Notes to Accounts of Apex Buildsys Ltd.

Mar 31, 2014

NOTE # 1

A. COMPANY OVERVIEW

Era Buildsys Limited was incorporated as a Public Limited Company under the name and style of Era Financial Services (India) Limited on 6th January, 1993 with the office of Registrar of Companies NCT of Delhi & Haryana and obtained the Certificate of Commencement of Business on 2nd February, 1993 from the office of Registrar of Companies NCT of Delhi & Haryana. W.e.f. 20th September, 2006 it changed its name to Era E-Zone (India) Limited consequent upon change in its Main Objects. The company further changed its name to Era Buildsys Limited w.e.f. 1st November, 2013 as per sanctioned scheme of amalgamation/arrangement. Presently Company is engaged in the business of Pre engineered buildings, Multiplexes/Cineplexes, Food Court and real estate etc. The Company''s registered office is situated at B-39, Ground Floor, Friends Colony (West), New Delhi-110065

The shares of the Company are listed on the Bombay Stock Exchange, Mumbai.

a. Term loan of Rs. 100 Crore from ICICI bank carries interest @14.00% p.a.. The loan is repayable in 24 quarterly installments of Rs. 416.67 Lacs each starting from 21st Feb, 2012 & interest is payable at monthly rest. The Loan is secured by first pari passu charge over entire fixed assets and second pari passu charge over current assets both present and future of the company including equitable mortgage of factory land & Building at plot no. 11, sector 9, Integrated Industrial Estate, Pant Nagar (Uttarakhand), Plot No D-3, MIDC, Umred, Nagpur (Maharashtra) and personal Guarantee of Shri H.S. Bharana (Chairman) & Corporate guarantee by M/s Era Infra Engineering Limited. Installment of Rs. 416.67 Lacs for forth quarter due on 21st Feb, 2014 is pending for payment.

b. Term loan of Rs. 17 Crore from ICICI bank carries interest @13.00% p.a.. The loan is repayable in 16 quarterly installments of Rs. 106.25 Lacs each starting from 18th Feb, 2015 & interest is payable at monthly rest. The Loan is secured by first pari passu charge over entire fixed assets and second pari passu charge over current assets both present and future of the company including equitable mortgage of factory land & Building at plot no. 11, sector 9, Integrated Industrial Estate, Pant Nagar (Uttarakhand), Plot No D-3, MIDC, Umred, Nagpur (Maharashtra) and personal Guarantee of Shri H.S. Bharana (Chairman) & Corporate guarantee by M/s Era Infra Engineering Limited.

c. Term loan of Rs. 8 Crore from The Jammu & Kashmir Bank Ltd. Bank carries [email protected]% p.a.. The loan is repayable in 8 quarterly installments of Rs. 100 Lacs each starting from 30th June, 2014 & interest is payable at monthly rest. This loan is secured by Equitable mortgage of Land of third party

d. Term loan of Rs. 38 Crore from The Jammu & Kashmir Bank Ltd. Bank carries interest @14.00% p.a.. The loan is repayable in 12 quarterly installments of Rs. 316.67 Lacs each starting from December, 2015 & interest is payable at monthly rest. The Loan is secured by first pari passu charge over entire fixed assets and second pari passu charge over current assets both present and future of the company and personal Guarantee of Shri H.S. Bharana (Chairman) & Corporate guarantee by M/s Era Infra Engineering Limited. NOC from others bank are pending.

e. Term loan from others are secured by hypothecation of respective assets. This loan is repayable in monthly installment from the date of receiving of loan.

a. Cash credit facilities of Rs. 12,000 Lacs from banks are secured by hypothecation of Company''s entire stock of Raw Material, Stores, Spares, Stock in Process Finished Goods etc. lying in factory, godowns, elsewhere and including goods in transit and all present and future book-debts / receivables on pari passu basis and personal guarantee of Shri H.S. Bharana (Chairman) and corporate guarantee by M/s Era Infra Engineering Limited. These facilities are further collaterally secured by second pari passu charge on the all fixed assets of company and pledge of 1,40,52,507 fully paid up equity shares of Rs. 2 each of the company held by Era Infra Engineering Ltd & Era Housing & Developers (India) Ltd.

b. The company has taken overdraft facility of Rs. 1500 Lacs from ICICI Bank Ltd. This facility is secured by first pari passu charge on all the movable and immovable Fixed Assets of the company other than those exclusively charged and personal guarantee of Shri H.S. Bharana (Chairman) and corporate guarantee by M/s Era Infra Engineering Limited. NOCs from working capital lenders for securitization of the said facility are in process.

c. The company has taken Domestic Factoring Facility of Rs. 1400 lacs from IFCI Factors Ltd. @ 14.5%. This facility is secured by personal Guarantee of Mr. H.S. Bharana (Chairman)

d. Due to default in payment of loan & interest, the same is categarised by State Bank of Mysore and State Bank of patiala as NPA.

e. The details of defaults in repayment of loans and interest at the reporting date are as under,

NOTE # 2

Contingent Liabilities not provided for:

a. In respect of guarantees and letters of credit issued by bank and outstanding as at 31st March, 2014 is Rs. 2083.22 Lacs (net of margin) (Prev. Year Rs. 5,692.25 Lacs (Net of Margin).

b. The company has executed bonds aggregating to Rs. 1072.95 Lacs in favour of Jurisdictional Deputy Commissioner of Customs, against Import of Capital Goods at concessional rates under EPCG scheme for which the Company has agreed to fulfill Export obligation for Rs. 3328.78 Lacs within a period of eight/six years from the date of issue of respective EPCG license. The total outstanding export obligation as on 31st March, 2014 is Rs. 657.30 Lacs and liability in respect thereof till the year ended 31st March, 2014 is Rs. 86.65 Lacs.

c. In respect of Sales Tax amounting to Rs. 785.17 Lacs (P.Y. Rs. 318.97 Lacs) for pending statutory forms.

NOTE # 3

Capital Commitment

Estimated amounts of Contracts remaining to be executed on Capital Account (Net of Advances) Rs. 151.25 Lacs (Previous Year Rs. 264.15 Lacs).

NOTE # 4

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

NOTE # 5

In the opinion of Board of Directors, none of the assets/cash generating units of the company is impaired.

NOTE # 6

Related Party Disclosures

(As identified and certified by the Management)

Related party disclosure as required under Accounting Standard -18 "Related Party Disclosure" issued by the Institute Chartered Accountants of India is given below:

(a) Wholly Owned Subsidiaries Silverline Cinemas Private Limited

(b) Associate companies & Joint Ventures Era T & D Limited

Era Infra - Buildsys (JV)

(c) Individual exercising significant influence and occupying key management position and their relatives:

Sh. H. S. Bharana (Chairman)

Sh. Amit Bharana (Whole time Director w.e.f. 05.11.2013

Sh. Anil Kumar Seth (Whole time Director w.e.f. 05.11.2013 to 14.02.2014)

Sh. Gaurav Chopra (Manager till 05.11.2013)

NOTE # 7

The company had made investment amounting to Rs. 81.86 Lacs in Silverline Cinemas Private Limited. The Networth of the company is Rs. 1.56 Lacs. The company is expecting profit in coming years. Therefore the diminution in the value of investment is temporary in nature.

NOTE # 8

Previous year''s figures have been reworked, regrouped, rearranged & reclassified to conform to those of current year''s figures wherever necessary.

NOTE # 9

Figures are nearest rupees in lacs.

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Mar 31, 2013

A. COMPANY OVERVIEW

Era Buildsys Ltd. was incorporated as a Public Limited Company under the name and style of Era Financial Services (India) Limited on 6th January, 1993 with the office of Registrar of Companies NCT of Delhi & Haryana and obtained the Certificate of Commencement of Business on 2nd February, 1993 from the office of Registrar of Companies NCT of Delhi & Haryana. W.e.f. 20th September, 2006 it changed its name to Era E-Zone (India) Limited consequent upon change in its Main Objects. The company further changed its name to Era Buildsys Ltd. w.e.f. 1st November, 2013 as per the sanctioned scheme of amalgamation / arrangement. Presently Company is engaged in the business of Pre- engineered building Multiplexes/Cineplexes and real estate etc.

The shares of the Company are listed on the Bombay Stock Exchange, Mumbai.

NOTE # 1

Contingent Liabilities not provided for:

a. In respect of guarantees and letters of credit issued by bank and outstanding as at 31st March, 2013 is Rs. 5692.55 Lacs (net of margin) [Prev. Year Rs. 5,544.03 Lacs (net of Margin)].

b. The company has executed bonds aggregating to Rs. 1072.95 Lacs in favour of Jurisdictional Deputy Commissioner of Customs, against Import of Capital Goods at concessional rates under EPCG scheme for which the Company has agreed to fulfill Export obligation for Rs. 3328.78 Lacs within a period of eight/six years from the date of issue of respective EPCG license. The total outstanding export obligation as on 31st March, 2013 is Rs. 657.30 Lacs and liability in respect thereof till the year ended 31st March, 2013 is Rs. 86.65 Lacs.

c. In respect of sales tax amounting to Rs. 318.97 Lacs for pending statutory forms.

NOTE # 2

Capital Commitment

2.1 Estimated amounts of Contracts remaining to be executed on Capital Account (Net of Advances) Rs. 264.15 (Previous Year Rs. 201.51 Lacs).

NOTE # 3 Segment reporting :

SEGMENT REPORTING

Based on the guiding principles giving in the accounting standard (AS-17) on segment reporting issued by the Institute of Chartered Accountants of India, the primary segment of the company are Metal Products & Allied Services, Real Estate business & Entertainment Business.

NOTE # 4

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

NOTE # 5

In the opinion of Board of Directors, none of the assets/cash generating units of the company is impaired.

NOTE # 6

Related Party Disclosures

( As identified and certified by the Management )

Related party disclosure as required under Accounting Standard -18 ''''Related Party Disclosure'''' issued by the Institute Chartered Accountants of India is given below:

(a) Wholly Owned Subsidiaries Silverline Cinemas Private Limited

(b) Associate companies & Joint Ventures Era Infra Engineering Limited

Era T & D Limited

Era Infra - Buildsys (JV)

(c) Individual exercising significant influence and occupying key management position and their relatives: Sh. H.S. Bharana (Chairman)

Sh Gaurav Chopra (Manager in Era E Zone India Ltd.)

NOTE # 7

In accordance with Accounting Standard (AS) 14, the company reports that: The Hon''ble High Court of Delhi, vide its Order dated 31.07.2013, has sanctioned the composite scheme of Arrangement / Amalgamation of Era Buildsys Ltd. with Era E Zone (India) Ltd. subject to terms and conditions laid down in its said order. In the said sanctioned scheme, the appointed date of amalgamation of the two companies is 01.04.2012. The effect of this event after the Balance Sheet date, materially affecting the balances of assets and liability of the company as on 31.03.2013., has been taken into consideration while preparing the financial accounts of the merged company.

NOTE # 8

(1) Particulars of Scheme Sanctioned

A) To Amalgamate Era Buildsys Ltd. with Era E Zone (India) Ltd. by issuing 541 equity shares of Rs. 10/- each Era E zone (India) Ltd. for every 100 equity shares of Rs. 10/- each held in Era Buildsys Ltd.

B) Post merger, each Equity Share of face value of Rs. 10/- each of the Era E Zone (India) Ltd. shall stand reduced to face value of Rs. 2/- each as an integral part of this Scheme of Arrangement.

C) In terms of the said sanctioned scheme the name of Era E-Zone (India) Limited has been changed to Era Buildsys Limited w.e.f. 1st November, 2013.

(2) Effective date of amalgamation : 26.09.2013

(3) Method of accounting used to reflect amalgamation: Under the pooling of interest method

(4) Names and general Nature of Business:

(a) Era Buildsys Ltd. : Manufacturing of pre-engineered building blocks

(b) Era E Zone (India) Ltd. : Business of running of malls, Cineplex''s, real estate etc.

(5) In Terms of Composite Scheme of Arrangement / amalgamation (Scheme) Sanctioned by the order dated 31.07.2013 of the Hon''ble High Court of Delhi , Era Buildsys Ltd. has been amalgamated with the company w.e.f. 1st April, 2012.

In Accordance with the said scheme:

(a) The assets, liabilities, rights and obligation of the amalgamating company (i.e. Era Buildsys Ltd.) have been vested with the company w.e.f. 1st April, 2012 and have been recorded at their book value under the pooling of interest method

(b) 4,48,12,956/- equity shares of Rs. 10/- each are to be issued as fully paid up, to the shareholder of Era Buildsys Ltd. whose name are registered in the register of members on the record date. Pending allotment of such shares have been shown as " Equity Share Suspense"

(c) As per the Scheme the difference between the value of net assets of Era Buildsys Ltd. transferred to Era E Zone (India) Ltd., over the face value of New Equity Shares issued by Era E Zone (India) Ltd. will be adjusted to General Reserve Account. The amount credited to General Reserve is as follows:

NOTE # 9

Previous year''s figures have been reworked, regrouped, rearranged & reclassified to conform to those of current year''s figures wherever necessary. Pursuant to order dated 31.07.2013 of High Court, Delhi for effecting amalgamation of ERA BUILDSYS LIMITED with ERA E-ZONE (INDIA) LIMITED, the current year figures are considered after having effect of amalgamation. The previous year figures are not comparable as the current year figures pertains to merged entity.

NOTE # 10

Figures are nearest rupees in lacs.

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Mar 31, 2012

A. COMPANY OVERVIEW

Era E-Zone (India) Limited was incorporated as a Public Limited Company under the name and style of Era Financial Services (India) Limited on 6th January, 1993 with the office of Registrar of Companies NCT of Delhi & Haryana and obtained the Certificate of Commencement of Business on 2nd February, 1993 from the office of Registrar of Companies NCT of Delhi & Haryana. W.e.f. 20th September, 2006 it changed its name to Era E-Zone (India) Limited consequent upon change in its Main Objects. Presently Company is engaged in the business of running of Multiplexes/Cineplexes, Food Court and real estate etc. However, the company is now entering into manufacturing of pre-engineered building blocks and other allied areas and has amended the main object clause of its Memorandum of Association accordingly. The Company's registered office is situated at 153, Okhla Industrial Estate, Phase-III, New Delhi-110020

The shares of the Company are listed on the Bombay Stock Exchange, Mumbai.

a Terms/right attached to Equity shares

The company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends only in Indian rupees.

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

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

*Term Loan from Yes Bank Ltd was secured against exclusive charge on whole of the movable assets relating to 9 screens & 3 food court and current assets of the Company, both present and future pertaining to units at various locations.

1. Capital and other commitments

Estimated Value of Contracts in Capital account remainning to be executed & not provided for Rs. 201,51,022 (P.Y Rs. 201,51,022) net of advances.

2. Contingent Liabilities

NIL (Previous Year - NIL)

3. SEGMENT REPORTING

Based on the guiding principles giving in the accounting standard (AS-17) on segment reporting issued by the Institute of Chartered Accountants of India, the primary segment of the company were Real Estate business, Trading activities & Entertainment Business.

4. Related Party Disclosures

Related Parties With Whom Transactions Have Taken Place During The Year

a. Wholly Owned Subsidiaries: Silverline Cinemas Private Limited

b. Associates: Era Landmarks Ltd.(Till 05.01.11)

c. Key Management Personnel: Mr. H.S. Bharana -Chairman

Mr. Amit Bharana - Managing Director till 31.05.2011 Mr. Gaurav Chopra - Manager w.e.f. 01.06.2011

5. a) During the year Company issued 1,80,00,000 convertible warrants to Non Promoters on Preferential basis and out of them 127,00,000 warrants have been converted into equal number of equity shares.

6. In the opinion of the board of directors, all the current assets, loans & advances have value of realisation in the ordinary course of business at least equal to the amount at which they are stated except those are expressly stated and that all the known liabilities relating to the period under review have been provided for.

7. In the opinion of the board, none of the assets/ cash generating units of the company is impaired.

8. Expenditure/Earnings in foreign currency-Nil

9. There are no payments due to Micro, Small & Medium Enterprise.

10. Provisions for diminution in the value of Non Current Investments has not been made as in the opinion of the board, such diminution is temporary.

11. Parties balance is subject to confirmation from them.

12. Previous Years Figures

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