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Notes to Accounts of Niraj Cement Structurals Ltd.

Mar 31, 2016

NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31st March 2016. Note -PART - A

NOTES TO ACCOUNTS

Note:

1 Company has not made any non cash allotment/ Bonus issue nor bought back any share during the last five years

2 None of shareholder(s) of Company is it''s holding company, ultimate holding company, subsidiaries, associates of the holding company or associates of the ultimate holding company for current year and/or previous year.

3 There are no unpaid calls from any director or officers of the company for current and previous year

Terms / Rights attached to equity shares:

4 Voting

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

5 Liquidation

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive all of the 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

6 Dividends

The Board of Directors do not propose dividend for financial year 2015-16

Terms & Security:

(1) Term Loan - From Bank

a) Rs. 4044 lakhs was loan(including interest up to 30/12/2014) from State Bank of India and has been taken over with effect from 30/12/2014 by assets reconstruction company ASREC (India) Limited as per Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act 2002). It is secured by Primary first charge on entire Current Assets of the company, present and future, on pari passu basis with other Working Capital consortium banks(SBI Share 60.53%), and Collateral first Equitable Mortgage/ Hypothecation charge on fixed assets of the Company on pari passu basis including land & building in TTC Industrial Area, Turbhe, Navi Mumbai own by Company and first Equitable Mortgage of land & building at Niraj House, Deonar, Chembur, Mumbai owned by directors & promoters groups.

b) Rs. 419.69 lakhs was loan (including interest till 31/03/2014) from IDBI Bank Ltd and has been taken over with effect from 01/04/2014 by assets reconstruction company ARCIL Limited as per SARFAESI Act 2002. This loan are secured by first charge on entire current assets, present and future on pari pasu basis and Collateral charges on fixed assets, factory land and building at Turbhe, and Land and building at Niraj House at Chembur on pari passu basis and also with personal guarantees given by directors / promoters to the bank.

c) Loan of Rs. 1000 lakhs is from ICICI Bank Ltd for which security is provided by Patel Engineering Limited

d) Loan of Rs. 4463.69 lacs (as mentioned in (a) and (b) above) is already defaulted in repayment of principal and interest and bank classify it as NPA. However management seek for restructuring and settlement with bank and prepared Financial Statement on Going Concern basis

(2) Term Loan - Others

a) This loan is taken from financial institution in the nature of machinery / equipment finance secured by respective machinery /equipments & repayable over a period of third year from balance sheet date. The Rate of Interest is 17% p.a.

Terms & Security:

1. Bank overdraft/ Cash credit

a) Rs. 198.80 Lakhs overdraft loan from Yes Bank Ltd is secured by primary charge on stocks and trade receivables and collateral charge on fixed assets of the company and personal guarantees of the directors/promoters of the Company. Interest Rate is 10.75% p.a.

b) Rs. 890.35 Lakhs is Loan from Union Bank of India included in current maturities of long term borrowing, against invocation of performance bank guarantees and secured by pari passu charge on the assets of the company. Rate of Interest is 17.25% p.a.

Note: A-7

Disclosure of information u/s 22 of The Micro, Small and Medium Enterprises Development Act, 2006

1. In absence of complete information from the vendors with regards to their registration (filling of Memorandum) under The Micro, Small and Medium Enterprises Development Act, 2006. (27 of 2006), the Company is unable to compile the full information required to be disclosed herein under section 22 of the said Act.

Note: A-8

Note: Trade receivables outstanding for over six months are slow moving and are subject to the outcome of arbitration and/or reconciliation proceedings are arising out of various Contractual obligations and are considered good and realizable by Management.

Note:

9 Deposits- Margin money are in the nature of security as earnest money deposits or margin money with bank having fixed maturity period, subject to renew as per requirement to be a security.

Disclosure as per Accounting Standards AS 15

10 Defined Contribution plan: Company contribution to Provident Fund is charged to the profit and loss account of the year when the contributions to the respective fund are due.

11 Defined Benefit Plan: Gratuity liabilities are provided for based on actuarial valuation. The Actuarial valuation is done on Projected Unit Credit method.

Actuarial gains or losses are recognized immediately in the statements of the profit and loss account as income or expense.

The assumptions, workings based on which gratuity liability is recognized and provided/reversed for is as below:

Note: C-12 Set off of advance tax and prepaid taxes against provisions made:

The advance tax, Tax deducted at Source and other prepaid taxes and provisions thereof are shown on net basis for both VAT and Income Tax.

Note: C-13 Segment Reporting:

a) The main business activities of company are that of execution of Infrastructure development Project through fixed price contracts. The same is considered as single segment by the Company in terms of guidelines provided in Accounting Standard 17.

b) During the year under review, the company has been operating in India and the same is considered as single geographical segment for the purpose of disclosures.

c. Disclosure of transaction between the Company and Related Parties:

The details of transactions executed between the Company and a related party during the financial year 2015-16 is as per Annexure 1 attached.

The above information has been determined to the extent such parties have been identified on the basis of information provided by the Company, which has been relied upon by the auditors.

Note: C-14: In the opinion of the Board, except otherwise stated all assets other than fixed assets and noncurrent investments, have a realizable value in the ordinary course of business which is not different from the amount at which it is stated. The provision for current liabilities and other liabilities is adequate and not in excess of amount reasonably necessary.

Note: C-15 there have been defaults or continuing default in repayment of dues to the banks or financial institutions during the year.

Note: C-16 Details of pending litigation / arbitration claims:

Company''s claim for work done, material supply, final bill claims, retentions, mobilization/ material advances given, receivables, etc is amounting to Rs. 80.44 Crores, which is under arbitration.

Note: C-17 The balances on all personal accounts are subject to confirmation by the parties and reconciliation, if any

Note: C-18. Previous year''s figures have been shown regrouped / rearranged, where considered necessary.


Mar 31, 2015

1. Share Capital

Terms / Rights attached to equity shares:

1 Voting

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

2 Liquidation

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive all of the 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

3 Dividends

The Board of Directors do not propose dividend for financial year 2014-15

2. As at 31 March As at 31 March 2015 2014 Contingent liabilities and commitments (to the extent not provided for) Rs. Rs.

(1) Contingent Liabilities

(a) Guarantees 27,153,047 52,160,700

Company has counter guarantees from the sub contractor for the same - 52,160,700

(2) Commitments - -

Total 27,153,047 52,160,700

3. Set off of advance tax and prepaid taxes against provisions made:

The advance tax, Tax deducted at Source and other prepaid taxes and provisions thereof are shown on net basis for both VAT and Income Tax.

4. Segment Reporting:

a) The main business activities of company are that of execution of Infrastructure development Project through fixed price contracts. The same is considered as single segment by the Company in terms of guidelines provided in Accounting Standard 17.

b) During the year under review, the company has been operating in India and the same is considered as single geographical segment for the purpose of disclosures.

5. Related Parties Disclosure:

Disclosures for transactions with related parties as required by Accounting Standard 18 issued by the Institute of Chartered Accountants of India are as follows :

a. Disclosure of transaction between the Company and Related Parties:

The details of transactions executed between the Company and related parties during the financial year 2014-15 is as per Annexure 1 attached.

The above information has been determined to the extent such parties have been identified on the basis of information provided by the Company, which has been relied upon by the auditors.

6. In the opinion of the Board,except otherwise stated all assets other than fixed assets and non current investments, have a realisable value in the ordinary course of business which is not different from the amount at which it is stated. The provision for current liabilities and other liabilities is adequate and not in excess of amount reasonably necessary.

7. Details of pending litigation / arbitration claims:

Company's claim for work done, material supply, final bill claims, retentions, mobilisation/ material advances given, receivables, etc is amounting to Rs. 80.44 Crores, which is under arbitration.

8. The balances on all personal accounts are subject to confirmation by the parties and reconciliation, if any Note : C-11. Previous year's figures have been shown regrouped / rearranged, where considered necessary.


Mar 31, 2014

Note:1

As at 31 March 2014 As at 31 March 2013 Rs. Rs.

Contingent liabilities and commitments (to the extent not provided for)

(1) Contingent Liabilities

(a) Guarantees Company has 52,160,700 185,200,400 counter guarantees from the sub contractor for the same 52,160,700 185,200,400

(2) Commitments - -

Total 52,160,700 185,200,400


Mar 31, 2013

Note : A-1 Set off of advance tax and prepaid taxes against provisions made:

The advance tax, Tax deducted at Source and other prepaid taxes and provisions thereof are shown on net basis for both VAT and Income Tax.

Note : A-2 Segment Reporting:

a) The main business activities of company are that of execution of Infrastructure development Project through fixed price contracts. The same is considered as single segment by the Company in terms of guidelines provided in Accounting Standard 17. .

b) During the year under review, the company has been operating in India and the same is considered as single geographical segment for the purpose of disclosures.

Note : A-3 Related Parties Disclosure:

Disclosures for transactions with related parties as required by Accounting Standard 18 issued by the Institute of Chartered Accountants of India are as follows :

c. Disclosure of transaction between the Company and Related Parties:

The details of transactions executed between the Company and related parties during the financial year 2012-13 is as per Annexure 1 attached.

The above information has been determined to the extent such parties have been identified on the basis of information provided by the Company, which has been relied upon by the auditors.

Note : A-4 There have been defaults or continuing default in repayment of dues to the banks or financial institutions during the year.

Note : A-5 The balances on all personal accounts are subject to confirmation by the parties and reconciliation, if any

Note : A-6 In the opinion of the Board, except otherwise stated all assets other than fixed assets and noncurrent investments, have a realisable value in the ordinary course of business which is not different from the amount at which it is stated. The provision for current liabilities and other liabilities is adequate and not in excess of amount reasonably necessary.

Note : A-7. Previous year''s figures have been shown regrouped / rearranged, where considered necessary.


Mar 31, 2012

Note:

1 Company has not made any non cash allotment/ Bonus issue nor bought back any share during the last five years

2 None of sharesholder(s) of Company is it's holding company, ultimate holding company, subsidiaries, associates of the holding company or associates ofthe ultimate holding company for current year and/or previous year.

3 There are no unpaid call from any director or officers ofthe company for current and previous year Terms / Rights attached to equity shares:

1 Voting

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

2 Liquidation

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive all of the 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

3 Dividends

The Board of Directors do not propose dividend for financial year 2011-12

Note:

Company had made preferential allotment in financial year 2010-11, of 4.5 Lakhs Equity shares having nominal value of Rs.10/- each with samilar right and restriction as earlier equity shares, at premium of Rs.67/- each.

Terms & Security:

(1) Term Loan - From Bank

a) Rs 290.41 lakhs is in the nature of machinery/equipment finance secured by hypothecation of respective machinery/equipment/assets

b) Rs.891.00 Lakhs is encashment of bank guarantees secured by pari passu charge on the assets ofthe company.

c) Balance term loan amounting to Rs 1201.82 lakhs from the banks disbursed directly to sub contractors, together with interest and other charges thereon, are secured by bank guarantee given by the sub contractor and assigned to the bank for which company has given counter guarantee .

d) All secured term loan are repayable over a period of second and third year from balance sheet date

e) Interest rate for all term loan are subject to periodic review.

(2) Term Loan - Others

a) Rs118.05 lakhs Loan is from financial instituton in the nature of machinery / equipment finance secured by respective machinery/equipments & repayable over a period of second and third year from balance sheet date

Terms & Security:

1. Bank overdraft/ Cash credit

a) Rs.3019.37 lakhs is secured by primary charge on entire current including stocks and trade receivables and colletartal charge on fixed assets ofthe company and personal guarantees ofthe directors/promoters ofthe Company .

b) Rs.1107.63 lakhs is procured for Ludhiana Project and secured by all current and non current assets ofthat projects and personal guarantees of directors/promoters ofthe Company.

Disclosure of information u/s 22 ofThe Micro, Small and Medium Enterprises Development Act, 2006

1. In absence of incomplete information from the vendors with regards to their registration (filling of Memorandum) under The Micro, Small and Medium Enterprises Development Act, 2006. (27 of 2006 ), the Company is unable to compile the full information required to be disclosed herein under section 22 ofthe said Act.

Note :

Trade receivables outstanding for over six months are slow moving and are subject to the outcome of arbitration and reconciliation proceedings arising out of various Contractual obligations and are considered good and realisable by Management.

Note : A - 1

Contingent liabilities and commitments As at March 31st 2012 As at March 31st 2011 (to the extent not provided for)

(1) Contingent Liabilities

(a) Guarantees 259,143,732 302,935,000

Company has counter guarantees from the sub contractor for the same 259,143,732 302,935,000

(2) Commitments - -

Total 259,143,732 302,935,000

Disclosure as per Accounting Standards AS 15

1. Defined Contribution plan : Company contribution to Provident Fund is charged to the profit and loss account ofthe year when the contributions to the respective fund are due.

2. Defined Benefit Plan : Gratuity liabilities are provided for based on actuarial valuation. The Actuarial valuation is done on Projected Unit Credit method.

Actuarial gains or losses are recognized immediately in the statements ofthe profit and loss account as income or expense.

The assumptions, workings based on which gratuity liability is recognized and provided/reversed for is as below:

Note : A-1. Setoff of advance tax and prepaid taxes against provisions made:

The advance tax, Tax deducted at Source and other prepaid taxes and provisions thereof are shown as Net of Taxes for the earlier years for both VAT and Income Tax.

Note:A-2. Segment Reporting:

a) The main business activities of company are that of execution of Infrastructure development Project through fixed price contracts. The same is considered as single segment by the Company in terms of guidelines provided in Accounting Standard 17.

b) Duringthe year under review, the company has been operating in India and the same is considered as single geographical segment for the purpose of disclosures.

Note : A-3. Related Parties Disclosure:

Disclosures for transactions with related parties as required by Accounting Standard 18 issued by the Institute of Chartered Accountants of India are as follows:

c) Disclosure of transaction between the Company and Related Parties:

The details of transactions executed between the Company and related parties duringthe financial year 2011-12 is as per Annexurel attached.

The above information has been determined to the extent such parties have been identified on the basis of information provided by the Company, which has been relied upon by the auditors.

Note: A-4. There have been defaults in repayment of dues to the banks during the year, which have been subsequently made good and paid. On the year end there have been no continuing defaults in repayment of dues to the banks.

Note : A-5. The balances on all personal accounts are subject to confirmation by the parties and reconciliation, if any

Note: A-6. In the opinion of the Board, except otherwise stated all assets other than fixed assets and non current investments, have a realisable value in the ordinary course of business which is not different from the amount at which it is stated. The provision for current liabilities and other liabilities is adequate and not in excess of amount reasonably necessary.

Note : A-7. Previousyear'sfigures have been shown regrouped/rearranged, where considered necessary.


Mar 31, 2010

1. Disclosure as per Accounting Standard AS -15:

Defined Contribution Plan:

Company contribution to Provident fund is charged to profit and loss account of the year when the contributions to the respective funds are due.

I. Defined Benefit Plan: Gratuity liabilities are provided for based on actuarial valuation. The Actuarial valuation is done on Projected Unit Credit method. Actuarial gains or losses are recognized immediately in the statements of the profit and loss account as income or expense.

2. Contingent liability not provided for:

i. The value of Bank guarantees given by the company for various purposes outstanding as on 31.3.2010 is Rs.9304.26 lakhs (Previous year Rs. 6312.45 Lakhs). The company has given counter guarantee for the same amount.

ii. The Sub Contractors have submitted Bank Guarantees to the Company for Mobilisation advances received by them, these Bank Guarantee has been assigned to M/s AXIS Bank Ltd who has in turn advanced monies to the Company. The outstanding guarantee as on 31.3.2010 is Rs. 2200.23 Lacs (Previous year NIL)

iii. Disputed Income tax demanded for which appeal is pending before the relevant Appellate Authorities is Rs.282,85 lakhs as detailed in para 9 below.

iv. Disputed ESIC demanded for which appeal is pending before the relevant Appellate Authorities is Rs.5.6 lakhs as detailed in para 10 below.

3. a) Term loans:

i) Secured loans amounting to Rs. 205.46 lakhs (previous year Rs.209.85 lakhs) from the financial institutions and banks together with interest and other charges thereon, are secured by a mortgage of a part of the companys immovable assets, both present and future.

ii) Secured Loan from Axis Bank of Rs.2200.23 lakhs (previous year - Nil) disbursed directly to sub-contractor, which are secured by Bank Guarantee of Sub-contractors.

iii) Secured Loan from others amounting to Rs.275.00 lakhs are Inter Corporate Deposit/Loan against hypothecation of Promoters shares

b) Cash Credit/Bank Overdraft facility from bank (outstanding amount of Rs.3609.97 lakhs) together with interest and other charges thereon, are secured by hypothecation of stock / book debts/Bills, other collaterals assets and personal guarantees of promoter directors of the company.

4. Other additional Quantitative information pursuant to para 3,4-C, and 4-D of part - II of Schedule VI of the Companies Act, 1956 is not ascertainable and amenable and hence not included in the Report.

5 .Set off of advance tax and prepaid taxes against provisions made:

The advance tax, Tax deducted at Source and other prepaid taxes and provisions thereof are shown as Net of Taxes (both for VAT and Income tax) for the earlier years.

6. In absence of incomplete information from the vendors with regards to their registration (filling of Memorandum) under The Micro, Small and Medium Enterprises Development Act, 2006. (27 of 2006 ), the Company is unable to compile the full information required to be disclosed herein under section 22 of the said Act.

7. Segment Reporting:

a) The main busi ness activities of company are that of execution of Infrastructure development Project through fixed price contracts. The same is considered as single segment by the Company in terms of guidelines provided in Accounting Standard 17.

b) During the year under review, the company has been operating in India and the same is considered as single geographical segment for the purpose of disclosures.

8. Disclosure of transaction between the Company and Related Parties: The details of transactions executed between the Company and related parties during the financial year 2009-10 is as per ARSS.

The above information has been determined to the extent such parties have been identified on the basis of information provided by the Company, which has been relied upon by the auditors.

Details for Value of Imported and Indigenous Raw materials and spare parts and components consumed and % thereof is not included as the same is not applicable.

Raw Materials Rs NIL Lakhs (Previous Year NIL)

9. Expenditure in Foreign currency during the financial year on account of Royalty, Know how fees, professional and consultation fees , interest and other matters:

a. Travel Rs. NIL(previousyearRs. NIL)

10.The amount remitted during the year in Foreign currency on account of:

a. Dividend NIL (previousyear NIL)

b. No. of Non Resident Shareholders NIL (Previousyear NIL)

11. Earnings in foreign Currency:

a. Exports of goods calculated on F.O.B. basis - NIL (previousyear NIL).

b. Royalty, Know how, professional fees and Consultation fees - NIL (Previous year NIL).

c. Interest and Dividend -NIL (Previous year NIL)

d. Other Income -NIL (Previous year NIL)

12.The balances on all personal accounts are subject to confirmation by the parties and reconciliation, if any.

13.As required by Accounting Standard 22 " Accounting for Taxes on Income" issued by the Institute Of Chartered Accountants Of India, which is mandatory in nature, the Company has recognized Deferred taxes which result from the timing difference between the Book Profits and Tax Profits. As a result the deferred tax assets for the year aggregating Rs. 6.91 lakhs has been recognised in the Profit and Loss Account.

14. In the opinion of the management, the current assets, loans and advances are approximately stated if realized in the ordinary course of business. The provisions for current liabilities and all other liabilities is adequate and not in excess of the amount reasonably necessary.

15. Previous years figures have been regrouped / recast/ rearranged, wherever necessary.

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