Arun Excello Infrastructure Private Limited

7/27/2019 Arun Excello Infrastructure Private Limited

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ARUN EXCELLO INFRASTRUCTURE PRIVATE LIMITED (Demerged Company

DIRECTORS REPORT

Your Directors have immense pleasure in presenting the Annual Report on the business and operations of your Company together with auditeaccounts for the financial year ended March 31, 2008.

I. FINANCIAL RESULTS

(Rs. in Lakhs

Particulars 2007-2008 2006-200

Sources of funds

Shareholders funds 10,250.76 900.0

Loan Fund 5,045.90 5,885.3

Deferred Tax Liability 95.1

TOTAL 15,296.66 6,880.4

Application of Funds

Fixed Asset & Pre-operative Expenses 13,456.99 1,458.1

Net Current Assets 1,830.22 5,385.4

Preliminary expenses 6.72 6.8

Profit and Loss Account 2.73 30.0

TOTAL 15,296.66 6,880.4

II. APPROPRIATION AND DIVIDENDS

The Directors do not recommend any dividend for the current period. Further no appropriations have been made during the year under review

III. OPERATIONAL REVIEW

During the year under review, your Company proposed to demerge other business carried out, retaining only the business relating to IT / ITESSEZ and to focus on the same.

Your Company has also obtained necessary approvals from the Board / Shareholders of the Company and filed necessary application fodemerger before the Honble High Court, Chennai.

The Honble High Court by its order dated December 17, 2007 has approved the said demerger and accordingly your Company will focus onlon IT / ITES SEZ related business.

In order to meet the growing demand for IT / ITES commercial space, your Company is developing approximately 3 million Sq. ft, in an area o28 acres of land situated at Vallancheri Village, Chenglepet Taluk. The Signature Tower will be completed by December 2008 and the wholeproject is expected to be completed by the year 2011-12.

In accordance with the Shareholders Agreement entered by your Company with L&T Urban Infrastructure Limited, your Company allotted9,367,347 Equity Shares of Rs. 10 each on February 18, 2008 to L&T Urban Infrastructure Limited, whereby your Company has become thesubsidiary of L&T Urban Infrastructure Limited.

IV. CAPITAL EXPENDITURE

As at March 31, 2008, the gross fixed assets stood at Rs. 11,277.75 lakhs and the net fixed assets including capital work-in-progress and preoperative expenses stood at Rs. 13,456.99 lakhs.

V. AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any qualifications.

VI. DEPOSITS

The Company has not accepted any deposits from the public.

VII. PARTICULARS OF EMPLOYEES

Your Company has appointed Mr. T. Velayudhan, as Manager under the provisions of the Companies Act, 1956 subject to the approval of thShareholders in the ensuing Annual General Meeting. The resolution for the approval of the appointment of Mr. T. Velayudhan is being placedbefore the shareholders for approval.

Further, there are no employees covered by the provisions of the Section 217(2A) of the Companies Act, 1956 read with the Companie(Particulars of Employees) Rules, 1975.

VIII. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your Directors hereby state and confirm the following:-

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed;


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ARUN EXCELLO INFRASTRUCTURE PRIVATE LIMITED (Demerged Company)

2. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. that the directors had prepared the annual accounts on a going concern basis.

IX. CHANGE OF NAME

Consequent upon the demerger order passed by the Honble High Court and the Companys business object of focusing only in IT/ITES S

activities, your Company proposes to change its existing name to L&T ARUN EXCELLO IT SEZ PRIVATE LIMITED and accordingly the resolutfor the change of name has been proposed in the ensuing Annual General Meeting and after obtaining necessary approval the name of tCompany will be changed as above.

X. DIRECTORS

During the year under review Mr. P. Karthikeyan and Mr. S. Rajaji resigned as Directors of the Board and your Board places its appreciation the valuable services rendered by them.

Mr. S. Hariharan, Mr. T. V. Karthikeyan, and Mr. R. Sridaran have been appointed as Additional Directors on February18, 2008. As per provisions of Section 260 of the Companies Act, 1956, these directors hold office only up to the date of the forthcoming Annual GeneMeeting of the Company. The Company has received notices under Section 257 of the Companies Act, 1956 in respect of the above persoproposing their appointment as Directors of the Company, along with requisite deposit. Resolutions seeking approval of the Shareholders their appointment have been incorporated in the Notice of the forthcoming Annual General Meeting.

XI. AUDITORS

Your Company has entered into a Shareholders Agreement with M/s L&T Urban Infrastructure Limited (LTUIL) and LTUIL has subscribed51% of the equity capital of your Company. Accordingly your Company has become the Subsidiary of LTUIL. A Special Notice has bereceived from a member of the Company proposing to appoint M/s. Sharp & Tannan, Chartered Accountants, as Auditors of the Company

M/s. Sharp & Tannan, Chartered Accountants have given their consent to be appointed as the Statutory Auditors of the Company. They haalso given a letter to the effect that in case of their appointment as Statutory Auditors of the Company, be made, the same would beaccordance with the limits specified in Section 224(1B) of the Companies Act, 1956.

The Board recommends the appointment of M/s. Sharp & Tannan, Chartered Accountants as Statutory Auditors of the Company.

XII. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTI

217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF T

BOARD OF DIRECTORS) RULES, 1988

Conservation of Energy:

The operations of your company are not energy intensive as company is not engaged in manufacturing activity. However, the Company htaken adequate measures to conserve the energy in regular operations.

Technology Absorption:

No technology has been developed and/or imported by way of foreign collaboration.

Foreign Exchange Earnings and Outgo:

Your Company has incurred expenditure in Foreign Currency as detailed below:-

(Rs. in Lak

Particulars 2007-08 2006

Travelling Expenses 2.67 13

Consultancy Charges (included in the Vallanchery Project Expenses) 99.82 130

XIII. ACKNOWLEDGEMENTS

The Directors acknowledge the invaluable support extended to the company by the Financial Institutions, Bankers. The Directors pleasedplace on record their appreciation for the valuable contribution made by the employees of the Company.

For and on behalf of the Board

Place: Chennai KARTHIKEYAN T. V. S. HARIHARA

Date : April 29, 2008 Director Director


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AUDITORS REPORT

TO THE MEMBERS OF ARUN EXCELLO INFRASTRUCTURE PRIVATE LIMITED

1. We have audited the attached Balance Sheet of ARUN EXCELLO INFRASTRUCTURE PRIVATE LIMITED (Demerged Company): CHENNAIaon March 31, 2008 and also the Profit and Loss Account of the Company for the year ended on that date, annexed thereto. These financiastatements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statementsbased on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and performthe audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examiningon a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believethat our audit provides a reasonable basis of our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the CompanieAct, 1956, we enclose an Annexure which is 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 1 above.

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose oour audit.

b) In our opinion, proper books of accounts as required by law have been kept by the company, so far it as appears from our examinatioof books.

c) The Balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and Profit & Loss A/c dealt with by this report have been prepared in compliance with the standardreferred to in sub-section 3C of Section 211 of the Companies Act, 1956, to the extent applicable.

e) As per representation made by the company and its directors, no director is disqualified from being appointed as director in terms oclause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion, and to the best of our information and according to the explanations given to us, the accounts, give a true and fair view iconformity with the accounting principles generally accepted in India.

(i) In the case of the Balance Sheet of the State of affairs of the company as at March 31, 2008; and

(ii) In the case of the Profit and Loss Account of the loss for the year ended on that date.

M/s. C. A. PATEChartered Accountant

V. L. MODPlace : Chennai PartneDate : April 29, 2008 Membership No. 2379

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

FIXED ASSETS

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) All the assets have been physically verified by the management during the year but there is a regular programme of verification which, in ouopinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on suchverification.

c) i) During the year, the Company has transferred major part of the assets to the resulting company in a scheme of demerger approved bthe court.

ii) During the year there was no inventory.

iii) a. The Company has taken loan from two other companies covered in the register maintained under Section 301 of the CompanieAct, 1956. The maximum amount involved during the year was Rs. 2,542 Lakhs and the year end balance of loans taken from sucparties was Rs. 2,042 Lakhs. Company has not granted any loans to companies or firms covered U/s 301 of the Companies Act.

b. In our opinion, one loan is interest free & other loan carries interest and other terms and condition on which loans have been takefrom companies, firm or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 are notprimfacie, prejudicial to the interest of the Company.


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c. The Company is regular in repaying the principal amounts as stipulated and also interest where it is applicable.

d. There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under Section 3of the Companies Act, 1956.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurwith the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sof goods, During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal contro

v) a. In our opinion the transactions that needs to be entered in register maintained under Section 301 of Companies Act, 1956 have be

so entered.b. In our opinion, and according to the information and explanations given to us the transaction of purchase of goods, materia

services and sale of goods, materials or services, made in pursuance of contracts or arrangements entered in the register maintainunder Section 301 of the Companies Act, 1956, and aggregating during the year to Rs. 500,000 or more in respect of each pahave been made at prices which are reasonable having regard to the prevailing market price for such goods, materials or servicor the prices as at which transaction for similar goods, materials or services have been made with the other parties.

vi) In our opinion and according the information and explanations given to us, the Company has complied with the provision of Section 5and 58AA of the Companies Act,1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits acceptfrom the public.

vii) In our opinion, the Company did not have internal audit system commensurate with the size and nature of its business.

viii) Provision regarding maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 are not applicable.

ix) a. The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, InvesEducation Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess aother material statutory dues applicable to it.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth TSales Tax, Customs Duty, Excise Duty and Cess were in arrears, as at March 31, 2008 for a period of more than six months from date the became payable.

c. According to the information and explanations given to us, there are no dues of Sale Tax, Income Tax, Customs Duty, Wealth TExcise Duty and Cess which have not been deposited on account of any dispute.

x) In our opinion, the accumulated losses of the Company are not more than fifty per cent of its net worth. The Company has not incurcash losses during the financial year covered by our audit and the immediately preceding financial year.

xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of duesfinancial institution, debenture holders however majority of loans are transferred to resulting company (AEUIPL) in scheme of demergapproved by the court.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and otsecurities.

xiii) In our opinion, the Company is not a chit fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, the provisions of clause 4(xiv) of Companies (Auditor Report) Order, 2003 are not applicable to the company.

xiv) In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investment. Therefore the provisioof clause 4(xiv) of the Companies (Auditor Report) Order, 2003 are not applicable to the company.

xv) We are informed by management, that no guarantee is given by the Company for loan taken by others from banks and finaninstitutions.

xvi) In our opinion, and according information and explanations given to us, the term loans are applied for the purpose for which they wraised.

xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we repthat the no funds raised on short-term basis have been used to finance long - term investment and vice versa. However certain loabelonging to resulting company is transferred as per the scheme of demerger.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained unSection 301 of the Companies Act, 1956.

xix) The provisions of this clause are not applicable, since Company has not issued any debentures.

xx) During the year the Company has raised the money by way of private placement at premium during the year.

xxi) During the course of our examination of books of accounts carried out in accordance with generally accepted auditing practice in Inwe have not come across any instance of fraud on or by the Company nor have we been informed by the management of any suinstances being noticed or reported during the year.

M/s. C. A. PATChartered Accounta

V. L. MOPlace : Chennai PartDate : April 29, 2008 Membership No. 237


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The Schedules referred to above and the notes attached form an integral part of the financial statements.

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

M/s. C. A. PATEL

Chartered Accountants

V. L. MODI K. VENKATESAN P. SURESH S. HARIHARAN KARTHIKEYAN T. VPartner Secretary Director Director Director

Membership No. 23795

Place: Chennai Place: Chennai Date: April 29, 2008 Date: April 29, 2008

BALANCE SHEET AS AT MARCH 31, 2008

As at 31.03.2008 As at 31.03.2007Schedule Rupees Rupees Rupees Rupee

SOURCES OF FUNDS

Shareholders Funds

Share Capital 1 183,673,470 90,000,00

Reserves & Surplus 841,403,325

Loan Funds

Secured Loans 2 300,390,100 247,754,25

Unsecured Loans 3 204,200,000 340,777,23

Deferred Tax Liability 9,511,92

TOTAL 1,529,666,895 688,043,41

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 1,127,775,679 87,092,300

Less: Depreciation 1,590,079 8,544,750

Net Block 1,126,185,600 78,547,550

Capital Work-in-Progress 193,787,026 67,263,775

Preoperative Expenses 25,726,477

1,345,699,103 145,811,32

Current Assets, Loans & Advances 5

Sundry Debtors 196,272 176,159,402

Cash and Bank Balances 35,620,632 7,547,652

Loans & Advances 240,183,821 109,977,965

Land 267,175,527

276,000,725 560,860,546

Less: Current Liabilities & Provisions 6

Sundry Creditors 91,528,085 19,471,893

Provisions 1,450,883 2,845,868

92,978,968 22,317,761

Net Current Assets 183,021,757 538,542,78

Preliminary Expenses 672,746 684,14

Profit and Loss Account 273,289 3,005,15

TOTAL 1,529,666,895 688,043,41

SIGNIFICANT ACCOUNTING POLICIES A

NOTES ON ACCOUNTS B


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The Schedules referred to above and the notes attached form an integral part of the financial statements.

As per our report attached For and on behalf of the BoardM/s. C. A. PATEL


V. L. MODI K. VENKATESAN P. SURESH S. HARIHARAN KARTHIKEYAN T

Partner Secretary Director Director Director


Place: Chennai Place: Chennai

Date: April 29, 2008 Date: April 29, 2008

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2008

March 31, 2008 March 31, 20Schedule Rupees Rupe

INCOME

Income from Services / Operations 1,109,828 571,309,4

Other Income / Wind Mill 7 2,910,061 7,804,5

TOTAL 4,019,889 579,114,0

EXPENDITURE

Decrease in Work-in-progress 21,067,4

Purchases & Direct Expenses 1,156,979 517,799,3

Selling and Administrative Expenses 8 618,559 7,002,0

Salary & Staff Expenses 9 359,156 9,109,8

Finance Expenses 10 2,985,170 7,994,7

Depreciation 11 3,261,519 8,544,7

TOTAL 8,381,383 571,518,2

Profit / (Loss) for the Year (4,361,494) 7,595,7

Less: Provision for Income Tax 853,0

FBT Provision 34,000 236,0

Profit / Loss after Tax (4,395,494) 6,506,7

Less : Deferred Tax Liability 9,511,9

Profit & Loss Account - Opening Balance (3,005,157)

Less: Transferred from Capital Reserve (Revaluation Reserve) 7,127,362

Balance Carried to Balance Sheet (273,289) (3,005,1

Earning per share - Basic (0.24) (0.

SIGNIFICANT ACCOUNTING POLICIES A

NOTES ON ACCOUNTS B


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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2008

2007-2008 2006-200Rupees Rupee

A. Cash Flow from Operating Activities

Net Profit / (Loss) before tax & extraordinary items (4,361,494) 7,595,76

Adjustment for

Depreciation 3,261,519 8,544,75Interest paid 2,985,170 7,994,79

Interest received (2,202,349) (1,399,513

Operating Profit before Working Capital changes (317,154) 22,735,79

Adjustments for

(Increase) / Decrease in trade and other receivables 175,963,130 (149,197,118

(Increase) / Decrease in inventories 21,067,42

(Increase) / Decrease in Miscellaneous Expenses 11,402 (684,148

(Increase) / Decrease in Pre opertive Expenses (25,605,077) (67,263,775

(Increase) / Decrease in Loans and Advances (130,205,856) (32,473,021

(Increase) / Decrease in Capital Work-in-progress (126,523,251)

(Increase) / Decrease in Land & Other expenses (74,774,512

Increase / (Decrease) in trade payables 70,661,207 9,672,06

Transfer of Reserve & Block Dep. To Resulting Company (545,417,209)

Increase / (Decrease) in Deferred Tax Liability (9,511,924)

Cash generated from Operations (590,944,732) (270,917,289

Direct taxes paid (34,000) (1,089,000

Net Cash from Operating Activities (A) (590,978,732) (272,006,289

B. Cash Flow from Investing Activities

Purchase of Fixed Assets (15,404,901) (37,827,208

Interest received 2,202,349 1,399,51

Net Cash / (used in) from Investing Activities (B) (13,202,552) (36,427,695

C. Cash Flow from Financing Activities

Issue of Equity shares and advance against share capital 93,673,470 (46,929,599

Securities Premium received 625,507,355

(Repayment) / Proceeds from other borrowings (net) (83,941,391) 367,236,212

Interest paid (2,985,170) (7,994,794

Net Cash / (used in) from Financing Activities (C) 632,254,264 312,311,81

Net increase in Cash and Cash Equivalents (A+B+C) 28,072,980 3,877,83

Cash and Cash Equivalents as at the beginning (including cash credit from banks) 7,547,652 3,669,81

Cash and Cash Equivalents as at the end (including cash credit from banks) 35,620,632 7,547,65

Notes: (a) Cash flow statement has been prepared under the Indirect Method as set out in the Accounting Standard 3 issued by the Institute oChartered Accountants of India.

(b) Cash and cash equivalents represent cash and bank balances.

(c) Figures for the previous year have been regrouped / reclassified wherever necessary.


M/s. C. A. PATEL


V. L. MODI K. VENKATESAN P. SURESH S. HARIHARAN KARTHIKEYAN T. V






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SCHEDULES FORMING PART OF ACCOUNTS

As at 31.03.2008 As at 31.03.20

Rupees Rupe

SCHEDULE - 1

SHARE CAPITAL

Authorised2,00,00,000 Equity Shares of Rs. 10 each 200,000,000 200,000,0

Issued, Subscribed and Paid-up

1,83,67,347 Equity Shares of Rs. 10 Each fully paid up 183,673,470 90,000,0(including 93,67,347 shares of Rs. 10 each issued to LTUIL during the year)

Reserves & Surplus

Capital Reserve

Revaluation Reserves 758,102,951

Less: Transferred to Resultant Company (AEUIPL) in the scheme ofDemerger approved by the Court (535,079,619)

Less: Profit & Loss Account (Debit Balance) (7,127,362)

215,895,970

Share Premium (Received in Allotment of 93,67,347 equity shares) 625,507,355

TOTAL 841,403,325

SCHEDULE - 2

SECURED LOANS

Term Loans - Banks & Financial Institutions 476,696 55,718,5(Secured by Hypothecation of Fixed Assets)

Loan from Indian Overseas Bank (Line of Credit) 299,913,404 192,035,7(Company has been granted his share of LINE OF CREDIT from Indian OverseasBank to the extent of Rs. 50,00,00,000 Secured against Vallanchery Land)

TOTAL 300,390,100 247,754,2

SCHEDULE - 3

UNSECURED LOANS

Unsecured Loan

From Share Holders 47,169,8

From Associate Companies 204,200,000 293,607,3

TOTAL 204,200,000 340,777,2


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SCHEDULE - 4

FIXED ASSETS

GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK

As At Additions Disposals Transfer / As At As At For The Transfer/ Depriciation As At As At As AtDESCRIPTION 01.04.2007 Dur ing During Adjustment s 31.03.2008 31.03.2007 Period Adjustments Withdrawn 31.03.2008 31.03.2008 31.03.2007

the Year the Year During 31.03.2008 During

the Year the YearRupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees

Tangible Assets

Land 6,864,714 6,864,714 6,864,714

Building 1,490,034 1,490,034 62,938 11,892 74,830 1,427,096

Furniture & OfficeEquipment 2,404,260 314,719 30,135 2,688,844 414,309 59,131 473,091 349 1,989,951

Cycle 10,961 10,961 2,192 292 2484 8,769

Plant & Machinery 13,047,194 3,399,469 599555 12,468,279 3,378,829 1,640,501 283,042 1,895,326 1,468 26,749 3,352,080 11,406,693

Data Processing Machine 2,485,360 645,170 2,493,860 636,670 389,058 215,287 528,811 75,534 561,136 2,096,302

Vehicles & Scooters 9,891,419 9,129,241 762,178 1,284,803 417,041 1,570,616 131,228 630,950 8,606,616

Land At Vallanchery 1,098,574,880 1,098,574,880 1,098,574,880

Office Equipments 8,500 8,500 200 200 8,300

Windmill Power Generator 48,857,244 48,857,244 4,742,444 1,022,728 5,765,172 44,114,800

Incubation Centre 24,414,622 24,414,622 1,356,368 1,356,368 23,058,254

Godown Vallancherr y 2,041,114 72,777 2,113,891 8,505 16,938 25,443 2,032,609

TOTAL 87,092,300 1 ,127,430,137 629,690 86,117,068 1,127,775,679 8 ,544,750 3 ,382,919 10,335,773 1 ,817 1,590,079 1 ,126,185,600

Previous Period 49,265,092 39,096,101 1,268,893 87,092,300 8,544,750 8,544,750 78,547,550

Capital Work-in-progess 193,787,027 67,263,775

NOTE : Incubation Centre is a temporary strucuture constructed. It has been amortised over period of 36 months.

As at 31.03.2008 As at 31.03.2007

Rupees Rupees Rupees Rupee

SCHEDULE - 5

CURRENT ASSETS, LOANS & ADVANCES

Sundry Debtors (Considered Good)

Debts outstanding for a period exceeding six months 5,959,050

Other Debts 196,272 170,200,353

196,272 176,159,402

Cash and Bank Balances

Cash on hand 8,046 4,224,166

Bank Balances with Scheduled Banks on current accounts 35,612,586 35,620,632 3,323,485 7,547,65Loans and Advances

Advances recoverable in cash or in kind or for value to be received 220,109,212 43,786,862(Unsecured considered good)

Due from Associate Concern 20,074,609 2,40,183,821 66,191,103 109,977,96

TOTAL 276,000,725 293,685,01

SCHEDULE - 6

CURRENT LIABILITIES & PROVISIONS

Current Liabilities

Due to Others

Ultimate Holding Company 489,881

Associates Concern 85,139,219 6,211,881Others 5,898,985 13,260,012

91,528,085 19,471,89

Provisions for

TDS 129,389 1,487,447

Fringebenefit Tax / Income Tax 121,860 853,000

Expenses 1,199,634 505,421

1,450,883 2,845,86

TOTAL 92,978,968 22,317,76

SCHEDULES FORMING PART OF ACCOUNTS (Contd.)


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2007-08 2006Rupees Rupe

SCHEDULE - 7

OTHER INCOME

Electricity Recovery 196,272

Wind Mill Receipts 408,142 5,750,7

Interest Receipts 2,202,349 1,399,5

Others 103,298 654,2

TOTAL 2,910,061 7,804,5

SCHEDULE - 8

SELLING AND ADMINISTRATIVE EXPENSES

Administrative Expenses 556,937 5,379,2

Marketing Expenses 8,235 396,7

Telephone, Postage & Telegrams 140,2

Travel & Conveyance 13,986 502,2

Professional & Consultancy Charges 23,000 251,0

Printing & Stationery 4,999 256,4

Preliminary Expenses Written off 11,402 76,0

TOTAL 618,559 7,002,0

SCHEDULE - 9

STAFF EXPENSES

Salaries, Wages and Bonus 298,644 8,151,9

Contribution to and Provision for

Provident Fund 28,716 530,6

327,360 8,682,6

Welfare and other expenses 31,797 427,1

TOTAL 359,156 9,109,8

SCHEDULE - 10

INTEREST AND BROKERAGE

Interest and Finance Charges on Secured & Unsecured Loan 2,985,170 7,994,7

TOTAL 2,985,170 7,994,7

SCHEDULE - 11

DEPRECIATION

Depreciation / Amortisation for the period 3,261,519 8,544,7

Depreciation capitalised with C.W.I.P. Rs. 34,466

TOTAL 3,261,519 8,544,7


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SCHEDULE - A

SIGNIFICANT ACCOUNTING POLICIES

Basis for Preparation of Accounts

The accounts have been prepared to comply in all material aspects with applicable accounting principles in India, the Accounting Standards issuedby the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956 .

Fixed Assets

Fixed Assets are stated at Cost less accumulated depreciation except Land which has been revalued during the year and the cost of the land hasbeen stated at revalued cost. Depreciation is provided (except in the case of leasehold land which is being amortised over the period of the lease)on the Straight line method and the rates and in the manner specified in Schedule XIV of the Companies Act, 1956.

Impairment of Assets

Impairment of loss, if any, is provided to the extent, the carrying amount of assets exceeds their recoverable amount. Recoverable amount is higheof an assets net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from thecontinuing use of an asset at from its disposal at the end of its useful life.

Sundry debtors and Loans and Advances

Sundry debtors and Loans and Advances are stated after making adequate provisions for doubtful balances.

Retirement / Post Retirement Benefits

Contributions to schemes such as Provident Fund, etc. are charged to the Profit and Loss account as incurred in respect of certain employees.

Taxes on Income

Current tax is determined as the amount of tax payable in respect of taxable income for the period.

Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable income anaccounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets are norecognized on unabsorbed depreciation and carry forward of losses unless there is virtual certainty that sufficient future taxable income will beavailable against which such deferred tax assets can be realized.

Intangible Assets and Amortization

Intangible asset are recognized as per the criteria specified in Accounting Standard (AS) 26 Intangible Assets issued by the Institute of CharteredAccountants of India are as follow:

a) Incubation Centre: Amortised over the period of life of the Asset.

b) Preliminary Expenses are written off in the year of commencement of operations.

Depreciation

Depreciation is provided in the accounts on W.D.V. basis at the rates and in the manner specified in the Schedule XIV to the Companies Act, 1956Depreciation on additions / deductions is calculated pro rata from / to the month of additions / deductions.

Revenue Recognition

The revenue from services rendered is recognized based on the agreements with the party.

Provisions and Contingent Liabilities

Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation. If

a) The Company has a present obligation as 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 the case of

a) A present obligation arising from a past event, when it is not probable that an outflow of resources will be required to settle the obligation.

b) A possible obligation, unless the probability of outflow of resources is remote.


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SCHEDULE - B

NOTES ON ACCOUNTS

I. Contingent Liabilities:

a. Estimated amount of contracts remaining to be executed oncapital account and not provided for 76,08,31,106 N

b. Liability on letter of credit opened by bankers for purchase of: NIL N

c. Liability on guarantee given by the bankers NIL 25,50,0

d. Liability on guarantee given to bankers NIL N

II. Micro and small scale business entities

There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as March 31, 20This information a required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determinedthe extent such parties have been identified on the basis of information available with company.

III. a. Expenditure in Foreign Exchange during the year:31.03.2008 31.03.20

Rupees Rupe

Travelling Expenses 2,67,906 13,66,6

Consultancy Charges (Included in the Vallanchery Project Expenses) 99,82,700 1,30,68,1

b. Auditors Remuneration (Excluding Service Tax):

Audit fees 61,140 62,3

IV. The company has got the SEZ approval for development of I.T Park for the land at Vallanchery by Government Notification dated May 1, 20As per the SEZ Act land cannot be sold and can be leased only. Hence, the land kept in current assets has been transferred to Fixed AssBoard of Directors at their meeting on May 15, 2007 decided to revalue the land at Vallanchery. As per the JMR Consultants (CharteEngineers & Registered Valuers) reports the land at Vallanchery will fetch Rs. 350 Lakhs per acre. Based on this land has been revalued athe difference between the cost and revised value credited to the Capital Reserve Account.

V. Initially as engineering contractors the Company was carrying out industrial contract works and Wind Mill activities. Keeping infrastructdevelopment activity in mind the company has started procuring land and applied to the Ministry of commerce government of India for Sapproval. The company has got SEZ approval on May 1, 2007 from the Ministry of Commerce Government of India Vide notification S.O.6(E) for construction of I.T Park.

We have been advised by our consultants that IT park activity should be exclusively carried out to avail of the various benefits offered by government and that the company should go for a demerger. Based on this the company has applied to the honorable High court of Chennfor a scheme of demerger. The demerger scheme has been approved by the Honorable high court of Chennai vide CP. No 192/2007 da

November 28, 2007 & CP. NO.192/2007 dated December 17, 2007 with the appointed date as June 1, 2007. As on June 1, 2007 the compahas transferred all the Assets and the Liabilities relating to Wind Mill and Industrial contracts to the resulting company Arun Excello UrbInfrastructure Private Limited.

VI. Under the scheme of demerger as approved by the court vide their order dated November 28, 2007 and December 17, 2007, all the assets aliabilities belonging to resulting company (Arun Excello Urban Infrastructure Private Limited) were transferred on June 1, 2007. Difference

Assets and Liabilities transferred to resulting company were reduced from Capital Reserve account amounting to Rs. 53,50,79,618.57.

VII. Revaluation Reserves (Capital Reserve) has been withdrawn to the extent of Profit & Loss Account debit balance of Rs. 71,27,362 uMay 31, 2007.

VIII. Company during the year has issued equity shares to L&T Urban Infrastructure Limited at a premium of Rs. 66.7753 per share.

IX. Company during the year transferred certain land at Vallanchery at cost to L&T Arun Excello Realty Private Limited and L&T Arun ExcCommercial Projects Private Limited as these lands were coming in the area of the respective Companies.

X. Disclosure of Related Parties / related party transactions.

A. Key Management Personel:1. P. Suresh2. A. M. Sundar3. S. Hariharan4. T. V. Karthikeyan5. R. Sridaran

B. List of Related Parties:

Holding Companies : L&T Urban Infrastructure Limited (a subsidiary of L&T Infrastructure Development Projects Limited)L&T Infrastructure Development Projects Limited (a subsidiary of Larsen & Toubro Limited)Larsen & Toubro Limited (Ultimate Holding Company)


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Fellow Subsidaries : L&T Arun Excello Commercial Projects Pvt. LimitedL&T Transportation Infrastructure LimitedL&T Infocity LimitedL&T Phoneix Infoparks Private LimitedCyber Park Development & Construction Limited

Group Companies : Arun FabricatorsArun Excello Foundations Private LimitedArun Excello Urban Infrastructure Private Limited

C. Transaction with Related Parties:

S. Nature of Transaction Amount of Transaction Amount Due to Amount Due fromNo. Rupees Rupees Rupee

1 Holding Company

Larsen & Toubro Limited

i) Mobilisation Advance 21,50,00,000 Nil N(Nil) (Nil) (Ni

ii) Construction of Building 8,40,83,516 Nil N(Nil) (Nil) (Ni

ii) Reimbursement of Expenses 4,89,881 4,89,881 N(Nil) (Nil) (Ni

L&T Urban Infrastructure Limited Holding Companyi) Cost of Services 15,41,690 Nil N

(Nil) (Nil) (Ni

ii) Reimbursement of Expenses 1,10,97,505 Nil N(Nil) (Nil) (Ni

iii) Allotment of Shares including securities premium 71,91,80,825 Nil N(Nil) (Nil) (Ni

2 Fellow Subsidiaries

L&T Transportation Infrastructure Limited

i) ICD repaid 11,00,00,000 6,00,00,000 N(Nil) (Nil) (Ni

ii) Interest on ICD paid 18,52,603 Nil N(Nil) (Nil) (Ni

L&T Arun Excello Commercial Projects Private Limited

i) Sale of land 1,97,92,661 Nil 1,68,29,38(8,40,93,489) (Nil) (9,41,50,539

ii) Reimbursement of Expenses 35,69,211 Nil 31,42,59(Nil) (Nil) (Ni

Cyber Park Development & Construction Limited

i) Reimbursement of Expenses 4,595 Nil N(Nil) (Nil) (Ni

L&T Infocity Limited

i) Reimbursement of Expenses 6,30,528 Nil N(Nil) (Nil) (Ni

ii) Cost of Services 15,699 15,699 N(Nil) (Nil) (Ni

L&T Phoneix Infoparks Private Limited

Reimbursement of Expenses 80,900 Nil N

(Nil) (Nil) (Ni

Arun Excello Foundations Pvt. Limited

Job Work & Funds Transfer 17,43,45,319 Nil N(Nil) (Nil) (Ni

Arun Excello Urban Infrastructure Pvt. Limited

Interest Free Loan 14,42,00,000 14,42,00,000 NI(Nil) (Nil) (Ni

Arun Excello Urban Infrastructure Pvt. Limited

Amount transferred on demerger and Funds transfer 79,60,02,009 NIL 1,02,63(Nil) (Nil) (Ni


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S. Nature of Transaction Amount of Transaction Amount Due to Amount Due frNo. Rupees Rupees Rupe

3. Group Companies

Arun Fabricators

Funds Transfer 16,17,66,166 Nil

(Nil) (Nil) (L&T Arun Excello Reality Pvt. Limited

Funds Transfer 14,66,01,000 8,51,39,219(Nil) (Nil) (

Transfer of Land 28,25,197 Nil(Nil) (Nil) (

Reimbursement of Expenses 13,79,232 Nil(Nil) (Nil) (

Figures in bracket relate to previous year.

XI. Provision for taxes represents fringe benefit tax. The Company does not have taxable wealth under the provisions of the Wealth Tax Act, 19

XII. Unsecured loan repayable on demand comprises of the followings :

a. Received from L&T Transportations Infrastructures Pvt. Limited

b. Received from Arun Excello Urban infrastructure Pvt. Limited

XIII. Deferred Tax Liability: Net Deferred Tax Liability as of March 31, 2008 is Rs. 99,353. No provision has been made for Deferred Tax Liabilitythe current year since the same is expected to be reversed, during the tax holiday period u/s 80IAB of Income Tax Act, 1961.


M/s. C. A. PATEL


V. L. MODI K. VENKATESAN P. SURESH S. HARIHARAN KARTHIKEYAN T






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XIV. BALANCE SHEET ABSTRACT AND COMPANYS GENERAL BUSINESS PROFILE

I. Registration Details

Registration No. U 4 5 2 0 3 T N 2 0 0 6 P T C 0 5 9 5 9 1 State Code 1 8

Balance Sheet Date 3 1 0 3 0 8

Date Month Year

II. Capital raised during the year (Amount in Rs. Thousands)

Public Issue Rights IssueN I L N I L

Bonus Issue Private PlacementN I L 9 3 6 7 3

III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)

Total Liabilities Total Assets

1 5 2 9 6 6 7 1 5 2 9 6 6 7

Sources of Funds

Paid-up Capital (Including Advance against Share Capital) Reserves & Surplus1 8 3 6 7 3 8 4 1 4 0 3

Secured Loans Unsecured Loans3 0 0 3 9 0 2 0 4 2 0 0

Application of FundsNet Fixed Assets Investments

1 3 4 5 6 9 9 N I L

Net Current Assets/(Liabilities) Misc. Expenditure1 8 3 0 2 2 6 7 2

Accumulated Losses2 7 3

IV. Performance of Company (Amount in Rs. Thousands)

Turnover (including other income) Total Expenditure4 0 2 0 8 3 8 1

+ Profit/Loss before tax + Profit/Loss after tax 4 3 6 1 4 3 9 5

+ Earnings per Share in Rs. Dividend rate % 0 . 2 4 N I L

V. Generic Names of Three Principal Products/Services of the Company (as per monetory terms)Item Code No. N . A .

(ITC Code)

Product Description DEVELOPMENT OF IT SEZ PARK

XV. Figures for the previous period have been regrouped / reclassified wherever necessary and are not comparable as the previous period wasless than a year.


Signatures to Schedule 1 to 12, A and B


M/s. C. A. PATEL


V. L. MODI K. VENKATESAN P. SURESH S. HARIHARAN KARTHIKEYAN T. VPartner Secretary Director Director Director


Place: Chennai Place: Chennai Date: April 29, 2008 Date: April 29, 2008

Documents

Arun Excello Infrastructure Private Limited