Entegra Limited - Annual Report › docs › Annual_Report_Final-2014-15.pdf · 1 20th Annual Report 2014 - 2015 CORPORATE INFORMATION Mr. Mukul S. Kasliwal Mr. Warij A. Kasliwal

1

20th Annual Report 2014 - 2015

CORPORATE INFORMATION

Mr. Mukul S. Kasliwal Mr. Warij A. KasliwalChairman Vice-Chairman(Din No - 00058577) (Din No - 00012576)

Mr. Ajit C. Kapadia Mr. Prabhakar L. NeneDirector Director(Din No -00065081) (Din No -00228620) (Resigned w.e.f.-14-8-2015)

Mr. Alok N. Sinha Dr. Monica KhannaDirector Women Director(Din No -02874681) (Din No – 07263982) (Appointed w.e.f.-29-5-2015)

Mr. Jagdish Capoor Mr. Pinaki MukerjeeDirector Manager(Din No – 00002516)

Mr. Sanjay Gopalan Mr. C. R. BhagwatChief Financial Officer Company Secretary

SUBSIDIARIES

1. Shree Maheshwar HydelPower Corporation Limited

2. Ennertech Biofuels Limited3. Rajasthan Solar Power Company

Private Limited

AUDITORS

M/s. Shyam Malpani & AssociatesChatered Accountants307, Chartered HouseMarine Lines,Mumbai – 400 002

CIN NUMBERL31101MH1995PLC085471

MAIN BANKERSICICI Bank LimitedIndusInd Bank Limited

REGISTERED OFFICE

606, 6th FloorRaheja Chambers,Free Pree Journal Marg,Nariman Point,Mumbai - 400 021Tel: 022-66044242Fax: 022-66550320Email: [email protected]

EQUITY SHARES LISTINGBombay Stock Exchange Limited (BSE)Code : 532287

The National Stock Exchange of India Limited(NSE)Code : ENTEGRA

REGISTRAR & TRANSFER AGENTS

M/s. Bigshare Services Pvt. Ltd.E-2, Ansa Industrial Estate,.Sakivihar Road, Saki NakaAndheri (East), Mumbai – 400 073Tel: 022 28470652 -Fax: 022 28475207 Email:[email protected],Website: www.bigshareonline.com

2


CONTENTS• Notice of Annual General Meeting 3

• Directors’ Report 10

• Management Discussion & Analysis 22

• Corporate Governance Report 24

• Certificate on Corporate Governance 35

• Certificate by Chief Financial Officer on Financial Statement 36

Financial Statements

• Independent Auditors’ Report on Financial Statement 37

• Balance Sheet 40

• Statement of Profit and Loss 41

• Cash Flow Statement 42

• Notes to Financial Statements 44

• Significant Accounting Policies 54

• Independent Auditors’ Report on Consolidated Financial Statement 62

• Consolidated Balance Sheet 66

• Consolidated Statement of Profit and Loss 67

• Consolidated Cash Flow Statement 68

• Notes to Consolidated Financial Statements 70

• Significant Accounting Policies on Consolidated Accounts 82

Shareholders Information

• Attendance Slip

• Proxy Form

• Ballot Form

3


NOTICE

NOTICE is hereby given that the Twentieth Annual General Meeting of the members of Entegra Limited will be held on Monday,28th day of December 2015 at 11.00 a.m. at Sunville Hall, Orchid Room, 2nd Floor, 9, Dr. Annie Besant Road, Worli, Mumbai –400 018, to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the Audited Balance Sheet as at March 31, 2015, the Profit and Loss Account for the year ended on thatdate and the Reports of the Board of Directors and Auditors thereon.

2. To appoint Director in place of Mr. Warij A. Kasliwal (DIN: 00012576), who retires by rotation and being eligible, offershimself for re-appointment.

3. To appoint Director in place of Mr. Alok Sinha (DIN: 02874681), who retires by rotation and being eligible, offers himselffor re-appointment.

4. Appointment of Auditor

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 139 and other applicable provisions, if any, of the CompaniesAct, 2013 and the Rules framed there under, as amended from time to time, M/s Shyam Malpani & Associates, CharteredAccountants (Firm Registration 120438W / F-34171), be and is hereby re-appointed as Auditors of the Company to holdoffice from the conclusion of this Annual General Meeting till the conclusion of the twenty-forth Annual General Meeting ofthe Company to be held in the year 2019 (subject to ratification of their appointment at every AGM), at such remunerationplus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directorsof the Company and the Auditors.

SPECIAL BUSINESS:

5. Appointment of Women 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 149, 150, 152 read with Schedule IV and all other applicableprovisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement,Mrs. Monica Khanna (DIN : 07263982), who was appointed as an Additional Director pursuant to the provisions of Section161 of the Companies Act, 2013 and the Articles of Association of the Company and who hold office up to the date of thisAnnual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of theCompanies Act, 2013 from a member proposing her candidature for the office of Director, be and is hereby appointed as anIndependent Director of the Company to hold office for 5 consecutive years for a term up to the Conclusion of the 25th AGMof the Company in the Calender Year 2020, not liable to retire by rotation."

6. Approval for revision in mortgaging of properties of the Company under Section 180(1)(a) of the Companies Act,2013.

To consider and, if thought fit, to pass with or without modifications, the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of the resolution passed under Section 293(1)(a) of the Companies Act, 1956, at the16th Annual General Meeting of the Company held on 15th September, 2011 and pursuant to Section 180(1)(a) and otherapplicable provisions, if any, of the Companies Act, 2013, as amended from time to time, the consent of the Company be andis hereby accorded to the creation by the Board of Directors of the Company (hereinafter referred to as the “Board” whichterm shall include any committee thereof for the time being exercising the powers conferred on the Board by this Resolution)of such mortgages, charges, hypothecations, lien and / or pledge as may be necessary on such of the assets of the Company,both present and future, in such manner as the Board / Committee of the Board may direct, to or in favour of financialinstitutions, foreign financial institutions, investment institutions and their subsidiaries, banks, mutual funds, trusts, otherbodies corporate (hereinafter referred to as the "Lending Agencies") and Trustees for the holders of debentures/ bonds and/or other instruments which may be issued on private placement basis or otherwise, to secure rupee term loans/foreign currencyloans, debentures, bonds and other instruments of an outstanding aggregate value not exceeding Rs.5000 crores (Rupees

4


Five Thousand Crores only) together with interest thereon at the agreed rates of interest, liquidated damages, premium onprepayment or on redemption, costs, charges, expenses and all other moneys payable by the Company to the Trustees underthe Trust Deed and to the Lending Agencies under their respective Agreements / Loan Agreements / Debenture Trust Deedsentered / to be entered into by the Company in respect of the said borrowings.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to finalize with the Lending Agencies / Trustees,the documents for creating the aforesaid mortgages, charges, hypothecations, lien and / or pledge and to accept any modificationsto, or to modify, alter or vary, the terms and conditions of the aforesaid documents and to do all such acts and things and toexecute all such documents as may be necessary for giving effect to this resolution.”

7. Approval for revising borrowing limit of the Company under Section 180(1)(c) of the Companies Act, 2013

To consider, and if thought fit, to pass with or without modifications the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of the resolution passed under Section 293(1)(d) of the Companies Act, 1956 at the16th Annual General Meeting of the Company held on 15th September, 2011 and pursuant to Section 180(1)(c) and otherapplicable provisions, if any, of the Companies Act, 2013, as amended from time to time, the consent of the Company be andis hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall includeany committee thereof for the time being exercising the powers conferred on the Board by this Resolution) for borrowingfrom time to time, any sum or sums of monies, which together with the monies already borrowed by the Company (apart fromtemporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business), may exceed theaggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specificpurpose, provided that the total outstanding amount so borrowed shall not at any time exceed the limit of Rs. 5000 crores(Rupees Five Thousand Crores only).”

“RESOLVED FURTHER THAT the Board be and is hereby authorized and empowered to arrange or settle the terms andconditions on which all such monies are to be borrowed from time to time as to interest, repayment, security or otherwisewhatsoever as it may think fit and to do all such acts, deeds and things as they may deem necessary to give effect to the aboveresolution including but not limited to the appointment of any manager/consultant or any other intermediary in respect of theabove offerings and/or to execute all such documents, instruments and writings as may be required.”

8. To adopt new Articles of Association of the Company containing regulations in conformity with the Companies Act, 2013To consider and if thought !t, to pass, with or without modification(s), the following resolution as a Special Resolution :“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act,2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, forthe time being in force), the draft regulations contained in the Articles of Association submitted to this meeting be and arehereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Articlesof Association of the Company.“RESOLVED FURTHER THAT any of the Director and Company Secretary of the Company, be and are hereby authorizedto do all such acts, deeds, matters and things as may be necessary, proper, expedient, required or incidental thereto, in thisregard including but not limited to filing of requisite application/ forms/ reports, etc. with the Ministry of Corporate Affairsor with such other authorities as may be required for the purpose of giving effect to this resolution”.

By Order of the Board of DirectorsPlace : Mumbai Sd/-

Date : 14th November 2015 Warij A. KasliwalRegistered Office : Director606, 6th Floor,Raheja Chambers ,Free Press Journal Marg,Nariman Point,Mumbai – 400 021

CIN : L31101MH1995PLC085471e-mail: : [email protected]

5


NOTES

1. A member entitled to attend and vote at the Annual General Meeting (the Meeting) is entitled to appoint one or moreproxy (ies) to attend and vote on a poll instead of himself / herself and a proxy so appointed need not be a member of thecompany. The instrument appointing the proxy should, however, be deposited at the registered office of the Companynot less than forty-eight hours before the commencement of the meeting.

2 A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percentof the total share capital of the Company caring voting rights. A member holding more than ten percent of the total share capitalof the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for anyother person or shareholder.

3. Brief resume of Directors proposed to be appointed / re-appointed, nature of their expertise in specific functional areas, nameof Companies in which they hold directorships and Chairmanships / memberships of Board Committees, shareholding andrelationships between directors inter-se as stipulated under Clause 49 of the Listing Agreements entered into with stock exchangesare provided in the Corporate Governance Report forming part of the Annual Report.

4. Corporate members intending to send their authorised representatives to attend the meeting are requested to send a certifiedcopy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

5. A Statement pursuant to Section 102 (1) of the Companies Act, 2013, relating to the Special Business to be transacted at theMeeting is annexed hereto.

6. All documents referred to in the Notice and Explanatory Statement will be available for inspection by the Members at theRegistered Office of the Company on all working days, except Saturdays, during business hours upto the date of the Meeting.

7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) byevery participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PANto their Depository Participants with whom they are maintaining their demat account. Members holding share in physical formcan submit their PAN to the Company / Bigshare.

8. Members may avail of the facility of dematerialisation by opening Depository accounts and get the equity share certificatesheld by them dematerialised.

9. Members are requested to notify immediately any change in their address along with Pin Code Number to the Company /Share Transfer Agents.

10. Members / Proxies are requested to bring their copy of the Annual Report and the Attendance Slip sent herewith to attend theAnnual General Meeting.

11. Members are requested to address all correspondence to the Registrar and Share Transfer Agent , M/s Bigshare Services Pvt.Ltd., E – 2, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai – 400 073.

12. Members are requested to send their queries, if any, on the Annual Accounts of the Company at least 7 days before the date ofAnnual General Meeting to the Secretarial Department.

13. Member who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving allcommunication including Annual Report, Notice, Circulars etc., from Company electronically.

14. In Compliance with the provisions of section 108 of the Act and the Rules framed there under, the Members are provided withthe facility to cast their vote electronically, through the e-voting services provided by CSDL, on all resolutions set forth in thisnotice.

The instructions for members for voting electronically are as under:-In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com(ii) Click on “Shareholders” tab.(iii) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”

6


(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.comand voted on an earlier voting of anycompany, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both dematshareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant arerequested to use the first two letters of their name and the 8 digits of the serial number (referserial no. printed on the name and address sticker/Postal Ballot Form/mail) in the PAN field.

• In case the serial number is less than 8 digits enter the applicable number of 0’s before thenumber after the first two characters of the name in CAPITAL letters. eg. If your name isRamesh Kumar with serial number 1 then enter RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demataccount or folio in dd/mm/yyyy format.

Dividend Bank Enter the Dividend Bank Details as recorded in your demat account or in the company records for theDetails said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recordedwith the depository or company please enter the member id / folio number in the DividendBank details field.

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then reach directly the Company selection screen. However, members holdingshares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their loginpassword in the new password field. Kindly note that this password is to be also used by the demat holders for voting forresolutions of any other company on which they are eligible to vote, provided that company opts for e-voting throughCDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keepyour password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in thisNotice.

(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO impliesthat you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. Ifyou wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify yourvote.

7


(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code andclick on Forgot Password& enter the details as prompted by the system.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.com and register themselves as Corporates.

• They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity [email protected].

• After receiving the login details they have to create a user who would be able to link the account(s) which they wish to voteon.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would beable to cast their vote.

• They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favourof the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

In case of members receiving the physical copy:

(A) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

(B) The voting period begins on Friday, December 25, 2015 at 10.00 a.m. and ends on Sunday, December 27, 2015 at 5.00 p.m.During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on thecut-off date of December 21, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL forvoting thereafter.

(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 5

Mrs. Monica Khanna (DIN:07263982) was appointed as Additional Director at the Board Meeting held on May 29, 2015 to beeffective from that date. She vacates her directorship at this Annual General Meeting. The Board of Directors has received a noticefrom the shareholder proposing the candidature of Dr. Monica Khanna to be appointed as a Woman / Independent Director underthe provisions of Section 149 and 152 of the Companies Act, 2013,. Mrs. Monica Khanna has consented in writing to act asIndependent Director in FormDIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules 2014(ii)intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that sheis not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013 and (iii) a declaration to the effect that shemeets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

The Resolution seeks the approval of members for the appointment of Dr. Monica Khanna (DIN : 07263982)as Women / IndependentDirector of the Company for a term of 5 consecutive years pursuant to Section 149 and other applicable provisions of the CompaniesAct, 2013 and the Rules made hereunder. She is not liable to retire by rotation. In the opinion of the Board of Directors, Dr. MonicaKhanna (DIN : 07263982) proposed to be appointed, as a Women / Independent Director, fulfill the conditions specified in theCompanies Act, 2013 and the Rules made hereunder and she is independent. The Company has also received along with the anotice recommending her appointment to the office the requisite deposit under Section 160 of the Act.

A copy of the draft letter for the appointment of Dr. Monica Khanna (DIN : 07263982)as a Women / Independent Director settingout the terms and conditions is available for inspection without any fee by the members at the Company's Registered Office duringnormal business hours on working days up to the date of the Annual General Meeting.

None of the Directors, Key Managerial Personnel or their relatives, except Dr. Monica Khanna (DIN : 07263982)for whom theResolution relates, are interested or concerned in the Resolution.

8


The Board recommends for approval by the members appointment of Dr. Monica Khanna (DIN : 07263982)as IndependentDirector of the Company for five consecutive years for a term upto 31.03.2020 pursuant to section 149 and other applicableprovisions of the Act, Rules made there under and that she shall not be liable to retire by rotation

ITEM NO. 6 & 7:

The members at the Annual General Meeting of the Company held on 1th September, 2011, had accorded their consent to theBoard of Directors for borrowings up to Rs.5000 Crores under Section 293(1)(d) of the Companies Act, 1956. In order to securethe borrowings made by the Company by suitable mortgage/charge on all or any of the moveable and/or immovable properties ofthe Company, the Company in its Annual General Meeting held on 15th September, 2011 has granted necessary authorisation tothe Board of Directors under Section 293(1)(a) of the Companies Act 1956. The Company is expanding its business activitieswhich entail deployment of huge funds. It is, therefore, necessary for the members to pass Special Resolutions under Section180(1)(a) and Section 180(1)(c) of the Companies Act, 2013, as set out at Item No. 6 and 7 of the Notice, to enable the Board ofDirectors to borrow money in excess of the aggregate of the paid up share capital and free reserves of the Company and for creationof security on assets. Approval of members is being sought to borrow money upto Rs 5,000 Crores (Rupees Five Thousand Croresonly) in excess of the aggregate of the paid up share capital and free reserves of the Company and to create security on assets of theCompany. Your directors recommend the resolutions at item no. 6 and 7 for approval of the shareholders.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial orotherwise, in the resolutions set out at Item Nos.6 and 7.

Your Directors recommend the above Resolution for your approval.

None of the Directors of the Company are in any way concerned or interested in the said resolution.

ITEM NO.8 :

The existing Articles of Association (“AoA”) are based on Companies Act 1956. On September 12, 2013, the Ministry of CorporateAffairs (“MCA”) had notified 98 Sections for implementation. Subsequently, on March 26, 2014, MCA notified most of theremaining Sections (barring those provisions which require sanction / confirmation of the National Company Law Tribunal(“Tribunal”) such as variation of rights of holders of different classes of shares (Section 48), reduction of share capital (Section 66),compromises, arrangements and amalgamations (Chapter XV), prevention of oppression and mismanagement (Chapter XVI),revival and rehabilitation of sick companies (Chapter XIX), winding up (Chapter XX) and certain other provisions including, interalia, relating to Investor Education and Protection Fund (Section 125) and valuation by registered valuers (Section 247). However,substantive sections of the Act which deal with the general working of company’s are operative

With the coming into force of the Act several regulations of the existing AoA of the Company require alteration or deletions inseveral articles. Given this position, it is considered expedient to wholly replace the existing AoA by a new set of Articles based onTable ‘F’ of the Act which sets out the model articles of association for a company limited by shares.

By Order of the Board of Directors

Place : Mumbai Sd/-Date : 14th November 2015 Warij A. KasliwalRegistered Office : Director606, 6th Floor,Raheja Chambers ,Free Press Journal Marg,Nariman Point,Mumbai – 400 021.

CIN : L31101MH1995PLC085471e-mail: : [email protected]

9


DETAILS PURSUANT TO CLAUSE 49 VIII (E) OF THE LISTING AGREEMENT IN RESPECT OF DIRECTOR SEEKING RE APPOINTMENTBrief Resume of Directors seeking re-appointment

(Abbreviated resume of the Director of the Company seeking re-appointment)Name of the Director Mr. Warij A, KasliwalNature of Resolution Re-appointment as DirectorDate of Birth 2nd July 1954Director Identification Number '00012576Qualifications An associate of the National College of Rubbee Tech. LondonExperience in specific functional areas Textile & PowerDirectorships held in other Companies (including 1) MW Unitexx LimitedForeign Companies and Private Companies) 2) S. Kumars Limited

3) MW Advisors Limited {formerly known as S.Kumars (Investments) Limited}

4) MW Infra Developers Limited5) Surajmal & Sons Private Limited6) Dhvani Terefabs Exports Ltd.7) Girija Holdings Private Limited8) Raj Infin Private Limited9) K U Enterprises Ltd.10) MW Corp Private Limited11) S. Kumar Enterprises (Synfabs) Limited12) Moolsha Investments Private Limited13) Klopman India Private Limited14) Klopman Textiles Private Limited15) S. Kumars Life Assurance Corporation Limited16) S. Kumars Tyre Manufacturing Company Limited17) PU Services Limited

Chairman / Member of Committees of Other Companies MW Unitexx LimitedStakeholders Greivence Committee – Member

Number of Equity Shares held in the Company Nil

DETAILS PURSUANT TO CLAUSE 49 VIII (E) OF THE LISTING AGREEMENT IN RESPECT OF DIRECTOR SEEKING RE APPOINTMENTBrief Resume of Directors seeking re-appointment

(Abbreviated resume of the Director of the Company seeking re-appointment)Name of the Director Dr. Monica KhannaNature of Resolution Appointment as Women DirectorDate of Birth 8th May 1964Director Identification Number '07263982Qualifications P.hd. MMS (marketing), R.Tech. (Electrical Engineering)Experience in specific functional areas P.hd guide, faculty for more then 10 years , 4 years industry

Expeeriance.Directorships held in other Companies (including Foreign Companies and Private Companies) NilChairman / Member of Committees of Other Companies NilNumber of Equity Shares held in the Company Nil

DETAILS PURSUANT TO CLAUSE 49 VIII (E) OF THE LISTING AGREEMENT IN RESPECT OF DIRECTOR SEEKING RE-APPOINTMENTBrief Resume of Directors seeking re-appointment

(Abbreviated resume of the Director of the Company seeking re-appointment)Name of the Director Mr. Alok SinhaNature of Resolution Re-appointment as DirectorDate of Birth 1st November 1948Director Identification Number '02874681Qualifications IAS1973Experience in specific functional areas PowerDirectorships held in other Companies 1. Shree Maheshwar Hydel Power Corporation Ltd.(including Foreign Companies and Private Companies) 2. Dasna Developers Limited

3. MW Infra Developers Limited4. LT Food Limited

Chairman / Member of Committees of Other Companies NilNumber of Equity Shares held in the Company Nil

10


DIRECTORS’ REPORT

To,

The Members ofEntegra Limited

Dear Shareholders,

Your Directors present herewith the 20th Annual Report on the business of the Company, together with the Financial Statementsfor the financial year ended March 31, 2015.The Company had obtained permission from the Registrar of Companies for holding the Annual General Meeting before end ofDecember 2015.RESULT OF OPERATIONSThe summarised financial highlights of the Company for the year ended March 31st, 2015 are as follows:

(Rs. in Lacs)

Particulars Financial Year endedStandalone Consolidated

31/03/2015 31/03/2014 31/03/2015 31/03/2014Total Income 20.25 29.13 12.77 12.11Profit/(loss) before Interest, Depreciation (60.41) (180.29) (68.53) (186.31)& Tax (EBITDA)Finance Charges 330.96 4986.97 22.13 2201.52Depreciation 11.71 1.30 12.02 13.19Provision for Income Tax(including for earlier years) Nil Nil (0.03) NilNet Profit/(Loss) After Tax (403.08) (5168.56) (102.67) (2401.02)Profit/(Loss) brought forward from previous year (23035.40) (17866.84) (15179.85) (12778.82Amount transferred consequent to Scheme Nil Nil Nil Nilof MergerProfit/(Loss) carried to Balance Sheet (23438.48) (23035.40) (15282.49) (15179.85)

*previous year figures have been regrouped/rearranged wherever necessary.

DIVIDENDDirectors do not recommend any dividend.

THE YEAR IN RETROSPECTThere has been no business activity during the year except follow-up work that was done for restart of construction activities of the10 * 40 MW Maheshwar Hydro Power Project.Finalization of funding arrangements to complete the partially ready 40x10 MW Hydro Power Project of the Subsidiary CompanyShree Maheshwar Hydel Power Corporation Limited (SMHPCL) is under finalization. Your company has been successful inidentifying and introducing to the Lenders of SMHPCL an International Investor who has offered to arrange full funds to completethe Project and also substitute existing high cost debt with low cost ones. Your management is hopeful that the Lenders of SMHPCLwill not unreasonably delay their confirmations to the offerso that early resumption of work and its fast commissioning is renderedpossible. Such an event will have a great impact on your Company’s future.MANAGEMENT DISCUSSION AND ANALYSIS REPORTReview of operations and performance of the Company is covered under a separate Statement as ‘Management Discussion andAnalysis Report’ forming part of this Annual Report.

CORPORATE GOVERNANCEReview on Corporate Governance as stipulated under Clause 49 of the Listing Agreement along with a certificate from M/s Roy

11


Jacob & Co., Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewithand forms part of the Annual Report.

CAPITAL/ FINANCEAs on 31st March, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs. 3,17,15,30,090/-, comprising31,71,53,009 Equity shares of Rs.10/- each.

BUSINESS OUTLOOK & PLANSThe Company is making efforts to ensure that during the current year the Maheshwar Project becomes operational with the first 3turbines apart from commencement of construction work for installing the remaining seven Turbines.

DIRECTORSIn terms of the Articles of Association of the Company, Mr. Warij A. Kasliwal, Director and Mr. Alok Sinha, Directors of theCompany retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Theirbrief profile is included in the Report on Corporate Governance forming part of the Annual Report. Your Directors recommendtheir re-appointment at the forthcoming Annual General Meeting.Your Director Mr. P L Nene resigned from the board of the Company in August 2015 due to health reasons. The Directors wish toplace on record their gratitude for the valuable contribution by Mr. Nene during his association with the Company.The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteriaof independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of theListing Agreement with the Stock Exchange.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTSThe Company has 3 Subsidiaries as on March 31, 2015 namely

a. Shree Maheshwar Hydel Power Corporation Limited (SMHPCL)b. Ennertech Biofuels Limited (EBL)c. Rajasthan Solar Power Company Private Limited (RSPCPL).

There has been no material change in the nature of the business of the subsidiaries. A statement containing brief financial details ofthe subsidiaries is included in the Annual Report.As required under the Listing Agreements entered into with the Stock Exchanges, a consolidated financial statement of the Companyand its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accountingstandards as prescribed under Section 211(3C) of the Act. These financial statements disclose the assets, liabilities, income, expensesand other details of the Company and its subsidiaries.It may, however, be noted that the audited accounts of the Subsidiary ShreeMaheshwar Hydel Power Corporation Limited is not yet available due to pending decision on applicability of couple of AccountingStandards for drawing up the Accounts which will have a critical bearing on their financial statements. Hence, the Un-auditedFinancial Statements, as taken on record by the Board of Directors of Shree Maheshwar Hydel Power Corporation Limited, hasbeen consolidated with the audited Financial Statements of your Company.In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet,Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of theCompany. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with thesaid circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholderof the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of theCompany.

Board’s observations to the Qualifications in the Auditor’s Report:(1) Non provision of Interest payable to EARCL referred to in (i) under Qualified Opinion: The management is under discussions

with Edelweiss for One-time Settlement of Company’s dues and which will get firmed up on commissioning of MaheshwarProject. Your management is confident of waiver of total interest payments to the ARC. Hence no provision for accruedinterest has been made in the Books.

(2) We have reasons to believe that the Developer to whom the deposit was made has started the work related to revival of theirProject. Under the circumstances we are confident that the Company shall be provided with the rent-free area in the developedproperty in the next 18 months.

DEMATERIALISATION OF SHARESThe trading in equity shares of the company is permitted only in dematerialised form. A total of 96.53% shares are held in

12


dematerialised form with NSDL and CDSL as on 31st March, 2015.

AUDIT COMMITTEE:-In accordance with Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constitutedthe Audit committee which currently consists of Mr. Jagdish Capoor – (Chairman of Audit Committee), Mr. Ajit Kapadia and Mr.Alok Sinha.

AUDITORS AND AUDITORS’ REPORTM/s, Shyam Malpani& Associates, Chartered Accountants, Statutory Auditor of the Company hold office till the conclusion of theensuing Annual General Meeting and are eligible for re-appointment.The Company has received letter from M/s Shyam Malpani & Associates to the effect that their re-appointment, if made, would bewithin the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.The Notes on Financial Statements referred to in the Auditors Report are self – explanatory and do not call for any comments.

SECRETARIAL AUDITORSThe Board had appointed M/s Roy Jacob & Co., Practicing Company Secretaries to conduct Secretarial Audit for the financial year2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed as Annexure B to this Report. TheSecretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACYThe Company has in place an Internal Control System commensurate with the size, scale and complexity of its operations. TheInternal Control System provides reasonable assurance with regard to recording and providing reliable information, compliancewith applicable laws, rules and regulations.The Audit Committee reviews Audit Reports submitted by the Internal Auditors M/s SMNP & Co, Chartered Accountants on aregular basis.

RISK MANAGEMENTPursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has already in place a Risk ManagementPlan. The Company has a Business Risk management framework to identify and evaluate business risks and opportunities. Thisframework minimizes adverse impact of on business objectives and enhances your Company’s competitive advantage. In accordancewith the provision of Clause 49 of the Listing Agreement, your Company has also constituted a Risk Management Committee.

WHISTLE BLOWER POLICY AND VIGIL MECHANISMThe Company has Whistleblower Policy and Vigil Mechanism to deal with instances of fraud and mismanagement, if any. TheWhistleblower Policy and Vigil Mechanism is uploaded on the website of the Company.

SEXUAL HARRASMENTDuring the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013

RELATED PARTY TRANSACTIONSAll related party transactions attracting compliance under Section 188 and/or Clause 49 of the Listing Agreement are placed beforethe Audit Committee as also before the Board for approval.The disclosure on Related Party Transactions is made in the Financial Statement of the Company. The prescribed form AOC-2 ofthe Companies (Accounts) Rules, 2014 is enclosed as a separate Annexure.

FIXED DEPOSITSThe Company has not accepted any Deposits and such, no amount on account of principal or interest on public deposits wasoutstanding as on the date of balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTSThe details of loans, guarantees and investments are given in the notes to the financial statements.

PARTICULARS OFEMPLOYEESDuring the year under review, no employee of the Company was drawing remuneration exceeding the limits prescribed under Rule5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has no employeeswho were in receipt of the remuneration of Rs.60,00,000/- or more per annum during the year ended 31st March 2015 or Rs.5,00,000/- or more per month during any part of the said year.

13


CONSERVATION OFENERGY AND TECHNOLOGY ABSORPTIONBeing a Renewable Energy Company, your Company is committed to energy conservation at every stage of its operations. To keeppace with the technology revolution, your Company is taking necessary steps in utilising modern and advanced technology.

NUMBER OF MEETINGS OF THE BOARDThe number of meetings held during the year is mentioned in detail in the Corporate Governance Report that forms a part of thisAnnual Report.

EXTRACT OF ANNUAL RETURNPursuant to section 92(3) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration)Rules, 2014, extract of annual return is Annexed as Annexure A.

DIRECTORS’ RESPONSIBILITY STATEMENTIn terms of Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmedthat:

i) In the preparation of the Annual Accounts for the Financial Year ended 31st March 2015, the applicable accountingstandards read with requirement set out under Schedule VI to the Companies Act, 1956, have been followed and there areno material departures from the same..

ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimatesthat are reasonable and prudent so as to give true and fair view of the State of Affairs of the Company at the end of thefinancial year 31st March 2015 and of the profit/loss of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the Company and for preventing / detecting fraud and otherirregularities

iv) The Directors have prepared the annual accounts of the Company on a ‘going concern’ basis; and

v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively

vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the wholehearted and continued support extended by all the investors,customers, suppliers, banks, Stock Exchanges, financial institutions and other Government Authorities during the year underreport.

Your Directors also take this opportunity to express their deep sense of gratitude to the commitment, dedication and hard work ofall employees who have been a major driving force behind the Company.

For and on behalf of the Board of Directors

Sd/-Mukul Kasliwal

Chairman

Place: Mumbai

Date : 14th November 2015

14


FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

as on financial year ended on 31st March 2015[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration ) Rules, 2014.](I). REGISTRATION & OTHER DETAILS:

i CIN L31101MH1995PLC085471

ii Registration Date 10.02.1995

iii Name of the Company ENTEGRA LIMITED

iv Category/Sub-category of the Company Company Limited By Shares

v Address of the Registered office 606, 6th Floor, Raheja Chambers, Free Press Journal Marg, Nariman Point,and Contact Details Mumbai - 400 021 Tel:+91 22 66044242; Fax:+91 22 66550320;

E-mail: [email protected]

vi Whether listed company Yes

vii Name , Address & contact details of the M/s Bigshare Services Private LimitedE 2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka,Andheri (East), Mumbai 400 093Telephone nos.: - 022 - 28470652 Fax no: - 022 - 28475207Email: [email protected] : www. bigshareonline.com

(II). PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10% or more of the total turnover of the company shall be stated

No activity contributes to 10% or more.

(III). PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

SL Name & Address of the Company CIN/GLN HOLDING % OF APPLICABLENo SUBSIDIARY/ SHARES SECTION

/ ASSOCIATE HELD

1. Shree Maheshwar Hydel Power U40101MP1993PLC007667 Subsidiary 58% 2 (87) (2)Corporation Limited

2. Ennertech Biofuels Ltd U01100MH1996PLC101018 Subsidiary 100% 2 (87) (2)

3. Rajasthan Solar Powmer U11100MH2009PTC196993 Subsidiary 100% 2 (87) (2)Company Private Ltd

(IV). SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i). Category-wise Share Holding

Annexure A

15


Category of No. of Shares held at the beginning No. of Shares held at the end of % Change duringShareholder of the year : 01/04/2014 the year : 31/03/2015 during the year

Demat Physical Total % of Demat Physical Total % ofTotal Total

Shares SharesA. Promoters(1) Indian 0 0 0 0 0 0 0 0(a) Individual/HUF 0 0 0 0 0 0 0 0(b) Central Govt 0 0 0 0 0 0 0 0(c) State Govt (s) 0 0 0 0 0 0 0 0(d) Bodies Corp. 222820048 8500000 231320048 72.94 216320048 8500000 224820048 70.89(e) Banks / FI 0 0 0 0 0 0 0 0Sub-total (A) (1):- 5857054 8500000 237177102 74.78 222177102 8500000 230677102 72.73(2) Foreign(a) NRIs - 0 0 0 0 0 0 0 0Individuals 0 0 0 0 0 0 0 0(b) Other – 0 0 0 0 0 0 0 0Individuals 0 0 0 0 0 0 0 0(c) Bodies Corp. 0 0 0 0 0 0 0 0(d) Banks / FI 0 0 0 0 0 0 0 0(e) Any Other…. 0 0 0 0 0 0 0 0Sub-total (A) (2):- 0 0 0 0 0 0 0 0Total shareholding of Promoter(A) =(A) (1)+(A) (2) 5857054 8500000 237177102 74.78 222177102 8500000 230677102 72.73B. PublicShareholding1. Institutions(a) Mutual Funds 0 0 0 0 0 0 0 0(b) Banks / FI 88634 0 88634 0.03 88634 0 88634 0.03(c) Central Govt 0 0 0 0 0 0 0 0(d) State Govt(s) 0 0 0 0 0 0 0 0(e) Venture Capital Funds 0 0 0 0 0 0 0 0(f) Insurance Companies 0 0 0 0 0 0 0 0(g) FIIs 8244576 0 8244576 2.60 8244576 0 8244576 2.60(h) Foreign Venture Capital 0 0 0 0 0 0 0 0Funds 0 0 0 0 0 0 0 0(i) Others (specify) 0 0 0 0 0 0 0 0Sub-total (B)(1):- 8333210 0 8333210 2.63 8333210 0 8333210 2.632. Non-Institutions(a) Bodies Corp. 0 0 0 0 0 0 0 0(i) Indian 48152444 54836 48207280 15.20 47994670 54836 48049506 15.15(ii) Overseas 0 0 0 0 0 0 0 0(b) Individuals(i) Individual shareholders 7780874 2412313 10193187 3.21 7676372 2408869 10085241 3.18holding nominal sharecapital upto Rs. 1 lakh(ii) Individual shareholders 13058446 45907 13104353 4.13 19820249 45907 19866156 6.26 holding nominal sharecapital in excess of Rs. 1 lakh(c) Others (specify) 137751 125 137876 0.04 141668 125 141793 0.04Sub-total (B)(2):- 69129515 2513181 71642696 22.59 75632959 2509737 78142696 24.64Total Public Shaholding 77462725 2513181 79975906 25.22 83966169 2509737 86475906 27.27(B)=(B)(1)+(B)(2)C. Shares held by Custodian 0 0 0 0 0 0 0 0for GDRs & ADRsGrand Total (A+B+C) 83319780 11013181 317153009 100 306143272 11009737 317153009 100

16


(i). Category-wise Share Holding

Sr. Shareholder’s No. of Shares held at the beginning No. of Shares held at the end of % Change duringNo. Name of the year : 01/04/2014 the year : 31/03/2015 during the year

No. of % of % of No. of % of % ofshares total shares shares total shares

shares pledge/ shares pledge/of the bered of the bered

copmany to total copmany to totalshares shares

1 MW Infra Developers 224091350 70.66 204681518 217591350 68.61 198181518 -2.05Limited

2 MW Corp Private Ltd. 2417799 0.76 0 2417799 0.76 0 0

3 Raj Infin Private 2405450 0.76 0 2405450 0.76 0 0Limited

4 Girija Holdings 2405450 0.76 0 2405450 0.76 0 0Private Limited

Person Acting inConcert (PAC)

1 Ms. Pratibha Warij 1046154 0.33 0 1046154 0.33 0 0Kasliwal

2 Ms. Uravi Mukul 1046154 0.33 0 1046154 0.33 0 0Kasliwal

3 Kartikeya Finvest 1882373 0.59 0 1882373 0.59 0 0Private Limited

4 Moolsha Investment 1882373 0.59 0 1882373 0.59 0 0Private Limited

Total 237177104 74.78 204681518 230677104 72.73 198181518 -2.05

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No. Shareholding Cumulativeat the beginning Shareholding

of the year during the year

No. of % of total No. of % of totalshares shares of shares shares of

the thecompany company

At the beginning of the year 1/4/2014 237177104 74.78 237177104 74.78

Date wise Increase /

Decrease in Promoters

Share holding during the

Year specifying the reasons for

increase / decrease (e.g. 6500000 -2.05 6500000 -2.05

allotment / transfer / bonus/ sweat equity etc):

At the end of the year 31/03/2015 230677104 72.73 230677104 72.73

17


(iv)Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRsand ADRs):

Sr No. For Each of the Top 10 Shareholders Shareholding Cumulativeat the beginning Shareholding




1 HAKMANS FINANCIAL SERVICES AND SECURITIES PRIVATE LIMITEDAt the beginning of the year 35684615 11.25 35684615 11.25

Date wise Increase / Decrease in Share holding during Nil 0.00 Nil 0.00the year specifying the reasons for increase / decrease(e.g. allotment / transfer / bonus / sweat equity etc):

At the End of the year ( or on the date of 35684615 11.25 35684615 11.25separation, if Separated during the year)

2 MANISH OMPRAKASH KUKREJAAt the beginning of the year 7184948 2.27 7184948 2.27

Date wise Increase / Decrease in Share holding during 6500000 2.05 6500000 2.05the year specifying the reasons for increase / decrease(e.g. allotment / transfer / bonus / sweat equity etc):Reason :Transfer, Date : 30/01/2015At the End of the year ( or on the date of 684948 0.22 684948 0.22separation, if Separated during the year)

3 ORANGE MAURITIUS INVESTMENTS LIMITEDAt the beginning of the year 7846154 2.47 7846154 2.47

Date wise Increase / Decrease in Share holding during Nil 0.00 Nil 0.00the year specifying the reasons for increase / decrease(e.g. allotment / transfer / bonus / sweat equity etc):Reason :Transfer, Date : 30/01/2015


4 VIDHI HOLDINGS PVT LTDAt the beginning of the year 3359362 1.06 3359362 1.06Date wise Increase / Decrease in Share holding during Nil 0.00 Nil 0.00the year specifying the reasons for increase / decrease(e.g. allotment / transfer / bonus / sweat equity etc):Reason :Transfer, Date : 30/01/2015


5 PANTHER FINCAP & MANAGEMENT SERVICES LTD.At the beginning of the year 2556538 0.81 2556538 0.81


At the End of the year ( or on the date of separation,if Separated during the year) 2556538 0.81 2556538 0.81

18


Sr No. For Each of the Top 10 Shareholders Shareholding Cumulativeat the beginning Shareholding




6 KARTIKEYA FINVEST PRIVATE LIMITEDAt the beginning of the year 1882373 0.59 1882373 0.59


At the End of the year ( or on the date of separation, 1882373 0.59 1882373 0.59if Separated during the year)

7 MOOLSHA INVESTMENT PRIVATE LIMITEDAt the beginning of the year 1882373 0.59 1882373 0.59


At the End of the year ( or on the date of separation, 1882373 0.59 1882373 0.59 if Separated during the year)

8 ROTUNDA CAPITAL & FINANCE (INDIA) PVT LTDAt the beginning of the year 1770819 0.56 1770819 0.56



9 ANI - ABHI INVESTMENT PVT LTDAt the beginning of the year 1208950 0.38 1208950 0.38



10 DURVISH MERCANTILE PRIVATE LIMITEDAt the beginning of the year 620389 0.20 620389 0.20

Date wise Increase / Decrease in Share holding duringthe year specifying the reasons for increase / decrease(e.g. allotment / transfer / bonus / sweat equity etc):Reason :Transfer, Date : 30/01/2015 Nil 0.00 Nil 0.00

At the End of the year ( or on the date of separation,if Separated during the year) 620389 0.20 620389 0.20

19


(v). Shareholding of Directors and Key Managerial Personnel:No Shares in the Company were/are held by any Director and Key managerial Personnel.

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured Loans Deposits Totalexcluding Indebtednessdeposits

Indebtedness at the beginningof the financial year 80,46,84,361 - 3,49,96,84,361i) Principal Amount 2,69,50,00,000ii) Interest due but not paid 152,71,82,073 152,71,82,073iii) Interest accrued but not due

Total (i+ii+iii) 4,22,21,82,073 80,46,84,361 - 5,02,68,66,434Change in Indebtedness duringthe financial year - 1,95,06,922 1,95,06,922

• Addition• Reduction

Net Change - 1,95,06,922 1,95,06,922

Indebtedness at theend of the financial year 2,69,50,00,00 82,41,91,283 3,51,91,91,283i) Principal Amountii) Interest due but not paid 152,90,77,475 152,90,77,475iii) Interest accrued but not due

Total (i+ii+iii) 4,22,40,77,475 82,41,91,283 5,04,83,68,758

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:The Company did not pay any remuneration to Manager during the year.

B. Remuneration to other directors:Sl. No. Particulars of Remuneration Name of Directors Total Amount

1. Independent Mr. Prabhakar Mr. Ajit Mr. Hiten Mr. JagdishDirectors L. Nene Kapadia Khatau Capoor

5000 35,000 20,000 40,000• Fee for attending board /committee meetings• Commission• Others, please specifyTotal (1) 5000 35,000 20,000 40,000

2 Other Non-Executive Directors Mr. Mukul S. Mr. Warij A. Mr. AlokKasliwal Kasliwal Sinha

20,000 5,000 10,000

• Fee for attending board /committee meetings• Commission• Others, please specifyTotal (2) 20,000 5,000 10,000Total (B)=(1+2) 25000 40000 30000 40000Total Managerial RemunerationOverall Ceiling as per the Act

20


C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER/WTD

The Company did not pay any remuneration to Key managerial Personnel

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

The Company, its Directors and Officers in Default did not pay any Penalty for punishment and compounding of offencesduring the year under the Companies Act.

Annexure B

Form No. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2015[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration

Personnel) Rules, 2014]

To,The Members,Entegra Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporatepractices by Entegra Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by thecompany and also the information provided by the Company, its officers, agents and authorized representatives during the conductof secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial yearended on 31st March, 2015 complied with the statutory provisions listed hereunder, except which are specifically mentionedtherein and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the mannerand subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for thefinancial year ended on 31st March 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;(ii) Company did not comply with the provisions of Section 149(2) (b) in respect of the appointment of Women Director

during the Audit period.(iii) Undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance,

income tax, sales tax, wealth tax, service tax, custom duty, cess and other material statutory dues, as applicable, havenot been regularly deposited with the appropriate authorities though there has been delay in few cases.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment and External Commercial Borrowings: Not applicable to the Companyduring the Audit period

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992(‘SEBI Act’) and which are applicable to the company:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009:Not Applicable to the Company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock PurchaseScheme) Guidelines, 1999: Not Applicable to the Company during the Audit Period.

21


(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 : NotApplicable to the Company during the Audit Period

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 regarding the Companies Act and dealing with client.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: : Not Applicable tothe Company during the Audit Period

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998: : Not Applicable to theCompany during the Audit Period

I/we have also examined compliance with the applicable clauses of the following:(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(Not notified hence not applicable to the Company during the audit period).

(ii) The Listing Agreements entered into by the Company with BSE Ltd.1. Company had filed Shareholding pattern of the Company with the stock exchanges for the quarter ended

30th September 2014 on 15th December 2014.2. Quarterly results to the stock exchanges for the quarter ended 30th June 2014 had submitted with a delay of

more than one month on 21st August 2014.3. Reconciliation of Share Capital Audit Repot and the half yearly certificate under clause 47(c) of the listing

Agreement for the period ending on 30th September 2014 submitted to the stock exchanges on 12th December2014, ought to have been submitted within 30 days from the end of the period.

Based on our such examination and further based on the Representation of the Management of the Company, the Company hasduring the period under review complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentionedabove, except the non compliances given in respective paragraphs.

We further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directorsand Independent Directors. The changes in the composition of the Board of Directors that took place during the period underreview were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule theBoard Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seekingand obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation atthe meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of theminutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations ofthe company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For Roy Jacob & CoCompany Secretary

Place: MumbaiDate: 14th November 2015

(Roy Jacob)Proprietor

ACS No.18815 C P No.: 8220

22


MANAGEMENT DISCUSSION & ANALYSIS(forming part of the Directors’ Report for the year ended 31st March, 2015)

Your company was an early players in the renewable energy business and was the first in the private sector to be awarded a hydro-electric project on a build-operate-and-own basis in the state of Madhya Pradesh. Entegra achieved completion of the 3 Turbines ofRs 40 MW each of the 400 MW Maheshwar Project in November 2010. Due to several extraneous reasons the Project has been atstandstill despite all the best efforts.

However, due to relentless follow-up with the concerned authorities duly backed by both the Central and State Governments, yourmanagement has succeeded in obtaining a Term Sheet for FDI in SMHPCL from a Foreign Investor, which is under confirmation forimplementation by the Lead Lender. The State government has confirmed the Tariff for purchase power subject to confirmation by theLead Lender on the financial aspects of the project.

1. Industry and Business Overview

India’s focus on sustainable energy has been driven by national priorities. Efforts are being made to do away with dependency onfossil fuel energy and decentralised distributed renewable energy based initiatives are being considered to be a tangible way forward.

The renewable energy sector has witnessed many changes in policy in keeping with this mission with a particular focus on increasingthe contribution of solar energy in the mix. There has been a change in perception as far as renewable energy is concerned, with moreentities recognising the inalienable need of renewable energy to bring about an increase in power generation capacities. There havebeen significant achievements by way of establishment of R&D facilities to tap the potential of the solar PV and thermal market,launching of solar-based initiatives like cook-stoves, second generation biofuels, fuel cells and tapping the potential of hydrogenenergy.

The interest that the renewable energy industry is drawing can be attributed primarily to the policies being introduced by the Government.A large domestic manufacturing base has been established in the country for renewable energy systems and products. Companiesinvesting in these technologies are eligible for fiscal incentives, tax holidays and depreciation allowance apart from the remunerativereturns for the power fed into the grid. Further, the government is encouraging foreign investors to set up renewable power projectswith 100 per cent foreign direct investment. Over the next few years, decentralised distributed renewable energy based initiatives ofcommunities is likely to make a profound impact in some areas. Furthermore, with well developed industrial, financing and businessinfrastructure, India is perceived as an excellent country for developing Clean Development Mechanism (CDM) projects. Currently,with 789 projects out of 938 projects, renewable energy projects constitutes largest share in the registered CDM projects. In order toreduce transaction cost and develop a framework for larger CDM portfolio, the Ministry developed a framework for renewables underCDM Programme of Activities. This framework has been widely used and helped in reducing transaction cost and creates an enablingenvironment for undertaking large number of renewable energy projects.

2. Opportunities

India is the second most highly targeted country on a global basis, after the United States, with outside investors targeting localpartners in order to be able to enter the market. The renewable energy sector has massive potential and efforts to tap the country’s vastresources are now gaining momentum. Thanks to the high demand in power that is being backed by a plethora of attractive governmentincentives, renewable purchase obligations, tax holidays and grid based incentives, the interest in the renewable energy business in thecountry has reached new heights. Despite 100% foreign direct investment allowed in power projects, The National Action Plan onClimate Change (NAPCC) has set an ambitious goal of a one per cent annual increase in renewable energy generation. The cost ofpower generation is going up for projects based on fossil fuels and that of renewable energy sources is coming down.

The power ministry is also attempting to boost the hydel sector with financial incentives and green norms being provided to the hydelsector that would render support to 136 private projects, including projects by companies aggregating a capacity of 40,000 MW, orenough power to light up 8-10 cities of Delhi’s size. Recommendations are also being made for excise duty exemptions for cement,steel and equipment used to build hydel projects. With the objective of improving tariff, lowering capital costs and on an overall basis,making hydro projects more attractive suggestions for a waiver of service tax on construction activities have also been made. Thepanel has also recommended simplifying contract documents to mitigate the risks of constructing hydel project and transparentmechanisms to settle disputes without involving litigations. The panel also suggested a tariff-based bidding system similar to thermalprojects. The panel has recommended that all hydel projects be given the ‘renewable’ status so as to be able to enjoy fiscal incentivesand funding norms. It was also suggested that trading of power from hydro projects to increase viability of projects take place, anddelinking approval of terms of reference (ToR) for environmental clearances from forest clearance.

Also, a newly formed body to represent the cause of Biomass production - the Indian Biomass Power Association has written to theMinistry of New and Renewable Energy to consider extending the incentive which is now available to wind energy sector to thebiomass industry. Suggestions are also being made to provide Subsidies on purchase of wasteland with the objective of lessening the

23


diversion of land from agriculture and forestry for the setting up of renewable energy plants.

3. Risks and Concerns

Your Directors are concerned at the inordinate delay inn commissioning of the three Turbines and non- resumption of constructionactivities at the Maheshwar Project. Such delays can affect the viability of the Project due to unviable Tariff. Fortunately, in the caseof Maheshwar there is consensus in the Tariff and the viability is being established and agreed with the Stakeholders.

4. Internal Control Systems and their Adequacy

Your Company has placed emphasis and effort on internal control systems. On the Finance and Administrative side, the internalchecks and balances are augmented by a formal system of internal and management audit. The Audit Committee of the Board reviewsand will continue to review the adequacy and effectiveness of the internal control systems and suggest improvements for strengtheningthem.

5. Material Developments in Human Resources

On the commissioning of the three Turbines at Maheshwar, focus of your management will shift to manning the Company withadequately qualified and experienced professionals to take care of the new business ventures of the Company.

6. Cautionary Statement

Statements in this Management Discussion and Analysis may be forward looking statements within the meaning of applicable securitylaws or regulations. These statements are based on certain assumptions and expectation of future events. Actual results could howeverdiffer materially from those expressed or implied. The company assumes no responsibility in respect of forward looking statementsherein which may undergo changes in future on the basis of subsequent developments, information or events.

24


CORPORATE GOVERNANCE REPORTThe Directors present the Company’s report on Corporate Governance for the year ended March 31, 2015

Our Corporate Governance Philosophy:

In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE) and National Stock Exchange of India Limited(NSE) (Clause 49), the report containing the details of Corporate Governance systems and processes at Entegra Limited is asunder:

We believe that an active, well informed and independent board is necessary to ensure the highest standards of corporate governance.It is well recognised that and effective Board is a pre-requisite for a strong and effective corporate governance. At Entegra, theBoard of Directors is at the core of our corporate governance practice and oversees how the Management serves and protects thelong term interest of our stakeholders.

Our corporate governance framework ensures that we make timely disclosures and share accurate information regarding ourfinancials and performance, as well as the leadership and governance of the Company.

We firmly believe that Board independence is essential to bring objectivity and transparency in the Management and in the dealingsof the Company.

Corporate governance guidelines

Over the years, the Board has developed corporate governance guidelines to help fulfill our corporate responsibility towards ourstakeholders. These guidelines ensure that the Board will have the necessary authority and processes in place to review andevaluate our operations when required. Further, these guidelines allow the Board to make decisions that are independent of theManagement. The Board may change these guidelines regularly to achieve our stated objectives.

Board Composition:

Size and Composition of the Board:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board,and separate its functions of governance and management, As on March 31, 2015, the Board consists of 6 members, of which 4members are Independent Directors. Mr. Mukul S. Kasliwal and Mr. Warij A. Kasliwal continue to be the Non-Executive Chairmanand Vice-Chairman, respectively. The composition of the Board is in conformity with Clause 49 of the Listing Agreement enteredinto with the Stock Exchange.

Composition of the Board and directorship held on March 31, 2015.

Category Name of the DirectorsPromoter Director Mukul S. Kasliwal

Warij A. KasliwalIndependent Directors Prabhakar L. Nene

Ajit C. KapadiaJagdish Capoor

Non Executive Director Alok Sinha

No Director is inter se related to any other Director on the Board except Shri Mukul S. Kasliwal and Shri Warij A. Kasliwal whoare related to each other.Selection of Independent Directors:Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/professions, and who can effectively contribute to the Company’s business and policy decisions are considered by the HumanResources, Nomination and Remuneration Committee, as Independent Directors on the Board. Every Independent Director, at thefirst meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financialyear, gives a declaration that he meets the criteria of independence as provided in the law.

25


Directors’ Profile:A brief resume of Directors, nature of their expertise in specific functional areas and company names in which they hold Director-ships, Membership / Chairmanships of Board Committees, and shareholding in the Company are provided in this Annual Report.Attendance of Directors at Board Meetings, Last Annual General Meeting (AGM) and number of other Directorship and Chair-manship/ Membership of Committees of each Director in various companies.

Sr.No.

Name of the Director Category Number ofBoardMeetingAttended

Attendanceat the LastAGM

Number ofDirectorships in otherPublic Companies

Chairman Member

1. Mr. Mukul S. Kasliwal Promoter 4 Yes 2 8 1 0(Chairman) Director

2. Mr. Warij A. Kasliwal Promoter 1 No - 9 - 1(Vice-Chairman) Director

3. Mr. Prabhakar Nene Independent 1 No - 1 - -Director

4. Mr. Ajit Kapadi Independent 4 No 1 9 2 2Director

5. Mr. Hiten Khatau Independent 2 No 1 5 - 1 (upto 23 .12.2014) Director

6. Mr. Alok Sinha Non Executive 1 No - 2 - -Director

7. Mr. Jagdish Capoor Independent 4 Yes - 11 3 6Director

Note:• The directorship held by Directors as mentioned above, do not include Alternate Directorships and Directorships in for-

eign companies, companies registered under Section 8 of the Companies Act, 2013 and private Limited Company.

• In accordance with Clause 49 of the Listing Agreement Membership/ Chairmanships of only Audit Committee, Nomina-tion and Remuneration Committee and Stakeholders Relationship Committee in all public limited companies (excludingEntegra Limited) have been considered.

Availability of information to Board Members

The Board has unrestricted access to all Company related information including that of our employees. At Board meeting, managerand representatives who can provide additional insights on the items being discussed are invited,

There is set of rules and regulations for governing the procedure to be followed while conducting the Board and CommitteeMeetings. The Company adheres to Secretarial Standard as specified by the Institute of Company Secretaries of India, for conduct-ing the Board Meetings.

The Company Secretary of the Company circulates the agenda of the meeting along with all the supporting documents to all theDirectors entitled to received the same, to facilitate meaningful and quality discussion at the time of the meeting.

Number ofCommittee positionsheld in other PublicCompanies

Chairman Member

26


The basic information furnished to the Board Members and the Procedure is set out as hereunder.• Quarterly results of operating divisions or business segments• Minutes of meetings of audit, nomination and governance and stake holder’s relationship committees and abstract of

circular resolutions passed, if any.• The Board minutes of subsidiaries• General notice of interest received from Directors• Information on recruitment and remuneration of senior officers below the Board level, including appointment or removal

of Chief Financial Officer and Company Secretary, if any.• Material important litigations, show cause, demand and penalty notices, if any and status updates• Related Party Transactions• Status of Maheshwar Project• Compliance Reports.• Any other materially relevant information

The Board of Directors of the Company have set up Committee to carry out various functions as entrusted and give suitablerecommendations to the Board on the significant matter from time to time.

Committee/s of Board of Directors

Mandatory Committee/s

a) Finance Committeeb) Share Allotment Committeec) Project Monitoring Committee

Non -Mandatory Committee/s

a) Audit Committeeb) Stakeholders Relationship

Committeec) Nomination and Remuneration

Committee

Code of Conduct:

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and allemployees in the Management grade. The Code of Conduct has been posted on the Company web-site www.entegra.co.in.

COMMITTEES OF BOARD:

The Board has constituted the following committees. The terms of reference of these Committees are decided by the Board fromtime to time. Meetings of each of these Committees are convened by the respective Chairman of the Committee who also informsthe Board of the summary of discussions held in the Committee Meetings.

AUDIT COMMITTEE:

The Audit Committee acts as the link between the Statutory and Internal Auditors and the Board of Directors. The Audit Committeeof the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements entered into with the StockExchanges read with Section 177 of the Companies Act, 2013.The terms of reference of the Audit Committee are broadly as under.

a. To review with the Auditors, periodically, the internal control systems and the scope of audit, to review the observations ofthe internal auditors and statutory auditors’ report, to review the quarterly, half yearly and yearly financial statementsbefore submission to the Board.

b. To look into various types of complaints of different authorities including operations of cash and monetary transactions,reviewing of debtors and creditors, sales and purchase.

c. Ensuring Compliance with regulatory guidelines

27


d. Significant related party transactionse. To help to evolve the best practice system in different areas.

The Audit Committee invites such of the executives, as it considers appropriate, representatives of the Statutory Auditors andrepresentatives of the Internal Auditors to be present at its meetings. The Company Secretary acts as the Secretary to the AuditCommittee.

Audit Committee attendance

The Composition of the Audit Committee and the details of the meetings attended by its members are given below.Four Audit Committee Meetings were held during the year. The dates on which the said meetings were held are as follows.

15.5.2014, 21.8.2014, 14.11.2014, 21.11.2014 and 7.2.2015.

The necessary quorum was present for all the meetings.

Name of the Member No. Of MeetingsAttended

Mr. Jagdish Capoor(Chairman – w.e.f 21.8.2014) 4* Mr. Hiten Khatau 2Mr. Prabhakar Nene 1Mr. Ajit Kapadia 3Mr. Alok Sinha Nil* Resigned w.e.f 23.12.2014

Each member of the Committee is an independent director, according to the definition laid down in the audit committee charter,Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the relevant stock exchanges. All theMembers on the Audit Committee have requisite qualification for appointment o the Committee and possess sound knowledge offinance, accounting practises and internal controls. The Representatives of the Statutory Auditors are permanent invitees to theAudit Committee Meetings. They have attended all the Meetings during the year.

STAKEHOLDERS INVESTOR GRIEVANCE COMMITTEE:

The Committee has the mandate to review and redress shareholder grievances. The term of reference and scope of the Committeeare represented below.

• Transfer of shares• Transmission of shares• Transposition of shares• Issue of Duplicate Share Certificate

STAKEHOLDERSINVESTOR GRIEVANCE

COMMITTEE

• Change of Status

• Change of Name

• Sub-division of shares• Consolidation of Folios• Issue and Allotment of shares

• Shareholders’ request forDematialization /Remateriazation of shares

28


Our Stakeholders relationship committee comprises as under:-

Name of the Member Designation

Mr. Jagdish Capoor Member

Mr. Warij A. Kasliwal Member

Mr. Mukul S. Kasliwal Chairman

The Company has always valued its customer relationships. This philosophy has been extended to investor relationship and Sec-retarial Department focuses on servicing the needs of investors, analysts, brokers and the general public.

Details of investor complaints received and redressed during the year 2014-15 are as follows.

Opening Balance Received during the year Resolved during the year Closing Balance

Nil 6 6 Nil

Name and address of the Compliance Officer is as follows

C.R. BhagwatCompany SecretaryEntegra Limited606, 6TH Floor, Raheja Chambers,Free Press Journal Marg, Nariman Point, Mumbai - 400021Tel: 022-66044242, Fax: 022-66550320email: [email protected]

NOMINATION AND REMUNERATION COMMITTEE:

The Company has formed a Nomination and Remuneration Committee of Directors. The Broad terms of reference of the Remu-neration Committee are as under.

The Nomination ad Remuneration committee shall determine the Company’s policy on specific remuneration packages for Chair-man / Managing Director / Whole time Director / Executive Director / Employees of the Company including pension rights, ESOPand any compensation payment”

The Composition of the Nomination and Remuneration Committee are given below.

The Nomination and Remuneration Committee comprises of Three Directors, One of whom is Independent and Two are Non-Executive Directors. The Chairman of the Committee is Non-Executive Director nominated by the Board.

Name of the Member Designation Category

Mr. Jagdish Capoor Chairman Non-ExecutiveMr. Mukul Kasliwal Member Promoter DirectorMr. Ajit Kapadia Member Non-ExecutiveMr. Hiten Khatau Member Non-Executive(upto 23.12.2014

No Committee meeting was held during the year.

Remuneration Policy:The Non-Executive Directors of the Company do not draw any remuneration from the Company except sitting fee. The sitting feefor each meeting of the Board and Audit Committee is Rs. 5,000/- and for Project Monitoring Committee it is Rs.10,000/- only.

None of the Non-Executive Directors has any material pecuniary relationship or transactions with the Company.

29


The details of sitting fee paid to Non-Executive Directors during the Financial Year 2013-14 are as follows:(figures in Rs.)

Name Board Meeting Audit Committee Meeting Total

Mr. Mukul S. Kasliwal 20,000 N.A. 20,000Mr. Warij A. Kasliwal 5,000 N.A. 5,000Mr. Prabhakar L. Nene 5,000 Nil 5,000Mr. Ajit Kapadia 20,000 15,000 35,000*Mr. Hiten Khatau 10,000 10,000 20,000Mr. Alok Sinha 10,000 N.A. 10,000Mr. Jagdish Capoor 20,000 20,000 40,000

*Resigned w.e.f 23.12.2014Managing Director, Whole Time Director so long as they function as such, shall not be paid any sitting fee for attending themeetings of Board or any Committee thereof.Company Secretary acts as Secretary to the Committee.

FINANCE COMMITTEE:Composition of the Finance Committee are given


Mr. Mukul S. Kasliwal ChairmanMr. Warij Kasliwal Member*Mr. Hiten Khatau MemberMr. Alok Sinha Member

* Resigned w.e.f 23.12.2014The Company Secretary acts Secretary to the Committee.Terms of reference and Scope of the Committee:The Committee is entrusted with various powers for dealings in financial matters from time to time, which shall aid in speedyimplementation of various projects, activities and transactions whether routine or non-routine in nature.

SHARE ALLOTMENT COMMITTEE:Composition of the Share Allotment Committee are given below:


Mr. Mukul S. Kasliwal ChairmanMr. Warij A. Kasliwal Member

Scope of the CommitteeThe Committee is entrusted with various powers with respect to matters of allotment of Equity Shares / Preference Shares, Issue ofBonus Shares or Conversion of Compulsory Convertible Preference Shares (CCPS) or any other Convertible Security and anyother securities as may be previously approved by the Board and / or shareholders in the General Meeting’.

Risk Management Committee:The revised Clause 49 mandates constitution of the Risk Management Committee. This Committee has a robust framework toidentify, monitor and minimize risks as well as identify business opportunities.The objectives and scope of the Risk Management Committee broadly comprises:

• Reviewing & evaluating the Risk Management Policy adopted by Board and practices with respect to risk assessment andrisk management processes;

• Defining a framework for identifying, assessing, monitoring, mitigating and reporting risks.• Oversight of risk management performed by the executive management

30


• Periodically reviewing risks and evaluate implementation including initiating mitigation actions;CODE FOR PREVENTION OF INSIDER TRADING PRACTICES :In accordance with SEBI (Prohibition of Insider Trading) Regulations, 1992, the Company had in place a Code of Conduct forPrevention of Insider Trading. However, vide notification dated January 15, 2015, the SEBI has notified ‘The Securities andExchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (new regulation) which came into effect from May 15,2015. In pursuant to new regulations, the Company has formulated ‘Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information’ and ‘Code of Conduct to Regulate, Monitor and Report Trading by Insiders’. TheCompany Secretary acts as Compliance Officer pursuant to this Code under the supervision of the Board for setting forth proce-dures and implementation of the Code for trading in Company’s securities. During the year under review, there has been duecompliance with the said Code.GENERAL INFORMATION FOR SHAREHODERS:

GENERAL BODY MEETINGSThe details of the last three Annual General Meetings (AGMs) of the Company are as under:

Particulars F.Y.-2011-12 F.Y.-2012-13 F.Y.-2013-14

Date 27/09/2012 28/09/2013 22/12/2014Location Sunville Hall, 2nd Floor, Sunville Hall, 2nd Floor, Sunville Hall, 2nd Floor,

Orchid Room, 9, Orchid Room, 9, Orchid Room, 9,Dr. Annie Basant Road, Dr. Annie Basant Road, Dr. Annie Basant Road,Worli, Mumbai – 400018. Worli, Mumbai – 400018. Worli, Mumbai – 400018.

Time 12.15 p.m. 11.30 a.m. 11.00 a.mNo. Of Special 4 1 5

Resolution Passed

No Extra Ordinary General Meeting of the Members was held during the year 2014-2015.

COMMUNICATION WITH THE MEMBERS / SHAREHOLDERS:

Timely disclosure of consistent, comparable, relevant and reliable information on corporate financial and performance is at thecore of good governance. Towards this end –

• The quarterly results / half yearly and annual results of the Company are published in the newspapers and also submittedto the Stock Exchange after conclusion of the Board Meeting.

• The Company communicates with the shareholders at large through its website www.entegra.co.in and through AnnualReports

• The Shareholding Pattern and Corporate Governance Compliance is displayed on NEAPS (NSE Electronic ApplicationProcessing System) website. i.e. www.connect2nse.com

• All important information and official press release are displayed on the website for the benefit of the public at large.Analysts’ Reports/ Research Report, if any, are also uploaded on the website of the Company.

• The Company has complied with the applicable mandatory requirements of Clause 49 of the Listing Agreement.• Management Discussion and Analysis Report form part of the Annual Report.

DISCLOSURES:

Commensurate with the size of the Company’s operation, there are no materially significant related party transactions of theCompany which have potential conflict with the interest of the Company at large.No strictures or penalties have been imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India(SEBI) or any other authority, on any matter related to capital markets, during the last three year.In preparing the financial statements the Company has followed the Accounting Standards notified pursuant to Companies (Ac-counting Standards) Rules 2006 (as amended) and the relevant provision of the Companies Act, 1956, The significant accountingpolicies which are consistently applied have been set out in the Notes to the financial statements.

31


RECONCILIATION OF SHARE CAPITAL AUDIT:

A qualified practicing Company Secretary carried out a share capital audit to reconcile the total admitted equity share capital withthe National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the totalissued and the listed equity share capital. The audit report confirms that the total issued paid-up capital is in agreement with thetotal number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.VIII GENERAL SHAREHOLDER INFORMATION:

(i) 20th Annual General Meeting: -Day & Date:- Monday, December 28, 2015Time: - 11.00 A.M.Venue: - Sunville Hall, Orchid Room, 2nd Floor, 9, Dr. Annie Besant Road, Worli, Mumbai – 400 018,

As required under Clause 49 (IV)(g)(i) of the Listing Agreements entered into with the Stock Exchanges particulars ofDirectors seeking appointment/re-appointment at the forthcoming Annual General Meeting (AGM) are given in the An-nexure to the Notice of the Annual General Meeting to be held on December 28, 2015.(ii) Financial Calendar (tentative) :-

Financial Year April 1 to March 31First quarterly results Second week of August ,2015Second quarterly / Half yearly results Second week of November,2015Third quarterly results Second week of February, 2016Annual results for the year ending on 31/03/2013 Second week of May,2016Annual General Meeting Last week of September,2016

(iii) Dividend Payment Date : N.A.(iv) Listing of shares & Listing fees:

The shares of the Company are listed on National Stock Exchange of India Ltd. and The Bombay Stock ExchangeLtd., Mumbai.Name of the Stock Exchange Stock CodeNational Stock Exchange of India Ltd. ENTEGRAThe Bombay Stock Exchange Ltd., 532287

Corporate Identification Number (CIN) of the Company: L31101MH1995PLC085471Market Price Data:Market Price Data: High, Low during each month in last Financial Year is as under:

Month / Year Bombay Stock Exchange, The National Stock Exchange ofMumbai India Limited

High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)April 2014 3.33 2.81 3.20 2.85May 2014 5.39 2.96 5.00 2.85June 2014 8.51 5.35 8.25 5.25July 2014 7.08 5.37 7.10 5.85August 2014 5.60 4.11 6.40 3.95September 2014 4.73 3.38 4.55 3.45October 2014 4.50 3.04 4.30 3.30November 2014 4.68 3.79 4.75 4.00December 2014 4.20 3.17 4.25 3.70January 2015 4.30 3.31 4.35 3.45February 2015 4.72 3.23 4.75 3.15March 2015 6.91 3.68 6.65 3.80

There were no outstanding GDRs/ADRs.

32


Registrar & Transfer Agents:

M/s Bigshare Services Private LimitedE 2/3, Ansa Industrial Estate,Sakivihar Road, Saki Naka,Andheri (East), Mumbai 400 093Telephone nos.: - 022 - 28470652Fax no: - 022 - 28475207Email: [email protected] : www. bigshareonline.com

Share Transfer System:The Company has appointed M/s Bigshare Services Private Limited (Bigshare) as its Registrar and Transfer Agent. All sharetransfers and related operations are conducted by Bigshare, which is registered with SEBI. The Company has constituted anStakeholders Relationship Committee for redressing Shareholders’/ Investors’ complaints.Distribution of Shareholding as on 31st March 2015:

Distribution of Shareholding as on 31st March 2015:

Range No. of shareholders % of Shareholders Total Holding (Rs) % of Total Capital

1 - 5000 15708 72.986 26913750 0.84865001 - 10000 3186 14.803 20583400 0.6490110001 - 20000 1419 6.5933 19317430 0.6090920001 - 30000 395 1.8353 9846300 0.3104630001 - 40000 211 0.9804 7373560 0.2324940001 - 50000 111 0.5158 5125460 0.1616150001 - 100000 254 1.1802 17071460 0.53827

100001- 99999999 238 1.1058 3065298730 96.6505Total 21522 100 3171530090 100

Shareholding Pattern as on 31st March, 2015:Category No. of shares held % HoldingPromoters 230677103 72.73Banks, Financial Institutions, Insurance Companies 8333210 2.63Private Corporate Bodies 48049506 15.15Indian Public 29974685 9.45NRIs / OCBs 118505 0.04Total 317153009 100

Dematerialisation of Shares:The trading in equity shares of the company is permitted only in dematerialised form. A total of 96.53% shares are held indematerialised form with NSDL and CDSL as on 31st March, 2015.Address for Correspondence:

Registered Office:606, 6th Floor, Raheja ChambersFree Press Journal Marg, Nariman Point,Mumbai – 400 021Tel No.: 022 6604 4242, Fax No.:022 6655 0320

Exclusive e-mail id for Investor Grievances:

33


Pursuant to clause 47(f) of the listing Agreement, the following e-mail id has been designated for communicating investors’grievances: [email protected]

Subsidiary Companies:

Name of the Subsidiary Date of Incorporation Date on which theCompany became

Subsidiary CompanyEnnertech Biofuels Limited 12/07/1996 17/04/2007Shree Maheshwar Hydel Power Corporation Limited 11/05/1993 01/04/2008Rajasthan Solar Power Company Private Limited 10/11/2009 10/11/2009

Group Companies:The following persons and bodies corporate constitute the Group coming within the definition of ‘group’ as defined in the Mo-nopolies and Restrictive trade Practices Act, 1969 (54 of 1969), which exercises, or is established to be in a position to exercisecontrol directly or indirectly, over by the Company / Management of the Company:

INDIVIDUALS:

1. Shri Mukul S. Kasliwal & Family

2. Shri Warij A. Kasliwal & FamilyBODIES CORPORATE

1. MW Corp Private Limited2. MW Infra Developers Limited.3. Raj Infin Private Limited.4. Girija Holdings Private Limited5. Shree Maheshwar Hydel Power Corporation Limited.6. Ennertech Biofuels Limited.7. Rajasthan Solar Power Company Private Limited8. Dasna Developers Private Limited.9. Hindon River Mills Limited10. S. Kumars Life Assurance Corporation Limited.11. MW Advisers Limited12. MW Unitexx Limited13. S. Kumars Limited14. Manmade Fabrics Sales Service Private Limited15. Manors Textiles Limited16. Klopman Global S.A.17. MW Unitexx S.A.18. Klopman Holdings S. A.R.L.19. Klopman India Private Limited20. Klopman Textiles Private Limited21. Klopman International S.r.l.22. Klopman AG23. Klopman GmbH24. PT Agro International

34


Any body corporate and / or entity formed / promoted by any of the above.“Family” for this purpose includes spouse & children.The above disclosure has been made, interalia, for the purpose of Regulation 3 (1) (e) of the Securities & Exchange Board of India(Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

Compliance CertificateCertificate from the Practicing Company Secretary, Kushla Rawat & Co. confirming compliance with the conditions ofcorporate governance as stipulated under Clause 49, is forming part of Annual Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

With the rapid expansion of business in terms of volume, value and geography, various risks associated with the business have alsoincreased considerably. One such risk identified is the risk of fraud & misconduct. The Company has stayed true to its values ofstrength, performance and passion by forming Whistle Blower Policy / Vigil Mechanism. The Policy ensures that strict confiden-tiality is maintained whilst dealing with matters of fraud and mismanagement and also that no discrimination will be meted out toany person for a genuinely raised matter. The said policy has been uploaded on the Company’s website www.entegraco.in It is alsohereby affirmed that, no personnel has been denied access to the Audit Committee of the Company.

CFO/CEO Certification:

The CFO/CEO of the Company has issue a certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifyingthat the financial statements do not contain any untrue statement and these statements represent a true and fair view of he Company’saffairs. The said certificate is annexed and forms part of the Annual Report.

Profile of Directors seeking Re-appointment:

Details of the Director seeking re-appointment as required by clause 49 of the Listing Agreement are given in this Report.

For and on behalf of the Board,

Place: Mumbai Sd/-Date: 14th November, 2015 Mukul S. Kasliwal

Chairman

35


REPORT OF THE PRACTICING COMPANY SECRETARY ON CORPORATE GOVERNANCE

To,The Members ofENTEGRA LIMITED

We have examined the compliance of conditions of Corporate Governance by Entegra Limited for the year ended 31st March,2015 as stipulated in Clause 49 of the Listing Agreement entered into by the Company with the Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited toa review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditionsof Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the representationsmade by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governanceas stipulated in Clause 49 of the above mentioned Listing Agreement.

We state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency or effectivenesswith which the management has conducted the affairs of the Company.

For Roy Jacob & Co

Company Secretaries

Sd/-

Place: Mumbai (Roy Jacob)

Date: 14th November, 2015 Proprietor

C. P. No. 8220

36


CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION,

The Board of DirectorsEntegra Limited

I Mr. Sanjay Gopalan, Chief Financial Officer of Entegra Limited, to the best of our knowledge and belief, certify that:

1) I have reviewed the Financial Statements and the Cash Flow Statements (standalone and consolidated) for the year endedMarch 31, 2015 and that to the best of my knowledge and belief:

a) these statements do not contain any materially untrue statement or omit any material fact or contain statements thatmight be misleading;

b) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing

2) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which arefraudulent, illegal or violative of the Company’s Code of Conduct.

3) I accept responsibility for establishing and maintaining internal controls over financial reporting and that we have evaluatedthe effectiveness of the internal control systems of the Company over financial reporting and we have disclosed to theAuditors and the Audit Committee, deficiencies in the design or operation of internal controls over financial reporting, ifany,of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

4) Auditors and Audit Committee has been indicated :

a) significant changes in internal controls over financial reporting during the year;

b) significant changes in accounting policies during the year and that the same have been disclosed in the notes to thefinancial statements; and

c) instances of significant fraud of which we have become aware of and the involvement therein, if any, of the managementor an employee having a significant role in the Company’s internal control system over financial reporting.

For ENTEGRA LIMITED

Sd/-Place: Mumbai Sanjay GopalanDate: 14th November, 2015 Chief financial Officer

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS ANDSENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT

PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENTTo,The Members ofEntegra Limited

Sub: Declaration under clause 49 of the Listing Agreement.

I hereby declare that all Directors and Designated Employees in the Senior Management of the Company have confirmed compliancewith the Code of Conduct for the financial year ended March 31, 2015.

For ENTEGRA LIMITED

Sd/-Place: Mumbai Sanjay GopalanDate: 14th November, 2015 Chief financial Officer

37


INDEPENDENT AUDITORS’ REPORT

To the membersEntegra LimitedI. Report on the Financial Statements

We have audited the accompanying consolidated financial statements of Entegra Limited (the “Company”) and its subsidiaries(collectively referred to as “the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2015, the ConsolidatedStatement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information.

II. Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”)with respect to the preparation of these financial statements that give a true and fair view of the financial position, financialperformance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 133 of theAct, read with Rule 7 of the Companies (Accounts) Rules, 2014 and in accordance with the accounting principles generallyaccepted in India. This responsibility also includes the maintenance of adequate accounting records in accordance with theprovision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonableand prudent; and design, implementation and maintenance of internal financial control, that were operating effectively forensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

III. Auditors’ ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are requiredto be included in the audit report under the provisions of the Act and the Rules made there under.We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internalfinancial control relevant to the Company’s preparation of the financial statements that give true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well asevaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our auditopinion.

IV. Qualified OpinionAs stated in the Note no as referred below of the financial statement:1. As stated in Note No. 3(b) of the financial statements, Non-provision of interest liability amounting to Rs. 1,741,943,789

of M/s. Edelweiss Asset Reconstruction Company Ltd. (EARCL), who have been absolutely assigned all rights andinterests in the financial assistance of the Company, vide Assignment Agreement dated 28.03.2014 in respect of theLoan which was taken in the earlier years by the Company from Central Bank of India based on the estimates of themanagement that the liability that exists in the books of accounts would be sufficient to meet the proposed One TimeSettlement(OTS) amount, which will be negotiated with EARCL. On account of the aforesaid non-provision towardsinterest, loss for the year and borrowing have been has been understated by Rs. 1,741,943,789.

2. As explained in Note No.32 of the financial statements, Non-provision in respect of Deposit given to one of the partywhich is shown under the head Long term loans and advances amounting to Rs 20,00,00,000. The said deposit is givenfor occupying rent free area in the proposed newly constructed building. However, the said project is still on hold by thedeveloper but the management is hopeful of its performance in near future. On account of the aforesaid non-provision,loss for the year has been understated and deposit have been has been overstated by Rs 20,00,00,000.

3. As stated in Note No 25 of the financial statements, which states that financials of one of the subsidiary Company are

38


consolidated based on management drawn accounts adopted by the board of directors of that company. On account ofthe same assets amounting to Rs 535029 Lacs and cashflow of Rs1.89 Lacs has been consolidated. We have neitherreviewed the said financial statements of the said subsidiary company nor do we express any opinion on it.

4. As stated in Note No. 34 of the financial statements, in case of one of the Company’s subsidiary Ennertech BiofuelsLimited regarding granting interest free loan to its related party amounting to Rs 41,00,00,000/- there by overstating theloss for the year and understating to an amount which is unascertainable.

5. As stated in Note No. 33 of the financial statements, in case of one of the Company’s Rajasthan Solar Power CompanyPrivate Limited regarding non provision of amount given to advance to supplier which is pending performance/ recoveryamounting to Rs35,75,00,000 there by understating the loss for the year and overstating short term Loans & Advancesto the said tune to an amount which is unascertainable.

V. OpinionIn our opinion and to the best of our information and according to the explanations given to us, except for the effects of thematter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by theAct in the manner so required and give a true and fair view in conformity with the accounting principles generally acceptedin India:(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2015;(b) in the case of the Consolidated Statement of Profit and Loss, of the Loss of the Group for the year ended on that date and(c) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date.

For Shyam Malpani & AssociatesChartered Accountants

Firm Registration No. 120438 WSd/-

ShyamMalpaniProprietor

Mumbai, 14th November 2015 Membership No. F- 34171

Annexure to the Auditors’ Report(On the Financial Statements for the year ended 31st March 2015)

As stated in the Auditors report that the financial statement of one of the subsidiary has been consolidated based on unauditedfinancials our report does not include report of the said subsidiary company.(i) Fixed Assets

In respect of the fixed assets of holding company and Subsidiary companies,a) The Company has maintained proper records pertaining to fixed assets showing full particulars including quantitative

details and situation of fixed assets.b) During the year, the fixed assets have been physically verified by the management in a phased periodical manner, which

in our opinion is reasonable.c) In case of one of the subsidiary Rajasthan Solar Power Company Private Limited, the Company does not have fixed

assets during the year under review.(ii) Inventories

The Company does not have any inventory during the year under review.

(iii) Loans & Advances either granted or takena) The Company has granted loan to two body corporate being the parties covered under the register maintained under

section 189 of the Act. The maximum and closing balance of the said loan is Rs 59,90,33,623 /- and Rs 58,20,09,861 /- respectively.

b) In our opinion, the rate of interest and other terms and conditions for such loan is prima facie, prejudicial to the interestof the Company.

c) In respect of the loan granted, the same is recoverable on demand and hence we cannot comment on regulatory of payment.(iv) Internal Controls

In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its

39


business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit,no major weakness has been noticed in the internal controls in respect of these areas.

(v) Public DepositsAccording to the information and explanations given to us, the Company has not accepted deposits as per the directivesissued by Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and therules framed there under.

(vi) Cost RecordsIn case of holding company the maintenance of cost records pursuant to the Rules made by the Central Government undersection 148 (1) of the Companies Act, 2013 has been prescribed in respect of the class of the Company (Electricity industry).However, the Company is exempt from the maintenance of such records as the aggregate value of the machinery and plantinstalled as on the last date of the preceding financial year does not exceed the limits as specified for a small scale undertakingunder the provisions of the Industries (Development and Regulation) Act 1951 (65 of 91) i.e. Rs 100 Lakh.In case of subsidiary company the Central Government has not prescribed maintenance of cost records for other subsidiariesunder section 148 (1) of the Companies Act, 2013. Accordingly this clause is not applicable.

(vii) Statutory Duesa) Undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance,

income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, asapplicable, have not been regularly deposited with the appropriate authorities, though there has been a slight delay in afew cases. No undisputed amounts payable in respect thereof were outstanding as at the yearend for a period of morethan six months from the date they became payable except Income Tax amounting to Rs 560,975and Service Taxamounting to Rs 11913

(b) There are no dues in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess thathave not been deposited with the appropriate authorities on account of any dispute

(viii) Accumulated Losses

In our opinion, the Company’s accumulated losses at the end of the financial year are more than fifty per cent of its net worth.Further, the Company has incurred cash losses of Rs 90,65,536 during the financial year covered by our audit andRs.238,782,951 in the immediately preceding financial year.

(ix) Dues to Financial Institutions/Banks

The Company has not taken loan during the year under review.

(x) Guarantees given

As per the records verified by us and based on the explanations given to us, during the year the Company has not given anyguarantee for loans taken by others from bank or financial institutions, the terms and conditions, whereof, are in our opinionprejudicial to the interest of the Company.

(xi) Application of Funds raised

According to the information and explanation given to us, in our opinion, no term loans were raised during the year underreview.

(xii) Frauds

During the course of our examination of the books and records of the Company, carried out in accordance with the generallyaccepted auditing practices in India, and according to the information and explanations given to us, we have neither comeacross any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of suchcase by the management.


Firm Registration No. 120438 W

Sd/-Shyam Malpani

Place: Mumbai ProprietorDated: 14th November 2015 Membership No. F- 34171

40


BALANCE SHEET AS AT 31ST MARCH 2015(Amount in Rs.)

Particulars Note As at As at31 March 2015 31 March 2014

I. EQUITY AND LIABILITIES

(1) Shareholder’s Funds(a) Share Capital 1 3,17,15,30,090 3,17,15,30,090(b) Reserves and Surplus 2 (1,21,86,97,062) ( 1,17,76,17,768)

(2) Non-Current Liabilities(a) Long term provisions 4 - 7,83,180

(3) Current Liabilities(a) Short-term borrowings 3 3,51,91,91,283 3,49,96,84,361(b) Trade payables 5 3,64,98,249 3,58,27,147(c) Other current liabilities 6 1,64,64,06,932 1,64,48,48,186(d) Short-term provisions 7 13,83,213 5,83,402

Total 7,15,63,12,705 7,17,56,38,598II. ASSETS

(1) Non-current assets(a) Fixed assets 8 (i) Tangible assets 9,11,241 18,88,421 (ii) Intangible assets - 9,65,125 (b) Non-current investments 9 6,16,35,18,470 6,17,95,18,476(c) Long term loans and advances 10 20,01,60,000 20,00,85,000(d) Other non-current assets 11 71,97,09,367 71,96,60,851

(2) Current assets(a) Trade receivables 12 6,34,66,001 6,34,66,002(b) Cash and bank balances 13 723,554 5,73,409(c) Short-term loans and advances 14 72,41,232 90,28,402(d) Other current assets 15 5,82,840 4,52,912

16 7,15,63,12,705 7,17,56,38,598

Total 7,15,63,12,705 7,17,56,98,598

As per our attached Report of even dateFor Shyam Malpani & Associates For and on behalf of the BoardChartered Accountants

Sd/- Sd/-Shyam Malpani Mukul S.Kasliwal Warij A. KasliwalProprietor Chairman Vice-ChairmanFirm Registration No. 120438 W (Din No - 00058577) (Din No - 00012576)Membership No. F- 34171

Sd/- Sd/-C R Bhagwat Sanjay GopalanCompany Secretary Chief FinancialMumbai Officer

Place : MumbaiDate : 29th May 2015 Date : 29th May 2015

41


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2015(Amount in Rs.)

Particulars Note Year ended Year ended31 March 2015 31 March 2014

INCOMEII. Other income 16 20,25,013 29,12,519

III. Total Revenue (I +II) 20,25,013 29,12,519

IV.EXPENDITUREEmployee benefit expense 17 11,15,151 28,78,283Finance costs 18 3,30,95,527 49,86,97,342Depreciation and amortisation 18 11,71,452 12,98,810Other expenses 19 69,51,323 1,68,93,844Total expenses 20 4,23,33,453 51,97,68,279V. Profit before exceptional and extraordinary items and tax (4,03,08,440) (51,68,55,760)

VI. Exceptional Items 22 - -

VII Prior period adjustments - -

VIII. Profit before extraordinary items and tax (V-VI-VII) (4,03,08,440) (51,68,55,760)

IX. Extraordinary Items - -

X. Profit before tax (VIII-IX) (4,03,08,440) (51,68,55,760)Less: Tax ExpenseCurrent tax - -Deferred tax - -Fringe benefit tax - -

XI. Profit/(Loss) from the period from continuing operations (4,03,08,440) (51,68,55,760)

XII.Balance brought forward (2,30,35,39,584) (1,78,66,83,824)

XIII. Profit/(Loss) for the period (XI + XII) (2,34,38,48,024) (2,30,35,39,584)

XIV. Earning per equity share: (1) Basic (1) (1) (2) Diluted (1) (1)





42


CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2015(Amount in Rs.)

Particulars For the year ended For the year ended31 March 2015 31 March 2014

Net profit/(Loss) before tax and extraordinary items (4,03,08,440) (51,68,55,760)Adjustments for:Depreciation 11,71,452 12,98,810Interest and finance charges 3,30,95,527 49,86,97,342Interest income (19,87,013) (28,59,052)Provision for doubtful advances - 5,403,335Provision for compensated absences (6,70,668) (9,31,863)Sundry balances provided for 6,696 37,703Foreign exchange fluctuation 10,594 (37,319)Provision for leave encashment and gratuity (1,00,529) 1,42,819Sundry balances written back - (27,788)Miscellaneous income (38,000) (25,679)(Profit)/ Loss on sale of assignment - -Loss on sale of fixed assets - 12,297Operating profit before working capital changes (88,20,381) (1,51,45,155)

Adjustments for working capital changes :(Increase)/decrease in inventory - -(Increase)/decrease in trade and other receivables 1 47,66,723Increase/(decrease) in trade and other payables 30,45,082 54,36,93,881Cash generated used in operations (57,75,299) 53,33,15,450

Taxes Paid - -

Net cash flow from/(used) in operating activities (57,75,299) 53,33,15,450

Cashflow from investing activitiesPurchase of Fixed Assets - -Amounts given under fixed deposits - -Amounts received from fixed deposits 56,420 76,13,318Sale of Fixed Assets - (12,297)(Increase)/decrease in Pre-operative & CWIP - -(Increase)/decrease in Investments 1,60,00,006 20,00,000Net cash flow from/(used) in investing activities 1,60,56,426 96,01,020

Cashflow from financing activityLoans and advances received /(given) 15,27,029 (1,35,48,320)Bonus issue expenses - -Interest and finance charges paid (3,30,95,527) (49,86,97,342)Interest income received 19,87,013 28,59,052Proceeds from loans 26,53,92,847 21,08,14,705Payment of loans (24,58,85,926) (24,58,85,926)Net cash flow from/(used) in financing activities (1,00,74,566) (54,44,57,831)Net increase in cash & cash equivalents 2,06,565 (15,41,356)

Cash and cash equivalents - Opening balance 4,82,268 20,23,624Cash and cash equivalents - Closing balance 6,88,833 4,82,268

43






Note:Cash and cash equivalents include:

Cash in hand 70,756 67,273Balance with schedule banks - In current accounts 6,18,077 4,14,995

6,88,833 4,82,268

44


NOTES TO FINANCIAL STATEMENTS AS AT 31ST MARCH 2015

Particulars As at 31 March 2015 As at 31 March 2014

No. of shares Amounts No. of shares Amounts

NOTE - 1. Share capital

Authorised share capitalEquity SharesEquity shares of Rs. 10/- each 46,45,10,000 4,64,51,00,000 46,45,10,000 4,64,51,00,000

Preference sharesPreference shares of Rs. 10/- each 53,60,00,000 5,36,00,00,000 53,60,00,000 5,36,00,00,000

1,00,05,10,000 10,00,51,00,000 1,00,05,10,000 10,00,51,00,000Issued, subscribed and fully paid upEquity sharesEquity shares of Rs. 10/- each 31,71,53,009 3,17,15,30,090 31,71,53,009 3,17,15,30,090

31,71,53,009 3,17,15,30,090 31,71,53,009 3,17,15,30,090a) Reconciliation of share capital (Equity share capital)

Balance at the beginning of the year 31,71,53,009 3,17,15,30,090 31,71,53,009 3,17,15,30,090Add : Bonus issue made during the year - - - -Add: CCPS converted into equity shares - - - -Balance at the end of the year 31,71,53,009 3,17,15,30,090 31,71,53,009 3,17,15,30,090

b) Shares held by holding company and ultimate holdingcompany Shareholding structureEquity shares of Rs.10/- eachMW Corp Private Limited - Ultimate holding company 24,17,799 2,41,77,990 24,17,799 2,41,77,990MW Infra Developers Limited - Holding company 22,40,91,350 2,24,09,13,500 22,40,91,350 2,24,09,13,500

22,65,09,149 2,26,50,91,490 22,65,09,149 2,26,50,91,490

% of issued No. of shares % of issued No. of sharescapital capital

c) Shareholders holding more than 5% of the sharesEquity shares of Rs.10/- eachMW Infra Developers Limited 70.66% 22,40,91,350 70.66% 22,40,91,350Hakmans Financial Services & Securities Pvt. Ltd 11.25% 3,56,84,615 11.25% 3,56,84,615

25,97,75,965 25,97,75,965

45


NOTES TO FINANCIAL STATEMENTS AS AT 31ST MARCH 2015

#1: In the previous year 2011-12, the Company has issued bonus shares on equity shares in the ratio of 4:13 i.e. 4 (four) equityshares for every 13 (thirteen) equity shares held. The Company has issued a total of 7,46,23,938 shares on equity shares held on therecord date. This bonus issue also includes shares issued on 13,56,70,000 Compulsory Convertible Preference Shares (‘CCPS’)which were converted into equal number of equity shares, prior to the record date.

#2 : Term/Rights attached to equity shares

The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled toone vote per share except as otherwise stated.

Particulars As at As at31 March 2015 31 March 2014

NOTE -2. RESERVES AND SURPLUS

Securities premium reserve

Balance at the beginning of the year 1,125,921,816 1,125,921,816Less : Utilised for issue of bonus shares - -Less : Share issue expenses written off - -Balance at the end of the year 1,125,921,816 1,125,921,816

Surplus/(Deficit) in the statement of profit and loss

Balance at the beginning of the year (2,303,539,584) (1,786,683,824)Add : Loss during the year (40,308,440) (516,855,760)Add : Retained Earning* (770,853) -Balance at the end of the year (2,34,46,18,877) (2,303,539,584)

Total ( 1,21,86,97,062) ( 1,17,76,17,768)

* Retained earning is on account of additonal deprication due to change in Companies Act 2013


Number No. of shares No. of shares No. of shares

e) Details of shares allotted as fully paid up by way ofbonus issues and brought back during the last 5 yearsEquity sharesYear ended Face value Bonus issue Face value Bonus issue

31 March 2015

31 March 2014 - - - -

31 March 2013 - - - -

31 March 2012 (Refer #1 below) 10 7,46,23,938 10 7,46,23,938

31 March 2011 - - - -

31 March 2010 - - - -

46


NOTES TO FINANCIAL STATEMENTS AS AT 31 MARCH 2015


BORROWINGSNOTE -3. SHORT TERM BORROWINGSSecured LoanLoans payable on demand - From banks 2,69,50,00,000 2,69,50,00,000

Unsecured LoansMadhya Pradesh State Industrial Development Corporation Limited (‘MPSIDC’) 52,27,53,000 52,27,53,000Loans and advances from related parties 28,02,30,378 26,07,23,456Inter corporate deposits 2,12,07,905 2,12,07,905

Total 3,51,91,91,283 3,49,96,84,361

3. a) Security given against loans outstanding during current and previous yearsLoans repayable on demand of Rs 25,00,00,000 and Rs 2,50,00,00,000 outstanding as on 31 March 2015• Extension of charge on Marol, MIDC property by S. Kumars Retailer Services Private Limited.• Pledge of 4,05,37,530 of promoter’s equity shares in Entegra Limited and 10,07,970 equity shares of Shree Ram Urban

Infrastructure Limited as collateral security.• Personal guarantee of the promoter directors and corporate guarantee of the parent company MW Infra Developers Private

Limited3. b) Details of continuing default in payment• Central Bank of India has absolutely assigned all rights and interests in the financial assistance granted to Entegra Ltd in favour

of Edelweiss Asset Reconstruction Company wide Assignment Agreement dated 28.03.2014.Accordingly Edelweiss Asset Reconstruction Comapny (EARC) has become the secured lender and all rights title and interestof Central Bank of India have vested in EARC in respect of the above financial assistance. The Company has not provided forinterest on the loan assigned to EARC from 1st April 2014 as it is confident of settling the loan with EARC at principal value

3. c) Terms of repayment of term loans and other loans

• Inter Corporate Deposits are repayable on maturities carrying an interest rate of 21%.• Loan from related party consists loan received from its subsidiary company , which is repayable on demand. The said loan has

an interest rate of 12%.• The Company has filed an application with MPSIDC for agreeing the terms of closure of an outstanding loan against which the

Company made payments aggregating Rs. 22,09,76,000 till 11 July 2006. The application is under evaluation and the Companyexpects that on finalization of the terms, it would not be required to repay amount exceeding the amount of liability ofRs.52,27,53,000 already recognized in the books.As on the date of the approval of these financial statements, a formal decision in respect of the Company’s above proposal is yetto be taken by the MPSIDC.On 25 April 2011, the Company has also made a payment of Rs.3,00,00,000 as part settlement of this loan liability.

47



As at As atParticulars 31 March 31 March

2015 2014

NOTE -4. LONG TERM PROVISIONSProvision for employee benefits - Gratuity (unfunded) - 523,202 - Compensated absences (unfunded) - 259,978

Total - 7,83,180

NOTE- 5. TRADE PAYABLESOther than those covered under Micro, Small and Medium Enterprises DevelopmentAct, 2006 - For goods 45,040 45,040- For Expenses 36,453,209 35,782,107

Total 3,64,98,249 3,58,27,147

NOTE -6. OTHER CURRENT LIABILITIESInterest accrued and due on loans 1,529,077,475 1,527,182,073Interest accrued but not due on loans - -Current maturities of long term debts - -Advance received from customers - From Related party 23,054,499 23,068,695 - From Others 50,500,000 50,517,500Payable for expenses - -Other liabilities - Payables to related parties 27,011,047 28,190,151 - Others 16,763,911 15,889,767

Total 1,646,406,932 1,644,848,186

NOTE -7. SHORT-TERM PROVISIONS

Provision for employee benefits 13,83,212 5,83,402

Total 13,83,213 5,83,402

48


NO

TE

S TO

TH

E F

INA

NC

IAL

STAT

EM

EN

TS

AS

AT 3

1 M

AR

CH

201

5

NO

TE

-8.

FIX

ED

ASS

ET

S(A

mou

nts i

n R

s.)

GR

OSS

BL

OC

KD

EPR

EC

IAT

ION

AN

D A

MO

RTI

ZATI

ON

NET

BLO

CK

i) Ta

ngib

le A

sset

sLe

aseh

old

land

2,32

,000

--

2,32

,000

38,6

657,

733

-46

,398

1,85

,602

193,

335

Com

pute

rs14

,43,

653

--

14,4

3,65

311

,42,

394

20,7

332,

79,9

7914

,43,

107

546

30,1

2,59

Furn

iture

and

fixt

ures

28,3

46

-

-

28,3

468,

538

3,75

8 -

12,2

9616

,050

19,8

08O

ffice

equ

ipm

ent

8,87

,582

--

8,87

,582

4,04

,607

57,6

384,

15,0

838,

77,3

2810

,254

48,2

9,75

Plan

t and

Mac

hine

ry9,

00,8

33-

-9,

00,8

3385

,579

1,16

,465

-2,

02,0

446,

98,7

8981

,52,

54Ve

hicl

es4,

95,6

50-

-4,

95,6

504,

19,8

59-

75,7

91 4

,95,

650

-75

,791

SUB

TOTA

L (i)

39,8

8,06

4-

-39

,88,

064

20,9

9,64

32,

06,3

277,

70,8

5430

,76,

823

91,1

2,41

18,8

8,42

1ii)

Inta

ngib

le A

sset

sC

ompu

ter

Softw

are

4,25

,784

--

4,25

,784

4,25

,784

--

4,25

,784

--

Ora

cle A

ccou

ntin

g So

ftwar

e28

,95,

375

--

28,9

5,37

519

,30,

250

9,65

,125

-28

,95,

375

--

SUB

TOTA

L (ii

)33

,21,

159

--

33,

21,1

59 2

3,56

,034

9,65

,125

-33

,21,

159

--

iii) C

apita

l W

ork-

in-p

rogr

ess

Plan

t and

Mac

hine

ry-

--

--

--

--

9,00

,833

Civi

l Con

struc

tion

for C

once

ntra

ted

--

--

--

--

-45

,00,

000

Sola

r Pow

er P

roje

ctPr

e op

erat

ive

expe

nses

(pen

ding

--

--

--

--

-5,

47,2

9,64

8al

loca

tion)

[Ref

er n

ote

8.(A

)]SU

B TO

TAL

(iii)

--

--

--

--

-6,

01,3

0,48

1iv

) Int

angi

ble A

sset

s und

erde

velo

pmen

tO

racl

e Acc

ount

ing

Softw

are

--

--

--

-

-

-

28,9

5,37

5SU

B TO

TAL

(iv)

--

--

--

--

-28

,95,

375

Tota

l73

,09,

223

--

73,0

9,22

344

,55,

677

11,7

1,45

27,

70,8

5463

,97,

982

9,11

,241

6,49

,14,

277

Prev

ious

Yea

r73

,09,

223

--

73,0

9,22

331

,56,

867

12,9

8,81

0-

44,5

5,67

728

,53,

546

6,52

,47,

962

Nam

e of

the

asse

tA

s at 1

Apr

il20

14

Add

ition

sdu

ring

the

Year

Ded

uctio

ns/

adju

stm

ents

As a

t 31

Mar

ch20

15

As a

t 1A

pril

2013

For t

heYe

arA

dditi

onal

Dep

ricia

tion

Up

to 3

1M

arch

2015

As a

t 31

Mar

ch20

15

As a

t 31

Mar

ch20

14

49


NO

TE

S TO

TH

E F

INA

NC

IAL

STAT

EM

EN

TS

AS

AT 3

1 M

AR

CH

201

4

NO

TE

-8.

FIX

ED

ASS

ET

S(A

mou

nts i

n R

s.)

GR

OSS

BL

OC

KD

EPR

EC

IAT

ION

AN

D A

MO

RTI

ZATI

ON

NET

BL

OC

K

i) Ta

ngib

le A

sset

sLe

aseh

old

land

2,32

,000

--

2,32

,000

30,9

327,

733

-38

,665

1,93

,335

2,01

,068

Com

pute

rs14

,43,

653

--

14,4

3,65

39,

86,3

081,

56,0

860

11,4

2,39

43,

01,2

594,

57,3

45Fu

rnitu

re a

nd fi

xtur

es28

,346

-

-28

,346

6,74

41,

794

-8,

538

19,8

0821

,602

Offi

ce e

quip

men

t8,

87,5

82-

-8,

87,5

823,

45,7

6958

,838

04,

04,6

074,

82,9

755,

41,8

13Pl

ant a

nd M

achi

nery

9,00

,833

--

9,00

,833

42,7

9042

,790

-85

,579

8,15

,254

8,58

,043

Vehi

cles

4,95

,650

--

4,95

,650

3,72

,772

47,0

870

4,1

9,85

975

,791

1,22

,878

SUB

TOTA

L (i)

39,8

8,06

40

039

,88,

064

17,8

5,31

53,

14,3

280

20,9

9,64

918

,88,

421

22,0

2,74

9ii)

Inta

ngib

le A

sset

sC

ompu

ter

Softw

are

4,25

,784

--

4,25

,784

4,06

,427

19,3

57-

4,25

,784

019

,357

Ora

cle A

ccou

ntin

g So

ftwar

e28

,95,

375

--

28,9

5,37

59,

65,1

259,

65,1

25-

19,3

0,25

09,

65,1

25-

SUB

TOTA

L (ii

)33

,21,

159

00

33,

21,1

59 1

3,71

,552

9,84

,482

-23

,56,

034

9,65

,125

19,3

57iii

) Cap

ital

Wor

k-in

-pro

gres

sPl

ant a

nd M

achi

nery

--

--

0-

--

-9,

00,8

33Ci

vil C

onstr

uctio

n fo

r Con

cent

rate

d-

--

-0

--

--

45,0

0,00

0So

lar P

ower

Pro

ject

Pre

oper

ativ

e ex

pens

es (p

endi

ng-

--

-0

--

--

5,47

,29,

648

allo

catio

n) [R

efer

not

e 8.

(A)]

SUB

TOTA

L (ii

i)0

00

--

--

--

6,01

,30,

481

iv) I

ntan

gibl

e Ass

ets u

nder

deve

lopm

ent

Ora

cle A

ccou

ntin

g So

ftwar

e-

--

-0

--

-

- 2

8,95

,375

SUB

TOTA

L (iv

)0

--

- -

--

--

28,9

5,37

5To

tal

73,0

9,22

30

073

,09,

223

31,5

6,86

12,9

8,81

00

44,5

5,67

728

,53,

546

6,52

,47,

962

Prev

ious

Yea

r70

0,86

,746

47,4

8,68

66,

75,2

6,20

973

,09,

223

27,1

1,37

715

,38,

177

10,9

2,68

731

,56,

867

41,5

2,35

7

Nam

e of

the

asse

tA

s at 1

Apr

il20

13

Add

ition

sdu

ring

the

Year

Ded

uctio

ns/

adju

stm

ents

As a

t 31

Mar

ch20

14

As a

t 1A

pril

2013

For t

heYe

arO

nde

duct

ion

/ad

just

men

t

Up

to 3

1M

arch

2014

As a

t 31

Mar

ch20

14

As a

t 31

Mar

ch20

13

50




NOTE -9. NON CURRENT INVESTMENTSTrade InvestmentsQuotedInvestment in Non Convertible Debentures (NCDs) in Subsidiary company22, 9.75% NCDs (P.Y. 1350) of Rs.10 lakhs each fully paid of Shree MaheshwarHydel Power Corporation Ltd. 0 1,60,00,000

(A) 0 1,60,00,000UnquotedInvestment in subsidiariesEnnertech Biofuels Limited10,00,000 equity shares (P.Y. 10,00,000) of Rs. 10 each fully paid up 1,00,00,000 1,00,00,000

Rajasthan Solar Power Company Pvt. Ltd.10,000 equity shares (P.Y. 10,000) of Rs.10 each fully paid up 1,00,000 1,00,000

Shree Maheshwar Hydel Power Corporation Limited 6,15,29,90,000 6,15,29,90,00029,17,20,400 equity shares (P.Y.29,17,20,400) of Rs 10 each fully paid[Of the above shares, 29,17,20,400 (P.Y.29,17,20,400) have been pledgedwith the lenders of the Shree Maheshwar Hydel Power Corporation Ltd.]

Other Investments6,666 equity shares (P.Y. 6,666) of Rs.10 each fully paid up in IRIS EnergyPrivate Limited 2,99,970 2,99,970

(B) 6,16,33,89,970 6,16,33,89,970Non-Trade InvestmentsUnquotedInvestment in Government Securities9 (P.Y. 9) National Saving Certificates, VIII Issue 65,000 65,000Investment in equity sharesJanakalyan Sahakari Bank Limited 63,500 63,5006,350 equity shares (P.Y. 6,350) of Rs. 10 each fully paid up

(C) 1,28,500 1,28,500Total (A)+(B)+(C) 6,16,35,18,470 6,17,95,18,476Aggregate amount ofQuoted investments 0 16,00,00,006Market value of quoted investments*Unquoted investments 6,16,35,18,470 6,16,35,18,470*Even though the NCD investments are quoted on the National Stock Exchange,the same were not traded and hence the market value is not available.

51




NOTE -10. LONG TERM LOANS AND ADVANCESSecurity DepositUnsecured, considered good : 20,01,60,000 20,00,85,000Considered doubtful 7,61,611 8,36,611Less : Provision for doubtful advance (7,61,611) (8,36,611)Total 20,01,60,000 20,00,85,000

NOTE -11. OTHER NON CURRENT ASSETS(Unsecured, considered good unless stated otherwise)Bank deposits with more than 12 months maturity 18,41,950 18,21,413Receivable from holding company against transfer of rights to equity shares[ Refer Note 26] 67,69,89,887 67,69,89,887Advance tax (net of provisions) 4,08,77,530 4,08,49,551Total 71,97,09,367 71,96,60,851

NOTE -12. TRADE RECEIVABLESUnsecured, considered goodDue for period exceeding six monthsRelated party 6,34,66,001 6,34,66,002Others - -Doubtful 1,36,68,103 1,36,68,103Less: Allowance for bad and doubtful debts (1,36,68,103) (1,36,68,103)Others (less than six months) - -Total 6,34,66,001 6,34,66,002

NOTE - 13. CASH AND BANK BALANCES

NOTE - 13.(A) CASH AND CASH EQUIVALENTSCash in hand 70,756 67,273Balance with banks - In current accounts 6,18,077 4,14,995Total (A) 6,88,833 4,82,268

NOTE - 13.(B) OTHER BANK BALANCESBank deposit under lien [maturity more than 3 months but upto 12 months] 34,721 91,141

Total (B) 34,721 91,141Total (A+B) 7,23,554 5,73,409

52




NOTE - 14. SHORT TERM LOANS & ADVANCES(Unsecured, considered good except otherwise stated)Inter Company Deposits given to related party 6,724,011 8,590,947Add: Interest accrued on Inter Company Deposits from related party - -Less : Provision created - -

67,24,011 85,90,947Advances recoverable in cash or kind or for value to be received - Considered good 517,221 437,455 - Considered doubtful 8,25,000 8,25,000 Less : Provision (8,25,000) (8,25,000)

5,17,221 4,37,455Advances to subsidiary - -

Total 72,41,232 90,28,402NOTE - 15. OTHER CURRENT ASSETS

Interest accrued on investments 5,82,840 4,52,912

Total 5,82,840 4,52,912NOTE - 16. OTHER INCOMEInterest IncomeInterest income on OFCD’s 7,47,945 17,01,841Interest income on ICD’s 1,0,24,140 7,34,232Interest income on bank fixed deposits 2,14,928 4,22,979Other Non operating IncomeCredit balances written back - 27,788Miscellaneous receipts 38,000 25,679

Total 20,25,013 29,12,519

NOTE - 17. EMPLOYEE BENEFITS EXPENSESalaries, wages, and bonus 10,19,317 27,93,939Gratuity 16,630 66,635Compensated absences - -Staff welfare expenses 79,204 17,709

Total 11,15,151 28,78,283

NOTE - 18. FINANCE COST

Interest CostInterest on secured term/loan repayable on demand - 47,81,46,932Interest unsecured loans 3,29,82,859 2,05,17,893Interest on others 1,12,668 32,517

Total 3,30,95,527 49,86,97,342

53



NOTE - 19. DEPRECIATION AND AMORTISATIONDepreciation 2,06,327 3,14,328Amortisation 9,65,125 9,84,482

Total 11,71,452 12,98,810

NOTE - 20. OTHER EXPENSES

Legal and professional charges 4,54,644 44,74,673Rent 2,05,275 19,64,973Tour and traveling expenses 6,98,161 3,51,953Business promotion expenses - 23,976Advertisement 1,10,406 76,490Motor car expenses 15,006 2,87,469Auditors remuneration [Refer Note 31] 9,87,414 11,36,578Printing and stationery expenses 4,64,452 2,03,436Hotel boarding and lodging 1,19,948 6,44,229Electricity expenses 26,102 4,25,318Listing fees and share transfer fees 10,54,587 7,86,551Conveyance charges 61,394 1,23,767Telephone and mobile charges 8,369 45,337Office expenses 1,47,865 2,08,463Postage and courier charges 3,66,628 3,68,731Directors sitting fees 1,02,546 1,57,170Repairs and maintenance expenses 3,950 17,499Provision for doubtful - 54,03,335Bank charges 48,214 35,870Commission 3,03,372 -Loss On Sale of OFCD's 15,00,000 -Liquidated damages - 28,000Sundry balances provided for 6,696 37,703Other general expenses 2,66,294 92,326

Total 69,51,323 1,68,93,844


54


NOTES FORMING PART OF THE FINANCIAL STATEMENTSSIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE FINANCIAL STATEMENTS

I. SIGNIFICANT ACCOUNTING POLICIES1. Background information

Entegra Limited (“Entegra” or the “Company”) was incorporated in 1995 as a private limited company. In 2000, the Companywas converted into a public limited company. The Company is listed on Bombay Stock Exchange Limited and NationalStock Exchange of India Limited. Entegra is engaged in the development of integrated global renewable energy projects.

2. Basis of presentationThe financial statements are prepared and presented under the historical cost convention on the accrual basis of accountingand in accordance with the Accounting Standard notified in the Companies (Accounting Standered) Rules, 2006 and therelevant provisions of the Companies Act 1956, to the extent applicable.

3. Use of estimatesThe preparation of the financial statements in conformity with generally accepted accounting principles requires managementto make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingentliabilities on the date of the financial statements. Management believes that the estimates made in the preparation of financialstatements are prudent and reasonable. Actual future period’s results could differ from those estimates. Any revisions toaccounting estimates are recognised in the period in which such revisions are made.

4. Significant accounting policies4.1. Revenue recognition

i. Revenues from sales of goods are recognized on shipment or dispatch to customers and are recorded exclusive ofValue Added Taxes but are net of any sales returns.

ii. Revenues from services rendered are recognized on completion of the service and are recorded exclusive of ServiceTax.

iii. Interest income on deposits with banks and investments is recognized on a time proportion basis.iv. Dividend incomes on investments are accounted for when the right to receive the payment is established.

4.2. PurchasesPurchases are shown exclusive of Value Added Tax.

4.3. Fixed assets and depreciationFixed assets are stated at cost of acquisition/construction including any cost attributable to bringing the assets to theirworking condition, less accumulated depreciation and impairment loss, if any. Intangible assets are recorded at the considerationpaid for acquisition of such assets and are carried at cost less accumulated amortization and impairment.Depreciation on fixed assets is provided on straight line method at the rates and in the manner prescribed in Schedule XIVof the Companies Act, 1956 and on pro-rata basis with reference to the month of additions / deductions. Fixed assets havingvalue lower than Rs.5,000 are depreciated fully in the year of acquisition / installation. Intangible assets are amortized overthe irrespective individual estimated useful lives on a straight-line basis, commencing from the date the asset is available tothe Company for its use.

4.4. Expenditure during construction periodExpenditure during construction period reflects an element of capital work in progress and includes directly attributablecosts that relate to the project and general and administration overheads as are specifically attributable to the construction ofthe project. Such expenditure is included under ‘Pre operative expenses (pending allocation) and will be capitalized underrelevant fixed asset accounts upon commencement of commercial generation of power.

4.5. InventoriesInventories of components used for renewable energy projects have been valued at lower of cost or net realizable value.Civil construction materials are valued at cost.

4.6. InvestmentsLong term investments are stated at cost and provision is made to recognize any decline, other than temporary, in the valueof such investments.

55


4.7. Foreign currency transactionsTransactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transactions.Gains or losses resulting from the settlement of such transactions and from translation of monetary assets and liabilitiesdenominated in foreign currency are recognized in the statement of Profit and Loss.

4.8. Employee benefitsGratuityEmployees in India are entitled to benefits under the Payment of Gratuity Act, 1972, a defined benefit retirement plan coveringeligible employees of the Company. The Plan provides a lump-sum payment to eligible employees at retirement or on terminationof employment. The gratuity benefit conferred by the Company on its employees is equal to or greater than the statutory minimum.

4.9. Borrowing costsBorrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the costof such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use orsale. All other borrowing costs are charged to the income statement.

4.10. Impairment of assetsThe carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based oninternal/external factors. An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. Animpairment loss, if any, is charged to statement of Profit and Loss in the year in which an asset is identified as impaired.Reversal of impairment losses recognised in prior years is recorded when there is an indication that the impairment lossesrecognised for the assets no longer exist or have decreased.After impairment depreciation is provided on the revised carrying amount of the asset over its remaining useful life. However,the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usualdepreciation if there was no impairment.

4.11. Provisions and contingent liabilitiesThe Company creates a provision when there is present obligation as a result of a past event and it is probable that an outflowof resources embodying economic benefits will be required, and a reliable estimate can be made of the amount required tosettle the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligationthat may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligationin respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

4.12. Income taxesIncome tax expense comprises current income tax, deferred tax and fringe benefit tax.Current taxesProvision for current income-tax is recognized in accordance with the provisions of Indian Income Tax Act, 1961, and ismade annually based on the tax liability after taking credit for tax allowances and exemptions.Deferred taxesDeferred tax assets and liabilities are recognised for the future tax consequences attributable to timing differences that resultbetween the profits offered for income taxes and the profits as per the financial statements. Deferred tax assets and liabilitiesare measured using the tax rates and the tax laws that have been enacted or substantively enacted at the balance sheet date.The effect of a change in tax rates on deferred tax assets and liabilities is recognised in the year that includes the enactmentdate.Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realised in the future,however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognisedonly if there is virtual certainty, supported by convincing evidence of recognition of such assets. Deferred tax assets arereassessed for the appropriateness of their respective carrying values at each balance sheet date.

4.13. LeasesFor operating leases, lease payments (excluding costs for services such as insurance and maintenance) are recognised as anexpense in the statement of profit and loss on a straight line basis unless another systematic basis is more representative ofthe time pattern of the user’s benefit, except where the rental is for pre operative activities in which case it is charged to ‘Preoperative expenses (pending allocation)’.

56


II. NOTES TO THE FINANCIAL STATEMENTS

22. Contingent liabilitiesa) Corporate guarantees given to the Banks/Financial Institutions against credit facilities extended to another company –

Rs. 19,33,00,00,000 (PY - Rs.19,33,00,00,000)

b) Bank guarantees Rs.17,10,000 (PY - Rs.17,10,000)

23. Lien on fixed deposits

The Company’s fixed deposits are under lien of the following parties pending completion of services projects as under;

24. Employee retirement and other benefitsThere are only two employees as on date on the payroll of Entegra. Hence Actuarial Valuation has not been done. Howeverliability has been booked based on actuarial valuation figures done as on 31st March 2013

25. Loans and advances in nature of loan to companies in which directors are interestedSundry debtors, loans and advances and current liabilities include the following due from / payable to bodies corporateunder the same group in which the directors of the Company are interested as members/directors:

Maximum amount outstanding during the year is as follows:

26. Amounts due to suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006

The Company has not received any intimation from the suppliers regarding status under the Micro, Small and MediumEnterprises Development Act, 2006 (the Act) and hence the related disclosure regarding,

a) Amount due and outstanding to suppliers as at the end of the accounting year;

b) Interest paid during the year;

c) Interest payable at the end of the accounting year; and

d) Interest accrued and unpaid at the end of the accounting year,

has not been provided. The same has been relied upon by the auditors.

Name of the parties As at 31 March 2015 As at 31 March 2014

Dakshinanchal Vidyut Vitran Nigam LimitedM.P.Urja Vikas Nigam Limited(RGPV) 17,10,000 17,10,000Total 17,10,000 17,10,000

Name of entity Description As at As at31 March 2015 31 March 2014

MW Unitexx Ltd. Short term loans and advances 67,24,011 8,590,947

Name of entity Description As at As at31 March 2015 31 March 2014

MW Unitexx Ltd. Short term loans and advances 88,29,062 8,590,947

57


Particulars Year ended Year ended31 March 2015 31 March 2014

Statutory audit fees 6,74,610 6,74,610Tax audit fees 2,25,000 2,24,720Others 88,254 2,37,698Total 9,87,414 11,36,578

28. Earnings/ (loss) per sharePayment to auditors (including service tax) comprises of the following:

Compulsorily convertible preference shares have been considered for computing Diluted Earnings/ (loss) per share. Suchshares were anti-dilutive in the previous year.

Year ended Year ended31 March 2015 31 March 2014

Net profit/(loss) as per statement of Profit and loss (4,02,94,706) (51,68,55,760)Weighted average number of Equity Shares during the year – Basic 31,71,53,009 31,71,53,009Weighted average number of Equity Shares during the year – Diluted 31,71,53,009 31,71,53,009Nominal value of shares (in Rs.) 10.00 10.00Earnings/ (loss) per share (EPS) Basic (in Rs.) (1.27) (1.63)Earnings/ (loss) per share (EPS) Diluted (in Rs.) (1.27) (1.63)

Description Year ended Year ended31 March 2015 31 March 2014

Opening balance in deferred tax liability/(asset) (16,200,336) (1,09,90,207)Add /(less):Deferred tax liability/(asset) on account of fixed assets (2,68,050) 171,993Deferred tax liability/(asset) on account of Leave Encashment (101,072) (101,072)Deferred tax liability/(asset) on account of Provision for (5,081,680) (5,081,680)doubtful advancesDeferred tax liability/(asset) on account of Gratuity (2,04,764) (199,369)Closing deferred tax liability/(asset) (21,855,902) (16,200,336)

29. Current and deferred taxesa) No provision for Current tax for the year was considered in view of the losses incurred by the Company during the

current financial year.b) Deferred tax calculation is as follows:

c) Tax rate considered for the above purposes is 32.445% (PY - 32.445%).

d) The net deferred tax assets have not been recognised in the financial statements of the Company in accordancewith AS 22 Accounting for taxes on income.

e) Considering the prudence aspect, no deferred tax asset has been recognized in the accounts on brought forwardbusiness losses and other assets as per the Income Tax Act, 1961.

27. Auditor’s remunerationPayment to auditors (including service tax) comprises of the following:

58


Ultimate parent company MW Corp Private Limited

Parent company MW Infra Developers Limited

Subsidiaries Ennertech Biofuels LimitedRajasthan Solar Power Company Private LimitedShree Maheshwar Hydel Power Corporation Limited

Fellow subsidiaries MW Unitexx LimitedDasna Developers Private LimitedHindon River Mills LimitedS. Kumars Limited

Enterprises where key Raj Infin Private Limitedmanagement personnel Girija Holding Private Limitedhave significantinfluence or control

Key Management Personnel Mukul S. Kasliwal – ChairmanWarij A. Kasliwal – Vice Chairman

30. Related party disclosures(A) List of related parties

(B) Transaction with Related Parties

Nature of transaction Holding Companies Fellow Subsidiaries Subsidiaries Key ManagementPersonnel

Income from investments - - 7,80,264 -- - (17,01,841) -

Income from Inter - 10,24,140 - -company Deposits

- (7,34,231) - -Interest paid - - 2,02,75,271 -

- - (1,84,17,894) -Face value of equity shares - - 2,92,73,04,000 -held in subsidiary

- - (2,92,73,04,000) -Advances given - 67,46,808 - -

- (8,610,981) - -Advances received - - - -

(-) (-) (-) (-)Liabilities settled 16,59,100 - 17,680 12,617

(-) (-) (9,472) (-)Liabilities incurred - - 1,95,06,922 2,52,345

(385,006) (-) (18,720,878) (-)Advance From Customer 2,30,54,499

(23,068,695)Closing balance (Dr.) 67,69,89,887 7,02,12,809 - -

(67,69,89,887) (72,056,948) (-) (-)Closing balance (Cr.) 11,67,073 - 30,33,02,971 10,33,060

(21,67,073) (-) (28,38,13,729) (7,93,333)

59


Notes:

i. Related party relationships have been identified by the management and relied upon by the auditors.

ii. Figures in brackets represent those of the previous year.

(C) Disclosure in respect of material transactions with related parties

2014 - 2015 2013 - 2014(i) Income from investmentsShree Maheshwar Hydel Power Corporation Limited 7,80,268 17,01,841

(ii) Sale of assignment of rights to subscribe to further equityMW Infra Developers Limited -

(iii) Income from Inter corporate depositsMW Unitexx Limited 10,24,140 7,34,231

(iv) Interest paidShree Maheshwar Hydel Power Corporation Limited 207,13,785 1,84,17,894

(v) Guarantees fees paidMW Corp Private LimitedMW Infra Developers Limited - -

(vi) Advance givenMW Unitexx Limited 6724011 85,90,947Dasna Developers Pvt. Ltd. 22797 20,034Ennertech Biofuels Limited - -Rajasthan Solar Power Company Pvt. Ltd. 3,484 9472

(vii) Advance receivedMW Unitexx Limited -Ennertech Biofuels Limited- Customer 230,54,499 23,068,695

(viii) Liabilities settledMW Infra Developers Limited - -MW Unitexx Limited - -

(ix) Liabilities incurredS. Kumars Limited - -MW Unitexx Limited - -Shree Maheshwar Hydel Power Corporation Limited 1,95,06,922 18,720,878MW Corp Private Limited - 3,85,006

(x) Rental and other office administration expense paidMW Corp Private Limited - 19,99,786

31. Segment reportingThe Company is engaged in the business of development of integrated global renewable energy projects and all operationscomprise part of a single business segment namely ‘Renewable Energy Services’. Therefore no separate segment information

60


has been presented as per AS 17 ‘Segment Information’, notified by the Central Government under Companies (AccountingStandards) Rules, 2006

32. Operating leasesThe Company enters into leasing arrangements for office premises, guest houses and godown premises in general. Theleases are cancellable and are generally for a period of one year. There are no significant conditions, restrictions or contingentrents. The total rental expense recognized in the statement of profit and loss for the period is Rs 1,78,500 (PY - Rs. 19,64,973).

33. Current year lossesLoss of Rs4,02,94,706 is largely on account of finance charges of Rs.3,30,95,528 on borrowings made for deployment inhydel power project, which has yet to commence operations.

34. Employee BenefitsThe Company has neither carried out actuarial valuation as required by AS- 15 “Employee Benefits” notified by the CentralGovernment under Companies (Accounting Standards) Rules, 2006 nor provided for Employee benefits as there are noqualifying employees.

35. Deposit GivenThe Company has given deposit given to one of the party which is shown under the head Long term loans and advancesamounting to Rs 20,00,00,000. The said deposit is given for occupying rent free area in the proposed newly constructedbuilding. However the said project is still on hold by the developer but the management is hopeful of its performance in nearfuture.

36. Recoverability of current assets and loans and advancesIn the opinion of the Board, the current assets and loans and advances have a value on realization in the ordinary course ofbusiness at least equal to the amount at which they are stated and provision for all known and determined liabilities (exceptwherever otherwise stated) are adequate and not in excess of the amount reasonably necessary. Keeping in view the fact thatthe investments are of the long-term nature, no diminution in the book value of the said investments is considered during theyear.

37. Previous year’s figures have been regrouped/ rearranged/ reclassified wherever necessary

For and on behalf of the Board

Sd/- Sd/-Mukul S.Kasliwal Warij A. KasliwalChairman Vice-Chairman(Din No - 00058577) (Din No - 00012576)

Sd/- Sd/-C R Bhagwat Sanjay GopalanCompany Secretary Chief Financial

OfficerPlace : MumbaiDate : 29th May 2015

61


For and on behalf of the Board

Sd/- Sd/-Mukul S.Kasliwal Warij A. KasliwalChairman Vice-Chairman(Din No - 00058577) (Din No - 00012576)


OfficerPlace : MumbaiDate : 29th May 2015

Statement of particulars regarding Company’s interest in the subsidiary Companies.

1

2

(i)

(ii)

(iii)3

(i)

(ii)

4

(i)

(ii)

Name of subsidiary as at 31 March 2014

The Company’s interest in subsidiary

No. of Shares held

Face Value

Extent of HoldingNet aggregate amount, so far as itconcerns members of the company andis not dealt with in the Company’saccounts of the subsidiary’s profits.

For the year ended 31st March, 2014

For previous financial years of thesubsidiary since it became a subsidiary.

Net aggregate amount of the profits sofar as those profits are dealt with orprovision is made for those losses in thecompany’s accounts.

For the year ended 31st March, 2014

For previous financial years of thesubsidiary since it became a subsidiary.

EnnertechBiofuels Limited

10,00,000

Rs.10 per Share

100.00%

Rs.62,407/-

Rs.74,693/-

Nil

Nil

Shree Maheshwar HydelPower Corporation Limited

Rajasthan Solar PowerCompany Private Limited

29,17,20,400

Rs.10 per Share

58.43%

Nil

Nil

Nil

Nil

10,000

Rs.10 per Share

100.00%

Rs.23,208/-

Rs.36,123/-

Nil

Nil

62


Independent Auditor’s Report on Consolidated Financial Statements

The Members,Entegra Limited

Report on the Financial Statements

1. We have audited the accompanying consolidated financial statements of Entegra Limited (the “Company”) and its subsidiaries(collectively referred to as “the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2015, theConsolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended and a summaryof significant accounting policies and other explanatory information

Management’s Responsibility for the Consolidated Financial Statements

2. The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”)with respect to the preparation of these financial statements that give a true and fair view of the financial position, financialperformance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 133 of theAct, read with Rule 7 of the Companies (Accounts) Rules, 2014 and in accordance with the accounting principles generallyaccepted in India. This responsibility also includes the maintenance of adequate accounting records in accordance with theprovision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonableand prudent; and design, implementation and maintenance of internal financial control, that were operating effectively forensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error..

Auditors’ Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are requiredto be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internalfinancial control relevant to the Company’s preparation of the financial statements that give true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well asevaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our auditopinion.

Basis for Qualified Opinion

As stated in the Note no as referred below of the financial statement:

(i) 1. As stated in Note No. 3(b) of the financial statements, Non-provision of interest liability amounting to Rs.1,741,943,789 of M/s. Edelweiss Asset Reconstruction Company Ltd. (EARCL), who have been absolutely assignedall rights and interests in the financial assistance of the Company, vide Assignment Agreement dated 28.03.2014 inrespect of the Loan which was taken in the earlier years by the Company from Central Bank of India based on theestimates of the management that the liability that exists in the books of accounts would be sufficient to meet the

63


proposed One Time Settlement(OTS) amount, which will be negotiated with EARCL. On account of the aforesaidnon-provision towards interest, loss for the year and borrowing have been has been understated by Rs. 1,741,943,789.

(ii). As explained in Note No.32 of the financial statements, Non-provision in respect of Deposit given to one of theparty which is shown under the head Long term loans and advances amounting to Rs 20,00,00,000. The said depositis given for occupying rent free area in the proposed newly constructed building. However, the said project is still onhold by the developer but the management is hopeful of its performance in near future. On account of the aforesaidnon-provision, loss for the year has been understated and deposit have been has been overstated by Rs 20,00,00,000.

(iii). As stated in Note No 25 of the financial statements, which states that financials of one of the subsidiary Company areconsolidated based on management drawn accounts adopted by the board of directors of that company. On accountof the same assets amounting to Rs 535029 Lacs and cashflow of Rs1.89 Lacs has been consolidated. We have neitherreviewed the said financial statements of the said subsidiary company nor do we express any opinion on it.

(iv). As stated in Note No. 34 of the financial statements, in case of one of the Company’s subsidiary Ennertech BiofuelsLimited regarding granting interest free loan to its related party amounting to Rs 41,00,00,000/- there by overstatingthe loss for the year and understating to an amount which is unascertainable.

(v). As stated in Note No. 33 of the financial statements, in case of one of the Company’s Rajasthan Solar Power CompanyPrivate Limited regarding non provision of amount given to advance to supplier which is pending performance/recovery amounting to Rs35,75,00,000 there by understating the loss for the year and overstating short term Loans &Advances to the said tune to an amount which is unascertainable.

Opinion

5. In our opinion and to the best of our information and according to the explanations given to us, except for the effects of thematter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by theAct in the manner so required and give a true and fair view in conformity with the accounting principles generally acceptedin India:(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2015;(b) in the case of the Consolidated Statement of Profit and Loss, of the Loss of the Group for the year ended on that date

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



Sd/-

ShyamMalpaniProprietor

Mumbai, 14th November 2015 Membership No. F- 34171

64


Annexure to the Auditors’ Report

(On the Financial Statements for the year ended 31st March 2015)

As stated in the Auditors report that the financial statement of one of the subsidiary has been consolidated based on unauditedfinancials our report does not include report of the said subsidiary company.(i) Fixed Assets

In respect of the fixed assets of holding company and Subsidiary companies,

a) The Company has maintained proper records pertaining to fixed assets showing full particulars including quantitativedetails and situation of fixed assets.

b) During the year, the fixed assets have been physically verified by the management in a phased periodical manner, whichin our opinion is reasonable.

c) In case of one of the subsidiary Rajasthan Solar Power Company Private Limited, the Company does not have fixedassets during the year under review.

(ii) Inventories

The Company does not have any inventory during the year under review.

(iii) Loans & Advances either granted or taken

a) The Company has granted loan to two body corporate being the parties covered under the register maintained undersection 189 of the Act. The maximum and closing balance of the said loan is Rs 59,90,33,623 /- and Rs 58,20,09,861 /- respectively.

b) In our opinion, the rate of interest and other terms and conditions for such loan is prima facie, prejudicial to the interestof the Company.

c) In respect of the loan granted, the same is recoverable on demand and hence we cannot comment on regulatory ofpayment.

(iv) Internal Controls

In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of itsbusiness for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit,no major weakness has been noticed in the internal controls in respect of these areas.

(v) Public Deposits

According to the information and explanations given to us, the Company has not accepted deposits as per the directivesissued by Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and therules framed there under.According to the information and explanations given to us, the Company has not accepted depositsas per the directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisionsof the Act and the rules framed there under.

(vi) Cost RecordsIn case of holding company the maintenance of cost records pursuant to the Rules made by the Central Government undersection 148 (1) of the Companies Act, 2013 has been prescribed in respect of the class of the Company (Electricity industry).However, the Company is exempt from the maintenance of such records as the aggregate value of the machinery and plantinstalled as on the last date of the preceding financial year does not exceed the limits as specified for a small scale undertakingunder the provisions of the Industries (Development and Regulation) Act 1951 (65 of 91) i.e. Rs 100 Lakh.In case of subsidiary company the Central Government has not prescribed maintenance of cost records for other subsidiariesunder section 148 (1) of the Companies Act, 2013. Accordingly this clause is not applicable.

(vii) Statutory Dues

a) Undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance,income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, asapplicable, have not been regularly deposited with the appropriate authorities, though there has been a slight delay in a

65


few cases. No undisputed amounts payable in respect thereof were outstanding as at the yearend for a period of morethan six months from the date they became payable except Income Tax amounting to Rs 560,975and Service Taxamounting to Rs 11913

(b) There are no dues in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess thathave not been deposited with the appropriate authorities on account of any dispute

(viii) Accumulated Losses

In our opinion, the Company’s accumulated losses at the end of the financial year are more than fifty per cent of its net worth.Further, the Company has incurred cash losses of Rs 90,65,536 during the financial year covered by our audit andRs.238,782,951 in the immediately preceding financial year.

(ix) Dues to Financial Institutions/Banks

The Company has not taken loan during the year under review.

(x) Guarantees given

As per the records verified by us and based on the explanations given to us, during the year the Company has not given anyguarantee for loans taken by others from bank or financial institutions, the terms and conditions, whereof, are in our opinionprejudicial to the interest of the Company.

(xi) Application of Funds raisedAccording to the information and explanation given to us, in our opinion, no term loans were raised during the year underreview.

(xii) Frauds

During the course of our examination of the books and records of the Company, carried out in accordance with the generallyaccepted auditing practices in India, and according to the information and explanations given to us, we have neither comeacross any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of suchcase by the management.



Sd/-ShyamMalpani

ProprietorMembership No. F- 34171

Mumbai, 14th November 2015

66


CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2015(Amount in Rs.)

Particulars Note As at As at31 March 2015 31 March 2014

I. EQUITY AND LIABILITIES (1) Shareholder’s Funds (a) Share Capital 1 3,17,15,30,090 3,17,15,30,090(b) Reserves and Surplus 2 (40,30,97,629) (39,20,62,711)(2) Non-Current Liabilities (a) Long-term borrowings 3 23,86,18,61,987 24,20,94,98,344(b) Other long term liabilities 4 1,00,89,65,132 94,44,67,395(c) Deferred Tax Liability 9,516 12,898(c) Long term provisions 5 93,32,583 1,01,15,763(3) Current Liabilities (a) Short-term borrowings 3 7,28,70,07,750 6,55,79,34,263(b) Trade payables 6 22,71,49,151 14,92,95,737(c) Other current liabilities 7 21,79,66,44,736 16,53,73,68,799(d) Short-term provisions 8 71,07,840 63,08,030Minority Interest 2,07,55,86,000 2,07,55,86,000Total 59,04,20,97,156 53,27,00,54,609II.Assets Goodwill on consolidation 3,23,57,86,000 3,23,57,86,000

(1) Non-current assets (a) Fixed assets 9 (i) Tangible assets 13,15,06,374 13,76,04,205 (ii) Intangible assets - 10,08,029 (iii) Capital Work in progress 53,39,52,08,491 47,69,37,08,945 (iv) Intangible assets under development - -(b) Non-current investments 11 4,28,470 4,28,470(c) Long term loans and advances 12 47,87,44,474 43,90,93,795(d) Other non-current assets 13 72,30,73,914 76,36,74,162

(2) Current assets (a) Inventories 14 6,34,66,001 6,34,66,002(b) Trade receivables 15 16,46,112 18,92,504(c) Cash and cash equivalents 16 1,01,16,54,478 93,29,78,051(d) Short-term loans and advances 17 5,82,841 4,14,446(e) Other current assets - -Total 59,04,20,97,156 53,27,00,54,609




OfficerPlace : MumbaiDate : 14th November 2015

67


CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2015(Amount in Rs.)

Particulars Note Year ended Year ended31 March 2015 31 March 2014

INCOMEI. Revenue from operations - -II.Other income 18 12,77,068 12,10,678III. Total (I+II) 12,77,068 12,10,678

IV.EXPENDITUREEmployee benefit expense 19 11,15,151 28,78,283Finance costs 20 22,12,667 22,01,51,946Depreciation and amortisation 21 12,01,913 13,19,308Other expenses 22 70,14,786 1,69,63,400Pre operative expenditure written off - -Total expenses 1,15,44,517 24,13,12,937V. Profit before exceptional and extraordinary items and tax (1,02,67,449) (24,01,02,259)VI. Exceptional items - - -

VII.Prior Period adjustments - -

VIII. Profit before extraordinary items and tax (V-VI-VII) (1,02,67,449) 24,01,02,259)

IX. Extraordinary items - -

X. Profit before tax (VIII - IX) (1,02,67,449) (24,01,02,259)Less: Tax ExpenseCurrent tax - -Deferred tax (3,382) -Fringe benefit tax - -

XI. Profit(Loss) from the period from continuing operations (10,264,067) (240,102,259)

XII. Balance brought forward (1,517,984,527) (1,277,882,269)

XIII. Profit/(Loss) for the period (XI + XII) (1,528,248,594) (1,517,984,527)

XIV. Earning per equity share: (1) Basic (0.03) (0.76) (2) Diluted (0.03) (0.76)





68


For the year ended For the year ended31 March 2015 31 March 2014

Net profit before tax and extraordinary items ( 25,26,33,405) ( 24,01,02,259)Adjustments for: -Depreciation 12,01,913 13,19,309Interest and financial charges (25,79,14,835) 22,01,51,946Interest income (12,39,068) (11,57,211)Deferred Tax (3,382) -Provision for doubtful advances - 54,03,334Provision for leave travel allowance - -Provision for leave encashment and gratuity (1,00,529) 1,42,819Sundry balances written off - -Sundry balances provided for 6,696 37,703Foreign exchange fluctuation 10,594 (37,319)Provision for compensated absences and gratuity (6,70,668) (9,31,863)Sundry balances written back (38,000) (27,788)Miscellaneous income - (25,679)(Profit)/ Loss on sale of assignment - -Loss on sale of fixed assets - 12,297Operating profit/(loss) before working capital changes (51,13,80,685) (1,52,14,712)

Adjustments for working capital changes :(Increase)/decrease in inventory - -(Increase)/decrease in trade and other receivables 1 4,76,67,23Increase/(decrease) in trade and other payables 30,79,615 48,99,64,301Cash used operations (50,83,01,068) 47,95,16,312Taxes Paid (net of interest on income tax refunds) - 1

Net cash flow from/(used) in operating activities Total (A) (508,301,069) 479,516,312

Cashflow from investing activitiesShare application money paid - -Purchase of Fixed Assets -(Increase)/decrease in pre-operative expenses (30,134,915) 1,970,964,784Adjustment for - - Depreciation - (4,632,496) Interest & other financial expenses 30,134,915 (4,129,323,979)Loss on sale of fixed assets - -Provision for income tax - -Wealth tax - -Short provision of Fringe Benefit Tax for earlier years - -Purchase of fixed assets - -Amounts given under fixed deposits - -Amounts received from fixed deposits 56,420 7,613,318Sale of Fixed Assets - (12,297)(Increase)/decrease in investments - -

Adjustment for movement in working capital - -Increase/(decrease) in sundry creditors & other payables 66,78,85,861 2,50,04,59,149(Increase) / decrease in loans & advances 19,97,03,315 23,02,71,315

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2015(Amount in Rs.)

69






For the year ended For the year ended31 March 2015 31 March 2014

Purchase/disposal of fixed assets - 70,90,823(Increase)/decrease in CWIP (93,284,691) (270,930,509)(Increase)/decrease in Investments - -(Increase)/decrease in capital advances 543,500 -

- -Net cash flow from/(used in) investing activities Total (B) 77,49,04,405 31,15,00,107

Cashflow from financing activityLoans and advances received back/(given) 15,27,028 (1,35,48,320)

Repayment of debentures (36,36,36,363) (36,36,36,363)Interest and finance charges paid (45,65,77,664) (95,76,83,120)Interest Income 3,21,21,928 1,95,75,105Proceeds from loans 74,96,57,679 75,98,26,260Payment of loans (22,98,85,918) (24,38,85,926)Net cashflow from/(used in) financing activities Total (C) (26,67,93,311) (79,93,52,365)Net decrease in cash & cash equivalents Total (A+B+C) (1,89,974) (83,35,946)Cash and cash equivalents - Opening balance 18,01,365 1,01,37,306Cash acquired on mergerCash and cash equivalents - Closing balance 16,11,391 18,01,361

Note:Cash and cash equivalents include:Cash in hand 206,980 182,583Balance with schedule banks - In current accounts 1,343,183 1,559,949 - In fixed deposits (with maturity upto 3 months) 61,229 58,831

1,611,391 1,801,363

70



No. of shares Amounts No. of shares Amounts

NOTE - 1. Share capital

Authorised share capital Equity shares Equity shares of Rs. 10/- each 46,45,10,000 4,64,51,00,000 46,45,10,000 4,64,51,00,000

Preference shares Preference shares of Rs. 10/- each 53,60,00,000 5,36,00,00,000 53,60,00,000 5,36,00,00,000

1,00,05,10,000 10,00,51,00,000 1,00,05,10,000 10,00,51,00,000Issued, subscribed and fully paid upEquity sharesEquity shares of Rs. 10/- each 31,71,53,009 3,17,15,30,090 31,71,53,009 3,17,15,30,090

31,71,53,009 3,17,15,30,090 31,71,53,009 3,17,15,30,090

a) Reconciliation of share capital (Equity share capital)Balance at the beginning of the year 31,71,53,009 3,17,15,30,090 31,71,53,009 3,17,15,30,090Balance at the end of the year 31,71,53,009 3,17,15,30,090 31,71,53,009 3,17,15,30,090

c) Shares held by holding company and ultimateholding company Shareholding structureEquity shares of Rs.10/- eachMW Corp Private Limited - Ultimate holding company 24,17,799 2,41,77,990 24,17,799 2,41,77,990MW Infra Developers Limited - Holding company 22,40,91,350 2,24,09,13,500 22,40,91,350 2,24,09,13,500

22,65,09,149 2,26,50,91,490 22,65,09,149 2,26,50,91,490

% of issued No. of shares % of issued No. of sharescapital capital

d) Shareholders holding more than 5% of the sharesEquity shares of Rs.10/- eachMW Infra Developers Limited 70.66% 22,40,91,350 70.66% 22,40,91,350Hakmans Financial Services & Securities Pvt. Ltd 11.25% 3,56,84,615 11.25% 3,56,84,615Preference shares of Rs. 10/- eachMW Infra Developers Limited - - -

25,97,75,965 25,97,75,965

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2015

71



Note - 2 RESERVES AND SURPLUS

Securities premium reservesBalance at the beginning of the year 1,12,59,21,816 1,12,59,21,816

Less : Utilised for issue of bonus shares - -Less : Share issue expenses written off - -Balance at the end of the year 1,12,59,21,816 1,12,59,21,816

Surplus/(Deficit) in the statement of profit and lossBalance at the beginning of the year (2,30,35,39,587) (1,51,79,84,527)Add : Loss during the year (4,03,08,439) (7,70,854)Add : Retained Earning* (7,70,854)Balance at the end of the year (2,34,46,18,879) (1,51,79,84,527)

(1,21,86,97,063) (39,20,62,711)


#1: In the previous year 2011-12, the Company has issued bonus shares on equity shares in the ratio of 4:13 i.e. 4 (four) equityshares for every 13 (thirteen) equity shares held. The Company has issued a total of 7,46,23,938 shares on equity shares held onthe record date. This bonus issue also includes shares issued on 13,56,70,000 Compulsory Convertible Preference Shares (‘CCPS’)which were converted into equal number of equity shares, prior to the record date.

#2: Pursuant to the Scheme of Merger of SKG Power Ventures Private Limited (‘SKGPV’) with the Company, as approved by theshareholders and sanctioned by the Honourable High Court of Bombay, 5,00,000 equity shares of Rs. 10 each and 13,56,70,000CCPS of Rs. 10 each were issued to shareholders of SKG Power Ventures Private Limited for consideration other than cash.

#3 Term/Rights attached to equity sharesThe company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitledto one vote per share except as otherwise stated.


Number No. of shares Number No. of shares

e) Details of shares allotted as fully paid up by way ofbonus issues and brought back during the last 5 yearsEquity sharesYear ended Face value Bonus issue Face value Bonus issue31 March 2013 - - - -31 March 2012 (Refer #1 below) 10 7,46,23,938 10 7,46,23,93831 March 2011 - - - -31 March 2010 - - - -31 March 2009 (Refer #2 below) - - - -

Compulsory convertible preference sharesYear ended Face value Bonus issue Face value Bonus issue31 March 2013 - - - -31 March 2012 - - - -31 March 2011 - - - -31 March 2010 - - - -31 March 2009 (Refer #2 below) - - - -

72



Note - 3 LONG TERM BORROWINGS

Secured Loan Term Loan - From banks (Refer 4b, 4c & 4f) 2,40,82,00,000 2,40,82,00,000 - From financial institutions (Refer 4d,4e & 4f) 15,76,21,91,165 15,76,21,91,165

Zero Coupon Bonds (‘ZCB’) 3,42,66,98,092 3,42,66,98,092

Total (A) 21,59,70,89,257 21,59,70,89,257

Unsecured BorrowingsNon Convertible Debentures2,175, 9.75% Non Convertible Debentures of Rs.10,00,000 each fully paid up 1,18,63,63,635 1,36,80,90,902[Bearing 9.75% rate of Interest, redemption started from 23rd Sep. 2011 in 22Half yearly Installments]

1,825, 10.75% Non Convertible Debentures of Rs.10,00,000 each fully paid up 1,07,84,09,095 1,24,43,18,185[Bearing 10.75% rate of Interest, redemption started from 14th Feb 2012 in 22Half yearly Installments]

Total (B) 2,26,47,72,730 2,61,24,09,087

Total (A+B) 23,86,18,61,987 24,20,94,98,344

Note - 3. SHORT TERM BORROWINGS

Secured LoanLoan repayable on demand - From banks 2,69,50,00,000 2,75,00,00,000 - From other parties - -Inter corporate deposits - -

Unsecured LoansMadhya Pradesh State Industrial Development Corporation Limited('MPSIDC') 52,27,53,000 52,27,53,000Power Finance Corporation Limited 2,49,63,88,885 1,83,62,01,260Loans & advances from related party 153,66,57,960 141,39,80,003Inter corporate deposits 2,12,07,905 2,00,00,000Other interest free loans 1,50,00,000 1,50,00,000

Total 7,28,70,07,750 6,55,79,34,263


73


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2015

Note - 33. a) Security given against loans outstanding during current and previous year

Loans repayable on demand of Rs 25,00,00,000 and Rs 2,50,00,00,000 outstanding as on 31 March 2015• Extension of charge on Marol, MIDC property by S. Kumars Retailer Services Private Limited.• Pledge of 4,05,37,530 of promoter’s equity shares in Entegra Limited and 10,07,970 equity shares of Shree Ram Urban Infrastructure

Limited as collateral security.• Personal guarantee of the promoter directors and corporate guarantee of the parent company MW Infra Developers Private Limited.

3. b) Details of continuing default in payment

• Central Bank of India has absolutely assigned all rights and interests in the financial assistance granted to Entegra Ltd infavour of Edelweiss Asset Reconstruction Company wide Assignment Agreement dated 28.03.2014.

Accordingly Edelweiss Asset Reconstruction Comapny (EARC) has become the secured lender and all rights title and interest ofCentral Bank of India have vested in EARC in respect of the above financial assistance. The company however continues toprovide for interest on the entire amount of Rs. 275 crs as per the rates applicable in the loan agreement.

3. c) Terms of repayment of term loans and other loans

• Inter Corporate Deposits are repayable on maturitiescarrying an interest rate of 21%.

• The Company has filed an application with MPSIDC for agreeing the terms of closure of an outstanding loan against which theCompany made payments aggregating Rs. 22,09,76,000 till 11 July 2006. The application is under evaluation and the Companyexpects that on finalization of the terms, it would not be required to repay amount exceeding the amount of liability ofRs.52,27,53,000 Lakh already recognized in the books.“As on the date of the approval of these financial statements, a formaldecision in respect of the Company’s above proposal is yet to be taken by the MPSIDC.

“On 25 April 2011, the Company has also made a payment of Rs.3,00,00,000 as part settlement of this loan liability."

4. Loan from related party consists loan received from the holding company and a group company, which are repayable ondemand. The loan from the holding company is interest free while the loan from the group company has an interest rate of12%.

a) Zero Coupon Bonds are Bearing 0% rate of Interest and are due for redemption in 12 months post COD in 80 QuarterlyInstallments (Refer Note No. 29)

b) Term loans from banks of amouting Rs. 41,00,00,000 carrying interest at 8.5% are repayable 18 months post the COD in60 quarterly installments (Refer Note No. 29)

c) Term loans from banks amounting Rs 199,82,00,000 carrying interest ranging from 8.5% to 14.5% are repayable asfollows (Refer Note No. 29)- Rs. 50,00,00,000 repayable in 47 quaterly installment starting from September 2012

- Rs.149,82,00,000 repayable in 60 quaterly installment starting from September 2012

d) Term loans from financial institutions amounting Rs. 876,21,91,165 carrying interest ranging from 8.5% To 16% arerepayable 18 months post the COD in 60 quarterly installments (Refer Note No. 29)

e) Term loans from financial institutions amounting Rs. 325,00,00,000 are carrying interest ranging from 8.5% To 14% arerepayable 6 months post the COD in 60 quarterly installments (Refer Note No. 29)

f) Term Loan from Financial Institutions includes Subordinate Loan of Rs. 375,00,00,000 carrying interest ranging from15% to 15.25% are repayable in one bullet installment on 15th July 2014

"Above Term Loans and ZCBs together with all interest, additional interest, default interest/ liquidated damages shall be securedby:

a) a first mortgage and charge of all the immovable properties including the properties pertaining to the Project both presentand future;

74


b) a first charge by way of hypothecation of all the moveable properties including moveable machinery, machinery spares,equipments, tools, accessories, both present and future; and (ii) escrow receivables collected by State Electricity Boardfrom a particular circle acceptable to the Lenders and the arrangement to make such escrow receivables shall be madethree months prior to COD;

c) an assignment by way of first charge of:

i) all the rights, title and interests of the Borrower in, to and under all the Receivables, Accounts including RetentionAccounts and book debts, both present and future,

ii) the right, title and interest of the Borrower in, to and under all (a) of the Project Documents, and (b) the guarantees,letters of credit other performance bonds, indemnities, liquidated damages and contractors guarantees that may befurnished in favour of the Borrower by the various counter-parties under the Project Documents such as PPA (includingthe connecting securities) and EPC Contracts, after obtaining the written consent of the parties thereto, if necessary,and

iii) the right, title and interest of the Borrower in, to and under all the Government Approvals, insurance policies anduncalled capital of the Borrower in the Project;

iv) letter of credit from MPSEB covering 1.05 months of tariff payment to the Borrower;

d) Personal Guarantee and Corporate guarantee:

(i) Irrevocable and unconditional Personal Guarantee by Shri. Mukul S. Kasliwal to cover the total aggregate liabilitytowards the Lenders, together with all interest, liquidated damages, costs, charges, expenses and all other monies forthe Aggregate outstanding loan . Further Loan aggregating Rs. 290,85,01,430 are also secured by irrevocable andunconditional Personal Guarantee of relatives of Shri Mukul S Kasliwal.

(ii) Irrevocable and unconditional Corporate guarantee by M/s Entegra Ltd and M/s M. W. Infra Developers (Pvt) Ltd. tocover the total aggregate liability towards the Lenders, together with all interest, liquidated damages, costs, charges,expenses and all other monies for the Aggregate outstanding loan. Further Loan aggregating Rs. 290,85,01,430 is alsosecured by irrevocable and unconditional Corporate Guarantee by M/s S Kumars Nationwide Ltd.

e) Pledge of Shares to the satisfaction of the Lenders in the manner stipulated below;

(i) Pledge of entire shareholding held by the Promoters in the equity capital of the Borrower together with any futureaccretions shall remain pledged till the Final Settlement Date; and

(ii) in the event of the Borrower going for fresh issue of shares, it shall ensure that a minimum 51% of equity shares of thecompany in the capital of the Borrower is always held by the Promoters and shall stand pledged.

The aforesaid mortgages, charges, pledge, Guarantees and assignments shall in all respects rank pari-passu interse amongst eachof the lenders for their Loans provided / to be provided to the Borrower for implementation of the Project.

Provided that any mortgages/ charges to be created by Borrower in favour of the Subordinate Lender, if any, shall rank second,subsequent and subservient to the charges/ mortgages created / to be created by the Borrower in favour of the Lenders.

75



Amt (in) Default Period of Default Amt (in) Default Period of Default

Dena Bank 12,78,24,998 Jan-12 to Mar-15 8,22,80,792 Jan-12 to Mar-14

General Insurance Corporation Ltd 2,17,24,919 Jul-10 to Mar-15 1,65,95,373 Jul-10 to Mar-14

IDBI 9,71,81,219 Feb-12 to Mar-15 5,90,54,691 Feb-12 to Mar-14

IFCI 18,80,37,882 Mar-11 to Mar-15 13,37,42,443 Mar-11 to Mar-14

Life Insurance Corporation 60,87,32,211 Feb-11 to Mar-15 42,30,46,375 Feb-11 to Mar-14

National Insurance Co. 1,19,12,920 Jul-10 to Mar-15 89,46,746 Jul-10 to Mar-14

Power Finance Corporation ( RTL) 5,56,53,53,220 Apr-11 to Mar-15 3,80,47,20,775 Apr-11 to Mar-14

REC Ltd 1,96,81,96,335 Jan-11 to Mar-15 1,28,26,17,134 Jan-11 to Mar-14

HUDCO 2,16,91,29,478 Jan-11 to Mar-15 1,48,08,68,267 Jan-11 to Mar-14

State Bank Of India (TL) 1,08,07,85,260 Apr-12 to Mar-15 64,81,08,016 Apr-12 to Mar-14

Central Bank Of India (TL) * 1,17,50,97,700 Jan-12 to Mar-15 73,90,07,877 Jan-12 to Mar-14

The New India Assurance Co. Ltd. 3,14,55,097 Nov-05 to Mar-15 2,53,52,994 Nov-05 to Mar-14

The Oriental Insurance Co. ltd. 1,75,49,544 Nov-05 to Mar-15 1,40,42,579 Nov-05 to Mar-14

United India Insurance Co. Ltd. 1,68,81,122 Jul-10 to Mar-15 1,26,33,779 Jul-10 to Mar-14

13,07,98,61,905 8,73,10,17,841

* Assigned to Edelwise Asset Reconstruction Co. on 28th March 2014

(g) Unsecured Borrowings (Long Term)

Particulars 31 March 2015 31 March 2014(a) Non Convertible Debentures

(i) 2175 (P.Y. 2175 )9.75% Non Convertible Debentures of ` 10,00,000 1,18,63,63,635 1,38,40,90,908

each fully paid up Bearing 9.75% rate of Interest, redemption started from

23rd Sep. 2011 in 22 Half yearly Instalments

(ii) 1825 (P.Y. 1825 )10.75% Non Convertible Debentures of ` 10,00,000 1,07,84,09,095 1,24,43,18,185

each fully paid up Bearing 10.75% rate of Interest, redemption started from

14th Feb 2012 in 22 Half yearly Instalments

(All the above debentures are secured by Default payment guarantee issued

by Power Finance Corporation in favour of the trustees and second charge on

pari passu basis on land situated at Ahmedabad amounting to ` 4,93,430 )

Total of Unsecured Borrowings 2,26,47,72,730 2,62,84,09,093

(f) Details of continuing defaults in payment of interest with respect to Secured Borrowings (Long Term)

76


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2015

As at As atParticulars 31 March 31 March

2015 2014

Note-4. OTHER LONG TERM LIABILITIES Retention Money Payable 16,69,53,297 16,69,04,024Others 84,20,11,835 77,75,63,371Other long term liabilities mainly consists of i) Gurantee Commission payablefor OFCD issue Rs.52.29 crores (P.Y. Rs.44.19 crores and ii) Assets taken over fromMPEB for Rs.17.81 crores (P.Y. Rs.17.81 crores) Total 100,89,65,132 94,44,67,395

Note- 5. LONG TERM PROVISIONS Provision for employee benefits - Gratuity (unfunded) 63,14,618 68,37,820 - Leave Encashment (unfunded) 30,17,965 30,17,965 - Compensated absences (unfunded) - 2,59,978

Total 93,32,583 1,01,15,763

Note -6. TRADE PAYABLES - For goods 147,480 14,92,95,738 - For Expenses 227,001,671

22,71,49,151 14,92,95,738

NOTE - 7. OTHER CURRENT LIABILITIES Interest accrued and due on loans 15,27,83,74,616 10,54,19,62,080Interest accrued but not due on loans 30,93,60,800 31,11,93,185Current maturities of long-term debt 36,36,36,363 36,36,36,363Advance received from customers - 5,05,17,500From Related Party 2,30,54,499 -From Others 5,05,00,000 -Payables for expenses 5,03,35,17,014 450,88,91,799Other liabilities 73,82,01,444 76,11,67,874

21,79,66,44,736 16,53,73,68,801 NOTE - 8. SHORT-TERM PROVISIONS Provision for employee benefits 71,07,840 63,08,030

Total 71,07,840 63,08,030

77


NO

TE

S TO

CO

NSO

LID

ATE

D F

INA

NC

IAL

STAT

EM

EN

TS

AS

AT 3

1 M

AR

CH

201

5

NO

TE

-9.

FIX

ED

ASS

ET

S (C

onso

lidat

ed)

(Am

ount

s in

Rs.)

GR

OSS

BL

OC

KD

EPR

EC

IAT

ION

AN

D A

MO

RTI

ZATI

ON

NET

BLO

CK

i) Ta

ngib

le A

sset

sLa

nd -

Free

hold

5,87,5

9,123

--

5,87,5

9,123

--

--

-5,8

7,59,1

235,8

7,59,1

23La

nd - L

easeh

old1,8

3,06,8

44-

-1,8

3,06,8

4496

,78,

578

6,10,2

27-

-1,

02,8

8,80

580

,18,

039

86,2

8,26

6Bu

ilding

7,00,6

5,220

--

7,00,6

5,220

1,98

,67,

619

11,4

1,745

--

2,10

,09,

364

4,90

,55,

857

5,01

,97,

602

Wate

r sup

ply in

stalla

tion

5,67,9

68-

-5,6

7,968

3,57

,257

18,90

8-

-3,

76,1

631,

91,8

0421

,07,

012

Elec

tric eq

uipme

nt an

d ins

tallat

ion35

,58,70

8-

-35

,58,70

821

,71,

962

1,91,1

49-

-23

,63,

111

11,9

5,59

713

,86,

746

Intern

al dis

tributi

on lin

e1,8

3,17,6

00-

-1,8

3,17,6

0090

,96,

272

8,70,0

85-

-99

,66,

357

83,5

1,24

492

,21,

329

Tools

and e

quipm

ents

23,18

,856

-23

,18,85

64,

69,5

591,0

5,574

--

5,75

,133

17,4

3,72

318

,49,

297

Comp

uters

73,68

,050

- -

73,68

,050

68,0

9,96

5 1,

41,2

48-

2,79

,979

72,3

1,19

2 1,

36,8

58 5,

58,0

85Of

fice e

quipm

ents

38,4

6,72

9-

- 38

,46,72

9 19

,56,

738

1,56

,092

-4,

15,0

83 25

,27,

913

13,1

8,81

7 18

,89,

992

Mac

hinery

979,

701

--

9,79,7

011,

08,1

691,

44,6

22-

-2,

52,7

917,

26,9

108,

71,5

32Fu

rnitur

e and

fixtur

es68

,84,69

66,

500

-68

,91,19

657

,67,

046

2,25

,865

--

59,9

2,91

18,

98,2

8511

,17,

630

Vehic

les1,7

2,47,3

65-

5,50

,000

1,66,9

7,365

1,43

,33,

494

11,7

7,96

2-

75,7

901,

55,8

7,24

611

,10,

119

29,1

3,87

1SU

B TO

TAL

(i)20

,82,

20,8

606,

500

5,50

,000

20,76

,77,36

07,

06,1

6,65

647

,83,

477

-7,

61,7

0,98

613

,15,

06,3

7413

,76,

04,2

04ii)

Inta

ngib

le A

sset

s-

-Co

mpute

r Soft

ware

7,68,2

99-

-7,6

8,299

7,25

,395

42,9

04-

-7,

68,2

99-

42,9

04Or

acle A

ccou

nting

Softw

are28

,95,

375

--

28,95

,375

19,3

0,25

09,6

5,125

-28

,95,

375

-9,

65,1

25SU

B TO

TAL

(ii)

36,6

3,67

4-

-3,6

63,67

426

,55,

645

10,0

8,029

--

36,6

3,67

4(1

)10

,08,

029

iii) C

apita

l W

ork-

in-p

rogr

ess

Desig

n, en

ginee

ring a

nd co

nsult

ancy

42,63

,34,72

0-

-42

,64,34

,720

--

--

42,64

,34,72

052

,56,

25,2

26Ci

vil w

orks

8,79,9

4,73,9

496,

14,3

3,31

1-

8,86,0

9,07,2

60-

--

-8,8

6,09

,07,

260

8,79

,94,

73,9

49Hy

drome

chan

ical w

orks

2,96,1

9,18,5

053,

18,1

0,43

0-

2,99,3

7,28,9

35-

--

-2,9

9,37

,28,

935

2,96

,19,

18,5

05El

ectro

mech

anica

l work

s3,0

2,38,2

8,462

40,9

50-

3,02,3

8,69,4

12-

- -

-3,

02,3

8,69

,412

3,02

,38,

28,4

62Pla

nt an

d mac

hinery

20,66

,02,73

9-

-20

,66,02

,739

--

--

20,66

,02,73

920

,66,

02,7

39M

ateria

l In T

rans

it0

-0

-[R

efer n

ote 10

.]32

,27,54

,50,57

05,6

0,82,1

4,855

-37

,88,36

,65,42

5-

--

-37

,88,36

,65,42

532

,27,54

,50,57

0SU

B TO

TAL

(iii)

47,69

,37,08

,945

5,70,1

4,99,5

460

53,39

,52,08

,491

0

0

0

053

,39,52

,08,49

147

,79,28

,99,45

3iv

) Int

angi

ble A

sset

s und

er d

evel

opm

ent

Orac

le Acc

ounti

ng So

ftware

--

--

--

--

--

0

SUB

TOTA

L (iv

)0

0 0

00

0-

00

0To

tal

48,00

,47,83

,985

4,87,8

8,21,8

975,5

0,000

52,88

,30,55

,882

7,32

,72,

301

57,9

1,50

67,

98,3

4,66

052

,80,32

,21,22

147

,93,15

,11,68

7Pr

evio

us y

ear

35,48

,46,46

,744

5,63,8

6,60,1

657,0

2,96,6

3541

,05,28

,28,27

06,

56,9

0,32

467

,67,

754

35,5

5,32

7-

6,89

,02,

753

40,98

,39,25

,518

35,41

,48,56

,381

PAR

TIC

ULA

RS

As a

t 1A

pril

2014

Add

ition

sdu

ring

the

Year

Dedu

ction

sdu

ring

the Y

ear

As a

t 31

Mar

ch20

15

As a

t 1A

pril

2014

For t

heYe

arO

nde

duct

ion/

adju

stmen

ts

Up

to 3

1M

arch

2015

As a

t 31

Mar

ch20

15

Add

ition

alDe

prici

ation

As a

t 31

Mar

ch20

14

78




NOTE - 10. PRE OPERATIVE EXPENSES(PENDING ALLOCATION) Opening balance 31,998,607,010 25,68,49,42,789

Add : Incurred during the year

Salary and other benefits 4,40,02,566 4,50,87,524

Legal and professional 53,66,302 15,11,8627

Power and fuel expenses 30,57,072 30,99,528

Motor car expenses ( including fuel expenses ) 15,59,079 23,53,802

Rent 21,61,715 47,13,493

Lease rent 11,43,372 11,51,349

Telephone and mobile charges 6,13,490 9,67,108

Printing and stationery expenses 52,458 2,06,018

Tour and traveling expenses 42,65,213 69,30,651

Advertisement 60,000 2,60,377

Repairs and maintenance expenses 16,06,658 23,80,618

Insurance expenses 1,39,88,505 1,41,09,119

Miscellaneous expenses 12,67,732 34,05,412

Intangible Assests Under Development Written Off - 69,31,030

Audit fees 8,42,700 8,48,133

Courtesy expenses 1,28,097 2,04,604

Director sitting fees - 1,23,596

Rehabilitation and resettlement 44,80,14,042 2,08,70,38,910

Security expenses 67,80,098 79,32,789

Depreciation 45,89,593 46,32,496

Interest 4,99,09,13,586 4,05,41,51,253

Financial expenses including guarantee commission 9,67,95,972 10,86,04,832

Provision for income tax - (39,197,906.0)

Miscellaneous receipt (3,24,12,259) -

Sundry balances written back - (6,73,089.0)Interest and upfront fees capitalised 26,01,27,502 26,01,27,502.0

37,85,35,30,503 32,27,54,50,565

79




NOTE -11. NON CURRENT INVESTMENTS (Long term, at cost) Trade Investments Unquoted IRIS Energy Pvt. Ltd. 6,666 equity shares (P.Y. 6,666) of Rs.10 each fully paid up 2,99,970 2,99,970 2,99,970 2,99,970Trade Investments UnquotedInvestment in Government Securities 9 (P.Y. 9) National Saving Certificates, VIII Issue 65,000 65,000 Investment in equity shares Janakalyan Sahakari Bank Limited 63,500 63,5006,350 equity shares (P.Y. 6,350) of Rs. 10 each fully paid up 1,28,500 1,28,500 Total 4,28,470 4,28,470 NOTE - 12. LONG TERM LOANS AND ADVANCES Capital Advances 16,96,41,220 16,96,41,200Security Deposit Unsecured, Considered Good : 263,099,837 26,42,49,433Advance Tax (Net of Provision for Tax) 46,003,418 52,03,142 Total 47,87,44,474 43,90,93,795

NOTE -13. OTHER NON CURRENT ASSETS (Unsecured, Considered good unless stated otherwise)

Bank deposits with more than 12 months maturity 18,66,951 18,46,413Receivable from holding company against transfer of rights to equity shares 67,69,89,887 67,69,89,887Add : - 4,06,20,786Equity raising and share issue expenses 4,42,17,076 4,42,17,076

Total 72,30,73,914 76,36,74,162 NOTE - 14. TRADE RECEIVABLES

Unsecured, considered goodDue for period exceeding six months*Related Party 6,34,66,001 6,34,66,001Doubtful 1,36,68,103 1,36,68,103Less: Allowance for bad and doubtful debts (1,36,68,103) (1,36,68,103)[*of the above Rs.6,35,66,001 (P.Y.Rs..6,35,66,001) recoverable from HindonRiver Mills Ltd. a party covered under section 370 (1B) of the Companies Act,1956]

6,34,66,001 6,34,66,001

80




NOTE - 15. CASH AND BANK BALANCESNOTE - 15.(A) CASH AND CASH EQUIVALENTS Cash in hand 2,06,980 1,82,583Balance with schedule banks - In current accounts 13,43,183 15,59,949 - In fixed deposits 61,229 58,831Total (A) 16,11,391 18,01,363

NOTE - 15.(B) OTHER BANK BALANCES Bank deposit under lien (maturity more than 3 months but upto 12 months) 34,721 91,141Total (B) 34,721 91,141Total (A+B) 16,46,112 18,92,504

NOTE- 16. SHORT TERM LOANS & ADVANCES (Unsecured, considered good except otherwise stated)

Inter Company Deposits given to related party 67,24,011 85,90,947 67,24,011 85,90,947

Advances recoverable in cash or kind or for value to be receivedFrom others - Considered good (2,25,54,885) -2,26,30,753 - Considered doubtful 8,44,908 8,44,908 Less : Provision Created (8,44,908) (8,44,908)

-2,25,54,885 -2,26,30,753Advances to related parties 95,57,15,217 87,64,11,030Staff & Other Advances 2,92,58,876 2,80,97,438Entry Tax Under Protest 4,25,11,259 4,25,09,389

102,74,85,352 94,70,17,857101,16,54,478 93,29,78,051

NOTE - 17 OTHER CURRENT ASSETS Interest accrued on investments 5,82,841 4,14,446

Total 5,82,841 4,14,446

NOTE - 18 OTHER INCOME Interest income on ICD's 10,24,140 7,34,232

Interest income on bank fixed deposits 2,14,928 4,22,979

Credit balances written back - 27,788

Miscellaneous receipts 38,000 25,679

12,77,068 12,10,678

81


Particulars Year ended Year ended31 March 2015 31 March 2014

NOTE - 19. EMPLOYMENT BENEFIT EXPENSES Salaries, wages, and bonus 10,19,317 27,93,939Gratuity 16,630 66,635Staff welfare expenses 79,204 17,709

Total 11,15,151 28,78,283

NOTE - 20. FINANCE COST Interest on secured loans - 21,80,19,430Interest unsecured loans 20,99,999 20,99,999Interest on others 1,12,668 32,517

Total 22,12,667 22,01,51,946

NOTE - 21. DEPERECIATION AND AMORTISATION Depreciation 2,36,788 334826Amortisation of Assets 9,65,125 9,84,482

Total 12,01,913 13,19,308

NOTE - 22. OTHER EXPENSES Legal and professional charges 454,644 44,74,672Rent 205,275 19,64,973Tour and travelling expenses 698,161 3,72,473Business promotion expenses - 23,976Advertisement 110,406 76,490Motor car expenses 15,006 2,87,469Auditors remuneration 1,004,268 11,53,432Printing and stationery expenses 464,452 2,03,436Hotel boarding and lodging 119,948 6,44,229Electricity expenses 26,102 4,25,318Profession Tax 5,000 5,000Listing fees and share transfer fees 1,054,587 7,86,551Roc filing fees 41,410 27,182Conveyance charges 61,394 1,23,767Telephone and mobile charges 8,369 45,337Office expenses 147,865 2,08,463Postage and courier charges 366,628 3,68,731Directors sitting fees 102,546 1,57,170Commission 303,372 -Repairs and Maintenance expenses 3,950 17,499Provision for doubtful - 54,03,334Loss on Share of OFCD 1,500,000Bank Charges 48,414 35,870Liquidated Damages - 28,000Sundry balances provided for 6,696 37,703Other General expenses 266,294 92,326

70,14,786 1,69,63,400


82


NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTSSIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

I. SIGNIFICANT ACCOUNTING POLICIES

1. Background information

Entegra Limited (“Entegra” or the “Company”) was incorporated in 1995 as a private limited company. In 2000, the Companywas converted into a public limited company. The Company is listed on Bombay Stock Exchange Limited and NationalStock Exchange of India Limited. Entegra Limited and its subsidiaries (‘the Group’) are engaged in the development ofrenewable energy projects. The Group has various ongoing energy projects which include construction of a 400 MWhydroelectric power project and 10 MW Concentrated Solar Thermal Power Project (CSP).

2. Basis of presentation

The financial statements have been prepared on accrual basis, except wherever otherwise stated, under the historical costconvention, in accordance with the accounting principles generally accepted in India and comply with the AccountingStandards referred to in the Companies (Accounting Standards) Rules 2006 issued by the Central Government, in exerciseof the powers conferred under sub-section (1)(a) of Section 642 and the relevant provisions of the Companies Act, 2013.

3. Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires managementto make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingentliabilities on the date of the financial statements. Management believes that the estimates made in the preparation of financialstatements are prudent and reasonable. Actual future period’s results could differ from those estimates. Any revisions toaccounting estimates are recognized in the period in which such revisions are made.

4. Principles of consolidation

The consolidated financial statements include the financial statements of the Parent Company and its subsidiaries, collectivelyreferred to as “the Group”The consolidated financial statements have been combined on a line-by-line basis by adding the book values of like items ofassets, liabilities, income and expenses after eliminating intra-group balances/transactions and unrealized profits in full asper Accounting Standard (AS) 21 “Consolidated Financial Statements” notified in the Companies (Accounting Standard)Rules, 2006. The amounts shown in respect of reserves comprise the amount of the relevant reserves as per the balance sheetof the Parent Company and its share in the post-acquisition increase/ decrease in the reserves of the consolidated entities.The Parent Company's portion of net worth in such entities is determined on the basis of book values of assets and liabilitiesas per the financial statements of the entities as on the date of investment and if not available, the financial statements for theimmediately preceding period adjusted for the effects of significant changes.Entities acquired during the year have been consolidated from the respective dates of their acquisition.

All of the above entities follow uniform accounting policies, except for SMHPCL, which follows the written down valuemethod of depreciation for certain assets, however, the impact is not considered to be material.

Name of the Company Country of incorporation Proportion of OwnershipInterest

Ennertech Biofuels Limited India 100.00%Shree Maheshwar Hydel Power Corporation Limited(SMHPCL) India 58.43%Rajasthan Solar Power Company Private Limited India 100.00%

83


5. Significant accounting policies

5.1. Revenue recognition

i. Revenues from sales of goods are recognized on shipment or dispatch to customers and are recorded exclusive ofValue Added Taxes but are net of any sales returns.

ii. Revenues from services rendered are recognized on completion of the service and are recorded exclusive of Service Tax.

iii. Interest income on deposits with banks and investments is recognized on a time proportion basis.

iv. Dividend incomes on investments are accounted for when the right to receive the payment is established.

5.2. Purchases

Purchases are shown exclusive of Value Added Tax.

5.3. Fixed assets and Capital work in progress depreciation

Fixed assets are stated at cost of acquisition/construction including any cost attributable to bringing the assets to theirworking condition, less accumulated depreciation and impairment loss, if any.

Fixed assets having value lower than Rs. 5,000 are depreciated fully in the year of acquisition/installation.

In case of SMHPCL depreciation on fixed assets is charged to ‘Pre operative expenses (pending allocation)’.

In case of SMHPCL, Capital Works in Progress are stated at cost to date relating to items or project in progress, incurredduring construction.

Premium paid for leasehold land is amortized over a period of the Lease Term

5.4 Depreciation

Fixed assets are stated at cost of acquisition/construction including any cost attributable to bringing the assets to theirworking condition, less accumulated depreciation and impairment loss, if any. Intangible assets are recorded at the considerationpaid for acquisition of such assets and are carried at cost less accumulated amortization and impairment.Depreciation on fixed assets is provided on straight line method at the rates and in the manner prescribed in Schedule II ofthe Companies Act, 2013 and on pro-rata basis with reference to the month of additions / deductions. Fixed assets havingvalue lower than Rs.5,000 are depreciated fully in the year of acquisition / installation. Intangible assets are amortized overthe irrespective individual estimated useful lives on a straight-line basis, commencing from the date the asset is available tothe Company for its use.

5.5 Expenditure during construction period

Expenditure during construction period reflects an element of capital work in progress and includes directly attributablecosts that relate to the project and general and administration overheads as are specifically attributable to the construction ofthe project. Such expenditure is included under ‘Pre operative expenses (pending allocation) and will be capitalized underrelevant fixed asset accounts upon commencement of commercial generation of power.

5.6 Inventories

Inventories of components used for renewable energy projects have been valued at lower of cost or net realizable value.Civil construction materials are carried at cost.

5.7 Investments

Long term investments are stated at cost and provision is made to recognize any decline, other than temporary, in the valueof such investments.

5.8 Foreign currency transactions

Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transactions.Gains or losses resulting from the settlement of such transactions and from translation of monetary assets and liabilities are

84


denominated in foreign currency are recognized in the statement of Profit and Loss except in case of SMHPCL where suchgains or losses are charged to ‘Pre operative expenses (pending allocation)’.In case of SMHPCL Foreign currency designated assets, liabilities and capital commitments as at balance sheet date arerestated at the year-end rates.

5.9 Employee benefits

Provident fundContribution to Provident Fund by SMHPCL, is charged to Pre-operative Expenditure Account

GratuityEmployees in India are entitled to benefits under the Payment of Gratuity Act, 1972, a defined benefit retirement plan coveringeligible employees of the Company. The Plan provides a lump-sum payment to eligible employees at retirement or on terminationof employment. The gratuity benefit conferred by the Group on its employees is equal to or greater than the statutory minimum.

The Group provides for liability towards gratuity plan on the basis of actuarial valuation. The entire amount of gratuity is unfunded.

Compensated absencesThe liability towards compensated absences (leave encashment) is determined on an actuarial basis for the entire un-availedvacation balance standing to the credit of each employee as at period-end.

5.10 Borrowing costs

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the costof such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use orsale. Eligible Borrowing costs in respect of SMHPCL is included in ‘Pre-operative Expenditure (Pending allocation)’

5.11 Impairment of assets

The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based oninternal/external factors. An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. Animpairment loss if any is charged to the statement of Profit and Loss in the year in which an asset is identified as impaired.Reversal of impairment losses recognized in prior years is recorded when there is an indication that the impairment lossesrecognized for the assets no longer exist or have decreases.

After impairment depreciation is provided on the revised carrying amount of the asset over its remaining useful life. However,the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usualdepreciation if there was no impairment.

5.12. Provisions and contingent liabilities

The Group creates a provision when there is present obligation as a result of a past event and it is probable that an outflowof resources embodying economic benefits will be required, and a reliable estimate can be made of the amount required tosettle the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligationthat may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligationin respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

5.13. Income taxes

Income tax expense comprises current income tax and deferred tax.

Current taxesProvision for current income-tax is recognized in accordance with the provisions of Indian Income Tax Act, 1961, and ismade annually based on the tax liability after taking credit for tax allowances and exemptions.

Deferred taxesDeferred tax assets and liabilities are recognized for the future tax consequences attributable to timing differences that resultbetween the profits offered for income taxes and the profits as per the financial statements. Deferred tax assets and liabilities

85


measured using the tax rates and the tax laws that have been enacted or substantively enacted at the balance sheet date. Theeffect of a change in tax rates on deferred tax assets and liabilities is recognized in the year that includes the enactment date.Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in the future,however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognizedonly if there is virtual certainty, supported by convincing evidence of recognition of such assets. Deferred tax assets arereassessed for the appropriateness of their respective carrying values at each balance sheet date.

5.14. LeasesFor operating leases, lease payments (excluding costs for services such as insurance and maintenance) are recognised as anexpense in the statement of profit and loss on a straight line basis unless another systematic basis is more representative ofthe time pattern of the user’s benefit, except where the rental is for pre operative activities in which case it is charged to ‘Preoperative expenses (pending allocation)’. In case of SMHPCL all lease rentals are charged to ‘Pre operative expenses(pending allocation)’

II. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

23. Contingent liability and capital commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of Advances) Rs7,056,400,000 (Previous Year Rs 4,339,900,000.

Valuation of assets transferred to SMHPCL by MPSEB

The 400 MW hydroelectric power project under implementation including land, residential / commercial quarters etc. takenover from Madhya Pradesh State Electricity Board (MPSEB) on March 31, 1996 has been provisionally accounted for at thevalues determined by SMHPCL on the basis of information available from MPSEB, to fixed assets, capital work in progressand pre-operative expenditure at Rs 6,96,80,000, Rs.5,33,25,000 and Rs. 5,51,28,000 respectively. However, there was ademand from MPSEB in the year 2005 for Rs.130,93,65,000. SMHPCL had up to the financial year 2008-09, shown thedifferential amount of Rs. 113,12,32,000 as contingent liability

Government of Madhya Pradesh appointed independent valuer M/s Anil Dhope & Associates, who submitted a preliminaryreport on valuation of assets transferred to SMHPCL by MPSEB arriving at a value of assets taken over from MPSEB at Rs42,74,58,000. SMHPCL had, on September 23, 2010 pointed out certain discrepancies in this report which when correctedwill revise the valuation to Rs. 21,17,91,000. The subject is being followed up with the Government for clearance and finalacceptance. However, the value as determined by the valuer in his report, net of liability of Rs.17,81,33,000 already accountedfor, is shown as contingent liability. On reaching final agreement, SMHPCL will issue equity shares to MPSEB as considerationas per the terms of the financial realignment plan of 2005.

24. Optionally Fully Convertible Debentures

In 2007, SMHPCL raised Optionally Fully Convertible Debentures (OFCD) amounting to Rs 2,175,000,000 @ 9.75% p.a.and Rs 1,825,000,000 @ 10.75% p.a. The Debentures are Redeemable at par in 22 equal Half Yearly Instalments commencingfrom 4 years and 6 months from Deemed Date of Allotment. i.e. 23rd March, 2007 and 14th August, 2007 respectively. TheDebentures are Secured by the Unconditional and Irrevocable Guarantee of Power Finance Corporation Ltd. Pendingfinalisation of the New Date for Commissioning of the project as against earlier date of Commercial Operation Date consideredto be December 2010,Interest due to Debenture Holders for four years from date of issue were kept with Fixed Deposits with

Particulars As at 31 March 2015 As at 31 March 2014a) Claims not acknowledged as debts 24,93,25,000 24,93,25,000b) Claims in respect of demands raised, which are under appeal:Entry Tax 4,81,71,960 4,81,71,960c) Corporate guarantees given to the Banks/Financial Institutionsagainst credit facilities 19,33,00,00,000 19,33,00,00,000d) Bank guarantees 17,10,000 17,10,000

86


Banks as per the Terms of Issue. The Deposits got depleted in October 2011. Now the interest dues are being paid apart fromRedemption of Instalments out of the Loans disbursed by PFC as the Guarantor of OFCDs. PFC has, in turn, started recoveringthe loans so extended from the Collection Account of designated Bank Accounts of MPPMCL. The amount of Instalmentsredeemed by PFC along with the Interest Servicing done on behalf of the Company as Guarantor, have been removed fromthe Liability to Debenture-holders and are shown as liability to Power Finance Corporation under short term borrowings.

SMHPCL will earn revenue only after the commissioning of the project. Hence the amount required to be transferred todebenture redemption reserve as per Sec.117 C of the Companies Act 1956 will be made out of the profits thereafter.

25. Basis of Consolidation

The audited standalone accounts of Entegra Ltd have been consolidated with the audited accounts of Ennertech Biofuels,Rajasthan Solar Ltd and the Unaudited accounts of Shree Maheshwar Hydel Power Corporation Limited. The unauditedaccounts of SMHPCL have been duly approved by the Board of Directors of the Subsidiary Company

26. Pre-operative expenses (pending allocation)

In the case of the SMHPCL no statement of Profit and Loss has been prepared since the company is in the process ofimplementation of the project. The Company has instead, prepared the ‘Statement of Pre-operative Expenditure duringConstruction Period (Pending allocation)’. The Pre-operative Expenditure incurred during the construction period will beapportioned to relevant fixed assets account upon commencement of commercial generation of power, in accordance withthe generally accepted accounting principles.

27. Costs capitalised to fixed assets under construction/capital work in progress relating to the Hydel power project

SMHPCL has a policy of handing over construction materials to the civil contractors on receipt of the same at site in the caseof cement and at collection points outside the site in the case of steel. The same has been consistently charged to respectivecapital assets under construction/work in progress, on acceptance by the contractors and relied upon by the auditors being atechnical matter. However, the actual consumption of the construction material will be ascertained upon the completion ofthe construction work and adjustments, if any, will be effected in the year of completion.

a. Lien on fixed deposits

The following fixed deposits are under lien with the parties as listed below, pending completion of service projects undertakenby Entegra Limited;

b. Demand from Assistant Provident Fund Commissioner

In the case of SMHPCL, Assistant Provident Commissioner, Indore raised demand amounting to Rs. 1,458,385 inJune’05 covering the period up to February 2005 in respect of site staff and workers not covered under the scheme. TheCompany duly provided for the demand and also paid the amount in instalments under protest. The Company appealedagainst the demand and the matter is before the Delhi High Court. The Company provided for employers’ and employeesliability amounting to Rs. 1,028,142 in respect of these employees for period from March 2005 to February 2007. In theabsence of any demand/ assessment and the matter being subjudice, no payments thereof has been made to the Authorities.The Company decided to extend benefits of the Scheme to eligible employees fully from March 2007 and both theemployees and employers’ contributions are being deposited with the Authorities since then.

c. Note on Appropriateness of Going Concern Assumptions- SMHPCLThe Company is constructing the 10X40 MW Hydel Power Plant on the River Narmada. Civil Work was completed tothe extent of 99% in 2010 along with completion of Power House and installation of all the 27 Radial Gates. Three of theTurbines were made ready in November 2010. The Company has invested Rs 3137 Crs into the Project till date. It isestimated that further funds to the extent of Rs 1500 Crs is to be required to complete the Project. At the initiative of theGovernment of Madhya Pradesh a High Level Committee was appointed to give their recommendations to State andCentral Government after discussions between the Committee Members and other Stakeholders for early resumption of

Name of the parties As at 31 March 2015 As at 31 March 2014

M.P.Urja Vikas Nigam Limited(RGPV) 17,10,000 17,10,000Total 17,10,000 17,38,000

87


Project Work. The Committee submitted its report on 2nd May 2015. The Committee in its report has given two scenarios forrestarting the Maheshwar Project. Under the first scenario the existing promoter has been given 90 days to bring inadditional equity of Rs 600 Crs and debt of Rs 1100 Crs at soft interest rates to ensure that Tariff does not exceed Rs5.32in any of the years. In the event the promoter fails to bring in the funds within the stipulated period of 90 days, the secondscenario automatically starts wherein a government company takes over the project company with the private developerbeing kept as a minority shareholder. In view of above positive developments the management is of the opinion that theCompany is a Going Concern. The accounts have accordingly been drawn on going - concern basis.

d. Proposal to restart the construction activities with revised means of financing to Fund the revised project cost, is underresolution between the Company, the State Government, Lenders and the Turbine Supplier. The revised COD is targetedat March 2018. Based on the above facts the Company has classified the entire Term Loan and Zero Coupon Bond asLong Term Borrowings. Consequently the amount payable by March 2015 amounting to Rs 6,183,302,897 as per theterms of payment have been classified as long term borrowings instead of current liabilities and penal charges on defaultin repayment of principal as per the terms of payment has not been accounted for. Balances from lenders are subject toconfirmation, reconciliation and consequential adjustments, if any.

e. In case of SMHPCL while confirming the Loan Balance as on March 31, 2013 PFC has stated that the interest date onthe old disbursements of Rs. 54,63,00,000 is subject to revision w e f 5th January 2011. In the absence of reliableestimate of interest obligation consequent up on such revision, no demand has been raised and hence no provision ismade in the books of account by the Company.

f. Loans and advances in nature of loan to companies in which directors are interested

Sundry debtors, loans and advances and current liabilities include the following due from / payable to parent companies/bodies corporate under the same group in which the directors of the Company are interested as members/directors:

Maximum amount outstanding during the year is as follows:

28. Amounts due to suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006

The Company has not received any intimation from the suppliers regarding status under the Micro, Small and MediumEnterprises Development Act, 2006 (the Act) and hence the related disclosure regarding

a) Amount due and outstanding to suppliers as at the end of the accounting year;

b) Interest paid during the year;

c) Interest payable at the end of the accounting year; and

d) Interest accrued and unpaid at the end of the accounting year,

has not been provided. The same has been relied upon by the auditors.

29. Financial Realignment Plan of SMHPCL

The Financial Realignment Plan (FRP) submitted by SMHPCL was individually approved by concerned lenders as under:

(i) Interest and all charges up to September/October 2001 i.e. Pre Stalled Period was paid to all lenders aggregating to Rs.33,19,98,760

(ii) The Interest Liability for the Stalled Period i.e 1st October 2001 to 31st October 2005 inclusive of Compound Interesthas been converted into Zero Coupon Bonds (ZCB) repayable over 20 years in equal Quarterly Instalments commencingafter a moratorium of 12 months from the Commercial Operation Date. Zero Coupon Bonds have been issued to theextent of Rs 3,426,698,092

Name of entity Description As at 31 March 2015 As at 31 March 2014MW Unitexx Ltd. Short term Loans and advances 67,24,011 85,90,947

Name of entity Description As at 31 March 2015 As at 31 March 2014MW Unitexx Ltd. Short term Loans and advances 88,29,062 85,90,947

88


(iii) SMHPCL has made provision in accounts to cover all interest dues including Compound Interest and Liquidated Damagesfor all lenders up to 31 March 2015

(iv) The term loan principal amount for term loans taken by SMHPCL is repayable over 15 years commencing after amoratorium of 18 months from the commercial operations date.

For SMHPCL, in the year 2001, due to withdrawal of the then financial associate, there was a break up in the financialclosure leading to stoppage of disbursements to the Company by the lenders which in turn led to the total stoppage of allconstruction activities. Due to financial realignment measures undertaken by the Company, project work at site recommencedfrom November 2005 and project financial closure was declared in September 2006. All expenditure incurred includinginterest of Rs.2,96,13,00,000 during the stalled period i.e. October/November 2001 to October 2005 are in the nature ofPreoperative expenditure and the Company has considered them for capitalization on commissioning of the Project

30. Earnings per share (EPS) is calculated as under:

Compulsorily convertible preference shares have been considered for computing Diluted Earnings/ (loss) per share. Suchshares are anti dilutive both in the current and previous year. +

31. Current and deferred taxesa) No provision for Current tax for the year was considered in view of the losses incurred by Entegra Limited during the

current financial year.b) No provision for deferred taxation has been considered in books of SMHPCL, since no commercial activities are carried

out by the company during the period and considering the prudent accounting policy and in absence of virtual certainty.c) Deferred tax calculation is as follows:

d) Tax rate considered for the above purposes is 32.445% (PY - 33.22%).e) The net deferred tax assets have not been recognized in the financial statements of the Company in accordance with AS

22 Accounting for taxes on income.f) Considering the prudence aspect, no deferred tax asset has been recognized in the accounts on brought forward business

losses and other assets as per the Income Tax Act, 1961.32. Deposit Given

The Company has given deposit given to one of the party which is shown under the head Long term loans and advancesamounting to Rs 20,00,00,000. The said deposit is given for occupying rent free area in the proposed newly constructed


Net profit/(loss) as per statement of Profit and loss (1,02,67,449) (24,01,02,258)Weighted average number of Equity Shares during the year – Basic 31,71,53,009 31,71,53,009Weighted average number of Equity Shares during the year – Diluted 31,71,53,009 31,71,53,009Nominal value of shares (in Rs.) 10.00 10.00Earnings/ (loss) per share (EPS) Basic (in Rs.) (0.03) (0.76)Earnings/ (loss) per share (EPS) Diluted (in Rs.) (0.03) (0.76)

Description As at 31 March 2015 As at 31 March 2014

Opening balance in deferred tax liability/(asset) (1,62,00,336) (1,09,90,207)Add /(less):Deferred tax liability/(asset) on account of fixed assets (2,68,050) 171,993Deferred tax liability/(asset) on account of Leave Encashment (1,01,072) (1,01,072)Deferred tax liability/(asset) on account of Provision for (50,81,680) (50,81,680)doubtful advancesDeferred tax liability/(asset) on account of Gratuity (2,04,764) (1,99,369)Closing deferred tax liability/(asset) (2,18,55,902) (1,62,00,336)

89


building. However the said project is still on hold by the developer but the management is hopeful of its performance in nearfuture.

33. In case of One of the Company’s Subsidiary Company- Rajasthan Solar Power Private Limited The Company during theyear under review has given advance to supplier amounting to Rs 357,500,000 the same has been given for procurement ofmaterial as per the business plan of the company but the documentation of the same is pending regularisation.

34. In case of one of the Company’s Subsidiary Company - Ennertech Biofuels Limited it had during the year under review hasgiven interest free unsecured loan amounting to Rs 41,00,00,000 to related party as the same are group concern.

35. Related party disclosures

(A) List of related parties

(B) Related party transactions and balances

Ultimate parent company MW Corp Private LimitedParent company MW Infra Developers LimitedFellow subsidiaries S. Kumars Limited

MW Unitexx LimitedDasna Developers Private LimitedHindon River Mills Limited

Enterprises where key management personnel Raj Infin Private Limitedhave significant influence or control Girija Holding Private LimitedKey Management Personnel Mukul S. Kasliwal – Chairman

Warij A. Kasliwal – Vice Chairman

Nature of transaction Ultimate/Parent FellowHolding Companies Subsidiaries

Loan Taken 1,95,00,000(6,25,25,000)

Loan Given 8,70,00,000(2580755)

Advances Repaid 1,63,44,388(6,122,290)

Interest Income (19,004,300)Sharing of Expenses (24,04,369)Income from Inter-company deposits & Others 10,24,140

(7,34,231)Guarantee Fees paidAdvances given 67,46,808

(8,610,981)Advances receivedLiabilities settled 16,59,100

( - )Liabilities incurred -

(385,006)Advance from CustomerClosing balance (Dr.) 241,360,173 1,079,702,696

(849,765,449) (72,056,948)Closing balance (Cr.) 1,484,413,646 21,069,774

(715,244,375) -

90


Notes:i. Related party relationships have been identified by the management and relied upon by the auditors.ii. Figures in brackets represent those of the previous year.a. Segment reportingThe Company is engaged in the business of development of integrated global renewable energy projects and all operationscomprise part of a single business segment namely ‘Renewable Energy Services’. Therefore no separate segment informationhas been presented as per AS 17 ‘Segment Information’, notified by the Central Government under Companies (AccountingStandards) Rules, 2006b. Operating leasesTotal lease rentals paid during the period April 2014 to March 2015 Rs 21,61,715 (Previous Year Rs 47,13,493) in respect ofthe above leases mentioned. The above disclosure is in respect of offices, Guest houses taken on an operating lease for aperiod of 3-5 years and lease rentals in respect of which are charged to the statement of preoperative expenditure

The Total of future minimum lease payments payable under non-cancellable operating lease for each of the followingperiods:

c. In SMHPCL, expenses relating to rehabilitation and resettlement are accounted in books of accounts based on theStatement of Accounts received and Certified by Office of the Superintending Engineer (Civil) MHEP, MPSEB Mandleshwar.d. In SMHPCL Borrowing Cost as per AS-16 amounting to Rs 4,974,197,533 (Previous Year – Rs 4,146,040,032 has beendebited to preoperative expenditure during construction period (Pending allocation )e. SMHPCL has amortised premium paid on leasehold project land over the period of the lease term. Accordingly anamount of Rs.602,495 (Previous Year – Rs.6,02,495) has been charged to statement of preoperative expendituref. SMHCPL has not made provision for Income Tax for the current financial as the interest earned on deposit of surplusfunds with various entities for the period prior to commencement of business is not chargeable as income from other sourcesas there is a direct nexus between the borrowed funds and the deposited funds, and that payments and receipts of interest willgo to the same account to compute the net amount which will ultimately be capitalized.g. Recoverability of current assets, loans and advancesIn the opinion of the Board, the current assets and loans and advances have a value on realization in the ordinary course ofbusiness at least equal to the amount at which they are stated and provision for all known and determined liabilities (exceptwherever otherwise stated) are adequate and not in excess of the amount reasonably necessary. Keeping in view the fact thatthe investments are of the long-term nature, no diminution in the book value of the said investments is considered during theyear.h. Previous year’s figures have been regrouped/ rearranged/ reclassified wherever necessary to conform to current year’sclassification under Revised Schedule VI.

For and on behalf of the BoardSd/- Sd/-Mukul S.Kasliwal Warij A. KasliwalChairman Vice-Chairman(Din No - 00058577) (Din No - 00012576)

Sd/- Sd/-C R Bhagwat Sanjay Gopalan

Place: Mumbai Company Secretary Chief FinancialDate: 14th November 2015 Officer

Period Year ended Year ended31 March 2015 31 March 2014

Not Later than one year Nil NilLater than one year and not later than five years Nil NilNot later than five years Nil Nil

91

20th Annual Report 2014 - 2015Sr

. No.

Name

ofRe

porti

ngCa

pita

lRe

serv

eTo

tal A

ssets

Tota

l Liab

ilitie

sIn

vestm

ents

Turn

over

/Pr

ofit

prov

ision

Prof

itpr

opos

edco

untry

Subs

uidi

ary

Curr

ency

tota

lbe

fore

for

after

divid

end

Com

pany

inco

me

taxa

tion

taxa

tion

taxa

tion

1En

nerte

ch B

iofue

ls Li

mited

100.0

0 -6

9.27

7,71

2.00

7,71

2.00

- -

-0.68

- -0

.68 -

India

2Ra

jastha

n Sola

r Pow

er 1.

00 -1

.56 3,

575.0

0 3,

575.0

0 -

- -0

.27 -

-0.27

-In

dia

3Sh

ree M

ahes

hwar

Hyde

l 49

,927.9

0 -

535,0

29.74

535,0

29.74

- -

- -

- -

India

Powe

r Cor

p. Lt

d.

Fina

ncia

l Inf

orm

atio

n of

Sub

sidia

ry C

ompa

ny

(IN

R in

Lak

hs)

NOTES...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................

...........................................................................................................................................................................................


ENTEGRA LIMITEDRegd. Office: 606, 6th Floor, Raheja Chambers , Free Press Journal Marg, Nariman Point, Mumbai – 400 021

Tel:+91 22 66044242; Fax:+91 22 66550320; E-mail: [email protected], CIN : L31101MH1995PLC085471

ATTENDENCE SLIP

(For physical holding)

Registered Folio No ------------------------------------------------------------------------------------------------------------------------

No. of shares held ---------------------------------------------------------------------------------------------------------------------------

(For demat holding)

Registered Folio No ------------------------------------------------------------------------------------------------------------------------

No. of shares held ---------------------------------------------------------------------------------------------------------------------------

I certify that I am a Member / Proxy for the Member of the Company.

I hereby record my presence at the 20th Annual General Meeting of the Company held on Monday, December 28, 2015 at11.00 a.m. at Sunville Hall, Orchid Room, 2nd Floor, 9, Dr. Annie Besant Road, Worli, Mumbai – 400 018.

---------------------------------------------------------------- ------------------------------------------------------

Members’ / Proxy’s Name in Block Letters: Signature of Shareholder/ Proxy:

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall




PROXY FORMPursuant to section 105 (6) of the Companies Act, 2013 and rule 19 (3) of the Companies (Management and Administration)

Rules, 2014.Name of the Member(s)Registered Address:e-mail id:Folio No. / Client Id: DP Id

I/ We, being the member(s) of ____________shares of Entegra Limited, hereby appointName : ________________________________________________________________________________________________Address : ______________________________________________________________________________________________e-mail id _______________________________________ Signature : ______________________________________________

Or falling him / herName :________________________________________________________________________________________________Address : ______________________________________________________________________________________________e-mail id _______________________________________ Signature : _____________________________________________

Or falling him / herName :________________________________________________________________________________________________Address : ______________________________________________________________________________________________e-mail id _______________________________________ Signature : _____________________________________________as my/our proxy to attend and vote (on a poll) for me/our and on my / our behalf at the Twentieth Annual General Meeting of the Company to beheld on Monday, December 28, 2015 at 11.00 a.m. at Sunville Hall, “Orchid Room’, 2nd Floor, 9, Dr. Annie Besant Road, Worli, Mumbai – 400018 or at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution Number Resolution VoteFor Against Abstain

Ordinary business1 Adoption of Accounts, Report of the Auditors and

Directors thereon2 Appointment of a director in place of Mr. Warij A. Kasliwal (DIN: 00012576), who

retires by rotation and being eligible, seeks reappointment3 Appointment of a director in place of Mr. Alok Sinha (DIN: 02874681), who retires

by rotation and being eligible, offers himself for re-appointment.4 Ratification of appointment of Statutory AuditorsSpecial business5 Appointment of Women Director6 Revision in mortgaging of properties of the Company under Section 180(1)(a) of the

Companies Act, 2013.7 Revising borrowing limit of the Company under Section 180(1)(c) of the Companies

Act, 20138 To adopt new Articles of Association of the Company

Signed this _____________ day of ____________ 2015

_____________________________ _____________________________Signature of Shareholder Signature of Proxy holder (s)

Notes:• This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48

hours before the commencement of the meeting• A proxy need not be a member of the Company• This is only optional. Please put a ’X’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or

‘Against’ column blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/ she thinks appropriate.• Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.• In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

AffixRevenueStamp of

Re.1/-






BALLOT FORM(in lieu of e-voting)

Name of the Member(s) : ------------------------------------------------------------------------------------------------------------------

Registered Address : -----------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------------------------

Folio No. Clint ID : ------------------------------------------------------------------------------------------------------------------------

DP ID : --------------------------------------------------------------------------------------------------------------------------------------

No. of Shares held : -------------------------------------------

I / We, being the member(s) of _____________ shares of the above named company, exercise my/ our vote in respect of theResolution(s) to be passed for the business stated in the Notice convening the Annual General Meeting of the Company to be heldon December 28, 2015 by conveying my/ our assent or dissent to the said Resolution(s) by placing the tick ( ) mark in theappropriate box below:

Resolution Number Resolution Vote

For Against AbstainOrdinary business

1 Adoption of Accounts, Report of the Auditors and Directors thereon

2 Appointment of a director in place of Mr. Warij A. Kasliwal (DIN:00012576 who retires by rotation and being eligible, seeksreappointment

3 Appointment of a director in place of Mr. Alok Sinha (DIN: 02874681),who retires by rotation and being eligible, offers himself for re-appointment.

4. Ratification of appointment of Statutory Auditors

Special business

5 Appointment of Women Director

6 Revision in mortgaging of properties of the Company under Section180(1)(a) of the Companies Act, 2013.

7 Revising borrowing limit of the Company under Section 180(1)(c) ofthe Companies Act, 2013

8 To adopt new Articles of Association of the Company

Signature of the member

Place:

Date:


INSTRUCTIONS

1. Members may fill up the Ballot Form and send it to ___________________________________________________________________________________________________________________________________________________

________ so as to reach by 5.00 pm on December 27, 2015.

Ballot Form received thereafter will strictly be treated as if not received.

2. The Company will not be responsible if the Ballot Form is lost in transit.

3. Unsigned, incomplete or incorrectly ticked forms are liable to be rejected and the decision of the Scrutinizer on the validityof the forms will be final.

4. In the event member casts his votes through both the processes, i.e. E-voting and Ballot Form, the votes in the electronicsystem would be considered and the Ballot Form would be ignored.

5. The right of voting by Ballot Form shall not be exercised by a proxy.

6. To avoid fraudulent transactions, the identity/signature of the members holding shares in electronic/demat form is verifiedwith the specimen signatures furnished by NSDL/CDSL and that of members holding shares in physical form is verifiedas per the records of the share transfer agent of the Company. Members are requested to keep the same updated.

7. There will be only one Ballot Form for every Folio/DP ID/Client ID irrespective of the number of joint members.

8. In case of joint holders, the Ballot Form should be signed by the first named shareholder and in his/her absence by the nextnamed shareholders. Ballot Form signed by a joint holder shall be treated valid if signed as per records available with theCompany and the Company shall not entertain any objection on such Ballot Form signed by other joint holders.

9. Where the Ballot Form has been signed by an authorized representative of the body Corporate/Trust/Society, etc. acertified copy of the relevant authorization/Board resolution to vote should accompany the Ballot Form.

10. Instructions for E-voting procedure are available in the Notice of the Annual General Meeting and are also placed on thewebsite of the Company, www.entegra.co.in.


if undelivered, please return to:

ENTEGRA LIMITED606, 6th Floor, Raheja Chambers,Free Press Journal Marg, Nariman Point,Mumbai - 400 021.