* The Beneficial Interest represents all the rights in 1,65,40,315 equity shares of Indira Containers Terminal Private Limited which have been assigned to the Company under an agreement for which the Company has paid consideration. Since these represents all the interest in the equity shares the same are carried at fair value through profit and loss.
# Consequent to the closure of pending litigations relating to Rajahmundry Godavari Bridge Limited shares, the Company has adjusted the carrying value of equity shares against the impairment provision.
## In the case of Patna Highway Projects Limited (PHPL) equity shares, on account of the pending litigations before the Hon'ble Supreme Court (Refer Note 29 (a)) the investment is being continued (fully impaired) although the same are not appearing in the demat account.
Expected Credit Loss:
Since the Company calculates impairment under the simplified approach the Company does not track the changes in credit risk of trade receivables the impairment amount represents lifetime expected credit loss. Hence the additional disclosures in trade receivables for changes in credit risk and credit impaired trade receivable are not disclosed.
In respect of Sidhi Singrauli Road Projects Limited, no ECL is created as there is an overall amount due considering the advance received from Sidhi Singrauli Road Projects Ltd.
c) Utilisation of Borrowed funds and share premium:
The Company has advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary.
In assessing the realisability of deferred income tax assets, Management considers whether some portion or all of the deferred income tax assets will not be realised. The ultimate realisation of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax assets, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, Management believes that the Company will realise the benefits of those deductible differences. The amount of the deferred income tax assets considered realisable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.
b) Terms / rights attached to equity shares
The Company has only one class of equity shares having a par value of ' 2/- per share. Each holder of equity shares is entitled to one vote per share. The shareholders are entitled to dividend in the proportion of their shareholding. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after payment of all external liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.
a) The company has not taken any fresh term loan from banks and financial institutions during the year.
b) Intercorporate Deposit (Secured)
During the previous year, the Company has taken loan from Ambica Capital Markets Limited (ACML) vide agreement dated April 7, 2022. The said ICD needs to be used for various lawful purpose in respect of lawful business 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 form 3,22,51,680 shares of Indira Containers Terminal Private Limited and 1,44,49,994 shares of Youngthang Ventures Private 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 default additional interest @1% per annum is applicable. However as per letter dated June 6, 2022 the term of interest is modified where the payment of interest is to be made on yearly basis.
Invocation of Pledge of shares in the event of default:
During the year, in view of the default of the company to repay the term loan as per the loan/pledge agreement, the secured lender of the Company has invoked pledge of shares given as security towards the said term loan. With the above invocation, the aforementioned shares of 2 of the companies SPV , namely Youngthang Power Venture Limited(YPVL) (1,44,49,994 equity shares equivalent to 100% shares of the SPV) and Indira Container Terminal Private Limited (ICTPL) (3,22,11,365 equity shares equivalent to 31.71% shares of the SPV) had been transferred to the DP account of the Lender.
Further during the quarter ended September 30, 2024, the Lender has intimated the Company about assignment of all rights , interest , Privileges , Security interest under Loan / Pledge agreement in favour of the third Party who in turn has intimated appropriation of amounts towards outstanding loans through sale of underlying pledged shares. In view of the above, the Company has given effects in the books of accounts and the outstanding loan amount including interest thereon has been adjusted against the investment made by the Company in the Captioned shares. Consequently , ICTPL and YPVL cease to be the subsidiaries of the Company and the deconsolidation impact has been taken in the books of accounts.
Delay & default disclosure:
There was delay in payment of Interest accrued and due to Ambica Capital Markets Limited during the year, total amount of interest o/s till the date of conversion was paid on September 4, 2024 amounting to ' 168.99 lacs
c) Intercorporate Deposit (Unsecured)
During the previous 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 ) .
The delays/default pertaining to Unsecured Loan from Kasam Holding Private Limited is given in note no. 8.2 (g)
(a) Details of Recall of credit facility covered under Corporate guarantee of SSRPL
During the earlier years bankers to Sidhi Singrauli Road Project Limited (SPV) have recalled loan facility amouting to ' 30,892.45 lacs and also written to Company for encashment of Corporate Guarantee issued towards loan availed by SPV. Company has disclosed liability towards bankers for amount of loan or CG whichever is lower and shown as receivable from the SPV.
(b) Details of Recall of credit facility covered under Corporate guarantee of RGBL
During the earlier years bankers to Rajahmundry Godavari Bridge Limited (SPV) have recalled loan facility amounting to ' 78,052.00 lacs and also written to Company for encashment of Corporate Guarantee issued towards loan availed by SPV. Company has disclosed liability towards bankers for amount of loan or CG whichever is lower and shown as receivable from the SPV. During the year, the lenders have adjusted the security of Mutual Fund and Fixed Deposit pledge to them of an amount of ' 8,342.47 Lacs.
(c) Margin money of 100 lacs (Previous year 100 lacs) was received towards a Performance Bank Guarantee issued by AJR Infra and Tolling Limited (Formerly Gammon Infrastructure Projects Limited) in favour of MbPT as required in the 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 Project companies ( 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,2022 according 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.
(e) Details of ICD from VSPL :
The amounts due to VSPL have been restructured from time to time in earlier periods, and certain specific cash flows 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 specific award of Patna Buxar highway Limited, a subsidairy of the Company , has been assigned to the VSPL. During the year, the Company has negotiated the terms and finally agreed on payment of ' 6200 Lacs to VSPL alongwith a compensation of ' 2500 lacs which is payable only on receipt of the award assigned to them , on or before September 30, 2025 or as an when the arbitral proceeds are realized by the Company whichever is earlier.
The Company has provided for Contingencies of ' 2500 lacs considering that it believes it has a good chance of getting award in its favour. During the year, there was an interim negotiation were interest was due on the principal amount which was waived during the fourth quarter based on final negotiated terms.
Since the terms have been renegotiated as at the year end, the same is not considered as a default as at the year end.
a) Disclosure in accordance with Ind AS - 19 "Employee Benefits", of the Companies (Indian Accounting Standards) Rules, 2015.
The company has carried out the actuarial valuation of Gratuity and Leave Encashment liability under actuarial principle, in accordance with Ind AS 19 - Employee Benefits.
Gratuity is a defined benefit plan under which employees who have completed five years or more of service are entitled to gratuity on departure from employment at an amount equivalent to 15 days salary (based on last drawn salary) for each completed year of service. The Company's gratuity liability is unfunded.
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.
There is no minimum funding requirement for a gratuity plan in India and there is no compulsion on the part of the company fully or partially pre-fund the liabilities under the plan. Since the liabilities are un funded there is no asset liability matching strategy devised for the plan.
(a) Patna Buxar Highways Limited ("PBHL"), erstwhile a wholly owned non-material unlisted subsidiary of the Company which was sold on March 31, 2016 with the Company's rights to future claims pending under arbitration, had received an amount of ' 1470 Lacs on September 14, 2018 from the National Highways Authority of India ("NHAl") in compliance of the order passed by the Hon'ble Delhi High Court. Since the matter is not decided in favour of the Company the same has been shown as liability.
(b) During the year, the Company has entered into an agreement for assignment of its awards from its pending litigations relating to its earlier road projects namely Gorakhpur Infrastructure Company Private Limited and Igatpuri Highways Private Limited for an aggregate sum of ' 675 lacs. All litigation expenses will be borne by the assignee. The Company has received advance of ' 325 lacs against the same and the revenue will be accrued when the full consideration will be received.
(c) The Company has entered into a term sheet for sale of equity shares of Sikkim Hydro Power Ventures Private Limited against which it received advance of ' 2000 lacs. The transfer is subject to approval of Sikkim Government.
(d) Dues from related party is amount due to Sidhi Singrauli Road Projects Limited.
a) Company had taken interest free loan from Chittoor Infra (subsidiary) for short term purposes repayable on demand.
b) Inter-corporate deposit (ICD) Others (unsecured)
2024-2025: The Loan from kakinada Seaports Limited carries interest @ 12% p.a. acrrued on yearly basis and to be repaid along with principal on the date of maturity which is 30th June, 2025.
2023-2024: The Loan from Kala Agro Farm Private Limited carries interest @ 12% p.a. payable on yearly basis or repayment which ever is earlier. Loan carries option to prepay as per mutual consent / extention.
c) The company has availed OD Facility from IDBI Bank and the same is secured against fixed deposits.
a) Amounts due to Micro and Small Enterprises
As per the information available with the Company, there are no Micro and Small Enterprises, as defined in the Micro, Small, 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 and Small Enterprises have been determined to the extent such parties have been identified on the basis of information available with the Company.
In lieu of divestment of subsidiary during the year , the equity commitment as at March 31, 2025 is considered to be NIL.
24 Contingent Liabilities
1 Guarantees:
i) The Company has issued Corporate Guarantees as a security for loan availed by its subsidiaries, amounting to ' 2,27,572.38 lacs (previous period ' 2,50,200.04 lacs)
ii) Bank Guarantees on behalf of ICTPL erst while SPV ' 3,500.00 lacs (previous year ' 3,500.00 lacs).
|
2 Other Contingent liability :
|
|
(' in Lacs)
|
| |
Particulars
|
March 31,2025
|
March 31, 2024
|
|
i)
|
Claims against the company not acknowledged as debts
|
447.13
|
398.90
|
|
ii)
|
Disputed Tax demand against which the Company has preferred appeals
|
8,680.23
|
8,651.12
|
|
iii)
|
Tax paid and refunds adjusted against the same
|
(2,089.55)
|
(1,924.63)
|
|
iv)
|
TDS demands under rectification
|
5.27
|
5.27
|
|
v)
|
Tax demand of SPVs sold for which the Company is liable under the SHA against which the SPV has preferred appeal on the advice of the Company
|
2,016.53
|
2,016.53
|
3 i) The Company have received a letter for transfer of shares of one of its divested subsidiary from a party who has paid advance for the same. The Company does not acknowledge the Claim due to non satisfaction 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 Non completion of the project , taken into above consideration the Liquidated Damages payable by the Company would be ' 4,482.32 lakhs from the date of last extension granted by MPRDC i.e. October 19,2017 till August 13, 2020. However the amount is recoverable from the sub Contractor i.e. Techno Unique Infratech Pvt Ltd as per the terms of agreement.
The Company has entered into a settlement agreement during the year as detailed in note 26(b). On completion of the settlement terms they aforesaid contingent liability will be extinguised.
26 Project related notes: In respect of the following projects/Special Purpose Vehicles (SPVs) of the Company where the company has investment there are legal issues, arbitration proceedings or negotiations with the Concession Grantor for which the Management is taking necessary steps to resolve the matters -
a) Indira Container Terminal at Mumbai: During the year, the Company has transferred control to the new management pursuant to one time settlement with the lenders and has transferred its entire shareholding in the Company retaining only beneficial interest in equity instrument in respect of 16.29%. The Company has accounted the beneficial interest as non-current investment classified as investment at fair value through profit and loss.
All Pending litigations will now be taken up by the new management. However, the Bank Guarantee of ' 3500 lacs continues to be given in the favour of lenders even after the OTS has been achieved. The Company is taking steps to release the Bank Guarantee by replacing the bank guarantee from the new investors.
The net exposure of the Company in ICTPL including investments and loans is ' 8,130.13 lacs (funded) and ' 3,500 lacs (non- funded bank guarantee)."
b) Sidhi Singrauli Road Project Limited (SPV of the company) had signed a Concession Agreement (CA) for 30 years for upgradation of the existing highway from two-lane to four-lane with Madhya Pradesh Road Development Corporation Limited (MPRDC) ON BOT basis.
In respect of the aforesaid Concession, the said Madhya Pradesh Road Development Corporation had terminated the contract against which the SPV had filed claims for wrongful termination and initiated dispute resolution. The Ministry of Road Transport and Highways (MORTH) was also roped into the litigation. The SPV applied for amicable resolution with MPRDC and MORTH and pursuant to the acceptance, the Conciliation committee was formed. After several rounds of conciliation proceedings, the conciliation committee finally decided on the amount of claim. Pursuant to the acceptance of the conciliation committee decision by all parties, the SPV, MPRDC and
MORTH entered into a Settlement agreement dated 25th March 2025."
The SPV has also been simultaneously discussing with the bankers for an one-time settlement (OTS) for settling its dues of a staggering 1,10,462.42 lacs which includes principal and unpaid interest. The terms of the OTS was agreed by way of an in-principle sanction dated January 16, 2025. The Company, SPV and all the lenders entered into a One Time Settlement Agreement dated March 18, 2025, pursuant to the MPRDC and MORTH agreeing to pay a sum of ' 27,500 lacs directly to the lenders in full and final settlement of their dues.
The Salient features of the settlement agreement with MORTH and MPRDC was the following
1. Payment of a Sum of ' 27,500 lacs directly to the lenders against their OTS sanction
2. Payment of a sum of ' 31,064 lacs directly to the sub-contractor who has been working on the project and whose claims have directly been lodged to MPRDC.
As on March 31, 2025, the OTS was not completed as payments have not been made by MORTH/ MPRDC in terms of the settlement agreement. The conditions precedent to the One-time settlement agreement were also not concluded as at March 31, 2025 as the same were subject to receipt of the amount of ' 27,500 lacs from the Ministry to the lenders' escrow account. The full details of the transaction in terms of payment intimation from the MORTH/MPRDC and the no dues certificate from the lenders have not been received till the balance sheet date. However, there are indicators of payment as the lenders have moved a petition to withdraw their appeal before the Debt Recovery tribunal. One of the terms of the One-time settlement agreement with the lenders was the return of the Corporate Guarantee Document and discharge to the Company. Pending conclusion of the same as at the year end, the Company and the SPV has not given effect to the settlement in the current year and the effects will be given after receipt of all necessary documents including and not limited to the no dues certificate, details of payments made by MORTH and discharge of the corporate guarantee by the lenders and satisfaction of the
others terms of the agreement with the lenders and MORTH/MPRDC.
The exposure of the Company net of provision in the SPV is ' 79,569.97 lacs (non-fund). The Auditors of the SPV have highlighted material uncertainty regarding going concern issue in their Audit Report for the year ended March 31, 2025. The amount of invocation of corporate guarantee by various lenders against the holding company has been shown as current financial liability in the financial statements amounting to ' 30,892.45 lacs. The Company expects that once the OTS formalities are completed successfully, the corporate guarantee would be returned back to the Company and accordingly the recall amount accounted as due to the lenders of the SPV will be reversed.
c) Bridge project at Cochin: Cochin Bridge Infrastructure Company Limited (SPV of the company) had initiated an arbitration / settlement process against the Greater Cochin Development Authority (GCDA) for their move to end the toll collection by unilaterally sealing the toll booth.
The said SPV pursuant to the assurance given by GCDA and State Government filed a fresh writ petition for directions to GCDA to pay the dues of SPV. The arbitration process was kept in abeyance. Matter was last listed on 10th July 2019 wherein it was argued and after considering the points of arguments, the Hon'ble High Court passed the orders that the writs petition stands dismissed with reserving the liberty to seek appropriate resolution before the Arbitral Tribunal.
The SPV had intimated GCDA vide its letter dated 3rd January 2020 for revival of the Arbitration proceedings and to appoint their nominee arbitrator. Since, GCDA is neither responding nor appointing its nominee arbitrator, the SPV filed an application under section 11 & section 14 of the Arbitration and Conciliation Act with the Hon'ble Kerala High Court and duly informed that they have nominated their new arbitrator with regard to reconstitution of the Ld. Arbitral Tribunal. The matter was listed on 21st June,2022 whereby the Hon'ble Kerala High Court appointed the sole arbitrator to adjudicate the disputes. The
Arbitral Award was pronounced by Justice P.R. Ramachandra Menon on 20th July,2024 in favor of Claimant , However the Company has filed application u/s 34 for pendent lite interest for prior period. In the meantime GCDA has also filed Section 34 challenging the order passed by the Arbitration Tribunal before the Commercial Court , Ernakulam . Next date of the hearing is scheduled for 19.07.2025.
The exposure of the Company in the SPV is ' 2,077.20 lacs (funded). The company has made provision for an amount of ' 324.29 lacs being the excess of the exposure over the claim amount submitted without considering the interest which may be awarded by the courts.
d) Hydro power project at Himachal Pradesh - the
Project was stalled due to local agitation relating to environment issues. The SPV has received letter from the Government of Himachal Pradesh (GoHP), to discuss the matter mutually towards amicable resolution. Pursuant to arbitration the Company received an award which was challenged by the Government. However, during the year, the entire shareholding was invoked by the lenders and consequently the Company lost control and deconsolidated the SPV.
The Company also has some amounts due from the said SPV as Convertible debentures but considering that the Company has no control over the said SPV, the entire amount is provided for as impairment in value.
e) The Company had incorporated a SPV for developing Rangit-II Hydroelectric Power Project in Sikkim on Build, Own, Operate and Transfer (BOOT) basis. The Project involves the development of a 66 MW run-of-the-river Hydroelectric Power Project on Rimbi river, a tributary of river (COD). The Project is presently in a state of limbo pending the signing of PPA and achieving financial closure.
The Company had received an advance for acquisition of the SPV along with the project, SPA for which is still under negotiation. As per the MOU signed with the Prospective Buyer, the Purchase consideration of ' 2,000 lacs was received upfront but it was subject to the due diligence to be conducted and SPA being signed within 31st March,2025. Till then, the captioned
amount of ' 2,000 lacs was supposed to be treated as a refundable advance. The buyer has conducted the necessary due diligence however there are pending approvals from authorities, due to which the SPA is yet to be signed.
The efforts from the Company's end are still on to get the necessary approvals on priority and simultaneously, negotiations are on with the prospective buyer to extend the signing date of SPA from 31st March,2025 to 30th June,2025 by which time the company will try to get the GOS approval as well.
Till the signing of SPA with the Prospective buyer, the amount of ' 2,000 lacs so received has been treated as Refundable deposit in the books of Accounts. The entire exposure of the Company stands provided for and no effects in the books of accounts are taken pending the finalization and execution of the SPA.
f) Pravara Renewable Energy Limited (SPV of the company) - Pravara had entered into a Project Development Agreement (PDA) with Karkhana (Padmashri Dr. Vithalrao Vikhe Patil Sahakari Sakhar Karkhana Limited) for the development of a 30 MW Cogeneration Project on Build-Own-Operate-Transfer (BOOT) basis. The Concession period is 25 years from Commercial Operation Date (COD).
Karkhana has taken illegal / unauthorized possession of the Plant and has been running the plant without authorization / consent of the Company. No information is forthcoming regarding purchase/sales from the project although the same are carried out in the name of the SPV. The receiver appointed by the DRT does not report the transaction to the SPV and operates the unit without recourse to the management of the SPV. There are multiple legal challenges existing before various fora which are not concluding. The SPV is marked as a NPA by the lenders. In view of the multiple legal issues going on at various fora and the SPV still being not in possession of the Plant. The entire funded exposure of the Company in the SPV had already been provided in the books on a prudent basis. The non funded exposure of the Company is ' 19,167.00 lacs.
In view of the above-mentioned facts the management of the Company contends that:
1. The litigation is outstanding since more than 2 years and there is no progress in the matter before the courts.
2. The receiver appointed by the DRT does not report the transactions to the Company and takes decisions of the Company Management.
3. Since there is no progress in the matter in accordance with IND AS 110 para 7 the Company has effectively lost control over the operations and is unable to direct the variable rights from its exposure in its favour.
4. I t has no record of transaction entered into on its accounts nor it has access to its cash flows.
Therefore, pending the settlement of the litigation, the Company contends it has no control and does not satisfy para 7 of INDAS 110
The Statutory Auditors of the SPV on account of non-inclusion of aforesaid transactions conducted by the receiver has given a disclaimer of opinion as at March 31, 2024. The Financial Statement for the year ended March 31, 2025 is not available.
27 Material Uncertainty related to Going Concern
There is a continuing mismatch of cash flows including the dues to the subsidiary which are due for repayment pursuant to negotiation., The current liabilities are in excess of current assets by ' 1,43,974.95 lacs as at March 31 ,2025. The liquidity crunch is affecting the Company's operation with increasing severity. Further, various projects of the Company as stated in detail in Note 26 above are under stress and the outcome of the continuance of these projects would be dependent upon favorable decision being received by the Management on the outstanding litigations. The resolutions planned by the Management are pending since a long time and are not concluding in favor of the Company.
The Management, however, is confident that the going concern assumption and the carrying values of the assets and liabilities in these Standalone Financial
Results are appropriate. Accordingly, the Revised Financial Statements do not include any adjustments that may result from these uncertainties.
28 Other Financial Assets includes ' 1,514.01 lacs due from Western Coalfields Limited (WCL) on account of wrongful encashment of bank guarantee against which the Company has filed a suit for Recovery of damages. Subsequent to the encashment, the Company has filed an application for converting earlier injunction application to suit for recovery of damages. The Company has sought a legal opinion in this matter and has been advised that it has a good case for recovery of the amount. On the last hearing dated 29th November, 2023 evidence was filed and the matter has next been listed next on 27th June, 2025. The Management is hopeful of getting favourable decision on the matter and recovery of damages based on legal advice on the matter. However, due to considerable elapse of time and in view of the delay in the legal proceedings, the company has made full provision of ' 1,514.01 lacs towards this amount receivable from Western Coalfields Limited (WCL) in the books of accounts as at March 31, 2025 on a prudent basis.
29 During the previous periods, in respect of 2 (two) of its subsidiary companies, Corporate Insolvency Resolution Proceedings (CIRP) were initiated by financial creditors of the respective subsidiaries by filing a petition before the Hon'ble National Company Law Tribunal (NCLT). The NCLT admitted the petition and accordingly, the Boards of the respective subsidiaries were superseded, and Interim Resolution Professional/ Resolution Professional (RP) were appointed. Accordingly, the Company, namely, AJR Infra and Tolling Limited (Formerly Gammon Infrastructure Projects Limited) lost control over these 2 subsidiaries. The subsidiaries are:
a) Patna Highway Projects Limited (PHPL): Patna Highway Projects Limited (PHPL): One of the Lender i.e., Corporation Bank (merged with Union Bank of India w.e.f. 1st April 2020) had filed an application under the provisions of Insolvency and Bankruptcy Code, 2016 (IBC) with NCLT which had been admitted and an Interim Resolution Professional (IRP) had been appointed on 7th January 2020.
Resolution Plan submitted by Silver Point had been accepted by the COC/ Resolution Professional (RP) and application was filed by
RP before NCLT for approval of Resolution plan of Silver Point. The Company had also filed an application for approval of Company's Resolution Plan before NCLT. The NCLT vide order dated May 10, 2022, has approved the resolution plan of Silver Point and rejected the application for approval of Resolution Plan submitted by the Company. The Company had filed two appeals on 13th July 2022 against the impugned order in NCLAT. Appeal/920/2022 was filed against approval of Resolution Plan of Silver Point and Appeal/922/2022 was filed against rejection of Company's Resolution plan. The matters were taken up on 10.05.2023, wherein Appeal/920/2022 was reserved for order and finally the captioned appeal was dismissed by Hon'ble NCLAT vide order dated 25th May, 2023.
The Company has filed Civil Appeal in the Supreme Court against the impugned Order on 3rd July,2023. The, Appeal/922/2022 which was filed against rejection of Company's Resolution plan was also thereafter dismissed and the Company has filed the Civil appeal before Supreme Court against the impugned order dated 20.10.2023. Both Civil appeals were clubbed and next hearing is scheduled for the week of 28th July,2025.
The Company has also filed IA (I.B.C)-5000/2023 on September 6, 2023, in NCLT New Delhi under Section 65 of the Insolvency and Bankruptcy Code against RP and others for Fraudulent and Malicious Initiation of the Corporate Insolvency Resolution Process by the RP in active connivance of the Banks, ARC, SRA. The matter is presently before the Hon'ble Supreme court and NCLT Delhi. Next hearing in the matter is scheduled for 2nd July,2025 before the Hon'ble Supreme court.
Vide letter dated 7th November,2023, the Corporate Guarantee provided by the Company amounting to ' 1,19,024.39 Lacs has been invoked by Phoenix ARC Private Limited in favour of whom the lender's of PHPL had earlier assigned their respective debts. The Company has not accounted the invocation of the Corporate Guarantee as the Company has litigated the same before the NCLT Mumbai where the matter was heard and dissenting order dated 17.12.2024 was passed by the members. The matter was placed before the Hon'ble President under
Section 419(5) of the Companies Act, 2013, for constitution of a Third Member Bench. After being heard on a couple of dates, the matter is now reserved for order.
The Net exposure of the Company is ' 21,294.65 lacs (funded) which is fully provided for accounting purposes while retaining its right to litigate and ' 1,19,024.39 lacs (Non Funded) representing the corporate guarantee.
b) Rajahmundry Godavari Bridge Limited (RGBL):
Pursuant to the IBC Proceedings the Company lost control over RGBL. The entire exposure is written off.
The balance non funded exposure in SPV is ' 9,811.02 lacs as at March 31, 2025 apart from the invocation amount accounted in the books of ' 78,052.00 lacs and disclosed as current financial liabilities.
An application was filed by Canara Bank, Bank of Baroda and United Bank of India in Hon'ble DRT against the Company who is the Corporate
Guarantor for the erstwhile SPV. It came to the knowledge of the Company that an Ex-Parte Order dated 31.07.2023 was passed against the Company by Hon'ble DRT and the Recovery Certificate has also been issued. The Company has filed an application for setting aside the order and also for bringing additional facts on record and restraining the operation of recovery certificate. The company has also filed a Miscellaneous application in the captioned matter and next hearing of the captioned matter is scheduled on 11th June,2025. Further, the Company's request for urgent hearing and mentioning of RC/214/2023 was accepted and same was listed on 17th January,2025 before Ld Recovery officer, wherein our counsel apprised the Ld. Recovery Officer about the pendency of MAs listing for hearing before the Hon'ble Presiding Officer on 12th February,2025. On hearing both the parties, the Ld. Recovery officer recorded with consent of parties that the demand notice is deferred. The matter now stands adjourned to 10th July ,2025 .
30 Disclosure in accordance with Ind AS - 116 "Leases”, of the Companies (Indian Accounting Standards) Rules, 2015.
a) The Company has taken office premises on leave and license basis which are cancellable contracts.
31 Disclosure in accordance with Ind AS - 108 "Operating Segments”, of the Companies (Indian Accounting Standards) Rules, 2015.
The Company's operations constitutes a single business segment namely "Infrastructure Development" as per INDAS 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.
32 Disclosure in accordance with Ind AS - 24 "Related Party Disclosures”, of the Companies (Indian Accounting Standards) Rules, 2015
Details are given in Annexure - 1
33 Derivative Instruments and Unhedged Foreign Currency Exposure
There are no derivative instruments outstanding as at March 31, 2025 and March 31, 2024 . The Company has no foreign currency exposure towards liability outstanding as at March 31, 2025 and March 31, 2024.
35 Fair Value Hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the revised financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the 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 at fair value on recurring basis as at March 31, 2025 and March 31, 2024
36 Financial Risk Management
The Company is in the business of infrastructure development and it undertakes projects in multiple infrastructure segments. The nature of the business is complex and the Company is exposed to multiple sector specific and generic risks. PPP projects which the Company undertakes are capital intensive and have gestation periods ranging between 3 to 5 years; coupled with longer ownership periods of 15 to 35 years. Given the nature of the segments 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's operational 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 enterprise wide 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 financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk to the company is interest rate risk.
The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:
Financial risk factors
i) Business / Market Risk
Business/ Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
One of the first and foremost business risk is the achievement of the traffic projections made at the time of the bid. This will include the introduction of alternate roads by the state or central government which impacts the traffic projected to ply on the asset under the control of the Company. The concession agreement provides some safeguards in this regard but many of them are unforeseen and exposes the Company / SPV to risk.
ii) Capital and Interest rate Risk
Infrastructure projects are typically capital intensive and require high levels of long-term debt financing. The Company 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, 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 from banks and financial institutions; the success of its current infrastructure development projects. Besides, there are also several other factors outside its control. However, the Company's track record has enabled it to raise funds at competitive rates. The Company's average cost of debt remains at 11.5% p.a.
iv) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers 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 to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.
a) Trade and Other Receivables
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to ' 524.41 lacs as at March 31, 2025 and ' 524.41 lacs as at March 31, 2024 , which is primarily from the SPV of the Company.
(v) Liquidity risk
The company's principal sources of liquidity are cash and bank balances and the cash flow that is generated from operations.
The company has outstanding borrowings of ' 694.45 lacs as at March 31, 2025 and ' 6,148.76 lacs as at March 31, 2024.
The companies' working capital is not sufficient to meet its current requirements. Accordingly, liquidity risk is perceived. The Current Liabilities of the Company exceeds current Assets by ' 1,43,974.96 Lacs as at March 31, 2025 and by ' 1,49,228.65 Lacs as at March 31, 2024. These conditions indicate the existence of an uncertainty as to timing and realization of cash flow of the company.
(vi) Competition Risk:
The Company is operating in a highly competitive environment with various Companies wanting a pie in the project. This invariably results in bidding for projects at low margins to maintain a steady flow of the projects to enable the group to retain the projects team and to maintain sustainable operations for the Company and the SPVs. The ability of the Company to build the infrastructure at a competitive price and the ability to start the tolling operations is very important factor in mitigating the competition risk for the group.
(vii) Input cost risk
Raw materials, such as bitumen, stone aggregates cement and steel, need to be supplied continuously to complete projects undertaken by the group. As mentioned in the earlier paragraph of the business risk and the competition risk the input cost is a major risk to attend to ensure that the Company is able to contain the project cost within the estimate projected to the lenders and the regulators. To mitigate this the group subcontracts the construction of the facility at a fixed price contract to various subcontractor within and without the group.
(viii) Exchange risk
Since the operations of the group are within the country the group is not exposed to any exchange risk directly. The group also does not take any foreign currency borrowings to fund its project and therefore the exposure directly to exchange rate changes is minimal. However there are indirect effects on account of exchange risk changes, as the price of bitumen, which is a by-product of the crude, is dependent upon the landed price of crude in the country.
37 Capital management
For the purpose of the Group's capital management, capital includes issued equity capital, convertible preference 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 conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The gearing ratio in the infrastructure business is generally high. The Group includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.
38 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 identified on the basis of the information available with the Company and the same is relied upon by the auditors.
39 Audit Trail
The Ministry of Corporate Affairs (MCA) by the Companies (Accounts) Amendment Rules 2021 has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. Company has audit trail enabled at Tally Prime application level and not at database levels.
As required under above rules, the Company is using Tally Prime application as accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all transactions recorded and the audit trail feature has not been tampered with. The Tally Data is in an encrypted form and therefore direct access of the data does not provide any meaningful methodology to edit the data.
The Company retains the audit trail as per the statutory retention period.
40 Analytical Ratios as per requirements of Schedule III are given in Annexue - 2
41 The balance sheet, statement of profit and loss, cash flow statement, statement of changes in equity, statement of material accounting policy information and the other explanatory notes forms an integral part of the revised financial statements of the Company for the year ended March 31, 2025
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