The Company recognizes a provision when: it has apresent legal or constructive obligation as a result ofpast events; it is likely that an outflow of resourceswill be required to settle the obligation; and theamount has been reliably estimated. Provisionsare not recognized for future operating losses.Provisions are reviewed at each balance sheet andadjusted to reflect the current best estimates.
"A contingent liability recognised in a businesscombination is initially measured at its fair value.Subsequently, it is measured at the higher of theamount that would be recognised in accordancewith the requirements for provisions above or theamount initially recognised less, when appropriate,cumulative amortisation recognised in accordancewith the requirements for revenue recognition.
A contingent assets is not recognised unless itbecomes virtually certain that an inflow of economicbenefits will arise. When an inflow of economicbenefits is probable, contingent assets are disclosed
in the revised financial statements. Contingentliabilities and contingent assets are reviewed at eachbalance sheet date.
Retirement benefit in the form of provident fund isa defined contribution scheme. The Company hasno obligation, other than the contribution payableto the provident fund. The company recognizescontribution payable to the provident fund schemeas an expense, when an employee renders therelated service.
Gratuity, a defined benefit obligation is provided onthe basis of an actuarial valuation made at the end ofeach year/period on projected Unit Credit Method.
The cost of providing benefits under the definedbenefit plan is determined using the projected unitcredit method.
Remeasurements, comprising of actuarial gainsand losses, the effect of the asset ceiling,excluding amounts included in net interest onthe net defined benefit liability and the return onplan assets (excluding amounts included in netinterest on the net defined benefit liability), arerecognised immediately in the balance sheet with acorresponding debit or credit to retained earningsthrough OCI in the period in which they occur.Remeasurements are not reclassified to profit or lossin subsequent periods.
"Past service costs are recognised in profit or losson the earlier of:
? The date of the plan amendment or curtailment,and
? The date that the Company recognises relatedrestructuring costs "
Net interest is calculated by applying the discountrate to the net defined benefit liability or asset.
Termination benefits are payable as a result of thecompany's decision to terminate employmentbefore the normal retirement date, or wheneveran employee accepts voluntary redundancyin exchange for these benefits. The companyrecognizes these benefits when it has demonstrablyundertaken to terminate current employees'employment in accordance with a formal detailedplan that cannot be withdrawn, or to provide
severance indemnities as a result of an offer made toencourage voluntary redundancy. Benefits that willnot be paid within 12 months of the balance sheetdate are discounted to their present value.
The Company accounts for the benefits of Employeeshare based payment plan in accordance with INDAS 102 "Share Based Payments" except for theESOP granted before the transition date which areaccounted as per the previous GAAP as provided inIND AS 101 first time adoption
Transactions and Balances
Transactions in foreign currencies are initiallyrecorded in reporting currency by the Company atspot rates at the date of transaction. The Company'sfunctional currency and reporting currency is samei.e. INR.
Monetary assets and liabilities denominated inforeign currencies are translated at the functionalcurrency spot rates of exchange at the reportingdate.
Exchange differences arising on settlement ortranslation of monetary items are recognised inprofit or loss.
Non-monetary items that are measured in terms ofhistorical cost in a foreign currency are translatedusing the exchange rates at the dates of the initialtransactions.
Cash and cash equivalents include cash in hand,demand deposits in banks and other short-termhighly liquid investments with original maturitiesof three months or less. Bank overdrafts areshown within bank borrowings in current liabilitieson the balance sheet.
"The Company measures financial instruments, suchas, derivatives at fair value at each balance sheetdate. Fair value is the price that would be receivedto sell an asset or paid to transfer a liability in anorderly transaction between market participants atthe measurement date. The fair value measurement
is based on the presumption that the transactionto sell the asset or transfer the liability takes placeeither:
? In the principal market for the asset or liability,or
? In the absence of a principal market, in the mostadvantageous market for the asset or liabilityThe principal or the most advantageous marketmust be accessible by the Company.
The fair value of an asset or a liability ismeasured using the assumptions that marketparticipants would use when pricing the assetor liability, assuming that market participants actin their economic best interest.
The Company recognizes financial assets andfinancial liabilities when it becomes a party to thecontractual provisions of the instrument. All financialassets and liabilities are recognized at fair value oninitial recognition, Transaction costs that are directlyattributable to the acquisition or issue of financialassets and financial liabilities, that are not at fairvalue through profit or loss, are added to the fairvalue on initial recognition. Regular way purchaseand sale of financial assets are accounted for attrade date.
Financial liabilities and equity instruments issuedby the Company are classified according to thesubstance of the contractual arrangements enteredinto and the definitions of a financial liability and anequity instrument.
An equity instrument is any contract that evidencesa residual interest in the assets of the Company afterdeducting all of its liabilities. Equity instrumentswhich are issued for cash are recorded at theproceeds received, net of direct issue costs. Equityinstruments which are issued for consideration otherthan cash are recorded at fair value of the equityinstrument.
A financial asset is subsequently measured at
amortised cost if it is held within a business modelwhose objective is to hold the asset in order tocollect contractual cash flows and the contractualterms of the financial asset give rise on specifieddates to cash flows that are solely payments ofprincipal and interest on the principal amountoutstanding.
A financial asset is subsequently measured at fairvalue through other comprehensive income if it isheld within a business model whose objective isachieved by both collecting contractual cash flowsand selling financial assets and the contractual termsof the financial asset give rise on specified datesto cash flows that are solely payments of principaland interest on the principal amount outstanding.The Company has made an irrevocable electionfor its investments which are classified as equityinstruments to present the subsequent changes infair value in other comprehensive income basedon its business model. Further, in cases where theCompany has made an irrevocable election basedon its business model, for its investments which areclassified as equity instruments, the subsequentchanges in fair value are recognized in othercomprehensive income.
A financial asset which is not classified in any ofthe above categories are subsequently fair valuedthrough profit or loss.
Financial liabilities are subsequently carried atamortized cost using the effective interest method,except for contingent consideration recognizedin a business combination which is subsequentlymeasured at fair value through profit and loss. Fortrade and other payables maturing within one yearfrom the Balance Sheet date, the carrying amountsapproximate fair value due to the short maturity ofthese liabilities.
Financial liabilities at FVPL include financial liabilitiesheld for trading and financial liabilities designated
upon initial recognition as at FVPL. Financial liabilitiesare classified as held for trading if they are incurredfor the purpose of repurchasing in the near term.Gains or losses on liabilities held for trading arerecognised in the Statement of Profit and Loss.
Financial guarantee contracts issued by theCompany are those contracts that require apayment to be made to reimburse the holder fora loss it incurs because the specified debtor failsto make a payment when due in accordance withthe terms of a debt instrument. Financial guaranteecontracts are recognised initially as a liability at fairvalue, adjusted for transaction costs that are directlyattributable to the issuance of the guarantee.Subsequently, the liability is measured at the higherof the amount of loss allowance determined as perimpairment requirements of Ind AS 109 and theamount recognised less cumulative amortisation.Amortisation is recognised as finance income in theStatement of Profit and Loss.
The Company de-recognises a financial asset onlywhen the contractual rights to the cash flows fromthe asset expire, or it transfers the financial asset andsubstantially all risks and rewards of ownership ofthe asset to another entity. If the Company neithertransfers nor retains substantially all the risks andrewards of ownership and continues to controlthe transferred asset, the Company recognizes itsretained interest in the assets and an associatedliability for amounts it may have to pay. If theCompany retains substantially all the risks andrewards of ownership of a transferred financial asset,the Company continues to recognise the financialasset and also recognises a collateralised borrowingfor the proceeds received.
Financial assets and financial liabilities are offset andthe net amount is reported in the balance sheet ifthere is a currently enforceable legal right to offsetthe recognised amounts and there is an intention tosettle on a net basis, to realise the assets and settlethe liabilities simultaneously.
When items of income and expense within profitor loss from ordinary activities are of such size,nature or incidence that their disclosure is relevantto explain the performance of the enterprise forthe period, the nature and amount of such materialitems are disclosed separately as exceptional items.
A payable is classified as a 'trade payable' if it is inrespect of the amount due on account of goodspurchased or services received in the normal courseof business. These amounts represent liabilities forgoods and services provided to the Company priorto the end of the financial year which are unpaid.These amounts are unsecured and are usually settledas per the payment terms stated in the contract.Trade and other payables are presented as currentliabilities unless payment is not due within 12 monthsafter the reporting period. They are recognisedinitially at their fair value and subsequently measuredat amortised cost using the EIR method.
A receivable is classified as a 'trade receivable' ifit is in respect of the amount due on account ofgoods sold or services rendered in the normalcourse of business. Trade receivables are recognisedinitially at fair value and subsequently measured atamortised cost using the EIR method, less provisionfor impairment.
During the previous year, the Company has taken loan from Ambica Capital Markets Limited (ACML) videagreement dated April 7, 2022. The said ICD needs to be used for various lawful purpose in respect of lawfulbusiness including general corporate purpose. The loan is to be repaid after 730 days.
Security: pledge by the Company by way of deed of pledge, unencumbered equity shares in dematerialised form3,22,51,680 shares of Indira Containers Terminal Private Limited and 1,44,49,994 shares of Youngthang VenturesPrivate limited in the name of the Company.
Interest: Interest @11% per annum payable on a quarterly basis during the tenor of loan. In the event of defaultadditional interest @1% per annum is applicable. However as per letter dated June 6, 2022 the term of interest ismodified where the payment of interest is to be made on yearly basis.
During the year the Company has taken unsecured loan from Kasam Holdings Private Limited as per details below :Security : Unsecured
Tenure : 3 Yrs with option to prepay as per mutual understanding without any prepayment penalty.
Interest: Interest @12% per annum payable on yearly basis / Repayment ( whichever is earlier ) .
During the earlier years bankers to Sidhi Singrauli Road Project Limited (SPV) have recalled loan facility amoutingto ' 30,892.45 lacs and also written to Company for encashment of Corporate Guarantee issued towards loanavailed by SPV. Company has disclosed liability towards bankers for amount of loan or CG whichever is lower andshown as receivable from the SPV.
During the earlier years bankers to Rajahmundry Godavari Bridge Limited (SPV) have recalled loan facilityamounting to ' 78,052.00 lacs and also written to Company for encashment of Corporate Guarantee issuedtowards loan availed by SPV. Company has disclosed liability towards bankers for amount of loan or CGwhichever is lower and shown as receivable from the SPV.
(c) Margin money of 100 lacs (Previous year 100 lacs) was received towards a Performance Bank Guarantee issued byAJR Infra and Tolling Limited (Formerly Gammon Infrastructure Projects Limited) in favour of MbPT as required inthe L.A. The margin money deposit carries an interest of 6% p.a.
(d) "The Company was engaged in arbitration proceedings with BIF India Holdings PTE Limited along with its Projectcompanies ( as Claimants ) related to their Indemnification / Tax related claims . Without any admission of liability,the parties have agreed for a full and final settlement of the released claims vide agreement dated 20th May,2022according to which the Company is liable to pay the Claimants a sum of ' 4000 lacs ( plus applicable interest )and tax related claims in a manner as set out in the agreement.
The amounts due to VSPL have been restructured from time to time in earlier periods, and certain specific cashflows of the Company are earmarked towards repayment. Further as per the terms of the new arrangement,the Company has stopped accruing the interest on the amount with effect from April 1, 2020. The specificaward of Patna Buxar highway Limited, a subsidairy of the Company , presently at approx ' 9300 lacs includinginterest accrued has been assigned to the VSPL and the balance will be paid from the sale of partial stake of theCompany.
3 i) The Company have received a letter for transfer of shares of one of its divested subsidiary from a partywho has paid advance for the same. The Company does not acknowledge the Claim due to nonsatisfaction of certain conditions and is in the process of refunding the said advance to the party.
ii) The project of the Company with Madhya Pradesh Road Development Corporation Limited (MPRDC)has been terminated . The concession Agreement provide for Stringent penalties for delayed and Noncompletion of the project , taken into above consideration the Liquidated Damages payable by theCompany would be ' 4482.32 lakhs from the date of last extension granted by MPRDC i.e. October19,2017 till August 13, 2020. However the amount is recoverable from the sub Contractor i.e. TechnoUnique Infratech Pvt Ltd as per the terms of agreement.
27 Project related notes: In respect of the followingprojects/Special Purpose Vehicles (SPVs) of theCompany where the company has investmentthere are legal issues, arbitration proceedings ornegotiations with the Concession Grantor for whichthe Management is taking necessary steps to resolvethe matters -
a) Indira Container Terminal at Mumbai: The Projectwas delayed due to non-fulfilment of certainobligations by the Mumbai Port Trust (MbPT)under the License Agreement (LA) signedby the SPV with MbPT. The Roll-On-Roll-Off(RORO) operations was allowed by MbPT asan interim measure for alternate use of the 2(two) berths for a mix of cargo of container,steel and RORO and is still continuing. However,the revenue generated through alternative useis inadequate for repayment of principal andinterest of the Lenders and the credit facilityaccount was declared NPA (Non-Performingasset) by the Lenders of the SPV. The draftsettlement agreement between the SPV,
Ministry of Shipping (MoS), Mumbai Port Trust(MbPT) has been rejected by MbPT. The SPVhas issued a Dispute Notice for the Licensor'sEvent of Default against MbPT and called uponthe Licensor to refer the disputes for amicablesettlement under the LA and the matter ispending with MbPT. A petition was filed by theSPV under section 9 and an application undersection 11 of the Arbitration and ConciliationAct, 1996 was also filed where in Order dated1st August 2019 is passed and interim protectionby way of prayer is allowed for carrying ad-hocRORO operations.
The SPV and the MBPT have nominatedtheir arbitrators and they in turn have jointlyappointed the Presiding Arbitrator/Umpirearbitrator and accordingly, the Arbitral Tribunal(AT) is formed. The SPV has duly filed itsStatement of Claim (SOC) against MbPT for anamount of ' 296,736 lacs on 8th November 2019.MbPT has filed their Statement of Defense (SOD)and filed their Counter Claim of ' 240,000 lacswith the Tribunal.
In the meantime, MbPT has sent letters datedMay 28, 2021 / October 08, 2021, and invitedICTPL for a settlement of all disputes raisedwith the Arbitral Tribunal, to which ICTPLhas replied and given their concurrence and
the process is under active discussion. Boththe parties have sought permission to keepthe ongoing arbitration in abeyance for thenext 6 months since the parties have startedconciliation proceedings. A virtual hearing washeld by the Tribunal on 01-11-2021 to determineif the above application for keeping the matterin abeyance for a period of 6 months can beallowed and if the same would be in complianceof Arbitration and Conciliation Act,1996. Afterinitial review, the extension was allowed andboth the parties were directed to intimate theconciliation proceedings to the tribunal by25th May,2022. Since there was no outcome,both the parties jointly opined for the furtherextension and accordingly filed the applicationfor extension from time to time to wait for theoutcome of the conciliation proceedings whichis still pending before the CSC. On the lasthearing date of Arbitration Proceedings i.e.,on 19.04.2023 virtual hearing was conductedand on joint request of both the parties theHon'ble Tribunal was pleased to adjourn thematter to 27th July, 2023 , directing parties toappraise the tribunal on the next date and thatfor any extension henceforth, both the partiesshall jointly approach the Hon'ble High Court,Bombay. Since the last date of ArbitrationProceedings was 31st August,2023, hence theSPV has moved an application under section29(A) before the High court of Mumbai forextension of Arbitration Proceedings. The saidapplication has been allowed by Hon'ble HighCourt and the mandate of the arbitral tribunalis extended from 01.09.2023 for a period ofone year. The matter is next listed on 21stAugust,2024 for update on the further progresson the conciliation process.
The SPV's submission of a One-Time Settlement(OTS) proposal to the consortium of Lenders',and the decision on acceptance, which isdependent upon fulfilment of certain conditions,is in advanced stages of negotiation/settlementwith the lenders. In the meantime, the leadBank had approached NCLT Mumbai Benchagainst its outstanding dues and submitted itsapplication under Section 7 of the Insolvencyand Bankruptcy code, 2016. After a series ofsubmission and counter submissions , theHon'ble NCLT passed an order On 9th May,2024for the admission of the captioned Petition
and the appointment of Interim ResolutionProfessional.
The Company filed an appeal under Section61 of the Insolvency and Bankruptcy Code,
2016 before Hon'ble NCLAT, Delhi against theimpugned order dated 9 May 2024 passed bythe Hon'ble NCLT, Mumbai. Hon'ble NCLAT,
Delhi taking cognizance of the OTS proposalsubmitted by the Company and the fact thatthe committed amount already deposited in thedesignated NO LIEN account of the Lenders haspassed an order dated 16th May,2024 stayingthe above order dated 9th May 2024.
The Company has recently taken legal opinionon account of claims that the Companyproposes to make against the MbPT, the legalupdate from the lawyer on record states thatthe possible realisation on the settlement ofthe SPV claim arising out of arbitration will besufficient to cover the value of the asset andtherefore in the opinion of the management noimpairment will be necessary. The Companyis also seeking another opinion from a technolegal expert on arbitration matters whoseassessment of the possible amounts due isunder quantification.
The exposure of the Company in the SPV /project is ' 13,243.29 lacs.
b) Sidhi Singrauli Road Project Limited (SPV of thecompany) had signed a Concession Agreement(CA) for 30 years for upgradation of the existinghighway from two-lane to four-lane with MadhyaPradesh Road Development CorporationLimited (MPRDC). AJR Infra and Tolling Limited(Formerly Gammon Infrastructure ProjectsLimited) is the EPC contractor for the Project.
The Project was scheduled to commencecommercial operations from 19thSeptember2015. However, delays on account of MPRDC inproviding the required clearances and the Rightof Way (ROW), have resulted in the extension ofthe Commercial Operations Date (COD). Thesedelays have also resulted in increase in projectcost, primarily due to increase in interest duringconstruction period resulting from the timeoverruns and the credit facility with consortiumof banks / lenders was classified as Non¬Performing Asset (NPA).
Meanwhile, the Lead Bank has also issued
notice dated October 15, 2019, for invocationof Corporate Guarantee (CG) issued by theCompany in favor of the SPV's Banks / Lenders,due to financial default by the SPV. The SPVand the company have filed its response datedNovember 11, 2019, to the said notices issuedby the Lead Bank. The Lead bank has alsosent Demand cum loan recall notice dated30th December 2021 demanding repayment ofloan availed from the Consortium of Lenders(Including Indian Bank e-Allahabad Bank andIIFCL). The SPV has duly replied to the noticevide letter dated 31st January,2022. Meanwhile, Hon'ble Debt Recovery Tribunal Delhi (DRT3) has issued Summon/notice under section19(4) of the Act on the application filed againstthe SPV by Punjab National Bank (Lead Bank)for recovery of debts with directions to filethe written statement and to appear beforeRegistrar on February 21, 2024. The SPV hasfiled the written statement on 27.01.2024.
On 15.05.2024 the IA filed by the SPV forcondonation of delay for filing written statementwas rejected against which we are intendingto file an appeal in DRAT. IA for condonationof delay and discharge of directors is listed forfiling reply by the respondents till next date of4th July,2024.
During the year ended March 2021, the SPVhad received notice of intention to terminatethe Project vide letter dated July 17, 2020, fromMPRDC followed by a Termination Notice datedAugust 13, 2020, and advised the SPV vide theirletter dated August 24, 2020 to comply withthe divestment rights and interest under theprovisions of the Concession Agreement andhandover the Project to MPRDC.
Pursuant to the Termination Notice issued byMPRDC, SPV has contested the TerminationNotice vide their letter dated 1st October 2020and has approached MPRDC and Ministry ofRoad Transport and Highways (MoRTH) to findan amicable resolution under the circular datedMarch 09, 2020, on stuck BOT projects issuedby MoRTH in the interest of all the stakeholders.The Company is exploring options to find anamicable resolution for the Project. Meanwhile,the company has also invoked the Arbitrationprocess vide letter dated 22nd February ,2021and a 3-member Arbitration Tribunal has been
constituted. Two virtual hearings were heldand the SPV has submitted its Statement ofclaims amounting to ' 284,804.32 Lacs to theArbitral Tribunal on 8th September,2021 asper its procedural order dated 2nd June,2021/ extensions granted thereunder. Therespondents have also filed their SOD. The SPVhas duly replied to the SOD and counter claimfiled by MPRDC and also filed rejoinder to thewritten statement. In the previous hearings,the order was pronounced with a decision thatMORTH should be a party to the arbitrationproceedings. In the meantime, the Arbitratornominated by the SPV has excused himselffrom the Arbitration due to an age ailment.Accordingly, SPV is seeking a replacementfor the said Arbitrator. The SPV has moved anapplication under 29 (A) before High Court ofMadhya Pradesh for the extension of Arbitrationproceedings which is due to be next heard on29th May,2024.
The conciliation process as agreed betweenthe parties is going on simultaneously in whichlenders of the SPV are also a part of the saidconciliation process. Couple of meetings havetaken place in the last 3 to 4 months' time andissues are moving forward.
In view of the issues and problems associatedwith the progress of the project includingthe final notice to terminate the project andsubsequent developments in various arbitrationhearings as detailed above the Company on aprudent basis during the year ended March 31,2022 on a prudent basis had made provisionfor impairment of its investments and writtenoff/(back) project balances in the books ofaccounts. The exposure of the Company netof provision in the SPV is ' 54,640.27 lacs(non-fund basis). The Auditors of the SPV havehighlighted material uncertainty regardinggoing concern issue in their audit report as atMarch 31, 2024.
c) Bridge project at Cochin: The Greater CochinDevelopment Authority (GCDA) has sought toend the toll collection by unilaterally sealingthe toll booth. Cochin Bridge InfrastructureCompany Limited (SPV) has initiated arbitration/ settlement process. The SPV has also inparallel filed a writ in the matter beforethe Hon'ble Kerala High Court for specific
performance. However, the Government ofKerala approached the Hon'ble High Court forfurther extension of time and the Court grantedextension to settle the matter, subsequent towhich the SPV has filed amended plaint. Thesaid SPV pursuant to the assurance given byGCDA and State Government filed a fresh writpetition for directions to GCDA to pay the duesof SPV. The arbitration process was kept inabeyance.
Matter was last listed on 10th July 2019 wherein itwas argued and after considering the points ofarguments, the Hon'ble High Court passed theorders that the writs petition stands dismissedwith reserving the liberty to seek appropriateresolution before the Arbitral Tribunal. TheSPV is in the process of re-constituting theArbitral Tribunal and has intimated GCDA videits letter dated 3rd January 2020 for revival ofthe Arbitration proceedings and to appointtheir nominee arbitrator. Since, GCDA isneither responding nor appointing its nomineearbitrator, the SPV has filed an applicationunder section 11 & section 14 of the Arbitrationand Conciliation Act with the Hon'ble KeralaHigh Court and duly informed that they havenominated their new arbitrator with regard toreconstitution of the Ld. Arbitral Tribunal. Thematter was listed on 21st June,2022 wherebythe Hon'ble Kerala High Court appointed thesole arbitrator to adjudicate the disputes.Statement of Claim and Statement of defensehas been filed by both the Parties. The partieshave filed rejoinder on March 18, 2023. The SPVhas filed additional documents on 3rd August,2023. The matter was listed on various dates forcross examination of witness and arguments,which has been concluded . The matter isnow listed on 19th June,2024 for complianceof Fees. The SPV had filed the joint extensionapplication under section 29A of the Arbitrationand Conciliation Act for the extension of theArbitration period which has been granted.
The exposure of the Company in the SPV is '2,370.49 lacs (funded). The company has madeprovision for an amount of ' 583.36 lacs beingthe excess of the exposure over the claimamount submitted without considering theinterest which may be awarded by the courts.
d) Hydro power project at Himachal Pradesh - the
Project is stalled due to local agitation relatingto environment issues. The SPV has receivedletter from the Government of Himachal Pradesh(GoHP), to discuss the matter mutually towardsamicable resolution. After the SPV invokedarbitration on 19th February 2018, the arbitrationis now concluded, and the Arbitral Award waspronounced by the Hon'ble Tribunal on 23rdJanuary 2023 in favour of the SPV. Governmentof Himachal Pradesh has moved Sec 34 againstthe captioned award and the SPV has also filedreply as well as the execution petition for thesame. Matter pertaining to Section 34 waslisted on 10th April,2024 wherein the AdvocateGeneral had appeared and sought time forsettlement. The captioned matter as well asthe execution petition is now adjourned to 12thJune,2024.
The amount of award due to the SPV isexpected to be in excess of exposure of' 7,120.20 lacs (funded) and therefore themanagement does not expect any impairmenttowards the exposure. The Management ishopeful of an early settlement in the matterand is confident of recovering the amount ofexposure.
e) The Company has incorporated a SPV fordeveloping Rangit-II Hydroelectric PowerProject in Sikkim on Build, Own, Operate andTransfer (BOOT) basis. The Project involvesthe development of a 66 MW run-of-the-river Hydroelectric Power Project on Rimbiriver, a tributary of river (COD). The Projectis presently in a state of limbo pending thesigning of PPA and achieving financial closure.The Management is of the view that the presentsituation in the power business is temporary anddoes not foresee any need for impairment. Thematter before NCLT of one of the operationalcreditors of the SPV has been settled favorablyin favor of the SPV.
Post withdrawal of the CIRP proceedings,the company has been in discussion withprospective buyers for Sale or otherwisedilution of Company's investment in the SPVand have also obtained in principal approvalvide special resolution at the EGM dated 12thAugust,2022. Subsequently the Company hadentered into a Share Purchase agreement.
There were some conditions precedents which
are yet to be fulfilled as on date. Though thecompany has been actively pursuing the matter,there have been delays in completing some ofthe condition's precedent to the agreementwith the prospective buyer, due to which thecaptioned Share purchase agreement has beenterminated.
The company has made provision in the booksof accounts as at March 31,2024 towards itsentire exposure amounting to ' 10,892.51lakhs(funded) on a prudent basis. "
f) Pravara Renewable Energy Limited (SPV of thecompany) - Pravara has entered into a ProjectDevelopment Agreement (PDA) with Karkhana(Padmashri Dr. Vithalrao Vikhe Patil SahakariSakhar Karkhana Limited) for the developmentof a 30 MW Cogeneration Project on Build-Own-Operate-Transfer (BOOT) basis. The Concessionperiod is 25 years from Commercial OperationDate (COD).
The viability of the project and the ability tocontinue as a going concern depends upon theability of the Company to procure Bagasse/alternate Fuel at a viable price either fromKarkhana under the arrangement to supplythem power in return or from the open Market.
In view of the pending settlement betweenthe Company and Karkhana, the availability ofadequate Bagasse to run the plant at optimumcapacity is a matter of significant uncertainty."
The Company had filed an application underSec 9 of Arbitration and conciliation Act, 1996against Karkhana seeking interim reliefs whichwas heard by the Single judge of Hon'ble HighCourt on 30th October 2021 and after elaboratelydealing with the contentions of both theparties, passed an Order dated 11th April 2022to restrain Karkhana and any representativeacting on behalf of the Karkhana, from enteringthe premises of the Co-generation Plantpending the hearing/final disposal and until finalexecution of the Arbitral Award. In fact the courtin it's order vide paragraph 110 stated "In myopinion, it is unheard of in a civilized society andmuch less in a commercial transaction of suchmagnitude that when the parties have agreedto specific terms and conditions on transferof assets, it would become permissible for acontracting party like the respondent to takeover the assets/co-gen plant of the petitioner,
for pure commercial gains, in a manner unknownto the process of law. Even in commercialtransactions the parties are bound by therule of law, apart from due adherence to theprinciples of trust, honesty, fairness and ethics,which are the backbone of any long commercialrelation between the parties. Any untowarddent to such commercial relationship at thehands of a contracting party would lead to aninstability not conducive to commerce andthe commercial image of a contracting party.There is all the likelihood that for quick andundeserving gains or profits, a party may resortto such business tactics and unfair practices,however, in doing so, they are oblivious thatin the longer run, it is no real commercial gainwhen it comes to such actions being tested inlaw. This, even assuming that the respondenthas spent amounts on repairing or maintenanceof the plant as alleged by the petitioner, whichwould entitle the respondent only to make amonetary claim against the petitioner."
Subsequently, on 2nd May, 2022, after dealingwith the submissions of Karkhana' s appealand contentions of both the parties, DivisionBench of the Hon'ble Bombay High Court hadadmitted the Karkhana' s appeal filed undersection 37 of the Arbitration & Conciliation Act("the Act"), and granted stay of the Order dated11th April, 2022 passed by the Single Judge inCommercial Arbitration Petition (L.) No. 23525of 2021 (filed under Section 9 of the Act by thePetitioner).
The Company subsequently filed Special LeavePetition (SLP) in the Supreme Court against theimpugned Order dated 2nd May 2022 passedby the Hon'ble High Court of Judicature atBombay and after hearing both the parties,Supreme Court had directed the Companyvide order dated 20th May 2022 to approachArbitration Tribunal for relief since the tribunalis constituted. Accordingly, PREL has filed itsrelief application under Sec 17 of Arbitration andconciliation Act, 1996 on 18th July 2022 againstKarkhana before the Arbitral Tribunal.
The Company subsequently filed Special LeavePetition (SLP) in the Supreme Court against theimpugned Order dated 2nd May 2022 passedby the Hon'ble High Court of Judicature atBombay and after hearing both the parties,
Supreme Court had directed the Companyvide order dated 20th May 2022 to approachArbitration Tribunal for relief since the tribunalis constituted. Accordingly, PREL has filed itsrelief application under Sec 17 of Arbitration andconciliation Act, 1996 on 18th July 2022 againstKarkhana before the Arbitral Tribunal.
In the meantime, Karkhana approached DebtsRecovery Tribunal, Aurangabad and the matterwas listed with objections on the maintainabilityand the Interlocutory application No 1239/2021for seeking certain directions for stay. On 29thDecember 2021, Hon'ble DRT Aurangabad,without issuing any notice to the Company,passed an Ex-party order of "Status quo" andgranted the liberty to the Karkhana to settlethe matter with the Lenders. The Companyhad challenged the said Ex-party Order beforethe Hon'ble DRAT, Mumbai. Subsequently,by virtue of order dated 8th September 2022the court receiver has been appointed byDRT Aurangabad, wherein the Company'sconsent had been wrongly recorded for theappointment of a receiver. The Companythereafter filed Civil Writ Petition (L) No.8044/2022 before the Bombay High Court,Aurangabad Bench against the appointment ofCourt Receiver and appraised the court that thePresiding officer of DRAT had excused himselfin the matter and since then an alternate benchhas still not been assigned. The Bombay HighCourt, Aurangabad Bench was pleased to directthe Registry of DRAT vide its order dated 29thMarch 2023 to file its report with respect tothe appointment of an alternate bench. Thereport was duly filed by the Registry of DRATand based on the same, the bench passed anorder that the matter would be heard at DRATChennai and the writ petition was disposed offaccordingly. The next date of hearing is yet tobe notified.
The company has also challenged the awardpassed by the Arbitral Tribunal under Section 34of Arbitration and Conciliation Act, 1996, passedin favor of Ask Energy, an Operational Creditor.
In the meantime, Ask Energy has movedthe execution petition before the Hon'bleHigh Court with a request to issue noticeto Garnishee, Maharashtra State ElectricityDevelopment Corporation (MSEDCL) as well
as Karkhana. On the directions of the Hon'bleHigh Court MSEDCL has deposited a sum of '386.00 lacs under protest and the companyhas opposed the above execution petition atHon'ble High Court.
The borrowing facility of the company hasbeen marked as non-performing assets by thelenders, hence no interest has been debitedby the lenders in the Loan Statements. Thecompany has made provision for interest onthe basis of the last sanction and last revisionof terms. Therefore, the loan balances andfinance cost are subject to confirmation andconsequent reconciliation, if any. Recall noticedate 27/09/2021 and 22/11/2021 were issuedby the Lenders, Central Bank of India and UnionBank of India respectively vide which both thelenders recalled the entire outstanding amountsowed by the Company (Term loan and Cashcredit) to which the company has suitablyreplied.
Also, both the lenders have jointly filed anOriginal Application No. 69/2021 before theDRT-II, New Delhi, against the Company andothers for the enforcement of the claims oflenders against the Company, in respect of theTerm Loan and Working Capital Loan sanctionedto the Company by the lenders. Ex Parte Orderwas passed by DRT II, Delhi with a directionto maintain status quo in respect of assets asper section 19 (4) of the Recovery of Debtsand Bankruptcy Act 1993." The company haschallenged the Order passed by DRT II, Delhi.Written statements and counter claim has beenfiled by the company, however there has beenno reply from the applicants. The matter waskept in abeyance following the admission orderof NCLT and appointment of IRP. The matter washeard on 24th November ,2023 and has beenadjourned for next hearing on 1st July,2024.
Also, on 9th March 2022 / 26th May 2022,
Union Bank of India / Central Bank of Indiarespectively affixed the impugned notice underSection 13(4) of the SARFAESI Act 2002 at thepremises of the Company's Co-gen plant andtaken symbolic possession. The Company haschallenged both the notices in DRT, Mumbai.Both the matters are pending for filing repliesby the Respondents. In the meantime, Leadbank Central Bank of India has moved ahead
and issued notice for sale under Rule 8(6)of the Security Interest (Enforcement) Rulesof SARFAESI Act, 2002 vide letter dated 16thFebruary 2023. The Company filed an IA forStay before DRT Mumbai and order dated 3rdMarch 2023 was passed by DRT that basedon the submission of the Bank no bids werereceived and therefore Auction has failed.
An operational creditor of the Companyhad approached NCLT Mumbai against itsoutstanding dues and submitted its applicationunder Insolvency and Bankruptcy code, 2016in 2018. Though the company had cleared allthe dues in the meantime, final order C.P.(IB)-2976(MB)/2018 dated 6th January,2023 waspassed by Hon'ble NCLT Mumbai bench Court-IIunder Insolvency and Bankruptcy code, 2016 foradmission of the petition and Interim ResolutionProfessional was appointed to carry thefunctions as mentioned under the Insolvency& Bankruptcy Code, 2016. The Company filedan Appeal in NCLAT on against the aforesaidimpugned order and Hon'ble NCLAT whereinwas pleased grant an interim stay vide orderdated 3rd February,2023. The interim stay wasfurther adjourned for 4 weeks from 28.03.2023.The matter has now been tagged along withthe similar appeal filed by one on the lendersof the SPV against the impugned order and isadjourned to 31st July,2024 for next hearing.
The Credit facilities are marked as Non¬Performing Assets. The use of coal as analternate fuel has other issues of cost andoperations. The lenders also are not providingany further funding for the procurement of theinventory for the running of the plant. All theseconditions indicate a material uncertainty inthe Company's ability to continue as a goingconcern. Also, Karkhana has taken illegal /unauthorized possession of the Plant and hasbeen running the plant without authorization /consent of the Company. In view of the abovesituation, power generated for the period Jan22 to till date exported to the Grid has notbeen accounted for as Revenue in the booksof the Company. Similarly, Fuel (Bagasse)and electricity consumed at the Plant for thegeneration of power for the captioned periodof Jan 22 till date has not been accounted asexpense / Inventory in the books of accounts.
The management, however, is hopeful ofresolving the issues and accordingly thesefinancials are prepared on a going concernbasis. In view of the multiple legal issues goingon at various forums and the SPV still being notin possession of the Plant, the funded exposureof the Company in the SPV amounting to '10,745.53 lacs has been provided in the booksas at March 31, 2024 on a prudent basis. TheCompany has provided a letter of Comfort tothe lenders towards their credit facilities.
In view of the above-mentioned facts themanagement of the SPV contends that
1. The litigation is outstanding since morethan 2 years and there is no progress in thematter before the courts.
2. The receiver appointed by the DRT doesnot report the transactions to the Companyand takes decisions of the CompanyManagement.
3. Since there is no progress in the matterin accordance with IND AS 110 para 7 theCompany has effectively lost control overthe operations and is unable to directthe variable rights from its exposure in itsfavour.
4. It has no record of transaction entered intoon its accounts nor it has access to its cashflows.
Therefore, pending the settlement of thelitigation, the Company contends it has nocontrol and does not satisfy para 7 of INDAS 110.
The Statutory Auditors of the SPV on accountof non-inclusion of aforesaid transactionsconducted by the receiver has given adisclaimer of opinion.
There is a continuing mismatch of cash flowsincluding the dues to the subsidiary which aredue for repayment pursuant to negotiation., Thecurrent liabilities are in excess of current assets by' 1,49,228.65 lacs as at March 31 ,2024. The liquiditycrunch is affecting the Company's operation withincreasing severity. Further, various projects of theCompany as stated in detail in Note 27 above areunder stress and the outcome of the continuance ofthese projects would be dependent upon favorable
decision being received by the Management on theoutstanding litigations. The resolutions planned bythe Management are pending since a long time andare not concluding in favor of the Company.
The Management, however, is confident that thegoing concern assumption and the carrying valuesof the assets and liabilities in these StandaloneFinancial Results are appropriate. Accordingly,the Revised Financial Statements do not includeany adjustments that may result from theseuncertainties.
29 Other Fi nancial Assets includes ' 1,514.01 lacs duefrom Western Coalfields Limited (WCL) on accountof wrongful encashment of bank guarantee againstwhich the Company has filed a suit for Recoveryof damages. Subsequent to the encashment, theCompany has filed an application for convertingearlier injunction application to suit for recovery ofdamages. The Company has sought a legal opinionin this matter and has been advised that it has agood case for recovery of the amount. On the lasthearing dated 29th November, 2023 evidence wasfiled and the matter has next been listed next on 19thJune,2024. The Management is hopeful of gettingfavourable decision on the matter and recovery
of damages based on legal advice on the matter.However, due to considerable elapse of time andin view of the delay in the legal proceedings, thecompany has made full provision of ' 1,514.01 lacstowards this amount receivable from WesternCoalfields Limited (WCL) in the books of accounts asat March 31, 2024 on a prudent basis.
30 During the previous periods, in respect of 2 (two)of its subsidiary companies, Corporate InsolvencyResolution Proceedings (CIRP) were initiated byfinancial creditors of the respective subsidiariesby filing a petition before the Hon'ble NationalCompany Law Tribunal (NCLT). The NCLT admittedthe petition and accordingly, the Boards of therespective subsidiaries were superseded, andInterim Resolution Professional/ ResolutionProfessional (RP) were appointed. Accordingly,the Company, namely, AJR Infra and TollingLimited (Formerly Gammon Infrastructure ProjectsLimited) lost control over these 2 subsidiaries. Thesubsidiaries are:
a) Patna Highway Projects Limited (PHPL): PatnaHighway Projects Limited (PHPL): One of theLender i.e., Corporation Bank (merged with
Union Bank of India w.e.f. 1st April 2020) hadfiled an application under the provisions ofInsolvency and Bankruptcy Code, 2016 (IBC)with NCLT which had been admitted and anInterim Resolution Professional (IRP) had beenappointed on 7th January 2020.
Resolution Plan submitted by Silver Pointhad been accepted by the COC/ ResolutionProfessional (RP) and application was filedby RP before NCLT for approval of Resolutionplan of Silver Point. The Company had alsofiled an application for approval of Company'sResolution Plan before NCLT. The NCLT videorder dated May 10, 2022, has approved theresolution plan oof Silver Point and rejectedthe application for approval of Resolution Plansubmitted by the company. The Company hadfiled two appeals on 13th July 2022 against theimpugned order in NCLAT. Appeal/920/2022was filed against approval of Resolution Planof Silver Point and Appeal/922/2022 was filedagainst rejection of Company's Resolutionplan. The matters were taken up on 10.05.2023,wherein Appeal/920/2022 was reserved fororder and finally the captioned appeal wasdismissed by Hon'ble NCLAT vide order dated25th May, 2023.
The Company has filed Civil Appeal in theSupreme Court against the impugned Order on3rd July,2023. The, Appeal/922/2022 which wasfiled against rejection of Company's Resolutionplan was also thereafter dismissed and theCompany has filed the Civil appeal beforeSupreme Court against the impugned orderdated 20.10.2023. The Company has also filedIA (I.B.C)-5000/2023 on September 6, 2023,in NCLT New Delhi under Section 65 of theInsolvency and Bankruptcy Code against RP andothers for Fraudulent and Malicious Initiation ofthe Corporate Insolvency Resolution Process bythe RP in active connivance of the Banks, ARC,SRA. The Matter was heard on 6th February,2024wherein it was dismissed with liberty torestore. The Company has filed the RestorationApplication and accordingly the matter hasbeen restored and listed next on 9th July,2024.
Vide letter dated 7th November,2023, theCorporate Guarantee provided by the Companyamounting to ' 1,19,024.39 Lacs has beeninvoked by Phoenix ARC Private Limited in
favour of whom the lender's of PHPL hadearlier assigned their respective debts. TheCompany has taken legal opinion and is in theprocess of contesting the Corporate Guaranteeinvocation in Court. In the meantime PhoenixARC Private Limited has filed an application toinitiate Corporate insolvency process againstthe company under Sec 7 of IBC ,2016. TheCompany has filed IA under section 60 (5)of IBC, 2016 seeking sine die Adjournmentto the said proceedings before the Hon'bleHigh Court, Mumbai and the next date ofhearing is 28th June,2024. The Company hasnot accounted the invocation of the CorporateGuarantee as it is contesting the same.
The Net exposure of the Company is ' 21,294.65lacs (funded). Pending the outcome, in viewof the long pendency of the matter underlitigation, although the Lawyers have advisedthe management that it has a good case fora favourable outcome of the litigation, theCompany out of abundant caution and on theprinciple of prudence has impaired the entireexposure in the books as at March 31, 2024 in itsbooks for accounting purposes while retainingits right to litigate.
b) Rajahmundry Godavari Bridge Limited (RGBL):One of the Consortium Banks of RGBL hadinitiated and filed an application under theprovisions of Insolvency and Bankruptcy Code,2016 (IBC) with NCLT. The Hon'ble NCLT hadpassed an order dated 27th February 2020admitting the matter to Corporate InsolvencyResolution Process (CIRP) under the IBC andappointing an Interim Resolution Professional(IRP) on 27th February 2020. The IRP has beenreplaced with a new Resolution Professional(RP) pursuant to the Hon'ble NCLT orderdated August 21, 2020, which was issued onSeptember 08, 2020, based on an applicationfiled by the Committee of Financial Creditors/ Lenders and the new RP has taken charge ofRGBL from the erstwhile IRP and the Project.
The Company had filed an InterventionApplication at Hon'ble NCLT being aggrievedby the rejection of COC to consider theproposal dated 24.02.2022 of the applicantunder section 12A of IBC. The matter waslisted on 7th June,2022 for admission of thepetition. The Hon'ble Members were pleased
to direct the RP to file reply to the subject IA and further stated that upon approval of the resolution planby the CoC, application under section 12A is not maintainable. At the next hearing dated 21st June,2022 thecompany requested for time to file an affidavit in rejoinder to the reply filed by the Resolution Professional.Resolution Plan submitted by M/s. Prakash Asphaltings & Toll Highways (India) Limited has been accepted bythe COC/ RP against which the company had filed an intervention application before NCLT, challenging theResolution Plan, which has since been rejected by Hon'ble NCLT. The NCLT vide order dated August 10, 2022,has approved the resolution plan. The company has filed an appeal against the impugned order in NCLATwhich was pending admission. The Company has subsequently withdrawn the appeal pending and the samewas approved vide Hon'ble NCLAT order dated 16th May, 2023. The company had made full provision in thebooks of accounts as on date towards its entire funded exposure in the SPV amounting to ' 1,08,190.66 lacson a prudent basis. The balance non funded exposure in SPV is ' 9,811.02 lacs as at March 31,2024. No noticefor recovery against the corporate guarantee has been received by the Company.
a) The Company has taken office premises on leave and license basis which are cancellable contracts.
The Company's operations constitutes a single business segment namely "Infrastructure Development" as perINDAS 108. Further, the Company's operations are within single geographical segment which is India. As such,there is no separate reportable segment under Ind AS - 108 on Operating Segments.
There is no revenue from operations and therefore the disclsosure of major customer is not provided.
Details are given in Annexure -1
There are no derivative instruments outstanding as at March 31, 2024 and March 31, 2023 . The Company has noforeign currency exposure towards liability outstanding as at March 31, 2024 and March 31, 2023.
The management assessed that fair value of cash and short-term deposits, trade receivables, trade payables,book overdrafts and other current financial assets and liabilities approximate their carrying amounts largely due tothe short-term maturities of these instruments.
This section explains the judgments and estimates made in determining the fair values of the financial instrumentsthat are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair valuesare disclosed in the revised financial statements. To provide an indication about the reliability of the inputs usedin determining fair value, the group has classified its financial instruments into the three levels prescribed underthe accounting standard. An explanation of each level follows underneath the table.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents the fair value measurement hierarchy of financial assets and liabilities measured atfair value on recurring basis as at March 31, 2024 and March 31, 2023
The Company is in the business of infrastructure development and it undertakes projects in multiple infrastructuresegments. The nature of the business is complex and the Company is exposed to multiple sector specific andgeneric risks. PPP projects which the Company undertakes are capital intensive and have gestation periodsranging between 3 to 5 years; coupled with longer ownership periods of 15 to 35 years. Given the nature of thesegments in which the company operates, be it in the Road Sector, Power Sector, Ports or Urban Development,it is critical to have a robust, effective and agile Risk Management Framework to ensure that the Company'soperational objectives are met and continues to deliver sustainable business performance. Over the years,several initiatives have been taken by the Company to strengthen its risk management process. An enterprisewide comprehensive risk management policy including risk appetite, tolerance and risk limits for more effective,informed and measurable risk management has been developed and it continues to evolve.
The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk, and interest rate risk,regulatory risk and business risk. The Company's primary focus is to foresee the unpredictability of financialmarkets and seek to minimize potential adverse effects on its financial performance. The primary market risk tothe company is interest rate risk.
The Board of Directors reviews and agrees policies for managing each of these risks, which are summarisedbelow:
Business/ Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuatebecause of changes in market prices.
One of the first and foremost business risk is the achievement of the traffic projections made at the timeof the bid. This will include the introduction of alternate roads by the state or central government whichimpacts the traffic projected to ply on the asset under the control of the Company. The concessionagreement provides some safeguards in this regard but many of them are unforeseen and exposes theCompany / SPV to risk. "
Infrastructure projects are typically capital intensive and require high levels of long-term debt financing. TheCompany intends to pursue a strategy of continued investment in infrastructure development projects. Inthe past, the Company was able to infuse equity and arrange for debt financing to develop infrastructureprojects on acceptable terms at the SPV-level of relevant projects. However, the Company 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 frombanks and financial institutions; the success of its current infrastructure development projects. Besides, thereare also several other factors outside its control. However, the Company's track record has enabled it to raisefunds at competitive rates. The Company's average cost of debt remains at 11.5% p.a.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on thatportion of loans and borrowings affected. With all other variables held constant, the Companies profit beforetax is affected through the impact on floating rate borrowings, as follows:
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currentlyobservable market environment, showing a significantly higher volatility than in prior years.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrumentfails to meet its contractual obligations, and arises principally from the Company's receivables fromcustomers and investment securities. Credit risk arises from cash held with banks and financial institutions,as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure tocredit risk is equal to the carrying value of the financial assets. The objective of managing counterparty creditrisk is to prevent losses in financial assets.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amountingto ' 524.41 lacs as at March 31, 2024 and ' 524.41 lacs as at March 31, 2023 , which is primarily from the SPV ofthe Company.
The company's principal sources of liquidity are cash and bank balances and the cash flow that is generatedfrom operations.
The company has outstanding borrowings of ' 6,148.76 lacs as at March 31, 2024 and ' 13,928.30 lacs as atMarch 31, 2023.
The companies' working capital is not sufficient to meet its current requirements. Accordingly, liquidity riskis perceived. The Current Liabilities of the Company exceeds current Assets by ' 1,45,078.65 Lacs as atMarch 31, 2024 and by ' 1,42,468.05 Lacs as at March 31, 2023. These conditions indicate the existence of anuncertainty as to timing and realization of cash flow of the company.
The Company is operating in a highly competitive environment with various Companies wanting a pie in theproject. This invariably results in bidding for projects at low margins to maintain a steady flow of the projectsto enable the group to retain the projects team and to maintain sustainable operations for the Company andthe SPVs. The ability of the Company to build the infrastructure at a competitive price and the ability to startthe tolling operations is very important factor in mitigating the competition risk for the group.
Raw materials, such as bitumen, stone aggregates cement and steel, need to be supplied continuously tocomplete projects undertaken by the group. As mentioned in the earlier paragraph of the business risk andthe competition risk the input cost is a major risk to attend to ensure that the Company is able to contain theproject cost within the estimate projected to the lenders and the regulators. To mitigate this the group sub¬contracts the construction of the facility at a fixed price contract to various subcontractor within and withoutthe group.
Since the operations of the group are within the country the group is not exposed to any exchange riskdirectly. The group also does not take any foreign currency borrowings to fund its project and therefore theexposure directly to exchange rate changes is minimal. However there are indirect effects on account ofexchange risk changes, as the price of bitumen, which is a by-product of the crude, is dependent upon thelanded price of crude in the country.
For the purpose of the Group's capital management, capital includes issued equity capital, convertiblepreference shares, share premium and all other equity reserves attributable to the equity holders of the parent.The primary objective of the Group's capital management is to maximise the shareholder value.
The Group manages its capital structure and makes adjustments in light of changes in economic conditionsand the requirements of the financial covenants. To maintain or adjust the capital structure, the Group mayadjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Groupmonitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The gearing ratioin the infrastructure business is generally high. The Group includes within net debt, interest bearing loans andborrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.
39 The information about transaction with struck off Companies (defined under section 248 of the Companies Act,2013 or section 560 of Companies Act, 1956) has been determined to the extent such parties have been identifiedon the basis of the information available with the Company and the same is relied upon by the auditors.
The Ministry of Corporate Affairs (MCA) by the Companies (Accounts) Amendment Rules 2021 has prescribed anew requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 insertedrequiring companies, which uses accounting software for maintaining its books of account, shall use only suchaccounting software which has a feature of recording audit trail of each and every transaction, creating an editlog of each change made in the books of account along with the date when such changes were made andensuring that the audit trail cannot be disabled. Company has audit trail enabled at Tally Prime application leveland not at database levels.
As required under above rules, the Company is using Tally Prime application as accounting software formaintaining its books of account which has a feature of recording audit trail (edit log) facility and the samehas been operated throughout the year for all transactions recorded and the audit trail feature has not beentampered with. The Tally Data is in an encrypted form and therefore direct access of the data does not provideany meaningful methodology to edit the data."
These Financial Statements are revised for reasons disclosed in Note no 1 (C ) as disclosed herein above.
43 The balance sheet, statement of profit and loss, cash flow statement, statement of changes in equity, statementof material accounting policy information and the other explanatory notes forms an integral part of the revisedfinancial statements of the Company for the year ended March 31, 2024
As per our report of even date For and on behalf of the Board of Directors of
Chartered AccountantsFirm Registration No. 106971W
Partner Whole-Time Director Non-Executive Director
M.No. 124960 DIN: 06641595 DIN: 06387528
Dated : August 14, 2024 Chief Financial Officer Company Secretary
M.No ACA 063188 M. No. ACS 18501