ETT Limited INFORMATION MEMORANDUM ETT ... - BSE

ETT Limited

INFORMATION MEMORANDUM

ETT LIMITED(Originally incorporated as Indian Express Media Private Limited on November 11, 1993, as a private limited company under the Companies Act, 1956. For details on change of name and registered office, please refer to “History and other

corporate affairs” section of this Information Memorandum) Registered Office: 17, Hemkunt Colony, New Delhi - 110 048

Tel: & Fax: 011-4656 7575 Website: www.ettgroup.in

Contact person: Ms. Puniti Sharma E-mail: [email protected]

INFORMATION MEMORANDUM FOR LISTING OF 1,03,68,660 EQUITY SHARES OF RS. 10/- EACH FULLY PAID-UP NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION

MEMORANDUM

GENERAL RISKS Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of ETT Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of ETT Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of the investors is invited to the statement of Risk Factors appearing in this Information Memorandum.

ABSOLUTE RESPONSIBILITY OF ETT LIMITED ETT Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to ETT Limited, which is material, that the information contained in this Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTINGThe Equity shares of ETT Limited are listed on the Delhi Stock Exchange Limited (DSE), Ahmedabad Stock Exchange Limited (ASE) and Ludhiana Stock Exchange Limited (LSE). The Company proposes to list its Equity shares with the BSE Limited (BSE). The Company has submitted this Information Memorandum to BSE. The Information Memorandum would be made available on the website of BSE (www.bseindia.com).

REGISTRAR AND SHARE TRANSFER AGENT Beetal Financial & Computer Services (P) Ltd. Address: Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi – 110 062. Tel: 011-29961281-86; Email: [email protected] Contact Person: Mr. Punit Mittal

ETT Limited

TABLE OF CONTENTS

TITLE PAGE NO. DEFINITIONS, ABBREVIATIONS & INDUSTRY RELATED TERMS 3 CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL AND MARKET DATA 5 FORWARD-LOOKING STATEMENTS 6 RISK FACTORS 7 SUMMARY OF OUR BUSINESS 16 SYNOPSIS FOR LISTING 17 GENERAL INFORMATION 19 CAPITAL STRUCTURE 23 INDUSTRY OVERVIEW 30 BUSINESS OF THE COMPANY 33 PROPERTIES 41 HISTORY AND OTHER CORPORATE AFFAIRS 43 OUR MANAGEMENT 45 PROMOTERS 58 DIVIDEND POLICY 62 SUBSIDIARIES AND OTHER GROUP COMPANIES DETAILS 63 FINANCIAL INFORMATION 68 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 141 GOVERNMENT APPROVALS 142 OTHER REGULATORY AND STATUTORY DISCLOSURES 144 PROVISIONS OF THE ARTICLES OF ASSOCIATION 148 DOCUMENTS FOR INSPECTION 171 DECLARATION 172

ETT Limited

DEFINITIONS, ABBREVIATIONS & INDUSTRY RELATED TERMS

General Terms and Abbreviations

Act The Companies Act, 1956 and applicable provisions of the Companies Act, 2013 and amendments thereto

AGM Annual General Meeting Articles Articles of Association of the Company as originally framed or as

altered from time to time in pursuance of any previous companies law or of this Act.

Amici Amici India Limited Appointed Date Appointed Date means April 1, 2006 as per the Scheme approved

by the Delhi High Court. The merger of Amici with our company is with effect from this date.

AS Indian Accounting Standard ASE Ahmedabad Stock Exchange Limited Board or Board of Directors Board of Directors of ETT Limited BSE BSE Limited Capital or Share Capital Share Capital of the Company CDSL Central Depository Services (India) Limited DSE Delhi Stock Exchange Limited Effective Date Effective date means July 20, 2007, the date on which the certified

or the authenticated copy of the Delhi High Court order under Section 391 and 394 of the Companies Act sanctioning the scheme was filed with Registrar of Companies, NCT of Delhi and Haryana by Amici and ETT both.

EPS Earning Per Share Equity Share(s) Fully paid-up equity shares of the face value of Rs. 10/- each of,

ETT Limited Equity shareholders Holders of Equity Share(s) or the beneficiaries holding their shares

in DEMAT Mode. FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 FI Financial Institutions FII(s) Foreign Institutional Investors registered with SEBI under

applicable laws FY / Fiscal Financial year ending March 31 Guidelines SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued

by SEBI as amended HUF Hindu Undivided Family IT Act Income Tax Act, 1961 and amendments thereto LSE Ludhiana Stock Exchange Limited NAV Net Asset Value NR Non Resident NRI(s) Non Resident Indian (s) NSDL National Securities Depository Limited OCB Overseas Corporate Bodies Promoters Mr. Sandeep Sethi, Mr. Gurupreet Sangla, Mr. Harvinder Singh

ETT Limited

and Mr. Sanjay Arora RBI The Reserve Bank of India Registrar to the Company Beetal Financial & Computer Services (P) Ltd. ROC Registrar of Companies, NCT of Delhi & Haryana, 4th Floor, IFCI

Tower, 61, Nehru Place, New Delhi - 110 019 “Scheme” or “Scheme of Arrangement”

Scheme of Amalgamation of Amici India Limited with ETT Limited (erstwhile Indian Express Multimedia Limited) for amalgamation of Amici with ETT.

Aforesaid scheme was approved by the Hon’ble High Court of Delhi on April 30, 2007 and became effective from July 20, 2007 on filing of the certified copy of the High Court order with the Registrar of Companies, NCT of Delhi & Haryana by both Amici and ETT.

SEBI Securities and Exchange Board of India constituted under the Securities and Exchange Board of India Act, 1992

SEBI Act, 1992 Securities and Exchange Board of India Act, 1992 and amendments thereto

SEBI (ICDR) Regulation The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended to date

Takeover Code The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended to date

“we”, “us”, “our”, “the Company”, “our company” or “ETT”, unless the context otherwise implies, refer to, ETT Limited

A public limited company incorporated under the provisions of Companies Act, 1956 under the name ‘ETT Limited.’

ETT Limited

CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL AND MARKET DATA

Financial Data

Unless otherwise stated, the financial data in this Information Memorandum is derived from the audited financial accounts of ETT.

The financial statements of ETT are as of and for the year ended March 31, 2013.

The fiscal year of ETT commenced on April 1 and ended on March 31 of the next year, so all references to a particular fiscal year of ETT are to the 12 months period ended on March 31 of that year.

Currency of Presentation

All references to “Rupees” or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic of India.

Market Data

Unless otherwise stated, industry data used in this Information Memorandum has been obtained from industry publications. These industry publications generally state that the information contained therein has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although ETT believes that industry data used in this Information Memorandum is reliable, such data has not been verified by any independent source.

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FORWARD-LOOKING STATEMENTS

This Information Memorandum contains certain “forward-looking statements”. These forward-looking statements generally can be identified by words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” or other words or phrases of similar import. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others:

a. Our dependence on key personnel;

b. Our ability to comply with the financial conditions and other covenants of our borrowings;

c. General economic and business conditions in India and other countries;

d. Regulatory changes relating to the business segments in which we operate and our ability to respond to them;

e. Technological changes;

f. Our exposure to market risks, general economic and political conditions in India which have an impact on our business activities or investments; and

g. Changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry.

For further discussion on factors that could cause our actual results to differ, please refer to “Risk Factors” of this Information Memorandum.

Our Company does not have any obligations to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

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RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all of the information in this Information Memorandum, including the risks and uncertainties described below. If any of the following risks actually occur, our business, financial condition and results of operations could suffer, the trading price of our Equity Shares could decline, and you may lose all or part of your investment.

Internal Risk Factors

Our business is heavily dependent on the performance of the real estate market and the availability of real estate financing in India.

Our business is heavily dependent on the performance of the real estate market in India, particularly in the regions in which we operate, and could be adversely affected if market conditions deteriorate. Real estate projects take a substantial amount of time to develop, and we could incur losses if we purchase land at high prices and we have to sell our developed projects during weaker economic periods. Further, the real estate market, both for land and developed properties is relatively illiquid, which may limit our ability to respond promptly to market events. The real estate market is significantly affected by changes in government policies, economic conditions, demographic trends, employment and income levels and interest rates, among other factors. These factors can negatively affect the demand for and valuation of our planned and under developed projects.

Our revenues and profits are difficult to predict and may vary significantly from period to period, which could cause the price of our Equity Shares to fluctuate.

Sales revenues are dependent on various factors such as the size of our developments and the extent to which they qualify for percentage of completion treatment under our revenue recognition policies, rights of lessors or third parties that could impair our ability to sell properties and general market conditions. In addition, the anticipated completion dates for our projects, are estimates based on current expectations and could change significantly, thereby affecting our timing of sales. The combination of these factors may result in significant variations in our revenues and profits. Therefore, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indicative of our future performance. If in the future our results of operations are below market expectations, the price of our Shares could decline.

We may not have adequate resources to finance our real estate developments or to service our financing obligations.

Our growth plans will require us to incur substantial additional expenditure in the current and future fiscal years for land acquisitions and development and construction costs across our existing and new business lines. We expect to incur debt to fund portions of this expenditure. Our ability to borrow and the terms of our borrowings will depend on our financial condition, the stability of our cash flows and our capacity to service debt in a rising interest rate environment. We may not be successful in obtaining additional funds in a timely manner, on favourable terms or at all. If we do not have access to these funds, we may be required to delay or abandon some or all of our planned developments or reduce capital expenditures and the scale of our operations.

ETT Limited

We may not be able to replenish our land reserves by acquiring suitable sites.

In order to maintain and grow our business, we will be required to acquire suitable sites for development. Our ability to identify and acquire suitable sites is dependent on a number of factors that may be beyond our control. These factors include the availability of suitable land, the willingness of landowners to sell us land on attractive terms, the ability to obtain an agreement to sell from all the owners where land has multiple owners, the availability and cost of financing, encumbrances on targeted land, government directives on land use, and the obtaining of permits and approvals for land acquisition and development. The failure to acquire targeted land may cause us to modify, delay or abandon entire projects, which in turn could cause our business to suffer.

In addition, land acquisition in India has historically been subject to regulatory restrictions on foreign investment. These restrictions are gradually being relaxed and this, combined with the aggressive growth strategies and financing plans of real estate development companies as well as real estate investment funds in the country, is likely to make suitable land increasingly expensive. If we are unable to compete effectively in the acquisition of suitable land, our business and prospects will be adversely affected.

We may not be successful in identifying suitable projects, which may impede our growth.

Our ability to identify suitable projects is fundamental to our business and involves certain risks, including identifying and acquiring appropriate land, appealing to the tastes of customers, understanding and responding to the requirements of commercial clients and anticipating the changing retail trends in India. In identifying new projects, we also need to take into account land use regulations, the land’s proximity to resources such as water and electricity and the availability and competence of third parties such as architects, surveyors, engineers and contractors. The failure to identify suitable projects or meet customer demand in a timely manner could result in lost or reduced profits. In addition, it could reduce the number of projects we undertake and slow our growth.

We may not be able to compete effectively.

We may face significant competition from other real estate developers, many of whom undertake similar projects within the same regional markets as us. Given the fragmented nature of the real estate development business, we often do not have adequate information about the projects our competitors are developing and accordingly, we run the risk of underestimating supply in the market. Increasing competition could result in price and supply volatility, which could cause our business to suffer.

The success of our business is dependent on the willingness and ability of corporate customers to pay rent or purchase prices at suitable levels.

Our IT Park business will target leading Indian and multinational companies. Our growth and success will therefore depend on the provision of high quality office space to attract and retain clients who are willing and able to pay rent or purchase prices at suitable levels, and on our ability to anticipate the future needs and expansion plans of these clients. We will incur significant costs for the integration of modern fittings, contemporary architecture and landscaping.

Our plans to develop IT Parks and SEZs are subject to a number of contingencies and may not be successful.

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Our success in the development of IT Parks and SEZs depends on our ability to attract manufacturing or industrial units that conduct business within the IT Parks and SEZs as well as the continued availability of fiscal incentives under the SEZ regime. Since the SEZ regulations have been in force for only a relatively short time, they may not be interpreted in a consistent manner and there may be instances of divergent opinion among local, regional and national authorities as to their application. There is a possibility of amendment of regulations relating to SEZs which may restrict the benefits available therefrom. The uncertainty of application and the evolution of SEZ laws and the possibility of withdrawal of the applicable benefits and concessions create a risk for our current and planned investment in SEZ developments.

Our joint venture partners may not perform their obligations satisfactorily.

We may in the future undertake projects through joint ventures. The success of these joint ventures depends significantly on the satisfactory performance by our joint venture partners and the fulfilment of their obligations. If a joint venture partner fails to perform its obligations satisfactorily, the joint venture may be unable to perform adequately or deliver its contracted services. In such a case, we may be required to make additional investments in the joint venture or become liable for its obligations, which could result in reduced profits or in some cases, significant losses. The inability of a joint venture partner to continue with a project due to financial or legal difficulties could mean that we would bear increased, or possibly sole responsibility for the relevant projects.

Our projects require the services of third parties, which entail certain risks, and as we expand geographically, we may be using contractors with whom we are not familiar.

Our projects require the services of third parties. These third parties include architects, engineers, contractors and suppliers of labour and materials. The timing and quality of construction of the projects we develop depends on the availability and skill of those third parties, as well as contingencies affecting them, including labour and raw material shortages and industrial action such as strikes and lockouts. We cannot assure you that skilled third parties will continue to be available at reasonable rates and in the areas in which we conduct our projects. As a result, we may be required to make additional investments or provide additional services to ensure the adequate performance and delivery of contracted services and any delay in project execution could adversely affect our profitability. Additionally, we rely on manufacturers and other suppliers and do not have direct control over the products they supply, which may adversely affect the construction quality of our developments. As we expand geographically, we may have to use contractors with whom we are not familiar, which will increase the risk of cost overruns, construction defects and failures to meet scheduled completion dates.

Increased raw material costs may adversely affect our results of operations.

Our business is affected by the availability, cost and quality of the raw materials we need to construct and develop our projects. Our principal raw materials include steel and cement. The prices and supply of these and other raw materials depend on factors not under our control, including general economic conditions, competition, production levels, transportation costs and import duties. If, for any reason, our primary suppliers of raw materials should curtail or discontinue their delivery of such materials to us in the quantities we need and at prices that are competitive, our ability to meet our material requirements for our projects could be impaired, our projects schedules could be disrupted and our business could suffer.

ETT Limited

Our business may suffer if we are unable to provide high quality property management services.

As part of our business, we may provide property management services to our completed developments. These services may include, among others, book keeping, security management, building maintenance and various other facilities. We believe that our property management services will form an integral part of our business and will be important to the successful marketing and promotion of our project developments. If owners of the projects that we have developed elect to discontinue the services provided by our property management units/ subsidiary, our property management business would be negatively impacted, which in turn could adversely affect the attractiveness of our developments.

We may not be able to obtain appropriate land use rights for certain parcels of land that we have acquired or will acquire.

We either have or can have a substantial portion of land in which we have various interests but for which we have yet to obtain the relevant change of land use certificates. Failure to obtain the relevant change of land use certificates with respect to these parcels of land in a timely manner, or at all, means that we may not be able to use these lands for the purposes for which they were acquired and suitably develop them in accordance with our business plans. This could have an adverse effect on our business.

Our business is subject to extensive government regulation.

The real estate industry and SEZ sector in India is heavily regulated by the central, state and local governments. Real estate developers must comply with a number of requirements mandated by Indian laws and regulations, including policies and procedures established by local authorities and designed to implement such laws and regulations. For example, we are subject to various Land Ceiling Acts which regulate the amount of land that can be held under single ownership. Additionally, in order to develop and complete a real estate project, developers must obtain various approvals, permits and licences from the relevant administrative authorities at various stages of project development.

We may encounter major problems in obtaining the requisite approvals or licences, may experience delays in fulfilling the conditions precedent to any required approvals and we may not be able to adapt ourselves to new laws, regulations or policies that may come into effect from time to time with respect to the real estate and SEZ sector. There may also be delays on the part of administrative bodies in reviewing applications and granting approvals. If we experience material problems in obtaining or fail to obtain the requisite governmental approvals, the schedule of development and sale or letting of our projects could be substantially disrupted. Although we believe that our projects are in material compliance with applicable laws and regulations, regulatory authorities may allege non-compliance and may subject us to regulatory action in the future, including penalties, seizure of land and other civil or criminal proceedings.

The government may exercise rights of compulsory purchase or eminent domain in respect of our lands.

The Land Acquisition Act, 1894 allows the central and state governments to exercise rights of compulsory purchase, or eminent domain, which, if used in respect of our land, could require us to relinquish land with minimal compensation. The likelihood of such actions may increase as the central and state governments seek to acquire land for the development of infrastructure projects such as

ETT Limited

roads, airports and railways. Any such action in respect of one or more of our major current or proposed developments could adversely affect our business.

We require certain regulatory approvals in the ordinary course of our business, and the failure to obtain them in a timely manner or at all may adversely affect our operations.

We require certain regulatory approvals, sanctions, licences, registrations and permissions for operating our businesses, some of which may have expired. In connection with our business, we have applied for, or are in the process of applying for, such approvals or their renewal. We may not receive such approvals or renewals in the time frames anticipated by us or at all, which could adversely affect our business.

Our success depends in large part upon our senior management, Directors and key personnel and our ability to retain them and attract new key personnel when necessary.

Our senior management and key personnel collectively have many years of experience with us and would be difficult to replace. We do not maintain “key man” insurance for any of our senior managers or other key personnel. Any loss of our senior managers or other key personnel or the inability to recruit further senior managers or other key personnel could impair our future by impairing our day-to-day operations, hindering our development of new projects and harming our ability to develop, maintain and expand client relationships.

We may involve in certain legal and other proceedings in India and may face certain liabilities as a result.

We may involve in certain legal proceedings before various courts and tribunals in the course of business. We can give no assurance that those legal proceedings will be decided in our favour. Further, we may also not be able to quantify all the claims in which we or any of our group companies are involved. Any adverse decision may affect our business and results of operations.

Environmental problems could adversely affect our projects.

We are required to conduct an environmental assessment for most of our projects before receiving regulatory approval for these projects. These environmental assessments may reveal material environmental problems, which could result in our not obtaining the required approvals. Additionally, if environmental problems are discovered during or after the development of a project, we may incur substantial liabilities relating to cleanup and other remedial measures and the value of the relevant properties could be adversely affected.

We may suffer uninsured losses.

Our projects could suffer physical damage from fire or other causes, resulting in losses, including loss of rent, which may not be fully compensated by insurance. In addition, there are certain types of losses, such as those due to earthquakes, floods, hurricanes, terrorism or acts of war, which may be uninsurable or are not insurable at a reasonable premium. The proceeds of any insurance claim may be insufficient to cover rebuilding costs as a result of inflation, changes in building regulations, environmental issues as well as other factors. Should an uninsured loss or a loss in excess of insured limits occur, we would lose the capital invested in and the anticipated revenue from the affected property. We would also remain liable for any debt or other financial obligation related to that

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property. We cannot assure you that material losses in excess of insurance proceeds will not occur in the future.

We have entered into, and will continue to enter into, related party transactions.

We have in the course of our business entered into transactions with related parties that include our Promoters and companies forming part of our promoter group.

Any future issuance of Equity Shares may dilute your shareholding

Any future equity issuances by us may lead to the dilution of investors’ shareholdings in our Company. Any future equity issuances by us may adversely affect the trading price of the Equity Shares. In addition, any perception by investors that such issuances might occur could also affect the trading price of our Equity Shares.

External risk factors

Restrictions on foreign direct investment in the real estate sector may hamper our ability to raise additional capital

While the Government of India has permitted FDI of up to 100% without prior regulatory approval in townships, housing, built-up, infrastructure and construction development, projects, which would include, but not be restricted to, housing, commercial premises, hotels, resorts, hospitals, educational institutions, recreational facilities, city and regional level infrastructure, which subjects such investment to certain restrictions. Our inability to raise additional capital as a result of these and other restrictions could adversely affect our business and prospects.

Our operations are sensitive to weather conditions.

We have business activities that could be materially and adversely affected by severe weather. Severe weather conditions may require us to evacuate personnel or curtail services and may result in damage to a portion of our fleet of equipment or to our facilities, resulting in the suspension of operations, and may further prevent us from delivering materials to our project sites in accordance with contract schedules or generally reduce our productivity. Our operations are also adversely affected by difficult working conditions and extremely high temperatures during summer months and during monsoon, which restrict our ability to carry on construction activities and fully utilize our resources.

Natural calamities could have a negative impact on the Indian economy and cause our business to suffer.

India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past few years. Natural calamities could have a negative impact on the Indian economy and may cause suspension, delays or damage to our current projects and operations, which may adversely affect our business and our results of operations.

A slowdown in economic growth in India could cause our business to suffer.

Our performance and growth are dependent on the health of the Indian economy. The economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalisation policies, social disturbances, terrorist attacks and other acts of violence or

ETT Limited

war, natural calamities, interest rates, commodity and energy prices and various other factors. Any slowdown in the Indian economy may adversely impact our business and financial performance and the price of our Shares.

The Indian securities markets are smaller than securities markets in more developed economies. Indian stock exchanges have in the past experienced substantial fluctuations in the prices of listed securities. These exchanges have also experienced problems that have affected the market price and liquidity of the securities of Indian companies, such as temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited price movements and restricted margin requirements. Further, disputes have occurred on occasion between listed companies and the Indian stock exchanges and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. If similar problems occur in the future, the market price and liquidity of the Shares could be adversely affected.

Any downgrading of India’s debt rating by an independent agency may harm our ability to raise debt financing.

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely affect our ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. This could have a material adverse effect on our capital expenditure plans, business and financial performance.

The Government of India’s SEZ policy is relatively new and has attracted political opposition and may be restricted or withdrawn.

The Government of India’s policy in respect of SEZs is currently a politically sensitive issue in India. In addition, the Finance Ministry of India has expressed concern in respect of tax revenues lost as a result of commercial activities enjoying fiscal exemptions under the SEZ regime. The Government of India’s policy has been criticised on economic grounds by the International Monetary Fund and it has been suggested that the fiscal exemptions may be challenged by the World Trade Organisation. It is possible that, as a result of political pressures, the procedure for obtaining SEZ status may become more onerous or that the types of land that are eligible for SEZ status will be restricted or that the SEZ regime will be withdrawn. Further, as the policy framework is evolving, there could be changes in norms for land acquisition and the associated compensation mechanisms. As the laws and regulations relating to SEZs have been in force for a relatively short period of time, there may be some uncertainty with respect to the interpretation and application of such laws and regulations. For example, the extent to which businesses may set up operations, or move their existing operations, to SEZs is unclear and possibly limited. If businesses do not move their existing operations into SEZs, the Company will be reliant on businesses which are expanding their operations in India as a source of potential tenants. Additionally, regulatory authorities may allege non-compliance and may subject the Indian SPVs to regulatory action in the future, including penalties, seizure of land and other civil or criminal proceedings under applicable laws and regulations. Any such changes to the SEZ regime may have an adverse impact on the Company.

Political instability or changes in the Central Government could adversely affect economic conditions in India and consequently the Company’s business

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The Company is incorporated in India, derives most of the revenues in India and substantially all its assets are located in India. Consequently, the Company’s performance and the market price and liquidity of the Shares may be affected by changes in exchange rates and controls, interest rates, government policies, taxation, social and ethnic instability and other political and economic developments affecting India.

The Central Government has traditionally exercised and continues to exercise a significant influence over many aspects of the economy. The business of the Company, and the market price and liquidity of the Shares may be affected by interest rates, changes in Central Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India.

If communal disturbances or riots erupt in India, or if regional hostilities increase, this would adversely affect the Indian economy, the health of which the business of the Company depends on. India has experienced communal disturbances, terrorist attacks and riots during recent years. If such events recur, the Company’s operational and marketing activities may be adversely affected, resulting in a decline in its income.

A slowdown in the economic growth in India could cause the business of the Company to suffer

The performance and the growth of the operating company businesses are necessarily dependent on the health of the overall Indian economy. However, the growth in industrial production in India has been variable. Any slowdown in the Indian economy, and in particular in the demand for infrastructure, or future volatility of global commodity prices, could adversely affect the Company’s business. In addition, increases in the prices of oil and petroleum products could result in increased inflation, thereby curtailing the purchasing power of the customers.

The market value of your investment may fluctuate due to the volatility of the Indian securities markets.

Indian stock exchanges have, in the past, experienced substantial fluctuations in the prices of listed securities.

Indian stock exchanges have experienced problems which, if such or similar problems were to continue or recur, could affect the market price and liquidity of the securities of Indian companies, including the Shares. These problems have included temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of Indian stock exchanges have from time to time imposed restrictions on trading in certain securities, limitations on price movements and margin requirements. Furthermore, from time to time, disputes have occurred between listed companies, stock exchanges and other regulatory bodies, which in some cases may have a negative effect on market sentiment.

Sudden substantial sales by shareholders could cause the price of equity shares to decline.

As there is no lock-in provision on the equity shares after listing, sale of substantial number of equity shares could lead to fall in market prices of the equity shares.

We are subject to extensive regulation by SEBI, Stock Exchanges, RBI and other market regulators in India. New laws/rules and changes in any law and application of current laws/rules could affect our manner of operations and profitability.

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Our Company holds investments in various subsidiaries. Therefore, any adverse financial impact arising out of a material litigation with respect to our subsidiaries and associates could have negative impact on our Company.

Terrorist attacks and other acts of violence or war involving India and other countries could adversely affect the financial markets, resulting in a loss of business confidence and adversely affect the business, results of operations and financial condition.

Terrorist attacks and other acts of violence or war, including those involving India or other countries and other such acts, could adversely affect Indian and worldwide financial markets. Such acts may also result in a loss of business confidence and have other consequences that could adversely affect our business, results of operations and financial condition. Increase volatility in the financial markets can have an adverse impact on the economy of India and other countries including economic recession.

The prices of the Company’s equity shares may be volatile, or an active trading market for the Company’s equity shares may not develop.

Prices of the Company’s equity shares may fluctuate after this listing. There can be no assurance that an active trading market for the equity shares will develop or be sustained after this listing. The Company’s share price could be volatile.

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SUMMARY OF OUR BUSINESS

The Company is engaged primarily in the business as IT Infrastructure Provider.

For details please refer to the “Business of the Company” section of this Information Memorandum.

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SYNOPSIS FOR LISTING

Presently the equity shares of the Company are listed on Delhi Stock Exchange Ltd., Ahmedabad Stock Exchange Ltd. and Ludhiana Stock Exchange Ltd. The Company had been listed on these stock exchanges under Clause 8.3.5 of the erstwhile SEBI (DIP) Guidelines, 2000 pursuant to exemption granted by SEBI under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules.

The Equity Shares of erstwhile Amici India Limited were listed on the Delhi Stock Exchange Ltd., Ahmedabad Stock Exchange Ltd. and Ludhiana Stock Exchange Ltd. since November, 1996. On application, the Hon’ble High Court of Delhi approved the Scheme of Amalgamation of Amici India Limited with ETT Limited (formerly Indian Express Multimedia Limited) vide its order dated April 30, 2007. The copy of formal order of the Hon’ble High Court was received by the Company on July 12, 2007. The Scheme is operative from the Appointed Date i.e., April 1, 2006. However, it is effective from the last of the dates on which certified copies of the High Court order under Sections 391 and 394 of the Act was filed with the Registrar of Companies, i.e., July 20, 2007.

The Scheme of Amalgamation was framed in terms of Clause 8.3.5 of Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000. In terms of the aforesaid Guidelines and the Scheme of Amalgamation approved by the Delhi High Court, the un-listed Transferee Company - ETT Limited (formerly Indian Express Multimedia Limited) shall be listed on the Delhi Stock Exchange Ltd., Ahmedabad Stock Exchange Ltd. and Ludhiana Stock Exchange Ltd. with the approval of SEBI.

The Company filed the applications for listing of its Equity Shares with the Delhi Stock Exchange Ltd., Ahmedabad Stock Exchange Ltd. and Ludhiana Stock Exchange Ltd. Simultaneously, an application for relaxation from applicability of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 under Clause 8.3.5.1 of the SEBI (DIP) Guidelines, 2000 with the Securities and Exchange Board of India was also filed.

The Securities and Exchange Board of India relaxed the Company from applicability of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 under Clause 8.3.5.1 of the SEBI (DIP) Guidelines, 2000 vide its letter no. CFD/DIL/NB/SC/121445/2008 dated March 26, 2008.

Delhi Stock Exchange granted its approval for listing vide letter no. DSE/LIST/9662/R/842 dated May 26, 2008 and trading approval vide letter no. DSE/LIST/9662/R/3112 dated August 29, 2008. Ahmedabad Stock Exchange granted its approval for listing vide letter no. ASEL/08-09/616 dated August 1, 2008 and trading approval vide letter no. ASEL/2008/857 dated September 17, 2008. Ludhiana Stock Exchange granted its approval for listing and trading vide letter no. Listing\ 2008 1406 – 1407 - 1408 dated August 14, 2008.

Proposal for listing at BSE

The Equity Shares of ETT Limited which is listed on the Delhi Stock Exchange Ltd., Ahmedabad Stock Exchange Ltd. and Ludhiana Stock Exchange Ltd. are now proposed to be listed and traded on the BSE Limited.

a. The listing of the shares on BSE shall provide nationwide trading platform to the shareholders of the Company. Presently, there is no trading of the Company’s scrip on DSE, ASE & LSE. The shares can be bought or sold only through off market private deals;

ETT Limited

b. Listing on BSE provides a continuing and immediate liquidity to the shareholders and in turn helps broaden the shareholder base;

c. Trading of shares on BSE shall ensure proper market price determination of the equity shares of the Company and ensure transparency; and

d. Listing of the Company at BSE shall raise Company's public profile with customers, suppliers, investors, financial institutions and the media.

ETT Limited

GENERAL INFORMATION

Brief History

The Company was originally incorporated under the Companies Act, 1956 as a Private Limited Company with the name and style as “Indian Express Media Pvt. Ltd.” vide Certificate of Incorporation no. 11-75092 dated November 11, 1993, issued by the Registrar of Companies (ROC), Maharashtra at Mumbai. The Company became a Deemed Public Limited Company under Section 43A(1) of the Companies Act, 1956 w.e.f. March 25, 1995 and necessary endorsement was made on the Certificate of Incorporation by the ROC, Maharashtra on April 19, 1995. The name of the Company was changed to Indian Express Multi Media Ltd. vide fresh Certificate of Incorporation dated June 14, 1995, issued by the ROC, Maharashtra. The Company got the word “Private” added to its name w.e.f. February 15, 2001 under Section 43A(2A) of the Companies Act, 156 after deletion of the provisions of Section 43A. The Company was converted into a Public Limited Company and fresh Certificate of Incorporation was issued by the ROC, Maharashtra on December 24, 2002.

The registered office of the Company was shifted from the state of Maharashtra to NCT of Delhi vide order dated October 30, 2003 passed by the Hon’ble Company Law Board, Western Region Bench, Mumbai. The ROC, NCT of Delhi & Haryana registered the CLB Order and allotted a new registration no. U22122DL2003PLC123728 to the Company on December 29, 2003.

The name of the Company was changed from Indian Express Multimedia Ltd. to its present name ‘ETT Ltd.’ vide Fresh Certificate of Incorporation dated June 1, 2007 issued by the ROC, NCT of Delhi & Haryana.

Amalgamation of Amici India Ltd. (the Transferor Company) with ETT Ltd. (the Transferee Company) in terms of the Scheme of Amalgamation framed under Sections 391 and 394 of the Companies Act, 1956, was approved by the Hon'ble High Court of Delhi vide its order dated April 30, 2007. The Transferor Company - Amici India Ltd. was listed on Delhi, Ludhiana and Ahmedabad Stock Exchanges before merger. Pursuant to the Scheme of Amalgamation, the Transferee Company - ETT Ltd. has also been listed on Delhi, Ludhiana and Ahmedabad Stock Exchanges as per the approval given by the Securities and Exchange Board of India (SEBI) vide its letter no. CFD/DIL/NB/SC/121445/2008 dated March 26, 2008.

The Registration Number of the Company was further changed to L22122DL1993PLC123728 after listing of the Company on Delhi, Ludhiana and Ahmedabad Stock Exchanges.

Registered Office of our Company

ETT Ltd. 17, Hemkunt Colony, New Delhi - 110 048 Tel. & Fax: +91 11 4656 7575 Contact Person: Ms. Puniti Sharma E-mail: [email protected]

Registration Number: L22122DL1993PLC123728

ETT Limited

We are registered with Registrar of Companies, Delhi & Haryana, 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi - 110 019.

Board of Directors

Sl. No. Name, Designation, Occupation

DIN Age Residential Address

1. Mr. Sandeep Sethi; Managing Director (Non-independent) Business

00053915 51 years S - 169, Greater Kailash - II, New Delhi - 110 048

2. Mr. Gurupreet Sangla; Joint Managing Director (Non-independent) Business


3. Mr. Harvinder Singh; Executive Director (Non-independent) Business


4. Mr. Sanjay Arora; Executive Director (Non-independent) Business

00394165 48 years 17, Godavari Apartments, Alaknanda, Kalkaji,New Delhi - 110 019

5. Mr. Harjit Singh Kalra; Director (Independent) Business

00047314 63 years E - 286, Greater Kailash - II, New Delhi - 110 048

6. Mr. Ratinder Pal Singh Bhatia;Director (Independent) Business

00238333 45 years D - 44, Rajouri Garden, New Delhi – 110 027

7. Mr. Rajvir Sharma; Director (Independent) Service

02190162 52 years H. No. 493B, Sector – 49, Sainik Colony, Faridabad – 121 001

8. Mr. Aman Batra; Director (Independent) Business

05280495 31 years C – 2, East of Kailash, New Delhi – 110 065

ETT Limited

Compliance Officer and Company Secretary

Ms. Puniti Sharma 17, Hemkunt Colony, New Delhi - 110 048 Tel. & Fax: +91 11 4656 7575 E-mail: [email protected]

Equity shareholder(s) can contact the Compliance Officer in case of any share transfer or other related queries.

Statutory Auditors

1. M/s VSD & Associates Chartered Accountants E – 145, Basement, Kalkaji,New Delhi – 110 019 Tel. No. : +91 11 4132 9602 Fax No. : +91 11 4132 9605 Email: [email protected]

2. M/s L.D. Saraogi & Co. Chartered Accountants 101 - 104, Basant Complex, 38, Veer Sawarkar Block, Shakarpur, Delhi – 110 092

Tel No: +91 11 2250 0529 Fax No: +91 11 2243 0523 Email: [email protected]

Registrar and Share Transfer Agent

Beetal Financial & Computer Services (P) Ltd. Beetal House, 3rd Floor 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi - 110 062 Email: [email protected]

Bankers of the Company

1. ICICI Bank Ltd. Plot no. B – 36, Sector – 132, Noida – 201 301

2. HDFC Bank Ltd. Jor Bagh Market, New Delhi – 110 003

ETT Limited

3. Vijaya Bank Defence Colony, New Delhi – 110 024

4. State Bank of India Sector – 2, Noida – 201 301 District Sant Ravidass Nagar (U.P.)

ETT Limited

CAPITAL STRUCTURE

Capital Structure as on the date of Information Memorandum

Share Capital Aggregate Value (in Rs.)

A. Authorised Capital

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

1,00,00,000 (6%) Non Cumulative, Non Participating Redeemable Preference Shares of Rs. 10/- each

11,00,00,000

10,00,00,000 21,00,00,000

B. Issued, Subscribed and Paid-Up Capital

1,03,68,660 Equity Shares of Rs. 10/- each

1,00,00,000 (6%) Non Cumulative, Non Participating Redeemable Preference Shares of Rs. 10/- each

10,36,86,600

10,00,00,000 20,36,86,600

Notes to Capital Structure:

1. History of Authorised Share Capital of the Company:

Date Number of Shares

CumulativeNumber of

Shares

FaceValue(Rs.)

AuthorisedCapital

(Rs.) On Incorporation 50,000 50,000 10 5,00,000March 27, 1995 9,50,000 10,00,000 10 1,00,00,000February 6, 2002 30,00,000 40,00,000 10 4,00,00,000March 20, 2003 1,10,00,000 1,50,00,000 10 15,00,00,000July 20, 2007 (Authorised capital of Amici added upon amalgamation)

32,00,000 1,82,00,000 10 18,20,00,000

September 29, 2011 28,00,000 2,10,00,000 10 21,00,00,000

2. History of issued Equity Share Capital of the Company:

Date of Allotme

nt

No. of Equityshares

FaceValue(Rs.)

Consideration

Nature of Allotment

No. of EquityShares

Cumulative

Paid Up Capital

(Rs.)

Incorporation

20 10 Cash Subscription to MOA

20 200

24.03.95 1,000 10 Cash Further Issue 1,020 10,20025.03.95 48,980 10 Cash Further Issue 50,000 5,00,00011.06.02 36,50,000 10 Cash Further Issue 37,00,000 3,70,00,000

ETT Limited

30.03.04 7,13,200 10 Cash Further Issue 44,13,200 4,41,32,00025.06.04 4,11,600 10 Cash Further Issue 48,24,800 4,82,48,00010.08.07 20,87,640 10 Issued on

Amalgamation

Issued on Amalgamation

69,12,440 6,91,24,400

18.11.11 34,56,220 10 - Bonus Issue 1,03,68,660 10,36,86,600

3. History and terms of Preference Share Capital of the Company are as under:

Date of Allotment

No. of Preference

shares

FaceValue(Rs.)

Consideration

Nature of Allotment

No. of Shares

Cumulative

Paid Up Capital (Rs.)

31.03.03 70,00,000 10 Cash Preferential Issue

70,00,000 7,00,00,000


86,90,000 8,69,00,000


1,00,00,000 10,00,00,000

Terms of issue of preference shares

During the year 2009-10, the Company has, in accordance with the provisions of Section 106 of the Companies Act, 1956, enhanced the period of redemption for 70,00,000 6% non-cumulative non-participating redeemable preference shares by a period of 7 (seven) years, thereby extending the due date of redemption from March 31, 2010 to March 31, 2017.

During the year 2010-11, the period of redemption of 16,90,000 and 13,10,000 6% non-cumulative non-participating redeemable preference shares of the Company has been extended upto March 31, 2017 with consent of the respective shareholders. The total preference shares of the Company, i.e. 1,00,00,000 will now be redeemable at par on or before March 31, 2017. Rest of the terms of issue for these preference shares have remained the same.

4. As on the date of this Information Memorandum, there are no outstanding warrants, options or rights to convert debentures, loans or other instruments into equity shares of ETT.

5. The face value of the Equity Shares of the Company is Rs. 10/- and there shall be only one denomination for the Equity Shares of ETT, subject to applicable regulations and ETT shall comply with such disclosure and accounting norms specified by SEBI, from time to time.

6. Except as disclosed in this Information Memorandum, ETT has not issued any Equity Shares out of revaluation reserves or for consideration other than cash. Further there is no commission, brokerage, discount or other special terms including an option for the issue of any kind of securities granted to any person.

7. The Company has 1518 members as on December 31, 2013.

Instrument Non-Cumulative Non-Participating Redeemable Preference Shares Face Value Rs. 10/- Coupon Rate 6% per annum Redemption 7 years from the date of issue

ETT Limited

8. Shareholding Pattern as on December 31, 2013

(I)(a) Statement showing Shareholding Pattern as on December 31, 2013

CategoryCode

Category of shareholder

Number of

shareholders

Total numberof shares

Number of shares held in

dematerialized form

Total shareholding as a percentage of total number of

shares

Shares pledged or otherwise

encumbered

As a percentage of (A+B)

As a percentage

of (A+B+C)

Number of shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)=(VIII)/(IV)*100

(A) Shareholding of Promoter and Promoter Group

1 Indian

(a) Individuals / Hindu Undivided Family

9 6111000 6081000 58.94 58.94 0 0.00

(b) Central Government / StateGovernment(s)

0 0 0 0.00 0.00 0 0.00

(c) Bodies Corporate 6 1157100 1156200 11.16 11.16 0 0.00

(d) Financial Institutions / Banks

0 0 0 0.00 0.00 0 0.00

(e) Any Other (specify)

0 0 0 0.00 0.00 0 0.00

Sub-Total (A)(1) 15 7268100 7237200 70.10 70.10 0 0.00 2 Foreign

(a) Individuals (Non – Resident Individuals / ForeignIndividuals)

0 0 0 0 0 0 0.00

(b) Bodies Corporate 0 0 0 0 0 0 0.00

(c) Institutions 0 0 0 0 0 0 0.00

(d) Any Other (specify)

0 0 0 0 0 0 0.00

Sub-Total (A)(2) 0 0 0 0 0 0 0.00

Total Shareholding of Promoter and Promoter Group (A) = (A)(1) + (A)(2)

15 7268100 7237200 70.10 70.10 0 0.00

(B) Public Shareholding

1 Institutions

ETT Limited

(a) Mutual Funds / UTI

0 0 0 0 0 0 0.00

(b) Financial Institutions / Banks

0 0 0 0 0 0 0.00

(c) Central Government / StateGovernment(s)

0 0 0 0 0 0 0.00

(d) Venture Capital Funds

0 0 0 0 0 0 0.00

(e) Insurance Companies

0 0 0 0 0 0 0.00

(f) Foreign Institutional Investors

0 0 0 0 0 0 0.00

(g) Foreign Venture Capital Investors

0 0 0 0 0 0 0.00

(h) Any Other (specify)

0 0 0 0 0 0 0.00

Sub-Total (B)(1) 0 0 0 0 0 0 0.00 2 Non-institutions

(a) Bodies Corporate 20 137970 0 1.33 1.33 0 0.00

(b) Individuals-

i. Individual shareholders holding nominal share capital up to Rs. 1 lakh.

1424 607650 4738 5.86 5.86 0 0.00

ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

58 2315310 1631190 22.33 22.33 0 0.00

(c) Any Other

HUF 1 39630 39630 0.38 0.38 0 0.00

Sub-Total (B)(2) 1503 3100560 1675558 29.90 29.90 0 0.00

Total Public Shareholding (B) = (B)(1)+(B)(2)

1503 3100560 1675558 29.90 29.90 0 0.00

Total (A)+(B) 1518 10368660 8912758 100.00 100.00 0 0.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

0 0 0 0 0 0 0.00

1 Promoter and Promoter Group

0 0 0 0.00 0.00 0 0.00

2 Public 0 0 0 0.00 0.00 0 0.00

ETT Limited

Grand Total (A)+(B)+(C)

1518 10368660 8912758 100.00 100.00 0 0.00

(I)(b) Statement showing shareholding of persons belonging to the category “Promoter and Promoter Group”

Sl.No.

Name of the Shareholder

Total shares held Shares pledged or otherwise encumbered

Details of warrants

Details of convertible securities

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as % of diluted share capital

Number As a % of grand

total (A)+(B)

+(C)

Number As a percentag

e

As a % of grand

total (A)+(B)+(C) of

sub-clause(I)(a)

Number of

warrants held

As a % total no. of warrants of the same class

Number of

convertible

securities held

As a % total no.

of converti

ble securities of the same class

(I) (II) (III) (IV) (V) (VI)=(V)/(III)*100

(VII) (VIII) (IX) (X) (XI) (XII)

1. Sanjay Arora

1593900 15.37 0 0.00 0.00

2. Sandeep Sethi

1511400 14.58 0 0.00 0.00

3. Harvinder Singh

900000 8.68 0 0.00 0.00

4. Gurupreet Sangla

900000 8.68 0 0.00 0.00

5. Satvinder Kaur

600000 5.79 0 0.00 0.00

6. Appreciate Fincap Pvt. Ltd.

843600 8.14 0 0.00 0.00

7. Kuldeep Kaur

375000 3.62 0 0.00 0.00

8. Drishti Overseas Pvt. Ltd.

165600 1.60 0 0.00 0.00

9. Amici SecuritiesLtd.

147000 1.42 0 0.00 0.00

10. Alka Sethi 112500 1.09 0 0.00 0.00

11. Shakuntla Arora

88200 0.85 0 0.00 0.00

12. Sandeep Sethi

30000 0.29 0 0.00 0.00

13. Sai Enterprises Pvt. Ltd.

300 0.00 0 0.00 0.00

ETT Limited

14. Sai Business & Cons. Sys. Pvt. Ltd.

300 0.00 0 0.00 0.00

15. Sai Agencies Pvt. Ltd.

300 0.00 0 0.00 0.00

Total 7268100 70.10 0 0.00 0.00

(I)(c)(i) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category “Public” and holding more than 1% of the total number of shares

Sl.No.

Name of the Shareholder

No. of Equity Shares

Shares as a percentage of total number of shares {i.e, Grand Total

(A)+(B)+(C) indicated inStatement at

para(I)(a)above}

Details of warrants Details of convertible Securities


Number of

warrants held

As a % total no.

of warrants

of the same class

Number of convertible securities

held

% w.r.t. total no. of convertible securities

of the same class

Total 0 0

(I)(c)(ii) Statement showing holding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sl.No.

Name(s) of the shareholder(s)

andthe Persons Acting in

Concert (PAC) withthem

No. of Equity Shares

Shares as a percentage of total number of shares {i.e, Grand Total

(A)+(B)+(C) indicated inStatement at

para(I)(a)above}

Details of warrants Details of convertible Securities


Number of

warrants held

As a % total no.

of warrants

of the same class

Number of convertible securities

held

% w.r.t. total no. of convertible securities of

the same class

Total 0 0

(I)(d) Statement showing details of locked-in shares

Sl.No.

Name of the Shareholder Number of locked-in Equity Shares

Locked-in shares as a % of total number of shares {i.e, Grand Total

(A)+(B)+(C) indicated in Statement at para (I)(a)above}

N.A. N.A. N.A. Total

(II)(a) Statement showing details of Depository Receipts (DRs)

Sl.No.

Type of outstanding DRs (ADRs, GDRs, SDRs, etc.)

Number of outstanding DRs

Number of Equity Shares underlying outstanding DRs

Shares underlying outstanding DRs as a percentage of total number of shares{i.e., Grand Total (A)+(B)+(C) indicated in

ETT Limited

statement at para (I)(a)above} N.A. N.A. N.A. N.A. Total

(II)(b) Statement showing details of Depository Receipts (DRs), where underlying shares held by "Promoter and Promoter group" are in excess of 1% of the total number of shares

Sl.No.

Name of the DR Holder

Type of outstanding DRs (ADRs, GDRs, SDRs, etc.)

Number of Equity Shares underlying outstanding DRs

Shares underlying outstanding DRs as a percentage of total number of shares (i.e, Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

N.A. N.A. N.A. N.A. Total

9. Top ten shareholders as on the date of Information memorandum

Name of the shareholder No. of shares % of the total shares

Sanjay Arora 15,93,900 15.37Sandeep Sethi 15,41,400 14.87Gurupreet Sangla 9,00,000 8.68Harvinder Singh 9,00,000 8.68Satvinder Kaur 6,00,000 5.79Appreciate Fincap Pvt. Ltd. 8,43,600 8.14Kuldeep Kaur 3,75,000 3.62Drishti Overseas Pvt. Ltd. 1,65,600 1.60Amici Securities Ltd. 1,47,000 1.42Alka Sethi 1,12,500 1.08

ETT Limited

INDUSTRY OVERVIEW

The information in this section is derived from various government publications and other industry sources. Neither we nor any other person connected with the Issue have verified this information. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and accordingly, investment decisions should not be based on such information.

THE REAL ESTATE SECTOR IN INDIA

Real Estate sector covers residential housing, commercial offices, trading spaces such as theatres, hotels and restaurants, retail outlets and industrial buildings such as factories and government buildings. Real estate involves the purchase, sale and development of land, residential and non-residential buildings. The activities of the real estate sector encompass the housing and construction sector also.

The real estate sector in India has assumed growing importance with the liberalization of the economy. The consequent increase in business opportunities and migration of the labour force to towns and cities has, in turn, increased the demand for commercial and housing space, especially rental housing. Developments in the real estate sector are being influenced by the developments in the retail, hospitality and entertainment (e.g. hotels, resorts, cinema theatres) industries, community services (e.g. hospitals, schools) and IT and ITES (e.g. call centers) etc. and vice versa as well as owing to the fact that quality real estate development prompts raising of standards of retail, hospitality etc.

In recent years however, the real estate sector in India has exhibited a trend towards greater organisation and transparency, accompanied by various regulatory reforms. India leads the pack of top real estate investment markets in Asia in the coming years. The trend towards greater organisation and transparency has contributed to the development of reliable indicators of value and the organised investment in the real estate sector by domestic and international financial institutions, and has also resulted in the greater availability of financing for real estate developers. Regulatory changes permitting foreign investment are expected to further increase investment in the Indian real estate sector. The nature of demand is also changing, with heightened consumer expectations that are influenced by higher disposable incomes, increased globalisation and the introduction of new real estate products and services.

These trends have benefited from the substantial recent growth in the Indian economy, which has stimulated demand for land and developed real estate across the business lines. Demand for residential, commercial and retail real estate is rising throughout India, accompanied by increased demand for hotel accommodation and improved infrastructure. Additionally, tax and other benefits applicable to SEZs are expected to result in a new source of real estate demand.

Industry Characteristics

The real estate industry has the following characteristics:

� Capital Structure: Construction activities are often funded by the client who may make cash advances at different stages of construction, especially in residential projects.

ETT Limited

� Higher margin in commercial properties: Generally, a commercial project yields higher operating profit margins than a residential project.

� Leasing is an option for commercial properties: Unlike the residential properties (which are sold outright), commercial space is either leased or sold outright. Under the leasing option, the lease rentals received from tenants form a source of recurring cash flow for the developer. This apart, the property rights remains with the developer, enabling the property to be disposed of subsequently, if required.

� Contingent Liabilities: Due to project based work, real estate companies often carry substantial contingent liabilities in the form of guarantees in order to comply with specific client requirements.

� Development Risks: Profitability of each project is subject to risks of mis-pricing, adverse conditions, geological conditions, management of specification changes and the outcome of claims on competitions. As per AS-7 of the Indian accounting standards, construction companies are required to recognize all losses incurred and foreseeable in the respective accounting period.

� Credit Risk: Real estate developers usually secure project advances from clients to keep them committed to the projects.

� Approvals required for real estate projects: A number of approvals are required for real estate projects from regulatory/statutory authorities.

Key Segments in the Real Estate Industry:

Residential real estate development

The house construction activity has been on the upswing for the past few years, aided by population growth and urbanisation. Moreover, it has been observed that the boom is localised to the organised urban housing segment, extending to the relatively prosperous rural belts. This growth is being driven by the following factors:

� Faster growth in urban households as a result of nuclearisation and reduction of average size of household.

� Easy availability of housing finance and a favourable tax regime. � Conversion from slum, kutcha or semi-pucca in urban areas to pucca non-slums (driven by

income).

A large proportion of the above demand for houses, especially in urban centres such as Mumbai, Bengaluru, Delhi (Gurgaon, Noida) and Pune, is likely to come from high-rise residential buildings. Since this is a fairly new segment, the growth of the high-rise segment will be faster as compared to the growth of the urban housing segment. The reasons for the construction of high-rise apartment buildings are the lack of space in cities such as Mumbai and proximity to offices and IT parks in places such as Gurgaon, Bengaluru and Pune. The high-rise culture is gradually seeping into other cities such as Kolkata, Hyderabad and Chennai due to increasing affordability, nearness to IT/BPO parks and the township concept being embraced within close proximity to such IT/BPO parks.

Commercial real estate development

Commercial construction comprises construction of office space, hotels, hospitals, schools, stadiums etc. In India, most of the investment in this segment is driven by office space construction. Within office space construction activity, almost 70-75 percent of the demand comes from IT/BPO/call

ETT Limited

centres. The other key demand drivers include banking and financial services, FMCG and telecom. This dependency on IT/ITES is expected to continue due to India’s emergence as a preferred outsourcing destination, despite China and Russia also emerging as strong contenders.

Growth in commercial office space requirement is led by the burgeoning outsourcing and information technology (IT) industry and organised retail.

Retail real estate development

The increase in disposable incomes, demographic changes (such as the increasing number of working women, who spend more, the rising number of nuclear families and higher income levels within the urban population), the change in the perception of branded products, the growth in retail malls, the entry of international players and the availability of cheap finance will drive the growth in organised retail.

Movement towards smaller cities

India has four metros: Mumbai, Delhi, Kolkata and Chennai, and an equal number of mini metros: Bengaluru, Hyderabad, Ahmedabad and Pune. Initially, most retail players launched their ventures in the metros and mini metros. However, of late, the retail phenomenon is spreading to smaller cities. Players are entering these cities early to gain a first-mover advantage, that is, a larger customer base and a higher share of loyal customers. Over the past few years, the share of these cities in the percentage of organized retail has been growing steadily.

Hospitality

With the increase of disposable of income in the hands of upwardly mobile Indian middle class, the propensity of spending a larger portion of their income on tours and travels are going up. This factor, coupled with the changing lifestyle of Indian population and an increase in business travel due to a growing economy, has created demand for quality hotels/resorts across this country. In addition, India is also emerging as a major destination for global tourism which in turn pushing up the demand for hotels/resorts across India. This increasing demand for hotels/resorts across India, offers yet another opportunity for real estate development.

SEZs

India was one of the first countries in Asia to recognize the effectiveness of the Export Processing Zone (EPZ) model in promoting exports, with Asia’s first EPZ set up in Kandla in 1965. With a view to overcome the shortcomings experienced on account of the multiplicity of controls and clearances, absence of world-class infrastructure, an unstable fiscal regime and with a view to attracting greater foreign investment in India, the Special Economic Zones (SEZs) Policy was announced in April 2000.

This policy intended to make SEZs an engine for economic growth supported by quality infrastructure complemented by an attractive fiscal package, both at the Centre and the State level, with the minimum possible regulations.

SEZs are specifically delineated duty free enclaves deemed to be foreign territories for purposes of Indian custom controls, duties and tariffs.

ETT Limited

BUSINESS OF THE COMPANY

OVERVIEW

ETT Limited is a Company incorporated in the year 1993 under the Companies Act, 1956. Brief profile of the Company is detailed hereunder:

� ETT Limited is primarily engaged in the business of development and management of Software Technology Centers, Multimedia Houses, Information Technology Parks and other related activities. The Company is promoted by Senior Technocrats from a well known Development Group focusing on Infrastructure projects in the North region of India and has good Infrastructure project base in NCR of Delhi.

� ETT Group with a grand history of 20 years, has grown into a multi dimensional organization whilst excelling in the field of Real Estate Development and providing intelligent and environment friendly Office Complexes, Townships, Boutique Hotels and IT / ITeS Parks.

� Today, the ETT Group services the real estate needs of rapidly growing industry and related community from its Corporate Headquarters based out in NCR of Delhi having highly experienced Company Executives, a fully staffed Marketing Department, the Commercial and Home Division and in-house property management services through dedicated Techno-Mechanical teams.

� The business activities of the Company rest on the principles of high quality construction technology and highest degree of customer satisfaction. Apart from construction excellence, the Company offers design elegance in all its real estate projects. The Company pride itself in fostering innovative thinking and keeping itself attuned to the potential changes that the future holds.

� The ETT Group has been set up with a clear focus to augment overall productivity and growth through its projects, which are conceived keeping in view the present day requirements of big Corporate in terms of quality construction, state of art facilities and large working floor plates.

� ETT Limited with its contemporary approach, keenness to always strategize for achieving better results and reaching new heights with openness and clear focus in adopting latest technology created its first project, ‘Express Trade Towers 1’, as the most exciting initiative for global Information and Communication Technology (ICT) Industry. ‘Express Trade Towers 1’ located at Sector 16A, Noida was later on sold to IL&FS Trust Company Ltd., as a going concern, in the year 2012.

� The Company has developed a multistoried office building known as ‘Express Trade Towers 3’ at Sector – 34, Gurgaon.

� ‘Express Trade Towers 2’, an IT park located at Sector – 132, Noida is developed by a subsidiary of ETT Limited.

ETT Limited

The overview of the projects of the Company is elaborated below:

Express Trade Towers 1

� ‘Express Trade Towers 1’, located in Sector 16A, Noida and stretched on a land admeasuring 8,000 sq. m. is the first project of its kind in this region. The constructed land area of the building is approx. 4,00,000 sq. ft.

� The building was constructed in 2004 for usage by IT, BPO, Multimedia Centers & MNCs and is fully operational today after a successful launch. The beauty, marksmanship, facilities and location, positioned in the verge of Delhi and Noida, contributes to the success of ETT.

� The building confirms to International Design standards, the National Building Code, TAC Standards for fire protection and the guidelines laid down by the U.S. Green Building Council for Green Buildings globally.

� The office complex of the building has two basements and ten floors of office area having large contiguous floor plates. It is now one of the best design complex in India from stylish lobby to the best of amenities, with high speed digital access management system.

� Renowned clientele of ETT Group includes: a. CNBC/TV18 b. Triveni Engineering & Industries Ltd. c. J C Penney Purchasing Corporation d. HPCL Mittal Energy Ltd. (a Lakshmi Mittal group company) e. Geoenpro Petroleum Ltd. (a Jubilant group company) f. Aristocrat Technologies India Pvt. Ltd. g. Opera Solutions Management Consulting Services Pvt. Ltd. h. Conax Access Systems Private Limited i. Freescale Semiconductor India Pvt. Ltd. j. Amway India Enterprises Pvt. Ltd.

� The Project was sold to IL&FS Trust Company Ltd. in the year 2012.


� ‘Express Trade Towers 2’, an IT park having a plot area of 20,116 sq. mtrs., located at Sector – 132, Noida is developed by York Calltech Pvt. Ltd., a subsidiary of ETT Limited.

� The location of the premises boasts of an attractive view comprising of beautiful housing complex and structured developed area with adequate lighting, community services centre and other utility support services.

ETT Limited

� The building consists of four blocks, connecting to each other through an architectural delight, though connected but still independent to each other. Four blocks comprise of two blocks of ten & eight floors and two blocks of six floors each.

� The building has large contiguous floor plates of approximately 1 Lakh Sq. Ft. each, from the Ground to 6th Floor and with Internal floor accessibility on higher floor levels, which have been designed taking into consideration the communication needs of software professionals and the way in which they work involving team-sized workplaces, informal activity and learning areas.

� The building provides a world-class ambience within the offices and outside so that creativity and efficiency of the occupants is enhanced.

� Following amenities are available at the Building:

1. Healthy and comfortable air-conditioning. 2. Potable water. 3. Energy saving through usage of double-glazed glass. 4. Productive work spaces. 5. Common food courts and cafetaria. 6. Business lounge and driver’s room. 7. Ample reserved vehicle parking. 8. Centralised security / safety / access control / BMS / LAN connectivity. 9. Plug-in services for broadband connectivity, voice connectivity.

� Following are the major clients at the Building: 1. NetAmbit Infosource & e Services Pvt. Ltd. 2. Sears Sourcing India Pvt. Ltd.


� The Company has developed a multistoried office building known as ‘Express Trade Towers 3’ at Plot no. 79, Sector – 34, Gurgaon over a land measuring 3,948 sq. m. Gurgaon, prominently known as Cyber City, is one of the most sought after destinations for MNCs, Corporate and Investors, as it offers world class standard of living and a globally comparable business. The project is an office complex having two basements for dedicated parking and seven floors (ground plus 6 floors) of office area.

� The project site is strategically located within the NCR region at a road distance of about 5 Km from Delhi and is strategically located on main NH - 8, next to Hero Honda Chowk. The buildings on both the sides of NH - 8 are occupied by various multi national corporates and the area is hub for ITES segment. The area is fully developed having support facilities like housing and transportation for the occupants / manpower employed with the prospective customers with in the vicinity of 2 to 4 km.

� The Company offers the following facilities at the Project :

1. 100% power back-up

ETT Limited

2. Healthy and comfortable air conditioning 3. Potable water 4. Flexi-time utilisation 5. Ample reserved vehicle parking 6. Centralised security / safety / access control / BMS / LAN connectivity.

� FL Smidth Pvt. Ltd., an Indian arm of FLSmidth Group, is occupying 1st and 2nd floors of the building.

ETT Limited

THE VISION OF PRINCIPAL PROMOTERS

The Vision: Driven by the spirit of challenge, we will add value to life and together, prosper globally.

The Goal: Focus on long-term real estate business potential and growth. To provide the perfect real estate investments for different people with different walks of life and to provide unparalleled service to our clients and maintain integrity in everything we say and do.

The Corporate Philosophy: To continue growth by leading National and International Standards and Ethical means, in harmony with the environment, ensuring customer delight, business associates trust and social responsibility.

The Enduring Values: To provide customer satisfaction, through team work, based on honesty and integrity, for continuous growth and development. We at ETT Group keep in view current requirements of major corporate in terms of quality construction, state of art facilities and large working floor plates in all our upcoming and existing projects.

The Corporate Governance: The Company believes that the great companies are built on the foundation of good governance practices. Corporate governance is all about effective management of relationship among constituents of the system, i.e., the clients, management, employees, vendors and the community at large. Our Company strongly believes that this relationship can be built & strengthened through corporate fairness, transparency and accountability. Due to the broad vision of Directors, prime importance is given to reliable financial information, integrity, transparency, empowerment and compliance with law in letter and spirit.

CORPORATE GOVERNANCE & PHILOSOPHY ON CODE OF GOVERNANCE

The Company believes in and has consistently focused on good Corporate Governance and its primary objective is to create and adhere to a corporate culture of conscience and consciousness, integrity, transparency and accountability for efficient and ethical conduct of business to enable the management to meet its obligations towards stakeholders including shareholders, tenants, contractors, suppliers, creditors, employees, Government and the society at large. Corporate Governance is based on the principles of integrity, fairness, equity, transparency, accountability and commitment to values. Good governance practices stem from the culture and mindset of the organisation. The Board of Directors believes in managing the Company affairs efficiently and in a responsible manner. The Board of Directors envisages the attainment of a higher level of transparency and accountability in the functioning of Company and the conduct of its business internally and externally.

THE MISSION

As the world’s fastest growing free market democracy moves ahead on its high growth trajectory, sustainability issues will increasingly impact perception in the eyes of all stakeholders in the emerging India reality. Institutional and Equity investors will look for responsible companies that plan for the longer term. Employees will want to work for global organisations that they can be proud of. Consumers faced with a choice of infrastructure availability, will pick out those companies that demonstrate greater environmental sensitivity. Governments too are rolling red carpet for those companies, which, they believe will enhance their communities.

ETT Limited

ETT Limited, with its core competence in delivering Environment Friendly structures that conserve National resources and Fossil fuel, has a clear focus to design, develop, create SEZs, IT, ITeS and Multimedia complexes that have better connectivity both in terms of its contemporary approach and broadband connectivity that makes Express Trade Towers most exciting initiative for the GlobalInformation and Communication Technology (ICT) Industry. Conceptualized in the year 2002, ETT has since grown into a thriving dynamic ISP hub, hosting renowned Multinationals, foreign-owned and home-grown Indian companies focused on IT, ITeS, multimedia and communications products, solutions, services including research and development by Two of our existing clients at Express Trade Towers.

THE QUALITY POLICY

The ETT Group believes in developing and constructing aesthetically designed, economically viable IT parks, SEZs and commercial complexes. We believe our buildings should reflect engineering excellence with a view to provide complete customer satisfaction. The quality of our products / services should result in complete value for our clients.

THE CULTURE

The ETT Group’s design team has developed substantial expertise and a reputation for creative solutions in the design of GREEN structures, specialized Multimedia offices, Industrial, Institutional multifamily and special use projects across Northern India. A team of competent qualified professionals has been selected to conceptualize, design and plan execution of the project. The ETT Group runs on a functionalised structure and the project team broadly consists of Architects, senior level Managers, Planners, highly motivated and enthusiastic Engineers, Supervisors and Site staff, who all brings years of hands-on experience and project handling capabilities to consistently deliver on time. Alongside is an extensive Marketing, Legal and Administrative team. Training, new skills improvement, cross-functional experiences and open-ended learning are HR tenets that drive the ETT management ethos.

THE RATIONALE FOR PRESENCE

The Company’s presence is not only advisable but also absolutely imperative from a national perspective for the following reasons:

1. With an increase in overall IT and ITeS segment, the need for housing the growing manpower and providing better infrastructure to these companies has increased;

2. Due to large Industrial growth and development, there is increase in pollution, environmental exploitation and ecological degradation; and

3. Judiciary is stepping in to protect citizen interests in India.

ETT with its rich experience in creating these GREEN, Eco friendly structures, will contribute in providing tomorrow’s technology today.

Even the minute detailing is simulated before creating these buildings that augments people’s productivity, be it, the bicycle tracks / racks, sharing transport facilities, multi-storied buildings with sufficient underground parking or provision for rain water harvesting, garden roofs, recycling of water etc. We take pride in maintaining equilibrium to conserve Energy and Atmosphere by making buildings designed to minimize energy usage and by following International guidelines.

ETT Limited

ADVANTAGE OF EXPRESS TRADE TOWERS

As global economic activity increases, so does man’s demand on his environment. Today, realization is growing that our salvation, and that of future generations, lies in ensuring minimum depletion of our natural resources and developing appropriate technologies and practices for adequate and timely replacement. As India grows faster and looks to meet its growing energy demands, the “Sustainability Challenge” arising out of managing emissions and finding renewable sources of energy will emerge as a primary concern.

The ETT Group with this unique corridor will continue to attract leading ICT companies of the world to locate their industries in Express Trade Towers and undertake research, develop new products and technologies and export from this base. Express Trade Towers would provide an ideal growth environment for Indian ICT SMEs to transform themselves into world-class companies. Furthermore, ETT also welcomes countries to use its highly advanced Infrastructural Facilities as a global test bed for ICT applications and a hub for their operations in India.

Key deliverables, facilities & amenities provided by ETT

Catering to needs of Client Employees � Healthy and comfortable air-conditioning � Potable water � Availability of Hygienic food in common Cafeterias � Flexi-time utilization � Fitness and de-stressing facilities � Childcare facilities� Ample Reserved Vehicle parking

Services mutually beneficial to Client and Promoters � Centralized security/safety/access control and IBMS / LAN connectivity � Plug-in services for broadband connectivity, voice connectivity � Centralized UPS power � Common back-of-house services � Business Centre facilities

Social commitment� Maximum green cover and light � Environment noise and air pollution � Water and garbage disposal � Renewable energy devices � Energy efficiency � Certification as an ECO friendly ‘Green Building’

Subsidiaries of the Company

As on date, the Company is having following subsidiaries:

ETT Limited

ETT Limited (Holding Company)

Auxin Engineering Ltd. (Wholly Owned Subsidiary)

Valley Computech Ltd. (Wholly Owned Subsidiary)

York Calltech Pvt. Ltd. GST Hotel & Resorts Pvt. Ltd. Ambience Buildtech Pvt. Ltd. (Wholly Owned Subsidiaries)

Shareholders Agreements

At present, there are no shareholders agreements between the Company and any other person.

Material contracts

There is no material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company), executed or entered into by the Company.

Strategic/Financial Partners

The Company, as on date, has no strategic or financial Partners.

ETT Limited

PROPERTIES

The registered office of the Company is situated at 17, Hemkunt Colony, New Delhi – 110 048. The Property details of the Company are as follows:

Properties Owned

Sl.No.

Title/Ownership/ Consideration

Nature Location/ Registration

Area Khasra/ Khatauni

1. ETT Ltd. (formerly Indian Express Multimedia Ltd.)

Date of Agreement: 13.2.2006 vide Deed of Sale

Consideration(including stamp duty): Rs. 7,79,400/-

Freehold Land

Vendor:Ms. Nisha Juneja

Vendee: IndianExpressMultimedia Ltd.

Village Kalindi, New Delhi

Registration:Registered with Sub-registrar–V, New Delhi vide entry no. 2,257, book no. 1, volume no. 5,887 on pages 12 to 29 dated 13/02/2006.

Totalproperty of area 269 squareyards.

17, Basement, Hemkunt Colony, New Delhi – 110 048

2. ETT Ltd. (formerly Indian Express Multimedia Ltd.)

Date of Agreement: 29.05.2007 vide Deed of Conveyance

Consideration(including stamp duty and other transfer charges):Rs. 1,88,06,002/-

Freehold Land

Vendor:Haryana Urban Development Authority, Gurgaon

Vendee: IndianExpressMultimedia Ltd.

Registration:Registered with Sub-registrar, Gurgaon vide entry no. 5,022, book no. 1, volume no. 9,753 on page no. 141 dated 30/05/2007.

Totalproperty of area 4721.8 squareyards.

Plot no. 79, Sector – 34, EHTP,Gurgaon.

Properties on Lease

Sl. No. Details of the Properties 1. Date & Tenure Registered Lease dated 08.12.2006

Tenure: 90 Years from 08.12.2006

Details of Property Leased Plot no. 36, Block – B, Sector – 132, Noida – 201 301 Uttar Pradesh

Area: 20,116.00 sq. m.

Lease Rental: One time lease rental paid

Registration Particulars: Registered with Sub-Registrar, Noida vide Lease Deed dated 08.12.2006

ETT Limited

INTELLECTUAL PROPERTY

Trade Mark

The trade mark of the Company is registered with Trade Marks Registry having following details:

Trade Mark No. 1597477 Class 37 (Thirty Seven) Trade Mark “ETT” Trade Mark Image

Period of User January, 2003 Certificate Detail Certificate No. 877811 dated March 31, 2010 Valid / Renewed upto September 5, 2017 Proprietor Name ETT LTD. Proprietor Address 17, Hemkunt Colony, New Delhi – 110 048 Status Registered

There are no trademarks (other than mentioned above) and services marks, which have been registered or used by the Company.

Other IPRs

The Company does not have any intellectual property rights in the nature of trademarks, copyrights, designs or patents, except in trademarks mentioned herein above.

No patents or utility models have been applied for or granted to or used by the Company. There are no employee inventions or any compulsory licenses, which may be or have been granted in respect thereof. There are no material inventions used by the Company in respect of which patents have not yet been applied for or granted. There are no registered designs applied for or used by the Company.

There are no actual or threatened litigation or opposition proceedings relating to any intellectual property rights used by the Company.

Details of Secured loans and charge on the property

Post the closure of the financial year ended 31st March, 2013, the Company availed the equitable mortgage loan amounting to Rs. 16 Crore from Bajaj Finance Ltd., a Non-banking Financial Company creating charge on Company’s immovable property situated at Plot no. 79, Sector 34, Gurgaon – 122 001 (Haryana) on 1st July, 2013.

ETT Limited

HISTORY AND OTHER CORPORATE AFFAIRS

The Company was originally incorporated under the Companies Act, 1956 as a Private Limited Company with the name and style as “Indian Express Media Pvt. Ltd.” vide Certificate of Incorporation no. 11-75092 dated November 11, 1993, issued by the Registrar of Companies (ROC), Maharashtra at Mumbai. The Company became a Deemed Public Limited Company under Section 43A(1) of the Companies Act, 1956 w.e.f. March 25, 1995 and necessary endorsement was made on the Certificate of Incorporation by the ROC, Maharashtra on April 19, 1995. The name of the Company was changed to Indian Express Multi Media Ltd. vide fresh Certificate of Incorporation dated June 14, 1995, issued by the ROC, Maharashtra. The Company got the word “Private” added to its name w.e.f. February 15, 2001 under Section 43A(2A) of the Companies Act, 156 after deletion of the provisions of Section 43A. The Company was converted into a Public Limited Company and fresh Certificate of Incorporation was issued by the ROC, Maharashtra on December 24, 2002.

The registered office of the Company was shifted from the state of Maharashtra to NCT of Delhi vide order dated October 30, 2003 passed by the Hon’ble Company Law Board, Western Region Bench, Mumbai. The ROC, NCT of Delhi & Haryana registered the CLB Order and allotted a new registration no. U22122DL2003PLC123728 to the Company on December 29, 2003.

The name of the Company was changed from Indian Express Multimedia Ltd. to its present name ‘ETT Ltd.’ vide Fresh Certificate of Incorporation dated June 1, 2007 issued by the ROC, NCT of Delhi & Haryana.

Amalgamation of Amici India Ltd. (the Transferor Company) with ETT Ltd. (the Transferee Company) in terms of the Scheme of Amalgamation framed under Sections 391 and 394 of the Companies Act, 1956, was approved by the Hon’ble High Court of Delhi vide its order dated April 30, 2007. The Transferor Company – Amici India Ltd. was listed on Delhi, Ludhiana and Ahmedabad Stock Exchanges before merger. Pursuant to the Scheme of Amalgamation, the Transferee Company – ETT Ltd. has also been listed on the Delhi, Ludhiana and Ahmedabad Stock Exchanges as per the approval given by the Securities and Exchange Board of India (SEBI) vide its letter no. CFD/DIL/NB/SC/121445/2008 dated March 26, 2008.

The Registration Number of the Company was further changed to L22122DL1993PLC123728 after listing of the Company on Delhi, Ludhiana and Ahmedabad Stock Exchanges.

MAIN OBJECTS

The main objects of ETT Limited, as set out in its Memorandum of Association, are as follows:

1. To create programmes for the various publications, Television, Radio and Other multiple media, the programmes may include documentaries, films, marketing literature advertisement and commercial material, fictional serials, feature films, audio-visuals and any other programme having an entertainment or educational impact.

2. To carry on the business of manufacturing, developing, buying, selling, assembling, reassembling, contracting, sub-contracting, engineering, outsourcing, marketing, importing, exporting, designing, leasing, distributing, altering, providing structures, servicing, processing and dealing in all types of application in Information Technology Sector, Software, Communication and Multimedia including client/server technologies, management information technology sector, Management Information System (MIS), Enterprise Resource Planning (ERP), Manufacturing & Resource Planning (MRP), Desk Top Publishing (DTP), data entry, data transfer, electronic data processing,

ETT Limited

Local Area Network (LAN), providing system integration services, internet and intranet based applications, e-mail based solutions, web hosting, web designing, virtual hosting, e-commerce, extranets, networking, hardware, satellite based networking, software technology parks and call centers, construction of multimedia houses, whether in India or abroad, for use in in-house or for rent or lease or any arrangement for and on behalf of others including contracts, jobwork, advising and consultancy.

3. To carry on in India or abroad as importers, exporters, merchants, general order suppliers, commission agents, lessors, representatives, distributors, royalty owners, contractors, service providers, space providers, auctioneers, guarantors, brokers, indent agents, mercantile agents, passage agents, factors, organizers, concessionaires, Sole- agents, Sub-agents for the items, businesses and services as stated in sub clause (1) and (2) above.

4. To appoint dealers and establish sales depots, retail outlets, work stations and service agents for India or overseas principals for products, items, businesses and services as stated in sub clause (1) and (2) above.

ETT Limited

OUR MANAGEMENT

We currently have 8 Directors on our Board. The following table sets forth details regarding the Board of Directors as on the date of this Information Memorandum:

Details of Board of Directors Name & Designation Age

(years) Address Directorship in other Companies

(as on March 31, 2013) Mr. Sandeep Sethi,Managing Director

51 S – 169, Greater Kailash – II, New Delhi – 110 048

1. Ambience Buildtech Pvt. Ltd. – Director 2. Amici Securities Limited – Director 3. Anmol Buildcon Pvt. Ltd. – Director 4. Anchal Exim Pvt. Ltd. – Director 5. Auxin Engineering Ltd. - Director 6. Drishti Overseas Pvt. Ltd. – Director 7. Express Infocom Pvt. Ltd. – Director 8. Express Softpark Pvt. Ltd. – Director 9. GST Hotel & Resorts Pvt. Ltd. – Director 10. Ratna Software Architects Consultancy Pvt.

Ltd. - Director 11. Silvertone Info Systems Pvt. Ltd. – Director 12. Uniheights Infrastructure Pvt. Ltd. – Director 13. Valley Computech Ltd. – Director 14. York Calltech Pvt. Ltd. – Director

Mr. Gurupreet Sangla,Jt. Managing Director


1. Ambience Buildtech Pvt. Ltd. – Director 2. Anmol Buildcon Pvt. Ltd. – Director 3. Appreciate Fincap Pvt. Ltd. – Director 4. Auxin Engineering Ltd. - Director 5. Baba Multimedia Pvt. Ltd. – Director 6. Dwarkadhish Realtors Pvt. Ltd. – Director 7. Express Softpark Pvt. Ltd. – Director 8. Genesis Buildwell Pvt. Ltd. – Director 9. Genius Builders Pvt. Ltd. – Director 10. Genius Infrastructures Pvt. Ltd. – Director 11. GST Hotel & Resorts Pvt. Ltd. – Director 12. Kanahiya Infrastructure Pvt. Ltd. – Director 13. MGS Infotech Research & Solutions Pvt.

Ltd. – Director 14. Spring Infrastructure Pvt. Ltd. – Director 15. Valley Computech Ltd. – Director 16. York Calltech Pvt. Ltd. – Director

Mr. Harvinder Singh, Executive Director


1. Ambience Buildtech Pvt. Ltd. – Director 2. Anmol Buildcon Pvt. Ltd. – Director 3. Apex Biotechnologies Pvt. Ltd. – Director 4. Appreciate Fincap Pvt. Ltd. – Director 5. Auxin Engineering Ltd.- Director

ETT Limited

6. Baba Multimedia Pvt. Ltd. – Director 7. Baba Ventures Pvt. Ltd. – Director 8. Express Softpark Pvt. Ltd. – Director 9. Genius Buildwell Pvt. Ltd. – Director 10. GST Hotel & Resorts Pvt. Ltd. – Director 11. HMC Software Park Pvt. Ltd. – Director 12. KSS Infotech Solutions Pvt. Ltd. – Director 13. Noida Management System Pvt. Ltd. –

Director 14. Valley Computech Ltd. – Director 15. York Calltech Pvt. Ltd. – Director

Mr. Sanjay Arora, Executive Director

48 17, Godavari Apartments, Alaknanda, Kalkaji, New Delhi – 110 019

1. Ambience Buildtech Pvt. Ltd. – Director 2. Amici Securities Ltd. – Director 3. Anchal Exim Pvt. Ltd. – Director 4. Anmol Buildcon Pvt. Ltd. – Director 5. Auxin Engineering Ltd. - Director 6. Drishti Overseas Pvt. Ltd. – Director 7. Express Infocom Pvt. Ltd. – Director 8. Express Softpark Pvt. Ltd. – Director 9. GST Hotel & Resorts Pvt. Ltd. – Director 10. Ratna Software Architects Consultancy Pvt.

Ltd. - Director 11. Silvertone Info Systems Pvt. Ltd. – Director 12. Uniheights Infrastructure Pvt. Ltd. – Director 13. Valley Computech Ltd. – Director 14. York Calltech Pvt. Ltd. – Director

Mr. Harjit Singh Kalra, Independent Director

63 E – 286, Greater Kailash – II, New Delhi – 110 048

1. Super Cargo India Pvt. Ltd. – Director 2. Supergolden Movers Pvt. Ltd. – Director

Mr. Ratinder Pal Singh Bhatia, IndependentDirector

45 D – 44, Rajouri Garden, New Delhi – 110 027

1. RR Builders & Furnishers Pvt. Ltd. - Director

Mr. Rajvir Sharma, IndependentDirector

52 H.No. 493 B, Sector – 49, Sainik Colony, Faridabad – 121 001 (Haryana)

NIL

Mr. Aman Batra, IndependentDirector

31 C – 2, East of Kailash, New Delhi – 110 065

NIL

Change in our Board of Directors in the last three years

Name of Directors Date of appointment/ Resignation

Change

Mr. Sukhwant Singh Manchanda November 18, 2011 Resigned

ETT Limited

Mr. Aman Batra May 15, 2012 Appointed

Brief profile of Directors [other than Promoter Directors]:

1. Mr. Harjit Singh Kalra, aged 63 years, has a vast experience in the field of real estate, infrastructure and transportation business. A matured and experienced personality of his field, he is one of the pioneer and leading Transporters of Delhi for last several years.

2. Mr. Ratinder Pal Singh Bhatia, aged 45 years has a vast experience in the field of real estate and infrastructure development business. A dynamic, result oriented businessman, is engaged in the manufacture of wooden furniture. He is a leading importer of wooden furniture.

3. Mr. Rajvir Sharma, aged 52 years has over 20 years of rich experience in Top Indian and Multinational Companies engaged in Consumer Durables, FMGT and is currently serving IT enabled industry. He has cross-functional experience in Administration, Finance, Sales and Logistics.

4. Mr. Aman Batra, aged 31 years, is a Commerce Graduate and holds a diploma in Export Management. A vibrant and young businessman, is having a rich experience in Textile and Textile processing business.

For details on our Promoter Director, please refer to the section “Promoters” in this Information Memorandum.

Remuneration of Directors

The Company has a policy of payment of remuneration to the Managing Directors and the Whole Time Directors of the Company. Non-Executive Directors of the Company are being paid sitting fees to attend the meeting of the Board of Directors. Directors’ Remuneration as on the date of Information Memorandum is as follows:

Name of the Director Sitting Fees Per Meeting(In Rs.)

Salary Per Month (In Rs.)

Total Amount Per Month / Meeting

(In Rs.) Mr. Sandeep Sethi NIL 1,25,000/- 1,25,000/-Mr. Gurupreet Sangla NIL 1,25,000/- 1,25,000/-Mr. Harvinder Singh NIL 1,00,000/- 1,00,000/-Mr. Sanjay Arora NIL 1,00,000/- 1,00,000/-Mr. Ratinder Pal Singh Bhatia 2,500/- NIL 2,500/-Mr. Harjit Singh Kalra 2,500/- NIL 2,500/-Mr. Rajvir Sharma 2,500/- NIL 2,500/-Mr. Aman Batra 2,500/- NIL 2,500/-

Detailed terms of appointment and remuneration of the Managing Directors and the Whole Time Directors of the Company are as follows:

1. Mr. Sandeep Sethi, Managing Director

Mr. Sandeep Sethi was initially appointed as an Additional Director of the Company on July 5, 2002. He was appointed as Managing Director of the Company w.e.f. February 21, 2003 for a

ETT Limited

period of 2 (two) years in terms of the provisions of Sections 198, 269, 309 and 310 read with Schedule XIII of the Companies Act, 1956. He was re-appointed as Managing Director of the Company w.e.f. February 21, 2005 for a further period of 5 (five) years. The Board changed his designation from Managing Director to Jt. Managing Director of the Company w.e.f. April 2, 2007 for remaining period of his tenure. He was further re-appointed and redesignated as Managing Director of the Company for a term of five years with effect from February 21, 2010, with no variation in terms and conditions of appointment and remuneration.

Tenure : 5 Years (from February 21, 2010 to February 20, 2015).

Remuneration: Rs. 1,25,000/- per month.

The break-up of his remuneration is as follows:

Sl. No. Particulars Amount (in Rs.) Salary and other Allowances

1. Basic Salary (p.m.) 55,000/-2. House Rent Allowance (p.m.) 27,500/-3. Transport Allowance (p.m.) 7,500/-4. Education Allowance (p.m.) 7,500/-5. City Compensatory Allowance (p.m.) 27,500/-

Total 1,25,000/-Other Perquisites

1. Health Insurance Premium (Annual) (including Service Tax and Education Cess)

20,555/-

2. Personal Accident Insurance (Annual) (including Service Tax and Education Cess)

2,366/-

The following perquisites will not be included in the aforesaid remuneration:

a. Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961;

b. Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service; and

c. Encashment of leave at the end of tenure.

2. Mr. Gurupreet Sangla, Jt. Managing Director

Mr. Gurupreet Sangla was initially appointed as an Additional Director of the Company on July 5, 2002. He was appointed as Managing Director designated as Jt. Managing Director of the Company w.e.f. February 21, 2003 for a period of 2 (two) years in terms of the provisions of Sections 198, 269, 309 and 310 read with Schedule XIII of the Companies Act, 1956. He was re-appointed as Jt. Managing Director of the Company w.e.f. February 21, 2005 for a further period of 5 (five) years. The Board changed his designation from Jt. Managing Director to Managing Director of the Company w.e.f. April 2, 2007 for remaining period of his tenure. He was further re-appointed and redesignated as Joint Managing Director of the Company for a term of five years with effect from February 21, 2010, with no variation in terms and conditions of appointment and remuneration.

Tenure : 5 Years (from February 21, 2010 to February 20, 2015).

ETT Limited



Sl. No. Particulars Amount (in Rs.) Salary and other Allowances1. Basic Salary (p.m.) 55,000/-2. House Rent Alowance (p.m.) 27,500/-3. Transport Allowance (p.m.) 7,500/-4. Education Allowance (p.m.) 7,500/-5. City Compensatory Allowance (p.m.) 27,500/-

Total 1,25,000/-Other Perquisites1. Health Insurance Premium (Annual) (including

Service Tax and Education Cess) 11,343/-

2. Personal Accident Insurance (Annual) (including Service Tax and Education Cess)

2,366/-





3. Mr. Harvinder Singh, Executive Director

Mr. Harvinder Singh was appointed as Director of the Company on October 21, 2002. The members of the Company in Annual General Meeting held on September 27, 2008 approved the appointment and remuneration of Mr. Harvinder Singh as Whole Time Director to be designated as “Executive Director” for a period of three years with effect from October 1, 2008 in terms of the provisions of Sections 198, 269, 309 and 310 read with Schedule XIII of the Companies Act, 1956. He was further reappointed as Whole Time Director for a period of three years with effect from October 1, 2011, with no variation in terms and conditions of appointment and remuneration.

Tenure : 3 Years (from October 1, 2011 to September 30, 2014).



Sl. No. Particulars Amount (in Rs.)Salary and other Allowances

1. Basic Salary (p.m.) 45,000/-2. House Rent Allowance (p.m.) 22,500/-3. Transport Allowance (p.m.) 5,000/-4. Education Allowance (p.m.) 5,000/-

ETT Limited

5. City Compensatory Allowance (p.m.) 22,500/-Total 1,00,000/-





4. Mr. Sanjay Arora, Executive Director

Mr. Sanjay Arora was appointed as Director of the Company on July 5, 2002. The members of the Company in Annual General Meeting held on September 27, 2008 approved the appointment and remuneration of Mr. Sanjay Arora as Whole Time Director to be designated as “Executive Director” for a period of three years with effect from October 1, 2008 in terms of the provisions of Sections 198, 269, 309 and 310 read with Schedule XIII of the Companies Act, 1956. He was further reappointed as Whole Time Director for a period of three years with effect from October 1, 2011, with no variation in terms and conditions of appointment and remuneration.

Tenure : 3 Years (from October 1, 2011 to September 30, 2014).



Sl. No. Particulars Amount (in Rs.) Salary and other Allowances

1. Basic Salary (p.m.) 45,000/- 2. House Rent Allowance (p.m.) 22,500/- 3. Transport Allowance (p.m.) 5,000/- 4. Education Allowance (p.m.) 5,000/- 5. City Compensatory Allowance (p.m.) 22,500/-

Total 1,00,000/-





ETT Limited

Shareholding of the Directors as on the date of Information Memorandum

In terms of Article no. 93 of the Articles of Association of the Company, Directors are not required to hold any qualification shares.

Name of the Director No. of Equity shares held

% of Equity shares held

Mr. Sandeep Sethi 15,41,400 14.87 Mr. Gurupreet Sangla 9,00,000 8.68 Mr. Harvinder Singh 9,00,000 8.68 Mr. Sanjay Arora 15,93,900 15.37 Mr. Ratinder Pal Singh Bhatia NIL NIL Mr. Harjit Singh Kalra NIL NIL Mr. Rajvir Sharma NIL NIL Mr. Aman Batra 48,600 0.47

Corporate Governance

Our Board of Directors has been constituted in compliance with the Companies Act, 1956 and Listing Agreements with the Stock Exchanges. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas.

The Board has 8 (eight) Directors. Besides Executive Chairman, the Board comprises 3 (three) Executive Directors and 4 (four) Non-Executive Independent Directors. Further, in compliance with Clause 49 of the Listing Agreement to the extent applicable to a company seeking listing, the following committees have been formed:

Committees of the Board

Audit Committee

(a) Terms of Reference

The Audit Committee has been re-constituted on August 10, 2007 pursuant to the provisions of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. The Audit Committee is responsible for effective supervision of the financial reporting process, ensuring financial and accounting controls and compliance with financial policies of the Company. The other roles and terms of reference of Audit Committee covers areas mentioned under Clause 49 of Listing Agreement and Section 292A of the Companies Act, 1956, besides other terms as may be referred by the Board of Directors from time to time.

(b) Composition

The composition of the Audit Committee meets the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. All the Members of the Audit Committee are financially literate.

The Audit Committee of the Company comprises of the following Directors:

1. Mr. Harjit Singh Kalra - Chairman (Independent Director) 2. Mr. Ratinder Pal Singh Bhatia - Member (Independent Director)

ETT Limited

3. Mr. Rajvir Sharma - Member (Independent Director) 4. Mr. Sandeep Sethi - Member (Promoter Director)

Ms. Puniti Sharma, Company Secretary of the Company is the Secretary of the Committee.

(c) Role of the Audit Committee

The role of the audit committee includes the following:

1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: a. Matters required to be included in the Director’s Responsibility Statement to be

included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956

b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment

by management d. Significant adjustments made in the financial statements arising out of audit

findings e. Compliance with listing and other legal requirements relating to financial

statements f. Disclosure of any related party transactions g. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval

5A. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

6. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

8. Discussion with internal auditors any significant findings and follow up there on. 9. Reviewing the findings of any internal investigations by the internal auditors into

matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

12. To review the functioning of the Whistle Blower mechanism, in case the same is existing.

ETT Limited

12A. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

13. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Investors’ Grievance Redressal Committee


In compliance with the requirements of the Corporate Governance under the Listing Agreement with the Stock Exchange, the Company has constituted an “Investors’ Grievance Redressal Committee” on August 10, 2007 to look into the issues relating to shareholders including share transfer, complaints, share transmission etc. The Committee oversees performance of the Registrar and Transfer Agents.

(b) Composition

The Investors’ Grievance Redressal Committee comprises of the following Directors:

1. Mr. Rajvir Sharma - Chairman (Independent Director) 2. Mr. Sanjay Arora - Member (Promoter Director) 3. Mr. Harjit Singh Kalra - Member (Independent Director)

Remuneration Committee


The Remuneration Committee of the Board had been constituted on January 30, 2008. The Remuneration Committee shall have the power to determine / review the Company’s policy on specific remuneration packages including pension rights and other compensation for managerial persons and for this purpose, the Remuneration Committee shall have full access to information contained in the records of the Company and external professional advice, if necessary.

(b) Composition

The Remuneration Committee of the Board consists of three Directors, all of them being Non-Executive and Independent Directors.

1. Mr. Rajvir Sharma - Chairman (Independent Director) 2. Mr. Ratinder Pal Singh Bhatia - Member (Independent Director) 3. Mr. Harjit Singh Kalra - Member (Independent Director)

(c) Remuneration Policy of the Company

The Managing Directors and the Executive Directors of the Company are entitled for payment of remuneration as decided by the Board as per the provisions of the Companies Act, 1956. However, at present, remuneration is payable to Managing Directors and Executive Directors only. Non-Executive Directors are being paid sitting fees for attending Board Meetings.

Payment / Interests or benefits to Directors / officers of our Company

All the Directors, including the Independent Directors, may be deemed to be interested to the extent of fees and expenses, paid to them for attending meetings of the Board or a committee thereof and to the

ETT Limited

extent of dividend, if any, payable to them and distributed in respect of their shareholding in the Company or the shareholding of the companies, firms and trusts in which they are interested as Directors, members, Partners and / or trustees. The Managing Directors may be deemed to be interested to the extent of remuneration paid to them as employees of the Company.

Borrowing Powers of our Board

As per the Articles of Association of the Company reproduced herein below, the Company has the following borrowing powers:

Article 64: The Board may, from time to time, at its discretion, subject to the relevant provisions of the Act, raise or borrow, either from the Directors or from elsewhere and secure the repayment of any sum or sums of money.

Article 65: The Board may raise or secure the repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit, and in particular, by the issue of bonds, perpetual or redeemable debenture-stock, or any mortgage, or other security on the undertaking of the whole or part of the property of the Company (both present and future), including its uncalled capital for the time being, provided that debentures with the rights to allotment of or conversion into shares shall not be issued except with the sanction of the Company in general meeting and subject to the provisions of the Act.

Article 66: Any debentures, debenture-stock, bonds or other securities may be issued at a discount, premium or otherwise and with any special privileges, as to redemption, surrender, drawings allotment of shares, appointment of Directors and otherwise. Debentures, debenture-stock, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

Article 67: If the Board refuses to register the transfer of any debentures, the Company shall, within two months from the date on which the instrument of transfer was lodged with the Company, send to the transferee and to the transferor notice of the refusal.

Vide resolutions passed through Postal Ballot process on November 12, 2008, consent of the members of the Company was accorded to the Board of Directors of the Company for following:

1. To borrow money in excess of aggregate of the paid-up share capital and free reserves and upto a sum of Rs. 1000 Crore (Rupees One Thousand Crore only) or equivalent amount in any foreign currency, exclusive of interest and other charges, under Section 293(1)(d) of the Companies Act, 1956;

2. To mortgage, hypothecate, pledge, charge or otherwise encumber, movable or immovable properties and / or whole of the undertakings of the Company pursuant to the provisions of Section 293(1)(a) subject to the limits approved under Section 293(1)(d) of the Companies Act, 1956;

The borrowings made by the Company till March 31, 2013 is within the aforesaid limits approved by the members.

ETT Limited

ORGANISATION CHART

Asst. Manager - HR & Admin.

Company Secretary

Senior Manager – Finance &

Accounts

Manager – HR & Admin.

VP - IMS & CC Manager – Purchase &

Stores

GM - Projects

GM - IMS & CC

Manager – Finance & Accounts

GM - Services

Subordinating Staff

ETT Group

BOARD OF DIRECTORS

AGM – Maint. & Services

Asst. Manager – Finance & Accounts.

Asst. Manager - Services

Dy. Project Mgr.

Mr. Sandeep Sethi (Managing Director) Mr. Gurupreet Sangla (Joint Managing Director) Mr. Harvinder Singh (Executive Director) Mr. Sanjay Arora (Executive Director)

ETT Limited

Key managerial personnel

The key managerial personnel of our Company are as follows:

Sl.No.

Name of Key Managerial Personnel

Designation Educational Qualification

Experience in years

1. Ms. Puniti Sharma Company Secretary B. Com (Hons), Company Secretary

6

2. Mr. Satyajit Singh Chadha

Senior Manager - Administration

B.Com, Post Graduate Diploma in Business Administration (Marketing)

15

3. Mr. Raju Kumar Singh Deputy Manager – Maintenance & Services

B.A. (English Hons.) 9

4. Ms. Isha Grover Assistant Manager – Finance & Accounts

B.Com, C.A. 3

Ms. Puniti SharmaCompany Secretary

Ms. Puniti is the Company Secretary and Compliance Officer of the Company. She holds a Graduate degree in commerce and membership of the Institute of Company Secretaries of India. She has over 6 years of experience in handling secretarial matters. She was last associated with MTL Share & Stock Brokers Ltd. as Compliance Officer.

Mr. Satyajit Singh Chadha Senior Manager – Administration

Mr. Chadha is the Senior Manager – Administration of the Company. Graduate in Commerce stream, he holds the post graduate diploma in Business Administration (Marketing). He has over 15 years of experience in managing complete customer service operations. He was last associated with Sujata Carbons Pvt. Ltd. as General Manager and previously worked with Bharti Airtel Ltd., KLM Royal Dutch Airlines, United Airlines and Selvel Media Ltd.

Mr. Raju Kumar Singh Deputy Manager – Maintenance & Services

Mr. Raju is the Deputy Manager – Maintenance & Services of the Company. He holds a graduate degree in arts. He has over 9 years of experience in maintenance of building operations. He was last associated with Sodexho Pass Services Pvt. Ltd.

Ms. Isha Grover Assistant Manager – Finance & Accounts

Ms. Isha is the Assistant Manager – Finance & Accounts of the Company. She is a Commerce Graduate and Chartered Accountant by profession. She has 3 years of working experience as an article in a C.A. Firm.

Shareholding of the key managerial personnel

Sl.No.

Name of Key Managerial Personnel

Designation No. of Equity Shares

1. Ms. Puniti Sharma Company Secretary 26,520

ETT Limited

Bonus or Profit Sharing Plan for key managerial personnel

There is no bonus or profit sharing plan for key managerial personnel in the Company.

Changes in key managerial personnel during last three years

Name Designation Date of Appointment /

Resignation

Change

Mr. Harpreet S Banga Vice President – IMS & CC 17.07.13 Resigned

Mr. Amarjeet Singh Kharbanda

DGM – Maintenance & Services 30.09.12 Resigned

Mr. Satyajit Singh Chadha

Senior Manager – Administration 01.04.13 Appointed

Ms. Isha Grover Assistant Manager – Finance & Accounts

11.06.13 Appointed

ETT Limited

PROMOTERS

Mr. Sandeep Sethi, Mr. Gurupreet Sangla, Mr. Harvinder Singh and Mr. Sanjay Arora are the Promoters of the Company.

Background of Promoters

Mr. Sandeep Sethi, Managing Director

PAN: AAZPS4839C DIN: 00053915 Date of Birth: 04.10.1962 Address: S – 169, Greater Kailash – II, New Delhi – 110 048

Profile: Mr. Sandeep Sethi, aged 51 years, is an MBA by qualification. He along with his brother Mr. Sanjay Arora has chartered his own growth in garment export business. Armed with a distinctive expertise of more than two decades in garment export business, he infused his business acumen into the construction domain and starting with few small projects ventured into the construction of one of the most acclaimed IT parks in Noida and the success story continues. With around two million sq. ft. of construction experience laden on his shoulder, he spearheads the organisation’s drive to deliver enhanced business performance, customer service excellence and quality. The client rooster encompasses many multi national enterprises and international leaders.

Due to his extensive knowledge, business skills, managerial experience and capabilities ETT Group has achieved a remarkable place in Real Estate Industry in a very short span of time.

Mr. Gurupreet Sangla, Joint Managing Director

PAN: APZPS2922M DIN: 00036988 Date of Birth: 30.10.1980 Address: S – 493, Greater Kailash – II, New Delhi – 110 048

Profile: Mr. Gurupreet Sangla, aged 33 years, a graduate in Business and Management from Bradford University comes from a well known family having business interests in many companies and other funds based activities. He wears a very charming personality and has success of many projects at his credit.

The son of Mr. Harvinder Singh, a promoter Director of the Company and an affluent Real Estate industrialist is born with all the best of the management qualities. The experience and management qualities have given him a boost of success in life and manage all the undesired situations in life. His quality experience of over 8 years and dynamic personality are invaluable assets in spearheading ETT’s mission of excellence in the Real Estate industry. He also plays a pivotal role in the accumulation of Land Banks. It was his vision of bringing a little bit of realty developments to a real time Developer, middle of 2004 he brought his unique concept of going vertical & developing Institutional & IT projects, exclusively for big Corporates. His transformation of developing one of Noida’s breathtaking landmark which is an IT Park giving it one of the top rated building with Gymnasium, Banking Facility, Restaurant etc. By doing so, he has created a niche and brought the organisation a name of trust in this industry.

Mr. Harvinder Singh, Executive Director

PAN: AAQPS9683R DIN: 00037072 Date of Birth: 20.07.1957

ETT Limited

Address: S – 493, Greater Kailash – II, New Delhi – 110 048

Profile: Mr. Harvinder Singh, aged 57 years, a graduate of Delhi University, comes on Board with great pedigree of wisdom, acumen and distinctive expertise of over 20 years in customer management. He spearheads the organisation’s drive to deliver enhanced business performance, excellent customer service and exceptional quality. He commands the requisite technical expertise in his business arena. He specializes in corporate real estate and structured property transactions.

He is a founder of Baba Group (www.bidl.in). He brought a new lease of life to barren Industrial Estates of Okhla Phase I, Phase II, Phase III and Mohan Co-operative Industrial Area with latest building technologies, provision of Greens and capturing the trust of Foreign Nationals & by doing so, he has brought the organization, a name of trust in this industry.

Mr. Sanjay Arora, Executive Director

PAN: AAGPA8828G DIN: 00394165 Date of Birth: 09.03.1966 Address: 17, Godavari Apartments, Alaknanda, Kalkaji, New Delhi – 110 019

Profile: Mr. Sanjay Arora, aged 48 years, an MBA graduate by qualification, wears a very charming personality and is the backbone of the Company. His intelligence combined with his ability to read others mind makes him carve his way to successful completion of the projects he undertakes. He is a master of negotiation and has the ability to face the problems right on the face and delivering quick and meaningful decisions thereon keeps him marching ahead.

After consolidating his position in garment export business worldwide, his appetite for success grew and to achieve higher distinctions, he ventured into the construction business. From small construction activities to creating landmarks in Noida, he has been the front runner in all his master creations. He is an industrialist and has over 20 years of experience in the field of exports and over 10 years of hands on experience in construction and Real Estate industry.

ETT Limited

Name of the Promoter

Sandeep Sethi Gurupreet Sangla Harvinder Singh Sanjay Arora

Photograph

PAN AAZPS 4839C APZPS 2922M AAQPS 9683R AAGPA 8828G

Voter Id No DL/02/007/141889 JVG1133545 JVG1132984 DL/03/035/276235

Name of Bank and Branch

INDUSIND BANK LTD., GREATER KAILASH - II, NEW DELHI

DENA BANK, OKHLA INDUSTRIALESTATE, PHASE – III, NEW DELHI

DENA BANK, OKHLA INDUSTRIALESTATE, PHASE – III, NEW DELHI

INDUSIND BANK LTD., GREATER KAILASH - II, NEW DELHI

Bank Account No.

0012126225001 SB - 025110004982 SB - 025110002407 0012126010001

Common Pursuits

As on date, there are no common Pursuits that may lead to conflict of interest in the business of the Company and other firms/companies promoted by the Promoters. Interest of the Promoters

The Promoters may be deemed to be interested to the extent of shares held by them, their friends or relatives, and benefits arriving from their holding Directorship in the Company. The Promoters are not interested in any property, if acquired by ETT Limited within two years prior the date of the Information Memorandum. The Promoters are neither interested in any loan or advance given by the Company, nor are they beneficiary of any such loans or advances.

Payment or benefit to Promoters of the Company

No payments or benefits other than mentioned in this document are being made to the Promoters of the Company.

Related Party Transaction

For details of related party transactions has been mentioned under the notes to Accounts for the Audited Annual Accounts of the Company for the year ended 31st March, 2013.

ETT Limited

Relationship between Promoters, Directors & Key Managerial Personnel

Mr. Harvinder Singh is the father of Mr. Gurupreet Sangla. Mr. Sandeep Sethi and Mr. Sanjay Arora are brothers.

Except as mentioned above no other relationship exists between the Promoters and other Directors and / or Key Managerial Personnel of the Company.

ETT Limited

DIVIDEND POLICY

Dividends, other than interim dividends, if any, will be declared at the Annual General Meetings of the shareholders of the Company based on the recommendation of the Board of Directors. The Board may, at its discretion, recommend dividend to be paid to the shareholders. Generally, the factors that may be considered by the Board of Directors before making any recommendations for dividend include, but not limited to, the future expansion plans and capital requirements, profits earned during the fiscal year, cost of raising funds from alternate sources, liquidity position, applicable taxes including tax on dividend as well as exemptions under tax laws available to various categories of investors from time to time and general market conditions. The Board of Directors may also, from time to time, pay interim dividends to the shareholders of the Company.

However, the Company has not declared any dividend or cash bonus during the past ten years. The policy of not having declared any dividend in the past is not necessarily indicative of the dividend policy, for the future.

ETT Limited

SUBSIDIARIES AND OTHER GROUP COMPANIES DETAILS

i) Auxin Engineering Limited

Auxin Engineering Limited having its registered office at 17, Hemkunt Colony, New Delhi - 110 048, was incorporated on June 23, 2011. It is a wholly owned subsidiary of ETT Limited and is engaged in the business of construction.

The Board of Directors of the Company is as follows:

Sl. No. Name Designation 1. Mr. Gurupreet Sangla Director 2. Mr. Sandeep Sethi Director 3. Mr. Harvinder Singh Director 4. Mr. Sanjay Arora Director

Shareholding: Auxin Engineering Ltd is a wholly owned subsidiary of ETT Ltd., as the entire share capital (50,000 shares of Rs. 10 each) is held by ETT Ltd and its nominees.

Financial Performance (Rs. in thousand)

Particulars 2012 -13 2011 - 12 Equity Share Capital (50,000 Equity shares of Rs. 10/- each fully paid up)

500.00 500.00

Reserves (523.47) (495.50)Income --- ---Profit / (Loss) after Tax (27.97) (495.50)Earning / (Loss) Per Share (in Rs.) (0.56) 9.91Book Value Per Share (in Rs.) (0.47) 0.09

ii) Valley Computech Limited

Valley Computech Limited having its registered office at 17, Hemkunt Colony, New Delhi - 110 048, was incorporated on July 5, 2004. It is engaged in the business of real estate development & construction of IT Parks.



Shareholding: Valley Computech Ltd. is a wholly owned subsidiary of Auxin Engineering Ltd., as the entire share capital (25,67,150 shares of Rs. 10 each) is held by Auxin Engineering Ltd. and its nominees. It is also a subsidiary of ETT Ltd.


Particulars 2012 - 13 2011 - 12 2010 - 11 Equity Share Capital (25,67,150 Equity shares of Rs. 10/- each fully paid up)

25,671.50 9,171.50 9,171.50

Reserves 12,34,767.65 4,43,462.93 4,43,545.50Income 42.00 39.00 39.00

ETT Limited

Profit / (Loss) after Tax (695.28) (82.57) (75.71)Earning / (Loss) Per Share (in Rs.) (0.57) (0.09) (0.08)Book Value Per Share (in Rs.) 490.99 493.52 493.61

iii) York Calltech Private Limited

York Calltech Private Limited having its registered office at 17, Hemkunt Colony, New Delhi - 110 048, was incorporated on November 8, 2004. The Company is engaged in the business of real estate development & construction of IT Parks.



Shareholding: York Calltech Pvt. Ltd. is a wholly owned subsidiary of Valley Computech Ltd., as the entire share capital (13,00,500 shares of Rs. 10 each) is held by Valley Computech Ltd. and its nominees. It is also a subsidiary of Auxin Engineering Ltd. and ETT Ltd.

Financial Performance

(Rs. in thousand)Particulars 2012 - 13 2011 - 12 2010 - 11 Equity Share Capital (13,00,500 Equity shares of Rs. 10/- each fully paid up)

13,005.00 13,005.00 13,005.00

Reserves 3,21,982.18 2,92,251.76 2,93,446.14Income 4,03,879.49 2,95,815.70 32,578.15Profit / (Loss) after Tax 29,730.42 (1194.38) (38,809.63)Earning / (Loss) Per Share (in Rs.) 22.86 (0.92) (29.84)Book Value Per Share (in Rs.) 257.58 234.72 235.64

iv) GST Hotel & Resorts Private Limited

GST Hotel & Resorts Private Limited having its registered office at 17, Hemkunt Colony, New Delhi - 110 048, was incorporated on January 22, 2007. The Company is engaged in the business of construction.



Shareholding: GST Hotel & Resorts Pvt. Ltd. is a wholly owned subsidiary of Valley Computech Ltd., as the entire share capital (50,000 shares of Rs. 10 each) is held by Valley Computech Ltd. and its nominees. It is also a subsidiary of Auxin Engineering Ltd. and ETT Ltd.

ETT Limited


Particulars 2012 - 13 2011 - 12 2010 - 11 Equity Share Capital (50,000 Equity shares of Rs. 10/- each fully paid up)

500.00 500.00 500.00

Reserves (182.25) (156.42) (127.88)Income 38.93 --- ---Profit / (Loss) after Tax (25.83) (28.55) (28.55)Earning / (Loss) Per Share (in Rs.) (0.52) (0.57) (0.57)Book Value Per Share (in Rs.) 6.35 6.87 7.44

v) Ambience Buildtech Private Limited

Ambience Buildtech Private Limited having its registered office at 17, Hemkunt Colony, New Delhi - 110 048, was incorporated on May 12, 2005. It is engaged in the business of real estate development & construction of IT parks.



Shareholding: Ambience Buildtech Pvt. Ltd. is a wholly owned subsidiary of Valley Computech Ltd., as the entire share capital (10,000 shares of Rs. 10 each) is held by Valley Computech Ltd. and its nominees. It is also a subsidiary of Auxin Engineering Ltd. and ETT Ltd.



100.00 100.00 100.00

Reserves (1049.24) (1026.78) (1004.48)Income --- --- ---Profit / (Loss) after Tax (22.46) (22.30) (22.99)Earning / (Loss) Per Share (in Rs.) (2.25) (2.23) (2.30)Book Value Per Share (in Rs.) (94.92) (92.67) (90.44)

vi) Anmol Buildcon Private Limited

Anmol Buildcon Private Limited having its registered office at 17, Hemkunt Colony, New Delhi - 110 048, was incorporated on May 12, 2005. It is engaged in the business of real estate development & construction of IT parks.



ETT Limited

The Shareholders of the Company are as follows:

Sl. No. Name No. of EquityShares

Nominal Value per Equity Share

(in Rs.)

Total Nominal Value

(in Rs.) 1. Mr. Sandeep Sethi 2,500 10 25,0002. Mr. Gurupreet Sangla 2,500 10 25,0003. Mr. Harvinder Singh 2,500 10 25,0004. Mr. Sanjay Arora 2,500 10 25,000

Total 10,000 1,00,000



100.00 100.00 100.00

Reserves (893.98) (869.32) (845.15)Income --- --- ---Profit / (Loss) after Tax (24.66) (24.18) (22.89)Earning / (Loss) Per Share (in Rs.) (2.47) (2.42) (2.29)Book Value Per Share (in Rs.) (79.39) (76.93) (74.51)

vii) Express Softpark Private Limited

Express Softpark Private Limited having its registered office at 17, Hemkunt Colony, New Delhi - 110 048, was incorporated on November 9, 2005. It is engaged in the business of real estate development & construction of IT parks.






(in Rs.)

Total Nominal Value


Total 10,000 1,00,000



100.00 100.00 100.00

Reserves 561.18 584.74 712.07Income --- --- ---Profit / (Loss) after Tax (23.56) 127.33 (16.68)

ETT Limited

Earning / (Loss) Per Share (in Rs.) (2.36) (12.73) (1.67)Book Value Per Share (in Rs.) 65.96 68.47 81.20

viii) Opulent Farms Private Limited

Opulent Farms Private Limited having its registered office at 17, Hemkunt Colony, New Delhi - 110 048, was incorporated on July 1, 2013. It is engaged in the business of agriculture and farming.






(in Rs.)

Total Nominal Value


Total 10,000 1,00,000

ix) Oasis Grassland Private Limited

Oasis Grassland Private Limited having its registered office at 17, Hemkunt Colony, New Delhi - 110 048, was incorporated on July 2, 2013. It is engaged in the business of agriculture and farming.






(in Rs.)

Total Nominal Value


Total 10,000 1,00,000

We confirm that none of the group companies are under liquidation or winding-up. Further none of the Group Company is referred to BIFR.

ETT Limited

FINANCIAL INFORMATION

A. STANDALONE AUDITED ANNUAL ACCOUNTS FOR 2012-13

B. CONSOLIDATED AUDITED ANNUAL ACCOUNTS FOR 2012-13

C. UNAUDITED FINANCIAL RESULT FOR THE QUARTER ENDED 31-12-2013

AR (ETT) – 31.03.2013

INDEPENDENT AUDITORS’ REPORT To the Members of ETT Limited

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of ETT LIMITED (“the Company”) which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about 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 of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

AR (ETT) – 31.03.2013

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2003 (the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 purpose 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 profit & loss 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 profit & loss and cash flow statement comply with the accounting standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956;

f) since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

for VSD & ASSOCIATES for L. D. SARAOGI & CO. Chartered Accountants Chartered Accountants

F.R.No. 008726N F.R.No. 005524N

Sd/- Sd/- (VINOD SAHNI) (JITENDER SARAOGI) Partner Partner M. No. 086666 M. No. 502337

Place : New Delhi Dated : May 30, 2013

AR (ETT) – 31.03.2013

ANNEXURE TO AUDITORS’ REPORT

Referred to in our Report of even date to the members of ETT Limited on the accounts for the year ended

31st March 2013.

(i) (a)

(b)

(c)

The Company has generally maintained proper records showing full particulars including

quantitative details and situation of Fixed Assets.

All the assets were stated to have been physically verified by the management at

reasonable intervals. It has been reported that no discrepancies were noticed between the

book records & the physical verification so carried out.

As per the records of the Company and according to the information and explanations

given to us, a substantial part of the fixed assets has been disposed off during the year.

However, going concern status of the Company has not been affected.

(ii) (a)

(b)

(c)

As explained to us, the inventories have been physically verified by the management at

reasonable intervals during the year. In our opinion, the frequency of verification is

reasonable having regard to the size of the company and the nature of its business.

In our opinion and according to the information & explanations given to us, the

procedures of physical verification of inventories followed by the management are

reasonable and adequate in relation to the size of the company and nature of its business.

The company has maintained proper records of inventories. As explained to us, no

material discrepancies were noticed on physical verification of inventories.

(iii) (a)

(b)

(c)

According to the information and explanations given to us, the Company has granted

interest-free unsecured loans to three (03) Subsidiaries covered in the register maintained

under Section 301 of the Companies Act, 1956. The maximum amount involved at any

time during the year was Rs. 913,125,000/- and the year-end balance of loans given to

such companies was Rs. 26,120,000/-.

According to the information given to us, the other terms and conditions of the loans

given, are prima facie, not prejudicial to the interest of the company.

In our opinion and according to the information and explanations given to us, since no

stipulation has been made for the repayment of the loans, we are not in a position to make

any specific comments as per clause number 4(iii) (c) of the Order.

AR (ETT) – 31.03.2013

(d)

(e)

(f)

(g)



any specific comments as per clause number 4(iii) (d) of the Order.

According to the information and explanations given to us, the company has taken interest

–free unsecured loans from four (04) other parties covered in the register maintained under

Section 301 of the Companies Act, 1956. The maximum amount involved at any time

during the year was Rs. 52,500,000/- and the year-end balance of loans taken from such

other parties was Rs. 52,500,000/-.

In our opinion and according to the information and explanations given to us, other terms

and conditions on which loans have been taken from other parties listed in the register

maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial

to the interest of the company.



any specific comments as per clause number 4(iii) (g) of the Order.

(iv) In our opinion and according to the information and explanations given to us, there are

adequate internal control procedures commensurate with the size of the Company and the

nature of its business, with regard to purchase of inventory and fixed assets and sale of

services. No major weaknesses have been observed in the internal control system.

(v) (a)

(b)

According to the information and explanations given to us, we are of the opinion that the

contracts or arrangements that need to be entered into the register maintained under

Section 301 of the Companies Act, 1956 have been so entered.

(i) In our opinion and according to the information and explanations given to us, in respect

of transaction made in pursuance of such arrangement as referred to in Note 32 of the

financial statement, because of the unique and specialized nature of the items involved and

absence of any comparable prices, we are unable to comment whether the transaction was

made at prevailing market prices at the relevant time.

(ii) In our opinion and according to the information and explanations given to us, in

respect of other transactions, made in pursuance of such contracts or arrangement entered

in the register maintained under Section 301 of the Companies Act, 1956 and exceeding

AR (ETT) – 31.03.2013

the value of Rs. 5,00,000/- in respect of any party during the year have been made at the

prices which are reasonable having regard to the prevailing market prices at the relevant

time.

(vi) In our opinion and according to the information and explanations given to us, the

provisions of Section 58A and Section 58AA or any other relevant provisions of the

Companies Act, 1956 with regard to the deposits accepted from the public are not

applicable, as the Company has not accepted any deposit from the public.

(vii) There is no formal internal audit system in the Company however; internal control system

of the Company is reasonably functioning as observed during the audit.

(viii) According to the information and explanations given to us, we have broadly reviewed the

cost records maintained by the Company pursuant to the Companies (Cost Accounting

Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of

the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost

records have been maintained. We have, however, not made a detailed examination of the

cost records with a view to determine whether they are accurate or complete.

(ix) (a)

(b)

According to the information and explanations given to us, the Company is generally

regular in depositing undisputed statutory dues including Provident Fund, Employees’

State Insurance, Income Tax, VAT, Service Tax, Customs Duty, Cess and other material

statutory dues, as applicable, with the appropriate authorities.

According to the information and explanations given to us there are no undisputed

amounts payable in respect of statutory dues like Provident Fund, Employees’ State

Insurance, Income Tax, VAT, Service Tax, Customs Duty and Cess etc. outstanding for a

period of more than six months at 31st March 2013 from the date they became payable

except as given below:

Name of the Statute

Nature of the Dues

Amount (Rs.)

Period to which the amount relates

Due Date Date of payment

Income Tax Act, 1961 TDS 1,000/- August

2012 September 07, 2012

April 30, 2013

Finance Act, 1994 Service Tax 1,236/- August

2012 September 06, 2012

May 06, 2013

AR (ETT) – 31.03.2013

(c) There is no disputed amount payable in case of Provident Fund, Employees’ State

Insurance, Income Tax, Service Tax, VAT, Customs Duty, Cess etc. except as given

below:

Name of the Statute

Nature of the Dues

Amount (Rs.)

Period to which the amount

relates

Forum where dispute is pending

Commercial Taxes under UPVAT Act,

2007

Entry Tax 36,295/- F.Y 2007 – 2008

Assistant Commissioner,

Ward – 3, Commercial Tax, Noida

Income Tax Act, 1961 Income Tax 286,237/- A.Y

2010 – 2011

Commissioner of Income Tax,

Appeal - II, Income Tax Office, New

Delhi

(x) (a)

(b)

The company does not have any accumulated losses as at the end of the financial year.

The company has not incurred cash loss in the financial year ended 31st March 2013 and

the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to

us, we are of the opinion that the Company has not defaulted in repayment of dues to any

financial institution or bank. As informed to us, no money has been raised through

Debentures by the Company.

(xii) According to the information and explanations given to us, the Company has not granted

any loans or advances on the basis of security by way of pledge of shares, debentures and

other securities, hence the provisions of paragraph 4 (xii) of the Order are not applicable to

the Company

(xiii) The Company is not a chit fund Company or nidhi / mutual benefit fund / society.

Accordingly, the provisions of paragraph 4 (xiii) of the Order are not applicable to the

Company.

AR (ETT) – 31.03.2013

(xiv) According to the information and explanations given to us, the Company is not dealing or

trading in shares, securities, debentures and other investments. However, the Company has

made certain investments in shares & Mutual Funds and has maintained proper records of

these investment transactions and timely entries have been made therein. All the

Investment are held by the Company in its own name except to the extent of the

exemption granted under Section 49 of the Companies Act, 1956.

(xv) According to the information and explanations given to us, the Company had given

corporate guarantee for term loan taken by its subsidiary from a bank. By virtue of the said

term-loan being satisfied in full during the current financial year, the above corporate

guarantee stands nullified. The terms and conditions thereof, were prima facie, not

prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, in the

absence of any stipulation regarding the utilization of loan from the lender, we are unable

to comment as to whether the other term loans have been applied for the purpose for

which they were obtained except for a term loan that has been applied for the purpose for

which it was obtained.

(xvii) In our opinion and according to the information and explanations given to us and on an

overall examination of the balance sheet of the Company, funds raised on short-term basis

have been prima facie, not used for long-term investment by the Company.

(xviii) According to the information and explanations given to us, the Company has not made

any preferential allotment of shares to companies, firms or other parties listed in the

register maintained under Section 301 of the Companies, Act 1956.

(xix) According to the information and explanations given to us, the Company has not issued

any debentures. Accordingly, the provisions of paragraph 4 (xix) of the Order are not

applicable to the Company.

(xx) According to the information and explanations given to us, the Company has not raised

any money by way of public issue during the year. Accordingly, the provisions of

paragraph 4 (xx) of the Order are not applicable to the Company.

AR (ETT) – 31.03.2013

(xxi) According to the information and explanations given to us, no fraud on or by the Company

has been noticed or reported during the year.


F.R.No. 008726N F.R.No. 005524N


Place: New Delhi Dated: May 30, 2013

As At As AtNote March 31, 2013 March 31, 2012

Amount (Rs.) Amount (Rs.)EQUITY & LIABILITIESSHAREHOLDERS' FUNDSShare Capital 3 20,36,86,600 20,36,86,600Reserves & Surplus 4 27,15,86,789 23,43,59,707

------------------------ 47,52,73,389 ------------------------ 43,80,46,307NON-CURRENT LIABILITIESLong-Term Borrowings 5 - 86,16,10,747Deferred Tax Liabilities (Net) 6 - 2,46,44,461Other Long-Term Liabilities 7 1,33,77,955 11,36,90,989Long-Term Provisions 8 7,05,869 5,15,894

------------------------ 1,40,83,824 ------------------------ 1,00,04,62,091CURRENT LIABILITIESShort-Term Borrowings 9 5,25,00,000 20,65,62,079Trade Payables 4,42,347 13,70,746Other Current Liabilities 10 99,77,912 42,41,88,749Short-Term Provisions 8 31,177 1,85,408

------------------------ 6,29,51,436 ------------------------ 63,23,06,982

TOTAL 55,23,08,649 2,07,08,15,380ASSETS

NON-CURRENT ASSETSFixed Assets 11 - Tangible Assets 3,08,72,311 60,90,30,693 - Capital Work-in-Progress 39,64,53,562 34,54,68,967

Non-Current Investments 12 83,509 45,37,23,640Deferred Tax Assets (Net) 13 4,34,819 -

Long-Term Loans & Advances 14 7,97,55,258 7,97,76,479

Other Non-Current Assets 15 1,93,798 1,79,279------------------------ 50,77,93,257 ------------------------ 1,48,81,79,058

CURRENT ASSETSCurrent Investments 16 - 1,00,000Inventories 17 1,92,234 12,14,943Trade Receivables 18 3,32,978 44,29,105Cash and Bank Balances 19 1,28,67,688 4,62,847Short-Term Loans & Advances 14 1,31,20,342 57,64,29,427Other Current Assets 15 1,80,02,150 -

------------------------ 4,45,15,392 ------------------------ 58,26,36,322

TOTAL 55,23,08,649 2,07,08,15,380

Significant Accounting Policies & Notes to Accounts 1 to 44

for VSD & ASSOCIATES for L.D. SARAOGI & CO. Chartered Accountants Chartered Accountants F.R.No. 008726N F.R.No. 005524N

Sd/- Sd/- Sd/- Sd/- (VINOD SAHNI) (JITENDER SARAOGI) Partner Partner

M.No. 086666 M.No. 502337

Sd/-(PUNITI SHARMA)

Place : New Delhi Company SecretaryDate : May 30, 2013

ETT LIMITEDBalance Sheet as at March 31, 2013

Managing Director Jt. Managing Director

for and on behalf of the Board

(SANDEEP SETHI) (GURUPREET SANGLA)

In terms of our audit report of even date annexed

ETT BS - 31.03.2013

Year Ended Year EndedParticulars Note March 31, 2013 March 31, 2012

Amount (Rs.) Amount (Rs.)INCOMERevenue from Operations 20 4,43,00,920 26,64,15,152Other Income 21 81,92,719 3,03,419Total Revenue (A) ------------------------ 5,24,93,639 --------------------- 26,67,18,571

EXPENSES Changes in inventories of finished goods 22 - 66,864

Employee Benefits Expense 23 1,29,23,979 1,25,19,654Finance Costs 24 1,79,54,436 12,98,81,358Depreciation and Amortization Expense 25 35,80,323 2,25,81,275Other Expenses 26 30,86,25,046 4,81,05,134Total Expenses (B) ------------------------ 34,30,83,784 --------------------- 21,31,54,285

--------------------------- ----------------------Profit/(Loss) before exceptional items and tax (29,05,90,145) 5,35,64,286

Add: Exceptional Items (Net) 27 30,27,90,670 ---------------------------- ----------------------

Profit/(Loss) before tax 1,22,00,525 5,35,64,286Less: Tax ExpensesCurrent Tax (MAT) 8,45,137 1,07,17,010Less: MAT Credit Entitlement (8,45,137) 1,06,29,764

------------------------ ---------------------Net Current tax - 87,246Income Tax of Earlier Year 52,723 -Deferred Tax Charge / (Credit) (2,50,79,280) 12,93,089

Profit/(Loss) for the period 3,72,27,082 5,21,83,951

Earnings Per Equity Share of face value of Rs. 10/- each 28

1.) Basic 3.59 5.03 2.) Diluted 3.59 5.03Significant Accounting Policies & Notes to Accounts 1 to 44



M.No. 086666 M.No. 502337

Sd/-(PUNITI SHARMA)


Statement of Profit & Loss for the Year Ended March 31, 2013

ETT LIMITED

(SANDEEP SETHI) (GURUPREET SANGLA) Managing Director Jt. Managing Director



(A - B)

ETT BS - 31.03.2013

As On As On March 31, 2013 March 31, 2012Amount (Rs.) Amount (Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIES :Net Profit /(Loss) after Interest and before Tax 1,22,00,525 5,35,64,286Adjustments for: Bad Debts 21,22,971 4,90,871Miscellaneous Income (Non Cash) (38,043) (21,074)Interest Paid 1,79,46,655 12,72,40,002Interest Income (18,119) (2,82,345)Loss from Sale of Current Investment (Net) 29,41,25,518 -Loss on sale of Non-Current Investment in Subsidiary Company 1,23,64,93,700 -Dividend Income (77,65,278) -Depreciation and Amortization Expense 35,80,323 2,25,81,275Provision for Retirement Benefits 3,96,018 2,65,286Operating Profit before Working Capital Changes 1,55,90,44,269 20,38,38,301Adjustments for :Increase /(Decrease) in Long-Term Liabilities (10,03,13,034) 2,72,80,647Increase /(Decrease) in Trade Payables (8,90,356) (30,11,065)Increase /(Decrease) in Other Current Liabilities 4,22,883 7,83,467(Decrease) /Increase in Non-Current Assets 1,81,40,213 2,57,859(Decrease) /Increase in Security Deposits Given 13,24,250 3,98,000Decrease /(Increase) in Inventories 10,22,709 (2,40,906)Decrease /(Increase) in Trade Receivables 39,77,855 18,67,916Decrease /(Increase) in Current Assets (1,69,22,762) 6,32,55,286Cost of Industrial Undertaking Transferred 57,55,17,572 -Retirement Benefits Paid (3,60,274) (21,735)Direct Tax (Paid) / Refunded (39,18,441) (1,31,01,625)NET CASH FROM OPERATING ACTIVITIES (A) 2,03,70,44,883 28,13,06,146

B. CASH FLOW FROM INVESTING ACTIVITIES :Decrease /(Increase) in Fixed Assets (Including Capital WIP) (4,34,52,178) (28,86,12,376)Decrease /(Increase) in Other Non-Current Assets (14,519) 4,07,420Loss from Sale of Current Investment (Net) (29,46,22,688) -Decrease /(Increase) in Loans & Advances 54,46,47,476 14,81,670Increase /(Decrease) in Current Liabilities (Projects) (25,27,06,547) 25,52,07,636Purchase of Investment in Subsidiaries (80,85,25,069) (1,00,000)Sale of Investment in Subsidiaries 2,62,68,670 -Dividend Income 77,65,278 -Interest Income 18,119 2,82,345NET CASH USED IN INVESTING ACTIVITIES (B) (82,06,21,458) (3,13,33,305)

C. CASH FLOW FROM FINANCING ACTIVITIES :Increase /(Decrease) in Long-Term Borrowings (86,16,10,747) (11,04,10,575)Increase /(Decrease) in Short-Term Borrowings (31,59,89,252) (2,75,08,121)Interest Paid (2,64,18,585) (18,18,94,147)NET CASH USED IN FINANCING ACTIVITIES (C) (1,20,40,18,584) (31,98,12,843)

NET INCREASE /(DECREASE) IN CASH & CASH EQUIVALENTS (A+B+C) 1,24,04,841 (6,98,40,002)OPENING BALANCE OF CASH & CASH EQUIVALENTS 4,62,847 7,03,02,849

CLOSING BALANCE OF CASH & CASH EQUIVALENTS 1,28,67,688 4,62,847Note: Figures in brackets indicate cash outflows.





M.No. 086666 M.No. 502337

Sd/-(PUNITI SHARMA)Company Secretary

Place : New DelhiDate : May 30, 2013

ETT LIMITED Cash Flow Statement for the Year Ended March 31, 2013



ETT BS - 31.03.2013

ETT BS -31.03.2013

ETT LIMITED

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2013

1. BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention, as applicable to a going concern. The accounting policies have been consistently applied by the Company and are consistent with those used in previous year.

2. SIGNIFICANT ACCOUNTING POLICIES

a) USE OF ESTIMATES

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Difference between the actual results and estimates are reflected in the Financial Statements for the period in which the results are known / materialized.

b) FIXED ASSETS

Fixed Assets are stated at their original cost of acquisition or construction less accumulated depreciation (except land) and impairment loss if any. Cost comprises of purchase price and all expenses directly attributable to the acquisition or construction of the asset. Capital Work-in-Progress are capitalized as and when they are ready for use or put to use whichever is earlier. Till such time expenses incurred related to project and prior to commencement of project, including financing costs are capitalized under Capital Work-in-Progress, which also includes material at site.

c) DEPRECIATION /AMORTIZATION

i) Depreciation has been provided on the value capitalized on the assets actually put to use during the current year, as per the Written down Value (WDV) Method at rates prescribed in Schedule XIV of the Companies Act, 1956.

ii) Depreciation is calculated on pro-rata basis from the date of acquisition and/or capitalization, as may be applicable.

iii) Assets individually costing Rs. 5,000/- (Rupees Five Thousand only) or less are fully depreciated in the year of purchase.

iv) Amortization has not been provided on the leasehold land.

ETT BS -31.03.2013

d) INVENTORIES Inventories have been valued as under: Stores and Spares - At lower of cost or estimated realizable value Stock of Software - At lower of cost or estimated realizable value

The valuation of inventories has been made as per the requirements of Accounting Standard – 2, “Valuation of Inventories”, prescribed under the Companies (Accounting Standards) Rules, 2006.

e) INVESTMENTS

Long Term Investments are stated at cost as per the requirements of Accounting Standard – 13, “Accounting for Investments”, prescribed under the Companies (Accounting Standards) Rules, 2006. Decline in the value of long-term investments is recognized, if considered other than temporary.

Current Investments are stated at lower of cost or market value.

f) PROVISION FOR RETIREMENT BENEFITS

i) Periodical contributions made to the concerned authorities towards Provident Fund and ESI are charged to Revenue on accrual basis.

ii) The Company operates three defined benefit plans for its employees, viz. Gratuity, Leave Encashment (Earned Leave) and Leave Encashment (Sick Leave). As per the requirements of Accounting Standard – 15, “Employee Benefits”, prescribed under the Companies (Accounting Standards) Rules, 2006, the costs of providing benefits under these plans are determined on the basis of actuarial valuation at each year-end. Separate actuarial valuation is carried out for each plan using the projected unit credit method. Actuarial gains and losses for the all (three) defined benefit plans are recognized in full in the period in which they occur in the Statement of profit and loss. The liability under all three defined benefit plans is unfunded.

g) TAXATION

Income tax comprises current tax and deferred tax. Current tax is the amount of tax payable as determined in accordance with the provisions of the Income Tax Act, 1961. As per the requirements of Accounting Standard – 22, “Accounting for Taxes on Income”, prescribed under the Companies (Accounting Standards) Rules, 2006, deferred tax assets and liabilities are recognized for the future tax consequences of timing differences, subject to the consideration of prudence. Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted by the balance sheet date.

Minimum Alternative Tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Company recognizes MAT Credit available as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during the specified period i.e., the period for which MAT Credit is allowed to be carried forward. In the year in which company recognizes MAT credit as an asset in accordance with “Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income Tax Act, 1961”, the said asset is created by way of credit to the statement of profit and loss and shown as “ MAT Credit”.

h) EXPENSES

The Company has charged all expenses on accrual basis of accounting.

ETT BS -31.03.2013

i) INCOME

The Company has recognized all incomes on accrual basis of accounting as per the requirements of Accounting Standard – 9, “Revenue Recognition”, prescribed under the Companies (Accounting Standards) Rules, 2006.

j) FOREIGN CURRENCY TRANSACTIONS

Transactions in foreign currency are recorded at the exchange rates prevailing on the dates of the transactions.

k) IMPAIRMENT OF ASSETS

An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged to Statement of Profit and Loss in the year in which an asset is identified as impaired. The Impairment loss recognized in prior accounting period is reversed, if there has been a change in the estimate of recoverable value.

l) BORROWING COSTS

Borrowing cost that is attributable to the acquisition or construction of a qualifying asset is capitalized as part of the cost of such asset and other borrowing costs are recognized as an expense in the period in which they are incurred. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use.

m) LEASE

Assets given under operating leases are included in fixed assets. Lease income is recognized in the Statement of Profit and Loss on a straight line basis over the lease term. Costs, including depreciation are recognized as an expense in the statement of profit and loss.

n) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

o) INTANGIBLE ASSETS

According to Accounting Standard – 26 on “Intangible Assets” prescribed under the Companies (Accounting Standards) Rules, 2006, in case of an expenditure incurred by the Company which may provide future economic benefits to the Company, however out of which, no intangible asset or other asset is acquired or created that can be recognized, the expenditure is recognized as an expense as and when it is incurred.

p) CASH FLOW STATEMENT

Cash Flows are reported using the indirect method as set out in the Accounting Standard - 3 on “Cash Flow Statement” prescribed under the Companies (Accounting Standards) Rules, 2006, whereby net profit before tax is adjusted for the effects of the transactions of non-cash nature and any deferrals or accruals of the past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the Company are segregated.

ETT BS -31.03.2013

q) CASH AND CASH EQUIVALENTS

Cash and Cash Equivalents for the purpose of “Cash Flow Statement” comprise cash at bank and in hand and deposits with bank with an original maturity of three months or less.

r) EARNINGS PER SHARE

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted number of equity shares outstanding during the period. For the purpose of calculating of diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted number of equity shares outstanding during the period are adjusted for the effects of all potential dilutive equity shares.

Note ParticularsAs At

March 31, 2013As At

March 31, 2012 Amount (Rs.) Amount (Rs.)

3 SHARE CAPITAL

Authorised Share Capital11,000,000 (Previous Year 11,000,000) Equity Shares of Rs. 10/- each 11,00,00,000 11,00,00,000

10,000,000 (Previous Year 10,000,000) 6% Non Cumulative,

Non Participating Redeemable Preference Shares of Rs. 10/- each 10,00,00,000 10,00,00,000

21,00,00,000 21,00,00,000

Issued, Subscribed & Fully Paid Up Share Capital

10,36,86,600 10,36,86,600



20,36,86,600 20,36,86,600

Equity Shares

No. of Shares Amount (Rs.) No. of Shares Amount (Rs.)

Balance at the beginning of the period 1,03,68,660 10,36,86,600 69,12,440 6,91,24,400

Issued during the period - Bonus Issue - - 34,56,220 3,45,62,200Outstanding at the end of the period 1,03,68,660 10,36,86,600 1,03,68,660 10,36,86,600

Preference Shares


Balance at the beginning of the period 1,00,00,000 10,00,00,000 1,00,00,000 10,00,00,000

Issued during the period - - - -Outstanding at the end of the period 1,00,00,000 10,00,00,000 1,00,00,000 10,00,00,000

b.) Terms/ Rights attached

- Equity Shares

March 31, 2013

Notes to Financial Statements for the Year Ended March 31, 2013ETT LIMITED

March 31, 2012

March 31, 2013 March 31, 2012

The Company has only one class of Equity share having a face value of Rs. 10/- per share. Each holder of Equity Share is entitled to onevote per share. All the Equity Shares carry the same rights with respect to voting, dividend, etc.

In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, afterthe distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.

10,368,660 (Previous Year 10,368,660) Equity Shares of Rs. 10/- each fully paid up

a.) Reconciliation of the Shares outstanding at the beginning and at the end of the reporting period

ETT BS - 31.03.2013


March 31, 2013As At



- Preference Shares

March 31, 2013 March 31, 2012

No. of Shares No. of Shares

34,56,220 34,56,220

- 20,87,640

No. of Shares% holding in the

class No. of Shares% holding in the

class

(i) Equity Shares of Rs. 10/- each fully paid up - Key Managerial Personnel Sanjay Arora 15,93,900 15.37% 15,93,900 15.37%

Sandeep Sethi 15,41,400 14.87% 15,41,400 14.87%

Gurupreet Sangla 9,00,000 8.68% 9,00,000 8.68%

Harvinder Singh 9,00,000 8.68% 9,00,000 8.68% - OthersAppreciate Fincap Pvt. Ltd. 8,43,600 8.14% 8,43,600 8.14%

Satvinder Kaur 6,00,000 5.79% 6,00,000 5.79%

(ii) 6% Non Cumulative, Non Participating Redeemable Preference Shares of Rs. 10/- each fully paid up

- Key Managerial Personnel Sandeep Sethi 17,22,000 17.22% 17,22,000 17.22%

Sanjay Arora 12,47,500 12.48% 12,47,500 12.48%

Gurupreet Sangla 7,57,000 7.57% 7,57,000 7.57% - OthersAppreciate Fincap Pvt. Ltd. 39,45,500 39.46% 39,45,500 39.46%

Amici Securities Ltd. 12,57,500 12.58% 12,57,500 12.58%

Drishti Overseas Pvt. Ltd. 5,23,000 5.23% 5,23,000 5.23%

On November 18, 2011, issued & allotted 3,456,220 Equity Shares tothe eligible holders of Equity Shares as Bonus Shares in the ratio of 1:2by capitalizing Securities Premium Reserve.

(i) Equity Shares allotted as fully paid Bonus Shares by capitalization of Securities Premium Reserve

(ii) Equity Shares allotted as fully paid-up pursuant to contracts for consideration other than cash Equity Shares were allotted as fully paid up to the shareholders ofAmici India Limited pursuant to the Scheme of Amalgamationapproved by Hon'ble High Court of Delhi vide its order dated April 30,2007.

March 31, 2013 March 31, 2012

d.) Details of shareholders holding more than 5% shares in the Company

Preference shares of the Company are in the nature of Non-Cumulative Non-Participating Redeemable Preference shares having a face valueof Rs. 10/- per share. Preference shares carry a coupon rate of 6% per annum. Preference Shareholders are also entitled to vote on allresolutions in terms of the provisions of Section 87 of the Companies Act, 1956.

The total preference shares of the Company i.e. 10,000,000 are due for redemption at par on or before March 31, 2017.

c.) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during theperiod of five years immediately preceding the reporting date:

ETT BS - 31.03.2013


March 31, 2013As At



4 RESERVES & SURPLUSa.) Statutory Reserve (u/s 45-IA of the RBI Act, 1934)

Balance as per last Financial Statements - 2,58,189

Less: Transferred to General Reserve - 2,58,189

Closing Balance - -

b.) Securities Premium Reserve

Balance as per last Financial Statements 1,04,29,800 4,49,92,000

Less: Amount utilized towards issue of fully paid up Bonus Shares - 3,45,62,200

Closing Balance 1,04,29,800 1,04,29,800

c.) General Reserve

Balance as per last Financial Statements 63,07,289 60,49,100

Add: Transferred from Statutory Reserve - 2,58,189

Closing Balance 63,07,289 63,07,289

d.) Surplus/(Deficit) in the Statement of Profit & Loss


Profit for the year 3,72,27,082 5,21,83,951

Net Surplus in the Statement of Profit & Loss 25,48,49,700 21,76,22,618

Total (a+b+c+d) 27,15,86,789 23,43,59,707

5 LONG-TERM BORROWINGS

March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012

SECURED BORROWINGS Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)

Term Loans from Punjab & Sind Bank

- Term Loan - I - 2,78,76,146 - 2,70,55,995

- Term Loan - II - 11,35,11,861 - 7,57,40,128

- Term Loan - III - 41,31,10,094 - 1,62,31,050

- Term Loan - IV - 30,71,12,646 - 4,29,00,000

- 86,16,10,747 - 16,19,27,173Amount disclosed under the head "Other CurrentLiabilities" (Note 10) - - - (16,19,27,173)

Total - 86,16,10,747 - -

" Term Loan - I " was sanctioned with Rs. 10.83 crores with interest rate ranging from 11.00% to 12.75% p.a. and to be repaid in 49 EMIsof Rs. 27.10 lacs each w.e.f. January 2010. The loan had been primarily secured by way of assignment of lease rent receivables from‘Express Trade Towers 1’, Noida and collateral security of Plot No. 15 – 16, Sector 16 A, Noida – 201 301 (U.P.) and building constructedthereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr. Sanjay Arora.The Term Loan has been satisfied in full during the current period.

Current PortionNon - Current Portion

ETT BS - 31.03.2013


March 31, 2013As At



6 DEFERRED TAX LIABILITIES (NET)

Deferred Tax Liabilities

- Fixed Assets: Impact of difference between tax depreciation and depreciation/Amortization charged for financial reporting

Less: Deferred Tax Assets

- Impact of retirement benefits charged to the statement of profit & loss in the current year but allowed for tax purpose on payment basis

Net Deferred Tax Liabilities - 2,46,44,461

7 OTHER LONG-TERM LIABILITIES Others - Security Deposits 1,28,36,802 11,32,33,836 - Other Liabilities 5,41,153 4,57,153

1,33,77,955 11,36,90,989

8 PROVISIONS

March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)

Provision for Employee Benefits (Note 29)Provision for Gratuity 3,95,760 2,87,353 11,733 1,35,898Provision for Leave Benefits 2,94,665 1,92,844 16,773 42,357Provision for Sick Leave 15,444 35,697 2,671 7,153

7,05,869 5,15,894 31,177 1,85,408

" Term Loan - III " was sanctioned with Rs. 43.90 crores with interest rate ranging from 12.50% to 13.75% p.a. and to be repaid in 108EMIs commencing from March 2011 i.e. Two months EMIs for March & April 2011 Rs. 33.50 lacs each, Third EMI for May 2011 Rs.44.50 lacs, Next 33 EMIs from June 2011 to February 2014 Rs. 61.90 lacs each, next 36 EMIs from March 2014 to February 2017 Rs.71.20 lacs each, next 34 EMIs from March 2017 to December 2019 Rs. 81.90 lacs each, next one EMI for January 2020 Rs. 71.50 lacs andlast EMI for February 2020 Rs. 49.50 lacs. The loan had been primarily secured by way of assignment of lease rent receivables from‘Express Trade Towers 1’, Noida and collateral security of Plot No. 15 – 16, Sector 16 A, Noida – 201 301 (U.P.) and building constructedthereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr. Sanjay Arora.The Term Loan has been satisfied in full during the current period.

" Term Loan - II " was sanctioned with Rs. 29.57 crores with interest rate ranging from 10.00% to 11.75% p.a. and to be repaid in 24EMIs of Rs. 62.00 lacs each w.e.f. January 2010 and next 25 EMIs of Rs. 77 Lacs each. The loan had been primarily secured by way ofassignment of lease rent receivables from ‘Express Trade Towers 1’, Noida and collateral security of Plot No. 15 – 16, Sector 16 A, Noida– 201 301 (U.P.) and building constructed thereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi,Mr. Harvinder Singh & Mr. Sanjay Arora. The Term Loan has been satisfied in full during the current period.

" Term Loan - IV " was sanctioned with Rs. 40.00 crores (out of which Rs. 35.00 crores had been borrowed as per terms of sanction) withinterest rate ranging from 13.00% to 15.55% p.a. with moratorium of 2 years from August 2010 to July 2012 and to be repaid in 28quarterly installments (27 installments of Rs. 1.43 crores each and 28th installment of Rs. 1.39 crores) starting from September 2012 to June2019. The loan had been primarily secured against First charge by way of Equitable Mortgage on Commercial Land & Building at Plot No.79, Sector - 34, Gurgaon - 122 001 (Haryana), Exclusive first hypothecation charge on machinery & equipments of the project on that landand collateral security by way of First exclusive mortgage on plot no. 15 – 16, Sector 16 A, Noida – 201 301 (U.P.) and buildingconstructed thereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr.Sanjay Arora and Corporate Guarantee of M/s York Calltech Pvt. Ltd., a Subsidiary of the Company. The Term Loan has been satisfied infull during the current period.

Long - Term

- 2,48,58,096

Short - Term

2,13,635-

ETT BS - 31.03.2013


March 31, 2013As At



9 SHORT-TERM BORROWINGSLoan Repayable on DemandSecured Borrowings - Overdraft Facility from Bank* - 20,65,62,079

Loans and Advances from Related PartiesUnsecured Borrowings - From Directors (Note 31) 5,25,00,000 -

5,25,00,000 20,65,62,079

10 OTHER CURRENT LIABILITIES March 31, 2013 March 31, 2012

Amount (Rs.) Amount (Rs.)

Current portion of long-term borrowings (Note 5) - 16,19,27,173Statutory Dues Payable 11,41,771 5,29,870Creditors for Capital Expenditure 48,61,909 25,75,68,456Remuneration Payable to Directors 3,84,920 11,31,404

Other Payable:- - Expenses Payable 11,86,154 18,33,735 - Salary & Reimbursement Payable 4,61,498 4,66,775 - Others 19,41,660 7,31,336

99,77,912 42,41,88,749

* Overdraft Facility was secured against First charge by way of First exclusive mortgage on Plot No. 15 – 16, Sector 16 A, Noida – 201301 (U.P.) and building constructed thereon and repayable on demand with interest rate ranging from 13.50% to 15.25% p.a. alongwithPersonal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr. Sanjay Arora. The OverdraftFacility has been satisfied in full during the current period.

ETT BS - 31.03.2013

Note - 11 (All Figures in Rs.)

Cost as on Addition Sales / Adj. Total Cost As on During the Adjusted As on As on As onP A R T I C U L A R S 01.04.2012 during the during the as on 01.04.2012 year during the 31.03.2013 31.03.2013 31.03.2012

year year 31.03.2013 year

TANGIBLE ASSETS

LEASEHOLD LAND 28,78,55,652 - 28,70,06,187 8,49,465 - - - - 8,49,465 28,78,55,652

FREEHOLD LAND 2,52,75,921 - - 2,52,75,921 - - - - 2,52,75,921 2,52,75,921

BUILDING 5% 34,02,20,287 - 33,80,66,654 21,53,633 10,08,71,946 18,41,086 10,21,32,918 5,80,114 15,73,519 23,93,48,341

DATA PROCESSING MACHINES 40% 12,47,389 - - 12,47,389 10,49,038 79,340 - 11,28,378 1,19,011 1,98,351

ELECTRICAL INSTALLATIONS 13.91% 1,99,40,003 - 1,99,40,003 - 1,23,85,996 1,55,455 1,25,41,451 - - 75,54,007

FURNITURE & FIXTURES 18.10% 1,62,47,523 - 1,37,89,063 24,58,460 82,88,479 3,37,391 68,27,311 17,98,559 6,59,901 79,59,044

MACHINES & EQUIPMENTS 13.91% 10,39,01,258 8,87,815 10,29,83,970 18,05,103 6,55,17,363 8,70,047 6,59,48,473 4,38,937 13,66,166 3,83,83,895

OFFICE EQUIPMENTS 13.91% 30,29,516 51,698 21,74,283 9,06,931 13,94,760 84,517 9,92,435 4,86,842 4,20,089 16,34,756

VEHICLES 25.89% 14,10,972 - - 14,10,972 5,90,246 2,12,487 - 8,02,733 6,08,239 8,20,726

ASSETS COSTING <=Rs. 5000/- 100% 8,86,117 - 4,57,662 4,28,455 8,86,117 - 4,57,662 4,28,455 - - Sub Total (Rs.) (A) 80,00,14,638 9,39,513 76,44,17,822 3,65,36,329 19,09,83,945 35,80,323 18,89,00,250 56,64,018 3,08,72,311 60,90,30,693

CAPITAL WORK -IN- PROGRESS (Note 36) (B) 34,54,68,967 5,09,84,595 - 39,64,53,562 - - - - 39,64,53,562 34,54,68,967

Grand Total (Rs.) (A) + (B) 1,14,54,83,605 5,19,24,108 76,44,17,822 43,29,89,891 19,09,83,945 35,80,323 18,89,00,250 56,64,018 42,73,25,873 95,44,99,660

Previous Year 80,22,17,084 34,32,66,521 - 1,14,54,83,605 16,84,02,670 2,25,81,275 - 19,09,83,945 95,44,99,660 63,38,14,414

Rate of

Dep.

ETT LIMITEDNotes to Financial Statements for the Year Ended March 31, 2013

G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K

ETT BS - 31.03.2013


March 31, 2013As At



12 NON-CURRENT INVESTMENTS

TRADE INVESTMENT

UNQUOTED SHARES, AT COST No. of Book Value as at No. of Book Value as at

EQUITY SHARES FULLY PAID UP OF Shares March 31, 2013 Shares March 31, 2012

SUBSIDIARY COMPANY Amount (Rs.) Amount (Rs.)

Valley Computech Ltd., face value of Rs.10 each - - 917,150 45,36,65,200(Note 32)

Auxin Engineering Ltd., face value of Rs.10 each 50,000 25,069 - -(Note 31)

Total (A) 25,069 45,36,65,200

OTHER INVESTMENTQUOTED SHARESEQUITY SHARES FULLY PAID UP Punjab & Sind Bank 487 58,440 487 58,440

Total (B) 58,440 58,440

Total (A+B) 83,509 45,37,23,640

Aggregate amount of quoted investments 58,440 58,440Market Value of quoted investments 28,368 36,379Aggregate amount of unquoted investments 25,069 45,36,65,200

13 DEFERRED TAX ASSETS (NET)March 31, 2013 March 31, 2012

Amount (Rs.) Amount (Rs.)Deferred Tax Assets on account of: - Fixed Assets: Impact of difference between tax depreciation and depreciation/Amortization charged for financial reporting

Add: Deferred Tax Assets on account of: - Impact of retirement benefits charged to the statement of profit & loss in the current year but allowed for tax purpose on payment basis

Total Deferred Tax Assets 4,34,819 -

2,01,562 -

2,33,257 -

ETT BS - 31.03.2013


March 31, 2013As At



14 LOANS & ADVANCES


Capital Advances

Secured considered good - - - -

Unsecured considered good 85,68,051 1,91,10,527 - -

Total (A) 85,68,051 1,91,10,527 - -

Security Deposits


Unsecured considered good 6,32,950 19,57,200 - -

Total (B) 6,32,950 19,57,200 - -

Loans & Advances to related parties

Unsecured considered good 2,61,20,000 - - 55,99,40,500 Total (C) 2,61,20,000 - - 55,99,40,500

Other Loans and Advances

Unsecured considered good

- Advance to Others - - 25,303 14,28,347

- Tax Credit (Net of Provisions) 4,44,34,257 4,05,68,539 1,30,13,509 1,00,20,590

- Prepaid Expenses - 1,81,40,213 64,918 24,98,044

- Loans to Employees - - 3,000 22,875

- Advances to Employees - - 13,612 14,372

- Loans to Others - - - 25,04,699

Total (D) 4,44,34,257 5,87,08,752 1,31,20,342 1,64,88,927

Total (A+B+C+D) 7,97,55,258 7,97,76,479 1,31,20,342 57,64,29,427

15 OTHER ASSETS


Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)

Deposits with original maturity of more than 12 months (Note 19)*

1,50,005 1,50,005- -

Interest Accrued on Fixed Deposits 43,793 29,274 - -Interest Accrued on Security Deposit with Electricity Deptt. - - 1,800 -

Other Recoverable - - 1,80,00,350 -1,93,798 1,79,279 1,80,02,150 -

*(b) Fixed Deposit of Rs. 50,005/- (Previous Year Rs. 50,005/-) in favour of UPVAT Department, Noida has been pledged and kept bythem as Sales Tax Guarantee.

Non - Current (Long Term) Current (Short Term)

*(a) Fixed Deposits of Rs. 100,000/- (Previous Year Rs. 100,000/-) has been issued and pledged to issue Bank Guarantee in favour ofHVAT Department, Haryana and kept by them as Sales Tax Guarantee.

Non - Current Current

ETT BS - 31.03.2013


March 31, 2013As At



16 CURRENT INVESTMENTSTRADE INVESTMENTUNQUOTED SHARES, AT COST No. of Book Value as at No. of Book Value as atEQUITY SHARES FULLY PAID UP OF Shares March 31, 2013 Shares March 31, 2012SUBSIDIARY COMPANY Amount (Rs.) Amount (Rs.)

Noida Towers Pvt. Ltd. face value of Rs.10 each - - 10,000 1,00,000(Note 31)

- 1,00,000

17 INVENTORIES March 31, 2013 March 31, 2012

Amount (Rs.) Amount (Rs.)Inventories (As certified by the Management)(Valued at lower of cost or net realizable Value)Stores and Spares

Diesel - 10,22,709

Stock-in-Trade

Software 1,92,234 1,92,234

1,92,234 12,14,943

18 TRADE RECEIVABLES


Secured, considered good

Outstanding for a period

- Exceeding six months - - - 1,18,470

- Others - - 1,01,726 42,47,785- - 1,01,726 43,66,255

Unsecured, considered good


- Exceeding six months - - 2,31,252 -

- Others - - - 62,850

Total - - 3,32,978 44,29,105


ETT BS - 31.03.2013


March 31, 2013As At



19 CASH AND BANK BALANCES

March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012Cash and Cash Equivalents Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)

Balances with Scheduled Banks:

In Current Account - - 1,26,39,225 2,56,447

Cash in Hand - - 2,17,538 1,95,095

(As certified by the Management)

Revenue Stamps in Hand - - 10,925 11,305- - 1,28,67,688 4,62,847



Other Bank BalancesDeposits with original maturity of more than 12months(Note 15)

1,50,005 1,50,005 - -

1,50,005 1,50,005 - -

Amount disclosed under non - current assets (Note 15) (1,50,005) (1,50,005) - -

- - 1,28,67,688 4,62,847

20 REVENUE FROM OPERATIONS March 31, 2013 March 31, 2012

Amount (Rs.) Amount (Rs.)Sale of Services

Rental Income 3,23,30,028 20,67,36,690

Maintenance Income 1,17,36,792 5,82,36,230

Parking Charges 46,035 1,68,200

Water Charges 1,88,065 11,94,032

Sale of Product

Sale of Software - 80,000

4,43,00,920 26,64,15,152

21 OTHER INCOME March 31, 2013 March 31, 2012


Interest Income 18,119 2,82,345[Related to prior period Rs.1,800/- (Previous Year Rs. Nil)]

Dividend on Non-Current Investment 974 -

Dividend on Current Investment 77,64,304 -

Other Receipts 4,09,322 21,074

81,92,719 3,03,419



ETT BS - 31.03.2013


March 31, 2013As At



22CHANGES IN INVENTORIES OF FINISHED GOODS

Stock-in-Trade

- Software

Opening Stock 1,92,234 2,59,098Less: Closing Stock 1,92,234 1,92,234

- 66,864

23 EMPLOYEE BENEFITS EXPENSE

March 31, 2013 March 31, 2012


Salaries and Wages

Salaries 65,05,572 64,40,361

Directors' Remuneration 54,00,000 1,19,05,572 54,00,000 1,18,40,361

Contribution to Provident and Other FundsEmployer's Contribution to PF & ESI (Note 29) 1,01,952 1,06,984Retirement Benefits (Note 29) 3,96,018 4,97,970 2,65,286 3,72,270

Staff Welfare Expense 5,20,437 3,07,023

1,29,23,979 1,25,19,654

24 FINANCE COSTS

March 31, 2013 March 31, 2012Amount (Rs.) Amount (Rs.)

Interest Expense

Interest Paid - Bank 1,79,46,655 12,72,40,002Interest Paid - Others (Note 39) 7,781 1,04,309

Other Borrowing Costs

Processing Charges - 25,37,047

1,79,54,436 12,98,81,358

25 DEPRECIATION AND AMORTIZATIONEXPENSE March 31, 2013 March 31, 2012


Depreciation on Tangible Assets 35,80,323 2,25,81,275 p

35,80,323 2,25,81,275

ETT BS - 31.03.2013


March 31, 2013As At



26 OTHER EXPENSESOPERATIONAL EXPENSES

Power & Fuel 19,66,128 1,14,52,132

Water Expenses 10,798 76,530

Building - Repair & Maintenance 30,631 3,47,677

Plant & Machinery - Repair & Maintenance 2,76,981 1,26,29,729

Others - Repair & Maintenance 1,26,888 3,83,341

Security Expenses 4,81,712 29,62,771

Insurance 40,995 1,65,436

Brokerage & Commission 22,57,008 81,40,887

Lease Land Money 36,862 2,49,318

Rent Permission Fee 3,08,339 55,36,342 18,96,393 3,83,04,214

ADMINISTRATIVE & OTHER EXPENSES

Communication Expenses 2,25,027 2,87,608

Consultancy Expenses 31,10,145 48,27,650

Conveyance & Travelling 2,60,094 6,78,187[Related to prior period Rs. Nil (Previous Year Rs.5,124/-)]

Fees & Subscriptions 1,59,931 4,13,816Rates & Taxes 31,981 31,981

Business Promotion & Advertising 11,66,749 6,48,872Payment to Auditors (Note 26.1) 12,32,000 16,92,500[Related to prior period Rs. Nil (Previous Year Rs.10,000/-)]

Donation - 2,50,000

Loss on Sale of Current Investments (Net) 29,41,25,518 -

Securities Transaction Tax 4,57,049 -

Bad Debts 21,22,971 4,90,871Miscellaneous Expenses (Note 39) 1,97,239 30,30,88,704 4,79,435 98,00,920

30,86,25,046 4,81,05,13426.1 Payment to Auditors

March 31, 2013 March 31, 2012


Audit Fee 11,00,000 9,00,000

Taxation Matters 1,30,000 7,80,000

Other Services (certification fees) 2,000 12,500

12,32,000 16,92,500

ETT BS - 31.03.2013


March 31, 2013As At



27 EXCEPTIONAL ITEMS (NET)

Profit on Sale of Industrial Park (Note 37) 1,53,92,84,370 -

Loss on sale of Non-Current Investment in Subsidiary Company (1,23,64,93,700) -(Note 32)

30,27,90,670 -

28 EARNINGS PER SHARE (EPS)The following reflects the profit and share data used in the basic and diluted EPS computations:

March 31, 2013 March 31, 2012

Net Profit attributable to equity shareholders (Rs.) 3,72,27,082 5,21,83,951

Weighted average number of equity shares 1,03,68,660 1,03,68,660

Basic & Diluted Earning Per Share (Rs.) 3.59 5.03

Nominal Value Per Share (Rs.) 10/- 10/-

ETT BS - 31.03.2013

ETT BS -31.03.2013

29. EMPLOYEE BENEFITS

The disclosures as per Accounting Standard–15, “Employee Benefits” prescribed under the Companies (Accounting Standards) Rules, 2006 are as below:

Defined Contribution Plans Contribution to Defined Contribution Plans, recognized as an expense for the year is as under:

2012-13 2011-12

Employer’s Contribution to Provident Fund 61,934/- 56,172/- Employer’s Contribution to ESI 40,018/- 50,812/-

Defined Benefit PlansThe Company operates three defined benefit plans, viz., Gratuity, Leave Encashment (Earned Leave) and Leave Encashment (Sick Leave) for its employees. Under Gratuity Plan, every employee who has completed at least five years of service gets a gratuity on departure @ 15 days of last drawn salary for each completed year of service. The liability is unfunded.

Under Leave Encashment (Earned Leave) Plan, every employee who has completed at least one year of service is eligible to get 15 earned leaves. The liability is unfunded.

Under Leave Encashment (Sick Leave) Plan, every employee who has completed at least three months of service is eligible to get 12 sick leaves on proportionate basis in a year. The liability is unfunded.

Expenses Recognized in the Statement of Profit and Loss for the period (Amount in Rs.)

Particulars Gratuity Leave Salary * 31.03.2013 31.03.2012 31.03.2013 31.03.2012

Current Service Cost 75,632 88,349 68,327 113,031 Interest Cost 36,400 24,460 23,912 13,533 Past Service Cost - - - -

Actuarial loss / (gain) recognized in the period 149,550 15,738 42,197 10,175 Expenses recognized in the statement of Profit and Loss 261,582 128,547 134,436 136,739

Amounts to be recognized in Balance Sheet

(Amount in Rs.)Particulars Gratuity Leave Salary *

31.03.2013 31.03.2012 31.03.2013 31.03.2012

Present Value of Obligations 407,493 423,251 329,553 278,051 Fair value of Plan Assets - - - - Net Liability recognized in balance sheet 407,493 423,251 329,553 278,051

ETT BS -31.03.2013

Changes in the present value of the obligations during the period are as follows: (Amount in Rs.)

Particulars Gratuity Leave Salary * 31.03.2013 31.03.2012 31.03.2013 31.03.2012

Present Value of obligation as at the beginning of the period 423,251 294,704 278,051 163,047 Current Service Cost 75,632 88,349 68,327 113,031 Past Service Cost - - - - Interest Cost 36,400 24,460 23,912 13,533 Benefits Paid (277,340) - (82,934) (21,735)Actuarial loss / (gain) on obligations 149,550 15,738 42,197 10,175 Present Value of obligation as at the end of the period 407,493 423,251 329,553 278,051

The demographic assumptions used in determining Gratuity and Leave Salary obligations for the Company’s Plans are shown below:

Particulars Rate %

31.03.2013 31.03.2012

Discount Rate (per annum) 8.20 8.60 Rate of increase in Compensation levels (per annum) 5.00 5.00

The estimates of future salary increases, considered in actuarial valuation, take into account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

Amount for the current period and previous five periods are as follows:

Gratuity:-(Amount in Rs.)

Particulars 31.03.2013 31.03.2012 31.03.2011 31.03.2010 31.03.2009

Present Value of obligations 407,493 423,251 294,704 167,826 150,682 Plan Assets - - - - -

Surplus/ (Deficit) (407,493) (423,251) (294,704) (167,826) (150,682)Experience adjustments on plan liabilities- (Loss)/ Gain (123,535) (31,495) (10,046) 4,721 (116,712)Experience adjustments on plan assets- (Loss)/ Gain - - - - -

ETT BS -31.03.2013

Leave Salary*:- (Amount in Rs.)

Particulars 31.03.2013 31.03.2012 31.03.2011 31.03.2010 31.03.2009

Present Value of obligations 329,553 278,051 163,047 109,496 78,777 Plan Assets - - - - -

Surplus/ (Deficit) (329,553) (278,051) (163,047) (109,496) (78,777)Experience adjustments on plan liabilities- (Loss)/ Gain (25,087) (19,628) (41,424) - (64,765)Experience adjustments on plan assets- (Loss)/ Gain - - - - -

* Leave Salary includes Liability for outstanding Sick Leave and Earned Leave.

The above information is certified by the actuary and bifurcation of provision for gratuity and leave encashment plan into current and non-current portion is mentioned as per actuarial valuation report.

30. SEGMENT INFORMATION

The Company has only one Business Segment (IT Infrastructure Provider) and Geographical Segment (India) and therefore, according to the management this is a Single Segment Company as envisaged in the Accounting Standard - 17 on “Segment Reporting” prescribed under the Companies (Accounting Standards) Rules, 2006.

31. RELATED PARTY DISCLOSURES

Related Party relationships / transactions warranting disclosures under Accounting Standard - 18 “Related Party Disclosures” prescribed under the Companies (Accounting Standards) Rules, 2006 are as under:

(a) List of related parties where control exists and related parties with whom transactions have taken place:

Sr.No. Name of Related Parties Relationship 1 Valley Computech Ltd.#

Subsidiary 2 York Calltech Pvt. Ltd. 3 Noida Towers Pvt. Ltd.$ 4 Auxin Engineering Ltd.* 5 GST Hotel & Resorts Pvt. Ltd.@ 6 Mr. Gurupreet Sangla

Key Managerial Personnel 7 Mr. Sandeep Sethi 8 Mr. Harvinder Singh 9 Mr. Sanjay Arora 10 Mrs. Seema Sangla

Relatives of KMP

11 Mrs. Satvinder Kaur 12 Mrs. Kuldeep Kaur 13 Mrs. Alka Sethi

ETT BS -31.03.2013

14 Mrs. Shakuntla Arora 15 Express Infoways Pvt. Ltd.

Enterprises over which KMP are able to exercise significant

influence

16 Appreciate Fincap Pvt. Ltd. 17 Baba Ventures Pvt. Ltd. 18 Amici Securities Ltd. 19 Drishti Overseas Pvt. Ltd.

# During the current financial year, Valley Computech Pvt. Ltd. has been converted into Valley

Computech Ltd.

$ Ceased to exist as a subsidiary during the current financial year due to transfer of shares.

*By acquisition of 100% equity shares, Auxin Engineering Ltd. has become wholly owned subsidiary at

the beginning of the current financial year.

@ By acquisition of 100% equity shares by one of company`s subsidiary viz. Valley Computech Ltd.,

ETT Ltd. has become Ultimate Holding Company of GST Hotel & Resorts Pvt. Ltd. during the current

financial year.

(b) Transactions during the year with related parties (excluding reimbursements): (Amount in Rs.)

Sr.No.

Nature of Transaction Subsidiaries Enterprises over which KMP are

able to exercise

significantinfluence

KMP Relatives of KMP

Total

1 Loan given during the year 426,165,699 - - - 426,165,699

(455,185,500) (-) (-) (-) (455,185,500)

2 Loan Received Back during the year 959,986,199 - - - 959,986,199

(425,200,000) (-) (-) (-) (425,200,000)

3 Loan Received during the year - - 52,500,000 - 52,500,000

(-) (-) (-) (-) (-)

4 Loan Repaid during the year - - - - -

(-) (-) (12,750,000) (-) (12,750,000)

5Advances given under Agreement to Purchase Capital Asset

- - - - -

(-) (3,800,000) (-) (-) (3,800,000)

ETT BS -31.03.2013

6Advances received back under Agreement to Purchase Capital Asset

- - - - -

(-) (67,570,000) (-) (-) (67,570,000)

7 Subscription to Shares 808,500,000 - - - 808,500,000

(100,000) (-) (-) (-) (100,000)

8 Sale of Investment 25,671,500 - - - 25,671,500

(-) (-) (-) (-) (-)

9 Issue of Bonus Shares - - - - -

(-) (3,854,000) (16,451,000) (3,919,000) (24,224,000)

10 Transfer of Industrial Park

2,084,712,830 - - - 2,084,712,830

(-) (-) (-) (-) (-)

11 Directors’ Remuneration Paid

- - 5,400,000 - 5,400,000

(-) (-) (5,400,000) (-) (5,400,000)

Note: Figures in bracket represent previous year’s amount.

(c) Disclosure in Respect of Related Party Transactions during the year:

i) Loan given during the year includes Valley Computech Ltd. Rs. 4,000.30 Lacs (Previous Year Rs. 4,549.70 Lacs), Noida Towers Pvt. Ltd. Rs. 0.16 Lac (Previous Year Rs. 2.16 Lacs), Auxin Engineering Ltd. Rs. 261.20 Lacs (Previous Year Rs. Nil).

ii) Loan received back during the year includes Valley Computech Ltd. Rs. 9,597.55 Lacs (Previous Year Rs. 4,252.00 Lacs), Noida Towers Pvt. Ltd. Rs. 2.31 Lacs (Previous Year Rs. Nil).

iii) Loan received during the year includes Mr. Sandeep Sethi Rs. 150.00 Lacs (Previous Year Rs. Nil), Mr. Sanjay Arora Rs. 150.00 Lacs (Previous Year Rs. Nil), Mr. Gurupreet Sangla Rs. 66.00 Lacs (Previous Year Rs. Nil), Mr. Harvinder Singh Rs. 159.00 Lacs (Previous Year Rs. Nil). The loans do not carry any interest and are repayable on demand.

iv) Loan repaid during the year includes Mr. Sandeep Sethi Rs. Nil (Previous Year Rs. 59.50 Lacs), Mr. Sanjay Arora Rs. Nil (Previous Year Rs. 68.00 Lacs). The loans were not carrying any interest and were repayable on demand.

v) Advances given under Agreement to purchase Capital Asset includes Express Infoways Pvt. Ltd. Rs. Nil (Previous Year Rs. 38.00 Lacs).

ETT BS -31.03.2013

vi) Advances received back under Agreement to purchase Capital Asset includes Express Infoways Pvt. Ltd. Rs. Nil (Previous Year Rs. 675.70 Lacs).

vii) Subscription to Shares includes Shares of Noida Towers Pvt. Ltd. for Rs. Nil (Previous Year Rs. 1.00 Lac) and Shares of Valley Computech Ltd. for Rs. 8,085.00 Lacs (Previous Year Rs. Nil).

viii) Sale of Investment includes Sale of Shares to Auxin Engineering Ltd. for Rs. 256.72 Lacs (Previous Year Rs. Nil). (refer note 32)

ix) Issue of Bonus Shares includes Drishti Overseas Pvt. Ltd. Rs. Nil (Previous Year Rs. 5.52 Lacs), Appreciate Fincap Pvt. Ltd. Rs. Nil (Previous Year Rs. 28.12 Lacs), Amici Securities Ltd. Rs. Nil (Previous Year Rs. 4.90 Lacs), Sandeep Sethi Rs. Nil (Previous Year Rs. 51.38 Lacs), Sanjay Arora Rs. Nil (Previous Year Rs. 53.13 Lacs), Gurupreet Sangla Rs. Nil (Previous Year Rs. 30.00 Lacs), Harvinder Singh Rs. Nil (Previous Year Rs. 30.00 Lacs), Satvinder Kaur Rs. Nil (Previous Year Rs. 20.00 Lacs), Kuldeep Kaur Rs. Nil (Previous Year Rs. 12.50 Lacs), Alka Sethi Rs. Nil (Previous Year Rs. 3.75 Lacs), Shakuntla Arora Rs. Nil (Previous Year Rs. 2.94 Lacs).

x) Transfer of Industrial Park refers to Transfer of Industrial Park to Noida Towers Pvt. Ltd. for Rs. 20,847.13 Lacs (Previous Year Rs. Nil). (refer note 37)

xi) Directors’ Remuneration Paid includes remuneration paid to Mr. Gurupreet Sangla for Rs. 15.00 Lacs (Previous Year Rs. 15.00 Lacs), Mr. Sandeep Sethi Rs. 15.00 Lacs (Previous Year Rs. 15.00 Lacs), Mr. Harvinder Singh Rs. 12.00 Lacs (Previous Year Rs. 12.00 Lacs), Mr. Sanjay Arora Rs. 12.00 Lacs (Previous Year Rs. 12.00 Lacs).

(d) Closing Balance as on March 31, 2013 (Amount in Rs.)

Sr.No.

Nature of Transaction

Subsidiaries Enterprises over which KMP are

able to exercise

significantinfluence

KMP Relative of KMP

Total

1 Loan Given 26,120,000 - - - 26,120,000

(559,940,500) (-) (-) (-) (559,940,500)

2 Loan Received - - 52,500,000 - 52,500,000 (-) (-) (-) (-) (-)

Note: Figures in bracket represent previous year's amount.

Notes: a) Loans given to subsidiaries are in the nature of Interest-Free Loans where there is no repayment

schedule.

b) Corporate Guarantee of Rs. 640,000,000/- (Rupees Sixty Four Crores only) had been given to Punjab & Sind Bank to secure the term loans to one of the subsidiaries viz. M/s York Calltech Pvt. Ltd. By virtue of the said term-loan being satisfied in full during the current financial year, the above corporate guarantee stands nullified.

ETT BS -31.03.2013

32. During the current financial year, in view of corporate restructuring and pursuant to shareholders approval under section 293(1)(a) of the Companies Act, 1956, the Company has transferred its entire Investments in one of its wholly owned subsidiary viz., Valley Computech Ltd. to its another wholly owned subsidiary viz., Auxin Engineering Ltd. As a result of this transfer, Auxin Engineering Ltd. has become the holding company of Valley Computech Ltd. and ETT Limited has become ultimate holding company of Valley Computech Ltd.

33. In the opinion of the management current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of the business.

Some of the advances paid to contractors and suppliers, account of trade receivables & payables are subject to confirmation, due reconciliation and consequential adjustments arising there from, if any; however the management does not expect any material variation.

34. Loans and Advances in the nature of Loans given to subsidiaries and Associates etc. warranting disclosures under Clause 32 of the Listing Agreement are as under:

(Amount in Rs.) Sr.No.

Name of Company Relationship As on 31/03/2013

As on 31/03/2012

Maximum Bal.

During the year

1 Valley Computech Ltd. Subsidiary Nil 559,725,000 913,125,000

2 Noida Towers Pvt. Ltd. Subsidiary Nil 215,500 221,199

3 Auxin Engineering Ltd. Subsidiary 26,120,000 Nil 26,120,000Notes:

(a) Loans given to subsidiaries, as shown above, fall under the category of Loans & Advances in the nature of Interest Free Loans where there is no repayment schedule.

(b) Loans to employees as per Company's Policy are not considered. (c) No investment is made by the loanee companies in the shares of parent Company.

35. Information to be disclosed in accordance with Accounting Standard 19 on “Leases”

a.) Assets given on Lease

Sr.No.

Class of Assets Gross Block as on March 31, 2013

Depreciation for the year 2012 – 13

Accumulated depreciation as on

March 31, 2013 i Fixed Assets

Capital Work-in-Progress 396,453,562 Nil Nil

b.) Operating Lease

The Company has leased facilities under non-cancellable operating leases. The future minimum lease payment receivables in respect of these leases are disclosed as under:-

(Amount in Rs.)Particulars March 31, 2013

Within one year 20,313,180

Later than one year and not more than five years 87,346,674

Later than five years 96,442,283

ETT BS -31.03.2013

c.) General Description of Lease terms:

i) Lease rentals are charged on the basis of agreed terms. ii) Assets are given on lease over a period of 3 to 9 years.

36. CAPITALIZATION OF EXPENSES

During the year, the Company has capitalized the following expenses of revenue nature to the capital work-in-progress (CWIP). Consequently, expenses disclosed under the respective notes are net of amounts capitalized by the Company. (Amount in Rs.)

ParticularsAs on

31/03/2013 As on

31/03/2012

Power and Fuel 912,463 515,769

Finance Cost 8,471,930 55,481,733

Other Expenses 3,702,194 3,023,237

Total 13,086,587 59,020,739

- Borrowing Cost Capitalized during the year: Rs. 8,471,9 30/- (Previous Year: Rs. 55,481,733/-).

37. During the current financial year, the Company has transferred one of its approved and notified Industrial Park situated at Noida, as a going concern.

38. CONTINGENT LIABILITIES AND COMMITMENTS

Contingent Liabilities not provided for in respect of:

(a) During the previous financial year, company had received a demand of Entry Tax for Rs. 36,295/- u/s 22 of UPVAT Act, for the year 2007 – 2008, against which rectification application had been filed under section 31(1) under UPVAT Act, with the Assistant Commissioner, Ward – 3, Commercial Tax, Noida which is still pending for disposal. The Company had been legally advised that the said demand is likely to be deleted and therefore no provision has been made in this respect.

(b) During the current financial year, company has received a demand for Rs. 338,960/- u/s 143(3) of Income Tax Act, 1961, for the assessment year 2010 – 2011, against which Appeal has been filed u/s 246 of the Income Tax Act, 1961 for Rs. 286,237/- with the Commissioner of Income Tax, Appeal - II, Income Tax Office, New Delhi which is pending for disposal. The Company has been legally advised that the contested demand is likely to be deleted and therefore no provision has been made in this respect.

COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of Advances): Rs. 24,208,251/- (Previous Year Rs. 31,012,859/-) as certified by the management.

39. During the current financial year, the Company has deposited a sum of Rs.10,665/- plus interest thereon of Rs. 6,530/- against the Sale Tax / UPVAT demand under Entry Tax Act for the year 2008-09 and same is charged to profit & loss statement under the head of “Miscellaneous Expenses” and “Interest Paid Others”.

ETT BS -31.03.2013

40. EXPENDITURE IN FOREIGN CURRENCY (Amount in Rs.)

Particulars Year Ended 31.03.2013

Year Ended 31.03.2012

Membership Fees (USGBC) 17,004/- 15,563/-Total 17,004/- 15,563/-

41. TAXATION

The Company got approval from the Ministry of Commerce & Industry under the provisions of Section 80IA of the Income Tax Act, 1961 to declare ‘Express Trade Towers’, Plot No. 15 & 16, Sector – 16A, Noida – 201 301 as an Industrial Park for availing tax benefits vide notification no. 347/ 2006 F. No. 178/122/2006 – ITA – I dt. November 17, 2006. The Company decided to exercise the option of availing the tax benefits for 10 continuous years from the Assessment Year 2008-2009.

42. DEFERRED TAX

Deferred Tax Asset has not been recognized on account of losses carried forward and on account of unabsorbed depreciation where there is absence of virtual certainty of realizing the same in future.

43. Based on the information available with the Company, there are no dues outstanding to micro, small and medium enterprises covered under the Micro, Small and Medium Enterprises Development Act, 2006 at the Balance Sheet date. The above disclosure has been determined to the extent such parties have been identified on the basis of information available with the Company.

44. The Company has reclassified, regrouped and rearranged previous year figures, wherever considered necessary to conform to this year’s classification.


for VSD & ASSOCIATES for L.D. SARAOGI & CO. for and on behalf of the Board Chartered Accountants Chartered Accountants F.R.No. 008726N F.R.No. 005524N

Sd/- Sd/- Sd/- Sd/- (VINOD SAHNI) (JITENDER SARAOGI) (SANDEEP SETHI) (GURUPREET SANGLA) Partner Partner Managing Director Jt. Managing Director M.No. 086666 M.No. 502337

Sd/- (PUNITI SHARMA) Company Secretary Place : New Delhi Date : May 30, 2013

AR (ETT GROUP) – 31.03.2013

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors ETT LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying consolidated Financial Statements of ETT LIMITED (“the Company”) and its subsidiaries, which comprise the consolidated Balance Sheet as at March 31, 2013, and consolidated Statement of Profit and Loss and the consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

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

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

OTHER MATTERS

The financial statements of certain subsidiaries viz, Auxin Engineering Ltd. and GST Hotel & Resorts Pvt. Ltd., which reflect total assets of Rs. 39,855,488/- as at March 31, 2013, the total revenue of Rs. 38,932/- and net cash flows amounting to Rs. 322,289/- for the year then ended have been audited by one of the joint auditors M/s VSD & Associates whose reports have been furnished to the other joint auditor M/s L.D. Saraogi & Co., and opinion of M/s L.D. Saraogi & Co. is based solely on such reports.

AR (ETT GROUP) – 31.03.2013

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the consolidated Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the consolidated Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the consolidated Cash Flow Statement, of the cash flows for the year ended on that date.


F.R.No. 008726N F.R.No. 005524N

Sd/- Sd/- (Vinod Sahni) (Jitender Saraogi)

Partner Partner M. No. 086666 M. No. 502337

Place: New Delhi Date: May 30, 2013

As At As AtNote March 31, 2013 March 31, 2012

Amount (Rs.) Amount (Rs.)EQUITY & LIABILITIESSHAREHOLDERS' FUNDSShare Capital 3 20,36,86,600 20,36,86,600Reserves & Surplus 4 1,47,54,36,222 17,72,95,694

------------------------- 1,67,91,22,822 ------------------------ 38,09,82,294

NON-CURRENT LIABILITIESLong-Term Borrowings 5 - 1,20,79,56,831Deferred Tax Liabilities (Net) 6 - 2,46,44,461Other Long-Term Liabilities 7 2,94,86,988 14,54,36,767Long-Term Provisions 8 11,26,418 9,83,535

------------------------- 3,06,13,406 ------------------------ 1,37,90,21,594CURRENT LIABILITIESShort-Term Borrowings 9 5,25,00,000 20,65,62,079Trade Payables 1,15,97,374 5,60,34,426Other Current Liabilities 10 8,99,50,113 52,19,84,657Short-Term Provisions 8 16,36,249 29,00,024

------------------------- 15,56,83,736 ------------------------ 78,74,81,186

TOTAL 1,86,54,19,964 2,54,74,85,074ASSETS

NON-CURRENT ASSETSFixed Assets 11 - Tangible Assets 4,88,51,127 61,32,36,278 - Capital Work-in-Progress 39,64,53,562 34,54,68,967

Goodwill on Consolidation 39 1,82,37,069 -Non-Current Investments 12 58,440 58,440Deferred Tax Assets (Net) 13 1,26,28,446 2,21,71,732Long-Term Loans & Advances 14 10,84,43,897 9,82,75,583

Other Non-Current Assets 15 2,20,718 2,04,027------------------------- 58,48,93,259 ------------------------ 1,07,94,15,027

CURRENT ASSETSCurrent Investments 16 3,38,93,383 1,00,000Inventories 17 1,16,72,81,685 1,41,62,50,310Trade Receivables 18 2,12,19,337 1,40,80,906Cash and Bank Balances 19 1,79,22,178 61,64,088Short-Term Loans & Advances 14 2,05,35,976 3,14,74,743Other Current Assets 15 1,96,74,146 -

------------------------- 1,28,05,26,705 ------------------------ 1,46,80,70,047

TOTAL 1,86,54,19,964 2,54,74,85,074Significant Accounting Policies & Notes to Accounts 1 to 43




M.No. 086666 M.No. 502337

Sd/-(PUNITI SHARMA)


ETT LIMITEDConsolidated Balance Sheet as at March 31, 2013

Managing Director Jt. Managing Director


(SANDEEP SETHI) (GURUPREET SANGLA)

ETT GROUP BS - 31.03.2013

Year Ended Year EndedParticulars Note March 31, 2013 March 31, 2012

Amount (Rs.) Amount (Rs.)INCOMERevenue from Operations 20 44,70,69,646 56,17,24,138Other Income 21 93,45,486 8,49,131Total Revenue (A) ------------------------ 45,64,15,132 ------------------------ 56,25,73,269

EXPENSESMaterials and Contract Costs 5,27,15,897 7,87,84,455Fixed Assets converted into Stock-in-Trade - 1,52,80,57,360Changes in Inventories of Finished Goods 22 24,84,56,078 -1,41,39,89,846Employee Benefits Expense 23 1,96,69,411 1,82,56,727Finance Costs 24 3,06,72,953 20,23,99,196Depreciation and Amortization Expense 25 90,49,743 2,63,43,079Other Expenses 26 35,20,43,343 7,60,52,690Total Expenses (B) ------------------------ 71,26,07,425 ------------------------ 51,59,03,661

--------------------------- ----------------------Profit/(Loss) before exceptional items and tax (25,61,92,293) 4,66,69,608

Add: Exceptional Items 27 1,53,92,84,369 - -------------------------- ----------------------

Profit/(Loss) before tax 1,28,30,92,076 4,66,69,608Less: Tax ExpensesCurrent Tax (MAT) 29,39,089 1,07,17,010Less: MAT Credit Entitlement (29,39,089) 1,06,29,764

------------------------ ------------------------Net Current tax - 87,246Income Tax of Earlier Year 52,723 29,586Deferred Tax Charge / (Credit) (1,51,01,175) (11,66,225)

Profit/(Loss) for the period 1,29,81,40,528 4,77,19,001

Earnings Per Equity Share of face value of Rs. 10/- each 28 1.) Basic 125.20 4.60 2.) Diluted 125.20 4.60Significant Accounting Policies & Notes to Accounts 1 to 43



M.No. 086666 M.No. 502337

Sd/-(PUNITI SHARMA)


Consolidated Statement of Profit & Loss for the Year Ended March 31, 2013

ETT LIMITED




(A - B)



A. CASH FLOW FROM OPERATING ACTIVITIES :Net Profit/(Loss) after Interest and before Tax 1,28,30,92,076 4,66,69,608Adjustments for: Bad Debts 21,22,971 7,53,745Miscellaneous Income (Non Cash) (58,621) (44,186)Interest Paid 3,06,40,624 19,87,00,605Interest Income (44,624) (4,71,049)Loss from Sale of Current Investment 29,41,31,730 -Dividend Income (88,70,962) -Profit from Sale of Vehicle - (3,33,896)Depreciation and Amortization Expense 90,49,743 2,63,43,079Provision for Retirement Benefits 5,95,071 4,04,184Operating Profit before Working Capital Changes 1,61,06,58,007 27,20,22,090Adjustments for :Increase /(Decrease) in Long-Term Liabilities (11,59,49,779) 70,84,687Increase /(Decrease) in Trade Payables (4,43,78,431) 5,16,44,616Increase /(Decrease) in Other Current Liabilities 1,14,62,354 6,69,99,514(Decrease) /Increase in Non-Current Assets 1,81,38,201 2,57,859(Decrease) /Increase in Security Deposits Given 73,248 5,83,500Decrease /(Increase) in Inventories 24,89,68,625 (1,41,51,56,903)Decrease /(Increase) in Trade Receivables (72,56,703) (51,81,622)Decrease /(Increase) in Current Assets (1,40,61,467) 5,64,77,417Cost of Industrial Undertaking Transferred 57,55,17,572 -Retirement Benefits Paid (5,48,368) (61,571)Adjustment for Non-cash impact of Conversion of Fixed Assets into Inventorie - 1,48,24,34,509Direct Tax (Paid) / Refunded (41,19,072) (1,96,58,783)

NET CASH FROM OPERATING ACTIVITIES (A) 2,27,85,04,186 49,74,45,313

B. CASH FLOW FROM INVESTING ACTIVITIES :Decrease /(Increase) in Fixed Assets (Including Capital WIP) (5,81,35,562) 1,23,65,25,534Goodwill on Consolidation (2,27,96,336) -Decrease /(Increase) in Other Non-Current Assets (16,691) 4,05,424Decrease /(Increase) in Loans & Advances (2,09,92,024) 14,32,49,245Increase /(Decrease) in Current Liabilities (Projects) (25,48,73,290) 18,44,73,557Purchase of Investment in Subsidiary - (1,00,000)Sale of Investment in Subsidiary 5,97,170 -Decrease /(Increase) in Current Investment (3,38,93,383) -Loss from Sale of Current Investment (29,46,28,900) -Profit from Sale of Vehicle - 3,33,896Dividend Income 88,70,962Interest Income 44,624 4,71,049

Adjustment for Non-cash impact of Conversion of Fixed Assets into Inventories

- (1,48,24,34,509)

NET CASH USED IN INVESTING ACTIVITIES (B) (67,58,23,430) 8,29,24,196

ETT LIMITED Consolidated Cash Flow Statement for the Year Ended March 31, 2013



ETT LIMITED Consolidated Cash Flow Statement for the Year Ended March 31, 2013

C. CASH FLOW FROM FINANCING ACTIVITIES :Increase /(Decrease) in Long-Term Borrowings (1,20,79,56,831) (25,10,00,518)Increase /(Decrease) in Short-Term Borrowings (34,38,53,281) (14,08,81,152)Interest Paid (3,91,12,554) (25,33,54,750)NET CASH USED IN FINANCING ACTIVITIES (C) (1,59,09,22,666) (64,52,36,420)

NET INCREASE /(DECREASE) IN CASH & CASH EQUIVALENTS (A+B+C) 1,17,58,090 (6,48,66,911)OPENING BALANCE OF CASH & CASH EQUIVALENTS 61,64,088 7,10,30,999

CLOSING BALANCE OF CASH & CASH EQUIVALENTS 1,79,22,177 61,64,088Note: Figures in brackets indicate cash outflows.





M.No. 086666 M.No. 502337

Sd/-Place : New Delhi (PUNITI SHARMA)Date : May 30, 2013 Company Secretary




ETT GROUP BS (2012-2013)

ETT LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2013

1. BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention, as applicable to a going concern. The accounting policies have been consistently applied by the Company and are consistent with those used in previous year.

2. SIGNIFICANT ACCOUNTING POLICIES

a) PRINCIPLES OF CONSOLIDATION

The consolidated financial statements relate to ETT Limited (‘the Company’) and its subsidiary companies. The financial statements of the subsidiary companies used in the consolidation are drawn upto the same reporting date as of the Company. The consolidated financial statements have been prepared on the following basis:

a. The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with Accounting Standard - 21 “Consolidated Financial Statements”, prescribed under the Companies (Accounting Standards) Rules, 2006.

b. In compliance with Accounting Standard - 21 “Consolidated Financial Statements”, a subsidiary where the control is intended to be temporary is not consolidated and investment in the same is accounted for as per Accounting Standard – 13.

c. The difference between the costs of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognized in the financial statements as Goodwill or Capital Reserve, as the case may be.

d. Goodwill on consolidation represents the excess of the fair value of the purchase consideration over the Group’s share of the fair values of the identifiable net assets of the subsidiaries at the date of acquisition. Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is reviewed for impairment annually. The impairment value of goodwill is recognized immediately in the consolidated income statement. An impairment loss recognized for goodwill is not reversed in a subsequent period. If, after reassessment, the Group’s interest in the fair values of the identifiable net assets of the subsidiaries exceeds the cost of the business combinations, the excess is recognized immediately in the consolidated income statement.

e. As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company’s separate financial statements by regrouping, recasting or rearranging figures, wherever considered necessary.


b) USE OF ESTIMATES

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Difference between the actual results and estimates are recognized in the period in which the results are known / materialized.

c) INVESTMENTS

Long Term Investments are stated at cost as per the requirements of Accounting Standard – 13, “Accounting for Investments”, prescribed under the Companies (Accounting Standards) Rules, 2006. Decline in the value of long-term investments is recognized, if considered other than temporary.

Current Investments are stated at lower of cost or market value.

d) FIXED ASSETS

i) Fixed Assets are stated at their original cost of acquisition or construction less accumulated depreciation (except land) and impairment loss, if any.

ii) Cost comprises of purchase price and all expenses directly attributable to the acquisition or construction of the asset.

iii) Capital Work-in-Progress are capitalized as and when they are ready for use or put to use whichever is earlier. Till such time expenses incurred related to project and prior to commencement of project, including financing costs are capitalized under Capital Work-in-Progress.

iv) Capital work-in-progress account also includes material at site as on the date of consolidated balance sheet.

e) DEPRECIATION / AMORTIZATION

i) Depreciation has been provided for on the value capitalized under respective assets as stated above, as per the Written Down Value (WDV) Method at rates prescribed in Schedule XIV of the Companies Act, 1956 on the assets actually put to use during the current year except goodwill arising out of the consolidation.

ii) Depreciation is calculated on pro-rata basis from the date of acquisition and/or capitalization, as applicable.

iii) Assets individually costing Rs. 5,000/- (Rupees Five Thousand only) or less are fully depreciated in the year of purchase.

iv) Goodwill arising out of consolidation is amortized over a period of 5 years.

v) Amortization has not been provided on the leasehold land.


f) INVENTORIES

Inventories have been valued as under:

Finished Goods (Office Space) - At lower of cost or estimated realizable value Stores and Spares - At lower of cost or estimated realizable value Stock of Software - At lower of cost or estimated realizable value

The valuation of inventories has been made as per the requirements of Accounting Standard – 2, “Valuation of Inventories”, prescribed under the Companies (Accounting Standards) Rules, 2006.

g) PROVISION FOR RETIREMENT BENEFITS

a) Periodical contributions made to the concerned authorities towards Provident Fund and ESI are charged to Revenue on accrual basis.

b) The Company operates three defined benefit plans for its employees, viz. Gratuity, Leave Encashment (Earned Leave) and Leave Encashment (Sick Leave). As per the requirements of Accounting Standard – 15, “Employee Benefits”, prescribed under the Companies (Accounting Standards) Rules, 2006, the costs of providing benefits under these plans are determined on the basis of actuarial valuation at each year-end. Separate actuarial valuation is carried out for each plan using the projected unit credit method. Actuarial gains and losses for the all (three) defined benefit plans are recognized in full in the period in which they occur in the Statement of profit and loss. The liability under all three defined plans is unfunded.

h) TAXATION

Income tax comprises current tax and deferred tax. Current tax is the amount of tax payable as determined in accordance with the provisions of the Income Tax Act, 1961. As per the requirements of Accounting Standard – 22, “Accounting for Taxes on Income”, prescribed under the Companies (Accounting Standards) Rules, 2006, deferred tax assets and liabilities are recognized for the future tax consequences of timing differences, subject to the consideration of prudence. Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted by the balance sheet date.

Minimum Alternative Tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The Company recognizes MAT Credit available as an asset only to the extent that there is convincing evidence that the Company will pay normal income tax during the specified period i.e., the period for which MAT Credit is allowed to be carried forward. In the year in which company recognizes MAT credit as an asset in accordance with “Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income Tax Act, 1961”, the said asset is created by way of credit to the statement of profit and loss and shown as “ MAT Credit”.

i) EXPENSES

The Company has charged all expenses on accrual basis of accounting.

j) INCOME

The Company has recognized all incomes on accrual basis of accounting as per the requirements of Accounting Standard 9 – “Revenue Recognition” prescribed under the Companies (Accounting Standards) Rules, 2006.


In the case of future contracts, including open position in respect thereof at year end, profits and losses are recognized on mark to market basis.

k) FOREIGN CURRENCY TRANSACTIONS

Transactions in foreign currency are recorded at the exchange rates prevailing on the dates of the transactions.

l) IMPAIRMENT OF ASSETS

An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is charged to Statement of Profit and Loss in the year in which an asset is identified as impaired, except in case of goodwill on consolidation. The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable value.

m) BORROWING COSTS

Borrowing cost that is attributable to the acquisition or construction of a qualifying asset is capitalized as part of the cost of such asset and other borrowing costs are recognized as an expense in the period in which they are incurred. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use.

n) LEASE

Assets given under operating leases are included in fixed assets/ inventories. Lease income is recognized in the statement of profit and loss on a straight line basis over the lease term. Costs, including depreciation are recognized as an expense in the statement of profit and loss.

o) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the consolidated financial statements.

p) INTANGIBLE ASSETS

According to Accounting Standard – 26 on “Intangible Assets” prescribed under the Companies (Accounting Standards) Rules, 2006, in case of an expenditure incurred by the Company which may provide future economic benefits to the Company, however out of which, no intangible asset or other asset is acquired or created which can be recognized, the expenditure is recognized as an expense as and when it is incurred.

q) CASH FLOW STATEMENT

Cash Flows are reported using the indirect method as set out in the Accounting Standard - 3 on “Cash Flow Statement” prescribed under the Companies (Accounting Standards) Rules, 2006, whereby net profit before tax is adjusted for the effects of the transactions of non cash nature and any deferrals or accruals of the past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the company are segregated.


r) CASH AND CASH EQUIVALENTS

Cash and Cash Equivalents for the purpose of “Cash Flow Statement” comprise cash at bank and in hand and deposits with bank with an original maturity of three months or less.

s) EARNINGS PER SHARE

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted number of equity shares outstanding during the period.

For the purpose of calculating of diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted number of equity shares outstanding during the period are adjusted for the effects of all potential dilutive equity shares.

Note ParticularsAs At March 31,

2013As At March 31,

2012 Amount (Rs.) Amount (Rs.)

3 SHARE CAPITAL

Authorised Share Capital11,000,000 (Previous Year 11,000,000) Equity Shares of Rs. 10/- each 11,00,00,000 11,00,00,000


21,00,00,000 21,00,00,000

Issued, Subscribed & Fully Paid Up Share Capital

10,36,86,600 10,36,86,600



20,36,86,600 20,36,86,600

Equity Shares


Balance at the beginning of the period 1,03,68,660 10,36,86,600 69,12,440 6,91,24,400

Issued during the period - Bonus Issue - - 34,56,220 3,45,62,200Outstanding at the end of the period 1,03,68,660 10,36,86,600 1,03,68,660 10,36,86,600

Preference Shares


Balance at the beginning of the period 1,00,00,000 10,00,00,000 1,00,00,000 10,00,00,000

Issued during the period - - - -Outstanding at the end of the period 1,00,00,000 10,00,00,000 1,00,00,000 10,00,00,000

b.) Terms/ Rights attached

- Equity Shares

a.) Reconciliation of the Shares outstanding at the beginning and at the end of the reporting period

March 31, 2013

10,368,660 (Previous Year 10,368,660) Equity Shares of Rs. 10/- each fully paid up

Consolidated Notes to Financial Statements for the Year Ended March 31, 2013ETT LIMITED

March 31, 2012

March 31, 2013 March 31, 2012

The Company has only one class of Equity share having a face value of Rs. 10/- per share. Each holder of Equity Share is entitled to onevote per share. All the Equity Shares carry the same rights with respect to voting, dividend, etc.

In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, afterthe distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the shareholders.




- Preference Shares

March 31, 2013 March 31, 2012

No. of Shares No. of Shares

34,56,220 34,56,220

- 20,87,640

No. of Shares% holding in the

class No. of Shares% holding in the

class

(i) Equity Shares of Rs. 10/- each fully paid up - Key Managerial Personnel Sanjay Arora 15,93,900 15.37% 15,93,900 15.37%

Sandeep Sethi 15,41,400 14.87% 15,41,400 14.87%

Gurupreet Sangla 9,00,000 8.68% 9,00,000 8.68%

Harvinder Singh 9,00,000 8.68% 9,00,000 8.68% - OthersAppreciate Fincap Pvt. Ltd. 8,43,600 8.14% 8,43,600 8.14%

Satvinder Kaur 6,00,000 5.79% 6,00,000 5.79%

(ii) 6% Non Cumulative, Non Participating Redeemable Preference Shares of Rs. 10/- each fully paid up

- Key Managerial Personnel Sandeep Sethi 17,22,000 17.22% 17,22,000 17.22%

Sanjay Arora 12,47,500 12.48% 12,47,500 12.48%

Gurupreet Sangla 7,57,000 7.57% 7,57,000 7.57% - OthersAppreciate Fincap Pvt. Ltd. 39,45,500 39.46% 39,45,500 39.46%

Amici Securities Ltd. 12,57,500 12.58% 12,57,500 12.58%

Drishti Overseas Pvt. Ltd. 5,23,000 5.23% 5,23,000 5.23%

On November 18, 2011, issued & allotted 3,456,220 Equity Shares to the eligible holders of Equity Shares as Bonus Shares in the ratio of 1:2 by capitalizing Securities Premium Reserve.

Equity Shares were allotted as fully paid up to the shareholders of Amici India Limited pursuant to the Scheme of Amalgamation approved by Hon'ble High Court of Delhi vide its order dated April 30, 2007.

i) Equity Shares allotted as fully paid Bonus Shares by capitalization of Securities Premium Reserve

ii) Equity Shares allotted as fully paid-up pursuant to contracts for consideration other than cash

March 31, 2013 March 31, 2012

d.) Details of shareholders holding more than 5% shares in the Company

Preference shares of the Company are in the nature of Non-Cumulative Non-Participating Redeemable Preference shares having a facevalue of Rs. 10/- per share. Preference shares carry a coupon rate of 6% per annum. Preference Shareholders are also entitled to vote on allresolutions in terms of the provisions of Section 87 of the Companies Act, 1956.

The total preference shares of the Company i.e. 10,000,000 are due for redemption at par on or before March 31, 2017.

c.) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during theperiod of five years immediately preceding the reporting date:



4 RESERVES & SURPLUS March 31, 2013 March 31, 2012


a.) Statutory Reserve (u/s 45-IA of the RBI Act, 1934)

Balance as per last Financial Statements - 2,58,189

Less: Transferred to General Reserve - 2,58,189

Closing Balance - -

b.) Securities Premium Reserve

Balance as per last Financial Statements 1,04,29,800 4,49,92,000Less: Amount utilized towards issue of fully paid upBonus Shares - 3,45,62,200

Closing Balance 1,04,29,800 1,04,29,800

c.) General Reserve

Balance as per last Financial Statements 63,07,289 60,49,100

Add: Transferred from Statutory Reserve - 2,58,189

Closing Balance 63,07,289 63,07,289

d.) Surplus/(Deficit) in the Statement of Profit & Loss


Profit /(Loss) for the year 1,29,81,40,528 4,77,19,001

Net Surplus in the Statement of Profit & Loss 1,45,86,99,133 16,05,58,605

Total (a+b+c+d) 1,47,54,36,222 17,72,95,694

5 LONG-TERM BORROWINGSMarch 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012

SECURED BORROWINGS Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)

Term Loans from Punjab & Sind Bank

- Term Loan - I - 2,78,76,146 - 2,70,55,995

- Term Loan - II - 11,35,11,861 - 7,57,40,128

- Term Loan - III - 41,31,10,094 - 1,62,31,050

- Term Loan - IV - 30,71,12,646 - 4,29,00,000

- Term Loan - V - 34,63,46,084 - 2,78,64,029

- 1,20,79,56,831 - 18,97,91,202

Amount disclosed under the head "Other CurrentLiabilities" (Note 10) - - - (18,97,91,202)

Total - 1,20,79,56,831 - -

Current PortionNon - Current Portion



6 DEFERRED TAX LIABILITIES (NET)

March 31, 2013 March 31, 2012


Deferred Tax Liabilities on account of:

- Fixed Assets: Impact of difference between tax depreciation and 2,48,58,096

depreciation/Amortization charged for financial reporting

Less: Deferred Tax Assets - Impact of retirement benefits charged to the statement of profit & loss in the current year but allowed for tax purpose on payment basis

Net Deferred Tax Liabilities - 2,46,44,461

" Term Loan - III " was sanctioned with Rs. 43.90 crores with interest rate ranging from 12.50% to 13.75% p.a. and to be repaid in 108EMIs commencing from March 2011 i.e. Two months EMIs for March & April 2011 Rs. 33.50 lacs each, Third EMI for May 2011 Rs.44.50 lacs, Next 33 EMIs from June 2011 to February 2014 Rs. 61.90 lacs each, next 36 EMIs from March 2014 to February 2017 Rs.71.20 lacs each, next 34 EMIs from March 2017 to December 2019 Rs. 81.90 lacs each, next one EMI for January 2020 Rs. 71.50 lacsand last EMI for February 2020 Rs. 49.50 lacs. The loan had been primarily secured by way of assignment of lease rent receivables from‘Express Trade Towers 1’, Noida and collateral security of Plot No. 15 – 16, Sector 16 A, Noida – 201 301 (U.P.) and buildingconstructed thereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr.Sanjay Arora. The Term Loan has been satisfied in full during the current period.

" Term Loan - II " was sanctioned with Rs. 29.57 crores with interest rate ranging from 10.00% to 11.75% p.a. and to be repaid in 24EMIs of Rs. 62.00 lacs each w.e.f. January 2010 and next 25 EMIs of Rs. 77 Lacs each. The loan had been primarily secured by way ofassignment of lease rent receivables from ‘Express Trade Towers 1’, Noida and collateral security of Plot No. 15 – 16, Sector 16 A, Noida– 201 301 (U.P.) and building constructed thereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi,Mr. Harvinder Singh & Mr. Sanjay Arora. The Term Loan has been satisfied in full during the current period.

" Term Loan - I " was sanctioned with Rs. 10.83 crores with interest rate ranging from 11.00% to 12.75% p.a. and to be repaid in 49EMIs of Rs. 27.10 lacs each w.e.f. January 2010. The loan had been primarily secured by way of assignment of lease rent receivables from‘Express Trade Towers 1’, Noida and collateral security of Plot No. 15 – 16, Sector 16 A, Noida – 201 301 (U.P.) and buildingconstructed thereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr.Sanjay Arora. The Term Loan has been satisfied in full during the current period.

" Term Loan - IV " was sanctioned with Rs. 40.00 crores (out of which Rs. 35.00 crores had been borrowed as per terms of sanction) withinterest rate ranging from 13.00% to 15.55% p.a. with moratorium of 2 years from August 2010 to July 2012 and to be repaid in 28quarterly installments (27 installments of Rs. 1.43 crores each and 28th installment of Rs. 1.39 crores) starting from September 2012 toJune 2019. The loan had been primarily secured against First charge by way of Equitable Mortgage on Commercial Land & Building atPlot No. 79, Sector - 34, Gurgaon - 122 001 (Haryana), Exclusive first hypothecation charge on machinery & equipments of the project onthat land and collateral security by way of First exclusive mortgage on plot no. 15 – 16, Sector 16 A, Noida – 201 301 (U.P.) and buildingconstructed thereon, alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr.Sanjay Arora and Corporate Guarantee of M/s York Calltech Pvt. Ltd., a Subsidiary of the Company. The Term Loan has been satisfied infull during the current period.

" Term Loan - V " was sanctioned for Rs. 52.00 crores in the F.Y. 2010 - 2011 with interest rate ranging from 12.00% to 13.75% p.a. andto be repaid in 99 stepped up monthly installments commencing from June 2010. During the last financial year, sanctioned terms had beenrevised w.e.f. November 2011 viz. 08 Months EMIs: Rs. 64.07 Lacs, Next 12 Months EMIs: Rs. 64.90 Lacs, Next 12 Months EMIs: Rs.71.50 Lacs, Next 12 Months EMIs: Rs. 72.41 Lacs, Next 12 Months EMIs: Rs. 73.38 Lacs, Next 12 Months EMIs: Rs. 80.98 Lacs, Next 12Months EMIs: Rs. 82.03 Lacs and Rest 03 Months EMIs: Rs. 83.16 Lacs. The account was to be finally adjusted by September 2018. Theloan had been primarily secured by way of assignment of lease rent receivables in respect of Property at Plot No. B - 36, Sector - 132, Noida– 201 301 (U.P.), given on rent to M/s Netambit Infosources and E Services Pvt. Ltd. and collateral security of Property at Plot No. B - 36,Sector - 132, Noida – 201 301 (U.P.) and building constructed thereon consisting of Four Towers namely Tower 1, Tower 2, Tower 3 andTower 4 alongwith Personal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr. Sanjay Aroraand Corporate Guarantee of M/s ETT Limited (holding company). The term loan has been satisfied in full during the current period.

-

2,13,635-



March 31, 2013 March 31, 20127 OTHER LONG-TERM LIABILITIES Amount (Rs.) Amount (Rs.)

Others - Security Deposits - Tenants 2,72,98,764 14,49,79,614- Security Deposits - Sub-Lessee 16,47,071 -

- Other Liabilities 5,41,153 4,57,153

2,94,86,988 14,54,36,767

8 PROVISIONS


Provision for Employee Benefits (Note 30)Provision for Gratuity 6,18,117 5,04,207 50,032 1,40,218Provision for Leave Benefits 4,75,379 4,18,159 56,021 55,693Provision for Sick Leave 32,922 61,169 6,038 12,360

Provision for Project Expenses - - 15,24,158 26,91,75311,26,418 9,83,535 16,36,249 29,00,024

9 SHORT-TERM BORROWINGSMarch 31, 2013 March 31, 2012Amount (Rs.) Amount (Rs.)

Loan Repayable on DemandSecured Borrowings - Overdraft Facility from Bank* - 20,65,62,079

Loans and Advances from Related PartiesUnsecured Borrowings - From Directors (Note 32) 5,25,00,000 -

5,25,00,000 20,65,62,079

10 OTHER CURRENT LIABILITIES March 31, 2013 March 31, 2012Amount (Rs.) Amount (Rs.)

Current portion of long-term borrowings (Note 5) - 18,97,91,202Statutory Dues Payable 16,44,341 15,04,908Advance Received from Customers 7,59,99,023 6,58,25,554Security Deposits - Tenant 4,64,750 -Creditors for Capital Expenditure 48,61,909 25,85,67,605Remuneration Payable to Directors 3,84,920 11,31,404

Other Payables:- - Expenses Payable 36,39,266 35,58,734 - Salary & Reimbursement Payable 10,14,244 8,73,914 - Others 19,41,660 7,31,336

8,99,50,113 52,19,84,657

* Overdraft Facility was secured against First charge by way of First exclusive mortgage on Plot No. 15 – 16, Sector 16 A, Noida – 201301 (U.P.) and building constructed thereon and repayable on demand with interest rate ranging from 13.50% to 15.25% p.a. alongwithPersonal Guarantee of Directors: Mr. Gurupreet Sangla, Mr. Sandeep Sethi, Mr. Harvinder Singh & Mr. Sanjay Arora. The OverdraftFacility has been satisfied in full during the current period.

Long - Term Short - Term


Note - 11 (All Figures in Rs.)FIXED ASSETS

Cost as on Addition Sales / Adj. Total Cost As on During the Adjusted As on As on As onP A R T I C U L A R S 01.04.2012 during the during the as on 01.04.2012 year during the 31.03.2013 31.03.2013 31.03.2012

year year 31.03.2013 year

TANGIBLE ASSETS

LEASEHOLD LAND 28,78,55,652 - 28,70,06,187 8,49,465 - - - - 8,49,465 28,78,55,652

FREEHOLD LAND 2,52,75,921 1,35,47,170 - 3,88,23,091 - - - - 3,88,23,091 2,52,75,921

BUILDING 5% 34,02,20,287 - 33,80,66,654 21,53,633 10,08,71,945 18,41,086 10,21,32,918 5,80,113 15,73,520 23,93,48,342

DATA PROCESSING MACHINES 40% 23,47,468 9,450 - 23,56,918 20,11,274 1,35,834 - 21,47,108 2,09,810 3,36,194

ELECTRICAL INSTALLATIONS 13.91% 1,99,40,003 - 1,99,40,003 - 1,23,85,996 1,55,455 1,25,41,451 - - 75,54,007

FURNITURE & FIXTURES 18.10% 1,97,70,438 - 1,37,89,063 59,81,375 91,59,476 8,17,388 68,27,311 31,49,553 28,31,822 1,06,10,962

MACHINES & EQUIPMENTS 13.91% 10,41,58,521 9,78,096 10,29,83,970 21,52,647 6,55,48,956 9,09,145 6,59,48,473 5,09,628 16,43,019 3,86,09,565

OFFICE EQUIPMENTS 13.91% 34,36,393 10,65,431 21,74,283 23,27,541 15,09,419 1,63,856 9,92,435 6,80,840 16,46,701 19,26,974

VEHICLES 25.89% 24,27,560 - - 24,27,560 7,08,899 4,44,962 - 11,53,861 12,73,699 17,18,661

ASSETS COSTING <=Rs. 5000/- 100% 13,59,561 22,750 4,57,662 9,24,649 13,59,561 22,750 4,57,662 9,24,649 - - Sub Total (Rs.) (A) 80,67,91,804 1,56,22,897 76,44,17,822 5,79,96,879 19,35,55,526 44,90,476 18,89,00,250 91,45,752 4,88,51,127 61,32,36,278

CAPITAL WORK -IN- PROGRESS (Note 34) (B) 34,54,68,967 5,09,84,595 - 39,64,53,562 - - - - 39,64,53,562 34,54,68,967

Grand Total (Rs.) (A) + (B) ############ 6,66,07,492 76,44,17,822 45,44,50,441 19,35,55,526 44,90,476 18,89,00,250 91,45,752 44,53,04,689 95,87,05,245

Previous Year ############ 34,64,52,625 1,56,10,42,769 1,16,82,00,771 21,58,71,202 2,63,43,079 3,27,18,755 20,94,95,526 95,87,05,245 ############

Rate of

Dep.

ETT LIMITEDConsolidated Notes to Financial Statements for the Year Ended March 31, 2013

G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K



12 NON-CURRENT INVESTMENTS

NON-TRADE INVESTMENT

QUOTED SHARES No. of Book Value as at No. of Book Value as at

EQUITY SHARES FULLY PAID UP OF Shares March 31, 2013 Shares March 31, 2012


Punjab & Sind Bank 487 58,440 487 58,440

Total 58,440 58,440

Aggregate amount of quoted investments 58,440 58,440Market Value of quoted investments 28,368 36,379

13 DEFERRED TAX ASSETS (NET)March 31, 2013 March 31, 2012Amount (Rs.) Amount (Rs.)

Deferred Tax Assets on account of: - Brought Forward Business Losses 88,72,759 92,47,494 - Unabsorbed Depreciation 1,56,72,041 2,82,36,029 - Expenses allowable on payment basis 3,95,957 2,49,40,757 1,59,144 3,76,42,667

Less: Deferred Tax Liabilities on account of: - Depreciation 1,23,12,311 1,23,12,311 1,54,70,935 1,54,70,935

Net Deferred Tax Assets 1,26,28,446 2,21,71,732

14 LOANS & ADVANCES


Capital Advances


Unsecured considered good 5,08,18,051 2,91,10,527 - -

Total (A) 5,08,18,051 2,91,10,527 - -

Security Deposits


Unsecured considered good 40,25,952 40,99,200 - 10,000

Total (B) 40,25,952 40,99,200 - 10,000 Loans & Advances to related parties (Note 32)

Unsecured considered good - - - 2,15,500 Total (C) - - - 2,15,500

Other Loans and Advances

Unsecured considered good

Advance to Others - - 64,50,975 94,84,608

Tax Credit (Net of Provisions) 5,35,97,881 4,69,25,642 1,32,25,512 1,26,50,614

Prepaid Expenses 2,013 1,81,40,214 6,34,000 63,70,525

Loans to Employees - - 27,850 37,875

Advances to Employees - - 1,97,639 2,00,922

Loans to Others - - - 25,04,699

Total (D) 5,35,99,894 6,50,65,856 2,05,35,976 3,12,49,243

Total (A+B+C+D) 10,84,43,897 9,82,75,583 2,05,35,976 3,14,74,743

Non - Current (Long Term) Current (Short Term)



15 OTHER ASSETS



Deposits with original maturity of more than 12 months (Note 19)* 1,70,005 1,70,005 - -

Interest Accrued on Fixed Deposits 50,713 34,022 - -Interest Accrued on Security Deposit with Electricity Deptt. - - 1,800 -Other Recoverable - - 1,96,72,346 -

2,20,718 2,04,027 1,96,74,146 -

16 CURRENT INVESTMENTSTRADE INVESTMENTUNQUOTED SHARES No. of Book Value as at No. of Book Value as atEQUITY SHARES FULLY PAID UP OF Shares /Units March 31, 2013 Shares /Units March 31, 2012SUBSIDIARY COMPANY Amount (Rs.) Amount (Rs.)

Noida Towers Pvt. Ltd. face value of Rs.10 each - - 10,000 1,00,000(Note 31)

NON-TRADE INVESTMENTUNQUOTEDMUTUAL FUNDSBirla Sun Life Cash Manager 3,38,536.80 3,38,93,383 - -(NAV Rs. 100.1158/- per unit)

3,38,93,383 1,00,000

Aggregate amount of unquoted investments 3,38,93,383 1,00,000

17 INVENTORIES March 31, 2013 March 31, 2012Amount (Rs.) Amount (Rs.)

Inventories (As certified by the Management)(Valued at lower of cost or net realizable Value)

Finished GoodsOffice Space 1,16,56,00,632 1,41,40,56,710

Stores and Spares

Diesel 14,88,819 20,01,366

Stock-in-Trade

Software 1,92,234 1,92,234

1,16,72,81,685 1,41,62,50,310

*(b) Fixed Deposits of Rs. 70,005/- (Previous Year Rs. 70,005/-) in favour of UPVAT Department, Noida has been pledged and kept bythem as Sales Tax Guarantee.

*(a) Fixed Deposits of Rs. 100,000/- (Previous Year Rs. 100,000/-) has been issued and pledged to issue Bank Guarantee in favour ofHVAT Department, Haryana and kept by them as Sales Tax Guarantee.




18 TRADE RECEIVABLES


Secured, considered good


- Exceeding six months - - 66,72,752 8,78,711

- Others - - 79,23,567 1,30,84,679- - 1,45,96,319 1,39,63,390

Unsecured, considered good


- Exceeding six months - - 54,67,533 -

- Others - - 11,55,485 1,17,516

Total - - 2,12,19,337 1,40,80,906

19 CASH AND BANK BALANCES

March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012Cash and Cash Equivalents Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)

Balances with Scheduled Banks:

In Current Accounts - - 1,67,73,988 56,63,867

Cash in Hand - - 11,37,265 4,88,916

(As certified by the Management)

Revenue Stamps in Hand - - 10,925 11,305- - 1,79,22,178 61,64,088

Other Bank BalancesDeposits with original maturity of more than 12 months 1,70,005 1,70,005 - -

1,70,005 1,70,005 - -

Amount disclosed under non - current assets (1,70,005) (1,70,005) - -(Note 15)

- - 1,79,22,178 61,64,088

20 REVENUE FROM OPERATIONS March 31, 2013 March 31, 2012


Sale of Office Space 33,65,31,628 20,12,32,416

Sale of Services

Rental Income 6,14,45,380 26,93,76,711

Maintenance Income 4,06,71,259 8,27,47,059

Parking Charges 46,035 1,68,200

Water Charges 9,27,740 18,24,032

Professional Charges 42,000 10,31,32,414 39,000 35,41,55,002

Other Operating Revenue

Other Charges 74,05,604 62,56,720

Sale of Software - 74,05,604 80,000 63,36,720

44,70,69,646 56,17,24,138





21 OTHER INCOME March 31, 2013 March 31, 2012Amount (Rs.) Amount (Rs.)

Interest Income 44,624 4,71,049[Related to prior period Rs.1,800/- (Previous Year Rs. Nil)]

Profit from Sale of Vehicle - 3,33,896

Dividend on Non-Current Investment 974 -

Dividend on Current Investment 88,69,988 -

Other Receipts 4,29,900 44,186

93,45,486 8,49,131

22CHANGES IN INVENTORIES OF FINISHED GOODS


Stock-in-TradeOffice Space

Opening Stock 1,41,40,56,710 -Less: Closing Stock 1,16,56,00,632 24,84,56,078 1,41,40,56,710 (1,41,40,56,710)

Software

Opening Stock 1,92,234 2,59,098Less: Closing Stock 1,92,234 - 1,92,234 66,864

24,84,56,078 (1,41,39,89,846)

23 EMPLOYEE BENEFITS EXPENSE

March 31, 2013 March 31, 2012


Salaries and Wages

Salaries 1,26,91,678 1,17,58,289

Directors' Remuneration 54,00,000 1,80,91,678 54,00,000 1,71,58,289

Contribution to Provident and Other FundsEmployer's Contribution to PF & ESI (Note 30) 1,82,855 1,84,073Retirement Benefits (Note 30) 5,95,071 7,77,926 4,04,184 5,88,257

Staff Welfare Expense 7,99,807 5,10,181 [Related to prior period Rs. 2,035/- (Previous Year Rs. Nil)]

1,96,69,411 1,82,56,727

24 FINANCE COSTS


Interest Expense

Interest Paid - Bank 2,75,28,011 19,87,00,605Interest Paid - Others (Note 38) 31,44,942 1,24,503

Other Borrowing Costs

Processing Charges - 35,74,088

3,06,72,953 20,23,99,196



25 DEPRECIATION AND AMORTIZATION

EXPENSE March 31, 2013 March 31, 2012


Depreciation on Tangible Assets 44,90,476 2,31,55,079 Amortization of Goodwill on Consolidation (Note 39) 45,59,267 31,88,000

90,49,743 2,63,43,079

26 OTHER EXPENSESMarch 31, 2013 March 31, 2012Amount (Rs.) Amount (Rs.)

OPERATIONAL EXPENSES

Power & Fuel 65,81,908 1,37,29,966

Water Expenses 1,46,668 2,08,639

Building - Repair & Maintenance 33,99,854 12,94,182

Plant & Machinery - Repair & Maintenance 66,89,441 1,64,64,212

Others - Repair & Maintenance 5,80,126 6,28,586[Related to prior period Rs. 923/- (Previous Year Rs. Nil)]

Security Expenses 33,04,975 57,11,801

Rent Expenses 28,07,300 -

Insurance 3,53,693 2,50,418

Brokerage & Commission 91,37,588 1,72,95,055

Lease Land Money 36,862 2,49,318

Professional Charges - Computer 31,000 28,000

Rent Permission Fee 44,85,854 3,75,55,269 60,08,013 6,18,68,190

ADMINISTRATIVE & OTHER EXPENSES

Communication Expenses 4,99,464 4,48,766

Professional & Consultancy Expenses 85,93,544 71,97,682

Conveyance & Travelling 3,38,553 7,39,380[Related to prior period Rs. Nil (Previous Year Rs.5,124/-)]

Fees & Subscriptions 4,45,304 4,40,382Rates & Taxes 31,981 31,981

Business Promotion & Advertising 21,28,914 6,72,350Payment to Auditors (Note 26.1) 31,37,372 30,77,160[Related to prior period Rs. Nil (Previous Year Rs.45,000/-)]

Donation 2,50,000 2,50,000Loss from Sale of Current Investment (Net) 29,41,31,730 -

Loss from Futures & Option 18,26,756 -

Securities Transaction Tax 4,57,049 -

Capital Increase Expenses 1,30,000 -

Bad Debts 21,22,971 4,90,871Miscellaneous Expenses (Note 38) 3,94,436 31,44,88,074 8,35,928 1,41,84,500

35,20,43,343 7,60,52,690



26.1 Payment to AuditorsMarch 31, 2013 March 31, 2012


Audit Fee 22,46,068 18,22,660

Taxation Matters 6,86,180 12,20,000

Certification Fee 2,000 -

Other Services 2,03,124 34,500

31,37,372 30,77,160

27 EXCEPTIONAL ITEMS


Profit on Sale of Industrial Park (Note 35) 1,53,92,84,369 -1,53,92,84,369 -

28 EARNINGS PER SHARE (EPS)

Net Profit /(Loss) attributable to equity shareholders (Rs.) 1,29,81,40,528 4,77,19,001

Weighted average number of equity shares 1,03,68,660 1,03,68,660

Basic & Diluted Earning Per Share (Rs.) 125.20 4.60

Nominal Value Per Share (Rs.) 10/- 10/-

The following reflects the profit /(loss) and share data used in the basic and diluted EPS computations:



29. The Subsidiary companies considered in the consolidated financial statements are:

Sr. No.

Name of the Subsidiary Country of Incorporation

Proportion of ownership

interest 2012-13

Proportion of ownership

interest 2011-12

1 Valley Computech Ltd.# India 100% 100%

2 York Calltech Pvt. Ltd. India 100% 100%

3 GST Hotel & Resorts Pvt. Ltd.@ India 100% -

4 Auxin Engineering Ltd.* India 100% -

# During the current financial year, Valley Computech Pvt. Ltd. has been converted into Valley

Computech Ltd.

@ By acquisition of 100% equity shares by one of company`s subsidiary viz. Valley Computech Ltd.,

ETT Ltd. has become Ultimate Holding Company of GST Hotel & Resorts Pvt. Ltd. during the current

financial year.

*By acquisition of 100% equity shares, Auxin Engineering Ltd. has become wholly owned subsidiary at

the beginning of the current financial year.

30. EMPLOYEE BENEFITS

The disclosures as per Accounting Standard – 15 “Employee Benefits” prescribed under the Companies (Accounting Standards) Rules, 2006 are as follows:

Defined Contribution Plans Contribution to Defined Contribution Plans, recognized as an expense for the year is as under:

2012-13 2011-12

Employer’s Contribution to Provident Fund 101,126/- 91,782/- Employer’s Contribution to ESI 81,729/- 92,291/-

Defined Benefit Plans The Company operates three defined benefit plans, viz., Gratuity, Leave Encashment (Earned Leave) and Leave Encashment (Sick Leave) for its employees. Under Gratuity Plan, every employee who has completed at least five years of service gets a gratuity on departure @ 15 days of last drawn salary for each completed year of service. The liability is unfunded.

Under Leave Encashment (Earned Leave) Plan, every employee who has completed at least one year of service is eligible to get 15 earned leaves. The liability is unfunded.


Under Leave Encashment (Sick Leave) Plan, every employee who has completed at least three months of service is eligible to get 12 sick leaves on proportionate basis in a year. The liability is unfunded.

Expenses Recognized in the Statement of Profit and Loss for the period (Amount in Rs.)

Particulars Gratuity Leave Salary*

31.03.2013 31.03.2012 31.03.2013 31.03.2012

Current Service Cost 142,716 149,421 94,031 172,101

Interest Cost 55,421 38,646 47,074 31,837

Past Service Cost - - - - Actuarial loss / (gain) recognized in the period 186,003 (9,256) 69,826 21,435 Expenses recognized in the statement of Profit and Loss 384,140 178,811 210,931 225,373

Amounts to be recognized in Balance Sheet (Amount in Rs.)


31.03.2013 31.03.2012 31.03.2013 31.03.2012

Present Value of Obligations 668,149 644,425 570,360 547,381

Fair value of Plan Assets - - - - Net Liability recognized in balance sheet 668,149 644,425 570,360 547,381

Changes in the present value of the obligations during the period are as follows: (Amount in Rs.)


31.03.2013 31.03.2012 31.03.2013 31.03.2012

Present Value of obligation as at the beginning of the period 644,425 465,614 547,381 383,579

Current Service Cost 142,716 149,421 94,031 172,101 Past Service Cost - - - -

Interest Cost 55,421 38,646 47,074 31,837

Benefits Paid (360,416) - (187,952) (61,571)

Actuarial loss / (gain) on obligations 186,003 (9,256) 69,826 21,435 Present Value of obligation as at the end of the period 668,149 644,425 570,360 547,381


The demographic assumptions used in determining Gratuity and Leave Salary obligations for the Company’s Plans are shown below:

Particulars Rate %

31.03.2013 31.03.2012

Discount Rate (per annum) 8.30* & 8.20** 8.60

Rate of increase in Compensation levels (per annum) 5.00 5.00

* For York Calltech Pvt. Ltd.

** For ETT Ltd.

The estimates of future salary increases, considered in actuarial valuation, take into account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

Amount for the current period and previous five periods are as follows:

Gratuity:- (Amount in Rs.)

Particulars 31.03.2013 31.03.2012 31.03.2011 31.03.2010 31.03.2009

Present Value of obligations 668,149 644,425 465,614 355,981 311,705

Plan Assets - - - - -

Surplus/ (Deficit) (668,149) (644,425) (465,614) (355,981) (311,705)Experience adjustments on plan liabilities- (Loss)/ Gain (148,040) (15,630) 103,086 25,804 (109,950)Experience adjustments on plan assets- (Loss)/ Gain - - - - -

Leave Salary*:- (Amount in Rs.)

Particulars 31.03.2013 31.03.2012 31.03.2011 31.03.2010 31.03.2009

Present Value of obligations 570,360 547,381 383,579 327,597 276,420

Plan Assets - - - - -

Surplus/ (Deficit) (570,360) (547,381) (383,579) (327,597) (276,420)Experience adjustments on plan liabilities- (Loss)/ Gain (44,430) (39,549) (133,385) - (114,615)Experience adjustments on plan assets- (Loss)/ Gain - - - - -

* Leave Salary includes Liability for outstanding Sick Leave and Earned Leave.


The above information is certified by the actuary and bifurcation of provision for gratuity and leave encashment plan into current and non-current portion is mentioned as per actuarial valuation report.

31. SEGMENT INFORMATION

The Company has only one Business Segment (IT Infrastructure Provider and Allied Services) and Geographical Segment (India) and therefore, according to the management this is a Single Segment Company as envisaged in the Accounting Standard - 17 on “Segment Reporting” prescribed under the Companies (Accounting Standards) Rules, 2006.

32. RELATED PARTY DISCLOSURES

Related Party relationships / transactions warranting disclosures under Accounting Standard – 18 “Related Party Disclosures” prescribed under the Companies (Accounting Standards) Rules, 2006 are as follows: (a) List of related parties where control exists and related parties with whom transactions

have taken place:

Sr. No.

Name of Related Parties Relationship

1 Noida Towers Pvt. Ltd.# Subsidiary

2 Mr. Gurupreet Sangla

Key Managerial Personnel 3 Mr. Sandeep Sethi

4 Mr. Harvinder Singh

5 Mr. Sanjay Arora

6 Mrs. Seema Sangla

Relatives of KMP

7 Mrs. Satvinder Kaur

8 Mrs. Kuldeep Kaur

9 Mrs. Alka Sethi

10 Mrs. Shakuntla Arora

11 Express Infoways Pvt. Ltd.

Enterprises over which KMP are able to exercise significant

influence

12 Appreciate Fincap Pvt. Ltd.

13 Baba Ventures Pvt. Ltd.

14 Amici Securities Ltd.

15 Drishti Overseas Pvt. Ltd.

# Ceased to exist as a subsidiary during the current financial year due to transfer of shares.


(b) Transactions during the year with related parties (excluding reimbursements):

(Amount in Rs.) Sr.No.

Nature of Transaction Subsidiary Enterprises over which

KMP are able to exercise significant influence

KMP and Relatives of

KMP

Total

1 Loan Given 15,699 - - 15,699

(215,500) (-) (-) (215,500)

2 Loan Received Back 231,199 - - 231,199 (-) (-) (-) (-)

3 Loan Received - - 52,500,000 52,500,000

(-) (-) (-) (-)

4 Loan Repaid - - - -

(-) (-) (12,750,000) (12,750,000)

5Advances given under Agreement to Purchase Capital Assets

- - - -

(-) (3,800,000) (-) (3,800,000)

6Advances received back under Agreement to Purchase Capital Assets

- - - -

(-) (67,570,000) (-) (67,570,000)

7 Subscription to Shares - - - -

(100,000) (-) (-) (100,000)

8 Issue of Bonus Shares - - - -

(-) (3,854,000) (20,370,000) (24,224,000)

9 Directors Remuneration Paid

- - 5,400,000 5,400,000

(-) (-) (5,400,000) (5,400,000)


10 Transfer of Industrial Park

2,084,712,830 - - 2,084,712,830

(-) (-) (-) (-)

11 Advances received under agreements to sub-lease

- - - -

(-) (71,000,000) (-) (71,000,000)

12 Advances refunded under an agreement to sub-lease

- - - -

(-) (11,000,000) (-) (11,000,000)


(c) Disclosure in Respect of Material Related Party Transactions during the year :

a. Loan given during the year includes Noida Towers Pvt. Ltd. Rs. 0.16 Lac (Previous Year Rs. 2.16 Lacs).

b. Loan received back during the year includes Noida Towers Pvt. Ltd. Rs. 2.31 Lacs (Previous Year Rs. Nil).

c. Loan received during the year includes Mr. Sandeep Sethi Rs. 150.00 Lacs (Previous Year Rs. Nil), Mr. Sanjay Arora Rs. 150.00 Lacs (Previous Year Rs. Nil), Mr. Gurupreet Sangla Rs. 66.00 Lacs (Previous Year Rs. Nil), Mr. Harvinder Singh Rs. 159.00 Lacs (Previous Year Rs. Nil). The loans do not carry any interest and are repayable on demand.

d. Loan repaid during the year includes Mr. Sandeep Sethi Rs. Nil (Previous Year Rs. 59.50 Lacs), Mr. Sanjay Arora Rs. Nil (Previous Year Rs. 68.00 Lacs). The loans were not carrying any interest and were repayable on demand.

e. Advances given under Agreement to purchase Capital Assets include Express Infoways Pvt. Ltd. Rs. Nil (Previous Year Rs. 38.00 Lacs).

f. Advances received back under Agreement to purchase Capital Assets include Express Infoways Pvt. Ltd. Rs. Nil (Previous Year Rs. 675.70 Lacs).

g. Subscription to Shares includes Shares of Noida Towers Pvt. Ltd. Rs. Nil (Previous Year Rs. 1.00 Lac).

h. Issue of Bonus Shares includes Drishti Overseas Pvt. Ltd. Rs. Nil (Previous Year Rs. 5.52 Lacs), Appreciate Fincap Pvt. Ltd. Rs. Nil (Previous Year Rs. 28.12 Lacs), Amici Securities Ltd. Rs. Nil (Previous Year Rs. 4.90 Lacs), Sandeep Sethi Rs. Nil (Previous Year Rs. 51.38 Lacs), Sanjay Arora Rs. Nil (Previous Year Rs. 53.13 Lacs), Gurupreet Sangla Rs. Nil (Previous Year Rs. 30.00 Lacs), Harvinder Singh Rs. Nil (Previous Year Rs. 30.00 Lacs), Satvinder Kaur Rs. Nil (Previous Year Rs. 20.00 Lacs), Kuldeep Kaur Rs. Nil (Previous Year Rs. 12.50 Lacs), Alka Sethi Rs. Nil (Previous Year Rs. 3.75 Lacs), Shakuntla Arora Rs. Nil (Previous Year Rs. 2.94 Lacs).

i. Directors' Remuneration Paid includes remuneration paid to Mr. Gurupreet Sangla for Rs. 15.00 Lacs (Previous Year Rs. 15.00 Lacs), Mr. Sandeep Sethi Rs. 15.00 Lacs (Previous Year Rs. 15.00 Lacs), Mr. Harvinder Singh Rs. 12.00 Lacs (Previous Year Rs. 12.00 Lacs), Mr. Sanjay Arora Rs. 12.00 Lacs (Previous Year Rs. 12.00 Lacs).


j. Transfer of Industrial Park refers to Transfer of Industrial Park to Noida Towers Pvt. Ltd. for Rs. 20,847.13 Lacs (Previous Year Rs. Nil). (refer note 35)

k. Advance received under agreements to sub-lease includes Baba Ventures Private Limited Rs. Nil (Previous Year Rs. 710.00 Lacs).

l. Advance refunded under an agreement to sub-lease includes Baba Ventures Private Limited Rs. Nil (Previous Year Rs. 110.00 Lacs).

(d) Closing Balance as on March 31, 2013 (Amount in Rs.)

Nature of Transaction Subsidiary Enterprises over which

KMP are able to exercise significant influence

KMP and Relatives of

KMP

Total

Loan Given - - - -(215,500) (-) (-) (215,500)

Loans Received - - 52,500,000 52,500,000(-) (-) (-) (-)

Advance received under an agreement to sub-lease

- 60,000,000 - 60,000,000(-) (60,000,000) (-) (60,000,000)


33. In the opinion of the management current assets, loans and advances are approximately of the value stated, if realized in the ordinary course of the business.

Some of the advances paid, account of trade payables and receivables are subject to confirmation, due reconciliation and consequential adjustments arising therefrom, if any, however the management does not expect any material variation.

34. Information to be disclosed in accordance with Accounting Standard 19 on “Leases”

a) Assets given on Lease (Amount in Rs.)

Sr.No.

Class of Assets Gross Block as on March 31, 2013

Depreciation for the year 2012 – 13

Gross Block as on March 31, 2012

i Fixed Assets Capital Work-in-Progress 396,453,562 Nil 345,468,967

ii Inventories*

Office Space 1,165,600,632 Nil 1,414,056,710

*Includes partly occupied by self


b) Operating Lease

The Company has leased facilities under non-cancellable operating leases. The future minimum lease payment receivables in respect of these leases are disclosed as under:-

(Amount in Rs.)Particulars March 31, 2013 March 31, 2012

Within one year 23,317,644 44,851,296

Later than one year and not more than five years 90,251,612 210,320,757

Later than five years 98,205,010 133,965,325

c) General Description of Lease terms:

i) Lease rentals are charged on the basis of agreed terms. ii) Significant leasing arrangement of assets is for a period of 2 to 9 years.

35. During the current financial year, the Company has transferred one of its approved and notified Industrial Park situated at Noida, as a going concern.

36. One of the Subsidiaries of the Company M/s Noida Towers Pvt. Ltd. has been disposed off during the current financial year. The same has been excluded from consolidation since the control was intended to be temporary because the subsidiary was acquired and held exclusively with a view to its subsequent disposal.

37. CONTINGENT LIABILITIES AND COMMITMENTS

Contingent Liabilities not provided for in respect of:

(a) During the previous financial year, ETT Ltd. had received a demand of Entry Tax for Rs. 36,295/- u/s 22 of UPVAT Act, for the year 2007 – 2008, against which rectification application had been filed under section 31(1) under UPVAT Act, with the Assistant Commissioner, Ward – 3, Commercial Tax, Noida which is still pending for disposal. The Company had been legally advised that the said demand is likely to be deleted and therefore no provision has been made in this respect.

(b) During the current financial year, ETT Ltd. has received a demand for Rs. 338,960/- u/s 143(3) of Income Tax Act, 1961, for the assessment year 2010 – 2011, against which Appeal has been filed u/s 246 of the Income Tax Act, 1961 for Rs. 286,237/- with the Commissioner of Income Tax, Appeal - II, Income Tax Office, New Delhi which is pending for disposal. The Company has been legally advised that the contested demand is likely to be deleted and therefore no provision has been made in this respect.

(c) During the current financial year, Valley Computech Ltd. has received a demand of Income Tax for Rs. 46,158/- u/s 143(3) of Income Tax Act, 1961, for the assessment year 2010 – 2011, against which Appeal has been filed u/s 246 of the Income Tax Act, 1961 with the Commissioner of Income Tax, Appeal - II, Income Tax Office, New Delhi which is pending for disposal. The Company has been legally advised that the said demand is likely to be deleted and therefore no provision has been made in this respect.

COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of Advances): Rs. 24,208,251/- (Previous Year Rs. 31,012,859/-) as certified by the management.


38. During the current financial year, the ETT Ltd. has deposited a sum of Rs.10,665/- plus interest thereon of Rs. 6,530/- against the Sale Tax / UPVAT demand under Entry Tax Act for the year 2008-09 and same is charged to profit & loss statement under the head of “Miscellaneous Expenses” and “Interest Paid Others”.

39. Goodwill on Consolidation (Amount in Rs.)

40. TAXATION

The Company got approval from the Ministry of Commerce & Industry under the provisions of Section 80IA of the Income Tax Act, 1961 to declare ‘Express Trade Towers’, Plot No. 15 & 16, Sector – 16A, Noida – 201 301 as an Industrial Park for availing tax benefits vide notification no. 347/ 2006 F. No. 178/122/2006 – ITA – I dt. November 17, 2006. The Company decided to exercise the option of availing the tax benefits for 10 continuous years from the Assessment Year 2008-2009.

41. DEFERRED TAX

Deferred Tax Asset has not been recognized on account of losses carried forward and on account of unabsorbed depreciation where there is absence of virtual certainty of realizing the same in future.

42. Based on the information available with the Company, there are no dues outstanding to micro, small and medium enterprises covered under the Micro, Small and Medium Enterprises Development Act, 2006 at the Balance Sheet date. The above disclosure has been determined to the extent such parties have been identified on the basis of information available with the Company.

43. The Company has reclassified, regrouped and rearranged previous year figures, wherever considered necessary to conform to this year’s classification.


for VSD & ASSOCIATES for L.D. SARAOGI & CO. for and on behalf of the Board Chartered Accountants Chartered Accountants F.R.No. 008726N F.R.No. 005524N

Sd/- Sd/- Sd/- Sd/- (VINOD SAHNI) (JITENDER SARAOGI) (SANDEEP SETHI) (GURUPREET SANGLA) Partner Partner Managing Director Jt. Managing Director M.No. 086666 M.No. 502337 Sd/-

(PUNITI SHARMA) Company Secretary Place : New Delhi Date : May 30, 2013

Particulars Year Ended 31.03.2013

Year Ended 31.03.2012

Opening Balance Nil 3,188,000

Add: Goodwill generated during the year 22,796,336 -

Less: Amortized during the year 4,559,267 3,188,000

Closing Balance 18,237,069 Nil

Report on Review of Interim Financial Information

To the Board of Directors, ETT Limited

We have reviewed the accompanying statement of unaudited financial results of M/s ETT Limited for the quarter ended December 31, 2013 being submitted by the company pursuant to the requirement of Clause 41 of the Listing Agreement, except for the disclosures regarding ‘Public Shareholding’ and ‘Promoter and Promoter Group Shareholding’ which have been traced from disclosures made by the management and have not been reviewed by us. This statement is the responsibility of the Company’s Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial statements based on our review.

We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Institute of Chartered Accountants of India. This Standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of Ministry of Corporate Affairs in respect of the Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Clause 41 of the Listing Agreement including the manner in which it is to be disclosed, or that it contains any material misstatement.

for VSD & ASSOCIATES for L.D. SARAOGI & CO. Chartered Accountants Chartered Accountants Firm Regn. No. 008726N Firm Regn. No. 005524N


Place : New Delhi Date : February 14, 2014

Year Ended

31st Dec 2013 30th Sept 2013 31st Dec 2012 31st Dec 2013 31st Dec 2012 31st Mar 2013

(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)

1(a) Net sales / income from operations 81.76 86.66 - 251.11 443.01 443.01(b) Other Operating Income - - - - - -

81.76 86.66 - 251.11 443.01 443.01

2(a) Cost of materials consumed - - - - - -(b) Purchases of stock-in-trade - - - - - -(c) Changes in inventories of finished goods, work-in-

progress and stock-in-trade - - - - - -

(d) Employee benefits expenses 26.37 26.94 32.08 86.15 96.89 129.24(e) Brokerage & Commission Charges - - - - - 22.57(f) Depreciation and amortization expenses 64.13 64.41 1.66 186.06 34.05 35.80(g) Direct Expenses 1.18 0.22 - 2.26 8.28 8.28(h) Maintenance Expenses 7.33 8.82 0.64 23.97 9.89 9.55(i) Electricity Charges 13.21 17.50 - 50.23 14.38 14.96(j) Loss on Sale (Net)/ Provision for dimunition in

value of Invetsments - - 1,260.36 - 1,300.75 2,941.26

(k) Other Expenditure 2.65 13.32 4.35 19.39 47.42 89.64114.87 131.21 1,299.09 368.06 1,511.66 3,251.30

3(33.11) (44.55) (1,299.09) (116.95) (1,068.65) (2,808.29)

4 4.51 9.93 25.80 23.54 138.08 81.935

(28.60) (34.62) (1,273.29) (93.41) (930.57) (2,726.36)

6 0.07 33.65 - 33.73 175.83 179.557

(28.67) (68.27) (1,273.29) (127.14) (1,106.40) (2,905.91)

8 - - 193.60 - 15,392.84 3,027.919

(28.67) (68.27) (1,079.69) (127.14) 14,286.44 122.00

10 17.94 16.42 0.08 50.65 (231.01) (250.27)11

(46.61) (84.69) (1,079.77) (177.79) 14,517.45 372.27

12 - - - - - -

13 (46.61) (84.69) (1,079.77) (177.79) 14,517.45 372.2714

1,036.87 1,036.87 1,036.87 1,036.87 1,036.87 1,036.87

15- - - - - 2,715.87

16. i

(a) Basic (0.45) (0.82) (10.41) (1.71) 140.01 3.59(b) Diluted (0.45) (0.82) (10.41) (1.71) 140.01 3.59

16. ii

(a) Basic (0.45) (0.82) (10.41) (1.71) 140.01 3.59(b) Diluted (0.45) (0.82) (10.41) (1.71) 140.01 3.59

Period Ended

ETT LIMITED

Income from operations

(Refer Notes Below)

Quarter EndedParticularsSl. No.

Regd. Office: 17, Hemkunt Colony, New Delhi - 110 048 Part I

Statement of Standalone Unaudited Financial Results for the Quarter Ended December 31, 2013(Rs. In Lakhs)

Total income from operations (net)

Expenses

Finance costs

Net Profit / (Loss) from Ordinary Activities after tax (9-10)Extraordinary items (net of tax expense Rs. Nil)

Net Profit / (Loss) for the period (11-12)

Profit / (Loss) from ordinary activities before tax (7+8)

Profit / (Loss) from ordinary activities after finance costs but before exceptional items (5-6)

Exceptional items

Paid-up equity share capital (Face value of Rs. 10/- per share)

Earnings per share (in Rs.) (before extraordinaryitems) (of Rs. 10/- each) (not annualised):

Earnings per share (in Rs.) (after extraordinaryitems) (of Rs. 10/- each) (not annualised):

Reserve excluding Revaluation Reserves (as per audited balance sheet) of previous accounting year

Tax expense

Total expenses

Profit / (Loss) from operations before other income, finance costs and exceptional items (1-2)Other incomeProfit / (Loss) from ordinary activities before finance costs and exceptional items (3+4)

Page 1 2

A1

31,00,560 31,00,560 30,73,400 31,00,560 30,73,400 30,73,400

29.90% 29.90% 29.64% 29.90% 29.64% 29.64%2

a) Pledged / Encumbered - Number of shares - Percentage of shares (as a % of the total shareholding of promoter and promoter group - Percentage of shares (as a % of the total share capital of the company)

--

-

--

-

--

-

--

-

--

-

--

-

b) Non - encumbered - Number of shares - Percentage of shares (as a % of the total shareholding of promoter and promoter group - Percentage of shares (as a % of the total share capital of the company)

7,268,100100%

70.10%

7,268,100100%

70.10%

7,295,260100%

70.36%

7,268,100100%

70.10%

7,295,260100%

70.36%

7,295,260100%

70.36%

Notes :

1

2

3

4

5

6

7

for and on behalf of ETT Ltd.

Sd/-Gurupreet Sangla Jt.Managing Director

Place : New DelhiDate :

Part II

The above results have been reviewed by the Audit Committee and taken on record at the meeting of the Board of Directors of the Company held onFebruary 14, 2014.

B ParticularsQuarter Ended 31st Dec 2013

February 14, 2014

The Statutory Auditors have performed a Limited Review of the above results.

The Company is primarily engaged in single Business Segment (IT Infrastructure Provider) and Geographical Segment (India). Hence, no additionaldisclosure under Accounting Standard 17 prescribed under the Companies (Accounting Standards) Rules, 2006 is required.

Investor complaints

Pending at the beginning of the quarterReceived during the quarterDisposed off during the quarterRemaining unresolved at the end of the quarter

The figures for the corresponding previous quarter / periods have been recasted / regrouped, wherever considered necessary.

For the period ended December 31, 2012, Profit on Sale of Notified Industrial Park has been taken into account under the head “Exceptional Items”.

Particulars of ShareholdingPublic shareholding- Number of shares

Promoters and Promoter Group Shareholding

- Percentage of shareholding

Tax expense includes Current Income Tax, Deferred Tax and MAT credit.

NILNILNILNIL

The Company has received In-Principle approval from BSE Ltd. (BSE) on February 07, 2014 for listing of its entire equity share capital i.e. 1,03,68,660shares.

Page 2 2

ETT Limited

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as described below:

� There are no outstanding litigation suits, criminal or civil or economic or tax litigation/ disputed tax liability or any other litigation against our company, our Directors, our promoter and promoters and group companies, which may affect the operation and finances of the Company or that would have material adverse effect on our Business.

� There are no outstanding litigation, defaults etc., or any criminal prosecution launched against the Company, its Directors, Promoters and Group Companies for alleged offences under any enactment in respect of Paragraph 1 of Part – I of Schedule XIII to the Companies Act, 1956.

� Except as mentioned under Auditors Report of our Company and our Group Company, there is no default, in meeting statutory dues, institutional dues and towards instruments holder like debenture, fixed deposit and arrears on cumulative preference shares etc.; made by the Company, its Directors, its Promoters and Group Companies.

� The Company, its Directors, its promoters and group companies have neither been suspended by SEBI/ stock exchange nor any disciplinary action has been taken by SEBI.

Details of litigations

Sl. No. Nature of Litigation / Dispute / Default / Non – Payment

Quantum of Claims / Demands

Status / outcome of litigation, dispute

1. Two Criminal Complaints under Section 138 / 142 of the Negotiable Instruments Act filed by Appreciate Fincap Pvt. Ltd. (in which Mr. Harvinder Singh and Mr. Gurupreet Sangla are Directors) against M/s HKK Buildwell (P) Ltd.

Rs. 1,00,00,000/- and Rs. 1,26,85,000/-

Pending in Hon’ble Courts of MetropolitanMagistrates at Saket and Dwarka, New Delhi

2. Company Petition and civil suit filed by Appreciate Fincap Pvt. Ltd. (in which Mr. Harvinder Singh and Mr. Gurupreet Sangla are Directors) against M/s HKK Buildwell (P) Ltd. for Winding-up of M/s HKK Buildwell (P) Ltd.

Non-Payment of Rs. 2,26,85,000/- by the party

The Company petition and civil suit have been disposed off as the decree has been passed by the Hon’ble High Court of Delhi. Now, the execution petition is pending in the Court for the recovery of the decretal amount.

Material developments since the last balance sheet date: Nil

ETT Limited

GOVERNMENT APPROVALS

Sl.No.

Particulars of License / Registration / Approval

Name of Issuing Authority Date of Issue and approval No.

1. Certificate of Incorporation with the name Indian Express Media Pvt. Ltd.

Registrar of Companies, Maharashtra, Mumbai

DOI : 11.11.1993 REGN. NO. : 11 - 75092

2. Certificate of Incorporation with the name Indian Express Media Ltd. being deemed Public Company u/s 43A(1) of the Companies Act, 1956.


DOI : 19.04.1995 REGN. NO. : 11 - 75092

3. Fresh Certificate of Incorporation on change of name of the Company to Indian Express Multi Media Ltd.


DOI : 14.06.1995 REGN. NO. : 11 - 75092

4. Certificate of Incorporation on addition of the word “Private” to the Company’s name u/s 43A(2A) of the Companies Act, 156 after deletion of the provisions of Section 43A.


DOI : 15.02.2001 REGN. NO. : 11 - 75092

5. Fresh Certificate of Incorporation on Conversion as a Public Limited Company.


DOI : 24.12.2002 REGN. NO. : 11 - 75092

6. Certificate issued on shifting of Registered Office of the Company from the State of Maharashtra to the NCT of Delhi as approved by the Hon’ble Company Law Board vide its order dated October 30, 2003.

Registrar of Companies, NCT of Delhi & Haryana

DOI : 29.12.2003 REGN. NO. : U22122DL1993PLC123728

7. Fresh Certificate of Incorporation pursuant to name change of the Company from Indian Express Multi Media Ltd. to ETT Ltd.

Registrar of Companies, NCT of Delhi & Haryana

DOI: 01.06.2007 Corporate Identity No.: U22122DL1993PLC123728

8. Permanent Account Number Income Tax Department DOI : 07.06.2007 PAN : AAAC12839Q

9. Tax Deduction Account Number

Income Tax Department DOI : 15.01.2003 TAN : DEL– 1 –03583G

10. Sale Tax Number Sale Tax Department, Noida DOI : 20.12.2003 SALE TAX NO. : ND 5317415

11. Tax Deduction Account Number under Delhi Value Added Tax

Department of Trade and Taxes, Government of NCT of Delhi

DOI : 19.12.2006 TAN : 07803002085

ETT Limited

12. Certificate of Importer-Exporter Code (IEC)

Ministry of Commerce, Office of Jt. Director General of Foreign Trade, New C.G.O. Building, New Marine Lines, Mumbai

DOI : 10.06.2003 IEC No. : 0303015535

13. Centralized Registration for Service Tax

Office of the Commissioner of Service Tax

DOI : 19.03.2009 Approval No.: IV(16)Hqrs/Tech/159/ST/09/6061

14. Building Plans Approval for the Commercial Project at Gurgaon

Haryana Urban Development Authority

DOI : 13.06.2008 Approval No.: SDE(S) 446

15. Full Occupation Certificate in respect of Commercial Project at Gurgaon

Haryana Urban Development Authority

DOI : 07.04.2011 Approval No.: SDE(S) 376

ETT Limited

OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for Listing

Presently, the equity shares of the Company are listed on DSE, LSE and ASE.

The Board of Directors of the Company vide its resolution passed in the meeting held on 25th July, 2013 has approved for making application to BSE for listing of its equity shares on BSE under direct listing route.

The Company has received in-principle approval from BSE on 7th February, 2014 and the Board of Directors of the Company vide its resolution passed in the meeting held on 14th February, 2014 has approved for signing Listing Agreement with BSE.

ETT Limited

Prohibition by SEBI

The Company, its Directors, its Promoters, other companies promoted by the Promoters and companies with which the Company’s Directors are associated as Directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI.

Caution

The Company accepts no responsibility for statements made otherwise than the documents or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

Disclaimer

A copy of this Information Memorandum has been submitted to BSE. BSE does not in any manner:

� warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or

� warrant that this Company’s securities will be listed or will continue to be listed on the BSE; or � take any responsibility for the financial or other soundness of this Company, its Promoters, its

management or any scheme or project of this Company;

and it should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by the BSE. Every person who desires to apply for or otherwise acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

ETT Limited

Listing

Application is being made to BSE for permission to deal in and for an official quotation of the Equity Shares of the Company under their direct listing route. Our Company shall ensure that all steps for the completion of necessary formalities for listing and commencement of trading at BSE will be taken.

Demat

The Equity shares of the Company are admitted with both the Depositories viz., NSDL and CDSL. The ISIN of the Company is INE546I01017.

Share Transfer Agent

Beetal Financial & Computer Services (P) Ltd. Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi - 110 062. Email: [email protected]

Compliance Officer and Company Secretary

Ms. Puniti Sharma 17, Hemkunt Colony, New Delhi - 110 048 Email: [email protected]

Investors can contact the Compliance Officer in case of any share transfer and other related queries.

Stock Market Data for Equity Shares of ETT Limited There is no trading in the shares of the Company on any of the stock exchanges on which it is presently listed.

Particulars Regarding Previous Public or Rights Issues during the Last Five Years

ETT or any of its group company has not made any previous public or rights issue during the last five years. There has been no revaluation of assets of our Company.

ETT Limited

Disclosure on negative net worth / winding up / sick / BIFR / disassociation / strike off from ROC

Unless stated otherwise in this Information Memorandum, none of the companies constituting our Promoter Group have become sick companies within the meaning of SICA or / are under winding up.

Further, none of Group Companies have applied for striking off their name from the ROC.

Revaluation during last five years

There is no revaluation of any assets of the Company during the last five years.

ETT Limited

PROVISIONS OF THE ARTICLES OF ASSOCIATION

PRELIMINARY

1. Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act. The marginal notes hereto shall not effect the construction hereto and in these presents, unless there be something in the subject or context inconsistent therewith.

i. “The Act” means the Companies Act, 1956.

ii “These Articles” means these Articles of Association as originally framed or as altered, from time to time.

iii “The Company” means ETT LIMITED.

iv “The Directors” means the Directors of the Company for the time being.

v “The Office” means the Registered Office of the Company for the time being.

vi “The Register” means the Register of Members to be kept pursuant to Section 150 of the Act.

vii “Dividend” includes Bonus.

viii “Month” means Calendar month.

ix “Year” means a calendar year and “Financial Year” shall have the meaning assigned thereto by Section 2(17) of the Act.

x “Proxy” includes Attorney duly constituted under a Power of Attorney.

xi “Seal” means the Common Seal of the Company.

xii “Depository” means a Company formed and registered under the Companies Act, 1956, and which has been granted a certificate of registration to act as a depository under the Securities & Exchange Board of India, 1992.

xiii “Beneficial Owner” means a person or persons whose name is recorded as such with a depository.

xiv “Registered Owner” means a Depository whose name is entered as such in the records of the Company.

xv “Security” means such security as may be specified by SEBI from time to time.

xvi “In Writing” and “Written” shall include printing, lithographed and any other modes of representing or reproducing works in a visible form. Words imparting the singular number only include the plural number and vice-versa.

xvii Words imparting the masculine gender also include the feminine gender.

xviii Words imparting the persons include corporations.

ETT Limited

2. Save as provided herein, the Regulations contained in Table “A” in Schedule I of the Act shall apply to Company.

SHARE CAPITAL & SHARES

3. The Authorised Share Capital of the Company shall be such amount, and be divided into such shares as may, from time to time, be provided in Clause V of the Memorandum of Association of the Company. The Company will have the power to increase or reduce the authorised share capital and to divide the shares, for the time being, into several classes and to attach thereto respectively, such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the provisions of the Act or the Articles of the Company and to modify or abrogate any such rights, privileges and conditions in such manner as may deem fit and consolidate or sub-divide the shares and to issue shares of higher or lower denomination or to otherwise modify the authorised share capital of the Company.

4. The minimum paid up capital of company shall be Rs. 5 Lacs.

5. The Company shall have power to issue Preference Shares carrying right to redemption.

6. Subject to the provisions of these Articles, the shares shall be under the control of the Directors who may allot or otherwise dispose off the same on such terms and conditions, and at such time as the Directors think fit.

7. Pursuant to the Depositories Act, 1996, every person subscribing to securities offered by the Company shall have the option to receive security certificates or to hold the securities with a depository. Such a person who is the beneficial owner of the securities can at any time opt out of a depository, if permitted by the law, in respect of any security in the manner provided by the Depositories Act, and the Company shall, in the manner and within the time prescribed, issue to the beneficial owner the required Certificate of Securities. If a person opts to hold the security with a depository, and on the receipt of the information, the depository shall enter in its record the name of the allottees as the beneficial owner of the security and to offer its shares, debentures and other securities for issue in dematerialised form.

8. Subject to the provisions of the Act, it shall be lawful for the company to issue at a discount, shares of a class already issued. The Company may, by ordinary resolution, from to time, alter the conditions of Memorandum of Association as follows: —

i Increase the Share Capital by such amount to be dividend into shares of such amount as may be specified in the resolution.

ii Consolidate and divide all or any of its share capital into shares of larger amount that its existing shares.

iii Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the Memorandum so however, that in the sub-division the proportion between the amount paid and the amount, if any unpaid on each reduced share shall be the same as it was in the share from which the reduced

ETT Limited

share is derived, and

iv Cancel any share, which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the share so cancelled.

9. Subject to the provisions of the Act, the Board may accept from any member the surrender of all or any of his shares on such terms and conditions as shall be agreed.

10. The Company may purchase or buy-back its own shares or other specified securities.

11. The Company can issue Sweat Equity Shares subject to the provisions of the Act or any other applicable statutes for the time being in force.

BROKERAGE & COMMISION

12. The Company may pay a reasonable sum of brokerage, subject to the ceiling prescribed under the Act.

13. The Company may, subject to compliance with the provisions of the Act, exercise the powers of paying commission on the issue of shares and debentures. The commission may be paid or satisfied in cash or shares, debentures or debenture stock of the Company.

CERTIFICATE

14. The certificate of title to shares shall be issued under the Seal of the Company.

15. Every member shall be entitled free of charge to one certificate for all the shares of each class registered in his name or, if any member so wishes, to several certificate each for one or more of such shares. Unless the conditions of issue of any shares otherwise provide, the Company shall either within three months after the date of allotment and on surrender to the Company of its letter making the allotment or of its fractional coupons of requisite value (save in the case of issue against letters of acceptance or of renunciation or in case of issue of bonus shares) or within one month of receipt of the application for registration of the transfer, sub division, consolidation renewal or exchange of any of its shares, as the case may be, complete, and have ready for delivery the certificates of such shares. Every certificate of shares shall specify the shares to which it relates and the amount paid up thereon. Particulars of every certificate issued shall be entered in the register maintained in the form set out in the Companies (Issue of Share Certificates) Rules, 1960.

16. If any certificate of any share or shares be surrendered to the Company for sub-division or consolidation or if any certificate be defaced, torn or old, decrepit, worn-out or where the cages on the reverse for recording transfer have been duly utilised, then upon surrender thereof to the Company, the Board, may order the same to be cancelled and may issue a new certificate in lieu thereof, and if any certificate be lost or destroyed, then upon proof thereof to the satisfaction of the Board, and on such indemnity as the Board thinks fit being given a new certificate in lieu thereof; shall be given to party entitled to the shares to which such lost or

ETT Limited

destroyed certificate relates. Where a new certificate has been issued as aforesaid it shall state on the face of it and against the sub or counterfoil that it is issued in lieu of a share certificate or is a duplicate issued for the one so replaced and, in the case certificate issued in place of one which has been lost or destroyed, the word “duplicate” shall be stamped or punched in bold letters across the face thereof. For every certificate issued under this Article, there shall be paid to the Company such out of pocket expenses incurred by the Company in investigating evidence as the Board may determine.

17. No fee shall be charged for sub-division and consolidation of share and debenture certificates and for sub-division of letters of allotment and split, consolidation, renewal and pucca transfer receipts into denominations, corresponding to the market units of trading, for sub-division of renounceable letters of rights; for issue of new certificate in replacement of those which are old, decrepit or worn out, or where the cages on the reverse for recording transfers have been fully utilised. Provided that the Company may charge such fees as may be agreed by it with the Stock Exchange with which its shares may be enlisted for the time being for issue of new certificates in replacement of those that are torn, defaced, lost or destroyed, and for sub-division and consolidation of share and debenture certificates and for sub-division of letter of allotment and split, consolidation, renewal and pucca transfer receipts into denominations other than those fixed for the market units of trading.

JOINT-HOLDERS OF SHARES

18. Where two or more persons are registered as the holders of any share they shall be deemed to hold the same as joint-tenants with benefit of survivorship subject to the following provisions and to the other provisions of these Articles relating to joint holders.

19. The Company shall not be bound to register more than three persons as the joint-holders of any share.

20. The joint-holders of a share be liable severally as well as jointly in respect of all payments, which ought to be made in respect of such shares.

21. On the death of any one of such joint-holders, the survivor or survivors shall be the only person recognised by the Company as having any title to or interest in such share but the board may require such evidence of death as it may deem fit.

22. Only the person whose name stands first in the Register as one of the joint-holders of any share shall be entitled to delivery of the certificate relating to such shares.

NOMINATION

23. Every holder of shares or debentures or fixed deposits of the Company will have freedom to nominate at any time, a person to whom his shares / debentures / fixed deposits shall vest in the event of his / her death.

24. Where the shares / debentures / fixed deposits are held by more than one person jointly, the joint holders may together nominate, in the prescribed manner, a person to whom all the rights in the shares or debentures or fixed deposits of the Company, as the case may be, shall vest in the event of death of all the joint

ETT Limited

holders.

25. Notwithstanding, anything contained in any other law for the time being in force, in respect of such shares or debentures or fixed deposits of the Company, where a nomination made in the prescribed manner purports to confer on any person, the right to vest in the shares or debentures or fixed deposits of the Company, the nominee shall on the death of the holder of securities mentioned above, or as the case may be, on the death of the joint holders, become entitled to all the rights in such shares or debentures or fixed deposits, or as the case may be, all the joint holders, in relation to such shares or debentures, to the exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner.

26. Any nominee who becomes entitled to shares / debentures / deposits on the death of the registered holder, such nominee upon the production of such evidence as may be required by the Board of Directors of the Company, elect either to be registered as holder of the shares or debenture or Deposits or to make such transfer of the shares or debentures or deposits as the deceased shareholder or debenture holder would have made.

27. The Board of Directors of the Company shall in either case have the same right to decline or to suspend registration, as it would have had if the deceased shareholder or debenture holder had transferred the shares or debentures before his death.

CALLS

28. The Directors may, from time to time, subject to the terms on which any shares, may have been issued, make such calls as they think fit upon the members in respect of any moneys unpaid on the shares held by them respectively, and not by the conditions of allotment thereof made payable at fixed times, and each member shall pay the amount of every call so made on him to the persons and at the time and place appointed by the Directors. A call may be made payable by instalments.

29. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

30. Not less than 30 (Thirty) days notice of any call shall be given specifying the time and place of payment and to whom such call shall be paid.

31. If by the terms of issue of any share or otherwise, the whole or part of the amount of issue price thereof is made payable at any fixed time or by instalments at fixed times, every such amount of issue price or instalment thereof shall be payable as if it was a call duly made by the Directors and of which due notice had been given and all the provisions herein contained in respect of calls shall apply to such amount of issue price or instalments accordingly.

32. If the sum payable in respect of any call or instalment, but not paid on or before the day appointed for the payment thereof, the holder for the time being of the share in respect of which the call shall have been made or the instalment shall be due, shall pay interest for the same at the rate that may be decided by the Board from time to time, from the day appointed for the payment thereof to the time of actual payment or at such other rate as the Directors may determine but they shall have power to waive the payment of any such interest, wholly or in part.

ETT Limited

33. The Board may, if it thinks fit, receive from any member willing to advance the same, all or any part of the money due upon the shares held by him beyond the sums actually called for, and upon money so paid or satisfied in advance, or so much thereof as from time to time exceeds the amount of call then made upon the share in respect of which such advance has been made, the company may pay interest at such rate not exceeding, unless the Company in general meeting shall otherwise direct, 6 percent per annum as the member paying such sum as advance and the Board agree upon. Money so paid in excess of the amount of call shall not rank for dividends or confer a right to participate in profits. The Board may at any time repay the amount so advanced upon giving such member not less than three months notice in writing.

FORFEITURE AND LIEN

34. If any member fails to pay any call or instalment on or before the day appointed for the payment of the same, the Directors may, at any time thereafter during such time as the call or instalment remains unpaid, serve a notice on such member requiring him to pay the same together with any interest that may have accrued and expenses which may have been incurred by the Company by reasons of such non-payment.

35. The notice shall name a day (not being less than 30 days from the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time, and at the place or places appointed, the shares in respect of which such call was made or instalment is payable will be liable to be forfeited.

36. If the requirements of any such notice as aforesaid are not complied with, any shares in respect which such notice has been given may, at any time thereafter, before the payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share not actually paid before the forfeiture. Neither the receipt by the Company of a portion of any money which shall, from time to time, be due from any member of the Company in respect of his shares, either by way of principal or interest, nor any indulgency granted by the Company in respect of the payment of any such money shall preclude the Company from thereafter proceeding to enforce a forfeiture of such share as herein provided.

37. When any shares shall have been so forfeited, notice of the forfeiture shall be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture with the date thereof, shall forthwith be made in the Register but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.

38. Any share so forfeited shall be deemed to be the property of the Company, and the Directors may sell, re-allot or otherwise dispose of the same in such manner as they think fit.

39. At any time before a sale, re-allotment or disposal as in aforesaid clause, the Board may cancel the forfeiture on such terms as it thinks fit.

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40. Any person whose shares have been forfeited and who ceases to be member of the Company in respect of the forfeited shares shall notwithstanding such forfeiture, be liable to pay all calls, instalments, interest and the expenses owing upon or in respect of such shares.

41. Such person shall pay the aforementioned sum together with interest thereupon, from the time of the forfeiture until payment at 12 percent per annum or such other rate as the Directors may determine.

42. The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demands against the Company in respect of the share, and all other rights incidental to the share except only such of those rights as by these Articles are expressly saved.

43. A duly verified declaration in writing that the declarant is a Director of the Company and that certain shares in the Company have been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the shares.

44. The Company may receive the consideration, if any, given for the shares on the sale or disposition thereof and may execute a transfer of the share in favour of the person to whom share(s) is sold or disposed of.

45. For the purpose of enforcing such lien, the Directors may sell the shares subject thereto in such manner as they think fit, but no sale shall be made until such period as aforesaid shall have elapsed and until notice in writing of the intention to sell, have been served on such member, his committee or other person recognised by the Company as entitled to represent such member and default shall have been made by him or them in the payment of the sum payable as aforesaid for thirty days after such notice. The net proceeds of any such sale shall be applied in or towards satisfaction of such part of the amount in respect of which the lien exists as is presently payable by such member, and the residual (if any) be paid to such member, his executors, administrators or other representatives or persons so recognised as aforesaid.

46. Upon any sale after forfeiture or for enforcing a lien purported exercise of the powers by these presents given, the Directors may appoint some person to execute an instrument of transfer of the shares sold and cause the purchaser’s name to be entered in the register in respect of the shares sold and after his name has been entered in the Register in respect of such shares his title to such shares shall not be affected by any irregularity or invalidity in the proceedings in reference to such forfeiture, sale or disposition, nor impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

47. Where any shares under the powers in that behalf herein contained are sold by the Directors and the certificate thereof has not been delivered to the Company by the former holders of the said shares, the Directors may issue new certificate in lieu of certificate not so delivered up.

TRANSFER AND TRANSMISSION OF SHARES

48. Subject to the provisions of the Act, no transfer of shares shall be registered unless

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a proper instrument of transfer, duly stamped and executed by or on behalf of the transferor or transferee has been delivered to the Company together with the certificate or certificates of the shares, or if no such certificate is in existence then the letter of allotment of shares. The instrument of transfer of any shares shall be signed both by or on behalf of the transferor and by or on behalf of transferees and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof.

49. Application for the registration of the transfer of a share may be made either by the transferor or the transferee provided that, where such application is made by the transferor, no registration shall in the case of partly paid shares be affected unless the Company gives notice of the application to the transferee in the manners prescribed by the Act, and subject to the provisions of Articles hereof, the company shall, unless objection is made by the transferee within two weeks from the date of receipt of the notice, enter in the Register the name of the transferee in the same manner and subject to the same conditions as if the application for registration was made by the transferee.

50. Before registering any transfer tendered for registration, the Company may, if it so thinks fit give notice by letter posted in the ordinary course to the registered holder that such transfer deed has been lodged and that, unless objection is taken, the transfer will be registered and if such registered holder fails to lodge an objection in writing at the office of the Company within two weeks from the posting of such notice to him he shall be deemed to have admitted the validity of the said transfer.

51. The Company shall keep a “Register of Transfers” and therein shall be fairly and distinctly enter particular of every transfer of any share.

52. Subject to the provisions of Section 111 of the Act, the Board, without assigning any reason for such refusal, may within one month from the date on which the instrument of transfer was delivered to the Company, refuse to register any transfer of a share upon which the Company has a lien and, in the case of a share not fully paid up, may refuse to register a transfer to a transferee of whom the Board does not approve.

Provided that the registration of a transfer of share shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account.

53. (1) No transfer shall be made to a person of unsound mind.

(2) No fee shall be charged for registration of transfer, grant of probate, grant of letter of administration, certificate of death or marriage, Power of Attorney or similar other instruments

54. All instruments of transfer duly approved shall be retained by the Company and in case of refusal, instruments of transfer shall be returned to the person who lodges the transfer deeds.

55. If the Directors refuse to register the transfer of any shares, the Company shall within one month from the date on which the instrument of transfer was lodged with the Company or intimation given, send to the transferor and the transferee or the person giving intimation of such transfer, notice of such refusal.

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56. On giving seven days’ notice by advertisement in a newspaper circulating in the District in which the Office of the Company is situated, the Register of Members may be closed during such time as the Directors think fit not exceeding in the whole forty-five days in each year but not exceeding thirty days at a time.

57. The executors or administrators or the holders of a succession certificate in respect of shares of a deceased member (not being one of several joint-holders) shall be the only person whom the Company shall recognise as having any title to the shares registered in the name of such member and, in case of the death of any one or more of the joint-holders of any registered shares the survivors shall be only persons recognised by the Company as having any title to or interest in such share but nothing herein contained shall be taken to release the estate of a deceased joint-holder from any liability on shares held by him jointly with any other person. Before recognising any legal representative or heir or a person otherwise claiming title to the shares the Company may require him to obtain a grant of probate or letters of administration or a succession certificate or such other legal representation upon such terms as to indemnity or otherwise as the Board may consider desirable.

58. Any person becoming entitled to transfer shares in consequence of the death or insolvency of any member, upon producing such evidence that he sustains the character in respect of which he proposes to act under this article, or of his title as the Directors think sufficient, may with the consent of the Directors (which they shall not be under any obligation to give), be registered as a member in respect of such shares or may, subject to the regulations as to transfer hereinbefore contained transfer of such shares. This article is hereinafter referred to as “The Transmission Article”. Subject to any other provisions of these Articles, if the person so becoming entitled to shares under this or the last preceding Article, shall elect to be registered as a member in respect of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. If he shall elect, to transfer to some other person he shall execute an instrument of transfer in accordance with the provisions of these articles relating to transfer of shares. All the limitations, restrictions and provisions of these articles relating to the rights to transfer and the registration of transfers of shares shall be applicable to any such notice of transfer as aforesaid.

59. Subject to any other provisions of these Articles if the Directors in their sole discretion are satisfied in regard thereof, a person becoming entitled to a share in consequences of the death or insolvency of a member may receive and give a discharge for any dividends or other money payable in respect of the share.

60. The instrument of transfer shall be in writing and all the provisions of Section 108 of the Act and of any statutory modification thereof for the time being shall be duly complied with in respect of all transfer of shares and registration thereof.

SHARE WARRANTS

61. Subject to the provisions of the Act and subject to any directions which may be given by the Company in General Meeting, the Board may issue share-warrants in such manner and on such terms and conditions as the Board may deem fit. In case of such issue, Regulations 40 to 43 of Table “A” of Schedule I to the Act, shall apply.

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STOCKS

62. The Company may exercise the power of conversion of its shares into stocks and in that case, Regulations 37 to 39 of Table “A” of Schedule I to the Act shall apply.

MODIFICATION OF RIGHTS

63. If at any time the share capital is divided into different classes of shares the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class may, whether or not the Company is being wound up) be carried with consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a Special Resolution passed at a Separate Meeting of the holders of the shares of that class. To every such Separate Meeting the provisions of these Articles, relating to general meeting shall apply, but so that the necessary quorum shall be to persons at least holding or representing by proxy one-tenth of the issued shares of the class but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those members who are present shall be a quorum and that any holder of shares of the class present in person or by proxy may demand a poll and, on a poll, shall have one vote for each share of the class of which he is the holder. The Company shall comply with the provisions of Section 192 of the Act as to forwarding a copy of any such agreement or resolution to the Registrar.

BORROWING POWERS

64. The Board may, from time to time, at its discretion, subject to the relevant provisions of the Act, raise or borrow, either from the Directors or from elsewhere and secure the repayment of any sum or sums of money.

65. The Board may raise or secure the repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit, and in particular, by the issue of bonds, perpetual or redeemable debenture-stock, or any mortgage, or other security on the undertaking of the whole or part of the property of the Company (both present and future), including its uncalled capital for the time being, provided that debentures with the rights to allotment of or conversion into shares shall not be issued except with the sanction of the Company in general meeting and subject to the provisions of the Act.

66. Any debentures, debenture-stock, bonds or other securities may be issued at a discount, premium or otherwise and with any special privileges, as to redemption, surrender, drawings allotment of shares, appointment of Directors and otherwise. Debentures, debenture-stock, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

67. If the Board refuses to register the transfer of any debentures, the Company shall, within two months from the date on which the instrument of transfer was lodged with the Company, send to the transferee and to the transferor notice of the refusal.

RESERVES

68. Subject to the provisions of the Act, the Board shall in accordance with Section 205 (2A) of the Act, before recommending any dividend, set aside out of the profits of

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the Company such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company as the Board may from time to time think fit). The Board may also carry forward any profit which it may think prudent not to divide without setting them aside as a reserve.

69. Any General Meeting may resolve that the whole or any part of the undivided profits of the Company (which expression shall include any premiums received on the issue of shares and any profits or other sums which have been set aside as a reserve or reserves or have been carried forward without being divided) be capitalised and distributed amongst such of the members as would be entitled to receive the same if distributed by way of dividend and in the same proportion on the footing that become entitled thereto as capital and that all or any part of such capitalised amount be applied on behalf of such members in paying up in full any unissued shares of the Company which shall be distributed accordingly or towards payment of the uncalled liability on any issued shares, and that such distribution or payment shall be accepted by such member in full satisfaction of their interest in the said capitalised amount. Provided that any sum standing to the credit of a shares premium account or a capital redemption reserve account may, for the purposes of this Article only be applied in the paying up of unissued shares to be issued to members of the company as fully-paid bonus shares.

70. For the purpose of giving effect to any resolution under the last two preceding Articles, the Directors may settle any difficulty which may arise in regard to the distribution as they think expedient and in particular may, issue fractional certificate.

GENERAL MEETINGS

71. In addition to the Annual General Meeting, the Directors may, whenever they think fit, call other General Meeting (to be styled as Extra Ordinary General Meeting) provided, however, if at any time there are not in India, Directors capable of acting who are sufficient in number to form a quorum, any Director present in India may call in Extra Ordinary General Meeting in the same manner and as nearly possible as that in which such a meeting may be called by the Board. An Extra Ordinary General Meeting may be held at a place anywhere in India, on any day including Sunday or other holidays and also outside normal business hours of the Company, meeting may be convened at shorter notice with the minimum consent of shareholders.

72. The Board of Directors of the Company shall on the requisition of such member or members of the Company as is specified in sub section (4) of Section 169 of the Act forthwith proceed to call an extra ordinary general meeting of the Company and in respect of any such requisition and of any meeting to be called pursuant thereto all the provisions of Section 169 of the Act and of any statutory modification thereof for the time being shall apply.

73. A General Meeting may be convened at a shorter notice.

74. The quorum for a general meeting shall be five members present in person.

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75. At every General Meeting, the Chair shall be taken by the Chairman of the Board of Directors. If at any meeting the Chairman of the Board of Directors be not present within fifteen minutes after the time appointed for holding the meeting or, though present be unwilling to act as Chairman, the Managing Director shall Chair the meeting. If at any meeting the Managing Director is also not present or though present is unwilling to take the Chair, the members present shall choose one of the Directors present to be Chairman or if no Director shall be present and willing to take the Chair then the members present shall choose one of their members, being a member entitled to vote, to be Chairman.

76. Any act or resolution which under the provisions of this article or of the Act, is permitted shall be sufficiently so done or passed if effected by an ordinary resolution unless either the act or the articles specifically require such act to be done or resolution passed by a special resolution.

77. If within half an hour from the time appointed for the meeting a quorum be not present, the meeting, if convened upon a requisition of shareholders shall be dissolved but in any other case it shall stand adjourned to the same day in the next week at same time and place, unless the same shall be public holiday when the meeting shall stand adjourned to the next day not being a public holiday at the same time and place and if at such adjourned meeting, a quorum be not present within half an hour from the time appointed for the meeting, those members who are present and not being less than two persons shall be a quorum and may transact the business for which the meeting was called.

78. In the case of equality of votes the Chairman shall both on a show of hands and a poll have a casting vote in addition to the vote or votes to which he may be entitled as a member.

79. The chairman of a General Meeting may adjourn the same from time to time and from place to place, but no business shall be transacted at any adjourned meeting otherwise the business was left unfinished at the meeting from which the adjournment took place. It shall not be necessary to give notice to the members of such adjournment or of the time, date and place appointed for the holding of the adjourned meeting.

80. If a poll be demanded, the demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

VOTES OF MEMBERS

81. (1) On a show of hands, every member present in person and being a holder of Equity Shares shall have one vote and every person present either as a proxy on behalf of a holder of Equity Shares or as a duly authorised representative of a body corporate being a holder of Equity Shares, if he is not entitled to vote in his own rights, shall have one vote.

(2) On a poll, the voting rights of a holder of Equity Shares shall be as specified in Section 87 of the Act.

(3) The voting rights of the holders of the Preference Shares including the Redeemable Cumulative Preference Shares shall be in accordance with the

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provisions of section 87 of the Act.

(4) No company or body corporate shall vote by proxy so long as a resolution under Section 187 of the Act is in force and the representative named in such resolution is present at the General Meeting at which the vote by proxy is tendered.

82. A person becoming entitled to a share shall not before being registered as member in respect of the share is entitled to exercise in respect thereof any right conferred by membership in relation to meeting of the Company. If any member is a lunatic or idiot, he may vote whether on a show of hands or at a poll by his committee or other legal curator and such last mentioned persons may give their votes by proxy provided that notice is given atleast twenty four hours before the time of holding the meeting or adjourned meeting, as the case may be, at which any such person propose to vote he shall satisfy the Board of his rights under this Article unless the Board shall have previously admitted his right to vote at such meeting in respect thereof.

83. Where there are joint holders of any share any one of such persons may vote at any meeting either personally or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of such joint-holders be present at any meeting either personally or by proxy then that one of the said persons so present whose name stands prior in order on the register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of deceased member in whose name any share stands shall for the purpose of this Article be deemed joint-holders thereof.

84. The instrument appointing a proxy shall be in writing under a hand of the appointed or of his Attorney duly authorised in writing or if such appointer is a corporation under its common seal or the hands of its common seal or the hands of its Attorney.

85. The instrument appointing a proxy and the Power of Attorney or other authority (if any) under which it is signed of a notarially certified copy of that power or authority, shall be deposited at the registered office of the Company not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote and in default, the instrument of proxy shall not be treated as valid.

86. A vote given in accordance with the terms of an instrument appointing a proxy shall be valid, notwithstanding the previous death or insanity of the principal or revocation of the instrument of transfer of the share in respect of which the vote is given. Provided no intimation in writing of the death, insanity, revocation or transfer of the share shall have been received at the office or by the Chairman of the Meeting before the vote is given. Provided nevertheless that the Chairman of any meeting shall be entitled to require such evidence as he may in his discretion think fit of the due execution of an instrument of proxy and that the same has not been revoked.

87. Every instrument appointing a proxy shall as nearly as circumstances will admit, be in the form set out in Schedule IX to the Act.

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88. No objection shall be taken to the validity of any vote except at the meeting or poll at which such vote shall be tendered and every vote not disallowed at such meeting or poll and whether given personally or by proxy or otherwise shall be deemed valid for all purposes.

89. No member shall be entitled to exercise any voting rights either personally or by proxy at any meeting of the Company in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has or had exercised any right or lien.

DIRECTOR’S GENERAL PROVISIONS

90. The number of Directors shall not be less than three and more than twelve.

91. The first Directors of the Company shall be:

1. MR. VIVEK GOENKA 2. MR. NARAYAN HARIHARAN

92. The Directors shall have power, at any time and from time to time, to appoint any person as a Director as an addition to the Directors but so that the total number of Directors shall not at any time exceed the maximum number fixed by the Articles, any director so appointed shall hold office only until the next General meeting of the Company and shall be eligible for re-election.

93. A Director shall not be required to hold any qualification shares.

94. Subject to provisions of the Companies Act, the Directors shall also be entitled to receive in each year a Commission @ 1% of the net profits of the Company, such commission to be calculated on the net profits of the Company to be computed in accordance, shall be divided among the Directors in such proportion and manner as may be determined by them. The Director may allow and pay to any Director who for the time being is resident out of the place at which any Meeting of the Director may be held and who shall come to that place for the purpose of attending such meeting, such sum as the Directors may consider fair and reasonable for his expenses in connection with his attending at the meeting in addition to his remuneration as above specified.

If any Director being willing is appointed to an executive office either whole time or part time to be called upon to perform extra services or to make any special exertions for any of the purposes of the Company then, subject to Section 198, 309, 310 and 314 of the Act, the Board may remunerate such Director either by a fixed sum or by a percentage of profits or otherwise and such remuneration may be either in addition to or in substitution for any other remuneration to which he may be entitled to.

95. The sitting fees payable to a Director for attending a meeting of the Board or a Committee of the Board or a general meeting shall be regulated as per the provisions of Section 310 of the Act and Schedule XIII thereof.

96. The continuing Directors may act notwithstanding any vacancy in their body but so that if the number falls below the minimum number above fixed, the Directors shall

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not except for the purpose of filling vacancies or of summoning a General Meeting act so long as the number is below the minimum.

97. Subject to the provisions of Section 297, 299, 300 and 314 of the Act, the Directors (including Managing Director) shall not be disqualified by reason of his or their office as such, from holding office under the Company or from contracting with the Company either as vendor, purchaser, lender, agent, broker, lessor or otherwise nor shall any such contract or any contract or arrangement entered into by or behalf of the Company with a relative of such Directors or the Managing Director or with any firm in which any Director or a relative shall be a partner or with any other partner or with a private or a relative shall be a partner or with any other partner or with a private company in which such Director is a member or director interested be avoided, nor shall any Director or otherwise so contracting or being such members or so interested be liable to account to the Company for any profit realised by such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established.

APPOINTMENT OF DIRECTORS

98. The Company in General Meeting may, subject to the provisions of these Articles and the Act, at any time elect any person to be a Director and may, from time to time, increase or reduce the number of directors.

99. If any Director appointed by the Company in general meeting vacates office as a Director before his terms of office will expire in the normal course, the resulting casual vacancy may be filled up by the Board at a meeting of the Board, but any person so appointed shall retain his office so long only as the vacating Director would have retained the same if no vacancy had occurred. Provided that the Board may not fill such a vacancy by appointing thereto any person who has been removed from the office of Director under Section 284 of the Act.

100. The Company shall, subject to the provisions of the Act, be entitled to agree with any person, firm or corporation that he or it shall have the right to appoint his or its nominee on the Board of Directors of the Company upon such terms and conditions as the Company may deem fit. The Corporation, firm or person shall be entitled, from time to time, to remove any such Director or Directors and appoint another or others in his or their places. He shall be entitled to the same right and privileges and be subject to the same obligation as any other Director of the Company, however he shall not be liable to retire by rotation.

101. Subject to the provisions of Section 313 of the Act, the Board may appoint any person to act as an alternate director for a director during the latter’s absence for a period of not less than three months from the State in which meeting of the Board are ordinarily held and such appointment shall have effect and such appointee, whilst he holds office as an alternate director; shall be entitled to notice of meetings of the board and to attend and vote thereat accordingly, but he shall lpso Facto vacate office if and/when the absent director returns to State in which meetings of the Board are ordinarily held or the absent Director vacates office as a Director.

102. (1) Not less than two-third of the total number of Directors shall be persons whose period of office is liable for determination through retirement by rotation.

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(2) At each Annual General Meeting of the Company one-third or such of the Directors for the time being as are liable to retire by rotation or if their number is not three or a multiple of three, then the number nearest to one-third shall retire from office.

(3) The Directors to retire by rotation at every Annual General meeting shall be those who have been longest in office since their last appointment, but as between persons who become Directors on the same day, those to retire shall, in default of and subject to any agreement among themselves, be determined by lot.

103. A retiring Director shall be eligible for re-election and shall act as a Director throughout the meeting at which he retires.

104. Subject to any resolution for reducing the number of Directors, if at any meeting at which an election of Directors ought to take place, the place of the retiring Directors not filled up, the meeting shall stand adjourned till the next succeeding day which is not a public holiday at the same time and place and if at the adjourned meeting, the places of the retiring Directors are not filled up, the retiring Directors or such of them as have not had their places filled up shall (it will to continue in office) be deemed to have been re-elected at the adjourned meeting.

PROCEEDINGS OF DIRECTORS

105. The Directors may meet together for dispatch of the business, adjourn and otherwise regulate their meetings and proceedings as they think fit. Notice of every meeting of the Board of Directors shall be given in writing to every Director of the Company at his / her usual address in India.

The notice will be sent through e-mail, fax or any other medium with a confirmation copy through registered post or courier.

The notice shall be given at least 7 (seven) days in advance. However, in case of urgency, meeting may be convened at a shorter notice with the consent of a majority of directors.

The Board meeting may be held at a place anywhere in India, on any day including Sunday or other holidays and also outside normal business hours of the Company.

106. The quorum for a meeting of the Directors shall be determined from time to time in accordance with the provisions of Section 287 of the Act. If a quorum shall not be present within fifteen minutes from the time appointed for holding a meeting of the Directors, it shall be adjourned until such date and time as the Directors present shall appoint.

107. The Secretary may at any time, and upon request of any two Directors shall summon a meeting of the Directors.

108. Subject to the provisions of Section 316, 372 (5) and 386 of the Act, questions arising at any meeting shall be decided by a majority of votes, each director having one vote and in case of an equality of votes, the Chairman shall have a second or casting vote.

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109. The Chairman of the Board of Directors shall be the Chairman of the meetings of Directors. Provided that if the Chairman of the Board of Directors is not present within fifteen minutes after the appointed time for holding the same, the Managing Director present shall Chair the meeting in case he is not present or is unwilling to Chair the meeting, the Directors present shall choose one of their member to be Chairman of such meeting.

110. A meeting of Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the Articles of the Company and the act for the time being vested in or exercisable by the Directors generally.

111. The Directors may, subject to compliance of the provisions of the Act, from time to time, delegate any of their powers to Committees consisting of such member or members of their body as they think fit, and may from time to time, revoke such delegation. Any Committee so formed shall in the exercise of the powers so delegated confirm to any regulations that may from time to time be imposed on it by the Directors. The meeting and proceedings of any such Committee, if consisting of two or more members, shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulation made by the Directors under Articles.

112. All acts done at any meeting of Directors or of a Committee of the Directors or by any person acting as a Director shall be valid notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director, Committee or person acting as aforesaid or that they or any of them were disqualified.

113. Except resolution which the Act requires in specifically to be passed in a Board meeting, a resolution may be passed by the Directors or Committee thereof by circulation in accordance with the provisions of Section 289 of the Act.

And any such minutes of any meeting of Directors or of any Committee or of the Company if purporting to be signed by the Chairman of such meeting or by the Chairman of next succeeding meeting shall be receivable as prima facie evidence of the matter in such minutes.

POWER OF DIRECTORS

114. Subject to the provisions of the Act, the control of the Company shall be vested in the Directors who shall be entitled to exercise all such powers and to do all such acts and things as may be exercised or done by the Company and are not hereby or by law expressly required or directed to be exercised or done by the Company in General Meeting but subject nevertheless to the provisions of any law and of these presents, from time to time, made by the Company in General Meeting, provided that no regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

115. Without prejudice to the general powers conferred by the preceding article the Director may, from time to time and at any time subject to restrictions contained in the Act, delegate to managers, secretaries, officers, assistants and other employees

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or other persons (including any firm or body corporate) any of the powers authorised and discretions for the time being vested in the Directors.

116. The Directors may authorise any such delegate or attorney as aforesaid to sub-delegate all or any of the powers, authorities and discretion for the time being vested in them.

117. All deeds, agreements and documents and all cheques, promissory notes, drafts, hundies, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted or endorsed or otherwise executed, as the case may be by such persons (including any firm or body corporate) whether in the employment of the Company or not and in such manner as the Directors shall, from time to time, by resolution determine.

118. The Directors may make such arrangement as may be thought fit for the management of the Company’s affairs abroad, and may for this purpose (without prejudice to the generality of their powers) appoint local bodies, and agents and fix their remuneration, and delegate to them such powers as may be deemed requisite or expedient. The foreign seal shall be affixed by the authority and in the presence of and instruments sealed therein shall be signed by such persons as the Directors shall from time to time by writing under the common seal appoint. The Company may also exercise the powers of keeping Foreign Registers. Such regulations not being in consistence with the provisions of Section 157 and 158 of the Act, the Board may, from time to time, make such provisions as it may think fit relating thereto and may comply with the requirements of any local law.

119. A manager or secretary may be appointed by the Director on such terms, at such remuneration and upon such conditions as they may think fit, and any Manager or Secretary appointed may be removed by the Directors.

A director may be appointed as Manager or Secretary, subject to Section 314, 197A, 387 and 388 of the Act.

120. A provisions of the Act or these regulations required or authorising a thing to be done by a director, manager or secretary shall not be satisfied by its being done by the same person acting both as director and as, or in place of the manager or secretary.

MANAGING DIRECTORS

121. Subject to the provisions of Section 197A, 269, 316 and 317 of the Act, the Board may, from time to time, appoint one or more Directors to be Managing Director or Managing Directors of the Company and may, from time to time (subject to the provisions of any contract between him or them and the Company), remove or dismiss him or them from office and appoint another or others in his place or their places subject to the provisions of Article 97.

122. Subject to the provisions of Section 255 of the Act and Article 99(4) thereof, a Managing Director shall not, while he continues to hold that office, be subject to retirement by rotation, but (Subject to the provisions of any contract between him and the Company) he shall be subject to the same provisions as to resignation and removal as the other Directors, and he shall ipso facto and immediately, cease to be a Managing Director if he ceases to hold the office of Director for any cause.

ETT Limited

123. Subject to the provisions of Section 198, 309, 310 and 311 of the Act, a Managing Director shall, in addition to the remuneration payable to him as a Director of the Company under the Articles, receive such additional remunerations as may, from time to time, be sanctioned by the Company.

CUSTODY AND USE OF COMMON SEAL

124. The Company shall have a Common Seal and the Board shall provide for the safe custody thereof.

125. The Common Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a Committee of the Board authorised by it in that behalf and except in the presence of at least one Director as the Board or Committee of the Board may appoint for such purpose and such Director shall sign every instrument to which the Seal of the Company is so affixed in his presence. This is subject to the provisions of Companies (Issue of Share Certificates) Rules, 1960.

126. The Company has the powers to have an Official Seal for use outside India, as envisaged under the Act. The Board may from time to time, specify the circumstances and the manner in which the Official Seal may be used outside India.

DIVIDENDS

127. The Company in General Meeting may declare dividends, but no dividend so declared shall exceed the amount recommended by the Board.

128. The Board may, from time to time, pay to the Members such interim dividends as appear to the Board to be justified by the current and estimated profits of the Company.

129. The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks proper as reserves, in accordance with the provisions of the Act. Such amounts be applicable for any purpose to which the profits of the Company may be properly applied, including provision for meeting contingencies or for equalising dividends; and pending any such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (including the shares of the Company subject to applicable laws) as the Board may, from time to time, think fit. The Directors may also without placing the same to reserve carry forward any profits, which they may think prudent not to declare as dividend.

130. Subject to the rights of persons, if any, entitled to shares with special rights as to dividend & all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date that share shall rank for dividend accordingly.

131. The Board may deduct from any dividend payable to any member all sums of

ETT Limited

money, if any, that are due and presently payable by him to the Company including any amounts on account of calls or otherwise in relation to the shares of the Company.

132. Any dividend, interest, or other money payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or to the beneficiary in the case of shares held in de-materialised form, and in the case of joint holders, to the registered address of that one of the joint holders who is first named on the Register of Members or to such persons and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other moneys payable in respect of the shares held by them as joint holders.

133. A transfer of share shall not pass, the rights to any dividend declared thereon before the registration of the transfer.

BOOKS AND DOCUMENTS

134. The Books of Account shall be kept at the registered office or at such other place, in accordance with the provisions of the Act. The Books of Account shall be open to inspection by the Directors during business hours.

135. The Directors shall, from time to time, determine whether and to what extent and at what times and places and under what conditions or regulations the accounts or books or documents of the Company or any of them shall be open for inspection to members not being Directors, and no member (not being a Director) shall have any right of inspection to any books of account or documents of Company except as conferred by law or authorised by the Directors or by the Company in General Meeting.

AUDIT AND AUDITORS

136. The Board of Directors shall appoint the first auditors of the Company within one month after its incorporations who shall hold office till the conclusion of first annual general meeting.

137. The Directors may fill up any casual vacancy in the office of the auditors.

138. The remuneration of the auditors shall be fixed by the Company in general meeting except as otherwise decided or that remuneration of the first or any auditors appointed by the directors may be fixed by the Directors.

139. Balance Sheet and Profit and Loss Account will be audited once in a year by a qualified auditor for correctness as per provisions of the Act.

140. One director from each Promoter Group shall sign Balance Sheet and Profit and Loss Account.

NOTICES

141. The Company shall comply with relevant provisions of the Act as to the serving of

ETT Limited

notices.

142. Every person who, by operation of law, or by transfer or by other means whatsoever, shall become entitled to any shares be bound by every notice in respect of such share which previously to his name and address being entered on the register shall be duly given to the person from whom he derives his title to such share.

143. Any notice or document delivered or sent by post or left at the registered address of any member in pursuance of these presents shall notwithstanding such member be then deceased and whether or not the Company has notice of his demise, be deemed to have been duly served in respect of any registered shares whether held solely or jointly with other persons by such member until some other person be registered in his stead as the holder or joint-holders thereof and such service shall for all purposes of these presents be deemed a sufficient service of such notice or document on his or her heirs, executors or administrators, and all persons, if any, jointly interested with him or her in any such share.

144. The signature to any notice to be given by the Company may be written or printed.

RECONSTRUCTION

145. On any sale of the undertaking of the Company, the Directors or the Liquidators on a winding up may, if authorised by a special resolution, accept fully paid or partly paid-up shares; debentures or securities of any other Company whether incorporated in India or not other than existing or to be formed for the purchase in whole or in part of the property of the Company, and the Directors (if the profits of the Company permit), or the Liquidators (in a winding-up) may distribute such shares or securities or any other property of the Company amongst the members without realisation or vest the same in trustees for them and special resolution.

SECRECY

146. Member or other person (not being a Director) shall be entitled to enter upon the property of the Company or to inspect or examine the Company’s premises or properties of the Company without the permission of the Directors, or subject to Article 139 to require discovery or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret, mystery of trade, or secret process or of any matter whatsoever which may relate to the conduct of the business of the Company and which, in the opinion of the Directors; will be inexpedient in the interest of the members of the Company to communicate.

147. Any Director or Officer of the Company shall be entitled to, if he thinks fit, decline to answer any question concerning the business of the Company on the ground that the answer to such question would disclose or tend to disclose the secrets of the Company, subject to the provisions of the Act.

148. None of the Promoter Group shall either directly or through their family member shall engage in any competing business with the Company, except with the prior written approval of the Board of Directors.

ETT Limited

WINDING UP

149. If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that as nearly as may be the losses shall be borne by the members in proportion to the capital paid-up or which ought to have been paid-up at the commencement of the winding-up on the shares held by them respectively. And if in a winding-up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid-up at the commencement of the winding-up, the excess shall be distributed amongst the members in proportion to the capital, at the commencement of the winding-up, paid-up or which ought to have been paid-up on the shares held by them respectively. But this Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

150. In the event of Company being wound up, whether voluntarily or otherwise, the liquidators may with the sanction of a Special Resolution divide among the contributories, in specie or in kind any part of the assets of the Company and may with the like sanction vest any part of the assets of the Company in Trustees upon such trusts for the benefit of the contributories or any of them, as the liquidators, will like, shall think fit.

ARBITRATION

151. Whenever any difference or dispute arises between the Company on the one hand and any of the members or their heirs, executors, administrators, nominees or assignees on the other hand or between the members inter-se or their respective heirs, executors, administrators, nominees or assignees inter-se touching the true intent, construction or incidents or consequences of these Articles or touching anything done, executed, omitted or suffered in pursuance thereof or to any affairs of the Company, every such dispute or difference shall be referred to the sole arbitration of the Chairman for the time being of the Company or to some person appointed by both parts and it is only after an Award is given by such Arbitrator that the parties will be entitled to take any other proceedings relating to such disputes, differences and the award. The Award made by such Arbitrator shall be final and binding on the parties. The arbitration shall be conducted according to the provisions of the Arbitration Act, 1940.

INDEMNITY

152. Subject to the provisions of Section 201 of the Act, every Director, Manager, Secretary and other officer or employee of the Company shall be indemnified against and it shall be the duty of the Directors to pay out of the funds of the Company all bonafide costs, losses and expenses (including travelling expenses) which any such Director, Manager or Secretary or other officer or employee may incur or become liable to by reason of any contract entered into or any way in the discharge of his or their duties and in particular, and so as not to limit the generality of the foregoing provisions, against all liabilities incurred by him or by them as such Director, Manager, Secretary, Officer or employee in defending any proceeding whether civil or criminal in which judgment is given in his or their

ETT Limited

favour or he or they is or are acquitted, or in connection with any application under Section 633 of the Act in which relief is granted by the Court and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company and have priority as between the members over all other claims.

153. Subject to the provisions of the Act and so far as such provisions permit, no Director, Auditor or other Officer of the Company shall be liable for acts, receipts, neglects or defaults of any other Director or Officer, or for joining in any receipt or act for conformity, or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Director for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested, or for any loss occasioned by any error of judgment, omission, default, or oversight on his part, or for any loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same happens through his own dishonesty.

***

ETT Limited

DOCUMENTS FOR INSPECTION

The certified copies of following documents have been delivered to the BSE Limited along with this Information Memorandum:

1. Memorandum and Articles of Association of ETT Ltd. as amended from time to time.

2. Certificate of Incorporation No. 11-75092 dated November 11, 1993 and fresh certificate of Incorporation No. 55-123728, dated June 1, 2007, consequent to change in name.

3. The order by Hon’ble High Court of Delhi, dated April 30, 2007 sanctioning the Scheme of Amalgamation and approval letter of SEBI granting exemption from applicability of Rule 19(2)(b) of the Securities Contract Regulations Rules.

4. Copy of tripartite agreement entered into between the Company, RTA and NSDL;

5. Copy of tripartite agreement entered into between the Company, RTA and CDSL;

6. Copy of Audited Annual Accounts of the Company for the last financial years ended on 31st

March, 2013.

ETT Limited INFORMATION MEMORANDUM ETT ... - BSE

Documents

Transcript of ETT Limited INFORMATION MEMORANDUM ETT ... - BSE