Irb Ar 2012-13

INTEGRATE
FOCUS
EXPAND
annual
rep o r t
2012-13
road ahead
Corporate
Review
Statutory
Reports
| Milestones
| Key Highlights
| Building Lifelines of Modern India
| BOT Projects
10 | Integrating Construction with

Operation & Maintenance
12 | What goes into the making of
World-Class Roads and
Highway Projects?
14 | Experience and Expertise takes

us Places
26 | Management Discussion and

Analysis
16 | The Road Ahead
34 | Directors Report
18 | Road to Humanity
42 | Corporate Governance Report
20 | Chairman and Managing Directors

Message
53 | Corporate Governance Certificate
24 | Leadership at IRB
25 | Corporate Information
Financial
Statements
INTEGRATE
6
CONSOLIDATED FINANCIAL
STATEMENTS
FOCUS
57 | Independent Auditors Report

58 | Consolidated Balance Sheet
EXPAND
annual
report
59 | Consolidated Statement of Profit

and Loss
2012-13
60 | Consolidated Cash Flow Statement

1 Construction Plant in Operation
2 Toll Plaza at Thane-Bhiwandi Project
3 Maintenance Work in a Tunnel
4 Road Stretch on Surat-Dahisar BOT Project
5 Toll-Plaza at Surat-Dahisar BOT Project
6 Mumbai-Pune Expressway
7 Kamshet Tunnel at Mumbai-Pune Expressway
8 Mumbai-Pune Expressway (6 Lane) &
Mumbai-Pune NH-4 (4 Lane) Common Stretch
9 Mumbai-Pune Expressway
54 | Cost Compliance Certificate
22 | Recognised for Good Work
62 | Notes
STANDALONE FINANCIAL STATEMENTS

93 | Independent Auditors Report
96 | Balance Sheet
97 | Statement of Profit and Loss
98 | Cash Flow Statement
100 | Notes
134 | Statement Pursuant to Section 212
139 | Notice
At IRB Infrastructure, milestones are special to us. Building roads

and highways that bring people and places closer, accelerate
trade and commerce and elevate the quality of life. Milestones also
indicate our achievements since inception, despite challenges.
2012-13 was one such milestone year for us. It has been five years since we went public
in February 2008. During this period, our revenues have increased nearly fivefold and
profitability over fourfold. Our portfolio of 11 projects has grown to 18 projects, of which
13 projects are operational. We have established a pan-India presence, expanding our
reach from one state to six states. Consequently, the lane kms in our portfolio have
increased from 2,112 km to 7,479 km.
Our achievements have been driven by a strategy to integrate across the Build
Operate Transfer (BOT) value chain, focus on the roads and highways sector and
expand across geographies.
Integration across the

BOT value chain has
allowed us to unlock
value in Construction,
Development
and Operation &
Maintenance of roads
and highways.
Our focus on the

Roads and Highways
sector allows us
to leverage the
opportunities in the
industry and deliver
world-class highway
projects. These, in
turn, enable us to
reduce costs and
deliver projects within
stipulated timelines.
A strategy to expand
beyond Maharashtra
and Gujarat has
driven us to expand
our footprint to
Rajasthan in the West,
Punjab in the North
and Karnataka and
Tamil Nadu in South
India, de-risking our
infrastructure portfolio
in terms of regional
dependence. We have
also grown in scale
through the inorganic
route, acquiring MVR
Infrastructure and
Tollways Pvt. Ltd. This
initiative helped us foray
into Tamil Nadu and
proved value accretive
for us.
We believe we
can achieve many
more milestones by
continuing with our
strategy of higher
integration, reinforced
focus and enhanced
expansion across
geographies.
Corporate
Review
milestones
Revenues
PAT
Dividend Distributed
FY 12-13
FY 12-13
since listing in 2008
FY 07-08 785 Crores
FY 07-08 127 Crores
` 3,817 Crores
1995
First venture in BOT

(Thane Bhiwandi Bypass
Phase 1 25 kms) by
Ideal Road Builders
Pvt. Ltd.
2012
Achieved financial
closure for the
Ahmedabad Vadodara
Project
` 554 Crores
1998
IRB was incorporated as a

Private Company
2004
Upfront payment of `
918 Crores to MSRDC for
Mumbai-Pune project
` 343 Crores
2006
Upfront payment of
` 504 Crores to NHAI for
Bharuch-Surat project
IRB became a Public
Company
2013
Awarded Goa /
Karnataka border to
Kundapur Project on
NH-17 in Karnataka
Acquired MVR
Infrastructure and
Tollways Pvt. Ltd.
Annual Report
2012-13
Successfully handed
over 3 road
concessions to
the Government upon
completion
2008
Current Portfolio
Lane Kms
18 BOT Projects
7,479 lane kms
FY 12-13
Operational Projects
FY 12-13
FY 07-08
2009
Successful launch of
IPO by IRB Infrastructure
Developers Limited
Awarded 3 NHAI Projects

on DBFOT Pattern on VGF
basis
IPO over subscribed,

raised ` 944.6 Crores at
an issue price of ` 185
per share
Amritsar-Pathankot in
Punjab
Awarded Surat-Dahisar
Project, the first mega
project of the country
Awarded Integrated Road
Development programme
in Kolhapur city
Talegaon-Amravati in
Maharshtra
Jaipur-Deoli in
Rajasthan
First ever Airport Project
in IRBs Portfolio
(Greenfield Airport
Project in Sindhudurg,
Maharashtra); Project
Development Agreement
executed with MIDC
13
FY 07-08
2,112 lane kms
11 BOT Projects
2010
Achieved financial
closure for:
Amritsar-Pathankot in
Punjab
Talegaon-Amravati in
Maharashtra
Jaipur-Deoli in
Rajasthan
Awarded TumkurChitradurga BOT Project
of NHAI on DBFOT
pattern in Karnataka
2011
Awarded Ahmedabad
Vadodara Project, the first
ever Ultra Mega highway
project of NHAI on BOT
Basis - DBFOT Pattern in
Gujarat
Corporate
Review
Key Highlights
REVENUE
(` in Crores)
2012-13
3,817
2011-12
3,258
2010-11
2008-09
(`)
2012-13
16.75
2011-12
14.92
2010-11
2,503
2009-10
EPS
13.61
2009-10
1,754
11.60
2008-09
1,021
EBITDA
(` in Crores)
5.29
ORDER BOOK
(` in Crores)
2,301
2012-13
1,763
2011-12
1,495
2010-11
1,158
2009-10
2008-09
Ongoing BOT Projects
8,432
4,130
848
BOT Projects
Construction yet to
commence
BOT Projects in O&M
Phase
467
2,001
PAT
(` in Crores)
2012-13
554
2011-12
496
2010-11
464
2009-10
2008-09
403
177
BOT ASSETS (NET BLOCK)
(` in Crores)
2012-13
9,945
2011-12
7,615
2010-11
2009-10
2008-09
5,499
4,041
3,123
Annual Report
2012-13
NET DEBT
(` in Crores)
2012-13
7,305
2011-12
5,251
2010-11
2009-10
2008-09
3,426
2,405
ROE
(%)
2012-13
17
2011-12
17
2010-11
19
2009-10
19
2008-09
2,071
10
CAPITAL EMPLOYED
(` in Crores)
2012-13
12,032
2011-12
9,928
2010-11
NETWORTH
(` in Crores)
2012-13
3,256
2011-12
2008-09
2008-09
4,954
4,215
2,857
2010-11
2009-10
2009-10
7,057
2,433
ROCE
2,040
1,730
(%)
2012-13
11
2011-12
12
2010-11
13
2009-10
13
2008-09
NET DEBT TO EQUITY RATIO
(%)
2012-13
2.24
2011-12
1.84
2010-11
1.41
DIVIDEND DISTRIBUTED
2012-13
(` in Crores)
133
2011-12
60
2010-11
50
2009-10
1.18
2009-10
50
2008-09
1.20
2008-09
50
Corporate
Review
Building lifelines of
modern India
Roads and highways represent crucial lifelines of modern India, a trilliondollar economic powerhouse. At IRB, we believe roads and highways
help to reach the fruits of economic development & growth to the farthest
corners of this vast country. We derive great satisfaction and pride from
the fact that we are also contributing in our own way in the development
of our country. And this strengthens our business optimism.
Incorporated in 1998, IRB Infrastructure Developers Ltd. is one of the leading
Infrastructure development companies in the roads and highways sector in the country.
We undertake development of these projects by way of Public Private Partnerships
(PPP). We bid for Government contracts for highways and road infrastructure. We
undertake construction, development, operation & maintenance of these projects on a
Build-Operate Transfer (BOT) model.
BUILD
OPERATE
TRANSFER
The Highway Projects

awarded are constructed
and developed by
the Special Purpose
Vehicle company (SPV)
as per the concession
agreement signed
with the Government
Agencies viz. NHAI,
MSRDC etc.
- Revenues are
generated in the form
of toll collected from
the users of these
projects.
- Possession of the
project is transferred
back to the
Government after
expiration of the
concession period in
good condition
- Collects toll during the

concession period
- The Company
also undertakes
maintenance of these
projects during the
concession period
We have successfully executed many BOT projects in roads and highway sector
through several Special Purpose Vehicles (SPVs) including the nations first ever BOT
project - Thane Bhiwandi Bypass during 1995 in Maharashtra.
Annual Report
2012-13
7,479 lane kms

One of the largest BOT portfolio in the country
` 19,300 Crores
Aggregate size of the BOT portfolio
11.07%
Share in the Golden Quadrilateral
LISTED SINCE
February 25, 2008
BOMBAY STOCK EXCHANGE (BSE)

BSE Code 532947
NATIONAL STOCK EXCHANGE (NSE)

NSE Code IRB
ISIN
INE821I01014
Corporate
Review
BOT PROJECTS
Sr. No.
Name of the Project
Name of the State
1.
Ahmedabad Vadodara
Gujarat
2.
Goa/ Karnataka Border Kundapur
Karnataka
3.
Surat Dahisar
Maharashtra/ Gujarat
4.
Jaipur Deoli
Rajasthan
5.
Bharuch Surat
Gujarat
6.
Pathankot Amritsar
Punjab
7.
Mumbai Pune
Maharashtra
8.
Tumkur Chitradurga
Karnataka
9.
Talegaon Amravati
Maharashtra
10.
IRDP Kolhapur
Maharashtra
11.
Salem Omallur Namakkal
Tamil Nadu
12.
Thane Ghodbunder
Maharashtra
13.
Thane Bhiwandi Bypass
Maharashtra
14.
Pune Nasik
Maharashtra
15.
Pune Solapur
Maharashtra
16.
Ahmednagar Karmala Temburni
Maharashtra
17.
Kharpada Bridge
Maharashtra
18.
Mohol Mandrup Kamti
Maharashtra
Annual Report
2012-13
Length
(In Km)
Project Cost
(` In Crores)
Under Construction. Ahmedabad Vadodara Expressway section is operational
195.00
4,880
Concession Agreement Signed. Financial Closure is in process
189.60
2,600
Operational
240.00
2,537
Under Construction
146.20
1,733
65.00
1,469
Under Construction
102.42
1,445
Operational
206.00
1,301
Under Construction and Operational
114.00
1,142
Operational
66.73
888
COD Received. Waiting for Tolling to Commence
50.00
430
Operational
68.63
301
Operational
14.90
246
Operational
24.00
104
Operational
29.81
74
Operational
26.00
63
Operational
60.00
37
Operational
1.40
32
Operational
33.40
18
1,633.09
19,300
Status
Operational
TOTAL
10
Corporate
Review
Integrating
construction with operation
& maintenance
At IRB, integrated execution has

helped to build our brand stature and
enabled us to create more value for
all stakeholders.
IRB has strong in-house integrated execution capabilities in designing, construction
and development as well as operation and maintenance of roads and highways. Our
integrated capabilities are an outcome of our experience and managements vision
since inception.
Asphalt Batchmix Plant
Annual Report
11
2012-13
EMPLOYEE STRENGTH
Hiring, training and retaining

good talent has been vital to our
integrated capability.
We have consistently invested in our
human capital. As a result, though
our workforce has increased from
2,824 in 2008 to 5,350 in 2013,
attrition has remained less than 1%.
Year
Construction
Toll
Total
2008
1,777
1,047
2,824
2009
2,032
1,118
3,150
2010
2,603
1,235
3,838
2011
2,879
1,683
4,562
2012
3,284
1,711
4,995
2013
3,354
1,996
5,350
GROSS BLOCK (Tangible assets)
(` in Crores)
2012-13
609
2011-12
563
2010-11
533
2009-10
423
2008-09
Our decision to invest in our

construction assets base has also
been an enabler to our approach.
389
CONSTRUCTION REVENUE
(` in Crores)
2012-13
2,641
2011-12
2,182
2010-11
1,616
2009-10
2008-09
983
544
12
Corporate
Review
What goes into the

making of world-class roads
and highway projects?
The answer is focus and skill. Our core

competencies at IRB.
India has the worlds third largest road network. Over 95% of this network is underdeveloped. Our core competence allows us to leverage industry opportunities and
deliver world-class roads and highway projects in India.
Our focus and skill drives the entire organisation: the Project Construction Division is
focused on execution of projects within the agreed time frame, ensuring budgetary
controls and quality compliance; the Operation & Maintenance Division focus on toll
Toll-plaza on Bharuch-Surat Project
Annual Report
13
2012-13
Surat-Dahisar Project
collections and continual functioning of roads and highways

so as to provide better ride quality to the users; the Support
Functions focus on providing smooth and timely information flow
for effective decision-making and ensuring on-time approvals.
India has the worlds third largest

road network. Over 95% of this
network is under-developed.
This approach enables us to reduce cost and time overruns in

project execution and maintenance. When we had won Surat
Dahisar Project, it was argued that construction of that magnitude
would not be feasible. The only other example of work of such
magnitude was construction of 36 flyovers by MSRDC in 5 years.
Against this, we had the task of 6 laning of a 240 km stretch of
highway; constructing 26 flyovers, 2 railways over-bridges, 39
pedestrian under-passes and 15 vehicular under-passes on
this highway. All of these were to be completed in 30 months.
With a resolve to deliver world-class highway by utilising our
experience and skill-sets, we completed the project in time and
within budget.
14
Corporate
Review
Experience and
expertise takes us
places
When one moves out of the comfort

zone, there are challenges. But the
joy of embracing new opportunities is
greater still.
Until 2008, IRBs infrastructure projects were pre-dominantly in the states of Maharashtra
and Gujarat. But we had the vision and the capability to emerge as a pan-India
player in the BOT infrastructure space in five years. The result: IRB has expanded its
footprint to Rajasthan in the West, Punjab in the North and Karnataka and Tamil Nadu
down South.
Road stretch on Bharuch-Surat Project
Annual Report
15
2012-13
STATE-WISE DISTRIBUTION OF BOT PROJECTS

(%)
(Lane Kms)
Maharashtra, 2,672
Maharashtra, 36
Gujarat, 2,095
Gujarat, 28
Karnataka, 19
Rajasthan, 8
Punjab, 5
Tamil Nadu, 4
Karnataka, 1,442
Rajasthan, 585
Punjab, 410
Tamil Nadu, 275
This enables us to de-risk our infrastructure portfolio in terms of

regional dependence.
MVR was awarded a 20 year

concession starting from August
2006 for the Omallur - Namakkal
section of NH-7 in Tamil Nadu for
Four-Laning on BOT basis. The
project length is 68.70 kms and is
located on the busy Bangalore
Kanyakumari route.
IRB selects regions having stable economic conditions and

policies, better law and order situation, coupled with positive
user receptiveness and inclination to pay toll for better roads.
Our expansion plans in highway infrastructure development will
continue to be governed by financial, execution and operational
viability of the projects.
Besides growing organically, our strategy is to consider valueaccretive acquisitions. Likewise in 2012-13, IRB acquired MVR
Infrastructure and Tollways Pvt. Ltd. and thereby established
its presence in Tamil Nadu. MVR was awarded a 20 year
concession starting from August 2006 for the Omallur - Salem
- Namakkal section of NH-7 in Tamil Nadu for Four-Laning on
BOT basis. The project length is 68.70 kms and is located on the
busy Bangalore Kanyakumari route. The project is now well
intregated and has proved to be value accretive.
16
Corporate
Review
The road ahead
There are challenges in the operating

environment. Yet the long-term
outlook for the economy and the
infrastructure sector remains positive.
In 2012-13, order flow from the National Highways Authority of India (NHAI) has been
moderate, due to subdued response from bidders, challenges in land acquisition and
prolonged environmental and forest clearances.
Out of approximately 1,300 kms awarded by NHAI in FY 2012-13, IRB bagged the
Goa Karnataka border (Karwar) to Kundapur 4 laning project measuring 190 km on
VGF basis.
We are optimistic about economic recovery and will continue to contribute in the
development of Indias roads and highways infrastructure in our modest way.
Our strategy is to concentrate primarily on roads and highways infrastructure and
continue to bid for viable projects.
Also, IRBs subsidiary, IRB Sindhudurg Airport Pvt. Ltd. commenced work on its
Greenfield Airport project at Sindhudurg, Maharashtra in February 2013. The Sindhudurg
airport shall provide air connectivity to the Sindhudurg District and other regions in the
Konkan belt and boost regional tourism. It is designed to cater to large aircrafts, such
as Airbus 320, Boeing 737 and 200-plus capacity chartered aircrafts.
Annual Report
17
2012-13
Upcoming
Opportunities
(` in Crores)
Sr.
No.
Name of the Client
1.
NHAI Projects - Phase II
2,212
2,293
2.
NHAI Projects - Phase III
842
3.
NHAI Projects - Phase IV, IVA & IV B
3,601
10,706
4.
NHAI Projects - Phase
1,354
5.
Mumbai JNPT Port Road Com. Ltd. (SPV of NHAI)
1,821
6.
NHAI Projects (other projects)
2,782
1,456
7.
NHAI Projects (OMT)
126
8.
Other Clients
9,630
9,983
18,351
28,455
RFP Stage RFQ Stage
TOTAL
18
Corporate
Review
Road to humanity
To serve humanity
is the best service of all
is rooted in IRBs corporate ethos.
IRB Primary School at Tonk, Rajasthan
We are committed to help the underprivileged sections of society and enable them to
live a life of dignity. As a part of this commitment, we are contributing to the Right to
Education of each and every Indian. IRB is successfully running a model IRB Primary
School for the children of the village Maalion Ka Jhopra at Tonk district in Rajasthan,
where 210 children are being provided free education including uniforms and books.
We have also succeeded in encouraging girl children of the area for education.
Annual Report
19
2012-13
Study session at the school
In a traditional and backward rural

area of Rajasthan, where educating a
girl child is frowned upon, IRBs school
has the distinction of having more girl
students (113) than boys (97) students.
We are replicating the same model
and starting a school in the Pathankot
district of Punjab, near the AmritsarPathankot BOT project. The school is
expected to be completed in 2013-14.
Student of IRB Primary School
We also generously contributed to the

Chief Ministers drought relief fund in
Maharashtra. IRB financially supports
artists and sports persons. Over the last
few years, we have come up with annual
calendars, based on the jury selected
paintings of artists from Sir J. J. School
of Arts, Mumbai. The original paintings
of these artists are sold at private
auctions and the funds generated are
used to promote such talent.
20
Corporate
Review
Chairman and
Managing Directors
message
times; profit after tax nearly four and
a half times; gross assets nearly four
times. Our portfolio has increased from
11 BOT Projects and 2,112 Lane kms in
FY 2007-08 to 18 BOT Projects and 7,479
Lane kms in FY 2012-13, respectively.
Virendra D. Mhaiskar, Chairman & Managing Director
Dear Stakeholders,
Its a special occasion for all of us at
IRB, and it has been made possible
by each one of you. I congratulate
our stakeholders on the completion
of five years since our Initial Public
Offering. We commenced our journey
with a vision to emerge as one of the
largest infrastructure companies in the
roads and highways sector of India.
Our hard work, perseverance and
the generous support and guidance
of all stakeholders have stood us in
good stead. Today, we enjoy pan-India
presence and our achievement is the
result of integration across the BOT
value chain, an all-pervasive focus on
every relevant area of the business
and finally, expansion to embrace new
opportunities.
Numbers can paint a better picture
than words. Since FY 2007-08, our net
worth has doubled in five years. Our
total income has grown nearly five
Infrastructure is the backbone of any

economy. Therefore, rapid investment in
infrastructure creation and maintenance
is vital for the economy to grow at 8%.
The past year was tepid for roads and
highways infrastructure, as few projects
were awarded by NHAI, due to weak
bidding, coupled with stringent lending
norms adopted by banks and financial
institutions. Now, we are seeing early
signs of positivity in the operating
environment. Indias Wholesale Price
Index (WPI) inflation is cooling off,
interest rates are declining gradually
and the government is implementing
fiscal consolidation to bring dynamism
in the economy. Delayed projects
are also expected to receive prompt
clearances with environment and forest
clearances now being delinked.
An integrated approach to BOT projects
has enabled us to strengthen revenues,
invest in our asset base and create
greater value for our shareholders.
With our skill sets and experience,
staying focused on BOT projects has
benefited us with skill and experience,
as compared to our peers, and helped
us to minimise cost and time overruns.
As a result, though infrastructure
development is capital intensive our net
Debt to Equity ratio is close to 2.24:1.
Expanding our pan-India presence has
also been vital to de-risking our portfolio
as well as being less dependent on a
few regions for our income. We have
also been open to viable acquisitions,
Annual Report
21
2012-13
Since FY 2007-08, our

net worth has doubled
in five years. Our total
income has grown
nearly five times; profit
after tax nearly four
and a half times; gross
assets nearly four
times. Our portfolio
has increased from
11 BOT Projects and
2,112 Lane kms in FY
2007-08 to 18 BOT
Projects and 7,479
Lane kms in FY 201213, respectively.
like MVR Infrastructure, value-accretive

proposition which also helped us to
widen our presence in South India.
In the current year, we have completed
substantial work on four projects under
implementation during FY 2012-13.
Besides, we also started construction
work on Ahmedabad-Vadodara project
from January 1, 2013. This has led to
21% increase in construction revenue
for FY 2012-13, as compared to
FY 2011-12. The operating EBITDA for
the Construction segment remains
strong at around 26% during the year.
Our toll revenue has increased by
around 10%, as compared to FY 201112, on the basis of moderate traffic
growth and higher WPI vis-a-vis last
year. The Company earned a profit of
` 554 Crores on a total income of
` 3,817 Crores, an increase of 12% and
17% respectively in comparison to FY
2011-12. I am pleased to state that we
have paid 40% dividend in FY 2012-13
vis-a-vis 18% in FY 2011-12.
Our order book now stands at
approximately ` 8,400 Crores, of which
projects worth ` 6,400 Crores will
be executed in the next three years.
This gives us good visibility for 2 to
3 years. We expect toll collections to
grow significantly during FY 2013-14,
on the back of Ahmedabad-Vadodara
expressway, Talegaon-Amravati, JaipurDeoli and Amritsar-Pathankot projects.
At IRB, we believe businesses have an
important role to play in social uplift. We
touch the society by providing world
class roads and highways, but there is
another way, in which we can modestly
make a difference: education. Education
can encourage large sections of the
population to create and embrace

opportunities for a better quality of life.
We have education-based initiatives,
like IRB Primary Schools, targeting
Rajasthans backward regions and are
replicating the model to other deficient
regions close to our project locations.
We are committed to achieve balanced
and long-term growth, ensuring greater
stakeholder value. I take this opportunity
to thank all our stakeholders for
reposing confidence in our vision. With
your support and encouragement, we
will continue being a leading panIndia player, delivering world-class
infrastructure for nation building.
Regards,
Virendra D. Mhaiskar
Chairman & Managing Director
22
Corporate
Review
Recognised for good work
At IRB, our accelerated project

execution, diligent maintenance and
consistent quality focus in the
roads and highways sector have
received wide recognition.
Mr. Mhaiskar receiving the CNBC TV18 Essar Steel Infrastructure Excellence
Award in 2009
Annual Report
23
2012-13
Awards for IRB

Conferred the CNBC TV18 Essar Steel Infrastructure Excellence Award in the
Highways & Flyovers category for the Mumbai-Pune project in 2009.
Received the CNBC TV18 Essar Steel Infrastructure Excellence Award in the
Highways and Flyovers category in recognition of the high-quality work implemented
on the 6 laning project of Bharuch-Surat section of National Highway (NH-8)
in 2010.
Awards for Virendra D. Mhaiskar, CMD

Received the Young Turk of the Year award at the 6th CNBC-TV18 India Business
Leader Awards, presented in Mumbai on 11th December, 2010, by the erstwhile
Honourable Finance Minister, Shri Pranab Mukherjee
Honoured by Navshakti, the leading Marathi Free Press Journal Group, during their
Golden Jubilee Year Celebration, for making significant contribution to national life.
24
Corporate
Review
Leadership at IRB
BOARD OF DIRECTORS
SENIOR MANAGEMENT TEAM
MR. VIRENDRA D. MHAISKAR
MR. DHANANJAY K. JOSHI
Chief Executive Officer Corporate Affairs,

Realty and Airport
MRS. DEEPALI V. MHAISKAR
MR. AJAY P. DESHMUKH
Director
Chief Executive Officer Infrastructure
MR. DATTATRAYA P. MHAISKAR
MR. MADHAV H. KALE
Director
MR. SURESH G. KELKAR
Head Corporate Strategy & Planning
MR. ANIL D. YADAV

Group Chief Finance Officer
Director
MR. MEHUL N. PATEL

MR. MUKESH GUPTA
Executive Director
President - Corporate Affairs & Group

Company Secretary
MR. VINODKUMAR MENON

MR. BHALCHANDRA K. KHARE
Independent Director
MR. GOVIND G. DESAI
President Business Development and

Tendering
WG CDR NARESH TANEJA
President Human Resource and

Administration
MR. CHANDRASHEKHAR S. KAPTAN
MR. DEEPAK D. GADGIL
Head Realty, Airport and Hospitality
MR. SUNIL H. TALATI
MR. RAJENDRA K. AGRAWAL
MR. VINOD SETHI
Head Project Construction
MR. RAJPAUL S. SHARMA

Head Contract Management
MR. SATISH V. PATKI

Head Project Maintenance
PROFESSIONALS ASSISTING
THE BOARD
MR. NITIN V. BANSODE

Head Toll Operations
MR. RAJKAMAL R. BAJAJ

Advisor to the Board
MR. M. P. NITYANAND
Director - Operations
Annual Report
25
2012-13
Corporate Information
BANKERS / LENDERS
OF THE IRB GROUP
AUDITORS OF SUBSIDIARIES
S. R. BATLIBOI & CO. LLP
CANARA BANK
IDFC LTD.
M. K. P. S. & ASSOCIATES
UNION BANK OF INDIA
PARIKH JOSHI & KOTHARE
INDIAN OVERSEAS BANK
A. J. KOTWAL & CO.
INDIAN BANK
M. BHASKARA RAO & CO.
BANK OF INDIA
IDBI BANK
CENTRAL BANK OF INDIA
ANDHRA BANK
R. K. DHUPIA & ASSOCIATES
REGISTRAR & TRANSFER

AGENT
CORPORATION BANK
PUNJAB NATIONAL BANK
BANK OF BARODA
BANK OF MAHARASHTRA
Karvy Computershare Pvt. Ltd.

Plot No. 17 to 24, Vittalrao Nagar,
Madhapur, Hyderabad 500 081.
T: +91 40 2342 0818
F: +91 40 2342 0814
IIFCL
ICICI BANK LTD.
REGISTERED OFFICE
AUDITORS
IRB Complex,
Chandivli Farm, Chandivli Village,
Andheri (E), Mumbai - 400 072.
S. R. BATLIBOI & CO. LLP

Statutory Auditor
T: +91 22 6640 4220

F: +91 22 6675 1024
SURESH SURANA & ASSOCIATES
E: [email protected]
www.irb.co.in
Internal Auditor
26
Statutory
Report
MANAGEMENT DISCUSSION
AND ANALYSIS
1. ECONOMIC OVERVIEW
The Global economic growth largely remained subdued across major economies
during FY 2012-13. The US showed signs of slow recovery on account of improvements
in manufacturing and housing sectors and reducing unemployment. Recessionary
conditions in the Eurozone continued due to deteriorating industrial production, weak
exports and low domestic demand. Emerging economies grew moderately in FY 201213, as domestic demand rose and investments picked-up.
Indias economy faced sluggish growth during FY 2012-13. However, inflation has
moderated in recent months; but it still remains close to or above the tolerance level of
RBI. In this context, RBI faces the challenge to maintain a balance between regulating
inflation and promoting growth.
RBI observes that for FY 2013-14, real GDP growth will recover to around 6% with
moderation of WPI-based inflation to around 6.5%, which may be contingent upon
resolving structural bottlenecks especially in infrastructure sector. The recent correction
in commodity and oil prices and normal monsoon are likely to give a fillip to the
economy in the coming year.
The Eleventh FiveYear Plan (2007-2012)

of the Planning
Commission of the
Government of India
identified high-quality
infrastructure as the
most critical physical
requirement for
attaining faster growth
in a competitive
global environment
and also for ensuring
investment in lessdeveloped regions.
Infrastructure spending is recognised to be one of the backbones for the economy. The
huge infrastructure deficit in the roads sector would definitely result in more focus on the
sector. Of the USD 120 Billion estimated to be spent on the sector in the next five years,
the private sector has to account for USD 70 Billion [Source: Planning Commission
Report].
2. INFRASTRUCTURE INDUSTRY OVERVIEW

Indias infrastructure industry, including the road sector, has gone through one of its
most difficult phases in FY 2012-13. The Government has been undertaking initiatives
to revive investors interests in the road sector. FY 2012-13 saw a subsidence in the
infrastructure industrys growth, including that of the road sector. Only 1,300 kms of
National Highways was awarded by the NHAI compared to 6,500 Kms last year. The
Eleventh Five-Year Plan (2007-2012) of the Planning Commission of the Government
of India identified high-quality infrastructure as the most critical physical requirement
for attaining faster growth in a competitive global environment and also for ensuring
investment in less-developed regions.
Outlook
India is globally the 10th largest economy by nominal GDP and the third-largest by
purchasing power parity (PPP). India is the worlds 19th largest exporter and 10th
largest importer. With a trillion rupee investment envisaged for the next Five Year Plan
Annual Report
27
2012-13
Infrastructural
investment of about
USD 1,025 Billion is
necessary during
the Twelfth Five
Year Plan (201217) to achieve a
share of 9.95% as a
proportion of GDP.
(2012-17), Indias infrastructure investment is bound to grow significantly. To maintain

its growth momentum, the provision of adequate infrastructural facilities is critical.
Unreliable services or a disruption in infrastructure facilities may restrict output or hinder
investments in productive capital. Moreover, infrastructural investment of about USD
1,025 Billion is necessary during the Twelfth Five Year Plan (2012-17) to achieve a share
of 9.95% as a proportion of GDP [Source: Preliminary assessment by the Planning
Commission]. Government of India is attempting to improve the countrys infrastructure
as a top policy priority.
3. SECTOR OVERVIEW: ROADS AND HIGHWAYS

India has the worlds second most extensive road network with 4.24 million kms. The
National Highways have a total length of 70,934 kms and serve as the countrys arterial
road network. Over 70% of freight and 85% of passenger traffic in India use roads. While
National Highways/ Expressways constitute only about 2% of the total road length,
they carry about 40% of the road traffic, leading to a strained capacity. It is observed
that Road traffic volumes, as measured by automotive fuel consumption, have grown
by about the same rate as overall GDP. Indias government launched major initiatives
to upgrade and strengthen National Highways through various phases of the National
Highways Development Project (NHDP). NHDP stands apart as one of the worlds
largest road development programmes undertaken by a single authority. It helps widen,
upgrade and rehabilitate about 54,000 kms of roads, entailing an estimated investment
of over ` 300,000 Crores. Though number of road tenders awarded on BOT plummeted
significantly during FY 2012-13, the Governments efforts to evolve new, flexible policies
to create an investor-friendly road sector are likely to help cover up the deficit in the next
few years.
Approximately 20,000 kms of road development works are yet to be awarded under
NHDP. Out of this, approximately 4,000 kms are already in the bidding calendar of NHAI
and are likely to be tendered in the coming months.
4. COMPANY AND BUSINESS OVERVIEW

A. Company overview
IRB Infrastructure Developers Ltd. (IRB), incorporated in 1998, has strong in-house
integrated project execution capabilities. It is the pioneer in the road BOT business and
is one of Indias largest road BOT operators with a portfolio of 18 Road BOT projects.
It also has approximately 11.07% share of the golden quadrilateral. IRBs construction
business complements its BOT vertical by executing the engineering, procurement
and construction (EPC) and operation and management (O&M) aspects of BOT
concessions. Over the years, IRB has developed rich, in-house expertise in both EPC
and O&M verticals.
28
Statutory
Report
Out of IRBs 18 road projects, 13 are operational and 5 are under implementation.
The Companys major clients are government agencies, such as National Highways
Authority of India (NHAI) and State Road Development Authorities, which engage in the
development of the countrys roads. In the last three years, IRB has strategically spread
its reach in states other than Maharashtra and Gujarat. Now, its road portfolio, as per
lane kilometres, is located 36% in Maharashtra, 28% in Gujarat, 19% in Karnataka, 8%
in Rajasthan, 5% in Punjab and 4% in Tamilnadu.
B. Business overview
(I) Construction and development (EPC)
IRB has successfully constructed more than 6,500 lane kms of highways on BOT
basis. This includes improvement of National Highway and sections of the Golden
Quadrilateral.
IRBs integrated approach towards project execution involves constructing as well as
operating and maintaining activities in-house with least outsourcing. Its large pool of
equipments and skilled and experienced manpower help IRB complete projects within
budget and in time. This experienced manpower also helps the Company to manage
the entire tolling and maintenance functions in-house during operations phase. An
evolving IT infrastructure set up provides finesse to these integrated methods of
conducting business.
The Companys total order book is ` 8,400 Crores. It comprises ` 6,400 Crores of
construction to be executed over three years and ` 2,000 Crores of operation and
maintenance needed to be performed over the concession period.
IRBs total order book

is ` 8,400 Crores. It
comprises ` 6,400
Crores of construction
to be executed
over three years
and ` 2,000 Crores
of operation and
maintenance needed
to be performed
over the concession
period.
Among the existing projects, toll operations on IRDP Kolhapur Project is expected to
commence shortly. More than 95% work has been completed on Talegaon-Amravati
and Jaipur-Deoli Projects. Commercial operations on the Talegaon-Amravati Project has
commenced from April 26, 2013. The Company has also approached the Competent
Authority for Provisional Certificate for the Jaipur-Deoli Project and commencement of
tolling on this Project is subject to receiving such a Certificate. Toll collection is likely
to begin soon. Works on the Tumkur-Chitradurga as well as the Pathankot-Amritsar
projects are progressing satisfactorily.
In January 2013, IRB received the Appointed Date for the countrys first mega road
project viz. Ahmedabad Vadodara BOT Project. Commercial operations have begun on
the Ahmedabad Vadodara Expressway from January 1, 2013, along with construction
work on NH8 section of the Ahmedabad Vadodara Project.
IRB was awarded the Goa/ Karnataka border to Kundapur Highway Project on BOT
by NHAI on July 31, 2012. The Project involves four-laning of the Karwar to Kundapur
section of NH-17 at an estimated total project cost of ` 2,600 Crore. The Projects
concession period is 28 years, including a construction period of two and a half years.
The Concession Agreement has also been signed on March 25, 2013.
The Company has successfully culminated the acquisition of the Omallur- SalemNamakkal BOT project in Tamil Nadu, a good addition to its existing assets portfolio.
IRB will continue to look for such viable value-accretive road assets in future.
Annual Report
29
2012-13
(II) Operations and maintenance (O&M)
IRB currently has

4,097 lane kms
under operations
and maintenance.
The average gross
daily toll collection
has now reached
to approximately
` 3.87 Crore based
on gross toll
collection during
financial year
2012-13.
IRB currently has 4,097 lane kms under operations and maintenance. The average
gross daily toll collection has now reached to approximately ` 3.87 Crore based on
gross toll collection during financial year 2012-13.
IRB has in-house expertise in handling the operation and maintenance of BOT road
Projects. The Company routinely carries out maintenance of toll roads, including
periodic major maintenance. Our O&M work has won many accolades in the past.
IRB has been awarded CNBC TV18 Essar Steel Infrastructure Excellence Award in the
Highways and Flyovers category for its Mumbai Pune section of National Highways
(NH-4) in FY 2009-10 and Bharuch Surat Section of NH8 in FY 2010-11.
(III) Related diversification

IRB had executed Project Development Agreement for Sindhudurg Greenfield Airport
BOT Project with Maharashtra Industrial Development Corporation (MIDC). The
Company has also received Environmental Clearance for the Project from the Ministry
of Environment and Forest, Government of India. Requisite land has already been
acquired by MIDC for the Airport. Construction work on the airport has commenced
in February, 2013. Construction on our Gateway Hotel Project in Kolhapur has also
commenced and it is expected to be completed in three years.
5. FINANCIAL ANALYSIS
BOT Assets
Net block in BOT Assets, both operational as well as under construction, have grown
significantly from ` 2,674 Crore in FY 2007-08 to ` 9,945 Crore in FY 2012-13, registering
a compound annual growth rate (CAGR) of 30%.
As is the norm for financing Highway BOT projects, debt funds from project lenders
have been the major source of funding these investments. The project lenders have
reposed trust in our financial strength, demonstrated by healthy growth in Internal
Accruals and Networth. Besides, they have also shown faith in our project execution
capabilities, which are commercially viable. This trust of the project lenders has played
a primary role in helping us achieve the required financial closures.
Since our initial public offering (IPO) in 2008, our Networth grew at 15% CAGR from
` 1,621 Crore in FY 2007-08 to ` 3,256 Crore in FY 2012-13. This growth was driven
entirely by healthy earnings during this period. We have not raised further Equity Capital,
thus avoiding dilution in value, accrued to our Shareholders.
Consequently, our Net Debt Equity Ratio (DER) touched 2.24 in March 2013. This was
driven by the investments undertaken by us over the last three years. We invested
in projects that were under construction and are now on the verge of becoming
operational. With this, we expect to improve our DER in the years to come, augmenting
our capacity to raise funds for new projects that we may secure on a diligent evaluation
of their risks and commercial viability.
During the year, IRB has made Project Investments of ` 2,980 Crores in BOT Assets
under Construction. This was funded by Project Debt of ` 1,398 Crores, Grant of ` 509
Crores and Internal Accruals of ` 1,073 Crores.
30
Statutory
Report
These projects require a further investment of ` 7,204 Crores across the next three years,
before they can commence Commercial Operations. The investments will be funded
largely through Project Debt of ` 4,596 Crores, Grant of ` 676 Crores and the balance
out of Internal Accruals.
Commercial Operations are beginning on under-construction projects. This is helping
in the rise of cash flows from our Construction and Toll Operations. This increase in
cash flow enhances our confidence of generating Internal Accruals, sufficient enough
to infuse our balance equity commitment in the projects in hand. The internal accruals
are generated even after providing for Debt repayments as well as Dividend Payouts, in
line with our Dividend Policy.
Total consolidated income grew at 17% from ` 3,258 Crore in FY 2011-12 to ` 3,817
Crore in FY 2012-13. The rise in Total Income is attributed to incomes from construction
and toll.
Consolidated Total Construction Revenue increased by 20% from ` 2,278 Crore in FY
2011-12 to ` 2,729 Crore in FY 2012-13 due to the rise in the number of Projects, in which
construction activities were undertaken.
EPS
` 16.75
FY12-13
FY11-12
14.92
Commercial
Operations are
beginning on underconstruction projects.
This is helping the
rise in cash flows
from our Construction
and Toll Operations.
This increase in
cash flow enhances
our confidence of
generating Internal
Accruals, sufficient
enough to infuse
our balance equity
commitment in the
projects in hand.
Despite the slowdown in Indias economy, we have seen healthy growth in toll revenues.
The consolidated total toll revenues (net of revenue share or premium payment to NHAI)
increased by 11% from ` 981 Crores in FY 2011-12 to ` 1,088 Crores in FY 2012-13.
Earning Before Interest, Tax, Depreciation & Amortisation (EBITDA) increased from
` 1,499 Crores in FY 2011-12 to ` 1,763 Crores in FY 2012-13, up by 18%. Interest costs,
driven by increase in quantum of the loan in Tumkur Chitradurga Project and new
subsidiary MVRs addition, rose by 12% from ` 551 Crores in FY 2011-12, to ` 615 Crores
in FY 2012-13.
Depreciation of ` 297 Crores in FY 2011-12 rose by 49% to ` 442 Crores in FY 2012-13,
driven by amortisation in Surat Dahisar Project. In FY 2011-12, amortisation for Surat
Dahishar was only for a quarter. The project was substantially completed in December,
2011.
Consequently, Profit Before Tax (PBT) increased by 9% from ` 651 Crores in FY 2011-12 to
` 707 Crores in FY 2012-13.
Post minority interest, Profit After Tax (PAT) experienced a 12% growth, rising from ` 496
Crores in FY 2011-12 to ` 557 Crores in FY 2012-13.
Earnings per share on basic and diluted basis, which reached ` 16.75 in FY 2012-13
from ` 14.92 in FY 2011-12, grew by 12% YoY.
During the year, the Company declared interim dividends aggregating to ` 4 per equity
share.
The Companys various special purpose vehicles (SPVs) have raised project-term loans
to meet ongoing construction of BOT projects. IRBs net consolidated debt, as on
March 31, 2013, is ` 7,305 Crore, compared to ` 5,250 Crore a year ago. This increase
was primarily on account of drawing of loans for various projects, such as Amritsar Pathankot, Talegaon - Amravati, Jaipur - Deoli, Tumkur - Chitradurga and Ahmedabad
Vadodara projects.
Annual Report
31
2012-13
6. INORGANIC GROWTH
In line with its strategy to grow inorganically, IRB has been evaluating various BOT
projects in the secondary markets. The Company has successfully culminated the
acquisition of the Omallur- Salem- Namakkal BOT project in Tamil Nadu, a good
addition to its existing assets portfolio. IRB will continue to look for such viable valueaccretive road assets in future.
7. KEY COMPETITIVE ADVANTAGE

The following key advantages enabled IRB to emerge as one of the market leaders:
Proven track record of successfully accomplishing all phases of BOT Projects in the
highway sector
Robust order book of over ` 8,400 Crores (as on March 31, 2013)
One of the largest Domestic BOT project portfolios in the Roads and Highway
sector
18 BOT projects, out of which 13 are operational
Strong financial track record and healthy banking relationship with leading banks/
financial institutions
Integrated and efficient project execution capabilities, supported by comprehensive

equipment bank
Professionally managed Company with qualified and skilled employee base
8. RISKS AND CHALLENGES

The Companys ability to foresee and manage business risks is crucial in its efforts to
achieve favourable results. While management is positive about the Companys longterm outlook, it is subject to a few risks and uncertainties, as discussed below.
Competition Risk
The Company is operating in a highly competitive environment. However, during the
year, the Company has observed that competition has moderated. Hence, we will
continue to bid for projects with financial, operational and execution viability.
Availability of capital and interest rate risk

Infrastructure projects are typically capital intensive and require high levels of longterm debt financing. IRB intends to pursue a strategy of continued investment in
infrastructure development projects. In the past, the Company was able to infuse equity
and arrange for debt financing to develop infrastructure projects on acceptable terms
at the SPV level of relevant projects. However, IRB believes that its ability to continue to
arrange for capital requirements is dependent on various factors. These factors include:
timing and internal accruals generation; timing and size of the projects awarded; credit
availability from banks and financial institutions; the success of its current infrastructure
development projects. Besides, there are also several other factors outside its control.
However, your Companys track record has enabled it to raise funds at competitive rates.
Further, the Company has already hedged itself from any hardening of interest rates.
This has been performed by ensuring low interest rates. For example, for the MumbaiPune Project, the weighted average cost of debt, fixed for the remaining tenure, is 10.6%
32
Statutory
Report
p.a.; for under-construction projects, the rate of interest is fixed to approximately 10.5%
p.a. for the entire construction period.
Further, IRB has availed External Commercial Borrowing (ECB) facility for its Jaipur-Deoli,
Tumkur-Chitradurga, Pathankot-Amritsar and Ahmedabad-Vadodara Projects, which will
help it reduce the interest rate burden. ECB repayment is due after 5 to 7 years.
Traffic growth risk

Toll revenue is a function of the toll rates and traffic growth.
Toll rates: The Government has been implementing a policy of linking toll rates increase
to change in Wholesale Price Index (WPI). The toll rates of the Companys BharuchSurat and Surat-Dahisar projects are linked to average WPI. However, the toll rates for
the projects awarded after 2008 are decided according to a formula, which is 3% plus
40% of average WPI. The Companys all other projects have fixed annual or periodical
increase in their toll rates, according to their Concession Agreement. Toll rates on the
Companys Bharuch-Surat Project have increased by 7.69% in July 2012 and SuratDahisar Project by 8.94% in September 2012.
Traffic: Vehicular traffic varies with the countrys overall economic activities, specifically
in the Golden Quadrilateral corridor. Most of the Companys projects, such as MumbaiPune, Thane-Bhiwandi Bypass Projects have a fair mix of passenger and freight traffic.
These projects are comparatively less sensitive to the level of economic activities in
respective corridors and thus, have been able to contain the impact of muted traffic
growth on a few other projects.
On expectation of moderate inflation during the current year, the Company may witness
10% to 12% overall revenue growth from its operational projects.
Input cost risk

Raw materials, such as bitumen, stone aggregates, cement and steel, need to be
supplied continuously to complete projects. There is also a risk of cost escalation or
raw material shortage.
The Companys extensive experience, its industry standing and bulk purchases have
helped it plan and procure raw materials at competitive rates. Moreover, the Company
procures stone aggregates from its self-operated leased mines, which, ensures quality
and lowers the cost, as compared to bought out aggregates. Besides, it also reduces
supply disruption or price escalation.
Labour risk
The timely availability of skilled and technical personnel is one of the key industry
challenges. The Company maintains healthy and motivating work environment through
various measures. This has helped it recruit and retain skilled workforce, and, in turn,
complete the projects in time.
9. HUMAN RESOURCE MANAGEMENT

IRB has a large pool of experienced and skilled technical manpower, with which IRB
executes world-class projects and delivered excellent qualities, which have become
synonymous with IRB. IRB aims to keep its employees continuously updated with
the technical knowledge and keep abreast with emerging technologies relating to
construction of roads and structures and toll collections systems. Hence, IRB nominates
Annual Report
33
2012-13
IRB remains the

employer of choice
with one of the
lowest attrition rates
in the infrastructure
sector with less
than 1% for the last
four years.
its senior executives to attend Seminars and Symposiums conducted by professional

bodies of global repute. Employees are also nominated to attend other professional
skill-building programmes.
IRBs reputation of providing a congenial work environment that respects individuals
and encourages professional growth, innovation and superior performance, acts as a
strong pull to attract new industry talent. Human resources continue to be one of the
core focus areas of the Company. Respect for individual, open work culture, effective
communication, fair and equitable treatment and welfare of employees are significant
value propositions, which help IRB to retain a highly engaged talent pool and generate
high level of trust among its employees. IRB remains the employer of choice with one
of the lowest attrition rates in the infrastructure sector with less than 1% for the last
four years.
10. INTERNAL CONTROL SYSTEMS

IRB maintains adequate internal control systems, which provide, among other things,
reasonable assurance of recording the transactions of its operations in all material
respects. This system also protects against significant misuse or loss of Company
assets. IRB has a strong and independent internal audit function. The Internal
Auditor reports directly to the Chairman of the Audit Committee. Periodic audits by
the professionally qualified, technical and financial personnel of the internal audit
function ensure that the Companys internal control systems are adequate and are
complied with.
CAUTIONARY STATEMENT
Word IRB, the Company are interchangeably used and mean IRB Group or IRB
Infrastructure Developers Ltd. Statements in the Management Discussion and Analysis
describing the Companys objectives, projections, estimates, expectations may be forward
looking statements within the meaning of applicable securities, laws and regulations.
Actual results could differ materially from those expressed or implied. Important factors that
could influence the Companys operations include economic developments within the
country, demand and supply conditions in the industry, input prices, changes in Government
regulations, tax laws and other factors such as litigation and industrial relations.
34
Statutory
Report
Directors
reporT
Dear Stakeholders,
Your Directors have pleasure in presenting their 15th report on the business and operations,
along with the audited financial statements of your Company, for the year ended
March 31, 2013.
Particulars
Consolidated
Total Income
` 3,817 crores
FY12-13
FY11-12
3,258 crores
Consolidated PAT
` 554
crores
FY12-13
FY11-12
496 crores
Total income
Total expenditure
Earnings before interest,
depreciation and tax
Less: Finance costs
Depreciation
Profit before tax
Less: Provision for tax
Current tax
MAT Credit Entitlement
Deferred tax
Profit after tax before
minority interest
Less: Minority interest
Profit after tax and after
minority interest
Add: Profit at the beginning
of the year
Profit available for
appropriation
Appropriations:
Interim
Dividend
/
Proposed Interim Dividend
Tax on equity dividend
Transfer to General Reserve
Balance Carried Forward
to Balance Sheet
Consolidated
Year ended Year ended
March 31,
March 31,
2013
2012
3,817.37
3,258.24
2,053.97
1,763.66
1,763.40
1,494.58
(Amount in ` Crores)
Standalone
Year ended Year ended
March 31,
March 31,
2013
2012
2,218.36
1,395.95
1,819.35
1,112.88
399.01
283.07
615.29
441.52
706.59
546.37
297.01
651.20
168.53
230.48
74.86
208.21
226.35
(39.59)
(33.75)
553.58
164.78
(12.14)
2.55
496.01
43.34
(0.20)
187.34
42.34
(0.06)
165.93
(3.08)
556.66
0.01
496.00
187.34
165.93
1,318.93
929.55
154.32
64.81
1,875.59
1,425.55
341.66
230.74
132.95
59.83
132.94
59.83
24.73
70.53
1,647.38
12.12
34.67
1,318.93
18.73
189.99
16.59
154.32
OPERATION AND PERFORMANCE REVIEW

On the basis of Consolidated Financials
During the year, your Group achieved a total income of ` 3,817.37 Crores and earnings
before interest, depreciation and tax ` 1,763.40 Crores for the year ended March 31, 2013,
Annual Report
35
2012-13
During the year,

the Company had
declared four Interim
dividends aggregating
to 40%, ie ` 4 per
Equity Share of face
value of ` 10/- each
for the financial year
2012-13.
as against the total income of ` 3,258.24 Crores and earnings before interest, depreciation
and tax of ` 1,494.58 Crores for the year ended March 31, 2012. After providing for finance
costs of ` 615.29 Crores and ` 441.52 Crores for depreciation, the net profit before tax is
` 706.59 Crores against the net profit before tax of ` 651.20 Crores for the previous
financial year. The net profit after tax and minority interest for the year ended March 31,
2013 stood at ` 556.66 Crores as against ` 496.00 Crores for the previous year showing
an annualised growth of 12%, attributable to increase in level of business activities.
On the basis of Standalone Financials

During the year, your Company achieved a total income of ` 2,218.36 Crores and Earning
before Interest, Depreciation and Tax of ` 399.01 Crores for the year ended March 31, 2013. After
providing for Finance costs of ` 168.53 Crores, the profit before tax is ` 230.48 Crores. Provision
of current tax for the year ended March 31, 2013 was ` 43.34 Crores and deferred tax of ` (0.20)
Crores. The net profit for the year ended March 31, 2013 stood at ` 187.34 Crores, as against
` 165.93 Crores for the previous year.
DIVIDEND
During the year, the Company had declared four Interim dividends aggregating to 40%, ie
` 4 per Equity Share of face value of ` 10/- each for the financial year 2012-13. It resulted
into cash outflow of ` 132.95 Crores. The Board has not recommended any final dividend
for the financial year 2012-13.
CREDIT RATING
India Ratings and Research Private Limited has assigned / affirmed:
IND A- [IND A Minus] to the Company with a Stable Outlook. IND A- [IND A Minus] /
IND A1 (IND A One] to term loans of ` 1,450.00 Crores; and IND A- [IND A Minus] /
IND A1 (IND A One] to the Companys non-fund based limits aggregating ` 700.00
Crores
IND BBB- [IND BBB minus] to the long-term senior project loans of ` 3,300.00 Crores,
including a USD 100.00 million External Commercial Borrowing of IRB Ahmedabad
Vadodara Super Express Tollway Pvt. Ltd. with Stable Outlook
IND BBB- [IND BBB minus] to the long-term senior project loans of ` 924.00 Crores,
including USD 44.40 million External Commercial Borrowing of IRB Pathankot
Amritsar Toll Road Pvt. Ltd. with Stable Outlook
IND BBB- [IND BBB minus] to long-term senior project loans of ` 900.00 Crores
including USD 44.40 million External Commercial Borrowing of IRB Jaipur Deoli
Tollway Pvt. Ltd. with Stable Outlook.
36
Statutory
Report
Fitch Ratings India Pvt. Ltd. has assigned / affirmed:
Fitch BBB(ind) [BBB Ind] to the Project loans of ` 1,300.00 Crores of IRB Surat Dahisar
Tollway Pvt. Ltd. with negative outlook
Fitch A-(ind)(SO) [A Minus Ind SO] to long-term senior project loans of ` 252.00 Crores
of IRB Kolhapur Integrated Road Development Company Pvt. Ltd. with Stable Outlook.
Fitch BBB-(ind) [BBB minus Ind] to long-term senior project loans of ` 475.00 Crores
of IRB Talegaon Amravati Tollway Pvt. Ltd. with Stable Outlook
Fitch AA-(ind) [AA Minus Ind] to long-term senior project loans of Mhaiskar Infrastructure
Pvt. Ltd. aggregating ` 980.00 Crores with Stable Outlook
Credit Analysis & Research Ltd. has assigned / affirmed:
CARE A- [Single A Minus] to long-term facilities of ` 533.60 Crores of IDAA Infrastructure

Pvt. Ltd.
CARE A [CARE Single A] to long-term facilities of ` 330.45 Crores and CARE A/CARE
A1 [CARE Single A/A One] to long-term/short-term bank facilities of ` 250.00 Crores
of Modern Road Makers Pvt. Ltd.
CARE BBB+ (SO) [CARE Triple B Plus (Structured Obligation)] to long-term bank
facilities of ` 831.00 Crores, including USD 66.70 Million External Commercial
Borrowing of IRB Tumkur Chitradurga Tollway Pvt. Ltd.
CARE A- (SO) [CARE Single A Minus (Structured Obligation)] to long-term bank

facilities of ` 225.99 Crores of M.V.R. Infrastructure And Tollways Pvt. Ltd.
BORROWINGS
As on March 31, 2013, your Companys fund based facilities stood at ` 1,685.25 Crores
and non-fund based credit facilities stood at ` 276.29 Crores.
SUBSIDIARY COMPANIES
During the year under review, the subsidiary companies continued to contribute to your
Companys overall growth. Your Company has incorporated a new Special Purpose
Vehicle (SPV) viz. IRB Westcoast Tollway Pvt. Ltd. to domicile the Goa/Karnataka Border to
Kundapur BOT Project in the state of Karnataka awarded by National Highways Authority
of India during the financial year.
During the year under review, the Company had completed the process of acquisition of
74% holding of M.V.R. Infrastructure And Tollways Pvt. Ltd. (MVR Infra) and thereby, from
October 2012, MVR Infra has become your Companys subsidiary. The remaining 26%
holding of MVR Infra will be completed once NHAI approves transfer of this 26% holding
to the Company.
Following is the list of subsidiary companies:

Direct subsidiaries
1. IRB Surat Dahisar Tollway Pvt. Ltd. (SPV for Surat Dahisar BOT Project)
2. Mhaiskar Infrastructure Pvt. Ltd. (SPV for Mumbai Pune NH4 and Mumbai Pune
Expressway Project)
3. IDAA Infrastructure Pvt. Ltd. (SPV for Bharuch Surat BOT Project)
4. Thane Ghodbunder Toll Road Pvt. Ltd. (SPV for Thane Ghodbunder BOT Project)
5. Modern Road Makers Pvt. Ltd. (EPC Arm)
6. IRB Kolhapur Integrated Road Development Company Pvt. Ltd. (SPV for Integrated
Road Development Project in Kolhapur)
Annual Report
37
2012-13
7.
ATR Infrastructure Pvt. Ltd. (SPV for Pune Nashik BOT Project)
8. Ideal Road Builders Pvt. Ltd. (Thane Bhiwandi Bypass BOT Project)
9. Aryan Toll Road Pvt. Ltd. (SPV for Pune Solapur BOT Project)
10. NKT Road & Toll Pvt. Ltd. (SPV for Ahmednagar Karmala Tembhurni BOT Project)
11. IRB Infrastructure Pvt. Ltd. (SPV for Kharpada Bridge BOT Project)
12. IRB Pathankot Amritsar Toll Road Pvt. Ltd. (SPV for Pathankot Amritsar BOT Project)
13. IRB Talegaon Amravati Tollway Pvt. Ltd. (SPV for Talegaon Amravati BOT Project)
14. IRB Jaipur Deoli Tollway Pvt. Ltd. (SPV for Jaipur Deoli BOT Project)
15. IRB Goa Tollway Pvt. Ltd. (SPV for Panaji Goa BOT Project)
16. IRB Tumkur Chitradurga Tollway Pvt. Ltd. (SPV for Tumkur Chitradurga BOT Project)
17. IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. (SPV for Ahmedabad
Vadodara BOT Project)
18. IRB Westcoast Tollway Pvt. Ltd. (SPV for Goa/Karnataka Border to Kundapur BOT
Project)
19. M.V.R. Infrastructure And Tollways Pvt. Ltd. (SPV for Omallur - Salem - Namakkal BOT
Project)
20. IRB Sindhudurg Airport Pvt. Ltd. (SPV for Greenfield Airport in Sindhudurg)
21. Aryan Infrastructure Investments Pvt. Ltd.
22. Aryan Hospitality Pvt. Ltd.
Indirect Subsidiaries
23. MMK Toll Road Pvt. Ltd. (SPV for Mohol Kurul Mandrup Kamti BOT Project;
Subsidiary of Ideal Road Builders Pvt. Ltd.)
24. MRM Cement Pvt. Ltd. (Subsidiary of Modern Road Makers Pvt. Ltd.)
25. J J Patel Infrastructural and Engineering Pvt. Ltd. (Subsidiary of Modern Road Makers
Pvt. Ltd.)
UNDER-IMPLEMENTATION PROJECTS
IRB Westcoast Tollway Pvt. Ltd.
This SPV was formed to implement Goa/Karnataka Border to Kundapur BOT project,
which involves Four Laning of Goa/Karnataka Border to Kundapur section of NH 17 from
existing 93.70 kms to 283.30 kms in Karnataka, under NHDP Phase IV on Design, Build,
Finance, Operate and Transfer (DBFOT) Toll basis. This SPV executed the Concession
Agreement with NHAI in March, 2013. This SPV has sought a grant of ` 536.22 Crores from
NHAI with concession period of 28 years and estimated cost of the Project is approx.
` 2,600.00 Crores.
IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd.

This SPV has started construction activities on NH8 Section between the AhmedabadVadodara from January 2013. It has also started toll collection on the existing Ahmedabad
Vadodara Expressway, which is part of this Project. The projects construction work is
expected to be completed within scheduled time.
During the year under review, this SPV has availed a loan of ` 385.92 Crores out of the
total project loan.
IRB Tumkur Chitradurga Tollway Pvt. Ltd.

This SPV has completed approximately 75% of the projects construction work and it is
expected to be completed within schedule, ie December, 2013.
38
Statutory
Report
During the year under review, this SPV has availed loan of ` 235.57 Crores out of the total
project loan.
Further, this SPV has increased its authorised share capital to ` 120.00 Crores and paid
up share capital to ` 111.07 Crores.
IRB Pathankot Amritsar Toll Road Pvt. Ltd.

This SPV has completed approximately 85% of construction work and it is expected to
be completed within scheduled time.
project loan.
Further, this SPV has increased its authorised share capital to ` 98.50 Crores and paid
up capital to ` 86.04 Crores.
IRB Talegaon Amravati Tollway Pvt. Ltd.

This SPV has completed approximately 95% of construction work on this project and
received Provisional Certificate from the Competent Authority. This SPV has started partial
toll collection, effective April 26, 2013.
project loan.
Further, this SPV has increased its paid up share capital to ` 49.25 Crores.
IRB Jaipur Deoli Tollway Pvt. Ltd.

This SPV has completed approximately 95% of construction work on this project and applied
for Provisional Certificate. Upon receiving toll notification, this SPV will start toll collection.
project loan.
Further, this SPV has increased its authorised share capital and paid up share capital to
` 131.75 Crores.
IRB Sindhudurg Airport Pvt. Ltd.

This SPV has commenced construction on the Project from February, 2013. It is expected
to be completed within scheduled time.
The Statement pursuant to Section 212 of the Companies Act, 1956, pertaining to holding
in subsidiary companies is attached. The Consolidated Financial Statements of the
Company and its subsidiaries, prepared in accordance with Accounting Standard AS21
form part of the Annual Report. Upon written request from the member, the Company
Secretary will make these documents available. These documents will be available for
inspection at the Companys Registered Office, between 11.00 a.m. to 1.00 p.m. on all
working days, except Saturdays, till the date of the Annual General Meeting.
DIRECTORS
Mr Govind G. Desai and Mr Suresh G. Kelkar, the Companys Directors, are liable to
retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer
themselves for re-appointment. Your Directors recommend their re-appointment.
Mr Sivaramakrishnan S. Iyer has resigned from the Companys Directorship with effect
from February 6, 2013. The Board of Directors wish to place on record their sincere
appreciation for the contributions made by Mr Iyer during his tenure as a Director of the
Company.
Annual Report
39
2012-13
Your Directors appointed Mr Vinod R. Sethi as an Additional Director of the Company

with effect from February 6, 2013. Mr Sethi will hold the office up to the date of the
ensuing Annual General Meeting. Appropriate resolution seeking your approval for the
appointment of Mr Sethi as a Director of the Company liable to retire by rotation has
already been included in the notice of the Annual General Meeting.
CORPORATE GOVERNANCE
As required by the Clause 49 of the Listing Agreement, Reports on the Corporate
Governance and Management Discussion and Analysis form part of the Annual Report.
A Certificate from a Practicing Company Secretary on the compliance with the provisions
of Corporate Governance is annexed to the Corporate Governance Report.
AUDITORS
M/s. S. R. Batliboi & Co. LLP* (Firm Registration No. 301003E), Chartered Accountants,
Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and,
being eligible, have offered themselves for re-appointment. Your Directors recommend
their re-appointment.
As required under the provisions of Section 224(1B) of the Companies Act, 1956, the
Company has received a written certificate from the above Auditors, proposed to be reappointed, to the effect that their re-appointment, if made, would be in conformity with the
limits specified in the said section.
* M/s. S. R. Batliboi & Co. was converted to M/s. S. R. Batliboi & Co. LLP
COMPLIANCE REPORT
Pursuant to Section 209(1)(d), 600(3)(b) of the Companies Act, 1956 and rule 2 and 5
of The Companies (Cost Accounting Records) Rules, 2011, Mr P. D. Phadke, Practicing
Cost Accountant (Membership No.1893) is appointed to issue Compliance Report for the
financial year ended March 31, 2013. The Compliance Report, along with the duly certified
Annexure issued by Cost Accountant, is annexed to this report.
FIXED DEPOSITS
The Company has not accepted or renewed any deposit from public during the year
under review.
DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the
following:
1. In the preparation of the annual accounts, the applicable Accounting Standards have
been followed and there has been no material departure;
2. Your Directors have selected such accounting policies and applied them consistently
and made reasonable and prudent judgements and estimates to give a true and
fair view of the Companys state of affairs at the end of the financial year and of the
Companys Profit for that year;
3. Your Directors have taken proper and sufficient care to maintain adequate accounting
records in accordance with the provisions of the Act to safeguard the Companys
assets and to detect and prevent fraud and other irregularities;
4. Your Directors have prepared the attached Statement of Accounts for the year ended
March 31, 2013, on a going concern basis.
40
Statutory
Report
HUMAN RESOURCE MANAGEMENT
Your Company has a large pool of more than 5,000 experienced and skilled manpower,
which helps your Company to execute high quality projects qualities, which have
become synonymous with IRB.
Your Companys reputation as the one with favourable work environment that respects
individuals and encourages professional growth, innovation and superior performance,
acts as a strong pull to attract new industry talent. Human resources continue to be
one of the core focus areas of the Company. Respect for individual, open work culture,
effective communication, fair and equitable treatment and welfare of employees are
significant employee value propositions, which help your Company to retain a pool of
large number of highly engaged professionals and generate high level of trust amongst
its employees. Your Company remains the employer of choice in the sector with one of
the lowest attrition rates in the infrastructure sector.
To keep abreast with developments in construction technology and modern and
improved construction materials, your Company regularly nominates its senior executives
to attend Seminars and Symposiums conducted by professional bodies of global repute.
Employees are also nominated to attend other professional skill building programmes.
CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to help the underprivileged sections of society and enable
them to live a life of dignity. As a part of this commitment, your Company is contributing
to the Right to Education of each and every Indian. Your Company is successfully running
a model IRB Primary School for the children of the village Maalion Ka Jhopra at Tonk
district in Rajasthan, where 210 children are being provided free education including
uniforms and books. We have also succeeded in encouraging girl children of the area
for education. IRBs school has the distinction of having more girl students than boys
students. We are replicating the same model and starting a school in the Pathankot
district of Punjab, near the Amritsar-Pathankot BOT project. The school is expected to be
completed in 2013-14.
Your Company also financially supports artists and sports persons. Over the last few
years, Your Company have come up with annual calendars, based on the jury selected
paintings of artists from Sir J. J. School of Arts, Mumbai. The original paintings of these
artists are sold at private auctions and the funds generated are used to promote such
talent.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Act, 1956 and rules
made thereunder is provided in Annexure forming part of the Report. In terms of Section
219(1)(b)(iv) of the Companies Act, 1956, the Directors Report and Accounts are being
sent to the members excluding the aforesaid Annexure. Any member interested in
obtaining copy of the Annexure may write to the Company Secretary at the Registered
Office of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo are mentioned in the Forms A, B and C of the report.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the Ministry of Road Transport & Highways,
National Highways Authority of India, Maharashtra State Road Development Corporation
Annual Report
41
2012-13
Ltd., Maharashtra Industrial Development Corporation, various State Governments,

Central Government for their support and guidance. Your Directors also thank Ministry of
Corporate Affairs, BSE Ltd., National Stock Exchange of India Ltd., Financial Institutions
and Banks, Credit Rating Agencies, Stakeholders, Suppliers, Contractors, Vendors and
business associates for their continuous support. The Company also looks forward to
their support in future. Also, your Directors convey their appreciation to the employees
at all levels for their enormous personal efforts as well as collective contribution to the
Companys growth.
For and on behalf of the Board of Directors
Place: Mumbai
Date: May 15, 2013
FORM A
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF

ENERGY
The Company is engaged in infrastructure activities and the same is not covered
under the Schedule.
The Companys efforts are to conserve energy wherever possible by economising
the use of power at various sites.
FORM B
TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT (R&D)

i) Specific Areas, in which R&D has been carried out by the Company
No R&D activities carried out during the financial year 2012-13.
ii) Expenditure on R&D: No Expenditure incurred on R&D

Technology Absorption, Adoption and Innovation, Efforts made, Benefits derived,
Import of Technology: NA
FORM C
FOREIGN EXCHANGE EARNINGS AND OUTGO

a) There are no export-related activities.
b) Details of foreign exchange earnings and outgo during the year are as follows:
(Amount in ` Crore)
For the Year ended March 31
Foreign Exchange earnings
Foreign Exchange outgo
2013
2012
Nil
Nil
51.59
22.32
42
Statutory
Report
Corporate
Governance Report
A. COMPANYS PHILOSOPHY ON CORPORATE GOVERNANCE
Your Companys Corporate Governance system is based on certain key principles,
including fairness and integrity, transparency and disclosure, accountability, equal
treatment to all the stakeholders and social responsibility. Your Company believes
that Corporate Governance extends beyond corporate laws. Its fundamental
objective is not merely to fulfil legal requirements, but also the institution of and
adherence to systems and procedures, ensuring the commitment of the Board of
Directors in managing the Companys affairs in a transparent manner to maximise
the long-term value of the stakeholders at large.
Your Company has adopted an appropriate Corporate Governance framework to
ensure timely and accurate disclosure of all material matters, including financial
position, performance, ownership and governance.
Your Companys policies and practices relating to the Corporate Governance are
discussed in the following sections:
B. BOARD OF DIRECTORS
(i) Board Membership Criteria
The members of the Board of Directors of your Company are expected to
possess the required expertise, skill and experience to effectively manage and
direct your Company to attain its organisational goals. They are expected to be
persons with vision, leadership qualities, proven competence and integrity, and
with a strategic bent of mind.
Each member of the Board of Directors of your Company is expected to ensure
that his/her personal interest does not run in conflict with your Companys
interests. Moreover, each member is expected to use his/her professional
judgement to maintain both the substance and appearance of independence
and objectivity.
(ii) Composition of the Board

The Board of Directors of your Company has an optimum combination of
Executive and Non-executive Directors to have a balanced Board Structure.
The Board has ten Directors, and except the Managing Director and Whole
Time Director, all other eight Directors are Non-executive. Out of the eight Nonexecutive Directors, five are Independent Directors. The Chairman of the Board
of Directors of your Company is a Non-independent Director.
Annual Report
43
2012-13
The composition of the Board of Directors of your Company as on March 31, 2013 is as follows:
Name of Director
Position
Relationship with other

Directors
No. of
Directorships
in other
companies
No. of other
Board
Committee(s)
of which he
/ she is a
Member*
No. of other
Board
Committee(s)
of which he
/ she is a
Chairman*
Mr Virendra D.
Mhaiskar
Chairman & Managing

Director
15
None
None
Mr Mukeshlal
Gupta
Mrs Deepali V.
Mhaiskar
Non-independent and
Executive Director
Non-independent and
Non-executive Director
Son of Mr Dattatraya P.
Mhaiskar & Husband of
Mrs Deepali V. Mhaiskar
None
13
None
None
10
None
None
Mr Dattatraya P.
Mhaiskar
Mr Suresh G. Kelkar
Non-independent and
Non-independent and
Independent
and Non-executive
Director
Independent
and Non-executive
Director
Independent
and Non-executive
Director
Independent
and Non-executive
Director
Independent
and Non-executive
Director
Daughter of
Mr Suresh G. Kelkar
and Wife of
Mr Virendra D. Mhaiskar
Father of
Father of
None
15
None
None
None
None
None
None
None
None
None
None
None
None
None
13
None
Mr Govind G. Desai
Mr Chandrashekhar
S. Kaptan
Mr Bhalchandra K.
Khare
Mr Sunil H. Talati
Mr Vinod R. Sethi
* This includes memberships of Audit Committee and Shareholders/Investors Grievances Committee in other companies
Statutory
Report
44
(iii) Board Meetings / Annual General Meeting

During the year 2012-13, the Board of Directors of your Company met five times on May 9, 2012, July 27, 2012, August 21,
2012, October 30, 2012 and February 6, 2013. A Resolution by circulation was passed on March 15, 2013.
The previous Annual General Meeting was held on August 21, 2012.
Details regarding the attendance of Directors at the Board Meetings and the Annual General Meeting held during 2012-13
are presented in the following table.
Director
No. of Board Meetings

Attended
Whether Last AGM

Attended (Yes/No)
Yes
Mr Mukeshlal Gupta
Yes
Yes
Mr Dattatraya P. Mhaiskar
Yes
Mr Suresh G. Kelkar
No
Mr Govind G. Desai
Yes
Mr Chandrashekhar S. Kaptan
Yes
Mr Bhalchandra K. Khare
Yes
Mr Sivaramakrishnan S. Iyer #
No
Mr Sunil H. Talati
Yes
Mr Vinod R. Sethi *
N. A.
# Mr Sivaramakrishnan S. Iyer resigned as a Director w.e.f. February 6, 2013

* Mr Vinod R. Sethi was appointed as an Additional Director w.e.f. February 6, 2013
(iv) Membership Term
ended March 31, 2013. A declaration to this effect as

signed by the Managing Director is given below:
According to your Companys Articles of Association,

at every Annual General Meeting, one-third of the
Directors for the time being 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.
The Directors to retire by rotation at every Annual
General Meeting shall be those who have been
longest in office since their last appointment.
However, as between persons who became Director
on the same day and those who are to retire shall
(unless they otherwise agree among themselves) be
determined by lot. A retiring Director shall be eligible
for re-appointment.
(v) Code of Conduct

Your Companys Board of Directors has prescribed
a Code of Conduct for all Board Members and
the Companys Senior Management. The Code of
Conduct is available on your Companys website,
www.irb.co.in.
All the Board Members and the Senior Management
personnel of your Company have affirmed their
compliance with the Code of Conduct for the year
This is to certify that, in line with the requirement of

Clause 49 of the Listing Agreement, all the Directors
of the Board and Senior Management Personnel have
solemnly affirmed that to the best of their knowledge
and belief, they have complied with the provisions of
the Code of Conduct during the financial year 2012-13.
Managing Director
C. BOARD COMMITTEES
In compliance with both the mandatory and nonmandatory requirements under Clause 49 of the Listing
Agreement and the applicable laws, your Companys
Board of Directors constituted the following Committees:
(i)
Audit Committee
(ii) Remuneration Committee

(iii) Shareholders/Investors Grievance Committee
(iv) Management Administration & Share Transfer Committee
(v) Offering Committee for QIP
(vi) IPO Committee
Annual Report
45
2012-13
The Chairman of the Board, in consultation with the
Company Secretary and the respective Chairman of
these Committees, determines the frequency of the
meetings of these Committees. The recommendations of
the Committees are submitted to the Board for approval.
(ii) Remuneration Committee

The Remuneration Committee consists of the following
Members:
Mr Govind G. Desai, Chairman
(i) Audit Committee
Mr Sunil H. Talati
The Audit Committee of the Board of Directors of your

Company consists of the following Members:
1.
Mr Bhalchandra K. Khare, Chairman
2.
Mr Govind G. Desai
3.
Mr Sunil H. Talati
4.

The Company Secretary acts as the Secretary of the
Committee.
The Remuneration Committee of the Company met
on July 27, 2012 during 2012-13.
The Company Secretary is the Secretary of the Audit

Committee.
The following table presents the details of attendance

at the Remuneration Committee meeting held during
2012-13
The composition, role, terms of reference as well as

powers of the Audit Committee are in accordance with
the provisions of Clause 49 of the Listing Agreement
and Section 292A of the Companies Act, 1956.
Members
The brief terms of reference of the Audit Committee

inter alia, include overseeing of the Companys
financial reporting process, reviewing the financial
statements with the Management, recommending
appointment / reappointment of auditors, fixing
audit fees, reviewing the adequacy of internal audit
function, holding periodic discussions with auditors
about their scope and adequacy of internal control
systems, discussing on any significant findings made
by Internal Auditors and following it up with action.
The Committee also reviews information prescribed
under Clause 49(ii)(e) of the Listing Agreement.
The detailed terms of reference of Audit Committee are
available on your Companys website, www.irb.co.in.
The Companys Audit Committee met four times
during 2012-13 on May 9, 2012, July 27, 2012, October
30, 2012 and February 6, 2013.
at the Audit Committee meetings held during 2012-13
Members
No. of Meetings
Attended
4
Mr Govind G. Desai
Mr Sunil H. Talati
No. of Meetings
Attended
Mr Govind G. Desai
Mr Sunil H. Talati
The terms of reference

Committee are as follows:
of
the
Remuneration
To determine, with agreed terms of reference, the

Companys policy on specific remuneration packages
for Executive Directors, including pension rights
and any compensation payment, and to function
in accordance with requirements of the Corporate
Governance, as stipulated in Clause 49 of the Listing
Agreement executed with the Stock Exchanges, as
amended from time to time, and shall have all powers
as mentioned in the said Clause.
Remuneration Policy
The remuneration of Executive Director/s is decided
by the Board of Directors or Remuneration Committee
of the Board of Directors as per the Companys
remuneration policy within the overall ceiling
approved by shareholders.
Remuneration paid to Non-executive Directors

The Non-executive Directors of your Company
are paid remuneration by way of sitting fees. Your
Company pays sitting fees of ` 20,000/- per meeting
to the Non-executive Directors for attending the
meetings of the Board and those of the Committees
of the Board.
Statutory
Report
46
Details of Remuneration for the financial year

2012-13
Name of the Non-Executive
Director
Mr Govind G. Desai
Mr Sivaramakrishnan S. Iyer
Mr Dattatraya P. Mhaiskar
Mr Suresh G. Kelkar
Mr Sunil H. Talati
Mr Vinod R. Sethi
(Amounts in `)
Sitting Fee
(Amounts in `)
Mr Mukeshlal Gupta
(appointed w.e.f. 01.02.2012, for
3 years)
The Shareholders / Investors Grievance Committee

consists of the following Members:
Mr Govind G. Desai, Chairman
220,000
440,000
180,000
40,000
120,000
100,000
60,000
200,000
20,000
None of the Companys Non-executive Independent

Directors hold any Equity Shares of the Company.
Name of Executive /
Wholetime Director (Period of
Appointment)
(iii) Shareholders / Investors Grievance

Committee
Remuneration
(including
Commission)
13,962,378
Mr Mehul Patel, the Company Secretary, acts as
the Secretary of the Committee and is also the
Compliance Officer.
The Shareholders/Investors Grievance Committee
met four times during 2012-13 on May 9, 2012; July
27, 2012; October 30, 2012 and February 6, 2013.
at the Shareholders/Investors Grievance Committee
meetings held during 2012-13.
Members
No. of Meetings
Attended
Mr Govind G. Desai
None of the Directors are entitled to any benefit upon

termination of their association with your Company.
Status report on number of shareholder complaints/requests received and replied by the Company during the year ended
March 31, 2013 is as under:
Particulars
Received
Resolved
Pending
6
198
17
221
6
198
17
221
COMPLAINTS
Non-receipt of refund order
Non-receipt of dividend warrants
Non-receipt of Annual Report
TOTAL
The terms of reference of the Shareholders/Investors Grievance
Committee are as follows:
To look into and redress shareholders/investors grievances
relating to transfer of shares, non-receipt of declared dividends,
non-receipt of Annual Reports, all such complaints directly
concerning the shareholders/investors as stakeholders of
the Company, any such matters that may be considered
necessary in relation to shareholders and investors of the
Company and to appoint compliance officer for redressal of
investor grievances and fix his responsibilities.
SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralised web
based complaints redress system. The salient features of this
system are Centralised database of all complaints, online
upload of Action Taken Reports (ATRs) by the concerned
companies and online viewing by investors of actions taken
on the complaint and its current status.
Your Company has been registered on SCORES and makes
every effort to resolve all investor complaints received through
SCORES or otherwise within the statutory time limit from the
receipt of the complaint.
Annual Report
47
2012-13
As per Clause 5A (I) of the Listing Agreement, the Company reports the following details in respect of equity shares lying in the
Unclaimed Shares Demat Suspense Account, which were issued pursuant to the Companys public issue:
Particulars
Number of
Shareholders
Number of Equity
Shares
Aggregate number of shareholders and the outstanding shares lying in the

Unclaimed Shares Demat Suspense Account, as on 01/04/2012
69
7,740
Number of shareholders who approached the issuer for transfer of shares

from the Unclaimed Shares Demat Suspense Account during the year
Nil
Nil
Number of shareholders to whom shares were transferred

Unclaimed Shares Demat Suspense Account during the year
from the
Nil
Nil
Aggregate number of shareholders and the outstanding shares lying in the

Unclaimed Shares Demat Suspense Account, as on 31/03/2013
69
7,740
The MAS Committee met 26 times on April 9, 2012;

May 5, 2012; May 14, 2012; May 23, 2012; June 27,
2012; July 2, 2012; July 11, 2012; July 24, 2012; August
1, 2012; August 6, 2012; August 13, 2012; August
31, 2012; September 3, 2012; September 11, 2012;
September 20, 2012; October 18, 2012; November
5, 2012; November 28, 2012; December 3, 2012;
December 21, 2012; December 24, 2012; January 15,
2013, January 31, 2013, February 22, 2013, March 8,
2013 and March 26, 2013.
The voting rights on the shares outstanding in the suspense

account, as on March 31, 2013, shall remain frozen till the
rightful owner claims the shares.
(iv) Management Administration and Share

Transfer Committee (MAS Committee)
The Companys Board of Directors formed a
Management Administration and Share Transfer
Committee to approve the routine management and
operational transactions, including such transactions
/ activities peculiar for conducting the business of an
Infrastructure Company.
The terms of reference of MAS Committee are

available on your Companys website, www.irb.co.in.
The MAS Committee consists of the following

Members:
(v) Offering Committee for QIP

No meeting of the Offering Committee was held
during 2012-13.
Mr Virendra D. Mhaiskar, Chairman

(vi) IPO Committee
No meeting of the IPO Committee was held during

2012-13.
D. GENERAL BODY MEETING

Details of your Companys last three Annual General Meetings are presented in the following table.
Nature of Meeting
Date and Time
Venue
Details of Special Resolution

Passed
Twelfth Annual General

Meeting
September 27, 2010

3.00 p.m.
Birla Matushri Sabhagar,

19, Marine Lines,
Mumbai - 400 020.
Fund raising through further issue

of Securities of the Company,
under Section 81(1A) of the
Companies Act, 1956
Thirteenth Annual General

Meeting
August 25, 2011

3.00 p.m.

19, Marine Lines,
Mumbai - 400 020.
Fund raising through further issue

of Securities of the Company,
under Section 81(1A) of the
Companies Act, 1956
Fourteenth Annual General

Meeting
August 21, 2012

3.00 p.m.

19, Marine Lines,
Mumbai - 400 020.
None
Statutory
Report
48
Postal Ballot
Pursuant to Section 192A of the Companies Act, 1956, read with
the Companies (Passing of Resolution by Postal Ballot) Rules,
2011, the Board of Directors of the Company had accorded
its approval to conduct a Postal Ballot to seek the consent of
the Companys members vide an Ordinary Resolution under
Section 293(1)(a) of the Companies Act, 1956 to create further
mortgage and/or charge over all or any part of the movable
and/or immovable properties of the Company and/or by
pledging of the shares held by the Company in such SPVs/
joint ventures/Subsidiaries for securing any loan(s) obtained/
to be obtained by the Company or its subsidiaries/joint
venture/Special Purpose Vehicles (SPVs) for an amount not
exceeding ` 15,000 Crores, as specified in the Notice dated
August 21, 2012 read with the Explanatory Statement attached

thereto. The members of the Company were given the option
of voting either through Postal Ballot Forms or participating
through e-voting.
Mr S. Anantha Rama Subramanian, Practising Company
Secretary (CP : 1925) was appointed as the Scrutiniser for
conducting the Postal Ballot process in a fair and transparent
manner. His duty also included receiving and scrutinising
the completed Postal Ballot Forms from the members. On
submission of the report on the voting through postal ballot
by scrutiniser, the above resolution was declared by the
Chairman of the Board on October 31, 2012, as duly passed
by the requisite majority of the members of the Company
voting by Postal Ballot.
The details of the voting pattern are as under:

Sr. No. Particulars
No. of Postal Ballot

Forms / E-votes
No. of Equity Shares
% to Total Votes
* 471
21,90,19,924
97.28
75
57,68,730
2.56
Votes in favour of the Resolution
Votes against the Resolution
TOTAL valid votes (A+B)
546
22,47,88,654
99.84
Invalid Votes
47
3,59,384
0.16
TOTAL (C+D)
593
22,51,48,038
100.00
* Includes 5 Postal Ballot forms in which votes polled partially have been considered and not considered to the extent of 37,37,498 Equity Shares.
E. DISCLOSURES
(i) Related Party Transactions
There have been no materially significant related party
transactions, pecuniary transactions or relationships
between your Company and the Directors,
management, subsidiary or relatives, except for those
disclosed in the financial statements for the year
ended March 31, 2013.
(ii) Details of Non-Compliance

There has been no non-compliance of any legal
requirements nor have there been any strictures
imposed by any Stock Exchange or SEBI or any
statutory authority on any matter related to Capital
Markets during the last three years.
(iii) Corporate Governance Report

Your Company has complied with all the mandatory
requirements of Clause 49 of the Listing Agreement
and has also complied with the non-mandatory
requirements relating to having unqualified Financial
Statements.
(iv) Whistle Blower Policy

This is a non-mandatory requirement under the code
of the Corporate Governance. Your Company is in
process of forming Whistle Blower Policy.
(v) Management Discussion and Analysis Report

The Management Discussion and Analysis Report
forms a part of the Annual Report and includes
various matters specified under Clause 49 of the
Listing Agreement.
(vi) Certificate on Corporate Governance

The Practicing Company Secretarys certificate, with
respect to compliance with Clause 49 of the Listing
Agreement relating to Corporate Governance, has
been annexed to the Directors Report and will be
sent to the Stock Exchanges at the time of filing the
Companys Annual Report.
(vii) CEO / CFO Certification

A certificate from the Managing Director and the
Chief Financial Officer, on the Financial Statements
and other matters of the Company for the Financial
Annual Report
49
2012-13
2.
Quarterly and Annual Financial results are

published in leading English and Marathi
daily newspapers, viz. The Times of India,
Economic
Times,
Business
Standard,
Maharashtra Times and Sakal etc. The
said results are also made available on the
Companys website, www.irb.co.in.
3.
As stipulated by SEBI, a Reconciliation of Share

Capital Audit is carried out by an independent
Practicing Company Secretary on quarterly basis to
confirm reconciliation of the issued and listed capital,
shares held in dematerialised and physical mode
and the status of the register of members.
The Companys Annual Report is e-mailed/

dispatched to all the Shareholders of the
Company and also made available on the
Companys website, www.irb.co.in.
4.
The Companys Shareholding Pattern is filed

on a quarterly basis with the Stock Exchanges
and also displayed on the Companys website,
www.irb.co.in.
Means of Communication
5.
Press Releases and Corporate Presentations

are also displayed on the Companys website,
www.irb.co.in.
Year ended March 31, 2013, was placed before the

Board.
(viii)Risk Management
The Company has laid down procedures to inform
Board Members about the Risk Assessment and
minimisation procedure, which are periodically
reviewed by the Board.
(ix) Reconciliation of Share Capital Audit
F.
1.
The
Companys
corporate
website,
www.irb.co.in, consists of Investor Relations
section,
which
provides comprehensive
information to the Shareholders.
G. General Shareholders Information

1.
2.
Annual General Meeting

Date, Time and Venue
July 31, 2013, 3.00 p.m. at Birla Matushri Sabhagar,

19, Marine Lines, Mumbai - 400 020
Financial Year
Financial Year is April 1 to March 31 of the following

year
Quarterly results will be declared as per the

following tentative schedule:
Financial reporting for the quarter ending

June 30, 2013
First fortnight of August, 2013
Financial reporting for the half year ending

September 30, 2013
First fortnight of November, 2013
Financial reporting for the quarter ending

December 31, 2013
First fortnight of February, 2014
Financial reporting for the year ending

March 31, 2014
First fortnight of May, 2014
3.
Dates of Book Closure
Monday, July 8, 2013 to Wednesday, July 10, 2013

(both days inclusive).
Book Closure / Record date for Interim

Dividends declared
August 3, 2012 to August 9, 2012 (both days inclusive)

(First Interim Dividend)
November 5, 2012 (Second Interim Dividend)
February 12, 2013 (Third Interim Dividend)
May 21, 2013 (Fourth Interim Dividend)
Statutory
Report
50
5.
Interim Dividend
6.
Interim Dividend Payment Date
7.
Listing on Stock Exchanges & Payment

of Listing Fees
8.
Stock Code
9.
Registrars and Transfer Agents
10. Share Transfer System

11. Address for Correspondence
12. Dematerialisation of Shares and Liquidity

13. Electronic Clearing Service (ECS)
14. Investor Complaints to be addressed to

15. Outstanding GDRs/ ADRs/ Warrants or any
Convertible Instruments, Conversion Date and
likely impact on equity
16. Plant Locations
First Interim Dividend : Re.1/- per equity share

Second Interim Dividend : Re.1/- per equity share
Third Interim Dividend : Re.1/- per equity share
Fourth Interim Dividend : Re.1/- per equity share
Total Dividend ` 4/- per equity share for the financial
year 2012-13
First Interim Dividend : August 9, 2012
Second Interim Dividend : November 10, 2012
Third Interim Dividend : February 22, 2013
Forth Interim Dividend : June 4, 2013
Your Companys shares are listed on:
BSE Ltd. (BSE)
Floor 27, P. J. Towers, Dalal Street, Mumbai 400 001
National Stock Exchange of India Ltd. (NSE),
Exchange Plaza, Bandra-Kurla Complex, Bandra (E),
Mumbai 400 051
Your Company has paid the annual listing fee for the
financial year 2012-13 to both the Exchanges.
BSE Ltd.: 532947; National Stock Exchange of India
Ltd.: IRB; ISIN: INE821I01014
Karvy Computershare Pvt. Ltd.
(Unit: IRB Infrastructure Developers Ltd.)
Plot No. 17 to 24, Vittalrao Nagar, Madhapur,
Hyderabad - 500 081, India.
Tel. : 91 40 2342 0818 Fax: 91 40 2342 0814
E-mail: [email protected]
The Board has delegated the power of Share Transfer
to the MAS Committee of the Board of Directors.
Mr Mehul Patel
Company Secretary
IRB Infrastructure Developers Limited
3rd Floor, IRB Complex, Chandivli Farm,
Chandivli Village, Andheri (East), Mumbai 400 072
Tel.: + 91 22 6640 4220; Fax: + 91 22 6675 1024
E-mail: [email protected]
99.99% shares of your Company are held in the
electronic mode as on March 31, 2013
Members are requested to update their bank account
details with their respective depository participants
(for shares held in the electronic form) or write to
the Companys Registrars and Transfer Agents, M/s.
Karvy Computershare Pvt. Ltd. (for shares held in the
physical form).
Registrars and Transfer Agents or Mr Mehul Patel,
Company Secretary, at the addresses mentioned earlier.
The Company has not issued any GDRs/ADRs/
Warrants or any Convertible Instruments.
The Company does not have any manufacturing plant.
Annual Report
51
2012-13
H. Usage of electronic payment modes for making cash payments to the investors
I.
Green Initiative
Your Company is concerned about the environment
and utilises natural resources in a sustainable way.
The Ministry of Corporate Affairs (MCA), Government
of India, through its Circular Nos. 17/2011 and 18/2011,
dated April 21, 2011 and April 29, 2011, respectively,
has allowed companies to send official documents
to their shareholders electronically as a part of its
green initiatives in corporate governance.
SEBI, through its Circular No. CIR/MRD/DP/10/2013,

dated March 21, 2013, has mandated the companies
to use Reserve Bank of India (RBI) approved electronic
payment modes, such as ECS [LECS (Local ECS) /
RECS (Regional ECS) / NECS (National ECS)], NEFT
and others to pay members in cash.
Recognising the spirit of the circular issued by
the SEBI, Members whose shareholding is in the
electronic mode are requested to promptly update
change in bank details with the Depository through
your Depository Participant for receiving dividends
through electronic payment modes.
Recognising the spirit of the circular issued by the

MCA, we henceforth propose to send documents like
the Notice convening the general meetings, Financial
Statements, Directors Report, Auditors Report and
others to the email address provided by you with the
relevant depositories.
Members who hold shares in physical form are

requested to promptly update change in bank
details with the Company/ Registrar and Transfer
Agents, M/s. Karvy Computershare Pvt. Ltd. (Unit: IRB
Infrastructure Developers Ltd) for receiving dividends
through electronic payment modes.
We request you to update your email address with

your depository participant to ensure that the Annual
Report and other documents reach you on your
preferred email.
The Company has also sent reminders to encash

unpaid/unclaimed dividend and IPO refund amount
as per records every year.
J.
Market Price Data for 2012-13

The market price data, ie monthly high and low prices of the Companys shares on BSE & NSE are given below:
Month
BSE
High Price (`)
NSE
Low Price (`)
High Price (`)
Low Price (`)
April, 2012
204.70
165.00
204.80
164.40
May, 2012
173.70
100.25
173.75
100.10
June, 2012
131.15
108.50
131.20
108.40
July, 2012
137.75
112.35
138.00
112.30
August, 2012
129.90
111.90
129.75
111.85
September, 2012
160.40
121.00
160.50
120.10
October, 2012
161.40
113.50
161.35
113.30
November, 2012
138.40
116.70
138.55
116.65
December, 2012
146.95
123.55
146.95
123.30
January, 2013
137.15
111.10
137.00
111.50
February, 2013
126.80
104.20
126.80
104.25
March, 2013
125.80
106.10
125.70
106.00
Statutory
Report
52
K. Shareholding pattern as on March 31, 2013

Sr.
No.
1
2
3
4
5
6
7
8
9
10
L.
Description
No. of
Shareholders
10
84
92,985
1,353
20
6
205
1,238
4
4
95,909
Promoter and Promoter Group

Foreign Institutional Investors
Individuals
Bodies Corporate
Mutual Funds/UTI
Financial Institutions/Banks
Clearing Members
Non-resident Indians
Other Directors relatives
Trust
TOTAL
No. of Shares
209,005,537
74,085,887
20,691,596
13,090,130
8,776,140
4,589,662
1,187,792
901,471
32,123
3,772
332,364,110
62.88
22.29
6.23
3.94
2.64
1.38
0.36
0.27
0.01
0.00
100.00
Distribution of Shareholding as on March 31, 2013

Sr.
No.
1
2
3
4
5
6
7
8
Category
No. of
Shareholders
Total
Shareholders (%)
Amount
Total
Amount (%)
89,204
3,800
1,527
403
254
179
227
315
95,909
93.01
3.96
1.59
0.42
0.26
0.19
0.24
0.33
100.00
103,324,320
30,766,000
23,224,800
10,383,810
9,291,490
8,456,350
16,905,250
3,121,289,080
3,323,641,100
3.11
0.93
0.70
0.31
0.28
0.25
0.51
93.91
100.00
1 - 5,000
5,001 - 10,000
10,001 - 20,000
20,001 - 30,000
30,001 - 40,000
40,001 - 50,000
50,001 - 100,000
100,001 & Above
TOTAL
50
10000
8000
IRB High
IRB Low
Sensex High
Sensex Low
SENSEX
12000
Mar-13
100
Feb-13
14000
Jan-13
150
Dec-12
16000
Nov-12
200
Oct-12
18000
Sep-12
250
Aug-12
20000
Jul-12
300
Jun-12
22000
May-12
350
Apr-12
IRB Price
M. Share price movement of the shares on BSE Ltd. during FY 2012-13
Annual Report
53
2012-13
Corporate
Governance Certificate
To
The Members of
IRB INFRASTRUCTURE DEVELOPERS LIMITED
We have examined the compliance of conditions of Corporate Governance by IRB INFRASTRUCTURE DEVELOPERS LIMITED
(Company) for the year ended March 31, 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with
the Stock Exchanges in India.
We have conducted our examination on the basis of the relevant records and documents maintained by the Company and
furnished to us for the purpose of the review and the information and explanations given to us by the Company during the
course of such review.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has in all material respect complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing
Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For S. Anantha & Co.,

Company Secretaries
S. Anantha Rama Subramanian

Date: May 15, 2013
Place: Mumbai
Proprietor
C.P. No. 1925
54
Statutory
Report
FORM - B
FORM OF COMPLIANCE REPORT
[See rule 2, and rule 5]
I, Shri P. D. Phadke, having address at C/304, Kalpita Enclave, Koldongri, Sahar Road, Andheri (East), Mumbai 400 069 being
in practice, and have been appointed as cost accountant under Rule 5 of the Companies (Cost Accounting Records) Rules,
2011 of IRB Infrastructure Developers Limited having its registered office at 3rd Floor, IRB Complex, Chandivali Farm, Chandivali,
Andheri (East), Mumbai 400 072, have examined the books of account prescribed under clause (d) of sub-section (1) of section
209 of the said Act, and other relevant records for the Financial Year 2012-2013 and certify as under:
1. I have obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the
purpose of this compliance report.
2. In my opinion, proper cost records, as per Companies (Cost Accounting Records) Rules, 2011 prescribed under clause (d) of
sub-section (1) of section 209 of the Companies Act, 1956, have been maintained by the Company so as to give a true and
fair view of the cost of production/operation, cost of sales and margin of all the products/activities of the Company.
3. Detailed unit-wise and product/activity-wise cost statements and schedules thereto in respect of the product groups/activities
are kept in the Company.
4. In my opinion, the said books and records give the information required by the Companies Act, 1956 in the manner so
required.
5. In my opinion, the said books and records are in conformity with the generally accepted cost accounting principles and cost
accounting standards issued by The Institute of Cost and Works Accountants of India, to the extent these are found to be
relevant and applicable.
Dated: This 15th day of May 2013 at Mumbai
Sd/P. D. Phadke
Cost Accountant
Membership No. 1893
Firm Registration No. 102030
Annual Report
55
2012-13
ANNEXURE TO THE
COMPLIANCE REPORT
[See rule 2 and rule 5]
1. GENERAL :
a) Name of the Company : IRB Infrastructure Developers Limited
b) Registered office address : 3rd Floor, IRB Complex, Chandivali Farm, Chandivali, Andheri (E), Mumbai - 400 072
c) Financial year to which the Compliance Report relates: 2012-13
Sr
no.
A
D
Total
Name of the Product / Service Group

Produced / Manufactured Product Group
1.
2.
3. etc.
Service Groups
1. Contract Revenue (Road Construction)
2.
3. etc.
Trading Activities (Product Group-wise)
1.
2.
3. etc.
Other Income
Income as per Financial Accounts
Unit
Annual Production
(Qty.)
(Qty.)
Net Sales
(Amount in `)
20,324,110,654
-
1,859,451,486
22,183,562,140
2. RECONCILIATION STATEMENT :
Net Margin (Profit/Loss) as per Cost Accounts
A. From Produced / Manufactured Product Groups
B. From Service Groups
C. From Trading Activities
Total as per Cost Accounts
Add: Income not considered in Cost Accounts
Less: Expenses not considered in Cost Accounts
Add/Less: Difference in Stock Valuation
Profit/(Loss) as per Financial Accounts
(Amount in `)
457,768,160
457,768,160
1,859,451,486
12,438,000
2,304,781,646
Notes:
(i) For produced/manufactured product groups, use the nomenclature as used in the Central Excise Act/Rules, as applicable
(ii) For service group, use the nomenclature as used in the Finance Act/Central Service Tax Rules, as applicable
Signature:
Name of the Cost Accountant: P. D. Phadke
Membership Number: 1893
Firm Registration No: 102030
Date: May 15, 2013
56
Financial
Statements
financial statements
CONSOLIDATED FINANCIAL ACCOUNTS
57
Independent Auditors Report
58
Consolidated Balance Sheet
59
Consolidated Statement of Profit and Loss
60
Consolidated Cash Flow Statement
62
Notes
STANDALONE FINANCIAL ACCOUNTS

93
Independent Auditors Report
96
Balance Sheet
97
Statement of Profit and Loss
98
Cash Flow Statement
100 |
Notes
134 |
Statement pursuant to Section 212
Annual Report
57
2012-13
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of IRB Infrastructure Developers Limited
We have audited the accompanying consolidated financial

statements of IRB Infrastructure Developers Limited (the
Company) and its subsidiaries, which comprise the
consolidated Balance Sheet as at March 31, 2013, and the
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.
Managements 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 auditors judgement, 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 Companys preparation and presentation
of the consolidated financial statements that give a true
and fair view 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.
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.
Other Matter
We did not audit total assets of ` 62,515,490,215/- as at
March 31, 2013, total revenues of ` 7,543,098,566/- and net
cash inflows amounting to ` 1,584,343,710/- for the year then
ended, included in the accompanying consolidated financial
statements in respect of twenty subsidiaries, whose financial
statements and other financial information have been audited
by other auditors and whose reports have been furnished to
us. Our opinion, in so far as it relates to the affairs of such
subsidiaries is based solely on the report of other auditors. Our
opinion is not qualified in respect of this matter.
For S. R. Batliboi & Co. LLP
ICAI Firm Registration Number: 301003E
Chartered Accountants
Place: Mumbai
Date: May 15, 2013
per Hemal Shah

Partner
58
Financial
Statements
Consolidated balance sheet

as at March 31, 2013
(Amount in `)
Particulars
Notes
March 31, 2013
March 31, 2012
3
4
3,323,641,100
29,232,496,534
32,556,137,634
1,091,876,469
3,323,641,100
25,242,671,721
28,566,312,821
1,122,708,470
5
6
7
8
66,348,606,438
328,296,354
2,010,318,945
2,510,703,600
71,197,925,337
50,454,695,921
322,024,675
1,693,839,745
2,500,165,697
54,970,726,038
9
10
11
12
12,711,558,635
3,411,753,942
10,574,319,353
599,412,452
27,297,044,382
132,142,983,822
17,912,501,100
1,933,286,720
3,956,696,475
181,013,956
23,983,498,251
108,643,245,580
3,257,075,300
51,831,169,978
346,363,663
48,813,207,929
69,722,044
13,559,835
4,444,609,183
8,962,384
108,784,670,316
3,344,337,060
52,198,136,145
342,355,315
24,109,715,757
63,077,473
13,469,835
3,558,880,138
40,130,803
83,670,102,526
606,711,315
2,488,458,506
80,044,027
14,710,002,015
5,251,593,761
221,503,882
23,358,313,506
132,142,983,822
126,028,084
1,624,168,188
140,671,238
18,207,577,118
4,588,557,594
286,140,832
24,973,143,054
108,643,245,580
EQUITY AND LIABILITIES

Shareholders funds
Share capital
Reserves and surplus
Minority Interest
Non-current liabilities
Long-term borrowings
Deferred tax liabilities (net)
Other long-term liabilities
Long-term provisions
Current liabilities
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions
TOTAL
ASSETS
Non-current assets
Fixed assets
Tangible assets
Intangible assets
Capital work-in-progress
Intangible assets under development - Toll collection rights
Deferred tax Assets (net)
Non-current investments
Long-term loans and advances
Other non-current assets
13
6
14
15
16
Current assets
Current investments
Inventories
Trade receivable
Cash and bank balances
Short-term loans and advances
Other current assets
17
18
19
20
21
22
TOTAL
Summary of Significant accounting policies
The accompanying Summary of significant accounting policies and other explanatory information are an integral part of the
As per our report of even date
ICAI Firm Registration Number : 301003E
For and on behalf of the Board of Directors of

per Hemal Shah

Partner
Membership No.: 42650
Deepali V. Mhaiskar
Director
Place: Mumbai
Date: May 15, 2013
Anil D. Yadav
Chief Financial Officer
Mehul Patel
Company Secretary
Annual Report
59
2012-13
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
for the year ended March 31, 2013
(Amount in `)
Particulars
Notes
March 31, 2013
March 31, 2012
INCOME
Revenue from operations
23
36,872,447,280
31,330,185,211
Other income
24
1,301,227,497
1,252,219,265
38,173,674,777
32,582,404,476
4,697,186,859
6,391,396,406
25
13,062,883,166
8,858,217,618
Employee benefits expense
26
1,556,878,529
1,375,889,031
Other expenses
27
1,222,702,124
1,011,135,235
20,539,650,678
17,636,638,290
17,634,024,099
14,945,766,186
TOTAL REVENUE (I)
EXPENSES
Cost of materials consumed
Contract and site expenses
TOTAL EXPENSES (II)
Earning before interest, tax, depreciation and

amortisation (EBITDA) (I)-(II)
Depreciation and amortisation
13
4,415,166,369
2,970,095,182
Finance costs
28
6,152,961,932
5,463,718,425
7,065,895,798
6,511,952,579
Profit before tax

Tax expenses:
Current tax
MAT credit entitlement
Deferred tax
2,263,505,667
1,647,848,193
(395,914,145)
(121,426,362)
(337,524,031)
25,475,723
1,530,067,491
1,551,897,554
5,535,828,307
4,960,055,025
(30,832,001)
92,790
5,566,660,308
4,959,962,235
Basic
16.75
14.92
Diluted
16.75
14.92
Total tax expenses

Profit after tax
Less : Share of minority interest
Profit after minority interest

Earnings per equity share:
[nominal value of share ` 10/- (Previous year : `10/-)]
37
The accompanying Summary of significant accounting policies and other explanatory information are an integral part of the
per Hemal Shah
Partner
Deepali V. Mhaiskar
Director
Place: Mumbai
Date: May 15, 2013
Anil D. Yadav
Mehul Patel
Company Secretary
60
Financial
Statements
Consolidated Cash flow statement

(Amount in `)
Particulars
CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax
Adjustments to reconcile profit before tax to net cash flows
Depreciation and amortisation
Preliminary expenses written off
Net loss on sale of fixed assets
Loss on sale of investments (short term)
Diminution in value of investments
Interest expense
Interest income on fixed deposits
Interest income on loans given
Dividend income on other investments
Operating profit/(loss) before working capital changes

Movement in working capital:
Increase/(decrease) in trade payables
Increase/(decrease) in long-term provisions
Increase/(decrease) in other long-term liabilities
Increase/(decrease) in other current liabilities
Increase/(decrease) in short-term provisions
Decrease/(increase) in trade receivables
Decrease/(increase) in inventories
Decrease/(increase) in long-term loans and advances
Decrease/(increase) in short-term loans and advances
Decrease/(increase) in other non-current assets
Decrease/(increase) in other current assets
Cash generated from/(used in) operations

Direct taxes paid (net of refunds)
Net cash flow from/(used in) operating activities
(A)
March 31, 2013
March 31, 2012
7,065,895,798
6,511,952,579
4,415,166,369
1,057,290
21,488,002
222,659
1,434,133
6,109,317,365
(1,226,976,053)
(8,173,488)
(21,974,257)
16,357,457,818
2,970,095,182
7,064,973
27,893,847
1,374,684
811,990
5,144,290,905
(1,142,602,926)
(20,331,507)
(31,439,766)
13,469,109,961
1,464,758,893
10,537,903
192,947,506
220,677,023
19,200,864
60,627,211
(864,290,318)
(199,517,173)
(483,151,686)
31,168,419
23,443,358
16,833,859,818
(2,422,268,664)
14,411,591,154
538,895,711
16,316,491
1,478,277,953
(1,235,931,877)
6,983,161
255,877,534
14,233,837
(1,270,085,355)
(802,324,547)
(6,196,474)
224,864,763
12,690,021,158
(1,587,119,430)
11,102,901,728
(25,175,270,290)
8,322,493
(90,000)
(288,600,000)
(24,200,629,321)
14,147,287
-
(508,813,213)
26,473,190
-
(44,234,954)
453,090,242
(4,255,204,502)
2,963,092,212
1,277,607,201
8,173,488
21,974,257
(801,600,000)
(22,468,730,662)
1,115,274,100
20,331,507
31,439,766
(90,000,000)
226,842,000
(26,728,943,875)
CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets
Proceeds from sale of fixed assets
Purchase of non-current investments
Advance consideration for acquisition of shares in a subsidiary
company
Purchase of current investments
Proceeds from sale/maturity of current investments
Investment in fixed deposits (having original maturity of more than
three months)
Redemption/maturity of fixed deposits (having original maturity of
more than three months)
Interest received on fixed deposit
Interest received on loans given
Dividend received on current investment
Purchase consideration paid on acquisition of subsidiary
Proceeds from minority shareholders
Net cash form/(used) in investing activities
(B)
Annual Report
61
2012-13
Consolidated Cash flow statement
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
23,638,170,251
(3,628,536,176)
5,973,916,569
(11,174,859,034)
(1,057,290)
(6,133,790,069)
(997,099,875)
(193,442,055)
7,483,302,321
28,748,470,674
(8,503,783,423)
13,862,711,908
(9,650,000,000)
(6,900,426)
(5,552,821,697)
(1,096,828,881)
(222,069,794)
17,578,778,361
(573,837,187)
3,553,238,916
39,354,296
1,952,736,214
1,600,502,702
-
3,018,756,025
3,553,238,916
139,764,501
88,622,260
1,497,756,526
1,276,287,390
101,953,286
2,994,322
3,018,756,025
1,854,454,073
1,132,608,807
475,727,857
1,825,919
3,553,238,916
CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from long-term borrowings
Repayment of long-term borrowings
Proceeds from short-term borrowings
Repayment of short-term borrowings
Share issue expenses
Interest paid
Dividend paid on equity shares
Tax on equity dividend paid
Net cash from/(used in) financing activities
(C)
Net increase/(decrease) in cash and cash equivalents (A+B+C)

Cash and cash equivalents at the beginning of the year
Add: Cash and cash equivalents taken over on acquisition of
subsidiary
Cash and cash equivalents at the end of the year

Components of cash and cash equivalents
Cash on hand
Balances with scheduled banks:
- In current accounts
- In deposit accounts with original maturity less than 3 months
- Trust retention and other escrow accounts
- In unpaid dividend accounts (Refer note 4 below)
Total Cash and Cash Equivalents (note 20)

The accompanying summary of significant accounting policies and other explanatory information are an integral part of the
financial statements.
Notes :
1. All figures in bracket are outflow.
2. Direct taxes paid are treated as arising from operating activities and are not bifurcated between investing and financing activities.
3. The cash flow statement has been prepared under Indirect Method as per the Accounting Standard 3 Cash Flow Statement
as notified under the Companies (Accounting Standards) Rules, 2006 (as amended).
4. The Company can utilise the balances only towards settlement of the respective unpaid dividend.

per Hemal Shah

Partner
Deepali V. Mhaiskar
Director
Place: Mumbai
Date: May 15, 2013
Anil D. Yadav
Mehul Patel
Company Secretary
62
Financial
Statements
notes
Summary of significant accounting policies and other explanatory information to the
consolidated financial statements for the year ended March 31, 2013
considered as exchanged with the grantor against
toll collection rights, profit from such contracts is
considered as realised.
NOTE 1 : BASIS OF PREPARATION

The consolidated financial statements of IRB Infrastructure
Developers Limited (IRB or the Company) and its
subsidiary companies (collectively known as The Group)
have been prepared in accordance with generally accepted
accounting principles in India (Indian GAAP). The financial
statements have been prepared to comply in all material
respects with the notified Accounting Standards issued by
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 on an accrual basis.
The accounting policies have been consistently applied
by the Company and are consistent with those used in the
previous year.
Accordingly, BOT / DBFOT contracts awarded

to group companies (operator), where work is
subcontracted to fellow subsidiaries, the intra group
transactions on BOT / DBFOT contracts and the
profits arising thereon are taken as realised and not
eliminated.
v.
The excess of cost to the Company of its

investments in subsidiary companies over its share
of the equity of the subsidiary companies at the
dates on which the investments in the subsidiary
companies are made, is recognised as Goodwill
being an asset in the consolidated financial
statements. Alternatively, where the share of equity
in the subsidiary companies as on the date of
investment is in excess of cost of investment of the
Company, it is recognised as Capital Reserve and
shown under the head Reserves and Surplus, in
the consolidated financial statements.
vi.
Goodwill arising out of acquisition of subsidiary

companies is amortised over a period of ten years
from the date of acquisition/investment.
vii.
Minority interest in the net assets of consolidated

subsidiaries is identified and presented in the
consolidated balance sheet separately from
liabilities and equity of the companys shareholders.
Minority interest in the net assets of consolidated
subsidiaries consists of :
NOTE 2 : SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES
2.01 Principles of consolidation
i.
The consolidated financial statements of the Group

have been prepared in accordance with the
Accounting Standard 21 Consolidated Financial
Statements notified by the Companies (Accounting
Standards) Rules, 2006 (as amended).
ii.
The consolidated financial statements have been

prepared using uniform accounting policies
for like transactions and other events in similar
circumstances and are presented, to the extent
possible, in the same manner as the Companys
separate financial statements.
iii.
The financial statements of the Company and its

subsidiaries have been combined on a line-by-line
basis by adding together the book values of like
items of assets, liabilities, income and expenses
after eliminating all intra group transactions,
balances and unrealised surpluses and deficits on
transactions except as stated in point no. iv.
iv.
The Build, Operate and Transfer (BOT) / Design,

Build, Finance, Operate and Transfer (DBFOT)
contracts are governed by Service concession
agreements with government authorities (grantor).
Under these agreements, the operator does
not own the road, but gets toll collection rights
against the construction services rendered. Since
the construction revenue earned by the operator is
a)
The amount of equity attributed to minority at

the date on which investment in a subsidiary
relationship came into existence;
b)
The minority share of movement in equity

since the date parent subsidiary relationship
came into existence;
c)
Minority interest share of net profit/(loss)

of consolidated subsidiaries for the year is
identified and adjusted against the profit after
tax of the group.
Annual Report
63
2012-13
notes
viii.
The companies considered in the consolidated financial statements are listed below:
Sr.
No.
Name of Company
Proportion of ownership interest either

directly or indirectly
March 31, 2013
March 31, 2012
Subsidiaries and sub-subsidiaries:

1
Ideal Road Builders Private Limited (IRBPL)
100%
100%
Mhaiskar Infrastructure Private Limited (MIPL)
100%
100%
Modern Road Makers Private Limited (MRMPL)
100%
100%
Aryan Toll Road Private Limited (ATRPL)
100%
100%
ATR Infrastructure Private Limited (ATRFL)
100%
100%
IRB Infrastructure Private Limited (IRBFL)
100%
100%
Thane Ghodbunder Toll Road Private Limited (TGTRPL)
100%
100%
IDAA Infrastructure Private Limited (IDAA)
100%
100%
Aryan Infrastructure Investments Private Limited (AIIPL)
66%
66%
10
NKT Road and Toll Private Limited (NKT)
100%
100%
11
MMK Toll Road Private Limited (MMK) (Subsidiary of IRBPL)
100%
100%
12
IRB Surat Dahisar Tollway Private Limited (IRBSD)
13
IRB Kolhapur Integrated Road Development Company Private

Limited (IRBK)
14
Aryan Hospitality Private Limited (AHPL)
100%
100%
15
IRB Sindhudurg Airport Private Limited (IRBSA)
100%
100%
16
IRB Pathankot Amritsar Toll Road Private Limited (IRBPA)
100%
100%
90%
90%
100%
100%
17
IRB Talegaon Amravati Tollway Private Limited (IRBTA)
100%
100%
18
IRB Jaipur Deoli Tollway Private Limited (IRBJD)
100%
100%
19
IRB Goa Tollway Private Limited (IRB Goa)
100%
100%
20
IRB Tumkur Chitradurga Tollway Private Limted (IRBTC)
100%
100%
21
MRM Cement Private Limited (MRM Cement) (Subsidiary of

MRMPL)
100%
100%
22
IRB Ahmedabad Vadodara Super Express Tollway Private

Limited (IRBAV)
100%
100%
23
J J Patel Infrastructural and Engineering Private Limited (JJP)

(Subsidiary of MRMPL)
100%
100%
24
IRB Westcoast Tollway Private Limited (IRB Westcoast) w.e.f.

August 22, 2012
100%
25
MVR Infrastructure and Tollways Private Limited (MVR) w.e.f.

October 01, 2012
74%
Each of the above entities is incorporated in India.
64
Financial
Statements
notes
2.02 Use of estimates
The preparation of financial statements in conformity
with Indian GAAP requires the management to make
judgments, estimates and assumptions that affect the
reported amounts of revenues, expenses, assets and
liabilities and the disclosure of contingent liabilities,
at the end of the reporting period. Although these
estimates are based on the managements best
knowledge of current events and actions, uncertainty
about these assumptions and estimates could result
in the outcomes requiring a material adjustment to
the carrying amounts of assets or liabilities in future
periods.
2.03 Fixed assets

Tangible fixed assets
Tangible fixed assets are stated at cost, less
accumulated depreciation and impairment losses,
if any. Cost comprises the purchase price and any
attributable cost of bringing the asset to its working
condition for its intended use.
Amortisation
Toll Collection Rights are amortised over the period
of concession, using revenue based amortisation as
prescribed in the Schedule XIV to the Companies Act,
1956. Under this methodology, the carrying value of the
rights is amortised in the proportion of actual toll revenue
for the year to projected revenue for the balance toll
period, to reflect the pattern in which the assets economic
benefits will be consumed. At each balance sheet date, the
projected revenue for the balance toll period is reviewed by
the management. If there is any change in the projected
revenue from previous estimates, the amortisation of toll
collection rights is changed prospectively to reflect any
changes in the estimates.
2.05 Impairment
i)
Intangible assets
Toll collection rights
Intangibles are stated at cost, less accumulated
amortisation and impairment losses, if any. Costs for
acquired toll rights include acquisition and incidental
expenses related to such acquisition.
Toll collection rights awarded by the grantor against
construction service rendered by the Group on BOT
/ DBFOT basis include direct and indirect expenses
on construction of roads, bridges, culverts etc. and
infrastructure at the toll plazas.
Intangible assets under development

Expenditure related to and incurred during implementation
of project are included under Intangible Assets under
Development. The same will be transferred to the
respective intangible assets on completion of project.
2.04 Depreciation and Amortisation

Depreciation
Depreciation is provided using the Written Down Value
Method as per Schedule XIV of the Companies Act, 1956.
Depreciation is provided prorata to the period of use on
all addition except addition below ` 5,000/- which are
depreciated at the rate of 100% in the year of purchase.
ii)
The carrying amounts of assets are reviewed at

each balance sheet date if there is any indication
of impairment based on internal/external factors.
An impairment loss is recognised wherever the
carrying amount of an asset exceeds its recoverable
amount. The recoverable amount is the greater of
the assets net selling price and value in use. In
assessing value in use, the estimated future cash
flows are discounted to their present value at the
weighted average cost of capital.
After impairment, depreciation is provided on
the revised carrying amount of the asset over
its remaining useful life. Previously recognised
impairment loss is increased or reversed depending
on changes in circumstances.
2.06 Leases
Leases in which the Company does not transfer
substantially all the risks and benefits of ownership of the
asset are classified as operating leases. Lease payments
under operating lease are recognised as an expense in
the statement of profit and loss on a straight line basis over
the lease term.
2.07 Borrowing costs

Borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily takes
a substantial period of time to get ready for its intended use
or sale are capitalised as part of the cost of the respective
asset. All other borrowing costs are expensed in the period
they occur. Borrowing costs consists of interest and other
Annual Report
65
2012-13
notes
cost that an entity incurs in connection with the borrowing
of funds.
2.08 Government Grants

Grants and subsidies from the government are recognised
when there is reasonable assurance that (i) the Company
will comply with the conditions attached to them, and (ii)
the grant/subsidy will be received.
Grant received are considered as a part of the total outlay
of the construction project and accordingly, the same is
reduced from the gross value of assets.
2.09 Investments
Investments, which are readily realisable and intended to
be held for not more than one year from the date on which
such investments are made, are classified as current
investments. All other investments are classified as longterm investments.
On initial recognition, all investments are measured at cost.
The cost comprises purchase price and directly attributable
acquisition charges such as brokerage, fees and duties. If
an investment is acquired, or partly acquired, by the issue
of shares or other securities, the acquisition cost is the fair
value of the securities issued.
Current investments are carried in the financial statements
at lower of cost and fair value determined on an individual
investment basis. Long-term investments are carried at
cost. However, provision for diminution in value is made to
recognise a decline other than temporary in the value of
the investments.
On disposal of an investment, the difference between its
carrying amount and net disposal proceeds is charged or
credited to the statement of profit and loss.
2.10 Inventories
Inventories are valued as follows:
Construction materials, components, stores, spares

and tools
Lower of cost and net realisable value. Cost is determined
on first in first out basis and includes all applicable costs
in bringing goods to their present location and condition.
Work-in-progress and finished goods

Lower of cost and net realisable value. Cost includes direct
materials and labour and a proportion of overheads based
on normal operating capacity.

Net realisable value is the estimated contract price in
the ordinary course of business, less estimated costs of
completion and estimated costs necessary to complete
the contract.
Land and plots

Land and plots are valued at lower of cost and net
realisable value.
Cost includes land, cost of acquisition, legal cost and all
other cost to transfer the legal and beneficial ownership of
land in the name of the company.
2.11 Revenue recognition

Revenue is recognised to the extent that it is probable that
the economic benefits will flow to the Company and the
revenue can be reliably measured. The following specific
recognition criteria must also be met before revenue is
recognised:
Construction contracts
Contract revenue and contract cost associated with
the construction of road are recognised as revenue
and expenses respectively by reference to the stage of
completion of the projects at the balance sheet date.
The stage of completion of project is determined by the
proportion that contract cost incurred for work performed
upto the balance sheet date bear to the estimated total
contract costs. If total cost is estimated to exceed total
contract revenue, the Company provides for foreseeable
loss.
Operation and maintenance contracts

Revenue from maintenance contracts are recognised prorata over the period of the contract as and when services
are rendered
Income from toll contracts

The income from Toll contracts on BOT basis are
recognised on actual collection of toll revenue, net of
premium paid to NHAI as per Concession Agreement.
Revenue from wind-mill power generation

(Sale of electricity)
Revenue from wind-mill power generation is recognised
when the electricity is delivered to electricity distribution
company at a common delivery point and the same is
measured on the basis of meter reading.
66
Financial
Statements
notes
Interest
Revenue is recognised on a time proportion basis
taking into account the amount outstanding and the rate
applicable.
related services. There are no other obligations

other than the contribution payable to the respective
authorities.
ii)
Dividends
Gratuity liability for eligible employees are defined

benefit obligation and are provided for on the basis
of an actuarial valuation on projected unit credit
method made at the end of each financial year.
Obligation is measured at the present value of
estimated future cash flows using discounted rate
that is determined by reference to market yields at
the balance sheet date on Government Securities
where the currency and terms of the Government
Securities are consistent with the currency and
estimated terms of the defined benefit obligation.
Dividend income is recognised when the Companys right

to receive dividend is established by the reporting date.
2.12 Foreign currency translation

Foreign currency transactions and balances
i)
Initial recognition
Foreign currency transaction are recorded in the
reporting currency, by applying to the foreign
currency amount the exchange rate between the
reporting currency and the foreign currency at the
date of transaction.
ii)
Conversion
Foreign currency monetary items are reported using
the closing rate. Non-monetary items which are
carried in terms of historical cost denominated in
a foreign currency are reported using the exchange
rate at the date of the transaction; and non-monetary
items which are carried at fair value or other similar
valuation denominated in a foreign currency are
reported using the exchange rates that existed
when the values were determined.
iii)
Exchange differences
Exchange differences arising on the settlement of
monetary items or on reporting companys monetary
items at rates different from those at which they
were initially recorded during the year, or reported
in previous financial statements, are recognised
as income or as expenses in the year in which
they arise.
Exchange difference arising on long term foreign
currency monetory items related to acquisition of
fixed assets are added/deducted from the cost
of asset and amortised along with the construction
cost.
2.13 Retirement and other employee benefits

i)
Defined contribution plan
Retirement benefits in the form of provident
fund are a defined contribution scheme and the
contributions are charged to the statement of profit
and loss of the year when the employee renders
Defined benefit plan
iii)
Leave encashment
As per the leave encashment policy of the Company,
the employees have to utilise their eligible leave
during the calendar year and lapses at the end of
the calendar year. Accruals towards compensated
absences at the end of the financial year are
based on last salary drawn and outstanding leave
absences at the end of the financial year.
iv)
Actuarial gains / losses are immediately taken to profit

and loss account and are not deferred.
2.14 Income taxes

Tax expense comprises of current and deferred tax. Current
income tax is measured at the amount expected to be
paid to the tax authorities in accordance with the Indian
Income Tax Act, 1961, enacted in India. Deferred income
taxes reflects the impact of current year timing differences
between taxable income and accounting income for the
year and reversal of timing differences of earlier years.
Deferred tax is measured based on the tax rates and the
tax laws enacted or substantively enacted at the balance
sheet date. Deferred tax assets and deferred tax liabilities
are offset, if legally enforceable right exists to set-off current
tax assets against current tax liabilities and the deferred tax
assets and deferred tax liabilities related to the taxes on
income levied by same governing taxation laws. Deferred
tax assets are recognised only to the extent that there is
reasonable certainty that sufficient future taxable income
will be available against which such deferred tax assets
can be realised. In situations where the Company has
unabsorbed depreciation or carry forward tax losses, all
Annual Report
67
2012-13
notes
deferred tax assets are recognised only if there is virtual
certainty supported by convincing evidence that they can
be realised against future taxable profits.
At each balance sheet date, the Group re-assesses
unrecognised deferred tax assets. It recognises previously
unrecognised deferred tax assets to the extent that it has
become reasonably certain or virtually certain, as the
case may be that sufficient future taxable income will be
available against which such deferred tax assets can be
realised.
The carrying amount of deferred tax assets are reviewed
at each balance sheet date. The Company writes-down
the carrying amount of a deferred tax asset to the extent
that it is no longer reasonably certain or virtually certain,
as the case may be, that sufficient future taxable income
will be available against which deferred tax asset can be
realised. Any such write-down is reversed to the extent that
it becomes reasonably certain or virtually certain, as the
case may be, that sufficient future taxable income will be
available.
Minimum alternative tax (MAT) credit is recognised as an
asset only when and to the extent there is convincing
evidence that the Company will pay income tax higher
than that computed under MAT, during the period that
MAT is permitted to be set off under the Income Tax Act,
1961 (specified period). In the year, in which the MAT
credit becomes eligible to be recognised as an asset
in accordance with the recommendations contained in
the guidance note issued by the Institute of Chartered
Accountants of India (ICAI), the said asset is created by
way of a credit to the profit and loss account and shown
as MAT credit entitlement. The Company reviews the same
at each balance sheet date and writes down the carrying
amount of MAT credit entitlement to the extent there is no
longer convincing evidence to the effect that the Company
will pay income tax higher than MAT during the specified
period.
2.15 Sales Tax/Cenvat Credit/ VAT/ WCT

Sales Tax/ VAT/ WCT on construction contracts are
accounted on accrual basis. The cost of Material (inputs)
is accounted at purchase cost net of Value Added Tax,
wherever the Company is eligible for credit. The Value
Added Tax element of materials (inputs) is debited under
the head Loans & Advances to the extent of eligibility of
input credit.
2.16 Earnings per share (EPS)

Basic earnings per share are calculated by dividing the net
profit for the year attributable to equity shareholders (after
deducting attributable taxes) by the weighted average
number of equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share,
the net profit for the year attributable to equity shareholders
(after deducting attributable taxes) and the weighted
average number of shares outstanding during the year
are adjusted for the effects of all dilutive potential equity
shares.
2.17 Provisions
A provision is recognised when an enterprise has a
present obligation as a result of past event; it is probable
that an outflow of resources will be required to settle the
obligation, in respect of which a reliable estimate can be
made. Provisions are not discounted to its present value
and are determined based on best estimate required to
settle the obligation at the balance sheet date. These are
reviewed at each balance sheet date and adjusted to
reflect the current best estimates.
2.18 Contingent liabilities

A contingent liability is a possible obligation that arises
from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain
future events beyond the control of the company or a
present obligation that is not recognised because it is not
probable that an outflow of resources will be required to
settle the obligation. A contingent liability also arises in
extremely rare cases where there is a liability that cannot
be recognised because it cannot be measured reliably.
The company does not recognise a contingent liability but
discloses its existence in the financial statements.
68
Financial
Statements
notes
structure and internal reporting system. The Group does
not have its operations outside India.
2.19 Resurfacing expenses

Resurfacing costs are recognised and measured in
accordance with AS 29 Provisions, Contingent Liabilities
and Contingent Assets i.e. at the best estimate of the
expenditure required to settle the present obligation at
each balance sheet date.
Unallocated items
Unallocated items include general corporate income and
expense items which are not allocated to any business
segment.
Allocation of common costs
2.20 Derivative instrument

The Company uses derivative financial instruments such
as interest rate swaps to hedge its risks associated with
interest rate. As per the ICAI Announcement, accounting
for derivative contracts, other than those covered under AS
11, are marked to market on a portfolio basis, and the net
loss after considering the offsetting effect on the underlying
hedge item is charged to the statement of profit and loss.
Interest rate risks are capitalised in case of an underlying
hedge item taken for intangible assets under development
in accordance with AS-16.
Common allocable costs are allocated to each segment

according to the relative contribution of each segment to
the total common costs.
Segment accounting policies

The Company prepares its segment information in
conformity with the accounting policies adopted for
preparing and presenting the financial statements of the
Company as a whole.
2.23 Measurement of EBITDA
2.21 Cash and cash equivalents

Cash and cash equivalents for purpose of the cash flow
statements comprise cash at bank and in hand and shortterm investments with an original maturity of three months
or less.
2.22 Segment reporting

Identification of segments
The companys operating businesses are organised and
managed separately taking into account the nature of the
products, the differing risks and returns, the organisation
As permitted by the Guidance note on the revised

Schedule VI to the Companies Act, 1956, the Company
has elected to present earnings before interest, tax,
depreciation and amortisation (EBITDA) as a seperate
line item on the face of the statement of profit and loss.
The Company measures EBITDA on the basis of profit/
(loss) from continuing operations. In its measurement, the
Company does not include depreciation and amortisation
expense, finance costs and tax expense.
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
6,150,000,000
6,150,000,000
6,150,000,000
6,150,000,000
3,323,641,100
3,323,641,100
3,323,641,100
3,323,641,100
NOTE 3 : SHARE CAPITAL

Authorised shares
615,000,000 (Previous year: 615,000,000) equity shares of `10/- each
TOTAL
Issued, subscribed and fully paid-up shares

332,364,110 (Previous year: 332,364,110) equity shares of ` 10/- each
TOTAL
Annual Report
69
2012-13
notes
a.
Reconciliation of the shares outstanding at the beginning and at the end of the reporting year
Equity shares
Particulars
March 31, 2013

No. of shares
Amount `
No. of shares
Amount `
332,364,110
3,323,641,100
332,364,110
3,323,641,100
332,364,110
3,323,641,100
332,364,110
3,323,641,100
At the beginning of the year

Issued during the year
Outstanding at the end of the year
b.
March 31, 2012
Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of ` 10/- per share. Each holder of equity shares is
entitled to one vote per share.
The Company declares and pays dividend in Indian rupees.
During the year ended March 31, 2013, the amount of per share dividend recognised as distributions to equity shareholders
was ` 4.00 (Previous year: ` 1.80).
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.
c.
Details of shareholders holding more than 5% shares in the Company

Particulars
March 31, 2013
March 31, 2012
No. of shares
No. of
shares
Virendra D. Mhaiskar Jointly with Deepali V. Mhaiskar
111,968,220
33.69%
111,968,220
33.69%
Virendra D. Mhaiskar (Karta of V. D. Mhaiskar - HUF)
83,458,957
25.11%
82,671,146
24.87%
18,169,112
5.47%
HSBC Global Investment Funds A/c HSBC Global

Investment Funds Mauritius Limited
As per the records of the Company, including its register of shareholders / members and other declarations received
from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership
of shares.
70
Financial
Statements
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
1,269,343,108
1,269,343,108
1,269,343,108
1,269,343,108
10,035,158,651
10,035,158,651
10,035,158,651
10,035,158,651
748,816,647
705,316,579
402,105,365
346,711,282
Closing balance (C)

Surplus in the statement of profit and loss
1,454,133,226
748,816,647
Balance as per last financial statements

Profit for the year
Less : Appropriations
Interim equity dividend
(Amount per share ` 4/- (Previous year: ` 1.80/-))
Tax on interim equity dividend
Transfer to general reserve
13,189,353,315
5,566,660,308
9,295,550,333
4,959,962,235
(1,329,463,985)
(598,274,016)
(247,371,510)
(705,316,579)
16,473,861,549
29,232,496,534
(121,173,955)
(346,711,282)
13,189,353,315
25,242,671,721
NOTE 4 : RESERVES AND SURPLUS

Capital reserve (on consolidation)
Addition
Closing balance (A)

Securities premium account
Addition
Closing balance (B)

General reserve
Add : amount transferred from surplus balance in the statement of profit and
loss
Net surplus in the statement of profit and loss (D)

Total reserve and surplus (A+B+C+D)
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
34,715,499,623
208,474,441
6,000,000,000
(4,826,658,445)
31,757,781,447
149,550,331
(1,699,595,130)
7,992,861,529
647,776,563
(215,381,628)
6,677,595,658
811,853,655
(206,573,400)
22,883,989,521
100,341,961
2,500,000,000
(3,658,297,127)
66,348,606,438
10,803,355,841
109,205,598
2,500,000,000
(448,478,079)
50,454,695,921
NOTE 5 : LONG-TERM BORROWINGS

Term loans
Indian rupee loan from banks (Secured)
Project loans for SPVs
Equipment finance
General purpose borrowing
Less: Current maturities
Foreign currency loans from banks (Secured)
Equipment finance
Indian rupee loan from financial institution (Secured)
Equipment finance
TOTAL
Annual Report
71
2012-13
notes
Repayment terms
The Indian rupee loan is repayable in structured monthly
installments commencing after commercial operation
date such that the total tenor does not exceed 18 years
and repayable as per the repayment schedule specified
in common loan agreement with the Lenders.
The above secured term loans include:

a)
` 65,592,350,673/- (Previous year ` 49,238,732,946/-) pertains
to term loans taken by SPV (Special Purpose Vehicles) for
Project financing.
Rate of interest
Rate of interest on the Indian Rupee loan from banks
and financial institutions varies from 10.30% to 12.15%
p.a.
Rate of interest on Foreign currency loans from banks
is 425 basis points to 495 basis points plus 6 months
LIBOR.
The foreign currency ECB loan shall be repaid in

structured semi-annual installments such that the total
tenor does not exceed 7 years from the date of first
disbursement and repayment shall be in line with the
repayment schedule of the Indian rupee common loan
agreement with the lenders.
b)
Nature of security
i)
Secured by first charge on the movable
/ immovable asset by way of mortgage /
hypothecation; first charge on all intangible
assets, present and future; assignment of all
receivables; book debts and all rights and interest
in project, both present and future, excluding the
Project Assets of respective SPVs;
ii)
Secured by first charge on the Escrow Account,

Debt Service Reserve Account and any other
reserves and other bank accounts of the
respective Companies;
iii)
An irrevocable and unconditional corporate

guarantee from IRB Infrastructure Developers
Limited to meet shortfall (if any) between debt
due and termination payments received from
Concessioning Authority in case of termination of
Concession Agreement for any reason in case of
Project SPVs;
iv)
In case of IRBTC, an irrecoverable and

unconditional Corporate Guarantee to the extent
of ` 2,000,000,000/- from IRB Infrastructure
Developers Limited that it shall provide an interest
free unsecured loan to meet shortfall in interest/
debt servicing on the loan for a period of eight
successive years starting from the date of first
disbursement of loan. Such loan shall be without
recourse to lenders on terms acceptable to the
lenders.
Equipment finance
` 956,592,965/- (Previous year ` 1,070,609,584/-) pertains
to equipment finance, of which Indian rupee loan
carry interest varing from 10.50% to 13% p.a and ECB
loan carries interest at rate of 6 months USD LIBOR
plus 300 basis points. Repayment terms are usually 3
years comprising of monthly unstructured installments.
Equipment finance companies have a charge over the
assets financed.
c)

i)
Indian rupee term loan from banks of

` 6,000,000,000/- carries interest at bank base
rate plus applicable spread (1% to 1.50%) and
secured by pledge of shares of its subsidiaries
and subservient charge on the current assets
of the Company to the extent of 125% of
the outstanding loan. Bank loan amounting
to ` 3,000,000,000/- is repayable in three
quarterly installment of ` 1,000,000,000/- each
commencing from December 27, 2013. Bank loan
amounting to ` 3,000,000,000/- is repayable in
six monthly installments of ` 500,000,000/- each
commencing from February 28, 2014.
ii)
Indian rupee term loan from financial

institutions of ` 2,500,000,000/- (Previous year :
` 2,500,000,000/-) is secured by pledge of shares
of its subsidiaries. The loan is repayable in five
equal monthly installments of ` 500,000,000/each commencing from November 15, 2013 and
carries an interest rate of lenders benchmark rate
plus spread i.e. 2.25% p.a.
72
Financial
Statements
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
354,499,984
340,940,396
354,499,984
340,940,396
61,187,240
54,006,141
34,738,434
27,987,053
95,925,674
81,993,194
328,296,354
322,024,675
69,722,044
63,077,473
NOTE 6 : DEFERRED TAX LIABILITIES/ASSETS

Deferred Tax Liabilities
Difference in Depreciation and other differences in block of Fixed assets
as per tax books and financial books
Total Deferred tax Liabilities
(A)
Deferred Tax Assets

Difference in Depreciation and other differences in block of Fixed assets
as per tax books and financial books
Effect of expenditure debited to profit and loss account in the current year
but allowed for tax purposes in following years
Total Deferred Tax Asset
(B)
The above has been reflected in consolidated balance sheet as follows:Deferred Tax Liabilities (net)
Deferred Tax Assets (net)
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
Security deposit payable
598,543,060
282,063,860
Advance from customers
318,275,885
318,275,885
NOTE 7 : OTHER LONG-TERM LIABILITIES
Mobilisation advance
TOTAL
1,093,500,000
1,093,500,000
2,010,318,945
1,693,839,745
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
NOTE 8 : LONG-TERM PROVISIONS

Provision for employee benefits
Provision for gratuity (refer note 12 & 32)
90,854,242
77,195,777
Less: current portion
(12,897,777)
(9,777,215)
77,956,465
67,418,562
Resurfacing expenses payable (refer note 36)

TOTAL
2,432,747,135
2,432,747,135
2,510,703,600
2,500,165,697
Annual Report
73
2012-13
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
NOTE 9 : SHORT-TERM BORROWINGS

Short term loans from banks (secured)
2,640,000,000
7,100,000,000
2,000,000,000
101,424,000
116,434,608
2,421,000
9,970,134,635
8,693,645,492
12,711,558,635
17,912,501,100
12,610,134,635
15,793,645,492
- from banks
2,000,000,000
- from Others
101,424,000
118,855,608
Short term loans from bank (unsecured)

Loan from related parties (unsecured) (refer note 34)
Loan from others (unsecured)
Bank overdrafts / Cash credit (secured)
TOTAL
The above amount includes

a)
Secured borrowings
- from banks
b)
c)
d)
Unsecured borrowings
Terms for loans from banks:

1.
Secured loans from various banks carry interest rates ranging from 11.50% to 12.50% p.a. (Previous year : 11.50% to
12.50% p.a.). The loans are secured by subservient charge on the current assets of the company to the extent of
125% of the outstanding loan and post dated cheques.
2.
Short-term unsecured loan taken from banks borrowed in financial year 2011-12 and repaid in current year carried
interest rate ranging from 12% to 12.50% p.a. (Previous year : 12.50% p.a.).
Terms for loans from related parties and others:

Unsecured loans from related parties and others amounting to ` 101,424,000/- (Previous year : ` 118,855,608/-) are interest
free and repayable on demand.
e)
Bank overdraft
The bank overdraft is secured against fixed deposits repayable on demand, interest rate varies from 8.50% to 12.00% p.a.
(Previous year : 8.50% to 12.00% p.a.). Cash credit is secured against stock and debtors repayable on demand, interest
rate varies from 11.00% to 12.50% p.a. (Previous year : 11.00% to 12.50% p.a.).
The Company has borrowed funds on short term basis to bridge the short term financial requirement of subsidiaries due
to pending draw down of term loan of the subsidiaries where the project work is in progress. These borrowings will be
repaid by the Company out of the repayment of unsecured loans by subsidiaries upon draw down of term loan from its
lenders or / and funds internally accrued and generated by the Company.
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
NOTE 10 : TRADE PAYABLES

Trade payables
TOTAL
3,411,753,942
1,933,286,720
3,411,753,942
1,933,286,720
74
Financial
Statements
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
4,826,658,445
1,699,595,130
215,381,628
206,573,400
3,658,297,127
448,478,079
83,565
Interest accrued but not due on borrowings
174,772,509
199,245,213
Revenue share/premium payable to NHAI
328,381,758
263,322,169
2,994,322
1,825,919
76,446,141
65,316,647
NOTE 11 : OTHER CURRENT LIABILITIES

Current maturity of long term borrowings
- Indian rupee loan from banks
- Foreign currency loan from banks
- Indian rupee loan from financial institution
Advance from customer
Unclaimed dividend
(There are no amounts due for payment to the Investor Education and
Protection Fund under Section 205C of the Companies Act, 1956 as at the
year end)
Other payables
Dues payable to director
Duties and taxes payable
320,434,976
329,388,877
Employee benefits payable
121,521,580
106,148,755
Retention money payable
473,149,509
330,913,810
Stamp duty payable
275,400,000
275,400,000
Expenses payable
100,881,358
30,404,911
TOTAL
10,574,319,353
3,956,696,475
Particulars
March 31, 2013
March 31, 2012
(Amount in `)
NOTE 12 : SHORT-TERM PROVISIONS

Provision for gratuity (refer note 8 & 32)
12,897,777
9,777,215
Provision for leave benefits
27,492,660
11,412,358
Provision for proposed equity dividend
332,364,110
Provision for corporate dividend tax
53,929,455
Provision for tax (net of advance tax)
172,728,450
159,824,383
599,412,452
181,013,956
Other provisions
TOTAL
notes
Land
23,114,446
85,857,506
Deletion /
Adjustment
Closing Balance
Additions on
acquisition of
subsidiaries
Deletion /
Adjustment
Closing Balance
99,110,822
99,110,822
2,969,415
16,585,219
79,556,188
March 31,
2012
52,204,228
2,324,772
416,231
13,367,821
40,744,948
285,273,526
13,602,433
3,668,382
79,589,367
215,618,210
237,815,123 233,069,298
64,272,753
12,068,525
52,204,228
302,087,876
16,814,350
285,273,526
March 31,
2012
Building
March 31,
2013
2,660,858,716
2,052,976,997
(9,362,627)
16,730,321
438,833,633
1,588,050,416
4,713,835,713
(26,689,150)
54,851,508
44,984,016
309,677,146
4,277,633,893
2,689,583,477
1,588,050,416
32,150,850
20,081,660
464,223,073
1,135,896,533
4,277,633,893
60,171,157
91,925,283
45,977,804
53,763,359
4,146,138,604
March 31,
2012
Plant and Machinery

March 31,
2013
Tangible assets given as security

Tangible assets are subject to first charge to secured long-term borrowings from the lenders.
85,857,506
Net Block
Opening Balance
Additions
Depreciation
9,861,130
99,110,822
March 31,
2013
- Exchange
differences
Other adjustments
Additions on
acquisition of
subsidiaries
Additions
Opening Balance
Gross Block
Particulars
Tangible Assets
NOTE 13 : FIXED ASSETS
23,642,219
19,889,971
280,289
604,079
3,385,979
16,180,202
43,532,190
763,331
1,603,428
4,837,400
37,854,693
21,674,491
16,180,202
68,295
40,751
3,240,355
12,967,391
37,854,693
149,620
111,502
3,375,646
34,517,165
March 31,
2012
Office Equipments
March 31,
2013
31,902,574
67,673,322
201,446
19,253,749
48,218,127
99,575,896
36,800
284,355
21,095,370
78,232,971
30,014,844
48,218,127
22,699
12,117,292
36,078,136
78,232,971
140,150
24,273,338
53,819,483
March 31,
2012
Computer
March 31,
2013
159,742,518
547,890,530
10,762,235
1,505,139
58,481,114
498,666,512
707,633,048
12,637,972
1,801,392
28,368,550
690,101,078
March 31,
2012
191,434,566
498,666,512
4,299,554
65,779,374
437,186,692
690,101,078
6,407,570
43,247,734
653,260,914
Vehicles
March 31,
2013
57,256,644
77,462,788
16,074,336
539,600
13,001,150
79,996,374
134,719,432
37,701,329
1,102,049
11,872,776
159,445,936
38,911,766
20,561,341
572,365,968
1,729,300,316
5,627,652,919
80,480,400
91,925,283
52,867,253
234,247,137
2,830,166,361 2,283,315,859
17,754,233
19,580,585
545,024,150
2,283,315,859
6,087,241,661
47,564,728
54,851,508
59,636,370
392,665,592
5,627,652,919
March 31,
2012
5,329,093,646
Total
March 31,
2013
79,449,562 3,257,075,300 3,344,337,060
79,996,374
68,295
13,638,053
66,426,616
159,445,936
149,620
13,412,474
146,183,082
March 31,
2012
Furniture and Fixture

March 31,
2013
(Amount in `)
Summary of significant accounting policies and other explanatory information to the consolidated financial statements for
the year ended March 31, 2013
Annual Report
2012-13
75
109,504,259
78,181,459
187,685,718
19,296,912
8,041,476
27,338,388
160,347,330
187,685,718
1,037,362,639
1,225,048,357
27,338,388
5,435,427
32,773,815
1,192,274,542
Goodwill
March 31, 2013
March 31, 2012
268,339,925
346,363,663
Deletion
Closing Balance
23,791,817,778
During the year, exchange differences to the extent of Rs. 443,950,424/- (Previous year Rs. 301,249,856/-) has been capitalised to intangible assets under development in accordance with the ammendment/earlier ammendments to AS-11 and circular no 25/2012 dated 9th August, 2012.
Grant received/receivable from NHAI amounting to Rs. 5,090,990,000/- (Previous year Rs. Nil) has been deducted from Intangible asset under development.
Interest cost amounting to Rs. 2,149,122,712/- (Previous year Rs. 1,131,412,602/-) has been capitalised as per AS-16.
7.
24,109,715,757
24,649,884,125
6.
Goodwill includes Rs. 10,373,62,639/- (Previous year Rs. 781,81,459/- on account of acquisition of JJ Patel Infrastructural & Engineering Private Limited) on account of acquisition of MVR Infrastructure and Tollways Private Limited.
48,813,207,929
5,135,166,897
24,967,782,104
March 31, 2012
(Amount in `)
342,355,315
104,861,074
341,039,541
106,176,848
March 31, 2012
(Amount in `)
5.
Goodwill includes Rs. 55,149,990/- ( Previous year Rs. 55,149,990/-) on account of consolidation of subsidiaries.
4.
Closing Balance
Deletion/ adjustment
24,109,715,757
29,838,659,069
Additions
March 31, 2013
Opening Balance
Particulars
Intangible Assets under development
272,348,273
Additions
3.
5,965,699,288
2,398,372,399
472,500
8,363,599,187
52,198,136,145
35,987,648,359
24,496,378,014
78,181,459
472,500
60,561,735,332
Plant & Machinery includes aircraft which has gross block of Rs. 1,218,209,877/- (Previous year Rs. 1,163,358,369/-) and written down value of Rs. 818,755,686/- (Previous year Rs. 919,898,796/-).
8,363,599,187
3,870,258,523
560,130,348
12,793,988,058
51,831,169,978
60,561,735,332
20,344,749
3,005,715,316
1,037,362,639
64,625,158,036
342,355,315
March 31, 2013
Opening Balance
Particulars
Capital work in progress
Depreciation amounting to Rs. 130,024/- ( Previous year Rs. 170,684/-) has been capitalised along with the toll collection rights.
5,946,402,376
2,390,330,923
472,500
8,336,260,799
52,037,788,815
35,878,144,100
24,496,378,014
472,500
60,374,049,614
(Amount in `)
Total
March 31, 2013
March 31, 2012
2.
8,336,260,799
3,864,823,096
560,130,348
12,761,214,243
50,638,895,436
60,374,049,614
20,344,749
3,005,715,316
63,400,109,679
Toll Collection Rights

March 31, 2013
March 31, 2012
1.
Notes:
*Intangible assets given as security

Intangible assets are subject to first charge to secured long term borrowings from the lenders.
Gross Block
Opening Balance
Additions
Additions on acquisition of subsidiaries
Goodwill on acquisition of subsidiaries
Deletion
Deletion
Depreciation
Opening Balance
Addtions
Additions on acquisition of subsidiaries
Deletion
Closing Balance
Net Block
Particulars
Intangible Assets*
Summary of significant accounting policies and other explanatory information to the consolidated financial statements
notes
76
Financial
Statements
Annual Report
77
2012-13
notes
(Amount in `)
Particulars
Face value
No. of
` shares/ units
As At
March 31, 2013
No. of
shares/
units
As At
March 31, 2012
NOTE 14 : NON-CURRENT INVESTMENTS

Trade investments
(Valued at cost unless stated otherwise)
Unquoted equity instruments
MEP Infrastructure Developers Private
Limited
10
1,124,000
11,240,000
1,124,000
11,240,000
10
50
10
25
10
15
10
20,100
4,000
50,000
2,000
1,850,000
2
5,000
201,000
200,000
500,000
50,000
18,500,000
30
50,000
20,100
4,000
50,000
2,000
1,850,000
2
-
201,000
200,000
500,000
50,000
18,500,000
30
-
Non-trade investment
- In equity shares (unquoted, fully paid)
Kalyan Janta Sahakari Bank Limited
Dombivali Nagri Sahakari Bank Limited
Jan Kalyan Sahakari Bank
Janta Sahakari Bank
Purti Power & Sugar Limited *
Sangali Urban Bank
Indian Highways Management Company
Limited
* Less: Provision for diminution in the
value of investments
(18,499,999)
(18,499,999)
- In equity shares (quoted, fully paid)

Union Bank of India
10
9,177
1,009,470
9,177
1,009,470
Government securities/bonds
(unquoted)
National Saving Certificate
TOTAL
Aggregate amount of quoted investments
Market value of quoted investments
Aggregate amount of unquoted
investments
Aggregate provision for diminution in value
of investments
309,334
13,559,835
1,009,470
2,000,586
12,550,365
269,334
13,469,835
1,009,470
2,163,937
12,460,365
(18,499,999)
(18,499,999)
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
220,632,112
288,600,000
226,057,277
326,883,716
1,794,335,496
6,696,825
1,581,403,757
4,444,609,183
316,702,230
212,028,194
65,614,781
1,770,502,187
6,696,825
1,187,335,921
3,558,880,138
NOTE 15 : LONG-TERM LOANS AND ADVANCES

(Unsecured, considered good unless otherwise stated)
Advances recoverable in cash or kind for value to be received
Advance consideration for acquisition of shares in subsidiary (secured)
Deposits
Mobilisation advances
Other loans and advances
Balances with statutory / government authorities
MAT credit entitlement
TOTAL
78
Financial
Statements
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
8,962,384
8,962,384
31,168,419
8,962,384
40,130,803
NOTE 16 : OTHER NON-CURRENT ASSETS

(Unsecured, considered good)
Due from customers (construction and project related activity)
Un-amortised preliminary expenses
TOTAL
(Amount in `)
Particulars
Face value
`
No. of March 31, 2013

shares/ units
No. of
shares/ units
March 31, 2012
NOTE 17 : CURRENT INVESTMENTS

(Valued at cost or fair market value
whichever is less)
Quoted Equity Investments
Aptech Limited
Bombay Burmah Trading Corporation Limited
CESC Limited
Den Networks Limited
Escorts India Limited
GVK Power & Infrastructure Limited
Hinduja Venture Limited
Hindustan Oil Exploration Limited
Infrastructure Development Finance
Company Limited
Jaiprakash Associates Limited
Kesoram Industries Limited
Mercator Lines Limited
Century Textiles & Industries Limited
Pantaloon Retail (India) Limited
PTC India Limited
Sterlite Technologies Limited
United Spirits Limited
TOTAL (A)
10
10
10
10
10
1
10
10
10
11,160
6,391
9,623
96,826
2,778
12,150
4,654
948,186
504,865
476,820
887,894
1,109,533
636,053
668,548
10,000
2,232
2,209
11,515
9,623
52,751
6,700
4,654
775,000
948,191
601,180
925,392
660,619
917,868
750,735
628,756
2
10
1
10
2
10
2
10
12,400
4,925
2,075
3,783
6,728
44,484
-
812,200
420,102
597,185
565,937
400,653
1,043,149
9,071,125
12,400
4,925
20,483
837,462
566,375
517,196
3,783
6,728
30,284
578
579,367
411,417
1,190,157
350,297
10,660,012
10
100
15,609
51,016
285,018
5,394,157
15,119
279,613
255,741
29,564,921
1,000
613
623,821
10
100
100
8,310,060
249,990
4,862,102
83,140,521
2,500,000
486,320,494
7,848,807
64,074
78,514,750
6,408,839
10
14,976
20,000,000
597,640,190
606,711,315
9,071,125
115,368,072
126,028,084
10,660,012
- In Mutual Fund (Unquoted)

Kotak Floater Long - Term (G)
28Q ICICI Prudential Flexible Income
Plan Premium
DSP Merrill Lynch Liquid Plus Intl Plan Daily Dividend
LIC MF Savings Plus Fund - Daily Dividend
Union KBC Asset Allocation Fund - Growth
ICICI Prudential MF Liquid Plan Daily Dividend
Baroda Pioneer Liquid Fund - Growth
TOTAL (B)
TOTAL (A+B)
Aggregate amount of quoted
investments
Aggregate amount of unquoted
investments
Aggregate provision for diminution in
value of investments
10,377,252
597,640,190
11,745,348
115,368,072
Annual Report
79
2012-13
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
1,187,141,859
1,301,316,647
2,488,458,506
375,708,052
1,248,460,136
1,624,168,188
March 31, 2013
March 31, 2012
3,004,643
77,039,384
80,044,027
3,004,643
137,666,595
140,671,238
NOTE 18 : INVENTORIES
Construction raw material
Land and plots
TOTAL
(Amount in `)
Particulars
NOTE 19 : TRADE RECEIVABLE

Unsecured, considered good unless stated otherwise
- exceeding six months from the date they are due for payment
- other receivables
TOTAL
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
1,497,756,526
1,276,287,390
101,953,286
2,994,322
139,764,501
3,018,756,025
1,854,454,073
1,132,608,807
475,727,857
1,825,919
88,622,260
3,553,238,916
2,956,486,511
8,541,770,656
6,371,256,686
8,038,678,740
82,387,581
110,601,242
11,691,245,990
14,710,002,015
224,352,550
20,050,226
14,654,338,202
18,207,577,118
NOTE 20 : CASH AND BANK BALANCES

Cash and cash equivalents
Balances with banks
On current accounts
Deposits with original maturity less than 3 months
Trust retention and other escrow accounts
On unpaid dividend account
Cash on hand
Other bank balances

Deposits with Original maturity more than 3 months but less than 12 months
Original maturity more than 12 months
Margin money deposit against bank guarantees Original maturity more than 3 months but less than 12 months
TOTAL
Deposits with original maturity more than 12 months

Deposits with original maturity more than 12 months with carrying amount of ` 7,850,000,000/- (Previous year : ` 7,850,000,000/-)
are pledged against overdraft facility taken by the company.
Margin money deposits given as security

Margin money deposits with carrying amount of ` 192,988,823/- (Previous year : ` 244,402,777/-) are earmarked against bank
guarantees taken by the company or subsidiaries of the company.
80
Financial
Statements
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
Mobilisation advance
3,737,141,109
3,052,729,142
Deposits
185,835,500
301,351,843
Advances recoverable in cash or kind for value to be received
421,730,037
748,541,137
NOTE 21 : SHORT-TERM LOANS AND ADVANCES


Advance income-tax (net of provision for tax)
299,049,791
125,536,416
Retention money receivable
175,929,782
189,819,425
Duties and taxes recoverable
112,559,579
78,839,860
Balances with statutory / government authorities
226,484,858
Maintenance charges receivable
87,227,461
87,227,461
Others
5,635,644
4,512,310
TOTAL
5,251,593,761
4,588,557,594
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
221,503,882
221,503,882
272,135,030
14,005,802
286,140,832
March 31, 2013
March 31, 2012
Contract revenue (road construction)
26,311,946,036
21,706,661,807
Income arising out of toll collection (net)**
10,459,657,190
9,513,134,770
100,844,054
110,388,634
36,872,447,280
31,330,185,211
NOTE 22 : OTHER CURRENT ASSETS

Interest receivable
Un-amortised preliminary expenses
TOTAL
(Amount in `)
Particulars
NOTE 23 : REVENUE FROM OPERATIONS
Sale of electricity
TOTAL
** Net of NHAI Revenue share / Premium of Rs. 3,651,381,157/- (Previous year : Rs. 2,777,960,949/-) which has to be remitted out
of toll collected
Annual Report
81
2012-13
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
1,226,976,053
1,142,602,926
6,954,000
8,173,488
20,331,507
39,435
21,974,257
31,439,766
919,246
7,089,157
43,184,453
43,762,474
1,301,227,497
1,252,219,265
NOTE 24 : OTHER INCOME

Interest income on :
- Bank deposits
- Current investments
- Others
Dividend income on :
- Other long-term investments
- On other investments (non-trade, current)
Net gain on sale of fixed assets
Other non-operating income
TOTAL
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
12,182,400,583
8,055,446,254
NOTE 25 : CONTRACT AND SITE EXPENSES

Contract expenses (road construction and site expenses)
Road maintenance expenses
189,818,638
121,820,568
Stores, spares and tools consumed
359,260,500
264,361,875
Technical consultancy and supervision charges
103,314,223
127,110,577
Royalty charges paid
165,390,144
213,167,647
Hire charges
62,699,078
76,310,697
13,062,883,166
8,858,217,618
TOTAL
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
1,380,210,833
1,214,742,014
NOTE 26 : EMPLOYEE BENEFITS EXPENSE

Salaries, wages and bonus
Contribution to provident fund
65,018,648
53,905,736
Gratuity expenses
15,113,027
22,763,791
Leave encashment expenses
9,416,834
8,155,467
Staff welfare expenses

TOTAL
87,119,187
76,322,023
1,556,878,529
1,375,889,031
82
Financial
Statements
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
54,784,958
9,660,621
124,257,923
22,126,759
147,116,169
26,916,804
53,870,039
9,128,762
109,033,852
22,286,604
51,741,291
25,735,946
22,962,120
38,228,481
99,785,811
74,240,557
129,388,614
39,790,467
1,828,192
33,973,345
3,900,323
184,832,294
13,172,542
5,759,638
15,797,981
1,434,133
22,407,248
222,659
1,057,290
38,892,785
110,164,410
9,755,456
26,325,873
75,474,965
75,732,626
104,105,739
24,949,519
30,575,991
2,550,000
200,312,702
11,523,131
13,465,433
14,634,751
811,990
20,804,690
1,374,684
7,064,973
41,303,745
78,572,473
1,222,702,124
1,011,135,235
12,276,453
450,000
9,665,229
1,500,000
131,764
314,325
13,172,542
62,465
295,437
11,523,131
NOTE 27 : OTHER EXPENSES

Power and fuel
Water charges
Sub-contracting expenses
Rent
Rates and taxes
Insurance
Repairs and maintenance
- Machinery
- Others
Advertisement expenses
Travelling and conveyance
Vehicle expenses
Communication cost
Membership and subscription fees
Printing and stationery
Director sitting fees
Legal and professional expenses
Auditors remuneration (including service tax)
Tender fees
Donations
Diminution in the value of investments
Loss on sale of fixed assets
Loss on sale of investments
Preliminary and share issue expenses written off
Bank charges
Miscellaneous expenses
TOTAL
Payment to auditor
As auditor
Audit fees
For taxation matters
In other capacity
Other services (certification)
Reimbursement of expenses
TOTAL
Annual Report
83
2012-13
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
6,109,317,365
43,644,567
6,152,961,932
5,144,290,905
260,428,377
58,999,143
5,463,718,425
March 31, 2013
(Amount in `)
March 31, 2012
129,415,178
168,407,265
27,725,229
79,839,347
157,140,407
248,246,612
March 31, 2013
March 31, 2012
NOTE 28 : FINANCE COSTS

Interest expense
From banks and financial institutions
Loss / (gain) from interest rate swap
Other borrowing cost
TOTAL
NOTE 29 :
a)
CAPITAL COMMITMENTS (NET OF ADVANCES)

Particulars
Estimate amount of Contract remaining to be executed on Capital
account and not provided for
Commitments for acquisition of toll equipments
TOTAL
b)
CONTINGENT LIABILITIES NOT PROVIDED FOR

(Amount in `)
Particulars
Claims against the Company not acknowledged as debts
For Service Tax, ESIC, Custom Duty and Stamp duty matters
110,884,652
110,884,652
For Others
174,432,000
174,432,000
Guarantees given by the Company on behalf of subsidiaries to

suppliers, government bodies and performance guarantee
3,859,802,344
5,423,122,945
TOTAL
4,145,118,996
5,708,439,597
The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is
made in respect thereof.
NOTE 30 : INTRA-GROUP TURNOVER AND PROFITS ON BOT CONSTRUCTION CONTRACTS

The BOT contracts are governed by Service concession agreements with government authorities (grantor). Under these agreements,
the operator does not own the road, but gets toll collection rights against the construction services incurred. Since the construction
revenue earned by the operator is considered as exchanged with the grantor against toll collection rights, profit from such contracts is
considered as realised.
Accordingly, BOT contracts awarded to group companies (operator), where work is subcontracted to fellow subsidiaries, the intra
group transactions on BOT contracts and the profits arising thereon are taken as realised and not eliminated for consolidation under
Accounting Standard 21.
The revenue and profit in respect of these transactions during the year is ` 26,290,228,166/- (Previous year - ` 21,440,516,680/-) and
` 8,826,497,109/- (Previous year - ` 6,781,808,684/-) respectively.
84
Financial
Statements
notes
NOTE 31 : DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURE
a)
b)
Interest rate swaps outstanding as at balance sheet date

Particulars of Derivatives
Purpose
Interest rate swaps outstanding as at balance

sheet date US $ 130,532,692 (Notional amount)
Hedge against exposure to variable interest outflow on ECB loan.

Swap to receive a variable rate equal to USD 6 month LIBOR
plus margin 4.25% on the notional amount and pays fixed rate of
interest of 5.80% on the notional amount.
Particulars of unhedged foreign currency exposure as at the balance sheet date

Particulars
Amount
External commercial borrowing (ECB)
` 8,640,638,092/- (US $ 158,866,507 @ Closing rate of 1 USD =

` 54.3893) (Previous year : ` 7,489,449,313/- (US $ 146,402,692 @
Closing rate of 1 USD = ` 51.1565))
NOTE 32 :GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

(a) Defined contribution plan
Amount recognised as an expense and included in note no. 26 - Contribution to provident fund in the statement of profit and
loss ` 65,018,648/- (Previous year : ` 53,905,736/-) on account of providend fund. There are no other obligations other than the
contribution payable to the respective authorities.
(b) Defined benefit plan

The Company has a unfunded defined benefit gratuity plan. Every employee who has completed five years or more of service gets
a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service as per the provision of the Payment
of Gratuity Act, 1972 with total ceiling on gratuity of ` 1,000,000/-.
The following tables summaries the components of net benefit expense recognised in the statement of profit and loss account
and the unfunded status and amounts recognised in the balance sheet for the Gratuity Plan. The Plan is unfunded.
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
11,936,966
6,949,942
(3,773,881)
15,113,027
10,485,935
5,175,161
7,102,694
22,763,790
90,854,242
90,854,242
77,195,777
77,195,777
Statement of profit and loss

Net employee benefit expense recognised in the employee cost
Current service cost
Interest cost on defined benefit obligation
Expected return on plan assets
Net actuarial losses / (gains) recognised in the year
Past service cost
Benefit paid
Net benefit expense

Balance sheet
Benefit asset / liability
Defined benefit obligation
Fair value of plan assets
Present value of unfunded obligation
Less : Unrecognised past service cost
Plan (Asset) / Liability
Annual Report
85
2012-13
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
77,195,777
11,936,966
6,949,942
(3,773,881)
(1,454,562)
90,854,242
55,840,934
10,485,935
5,175,161
7,102,694
(1,408,947)
77,195,777
12,897,777
77,956,465
90,854,242
9,777,215
67,418,562
77,195,777
8.00%
0.00%
7.00%
8.30%
0.00%
10% for first year and
7% thereafter
Indian Assured Lives
Mortality
(1994-96)
Changes in the present value of the defined benefit obligation

are as follows:
Opening defined benefit obligation
Interest cost
Actuarial losses / (gain) on obligation
Losses / (Gains) on Acquisition/Divestiture
Past service cost
Liabilities extinguished on settlement
Benefits paid
Closing defined benefit obligation

Net liability is bifurcated as follows :
Current
Non-current
Net liability
The principal assumptions used in determining gratuity benefit
obligation for the companys plans are shown below:
Discount rate
Expected rate of return on plan assets (p.a.)
Salary escalation rate (p..a.)
Mortality pre-retirement

Mortality
(2006-08)
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors, such as supply and demand in the employment market.
The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable
to the period over which the obligation is to be settled. There has been siginificant change in expected rate of return on
assets due to change in the market scenario.
The gratuity liabilities of the company are unfunded and hence there are no assets held to meet the liabilities.
(Amount in `)
Amounts for the current and previous four annual periods are as follows:
Particulars
Grauity
Plan assets
Surplus / (deficit)
Experienced adjustments on plan liabilities
Experienced adjustments on plan assets
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
90,854,242
(5,455,111)
-
77,195,777 55,840,933 35,996,736

7,985,411
5,098,106
2,496,239
-
26,213,040
(1,966,456)
-
86
Financial
Statements
notes
NOTE 33 : SEGMENT INFORMATION
a)
The Company has disclosed Business Segment as the primary segment. Segments have been identified taking into account the
nature of the products, the differing risks and returns, the organisation structure and internal reporting system.
b)
The Companys operations predominantly relate to Road Infrastructure Projects. Other business segments reported are Real Estate
Development sector & Windmill which has been explained below:The business segments of the Company comprise of the following:
Segment
Road Infrastructure Projects
Real Estate
Others
c)
d)
e)
f)
g)
h)
Description of Activity
Development and operation of roadways
Real Estate Development
Windmill (Sale of electricity generated by windmill), Hospitality and Airport
Infrastructure
The Companys activities are restricted within India and hence no separate geographical segment disclosure is considered
necessary.
For the purpose of reporting, business segment is a primary segment and the geographic segment is a secondary segment.
Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each
of the segments as also amounts allocated on a reasonable basis.
The net expenses, which is not directly attributable to the Business Segment, are shown as unallocated corporate cost.
Assets and Liabilities that cannot be allocated between the segments are shown as a part of unallocated corporate assets and
liabilities respectively.
Details of Business Segment information is presented below.
(Amount in `)
Particulars
REVENUE
Total external revenue
Inter segment revenue
Total Revenue (Net)
RESULT
Segment Results
Unallocated corporate
expenses
Operating Profit
Other Income
Unallocated financial
expenses
Profit Before Tax
Current Tax
Deferred Tax
MAT Credit Entitlement
Net Profit after tax and
before minority interest
Less: Minority Interest
Net Profit
OTHER INFORMATION
Segment assets
assets
Total assets
Segment liabilities
liabilities
Total liabilities
Capital expenditure incurred
Depreciation and
Amortisation

2012-13
2011-12
36,771,603,226 31,219,796,577
36,771,603,226 31,219,796,577
11,944,237,659
111,030,000,518
10,755,173,275

2012-13
2011-12
Others
2012-13
2011-12
Total
2012-13
2011-12
100,844,054
100,844,054
110,388,634
110,388,634
36,872,447,280
36,872,447,280
31,330,185,211
31,330,185,211
(2,238,301)
(2,461,420)
(18,933,698)
(21,218,640)
11,923,065,660
5,435,427
10,731,493,215
8,041,476
11,917,630,233
1,301,227,497
6,152,961,932
10,723,451,739
1,252,219,265
5,463,718,425
7,065,895,798
2,263,505,667
(337,524,031)
(395,914,145)
5,535,828,307
6,511,952,579
1,647,848,193
25,475,723
(121,426,362)
4,960,055,025
(30,832,001)
5,566,660,308
92,790
4,959,962,235
85,739,753,168
3,590,743,799
3,534,142,847
630,919,963
673,313,310
115,251,664,280
16,891,319,542
89,947,209,325
18,696,036,255
11,030,000,518 85,739,753,168
7,399,489,607
5,003,796,538
3,590,743,799
2,755,321,784
3,534,142,847
2,680,278,962
630,919,963
78,631,251
673,313,310
66,456,101
132,142,983,822
10,233,442,642
88,261,527,077
108,643,245,580
7,750,531,601
71,203,692,688
7,399,489,607
4,315,695,298
2,755,321,784
-
2,680,278,962
-
78,631,251
94,035,644
66,456,101
111,061,351
98,494,969,719
4,409,730,942
78,954,224,289
2,962,053,706
5,003,796,538
2,850,992,355
Annual Report
87
2012-13
notes
(Amount in `)
Particulars

2012-13
2011-12
Unallocated Corporate
Depreciation and
Amortisation
Total Depreciation and
Amortisation
Non-cash expenses other
than Depreciation and
amortisation

2012-13
2011-12
Others
2012-13
2011-12
Total
2012-13
2011-12
5,435,427
8,041,476
4,315,695,298
2,850,992,355
94,035,644
111,061,351
4,415,166,369
2,970,095,182
2,491,423
7,876,963
2,491,423
7,876,963
Footnotes:1 Unallocated corporate assets includes current and non-current investments, goodwill, deferred tax assets, cash and
bank balances and advance payment of income tax.
2
Unallocated corporate liabilities includes long term borrowings, short term borrowings, current maturities of long term
borrowing, deferred tax liability and provision for taxation.
NOTE 34 : RELATED PARTY DISCLOSURE

I.
II.
Names of Related Parties

a)
Enterprises owned or significantly influenced by key management personnel or their relatives (Enterprises) (Only with
whom there have been transactions during the year/ there was balance outstanding at the year end)
Aryan Construction - V. D. Mhaiskar (HUF) - Karta Mr. Virendra D. Mhaiskar, Ideal Soft Tech Park Private Limited, VCR Toll
Services Private Limited, A. J. Tolls Private Limited, Anuya Enterprises, Ideal Toll and Infrastructure Private Limited, Jan Transport,
JDV Udyog, MEP Infrastructure Developers Private Limited, Rideema Enterprises, Rideema Toll Private Limited
b)
Key Management Personnel

Mr. Virendra D. Mhaiskar, Mrs. Deepali V. Mhaiskar and Mr. Mukeshlal Gupta
c)
Relatives of Key Management Personnel (Only with whom there have been transactions during the year/ there was
balance outstanding at the year end)
Mr. D. P. Mhaiskar (Father of Mr. Virendra D. Mhaiskar), Mr. J. D. Mhaiskar (Brother of Mr. Virendra D. Mhaiskar), Mr. S. G.
Kelkar (Father of Mrs. Deepali V. Mhaiskar), Mrs. S. D. Mhaiskar (Wife of Mr. D. P. Mhaiskar), Mrs. A. J. Mhaiskar (Wife of
Mr. J. D. Mhaiskar)
(Amount in `)
Related Party Transactions and Balances

Sr.
No.
Particulars
Enterprises owned or significantly

influenced by key management
personnel or their relatives
Key Management Personnel /

Relatives of Key Management
Personnel
2012-13
2011-12
2012-13
2011-12
a)
Related Party Transactions
Dividend paid
274,847,176
303,855,267
366,193,025
434,975,668
V. D. Mhaiskar
335,910,175
361,213,118
D. P. Mhaiskar
25,971,351
70,163,435
J. D. Mhaiskar
2,515
5,940
D. V. Mhaiskar
4,289,634
3,563,475
S. G. Kelkar
18,000
29,700
M. L. Gupta
1,350
248,112,720
272,511,581
V. D. Mhaiskar (HUF)
88
Financial
Statements
notes
(Amount in `)
Sr.
No.
Particulars
2012-13
2011-12
2012-13
2011-12
12,243,000
15,604,456
19,100,686
267,540
Aryan Construction
267,540
Ideal Toll and Infrastructure Private Limited
3
4
Repayment of short term borrowings
15,010,008
Aryan Constructions
15,010,008
1,758,006
1,380,000
D. P. Mhaiskar
320,000
260,000
V. D. Mhaiskar
483,562
435,000
J. D. Mhaiskar
220,000
180,000
D. V. Mhaiskar
329,500
310,000
M. L. Gupta
344,944
95,000
S. G. Kelkar
60,000
100,000
Director Remuneration
179,930,564
152,433,860
V. D. Mhaiskar
75,221,086
58,695,544
D. V. Mhaiskar
65,405,605
48,729,925
D. P. Mhaiskar
22,567,525
21,763,850
J. D. Mhaiskar
1,239,963
753,645
S. D. Mhaiskar
1,534,007
897,960
M. L. Gupta
13,962,378
21,592,936
Rent paid
2,160,000
2,754,000
V. D. Mhaiskar
2,160,000
2,754,000
Sr.
No.
Particulars
b)
Related party balances at the year end
Loan taken
Rideema Toll Private Limited
Rideema Enterprises
A. J. Mhaiskar
A. J. Tolls Private Limited
JDV Udyog
Anuya Enterprises
Other payable
Aryan Construction / V. D. Mhaiskar (HUF)
VCR Toll Services Private Limited
Limited

Personnel
11,130,000
Ideal Soft Tech Park Private Limited

2


(Amount in `)
Personnel
2012-13
2011-12
2012-13
2011-12
86,750,000
65,950,000
15,000,000
3,000,000
1,400,000
1,400,000
18,701,000
13,674,000
5,027,000
86,750,000
65,950,000
15,000,000
3,000,000
1,400,000
1,400,000
33,711,008
15,010,008
13,674,000
5,027,000
1,000,000
1,000,000
-
1,000,000
1,000,000
-
Annual Report
89
2012-13
notes
(Amount in `)
Sr.
No.
Particulars
Other receivable
Limited
Mobilisation advance given
Aryan Construction
Advance given
Jan Transport
Limited
Director sitting fees payable
D. P. Mhaiskar
V. D. Mhaiskar
J. D. Mhaiskar
D. V. Mhaiskar
M. L. Gupta
Rent Received in Advance
V. D. Mhaiskar
Due to director
V. D. Mhaiskar
D. V. Mhaiskar
M. L. Gupta
Dividend payable
V. D. Mhaiskar
D. P. Mhaiskar
J. D. Mhaiskar
4
5
7
8


Personnel
2012-13
140,495
140,495
2011-12
140,495
140,495
2012-13
-
2011-12
-
2,035,834,176
2,035,834,176
80,085
2,273
77,812
2,035,834,176
2,035,834,176
80,085
2,273
77,812
67,500
4,500
13,500
4,500
9,000
36,000
1,111,454
1,111,454
58,296,732
29,196,399
28,818,376
281,957
-
318,000
44,000
115,500
44,000
46,000
68,500
458,948
458,948
47,326,199
26,668,764
20,329,171
328,264
7,350
2,450
2,450
2,450
(Amount in `)
NOTE 35 : DISCLOSURE UNDER ACCOUNTING STANDARD (AS) 7

Sr.
No.
Particulars
(i)
Contract Revenue recognised as revenue in the period
(ii)
For Contracts that are in progress :
March 31, 2013
March 31, 2012
26,311,946,036
21,706,661,807
(a)
Aggregate amount of costs incurred upto the reporting date
58,352,725,780
40,237,822,553
(b)
Recognised profits (less recognised losses) upto the reporting

date
23,207,834,016
15,,927,379,067
(c)
Advances received from customer for contract work
Nil
Nil
(d)
Retention money
214,201,665
241,248,640
(iii)
Gross amount due from customers for contract work
Nil
31,168,419
(iv)
Gross amount due to customers for contract work
Nil
Nil
90
Financial
Statements
notes
NOTE 36 : RESURFACING EXPENSES
The Group has a contractual obligation to maintain, replace or restore infrastructure at the end of each concession period. The
Group has recognised the provision in accordance with Accounting Standard (AS) 29, Provision, Contingent Liabilities and
Contingent Assets i.e. at the best estimate of the expenditure required to settle the present obligation at the balance sheet date.
Resurfacing expenses are to be paid out at the end of the concession period.
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
2,432,747,135
2,432,747,135
Utilised / Reversed during the year
Unused amount reversed during the year
2,432,747,135
2,432,747,135
Opening balance
Obligation on new toll projects
Closing balance
The above provisions are based on current best estimation of expenses that may be required to fulfill the resurfacing obligation
at the end of the concession period. The actual expense incurred at the end of the concession period may vary from the above.
No reimbursements are expected from any sources against the above obligation.
(Amount in `)
NOTE 37 : EARNING PER SHARE (EPS)

Sr.
No.
Particulars
(i)
Net profit for calculation of basic EPS (profit after tax)
(ii)
Weighted average number of equity shares in calculating basic EPS

and diluted
(iii)
(iv)
March 31, 2013
March 31, 2012
5,566,660,308
4,959,962,235
332,364,110
332,364,110
Basic earning per share
16.75
14.92
Diluted earning per share
16.75
14.92
Annual Report
91
2012-13
notes
NOTE 38 : LEASES
Rent / lease payments under operating lease are recognised as an expense in the profit and Loss on a straight line basis over
the lease term.
(Amount in `)
Operating lease
Particulars
a)
March 31, 2013
March 31, 2012
Future lease rental payments under non-cancellable operating lease

are as follows:i)
Not later than one year
2,061,252
5,386,678
ii)
Later than one year and not more than five year
2,183,000
1,090,444
iii)
Later than five year
522,000
Nil
b)
Lease payment recognised in the statement of profit and loss ` 22,126,759/- (Previous year : ` 22,286,604/-).
c)
General description of the leasing agreement

i)
Leased assets accommodation for employees
ii)
Future lease rentals are determined on agreed terms
NOTE 39 : ACQUISITION OF SUBSIDIARY

During the current year, the Company has acquired 74% stake in MVR Infrastructure and Tollways Private Limited (MVR) (Previous year
acquired 100% stake in J J Patel Infrastructural and Engineering Private Limited (JJP) through subsidiary company MRMPL), thereby
making it subsidiary, the excess of purchase price over the net assets acquired has been recorded as Goodwill.
Transactions relating to Statement of Profit and Loss of the acquired entity have been included in the Consolidated statement of
profit and loss from the effective date of acquisition.
i)
Summary of post acquisition profits / losses (before tax) of the acquired entity included in the Consolidated statement of
profit and loss for the year ended March 31, 2013:
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
Revenue
227,395,875
Expenses
156,669,914
6,429,740
70,725,961
(6,429,740)
Profit / (loss) before tax
ii) The assets and liabilities of the acquired entity (excluding goodwill) included in the Consolidated Balance Sheet
as at March 31, 2013:
(Amount in `)
March 31, 2013
March 31, 2012
Assets
Particulars
2,427,793,134
64,714,484
Liabilities
2,590,163,362
54,550,845
92
Financial
Statements
notes
NOTE 40 : As per Article 25 of the respective Concession Agreement between IRBJD / IRBTA (the Concessionaires) and the
National Highways Authority of India (NHAI or the Grantor), the Concessionaires are entitled to receive Grant of ` 3,060,000,000/- and
` 2,160,000,000/- respectively (Previous year: ` Nil) for meeting the part of the project cost subject to the conditions laid down in the
concession agreement. As at March 31, 2013, the Concessionaires have received grant of ` 2,845,800,000/- and ` 2,030,000,000/- in
IRBJD and IRBTA respectively (Previous year: ` Nil). Also, IRBJD has accrued the balance of ` 214,170,000/- as receivable since the
conditions of the concession agreement related to grant have been met. The entire amount has been deducted from the cost of the
asset.
NOTE 41 : PREVIOUS YEAR FIGURES
Previous years figures have been regrouped / reclassified, wherever necessary, to confirm to current years classification.


per Hemal Shah

Partner
Deepali V. Mhaiskar
Director
Place: Mumbai
Date: May 15, 2013
Anil D. Yadav
Mehul Patel
Company Secretary
Annual Report
93
2012-13
INDEPENDENT AUDITOR'S REPORT
The Members of IRB Infrastructure Developers Limited
Report on the Financial Statements

We have audited the accompanying financial statements of
IRB Infrastructure Developers 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.
Managements 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 accounting principles generally accepted
in India, including the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 (the
Act). 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 auditors
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 Companys 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.
Report on Other Legal and Regulatory Requirements
1.
As required by the Companies (Auditors 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 and 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

and 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.
Place: Mumbai
Date: May 15, 2013
per Hemal Shah

Partner
94
Financial
Statements
Annexure referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of

our report of even date
(i)
The Company does not have any fixed assets and

therefore, the provisions of clause 4(i) (a) to (c) of the
Companies (Auditors Report) Order, 2003 (as amended)
are not applicable to the Company.
(ii)
The Company does not have any inventory and therefore

the provisions of clause 4(ii) (a) to (c) of the Companies
(Auditors Report) Order, 2003 (as amended) are not
applicable to the Company.
(iii)
(a)
(b)
(c)
(d)
maintained under Section 301 of the Companies

Act, 1956.
(e) According to information and explanation given to
us, the Company has not taken any loans, secured
or unsecured from companies, firms or other parties
covered in the register maintained under section
301 of the Companies Act, 1956. Accordingly, the
provisions of clause 4 (iii) (e) to (g) of the Companies
(Auditors Report) Order, 2003 (as amended) are
not applicable to the Company and hence not
commented upon.
The Company has granted unsecured loans to twenty

subsidiaries covered in the register maintained
under section 301 of the Companies Act, 1956. The
maximum amount involved during the year was Rs.
27,323,513,314 and the year-end balance of loans
granted to such parties was Rs. 19,502,102,461.
(iv)
The Company has made interest bearing loans to six

wholly owned subsidiaries/subsidiaries and interest
free loans to Eighteen subsidiaries/wholly owned
subsidiaries. In our opinion, the rates of interest
and other terms and conditions for interest bearing
loans are not prima facie prejudicial to the interest
of the Company. Having regard to managements
representation that the interest free loans are given
to subsidiaries from its own funds is in the interest
of the Companys business, the rate of interest for
such loans are considered as being not prima facie
prejudicial to the interest of the Company. In our
opinion, other terms of interest free loans are not
prima facie prejudicial to interest of the Company.
In our opinion and according to the information and

explanations given to us, there is an adequate internal
control system commensurate with the size of the
Company and the nature of its business for the sale of
services. The activities of the Company do not involve
purchase of inventory or fixed assets and sale of goods.
During the course of our audit, we have not observed any
major weakness or continuing failure to correct any major
weakness in the internal control system of the company
in respect of that area.
(v)
(a)
According to the information and explanations

provided by the management, we are of the opinion
that the particulars of contracts or arrangements
referred to in Section 301 of the Companies Act, 1956
that need to be entered into the register maintained
under Section 301 have been so entered.
(b)
In our opinion and according to the information and

explanations given to us, the transactions made in
pursuance of such contracts or arrangements and
exceeding the value of Rupees five lakhs have
been entered into during the financial year at prices
which are reasonable having regard to the prevailing
market prices at the relevant time.
Long term loans are interest free and are repayable

on demand after five years. The Company has
also granted interest free subordinated debt to
subsidiaries repayable on demand after consortium
loans and other dues thereon have paid in full. The
long term loans or subordinated debt are not due
as at March 31, 2013. The short term loans granted
to subsidiaries and interest, if any, are repayable
on demand. Based on audit procedures and the
information and explanations made available to
us, the amounts of such loans and any applicable
interest have been repaid by the subsidiaries as and
when demanded by the Company, and thus, there
has been no default on the part of the subsidiaries
to whom the money has been lent.
There is no overdue amount of loans granted to
companies, firms or other parties listed in the register
(vi)
The Company has not accepted any deposits from the public.
(vii) In our opinion, the Company has an internal audit system

commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account and
records maintained by the Company pursuant to the rules
made by the Central Government for the maintenance of
cost records under section 209 (1) (d) of the Companies
Act, 1956, related to road tolling business and road works
business, and are of the opinion that prima facie, the
prescribed accounts and records have been made and
maintained.
Annual Report
95
2012-13
(ix)
(a)
(b)
(c)
(x)
(xi)
The Company is regular in depositing with

appropriate authorities undisputed statutory dues
including provident fund, employees state insurance,
income-tax, wealth-tax, service tax, cess and other
material statutory dues applicable to it, though there
has been a slight delay in one case of service tax
and tax deducted at source each. As informed to
us, the Company has applied for VAT Registration in
the State of Gujarat and pending such registration
it has been unable to deposit such dues. There
are no dues payable to the investor education and
protection fund.
According to the information and explanations given
to us, no undisputed amounts payable in respect
of provident fund, income-tax, wealth-tax, service tax
and cess were outstanding, at the year end, for a
period of more than six months from the date they
became payable.
to us, there are no dues of income tax, wealth tax,
service tax, and cess which have not been deposited
on account of any dispute.
The Company has no accumulated losses at the end of

the financial year and it has not incurred cash losses in
the current and immediately preceding financial year.
Based on our audit procedures and as per the information
and explanations given by the management, we are
of the opinion that the Company has not defaulted in
repayment of dues to financial institutions or banks. The
Company has not issued any debentures.
(xii) According to the information and explanations given to

us and based on the documents and records produced
before us, the Company has not granted loans and
advances on the basis of security by way of pledge of
shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi
/ mutual benefit fund / society. Therefore, the provisions
of clause 4(xiii) of the Companies (Auditors Report) Order,
2003 (as amended) are not applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading
in shares, securities, debentures and other investments.
Accordingly, the provisions of clause 4(xiv) of the
Companies (Auditors Report) Order, 2003 (as amended)
are not applicable to the Company.
(xv) According to the information and explanations given to

us, the Company has given guarantee for loans taken
by subsidiaries from banks and financial institutions,
the terms and conditions whereof in our opinion are not
prima-facie prejudicial to the interest of the Company.
to us, the Company has not given any guarantee for
loans taken by any other party from bank or financial
institutions.
(xvi) Based on information and explanations given to us by the
management, term loans were applied for the purpose for
which the loans were obtained.
(xvii) According to the information and explanations given to us
and on an overall examination of the balance sheet of the
Company, we report that no funds raised on short-term
basis have been used for long-term investment.
(xviii) The Company has not made any preferential allotment
of shares to parties or companies covered in the register
maintained under section 301 of the Companies Act,
1956.
(xix) The Company did not have any outstanding debentures
during the year.
(xx) The Company has not raised any money by the way of
public issue during the year. Therefore the provisions of
clause 4(xx) of the Companies (Auditors Report) Order,
2003 (as amended) are not applicable to the Company.
(xxi) Based upon the audit procedures performed for the
purpose of reporting the true and fair view of the financial
statements and as per the information and explanations
given by the management, we report that no fraud on or
by the Company has been noticed or reported during the
year.
Place: Mumbai
Date: May 15, 2013
per Hemal Shah

Partner
96
Financial
Statements
balance sheet
as at March 31, 2013
(Amount in `)
Particulars
Notes
March 31, 2013
March 31, 2012
5
6
3,323,641,100
12,390,015,687
15,713,656,787
3,323,641,100
11,846,074,301
15,169,715,401
7
8
9
3,000,000,000
5,353,758,755
10,854,160
8,364,612,915
2,500,000,000
4,930,610,885
1,0,444,012
7,441,054,897
10
11
12
13
8,352,487,947
7,007,504,973
7,455,622,184
351,093,127
23,166,708,231
47,244,977,933
15,509,915,373
4,082,663,650
2,645,401,473
14,281,198
22,252,261,694
44,863,031,992
14
16
17
15,837,212,471
6,316,168
12,352,267,741
28,195,796,380
13,744,448,481
4,299,988
9,411,836,124
23,160,584,593
Current investments
Trade receivables
Cash and bank balances
Short-term loans and advances
Other current assets
15
18
19
20
21
TOTAL
Summary of significant accounting policies
571,942,803
1,273,912,771
8,832,468,167
8,258,684,179
112,173,633
19,049,181,553
47,244,977,933
85,530,394
491,582,214
10,228,281,707
10,784,879,451
112,173,633
21,702,447,399
44,863,031,992
EQUITY AND LIABILITIES

Shareholders Funds
Share capital
Reserves and surplus
Non-current liabilities
Long-term borrowings
Other long-term liabilities
Long-term provisions
Current liabilities
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions
TOTAL
ASSETS
Non-current assets
Non-current investments
Deferred tax assets
Long-term loans and advances
Current assets

per Hemal Shah

Partner
Deepali V. Mhaiskar
Director
Place: Mumbai
Date: May 15, 2013
Anil D. Yadav
Mehul Patel
Company Secretary
Annual Report
97
2012-13
STATEMENT OF PROFIT AND LOSS
(Amount in `)
Particulars
Notes
March 31, 2013
March 31, 2012
INCOME
Revenue from operations
22
20,324,110,654
12,498,104,366
Other income
23
1,859,451,486
1,461,442,221
22,183,562,140
13,959,546,587
TOTAL REVENUE (I)
EXPENSES
Contract and site expenses
24
17,811,143,721
10,723,142,369
Employee benefits expense
25
155,487,391
179,880,344
Other expenses
26
TOTAL EXPENSES (II)

EARNING BEFORE INTEREST AND TAX (EBIT) (I-II)
Finance costs
27
PROFIT BEFORE TAX
226,831,287
225,762,856
18,193,462,399
11,128,785,569
3,990,099,741
2,830,761,018
1,685,318,095
748,643,735
2,304,781,646
2,082,117,283
433,400,000
423,393,979
(2,016,180)
(622,329)
TAX EXPENSES
Current tax
Deferred tax
TOTAL TAX EXPENSE
PROFIT FOR THE YEAR
Earnings per equity share
431,383,820
422,771,650
1,873,397,826
1,659,345,633
5.64
4.99
5.64
4.99
34
[nominal value of share ` 10/- (Previous year : `10/-)]

Basic
Diluted


per Hemal Shah

Partner
Deepali V. Mhaiskar
Director
Place: Mumbai
Date: May 15, 2013
Anil D. Yadav
Mehul Patel
Company Secretary
98
Financial
Statements
CASH FLOW STATEMENT

(Amount in `)
March 31, 2013
March 31, 2012
2,304,781,646
2,082,117,283
Interest expense
1,672,576,471
739,285,752
Interest income
(840,295,516)
(832,050,301)
Dividend from subsidiaries
(997,364,507)
(599,519,530)
(20,962,957)
(27,336,389)
2,118,735,137
1,362,496,815
2,924,841,323
3,251,357,403
410,148
2,181,852
423,147,870
1,666,334,441
(703,084,690)
943,440,866
CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax
Adjustments for:
Dividend income on other investments
Operating profit/(loss) before working capital changes

Movement in working capital:
Increase/(decrease) in trade payables
Increase/(decrease) in long-term provisions
Increase/(decrease) in other long-term liabilities
Increase/(decrease) in other current liabilities
Increase/(decrease) in short-term provisions
6,053,567
(263,335)
Decrease/(increase) in short-term loans and advances
1,229,702,768
(184,483,193)
Decrease/(increase) in trade receivables
(782,330,557)
677,890,463
Decrease/(increase) in long-term loans and advances
(1,605,117)
1,206,825,832
Cash generated from/(used in) operations
5,215,870,449
8,925,781,144
Direct taxes paid (net of refunds)
(546,502,746)
(399,176,645)
4,669,367,703
8,526,604,499
(2,092,763,990)
(4,388,971,200)
Net cash flow from/(used in) operating activities
(A)
CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of non-current investments
Advances consideration for acquisition of shares in a subsidiary company
(288,600,000)
(1,553,039,546)
(1,632,481,603)
Proceeds from sale/maturity of current investments
1,066,627,137
2,014,132,620
Investment in bank deposits

(having original maturity of more than three months)
(115,931,999)
(493,330,969)
Proceeds from maturity of bank deposits

(having original maturity of more than three months)
513,192,210
189,682,997
Purchase of current investments
Interest received
840,295,516
832,571,606
Dividend received from subsidiary companies
997,364,507
1,098,610,830
20,962,957
27,336,389
(611,893,208)
(2,352,449,330)
Dividend received on other investments
Net cash from/(used in) investing activities
(B)
Annual Report
99
2012-13
CASH FLOW STATEMENT
(Amount in `)
March 31, 2013
March 31, 2012
CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from long-term borrowings
6,000,000,000
2,500,000,000
Proceeds from short-term borrowings
4,000,000,000
12,750,830,986
Repayment of short-term borrowings
(11,157,427,426)
(9,650,000,000)
Loan given to subsidiary companies
(21,102,932,398)
(43,099,557,580)
Repayments received for loans given to subsidiary companies
19,860,695,400
34,151,623,921
Interest paid (net)
(1,660,439,473)
(749,498,081)
(995,923,927)
(1,095,821,734)
(C)
(5,056,027,824)
(5,192,422,488)
Net increase/(decrease) in cash and cash equivalents (A+B+C)
(998,553,329)
981,732,681
Dividend paid on equity shares
Net cash from/(used in) financing activities

Cash and cash equivalents at the beginning of the year
1,530,693,650
548,960,969
Cash and cash equivalents at the end of the year
532,140,321
1,530,693,650
280,444
2,144,708
- In current accounts
137,006,206
526,723,023
- In deposit accounts with original maturity less than 3 months
391,859,349
1,000,000,000
2,994,322
1,825,919
532,140,321
1,530,693,650
Components of cash and cash equivalents

Cash on hand
Balances with scheduled banks:
- In unpaid dividend accounts (refer note 4 below)
Total Cash and cash equivalents (note 19)

Notes :
1. All figures in bracket are outflow.
2. Direct taxes paid are treated as arising from operating activities and are not bifurcated between investing and financing
activities.
3. The cash flow statement has been prepared under Indirect Method as per the Accounting Standard 3 Cash Flow
Statement as notified under the Companies (Accounting Standards) Rules, 2006 (as amended).
4. The Company can utilise the balances only towards settlement of the respective unpaid dividend.

per Hemal Shah

Partner
Deepali V. Mhaiskar
Director
Place: Mumbai
Date: May 15, 2013
Anil D. Yadav
Mehul Patel
Company Secretary
100
Financial
Statements
notes
Summary of significant accounting policies and other explanatory information for the year
ended March 31, 2013
NOTE 1 : CORPORATE INFORMATION
IRB Infrastructure Developers Limited (the Company) is a
public company incorporated in 1998 under the Companies
Act, 1956. During the year, the Company was engaged in
carrying out the construction works of its certain subsidiaries
as per EPC contract entered between the Company and
the subsidiaries and collection of toll from Toll Plaza as
per the contract entered with the regulatory authorities.
The Company is the holding company, with subsidiaries
engaged in development of various infrastructure projects.
NOTE 2 : 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 on an
accrual basis and under the historical cost convention.
The accounting policies adopted in the preparation of financial
statements are consistent with those of previous year.
NOTE 3 : SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES
3.01 Use of estimates
The preparation of financial statements in conformity with
(Indian GAAP) requires management to make estimates
and assumptions that affect the reported amounts of
revenue, expenses, assets and liabilities and disclosure
of contingent liabilities at the end of reporting period.
Although these estimates are based upon managements
best knowledge of current events and actions, uncertainity
about these assumptions and actual results could differ
from these estimates could result in the outcomes requiring
a material adjustment to the carrying amounts of assets or
liabilities in future periods.
3.02 Borrowing costs

Borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or
sale are capitalised as part of the cost of the respective asset.
All other borrowing costs are expensed in the period they
occur. Borrowing costs consists of interest and other cost that
an entity incurs in connection with the borrowing of funds.
3.03 Investments
Investments, which are readily realisable and intended
to be held for not more than one year from the date
on which such investments are made, are classified as
current investments. All other investments are classified
as long-term investments.
On initial recognition, all investments are measured at
cost. The cost comprises purchase price and directly
attributable acquisition charges such as brokerage,
fees and duties. If an investment is acquired, or partly
acquired, by the issue of shares or other securities, the
acquisition cost is the fair value of the securities issued.
Current investments are carried in the financial
statements at lower of cost and fair value determined on
an individual investment basis. Long-term investments
are carried at cost. However, provision for diminution
in value is made to recognise a decline other than
temporary in the value of the investments.
On disposal of an investment, the difference between its
carrying amount and net disposal proceeds is charged
or credited to the statement of profit and loss.
3.04 Revenue recognition

Revenue is recognised to the extent that it is probable
that the economic benefits will flow to the Company and
the revenue can be reliably measured. The following
specific recognition criteria must also be met before
revenue is recognised:
Construction contracts
Contract revenue associated with the construction of
road are recognised as revenue by reference to the
stage of completion of the projects at the balance sheet
date. The stage of completion of project is determined
by the proportion that contract cost incurred for work
performed upto the balance sheet date bears to the
estimated total contract costs.
Income from toll contracts

The income from toll contracts on operate, maintain and
transfer basis are recognised on actual collection of toll
revenue.
Interest
Revenue is recognised on a time proportion basis taking into
account the amount outstanding and the rate applicable.
Annual Report
101
2012-13
notes
each financial year. Obligation is measured at the
present value of estimated future cash flows using
discounted rate that is determined by reference
to market yields at the Balance Sheet date on
Government Securities where the currency and terms
of the Government Securities are consistent with the
currency and estimated terms of the defined benefit
obligation.
Dividends
Dividend income is recognised when the companys
right to receive dividend is established by the reporting
date.
3.05 Foreign currency translation

Foreign currency transactions
i)
ii)
iii)
Initial recognition
Foreign currency transaction are recorded in the
reporting currency, by applying to the foreign
currency amount the exchange rate between the
reporting currency and the foreign currency at the
date of transaction.
Conversion
Foreign currency monetary items are reported
using the closing rate. Non monetary items
which are carried in terms of historical cost
denominated in a foreign currency are reported
using the exchange rate at the date of the
transaction.
Exchange differences
Exchange differences arising on the settlement of
monetary items or on reporting companys monetary
items at rates different from those at which they were
initially recorded during the year, or reported in previous
financial statements, are recognised as income or as
expenses in the year in which they arise.
3.06 Leases
Leases in which the Company does not transfer
substantially all the risks and benefits of ownership
of the asset are classified as operating leases. Lease
payments under operating lease are recognised as an
expense in the statement of profit and loss on a straight
line basis over the lease term.
3.07 Retirement and other employee benefits

i)
Retirement benefits in the form of Provident Fund are

a defined contribution scheme and the contributions
are charged to the statement of profit and loss of the
year when the employee renders related services.
There are no other obligations other than the
contribution payable to the respective authorities.
ii)
Defined benefits plan

Gratuity liability is a defined benefit obligation which
is provided for, on the basis of an actuarial valuation
on projected unit credit method made at the end of
iii)
Leave encashment
As per the leave encashment policy of the
Company, the employees have to utilize their
eligible leave during the calendar year and
lapses at the end of the calendar year. Accruals
towards compensated absences at the end of
the financial year are based on last salary drawn
and outstanding leave absences at the end of the
financial year.
iv)
Actuarial gains / losses are immediately taken

to the statement of profit and loss and are not
deferred.
3.08 Income taxes

Tax expense comprises of current and deferred tax. Current
income tax is measured at the amount expected to be
paid to the tax authorities in accordance with the Income
Tax Act, 1961. Deferred income taxes reflects the impact of
current year timing differences between taxable income
and accounting income for the year and reversal of timing
differences of earlier years.
Deferred tax is measured based on the tax rates and
the tax laws enacted or substantively enacted at the
balance sheet date. Deferred tax assets and deferred
tax liabilities are offset, if legally enforceable right exists
to set-off current tax assets against current tax liabilities
and the deferred tax assets and deferred tax liabilities
related to the taxes on income levied by same governing
taxation laws. Deferred tax assets are recognised only to
the extent that there is reasonable certainty that sufficient
future taxable income will be available against which
such deferred tax assets can be realised. In situations
where the Company has unabsorbed depreciation
or carry forward tax losses, all deferred tax assets are
recognised only if there is virtual certainty supported by
convincing evidence that they can be realized against
future taxable profits.
At each balance sheet date the Company re-assesses
unrecognised deferred tax assets. It recognises
102
Financial
Statements
notes
unrecognised deferred tax assets to the extent that it
has become reasonably certain that sufficient future
taxable income will be available against which such
deferred tax assets can be realised.
The carrying amount of deferred tax assets are reviewed
at each reporting date. The company writes-down the
carrying amount of deferred tax asset to the extent that it
is no longer reasonably certain or virtually certain, as the
case may be, that sufficient future taxable income will
be available against which deferred tax asset can be
realised. Any such write-down is reversed to the extent
that it becomes reasonably certain or virtually certain, as
the case may be, that sufficient future taxable income
will be available.
3.11 Contingent liabilities

A contingent liability is a possible obligation that arises
from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain
future events beyond the control of the company or a
present obligation that is not recognised because it is not
probable that an outflow of resources will be required to
settle the obligation. A contingent liability also arises in
extremely rare cases where there is a liability that cannot
be recognised because it cannot be measured reliably.
The company does not recognise a contingent liability but
discloses its existence in the financial statements.
3.12 Cash and cash equivalents

Cash and cash equivalents for purpose of the cash flow
statements comprise cash at bank and in hand and short-term
investments with an original maturity of three months or less.
3.09 Earning Per Share (EPS)

Basic earnings per share are calculated by dividing the net
profit for the year attributable to equity shareholders by the
weighted average number of equity shares outstanding
during the year.
For the purpose of calculating diluted earnings per
share, the net profit for the year attributable to equity
shareholders and the weighted average number of
shares outstanding during the year are adjusted for the
effects of all dilutive potential equity shares.
3.10 Provisions
3.13 Measurement of EBIT

As permitted by the Guidance Note on the Revised Schedule
VI to the Companies Act, 1956, the Company has elected to
present earnings before interest and tax (EBIT) as a separate
line item on the face of the statement of profit and loss. The
Company measure EBIT on the basis of profit / (loss) from
continuing operations. In its measurement, the Company
does not include finance costs and tax expense.
NOTE 4 : SEGMENT REPORTING
A provision is recognised when an enterprise has a

present obligation as a result of past event; it is probable
that an outflow of resources will be required to settle the
obligation, in respect of which a reliable estimate can be
made. Provisions are not discounted to its present value
and are determined based on best estimate required to
settle the obligation at the balance sheet date. These
are reviewed at each balance sheet date and adjusted
to reflect the current best estimates.
As permitted by paragraph 4 of Accounting Standard-17,

Segment Reporting, notified by the Companies
(Accounting Standard) Rules, 2006 (as amended), if a
single financial report contains both consolidated financial
statements and the separate financial statements of the
parent, segment information need to be presented only on
the basis of the consolidated financial statements. Thus,
disclosure required by Accounting Standard- 17, Segment
Reporting are given in consolidated financial statements.
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
NOTE 5 : SHARE CAPITAL

Authorised shares
615,000,000 (Previous year 615,000,000) equity shares of `10/- each
TOTAL
6,150,000,000
6,150,000,000
6,150,000,000
6,150,000,000
Issued, subscribed and fully paid-up shares

332,364,110 (Previous year 332,364,110) equity shares of ` 10/- each
TOTAL
3,323,641,100
3,323,641,100
3,323,641,100
3,323,641,100
Annual Report
103
2012-13
notes
a.
Reconciliation of the shares outstanding at the beginning and at the end of the reporting year
Equity shares
Particulars
At the beginning of the year
Issued during the year
Outstanding at the end of the year
b.
March 31, 2012
March 31, 2013

No. of shares
Amount `
No. of shares
Amount `
332,364,110
3,323,641,100
332,364,110
3,323,641,100
332,364,110
3,323,641,100
332,364,110
3,323,641,100
Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of ` 10/- per share. Each holder of equity shares is
entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the
Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of
interim dividend.
During the year ended March 31, 2013, the amount of per share dividend recognised as distributions to equity shareholders
was ` 4.00 (Previous year : `1.80).
In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the
company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.
c.
Details of shareholders holding more than 5% shares in the Company

Particulars
March 31, 2012
March 31, 2013

No. of shares
No. of shares
Virendra D. Mhaiskar Jointly

with Deepali V. Mhaiskar
111,968,220
33.69%
111,968,220
33.69%
(Karta of V. D. Mhaiskar - HUF)
83,458,957
25.11%
82,671,146
24.87%
18,169,112
5.47%
HSBC Global Investment Funds A/c HSBC Global

Investment Funds Mauritius Limited
As per records of the Company, including its register of shareholders / members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
10,035,158,651
10,035,158,651
10,035,158,651
10,035,158,651
267,612,946
187,339,783
101,678,383
165,934,563
454,952,729
267,612,946
NOTE 6 : RESERVES AND SURPLUS

Securities premium account
Addition during the year
Closing balance (A)

General reserve
Add : amount transferred from surplus balance in
the statement of profit and loss
Closing balance (B)
104
Financial
Statements
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
1,543,302,704
648,155,180
Profit for the year
1,873,397,826
1,659,345,633
(997,092,330)
(598,263,546)
(332,364,110)
(187,339,783)
(165,934,563)
1,899,904,307
1,543,302,704
12,390,015,687
11,846,074,301
NOTE 6 : RESERVES AND SURPLUS (Contd.)

Surplus in the statement of profit and loss
Less : Appropriations
Interim equity dividend
(amount per share ` 3.00/- (Previous year : `1.80/-)
Proposed Interim equity dividend
(amount per share ` 1.00/- (Previous year : `Nil)
Transfer to general reserve
Net surplus in the statement of profit and loss (C)

Total reserves and surplus (A+B+C)
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
6,000,000,000
(3,000,000,000)
NOTE 7 : LONG-TERM BORROWINGS

Term loans
Indian rupee loan from banks (secured)
Less : current maturities expected to be settled within 12 month from
balance sheet date
3,000,000,000
2,500,000,000
2,500,000,000
Less : current maturities expected to be settled within 12 month from

balance sheet date
(2,500,000,000)
2,500,000,000
TOTAL
3,000,000,000
2,500,000,000
Indian rupee loan from financial institution (secured)
i)
Indian rupee term loan from banks of ` 6,000,000,000, carries interest at bank base rate plus applicable spread (1% to
1.50%) and secured by pledge of shares of its subsidiaries and subservient charge on the current assets of the Company to
the extent of 125% of the outstanding loan. Loan amounting to ` 3,000,000,000 is repayable in three quarterly installment of
` 1,000,000,000 each commencing from December 27, 2013. Loan amounting to ` 3,000,000,000 is repayable in six monthly
installments of ` 500,000,000 each commencing from February 28, 2014.
ii)
Indian rupee term loan from financial institutions of ` 2,500,000,000 (Previous year : ` 2,500,000,000) is secured by pledge
of shares of subsidiaries. The loan is repayable in five equal monthly installments of ` 500,000,000 each commencing from
November 15, 2013 and carries an interest rate of lenders benchmark rate plus spread i.e. 2.25% p.a. .
Annual Report
105
2012-13
notes
(Amount in `)
Particulars
March 31, 2013
NOTE 8 : OTHER LONG-TERM LIABILITIES

Mobilisation advance from customer (subsidiaries) (note 36)
Less : current portion which is expected to be settled
within 12 months from balance date
Guarantee margin payable (subsidiaries) (note 36)
Less : current portion which is expected to be settled
Retention money payable (subsidiaries) (note 36)
March 31, 2012
2,119,248,432
3,264,276,444
(601,025,562)
(2,170,776,444)
1,518,222,870
1,093,500,000
123,130,000
158,380,000
(105,870,000)
(139,545,000)
17,260,000
18,835,000
3,500,000,000
3,500,000,000
(To be retained till the end of defect liability period for project SPV)
Advance from customer (subsidiary) (note 36)
TOTAL
318,275,885
318,275,885
5,353,758,755
4,930,610,885
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
13,605,319
11,567,675
NOTE 9 : LONG-TERM PROVISIONS

Gratuity (note 13 & 28)
Less : Current portion
TOTAL
(2,751,159)
(1,123,663)
10,854,160
10,444,012
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
2,640,000,000
7,100,000,000
NOTE 10 : SHORT-TERM BORROWINGS

Short term loans from banks (secured)
Short term loans from bank (unsecured)
Bank overdraft (secured - repayable on demand) 3

TOTAL
2,000,000,000
5,712,487,947
6,409,915,373
8,352,487,947
15,509,915,373
8,352,487,947
13,509,915,373
2,000,000,000
The above amount includes

a)
Secured borrowings from banks
b)
Unsecured borrowings from banks
1.
Secured loans from various banks carry interest rates ranging from 11.50% to 12.00% p.a. (Previous year : 11.50% to 12.00%
p.a.). The loans are secured by subservient charge on the current assets of the company to the extent of 125% of the
outstanding loan and post dated cheques.
2.
Short-term unsecured loan taken from banks borrowed in financial year 2011-12 and repaid in current year carried interest
rate ranging from 12% to 12.50% p.a. (Previous year : 12.50% p.a.).
3.
Bank overdraft
The bank overdraft is secured against fixed deposits which are repayable on demand, interest rate varies from 10.80% to
10.92% p.a. (Previous year : 10.65% to 11.50% p.a.).
106
Financial
Statements
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
NOTE 11 : TRADE PAYABLES

Trade payables * (including subsidiaries) (note 36)
TOTAL
7,007,504,973
4,082,663,650
7,007,504,973
4,082,663,650
* There are no Micro, Small and Medium Enterprises as defined in the Micro, Small and Medium Enterprises Development Act,
2006 to whom the Company owes dues on account of principal amount together with interest and accordingly, no additional
disclosures have been made. The above information regarding Micro, Small and Medium Enterprises has been determined to
the extent such parties have been identified on the basis of information available with the Company. This has been relied upon
by the auditors.
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
- Indian rupee loan from banks
3,000,000,000
- Indian rupee loan from financial institutions
NOTE 12 : OTHER CURRENT LIABILITIES

Current maturities of long term borrowings
2,500,000,000
Mobilisation advance from customers (subsidiaries) (current portion) (note 8)
601,025,562
2,170,776,444
Advance from customers (subsidiary) (note 36)
940,336,412
Guarantee margin payable (subsidiaries) (current portion) (note 8)
105,870,000
139,545,000
29,328,311
17,191,313
102,638,698
2,994,322
1,825,919
23,223,446
141,827,036
15,000
15,000
165,300,000
62,012,966
60,985,489
Interest accrued but not due on borrowings

Book overdraft on account of issuance of cheques
Unclaimed dividend
(There are no amounts due for payment to the Investor Education and
Protection Fund under Section 205C of the Companies Act, 1956 as at the
year end)
Other payables
Payable to subsidiary (note 36)
Interest free deposit from vendor
Duties and taxes payable
- TDS payable
- Service tax payable
19,212
14,368,055
- Provident fund payable
944,765
944,745
- Profession tax payable
7,600
7,600
- Salary payable
5,740,675
4,973,658
- Bonus/ex-gratia payable
4,455,070
4,651,359
7,455,622,184
2,645,401,473
- VAT TDS payable
Employee benefits payable
TOTAL
Annual Report
107
2012-13
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
Provision for gratuity (note 9 and 28)
2,751,159
1,123,663
Provision for leave benefits
5,861,987
1,435,916
332,364,110
NOTE 13 : SHORT-TERM PROVISIONS

Other provisions
Proposed equity dividend
Provision for tax (net of advance tax payments)
TOTAL
10,115,871
11,721,619
351,093,127
14,281,198
(Amount in `)
Face
Value
No. of
Units
March
31, 2013
No. of
Units
March
31, 2012
100
6,099,700
610,702,613
6,099,700
610,702,613
Mhaiskar Infrastructure Private Limited
10
77,699,700
777,595,576
77,699,700
777,595,576
Modern Road Makers Private Limited
100
3,109,500
311,725,016
3,109,500
311,725,016
Aryan Toll Road Private Limited
100
4,499,750
450,875,286
4,499,750
450,875,286
ATR Infrastructure Private Limited
100
5,174,750
518,557,535
5,174,750
518,557,535
NKT Road & Toll Private Limited
100
800,000
80,000,000
800,000
80,000,000
IRB Infrastructure Private Limited
100
801,497
80,291,985
801,497
80,291,985
Thane Ghodbunder Toll Road Private Limited
10
22,199,700
222,072,010
22,199,700
222,072,010
IDAA Infrastructure Private Limited
10
87,172,800
871,728,000
87,172,800
871,728,000
Aryan Infrastructure Investments Private Limited
10
58,616,500
586,165,000
58,616,500
586,165,000
IRB Kolhapur Integrated Road Development

Company Private Limited
10 133,601,000
1,336,010,000
133,601,000
1,336,010,000
IRB Surat Dahisar Tollway Private Limited
10 459,757,799
4,652,727,990
459,757,799
4,652,727,990
Particulars
Trade investments
Unquoted equity instruments fully paid-up

Investment in subsidiaries
Ideal Road Builders Private Limited
Aryan Hospitality Private Limited
10
9,000
90,000
9,000
90,000
IRB Pathankot Amritsar Toll Road Private Limited
10
77,436,900
774,369,000
35,460,000
354,600,000
IRB Sindhudurg Airport Private Limited
10
9,999
99,990
9,999
99,990
IRB Talegaon Amravati Tollway Private Limited
10
36,445,000
364,450,000
32,198,000
321,980,000
IRB Jaipur Deoli Tollway Private Limited
10
97,490,000
974,900,000
78,047,001
780,470,010
IRB Goa Tollway Private Limited
10
31,140,000
311,400,000
31,140,000
311,400,000
IRB Tumkur Chitradurga Tollway Private Limited
10
111,067,000
1,110,670,000
47,632,499
476,325,000
IRB Westcoast Tollway Private Limited
10
10,000
100,000
108
Financial
Statements
notes
(Amount in `)
Particulars
Face
Value
No. of
Units
March
31, 2013
No. of
Units
March
31, 2012
801,600,000
1,000,000,000 100,000,000
1,000,000,000

(Contd.)
MVR Infrastructure and Tollways Private Limited
IRB Ahmedabad Vadodara Super Express Tollway
Private Limited
TOTAL (A)
10
5,113,527
10 100,000,000
15,836,130,001
13,743,416,011
Unquoted equity instruments fully paid-up

Investment in others
Indian Highways Management Company Limited
10
5,000
50,000
50,000
10
9,177
1,009,470
9,177
1,009,470
23,000
1,032,470
23,000
1,032,470
TOTAL (B)
Non-trade investments
Investment in equity instruments (quoted)

Union Bank of India
Government and trust securities (unquoted)

National savings certif icate
TOTAL (C)
TOTAL (A)+(B)+(C)
Aggregate amount of unquoted investments
Aggregate provision for diminution in value of
investments
15,837,212,471
13,744,448,481
1,009,470
2,000,586
15,836,203,001
-
1,009,470
2,163,937
13,743,439,011
-
(Amount in `)
Particulars
Face
Value
No. of
Units
March
31, 2013
No. of
Units
March
31, 2012
1,000
623
623,821
100
10
100
4,861,920
8,310,060
249,990
486,302,282
83,140,521
2,500,000
571,942,803
571,942,803
-
63,904
7,848,807
-
6,391,823
78,514,750
85,530,394
85,530,394
-
NOTE 15 : CURRENT INVESTMENTS

(Valued at cost or fair value whichever is less)
Unquoted mutual fund

DSP Merrill Lynch Liquid Plus Intl Plan - Daily
Dividend
ICICI Prudential M F Liquid Plan- Daily Dividend
LIC Nomura MF Savings Plus Fund - Daily Dividend
Union KBC Asset Allocation Fund - Growth
TOTAL
Aggregate amount of unquoted investments
Aggregate provision for diminution in value of investments
Annual Report
109
2012-13
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
- Gratuity
4,414,246
3,823,005
- Leave encashment
1,901,922
476,983
TOTAL
6,316,168
4,299,988
NOTE 16 : DEFERRED TAX ASSETS

Impact of expenditure charged to the statement of profit and loss
in the current year but allowed for tax purposes on payment basis
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
15,132,200
533,432,200
11,578,249,500
8,409,723,000
589,294,885
1,672,860,548
(123,094,885)
(1,206,660,548)
466,200,000
466,200,000
Loans to employees
12,795,469
12,368,922
Less : current portion which is expected to be realised

(8,709,428)
(9,887,998)
4,086,041
2,480,924
288,600,000
12,352,267,741
9,411,836,124
NOTE 17 : LONG-TERM LOANS AND ADVANCES

(Unsecured and considered good unless otherwise stated)
Loans and advances to related parties

Loans to subsidiaries (interest free) (note 36) *
Subordinated debt to subsidiaries (interest free) (note 36) **
Mobilisation advance to subsidiary (interest free) (note 36)
Less : current portion which is expected to be realised
Other advances for acquisition of shares in a subsidiary company

(secured)
TOTAL
* Loans to related parties
i)
Repayable after 5 year based on the availability of cash surplus. However, the Company demanded the repayment of part
of the above loan during the year which has been repaid by the subsidiaries.
** Subordinated debt
i)
Subordinated debt is the part of sponsors contribution from the Company to its subsidiary companies for the project. The
debt is unsecured and interest free as per Common Loan Agreement with the lenders; and
ii)
No repayment/redemption/interest servicing allowed from the subsidiaries during the moratorium period of the long term
project loan of the subsidiaries.
110
Financial
Statements
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
1,273,912,771
491,582,214
1,273,912,771
491,582,214
NOTE 18 : TRADE RECEIVABLES

Unsecured, considered good unless stated otherwise
- due for a period of less than six months
from subsidiary companies (note 36)
- exceeding six months from the date they are due for payment
from subsidiary companies (note 36)
TOTAL
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
280,444
2,144,708
NOTE 19 : CASH AND BANK BALANCES

Cash and cash equivalents
Cash on hand
Balances with banks
On current accounts
137,006,206
526,723,023
On fixed deposits with original maturity within 3 months
391,859,349
1,000,000,000
2,994,322
1,825,919
532,140,321
1,530,693,650
On unpaid dividend account
Other bank balances

Deposits with Original maturity more than 3 months but less than 12 months
255,986,281
603,185,280
7,851,352,742
7,850,000,000
82,387,581
224,352,550
110,601,242
20,050,227
Margin money deposit against bank guarantees Original maturity more than 3 months but less than 12 months
TOTAL
8,300,327,846
8,697,588,057
8,832,468,167
10,228,281,707
Deposits pledged against bank overdraft

Deposits with original maturity more than 12 months with carrying amount of ` 7,850,000,000/- (Previous year : ` 7,850,000,000/-)
are pledged against overdraft facility taken by the company.
Margin money deposits given as security

Margin money deposits with carrying amount of ` 192,988,823/- (Previous year : ` 244,402,777/-) are earmarked against bank
guarantees taken by the company and for subsidiaries of the company.
Annual Report
111
2012-13
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
Demand loans (interest free)
4,822,359,547
7,450,232,599
Demand loans (interest bearing)
3,086,361,214
1,866,477,664
123,094,885
1,206,660,548
10,160,308
38,568,885
47,750,000
163,171,000
45,000
480,843
32,912,348
30,734,579
140,495
140,495
NOTE 20 : SHORT TERM LOANS AND ADVANCES

Loans and advances to subsidiary companies (note 36)
Current maturities of long term mobilisation advances

Other receivable (reimbursement of expenses)
Deposits (Unsecured, considered good)

Bid security
Other deposits
Other loans and advances (Unsecured, considered good)

Mobilisation and other advance
Receivable from associate concern (note 36)
Others
Loans to employees (including current maturities)
Prepaid expenses
Advance income-tax (net of provision for tax)
TOTAL
8,709,428
9,887,998
1,188,001
4,058,885
125,962,953
14,465,955
8,258,684,179
10,784,879,451
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
NOTE 21 : OTHER CURRENT ASSETS

Interest accrued on fixed deposits
TOTAL
112,173,633
112,173,633
112,173,633
112,173,633
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
NOTE 22 : REVENUE FROM OPERATIONS

TOTAL
20,324,110,654
12,498,104,366
20,324,110,654
12,498,104,366
112
Financial
Statements
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
840,295,516
825,096,301
6,954,000
279,024
2,462,585
997,364,507
599,519,530
20,889,541
27,336,389
73,416
73,416
549,482
1,859,451,486
1,461,442,221
NOTE 23 : OTHER INCOME

Interest income on
- Bank deposits
- Others
Dividend income on
- Long term investment in subsidiaries
- Other long-term investments
Other non-operating income
TOTAL
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
17,618,123,339
10,502,843,929
6,992,304
24,445,275
NOTE 24 : CONTRACT AND SITE EXPENSES

Road construction and site expenses
- Road work
- Design
- Project monitoring
184,496,828
192,527,486
Others
1,531,250
3,325,679
TOTAL
17,811,143,721
10,723,142,369
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
144,635,346
166,883,701
NOTE 25 : EMPLOYEE BENEFITS EXPENSE

Salaries, wages and bonus
Contribution to provident fund (note 28)
5,922,642
5,281,325
Gratuity expenses (note 28)
2,037,644
2,528,573
Staff welfare expenses
2,891,759
5,186,745
155,487,391
179,880,344
TOTAL
Annual Report
113
2012-13
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
276,149
3,412,615
434,800
1,167,819
35,658
1,295,040
95,188,473
1,766,916
230,476
2,692,885
1,789,433
823,766
3,827,679
1,516,553
73,149,014
3,467,323
12,438,000
5,759,638
397,182
17,161,868
226,831,287
1,712,985
18,290,078
554,400
1,305,809
311,139
1,047,230
64,444,536
4,255,233
421,158
3,254,938
2,141,515
807,840
4,551,623
1,320,000
79,723,141
3,297,964
757,000
13,465,433
186,483
23,914,351
225,762,856
2,043,080
1,303,376
1,103,000
1,985,410
120,867
3,467,323
168,515
41,039
3,297,964
NOTE 26 : OTHER EXPENSES

Power and fuel
Sub-contracting expenses
Rent
Rates and taxes
Insurance
Repairs and maintenance (others)
Advertisement expenses
Travelling and conveyance
Vehicle expenses
Communication costs
Membership and subscription fees
Conference expenses
Printing and stationery
Legal and professional expenses
Auditors remuneration (refer details below)
Donations
Tender fees
Miscellaneous expenses
Bank charges
TOTAL
Payment to Auditors (including service tax)

As auditor
Audit fee
Limited review
In other capacity
Certification services
TOTAL
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
NOTE 27 : FINANCE COSTS

Interest on term loan from banks and financial institutions
Less : Interest on loans given to subsidiaries
Net interest on term loan from banks and financial institutions
Interest on overdraft from banks
Other borrowing cost
TOTAL
1,348,578,097
715,338,628
275,295,725
569,691,689
1,073,282,372
145,646,939
599,294,099
593,638,813
12,741,624
9,357,983
1,685,318,095
748,643,735
114
Financial
Statements
notes
NOTE 28 : GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS
(a) Defined contribution plan
Amount recognised as an expense in statement of profit and loss ` 5,922,642 (Previous year ` 5,281,325) on account of
provident fund . There are no other obligations other than the contribution payable to the respective authorities.
(b) Defined benefit plan

The Company has a unfunded defined benefit gratuity plan. Every employee who has completed five years or more of
service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service as per the
provision of the Payment of Gratuity Act, 1972 with total ceiling on gratuity of ` 1,000,000/-.
The following tables summaries the components of net benefit expense recognised in the statement of profit and loss and
the funded status and amounts recognised in the balance sheet for the gratuity plan.
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
733,673
974,380
329,591
2,037,644
651,192
762,749
1,114,632
2,528,573
13,605,319
13,605,319
11,567,675
11,567,675
11,567,675
733,673
974,380
329,591
13,605,319
9,039,102
651,192
762,749
1,114,632
11,567,675
2,751,159
10,854,160
13,605,319
1,123,663
10,444,012
11,567,675
Statement of profit and loss

Net employee benefit expense recognised in the employee cost
Interest cost on defined benefit obligation
Expected return on plan assets
Net actuarial losses/(gains) recognised in the year
Past service cost
Net benefit expense

Balance sheet
Benefit asset / liability
Fair value of plan assets
Present value of defined benefit obligation
Less : Unrecognised past service cost
Plan (asset)/liability
Changes in the present value of the defined benefit obligation
are as follows:
Opening defined benefit obligation
Interest cost
Actuarial losses/(gain) on obligation
Past service cost
Benefits paid
Closing defined benefit obligation

Net liability is bifurcated as follows :
Current
Non-current
Net liability
Annual Report
115
2012-13
notes
(Amount in `)
Particulars
March 31, 2013
March 31, 2012
The principal assumptions used in determining gratuity benefit obligation for the companys plans are shown
below:
Discount rate
8.00%
Expected rate of return on plan assets (p.a.)
0.00%
0.00%
Salary escalation rate (p.a.)
7.00%
10% for first year and

7% thereafter

Mortality

Mortality
(2006-08)
(1994-96)
Mortality pre-retirement
8.30%
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors, such as supply and demand in the employment market.
The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the
period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to
change in the market scenario.
The gratuity liabilities of the company are unfunded and hence there are no assets held to meet the liabilities.
Amounts for the current and previous four period are as follows:
(Amount in `)
Particulars
March 31, 2013 March 31, 2012 March 31, 2011 March 31, 2010 March 31, 2009
Gratuity
Plan assets
13,605,319
11,567,675
9,039,102
4,624,411
3,051,078
(13,605,319)
(11,567,675)
(9,039,102)
(4,624,411)
(3,051,078)
Experienced adjustments on
plan liabilities
67,634
1,202,067
(245,789)
1,204,360
(103,390)
Experienced adjustments on
plan assets
Surplus / (deficit)
116
Financial
Statements
notes
(Amount in `)
NOTE 29 : DISCLOSURE UNDER ACCOUNTING STANDARD (AS) 7

Sr.
No.
Particulars
(i)
Contract revenue recognised as revenue in the period
(ii)
For Contracts that are in progress :

(a) Aggregate amount of costs incurred upto the reporting date
March 31, 2013
March 31, 2012
20,324,110,654
12,498,104,366
30,357,070,633
12,680,379,855
(b) Recognised profits (less recognised losses) upto the reporting

date
5,129,210,975
2,481,791,100
(c) Advances received from customer for contract work
1,025,748,432
2,170,776,444
(d) Retention money

(iii)
Gross amount due from customers for contract work
(iv)
Gross amount due to customers for contract work
1,273,912,771
491,582,214
(Amount in `)
NOTE 30 : EXPENDITURE IN FOREIGN CURRENCY (ON ACCRUAL BASIS)

Sr.
No.
Particulars
(i)
Travelling expenses
March 31, 2013
March 31, 2012
232,800
243,750
(ii)
Professional fees
183,770
(iii)
Staff welfare
272,171
(iv)
Corporate membership fees
101,224
NOTE 31 : COMMITMENTS
a)
The company has commitments related to further investment as sponsor contribution to the project in the following
subsidiaries:
(Amount in `)
Sr.
No.
Subsidiaries
(i)
(ii)
(iii)
(iv)
(v)
IRB Ahmedabad Vadodara Super Express Tollway Private Limited

TOTAL
b)
March 31, 2013
March 31, 2012
307,730,000
445,356,500
2,046,017,000
1,282,509,990
888,660,000
2,157,350,000
11,850,000,000
11,850,000,000
13,184,016,500
17,643,606,990
The company has the following commitments in lieu of transferring Central Governments User Fee collection rights of
the national highways or bridges :
(Amount in `)
Particulars
National Highways Authority Of India
March 31, 2013
March 31, 2012
401,311,476
Annual Report
117
2012-13
notes
(Amount in `)
NOTE 32 : CONTINGENT LIABILITIES (TO THE EXTENT NOT PROVIDED FOR)

Sr.
No.
Particulars
(i)
Amount outstanding in respect of guarantees given by the

Company to Banks for loans to subsidiaries
(ii)
Guarantees given to others for subsidiaries
(iii)
Guarantees and counter guarantees on behalf of subsidiaries given

by the Company
March 31, 2013
March 31, 2012
67,638,214,041
51,073,626,618
1,096,817,399
1,576,375,000
2,762,884,945
3,846,747,945
The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made
in respect thereof.
NOTE 33 : LEASES
Rent / lease payments under operating lease are recognised as an expense in the statement of profit and loss on a straight line basis
over the lease term.
Operating lease
a)
Future lease rental payments

(Amount in `)
Sr.
No.
Particulars
(i)
March 31, 2013
March 31, 2012
Not later than one year
251,000
(ii)
Later than one year and not more than five year
(iii)
Later than five year
b)
Lease payment recognised in the statement of profit and loss
434,800
554,400
c)
General description of the leasing agreement
(i)
Leased assets accommodation for employees
(ii)
Future lease rentals are determined on agreed terms and cancellation with one month notice period.
(Amount in `)
NOTE 34 : EARNING PER SHARE (EPS)

Sr.
No.
Particulars
(i)
Net profit for calculation of basic EPS (profit after tax)
(ii)
Weighted average number of equity shares in calculating basic

EPS and diluted
(iii)
(iv)
March 31, 2013
March 31, 2012
1,873,397,826
1,659,345,633
332,364,110
332,364,110
Basic earning per share
5.64
4.99
Diluted earning per share
5.64
4.99
Financial
Statements
118
notes
NOTE 35 : PARTICULARS IN RESPECT OF LOANS AND ADVANCES IN THE NATURE OF LOANS AS REQUIRED BY
CLAUSE 32 OF THE LISTING AGREEMENT
(Amount in `)
Particulars
A)
Balances as
on March
31, 2013
Maximum
balance
Outstanding
during the
year
Balances
as on March
31, 2012
Maximum
balance
Outstanding
during the
year
Loan given to Subsidiaries

a)
b)
c)
Long-term loans (interest free)

1
15,132,200
15,132,200
15,132,200
15,132,200
18,300,000
18,300,000
149,400,000
500,000,000
500,000,000
500,000,000
1,173,105,000
1,173,105,000
1,173,105,000
1,173,105,000
Subordinated debt (interest free)

1
2,924,850,000
2,924,850,000
1,836,820,000
1,836,820,000
IRB Pathankot Amritsar Tollway Private

Limited
2,326,274,500
2,326,274,500
1,145,383,000
1,145,383,000
IRB Talegaon Amravati Tollway Private

Limited
1,093,350,000
1,093,350,000
828,090,000
828,090,000
IRB Tumkur Chitradurga Tollway Private

Limited
1,110,670,000
1,110,670,000
476,325,000
476,325,000
IRB Ahmedabad Vadodara Super Express

Tollway Private Limited
2,950,000,000 2,950,000,000
2,950,000,000
2,950,000,000
Short-term demand loans (interest free)

1
Aryan Infrastructure Investments Private

Limited
181,625,103
181,625,103
119,472,927
119,472,927
1,000,000
3,200,000
4,700,000
1,000,000
1,000,000
1,000,000
50,000
50,000
210,953,241
210,953,241
10,124,847
181,923,772
295,000,000
434,000,000
434,000,000
559,000,000
IRB Kolhapur Integrated Road

Development Company Private Limited

10
11
12
13
3,000,000
50,000
566,224,126
566,224,126
227,467,900
227,467,900
33,610,077
574,744,000
68,550,000
68,550,000
2,680,000,000
5,472,174,925
5,472,174,925
5,570,000,000
847,772,000
1,127,942,000
1,117,442,000
1,117,442,000
6,125,000
6,125,000
706,930,010
4,700,000
15,132,200
Annual Report
119
2012-13
notes
NOTE 35 : PARTICULARS IN RESPECT OF LOANS AND ADVANCES IN THE NATURE OF LOANS AS REQUIRED BY
CLAUSE 32 OF THE LISTING AGREEMENT (Contd.)
(Amount in `)
Particulars
d)
B)
Balances as
on March
31, 2013
Maximum
balance
Outstanding
during the
year
Balances
as on March
31, 2012
Maximum
balance
Outstanding
during the
year
239,300,000
14
20,000,000
15
8,000,000
16
MMK Toll Road Private Limited
2,500,000
480,620,354
486,485,250
200,354,301
1,031,982,446
7,886,881
240,162,925
162,193,860
1,413,458,760
Short-term demand loans (interest bearing)

1
IRB Pathankot Amritsar Toll Road Private

Limited

Limited
351,924,619
501,444,411
150,715,432
176,325,148

Limited
315,727,419
315,727,419
1,368,558,136
MVR Infrastructure & Tollways Private

Limited
972,920,143
972,920,143
957,281,798
4,089,353,071
1,353,214,071
8,623,500,740
970,831,767
589,294,885
1,672,860,548
1,672,860,548
2,451,688,322
Mobilisation advance given to subsidiary

120
Financial
Statements
notes
NOTE 36 : RELATED PARTY DISCLOSURES
a) (i)
Current year
Names of related parties and description of relationship:
Description of relationship
Names of related parties
Subsidiaries
MRM Cement Private Limited
J. J. Patel Infrastructural and Engineering Private
Limited
Private Limited
IRB Westcoast Tollway Private Limited (w.e.f. August
22, 2012)
MVR Infrastructure and Tollways Private Limited (w.e.f.
October 01, 2012)
Mr. V. D. Mhaiskar
Mr. M. L . Gupta
Relatives of Key Management Personnel
Mrs. D. V. Mhaiskar (Wife of Mr. V. D. Mhaiskar)

Mr. D. P. Mhaiskar (Father of Mr. V. D. Mhaiskar)
(Only with whom there have been transaction during the year
/ there was balance outstanding at the year end)
Enterprises owned or significantly influenced by key

management personnel or their relatives
(Only with whom there have been transaction during the year /
there was balance outstanding at the year end)

MEP Infrastructure Developers Private Limited
Mr. V. D. Mhaiskar (HUF)
Annual Report
121
2012-13

a) (ii)
Previous year
Names of related parties and description of relationship:
Description of relationship
Subsidiaries
Names of related parties

MRM Cement Private Limited
J. J. Patel Infrastructural and Engineering Private
Limited
Private Limited
Mr. V. D. Mhaiskar
Mr. M. L . Gupta
Relatives of Key Management Personnel

(Only with whom there have been transaction during the year
/ there was balance outstanding at the year end)
Enterprises owned or significantly influenced by key

management personnel or their relatives
(Only with whom there have been transaction during the year /
there was balance outstanding at the year end)
Mrs. D. V. Mhaiskar (Wife of Mr. V. D. Mhaiskar)

Mr. D. P. Mhaiskar (Father of Mr. V. D. Mhaiskar)

Limited
TOTAL
Dividend income on long term investment
TOTAL
Operating expenses
TOTAL
Director remuneration paid
Mr. M. L . Gupta
TOTAL
Director sittings fees paid
Mrs. D. V. Mhaiskar
Mr. D. P. Mhaiskar
TOTAL
Dividend paid
Mr. V. D. Mhaiskar
Mr. M. L . Gupta
Mrs. D. V. Mhaiskar
Mr. D. P. Mhaiskar
Ideal Toll and Infrastructure Private
Limited
TOTAL
Sr.
Particulars
No.
b) Related party transactions
Subsidiaries
12,498,104,366
20,324,110,654
17,485,201,647 10,479,622,840
17,485,201,647 10,479,622,840
419,578,380
179,941,150
599,519,530
3,415,129,809
6,053,842,352
-
3,742,854,274
7,263,999,756
2,475,235,564
555,164,357
332,405,550
109,794,600
997,364,507
3,029,132,205
2011-12
6,842,021,060
2012-13
335,909,010
335,907,660
1,350
-
13,962,378
13,962,378
2012-13
361,207,178
361,207,178
-
1,162,500
1,162,500
2011-12
30,258,470
4,289,634
25,968,836
-
120,000
100,000
220,000
2012-13
73,720,970
3,563,475
70,157,495
-
100,000
80,000
180,000
2011-12
Relatives of Key
Management Personnel
274,847,176
11,130,000
248,112,720
15,604,456
303,855,267
12,243,000
272,511,581
19,100,686
(Amount in `)
Enterprises owned or
signif icantly inf luenced by
key management personnel
or their relatives
2012-13
2011-12
122
Financial
Statements
notes
10
Interest received on unsecured loan

Limited
Limited
Limited
MVR Infrastructure and Tollways Private
Limited
TOTAL
Long-term loans (interest free) given
Thane Ghodbunder Toll Road Private
Limited
TOTAL
Subordinated debt (interest free) given
Limited
Limited
Limited
TOTAL
Short-term demand loans ( interest free)
given
Sr.
Particulars
No.
Subsidiaries
569,691,689
275,295,725
320,825,000
2,950,000,000
7,673,433,000
634,345,000
3,168,526,500
9,450,000
239,300,000
6,139,980
770,950,000
265,260,000
62,152,176
-
1,179,205,000
1,564,470,000
887,983,000
1,088,030,000
1,180,891,500
533,432,200
7,744,603
98,800,000
365,980,105
65,390,158
212,239,209
8,636,022
15,132,200
18,300,000
500,000,000
5,966,305
18,316,919
4,700,000
94,100,000
-
57,048,741
35,269,430
40,036,950
2011-12
17,720,059
10,638,913
2012-13
2012-13
2011-12
2012-13
2011-12
Relatives of Key
(Amount in `)
or their relatives
2012-13
2011-12
Annual Report
2012-13
123
notes
12
11

Limited
TOTAL
Short-term demand loans (interest
bearing) given
Limited
Limited
Limited
Limited
TOTAL
Long-term loans (interest free) repayment
received
TOTAL
Sr.
Particulars
No.
53,688,513
20,737,312,991
25,972,931,815
979,175,540
11,116,368,439
14,951,900,102
361,298,143
352,684,999
4,700,000
112,400,000
500,000,000
617,100,000
871,289,501
8,996,243,907
2,883,705,796
936,571,000
5,570,000,000
1,190,042,000
-
1,007,700,000
105,350,000
84,625,000
2,628,942,667
1,320,400,000
68,550,000
516,894,000
886,241,125
680,858,999
2011-12
93,740,683
4,700,000
8,000,000
10,403,344
1,561,500,000
2,500,000
4,450,000
227,467,900
Subsidiaries
2012-13
3,200,000
50,000
200,828,394
555,000,000
3,000,000
344,906,226
2011-12
-
2012-13
-
2012-13
-
2011-12
-
Relatives of Key
(Amount in `)
or their relatives
2012-13
2011-12
-
124
Financial
Statements
notes
15
14
13
Subordinated debt (interest free)

repayment received
TOTAL
Short-term demand loans (interest free)
repayment received
Limited
TOTAL
Short-term demand loans (interest
bearing) repayment received
Limited
Limited
Limited
Limited
TOTAL
Sr.
Particulars
No.
Subsidiaries
1,542,568,143
1,034,423,152
-
14,000,000
11,703,316,000
21,301,370,062
13,980,557,165 29,705,221,890
44,730,000
728,290,704
4,970,656,750
5,511,578,848
751,847,040
2,394,811,089
72,600,000
713,069,990
3,799,874,925
375,020,000
78,500,000
2,724,277,049
2,374,292,780
551,833,923
2012-13
2012-13
2011-12
Relatives of Key
(Amount in `)
or their relatives
2012-13
2011-12
2012-13
2011-12
621,923,125
844,741,000
21,632,200
239,300,000
8,000,000
4,700,000
182,043,471
1,327,500,000
2,500,000
4,500,000
-
6,100,000
6,100,000
2011-12
3,200,000
694,000,000
3,000,000
6,150,000
2012-13
Annual Report
125
notes
17
16
Share application money given

Limited
Limited
Limited
TOTAL
Equity share allotment
Limited
Limited
Limited
TOTAL
Sr.
Particulars
No.
Subsidiaries
389,990,000
476,225,000
4,388,971,200
42,470,000
194,429,990
634,345,000
100,000
1,291,113,990
4,200,851,200
100,000
1,291,113,990
419,769,000
389,990,000
320,825,000
194,429,990
634,345,000
2,041,578,000
1,000,000,000
42,470,000
419,769,000
481,178,200
2,041,578,000
1,000,000,000
448,458,200
2011-12
2012-13
2012-13
2011-12
2012-13
2011-12
Relatives of Key
(Amount in `)
or their relatives
2012-13
2011-12
126
Financial
Statements
notes
18
Expenses incurred on behalf of

(reimbursement)
Limited
Aryan Infrastructure Investments Private
Limited
Limited
Limited
Limited
MVR Infrastructure and Tollways Private
Limited
TOTAL
Sr.
Particulars
No.
Subsidiaries
436,703
454,815
2,331,177
3,518,466
101,609
3,899,788
191,260
159,380
144,150
159,350
2,392,745
3,747,944
166,695
78,696
3,504,679
3,156,306
22,356,142
487,270
285,617
159,350
72,330,354
120,062,496
31
913,190
3,498,443
1,573,430
63,205
65,328
274,719
629,979
31
248
1,563,190
88,445,433
300,156
1,915,849
108,141,268
2011-12
180,645
174,358
63,190
4,592,419
1,016,392
1,703,379
93,054
1,074,599
2012-13
2012-13
2011-12
2012-13
2011-12
Relatives of Key
(Amount in `)
or their relatives
2012-13
2011-12
Annual Report
2012-13
127
notes
21
20
19
Expenses incurred on our behalf by

(reimbursement)
Limited
TOTAL
Guarantee (Bank) margin received
Limited
TOTAL
Guarantee (Bank) margin repaid
Limited
Limited
TOTAL
Sr.
Particulars
No.
Subsidiaries
8,900,000
11,775,000
19,800,000
10,390,000
50,865,000
210,000
17,625,000
42,835,000
55,240,000
7,585,000
25,000,000
1,900,000
-
50,000
4,500,000
695,568
39,012,389
133,824
93,732,267
210,000
53,130,000
11,921
3,035,000
-
300,000
8,250,779
642,000
23,486,303
5,625,818
2011-12
12,249
93,586,194
-
2012-13
2012-13
2011-12
2012-13
2011-12
Relatives of Key
(Amount in `)
or their relatives
2012-13
2011-12
128
Financial
Statements
notes
Mobilisation advance from customer (subsidiaries)
TOTAL
6,993,697,346
6,993,697,346
1,258,612,297
4,034,893,122
4,034,893,122
318,275,885
318,275,885
3,500,000,000
3,500,000,000
158,380,000
14,175,000
25,000,000
17,625,000
6,730,000
38,510,000
210,000
53,130,000
3,000,000
3,264,276,444
598,960,408
842,388,539
729,427,497
1,093,500,000
2011-12
2012-13
2011-12
2012-13
2011-12
Enterprises Owned or
or their relatives
(Amount in `)
2012-13
Trade payable
TOTAL
318,275,885
940,336,412
3,500,000,000
3,500,000,000
123,130,000
4,500,000
50,000
Advance from customer
TOTAL
TOTAL
14,175,000
6,730,000
3,035,000
38,510,000

Limited
3,000,000
53,130,000
Guarantee margin payable
2,119,248,432
39,493,688
TOTAL
158,359,232
15,537,335
812,358,177
2012-13
Subsidiaries
1,093,500,000
Particulars
Sr.
No.

Limited
Related party outstanding balances at the year end
c)
Annual Report
129
notes
1,110,670,000
2,950,000,000

Limited
210,953,241
295,000,000
566,224,126
33,610,077
IRB Kolhapur Integrated Road Development Company

Private Limited

Limited
50,000
1,000,000
181,625,103
Short-term demand loans ( interest free) given
11,578,249,500
1,093,350,000
TOTAL
2,326,274,500
1,173,105,000
2,924,850,000
Subordinated debt (interest free) given
15,132,200
TOTAL
15,132,200
23,223,446
17,625,000
Long-term loans (interest free) given
TOTAL
M. L . Gupta
210,000
2012-13
Other payable
2011-12
68,550,000
227,467,900
434,000,000
10,124,847
1,000,000
119,472,927
8,409,723,000
2,950,000,000
476,325,000
828,090,000
1,145,383,000
1,836,820,000
1,173,105,000
533,432,200
500,000,000
18,300,000
15,132,200
141,827,036
141,827,036
Subsidiaries
5,388,446
Particulars
Sr.
No.
c)
281,957
281,957
2012-13
328,264
328,264
2011-12
2012-13
2011-12
or their relatives
(Amount in `)
130
Financial
Statements
notes
13
12
11
10
972,920,143
957,281,798
MVR Infrastructure & Tollways Private Limited
2,947,432
4,490,914
806,113
1,374,002
3,639,404
4,490,914
177,272
742,908
491,582,214
219,829,001
71,200,923
200,552,290
1,672,860,548
1,672,860,548
1,866,477,664
1,353,214,071
150,715,432
162,193,860
200,354,301
7,450,232,599
1,117,442,000
5,472,174,925
2011-12
2012-13
2011-12
(Amount in `)
2012-13
2011-12
or their relatives
2012-13

Private Limited

Limited
Other receivable
1,273,912,771
132,241,190
TOTAL
598,029,840

Limited
543,641,741
TOTAL
Trade receivables
589,294,885
589,294,885
Mobilisation advance given
3,086,361,214
315,727,419
TOTAL
351,924,619
7,886,881
480,620,354
4,822,359,547
6,125,000
847,772,000
Short-term demand loans (interest bearing) given
TOTAL
2012-13
Subsidiaries
2,680,000,000
Particulars
Sr.
No.
c)
Annual Report
131
notes
14
8,121,489,690
4,000,000,000
7,267,048,365
2,617,482,128
4,932,745,000
12,756,585,672

Private Limited

Limited

71,060,516,385
8,766,035,995
MVR Infrastructure and Tollways Private Limited
TOTAL
1,003,750,000
1,320,428,286
1,000,000
9,144,198,474
5,089,727,496
10,020,645
709,893,655
8,320,645
5,311,790,334
10,160,308
1,915,849
Guarantees given
TOTAL
IRB West Coast Tollway Private Limited
2012-13
2011-12
3,144,385
55,952,104,978
9,800,739,946
13,392,685,315
1,062,600,000
2,630,810,090
5,217,974,758
3,126,276,374
4,826,652,450
5,950,542,450
5,471,989,996
596,231,655
10,020,645
8,320,645
3,857,260,654
38,568,885
25,000,000
Subsidiaries
Particulars
Sr.
No.
c)
2012-13
2011-12
140,495
140,495
2012-13
140,495
140,495
2011-12
or their relatives
(Amount in `)
132
Financial
Statements
notes
Annual Report
133
2012-13
notes
NOTE 37 : PREVIOUS YEAR FIGURES
Previous years figures have been regrouped/reclassified, wherever necessary, to confirm to current years classification.


per Hemal Shah

Partner
Deepali V. Mhaiskar
Director
Place: Mumbai
Date: May 15, 2013
Anil D. Yadav
Mehul Patel
Company Secretary
Financial
Statements
134
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY
COMPANIES:
Sr.
No.
Name of the subsidiary company
Financial year of the subsidiary company ended on
Number of Shares in the subsidiary company held by company at

the above date - Equity shares
Extent of Holding (%)
The net aggregate of profits, less losses, of the subsidiary company

so far as it concerns the members of Company (Amount in `)
(i)
(ii)
Ideal Road
Builders
Private
Limited
Modern
Road Makers
Private
Limited
Thane
Ghodbunder
Toll Road
Private
Limited
IDAA
Infrastructure
Private
Limited
Mhaiskar
Infrastructure
Private
Limited
31.03.2013
31.03.2013
31.03.2013
31.03.2013
31.03.2013
6,099,700
3,109,500 ^
29,999,700 **
198,120,000 **
104,999,700 **
100.00
100.00
100.00
100.00
100.00
109,794,600
415,429,200
N.A.
N.A.
750,222,858
741,113,550
N.A.
N.A.
N.A.
1,918,350,018
Dealt with in the accounts of Company amounted to :(a)
for the subsidiarys financial year ended March 31, 2013
(b)
for previous financial years of the subsidiary since it

became subsidiary of company
Not dealt with in the accounts of company amounted to :

(a)
(b)
for previous f inancial years of the subsidiary since it

395,849,248
2,277,070,965
8,934,400
103,716,308
925,178,148
1,801,648,810
5,231,438,948
225,508,927
(147,181,643)
1,174,285,659
Ideal Road
Builders
Private
Limited
Modern
Road Makers
Private
Limited
Thane
Ghodbunder
Toll Road
Private
Limited
IDAA
Infrastructure
Private
Limited
Mhaiskar
Infrastructure
Private
Limited
31.03.2013
31.03.2013
31.03.2013
31.03.2013
31.03.2013
INR
INR
INR
INR
INR
610,000,000
310,950,000
300,000,000
1,981,200,000
1,050,000,000
** held by the Company and its subsidiaries

^ held by the Company and/or its nominee
# held by subsidiaries of the company and/or their nominees
INFORMATION ON SUBSIDIARY COMPANIES

Sr.
No.
Particulars
Financial year ending on

Currency
1
Share Capital
Reserves
2,603,328,870
7,902,823,632
229,887,470
(45,215,333)
1,693,271,292
Liabilities
3,216,976,707
19,459,062,485
2,005,856,466
12,570,909,459
9,947,424,752
Total Liabilities
6,430,305,577
27,672,836,117
2,535,743,936
14,506,894,126
12,690,696,044
Total Assets
6,430,305,577
27,672,836,117
2,535,743,936
14,506,894,126
12,690,696,044
Investments*
1,094,342,061
858,183,624
10,000
Turnover
1,479,557,240
23,858,715,325
311,627,491
1,681,321,481
4,213,048,297
Profit before taxation
595,683,710
3,953,670,555
9,293,912
129,869,723
1,682,056,855
Provision for taxation
90,039,862
1,261,170,390
359,512
26,153,415
6,655,849
10
Profit after taxation
505,643,848
2,692,500,165
8,934,400
103,716,308
1,675,401,006
11
Proposed dividend - Equity
109,800,000
415,429,200
NIL
NIL
750,225,002
12
- Percentage
18.00
133.60
NIL
NIL
7.15
13
Proposed dividend - Preference
N.A.
N.A.
N.A.
N.A.
N.A.
14
- Percentage
N.A.
N.A.
N.A.
N.A.
N.A.
11,890,031
200,000
* Details of Investment excluding investment in subsidiaries

Investment in equity
Investment in equity through PMS
Investment in Mutual funds
Investment in NSC
20,000
136,334
10,000
Annual Report
135
2012-13
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956,
RELATING TO SUBSIDIARY COMPANIES:
Sr.
No.
31.03.2013
31.03.2013
31.03.2013
31.03.2013
31.03.2013

999,997 **
6,999,997 #
1,499,997 **
5,175,000 **
4,500,000 **
Extent of Holding (%)
100.00
100.00
100.00
100.00
100.00

(i)
(ii)
IRB
Infrastructure
Private
Limited
MMK Toll
Road Private
Limited
NKT Road &

Toll Private
Limited
ATR
Infrastructure
Private
Limited
Aryan Toll
Road Private
Limited
N.A.
N.A.
N.A.
152,662,500
96,750,000
(b)

N.A.
N.A.
N.A.
N.A.
N.A.
11,967,414
54,337,455
62,147,416
13,203,617
28,187,855
167,644,500
196,913,920
331,638,709
600,732,189
367,342,012
IRB
Infrastructure
Private
Limited
MMK Toll
Road Private
Limited
NKT Road &

Toll Private
Limited
ATR
Infrastructure
Private
Limited
Aryan Toll
Road Private
Limited
31.03.2013
31.03.2013
31.03.2013
31.03.2013
31.03.2013
INR
INR
INR
INR
INR
100,000,000
70,000,000
150,000,000
517,500,000
450,000,000
406,615,070

(a)
(b)
for previous f inancial years of the subsidiary since it



Sr.
No.
Particulars

Currency
1
Share Capital
Reserves
287,518,422
255,246,020
428,405,788
597,482,501
Liabilities
225,750,811
238,450,376
471,139,317
1,116,525,096
737,227,115
Total Liabilities
613,269,233
563,696,396
1,049,545,105
2,231,507,597
1,593,842,185
Total Assets
613,269,233
563,696,396
1,049,545,105
2,231,507,597
1,593,842,185
Investments*
1,000
100,000
485,085,700
277,368,000
Turnover
85,968,113
74,644,474
148,645,904
235,387,870
176,595,003
14,713,465
48,596,702
87,913,801
166,831,839
111,298,495
2,746,051
(5,740,753)
25,766,385
965,722
(13,639,360)
10
11,967,414
54,337,455
62,147,416
165,866,117
124,937,855
11
NIL
NIL
NIL
152,662,500
96,750,000
12
- Percentage
NIL
NIL
NIL
29.50
21.50
13
N.A.
N.A.
N.A.
N.A.
N.A.
14
- Percentage
N.A.
N.A.
N.A.
N.A.
N.A.

1,000
100,000
Investment in NSC
Financial
Statements
136
COMPANIES:
Sr.
No.
31.03.2013

58,616,500
Extent of Holding
66.00
90.00

(i)
(ii)
(%)
Aryan
Infrastructure
Investments
Private
Limited
IRB Surat
Dahisar
Tollway
Private
Limited
IRB Kolhapur
Integrated
Road
Development
Company
Private
Limited
Aryan
Hospitality
Private
Limited
31.03.2013
31.03.2013
31.03.2013
31.03.2013
459,757,799
168,055,000 **
10,000 **
86,041,000 **
100.00
100.00
100.00
IRB Pathankot
Amritsar Toll
Road Private
Limited
N.A.
N.A.
N.A.
N.A.
N.A.
(b)

N.A.
N.A.
N.A.
N.A.
N.A.

(a)
(b)

(1,187,865)
(651,926,970)
(594,680)
NIL
(9,296,476)
(3,248,076)
2,803,854,618
(4,561,111)
NIL
(376,712)


Sr.
No.
Particulars

Currency
Aryan
Infrastructure
Investments
Private
Limited
IRB Surat
Dahisar
Tollway
Private
Limited
IRB Kolhapur
Integrated
Road
Development
Company
Private
Limited
Aryan
Hospitality
Private
Limited
IRB Pathankot
Amritsar Toll
Road Private
Limited
31.03.2013
31.03.2013
31.03.2013
31.03.2013
31.03.2013
INR
INR
INR
INR
INR
888,165,000
5,108,420,000
1,680,550,000
100,000
860,410,000
Share Capital
Reserves
(6,721,124)
2,391,030,720
(5,155,791)
(9,673,188)
Liabilities
2,756,321,784
16,498,782,685
3,206,529,165
258,586,496
11,363,643,034
Total Liabilities
3,637,765,660
23,998,233,405
4,881,923,374
258,686,496
12,214,379,846
Total Assets
3,637,765,660
23,998,233,405
4,881,923,374
258,686,496
12,214,379,846
Investments*
Turnover
8
9
10
11
NIL
NIL
NIL
NIL
NIL
12
- Percentage
NIL
NIL
NIL
NIL
NIL
13
N.A.
N.A.
N.A.
N.A.
N.A.
14
- Percentage
N.A.
N.A.
N.A.
N.A.
N.A.
9,356,144
5,462,369
430,354
3,030,244,859
13,992,803
30,634,980
(1,807,947)
(723,470,326)
(594,680)
(9,296,476)
(8,151)
892,974
(1,799,796)
(724,363,300)
(594,680)
(9,296,476)

Investment in NSC
9,071,126
285,018
5,412,369
50,000
Annual Report
137
2012-13
COMPANIES:
Sr.
No.

Extent of Holding

(i)
(ii)
(%)
IRB
Sindhudurg
Airport Private
Limited
IRB Talegaon
Amravati
Tollway
Private
Limited
IRB Jaipur
Deoli Tollway
Private
Limited
IRB Goa
Tollway
Private
Limited
MRM Cement
Private
Limited
31.03.2013
31.03.2013
31.03.2013
31.03.2013
31.03.2013
10,000 ^
49,250,000 **
131,750,000 **
34,600,000 **
10,000 #
100.00
100.00
100.00
100.00
100.00
N.A.
N.A.
N.A.
N.A.
N.A.
(b)

N.A.
N.A.
N.A.
N.A.
N.A.

(a)
(165,812)
774,862
1,496,725
(101,108)
(39,741)
(b)

(478,750)
8,064,045
15,810,156
N.A.
(2,421,351)
IRB
Sindhudurg
Airport Private
Limited
IRB Talegaon
Amravati
Tollway
Private
Limited
IRB Jaipur
Deoli Tollway
Private
Limited
IRB Goa
Tollway
Private
Limited
MRM Cement
Private
Limited
31.03.2013
31.03.2013
31.03.2013
31.03.2013
31.03.2013
INR
INR
INR
INR
INR
100,000
492,500,000
1,317,500,000
346,000,000
100,000


Sr.
No.
Particulars

Currency
1
Share Capital
Reserves
(644,562)
8,838,907
17,306,881
(101,108)
(2,461,092)
Liabilities
395,831,099
5,995,293,684
13,637,693,115
1,303,444,090
2,611,252
Total Liabilities
395,286,537
6,496,632,591
14,972,499,996
1,649,342,982
250,160
Total Assets
395,286,537
6,496,632,591
14,972,499,996
1,649,342,982
250,160
Investments*
30,000
Turnover
9,279,567
40,176,182
(165,812)
806,862
2,230,725
(101,108)
(39,741)
32,000
734,000
10
(165,812)
774,862
1,496,725
(101,108)
(39,741)
11
NIL
NIL
NIL
NIL
NIL
12
- Percentage
NIL
NIL
NIL
NIL
NIL
13
N.A.
N.A.
N.A.
N.A.
N.A.
14
- Percentage
N.A.
N.A.
N.A.
N.A.
N.A.
Investment in NSC
30,000
Financial
Statements
138
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO

SUBSIDIARY COMPANIES:
Sr.
No.

Extent of Holding

(i)
(ii)
(%)
IRB Tumkur
Chitradurga
Tollway
Private
Limited
J J Patel
Infrastructural
And
Engineering
Private
Limited
IRB
Ahmedabad
Vadodara
Super
Express
Tollway
Private
Limited
IRB
Westcoast
Tollway
Private
Limited (w.e.f.
August 22,
2012)
M.V.R.
Infrastructure
And Tollways
Private
Limited (w.e.f.
October 01,
2012)
31.03.2013
31.03.2013
31.03.2013
31.03.2013
31.03.2013
111,067,000 ^
1,500,000 #
100,000,000 ^
10,000 ^
5,113,527
100.00
100.00
100.00
100.00
74.00
N.A.
N.A.
N.A.
N.A.
N.A.
(b)

N.A.
N.A.
N.A.
N.A.
N.A.
(253,931,084)
62,726,844
(18,002,373)
355,916,610
(94,815,587)
(6,429,740)
(7,197,652)
N.A.
N.A.
J J Patel
IRB IRB Westcoast
Infrastructural
Ahmedabad
Tollway
And
Vadodara
Private
Engineering Super Express Limited (w.e.f.
Private
Tollway
August 22,
Limited
Private
2012)
Limited
M.V.R.
Infrastructure
And Tollways
Private
Limited (w.e.f.
October 01,
2012)

(a)
(b)



Sr.
No.
Particulars

Currency
IRB Tumkur
Chitradurga
Tollway
Private
Limited
31.03.2013
31.03.2013
31.03.2013
31.03.2013
INR
INR
INR
INR
31.03.2013
INR
1,110,670,000
15,000,000
1,000,000,000
100,000
691,017,000
(528,646,771)
Share Capital
Reserves
(348,746,671)
57,890,483
(25,200,025)
Liabilities
9,383,565,274
414,967,718
7,783,636,749
1,915,849
2,427,793,134
Total Liabilities
10,145,488,603
487,858,201
8,758,436,724
2,015,849
2,590,163,363
Total Assets
10,145,488,603
487,858,201
8,758,436,724
2,015,849
2,590,163,363
Investments*
10,000
30,000
20,000,000
Turnover
281,708,711
879,648,837
96,983,634
227,395,875
(253,931,084)
92,689,527
(18,002,373)
70,725,962
29,962,683
(327,406,908)
10
(253,931,084)
62,726,844
(18,002,373)
398,132,870
11
NIL
NIL
NIL
NIL
NIL
12
- Percentage
NIL
NIL
NIL
NIL
NIL
13
N.A.
N.A.
N.A.
N.A.
N.A.
14
- Percentage
N.A.
N.A.
N.A.
N.A.
N.A.
20,000,000
10,000
30,000
Investment in NSC
Annual Report
139
2012-13
Notice
Notice is hereby given that the Fifteenth (15th) Annual General
Meeting (AGM) of the Members of IRB Infrastructure Developers
Limited will be held on Wednesday, July 31, 2013, at 3.00 p.m.
at Birla Matushri Sabhagar, 19, Marine Lines, Mumbai - 400
020, Maharashtra, to transact the following business:
ORDINARY BUSINESS:
1.
To receive, consider and adopt the Balance Sheet as at

March 31, 2013, the statement of Profit and Loss Account
for the year ended on that date including schedules &
notes to financial statements together with the Reports of
the Board of Directors and the Auditors thereon.
2.
To appoint a Director in place of Mr Govind G. Desai,

who retires by rotation and, being eligible, seeks reappointment.
3.
To appoint a Director in place of Mr Suresh G. Kelkar,

who retires by rotation and, being eligible, seeks reappointment.
4.
To appoint Auditors and fix their remuneration and for

that purpose to pass with or without modification(s) the
following resolution, as an Ordinary Resolution:
RESOLVED THAT M/s. S. R. Batliboi & Co. LLP, Chartered
Accountants (Firm Registration No. 301003E), be and
are hereby re-appointed as the Statutory Auditors of
the Company to hold office from the conclusion of this
Annual General Meeting till the conclusion of the next
Annual General Meeting on such remuneration as may
be determined by the Board of Directors in consultation
with the Statutory Auditors of the Company.
6.
To consider and, if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary
Resolution:
RESOLVED THAT in partial modification of the resolution
passed earlier by the members at the Annual General
Meeting held on August 21, 2012, pursuant to Sections
198, 269, 309 and other applicable provisions, if any, of the
Companies Act, 1956, read with Schedule XIII of the said
Act and any statutory modification(s) or re-enactment(s)
thereof, the consent of the Company be and is hereby
accorded for payment of Performance Linked Incentive,
from time to time, based on the progress of the work on
the Projects of the Company, not more than ` 3 Crores in
a financial year instead of payment of commission to Mr
Mukeshlal Gupta, Whole-Time Director of the Company,
effective April 1, 2013 for the remaining tenure ie, upto
January 31, 2015.
RESOLVED FURTHER THAT the other terms and
conditions of appointment of Mr Mukeshlal Gupta will
remain unaltered.
RESOLVED FURTHER THAT the overall remuneration
shall not exceed the limits specified under Schedule XIII of
the Companies Act, 1956, or any statutory modification(s)
or re-enactment(s) thereof.
RESOLVED FURTHER THAT the Board of Directors of
the Company or Remuneration Committee of the Board
be and is hereby authorised to do all acts and take such
steps expedient, proper or desirable to give effect to this
Resolution.
SPECIAL BUSINESS:
5.
By Order of the Board of Directors

For IRB Infrastructure Developers Limited
To consider and, if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary
Resolution:
RESOLVED THAT Mr Vinod R. Sethi, who was appointed
as an Additional Director of the Company, be and is
hereby appointed as a Director of the Company, liable to
retire by rotation.
Mumbai, May 15, 2013

Registered office:
3rd Floor, IRB Complex,
Chandivli Farm,
Chandivli Village, Andheri (East),
Mumbai 400 072
140
Notice
NOTES:
Unpaid Dividend Account, will, as per Section 205A of

the Companies Act, 1956, be transferred to the Investor
Education and Protection Fund. As on March 31, 2013
amount outstanding in the Dividend Account(s) of the
Company are as follows:
1.
A MEMBER ENTITLED TO ATTEND AND VOTE AT

THE ANNUAL GENERAL MEETING IS ENTITLED TO
APPOINT A PROXY TO ATTEND AND VOTE IN THE
MEETING AND THE PROXY NEED NOT BE A MEMBER
OF THE COMPANY.
2.
Corporate members intending to send their authorised

representatives to attend the Meeting are requested
to send to the Company a certified copy of the Board
Resolution / Power of Attorney authorising their
representative to attend and vote on their behalf at the
Meeting.
Un-paid Third Interim

Dividend Account 2012-13
734,580/-
Un-paid Second Interim

468,652/-
Un-paid First Interim

378,049/-
3.
The instrument appointing the proxy must be deposited

at the Registered Office of the Company not less than 48
hours before the commencement of the Meeting.
Un-paid Interim Dividend

Account 2011-12
458,723/-
The Explanatory Statement pursuant to Section 173 (2) of

the Companies Act, 1956, is attached and forms part of
this Notice.
Un-paid Dividend Account

2010-11
367,582/-
4.

2009-10
371,426/-

2008-09
96,399/-
Un-paid Interim Dividend

Account 2008-09
118,911/-
5.
Brief resume of Directors proposed to be re-appointed /

appointed, nature of their expertise in specific functional
areas, names of companies in which they hold
directorships (excluding Directorships in Private Limited
Companies, Foreign Companies and Government
bodies) and memberships / chairmanships of Board
Committees (includes only Audit & Shareholders/
Investors Grievance Committee), shareholding and
relationships between Directors inter-se as stipulated
under Clause 49 of the Listing Agreement, are provided
in the Annexure A to the Notice.
6.
The Register of Directors Shareholding, maintained

under Section 307 of the Companies Act, 1956, will be
available for inspection by the members at the AGM.
7.
The Register of Members and Share Transfer Books will

remain closed from Monday, July 8, 2013 to Wednesday,
July 10, 2013 (both days inclusive).
8.
9.
Sr. No. Particulars
Members are requested to address all correspondence,

including dividend matters, to the Registrar and Share
Transfer Agents, Karvy Computershare Pvt. Ltd. (Unit: IRB
Infrastructure Developers Limited), Plot No. 17 to 24, Vittal
Rao Nagar, Madhapur, Hyderabad - 500 081, India.
Members who wish to claim dividends, which remain
unclaimed, are requested to correspond with Registrar
and Transfer Agents, Karvy Computershare Pvt. Ltd.
(Unit: IRB Infrastructure Developers Limited), at the
address mentioned above. Members are requested to
note that dividends not encashed or claimed within
seven years from the date of transfer to the Companys
Amount (in `)
Amount in the Companys Refund Account as on March

31, 2013 is ` 675,700/- as balance yet to be refunded
to the applicants/ allottees as they are yet to submit
necessary confirmation. As on March 31, 2013, 69 cases
involving 7,740 equity shares were lying in the Unclaimed
Shares Demat Suspense Account pending receipt of
confirmation from the Applicants.
10.
Members are requested to send to the Company their

queries, if any, on accounts and operations of the
Company at least 10 days before the Meeting to enable
the Company to provide the required information.
11.
Relevant documents referred to in the accompanying

Notice are open for inspection by the members at the
Registered Office of the Company on all working days,
except Saturdays, between 11.00 a.m. and 1.00 p.m. up to
the date of the Meeting.
Members/Proxy holders are requested to bring their copy

of the Annual Report to the Annual General Meeting.
EXPLANATORY STATEMENT UNDER SECTION 173 (2) OF
THE COMPANIES ACT, 1956
Item No. 5
Mr Vinod R. Sethi was appointed as an Additional Director
of the Company with effect from February 6, 2013, pursuant
Annual Report
141
2012-13
to Section 260 of the Companies Act, 1956, read with Article
116 of the Articles of Association of the Company. Mr Sethi
holds office up to the date of the ensuing Annual General
Meeting. The Company has received notice in writing
from a member along with a deposit of ` 500/- proposing
the candidature of Mr Sethi for the office of Director under
the provisions of Section 257 of the Companies Act,
1956. None of the Directors of the Company other than
Mr Sethi is interested or concerned in the resolution.
In terms of Clause 49 of the Listing Agreement the required
details of Mr Sethi is provided below in Annexure A.
The Board accordingly recommends the resolution as set out
in Item No. 5 of the Notice for approval of the members.
Item No. 6
Mr Gupta was appointed as a Whole-Time Director of the
Company with effect from February 1, 2012. The members
at the Annual General Meeting held on August 21, 2012 has
approved the remuneration and other terms & conditions
relating to appointment of Mr Gupta. As per the terms and

conditions of his appointment, a commission as decided by
Board of Directors or Remuneration Committee is payable to
Mr Gupta subject to maximum of 1% of the net profits of the
Company.
Based on the recommendations of Remuneration Committee,
your Directors proposes to pay Performance Linked Incentive,
from time to time, based on the progress of the work on
the Projects of the Company, not more than ` 3 Crores in a
financial year instead of payment of Commission to Mr Gupta.
The other terms and conditions relating to the appointment
of Mr Gupta as a Whole-Time Director will remain unaltered.
None of the Directors of the Company other than Mr Gupta is
interested or concerned in the resolution.
In terms of Clause 49 of the Listing Agreement the required
details of Mr Gupta is provided below in Annexure A.
The Board accordingly recommends the resolution as set out
in Item No. 6 of the Notice for approval of the members.
ANNEXURE A
Details of the Directors seeking re-appointment/ appointment/change in remuneration in the Fifteenth Annual General
Meeting pursuant to Clause 49 of the Listing Agreement:
Particulars
Mr Govind G. Desai
Mr Suresh G. Kelkar Mr Vinod R. Sethi
Mr Mukeshlal Gupta
Age
Date of
appointment
Relationship
with other
Directors interse
Qualif ication
& Experience
in specif ic
functional area
80 Years
03/08/2007
74 Years
17/11/2006
57 Years
01/02/2012
None
Father of Mrs Deepali None

V. Mhaiskar
None
He holds a Bachelors
degree in Arts (Economics
& Politics) and a Masters
degree in Law. Mr Desai
is a qualif ied solicitor
and is a member of the
Bombay Incorporated
Law Society. He was a
senior partner with Little
& Co., and following his
retirement, has started his
own practice. Mr Desai
has over 46 years of
experience in corporate
and commercial law.
He has a degree
in commerce
from H. A. Collage
of Commerce,
Ahmedabad. He is
a Fellow Member
of the Institute
of Chartered
Accountants of India.
He has over 35 years
of experience in
accounts, f inance
and management
functions. He retired
from Arvind Mills as
a Vice President.
He holds a Bachelors
Degree in Civil Engineering
from Mumbai University,
Mumbai.
51 Years
06/02/2013
He is a Chemical
Engineer from Indian
Institute of Technology,
Mumbai, and an MBA
(Finance) and a Beta
Gamma Sigma Graduate
from Stern Graduate
School of Business,
New York University.
He founded the India
business for Morgan
Stanley Investment
Management and was
its Chief Investment
Off icer for 12 years where
its business grew in
excess of USD 2 billion in
assets. He is also on the
board of several Indian
Corporates.
Mr Gupta has more than

30 years of experience in
managing infrastructure
projects.
He served Modern Road
Makers Pvt Ltd from
20/03/2008 to 31/01/2012
as a Wholetime Director.
142
Notice
Particulars
Mr Govind G. Desai
Directorships
held in other
companies*
1.
2.
3.
4.
5.
Mr Suresh G. Kelkar Mr Vinod R. Sethi
BLISS GVS Pharma

None
Ltd
Alta Leasing And
Finance Ltd
DIL Ltd
Aegean Properties Ltd
Lona Industries Ltd
K.C.P. Sugar
and Industries
Corporation Ltd
2. Axsys Health Tech Ltd
3. Geodesic Ltd
4. United Phosphorus
Ltd
5. Advanta India Ltd
6. ITZ Cash Card Ltd
KCP Sugars
7.
Agricultural Research
Farms Ltd
8. G. G. Dandekar
Machine Works Ltd
9. ISMT Ltd
10. IG3 Infra Ltd
1.
Memberships/
Chairmanships
of Committee
in other
public limited
companies
(includes
only Audit &
Shareholders
/ Investors
Grievance
Committee)
Chairman of Board
Committees:
Audit Committee &
Shareholders Grievance
Committee:
- DIL Ltd
Member of Board
Committees:
Audit Committee:
- Bliss GVS Pharma Ltd
None
Member of Board
Committees:
Audit Committee:
- Advanta India Ltd
- ISMT Ltd
- K.C.P. Sugar And
Industries Corporation Ltd
- G. G. Dandekar Machine
Works Ltd
Shareholding,
if any, in the
Company
Nil
Nil
Nil
* excludes Directorships in Private Limited Companies, Foreign Companies and Government bodies
Mr Mukeshlal Gupta
Modern Road Makers
Pvt Ltd
2. IRB Sindhudurg
Airport Pvt Ltd
3. IRB Pathankot
Amritsar Toll Road
Pvt Ltd
4. IRB Talegaon Amravati
Tollway Pvt Ltd
5. IRB Jaipur Deoli
Tollway Pvt Ltd
6. ATR Infrastructure Pvt
Ltd
Aryan Toll Road Pvt
7.
Ltd
8. MRM Cement Pvt Ltd
9. IRB Tumkur
Chitradurga Tollway
Pvt Ltd
10. IRB Goa Tollway Pvt
Ltd
11. IRB Ahmedabad
Vadodara Super
Express Tollway Pvt
Ltd
12. M.V.R. Infrastructure
And Tollways Pvt Ltd
13. IRB Westcoast Tollway
Pvt Ltd
None
1.
450 equity shares
Regd. Office: 3rd Floor, IRB Complex, Chandivli Farm, Chandivli Village,
Andheri (East), Mumbai - 400 072, Maharashtra
ATTENDANCE SLIP
15th Annual General Meeting, July 31, 2013 at 3.00 p.m.
Regd. Folio No. .......................................................................... / DP ID ............................................................................ Client Id/Ben. A/C ...........................................................................

No. of shares held ................................................................................................. I certify that I am a registered shareholder/proxy for the registered
shareholder of the Company and hereby record my presence at the 15th Annual General Meeting of the Company at
Birla Matushri Sabhagar, 19, Marine Lines, Mumbai - 400 020, on Wednesday, July 31, 2013 at 3.00 p.m.
Members/Proxys name in Block letters
Members/Proxys Signature
Note: Please fill this attendance slip and hand it over at the entrance of the hall. Members/Proxy holders are requested
to bring their copies of the Annual Report with them to the Annual General Meeting.
Regd. Office: 3rd Floor, IRB Complex, Chandivli Farm, Chandivli Village,
Andheri (East), Mumbai - 400 072, Maharashtra
PROXY FORM
Regd. Folio No. ........................................................................................ / DP ID ................................................................................ Client Id/Ben. A/C ......................................................

No. of shares held .................................................................................................................................................................................................................................................................................................
I/We .....................................................................................................................................................................................................................................................................................................................................
of ....................................................................... in the district of ........................................................................... being a member/members of the above named company
hereby appoint ................................................................ of ................................................................ or failing him/her ................................................................................................................
of ................................................................................................ as my/our proxy to vote for me/us on my/our behalf at the 15th Annual General
Meeting of the Company to be held on Wednesday, July 31, 2013 at 3.00 p.m. and at any adjournment thereof.
Signed this ............................................................................................... day of .................................................... 2013.
Signature ...................................................................................................
Affix a
Revenue
Stamp
of ` 1/-
Note: This form in order to be effective should be duly stamped, completed, signed and must be deposited at the Registered
Office of the Company, not less than 48 hours before the commencement of the Meeting.
geographical
presence and road
projects*
Project under Construction
PUNJAB
1. Pathankot Amritsar
Project under Operation
RAJASTHAN
2. Jaipur Tonk Deoli
GUJARAT
3. Ahmedabad Vadodara
4. Bharuch Surat
5. Surat Dahisar
MAHARASHTRA
6. Thane Ghodbunder
7. Thane Bhiwandi Bypass
8. Mumbai Pune
9. Kharpada Bridge
10. Pune Nashik
11. Pune Solapur
12. IRDP Kolhapur
13. Ahmednagar Karmala
Tembhurni
14. Mohol-Mandrup Kamti
15. Talegaon Amravati
KARNATAKA
3
4
5
16. Tumkur Chitradurga

17. Goa / Karnataka Border to
Kundapur
TAMIL NADU
18. Omalur Salem Namakkal
18
15
10 13
8
9 11 14
17
16
12
* Map not to scale
REGISTERED OFFICE
IRB Complex, Chandivli Farm, Chandivli Village, Andheri (E), Mumbai 400 072
Tel. +91 22 6640 4220
Fax +91 22 6675 1024
[email protected]
www.irb.co.in

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INTEGRATE

| Building Lifelines of Modern India

10 | Integrating Construction with

14 | Experience and Expertise takes

26 | Management Discussion and

16 | The Road Ahead

42 | Corporate Governance Report

20 | Chairman and Managing Directors

53 | Corporate Governance Certificate

57 | Independent Auditors Report

59 | Consolidated Statement of Profit

60 | Consolidated Cash Flow Statement

54 | Cost Compliance Certificate

22 | Recognised for Good Work

STANDALONE FINANCIAL STATEMENTS

At IRB Infrastructure, milestones are special to us. Building roads

Integration across the

Our focus on the

since listing in 2008

FY 07-08 785 Crores

FY 07-08 127 Crores

First venture in BOT

IRB was incorporated as a

7,479 lane kms

Awarded 3 NHAI Projects

IPO over subscribed,

2,112 lane kms

Ongoing BOT Projects

BOT ASSETS (NET BLOCK)

NET DEBT TO EQUITY RATIO

The Highway Projects

- Collects toll during the

7,479 lane kms

BOMBAY STOCK EXCHANGE (BSE)

NATIONAL STOCK EXCHANGE (NSE)

Name of the Project

Name of the State

Goa/ Karnataka Border Kundapur

Salem Omallur Namakkal

Thane Bhiwandi Bypass

Ahmednagar Karmala Temburni

Mohol Mandrup Kamti

Under Construction. Ahmedabad Vadodara Expressway section is operational

Concession Agreement Signed. Financial Closure is in process

Under Construction and Operational

COD Received. Waiting for Tolling to Commence

At IRB, integrated execution has

Asphalt Batchmix Plant

Hiring, training and retaining

GROSS BLOCK (Tangible assets)

Our decision to invest in our

What goes into the

The answer is focus and skill. Our core

Toll-plaza on Bharuch-Surat Project

collections and continual functioning of roads and highways

India has the worlds third largest

This approach enables us to reduce cost and time overruns in

When one moves out of the comfort