DIRECTORS’ REPORT - lnt.in Company.pdf · DIRECTORS’ REPORT The Directors have pleasure in...

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L&T CAPITAL COMPANY LIMITED

DIRECTORS’ REPORT

The Directors have pleasure in presenting their Report and Audited Accounts for the year ended March 31, 2013.

1. FINANCIAL RESULTS:

Particulars Year ended31.03.13R Lakhs

Year ended31.03.12R Lakhs

Gross Income 1,501.97 997.20

Total Expenses 1,159.93 322.89

Profit Before Extraordinary items and Taxes 342.04 674.31

Extraordinary Items 0.00 68.91

Profit Before Tax 342.04 743.22

Current Tax 29.57 85.59

Adjustments (Deferred Tax) 5.24 (1.04)

Tax Adjustment for prior period 44.42 0.00

Profit After Tax 262.81 658.67

Balance brought forward from previous year 2,052.46 1,393.79

Equity Dividend 1,760.00 0.00

Tax on Dividend 285.52 0.00

Transferred to Reserves 0.00 0.00

Surplus carried forward 269.75 2,052.46

2. DIVIDEND: During the year the Company declared and paid an interim dividend @ 8/- per share on 2,20,00,000 Equity Shares.

3. PERFORMANCE OF THE COMPANY: The Company’s income net of extraordinary income recorded an increase of 51% over last financial year, at 1,501.97 lakhs. The expenditure

registered an increase of 259%, compared to last year, mainly due to addition of a new business unit. The Profit After Tax, at 262.81 lakhs, recorded a decrease of 60% over the last year.

4. AUDITORS’ REPORT: The Auditors’ Report to the Shareholders does not contain any qualifications. The notes to the accounts referred to in the Auditors’ Report are

self-explanatory and therefore do not call for any further comments of Directors.

5. DISCLOSURE OF PARTICULARS: As the Company is engaged in rendering non-banking financial services, there are no particulars to be disclosed as per the Companies’

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption.

The Foreign Exchange Earnings during the year was Nil while the Foreign Exchange outgo recorded for the year was also NIL.

6. PARTICULARS OF EMPLOYEES U/S 217 (2A): Information under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming

part of the Directors’ Report for the year ended March 31, 2013.

Name Age Yrs

Qualifications/Experience

Date of employment

Designation/nature of duties

Gross remuneration R

Last employment (previous designation, previous Company)

Nandip D Vaidya 49 IIM-A, IIT-Mumbai 03.10.2011 Vice President 74,99,997 India Infoline Limited

Manoj Shenoy 48 BE 10.02.2012 Vice President 1,33,00,003 CEO, EFG Wealth Management

Sudhindranath Pai Kasturi

47 B.Com, PGDM,CFA

10.02.2012 Group Head 92,00,000 SVP, EFG Wealth Management

Nayan Sooda 43 B.Com, PGDBM 05.09.2012 Sr. Manager 60,00,000 Anand Rathi

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7. DIRECTORS RESPONSIBILITY STATEMENT: The Board of Directors of the Company confirm:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual accounts have been prepared on a going concern basis.

v. that proper system is in place to ensure compliance of all laws applicable to the Company; and

8. DIRECTORS: The current Directors of the Company are Mr. Vipin J. Shukla, Mr. N. Hariharan, Mr. Suneet K. Maheshwari and Mr. Ved Prakash Chaturvedi.

Mr. Suneet K. Maheshwari and Mr. Vipin J. Shukla retire by rotation in the forthcoming Annual General Meeting and being eligible, have offered themselves for reappointment.

9. AUDIT COMMITTEE: The Audit Committee comprises of three non-executive Directors, Mr. Vipin J. Shukla, Mr. N. Hariharan and Mr. Suneet K. Maheshwari. The

Committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report.

10. AUDITORS: The Auditors, M/s. Sharp & Tannan, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-

appointment. Certificate from the auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

11. SUBSIDIARY COMPANIES: The Company has one fully owned domestic subsidiary and five fully owned subsidiaries in Mauritius. Section 212 statement forms part of

this report.

12. TRANSFER OF PRIVATE WEALTH MANAGEMENT BUSINESS: The Company conducted various businesses including Private Wealth Management (“PWM”) business. Under the restructuring plan of the

Company, it was decided to discontinue conducting the PWM business in the Company with effect from April 1, 2013 and the same will be continued in a newly formed Company viz. ‘L&T Capital Markets Limited’, a fellow subsidiary.

13. CORPORATE GOVERNANCE VOLUNTARY GUIDELINES 2009: The Company has familiarized itself with the requirement of the Corporate Governance Voluntary Guidelines 2009 issued by the Ministry of

Corporate Affairs and it is in the process of implementing many of the suggestions. A gist of our compliance with the said guidelines is given below.

a) Separation of Offices of Chairman and Chief Executive Officer:

The roles and offices of Chairman and Chief Executive are separated. The Chairman is elected during each Board Meeting by the Directors from amongst those present. All the Directors are Non-Executive and the role of Chairman is confined to the proper conduct of the Board Meeting. Dr. M. Pushpangadan, who has retired with effect from 29th November, 2012, was the Chief Executive also designated as Manager of the Company. Mr. Jaymeen Shah is presently the Manager of the Company.

b) Remuneration of Directors:

The Directors are not paid any remuneration.

c) Independent Directors:

All the members of the Board of the Company are independent in the sense that none of the Directors have any direct or indirect personal interest in the Company.

d) Number of Companies in which an Individual may become a Director:

The Company has appraised its board members about the restriction on number of other directorships and the same is being complied with.

e) Responsibilities of the Board:

Presentations to the Board are made in the areas such as financial results, budgets, business prospects etc. which give Directors, an opportunity to interact with senior managers and other functional heads. Directors are also updated about their role, responsibilities and liabilities.

The Company ensures necessary training to the Directors relating to its business through formal/informal interactions. Systems, procedures and resources are available to ensure that every Director is supplied, in a timely manner, with precise and concise information in a form

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and of a quality appropriate to effectively enable/discharge his duties. The Directors are given time to study the data and contribute effectively to Board discussions. The Non-Executive Directors through their interactions and deliberations give suggestions for improving overall effectiveness of the Board and its Committees. Their inputs are also utilized to determine the critical skills required for prospective candidates for election to the Board. The system of risk assessment and compliance with statutory requirements are in place.

f) Internal Auditors:

Corporate Audit Services department of Larsen & Toubro Limited provides internal audit services.

g) Internal Control:

The Board ensures the effectiveness of the Company’s system of internal controls including financial, operational and compliance controls and risk management systems.

h) Secretarial Audit:

The Secretarial Audit, at regular intervals, is conducted by the Corporate Secretarial department of Larsen & Toubro Limited, which has competent professionals to carry out the said audit.

i) Related Party Transactions:

The details of all the related party transactions form part of the accounts as required under Accounting Standard – 18 issued by ICAI.

14. ACKNOWLEDGEMENTS: The Directors acknowledge the invaluable support extended to the Company by the Financial Institutions, Bankers, vendors, suppliers and

customers. The Directors are pleased to place on record their appreciation for the valuable contribution made by the employees of the Company.

For and on behalf of the Board

Place : Mumbai VIPIN J. SHUKLA N. HARIHARAN SUNEET K. MAHESHWARI VED PRAKASH CHATURVEDIDate : May 14, 2013 Director Director Director Director

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INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF L&T CAPITAL COMPANY LIMITED

REPORT ON THE FINANCIAL STATEMENTSWe have audited the accompanying financial statements of L&T CAPITAL COMPANY LIMITED (‘the Company’), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and 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 STATEMENTSThe Company’s Management is responsible for 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 Standards referred to in Section 211(3C) of the Companies Act, 1956 (‘the Act’). This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

AUDITORS’ RESPONSIBILITYOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

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 the internal controls relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, 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.

OPINIONIn 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS1. As required by the Companies (Auditor’s Report) Order, 2003 (‘the Order’) issued by the Central Government in terms of Section 227(4A) of

the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act; and

(e) On the basis of the written representations received from the directors as on March 31, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

SHARP & TANNANChartered Accountants

Registration No. 109982Wby the hand of

MILIND P. PHADKEPlace : Mumbai PartnerDate : May 14, 2013 Membership No. 033013

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ANNEXURE TO THE AUDITORS’ REPORT(Referred to in paragraph 1 of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of all fixed assets.

(b) As explained to us, all the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, considering the size of the Company and nature of its assets. The frequency of physical verification is reasonable and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets during the year, so as to affect its going concern status.

(ii) The Company does not hold any inventories. Accordingly, the Paragraph 4 (ii) (a), (b) and (c) of the Order is not applicable.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the Paragraph 4(iii) (b), (c) and (d) of the Order, is not applicable.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the Paragraph 4 (iii) (f) and (g) of the Order is not applicable.

(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 services rendered. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) According to the information and explanations given to us, there are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the Paragraph 4 (v) (b) of the Order is not applicable.

(vi) The Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder apply.

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

(viii) According to the information and explanations given to us, the Company, Paragraph 4 (viii) of the Order is not applicable.

(ix) (a) According to the information and explanations given to us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, service tax, cess and other statutory dues, as applicable, with the appropriate authorities. According to the information and explanations given to us, there are no arrears of outstanding statutory dues as at the last day of the financial year for a period exceeding six months from the date they became applicable.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of income tax as at March 31, 2013, which have not been deposited on account of a dispute, are as under:

Name of the Statute Nature of the disputed dues

Amount R Period to which the amount relates

Forum where disputes are pending

Income Tax Act, 1961 Tax, Interest, Penalty 2,82,048 AY 2006-07 ITAT, MUmbai

Income Tax Act, 1961 Tax, Interest, Penalty 1,29,84,610 AY 2010-11 Deputy Commissioner Of Income Tax, Mumbai

(x) The Company has no accumulated losses as at March 31, 2013 and it has not incurred any cash losses in the financial year ended on that date and in the immediately preceding financial year.

(xi) During the year, the Company has not taken loans from any banks or financial institutions. Accordingly, the paragraph 4(xii) of the order is not applicable.

(xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the Paragraph 4 (xii) of the Order is not applicable

(xiii) The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/society are not applicable to the Company. Accordingly, the Paragraph 4 (xiii) of the Order is not applicable.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. The Company has invested surplus fund in the schemes of mutual fund and other investments. According to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The investments have been held by the Company in its own name.

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly, the Paragraph 4 (xv) of the Order is not applicable.

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(xvi) In our opinion and according to the information and explanations given to us, the Company has not obtained any term loans from banks and financial institutions. Accordingly, the Paragraph 4 (xvi) of the Order is not applicable.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investments.

(xviii) According to the information and explanations given to us and the records examined by us, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956, during the year. Accordingly, the Paragraph 4 (xviii) of the Order is not applicable.

(xix) According to information and explanations given to us and the records examined by us, the Company has not issued any debentures during the year. Accordingly, the Paragraph 4 (xix) of the Order is not applicable to the Company.

(xx) According to the information and explanations given to us and the records examined by us, the Company has not raised any money by public issues during the year. Accordingly, Paragraph 4 (xx) of the Order is not applicable to the Company.

(xxi) During the course of our examination of 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 instances of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

SHARP & TANNANChartered Accountants

Registration No. 109982Wby the hand of

MILIND P. PHADKEPlace : Mumbai PartnerDate : May 14, 2013 Membership No. 033013

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BALANCE SHEET AS AT MARCH 31, 2013 As at 31.03.2013 As at 31.03.2012 Note No. R R R R

EQUITY AND LIABILITIES:Shareholders’ fund Share capital 1 220,000,000 220,000,000 Reserves and surplus 2 65,975,197 244,245,772

285,975,197 464,245,772Non-current liabilities Long-term provisions 3 1,780,378 177,212

1,780,378 177,212Current liabilities Short Term Borrowings 4 – 1,035,000,000 Short-term provisions 5 906,940 838,324 Other current liabilties 6 7,792,741 6,536,329 Deferred tax liabilities 9 294,995 –

8,994,676 1,042,374,653

TOTAL 296,750,251 1,506,797,637

ASSETS:Non-current assets Fixed assets Tangible assets 7 2,216,866 1,115,438

2,216,866 1,115,438 Non-current investments 8 9,150,901 1,350,828,704 Deferred tax assets 9 – 228,757 Long-term loans and advances 10 13,841,440 15,508,061

22,992,341 1,366,565,522Current assets Current investments 11 32,032,581 21,987,879 Trade receivables 12 30,680,719 17,086,718 Cash and bank balances 13 3,827,122 5,863,322 Short-term loans and advances 14 204,410,000 92,850,000 Other Current Assets 15 590,622 1,328,758

271,541,044 139,116,677

TOTAL 296,750,251 1,506,797,637

SIGNIFICANT ACCOUNTING POLICIES 20NOTES TO THE FINANCIAL STATEMENTS 21

As per our report of even date

SHARP & TANNANChartered AccountantsRegistration No. 109982Wby the hand of


MILIND P. PHADKEPartnerMembership No. 033013

N. HARIHARAN VIPIN SHUKLA SUNEET K. MAHESHWARI VED PRAKASH CHATURVEDI

Director Director Director Director

Place : MumbaiDate : May 14, 2013


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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2013 2012-2013 2011-2012 Note No. R R R R

INCOME:

Revenue from operations 16 102,923,413 63,950,575

Other income 17 47,273,604 35,769,099

TOTAL INCOME 150,197,017 99,719,674

EXPENSES:

Employee Benefits Expense 18 85,514,597 17,631,748

Administration and Other Expenses 19 30,132,259 14,298,814

Interest and Finance Charges 398 355

Depreciation and Amortisation 345,587 358,257

TOTAL EXPENSES 115,992,841 32,289,174

Profit before exceptional items and taxes 34,204,176 67,430,500

Exceptional items – 6,890,999

Profit before tax 34,204,176 74,321,499

Tax expense:

Current tax 6,298,659 14,533,622

Short provision for earlier years 4,442,399 –

Deferred tax 9 523,752 (103,983)

MAT credit entitilement (3,341,659) (5,974,622)

7,923,151 8,455,017

Profit after Tax 26,281,025 65,866,482

Earnings per equity share:

Basic earnings per equity share 1.19 2.99

Diluted earnings per equity share 1.19 2.99

Face value per equity share (R) 10 10

SIGNIFICANT ACCOUNTING POLICIES 20

NOTES TO THE FINANCIAL STATEMENTS 21









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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH, 20132012-2013

R2011-2012

R

A. Cash Flow from operating activitiesProfit before tax as per Statement of Profit and Loss 34,204,176 74,321,499Add:Depreciation 345,587 358,257Provision for leave encashment 1,025,523 176,818Provision for gratuity 59,461 166,457Interest 398 355Profit on sale of investments (3,091,702) (4,330,000)Foreign Exchange Gain/(Loss) (340,778) (268,237)Dividend from investments (22,766,076) (24,966,955)Sundry balances written back (net) – 1,874,749Loss on sale of assets 18,297 7,531

Operating Profit before working capital changes 9,454,886 47,340,474Add/(Less):(Increase)/Decrease in trade receivables (13,594,001) (8,269,243)(Increase)/Decrease in short term & long term loans and advances (111,066,633) 534,895(Increase)/Decrease in deposit with bank with maturity of more than 3 months (121,468) (81,793)Increase/(Decrease) in current & non-current liabilities and provisions (1,113,790) (43,919,995)

Cash generated from operations (116,441,006) (4,395,662)Direct tax paid (2,190,231) (9,546,852)

Net cash from operating activities (118,631,237) (13,942,514)

B. Cash flow from investing activitiesSale of fixed assets 149,004 24,000Purchase of fixed assets (1,614,316) (442,490)Sale of investments 1,398,979,825 18,110,002Purchase of investments (60,791,702) (21,987,879)Investments in subsidiaries (3,463,320) (4,426,797)Dividend from investments 22,766,076 24,966,955

Net cash (used in)/from investing activites 1,356,025,567 16,243,791

C. Cash flow from financing activitiesRepayment of unsecured loans (1,035,000,000) –Interest paid (398) (355)Dividend paid (includes Dividend Distribution Tax) (204,551,600) –

Net cash (used in)/from financing activites (1,239,551,998) (355)

Net (decrease)/increase in cash and cash equivalents (A+B+C) (2,157,668) 2,300,922Cash and cash equivalents at beginning of the year 4,469,563 2,168,641

Cash and cash equivalents at end of the year 2,311,895 4,469,563

Notes:1. Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard (AS) 3 Cash Flow Statements.

2. Cash and cash equivalents represent cash and bank balances.

3. Previous year figures have been regrouped wherever applicable.









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NOTES TO FINANCIAL STATEMENTS

As at 31.03.2013 As at 31.03.2012

No. of Shares R No. of Shares R

1. SHARE CAPITAL

The Company has issued Equity Share Capital, the details in respect of which are given below

1. (I) Number, face value and amount of shares authorised, issued, subscribed and paid-up

Authorised

Equity Shares of R 10 each 30,000,000 300,000,000 30,000,000 300,000,000

Issued, Subscribed & Paid up

Equity Shares of R 10 each 22,000,000 220,000,000 22,000,000 220,000,000

Total Issued, Subscribed & Paid up share capital 220,000,000 220,000,000

1. (II) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of R 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 remaining assets of the Company, after distribution of all preferntial amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

As at 31.03.2013 As at 31.03.2012

No. of Shares R No. of Shares R

1. (III) Reconcilaition of the shares outstanding at the begining and at the end of the year

Equity Shares

Balance at the beginnig of the year 22,000,000 220,000,000 22,000,000 220,000,000

Issued during the year – – – –

Balance at the end of the year 22,000,000 220,000,000 22,000,000 220,000,000

1. (IV) Shares held by Holding Company

Larsen & Toubro Limited (Equity Shares of R 10 each fully paid) 22,000,000 220,000,000 22,000,000 220,000,000

1. (V) Details of shareholders holding more than 5% shares in the Company

As at 31.03.2013 As at 31.03.2012

No. of Shares % holding No. of Shares % holding

Equity Shares of R 10 each fully paid

* Held by Larsen & Toubro Limited (Holding Company) and it’s nominee. 22,000,000 100% 22,000,000 100%

As at 31.03.2013 As at 31.03.2012

R R R R

2. RESERVES & SURPLUS

2. (I) General reserves

Balance as per last financial statements 39,000,000 39,000,000

Add : Transferred from surplus in the Statement of Profit and Loss – –

TOTAL 39,000,000 39,000,000

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NOTES TO FINANCIAL STATEMENTS (Contd.)

As at 31.03.2013 As at 31.03.2012

R R R R

2. (II) Surplus in the Statement of Profit and Loss

Balance as per last financial statements 205,245,772 139,379,290

Add: Net Profit for the year 26,281,025 65,866,482

Less : Appropriations

Interim equity dividend 176,000,000 –

Tax on interim equity dividend 28,551,600 –

Net surplus in the Statement of Profit and Loss 26,975,197 205,245,772

TOTAL 65,975,197 244,245,772

3. LONG-TERM PROVISIONS

For Employee benefits

- Gratuity 721,018 92,248

- Leave Encashment 1,055,334 48,626

- Interest Guarantee on Provident Fund 4,026 36,338

1,780,378 177,212

TOTAL 1,780,378 177,212

4. SHORT TERM BORROWINGS

Loans from Holding Company – 1,035,000,000

TOTAL – 1,035,000,000

5. SHORT-TERM PROVISIONS

For Employee benefits

- Gratuity 5,691 575,000

- Leave Encashment 134,480 263,324

140,171 838,324

For Income taxes 766,769 –

TOTAL 906,940 838,324

6. OTHER CURRENT LIABILITIES

Payable to related parties 569,242 261,689

Accrued Expenses 4,479,127 4,011,720

Statutory Liabilities 1,973,246 2,247,883

Other Liabilities 771,126 15,037

TOTAL 7,792,741 6,536,329

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7. FIXED ASSETS

FIXED ASSETS

GROSS BLOCK (AT COST) DEPRECIATION / AMORTISATION NET BLOCK

As at 01.04.2012

Additions Deductions As at 31.03.2013

Upto 31.03.2012

For the period Deductions Upto 31.03.2013

As at 31.03.2013

As at

31.03.2012

R R R R R R R R R R

TANGIBLE ASSETS

Plant and equipment 859,625 789,976 526,389 1,123,212 326,554 98,465 359,088 65,931 1,057,281 533,071

Furniture and fixtures – 17,150 – 17,150 – 1,020 – 1,020 16,130 –

Computers and peripherals 1,727,620 807,190 – 2,534,810 1,145,253 246,102 – 1,391,355 1,143,455 582,367

(A) 2,587,245 1,614,316 526,389 3,675,172 1,471,807 345,587 359,088 1,458,306 2,216,866 1,115,438

INTANGIBLE ASSETS

Computer Software 3,200,000 – – 3,200,000 3,200,000 – – 3,200,000 – –

(B) 3,200,000 – – 3,200,000 3,200,000 – – 3,200,000 – –

TOTAL (A+B) 5,787,245 1,614,316 526,389 6,875,172 4,671,807 345,587 359,088 4,658,306 2,216,866 1,115,438

Previous year 5,673,815 442,490 329,060 5,787,245 4,611,079 358,257 297,529 4,671,807 1,115,438

Face Value As at 31.03.2013 As at 31.03.2012

(Fully paid up) R/$ per share/units

No. of shares/units R


8. NON CURRENT INVESTMENTS

8. (I) Trade Investments (valued at cost unless stated otherwise)

Investment in equity instruments

Subsidiary Companies

L&T Trustee Company Private Limited 10 10,000 100,000 10,000 100,000

L&T Asset Management Company Limited $1 32,965 1,685,062 19,300 907,767

L&T Diversified India Equity Fund (Formerly known as L&T Real Estate India Fund) $1 41,535 2,116,886 25,800 1,220,137

Mango Investments Limited $1 35,150 1,743,643 24,750 1,151,730

Peacock Investments Limited $1 35,395 1,757,180 24,750 1,151,730

Lotus Infrastructure Investment Limited $1 35,250 1,748,130 24,850 1,156,217

TOTAL (A) 9,150,901 5,687,581

Associate Companies

Quoted

Salzer Electronics Limited 10 – 2,679,808 163,313,376

Unquoted

Feedback Ventures Private Limited 100 – 3,790,000 379,000,000

JSK Electricals Private Limited 10 – 2,120,040 21,200,400

Asia Alloys Precicasters Private Limited 10 – 1,378,000 –

Rishi Consfab Private Limited 10 – 2,704,000 27,040,000

Magtorq Private Limited 100 – 9,000 44,249,250

TOTAL (B) – 634,803,026

S-1903



Face Value As at 31.03.2013 As at 31.03.2012

(Fully paid up) R per share/units



Other Investments

Astra Microwave Products Limited – 7,950,045 230,016,175

BSCPL Infrastructure Limited – 611,616 350,456,000

Windsor Machines Limited – 49,268 1,656,432

Alstom T & D India Limited – 478,534 98,567,456

Schneider Electric Infrastructure Limited – 478,534 29,642,034

TOTAL (C) – 710,338,097

GRAND TOTAL (A+B+C) 9,150,901 1,350,828,704

Less : Provision for dimunition in the value of Investments –

GRAND TOTAL 9,150,901 1,350,828,704

Market Value of Quoted Investments – 554,851,892.70

9. DEFERRED TAX ASSET/LIABILITIES

Particulars

Deferred tax liabilities/(assets)

As at 31.03.2013

Deferred tax liabilities/(assets) As at 31.03.2012

Deferred tax liabilities

Difference between book and tax depreciation 294,995 88,943

TOTAL 294,995 88,943

Deferred tax (assets)

Unpaid statutory liabilities/provision for compensated absences – (101,212)

Unpaid statutory liabilities/provision for gratuity – (216,488)

TOTAL – (317,700)

Net deferred tax liability/(assets) 294,995 (228,757)

Charged to Statement of Profit and Loss 523,752 (103,983)

As at 31.03.2013 As at 31.03.2012

R R R R

10. LONG TERM LOANS AND ADVANCES

Loans and advances to related parties (Unsecured, considered good) 6,924,971 5,084,193

Advance Tax (Net) 4,432,469 7,939,868

Security Deposit 2,484,000 2,484,000

TOTAL 13,841,440 15,508,061

S-1904



As at March 31, 2013 As at March 31, 2012

No. of units R No. of units R

11. CURRENT INVESTMENTS

Trade Investments (valued at cost unless stated otherwise)

Quoted investments

Investments in units of Mutual Fund

Kotak Floater Short Term - Growth 1,604.9561 3,032,581 1,263,754.48 21,987,879

Kotak Bond Scheme Plan A - Direct Plan-Growth 861,620.738 29,000,000

TOTAL 32,032,581 21,987,879

Market Value of Quoted Investments 32,320,396.37 22,190,896.81

As at 31.03.2013 As at 31.03.2012

R R R R

12. TRADE RECEIVABLES

Others (Unsecured, Considered good) 18,641,934 16,590,368

Due from related parties 12,038,785 496,350

TOTAL 30,680,719 17,086,718

13. CASH AND BANK BALANCES

Cash and cash equivalents

Balances with banks:

On Current accounts 2,303,926 4,467,234

Cash on hand 7,969 2,329

2,311,895 4,469,563

Other bank balances

Deposits with maturity more than 3 months but less than 12 months 1,515,227 1,393,759

TOTAL 3,827,122 5,863,322

14. SHORT TERM LOANS AND ADVANCES

Loans and advances to related parties

Inter corporate Deposits (Unsecured, considered good) 204,410,000 92,850,000

TOTAL 204,410,000 92,850,000

15. OTHER CURRENT ASSETS

Interest Accrued but not due on Fixed Deposit 56,009 58,070

Advance recoverable in cash or kind 534,613 1,270,688

TOTAL 590,622 1,328,758

S-1905



2012-2013 2011-2012

R R R R

16. REVENUE FROM OPEARTIONS

Syndication Fees 97,856,541 59,488,874

Consultancy Fees 4,521,375 4,011,701

Brokerage on Equity 275,497 –

Portfolio Management Fees – 450,000

Referral Fees 270,000 –

TOTAL 102,923,413 63,950,575

17. OTHER INCOME

Interest on:

Inter corporate deposits 10,110,597 5,990,668

Deposit account with banks 132,675 108,239

10,243,272 6,098,907

Dividend from investments 22,766,076 24,966,955

Profit on sale of investments 3,091,702 4,330,000

Foreign Exchange Gain/(Loss) 340,778 268,237

Business Support Charges 10,709,194 –

Others 122,582 105,000

TOTAL 47,273,604 35,769,099

18. EMPLOYEE BENEFITS EXPENSE

Salaries 80,278,280 16,544,107

Contribution to and provision for:

Provident fund and Pension fund 2,933,893 397,055

Gratuity fund 751,769 166,457

Superannuation fund 120,000 162,000

Interest Cost- Providend Fund – 36,338

Compensated absences/leave encashment 1,244,733 176,818

5,050,395 938,668

Welfare and other expenses 185,922 148,973

TOTAL 85,514,597 17,631,748

S-1906



2012-2013 2011-2012

R R R R

19. ADMINISTRATION AND OTHER EXPENSES

Rent 6,358,856 2,951,761

Repairs and maintenance

Plant and equipment 360,713 303,136

Others 1,866,774 487,301

2,227,487 790,437

Printing and stationery 441,433 37,928

Electricity charges 256,835 –

Software charges 4,287,151 –

Telephone, postage and courier 1,263,948 448,476

Travelling and conveyance 4,179,364 1,486,217

Recruitment Expenses 3,533,186 3,375,000

Professional charges 4,312,649 1,674,183

Auditors’ remuneration:

Audit fees 140,450 125,000

Tax audit fee 28,090 25,000

Limited review fees 50,562 –

Certifications 219,433 165,750

Expenses reimbursed 10,650 1,588

449,185 317,338

Reversal of Excess Provision – 1,874,749

Miscellaneous expenses 2,822,165 1,342,725

TOTAL 30,132,259 14,298,814

20. SIGNIFICANT ACCOUNTING POLICIES1. Basis of Preparation:

The Company maintains its financial statements on accrual basis following the historical cost convention in accordance with Generally Accepted Accounting Principles (’GAAP’) and in compliance with the Accounting Standards specified in the Companies (Accounting Standards) Rules, 2006 notified by the Central Government and other provisions of the Companies Act, 1956.

2. Use of Estimates:

The preparation of financial statements in conformity with GAAP requires that the management of the Company makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the financial statements. Examples of such estimates include the useful lives of fixed assets, provision for doubtful debts/advances, future obligations in respect of retirement benefit plans, etc. Actual results could differ from these estimates. Any revisions to accounting estimates are recognised prospectively in the current and future periods. Wherever changes in presentation are made, comparative figures of the previous year are regrouped accordingly.

3. Revenue Recognition:

a. Fees are recognised as income on successful completion of assignments.

b. Interest income is accrued at applicable interest rate.

c. Other items of income are accounted as and when the right to receive arises.

4. Employee Benefits:

a. Short-term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as, salaries, short-term compensated absences, etc., and expected cost of bonus, ex-gratia are recognised in the period in which the employee renders the related service.

S-1907


NOTES TO FINANCIAL STATEMENTS (Contd.) b. Post-employment benefits

i. Defined contribution plans: The Company’s superannuation scheme, state governed provident fund scheme and employee pension scheme are defined contribution plans. The contribution paid/payable under the schemes is recognised during the period in which the employee renders the related service.

ii. Defined benefit plans: The employees’ gratuity fund scheme is wholly funded. The present value of the obligation under defined benefit plan is based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plans, is based on the market yields on government securities as at the Balance Sheet date, having maturity periods approximating to the terms of related obligations.

Actuarial gains and losses are recognised immediately in the Statement of Profit and Loss.

iii. Long-term employee benefits: The obligation for long term employee benefits such as long-term compensated absences is recognised as defined benefits plans.

5. Fixed Assets:

a. Fixed assets are capitalised at acquisition cost (net of duty credits availed, if any), including directly attributable costs, such as, freight, insurance and specific installation charges for bringing the assets to working condition for use.

b. Expenditure relating to existing fixed assets is added to the cost of the assets, where it increases the performance/life of the assets as assessed earlier.

c. Fixed assets are eliminated from financial statements either on disposal or when retired from active use

6. Impairment of assets:

As at each Balance Sheet date, the carrying amount of assets is tested for impairment so as to determine:

(a) the provision for impairment loss, if any; and

(b) the reversal of impairment loss recognised in previous periods, if any.

Impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount.

Recoverable amount is determined:

(a) in the case of an individual asset, at the higher of the net selling price and the value in use; and

(b) in the case of a cash generating unit (a group of assets that generates identified, independent cash flows), at the higher of the cash generating unit’s net selling price and the value in use.

(Value in use is determined as the present value of estimated future cash flows from the continuing use of an asset and from its disposal at the end of its useful life.)

7. Intangible assets and Amortisation:

Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the asset will flow to the enterprise and the cost of the asset can be measured reliably. Intangible Assets and is amortised as under:

Computer software - in the year of incurrence

Administrative and other general overhead expenses that are specifically attributable to acquisition of intangible asset are allocated and capitalized as a part of the cost of the intangible assets.

Amortisation on impaired assets is provided by adjusting the amortisation charges in the remaining period so as to allocate the asset’s revised carrying amount over its remaining useful life

8. Investments:

a. Long-term investments are carried at cost, after providing for any diminution in value, if such diminution is other than temporary.

b. Current investments are carried at lower of cost or fair value. The determination of carrying amount of such investments is done on the basis of specific identification.

9. Leases:

a. Assets acquired under leases where the Company has substantially all the risks and rewards of ownership are classified as finance leases. Such assets are capitalised at the inception of the lease at the lower of the fair value or the present value of 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.

b. Assets acquired on lease where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating lease. Lease rentals are charged to the Profit and Loss Account on accrual basis.

c. Assets given under a finance lease are recognised as a receivable at an amount equal to the net investment in lease. Lease income is recognised over the period of the lease so as to yield a constant rate of return on the net investment in the lease.

S-1908


NOTES TO FINANCIAL STATEMENTS (Contd.) d. Asset leased out under operating lease are capitalised. Rental income is recognised on accrual basis over the lease term.

e. Initial direct costs relating to assets given on finance lease are charged to Profit and Loss Account.

10. Depreciation:

a. Depreciation on assets has been provided on straight-line method at the rates and in the manner as provided in Schedule XIV to the Companies Act, 1956.

b. Depreciation for additions to/deductions from assets is calculated pro-rata from/to the date of additions/deductions.

c. Depreciation on assets acquired and given to employees under the hard furnishing scheme has been provided @ 18% per annum on straight-line method.

11. Taxes on income:

a. Tax on income for the current period is determined on the basis of taxable income and tax credits computed in accordance with the provisions of the Income tax Act 1961, and based on expected outcome of assessments/appeals.

b. Deferred tax is recognised on timing differences between the accounting income and the taxable income for the year and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.

c. Deferred tax assets relating to unabsorbed depreciation/business losses/losses under the head ‘capital gains’ are recognised and carried forward to the extent there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

d. Other deferred tax assets are recognised and carried forward to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

e. Minimum Alternate Tax (MAT) credit is recognized as an asset only when and to the extent there is convincing evidence that the Company will pay normal Income Tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the Guidance Note issued by the ICAI, the said assets is created by way of a credit to the Statement of Profit and Loss.

12. Provisions, Contingent liabilities and Contingent assets:

Provisions are recognised for liabilities that can be measured only by using a substantial degree of estimation, if

a. the Company has a present obligation as a result of a past event;

b. a probable outflow of resources is expected to settle the obligation; and

c. the amount of the obligation can be reliably estimated.

Contingent liability is disclosed in case of

a. a present obligation arising from past events, when it is possible that an outflow of resources will be required to settle the obligation.

b. a present obligation arising from past events when no reliable estimate is possible; and

c. a possible obligation arising from past events where the probability of outflow of resources is not remote.

Contingent assets are neither recognised nor disclosed.

Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.

13. Cash and Cash equivalents:

Cash and Bank Balances that have insignificant risk of change in value including term deposits, which have original durations up to three months, are included in cash and cash equivalents in the Cash Flow Statement.

14. Earnings per share:

Basic and diluted earnings per share are computed in accordance with Accounting Standard-20 – Earnings per share.

Basic earnings per share is calculated by dividing the net profit or loss after tax for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per equity share are computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the year, except where the results are anti-dilutive.

21. NOTES FORMING PART OF THE FINANCIAL STATEMENTS AS AT MARCH 31, 2013 (1) Contingent liabilities and Commitments

Particulars As at 31.03.13 R

As at 31.03.12 R

Income –tax liability (including interest and penalty) that may rise in respect of which the Company is in appeal. 1,32,66,658 44,92,828

TOTAL 1,32,66,658 44,92,828

S-1909


NOTES TO FINANCIAL STATEMENTS (Contd.) (2) The Manager’s salary and perquisites charged to accounts:

2012-13R

2011-12R

Salary 38,83,737 42,69,712

Contribution to provident fund 95,600 1,29,600

Contribution to superannuation fund 1,20,000 1,62,000

Perquisites 1,92,906 2,04,097

TOTAL 42,92,243 47,65,409

(3) Provision for income tax is R 29,57,000/- for the year ended March 31,2013 after providing minimum alternate tax credit of R 33,41,659/-. The future minimum alternate tax credit entitlement is R 25,13,516/-.

(4) The Company has no dues payable to suppliers under the Micro, Small and Medium Enterprises Development Act,2006 as at March 31, 2013.

(5) Employee Benefits:

(a) Defined Contribution Plans:

An amount of R 30,53,893 is recognised as an expense and included in ‘Employee Benefits Expense’ in the Statement of Profit and Loss.

(b) Defined Benefit Plans:

The amounts recognised in Balance Sheet are as follows:

Particulars

Gratuity Plan As at 31.03.13

Gratuity Plan As at 31.03.12

R R

A. Amount to be recognised in Balance Sheet

Present Value of Defined Benefit Obligation

- Wholly funded – –

- Wholly unfunded 7,26,709 6,67,248

Less: Fair value of plan assets – –

Unrecognised past service costs – –

Amount to be recognised as liability or (asset) 7,26,709 6,67,248

B. Amounts reflected in the Balance Sheet

Liability 7,26,709 6,67,248

Assets – –

Net liability/(asset) 7,26,709 6,67,248

Current 5,691 5,75,000

Non-Current 7,21,018 92,248

The amount recognised in Statement of Profit and Loss as follows:

Particulars

Gratuity Plan 2012-2013

Gratuity Plan 2011-2012

R R

1 Current service cost 3,08,948 63,260

2 Interest on Defined Benefit Obligation 53,554 46,534

3 Expected return on plan assets – –

4 Past service cost (non-vested benefit) recognised – –

5 Past service cost (vested benefit) recognised – –

6 Recognition of transition liability – –

7 Actuarial losses/(gains) 3,89,267 56,663

8 Expenses recognised in Statement of Profit and Loss 7,51,769 1,66,457

S-1910


NOTES TO FINANCIAL STATEMENTS (Contd.) (c) The changes in the present value of defined benefit obligation representing reconciliation of opening and closing balance thereof

are as follows:

ParticularsGratuity Plan

As at 31.03.13 Gratuity Plan

As at 31.03.12 R R

Balance of the present value of

Defined Benefit Obligation as at April 1 , 2012 6,67,248 5,00,791

Add: Current service cost 3,08,948 63,260

Add: Interest cost 53,554 46,534

Add/(Less): Actuarial losses/(gain) 3,89,267 56,663

Less: Employers contribution (6,92,308) –

Amount recognised in Balance Sheet as at March 31, 2013 7,26,709 6,67,248

(d) Principal actuarial assumptions at the Balance Sheet date (expressed as weighted averages):

i. Discount rate as on 31.03.2012 8.50%

ii. Salary escalation on 31.03.2012 4.00%

iii. Discount rate as on 31.03.2013 8.25%

iv. Salary escalation on 31.03.2013 4.00%

(e) The estimates for future salary increased, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors, such, as supply and demand in the employment market.

The amounts pertaining to defined benefit plans are as follows:

ParticularsAs at 31.03.13 As at 31.03.12

R R

1. Gratuity Plan

Defined Benefit Obligation 7,26,709 6,67,248

Plan assets – –

Surplus/(Deficit) (7,26,709) (6,67,248)

2. Leave encashment 11,89,814 3,11,950

(f) General description of defined benefit plans:

Gratuity plan:

The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days’ salary last drawn for each completed year of service. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service. The Company’s scheme is more favourable compared to the obligation under the Payment of Gratuity Act, 1972.

Provident Fund:

During the year the Company has revised the interest rate guarantee on provident fund of R 4,026.

(6) Segment Reporting:

The Company’s business activities fall within a single segment. Viz, Portfolio Management, Mutual Fund Distribution and predominantly operates in domestic market. Accordingly, disclosure requirements under Accounting Standard (AS) 17 Segment Reporting, are not applicable.

(7) Related party disclosures:

(a) Names of the related parties and description of relationship:

Sr.No.

Name of the Related Party Relationship

1. Larsen & Toubro Limited Holding Company

2. L&T Trustee Company Private Limited Subsidiary Company

3. L&T Asset Management Limited Subsidiary Company

4. L&T Diversified India Equity Fund (Formerly known as L&T Real Estate India Fund) Subsidiary Company

5. Lotus Infrastructure Investments Limited Subsidiary Company

6. Peacock Investments Limited Subsidiary Company

7. Mango Investments Limited Subsidiary Company

S-1911



Sr.No.

Name of the Related Party Relationship

8. L&T Finance Limited Fellow Subsidiary

9. L&T Finance Holdings Limited Fellow Subsidiary

10. L&T General Insurance Company Limited Fellow Subsidiary

11. L&T Investment Management Limited Fellow Subsidiary

12. L&T Infrastructure Finance Company Limited Fellow Subsidiary

13. L&T MHI Boilers Private Limited Fellow Subsidiary

14. L&T Capital Markets Limited Fellow Subsidiary

15. L&T Fincorp Limited Fellow Subsidiary

16. Salzer Electronics Limited Associate Company (upto 31-01-2013)

17. Feedback Infrastructure Services Private Limited Associate Company (upto 28-09-2012)

18. JSK Electricals Private Limited Associate Company (upto 10-10-2012)

19. Rishi Consfab Private Limited Associate Company (upto 10-10-2012)

20. Magtorq Private Limited Associate Company (upto 10-10-2012)

(b) Disclosure of related party transactions:

Sr.No.

Nature of transaction/relationship/major parties2012-2013

R2011-2012

R

i. Services and other income (including interest) Interest income on ICD Fellow Subsidiaries: L&T Finance Limited L&T Fincorp Limited Consultancy fees Fellow Subsidiaries: L&T Investment Management Limited Directors sitting fees Associates: Feedback Infrastructure Services Private

Limited Salzer Electronics Limited

36,83,26464,27,333

3,08,990

60,00030,000

59,90,668––

–

60,00045,000

TOTAL 1,05,09,587 60,95,668ii. Dividend received

Associates: Feedback Infrastructure Services Private Limited Salzer Electronics Limited Magtorq Private Limited

66,32,50032,15,77063,00,000

75,80,00042,87,69381,00,000

TOTAL 1,61,48,270 199,67,693iii. Rent paid, including lease rentals

Fellow Subsidiaries: L&T Finance Limited L&T Infrastructure Finance Company Limited L&T Finance Holdings Limited L&T Investment Management Limited

––

20,67,42413,85,938

84,38115,88,32015,74,400

–TOTAL 34,53,362 32,47,101

iv. Professional charges paid Holding Company: Larsen & Toubro Limited 2,02,979 6,57,051TOTAL 2,02,979 6,57,051

S-1912



Sr.No.


R2011-2012

R

v. Salary, cost of employees on deputation Fellow Subsidiaries: L&T Finance Limited – 15,79,445TOTAL – 15,79,445

vi. Expenditure reimbursedHolding Company: Larsen & Toubro LimitedFellow Subsidiaries: L&T Finance Limited L&T Investment Management Limited L&T MHI Boilers Private Limited

17,66,865

1,20,0001,400

19,673

5,62,247

1,88,433––

TOTAL 19,07,938 7,50,680vii. Dividend paid

Holding Company: Larsen & Toubro Limited 17,60,00,000 –TOTAL 17,60,00,000 –

viii. Unsecured loans Loan repaid: Holding Company: Larsen & Toubro Limited 1,03,50,00,000 –TOTAL 1,03,50,00,000 –Loan outstanding: Holding Company: Larsen & Toubro Limited – 103,50,00,000TOTAL – 103,50,00,000

ix. Subscription/purchase of equity shares Subsidiary: L&T Asset Management Company Limited L&T Diversified India Equity Fund (Formerly known as L&T Real Estate India Fund) Lotus Infrastructure Investments Ltd. Peacock Investments Ltd Mango Investments Ltd

7,77,2958,96,749

5,91,9136,05,4505,91,913

9,07,72212,20,092

7,69,6627,64,6617,64,661

TOTAL 34,63,320 44,26,798x. Investments transferred to

Holding Company: Larsen & Toubro LimitedFellow Subsidiaries: L&T Infrastructure Finance Company Limited

61,56,85,123

72,94,56,000

891,24,90,300

–TOTAL 1,34,51,41,123 8,91,24,90,300

xi. Investments transferred from Holding Company: Larsen & Toubro Limited – 890,81,60,300TOTAL – 890,81,60,300

xii. Advances receivable Subsidiary: L&T Asset Management Company Limited L&T Real Estate India Fund Lotus Infrastructure Investments Ltd. Peacock Investments Ltd Mango Investments Ltd.

26,64,41320,96,2147,21,4487,21,4487,21,448

10,91,26919,64,537

6,76,1296,76,1296,76,129

TOTAL 69,24,971 50,84,193

S-1913



Sr.No.


R2011-2012

R

xiii. Receivable from Holding Company: Larsen & Toubro Limited Fellow Subsidiaries: L&T General Insurance Company Limited L&T Capital Markets Limited

–

5,935120,32,850

4,96,350

––

TOTAL 120,38,785 4,96,350xiv. Payable to

Fellow Subsidiaries: L&T Finance Limited L&T Fincorp Limited Holding Company: Larsen & Toubro Limited

–24,633

6,41,170

3,11,688–

–TOTAL 6,65,803 3,11,688

xv. Loans and Advances (including Inter Company deposits) Fellow Subsidiaries: L&T Finance Limited L&T Fincorp Limited Holding Company: Larsen & Toubro Limited

–20,44,10,000

50,000

9,28,50,000–

50,000TOTAL 20,44,60,000 9,29,00,000

(8) Leases

Operating Leases:

a) Lease rental expenses in respect of operating leases for the year is R Nil. (Previous year R 84,381.)

b) Contingent rents recognised as income/expense during the year is R Nil.

(9) Earnings Per Share:

Particulars 2012-13 2011-12

a) Profit after taxes as per Statement of Profit and Loss R 2,62,81,025 R 6,58,66,482

b) Number of equity shares 22,000,000 22,000,000

c) Nominal value per equity share R 10 R 10

d) Earnings Per Share (Basic and Diluted) R 1.19 R 2.99

(10) Investment of R 61,56,85,123/- has been sold to Larsen & Toubro Limited (the Holding Company) and Investment of R 72,94,56,000/- has been sold to L&T Infrastructure Finance Company Limited. (the Fellow Subsidiary).

(11) Previous year figures have been regrouped/reclassified wherever required.









S-1914


Name of the subsidiary L&T Trustee Company Private Limited

L&T Diversified India Equity Fund

L&T Asset Management Ltd.

Financial year of the subsidiary Company ended on 31.3.2013 31-12-2012 31-12-2012

Number of Shares in the subsidiary Company held by L&T Capital Company at the above date - Equity shares 10,000 38,500 29,500

- Preference shares NIL NIL NIL

The extent of interest in subsidiary companies of L&T Capital Company Limited as at the above dated

100% 100% 100%

The net aggregate of profits, less losses, of the subsidiary Company so far as it concerns the members of Larsen & Toubro Limited:

R R R

(i) Dealt with in the accounts of L&T Capital Company amounted to

(a) for the subsidiary’s financial year ended March 31, 2013 and December 31, 2012

NIL NIL NIL

(b) for previous financial years of the subsidiary since it became subsidiary of L&T Capital Company Limited

NIL NIL NIL

(ii) Not dealt with in the accounts of L&T Capital Company amounted to:


(12,208) (873,543) (767,503)


(12,155) (786,276) (636,734)

Changes in the interest of L&T Capital Company between the end of the subsidiary’s financial year and March 31, 2013

Number of shares acquired NA NA NA

Material changes between the end of the subsidiary’s financial year and March 31, 2013

(i) Fixed assets (net additions) NA NA NA

(ii) Investments NA NA NA

(iii) Moneys lent by the subsidiary NA NA NA

(iv) Moneys borrowed by the subsidiary Company other than for meeting current liabilities

NA NA NA

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES





S-1915


Name of the subsidiary Mango Investments Ltd. Peacock Investments Ltd. Lotus Infrastructure Investment Ltd.

Financial year of the subsidiary Company ended on 31.3.2013 31-12-2012 31-12-2012

Number of Shares in the subsidiary Company held by L&T Capital Company at the above date - Equity shares 32,500 32,500 32,600

- Preference shares NIL NIL NIL

The extent of interest in subsidiary companies of L&T Capital Company Limited as at the above dated

100% 100% 100%

The net aggregate of profits, less losses, of the subsidiary Company so far as it concerns the members of Larsen & Toubro Limited:

R R R

(i) Dealt with in the accounts of L&T Capital Company amounted to


NIL NIL NIL


NIL NIL NIL

(ii) Not dealt with in the accounts of L&T Capital Company amounted to:


(590,950) (604,239) (609,121)


(520,991) (520,991) (526,133)

Changes in the interest of L&T Capital Company between the end of the subsidiary’s financial year and March 31, 2013

Number of shares acquired NA NA NA

Material changes between the end of the subsidiary’s financial year and March 31, 2013

(i) Fixed assets (net additions) NA NA NA

(ii) Investments NA NA NA

(iii) Moneys lent by the subsidiary NA NA NA

(iv) Moneys borrowed by the subsidiary Company other than for meeting current liabilities

NA NA NA

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES





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