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Notes to Accounts of Era Infra Engineering Ltd.

Mar 31, 2015

1. The Company executed the Master Restructuring Agreement (MRA)/ other definitive documents on March 29,2014 with the lender banks (except in case of 4nos lender banks/others), consequent to the approval from Corporate Restructuring Empowered Group (CDREG) to restructure Company's existing debt obligations, including interest, additional funding and other terms (hereafter referred to as "the CDR Scheme")

Under the CDR scheme, the Company has been entitled to reliefs and concessions granted by the lender banks, with effect from July1, 2013 ("the cutoff date"). Also as a part of the CDR scheme, the promoters were required to contribute funds in accordance with the letter of approval ("LOA"). As a consequence, the Company received contribution from its promoters on various dates. The same has been treated as interest free unsecured loan not repayable during the tenure of the implementation package and convertible into equity/preference shares at the option of the Company.

Considering MRA have been signed by all the lender banks (except 4nos lender banks as explained above) and Company has complied with all the necessary conditions precedent, the monitoring institution in the joint lender meeting held on March 29, 2014, declared the CDR package as implemented, as per RBI guidelines. Accordingly, the Company accounted for CDR scheme (reclassification and interest calculations) in the books for the year ended March 31, 2015 as follows,

(I) A certain portion of the Existing Working Capital Facility (Fund Based and Non Fund Based), cumulating to Rs, 1,51,941 Lacs has been converted into a Working Capital Term Loan (WCTL)

(ii) The Company has been entitled to fund based working capital limits of Rs, 1,58,973 Lacs. The rate of interest and security terms have been given below

(iii) The term loan, ECB and NCD debt of the Company, as on the cut off date (i.e. July 1, 2013), have been restructured. The repayment schedule, rate of interest and security terms have been given below

(iv) The aggregate amount of interest on (a) the restructured TL, the restructured WCTL, the restructured ECB and the restructured NCD for a period of two years from the cutoff date; and (b) on the working capital limits for a period of one year from the Cutoff date shall be converted into FITL. The repayment schedule, rate of interest and security terms have been given below

(v) The Company has received priority term loan of Rs, 8893.79 Lacs out of sanction amount of Rs, 12,005 lacs.

(vi) Majority of the documentation relating to the creation of security for the implementation of the CDR scheme has been completed.

Long Term Borrowings

Security Terms

The above loans are secured vide a first charge by way of mortgage of the Company's immovable properties and hypothecation of movable fixed assets (both present and future) of the Company except exclusively charged assets. These are further secured by way of a second charge on hypothecation and/or pledge of current assets (both present and future) of the Company including all receivables, finished goods, raw materials, work-in-progress, consumable stores and spares, book debts, bills receivables.

These loans are further secured by

(i) Personal Guarantee of Mr Hem Singh Bharana in favor of the Security trustee acting for the benefit of all the CDR lenders.

(ii) First charge by way of mortgage on properties held by third parties.

(iii) 100% pledge of shareholding of Promoters/ Promoter Group within stipulated time given by CDR-EG.

(iv) Residual charge over properties in the name of promoters of the Company which are being developed by Adel Landmark Limited

(v) Residual charge over the properties owned and charged to the lenders of Era Infrastructure (India) Limited

Other loans and advances are secured against pledge of keyman insurance policies of the promoters Inter Corporate Deposits (Promoters' Contribution) carry no interest and are not repayable during the currency of CDR package. These loans are convertible into fully paid up Equity Shares/ Preference Shares at the option of the Company at a price determined in accordance with the applicable laws on the date of conversion.

During the year Company has allotted 17,972,616 Zero Coupon Compulsory Convertible Debentures (ZCCDs) by conversion of unsecured loan received as promoter contribution pursuant of CDR scheme.

Short -term borrowings

Security Terms

Short term borrowings from banks are secured by first charge by way of hypothecation and/or pledge of current assets (both present and future) of the Company including all receivables, finished goods, raw materials, work-in-progress, consumable stores and spares, book debts, bills receivables. These are further secured by way of second charge on mortgage of the Company's immovable properties and hypothecation of movable fixed assets (both present and future) of the Company except exclusively charged assets

These loans are further secured by

(i) Personal Guarantee of Mr Hem Singh Bharana in favor of the Security trustee acting for the benefit of all the CDR lenders.

(ii) First charge by way of mortgage on properties held by third parties.

(iii) 100% pledge of shareholding of Promoters/ Promoter Group within stipulated time given by CDR-EG (iv) Residual charge over properties in the name of promoters of the Company which are being developed by Adel Landmark Limited

(v) Residual charge over the properties owned and charged to the lenders of Era Infrastructure (India) Limited

Interest Terms

Rate of interest on fund based working capital limit shall be 10.50% p.a. from the cutoff date. Interest rate shall be linked with base rate of respective lenders with effective interest rate of 10.50%, but shall not be below the base rate.

2. Related party disclosures

Related parties where control exists (i) Direct subsidiary companies

Victor Buildwel Private Limited, Era Infrastructure (I) Limited, Era T& D Limited, Golden Annum Holdings Limited, Bragi Developers Private Limited, Zedek Realtors Private Limited, Paulo Realtech Private Limited, Yarikh Realtors Private Limited, Dehradun Highways Project Limited, Haridwar Highways Project Limited, Bareilly Highways Project Limited, Era Khandwa Power Limited, Rampur Highways Project Limited & Era & Partners Co. LLC

(ii) Step subsidiary companies

ARK transmission & Distribution Limited and ARK Vidhyut Urja Limited

(iii) Joint ventures and associates

Era -Patel –Advance- Kiran Joint Venture, Era -Patel –Advance Joint Venture, Induni - Era - Joint Venture, KMB – ERA Joint Venture, Rani – Era Joint Venture, Era Infra – Buildsys Joint Venture, Gwalior Bypass Project Limited, Hyderabad Ring Road Project Pvt. Ltd., West Haryana Highways Projects Pvt. Ltd., Era Energy Limited, Apex Buildsys Limited, Adel Landmarks Ltd (w.e.f. 10.03.2015), Metros troy ERA-JV , ERA Infra Ark Vidhyut Urja JV, Era Infra Star Delta JV, Trans Global Era Infra JV, Era -Ranken JV, Desert Moon Realtors Private Limited & Nuray Realtors Private Limited

(iv) Individuals owning directly or indirectly, an interest in the voting power of the company and their relatives

Mr. H.S. Bharana (CMD), H.S. Bharana HUF (Karta is CMD), Mrs. Rekha Bharana (Wife of CMD), Ms. Rashmi Bharana (D/o CMD), Mr. Vaibhav Bharana (S/o CMD) & Mr. Dheeraj Singh (Brother of CMD).

(v) Key management personnel and their relatives

Mr. H.S. Bharana (CMD), Mrs. Rekha Bharana (Wife of CMD), Ms. Rashmi Bharana (D/o CMD), Mr. Vaibhav Bharana (S/o CMD), Mr. Dheeraj Singh (Brother of CMD) and Mr T.D. Arora (Whole Time Director).

(vi) Enterprises over which key management personnel/ Individuals owning directly or indirectly, an interest in the voting power of the company and their relatives have significant influence HI-Point Investment & Finance Private Limited, Era Housing & Developers (India) Limited, Atop Infrastructure & InfoTech Private Limited, Era Agritech (India) Private Limited, Goblet InfoTech Private Limited, Xema Infrastructure Private Limited, Xebec Hospitality Private Limited, Angraj Trading Private Limited, Era Mines & Minerals Private Limited, Hermitage Infrastructure Private Limited, Era Advance Developers Pvt Ltd, WTD Era India Ltd and Voice Builders Private Limited

* In addition to the above, the company has made investments or provided loans to foreign subsidiaries of Rs, 68.03 Lacs (PY Rs, 68.83 Lacs)

3. Bank Guarantees issued by the Company in favor of Bharat Heavy Electricals Limited Rs, 1,646.56 Lacs and MPMKVV Company Limited Rs, 3,443.85 Lacs (PY National Highway Authority of India Rs, 790 Lacs and in favor of Delhi Development Authority amounting to Rs, 686 Lacs) have been encased by the bank after the balance sheet date. The Company has filed suit in hon'ble court against respected authority for retain of projects and recovery of money.

4. Exceptional items include foreign currency fluctuation of Rs, 1560.77 Lacs (PY 4535.65 Lacs), Bad Debts of Rs, Nil (PY Rs, 9033.00 Lacs) and Impairment of Fixed Assets of Rs, Nil (PY Rs, 13,136.67 Lacs)

5. Remuneration paid to chairman & managing director is in excess of the limits specified in Schedule V of the Companies Act 2013 by Rs, 113 lacs. The company has made an application seeking approval from Central Government, approval for the same is awaited.

6. The Company has defaulted in the repayment of dues (interest and principal) during the period. The details of continuing default of principal and interest are as follows :

All the above companies except EIIL are engaged in the business of building infrastructure on BOT( Build, Operate and Transfer) basis through specific SPVs for each projects. EIIL, on the other hand, is a master SPV which has invested along with the Company in these projects. These BOT projects take beyond 10 to 15 years to unlock its true potential. These businesses also generate captive construction contracts to the Company. Therefore the diminution in the value of the investments in the above companies is temporary in nature and the loans and advances given are good and recoverable.

7. Balances of debtors, trade payables and other liabilities are under confirmation and/or reconciliation,

8. Previous year's figures have been regrouped and/ or arranged to confirm to those of current year's figures, wherever necessary.


Mar 31, 2014

1. SHARE CAPITAL

a. Terms/ Rights of equity shareholders

The company has only one class of equity share having a par value of Rs. 2 per share. Each shareholder of equity shares is entitled to one vote per share. The company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing general meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of preferential amounts. The distribution will be in proportion to the number of equity shares held by shareholders.

2. BORROWINGS

2.1 The Company executed the Master Restructuring Agreement (MRA)/ other definitive documents on March 29,2014 with the lender banks (except in case of 7nos lender banks), consequent to the approval from Corporate Restructuring Empowered Group (CDREG) to restructure Company''s existing debt obligations, including interest, additional funding and other terms (hereafter referred to as "the CDR Scheme")

Under the CDR scheme, the Company is entitled to reliefs and concessions granted by the lender banks, with effect from July1, 2013 ("the cut off date"). Also as a part of the CDR scheme, the promoters were required to contribute funds in accordance with the letter of approval ("LOA"). As a consequence, the Company received contribution from its promoters on various dates. The same has been treated as interest free unsecured loan not repayable during the tenure of the implementation package and convertible into equity/preference shares at the option of the Company.

Considering MRA have been signed by all the lender banks (except 7nos lender banks as explanied abover) and Company has complied with all the necessary conditions precedent, the monitoring institution in the joint lender meeting held on March 29, 2014, declared the CDR package as implemented, as per RBI guidelines. Accordingly, the Company accounted for CDR scheme (reclassification and interest calculations) in the books for the year ended March 31, 2014 as follows,

(i) A certain portion of the Existing Working Capital Facility (Fund Based and Non Fund Based), cumulating to Rs. 1,51,941 Lacs have been converted into a Working Capital Term Loan (WCTL)

(ii) The Company has been entitled to fund based working capital limites of Rs. 1,58,973 Lacs. The rate of interest and security terms have been given below

(iii) The term loan, ECB and NCD debt of the Company, as on the cut off date (i.e. July 1, 2013), have been restructured. The repayment schedule, rate of interest and security terms have been given below

(iv) The aggregate amount of interest on (a) the restrucutred TL, the restructured WCTL,the restructured ECB and the restructured NCD for a period of two years from the cut off date; and (b) on the working capital limits for a period of one year from the Cut off date shall be converted into FITL. The repayment schedule, rate of interest and security terms have been given below

(v) The Company would also be granted a priority term loan of Rs. 12,005 lacs subject to fulfilment of certain conditions.

(vi) The documentation relating to the creation of security for the implementation of the CDR scheme is yet to be completed.

Long Term Borrowings

Security Terms

The above loans are secured vide a first charge by way of mortgage of the Company''s immovable properties and hypothecation of movable fixed assets (both present and future) of the Company except exclusively charged assets. These are further secured by way of a second charge on hypothecation and/or pledge of current assets (both present and future) of the Company including all receivables, finished goods, raw materials, work-in-progress, consumable stores and spares, book debts, bills receivables.

These loans are further secured by

(i) Personal Guarantee of Mr Hem Singh Bharana in favour of the Security trustee acting for the benefit of all the CDR lenders.

(ii) First charge by way of mortgage on properties held by third parties.

(iii) 100% pledge of shareholding of Promoters/ Promoter Group within stipulated time given by CDR-EG.

(iv) Residual charge over properties in the name of promoters of the Company which are being developed by Adel Landmark Limited

(v) Residual charge over the properties owned and charged to the lenders of Era Infrastructure (India) Limited

Short-term borrowings

Security Terms

Short term borrowings from banks are secured by first charge by way of hypothecation and/or pledge of current assets (both present and future) of the Company including all receivables, finished goods, raw materials, work-in-progress, consumable stores and spares, book debts, bills receivables. These are further secured by way of second charge on mortgage of the Company''s immovable properties and hypothecation of movable fixed assets (both present and future) of the Company except exclusively charged assets

These loans are further secured by

(i) Personal Guarantee of Mr Hem Singh Bharana in favour of the Security trustee acting for the benefit of all the CDR lenders.

(ii) First charge by way of mortgage on properties held by third parties.

(iii) 100% pledge of shareholding of Promoters/ Promoter Group within stipulated time given by CDR-EG

(iv) Residual charge over properties in the name of promoters of the Company which are being developed by Adel Landmark Limited

(v) Residual charge over the properties owned and charged to the lenders of Era Infrastructure (India) Limited Interest Terms

Rate of interest on fund based wrorking capital limit shall be 10.50% p.a. from the cut off date. Interest rate shall be linked with base rate of respective lenders with effective interest rate of 10.50%, but shall not be below the base rate.

3. CONTINGENT LIABILITIES AND COMMITMENTS

A. Contingent liabilities As at As at 31st March, 2014 31st March, 2013

(a) In respect of claims against the company not acknowledged as debts*

Sales tax and entry tax matters. 523.16 523.16

Royalty matters 205.82 205.82

Service tax matters 5,982.00 3,535.96

Custom duty matters 649.38 623.68

Labour Welfare Cess 85.61 85.61

Income tax matters 385.56 299.66

Other legal cases 2,755.12 1,986.40

10,513.53 7,260.29

* Appropriate representations have been filed in respect of these matters with the authorities concerned

(b) Towards banks

* Corporate guarantees given in favour of banks for loans taken by Subsidiary/ associate companies. 141,523.00 88,971.00

* In respect of guarantees letters of credit and others (net of margin) 56,587.19 78,080.65

(c) In respect of uncalled capital of subsidiary company 114.19 164.14

Total Contingent Liabilities (a b c) 208,737.92 174,476.07

B. Commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) 1,316.78 6,204.95

4. In the opinion of the Board of Directors, all the current assets, loans and advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated and all the known liabilities have been provided for.

5. Segment reporting

A. Business segments

The Company regards Business Segments as primary segments. Business Segments have been in line with AS- 17.Following are the business segments in which the company operates.

* Contracts

* Wind Energy

* Equipment Hiring and Management

* Ready Mix Concrete

* Trading

6. Related party disclosures

Related parties where control exists

(i) Direct subsidiary companies

Victor Buildwell Private Limited, Era Infrastructure (I) Limited, Era T&D Limited, Golden Annum Holdings Limited, Boconero Limited, Bragi Developers Private Limited, Zedek Realtors Private Limited, Paulo Realtech Private Limited, Yarikh Realtors Private Limited, Dehradun Highways Project Limited, Haridwar Highways Project Limited, Bareilly Highways Project Limited, Era Khandwa Power Limited, Rampur Highways Project Limited and Era & Partners Co. LLC

(ii) Step subsidiary companies

ARK transmission & Distribution Limited and ARK Vidhyut Urja Limited

List of related parties with whom transactions have taken place during the year

(iii) Joint ventures and associates

Era-Patel-Advance-Kiran Joint Venture, Era-Patel-Advance Jont Vneture, Induni-Era Joint Venture, KMB-Era Joint Venture, Rani-Era Joint Venture, Era Infra- Buildsys Joint Venture, Gwalior Bypass Project Limited, Hyderabad Ring Road Project Private Limited, West Haryana Highways Project Private Limited, Era Energy Limited, Era Buildsys Limited, Metrostroy Era Joint Venture, Era Infra Ark Vidhyut Urja Joint Venture, Era Infra Star Delta Joint Venture and Trans Global Era Infra Joint Venture

(iv) Individuals owning directly or indirectly, an interest in the voting power of the company and their relatives

Mr. H.S. Bharana (CMD), H.S. Bharana HUF (Karta is CMD), Mrs. Rekha Bharana (Wife of CMD), Ms. Rashmi Bharana (D/o CMD), Mr. Vaibhav Bharana (S/o CMD), Mr. Dheeraj Singh (Brother of CMD), Mr. Brij Singh (Brother of CMD).

(v) Key management personnel and their relatives

Mr. H.S. Bharana (CMD), Mrs. Rekha Bharana (Wife of CMD), Ms. Rashmi Bharana (D/o CMD), Mr. Vaibhav Bharana (S/o CMD), Mr. Dheeraj Singh (Brother of CMD), Mr. Brij Singh (Brother of CMD), Mr. J.L. Khushu (Whole Time Director) (upto 14-8-2012) and Mr T.D. Arora (Whole Time Director) (from 14-8-2012)

(vi) Enterprises over which key management personnel/ Individuals owning directly or indirectly, an interest in the voting power of the company and their relatives have significant influence

HI-Point Investment & Finance Private Limited, Era E-Zone (India) Limited, Era Housing & Developers (India) Limited, Atop Infrastructure & Infotech Private Limited, Era Agritech (India) Private Limited, Era Logistics (India) Private Limited, Goglet Infotech Private Limited, Xema Infrastructure Private Limited, Xebec Hospitality Private Limited, Angraj Trading Private Limited, SRC Buildwell Private Limited, Era Securitas Private Limited, Era Mines & Minerals Private Limited, Hermitage Infrastructure Private Limited and Voice Builders Private Limited.

7. Bank Guarantees issued by the Company in favour of National Highway Authority of India '' 790 Lacs and in favour of Delhi Development Authority amounting to '' 686 Lacs have been encashed by the bank after the balance sheet date. The Company has filed suit in hon''ble court against respected authority for retain of projects and recovery of money.

8. Exceptional items include foreign currency fluctuation of Rs. 4535.65 Lacs (PY 2354.68 Lacs), Bad Debts of Rs. 9033 Lacs (PY Nil) and Impairment of Fixed Assets of Rs. 13,136.67 Lacs (PY Nil)

9. Remuneration paid to chairman & managing director is in excess of the limits specified in Schedule XIII of the Companies Act 1956 by Rs. 168 lacs. The company has made an application seeking approval from Central Government, approval for the same is awaited.


Mar 31, 2013

1. In the opinion of the Board of Directors, all the current assets, loans and advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated and all the known liabilities have been provided for.

2. Segment Reporting A. Business Segments

The Company regards Business Segments as primary segments. Business Segments have been in line with AS-17. Following are the business segments in which the company operates :

- Contracts

- Wind Energy

- Equipment Hiring and Management

- Ready Mix Concrete

- Trading

3. Extraordinary items for the year ended March 31, 2013 include foreign currency translation loss of Rs. 2,354.68 Lacs (PY Rs. 4,122.74 Lacs) on restatement of External Commercial borrowings.

4. Related Party Disclosures

Related parties where control exists :

(i) Direct Subsidiary Companies

Victor Buildwell Private Limited, Era Infrastructure (I) Limited, Era T&D Limited, Golden Annum Holdings Limited, Boconero Limited, Bragi Developers Private Limited, Zedek Realtors Private Limited, Paulo Realtech Private Limited, Yarikh Realtors Private Limited, Dehradun Highways Project Limited, Haridwar Highways Project Limited, Bareilly Highways Project Limited, Era Khandwa Power Limited, Rampur Highways Project Limited and Era & Partners Co. LLC

(ii) Step Subsidiary Companies

ARK Transmission & Distribution Limited and ARK Vidhyut Urja Limited.

List of related parties with whom transactions have taken place during the year :

(iii) Joint Ventures and Associates

Era-Patel-Advance-Kiran Joint Venture, Era-Patel-Advance Joint Venture, Induni-Era Joint Venture, KMB-Era Joint Venture, Rani-Era Joint Venture, Era Infra- Buildsys Joint Venture, Gwalior Bypass Project Limited, Hyderabad Ring Road Project Private Limited, West Haryana Highways Project Private Limited, Era Energy Limited, Era Buildsys Limited, Metrostroy Era Joint Venture, Era Infra Ark Vidhyut Urja Joint Venture, Era Infra Star Delta Joint Venture and Trans Global Era Infra Joint Venture.

(iv) Individuals owning directly or indirectly, an interest in the voting power of the company and their relatives

Mr. H.S. Bharana (CMD), H.S. Bharana HUF (Karta is CMD), Mrs. Rekha Bharana (Wife of CMD), Ms. Rashmi Bharana (D/o CMD), Mr. Vaibhav Bharana (S/o CMD), Mr. Dheeraj Singh (Brother of CMD), Mr. Brij Singh (Brother of CMD).

(v) Key Management Personnel and their relatives

Mr. H.S. Bharana (CMD), Mrs. Rekha Bharana (Wife of CMD), Ms. Rashmi Bharana (D/o CMD), Mr. Vaibhav Bharana (S/o CMD), Mr. Dheeraj Singh (Brother of CMD), Mr. Brij Singh (Brother of CMD), Mr. J.L. Khushu (Whole Time Director) (upto 14-8-2012) and Mr T.D. Arora (Whole Time Director) (from 14-8-2012)

(vi) Enterprises over which key management personnel/ Individuals owning directly or indirectly, an interest in the voting power of the company and their relatives have significant influence

HI-Point Investment & Finance Private Limited, Era E-Zone (India) Limited, Era Housing & Developers (India) Limited, Atop Infrastructure & Infotech Private Limited, Era Agritech (India) Private Limited, Era Logistics (India) Private Limited, Goglet Infotech Private Limited, Xema Infrastructure Private Limited, Xebec Hospitality Private Limited, Angraj Trading Private Limited, SRC Buildwell Private Limited, Era Securitas Private Limited, Era Mines & Minerals Private Limited, Hermitage Infrastructure Private Limited and Voice Builders Private Limited.

5. Previous year''s figures

Previous year''s figures have been regrouped and/ or arranged to confirm to those of current year''s figures, wherever necessary.


Mar 31, 2012

A. Terms of Security of Borrowings

a) Long-TermBorrowings

Term Loan are secured by way of first pari passu charge on the movable and immovable fixed assets of the company and second chargeonthe current assetsofthe company.Insome cases these are further secured by equitable mortgage of certain personal assets, investment and personal guarantees of Mr. H. S. Bharana, Chairman & Managing Director/his associates/relatives/others as the case may be.

Equipment Finances are secured by way of hypothecation of respective assets.

Other Loans and advances are secured against pledge of key man insurance policies. No defined term of repaymenttilltermofpolicy.

External Commercial Borrowings (ECB) are secured by way of first pari passu charge on the movable and immovable fixed assets of the company and second charge on the current assets of the company. ECB is further secured by way of DSRA account.

Non- convertible debentures are secured against the first pari passu charge on the fixed assets,non agricultural land situated at Distt.Mehsana, Gujarat,and /or mortgage of third party immoveable assetsas the casemaybe.

b) Short-TermBorrowings

Short term borrowings from banks are secured by way of hypothecation of stock, book-debts and in some cases other current assets both present and future of the company through pari-passu and/or second, subservient charge on current & fixed assetsofthecompany.Insome cases these are further secured by way of first pari passu charge on movable and immovable fixed assets of the company and further secured by equitable mortgage of certain personal assets, investment and personal guarantees of Mr. H. S. Bharana, Chairman & Managing Director/his associates/relatives/others as the case may be.

B. Foreign Currency Convertible Bonds

a) The company had raised 750 Nos. Zero Coupon Foreign Currency Convertible Bonds (Bonds) due 2012 of USD 1,00,000/- each aggregating USD75 million at paron January 24,2007.Thesebonds had amaturity period of 5 years 1 day. The bonds were convertible into equity shares of Rs. 2 each fully paid up at the option of the bondholders at any time on or after January 24, 2009 and prior to the close of business (at the place where bonds are deposited for conversion) on January 10,2012.The initial conversion price of Rs.158.60 per share has been decided on January 24,2009 as per the terms of the offer circulardated 17th January,2007.

The bonds constituted the Company's direct, unconditional, unsubordinated and unsecured obligations and at all time rank pari passu and without any preference or priority among themselves.The company's payment obligations under the Bonds, save for such exceptions as may be provided by mandatory provisions of applicable law, at all times ranked at least equally with all of its other present and future direct, unconditional, unsubordinated and unsecured obligations.Thesebonds were redeemedonJanuary25, 2012at148.95% of theirprincipalamount.Thepremiumpaidthereonisdebitedtosecuritiespremium account.

1. In the opinion of the Board of Directors, all the current assets, loans and advances have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated and all the known liabilities have been provided for.

2. Segment Reporting A. Business Segments

The Company regards Business Segments as primary segments. Business Segments have been in line with AS-17. Following are the business segments in which the company operates.

- Contracts

- Wind Energy

- Equipment Hiring and Management

- Ready Mix Concrete

- Trading / Others

3. Related Party Disclosures

Related parties where control exists : (i) Direct Subsidiary Companies

Victor Buildwell Private Limited , Style & Smile Buildwell Private Limited (upto 25.09.2011),Era IT- Zone Private Limited (upto 01.10.2011),Era Infrastructure (I) Limited,EraT& D Limited,Golden Annum Holdings Limited, Boconero Limited, Era & Partners Co. LLC, Bragi Developers Private Limited, Zedek Realtors Private Limited, Douce Realtors Private Limited (upto 25.09.2011), Paulo Realtech Private Limited,Yarikh Realtors Private Limited, Dehradun Highways Project Limited, Haridwar Highways Project Limited, Bareilly Highways Project Limited, Rampur Highways Project Limited and Era Khandwa Power Limited. (ii) Step Subsidiary Companies

ARK Transmission& Distribution Limited and ARKVidhyutUrja Limited.

List of related parties with whom transactions have taken place during the year:

(iii) JointVentures and Associates

Era-Patel-Advance-Kiran Joint Venture, Era-Patel-Advance Joint Venture, Induni-Era Joint Venture, KMB-Era Joint Venture, Rani-Era Joint Venture, Era- Infra Joint Venture, Era-Infra Buildsys Joint Venture, Gwalior Bypass Project Limited, Hyderabad Ring Road Project Private Limited, West Haryana Highways Project Private Limited, Era Energy Limited and Era Buildsys Limited.

(iv) Individuals owning directly or indirectly, an interest in the voting power of the company and their relatives

Mr. H.S. Bharana (CMD), H.S. Bharana HUF (Karta is CMD), Mrs. Rekha Bharana (Wife of CMD), Ms. Rashmi Bharana (D/o CMD), Mr.Vaibhav Bharana (S/o CMD), Mr. Dheeraj Singh Bharana (Brother of CMD), Mr. Brij Singh Bharana (Brother of CMD).

(v) Key Management Personnel

Mr. H.S. Bharana (Chairman &Managing Director) and Mr.J. L. Khushu (WholeTime Director).

(vi) Enterprises over which key management personnel/ Individuals owning directly or indirectly, an interest in the voting power of the company and their relatives havesignificant influence

Era Housing& Developers (India) Limited, Hi-Point Investment& Finance Private Limited, GogletInfotech Private Limited, Xema Infrastructure Private Limited,Xebec Hospitality Private Limited, Era Mines & Minerals Private Limited, SRC Buildwell Private Limited, Era Securitas Private Limited, Angraj Trading Private Limited, Atop Infrastructure & Infotech Private Limited, Era E-Zone (India) Limited, Era Agritech (India) Private Limited, Hermitage Infrastructure Private Limited (w.e.f.01/10/2011),Voice Builders Pvt Ltd-(w.e.f.26/03/2012) and Era Logistics (India) Private Limited.

4. Previous year's figures

Till the year ended 31st March,2011, the company was using pre-revised Schedule VI to the Companies Act, 1956 for preparation and presentationof financial statements. During the year ended 31st March,2012, the revised schedule VI notified under Companies Act,1956 has become applicable to the Company.The adoption of revised scheduleVIdoes not impact recognition and measurement principles followed for preparation for financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet. As a result, previous years'figures have been regrouped/ reclassified to conform to this year's financial statements where necessary.


Mar 31, 2010

1. Contingent liabilities not provided for :

i) In respect of guarantees and letter of credits issued by Banks, outstanding as at 31st March, 2010 Rs.30,256.21 Lacs net of margin (P.Y. Rs. 36, 230.43 Lacs net of margin).

ii) In respect of Sales Tax and Entry Tax Rs. 71.42 Lacs (P.Y. Rs. 72.20 Lacs). The demand is being contested before appellate authorities. iii) The Company has received show cause notices in respect of Royalty amounting to Rs. 271.84 Lacs (P.Y. Rs. 257.29 lacs). Appropriate representation is being submitted to respective offices.

iv) The Company has received show cause notices in respect of Service Tax amounting to Rs. 3,745.25 Lacs (P.Y. Rs. 3,616.66 lacs). Appropriate representations have been submitted to respective offices. v) The Company has received show cause notices in respect of Custom Duty amounting to Rs. 221.04 Lacs (P.Y. Rs. 77.99 lacs). Appropriate representations have been submitted to respective offices.

vi) In respect of other legal cases Rs. 272.50 Lacs (P.Y. Rs. 213.44 Lacs). Appropriate representations have been filed in respect of these matters with the authorities concerned.

vii) In respect of Labour Welfare Cess Rs. 85.61 Lacs (P.Y. Rs. 85.61 Lacs). Writ petition has been filed before Honble Supreme Court. viii) The Company has given Corporate Guarantees amounting to Rs. 94,346.00 Lacs (P.Y. Rs. 93,896.00 Lacs) in favour of banks for loans taken by Subsidiary / Associate Companies including Corporate Guarantees amounting to Rs 48,400.00 Lacs (P.Y. 48,400.00 Lacs) for meeting the shortfall in repayment of the loan amount in the event of termination of the Concession Agreement.

2. In the opinion of Board of Directors, all the Current Assets, Loans and Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated and all the known liabilities as at the end of year have been provided for.

3. a) The company had raised 750 Nos. Zero Coupon Foreign Currency Convertible Bonds due 2012 (FCCBs) of USD 100,000/- each aggregating USD 75 million at par on January 24, 2007. These Bonds have a maturity period of 5 years 1 day. The Bonds are convertible into equity shares of Rs. 2/- each fully paid at the option of the Bondholders at any time on or after January 24, 2008 and prior to the close of business (at the place where the Bonds are deposited for conversion) on January 10, 2012. The initial conversion price of Rs.158.60 per share has been decided on January 24, 2008 as per the terms of the offer circular dated 17th January 2007.

The Bonds constitute the Companys direct, unconditional, unsubordinated and unsecured obligations and at all time rank pari passu and without any preference or priority among themselves. The Companys payment obligations under the Bonds , save for such exceptions as may be provided by mandatory provisions of applicable law, at all times rank at least equally with all of its other present and future direct, unconditional, unsubordinated and unsecured obligations. Unless previously converted, redeemed or repurchased and cancelled, the Bonds shall be redeemed on January 25, 2012 at 148.95% of their principal amount giving an annual yield of 8.125% per annum calculated on semi annual basis.

The bonds are redeemable only if there is no conversion of the bonds prior to maturity date. The payment of premium on redemption therefore, is contingent in nature, the outcome of which is dependent on uncertain future events .Hence no provision is considered necessary nor has been made in the accounts in respect of such premium for the current year which may amount to Rs 44.04 Crores (Previous Year Rs. 36.33 Crores).

4. Extraordinary item represents gains against buy back of Foreign Currency Convertible Bonds (FCCBs) having face value of USD 21.3 million due in F. Y. 2012 and cancellation of the same.

5. Forward contracts and options in foreign currencies

The company uses foreign exchange forward contracts and options to hedge its exposure to movements in foreign exchange rates. The use of these foreign exchanges forward contracts and options reduce the risk or cost to the company and the company does not use the foreign exchange forward contract or options for trading or speculation purpose.

The company records the gain or loss on effective hedges in the foreign currency fluctuation reserve until the transactions are complete. On completion, the gain or loss is transferred to the profit & loss account of that period. To designate a forward contract or option as an effective hedge, management objectively evaluates and evidences with appropriate supporting documents at the inception of each contract whether the contract is effective in achieving offsetting cash flows attributable to the hedged risk. In the absence of a designation as effective hedge, a gain or loss is recognized in the profit and loss account.

6. The provision for dividend for financial year ended on 31st March, 2010 is inclusive of 26,33,302 equity shares allotted during the period from 1st April, 2010 to till date upon conversion of FCCB s of USD 9.4 million would rank pari-passu with existing shares of the company from date of their allotment with SEBI Circular No. SMDRP/NSDL/3254/2000 dated 18th February, 2000. Accordingly the said shares were also entitled to same dividend (which is declared after the date of their allotment) as the existing shares.

B) Step Subsidiary Companies:

- ARK Transmission & Distribution Limited (1.04.09 to 30.4.2009 & from 30.03.2010)

- ARK Vidhyut Urja Limited (1.04.09 to 30.4.2009 & from 30.03.2010)

C) Names of related parties with whom transactions have taken place during the year:

i. Joint Ventures & Associates

Era -Patel -Advance- Kiran Joint Venture, Era -Patel -Advance Joint Venture, Rani-Era Joint Venture, Induni - Era - Joint Venture, KMB -ERA Joint Venture, Gwalior Bypass Project Limited, Hyderabad Ring Road Project Pvt. Ltd., West Haryana Highways Projects Pvt. Ltd., Era Energy Limited, Era Buildsys Limited, Era Infra Optima Energostroy Joint Venture.

ii. Individual owing directly or indirectly, an interest in the voting power the reporting enterprises and relatives of any such individual:

Mr. H.S. Bharana (CMD), H.S. Bharana HUF (Karta is CMD), Mrs. Rekha Bharana (Wife of CMD), Ms. Rashmi Bharana (D/o CMD) , Mr. Vaibhav Bharana (S/o CMD), Mr. Dheeraj Singh (Brother of CMD), Mr. Brij Singh (Brother of CMD).

iii. Other key management personnel.

Mr. J.L. Khushu, Whole Time Director

iv Enterprises over which key Management personnel/ individual owing directly or indirectly, an interest in the voting power of the reporting enterprises that give them control or significant influence over the enterprises have significant influence:

Hi-Point Investment & Finance Pvt. Limited, Era E-Zone (India) Limited, Era Housing & Developers (India) Limited, Atop Infrastructure & Infotech Pvt. Ltd., Era Agritech (India) Pvt. Ltd., Era Logistics (India) Pvt. Limited, Era Landmarks Limited, Ramdoot Trade Ventures Private Limited, Black Stone Mines & Minerals Pvt. Limited, Goglet Infotech Pvt. Limited, Xema Infrastructure Pvt. Limited, Xebec Hospitality Pvt. Limited, Angraj Trading Pvt. Limited.

7. As per the information received by company owes to micro & small enterprise namely M/s Hindustan Colas Ltd. for the purpose of requisite disclosure under the Micro, Small & Medium Enterprises Development Act, 2006.

8. The names of small scale industrial undertakings to whom company owes a sum outstanding for more than 30 days are Jain Spun Pipe Co., Shalimar Seal & Tar Products Industries, Testwell Instrument Co., Balaji Pipe Industries.

9. Fixed Deposits with scheduled banks include FDRs pledged with banks / government authorities.

10. Previous Years figures have been regrouped and/or rearranged to conform to those of current years figures, wherever necessary.

11. Figures are nearest rupees In Lacs.

12. Schedule "A" to "O" are integral part of Balance Sheet and Profit and Loss Account.

 
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