The Directors have pleasure in presenting the Nineteenth Annual Report
On the Business and Operations of the Company together with the Audited
Accounts for the year ended March 31, 2012.
Year Ended March 31 Year Ended March 31
2012 2011 2012 2011
And other income 10,28,657.33 8,04,411.55 8,66,924.77 5,91,514.71
Taxation 34,838.31 1,04,058.43 10,626.40 42,031.59
Taxation 22,462.24 38,495.90 (940.84) 14,200.00
After Taxation 12,376.07 65,562.53 11,567.24 27,831.59
Period items 360.34 110.67
Add: Share of
Associates (6,021.81) 261.16
Associate Companies 3,768.96 4,073.48
Less: Share of
Minority Interest 13,428.43 17,032.65
Net Profit/ (Loss)
And Share of Profit/
(Loss) of Associates
Carried to Balance
Sheet) (11,203.47) 44,606.89 11,567.24 27,831.59
Forward 1,61,417.24 1,19,810.35 1,35,007.92 1,07,176.33
For Appropriation 1,50,213.77 1,64,417.24 1,46,575.16 1,35,007.92
Reserve 1,677.32 0.00
General Reserve 2,803.75 3,000.00
Premium paid on
Buy back of shares
By a subsidiary 179.28 0.00
Distribution Tax 1.86 0.00
Balance Carried to
Balance Sheet 1,45,551.56 1,61,417.24 1,46,575.16 1,35,007.92
As a measure of prudence and with a view to conserve resources for
Funding the business plans of the Company, no dividend on the Equity
Shares for the year ended March 31, 2012 was recommended.
On a Consolidated basis your Company has reported Gross Revenues of Rs.
10,28,657.33 Lakhs as against Rs. 8,04,411.55 Lakhs of Revenues
Registered in the Previous Year. Total Expenditure for the Year was Rs.
10,05,462.19 Lakhs as against Rs. 7,00,353.12 Lakhs in the Previous Year.
The Earnings Before Interest, Tax, Depreciation and Amortisation
(EBITDA) amounted to Rs. 1,84,859.78 Lakhs while the same was Rs.
2,15,198.62 Lakhs for the Previous Year i.e. A decrease of 14%. The
Profit Before Taxation stood at Rs. 34,838.31 Lakhs, a decrease of 66% as
Compared to Rs. 1,04,058.43 Lakhs in the Previous Year.
The Net Profit/(Loss) after Tax after adjustment of Minority Interest
And Share of Profits of Associates was Rs. (11,203.47) Lakhs as against Rs.
44,606.89 Lakhs for the Previous Year.
Gross Interest and Finance charges on consolidated basis amounted to Rs.
1,05,385.10 Lakhs in comparison to Rs. 75,766.78 Lakhs due to increase in
Loans and Working Capital Requirements for Project Execution.
A detailed discussion on the results of the operations and the
Financial condition is included in the Management Discussion and
Analysis section placed at Annexure-IV to this report.
A detailed business review is being given in the Management Discussion
And Analysis Section of the Annual Report placed at Annexure-IV to this
The following Companies have become Subsidiaries of the Company:
Emerald Orchids Private Limited, Helene Power Private Limited, Lanco
Solar Power Projects Private Limited, Mahatamil Mining and Thermal
Energy Limited, Nix Properties Private Limited, Omega Solar Projects
Private Limited, Orion Solar Projects Private Limited, Pasiphae Power
Private Limited, Sabitha Solar Projects Private Limited, Lanco Anpara
Power Limited, Udupi Power Corporation Limited, Approve Choice
Investments (Proprietary) Limited, Bar Mount Trading (Proprietary)
Limited, Barrelake Investments (Proprietary) Limited, Belara Trading
(Proprietary) Limited, Caelamen (Proprietary) Limited, Dupondius
(Proprietary) Limited, Filten Trading (Proprietary) Limited,
Gamblegreat Trading (Proprietary) Limited, K2011103835 (South Africa)
(Proprietary) Limited, Lanco Infratech Nepal Private Limited, Lanco
Solar Canada Limited, Lanco Solar International gmbh, Lexton Trading
(Proprietary) Limited, Solar Fi SP 06, Solar Fi SP 07, Tiper Solaire
The names of the following Subsidiaries have been changed: Diwakar
Solar Projects Limited (earlier Diwakar Solar Projects Private
Limited), Lanco Amarkantak Power Limited (earlier Lanco Power Limited),
Lanco Power Limited (earlier Lanco Power Private Limited), Lanco Solar
Power Projects Private Limited (Earlier Caliban Trading Private
Limited), Mahatamil Mining and Thermal Energy Limited (Earlier Lanco
Mining and Thermal Energy Limited), Lanco Thermal Power Limited
(Earlier Vamshi Industrial Power Limited), Lanco Hydro Power Limited,
(Earlier Lanco Hydro Power Private Limited), Lanco IT P.V. Investments
B.V. (Earlier Lanco Italy PV1 Investment B.V.), Lanco Solar Holdings
LLC (Earlier Lanco North Park Land Holding Two LLC), Lanco solar US EPC
Branch LLC (Earlier Lanco North Park Land One LLC), Lanco SP P.V.
Investments B.V. (Earlier Lanco Spain PV1 Investment B.V.), Lanco US
P.V. Investments B.V. (Earlier Lanco Italy PV2 Investment B.V.).
Note on particulars required as per section 212 of the companies act,
In terms of the provisions of Section 212 of the Companies Act, 1956,
The Company was required to attach the Annual Reports of the Subsidiary
Companies and the related detailed information to the Balance Sheet of
The Holding Company. However, the Ministry of Corporate Affairs vide
Their General Circular No. 2/2011 dated February 8, 2011 granted
General exemption to the Companies under Section 212(8) from the
Requirement to attach detailed financial statements of each Subsidiary.
Accordingly, the Annual Report does not contain the financial
Statements of the subsidiaries. The detailed financial statements and
Audit reports of each Subsidiary are available for inspection at the
Registered Office of the Company and upon written request from a
Shareholder, your Company will arrange to send the financial statements
Of Subsidiary Companies to the said Shareholder.
Health, safety and environment
Our Group''s journey in the perspective of Health, Safety & Environment
(HSE) has been encouraging and on right path. Corporate HSE has been
Driving various initiatives like HSE Audit Management, Contractor HSE
Management and ''Train the Trainer'' Programme to propel awareness on HSE
At sites. Apart from this, initiatives were taken to assist our
Contractors to partner with us to enhance our HSE performance. Towards
These objectives separate workshops were conducted with Contractors and
Site Directors to give a feel of our expectations.
The group has started its process of innovation to HSE processes
Through share and learn programme. Site personnel share the best HSE
Processes among themselves, which are of significant value to enhance
HSE performance and give a new image to the organisation.
Our HSE performance is realised with recognition of our efforts in HSE
And towards their sustenance. The true reflection of our HSE culture is
More evident at our Tanjore and Kondapalli sites, which have
Participated in various HSE awards and won them to make us proud. A
Brief description is below:
Lanco Tanjore Golden Peacock Award for Climate
Power Company Security during the year 2011;
Greentech Award for Environment
Protection during the year 2011.
Lanco Kondapalli EHS Excellence Award 2011 from CII
Power Limited on best HSE practices.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. L. Sridhar, Dr. Uddesh
Kumar Kohli and Dr. B. Vasanthan, Directors retire by rotation and
Being eligible, offer themselves for re-appointment.
We report with grief the demise of Mr. P. Narasimharamulu, Independent
Director who passed away on April 13, 2012.
The Board of Directors places on record its appreciation towards the
Significant contribution and valuable services rendered by Late Mr. P.
Narasimharamulu during his tenure as Independent Director.
The Board of Directors appointed Mr. R. Krishnamoorthy as an Additional
Director with effect from May 29, 2012. In terms of Section 260 of the
Companies Act, 1956 he shall hold office upto the date of the ensuing
Annual General Meeting of the Company. The Company has received
Requisite Notice in writing from a Member proposing his candidature for
The office of Director liable to retire by rotation.
Your Company has not accepted deposits falling within the provisions of
Section 58A of the Companies Act, 1956 read with the Companies
(Acceptance of Deposits) Rules, 1975 during the year under review.
S.R. Batliboi & Associates, Chartered Accountants and Brahmayya & Co.,
Chartered Accountants, Auditors of the Company, will retire at the
Conclusion of the Annual General Meeting. S.R. Batliboi & Associates,
Chartered Accountants conveyed their inability to be considered for
Re-appointment as Auditors.
Special Notice under Section 225 read with Section 190 of the Companies
Act, 1956 was received, proposing an Ordinary Resolution to appoint
Brahmayya & Co., Chartered Accountants, as Auditors from the conclusion
Of the Annual General Meeting to the conclusion of the next Annual
General Meeting, in place of the retiring Auditors.
Brahmayya & Co., Chartered Accountants, have conveyed their willingness
To accept appointment and confirmed their eligibility under Section 224
(1B) of the Companies Act, 1956.
Pursuant to Order from the Ministry of Corporate Affairs, DZR & Co.,
Cost Accountants have been appointed as Cost Auditors for the year
2011-12. They are required to submit the report to the Central
Government within 180 days from the end of the accounting year.
Disclosure of particulars with respect to conservation of energy,
Technology absorption and foreign exchange earnings and outgo
Information pursuant to Section 217(1)(e) of the Companies Act, 1956,
Read with Companies (Disclosure of particulars in the Report of Board
Of Directors) Rules, 1988, is enclosed as Annexure-I.
Disclosure on Company''s employees stock option plans
The Employees Stock Option Plan - 2006 and the Employees Stock Option
Plan – 2010 were approved by Shareholders by passing Special
Resolutions in the Extraordinary General Meeting held on June 7, 2006
And Annual General Meeting held on July 31, 2010, respectively.
The required information relating to the said schemes pursuant to
Clause 12 of the SEBI (ESOS/ESOP) Guidelines, 1999, are enclosed as
Particulars of employees
The information required to be published under the provisions of
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 as amended is enclosed as
Management discussion and analysis
The Management Discussion and Analysis as required under Clause
49(IV)(f) of the Listing Agreement is enclosed as Annexure-IV.
The Report on Corporate Governance is given separately in this Annual
Report. The Certificate of Practising Company Secretary certiFYing
Compliance in this regard is annexed to the said Report.
Directors'' responsibility statement
As required by Section 217(2AA) of the Companies Act, 1956, your
Directors hereby confirm that:
I) in the preparation of the annual accounts, the applicable accounting
Standards have been followed and that no material departures are made
From the same;
Ii) we have selected such accounting policies and applied them
Consistently and made judgements and estimates that are reasonable and
Prudent so as to give true and fair view of the state of affairs of the
Company at the end of the financial year and of the profits of the
Company for the period;
Iii) we have taken proper and sufficient care for the maintenance of
Adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
Preventing and detecting fraud and other irregularities; and
Iv) we have prepared the annual accounts on a going concern basis.
Information on auditors'' observations
The observations of the Auditors in Paragraphs 4 & 5(v) in their Report
On Standalone Financial Statements read with Note no. 38 of the
Standalone Financial Statements provide fullest information and
Explanation and hence are not required to be reiterated.
Further, the observations of the Auditors in Paragraphs 4 and 5 in
Their Report on Consolidated Financial Statements read with Note Nos.
52 D (VI), 65, 42, 63, 64, 37, 54, 59, 38, 39 of the Consolidated
Financial Statements provide fullest information and explanation and
Hence are not required to be reiterated.
Acknowledgement and appreciation
Your Directors take this opportunity to thank all the stakeholders
Including Shareholders, Financial Institutions, Banks, Customers,
Suppliers and Regulatory and Governmental Authorities for their
Continued support to the Company. Directors also wish to place on
Record their sincere appreciation of the hard work, dedication and
Commitment of Employees at all levels.
For and on behalf of the Board
L. Madhusudhan rao G. Venkatesh Babu
Executive Chairman Managing Director
Date : August 13, 2012.