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Notes to Accounts of MBL Infrastructures Ltd.

Mar 31, 2014

1.1 The company has only one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share. The dividend proposed by the board of directors is subject to the approval of shareholders, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion of their shareholding.

1.2 The details of shareholders holding more than 5% shares of the aggregate shares in the company:

2.1 Dividend proposed to be distributed to equity shareholders is Rs. 3.00 (Previous year Rs. 3.00) per equity share.

3.1 External commercial borrowings (ECB) availed from banks are secured by hypothecation of specific plants and equipments.

3.2 ECBs with currency swaps oustanding as at 31.03.2014 isRs.2642.43 lakhs (long termRs.882.97 lakhs and current maturities Rs.1759.46 lakhs).

3.3 Unhedged ECB outstanding as at 31.03.2014 isRs.5889.78 lakhs (restated at the year end rates), (long termRs.5288.78 lakhs and current maturitiesRs. 601.00 lakhs).

3.4 Equipment / Vehicle finance availed from banks and others are secured by hypothecation of the respective assets; comprising construction equipments and vehicles acquired out of the said loans and personal guarantees of promoter director/s of the company.

4.1 All secured working capital facilities in the form of cash credit facilities and working capital demand loans from consortium of banks are secured by:

i) Hypothecation of book debts and other current assets of the company, both present and future, ranking pari passu with consortium banks.

ii) Hypothecation of all unencumbered fixed assets (excluding those present and future fixed assets under specific charge for loans against those specific assets) of the company both present and future ranking pari passu with consortium banks.

iii) Equitable mortgage of land & building at Bhadravati (Karnataka), land at Dankuni (West Bengal), land at Rourkela

(Orissa), office space at Jasola (New Delhi), office space at Kolkata (West Bengal) and personal guarantees of promoter director/s of the company.

5.1 There are no Micro, Small and Medium Enterprises, to whom the company owes dues, and which are outstanding for more than 30 days as at 31st March, 2014. This information as required to be disclosed under Micro, Small, Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the company.

5.2 Trade payables are subject to confirmation from certain parties.

10.1 These figures do not include any amounts, due and outstanding, to be credited to Investor Education and Protection Fund.

6.1 Provision for tax of 710831.36 lakhs (Previous year 78721.36 lakhs) is net of advance tax of 79952.27 lakhs (Previous year 78528.98 lakhs).

7.1 100% investment in equity shares of wholly owned subsidiary, AAP Infrastructure Limited, 30% investment in equity shares of wholly owned subsidiaries, MBL Highway Development Company Limited and MBL (MP) Toll Road Company Limited and 30% investment in equity shares of partly owned subsidiary, Suratgarh Bikaner Toll Road Company Private Limited have been pledged with bankers against long term credit facilities availed by the respective subsidiary company.

7.2 Trade receivables are subject to confirmation from certain parties.

8.1 Includes unclaimed share application and interest ofRs.0.46 lakhs (Previous yearRs.0.46 lakhs) and unclaimed dividend of 71.45 lakhs (Previous yearRs. 0.88 lakhs).

8.2 Includes fixed deposits pledged with banks as margin Rs. 471.26 lakhs (Previous yearRs. 532.42 lakhs).

8.3 Includes fixed deposits pledged with others as security deposit Rs. 461.52 lakhs (Previous year Rs. 549.66 lakhs).

8.4 Fixed deposits with banks include deposits of Rs.596.45 lakhs (Previous year Rs.793.18 lakhs) with maturity of more than 12 months.

9.1 Advances against materials and services are subject to confirmation from certain parties.

(i) The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

10. Segment Reporting

The company''s operations consist of "Construction/Project Activities" and there are no other reportable segment under AS-17 issued by "The Institute of Chartered Accountants of India".

11. Disclosure pursuant to clause 32 of Listing Agreement

There are no transactions that are required to be disclosed under clause 32 of the listing agreement.

12.Disclosure of related parties / related party transactions:

As per Accounting Standard (AS) - 18 of The Companies (Accounting Standards) Rules, 2006, the list of related parties where control exists and related parties with whom transactions have taken place and relationships are as under:

A. Related party disclosures

Relationship Name of the related party

(i) Subsidiary Companies

a) AAP Infrastructure Limited

b) MBL Highway Development Company Limited

c) MBL (MP) Toll Road Company Limited

d) MBL Projects Limited

e) MBL (MP) Road Nirman Company Limited

f) MBL (Haldia) Toll Road Company Limited

g) Suratgarh Bikaner Toll Road Company Private Limited

(ii) Joint Ventures

a) TCIL - MBL (JV)

b) MBL - Atlas (JV)

c) MBL - Calcutta Industrial Supply Corporation (JV)

d) MBL - Lakheshwari Builders Pvt.Ltd. (JV)

e) MBL - Supreme (JV)

f) Supreme - MBL (JV)

(iii) Associates

a) Orissa Steel Expressway (P) Ltd. - a Joint Venture SPV Company for BOT Project

b) Narayan Infracon Private Limited

(iv) Key Management Personnel

a) Mr. Anjanee Kumar Lakhotia (Chairman)

b) Mr. Maruti Maheshwari (Executive Director)

c) Mr. Aditya Maheshwari (Vice President - Operations) (Upto 15th October''2013

d) Mr. Anuj Maheshwari (Vice President - Operations) (Upto 7th October''2013)

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

a) Prabhu International Vyapar Pvt. Ltd.

b) MBL A Capital Limited

c) MSP Infrastructures Ltd.

d) Narayan Infracon Pvt. Ltd.

e) Sahaj Promoters Pvt. Ltd.

f) Mahamaya Trade-link Pvt. Ltd. (subsidiary of MBL A Capital Limited)

13.Previous year figures have been reclassified, regrouped, rearranged and recomputed to conform to this year''s classification, wherever considered necessary.

14.Figures in the financial statements have been rounded off in rupees lakhs upto two decimal places.


Mar 31, 2013

1. Segment Reporting

The Company has single business segment namely Infrastructure Activity''. Therefore, the Company''s business does not fall under different business segments as defined by AS-17 issued by "The Institute of Chartered Accountants of India". The Company at present primarily operates in India and therefore the analysis of geographical segments is not applicable to the Company.

2. Disclosure pursuant to Clause 32 of Listing Agreement

There are no transactions that are required to be disclosed under Clause 32 of the Listing Agreement.

3. Contingent Liabilities and Commitments

Rs. in Lakhs

As at As at

I Contingent Liabilities 31.03.2013 31.03.2012

(i) Claims against the Company / disputed liabilities not acknowledged as debts

(to the extent ascertained) 35.00 648.22

(ii) Corporate guarantee given on behalf of a wholly owned subsidiary company AAP Infrastructure Limited 4,160.77 4,503.77

(iii) Outstanding bank guarantees 23,961.12 21,587.46

(iv) Outstanding letter of credit 289.32

(v) Tax matters in disputed under appeal 1,387.10

Company has preferred appeal against the orders of Deputy Commissioner of Income Tax for the Assessment Years from 2005-06 to 2011 -12. Based on the expert opinions obtained, it has been advised to the Company that no provision is required against the same.

II Commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for as on 31.3.2013 is Rs. 1.44 Lakhs (Previous year Rs. 745.00 Lakhs).Advances paid on capital account is Rs. 6.34 Lakhs (Previous year Rs. 125.90 Lakhs).

4. Raw materials, stores & spares consumed are 100% indigenous.

5. Previous year figures have been reclassified, regrouped, rearranged and recomputed to conform to this year''s classification, wherever considered necessary.

6. Figures in the financial statements have been rounded off in rupees lakhs upto two decimal places.


Mar 31, 2012

1.1 The Company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share. The dividend proposed by the board of directors is subject to the approval of shareholders, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.

2.1 Dividend proposed to be distributed to equity shareholders is Rs. 1.50 (Previous year Rs. 2.50) per equity share.

3.1 External commercial borrowings (ECB) availed from banks are secured by hypothecation of certain plant and equipments. Such ECBs are fully hedged.

3.2 Equipment / Vehicle finance availed from banks and others are secured by hypothecation of the respective assets; comprising construction equipments and vehicles acquired out of the said loans and personal guarantee of promoter directors.

4.1 Working capital facilities in the form of cash credit facilities and working capital demand loans from consortium of banks are secured by:

i) Hypothecation of book debts and other current assets of the Company, both present and future, ranking pari passu with consortium banks.

ii) Hypothecation of all unencumbered fixed assets (excluding those present and future fixed assets under specific charge for loans against those specific assets) of the Company, both present and future, ranking pari passu with consortium banks.

iii) Equitable mortgage of land & building at Bhadravati (Karnataka), land at Dankuni (West Bengal), land at Rourkela (Orissa), office space at Jasola (New Delhi), office space at Kolkata (West Bengal) and personal guarantees of promoter directors of the Company.

5.1 There are no Micro, Small and Medium Enterprises, to whom the company owes dues, and which are outstanding for more than 30 days as at 31st March, 2012. This information as required to be disclosed under Micro, Small, Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

6.1 These figures do not include any amounts, due and outstanding, to be credited to Investor Education and Protection Fund.

6.2 Other payables include statutory dues, security deposits, overdrawn bank balance (due to reconciliation), advance from customers etc.

7.1 Provision for tax of Rs. 7221.35 lacs (Previous year Rs. 4461.36 lacs) is net of advance tax of Rs. 3808.41 lacs (Previous year Rs. 3153.69 lacs).

8.1 100% investment in equity shares of wholly owned subsidiary, AAP Infrastructure Limited and 30% investment in equity shares of wholly owned subsidiary, MBL Highway Development Company Limited, have been pledged with bankers against long term credit facilities availed by the respective subsidiary company.

9.1 Includes unclaimed share application and interest of Rs. 0.46 lacs (Previous year Rs. 0.47 lacs) and unclaimed dividend of Rs. 0.57 lacs (Previous year Rs. 0.21 lacs).

9.2 Includes fixed deposits pledged with banks as margin Rs. 788.64 lacs (Previous year Rs. 1162.86 lacs).

9.3 Includes fixed deposits pledged with others as security deposit Rs. 716.54 lacs (Previous year Rs. 442.68 lacs).

9.4 Fixed deposits with banks include deposits of Rs. 578.67 lacs (Previous year Rs. 463.11 lacs) with maturity of more than 12 months.

(vii) The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

10. Segment Reporting

The Company has single business segment namely 'Infrastructure Activity'. Therefore, the Company's business does not fall under different business segments as defined by AS-17 issued by "The Institute of Chartered Accountants of India". The Company at present primarily operates in India and therefore the analysis of geographical segments is not applicable to the Company.

11. Contingent Liabilities and Commitments Rs. in Lacs

I. Contingent Liabilities 31.03.2012 31.03.2011

(i) Claims against the Company / disputed liabilities not acknowledged as debts (to the extent ascertained) 648.22 648.22

(ii) Corporate guarantee given on behalf of a wholly owned subsidiary company AAP Infrastructure Limited 5,000.00 5,000.00

(iii) Outstanding bank guarantees 26,244.51 21,021.03

(iv) Outstanding letter of credit - 99.43

II. Commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for as on 31.3.2012 is Rs. 745.00 lacs (Previous year Rs. 90.00 lacs).

Advances paid on capital account is Rs. 125.90 lacs (Previous year Rs. Nil).

12. Raw materials, stores & spares consumed are 100% indigenous.

13. The financial statements for the year ended 31st March, 2011 had been prepared as per the then applicable, pre- revised Schedule VI to the Companies Act, 1956. Consequent to the notification under the Companies Act, 1956, the financial statements for the year ended 31st March, 2012 are prepared under revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification.

14. Figures in the financial statements have been rounded off in rupees lacs upto two decimal places.


Mar 31, 2010

1. Initial Public Offer

During the current year, the Company has completed an Initial Public Offer (IPO) of 57,00,000 Equity Shares of Rs.10/- each at a cash price of Rs. 180/- per Equity Share. The premium of Rs.170/- per Equity Share amounting to Rs. 9690 lacs has been credited to Securities Premium

Account. The Share Issue expenses incurred by the Company amounting to Rs. 963.33 lacs have been debited against Securities Premium Account.

The position of IPO Proceeds and utilisation thereof vis-a-vis the "Objects of Issue" as stated in Prospectus dated 23rd December, 2009 upto March, 31, 2010 is as follows:

Funds raised: Rs. 10260 lacs. Utilisation as objects of the Issue- Rs. 8792 lacs. Balance Rs.1460 lacs is in cash credit/current bank accounts of the Company.

b. Investments in equity shares of Wholly Owned Subsidiary AAP Infrastructure Limited have been pledged with Bankers against facilities availed by them.

Notes:

i) The Company has disclosed Business Segment as the primary segment, Segments have been indentified taking into account the business activity, organisational structure and internal reporting system.The Companys operations predominantly relate to Infrastructure, Construction and Maintenance.

ii) Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts indentifiable to each of the segments as also amounts allocated on a resonable basis.

iii) There are no reportable geographical segments.

f. Disclosure of related parties / related party transactions:

As per Accounting Standard (AS-18) of The Companies (Accounting Standards) Rules, 2006, the Companys related party disclosure is as under:

A. List of Related Parties:

i. Name of the parties where control exists: AAP Infrastructure Ltd., a subsidiary of the Company

ii. Key Management Personnel: a) Mr. Ram Gopal Maheshwari

b) Mr. Anjanee Kumar Lakhotia

c) Mr. Maruti Maheshwari

d) Mr. Aditya Maheshwari

e) Mr. Anuj Maheshwari

iii. Joint Ventures: a) MBL - Telecomunications Consultants India Ltd.(JV)

b) MBL-Supreme (JV)

c) MBL - Calcutta Industrial Supply Corporation (JV)

d) MBL- Lakheshwari Builders Pvt.Ltd. (JV)

iv. Director having significant influence: a) Prabhu International, Proprietory Concern of a Director

b) Prabhu International Vyapaar Pvt. Ltd.

c) SMH Capital Limited.

d) MSP Infrastructures Ltd.

e) Sahaj Promoters Pvt. Ltd.

B. Names of the related parties with whom transactions were carried out during the year and description of relationship:

a. Subsidiary Company: AAP Infrastructure Ltd.

b. Key Management Personnel: a) Mr. Ram Gopal Maheshwari

b) Mr. Anjanee Kumar Lakhotia

c) Mr. Maruti Maheshwari

d) Mr. Aditya Maheshwari

e) Mr. Anuj Maheshwari

h. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 30 days as at 31st March, 2010. This information as required to be disclosed under Micro, Small, Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

i. Interest income on Fixed Deposits of Rs. 228.96 lacs (Tax Deducted at Source Rs. 30.66 lacs) (previous year Rs.180.11 lacs (Tax Deducted at Source Rs.55.51 lacs) is adjusted against Interest and Finance Charges.

j. Contingent Liabilities (Rs. In Lacs) 31.03.2010 31.03.2010 i) Claims against the Company/ disputed Liabilities not acknowledged as Debts (to the extent ascertained) 1013.93 863.93

ii) Corporate Guarantees given on behalf of Subsidiary Companies 2200.00 2200.00

iii) Disputed Income Tax - 343.33

Income Tax Department has preferred appeal against the orders of Commissioner of

Income Tax (Appeals) for the Assessment Year 2004-05 and 2005-06 which were settled in favour of the Company. The amount of the contingent liability is indeterminate.

k. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 120.21 lacs (Previous year Rs. 25.76 lacs)

l. Oustanding Bank Gurantees as on 31st March 2010 amounts to Rs. 18959.82 lacs (Previous year Rs. 13570.89 lacs).

m. Equipment/ Vehicle Finance and External Commercial Borrowings availed from banks and others are secured by hypothecation of specific assets; comprising plant and machinery, construction equipment and vehicles acquired out of the said loans and personal guarantee of certain Directors.

n. Working Captal facilities: Cash Credit facilities and Working Capital Demand Loans from consortium of banks are secured by:

i) Hypothecation against first charge on book debts and other current assets of the Company, both present and future, ranking pari passu with consortium banks.

ii) Hypothecation against first charge on all unencumbered fixed assets of the Company both present and future ranking pari passu with consortium banks.

iii) Equitable Mortgage of certain properties (Land & Buildings).

iv) Personal guarantees of certain Directors.

p. Additional Information under Part II of Schedule VI to the Companies Act, 1956

b) Construction Material

The Company is mainly engaged in the business of infrastructure construction. Keeping in view of the job difficulties in different sites and projects, no quantitative detail of stock, production, turnover and consumption of raw materials are furnished.

q. i) Expenditure in Foreign Exchange - Rs. 21.10 Lacs. (Previous Year-72.30 Lacs)

ii) Earning in Foreign Exchange - Rs. Nil (Previous Year - Nil)

r. Previous years figures have been reworked, regrouped, rearranged and reclassified wherever necessary.

 
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