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revenues as provided under the OMDA. This categorization is regardless and

irrespective of whether these services are provided by the airport operator himself or

throuqh concessionaires (including JV appointed by the airport operator). The same

clarification holds goocl even for CSf Airport, Mumbai as OMDAs of both the airports

are iclentical.

3. This issues with the approval of IVlinister of Civil Aviation.

Yours faithfully,r oJ-I-'\

I~~ Qs.v. Ramana)

Under Secretary to the Govt. of India Tel.24610374


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Delhi International Airport (P) Limited

Presentation to AERAConsiderations in Tariff Determination for

Regulatory Period: 01st April 2014 to 31st March 2019

1Without Prejudice

DIAL second control period submission dated 15.12.2014 Page 1 of 101

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Submission

We humbly request the Authority to consider the varioussubmission done by us along with the submissions in the followingpresentation. These are essential to achieve economic and viableoperation of the IGI Airport, New Delhi, which is an important andessential statutory requirement as per the AERA Act, as also in theconcession offered by the Central Government.

2Without Prejudice



Impact on Viability of DIAL

Taking into account the Proposed X Factor following are the major implications on DIAL:

– DIAL’s entire Net worth will be eroded– DIAL will not have sufficient cash to meet its Debt Service

requirements.

3

AERA Act Section 13 (1) (a) : “to determine the tariff for the Aeronautical service taking into consideration:

(iv) economic viable operation of airport

“In consideration of the JVC having entered into OMDA and to enhance the smooth functioning and viability of the JVC, in addition to the obligations of the AAI under the OMDA, the GOI is agreeable to provide some support to the JVC. “

‐(Page 3 of SSA)

Without Prejudice



OPERATING EXPENSE

4Without Prejudice



Operating Expense (Growth)

5

Authority has proposed to revert DIAL submission and apply agrowth rate of 1.4%+CPI to all operating expenses.

• Authority may consider the real growth of 5% + ½ of traffic growth = 7.41%plus the CPI being allowed by the Authority. (In our view CPI need to beallowed on the X‐Factor determined and not on each of building block).

• This increase, keeping in consideration the aging infrastructure of airport andthe normal real growth, is the minimum required. It may be noted by theAuthority is that older facility needs higher operating expenses.

Without Prejudice



Operating Expense (Growth)

6

Authority has proposed to revert DIAL submission and apply agrowth rate of 1.4%+CPI to all operating expenses.

We would also like to submit that actual amount spent during FY2013‐14 are notappropriate representation of actual expenditure which was to be incurred atairport. Following are the major reasons for the same:• Paucity of funds• Contracted Maintenance cost of major plant and machinery was clubbed with

the procurement contract, so the maintenance cost quoted by vendors werevery low.

• Cost of spare parts are rising enormously• Old Refurbished Terminals need high amount of repair and maintenance.• Safety and Security of Passengers moving through the Terminal and Other

associated properties would become risker.

Authority may also note that, such change may severely impact on operatingparameters and service quality at DIAL

Without Prejudice



Operating Expense (Prop. Tax)

7

Authority has proposed to consider the projection of Property taxexpense based on the self assessment tax filed by DIAL

Authority should note that Property tax forecast is based on the actual demand raised bythe respective Authority. A true up on this account may kindly be considered in the nextcontrol period. Not allowing the expense will mean that DIAL will have no funds for thepayment.

• DIAL Submission : Rs. 33.61 Crores per year• AERA’s Proposal : Rs. 6.94 Crores per year

Without Prejudice



Operating Expense (IT JV Cost)

8

Authority has proposed to reduced the Projected IT JV Cost fromthe contracted cost and applied CPI on the 2013‐14 actuals.The IT JV cost is projected as per the agreed subsistence level. CPI growth over and aboveis not the appropriate way of forecasting the IT cost. IT JV cost must be allowed based onthe existing and proposed subsistence level.

• IT function was outsourced through a competitive bidding process in 2009.• IT costs are forecasted based on payments due from DIAL to the JVC providing IT

services.• The cost to DIAL is net of the revenues that the JVC may be able to generate.

Secondly, since most of IT systems get worn out due to wear and tear and technologicalobsolescence the additional Capex will need to be done by IT JV in the current controlperiod. The above Capex by IT JV will entail additional subsistence level expenditure. Thisis the amount payable by JV towards repayment of loan and interest cost.

Without Prejudice

In Rs. Crores FY2014 FY2015 FY2016 FY2017 FY2018 FY2019

DIAL Submission 51.92 77.66 77.47 132.06 101.57 17.15

AERA Proposal 51.92 56.07 60.56 65.40 70.64 76.29



Operating Expense (Water Exp.)

9

Authority has proposed to reduce the water requirement as filed byus. Use of Bore well water is only for “Emergency” requirement not for daily use.

If we keep using this bore well water, in no time underground water will bedepleted and there will be no “Water Back Source” available with IGI Airport.

• We would also like to bring into Authority’s notice that there is a daily followup with DJB and DJB has assured that the required water would be supplied toDIAL. DJB has confirmed that that the Dwarka Plant will be ready and we shallreceive full share of water. We have already started getting 2 MLD per day ofwater supply.

• The Infrastructure charge charged by DJB is in connection with the proposedwater supply is for supply of 3 MLD per day. During 2014‐15 the estimatedwater requirement is about 3 MLD(per day) of fresh water for routineconsumption.

• There is a true up of water charges and as such if the amount is not paid toDJB or spent there can be a true up for the same. However if the forecastedamount is not allowed, DIAL will have no funds available for the payment ofthe said water supply.

Without Prejudice



Operating Expense (Water Exp.)

10

Authority has proposed to reduce the water requirement as filed byus: Projected Expenditure

Without Prejudice



Operating Expense (Allocation)

11

Authority has not considered the operating cost allocation based on thenew certificate submitted and continued with the operating costallocation considered in the 1st Control period

Authority has continued with the operating expense allocation considered in the 1stcontrol period. We have submitted the latest allocation working based on the latestnumbers available. Therefore Authority is requested to consider the same for tariffcalculation.

Without Prejudice



NON‐AERONAUTICAL REVENEUS

12Without Prejudice



Non Aeronautical Revenues (CPI)

13

Authority has proposed to add CPI growth to all the Non‐Aeronautical revenue submitted by DIAL.

In our submission we had submitted that :

“Apart from above (the forecast as given in non‐aero) there will not be any growth in thisrevenue stream from any other factor. There will not be any inflation‐linked growth ofNon‐Aeronautical revenues.”

As such the addition of CPI to Non‐Aero forecast is not achievable. It’s earnestlyrequested that these additional growth equivalent to CPI may kindly be removed.

Without Prejudice



Non Aeronautical Revenues (3rd Party GH)

14

Authority has proposed to consider revenue from 3rd Party GroundHandlers

Under the new Ground Handling Policy, these revenues are not going to accrue to DIAL.Hence the same may not be considered in the projections. A true up on this account maybe considered by Authority in the next control period.

Authority may also note that currently the 3rd Party Agencies are giving services only forDomestic flights. And it is correct that the business of 3rd Party Handlers will shift toRegistered Ground Handlers.

However, DIAL won’t get any revenue from the Registered Ground Handlers on thedomestic business, as our Concession agreements with them clearly state that theRevenue share will only be International Flights handling and not for Domestic Flights. Therelevant extract of the agreement is reproduced herewith:

Without Prejudice



Non Aeronautical Revenues (Contracted Income)

15

Authority has proposed to add CPI on Land, Space, Hangar, TransitHotel, CAM and other line items and did not consider the surrenderin the land area

The revenues on these items are based on the fixed rates defined in the contracts.Adding CPI will result in unrealistic projections of non‐aeronautical revenues. Thereshould not be any addition of CPI on this.

With respect to area surrendered, we propose that it may be considered as originallyfiled by us. This is because there will be no revenue accruing from these area to DIAL andinclusion of the same in the cross subsidization will be tantamount to a penalty for DIAL.This may be true up in the next control period.

Without Prejudice



Non Aeronautical Revenues (ITP)

16

Into plane growth moves in tandem with ATM growth. Applyingadditional CPI on ATM growth is impractical to achieve.

Into plane growth moves in tandem with ATM growth. Applying additional CPI on ATM growth is impractical to achieve and should not be considered.

Without Prejudice



CARGO REVENUES

17Without Prejudice



Cargo Revenues

18

Authority has proposed to consider “Cargo Screening” asAeronautical revenue.We would like to bring into Authority’s notice that Letter from Ministry of CivilAviation to AERA in matter of treatment of Cargo and Ground Handling sent toAERA post determination of Tariff for 1st Control period, clear states thatRevenues from Cargo and Ground Handling services including the airportoperator should be categorized as Non – Aeronautical.

Without Prejudice



Cargo Revenues (Contracted Income)

19

Authority has proposed to add CPI growth on Space Rental incomeand Revenues from Cargo Screening and Demurrage.

• Space rental revenues to the Cargo operator are contracted revenues. As suchthere is not going to be any other revenue apart from the contractednumbers, therefore adding CPI would be erroneous.

• Now, there are 2 Cargo Terminals in Operations with 2 different Operatorsoperating them.

• They are competing for best services to be provided and as such it is expectedthat Demurrage time and charge is would continue to reduce in the futuredue to improved efficiency of operations and a lower turnaround time, soadding CPI over and above on demurrage is not a realistic case.

• Cargo revenues accrue to airport operator based on the soft touch regulationof the cargo operators. Their tariff has no built in CPI growth and as such CPIgrowth should not be considered on overall Cargo Revenue as well.

Without Prejudice



OTHER ISSUES

20Without Prejudice



Non Aero Revenue – True Up

21

Authority has not considered the non‐aero true up based on theactual revenues earned during the 1st Control PeriodAuthority has considered the other income as a part of non‐aerorevenue in the 1st Control period

Non aero revenues have been considered for true up for Mumbai, Hyderabad, Bengaluruand other AAI airports. Since Authority is re‐working the entire building block based onactuals, this item may also be true up based on actuals. Authority had given extremelyhigh and unrealistic growth to be achieved by DIAL compared to other airports.

Other income was not part of cross subsidization in the 1st control period. Hence, it shouldnot be considered. If the same is being considered, the entire non‐aero should be truedup based on actuals.

Kindly also note that since the opex towards borrowing cost (other than the Capexcapitalized) or towards working capital is not allowed, the other income should not beconsidered for cross subsidization. This is against principles of natural justice.

Without Prejudice



Increase in Borrowing Cost

22

Authority has disallowed the 0.25% increase in interest rate for RTL

With the current proposed X factor, the credit rating of DIAL is likely to go downdrastically Hence, an increase in interest rate is justified. In fact it is likely that there willbe an increase of 1% YOY increase in cost of debt.

Without Prejudice



Forex Fluctuation in RAB

23

Authority has disallowed the Forex fluctuations from the RAB. They havereinstated the ECB original cost.Authority has disallowed the Forex fluctuations from the RAB. They havereinstated the ECB original cost in I control period as well

DIAL had taken ECB loan before the advent of Authority. It is impossible to rework thefinancing structure at this stage. The proposed Forex treatment is based on the genuineexpense of DIAL and there is no profiteering to DIAL.

Also critical is the fact that this is an avenue of a cheaper cost of funds and the entirebenefit of the same is being passed on to the passengers.

Authority may kindly allow true up of ECB loss of first control period as well based on theabove principles.

An Auditor Certificate confirming that there is no hedge taken by DIAL has beensubmitted to the Authority.

Without Prejudice



Revenue Share and Tax Calculation(Regulatory A/c vs. Statutory A/c)

24

Authority has taken revenue share for the purpose of tax calculationwhereas the revenue share is not being allowed as a operational expenseAuthority has taken away the tax benefit associated with revenue share.

The Authority is not considering revenue share as operating expenses for calculation of X‐Factor in line with provisions of SSA. In line with this logic Income Tax should thus becalculated without considering revenue share as cost. On a principle of fairness,Authority may pass on the tax benefit to DIAL as the revenue share is not beingconsidered as operating expense. This was the methodology followed in I control period.

Combined reading of provisions of State Support Agreement also indicate that tax is tobe computed for earnings for Aeronautical Services after removing revenue share as cost.

In the matter we had appointed ICF International to prepare a note to show how variousinternational regulators treat Statutory accounts different from Regulatory account andthe same is being submitted to the Authority.

Without Prejudice



Brief from Note on Regulatory A/c - Prepared by ICF International

• Regulators in other parts of the world do not follow statutoryaccounts.

• They only regulate on a notional entity which includes all or partof some parts of revenues or cost but excludes others.

• When doing this, the regulator is expected to adjust all parts ofthe regulatory building blocks to reflect the inclusions andexclusions of activities or income and cost lines consistently;

• Moreover, in the case of some items such as tax or debt, it mightnot be appropriate to take full company which contains theregulated entity as the most appropriate treatment of theregulated part as a separate entity

Without Prejudice 25



Regulatory A/c vs Statutory A/c- Prepared by ICF International• CAA UK :

– The Authority in UK explicitly do not use the statutory accounts as thebasis of regulation and instead use separate regulatory accounts.

– The regulatory accounts used are indexed rather than historic values forassets and depreciation and include a number of other adjustments.

– It may also be noted that at Heathrow Statutory accounts have alwaysused a March year end, however the same entities have been moved to acalendar year basis for the regulatory accounts.

– Authority uses a real pre‐tax cost of capital and accordingly does notinclude a separate tax line in its estimate of allowable costs.

– It simply uses the national corporate tax rate (not adjusted for theposition of the individual company) in its calculation for the cost of capitalwithout seeking to adjust this to deal with the actual tax paid or thedifference between statutory and regulatory effective tax rates.


CAA has suggested that any promotion costs spent for Heathrow Airport for a new runway should not be allowed for regulatory purposes. Under a post‐tax vanilla approach, we would not expect the tax impacts

to be taken into account, if the costs themselves were not allowed.



Regulatory A/c vs Statutory A/c- Prepared by ICF International• Australia

– In Australia, up until 2007 revaluations had been applied in both thestatutory accounts and those used for regulatory reporting .

– The regulators were concerned that this might lead to charges increasesarising simply because of the revaluation process. Given that the systemwas well established it was recognized that it would be unfair to investorsto insist on all revaluations being removed.

– Airports were required to report their accounts both on a statutory basisand on a basis which omitted all revaluations beyond a specific date (30June 2005 shortly before the associated ruling was mooted).

– The accounts which are produced excluding revaluations past the set dateare known as ‘Line in the Sand’ accounts and are shown together with theairport’s own accounts which may include subsequent revaluations in theannual monitoring reports produced by the Australian Competition andConsumer Commission.

– In practice Sydney Airport uses a third set of accounts under which assetvalues are indexed by inflation (as distinct from being formally revalued)as a basis for regulation.




Regulatory A/c vs Statutory A/c- Prepared by ICF International• Denmark

– In Denmark, it is possible for some assets in the statutory accountsto be revalued – particularly when they have a market value whichcan be directly assessed.

– For Copenhagen Airport, these revaluations are included instatutory accounts but excluded in accounts used for regulatorypurposes;

• Paris– Aéroports de Paris income from off‐airport property has not been

included for consideration in regulation. If it were to be regulatedon a post‐tax basis using a vanilla cost of capital (as applied byAERA) we would not expect its tax impact to be included in theregulatory calculation.




Actual Asset Allocation

29

Authority has not considered the actual asset allocation as on31.03.2014 for II control period.Authority had sought certification of RAB allocation as on 31st March 2014. However thesame does not seem to have been considered in the model. We have submitted theactual allocation as on 31.03.2012 based on actual area occupied and the same maykindly be considered by Authority for Return on RAB and Depreciation.

Actual Allocation as on 31st Mar 2014 is as follows:

Without Prejudice



Actual Asset Allocation

30

Authority is requested to consider Asset Allocation based on actualarea occupied as on 31.03.2012We have submitted the actual allocation as on 31.03.2012 based on actual area occupiedand the same may kindly be considered by Authority for Return on RAB and Depreciation.

Actual Allocation as on 31st Mar 2014 is as follows:

Without Prejudice



Adjustment of DF in RAB

31

As already submitted to Authority, Rationale for reduction of DF inRAB during 2010‐11 for money borrowed in 2009‐10 are as under:The major assets capitalized in 2009‐10 were:• Terminal 1D which was completed and capitalized majorly in Apr

2009, which was prior to borrowing of DF.• In the VRS capitalization, no outflow of DF money was there as

the same was repayable in instalments.The proposed treatments of Authority with respect to DF need tobe reconsidered in line with our submission.

Without Prejudice


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Thank You



Dear DeepakJI/Radhlka mam . EncloseMJnd ,the;we~entation madeby~usto, the>Authorltyrtoday• .

, Kindly refer to todavs'dlscusslon related,to,MYTP ciflI!(;ontrol,pe~lod!durlng the above presentatton. We shall liketo clarify as under: .

1 . Asset details of assets other than pro!ect cost: . ' . EnclosedIsthe extract of,asset register. This includes-all asset other than project cost assets.

Thlswassubmitted to Authorityvide our mall dated 14th Oct 2014--10: 57 AM. This Includes:'"

• Detailed descrlptlon of asset • .Year.ofcapitalization .• . Ratlonale for the spend'

2 Asregards torrNCapexcost etc. we are submitting: ," , .

). • Detaileddescription.of ca~e:x spent by In Ii-JV-Thiswas submltted.by us as part of

original filing dated 10th" Nov 2013.(extract~nclosed again) • Detailsmethodplogy of calculating subsistence level both ex/stingand projected

opex- Thiswas submitted by us as part of originalfiling dated 10th Nov2013.(extract enclosed 'again) "

• R~vlsedfQrecast 'based onthe revisedfiling ( based on actualaudtted numbers of . 2013.14..(extract enclosed) • Auditorcertlflcate conflimlngthat -the-amounts billed to JVand amount-recovered

from JV -andconfl rmlng that noJV assets are In DIAL books,.scan enclosed again. ' '(Copy enctosed)' . _ .

3 ,Antlexure Q:"'Audltors CeJ;tlficate of'retumon AAB based.onactual dateof c;apltallzation :' We,shall llketociarlfythiitilOnexure:Qbelng referred had-flrstpage where we had done

.. detailed worklng:+hesame~as certifled·biaudltors.Assuchthe table Is not part·ofAudltor -certlflcete. Howeverwehave-askedeudltorstc certify detailed workingas-well. .

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4 ' . :OpeKAlloca~lon '; weshalltlketo.clarlfv-that detalledmcmpowe~epartmentwise ' '. -allocationlhead otexpendtture'wlse allocatlonwas submlttedli'yus as part of originalfiling datedl0lhNov 2013 (Copy enclosed) . ' .

(J.Depreelatlon :o:a:tde~aUed de'pr~clatJonr.econclllatlon :tias ialreadYbeensobmlti:ed to ' Authority-Copy enclosed·again .... '

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NewDelhl-110 037 Phone +91 11 47197404 Fax +91 11 47197610 Cell: + 91-9717,490 510

.maghukar,d@gmrgroup,ln

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9 December 2014

Madhukar Dodrajka Delhi International Airport Private Ltd. New Udaan Bhawan, Opposite terminal 3 New Delhi India Subject: Regulatory Accounting and Statutory Accounting

Dear Madhukar Dodrajka,

You asked us to give you some views on the relationship between regulatory and statutory accounts internationally and the impact of this on possible tax charges.

In many forms of regulation worldwide (including those applying dual till and hybrid till approaches) the entity being regulated does not correspond to a standalone company producing statutory accounts. Most obviously under dual and hybrid till regulation, the aeronautical side of the business will not have an entirely separate profit and loss and balance sheet corresponding to a company. Moreover, the issue may not be soluble by dividing up the statutory accounts lines of a company which contains the regulated entity. For example:-

There will be no separate history of tax allowances and prior year tax losses to create a full replica of a standalone company;

The airport as a whole may belong to a group of companies (possibly under a holding company) when the debt is essentially a property of the group as a whole, rather than individual companies.

In such circumstances the tax line for the entity concerned will inevitably be a notional one. This will be based on the properties of the entity being considered and will not be directly reconcilable to that of any specific company – even of the total airport of which the aeronautical activities form a part.

Clearly what a conscientious regulator would not do, in such a circumstance would be to include the tax line for the whole company in regulatory determinations - even though, for example, only the aeronautical costs of the company were being allowed for in the regulatory determination. The expected principles would be:-

If a part of a company was included in a regulatory determination, then its tax impact would be taken into account;

If a part of a company were excluded from regulation, its tax impact would equivalently be excluded.


The concept would include specific income or cost lines as well as entities as a whole. For example, at Aéroports de Paris income from off-airport property has not been included for consideration in regulation. If it were to be regulated on a post-tax basis using a vanilla cost of capital (as applied by AERA) we would not expect its tax impact to be included in the regulatory calculation. Similarly the CAA has suggested that any costs spent in promoting Heathrow Airport as a site for a new runway should not be allowed for regulatory purposes. Once, again under a post-tax vanilla approach, we would not expect the tax impacts to be taken into account, if the costs themselves were not.

The situation becomes more complex in jurisdictions (such as the UK) where taxation allowances do not correspond to depreciation. In such cases it is already recognised that company accounts and tax accounts will be different and accounting standards effectively set up a mechanism whereby the company tax charge shown in the accounts represents the estimated actual tax charge corresponding a period, combined with transfers from or to a deferred tax account which allows for timing and other differences between statutory and tax accounts. In such a position, a reconciliation of a regulated part of a company to a company tax line would be an artificial one since, that tax line itself is notional and does not correspond to the tax that is actually being paid.

The possibility of differences between regulatory accounts taxation and statutory accounts taxation is a specific example of a more general phenomenon that regulatory accounts need not follow statutory accounts. This is particularly true in the case of assets. For example:-

a) In Denmark, as in many counties it is possible for some assets in the statutory accounts to be revalued – particularly when they have a market value which can be directly assessed. For Copenhagen Airport, these revaluations are included in statutory accounts but excluded in accounts used for regulatory purposes;

b) In Australia, up until 2007 revaluations had been applied in both the statutory accounts and those used for regulatory reporting (and for charges negotiations under the Australian system which amounts to self-regulation). The regulators were concerned that this might lead to charges increases arising simply because of the revaluation process. Given that the system was well established it was recognised that it would be unfair to investors to insist on all revaluations being removed. Instead, airports were required to report their accounts both on a statutory basis and on a basis which omitted all revaluations beyond a specific date (30 June 2005 shortly before the associated ruling was mooted). The accounts which are produced excluding revaluations past the set date are known as ‘Line in the Sand’ accounts and are shown together with the airport’s own accounts which may include subsequent revaluations in the annual monitoring reports produced by the Australian Competition and Consumer Commission. In practice Sydney Airport uses a third set of accounts under which asset values are indexed by inflation (as distinct from being formally revalued) as a basis for regulation.


The UK regulators (CAA) explicitly do not use the statutory accounts as the basis of regulation and instead use separate regulatory accounts. The regulatory accounts use indexed rather than historic values for assets and depreciation and include a number of other adjustments. It should also be noted that the BAA (now Heathrow) accounts have always used a March year end, despite the fact that the statutory accounts for the same entities have been moved to a calendar year basis, so the regulatory accounts have no statutory accounts counterpart.

The CAA makes clear that the regulatory values of assets, in particular have a life of their own and are not simply based on an adjustment to statutory accounts

More generally the CAA agrees with the Competition Commission that it is not appropriate to set the RAB equal to the value of its assets in its statutory accounts up-lifted by RPI. The notion that the RAB acts as a unit of regulatory value and as such need not correspond to statutory asset values is widely accepted in UK regulation and is one that the CAA firmly endorses

Economic Regulation of BAA London Airports (Heathrow, Gatwick and Stansted) 2003 – 2008 CAA Decision February 2003

The CAA uses a real pre-tax cost of capital and accordingly does not include a separate tax line in its estimate of allowable costs. However it is significant that it simply uses the national corporate tax rate (not adjusted for the position of the individual company) in its calculation for the cost of capital without seeking to adjust this to deal with the actual tax paid or the difference between statutory and regulatory effective tax rates.

Taking these points together our conclusions are:-

a) Regulators in other parts of the world are used to dealing with entities which do not correspond to statutory companies. In such circumstances the appropriate values for items such as income, costs, assets, and depreciation do not correspond to an entity producing statutory accounts. It is therefore necessary to regulate on a notional entity which includes all or part of some parts of revenues or cost but excludes others. When doing this, the regulator would be expected to adjust all parts of the regulatory building blocks to reflect the inclusions and exclusions of activities or income and cost lines consistently;

b) Moreover, in the case of some items such as tax or debt, it might not be appropriate to take the airport or other company which contains the regulated entity as the most appropriate treatment of the regulated part as a separate entity;

c) The fact that regulated parts of companies may not correspond to statutory company is part of a broader issue that regulatory accounting treatments may (and in many cases should) be different in some respects from those used in statutory accounts. This is not surprising: they are constructed for different purposes and, as a result can be equally valid for the uses they are put to, even where the resulting numbers differ;


d) The UK CAA points out, for example, that regulatory assets in its view (and that of other UK regulators) represents a ‘unit of regulatory value’ - an importantly different concept from the accruals based thinking which underlies statutory accounting. This leads for example, to different approaches to the disposal of fixed assets, or assets which become obsolete.

In this context it is clear that good regulation is based on accounts which best fit the entity being regulated and the regulatory methodology adopted, rather than being tied to a statutory approach which is not appropriate.

As applied to the tax treatment of the concession fee, it appears quite clear from a consistency and fairness point of view, that if the concession fee is taken as a regulatory cost, its tax should be taken into account in reducing the tax line: if the concession fee is not taken into account, then its tax implications should not be included. The fact that the outcomes are different from the results of statutory accounting should not stand in the way of the appropriate regulatory treatment.

Yours sincerely,

Dr. Richard Sharp Technical Director +44 20 3096 4930 direct +44 7943 524 996 mobile [email protected]


mailto:[email protected]

NOTE ON TAX AS PER SSA

Definition of ‘Aeronautical Charges’ as per DIAL’s SSA:

Further to the above, Clause 3 of SSA clear states the following:

However, Schedule I of the SSA which defines the Formulae for Tariff determination states Tax as

follows:

Since, Clause 3 of SSA mandates that for the purpose of Tariff calculation by AERA, the Revenue share

paid to AAI will not be considered as part of cost. Since this is not considered as part of Operating

expenditure for Aeronautical Service the same cannot be considered for the purpose of calculation of

Tax on Aeronautical Services


DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED

NOTICE TO THE MEMBERS Notice is hereby given that the Second Annual General Meeting of the Company will be held on Monday, June 16, 2008 at 11.00 a.m. at the Registered Office of the Company at Board Room, 2nd Floor, Udaan Bhawan, Terminal 1B, IGI Airport, New Delhi-110037, to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2008 and

Profit & Loss Account for the financial year ended on that date, together with annexures thereto, and the reports of the Directors and Auditors thereon.

2. To appoint a director in place of Mr.G.B.S.Raju, who retires by rotation and being

eligible, offers himself for re-appointment.

3. To appoint a director in place of Mr.G.Subba Rao, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a director in place of Mr.Bashir Ahmad Bin Abdul Majid, who retires by

rotation and being eligible, offers himself for re-appointment. 5. To appoint M/s Price Waterhouse, Chartered Accountants, Hyderabad as the

Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company and to authorize the Board to fix their remuneration and pass the following resolution as a Special Resolution;

RESOLVED THAT pursuant to Section 224A of the Companies Act, 1956, if applicable, M/s Price Waterhouse, Chartered Accountants, Hyderabad, be and are hereby appointed as Statutory Auditors of the Company for the financial year 2008-09 from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board of Directors.

SPECIAL BUSINESS 6. Appointment of Mr. Sandeep Prakash as a Director

To consider and if thought fit, to pass the following resolution, with or without modification, as an Ordinary Resolution;

RESOLVED THAT Mr. Sandeep Prakash, who was appointed as an additional Director of the Company by the Board of Directors and who holds office up to the

date of this Annual General Meeting, be and is hereby appointed as a Director, subject to retirement by rotation.

7. Appointment of Mr.B.S.Shantharaju as a Director


RESOLVED THAT Mr. B.S.Shantharaju, who was appointed as an additional Director of the Company by the Board of Directors and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as a Director, subject to retirement by rotation.

8. Appointment of Mr. T.R.Prasad as a Director


RESOLVED THAT Mr. T.R.Prasad, who was appointed as an additional Director of the Company by the Board of Directors and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as a Director, subject to retirement by rotation.

9. Appointment of Mr. Kiran Kumar Grandhi as Managing Director


RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 310, 311, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modifications or reenactment thereof, for the time being in force) and subject to such sanctions and approvals as may be necessary, approval of the Company be and is hereby accorded to the appointment of Mr. Kiran Kumar Grandhi as a Managing Director of the Company for a period of 5 (five) years with effect from October 1, 2007 on the remuneration set out below;

1. Salary Per month: Rs.7,50,000 2. Perquisites and Allowances Mr. Kiran Kumar Grandhi shall be entitled to the following perquisites and allowances; (i) Housing: House Rent Allowance @ 50% of Basic Salary or Rent Free Unfurnished Accommodation at a cost not exceeding 50% of Basic Salary per month. (ii) Leave Travel Concession: Leave Travel Concession, for self and family once

in a year.

(iii) Medical Reimbursement: Reimbursement of actual medical expenses

incurred for self and family. (iv) Club Fees: Fees payable subject to a maximum of two clubs (v) Personal Accident Insurance: As per the rules of the Company.

3. Other benefits

a. Earned /privilege leave : As per the rules of the Company b.Contribution to Provident Fund, Superannuation fund or annuity fund as per the

Company’s rules and applicable provisions of the relevant statutes. Gratuity payable should not exceed half month’s salary for each completed year of service subject to maximum prescribed limit.

c. Use of Company’s car and telephone at residence for official purposes.

The valuation of perquisites shall be as per the provisions of the Income Tax Act. The aggregate remuneration inclusive of salary, perquisites, allowances and other benefits payable to Mr. Kiran Kumar Grandhi, Managing Director shall be subject to the overall ceilings laid down in Sections 198, 309 and other applicable provisions of the Companies Act, 1956.

RESOLVED FURTHER THAT the Board of Directors of the Company or a Committee thereof be and are hereby authorized to vary, alter or modify the different components of the above-stated remuneration of Managing Director as may be mutually agreed.

RESOLVED FURTHER THAT notwithstanding anything herein above stated where in any financial year, the Company incurs a loss or its profits are inadequate, the Company shall pay to Mr. Kiran Kumar Grandhi, the remuneration by way of salary, perquisites and other allowances not exceeding the limits specified under Para 2 of Section II, Part II of Schedule XIII to the Companies Act, 1956 (including any statutory modifications or reenactment thereof, for the time being in force) or such other limits as may be prescribed by the Government from time to time as minimum remuneration.

10. Appointment/ Re-designation of Mr. Srinivas Bommidala as Executive Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 310, 311, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modifications or reenactment thereof, for the time being in

force) and subject to such sanctions and approvals as may be necessary, approval of the Company be and is hereby accorded to the appointment/ re-designation of Mr. Srinivas Bommidala as Executive Director of the Company for the period October 1, 2007 to April 18, 2011 on the remuneration set out below; 1. Salary Per month: Rs.7,50,000 2. Perquisites and Allowances

Mr. Srinivas Bommidala shall be entitled to the following perquisites and allowances;

(i) Housing: House Rent Allowance @ 50% of Basic Salary or Rent Free Unfurnished Accommodation at a cost not exceeding 50% of Basic Salary per month.

(ii) Leave Travel Concession: Leave Travel Concession, for self and family once in a year.

(iii) Medical Reimbursement: Reimbursement of actual medical expenses incurred for self and family.

(iv) Club Fees: Fees payable subject to a maximum of two clubs. (v) Personal Accident Insurance: As per the rules of the Company. 3. Other benefits a. Earned /privilege leave : As per the rules of the Company. b. Contribution to Provident Fund, Superannuation fund or annuity fund as per the


c. Use of Company’s car and telephone at residence for official purposes. The valuation of perquisites shall be as per the provisions of the Income Tax Act. The aggregate remuneration inclusive of salary, perquisites, allowances and other benefits payable to Mr. Srinivas Bommidala, Executive Director shall be subject to the overall ceilings laid down in Sections 198, 309 and other applicable provisions of the Companies Act, 1956. RESOLVED FURTHER THAT the Board of Directors of the Company or a Committee thereof be and are hereby authorized to vary, alter or modify the different components of the above-stated remuneration of Executive Director as may be mutually agreed.

RESOLVED FURTHER THAT notwithstanding anything herein above stated where in any financial year , the Company incurs a loss or its profits are inadequate, the Company shall pay to Mr. Srinivas Bommidala the remuneration by way of salary, perquisites and other allowances not exceeding the limits specified under Para 2 of Section II, Part II of Schedule XIII to the Companies Act, 1956 (including any statutory modifications or reenactment thereof, for the time being in force) or such other limits as may be prescribed by the Government from time to time as minimum remuneration.

11. Increase in Remuneration of Mr. K.Narayana Rao

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 310, 311, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modifications or re-enactment thereof, for the time being in force), remuneration of Mr. K.Narayana Rao, Whole-time Director of the Company with effect from July 1, 2007 be and is hereby approved as set out below; 1. Salary Per month: Rs.1,75,625 2. Perquisites and Allowances

Mr. K.Narayana Rao shall be entitled to the following perquisites and allowances;

(i) Housing: House Rent Allowance @ 50% of Basic Salary or Rent Free Unfurnished Accommodation at a cost not exceeding 50% of Basic Salary per month.

(ii) Transport Allowance Rs.800 per month (iii) Special Pay Rs.2,58,482 per month (iv) Other Allowances Rs. 3,15,000 per annum (v) Festival Bonus at periodical interval(s) Rs.2,10,750 per annum. (vi) Leave Travel Concession: Leave Travel Concession, for self and family once in

a year. (vii) Medical Reimbursement: Reimbursement of actual medical expenses incurred

for self and family. (viii) Personal Accident and Group Medical Insurance: As per the rules of the

Company. 3. Other benefits a. Earned /privilege leave : As per the rules of the Company

b. Contribution to Provident Fund, Superannuation fund or annuity fund as per the


The valuation of perquisites shall be as per the provisions of the Income Tax Act.

The aggregate remuneration inclusive of salary, perquisites, allowances and other benefits payable to Mr. K.Narayana Rao, Whole-time Director shall be subject to the overall ceilings laid down in Sections 198, 309 and other applicable provisions of the Companies Act, 1956. RESOLVED FURTHER THAT the Board of Directors of the Company or a Committee thereof be and are hereby authorized to vary, alter or modify the different components of the above-stated remuneration of Whole-time Director as may be mutually agreed. RESOLVED FURTHER THAT notwithstanding anything herein above stated where in any financial year, the Company incurs a loss or its profits are inadequate, the Company shall pay to Mr. K.Narayana Rao, Whole-time Director the remuneration by way of salary, perquisites and other allowances not exceeding the limits specified under Para 2 of Section II, Part II of Schedule XIII to the Companies Act, 1956 (including any statutory modifications or reenactment thereof, for the time being in force) or such other limits as may be prescribed by the Government from time to time as minimum remuneration.

12. Appointment of Mr.B.S.Shantharaju, CEO


RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 310, 311, Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modifications or reenactment thereof, for the time being in force) and subject to such sanctions and approvals as may be necessary, approval of the Company be and is hereby accorded to the appointment of Mr. B.S.Shantharaju as Whole-time Director of the Company under the designation of CEO for a period of 3 years with effect from January 21, 2008 on the remuneration set out below;

1. Salary Per month: Rs.8,33,333

2. Perquisites and Allowances

Mr.B.S.Shantharaju shall be entitled to the following perquisites and allowances;

(i) Housing: House Rent Allowance @ 50% of Basic Salary or Rent Free Unfurnished Accommodation at a cost not exceeding 50% of Basic Salary per month. (ii) Transport Allowance Rs.800 per month (iii) Special Pay Rs.2,22,539 per month (iv) Other Allowances/ Pay/ Bonus Rs. 55,00,000 per annum (v) Festival Bonus at periodical interval(s) Rs.10,00,000 per annum (vi) Leave Travel Concession: Leave Travel Concession, for self and family once

in a year. (vii) Medical Reimbursement: Reimbursement of actual medical expenses

incurred for self and family. (viii) Personal Accident and Group Medical Insurance: As per the rules of the

Company.

3. Other benefits

a. Earned /privilege leave : As per the rules of the Company b. Contribution to Provident Fund, Superannuation fund or annuity fund as per the


The valuation of perquisites shall be as per the provisions of the Income Tax Act. The aggregate remuneration inclusive of salary, perquisites, allowances and other benefits payable to Mr.B.S.Shantharaju, CEO/ Whole-time Director shall be subject to the overall ceilings laid down in Sections 198, 309 and other applicable provisions of the Companies Act, 1956.

RESOLVED FURTHER THAT the Board of Directors of the Company or a Committee thereof be and are hereby authorized to vary, alter or modify the different components of the above-stated remuneration of Whole-time Director as may be mutually agreed.

RESOLVED FURTHER THAT notwithstanding anything herein above stated where in any financial year, the Company incurs a loss or its profits are inadequate, the Company shall pay to Mr.B.S.Shantharaju, CEO/Whole-time Director the remuneration by way of salary, perquisites and other allowances not exceeding the limits specified under Para 2 of Section II, Part II of Schedule XIII to the Companies Act, 1956 (including any statutory modifications or reenactment thereof, for the time being in force) or such other limits as may be prescribed by the Government from time to time as minimum remuneration.

By Order of the Board

For Delhi International Airport Private Limited

C.P.Sounderarajan Company Secretary

Place: New Delhi Date: May 16, 2008

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself. A proxy need not be a member of the Company. The proxy form in order to be effective must be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting.

2. The relevant Explanatory statement under Section 173 of the Companies Act,

1956 in respect of Special business under the items 6 to 12 is annexed hereto.

ANNEXURE TO NOTICE Explanatory Statement pursuant to Section 173 of the Companies Act, 1956

Item No. 6 Mr. Sandeep Prakash, was appointed as an additional Director by the Board of Directors on January 21, 2008. He holds office as Director upto the date of the ensuing Annual General Meeting, i.e., June 16, 2008. Notice under Section 257 of the Companies Act, 1956, along with necessary deposit, has been received from a member of the Company proposing the candidature of Mr. Sandeep Prakash as a Director. Board commends the resolution for the approval of members.

None of the Directors except Mr. Sandeep Prakash is concerned or interested in the resolution.

Item No. 7 Mr. B.S.Shantharaju was appointed as an additional Director at the Board Meeting held on January 21, 2008. He holds office as Director upto the date of the ensuing Annual General Meeting, i.e., June 16, 2008. Notice under Section 257 of the Companies Act, 1956, along with necessary deposit, has been received from a member of the Company proposing the candidature of Mr. B.S.Shantharaju as a Director. Board commends the resolution for approval of the members. None of the Directors except Mr. B.S.Shantharaju is concerned or interested in the resolution.

Item No. 8 Mr. T.R.Prasad was appointed as an additional Director by the Board of Directors on February 21, 2008. He holds office as Director upto the date of the ensuing Annual General Meeting, i.e., June 16, 2008. Notice under Section 257 of the Companies Act, 1956, along with necessary deposit, has been received from a member of the Company proposing the candidature of Mr. T.R.Prasad as a Director. Board commends the resolution for approval of the members. None of the Directors except Mr. T.R.Prasad is concerned or interested in the resolution.

Item No. 9 Mr. Kiran Kumar Grandhi was appointed as a Managing Director of the Company for a period of 5 (five) years with effect from October 1, 2007, in the place of Mr.Srinivas Bommidala who has been re-designated and continues as Executive Director. He has been nominated as a Managing Director by the Private Participants under Article 91 read with Article 95 of the Articles of Association of the Company. He shall not be liable to retirement by rotation. Details of his remuneration are provided in the resolution. Managing Director will exercise his powers subject to the overall superintendence, direction and control of the Board of Directors. None of the Directors except Mr. G.M.Rao, Mr.Srinivas Bommidala, Mr.G.B.S.Raju and Mr. Kiran Kumar Grandhi, is concerned or interested in the resolution.

The terms of appointment of Mr. Kiran Kumar Grandhi, as stated in this notice, may be treated as the abstract under Section 302 of the Companies Act, 1956. Copy of the resolutions in respect of his appointment and remuneration are available at the registered office of the Company during working hours on any working day till the date of this Annual General Meeting. Board recommends the resolution for approval of the members.

Item No. 10 Mr. Srinivas Bommidala was appointed as Managing Director on April 19, 2006. With effect from October 1, 2007, Mr. Kiran Kumar Grandhi was appointed as Managing Director as specified in item no 9. Mr. Srinivas Bommidala continues as an Executive Director of the Company with effect from October 1, 2007 upto April 18, 2011. His remuneration is the same as was being drawn by him earlier and has been approved by the Board of Directors. Details of his remuneration are provided in the resolution. None of the Directors except Mr. G.M.Rao, Mr.Srinivas Bommidala, Mr.G.B.S.Raju and Mr. Kiran Kumar Grandhi, is concerned or interested in the resolution. The terms of appointment of Mr.Srinivas Bommidala, as stated in this notice, may be treated as the abstract under Section 302 of the Companies Act, 1956. Copy of the resolutions in respect of his appointment and remuneration are available at the registered office of the Company during working hours on any working day till the date of this Annual General Meeting. Board recommends the resolution for approval of the members. Item No. 11 Mr. K.Narayana Rao’s remuneration was increased with effect from July 1, 2007 by the Board of Directors of the Company. Details of the increased remuneration are provided in the resolution. None of the Directors except Mr. K.Narayana Rao, is concerned or interested in the resolution. The terms of remuneration of Mr.K.Narayana Rao, as stated in this notice, may be treated as the abstract under Section 302 of the Companies Act, 1956. Copy of the resolutions in respect of his remuneration is available at the registered office of the Company during working hours on any working day till the date of this Annual General Meeting.

Board recommends the resolution for approval of the members. Item No. 12 Mr. B.S.Shantharaju was appointed by the Board of Directors as Whole-time Director under the designation of CEO for a period of 3 years with effect from January 21, 2008. Details of his terms of appointment are provided in the resolution. None of the Directors except Mr. B.S.Shantharaju is concerned or interested in the resolution. The terms of appointment of Mr. B.S.Shantharaju, as stated in this notice, may be treated as the abstract under Section 302 of the Companies Act, 1956. Copy of the resolutions in respect of his appointment and remuneration are available at the registered office of the Company during working hours on any working day till the date of this Annual General Meeting. Board recommends the resolution for approval of the members.

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED Udaan Bhavan, Terminal 1 B, Indira Gandhi International Airport, (IGI Airport), New Delhi 110037

REPORT OF THE DIRECTORS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2008 Your Directors have pleasure in presenting the Second Annual Report and the Audited Accounts for the Financial Year ended March 31, 2008, together with the Auditors Report thereon. Project Overview

Delhi International Airport Private Ltd. (DIAL) was formed with the objectives of operating, maintaining, developing, designing, constructing, upgrading, modernising, financing and managing the Indira Gandhi International Airport, New Delhi. Operation, Management and Development Agreement with Airports Authority of India (AAI) was signed on April 4, 2006 (OMDA) to undertake these functions. The IGI Airport at Delhi is being developed to international standards airport with state of the art facilities and passenger amenities.

Members are aware that the Company had signed the major Project Agreements like Operation, Management and Development Agreement, State Support Agreement, Shareholders Agreement, CNS-ATM Agreement, Airport Operator Agreement, State Government Support Agreement, Lease Deed and Escrow Agreement.

Development Plan and Implementation

Master Plan for development was submitted to Ministry of Civil Aviation and the Project is being developed in phases. Phase 1 comprising of rebuilding of domestic terminal and revamping and up-gradation of terminal 2, construction of Runway - (sub phase 1A), terminal 3 and associated works (sub phase 1b). Sub phase 1A would be completed in 2008 the Sub phase 1B would be completed in 2010.

Status on Airport Development Terminal 1

• M/s B L Kashyap was awarded the contract for constructing the New T1B

• M/s Pratibha Industries was awarded the civil contract and M/s Unique was awarded the services contract for expansion of Arrival Terminal

• Relocation activities viz. Indian, Jet, Jetlite, SpiceJet, First Flight courier

completed.

• New T1B foundation, mezzanine, first floor slab works nearing completion and structural works have commenced

• Structural and civil works in progress at the arrival terminal

• Achieved an overall progress of 58.12%

• Target completion of expansion of arrival terminal is 30/6/2008

• Target for completion of New T1B is 30/9/2008. The formal inauguration of this new terminal building will take a couple of months extra for Operation Readiness and Transfer (ORAT).

Terminal 2

• Area 1, Area 2, Area 3 renovation at Departure level with new check in counters, Flight information display system (FIDS), flooring, washrooms, fire system, air-conditioning, lighting, false ceiling, retail, Inline baggage system, way finding signages, 24 Immigration counters, etc are completed. Related works in progress at Area 4 and 5

• Renovation of 7 Aerobridges completed and balance 2 in progress

• Renovation of Aero corridor with new false ceiling, lighting, fire system, air-conditioning, way finding signages, etc., is nearing completion.

• Security channels increased to total 10 Nos.

• Façade and canopy works are being completed progressively

• False ceiling with lighting, air conditioning, fire system, way finding signages, new washrooms nearing completion at Arrival baggage reclaim area.

• Achieved an overall progress of 80.58%

• Target completion is 30/6/2008 Terminal 3

• Achieved overall progress of 26.80%

• Quantities achieved as on date;

o Steel – 52,639 MT

o Aggregates – 1,687,666 MT

o Cement – 209,339 MT

o Bitumen – 9,211 MT

o Concrete at PTB and Piers – 255,023 Cum

• 16 out of 33 packages are finalized and the major contracts are M/s Siemens - AGL Power Supply, M/s Honeywell - AG Lighting, M/s Seimens - BHS, M/s ETA - HAVC, Thyssenkrupp & Shinmava – PBB

• Phase 1A

o 100% Runway Civil Works are completed.

o 97% Taxiway Civil Works are completed.

o Remote Stands 301 to 305 handed over to operations.

o Drain Works, AGL Lighting Works, Substation works & Fire station building works in progress.

o Achieved an overall progress of 86.20%

o Target date of completion -30/06/08

• Phase 1B o 40% of Terminal building civil works are completed which include

foundation, columns, retaining walls and major slabs (Arrival Level@ 0M & +5M and departure level @+10M )

o 50% of Piers civil works are completed which include foundations,

columns, departure and arrival level slabs

o Earthworks, CTSG and CTB works in progress at taxiways

o Achieved an overall progress of 11.35%

o Target date of completion is 31/03/10

Airport Operations

Number of initiatives were undertaken in the area of Airport Operations. The fog season was successfully managed by the Company with the help of Ministry of Civil Aviation, AAI, Directorate General of Civil Aviation (DGCA) and other Stakeholders. Your Company has set up a state of the art Airport Operation Command Centre (AOCC) to streamline the airport operations and maximize the efficiency of resources available. The AOCC that went live in April 2008, is located in the old ATC tower at the domestic terminal. The AOCC will be a high-technology asset which will monitor and co-ordinate operations within the terminal, air-side, cargo and other support functions of the airport. The AOCC will significantly improve the resource allocation at the airport which in turn will lead to greater efficiency in airport operations. Passengers will be greatly benefited as it would lead to quicker processing in terminals and faster aircraft turnaround, thereby reducing delays. The AOCC will also be the first line of action during aircraft emergencies /low visibility procedures /weather warnings. It will coordinate with ATC and ground airside operations for smooth handling of such situations. Further, the Company is in the process of establishing a state of the art Digital Trunk Radio System for communication between its various units and groups.

Many measures have been taken to improve the Airport Operations with emphasis on rendering quality services to passengers, customers and other stakeholders.

Improvements undertaken on the Airside during the year under review include the following;

• Nine (9) extra domestic bays have been commissioned on the domestic apron, by realignment of the existing satellite apron. This has enabled to expand night parking facilities to cater to more flights with optimization of asset use.

• A new power-in push-back parking method was introduced in the front two rows of the domestic apron. This method is safer than the previous arrangement which had aircraft and vehicles operating in close proximity.

• Installation of CAT-III lighting on bays and various taxi ways so that aircrafts can operate in very low visibility during fog period. CAT IIIB parking bays increased to 55 during the year.

• 4 new Crash Fire Tenders has been procured which will strengthen the fire rescue system at Delhi Airport

• Speed governor in vehicles operating at airside are being implemented which will control the speed of vehicles inside the airport and prevent the incidents occurring at airside

• New Spearhead machines being installed for grass cutting

• 4 Apron Sweeping and 2 runway sweeping Machines has been procured for cleaning the aprons and runways.

• Advanced High Pressure Cleaning Vehicle has been procured to remove rubber and paint markings on runways, taxiways and aprons.

• 14 General Aviation (GA) bays were constructed during the period

• Improved UPS system has been installed for runway lighting

• Vehicle Standardization has been done

• Bird Hazard management system and Habitat Management has been emphasized to facilitate and improve Airport operations

Improvements undertaken on the Terminals during the year under review include the following;

• Recruitment of 60 Customer Service Coordinators. They have been trained on various aspects of customer service at airports. They have been deployed at various points in all Terminal buildings to help passengers

• Installation of Customer feedback Kiosk to get feedback from passengers

• Help Desk has been put in terminals to guide the passengers

• New x-ray machines, metal detectors and other security equipment have been added to enhance the security of passengers.

• New seating arrangements have been provided for passengers.

• Q managers have been installed to smoothen the flow of passengers at Airport

• Deployment of Mechanized sweeping machines at various terminals.

• An extension of canopy in front of the existing terminal 1B was erected for fog period. It was equipped with FIDS, additional seating, heaters, signages fire extinguishers and additional F&B counters.

• Directional Signages and pictographs have been improved for better way finding.

• Water dispensers are placed in Check-in, Transit and Security hold area at International Terminal.

• Automated integration of Flight Information Display system (FIDS) to Air Traffic Control (ATC). Interactive voice response system (IVRS) integration with FIDS.

• 2 new additional boarding gates at T 1 B to ease passengers’ movement.

• New immigration counter and passengers desks

• Increase in SHS Space in 1B.

• Special T2 decongestion plan – deploying CISF barricades, Customer service staff & traffic management staff

Improvements undertaken on the City side during the year under review include the following

• Number of Pre-paid taxi counters was increased and a new luxury car rental facility run by Avis was also inaugurated at domestic arrival to reduce congestion for boarding taxi and to give choice to the passengers.

• Mechanical Road cleaning machines has been deployed on city side for better cleanliness of roads.

• Deployment of marshals and porters for traffic management so as to reduce the congestion in front of arrivals

• “May I help you” staff has been deployed at domestic arrivals to guide the passengers.

• Commissioning of Call Center to provide the flight information to passengers during fog period.

• The roads has been widened for smooth and faster flow of vehicles and reduce traffic congestion.

• Taxi management has been changed to make it better organized. Parking bay numbers for taxis and guidance by dedicated security staff

• Group4 company traffic guards have been deployed on city side of international terminal for traffic management. Traffic guards will ensure smooth traffic flow, guide the vehicles to respective parking areas, control unauthorized parking of vehicles

• Increased coaches between the terminals to take passengers from one terminal to another.

• Deployment of free loaders for off loading baggage and providing trolley to departing passengers from their vehicles.

Traffic India is growing as an emerging economy with GDP growth of 8.5%. In line with this economic growth, the overall Indian air traffic has grown by 21.2% over the previous year 2006-07. The total traveling Passenger touched 117 million handling 1.3 million aircraft operations and the total air borne freight touched 1.7 million tonnes during 2007-08. Delhi airport occupies 2nd position in the Indian air traffic touching 23.97 million passengers, 0.23 million aircraft and 0.43 million air freight movements with the growth of 17.26%, 14.59% and 11.14% respectively. International traffic reveals a growth of 10.35%, 11.14% and 4.54% in the passenger, air freight and aircraft movements. Domestic traffic is up by 20.59%, 12.82% and 19.61% in the passenger, air freight and aircraft movements over 2006-07. Six new international airlines were started during 2007-08. The average Pax / Aircraft ratio increased in the international from 132 to 141 and there is no change in the domestic Pax/Aircraft ratio which remains as 108. The daily average Pax traffic flow is 45436 for domestic and 20060 for international. Delhi airport connects 60 and 45 international and domestic routes. It is projected that the air traffic will grow at the rate of 12% and 18% in the international and domestic routes in the next three years. Financial Results (Rs. In lakhs) Particulars Financial year

ended 31st March 2008

Financial year ended 31st March 2007

Income from Operations 87057.78 58,800.10Other Income 507.09 338.08Gross Revenue 87564.87 59138.18Less: Annual Fee Paid/ Payable to AAI

40271.08 27197.65

Net Revenue 47293.79 31940.53Operating Expenses 10319.45 9452.07Personnel Expenses (including operation support cost)

17250.95 10776.23

Administration cost 9906.63 5794.86Profit before Interest and Depreciation

9816.76 5917.37

Finance Expenses 76.65 1007.64Depreciation and Amortisation 910.94 386.93Profit before taxation 8829.17 4522.80Provision for taxation 3163.53 1589.44Profit After Taxation 5665.64 2933.36Profit brought forward from previous period

2933.36 ---

Amount available for appropriation 8599.00 2933.36

Appropriation Surplus carried to Balance Sheet 8599.00 2933.36Earnings Per Share (in Rs) - Basic - Diluted

2.521.84

1.841.84

Appropriations The Company does not propose to declare dividend for the financial year 2007-08. An amount of Rs.8599 Lakhs is proposed to be retained in the profit and loss account. Finance During the year under review, the Company had achieved financial closure of the project. Total capital expenditure program of the first Phase till year 2010 is estimated at about Rs. 8975 crores. This will be funded by debt and equity in the ratio of 1.25:1 comprising equity and quasi equity of about Rs. 3989 crores and debt of Rs. 4986 crores. A consortium of 12 banks has signed the financing documents for loans aggregating to Rs.4986 crores. The rupee component of the debt amounting to Rs. 3650 crores has been raised with 17 year door-to-door tenor and ECB component of USD 350 Million has been raised with a 13 year door-to-door tenor. The total requirement of debt has been financed by Canara Bank Rs.600 crores, IIFCL Rs.500 crores, Union Bank of India Rs.500 crores, Oriental Bank of Commerce Rs.400 crores, Central Bank of India Rs.400 crores, Andhra Bank Rs.250 crores, Vijaya Bank Rs.250 crores, IDFC Rs.250 crores, Bank of India Rs.250 crores and Punjab National Bank Rs.250 Crores. Foreign currency loan of USD 350 Million has been financed by ICICI Bank, Singapore – USD 200 Million and Abu Dhabi Commercial Bank, Abu Dhabi – USD 150 Million. Pending utilization for the stated purpose, certain loan funds were temporarily invested in risk free short term investments, till the stated end use. As on March 31, 2008, Company has availed long term loans of Rs. 1500 crores, short term loans of Rs.1000 crores, tied up working capital facility of Rs.85.50 crores and non-fund based limits of Rs.599 crores. The Company has not accepted any fixed deposits. Increase in Share Capital During the year, upon approval of the shareholders, the authorized share capital of the Company was increased to Rs.2000 crores. The Company issued 50,00,00,000 equity shares of Rs.10 each for cash at par to the shareholders against contribution of Rs.500 crores received from shareholders towards equity. During the year under review, your Company also received Rs.550 crores from the shareholders in proportion to their respective shareholding for funding capital expenditure.

Subsidiaries The company has two wholly owned subsidiaries – Delhi Aerotroplis Private Limited and DIAL Cargo Private Limited. Delhi Aerotroplis Private Limited Delhi Aerotropolis Private Limited is a Wholly-owned subsidiary of the Company and was formed to undertake commercial property business on May 22, 2007. Presently, the Company has not undertaken any major activity. DIAL Cargo Private Limited DIAL Cargo Private Limited is a Wholly-owned subsidiary of the Company and was formed to undertake cargo business on June 28, 2007. Company has not commenced its business operations. Documents required under Section 212 of the Companies Act, 1956, in respect of subsidiary companies are attached. Human Resources

As per OMDA, for the first three years from May 3, 2006, Airports Authority of India (AAI) shall provide the Operation Support to the Company through the General Employees of AAI. As required under OMDA, with effect from May 3, 2009, Operation support of AAI will cease and all the operations of the Airport will be conducted by the Company.

Company is in the process of recruitment of employees, experts and specialists required for carrying out the various functions including operation, maintenance and development. During the year under review, Company has recruited qualified personnel and the employee strength has crossed 1000.

Human Resources department had facilitated conducting of training programs for employees including technical, Customer Orientation, Operational Excellence, Values and Beliefs. Company continues to give importance to training of employees in various spheres relating to Airport and their respective functions with a stress on quality in services being provided at Airport.

Commercial

Deviating from traditional industry norms, and to tap the overwhelming opportunities in the booming aviation sector, Company launched its Business Development Cell aptly christening it as the Airline Marketing Group. The Company in its first year itself started marketing IGI Airport, New Delhi at the Routes Conference held in Stockholm, touching base with over 2000 delegates from International airlines & Airports. On the domestic front, Company has held one-on-one interactions with leading airlines detailing future development plan. These initiatives have resulted in rich dividends as airlines such as

China Southern, Swiss and Air Arabia have commenced operations from IGI Airport, New Delhi. Also, China Airlines, Cathay Pacific, Singapore Airlines and Malaysian Airlines have enhanced their flying frequency from IGI Airport, New Delhi. This is expected to add another 12000 pax/week at IGI Airport, New Delhi.

In line with the Ministry of Civil Aviation’s Ground Handling Policy, IGI Airport, New Delhi would have 2 Ground Handlers of international repute besides JV of National Aviation Company of India Ltd (NACIL) with effect from January 1, 2009. The Tender process for the same is under progress and the concession agreement is likely to get finalized by July 2008. Similarly Expressions of Interest (EoI) have been released for selection of concessionaires for Fuel farm operator and in-flight caterers.

On the retail front the company ensured provision of world class services to its passengers by signing in fresh contracts with renowned brands & providing additional area to the existing brands. The list of new contracts signed in 2007-08 includes Radio taxi concession with Carzonrent (franchisee for hertz in India), F&B contracts – Mc Donald’s, Costa Coffee, Cookie man, Flavors, Segafrado, Indian Paradise, Buno & Kaffa, Mr. Orange, Café Ritazza, Food Village, Indian Snack and Juice etc. Other contracts include Suzuki (advertisement contract), Mammanram Srikishan (Hyderabad Pearls), Apollo Hospitals (Medical facilities) etc.

Quality Your Company received ISO 9001:2000 certification from LRQA in October 2007. This was more than 6 months ahead of the OMDA requirement. Company sponsored ISO 9001:2000 certification for CISF who successfully achieved certification in January 2008. Delhi Airport is one of the first 5 airports worldwide to have signed up for ASQ Assured Certification. This is an airport specific business excellence model supported by the Airports Council International (ACI). Corporate Social Responsibility Company supported GMR Varalakshmi Foundation in its activities in Delhi. Initially activities were taken up in Mehram Nagar (East and West), neighbouring the airport. Geographical area was later expanded to Savda Ghevra JJ Resettlement Colony where some of the illegal encroachments from the airport site were shifted. Activities included education for people in Savda Ghevra (resettlement colony) and Mehram Nagar through tuition / support classes, Balbadi centres, collaboration with Government schools, providing library facilities etc. The Foundation laid emphasis on health care for people by organising weekly clinic. Doctor visits the clinic once in a week and medicines are given free of cost.. Foundation had also organized eye check up camp and health check up camps. Foundation has helped people to develop their skills which have helped them to have a better livelihood. Various community development programs were held with active participation of the people. Company encourages and empowers the employees to contribute personal time, attention and effort to community development and social causes.

Directors Composition and size of the Board of Directors The present Board comprises of the following directors,

S.No Name of the Director Representing 1. Mr.G. M. Rao, Chairman private participants 2. Mr.Kiran Kumar Grandhi,

Managing Director private participants

3. Mr.Srinivas Bommidala, Executive Director

private participants

4. Mr.B.S.Shantharaju, CEO private participants 5. Mr.K.Narayana Rao,

Whole-time Director private participants

6. Mr.G.B.S.Raju private participants Alternate director – Mr. O.Bangaru Raju

7. Mr.G.Subba Rao private participants 8. Mr.T.R.Prasad private participants 9. Mr.Bashir Ahmad Bin Abdul

Majid private participants Alternate director – Mr. Umar Bin Bustamam

10. Ms.Andreea D Pal private participants Alternate director – Mr. Christoph Hans Nanke

11. Mr.Sandeep Prakash Airports Authority of India 12. Mr.P.Seth Airports Authority of India 13. Mr.H.S.Bains Airports Authority of India

During the period, Mr. K.N.Shrivastava ceased to be a Director. Board places on record its deep appreciation for the services rendered by Mr. K.N.Shrivastava during his tenure as a director.

Mr.G.B.S.Raju, Mr. G.Subba Rao and Mr. Bashir Ahmad Bin Abdul Majid, Directors retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Mr. Sandeep Prakash, Mr. B.S.Shantharaju and Mr. T.R.Prasad were appointed as additional Directors by the Board of Directors and notices have been received under Section 257 of the Companies Act, 1956 for their appointment as directors. Mr. Kiran Kumar Grandhi was appointed as Managing Director with effect from October 1, 2007 for a period of 5 years. Mr. Srinivas Bommidala was appointed / re-designated as Executive Director with effect from October 1, 2007 for the period up-to April 18, 2011.Mr. B.S.Shantharaju was appointed as a Whole-time Director under the designation of Chief Executive Officer (CEO) for a period of 3 years with effect from January 21, 2008. Appointment and remuneration of Mr. Kiran Kumar Grandhi, Managing Director, Mr. Srinivas Bommidala, Executive Director, Mr. B.S.Shantharaju, CEO are being placed for approval of shareholders at the ensuing Annual General

Meeting. Increase in remuneration of Mr. K.Narayana Rao, Whole-time Director is subject to the approval of shareholders at the ensuing Annual General Meeting.

Audit Committee

Audit Committee was constituted on June 20, 2006. Presently, the Audit Committee comprises of the following directors; Sl No Name of Director 1 Mr. G.Subba Rao 2 Mr. G.B.S.Raju 3 Mr. T.R.Prasad 4 Ms. Andreea D Pal 5 Mr. H.S.Bains

Remuneration Committee

Remuneration Committee was constituted on April 17, 2007 mainly for determining the remuneration of Managing Director(s) /Whole-time Director(s). Presently the Remuneration Committee comprises of the following directors; Sl No Name of Director 1 Mr. G.Subba Rao 2 Ms. Andreea D Pal 3 Mr. T.R.Prasad 4 Mr. Sandeep Prakash

Directors’ Responsibility Statement Your Directors confirm:

1. That in the preparation of the annual accounts for the financial year ended March 31, 2008, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them

consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2008 and of the profit of the Company for that period.

3. That the directors had taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

4. That the directors had prepared the accounts for the financial year ended March 31, 2008 on a ‘going concern’ basis.

Auditors M/s Price Waterhouse, retiring Auditors have confirmed their eligibility and willingness to continue as Auditors of the Company. Members are requested to re-appoint M/s Price Waterhouse, Chartered Accountants, as the Auditors of the Company and authorise the Board to fix their remuneration. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo The particulars as required under sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, are set out in the annexure included in this report. Particulars of Employees Particulars to be furnished under section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, are set out in the annexure included in this report. Acknowledgement Your Directors take this opportunity to express their sincere thanks and gratitude to the Government of India, Government of National Capital territory of Delhi, Ministry of Civil Aviation, Airports Authority of India, Directorate General of Civil Aviation, Bureau of Civil Aviation Services, Airlines, CISF and other agencies, users and customers of the Airport, Canara Bank, Union Bank of India, Oriental Bank of Commerce, Central Bank of India, IDFC, Punjab National Bank, Andhra Bank, IIFCL, Bank of India, Vijaya Bank, ICICI Bank, IDBI Bank, Abu Dhabi Commercial Bank, Axis Bank, and other Banks and Financial Institutions, Fraport AG Frankfurt Airport Services Worldwide, Malaysia Airports, India Development Fund and GMR Group, for their co-operation. Your Directors place on record their sincere appreciation of the contributions made by the employees at all levels through their hard work, dedication, solidarity and support. For and on behalf of the Board of Directors.

Sd/- Sd/- G.Kiran Kumar K.Narayana Rao Managing Director Whole-Time Director Place: New Delhi Date: May 16, 2008

Annexure to the Report of the Directors Particulars pursuant to Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988. Conservation of Energy,

a. Energy Conservation Measures taken:

1. Energy and water Audit was conducted by National Productivity council and

recommendations have been made. 2. Replacement of old/inefficient air handling units of air-conditioning systems with

new air handling units. 3. Replacement of old /inefficient water pumps and chillers.

b. Additional Investment and proposal, if any, being implemented for reduction of consumption of energy:

1. Additional capacitors installed. 2. Energy audit recommendations are proposed to be implemented. 3. Replacement of existing lighting with energy efficient lamps in international

terminal.

c. Impact of measures at (A) and (B) above for reduction of energy consumption and consequent impact on the cost.

1. Power factor improved from 0.92 to 0.97.

Technology, absorption, adaptation and innovation The company is not engaged in any manufacturing activity and therefore these particulars are not applicable.

Foreign Exchange Earnings and Outgo Information regarding Foreign Exchange Earnings and outgo is given in item no.13 of the Notes to Accounts.

Price Waterhouse

AUDITORS’ REPORT TO THE MEMBERS OF


1. We have audited the attached Balance Sheet of Delhi International Airport Private Limited (“the

Company”) as at March 31, 2008, and the related Profit and Loss Account and Cash Flow Statement for the financial year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those

Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

(Auditor’s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ‘The Companies Act, 1956 of India (the ‘Act’) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure to this report, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

as appears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with

by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2008 and

taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2008 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

# 8-2-293/82/A/1131A Telephone + 91 (40) 66246600 Road No. 36, Jubilee Hills Facsimile + 91 (40) 66246400 Hyderabad – 500 034

Price Waterhouse Continuation Sheet

(f) In our opinion and to the best of our information and according to the explanations given to us,

the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act subject to Rs.11,785,385 being part of managerial remuneration included in Note 9 of Schedule 19, requiring approval of the share holders of the Company, give a true and fair view in conformity 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 profit for the financial year ended on that

date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

-sd-

P. Rama KrishnaPartner

Membership No. 22795For and on behalf of

Place: New Delhi Price WaterhouseDate: May 16, 2008 Chartered Accountants


ANNEXURE TO AUDITORS’ REPORT [Referred to in paragraph 3 of the Auditors’ Report of even date to the members of Delhi International Airport Private Limited on the financial statements as at and for the year ended March 31, 2008] 1. (a) The Company is maintaining proper records showing full particulars including quantitative

details and situation of fixed assets.

(b) The Management has a policy of verification of fixed assets on a rotation basis for every three years covering the entire block of fixed assets. Accordingly certain fixed assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of

fixed assets has not been disposed of by the company during the year. 2. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies,

firms or other parties covered in the register maintained under Section 301 of the Act. 3. In our opinion and according to the information and explanations given to us, having regard to the

explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, 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. The activities of the Company did not involve purchase of inventory and sale of goods during the financial year. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

4. According to the information and explanations given to us, there have been no contracts or

arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that Section. Accordingly, commenting on transactions made in pursuance of such contracts or arrangements does not arise.

5. The Company has not accepted any deposits from the public within the meaning of Sections 58A

and 58AA of the Act and the rules framed there under. 6. In our opinion, the Company has an internal audit system commensurate with its size and nature

of its business. 7. (a) According to the information and explanations given to us and the records of the Company

examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax and other material statutory dues as applicable with the appropriate authorities. According to the information and explanation given to us and the records of the Company examined by us, investor education and protection fund, customs duty, excise duty and cess are not applicable to the Company for the current year.


(b) According to the information and explanations given to us and the records of the Company

examined by us, there are no dues of income-tax, sales tax, wealth tax and service tax which have not been deposited on account of any dispute. According to the information and explanations given to us and the records of the Company examined by us, customs duty, excise duty and cess are not applicable to the Company for the current year.

8. As the Company is registered for a period less than five years, clause (x) of paragraph 4 of the

Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004, is not applicable to the Company for the current year.

9. According to the records of the Company examined by us and the information and explanation

given to us, the Company has not defaulted in repayment of dues to any bank as at the balance sheet date. The Company has neither issued any debentures during the year nor there any debentures outstanding as at the balance sheet date.

10. The Company has not granted any loans and advances on the basis of security by way of pledge

of shares, debentures and other securities. 11. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies

are not applicable to the Company. 12. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other

investments. 13. In our opinion and according to the information and explanations given to us, the Company has

not given any guarantee for loans taken by others from banks or financial institutions during the year.

14. In our opinion, and according to the information and explanations given to us, on an overall basis,

pending utilisation for the stated purpose, certain loan funds were temporarily invested in short term investments, till the stated end use.

15. On the basis of an overall examination of the balance sheet of the company, in our opinion and

according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

16. The Company has not made any preferential allotment of shares to parties and companies covered

in the register maintained under Section 301 of the Act during the year. 17. The Company has not raised any money by public issue during the year. 18. During the course of our examination of the books and records of the Company, carried out in

accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.


19. The other clauses (ii), (iii)(b), (iii)(c), (iii)(d), (iii)(f), (iii)(g), (v)(b), (viii) and (xix) of paragraph 4 of the Companies (Auditor’s Report) Order 2003 , as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004,are not applicable in the case of the Company for the current year, since in our opinion there is no matter which arises to be reported in the aforesaid order.

-sd-

P. Rama KrishnaPartner


Place: New Delhi Price WaterhouseDate: May 16, 2008. Chartered Accountants

(Rupees in Lacs)

I. Sources of Funds1. Shareholders’ Funds

a) Capital 1 70,000.00 20,000.00 b) Share Application Money 55,000.00 - c) Reserves and Surplus 2 8,599.00 2,933.36

133,599.00 22,933.36 2. Loan Funds

a) Secured Loans 3 203,000.00 47.64 b) Unsecured Loans 4 47,000.00 15,000.00

250,000.00 15,047.64

3. Deferred tax Liability (Net) 4,344.44 1,444.44

Total 387,943.44 39,425.44

II. Application of Funds 1. Fixed Assets

a) Gross Block 5 29,783.78 21,493.95 b) Less : Depreciation 1,293.80 386.93 c) Net Block 28,489.98 21,107.02 d) Capital Work-in-Progress (including capital advances) 236,998.88 13,550.90

265,488.86 34,657.92

2. Expenditure during construction, pending allocation (Net) 6 25,228.02 9,634.68

3. Investments 7 88,054.21 5,176.40

4. Current Assets, Loans and Advancesa) Sundry Debtors 8 19,156.52 8,854.28 b) Cash and Bank Balances 9 23,479.34 7,454.73 c) Other Current Assets 10 13.18 d) Loans and Advances 11 6,214.14 2,605.52

48,863.18 18,914.53 Less : Current Liabilities and Provisions 12 a) Liabilities 39,633.77 28,874.34 b) Provisions 57.06 83.75

39,690.83 28,958.09

Net Current Assets 9,172.35 (10,043.56)

Statement on Significant Accounting Policies and 19Notes to the Accounts

Total 387,943.44 39,425.44

The Schedules referred to above form an integral part of the Balance Sheet.

This is the Balance Sheet referred to in our report of even date For and on behalf of the Board of Directors

Sd/- Sd/- Sd/-P. Rama Krishna G. Kiran Kumar K.Narayana RaoPartner Managing Director Whole-Time DirectorFor and on behalf ofPrice WaterhouseChartered Accountants Sd/-

C.P. SounderarajanCompany Secretary

Place : New DelhiDate : May 16, 2008

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITEDBalance Sheet as at March 31, 2008

Schedule Reference March 31, 2008 March 31, 2007

(Rupees in Lacs)

I. Income

Income from services 13 87,057.78 58,800.10 Other Income 14 507.09 338.08

Gross Income 87,564.87 59,138.18 Less:Annual Fee - Airport Authority of India (AAI) 40,271.08 27,197.65

Net Income 47,293.79 31,940.53

II. Expenditure

Personnel Cost 15 17,250.95 10,776.23 Operating Expenses 16 10,319.45 9,452.07 Administration Cost 17 9,906.63 5,794.86

37,477.03 26,023.16

9,816.76 5,917.37

Interest and Finance Charges 18 76.65 1,007.64 Depreciation and Amortisation 910.94 386.93

987.59 1,394.57

IV. Profit Before Taxation 8,829.17 4,522.80

Provision for Taxation - Current 926.23 465.21 Less: MAT Credit (926.23) (465.21)

- Deferred 2,900.00 1,444.44 - Fringe Benefit tax 263.53 145.00

V. Profit After Taxation 5,665.64 2,933.36 Balance brought forward from previous period 2,933.36 -

VI. Balance carried to Balance Sheet 8,599.00 2,933.36

Earnings Per Share (Rs.) - Basic 2.52 1.84 - Diluted 1.84 1.84

Statement on Significant Accounting Policies and 19Notes to the Accounts

The Schedules referred to above form an integral part of the Profit and Loss Account

This is the Profit and Loss Account referred to in our report of even date For and on behalf of the Board of Directors




III. Profit Before Interest and Depreciation

March 31, 2007Schedule Reference

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITEDProfit And Loss Account for the Year Ended March 31,2008

March 31, 2008

(Rupees in Lacs)

Capital Authorised 2,000,000,000 (2007: 250,000,000) Equity shares of Rs 10 each 200,000.00 25,000.00

Issued , Subscribed and Paid up 70,000.00 20,000.00 700,000,000 (2007: 200,000,000) Equity shares of Rs 10 each fully paid-up

(Out of the above 35,07,00,000 (2007: 100,200,000) Equity Shares, fully paid-up, areheld by GMR Infrastructure Ltd., the holding company, alongwith its subsidiaries)

70,000.00 20,000.00

Reserves and Surplus

Balance in the Profit and Loss Account 8,599.00 2,933.36

8,599.00 2,933.36

Secured LoansRupee Term loan

- Banks 181,000.00 - Financial Institution 22,000.00

Working Capital loans from banks 47.64

203,000.00 47.64

Unsecured LoansShort Term Loan

From Banks 47,000.00 15,000.00 (Guaranteed by ultimate holding company)

47,000.00 15,000.00 Total

March 31, 2007

March 31, 2007

Schedule 2

(To be secured by pledge of shares of the sponsors and pari passu charge on all the revenues/receivables of the company and assignment of all the rights,titles, permits in respect of the project documents, to the extent permissable under OMDA and lender a

March 31, 2007

March 31, 2007

Total

(To be secured by pledge of shares of the sponsors and charge on all the revenues/receivables of the company to the extent permisable as per project documents )

Schedule 3

Schedule 1

Schedule 4

March 31, 2008

March 31, 2008

March 31, 2008

March 31, 2008

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITEDSchedules forming part of the Balance Sheet as at March 31,2008

Total

Total

(Rupees in Lacs)


Expenditure During Construction Pending Allocation (Net)Consultancy and Professional Charges 5,985.39 3,621.65 Personnel Cost 1,488.20 433.29 Interest on Fixed Loans 11,025.76 - Other Finance Charges 7,023.17 5,080.10 Movement Cost 229.97 - Miscellaneous Expenses 416.75 499.64 Less: Income from Investments - Other than Trade 941.22 -

25,228.02 9,634.68

InvestmentsCurrent Other than Trade - Unquoted *

(Purchased during the year)3,310.47

18,709.24

2,178.24

5,503.93

20,016.24

10,007.71

15,004.86

2,795.14

2,587.55

5,050.84

ING Vysya Liquid Fund Institutional daily dividend 2,869.99 1,275.27 (28,690,781.60 (12,737,289.16) units of Rs 10.00 per unit)(Sold during the year)

1,910.60 (19,104,702.04 units of Rs.10.00 per unit)

Prudential ICICI Liquid Fund - Super Institutional daily dividend 1,275.78 (12,757,812.13 units of Rs.10.00 per unit)

DBS Chola Short Term Floating Rate Fund - Daily dividend 661.76 (6,599,526.39 units of Rs 10.03 per unit)

Standard Chartered Liquidity Manager Plus Daily dividend 52.99 (5,298.58 units of Rs 1000.10 per unit)

Investment - Subsidiary companies Delhi Aerotropolis Pvt. Ltd. 10.00 DIAL Cargo Pvt Ltd 10.00

88,054.21 5,176.40 * Aggregate Net Asset Value as at March 31,2008 - Rs.88,034.21 Lacs (2007: 5,176.40 Lacs)

(81,841,861.19 units of Rs.12.23 per unit)

Principal Cash Mgmt.Liquid Fund Institutional Premium Plan Daily Dividend Reinvestmen(25,873,606.20 units of Rs.10.00 per unit)

Kotak Liquid Fund Premium Plan Daily Dividend Reinvestment Option(2,858,318.32 units of Rs.12.23 per unit)

SBI Premier Liquid Fund - Super Institutional Plan(149,562,513.90 units of Rs.10.03 per unit)

Reliance Liquid Fund Institutional Plan - Daily Dividend (21,775,686.63 units of Rs.10.00 per unit)

Birla Sun Life Liquid Plus Fund Institutional Plan Daily Dividend Reinvestment Option (199,772,807.21 units of Rs.10.02 per unit)

AIG India Liquid Fund Super Institutional Plan Daily Dividend Reinvestment Option (549,945.53 units of Rs.1000.81 per unit)

TATA Liquid Super High Investment Fund - Daily Dividend option(453,185.99 units of Rs.1,114.52 per unit)

Kotak Liquid Fund Premium Plan Daily Dividend Reinvestment Option

Schedule 7

Schedule 6

Principal Floating Rate Fund Flexible Maturity Plan - Daily Dividend (33,064,067.11 units of Rs.10.01 per unit)

Reliance Liquid Fund - Daily Dividend Reinvestment Option (187,034,445.68 units of Rs.10.00 per unit)

March 31, 2007

March 31, 2007

(Out of the above 83,530,535.34 units (2007: 29,801,793.05 units) - Rs 8,358.74 lacs (2007: 2,981.78 lacs) are under lein as per the Escrow Agreement)

Prinicipal Cash Management Liquid Fund - Institutional premium daily dividend

Total

March 31, 2008

March 31, 2008

(Rupees in Lacs)


Sundry Debtors(Unsecured, considered good)

Over six months old 1,986.51 560.63 Other debts* 17,170.01 8,293.65

*Includes Unbilled revenue of Rs 10,202.44 lacs (2007: Rs.2,376.91 lacs)

19,156.52 8,854.28

Cash and Bank BalancesCash on hand 16.22 14.65 Balances with Scheduled Banks - On current accounts 16,792.99 716.44 - On deposit accounts 5,019.29 6,388.53 - On margin money accounts 1,650.84 335.11

23,479.34 7,454.73

Other Current Assets(Unsecured, Considered Good)

13.18 -

13.18 -

Loans and Advances(Unsecured, considered good)

2,720.04 1,246.90 Advances towards investment in subsidiary company 480.00 Advance Tax (Net of Provision) 1,622.66 893.41 MAT credit entitlement 1,391.44 465.21

6,214.14 2,605.52

Current Liabilities and Provisions Liabilities

- 7.30 11,869.91 11,079.34 11,205.27 7,223.70

Other Liabilities 16,558.59 10,564.95

39,633.77 28,875.29 Provisions

Provision for Employee Benefits 57.06 82.80 57.06 82.80

39,690.83 28,958.09

Schedule 8

(Out of the above balance,Rs.2,478.51 Lacs (2,423.30 lacs)is secured against Fixed deposits and Bank Guarantees)

Schedule 10

Interest accrued but not due

March 31, 2007

March 31, 2007

March 31, 2007

March 31, 2007

March 31, 2008 March 31, 2007

Total

Total

Total

Schedule 11

Schedule 12

Advances/Deposits from customers/concessionaires

Due to micro enterprises and medium enterprisesDue to other than micro enterprises and medium enterprises

Sundry Creditors -

Advances recoverable in cash or in kind or for value to be received

March 31, 2008

March 31, 2008

March 31, 2008

March 31, 2008

Total

Schedule 9

Schedule 5

Fixed Assets(Rupees in Lacs)

TANGIBLE ASSETSBuildings 143.33 4,771.37 - 4,914.70 1.16 158.02 - 159.18 4,755.52 142.17 Plant and Machinery 434.73 364.51 - 799.24 8.94 36.13 - 45.07 754.17 425.79 Office Equipments 864.71 1,496.56 13.68 2,347.59 41.59 229.86 0.56 270.89 2,076.71 823.11 Furniture and Fixtures 386.85 211.22 63.52 534.55 31.97 95.43 3.50 123.90 410.65 354.88 Vehicles 113.89 1,523.36 - 1,637.25 4.57 65.66 - 70.23 1,567.02 109.32

INTANGIBLE ASSETSAirport Concessionaire Rights 19,550.44 - - 19,550.44 298.69 325.84 - 624.53 18,925.91 19,251.75

Total 21,493.95 8,367.02 77.20 29,783.78 386.92 910.94 4.06 1,293.80 28,489.98 21,107.02

Capital Work in Progress - - - - - - - 236,998.88 13,550.90 (Including Capital Advances)

Previous Year - 21,493.95 - 21,493.95 - 386.92 - 386.92 21,107.58

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED.

Gross Block Depreciation

As at April 1,2007 Additions Deletions As at Mar 31,2008

Description

Schedules forming part of the Balance Sheet as at March 31, 2008

Net Block

As at Mar 31,2007As at Mar 31,2008As at April

1,2007 For the Year On Deletions As at Mar 31,2008

(Rupees in Lacs)

Income from ServicesAirport Operations

Aeronautical 32,185.51 26,837.18 Non Aeronautical 34,476.37 16,252.58

Cargo Operations 20,395.90 15,710.34

87,057.78 58,800.10

Other IncomeInterest on Deposits (Gross) 22.85 105.60 [Tax deducted at source - Rs.1.68 Lacs (2006 - Rs 23.37 Lacs)]Income from Investments -Other than trade 390.63 232.48 Miscellaneous Income 93.61 -

507.09 338.08

Personnel CostSalaries and Wages 5,036.68 2,205.45 Contribution to Provident fund and other funds 345.62 169.27 Staff welfare expenses 1,063.43 622.39 Operation Support Cost - AAI* 10,805.22 7,779.12 *(Includes - Rs 2500 lacs towards provision for pay commission)

17,250.95 10,776.23

Operating expensesRepairs and Maintenance

Building 1,552.05 2,430.47 Plant and Machinery 1,569.48 961.71

Airport Operator Fee 1,774.15 1,000.00 Electricity and water charges (Net) 2,310.56 2,237.79 Insurance Charges 309.86 308.89 Cargo Handling and Other Costs 1,423.64 1,022.92 Fuel and Consumables 527.15 421.79 Other operating expenses 852.56 1,068.50

10,319.45 9,452.07

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITEDSchedules forming part of the Profit and Loss Account for the Year Ended March 31, 2008

March 31, 2007

March 31, 2007

March 31, 2007

March 31, 2007

Total

Schedule 13

Schedule 14

Total

Total

Schedule 15

Schedule 16

Total

March 31, 2008

March 31, 2008

March 31, 2008

March 31, 2008

(Rupees in Lacs)


Administration and Other ExpensesRent 524.41 477.84 Rates and taxes 83.04 27.48 Consultancy and other Professional charges 4,023.83 2,301.78 Printing and Stationary 204.22 198.07 Travelling and Conveyance 2,583.01 1,565.88 Remuneration to Auditors

Audit fees 22.00 15.00 Tax Audit fees 5.00 5.00 Certification and other services 6.88 Out of pocket expenses 2.50 2.50

Directors' sitting fee 15.70 12.50 Communication Expenses (Net) 236.38 161.16 Loss On Exchange fluctuation (Net) - 1.10 Office Maintenance Expenses 490.76 353.43 Advertisement 856.54 67.28 Loss on sale of Fixed Assets 48.14 Miscellaneous Expenses 804.22 454.26 Preliminary Expenses - 151.58

9,906.63 5,794.86

Interest and Finance ChargesInterest on Fixed Loans - 950.36 Interest - Others 28.41 4.62 Other Finance Charges 48.24 52.66

76.65 1,007.64 Total

Schedule 17

Schedule 18

Total

March 31, 2007

March 31, 2007

March 31, 2008

March 31, 2008


SCHEDULE 19 Description of business Delhi International Airport Private Limited (DIAL) was incorporated on March 1, 2006 as a joint venture Company between the GMR Group consortium and Airports Authority of India (AAI), for managing the operations and modernisation of the Indira Gandhi International Airport (Delhi Airport). DIAL had entered into Operation, Management and Development Agreement (OMDA) with AAI which gives DIAL an exclusive right to operate, maintain, develop, modernise and manage the Delhi Airport on Revenue share model for an initial term of 30 years which can be extended by another 30 years on satisfaction of certain terms and conditions pursuant to OMDA. Statement on Significant Accounting Policies and Notes to the Accounts I. Significant Accounting Policies: Basis of Preparation These accounts have been prepared under the historical cost convention on the basis of a going concern, with revenues recognised and expenses accounted on their accrual and amounts determined as payable or receivable during the year except those with significant uncertainties and in accordance with the Generally Accepted Accounting Principles (GAAP) applicable in India and the provisions of the Indian Companies Act, 1956. Revenue Recognition Revenue from airport operations are recognised on accrual basis, net of service tax, applicable discounts and collection charges, when services are rendered and it is probable that an economic benefit will be received which can be quantified reliably. Revenue from cargo operations are recognised at the point of departure for exports and at the point when goods are cleared in case of imports. All claims including insurance claims are accounted for when accepted and crystallised. Annual fee The Annual fee computed as a percentage of revenue pursuant to the terms and conditions of the Operations Maintenance and Development Agreement (OMDA) is recognised as charge in the Profit and Loss Account. Fixed Assets Tangible Fixed Assets are stated at cost, net of cenvat credit less accumulated depreciation. Cost of acquisition is inclusive of freight, duties, levies, and all incidentals attributable to bringing the asset to its working condition. Assets under installation or under construction as at the Balance sheet date are shown as Capital Work in Progress. Expenditure including finance charges directly relating to construction activity is capitalised.


Intangible Upfront Fee and other costs paid to AAI pursuant to the terms and conditions of the OMDA are recognised as Intangible Assets. All fixed assets are assessed for any indication of impairment at the end of each financial year. On any such indication, the impairment loss (being the excess of carrying value over the recoverable value of the asset) is immediately charged to the Profit and Loss Account. The impairment loss recognised in the prior years is reversed where the recoverable value exceeds the carrying value of the asset upon re-assessment in the subsequent years. Depreciation Tangible fixed assets are depreciated on straight-line method as per the rates specified in Schedule XIV to the Companies Act, 1956 except in case of individual assets costing less than Rs.5,000, which are fully depreciated in the year of purchase. Intangible Assets e.g. Airport Concessionaire Rights are amortised over the initial and extended period of OMDA. Investments Current investments are valued at cost or market value whichever is lower. Cost of acquisition is inclusive of expenditure incidental to acquisition. Income from investments is recognised in the year in which it is accrued and stated at gross. Foreign Currency Transactions All foreign currency transactions are accounted for at the exchange rates prevailing on the dates of such transactions. Current assets and current liabilities are translated at the exchange rate prevailing on the balance sheet date and the resultant gain/loss is recognised in the financial statements.

Employee Benefits Employee benefits are accounted for on accrual basis with contributions to recognised funds such as provident and superannuation fund charged against revenue each year. Liability towards gratuity and leave encashment is accounted for in accordance with the requirement of the revised Accounting Standard – 15 “Employee Benefits” based on actuarial valuation carried out as at the balance sheet date. Earnings per Share The earnings considered in ascertaining the Company’s Earnings per Share (EPS) comprise of the net profit after tax. The number of shares used for computing the basic and diluted EPS is the weighted average number of shares outstanding during the year.


Taxes on Income Current tax is determined on the amount of tax payable in respect of taxable income for the year. Deferred tax is recognised on timing differences, being the difference between taxable incomes and accounting income that originate in one year and is capable of reversal in one or more subsequent years. Deferred tax assets and liabilities are computed on the timing differences applying the enacted tax rate. Deferred tax assets arising on account of unabsorbed depreciation or carry forward of tax losses are recognised only to the extent that there is virtual certainty supported by convincing evidence that sufficient future tax income will be available against which such deferred tax assets can be realised. Minimum Alternate Tax Minimum Alternate tax (MAT) paid in accordance to the tax laws, which give rise to the future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax in future. Accordingly, MAT is recognised as an asset in the balance sheet when it is probable that the future economic benefit associated with it will flow to the company and the asset can be measured reliably.

II. Notes to the Accounts: 1. Contingent Liabilities: (Rupees in Lacs)

Particulars 2008 2007 Bank Guarantee outstanding in respect of :

- Performance Bond - Customs and Others

52,480.00

50,000.00

5,031.45

4,900.85

Total 57,511.45 54,900.85 2. Capital commitments:

Estimated amount of contracts remaining to be executed on capital account not provided for, net of advances Rs. 424,084.19 Lacs (2007 - Rs.580,031.70 Lacs).

3. The Airports Authority of India w.e.f. June 1, 2007 has claimed service tax on the annual fee payable to them considering same as rental from immovable property. The company has disputed the grounds of the levy as well company’s liability under provisions of the OMDA. As the matter is under dispute and pending with H’ble High Court of Delhi, the impact of the same, if any has not been considered.

4. In respect of security component of passenger service fees being in the nature of “pass through”, the same has

not been considered as a part of the company revenues. The balances at the period end have been disclosed under the respective heads in the Balance Sheet.


5. Investments purchased and sold during the year/ period:

Sl. No. Particulars

Purchased Sold

No. of Units Amount

(Rupees in Lacs)

No. of Units Amount

(Rupees in Lacs)

Mutual Funds

1

ABN AMRO Cash Fund Institutional Plan Daily Dividend Reinvestment Option

25,000,000.00 (-)

2,500.00 (-)

25,003,898.42 (-)

2,500.39 (-)

2

ABN AMRO Money Plus Institutional Plan Daily Dividend Reinvestment Option

25,003,648.39

(-)

2,500.39

(-)

25,044,431.07

(-)

2,504.44

(-)

3

AIG India Liquid Fund Institutional Plan Daily Dividend Reinvestment Option

220822.04 (-)

2210.00 (-)

220924.33 (-)

2211.02

(-)

4 AIG India Liquid Fund Super Institutional Plan Daily Dividend Reinvestment Option

2617171.74 (-)

26193.02 (-)

2068871.24 (-)

20705.56 (-)

5 AIG India Treasury Plus Fund Super Institutional Plan Daily Dividend Reinvestment Option

100306741.21 (-)

10042.28 (-)

100686347.12 (-)

10080.20 (-)

6 Birla Cash Plus Fund Institutional Premium Plan Daily Dividend Reinvestment Option

533,958,780.38 (-)

53,500.00 (-)

334,418,172.74 (-)

33,507.03 (-)

7 Birla Sun Life Liquid Plus Fund Institutional Plan Daily Dividend Reinvestment Option

334,842,595.22 (-)

33,507.03 (-)

335,238,816.67 (-)

33,546.68 (-)

8 DWS Insta Cash Plus Fund Institutional Plan Daily Dividend Reinvestment Option

64,873,496.68 (-)

6,500.00 (-)

64,926,912.60 (-)

6,505.35 (-)

9 DWS Liquid Plus Fund- Institutional Plan Daily Dividend Reinvestment Option

49,967,005.00 (-)

5,000.80 (-)

50,167,182.24 (-)

5,020.83 (-)


Sl. No. Particulars

Purchased Sold

No. of Units Amount

(Rupees in Lacs)

No. of Units Amount

(Rupees in Lacs)

10 Fidelity Cash Fund - Super Institutional Plan Daily Dividend Reinvestment Option

39,999,600.01 (-)

4,000.00 (-)

40,014,751.69 (-)

4,001.52 (-)

11 Fidelity Liquid Plus Fund- Institutional Plan Daily Dividend Reinvestment Option

25,003,997.03 (-)

2,500.40 (-)

25,068,440.37 (-)

2,507.12 (-)

12 HDFC Liquid Fund Premium Plan Daily Dividend Reinvestment

48,940,439.48 (-)

6,000.00 (-)

48,948,157.24 (-)

6,000.95 (-)

13 HDFC Floating Rate Income Fund Short Term Plan Daily Dividend Reinvestment Scheme

59,527,881.26 (-)

6,000.95 (-)

59,610,430.63 (-)

6,009.27 (-)

14 HSBC Cash Fund Institutional Plan Daily Dividend Reinvestment Option

6,082,317.22 (-)

635.00 (-)

6,083,351.46 (-)

635.11 (-)

15

HSBC Cash Fund Institutional Plus Plan Daily Dividend Reinvestment Option

203,968,805.93 (-)

20,408.30 (-)

204,236,902.52 (-)

20,435.13 (-)

16 HSBC Liquid Fund Institutional Plan Daily Dividend Reinvestment Option

128,280,424.79 (-)

12,844.21 (-)

128,548,225.81 (-)

12,871.02 (-)

17 Kotak Liquid Institutional Premium Plan Daily Dividend Reinvestment Option

241,247,618.19 (-)

29,500.00 (-)

159,512,014.63 (-)

19,505.29 (-)

18

Kotak Flexi Debt Scheme - Daily Dividend Reinvestment Option

94,720,928.09 (-)

9,501.55 (-)

95,011,124.47 (-)

9,530.66 (-)

19 Principal Cash Mgmt. Liquid Fund-Daily Dividend Reinvestment

- (420,053.80)

- (42.01)

- (420,053.80)

- (42.01)


Sl. No. Particulars

Purchased Sold

No. of Units Amount

(Rupees in Lacs)

No. of Units Amount

(Rupees in Lacs)

20

Principal Cash Mgmt. Liquid Fund Institutional Plan Daily Dividend Reinvestment

9,997,800.48

(102,929,704.21)

1,000.00

(10,295.23)

10,002,354.74

(102,929,704.21)

1,000.46

(10,295.23)

21

Principal Floating Rate Fund-Flexible Maturity Plan-Institutional Plan- Daily Dividend Reinvestment

283,475,911.66 (-)

28,382.46 (-)

251,037,670.08 (-)

25,134.64 (-)

22

Principal Cash Mgmt.Liquid Fund Institutional Premium Plan Daily Dividend Reinvestment

530,242,888.95

(200,203,303.63)

53,028.00

(20,021.73)

550,037,583.64

(181,098,601.59)

55,007.61

(18,111.13)

23 Prudential ICICI Liquid Fund Super Institutional Daily Dividend

482,033,446.05

(334,862,743.28)

48,205.59

(33,486.32)

496,782,092.52

(322,104,931.14)

49,680.47

(32,210.50)

24 ICICI Prudential Floating Rate Plan D -Daily Dividend - Reinvest Dividend

74,997,471.12 (-)

7,501.32 (-)

75,501,877.76 (-)

7,551.77 (-)

25

ING Vysya Liquid Fund Institutional Daily Dividend

99,400,080.95

(64,765,759.25)

9,952.04

(6,483.64)

112,320,297.82

(52,028,470.09)

11,245.62

(5,208.63)

26 ING Vysya Liquid Fund Super Institutional Daily Dividend 485,207,476.39

(-) 48,544.04

(-)

485,768,489.22 (-)

48,600.17 (-)

27

ING Vysya Liquid Plus Fund Institutional Daily Dividend

148,696,497.56 (-)

14,874.56 (-)

121,068,382.21 (-)

12,110.83 (-)

28 DBS Chola Short Term Floating Rate Fund Daily Dividend

129,723,260.72

(8,596,254.73)

12,994.00

(861.03)

136,425,765.66

(1,996,725.37)

13,664.95

(200.00)

29 DBS Chola Freedom Income Short Term Institutional Plan - Daily Dividend Reinvestment Option

90,006,519.83 (-)

9,001.53 (-)

90,220,780.38 (-)

9,022.96 (-)


Sl. No. Particulars

Purchased Sold

No. of Units Amount

(Rupees in Lacs)

No. of Units Amount

(Rupees in Lacs)

30 JM High Liquidity Fund - Super Institutional Plan - Daily Dividend Reinvestment Plan

54,909,399.49 (-)

5,500.00 (-)

54,918,295.65 (-)

5,500.89 (-)

31 JM Money Manager Fund Super Plus Plan - Daily Dividend Reinvestment Option

54,986,366.43 (-)

5,500.89 (-)

55,174,847.43 (-)

5,519.75 (-)

32 JP Morgan India Liquid Fund - Daily Dividend Reinvestment Plan

39,968,424.94 (-)

4,000.00 (-)

39,987,587.31 (-)

4,001.92 (-)

33 Reliance Liquidity Fund Institutional Plan Daily Dividend Reinvestment Option

771,049,025.35 (-)

77,128.81 (-)

562,962,028.28 (-)

56,313.65 (-)

34 Reliance Liquid Plus Fund Institutional Plan Daily Dividend Reinvestment Option

2,954,248.26 (-)

29,575.55 (-)

2,963,782.55 (-)

29,671.08 (-)

35 SBI Premier Liquid Fund Super Institutional Plan Daily Dividend Reinvestment Option

179,416,895.09 (-)

18,000.00 (-)

29,913,487.32 (-)

3,001.07 (-)

36

SBI -SHF- Liquid Plus Fund Institutional Plan Daily Dividend Reinvestment Option

29,995,708.30 (-)

3,001.07 (-)

30,040,254.37 (-)

3,005.53 (-)

37 Standard Chartered Liquidity Manager Plus Daily Dividend

2,911,417.52

(85,290.58)

29,120.26

(852.99)

2,917,656.38

(79,992.00)

29,182.66

(800.00)

38

TATA Liquid Super High Investment Fund - Daily Dividend option

1,031,834.33 (-)

11,500.00 (-)

1,032,009.05 (-)

11,501.95 (-)

39 TATA Floater Fund - Daily Dividend Option

114,611,456.08 (-)

11,501.95 (-)

114,962,537.80 (-)

11,537.18 (-)


Sl. No. Particulars

Purchased Sold

No. of Units Amount

(Rupees in Lacs)

No. of Units Amount

(Rupees in Lacs)

40

Templeton India Treasury Management Account Super Institutional Plan - Daily Dividend Reinvestment Option

499875.03 (-)

5,000.00 (-)

500,365.29 (-)

5,004.90 (-)

41

Grindlays Floating Rate Fund - Long Term - Plan B - Daily Div

264,907,024.91 (-)

26,499.94 (-)

265,591,525.81 (-)

26,568.58 (-)

42

Lotus India liquid fund Institutional Plus Daily Dividend

88,995,160.50

(41,293,125.83)

8,900.00

(4,129.31)

89,130,053.39

(41,293,125.83)

8,913.27

(4,129.31)

43

Lotus India Liquid Plus Fund Institutional Plan Daily Dividend reinvestment Option

39,943,791.12 (-)

4,000.65 (-)

40,043,527.01 (-)

4,010.64 (-)

44 LIC Liquid Fund Daily Dividend

- (12,664,857.03)

- (1,390.61)

- (12,664,857.03)

- (1390.61)

45 UTI Liquid Cash Fund Institutional Plan- Daily Income Re-investment Option

3,956,443.62 (-)

40,333.79 (-)

3,963,020.02 (-)

40,400.84 (-)

46

UTI Liquid Plus Fund Institutional Plan- Daily Income Re-investment Option

2,589,156.30 (-)

25,897.10 (-)

2,595,854.69 (-)

25,964.10 (-)

Total 772,287.46 (77,562.87) 701,195.05

(72,387.42) 6. Retirement Benefit Plan:

Disclosure as per Accounting Standard 15 (Revised 2005) on “Employee Benefits” issued by the Institute of Chartered Accountants of India. Defined contribution plan

In respect of the defined contribution plans, an amount of Rs.128.21 lacs has been recognised in the Profit and Loss Account during the year.


Defined benefit plan

(Rupees in Lacs) Particulars Gratuity Plan

Projected benefit obligation at the beginning of the period

48.34

Current service cost 50.65 Interest cost 3.87 Actuarial loss/(gain) 5.56 Benefits paid 19.73 Projected benefit obligation at the end of the period

77.57

Amounts recognised in the balance sheet Projected benefit obligation at the end of the period 77.57 Fair value of plan assets at end of the period 134.44 Funded status of the plans – (asset)/ liability 56.87 Liability recognised in the balance sheet 56.87 Cost for the period Current service cost 50.65 Interest cost 3.87 Expected return on plan assets 3.08 Net actuarial (gain)/loss recognised in the period 5.56 Net cost 45.88 Assumptions Discount rate 8.00% Expected rate of salary increases 7.00%

Amount if any payable in respect of benefits to seconded employees forming part of Operational Support Cost under contractual obligation has not been considered above. Note: This being the first year of disclosure, previous year figures have not been furnished.

7. The Company is engaged in operation of Airport which in the context of Accounting Standard 17

“Segment Reporting” issued by the Institute of Chartered Accountants of India, has been considered as a single business segment. Hence disclosure of business segmental information has not been considered.


8. Related Party transactions:

a) Names of related parties and description of relationship:

(i) Enterprises that control the Company GMR Infrastructure Limited (Holding Company) (GIL) GMR Holdings Private Limited -Ultimate Holding company (GHPL)

(ii) Enterprises where control exists Delhi Aerotropolis Private Limited (DAPL) DIAL Cargo Private Limited (DCPL)

(iii) Enterprises under common control GMR Energy Ltd.(GEL) GVL Investments (P) Ltd (GVL)

(iv) Enterprises in respect of which thecompany is a Joint venture

Airports Authority of India (AAI) Fraport AG Frankfurt Airport services worldwide (FAG) Malaysia Airports (Mauritius) Private Limited (MAMP) India Development Fund (IDF)

(v) Key Management Personnel Mr. Kiran Kumar Grandhi – Managing Director Mr. Srinivas Bommidala – Executive Director Mr K.Narayana Rao – Whole time director Mr B.S. Shantharaju – Whole time director

b) Summary of transactions with the above related parties is as follows: (Rupees in Lacs)

Particulars 2008 2007 i) Share Application money received and allotted

- Holding Company – GIL 15,550.00 6,220.00 - Enterprises under common control – GEL 5,000.00 2,000.00

– GVL 4,500.00 1,800.00 - Enterprises in respect of which the company is a Joint Venture

– AAI 13,000.00 5,200.00 – FAG 5,000.00 2,000.00 – MAMP 5,000.00 2,000.00 – IDF 1,950.00 780.00

ii) Share Application money received and refunded – Holding Company - GIL - 5,000.00

iii) Share Application Money received - Holding Company – GIL 17,105.00 -

- Enterprises under common control – GEL 5,500.00 - – GVL 4,950.00 -

- Enterprises in respect of which the company is a Joint Venture – AAI 14,300.00 - – FAG 5,500.00 - – MAMP 5,500.00 - – IDF 2,145.00 -


Particulars 2008 2007 iv) Share Application money paid and allotted

- Enterprises where control exists - DAPL 10.00 -

- DCPL 10.00 - v) Share Application money Paid, pending allotment - DAPL 480.00 - vi) Payments under OMDA - Enterprises in respect of which the company is a Joint Venture - AAI

- Upfront fee - 15,000.00 - Annual fee 40,271.08 27,197.65 - Operation support cost 8,365.25 7,779.12 - Capital Work-in-Progress 454.09 7,316.49

vii) -Airport Operator Fees - Enterprises in respect of which the company is a Joint Venture - FAG 2,801.49 4,572.03 viii) Managerial Remuneration - Key Management Personnel Mr. Kiran Kumar Grandhi 76.50 - Mr. Srinivas Bommidala 153.00 149.46 Mr. B.S. Shantharaju 37.08 - Mr. K.Narayana Rao 69.27 - ix) Outstanding balances as at the year end

Creditors/Payables - Enterprises in respect of which the company is a Joint venture

- AAI 1,301.48 884.06 - FAG 1,129.20 4,398.73

Notes: (1) Transactions and outstanding balances in the nature of reimbursement of expenses incurred by one

company on behalf of the other have not been considered above. (2) The Holding Company has provided Corporate Guarantee for Unsecured Loans taken by the

Company. 9. Managerial Remuneration:

(Rupees in Lacs) Particulars 2008 2007 Salary and Allowances 302.60 128.25 Contribution to Provident/Superannuation Fund 33.25 21.21 Total 335.85 149.46

10. The Company has entered into certain operating lease agreements and an amount of Rs.524.41 lacs (2007–Rs

477.84 lacs) paid during the year under such agreements has been disclosed as rent under Schedule 17.These agreements are cancelable in nature.


11. Deferred tax liability (Net) (Rupees in Lacs)

Deferred tax liabilities: 2008 2007 Difference between book and tax depreciation 6,774.82 1,622.61 Deferred tax Assets: Carry forward of losses 2,399.11 137.35 Others 31.27 40.82 Deferred tax liabilities (Net) 4,344.44 1,444.44

12. Earning Per Share (EPS)

Particulars 2008 2007 Nominal Value of Equity Shares (Rs. per Share) 10.00 10.00 Profit after Taxation (Rupees in Lacs) 5,665.64 2,933.36 Weighted average number of Equity Shares considered for Basic EPS 224,590,164 159,638,889 Weighted average number of Equity Shares considered for Diluted EPS 307,916,667 - EPS – Basic (Rupees) 2.52 1.84 Diluted (Rupees) 1.84 1.84

13. Additional information pursuant to para 3, 4 and 4D of Part II of Schedule VI to the Companies Act, 1956 are stated below.

a) Earnings in Foreign currency

(Rupees in Lacs) Particulars 2008 2007 Aero earnings 292.84 269.21 Revenue from Concessionaires 3,966.31 - Total 4,259.15 269.21

b) CIF Value of Imports

(Rupees in Lacs) Particulars 2008 2007 Import of Capital goods 3,381.83 303.40

c) Expenditure in Foreign Currency

(Rupees in Lacs) Particulars 2008 2007 Consultancy 4,057.87 3,351.50 Training 100.36 54.26 Salaries 279.72 - Finance Charges 1,652.62 - Foreign Travel 50.96 92.69 Other Administrative expenses 36.48 5.17 Total 6,178.01 3,503.62

14. Information pursuant to paragraph 3, 4A and 4C of Part II of Schedule VI of the Companies Act, 1956 to the extent either Nil or Not Applicable has not been furnished.


15. The financial year ended on March 31, 2007 was for a thirteen months period, starting from the date of

incorporation March 1, 2006 to March 31, 2007. 16. Previous year’s figures have been regrouped and reclassified, wherever necessary, to conform to those of the

current year. For and on behalf of the Board of Directors

Sd/- Sd/- Sd/- P.Rama Krishna G.Kiran Kumar K.Narayana Rao Partner Managing Director Whole-time Director For and on behalf of Price Waterhouse Chartered Accountants Place: New Delhi Sd/- Date: May 16, 2008 C P.Sounderarajan Company Secretary

(Rupees in Lacs)

March 31, 2008 March 31, 2007A. CASH FLOW FROM/ (USED IN) OPERATING ACTIVITIES

Net Profit Before Taxation 8,829.17 4,522.80 Adjustments for :Depreciation 910.94 386.93 Profit from Sale of Investments (net) (0.94) Interest Income (22.85) (105.60) Income from investments (390.63) (231.54) Loss on sale of Fixed assets 48.14 Interest and Finance charges 76.65 1,007.64

Operating Profit Before Working Capital Changes 9,451.42 5,579.29 Adjustments for changes in working capital:Trade and other receivables (10,302.24) (8,854.28) Loans and Advances (3,608.62) (1,246.90) Trade and other payables 10,732.74 28,958.09

Cash generated from Operations 6,273.30 24,436.20 Income Taxes paid (1,358.62) Fringe Benefit Taxes paid (263.53) (145.00)

Net Cash Flow (used in)/ from Operating Activities 6,009.77 22,932.58

B. CASH FLOW FROM/ (USED IN) INVESTING ACTIVITIESPurchase of Fixed Assets (247,408.35) (44,679.53) Sale Proceeds of Fixed assets 25.00 - Purchase of investments (Net) (82,877.81) (5,175.46) Income from investments 390.63 231.54 Interest Received 9.67 105.60

Net Cash used in Investing Activities (329,860.86) (49,517.85)

C. CASH FLOW FROM/(USED IN) FINANCING ACTIVITIESProceeds from Share Capital 105,000.00 20,000.00 Proceeds from Secured Loan 202,952.36 47.64 Proceeds from Unsecured Loan 32,000.00 15,000.00 Interest and Finance Charges paid (76.66) (1,007.64)

Net Cash from Financing Activities 339,875.70 34,040.00

Net Increase in Cash and Cash Equivalents 16,024.61 7,454.73 Cash and Cash Equivalents at the beginning of the year 7,454.73 - Cash and Cash Equivalents at the end of the year 23,479.34 7,454.73

Notes:1.The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard 3 on Cash Flow Statements issued by the Institute of Chartered Accountants of India.2 Cash and Csah equivalents at the end of the year includes balances of Rs.3,300.16 Lacs(2007: 6,933.29 Lacs ) held in trust.3 Cash and Csah equivalents include margin money deposits amounting to Rs.1,650.84 Lacs (2007: 335.11 Lacs)

This is the Cash Flow Statement referred to in our report of even date For and on behalf of the Board of Directors




DELHI INTERNATIONAL AIRPORT PRIVATE LIMITEDCash flow statement for The Year ended March 31, 2008

Balance Sheet Abstract And Company's General Business Profile

1 Registration Details

Company Identification Number U63033DL2006PTC146936Balance Sheet Date March 31,2008

2 Capital Raised during the year (Rs.in Lacs)

Public Issue Nil Rights Issue 50,000.00Bonus Issue Nil Private Placement Nil

3 Position of Mobilisation and Development of Funds (Rupees in Lacs)

Total Liabilities 387,943.44 Total assets 387,943.44

Paid - Up Capital 70,000.00 Share Application Money 55,000.00 Reserves & Surplus 8,599.00 Secured Loan 203,000.00 Unsecured Loans 47,000.00 Deferred tax liability 4,344.44

Net Fixed Assets 290,716.88 Investments 88,054.21 Net Current Assets 9,172.35 Misc. Expenditure NilAccumulated Losses Nil

4 Performance of company ( Rupees in Lacs)

Gross Income 87,564.87 Total Expenditure 37,477.03 +/- Profit/Loss Before Tax 8,829.17 +/- Profit/Loss After Tax 5,665.64 Earnings per share in Rs (Basic) 2.52 Earnings per share in Rs (Diluted) 1.84

5 Generic Names of Three Principal Products / Services of Company (as per monetary terms)

Item Code No. : N.A Product Description N.A

For and on behalf of the Board of Directors

Sd/- Sd/-G. Kiran Kumar K.Narayana RaoManaging Director Whole-Time Director

Sd/-C.P. SounderarajanCompany Secretary


DELHI INTERNATIONAL AIRPORT PVT.LTD.

Sources of Funds

Application of Funds

Delhi International Airport Private Limited

Statement Pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies as on 31st March, 2008

Name of Company Delhi Aerotropolis Private Ltd DIAL Cargo Private Limited

1 Financial Year of Subsidiary 22nd May 2007 to 31st March 2008

28th June 2007 to 31st March 2008

2 Date from which they became subsidiary Companies.5/22/2007 6/28/2007

3 Shares of the Subsidiary held by Delhi International Airport Private Ltd on the above date

a) Number and Face Value 1,00,000 Equity Shares of Rs.10 each. 1,00,000 Equity Shares of Rs.10 each

b) Extent of Holding 100.00% 100.00%4 Net Aggregate amount of profit/(losses) of the Subsidiary

for the above Financial Year so far as it concerns members of Delhi International Airport Private Ltd for the year ended 31stMarch 2008

Dealt with in the accounts of Delhi International Airport Private Limited for the year ended 31st March 2008 Nil Nil

Not dealt with in the accounts of Delhi International Airport Private Limited for the year ended 31st March 2008 Nil Nil

5 Net Aggregate amount of profit/(losses) for the previous Financial Year of the Subsidiary since it became subsidiary sofar as it concerns members of Delhi International Airport Private Limited

Dealt with in the accounts of Delhi International Airport Private Limited Not Applicable Not Applicable

Not dealt with in the accounts of Delhi International Airport Private Limited Not Applicable Not Applicable


Sd/- Sd/-G. Kiran Kumar K.Narayana RaoManaging Director Whole Time Director

Sd/-Date: May 16, 2008 C.P.SounderarajanPlace: New Delhi Company Secretary

ANNUAL RETURN OF


Registration No.U63033DL2006PTC146936

THE COMPANIES ACT (1 OF 1956)SCHEDULE V - PART II

(See Section 159)(Vide Notification No. GSR 389 (E) F. No. 3/24/94/-CL V Dated 15-5-1995)

I Registration Details

1 4 6 9 3 6 0 1

Registration Date 0 1 0 3 0 6

If yes, Stock Exchange code (Totals) (Refer Code List 2) A - N A - B - N A

Y - Yes Date of AGM/ 1 6 0 6 0 8N - No Due Date

II Name and Registered Office Address of Company

Company Name D E L H I I N T E R N A T I O N A L A I R P O R TP R I V A T E L I M I T E D

Address U D A A N B H A V A N T E R M I N A L 1 BI N D I R A G A N D H I I N T E R N A T I O N A LA I R P O R T

Town / City N E W D E L H I

State D E L H I Pin Code 1 1 0 0 3

Telephone with STD 0 1 1 2 5 6 6 1 0 2 7

Fax Number 0 1 1 2 5 6 7 1 7 7 2

E-mail Address s o u n d e r a r a j a n . c p @ g m r g r o u p . i n

Year

State Code

YAGM Held Date Month

FORM OF ANNUAL RETURN OF A COMPANY HAVING A SHARE CAPITAL

ANNUAL RETURN

The Companies Act, 1956 (1 of 1956)

Schedule V, Part II(See section 159)

Date MonthWhether shares listed on recognised Stock Exchange (s) Y - Yes, N -

No

(Refer Code List I)

Year

Registration No

Area Code Number

DIAL Annual Return

III Capital structure of the Company (Amount in Rs. Thousands)

Authorised Share Capital Breakup

Type of Shares(i) Equity 2 0 0 0 0 0 0 0 0 0 - - - 1 0

(ii) Preference - - - N I L - - - - N I L -

Total Authorised Capital - 2 0 0 0 0 0 0 0

Issued Share Capital Breakup

Type of Shares(i) Equity 7 0 0 0 0 0 0 0 0 - - - 1 0


Total Issued Capital - - 7 0 0 0 0 0 0

Subscribed Share Capital Breakup



Total Subscribed Capital - - 7 0 0 0 0 0 0

Paid-up Share Capital Breakup



Total Paid up Share Capital - - 7 0 0 0 0 0 0

Debentures Breakup

Type of Debentures(i) Non-Convertible - - - N I L - - - - N I L -

(ii) Partly Convertible - - - N I L - - - - N I L -

(iii) Fully Convertible - - - N I L - - - - N I L -

Total Amount - - - N I L - - -

No. of Debentures Nominal Value (in Rs.)

No. of Shares Nominal Value (in Rs.)



Nominal Value (in Rs.)No. of Shares

DIAL Annual Return

IV Directors / Manager / Secretary Information(Refer clauses 6 of Part I of Schedule V)

Surname First Name Middle Name N o . 4 8 6 / 7 6 3 8 th C R O SSName G R A N D H I M A L L I K A R J U N A R A O

1 st M A I N 8 th B L O C K

J A Y A N A G A RI - Indian Date of Birth 0 1 0 7 4 9F - Foreign

C - Chairman Designation C W - Whole Time Director, S - Secretary, R - Manager Town / City B A N G A L O R E

D - Director, M - Managing DirectorDistrict

1 9 0 4 0 6 - - - - - -State K A R N A T A K A

Election Commission Identity Card No. Pin Code 5 6 0 0 8 2

Surname First Name Middle Name N o . 4 8 6 / 7 6 3 8 th C R O SSName G R A N D H I K I R A N K U M A R

1 st M A I N 8 th B L O C K


C - Chairman Designation M W - Whole Time Director, S - Secretary, R - Manager Town / City B A N G A L O R E


1 9 0 4 0 6 - - - - - -State K A R N A T A K A


Surname First Name Middle Name N o 3 0 9 3 rd C R O S SName S R I N I V A S B O M M I D A L A

2 nd S T A G E R M V E X T N

D E V A S A N D R AI - Indian Date of Birth 0 1 0 3 6 3F - Foreign

C - ChairmanDesignation W W - Whole Time Director, S - Secretary, R - Manager Town / City B A N G A L O R E


1 9 0 4 0 6 - - - - - -State K A R N A T A K A


Appoint-ment Date

Date of CeasingDate Month Year

Year

Date Month

Date

Residential Address

I Date Month Year

Residential Address

Appoint-ment Date

Date of Ceasing

INationality Year

Date Month Year Month

Residential Address

Nationality I Date Month Year

YearAppoint-ment Date Date Month Year

Date of Ceasing

Month Year

Nationality

Date Month

Date

DIAL Annual Return


Surname First Name Middle Name D \ 4 3 9 9 A P A R T M E N T SName B A N G A L O R E S I D D A I A H B O D A K D E V

S H A N T H A R A J U

I - Indian Date of Birth 1 0 0 6 5 7F - Foreign

C - ChairmanDesignation W W - Whole Time Director, S - Secretary, R - Manager Town / City A H M E D A B A D


2 1 0 1 0 8 - - - - - -State G U J A R A T


Surname First Name Middle Name 1 0 4 D U R G A V I H A RName K A D A N A R A Y A N A R A O

G U N N R O C K A V E N U E


C - ChairmanDesignation W W - Whole Time Director, S - Secretary, R - Manager Town / City S E C U N D E R A B A D


1 7 0 4 0 7 - - - - - -State A N D H R A P R A D E S H


Surname First Name Middle Name N o . 4 8 6 / 7 6 3 8 th C R O SSName G R A N D H I B U T C H I S A N Y A S I

R A J U 1 st M A I N 8 th B L O C K


C - Chairman Designation D W - Whole Time Director, S - Secretary, R - Manager Town / City B A N G A L O R E


1 9 0 4 0 6 - - - - - -State K A R N A T A K A


Residential Address

Year

Year

Date Month

Date of CeasingDate

Date Month YearDate of CeasingDate

Month Year

Month Year

Residential Address


Appoint-ment Date

Date

Appoint-ment Date

Nationality I

Month

Date Month

I Date

Date of CeasingMonth

Residential Address

Date Month Year

Nationality

Appoint-ment Date

Year

Year

DIAL Annual Return


Surname First Name Middle Name D 1 6 8 1 st F L O O RName S U B B A R A O G U N U P U T I

D E F E N C E C O L O N Y


C - ChairmanDesignation D W - Whole Time Director, S - Secretary, R - Manager Town / City N E W D E L H I


1 9 0 4 0 6 - - - - - -State D E L H I


Surname First Name Middle Name 1 8 O C E A N V I E WName T A T A R A M A C H A N D R A P R A S A D L A Y O U T A Q U A S P O R T S

C O M P L E X


C - ChairmanDesignation D W - Whole Time Director, S - Secretary, R - Manager Town / City V I S A K H A P A T N A M


2 1 0 2 0 8 - - - - - -State A N D H R A P R A D E S H


Surname First Name Middle Name U N T E R L I N D A U 1 0Name A N D R E E A D I A N A P A L

F R A N K F U R T

G E R M A N YI - Indian Date of Birth 0 4 0 3 6 1F - Foreign

C - ChairmanDesignation D W - Whole Time Director, S - Secretary, R - Manager Town / City


1 9 0 4 0 6 - - - - - -State

Election Commission Identity Card No. Pin Code 6 0 3 2 3

Year

Year

Year

Year

Residential Address

Nationality F Date Month


Residential Address

Appoint-ment Date

Nationality I

Appoint-ment Date Date Month

Date Month

Date of Ceasing

Year

Residential Address


Appoint-ment Date

Date of CeasingDate Month Year Date Month

Date MonthDate Month Year

DIAL Annual Return


Surname First Name Middle Name N O 1 7 J A L A N P J UName B A S H I R A H M A D B I N A B D U L

M A J I D 3/ 16 C D A M A N S A R A IN D A H

R E S O R T H O M E SI - Indian Date of Birth 2 0 0 6 4 9F - Foreign P E T A L I N G J A Y A

C - ChairmanDesignation D W - Whole Time Director, S - Secretary, R - Manager Town / City S E L A N G O R


1 9 0 4 0 6 - - - - - -State M A L A Y S I A


Surname Middle Name E 6 9 G R E A T E RName H A R T E J S I N G H B A I N S

K A I L A S H E N C L A V EFirst Name

P A R T 1I - Indian Date of Birth 0 3 0 9 4 8F - Foreign



1 9 0 4 0 6 - - - - - -State D E L H I


Surname First Name Middle Name A 1 4Name P R A V E E N S E T H

G E E T A N J A L I E N C L A V E




0 1 0 3 0 6 - - - - - -State D E L H I


Date of Ceasing

Nationality

Appoint-ment Date

Date Month

MonthI Date

Date of CeasingDate

Nationality I

Year

Year

Year

Residential Address

Year

Residential Address

Date Month Year

Residential Address

Date Month

Appoint-ment Date

Date of Ceasing

F Date Month

Year

Month Year

Month Date Month Year

Date Month Year

Date

Appoint-ment Date

Nationality

DIAL Annual Return


Surname First Name Middle Name 1 9 N E H R U A P A R T M E N TName S A N D E E P P R A K A S H

K A L K A J I




2 1 0 1 0 8 - - - - - -State D E L H I


Surname First Name Middle Name N O 2 4 A 3 7 th A C R O S SName O B B I L I S E T T Y B A N G A R U R A J U 8 th B L O C K J A Y A N A G A R


C - ChairmanDesignation D* W - Whole Time Director, S - Secretary, R - Manager Town / City B A N G A L O R E

D - Director, M - Managing Director* Alternate Director District

1 6 0 9 0 7 - - - - - -State K A R N A T A K A


Surname Middle Name N O 3 5 J A L A NName U M A R B I N B U S T A M A M

1/ 3 P B A N D A R B A R U

B A N G II - Indian Date of Birth 1 5 0 1 5 3F - Foreign

C - ChairmanDesignation D* W - Whole Time Director, S - Secretary, R - Manager Town / City S E L A N G O R


2 6 0 4 0 6 - - - - - -State M A L A Y S I A


Residential Address

YearDate Month

Year

Nationality

Residential Address


Appoint-ment Date

Date of Ceasing


MonthDate Month Year Date

Date Month Year

Date

Residential Address

Month YearDate

Month Year

Nationality

Appoint-ment Date

F

I

Appoint-ment Date


DIAL Annual Return


Surname First Name Middle Name B E B H E I M E R G A R T E N 7Name C H R I S T O P H H A N S N A N K E

T R E B U R

G E R M A N YI - Indian Date of Birth 0 5 0 8 6 6F - Foreign

C - ChairmanDesignation D* W - Whole Time Director, S - Secretary, R - Manager Town / City


2 3 0 7 0 7 - - - - - -State


Surname First Name Middle Name D I E T Z E N B A C HName G U D R U N G E B. H O F M A N N T E L O K E N

F R A N K E N S T R A S S E 4

F R A N K E N S T R A S S EI - Indian Date of Birth 1 5 1 2 6 4F - Foreign G E R M A N Y

C - ChairmanDesignation D* W - Whole Time Director, S - Secretary, R - Manager Town / City


3 1 0 8 0 6 2 3 0 7 0 7State


Surname First Name Middle Name C II/ 2 6 B A P A N A G A RName K A I L A S H N A T H S H R I V A S T A V A




0 7 1 2 0 6 2 1 0 1 0 8State D E L H I


Year

Residential Address

Date of CeasingDate Month Year Date

F Date

Month

Nationality

Year

Nationality

Residential Address

Nationality F Date Month

Appoint-ment Date

Residential Address

Appoint-ment Date


Appoint-ment Date

Date of CeasingDate Month Year Date

I Date Month

Date Month Year

Month

Month Year

Year

DIAL Annual Return


Surname First Name Middle Name A L 2 0 3 F L A T 7Name C P S O U N D E R A R A J A N

1 4 th M A I N R O A D

A N N A N A G A RI - Indian Date of Birth 0 8 0 9 6 0F - Foreign

C - ChairmanDesignation S W - Whole Time Director, S - Secretary, R - Manager Town / City C H E N N A I


1 9 0 4 0 6 - - - - - -State T A M I L N A D U


Date Month YearAppoint-ment Date


Residential Address


DIAL Annual Return

V Details of Shares / Debentures held at date of AGM

S H A R E S A R E H E L D I N D E M A T F O R MLedger Folio of shares / Debenture Holder Address S K I P H O U S E 2 5 / 1

Surname First Name Middle Name M U S E U M R O A DG M R I N F R A S T R U C T U R E L I M I T E D

Town / City B A N G A L O R EFather's / Husband's Name N O T A P P L I C A B L E

DistrictType of Share / Debenture 1 1 - Equity, 2 - Preference Shares, 3 - Debentures, 4 - Stock

State K A R N A T A K A2 1 7 7 0 0 0 0 0 1 0

Pin Code 5 6 0 0 2 5


Surname Middle Name M U S E U M R O A DG M R E N E R G Y L I M I T E D

First NameTown / City B A N G A L O R E

Father's / Husband's Name N O T A P P L I C A B L EDistrict

Type of Share / Debenture 1 1 - Equity, 2 - Preference Shares, 3 - Debentures, 4 - StockState K A R N A T A K A

7 0 0 0 0 0 0 0 1 0Pin Code 5 6 0 0 2 5

Share / Debenture Holder's Name

Number of Shares / Deb-entures held / Stock, if any

Amount per Share (in Rs.)




DIAL Annual Return



Surname Middle Name M U S E U M R O A DG V L I N V E S T M E N T S P V TL I M I T E DFirst Name

Town / City B A N G A L O R EFather's / Husband's Name N O T A P P L I C A B L E


State K A R N A T A K A6 3 0 0 0 0 0 0 1 0

Pin Code 5 6 0 0 2 5

Ledger Folio of shares / Debenture Holder A 1 Address R A J I V G A N D H I B H A W A N

Surname Middle Name S A F D A R J U N G A I R P O R TA I R P O R T S A U T H O R I T Y O FI N D I AFirst Name

Town / City N E W D E L H IFather's / Husband's Name N O T A P P L I C A B L E

Type of Share / Debenture 1 1 - Equity, 2 - Preference Shares, 3 - Debentures, 4 - StockState D E L H I

1 8 2 0 0 0 0 0 0 1 0Pin Code 1 1 0 0 0 3







DIAL Annual Return


S H A R E S A R E H E L D I N D E M A T F O R M

Ledger Folio of shares / Debenture Holder Address F R A P O R T A G

Surname Middle Name F R A N K F U R T A M M A I NF R A P O R T A G F R A N K F U R TAI R PO RT SE RV IC ES W O RL D W I D EFirst Name

Town / CityFather's / Husband's Name N O T A P P L I C A B L E


State G E R M A N Y7 0 0 0 0 0 0 0 1 0

Pin Code 6 0 5 4 7


Ledger Folio of shares / Debenture Holder Address M A N O R H O U S E 1 st F L O O RC N R S T. G E O R G E / C H A Z A L

Surname Middle Name S T R E E T SM A L A Y S I Y A A I R P O R T S P O R T L O U I S(M A U R I T I U S) P V T L T DFirst Name

Town / CityFather's / Husband's Name N O T A P P L I C A B L E


State M A U R I T I U S7 0 0 0 0 0 0 0 1 0

Pin Code







DIAL Annual Return



Ledger Folio of shares / Debenture Holder Address 1 7 V A S W A N I M A N S I O N3 rd F L O O R D I N S H A W

Surname Middle Name V A C H H A R O A DI N D I A D E V E L O P M E N T C H U R C H G A T EF U N DFirst Name

Town / City M U M B A IFather's / Husband's Name N O T A P P L I C A B L E


State M A H A R A S H T R A2 7 3 0 0 0 0 0 1 0

Pin Code 4 0 0 0 2 0Number of Shares / Deb-entures held / Stock, if any



DIAL Annual Return

VI

1 1 0 6 0 7

Type of Transfer 1 - Equity, 2 - Preference Shares, 3 - Debentures, 4 - Stock

Ledger Folio of Transferror

Surname Middle Name

First Name

Ledger Folio of Transferee

Surname Middle Name

First Name

Type of Transfer 1 - Equity, 2 - Preference Shares, 3 - Debentures, 4 - Stock

Ledger Folio of Transferror

Surname Middle Name

First Name

Ledger Folio of Transferee

Surname Middle Name

First Name

Year

Transferror's Name

Transferee's Name

Date of Registration of Transfer of Shares Date Month Year

Number of Shares / Debentures Transferred


Month Year

Transferror's Name

Date Month Year


Month

Details of Shares / Debentures Transfers since date of last AGM (or in the case of the first return at any time since theincorporation of the company)*

Number of Shares / Debentures Transferred

Date of previous AGM

Date of Registration of Transfer of Shares

Transferee's Name

Date

Date of previous AGM Date

DIAL Annual Return


Regd.office: New Udaan Bhawan, Terminal 3, Opp: ATC Complex, International Terminal, IGI Airport, New Delhi-110 037

NOTICE TO THE MEMBERS Notice is hereby given that the Third Annual General Meeting of the Company will be held on Thursday, August 20, 2009, at 11.30 a.m. at New Udaan Bhawan, Terminal 3, Opp: ATC Complex, International Terminal, IGI Airport, New Delhi-110 037, to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2009 and


2. To appoint a director in place of Mr.G.M.Rao, who retires by rotation and being

eligible, offers himself for re-appointment.

3. To appoint a director in place of Mr.Srinivas Bommidala, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a director in place of Mr.P.Seth, who retires by rotation and being eligible,

offers himself for re-appointment.

5. To appoint M/s.S.R.Batliboi & Associates, Chartered Accountants, New Delhi and M/s. Brahmayya & Co, Chartered Accountants, Bangalore as the Joint Statutory Auditors of the Company until the conclusion of the next Annual General Meeting of the Company in place of the retiring Joint Statutory Auditors of the Company, M/s Price Waterhouse, Chartered Accountants, Hyderabad (who expressed their unwillingness for re-appointment as Statutory Auditors of the Company) and M/s. Brahmayya & Co, Chartered Accountants, Bangalore and authorize Board of Directors to fix their remuneration, and pass the following resolution as a Special Resolution: RESOLVED THAT pursuant to Section 224A of the Companies Act, 1956, if applicable, M/s.S.R.Batliboi & Associates, Chartered Accountants, New Delhi and M/s. Brahmayya & Co, Chartered Accountants, Bangalore, be and are hereby appointed as Joint Statutory Auditors, in place of retiring auditors M/s Price Waterhouse, Chartered Accountants, Hyderabad (who expressed their unwillingness for re-appointment as Statutory Auditors of the Company) and M/s. Brahmayya & Co, Chartered Accountants, Bangalore, for the financial year 2009-10, to hold office from the conclusion of this Meeting till the conclusion of the Next Annual General Meeting at such remuneration as may be determined by the Board of Directors.

SPECIAL BUSINESS 6. Appointment of Mr. S.C.Chhatwal as a Director

To consider and if thought fit, to pass the following resolution, with or without modification, as an Ordinary Resolution:

RESOLVED THAT Mr. S.C.Chhatwal, who was appointed as an Additional Director of the Company by the Board of Directors and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as a Director, subject to retirement by rotation.

7. Appointment of Mr.Christoph Hans Nanke as a Director


RESOLVED THAT Mr. Christoph Hans Nanke, who was appointed as an Additional Director of the Company by the Board of Directors and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as a Director, subject to retirement by rotation.

8. Appointment of Mr. Arun Mishra as a Director


RESOLVED THAT Mr. Arun Mishra, who was appointed as an Additional Director of the Company by the Board of Directors and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as a Director, subject to retirement by rotation.

9. Appointment of Mr. R.S.S.L.N.Bhaskarudu as a Director


RESOLVED THAT Mr. R.S.S.L.N.Bhaskarudu, who was appointed as an Additional Director of the Company by the Board of Directors and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as a Director, subject to retirement by rotation.

10. Authorization to borrow under Section 293 (1) (d) of the Companies Act, 1956

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT subject to the provisions contained in Shareholders Agreement, Operation, Management and Development Agreement entered into by the Company with Airports Authority of India dated April 4, 2006 (OMDA), Lease deed dated April 25, 2006, the consent of the Company be and is hereby accorded to the Board of Directors of the Company in terms of Section 293(1)(d) of the Companies Act, 1956 or other applicable provisions, if any, of the Companies Act, 1956, for borrowing any sum or sums of money from time to time from any one or more of the Company’s bankers and/or from any one or more other persons, firms, bodies corporate or financial institutions whether by way of cash credit, advances or deposits, loans or bill discounting or otherwise and whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge of the Company’s investment, assets and/or other properties whether movable or immovable or stock in trade (including raw materials, stores, spares parts and components in stock in transit) and work in progress and all or any of the undertakings of the Company, notwithstanding that the money to be borrowed by the Company, apart from working capital borrowings obtained from the Company’s bankers in the ordinary course of business will or may exceed the aggregate of the paid up share capital of the Company and its free reserves provided that the total amount upto which the moneys may be borrowed by the Board of Directors outstanding at any time shall not exceed the sum of Rs. 9,000 Crore (Rupees Nine Thousand Crore only).

11. Authorization to mortgage the assets of the Company under Section 293 (1)

(a) of the Companies Act, 1956


RESOLVED THAT subject to the provisions contained in Shareholders Agreement, Operation, Management and Development Agreement entered into by the Company with Airports Authority of India (AAI) dated April 4, 2006 (OMDA), Lease deed dated April 25, 2006, Mortgage Deed executed on 19th July, 2007 between the Company and AAI, the consent of the Company be and is hereby accorded in terms of Section 293 (1) (a) and other applicable provisions, if any, of the Companies Act, 1956, subject to the provisions contained in Article 13.1 of OMDA dealing with Financing Arrangements & Security and further particularly subject to the provisions of Article 13.1(b)(ii) of the OMDA, whereby the Company is required to create first mortgage on all Transfer Assets (present and future) in favour of AAI as security of amounts due from the Company to AAI under the OMDA and subject to the approval of Ministry of Civil Aviation, if required, to secure: -

the Facilities to be made available by the Banks/Financial Institutions (“the Lenders”) under the Facility Agreements and working capital to be procured from the Term

Lenders/ Working Capital Lenders by a mortgage/hypothecation / charge / assignment of non-transfer assets (specifically excluding title over the Airport Site land, Transfer Assets and any of the underlying lands corresponding to the Transfer or Non-Transfer Assets), rights, title and interest of the Company, present and future, including the following, as per Article 13.1 of the OMDA:

(i) a mortgage, on all the Non-Transfer assets of the Company, both present and future; (ii) hypothecation of all the Company's Non-Transfer Assets, present and future, (iii) the Company’s all cash flows, book debts and receivables and any other revenues of whatsoever nature and wherever arising, present and future after excluding Annual Fee payable to AAI as per OMDA (iv) all intangibles including but not limited to goodwill, uncalled capital, present and future; a charge on the Company’s share of the Escrow Account / Trust and Retention Account and other reserves, and any other bank accounts of the Company wherever maintained; (v) pledge of the paid up equity share capital of the Company by GMR Infrastructure Ltd., GVL Investments Private Ltd, GMR Energy Ltd, Fraport AG Frankfurt Airport Services Worldwide and Malaysia Airports (Mauritius) Private Limited, to the extent required by Lenders;

in such form and in such manner and on such terms and conditions as the Board of Directors of the Company may consider and think fit and proper in the interest of the Company, in favour of the Banks/Financial Institution(s)/Working Capital Lenders to secure the financial assistance in the form of Rupee Facility, Credit Enhancement Facility and any other facility of an aggregate amount not exceeding Rs. 9,000 Crore (Rupees Nine Thousand Crore only) together with interest, compound interest and all costs, charges and expenses and all other monies as may be due and payable by the Company in that behalf to the Banks and/or Financial Institutions.

By Order of the Board For Delhi International Airport Private Limited

Sd/-

M.S.Narayanan Company Secretary

Place: New Delhi Date: July 20, 2009

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself. A proxy need not be a member of the Company. The proxy form in order to be effective must be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting.

2. The relevant Explanatory statement under Section 173 of the Companies Act,

1956 in respect of Special business under the items 6 to 11 is annexed hereto.

3. Special Notice has been received under Section 190 of the Companies Act, 1956, from a shareholder proposing appointment of M/s.S.R.Batliboi & Associates, Chartered Accountants, New Delhi and M/s. Brahmayya & Co, Chartered Accountants, Bangalore, as Joint Statutory auditors of the Company for the financial year 2009-10 in place of the retiring auditors M/s Price Waterhouse, Chartered Accountants, Hyderabad (who expressed their unwillingness for re-appointment as Statutory Auditors of the Company) and M/s. Brahmayya & Co, Chartered Accountants, Bangalore.

ANNEXURE TO NOTICE Explanatory Statement pursuant to Section 173 of the Companies Act, 1956 Item No. 6 Mr. S.C.Chhatwal was appointed as an Additional Director by the Board of Directors on December 5, 2008. He holds office as Director upto the date of the ensuing Annual General Meeting. Notice under Section 257 of the Companies Act, 1956, along with necessary deposit, has been received from a member of the Company proposing the candidature of Mr. S.C.Chhatwal as a Director. Board recommends the resolution for the approval of members. None of the Directors except Mr. S.C.Chhatwal is concerned or interested in the resolution. Item No. 7 Mr. Christoph Hans Nanke was appointed as an Additional Director at the Board Meeting held on March 18, 2009. He holds office as Director upto the date of the ensuing Annual General Meeting. Notice under Section 257 of the Companies Act, 1956, along with necessary deposit, has been received from a member of the Company proposing the candidature of Mr. Christoph Hans Nanke as a Director. Board recommends the resolution for approval of the members. None of the Directors except Mr. Christoph Hans Nanke is concerned or interested in the resolution.

Item No. 8 Mr. Arun Mishra was appointed as an Additional Director by the Board of Directors on March 18, 2009. He holds office as Director upto the date of the ensuing Annual General Meeting. Notice under Section 257 of the Companies Act, 1956, along with necessary deposit, has been received from a member of the Company proposing the candidature of Mr. Arun Mishra as a Director. Board recommends the resolution for approval of the members. None of the Directors except Mr. Arun Mishra is concerned or interested in the resolution. Item No. 9 Mr. R.S.S.L.N.Bhaskarudu was appointed as an Additional Director by the Board of Directors on March 18, 2009. He holds office as Director upto the date of the ensuing Annual General Meeting. Notice under Section 257 of the Companies Act, 1956, along with necessary deposit, has been received from a member of the Company proposing the candidature of Mr. R.S.S.L.N.Bhaskarudu as a Director. Board recommends the resolution for approval of the members. None of the Directors except Mr. R.S.S.L.N.Bhaskarudu is concerned or interested in the resolution. Item No. 10 Section 293(1) (d) of the Companies Act, 1956 provides that consent of the Shareholders is required for the Company, being a Private Company which is a subsidiary of a Public Company, to borrow money, where the money to be borrowed, together with the money already borrowed by the Company (apart from temporary loans obtained from company’s bankers in the ordinary course of business) is in excess of the aggregate of paid up capital of the Company and its free reserves. Shareholders at the Extraordinary General Meeting held on March 27, 2009 had approved borrowings upto Rs.8000 Crore. In order to accommodate the term loan against Security Component of the PSF receipts, which will be utilized for installation of security equipment at the Airport, to accommodate any foreign exchange fluctuations in ECB loan draw down and to meet any short term commitments from time to time, to enable smooth cash flow for the project during the year of completion, it is proposed to seek the approval of the shareholders under Section 293(1)(d) of the Companies Act, 1956, upto a limit of Rs.9000 Crore. Approval of the shareholders is sought under section 293(1)(d) of the Companies Act, 1956 for authorizing the Board of Directors to borrow in excess of its paid up share capital and free reserves upto an aggregate amount of Rs.9,000 Crore (Rupees Nine Thousand Crore Only).

Board recommends the resolution for approval of the members. None of the Directors of the Company is concerned or interested in this resolution. Item No. 11 Section 293(1)(a) of the Companies Act, 1956 requires approval of the shareholders of the Company, being a Private Company which is a subsidiary of a Public Company, to sell, lease or otherwise dispose of the whole of the undertaking or substantially whole of the undertaking. Shareholders at the Extraordinary General Meeting held on March 27, 2009, had approved creation of security upto Rs.8,000 Crore. As the borrowings for the project is estimated to increase, there would be requirement of creation of more security. Shareholders approval is now sought upto Rs.9,000 Crore (Rupees Nine Thousand Crore Only), for securing borrowings made by the Company by way of (i) a mortgage, on all the Non-Transfer assets of the Company, both present and future; (ii) hypothecation of all the Company's Non-Transfer Assets, present and future, (iii) the Company’s all cash flows, book debts and receivables and any other revenues of whatsoever nature and wherever arising, present and future after excluding Annual Fee payable to AAI as per OMDA (iv) all intangibles including but not limited to goodwill, uncalled capital, present and future; a charge on the Company’s share of the Escrow Account / Trust and Retention Account and other reserves, and any other bank accounts of the Company wherever maintained; (v) pledge of the paid up equity share capital of the Company by GMR Infrastructure Ltd., GVL Investments Private Ltd, GMR Energy Ltd, Fraport AG Frankfurt Airport Services Worldwide and Malaysia Airports (Mauritius) Private Limited, to the extent required by Lenders subject to the provisions contained in Article 13.1 of Operation Management and Development Agreement entered by the Company with Airports Authority of India (AAI) dated April 4, 2006 (OMDA) dealing with Financing Arrangements & Security and further particularly subject to the provisions of Article 13.1(b)(ii) of the OMDA, whereby the Company is required to create first mortgage on all Transfer Assets (present and future) in favour of AAI, as security of amounts due from the Company to AAI under the OMDA, and subject to the provisions of the Mortgage Deed executed on 19th July, 2007 between the Company and AAI and subject to the approval of Ministry of Civil Aviation, if required, in such form and in such manner and on such terms and conditions as the Board of Directors of the Company may consider and think fit and proper in the interest of the Company in favour of the Banks/Financial Institution(s)/Working Capital Lenders to secure the financial assistance in form of Rupee Facility, Credit Enhancement Facility and any other facility of an aggregate amount not exceeding Rs. 9,000 Crore (Rupees Nine Thousand Crore only), together with interest, compound interest and all costs, charges and expenses and all other monies as may be due and payable by the Company in that behalf to the Banks and/or Financial Institutions. Board recommends the resolution for approval of the members. None of the Directors of the Company is concerned or interested in this resolution.

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED Regd. Office : New Udaan Bhawan, Terminal 3, International Terminal, Indira Gandhi International Airport, New Delhi 110 037

REPORT OF THE DIRECTORS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2009

Your Directors have pleasure in presenting the Third Annual Report and the Audited Accounts for the Financial Year ended March 31, 2009, together with the Auditors Report thereon. Financial Results

(Rs.in Crores) Particulars

Financial year ended March 31, 2009

March 31, 2008

Income from Operations 947.62 870.58Other Income 10.48 5.08Gross Revenue 958.10 875.66Less: Annual Fee Paid/ Payable to AAI 440.63 402.72Net Revenue 517.47 472.94Operating Expenses 145.82 104.00Personnel Expenses (including operation support cost)

205.26 172.51

Administration cost 94.23 98.27Profit before Interest and Depreciation 72.16 98.16Finance Expenses 53.87 0.76Depreciation and Amortisation 52.52 9.11Profit before taxation (34.23) 88.29Provision for taxation (10.74) 31.63Profit After Taxation (23.49) 56.66Profit brought forward from previous period 85.99 29.33Amount available for appropriation 62.50 85.99Appropriation Surplus carried to Balance Sheet 62.50 85.99Earnings Per Share (in Rs) - Basic (0.33) 2.52- Diluted (0.15) 1.84

Appropriations The Company does not propose to declare dividend for the financial year 2008-09. An amount of Rs. 62.50 Crores is proposed to be retained in the profit and loss account.

Finance During the year under review, ICICI Bank downsold their share of ECB Loan of USD 200 Million, to 6 new ECB lenders on the initially agreed terms. The company completed the balance first drawdown of Rs.110 Crore, second drawdown of Rs.901 Crore and third drawdown of Rs. 600 Crore of Rupee Term Loan for the year ended March 31, 2009. With these drawdowns, the consolidated drawdown has reached to Rs. 3,111 crores under Rupee Facility Agreement. Due to economic downturn, envisaged amount of Rs. 2,739 crores through lease deposits under Base Case Business Plan became difficult and in order to maintain the project progress as per the defined schedule, the company approached Ministry of Civil Aviation (MoCA) to allow levy of development fees to ensure that there is no shortfall in means of finance for the project. In February 2009, the Ministry of Civil Aviation, Govt of India approved levy of Development Fee by the Company at IGI Airport, at the rate of Rs.200/- per departing domestic passenger and Rs.1300/- per departing international passenger for a period of 36 months with effect from March 1, 2009 for an amount aggregating to Rs.1,827 Crore (NPV as on March 1, 2009), as one of the means of financing for the project. As the receipts flow in over a period of three years and the capital expenditure had to be completed by March 2010, the Company availed bridge loan from Lenders against Development Fee receipts for the total amount of Rs. 1,827 crores. Status on Airport Development Terminal 1 • New Domestic Departure Terminal has been completed and has been inaugurated in

the month of Feb’09. Commercial operations have commenced on 19th Apr’09.

• Arrival terminal – Renovation and expansion activity has been completed in Nov’08. Terminal 2 • Renovation work of the Terminal 2 has been completed in Jun’08. Terminal 3 • Achieved an overall progress of 71.60% (as on June 30, 2009)

• Phase 1A Progress – New Runway 11/29 and associated taxiways

o Completed 6 Months ahead on schedule and inaugurated on 21st Aug’08 o Commercial Operations commenced from 25th Sep’08 o One of the longest runway’s in Asia at 4.43 Km length and 75 m wide, compatible

for landing wide bodied aircrafts like A380

o 15 Km of taxiways including 5 rapid exit taxiways o Equipped with CAT IIIB Instrument Landing system on both sides of Runway with

visibility range of 50 m o 5000 airfield ground lighting installed, first of its kind in India with single lamp

control technology o Glass grid used in the Runway construction to avoid surface cracks o 6.5 Lakh tones of Asphalt consumed for the 2m thick runway of 7 layers

equivalent to laying of 100 Km of 4 lane expressway o 13 Km of drains constructed

• Phase 1B – Integrated Passenger Terminal Building, T3 (as on June 30, 2009)

o Major Civil Works of the Terminal building (All 9 Levels of the building) are

completed o Roof truss erection is completed and 7 layers of roof sheeting works are in

progress o All 8 Chillers with 2,500 TR capacity and 25 chiller pumps installation are

completed o Major Works in cooling Tower completed o 99.58% structural steel erection, 74% of Conveyors and 54.79% of Electrical

works in Baggage Handling System are completed. o 16 Substations have been charged out of 24 o 44.64% of Network works are completed o 11,542 sq m of Granite Floor is completed at Arrival Level o Civil works have commenced in Toilets

• Phase 1B – Integrated Passenger Terminal Building Piers (as on June 30, 2009)

o Major Civil Works and 6600 MT roof truss erection are completed o 7 layer roof sheeting have been completed in 24 blocks out of 32 blocks

• Phase 1B – Airside Works (as on June 30, 2009)

o 97.4 % Taxiways civil works are completed and balance in progress o 85.8 % Apron civil works are completed and balance in progress

• Major Bulk Material consumption (as on June 30, 2009)

o Steel: 128,677 MT o Aggregates: 2,592,553 MT o Cement: 635,588 MT o Bitumen: 47,526 MT

• Procurement (as on June 30, 2009)

o All major packages have been awarded o 81 packages finalized out of 113 Nos. which includes minor packages

Airport Operations The new Domestic Departure Terminal 1D (T1D), inaugurated on February 26, 2009, started its commercial operations on April 19, 2009. It raised domestic departure capacity of airport to 10 million passengers per annum. In order to ensure that the terminal transitions smoothly from inauguration to commercial operations, extensive Operational Readiness and Airport Transfer (ORAT) trials were conducted by your company. The objectives of ORAT included having a coordinated approach to prepare all airport stakeholders including the airport operators, airlines, baggage and ground handlers and security agencies for the shift of operations to the new terminal. The other highlights at the operations front are:

• Airports Authority of India transition and strengthening of company’s manpower • Airport Operation Command Centre up-gradation • Renewal of Aerodrome Licence • Enhancement of functions like - Airside Services, ARFF • Kids play area at all terminals • Smoking zone at T2 and T1D • New concessionaires at all terminals • 2 additional baggage carousals at T1C • Free buggy transfer service between domestic terminals • Additional frequency between T2 and domestic terminals for inter terminal transfers

Traffic

In comparison to the year 2007-08, the total domestic aircraft movement was flat, whereas there was 8.26% positive growth in international aircraft movement in the year 2008-09. The total passenger traffic (International and domestic) declined to 22.84 million in 2008-09 as against 23.97 million in 2007-08 with negative growth rate of 4.71%. However, this decline was mainly due to decrease in domestic passenger traffic as the international passenger traffic increased from 7.34 million to 7.76 million i.e. a positive growth of 5.82% in the same period. Two new International airlines (Scandinavian & China Freighter Airlines) and one in the domestic (MDLR Airlines) were started during the financial year. Delhi Airport ranks 52nd of world’s top 100 International Airports and is the second busiest airport of the country. It connects 59 destinations all over the world with an operation of 57 international airlines. It plays an important gateway of the Indian subcontinent and is one of the fastest growing airports in South Asian region. Safety, Health & Environment (SHE) management

There has been increased focus on SHE management during the year. A competent team has been set up by your company to focus on 3 areas namely Airside Safety

Management and Compliance, Environment management and Bird / Animal – Aircraft Strike Hazard Management (BASHM).

On Air side safety management, your company involved all the stakeholders and it was a team effort to improve the safety standards. Number of incidents has come down drastically compared to the previous year and the violations are also on the decreasing trend. An Air side safety team has been set up involving all stakeholders which meets once in 6 weeks to jointly review the safety risks and mitigation actions. SHE team completed comprehensive audits of all the facilities such as terminals, hangars, etc. and improvement actions undertaken. Turn around inspections for airlines evoked very good response and there is remarkable improvement in the working practices.

On the Environment front, your company is in the process of implementing ISO 14001 – 2000 EMS and it is expected to receive the certification by end of June or early July, 2009. Your company has proactively taken measures to address Noise issue at the airport. Installation of Aircraft Noise Monitoring stations in and around the airport would help closely monitor the noise levels and prepare a soil for noise abatement measures in the near future.

Your company has set up a well equipped BASHM team to combat bird and animal issues. Number of measures has been taken on the processes and equipment to improve the bird and animal control. Commercial The year 2008-09 was the year of developing standardized contracts and Request for Proposals (RFP’s) to prepare for the launches of tenders for the new domestic Terminal 1D and then T3. T1D tenders were all launched and awarded and the terminal opened in April 2009. For Terminal 3, the Company completed a marketing launch to the Travel retail Industry to entice the best bids. After the Group briefings and individual meetings with the top players for Duty Free and Food & Beverages, the Company awarded the Duty free tender to Aer Rianta – IDFS consortium whereas the F&B tenders have been awarded to Travel Food Services (Delhi) Pvt. Ltd., Devyani International Ltd. and SSP Catering India Pvt. Ltd. and the company is entering into Joint Ventures with all the successful bidders. The Lounges RFP (Request for Proposal), has already been launched and it will be awarded by middle of August 2009. The company is in final stages for preparing the Advertisement RFP and the RFP document is scheduled to be released by August 2009. Quality Delhi Airport is one of the first 5 airports worldwide to have signed up for ASQ (Airport Service Quality) Assured Certification. This is an airport specific business excellence model supported by the Airports Council International (ACI). The ASQ scores have

moved up from 2.8 to 4.0 in Terminal 2 (International Terminal). The ASQ rating for the entire Airport moved up to 3.88 as on March 31, 2009. Cargo The year saw a concerted effort to provide momentum to company’s objective of making Indira Gandhi International Airport, New Delhi as one of the leading Cargo hubs. The process was initiated for issuing 2 RFPs (Request for Proposal), one to modernize and operate the Existing Terminal and the second to design, construct and operate a Greenfield Cargo Terminal. The two terminals together will provide a covered area of over 140,000 sqm and a handling capacity of over 1 million tons. The process was intense with compilation of the RFP documents, bidder interaction, global interest in submissions and the final evaluation leading upto the award of the 2 Concessions. The concession for the Existing Terminal has been awarded to Celebi Hava Servisi, Turkey and for the Greenfield Terminal has been awarded to a consortium of Worldwide Flight Services & Bird Consultancy. The company plans to take this initiative forward with development of additional airport infrastructure like Logistics complexes, Special zones etc. to act as a catalyst for growth. The Company intends to exercise its option to participate and subscribe to the Equity Share Capital upto 26% in the Cargo Business. Ground Handling As per Ground Handling policy, two independent ground handlers shall provide ground handling. Your company has appointed two ground handlers of international repute for providing third party ground handling services, while meeting stringent service levels and safe and secure operations. Currently, your company has withdrawn the Letter of Award to one of the ground handlers, and is making alternate plans to appoint another independent ground handler. Fuel Farm Your company envisages to develop fuel facility for new T3 terminal consisting of onsite and offsite storage tanks and has invited bids for the same. Pursuant to competitive bidding and evaluation, the company is in the process of issuing Letter of Award to successful consortium. The term of the Concession is for 25 years from the Commencement date. The fuel facility and hydrant system will be operated on “Open Access” principle in order to: • maximize the competition between eligible fuel suppliers • keep Aviation Turbine Fuel prices as low as possible • keep identical commercial terms for all suppliers • ensure tariff for users of facility is fair, non-discriminatory and reasonable.

Flight Catering Currently there are four major in-flight catering units viz. East India Hotels Limited, Skygourmet Catering Private Limited, Taj SATS Air Catering Limited and Narang International Hotels Private Limited (Ambassador). Concession contracts of East India Hotels Limited and Narang International Hotels Private Limited (Ambassador) would expire in 2011. Therefore the company has found the requirement of new in-flight catering unit in order to cater to the increase in expected meal requirements in coming years. The Company had identified approximately 19,000 sqm of area for building new in-flight catering facility. In March 2009, the Company had awarded in-flight catering concession to East India Hotels Limited (Oberoi Flight Services). EIH Ltd plans to commence business during early 2011 for operating an in-flight catering facility for handling maximum capacity of 30,000 meals per day. Human Resources Airports Authority of India (AAI) transition has been successfully achieved by your company with the support of AAI staff. This smooth transition could be achieved due to the concerted efforts of all the team members. Further, it is pertinent to note that during last three years, no man days were lost due to stoppage of work by any union activity. Your Company is in the process of recruitment of employees, experts and specialists required for carrying out the various functions including operation, maintenance and development. During the year under review, your company recruited qualified personnel and the employee strength has crossed 1400. Your company has identified successors for all critical levels / people. The process of skill gap identification is going to start soon so that the prospective employees may be suitably trained to take up the higher position. Human Resources department has been facilitating conducting of training programs for employees including technical, Customer Orientation, Operational Excellence, Values and Beliefs. Company continues to give importance to training of employees in various spheres relating to Airport and their respective functions with a stress on quality in services being provided at Airport. Your Directors express their sincere thanks to the employees of Airports Authority of India for the co-operation and support provided by them during the operational support period.

Allotment of Equity Shares While approving levy of Development Fee, the Ministry of Civil Aviation stipulated that the shareholders advance of Rs.1,750 Crore received during the financial years 2007-08 (Rs.550 Crore) and 2008-09 (Rs.1,200 Crore), be retained to meet any escalations of the cost of project; i.e. by way of appropriating Rs.500 Crore towards equity and to retain the balance amount of Rs.1,250 Crore as shareholders advance. Pursuant to the above, the Company allotted 50,00,00,000 equity shares of Rs.10 each aggregating to Rs.500 Crore to the existing shareholders in the proportion of their shareholding. An application has also been made to Reserve Bank of India, seeking approval for retention of foreign shareholders advance of Rs.250 Crore upto March 31, 2010 and approval on the same is awaited. Subsidiaries The company has three subsidiaries – Delhi Aerotroplis Private Limited, DIAL Cargo Private Limited and East Delhi Waste Processing Company Private Limited. Delhi Aerotroplis Private Limited During the year, Delhi Aerotropolis Private Limited, has not undertaken any activity. DIAL Cargo Private Limited DIAL Cargo Private Limited has not commenced any business operations during the year. East Delhi Waste Processing Company Private Limited East Delhi Waste Processing Company Private Limited (EDWPCL) has been incorporated as a special purpose vehicle for establishment of 10 MW power project using 1300 tons of city garbage coming up at Ghazipur, National Capital Territory of Delhi. The project envisages supply of 1300 tons of city garbage at free of cost at the project site for power generation in the 10 MW capacity power plant on BOOT (Built, Own, Operate and Transfer) basis for a period of 25 years. EDWPCL has become subsidiary of your company with effect from January 8, 2009. Documents required under Section 212 of the Companies Act, 1956, in respect of subsidiary companies are attached.

Directors Composition and size of the Board of Directors The present Board comprises of the following directors:

S.No Name of the Director Representing

1. Mr.G. M. Rao, Chairman private participants 2. Mr.Kiran Kumar Grandhi,

Managing Director private participants



4. Mr.K.Narayana Rao, Whole-time Director


5. Mr.G.B.S.Raju private participants Alternate director – Mr. O.Bangaru Raju

6. Mr.G.Subba Rao private participants 7. Mr.R.S.S.L.N.Bhaskarudu private participants 8. Mr.Bashir Ahmad Bin Abdul Majid private participants

Alternate director – Mr. Umar Bin Bustamam

9. Mr. Christoph Hans Nanke private participants Alternate director – Mr. Ansgar Sickert

10. Mr. Arun Mishra Airports Authority of India 11. Mr.P.Seth Airports Authority of India 12. Mr.S.C.Chhatwal Airports Authority of India

During the year, Mr.H.S.Bains, Mr.T.R.Prasad, Ms.Andreea D Pal and Mr.Sandeep Prakash ceased to be Directors of the Company. Mr. B.S.Shantharaju, CEO/Whole-time Director has resigned from the Board with effect from May 18, 2009. Board places on record its deep appreciation for the services rendered by Mr.H.S.Bains, Mr.T.R.Prasad, Ms.Andreea D Pal, Mr.Sandeep Prakash and Mr. B.S.Shantharaju during their tenure as directors. Mr.G.M.Rao, Mr. Srinivas Bommidala and Mr. P.Seth, Directors retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Mr.S.C.Chhatwal, Mr. Christoph Hans Nanke, Mr. Arun Mishra and Mr.R.S.S.L.N.Bhaskarudu were appointed as Additional Directors by the Board of Directors and notices have been received under Section 257 of the Companies Act, 1956 for their appointment as directors.

In view of loss incurred by the Company for the financial year 2008-09, the payment of remuneration to Managing Director and Whole-time Directors during the said financial year is in excess of the prescribed limits under the Companies Act, 1956. Consequent to the approval of the members at the Extra Ordinary General Meeting held on March 27, 2009 for payment of managerial remuneration to Managing Director and Whole-time Directors, applications have been made to the Central Government for its approval under the applicable provisions of Companies Act, 1956. Audit Committee The Audit Committee, presently, comprises of the following directors: Sl No Name of Director 1 Mr. G.Subba Rao 2 Mr. G.B.S.Raju 3 Mr. R.S.S.L.N.Bhaskarudu 4 Mr. Christoph Hans Nanke 5 Mr. S.C.Chhatwal

Remuneration Committee Presently the Remuneration Committee comprises of the following directors: Sl No Name of Director 1 Mr. G.Subba Rao 2 Mr. Christoph Hans Nanke 3 Mr. Arun Mishra


1. That in the preparation of the annual accounts for the financial year ended March 31, 2009, the applicable accounting standards had been followed along with proper explanation relating to material departures;


consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2009 and of the profit of the Company for that period;

3. That the directors have taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of the

Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the directors have prepared the accounts for the financial year ended March

31, 2009 on a ‘going concern’ basis. Auditors During the year, M/s Price Waterhouse, resigned as sole Statutory Auditors of the Company. The members, at the Extra-Ordinary General Meeting of the Company held on March 27, 2009, appointed M/s Price Waterhouse, Chartered Accountants, Hyderabad and M/s.Brahmayya & Co, Chartered Accountants, Bangalore, as Joint Statutory Auditors, for the financial year 2008-09 till the conclusion of the ensuing Annual General Meeting. M/s Price Waterhouse have expressed their unwillingness for re-appointment as Statutory Auditors of the Company. Special Notice has been received under Section 190 of the Companies Act, 1956, from a shareholder proposing appointment of M/s.S.R.Batliboi & Associates, Chartered Accountants, New Delhi and M/s. Brahmayya & Co, Chartered Accountants, Bangalore, as Joint Statutory auditors of the Company for the financial year 2009-10 in place of the retiring auditors M/s Price Waterhouse, Chartered Accountants, Hyderabad and M/s. Brahmayya & Co, Chartered Accountants, Bangalore. The Company has received a letter from both the auditors confirming that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of Section 226 of the Companies Act, 1956, for such appointment. Board has recommended to the members for appointment of M/s.S.R.Batliboi & Associates, Chartered Accountants, New Delhi and M/s. Brahmayya & Co, Chartered Accountants, Bangalore, as Joint Statutory Auditors of the Company for the financial year 2009-10. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo The particulars as required under sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, are set out in the annexure included in this report. Particulars of Employees Particulars to be furnished under section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, are set out in the annexure included in this report. Corporate Social Responsibility The Company supported GMR Varalakshmi Foundation (GMRVF) in its activities in Mehramnagar East & Mehramnagar West and in Savda Ghevra, the resettlement

colony (around 30 Kms from IGI) where thousands of families were rehabilitated after being displaced from different part of the state including the T 3 terminal site for the IGI Airport. GMRVF’s efforts are on to help the resettled people in leading a normal life. Activities included supply of drinking water tankers, education for people through tuition / support classes, Balbadi centres, collaboration with Government schools, providing library facilities etc. The Foundation laid emphasis on health care for people by organising weekly clinic. Doctor visits the clinic once in a week and medicines are given free of cost. Foundation had also organized eye check up camp and health check up camps. Foundation has helped people to develop their skills which have helped them to have a better livelihood. Various community development programs were held with active participation of the people. The Company encourages and empowers the employees to contribute personal time, attention and effort to community development and social causes. Acknowledgement Your Directors take this opportunity to express their sincere thanks and gratitude to the Government of India, Government of National Capital territory of Delhi, Ministry of Civil Aviation, Airports Authority of India, Directorate General of Civil Aviation, Bureau of Civil Aviation Services, Airlines, CISF and other agencies, users and customers of the Airport, Bankers and Financial Institutions to the project, Fraport AG Frankfurt Airport Services Worldwide, Malaysia Airports, India Development Fund and GMR Group, for their co-operation. Your Directors place on record their sincere appreciation of the contributions made by the employees at all levels through their hard work, dedication, solidarity and support. For and on behalf of the Board of Directors Sd/- Sd/- Kiran Kumar Grandhi K.Narayana Rao Managing Director Whole-Time Director Place: New Delhi Date: July 20, 2009

Annexure to the Report of the Directors Particulars pursuant to Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 Conservation of Energy A. Energy Conservation Measures Taken

1. Improvement of Power Factor to save energy costs. Power factor was improved from 0.922 in May-2006 to Unit in January 2009 resulting in savings of approximately Rs. 4 Crore in energy costs during the period. A total of approximately 1 MVAR additional capacitor banks were installed to achieve the same. Further, non operational and unused capacitor banks were repaired and made operational. 2. Replacement of 90% general lighting with energy efficient CFL’s Through the use of energy efficient CFL’s, which provide more lumen output as compared to incandescent lamps and tube lights, for the same electrical input, the Company is saving Rs. 91 Lacs per annum on energy costs.

B. Additional Investment and proposal, if any, being implemented for reduction of consumption of energy Automatic sensors for Aero Corridor lighting for optimum day light harnessing. Since aerobridges are used only when an aircraft is docked, sensors are being installed in all aerobridges. These sensors will detect human movement and automatically turn on/off lights in the aerobridge. Also, there are more than 300 light fixtures in the aero corridor area, which are presently running 24X7. Daylight sensors (lux level sensors) are being installed to automatically turn on/off lights depending on the prevalent lux levels.

Technology, absorption, adaptation and innovation The company is not engaged in any manufacturing activity and therefore these particulars are not applicable.

Foreign Exchange Earnings and Outgo Information regarding Foreign Exchange Earnings and outgo is given in item no.13 of the Notes to Accounts.



Name of Company Delhi Aerotropolis Private Ltd

DIAL Cargo Private Limited

East Delhi Waste Processing Company Private Limited

1 Financial Year of Subsidiary 1st April 2008 to 31st March 2009

1st April 2008 to 31st March 2009


2 Date from which they became subsidiary Companies. 22-May-07 28-Jun-07 8-Jan-09


a) Number and Face Value 1,00,000 Equity Shares of Rs.10 each.

1,00,000 Equity Shares of Rs.10 each

8,000 Equity Shares of Rs.10 each

b) Extent of Holding 100.00% 100.00% 80.00%4 Net Aggregate amount of profit/(losses) of the

Subsidiary for the above Financial Year so far as it concerns members of Delhi International Airport Private Ltd for the year ended 31st March 2009

Dealt with in the accounts of Delhi International Airport Private Limited for the year ended 31st March 2009

Nil Nil Nil

Not dealt with in the accounts of Delhi International Airport Private Limited for the year ended 31st March 2009

Nil Nil (266,895)

5 Net Aggregate amount of profit/(losses) for the previous Financial Year of the Subsidiary since it became subsidiary so far as it concerns members of Delhi International Airport Private Limited

Dealt with in the accounts of Delhi International Airport Private Limited Nil Nil Not Applicable

Not dealt with in the accounts of Delhi International Airport Private Limited Nil Nil Not Applicable



Sd/-Date: July 20, 2009 M.S.NarayananPlace: New Delhi Company Secretary



1. We have audited the attached Balance Sheet of Delhi International Airport Private Limited (“the

Company”) as at March 31, 2009, and the related Profit and Loss Account and Cash Flow Statement for the financial year ended on that date annexed thereto, which we have signed under

reference to this report. These financial statements are the responsibility of the Company’s

management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India.

Those Standards require that we plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free of material misstatement. An audit includes, examining

on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by

management, as well as evaluating the overall financial statement presentation. We believe that

our audit provides a reasonable basis for our opinion.


(Auditor’s Report) (Amendment) Order, 2004, (together the ‘Order’) issued by the Central

Government of India in terms of sub-section (4A) of Section 227 of ‘The Companies Act, 1956 of

India (the ‘Act’) and on the basis of such checks of the books and records of the Company as we

considered appropriate and according to the information and explanations given to us, we give in

the Annexure to this report, a statement on the matters specified in paragraphs 4 and 5 of the said

Order.

4. As explained in Note 9(b) of Schedule 20, Remuneration paid to the Managing Director and Whole Time Directors in excess of the limits specified in Schedule XIII, amounting to

Rs.4,09,60,000 is subject to approval from Central Government.


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

and belief were necessary for the purposes of our audit;

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

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of

Section 211 of the Act;


taken on record by the Board of Directors, none of the directors is disqualified as on March

31, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of


(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in

the prescribed manner the information required by the Act, and subject to paragraph 4 above

give a true and fair view in conformity 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, 2009; and

(ii) in the case of the Profit and Loss Account, of the loss for the financial year ended on that date; and

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

Sd/- Sd/-

Thomas Mathew P S Kumar

Partner Partner

Membership No. 50087 Membership No. 15590

For and on behalf of For and on behalf of

Price Waterhouse Brahmayya & Co

Chartered Accountants Chartered Accountants

New Delhi, May 18, 2009 New Delhi, May 18, 2009

ANNEXURE TO AUDITORS’ REPORT

[Referred to in paragraph 3 of the Auditors’ Report of even date to the members of Delhi International

Airport Private Limited on the financial statements as at and for the year ended March 31, 2009]

1. (a) The Company has maintained a register of fixed assets showing full particulars including

quantitative details and situation of fixed assets.

(b) Fixed assets of the Company have been physically verified by the management during the

year. Reconciliation with book records is in progress, hence we are unable to comment

whether there is any discrepancy between the fixed assets register and physical verification.

In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial

part of fixed assets has not been disposed of by the company during the year.

2. (a) The inventory has been physically verified by the management at the year end. In our opinion,

the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the

management, though needs strengthening in certain areas, are reasonable and adequate in

relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is

maintaining proper records of inventory. The discrepancies noticed on physical verification of

inventory as compared to book records were not material.

3. The Company has neither granted nor taken any loans, secured or unsecured, to/from

companies, firms or other parties covered in the register maintained under Section 301 of the

Act. Accordingly, clauses (iii) (b) to (iii) (d), iii (f) and (iii) (g) of paragraph 4 of the Order are not applicable for the current year.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system with regard to purchase of inventory, fixed assets and the

sale of goods and services, commensurate with the size of the company and the nature of its

business. Further, on the basis of our examination of the books and records of the company,

and according to the information and explanations given to us, we have neither come across

nor have been informed of any continuing failure to correct major weaknesses in the aforesaid

internal control system.


arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that Section. Accordingly, clause (v) (b) of paragraph 4 of the

Order is not applicable to the Company for the current year.

6. The Company has not accepted any deposits from the public within the meaning of Sections

58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the Company has an internal audit system commensurate with its size and

nature of its business.

8. The Central Government of India has not prescribed the maintenance of cost records under

clause (d) of sub-section (1) of Section 209 of the Act for any of the products / services of the

company.

9. (a) According to the information and explanations given to us and the records of the Company

examined by us, in our opinion, the Company is generally regular in depositing the

undisputed statutory dues including provident fund, employees’ state insurance, income-tax,

sales-tax, wealth tax, customs duty, excise duty, service tax, labour cess and other material statutory dues as applicable with the appropriate authorities. According to the information and

explanation given to us and the records of the Company examined by us, investor education

and protection fund and cess are not applicable to the Company for the current year.


examined by us, there are no dues of provident fund, employees’ state insurance, income-tax,

sales tax, wealth tax customs duty, excise duty, service tax and labour cess which have not

been deposited on account of any dispute. According to the information and explanations

given to us and the records of the Company examined by us, investor education and

protection fund and cess is not applicable to the Company for the current year.


Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004, is not applicable to the Company for the current year.

11. According to the records of the Company examined by us and the information and

explanation given to us, the Company has not defaulted in repayment of dues to any bank /

financial institution as at the balance sheet date. The Company has not issued any debentures.

12. The Company has not granted any loans and advances on the basis of security by way of

pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit

fund/societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and

other investments.

15. In our opinion and according to the information and explanations given to us, the Company

has not given any guarantee for loans taken by others from banks or financial institutions

during the year.

16. In our opinion, and according to the information and explanations given to us, on an overall

basis, pending utilisation for the stated purpose, certain loan funds were temporarily invested

in short term investments, till the stated end use.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, short term funds amounting to

Rs. 199.43 Crores have been used for long term investment in the nature of fixed assets,

capital work-in-progress and expenditure during construction period, pending allocation (net).

18. The Company has not made any preferential allotment of shares to parties and companies

covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. During the course of our examination of the books and records of the Company, carried out in

accordance with the generally accepted auditing practices in India, and according to the

information and explanations given to us, we have neither come across any instance of fraud

on or by the Company, noticed or reported during the year, nor have we been informed of

such case by the management.

Sd/- Sd/-

Thomas Mathew P S Kumar

Partner Partner

Membership No. 50087 Membership No. 15590

For and on behalf of For and on behalf of

Price Waterhouse Brahmayya & Co

Chartered Accountants Chartered Accountants

New Delhi, May 18, 2009 New Delhi, May 18, 2009

(Rupees in Crores)


a) Capital 1 1,200.00 700.00 b) Share Application Money 1,250.00 550.00 c) Reserves and Surplus 2 62.50 85.99

2,512.50 1,335.99 2. Loan Funds

a) Secured Loans 3 3,427.63 2,030.00 b) Unsecured Loans 4 550.00 470.00

3,977.63 2,500.00

4. Deferred tax Liability (Net) 30.30 43.44 (refer note no.11 of schedule 20)

Total 6,520.43 3,879.43

II. Application of Funds 1. Fixed Assets

a) Gross Block 5 2,189.45 297.84 b) Less : Depreciation 66.41 12.94 c) Net Block 2,123.04 284.90 d) Capital Work-in-Progress (including capital advances) 4,054.84 2,369.99 Less:Development Fund 35.12 -

6,142.76 2,654.89

2. Expenditure during construction, pending allocation (Net) 6 413.68 252.28

3. Investments 7 55.57 880.54


Schedule Reference

As at March 31, 2009


4. Current Assets, Loans and Advancesa) Sundry Debtors 8 175.27 210.54 b) Cash and Bank Balances 9 111.24 234.79 c) Inventories 10 4.22 - d) Other Current Assets 11 0.04 0.13 e) Loans and Advances 12 146.98 88.02

437.75 533.48 Less : Current Liabilities and Provisions 13 a) Liabilities 526.81 441.17 b) Provisions 2.52 0.59

529.33 441.76

Net Current Assets (91.58) 91.72 Statement on Significant Accounting Policies and Notes to the Accounts 20

Total 6,520.43 3,879.43 The Schedules 1 to 13 and 20 form an integral part of the Balance Sheet 0.00 0.00

This is the Balance Sheet referred to in our report of even date

Sd/- Sd/-Thomas Mathew P.S.Kumar

Partner PartnerFor and on behalf of For and on behalf ofPrice Waterhouse Brahmayya & Co.,Chartered Accountants Chartered Accountants

Sd/- Sd/- Sd/-Kiran Kumar Grandhi K. Narayana Rao M.S.Narayanan

Managing Director Whole Time Director Company Secretary


(Rupees in Crores)

Schedule Reference April 1, 2008 to March 31, 2009

April 1, 2007 to March 31, 2008

I. Income

Income from services 14 947.62 870.58 Other Income 15 10.48 5.08

Gross Income 958.10 875.66 Less:Annual Fee - Airport Authority of India (AAI) 440.63 402.72

Net Income 517.47 472.94

II. Expenditure

Personnel Cost 16 205.26 172.51 Operating Expenses 17 145.82 104.00 Administration Cost 18 94.23 98.27

445.31 374.78

72.16 98.16

Interest and Finance Charges 19 53.87 0.76 Depreciation and Amortisation 52.52 9.11

106.39 9.87

IV. Profit / (Loss) Before Taxation (34.23) 88.29

Provision for Taxation - Current - 9.26 Less: MAT Credit - (9.26)

- Deferred tax liability / (asset) (13.14) 29.00 - Fringe Benefit tax 2.40 2.63

V. Profit / (Loss) After Taxation (23.49) 56.66 Balance brought forward from previous period 85.99 29.33

VI. Balance carried to Balance Sheet 62.50 85.99

III. Profit Before Interest and Depreciation

Particulars

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITEDProfit And Loss Account for the Year Ended March 31, 2009

Earnings Per Share (Rs.) -Basic (0.33) 2.52 Earnings Per Share (Rs.) -Diluted (0.15) 1.84 Statement on Significant Accounting Policies and 20Notes to the Accounts

The Schedules 14 to 20 form an integral part of the Profit and Loss Account

This is the Profit and Loss Account referred to in our report of even date







(Rupees in Crores)

Capital

Authorised 2,000,000,000 (2008: 2,000,000,000 ) Equity shares of Rs 10 each 2,000.00 2,000.00

Issued , Subscribed and Paid up 1,200.00 700.00 12,00,000,000 (2008: 700,000,000) Equity shares of Rs 10 each fully paid-up

(Out of the above 60,12,00,000 (2008: 35,07,00,000 ) Equity Shares, fully paid-up, areheld by GMR Infrastructure Ltd., the holding company, alongwith its subsidiaries)

1,200.00 700.00

Reserves and Surplus

Balance in the Profit and Loss Account 62.50 85.99

62.50 85.99

Secured LoansRupee Term loan

From Banks 2,722.00 1,810.00 From Financial Institution 639.00 220.00

Working Capital loans from banks 66.63

3,427.63 2,030.00

Unsecured LoansShort Term Loan

From Banks 550.00 470.00 [2009:Nil Guarantee (2008:Guaranteed by ultimate holding company)]

550.00 470.00



Schedule 2

[Out of above,Rs 3,177.63 crs have been secured by pari passu charge on all the revenues and receivables of the company and all the rights,titles, interests, permits in respect of the project documents as detailed in the lenders agreements, to the extent permissable under OMDA and further secured by the pledge of shares by GMR Infrastructure Ltd, GMR Energy Ltd, GVL Investments Pvt. Ltd, Malaysia Airports (Mauritius) Pvt. Ltd and Fraport AG Frankfurt Airport Services Worldwide,(shareholders of the company) . Loan of Rs.250 Crs is yet to be secured against receivables]



Total

Schedule 1

Schedule 3

Total

Total

Schedule 4

Total






Schedule 5

Fixed Assets(Rupees in Crores)

TANGIBLE ASSETSBuildings 27.38 477.03 - 504.41 0.98 9.33 - 10.31 494.10 26.40 Runway & Taxiways 21.77 935.25 - 957.02 0.61 17.59 - 18.20 938.82 21.16 Plant and Machinery 7.99 395.86 - 403.85 0.45 10.81 - 11.26 392.59 7.54 Office Equipments 23.48 65.84 - 89.32 2.71 9.32 12.03 77.29 20.77 Furniture and Fixtures 5.35 15.53 - 20.88 1.24 1.49 2.73 18.15 4.11 Vehicles 16.37 2.10 - 18.47 0.70 1.68 - 2.38 16.09 15.67

- INTANGIBLE ASSETS -

Airport Concessionaire Rights 195.50 - - 195.50 6.25 3.25 9.50 186.00 189.25

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED.

Gross Block-At Cost Depreciation

As at April 1, 2008

Additions DeletionsAs at

March 31, 2009Description

Schedule forming part of the Balance Sheet as at March 31, 2009

Net Block



As at April 1, 2008

For the Year On DeletionsAs at

March 31, 2009

Total 297.84 1,891.61 - 2,189.45 12.94 *53.47 - 66.41 2,123.04 284.90

Capital Work in Progress - - - - - - - 4,054.84 2,369.99 (Including Capital Advances)Less : Development Fund** 35.12 -

Total 4,019.72 2,369.99 Previous Year 214.94 83.67 0.77 297.84 3.87 9.11 0.04 12.94 284.90

*Depreciation for the year includes Rs 0.95 crs (2008 Nil), relating to project assets as disclosed in Schedule 6.** Represents Development Fee levied on the passengers upto March 31, 2009, to be utilised for the development of Aeronautical Assets.

(Rupees in Crores)


Expenditure During Construction Pending Allocation (Net)Personnel Cost 39.79 14.88 Consultancy and Professional Charges 99.38 59.85 Travelling and Conveyance 15.26 2.30 Insurance 5.09 - Interest on Fixed Loans 358.07 110.26 Other Finance Charges 75.86 70.23 Depreciation 0.95 - Miscellaneous Expenses 11.73 4.17

606.13 261.69 Less: Income from Investments - Other than Trade 11.60 9.41

594.53 252.28 Less: Transfer to Fixed Assets (Includes Rs 104.49 crs towards Interest Cost) 180.85 -

413.68 252.28

InvestmentsCurrent Other than Trade - Unquoted *

- 33.10

- 187.09

- 21.78

- 55.04

- 200.16

- 100.08

- 150.05

- 27.95

- 25.88

- 50.51

ING Vysya Liquid Fund Institutional daily dividend - 28.70 (28,690,781.60 (12,737,289.16) units of Rs 10.00 per unit)

55.36 - (28,207,337 (Nil) units of Rs 19.62 per unit)

Investment - Subsidiary Companies (Unquoted)Delhi Aerotropolis Private Limited 0.10 0.10 (100,000 (2008: 100,000) Equity shares of Rs 10 each fully paid up)DIAL Cargo Private Limited 0.10 0.10 (100,000 (2008: 100,000) Equity shares of Rs 10 each fully paid up)East Delhi Waste Processing Company Private Limited*** 0.01 - (8,000 (2008: Nil) Equity shares of Rs 10 each fully paid up)

* Aggregate Net Asset Value as at March 31,2009 - Rs.55.42 Crs (2008: Rs.880.34 Crs)** Purchased during the year *** Acquired during the year

55.57 880.54

Sundry Debtors(Unsecured, considered good)

Over six months old 22.03 19.86 Other debts* 153.24 190.68

*Includes Unbilled revenue of Rs 76.36 crs (2008: Rs.102.02 crs)

175.27 210.54

[Total debtors include Rs 22.69 crs (2008: Rs.27.72 crs) on account of PSF (Security Component)]

Total

Total

Total

SBI Insta Cash Fund Growth Option**


q yReinvestment Option

Principal Cash Mgmt.Liquid Fund Institutional Premium Plan Dai(25,873,606.20 units of Rs.10.00 per unit)TATA Liquid Super High Investment Fund - Daily Dividend optio


Schedule 6As at

March 31, 2008

Total


q yOption

Total

SBI Premier Liquid Fund - Super Institutional Plan

p g y yDividend


Reliance Liquid Fund Institutional Plan - Daily Dividend (187,034,445.68 units of Rs.10.00 per unit)


(549,945.53 units of Rs.1000.81 per unit)

Reliance Liquid Fund - Daily Dividend Reinvestment Option

Schedule 8As at

March 31, 2009As at

March 31, 2008

Kotak Liquid Fund Premium Plan Daily Dividend Reinvestment

q p yReinvestment Option

Schedule 7

Note: Refer note no.5 of schedule for purchase and sale during the year





[Investments include Nil (2008: Rs.104.34 crs) balance on account of PSF (Security Component)]

(453,185.99 units of Rs.1,114.52 per unit)

(Rupees in Crores)


Cash and Bank BalancesCash on hand 0.20 0.16 Balances with Scheduled Banks - On current accounts 18.54 167.93 - On deposit accounts 85.80 50.19 - On margin money accounts 6.70 16.51

111.24 234.79

Inventories - At cost4.22 -

4.22 -

Schedule 11

Other Current Assets0.04 0.13

0.04 0.13


80.54 49.49 Advances towards investment in subsidiary company 10.93 4.80 Advance Tax (Net of Provision) 34.17 16.23 MAT credit entitlement 13.92 13.91 Deposits with Government Authorities 1.71 0.50 Other Deposits 5.71 3.09

146.98 88.02


- - 181.75 118.70

Book Overdraft 8.89 - 182.71 112.05

Other Liabilities 153.46 210.42

526.81 441.17 Provisions

Provision for Employee Benefits 2.49 0.57 Provision for Wealth tax 0.03 0.02

2.52 0.59

529.33 441.76

[Bank Balance in Current Account & Deposit Account includes Rs.1.21 crs & Rs.77 crs (2008:Deposits Rs.33 crs) respectively on account of PSF (Security Component) balances]

Due to micro enterprises and medium enterprises





Total

Total

*Includes due from directors and maximum amount outstanding during the year: Rs.0.39 crs (2008: Nil)

Total

Interest accrued but not due



Total

Total

Schedule 12

Schedule 13

Advances/Deposits from customers/concessionaires

Advances recoverable in cash or in kind or for value to be received*

Due to other than micro enterprises and medium enterprises

Sundry Creditors -

[Other Liabilities include Rs.100.90 crs (2008:Rs.165.06 crs) on account of corresponding liabilities equivalent to Debtors,Bank Balances & Investments considered in the company's books pertaining to PSF (Security Component)]



Schedule 9

Stores & Spare Parts

Schedule 10



(Rupees in Crores)

Income from ServicesAirport Operations

Aeronautical 342.07 321.86 Non Aeronautical 393.63 344.76

Cargo Operations 211.92 203.96

947.62 870.58

Other IncomeInterest on Deposits (Gross) 4.49 0.23 [Tax Deducted At Source:Rs 1.02 crs (2008:Rs.0.05 crs)]

Income from Investments -Other than trade 4.16 3.92 Profit / (Loss) on sale of Investments 0.27 (0.01) Miscellaneous Income 1.56 0.94

10.48 5.08

Personnel CostOperation Support Cost - AAI 115.34 108.05 Salaries and Wages 70.60 50.37 Contribution to Provident fund and other funds 4.44 3.46 Staff welfare expenses 14.88 10.63

205.26 172.51

Operating expensesAirport Operator Fee 26.27 17.74 Repairs and Maintenance

Building 19.08 15.52 Plant and Machinery 25.13 15.69 Others 15.48 6.50

30.42 23.11 Insurance 2.80 3.10 Cargo Handling and Other Costs 15.35 14.24 Fuel and Consumables 4.01 5.27 Other operating expenses 7.28 2.83

145.82 104.00

April 1, 2008 to March 31, 2009


April 1, 2008 to March 31, 2009

Total

April 1, 2008 to March 31, 2009

Schedule 15

April 1, 2007 to March 31, 2008

Total

Schedule 16

Schedule 14

Total

Total

April 1, 2008 to March 31, 2009

Electricity and water charges

April 1, 2007 to March 31, 2008Schedule 17

April 1, 2007 to March 31, 2008

April 1, 2007 to March 31, 2008

(Rupees in Crores)


Administration and Other ExpensesRent 8.52 5.24 Rates and taxes 0.16 0.83 Consultancy and other Professional charges 48.66 40.24 Printing and Stationary 1.62 2.04 Travelling and Conveyance 8.92 25.83 Remuneration to Auditors

Audit fees 0.22 0.22 Tax Audit fees 0.05 0.05 Certification and other services - 0.07 Out of pocket expenses 0.04 0.03

Directors' sitting fee 0.14 0.16 Communication Expenses (Net) 3.29 2.36 Loss On Exchange fluctuation (Net) 0.67 - Office Maintenance Expenses 9.10 4.11 Advertisement 6.18 8.57 Loss on sale of Fixed Assets - 0.48 Miscellaneous Expenses 6.66 8.04

94.23 98.27

Interest and Finance ChargesInterest on Fixed Loans 53.40 0.28 Other Finance Charges 0.47 0.48

53.87 0.76

April 1, 2008 to March 31, 2009

April 1, 2007 to March 31, 2008

April 1, 2007 to March 31, 2008

Total

Schedule 18

Schedule 19

Total

April 1, 2008 to March 31, 2009

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITEDCash flow statement for the year ended March 31, 2009

(Rupees in Crores)April 1, 2008 to March 31, 2009

April 1, 2007 to March 31, 2008

A. CASH FLOW FROM/ (USED IN) OPERATING ACTIVITIESNet Profit Before Taxation (34.23) 88.29 Adjustments for :Depreciation and amortisation 52.52 9.11 Interest Income (4.49) (0.23) Income from investments / sale of investment (4.43) (3.91) Loss on sale of Fixed assets - 0.48 Interest and Finance charges 53.87 0.77 Operating Profit Before Working Capital Changes 63.24 94.51 Adjustments for changes in working capital:Trade and other receivables 30.24 (106.50) Loans and Advances (58.96) (36.09) Trade and other payables 151.73 42.80 Inventory (4.22) -

Cash generated from Operations 182.03 (5.28) Fringe Benefit Taxes paid (2.40) (2.64) Net Cash Flow (used in)/ from Operating Activities 179.63 (7.92)

B. CASH FLOW FROM/ (USED IN) INVESTING ACTIVITIESFixed Assets (3,489.10) (2,363.82) Development Fees realised 35.12 Sale Proceeds of Fixed assets - 0.25 Investments (Net) 720.63 (724.43) Income from investments 4.43 3.91 Interest Received 4.58 0.10

Net Cash used in Investing Activities (2,724.34) (3,083.99)

C. CASH FLOW FROM/(USED IN) FINANCING ACTIVITIESProceeds from Share Capital/Share application money 1,200.00 1,050.00 Proceeds from Secured Loan 1,397.63 2,029.52 , ,Proceeds from Unsecured Loan 80.00 320.00 Interest and Finance Charges paid (301.68) (111.03) Net Cash from Financing Activities 2,375.95 3,288.49

Net Increase in Cash and Cash Equivalents (168.76) 196.58 Cash and Cash Equivalents at the beginning of the period 201.79 5.21 Cash and Cash Equivalents at the end of the year 33.03 201.79

Notes: - 1.The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard 3 on Cash Flow Statements issued by the Institute of Chartered Accountants of India.

Particulars March 31, 2009 March 31, 20081 Bank Balance 45.21 (36.34) 2 Investments 104.34 (104.34) 3 Receivables 5.03 (9.76) 4 Creditors (64.16) 77.76

This is the Cash Flow referred to in our report of even date






2.Being held in fiduciary capacity, PSF (Security component) related increase/(Decrease)in the following and closing bank balance of Rs.78.21 crores (2008: Rs.33 crores) has not been considered in the cash flow-


SCHEDULE 20 Description of business Delhi International Airport Private Limited (DIAL), a joint venture Company [joint venture between the GMR Group consortium and Airports Authority of India (AAI)],was incorporated on March 1, 2006 ,for managing the operations and modernisation of the Indira Gandhi International Airport (Delhi Airport). DIAL had entered into Operation, Management and Development Agreement (OMDA) with AAI which gives DIAL an exclusive right to operate, maintain, develop, modernise and manage the Delhi Airport on Revenue share model for an initial term of 30 years which can be extended by another 30 years on satisfaction of certain terms and conditions pursuant to OMDA. Statement on Significant Accounting Policies and Notes to the Accounts I. Significant Accounting Policies: Basis of Preparation The financial Statements have been prepared to comply in all material aspect with all applicable accounting principles in India, the applicable accounting standards notified under section 211 (3C) of the Indian Companies Act (the Act) and other relevant provision of the Act. Revenue Recognition Revenue from Airport Operations are recognised on accrual basis, net of service tax, applicable discounts and collection charges, when services are rendered and it is probable that an economic benefit will be received which can be quantified reliably. Revenue from Cargo Operations are recognised at the point of departure for exports and at the point when goods are cleared in case of imports. All claims including insurance claims are accounted for when accepted and crystallised Annual fee The Annual fee computed as a percentage of revenue pursuant to the terms and conditions of the Operations Maintenance and Development Agreement (OMDA) is recognised as a charge to gross income. Fixed Assets Tangible Fixed Assets are stated at cost, net of cenvat credit less accumulated depreciation. Cost of acquisition is inclusive of freight, duties, levies, and all incidentals attributable to bringing the asset to its working condition. Assets under installation or under construction as at the Balance sheet date are shown as Capital Work in Progress. Expenditure including finance charges directly relating to construction activity is capitalised. Development Fee accrued in terms of order dated 9th February, 2009 towards development of aeronautical assets is reduced from the cost of those assets. Intangible Upfront Fee and other costs paid to AAI pursuant to the terms and conditions of the OMDA are recognised as Intangible Assets. All fixed assets are assessed for any indication of impairment at the end of each financial year. On any such indication, the impairment loss (being the excess of carrying value over the recoverable value of the asset) is


immediately charged to the Profit and Loss Account. The impairment loss recognised in the prior years is reversed where the recoverable value exceeds the carrying value of the asset upon re-assessment in the subsequent years. Depreciation Tangible fixed assets are depreciated on straight-line method as per the rates specified in Schedule XIV to the Companies Act, 1956 except in case of individual assets costing less than Rs.5,000, which are fully depreciated in the year of purchase. Intangible Assets e.g. Airport Concessionaire Rights are amortised over the initial and extended period of OMDA. Investments Current investments are valued at cost or market value whichever is lower. Cost of acquisition is inclusive of expenditure incidental to acquisition. Income from investments is recognised in the year in which it is accrued and stated at gross. Inventories Inventories are valued at lower of cost or realization value. Cost is determined on a weighted averages basis and includes all applicable costs incurred in bringing goods to their present location and condition. Foreign Currency Transactions All foreign currency transactions are accounted for at the exchange rates prevailing on the dates of such transactions. Current assets and current liabilities are translated at the exchange rate prevailing on the balance sheet date and the resultant gain/loss is recognised in the financial statements.

Employee Benefits Employee benefits are accounted for on accrual basis with contributions to recognised funds such as provident and superannuation fund charged against revenue each year. Liabilities towards gratuity and leave encashment are accounted for in accordance with the requirement of the revised Accounting Standard – 15 “Employee Benefits” based on actuarial valuation carried out as at the balance sheet date. Earnings per Share The earnings considered in ascertaining the Company’s Earnings per Share (EPS) comprise of the net profit after tax. The number of shares used for computing the basic and diluted EPS is the weighted average number of shares outstanding during the year. Taxes on Income Current tax is determined on the amount of tax payable in respect of taxable income for the year. Deferred tax is recognised on timing differences; being the difference between taxable incomes and accounting income that originate in one year and is capable of reversal in one or more subsequent years. Deferred tax assets and liabilities are computed on the timing differences applying the enacted tax rate. Deferred tax assets arising on account of unabsorbed depreciation or carry forward of tax losses are recognised only to the extent that there is virtual certainty supported by convincing evidence that sufficient future tax income will be available against which such deferred tax assets can be realised.


Minimum Alternate Tax Minimum Alternate tax (MAT) paid in accordance to the tax laws, which give rise to the future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax in future. Accordingly, MAT is recognised as an asset in the balance sheet when it is probable that the future economic benefit associated with it will flow to the company and the asset can be measured reliably.

II. Notes to the Accounts: 1. Contingent Liabilities:

a) Bank Guarantee Outstanding in respect of : (Rupees in Crores)

Particulars As at 31 March,2009 As at 31 March,2008 Performance Bond Customs and Others

561.70

524.80

66.77

50.31

Total 628.47 575.11 b) The company has received a provisional demand of Rs 233.11 Crores from Airport Authority of India (AAI)

on account of reimbursement of voluntary retirement compensation, payable upon the expiry of Operational Support Period of 2nd May, 2009. Pending acceptance and determination of the claim, the same has not been considered in the accounts. Any payment paid towards settlement of the claim will be an intangible asset to be amortized over the period of Airport Concession Rights.

2. Capital commitments: Estimated amount of contracts remaining to be executed on capital account not provided for, net of advances

Rs. 4,322.29 Crores (2008 - Rs.4,240.84 Crores).

3. The Airports Authority of India w.e.f. June 1, 2007 has claimed service tax on the annual fee payable to them considering same as rental from immovable property. The company has disputed the grounds of the levy as well company’s liability under provisions of the OMDA. As the matter is under dispute and pending with H’ble High Court of Delhi, the impact of the same, if any has not been considered.

4. The passenger service fee (PSF) charged from the departing passengers have two components viz Facilitation

component (FC) and Security component (SC). In accordance with the various government orders issued from time to time, the PSF (SC) collections are held by the Company in fiduciary capacity on behalf of the Government of India and are deposited in an escrow account utilized for meeting the security related expenses.

A Summary of PSF (SC) balances are given below. Bank balance, Investments and Receivables, arising out of PSF (SC) component, being held in the name of the Company, and their corresponding liabilities are included in the books of the Company. PSF (SC) balances are maintained separately and are subject to the audit of Comptroller and Auditor General (CAG) and the same is not verified by the Statutory Auditors.


(Rupees in Crores)

Passenger service fee – Security component 156.40 150.44 Interest and other income 12.61 169.01 11.99 162.43

Less: Expenses 122.53 79.30 Net Income 46.48 83.13 Surplus brought forward 160.20 77.07

Total 206.68 160.20

Fixed assets (Including Capital work in progress) 126.12 8.59 Investment - 104.34 Receivables 22.69 27.72 Other Assets 39.22 19.69 Bank balance held in Escrow Account (Including Term Deposits)

78.21 33.00

266.23 193.34 Less: Liabilities 59.56 33.14

Total 206.68 160.20

As at March 31,2009 As at March 31,2008


5. Investments purchased and sold during the year/ period:

Amount Amount(Rupees/Cr) (Rupees/Cr)

Mutual Funds ABN AMRO Cash Fund Institutional Plan Daily Dividend Reinvestment Option

(25,000,000.00) (25.00) (25,003,898.42) (25.00) ABN AMRO Money Plus Institutional Plan Daily Dividend Reinvestment Option - -

(25,003,648.39) (25.00) (25,044,431.07) (25.04)

AIG India Liquid Fund Institutional Plan Daily Dividend Reinvestment Option - -

(220,822.04) (22.10) (220,924.33) (22.11) AIG India Liquid Fund Super Institutional Plan Daily Dividend Reinvestment Option - - 847.89 0.08

(2,617,171.74) (261.93) (2,068,871.24) (207.06) AIG India Treasury Plus Fund Super Institutional Plan Daily Dividend Reinvestment Option 55,063,612.42 55.12 55,073,518.65 55.13

(100,306,741.21) (100.42) (100,686,347.12) (100.80) Birla Cash Plus Fund Institutional Premium Plan Daily Dividend Reinvestment Option 373,846,370.51 374.58 375,885,433.50 376.62

(533,958,780.38) (535.00) (334,418,172.74) (335.07) Birla Sun Life Liquid Plus Fund Institutional Plan Daily Dividend Reinvestment Option 176,664,222.89 176.78 177,624,586.22 177.75

(334,842,595.22) (335.07) (335,238,816.67) (335.47) DWS Insta Cash Plus Fund Institutional Plan Daily Dividend Reinvestment Option - -

(64,873,496.68) (65.00) (64,926,912.60) (65.05) DWS Liquid Plus Fund- Institutional Plan Daily Dividend Reinvestment Option - -

(49,967,005.00) (50.01) (50,167,182.24) (50.21) - -

(39,999,600.01) (40.00) (40,014,751.69) (40.02) - -

(25,003,997.03) (25.00) (25,068,440.37) (25.07) 57,097,179.40 70.00 57,332,827.66 70.29

(48,940,439.48) (60.00) (48,948,157.24) (60.01) - -

(59,527,881.26) (60.01) (59,610,430.63) (60.09) - -

(6,082,317.22) (6.35) (6,083,351.46) (6.35) - -

(203,968,805.93) (204.08) (204,236,902.52) (204.35)

12

13

14

15

4

5

6

HDFC Liquid Fund Premium Plan Daily Dividend Reinvestment HDFC Floating Rate Income Fund Short Term Plan Daily Dividend Reinvestment S h HSBC Cash Fund Institutional Plan Daily Dividend Reinvestment Option HSBC Cash Fund Institutional Plus Plan Daily Dividend Reinvestment O

1

2

3

8

9

Particulars

10

Sl. No.

Purchased Sold

No. of Units No. of Units

Fidelity Cash Fund - Super Institutional Plan Daily Dividend Reinvestment O

11 Fidelity Liquid Plus Fund- Institutional Plan Daily Dividend Reinvestment O

7



(128,280,424.79) (128.44) (128,548,225.81) (128.71) 285,234,031.76 304.25 288,088,809.36 307.34

(241,247,618.19) (295.00) (159,512,014.63) (195.05) 104,851,553.15 118.72 105,448,299.92 119.37 (94,720,928.09) (95.02) (95,011,124.47) (95.31)

- - (9,997,800.48) (10.00) (10,002,354.74) (10.00)

473,183,619.39 473.77 476,780,449.56 477.37

(283,475,911.66) (283.82) (251,037,670.08) (251.35) 899,548,439.65 899.61 902,198,094.90 902.26

(530,242,888.95) (530.28) (550,037,583.64) (550.08) Prudential ICICI Liquid Fund Super Institutional Daily Dividend 201,239,938.00 201.25 201,750,717.44 201.76

(482,033,446.05) (482.06) (496,782,092.52) (496.80) ICICI Prudential Floating Rate Plan D -Daily Dividend - Reinvest Dividend - -

(74,997,471.12) (75.01) (75,501,877.76) (75.52) ING Vysya Liquid Fund Institutional Daily Dividend - - 1,083,052.41 1.08

(99,400,080.95) (99.52) (112,320,297.82) (112.46) ING Vysya Liquid Fund Super Institutional Daily Dividend 508,599,672.16 508.84 511,600,335.27 511.85

(485,207,476.39) (485.44) (485,768,489.22) (486.00) ING Vysya Liquid Plus Fund Institutional Daily Dividend - -

(148,696,497.56) (148.75) (121,068,382.21) (121.11) DBS Chola Short Term Floating Rate Fund Daily Dividend - -

(129,723,260.72) (129.94) (136,425,765.66) (136.65) DBS Chola Freedom Income Short Term Institutional Plan - Daily Dividend Reinvestment Option - -

(90,006,519.83) (90.02) (90,220,780.38) (90.23) JM High Liquidity Fund - Super Institutional Plan - Daily Dividend Reinvestment Plan - -

(54,909,399.49) (55.00) (54,918,295.65) (55.01) JM Money Manager Fund Super Plus Plan - Daily Dividend Reinvestment Option - -

(54,986,366.43) (55.01) (55,174,847.43) (55.20)

Principal Floating Rate Fund-Flexible Maturity Plan-Institutional Plan- Daily Dividend Reinvestment

20

Principal Cash Mgmt.Liquid Fund Institutional Premium Plan Daily Dividend Reinvestment

22

23

24

16

17

28

HSBC Liquid Fund Institutional Plan Daily Dividend Reinvestment Option

Kotak Liquid Institutional Premium Plan Daily Dividend Reinvestment Option

30

26

27

25

21

19

Kotak Flexi Debt Scheme - Daily Dividend Reinvestment Option

18

Principal Cash Mgmt. Liquid Fund Institutional Plan Daily Dividend

Sl. No.

Particulars Purchased Sold


29



JP Morgan India Liquid Fund - Daily Dividend Reinvestment Plan

(39,968,424.94) (40.00) (39,987,587.31) (40.02) Reliance Liquidity Fund Institutional Plan Daily Dividend Reinvestment Option 578,267,922.87 697.81 579,908,109.16 668.26

(771,049,025.35) (771.29) (562,962,028.28) (563.14) Reliance Liquid Plus Fund Institutional Plan Daily Dividend Reinvestment Option 4,331,324.26 433.62 4,358,715.00 436.37

(2,954,248.26) (295.76) (2,963,782.55) (296.71) SBI Premier Liquid Fund Super Institutional Plan Daily Dividend Reinvestment Option - - 240,186.54 0.24

(179,416,895.09) (180.00) (29,913,487.32) (30.01) SBI -SHF- Liquid Plus Fund Institutional Plan Daily Dividend Reinvestment Option 150,214,452.00 150.29 152,254,177.36 152.33

(29,995,708.30) (30.01) (30,040,254.37) (30.06) Standard Chartered Liquidity Manager Plus Daily Dividend - -

(2,911,417.52) (291.20) (2,917,656.38) (291.83) TATA Liquid Super High Investment Fund - Daily Dividend option - 10,302.18 1.15

(1,031,834.33) (115.00) (1,032,009.05) (115.02) TATA Floater Fund - Daily Dividend Option - -

(114,611,456.08) (115.02) (114,962,537.80) (115.37) Templeton India Treasury Management Account Super Institutional Plan - Daily Dividend Reinvestment Option 739,502.32 74.00 743,158.39 74.37

(499,875.03) (50.00) (500,365.29) (50.05) Grindlays Floating Rate Fund - Long Term - Plan B - Daily Div - -

(264,907,024.91) (265.00) (265,591,525.81) (265.69) - -

(88,995,160.50) (89.00) (89,130,053.39) (89.13) Lotus India Liquid Plus Fund Institutional Plan Daily Dividend reinvestment Option - -

(39,943,791.12) (40.01) (40,043,527.01) (40.11) UTI Liquid Cash Fund Institutional Plan- Daily Income Re-investment Option 1,647,207.82 236.00 1,647,207.82 236.18

(3,956,443.62) (403.34) (3,963,020.02) (404.01)

UTI Liquid Plus Fund Institutional Plan- Daily Income Re-investment Option - -

(2,589,156.30) (258.97) (2,595,854.69) (259.64) IDFC LIQUID FUNDDaily Dividend Reinvestment option 99,979.00 10.00 99,996.05 10.00

- - - - IDFCE Money Managaer FundInstituitional Plan B- Daily Dividentd Reinvestment Option 9,996,206.80 10.00 10,036,235.47 10.04

- - - - SBI INSTA CASH FUNDCash option 17,901,827.11 29.99 17,924,624.74 30.02

- - - - SBI INSTA CASH FUNDGrowth option 93,271,613.52 182.53 65,064,275.94 127.41

- - - - 5,007.18 4,947.26

(7,722.87) (7,011.95)

31

32

33

34

44

Purchased

35

36

37

38

39

40

45

46

47

48

Total

Sl. No.

Particulars

41 Lotus India liquid fund Institutional

Plus Daily Dividend

42

43

Sold


Note: Previous year figures have been shown under bracket.


6. Retirement Benefit Plan: Disclosure as per Accounting Standard 15 (Revised 2005) on “Employee Benefits” issued by the Institute of Chartered Accountants of India. Defined contribution plan

The company has recognised an amount of Rs 4.44 Crores (2008:Rs 3.46 Crores) as expenses under the defined contribution plan in respect of contribution to provident fund and superannuation fund in the Profit and Loss account for the year ended March 31, 2009.

Defined benefit plan The company makes annual contribution to the Delhi International Airport Private Limited - Employees Gratuity Fund Trust which is maintained by the LIC of India as funded defined benefit plan for qualifying employees. The present value of defined obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at the balance sheet date. (Rupees in Crores)

Year Ended 2009 Year Ended 2008 Particulars Gratuity Plan Gratuity Plan

Projected benefit obligation at the beginning of the year 0.84 0.48

- Current service cost 0.81 0.52 Interest cost 0.06 0.04 Actuarial loss/(gain) 0.14 - Benefits paid (0.06) (0.20) Projected benefit obligation at the end of the year 1.78 0.84 Reconciliation of present value of the obligation and the fair value of the plan assetProjected benefit obligation at the end of the year 1.78 0.84 Fair value of plan assets at end of the year

2.75 1.34 Amount recognised in the balance sheet 0.97 0.50 Cost for the yearCurrent service cost 0.81 0.52 Interest cost 0.06 0.04 Expected return on plan assets 0.16 0.03 Net actuarial (gain)/loss recognised in the period 0.18 - Net cost 0.88 0.52 AssumptionsDiscount rate 7% 8%Estimated rate of return on plan asset 8% 8%Expected rate of salary increases 6% 7% Amount if any payable in respect of benefits to seconded employees forming part of Operational Support Cost under contractual obligation has not been considered above.


7. The Company is engaged in operation of Airport which in the context of Accounting Standard 17 “Segment Reporting” issued by the Institute of Chartered Accountants of India, has been considered as a single business segment. Hence disclosure of business segmental information has not been considered.

8. Related Party transactions:

a) Names of related parties and description of relationship: (i) Enterprises that control the Company GMR Infrastructure Limited (Holding Company) (GIL)

GMR Holdings Private Limited -Ultimate Holding company (GHPL)(ii) Enterprises where control exists Delhi Aerotropolis Private Limited (DAPL)

DIAL Cargo Private Limited (DCPL) East Delhi Waste Processing Company Private Limited (EDWPCL)

(iii) Enterprises under common control with the Company

GMR Energy Limited (GEL) GVL Investments Private Limited (GVL)

(iv) Enterprises exercising significant influence over the Company

Airports Authority of India (AAI) Fraport AG Frankfurt Airport services worldwide (FAG) Malaysia Airports (Mauritius) Private Limited (MAMP) India Development Fund (IDF)

(v) Enterprises where key management personnel and their relatives exercise significant influence over Company

GMR Industries Limited Raxa Security services Limited (RAXA) GMR Varalakshmi foundation

(vi) Key Management Personnel Mr. Kiran Kumar Grandhi – Managing Director Mr. Srinivas Bommidala – Executive Director Mr. B.S. Shantharaju – Whole time director Mr. K.Narayana Rao – Whole time director

b) Summary of transactions with the above related parties is as follows:

(Rupees in Crores) Particulars Year Ended

March 31, 2009

Year Ended March 31,

2008 i) Share Application money received and allotted

- Enterprise that control the company – GIL - 155.50- Enterprises under common control – GEL - 50.00

– GVL - 45.00 - Enterprises exercising significant influence over the company

– AAI - 130.00– FAG - 50.00– MAMP - 50.00– IDF - 19.50

ii) Share Application Money received pending allotment - Enterprise that control the Company – GIL 373.20 171.05

- Enterprises under common control – GEL 120.00 55.00 – GVL 108.00 49.50

- Enterprises exercising significant influence over the company

– AAI 312.00 143.00– FAG 120.00 55.00– MAMP 120.00 55.00– IDF 46.80 21.45


Particulars Year Ended March 31,

2009


2008 - Enterprises where control exists

- DAPL - 0.10 - DCPL - 0.10

-iii) Share Application money Paid, pending allotment

- Enterprise where control exists - DAPL - EDWPCPL

-6.13

4.80-

iv) Payments under OMDA - Enterprises exercising significant influence over the company – AAI

- Annual fee 440.63 402.71- Operation support cost 112.95 83.65- Capital Work-in-Progress - Lease Rental (Refer Note 3)

-0.00

4.540.00

- Airport Operator Fees -Enterprises exercising significant influence over the company – FAG

35.63 28.01

v) Other Transactions

- Enterprise where control exists DAPL

- Enterprises where key management personnel and their relatives exercise significant influence over company

GIL Raxa Security Services Limited GMR Varalakshmi Foundation

4.39

7.100.670.04

-

12.29- -

- Managerial Remuneration - Key Management Personnel

Mr. Kiran Kumar Grandhi 1.53 0.77 Mr. Srinivas Bommidala 1.54 1.53 Mr. B.S. Shantharaju 2.64 0.37 Mr. K.Narayana Rao 0.77 0.69 vi) Outstanding balances as at the year end

Creditors/Payables - Enterprises exercising significant influence over the company

- AAI 10.03 13.01- FAG

- Enterprises where key management personnel and their relatives exercise significant influence over company

- RAXA - Enterprise where control exists - DAPL

15.63

0.02

5.39

11.29

- -

Notes: (1) Transactions and outstanding balances in the nature of reimbursement of expenses incurred by one

company on behalf of the other have not been considered above. (2) The Holding Company had provided Corporate Guarantee for Unsecured Loans as on March 31,

2008. (3) Land lease rental of Rs 100.00 is payable under the provisions of OMDA.


9. Managerial Remuneration:


March 31, 2009


2008 Salary and Allowances 5.87 3.03 Contribution to Provident/Superannuation Fund 0.61 0.33 Total (Refer note (a) and (b)) 6.48 3.36

a) Excluding Rs 0.39 Crores paid and recovered.

b) The company has made application(s) to the Central Government u/s 269 read with schedule XIII of the

Companies Act 1956, for the payment of managerial remuneration in excess of the prescribed limits amounting to Rs.4.096 Crores for the financial year 2008-09.

10. An application has been made to Reserve Bank of India for retention of foreign inward remittance of Rs. 250

Crores up to March 31, 2010, received as Shareholders advance from the foreign Shareholders of the Company (Fraport AG Frankfurt Airport Services Worldwide-Rs.125 Crores and Malaysia Airports (Mauritius) Private Limited-Rs.125 Crores) and approval from Reserve Bank of India is awaited.

11. a) The Company has entered into certain operating lease agreements and an amount of Rs.8.52 Crores (2008–

Rs 5.24 Crores) paid during the year under such agreements has been disclosed as rent under Schedule 18.These agreements are cancellable in nature.

b) The future minimum lease payments under non-cancellable operating leases in the aggregate are Rs 1.41 Crores and for each of the following periods:


March 31, 2009


2008 Not later than one year 0.19 - Later than one year and not later than five years 1.22 - Later than five years Nil -

Total 1.41 - 12. Deferred tax liability (Net) (Rupees in Crores)

Deferred tax liabilities As at March 31, 2009


Difference between book and tax depreciation 131.58 67.75 Deferred tax Assets: Carry forward of losses 13.58 23.99 Carry forward of depreciation 77.11 Others 10.59 0.32 Deferred tax liabilities (net) 30.30 43.44


Particulars Year Ended

March 31, 2009


2008

Nominal Value of Equity Shares (Rs. per Share) 10.00 10.00 Profit /(Loss) after Taxation (Rupees in Crores) (23.49) 56.66 Weighted average number of Equity Shares considered for Basic EPS 719,178,082 224,590,164


Weighted average number of Equity Shares considered for Diluted EPS 1,628,356,164 307,916,667 EPS – Basic (Rupees) (0.33) 2.52

Diluted (Rupees) (0.15) 1.84 14. Additional information pursuant to Para 3, 4 and 4D of Part II of Schedule VI to the Companies Act, 1956 are

stated below.

a) Inventory Purchase during the year (Rupees in Crores) Year Ended March 31, 2009 Year Ended March 31, 2008 % Value % Value Imported 6 0.35 0 Indigenous 94 5.65 0

Total 100 6.00 0 Consumption during the year (Rupees in Crores) Year Ended March 31, 2009 Year Ended March 31, 2008 % Value % Value Imported 4 0.07 0 Indigenous 96 1.62 0

Total 100 1.69 0

Closing Inventory (Rupees in Crores)

% Value % Value Imported 6 0.28 - Indigenous 94 4.03 -

Total 100 4.31 -

As at March 31,2009 As at March 31,2008

b) Earnings in Foreign currency (Rupees in Crores)


2009


2008

Aeronautical Income 2.70 2.93 Revenue from Concessionaires 84.73 39.66 Total 87.43 42.59

c) CIF Value of Imports


March 31, 2009


2008

Import of Capital goods 73.79 33.82


d) Expenditure in Foreign Currency (Rupees in Crores)


2009


2008

Consultancy 86.42 40.58 Training 4.29 1.00 Salaries 0.03 2.80 Finance Charges 1.77 16.53 Foreign Travel 1.28 0.51 Other Administrative expenses 0.49 0.36

Total 94.28 61.78 Information pursuant to paragraph 3, 4A and 4C of Part II of Schedule VI of the Companies Act, 1956 to the extent either Nil or Not Applicable has not been furnished. 15. Previous year’s figures have been regrouped and reclassified, wherever necessary, to conform to those of the current year.

For and on behalf of the Board of Directors Sd/- Kiran Kumar Grandhi

Sd/- K. Narayana Rao

Sd/- M.S.Narayanan





2 Capital Raised during the year (Rupees in Crores)

Public Issue Nil Rights Issue 500Bonus Issue Nil Private Placement Nil

3 Position of Mobilisation and Development of Funds (Rupees in Crores)


Paid - Up Capital 1,200.00 Share Application Money 1,250.00 Reserves & Surplus 62.50 Secured Loan 3,427.63 Unsecured Loans 550.00 Deferred tax liability 30.30

Net Fixed Assets 6,556.44 Investments 55.57 Net Current Assets (91.58) Misc. Expenditure NilAccumulated Losses Nil


Sources of Funds


Accumulated Losses Nil


Net Income (After deducting AAI revenue share) 517.47 Total Expenditure 551.70 Profit/(Loss) Before Tax (34.23) Profit/(Loss) After Tax (23.49) Earnings per share in Rs (Basic) (0.33) Earnings per share in Rs (Diluted) (0.15)












1 Financial Year of Subsidiary 1st April 2008 to 31st March 2009



2 Date from which they became subsidiary Companies. 22-May-07 28-Jun-07 8-Jan-09


a) Number and Face Value 1,00,000 Equity Shares of Rs.10 each.

1,00,000 Equity Shares of Rs.10 each

8,000 Equity Shares of Rs.10 each

b) Extent of Holding 100.00% 100.00% 80.00%4 Net Aggregate amount of profit/(losses) of the

Subsidiary for the above Financial Year so far as it concerns members of Delhi International Airport Private Ltd for the year ended 31st March 2009

Dealt with in the accounts of Delhi International Airport Private Limited for the year ended 31st March 2009

Nil Nil Nil

Not dealt with in the accounts of Delhi International Airport Private Limited for the year ended 31st March 2009

Nil Nil (266,895)


Dealt with in the accounts of Delhi International Airport Private Limited Nil Nil Not Applicable

Not dealt with in the accounts of Delhi International Airport Private Limited Nil Nil Not Applicable



Sd/-Date: July 20, 2009 M.S.NarayananPlace: New Delhi Company Secretary






DELHI AEROTROPOLIS PRIVATE LIMITED

Regd. Office: New Udaan Bhawan, Terminal 3, Opposite ATC Complex, International Terminal, Indira Gandhi International Airport, New Delhi – 110 037

DIRECTORS’ REPORT Dear Members, The Board of Directors of your company is pleased to present the Second Annual Report of the Company together with the Audited Statements of Accounts for the period ended 31st March 2009. OPERATIONS The Company is yet to commence its operations. DIRECTORS The present Board comprises of the following directors:

1. Mr. G.M. Rao 2. Mr. G.B.S Raju 3. Mr. Srinivas Bommidala 4. Mr. K. Narayana Rao 5. Mr. G. Subba Rao 6. Mr. O.B. Raju

Mr. G. Subba Rao and Mr. K. Narayana Rao, Directors retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. HOLDING COMPANY The Company has retained its status as wholly owned subsidiary to Delhi International Airport Private Limited. AUDITORS M/s Price Waterhouse, Chartered Accountants, Hyderabad were appointed as the First Statutory Auditors of the Company at the First Annual General Meeting held on June 16, 2008, till the conclusion of ensuing Annual General Meeting of the Company. M/s Price Waterhouse have expressed their unwillingness for re-appointment as Statutory Auditors of the Company. Special Notice has been received under Section 190 of the Companies Act, 1956, from a shareholder proposing appointment of M/s. Brahmayya & Co, Chartered Accountants, Bangalore, as Statutory auditors of the Company for the financial year 2009-10 in place of the retiring auditors M/s Price Waterhouse, Chartered Accountants, Hyderabad. The Company has received a letter from M/s. Brahmayya & Co, Chartered Accountants, Bangalore, confirming that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of Section 226

of the Companies Act, 1956, for such appointment. Board has recommended to the members for appointment of M/s. Brahmayya & Co, Chartered Accountants, Bangalore, as Statutory Auditors of the Company for the financial year 2009-10. SECRETARIAL COMPLIANCE CERTIFICATE Secretarial Compliance Certificate from a Secretary in whole-time practice pursuant to the requirements of Section 383(A)(1) of the Companies Act, 1956, is being attached with this report. AUDITORS’ REPORT The Notes to Accounts forming part of the financial statements are self-explanatory and need no further elaboration. There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification / explanation. DIRECTORS RESPONSIBILITY STATEMENT The Directors would like to assure the members that the financial statements for the year under review conform to the requirements of the Companies Act, 1956. The Directors also confirm that:

i) The Annual Accounts have been prepared in conformity with the applicable Accounting Standards.

ii) The Accounting Policies selected and applied are consistent and the judgments and estimates

made are reasonable and prudent so as to give a true and fair view of the affairs of the company for the Financial Year March 31, 2009.

iii) 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 prevention and detection of fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: 1. Conservation of Energy and technology absorption :

The Company is not engaged in any manufacturing activity and hence the furnishing of particulars is not applicable to the Company.

2. Foreign Exchange earnings and outgo:

Foreign exchange outgo during the year under review is Rs. 15,990,865.

FIXED DEPOSITS During the year under review the Company has not accepted any deposits from public. Particulars of Employees Particulars to be furnished under section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, are set out in the annexure included in this report. ACKNOWLEDGEMENTS The Directors place on record their appreciation and sincere thanks for the assistance and co – operation received from the banks, Statutory Authorities, employees and other stakeholders during the period under review. For and on behalf of the Board of Directors Sd/- Sd/- K.Narayana Rao G.Subba Rao Director Director Place : New Delhi Date : July 20, 2009

Annexure to Directors Report pursuant to Companies (Particulars of Employees) Rules, 1975

Name Designation and Nature Remuneration received *

Qualification & experience in years

Date of Joining

Particulars of last employment

Mr. Arun Bhagat Vice President ‐ HR 22.96 Lakhs BA (Hons), PGDIR & W 27 years

02.07.2007 Vice President – HR , World Space India Pvt. Limited.

Mr. Sharad Anand Associate Vice President – Contract Management

14.01 Lakhs BE Mech , MBA 22 years

01.07.2007 ABB Equity Ventures , Senior Developer & Vice President

Mr. Kamalakar Rao.Y Chief Financial Officer 19.19 Lakhs B.Com, C.A, ICWA 17 Years

01.02.2008 ITW Sign One, Senior Manager (Finance & Accounts)

Mr. Shamit Chakraborty AVP ‐ Projects 8.94 Lakhs B. Tech 26 Years

19.12.2007 Sobha Construction Project Manager

Mr. Babulal GM ‐ Commercial 10.67 Lakhs B. Tech 22 Years

02.04.2007 EIH Limited Manager ‐ QS

Mr. M. Jeba Kumar GM ‐ HR 8.05 Lakhs MBA, LLB & PGD HRM 26 Years

02.05.2007 BPL Limited Head Corporate HR

Note :

* Total CTC for the period of April 08 to July 08 (Excluding the Project bonus of Mr. Sharad Anand and Mr. Y. Kamalakar Rao)

AUDITORS’ REPORT TO THE MEMBERS OF DELHI AEROTROPOLIS PRIVATE LIMITED 1. We have audited the attached Balance Sheet of Delhi Aerotropolis Private Limited (“the Company”),

as at March 31, 2009, and the related Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. No Profit and Loss Account has been prepared for the reason stated in Note (II) (4) of Schedule 9. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those

Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.


(Auditor’s Report) (Amendment) Order, 2004 (together the ‘Order’), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ‘The Companies Act, 1956’ of India (the ‘Act’) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.



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

as appears from our examination of those books;

(c) The Balance Sheet and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet and the Cash Flow Statement dealt with by this report comply

with the accounting standards referred to in sub-section (3C) of Section 211 of the Act; (e) On the basis of written representations received from the directors, as on March 31, 2009 and

taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us,

the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2009; (ii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Sd/-

Thomas MathewPartner



ANNEXURE TO AUDITORS’ REPORT [Referred to in paragraph 3 of the Auditors’ Report of even date to the members of Delhi Aerotropolis Private Limited for the year ended March 31, 2009] 1. (a) The Company is maintaining proper records showing full particulars including quantitative

details and situation of fixed assets.

(b) As explained to us by the management, the fixed assets are physically verified according to a phased programme designed to cover all the items over a period of three years and no physical verification has been carried out during the current year. Accordingly, commenting on the discrepancies between book records and physical inventory is not applicable.

(c) In our opinion and according to the information and explanations given to us, a substantial part

of fixed assets has not been disposed of by the company during the year. 2. The Company does not hold any physical inventory. Accordingly clause (ii) (a) to (ii) (c) of

paragraph 4 of the Order are not applicable to the Company.

3. (a) 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 Act. Accordingly clauses (iii) (b), (iii) (c) and (iii) (d) of paragraph 4 of the Order are not applicable to the Company

(b) The company has taken unsecured loan from a company covered in the register maintained under

Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregates to Rs. 54,538,051.

(c) In our opinion, the other terms and conditions of such interest free loan is not prima facie

prejudicial to the interest of the company.

(d) In respect of the aforesaid loan, the company is regular in repaying the principal amounts as stipulated.

4. In our opinion and according to the information and explanations given to us, there is an

adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets. The activities of the Company did not involve purchase of inventory and sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. In our opinion and according to the information and explanations given to us, the particulars of

an interest free unsecured loan taken from a company covered in the register maintained under section 301 of the Act has been entered in the register maintained under that section and there have been no other contracts or arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that Section and accordingly commenting on transactions made in pursuance of such contracts or arrangements does not arise.

6. The company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

7. As the company is not listed on any stock exchange or the paid-up capital and reserves as at the

commencement of the financial year did not exceed Rupees Fifty Lakhs or the average annual turnover for a period of three consecutive financial years immediately preceding the financial year did not exceed Rupees Five Crores, clause (vii) of paragraph 4 of the Order is not applicable to the company for the current year.

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products/services of the company.

9. (a) According to the information and explanations given to us and the records of the company

examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues including provident fund, income tax, service tax, and other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us and the records of the company examined by us, investor education and protection fund and sales tax, excise duty, wealth tax, customs duty, employees’ state insurance and cess are not applicable to the Company for the current year.

(b) According to the information and explanations given to us and the records of the company

examined by us, there are no dues of income-tax, and service tax and cess which have not been deposited on account of any dispute.

According to the information and explanations given to us and the records of the company

examined by us sales tax, excise duty, customs duty, wealth tax and cess are not applicable to the Company for the current year.


Order is not applicable to the Company for the current year. 11. The Company has not borrowed any amount from any bank or financial institution during the

year, accordingly, clause (xi) of paragraph of the Order is not applicable for the current year. 12. The Company has not granted any loans and advances on the basis of security by way of pledge

of shares, debentures and other securities. 13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies

are not applicable to the Company. 14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other

investments. 15. In our opinion and according to the information and explanations given to us, the Company has

not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loans.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short term which have been used for long term purpose.

18. The Company has not made any preferential allotment of shares to parties and companies covered

in the register maintained under Section 301 of the Act during the year. 19. The Company has not issued any debentures during the year 20. The Company has not raised any money by public issues during the year. 21. During the course of our examination of the books and records of the Company, carried out in

accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

Sd/-

Thomas MathewPartner



Delhi Aerotropolis Private LimitedBalance Sheet as at March 31, 2009

(Amount in Rupees)

I. Sources of Funds 1. Shareholders' Funds

Capital 1 1,000,000 1,000,000

2. Share Application Money Pending allotment 48,000,000 49,000,000 48,000,000 49,000,000.00

3. Loan funds Unsecured Loan 2 54,538,051 -

Total 103,538,051 49,000,000

II. Application of Funds1. Fixed Assets 3 a) Gross Block 1,433,236 1,523,060 b) Less: Depreciation 170,269 68,165 c) Net Block 1,262,967 1,454,895

2. Expenditure during Development period, pending allocation (net) 4 101,295,399 51,942,642

3. Investments 5 - 1,901

4. Current Assets, Loans and Advances a) Cash and Bank Balances 6 99,321 323,677 b) Loans and Advances 7 2,557,731 1,354,371

2,657,052 1,678,048

Less : Current Liabilities & Provisions 8a)Liabilties 1,677,367 4,225,511 b)Provision - 1,851,975

1,677,367 6,077,486 Net Current Assets 979,685 (4,399,438)

Total 103,538,051 49,000,000

Statement on Significant Accounting Policies 9and Notes to the Accounts

The Schedules referred to above form an integral part of the Balance Sheet.

This is the Balance sheet referred to in our report of even date


Sd/- Sd/- Sd/-Thomas Mathew G Subba Rao K Narayana RaoPartner Director DirectorMembership No.: 50087For and on behalf ofPrice WaterhouseChartered Accountants

Place : New DelhiDate: May 18, 2009

Schedule March 31, 2009 March 31, 2008

Delhi Aerotropolis Private LimitedSchedules forming part of Balance Sheet as at March 31, 2009

(Amount in Rupees)

CapitalAuthorised5,000,000 Equity Shares of Rs.10 each 50,000,000 50,000,000

Issued, Subscribed and Paid Up100,000 Fully Paid up Equity Shares of Rs.10 each fully paid up 1,000,000 1,000,000

( The above Equity Shares are held by Delhi International Airport Private Limited, the holding company and its nominees)

Total 1,000,000 1,000,000

(Amount in Rupees)

Unsecured LoansShort TermFrom Others 54,538,051 -

(from Holding Company)Total 54,538,051

(Amount in Rupees)

Expenditure During Development Period, Pending Allocation (Net) *Salaries, allowances and benefits to employees 42,285,750 26,996,040 Contribution to provident and other funds 2,165,849 1,064,112 Staff Welfare Expenses 4,026,249 3,686,933 Recruitment Expenses 3,117,618 1,919,351 Rent 210,000 - Rates and Taxes 443,418 436,290 Consultancy and professional charges 24,343,471 3,046,726 Remuneration to Auditor - Audit Fees 106,180 56,180 Developmental Expenses 12,341,069 11,356,945 Travelling and conveyance 5,777,937 1,630,705 Communication Expenses 1,370,294 848,527 Fringe Benefit Tax 531,382 221,382 Income Tax 2,066 - Depreciation 216,576 68,165 Interest paid 2,838,566 - Miscellaneous expenses 1,636,303 640,273

101,412,728 51,971,629 Less: Other Income

Income from Investments-Other than Trade 110,652 28,987 Interest Received on Deposits 4,027 - Other Receipts 2,650 -

Total 101,295,399 51,942,642 * Refer Note 4 of the Notes to the Accounts

(Amount in Rupees)

March 31, 2008

March 31, 2009

March 31, 2009Schedule 2

Schedule 4


Up to March 31, 2008 Up to March 31, 2009

InvestmentsCurrent, Other than trade and unquoted(Sold During the year)ING Vysya Liquid Fund Institutional Daily Dividend* - 1,901 Nil (2008 : 176.234 units of Rs. 10.7873)

Total - 1,901 * Net Asset Value as at March 31, 2008 Rs. 1,901

(Amount in Rupees)

Cash and Bank BalancesCash on Hand - 12,695 Balances with scheduled banks- On Current accounts 99,321 310,982

Total 99,321 323,677

(Amount in Rupees)

Loans and Advances(Unsecured, Considered Good)Advances recoverable in cash or in kind or for value to be received 746,365 1,125,753 Balance with Excise Authorities 1,584,814 - Advance Tax (Fringe Benefit Tax net of Provisions) 226,552 228,618

Total 2,557,731 1,354,371

(Amount in Rupees)

Current Liabilities and Provisions A) Liabilities Sundry Creditors

Dues to Micro and Small Enterprises - 992,191 Dues to other than Micro and Small Enterprises 1,351,367 2,871,329 [Refer Schedule 9 (II) 8]

1,351,367 3,863,520

Other Liabilities 326,000 361,991

Total 1,677,367 4,225,511

B) Provisions Provision for Employee Benefits - 1,851,975

- 1,851,975


Schedule 5

Schedule 8

Schedule 7

March 31, 2008

March 31, 2008March 31, 2009

March 31, 2009

March 31, 2008

March 31, 2009

March 31, 2009

Schedule 3 Fixed Assets (Amount in Rupees)

Office Equipment 1,523,060 677,640 783,214 1,417,486 68,165 147,723 46,307 169,581 1,247,905 1,454,895 Furniture & Fixtures - 15,750 - 15,750 - 688 - 688 15,062 -

Total 1,523,060 693,390 783,214 1,433,236 68,165 148,411 46,307 170,269 1,262,967 1,454,895

For the previous year - 1,523,060 - 1,523,060 - 68,165 - 68,165 1,454,895 -

Delhi Aerotropolis Private LimitedSchedules forming part of the Balance Sheet as at March 31, 2009

Description

Gross Block - At Cost Net Block

As at April 1, 2008 Additions Deletions As at

March 31, 2009As at

March 31, 2009As at

April 1, 2008

Depreciation

As at April 1, 2008 For the period On Deletions As at

March 31, 2009

(Amount in Rupees)March 31, 2009 March 31, 2008

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before Tax and Extraordinary Items - - Operating Profit Before Working Capital Changes - -

Adjustments for :Changes in Trade and Other Receivables (1,203,360) (1,354,371) Changes in Trade and other Payables (4,400,119) 6,077,486

Cash generated from Operations (5,603,479) 4,723,115 Fringe Benefit Taxes paid (310,000) (221,382)

Net Cash Flow from Operating Activities (5,913,479) 4,501,733

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (Refer Note 2 below) (49,669,401) (53,205,142) (Purchase)/Sale of short term investments (net) 1,901 (1,901) Sale of fixed Assets 736,907 - Income from investments 81,665 28,987

Net Cash used in Investing Activities (48,848,928) (53,178,056)

C. CASH FLOW FROM/(USED IN) FINANCING ACTIVITIESProceeds from Application Money - 48,000,000 Proceeds/(Repayments) from/of Unsecured Loan 54,538,051 - Proceeds from Issue of Equity Shares - 1,000,000

Net Cash used in Financing Activities 54,538,051 49,000,000

Net increase / (decrease) in Cash and Cash Equivalents (224,356) 323,677 Cash and Cash Equivalents at the beginning of the year 323,677 - Cash and Cash Equivalents at the end of the year 99,321 323,677

Notes:1.The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard 3 on Cash Flow Statements issued by the Institute of Chartered Accountants of India.2. Includes Capital Advances and Expenditure during Development period pending allocation (Net).3. Comparitive figures of the previous year, where necessary, have been regrouped to conform to those of the current period.

This is the Cash Flow Statement referred to in our report of even date For and on behalf of the Board of Directors

Sd/- Sd/-Thomas Mathew G Subba G Subba Rao K Narayana RaoPartner Director DirectorMembership No.: 50087For and on behalf of Price WaterhouseChartered Accountants

Place : New DelhiDate: May 18, 2009

Delhi Aerotropolis Private LimitedCASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2009

DELHI AEROTROPOLIS PRIVATE LIMITED Schedule 9 : Statement on Significant Accounting Policies and Notes to the Accounts I. Significant Accounting Policies: 1. Basis of Preparation The financial statements are prepared in accordance with the historical cost convention and to comply in all material aspects with the applicable accounting principles in India, the accounting standards notified under Sub-section (3C) of Section 211 of the Companies Act, 1956 of India (the ‘Act’) and other relevant provisions of the Act. The significant accounting policies are as follows. 2. Fixed Assets Fixed Assets are stated at cost, less accumulated depreciation. Cost of acquisition is inclusive of freight, duties, levies, and all incidentals attributable to bringing the asset to its working condition. 3. Depreciation Fixed assets are depreciated on straight-line method as per the rates specified in Schedule XIV to the Companies Act, 1956. Individual assets costing less than Rs.5,000 are fully depreciated in the year of purchase. 4. Investments Long term investments are valued at cost unless there is a permanent diminution in their values. Current investments are valued at cost or market value whichever is lower. Cost of acquisition is inclusive of expenditure incidental to acquisition. Income from investments is recognised in the year in which it is accrued and stated at gross. 5. Foreign Currency Transactions All foreign currency transactions are accounted for at the exchange rates prevailing on the date of such transactions. Current assets and current liabilities are translated at the exchange rate prevailing on the balance sheet date and the resultant gain/loss is recognised in the financial statements. 6. Retirement Benefits

a) Defined Contribution Plans Contributions paid/payable to defined contribution plans comprising of provident fund and pension fund are charged on accrual basis.

The Company also has a defined contribution superannuation plan (under a scheme of Life Insurance Corporation of India) covering all its employees and contributions in respect of such scheme are charged on accrual basis in the Profit and Loss Account. The Company makes monthly contributions and has no further obligations under the plan beyond its contributions.

b) Defined Benefit Plan

Gratuity for employees is covered under a scheme of Life Insurance Corporation of India and contributions in respect of such scheme are recognised in the Profit and Loss Account. The liability as at the Balance Sheet date is provided for based on the actuarial valuation in accordance with the requirements of revised AS 15 as at the end of the year.

c) Other Long term employee benefits

Other Long term employee benefits comprise of leave encashment which is provided for based on the actuarial valuation carried out in accordance with revised AS 15 as at the end of the year.

d) Short term employee benefits

Short term employee benefits, including accumulated compensated absences as at the Balance Sheet date, are recognised as an expense as per Company’s schemes based on the expected obligation on an undiscounted basis.


II. Notes to the Accounts:

1. Delhi Aerotropolis Private Limited (DAPL) was incorporated on May 22, 2007 as a wholly owned subsidiary of Delhi International Airport Private Limited (DIAL) to undertake infrastructure development activities at the Indira Gandhi International Airport located in New Delhi.

2. Capital commitments:

Estimated amount of contracts remaining to be executed on capital account not provided for, net of advances Rs. Nil (2008: Rs.987,663).

3. The Company is incorporated to undertake the business of property development which in the context of

Accounting Standard 17 “Segment Reporting,” issued by the Institute of Chartered Accountants of India, is considered as the only segment. Hence disclosure of business segmental information has not been considered.

4. The company has not commenced commercial operations. Consequently, no Profit and Loss Account has been prepared for the year. The expenditure incurred by the company on the development of the infrastructure has been carried to “Expenditure during Development period, pending allocation (net)” in Schedule 3.

5. Since the project is in development stage and no Profit and Loss Account has been prepared, deferred

taxes as per Accounting Standard 22 on ‘Accounting for Taxes on Income’, issued by the Institute of Chartered Accountants of India has not been recognised.

6. Employee Benefits

The company has adopted Accounting Standard – 15(Revised) on “Employee Benefits” issued by the Institute of Chartered Accountants of India. The following table sets forth the status of the Gratuity Plan of the Company and the amounts recognized in the Balance Sheet: (Amount in Rupees)


2009*


2008 Projected benefits obligation at the beginning of the period - - Current service cost - 1,023,477 Interest cost - - Actuarial loss/(gain) - - Benefits paid - (9,182) Projected benefit obligation at the end of the period - 1,014,295 Amounts recognized in the balance sheet Projected benefit obligation at the end of the period - 1,014,295Fair value of plan assets at end of the period - 201,201 Funded status of the plans –(asset)/liability - (813,094) (Assets)/Liability recognized in the balance sheet - (813,094) Cost for the period Current service cost - 1,023,477 Interest cost - - Expected return on plan assets - (4,112) Net actuarial (gain)/loss recognized in the period - 654 Net Cost - 1,020,019 Assumptions Discount Rate - 8.00% Estimated rate of return on plan assets - 8.00% Expected rate of salary increase - 6.00%

* the company does not have employees in its rolls as on 31st March 2009

DELHI AEROTROPOLIS PRIVATE LIMITED 7. Related Party transactions: a) Names of related parties and description of relationship:

(i) Enterprises that control the Company Delhi International Airport Private Limited (DIAL) GMR Infrastructure Limited (GIL) GMR Holdings Private Limited (GHPL)

(ii) Key Management Personnel Mr. G M Rao, Chairman Mr. Srinivas Bommidala

(iii) Fellow Subsidiary Companies DIAL Cargo Private Limited East Delhi Waste Processing Company Private Limited

(iv) Enterprise where key management personnel and their relatives exercise significant influence

GMR Krishnagiri SEZ Limited (GKSL) Lobelia Properties Private Limited (LPPL) GMR Sports Private Limited (GSPL) GVL Investments Private Limited (GIPL)

b) Summary of transactions with the above related parties is as follows: (Amount in Rupees)

Particulars March 31, 2009 March 31, 2008 i) Share Application Money received and allotted - 1,000,000 Holding Company – DIAL ii) Share Application money received and pending allotment Holding Company – DIAL

-

48,000,000

siii) Unsecured loan received 54,538,051 - Holding Company – DIAL iv) Advance received from and repaid to GIL v) Unsecured loan availed and repaid to GIPL vi) Sale of Assets to GMR Krishnagiri SEZ Limited vii) Sale of Assets to GMR Sports Private Limited viii)Sale of Assets to Lobelia Properties Private Limited ix)Outstanding balance at the yearend: Unsecured Loan from DIAL Share Application Money received from DIAL

4,000,000

43,100,000

189,894

78,105

468,908

54,538,051 48,000,000

-

-

-

-

-

- -

Note: Transactions and outstanding balances in the nature of reimbursement of expenses incurred by one

company on behalf of the other have not been considered above. 8. There are no micro and small enterprises, to which the company owes dues, which are outstanding for

more than 45 days as at March 31, 2009. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of the information available with the company. This has been relied upon by the Auditors.


9. Details of current investments (other than trade) purchased and sold during the year

Sl. No. Particulars

Purchased Sold

No of Units Amount in

Rupees No of Units Amount in

Rupees 1

Mutual Funds (Unquoted): Birla Sun Life Cash Plus – Retail – Daily Dividend – Reinvestment

946,889 (-)

15,500,000 (-)

946,889 (-)

15,500,000 (-)

2 Principal Cash Mgmt.

Liquid Fund-Daily Dividend Reinvestment

- (1,112,419)

- (12,000,000)

- (1,112,419)

- (12,000,000)

Notes:

(i) Purchase and Sales exclude those held at year end. (ii) The sales realization excludes dividend, if any, received from Mutual Funds. (iii) Figures in bracket represent the figures for the previous financial year 2007-08.

10. Additional information pursuant to Para 3, 4, 4C and 4D of Part II of Schedule VI to the Companies Act,

1956 are stated below.

a) Expenditure in Foreign Currency (Amount in Rupees)

Particulars March 31, 2009 March 31, 2008Foreign Travel 104,250 1,621,292Consultancy 15,886,615 684,824Seminar Fees - 493,360Total 15,990,865 2,799,476

10. Additional Information pursuant to paragraph 3, 4, 4-A, 4-B, 4-C, 4-D of part II of Schedule VI to the Companies Act, 1956 to the extent either “Nil” or “Not Applicable” has not been furnished


Sd/- Sd/- G Subba Rao K Narayana Rao

Director Director Place: New Delhi Date: May 18, 2009

1

Registration No.

Balance Sheet Date

2

Public Issue Nil Rights Issue Nil

Bonus Issue Nil Private Placement Nil

3

Total Liabilities 103,538 Total assets 103,538

Paid -Up Capital 1,000 Reserves & Surplus Nil

Share Application Money 48,000 Secured Loans Nil

Lease Advance Received Nil Unsecured Loans 54,538

Net Fixed Assets 102,558 Investments -

Current Assets 980 Misc. Expenditure -

Accumulated Losses -

4

Gross Income Nil Total Expenditure Nil

+/-Profit / Loss Before Tax Nil +/-Profit / Loss After Tax Nil

Earning Per Shre in Rs. Nil Dividend Rate % Nil

5

Item Code No. N.A

Product Description N.A

Sd/- Sd/-

G Subba Rao K Narayana Rao

Director Director


Place : New Delhi

Date: May 18, 2009

U45400DL2007PTC163751

March 31, 2009

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

Sources of Funds


Perfomrance of Company ( Amount in Rs. Thousands)

Generic Names of Three Principal Products / Services of Company ( As per monetary terms)

Delhi Aerotropolis Private LimitedRegd. Office: Udaan Bhavan, Terminal 1B, Indira Gandhi International Airport, New Delhi - 110 037

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

Registration Details

Capital Raised during the year ( Amount in Rs. Thousands)

DIAL CARGO PRIVATE LIMITED Regd. Office: New Udaan Bhawan, Terminal 3, Opposite ATC Complex, International Terminal,

Indira Gandhi International Airport, New Delhi – 110 037

DIRECTORS’ REPORT Your Directors present the Second Annual Report of the Company together with the audited statements of Accounts for the period ended 31st March 2009. OPERATIONS The company was incorporated on June 28, 2007, with an object to establish, develop, provide and manage whether by itself or in association with other interested parties, all types of services and facilities as are necessary or desirable for the operation of cargo services which may have to be carried out by the Company as may be required by the holding company (Delhi International Airport Private Limited) at Indira Gandhi International Airport Private Limited, New Delhi. As Company is yet to commence its commercial operations, Profit & Loss Account has not been prepared for the year under review. DIRECTORS The present Board comprises of the following directors: 1. Mr.K.Narayana Rao 2. Mr.G.Subba Rao Mr.K.Narayana Rao, Director retire at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment. HOLDING COMPANY The Company has retained its status as wholly owned subsidiary to Delhi International Airport Private Limited. AUDITORS M/s Price Waterhouse, Chartered Accountants, Hyderabad were appointed as the First Statutory Auditors of the Company at the First Annual General Meeting held on June 16, 2008, till the conclusion of ensuing Annual General Meeting of the Company. M/s Price Waterhouse have expressed their unwillingness for re-appointment as Statutory Auditors of the Company. Special Notice has been received under Section 190 of the Companies Act, 1956, from a shareholder proposing appointment of M/s. Brahmayya & Co, Chartered Accountants, Bangalore, as Statutory auditors of the Company for the financial year 2009-10 in place of the retiring auditors M/s Price Waterhouse, Chartered Accountants, Hyderabad. The Company has received a letter from M/s. Brahmayya & Co, Chartered Accountants, Bangalore, confirming that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956

and also that they are not otherwise disqualified within the meaning of sub section (3) of Section 226 of the Companies Act, 1956, for such appointment. Board has recommended to the members for appointment of M/s. Brahmayya & Co, Chartered Accountants, Bangalore, as Statutory Auditors of the Company for the financial year 2009-10. AUDITORS’ REPORT The Notes to Accounts forming part of the financial statements are self-explanatory and need no further elaboration. There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification / explanation. SECRETARIAL COMPLIANCE CERTIFICATE Secretarial Compliance Certificate from a Secretary in whole-time practice pursuant to the requirements of Section 383(A)(1) of the Companies Act, 1956, is being attached with this report.

FIXED DEPOSITS During the year under review the Company has not accepted any deposits from public. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: 1. Conservation of Energy and technology absorption : As the operations of the Company is yet to start furnishing of particulars on conservation of

Energy and technology absorption is not applicable. 2. Foreign Exchange earnings and outgo: There were no foreign exchange earnings or outgo during the year under review. PARTICULARS OF EMPLOYEES There was no employee who was in receipt of remuneration in excess of the limits specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. DIRECTORS RESPONSIBILITY STATEMENT The Directors would like to assure the members that the financial statements for the year under review conform to the requirements of the Companies Act, 1956. The Directors also confirm that:

i) The Annual Accounts have been prepared in conformity with the applicable Accounting Standards.

ii) The Accounting Policies selected and applied are consistent and the judgments and

estimates made are reasonable and prudent to give a true and fair view of the affairs of the company for the Financial Year ending March 31, 2009.

iii) 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 prevention and detection of fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation for the continued support received and reposed by the holding company (Delhi International Airport Private Limited). For and on behalf of the Board of Directors Sd/- Sd/- K.Narayana Rao G.Subba Rao Director Director Place : New Delhi Date : July 20, 2009


DIAL CARGO PRIVATE LIMITED

1. We have audited the attached Balance Sheet of DIAL Cargo Private Limited (“the Company”) as

at March 31, 2009 . Profit and Loss Account and Cash Flow have not been prepared for the reason

stated in Note II (1) and Note II (3) of Schedule (3). These financial statements are the

responsibility of the Company’s management. Our responsibility is to express an opinion on these

financial statements based on our audit.


Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining

on a test basis, evidence supporting the amounts and disclosures in the financial statements. An

audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that



(Auditor’s Report) (Amendment) Order, 2004, (together the “Order”) issued by the Central



considered appropriate and according to the information and explanations given to us, we give in the Annexure to this report, a statement on the matters specified in paragraphs 4 and 5 of the said

Order.


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

and belief were necessary for the purposes of our audit;

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

so far as appears from our examination of those books;

(c) The Balance Sheet dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet dealt with by this report comply with the accounting

standards referred to in sub-section (3C) of Section 211 of the Act;



31, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of


(f) In our opinion and to the best of our information and according to the explanations given to

us, the said financial statements together with the notes thereon and attached thereto give in

the prescribed manner the information required by the Act, give a true and fair view in

conformity with the accounting principles generally accepted in India; in the case of the

Balance Sheet, of the state of affairs of the Company as at March 31, 2009.

-SD-

Thomas Mathew

Partner Membership No. 50087

For and on behalf of

Place : New Delhi Price Waterhouse

Date : May 18, 2009 Chartered Accountants


[Referred to in paragraph 3 of the Auditors’ Report of even date to the members of DIAL Cargo

Private Limited on the financial statements as at and for the year ended March 31, 2009]

1. The Company does not have fixed assets. Accordingly as clauses (i)(a) to (i) (c) of paragraph

4 of the Order are not applicable for the current year.

2. The Company does not hold any physical inventory. Accordingly as clauses (ii) (a) to (ii) (c)

of paragraph 4 of the Order are not applicable for the current year



Act. Accordingly, clauses (iii) (b) to (iii) (d), iii (f) and (iii) (g) of paragraph 4 of the Order are not applicable for the current year.

4. On the basis of our examination of the books and records of the Company, and according to

the information and explanations given to us the activities of the company did not involve

purchase of inventory and fixed assets or the sale of goods and services. We have not

observed any major weaknesses in the internal control system during the course of audit.


arrangements referred to in Section 301 of the Act during the year to be entered in the register required to be maintained under that Section. Accordingly, clause (v) (b) of paragraph 4 of the

Order is not applicable for the current year.



7. As the company is not listed on any stock exchange or the paid-up capital and reserves as at

the commencement of the financial year did not exceed Rupees Fifty Lakhs or the average

annual turnover for a period of three consecutive financial years immediately preceding the

financial year did not exceed Rupees Five Crores, clause (vii) of paragraph 4 of the Order is

not applicable to the company for the current year.


clause (d) of sub-section (1) of Section 209 of the Act for any of the products/services of the

company.


examined by us, Provident Fund, Investor Education and Protection Fund, Employees’ State

Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty,

Cess are not applicable to the Company for the current year

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, wealth tax, customs duty, excise

duty, service tax, labour cess, which have not been deposited on account of any dispute.

According to the information and explanation given to us and the records of the Company examined by us, provident fund, employees’ state insurance, investor education and

protection fund and cess are not applicable to the Company for the current year.

10. As the Company is registered for a period less than five years, clause (x) of paragraph 4 of


11. The company has not borrowed any amount from any bank / financial institution during the year, accordingly, clause (xi) of paragraph 4 of the Order is not applicable for the current year






other investments.


has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The company has not obtained any term loans.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion

and according to the information and explanations given to us, there are no funds raised on a

short-term basis which have been used for long-term investment.



19. The Company has not issued any debentures during the year




information and explanations given to us, we have neither come across any instance of fraud

on or by the Company, noticed or reported during the year, nor have we been informed of


-SD-

Thomas Mathew

Partner

Membership No. 50087




(Amount in Rupees)

I SOURCES OF FUNDS

1. Shareholders' FundsCapital 1 1,000,000 1,000,000

Total 1,000,000 1,000,000

II APPLICATION OF FUNDS

1. Current Assets, Loans and AdvancesCash and Bank Balances 2 560,645 560,645

Less: Current Liabilities and Provisions - -

Net Current Assets 560,645 560,645

2. Miscellaneous Expenditure not Written Off 439,355 439,355 ( to the extent not written off or adjusted)Preliminary Expenses

Statement on significant accounting policies and 3Notes to the accounts

Total 1,000,000 1,000,000

The Schedules referred to above form an integral part of the Balance Sheet

This is the Balance Sheet referred to in our report of even date For and on behalf of the Board of Directors

Sd/- Sd/- Sd/-Thomas Mathew K. Narayana Rao G.Subba RaoPartner Director DirectorFor and on behalf ofPrice WaterhouseChartered Accountants

Place: New DelhiDate: May 18, 2009

Balance Sheet as at March 31, 2009

ScheduleReference


March 31, 2008March 31, 2009

(Amount in Rupees)SCHEDULE 1 March 31, 2009 March 31, 2008

Capital

Authorised50,00,000 Equity Shares of Rs 10/- each 50,000,000 50,000,000

Issued, Subscribed and Paid-up 1,00,000 Equity Shares of Rs.10/- each Fully paid up 1,000,000 1,000,000

(Out of the above, 1,00,000 Equity Shares, fully paid-up, are held by Delhi International Airport Private Ltd., the holding company)

1,000,000 1,000,000

SCHEDULE 2 March 31, 2009 March 31, 2008Cash & Bank Balances

Cash On Hand - - Balances with Scheduled Banks

- On Current Accounts 560,645 560,645

560,645 560,645


Schedules forming part of the Balance Sheet as at March 31, 2009


Schedules forming part of the Balance Sheet as at March 31, 2009 SCHEDULE 3 I. Significant Accounting Policies Accounting Assumptions

The financial Statements have been prepared to comply in all material aspect with all applicable accounting principles in India, the applicable accounting standards notified under section 211 (3C) of the Indian Companies Act (the Act) and other relevant provision of the Act.

II. Notes to the Accounts 1. DIAL Cargo Private Ltd. (DCPL) was incorporated on June 28, 2007 as a 100% Subsidiary of Delhi

International Airport Private Limited. The company has not commenced business operations. Hence, no Profit and Loss Account has been drawn up.

2. Details of Related Parties :

Names of related parties and description of relationship: Ultimate Holding Company GMR Infrastructure Limited (GIL) Enterprises that control the company Delhi International Airport Private Limited (DIAL)

3. During the year, the Company did not have cash transactions. Accordingly, Cash Flow Statement as per

Accounting Standard-3, notified under section 211 (3C) of the Act, has not been prepared for the year. 4. Additional information pursuant to paras 3, 4, 4A, 4B, 4C and 4D of Part II of Schedule VI to the

Companies Act, 1956 to the extent “Nil” or “Not Applicable” has not been furnished.

For and on behalf of the Board of Directors Sd/- Sd/- K. Narayana Rao G. Subba Rao

Director Director Place: New Delhi Date: May 18, 2009



Company Identification Number U24233DL2007PTC165308Balance Sheet Date March 31, 2009

2 Capital Raised during the year (Amount in Rupees)

Public Issue Nil Rights Issue NilBonus Issue Nil Private Placement Nil

3 Position of Mobilisation and Development of Funds (Amount in Rupees)

Total Liabilities 1,000,000 Total assets 1,000,000

Paid - Up Capital 1,000,000 Reserves & Surplus NilSecured Loan Nil Unsecured Loans NilDeferred tax liability Nil

Net Fixed Assets Nil Investments NilNet Current Assets 439,355 Misc. Expenditure 439,355 Accumulated Losses Nil

4 Performance of company (Amount in Rupees)

Gross Income N.A Total Expenditure N.A+/- Profit/Loss Before Tax N.A +/- Profit/Loss After Tax N.AEarnings per share in Rs (Basic and Dilute N.A Dividend rate (%) N.A




Sd/- Sd/-Place: New Delhi K. Narayana Rao G.Subba RaoDate : May 18, 2009 Director Director


Sources of Funds


EAST DELHI WASTE PROCESSING COMPANY

PRIVATE LIMITED

4th ANNUAL REPORT

2008 - 09

COMPANY NO: U37100DL2005PTC135148

REGISTERED OFFICE:

4th Floor, Birla Towers, 25, Barakhamba Road, New Delhi-11001

East Delhi Waste Processing Company Private Limited Regd Office : No. 25, 4th Floor, Birla Towers, Barakhamba Road, New Delhi – 110001

DIRECTORS’ REPORT Dear Members, The Board of Directors of your company presents the Fourth Annual Report of the Company together with the Audited Statements of Accounts for the financial year 2008-09. OPERATIONS The company has reported a loss of Rs.3,33,619/- for the financial year 2008-09. The Company is in the process of availing financial assistance from various lenders for establishment of 10 MW power project using 1300 tons of city garbage at Ghazipur, New Delhi. DIRECTORS

During the year, Mr.Anjan Das, Mr.Bhaskaran Subramanian, Mr.Heziq Beg and Mr. B.S.Shantharaju resigned as Directors of the Company. Board places on record its appreciation for the services rendered by them during their tenure as directors of the Company.

Mr.K.Narayana Rao, Mr.G.Subba Rao, Mr.M.S.Narayanan, Mr.M.Mohan Rao, Dr. Pawan Singh, Dr.G.V.Ramakrishna, Ms.G.Radha and Mr.P.S.Nair were appointed as Additional Directors by the Board of Directors and notices have been received under Section 257 of the Companies Act, 1956 for their appointment as directors in the ensuing Annual General Meeting. HOLDING COMPANY The Board noted that due to acquisition of 8,000 Equity shares (80% of the share capital) of the Company, by Delhi International Airport Private Limited (DIAL), the Company has become subsidiary of DIAL, GMR Infrastructure Limited (listed holding company of DIAL) and GMR Holdings Private Limited (ultimate holding company of GMR Group). AUDITORS During the year, M/s Agarwal Jetley & Co, resigned as Statutory Auditors of the Company. The members, at the Extra-Ordinary General Meeting of the Company held on March 30, 2009, appointed M/s Price Waterhouse, Chartered Accountants, Hyderabad, as Statutory Auditors, for the financial year 2008-09 till the conclusion of the

ensuing Annual General Meeting. M/s Price Waterhouse have expressed their unwillingness for re-appointment as Statutory Auditors of the Company. Special Notice has been received under Section 190 of the Companies Act, 1956, from a shareholder proposing appointment of M/s. Brahmayya & Co, Chartered Accountants, Bangalore, as Statutory auditors of the Company for the financial year 2009-10 in place of the retiring auditors M/s Price Waterhouse, Chartered Accountants, Hyderabad. The Company has received a letter from M/s. Brahmayya & Co, Chartered Accountants, Bangalore, confirming that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of sub section (3) of Section 226 of the Companies Act, 1956, for such appointment. Board has recommended to the members for appointment of M/s. Brahmayya & Co, Chartered Accountants, Bangalore, as Statutory Auditors of the Company for the financial year 2009-10. AUDITORS’ REPORT The Notes to Accounts forming part of the financial statements are self-explanatory and need no further elaboration. There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification / explanation. DIRECTORS RESPONSIBILITY STATEMENT Your Directors confirm:



consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2009 and of the profit of the Company for that period;

3. That the directors have taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the directors have prepared the accounts for the financial year ended March

31, 2009 on a ‘going concern’ basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO 1. Conservation of Energy and technology absorption :

Presently the Company is not engaged in any manufacturing activity and hence the furnishing of particulars is not applicable to the Company.

2. Foreign Exchange earnings and outgo:

There were no foreign exchange earnings or outgo during the year under review. FIXED DEPOSITS During the year under review the Company has not accepted any deposits from public. PARTICULAR OF EMPLOYEES There are no employees of the Company, hence requirement of furnishing particulars under section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules, 1975, is not applicable. ACKNOWLEDGEMENTS The Directors place on record their appreciation and sincere thanks for the assistance and co – operation received from the holding company Delhi International Airport Private Limited and other stakeholders during the period under review. For and on behalf of the Board of Directors Sd/- Sd/- Place : New Delhi K.Narayana Rao M.S.Narayanan Date : July 16, 2009 Director Director


EST DELHI WASTE PROCESSING COMPANY PRIVATE LIMITED

1. We have audited the attached Balance Sheet of East Delhi Waste Processing Company Private Limited (“the Company”) as at March 31, 2009, and the related Profit and Loss Account and Cash

Flow Statement for the financial year ended on that date annexed thereto, which we have signed

under reference to this report. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on

our audit.


Those Standards require that we plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free of material misstatement. An audit includes, examining

on a test basis, evidence supporting the amounts and disclosures in the financial statements. An

audit also includes assessing the accounting principles used and significant estimates made by

management, as well as evaluating the overall financial statement presentation. We believe that



(Auditor’s Report) (Amendment) Order, 2004, (together the ‘Order’) issued by the Central



considered appropriate and according to the information and explanations given to us, we give in

the Annexure to this report, a statement on the matters specified in paragraphs 4 and 5 of the said

Order.



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

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this

report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt

with by this report comply with the accounting standards referred to in sub-section (3C) of




31, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to

us, the said financial statements together with the notes thereon and attached thereto give in

the prescribed manner the information required by the Act give a true and fair view in

conformity 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,

2009; and

(ii) in the case of the Profit and Loss Account, of the loss for the financial year ended on that

date; and

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

-SD-

Thomas Mathew

Partner






[Referred to in paragraph 3 of the Auditors’ Report of even date to the members of East Delhi Waste Processing Company Private Limited on the financial statements as at and for the year ended March

31, 2009]

1. The Company does not have fixed assets. Accordingly as clauses (i)(a) to (i) (c) of paragraph

4 of the Order are not applicable for the current year.

2. The Company does not hold any physical inventory. Accordingly as clauses (ii) (a) to (ii) (c)

of paragraph 4 of the Order are not applicable for the current year.



Act. Accordingly, clauses (iii) (b) to (iii) (d), iii (f) and (iii) (g) of paragraph 4 of the Order

are not applicable for the current year.

4. In our opinion and according to the information and explanations given to us, the Company is

in the process of implementing internal control system so as to commensurate with the size of

the Company and the nature of its business with regard to purchase of fixed assets including

expenditure during the construction period which requires further strengthening so as to be

commensurate with the size of the company and nature of its business. Further, on the basis of

our examination of the books and records of the company, and according to the information

and explanations given to us, we have neither come across nor have been informed of any

continuing failure to correct major weaknesses in the aforesaid internal control system.


arrangements referred to in Section 301 of the Act during the year to be entered in the register

required to be maintained under that Section. Accordingly, clause (v) (b) of paragraph 4 of the




7. As the company is not listed on any stock exchange or the paid-up capital and reserves as at

the commencement of the financial period did not exceed Rupees Fifty Lakhs or the average

annual turnover for a period of three consecutive financial years immediately preceding the

financial year did not exceed Rupees Five Crores, clause (vii) of paragraph 4 of the Companies (Auditor’s Report) Order, 2003 is not applicable to the company for the current

year.


clause (d) of sub-section (1) of Section 209 of the Act for any of the products / services of the

company.


examined by us, in our opinion, the Company is generally regular in depositing the

undisputed statutory dues including income-tax, sales-tax, wealth tax, customs duty, excise

duty, service tax, labour cess and other material statutory dues as applicable with the

appropriate authorities. According to the information and explanation given to us and the

records of the Company examined by us, provident fund, employees’ state insurance, investor

education and protection fund and cess are not applicable to the Company for the current

year.


examined by us, there are no dues of income-tax, sales tax, wealth tax customs duty, excise duty service tax and labour cess which have not been deposited on account of any dispute.

According to the information and explanations given to us and the records of the Company

examined by us, provident fund, employees’ state insurance, investor education and

protection fund and cess is not applicable to the Company for the current year.

10. As the Company is registered for a period less than five years, clause (x) of the Order is not

applicable to the Company for the current year.

11. The company has not borrowed any amount from any bank / financial institution during the

year, accordingly, clause (xi) of paragraph 4 of the Order is not applicable for the current year






other investments.


has not given any guarantee for loans taken by others from banks or financial institutions

during the year.

16. The company has not obtained any term loans

17. On the basis of an overall examination of the balance sheet of the company, in our opinion

and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.



19. The Company has not issued any debentures during the year.




information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of


-SD-

Thomas Mathew

Partner





(Amount in Rupees)


a) Capital 1 100,000 100,000 b) Share Application Money 61,303,167 -

Total 61,403,167 100,000

II. Application of Funds 1. Expenditure During Construction Pending Allocation (Net) 2 63,907,361 3,034,645 2. Investments 3 - 600,000

3. Current Assets, Loans and Advancesa) Cash and Bank Balances 4 75,298 163,952 b) Loans and Advances 5 40,010 100,041

115,308 263,993 Less : Current Liabilities and Provisions 6

Liabilities 2,953,121 3,824,268 2,953,121 3,824,268

Net Current Assets (2,837,813) (3,560,275)

4. Debit balance in Profit and Loss Account 333,619 -

5. Preliminary Expenditure - 25,630

Significant Accounting Policies and Notes to the Accounts -

Total 61,403,167 100,000


Sd/- Sd/- Sd/-Thomas Mathew M.S. Narayanan K. Narayana RaoPartner Director DirectorFor and on behalf ofPrice WaterhouseChartered Accountants

Place : New Delhi Place : New DelhiDate : May 18, 2009 Date : May 16, 2009

East Delhi Waste Processing Company Private LimitedBalance Sheet as at March 31, 2009

Schedule Reference

March 31, 2009 March 31, 2008

(Amount in Rupees)Schedule Reference

March 31, 2009 March 31, 2008

I. Income - -

- - II. Expenditure

Administration Cost 7 333,619 - 333,619 -

(333,619) -

Provision for Taxation - -

V. Profit/(Loss) After Taxation (333,619) - Balance brought forward from previous period - -

VI. Balance carried to Balance Sheet (333,619) -

Earnings Per Share (Rs.) -Basic (33.36) -

Significant Accounting Policies and Notes to the Accounts 8

This is the Profit and Loss Account referred to in our report of even date


Sd/- Sd/- Sd/-Thomas Mathew M.S. Narayanan K. Narayana RaoPartnerFor and on behalf of Director DirectorPrice WaterhouseChartered Accountants


III. Profit/(Loss) Before Taxation

Particulars

East Delhi Waste Processing Company Private LimitedProfit and Loss Account for the year ended March 31, 2009

(Amount in Rupees)

Capital

Authorised 100,000 100,000 10,000 (2008: 10,000) Equity shares of Rs.10 each

Issued , Subscribed and Paid up 100,000 100,000 10,000 (2008: 10,000) Equity shares of Rs.10 each fully paid-up(Out of the above 8,000 (2008: Nil ) Equity Shares, fully paid-up, areheld by Delhi International Airport Private Limited, the holding company)

100,000 100,000

Expenditure During Construction Pending Allocation (Net)Rent 20,000 - Rates & Taxes 1,259,554 135,314 Consultancy and other Professional charges 60,715,008 2,507,701 Printing and Stationary 40,214 19,145 Travelling and Conveyance 1,211,767 107,421 Remuneration to Auditors

Audit fees 125,269 25,269 Office Maintenance Expenses 120,878 99,032 Communication Expenses 53,707 - Miscellaneous Expenses 328,723 140,763 Other Finance Charges 32,241 -

63,907,361 3,034,645

Investment

Pirpainti Bijlee Co. Pvt. Ltd. - 100,000 (Nil (2008: 10,000) Equity Share of Rs. 10/- each)

Patna Waste Management Co. Pvt. Ltd. - 100,000 (Nil (2008: 10,000) Equity Share of Rs. 10/- each)

Buxar Bijlee Co. Pvt. Ltd. - 100,000 (Nil (2008: 10,000) Equity Share of Rs. 10/- each)

Lakhi Sarai Co. Pvt. Ltd. - 100,000 (Nil (2008: 10,000) Equity Share of Rs. 10/- each)

Ahmadabad Waste Management Co. Pvt. Ltd. - 100,000 (Nil (2008: 10,000) Equity Share of Rs. 10/- each)

Udaipur Waste Processing Co. Pvt. Ltd. - 100,000 (Nil (2008: 10,000) Equity Share of Rs. 10/- each)

- 600,000

East Delhi Waste Processing Company Private LimitedSchedules forming part of the Balance Sheet as at March 31, 2009

Total

Schedule 2 March 31, 2009

Total

March 31, 2009

Total

March 31, 2008


March 31, 2009 March 31, 2008Schedule 3

East Delhi Waste Processing Company Private LimitedSchedules forming part of the Balance Sheet as at March 31, 2009

-

Cash and Bank BalancesBalances with Scheduled Banks - On current accounts 75,298 163,952

75,298 163,952


Advances recoverable in cash or in kind or for value to be received 40,000 100,031 Advance Tax (Net of Provision) 10 10

40,010 100,041


- - 2,953,121 3,701,550

- 122,718

2,953,121 3,824,268

March 31, 2009 March 31, 2008

March 31, 2008

Total

Due to micro enterprises and medium enterprisesDue to other than micro enterprises and medium enterprises

March 31, 2009

Schedule 4

Others Liabilities

Sundry Creditors -

March 31, 2008March 31, 2009

Total

Total

Schedule 5

Schedule 6

(Amount in Rupees)

Administration and Other Expenses

109,814 - 198,175 - 25,630 -

333,619 -

East Delhi Waste Processing Company Private LimitedSchedules forming part of the Profit and Loss Account for the year ended March 31, 2009

March 31, 2009 March 31, 2008Schedule 7

Total

Business PromotionMiscellaneous ExpensesPreliminary Expenditure

East Delhi Waste Processing Company Ltd.Cash flow statement for the year ended March 31, 2009

March 31, 2009 March 31, 2008

A. CASH FLOW FROM/ (USED IN) OPERATING ACTIVITIESNet Profit/(Loss) Before Taxation (333,619) - Adjustments for :Provision & Accruals - - Interest and Finance Charges - -

(333,619) - Adjustments for changes in working capital:Trade and other payables - -

Cash generated (Used in) from Operations (333,619) - Taxes paid - - Net Cash Flow (used in)/ from Operating Activities (333,619) -

B. CASH FLOW FROM/ (USED IN) INVESTING ACTIVITIESPurchase of fixed asstes (61,658,202) (351,336) (including expenditure during construction pending allocation)Sale Proceeds of Investments 600,000 (400,000)

Net Cash uesd in Investing Activities (61,058,202) (751,336)

C. CASH FLOW FROM/ (USED IN) FINANCING ACTIVITIESProceeds from share application money 61,303,167 -

Net Cash from Financing Activities 61,303,167 -

Net Increase in Cash and Cash Equivalents (88,654) (751,336) Cash and Cash Equivalents at the beginning of the period 163,952 212,616 Cash and Cash Equivalents at the end of the year 75,298 (538,720)

Notes: - 1.The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard 3 on Cash Flow Statements issued by the Institute of Chartered Accountants of India.

This is the Cash Flow Statement referred to in our report of even date.


Sd/- Sd/- Sd/-Thomas Mathew M.S. Narayanan K. Narayana Rao

Partner Director DirectorFor and on behalf ofPrice WaterhouseChartered Accountants





210,000 (2009: 10,000) Equity shares of Rs.10 each

Public Issue Nil Rights Issue Nil10,000 (2009: 10,000) Equity shares of Rs.10 each f Nil Private Placement Nil(Out of the above 8,000 (2009: 8,000 ) Equity Shares, fully paid-up, areheld by Delhi International Airport Private Limited, the holding company)Position of Mobilisation and Development of Funds (Rupees in Lacs)

Total Liabilities 61,403,167 Total assets 61,403,167

Paid - Up Capital 100,000 Share Application Money 61,303,167

Secured Loan NilReserves & Surplus Nil Deferred tax liability Nil

Net Fixed Assets (2,837,813) Investments - Net Current Assets (2,837,813) Misc. Expenditure 333,619 Accumulated Losses 333,619


Gross Income - Total Expenditure 333,619 Earnings per share in Rs (Basic) (33.36) +/- Profit/Loss After Tax (333,619) Earnings per share in Rs (Diluted) -




Sd/- Sd/-M.S. Narayanan K. Narayana Rao

Place : New DelhiDate : May 16, 2008 Director Director

East Delhi Waste Processing Company Pvt. Ltd.

East Delhi Waste Processing Company Private Limited SCHEDULE 8

Description of business

East Delhi Waste Processing Company Private Limited (EDWPCL) was incorporated on April 20, 2005 as Subsidiary of Infrastructure Leasing & Financial Services (IL&FS) Limited. EDWPCL has been set up as a Special Purpose Vehicle (SPV), for developing projects for processing and disposing municipal waste using the technologies of processing municipal waste and also to produce as by-products, inter alia, refuse derived fuel, fluff, organic manure, and biogas and use such products for generating electricity at Ghazipur site at Delhi. Delhi International Airport Private Limited (DIAL) and SELCO International Limited had acquired 80% and 20% shareholding in the SPV on January 8, 2009.

Statement on Significant Accounting Policies and Notes to the Accounts I. Significant Accounting Policies

Basis of Preparation

The financial Statements have been prepared to comply in all material aspect with all applicable accounting principles in India, the applicable accounting standards notified under section 211 (3C) of the Indian Companies Act (the Act) and other relevant provisions of the Act.

Expenditure During Construction Pending Allocation

Assets under installation or under construction as at the Balance sheet date are shown as Capital Work in Progress. Expenditure including finance charges directly relating to construction activity is capitalised.

Investments Current investments are valued at cost or market value whichever is lower. Cost of acquisition is inclusive of expenditure incidental to acquisition. Income from investments is recognised in the year in which it is accrued and stated at gross.

Taxes on Income

Current tax is determined on the amount of tax payable in respect of taxable income for the year. Deferred tax is recognised on timing differences; being the difference between taxable incomes and accounting income that originate in one year and is capable of reversal in one or more subsequent years. Deferred tax assets and liabilities are computed on the timing differences applying the enacted tax rate. Deferred tax assets arising on account of unabsorbed depreciation or carry forward of tax losses are recognised only to the extent that there is virtual certainty supported by convincing evidence that sufficient future tax income will be available against which such deferred tax assets can be realised.

II. Notes to the Accounts 1. Related Party transactions:

a) Names of related parties and description of relationship: (i) Ultimate Holding Company GMR Infrastructure Limited (GIL) (ii) Enterprises that control the Company Delhi International Airport Private Limited (DIAL) (iii)

Enterprises exercising significant influence over the Company

SELCO International Limited

(iv) Enterprise controlled by the Company Pirpainti Bijlee Company Private Limited. Buxar Bijlee Company Private Limited. Lakhi Sarai Company Private Limited. Patna Waste Management Company Private Limited. Ahmadabad Waste Management Company Private Limited. Udaipur Waste Processing Company Private Limited.

East Delhi Waste Processing Company Private Limited b) Summary of transaction with the above related party is as follows:

(Amount in Rupees) Particulars Year Ended

2009 Year Ended

2008 i) Share Application Money received pending allotment

- Enterprise that control the company – DIAL

ii) Amount received on sale of investment - Pirpainti Bijlee Company Private Limited - Buxar Bijlee Company Private Limited - Lakhi Sarai Company Private Limited

6,13,03,166

100,000 100,000 100,000

--

-- -- --

2. The company has entered into certain operating lease agreements and an amount of Rs.20,000 (2008 -.Nil ) paid under such

agreements has been disclosed as rent under Schedule 2 “Expenditure during construction period pending allocation (net)”.



2009


2008 Nominal Value of Equity Shares (Rs. per Share) 10.00 10.00 Profit /(Loss) after Taxation (Rupees in lacs) (3.33) NA Weighted average number of Equity Shares considered for Basic EPS 10000 NA Weighted average number of Equity Shares considered for Diluted EPS 6140317 NA

EPS – Basic (Rupees) (33.36) NA EPS -Diluted (Rupees) NA NA

Since diluted EPS is anti dilutive due to losses, the same has not been disclosed.

4. Additional information pursuant to paras 3, 4, 4A, 4B, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956 to the extent “Nil” or “Not Applicable” has not been furnished.

5. Previous period’s figures have been regrouped / reclassified wherever necessary to conform to those of the current year.


Sd/- Sd/- Place: New Delhi K. Narayana Rao M.S. Narayanan Date: May 16, 2009 Director Director


Regd.Office : New Udaan Bhawan, Opp. Terminal 3, IGI Airport, New Delhi-110 037

NOTICE TO THE MEMBERS Notice is hereby given that the Fifth Annual General Meeting of the Company will be held on Wednesday, August 24, 2011, at 11.30 a.m. at New Udaan Bhawan, Opp.Terminal-3, Indira Gandhi International Airport, New Delhi - 110 037, to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2011 and


2. To appoint a director in place of Mr.G.M.Rao, who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint a director in place of Mr.R.S.S.L.N.Bhaskarudu, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a director in place of Mr.Christoph Hans Nanke, who retires by rotation and being eligible, offers himself for re-appointment.

5. To re-appoint M/s.S.R.Batliboi & Associates, Chartered Accountants, New Delhi and M/s. Brahmayya & Co, Chartered Accountants, Bangalore as the Joint Statutory Auditors of the Company until the conclusion of the next Annual General Meeting of the Company and authorize Board of Directors to fix their remuneration and pass the following resolution as a Special Resolution: RESOLVED THAT pursuant to Section 224A of the Companies Act, 1956, if applicable, M/s.S.R.Batliboi & Associates, Chartered Accountants (Institute of Chartered Accountants of India, Registration No.101049W), New Delhi and M/s. Brahmayya & Co, Chartered Accountants (Institute of Chartered Accountants of India, Registration No.000515S), Bangalore, be and are hereby re-appointed as Joint Statutory Auditors of the Company for the financial year 2011-12, to hold office from the conclusion of this Meeting till the conclusion of the Next Annual General Meeting at such remuneration as may be determined by the Board of Directors.

SPECIAL BUSINESS

6. Appointment of Mr. S.Raheja as a Director


RESOLVED THAT Mr. S. Raheja, who was appointed as an Additional Director of the Company by the Board of Directors and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as a Director, subject to retirement by rotation.

7. Appointment of Mr. V. Somasundaram as a Director To consider and if thought fit, to pass the following resolution, with or without modification, as an Ordinary Resolution:

RESOLVED THAT Mr. V. Somasundaram, who was appointed as an Additional Director of the Company by the Board of Directors and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as a Director, subject to retirement by rotation.

8. Appointment of Mr. Varun Bajpai as a Director To consider and if thought fit, to pass the following resolution, with or without modification, as an Ordinary Resolution:

RESOLVED THAT Mr. Varun Bajpai, who was appointed as an Additional Director of the Company by the Board of Directors and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as a Director, subject to retirement by rotation.

By Order of the Board of Directors

For Delhi International Airport Private Limited Sd/- Place: New Delhi Lalit Satija Date: July 29, 2011 Company Secretary

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF. A PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY FORM IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. THE RELEVANT EXPLANATORY STATEMENT UNDER SECTION 173 OF

THE COMPANIES ACT, 1956 IN RESPECT OF SPECIAL BUSINESS UNDER ITEM NO. 6, 7 & 8, IS ANNEXED HERETO.

ANNEXURE TO NOTICE

Explanatory Statement pursuant to Section 173 of the Companies Act, 1956 Item No. 6 Mr.S.Raheja was appointed as an Additional Director by the Board of Directors on October 25, 2010. He holds office as Director upto the date of the ensuing Annual General Meeting. Notice under Section 257 of the Companies Act, 1956, along with necessary deposit, has been received from a member of the Company proposing the candidature of Mr.S.Raheja as a Director. Board recommends the resolution for the approval of members as an Ordinary Resolution. None of the Directors except Mr.S.Raheja is concerned or interested in the resolution. Item No. 7 Mr. V. Somasundaram was appointed as an Additional Director by the Board of Directors on June 1, 2011. He holds office as Director upto the date of the ensuing Annual General Meeting. Notice under Section 257 of the Companies Act, 1956, along with necessary deposit, has been received from a member of the Company proposing the candidature of Mr. V. Somasundaram as a Director. Board recommends the resolution for the approval of members as an Ordinary Resolution. None of the Directors except Mr. V. Somasundaram is concerned or interested in the resolution. Item No. 8 Mr. Varun Bajpai was appointed as an Additional Director by the Board of Directors on July 25, 2011. He holds office as Director upto the date of the ensuing Annual General Meeting. Notice under Section 257 of the Companies Act, 1956, along with necessary deposit, has been received from a member of the Company proposing the candidature of Mr.Varun Bajpai as a Director. Board recommends the resolution for the approval of members as an Ordinary Resolution. None of the Directors except Mr. Varun Bajpai is concerned or interested in the resolution.

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED Regd. Office : New Udaan Bhawan, Opp. Terminal 3, IGI Airport, New Delhi 110 037

REPORT OF THE DIRECTORS FOR THE FINANCIAL YEAR ENDED MARCH 31, 2011 Your Directors have pleasure in presenting the Fifth Annual Report and the Audited Accounts for the Financial Year ended March 31, 2011, together with the Auditors Report thereon. Financial Results

(Rs. in crores) Particulars

Financial year ended March 31, 2011 March 31, 2010

Income from Operations 1243.15 1153.27Other Income 18.52 18.56Gross Revenue 1261.67 1171.83Less: Annual Fee Paid/Payable to Airports Authority of India

577.27 538.92

Net Revenue 684.40 632.91Operating Expenses 277.65 183.50Personnel Expenses 139.34 101.66Administration and Other Expenses 145.08 84.99Profit before Interest and Depreciation 122.33 262.76Finance Expenses 331.73 129.29Depreciation and Amortisation 268.36 116.64Profit/(Loss) before taxation (477.76) 16.83Provision for taxation - (expenses)/income

27.56 3.06

Profit/(Loss) After Taxation (450.20) 19.89Profit brought forward from previous period

82.39 62.50

Amount available for appropriation (367.81) 82.39Appropriation Surplus carried to Balance Sheet (367.81) 82.39Earnings Per Share (in Rs) - Basic (3.57) 0.17- Diluted (3.57) 0.08

Appropriations The Company does not propose to declare dividend for the financial year 2010-11. The Profit & Loss account has a debit balance of Rs. 367.81 crores in the Balance Sheet. Finance The total debt for the project comprises of Rupee Term Loan to the extent of Rs.3,650 Crores, ECB of US$ 350 million equivalent to Rs.1,616 Crores and first phase of Development Fees (DF) of Rs.1,827 Crores. The Company has concluded the entire disbursements for the project except the proposed Additional Development Fees of Rs.1,793 Crores which is pending with

Airports Economic Regulatory Authority of India (AERA) for approval. The Company has availed short term loans to the extent of Rs.450 Crores pending approval and securitization of Additional Development Fees of Rs.1,793 Crores. In March’2011, the Company allotted 125 Crore Equity Shares of Rs.10/- each, at par to the shareholders of the Company on rights basis, against the shareholders advance of Rs.1250 Crores, thereby increasing the paid up share capital to Rs.2,450 Crores. Three Public Interest Litigation’s (PIL’s) were filed in Delhi High Court challenging the levy of DF by the Company which were later dismissed by Hon’ble High Court of Delhi. The matter went in appeal before Supreme Court and on April 26, 2011, the Hon’ble Supreme Court passed its judgment on the matter and allowed the appeals with some directions. In terms of the judgment, the Company has to account to the Airports Authority of India (AAI) the DF collected till April 26, 2011 and AAI would ensure that the DF levied and collected by the Company has been utilized purely for the purpose of financing the costs of upgradation, expansion or development of IGI Airport. It was further directed that any DF that may be levied and collected by the Company after April 26, 2011 under the authority of order passed by AERA, shall be credited to the AAI and would be utilized for the purpose of financing the costs of upgradation, expansion or development of IGI Airport or other specified purposes under Section 22A of the Airports Authority of India Act, 1994 in the manner to be prescribed by the rules which should be made as early as possible. Further, in response to a PIL challenging the Public Notice dated April 23, 2010 issued by AERA, Hon’ble High Court of Delhi passed an Order on June 1, 2011, which held that: AERA’s Public Notice dated April 23, 2010 allowing levy and collection of DF was only an

ad-hoc order/direction. Petitioners had adequate and efficacious alternative remedy to appeal before the AERA

Appellate Tribunal under Section 18(2) of the AERA Act. Till the application for stay is dealt with by the AERA Appellate Tribunal, the Public Notice

dated April 23, 2010 shall not be given effect to (i.e. no levy and collection of DF from embarking passengers at IGI Airport from June 1, 2011).

Status on Airport Development Terminal 3 The following milestones have been achieved as on March 31, 2011:

Inauguration by Hon’ble Prime Minister of India on July 3, 2010 International Operations commenced on July 28, 2010 Domestic Operations commenced on November 14, 2010 Transit Hotel with 56 Rooms for International and 37 for Domestic passengers is

completed and will be opened shortly on receipt of BCAS (Bureau of Civil Aviation Security) approval

Awarded Gold rating by IGBC LEED Certification for Green Building Airport Operations The major highlights of key activities / initiatives of the airport operations during the year were as under:

Successfully conducted ORAT trials Successful handling of Commonwealth Games and Haj flights Successful handling of Libya Evacuation flights – Appreciated by Union Government Renewal of Aerodrome Licence Completion of Recarpeting of Runway 10/28 and Recommissioning Commissioning of Airport Metro Express Line Formulation of Airport Emergency Plan and Bomb Threat Contingency Plan Development of ‘Competency Standards’ for all airside Company employees [Directorate

General of Civil Aviation (DGCA) requirement] Initiated Monitoring of Runway movement of General Aviation and Indian Air Force

aircraft to determine realistic Runway Peak Hour Movement Mix mode operations – Runway Utilization Safety assessment conducted, in accordance with DGCA licensing conditions, for

commissioning of 11 new stands at apron 35 in coordination with various agencies 40 convex mirrors being installed at major intersections to prevent accidents between

vehicles and trolley trains etc. 500 Delineators installed near drains at Terminal-3 to prevent vehicles from falling into

the drains during Fog/night. Traffic

Delhi Airport ranks 44th of world’s top 100 International Airports and the busiest and fastest growing airport of the country. During the year 2010-11, Delhi airport handled 29.94 million passengers and ranks at the top in the total passengers handled category surpassing Mumbai airport (29.07 million). Aircraft movement and Cargo handling also saw a positive growth of 10.58% and 20.31% respectively over 2009-10. The Delhi airport connects 54 destinations all over the world with operations of 60 international airlines. In the domestic sector, there are twelve (10 Passenger Airlines and 2 Cargo) scheduled airlines operating to 5 major trunk routes (Mumbai, Chennai, Kolkata, Bangalore & Hyderabad) and 39 other major cities.

Safety, Health & Environment (SHE) management

Safety Management

A systematic and proactive approach towards Safety Management at IGI Airport remained the key focus during the period. Phase wise implementation of Safety Management System, as described in Civil Aviation Requirements (CAR) from DGCA, is being carried out. Requirements of first phase are already submitted to DGCA and the progress against the second phase is reviewed on GANTT chart and periodically reviewed by DGCA. The Company is approaching towards certification of OHSAS 18001:2007. A gap analysis was conducted to understand the gap between the requirements of OHSAS 18001 and the civil aviation requirements. Accordingly the Company safety management system has been revised to meet requirements of CAR along with the requirements of OHSAS 18001:2007. This shall help in ensuring compliance with legal and other requirements along with risk management. As a management of change process, Safety and Risk Assessments were carried out for all the significant changes, which may affect the safety of operations at IGI Airport; a few of them

include Terminal-3 operational transition, and introduction of Code F Aircraft operations at IGI Airport. Emergency Planning A comprehensive and robust system of handling emergencies at IGI Airport exists in the form of ‘Delhi Airport Emergency Plan’ (DAEP). This was recently updated to exclude the now defunct terminals i.e. international terminal T-2 and domestic terminal T-1A and include the newly commissioned integrated Terminal-3. Emergency mock drills in form of ‘Table top’ and Full scale exercises are routinely carried out both, in Terminals and Airside, as per the DGCA requirements to test the efficacy and currency of the emergency systems.

Environment Management

The Company is committed to conduct its business in an environment friendly and sustainable manner at IGI Airport by minimising the impact of its activities on the environment and community. Environment Management is an integral part of the business strategy towards achieving credibility and business sustainability. During the year under review, the focus was on effective environment management at the airport. The Company liaises frequently with civil authorities and an Airport Environment Management Committee meets regularly to reinforce efforts with the authorities and the community on bird and animal hazard management. An automatic continuous ambient air quality monitoring station was set up by government agencies inside the airport. During the year under review, Company has worked on aspects of noise, solid & hazardous waste, legal compliance, community relations and environmental standards. Company has maintained ISO 14001 Environmental Management System accreditation since 2009 and has been recognized with the Greentech Environmental Excellence Gold Award for the third consecutive year. The new Terminal-3 got certified for Leadership in Energy and Environment Design (LEED) for its energy and environment friendly establishment. The Company is monitoring ambient noise regularly in and around the airport including areas under the takeoff and landing funnels in adjacent communities. The Company has established an aircraft noise monitoring system (ANMS) in order to develop a database of aircraft noise. Monitoring of noise levels will help in formulating future mitigation strategies on noise in parity with the working group on airport noise formed by DGCA. This group is exploring various possibilities and developing feasible measures to reduce excessive noise in the vicinity of IGI airport. Air & Water management is ensured by correct mix of monitoring, analysis, government regulations and guidance. Solid & Hazardous waste are handled as per the applicable rules. New sewage treatment plant was commissioned and made operational and entire treated water is being reused appropriately. Commercial The year 2010-11 began with the commercial opening date for Terminal-3 fast approaching and focus was on final fit out works for the various outlets. Terminal-3 International part was commercially operational on 28th July, 2010 with the largest Airport Retail, F&B and Services offering in the country. Parallely focus was on ensuring readiness for the Terminal-3 domestic operations, which commenced on 14th November, 2010. Terminal-3 is now home to some of the

best brands in the world such as Versace, Mont Blanc, Swarosvki, Samsonite, MCM, McDonalds, Dominos, Citibank, Thomas Cook to name a few. Creating Buzz for the passengers and enhancing the experience has been the focus with the launch of the airport retail brand ‘explore’.

During the year, the major accomplishments were as under:

Delhi Aviation Services Private Limited, a Joint Venture company, successfully commenced business operations of Bridge mounted equipment (BME) services for airlines

Delhi Aviation Fuel Facility Private Limited, another Joint Venture company, took over fuel farm operations smoothly to support T-3 operations

Air Asia (Thai & Malaysia ), NAS Air , EAST Air, Philippines Air and Armavia were the new airlines starting operations

New destination during the year included - Toronto, Melbourne, Milan, Riyadh & Dushanbe, Manila and Yerevan

The Company streamlined fragmented operation of Domestic Cargo at IGI Airport through following initiatives:

Constructed a Common Users Domestic Cargo Terminal (approx 3900 Sqm.) in the vicinity of Cargo Terminal and handed over to Delhi Cargo Service Center Private Limited to operate and maintain it on May 3, 2010.

Five Domestic Airlines (Jet Airways, Kingfisher, Indigo, Spice Jet and Go Air) started operating from this Terminal

On monthly basis, approximately 11,000 tons (inbound and outbound) Cargo is being handled at this facility

Approximately 3100 Sqm. area allotted to Blue Dart to construct their new facility for Domestic Cargo Operation. This operation is running successfully since April’2010 and handling approximately 7500 tons of Cargo on monthly basis.

New Greenfield Cargo Terminal is in advance stage of construction and is most likely to commence its business operation by August 2011.

Quality It is a matter of great pride and honor to report that IGI Airport has consistently improved its ASQ (Airport Service Quality) score from 3.15 in 2008 to 4.16 in 2009 to 4.49 in 2010. ASQ score is a result measured on ‘a Five Point Scale’ on 34 parameters by passenger surveys done at the participating Airports by ACI (Airport Council International) across the world throughout the year. In 2010, IGI Airport has been ranked 12th out of 154 participant Airports in overall category and selected for ACI Director General’s Recognition Award. It has also been rated consecutively 2nd time as the 4th Best Airport in the World in its category. However in the year 2010, it has been upgraded to the category of 25-40 Million Passengers Per Annum which features top ranked Airports of the world like Seoul-Incheon, Singapore-Changi and Honkong & Shanghai Pudong. In the first quarter ASQ results of year 2011, the IGI Airport has achieved very impressive ASQ score of 4.7 which places it at 1st Position amongst all participating Indian Airports and 6th Position worldwide out of 168 airports.

Besides the ASQ achievements, IGI Airport has been conferred with following accolades during the year:

• Terminal-3 of IGI Airport is the first amongst the world's airports to be awarded the LEED NC Gold rating

• Anna.aero Asia-Pacific Annie 2011 Prize for “Airport with The Most New Non-Regional Routes”

• “Best International Project” by British Construction Industry Award (BCIA) for the best International Project among 180 International Projects

• “Best infrastructure award” in KPMG infrastructure awards 2010 • “PPP Project of the Year” in KPMG infrastructure awards 2010 • CNBC Infrastructure Excellence Award 2011

Recognizing the fact that Quality is a journey and not a destination, and in-line with the Group’s directive, IGI Airport has now embarked upon the journey of Business Excellence which is based on the Malcolm & Baldrige Business Excellence Principles. The lean Enterprise drive initiated through DIALean aims at Safety, Best Resource Utilization & Work place Improvement, deploying Toyota Principle of At Source Quality, 5S, KAIZEN, and Management by Wandering About, to name a few amongst many practiced. Human Resources Your company has successfully done the transition of Terminal-3 without any hick-up or delay of scheduled flights of all airlines. The Company has started Business Excellence Programme to take the Company to the next level of excellence in Operation and Performance. Human Resource department started various training initiatives like senior leadership development programme for senior executives and ‘NEXT-GEN’ programme for middle level executives. There is a planned STEP Programme for other employees. To identify and nurture the talent in General Manager and above category executives, talent review programme has been initiated wherein individual development plan for all employees has been made. In order to improve customer satisfaction, DISHA Academy is training all stakeholders like customs, CISF, Taxi drivers and others to improve the image of the Company. After the completion of Terminal-3 project, your company has started capturing all tacit knowledge through ‘Knowledge Management’ initiatives. Knowledge and learning experience of expatriate and other senior executives who worked for Terminal-3 has been video recorded to share it with other employees in the time to come. Subsidiaries The Company had two subsidiaries as on March 31, 2011 - Delhi Aerotropolis Private Limited and East Delhi Waste Processing Company Private Limited. During the year, DIAL Cargo Private Limited (now Delhi Aviation Services Private Limited) ceased to be the subsidiary of the Company. Delhi Aerotropolis Private Limited During the year, Delhi Aerotropolis Private Limited, has not undertaken any activity.

East Delhi Waste Processing Company Private Limited East Delhi Waste Processing Company Private Limited (EDWPCL) was incorporated as a special purpose vehicle for establishment of 10 MW power project using 1300 tons of city garbage coming up at Ghazipur, National Capital Territory of Delhi. However, based on the review of the technical teams on the project, the management of EDWPCL was of the opinion that due to various constraints associated with the project, it was coherent to exit from the aforesaid project in accordance with the terms of the bid documents with no loss or with least possible loss. The Company had signed a Project Implementation & Shareholders Agreement and Share Purchase Agreement in October’ 2010, interalia with IL&FS Energy Development Company Limited (IL&FS), to divest Company‘s equity shareholding in East Delhi Waste Processing Company Private Limited (EDWPCL) in one more tranches in accordance with the terms of the transaction/bid documents. The management and execution of the project would now be undertaken by IL&FS. Documents required under Section 212 of the Companies Act, 1956, in respect of subsidiary companies are attached. Joint Ventures For providing better services to the passengers through a superior control over the business operations, and also for maximizing the value, the Company has joined as a Joint Venture (JV) Partner for key business areas like Duty Free, Cargo, Food & Beverage, IT services, Vehicle Parking Facilities, Fuel Farm, Advertisement and Bridge Mounted Equipments. Accordingly, the Company has taken equity stake ranging from 26% to 50% depending on the nature and size of the business, in the 11 JVs floated for the above said businesses. So far, the Company has invested about Rs.182 Crores towards Equity Capital / Share Application money in the said 11 JVs. One of the Cargo JVs, i.e. Celebi Delhi Cargo Terminal Management India Private Limited had already commenced the operations of international cargo in November’2009. All other JVs commenced business operations during the current financial year 2010-11. Directors Composition and size of the Board of Directors The present Board comprises of the following Directors :

SI. No Name of the Director Representing

1. Mr.G.M. Rao, Chairman Private Participants 2. Mr.Kiran Kumar Grandhi,

Managing Director Private Participants


Private Participants

4. Mr.K.Narayana Rao, Private Participants

Whole-time Director 5. Mr.G.B.S.Raju Private Participants

Alternate Director – Mr. O.Bangaru Raju 6. Mr.G.Subba Rao Private Participants (Independent) 7. Mr.R.S.S.L.N.Bhaskarudu Private Participants (Independent) 8. Mr. Varun Bajpai Private Participants (Independent) 9. Mr.Bashir Ahmad Bin Abdul

Majid Private Participants Alternate Director – Ms.Faizah Binti Khairuddin

10. Mr. Christoph Hans Nanke Private Participants Alternate Director – Mr. Ansgar Sickert

11. Mr.Alok Sinha Airports Authority of India 12. Mr.S. Raheja Airports Authority of India 13. Mr.V.Somasundaram Airports Authority of India

During the year, Mr.P.Seth and Mr.S.C.Chhatwal, ceased to be Directors of the Company. The Board places on record its deep appreciation for the services rendered by Mr. P.Seth and Mr.S.C.Chhatwal during their tenure as Director of the Company.

Mr.G.M.Rao, Mr.R.S.S.L.N.Bhaskarudu and Mr.Christoph Hans Nanke, retire as Directors at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Mr.S. Raheja, Mr. V.Somasundaram and Mr. Varun Bajpai were appointed as Additional Directors by the Board of Directors and notice has been received under Section 257 of the Companies Act, 1956 for their appointment as Director of the Company.

Audit Committee The Audit Committee, presently, comprises of the following Directors:

Sl. No Name of Director 1. Mr. G.Subba Rao, Chairman 2. Mr. G.B.S.Raju 3. Mr. R.S.S.L.N.Bhaskarudu 4. Mr. V. Somasundaram 5. Mr. Christoph Hans Nanke

Remuneration Committee

Presently the Remuneration Committee comprises of the following Directors:

Sl. No Name of Director 1. Mr. G.Subba Rao 2. Mr. Alok Sinha 3. Mr. Christoph Hans Nanke

Share Allotment, Transfer & Grievance Committee The Share Allotment, Transfer & Grievance Committee comprises of the following Directors:

Sl. No Name of Director 1. Mr.Kiran Kumar Grandhi 2. Mr.Srinivas Bommidala 3. Mr.K.Narayana Rao 4. Mr.G.Subba Rao 5. Mr. V.Somasundaram 6. Mr. Christoph Hans Nanke



2. That the directors have selected such accounting policies and applied them consistently

and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2011 and of the loss of the Company for that period;

3. That the directors have taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the directors have prepared the accounts for the financial year ended March 31,

2011 on a ‘going concern’ basis. Auditors and Auditors’ Report M/s.S.R.Batliboi & Associates, Chartered Accountants, New Delhi and M/s. Brahmayya & Co, Chartered Accountants, Bangalore, Joint Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for re-appointment as Joint Statutory Auditors and have confirmed that their appointment, if made, will be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. There are no qualifications or adverse remarks in the Auditors’ Report except for the following: Auditors’ qualification under para 5 of the Auditors’ Report relating to Accounting / utilization

of custom duty credit scrips has been suitably explained in Note 19 of Schedule 22 of the Annual Accounts of the Company, for the Financial Year 2010-11.

With respect to the Auditors’ comment in clause (i)(a) and clause (i)(b) of the Annexure to the Auditors’ Report, the Board submits as under:

The Company has appointed KPMG for capitalization and physical verification of assets at Terminal 3 & creation of Fixed Assets Register. Till March, 2011, KPMG had physically verified approx. 24,000 assets on site. The entire process of physical verification of assets could not be completed due to pending finalisation of quantities & values under change orders. The Company is in process of finalisation of change orders, after completion of which, actual quantities & value of the assets will be available. After discussion with technical team, KPMG assignment was temporary suspended till the finalisation of change orders quantities. KPMG will resume assignment shortly. Necessary records including value of assets, quantitative details & situation of fixed assets will be updated upon finalisation of change orders quantities with values and completion of physical verification of remaining quantities of assets.

With respect to the Auditors’ comment in clause (ii) of the Annexure to the Auditors’ Report, the Board wish to inform that the physical verification of the inventory for the financial year 2010-11 was done, but was not carried out in structured manner due to implementation of Terminal 3 project and migration of SAP software to central database at Bangalore.

However, the Company has already taken effective steps and strengthened the procedure for proper physical verification of the inventory on quarterly basis, commensurate with the size and nature of business and due to same, the physical verification for quarter ended June 30, 2011 has been completed satisfactorily and documented.

With respect to the Auditors’ comment in clause (iv) of the Annexure to the Auditors’ Report, the Board wish to inform that the Company had already strengthened the internal control system for maintaining vendor database and periodic vendor balance reconciliation in relation to purchase of fixed assets. The Company had streamlined the purchase and capitalization of fixed assets and is monitoring the same on month-on-month basis. Vendor database is being monitored thoroughly and periodic reconciliation of the top ten operational vendors was taken for the quarter ended June 30, 2011 and going forward, the management will take the periodic reconciliation in a phased manner.

With respect to the Auditors’ comment in clause (x) of the Annexure to the Auditors’ Report, the Board wish to inform that the loss in financial year 2010-11 was mainly driven by higher interest cost and depreciation charged on account of Terminal 3 capitalization, which is non-recurring in nature and outside the control of the Company.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo The particulars as required under sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, are set out in the annexure included in this report.

Particulars of Employees Particulars to be furnished under Section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, are set out in the annexure included in this report. Corporate Social Responsibility The Corporate Social Responsibility (CSR) Unit of the Company has been working with the communities neighboring IGI Airport in Mehramnagar and Savda Ghevra, the resettlement colony where illegal encroachers from Airport land were rehabilitated. Recognizing the importance of quality Early Childhood Education in the holistic development of the children, the CSR unit is running 4 Bala Badis (Pre-schools for the children of 3-5 year age group) covering about 100 children. Besides providing regular learning and recreational activities, nutrition supplements are also provided to the children at these centers. The CSR unit is running a Toy Library (Khilona Ghar) for the children of the Savda Ghevra Communities and more than 400 children are benefitting through this library. A “Kid Smart Centre” was established in MCD Primary school of Savda Ghevra colony to create joyful learning environment for the underprivileged children studying at this school. Specially designed computer systems and programs have been provided by IBM for this centre. In an effort to provide health care facilities to the residents of the Resettlement Colony, a full-fledged regular dispensary is being run. The prescribed medicines are also provided to the patients at free of cost. Every Sunday, the dispensary turns into a centre of health care for women and children with the visit of a Gynecologist. Around 1000 people benefit from this clinic every month. In addition to this, regular immunization services for the children are also provided. Number of awareness programs are organized for the community on health and hygiene related issues. Vocational training for unemployed and drop-out youth is a major thrust area of work of Company’s CSR activities. Started in September 2009, the Centre for Empowerment and Livelihoods-Delhi, is engaged in imparting vocational skill trainings for dropout youth from socially and economically marginalized communities. The training centre, which is currently based at the Cargo Disposal Unit in the IGI airport area, during the year ran three types of training courses - Basic Electrical, Basic Computer and Cargo handling, each with a duration of three months. It has trained more than 380 youth so far out of whom approximately 325 youth have got placements at different companies. One Self Help Group of differently-abled youth has been formed to run a Candle Making Unit at Savda Ghevra. One Stitching and Tailoring Centre has been set up in Mehramnagar in collaboration with USHA International. A six month certificate course is conducted for the girls and women. The centre also offers beautician training. Another significant initiative is a community based rehabilitation programme for differently-abled which is helping around 200 differently-abled people from Savda Ghevra Colony. As a part of this initiative, the CSR unit has established Samarth, a resource centre for differently-abled to provide institutional services like special education, after-learning support and basic physiotherapeutic care. Apart from sensitizing the community and training to the care givers, the CSR unit also provided Aids and Appliances and artificial limbs to 95 differently-abled children and people with support from Kiwanis Artificial Limb Center, Delhi.

Acknowledgement Your Directors take this opportunity to express their sincere thanks and gratitude to the Government of India, Government of National Capital Territory of Delhi, Ministry of Civil Aviation, Airports Authority of India, Airports Economic Regulatory Authority, Directorate General of Civil Aviation, Bureau of Civil Aviation Services, Airlines, CISF and other agencies, users and customers of the Airport, Bankers and Financial Institutions to the project, GMR Group, Fraport AG Frankfurt Airport Services Worldwide and Malaysia Airports, for their co-operation. Your Directors place on record their sincere appreciation of the contributions made by the employees at all levels through their hard work, dedication, solidarity and support. For and on behalf of the Board of Directors Sd/- Sd/- Kiran Kumar Grandhi K.Narayana Rao Managing Director Whole-Time Director Place: New Delhi Date: July 29, 2011

Annexure to the Report of the Directors Particulars pursuant to Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 Conservation of Energy A. Energy Conservation Measures Taken in the year 1. Conversion of 100 w taxiway centre line lights to 45 w light fixtures- initial phase

implemented 2. Conversion of 200 w Runway edge lights to 150 w light fixtures 3. Conversion of 200 w Runway centre line lights to 2 x 45 w light fixtures 4. Separate Circuit for Runway Guard Lights 5. Motion Sensors installed in the office building for lighting and HVAC 6. Timers/ photo sensors installed for external lighting 7. Water level controllers installed for OHT in T-1 area 8. Mapping of energy meters with concessionaires carried out in most of the areas 9. Installation of sensors in T-1C VIP Lounge, T1-D Reserve Lounge. 10. Remote monitoring of HT meters – initial phase

B. Additional Investment and proposal, if any, being implemented for reduction in

consumption of energy 1. Implementation of LED lighting in perimeter lighting – in trial phase 2. Automatic operation of bore wells in T-1/2 area 3. UPS for taxiway lighting (some sections which are fed from one substation) 4. Remote monitoring of meters of high energy consuming units 5. LED type lighting for taxiways – in trial phase

Technology absorption, adaptation and innovation The Company is not engaged in any manufacturing activity and therefore these particulars are not applicable. Foreign Exchange Earnings and Outgo Information regarding Foreign Exchange Earnings and outgo is given in item no.13 of the Notes to Accounts.

Name of Company Delhi Aerotropolis Private Ltd East Delhi Waste Processing Company Private Limited

1 Financial Year of Subsidiary 1st April 2010 to 31st March 2011 1st April 2010 to 31st March 2011

2 Date from which they became subsidiary Companies.May 22, 2007 January 8, 2009


a) Number and Face Value 1,00,000 Equity Shares of Rs.10 each 8,160 Equity Shares of Rs.10 each

b) Extent of Holding100.00% 51.00%

4 Net Aggregate amount of profit/(losses) of the Subsidiary for the above Financial Year so far as it concerns members of Delhi International Airport Private Ltd for the year ended 31st March 2011

Dealt with in the accounts of Delhi International Airport Private Limited for the year ended 31st March 2011 Nil Nil

Not dealt with in the accounts of Delhi International Airport Private Limited for the year ended 31st March 2011 (in Rupees)

(6,52,510) (25,12,615)


Dealt with in the accounts of Delhi International Airport Private Limited Nil Nil

Not dealt with in the accounts of Delhi International Airport Private Limited (in Rupees) Nil (1,70,146)


Sd/- Sd/- Sd/-

Kiran Kumar Grandhi K. Narayana Rao M Mohan Rao

Managing Director Whole Time Director Chief Financial Officer

Sd/-

Lalit Satija

Company Secretary

Date : May 9, 2011

Place : New Delhi



S.R. Batliboi & Associates Chartered Accountants 12th & 13th Floor, “UB City”, Canberra Block No. 24, Vittal Mallya Road, Bangalore – 56000, India.

Brahmayya & Co. Chartered Accountants 10/2, Khivraj Mansion Kasturba Road, Bangalore, Karnataka 560 001

Auditors’ Report To The Members of Delhi International Airport Private Limited

1. We have audited the attached Balance Sheet of Delhi International Airport Private Limited (‘the Company’) as at March 31, 2011 and also the Profit and Loss account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor’s Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Without qualifying our opinion, we draw attention to Note 16 of Schedule 22 to the financial statements. The Company is in the process of reconciling the balances with its vendors in relation to the cost of Terminal 3 capitalized during the current year. Pending such reconciliation, the Company has done such capitalization on the basis of its best estimate.

5. As explained in Note 19 of Schedule 22 to the financial statements, the Company has during the year utilized custom duty credit scrip amounting to Rs 24.09 Crores (during the year ended March 31, 2010: Rs 65.01 Crores) against payment of import duty on fixed assets (including capital work in progress) and as at year end is entitled for further custom duty credit scrip and expected to be utilized amounting to Rs 1.78 Crores (March 31 2010: Rs 16.54 Crores). The Company is recording fixed assets (including capital work in progress) imported at net amount i.e. it is not recording any income in relation to custom duty credit scrip entitlements and is adjusting it to fixed assets (including capital work in progress) upon utilization.

In our opinion, the Company should have recorded income and fixed assets (including capital work in progress) purchased on gross basis and further booked a receivable for the year end entitlement of custom duty credit scrip and expected to be utilized of Rs 1.78 Crores (March 31, 2010: 16.54 Crores). If the credit utilized during the year and closing entitlement was recognized as income during the year, the other income would have been higher by Rs 9.33 Crores (during the year ended March 31, 2010: Rs 81.55 Crores), gross fixed assets (including capital work in progress) would have been higher by Rs 89.10 Crores (March 31,

2010: Rs 65.01 Crores), loans and advances would have been higher by Rs 1.78 Crores (March 31, 2010: Rs 16.54 Crores). However, the management has not determined other consequential effects of this matter with respect to depreciation and other items. Pending determination of such other consequential effects, we are unable to determine the further impact of this matter on these financial statements. Our audit report on the financial statements for the year ended March 31, 2010 was modified accordingly.

6. Further to our comments in the Annexure referred to above, we report that:

i. Subject to the matter stated in paragraph 5 above, 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;

ii. Subject to the matter stated in paragraph 5 above, in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv. Subject to the matter stated in paragraph 5 above, in our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v. On the basis of the written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi. Subject to the matter stated in paragraph 5 above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, 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, 2011;

b) in the case of the profit and loss account, of the loss for the year ended on that date; and

c) in the case of cash flow statement, of the cash flows for the year ended on that date.

For S.R. Batliboi & Associates Firm registration number: 101049W Chartered Accountants Sd/- per Sunil Bhumralkar Partner Membership No.: 35141 Place : New Delhi Date : May 09, 2011

For Brahmayya & Co. Firm registration number: 000515S Chartered Accountants Sd/- per G Srinivas Partner Membership No.: 86761 Place : New Delhi Date : May 09, 2011

Annexure referred to in paragraph 3 of our report of even date Re: Delhi International Airport Private Limited (‘the Company’) (i) (a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets. However, with respect to Terminal 3 and other related assets capitalised during the year, the Company is in the process of updating the necessary records. (b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In the absence of updated fixed assets records, we are unable to determine whether there were any discrepancies between physical count and book records. (c) There was no substantial disposal of fixed assets during the year.

(ii) The management has not conducted physical verification of inventory during the current

year; however physical verification of inventory was conducted by the management subsequent to the balance sheet date. The procedures of physical verification of inventory followed by the management needs to be further strengthened in relation to its size and nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed during physical verification of inventory.

(iii) (a) 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 and hence clause (iii) (a) to (d) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable.

(b) As informed, 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 and hence clause (iii) (e) to (g) of the Companies (Auditor’s Report) Order, 2003 (as amended) are 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 sale of services and for the purchase of inventory. However, the internal control system for purchases of fixed assets needs to be further strengthened in respect of maintaining vendor database and periodic vendor balance reconciliation. In our opinion there is no continuing failure to correct major weakness in the internal control system during the year. The Company’s business does not involve sale of goods.

(v) (a) According to the information and explanations provided by the management, we are of

the opinion that there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(b) As there are no transactions required to be entered into the register maintained under

section 301 of the Companies Act, 1956, hence requirement of clause (v) (b) of the

Companies (Auditor’s Report) Order, 2003 (as amended) is not applicable to the Company.

(vi) The Company has not accepted any deposits from the public. Therefore, the provisions of clause 4(vi) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size

and nature of its business. (viii) To the best of our knowledge and as explained, the Central Government has not

prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the services of the Company.

(ix) (a) According to the information and explanations given to us and records of the

Company examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it. The provisions of investor education and protection fund are not applicable to the Company. Further, since the Central Government has till date not prescribed the amount of cess payable under section 441 A of the Companies Act,1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to information and explanations given to us, the dues outstanding of

income-tax on account of dispute, are as follows: Name of the

statute Nature of dues Amount Period to

which the amount relates

Forum where dispute is pending

Income Tax Act, 1961

Taxability of Passenger Service Fees (Security component), Disallowances on account of capital expenditure, non deduction of TDS, nonpayment of gratuity and Rule 8D

Rs. 76.13 Crores*

Assessment Year: 2008-09

Commissioner of Income Tax Appeals

* The Company had paid the entire amount of Rs 76.13 Crores under protest, including an amount of Rs. 33.23 Crores related to taxability of Passenger Service Fees (Security Component).

(x) The Company’s accumulated losses at the end of the financial year are less than fifty per

cent of its net worth. The Company has incurred cash losses in the current year; however, the Company has not incurred cash losses in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the

management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on the documents

and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society.

Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures

and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an 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 investment.

(xviii) 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. (xix) The Company did not have any outstanding debentures during the year. (xx) The Company has not raised any money through a public issue during the year.

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

view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.R. Batliboi & Associates Firm registration number: 101049W Chartered Accountants Sd/- per Sunil Bhumralkar Partner Membership No.: 35141 Place : New Delhi Date : May 09, 2011

For Brahmayya & Co. Firm registration number: 000515S Chartered Accountants Sd/- per G Srinivas Partner Membership No.: 86761 Place : New Delhi Date : May 09, 2011

(Rupees in Crores)

SOURCES OF FUNDSShareholders’ fundsShare capital 1 2,450.00 1,200.00 Share application money - 1,250.00 Reserve and surplus 2 - 82.39

2,450.00 2,532.39 Loan fundsSecured loans 3 6,058.53 6,638.92 Unsecured loans 4 2,729.76 1,934.98

8,788.29 8,573.90 Deferred tax liability (Net) 5 - 27.56

Total 11,238.29 11,133.85

APPLICATION OF FUNDS Fixed assets Gross Block 6 10,284.44 2,618.86 Less : Accumulated depreciation 426.23 164.99 Net block 9,858.21 2,453.87 Capital work-in-progress including capital advances 195.58 7,859.42 Less: Development fund - 525.74

10,053.79 9,787.55 Intangible assets (Net) 7 427.07 435.27

Investments 8 301.10 942.92

Current assets, loans and advances

Interest accrued on investment 2.71 1.24 Inventories 9 2.72 4.71 Sundry debtors 10 216.99 176.11 Cash and bank balances 11 290.09 146.59 Other current assets 12 819 28 136 15


Schedule As at March 31, 2011 As at March 31, 2010

Other current assets 12 819.28 136.15 Loans and advances 13 429.02 412.32

(A) 1,760.81 877.12 Less : Current liabilities and provisions 14Current liabilities 1,530.52 734.70 Provisions 141.77 174.31

(B) 1,672.29 909.01 Net current assets /(liability) (A-B) 88.52 (31.89)

Profit and Loss account 367.81 - Total 11,238.29 11,133.85

Notes to Accounts 22

As per our report of even date

For S.R. Batliboi & Associates For Brahmayya & Co.,Firm Reg. No. : 101049W Firm Reg. No. : 000515SChartered Accountants Chartered Accountants

Sd/- Sd/-per Sunil Bhumralkar per G. SrinivasPartner PartnerMembership no: 35141 Membership no: 86761Place : New Delhi Place : New DelhiDate : May 09, 2011 Date : May 09, 2011


Sd/- Sd/- Sd/-Kiran Kumar Grandhi K. Narayana Rao M Mohan RaoManaging Director Whole Time Director Chief Financial Officer

Sd/-Lalit SatijaCompany Secretary


The schedules referred to above and notes to accounts form an integral part of the Balance Sheet

(Rupees in Crores)

ScheduleFor the year ended

March 31, 2011 For the year ended

March 31, 2010

Income

Income from services 15 1,243.15 1,153.27 Other income 16 18.52 18.56 Gross income 1,261.67 1,171.83 Less: Annual Fee to Airports Authority of India (AAI) 577.27 538.92 Net Income 684.40 632.91

Expenditure

Personnel expenses 17 139.34 101.66 Operating expenses 18 277.65 183.50 Administration and other expenses 19 145.08 84.99

562.07 370.15

122.33 262.76

Financial expenses 20 331.73 129.29 Depreciation/Amortisation 6,7 268.36 116.64

600.09 245.93

Profit /(Loss) before taxation (477.76) 16.83 Provision for taxCurrent tax - (2.86) Less: MAT credit - 2.86 Deferred tax credit 27.56 2.74 Fringe benefit tax - 0.32 Total tax income 27.56 3.06

Particulars

Profit before interest and depreciation

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITEDProfit and Loss Account for the year ended March 31, 2011

Profit/(Loss) after taxation (450.20) 19.89 Balance brought forward 82.39 62.50

Balance carried to Balance Sheet (367.81) 82.39

Earnings/(Loss) per share (in Rs) 21Basic (3.57) 0.17 [Nominal value of shares Rs 10 (March 2010 : Rs 10)]Diluted (3.57) 0.08 [Nominal value of shares Rs 10 (March 2010 : Rs 10)]

Notes to the Accounts 22The schedules referred to above and notes to accounts form an integral part of the Profit and Loss Account

- As per our report of even date







(Rupees in Crores)

Schedule 1Share CapitalAuthorised 3,000,000,000 (March 2010: 2,000,000,000) Equity shares of Rs 10 each 3,000.00 2,000.00

Issued, Subscribed and Paid up 2,450.00 1,200.00

2,450.00 1,200.00

Schedule 2Reserve and surplusProfit and Loss Account - 82.39

- 82.39

Schedule 3Secured loansTerm loan from

3,728.63 4,284.44 - External commercial borrowings 1,579.90 1,604.48

750.00 750.00

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITEDSchedules forming part of the Balance Sheet as at March 31, 2011

- Financial institutions

(1)[Out of above, Rs 5,229.90 Crores (March 2010: Rs 5,252.48 Crores) have been secured by pari passu charge on all the revenues and receivables of the Company and all the rights, titles, interests, permits in respect of the project documents as detailed in the lenders agreements, to the extent permissible under OMDA and further secured by the pledge of shares of GMR Infrastructure Limited, GMR Energy Limited, GMR Airports Holding Company Limited (Erstwhile GVL Investments Private Limited), Malaysia Airports (Mauritius) Private Limited and Fraport AG


Total


Total

2,450,000,000 (March 2010: 1,200,000,000) Equity shares of Rs 10 each fully paid-up

(Out of the above 1,323,000,000 (March 2010: 648,000,000) Equity Shares, fully paid-up, are held by GMR Infrastructure Limited, the holding company, along with its subsidiaries)

- Banks

6,058.53 6,638.92

Schedule 4Unsecured loans

600.00 440.00 [Due within one year Rs 600 Crores (March 2010: 440 Crores)]Deposits from trade concessionaires and commercial property developers 2,129.76 1,494.98

2,729.76 1,934.98

Schedule 5Deferred tax liability (Net)

Deferred tax liabilities

467.36 203.00 Gross deferred tax liability 467.36 203.00

Unabsorbed depreciation 336.06 127.78 12.92 13.22

Other disallowances 21.10 22.27 Intangibles (Airport Concession rights) 76.93 - Difference in capital work in progress as per tax and financials books 20.35 12.17 Gross deferred tax assets 467.36 175.44

- 27.56

Total

Difference in depreciation as per tax books and financial books (to the extent of deferred tax assets)

(2) There are no loans repayable within one year except development fee loan. Development fee loan is repayable based on actual development fee receipts.

Short term loan from banks

Deferred tax assets

Net deferred tax liability

Total

Frankfurt Airport Services Worldwide, (shareholders of the company). Loan of Rs 828.63 Crores (March 2010: Rs 1,386.44 Crores) is secured against Development fund receipts]

Carry forward of losses

* The Company has timing differences between accounting and tax records which requires accounting for deferred tax assets. Since, there is noevidence of virtual certainty of profit as required by AS 22 "Accounting for Taxes on Income", the management has decided to recognise deferredtax assets only to the extent of deferred tax liability as at March 31, 2011.

Schedule 6

Fixed assets(Rupees in Crores)

Buildings 888.79 5,672.34 - 1,105.54 7.10 5,448.49 38.58 103.89 - 142.47 5,306.02 934.29 Runways and taxiways 1,056.86 498.59 - 70.14 0.44 1,484.87 56.49 51.03 - 107.52 1,377.35 916.29 Plant and machinery 518.23 3,208.92 - 621.05 3.98 3,102.12 35.39 86.57 - 121.96 2,980.16 482.84 Office equipments 30.73 2.60 - 0.01 - 33.32 2.55 1.44 - 3.99 29.33 17.10 Computers 71.96 6.72 - - - 78.68 22.15 11.71 - 33.86 44.82 60.89 Furniture and fixtures 36.13 104.16 - 20.22 0.13 119.94 6.28 5.00 - 11.28 108.66 29.85 Vehicles 16.16 0.86 - - - 17.02 3.55 1.60 - 5.15 11.87 12.61

Total 2,618.86 9,494.19 - 1,816.96 11.65 10,284.44 164.99 261.24 - 426.23 9,858.21 2,453.87

Capital work in progress (refer note 3 below) - - - - - - - - 195.58 7,859.42 (Including Capital advances)Less : Development fund (refer note 4 below) - 525.74

Description

Gross block Depreciation Net block

Foreign exchange adjustment gain

(net)(refer note 5

below)

Development fund

(refer note 6 below)

For the year(refer note 2

below)

As at April 1, 2010


Additions(refer note 1

below)Deletions

As at April 1, 2010



On deletionsAs at

March 31, 2010

As at March 31,

2011

)Total 195.58 7,333.68 Previous year 1,993.95 632.32 7.41 - - 2,618.86 56.90 109.80 1.71 164.99 2,453.87 - Notes:

2. Depreciation for the year includes Rs 1.08 Crores (March 2010 - Rs 0.97 Crores), relating to assets used for development/construction of Terminal 3.3. Capital work in progress includes assets cost to be recovered from joint ventures companies amounting to Rs 72.18 Crores (March 2010 : Rs 283.50 Crores)4. Represents Proportionate Development Fee levied on the passengers to be utilised for the development of Aeronautical Assets.

6. Refer note 2(c) of schedule 22.

Schedule 7Intangible assets (Rupees in Crores)

Airport concessionaire rights 452.58 - - 452.58 17.31 8.20 25.51 427.07 435.27 419.70

Total 452.58 - - 452.58 17.31 8.20 - 25.51 427.07 435.27 419.70 Previous year 195.50 257.08 - 452.58 9.50 7.81 - 17.31 435.27 -


Additions

Amortisation

5. Adjustments on account of foreign exchange gains/losses adjusted from the value of assets vide notification published in Gazette of India no. GSR 225 (E) dated March 31st 2009 issued by Ministry of Company Affairs.


Description As at March 31, 2011


#REF!

Net block

On deletionsAs at April 1,

2010

Gross block

Deletions For the year

1. Addition is net of Rs 9.20 Crores adjusted towards reduction in liability resulted during final settlement with the vendor in respect to Terminal 1D capitalised by the Company during the previous year.

As at April 1, 2010

(Rupees in Crores)


Schedule 8InvestmentsLong term Investments (at cost) - Trade

- In subsidiary companiesDelhi Aerotropolis Private Limited 0.10 0.10 100,000 shares of Rs 10 each (March 2010 : 100,000 shares of Rs pDelhi Aviation Services Private Limited (Formerly DIAL Cargo Private Limited) - 0.10 Nil (March 2010 : 100,000 shares of Rs 10 each)East Delhi Waste Processing Company Private Limited 0.01 0.01 8,160 shares of Rs 10 each (March 2010 : 8,160 shares of Rs 10 each)Delhi Aviation Fuel Facility Private Limited - 0.01 Nil (March 2010 : 6,300 shares of Rs 10 each) - In joint venture companiesDelhi Aviation Services Private Limited (Formerly DIAL Cargo Private Limited) 0.05 - 50,000 shares of Rs 10 each (March 2010 : Nil)Celebi Delhi Cargo Terminal Management India Private Limited 18.72 18.72

Delhi Aviation Fuel Facility Private Limited 42.64 - 42,640,000 shares of Rs 10 each (March 2010 : Nil)Delhi Cargo Service Center Private Limited 9.05 0.00 9,050,600 shares of Rs 10 each (March 2010 : 2,600 shares of Rs 10 each)Delhi Airport Parking Services Private Limited 37.64 0.00 37,644,560 shares of Rs 10 each (March 2010 : 4,990 shares of Rs 10 each)Wipro Airport IT Services Limited 1.30 1.30

Delhi Select Service Hospitality Private Limited 1.60 0.02 1,600,000 shares of Rs 10 each (March 2010 : 20,000 shares of Rs 10 each)Delhi Duty Free Services Private Limited 39.92 0.00 39,920,000 shares of Rs 10 each (March 2010 : 4,990 shares of Rs 10 each)Travel Food services (Delhi Terminal 3) Private Limited 3.20 - 3,200,000 shares of Rs 10 each (March 2010 : Nil)Devyani Food Street Private Limited 1.20 - 400,000 shares of Rs 10 each (March 2010 : Nil)800,000 preference shares of Rs 10 each (March 2010 : Nil)

As at March 31, 2011 As at March 31, 2010

Investment - Subsidiary Companies and Joint Ventures (Unquoted)

18,720,000 shares of Rs 10 each (March 2010 : 18,720,000 shares of Rs 10 each)

1,300,000 shares of Rs 10 each (March 2010 : 1,300,000 shares of Rs 10 each)

, p ( )TIM Delhi Airport Advertising Private Limited 0.02 - 24,950 shares of Rs 10 each (March 2010 : Nil)Current (at lower of cost and market value)Other than Trade - QuotedHDFC cash management fund - treasury advantage growth - 150.03 Nil (March 2010 : 74,318,903.25 units)AXIS Liquid Fund-Institutional - growth - 25.00 Nil (March 2010 : 245,310.81 Units)IDFC cash fund super institutional plan C - growth - 22.17 Nil (March 2010 : 19,806,394.382 Units)IDFC money manager fund - treasury plus growth - 272.75 Nil (March 2010 : 249,808,847.3 Units)

49.72 - 341,315 Units ( March 2010 : Nil)ICICI Prudential flexible - Income premium Growth - 150.03 Nil (March 2010 : 8,759,984.95 units)Birla Sun Life Saving Fund - Institutional growth - 302.68 Nil (March 2010 : 173,407,695.82 units)

Certificate of deposit 95.93 -

301.10 942.92 Total

Aggregate amount of unquoted long term investment Rs 155.45 Crores (March 2010: Rs 20.26 Crores)

Aggregate amount of quoted current investments Rs 145.65 Crores (March 2010 : Rs 922.66Crores) and market value Rs 145.68 Crores (March 2010 : Rs 923.11 Crores)

Franklin Templeton India Treasury Management account-super institutional plan - growth

(Rupees in Crores)


Schedule 9Inventories - (at lower of cost and net realisable value) Stores and spares 2.72 4.71

2.72 4.71

Schedule 10Sundry debtors(Unsecured, considered good)Debts outstanding for period exceeding six months 24.93 21.82 Other debts [refer note 4 (a) of schedule 22] 192.06 154.29

216.99 176.11

Schedule 11Cash and bank balancesCash on hand 0.25 0.18 Balances with scheduled banks - On current accounts 224.81 113.20 - On deposit accounts 65.03 10.04 - On margin money accounts - 23.17

290.09 146.59

Schedule 12Other current assetsDevelopment fund receivable 650.80 - Unbilled revenue 168.48 136.15

819.28 136.15

Schedule 13Loans and advances(Unsecured, considered good)

110.63 52.63

26.14 111.47

Advances recoverable in cash or in kind or for value to be received [refer note 4 (b) of schedule no 22]

Total

Total


Total

Total

Advances towards investment in subsidiaries and joint ventures [refer note 3 (b) of schedule 22]Advance Tax (net of provision) 113.93 42.72 MAT credit entitlement 16.78 16.78 CENVAT credit recievable (Net) 139.41 170.78 Deposits with government authorities 1.00 1.00 Gratuity fund balance (Net) [refer note 9 (b) of schedule 22] 0.81 - Other deposits 20.32 16.94

429.02 412.32

Schedule 14Current Liabilities and Provisions Liabilities

- - 1,032.65 285.82

Book overdraft - 2.24 467.22 401.66

Other liabilities 30.65 44.98 1,530.52 734.70

ProvisionsProvision for Airports Authority of India - Voluntary retirement scheme cost 138.16 170.88 Provision for Employee benefits-Provident fund 0.25 0.00 -Gratuity - 0.05 -Superannuation 0.35 0.26 -Leave encashment 2.98 3.09 Provision for wealth tax 0.03 0.03

141.77 174.31 1,672.29 909.01 Total

Sundry Creditors - (a) total outstanding dues of micro and small enterprises [refer note 12 of schedule 22]

Total

(b) Others

Advances/Deposits from customers [refer note 20 of schedule 22]

(Rupees in Crores)

Schedule 15Income from servicesAirport operationsAeronautical 464.81 422.14 Non aeronautical 560.70 509.44 Commercial property development income 79.05 46.38 Cargo operations 138.59 175.31

1,243.15 1,153.27

Schedule 16Other incomeInterest on deposits 6.52 1.22 [TDS Rs 0.14 Crores ( March 2010 Rs 0.03 Crores)]Income from current investments - non trade 6.02 2.87 Interest on delayed payments - 6.01 Miscellaneous income 0.83 0.87 Tender cost recovery 5.15 7.59

18.52 18.56

Schedule 17Personnel expensesSalaries ,wages and bonus 121.90 74.77 Operation support cost* - 10.38 Contribution to provident and other fund [refer note 9 (a) of schedule 22] 3.57 2.80 Gratuity expense [refer note 9 (b) of schedule 22] 0.38 0.69 Other post employment benefits 2.21 1.81 Staff welfare expenses 11.28 11.21

139.34 101.66 *operation support cost includes personnel support provide by Airports Authority of India during the previous year as per terms of OMDA.

Schedule 18Operating expenses

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITEDSchedules forming part of the Profit and Loss Account for the year ended March 31, 2011

Total

For the year ended March 31, 2010

Total

Total


Operating expensesAirport operator fee 35.91 28.74 Repairs and maintenance:-Buildings 19.84 24.01 -Plant and machinery 45.25 27.05 -Others 6.13 13.87 Power and fuel 60.82 31.21 Insurance 6.23 4.92 Cargo handling and other costs 0.09 13.55 Consumables 1.51 1.12 Security and city side management 11.57 0.45 Information technology and related expenses 38.32 - Other operating expenses 51.98 38.58

277.65 183.50 Total

(Rupees in Crores)

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITEDSchedules forming part of the Profit and Loss Account for the year ended March 31, 2011

Schedule 19Administration and other expensesRent 7.88 8.82 Rates and taxes 0.86 1.08 Legal and professional fees [net of recoveries - Nil (March 2010 : Rs 0.98 Crores)] 66.41 42.19 Printing and stationary 2.35 1.82 Travelling and conveyance 18.00 8.11 Remuneration to Auditors:-Audit fees 0.26 0.26 -Tax audit fees 0.05 0.05 -Certification and other services 0.03 0.11 -Out of pocket expenses 0.03 0.06 Directors' sitting fee 0.08 0.14 Communication expenses 3.81 2.73 Loss / (gain) on exchange fluctuation (Net) 3.31 (0.05) Office maintenance and other expenses 17.33 5.98 Advertisement 2.33 2.52 Loss on sale/discard of fixed assets - 3.55 Bad debts 9.51 - Miscellaneous expenses 12.84 7.62

145.08 84.99

Schedule 20Financial expensesInterest on term loans 322.32 123.26 Other interest 2.19 3.71 Other finance charges 7.22 2.32

331.73 129.29

Schedule 21



Total

Total

Schedule 21(Loss)/earning per shareNet (loss)/profit as per profit and loss account (450.20) 19.89 Weighted average number of equity shares in calculating basic EPS 126.00 120.00 Weighted average number of equity shares in calculating diluted EPS 126.00 245.00 Basic EPS (3.57) 0.17 Diluted EPS (3.57) 0.08

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED SCHEDULE 22: NOTES TO ACCOUNTS 1. Nature of Operations

Delhi International Airport Private Limited (‘DIAL’ or ‘the Company’), was incorporated on March 1, 2006

for managing the operations and modernisation of the Indira Gandhi International Airport (‘Delhi Airport’). GMR Infrastructure Limited along with its subsidiaries holds majority shareholding of the Company. DIAL had entered into Operation, Management and Development Agreement (‘OMDA’) with Airports Authority of India (‘AAI’), which gives DIAL an exclusive right to operate, maintain, develop, modernise and manage the Delhi Airport on a revenue sharing model for an initial term of 30 years, which can be extended by another 30 years on satisfaction of certain terms and conditions pursuant to the provisions of OMDA.

2. Statement on Significant Accounting Policies and Notes to the Accounts

a. Basis of Preparation

The financial statements have been prepared to comply in all material respects with the Accounting Standards notified by Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956 (‘the Act’). The financial statements have been prepared under the historical cost convention on an accrual basis except in case of assets for which provision for impairment is made and revaluation is carried out. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

b. Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

c. Fixed Assets

Fixed Assets are stated at cost, net of cenvat credit and other duty drawbacks less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs and other directly associated cost relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.

Assets under installation or under construction as at the Balance sheet date are shown as Capital Work in Progress. Expenditure including finance charges directly relating to construction activity is capitalised.

Development Fee recoverable as on year end, in terms of order of Ministry of Civil Aviation dated 9th February, 2009 [also vide public notice dated 23rd April 2010 issued by Airports Economic Regulatory Authority (‘AERA’)] towards development of aeronautical assets, is reduced from the cost of those assets. The balance portion of development fee, proportionate to aeronautical assets yet to be developed shall be accrued once the Company is entitled to it.

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED SCHEDULE 22: NOTES TO ACCOUNTS

d. Depreciation

Depreciation is provided using the Straight Line Method as per the useful lives of the assets estimated by the management, or at the rates prescribed under schedule XIV of the Companies Act, 1956 whichever is higher.

Particulars Rates (SLM) Schedule XIVRates (SLM)

Buildings* 3.34% - 10% 3.34%Office Equipment 4.75% 4.75%Plant and Machinery 4.75% 4.75%Runway and Taxiways** 3.34% - 16.67% Not prescribedComputers 16.21% 16.21%Furniture and Fixtures 6.33% 6.33%Vehicles 9.50% 9.50%

Assets costing less than Rs. 5,000 are fully depreciated in the year of acquisition * Includes Compound Wall depreciated at 10% per annum. **Includes rehabilitation cost in respect of Runway number 09-27 and 10-28 depreciated at 16.67% and 5% per annum respectively.

e. Impairment The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

f. Intangibles

Upfront Fee paid as Airport Concessionaire rights and other costs paid to Airports Authority of India pursuant to the terms and conditions of the OMDA are recognized and are amortized over the initial and extended period of OMDA.

g. Leases

Where the Company is the lessee:

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are classified as operating leases. Operating lease payments are recognized as an expense in the Profit and Loss account. Where the Company is the lessor: Assets given under operating leases are included in fixed assets. Lease income is recognized in the Profit and Loss Account on a straight line basis over the lease term. Costs, including depreciation are recognized as an


expense in the Profit and Loss Account. Initial direct costs such as legal costs, brokerage costs etc. are recognized immediately in the Profit and Loss Account.

h. Government Grants Grants and subsidies including duty drawbacks from the government are recognized when there is reasonable assurance that the grant/subsidy will be received/ utilized and all attaching conditions have been complied with. In case of grants related to an asset, the grant amount is deducted from the gross value of the asset concerned in arriving at the carrying amount of the related asset.

i. Investments Investments that are readily realisable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognise a decline, other than temporary, in the value of the investments.

j. Inventories

Inventories are valued at the lower of cost and net realizable value. Cost is determined on a weighted average basis and includes other directly associated cost in bringing the inventories to their present location and condition. Net realizable value is the estimated current procurement price in the ordinary course of business.

k. Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

Income from Services

Revenue from Airport Operations i.e. Aeronautical and Non Aeronautical Operations are recognised on accrual basis, net of service tax, applicable discounts and collection charges, when services are rendered. Aeronautical Operations includes movement and parking of aircraft, operation and maintenance of passenger boarding and other allied services. Non Aeronautical Operations includes granting rights to use land and space primarily for catering to the needs of passengers, air traffic services and air transport services. Revenue from Commercial Property Development rights granted to concessionaires is recognized on accrual basis, as per the terms of agreement with customers. Interest Revenue is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable except interest income received from customers for delayed payments on receipt/acceptance basis.


Annual fee

Annual fee is payable to Airport Authority of India, computed as a percentage of revenue pursuant to the terms and conditions of OMDA entered into with the Airports Authority of India and is recognised as a reduction from gross income.

l. Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

m. Foreign currency translation

Initial Recognition Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. Conversion Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

Exchange Differences

Exchange differences arising on the settlement of monetary items, or on reporting such monetary items of company at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise. Forward Exchange Contracts not intended for trading or speculations purposes The premium or discount arising at the inception of the forward exchange contracts is amortised as expense or income over the life of the contract. Exchange differences on such contracts are recognized in the statement of Profit and Loss in the year in which the exchange rate change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recoginsed as income or expense for the year. However, exchange difference in respect of accounting period commencing on or after 7th December 2006 arising on the forward exchange contract undertaken to hedge the long term foreign currency monetary item, in so far as they relate to the depreciable capital asset, are added to or deducted from the cost of asset.


n. Retirement and other employee benefits:

i. Retirement benefit in the form of Provident Fund is a defined benefit scheme. The Company contributes a portion of contribution to the DIAL Employees Provident Fund Trust. The remaining portion is contributed to the government administered pension fund. The Company has an obligation to make good the shortfall, if any, between the return from the investments of the trust and the notified interest rate. As such, the amount to the extent of loss in DIAL Employees Provident Fund Trust financial statements, if any, is accounted by the Company as provident fund cost. ii. Retirement benefits in the form of Superannuation Fund and Employee State Insurance is a defined contribution scheme and the contributions are charged to the Profit and Loss Account of the year when the contributions to the respective funds are due. There are no other obligations other than the contribution payable to the respective trusts.

iii. Gratuity liability is defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance company in the form of a qualifying insurance policy.

iv. Short term compensated absences are provided for based on estimates. Long term compensated absences are provided for based on actuarial valuation. The actuarial valuation is done as per projected unit credit method. v. Actuarial gains/losses are immediately taken to profit and loss account and are not deferred.

o. Income taxes

Tax expense comprises current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India. Deferred income taxes reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits.

At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available


MAT credit is recognised 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 Minimum Alternative Tax (MAT) credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in Guidance Note issued by the Institute of Chartered Accountants of India (ICAI), the said asset is created by way of a credit to the profit and loss account and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal income tax during the specified period.

p. Segment information The Company has only one reportable business segment, which is operations of Airport and allied services and operates in a single business segment based on the nature of the services, the risk and returns, the organization structure and the internal financial reporting systems. Accordingly, the amounts appearing in the financial statements relate to the company’s single business segment.

q. Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

r. Provisions A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

s. Cash and Cash equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and on hand and short-term investments with an original maturity of three months or less.

t. Derivative Instruments As per the announcement made by ICAI, accounting for derivative contracts, other than those covered under AS-11, are marked to market on a portfolio basis, and the net loss after considering the offsetting effect on the underlying hedge item is charged to the income statement. Net gains are ignored.


3. Related Party transactions: a) Names of related parties and description of relationship: Sl. No.

Description of relationship Name of the related parties

i Holding company Ultimate holding company

GMR Infrastructure Limited (‘GIL’)

GMR Holdings Private Limited

ii Subsidiary companies Delhi Aerotropolis Private Limited East Delhi Waste Processing Company Private Limited

iii Fellow subsidiaries (including subsidiary companies of ultimate holding company)

GMR Energy Limited GMR Kamalanga Energy Limited GMR Consulting Services Private Limited (Formerly GMR Consulting Engineer Private Limited) GMR Chhattisgarh Energy Private Limited GMR Hyderabad International Airport Limited Gateways for India Airports Private Limited GMR Male International Airport Private Limited Emco Energy Limited GMR Airport Developers Limited GMR Krishnagiri SEZ Limited GMR Airports Holding Limited (formerly GVL Investments Private Limited) GMR Corporate Affairs Private Limited GMR Aviation Private Limited GMR Corporate Center Limited GADL International Limited (Formerly known as GADL (Isle of Man) Limited) GMR Sports Private Limited GMR Hebbal Towers Private Limited (Formerly Lobelia Properties Private Limited) GMR Ambala Chandigarh Expressways Private Limited GMR Infrastructure (UK) Limited Raxa Security Services Limited Delhi Golf Link Properties Private Limited Corporate Infrastructure Services Private Limited

iv Enterprises in respect of which the company is a joint venture

Airports Authority of India Fraport AG Frankfurt Airport services Worldwide Malaysia Airports (Mauritius) Private Limited


v Enterprises where significant influence of Key management personnel or their relative exist

GMR Varalakshmi Foundation İstanbul Sabiha Gökçen Uluslararası Havalimanı Yatırım Yapım ve İşletme A.Ş (‘Sabiha Gokcen International Airport’) MAS GMR Aerospace Engineering Company Private Limited

vi Key management personnel (KMP) Mr. G. Kiran Kumar - Managing Director Mr. Srinivas Bommidala - Executive Director Mr. K. Narayana Rao - Whole-Time Director Mr. B.S. Shantaraju - Whole-Time Director (till May 18, 2009)

vii Joint venture entities Delhi Aviation Services Private Limited (Formerly known as DIAL Cargo Private Limited) - subsidiary till July 30, 2010 Delhi Aviation Fuel Facility Private Limited - subsidiary till April 17, 2010 Wipro Airport IT Services Limited Delhi Airport Parking Services Private Limited Travel Food Services (Delhi Terminal 3) Private Limited Delhi Duty Free Services Private Limited Delhi Select Services Hospitality Private Limited Devyani Food Street Private Limited Celebi Delhi Cargo Terminal Management India Private Limited Delhi Cargo Service Center Private Limited

TIM Delhi Airport Advertising Private Limited b) Summary of transactions with the above related parties is as follows:

[This space has been intentionally left blank]


SCHEDULE 22 NOTES TO ACCOUNTS

3(b) Summary of transactions with the above related parties is as follows:(Rupees in Crores)

companies 31-Mar-11 31-Mar-10 31-Mar-11 31-Mar-10 31-Mar-11 31-Mar-10 31-Mar-11 31-Mar-10 31-Mar-11 31-Mar-10 31-Mar-11 31-Mar-10 31-Mar-11 31-Mar-10 31-Mar-11 31-Mar-10

Share Application Money paid pending allotment

Delhi Duty Free Services Private Limited - - - - - - - - - 39.92 - - - - - 39.92

TIM Delhi Airport Advertising Private Limited - - - - - - - - 12.69 - - - - - 12.69 -

Delhi Aviation Services Private Limited (formerly DIAL Cargo Private Limited)

- - - - - - - - 12.45 - - - - - 12.45 -

Delhi Cargo Service Center Private Limited - - - - - - - - - 9.05 - - - - - 9.05

Delhi Select Services Hospitality Private Limited - - - - - - - - 1.00 0.38 - - - - 1.00 0.38

Devyani food Street Private Limited - - - - - - - - - 1.20 - - - - - 1.20

East Delhi Waste Processing Company Private Limited - - - 0.62 - - - - - - - - - - - 0.62

Delhi Aviation Fuel Facility Private Limited - - - 8.54 - - - - - - - - - - - 8.54

Travel Food Services (Delhi Terminal 3) Private Limited - - - - - - - - - 3.20 - - - - - 3.20

Delhi Airport Parking Services Private Limited - - - - - - - - - 37.64 - - - - - 37.64

Total - - - 9.16 - - - - 26.14 91.39 - - - - 26.14 100.55

Share Application Money refunded

East Delhi Waste Processing Company Private Limited - - 6.75 - - - - - - - - - - - 6.75 -

Delhi Aerotropolis Private Limited - - 4.80 - - - - - - - - - - - 4.80 -

Total - - 11.55 - - - - - - - - - - - 11.55 -

Investment made

Celebi Delhi Cargo Terminal Management India Private Limited - - - - - - - - - 18.72 - - - - - 18.72


East Delhi Waste Processing Company Private Limited - - - 0.00 - - - - - - - - - - - -

Delhi Cargo Service Center Private Limited - - - - - - - - 9.05 0.00 - - - - 9.05 -

Delhi Duty Free Services Private Limited - - - - - - - - 39.92 0.00 - - - - 39.92 -

Wipro Airport IT Services Limited - - - - - - - - - 1.30 - - - - - 1.30

Travel Food Services (Delhi Terminal 3) Private Limited - - - - - - - - 3.20 - - - - - 3.20 -

Devyani food Street Private Limited - - - - - - - - 1.20 - - - - - 1.20 -

TIM Delhi Airport Advertising Private Limited - - - - - - - - 0.02 - - - - - 0.02 - Delhi Airport Parking Services Private Limited - - - - - - - - 37.64 0.00 - - - - 37.64 -

Delhi Aviation Fuel Facility Private Limited - - - 0.01 - - - - 42.63 - - - - - 42.63 0.01

Total - - - 0.01 - - - - 135.24 20.04 - - - - 135.24 20.05 Investment Sold

Delhi Aviation Fuel Facility Private Limited - - - - - - - - 0.00 - - - - - - -


- - - - - - - - 0.05 - - - - - 0.05 -

Total - - - - - - - - 0.05 - - - - - 0.05 - Share application money received and transferred

GMR Infrastructure Limited - 48.75 - - - - - - - - - - - - - 48.75

Total - 48.75 - - - - - - - - - - - - - 48.75 Employee Benefits for Key Management Personnel

Mr. G. Kiran Kumar - - - - - - - - - - - - 1.56 1.53 1.56 1.53

Mr. Srinivas Bommidala - - - - - - - - - - - - 1.55 1.54 1.55 1.54

Mr. B.S. Shantaraju (till May 18, 2009) - - - - - - - - - - - - - 0.38 - 0.38

Mr. K. Narayan Rao - - - - - - - - - - - - 1.04 1.34 1.04 1.34

Total - - - - - - - - - - - - 4.15 4.79 4.15 4.79

Annual fees

Airports Authority of India - - - - - - 577.27 538.92 - - - - - - 577.27 538.92

Total - - - - - - 577.27 538.92 - - - - - - 577.27 538.92

Enterprises owned or significantly influenced by

Key management personnel or their relatives

Key management personnel

TotalHolding and ultimate holding company

Subsidiary companies Fellow subsidiary companies

Enterprises in respect which the company is a

joint venture

Joint Venture companies











joint venture


Operation support cost

Airports Authority of India - - - - - - - 10.38 - - - - - - - 10.38

Total - - - - - - - 10.38 - - - - - - - 10.38 Voluntary Retirement Scheme

Airports Authority of India - - - - - - - 250.88 - - - - - - - 250.88

Total - - - - - - - 250.88 - - - - - - - 250.88 Training provided

Airports Authority of India - - - - - - 0.19 0.38 - - - - - - 0.19 0.38

Total - - - - - - 0.19 0.38 - - - - - - 0.19 0.38 Lease rentals

Airports Authority of India - - - - - - 0.00 - - - - - - - 0.00 -

Total - - - - - - - - - - - - - - - - Interest on Revenue share


Total - - - - - - 1.88 - - - - - - - 1.88 - VRS & Other AdvanceAirports Authority of India - - - - - - 33.97 - - - - - - - 33.97 -

Total - - - - - - 33.97 - - - - - - - 33.97 - Purchase on behalf of related partyAirports Authority of India - - - - - - 0.05 - - - - - - - 0.05 -

Total - - - - - - 0.05 - - - - - - - 0.05 - Participation FeesAirports Authority of India - - - - - - 0.05 - - - - - - - 0.05 -

Total - - - - - - 0.05 - - - - - - - 0.05 - Interest RecoveredWipro Airport IT Services Limited - - - - - - - - 7.83 - - - - - 7.83 - Delhi Aviation Fuel Facility Private Limited - - - - - - - - 16.40 - - - - - 16.40 - Delhi Airport Parking Services Private Limited - - - - - - - - 13.02 - - - - - 13.02 - Delhi Aviation Services Private Limited (formerly DIAL Cargo Private Limited)

- - - - - - - - 4.14 - - - - - 4.14 -

Total - - - - - - - - 41.39 - - - - - 41.39 - Secondment, Milestone & consultancy fees

Fraport AG Frankfurt Airport Services Worldwide - - - - - - 17.09 4.17 - - - - - - 17.09 4.17


Total - - - - - - 17.44 4.17 - - - - - - 17.44 4.17 Deputation Charges GMR Airport Developers Limited - - - - 25.87 14.47 - - - - - - - - 25.87 14.47

Total - - - - 25.87 14.47 - - - - - - - - 25.87 14.47 Rental Charges Delhi Golf Link Properties Private Limited - - - - 1.10 1.36 - - - - - - - - 1.10 1.36

Total - - - - 1.10 1.36 - - - - - - - - 1.10 1.36 Airport operator fees

Fraport AG Frankfurt Airport Services Worldwide - - - - - - 35.91 28.74 - - - - - - 35.91 28.74

Total - - - - - - 35.91 28.74 - - - - - - 35.91 28.74 Expenses incurred by DIAL on behalf of related partiesGMR Infrastructure Limited 0.04 0.17 - - - - - - - - - - - - 0.04 0.17 Devyani Food Street Private Limited - - - - - - - - 0.46 - - - - - 0.46 - GMR Airport Developers Limited - - - - 0.02 0.21 - - - - - - - - 0.02 0.21

GMR Ambala Chandigarh Expressways Private Limited - - - - - 0.00 - - - - - - - - - - GADL International Limited [formerly GADL (Isle of Man) Limited] - - - - 0.20 - - - - - - - - - 0.20 -

Emco Energy Limited - - - - - 0.44 - - - - - - - - - 0.44

GMR Hebbal Towers Private Limited (Lobelia Properties Private Limited) - - - - - 0.02 - - - - - - - - - 0.02

Sabiha Gokcen International Airport - - - - - - - - - - 0.03 - - - 0.03 -

MAS GMR Aerospace Engineering Company Limited - - - - - - - - - - 1.15 - - - 1.15 -

GMR Male International Airport Private Limited - - - - 0.56 - - - - - - - - - 0.56 - TIM Delhi Airport Advertising Private Limited - - - - - - - - 0.24 - - - - - 0.24 - Delhi Aviation Services Private Limited (formerly DIAL Cargo Private Limited)

- - - - - - - - 0.20 - - - - - 0.20 -











joint venture


Wipro Airport IT Services Limited - - - - - - - - 0.72 - - - - - 0.72 - Delhi Airport Parking Services Private Limited - - - - - - - - 0.36 - - - - - 0.36 - Travel Food Services (Delhi Terminal 3) Private Limited - - - - - - - - 0.36 - - - - - 0.36 - Delhi Duty Free Services Private Limited - - - - - - - - 0.46 - - - - - 0.46 - Airports Authority of India - - - - - - 0.58 - - - - - - - 0.58 - Delhi Aerotropolis Private Limited - - - 0.01 - - - - - - - - - - - 0.01 East Delhi Waste Processing Company Private Limited - - - 0.04 - - - - - - - - - - - 0.04 Delhi Select Services Hospitality Private Limited - - - - - - - - 0.12 - - - - - 0.12 - Celebi Delhi Cargo Terminal Management India Private Limited - - - - - - - - 0.01 1.95 - - - - 0.01 1.95

GMR Corporate Affairs Private Limited - - - - - 2.65 - - - - - - - - - 2.65 GMR Consulting Services Private Limited - - - - - 0.06 - - - - - - - - - 0.06 GMR Chhattisgarh Energy Private Limited - - - - - 0.01 - - - - - - - - - 0.01 GMR Aviation Private Limited - - - - 0.13 0.19 - - - - - - - - 0.13 0.19 GMR Hyderabad International Airport Limited - - - - 0.88 2.26 - - - - - - - - 0.88 2.26 GMR Airports Holding Private Limited (formerly GVL Investments Private Limited)

- - - - 0.01 - - - - - - - - - 0.01 -

Total 0.04 0.17 - 0.05 1.80 5.84 0.58 - 2.93 1.95 1.18 - - - 6.53 8.01 Expenses incurred by related parties on behalf of DIALGMR Holdings Private Limited - 0.28 - - - - - - - - - - - - - 0.28 Airports Authority of India - - - - - - - 0.09 - - - - - - - 0.09 GMR Infrastructure Limited 0.05 - - - - - - - - - - - - - 0.05 - GMR Corporate Affairs Private Limited - - - - 0.00 0.01 - - - - - - - - - 0.01 GMR Airport Developers Limited - - - - 0.11 - - - - - - - - - 0.11 - Delhi Aerotropolis Private Limited - - 0.01 - - - - - - - - - - - 0.01 - GMR Infrastructure (UK) Limited - - - - 0.02 0.07 - - - - - - - - 0.02 0.07 GMR Krishnagiri SEZ Limited - - - - 0.00 0.68 - - - - - - - - - 0.68 GMR Hyderabad International Airport Limited - - - 1.60 1.58 - - - - - - - - 1.60 1.58 Raxa Security Services Limited - - - - 0.01 0.02 - - - - - - - - 0.01 0.02 GMR Varalakshmi Foundation - - - - - - - - - - - 0.02 - - - 0.02 Corporate Infrastructure Services Private Limited - - - - - 0.08 - - - - - - - - - 0.08

Total 0.05 0.28 0.01 - 1.74 2.44 - 0.09 - - - 0.02 - - 1.80 2.83 Advance Paid including capital advanceDelhi Aerotropolis Private Limited - - - 5.59 - - - - - - - - - - - 5.59

Wipro Airport IT Services Limited - - - - - - - - - 5.23 - - - - - 5.23 Raxa Security Services Limited - - - - 0.58 0.06 - - - - - - - - 0.58 0.06 Delhi Aviation Services Private Limited (formerly DIAL Cargo PrivateLimited) - - - 2.50 - - - - 3.39 - - - - -

3.39 2.50

GMR Aviation Private Limited - - - - 5.00 - - - - - - - - - 5.00 - Airports Authority of India - - - - - - 1.33 - - - - - - - 1.33 -

Total - - - 8.09 5.58 0.06 1.33 - 3.39 5.23 - - - - 10.30 13.38 Advance received including capital advance

Wipro Airport IT Services Limited - - - - - - - - - 195.00 - - - - - 195.00 Delhi Airport Parking Services Private Limited - - - - - - - - 0.00 91.50 - - - - 0.00 91.50

Total - - - - - - - - - 286.50 - - - - - 286.50 Security Deposit ReceivedDelhi Aviation Fuel Facility Private Limited - - - - - - - - 75.00 - - - - - 75.00 -

Delhi Duty Free Services Private Limited - - - - - - - - 0.60 233.00 - - - - 0.60 233.00

Travel Food Services (Delhi Terminal 3) Private Limited - - - - - - - - 1.00 1.92 - - - - 1.00 1.92

Delhi Select Services Hospitality Private Limited - - - - - - - - - 0.86 - - - - - 0.86


GMR Aviation Private Limited - - - - - 0.11 - - - - - - - - - 0.11

Devyani Food Street Private Limited - - - - - - - - - 1.03 - - - - - 1.03

Celebi Delhi Cargo Terminal Management India Private Limited - - - - - - - - - 120.00 - - - - - 120.00

Total - - - - - 0.11 - - 111.69 356.81 - - - - 111.69 356.92 Deposit RefundedTravel Food Services (Delhi Terminal 3) Private Limited - - - - - - - - 0.40 - - - - - 0.40 -

Total - - - - - - - - 0.40 - - - - - 0.40 -











joint venture


Security Deposit PaidDelhi Golf Link Properties Private Limited - - - - 1.00 - - - - - - - - - 1.00 -

Total - - - - 1.00 - - - - - - - - - 1.00 - Loan given to transfered employees recoverable from transferred entitiesGMR Infrastructure Limited 0.08 0.01 - - - - - - - - - - - - 0.08 0.01

GMR Energy Limited - - - - - 0.01 - - - - - - - - - 0.01

Raxa Security Services Limited - - - - 0.01 - - - - - - - - - 0.01 -

GMR Kamalanga Energy Limited - - - - - 0.04 - - - - - - - - - 0.04

GMR Airport Developers Limited - - - - 0.14 - - - - - - - - - 0.14 -

GMR Hyderabad International Airport Limited - - - - 0.01 - - - - - - - - - 0.01 -

Total 0.08 0.01 - - 0.16 0.05 - - - - - - - - 0.24 0.06 Loan given to transferede employees Payable to transferred entities

GMR Infrastructure Limited 0.05 - - - - - - - - - - - - - 0.05 -

GMR Corporate Affairs Private Limited - - - - - 0.08 - - - - - - - - - 0.08

GMR Corporate Center Limited - - - - - 0.45 - - - - - - - - - 0.45

GMR Hyderabad International Airport Limited - - - - 0.06 - - - - - - - - - 0.06 -

Total 0.05 - - - 0.06 0.53 - - - - - - - - 0.11 0.53 Asset Purchase/taken on leaseGMR Hyderabad International Airport Limited - - - - 1.09 - - - - - - - - - 1.09 -

Delhi Aerotropolis Private Limited - - - 10.42 - - - - - - - - - - - 10.42 Airports Authority of India - - - - - - 0.19 6.19 - - - - - - 0.19 6.19

Total - - - 10.42 1.09 - 0.19 6.19 - - - - - - 1.28 16.61 Transfer of Assets/CWIPDelhi Aviation Services Private Limited (formerly DIAL Cargo Private Limited)

- - - 14.35 - - - - 34.31 - - - - - 34.31 14.35

Delhi Aviation Fuel Facility Private Limited - - - 0.52 - - - - 107.31 - - - - - 107.31 0.52 Delhi Airport Parking Services Private Limited - - - - - - - - 219.79 - - - - - 219.79 - Wipro Airport IT Services Limited - - - - - - - - 445.39 2.47 - - - - 445.39 2.47

Total - - - 14.87 - - - - 806.80 2.47 - - - - 806.80 17.34 Services ReceivedGMR Aviation Private Limited - - - - 17.76 8.41 - - - - - - - - 17.76 8.41

GMR Sports Private Limited - - - - 0.76 - - - - - - - - - 0.76 - Raxa Security Services Limited - - - - 10.27 - - - - - - - - - 10.27 - Devyani Food Street Private Limited - - - - - - - - 0.01 - - - - - 0.01 - Wipro Airport IT Services Limited - - - - - - - - 38.32 - - - - - 38.32 -

Total - - - - 28.79 8.41 - - 38.33 - - - - - 67.12 8.41 Services RenderedWipro Airport IT Services Limited - - - - - - - - 1.02 - - - - - 1.02 - GMR Aviation Private Limited - - - - 0.09 0.12 - - - - - - - - 0.09 0.12

Total - - - - 0.09 0.12 - - 1.02 - - - - - 1.11 0.12 Donations Collected on behalf of related partiesGMR Varalakshmi Foundation - - - - - - - - - - 0.02 - - - 0.02 -

Total - - - - - - - - - - 0.02 - - - 0.02 - Electricity charges recoveredDelhi Aviation Services Private Limited (formerly DIAL Cargo Private Limited)

- - - - - - - - 1.96 - - - - - 1.96 -

Delhi Airport Parking Services Private Limited - - - - - - - - 0.54 - - - - - 0.54 - Delhi Cargo Service Center Private Limited - - - - - - - - 2.09 - - - - - 2.09 - Delhi Select Services Hospitality Private Limited - - - - - - - - 0.21 - - - - - 0.21 - Celebi Delhi Cargo Terminal Management India Private Limited - - - - - - - - 6.15 - - - - - 6.15 -

TIM Delhi Airport Advertising Private Limited - - - - - - - - 0.29 - - - - - 0.29 - Travel Food Services (Delhi Terminal 3) Private Limited - - - - - - - - 0.80 - - - - - 0.80 - Delhi Duty Free Services Private Limited - - - - - - - - 0.90 - - - - - 0.90 - Devyani Food Street Private Limited - - - - - - - - 0.38 - - - - - 0.38 - Delhi Aviation Fuel Facility Private Limited - - - - - - - - 0.00 - - - - - - -

Total - - - - - - - - 13.32 - - - - - 13.32 -











joint venture


Space Rental TIM Delhi Airport Advertising Private Limited - - - - - - - - 15.33 - - - - - 15.33 - GMR Aviation Private Limited - - - - 0.19 0.06 - - - - - - - - 0.19 0.06

Devyani Food Street Private Limited - - - - - - - - 0.00 - - - - - 0.00 -

Delhi Cargo Service Center Private Limited - - - - - - - - 10.94 - - - - - 10.94 - Delhi Aviation Fuel Facility Private Limited - - - - - - - - 7.15 - - - - - 7.15 - Celebi Delhi Cargo Terminal Management India Private Limited - - - - - - - - 15.79 - - - - - 15.79 -

Travel Food Services (Delhi Terminal 3) Private Limited - - - - - - - - 1.72 - - - - - 1.72 - Total - - - - 0.19 0.06 - - 50.93 - - - - - 51.12 0.06

Concession feesDelhi Airport Parking Services Private Limited - - - - - - - - 3.50 - - - - - 3.50 - Delhi Aviation Fuel Facility Private Limited - - - - - - - - 106.06 106.06 - TIM Delhi Airport Advertising Private Limited - - - - - - - - 13.36 - - - - - 13.36 - Delhi Aviation Services Private Limited (formerly DIAL Cargo Private Limited)

- - - - - - - - 1.64 - - - - - 1.64 -

Delhi Cargo Service Center Private Limited - - - - - - - - 7.91 1.11 - - - - 7.91 1.11

Delhi Duty Free Services Private Limited - - - - - - - - 72.16 - - - - - 72.16 - Devyani Food Street Private Limited - - - - - - - - 1.00 - - - - - 1.00 - Celebi Delhi Cargo Terminal Management India Private Limited - - - - - - - - 118.72 33.16 - - - - 118.72 33.16

Delhi Select Services Hospitality Private Limited - - - - - - - - 0.63 - - - - - 0.63 - Travel Food Services (Delhi Terminal 3) Private Limited - - - - - - - - 5.39 - - - - - 5.39 -

Total - - - - - - - - 330.37 34.27 - - - - 330.37 34.27 Airprot Service, ICMS, Screening & other Charges Travel Food Services (Delhi Terminal 3) Private Limited - - - - - - - - 0.81 - - - - - 0.81 - Devyani Food Street Private Limited - - - - - - - - 0.46 - - - - - 0.46 - Celebi Delhi Cargo Terminal Management India Private Limited - - - - - - - - 5.17 - - - - - 5.17 -

Delhi Cargo Service Center Private Limited - - - - - - - - 0.06 - - - - - 0.06 - Delhi Select Services Hospitality Private Limited - - - - - - - - 0.48 - - - - - 0.48 - Delhi Duty Free Services Private Limited - - - - - - - - 1.85 - - - - - 1.85 -

Total - - - - - - - - 8.83 - - - - - 8.83 - Allotment of SharesAirports Authority of India - - - - - - 325.00 - - - - - - - 325.00 - Fraport AG Frankfurt Airport Services Worldwide - - - - - - 125.00 - - - - - - 125.00 - GMR Energy Limited - - - - 125.00 - - - - - - - - - 125.00 - GMR Infrastructure Limited 437.50 - - - - - - - - - - - - - 437.50 - GMR Airports Holding Private Limited (formerly GVL Investments Private Limited)

- - - - 112.50 - - - - - - - - - 112.50 -

Malaysia Airports (Mauritius) Private Limited - - - - - - 125.00 - - - - - - - 125.00 - Total 437.50 - - - 237.50 - 575.00 - - - - - - - 1,250.00 -

Other TransactionsDelhi Aviation Fuel Facility Private Limited - - - 4.53 - - - - - - - - - - 4.53 Wipro Airport IT Services Limited - - - - - - - - - 4.00 - - - - - 4.00 Delhi Cargo Service Center Private Limited - - - - - - - - - 0.75 - - - - - 0.75 Celebi Delhi Cargo Terminal Management India Private Limited - - - - - - - - - 0.75 - - - - - 0.75

Total - - - 4.53 - - - - - 5.50 - - - - - 10.03











joint venture


Balance outstanding at the year end receivableDelhi Aerotropolis Private Limited - - 0.05 - - - - - - - 0.05 - Delhi Duty Free Services Private Limited - - - - - - - - 9.73 - - - - - 9.73 - TIM Delhi Airport Advertising Private Limited - - - - - - - - 5.20 - - - - - 5.20 - Delhi Aviation Services Private Limited (formerly DIAL Cargo Private Limited)

- - - 16.85 - - - - 11.22 - - - - - 11.22 16.85

Delhi Airport Parking Services Private Limited - - - - - - - - 0.60 - - - - - 0.60 - Delhi Aviation Fuel Facility Private Limited - - - 0.52 - - - - - - - - - - - 0.52 Wipro Airport IT Services Limited - - - - - - - - 9.54 3.47 - - - - 9.54 3.47 East Delhi Waste Processing Company Private Limited - - - 0.27 - - - - - - - - - - - 0.27 GMR Airport Developers Limited - - - - - 2.59 - - - - - - - - - 2.59 Delhi Select Services Hospitality Private Limited - - - - - - - - 0.15 - - - - - 0.15 -

Travel Food Services (Delhi Terminal 3) Private Limited - - - - - - - - 0.39 - - - - - 0.39 -

Celebi Delhi Cargo Terminal Management India Private Limited - - - - - - - - 0.89 11.30 - - - - 0.89 11.30

GMR Hyderabad International Airport Limited - - - - 1.08 1.81 - - - - - - - 1.08 1.81 Delhi Aerotropolis Private Limited - - 1.09 5.59 - - - - - - 1.09 5.59 GADL International Limited [formerly GADL (Isle of Man) Limited] - - - - 0.20 - - - - - - - - - 0.20 -

Raxa Security Services Limited - - - - - 0.64 - - - - - - - - - 0.64

Sabiha Gokcen International Airport - - - - - - - - - - 0.03 - - - 0.03 -

MAS GMR Aerospace Engineering Company Limited - - - - - - - - - - 1.15 - - - 1.15 -

GMR Male International Airport Private Limited - - - - 0.56 - - - - - - - - - 0.56 - Wipro Airport IT Services Limited - - - - - - - - - 5.23 - - - - - 5.23

GMR Aviation Private Limited - - - - 5.00 - - - - - - - - - 5.00 -

GMR Chhattisgarh energy private Limited - - - - - 0.00 - - - - - - - - - 0.00Delhi Aviation Services Private Limited (formerly DIAL Cargo Private Limited)

- - - 2.50 - - - - 5.89 - - - - - 5.89 2.50

GMR Corporate Affairs Private Limited - - - - 0.00 2.86 - - - - - - - 2.86 GMR Ambala Chandigarh Expressways Private Limited - - - - - 0.00 - - - - - - - - - -

Balance outstanding at the year end PayablesAirports Authority of India - - - - - - 140.19 170.88 - - - - - - 140.19 170.88 Delhi Aviation Fuel Facility Private Limited - - - - - - - - 16.34 - - - - - 16.34 - Raxa Security Services Limited - - - - 2.31 - - - - - - - - - 2.31 - Delhi Golf Link Properties Private Limited - - - - 0.10 - - - - - - - - - 0.10 - GMR Aviation Private Limited - - - - 5.47 0.71 - - - - - - 5.47 0.71

GMR Infrastructure (UK) Limited - - - - 0.00 - - - - - - - - - - -

Fraport AG Frankfurt Airport services Worldwide - - - - - - 18.39 - - - - - - - 18.39 -

GMR Krishnagiri SEZ Limited - - - - - 0.01 - - - - - - - - - 0.01

Delhi Cargo Service Center Private Limited - - - - - - - - 0.30 - - - - - 0.30 -

Gateways for India Airports Private Limited - - - - 0.30 0.30 - - - - - - - 0.30 0.30

GMR Infrastructure Limited 0.02 - - - - - - - - - - - - - 0.02 -

GMR Airports Holding Private Limited (formerly GVL Investments Private Limited)

- - - - 0.00 - - - - - - - - - - -

GMR Airport Developers Limited - - - - 0.12 - - - - - - - - - 0.12 -

GMR Varalakshmi Foundation - - - - - - - - - - 0.00 - - - - -

Delhi Aerotropolis Private Limited - - - 10.41 - - - - - - - - - - - 10.41

Security Deposit ReceivedDelhi Golf Link Properties Private Limited - - - - 1.00 1.00 - - - - - - - - 1.00 1.00 Delhi Aviation Fuel Facility Private Limited - - - - - - - - 75.00 - - - - - 75.00 - GMR Aviation Private Limited - - - - 0.11 0.11 - - - - - - - - 0.11 0.11 Celebi Delhi Cargo Terminal Management India Private Limited - - - - - - - - 120.00 120.00 - - - - 120.00 120.00 TIM Delhi Airport Advertising Private Limited - - - - - - - - 35.09 - - - - - 35.09 - Devyani Food Street Private Limited - - - - - - - - 1.03 1.03 - - - - 1.03 1.03 Delhi Duty Free Services Private Limited - - - - - - - - 233.60 233.00 - - - - 233.60 233.00 Travel Food Services (Delhi Terminal 3) Private Limited - - - - - - - - 2.52 1.92 - - - - 2.52 1.92 Delhi Select Services Hospitality Private Limited - - - - - - - - 0.86 0.86 - - - - 0.86 0.86











joint venture


Share application money receivedAirports Authority of India - - - - - - - 325.00 - - - - - - - 325.00 Fraport AG Frankfurt Airport Services Worldwide - - - - - - - 125.00 - - - - - - - 125.00 GMR Energy Limited - - - - - 125.00 - - - - - - - - - 125.00 GMR Infrastructure Limited - 437.50 - - - - - - - - - - - - - 437.50 GMR Airports Holding Private Limited (formerly GVL Investments Private Limited)

- - - - - 112.50 - - - - - - - - - 112.50

Malaysia Airports (Mauritius) Private Limited - - - - - - - 125.00 - - - - - - - 125.00

Investment madeEast Delhi Waste Processing Company Private Limited - - 0.01 0.01 - - - - - - - - - - 0.01 0.01 Delhi Aviation Fuel Facility Private Limited - - - - - - - - 42.64 - - - - - 42.64 - Travel Food Services (Delhi Terminal 3) Private Limited - - - - - - - - 3.20 - - - - - 3.20 - Wipro Airport IT Services Limited - - - - - - - - 1.30 - - - - - 1.30 - Delhi Airport Parking Services Private Limited - - - - - - - - 37.64 - - - - - 37.64 - Delhi Cargo Service Center Private Limited - - - - - - - - 9.05 - - - - - 9.05 - Delhi Select Services Hospitality Private Limited - - - - - - - - 1.60 - - - - - 1.60 - Devyani Food Street Private Limited - - - - - - - - 1.20 - - - - - 1.20 - Celebi Delhi Cargo Terminal Management India Private Limited - - - - - - - - 18.72 - - - - - 18.72 - Delhi Duty Free Services Private Limited - - - - - - - - 39.92 - - - - - 39.92 - Delhi Aerotropolis Private Limited - - 0.10 - - - - - - - - - - - 0.10 - Delhi Aviation Services Private Limited (formerly DIAL Cargo Private Limited)

- - - - - - - - 0.05 - - - - - 0.05 -

Tim Delhi Airport Advertising Private Limited - - - - - - - - 0.02 - - - - - 0.02 -

Share application money paid


- - - - - - - - 12.45 - - - - - 12.45 -


Delhi Duty Free Services Private Limited - - - - - - - - - 39.92 - - - - - 39.92

Travel Food & Services (Delhi Terminal 3) Private Limited - - - - - - - - - 3.20 - - - - - 3.20

Devyani Food Street Private Limited - - - - - - - - - 1.20 - - - - - 1.20


Delhi Cargo Service Center Private Limited - - - - - - - - - 9.05 - - - - - 9.05

Delhi Aviation Fuel Facility Private Limited - - - 8.54 - - - - - - - - - - - 8.54


Delhi Aerotropolis Private Limited - - - 4.80 - - - - - - - - - - - 4.80

Advance received including capital advance


Wipro Airport IT Services Limited - - - - - - - - - 195.00 - - - - - 195.00


4. a) Details of debt dues from companies under the same management included in sundry debtors

(Rupees in Crores)

Name of the Company As at March 31, 2011

As atMarch 31, 2010

Delhi Aerotropolis Private Limited 0.05 -Delhi Aviation Services Private Limited (Formerly DIAL Cargo Private Limited) - 16.85East Delhi Waste Processing Company Private Limited - 0.27Delhi Aviation Fuel Facility Private Limited - 0.52

b) Details of debt dues from companies under the same management included in loans and advances (Rupees in Crores)

Name of the Company As at March 31, 2011

As atMarch 31, 2010

Advance due from the Company under the same management GMR Hyderabad International Airport Limited 1.08 1.81Delhi Aerotropolis Private Limited 1.09 5.59GMR Male International Airport Private Limited 0.56 -GMR Corporate Affairs Private Limited 0.00 2.86GMR Ambala Chandigarh Expressways Private Limited - 0.00GMR Chhattisgarh Energy Private Limited - 0.00GADL International Limited [Formerly known as GADL (Isle of Man) Limited] 0.20 -GMR Aviation Private Limited 5.00 -Raxa Security Services Limited - 0.64

Maximum Outstanding from the Companies under the same management

During the year ended

March 31, 2011


March 31, 2010GADL International Limited [Formerly known as GADL (Isle of Man) Limited] 0.20 -GMR Airport Developers Limited 0.39 -GMR Hyderabad International Airport Limited 2.45 2.26GMR Infrastructure Limited 0.06 -Delhi Aerotropolis Private Limited 5.59 5.59GMR Male International Airport Private Limited 0.56 -GMR Chhattisgarh Energy Private Limited 0.00 0.00GMR Corporate Affairs Private Limited 2.86 2.92GMR Krishnagiri SEZ Limited - 0.00GMR Kamalanga Energy Limited - 0.05GMR Consulting Services Private Limited (GMR Consulting Engineer Private Limited) 0.06 0.05GMR Aviation Private Limited 5.00 0.00


Maximum Outstanding from the Companies under the same management


March 31, 2011


March 31, 2010GMR (Badrinath) Hydro Power Generation Private Limited - 0.00GMR Ambala Chandigarh Expressways Private Limited 0.00 0.00Delhi Golf Link Properties Private Limited - 1.00Raxa Security Services Limited 0.64 0.64Emco Energy Limited - 0.44


DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED SCHEDULE 22: NOTES TO ACCOUNTS 5. Leases:

Assets taken on operating Lease (Rupees in Crores) Particulars As at

March 31, 2011 As at

March 31, 2010Lease payment for the year 7.88 8.82 Minimum Lease Payments : Not later than one year 3.82 1.78Later than one year but not later than five years 2.00 0.25Later than five years - -

Total 5.82 2.03 The Company has taken office and residential space under operating lease arrangements. Office premises are obtained on operating lease for terms ranging from 1-2 years and are renewable upon agreement of both the Company and the lessor. There are no sub leases. 6. Interest in Joint ventures entities:

The Company has interest in following joint venture entities: a) List of Joint ventures entities

Name of Joint Venture Description of interest Nature Ownership

interest Date of

incorporation Country of incorporation

Travel Food Services (Delhi Terminal 3) Private Limited

Jointly controlled entity

Food and beverages 40% December 4, 2009 India

Devyani Food Street Private Limited


Food and beverages 40% September 7, 2009 India

Delhi Select Service Hospitality Private Limited


Retail and food and beverages

40% August 6 , 2009 India

Delhi Duty Free Services Private Limited


Duty free shops 49.90% July 7, 2009 India

Delhi Aviation Fuel Facility Private Limited


Fuel farm 26% August 11, 2009 India

Wipro Airport IT Services Limited


Information Technology 26% October 22, 2009 India

Delhi Airport Parking Services Private Limited


Vehicle parking 49.90% February 11, 2010 India

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED SCHEDULE 22: NOTES TO ACCOUNTS TIM Delhi Airport Advertising Private Limited


Advertising 49.90% June 1, 2010 India

Celebi Delhi Cargo Terminal Management India Private Limited


Cargo 26% June 18, 2009 India

Delhi Cargo Service Centre Private Limited


Cargo 26% November 18, 2009 India

Delhi Aviation Services Private Limited (Formerly DIAL Cargo Private Limited)


Bridge mounted equipment

50% June 28, 2007 India

b) Financial interest in Jointly Controlled Entity*

(Rupees in Crores) Company’s share of

Name of Joint Venture Assets Liabilities Income Expenditure Contingent liabilities

Capital commitments

Travel Food Services (Delhi Terminal 3) Private Limited March 2011 14.20 13.11 9.00 11.08 0.10 -March 2010 2.92 0.03 - 0.02 - -Devyani Food Street Private Limited March 2011 5.34 5.86 2.10 3.82 - -March 2010 1.27 0.07 - - 0.41 -Delhi Select Service Hospitality Private Limited March 2011 6.18 5.44 2.35 3.55 - -March 2010 0.49 0.15 - 0.06 - 0.14 Delhi Duty Free Services Private Limited March 2011 180.54 146.23 113.21 115.84 - 0.10March 2010 119.68 82.73 0.05 3.03 - 0.14Delhi Aviation Fuel Facility Private Limited March 2011 119.42 62.81 25.06 11.09 - -March 2010 - - - - - -Wipro Airport IT Services Limited March 2011 21.03 19.57 14.71 14.54 - -March 2010 57.38 56.10 - 0.01 - -Delhi Airport Parking Services Private Limited March 2011 142.58 104.93 15.69 15.96 - 0.05March 2010 73.90 55.12 - 0.00 - -

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED SCHEDULE 22: NOTES TO ACCOUNTS TIM Delhi Airport Advertising Private Limited March 2011 36.27 20.22 26.10 22.76 - -March 2010 - - - - - -Celebi Delhi Cargo Terminal Management India Private Limited

March 2011 66.26 30.67 52.53 37.93 1.05 1.79March 2010 49.53 28.54 13.83 11.57 - 0.01Delhi Cargo Service Centre Private Limited March 2011 28.28 17.20 8.29 6.52 - -March 2010 10.80 1.48 1.23 0.97 - 0.92Delhi Aviation Services Private Limited (Formerly DIAL Cargo Private Limited)

March 2011 46.55 38.04 5.49 6.05 - 0.60March 2010 - - - - - -

* The above information pertaining to March 2011 are as per unaudited financial statements furnished by the Joint venture entities. 7. Capital commitments:

Estimated amount of contracts remaining to be executed on capital account not provided for, net of advances Rs. 88.79 Crores (March 31, 2010 – Rs. 2,386.53 Crores).

8. Contingent liabilities not provided for: (Rupees in Crores)

Particulars As at March 31, 2011


Bank guarantee outstanding in respect of: Performance bank guarantee 715.00 625.00

Customs and others 87.62 81.93 In respect of Income tax matters and appeal

-

0.29

Claim against the company not acknowledged as debt

338.40

187.72

9. Retirement Benefit Plan:

Disclosure as per Accounting Standard 15 (Revised 2005) on “Employee Benefits” issued by the Institute of Chartered Accountants of India.

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED SCHEDULE 22: NOTES TO ACCOUNTS Employees Benefit Defined contribution plan (Rupees in Crores)

Particulars For the year ended March 31, 2011


Employer's contribution to Superannuation fund*

2.73

2.55

* Rs 0.52 Crores transferred to CWIP (March 10: Rs. 0.75 Crores) Defined Benefit Plans

a) Provident and other fund (Rupees in Crores)



Employer's contribution to Provident and other fund*

4.60

4.39

* Rs. 1.03 Crores transferred to CWIP (March 10: Rs. 1.59 Crores) The Guidance on Implementing of AS 15, Employee Benefits (revised 2005) issued by Accounting Standard Board (ASB) of the Institute of Chartered Accountants of India, states that benefits involving employer established provident funds, which require interest shortfalls to be recompensed, are to be considered as defined benefit plans. Pending the issuance of the guidance note from the Actuarial Society of India, the Company’s actuary has expressed an inability to reliably measure provident fund liabilities. Accordingly the Company is unable to exhibit the related information.

b) Gratuity expenses

Profit and Loss account

Net employee benefit expense (recognized in employee cost) (Rupees in Crores)

Gratuity For the year ended March 31, 2011


Current service cost 0.64 1.01Interest cost on benefit obligation 0.22 0.15Expected return on plan assets (0.28) (0.22)Net actuarial ( gain) / loss recognized in the year 0.07 (0.04)Past service cost 0.06 0.07Net benefit expense* 0.71 0.97

* Rs. 0.33 Crores transferred to CWIP (March 2010: Rs. 0.28 Crores)


Balance sheet (Rupees in Crores)

Gratuity As at March 31, 2011


Defined benefit obligation (3.56) (2.95)Fair value of plan assets 4.37 2.90Plan asset / (liability) 0.81 (0.05)

Changes in the present value of the defined benefit obligation are as follows: (Rupees in Crores)

Gratuity As at


March 31, 2010Opening defined benefit obligation 2.95 1.78Interest cost 0.22 0.15Current service cost 0.64 1.01Benefits paid (including transfer) (0.49) (0.04)Actuarial (gains) / losses on obligation 0.18 (0.02)Past service cost 0.06 0.07Closing defined benefit obligation 3.56 2.95

Changes in the fair value of Plan Assets are as follows:

(Rupees in Crores) Particulars As at


March 31, 2010Opening fair value of plan assets 2.90 2.75Expected return 0.28 0.22Contributions by employer 1.57 (0.06)Benefits paid (including transfer) (0.49) (0.04)Actuarial gains 0.11 0.03Closing fair value of plan assets 4.37 2.90

The major category of plan assets as a percentage of the fair value of total plan assets is as follows:

Particulars As at


March 31, 2010 (%) (%)

Investments with insurer managed funds 100 100


The Principal assumptions used in determining gratuity for the Company’s plan are shown below:

Particulars As at March 31, 2011


Discount rate 8.00% 8.00%Expected rate of return on assets 8.00% 8.00%Expected rate of increase in compensation level 6.00% 6.00%Attrition rate 5.00% 5.00%

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

Amount for the current and previous years are as follows:

(Rupees in Crores) Particulars As at


March 31, 2010Defined benefit obligation (3.56) (2.95)Plan Assets 4.37 2.90Surplus / (deficit) 0.81 (0.05)Experience adjustments on plan liabilities 0.18 (0.02)Experience adjustments on plan Assets 0.11 0.03

10. Derivative Instruments:

Interest rate swaps outstanding as at the balance sheet date: As per the conditions precedent to disbursement of loan, the Company has entered into interest rate swap (IRS) agreements from floating rate of interest to fixed rate of interest against its foreign currency loan of USD 350 million. Since the critical terms of the IRS and the principal term loan are same, based on the internal assessment carried out by the management, the net impact of the marked to market valuation of the IRS, net of gain/loss on the underlying loan is not expected to be material. Particulars of Derivatives Purpose Interest rate swap outstanding as at Balance sheet date: USD 350 million

Hedge of variable interest outflow on External Commercial Borrowing. Swap to pay fixed rate of interest as mentioned below tranche wise and receive a variable rate equal to 6 month’s LIBOR: ECB Amount (US$) Interest Rate 100 million 4.99% 75 million 2.76% 25 million 1.98% 150 million 1.96%


11. Particulars of un-hedged foreign currency exposure as at the Balance sheet date are :


Particulars Amount (Rs.) Currency Foreign Currency

Amount (Rs.) Currency Foreign Currency

Liabilities/ (Receivables) 10,292,500 EUR

162,387 188,497,761 EUR 3,118,114

1,211,271 GBP

16,871 16,000,552 GBP 235,458 - SGD - 1,341,000 SGD 41,805 15,804,042,544 USD 350,111,709 16,120,443,930 USD 351,667,625 - MYR - 2,137,108 MYR 155,257

2,965,244 AUD 64312 - AUD -(97,102,229) USD (2,151,135) (489,280,482) USD (10,673,658)

Closing exchange rates

Currency As at

March 31, 2011As at

March 31, 2010 EUR 63.38 60.45 GBP 71.80 67.96 SGD - 32.08 USD 45.14 45.84MYR - 13.77AUD 46.11 -

12. Details of dues to Micro, Small and Medium Enterprises as per MSMED Act, 2006

As per the available information with the management, the Company has not dealt with any party as defined under the provisions of Micro, Small and Medium Enterprises Development Act, 2006.

13. Additional information pursuant to Para 3, 4 and 4D of Part II of Schedule VI to the Companies Act,

1956 are stated below.

a) Earnings in foreign currency (On accrual basis) (Rupees in Crores)



Aeronautical income 2.02 2.61 Revenue from concessionaires 77.32 98.79

Total 79.34 101.40 b) CIF value of imports

(Rupees in Crores) Particulars For the year ended

March 31, 2011For the year ended

March 31, 2010

Import of capital goods 33.08 119.20

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED SCHEDULE 22: NOTES TO ACCOUNTS c) Expenditure in foreign currency (On payment basis)



March 31, 2010Consultancy 29.53 59.11Training 0.12 5.68Foreign travel 0.51 1.49Interest expenses 86.37 39.56Other administrative expenses 6.06 5.10

Total 122.59 110.94 d) Consumption of stores and spares during the year (Rupees in Crores)

For the year ended For the year ended March 31, 2011 March 31, 2010

% Amount % Amount Imported 1 0.18 2 0.14 Indigenous 99 17.65 98 10.77

Total 100 17.83 100 10.91 14. Managerial Remuneration:



March 31, 2010Salary and allowances 3.74 4.36Contribution to provident/superannuation fund 0.41 0.43Sitting fees 0.08 0.14Total 4.23 4.93

Note: - As the liabilities for gratuity and leave encashment are provided on an actuarial basis for the Company as a whole, the amounts pertaining to the directors are not included above. In absence of profit, directors have been paid remuneration in accordance with Central Government approval obtained in pursuance of section 198 and 269 read with Schedule XIII of the Act. As such, computation of profit in accordance with section 349 of the Act as required by schedule VI of the Act has not been furnished.

15. The Airports Authority of India w.e.f. June 1, 2007 has claimed service tax on the annual fee payable to them considering the same as rental from immovable property. The Company has disputed the grounds of the levy under provisions of the OMDA. As the matter is under dispute and pending with the Honorable High Court of Delhi, the impact of the same, if any, has not been considered in these financial statements.

16. The Company had entered into contracts with various vendors in connection with construction of Terminal 3 and its related assets. Terminal 3 has been completed and capitalized by the Company during the current year. In view of the significant size of the contracts and other complexities, the Company is in the process of reconciling the balances with the aforesaid vendors and as such, has capitalized the said cost on the basis of its best estimate. The management believes that differences, if any, arising out of such reconciliation, will not be material to the financial statements.

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED SCHEDULE 22: NOTES TO ACCOUNTS 17. Investments purchased and sold during the year (stated at cost)

(Rupees in Crores) Purchased Sold

No of Units Amount No of Units Amount Axis Liquid Fund - Institutional – Growth Year March 11 1,488,807 157.50 1,734,118 182.50Year March 10 245,311 25.00 - -Birla Sunlife Cash Plus- Institutional – Growth Year March 11 708,326,470 1,057.22 708,326,470 1,057.22Year March 10 1,693,596,116 2,458.99 1,693,596,116 2,458.99Birla Sunlife Saving Fund - Institutional –Growth Year March 11 159,540,683 280.58 332,948,379 583.29Year March 10 299,115,739 520.94 125,708,043 218.22HDFC Cash Management Fund-Treasury Advantage Growth Year March 11 19,714,608 40.02 94,033,511 190.05Year March 10 352,791,276 650.27 352,791,276 650.27HDFC Liquid Fund Premium Plan Growth

Year March 11 75,936,868 142.00 75,936,868 142.00Year March 10 355,973,609 670.05 281,654,705 520.02IDFC Cash Fund-Super Institutional Plan C Growth Year March 11 347,252,240 395.13 367,058,635 417.29Year March 10 - - - -

ICICI Prudential Flexible-Income Growth Year March 11 7,012,954 121.12 15,772,938 271.15Year March 10 77,654,494 1,319.46 68,894,510 1,169.43ICICI Prudential Liquid Fund Growth

Year March 11 64,808,172 904.72 64,808,172 904.72Year March 10 483,618,751 2,674.15 483,618,751 2,674.15SBI Insta Cash Fund Year March 11 - - - -Year March 10 55,703,088 109.76 83,910,425 165.12 UTI Asset Management- Liquid Cash Fund Year March 11 - - - -Year March 10 4,520,569 668.00 4,520,569 667.86


UTI Asset Management- Treasury Advantage fund Year March 11 - - - -Year March 10 653,133 80.09 653,133 80.23IDFC Money Manager Fund- Treasury Plus Growth Year March 11 25,551,563 28.00 275,360,410 300.72Year March 10 - - - -

Kotak Liquid Institutional Plan Growth Year March 11 108,928,392 209.00 108,928,392 209.00Year March 10 - - - -Reliance Liquidity Fund Growth Plan Growth Option Year March 11 170,493,190 242.98 170,493,190 242.98Year March 10 - - - -Franklin Templeton India Treasury Management Account-Institutional Plan-Growth Year March 11 42,685 6.25 42,685 6.25Year March 10 - - - -SBI MICF Cash Plan Growth

Year March 11 75,416,507 159.14 75,416,507 159.14Year March 10 - - - -SBI Premium Liquid Fund Growth Year March 11 33,633,795 50.00 33,633,795 50.00Year March 10 - - - -Tata Liquid Super High Institutional Plan Growth Year March 11 179,810 31.50 179,810 31.50Year March 10 - - - -Axis Treasury Advantage Fund Institutional-Growth Year March 11 244,845 25.06 244,845 25.06Year March 10 - - - -

Birla Sunlife Short Term Fund Institutional Plan Growth Year March 11 21,751,235 25.00 21,751,235 25.00Year March 10 - - - - DSP Blackrock Liquidity Fund Institutional Plan Growth Year March 11 2,494,321 338.30 2,494,321 338.30Year March 10 - - - -

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED SCHEDULE 22: NOTES TO ACCOUNTS Franklin Templeton India Treasury Management Account Super Institutional Plan -Growth Year March 11 5,534,530 779.71 5,193,216 729.99Year March 10 - - - -IDFC Liquid fund Daily Dividend Reinvestment Option Year March 11 - - - -Year March 10 612,272,416 682.88 592,466,022 660.72

IDFCE Money Manager fund Institutional Plan B Daily Dividend Reinvestment Option Year March 11 - - - -Year March 10 589,624,753 641.21 339,815,905 368.49

Certificate of Deposit-Allahabad Bank CD Year March 11 2,500 24.64 2,500 24.64Year March 10 - - - -Certificate of Deposit-Andhra Bank Year March 11 5,000 48.80 - -Year March 10 - - - -

Certificate of Deposit-Bank of Baroda Year March 11 2,500 24.06 2,500 24.06Year March 10 - - - -

Certificate of Deposit-Bank of India Year March 11 2,500 24.02 2,500 24.02Year March 10 - - - -

Certificate of Deposit-Canara Bank Year March 11 2,500 24.46 2,500 24.46Year March 10 - - - -Certificate of Deposit-Central Bank of India Year March 11 5,000 49.03 5,000 49.03Year March 10 - - - -

Certificate of Deposit-Corporation Bank Year March 11 2,500 24.77 2,500 24.77Year March 10 - - - -Certificate of Deposit-IDBI Bank Year March 11 5,000 48.16 5,000 48.16Year March 10 - - - -Certificate of Deposit-Punjab National Bank Year March 11 10,000 96.21 5,000 49.69Year March 10 - - - -


Certificate of Deposit-State Bank of Hyderabad Year March 11 5,000 48.37 5,000 48.37Year March 10 - - - -Certificate of Deposit-State Bank of Mysore Year March 11 2,500 24.78 2,500 24.78Year March 10 - - - - Certificate of Deposit-State Bank of Patiala Year March 11 5,000 47.95 5,000 47.95Year March 10 - - - -Certificate of Deposit-United Bank of India Year March 11 5,000 48.57 5,000 48.57Year March 10 - - - -Certificate of Deposit-Oriental Bank of Commerce Year March 11 7,500 73.33 7,500 73.33Year March 10 - - - -Total Year March 11 5,600.38 6,377.39Year March 10 10,500.80 9,633.49



18. Ministry of Civil Aviation (“MoCA”) has issued a Standard Operating Procedure (“SOP”) for Accounting /

Audit of Passenger Service Fee (Security Component) [PSF (SC)] according to which, amounts collected towards PSF (SC) are held in fiduciary capacity by the Company for the Government of India. PSF (SC) so collected is required to be kept separately in an escrow account and is to be utilized to meet the security related expenses of the Airport. It is also stipulated in the Escrow Account Agreement that MoCA will have supervening powers to direct the Escrow Bank on the issues regarding operations as well as withdrawals from the escrow account. The PSF (SC) accounts are required to be maintained separately in accordance with the procedures laid down in SOP and are subject to audit by the Comptroller & Auditor General of India (“CAG”). Accordingly, these accounts exclude the following PSF (SC) balances, which have not been audited by the Statutory Auditors of the Company:

(Rupees in Crores)

Particulars March 31, 2011

UnauditedMarch 31, 2010

AuditedPassenger Service Fee- security Component (Net of Collection charges) 204.89 174.77 Interest and Other Income 2.47 1.53 207.36 176.30 Less: Expenses 199.06 183.21 Net Income 8.30 (6.91) Add: Surplus brought forward 194.21 201.12

Balance 202.51 194.21 Secured Loan from Corporation Bank 190.00 -

Total 392.51 194.21 Fixed assets ( Including Capital work in Progress) 210.64 181.98 Receivables 51.11 19.46 Other Assets* 170.84 42.28 Bank Balance held in Escrow Account (Including term deposits) 9.01 28.06 441.60 271.78 Less: Liabilities 49.09 77.57

Total 392.51 194.21 *Includes an amount of Rs. 33.23 Crores, paid under protest, related to taxability of Passenger Service Fees (Security Component).

19. The Company is entitled to custom duty credit scrip under Served From India Scheme (SFIS) of Foreign Trade Policy issued by Government of India. Under the terms of SFIS, service providers are entitled to duty credit scrip as a percentage of foreign exchange earned by the Company that can be utilised for payment of import duty in case of imports. The Company has during the year utilised custom duty credit scrip amounting to Rs. 24.09 Crores (during the year ended March 31, 2010 : Rs 65.01 Crores) against payment of import duty in respect of import of fixed assets (including capital work in progress). As these scrips are non- tradable and have been used for the payment of custom duty on import of capital goods for airport development project, the Company has recorded the fixed assets (including capital work in progress) imported at net amount (after excluding the amount of custom duty not paid by using these scrips) and no accounting has been done in these financial statements against expected utilisation for custom duty credit scrip entitlements due to the Company amounting to Rs. 1.78 Crores as at March 31, 2011 (March 31, 2010 : Rs 16.54 Crores).

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITED SCHEDULE 22: NOTES TO ACCOUNTS 20. The Company has received advance development costs of Rs 620.13 Crores (March 31, 2010 : Rs 409.06

Crores) from various Developers at Commercial Property District towards the development of common infrastructure there in. The Company has no right to escalate the development cost and in case, any portion of the advance development cost is not utilized by the Company towards development of any infrastructure facility during the course of initial term of agreement, the same shall be returned to the Developer upon the earlier of the expiry of the initial term of agreement or upon termination of the development agreement. As at March 31, 2011, the Company has incurred development expenditure of Rs 156.60 Crores (March 31, 2010 : Rs 34.91 Crores) and adjusted against the aforesaid advance.

21. Capital work in progress consists of following: (Rupees in Crores)

Particulars March 31, 2011 March 31, 2010

Capital equipment including building, roads, plant and machinery, computer equipments, electrical equipments, furniture and fixtures and capital advances etc. 193.82 6,859.34Total (A) 193.82 6,859.34Other costs relating to fixed assets Personnel expenses 131.29 104.69Consultancy and professional charges, power and fuel cost 229.90 190.09Travelling and conveyance 43.55 29.48Insurance 5.11 5.11Interest on fixed loans 883.34 702.00Other financial expenses 201.34 225.08Depreciation/Amortisation 2.99 1.92Miscellaneous expenses 24.02 34.65Income from temporary investments (77.37) (52.50)Total (B) 1,444.17 1,240.52Less: Capitalisation of other costs relating to fixed assets till date (C) (1,442.41) (240.44)Total other costs relating to fixed assets (D) = (B) – (C) 1.76 1,000.08Total capital work in progress (A+D) 195.58 7,859.42

22. Information pursuant to paragraph 3, 4A and 4C of Part II of Schedule VI of the Act to the extent either ‘Nil’

or ‘Not Applicable’ has not been furnished.

23. Interest cost capitalized during the year (net of income from temporary investments) is Rs. 156.47 Crores (March 31, 2010: Rs. 303.03 Crores).



24. Previous year’s figures have been regrouped and reclassified, wherever necessary, to conform to those of the

current year.


For S R Batliboi & Associates, For Brahmayya & Co., Firm Reg. No.: 101049W Chartered Accountants

Firm Reg. No.: 000515S Chartered Accountants

Sd/- Per Sunil Bhumralkar

Sd/- Per G.Srinivas

Partner Partner Membership No. 35141 Membership No. 86761 Place : New Delhi Place : New Delhi Date: May 09, 2011 Date: May 09, 2011

For and on behalf of the Board of Directors Sd/- Kiran Kumar Grandhi

Sd/- K. Narayana Rao

Sd/- M. Mohan Rao

Managing Director Whole Time Director Chief Financial Officer Sd/- Lalit Satija

Company Secretary Place : New Delhi Date: May 09, 2011

(Rupees in Crores) For the year ended

March 31, 2011For the year ended March 31, 2010

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit/(Loss) before taxation (477.76) 16.83 Adjustments for :Depreciation and amortisation 269.44 117.61 Bad debts 9.51 - Interest income (6.52) (1.22) Income from investments (6.02) (2.87) Loss on sale of fixed assets - 3.55 Interest expenses 324.51 126.97 Operating Profit before working capital changes 113.16 260.87 Adjustments for changes in working capital:(Increase) in sundry debtors and unbilled revenue (82.71) (157.28) (Increase) in loans and advances (30.82) (72.04) Decrease / (Increase) in margin money deposit 23.17 (16.47) (Increase) in fixed deposits - (4.90) Decrease / (Increase) in inventory 1.99 (0.49) Increase in current liabilities and provisions 84.28 403.76

Cash generated from operations 109.07 413.46 Direct tax paid (71.21) (11.42) Net cash generated from operating activities 37.86 402.04

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets (1,164.28) (4,121.60) Development fees realised 640.42 490.62 Purchase of investments (5,624.15) (10,520.74) Proceeds from sale of investments 6,377.44 9,633.49 Insurance claim received on discard of asset - 2.15 Income from investments 6.02 2.87 Interest received 5.05 0.02 Advance towards investment in subsidiaries and joint ventures (26.14) (100.54) Net Cash from/(used in) investing activities 214.36 (4,613.73)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from secured loan 2 00 3 651 85

DELHI INTERNATIONAL AIRPORT PRIVATE LIMITEDCash flow statement for the year ended March 31, 2011

Proceeds from secured loan 2.00 3,651.85 Repayment of secured loan (557.83) (440.56) Proceeds from unsecured loan 1,100.00 440.00 Repayment of unsecured loan (940.00) (550.00) Deposit from trade concessionaires and commercial property developer 634.78 1,329.57 Interest expenses paid (324.51) (126.97) Net Cash from/(used in) financing activities (85.56) 4,303.89

Net Increase in cash and cash equivalents 166.66 92.20 Cash and cash equivalents at the beginning of the year 118.40 26.20 Cash and cash equivalents at the end of the year 285.06 118.40

Components of cash and cash equivalentsCash on hand 0.25 0.18 Balances with schedule banks - On current accounts 224.81 113.20 - On deposit accounts 60.00 5.02

285.06 118.40 290.09 (5.03) (149.74)











2 Capital Raised during the year (Rupees in Crores)

Public Issue Nil Rights Issue 1,250Bonus Issue Nil Private Placement Nil

3 Position of Mobilisation and Development of Funds (Rupees in Crores)


Paid - Up Capital 2,450.00 Share Application Money - Reserves & Surplus - Secured Loan 6,058.53 Unsecured Loans 2,729.76 Deferred tax liability -

Net Fixed Assets 10480.86 Investments 301.10 Net Current Assets 88.52 Misc. Expenditure NilProfit and Loss Account 367.81

4 Performance of company ( Rupees in Crores)

Net Income (After deducting AAI revenue share) 684.40 Total Expenditure 1,162.16 Profit/(Loss) Before Tax (477.76) Profit/(Loss) After Tax (450.20) Earnings per share in Rs (Basic) (3.57) Earnings per share in Rs (Diluted) (3.57)




Sd/- Sd/- Sd/-Kiran Kumar Grandhi K. Narayana Rao M.Mohan RaoManaging Director Whole Time Director Chief Financial Officer




Sources of Funds
