L&T INFRA & PROPERTY DEVELOPMENT PRIVATE LIMITED

DIRECTORS REPORT
DIRECTORS REPORT Your Directors have pleasure in presenting the Third Annual Report for the year ended March 31, 2010. FINANCIAL RESULTS During the year under review, the Company did not carry on any business activities. An Income & Expenditure Account has been prepared to reflect the pre-operational expenditure incurred by the Company. DIVIDEND The Directors do not recommend any dividend for the current year. CAPITAL EXPENDITURE During the year under review, the Company did not incur any capital expenditure. AUDITORS REPORT The Auditors report does not contain any qualifications. The notes to the accounts referred to in the Auditors report are self explanatory and do not call for any further comments of Directors. DISCLOSURE OF PARTICULARS The Company did not carry on business activities and hence there are no particulars to be disclosed as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. PARTICULARS OF EMPLOYEES There are no employees covered by the provisions of Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975. DIRECTORS RESPONSIBILITY STATEMENT The Board of Directors of the Company confirms: I. II. III. IV. V. that in the preparation of the annual accounts, the Accounting Standards have been followed to the extent applicable and there has been no material departure; that the selected accounting policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010; that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; that the accounts have been prepared on an ongoing basis; and that the Company has adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

DIRECTORS The Directors of the Company are Mr. N. Hariharan and Mr. Vivek Mehta. Mr. Vivek Mehta retires by rotation and is eligible for re-appointment. AUDITORS The Auditors, M/s Sharp and Tannan, hold office until the conclusion of the ensuing Annual General Meeting. The Directors recommend that M/s Sharp and Tannan, Chartered Accountants be appointed as the Statutory Auditors of the Company at the forthcoming Annual General Meeting of the Company to hold office till the conclusion of the next Annual General Meeting of the Company. Mr. R. D. Kare, partner of M/s Sharp & Tannan has been signing the Auditors Report of the Company since first Annual General Meeting held in 2008. COMPLIANCE WITH VOLUNTARY CORPORATE GOVERNANCE GUIDELINES, 2009 INDEPENDENT DIRECTORS All the members of the Board of the Company are independent in the sense that none of them are involved in the day-to-day management of the Company. The Directors of the Company are persons of integrity with rich experience, managerial qualities and expertise. INTERNAL CONTROL The Board ensures the effectiveness of the Companys system of internal controls.

S-96

L&T INFRA & PROPERTY DEVELOPMENT PRIVATE LIMITED

SECRETARIAL AUDIT The Secretarial Audit is conducted by the Corporate Secretarial department of Larsen & Toubro Limited, which has competent professionals to carry out the said audit. RELATED PARTY TRANSACTIONS The Board hereby states that the details of all the related party transactions form part of the accounts as required under AS 18 and the same are given in the Schedules and Notes to Accounts. ACKNOWLEDGEMENTS Your Directors place on record their appreciation of the services of all employees and other stakeholders for their contribution. For and on behalf of the Board

Place : Mumbai Date : May 5, 2010

VIVEK MEHTA Director

N. HARIHARAN Director

S-97

L&T INFRA & PROPERTY DEVELOPMENT PRIVATE LIMITED

AUDITORS REPORT
TO THE SHAREHOLDERS OF L&T INFRA & PROPERTY DEVELOPMENT PRIVATE LIMITED We have audited the attached Balance Sheet of L&T INFRA & PROPERTY DEVELOPMENT PRIVATE LIMITED as at March 31, 2010 and also the Statement of Income and Expenditure during pre-operational period and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. 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. As the Company satisfies all the conditions mentioned in paragraph 2(iv) of the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, reporting under the said Order is not required. Further to our comments in paragraph 1 above, we report as under: a) b) c) d) e) (f) 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; 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; the said Balance Sheet, Statement of Income and Expenditure during pre-operational period and Cash Flow Statement dealt with by the report are in agreement with the books of account; in our opinion, the Balance Sheet, Statement of Income and Expenditure during pre-operational period and Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956, to the extent applicable; the provisions of Section 274(1)(g) of Companies Act 1956 are not applicable, being a private company; and in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes appearing in schedule F, gives the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India: 1 2 3 in the case of the Balance Sheet, of the state of the Companys affairs as at March 31, 2010; in the case of the Statement of Income and Expenditure during pre-operational period, of the excess of expenditure over income for the year ended on that date; and in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. SHARP & TANNAN Chartered Accountants (ICAI Regn. No.109982W) By the hand of R. D. KARE Partner Membership No. 08820

Place : Mumbai Date : May 5, 2010

S-98

L&T INFRA & PROPERTY DEVELOPMENT PRIVATE LIMITED

BALANCE SHEET AS AT MARCH 31, 2010

Schedule SOURCES OF FUNDS Shareholders Funds Share Capital TOTAL APPLICATION OF FUNDS Current Assets, Loans and Advances Cash and Bank Balances Less: Current Liabilities & Provisions Liabilities Provisions Net Current Assets Miscellaneous Expenditure (to the extent not written off or adjusted) Excess of expenditure over income during pre-operational period TOTAL NOTES TO ACCCOUNTS F D C 30,824 30,824 69,176 23,909 23,909 76,091 B 100,000 100,000 100,000 100,000 As at 31.03.2010 Rupees Rupees As at 31.03.2009 Rupees Rupees

100,000 100,000

100,000 100,000

30,824 100,000

23,909 100,000

As per our report attached SHARP & TANNAN Chartered Accountants (ICAI Regn. No.109982W) By the hand of R. D. KARE Partner Membership No. 8820 Place : Mumbai Date : May 5, 2010

For and on behalf of the Board

VIVEK MEHTA Director Place : Mumbai Date : May 5, 2010

N. HARIHARAN Director

S-99

L&T INFRA & PROPERTY DEVELOPMENT PRIVATE LIMITED

STATEMENT OF INCOME & EXPENDITURE DURING PRE-OPERATIONAL PERIOD FOR THE YEAR ENDED MARCH 31, 2010
Schedule INCOME Other Income EXPENDITURE Sales, administration and other expenses Excess of Expenditure over Income for the year before Tax Provision for Tax Excess of Expenditure over Income for the year after Tax Transferred from Miscellaneous Expenditure Prior period items Pre-operative and Preliminary Expenses (see note 3) Excess of Expenditure over Income carried forward to Balance Sheet Basic & Diluted Earnings Per Share Face value per Equity Share (6,915) (0.69) 10.00 14,054 (23,909) (0.99) 10.00 E 6,915 (6,915) (6,915) 9,855 (9,855) (9,855) 2009-2010 Rupees 2008-2009 Rupees

As per our report attached SHARP & TANNAN Chartered Accountants (ICAI Regn. No.109982W) By the hand of R. D. KARE Partner Membership No. 8820 Place : Mumbai Date : May 5, 2010

For and on behalf of the Board

VIVEK MEHTA Director Place : Mumbai Date : May 5, 2010

N. HARIHARAN Director

S-100

L&T INFRA & PROPERTY DEVELOPMENT PRIVATE LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2010
2009-2010 Rupees A. Cash Flow from Operating Activities Net Profit / (Loss) before Tax (after extraordinary item) Adjustments for Prior Period Items Dividend received Depreciation (including obsolescence), amortisation and impairment Unrealised foreign exchange difference - net (gain) / loss Interest (net) (Profit) / Loss on sale of fixed assets (net) (Profit) / Loss on sale of investments (net) Provision / (Reversal) for diminution in value of investments Operating Profit before Working Capital changes (Increase) / Decrease in trade and other receivables (Increase) / Decrease in inventories (Increase) / Decrease in miscellaneous expenditure Increase / (Decrease) in trade payables Cash generated from Operations Direct taxes refund / (paid) - net Net Cash from Operating Activities (A) B. Cash Flow from Investing Activities Purchase of fixed assets Sale of fixed assets (Including monies received as advance) Purchase of investments Sale of investments Loans / Deposits made with subsidiaries / associates and third parties (net) Advance towards equity commitment Interest received Dividend received from subsidiaries Dividend received from other investments Cash received on Sale of Business Net Cash (used in) / from Investing Activities (B) C. Cash Flow from Financing Activities Issue of Equity Shares Net Proceeds to / from HO Proceeds from long term borrowings Repayment of long term borrowings (Repayments) / Proceeds from other borrowings (net) Loans (to) / from subsidiaries / associates (net) Interest paid Net Cash (used in) / from Financing Activities (C) Net (decrease) / increase in Cash and Cash Equivalents (A + B + C) Cash and Cash Equivalents at beginning of the year Cash and Cash Equivalents at end of the year (6,915) (6,915) 6,915 100,000 100,000 2008-2009 Rupees (9,855) (14,054) (23,909) 14,054 9,855 100,000 100,000

Notes 1. Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard (AS) 3 - Cash Flow Statements issued under the Companies (Accounting Standard) Rules, 2006. 2. Cash and Cash Equivalents represent Bank Balance. As per our report attached SHARP & TANNAN Chartered Accountants (ICAI Regn. No.109982W) By the hand of R. D. KARE Partner Membership No. 8820 Place : Mumbai Date : May 5, 2010 VIVEK MEHTA Director Place : Mumbai Date : May 5, 2010 N. HARIHARAN Director For and on behalf of the Board

S-101

L&T INFRA & PROPERTY DEVELOPMENT PRIVATE LIMITED

SCHEDULES FORMING PART OF ACCOUNTS

As at 31.03.2010 Rupees Rupees SCHEDULE - A SHARE CAPITAL Authorised 10,000 Equity Shares of Rs. 10 each Issued, Subscribed and Paid-up 10,000 Equity Shares of Rs. 10 each fully paid-up (All the above Equity Shares are held by Larsen & Toubro Limited, the Holding Company) TOTAL 100,000 100,000 100,000 100,000 As at 31.03.2009 Rupees Rupees

100,000

100,000

SCHEDULE - B CURRENT ASSETS, LOANS AND ADVANCES Cash and Bank Balances Cash in hand Balances with scheduled banks Cheque on hand Current Account Loans and Advances Unsecured, Considered good Subsidiary Company TOTAL 100,000 100,000

100,000

100,000

SCHEDULE - C CURRENT LIABILITIES AND PROVISIONS Liabilities Sundry Creditors Due to Larsen & Toubro Limited (Holding Company) Others Provisions TOTAL

25,309 5,515 30,824 30,824

18,394 5,515 23,909 23,909

SCHEDULE - D EXCESS OF EXPENDITURE OVER INCOME Opening Balance Income & Expenditure for the period TOTAL 23,909 6,915 30,824 23,909 23,909

S-102

L&T INFRA & PROPERTY DEVELOPMENT PRIVATE LIMITED

SCHEDULES FORMING PART OF ACCOUNTS (Contd.)

2009-2010 Rupees Rupees SCHEDULE - E SALES, ADMINISTRATION AND OTHER EXPENSES Audit Fees Sundries Rates & Taxes TOTAL 5,000 1,400 515 6,915 5,000 4,958 -103 9,855 2008-2009 Rupees Rupees

SCHEDULE - F NOTES TO ACCOUNTS 1. The Company maintains its accounts on accrual basis following the historical cost convention in accordance with Generally Accepted Accounting Principles (GAAP) in compliance with the provisions of the Companies Act, 1956 and the Accounting Standards as specified in the Companies (Accounting Standards) Rules, 2006, prescribed by the Central Government. The preparation of financial statements in conformity with GAAP requires that the management of the Company makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities and the disclosures relating to the contingent liabilities as of the date of the financial statements. Actual results could differ from these estimates. 2. 3. The Company has not yet commenced commercial operations. Preliminary and Pre-operative expenditure incurred prior to commencement of commercial business have been charged to Statement of Income & Expenditure during Pre-operational Period. The accumulated loss is classified under Application of Funds as a separate line item on the face of the Balance Sheet. The accumulated carried forward balance in the Statement of Income & Expenditure during Pre-operational Period will be reflected as brought forward balance in the Profit & Loss Account in the year of commencement of commercial business operations. 4. 5. There are no amounts due to Micro and Small enterprises as defined in Micro, Small and Medium Enterprises Development Act, 2006. Related party disclosures 5.1. List of Related party who exercise control. Larsen & Toubro Limited Larsen & Toubro Limited 5.3. Disclosure of Related party transactions 2009-2010 Rupees Reimbursement of pre-operative expenses Larsen & Toubro Limited 5.4. Amount due to Related party Due to Holding Company, Larsen & Toubro Limited 6. Figures for the previous period have been regrouped / reclassified wherever necessary. 25,309 18,394 6,915 9,958 2008-2009 Rupees Holding Company Holding Company 5.2. Name of Related party with whom transactions were carried out during the year and description of relationship

S-103

L&T INFRA & PROPERTY DEVELOPMENT PRIVATE LIMITED

SCHEDULES FORMING PART OF ACCOUNTS (Contd.)

7. BALANCE SHEET ABSTRACT AND COMPANYS GENERAL BUSINESS PROFILE I. Registration Details Registration No. U70102MH2007PTC176291 Balance Sheet Date 3 1 0 3 2 0 1 0 Date Month Year II. Capital raised during the year (Amount in Rs.Thousand) Public Issue N I L Bonus Issue N I L Position of Mobilisation and Deployment of funds (Amount in Rs. Thousands) Total Liabilities 1 0 0 Sources of Funds Paid-up Capital 1 0 0 Secured Loans N I Application of Funds Net Fixed Assets N I L Net Current Assets 6 9 Accumulated Losses 3 1 IV. Performance of Company (Amount in Rs. Thousands) Turnover N I L + Profit / Loss Before Tax 7 + Earnings per share in Rs. 0 . 6 9 Investments N I L Miscellaneous Expenditure N I L L Reserves & Surplus N I Unsecured Loans N I L L State Code 1 1

Rights Issue N I Private Placement N I L L

III.

Total Assets 1 0 0

Total Expenditure 7 + Profit / Loss After Tax 7 Dividend Rate % N . A .

V.

Generic Names of Three Principal Products / Services of the Company (as per monetary terms) Item Code: N . A . Product description NO ACTIVITIES DURING THE YEAR

As per our report attached SHARP & TANNAN Chartered Accountants (ICAI Regn. No.109982W) By the hand of R. D. KARE Partner Membership No. 8820 Place : Mumbai Date : May 5, 2010

For and on behalf of the Board

VIVEK MEHTA Director Place : Mumbai Date : May 5, 2010

N. HARIHARAN Director

S-104