in Tamilnadu. Apart from this the Company will also do the business of Property Developers, Builders, Contractors of all and any kind of infrastructure facilities and services including cities, towns, roads, airports, airways, water supply, industrial estates, agri and food processing zones, communication networking, etc. 2. Capital commitments: Estimated amount of contracts remaining to be executed on capital account not provided for, net of advances Rs.Nil (2009: Rs. Nil). 3. The Company is incorporated to establish and develop special economic zone at Krishnagiri in Hosur District of Tamilnadu which in the context of Accounting Standard 17 Segment Reporting issued by the Institute of Chartered Accountants of India, is considered as the only segment. Hence, reporting under the requirements of the said standard does not arise.
4. a. The Company has not yet commenced its commercial operations. Following are the details of Expenditure incurred during construction period (net) included in capital work in progress (Refer Schedule 3): Particulars As at March 31, 2010 As at March 31, 2009 Salaries, allowances and benefits to employees 104,412,259 50,579,449 Contribution to provident and other funds 7,880,593 3,957,605 Staff Welfare Expenses 3,083,786 1,776,511 Recruitment Expenses 769,941 541,587 Rates and Taxes 7,879,630 7,824,277 Consultancy and professional charges 274,496,250 255,043,787 Remuneration to Auditor - Audit Fees 156,180 106,180 Travelling and conveyance 95,419,784 80,126,598 Communication Expenses 4,233,788 2,102,648 Advertisement Expenses 3,264,661 3,200,230 Depreciation 13,223,658 6,541,687 Rent 125,157,923 77,285,709 Repairs & Maintenance - Building 3,856,740 1,520,385 - Others 33,987,409 20,184,683 Fringe Benefit Tax 3,644,886 3,644,886 Corporate Tax 621,813 67,500 Miscellaneous expenses 27,921,043 12,337,159 Bank Charges 465,189 406,484 Interest on debentures 3,561,644-714,037,177 527,247,365 Less: Interest Received (Gross) 541,889 100,245 (Tax deducted at source Rs. 142,247 (2009:Rs.20,227)) Income from Current Investments Other than trade 176,104 176,104 Profit on Sale of Current Investments Other than trade 442,535 83,267 Profit on sale of Assets 1,826 - Miscellaneous Receipts 102,966 76,523 Provisions no longer required written back 7,418,102 7,418,102 8,683,422 7,854,241 Total 705,353,755 519,393,124 Less: Transfer to Profit and Loss account (Refer Note 4b below) 24,225,970-681,127,785 519,393,124
b. The Company hitherto was grouping and disclosing all the expenditure during construction stage pending allocation under Expenditure during Construction Period Pending Allocation (Net). During the year, the Company for the first time has drawn the profit and loss account and accordingly, expenditure aggregating to Rs.24,225,970 (including Rs.19,728,200 relating to earlier years), which are not directly attributable to cost of construction, has been charged to the profit and loss account under the relevant heads of accounts. Also Refer Schedule 9 5. Since the project is in development stage, deferred taxes as per Accounting Standard 22 on Accounting for Taxes on Income, issued by the Institute of Chartered Accountants of India has not been recognised. 6. The Company has issued 200 1% Cumulative Optionally Convertible Debentures (the debentures) of Rs.10,000,000 each aggregating to Rs.2,000,000,000 to GMR Infrastructure Limited on January 25, 2010. The debentures are optionally convertible at any time not exceeding 120 months (the term) from the date of issue of debentures into equity shares at a valuation to be mutually agreed upon as per the valuation to be done by a reputed Chartered Accountant firm at the time of conversion. If the option of conversion is not exercised within the term, the debentures would be converted into equity shares at a valuation to be mutually agreed upon as per the valuation to be done by a reputed Chartered Accountant firm on expiry of the term.
7. Employee Benefits: Defined Benefit plan a) The following table sets forth the status of the Gratuity Plan of the Company and the amounts recognised in the Balance Sheet: Particulars March 31, 2010 March 31, 2009 A) Reconciliation of opening and closing balances of the present value of the defined benefit obligation Obligation at the beginning of the year 1,286,265 147,214 Current service cost 1,406,153 1,203,462 Interest cost 101,132 6,855 Actuarial loss/(gain) on obligations (5,457) 27,309 Benefits settled (44,232) (98,575) Obligation at the end of the period 2,743,861 1,286,265 B) Reconciliation of opening and closing balances of the fair value of plan assets Fair value of Plan Assets at the beginning of the year 1,324,691 - Expected return on plan assets 104,206 - Actuarial gains / (losses) 13,026 - Benefits settled (44,232) (98,575) Contributions (less risk premium) - 1,423,266 Fair value of Plan assets as on March 31, 2010 1,397,691 1,324,691 C) Reconciliation of present value of defined benefit obligation and the fair value of plan assets to the assets and liabilities recognised in the balance sheet: Present value of obligation at the end of the year 2,743,861 1,286,265 Fair value of plan assets at the end of the year 1,397,691 1,324,691 Unrecognised past service cost 1,346,170 38,426 (Assets)/Liability recognized in the balance sheet D) Expenses recognised in the Profit and Loss Account Current service cost 1,406,153 1,203,462 Interest cost 101,132 6,855 Expected return on plan assets (104,206) - Actuarial (gains)/losses 7,569 27,309 Total Expenses recognised (included under capital work in progress 1,410,648 1,237,626 Refer Note 4 a above) Assumptions Discount Rate Estimated rate of return on plan assets 8.00% 8.00% 7.00% 7.00% Expected rate of salary increase Mortality Rate Attrition rate 6.00% Refer Note (v) 5.00% 7.00% Refer Note (v) 5.00% Notes: i) Plan assets are fully represented by balance with Life Insurance Corporation of India ii) Based on the above allocation and the prevailing yields on these assets, the long term estimate of the expected rate of return on fund assets has been arrived at. Assumed
rate of return on assets is expected to vary from year to year reflecting the returns on matching government bonds. iii) The estimates of future increase in compensation levels, considered in the actuarial valuation, have been taken on account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. iv) As per the best estimate of the management, contribution of Rs. 875,000 is expected to be paid to the plans during the year ending March 31, 2011. v) As per LIC (94-96) Ultimate Mortality Table. vi) Return on plan assets during the year Rs.117,232 (2009: Rs.Nil) b) Defined Contribution Plans: Contribution to Provident and other funds are as under: Particulars March 31, 2010 March 31, 2009 Provident and Pension Fund 1,556,864 1,450,726 Superannuation Fund 981,293 927,780 c) Liability towards leave encashment based on actuarial valuation amounts to Rs. 1,960,158 as at March 31, 2010 (March 31,2009: Rs. 963,713) 8. Related Party transactions: a) Names of related parties and description of relationship: i) Enterprises that control the Company GMR Infrastructure Limited (Holding Company) (GIL) GMR Holdings Private Limited (Ultimate Holding Company)(GHPL) ii) Subsidiary Companies Advika Properties Private Limited (formerly Advika Real Estates Private Limited) Aklima Properties Private Limited (formerly Aklima Real Estates Private Limited) Amartya Properties Private Limited (formerly Amartya Real Estates Private Limited) Baruni Properties Private Limited (formerly Baruni Real Estates Private Limited) Bougainvillea Properties Private Limited Camelia Properties Private Limited (formerly Camelia Real Estates Private Limited) Eila Properties Private Limited (formerly Eila Real Estates Private Limited) Gerbera Properties Private Limited (formerly Gerbera Estates Private Limited) Lakshmi Priya Properties Private Limited (formerly Hiral Real Estates Private Limited) Honeysuckle Properties Private Limited Idika Properties Private Limited (formerly Idika Real Estates Private Limited) Krishnapriya Properties Private Limited (formerly Krishna Priya Real Estates Private Limited)
iii) Fellow subsidiaries where transactions have taken place during the year iv) Enterprise where key management personnel and their relatives exercise significant influence Nadira Properties Private Limited (formerly Nadira Real Estate Private Limited) Prakalpa Properties Private Limited Purnachandra Properties Private Limited (formerly Purnachandra Real Estates Private Limited) Shreyadita Properties Private Limited (formerly Shreydita Real Estate Private Limited) Sreepa Properties Private Limited (formerly Sreepa Real Estate Private Limited) GMR Energy Limited (GEL) GMR Aviation Private Limited (GAPL) GMR Hyderabad International Airport Limited (GHIAL) GMR Hyderabad Vijaywada Expressways Private Limited (GHVEPL) GMR Highways Limited (formerly GMR Highways Private Limited) (GHL) Delhi Aerotropolis Private Ltd (DAPL) GMR Projects Private Limited (GPPL) Raxa Security Services Limited (RSSL) GMR Hyderabad Aviation SEZ Limited (GHASL) GMR Hyderabad Aerotropolis Limited (GHAL) Delhi International Airport Private Limited (DIAL) GMR Hyderabad Airport Resource Management Limited (GHARML) GMR Power Corporation Limited (formerly GMR Power Corporation Limited) (GPCL) GMR Tambaram-Tindivanam Expressways Private Limited (GTTEPL) GMR Tuni-Anakapalli Expressways Private Limited (GTAEPL) GMR Pochanpalli Expressways Limited (formerly GMR Pochanpalli Expressways Private Limited) (GPEL) GMR Jadcherla Expressways Private Limited (GJEPL) GMR Corporate Centre Limited(GCCL) GMR Varalakshmi Foundation (GVF) GMR Sports Private Limited (GSPL) GMR Estates Private Limited (GEPL) GMR Bannerghatta Properties Private Limited (formerly GMR Properties Private Limited) (GBPPL) v) Key Management Personnel Mr. G M Rao, Chairman * Mr. Srinivas Bommidala, Co-Chairman * No transactions during the year
b) Summary of transactions with the above related parties is as follows: Particulars March 31, 2010 March 31, 2009 i) Allotment of Equity Shares out of Application Money received in the previous year Enterprises that control the Company GIL - 455,075,000 ii) Share Application Money received and shares allotted Enterprises that control the Company GIL - 719,425,000 iii) Share Application Money received and pending allotment Enterprises that control the Company GIL 637,772,000 1,270,235,000 iv) Issue of 1% Cumulative Optionally Convertible Debentures Enterprises that control the Company GIL 2,000,000,000 - v)advance to Subsidiaries towards Share Application Money : Advika Properties Private Limited 70,000 69,933,000 Aklima Properties Private Limited - 41,316,000 Amartya Properties Private Limited 279,000 82,099,000 Baruni Properties Private Limited - 63,415,000 Bougainvillea Properties Private Limited 65,630,000 - Camelia Properties Private Limited 20,000 59,443,000 Eila Properties Private Limited 40,000 74,403,732 Gerbera Properties Private Limited - 65,457,000 Lakshmi Priya Properties Private Limited 15,000 72,540,865 Honeysuckle Properties Private Limited 37,000 76,226,294 Idika Properties Private Limited 220,000 63,348,000 Krishnapriya Properties Private Limited 23,000 59,482,294 Nadira Properties Private Limited 230,000 67,011,000 Prakalpa Properties Private Limited 233,000 67,430,000 Purnachandra Properties Private Limited 20,000 68,268,470 Shreyadita Properties Private Limited 44,689,000 12,235,000 Sreepa Properties Private Limited 30,000 55,041,345 vi) Repayment of advance towards Share application money by Subsidiaries: Aklima Properties Private Limited 725,000 - Baruni Properties Private Limited 2,300,000 - Gerbera Properties Private Limited 657,000 -
Particulars March 31, 2010 March 31, 2009 vii) Sales of Assets to Fellow subsidiary GPPL - 27,554 Fellow subsidiary GEL 2,484,090 - viii) Security Charges paid to Fellow subsidiary RSSL 274,189 - ix) Asset Purchased from: Fellow subsidiary RSSL 546,117 - Fellow subsidiary DAPL - 189,894 x) Rent paid to: Enterprise where key management personnel and their relatives exercise significant influence GBPPL xi) Business Promotion Expenses paid to: Enterprise where key management personnel and their relatives exercise significant influence - GVF 1,291,727-220,500 - xii) Interest on 1% Cumulative Optionally Convertible Debentures Enterprises that control the Company GIL 3,561,644 - xiii) Aircraft Charter Charges paid to Fellow Subsidiary GAPL - 47,250,000 xiv) Annual License Fee for trade license rights Enterprises that control the Company GHPL 1,000 - xv) Reimbursement of Expenses to: Fellow subsidiary GHIAL 5,476,115 5,998,620 Fellow subsidiary GEL - 1,954,442 Fellow subsidiary DIAL - 64,736 Fellow subsidiary GPPL - 20,717 Fellow subsidiary GCCL - 9,545,046 Enterprise where key management personnel and their 124,526 391,167 relatives exercise significant influence GBPPL Enterprise where key management personnel and their relatives exercise significant influence GSPL - 970,000
Particulars March 31, 2010 March 31, 2009 xvi) Reimbursement of Expenses by: Fellow subsidiary GHIAL 1,434,247 3,997,715 Fellow subsidiary GEL 20,795 - Fellow subsidiary GHVEPL 1,474,712 - Fellow subsidiary GHL 2,500 20,251 Fellow subsidiary GAPL 7,611 - Fellow subsidiary GHARML 26,371 - Fellow subsidiary GHASL 530,527 - Fellow subsidiary GHAL 7,422,749 6,034 Fellow subsidiary DIAL 950,964 81,270 Fellow subsidiary GPCL 1,634 - Fellow subsidiary GTTEPL 15,164 - Fellow subsidiary GTAEPL 112,393 - Fellow subsidiary GPEL 35,700 - Fellow subsidiary GJEPL 35,481 - Fellow subsidiary GPPL 86,221 - Fellow subsidiary GCCL 76,965 - Fellow subsidiary RSSL 107,443 55,995 Enterprise where key management personnel and their 5,214,500 330,851 relatives exercise significant influence GSPL Enterprise where key management personnel and their 80,660 - relatives exercise significant influence GEPL Enterprise where key management personnel and their relatives exercise significant influence GBPPL 67,200 - Outstanding Balances at the year end: i) Share Application Money pending allotment Holding Company GIL 637,772,000 1,270,235,000 ii) 1% Cumulative Optionally Convertible Debentures Holding Company GIL 2,000,000,000 - iii) Interest due on 1% Cumulative Optionally Convertible Debentures Holding Company GIL 3,205,479 -
Particulars March 31, 2010 March 31, 2009 iv) Investment in equity of Subsidiaries Advika Properties Private Limited 100,000 100,000 Aklima Properties Private Limited 100,000 100,000 Amartya Properties Private Limited 100,000 100,000 Baruni Properties Private Limited 100,000 100,000 Bougainvillea Properties Private Limited 100,000 - Camelia Properties Private Limited 100,000 100,000 Eila Properties Private Limited 100,000 100,000 Gerbera Properties Private Limited 100,000 100,000 Lakshmi Priya Properties Private Limited 100,000 100,000 Honeysuckle Properties Private Limited 100,000 100,000 Idika Properties Private Limited 100,000 100,000 Krishnapriya Properties Private Limited 100,000 100,000 Nadira Properties Private Limited 100,000 100,000 Prakalpa Properties Private Limited 100,000 100,000 Purnachandra Properties Private Limited 100,000 100,000 Shreyadita Properties Private Limited 100,000 100,000 Sreepa Properties Private Limited 100,000 100,000 v)advance to Subsidiaries towards Share Application Money : Advika Properties Private Limited 70,003,000 69,933,000 Aklima Properties Private Limited 40,591,000 41,316,000 Amartya Properties Private Limited 82,378,000 82,099,000 Baruni Properties Private Limited 61,115,000 63,415,000 Bougainvillea Properties Private Limited 65,630,000 - Camelia Properties Private Limited 59,463,000 59,443,000 Eila Properties Private Limited 74,443,732 74,403,732 Gerbera Properties Private Limited 64,800,000 65,457,000 Lakshmi Priya Properties Private Limited 72,555,865 72,540,865 Honeysuckle Properties Private Limited 76,263,294 76,226,294 Idika Properties Private Limited 63,568,000 63,348,000 Krishnapriya Properties Private Limited 59,505,294 59,482,294 Nadira Properties Private Limited 67,241,000 67,011,000 Prakalpa Properties Private Limited 67,663,000 67,430,000 Purnachandra Properties Private Limited 68,288,470 68,268,470 Shreyadita Properties Private Limited 56,924,000 12,235,000 Sreepa Properties Private Limited 55,071,345 55,041,345
Particulars March 31, 2010 March 31, 2009 vi) Debtors / Receivable Fellow Subsidiary GHVEPL 1,461,316 - Fellow subsidiary GHASL 477,474 - Fellow subsidiary GHAL 1,296,003 - Fellow subsidiary DIAL 69,100 - Fellow subsidiary GHIAL - 234,782 vii) Creditors / payable Fellow Subsidiary Company GAPL - 46,179,315 Fellow subsidiary GHIAL 12,348 - Fellow Subsidiary RSSL 474,101 - Enterprise where key management personnel and their relatives exercise significant influence GSPL 231,626 - Note: The above information has been determined to the extent such parties have been identified on the basis of information provided by the Company, which has been relied upon by the auditors 9. There are no micro and small enterprises, to which the company owes dues, based on the information available with the Company and this has been relied upon by the Auditors of the Company.
10. Details of Current Investments (other than trade and unquoted) purchased and sold during the year ended March 31, 2010 Sl. No. Particulars Purchase Amount in No of Units Rupees No of Units Sale Amount in Rupees Mutual Funds 1 UTI Liquid Cash Plan Institutional - Growth Option 211,840 (16,420) 307,700,000 (23,500,000) 211,840 (16,420) 308,015,518 (23,583,267) 2 Birla Sunlife Cash Plus Institutional Premium Growth 1,797,962 ( - ) 26,000,000 ( - ) 1,797,962 ( - ) 26,038,126 ( - ) 3 UTI Treasury Advantage Fund - Institutional Plan - Growth 40,580 ( - ) 50,000,000 ( - ) 40,580 ( - ) 50,005,624 ( - ) 4 ING Liquid Fund Institutional - Daily Dividend Option - (6,462,181) - (64,700,000) - (6,462,181) - (64,700,000) Total 383,700,000 (88,200,000) 384,059,268 (88,283,267) Notes: (i) (ii) (iii) Purchase and Sales exclude those held at year end. The sales realisation excludes dividend, if any, received from Mutual Funds. Previous year figures are shown in brackets. 11. 11. Calculation of Earnings / (loss) Per Share Basic and Diluted* Particulars March 31, March 31, 2010 2009 Nominal Value of Equity Shares (Rs. per share) 10 10 Total number of Equity Shares outstanding at the beginning of the year 117,500,000 50,000 Total number of Equity Shares outstanding at the end of the year 117,500,000 117,500,000 Weighted average number of Equity Shares outstanding during the year 117,500,000 NA Net Profit/(Loss) after tax (Rs.) (23,245,148) NA Earnings Per Share Basic and Diluted (Rs. per share) (0.20) NA * In view of loss for the year, 1% Cumulative Optionally Convertible Debentures and share application money pending allotment are, at the year end, anti dilutive.
12. Additional information pursuant to Para 3, 4, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956 are stated below. Expenditure in Foreign Currency Particulars March 31, 2010 March 31, 2009 Foreign Travel 3,253,754 1,735,223 Exhibitions & Business Promotion 9,708,124 - Seminar Fees 78,033 304,747 Total 13,039,911 2,039,970 13. Additional Information pursuant to paragraph 3, 4, 4-A, 4-B, 4-C, 4-D of part II of Schedule VI to the Companies Act, 1956 to the extent either Nil or Not Applicable has not been furnished. 14. Previous year s figures have been regrouped and reclassified to conform to those of the current year. For Price Waterhouse Firm Registration No: 007568S Chartered Accountants For and on behalf of the Board J. Majumdar A. S. Cherukupalli Srinivas Bommidala Partner Director Co-Chairman Membership Number F51912 Place : Bangalore Date : May 22, 2010
Cash Flow Statemetn for the year ended March 31, 2010 March 31, 2010 March 31, 2009 A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit / (Loss) Before Tax and Extraordinary Items (22,623,335) - Adjustments for : Interest Income (1,422,466) - Profit on sale of Fixed Assets (1,826) - Operating Profit Before Working Capital Changes (24,047,627) - Adjustments for : Changes in Trade and Other Receivables 19,140,357 (68,543,630) Changes in current other Assets (1,556,218) - Changes in Trade and other Payables (96,767,840) - Cash generated from Operations (103,231,328) (68,543,630) Taxes paid (1,905,982) (2,494,886) Net Cash Flow from / (used in) Operating Activities (105,137,310) (71,038,516) B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (including capital work in progress) (306,643,269) (668,732,817) (Purchase) of Long term investments (1,000,100,000) (1,600,000) (Purchase)/Sale of short term investments (net) (5,140,733) 185,169 Advance for investments in Subsidiary Companies (107,854,000) (997,650,000) Sale of fixed Assets 2,368,790 27,555 Interest Received 1,422,466 100,245 Net Cash flow from / (used in) Investing Activities (1,415,946,746) (1,667,669,848) C. CASH FLOW FROM/(USED IN) FINANCING ACTIVITIES Proceeds from Share Application Money (632,463,000) 815,160,000 Proceeds from issue of Debentures 2,003,205,479 - Proceeds from Issue of Equity Shares - 1,174,500,000 Net Cash flow from / (used in) Financing Activities 1,370,742,479 1,989,660,000 Net increase / (decrease) in Cash and Cash Equivalents (150,341,577) 250,951,636 Cash and Cash Equivalents at the beginning of the year 251,505,351 553,715 Cash and Cash Equivalents at the end of the year 101,163,774 251,505,351 Notes: - - 1.The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard 3 on Cash Flow Statements as referred to in Section 211(3C) of the Companies Act, 1956 and the reallocation required for this purpose are as made by the company. 2. The above cash flow statement has been compiled from and is based on the balance sheet as at March 31, 2010 and the related Profit and Loss Account for the period ended on that date. 3. Previous year's figures have been regrouped and reclassified to confirm to those of the current year. This is the Cash Flow Statement referred to in our report of even date sd/- sd/- sd/- For Price Waterhouse A S Cherukupall Srinivas Bommidala Firm Registration No: 007568S Director Co-Chairman Chartered Accountants J. Majumdar Partner Membership Number: F51912 Place : Bangalore Date: May 22, 2010