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Notes to Accounts of IRB Infrastructure Developers Ltd.

Mar 31, 2023

c. Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of Re.1.00 per share post effect of share split (March 31, 2022 : '' 10.00 per share). Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend, if any.

During the year ended March 31,2023, the amount of per share dividend recognised as distributions to equity shareholders is Re. 0.125 (March 31,2022 : '' Nil).

The Board of Directors at its meeting held on May 19, 2023 has declared 2nd interim dividend of '' 0.075 per equity share.

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

a) Securities Premium - Securities Premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.

b) General Reserve - The Company had transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.

c) Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

d) Equity investments through OCI: This represents the cumulative gains or losses arising on investments in equity instruments / units of funds designated at fair value through other comprehensive income.

e) Remeasurements of defined benefit liability / (asset) through OCI : Remeasurements of defined benefit liability / (asset) comprises actuarial gains and losses and return on plan assets (excluding interest income). Below is the movement of remeasurement of defined benefit liability /(assets) :

Non-convertible Debentures (NCD) (listed)

a) Rate of interest and security

i) From banks: Listed NCD 2,000 (March 31,2022 : 2,000) of face value of ''1,000,000 each : Secured, redeemable, listed Non-convertible Debentures of '' 2,000.00 million (March 31,2022 : '' 2,000.00 million) carries interest rates at 9.55% (March 31,2022 : 9.55% ) and are secured by pledge of equity shares of a subsidiary, subservient charge on the current assets of the Company to the extent of 100% to 125% of the outstanding NCD amount.

ii) From banks: Listed NCD 2,000 (March 31,2022 : 2,000) of face value of '' 870,000 (March 31,2022 : '' 1,000,000) each: Secured, redeemable, listed Non-convertible Debentures of '' 2,000.00 million (March 31,2022 : '' 2,000.00 million ) carries interest rates at 9.55% (March 31,2022 : 9.55% ) and are secured by pledge of units of a joint venture and subservient charge on the current asset of the Company to the extent of 125% of the outstanding NCD amount and escrow account.

iii) From banks: Listed NCD 3,500 (March 31,2022 : 3,500) of face value of '' 7,53,229.71 (March 31,2022 : '' 9,40,000.00) each: Secured, redeemable, listed Non-convertible Debentures of '' 2,636.30 million (March 31,2022 : '' 3,290.00 million) carries interest rates at 9.55% (March 31,2022 : 9.55% ) and are secured by pledge of units of joint-venture and subservient charge on the specific current asset of the Company to the extent of 175% of the outstanding NCD amount and escrow accounts.

iv) From Others: Unlisted NCD 218,455 (March 31,2022 : NCD 218,455) of face value of '' 100,000 each: The tenure of 9.927% NCD is 7 years i.e. it will mature on February 2028 and carries interest rate of 9.927% per annum. Frequency of interest payment is semi-annually with bullet repayment of principal amount at the end of 7 years. The 9.927% NCD are secured by charge over certain cash flows from a subsidiary of the Company, pledge over a portion of holding of IRB in one of the subsidiary and six months Interest Service Reserve Account (ISRA).

The Company has an option to redeem the 9.927% NCD at any time prior to 19 February 2023, subject to applicable law, at a redemption price equal to 100% of principal amount and accrued interest upto redemption date plus applicable redemption premium if any. If the Company redeems the 9.927% NCD at anytime from 19 February 2023 to 18 February 2024, subject to applicable law, the redemption price is 102.75% of the principal amount and accrued interest upto redemption date plus applicable redemption premium, and if it is redeemed anytime on or after 19 February 2024, subject to applicable law, redemption price is 100% of principal amount and accrued interest upto redemption date plus applicable redemption premium. The 9.927% NCD will mature on the maturity date. The management does not intend to redeem the 9.927% NCD at anytime before the maturity date. The Determination agent has confirmed that there is no shortfall in funding as on March 31,2023. Further, the Determination agent has confirmed that since neither the event of default or exercise of put option has triggered as on March 31, 2023, the redemption premium cannot be determined as on March 31, 2023 and hence no provision is created for the redemption premium in the financial statements.

The Holders of the 9.927% NCD have a Put option right on one business day prior to 19 August 2024 to redeem the 9.927% NCD. The Put right redemption price will be determined by the Holder or any agent acting on its behalf which will be the price at which Holders of the 9.927% NCD do not suffer a funding shortfall as a result of having exercised Put option right. Also, the Holders of the 9.927% NCD have the option to redeem the NCD at any time before its maturity date in the case of occurrence of event of default as mentioned in the Debenture Trust Deed. The economic characteristics and risks of this put option right are closely related to the host debt instrument and hence both are inseparable, and therefore the embedded derivative is not separated for accounting purpose.

b) Repayment schedule March 31, 2023

• NCD amounting to '' 2,000.00 million is repayable in bullet payment on May 20, 2023.

• NCD amounting to '' 1,740.00 million is repayable in 9 structured quarterly instalments commencing from June 29, 2023

• NCD amounting to '' 2,636.30 million is repayable in 18 structured quarterly instalments commencing from June 30, 2023

• NCD amounting to '' 21,845.50 million is repayable in bullet payment on August 16, 2024.

March 31,2022:

• NCD amounting to '' 2,000.00 million is repayable in bullet payment on May 20, 2023.

• NCD amounting to '' 2,000.00 million is repayable in 13 structured quarterly instalments commencing from June 29, 2022

• NCD amounting to '' 3,290.00 million is repayable in 22 structured quarterly instalments commencing from June 30, 2022

• NCD amounting to '' 21,845.50 million is repayable in bullet payment on August 16, 2024.

c) Availed and repayment during the year

• NCD amounting to '' Nil million (March 31,2022 : '' 3,500.00 million) has been availed during the current reporting year.

• NCD amounting to '' 913.70 million (March 31,2022 : '' 16,210.00 million) has been repaid during the current reporting year.

(b) Defined benefit plan

During the current year, the Company has moved from unfunded gratuity plan to a funded defined benefit gratuity plan. The gratuity plan is governed by the Payment of Gratuity Act, 1972 (''the Gratuity Act'') . Under the Act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of service and salary at retirement age. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service as per the provision of the Act. The Gratuity is funded with Life Insurance Corporation of India (LIC). The Company contributes in the fund every year as premium on the basis of demand raised by LIC. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment with the Company. The Company contributes Gratuity liabilities to the IRB Infrastructure Developers Limited Employees Group Gratuity Scheme (the Trust). Trustees administer contributions made to the Trusts and contributions are invested in a scheme with the LIC as permitted by Indian law.

Note 30 : Commitments and Contingencies a. Commitments

The Company has commitments related to further investment as sponsor''s contribution (share capital, subordinated debt and non-convertible debentures) to the projects in the following subsidiaries and joint-ventures:

('' in Million)

Sr. « . .

,, Particulars No.

March 31, 2023

March 31, 2022

a. VK1 Expressway Private Limited **

-

28.04

b. IRB Infrastructure Trust*

-

1,272.35

c. VM7 Expressway Private Limited

1,265.00

1,265.00

d. Palsit Dankuni Tollway Private Limited **

1,235.99

4,849.50

e. Pathankot Mandi Highway Private Limited

621.00

1,241.50

f. Chittoor Thachur Highway Private Limited

580.20

1,090.30

g. Meerut Budaun Expressway Limited**

6,705.03

-

h. Samakhiyali Tollway Private Limited ***

4,689.95

-

Total

15,097.17

9,746.69

* During the year ended March 31,2020, the Company had transferred its nine subsidiaries to IRB Infrastructure Trust (Trust). However, based on the sponsor support agreement entered by the Company with the lenders of the subsidiaries, the Company continues to be liable for the balance equity commitment to the extent of 51%.

** Refer note 40

*** The Company is awarded with the project Samakhiyali to Santalpur in the State of Gujarat on BOT (Toll) mode which is to be implemented by Samakhiyali Tollway Private Limited, a wholly owned subsidiary of the Company. The projected cost is '' 21,320 million and the financial closure for the project is under progress.

Other commitments:

The Company has entered into agreements with its subsidiaries, joint-ventures and IRB Invit Fund to provide toll operations and management services.

b. Contingent liabilities (to the extent not provided for)

Notes:

i. The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.

ii. The Company has provided corporate guarantee to the lenders of the subsidiary companies and joint ventures to make good the shortfall, if any, between the secured obligations of the subsidiary companies and joint ventures and the termination payment receivable from the Authority in the event of termination of the Concession Agreement. As on March 31,2023 and March 31,2022, since the termination clause has neither triggered nor expected to trigger in the foreseeable future for any of the subsidiary and joint venture, the said liability is considered as remote.

iii. The Company''s pending litigations comprise of claims against the Company primarily by the commuters. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed contingent liabilities where applicable, in its standalone financial statements. The Company has not provided for or disclosed contingent liabilities for matters considered as remote for pending litigations/public litigations(PIL)/claims the commuters wherein the management is confident, based on the internal legal assessment and advice of its lawyers that these litigations would not result into any liabilities. The Company does not expect the outcome of these proceedings to have a material adverse effect on the standalone financial statements.

iv. The Company has no material tax litigations in the current year and previous year.

v. With respect to issuance of Non-convertible Debentures issued to India Toll Roads, the Company has an obligation to pay redemption premium to Initial investor in the event of exercise of put option right. The redemption premium payable is currently not determinable since the event is not triggered. Refer note 16(a)(iv).

Note 31 : Trade Payables

a) Details of dues to Micro and Small Enterprises as per Micro, Small and Medium Enterprises Development Act, 2006

Under the Micro, Small and Medium Enterprises Development Act, 2006 (''MSMED'') which came into force from October 2, 2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis or the information and records available with the management, there are no outstanding dues to the Micro and Small enterprises as defined in the Micro, Small mid Medium Enterprises Development Act, 2006 except as set out in the following disclosures.

The disclosure in respect of the amount payable to enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 has been made in the standalone financial statement as at March 31,2023 and March 31,2022 based on the information received and available with the Company.

('' in Million)

Sr.

Particulars

No.

March 31, 2023

March 31, 2022

(i) Amount outstanding in respect of guarantees given by the Company to banks for loans to subsidiary (also refer note ii below)

6,292.00

2,711.48

(ii) Guarantees given to others for subsidiary

2,366.89

3,755.77

(iii) Guarantees and counter guarantees on behalf of subsidiaries given by the Company

1,340.75

4,255.95

(iv) Guarantees and counter guarantees on behalf of joint ventures given by the Company

2,921.80

-

(v) Bank guarantees towards bids/tenders/ etc

1,923.20

412.60

Total

14,844.64

11,135.80

The management assessed that trade receivables, cash and cash equivalents, other bank balances, loans, other financial assets, borrowings including bank overdrafts, trade payables and other financial liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The discount for lack of marketability represents the amounts that the Company has determined that market participants would take into account when pricing the investments.

The above investments does not include equity investments in subsidiaries and joint ventures which are carried at cost and hence are not required to be disclosed as per Ind AS 107 ''Financial Instrument Disclosure''.)

Note 33 : Fair Value Hierarchy

All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy described as follows, based on the lowest level input that is significant to the fair value measurement as a whole.

Level 1: Quoted price in active markets

Level 2: Significant observable inputs

Level 3: Significant unobservable inputs

Sensitivity: Higher probability by 5% and lower discount rate by 0.5% will increase the fair value by '' 4,166.87 millions (March 31, 2022 - '' 4,048.35 million). Lower probability by 5% and higher discount rate by 0.5% will reduce fair value by '' 3,946.06 million (March 31,2022 - '' 3,784.57 million).

There were no significant inter-relationship between unobservable inputs that materially affects fair value.

Trade receivables

Concentration of credit risk with respect to trade receivables are high, due to the Company’s customer base being limited. All trade receivables are reviewed and assessed for default on a quarterly basis. Based on historical experience of collecting receivables indicate a low credit risk.

Note 34 : Financial risk management objectives and policies

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.

In performing its operating, investing and financing activities, the Company is exposed to the Credit risk, Liquidity risk and Market risk.

Market risk

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. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Financial instruments

Credit risk from balances with banks, trade receivables, loans and advances and financial institutions is managed by the Company top management in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the top management on an annual basis, and may be updated throughout the year subject to approval of the Company''s board of directors. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

Investment in Equity shares/units

The Company has investments in equity shares/units. The settlement of such instruments is linked to the completion of the respective underlying projects. Such Financial Assets are not impaired as on the reporting date.

Other financial assets

The Company has other receivables from related parties. The Company does not perceive any credit risk pertaining to other receivables except as given in the below table. The Company makes provision of expected credit losses to mitigate the risk of default payments and makes appropriate provision at each reporting date whenever outstanding is for a longer year and involves higher risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

Currency Risk

The Company conducts all the transactions in Indian Rupees which is also the functional currency of the Company. Hence, the sensitivity analysis is not required.

Commodity price risk

The Company requires materials for implementation (construction) of the projects, such as cement, bitumen, steel and other related construction materials. However, the Company has entered into fixed price contract with the EPC contractor so as to manage the exposure to price increases in raw materials. Hence, the sensitivity analysis is not required.

Note 35 : Capital management

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended March 31,2023 and year ended March 31,2022.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the lenders to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing borrowings in the current year.

No changes were made in the objectives, policies or processes for managing capital during the year ended March 31,2023 and March 31,2022.

Note 36 : Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company’s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including debt and overdraft from banks at an optimised cost.

The table below summarises the maturity profile of the Company''s financial assets and liabilities based on contractual undiscounted payments as on balance sheet date:

Amounts due from contract customers represents the gross unbilled amount expected to be collected from customers for contract work performed till date. It is measured at cost plus profit recognised till date less progress billings and recognised losses when incurred.

Advances due to contract customers represents the excess of progress billings over the revenue recognised (cost plus attributable profits) for the contract work performed till date.

(e) Performance obligation

The Company undertakes Engineering, Procurement and Construction business. The ongoing contracts with customers are for road construction. The type of work in these contracts involve construction, engineering, designing, etc.

The Company evaluates whether each contract consists of a single performance obligation or multiple performance obligations. Contracts where the Company provides a significant integration service to the customer by combining all the goods and services are concluded to have a single performance obligations. Contracts with no significant integration service, and where the customer can benefit from each unit on its own, are concluded to have multiple performance obligations. In such cases consideration is allocated to each performance obligation, based on standalone selling prices. Where the Company enters into multiple contracts with the same customer, the Company evaluates whether the contract is to be combined or not by evaluating factors such as commercial objective of the contract, consideration negotiated with the customer and whether the individual contracts have single performance obligations or not.

The Company recognises contract revenue over time as the performance creates or enhances an asset controlled by the customer. For such arrangements revenue is recognised using cost based input methods. Revenue is recognised with respect to the stage of completion, which is assessed with reference to the proportion of contract costs incurred for the work performed at the balance sheet date relative to the estimated total contract costs.

Note 38 : Disclosure as per Ind AS 115

(a) The Company undertakes Engineering, Procurement and Construction business. The type of work in the contracts with the customers involve construction, engineering, designing, etc. There is minimum impact on the Company''s revenue on applying Ind AS 115 from the contracts with customers.

(b) Disaggregation of revenue from contracts with customers

The Company believes that the information provided under Note (c) below, Revenue from Operations, is sufficient to meet the disclosure objectives with respect to disaggregation of revenue under Ind AS 115, Revenue from Contracts with Customers.

Any costs incurred that do not contribute to satisfying performance obligations are excluded from the Company''s input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other forms of variable consideration.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognizes the entire estimated loss in the year the loss becomes known. Variations in contract work, claims, incentive payments are included in contract revenue to the extent that may have been agreed with the customer and are capable of being reliably measured.

(f) Revenue recognition for future related to performance obligations that are unsatisfied (or partially satisfied) :

While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially) satisfied performance obligations, along with the board time band for the expected time to recognise those revenue, the Company has applied the practical expedient in Ind AS 115.

Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, change in scope of contracts, yearly revalidations of the estimates, economic factors (changes in tax laws etc.). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is '' 87,071.51 million (March 31,2022 : '' 1,04,594.58 million) out of which 52.01% (March 31,2022 : 37.22%) is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above.

(g) Practical expedients:

Applying the practical expedient in paragraph 63 of Ind AS 115, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if at contract inception it is expected that the year between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

The Company applies practical expedient in paragraph 121 of Ind AS 115 and does not disclose information about remaining performance obligations for EPC contracts that have original expected duration of one year or less.

(h) Information about major customers

Revenue from Four customers of the Company is '' 31,941.91 million (March 31,2022 : Four customers of '' 15,832.87 million) which is more than 10% of the Company''s total revenue.

c Debt Service Coverage Ratio (DSCR) (no. of times) : Profit before interest, divided by Interest expense (net of moratorium interest, interest cost on unwinding (long term unsecured loans) and amortisation of transaction cost) together with repayments of long term debt during the period (netted off to the extent of long term loans availed during the same period for the repayment)

d ROE : Net Profits after taxes - Preference Dividend (if any) / Average Shareholder’s Equity

e Trade receivable turnover ratio: Revenue from operations / Average (Trade receivable and contract assets) * No. of days f Trade payables turnover ratio = Net Credit Purchases / Average Trade Payables g Net profit margin (in %) : profit after tax / Revenue from operation h Net capital turnover ratio = Net Sales / Working Capital

i ROCE : Earning before interest and taxes / Capital Employed (Capital Employed = Tangible Net Worth Total Debt Deferred Tax Liability)

j Return on investment (ROI) : (MV(T1) - MV(T0) - Sum [C(t)]} / (MV(T0) Sum [W(t) * C(t)]}

T1 = End of time period TO = Beginning of time period

t = Specific date falling between T1 and TO MV(T1) = Market Value at T1

MV(TO) = Market Value at TO C(t) = Cash inflow, cash outflow on specific date

W(t) = Weight of the net cash flow (i.e. either net inflow or net outflow) on day ‘t’, calculated as [T1 - t] / T1

Note 47 : Disclosure required for Borrowing based on security of current Assets

The Company has been sanctioned overdraft limits of I 13,057.50 millions, in aggregate, from banks on the basis of security of fixed deposits placed with banks. The Company is not required to file quarterly returns or statements with such banks. The Company has not been sanctioned any fund base working capital limits from any financial institutions.

Note 48 : Disclosure of Struck off companies

The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

Note 49 :

The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. At the year end, the Company has reviewed and there are no long term contracts for which there are any material foreseeable losses.

Note 50 : Other Statutory Information

(a) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,

(b) The Company do not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

(c) The Company is not declared as wilful defaulter by any bank of financial institution or other lenders.

(d) The Company does not have any approved schemes of arrangements during the year

(e) The Company has not traded or invested in Crypto currency or Virtual Currency during the current year.

(f) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

Note 51 : Events after reporting date

Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted with the standalone financial statements. Otherwise, events after the balance sheet date of material size or nature are only disclosed.

Note 52 : Other Matter

Information with regard to the additional information and other disclosures to be disclosed by way of notes to Statement of Profit and Loss as specified in Schedule III to the Companies Act, 2013 is either ''nil '' or '' not applicable '' to the Company for the year.


Mar 31, 2022

1. Trade receivables are non-interest bearing, undisputed and are generally on terms of 30 to 90 days.

2. No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivables are due from firms or private companies respectively in which any director is a partner, a director or a member.

3. Refer note 16 for details of security against term loans.

4. The Company has not identified any credit impairment loss as at March 31,2022 and March 31, 2021

5. For transactions with related parties - refer note 41.

6. For explanations on the Company''s financial risk management processes and trade receivable ageing, refer to note 34.

*** Margin money deposits are earmarked against bank guarantees taken by the Company and for subsidiaries of the Company. The deposits to the extent of I 390.97 millions (March 31,2021: 225.81 millions ) maintained by the Company with bank includes time deposits, which are held as margin money against bank guarantees, are considered as current portion under the head “Bank balances other than cash and cash equivalents" since the same are encashable by the lenders in the event of default by the Company, if any.

Current deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company and earn interest at the respective current deposit rates. Other time deposits earn interest at the rate of 3.00% p.a. to 6.00% p.a. (March 31, 2021 : 3.15% p.a. to 8.75% p.a.)

Refer note 16 for details of security against term loans.

As per records of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

There were no shares issued for consideration other than cash during the period of 5 years immediately preceding the reporting date.

c. Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of I 10 per share. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend, if any.

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

a) Securities Premium - Securities Premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.

b) General Reserve - The Company had transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.

c) Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

d) Equity investments through OCI: This represents the cumulative gains or losses arising on investments in equity instruments / units of funds designated at fair value through other comprehensive income.

e) Remeasurements of defined benefit liability / (asset) through OCI : Remeasurements of defined benefit liability / (asset) comprises actuarial gains and losses and return on plan assets (excluding interest income). Below is the movement of remeasurement of defined benefit liability /(assets) :

a) Rate of interest and security

i) Indian rupee term loan from banks:

• Indian rupee term loan from banks of I Nil millions (March 31, 2021 : I 8,465.56 millions) carried interest rate linked to MCLR plus applicable spread, which varied from 9.50% p.a. to 10.00% p.a. (March 31,2021: carries interest rate linked to MCLR plus applicable spread, which varies from 9.50% p.a. to 10.00% p.a.) and was secured by pledge of shares and units of its related parties, charge on escrow account opened with the banks and subservient charge on the current assets of the Company to the extent of 110% to 125% of the outstanding loan. During the current year, the Company has repaid the entire term loans from banks.

ii) Indian rupee term loan from financial institutions

• Indian rupee term loan from financial institution of I Nil millions (March 31,2021 : I 4,200.00 millions) carried interest rates linked to Lender Bench Mark rate with applicable spread which was 11.60% p.a. (March 31, 2021 : carries interest rates linked to Lender Bench Mark rate with applicable spread which is 11.60% p.a.) and are secured by pledge of shares of its related parties, charge on escrow account opened with the banks and subservient charge on the current assets of the Company to the extent of 125% of the outstanding loan. During the current year, the Company has repaid the entire term loans from financial institutions.

b) Repayment schedule

As per RBI''s Statement on Developmental and Regulatory Policies issued on March 27, 2020, the Company had availed the relief provided by its lender by way of moratorium on certain principal and interest repayments and repayment schedule has been modified accordingly during the finacial year ended March 31, 2021.

i) Indian rupee term loan from banks:

Balance as on March 31,2022:

Nil Balance as on March 31,2022. During the current year, the Company has repaid the entire term loans from banks. Balance as on March 31,2021:

• Loan amounting to I 2,494.59 millions is repayable in 31 structured quarterly instalments commencing from June 30, 2021.

• Loan amounting to I 2,000.00 millions is repayable in 8 structured quarterly instalments commencing from September 15, 2021

• Loan amounting to I 1,970.97 millions is repayable in 56 structured monthly instalments commencing from April 30, 2021.

• Loan amounting to I 2,000 millions is repayable in 16 structured quarterly instalments commencing from September 30, 2021.

• Loan amounting to I Nil (March 31, 2021 : I 6,000.00 millions) has been availed during the current reporting year.

• Loan amounting to I 8,465.56 millions (March 31, 2021 : I 9,121.79 millions) has been repaid during the current reporting year.

ii) Indian rupee term loan from financial institutions Balance as on March 31,2022:

Nil Balance as on March 31, 2022. During the current year, the Company has repaid the term loans of I 4,200.00 millions (March 31,2021 : I 4,596.00 millions) from financial institutions.

Balance as on March 31,2021:

Loan amounting to I 4,200.00 millions is repayable in 31 structured quarterly instalments commencing from June 30, 2021.

iii) Non-convertible Debentures (NCD)

a) Rate of interest and security

i) From Bank - Listed NCD 4,000 (March 31, 2021 : 12,500) of face value of I 1,000,000 each:

• Secured, redeemable, listed Non-convertible Debentures of I 4,000.00 millions (March 31, 2021 : 12,500.00) carries interest rates at 9.55% (March 31, 2021 : 9.55% ) and are secured by pledge of certain subsidiaries equity shares and units of joint-venture, subservient charge on the current assets of the Company to the extent of 100% to 125% of the outstanding NCD amount and escrow accounts.

ii) From Bank - Listed NCD 3,500 (March 31,2021 : Nil) of face value of I 940,000 each :

• Secured, redeemable, listed Non-convertible Debentures of I 3,290.00 millions (March 31,2021 : Nil) carries interest rates at 9.55% (March 31,2021 : Nil) and are secured by pledge of units of joint-venture, subservient charge on the current assets of the Company to the extent of 100% to 125% of the outstanding NCD amount and escrow accounts.

iii) From Others - Unlisted - Nil (March 31,2021: NCD 75,000) of face value of I 100,000 each :

• Secured, redeemable, unlisted Non-convertible Debentures of Nil (March 31, 2021 : I 7,500.00 millions) carried interest rates at 10.00% (March 31, 2021 : 10.00% ) and are secured by pledge units of joint-venture.

iv) From Others - Unlisted NCD 218,455 (March 31,2021 : NCD 218,455) of face value of I 100,000 each

During the previous year, the Company had raised I 21,845.50.00 millions through issue of 218,455, 9.927% Unlisted, Secured, Redeemable Non-Convertible Debentures (‘9.927% NCD'') to India Toll Roads. The tenure of 9.927% NCD is 7 years i.e. it will mature on February 2028 and carries interest rate of 9.927% per annum. Frequency of interest payment is semi-annually with bullet repayment of principal amount at the end of 7 years. The 9.927% NCD are secured by charge over certain cash flows from a subsidiary of the Company, pledge over a portion of holding of IRB in the subsidiary and 6 months Interest Service Reserve Account (ISRA).

The Company has an option to redeem the 9.927% NCD at any time prior to 19 February 2023, subject to applicable law, at a redemption price equal to 100% of principal amount and accrued interest upto redemption date plus applicable redemption premium if any. If the Company redeems the 9.927% NCD at anytime from 19 February 2023 to 18 February 2024, subject to applicable law, the redemption price is 102.75% of the principal amount and accrued interest upto redemption date plus applicable redemption premium, and if it is redeemed anytime on or after 19 February 2024, subject to applicable law, redemption price is 100% of principal amount and accrued interest upto redemption date plus applicable redemption premium. The 9.927% NCD will mature on the maturity date. The management does not intend to redeem the 9.927% NCD at anytime before the maturity date. The Determination agent has confirmed that there is no shortfall in funding as on March 31, 2021. Further, the Determination agent has confirmed that since neither the event of default or exercise of put option has triggered as on March 31,2022, the redemption premium cannot be determined as on March 31, 2022 and hence no provision is created for the redemption premium in the financial statements.

The Holders of the 9.927% NCD have a Put option right on one business day prior to 19 August 2024 to redeem the 9.927% NCD. The Put right redemption price will be determined by the Holder or any agent acting on its behalf which will be the price at which Holders of the 9.927% NCD do not suffer a funding shortfall as a result of having exercised Put option right. Also, the Holders of the 9.927% NCD have the option to redeem the NCD at any time before its maturity date in the case of occurrence of event of default as mentioned in the Debenture Trust Deed. The economic characteristics and risks of this put option right are closely related to the host debt instrument and hence both are inseparable, and therefore the embedded derivative is not separated for accounting purpose.

(b) Defined benefit plan

The Company has a unfunded defined benefit gratuity plan. The gratuity plan is governed by the Payment of Gratuity Act, 1972 ('' the Gratuity Act''). Under the Act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of service and salary at retirement age. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service as per the provision of the Act.

* During the year ended March 31,2020, the Company has transferred its nine subsidiaries to IRB Infrastructure Trust (Trust). However, based on the sponsor support agreement entered by the Company with the lenders of the subsidiaries, the Company continues to be liable for the balance equity commitment to the extent of 51%.

**On April 7, 2022, the Company has executed arrangement for implementation of Palsit Dankuni Tollway Private Limited by the IRB Infrastructure Trust and accordingly, the project will be executed by the Company and the Trust. Based on the sponsor support agreement entered by the Company with the lenders of the subsidiaries of the Trust, the Company will be liable for the equity commitment only to the extent of 51% i.e. I 2,473.00 millions out of I 4,849.50 millions mentioned above.

*** The Company is awarded with the project Meerut to Budaun in the state of Uttar Pradesh which is to be implemented by Meerut Budaun Expressway Private Limited. The projected cost for the project is I 66,560 millions and the financial closure for the project is under prog ress.

Other commitments:

During the previous year ended March 31,2021, the Company has entered into agreements with IRB Ahmedabad Vadodara Super Express Tollway Private Limited (Tenure - For concession year of 17 years), to provide toll operations and management services.

During the year ended March 31, 2020, the Company has entered into agreements with IRB InvIT Fund (Tenure - 10 years or completion of concession year whichever is earlier), IRB Infrastructure Trust (Tenure - 10 years) and IRB MP Expressway Private Limited (Tenure - For concession year of 10 years), to provide toll operations and management services.

b. Contingent liabilities (to the extent not provided for)

('' in millions)

Sr.

No.

Particulars

March 31, 2022

March 31, 2021

(i)

Amount outstanding in respect of guarantees given by the Company to banks for loans to subsidiary (also refer note ii below)

2,711.48

6,808.92

(ii) Guarantees given to others for subsidiary

3,755.77

3,852.47

(iii)

Guarantees and counter guarantees on behalf of subsidiaries given by the Company

4,255.95

2,159.20

(iv)

Guarantees and counter guarantees on behalf of joint ventures given by the Company

-

460.00

(iv)

Bank guarantees towards bids/tenders/ etc

412.60

461.40

Total

11,135.80

13,741.99

Notes:

i. The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.

ii. The Company has provided corporate guarantee to the lenders of the subsidiary companies and joint ventures to make good the shortfall, if any, between the secured obligations of the subsidiary companies and joint ventures and the termination payment receivable from the Authority in the event of termination of the Concession Agreement. As on March 31, 2022 and March 31,2021, since the termination clause has neither triggered nor expected to trigger in the foreseeable future for any of the subsidiary and joint venture, the said liability is considered as remote.

iii. The Company''s pending litigations comprise of claims against the Company primarily by the commuters. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed contingent liabilities where applicable, in its standalone financial statements. The Company has not provided for or disclosed contingent liabilities for matters considered as remote for pending litigations/public litigations(PIL)/claims the commuters wherein the management is confident, based on the internal legal assessment and advice of its lawyers that these litigations would not result into any liabilities. The Company does not expect the outcome of these proceedings to have a material adverse effect on the standalone financial statements.

iv. The Company has no material tax litigations in the current year and previous year.

v. With respect to issuance of Non-convertible Debentures issued to India Toll Roads, the Company has an obligation to pay redemption premium to Initial investor in the event of exercise of put option right. The redemption premium payable is currently not determinable since the event is not triggered. Refer note 16(b)(iii)(a)(iii).

Note 31 : Trade Payables

a) Details of dues to Micro and Small Enterprises as per Micro, Small and Medium Enterprises Development Act, 2006

Under the Micro, Small and Medium Enterprises Development Act, 2006 (''MSMED'') which came into force from October 2, 2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis or the information and records available with the management, there are no outstanding dues to the Micro and Small enterprises as defined in the Micro, Small mid Medium Enterprises Development Act, 2006 except as set out in the following disclosures.

The disclosure in respect of the amount payable to enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 has been made in the standalone financial statement as at March 31,2022 and March 31, 2021 based on the information received and available with the Company.

The management assessed that cash and cash equivalents, bank balance, trade receivables, loans, other financial assets, trade payables, borrowings, bank overdrafts and other financial liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The discount for lack of marketability represents the amounts that the Company has determined that market participants would take into account when pricing the investments.

There have been no transfers between levels during the year.

* The fair value in respect of the unquoted equity investments cannot be reliably estimated and hence the same is valued at cost.

** The fair value measurements for the Receivable from IRB Infrastructure Trust (''Trust'') have been categorised as Level 3 fair values based on the inputs to the valuation techniques used. The fair valuation is determined based on present value of projected cash flows and discount rates equivalent to cost of unsecured debt. The significant unobservable inputs used are (a) applying probability for percentage of amount that will be collected against the claims raised / to be raised with customers including the timing of collection (over a period of three years) with weights being assigned to different probability scenarios; and (b) discount rate applied to determine present value is 10.30% (March 31,2021 : 10.00%).

Sensitivity: Higher probability by 5% and lower discount rate by 0.5% will increase the fair value by I 4,048.35 millions (March 31, 2021: 13,236.56 millions). Lower probability by 5% and higher discount rate by 0.5% will reduce fair value by 13,784.57 millions ((March 31, 2021: 13,048.81 millions).

There were no significant inter-relationship between unobservable inputs that materially affects fair value.

Note 34 : Financial risk management objectives and policies

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.

The Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework.

In performing its operating, investing and financing activities, the Company is exposed to the Credit risk, Liquidity risk and Market risk.

Market risk

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. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Financial instruments

Credit risk from balances with banks, trade receivables, loans and advances and financial institutions is managed by the Company top management in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the top management on an annual basis, and may be updated throughout the year subject to approval of the Company''s board of directors. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

Investment in Equity shares/units

The Company has investments in equity shares/units. The settlement of such instruments is linked to the completion of the respective underlying projects. Such Financial Assets are not impaired as on the reporting date.

Trade receivables

Concentration of credit risk with respect to trade receivables are high, due to the Company''s customer base being limited. All trade receivables are reviewed and assessed for default on a quarterly basis. Based on historical experience of collecting receivables indicate a low credit risk.

Other financial assets

The Company has other receivables from related parties. The Company does not perceive any credit risk pertaining to other receivables except as given in the below table. The Company makes provision of expected credit losses to mitigate the risk of default payments and makes appropriate provision at each reporting date whenever outstanding is for a longer year and involves higher risk.

Market risk

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. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

Currency Risk

The Company conducts all the transactions in Indian Rupees which is also the functional currency of the Company. Hence, the sensitivity analysis is not required.

Commodity price risk

The Company requires materials for implementation (construction) of the projects, such as cement, bitumen, steel and other related construction materials. However, the Company has entered into fixed price contract with the EPC contractor so as to manage the exposure to price increases in raw materials. Hence, the sensitivity analysis is not required.

Note 35 : Capital management

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended March 31, 2022 and year ended March 31,2021.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing borrowings in the current and previous year.

No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2022 and March 31, 2021.

Loan covenants:

Under the terms of the long term borrowing facilities, the Company is required to comply with the following key financial covenants:

- 100%- 125% current assets to the extent of the outstanding loan.

Redeemable non-convertible debentures (secured) (unlisted NCD 218,455 of face value of I 100,000 each)

- Gross leverage ratio - less than 5.5 and fixed consolidated charges ratio - more than 1.5

Note 36 : Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including debt and overdraft from banks at an optimised cost.

Note 38 : Disclosure as per Ind AS 115

(a) The Company undertakes Engineering, Procurement and Construction business. The type of work in the contracts with the customers involve construction, engineering, designing, etc. There is no impact on the Company''s revenue on applying Ind AS 115 from the contracts with customers.

(b) Disaggregation of revenue from contracts with customers

The Company believes that the information provided under Note (c) below, Revenue from Operations, is sufficient to meet the disclosure objectives with respect to disaggregation of revenue under Ind AS 115, Revenue from Contracts with Customers.

Amounts due from contract customers represents the gross unbilled amount expected to be collected from customers for contract work performed till date. It is measured at cost plus profit recognised till date less progress billings and recognised losses when incurred.

Advances due to contract customers represents the excess of progress billings over the revenue recognised (cost plus attributable profits) for the contract work performed till date.

(e) Performance obligation

The Company undertakes Engineering, Procurement and Construction business. The ongoing contracts with customers are for road construction. The type of work in these contracts involve construction, engineering, designing, etc.

The Company evaluates whether each contract consists of a single performance obligation or multiple performance obligations. Contracts where the Company provides a significant integration service to the customer by combining all the goods and services are concluded to have a single performance obligations. Contracts with no significant integration service, and where the customer can benefit from each unit on its own, are concluded to have multiple performance obligations. In such cases consideration is allocated to each performance obligation, based on standalone selling prices. Where the Company enters into multiple contracts with the same customer, the Company evaluates whether the contract is to be combined or not by evaluating factors such as commercial objective of the contract, consideration negotiated with the customer and whether the individual contracts have single performance obligations or not.

The Company recognises contract revenue over time as the performance creates or enhances an asset controlled by the customer. For such arrangements revenue is recognised using cost based input methods. Revenue is recognised with respect to the stage of completion, which is assessed with reference to the proportion of contract costs incurred for the work performed at the balance sheet date relative to the estimated total contract costs.

The Company recognises contract revenue over time as the performance creates or enhances an asset controlled by the customer. For such arrangements revenue is recognised using cost based input methods. Revenue is recognised with respect to the stage of completion, which is assessed with reference to the proportion of contract costs incurred for the work performed at the balance sheet date relative to the estimated total contract costs.

Any costs incurred that do not contribute to satisfying performance obligations are excluded from the Company''s input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other forms of variable consideration.

If estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognizes the entire estimated loss in the year the loss becomes known. Variations in contract work, claims, incentive payments are included in contract revenue to the extent that may have been agreed with the customer and are capable of being reliably measured.

(f) Revenue recognition for future related to performance obligations that are unsatisfied (or partially satisfied) :

While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially) satisfied performance obligations, along with the board time band for the expected time to recognise those revenue, the Company has applied the practical expedient in Ind AS 115.

Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, change in scope of contracts, yearly revalidations of the estimates, economic factors (changes in tax laws etc.). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is 11,04,594.58 millions (March 31,2021 : 1 32,641.11 millions) out of which 37.22% (March 31, 2021 : 48.86%) is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above.

(g) Practical expedients:

Applying the practical expedient in paragraph 63 of Ind AS 115, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if at contract inception it is expected that the year between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

The Company applies practical expedient in paragraph 121 of Ind AS 115 and does not disclose information about remaining performance obligations for EPC contracts that have original expected duration of one year or less.

(h) Information about major customers

Revenue from Four customers of the Company is 1 15,832.87 millions (March 31, 2021 : Two customers of 118,052.15 millions) which is more than 10% of the Company''s total revenue.

Management is of the view that investment in mutual fund shall not form part of disclosure under section 186 (11) read with Schedule VI of the Act since they do not fall under the definition of body corporate as defined in Section 2 of the Companies Act, 2013.

The Company is engaged in the business of providing infrastructural facilities as per Section 186 (11) read with Schedule VI of the Companies Act 2013. Accordingly, disclosures under Section 186 of the Act in respect of loan made, investments, guarantees given or security provided is not applicable to the Company.


Mar 31, 2021

As per records of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

c. Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of '' 10 per share. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend, if any.

During the year ended March 31,2021, the amount of per share dividend recognised as distributions to equity shareholders is '' 5.00 (March 31,2020 : '' Nil).

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

Nature and purpose of reserves

a) Securities Premium - Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to “Securities Premium”.

b) General Reserve - The Company had transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.

c) Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

d) Equity investments through OCI: This represents the cumulative gains or losses arising on investments in equity instruments / units of funds designated at fair value through other comprehensive income.

e) Remeasurements of defined benefit liability / (asset) through OCI : Remeasurements of defined benefit liability / (asset) comprises actuarial gains and losses and return on plan assets (excluding interest income). Below is the movement of remeasurement of defined benefit liability /(assets) :

a) Rate of interest and security

i) Indian rupee term loan from banks:

• Indian rupee term loan from banks of '' 8,465.56 millions (31 March 2020 : '' 11,587.35 millions) carries interest rate linked to MCLR plus applicable spread, which varies from 9.50% p.a. to 10.00% p.a. (March 31,2020 : carries interest rates linked to MCLR plus spread which varies from 9.70% p.a. to 11.10% p.a.) and are secured by pledge of shares and units of its related parties, charge on escrow account opened with the banks and subservient charge on the current assets of the Company to the extent of 110% to 125% of the outstanding loan.

ii) Indian rupee term loan from financial institutions

• Indian rupee term loan from financial institution of '' 4,200.00 millions (31 March 2020 : ''8,796.00 millions) carries interest rates linked to Lender Bench Mark rate with applicable spread which is 11.60% p.a. (March 31, 2020 : carries interest rates linked to Lender Bench Mark rate with spread which varies from 10.85% p.a. to 11.60% p.a.) and are secured by pledge of shares of its related parties , charge on escrow account opened with the banks and subservient charge on the current assets of the Company to the extent of 125% of the outstanding loan.

b) Repayment schedule

As per RBI’s Statement on Developmental and Regulatory Policies issued on March 27, 2020, the Company has availed the relief provided by its lender by way of moratorium on certain principal and interest repayments and repayment schedule has been modified accordingly.

i) Indian rupee term loan from banks:

Balance as on March 31, 2021:

• Loan amounting to '' 2,494.59 millions is repayable in 31 structured quarterly instalments commencing from June 30, 2021.

• Loan amounting to '' 2,000.00 millions is repayable in 8 structured quarterly instalments commencing from September 15, 2021

• Loan amounting to '' 1,970.97 millions is repayable in 56 structured monthly instalments commencing from April 30, 2021.

• Loan amounting to '' 2,000 millions is repayable in 16 structured quarterly instalments commencing from September 30, 2021.

Balance as on 31 March 2020:

• Loan amounting to '' 2,750.00 millions is repayable in 34 structured quarterly instalments commencing from October 31,2020.

• Loan amounting to '' 1,890.00 millions is repayable in 7 structured quarterly instalments commencing from December 31,2020.

• Loan amounting to '' 5,180.00 millions is repayable in 7 structured quarterly instalments commencing from September 30, 2020.

• Loan amounting to '' 1,199.41 millions is repayable in 4 structured monthly instalments commencing from December 6, 2020

• Loan amounting to '' 493.96 millions is repayable in monthly instalments due on August 31,2020

• Loan amounting to '' 73.99 millions is repayable in 12 structured monthly instalments commencing from April, 2020.

• Loan amounting to '' 6,000.00 millions (March 31,2020 : '' 8,050.00 millions) has been availed during the current reporting year.

• Loan amounting to '' 12,918.18 millions (March 31,2020 : '' 6,287.06 millions) has been repaid during the current reporting year.

ii) Indian rupee term loan from financial institutions

Balance as on March 31, 2021:

• Loan amounting to '' 4,200.00 millions is repayable in 31 structured quarterly instalments commencing from June 30, 2021.

Balance as on 31 March 2020:

• Loan amounting to '' 4,550.00 millions is repayable in 36 structured quarterly instalments commencing from June 30, 2020.

• Loan amounting to '' 146.00 millions is repayable in 12 structured monthly instalments commencing from April 30, 2020.

• Loan amounting to '' 1,400.00 millions is repayable in 6 structured monthly instalments commencing from December 15, 2020.

• Loan amounting to '' 2,700.00 millions is repayable in 10 structured monthly instalments commencing from January 31,2021.

• Loan amounting to '' Nil (March 31, 2020 : '' 2,000.00 millions) has been availed during the current reporting period.

• Loan amounting to '' 799.61 millions (March 31,2020 : '' 1,272.82 millions) has been repaid during the current reporting period.

iii) Non-convertible Debentures (NCD)

a) Rate of interest and security

i) From Bank - Listed NCD 12,500 of face value of '' 1,000,000 each:

• Secured, redeemable, listed Non-convertible Debentures of '' 12,500.00 millions (31 March 2020 : '' Nil millions) carries interest rates at 9.55% (March 31,2020 : Nil) and are secured by pledge of subsidiaries equity shares and units of joint-venture, subservient charge on the current assets of the Company to the extent of 100% to 125% of the outstanding NCD amount and escrow accounts.

ii) From Others - Unlisted NCD 75,000 of face value of'' 100,000 each:

• Secured, redeemable, unlisted Non-convertible Debentures of '' 7,500.00 millions (31 March 2020 : '' Nil millions) carries interest rates at 10.00% (March 31,2020 : Nil) and are secured by pledge units of joint-venture.

iii) From Others - Unlisted NCD 218,455 of face value of '' 100,000 each

During the year, the Company has raised '' 21,845.50.00 million through issue of 218,455, 9.927% Unlisted, Secured, Redeemable Non-Convertible Debentures (‘9.927% NCD’) to India Toll Roads. The tenure of 9.927% NCD is 7 years i.e. it will mature on February 2028 and carries interest rate of 9.927% per annum. Frequency of interest payment is semi-annually with bullet repayment of principal amount at the end of 7 years. The 9.927% NCD are secured by charge over certain cash flows from a subsidiary of the Company, pledge over a portion of holding of IRB in the subsidiary and 6 months Interest Service Reserve Account (ISRA).

The Company has an option to redeem the 9.927% NCD at any time prior to 19 February 2023, subject to applicable law, at a redemption price equal to 100% of principal amount and accrued interest upto redemption date plus applicable redemption premium if any. If the Company redeems the 9.927% NCD at anytime from 19 February 2023 to 18 February 2024, subject to applicable law, the redemption price is 102.75% of the principal amount and accrued interest upto redemption date plus applicable redemption premium, and if it is redeemed anytime on or after 19 February 2024, subject to applicable law, redemption price is 100% of principal amount and accrued interest upto redemption date plus applicable redemption premium. The 9.927% NCD will mature on the maturity date. The management does not intend to redeem the 9.927% NCD at anytime before the maturity date. The Determination agent has confirmed that there is no shortfall in funding as on March 31,2021. Further, the Determination agent has confirmed that since neither the event of default or exercise of put option has triggered as on March 31,2021, the redemption premium cannot be determined as on March 31,2021 and hence no provision is created for the redemption premium in the financial statements.

The Holders of the 9.927% NCD have a Put option right on one business day prior to 19 August 2024 to redeem the 9.927% NCD. The Put right redemption price will be determined by the Holder or any agent acting on its behalf which will be the price at which Holders of the 9.927% NCD do not suffer a funding shortfall as a result of having exercised Put option right. Also, the Holders of the 9.927% NCD have the option to redeem the NCD at any time before its maturity date in the case of occurrence of event of default as mentioned in the Debenture Trust Deed. The economic characteristics and risks of this put option right are closely related to the host debt instrument and hence both are inseparable, and therefore the embedded derivative is not separated for accounting purpose.

During the current reporting period, there is no repayment made by the Company towards Non-convertible Debentures (NCD).

b) Repayment schedule -

• NCD amounting to '' 3,000.00 millions is repayable in 11 structured quarterly instalments commencing from December 15,2022.

• NCD amounting to '' 2,000.00 millions is repayable in 13 structured quarterly instalments commencing from June 29, 2022

• NCD amounting to '' 2,000.00 millions is repayable in bullet payment on July 16, 2023.

• NCD amounting to '' 7,500.00 millions is repayable in bullet payment on June 26, 2023.

• NCD amounting to '' 2,000.00 millions is repayable in bullet payment on May 20, 2023.

• NCD amounting to '' 2,000.00 millions is repayable in bullet payment on July 1,2023.

• NCD amounting to '' 1,500.00 millions is repayable in 3 structured half yearly instalments commencing from July 7, 2022

• NCD amounting to '' 21,845.50.00 millions is repayable in bullet payment on August 16, 2024.

There was no outstanding Non-covertible Debenture as on March 31,2020.

Unsecured loan from related parties

Interest free and repayable within 2 to 6 years as per agreed terms.

Notes:

i. The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.

ii. The Company has provided corporate guarantee to the lenders of the subsidiary companies and joint ventures to make good the shortfall, if any, between the secured obligations of the subsidiary companies and joint ventures and the termination payment receivable from the Authority in the event of termination of the Concession Agreement. As on March 31, 2021 and March 31, 2020, since the termination clause has neither triggered nor expected to trigger in the foreseeable future for any of the subsidiary and joint venture, the said liability is considered as remote.

iii. The Company''s pending litigations comprise of claims against the Company primarily by the commuters. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed contingent liabilities where applicable, in its standalone financial statements. The Company has not provided for or disclosed contingent liabilities for matters considered as remote for pending litigations/public litigations(PIL)/claims the commuters wherein the management is confident, based on the internal legal assessment and advice of its lawyers that these litigations would not result into any liabilities. The Company does not expect the outcome of these proceedings to have a material adverse effect on the standalone financial statements.

iv. The Company has no material tax litigations in the current year and previous year.

v. With respect to issuance of Non-convertible Debentures issued to India Toll Roads, the Company has an obligation to pay redemption premium to Initial investor in the event of exercise of put option right. The redemption premium payable is currently not determinable since the event is not triggered. Refer note 16(b)(iii)(a)(iii)

Note 32 : Details of dues to micro and small enterprises as per MSMED Act, 2006 (MSMED Act)

Since, these are standalone financial statements, disclosure of details of dues to Micro, Small and Medium Eneterprises as defined under the MSMED Act, 2006 has not been made. The Company will report the same in the year end statutory financial statements.

Under the Micro, Small and Medium Enterprises Development Act, 2006 (''MSMED'') which came into force from October 2, 2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis or the information and records available with the management, there are no outstanding dues to the Micro and Small enterprises as defined in the Micro, Small mid Medium Enterprises Development Act, 2006 except as set out in the following disclosures.

The disclosure in respect of the amount payable to enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 has been made in the standalone financial statement as at March 31,2021 and March 31,2020 based on the information received and available with the Company.

The management assessed that cash and cash equivalents, bank balance, trade receivables, loans, other financial assets, trade payables, borrowings, bank overdrafts and other financial liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The discount for lack of marketability represents the amounts that the Company has determined that market participants would take into account when pricing the investments.

Note 34 : Fair Value Hierarchy

All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy described as follows, based on the lowest level input that is significant to the fair value measurement as a whole.

Level 1: Quoted price in active markets Level 2: Significant observable inputs Level 3: Significant unobservable inputs

There have been no transfers between levels during the year.

* The fair value in respect of the unquoted equity investments cannot be relieably estimated and hence the same is valued at cost.

**The fair value measurements for the Receivable from IRB Infrastructure Trust (''Trust'') have been categorised as Level 3 fair values based on the inputs to the valuation techniques used. The fair valuation is determined based on present value of projected cash flows and discount rates equivalent to cost of unsecured debt. The significant unobservable inputs used are (a) applying probability for percentage of amount that will be collected against the claims raised / to be raised with customers including the timing of collection (over a period of three years) with weights being assigned to different probability scenarios; and (b) discount rate applied to determine present value is 10%.

Sensitivity: Higher probability by 5% and lower discount rate by 0.5% will increase the fair value by '' 3,236.56 million. Lower probability by 5% and higher discount rate by 0.5% will reduce fair value by ''3,048.81 million.

There were no significant inter-relationship between unobservable inputs that materially affects fair value.

Note 35 : Financial risk management objectives and policies

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Board ofDirectors has overall responsibility for the establishment and oversight of the Company’s risk management framework.

In performing its operating, investing and financing activities, the Company is exposed to the Credit risk, Liquidity risk and Market risk.

Market risk

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. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Financial instruments

Credit risk from balances with banks, trade receivables, loans and advances and financial institutions is managed by the Company top management in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the top management on an annual basis, and may be updated throughout the year subject to approval of the Company''s board of directors. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

Investment in Equity shares/units

The Company has investments in equity shares/units . The settlement of such instruments is linked to the completion of the respective underlying projects. Such Financial Assets are not impaired as on the reporting date.

Trade receivables

Concentration of credit risk with respect to trade receivables are high, due to the Company’s customer base being limited. All trade receivables are reviewed and assessed for default on a quarterly basis. Based on historical experience of collecting receivables indicate a low credit risk.

Other financial assets

The Company has other receivables from related parties. The Company does not perceive any credit risk pertaining to other receivables. The Company makes provision of expected credit losses to mitigate the risk of default payments and makes appropriate provision at each reporting date whenever outstanding is for a longer year and involves higher risk.

Market risk

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. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTOCI investments and derivative financial instruments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings. Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected, after excluding the credit exposure on fixed rate borrowing. With all other variables held constant, the Company''s profit before tax is affected through the impact on floating rate borrowings, as follows:

Cash flow sensitivity analysis for variable rate instrument Long term borrowings - variable interest rate

If the interest rate is 50 basis point higher (lower), the impact on profit or loss would be decreased by '' 272.56 millions (increased by '' 272.56 millions) (as at 31 March: 2020 decreased by '' 101.92 millions (increased by ''101.92 millions)).

Short term borrowings - fixed interest rate

If the interest rate is 50 basis point higher (lower), the impact on profit or loss would be decreased by '' 46.96 millions (increased by '' 46.96 millions) (as at 31 March 2020 : decreased by '' 37.41 millions (increased by '' 37.41millions)).

Fixed interest rate financial assets

If the interest rate is 50 basis point higher (lower), the impact on profit or loss would be increase by '' 76.12 millions (decrease by '' 76.12 millions) (as at 31 March 2020: increased by '' 61.66 millions (decreased by '' 61.66 millions)).

Currency Risk

The Company conducts all the transactions in Indian Rupees which is also the functional currency of the Company. Hence, the sensitivity analysis is not required.

Commodity price risk

The Company requires materials for implementation (construction) of the projects, such as cement, bitumen, steel and other related construction materials. However, the Company has entered into fixed price contract with the EPC contractor so as to manage the exposure to price increases in raw materials. Hence, the sensitivity analysis is not required.

Note 36 : Capital management

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended 31 March 2021 and year ended 31 March 2020.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt is calculated as loans and borrowings (gross of unamortised cost) less cash and cash equivalents.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing borrowings in the current year.

No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2021 and year ended 31 March 2020.

Loan covenants:

Under the terms of the long term borrowing facilities, the Company is required to comply with the following key financials covenant:

- 100%- 125% current assets to the extent of the outstanding loan.

Redeemable non-convertible debentures (secured) (unlisted NCD 218,455 of face value of '' 100,000 each)

- Gross leverage ratio - less than 5.5 and fixed consolidated charges ratio - more than 1.5

Note 37 : Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company’s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including debt and overdraft from banks at an optimised cost.

The table below summarises the maturity profile of the Company''s financial liabilities based on contractual undiscounted payments:

The Company''s maximum exposure to credit risk for the components of the balance sheet at 31 March 2021 and 31 March 2020 is the carrying amounts of borrowings, trade payables and other financial liabilities . The Company''s maximum exposure relating to financial guarantees and financial instruments is noted in note 7 and the liquidity table below:

The Company has sufficient level of cash and bank balances, including highly marketable debt investments to meet the financial liabilities over the next twelve months. The Company also has the ability to transfer excess cash flows generated in its subsidiaries by way of short term loans. Moreover, the Company has maintained adequate sources of financing including debt tie up with banks/ financial institutions and overdraft facility from banks in respect of committed capital and operational cash flows.

#Long term borrowings include Non-convertible debentures which, carry premium in the range of 0-8%, at the time of redemption as per the respective debenture agreements.

(a) The Company undertakes Engineering, Procurement and Construction business. The type of work in the contracts with the customers involve construction, engineering, designing, etc. There is no impact on the Company''s revenue on applying Ind AS 115 from the contracts with customers.

(b) Disaggregation of revenue from contracts with customers

The Company believes that the information provided under Note (c) below, Revenue from Operations, is sufficient to meet the disclosure objectives with respect to disaggregation of revenue under Ind AS 115, Revenue from Contracts with Customers.

Amounts due from contract customers represents the gross unbilled amount expected to be collected from customers for contract work performed till date. It is measured at cost plus profit recognised till date less progress billings and recognised losses when incurred.

Advances due to contract customers represents the excess of progress billings over the revenue recognised (cost plus attributable profits) for the contract work performed till date.

(e) Performance obligation

The Company undertakes Engineering, Procurement and Construction business. The ongoing contracts with customers are for road construction. The type of work in these contracts involve construction, engineering, designing, etc.

The Company evaluates whether each contract consists of a single performance obligation or multiple performance obligations. Contracts where the Company provides a significant integration service to the customer by combining all the goods and services are concluded to have a single performance obligations. Contracts with no significant integration service, and where the customer can benefit from each unit on its own, are concluded to have multiple performance obligations. In such cases consideration is allocated to each performance obligation, based on standalone selling prices. Where the Company enters into multiple contracts with the same customer, the Company evaluates whether the contract is to be combined or not by evaluating factors such as commercial objective of the contract, consideration negotiated with the customer and whether the individual contracts have single performance obligations or not.

The Company recognises contract revenue over time as the performance creates or enhances an asset controlled by the customer. For such arrangements revenue is recognised using cost based input methods. Revenue is recognised with respect to the stage of completion, which is assessed with reference to the proportion of contract costs incurred for the work performed at the balance sheet date relative to the estimated total contract costs.

The Company recognises contract revenue over time as the performance creates or enhances an asset controlled by the customer. For such arrangements revenue is recognised using cost based input methods. Revenue is recognised with respect to the stage of completion, which is assessed with reference to the proportion of contract costs incurred for the work performed at the balance sheet date relative to the estimated total contract costs.

Any costs incurred that do not contribute to satisfying performance obligations are excluded from the Company''s input methods of revenue recognition as the amounts are not reflective of our transferring control of the system to the customer. Significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives, liquidated damages, and other forms of variable consideration.

I f estimated incremental costs on any contract, are greater than the net contract revenues, the Company recognizes the entire estimated loss in the year the loss becomes known. Variations in contract work, claims, incentive payments are included in contract revenue to the extent that may have been agreed with the customer and are capable of being reliably measured.

(f) Revenue recognition for future related to performance obligations that are unsatisfied (or partially satisfied) :

While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially) satisfied performance obligations, along with the board time band for the expected time to recognise thos revenue, the Company has applied the practical expedient in Ind AS 115.

Unsatisfied (or partially satisfied) performance obligations are subject to variability due to severeal factors such as terminations, change in scope of contracts, yearly revalidations of the estimates, economic factors (changes in tax laws etc.). The aggregate value of transaction price allocated to unsatisfied (or partially satisfied) performance obligations is

'' 32,641.11 millions (March 31,2020 : ''45,368.76 millions) out of which 48.86% (31 March 2020 : 78.27%) is expected to be recognised as revenue in the next year and the balance thereafter. No consideration from contracts with customers is excluded from the amount mentioned above.

(g) Practical expedients:

Applying the practical expedient in paragraph 63 of Ind AS 115, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if at contract inception it is expected that the year between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

The Company applies practical expedient in paragraph 121 of Ind AS 115 and does not disclose information about remaining performance obligations for EPC contracts that have original expected duration of one year or less.

(h) Information about major customers

Revenue from two customers of the Company is '' 18,052.15 millions (31 March 2020: five customers of the Company was ''32,726.64 millions) which is more than 10% of the Company''s total revenue.

Management is of the view that investment in mutual fund shall not form part of disclosure under section 186 (11) read with Schedule VI of the Act since they do not fall under the definition of body corporate as defined in Section 2 of the Companies Act, 2013.

The Company is engaged in the business of providing infrastructural facilities as per Section 186 (11) read with Schedule VI of the Companies Act 2013. Accordingly, disclosures under Section 186 of the Act in respect of loan made, investments, guarantees given or security provided is not applicable to the Company.

Note 42 : Exceptional Item

During the previous year, pursuant to the Share Purchase Agreement(s) executed between the Company and IRB Infrastructure Trust (‘Trust’), the Company''s interest (investment, sub-debt and unsecured loans) in nine subsidiary companies had been transferred to Trust with effect from February 26, 2020. The Company holds 51% stake in Trust. In lieu of the transfer of its entire interest in the nine subsidiary companies, the Company had received consideration in the form of units in Trust, cash and the balance is a receivable (which is in respect of transfer of part of the unsecured loans and subdebt)

During the previous year, the Company had entered into Share Purchase Agreement(s) with IRB Infrastructure Trust (‘Trust’), whereby the Company had transferred its investments, loans and sub-debt in nine subsidiary companies to the Trust with effect from February 26, 2020. In lieu of the transfer of its entire interest and other receivables (unsecured loans and sub-debt) in the SPVs, the Company had received consideration in the form of units in Trust, cash and the balance is receivable (which is in respect of transfer of part of the unsecured loans and subdebt). As of the date of transfer the Company had an investment of '' 19,180. 01 million and sub-debt and unsecured loans of '' 28,741.77 million and '' 29,829. 67 million respectively. Against, the said amounts, the Company has received units worth '' 39,057.10 million and cash of '' 7,525. 40 million and the balance amount of '' 31,168. 95 millions is to be received by the Company. The Company had recorded a loss of '' 16.48 million on loss of control in such erstwhile subsidiaries which is included under exceptional item. During the current year, the Company had received '' 1,792 million based on an amendment agreement with the Trust dated November 6, 2020.

Note 45 : Donation

During the current period, donation given of ''220.87 millions (March 31,2020: '' 12.50 millions) which included donation to political party, Bhartitya Janata Party, amounting to '' 200.00 millions (previous year : '' Nil).

Note 46 : Utilisation of proceeds from the issue of Non-Covertible Debentures

During the year, the Company has raised a sum of ''41,845.50 millions by issuing Non-Covertible Debenture on a private placement basis-

Note 47 : Estimation of uncertainties relating to the global health pandemic from COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. As per the directions of the Ministry of Road Transport & Highways (MoRTH)/National Highway Authority of India (NHAI), in order to follow MHA guidelines about commercial and private establishment in the wake of COVID-19 epidemic in the country, operations at the toll plaza of the Company were closed down w.e.f. March 26, 2020. The toll operations were resumed from April 20, 2020 by ensuring compliance with preventive measures in terms of guidelines/ instructions issued by Government of India to contain spread of COVID-19.

Based on the financial budget of the Company, the Company shall have positive operating cash flows in the next year and will be able to meet its obligations as and when due.

The management has assessed and determined that considering the nature of its operations and overall revenue model, COVID-19 does not have any material impact on the Company’s financial position as at March 31,2021 its financial performance for the year then ended and its internal control over financial reporting as at March 31,2021.

Note 48 : Events after reporting date

Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted with the standalone financial statements. Otherwise, events after the balance sheet date of material size or nature are only disclosed.


Mar 31, 2018

1 CORPORATE INFORMATION

IRB Infrastructure Developers Limited (“the Company”) is a Public Company domiciled in India and is incorporated under the provision of the Companies Act applicable in India. Its shares are listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India. The registered office is located at 1102, Hiranandani Knowledge Park, Technology Street, Opp Hiranandani Hospital, Powai, Mumbai - 400 076, Maharashtra. The Company is engaged in carrying out the construction works as per EPC contract entered between the Company and its subsidiaries.

2 BASIS OF PREPARATION

A. Statement of compliance

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the Act’) and other relevant provisions of the Act.

The financial statements were authorised for issue by the Company’s Board of Directors on May 3, 2018.

Details of the Company’s accounting policies are included in Note 3. The accounting policies set out below have been applied consistently to the years presented in these standalone financial statements.

B. Functional and presentation currency

The standalone financial statements are presented in Indian Rupee (‘INR’) which is also the Company’s functional currency and all values are rounded to the nearest millions, except when otherwise indicated. Wherever the amount represented Rs.0’ (zero) construes value less than Rupees five thousand.

C. Basis of measurement

The standalone financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities (refer accounting policies regarding financial instruments) which have been measured at fair value.

Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.

No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivables are due from firms or private companies respectively in which any director is a partner, a director or a member.

For terms and condition -Refer to note 36.

c. Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend, if any.

During the year ended March 31, 2018, the amount of per share dividend recognised as distributions to equity shareholders is Rs.8.00 (March 31, 2017: Rs.2.00).

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

a) Securities Premium - Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to “Securities Premium”.

b) General Reserve - The Company had transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

c) Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

d) Equity investments through OCI: This represents the cumulative gains or losses arising on investments in equity instruments designated at fair value through other comprehensive income.

e) Remeasurements of defined benefit liability / (asset) through OCI: Remeasurements of defined benefit liability / (asset) comprises actuarial gains and losses and return on plan assets (excluding interest income).

a) Rate of interest and security

i) Indian rupee term loan from banks:

- Indian rupee term loan from banks of Rs.10,858.30 millions, carries interest rates which varies from 8.45% p.a. to 11.10% p.a. and are secured by pledge of shares of its subsidiaries and subservient charge on the current assets of the Company to the extent of 125% of the outstanding loan.

ii) Indian rupee term loan from financial institutions

- Indian rupee term loan from financial institution of Rs.5,411.45 millions carries interest rates which varies from 10.25% p.a. to @ 11.10% p.a. and are secured by pledge of shares of its subsidiaries and charge on escrow account opened with the banks.

b) Repayment schedule

i) Indian rupee term loan from banks:

- Loan amounting to Rs.3,477.36 millions is repayable in 15 structured monthly instalments commencing from April 30, 2018.

- Loan amounting to Rs.4,172.50 millions is repayable in 15 structured monthly instalments commencing from April 30, 2018.

- Loan amounting to Rs.2,999.88 millions is repayable in 6 structured monthly instalments commencing from October 30, 2019.

- Loan amounting to Rs.208.56 millions is repayable in 36 structured monthly instalments commencing from April, 2018.

- Loan amounting to Rs.5,326.96 millions has been repaid during the current reporting period.

ii) Indian rupee term loan from financial institutions

- Loan amounting to Rs.5,000.00 millions is repayable in 4 structured monthly instalments commencing from June 30, 2018.

- Loan amounting to Rs.411.45 millions is repayable in 36 structured monthly instalments commencing from April 30, 2018.

- Loan amounting to Rs.5,146.00 millions has been repaid during the current reporting period.

a. Term loan

- Indian rupee term loan from bank of Rs.300.00 millions, carried interest rate @ 10.25% p.a. and was repaid on April 7, 2018.

b. Bank overdraft

* The bank overdraft is secured against fixed deposits which are repayable on demand, interest rate varies from 6.10% to 6.35% p.a. (March 31, 2017 : 7.50% to 8.10% p.a.).

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

No deferred tax assets has been recognised on mark to market losses on investment in IRB InvIT Fund of Rs.1,585.53 millions due to uncertainty of future long term capital gains. The amount of unrecognised deferred tax assets is Rs.181.38 millions as at March 31, 2018 (March 31, 2017 : Rs. Nil).

NOTE 3 : GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

(a) Defined contribution plan

The following amount recognised as an expense in standalone statement of profit and loss on account of provident fund and other funds. There are no other obligations other than the contribution payable to the respective authorities.

(b) Defined benefit plan

The Company has an unfunded defined benefit gratuity plan. The gratuity plan is governed by the Payment of Gratuity Act, 1972 (‘ the Act’) . Under the Act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service as per the provision of the Act.

The following tables summaries the components of net benefit expense recognised in the standalone statement of profit and loss and the funded status and amounts recognised in the balance sheet for the gratuity plan:

The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.

The Company’s pending litigations comprise of claims against the Company primarily by the commuters. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed contingent liabilities where applicable, in its standalone financial statements. The Company has not provided for or disclosed contingent liabilities for matters considered as remote for pending litigations/public litigations(PIL)/claims the commuters wherein the management is confident, based on the internal legal assessment and advice of its lawyers that these litigations would not result into any liabilities. The Company does not expect the outcome of these proceedings to have a material adverse effect on the standalone financial statements.

The management assessed that the fair value of cash and cash equivalents, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The discount for lack of marketability represents the amounts that the Company has determined that market participants would take into account when pricing the investments.

NOTE 4 : FAIR VALUE HIERARCHY

All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy described as follows, based on the lowest level input that is significant to the fair value measurement as a whole.

Level 1: Quoted price in active markets Level 2: Significant observable inputs Level 3: Significant unobservable inputs

NOTE 5 : FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. In performing its operating, investing and financing activities, the Company is exposed to the Credit risk, Liquidity risk and Market risk. Market risk

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. Market risk comprises three types of risk:

Interest rate risk, currency risk, credit risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits and FVTOCI investments.

Credit risk on financial assets

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables and Loans and Advances

Customer credit risk and Loans and advances is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. An impairment analysis is performed at each reporting date on an individual basis for major trade receivables and loan and advances which is pertains to receivable from subisidairy companies. The Company has not identifed any impairment loss as at March 31, 2018 and March 31, 2017.

Other financial assets

Credit risk from balances with banks and financial institutions is managed by the Company in accordance with the Company’s policy. Investments of surplus funds are made only in highly marketable debt instruments with appropriate maturities to optimise the cash return on instruments while ensuring sufficient liquidity to meet its liabilities.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected, after excluding the credit exposure on fixed rate borrowing. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company’s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including debt and overdraft from banks at an optimised cost (refer notes 13, 14 and 16)

The Company’s maximum exposure to credit risk for the components of the balance sheet at March 31, 2018 and March 31, 2017 is the carrying amounts as illustrated in Notes 13, 14 and 16. The Company’s maximum exposure relating to financial guarantees and financial instruments is noted in note 28 and the liquidity table below:

At present, the Company expects to repay all liabilities at their contractual maturity. In order to meet such cash commitments, the operating activity is expected to generate sufficient cash inflows.

Currency risk

The Company conducts all the transactions in Indian Rupees which is also the functional currency of the Company. Hence, the sensitivity analysis is not required.

Commodity price risk

The Company requires materials for implementation (construction) of the projects, such as cement, bitumen, steel and other related construction materials. However, the Company has entered into fixed price contract with the EPC contractor so as to manage our exposure to price increases in raw materials. Hence, the sensitivity analysis is not required.

NOTE 6 : CAPITAL MANAGEMENT

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on management’s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.

The Company monitors capital using a gearing ratio, which is net debt (long-term borrowings including current maturity) divided by total Capital plus Net debt is calculated as borrowing less cash and cash equivalent and other bank balances and mutual funds investments.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current year.

No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2018 and year ended March 31, 2017.

(i) Loan covenants:

Under the terms of the major borrowing facilities, the Company is required to comply with the following financials covenants: - 125% current assets to the extent of the outstanding loan.

NOTE 7 : MICRO, SMALL AND MEDIUM ENTERPRISES

Under the Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED’) which came into force from 2 October 2006, certain disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis or the informntion and records available with the management, there are no outstanding dues to the Micro and Small enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006 as set out in the following disclosures-

The disclosure in respect of the amount payable to enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 has been made in the standalone Ind AS financial statement as at March 31, 2018 based on the information received and available with the Company.

* During the year ended March 31, 2018 the Company had made investment of Rs.9,378.43 Million in IRB InvIT Fund, Out of which the Company had received 87,080,000 units at Rs.102 each (Rs.8,882.16 Million) towards asset held for sale, which is consideration other than cash - Also refer note 40.

Management is of the view that investment in mutual fund shall not form part of disclosure under Section 186 (11) read with Schedule VI of the Act since they do not fall under the definition of body corporate as defined in Section 2 of Companies Act, 2013. The Company is engaged in the business of providing infrastructural facilities as per Section 186 (11) read with Schedule VI of the Act. Accordingly, disclosures under Section 186 of the Act in respect of loan made, guarantees given or security provided is not applicable to the Company.

NOTE 8 : RELATED PARTY DISCLOSURES

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured, interest free and will be settled in cash, unless otherwise stated.

NOTE 9 : DETAILS OF SPECIFIED BANK NOTES (SBN) :

During the previous year, the Company had Specified Bank Notes (SBN) or other denomination note as defined in the MCA notification G.S.R. 308(E) dated March 30, 2017 on the details of SBN held and transacted during the period from November 8, 2016 to December 30, 2016, the denomination wise SBNs and other notes as per the notification is given below:

NOTE 10 :

A. Assets Held for Sale

(i) Description

During the previous year, the Company has entered into an agreement with IRB InvIT Fund to transfer six BOT/ DBFOT Projects under six subsidiary companies in accordance with the InvIT Regulations. In the month of May, 2017, the Company and its subsidiaries have successfully transferred the investments in six subsidiary companies viz. IRB Surat Dahisar Tollway Limited, IRB Talegaon Amrawati Tollway Private Limited, IDAA Infrastructure Limited, IRB Tumkur Chitradurga Tollway Limited , IRB Jaipur Deoli Tollway Limited and MVR Infrastructure and Tollways Limited at book value to IRB InvIT Fund, pursuant to Initial Public Issue for a total consideration of Rs.11,750.00 millions (includes Offer for sale of Rs.2,870.00 millions and units of Rs.8,880.00 millions). Pursuant to this transaction, the Company holds 15% units in IRB InvIT Fund.

(ii) Investments in equity instruments of subsidiary companies (Unquoted investments at cost)

The Company has transferred its investments in the above mentioned subsidiaries to IRB InvIT Fund. Pursuant to the said transaction, the investments in these subsidiary companies were classified as assets held for sale in accordance with Ind AS 105 Non-Current Assets Held for Sale and Discontinuing Operations for the year ended March 31, 2017.

The resultant loss arising on the transfer of six entities, held for sale, to IRB InvIT Fund is Rs.0.08 million which has been recognised in the standalone statement of profit and loss.

B. Transfer of Investment in Subsidiary

Pursuant to Share Purchase agreement dated September 28, 2017 executed between the Company and IRB InvIT Fund, the investment in IRB Pathankot Amritsar Toll Road Limited has been transferred to IRB InvIT Fund.

The resultant gain arising on the transfer of the entity to IRB InvIT Fund is Rs.4.41 million which has been recognised in the standalone statement of profit and loss.

NOTE 11 : SUBSEQUENT EVENTS

No subsequent event has been observed which may require an adjustment to the balance sheet.

NOTE 12: Prior period figures have been audited by one of the joint auditors.

NOTE 13 : PREVIOUS YEAR COMPARATIVES

Consequent to the issuance of “Guidance Note on Division II - Ind AS Schedule III to the Companies Act, 2013” certain items of financial statements have been regouped/ reclassified.


Mar 31, 2017

c. Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend, if any.

During the year ended March 31, 2017, the amount of per share dividend recognized as distributions to equity shareholders was Rs.2.00 (March 31, 2016: Rs.6.00).

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

a) Securities Premium: Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to "Securities Premium".

b) General Reserve: The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

c) Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

a) Rate of interest and security

i) Indian rupee term loan from banks:

- Indian rupee term loan from banks of Rs.16,385.26 millions, carries interest rates which varies from 9.40% p.a. to 11.10% p.a. and are secured by pledge of shares of its subsidiaries and subservient charge on the current assets of the Company to the extent of 125% of the outstanding loan.

ii) Indian rupee term loan from financial institutions

- Indian rupee term loan from financial institution of Rs.5,557.45 millions carries interest rates which varies from 11.10% p.a. to @ 12.05% p.a. and are secured by pledge of shares of its subsidiaries and charge on escrow account opened with the banks.

b) Repayment schedule

i) Indian rupee term loan from banks:

- Loan amounting to Rs.285.26 millions is repayable in 48 structured monthly installments commencing from April 30, 2017.

- Loan amounting to Rs.10,900.00 millions is repayable in 27 structured monthly installments commencing from April 30, 2017.

- Loan amounting to Rs.2,000.00 millions is repayable in 5 structured monthly installments commencing from August 31, 2017.

- Loan amounting to Rs.3,000.00 millions is repayable in 6 structured monthly installments commencing from October 30, 2019.

- Loan amounting to Rs.200.00 millions is bullet payment on June 28, 2017.

- Loan amounting to Rs.11,192.85 millions has been repaid during the current reporting year.

ii) Indian rupee term loan from financial institutions

- Loan amounting to Rs.5,000.00 millions is repayable in 30 structured monthly installments commencing from April 30, 2018.

- Loan amounting to Rs.557.45 millions is repayable in 48 structured monthly installments commencing from April 30, 2017.

- Loan amounting to Rs.139.37 millions has been repaid during the current reporting year.

Terms and conditions of the above financial liabilities:

Trade payables are non-interest bearing and are normally settled on 90 day terms.

For terms and conditions with related parties, refer Note 37.

For explanations on the Company''s credit risk management processes, refer Note 34.

Note 1 : Gratuity and other post-employment benefit plans

(a) Defined contribution plan

The following amount recognized as an expense in Statement of profit and loss on account of provident fund and other funds. There are no other obligations other than the contribution payable to the respective authorities.

(b) Defined benefit plan

The Company has an unfunded defined benefit gratuity plan. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''s length of service and salary at retirement age. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service as per the provision of the Payment of Gratuity Act, 1972.

The following tables summaries the components of net benefit expense recognized in the Statement of profit and loss and the funded status and amounts recognized in the balance sheet for the gratuity plan:

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The gratuity liabilities of the Company unfunded and hence there are no assets held to meet the liabilities.

The following payments are expected contributions to the defined benefit plant in future years:

Note 2 : Commitments

The Company has commitments related to further investment as sponsor''s contribution (share capital and subordinated debt) to the projects in the following subsidiaries:

The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.

The Company''s pending litigations comprise of claims against the Company primarily by the commuters and proceedings pending with tax authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed contingent liabilities where applicable, in its financial statements. The Company has not provided for or disclosed contingent liabilities for matters considered as remote for pending litigations/public litigations(PIL)/claims the commuters wherein the management is confident, based on the internal legal assessment and advice of its lawyers that these litigations would not result into any liabilities. The Company does not expect the outcome of these proceedings to have a material adverse effect on the financial statements.

Note 3 : Details of dues to micro and small enterprises as per MSMED Act, 2006

There are no Micro and Small Enterprises as defined in the Micro and Small 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 has been determined to the extent such parties has been identified on the basis of information available with the Company.

Note 4: Fair values

The carrying values of financials instruments of the Company are reasonable and approximations of fair values.

The management assessed that cash and cash equivalents, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The discount for lack of marketability represents the amounts that the Company has determined that market participants would take into account when pricing the investments.

Note 5 : Fair value hierarchy

All financial instruments for which fair value is recognized or disclosed are categorized within the fair value hierarchy described as follows, based on the lowest level input that is significant to the fair value measurement as a whole.

Level 1: Quoted price in active markets

Level 2: Significant observable inputs

Level 3: Significant unobservable inputs

Note 6 : Financial risk management objectives and policies

The Company''s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities.

The Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. In performing its operating, investing and financing activities, the Company is exposed to the Credit risk, Liquidity risk and Market risk.

Market risk

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. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits and FVTOCI investments. Credit risk on financial assets

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. Financial instruments and cash deposits Credit risk from balances with banks and financial institutions is managed by the Company''s top management in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the top management on an annual basis, and may be updated throughout the year subject to approval of the Company''s board of directors. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected, after excluding the credit exposure for which interest rate swap has been taken and hence the interest rate is fixed. With all other variables held constant, the Company''s profit before tax is affected through the impact on floating rate borrowings, as follows:

Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including debt and overdraft from banks at an optimized cost (refer notes 15, 16 & 19) . The Company''s maximum exposure to credit risk for the components of the balance sheet at March 31, 2017, March 31, 2016 and April 01, 2015 is the carrying amounts as illustrated in notes 15, 16 & 19. The Company''s maximum exposure relating to financial guarantees and financial instruments is noted in note 32 and the liquidity table below:

At present, the Company does expects to repay all liabilities at their contractual maturity. In order to meet such cash commitments, the operating activity is expected to generate sufficient cash inflows.

Commodity Price Risk

The Company requires materials for implementation (construction) of the projects, such as cement, bitumen, steel and other related construction materials. However, the Company has entered into fixed price contract with the EPC contractor so as to manage our exposure to price increases in raw materials. Hence, the sensitivity analysis is not required.

Note 7 : Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximize the shareholder value.

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimize returns to shareholders. The capital structure of the Company is based on management''s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.

The Company monitors capital using a gearing ratio, which is net debt divided by total Capital plus Net debt is calculated as borrowing less cash and cash equivalent and other bank balances and mutual funds investments.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current year.

No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2017, year ended March 31, 2016 and April 01, 2015.

(i) Loan covenants:

Under the terms of the major borrowing facilities, the Company is required to comply with the following financials covenants:

- Subservient charge on the current assets of the Company to the extent of 125% of the outstanding loan.

Note 8 : First-time adoption of lnd AS

As stated in Note 2, the financial statements for the year ended March 31, 2017 would be the first annual financial statements prepared in accordance with Ind AS. These financial statements for the year ended March 31, 2017 are prepared in compliance with lnd AS. The adoption was carried out in accordance with Ind AS 101 using Balance Sheet as at April 1, 2015 as the transition date. The transition was carried out from Indian GAAP, which was considered as the previous GAAP. All applicable Ind AS have been applied consistently and retrospectively, wherever required.

Accordingly, the Company has prepared financial statements which comply with lnd AS applicable for periods ending on March 31, 2017, together with the comparative period data as at and for the year ended March 31, 2016, as described in the summary of significant accounting policies.

In preparing these financial statements, the Company has availed itself of certain exemptions and exceptions in accordance with Ind AS 101. This note explains the principal adjustments made by the Company in restating its Indian GAAP financials statements, including the opening Balance Sheet as at April 01, 2015, the financial statements for the year ended March 31, 2016 and year ended March 31, 2017.

The Company has opted for exemption under Ind AS 101 for existing long term foreign currency non-monetary items where the Company can continue the policy adopted for treatment of exchange differences arising on long-term foreign currency monetary items pertaining to the acquisition of a depreciable asset for items recognized on or before April 01, 2015.

Estimates

The estimates at March 31, 2016 and at April 01, 2015 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies).

Statement of cash flows

The transition from Previous GAAP to Ind AS has not had a material impact on the Statement of Cash Flows.

Footnotes :

1. Fair value of mutual fund investments

Under previous GAAP, Mutual fund investments were valued at cost or market value whichever is lower. As per Ind AS 109, mutual fund investments needs to be stated at fair value. The difference between fair value and book value as on April 01, 2015 has been recognized through retained earnings.

2. Discounting of long term loans given/taken and retention money

Under previous GAAP, long term interest free unsecured loans (tenure ranging from 5 to 7 years) given/taken and Retention money were stated at historical cost. As per Ind AS 109 Financial instruments need to be recognized initially at fair value. As per Ind AS 113, level III hierarchy has been used to fair value these loans and retention money as neither the quoted prices for loans and retention money are available (Level I) nor significant observable comparative inputs are available. Under Level III income approach - Discounting cash flow method has been used to fair value these loans and retention money retrospectively. The difference between the caring amount and the loan and the present value of the loan as on April 01, 2015 has been recognized through retained earnings.

3. Remeasurement gain/losses on defined benefit obligation

Under previous GAAP, the entire cost, including actuarial gains and losses, are charged to statement of Profit and loss. Under Ind AS, remeasurements (comprising of actuarial gains and losses) are recognized immediately in the Balance Sheet with a corresponding debit or credit to retained earnings through Other Comprehensive Income (OCI).

4. Proposed dividend

In previous GAAP, dividend payable is recorded as a liability in the period to which it relates. Under Ind AS, dividend to holders of equity instruments is recognized as a liability in the period in which the obligation to pay is established. Accordingly, proposed dividends and the related tax have increased the retained earnings by Rs.702.90 millions, at the transition date and as on March 31, 2016.

5. To comply with the Companies (Accounting Standard) Rules, 2006, certain account balances have been regrouped as per the format prescribed under Division II of Schedule III to the Companies Act, 2013.

Terms and conditions of transactions with related parties

1. Transactions pertaining to contract revenue and contract expenses with related parties are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free (except 4). There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

2. Contract revenue includes consideration with respect to construction and other ancilliary services as per the EPC agreement.

Note 9 : Significant accounting judgement, estimates and assumptions

The preparation of the Company''s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future years.

Estimates and assumptions

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and future periods are affected.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See Note 32 and 33 for further disclosures.

Taxes

There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. Where the final tax outcome of these matters is different from the amounts initially recorded, such differences will impact the current and deferred tax provisions in the period in which the tax determination is made. The assessment of probability involves estimation of a number of factors including future taxable income.

Defined benefit plans (gratuity benefits)

A liability in respect of defined benefit plans is recognized in the balance sheet, and is measured as the present value of the defined benefit obligation at the reporting date. The present value of the defined benefit obligation is based on expected future payments at the reporting date, calculated annually by independent actuaries. Consideration is given to expected future salary levels, experience of employee departures and periods of service. Refer note 27 for details of the key assumptions used in determining the accounting for these plans.

Note 10 : Assets held for sale

(a) Description

The Company has identified six BOT/ DBFOT Projects under six subsidiary companies to be transferred to IRB InvIT Fund in accordance with the InvIT Regulations. Equity investments in subsidiaries relating to these BOT/ DBFOT projects are shown as assets held for sale.

Note 11 : Subsequent events

No subsequent event has been observed which may required an adjustment to the balance sheet.

The Company is the ''Sponsor'' of the IRB InvIT Fund ("the Trust"), an Infrastructure Investment Trust registered with SEBI under InvIT Regulations, 2014, as amended. Subsequent to year end, the Company and its subsidiaries have successfully transferred the investments in six subsidiary companies viz. IRB Surat Dahisar Tollway Private Limited, IRB Talegaon Amrawati Tollway Private Limited, IDAA Infrastructure Private Limited, IRB Tumkur Chitradurga Tollway Private Limited, IRB Jaipur Deoli Tollway Private Limited and MVR Infrastructure and Tollways Private Limited at book value to IRB InvIT Fund, pursuant to Initial Public Issue in the month of May, 2017, for a total consideration of Rs.11,750.00 millions (includes Offer for sale of Rs.2,870.00 millions and units of Rs.8,880.00 millions). Pursuant to this transaction, the Company holds 15% units in IRB InvIT Fund.

The Board of Directors at its meeting held on May 30, 2017 has recommended a dividend of Rs.3 per equity share.

Note 12 : Previous year comparatives

Previous year''s figures have been regrouped/reclassified, wherever necessary, to conform to current year classification.


Mar 31, 2016

NOTE 1 : CORPORATE INFORMATION

IRB Infrastructure Developers Limited (the Company) is a public company domiciled in India. The Company is engaged in carrying out the construction works as per EPC contract entered between the Company and its subsidiaries.

NOTE 2 : BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under Section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of the previous year.

NOTE 3 : SEGMENT REPORTING

The Company is engaged in "Road Infrastructure Projects" which in the context of Accounting Standard-17 "Segment Reporting" notified under Section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014.is considered as the only segment. The Company''s activities are restricted within India and hence no separate geographical segment disclosure is considered necessary.

NOTE 4: GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

(a) Defined contribution plan

Amount recognised as an expense in Statement of Profit and Loss Rs.6,925,146/- (March 31, 2015 : Rs.5,394,991/-) on account of provident fund. There are no other obligations other than the contribution payable to the respective authorities.

(b) Defined benefit plan

The Company has a unfunded defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service as per the provision of the Payment of Gratuity Act, 1972 with total ceiling on gratuity of Rs.1,000,000/-.

The following tables summaries the components of net benefit expense recognised in the Statement of Profit and Loss and the funded status and amounts recognised in the balance sheet for the gratuity plan.

NOTE 5: DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER THE MSMED ACT, 2006

There are no Micro and Small Enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006 to whom the Company owes dues on account of principal amount together with interest and accordingly, no additional disclosures have been made. The above information regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

NOTE 6 : UTILISATION OF MONEY RAISED THROUGH PUBLIC ISSUE

During the year ended March 31, 2015, the Company has raised Rs.4,400,061,080 through public issue (qualified institutional placement), specifically to meet the followings:

(i) investments by way of equity and/or loan in the Company''s existing and new subsidiaries, (ii) development and other project costs of unidentified existing and new projects (either directly or through the subsidiaries, joint ventures or affiliates currently incorporated or to be incorporated), (iii) repayment or prepayment of debt, (iv) normal capital expenditure, (v) new business initiatives, (vi) general corporate purposes, including working capital and (vii) any other uses as may be permissible under applicable law.

NOTE 7 : PREVIOUS YEAR FIGURES

Previous year''s figures have been regrouped/reclassified, wherever necessary, to confirm to current year''s classification.


Mar 31, 2015

1. CORPORATE INFORMATION

IRB Infrastructure Developers Limited (the Company) is a public company domiciled in India. The Company is engaged in carrying out the construction works as per EPC contract entered between the Company and its subsidiaries.

2. BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of the previous year.

3. SEGMENT REPORTING

The Company is engaged in "Road Infrastructure Projects" which in the context of Accounting Standard- 17 "Segment Reporting" notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. is considered as the only segment. The Company''s activities are restricted within India and hence no separate geographical segment disclosure is considered necessary.

4. CONTINGENT LIABILITIES (TO THE EXTENT NOT PROVIDED FOR)

(Amount in Rs.)

Sr. Particulars March 31,2015 March 31,2014 No.

Amount outstanding in respect of guarantees given by the Company to Banks for loans to (i) 102,140,869,312 86,274,090,308 subsidiaries

(ii) Guarantees given to others for subsidiaries 3,093,167,399 1,238,517,399

(iii) Guarantees and counter guarantees on behalf of subsidiaries given by the Company 6,808,728,511 4,986,428,511

The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.

The company''s pending litigations comprise of claims against the Company primarily by the commuters and proceedings pending with tax authorities, if any. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed contingent liabilities where applicable, in its financial statements. The Company has not provided for or disclosed contingent liabilities for matters considered as remote for pending litigations/public litigations(PIL)/claims the commuters wherein the management is confident, based on the internal legal assessment and advice of its lawyers that these litigations would not result into any liabilities. The Company does not expect the outcome of these proceedings to have a material adverse effect on the financial statements.

5. DETAILS OF DUES TO MICRO, SMALL AND MEDIUM ENTERPRISES AS DEFINED UNDER THE MSMED ACT, 2006

There are no Micro, Small and Medium Enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006 to whom the Company owes dues on account of principal amount together with interest and accordingly, no additional disclosures have been made. The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.


Mar 31, 2014

(Amounting)

Sr. No. Particulars March 31,2014 March 31,2013

NOTE 1: CONTINGENT LIABILITIES (TO THE EXTENT NOT PROVIDED FOR)

(i) Amount outstanding in respect of guarantees given by the Company 86,274,090,308 67,638,214,041 to Banks for loans to subsidiaries

(ii) Guarantees given to others for subsidiaries 1,238,517,399 1,096,817,399

(iii) Guarantees and counter guarantees on behalf of subsidiaries given by 4,986,428,511 2,762,884,945 the Company

The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof

NOTE 2 : LEASES

Rent/ lease payments under operating lease are recognised as an expense in the Statement of profit and loss on a straight line basis over the lease term


Mar 31, 2013

NOTE 1 : CORPORATE INFORMATION

IRB Infrastructure Developers Limited (the Company) is a public company incorporated in 1998 under the Companies Act, 1956. During the year, the Company was engaged in carrying out the construction works of its certain subsidiaries as per EPC contract entered between the Company and the subsidiaries and collection of toll from Toll Plaza as per the contract entered with the regulatory authorities. The Company is the holding company, with subsidiaries engaged in development of various infrastructure projects.

NOTE 2 : BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year

NOTE 3 : SEGMENT REPORTING

As permitted by paragraph 4 of Accounting Standard-17 "Segment Reporting", notified by the Companies (Accounting Standard) Rules, 2006 (as amended), if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need to be presented only on the basis of the consolidated financial statements. Thus, disclosure required by Accounting Standard- 17 "Segment Reporting" are given in consolidated financial statements.

NOTE 4 : GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

(a) Defined contribution plan

Amount recognised as an expense in statement of profit and loss Rs. 5,922,642 (Previous year Rs. 5,281,325) on account of provident fund . There are no other obligations other than the contribution payable to the respective authorities.

(b) Defined benefit plan

The Company has a unfunded defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service as per the provision of the Payment of Gratuity Act, 1972 with total ceiling on gratuity of Rs. 1,000,000/-.

The following tables summaries the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the gratuity plan.

NOTE 5 : CONTINGENT LIABILITIES (TO THE EXTENT NOT PROVIDED FOR) (Amount in Rs.)

Sr. March 31, 2013 March 31, 2012 No.

(i) Amount outstanding in respect of guarantees given by the 67,638,214,041 51,073,626,618 Company to Banks for loans to subsidiaries

(ii) Guarantees given to others for subsidiaries 1,096,817,399 1,576,375,000

(iii) Guarantees and counter guarantees on behalf of subsidiaries given 2,762,884,945 3,846,747,945 by the Company

The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.

NOTE 6 : LEASES

Rent / lease payments under operating lease are recognised as an expense in the statement of profit and loss on a straight line basis over the lease term.

NOTE 7 : PREVIOUS YEAR FIGURES

Previous year''s figures have been regrouped/reclassified, wherever necessary, to confirm to current year''s classification.


Mar 31, 2012

1. Nature of operations

IRB Infrastructure Developers Limited is a Company incorporated in 1998 under the Companies Act, 1956. During the year, the Company was engaged in carrying out the construction works of it's certain subsidiaries as per EPC contract entered between the Company and the subsidiaries and collection of toll from Toll Plazas as perthe contract entered with the regulatory authorities. The Company is the Holding Company, with subsidiaries engaged in development of various infrastructure projects.

2. Basis of preparation

The financial statements have been prepared to comply in all material respects with the Accounting Standards notified by the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous years except for change in accounting policy explained below.

4 Segment reporting-

As permitted by paragraph 4 of Accounting Standard-17, "Segment Reporting", notified by the Companies (Accounting Standard) Rules, 2006 (as amended), if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need to be presented only on the basis of the consolidated financial statements. Thus, disclosure required by Accounting Standard-17, "Segment Reporting" are given in consolidated financial statements.

a. Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Board Meeting.

During the year ended March 31, 2012, the amount of per share dividend recognised as distributions to equity shareholders was Rs. 1.80 (For the year ended March 31, 2011: Rs. 1.50).

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

NOTE NO. 3 : GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

(a) Defined contribution plan

Amount recognized as an expense in Statement of Profit and Loss Rs. 5,281,325 (Previous yearRs. 3,431,168) on account of provident fund. There are no other obligations other than the contribution payable to the respective authorities.

(b) Defined benefit plan

The Company has an unfunded defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service as per the provision of the Payment of Gratuity Act, 1972 with total ceiling on gratuity of Rs. 1,000,000/-. The following tables summaries the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the gratuity plan.

NOTE NO. 4 : GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS (Contd.)

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in the market scenario.

NOTE NO. 5 : Gross income from agency toll collection is Rs. 975,272,420/- (Previous year Rs. 210,688,649/-) and gross payment of toll to NHAI Rs. 998,493,509/- (Previous year Rs. 198,853,397/-).

NOTE NO. 6 : LEASES

Rent/lease payments under operating lease are recognised as an expense in the statement of Profit and Loss on a straight-line basis over the lease term.

NOTE NO. 7 : RELATED PARTY DISCLOSURES -

a) Names of Related Parties Subsidiaries

Aryan Toll Road Private Limited

ATR Infrastructure Private Limited

IDAA Infrastructure Private Limited

Ideal Road Builders Private Limited

IRB Infrastructure Private Limited

Mhaiskar Infrastructure Private Limited

Modern Road Makers Private Limited

Thane GhodbunderToll Road Private Limited

Aryan Infrastructure Investment Private Limited

NKT Road & Toll Private Limited

IRB Surat DahisarTollway Private Limited

IRB Ahmedabad Vadodara Super Express Tollway Private Limited (incorporated on May 31, 2011)

IRB Kolhapur Integrated Road Development Company Private Limited

Aryan Hospitality Private Limited

IRB Sindhudurg Airport Private Limited

IRB Pathankot AmritsarToll Road Private Limited

IRB Talegaon Amravati Tollway Private Limited

IRB Jaipur Deoli Tollway Private Limited

IRB Goa Tollway Private Limited

IRB TumkurChitradurga Tollway Private Limited

MRM Cement Private Limited

MMKToll Road Private Limited

J J Patel Infrastructural and Engineering Private Limited (w.e.f. November 28, 2011)

Key Management Personnel

Mr. Virendra D. Mhaiskar and Mr. Mukeshlal Gupta

Relatives of Key Management Personnel

Mrs. D. V. Mhaiskar (Wife of Mr. Virendra D. Mhaiskar) Mr. D. R Mhaiskar (Father of Mr. Virendra D. Mhaiskar) Mrs. S. D. Mhaiskar (Mother of Mr. Virendra D. Mhaiskar) Mr. J. D. Mhaiskar (Brother of Mr. Virendra D. Mhaiskar) Mr. S. G. Kelkar (Father-in-law of Mr. Virendra D. Mhaiskar)

Enterprises Owned or significantly influenced by key management personnel or their relatives

A.J. Tolls Private Limited, Anuya Enterprises, D.S. Enterprises, Deepali Construction, Dattakrupa Enterprises, Global Safety Vision Private Limited, Ideal Infoware Private Limited, Ideal Softtech Park Private Limited, JDV Finlease Private Limited, Ideal Toll and Infrastructure Private Limited, J.D. Mhaiskar (HUF), Jan Transport, Jayant Construction Company, JDV Udyog, MEP Infrastructure Private Limited, Mhaiskar Udyog, Rideema Enterprises, Rideema Toll Private Limited, VD. Mhaiskar (HUF)/Aryan Construction, VCR Toll Services Private Limited, Virendra Builders, D.R Mhaiskar (HUF), Ideal Energy Projects Limited, Ideal Hospitality Private Limited, Raima Ventures Private Limited, Sudha Productions, MAASK Entertainment Private Limited, MEP Infrastructure Developers Private Limited, IEPL Power Trading Company Private Limited, Ideal Brands Private Limited.

NOTE NO. 8 : PREVIOUS YEAR FIGURES

Till the year ended March 31, 2011, the Company was using pre-revised Schedule VI to the Companies Act, 1956, for preparation and presentation of its financial statements. During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Company. Except accounting for dividend on investments in subsidiaries, the adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of Balance Sheet. The Company has reclassified previous year figures to conform to this year's classification.


Mar 31, 2011

1. SEGMENT INFORMATION

(a) The Company has disclosed Business Segment as the primary segment. Segments have been identified taking into account the nature of the products, the differing risks and returns, the organization structure and internal reporting system.

(b) The Company's operations predominantly relate to Road Infrastructure Projects. Other business segments reported are real estate development sector.

(c) The Company's activities are restricted within India and hence no separate geographical segment disclosure is considered necessary.

(d) For the purpose of reporting, business segment are primary segment and the geographic segment is a secondary segment.

(e) Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as also amounts allocated on a reasonable basis.

(f) The net expenses, which are not directly attributable to the Business Segment, are shown as unallocated corporate cost.

(g) Assets and Liabilities that cannot be allocated between the segments are shown as a part of unallocated corporate assets and liabilities respectively.

Footnotes:- 1. Segment Assets exclude the following:- (a) Advance payment of income tax (net of tax provisions) Rs. 25,789,526/- (Previous year

Rs. 109,344,256/-) (b) Miscellaneous Expenditure (to the extent not written off or adjusted) Rs. 9,098,031/- (Previous year Rs. 9,102,368/-) 2. Segment Liabilities exclude the following:- (a) Provision for fringe benefit tax (net of advance tax payments) – Rs. 1,034,634/- (Previous year Rs. 1,034,079/-)

(b) Deferred Tax Liabilities (net) Rs. 232,079,314/- (Previous year Rs. 267,230,591/-)

2. RELATED PARTY DISCLOSURES I. Names of Related Parties

(a) Enterprises owned or significantly influenced by key management personnel or their relatives (Enterprises)

A. J. Tolls Private Limited, Anuya Enterprises, Aryan Construction, D.S. Enterprises, Deepali Construction, Dattakrupa Enterprises, Global Safety Vision Private Limited, Ideal Inflow are Private Limited, Ideal Softtech Park Private Limited, JDV Finlease Private Limited, Ideal Toll and Infrastructure Private Limited, J.D. Mhaiskar (HUF), Jan Transport, Jayant Construction Company, JDV Udyog, MEP Toll Road Private Limited, Mhaiskar Udyog, Rideema Enterprises, Rideema Toll Private Limited, V.D. Mhaiskar (HUF), VCR Toll Services Private Limited, Virendra Builders, D.P. Mhaiskar (HUF), Ideal Energy Projects Limited, Ideal Hospitality Private Limited, Raima Ventures Private Limited, Sudha Productions.

(b) Key Management Personnel Mr. V. D. Mhaiskar and Mrs. D. V. Mhaiskar. Mr. D. P. Mhaiskar and Mr. J.D. Mhaiskar were key management personnel's till 31 March, 2010.

(c) Relatives of Key Management Personnel Mr. D. P. Mhaiskar (Father of Mr. V. D. Mhaiskar), Mr. J. D. Mhaiskar (Brother of Mr. V. D. Mhaiskar), Mr. S.G. Kelkar (Father in law of Mr. V. D. Mhaiskar), Mrs. S.D. Mhaiskar (Wife of Mr. D. P. Mhaiskar)

3. Contingent Liabilities not provided for

Particulars March 31, 2011 March 31, 2010

Rs. Rs.

a) Claims against the Company not a cknowledged as debts For Service Tax, ESIC, Customs Duty a nd Stamp Duty matters 120,153,962 120,153,962

for Others 174,432,000 174,432,000

b) Guarantees and Counter Guarantees given by the Company on 4,925,547,177 3,737,578,945 behalf of subsidiaries to suppliers, Govt.bodies and Performance Guarantee

c) Corporate Guarantee given by the Company for Subsidiaries NIL 400,000,000

Total 5,220,133,139 4,432,164,907

In respect of (a), future cash outflows in respect of contingent liabilities are determinable on only receipt of judgement pending at various forums/authorities.

4. Derivative Instruments and Unhedged Foreign Currency Exposure:

In respect of outstanding derivative contracts of Interest rate swaps which are stated below, there is a net unrealized loss/(provision reversal) as on March 31, 2011 which has been recognised in the books for Rs. 467,817,392/- (including provision for derivative losses of Rs. 549,708,235/-) (Previous year : Rs. 6,379,503/-), considering the principles of prudence as enunciated in AS-1 ‘‘Disclosure of Accounting Policies'' notified in the Companies (Accounting Standards) Rules, 2006. Derivative contracts entered into by the Company for hedging interest rate related risks and are for hedging purpose only.

5. Intra-group Turnover and Profits on BOT Construction Contracts

The BOT contracts are governed by Service concession agreements with government authorities (grantor). Under these agreements, the operator does not own the road, but gets "toll collection rights" against the construction services incurred. Since the construction revenue earned by the operator is considered as exchanged with the grantor against toll collection rights, profit from such contracts is considered as realized. Accordingly, BOT contracts awarded to group companies (operator), where work is subcontracted to fellow subsidiaries, the intra group transactions on BOT contracts and the profits arising thereon are taken as realised and not eliminated for consolidation under Accounting Standard 21.

The revenue and profit in respect of these transactions during the year is Rs. 15,295,985,552/-(Previous Year - Rs. 8,116,507,870) and Rs. 5,036,951,731/- (Previous Year - Rs. 2,656,353,406) respectively.

6. Gratuity and other post-employment benefit plans:

(a) Defined Contribution Plan

Amount recognized as an expense and included in the Schedule 16 - "Contributions to Provident and other funds" of Profit and Loss account – Rs. 43,991,223/- (Previous year Rs. 35,260,209/-). There are no other obligations other than the contribution payable to the respective trusts.

(b) Defined Benefit Plan

The Company has an unfunded defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service as per the provision of the Payment of Gratuity Act,1972 with total ceiling on gratuity of Rs. 1,000,000/- (Previous year Rs. 350,000/-).

7. Resurfacing expenses

The Group has a contractual obligation to maintain, replace or restore infrastructure at the end of each concession period. The Group has recognised the provision in accordance with Accounting Standard (AS) – 29, Provision, Contingent Liabilities and Contingent Assets i.e. at the best estimate of the expenditure required to settle the present obligation at the balance sheet date. Resurfacing expenses are to be paid out at the end of the concession period.

The above provisions are based on current best estimation of expenses that may be required to fulfill the resurfacing obligation at the end of the concession period. The actual expense incurred end of the concession period may vary from the above. No reimbursements are expected from any sources against the above obligation.

8. Temporary premises are obtained at sites for employee accommodation and material storage on operating lease. The lease term are short-term in nature ranging upto 11 months and renewable for at the option of the lessor. These leases are cancellable at option of either lessor or lessee on a notice period ranging 1-2 month. There are no escalation clauses in the lease agreements. There are no restrictions imposed by lease arrangements. The Company has not subleased any premises. The lease payments recognised in the statement of profit and loss for the period is Rs. 5,569,426/- (Previous year Rs. 5,258,299/-)

9. Gross income from agency toll collection is Rs. 210,688,649/- (Previous year Rs. Nil) and gross payment of toll to NHAI Rs. 198,853,397/- (Previous year Rs. Nil).

10. Investment under Portfolio Management Scheme (PMS)

Aryan Infrastructure Investment Private Limited (subsidiary of the Company) has also entered into an agreement with Kotak Securities to invest a sum of Rs. 20,000,000 under a portfolio management scheme called "Incubator Equity Portfolio Scheme" respectively and agreed for a lock in period of Company's portfolio for a period up to March 31, 2011. The investment under the scheme have been disclosed as Current Investments in Schedule 6 and valued accordingly.

11. Figures pertaining to the subsidiary companies have been reclassified wherever necessary to bring them in line with the Group financial statements.

12. Previous Year Comparatives

Previous year's figures have been regrouped wherever necessary to conform to current year's classification.


Mar 31, 2010

1. Initial Public Offer (IPO)

i) In the financial year 2007-08, the Company completed an Initial Public Offer (IPO) of 51,057,666 Equity Shares of Rs. 10 each for cash at a price of Rs. 185 each aggregating to Rs. 9,445,668,210.

The premium of Rs.175 per share, amounting to Rs. 8,935,091,550 from the allotment was credited to Securities Premium Account. The Share Issue expenses incurred by the Company during the current year amounting to Rs. Nil (Previous Year Rs. 13,105,373) has been adjusted against Securities Premium Account.

Pursuant to the Public Issue, shares of the Company are listed on National Stock Exchange and Bombay Stock Exchange effective February 25, 2008.

2. Segment Information

(a) The Company has disclosed Business Segment as the primary segment. Segments have been identified taking into account the nature of the products, the differing risks and returns, the organization structure and internal reporting system.

(b) The Companys operations predominantly relate to Road Infrastructure Projects. Other business segments reported are real estate development sector.

(c) The Companys activities are restricted within India and hence no separate geographical segment disclosure is considered necessary.

(d) For the purpose of reporting, business segment is the primary segment and the geographic segment is a secondary segment.

(e) Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as also amounts allocated on a reasonable basis.

(f) The net expenses, which are not directly attributable to the Business Segment, are shown as unallocated corporate cost.

(g) Assets and Liabilities that cannot be allocated between the segments are shown as a part of unallocated corporate assets and liabilities respectively.

3. Related Party Disclosures

I. Names of related parties

(a) Enterprises owned or significantly influenced by key management personnel or their relatives (Enterprises)

A.J. Tolls Private Limited, Anuya Enterprises, Aryan Construction, D.S. Enterprises, Deepali Construction, Dattakrupa Enterprises, Global Safety Vision Private Limited, Ideal Infoware Private Limited, Ideal Softtech Park Private Limited, JDV Finlease Private Limited, Ideal Toll and Infrastructure Private Limited, J.D.Mhaiskar (HUF), Jan Transport, Jayant Construction Company, JDV Udyog, MEPToll Road Private Limited, Mhaiskar Udyog , Rideema Enterprises, Rideema Toll Private Limited, VD.Mhaiskar (HUF), VCR Toll Services Private Limited, Virendra Builders, D.RMhaiskar (HUF), Ideal Energy Projects Limited, Ideal Hospitality Private Limited, Raima Ventures Private Limited,Sudha Productions

(b) Key Management Personnel

Mr. V. D. Mhaiskar, Mr. D. R Mhaiskar, Mrs. D.VMhaiskar, Mr. J. D. Mhaiskar

(c) Relatives of Key Management Personnel

Mr. S.G. Kelkar. (Father in law of Mr. V. D. Mhaiskar), Mrs. S.D. Mhaiskar (Wife of Mr. D.R Mhaiskar), Mrs. A.J. Mhaiskar (Wife of Mr. J.D.Mhaiskar)

4. Contingent Liabilities not provided for

Particulars March 31, 2010 March 31, 2009 Rs. Rs.

Claims against the company not acknowledged as debts 294,585,962 294,585,962

Guarantees to banks for loans taken by Subsidiaries NIL 11,232,657,354

Guarantees and Counter Guarantees given by the Company on behalf 3,737,578,945 1,620,591,445 of subsidiaries to suppliers, Govt, bodies and Performance Guarantee

Corporate Guarantee given by the Company for Subsidiaries 400,000,000 2,824,400,000

Total 4,432,164,907 15,972,234,761

5. Derivative Instruments and Unhedged Foreign Currency Exposure:

In respect of outstanding derivative contracts of Interest rate swaps which are stated below, there is a net unrealized loss/(provision reversal) as on March 31, 2010 which has been recognised in the books for Rs. 6,379,503/- (Previous Year: Rs. 1,810,148/-), considering the principles of prudence as enunciated in Accounting Standard 1 "Disclosure of Accounting Policies" notified in the Companies (Accounting Standards) Rules 2006. Derivative contracts entered into by the Company for hedging interest rate related risks and are for hedging purpose only.

6. Intra-group Turnover and Profits on BOT Construction Contracts

The BOT contracts are governed by Service concession agreements with government authorities (grantor). Under these agreements, the operator does not own the road, but gets "toll collection rights" against the construction services incurred. Since the construction cost incurred by the operator is considered as exchanged with the grantor against toll collection rights, profit from such contracts is considered as realized.

Accordingly, BOT contracts awarded to group companies (operator), where work is subcontracted to fellow subsidiaries, the intra group transactions on BOT contracts and the profits arising thereon are taken as realised and not eliminated for consolidation under Accounting Standard 21.

The revenue and profit in respect of these transactions during the year is Rs. 8,116,507,870/-(Previous Year - Rs. 3,661,989,780) and Rs. 2,656,353,406/- (Previous Year - Rs. 988,761,997) respectively.

7. Gratuity and other post-employment benefit plans:

(a) Defined Contribution Plan

Amount recognized as an expense and included in the Schedule 16 - "Contributions to Provident and other funds" of Profit and Loss account - Rs. 35,260,209/- (Previous Year - Rs. 24,644,075/-). There are no other obligations other than the contribution payable to the respective trusts.

(b) Defined Benefit Plan

The Company has an unfunded defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service as per the provision of the Payment of Gratuity Act,1972 with total ceiling on gratuity of Rs. 350,000/-.

Amount recognized as an expense and included in the Schedule 16 - "Contributions to Provident and other funds" of Profit and Loss account - Rs. 10,115,518/- (Previous Year - Rs. 6,436,954/-).

8. Resurfacing expenses

The Group has a contractual obligation to maintain, replace or restore infrastructure at the end of each concession period. The Group has recognized the provision in accordance with Accounting Standard (AS) - 29, Provision, Contingent Liabilities and Contingent Assets i.e. at the best estimate of the expenditure required to settle the present obligation at the balance sheet date. Resurfacing expenses are to be paid out at the end of the concession period.

9. Investment under Portfolio Management Scheme (PMS)

The Company has entered into an agreement with Kotak Securities to invest a sum of Rs. 30,000,000 under a portfolio management scheme called "Opportunities 2010 Portfolio Scheme" and agreed for a lock-in period of Companys portfolio for a period up to December 31, 2010. Further, Aryan Infrastructure Investment Private Limited (subsidiary of the Company) has also entered into an agreement with Kotak Securities to invest a sum of Rs.20,000,000 under a portfolio management scheme called "Incubator Equity Portfolio Scheme" respectively and agreed for a lock-in period of Companys portfolio for a period up to March 31, 2010. The investment under the scheme have been disclosed as Current Investments in Schedule 6 and valued accordingly.

10. Figures pertaining to the subsidiary companies have been reclassified wherever necessary to bring them in line with the Group financial statements.

11. Previous Year Comparatives

Previous years figures have been regrouped wherever necessary to conform to current years classification.

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