Provisions involving substantial degreeofestimation in measurementare recognized when thereisalegal orconstructiveobligation as a result ofpast events and it is probable that there will be an outflow ofresources and a reliable estimate can be made ofthe amount ofobligation. Provisions are not recognized forfuture operating losses.The amount recognized as a provision is the best estimate oftheconsideration required to settle the present obligation at the end ofthe reporting period, taking into account the risks and uncertainties surrounding the obligation.
Contingent liabilities is not recognized and are disclosed by way of notes to the financial statements when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or when there is a present obligation that arises from pasteventswhereit is either not probablethatan outflowofresources will be required to settlethesameorareliableestimate ofthe amount in this respect cannot be made.
Contingent Assets are disclosed in the financial statements by way of notes to accounts when an inflow ofeconomic benefits is probable.
1.15Post-employment, long term and short term employee benefits Defined contribution plans Provident Fund
TheCompany pays providentfund contributionsto publiclyadministered providentfundsas per local regulations. TheCompany has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as employee benefit expense when they are due.
Defined benefit plans Gratuity (Unfunded)
Gratuity is a post-employment benefit and is in the nature of a defined benefit plan. The liability recognised in the financial statement in respect ofgratuity is the present value ofthe defined benefit obligation at the reporting date less the fairvalue of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs.The defined benefit/obligation is calculated at or near the reporting date by an independent actuary using the projected unit credit method.
Actuarial gains and losses arising from past experience and changes in actuarial assumptions are credited or charged to the statement ofOCI in theyear in which such gains or losses are determined.
Compensated absences
Liability in respect of compensated absences becoming due or expected to be availed within one year from the balance sheet date is recognised on the basis of undiscounted value of estimated amount required to be paid or estimated value of benefit expected to be availed by the employees. Liability in respect ofcompensated absences becoming due or expected to be availed more than oneyear afterthe balance sheet date is estimated on the basis ofan actuarial valuation performed byan independent actuary using the projected unit credit method.
Actuarial gains and losses arising from past experience and changes in actuarial assumptions are charged to statement of profit and loss in the year in which such gains or losses are determined.
Short Term Employee Benefits
Recognised at the undiscounted amount as expense for the year in which the related service is provided.
1.16Revenue Recognition Service Revenue
The Company recognises revenue when the company satisfies a performance obligation by transferring a promised service to a customerand it is probable that thecompanywill collect theconsideration to which itwill beentitled in exchangefortheservices.
Interest Income
Interest income is generally recognized on a time proportion basis by considering the outstanding amount and effective interest rate.
For all financial instruments measured at amortized cost, interest income is recorded using effective interest rate (EIR), which is the rate that exactly discounts the estimated future cash payments or receipts through the expected life ofthefinancial instruments or a shorter period, where appropriate, to the net carrying amount ofthefinancial asset. When calculating the effective interest rate, thecompany estimates theexpected cash flows by considering all the contractual terms ofthefinancial instrument. Interest income is included in other income in the statement of profit and loss.
Other Income
Other Income is recognized when right to receive is established.
Borrowing cost comprises ofinterest and othercosts incurred in connection with the borrowing ofthefunds. All borrowing costs are recognized in the Statement of Profit and Loss using the effective interest rate method except to the extent attributable to qualifying asset which are capitalized to the cost of the related assets. A qualifying asset is an asset, that necessarily takes a substantial period oftime to get ready for its intended use or sale. Borrowing cost also includes exchange differences to the extent considered as an adjustment to the borrowing costs.
Income tax expense representing the sum of current tax expenses and the net charge of the deferred taxes is recognized in the statementofprofit & loss except totheextent that it relates to items recognized directly in equityorother comprehensive income.
Current income tax is provided on the taxable income and recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Taxable Income differs from 'profit before tax'as reported in the statement ofprofit and loss because of items of income or expense taxable on the basis different than that considered for recognition in the accounts and also due to the items that are taxable or deductible in other years and items that are never taxable or deductible.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized forall taxable temporary differences. Deferred tax assets are generally recognized forall deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end ofthe reporting period.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be utilised.
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events including a bonus issue.
For the purpose ofcalculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
The preparation of financial statements in conformity with Indian Accounting Standards (Ind AS) requires management of the company to makejudgments, estimates and assumptions that affect the reported amount of revenues, expenses, assets, liabilities and related disclosures concerning the items involved as well as contingent assets and liabilities at the balance sheet date.
The estimates and management's judgments are based on previous experience and other factors considered reasonable and prudent in the circumstances. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised.
The areas involving critical judgement are as follows:
Property, plant and equipment / intangible assets are depreciated / amortised over their estimated useful lives, after taking into account estimated residual value. The useful lives and residual values are based on theCompany's historical experience with similarassets and take into accountanticipated technological changes. Thedepreciation/amortisation forfuture periods is revised ifthereare significant changesfrom previous estimates.
The assessments undertaken in recognizing provisions and contingencies have been made in accordance with Ind AS 37, 'Provisions, Contingent Liabilities and Contingent Assets'. The evaluation of the likelihood of the contingent events has required bestjudgment by management regarding the probability ofexposure to potential loss. The timing of recognition and quantification of the liability requires the application of judgement to existing facts and circumstances, which can be subject to change.
Employee benefitobligationsare measuredon thebasisofactuarial assumptionswhich includemortalityand withdrawal rates as well as assumptions concerning future developments in discount rates, the rate ofsalary increases and the inflation rate. The Company considers that the assumptions used to measure its obligations are appropriate.
The Company's taxjurisdiction is India. Significantjudgements are involved in estimating budgeted profitsfor the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions.
Deferred tax assets are recognised for unused tax losses and unused tax credit to the extent that it is probable that taxable profitwould beavailableagainst which the lossescould be utilised. Significant managementjudgment is required to determine theamountofdeferred taxassets that can be recognised, based upon the likelytiming and the level offuture taxable profits together with future tax planning strategies.
Someofthe Company's assets and liabilities are measured atfairvalueforfinancial reporting purposes. In estimating thefair value ofan asset or a liability, the Company uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the Company engages third partyvaluers, where required, to perform thevaluation. Information aboutthe valuation techniques and inputs used in determining thefairvalueofvarious assets and liabilities are disclosed in the notes to the financial statements.
E Company hasgiven Corporate Guaranteeof ? 67(000.00lakhs (AsatMarch31(2023 ? 67(000 Lakhs)tothe lendersofSubsidiariesand Associatesforthe Financial Assistance availed bythem.
F During the FY 2020-21(Company has converted Unquoted Unsecured Optionally Convertible Debentures in MahakaleshwarTollways Pvt Ltd carried atfairvaluethrough Profit & Loss into loan. Same is pending for approval of lender.
G Kurukshetra Expressway Pvt. Ltd. (KEPL) an associate of the Company has terminated the Concession agreement with NHAI in the financial year 2021-22 pursuant to which the project has been transferred to NHAI.
In this regard( KEPL has filed claims aggregating ? 4(76(641 lakhs in respect of termination payment and other losses in terms of Concession agreement which are at different stages ofproceedingswith Learned Arbitral Tribunal and Hon'ble Delhi High Court.
H MahakaleshwarTollways Pvt Ltd. (MTPL) an associate ofthe Company has received a Notice dated January27( 2022 from M.P. Road Development Corporation Ltd ("MPRDC'X for Termination of Concession Agreement entered into between MTPL and MPRDC. As per the said Notice( MPRDC is deemed to have taken possession and control of Project.
Further more( MTPL has also issued Termination Notice to MPRDC on account ofMPRDC default and filed statement ofclaims of? 214(916 lakhs including Termination paymentand otherdamages. MTPL has filed "Arbitration Petition" beforethe Madhya Pradesh Arbitration Tribunal - Bhopal under Madhya Pradesh Madhyastham Adhikaran Adhiniyam( 1983 for Claims including Termination payment.
I In case of subsidiary company( SolapurTollways Private Limited (STPL) National Highway Authority of India (NHAI) has suspended the Rights of Toll Collection ofthe Concessionaire (STPL) pursuantto relevant clauses ofthe Concession Agreement (CA) without prejudice to their rights and remedies underCAwith effectfrom January 12(2023. The Projectwas taken over on "As iswhere is Basis" fora period of180days i.e.till July 11(2023. Further based on request ofSenior Lenders and Concessionaire for extension of suspension period( NHAI has approved the extension of Suspension period upto May 6( 2024. Further Orders from NHAI are awaited. SolapurTollways Pvt. Ltd. (STPL) has received an email noticefrom Union BankofIndia( Lead bankerfrom the Consortium ofSenior Lenders /Bankers on February 02 2024( regarding a petitionfiled undersection7 ofInsolvencyand BankruptcyCode(2016('IBC') beforethe Hon'ble National Company Law Tribunal - Kolkata Bench (NCLT-Kolkata)( alleging default in payment ofdues and seeking initiation ofCorporate Insolvency Resolution Process (CIRP) againstSTPL.
Similar petition by Srei Equipment Finance Limited( who has provided Sponsor debt under the Sponsor Support Undertaking to the Senior Lenders is pending before NCLT-Kolkata( citing default in payment oftheir dues.
Management is taking necessary steps to address these matters. In view ofthe Managementthe Investments and Receivable ofthe Companyfrom STPLas recognized in the financial statements are reasonable and holds good for recovery.
J In case of Subsidiary Company Guruvayoor Infrastructure Pvt. Ltd. (GIPL)( preliminary Termination Notice has been received from National Highway Authority of India (NHAI)dated April 13( 2023 for curing ofalleged eventofdefaults^gainstwhichGIPLhasfiled anapplicationto the Learned Arbitral Tribunal( which hasthrough its interim orderdated April 21(2023 statedthat NHAI will nottake any precipitative action pursuant tothe preliminarytermination noticetillthe disposal ofthe applicationwhich is still pending adjudication.
Also( The Officers ofthe Directorate of Enforcement conducted search proceedings u/s 17(1 -A) ofthe Prevention of Money Laundering Act 2002 (PMLA) at the Office Premises ofGuruvayoor Infrastructure Pvt. Ltd. (GIPL). The Officers ofthe Directorate ofEnforcement have passed an orderagainstGIPL(to freezethe movable properties (including Bankbalanceandfixed deposits)tothetune of? 12(521.42 lakhs.
K During the FY 2023-24( Company has converted Unquoted Unsecured Optionally Convertible Debentures in SolapurTollways Private Limited into Short Term Unsecured Loan.
32 FINANCIAL INSTRUMENT RELATED DISCLOSURES i) Capital Management
The primary objectiveofcompany's capital management is tosupport its road projects (SPVs) and provideadequate capital to its businessforgrowth and creation of sustainable stakeholder value. The company's capital comprises of share capital and retained earnings attributable to equity shareholders. The company manages its capital structure in light ofchanges in the economic and regulatoryenvironment and the requirements of the financial covenants.
Thecompanymanages its capital structureand makes adjustments in lightofchanges in economicconditions and requirementoffinancial covenants. Breaches in meeting the financial covenants would permit the lenders to call loans and borrowings or charge some penal interest. The Company, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. In order to maintain or adjustthe capital structure, theCompanymayadjust thedividend payments to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.The Company includes within netdebt, loans and borrowings, less cash and cash equivalents.
No changes were made in the objectives, policies or processes for managing capital during the year ended March 31,2024 and year ended March 31,2023.
iii) Financial RiskManagement
The company's principal financial liabilities comprises ofborrowingsand other payables.The main purpose ofthesefinancial liabilities istofinancethe company'soperations. The company's principal financial assets include investments in equityand debt instruments, loans (advances to related parties)(trade and other receivables, and cash and short-term depositsthatderivedirectlyfrom itsoperations.Thecompany is exposed tothefollowing risksfrom its use offinancial instruments:- Credit risk- Liquidity risk- Interest rate risk
The company's board of directors has the overall responsibility for the establishment and oversight of the company's risk management framework. This note presents informationaboutthe risks associated with its financial instruments,thecompany's objectives, policies and processesformeasuring and managing risk, and thecompany's management ofcapital.
Credit Risk
The Company is exposed to credit riskas a result ofthe riskofcounterparties defaulting on theirobligations. The Company's exposure to credit riskprimarily relates to cash and cash equivalent, investments in equity and debt instruments, loans & other financial assets and accounts receivable.
The Company monitors and limits its exposure to credit riskon a continuous basis. Credit Riskon cash and cash equivalents is limited as the Company generally invest in deposits with nationalized banks. Investments in equity and debt securities consist of investment in subsidiaries/associates. Loans are primarily provided to subsidiaries/associates and are in the nature ofshort-term as the same is repayable on demand.
The Company's credit riskassociated with accounts receivable is managed through periodical review ofthefinancial reliability of its customers,taking into accountthe financial condition, current economictrends and analysis ofhistorical bad debts and ageing ofaccounts receivables.
33 TheCompanydid not haveanytrasactionswithCompanies struckoffundersection 248 ofCompaniesAct(2013orsection 560ofCompaniesAct(1956duringtheCurrent and Previous Financial Year.
34 Additional Regulatory information required by schedule III tothe Companies Act(2013
i. TheCompanydo not haveany Benami property(Whereany proceeding has been initiated or pending againsttheCompanyfor holding anyBenami property under the Benami Transaction Prohibition Act( 1988 (45 of 1988) and Rules made thereunder.
ii. The Company has not been declared willful defaulter byany bankorfinancial institution oranyother lender.
iii. The Company have nottraded or invested in Crypto currencyor Virtual Currencyduring thefinancial year.
iv. Utilisation of borrowed funds and share premium
I. The Company have notadvanced or loaned or investedfundsto anyother person orentity( includingforeign entities (Intermediaries)withthe understanding thatthe Intermediary shall:
a. directlyor indirectlylendorinvestin otherpersons orentities identified in anymannerwhatsoeverbyoron behalfoftheCompany(Ultimate Beneficiaries); or
b. provideanyguarantee(securityorthe liketo or on behalfofthe Ultimate Beneficiaries.
II. The Company have not received anyfund from any person orentity( includingforeign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directlyor indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfofthe Funding Party (Ultimate Beneficiaries);or
b. provideanyguarantee(securityorthe likeon behalfofthe Ultimate Beneficiaries.
v. TheCompanydoes not have anytransactionwhich is not recorded inthe books ofaccountsthat has been surrendered ordisclosed as incomeduringtheyear inthe taxassessments underthe IncomeTaxActJ961 (suchas^earch orsurveyoranyother relevantprovisionsofthe IncomeTaxActJ961).
vi. The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act( 2013 read with Companies(Restriction ofnumber of layers) Rules( 2017.
35 Thesefinancial statements has been approved and adopted by Board ofDirectors ofthe Company intheir meeting dated May23( 2024for issueto the shareholdersfor theiradoption.
As perour report ofeven date
For S S Kothari Mehta&Co. LLP For and On behalfofthe Board of Directors
Chartered Accountants
Firm Registration No. 000756N/N500441
Rana Sen Santanu Ray Bajrang K Choudhary
Partner Director Managing Director
Membership No.066759 DIN: 00642736 DIN: 00441872
Place: Kolkata Ankita Rathi Arindam Bhowmick
Date: May 23( 2024 Company Secretary Chief Financial Officer