Overseas Projects Nigeria

L&T OVERSEAS PROJECTS NIGERIA LIMITED
DIRECTORS REPORT
The Directors present their report and audited accounts for the year ended December 31, 2012.
FINANCIAL RESULTS
During the year under review, the Company did not carry on any business activities and accordingly a statement of Income and Expenditure during
Pre-Operational period is prepared.
In Lakhs
Particulars
Loss before tax
2012
V
Naira
(8.67)
(2.96)
(9.04)
(2.77)
(8.67)
(2.96)
(9.04)
(2.77)
Provision for taxes

Loss after tax
2011
Naira
Preliminary Expenses charged to P&L
Balance brought forward from Previous Year
(72.77)
(24.12)
(63.73)
(21.35)
Balance carried to Balance Sheet
(81.44)
(27.08)
(72.77)
(24.12)
DIVIDEND
During the period under review, no dividend has been proposed or paid.
PERFORMANCE OF THE COMPANY
During the period under review, the Company did not carry out any commercial activities.
CAPITAL EXPENDITURE
During the period under review, the Company did not incur any capital expenditure.
AUDITORS REPORT
The Auditors Report to the shareholders does not contain any qualifications.
DISCLOSURE OF PARTICULARS
The Company being registered outside India, the disclosures required to be made in accordance with Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, are not relevant. Hence the same has not been furnished.
PARTICULARS OF EMPLOYEES U/S 217(2A)
The Company being registered outside India, the disclosures required to be made in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are not applicable.
SUBSIDIARY COMPANIES
The Company has no subsidiary companies.
DIRECTORS
Mr. Dileep Shevde submitted his resignation from the Board with effect from March 27, 2012. Mr. K. Ravindranath has been appointed as a Director
of the Company in place of Mr. Dileep Shevde with effect from the said date. The Board of Directors places on record their appreciation for the
contribution made by Mr. Dileep Shevde during his tenure as Director and welcomes Mr. K. Ravindranath to the Board.
The current Directors of the Company are:
Mr. U. Dasgupta
Mr. K. Ravindranath
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms:
I.
that in the preparation of the annual accounts, the accounting standards have been followed to the extent applicable and there has been no
material departure;
II.
that the selected accounting policies were applied consistently and the directors made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at December 31, 2012;
III.
that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
S-142

IV.
that the annual accounts have been prepared on a going concern basis;
V.
that proper systems are in place to ensure compliance of all laws applicable to the Company; and
VI.
that the details of all the related party transactions form part of the accounts as required under AS 18 (refer to Point 6 in Note G of the Annual
Report).
AUDITORS
M/s. Adedolapo Fayomi & Co., the Auditors of the Company has indicated their willingness and is eligible for re-appointment.
ACKNOWLEDGEMENT
The Directors acknowledge the invaluable support extended to the Company by the bankers, staff and management of the parent Company.
For and on behalf of the Board
Place : Mumbai
Date : April 25, 2013
U. DASGUPTA
Director
K. RAVINDRANATH
Director
S-143
AUDITORS REPORT
TO THE MEMBERS OF L&T OVERSEAS PROJECTS NIGERIA LIMITED
The financial statements of L&T OVERSEAS PROJECTS NIGERIA LIMITED for the year ended 31 December 2012, being a Company registered
in Nigeria, are audited by Adedolapo Fayomi & Co. and we have been furnished with their audit report dated February 14, 2013.
We are presented with the accounts in Indian Rupees prepared on the basis of the aforesaid accounts to comply with the requirements of Section
212 of the Companies Act, 1956. We give our report as under:
We have audited the attached Balance Sheet, statement of income and expenditure during pre-operational period and Cash Flow Statement of
L&T Overseas Projects Nigeria Limited as at 31 December 2012. These financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit
provides a reasonable basis for our opinion.
In accordance with the provisions of Section 227 of the Companies Act, 1956, we report that:
(1)
As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India under sub-section (4A) of Section
227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as we considered appropriate
and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs
4 and 5 of the said Order.
(2)
Further to our comments in the Annexure referred to above, we report that:

(a)
we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes
of our audit;
(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of
those books;
(c)
the Balance Sheet, statement of income and expenditure during pre-operational period and Cash Flow Statement dealt with by this report
are in agreement with the books of account;
(d) in our opinion, the Balance Sheet, statement of income and expenditure during pre-operational period and Cash Flow Statement dealt
with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and
(e)
as regards reporting on the disqualification of directors under Section 274(1)(g) of the Indian Companies Act, 1956, since the Company
is registered in Nigeria, no reporting is required to be made under the above Section.
In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes
thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India:
(i)
in the case of the Balance Sheet, of the state of affairs of the Company as at 31 December 2012;
(ii)
in the case of the statement of income and expenditure during pre-operational period, of the excess of expenditure over income for the
year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
SHARP & TANNAN
Chartered Accountants
Firms registration no. 109982W
by the hand of
FIRDOSH D. BUCHIA
Partner
Membership no. 38332
Place : Mumbai
S-144
ANNEXURE TO THE AUDITORS REPORT

(Referred to paragraph (1) of our report of even date)
1
The Company has no fixed assets and hence reporting under paragraphs 4(i)(a), (b) and (c) is not applicable.
The Company has no inventories and hence reporting under paragraphs 4(ii)(a), (b) and (c) is not applicable.
We are informed by management that there are no companies, firms and other parties that are required to be listed in the register maintained
under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(b) to (g) of the Order are not applicable.
The Company has not commenced commercial operations and accordingly we are unable to comment on the adequacy of the internal control
procedures.
We are informed by management that there are no companies, firms and other parties that are required to be listed in the register maintained
under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(v)(a) and (b) of the Order are not applicable.
The Company has not accepted deposits from the public.
The Company has no internal audit system at present.
The Company is not required to maintain cost records under section 209(1)(d) of the Companies Act, 1956.
(a)
According to the information and explanations given to us, the Company is regular in depositing undisputed statutory dues with appropriate
authorities and there are no undisputed statutory dues outstanding for a period exceeding six months as at 31 December 2012.
(b) According to the information and explanations given to us, there are no dues towards income tax, sales tax, service tax, customs duty,
excise duty and wealth tax that were under dispute as at 31 December 2012.
10
The Companys accumulated losses are more than fifty percent of its net worth as at 31 December 2012 and it has incurred cash losses in
the financial year ended on that date and in the immediately preceding financial year.
11
According to the information and explanations given by management, the Company has neither borrowed from a bank nor a financial institution
and neither has it issued any debentures.
12
The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.
13
The provisions of any special statute applicable to chit fund/ nidhi /mutual benefit fund/societies are not applicable to the Company.
14
In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.
15
According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks
or financial institutions.
16
The Company has not availed any term loans during the year.
17
According to the information and explanations given to us, the Company has not raised any loans during the year.
18
The Company has not made any preferential allotment of shares to any party during the year.
19
The Company has not issued debentures during the year and accordingly, no security is required to be provided.
20
The Company has not raised any money by public issues during the year.
21
During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing
practices in India, and according to the information and explanations given to us, we have neither come across any instances of fraud on or
by the Company, noticed or reported during the year, nor have we been informed of such case by management.
SHARP & TANNAN
by the hand of
FIRDOSH D. BUCHIA
Partner
Membership no. 38332
Place : Mumbai
S-145
BALANCE SHEET AS AT DECEMBER 31, 2012

Note No.
As at 31.12.2012
V
As at 31.12.2011
V
EQUITY AND LIABILITIES

Shareholders funds
Share capital
3,344,783
3,344,783
Reserve & Surplus
(2,691,137)
(2,413,943)
328,507
414,731
982,153
1,345,571
Non-Current Liabilities
Current Liabilities
Other current liabilities
TOTAL
ASSETS
Non-Current Assets
Fixed assets
Current assets
Cash and bank balances
D(I)
956,870
1,322,611
Short term loans and advances
D(II)
25,283
22,960
OTHER NOTES FORMING PART OF THE ACCOUNTS
SIGNIFICANT ACCOUNTING POLICIES
982,153
1,345,571
982,153
1,345,571
The notes referred to above form an integral part of financial statements.

As per our report attached
SHARP & TANNAN

by the hand of
FIRDOSH D. BUCHIA
Partner
Membership No. 38332
U. DASGUPTA
Director
Place : Mumbai
Place : Mumbai
S-146
K. RAVINDRANATH
Director
STATEMENT OF INCOME AND EXPENDITURE DURING PRE-OPERATIONAL

PERIOD FOR THE YEAR ENDED DECEMBER 31, 2012
2012
V
Note no.
2011
V
INCOME
Revenue from operations
Other Income
15,767
17,476
15,767
17,476
312,190
294,853
312,190
294,853
(296,423)
(277,377)
(296,423)
(277,377)
(0.03)
(0.03)
TOTAL
EXPENDITURE
Sales, administration and other expenses
TOTAL
Excess of expenditure over income during pre-operational period before tax
Tax expenses
Excess of expenditure over income during pre-operational period after tax
Earnings per Share
- Basic & Diluted (V)
Face value per equity share (Naira)
The notes referred to above form an integral part of financial statements.

SHARP & TANNAN

by the hand of
FIRDOSH D. BUCHIA
Partner
U. DASGUPTA
Director
Place : Mumbai
Place : Mumbai
K. RAVINDRANATH
Director
S-147
CASH FLOW STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2012
A.
2012
V
2011
V
(296,423)
(277,377)
(15,767)
(17,476)
19,229
119,829
(292,961)
(175,024)
Cash flow from operating activities

Excess of expenditure over income during pre-operational period before tax (after
extraordinary items)
Adjustment for :
Interest Income
Increase/(Decrease) in translation reserve
Operating profit before working capital changes
Adjustments for :
(Increase)/ decrease in short term loans and advances
(2,323)
(4,514)
(86,224)
212,535
(381,508)
32,997
(381,508)
32,997
Interest Income
15,767
17,476
Net cash (used in)/from Investing Activities (B)
15,767
17,476
Net (decrease) / increase in cash and cash equivalents (A+B+C)
(365,741)
50,473
Cash and cash equivalents at beginning of the year
1,322,611
1,272,138
956,870
1,322,611
Increase/ (decrease) in other current liabilities

Cash (used in)/generated from operations
Direct taxes refund / (paid) - net
Net cash (used in)/from operating activities (A)
B
Cash flow from investing activities
Cash flow from financing activities
Cash and cash equivalents at end of the year

Notes:
1
Cash Flow Statement has been prepared under the indirect method as set out in the Accounting Standard (AS) 3 Cash Flow Statements as
specified in the Companies (Accounting Standards) Rules, 2006.
Cash and cash equivalents at the end of the year represent cash and bank balances and include unrealised gain of V Nil (previous year V Nil)
on account of translation of foreign currency bank balances.
Previous years figures have been regrouped/reclassified wherever applicable.
SHARP & TANNAN

by the hand of
FIRDOSH D. BUCHIA
Partner
U. DASGUPTA
Director
Place : Mumbai
Place : Mumbai
S-148
K. RAVINDRANATH
Director
NOTES FORMING PART OF ACCOUNTS

As at 31.12.2012
A.
As at 31.12.2011
Number of
shares
Amount in V
Number of
shares
Amount in
V
10,000,000
3,344,783
10,000,000
3,344,783
10,000,000
3,344,783
10,000,000
3,344,783
10,000,000
3,344,783
10,000,000
10,000,000
SHARE CAPITAL
A(I) Share capital authorised, issued, subscribed and paid up:

Authorised:
Equity shares of Naira 1/- each
Issued, subscribed and fully paid up:
Equity shares of Naira 1/- each
A(II) Reconciliation of the number of equity shares and share
capital:
Issued, subscribed and fully paid up equity shares outstanding
at beginning of the year
Add: Shares issued during the year
Issued, subscribed and fully paid up equity shares
outstanding at the end of the year
10,000,000
3,344,783
10,000,000
10,000,000
Number of
Shares
Shareholding
%
Number of
Shares
Shareholding
%
9,999,998
99.99
9,999,998
99.99
A(II) Holding Company

99,99,998 equity shares of Face Value Naira 1/- each amounting
to V 33.44 lakhs are held by Larsen & Toubro International FZE,
Sharjah which is the holding Company.
A(IV) Shareholders holding more than 5% of equity shares

as at the end of the year
Larsen & Toubro International FZE
As at 31.12.2012
V
B.
As at 31.12.2011
V
RESERVES & SURPLUS

Translation Reserve
As per last Balance Sheet
(1,651)
(121,480)
Addition/(deduction) during the year (net)
19,229
119,829
17,578
(1,651)
Surplus / (Deficit) Statement of Income & Expenditure

during pre-operational period
As per last Balance Sheet
Excess of expenditure over income during pre-operational
period after tax
TOTAL
C.
(2,412,292)
(2,134,915)
(296,423)
(277,377)
(2,708,715)
(2,412,292)
(2,691,137)
(2,413,943)
OTHER CURRENT LIABILITIES

Due to related parties
131,986
130,858
Other payables
196,521
283,873
TOTAL
328,507
414,731
S-149
NOTES FORMING PART OF ACCOUNTS (Contd.)

As at 31.12.2012
V
D.
As at 31.12.2011
V
CURRENT ASSETS
D(I) CASH AND BANK BALANCES

Cash and cash equivalent
Balance with banks
956,870
423,272
899,339
Fixed deposits with banks (maturity less than 3 months)

TOTAL
956,870
1,322,611
D(II) SHORT TERM LOANS AND ADVANCES

Others
Considered good:
Income tax receivable
25,283
25,283
22,960
982,153
1,345,571
Interest on Fixed Deposit
15,767
17,476
TOTAL
15,767
17,476
TOTAL
E.
F.
22,960
OTHER INCOME
SALES, ADMINISTRATION AND OTHER EXPENSES

Audit fees
34,182
30,685
264,545
237,560
Miscellaneous expenses
17,129
22,661
Exchange (gain)/loss (net)
(3,666)
3,947
312,190
294,853
Professional Fees
TOTAL
G.
1.

The Balance Sheet as on December 31, 2012 and Statement of Income and Expenditure during Pre-Operational period for the year ended
December 31, 2012 are drawn and presented as per the revised format prescribed under Schedule VI to the Companies Act, 1956 applicable
for the financial year commencing from April 1, 2011. The amounts pertaining to the previous year have been recast to conform with the revised
format.
2.
During the year under review, the Company did not carry on any business activities and accordingly a Statement of Income and Expenditure
during Pre-Operational period is prepared.
3.
Preliminary and pre-operative expenses incurred prior to commencement of commercial business operations has been charged to the statement
of income and expenditure during pre-operational period.
4.
There are no amounts due to micro and small enterprises as defined in Micro, Small and Medium Enterprises Development Act, 2006 as at
December 31, 2012.
5.
Disclosures regarding derivative instruments:
6.
a.
Derivatives outstanding as on 31.12.2012 - V Nil (previous year V Nil)
b.
The Company does not have any material foreign currency exposure as at 31.12.2012 that are hedged by a derivative instrument or
otherwise.
c.
Unhedged foreign currency exposure as on 31.12.2012

Currency
Recognised liability (V)
Previous year (V)
USD
131,986
130,858
Disclosure of related party transactions:

(V)
Particulars
2012
2011
131,986
130,858
Accounts payable to related parties

Due to Larsen & Toubro Limited [Ultimate holding Company]
S-150
NOTES FORMING PART OF ACCOUNTS (Contd.)

7.
Basic and Diluted Earnings per share [EPS] computed in accordance with Accounting Standard (AS) 20 Earnings per Share
(V)
Particulars
2012
2011
Basic
Loss after tax as per Accounts
Number of Shares
(296,423)
(277,377)
10,000,000
10,000,000
(0.03)
(0.03)
Basic EPS (V)

8.
There are no obligation, past or present, which have arisen from past events which have not been provided for in the books at the Balance
Sheet date.
9.
Auditors remuneration and expenses charged to the accounts:

(V)
Particulars
Audit fees
2012
2011
34,182
30,685
H.
1.
Basis of Accounting
The accounts have been prepared using historical cost convention and on going concern basis, in accordance with generally accepted
accounting principles in India and in compliance with Accounting Standards referred to in Section 211(3C) and other requirements of the
Companies Act, 1956.
2.
Translation of accounts
The accounts of the Company are maintained in Nigerian Naira. The accounts are translated in Indian Rupees as follows :a.
Share capital is retained at the initial contribution amount
b.
Current assets and Liabilities are translated at year end rates
c.
Revenue transactions are translated at average rates
The resultant difference is accounted as Translation Reserve in the Balance Sheet.
SHARP & TANNAN

by the hand of
FIRDOSH D. BUCHIA
Partner
U. DASGUPTA
Director
Place : Mumbai
Place : Mumbai
K. RAVINDRANATH
Director
S-151

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L&T OVERSEAS PROJECTS NIGERIA LIMITED

Provision for taxes

Preliminary Expenses charged to P&L

Balance brought forward from Previous Year

Balance carried to Balance Sheet

L&T OVERSEAS PROJECTS NIGERIA LIMITED

L&T OVERSEAS PROJECTS NIGERIA LIMITED

L&T OVERSEAS PROJECTS NIGERIA LIMITED

L&T OVERSEAS PROJECTS NIGERIA LIMITED

Further to our comments in the Annexure referred to above, we report that:

L&T OVERSEAS PROJECTS NIGERIA LIMITED

L&T OVERSEAS PROJECTS NIGERIA LIMITED

ANNEXURE TO THE AUDITORS REPORT

The Company has not accepted deposits from the public.

The Company has no internal audit system at present.

L&T OVERSEAS PROJECTS NIGERIA LIMITED

L&T OVERSEAS PROJECTS NIGERIA LIMITED

BALANCE SHEET AS AT DECEMBER 31, 2012

EQUITY AND LIABILITIES

Reserve & Surplus

Short term loans and advances

OTHER NOTES FORMING PART OF THE ACCOUNTS

SIGNIFICANT ACCOUNTING POLICIES

The notes referred to above form an integral part of financial statements.

For and on behalf of the Board

SHARP & TANNAN

L&T OVERSEAS PROJECTS NIGERIA LIMITED

L&T OVERSEAS PROJECTS NIGERIA LIMITED

STATEMENT OF INCOME AND EXPENDITURE DURING PRE-OPERATIONAL

SIGNIFICANT ACCOUNTING POLICIES

The notes referred to above form an integral part of financial statements.

For and on behalf of the Board

SHARP & TANNAN

L&T OVERSEAS PROJECTS NIGERIA LIMITED

L&T OVERSEAS PROJECTS NIGERIA LIMITED

Cash flow from operating activities

Net cash (used in)/from Investing Activities (B)

Net (decrease) / increase in cash and cash equivalents (A+B+C)

Cash and cash equivalents at beginning of the year

Increase/ (decrease) in other current liabilities

Cash flow from investing activities

Cash flow from financing activities

Cash and cash equivalents at end of the year

Previous years figures have been regrouped/reclassified wherever applicable.

As per our report attached

For and on behalf of the Board

SHARP & TANNAN

L&T OVERSEAS PROJECTS NIGERIA LIMITED

L&T OVERSEAS PROJECTS NIGERIA LIMITED

NOTES FORMING PART OF ACCOUNTS

A(I) Share capital authorised, issued, subscribed and paid up:

A(II) Holding Company

A(IV) Shareholders holding more than 5% of equity shares

RESERVES & SURPLUS

Addition/(deduction) during the year (net)

Surplus / (Deficit) Statement of Income & Expenditure

OTHER CURRENT LIABILITIES

L&T OVERSEAS PROJECTS NIGERIA LIMITED

L&T OVERSEAS PROJECTS NIGERIA LIMITED

NOTES FORMING PART OF ACCOUNTS (Contd.)

D(I) CASH AND BANK BALANCES

Fixed deposits with banks (maturity less than 3 months)

D(II) SHORT TERM LOANS AND ADVANCES

Interest on Fixed Deposit