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Notes to Accounts of Supreme Infrastructure India Ltd.

Mar 31, 2016

i) During the previous year ended 31 March 2015, the Company allotted 2,000,000 equity shares of Rs. 10 each upon exercise of 2,000,000 warrants by the warrant holder by subscribing to one equity share of Rs.10 each per warrant at an exercise price of Rs.185 each (including Rs.175 per share towards securities premium) on a preferential basis to BHS Housing Private Limited (forming part of promoter group). The above warrants were allotted on preferential basis on 19 December 2013 in compliance with the SEBI (ICDR) Regulations, 2009 and amendments thereof at Rs.185 per warrant.

ii) During the previous year ended 31 March 2015, pursuant to the approval of the management committee of the Board of Directors dated 23 January 2015, the Company issued 3,606,285 equity shares of Rs.10 each, at an issue price of Rs.277.39 per equity share(including Rs.267.39 per share towards securities premium) aggregating Rs.1,000,347,396 to qualified institutional buyers under chapter VIII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended. The Company has incurred expenses of Rs.55,000,000 towards this issue.

b) Reconciliation of preference shares outstanding at the beginning and at the end of the reporting period

c) Terms/rights attached to equity shares

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. The Company declares and pays dividends 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 interim dividend. 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, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

d) Rights, preferences, restrictions and conversion terms attached to preference shares issued by the Company

The Company had, on 13 May 2011, alloted 2,500,000 non cumulative, non convertible, redeemable preference shares of Rs.10 each at a premium of Rs.90 per share to BHS Housing Private Limited. The Preference Shares shall be redeemable at any time after the expiry of two years but before the expiry of ten years from the date of allotment at a premium of Rs.90 per share. These preference shares carry preferential right of dividend at the rate of 1%. The holders of Preference Shares have no rights to receive notices of, attend or vote at general meetings except in certain limited circumstances. On a distribution of assets of the Company, on a winding-up or other return of capital (subject to certain exceptions), the holders of Preference Shares have priority over the holders of equity shares to receive the capital paid up on those shares.

e) Shareholders holding more than 5% of the shares in the Company as at balance sheet date

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.

f) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceeding the reporting date.

The Company has not issued any bonus shares, shares for consideration other than cash or bought back any shares during five years immediately preceeding the reporting date.

g) 11,886,837 (31 March 2015: 10,000,000) equity shares held by the promoters of the Company as at 31 March 2016 are pledged as security in respect of amounts borrowed by the Company.

1. During the previous year ended 31 March 2015, consequent to the introduction of the Schedule II to the Companies Act, 2013, the useful lives of certain fixed assets had been revised. Accordingly, Rs.15,554,968 (net of deferred tax Rs.8,009,869) representing carrying amount of the fixed assets with revised useful life as Nil, were adjusted against opening balance of surplus in statement of profit and loss as of 1 April 2014.

2. The requisite majority of the lenders of the Company (the ''Lenders'') in the Joint Lender Forum (JLF) meeting held on 26 December 2014 agreed for restructuring of Company''s borrowings through JLF route in accordance with Reserve Bank of India''s JLF framework, with the cut-off date of 1 October 2014, and entered into a Master Joint Lenders Forum Agreement (MJLF Agreement) on 30 March 2015 (subsequently amended on 12 June 2015). As per the MJLF Agreement, the lenders have restructured and rescheduled the outstanding amount of their respective share in the existing facilities and sanctioned additional working capital facility. Further, the Lenders have granted moratorium period of 2 years in respect of principal repayment.

3. Terms of repayment and details of security

(A) Interest rate and terms of repayment Restructured rupee term loans

RTL carry an interest rate of SBI Base Rate 1% plus interest tax (10.30% as at 31 March 2016) to be reset after a moratorium period of 2 years. These loans are repayable in 32 structured quarterly installments commencing 31 December 2016 and ending on 30 September 2024.

Working capital term loan

These loans carry an interest rate of SBI Base Rate 1% plus interest tax (10.30 % as at 31 March 2016) to be reset after a moratorium period of 2 years. These loans are repayable in 20 structured quarterly installments commencing 31 December 2016 and ending on 30 September 2021.

Funded interest term loan (FITL-I), (FITL-II) and (FITL-III)

These loans carry an interest rate of SBI Base Rate 1% plus interest tax (10.30 % as at 31 March 2016) to be reset after a moratorium period of 2 years. These loans are repayable in 14 structured quarterly installments commencing 31 December 2016 and ending on 31 March 2020.

(B) Security created in respect of RTL/WCTL/FITL

I Borrowings from ICICI Bank are secured by the following:

(i) Exclusive security interest in the form of:

- Pledge of 3,300,000 shares of the Company

- Pledge over 30% shares of Supreme Infrastructure BOT Private Limited (SIBOT) and Non Disposal Undertaking over 18.99% shares of SIBOT

- Subservient charge on current assets and movable fixed assets of the Company

- Residual charge on optionally convertible instruments and/or debt infused by the Company directly or indirectly into three projects, namely Patiala Malerkotla, Sangli-Shiroli and Ahmednagar-Tembhurni.

- Second charge on total saleable area admeasuring 284,421 Sq. ft. covering 8 floors of B Wing of Supreme Business Park, Powai, Mumbai

(ii) First charge on the cash flows of the borrower which shall be pari passu with the other lenders without any preference or priority to one over the other or others.

II Except as stated in Point (I) above, borrowings from other lenders, are secured by way of:

(i) first pari passu charge on the moveable fixed assets of the Company procured or obtained by utilizing the aforesaid facilities

(ii) first pari passu charge (except as stated in point (g) below, where charge is second) on the existing collateral and pledge of shares

a) Gala No. 3 to 8, admeasuring 3,000 sq. ft., in Bhawani Service Industrial Estate Limited, Mumbai bearing CTS No.76 of village Tirandaz, Powai, Mumbai

b) Chitrarath Studio, admeasuring 30,256.74 sq.ft, situated at Powai bearing Survey No.13 to 15 corresponding CTS bearing No.26 A of village Powai, Mumbai owned by a promoter director.

c) Extension of hypothecation charge on pari passu basis on the residual fixed assets of the borrower

d) Office No. from 901 to 905, having carpet area admeasuring 6,792 sq. ft., situated in Tower "B" on 9th floor in "Millenium Plaza'' situated at Sector 27, Tehil, Gurgaon, Haryana owned by Company and its promoter directors.

e) Lien on term deposit face value of '' 0.14 crore on pari passu basis to working capital lenders

f) Pledge of 2,600,000 equity shares of the Company held by the promoter directors on pari passu basis to working capital lenders

g) Supreme House, Plot No. 94/C located at Powai, Mumbai (First charge with SREI Infrastructure Finance Limited against their term loan to SIBOT)

h) Pledge of investments as stated in Note 10.2

(iii) first pari passu on the current assets of the Company

(iv) first pari passu charge on the cash flows of the Company

(v) pledge of 4,069,332 equity shares held by promoters (including 2,600,000 equity shares stated in II (f) above)

(vi) Pledge of Compulsory Convertible Debentures (CCD) of Rs.408,50,00,000 extended to Supreme Infrastructure BOT Private Limited. The Company''s lenders may exercise the right of conversion of the CCDs into equity within 18 months from the date of implementation of the JLF Restructuring Package.

(vii) first charge on the immoveable property situated at (i) Village Talavali,Taluka-Bhiwandi, Thane; and (ii) Village Mouje-Dapode, Taluka-Sudhagad, Raigad.

(viii) second charge on the immoveable property situated at B Wing area admeasuring 45,208 Sq ft. and some additional area to be identified by the Company at Supreme Business Park bearing Survey No.l3/2 and l3/l (part) and CTS No. 27, Survey No. l4 and CTS No. 23- A and Survey No. 15 (part) and CTS No. 26- A situated at Supreme City, Hiranandani Complex, Powai, Mumbai (first charge being held by Syndicate Bank)

(ix) subservient charge on the immoveable property situated at B Wing total area admeasuring 284,421 Sq. ft. at Supreme Business Park bearing Survey No. l3/2 and l3/1(part) and CTS No. 27, Survey No. l4 and CTS No.23-A and Survey No. 15 (part) and CTS No 26- A situated at Supreme City, Hiranandani Complex, Powai, Mumbai (first charge being held by Syndicate Bank and second charge being held by ICICI Bank)

(x) First pari passu charge on certain plant and equipment as specified in Part B of Schedule IX of MJLF agreement and all equipment acquired by utilising the ECB loan from AXIS Bank.

(xi) a) subservient charge on certain immoveable properties:

- 16 flats with carpet area of 11,500 sq. ft. in Aishwarya Co.op. Housing Society bearing CTS No. 64/E/6 of village Tirandaz, Powai, Mumbai

- Agricultural land of 106,170 sq. mt. bearing survey no. 119/1, 129/6, 1304b, 130/5131, 132/2s, 131/1b and 123/2b situated at Talavali village, Thane, Maharastra.

- Flat No. 510 on 5th Floor of ABW Tower located at IIFCO Chowk, Sukhrauli village, Haryana

- Fixed deposit or unconditional bank guarantee of Rs.50,000,000;

b) subservient charge on following:

Irrevocable and unconditional personal guarantee of the Promoter(s);

Fixed deposit or unconditional bank guarantee of '' 50,000,000;

Corporate Guarantee of BHS Housing Private Limited and Supreme Housing & Hospitality Private Limited Demand Promissory Note

III The entire facilities shall be secured by way of:

(i) an irrevocable, unconditional, joint and several corporate guarantee from BHS Housing Private Limited and Supreme Housing and Hospitality Private Limited; and

(ii) an irrevocable, unconditional, joint and several personal guarantee from its promoter directors.

4. The MJLF Agreement provides a right to the Lenders to get a recompense of their waivers and sacrifices made as part of the loan restructuring arrangement. The recompense payable by the borrowers depends on various factors including improved performance of the borrowers and other conditions. The aggregate present value of the sacrifice made/ to be made by Lenders as per the MJLF Agreement is Rs.1,684,200,000 (31 March 2015: Rs.1,424,233,656) as at the year end.

5. External commercial borrowings

External commercial borrowings from Axis Bank carried interest @ 6 Months LIBOR plus 3.45% per annum (quarterly rests) which was 3.85% per annum. The loan was fully repaid during the year. The loan was secured by first charge on assets procured from this loan and pari passu second charge on the current assets of the Company and personal guarantee of the promoter directors.

6. Other rupee term loans from banks:

Loans from other banks carry interest in the range of @ 10.35% to 12.75% per annum and are secured by hypothecation of the assets created out of these loan and personal guarantee of a director of the Company. These loans are repayable over the period of 5-41 years.

7. Term loans from others:

Loans from SREI Equipment Finance Company Limited and SREI Infrastructure Finance Limited carries interest @ base rate (18% as at 31 March 2016) minus 2.19 % per annum and are repayable in 35 monthly installments over the tenure of the loans having various maturity dates. These loans are secured by first charge on the specific equipment financed out of the said loans, pledge of shares held by a promoter director and personal guarantee of the promoter directors.

8. Loan principal amounting to Rs.635,050,711 (31 March 2015: Rs.507,980,872) and the interest amount of Rs.143,129,986 (31 March 2015: Rs.150,411,021) respectively is due and outstanding to be paid for 2 to 18 months as on 31 March 2016.

9. Rupee Term loan from others represent Rs.553,290,141 (31 March 2015: Rs.743,142,232) and current portion of long term borrowings include Rs.1,277,365,725 (31 March 2015: Rs.1,003,642,144) in respect of which a lender has filed an appeal against the Company in the High Court of Calcutta for non-payment of outstanding due in accordance with the terms of the loan agreement. The appeal filed is for restraining the Company from dilution of securities and shares pledged towards these borrowings by inclusion of these securities in the common pool of borrowings restructured under MJLF Agreement. The Hon''ble High Court has directed the Company not to deal with the shares as well as assets in terms of the loan agreement till disposal of the appeal. The Company is presently in the process of making necessary submissions with the High Court and is also in discussion with the lender to resolve the matter amicably. Since the lender has not demanded the amounts not falling due as per repayment terms, the loan continues to be classified under ''Long term borrowings''/ ''Current portion of long term borrowings''.

10. Long-term borrowings from banks include Rs.2,961,741,114 (31 March 2015: Rs.2,645,296,337), current maturities of long term debt include Rs.68,399,368 (31 March 2015: '' Nil) and cash credit facilities from banks included in short-term borrowings include Rs.2,567,178,005 (31 March 2015: Rs.1,777,454,058) loan availed from a lender classified as Non-Performing Assets (NPA) by State Bank of India (SBI) exclusively. The Joint Lenders Forum (JLF) lead by SBI had appraised a Corporate Loan of Rs.100 crores in September 2014 out of which Rs.40 crores was sanctioned and disbursed by SBI and the balance was to be tied up with other lenders under exclusive security. Pending tie up with the other lenders, the JLF decided to incorporate one-time restructuring under the JLF mode and consequently restructuring of the entire facilities of the Company was appraised and sanctioned by the majority of the lenders with SBI as being the lead member. Simultaneously the corporate loan advanced by SBI was prepaid. This sequence of rectification (Corporate Loan) and then restructuring (under JLF), more exclusively by SBI, was the main reason for the view being formed by RBI Asset Quality Review auditor, as double restructuring. Hence the account vide their letter dated 1 February 2016, effective 12 January 2015 based on the direction of the Reserve Bank of India (RBI) during its Assets Quality Review has been classified as NPA. The Company has filed its submissions with the lender that there is no non-compliance with respect to the various directives of the RBI with respect to the JLF for which no response has been received from the lender at present. However, the lender has not recalled or initiated recovery proceedings for the existing facilities and hence borrowings as per original repayment terms, continue to be classified under ''Long term borrowings''/ ''Current maturities of long term debt''/ ''short-term borrowings.

11. Cash credit facilities availed from bankers are secured by hypothecation charge on the current assets of the Company on first pari passu basis with existing and proposed working capital lenders in consortium arrangement. These facilities are further secured by way of certain collaterals, on pari passu basis, provided by the Company including personal guarantee of Company''s directors and corporate guarantee of BHS Housing Private Limited and Supreme Housing and Hospitality Private Limited.

12. The securities towards cash credit facilities also extends to the guarantees given by the banks on behalf of the Company aggregating Rs.4,660,654,713 (31 March 2015: Rs.6,671,257,814).

13. Term loan from banks include Rs.220,995,174 (31 March 2015: Rs.220,055,188) which has been classified as Non-Performing Asset during September 2014 as per Reserve Bank of India guidelines. Bank has issued a notice to the Company and the Guarantor (Director) under section 13(2) of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 for recovery of the aforesaid amount and accordingly restrained the Guarantor from transferring any of the assets offered as security in respect of this loan, by way of sale, lease or otherwise without obtaining prior approval of the bank. Further, during the year, Bank has disposed off some of those assets of the Guarantor and adjusted the proceeds against the outstanding loan. The Company is presently in discussion with the banker for regularizing this borrowing. The Company has provided for interest on this loan upto 31 March 2016 based on the communication available from the bank and the rate specified in the agreement and believes that provision is adequate and the amount payable will not exceed the liability provided in the books.

14. Term loan from bank includes Rs.36,400,653 (31 March 2015: Rs.42,216,010) which has been classified as Non-Performing Asset during the current year as per Reserve Bank of India guidelines. Bank has filed an application in the Hon''ble Debt Recovery Tribunal for recovery of the aforesaid amount and accordingly restrained the Company from transferring any of the assets offered as security in respect of this loan, by way of sale, lease or otherwise without obtaining prior approval of the bank. The Company is presently in the process of making necessary submissions with the Hon''ble Debt Recovery Tribunal and is also in discussion with the lender to resolve the matter amicably and believes that the amount payable will not exceed the liability provided in the books.

15. The Company has not incurred any expenditure during the year against the total amount Rs.25,871,303 (31 March 2015 : Rs.31,602,995) required to be spent for Corporate Social Responsibility.

16. Miscellaneous expenses include Rs.Nil (31 March 2015: 1,500,000) donation made to a political party (Bhartiya Janta Party).

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of (i) and (iii) above pending resolution of the respective proceedings. The Company does not expect any reimbursements in respect of the above contingent liabilities other than stated therein above. Future cash outflows in respect of the above are determinable only on receipt of judgments/ decisions pending with various forums/ authorities. The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.

17. Commitments

The Company has entered into agreements with various government authorities and semi government corporations to develop road and water supply facilities on Build-Operate-Transfer (BOT) and Public Private Partnership (PPP) basis through certain subsidiary entities. The Company has a commitment to fund the cost of developing the infrastructure through a mix of debt and equity as per the estimated project cost.

The Company along with its subsidiary company, Supreme Infrastructure BOT Holdings Private Limited, has given an undertaking to the lenders of a subsidiary Company, not to dilute their shareholding below 51% during the tenure of the loan.

# Mr. Bhawanishankar Sharma, Mr. Vikram Sharma and Mr. Vikas Sharma have agreed for waiver of remuneration for the year ended 31 March 2016, during the previous year ended 31 March 2015, Mr. Bhawanishankar Sharma has agreed for waiver of remuneration for the period December 2014 to March 2015 and Mr. Vikram Sharma and Mr. Vikas Sharma have agreed for waiver of remuneration for the period October 2014 to March 2015.

Mr. Bhawanishankar Sharma, Mr. Vikram Sharma and Mr. Vikas Sharma (Promoter Directors) and other related parties have provided personal guarantees/ securities/ pledge of their investments, in respect of loans availed by the group, as mentioned under the Notes 4.2 (B), 4.4, 4.5, 4.6 and 6.1

Audit remuneration for the year ended 31 March 2015 excludes Rs.3,600,000 towards fee for miscellaneous certifications under Qualified Institutional Placement, which has been adjusted against securities premium account.

18. Employee benefits

A. Defined contribution plan

The amount of contribution to provident fund and employee state insurance scheme recognized as expenses during the year is Rs.12,885,393 (31 March 2015 ''12,586,558).

B. Defined benefit plan (Unfunded)

The Company has gratuity as defined benefit retirement plan for its employees. Disclosures as required by Accounting Standard - 15 (Revised) for the year ended 31 March 2016 are as under :

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

C. Other long term employee benefits

The liability for leave entitlement and compensated absences is recognized in the same manner as gratuity and amounts as at year end to Rs.22,794,033 (31 March 2015 : Rs.30,352,561)

19. Micro and small enterprises

There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31 March 2016. This information as required to be disclosed under the Micro, Small and 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. There is no interest paid or payable during the year.

20. Joint venture disclosure

Contracts executed by following joint ventures are accounted in accordance with accounting policy no. 1.11(a)

21. Foreign currency transactions of the Company that are not hedged by derivative instruments or otherwise.

22. Operating lease

The Company has taken various residential/commercial premises and construction equipment on cancellable operating lease. These lease agreements are normally renewed on expiry. Rental expenses in the statement of profit and loss for the year includes lease payments towards premises Rs.420,310,305 (31 March 2015 - Rs.389,385,289).

23. The activities of the Company comprises of only one business segment viz Engineering, Procurement and Construction (''EPC''). The Company operates in only one geographical segment viz India. Hence the Company''s financial statements also represents the segmental information.

24. (a) Trade receivable and unbilled work as at 31 March 2016 include Rs.313,940,395 (31 March 2015: Rs.313,940,395) and Rs.100,335,880 (31 March 2015: Rs.100,335,880) respectively, in respect of two contracts which the clients have terminated and recovered the advances given against bank guarantees. The parties have not disputed payment of certified bills included under trade receivables. The Company is under negotiations with the parties and has also preferred an appeal in the Honourable High Court for initiating arbitration proceedings and providing stay on bank guarantee invoked in respect of one party where counter-claims lodged by the Company exceed the amounts recoverable. Based on the on-going progress of these matters, the management is confident of recovering these amounts in full.

(b) Trade receivables as at 31 March 2016 include Rs.924,696,662 (31 March 2015: Rs.975,191,826), in respect of projects which were closed and which are overdue for a substantial period of time. The Company has formed a senior management team led by the Managing Director to rigorously follow up including negotiate/ initiate legal action, where necessary. Based on the contract terms and these ongoing recovery procedures adopted by the Company, the management is reasonably confident of recovery of old outstanding trade receivables.

25. Previous year''s figures have been regrouped or reclassified, to conform to the current year''s presentation wherever considered necessary.


Mar 31, 2015

Corporate Information

Supreme Infrastructure India Limited ("the Company") was incorporated in the year 1983 and is engaged in construction and development of roads, highways, buildings, bridges, etc. The Company also owns and operates Ready Mix Concrete ("RMC") plant, Asphalt plant and Crushing plant.

a) Terms/rights attached to equity shares

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. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensusing Annual General Meeting, except interim dividend. 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, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Rights, preferences, restrictions and conversion terms attached to preference shares

The Company had, on 13 May 2011, alloted 2,500,000 non cumulative, non convertible, redeemable preference shares of Rs. 10 each at a premium of Rs. 90 per share to BHS Housing Private Limited. The Preference Shares shall be redeemable at any time after the expiry of two years but before the expiry of ten years from the date of allotment at a premium of Rs. 90 per share. These Preference Shares carry preferential right of dividend at the rate of 1%. The holders of Preference Shares have no rights to receive notices of, attend or vote at general meetings except in certain limited circumstances. On a distribution of assets of the Company, on a winding-up or other return of capital (subject to certain exceptions), the holders of Preference Shares have priority over the holders of equity shares to receive the capital paid up on those shares.

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) Aggregate number of bonus shares issued and shares issued for consideration other than cash during the period of five years immediately preceding the reporting date

The Company has neither issued any bonus shares nor has there been any buy back of shares during five years immediately preceeding 31 March 2015.

d) 10,000,000 (31 March 2014: 4,800,000) equity shares held by the promoters of the Company as at 31 March 2015 are pledged as security in respect of amounts borrowed by the Company.

2.1 Pursuant to the enactment of the Companies Act 2013, the Company has applied the estimated useful lives as specified in Schedule II, except in respect of certain assets as disclosed in Accounting Policy on Depreciation and Amortisation. Accordingly the unamortised carrying value is being depreciated/ amortised, over the revised/remaining useful lives. Consequently, the depreciation for the year ended 31 March 2015 is higher to the extent of Rs. 41,139,404. Further an amount of Rs.15,554,968 (net of tax adjustment Rs. 8,009,870) representing the carrying amount of the assets with revised useful life as Nil, have been adjusted in the opening balance of statment of profit and loss.

3.1 The requisite majority of the lenders of the Company (the 'Lenders') in the Joint Lender Forum (JLF) meeting held on 26 December 2014 agreed for restructuring of Company's borrowings through JLF route in accordance with Reserve Bank of India's JLF framework, with the cut-off date of 1 October 2014, and entered into a Master Joint Lenders Forum Agreement (MJLF Agreement) on 30 March 2015. As per the MJLF Agreement, the lenders have restructured and rescheduled the outstanding amount of their respective share in the existing facilities and sanctioned additional working capital facility. Further, the Lenders have granted moratorium period of 2 years in respect of principal repayment. The Company is presently in the process of discussion with the Lenders and the non acceding lenders for entering into a revised MJLF Agreement.

3.2 Terms of repayment and details of security

(A) Interest Rate and Terms of Repayment Rupee Term Loans

RTL carry an interest rate of 11% p.a. (SBI Base Rate 1%) plus interest tax to be reset after a moratorium period of 2 years. These loans are repayable in 32 structured quarterly installments commencing 31 December 2016 and ending on 30 September 2024.

Working Capital Term Loan

These loans carry an interest rate of 11% p.a. (SBI Base Rate 1%) plus interest tax to be reset after a moratorium period of 2 years. These loans are repayable in 20 structured quarterly installments commencing 31 December 2016 and ending on 30 September 2021. Funded Interest Term Loan (FITL-I), (FITL-II) and (FITL-III)

These loans carry an interest rate of 11% p.a. (SBI Base Rate 1%) plus interest tax to be reset after a moratorium period of 2 years. These loans are repayable in 14 structured quarterly installments commencing 31 December 2016 and ending on 31 March 2020.

(B) Security created/ to be created

B.1 Security in respect of RTL (loan outstanding Rs. 2,728,705,015) and FITL-III (loan outstanding Rs. 140,889,750) (save and except State Bank of India (SBI), State Bank of Patiala (SBOP) and Union Bank of India (UBI) who are also working capital lenders and are entitled to the Security Interest as mentioned in Note B.2 below) together with all interest and other amounts stipulated in, or payable by the Company in connection with the aforesaid facilities, is as stated below:

1 (a) Exclusive charge by way of creation of Existing Security Interest of L&T Infrastructure Finance Company Limited on:

(i) 16 flats with carpet area of 11,500 sq. ft. in building known as Aishwarya Co-op. Hsg. Society Ltd. bearing CTS No.64/E/6 of village Tirandaz, Powai, Mumbai

(ii) Agricultural land of 106,170 sq. mt. bearing survey no. 119/1, 129/6, 1304B, 130/5, 131, l32/2A l32/1B and l23/2B situated at Talavali Village, Taluka Bhiwandi, District Thane, Maharashtra

(iii) Flat no. 105 situated on 5th floor of the building known as ABW Tower located at IIFCO Chowk Village - Sukhrauli, Tehsil Gurgaon, Haryana having super built up area admeasuring 1464.53 sq. ft.

(b) Fixed deposit or unconditional bank guarantee of Rs. 50,000,000;

(c) Irrevocable and unconditional personal guarantee of the Promoter(s);

(d) Corporate Guarantee of BHS Housing Private Limited and Supreme Housing & Hospitality Private Limited

(e) Demand Promissory Note

Existing security of ICICI Bank Limited

(a) Pledge of 3,300,000 shares of the Company

(b) Pledge over 30% shares of Supreme Infrastructure BOT Private Limited (SIBOT) and Non Disposal Undertaking over 18.99% shares of SIBOT

(c) Personal Guarantee from Mr. Vikram Sharma. Mr. Vikas Sharma and Mr. Bhawanishankar Sharma

(d) Subservient charge on current assets and movable fixed assets of the Company

(e) Residual charge on optionally convertible instruments and/or debt infused by the Company directly or indirectly into three projects, namely Patiala Malerkotla, Sangli-Shiroli and Ahmednagar-Tembhumi

(f) Second charge on total saleable area admeasuring 284,421 Sq. ft. of B Wing of Supreme Business Park, Powai, Mumbai

2 First pari passu charge on the cash flows of the Company with the other lenders without any preference of priority to one over the other or others.

B.2 The facilities (save and except RTL and FITL III but including SBI, SBOP and UBI in their capacity as existing term lender) together with all interest and other amounts stipulated in, or payable by the Company in connection with the aforesaid facilities, shall be secured in the form of;

(i) first pari passu charge on the moveable fixed assets of the Company procured or obtained by utilizing the aforesaid facilities

(ii) first pari passu charge on the existing collateral and pledge of shares

(iii) first pari passu on the current assets of the Company

(iv) first pari passu charge on the cash flows of the Company

(v) pledge of 4,069,332 (including 2,600,000 shares already pledged) equity shares of Company held by Promoters

(vi) issue of Compulsory Convertible Debentures (CCD) by the Company in favour of the Lenders/Debenture Trustee by conversion of its loans and advances of an amount of Rs. 408,50,00,000 extended to Supreme Infrastructure BOT Private Limited. The Lenders may exercise the right of conversion of the CCDs into equity within 18 months from the date of implementation of the JLF Restructuring Package.

(vii) first charge on the immoveable property situated at (i) Village Talavali,Taluka-Bhiwandi, Thane; and (ii) Village Mouje-Dapode, Taluka-Sudhagad, Raigad.

(viii) second charge on the immoveable property situated at A Wing area admeasuring 45,208 Sq ft. and some additional area to be identified by the Company at Supreme Business Park bearing Survey No.l3l2 and l3ll (part) and CTS No. 27, Survey No. l4 and CTS No. 23- A and Survey No. 15 (part) and CTS No. 26- A situated at Supreme City, Hiranandani Complex, Powai, Mumbai (first charge being held by Syndicate Bank)

(ix) subservient charge on the immoveable property situated at B Wing total area admeasuring 284,421 Sq. ft. at Supreme Business Park bearing Survey No. l3l2 and l3l1(part) and CTS No. 27, Survey No. l4 and CTS No.23-A and Survey No. 15 (part) and CTS No 26- A situated at Supreme City, Hiranandani Complex, Powai, Mumbai (first charge being held by Syndicate Bank and second charge being held by ICICI Bank)

(x) subservient charge on certain immoveable properties shared by L&T Infrastructure Finance Company Limited as detailed in Part A(l) of Schedule IX of the MRA.

The entire facilities shall be secured by way of:

(i) an irrevocable, unconditional, joint and several corporate guarantee from BHS Housing Private Limited and Supreme Housing Hospitality Private Limited; and

(ii) an irrevocable, unconditional, joint and several personal guarantee from its promoter directors Mr. Vikram B. Sharma, Mr. Vikas B.Sharma and Mr. Bhawani Shankar Sharma

3.3 The MJLF Agreement provides a right to the Lenders to get a recompense of their waivers and sacrifices made as part of the loan restructuring arrangement. The recompense payable by the borrowers depends on various factors including improved performance of the borrowers and other conditions. The aggregate present value of the sacrifice made/ to be made by Lenders as per the MJLF Agreement is Rs. 1,424,233,656 as at 31 March 2015.

3.4 External commercial borrowings

External commercial borrowings from Axis Bank carries interest @ 6 Months LIBOR plus 3.45% per annum (quarterly rests) which was 3.85% per annum as at 31 March 2015. The loan is repayable within 7 years including moratorium of 27 months from 31 March 2009 in equal quarterly installments. The loan is secured by first charge on assets procured from this loan and pari passu second charge on the current assets of the Company and personal guarantee of the promoter directors.

3.5 Other term loans from banks:

Loans from other banks carry interest in the range of @ 10.35% to 12.75% per annum and are secured by hypothecation of the assets created out of these loan and personal guarantee of a director of the Company. These loans are repayable over the period of 5-41 years.

3.6 Term loans from others:

Loans from SREI Equipment Finance Company Limited and SREI Infrastructure Finance Limited carries interest @ base rate (18% as at 31 March 2015) minus 2.19 % per annum and are repayable in 35 monthly installments over the tenure of the loans having various maturity dates. These loans are secured by first charge on the specific equipment financed out of the said loans, pledge of shares held by a promoter director and personal guarantee of the promoter directors.

3.7 Loan principal amounting to Rs. 507,980,872 crore and the interest amount of Rs. 150,411,021 crore which is due and outstanding to be paid as on 31 March 2015.

3.8 Term loan from others include Rs. 151,971,027 and current portion of long term borrowings include Rs.247,142,144 as at 31 March 2015 in respect of which a lender has filed an appeal against the Company in the High Court of Calcutta for non-payment of outstanding due in accordance with the terms of the loan agreement. The appeal filed is for restraining the Company from dilution of securities and shares pledged towards these borrowings by inclusion of these securities in the common pool of borrowings restructured under MJLF Agreement. The Hon'ble High Court has directed the Company not to deal with the shares as well as assets in terms of the loan agreement till disposal of the appeal. The Company is presently in the process of making necessary submissions with the High Court and is also in discussion with the lender to resolve the matter amicably. Since the lender has not demanded the amounts not due as per repayment terms, the loan continues to be classified under 'Long term borrowings'/ 'Current portion of long term borrowings'.

4.1 Cash credit facilities availed from bankers are secured by hypothecation charge on the current assets of the Company on first pari passu basis with existing and proposed working capital lenders in consortium arrangement. These facilities are further secured by way of certain collaterals, on pari passu basis, provided by the Company including personal guarantee of Company's directors and corporate guarantee of BHS Housing Private Limited and Supreme Housing Hospitality Private Limited.

4.2 The securities towards cash credits also extends to the guarantees given by the banks on behalf of the Company aggregating Rs. 6,671,257,814 (31 March 2014: Rs.7,299,210,147).

4.3 Term loan from bank has been classified as Non-Performing Asset during September 2014 as per Reserve Bank of India guidelines. Bank has issued a notice to the Company and the Guarantor (Director) under section 13(2) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 for recovery of the aforesaid amount and accordingly restrained the Company from transferring any of the assets offered as security in respect of this loan, by way of sale, lease or otherwise without obtaining prior approval of the bank. The Company is presently in discussion with the banker for regularizing this borrowing. The Company has provided for interest on this loan unto 31 March 2015 based on the communication available from the bank and the rate specified in the agreement and believes that provision is adequate and the amount payable will not exceed the liability provided in the books.

5.1 During the year, the Company has invested further in 409,000,000, 0.001% Optionally Convertible Debenture of Rs. 10 each of Supreme Infrastructure BOT Private Limited for an aggregate amount of Rs. 4,090,000,000 by converting its long term loans and advances recoverable from these wholly owned subsidiary company.

5.2 The Company has pledged the following shares in favour of the lenders as a part of the financing agreements for facilities taken by subsidiary companies and associates as indicated below:

Amounts in Rs.

Year ended Year ended 31 March 2015 31 March 2014

6 Contingent liabilities

(i) Claims not acknowledged as debts including cases where petition for winding up 12,275,299 10,997,299 has been filed against the ComPany

(ii) Corporate guarantee given to bank on be of subsidary companies 15,9.91,569,185 14,431,569,185 (iii) a Service tax liability that may arise in respect of matters in appeal for the year 727,025,897 - 2008-09 to 2011-12 (including interest and penalty)

b Show cause notice received in respect of service tax liability for the year 2012- 13,for which amount is not determinate

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of (i) and (iii) above pending resolution of the respective proceedings. The Company does not expect any reimbursements in respect of the above contingent liabilities other than stated therein above. Future cash outflows in respect of the above are determinable only on receipt of judgments/ decisions pending with various forums/ authorities. The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.

7 Commitments

The Company has entered into agreements with various government authorities and semi government corporations to develop road and water supply facilities on Build-Operate-Transfer (BOT) and Public Private Partnership (PPP) basis through certain subsidiary entities. The Company has a commitment to fund the cost of developing the infrastructure through a mix of debt and equity as per the estimated project cost.

The Company along with its subsidiary company, Supreme Infrastructure BOT Holdings Private Limited, has given an undertaking to the lenders of a subsidiary Company, not to dilute their shareholding below 51% during the tenure of the loan.

8 Related Party Disclosures :

a) Names of related parties and description of relationship A Enterprise where control exists

(i) Subsidiaries

Supreme Infrastructure BOT Private Limited Supreme Infrastructure BOT Holdings Private Limited Supreme Panvel Indapur Tollways Private Limited Supreme Mega Structures Private Limited Rudranee Infrastructure Limited Supreme Infrastructure Overseas LLC

Subsidiaries of Supreme Infrastructure BOT Private Limited:

Supreme Manor Wada Bhiwandi Infrastructure Private Limited

Supreme Infra Projects Private Limited

Supreme Suyog Funicular Ropeways Private Limited

Kopargaon Ahmednagar Tollways (Phase I) Private Limited

Supreme Vasai Bhiwandi Tollways Private Limited (incorporated on 1 May 2013)

Supreme Tikamgarh Orchaa Annuity Private Limited (incorporated on 7 February 2014)

Kotkapura Muktsar Tollways Private Limited ( w.e.f 1 October 2013)

Subsidiaries of Supreme Infrastructure BOT Holdings Private Limited:

Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Private Limited Supreme Ahmednagar Karmala Tembhurni Tollways Private Limited Supreme Kopargaon Ahmednagar Tollways Private Limited

B Other related parties (where transactions taken place during the year)

(i) Associates

Sanjose Supreme Tollways Development Private Limited Kotkapura Muktsar Tollways Private Limited (till 30 September 2013)

(ii) Joint ventures

Supreme - MBL JV

HGCL -Niraj-Supreme Infrastructure Private Limited

(iii) Key management personnel (KMP)

Mr. Bhawanishankar Sharma - Chairman Mr. Vikram Sharma - Managing Director Mr. Vikas Sharma - Wholetime Director

Mr. Sanjay Bafna - Chief Financial Officer (Resigned on 28 April 2015)

Mr. Vijay Joshi - Company Secretary

(iv) Relatives of key management personnel:

Ms. Rita Sharma (Spouse of Mr. Bhawanishankar Sharma)

(v) Companies in which key management personnel or their relatives have significant influence (Other related parties)

Supreme Housing and Hospitality Private Limited BHS Housing Private Limited

9 Employee benefits

A. Defined contribution plan

The amount of contribution to provident fund and employee state insurance scheme recognised as expenses during the year is Rs. 12,586,558 (31 March 2014Rs.15,649,357).

B. Defined benefit plan (Unfunded)

The Company has gratuity as defined benefit retirement plan for its employees. Disclosures as required by Accounting Standard - 15 (Revised) for the year ended 31 March 2015 are as under :

C. Other Long Term Employee Benefits

The liability for leave entitlement and compensated absences is recognized in the same manner as gratuity and amounts as at year end Rs. 30,352,561 (31 March 2014 : Rs.19,629,930)

34 Micro and Small Enterprises

There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31,2015. This information as required to be disclosed under the Micro, Small and 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. There is no interest paid or payable during the year.

10 Joint venture disclosure

a) Contracts executed by following joint ventures are accounted in accordance with accounting policy no. 1(j)(ii)(a)

11 Operating lease

The Company has taken various residential/commercial premises and construction equipment on cancellable operating lease. These lease agreements are normally renewed on expiry. Rental expenses in the statement of profit and loss for the year includes lease payments towards premises Rs. 389,385,289 (31 March 2014 - Rs.488,382,333).

12 The activities of the Company comprises of only one business segment viz Engineering, Procurement and Construction ('EPC'). The Company operates in only one geographical segment viz India. Hence the Company's financial statements also represents the segmental information.

13 (a) Trade receivables and unbilled work as at 31 March 2015 include Rs.106,624,566 (31 March 2014: Nil) and Rs. 91,625,360 (31 March 2014: Nil), respectively in respect of a contract which client has terminated and recovered the advances through encashment of bank guarantee. The Company has preferred an appeal in the Honb'le High Court for restoration of contract and providing stay on bank guarantee invoked by the client. The Company is also communicating with the client and is hopeful of resolving this matter amicably.

(b) Trade receivables as at 31 March 2015 include Rs. 975,191,826 (31 March 2014: Nil) which are overdue for a substantial period of time. The Company has formed a senior management team led by the Managing Director to rigorously follow up including negotiate/ initiate legal action where necessary. Based on the contract terms and these ongoing recovery procedures adopted by the company, the management is reasonably confident of recovery of old outstanding receivables.

(c) Trade receivables and unbilled work as at 31 March 2015 include Rs. 207,315,829 (31 March 2014: Nil) and Rs. 8,710,520 (31 March 2014: Nil), respectively in respect of a contract which client has terminated and recovered the advances through encashment of bank guarantee. The Company is communicating with the client and is hopeful of resolving this matter amicably.

14 The Company has adequately recognized an expected loss on a project wherever it was probable that total contract costs will exceed total contract revenue.

15 Previous year's figures have been regrouped or reclassified, to conform to the current year's presentation wherever considered necessary.


Mar 31, 2014

Corporate Information

The Company was incorporated in the year 1983 and is engaged in construction & development of roads, highways, buildings, bridges, etc. The Company also owns and operates Ready Mix Concrete ("RMC") plant, Asphalt plant and Crushing plant.

1 Commitments and Contingent Liabilities

(a) Commitments

(i) Capital commitment

Contracts remaining to be executed on capital account not provided for Rs. 820,000,000 (31 March 2013 - Rs. 12,071,495,553)

(ii) Other Comitment

The Company has entered into agreements with various government authorities and semi government corporations to develop road and water supply facilities on Build-operate-transfer (BOT) and Public Private Partnership (PPP) basis through its certain subsidiary entities. The Company has a commitment to fund the cost of developing the infrastructure through a mix of debt and equity as per the estimated project cost.

(b) Corporate guarantee given to bank on behalf of subsidiary companies amounting of Rs. 600,000,000 (31 March 2013 : Nil)

2 Mobilisation advances include amounts taken from customers for project related expenses. These advances are subsequently adjusted at pre-determined rates against the bills raised on the customers.

3 Related Party Disclosures :

a) Names of related parties and description of relationship A Enterprise where control exists

(i) Subsidiaries

Supreme Infrastructure BOT Private Limited Supreme Infrastructure BOT Holdings Private Limited Supreme Panvel Indapur Tollways Private Limited Supreme Mega Structures Private Limited Rudranee Infrastructure Limited Supreme Infrastructure Overseas LLC

Subsidiaries of Supreme Infrastructure BOT Private Limited:

Supreme Manor Wada Bhiwandi Infrastructure Private Limited

Supreme Infra Projects Private Limited

Supreme Suyog Funicular Ropeways Private Limited

Kopargaon Ahmednagar Tollways (Phase I) Private Limited

Supreme Vasai Bhiwandi Tollways Private Limited (incorporated on 1 May 2013 )

Supreme Tikamgarh Orchaa Annuity Private Limited (incorporated on 7 February 2014 )

Kotkapura Muktsar Tollways Private Limited ( w.e.f 1 October 2013 )

Subsidiaries of Supreme Infrastructure BOT Holdings Private Limited:

Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Private Limited Supreme Ahmednagar Karmala Tembhurni Tollways Private Limited Supreme Kopargaon Ahmednagar Tollways Private Limited

(ii) Associates

Sanjose Supreme Tollways Development Private Limited Kotkapura Muktsar Tollways Private Limited (till 30 September 2013) Mohol Kurul Kamati Mandrup Tollways Private Limited

B Other related parties with whom the Company had transactions, (i) Joint ventures

Supreme - MBL JV

Petron - Supreme JV

Supreme - Siddhi JV

Supreme Zanders JV

Supreme Brahmaputra JV

HGCL - Niraj - Supreme Infrastructure Private Limited

(ii) Key management personnel (KMP)

Mr. Bhawanishankar Sharma - Chairman Mr. Vikram Sharma - Manageing Director Mr. Vikas Sharma - Wholetime Director Mr. Vijay Joshi - Company Secretary

(iii) Relatives of key management personnel:

Ms. Rita Sharma Ms. Barkha Sharma

(iv) Companies in which key management personnel or their relatives have significant infuence (Other related parties)

Supreme Housing and Hospitality Private Limited BHS Housing Private Limited

4 Employee benefits (Unfunded)

A. Defined contribution plan

The amount of contribution to provident fund and employee state insurance scheme recognised as expenses during the year is Rs.15,649,357 (31 March 2013 Rs. 14,861,836)

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

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

5 Micro, Small and Medium Enterprises

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2014. This information as required to be disclosed under the Micro, Small and 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. This has been relied upon by the statutory auditors.

6 Joint venture disclosure

Contracts executed by following joint ventures are accounted in accordance with accounting policy no. 1(i)(ii)(a) and (b).

7 Operating lease

The Company has taken various residential/commercial premises and construction equipment on cancellable operating lease. These lease agreements are normally renewed on expiry. Rental expenses in the statement of profit and loss for the year includes lease payments towards premises Rs. 15,791,057 (31 March 2013 - Rs. 11,891,870).

8 The activities of the Company comprises of only one business segment viz Engineering, Procurement and Construction (''EPC''). The Company operates in only one geographical segment viz India. Hence the Company''s financial statements also represents the segmental information.

9 Previous year''s figures have been regrouped or reclassified, to conform to the current year''s presentation wherever considered necessary.


Mar 31, 2013

Corporate Information

The Company was incorporated in the year 1983 and is engaged in construction & development of roads, highways, buildings, bridges, etc. The Company also owns and operates Ready Mix Concrete ("RMC") plant, Asphalt plant and Crushing plant.

1 Commitments Capital commitment

Contracts remaining to be executed on capital account not provided for Nil (31 March 2012 - Rs.11,761,141).

Other commitment

The Company has entered into agreements with various government authorities and semi government corporations to develop road and water supply facilities on Build-operate-transfer (BOT) and Public Private Partnership (PPP) basis through its certain subsidiary entities. The Company has a commitment to fund the cost of developing the infrastructure through a mix of debt and equity as per the estimated project cost.

2 Mobilisation advances include amounts taken from customers for project related expenses. These advances are subsequently adjusted at pre-determined rates against the bills raised on the customers.

3 Related Party Disclosures :

a) Names of related parties and description of relationship A Enterprise where control exists

(i) Subsidiaries

Supreme Infrastructure BOT Private Limited

Supreme Infrastructure BOT Holdings Private Limited

Supreme Panvel Indapur Tollways Private Limited

Supreme Mega Structures Private Limited

Rudranee Infrastructure Limited

Supreme Infrastructure Overseas LLC

Subsidiary of Supreme Infrastructure BOT Private Limited:

Supreme Manor Wada Bhiwandi Infrastructure Private Limited

Supreme Infra Projects Private Limited

Supreme Suyog Funicular Ropeways Private Limited

Kopargaon Ahmednagar Tollways (Phase I) Private Limited

Subsidiary of Supreme Infrastructure BOT Holdings Private Limited:

Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Private Limited

Supreme Ahmednagar Karmala Tembhurni Tollways Private Limited

Supreme Kopargaon Ahmednagar Tollways Private Limited

(ii) Associate

Sanjose Supreme Tollways Development Private Limited

Kotkapura Muktsar Tollways Private Limited

Mohol Kurul Kamti Mandrup Tollways Private Limited

B Other related parties with whom the Company had transactions, etc.

(i) Joint ventures

Supreme - MBL JV

Petron - Supreme JV

Supreme - Siddhi JV

Supreme Zanders JV

HGCL -Niraj-Supreme Infrastructure Private Limited

(ii) Key management personnel (KMP)

Mr. Bhawanishankar Sharma

Mr. Vikram Sharma

Mr. Vikas Sharma

(iii) Relatives of key management personnel:

Ms. Rita Sharma

Ms. Barkha Sharma

(iv) Companies in which key management personnel or their relatives have significant influence (Other related parties)

Supreme Housing and Hospitality Private Limited BHS Housing Private Limited

4 Micro, Small and Medium Enterprises

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2013. This information as required to be disclosed under the Micro, Small and 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. This has been relied upon by the statutory auditors.

5 The activities of the Company comprises of only one business segment viz Engineering, Procurement and Construction (''EPC''). The Company operates in only one geographical segment viz India. Hence the Company''s financial statements also represents the segmental information.

6 Previous year''s figures have been regrouped or reclassified, to conform to the current year''s presentation wherever considered necessary.


Mar 31, 2012

Corporate Information

The Company was incorporated in the year 1983 and is engaged in construction & development of roads, highways, buildings, bridges, etc. The Company also owns and oper- ates Ready Mix Concrete ("RMC") plant, Asphalt plant and Crushing plant.

a) Terms/rights attached to equity shares

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. The Company declares and pays dividends 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 interim dividend. 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, if any. The distribution will be in propor- tion to the number of equity shares held by the shareholders.

b) Rights, preferences, restrictions & conversion terms attached to preference shares

The Company has, on 13 May 2011, alloted 2,500,000 non cumulative, non convertible, redeemable preference shares of Rs.10/- each at a premium of Rs. 90 per share to BHS Housing Private Limited (allotee). The Preference Shares shall be redeemable at any time after the expiry of two years but before the expiry of five years from the date of allotment redeemable at a premium of Rs. 90 per share. These Preference Shares carry preferential right of dividend at the rate of 1%

The holders of Preference Shares have no rights to receive notices of, attend or vote at general meetings except in certain limited circumstances. On a distribution of assets of the Company, on a winding-up or other return of capital (subject to certain exceptions), the holders of Preference Shares have priority over the holders of Equity Shares to receive the capital paid up on those shares.

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

c) Aggregate number of bonus shares issued and shares issued for consideration other than cash during the period of five years immediately preceding the reporting date

The Company has not issued any bonus shares nor has there been any buy back of shares during five years immediately preceeding 31 March 2012.

d) i) The Company allotted 2,000,000 warrants of Rs. 10 each at a premium of Rs. 50 per warrant on preferential basis to promoter and one of the existing share holders pursuant to the approval of the members by special resolution at the Extra Ordinary General Meeting of the Company held on June 26, 2009, which were converted into equity shares on August 7, 2010.

ii) The Company made preferential allotment of 416,275 equity shares to Supreme Construction & Developers Private Limited and 450,000 equity shares to Pivotal Securities Private Limited of Rs. 10 each at a premium of Rs. 215 per share on August 6, 2010.

External commercial borrowings

External commercial borrowings from Axis Bank carries interest @ LIBOR plus 3.45 percent per annum (quarterly rests). The loan is repayable within 7 years including moratorium of 27 months from the date of first disbursement in equal quarterly installments. The loan is secured by first charge on assets procured from this loan and pari passu second charge on the current assets of the Company and personal guarantee of the promoter directors.

Term loans from banks

(i) Term loan obtained from consortium bankers carries interest rate of base rate plus 2.75 percent to 3.50 percent and are secured by hypothecation of assets which includes all movable fixed assets of the Company and fixed assets created out of these loans and personal guarantee of Company's promoter directors. These loans are repayable over the period of 3-4 years.

(ii) Loan from other banks carries interest @ 11 percent per annum and are secured by hypothecation of the assets created out of these loan and personal guarantee of a director of the Company.

Term loans from financial institutions

(i) Loans from SREI Equipment Finance Limited carries interest in the range of 13% to 17% per annum and are repayble in 36 monthly installments over the tenure of the loans having various maturity dates. These loans are secured by first charge on the specific equipment financed by the Institution, pledge of shares held by a promoter director and personal guarantee of the promoter directors.

(ii) Loan from L&T Infrastructure Finance Company Limited which carries interest @ L&T Infra PLR minus 3% per annum and is repayable in 5 years with a moratorium period of 12 months from the date of first disbursement. The loan is secured by first pari passu charge by way of hypothecation on the entire current assets and encumbered movable fixed assets of the Company, current and future. This loan is further secured by first charge by way of equitable mortgage on pari passu basis on the immovable properties together with all structure and appurtenances thereon, demand promis- sory notes & personal guarantee of the promoter directors.

Notes :

(i) Cash Credit facilities availed from bankers are secured by first pari passu charge on the current assets of the Company and equitable mortgage of Company's office premises and property of one of the directors, extension of hypothecation charge on pari passu basis on fixed assets of the Company and assets created out of equipment loans and personal guarantee of Company's directors. These facilities are repayable on demand.

(ii) Represents interest free loan and are repayable on demand.

* Subscription money pending allotment constitutes:

(i) share application money in Supreme Infrastructure BOT Holding Private Limited, a subsidiary company, amounting to Rs.925,860,000 against which, on 13 June 2012, 780,000 equity shares of Rs.10 each at a premium of Rs.1,177 per share have been alloted to the Company.

(ii) share application money in Rudranee Infrastructure Limited, a subsidiary company, amounting to Rs.296,370,568 pend- ing allotment of shares for increase in its shareholding.

(iii) share application money in Supreme Infraprojects Private Limited, a subsidiary company, amounting to Rs.175,324,975 as additional equity contribution for the project which is being developed on Build-Operate-Transfer (BOT) basis.

(iv) share application money in Kanaka Infratech Limited, amounting to Rs.80,000,000 towards strategic investment in the company.

* Includes Rs. 104,963 [31 March 2011 : Rs. 104,963] being unutilised money out of the public issue ** Pledged against bank guarantees

*** Includes Rs. 14,999,540 [31 March 2011 : Nil] pledged against loans from banks

1 Commitments

Capital commitment

Contracts remaining to be executed on capital account not provided for Rs. 11,761,141 (31 March 2011 - Rs. Nil).

Other commitment

The Company has entered into agreements with various government authorities and semi government corporations to develop road and water supply facilities on Build-operate-transfer (BOT) and Public Private Partnership (PPP) basis through its certain subsidiary entities. The Company has a commitment to fund the cost of developing the infrastructure through a mix of debt and equity as per the estimated project cost.

2 Mobilisation advances include amounts taken from customers for project related expenses. These advances are subsequently adjusted at pre-determined rates against the bills raised on the customers.

3 Related Party Disclosures :

a) Names of related parties and description of relationship A Enterprise where control exists

(i) Subsidiaries

Supreme Infrastructure BOT Private Limited

Supreme Infrastructure BOT Holdings Private Limited (w.e.f. 20 December 2011)

Supreme Panvel Indapur Tollways Private Limited

Supreme Mega Structures Private Limited

Rudranee Infrastructure Limited (w.e.f. 27 June 2011)

Subsidiary of Supreme Infrastructure BOT Private Limited:

Supreme Manor Wada Bhiwandi Infrastructure Private Limited

Supreme Best Value Kolhapur (Shiroli) Sangli Tollways Private Limited

Supreme Ahmednagar Karmala Tembhurni Tollways Private Limited

Supreme Kopargaon Ahmednagar Tollways Private Limited (w.e.f. 30 April 2011)

Supreme Infra Projects Private Limited

Supreme Suyog Funicular Ropeways Private Limited

(ii) Associate

Sanjose Supreme Tollways Development Private Limited

B Other related parties with whom the Company had transactions, etc.

(i) Joint ventures

Supreme - MBL JV

Petron - Supreme JV

Supreme - Siddhi JV

Supreme Zanders JV

HGCL -Niraj-Supreme Infrastructure Private Limited

(ii) Key management personnel (KMP)

Mr. Bhawanishankar Sharma

Mr. Vikram Sharma

Mr. Vikas Sharma

(iii) Relatives of key management personnel:

Ms. Rita Sharma

Ms. Barkha Sharma

(iv) Companies in which key management personnel or their relatives have significant influence (Other related parties)

Supreme Housing and Hospitality Private Limited BHS Housing Private Limited

4 Micro, Small and Medium Enterprises

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2012. This information as required to be disclosed under the Micro, Small and 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. This has been relied upon by the statutory auditors.

5 Prior year comparatives

The financial statements for the year ended 31 March 2011 has been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1965. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended 31 March 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification.


Mar 31, 2011

Background

The Company was incorporated in the year 1983 and is engaged in construction of roads, highways, buildings, bridges, etc. The Company also owns and operates Ready Mix Concrete ("RMC") plant, Asphalt plant and Crushing plant.

1. Secured loans

(a) External commercial borrowings are secured by first charge on assets procured from this loan and pari passu second charge on the current assets of the Company and personal guarantee of the promoter directors.

(b) Term loan obtained from consortium bankers is secured by hypothecation charge on all movable fixed assets of the Company and mortgage of Company's office premise, other premise which is in the name of one of the director, pledge of shares held by a promoter director and personal guarantee of Company's promoter directors.

(c) Term loans obtained from other banks is secured by additional equitable mortgage of plots at IIT Powai and Bhiwandi, hypothecation of equipments financed by financial institution.

(d) Term loan from financial institutions are secured by first charge on the specific equipment financed by the Company, pledge of shares held by a promoter director and personal guarantee of the promoter directors.

(e) Cash Credit facilities availed from consortium bankers are secured by first pari passu charge on the current assets of the Company and equitable mortgage of Company's office premises and property of one of the director, extension of hypothecation charge on pari passu basis on fixed assets of the Company and assets created out of equipment loans and personal guarantee of Company's directors.

2. Capital Work in Progress includes capital advances of Rs.Nil (Previous Year- Rs.47,278,730)

3. During the year, the Company has capitalized borrowing costs of Rs. 30,659,057 (Previous year Rs. 14,271,428) in capital work-in-progress.

4. Contracts remaining to be executed on capital account (net of advances) not provided for Rs. Nil (Previousyear-Rs.2,221,876).

5. Contingent liabilities:

a)

Particulars As at As at

March 31, 2011 March 31, 2010

Rs. Rs.

Income tax demand Nil 5,500,383 in respect of earlier year(s) under dispute

b) On September 24, 2009, the Income Tax Authorities had conducted search under section 132 of the Income tax act, 1961. Consequent to the search, the assessments for the financial years 2003-04 to 2008-09 have been reopened. The Company has filed the revised return without acceptance of any additional tax liability. Management is confident that aggregate provision for tax made is adequate and no additional tax liability is expected consequent to the reopening of the assessments.

6. The current assets, loans and advances are stated at the value, which in the opinion of the Board, are realisable in the ordinary course of the business. Current liabilities and provisions are stated at the value payable in the ordinary course of the business.

7. Employee Benefits

As per Accounting Standard 15"Employee Benefits" the disclosure of employee benefits is given below:

a) Defined Contribution Plan: The amount of contribution to provident fund and ESIC recognized as expenses during the year is Rs. 5,562,629 (Previous Year - Rs. 2,577,971)

8. Segment information

The activities of the Company comprise of only one business segment viz Construction. The Company operates in only one geographical segment viz India. Hence the Company's financial statements also represent the segmental information.

9. Related party disclosures

i. Name of the related party and description of relationship A Enterprise where control exists

i) Subsidiaries - Supreme Infrastructure BOT Private Limited

- Supreme Manor Wada Bhiwandi Infrastructure Private Limited

Supreme Infra Projects Private Limited

(w.e.f. 15 December 2010)

Supreme Panvel Indapur Tollways Private Limited

(w.e.f. 18 November 2010)

Supreme Mega Structures Private Limited (w.e.f. 23 September 2010)

Supreme Kolhapur (Shiroli) Sangli Tollways Private

Limited (w.e.f. 25 November 2010) (w.e.f. 14 April 2011 known as Supreme Best Value Kolhapur

Shiroli) Sangli Tollways Private Limited)

Supreme Ahmednagar Karmala Tembhurni

Tollways Private Limited (w.e.f. 29 November 2010)

B Other related parties with whom the Company had transactions, etc.

i) Joint ventures - Supreme-MBLJV

- Petron-Supreme JV

- Supreme-SiddhiJV

- Supreme Zanders JV (w.e.f. 30 March 2011)

- HGCL -Niraj-Supreme Infrastructure Private Limited

ii) Key management personnel (KMP) - Mr. BhawanishankarSharma

- Mr.VikramSharma

- Mr.VikasSharma

iii) Relatives of key management personnel - Ms. Rita Sharma

iv) Companies in which key management personnel or their relatives have significant influence

- Supreme Housing And Hospitality Private Limited

- BHS Housing Private Limited

10. Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss after tax for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of shares which could have been issued on conversion of all dilutive potential equity shares.

b) Tax adjustment for earlier years includes deferred tax charge for Rs. 56,741,050 and reversal of excess provision for current tax of earlieryearforRs.40,000,000.

11. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2011. This information as required to be disclosed under the Micro, Small and 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. This has been relied upon by the statutory auditors.

12. Mobilisation advances include amounts taken from customers for project related expenses. These advances are subsequently adjusted at pre-determined rates against the bills raised on the customers.

13. a) The Company allotted 2,000,000 warrants ofRs. 10 each at a premium of Rs. 50 per warrant on preferential basis to promoter and one of the existing share holders pursuant to the approval of the members by special resolution at the Extra Ordinary General Meeting of the Company held on June 26, 2009. During the year, these have been converted into equity shares on August 7, 2010.

b) On August 6, 2010, the Company has made preferential allotment of 416,275 equity shares to Supreme Construction & Developers Private Limited and 450,000 equity shares to Pivotal Securities Private Limited of Rs. 10 each at a premium of Rs. 215 per share.

14. Subsequent event:

Subsequent to the balance sheet date, on 13 May 2011, the Company has allotted 2,500,000 non cumulative redeemable preference shares of Rs. 10 each at a premium of Rs. 90 per share to BHS Housing Private Limited.

15. The Company is primarily engaged in construction activities. The sale of such service cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and certain information as required under paragraph 3,4C and 4D of Part II of Schedule VI to the Companies Act, 1956.

16. Previous year's figures have been regrouped, wherever considered necessary.


Mar 31, 2010

Background

The Company was incorporated in the year 1983 and is engaged in construction of roads, highways, buildings, bridges, etc. The Company also owns and operates Ready Mix Concrete ("RMC") plant, Asphalt plant and Crushing plant.

1. Secured loans

(a) External commercial borrowings are secured by first charge on assets procured from this loan and pari passu second charge on the current assets of the Company and personal guarantee of the promoter directors.

(b) Term loan obtained from consortium bankers is secured by hypothecation charge on all movable fixed assets of the Company and mortgage of Company’s office premise, other premise which is in the name of one of the director and personal guarantee of Company’s promoter directors.

(c) Term loans obtained from other banks is secured by additional equitable mortgage of plots at IIT Powai and Bhiwandi, hypothecation of equipments financed by financial institution.

(d) Term loan from financial institutions are secured by first charge on the specific equipment financed by the Company and personal guarantee of the promoter director.

(e) Cash Credit facilities availed from consortium bankers are secured by first pari passu charge on the current assets of the Company and equitable mortgage of Company’s office premises and property of one of the director, extension of hypothecation charge on pari passu basis on fixed assets of the Company and assets created out of equipment loans and personal guarantee of Company’s directors.

2. Capital work-in-progress includes capital advances of Rs. 47,278,730 (Previous year – Rs. 31,265,495)

3. During the year, the Company has capitalized borrowing costs of Rs. 14,271,428 (Previous year – Rs. 9,171,624) in capital work-in-progress.

4. Contracts remaining to be executed on capital account (net of advances) not provided for Rs. 2,211,876 (Previous year Rs. Nil).

5. On September 24, 2009, the Income Tax authorities had conducted search under section 132 of the Income tax act, 1961. Auditors have expressed reservation in their audit report in respect of certain records and files containing invoices being seized, which were not available for their inspection and the additional tax liability, if any, consequent to the search and the reopening of Company’s assessments for the financial years 2003-04 to 2008-09. Management believes that provision for tax is adequate and no additional tax liability is anticipated consequent to the reopening of the assessments.

6. Contingent liabilities:

Particulars As at As at March 31, March 31, 2010 2009

Rs. Rs.

Income tax demand in respect of

earlier year(s) under dispute 5,500,383 5,500,383

7. The current assets, loans and advances are stated at the value, which in the opinion of the Board, are realisable in the ordinary course of the business. Current liabilities and provisions are stated at the value payable in the ordinary course of the business.

8. Employee Benefits

As per Accounting Standard – 15 "Employee Benefits" the disclosure of employee benefits is given below:

a) Defined Contribution Plan: The amount of contribution to provident fund and ESIC recognized as expenses during the year is Rs.2,577,971(Previous Year - Rs.446,715)

9. Segment information

The activities of the Company comprises of only one business segment viz Construction. The Company operates in only one geographical segment viz India. Hence the Company’s financial statement also represents the segmental information.

10. Related party disclosures

i. Name of the related party and description of relationship

A Enterprise where control exists

i) Subsidiaries - Supreme Infrastructure BOT Private Limited

- Supreme Manor Wada Bhiwandi Infrastructure Private Limited

B Other related parties with whom the Company had transactions, etc.

i) Joint ventures - Supreme - MBL JV

- Petron - Supreme JV

- Supreme - Siddhi JV

ii) Key management personnel (KMP) - Mr. Bhawanishankar Sharma

- Mr. Vikram Sharma

- Mr. Vikas Sharma

iii) Company in which (ii) above have significant influence - Supreme Housing & Hospitality Private Limited ii. Transactions with related parties

11. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at March 31, 2010. This information as required to be disclosed under the Micro, Small and 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. This has been relied upon by the statutory auditors.

12. a) The Company allotted 2,000,000 warrants of Rs.10 each at a premium of Rs. 50 per warrant on preferential basis to promoter and one of the existing share holders pursuant to the approval of the members by special resolution at the Extra Ordinary General Meeting of the Company held on June 26, 2009. The warrant holders shall be entitled to apply for converting these warrants at anytime after the date of allotment of warrants but before the expiry of 18 months from the date of allotment of such warrants. Upon exercise of the right to apply for equity shares, the warrant holders will be liable to make the payment of 75% of the issue price. The Board upon receipt of the entire amount will allot one equity share per warrant.

b) An amount of Rs. 30,000,000 (equivalent to 25% of the issue price) is received on account of allotment of 2,000,000 share warrants of face value of Rs.10 each. The issue proceeds have been utilised for meeting the fund requirements of the existing and new businesses and for working capital requirements.

13. Mobilisation advances include amounts taken from customers for project related expenses. These advances are subsequently adjusted at pre-determined rates from the bills raised on the customers.

14. Previous years figures have been regrouped, wherever considered necessary. The audit for the previous year was carried out solely by one of the joint auditors, M/s Shah & Kathariya, Chartered Accountants.

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