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Notes to Accounts of IL&FS Engineering & Construction Company Ltd.

Mar 31, 2021

225.000 (March 31,2020 : 225,000) 6% cumulative redeemable preference shares (CRPS) of Rs. 100 each fully paid-up total face value of Rs. 2.25 (March 31,2020 : Rs. 2.25) are classified as financial liability (Refer note 16)

3.750.000 (March 31,2020 : 3,750,000) 6% optionally convertible cumulative redeemable preference shares (OCCRPS) of Rs. 100 each fully paid-up total face value of Rs. 37.50 (March 31,2020 : Rs. 37.50) are classified as financial liability (Refer note 16)

(b) 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. 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 distributions will be in proportion to the number of equity shares held by the shareholders.

(c) Restrictions attached to equity shares

(i) As at March 31,2021,9,962,407 (March 31,2020: 9,962,407) equity shares held by the Promoters of the Company are under lock-in in terms of the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. The details of equity shares of the Company which are locked-in is given below:

(a) Lock-in created on April 8, 2015 for 9,795,846 equity shares upto April 29, 2018;

(b) Lock-in created on October 05, 2015 for 8,900,000 equity shares upto October 10, 2018; and

(c) Lock-in created on April 13, 2017 for 9,962,407 equity shares upto April 12, 2020

(ii) As per the Master Restructuring Agreement (MRA) entered into by the Company with its bankers, the promoter''s shareholding would be retained at a minimum of 26% of issued equity share capital of the Company at any point of time for a maximum period of four years from the effective date i.e. September 27, 2010. Further vide letter dated September 30, 2015, Infrastructure Leasing and Financial Services Limited confirmed that the promoters will not, without the prior written consent of the Bank, dilute its equity holding in the Company below 26% of the paid up equity share capital of the Company.

(d) Terms of preference shares

For rights, preferences and restrictions attached to 6% Cumulative Redeemable Preference Shares (CRPS) and 6% Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) of Rs. 100 each, classified as financial liability (refer note 16).

Preference shares of both classes carry a preferential right as to dividend over equity shareholders. The Company declares and pays dividends in Indian Rupees. The holder of preference shares are entitled to one vote per share only on resolutions placed before the Company which directly affect their rights attached to the preference shares. In the event of liquidation of the Company during the existence of preference shares, the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital.

(e) There were no bonus shares, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date.

225.000 (March 31,2020 : 225,000) 6% cumulative redeemable preference shares (CRPS) of Rs. 100 each fully paid-up total face value of Rs. 2.25 (March 31,2020 : Rs. 2.25) are classified as financial liability (Refer note 16)

3.750.000 (March 31,2020 : 3,750,000) 6% optionally convertible cumulative redeemable preference shares (OCCRPS) of Rs. 100 each fully paid-up total face value of Rs. 37.50 (March 31,2020 : Rs. 37.50) are classified as financial liability (Refer note 16)

(b) 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. 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 distributions will be in proportion to the number of equity shares held by the shareholders.

(c) Restrictions attached to equity shares

(i) As at March 31,2021,9,962,407 (March 31,2020: 9,962,407) equity shares held by the Promoters of the Company are under lock-in in terms of the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. The details of equity shares of the Company which are locked-in is given below:

(a) Lock-in created on April 8, 2015 for 9,795,846 equity shares upto April 29, 2018;

(b) Lock-in created on October 05, 2015 for 8,900,000 equity shares upto October 10, 2018; and

(c) Lock-in created on April 13, 2017 for 9,962,407 equity shares upto April 12, 2020

(ii) As per the Master Restructuring Agreement (MRA) entered into by the Company with its bankers, the promoter''s shareholding would be retained at a minimum of 26% of issued equity share capital of the Company at any point of time for a maximum period of four years from the effective date i.e. September 27, 2010. Further vide letter dated September 30, 2015, Infrastructure Leasing and Financial Services Limited confirmed that the promoters will not, without the prior written consent of the Bank, dilute its equity holding in the Company below 26% of the paid up equity share capital of the Company.

(d) Terms of preference shares

For rights, preferences and restrictions attached to 6% Cumulative Redeemable Preference Shares (CRPS) and 6% Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) of Rs. 100 each, classified as financial liability (refer note 16).

Preference shares of both classes carry a preferential right as to dividend over equity shareholders. The Company declares and pays dividends in Indian Rupees. The holder of preference shares are entitled to one vote per share only on resolutions placed before the Company which directly affect their rights attached to the preference shares. In the event of liquidation of the Company during the existence of preference shares, the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital.

(e) There were no bonus shares, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date.

(a) The Company had obtained an approval for the Corporate Debt Restructuring (CDR) from the CDR Empowered Group in earlier years and the impact of the CDR scheme had been given in the financial statements of the year 2009-10.

(b) Indian rupee Term loans from banks to the extent of Rs. 34.41 (March 31, 2020: Rs. 38.81) carries an interest @ 11% p.a. The loan is repayable in 20 equal quarterly instalments commencing from June 30, 2014. These loans are secured by pari passu first mortgage and charge on the Company''s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment''s, machinery spares, tools, accessories, current assets both present and future except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others. Further, Indian rupee term loans to an extent of Rs. 44.00 (March 31, 2020: Rs. 45.08) carry an interest rate of : 9.85 % to 10.50 % p.a. (March 31,2020 : 9.85 % to 10.50 % p.a.). These loans are repayable in 4 years as per the schedule given below:

Particulars

%

Due dates

FY 2016-17

15

September 30, 2016, December 31 2016 and March 31,2017

FY 2017-18

35

Quarterly instalments due on June 30, September 30, December 31 and March 31 every year.

FY 2018-19

40

FY 2019-20

10

These loans are secured by pari passu first mortgage and charge on the Company''s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment''s, machinery spares, tools, accessories, current assets both present and future except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others. These loans are additionally covered by letter of comfort/undertaking support from Infrastructure Leasing and Financial Services Limited. During the year, the Company has defaulted in payment of interest and repayment of principal installment for above term loans.

(c) Vehicle loans from Non-Banking Financial Companies carry interest @ 13.50% to 16.48% p.a. (March 31,2020 : 13.50% to 16.48% p.a.). These loans are repayable in equated monthly installments over the tenure of 24 months to 60 months from the date of disbursement of loan. Vehicle loans are secured by hypothecation of vehicles purchased out of the loan taken.

(d) Secured loans from Infrastructure Leasing and Financial Services Limited, related party amounting to Rs. 721.31 (March 31, 2020: Rs. 721.31) carry interest @ 12% to 13% p.a. These loans carry an option to reset the interest rate after every 12 months from the date of first disbursement and 12 months thereafter by giving 30 days clear notice to the Company. Out of the above, loan to the extent of Rs. 334.79 (March 31,2020 Rs. 334.79) is repayable in three annual installments of 30%, 30% and 40% after 60 months from the date of first disbursement and is secured by way of pari passu pledge of investments in preference shares of Bangalore Elevated Tollway Private Limited, sharing of charge with IL&FS Financial Services Limited on a pari passu basis on the equity shares of Gautami Power Limited and Pass Through Certificates issued by Maytas Investment Trust with IL&FS Financial Services Limited and negative lien on sub-ordinate loan given to Bangalore Elevated Tollway Private Limited. Out of the above, loan of Rs. 153.07 (March 31, 2020 : Rs. 153.07) is additionally secured by second charge on Inter-Corporate Deposits given to Hill County Properties Limited (HCPL) along with accumulated interest thereon and second charge on loans given to and equipment hire charges receivable from Terra Infra Limited along with accumulated interest thereon.

Loan to the extent of Rs. 266.00 (March 31,2020 : 266.00) is repayable in three annual installments of 30%, 30% and 40% after 36 months from the date of first disbursement and secured by second charge on Inter Corporate Deposits of Rs. 343.78 provided by the Company. Of these, loan of Rs. 196.00 (March 31, 2020 : 196.00) is additionally secured by way of second charge on net receivables from a road project to the extent of Rs. 40.00. Loan to the extent of Rs. 40.00 (March 31, 2020 : Rs. 40.00) is repayable in three annual installments of 30%, 30% and 40% after 36 months from the date of first disbursement and secured by way of hypothecation on second charge basis of the Loans and Advances (including interest accrued) provided by the Company to Cyberabad Expressway Limited & Pondicherry Tindivanam Tollway Limited and investment in Maytas Infra Saudi Arabia Company (Limited Liability Company). Loan to the extent of Rs. 80.52 (March 31, 2020 : Rs. 80.52) is repayable in three annual installments of 30%, 30% and 40% after 36 months from the date of first disbursement and secured by way of second charge on current assets of the Company. Out of the above, loan to the extent of Rs. 38.50 (March 31,2020 : Rs. 38.50) is additionally secured by way of second charge on fixed assets of the Company. During the year, the Company has defaulted in payment of interest and repayment of principal installment for above loans.

(a) The Company had obtained an approval for the Corporate Debt Restructuring (CDR) from the CDR Empowered Group in earlier years and the impact of the CDR scheme had been given in the financial statements of the year 2009-10.

(b) Indian rupee Term loans from banks to the extent of Rs. 34.41 (March 31, 2020: Rs. 38.81) carries an interest @ 11% p.a. The loan is repayable in 20 equal quarterly instalments commencing from June 30, 2014. These loans are secured by pari passu first mortgage and charge on the Company''s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment''s, machinery spares, tools, accessories, current assets both present and future except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others. Further, Indian rupee term loans to an extent of Rs. 44.00 (March 31, 2020: Rs. 45.08) carry an interest rate of : 9.85 % to 10.50 % p.a. (March 31,2020 : 9.85 % to 10.50 % p.a.). These loans are repayable in 4 years as per the schedule given below:

Particulars

%

Due dates

FY 2016-17

15

September 30, 2016, December 31 2016 and March 31,2017

FY 2017-18

35

Quarterly instalments due on June 30, September 30, December 31 and March 31 every year.

FY 2018-19

40

FY 2019-20

10

These loans are secured by pari passu first mortgage and charge on the Company''s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment''s, machinery spares, tools, accessories, current assets both present and future except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others. These loans are additionally covered by letter of comfort/undertaking support from Infrastructure Leasing and Financial Services Limited. During the year, the Company has defaulted in payment of interest and repayment of principal installment for above term loans.

(c) Vehicle loans from Non-Banking Financial Companies carry interest @ 13.50% to 16.48% p.a. (March 31,2020 : 13.50% to 16.48% p.a.). These loans are repayable in equated monthly installments over the tenure of 24 months to 60 months from the date of disbursement of loan. Vehicle loans are secured by hypothecation of vehicles purchased out of the loan taken.

(d) Secured loans from Infrastructure Leasing and Financial Services Limited, related party amounting to Rs. 721.31 (March 31, 2020: Rs. 721.31) carry interest @ 12% to 13% p.a. These loans carry an option to reset the interest rate after every 12 months from the date of first disbursement and 12 months thereafter by giving 30 days clear notice to the Company. Out of the above, loan to the extent of Rs. 334.79 (March 31,2020 Rs. 334.79) is repayable in three annual installments of 30%, 30% and 40% after 60 months from the date of first disbursement and is secured by way of pari passu pledge of investments in preference shares of Bangalore Elevated Tollway Private Limited, sharing of charge with IL&FS Financial Services Limited on a pari passu basis on the equity shares of Gautami Power Limited and Pass Through Certificates issued by Maytas Investment Trust with IL&FS Financial Services Limited and negative lien on sub-ordinate loan given to Bangalore Elevated Tollway Private Limited. Out of the above, loan of Rs. 153.07 (March 31, 2020 : Rs. 153.07) is additionally secured by second charge on Inter-Corporate Deposits given to Hill County Properties Limited (HCPL) along with accumulated interest thereon and second charge on loans given to and equipment hire charges receivable from Terra Infra Limited along with accumulated interest thereon.

Loan to the extent of Rs. 266.00 (March 31,2020 : 266.00) is repayable in three annual installments of 30%, 30% and 40% after 36 months from the date of first disbursement and secured by second charge on Inter Corporate Deposits of Rs. 343.78 provided by the Company. Of these, loan of Rs. 196.00 (March 31, 2020 : 196.00) is additionally secured by way of second charge on net receivables from a road project to the extent of Rs. 40.00. Loan to the extent of Rs. 40.00 (March 31, 2020 : Rs. 40.00) is repayable in three annual installments of 30%, 30% and 40% after 36 months from the date of first disbursement and secured by way of hypothecation on second charge basis of the Loans and Advances (including interest accrued) provided by the Company to Cyberabad Expressway Limited & Pondicherry Tindivanam Tollway Limited and investment in Maytas Infra Saudi Arabia Company (Limited Liability Company). Loan to the extent of Rs. 80.52 (March 31, 2020 : Rs. 80.52) is repayable in three annual installments of 30%, 30% and 40% after 36 months from the date of first disbursement and secured by way of second charge on current assets of the Company. Out of the above, loan to the extent of Rs. 38.50 (March 31,2020 : Rs. 38.50) is additionally secured by way of second charge on fixed assets of the Company. During the year, the Company has defaulted in payment of interest and repayment of principal installment for above loans.

(e) Secured loans from IL&FS Financial Services Limited, related party amounting to Rs. 128.40 (March 31,2020 : Rs. 128.40) the terms of which are as follows:

(i) Loan to the extent of Rs. 80.40 (March 31, 2020 : Rs. 80.40) carries interest @ 13% p.a. compounded on an annual basis and also carries an option to reset the interest rate after every 12 months from the date of first disbursement and every 12 months thereafter by giving 30 days clear notice to the Company. Loan is repayable in three annual installments of 30%, 30% and 40% after 36 months from the date of first disbursement.

(ii) Loan to the extent of Rs. 48.00 (March 31,2020 : Rs. 48.00) carries interest @ 13% p.a linked to variation in IFIN benchmark rate of 16% p.a. and is repayable at the end of 36 months from the date of first disbursement.

Loan of Rs. 80.40 (March 31, 2020 : Rs. 80.40) is secured by way of pari passu pledge of investments in preference shares of Bangalore Elevated Tollway Private Limited, sharing of charge with Infrastructure Leasing and Financial Services Limited on a pari passu basis on the equity shares of Gautami Power Limited and Pass Through Certificates issued by Maytas Investment Trust and negative lien on sub-ordinate loan given to Bangalore Elevated Tollway Private Limited. Further, Rs. 48.00 carries same security for which charge is yet to be created. During the year, the Company has defaulted in payment of interest and repayment of principal installment for above loans.

(f) Secured Loan from IL&FS Airports Limited (w.e.f June 19, 2018 assigned from Bhopal e-Governance Limited), related party of Rs. 30.60 (March 31,2020 : Rs. 30.60) carries interest @ IFIN benchmark rate (16% p.a. currently) 0.25% p.a. This loan is repayable at the end of 36 months from the date of first disbursement and is secured by Second Pari Passu charge by hypothecation of the present and future current assets of the borrower (including but not limited to book debts, operating cash flows, receivables, loans and advances, deposits, investments, commission and revenues of whatsoever nature and whenever arising), created from the proceeds of facility and providing a cover of 1.0 x at all times during the facility. During the previous year, as per the Assignment and Novation Agreement dated June 19, 2018, loans from Bhopal e-Goverance Limited has been has unconditionally and irrecovacbly transferred, assigned and conveyed to IL&FS Airports Limited with all the right, title and interest together with all its security interest in the above loan facility. During the year, the Company has defaulted in payment of interest.

(g) Unsecured loan from Infrastructure Leasing and Financial Services Limited, related party of Rs. 933.75 (March 31, 2020 : Rs. 933.75) carries interest @ 12% p.a. which is payable quarterly in arrears. Loan is to be repaid at the end of 24 months from the date of first disbursement. During the year, the Company has defaulted in payment of interest and repayment of principal installment for above loans.

(h) Unsecured loan from Rohtas Bio Energy Limited, related party of Rs. 62.00 (March 31, 2020 : Rs. 62.00) carries interest at prevaling IFIN Benchmarking rate which is currently 16% p.a. which is payable quarterly in arrears. Loan is to be repaid at the end of 24 months from the date of first disbursement. During the year, the Company has defaulted in payment of interest.

(i) Unsecured loan from RIDCOR Infra Projects Limited of Rs. 20.00 (March 31, 2019 : Rs. 20.00) carries interest ranging from @ 16% p.a. which is payable quarterly in arrears and the interest rate, as stated above, will be linked to IFIN Benchmark rate (IBMR) which is currently at 16% p.a., i.e., at prevailing IBMR, and would vary to the extent of variation in IBMR. Loan is to be repaid at the end of 24 months from the date of first disbursement. During the year, the Company has defaulted in payment of interest.

(j) Finance lease obligation was secured by hypothecation of plant and machinery taken on lease. The interest rate implicit in the lease is 14% p.a. The gross investment in lease, i.e., lease obligation plus interest, is payable in 4 years.

(k) Terms of 6% cumulative redeemable preference shares

On December 06, 2010, the Company had allotted 5,749,500 6% CRPS of Rs. 100 each fully paid as per the terms of MRA entered with Bankers. CRPS carry cumulative dividend of 6% p.a. The Company had further allotted 236,280 CRPS of Rs. 100 each as fully paid bonus shares to the holders of initial CRPS in the ratio of 1:24.33 (i.e. one fully paid CRPS of Rs. 100 each for every 24.33 CRPS held) on September 29, 2011. The aforesaid CRPS were redeemed on the due date i.e., March 31, 2015. The Company had also allotted 1,500,000 CRPS to the holders of OCCRPS on September 29, 2011 as fully paid bonus shares in the ratio of 1:16.67 i.e. (one fully paid CRPS of Rs. 100 each for every 16.67 OCCRPS held). The redemption schedule of these bonus CRPS is - 30% on September 30, 2012; 15% each on September 30, 2013 and September 30, 2015; 20% each on September 30, 2014 and September 30, 2016. The 30% bonus CRPS (450,000 CRPS of Rs. 100 each) which were due for redemption on September 30, 2012 were purchased by IL&FS Trust Company Limited (ITCL), being the Trustee of Maytas Investment Trust (MIT), on September 29, 2012.

The Company had extended the redemption period of these preference shares by a period of 3 years with an early redemption right with the Company before the extended period of 3 years by giving 30 days notice period to the shareholders. These shares have been redeemed on September 30, 2015. The 15% Bonus CRPS (225,000 CRPS of Rs. 100 each) which were due for redemption on September 30, 2013 were purchased by ITCL being the Trustee of MIT on September 30, 2013. The Company has extended the redemption period of these preference shares by a period of 6 years with an early redemption right with the Company before the extended period of 6 years by giving 30 days notice period to the shareholders. The 20% Bonus CRPS (300,000 CRPS of Rs. 100 each) which were due for redemption on September 30, 2014 were redeemed by the Company on March 23, 2015, as per the terms of the issue, as amended. The 15% bonus CRPS (225,000 CRPS of Rs.100 each) which were due for redemption on September 30, 2015, have been redeemed on due date. The 20% bonus CRPS (300,000 CRPS of RS. 100 each) which were due for redemption on September 30, 2016 were redeemed by the Company on March 28, 2017, within the extended period for redemption granted by CRPS holders. The Company has defaulted in the redemption of these CRPS to the extent of 225,000 CRPS of Rs. 100 each which were due for redemption on Septermber 30, 2019 (refer Note 50). "

(l) Terms of 6% optionally convertible cumulative redeemable preference shares

On March 31, 2011, the Company had allotted 25,000,000 OCCRPS of Rs. 100 each fully paid as per the terms of MRA entered with bankers. OCCRPS carry cumulative dividend of 6%. Out of total 25,000,000 OCCRPS of Rs. 100 each, 30% i.e. 7,500,000 OCCRPS of Rs. 100 each have been converted into 12,417,218 equity shares on September 30, 2012, as per the terms of MRA. There is no further conversion option attached to these OCCRPS. The balance 17,500,000 OCCRPS of Rs. 100 each shall be redeemed at par in four tranches from September 30, 2013 to September 30, 2016. The schedule of redemption is as below:

Date of redemption Number of shares to be redeemed Amount to be redeemed

30-Sep-13 * 37,50,000 37.50

30-Sep-14 # 50,00,000 50.00

30-Sep-15 ~ 37,50,000 37.50

30-Sep-16 @ 50,00,000__5000_

Total__1,75,00,000__175.00_

* The OCCRPS which were due for redemption on September 30, 2013 were purchased by IL&FS Trust Company Limited (ITCL), being the Trustee of Maytas Investment Trust, on September 30, 2013. The Company has extended the redemption period of these preference shares by a period of 6 years with an early redemption right with the Company before the extended period of 6 years by giving 30 days notice period to the shareholders. The Company has defaulted in the redemption of these OCCRPS to the extent of 3,750,000 OCCRPS of Rs. 100 each which were due for redemption on Septermber 30, 2019 (refer Note 50)

# The OCCRPS were redeemed on March 23, 2015, as per the terms of the issue, as amended.

~ The OCCRPS were redeemed on due date, as per the terms of the issue.

@ The OCCRPS were redeemed on March 28, 2017, within the extended period for redemption granted by

OCCRPS holders.

The Company''s expsosure to liquidity risks related to borrowings is disclosed in Note 47.

(a) Cash credit from banks are repayable on demand and carries interest @ 9% p.a. to 13.80% p.a. (March 31,2020: 9% p.a. to 13.80% p.a. ). These loans are secured by pari passu first mortgage and charge on the Company''s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment''s, machinery spares, tools, accessories, current assets both present and future, except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others.

Loans aggregating to Rs. 253.68 (March 31,2020 : Rs. 254.64) have additionally been secured by personal guarantee given by the Ex-Vice Chairman of the Company, Mr. B Teja Raju.

Loans aggregating to Rs. 249.84 (March 31,2020 : Rs. 251.06) additionally carry letter of comfort/support undertaking from Infrastructure Leasing and Financial Services Limited.

(b) Unsecured loan from related parties Rs. 150.99 (March 31,2020 : Rs. 150.99) carries interest ranging from @ 15.50% p.a. to 16.50% p.a. (March 31,2020: @ 15.50% p.a. to 16.50% p.a) which is payable quarterly in arrears. Loan is to be repaid at the end of 12 months from the date of first disbursement.

Provision for Estimated future loss on projects

The projects in progress as at March 31,2021 have been evaluated for future loss, if any, based on estimates relating to cost-to complete the same. Based on such evaluation, the Company has provided for estimated future losses to an extent of Rs. 132.24 (March 31,2020: Rs. 91.30).

Provision for Liquidated damages

Liquidated damages are levied as per the terms of the contract for delayed execution of works or delayed achievement of agreed milestones. For all projects in progress, the management has estimated the probability of levy of liquidated damages, if any, based on completion date as per the contract, extension of time granted by the customer, etc.

30. Going Concern

The Company has accumulated loss of Rs. 3,007.90 as at March 31,2021 (as at March 31,2020: Rs. 2,722.25). The Company has incurred loss of Rs. 285.64 during the year ended March 31,2021. Company''s net worth has been fully eroded and the current liabilities exceed its current assets as at the balance sheet date by Rs. 3,738.25 (March 31,2020: Rs. 3,499.77). A major portion of the existing projects being executed by the Company are nearing completion / or approaching their end of term, which is likely to result in significant reduction in the Company''s operating revenue thereafter. During the current and earlier year, the Company has defaulted on various loans to the lenders of the Company, including borrowings from promoter group entities.

(All amounts in Rs. Crore except for share data or as otherwise stated)

As indicated in Note 31(v), the Reconstituted Board of Directors of IL&FS filed various status reports to National Company Law Tribunal (NCLT) and in one of such reports, all the group entities of IL&FS have been categorized into Green/Amber/ Red entities and the Company was categorized under the Group “Red” implying that the Company is unable to meet its contractual, statutory and debt obligations. The Company is currently not settling payments existing prior to the date of reconstitution of Board of Directors of IL&FS to its Financial Creditors and the Operational Creditors.

Adverse developments in promoter group entities impacted the operations of the company and also resulted in cancellation/ termination/suspension/foreclosure of certain contracts with customers. The accompanying financial statements have been prepared on going concern basis based on cumulative impact of certain steps taken by the Reconstituted Board and the support received from NCLAT for bringing in a period of calm during the resolution process. Based on this the business can be predicted to be operative for the following 12 months and there is no threat of liquidation or closure.

Further, the Reconstituted Board is in the process of finalising a comprehensive approach to manage the current situation including sale of existing equity share holding by IL&FS Group. In this process, the Reconstituted Board, as part of resolution process for the Company, has invited expression of interest for acquiring the equity stake in the Company. Based on the cumulative impact of above stated matters/factors and support received from NCLAT the management prepared the financial statements on a going concern basis.

31. Contingent liability

(a) Contingent liabilities on account of pending litigations

S. No.

Particulars

As at

March 31,2021

As at

March 31,2020

(i)

Claims against the Company not acknowledged as debts (interest, if any, not ascertainable after date of order)

12.11

24.66

(ii)

Direct taxes under dispute *

39.82

39.82

(iii)

Indirect taxes under dispute **#

104.71

120.66

*Income tax demand mainly comprises of demand from the Income Tax authorities upon completion of their assessment upto the financial year 2017-18. The tax demands are mainly on account of classification of waiver of interest and principal amount of loan as revenue receipt which has been considered as capital receipt by the Company, disallowance of expenditure incurred towards extra works/Labour cost on projects, disallowance of expenditure on which TDS is not deducted or short deducted, etc.

**The demands raised by the Sales Tax authorities and Central Excise and Service Tax authorities are mainly towards enhancement of taxable turnover due to certain disallowances, change in classification of services provided by the Company, interpretation of the provisions of the Acts etc.

#Excludes Rs. 6.52 (March 31,2020: Rs. 6.52) where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. All these cases are under litigation and are pending with various authorities, and the expected timing of resulting outflow of economic benefits cannot be specified.

(iv) The Company formed Himachal Joint Venture (HJV) to execute an EPC project with National Hydro Power Corporation (Client). HJV subcontracted this work to SSJV Projects Private Limited (SSJV) and the work had been executed to the extent of Rs. 262.45 by SSJV. Due to the geographical conditions at site, work could not be done at the rates prescribed in the contract. HJV invoked arbitration clause for delays and extra-ordinary geological occurrence in executing the project. The Client en-cashed bank guarantees for an amount of Rs. 216.40 provided by SSJV and issued winding up notice to the Company as well as other joint venture partners. The Company vide its letter dated July 29, 2013 replied to the said notice stating that the matter is disputed and subjudice and would not be legally tenable. Client had filed a winding-up petition against Company and Joint venture partner vide CP 73/2014, which was dismissed. No appeal has been filed by client so far.

(v) Investigations etc by the Regulatory / Investigative Agencies:

Subsequent to adverse developments at Infrastructure Leasing and Financial Services Limited (“IL&FS”) and IL&FS group level, as stated in earlier years, various regulatory and investigatory authorities are seeking information from the company as part of their investigations since 2018-19 onwards. Company and the present management are cooperating with the respective authorities and submitting the information as sought from time to time.

Further, as per the directions of the Reconstituted Board of IL&FS, forensic audit also has been initiated for select entities including this Company. The forensic auditors submitted their final reports during May 2021 detailing certain potential anomalies in the financial statements and operations of the Company. The report has been hosted on the Company''s websites and also filed with stock exchanges, submitted to SFIO etc. Based on the said report SFIO is seeking additional information from the Company and also requested the statutory auditors of the Company past and present to submit their audit working files.

32. Commitments:

(a) Capital Commitments:

Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for Rs. Nil (March 31,2020: Nil).

(b) Other Commitments:

i. The Company has made a commitment to make additional investment of Rs. 49.64 (March 31, 2020: Rs. 49.64) in Maytas Infra Saudi Arabia Company Limited Liability Company. Based on the latest available management certified financial statements of the aforesaid subsidiary as on March 31, 2018, the net worth of the subsidiary is fully eroded and the Company may have potential obligation to share further liabilities of the said subsidiary, which is undeterminable at this stage. As the Company has not received any communication to meet any potential obligation to share further liability of the said subsidiary no provisions have been made in the books. On receipt of any communication in this regard, the Company will engage with the other shareholder of the subsidiary for a final settlement. ii. Under a sponsors'' support agreement, the Company (a co-sponsor) has obligation to the lenders'' of a Special Purpose Vehicle (SPV), whose 26.10% Equity is held by Maytas Investment Trust (MIT), until financial year ending 2027-28, to meet shortfall in Debt service coverage ratio of the SPV on a term loan of Rs. 279.83 (March 31,2020: Rs. 279.83)"

33. Segment reporting :

The Company''s operations fall into a single business segment “Construction and Infrastructure Development” and in accordance with Ind AS 108 - Operating Segments, segment information with respect to geographical segment has been given in the consolidated financial statements of the Company, therefore no separate disclosure on segment information is given in these financial statements.

34. Disclosure pursuant to Ind AS 115 "Revenue from Contracts with Customers"

(a) Disaggregation of revenue:

The Company recognises revenue from contracts with customers which includes Government and NonGovernment customers, for construction / project activities over a period of time. During the year substantial part of the Company''s business has been carried out in India.

The credit period towards trade receivables generally ranges between 30 to 180 days. Further the customer retains certain amounts as per the contractual terms which usually fall due on the completion of defect liability period (DLP) of contract. These retentions are made to protect the customer from the Company failing to adequately complete all or some of its obligations under the contract. Contract assets are initially recognised for revenue earned from transfer of goods and services but not billed to customer because the work completed has to meet technical requirements as well as various milestones as set out in the contract with customers. Upon fulfilling the said requirements and acceptance by the customer, the amounts recognised as contract assets are reclassified to trade receivables. A contract liability is the obligation to transfer goods or services to a customer for which the Company has received advance payments from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the consideration received. Contract liabilities include advances received from customers towards mobilisation of resources, purchase of materials, etc. and advance billing.

Impairment losses recognised on contract assets and trade receivables have been disclosed in note 7 (ii) Revenue recognised during the year from opening balance of contract liabilities amounts to Rs. 36.83

(c) Reconciling the amount of revenue recognised in the statement of profit and loss with the contracted price

There is no difference in the contract price negotiated and the revenue recognised in the statement of profit and loss for the current year. There is no significant revenue recognised in the current year from performance obligations satisfied in previous periods.

(d) Performance obligation

The transaction price allocated to the remaining performance obligations is Rs. 880.30, which will be recognised as revenue over the respective project durations. Generally the project duration of contracts with customers is be 2 to 5 years.

35. Retirement benefits

(a) Disclosures related to defined contribution plan:

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident fund and Employees'' State Insurance contribution (ESI) , which are defined contribution plans. The contribution are charged to the Statement of profit and loss as they accrue.

(b) Disclosures related to defined benefit plan:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days last drawn salary for each completed year of service. The scheme is funded with Life Insurance Corporation of India.

The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at the balance sheet date.

(i) The discount rate is based on the prevailing market yield on Government Securities as at the balance sheet date for the estimated term of obligations.

(ii) The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets and Company''s policy for plan asset management.

(iii) 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.

Leases:

The Company has entered into a lease agreement for its Head Office at Sanali Info Park(1st Floor) on 01st Sep 2019, for a period of three years having Lockin period of 2 years. The Impact on account of implementation of Ind AS 116 on this lease arrangement is summarised as below. The Company also has certain leases of temporary site offices, guest houses and plant and machinery with lease terms of 12 months or less and leases of temporary site offices with low value. The Company applies the ‘short-term lease'' and ‘lease of low-value assets'' recognition exemptions for these leases.

Capital management

Refer Note No. 30 and 31(v) which states the normal business operation of the Group as they existed under the previous years have ceased and the reconstituted board is undertaking steps for revival and restoration of operation of company. The Group has defaulted in respect of several of its loan obligations. The company remained over leveraged and is in discussion with its lenders to restructure its borrowings and is committed to taking necessary steps to meet its repayment obligations.

The capital structure of the company consist of Net Debt of Rs. 2,602.21 (March 31 2020: Rs. 2,604.73) and total equity of Rs. (2,591.37) (March 31,2020: Rs. (2,306.44))

In the earlier years, pursuant to the Debt Restructuring Programme, the Company had settled an irrevocable trust, namely, Maytas Investment Trust (Trust). The objective of the Trust was to dispose certain underlying investments held and settle the liability towards the Pass Through Certificate (PTC), wherein the Company was also a contributory. Value of Investment in the PTC issued by the Company was Rs. 259.67. Further, the Company has receivables from the investee entities in the form of loans and advances and investments aggregating to Rs. 101.20.

Based on the valuation reports furnished by external valuers, during the earlier year, the Company has recognised an impairment of Rs. 259.67 towards diminution in the value of PTC. During the previous year, due to certain developments that occurred in the said ultimate investee entity, the Company had recognised an impairment of Rs. 46.11 towards diminution in the value of loans and advances including interest. However, the Company is confident of recovery of the carrying value of balance advances given to the investee entities.

B. Measurement of fair values

(i) Valuation techniques and significant unobservable inputs

The carrying amounts of financial assets and liabilities other than those valued at Level 1 and Level 2 are considered to be the same as their fair values due to the current and short term nature of such balances and no material differences in the values.

(ii) Levels 1,2 and 3

Level 1 : It includes Investment in equity shares that has a quoted price and which are actively traded on the stock exchanges. It is been valued using the closing price as at the reporting period on the stock exchanges.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

Financial risk management objective

Refer Note No. 30 and 31(v) which states the normal business operation of the company as they existed under the previous years have ceased and the reconstituted board is undertaking steps for revival and restoration of operation of company. Accordingly, the company is in process of setting up mechanism to address risk including market risk, credit risk, liquidity risk, interest rate risk Credit risk

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the company. The company is exposed to the credit risk from companie''s receivables from customers, contract assets (Unbilled revenue) and loans and advances given. Due to development outline in note no. 31(v) and note no. 54 the receivable, contract asset and loans given by the company have been substantially impaired/written off.

Liquidity risk

During the current year and previous year, the company has defaulted in its interest and principal obligations. Accordingly in terms of loan agreements, all long term liabilities on account of interest and principal is classified as current liabilities.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company''s exposure to market risk is primarily on account of foreign currency exchange rate risk.

• Interest rate risk

The company is exposed to interest rate risk as it borrows funds at both fixed and floating interest rates. Due to the matters discussed in note no. 52, the company has not accrued interest expense post October, 2018. Accordingly, interest rate sensitivity analysis is not disclosed. The average interest rate on short-term bank deposits during the year was 6.40% (March 31,2020: 6.40%).

• Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. The Company''s presentation currency is the Indian Rupees. The Company''s exposure to foreign currency arises in part when the Company holds financial assets and liabilities denominated in a currency different from the functional currency of the entity.

48. Trade receivables and Contract assets (Retention Money and Project work in progress):

a) Balances under trade receivables, retention money and project work in progress (PWIP) include long pending dues relating to the completed projects, amounting to Rs 54.13 , Rs 26.90 and Rs 33.62 respectively. Management is communicating and discussing with customers for recovery of these monies. Based on the internal assessment, the management is of the view that no further provision is required to be made.

b) Retention money as at March 31, 2021 Rs. 433.86. As per contractual terms, these retention monies can be receivable by the Company, primarily after completion of Defective Liability Period (DLP). The Company has not received any claims under defect liability clause and is confident of recovery of the carrying value of the same irrespective of termination/foreclosure/disputes, hence no further provision is required to be made.

c) PWIP include Rs 252.63 (including interest receivable, trade receivable and retention money recognized in earlier years thereon and net of mobilization advance and interest payable on mobilization advance) represents amounts receivable from a customer as per the arbitration award in favour of the Company. The customer has referred the matter further to High Court of Delhi.

d) PWIP also include Rs.15, represents contract assets recognized during the year on certain completed projects as final bills based on the discussion with the respective customers. Management expects to convert these projects working progress to certified revenue and recover the same.

49. Inter-Corporate Deposits:

Prior to April 1,2009, the erstwhile promoters had given certain Inter Corporate Deposits (ICDs) to various companies aggregating to Rs. 343.78. Of the foregoing, documentary evidences had been established that, for an amount of Rs 323.78, the then Satyam Computer Services Limited (SCSL) was the ultimate beneficiary and for which a claim together with compensation receivable had been lodged by the Company. During the earlier years, SCSL had merged into Tech Mahindra Limited (TML) pursuant to a Scheme of Arrangement u/s.391-394 of the Companies Act, 1956. As provided in the Scheme and as per the Judgment of Hon''ble High Court of Andhra Pradesh on the said Scheme, the aforesaid amount in books of SCSL was transferred to TML. The Company, through its subsidiaries, preferred an Appeal before the Division Bench of Hon''ble High Court of Andhra Pradesh against the single judge''s Order approving the merger scheme of SCSL which is pending as on date. TML, in its Audited Financial Statement for the year ended March 31, 2021 continued to disclose as “Suspense Account (Net) Rs. 1,230.40” as disclosed by SCSL earlier. Management is of the opinion that the claim made by the Company on SCSL is included in the aforesaid amount disclosed by TML in its Audited Financial Statements. The Company is confident of recovering the said ICDs together with compensation due thereon from SCSL/TML. Further, based on internal evaluation and legal opinion, documentary evidences available with the Company and in view of the observations of the Special Court in its verdict dated April 9, 2015 on the criminal case filed by the Central Bureau of Investigation, confirming that an amount of Rs. 1,425 was transferred to SCSL through the intermediary companies, out of which an amount of Rs. 1,230.40 continues to subsist with SCSL. During the previous year, the Company had recognised a impairment of Rs. 323.78 towards diminution in the value of these ICD Considering the uncertainty in recovering the ICDs in future.”

50. Default in redemption of preference shares and dividend thereon:

In the earlier years, the Company has issued 37,50,000, 6% optionally convertible cumulative redeemable preference shares (OCCRPS) of Rs 100 each, aggregating to Rs 37.50 were outstanding as on September 30, 2019. All these OCCRPS were purchased by ILFS Trust Company Limited (ITCL), now Vistara ITCL India Limited, being the trustee of Maytas Investment Trust. As per various agreements/extensions, all these OCCRPS were due for redemption as on September 30, 2019. The Company defaulted in the repayment of these OCCRPS. Further, the Company has also defaulted in repayment of dividend of Rs 15.79. Dividend payable defaulted in the books as on March 31, 2021, Rs 15.79.

51. Confirmation of Balances:

As at March 31, 2021, fund based borrowings availed by the Company aggregates to Rs 2,629.40. These include borrowings from promoter group entities, aggregating to Rs 2047.07. The Company neither serviced principal amounts and /or interest payments, wherever applicable. Further, borrowings to the extent of Rs.387.89 were not conformed by lenders. Adjustments to principal and interest, if any, will be recognized in the period of final settlement.

Also, the Company has not received confirmation of balances for amount recivable from customers and parties to whom advances have been made by the Company for supply of services/goods (note no 12) and trade payables (note no 18). Further, the balances under these items are subject to reconciliation. The management is confident that the settlement of these balances will be made at the carrying amounts and no provision is required at present. Adjustments for variances, if any will be made in the year of settlement.

52. Interest Expense:

Consequent to the matters referred in note no 30 and 31(v) above and in terms of the resolution framework process, the proposal made is that liabilities relating to the relevant IL&FS Group Entity, including interest, default interest, indemnity claims and additional charges, whether existing at or relating to a period after the Cut-Off Date (October 15, 2018) should not continue to accrue.

Ongoing resolution process is in line with the orders issued by Hon''ble National Company Law Appellate Tribunal. The Company is in anticipation of obtaining necessary approval for concession/waivers from lenders has neither paid nor recognized interest, aggregating to Rs. 428.17 approximately (excluding penal interest etc.) for year ended March 31, 2021. Interest so far not recognized as payable as at March 31,2021 aggregates to Rs 862.67 approximately (excluding penal interest etc.).

53. Compliant lodged with the Commissioner of Police (Economic Offence Wing, Hyderabad)

The management of the Company has directed internal auditor of the Company to carry out a special audit relating to one of the projects being executed by the Company. Based on the report submitted by the internal auditor, the Board of Directors have instructed to lodge a complaint with Economic Offence Wing, Hyderabad for further investigation and appropriate actions against the persons involved causing loss if any to the Company.

. Exceptional item

Country wide lockdown announced by the Government of India to curb spread of Covid 19 has resulted in slow down of progress of Companies certain ongoing projects. This resulted in additional cost. Based on the internal assessment, the management has recognized an amount aggregating to Rs. 47.58 as additional cost and the same was disclosed as exceptional item.

The SARS -CoV-2 virus responsible for Covid - 19 continues to spread across the globe and India, which has contributed to a significant decline in global and local economic activities. The extent to which the Covid 19 pandemic will impact the company’s results will depend on future developments, which are uncertain, including, among other things, any new information concerning the severity of the Covid 19 pandemic and any action to contain its spread or mitigate its impact whether government -mandated or elected by the Company.

Deferred Tax: amounting to Rs. 242.99 as at March 31,2021 (Rs. 242.99 as at March 31,2020), recognized by the Company in earlier years. The same is being retained as the Company is in the process of finalizing resolution plan which if approved and implemented is likely to generate enough profits in subsequent years which can setoff deferred tax asset.

Figures for the previous year have been regrouped/reclassified to confirm to the figures of the current year.

All amounts less than Rs. 0.01 have been disclosed as Rs. 0.00.


Mar 31, 2018

1. Corporate information:

IL&FS Engineering and Construction Company Limited ("IECCL or "the Company") is a public company domiciled in India. The Company is primarily engaged in the business of erection / construction of roads, irrigation projects, buildings, oil & gas infrastructure, railway infrastructure, power plants, power transmission & distribution lines including rural electrification and development of ports. The equity shares of the Company are listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited ("BSE").

2. Basis for preparation of financial statements:

A. Statement of compliance

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

The financial statements up to and for the year ended March 31, 2017 were prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended), notified under Section 133 of the Act and other relevant provisions of the Act.

As these are the Company’s first standalone financial statements prepared in accordance with Indian Accounting Standards (Ind AS), Ind AS 101, First-time Adoption of Indian Accounting Standards has been applied. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance is provided in note 49.

The standalone financial statements were authorised for issue by the Company’s Board of Directors at its meeting held on May 30, 2018.

Details of the Company’s accounting policies are included in Note 3.

B. Functional and presentation currency

These standalone financial statements are presented in Indian Rupees (Rs.), which is also the Company’s functional currency. All amounts have been rounded-off to two decimal places to the nearest crores, unless otherwise indicated.

C. Basis of measurement

The standalone financial statements have been prepared on the historical cost basis expect for the following items:

D. Use of estimates and judgements

In preparing these standalone financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively,

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending March 31, 2018 is included in the following notes:

- Note 35 - measurement of defined benefit obligations: key actuarial assumptions;

- Notes 13, 20 and 31 - recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources;

- Note 4 - useful life and depreciation of property, plant and equipment

- Note 5 - useful life and amortisation of intangible assets.

- Note 6 to 9 - impairment of financial assets. Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the standalone financial statements is included in the following notes:

- Note 11 and 22 - The Company uses the percentage-of-completion method (POCM) in accounting for its long term construction contracts. Use of POCM requires the Company to estimate the contract revenue and total cost to complete a contract. Changes in the factors underlying the estimation of the contract revenue and total contract cost could affect the amount of revenue recognized.

- Note 13 - Deferred tax assets are recognized for unused unabsorbed depreciation to the extent it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax asset that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

- Note 7, 8, 9 and 11 - Determining the amount of expected credit loss on financial assets (including trade receivables, loans and unbilled revenue).

E. Measurement of fair values

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

- In the principal market for the asset or liability or

- In the absence of a principal market, in most advantageous market for the asset or liability

The Principal or the most advantageous market must be accessible by the Company,

The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financials statement are categories within in the fair value hierarchy described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

- Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities

- Level 2: Valuation techniques for which the lowest level inputs that is significant to the fair value measurement is directly or indirectly observable

- Level 3: Valuation techniques for which the lowest level inputs that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

External valuers are involved for valuation of significant assets, such as properties and significant liabilities, such as contingent consideration.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Further information about the assumptions made in the measuring fair values is included in the following notes:

- Note 40 - share-based payments

- Note 48 - financial instruments.

1. Plant and machinery - construction equipment includes shuttering and scaffolding material [Rs. 51.05 (March 31, 2017 : Rs. 48.28, April 1, 2016 : Rs.33.51)].

Net block value of this shuttering and scaffolding material is Rs. 31.65 (March 31, 2017 : Rs. 37.95, April 1, 2016 : Rs. 33.51).

2. Plant and machinery - construction equipment includes equipment given on operating lease 3. Plant and machinery - construction equipment includes purchased on Finance lease

Aggregate amount of provision for diminution in value of investments is Rs.9.52 (March 31, 2017: Rs.9.52, April 1, 2016: Rs.8.78)

*Pledged in favour of Infrastructure Leasing and Financial Services Limited and IL&FS Financial Services Limited

**In the previous year, Rs.25.37 of sub-debt given to Bangalore Elevated Tollway Private Limited (BETPL) was converted into 0.001% non-covertible debentures as at March 31, 2017, which were credited into the Company’s demat account during the current year.

@ Hypothecated to Infrastructure Leasing and Financial Services Limited

* includes Inter-corporate deposits to Angeerasa Greenfields Private Limited (a subsidiary of the Company) Rs.50 (March 31, 2017 : Rs.50, April 1, 2016 : Rs. 50) (Refer note 37).

@ During the previous year, loan given to BETPL amounting to Rs.25.37 had been converted to 0.001% non-convertiable debentures as at March 31, 2017, which were credited into the Company demat account during the current year, hence classified under Investments during the year.

#Security deposit (current) for the year includes Rs.81.64 (March 31, 2017: Rs. Nil and April 1, 2016: Rs. Nil) of short-term deposits placed with related parties (Refer note 37),

225.000 (March 31, 2017 : 225,000, April 1, 2016 : 525,000) 6% cumulative redeemable preference shares (CRPS) of Rs.100 each fully paid-up total face value of Rs.2.25 (March 31, 2017 : Rs.2.25 and April 1, 2016 : Rs.5.25) are classified as financial liability (Refer note 16)

3.750.000 (March 31, 2017 : 3,750,000, April 1, 2016 : 8,750,000) 6% optionally convertible cumulative redeemable preference shares (OCCRPS) of Rs.100 each fully paid-up total face value of Rs.37.50 (March 31, 2017 : Rs.37.50 and April 1, 2016 : Rs.87.50) are classified as financial liability (Refer note 16)

(b) The Company has also issued Employee Stock Option Scheme (ESOS) plan for its employees. Terms attached to ESOS plan are described in note 40.

(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.

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 distributions will be in proportion to the number of equity shares held by the shareholders.

(d) Restrictions attached to equity shares

(i) As at March 31, 2018, 28,658,253 (March 31, 2017: 55,400,884) equity shares held by the Promoters of the Company are under lock-in in terms of the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. The details of equity shares of the Company which are locked-in is given below:

(a) Lock-in created on April 8, 2015 for 9,795,846 equity shares upto April 29, 2018;

(b) Lock-in created on October 05, 2015 for 8,900,000 equity shares upto October 10, 2018; and

(c) Lock-in created on April 13, 2017 for 9,962,407 equity shares upto April 12, 2020

Further, lock-in created for 26,742,631 equity shares on February 22, 2017 was released on October 31, 2017.

(ii) As per the Master Restructuring Agreement (MRA) entered into by the Company with its bankers, the promoter’s shareholding would be retained at a minimum of 26% of issued equity share capital of the Company at any point of time for a maximum period of four years from the effective date i.e. September 27, 2010. Further vide letter dated September 30, 2015, Infrastructure Leasing and Financial Services Limited confirmed that the promoters will not, without the prior written consent of the Bank, dilute its equity holding in the Company below 26% of the paid up equity share capital of the Company,

(e) Terms of preference shares

For rights, preferences and restrictions attached to 6% Cumulative Redeemable Preference Shares (CRPS) and 6% Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) of Rs.100 each, classified as financial liability, (refer note 16),

Preference shares of both classes carry a preferential right as to dividend over equity shareholders. The Company declares and pays dividends in Indian Rupees. The holder of preference shares are entitled to one vote per share only on resolutions placed before the Company which directly affect their rights attached to the preference shares. In the event of liquidation of the Company during the existence of preference shares, the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital.

(f) There were no bonus shares, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date.

Nature and purpose of other reserves

Securities premium account

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

(a) The Company had obtained an approval for the Corporate Debt Restructuring (CDR) from the CDR Empowered Group in earlier years and the impact of the CDR scheme had been given in the financial statements of the year 2009-10.

(b) Indian rupee Term loans from banks to the extent of Rs.59.62 (March 31, 2017: Rs.119.88, April 1, 2016 : Rs.179.44) carries an interest @ 11% p.a. The loan is repayable in 20 equal quarterly instalments commencing from June 30, 2014. These loans are secured by pari passu first mortgage and charge on the Company’s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipments, machinery spares, tools, accessories, current assets both present and future except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others.

Further, Indian rupee term loans to an extent of Rs.63.99 (March 31, 2017: Rs.109.08, April 1, 2016 : Rs.128.44) carry an interest rate of : 10.10% to 10.65% p.a. (March 31, 2017 : 10.10% p.a. to 10.60% p.a., April 1, 2016 : 10.10% p.a. to 11.15% p.a). These loans are repayable in 4 years as per the schedule given below:

These loans are secured by pari passu first mortgage and charge on the Company’s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipments, machinery spares, tools, accessories, current assets both present and future except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others. These loans are additionally guaranteed by letter of comfort from Infrastructure Leasing and Financial Services Limited.

(c) Vehicle loans from Non-Banking Financial Companies carry interest @ 13.50% to 16.48% p.a. (March 31, 2017 : 14.51% to 16.70%, April 1, 2016 : 13% to 18.39% p.a.). These loans are repayable in equated monthly installments over the tenure of 24 months to 60 months from the date of disbursement of loan. Vehicle loans are secured by hypothecation of vehicles purchased out of the loan taken.

(d) Secured loans from Infrastructure Leasing and Financial Services Limited, related party amounting to Rs.909.60 (March 31, 2017: Rs.1,012.86 and April 1, 2016: Rs.983.61) carry interest @ 12% to 13% p.a. These loans carry an option to reset the interest rate after every 12 months from the date of first disbursement and 12 months thereafter by giving 30 days clear notice to the Company.

Out of the above, loan to the extent of Rs.421.60 (March 31, 2017 Rs.421.60, April 1, 2016 : Rs.421.60) is repayable in three annual installments of 30%, 30% and 40% after 60 months from the date of first disbursement and is secured by way of pari passu pledge of investments in preference shares of Bangalore Elevated Tollway Private Limited, sharing of charge with IL&FS Financial Services Limited on a pari passu basis on the equity shares of Gautami Power Limited and Pass Through Certificates issued by Maytas Investment Trust and negative lien on sub-ordinate loan given to Bangalore Elevated Tollway Private Limited. Out of the above, loan of Rs.162.00 (March 31, 2017 : Rs.162.00, April 1, 2016 : Rs.162.00) is additionally secured by second charge on Inter-Corporate Deposits given to Hill County Properties Limited (HCPL) along with accumulated interest thereon and second charge on loans given to and equipment hire charges receivable from Terra Infra Limited along with accumulated interest thereon.

Loan to the extent of Rs.296.00 (March 31, 2017 : Rs.375.00, April 1, 2016 : Rs.375.00) is repayable in three annual installments of 30%, 30% and 40% after 36 months from the date of first disbursement and secured by second charge on Inter Corporate Deposits of '' 343.78 provided by the Company. Of these, loan of Rs.196.00 (March 31, 2017 : Rs.280.00, April 1, 2016 : Rs.280.00) is additionally secured by way of second charge on net receivables from a road project to the extent of Rs.40.00.

Loan to the extent of Rs.70.00 (March 31, 2017 : Rs.98.30, April 1, 2016 : Rs.98.30) is repayable in three annual installments of 30%, 30% and 40% after 36 months from the date of first disbursement and secured by way of hypothecation on second charge basis of the Loans and Advances (including interest accrued) provided by the Company to Cyberabad Expressway Limited & Pondicherry Tindivanam Tollway Private Limited and investment in Maytas Infra Saudi Arabia Company (Limited Liability Company).

Loan to the extent of Rs.122.00 (March 31, 2017 : Rs.117.96, April 1, 2016 : Rs.88.71) is repayable in three annual installments of 30%, 30% and 40% after 36 months from the date of first disbursement and secured by way of second charge on current assets of the Company. Out of the above, loan to the extent of Rs.55.00 (March 31, 2017 : Rs.55.00, April 1, 2016 : Rs.43.00) is additionally secured by way of second charge on fixed assets of the Company.

(e) Secured loans from IL&FS Financial Services Limited, related party amounting to Rs.128.40 (March 31, 2017 : Rs.188.71, April 1, 2016 : Rs.181.21) the terms of which are as follows:

(i) Loan to the extent of Rs.80.40 (March 31, 2017 : Rs.140.71, April 1, 2016 : Rs.Nil) carries interest @ 13% p.a. compounded on an annual basis and also carries an option to reset the interest rate after every 12 months from the date of first disbursement and every 12 months thereafter by giving 30 days clear notice to the Company. Loan is repayable in three annual installments of 30%, 30% and 40% after 36 months from the date of first disbursement.

(ii) Loan to the extent of Rs.48.00 (March 31, 2017 : Rs.48.00, April 1, 2016 : Rs.Nil) carries interest @ 13% p.a linked to variation in IFIN benchmark rate of 16% p.a. and is repayable at the end of 36 months from the date of first disbursement.

Loan of Rs.80.40 (March 31, 2017 : Rs.140.71, April 1, 2016 : Rs.181.21) is secured by way of pari passu pledge of investments in preference shares of Bangalore Elevated Tollway Private Limited, sharing of charge with Infrastructure Leasing and Financial Services Limited on a pari passu basis on the equity shares of Gautami Power Limited and Pass Through Certificates issued by Maytas Investment Trust and negative lien on sub-ordinate loan given to Bangalore Elevated Tollway Private Limited. Further, Rs.48.00 carries same security for which charge is yet to be created.

(f) Secured Loan from Bhopal e-Governance Limited, related party of Rs.30.60 (March 31, 2017 : Rs.30.60, April 1, 2016 : Rs.Nil) carries interest @ IFIN benchmark rate (16% p.a. currently) 0.25% p.a. This loan is repayable at the end of 36 months from the date of first disbursement and is secured by Second Pari Passu charge by hypothecation of the present and future current assets of the borrower (including but not limited to book debts, operating cash flows, receivables, loans and advances, deposits, investments, commission and revenues of whatsoever nature and whenever arising), created from the proceeds of facility and providing a cover of 1.0 x at all times during the facility.

(g) Unsecured loan from Infrastructure Leasing and Financial Services Limited, related party of Rs.438.90 (March 31, 2017 : Rs.Nil, April 1, 2016 : Rs.Nil) carries interest @ 12% p.a. which is payable quarterly in arrears. Loan is to be repaid at end of 24 months from the date of first disbursement.

(h) Unsecured loan from Rohtas Bio Energy Limited, related party of Rs.62.00 (March 31, 2017 : Rs.Nil, April 1, 2016 : Rs.Nil) carries interest at prevaling IFIN Benchmarking rate which is currently 16% p.a. which is payable quarterly in arrears. Loan is to be repaid at the end of 24 months from the date of first disbursement.

(i) Unsecured loan from others of Rs.20.00 (March 31, 2017 : Rs.Nil, April 1, 2016 : Rs.Nil) carries interest ranging from @ 16% p.a. which is payable quarterly in arrears and the interest rate, as stated above, will be linked to IFIN Benchmark rate (IBMR) which is currently at 16% p.a., i.e., at prevailing IBMR, and would vary to the extent of variation in IBMR. Loan is to be repaid at the end of 24 months from the date of first disbursement.

(j) Finance lease obligation is secured by hypothecation of plant and machinery taken on lease. The interest rate implicit in the lease is 14% p.a. The gross investment in lease, i.e., lease obligation plus interest, is payable in 4 years.

(k) Terms of 6% Cumulative Redeemable Preference Shares (CRPS)

On December 06, 2010, the Company had allotted 5,749,500 6% CRPS of Rs.100 each fully paid as per the terms of MRA entered with Bankers. CRPS carry cumulative dividend of 6% p.a. The Company had further allotted 236,280 CRPS of Rs.100 each as fully paid bonus shares to the holders of initial CRPS in the ratio of 1:24.33 (i.e. one fully paid CRPS of Rs.100 each for every 24.33 CRPS held) on September 29, 2011. The aforesaid CRPS were redeemed on the due date i.e., March 31, 2015.

The Company had also allotted 1,500,000 CRPS to the holders of OCCRPS on September 29, 2011 as fully paid bonus shares in the ratio of 1:16.67 i.e. (one fully paid CRPS of Rs.100 each for every 16.67 OCCRPS held). The redemption schedule of these bonus CRPS is 30% on September 30, 2012; 15% each on September 30, 2013 and September 30, 2015; 20% each on September 30, 2014 and September 30, 2016. The 30% bonus CRPS (450,000 CRPS of Rs.100 each) which were due for redemption on September 30, 2012 were purchased by IL&FS Financial Services Limited, on September 29, 2012. The Company had extended the redemption period of these preference shares by a period of 3 years with an early redemption right with the Company before the extended period of 3 years by giving 30 days notice period to the shareholders. These shares have been redeemed on September 30, 2015. The 15% Bonus CRPS (225,000 CRPS of Rs.100 each) which were due for redemption on September 30, 2013 were purchased by Vistra ITCL (India) Ltd (formerly IL&FS Trust Company Ltd), being the Trustee of Maytas Investment Trust, on September 30, 2013. The Company has extended the redemption period of these preference shares by a period of 6 years with an early redemption right with the Company before the extended period of 6 years by giving 30 days notice period to the shareholders. The 20% Bonus CRPS (300,000 CRPS of Rs.100 each) which were due for redemption on September 30, 2014 were redeemed by the Company on March 23, 2015, as per the terms of the issue, as amended. The 15% bonus CRPS (225,000 CRPS of ''100 each) which were due for redemption on September 30, 2015, have been redeemed on due date. The 20% bonus CRPS (300,000 CRPS of Rs.100 each) which were due for redemption on September 30, 2016 were redeemed by the Company on March 28, 2017, within the extended period for redemption granted by CRPS holders.

(l) Terms of 6% Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS)

On March 31, 2011, the Company had allotted 25,000,000 OCCRPS of Rs.100 each fully paid as per the terms of MRA entered with bankers. OCCRPS carry cumulative dividend of 6%. Out of total 25,000,000 OCCRPS of Rs.100 each, 30% i.e. 7,500,000 OCCRPS of Rs.100 each have been converted into 12,417,218 equity shares on September 30, 2012, as per the terms of MRA. There is no further conversion option attached to these OCCRPS. The balance 17,500,000 OCCRPS of Rs.100 each shall be redeemed at par in four tranches from September 30, 2013 to September 30, 2016. The schedule of redemption is as below:

* The OCCRPS which were due for redemption on September 30, 2013 were purchased by Vistra ITCL (India) Ltd (formerly IL&FS Trust Company Ltd), being the Trustee of Maytas Investment Trust, on September 30, 2013. The Company has extended the redemption period of these preference shares by a period of 6 years with an early redemption right with the Company before the extended period of 6 years by giving 30 days notice period to the shareholders.

# The OCCRPS were redeemed on March 23, 2015, as per the terms of the issue, as amended.

~ The OCCRPS were redeemed on due date, as per the terms of the issue.

@ The OCCRPS were redeemed on March 28, 2017, within the extended period for redemption granted by OCCRPS holders. The Company’s expsosure to liquidity risks related to borrowings is disclosed in Note 48.

(a) Cash credit from banks are repayable on demand and carries interest @ 9% p.a. to 14% p.a. (March 31, 2017: 9% p.a. to 13.80% p.a, April 1, 2016: 9% p.a. to 14.50% p.a.). These loans are secured by pari passu first mortgage and charge on the Company’s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipments, machinery spares, tools, accessories, current assets both present and future, except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others.

Loans aggregating to Rs.240.62 (March 31, 2017 : Rs.244.42, April 1, 2016 : Rs.233.22) have additionally been secured by personal guarantee given by the Ex-Vice Chairman of the Company, Mr. B Teja Raju.

Loans aggregating to Rs.216.87 (March 31, 2017 : Rs.231.77, April 1, 2016 : Rs.216.15) additionally carry letter of comfort from Infrastructure Leasing and Financial Services Limited.

(b) Unsecured loan from related party Rs. Nil (March 31, 2017 : Rs. Nil, April 1, 2016 : Rs.21.01) carried interest Nil (March 31, 2017: Nil, April 1, 2016: 14% p.a. to 15% p.a.) with an original tenor of 3 months. This had been extended by 11 months until September 30, 2015 and further by 10 months until July 31, 2016. Interest on these facilities was payable at monthly rests. The loan was repaid during the year ended March 31, 2017.

(c) Unsecured loan from related party Rs.99.00 (March 31, 2017 : Rs.50.00 Nil, April 1, 2016 : Rs. Nil) carried interest ranging from @ 15.50% p.a. to 16.5% p.a. (March 31, 2017: 15.52% p.a. to 16% p.a., April 1, 2016: Nil) which is payable quartary in arrears. Loan is to be repaid at the end of 12months from the date of first disbursement

(d) Unsecured loan from others of Rs.200.00 (March 31, 2017 : Rs. Nil, April 1, 2016 : Rs. Nil) carries interest @ 10.85% p.a. which is payable monthly in arrears. Loan is to be repaid at the end of 6 months from the date of first disbursement and extendable by 2 terms of 6 months each,

The Company’s expsosure to liquidity risks related to borrowings is disclosed in Note 48,

*Includes interest of Rs. Nil (March 31, 2017: Rs.1.19, April 1, 2016: Rs.1.34) not debited by bankers in the cash credit accounts, inspite of instructions issued by the Company,

The Company’s exposure to liquidity risks related to above financial liabilities is disclosed in note 48,

A. Provision for Estimated future loss on projects

The projects in progress as at March 31, 2018 have been evaluated for future loss, if any, based on estimates relating to cost-to complete the same. Based on such evaluation, the Company has provided for estimated future losses to an extent of Rs.48.24 (March 31, 2017: Rs.51.22, April 1, 2016 : Rs.43.22) in terms of the requirements of Ind AS 11 "Construction Contracts” as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 of the Companies Act, 2013,

B. Provision for Liquidated damages

Liquidated damages are levied as per the terms of the contract for delayed execution of works or delayed achievement of agreed milestones. For all projects in progress, the Management has estimated the probability of levy of liquidated damages, if any, based on completion date as per the contract, extension of time granted by the customer, etc,

3. Going Concern

The Company has accumulated loss of Rs.279.55 as at March 31, 2018 (as at March 31, 2017: Rs.286.47, April 1, 2016: Rs.291.50), its net worth has been substantially eroded, there are uncertainties on recovery of its investments/inter corporate deposits/ dues from customers, etc. and the Company’s current liabilities exceed its current assets as at the balance sheet date by Rs.1,086.88 (March 31, 2017: Rs.601.09, April 1, Rs.246.01). Management has taken significant steps for revival and restoration of operations of the Company. Based on the business plan and following mitigating factors, the management is confident that the Company will be able to generate profits in future years and meet its financial obligations as they arise:

(a) The Company has significant order book as at March 31, 2018.

(b) The promoter group comprising of Infrastructure Leasing and Financial Services Limited (IL&FS) and IL&FS Financial Services Limited (IFIN), has advanced loans to the tune of Rs.1,348.50 (March 31, 2017: Rs.1,012.86) and Rs.128.40 (March 31, 2017: Rs.188.71) respectively to support the liquidity position of the Company upto March 31, 2018. Further, the promoter has advanced loans to the extent of Rs.211.60 (March 31, 2017: Rs.80.60) through its group companies. The Company has an unutilized limit of Rs.47.20 (March 31, 2017: Rs.10.74) from IL&FS as at March 31, 2018. Also, there is an unutilised limit of BGs and LCs of Rs.182.74 (March 31, 2017: Rs.114.10) from IL&FS. IL&FS had provided a Letter of Comfort to the Consortium Bankers stating that it would use its best efforts to ensure that the Company would not default on any of its obligations to the bankers. Management is confident that the promoter group will continue the financial support to the Company to meet its obligation as they arise.

(c) During the year, the Company has received short-term facility from Credit Suisse AG Mumbai up to an amount of Rs.200 with a repayment schedule of 6 months (extendable by 2 terms of 6 months each). Further, based on future growth plan, the lead banker has assessed incremental fund based limit of Rs.200 and non-fund based limit of Rs.750 against which the Company has received sanctioned fund based limit of Rs.39 and non-fund based limit of Rs.262. The Company has unutilized fund based limit of Rs.78.46 (March 31, 2017: Rs.20.76) and non-fund based limit to the extent of Rs.201.88 (March 31, 2017: Rs.71.54) respectively from banks.

(d) The Company has received report from an independent Credit Rating Agency (CRA) on its long-term and short-term banking facilities, wherein the CRA has reaffirmed BBB- and A3 ratings for its long-term and short-term banking facilities respectively,

(e) The shareholders have approved issuance of Non-convertible debentures for an amount of Rs.300 on private placement basis.

(f) Based on its relationships with the lenders, management is also confident of maintaining short-term borrowings at current level and obtaining rollover of loans from group companies which are due for repayment within next 12 months.

Keeping in view, the abovementioned mitigating factors, these financial statements have been prepared on a going concern basis.

*Income tax demand mainly comprises of demand from the Income Tax authorities upon completion of their assessment upto the financial year 2010-11. The tax demands are mainly on account of classification of waiver of interest and principal amount of loan as revenue receipt which has been considered as capital receipt by the Company, disallowance of expenditure incurred towards extra works/labour cost on projects, disallowance of expenditure on which TDS is not deducted or short deducted, etc.

**The demands raised by the Sales Tax authorities and Central Excise and Service Tax authorities are mainly towards enhancement of taxable turnover due to certain disallowances, change in classification of services provided by the Company interpretation of the provisions of the Acts etc.

#Excludes Rs.6.52 (March 31, 2017: Rs.8.68, April 1, 2016: Rs.8.31) where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. All these cases are under litigation and are pending with various authorities, and the expected timing of resulting outflow of economic benefits cannot be specified.

(iv) Consequent to announcement by erstwhile Chairman of Satyam Computers Services Limited on January 7, 2009, Serious Fraud Investigation Office (SFIO) has initiated investigations on various matters pertaining to the Company which are ongoing. The SFIO has submitted its reports relating to various findings and has issued notices for prosecution for alleged violations against the Company and others for seven matters for which the Company submitted its reply with SFIO. While the Company has not accepted these violations and in order to settle these issues, the Company had filed six compounding applications for these alleged violations, for which final orders have been passed by Company Law Board (CLB) during the year ended March 31, 2016 and the Company had paid Rs.0.08 as fee for compounding towards the same. SFIO has filed appeal against the compounding order in the High Court of Hyderabad and the Company has also filed their reply against the said order,

(v) The Company had received a Show Cause Notice (SCN) on June 19, 2009 from Securities and Exchange Board of India (SEBI) alleging insider trading by the Company in the scrip of Satyam Computer Services Limited in the years 2001-2002 and 2004-2005. After the aforementioned SCN no further communication was made in this regard until February 2013 when SEBI directed the Company for a personal hearing before whole time member of SEBI. The Company had filed its detailed reply against the SCN in the earlier years and had attended a personal hearing before a whole time member of SEBI in the earlier year and accordingly filed written submissions. During the year ended March 31, 2016, SEBI had passed an order ordering the Company to disgorge an amount of Rs.59.17 along with simple interest of 12% p.a. from January 07, 2009 till the date of payment. However, SEBI order had dropped the proposal to debar the Company from accessing the capital market. Aggrieved by the disgorgement order, the Company had preferred an Appeal in Securities Appellate Tribunal (SAT) and obtained stay order against the operation of the order of SEBI. SEBI had filed its counter and the Company had filed its rejoinder. Matter is posted for arguments.

(vi) The Company formed Himachal Joint Venture (HJV) to execute an EPC project with National Hydro Power Corporation (Client). HJV subcontracted this work to SSJV Projects Private Limited (SSJV) and the work had been executed to the extent of Rs.262.45 by SSJV Due to the geographical conditions at site, work could not be done at the rates prescribed in the contract. HJV invoked arbitration clause for delays and extra-ordinary geological occurrence in executing the project. The Client encashed bank guarantees for an amount of Rs.216.40 provided by SSJV and issued winding up notice to the Company as well as other joint venture partners. The Company vide its letter dated July 29, 2013 replied to the said notice stating that the matter is disputed and subjudice and would not be legally tenable. Client had filed a winding-up petition against Company and Joint venture partner vide CP 73/2014, which was dismissed.

Based on the internal assessment and / or legal opinion, the Management is confident that for the above mentioned contingent liabilities, no provision is required to be made as at March 31, 2018.

4. Commitments:

(a) Capital Commitments:

Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for Rs.16.60 (March 31, 2017: Rs.10.08, April 1, 2016: Rs.7.08).

(b) Other Commitments:

i. The Company has made a commitment to make additional investment of Rs.49.64 (March 31, 2017: Rs.51.88) in Maytas Infra Saudi Arabia Company Limited Liability Company,

ii. Under a sponsors’ support agreement, the Company (a co-sponsor) has obligation to the lenders’ of a Special Purpose Vehicle (SPV), whose 26.10% Equity is held by Maytas Investment Trust (MIT), until financial year ending 2027-28, to meet shortfall in Debt service coverage ratio of the SPV on a term loan of Rs.279.83 (March 31, 2017: Rs.261.27, April 1, 2016: Rs.242.85).

5. Segment reporting :

The Company’s operations fall into a single business segment "Construction and Infrastructure Development" and in accordance with Ind AS 108 - Operating Segments, segment information with respect to geographical segment has been given in the consolidated financial statements of the Company, therefore no separate disclosure on segment information is given in these financial statements.

6. Retirement benefits

(a) Disclosures related to defined contribution plan:

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident fund and Employees’ State Insurance contribution (ESI) , which are defined contribution plans. The contribution are charged to the Statement of profit and loss as they accrue. During the year, the Company has recognised Rs.10.81 (March 31, 2017: Rs.6.74) towards Provident fund and ESI contributions.

(b) Disclosures related to defined benefit plan:

The Company has a defined benefit gratuity plan. Every employe e who has completed five years or more of service gets a gratuity on departure at 15 days last drawn salary for each completed year of service. The scheme is funded with Life Insurance Corporation of India.

The present value of the defined benefit obligation and the related current service cost are measured using the projected unit credit method with actuarial valuation being carried out at the balance sheet date.

Notes :

(i) The discount rate is based on the prevailing market yield on Government Securitites as at the balance sheet date for the estimated term of obligations.

(ii) The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets and Company’s policy for plan asset management.

(iii) 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.

Due to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the Auditors.

#Excluding corporate guarantee of Rs.178.91 (March 31, 2017: Rs.178.12, April 1, 2016: Rs.181.69) given by the Company on behalf of the MISA for loan of Rs.112.03 (March 31, 2017: Rs.111.54, April 1, 2016: Rs.105.19) taken by the subsidiary. Further, the Company has made a commitment to make additional investment of ''49.64 in Maytas Infra Saudi Arabia Company Limited Liability Company, *Excluding bank guarantee/letter of credits of Rs.600.96 (March 31, 2017: Rs.511.19, April 1, 2016: Rs.267.71) given on behalf of the Company against which the Company had given corporate guarantees in the nature of counter guarantees to the extent of Rs.424.69 (March 31, 2017: Rs.430.46, April 1, 2016: Rs.190.96). The Company had also given corporate guarantee of Rs.125 (March 31, 2017: Rs.125, April 1, 2016: Rs.125) for availing Letter of Credit facilities from its bankers. Infrastructure Leasing and Financial Services Limited has provided letter of comfort to banks for cash credit facilities from banks aggregating to Rs.216.83 (March 31, 2017: Rs.231.77, April 1, 2016: Rs.216.15).

* There is no repayment schedule in respect of all the above loans. They are repayable on demand,

# The repayment schedule is not beyond 7 years,

The Company’s share in assets, liabilities, income and expenditure are duly accounted for in the accounts of the Company in accordance with such division of work as per the work sharing arrangements and therefore does not require separate disclosures. However, joint venture partners are jointly and severally liable to clients for any claims in these projects.

Finance lease: The present value of minimum lease rentals is capitalized as property, plant and equipment with corresponding amount shown as lease liability. The principal component in the lease rentals is adjusted against the lease obligation and the finance charges are charged to the statement of profit and loss as they arise. During the year the Company has purchased construction equipment under finance lease. The tenure of the lease is four years. The lease agreement provides for a fixed monthly lease rents over the period of lease term,

In case of assets given on lease:

Certain assets of the company are leased out but have no fixed lease terms. Accordingly, no disclosure regarding future minimum lease payments has been made.

7. Capital management

The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investors, creditors and market confidence and to sustain future development and growth of its business. In order to maintain the capital strucuture the Company monitors the return on capital, as well as the level of dividends to equity shareholders. The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to all its shareholders. For the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves and debt includes maturities of finance lease obligations. The Company monitors capital on the basis of the following gearing ratio

8. In the earlier years, pursuant to the Debt Restructuring Programme, the Company had settled an irrevocable trust, namely, Maytas Investment Trust (Trust). The objective of the Trust was to dispose certain underlying investments held and settle the liability towards the Pass Through Certificate (PTC), wherein the Company was also a contributory. As at March 31, 2018, the Investment of the Company includes Rs.259.67 (March 31, 2017: Rs.259.67, April 1, 2016: Rs.259.67) contributed towards these PTCs and has receivables loans and advances and investments aggregating to Rs.146.19 (March 31, 2017: Rs.141.80, April 1, 2016: 136.72) which are dependent upon recovery of capacity charges and supplies/ availability of natural gas to a gas based power generating plant, increase in traffic on road investments, final award of the claim and positive outcome of the litigations in the investee companies, etc.

Based on internal assessment, legal advice and fair valuation carried out by external experts of underlying investments held by the Trust, management does not currently envisage any diminution in the value of aforesaid assets.

9. Finanacial instruments- fair values and risk management

A. Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilites as at March 31, 2018, including their levels in the fair value hierarchy.

Note 1 Investments in associate, joint venture and subsidiaries have been accounted at historical cost. Since these are scope out of Ind AS 109 for the purposes of measurement, the same have not been disclosed in the tables above. Investments in unquoted equity shares of enitities other than subsidiaries, associates and joint ventures have been designated as FVTPL.

B. Measurement of fair values

(i) Valuation techniques and significant unobservable inputs

The carrying amounts of financial assets and liabilities other than those valued at Level 1 and Level 2 are considered to be the same as their fair values due to the current and short term nature of such balances and no material differences in the values.

(ii) Levels 1, 2 and 3

Level 1 : It includes Investment in equity shares that has a quoted price and which are actively traded on the stock exchanges. It is been valued using the closing price as at the reporting period on the stock exchanges.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

Financial risk management

The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s management risk policy is set by the Managing Board. The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk. The Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. A summary of the risks have been given below,

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers, unbilled revenue and loans given. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors,

Credit risk on trade receivables, unbilled revenue and loans is limited as the customers of the company mainly consists of the Government promoted entities having a strong credit worthiness. For doubtful receivables, the Company uses a provision matrix to compute the expected credit loss allowances for trade receivables. The provision matrix takes into account ageing of accounts receivables and the Company’s historical experience with the customers and financial conditions of the customers, The Company has made a provision of Rs.176.38, Rs.178.87 and Rs.172.13 towards amounts doubtful to receive as at March 31, 2018, March 31, 2017 April 1, 2016 respectively.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value. The Company’s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The table below provides details regarding the contractual maturities of financial liabilities including estimated interest payments as at March 31, 2018:

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The company’s exposure to market risk is primarily on account of foreign currency exchange rate risk.

- Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Company is exposed to interest rate risk on its cash and bank balances. Cash and bank balances expose the Company to cash flow interest rate risk. However, the Company does not carry any fixed interest bearing financial liabilities that are designated at fair value through profit or loss. The average interest rate on short-term bank deposits during the year was 6.40% (March 31, 2017: 6.50%).

The Company’s exposure to interest rates on financial instruments is detailed below:

The amounts included above for interest rate dependent financial assets are fixed interest bearing financial assets.

If the interest rate on INR denominated borrowings had been increased or decreased by 100 basis points, with all other variables held constant, post tax income for the year ended March 31, 2018 would have been increased/ decreased by Rs.5.12 (March 31, 2017: Rs.4.52).

- Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. The Company’s presentation currency is the Indian Rupees. The Company’s exposure to foreign currency arises in part when the Company holds financial assets and liabilities denominated in a currency different from the functional currency of the entity,

10. Explanation of transition to Ind AS

As stated in Note 2A, the Company has prepared its first financial statements in accordance with Ind AS. For the year ended March 31, 2017, the Company had prepared its financial statements in accordance with Companies (Accounting Standards) Rules, 2006 (as amended), notified under Section 133 of the Act and other relevant provisions of the Act.

The accounting policies set out in Note 3 have been applied in preparing the financial statements for the year ended March 31, 2018 including the comparative information for the year ended March 31, 2017 and the opening Ind AS balance sheet on the date of transition i.e. April 1, 2016.

In preparing its Ind AS balance sheet as at April 1, 2016 and in presenting the comparative information for the year ended March 31, 2017, the Company has adjusted amounts reported previously in financial statements prepared in accordance with previous GAAP This note explains the principal adjustments made by the Company in restating its financial statements prepared in accordance with previous GAAP and how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cashflows.

There were no significant reconciliation items between cash flows prepared under Indian GAAP and those prepared under Ind AS. Optional exemptions availed and mandatory exceptions

In preparing the financial statements, the Company has applied the below mentioned optional exemptions and mandatory exceptions.

A. Optional exemptions availed

a. Property, plant and equipment and intangible assets

As per Ind AS 101 an entity may elect to:

(i) measure an item of property, plant and equipment at the date of transition at its fair value and use that fair value as its deemed cost at that date

(ii) use a previous GAAP revaluation of an item of property, plant and equipment at or before the date of transition as deemed cost at the date of revaluation, provided the revaluation was, at the date of revaluation, broadly comparable to:

- fair value

- or cost or depreciated cost under Ind AS adjusted to reflect.

The elections under (i) and (ii) above are also available for intangible assets that meets the recognition criteria in Ind AS 38, Intangible Assets, (including reliable measurement of original cost); and criteria in Ind AS 38 for revaluation (including the existence of an active market).

(iii) use carrying values of property, plant and equipment and intangible assets as on the date of transition to Ind AS (which are measured in accordance with previous GAAP and after making adjustments relating to decommissioning liabilities prescribed under Ind AS 101) if there has been no change in its functional currency on the date of transition. As permitted by Ind AS 101, the Company has elected to continue with the carrying values under previous GAAP for all the items of property, plant and equipment. The same election has been made in respect of intangible assets also.

b. Investment in subsidiaries, joint venture and associates

As permitted by Ind AS 101, the Company has elected to carry investments in subsidiaries, joint venture and associates at cost as determined in accordance with Ind AS 27.

B. Mandatory exceptions

a. Estimates

As per Ind AS 101, an entity’s estimates in accordance with Ind AS at the date of transition to Ind AS at the end of the comparative period presented in the entity’s first Ind AS financial statements, as the case may be, should be consistent with estimates made for the same date in accordance with the previous GAAP unless there is objective evidence that those estimates were in error. However, the estimates should be adjusted to reflect any differences in accounting policies. As per Ind AS 101, where application of Ind AS requires an entity to make certain estimates that were not required under previous GAAP those estimates should be made to reflect conditions that existed at the date of transitition (for preparing Ind AS balance sheet) or at the end of the comparative period (for presenting comparative information as per Ind AS). The Company’s estimates under Ind AS are consistent with the above requirement. Key estimates considered in preparation of the financial statements that were not required under the previous GAAP are listed below:

- Fair valuation of financial instruments carried at FVTPL.

- Impairment of financial assets based on the expected credit loss model.

- Determination of the discounted value for financial instruments carried at amortised cost.

- Discounted value for certain financial liabilities carried at amortised cost.

- Recognition of deferred tax asset on unabsorbed depreciation.

b. Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if restrospective application is impracticable.

Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of the financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable

Notes to the reconciliation

(a) Investments

Under Indian GAAP the Company accounted for investments in subsidiaries and associates (unquoted) measured at cost less provision for other than temporary diminution in the value of investments. Under Ind AS, as of April 1, 2016 (transition date), the Company opted the deemed cost of investments in subsidiaries and associates as the carrying value as per Indian GAAP

Certain investments are carried at amortised cost under Ind AS. Difference between the amortised cost and transaction value of the investment has been reduced from retained earnings as at the transition date and subsequently in the profit or loss for the year ended March 31, 2017.

In accordance with Ind AS, financial assets representing investment in entities other than subsidiaries, associates and joint ventures as well as debt securities have been fair valued. Under the previous GAAP the application of the relevant accounting standard resulted in all these investments being carried at cost,

(b) Trade receivables, loans and unbilled revenue

Under Indian GAAP the Company measured financial assets at cost. As at the transition date, the Company recognised the provision for expected credit loss for certain financial assets as per the criteria set out in Ind AS 101,

(c) Loans

Deferred credit loans are carried at amortised cost. Difference between the amortised cost and transaction value of the loans has been reduced from retained earnings as at the transition date and subsequently in the profit or loss for the year ended March 31, 2017.

(d) Deferred tax assets (net)

The Company has recognised deferred tax assets (net) on unabsorbed depreciation, other temporary difference and on account of adjustments made on transition to Ind AS,

(e) Classification of financial instruments

''Under Ind AS, the Optionally convertible cumulative redeemable preference shares and cumulative redeemable preference shares are to be classified under financial liability, however, in the previous GAAP the same were reported under equity share capital. Hence, reclassification has been given done to give effect for the same,

(f) Financial liabilities

Adjustments include the impact of discounting of deferred consideration payable or provision for future losses which are expected to be incurred over a period of more than a year and subsequently in the profit or loss for the year ended March 31, 2017.

(g) Actuarial Gains/Losses

Under Ind AS, the measurement of net defined benefit liability, comprises of actuarial gains and losses, the return on plan assets (excluding interest) are recognised in other comprehensive income where as in the previous GAAP it was reported under employee benefits expenses. Hence, reclassification has been given done to give effect for the same.

(h) Finance cost on financial liability

Under Ind AS, the dividend on cumulative preference shares, being in the nature of financial liability, is recognised as finance cost at the coupon rate on par value of preference shares whereas in the previous GAAP to the extent of unpaid dividend, the obligation was reported under contingent liability. Also, the unpaid dividend on preference shares redeemed during the year ended March 31, 2017 has been reversed in that year.

(j) Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP

11. As at March 31, 2018, the Company had accrued proportionate revenue to the extent of percentage of completion in case of various projects of which balance as at March 31, 2018 amounts to Rs.404.77 (net of amount payable to subcontractor against aforesaid balances) (including claims of Rs.112.53 accounted during the year ended March 31, 2018) and interest of Rs.393.76 (including interest of Rs.205.29 recognised during the year ended March 31, 2018) for non-payment of project dues, delays due to handing over of the land, drawings, etc. for project execution which are in various stages of arbitration/ appeal with Hon’ble High Court of New Delhi/ advanced stages of negotiations with customers and have been recognised based on Honorable Supreme Court order/ arbitration award/ completion of arbitration proceedings/ provisions in agreement and supported by the Extension of Time recommended by the Independent Engineers.

Since these claims are technical in nature and subject to judicial process, the Company has obtained legal opinion on the recoverability of such claims including interest from independent counsel. The Company has been legally advised that the amounts are good of recovery. On the basis of expert opinion and internal assessment, the Management is of the view that the claims including interest are tenable and there exist no uncertainty as to ultimate collection. Pending outcome of the judicial process, the above amounts are being carried as recoverable.

12. As at March 31, 2018, the Company has made investment (including advance of Rs.2.58 (March 31, 2017: Rs.Nil, April 1, 2016: Rs.Nil)) of Rs.35.77 (March 31, 2017: Rs.33.19, April 1, 2016: Rs.33.19) in an overseas subsidiary. Based on the latest available management certified financial statements of the aforesaid subsidiary as on March 31, 2018, the net worth of the subsidiary is fully eroded and the Company may have potential obligation to share further liabilities of the said subsidiary, which is presently under negotiation and hence undeterminable. Management is in discussion with the other shareholder of the subsidiary on various options to restore the carrying value of the investment and on conclusion of the ongoing restructuring of their management, options to revive the operations of the subsidiary including approval of claims submitted to them is likely to be resolved and therefore no provision considered necessary for diminution in the value of such investment/potential obligations.

13. During the year, a project was terminated due to dispute with the customer. On January 8, 2018, the Hon’ble High Court of Delhi dismissed Company’s petition against which an appeal was filed before the Division bench of the High Court. The Company’s Special Leave petition (SLP) before the Supreme Court of India against dismissal of Company’s petition by Division Bench of the High Court of Delhi was also dismissed. The Company has net carrying value of assets pertaining to this site amounting to Rs.99.34 (including Bank Guarantees encashed by the customer amounting to Rs.39.97). Further, the Company has initiated Arbitration process for the recovery of these assets which are under progress. Based on legal opinion and internal assessment, Management is of the view that the aforesaid assets are fully recoverable, thus no provision is considered necessary for the same.

14. Inter-Corporate Deposits:

Prior to April 1, 2009, the erstwhile promoters had given certain Inter Corporate Deposits (ICDs) to various companies aggregating to Rs.343.78. Of the foregoing, documentary evidences had been established that, for an amount of Rs.323.78, the then Satyam Computer Services Limited (SCSL) was the ultimate beneficiary and for which a claim together with compensation receivable had been lodged by the Company. During the earlier years, SCSL had merged into Tech Mahindra Limited (TML) pursuant to a Scheme of Arrangement u/s.391-394 of the Companies Act, 1956. As provided in the Scheme and as per the Judgment of Hon’ble High Court of Andhra Pradesh on the said Scheme, the aforesaid amount in books of SCSL was transferred to TML. The Company, through its subsidiaries, preferred an Appeal before the Division Bench of Hon’ble High Court of Andhra Pradesh against the single judge’s Order approving the merger scheme of SCSL


Mar 31, 2017

1. 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

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 distributions will be in proportion to the number of equity shares held by the shareholders

2. Restrictions attached to equity shares

(i) As at March 31, 2017, 55,400,884 (March 31, 2016: 56,917,073) equity shares are required to be under lock-in as per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, of which the Company had created lock-in on April 08, 2015 for 9,795,846 shares and on October 05, 2015 for 8,900,000 shares upto April 29, 2018 and October 10, 2018 respectively. During the current year, the Company has created lock-in for 26,742,631 shares upto October 31, 2017. Further, the Company has allotted 9,962,407 shares on March 24, 2017 on preferential basis, which are required to be locked in for a period of 3 years from the date of receipt of trading approval from the Stock Exchanges. Subsequently, the Company has received the requisite approvals and the lock-in for the aforesaid shares has been made effective on April 13, 2017

3. As per the Master Restructuring Agreement (MR. A) entered into by the Company with its bankers, the promoter’s share holding would be retained at a minimum of 26% of issued equity share capital of the Company at any point of time for a maximum period of four years from the effective date i.e. September 27, 2010. Further vide letter dated February 26, 2015, Infrastructure Leasing and Financial Services Limited confirmed that the promoters will not, without the prior written consent of the Bank, dilute its equity holding in the Company below 26% of the paid up equity share capital of the Company

4. Terms of 6% cumulative redeemable preference shares

On December 06, 2010, the Company had allotted 5,749,500 6% CRPS of Rs. 100 each fully paid as per the terms of MR. A entered with Bankers. The Company had further allotted 236,280 CRPS of Rs. 100 each as fully paid bonus shares to the holders of initial CRPS in the ratio of 1:24.33 (i.e. one fully paid CRPS of Rs. 100 each for every 24.33 CRPS held) on September 29, 2011. The aforesaid CRPS were redeemed on the due date i.e., March 31, 2015

The Company had also allotted 1,500,000 CRPS to the holders of OCCRPS on September 29, 2011 as fully paid bonus shares in the ratio of 1:16.67 i.e. (one fully paid CRPS of Rs. 100 each for every 16.67 OCCRPS held). The redemption schedule of these bonus CRPS is - 30% on September 30, 2012; 15% each on September 30, 2013 and September 30, 2015; 20% each on September 30, 2014 and September 30, 2016. The 30% bonus CRPS (450,000 CRPS of Rs. 100 each) which were due for redemption on September 30, 2012 were purchased by IL&FS Financial Services Limited on September 29, 2012. The Company had extended the redemption period of these preference shares by a period of 3 years with an early redemption right with the Company before the extended period of 3 years by giving 30 days notice period to the shareholders. These shares have been redeemed on September 30, 2015. The 15% Bonus CRPS (225,000 CRPS of Rs. 100 each) which were due for redemption on September 30, 2013 were purchased by IL&FS Trust Company Limited, being the Trustee of Maytas Investment Trust, on September 30, 2013. The Company has extended the redemption period of these preference shares by a period of 6 years with an early redemption right with the Company before the extended period of 6 years by giving 30 days notice period to the shareholders. The 20% Bonus CRPS (300,000 CRPS of Rs. 100 each) which were due for redemption on September 30, 2014 were redeemed by the Company on March 23, 2015, as per the terms of the issue, as amended. The 15% bonus CRPS (225,000 CRPS of Rs.100 each) which were due for redemption on September 30, 2015, have been redeemed on due date. The 20% bonus CRPS (300,000 CRPS of RS. 100 each) which were due for redemption on September 30, 2016 were redeemed by the Company on March 28, 2017, within the extended period for redemption granted by CRPS holders

CRPS carry cumulative dividend of 6% p.a. The Company declares and pays dividends in Indian rupees. Each holder of 6% CRPS is entitled to one vote per share only on resolutions placed before the Company which directly affect the rights attached to CRPS. In the event of liquidation of the Company during the existence of CRPS, the holders of CRPS will have priority along with holders of OCCRPS over equity shares in the payment of dividend and repayment of capital

5. Terms of 6% optionally convertible cumulative redeemable preference shares

On March 31, 2011, the Company had allotted 25,000,000 OCCRPS of Rs. 100 each fully paid as per the terms of MR. A entered with bankers

OCCRPS carry cumulative dividend of 6%. The Company declares and pays dividend in Indian rupees. Each holder of OCCRPS is entitled to one vote per share only on resolutions placed before the Company which directly affect the rights attached to OCCRPS. In the event of liquidation of the Company during the existence of OCCRPS, the holders of OCCRPS will have priority along with holders of CRPS over equity shares in the payment of dividend and repayment of capital. Out of total 25,000,000 OCCRPS of Rs. 100 each, 30% i.e. 7,500,000 OCCRPS of Rs. 100 each have been converted into 12,417,218 equity shares on September 30, 2012, as per the terms of MR. A . There is no further conversion option attached to these OCCRPS. The balance 17,500,000 OCCRPS of Rs. 100 each shall be redeemed at par in four tranches from September 30, 2013 to September 30, 2016. The schedule of redemption is as below:

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

7. The Company had allotted 236,280 6% CRPS of Rs. 100 each in 2011-12 as fully paid up bonus shares to the holders of initial CRPS in the ratio of 1:24.33 (i.e. one fully paid CRPS of Rs. 100 each for every 24.33 CRPS held) by capitalizing securities premium

8. The Company had allotted 1,500,000 6% CRPS of Rs. 100 each in 2011-12 as fully paid up bonus shares to the holders of Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) in the ratio of 1:16.67 i.e. (one fully paid Bonus CRPS of Rs. 100 each for every 16.67 OCCRPS held) by capitalizing securities premium

Note: Shares issued by the Company pursuant to Corporate Debt Restructuring scheme have not been considered for above disclosures

9. The Company had obtained an approval for the Corporate Debt Restructuring (CDR) from the CDR Empowered Group in earlier years and the impact of the CDR scheme had been given in the financial statements of the year 2009-10

10. Indian rupee term loans from banks to the extent of Rs. 119.88 (March 31, 2016: Rs. 179.44) carries an interest @ 11% p.a. (March 31, 2016 : 11% p.a.). The loan is repayable in 20 equal quarterly installments commencing from June 30, 2014. These loans are secured by pari passu first mortgage and charge on the Company’s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment’s, machinery spares, tools, accessories, current assets both present and future except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others

These loans are secured by pari passu first mortgage and charge on the Company’s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment’s, machinery spares, tools, accessories, current assets both present and future except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others. These loans are additionally guaranteed by letter of comfort from Infrastructure Leasing and Financial Services Limited

11. Vehicle loans from Non-Banking Financial Companies carry interest @ 13% to 18.39% p.a. (March 31, 2016 : 13% to 18.39% p.a.). These loans are repayable in equated monthly installments over the tenure of 24 months to 60 months from the date of disbursement of loan. Vehicle loans are secured by hypothecation of vehicles purchased out of the loan taken

12. Secured loans from related party carry interest @ 12% to 13% p.a. (March 31, 2016 : 12% to 13% p.a.). These loans carry an option to reset the interest rate after every 12 months from the date of first disbursement and 12 months thereafter by giving 30 days clear notice to the Company. These loans are repayable within 60 months to 84 months from the date of first disbursement

Out of the above, loan to the extent of Rs. 421.60 (March 31, 2016 : Rs. 421.60) is secured by way of pari passu pledge of investments in preference shares of Bangalore Elevated Tollway Private Limited, sharing of charge with IL&FS Financial Services Limited on a pari passu basis on the equity shares of Gautami Power Limited and Pass Through Certificates issued by Maytas Investment Trust and negative lien on sub-ordinate loan given to Bangalore Elevated Tollway Private Limited. Out of the above, loan of Rs 162 (March 31, 2016 : Rs. 162) is additionally secured by second charge on Inter-Corporate Deposits given to Hill County Properties Limited (HCPL) along with accumulated interest thereon and second charge on loans given to and equipment hire charges receivable from Terra Infra Limited along with accumulated interest thereon

Loan to the extent of Rs. 375 (March 31, 2016 : Rs. 375) is secured by second charge on Inter Corporate Deposits of Rs. 343.78 provided by the Company. Of these, loan of Rs. 280 (March 31, 2016 : Rs. 280) is additionally secured by way of second charge on net receivables from a road project to the extent of Rs. 40

Loan to the extent of Rs. 98.30 (March 31, 2016 : Rs. 98.30) is secured by way of hypothecation on second charge basis of the Loans and Advances (including interest accrued) provided by the Company to Cyberabad Expressway Limited & Pondicherry Tindivanam Tollway Limited and investment in Maytas Infra Saudi Arabia Company (Limited Liability Company)

Loan to the extent of Rs. 117.96 (March 31, 2016 : Rs. 88.71) is secured by way of second charge on current assets of the Company. Out of the above, loan to the extent of Rs. 55 (March 31, 2016 : Rs. 43) is additionally secured by way of second charge on fixed assets of the Company

13. Secured loans from others carries interest @ 13% to 16.25% p.a. (March 31, 2016 : 13% p.a.). (a) Loan to the extent of Rs. 140.71 carries an option to reset the interest rate after every 12 months from the date of first disbursement and every 12 months thereafter by giving 30 days clear notice to the Company. This loan is repayable within 60 months from the date of first disbursement. (b) Loan to the extent of Rs. 48 carries interest @ 13% p.a linked to variation in IFIN benchmark rate of 16%. This loan is repayable within 36 months from the date of first disbursement. (c) Loan to the extent of Rs. 30.60 carries interest @ IFIN benchmark rate (16% currently) 0.25% p.a. This loan is repayable within 36 months from the date of first disbursement

Loan of Rs. 140.71 (March 31, 2016 : Rs. 181.21) is secured by way of pari passu pledge of investments in preference shares of Bangalore Elevated Tollway Private Limited, sharing of charge with Infrastructure Leasing and Financial Services Limited on a pari passu basis on the equity shares of Gautami Power Limited and Pass Through Certificates issued by Maytas Investment Trust and negative lien on sub-ordinate loan given to Bangalore Elevated Tollway Private Limited. Further, Rs. 48 carries same security for which charge is yet to be created

Loan of Rs 30.60 (March 31, 2016 : Nil) is secured by Second Pari Passu charge by hypothecation of the present and future current assets of the borrower (including but not limited to book debts, operating cash flows, receivables, loans and advances, deposits, investments, commission and revenues of whatsoever nature and whenever arising), created from the proceeds of facility and providing a cover of 1.0 x at all times during the facility

14. Cash credit from banks are repayable on demand and carries interest @ 9% p.a. to 13.80% p.a. (March 31, 2016: 9% to 14.50% p.a.). These loans are secured by pari passu first mortgage and charge on the Company’s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment’s, machinery spares, tools, accessories, current assets both present and future, except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others

Loans aggregating to Rs.244.42 (March 31, 2016 : Rs.233.22) have additionally been secured by personal guarantee given by the Ex-Vice Chairman of the Company, Mr. . B Teja Raju

Loans aggregating to Rs. 231.77 (March 31, 2016 : Rs. 216.15) additionally carry letter of comfort from Infrastructure Leasing and Financial Services Limited

15. Unsecured loan from others of Rs. Nil (March 31, 2016 : Rs. 21.01) carried interest @ 14% to 15% p.a. (March 31, 2016: 14% to 15% p.a.) with an original tenor of 3 months. This had been extended by 11 months until September 30, 2015 and further by 10 months until July 31, 2016. Interest on these facilities was payable at monthly rests. This loan has been repaid during the year

Unsecured loan from others of Rs. 50 (March 31, 2016 :Rs Nil) carries interest @ 15.50% to 16% p.a. (March 31, 2016: Nil) which is payable quarterly in arrears. Loan is to be repaid back within 12 months from the date of first disbursement

16. Going concern:

The Company has reported a net profit of Rs. 2.30 for the year ended March 31, 2017 (net loss for the year ended March 31, 2016: Rs. 188.52) and has accumulated loss of Rs. 327.25 as at March 31, 2017 (as at March 31, 2016: Rs. 329.55), its net worth has been substantially eroded, there are uncertainties on recovery of its investments/inter corporate deposits/ dues from customers, etc. and the Company’s current liabilities exceeds its current assets as at the balance sheet date by Rs. 549.31. Management has taken significant steps for revival and restoration of operations of the Company. Based on the business plan and following mitigating factors, the management is confident that the Company will be able to generate profits in future years and meet its financial obligations as they arise:

17. The Company has an order book of Rs. 10,000 approximately as at March 31, 2017

18. Management has taken significant steps for revival and restoration of operations of the Company

19. The promoter group comprising of Infrastructure Leasing and Financial Services Limited (IL&FS) and IL&FS Financial Services Limited (IFIN), has advanced loans to the tune of Rs.1,012.86 and Rs.188.71 respectively to support the liquidity position of the Company up to March 31, 2017. Further, the promoter has advanced loans to the extent of Rs. 80.60 through its group companies. The Company has an unutilized limit of Rs. 10.74 from IL&FS as at March 31, 2017. Also, there is an unutilized limit of BGs and LCs of Rs. 114.10 from IL&FS. IL&FS had provided a Letter of Comfort to the Consortium Bankers stating that it would use its best efforts to ensure that the Company would not default on any of its obligations to the bankers. Management is confident that the promoter group will continue the financial support to the Company to meet its obligation as they arise

20. The Company has issued 9,962,407 equity shares of Rs. 10 each at premium of Rs. 43.20 on a preferential basis to IL&FS and IFIN resulting to total receipt of Rs. 53. The proceeds from the preferential issue were utilized towards redemption of preference shares of Rs. 53, which were due for redemption during the year

21. The Company has unutilized Cash Credit limit of Rs. 20.76 and non-fund based limits to the extent of Rs. 71.54 respectively from banks

22. During the year, the Company had received report from an independent Credit Rating Agency (CRA) on its long-term and short-term banking facilities, wherein the CRA has reaffirmed BBB- and A3 ratings for its long-term and short-term banking facilities respectively

23. Consequent to announcement by erstwhile Chairman of Satyam Computers Services Limited on January 7, 2009, Serious Fraud Investigation Office (SFIO) has initiated investigations on various matters pertaining to the Company which are ongoing. The SFIO has submitted its reports relating to various findings and has issued notices for prosecution for alleged violations against the Company and others for seven matters for which the Company submitted its reply with SFIO. While the Company has not accepted these violations, in order to settle these issues, the Company had filed six compounding applications for these alleged violations, for which final orders have been passed by Company Law Board (CLB) during the previous year and the Company has paid Rs. 0.08 as fee for compounding towards the same. Further no action has been initiated by SFIO on the seventh matter till now

24. The Company had received a Show Cause Notice (SCN) on June 19, 2009 from Securities and Exchange Board of India (SEBI) alleging insider trading by the Company in the scrip of Satyam Computer Services Limited in the years 2001-2002 and 2004-2005. After the aforementioned SCN no further communication was made in this regard until February 2013 when SEBI directed the Company for a personal hearing before whole time member of SEBI. The Company had filed its detailed reply against the SCN in the earlier years and had attended a personal hearing before a whole time member of SEBI in the earlier year and accordingly filed written submissions. During the previous year, SEBI had passed an order ordering the Company to disgorge an amount of Rs. 59.17 along with Simple Interest of 12% p.a. from January 07, 2009 till the date of payment. However, SEBI order had dropped the proposal to debar the Company from accessing the capital market. Aggrieved by the disgorgement order, the Company had preferred an Appeal in Securities Appellate Tribunal (SAT) and obtained stay order against the operation of the order of SEBI. SEBI had filed its affidavit and the Company had filed its rejoinder. The order from SAT is awaited on this matter

25. The Company formed Himachal Joint Venture (HJV) to execute an EPC project with National Hydro Power Corporation (Client). HJV subcontracted this work to SSJV Projects Private Limited (SSJV) and the work has been executed to the extent of Rs. 262.45 by SSJV. Due to the geographical conditions at site, work could not be done at the rates prescribed in the contract. HJV invoked arbitration clause for delays and extra-ordinary geological occurrence in executing the project. The Client en-cashed bank guarantees for an amount of Rs. 216.40 provided by SSJV and issued winding up notice to the Company as well as other joint venture partners. The Company vide its letter dated July 29, 2013 replied to the said notice stating that the matter is disputed and subjudice and would not be legally tenable. Client had filed a winding-up petition against Company and Joint venture partner vide CP 73/2014, which are pending for hearing. SSJV had provided indemnity in favour of the Company against all claims, losses etc. that may arise out of this Contract

Based on the internal assessment and / or legal opinion, the Management is confident that for the above mentioned contingent liabilities, no provision is required to be made as at March 31, 2017

26. Commitments:

27. Capital Commitments:

Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for Rs. 10.08 (March 31, 2016: Rs. 7.08)

28. Other Commitments:

29. The Company has made a commitment to make additional investment of Rs.51.88 in Maytas Infra Saudi Arabia Company Limited Liability Company

30. Under a sponsors’ support agreement, the Company (a co-sponsor) has obligation to the lenders’ of a Special Purpose Vehicle (SPV), whose 26.10% Equity is held by Maytas Investment Trust (MIT), until financial year ending 2027-28, to meet shortfall in Debt service coverage ratio of the SPV on a term loan of Rs. 262.17 (March 31, 2016: Rs. 243.96)

31. Inter-Corporate Deposits:

Prior to April 1, 2009 the erstwhile promoters had given certain Inter Corporate Deposits (ICDs) to various companies aggregating to Rs. 343.78. Of the foregoing, documentary evidences had been established that, for an amount of Rs. 323.78, the then Satyam Computer Services Limited (SCSL) was the ultimate beneficiary and for which a claim together with compensation receivable had been lodged by the Company. During the earlier years, SCSL had merged into Tech Mahindra Limited (TML) pursuant to a Scheme of Arrangement u/s. 391-394 of the Companies Act 1956. As provided in the Scheme and as per the Judgment of Hon’ble High Court of Andhra Pradesh on the said Scheme, the aforesaid amount in books of SCSL was transferred to TML. The Company, through its subsidiaries, preferred an Appeal before the Division Bench of Hon’ble High Court of Andhra Pradesh against the single judge’s Order approving the merger scheme of SCSL which is pending as on date. TML, in its Audited Financial Results for March 31, 2017 continued to disclose as "Suspense Account (Net) Rs. 1,230.40" as disclosed by SCSL earlier. Management is of the opinion that the claim made by the Company on SCSL is included in the aforesaid amount disclosed by TML in their Audited Financial Results. The Company is confident of recovering the said ICDs together with compensation due thereon from SCSL/TML

Further, based on internal evaluation and/or expert advice, other developments, documentary evidences available with the Company and in view of the observations of the Special Court in its verdict dated April 9, 2015 on the criminal case filed by the Central Bureau of Investigation, confirming that an amount of Rs. 1,425 was transferred to SCSL through the intermediary companies, out of which an amount of Rs. 1,230.40 continues to subsist with SCSL. Management is of the opinion that the Company’s case on the recoverability of the aforesaid amounts is ultimately certain

31. Segment Reporting:

The Company’s operations fall into a single business segment "Construction and Infrastructure Development" and in accordance with Accounting Standard 17 - Segment Reporting, segment information with respect to geographical segment has been given in the consolidated financial statements of the Company, therefore no separate disclosure on segment information is given in these financial statements

32. Deferred tax:

The Company has no deferred tax liability as at March 31, 2017. Deferred tax assets on timing differences have not been recognized as at March 31, 2017 in the absence of virtual certainty of future taxable profits

33. Provision for estimated future loss on projects:

The projects in progress as at March 31, 2017 have been evaluated for future loss, if any, based on estimates relating to cost-to-complete the same. Based on such evaluation, the Company has provided for estimated future losses to an extent of Rs. 52.97 (March 31, 2016: Rs. 45.60) in terms of the requirements of Accounting Standard 7 (revised 2002) "Construction Contracts" notified under section 133 of the Companies Act, 2013 and Companies (Accounting Standards) Amendment Rules, 2016

34. Retirement benefits:

35. Disclosures related to defined contribution plan:

Provident fund contribution and Employees’ State Insurance contribution (ESI) recognized as expense in the statement of profit and loss Rs.6.74 (March 31, 2016: Rs. 6.83)

36. Disclosures related to defined benefit plan:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days last drawn salary for each completed year of service. The scheme is funded with Life Insurance Corporation of India

The following tables summarize the components of net benefit expense recognized in the Statement of profit and loss and amounts recognized in the balance sheet for the plan

37. Related party disclosures:

I. Names of related parties and relationship with the Company (as per the Accounting Standard 18 - “Related Party Disclosures”):

38. Subsidiaries (Related parties where control exists)

39. Maytas Infra Assets Limited

40. Maytas Vasishta Varadhi Limited

41. Maytas Metro Limited

42. Angeerasa Greenfields Private limited

43. Saptaswara Agro - Farms Private Limited

44. Ekadanta Greenfields Private Limited

45. Maytas Infra Saudi Arabia Company (Limited Liability Company)

46. Investing party in respect of which the reporting enterprise is an associate

47. Infrastructure Leasing & Financial Services Limited

48. SBG Projects Investments Limited

49. Joint ventures (JV)

50. NCC - Maytas (JV)

51. NEC - NCC - Maytas (JV)

52. Maytas - NCC (JV)

53. NCC - Maytas (JV)(Singapore Class Township)

54. Maytas - CTR (JV)

55. NCC - Maytas - ZVS (JV)

56. Associate

Hill County Properties Limited

57. Enterprises over which key management personnel is able to exercise significant influence IL&FS Transportation Networks Limited (w.e.f. October 07, 2016)

58. Key Management Personnel

59. Mr. Mukund Sapre, Managing Director (w.e.f. October 07, 2016)

60. Mr. Murilidhar Khattar, Managing Director (upto October 06, 2016)

61. Dr. S N Mukherjee, Chief Financial Officer

61. Mr. Sushil Dudeja, Company Secretary (w.e.f. April 04, 2016)

62. Mr. G Venkateshwar Reddy, Company Secretary (upto November 30, 2015)

63. In the earlier years, pursuant to the Debt Restructuring Programme, the Company had settled an irrevocable trust, namely, Maytas Investment Trust (Trust). The objective of the Trust was to dispose certain underlying investments held and settle the liability towards the Pass Through Certificate (PTC), wherein the Company was also a contributory. As at March 31, 2017, the Investment of the Company includes Rs. 259.67 (March 31, 2016: Rs. 259.67) contributed towards these PTCs and has receivables loans and advances and Investments aggregating to Rs. 199.83 which are dependent upon recovery of capacity charges and supplies/ availability of natural gas to a gas based power generating plant, increase in traffic on road investments, final award of the claim and positive outcome of the litigations in the investee companies, etc

Based on internal assessment, legal advice and fair valuation carried out by external experts of underlying investments held by the Trust, management does not currently envisage any diminution in the value of aforesaid assets

64. As at March 31, 2017, the Company has accrued proportionate revenue to the extent of percentage of completion in case of various projects of which balance as at March 31, 2017 amounts to Rs. 292.24 (including claims accounted during the year amounting to Rs. 76.49 and Rs.109.44) and interest of Rs. 188.58 (including interest of Rs. 88.13 recognized during the year ended March 31, 2017) for non-payment of project dues, delays due to handing over of the land, drawings, etc. for project execution which are in various stages of arbitration/ appeal with Hon’ble High Court of New Delhi/ advanced stages of negotiations with customers and have been recognized based on Honorable Supreme Court order/ arbitration award/ completion of arbitration proceedings/ provisions in agreement and supported by the Extension of Time recommended by the Independent Engineers. Further, in one of the aforesaid projects, the customer had withheld an amount of Rs. 17.30 as liquidated damages for delays in project completion which is also dependent on the aforesaid judicial proceedings

Since these claims are technical in nature and subject to judicial process, the Company has obtained legal opinion on the recoverability of such claims including interest from independent counsel. The Company has been legally advised that the amounts are good of recovery. On the basis of expert opinion and internal assessment, the Management is of the view that the claims including interest are tenable and there exist no uncertainty as to ultimate collection. Pending outcome of the judicial process, the above amounts are being carried as recoverable

65. As at March 31, 2017, the Company has made investment of Rs. 33.19 (March 31, 2016 Rs.33.19) in an overseas subsidiary. Based on the latest available management certified financial statements of the aforesaid subsidiary as on March 31, 2017, the net worth of the subsidiary is fully eroded and the Company may have potential obligation to share further liabilities of the said subsidiary, which is presently under negotiation and hence undeterminable. Management is in discussion with the other shareholder of the subsidiary on various options and is confident to restore the carrying value of the investment and therefore no provision is required for diminution in the value of such investment/potential obligations

66. All amounts less than Rs. 0.01 have been disclosed as Rs. 0.00

67. Previous year’s figures have been regrouped/rearranged to confirm to those of the current year


Mar 31, 2016

(b) 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.

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 distributions will be in proportion to the number of equity shares held by the shareholders.

(c) Restrictions attached to equity shares

(i) As at March 31, 2016, 56,917,073 (March 31, 2015: 73,076,954) equity shares are required to be under lock-in as per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, of which the Company had created lock-in on February 8, 2015 for 9,795,846 shares and 11,478,596 shares up to April 29, 2018 and April 29, 2016 respectively. During the current year, the Company has extended the lock-in for 26,742,631 shares up to April 10, 2016 out of the 51,802,512 shares which were locked in up to October 31, 2015. Further, the Company has created lock in for 8,900,000 shares up to October 10, 2018.

(ii) As per the Master Restructuring Agreement (MRA) entered into by the Company with its bankers, the promoter’s share holding would be retained at a minimum of 26% of issued equity share capital of the Company at any point of time for a maximum period of four years from the effective date i.e. September 27, 2010. Further vide letter dated February 26, 2015, Infrastructure Leasing and Financial Services Limited confirmed that the promoters will not, without the prior written consent of the Bank, dilute its equity holding in the Company below 26% of the paid up equity share capital of the Company.

(d) Terms of 6% cumulative redeemable preference shares

On December 06, 2010, the Company had allotted 5,749,500 6% CRPS of Rs. 100 each fully paid as per the terms of MRA entered with Bankers. The Company had further allotted 236,280 CRPS of Rs. 100 each as fully paid bonus shares to the holders of initial CRPS in the ratio of 1:24.33 (i.e. one fully paid CRPS of Rs. 100 each for every 24.33 CRPS held) on September 29, 2011. The aforesaid CRPS were redeemed on the due date i.e., March 31, 2015.

The Company had also allotted 1,500,000 CRPS to the holders of OCCRPS on September 29, 2011 as fully paid bonus shares in the ratio of 1:16.67 i.e. (one fully paid CRPS of Rs. 100 each for every 16.67 OCCRPS held). The redemption schedule of these bonus CRPS is - 30% on September 30, 2012; 15% each on September 30, 2013 and September 30, 2015; 20% each on September 30, 2014 and September 30, 2016. The 30% bonus CRPS (450,000 CRPS of Rs. 100 each) which were due for redemption on September 30, 2012 were purchased by IL&FS Trust Company Limited (ITCL), being the Trustee of Maytas Investment Trust (MIT), on September 29, 2012. The Company had extended the redemption period of these preference shares by a period of 3 years with an early redemption right with the Company before the extended period of 3 years by giving 30 days notice period to the shareholders. These shares have been redeemed on September 30, 2015. The 15% Bonus CRPS (225,000 CRPS of Rs. 100 each) which were due for redemption on September 30, 2013 were purchased by ITCL being the Trustee of MIT on September 30, 2013. The Company has extended the redemption period of these preference shares by a period of 6 years with an early redemption right with the Company before the extended period of 6 years by giving 30 days notice period to the shareholders. The 20% Bonus CRPS (300,000 CRPS of Rs. 100 each) which were due for redemption on September 30, 2014 were redeemed by the Company on March 23, 2015, as per the terms of the issue, as amended. The 15% bonus CRPS (225,000 CRPS of Rs.100 each) which were due for redemption on September 30, 2015, have been redeemed on due date. CRPS carry cumulative dividend of 6% p.a. The Company declares and pays dividends in Indian rupees. Each holder of 6% CRPS is entitled to one vote per share only on resolutions placed before the Company which directly affect the rights attached to CRPS. In the event of liquidation of the Company during the existence of CRPS, the holders of CRPS will have priority along with holders of OCCRPS over equity shares in the payment of dividend and repayment of capital.

(e) Terms of 6% optionally convertible cumulative redeemable preference shares

On March 31, 2011, the Company had allotted 25,000,000 OCCRPS of Rs. 100 each fully paid as per the terms of MRA entered with bankers.

OCCRPS carry cumulative dividend of 6%. The Company declares and pays dividend in Indian rupees. Each holder of OCCRPS is entitled to one vote per share only on resolutions placed before the Company which directly affect the rights attached to OCCRPS. In the event of liquidation of the Company during the existence of OCCRPS, the holders of OCCRPS will have priority along with holders of CRPS over equity shares in the payment of dividend and repayment of capital. Out of total 25,000,000 OCCRPS of Rs. 100 each, 30% i.e. 7,500,000 OCCRPS of Rs. 100 each have been converted into 12,417,218 equity shares on September 30, 2012, as per the terms of MRA . There is no further conversion option attached to these OCCRPS. The balance 17,500,000 OCCRPS of Rs. 100 each shall be redeemed at par in four tranches from September 30, 2013 to September 30, 2016. The schedule of redemption is as below:

* The OCCRPS which were due for redemption on September 30, 2013 were purchased by IL&FS Trust Company Limited (ITCL), being the Trustee of Maytas Investment Trust, on September 30, 2013. The Company has extended the redemption period of these preference shares by a period of 6 years with an early redemption right with the Company before the extended period of 6 years by giving 30 days notice period to the shareholders.

# The OCCRPS were redeemed on March 23, 2015, as per the terms of the issue, as amended.

~ The OCCRPS were redeemed on due date, as per the terms of the issue.

(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 preceding the reporting date:

(i) The Company had allotted 236,280 6% CRPS of Rs. 100 each in 2011-12 as fully paid up bonus shares to the holders of initial CRPS in the ratio of 1:24.33 (i.e. one fully paid CRPS of Rs. 100 each for every 24.33 CRPS held) by capitalizing securities premium.

(ii) The Company had allotted 1,500,000 6% CRPS of Rs. 100 each in 2011-12 as fully paid up bonus shares to the holders of Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) in the ratio of 1:16.67 i.e. (one fully paid Bonus CRPS of Rs. 100 each for every 16.67 OCCRPS held) by capitalizing securities premium.

Note: Shares issued by the Company pursuant to Corporate Debt Restructuring scheme have not been considered for above disclosures.

These loans were secured by pari passu first mortgage and charge on the Company’s immovable properties, both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment’s, machinery spares, tools, accessories, current assets both present and future except to the extent of assets exclusively hypothecated against vehicle loans from others. These loans were additionally been secured by personal guarantee given by the Ex-Vice Chairman of the Company, Mr. B Teja Raju.

(c) Indian rupee term loans from banks to the extent of Rs 179.44 (March 31, 2015: Rs 239.62) carries an interest @ 11% p.a. (March 31, 2015 : 11% p.a.). The loan is repayable in 20 equal quarterly installments commencing from June 30, 2014. These loans are secured by pari passu first mortgage and charge on the Company’s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment’s, machinery spares, tools, accessories, current assets both present and future except to the extent of assets exclusively hypothecated against vehicle loans / finance leased assets from others.

These loans are secured by pari passu first mortgage and charge on the Company’s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment’s, machinery spares, tools, accessories, current assets both present and future except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others. These loans are additionally guaranteed by letter of comfort from Infrastructure Leasing and Financial Services Limited.

(d) Vehicle loans from Non-Banking Financial Companies carry interest @ 13% to 18.39% p.a. (March 31, 2015 : 14.73% to 18.39% p.a.). These loans are repayable in equated monthly installments over the tenure of 36 months to 48 months from the date of disbursement of loan. Vehicle loans are secured by hypothecation of vehicles purchased out of the loan taken.

(e) Secured loans from related party carry interest @ 12% to 13% p.a. (March 31, 2015 : 12.70% to 13% p.a.). These loans carry an option to reset the interest rate after every 12 months from the date of first disbursement and 12 months thereafter by giving 30 days clear notice to the Company. These loans are repayable within 57 months to 84 months from the date of first disbursement. Further Interest on loan to the extent of Rs. Nil (March 31, 2015 : Rs. 130) from the drawdown date till March 2015 was accrued and converted into Funded Interest Term Loan (FITL), which carried interest @ 0.01% p.a. During the current year, FITL along with interest and premium has been prepaid.

Out of the above, loan to the extent of Rs. 421.60 (March 31, 2015 : Rs. 421.60) is secured by way of pari passu pledge of investments in preference shares of Bangalore Elevated Tollway Limited, sharing of charge with IL&FS Financial Services Limited on a pari passu basis on the equity shares of Gautami Power Limited and Pass Through Certificates issued by Maytas Investment Trust and negative lien on sub-ordinate loan given to Bangalore Elevated Tollway Limited. Out of the above, loan of Rs 162 (March 31, 2015 : Rs. 162) is additionally secured by second charge on Inter-Corporate Deposits given to Hill County Properties Limited (HCPL) along with accumulated interest thereon and second charge on loans given to and equipment hire charges receivable from Terra Infra Limited along with accumulated interest thereon.

Loan to the extent of Rs. Nil (March 31, 2015 : Rs. 180) was secured by way of pari passu lien on cash flows from HCPL to the Company and were additionally secured by intersex sharing of security provided by HCPL along with other lenders of HCPL in the form of hypothecation of certain identified receivables including inter corporate loans, residual charge against receivables from unsold inventory etc., pledge of investment in Jubilee Hills Landmark Projects Private Limited and letter of guarantees and Mortgage of title deeds of immovable property from subsidiaries of HCPL. This facility has been fully repaid during the year.

Loan to the extent of Rs. 375 (March 31, 2015 : Rs. 375) is secured by second charge on Inter Corporate Deposits of Rs. 343.78 provided by the Company. Of these, loan of Rs. 280 is additionally secured by way of second charge on net receivables from a road project to the extent of Rs. 40.

Loan to the extent of Rs. 98.30 (March 31, 2015 : Rs. 98.30) is secured by way of hypothecation on second charge basis of the Loans and Advances (including interest accrued) provided by the Company to Cyber bad Expressway Limited & Pondicherry Tindivanam Tollway Limited and investment in Maytas Infra Saudi Arabia Company (Limited Liability Company). Loan to the extent of Rs. 88.71 (March 31, 2015 : Rs. Nil) is secured by way of second charge on current assets of the Company. Out of the above, loan to the extent of Rs. 43 (March 31, 2015 : Rs. Nil) is additionally secured by way of second charge on f i xed assets of the Company,

(f) Secured loans from others carry interest @ 13% p.a. (March 31, 2015 : 12.70% to 13% p.a.). These loans carry an option to reset the interest rate after every 12 months from the date of first disbursement and every 12 months thereafter by giving 30 days clear notice to the Company. These loans are repayable within 60 months from the date of first disbursement.

Loan of Rs. 181.21 (March 31, 2015 : Rs. 194.62) is secured by way of pari passu pledge of investments in preference shares of Bangalore Elevated Tollway Limited, sharing of charge with Infrastructure Leasing and Financial Services Limited on a pari passu basis on the equity shares of Gautami Power Limited and Pass Through Certificates issued by Maytas Investment Trust and negative lien on sub-ordinate loan given to Bangalore Elevated Tollway Limited.

Loan of Rs. Nil (March 31, 2015 : Rs.21.46) was secured by way of pari passu lien on cash flows from Hill County Properties Limited (HCPL) to the Company and additionally secured by inters sharing of security provided by HCPL along with other lenders of HCPL in the form of hypothecation of certain identified receivables including inter corporate loans, residual charge against receivables from unsold inventory etc., pledge of investment in Jubilee Hills Landmark Projects Private Limited and letter of guarantee and Mortgage of title deeds of immovable property from subsidiaries of HCPL. This facility has been fully prepaid during the year.

(g) Finance lease obligation is secured by hypothecation of plant and machinery taken on lease. The interest rate implicit in the lease is 14% p.a. The gross investment in lease, i.e., lease obligation plus interest, is payable in 4 years.

(a) Cash credit from banks are repayable on demand and carries interest @ 9% p.a. to 14.50% p.a. (March 31, 2015: 9% to 14.50% p.a.). These loans are secured by pari passu first mortgage and charge on the Company’s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment’s, machinery spares, tools, accessories, current assets both present and future, except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others.

Loans aggregating to Rs. 233.22 (March 31, 2015 : Rs.194.66) have additionally been secured by personal guarantee given by the Ex-Vice Chairman of the Company, Mr. B Teja Raju.

Loans aggregating to Rs. 216.15 (March 31, 2015 : Rs. 111.62) additionally carry letter of comfort from Infrastructure Leasing and Financial Services Limited.

(b) Unsecured loan from others of Rs. 21.01 (March 31, 2015 : Rs. 45) carries interest @ 14% to 15% p.a. (March 31, 2015 : 14% to 15% p.a.) with an original tenor of 3 months. This had been extended by 11 months until September 30, 2015 and further by 10 months until July 31, 2016. Interest on these facilities are payable at monthly rests.

*Includes interest of Rs. 1.34 (March 31, 2015: Rs. 1.22) not debited by bankers in the cash credit accounts, inspire of instructions issued by the Company.

1. Going concern:

The Company has reported a net loss of Rs. 188.52 Crores for the year ended March 31, 2016 (net profit for the year ended March 31, 2015: Rs. 2.67 Crores) and has accumulated loss of Rs. 329.55 Crores as at March 31, 2016 (as at March 31, 2015: Rs. 141.03 Crores), its net worth has been substantially eroded, there are uncertainties on recovery of its investments/ inter corporate deposits/ dues from customers, etc. and the Company’s current liabilities exceeds its current assets as at the balance sheet date by Rs. 131.25. Management has taken significant steps for revival and restoration of operations of the Company. Based on the business plan and following mitigating factors, the management is confident that the Company will be able to generate profits in future years and meet its financial obligations as they arise:

a. The Company has an order book of Rs. 10,000 approximately as at March 31, 2016.

b. Management has taken significant steps for revival and restoration of operations of the Company.

c. The promoter group comprising of Infrastructure Leasing and Financial Services Limited (IL&FS) and IL&FS Financial Services Limited (IFIN), has advanced loans to the tune of Rs. 983.61 and Rs. 181.21 respectively to support the liquidity position of the Company up to March 31, 2016. Further, the promoter has advanced loans to the extent of Rs. 21.01 through its group companies. The Company has an unutilized limit of Rs. 39.99 from IL&FS as at March 31, 2016. Also, there is an unutilized limit of BGs and LCs of Rs. 400 from IL&FS. IL&FS had provided a Letter of Comfort to the Consortium Bankers stating that it would use its best efforts to ensure that the Company would not default on any of its obligations to the bankers. Management is conf i dent that the promoter group will continue the financial support to the Company to meet its obligation as they arise.

d. During the year, the banks have sanctioned a new term loan for an amount of Rs. 128.44, which is repayable in 12 quarterly installments starting from September 30, 2016. Further, the Company has unutilized Cash Credit limit of Rs. 61.58 and non-fund based limits to the extent of Rs. 100.97 respectively from banks.

e. During the year, the Company had received report from an independent Credit Rating Agency (CRA) on its long-term and short-term banking facilities, wherein the CRA has reaffirmed BBB- and A3 ratings for its long-term and short-term banking facilities respectively.

f. The Company has issued 89,00,000 equity shares of Rs. 10 each at premium of Rs. 75.50 on a preferential basis to IL&FS, and IFIN resulting to total receipt of Rs. 76.10. The proceeds from the preferential issue were utilized towards redemption of preference shares of Rs. 44.25 which were due for redemption during the year. Further, the Company has issued 1,35,853 equity shares on exercise of Employee Stock Options of Rs. 10 each at premium of Rs. 48.90 during the year.

g. The Board of Directors of the Company at its meeting held on May 30, 2016 has resolved, subject to requisite approvals, to issue Preference Shares of Rs. 100 each on preferential basis for an amount up to Rs. 500.

Keeping in view, the abovementioned mitigating factors, these financial statements have been prepared on a going concern basis.

*Income tax demand mainly comprises of demand from the Income Tax authorities upon completion of their assessment up to the financial year 2010-11. The tax demands are mainly on account of classification of waiver of interest and principal amount of loan as revenue receipt which has been considered as capital receipt by the Company, disallowance of expenditure incurred towards extra works/labour cost on projects, disallowance of expenditure on which TDS is not deducted or short deducted, etc.

** The demands raised by the Sales Tax authorities and Central Excise and Service Tax authorities are mainly towards enhancement of taxable turnover due to certain disallowances, change in classification of services provided by the Company, interpretation of the provisions of the Acts etc.

# Excludes Rs. 8.31 (March 31, 2015: Rs. 7.50) where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. All these cases are under litigation and are pending with various authorities, and the expected timing of resulting outflow of economic Benefits cannot be specified.

(iv) Consequent to announcement by erstwhile Chairman of Satyam Computers Services Limited on January 7, 2009, Serious Fraud Investigation Office (SFIO) has initiated investigations on various matters pertaining to the Company which are ongoing. The SFIO has submitted its reports relating to various findings and has issued notices for prosecution for alleged violations against the Company and others for seven matters for which the Company submitted its reply with SFIO. While the Company has not accepted these violations, in order to settle these issues, the Company had filed six compounding applications for these alleged violations, for which final orders have been passed by Company Law Board (CLB) during the year and the Company has paid Rs. 0.08 as fee for compounding towards the same. Further, no action has been initiated by SFIO on the seventh matter till now

(v) The Company had received a Show Cause Notice (SCN) on June 19, 2009 from Securities and Exchange Board of India (SEBI) alleging insider trading by the Company in the scrip of Satyam Computer Services Limited in the years 2001-2002 and 2004-2005. After the aforementioned SCN no further communication was made in this regard until February 2013 when SEBI directed the Company for a personal hearing before whole time member of SEBI. The Company had filed its detailed reply against the SCN in the earlier years and had attended a personal hearing before a whole time member of SEBI in the previous year and accordingly f i led written submissions. During the year, SEBI has passed an order ordering the Company to disgorge an amount of Rs. 59.17 along with Simple Interest of 12% p.a. from January 07, 2009 till the date of payment. However, SEBI order has dropped the proposal to debar the Company from accessing the capital market. Aggrieved by the disgorgement order, the Company has preferred an Appeal in Securities Appellate Tribunal (SAT) and obtained stay order against the operation of the order of SEBI. SEBI has filed its affidavit and the Company has f i led its rejoinder. The order from SAT is awaited on this matter,

(vi) The Company formed Himachal Joint Venture (HJV) to execute an EPC project with National Hydro Power Corporation (Client). HJV subcontracted this work to SSJV Projects Private Limited (SSJV) and the work has been executed to the extent of Rs. 262.45 by SSJV Due to the geographical conditions at site, work could not be done at the rates prescribed in the contract. HJV invoked arbitration clause for delays and extra-ordinary geological occurrence in executing the project. The Client en-cashed bank guarantees for an amount of Rs. 216.40 provided by SSJV and issued winding up notice to the Company as well as other joint venture partners. The Company vide its letter dated July 29, 2013 replied to the said notice stating that the matter is disputed and subjudice and would not be legally tenable. Client had f i led a winding-up petition against Company and Joint venture partner vide CP 73/2014, which are pending for hearing. SSJV had provided indemnity in favor of the Company against all claims, losses etc. that may arise out of this Contract.

Based on the internal assessment and / or legal opinion, the Management is confident that for the above mentioned contingent liabilities, no provision is required to be made as at March 31, 2016.

2. Commitments:

a. Capital Commitments:

Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for Rs. 7.08 (March 31, 2015: Rs. 0.67).

b. Other Commitments:

i. The Company had given a letter of financial support to fund additional capital in Maytas Infra Saudi Arabia Company, Limited Liability Company to an extent of Rs. 24.25 (March 31, 2015: Rs. 22.85).

ii. Under a sponsors’ support agreement, the Company (a co-sponsor) has obligation to the lenders’ of a Special Purpose Vehicle (SPV), whose 26.10% Equity is held by Maytas Investment Trust (MIT), until financial year ending 2027-28, to meet shortfall in Debt service coverage ratio of the SPV on a term loan of Rs. 243.96 (March 31, 2015: Rs. 226.27).

3. Inter-Corporate Deposits:

Prior to April 1, 2009 the erstwhile promoters had given certain Inter Corporate Deposits (ICDs) to various companies aggregating to Rs. 343.78. Of the foregoing, documentary evidences had been established that, for an amount of Rs. 323.78, the then Satyam Computer Services Limited (SCSL) was the ultimate beneficiary and for which a claim together with compensation receivable had been lodged by the Company. During the earlier years, SCSL had merged into Tech Mahindra Limited (TML) pursuant to a Scheme of Arrangement u/s. 391-394 of the Companies Act 1956. As provided in the Scheme and as per the Judgment of Hon’ble High Court of Andhra Pradesh on the said Scheme, the aforesaid amount in books of SCSL was transferred to TML. The Company, through its subsidiaries, preferred an Appeal before the Division Bench of Hon’ble High Court of A.P against the single judge’s Order approving the merger scheme of SCSL which is pending as on date. TML, in its Audited Financial Results for March 31, 2016 continued to disclose as "Amounts Pending Investigation Suspense Account (Net)

Rs. 1,230.40" as disclosed by SCSL earlier. Management is of the opinion that the claim made by the Company on SCSL is included in the aforesaid amount disclosed by TML in their Audited Financial Results. The Company is conf i dent of recovering the said ICDs together with compensation due thereon from SCSL/TML.

Further, based on internal evaluation and/or expert advice, other developments, documentary evidences available with the Company and in view of the observations of the Special Court in its verdict dated April 9, 2015 on the criminal case filed by the Central Bureau of Investigation, confirming that an amount of Rs. 1,425 was transferred to SCSL through the intermediary companies, out of which an amount of Rs. 1,230.40 continues to subsist with SCSL. Management is of the opinion that the Company’s case on the recoverability of the aforesaid amounts is ultimately certain.

4. Segment Reporting:

The Company’s operations fall into a single business segment "Construction and Infrastructure Development” and in accordance with Accounting Standard 17 - Segment Reporting, segment information with respect to geographical segment has been given in the consolidated financial statements of the Company, therefore no separate disclosure on segment information is given in these financial statements.

5. Deferred tax:

The Company has no deferred tax liability as at March 31, 2016. Deferred tax assets on timing differences have not been recognized as at March 31, 2016 in the absence of virtual certainty of future taxable profits.

6. Provision for estimated future loss on projects:

The projects in progress as at March 31, 2016 have been evaluated for future loss, if any, based on estimates relating to cost-to-complete the same. Based on such evaluation, the Company has provided for estimated future losses to an extent of Rs. 45.60 (March 31: 2015 Rs. 14.76) in terms of the requirements of Accounting Standard 7 (revised 2002) "Construction Contracts” notified under section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. The movement in the balance is as under:

7. Provision for liquidated damages:

Liquidated damages are levied as per the terms of the contract for delayed execution of works or delayed achievement of agreed milestones. For all projects in progress, the Management has estimated the probability of levy of liquidated damages, if any, based on completion date as per the contract, extension of time granted by the customer, etc. The movement in provision for liquidated damages is as under:

8. Retirement benefits:

(a) Disclosures related to defined contribution plan:

Provident fund contribution and Employees’ State Insurance contribution (ESI) recognized as expense in the statement of prof it and loss Rs. 6.83 (March 31, 2015: Rs. 7.01).

(b) Disclosures related to defined benefit plan:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days last drawn salary for each completed year of service. The scheme is funded with Life Insurance Corporation of India.

The following tables summarize the components of net benefit expense recognized in the Statement of profit and loss and amounts recognized in the balance sheet for the plan.

9. Related party disclosures:

I. Names of related parties and relationship with the Company (as per the Accounting Standard 18 - “Related Party Disclosures”):

A. Subsidiaries (Related parties where control exists)

1. Maytas Infra Assets Limited

2. Maytas Vasishta Varadhi Limited

3. Maytas Metro Limited

4. Angeerasa Greenf ields Private limited

5. Saptaswara Agro - Farms Private Limited

6. Ekadanta Greenf i elds Private Limited

7. Maytas Infra Saudi Arabia Company (Limited Liability Company)

B. Step Down Subsidiary

1. Maytas Infra for Construction WLL*

* Liquidated during the year

C. Investing party in respect of which the reporting enterprise is an associate

1. Infrastructure Leasing & Financial Services Limited

2. SBG Projects Investments Limited

D. Joint ventures (JV)

NCC - Maytas (JV)

NEC - NCC - Maytas (JV)

Maytas - NCC (JV)

NCC - Maytas (JV)(Singapore Class Township)

Maytas - CTR (JV)

NCC - Maytas - ZVS (JV)

E. Associate

Hill County Properties Limited

F. Key management personnel

Mr. Murlidhar Khattar, Managing Director.

Dr. S N Mukherjee, Chief Financial Officer

Mr. G Venkateswar Reddy, Company Secretary (up to November 30, 2015)

*Excluding bank guarantee/letter of credits of Rs. 267.71 (March 31, 2015: Rs. 267.19) given on behalf of the Company against which the Company had given corporate guarantees in the nature of counter guarantees to the extent of Rs. 190.96 (March 31, 2015: Rs. 190.96). The Company had also given corporate guarantee of Rs. 125 (March 31, 2015: Rs. 125) for availing Letter of Credit facilities from its bankers.

Infrastructure Leasing and Financial Services Limited has provided letter of comfort to banks for cash credit facilities from banks aggregating to Rs. 216.15 (March 31, 2015: Rs. 111.62).

* There is no repayment schedule in respect of all the above loans. They are repayable on demand.

# The repayment schedule is not beyond 7 year.

a. The above joint ventures do not have any contingent liability and capital commitment as at March 31, 2016 and March 31,

2015 except in Maytas - CTR JV amounting to Rs. 11.19 (March 31, 2015 : Rs. 11.21) and Maytas - NCC JV amounting to Rs. 16.27 (March 31, 2015: 16.27)

b. All the aforesaid entities are incorporated in India.

c. The Company has the following joint ventures, which are in the nature of jointly controlled operations:

- Maytas KBL (JV)

- Maytas KCCPL Flow more (JV)

- Maytas MEIL KBL (JV)

- Maytas MEIL ABB AAG (JV)

- MEIL Maytas ABB AAG (JV)

- MEIL Maytas KBL (JV)

- MEIL Maytas WIPL (JV)

- MEIL Maytas AAG (JV)

- MEIL - SEW - Maytas - BHEL (JV)

- L&T KBL Maytas (JV)

- Maytas - Rithwik (JV)

- Maytas Sushee (JV)

- Maytas Gayatri (JV)

- IL&FS Engg - Kalindee (JV)

- AMR-Maytas-KBL-WEG (JV)

- ITDC-Maytas (JV)

The Company’s share in assets, liabilities, income and expenditure are duly accounted for in the accounts of the Company in accordance with such division of work as per the work sharing arrangements and therefore does not require separate disclosures. However, joint venture partners are jointly and severally liable to clients for any claims in these projects.

10. Leases:

In case of assets taken on lease:

Operating lease: Operating leases are mainly in the nature of lease of office premises and machinery with no restrictions and are renewable at mutual consent. There are no restrictions imposed by lease arrangements. There are no subleases.

Finance lease: The present value of minimum lease rentals is capitalized as fixed assets with corresponding amount shown as lease liability. The principal component in the lease rentals is adjusted against the lease obligation and the finance charges are charged to the Statement of Profit and Loss as they arise. During the year the Company has purchased construction equipment under finance lease. The tenure of the lease is four years. The lease agreement provides for a fixed monthly lease rents over the period of lease term.

Apart from the assets covered above, there are certain other assets which are leased out but have no fixed lease terms. Accordingly, no disclosure regarding future minimum lease payments has been made.

11. In the earlier years, pursuant to the Debt Restructuring Programme, the Company had settled an irrevocable trust, namely: Maytas Investment Trust (Trust). The objective of the Trust was to dispose certain underlying investments held and settle the liability towards the Pass Through Certificate (PTC), wherein the Company was also a contributory. As at March 31, 2016, the Investment of the Company includes Rs. 259.67 (March 31, 2015: Rs. 259.67) contributed towards these PTCs and has receivables loans and advances and Investments aggregating to Rs. 196.73 which are dependent upon recovery of capacity charges and supplies/ availability of natural gas to a gas based power generating plant, increase in traffic on road investments, f i nal award of the claim and positive outcome of the litigations in the investee companies, etc.

Based on internal assessment, legal advice and fair valuation carried out by external experts of underlying investments held by the Trust, management does not currently envisage any diminution in the value of aforesaid assets.

12. Post induction of IL&FS Group [Consisting of Infrastructure Leasing & Financial Services Limited ("IL&FS"), IL&FS Financial Services Limited ("IFIN") and IL&FS Engineering & Construction Company Limited ("IECCL’)] in the Hill County Properties Limited ("HCPL’), IL&FS Group had extended loans to HCPL through the Company amounting to Rs. Nil (March 31, 2015: Rs. 201.46). Such facilities were ranked as priority debt and had priority in repayment over other liabilities of HCPL (except existing secured borrowings from banks). In addition, towards security for the same, the Company had entered into an "Articles of Agreement" with HCPL wherein IL&FS Group had been given an option for adjusting the loans, along with accrued interest, against all the unsold villas and apartments of Hill County Phase I project of HCPL.

During the earlier years, the Company had entered into inter-se sharing of security provided by HCPL along with other lenders of HCPL in the form of hypothecation of certain identified receivables including inter corporate loans, residual charge against receivables from unsold inventory, pledge of investment in Jubilee Hills Landmark Projects Private Limited and letter of guarantees and mortgage of title deeds of immovable property from subsidiaries of HCPL. HCPL was in the process of creating charges for certain mortgage of title deed of immovable property and development rights from identified subsidiaries along with their respective corporate guarantees. Based on the security of these assets, the loans had been classified as secured.

13. (i) In the previous year, consequent to an arbitration award, the Company had accrued proportionate revenue to the extent of percentage of completion in case of a road project amounting of Rs. 97.29 and accrued interest of Rs. 57.29 (including Rs. 24.39 recognized during the year). The customer had f i led an appeal with the Honorable High Court of New Delhi against the said award and the hearings are on-going. The Company has filed a counter stating that the objections raised by the customer are beyond the scope of challenge allowable under law and the appeal is not legally tenable.

(ii) During the year, the Company has accrued revenue of Rs. 85.51 and interest of Rs. 43.16 on account of compensation claimed by the Company for delays due to handing over of the land, drawings, etc. for project execution. The compensation is based on the provisions in the agreements, completion of arbitration proceedings and is supported by the Extension of Time recommended by the Independent Engineers. Hitherto, the same was accounted based on favorable arbitration award received by the Company and which has now been accrued based on expert opinion and internal assessment and the management is of the view that the claims are tenable and there exist no uncertainty as to ultimate collection.

Since these claims are technical in nature and subject to judicial process, the Company has obtained legal opinion on the recoverability of such claims from independent counsel. The Company has been legally advised that the amounts are good of recovery. On the basis of expert opinion and internal assessment, the management is of the view that the claims are tenable and there exist no uncertainty as to ultimate collection. Pending outcome of the judicial process, the above amounts are being carried as recoverable.

14. As at March 31, 2016, the Company has made investment of Rs. 33.19 in an overseas subsidiary. Based on the management certified financial statements of the aforesaid subsidiary as on March 31, 2016, the net worth of the subsidiary is fully eroded and the Company may have potential obligation to share further liabilities of the said subsidiary, which is presently under negotiation and hence undeterminable. Management is in discussion with the other shareholder of the subsidiary on various options and is confident to restore the carrying value of the investment and therefore no provision is required for diminution in the value of such investment/potential obligations.

15. In accordance with the provisions of Schedule II of the Companies Act, 2013, the Company had revised the estimated useful lives of fixed assets with effect from April 01, 2014. Accordingly, the net-book value of the fixed assets as on April 01, 2014, is depreciated on a prospective basis over the remaining useful life, wherever applicable. As a result of such change in the estimated useful lives, the depreciation and amortization expense for the year ended March 31, 2015 had decreased by Rs. 11.62 with a corresponding impact on profit after tax and fixed assets.

Further, as per the notification issued by MCA dated August 29, 2014, the Company had opted to adjust the carrying amount of certain fixed assets amounting to Rs. 2.50 as on April 1, 2014 whose remaining useful life was ‘Nil’ as on that date, to deficit in the Statement of profit and loss in the financial statements.

16. All amounts less than Rs. 0.01 have been disclosed as Rs. 0.00.

17. Previous year’s gigues have been regrouped/rearranged to conform to those of the current year


Mar 31, 2015

1. Corporate information:

IL & FS Engineering and Construction Company Limited ("IECCL or "the Company") is a public company domiciled in India. The Company is primarily engaged in the business of erection / construction of roads, irrigation projects, buildings, oil & gas infrastructure, railway infrastructure, power plants, power transmission & distribution lines including rural electrification and development of ports. The equity shares of the Company are listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

2. Basis for preparation of financial statements:

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

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

(a) Terms/rights attached to equity shares

The Company has only one class of equity shares having a face 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. 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 distributions will be in proportion to the number of equity shares held by the shareholders.

(b) Restrictions attached to equity shares

(i) 73,076,954 (March 31, 2014: Nil) equity shares were required to be under lock-in as per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, of which the Company has created lock-in on February 8, 2015 for 51,802,512 shares upto October 31, 2015 and has requested to create lock-in for 9,795,846 shares and 11,478,596 shares upto April 29, 2018 and April 29, 2016 respectively, which have been made effective on April 8, 2015.

(ii) As per the Master Restructuring Agreement (MRA) entered into by the Company with its bankers, the promoter''s share holding would be retained at a minimum of 26% of issued equity share capital of the Company at any point of time for a maximum period of four years from the effective date i.e. September 27, 2010.Further vide letter dated February 26, 2015, Infrastructure Leasing and Financial Services Limited confirmed that the promoters will not, without the prior written consent of the Bank, dilute its equity holding in the Company below 26% of the paid up equity share capital of the Company.

(c) Terms of 6% cumulative redeemable preference shares

On December 06, 2010, the Company had allotted 5,749,500 6% CRPS of Rs. 100 each fully paid as per the terms of MRA entered with Bankers. The Company had further allotted 236,280 CRPS of Rs. 100 each as fully paid bonus shares to the holders of initial CRPS in the ratio of 1:24.33 (i.e. one fully paid CRPS of Rs. 100 each for every 24.33 CRPS held) on September 29, 2011. The aforesaid CRPS were redeemed on the due date i.e., March 31, 2015.

The Company had also allotted 1,500,000 CRPS to the holders of OCCRPS on September 29, 2011 as fully paid bonus shares in the ratio of 1:16.67 i.e. (one fully paid CRPS of Rs. 100 each for every 16.67 OCCRPS held). The redemption schedule of this bonus CRPS is - 30% on September 30, 2012; 15% each on September 30, 2013 and September 30, 2015; 20% each on September 30, 2014 and September 30, 2016. The 30% bonus CRPS (450,000 CRPS of Rs. 100 each) which were due for redemption on September 30, 2012 were purchased by IL&FS Trust Company Limited (ITCL), being the Trustee of Maytas Investment Trust (MIT), on September 29, 2012. The Company has extended the redemption period of these preference shares by a period of 3 years with an early redemption right with the Company before the extended period of 3 years by giving 30 days notice period to the shareholders. The 15% Bonus CRPS (225,000 CRPS of Rs. 100 each) which were due for redemption on September 30, 2013 were purchased by ITCL being the Trustee of MIT, on September 30, 2013. The Company has extended the redemption period of these preference shares by a period of 6 years with an early redemption right with the Company before the extended period of 6 years by giving 30 days notice period to the shareholders. The 20% Bonus CRPS (300,000 CRPS of Rs. 100 each) which were due for redemption on September 30, 2014 were redeemed by the Company on March 23, 2015, as per the terms of the issue, as amended.

CRPS carry cumulative dividend of 6% p.a. The Company declares and pays dividends in Indian rupees. Each holder of 6% CRPS is entitled to one vote per share only on resolutions placed before the Company which directly affect the rights attached to CRPS. In the event of liquidation of the Company during the existence of CRPS, the holders of CRPS will have priority along with holders of OCCRPS over equity shares in the payment of dividend and repayment of capital.

(d) Terms of 6% optionally convertible cumulative redeemable preference shares

On March 31, 2011, the Company had allotted 25,000,000 OCCRPS of Rs. 100 each fully paid as per the terms of MRA entered with bankers.

(e) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

i. The Company had allotted 236,280 6% CRPS of Rs. 100 each in 2011-12 as fully paid up bonus shares to the holders of initial CRPS in the ratio of 1:24.33 (i.e. one fully paid CRPS of Rs. 100 each for every 24.33 CRPS held) by capitalizing securities premium.

ii. The Company had allotted 1,500,000 6% CRPS of Rs. 100 each in 2011-12 as fully paid up bonus shares to the holders of Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) in the ratio of 1:16.67 i.e. (one fully paid Bonus CRPS of Rs. 100 each for every 16.67 OCCRPS held) by capitalizing securities premium.

Note: Shares issued by the Company pursuant to Corporate Debt Restructuring scheme have not been considered for above disclosures.

These loans are secured by pari passu first mortgage and charge on the Company''s immovable properties, both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment''s, machinery spares, tools, accessories, current assets both present and future except to the extent of assets exclusively hypothecated against vehicle loans from others. These loans have additionally been secured by personal guarantee given by the Ex-Vice Chairman of the Company, Mr. B Teja Raju.

(c) Indian rupee term loans from banks carries an interest rate of 11% p.a. (March 31, 2014 : 11%p.a.). The loan is repayable in 20 quarterly installments commencing from June 30, 2014. These loans are secured by pari passu first mortgage and charge on the Company''s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment''s, machinery spares, tools, accessories, current assets both present and future except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others.

(d) Vehicle loans from Non-Banking Financial Companies carry interest @ 14.73% to 18.39% p.a. (March 31, 2014 : 14.70% to 20.90% p.a.). These loans are repayable in equated monthly installments over the tenure of 36 months to 48 months from the date of disbursement of loan. Vehicle loans are secured by hypothecation of vehicles purchased out of the loan taken.

(e) Secured loans from related party carry interest @ 12.70% to 13% p.a. (March 31, 2014 : 12.70% to 13% p.a.). These loans carry an option to reset the interest rate after every 12 months from the date of first disbursement and 12 months thereafter by giving 30 days clear notice to the Company. These loans are repayable within 57 months to 84 months from the date of first disbursement. Further Interest on Rs.130 (March 31, 2014 : Rs. 130) loan from the drawdown date till March 2015 would be accrued and converted into Funded Interest Term Loan (FITL) and shall be repaid in June 2016. FITL shall carry interest @ 0.01% p.a. and will be paid along with FITL. Additionally, premium of Rs. 18 is payable on redemption of this loan.

Of the above, loan to the extent of Rs. 421.60 (March 31, 2014 : Rs. 356.60) is secured by way of pari passu pledge of investments in preference shares of Bangalore Elevated Tollway Limited, sharing of charge with IL&FS Financial Services Limited on a pari passu basis on the equity shares of Gautami Power Limited and Pass Through Certificates issued by Maytas Investment Trust and negative lien on sub-ordinate loan given to Bangalore Elevated Tollway Limited. Out of the above, loan of Rs 162 (March 31, 2014 : Rs. 97) is additionally secured by second charge on Inter-Corporate Deposits given to Hill County Properties Limited (HCPL) along with accumulated interest thereon and second charge on loans given to and equipment hire charges receivable from Terra Infra Limited along with accumulated interest thereon.

Loan to the extent of Rs.180 (March 31, 2014 : Rs. 180) is secured by way of pari passu lien on cashflows from HCPL to the Company and are additionally secured by interse sharing of security provided by HCPL along with other lenders of HCPL in the form of hypothecation of certain identified receivables including inter corporate loans, residual charge against receivables from unsold inventory etc., pledge of investment in Jubilee Hills Landmark Projects Private Limited and letter of guarantees and Mortgage of title deeds of immovable property from subsidiaries of HCPL.

Loan to the extent of Rs. 375 (Marh 31, 2014 : Rs. Nil) is secured by second charge on Inter Corporate Deposits of Rs. 343.78 provided by the Company. Of these, loan of Rs. 280 is additionally secured by way of second charge on net receivables from a road project to the extent of Rs. 40.

Loan to the extent of Rs. 98.30 (March 31, 2014 : Rs. Nil) is secured by way of hypothecation on second charge basis of the Loans and Advances (including interest accrued) provided by the Company to Cyberabad Expressway Limited & Pondicherry Tindivanam Tollway Limited and investment in Maytas Infra Saudi Arabia Company (Limited Liability Company).

(f) Secured loans from others carry interest @ 12.70% to 13% p.a. (March 31, 2014 : 12.70% to 13% p.a.). These loans carry an option to reset the interest rate after every 12 months from the date of first disbursement and every 12 months thereafter by giving 30 days clear notice to the Company. These loans are repayable within 60 months from the date of first disbursement.

Of the above, loan to the extent of Rs. 194.62 (March 31, 2014 : Rs. 200) is secured by way of pari passu pledge of investments in preference shares of Bangalore Elevated Tollway Limited, sharing of charge with Infrastructure Leasing and Financial Services Limited on a pari passu basis on the equity shares of Gautami Power Limited and Pass Through Certificates issued by Maytas Investment Trust and negative lien on sub-ordinate loan given to Bangalore Elevated Tollway Limited. Loan of Rs 21.46 (March 31, 2014 : Rs.21.46) is secured by way of pari passu lien on cashflows from Hill County Properties Limited (HCPL) to the Company and additionally secured by interse sharing of security provided by HCPL along with other lenders of HCPL in the form of hypothecation of certain identified receivables including inter corporate loans, residual charge against receivables from unsold inventory etc., pledge of investment in Jubilee Hills Landmark Projects Private Limited and letter of guarantee and Mortgage of title deeds of immovable property from subsidiaries of HCPL.

(g) Finance lease obligation is secured by hypothecation of plant and machinery taken on lease. The interest rate implicit in the lease is 14% p.a. The gross investment in lease, i.e, lease obligation plus interest, is payable in 4 years.

(a) Cash credit from banks are repayable on demand and carries interest @ 9% p.a. to 14.50% p.a. (March 31, 2014 : 9% to 14.50% p.a.).These loans are secured by pari passu first mortgage and charge on the Company''s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipment''s, machinery spares, tools, accessories, current assets both present and future, except to the extent of assets exclusively hypothecated against vehicle loans/ finance leased assets from others.Loans aggregating to Rs. 194.66 (March 31, 2014 : Rs.233.49) have additionally been secured by personal guarantee given by the Ex-Vice Chairman of the Company, Mr. B Teja Raju.Loans aggregating to Rs. 111.62 (March 31, 2014 : Rs. 82.78) carry letter of comfort from Infrastructure Leasing and Financial Services Limited.

(b) Unsecured loan from others of Rs. 45 (March 31, 2014 : Rs. Nil) carries interest @ 14% to 15% p.a. with a tenor of 11 months repayable by September 30, 2015. Interest on these facilities are payable at monthly rests.

(c) Unsecured loans from others of Rs. Nil (March 31, 2014 : Rs. 200) carries interest @ 15% p.a to 16.50% p. a. with a tenor of 4 to 5 months repayable by June 26, 2014. Interest on these facilities are payable at monthly rests.

3. Going concern:

The Company has recorded a net profit of Rs. 2.67 for the year ended March 31, 2015 (18 months ended March 31, 2014: Loss of Rs. 150.98) and has accumulated loss of Rs. 141.03 as at March 31, 2015 (as at March 31, 2014: Rs. 141.20).Based on the business plan and following mitigating factors,the management is confident that the Company will be able to generate profits in future years and meet its financial obligations as they arise:

(a) The Company has an order book ofRs. 10,150 approximately as at March 31,2015.

(b) Management has taken significant steps for revival and restoration of operations of the Company.

(c) The promoter group comprising of Infrastructure Leasing and Financial Services Limited (IL&FS) and IL&FS Financial Services Limited (IFIN), has advanced loans to the tune of Rs. 1,074.90 and Rs. 216.08 respectively to support the liquidity position of the Company upto March 31, 2015. Further, the promoter has advanced loans to the extent of Rs. 45 through its group companies. The Company also has an unutilized limit of Rs. 6.70 from IL&FS and Rs. 25.00 from IFIN as at March 31, 2015.Also, there is an unutilised limit of BGs and LCs of Rs. 33.26 from IL&FS.

(d) The Company has unutilized Cash Credit limit of Rs. 104.95 (including additional limit of Rs. 48.20 sanctioned by three bankers) and non-fund based limits to the extent of Rs. 101.40 ( including additional limit of Rs. 77.14 sanctioned by two banks) respectively from banks.

(e) The Company has issued 21,274,442 equity shares of Rs. 10 each at premium of Rs. 50.50 on a preferential basis to IL&FS, IFIN and SBG Projects Investments Limited resulting to total receipt of Rs. 128.71. The proceeds from the preferential issue were utilized towards redemption of preference shares of Rs. 112.86 which were due for redemption during the year. Further, the Company has issued 1,061,133 equity shares on exercise of Employee Stock Options of Rs. 10 each at premium of Rs. 48.90 during the year.

(f) During the current year, the Company had received report from an independent Credit Rating Agency (CRA) on its long-term and short-term banking facilities, wherein the CRA has reaffirmed BBB- and A3 ratings for its long-term and short-term banking facilities respectively.

Keeping in view, the above mentioned mitigating factors, the accompanying financial statements have been prepared on a going concern basis.

4. (a) Contingent liabilities on account of pending litigations

S. Particulars As at As at No. March 31, 2015 March 31, 2014

(i) Claims against the Company not acknowledged as debts (interest, if any, not ascertainable after date of order) 21.07 22.50

(ii) Direct taxes under dispute * 59.10 61.70

(iii) Indirect taxes under dispute **# 80.00 54.97

* Income tax demand comprises of demand from the Income Ta x authorities upon completion of their assessment upto the financial year 2010-11. The tax demands are mainly on account of classification of waiver of interest and principal amount of loan as revenue receipt which has been considered as capital receipt by the Company, disallowance of expenditure incurred towards extra works/ labour cost on projects, disallowance of expenditure on which TDS is not deducted or short deducted, etc.

** The demands raised by the Sales Ta x authorities and Central Excise authorities are mainly towards enhancement of taxable turnover due to certain disallowances,change in classification of services provided by the Company, utilization of ineligible input cenvat credit, penalties, etc.

# Excludes Rs. 7.50 where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. All these cases are under litigation and are pending with various authorities, and the expected timing of resulting outflow of economic benefits cannot be specified.

(iv) Consequent to announcement by erstwhile chairman of Satyam Computers Services Limited on January 7, 2009, Serious Fraud Investigation Office (SFIO) has initiated investigations on various matters pertaining to the Company which are ongoing. The SFIO has submitted its reports relating to various findings and has issued notices for prosecution for alleged violations against the Company and others. While the Company has not accepted these violations, in order to settle these issues, the Company had filed compounding applications for these alleged violations, which are yet to be concluded.

(v) The Company had received a Show Cause Notice (SCN) on June 19, 2009 from Securities and Exchange Board of India (SEBI) alleging insider trading by the Company in the scrip of Satyam Computer Services Limited in the years 2001-2002 and 2004- 2005. After the afore mentioned SCN no further communication was made in this regard until February 2013 when SEBI directed the Company for a personal hearing before whole time member of SEBI. The Company has filed its detailed reply against the SCNin the previous year. During the year, the Company has attended a personal hearing before a whole time member of SEBI and accordingly filed written submissions. The order from SEBI on this matter is awaited.

(vi) The Company had entered into a share transfer agreement dated July 9, 2010 towards disposal of its stake in two BOT projects. Subsequently, on July 2, 2012, on the pretext of certain acts/alleged breaches by the Company, the transferee made certain unsubstantiated allegations and nominated an arbitrator, which was refuted by the Company for lack of any disputable ground and no loss on part of transferee for the breaches alleged. High Court of Karnataka appointed arbitrator who has dismissed the proceedings during the year. Further,during the year ended March 31, 2014, the transferee also filed petition under Section 9 of the Arbitration & Conciliation Act, 1996. During the year, these arbitration proceedings have been dismissed. As at March 31, 2015 there are no cases against the Company in respect of this matter.

(vii) The Company formed Himachal Joint Venture (HJV) to execute an EPC project with National Hydro Power Corporation (Client). HJV subcontracted this work to SSJV Projects Private Limited (SSJV) and the work has been executed to the extent of Rs. 262.45 by SSJV. Due to the geographical conditions at site, work could not be done at the rates prescribed in the contract. HJV invoked arbitration clause for delays and extra-ordinary geological occurrence in executing the project. The Client en-cashed bank guarantees for an amount of Rs. 216.40 provided by SSJV and issued winding up notice to the Company as well as other joint venture partners. The Company vide its letter dated July 29, 2013 replied to the said notice stating that the matter is disputed and subjudice and would not be legally tenable. Client has filed a winding-up petition against Company and Joint venture partner vide CP 73/2014, which are pending for hearing. SSJV has provided indemnity in favour of the Company against all claims, losses etc. that may arise out of this Contract.

Based on the internal assessment and / or legal opinion, the Management is confident that for the above mentioned contingent liabilities, no provision is required to be made as at March 31, 2015.

5. Commitments:

(a) Capital Commitments:

Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for Rs. 0.67 (March 31, 2014: Rs. 7.81).

(b) Other Commitments:

i The Company has given a letter of financial support to fund additional capital in Maytas Infra Saudi Arabia Company, Limited Liability Company to an extent of Rs. 22.85 (March 31, 2014: Rs. Nil).

ii. Under a sponsors'' support agreement, the Company (a co-sponsor) has obligation to the lenders'' of a Special Purpose Vehicle (SPV), whose 24% Equity is held by Maytas Investment Trust (MIT), until financial year ending 2027-28, to meet shortfall in Debt service coverage ratio of the SPV on a term loan of RS. 226.27

6 Inter-Corporate Deposits:

Prior to April 1, 2009 the erstwhile promoters had given certain Inter Corporate Deposits (ICDs) to various companies aggregating to Rs. 343.78. Of the foregoing, documentary evidences had been established that, for an amount of Rs. 323.78, the then Satyam Computer Services Limited (SCSL) was the ultimate beneficiary and for which a claim together with compensation receivable had been lodged by the Company. During the previous year, SCSL had merged into Tech Mahindra Limited (TML) pursuant to a Scheme of Arrangement u/s.391-394 of the Companies Act 1956. As provided in the Scheme and as per the Judgment of Hon''ble High Court of Andhra Pradesh on the said Scheme, the aforesaid amount in books of SCSL was transferred to TML. The Company, through its subsidiaries, preferred an Appeal before the Division Bench of Hon''ble High Court of A.P. against the single judge''s Order approving the merger scheme of SCSL which is pending as on date. TML, in its Audited Financial Results for March 31, 2015 continued to disclose as "Amounts Pending Investigation Suspense Account (Net) Rs. 1,230.40" as disclosed by SCSL earlier. Management is of the opinion that the claim made by the Company on SCSL is included in the aforesaid amount disclosed by TML in their Audited Financial Results. The Company is confident of recovering the said ICDs together with compensation due thereon from SCSL/TML.

Further, based on internal evaluation and/or expert advice, recent developments,documentary evidences available with the Company and in view of the observations of the Special Court in its verdict dated April 9, 2015 on the criminal case filed by the Central Bureau of Investigation, confirming that an amount of Rs. 1,425 was transferred to SCSL through the intermediary companies, out of which an amount of Rs. 1,230.40 continues to subsist with SCSL.Management is of the opinion that the Company''s case on the recoverability of the aforesaid amounts is ultimately certain.

7. Segment Reporting:

The Company''s operations fall into a single business segment "Construction and Infrastructure Development" and in accordance with Accounting Standard 17 - Segment Reporting, segment information with respect to geographical segment has been given in the consolidated financial statements of the Company, therefore no separate disclosure on segment information is given in these financial statements.

8. Deferred tax:

The Company has no deferred tax liability as at March 31,2015. Deferred tax assets on timing differences have not been recognized as at March 31,2015 in the absence of virtual certainty of future taxable profits.

9. Retirement benefits:

(a) Disclosures related to defined contribution plan:

Provident fund contribution and Employees'' State Insurance contribution (ESI) recognized as expense in the statement of profit and loss Rs. 7.01 (March 31, 2014: Rs.7.66).

(b) Disclosures related to defined benefit plan:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days last drawn salary for each completed year of service. The scheme is unfunded.

10. Related party disclosures:

I. Names of related parties and relationship with the Company (as per the Accounting Standard 18 – "Related Party Disclosures":

A. Subsidiaries (Related parties where control exists)

1. Maytas Infra Assets Limited

2. Maytas Vasishta Varadhi Limited

3. Maytas Metro Limited

4. Angeerasa Greenfields Private limited

5. Saptaswara Agro - Farms Private Limited

6. Ekadanta Greenfields Private Limited

7. Maytas Infra Saudi Arabia Company (Limited Liability Company)

B. Step Down Subsidiary

1. Maytas Infra for Construction WLL*

* Under liquidation

C. Investing party in respect of which the reporting enterprise is an associate

1. Infrastructure Leasing & Financial Services Limited

2. SBG Projects Investments Limited

D. Joint ventures (JV)

1. Maytas – SNC (JV)*

2. NCC – Maytas (JV)

3. NEC – NCC – Maytas (JV)

4. Maytas – NCC (JV)

5. NCC – Maytas (JV)(Singapore Class Township)

6. Maytas – CTR (JV)

7. NCC – Maytas – ZVS (JV)

* During the previous year, as per the revision in the arrangement, the Company has amicably settled the liability with the other JV partner and hence ceased to be a Joint Venture of the Company.

11. In the earlier years, pursuant to the Debt Restructuring Programme, the Company had settled an irrevocable trust, namely, Maytas Investment Trust (Trust). The objective of the Trust was to dispose certain underlying investments held and settle the liability towards the Pass Through Certificate (PTC), wherein the Company was also a contributory. Hitherto, the Company was also liable for shortfall, if any, in eventual settlement of the PTCs issued by the trust to other contributories. During the previous year, the terms of the PTCs were restructured and as per revised arrangement, the Trust has issued fresh PTCs in lieu of erstwhile PTCs wherein the contributories would participate in the realization arising out of disposal of underlying investments in specified order and the Company is no longer liable for the shortfall, if any, towards settlement of PTCs held by other contributories. As at March 31,2015, the Investment of the Company includes Rs. 259.67(March 31, 2014: Rs. 259.67) contributed towards these PTCs.

The aforesaid Trust portfolio includes an investment wherein the investee company has gas based power plant, which is facing concerns on account of lower supplies/availability of natural gas. However, based on expert advice, evaluation of few alternates including representations/discussions with various government authorities to secure the gas linkage/supplies, the Management is of the view that the concerns in the industry are temporary in nature and will not have any material impact on the carrying value of the underlying investments held by the Trust and consequently on the carrying value of the PTCs held by the Company.

12. Post induction of IL&FS Group [Consisting of Infrastructure Leasing & Financial Services Limited ("IL&FS"), IL&FS Financial Services Limited ("IFIN") and IL&FS Engineering & Construction Company Limited ("IECCL")] in the Hill County Properties Limited ("HCPL"), IL&FS Group has extended loans to HCPL through the Company amountingto Rs.201.46 (March 31, 2014: Rs. 201.46). Such facilities rank as priority debt and will have priority in repayment over other liabilities of HCPL (except existing secured borrowings from banks). In addition, towards security for the same, the Company has entered into an "Articles of Agreement" with HCPL wherein IL&FS Grouphas been given an option for adjusting the loans, along with accrued interest, against all the unsold villas and apartments of Hill County Phase I project of HCPL.

During the previous year, the Company had entered into inter-se sharing of security provided by HCPL along with other lenders of HCPL in the form of hypothecation of certain identified receivables including inter corporate loans, residual charge against receivables from unsold inventory, pledge of investment in Jubilee Hills Landmark Projects Private Limited and letter of guarantees and mortgage of title deeds of immovable property from subsidiaries of HCPL. HCPL is in the process of creating charges for certain mortgage of title deed of immovable property and development rights from identified subsidiaries along with their respective corporate guarantees. Based on the security of these assets, the loans have been classified as secured.

13. Consequent to an arbitration award, during the year, the Company has accrued proportionate revenue to the extent of percentage of completion in case of a road project amounting to Rs. 137.54(including interest of Rs. 36.30).The customer has filed an appeal with the Honorable High Court of New Delhi against the said award. Based on internal evaluation and/or legal advice, the Management is confident on the realization of the same.

14. In accordance with the provisions of Schedule II of the Companies Act, 2013, the Company has revised the estimated useful lives of fixed assets with effect from April 01, 2014. Accordingly, the net-book value of the fixed assets as on April 01, 2014, is depreciated on a prospective basis over the remaining useful life, wherever applicable. As a result of such change in the estimated useful lives, the depreciation and amortization expense for the year ended March 31, 2015 has decreased by Rs. 11.62 with a corresponding impact on profit after tax and fixed assets.

Further, as per the notification issued by MCA dated August 29, 2014, the Company has opted to adjust the carrying amount of certain fixed assets amounting to Rs. 2.50 as on April 1, 2014 whose remaining useful life was ''Nil'' as on that date, to deficit in the Statement of profit and loss in the financial statements.

15. All amounts less than Rs. 0.01 have been disclosed as Rs. 0.00.During the previous year, the Board of directors of the Company hadapproved the extension of financial year of the Company ending on September 30, 2013 by a period of six months i.e. upto March 31, 2014, in order to align the financial year of the Company in terms of the Companies'' Act, 2013, which had been approved by the Registrar of Companies, Andhra Pradesh. The previousyear financial statementswerefor eighteen months from October 01, 2012 toMarch 31, 2014. Hence, current year''s figures being for 12 months are not comparable with the previous year''s figures for 18 months.

16. Previous year''s figures have been regrouped/rearranged to conform to those of the current year.


Mar 31, 2014

1. Leases:

In case of assets taken on lease:

Operating lease: Operating leases are mainly in the nature of lease of office premises and machinery with no restrictions and are renewable at mutual consent. There are no restrictions imposed by lease arrangements. There are no subleases.

Finance lease: The present value of minimum lease rentals is capitalized as fixed assets with corresponding amount shown as lease liability. The principal component in the lease rentals is adjusted against the lease obligation and the finance charges are charged to the Statement of Profit and Loss as they arise. Finance lease was in the nature of office improvements and furniture for leasehold office premises. The lease agreement provides for escalation of lease rents over the period of lease term. The term was for a period of ten years renewable for a further period of ten years at mutual consent. The Company has pre closed the lease agreement and vacated the premises w.e.f. May 13, 2013. The Company has charged off the net book value of lease hold improvements to Statement of Profit and Loss.

2. Scheme of arrangement:

In the previous year, the Company had undertaken a Scheme of Arrangement ("the Scheme") under Sections 391 to 394 of the Companies Act, 1956 ("the Act") read with Sections 78,100 to 104 of the Act. The same was sanctioned by the Hon''ble High Court of Andhra Pradesh ("the Court") vide its order dated October 17, 2012, which was further modified on October 19, 2012 and on November 7, 2012 respectively. The said orders of the Court were registered with the Registrar of Companies on November 21, 2012. Pursuant to the Scheme, the securities premium account of the Company of Rs. 612.24 had been adjusted against the gross debit balance of Rs. 728.38 in the Statement Profit and Loss of the Company for the financial years 2008-09 and 2009-10. The unadjusted debit balance of Rs. 116.14 had been adjusted against the gross credit balance of the Statement of Profit and Loss of Rs. 295.96 being balance in the Profit and loss account as on March 31, 2008 and Profit for the year 2010-11 of the Company leaving Rs. 179.82 in the statement of profit and loss of the Company as on the appointed date. Salient features/conditions of the Scheme are as under:

- The Company shall within four weeks of this order, furnish an unconditional Bank Guarantee for Rs.70.02 and deposit the guarantee with the Registrar (Judicial), Hon''ble High Court of Andhra Pradesh, to be retained to the credit of, and till the final outcome of Company Petition No.199 of 2010, or any directions passed therein. The debt due to the other two unsecured creditors, who voted against the scheme, of Rs.0.08 shall be repaid to them within four weeks from the date of the order, and proof of payment shall be filed by way of an application, supported by an affidavit, in the Company Petition.

- The Company shall add to its name, as its last words "and reduced" for the year up to and until the end of the financial year 2012-13; and in the balance sheet, the profit and loss account, and the annexure thereto for the year.

The balance in the statement of profit and loss arising pursuant to the Scheme can be used for payment of dividend to preference shareholders and/or adjustment against losses, if any, in the normal course of business operations from April 2011 onwards or for redemption of preference shares, but not for payment of dividend to equity shareholders.

The Company had complied with the conditions imposed by the order and has given effect of the same in the financial statement. The Company had presented the impact of the scheme in the Statement of profit and loss during the previous year, since such presentation was relevant to the understanding of the effect of the Scheme on the financial position and/ or performance.

3. In the earlier years, pursuant to the Debt Restructuring Programme, the Company had settled an irrevocable trust, namely, Maytas Investment Trust (Trust). The objective of the Trust was to dispose certain underlying investments held and settle the liability towards the Pass Through Certificate (PTC)., wherein the Company was also a contributory. Hitherto, the Company was also liable for shortfall, if any, in eventual settlement of the PTCs issued by the trust to other contributories. During the year, the terms of the PTCs have been restructured and as per revised arrangement, the Trust has issued fresh PTCs in lieu of erstwhile PTCs wherein the contributories would participate in the realization arising out of disposal of underlying investments in specified order and the Company is no longer liable for the shortfall, if any, towards settlement of PTCs held by other contributories. As at March 31,2014. the Investment of the Company includes Rs. 259.67 contributed towards these PTCs.

The aforesaid Trust portfolio includes an investment wherein the investee company has gas based power plant, which is facing concerns on account of lower supplies/availability of natural gas. However, based on expert advice, evaluation of few alternates including representations/discussions with various government authorities to secure the gas linkage/supplies, the Management is of the view that the concerns in the industry are temporary in nature and will not have any material impact on the carrying value of the underlying investments held by the Trust and consequently on the carrying value of the PTCs held by the Company.

4. Post induction of IL&FS Group [Consisting of Infrastructure Leasing & Financial Services Limited ("IL&FS"), IL&FS Financial Services Limited ("IFIN") and IL&FS Engineering & Construction Company Limited ("IECCL'')] in the Hill County Properties Limited ("HCPL'') (formerly known as Maytas Properties Limited) ("MPL''), IL&FS Group has extended loans to HCPL through the Company and amount outstanding as on March 31,2014 is Fis.201.46 (September 30,2012 : Rs. 321.98). Such facilities rank as priority debt and will have priority in repayment over other liabilities of HCPL (except existing secured borrowings from banks). In addition, towards security for the same, the Company has entered into an "Articles of Agreement" with HCPL wherein IL&FS Group has been given an option for adjusting the loans, along with accrued interest, against all the unsold villas and apartments of Hill County Phase I project of HCPL.

As per the terms of the said agreement, an option vests with the IL&FS Group to exercise the right to instruct HCPL to execute the conveyance over the villas and apartments, either in its favour or in joint names or in the name of any such person / entity nominated by IL&FS Group, in lieu of repayment of the loans along with all outstanding interest, cost and other amounts due thereon at the time of exercising such option.

The underlying land over which villas and apartments are under construction had Income tax attachment which has since been released by the High Court of Andhra Pradesh, however, there are certain restrictions on the sharing of the sale proceeds. Further, the Company is yet to obtain No Objection Certificate from the existing lenders, whose security includes first charge on inventories of the Company. Accordingly, the receivables were classified as unsecured in the previous year.

During the year, the Company has entered into interse sharing of security provided by HCPL along with other lenders of HCPL in the form of hypothecation of certain identified receivables including inter corporate loans, residual charge against receivables from unsold inventory etc., pledge of investment in Jubilee Hills landmark project and letter of guarantees and Mortgage of title deeds of immovable property from subsidiaries of HCPL. The registration of charges by HCPL is under process. The same has been classified as secured as at March 31, 2014.

5. The Company has incurred Rs. 4.13 up to March 31, 2014 (September 30, 2012: Nil) in connection with the proposed rights issue of its equity shares.This amount shall be adjusted against securities premium arising from the proposed rights issue of equity shares, as permitted under section 78 of the Companies Act, 1956. Accordingly, this amount has been carried forward and disclosed under the head "Other current assets" in the Balance Sheet.

6. All amounts less than Rs. 0.01 have been disclosed as Rs. O.OO.The Company had extended its Last Financial Year 2011-12 by six months and accordingly, had prepared its financial statements for 18 months from April 1, 2011 and ending on September 30. 2012. Further, during the year, the Board of directors of the Company have approved the extension of financial year of the Company ending on September 30,2013 by a period of six months i.e. upto March 31,2014, in order to align the financial year of the Company in terms of the Companies'' Act, 2013, which has been approved by the Registrar of Companies, Andhra Pradesh. The current year financial statements are for eighteen months from October 01, 2012 to March 31, 2014.

7. Previous year''s figures have been regrouped/rearranged to conform to those of the current year As per report of even date


Sep 30, 2012

Notes:

1. During the previous year, allotment of shares has been made for the share application money of Rs. 354.27 to the CDR bankers as per the terms of Master Restructuring Agreement. The said transaction is considered as non cash transaction for the purpose of cashflow statement.

2. During the previous year, the Company has converted Rs. 8.47 from short term loans to long term loans as per Master Restructuring Agreement. This transaction is considered as non cash transaction for the purpose of cash flow statement.

3. During the year, the Company has received land against settlement of receivables of Rs 12.48, the same has been considered as non-cash item for the purpose of cash flow statement.

4. During the year, share application money of Rs 21.00 given has been converted into preference shares and promoters contribution of Rs. 55.00 has been converted into long term borrowings. These have been considered as non-cash item for the purpose of cash flow statement.

5. During the year, the Company has converted receivables of Rs. 21.05 into sub-debt, the same has been considered as non-cash item for the purpose of cash flow statement.

1. Corporate Information:

IL&FS Engineering and Construction Company Limited and reduced ("the Company") is a company registered under the Companies Act, 1956. The Company is primarily engaged in the business of erection / construction of roads, irrigation projects, buildings, oil & gas infrastructure, railway infrastructure, power plants, power transmission & distribution lines including rural electrification and airports. The equity shares ofthe Company are listed at National Stock Exchange of India Limited ("NSE") and Bombay Stock Exchange Limited ("BSE").

2. Basis for preparation of financial statements:

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

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below.

(a) Terms/rights attached to equity shares

The Company has only one class of equity shares having a face 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.

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 distributions will be in proportion to the number of equity shares held by the shareholders.

(b) Restrictions attached to equity shares

(i) 6,169,000 (March 31, 2011: 27,212,169) equity shares are under lock in as at year end. Further, as per the order of the Company Law Board ("CLB") dated August 31, 2009 Infrastructure Leasing and Financial Services Limited (IL&FS) was required to hold a minimum 26% of the equity shares of the Company at any point of time for a period of not less than two years and also to keep management control of the Company for such period. The said restrictions imposed by the CLB has come to an end on August 31, 2011 (Refer note 30).

(ii) As per the Master Restruturing Agreement (MRA) entered into by the Company with its bankers, the promoter''s share holding would be retained at a minimum of 26% of issued equity share capital of the Company at any point of time for a minimum period of four years from the effective date i.e. September 27, 2010.

(d) Terms of 6% cumulative redeemable preference shares

On December 06, 2010, the Company had allotted 5,749,500 6% CRPS of Rs. 100 each fully paid as per the terms of MRA entered with Bankers.

The Company had further allotted 236,280 CRPS of Rs. 100 each as fully paid bonus shares to the holders of initial CRPS in the ratio of 1:24.33 (i.e. one fully paid CRPS of Rs. 100 each for every 24.33 CRPS held) on September 29, 2011.

All the aforesaid CRPS will be redeemed at par on March 31, 2015.

The Company had also allotted 1,500,000 CRPS to the holders of OCCRPS on September 29, 2011 as fully paid bonus shares in the ratio of 1:16.67 (i.e. one fully paid CRPS of Rs. 100 each for every 16.67 OCCRPS held). The redemption schedule of this bonus CRPS is - 30% on September 30, 2012; 15% each on September 30, 2013 and September 30, 2015; 20% each on September 30, 2014 and September 30, 2016. The 30% bonus CRPS (450,000 CRPS of Rs. 100 each) which were due for redemption on September 30, 2012 were purchased by IL&FS Trust Company Limited (ITCL), being the Trustee of Maytas Investment Trust, on September 29, 2012. The Company has extended the redemption period of these preference shares by a period of 3 years with an early redemption right with the Company before the extended period of 3 years by giving 30 days notice period to the shareholders.

CRPS carry cumulative dividend of 6% p.a. The Company declares and pays dividends in Indian rupees. Each holder of 6% CRPS is entitled to one vote per share only on resolutions placed before the Company which directly affect the rights attached to CRPS. In the event of liquidation of the Company during the existence of CRPS, the holders of CRPS will have priority along with holders of OCCRPS over equity shares in the payment of dividend and repayment of capital.

(e) Terms of 6% optionally convertible cumulative redeemable preference shares

On March 31, 2011, the Company had allotted 25,000,000 OCCRPS of Rs. 100 each fully paid as per the terms of MRA entered with bankers.

OCCRPS carry cumulative dividend of 6%. The Company declares and pays dividend in Indian rupees. Each holder of OCCRPS is entitled to one vote per share only on resolutions placed before the Company which directly affect the rights attached to OCCRPS. In the event of liquidation of the Company during the existence of OCCRPS, the holders of OCCRPS will have priority along with holders of CRPS over equity shares in the payment of dividend and repayment of capital. Out of 25,000,000 OCCRPS of Rs. 100 each as at March 31, 2011, 30% i.e. 7,500,000 OCCRPS of Rs. 100 each have been converted into 12,417,218 equity shares on September 30, 2012, as per the terms of MRA and the balance 17,500,000 OCCRPS of Rs. 100 each shall be redeemed at par in four tranches from September 30, 2013 to September 30, 2016. There is no further conversion option attached to these OCCRPS. The schedule of redemption is as below:

(a) Ihe Company had obtained an approval for the Corporate Debt Restructuring (CDR) from the CDR Empowered Group and the impact of the CDR scheme had been given in the financial statements of the year 2009-10.

(b) Indian rupee working capital term loans from banks carries interest @ 8% to 9% p.a. (March 31, 2011: 7% p.a.) and is repayable by March 31, 2016 as per schedule given below:

These loans are secured by pari passu first mortgage and charge on the Company''s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipments, machinery spares, tools, accessories, current assets both present and future except to the extent of assets exclusively hypothecated against vehicle loans from others.

These loans have additionally been secured by personal guarantee given by the Ex Vice Chairman of the Company Mr. B Teja Raju.

(c) Indian rupee term loans from banks carries an interest rate @11% (March 31, 2011: 11% p.a.). The loan is repayable in 20 quarterly installments commencing from June 30, 2014. These loans are secured by pari passu first mortgage and charge on the Company''s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipments, machinery spares, tools, accessories, current assets both present and future, except to the extent of assets exclusively hypothecated against vehicle loans from others.

(d) Vehicle loans from Non-Banking Financial Companies carries interest @ 15.80% to 21% p.a. These loans are repayable in equated monthly installments over the tenure of 36 months to 48 months from the date of disbursement of loan.Vehicle loans are secured by hypothecation of vehicles purchased out of the loan taken.

(e) Secured loans from related parties carries interest rate @ 12.70% to 15.50% p.a. Out of this Rs. 205.00 carries an option to reset the interest rate after every 12 months from the date of first disbursement and 12 months thereafter by giving 30 days clear notice to the Company. These loans are repayable within 36 months to 60 months from the date of first disbursement except for Rs. 34.50 which is repayble by October 8, 2012.

Of the above loans, Rs. 219.50 is further secured by way of pledge of investments in pass through certificates issued by Maytas Investment Trust and balance Rs.50 is secured by way of pari passu lien on cashflows from Maytas Properties Limited (MPL) to the Company and additionally secured by unsold villas of MPL.

(f) Promoters contribution represents amount brought in by IL&FS in the Company pursuant to order of the CLB dated August 31, 2009. IL&FS has converted the said contribution into unsecured loan w.e.f October 1, 2011 (Refer note 30). The loan carries interest rate @ 15% p.a with an option to reset the interest rate any time in case of change in the lender''s bench mark rate. The loan is repayable after 36 months from October 1, 2011.

(g) Secured loans from others carries interest rate @ 12.70% p.a and carries an option to reset the interest rate after every 12 months from the date of first disbursement. The loan is repyable on 60 months from the date of first disbursement. These loans are secured by way of pari passu lien on cashflows from Maytas Properties Limited (MPL) to the Company additionally secured by unsold villas of MPL.

(h) Unsecured loan from related parties of Rs. 54.52 as on March 31, 2011 carries interest rate @15% p.a. The Company has repaid the amount with in 12 months from March 31, 2011.

(i) Unsecured loan from related parties carries interest rate @ 13% to 15% p. a. These loans are repayable within 36 months to 57 months from the date of first disbursement/agreement. Out of this, interest on Rs. 47.00 from the drawdown date till March 2015 would be accrued and converted into Funded Interest Term Loan (FITL) and shall be repaid in June 2016. FITL shall carry interest @ 0.01% p a and will be paid along with FITL. This loan carries an option to reset the interest rate after every 12 months from the date of first disbursement and 12 months thereafter by giving 30 days clear notice to the Company.

(a) Cash credit from banks are repayable on demand and carries interest rate @ 8% to 9% p.a (March 31, 2011: 7%). These loans are secured by pari passu first mortgage and charge on the Company''s immovable properties both present and future and pari passu first charge by way of hypothecation of all the movable assets including movable equipments, machinery spares, tools, accessories, current assets both present and future, except to the extent of assets exclusively hypothecated against vehicle loans from others.

These loans have additionally been secured by personal guarantee given by the Ex Vice Chairman of the Company Mr. B Teja Raju.

(b) Unsecured loans from related party is repayable within a period of 12 months from the first date of disbursement and carries interest rate @ 15% p.a.

(c) Unsecured loans from others of Rs. 80 (March 31,2011: Rs Nil) are repayable within 12 months from the first date of disbursement and carries interest rate @15% p.a. which is variable and linked with lender''s benchmark rate.

*As per the CDR package sanctioned by the lenders, from April 01, 2010, till the allotment of preference shares, no interest would be payable in cash by the Company. The return on the preference shares would be cumulated along with the principal and additional preference shares would be issued on the outstanding amount as on the date of issuance. As per conservative estimates, while calculating the basic and diluted EPS of March 31, 2011, the entire return payable to preference shareholders from April 01, 2010 till the date of allotment (i.e. Rs. 250 on March 31, 2011 and Rs. 57.50 on December 6, 2010) has also been considered.

**Potential equity on conversion of employee stock options are not considered for calculation of diluted earnings per share as it will have an anti - dilutive effect for EPS for the 18 months ended September 30, 2012 and potential equity on conversion of preference share and employee stock options were not considered for calculation of diluted earnings per share, as these will have an anti - dilutive effect for EPS for the year ended March 31, 2011.

3. Going concern:

The Company has recorded a net loss of Rs. 135.31 (March 31, 2011: net profit of Rs. 2.91) for the 18 months ended September 30, 2012. As at March 31, 2011 the Company had accumulated loss of Rs 432.42 and pursuant to the scheme of arrangement approved by hon''ble High Court (Refer note 51) accumulated profit as on September 30, 2012 is Rs. 9.78. Though, the Company has incurred significant loss during the year, however, based on the business plan and following mitigating factors, the management is confident that the Company will be able to generate profits in future years and meet its financial obligation as they arise:

(a) The Company has an order book of Rs. 8,400 approximately as at September 30, 2012.

(b) Management has taken significant steps for revival and restoration of operations of the Company.

(c) The promoter group comprising of Infrastructure Leasing and Financial Services Limited (IL&FS) and IL&FS Financial Services Limited (IFIN), has advanced loans to the tune of Rs. 371.50 and Rs. 305.00 respectively to support the liquidity position of the Company upto September 30, 2012 and the Company also has an unutilized limit of Rs. 143.00 from IL&FS as at September 30, 2012.

(d) The Company had obtained an approval for the Corporate Debt Restructuring (CDR) from the CDR Empowered Group and in terms of the Master Restructuring Agreement (MRA) executed on September 27,2010, the lenders have sanctioned additional working capital facilities of Rs.363.24 (including non fund based limits of Rs. 249.25) during the year.

(e) The Company has also received report from an independent Credit Rating Agency (CRA) on its long-term and short-term banking facilities, wherein the CRA has assigned BBB- and A3 ratings for its long-term and short- term banking facilities respectively. As per CRA, these ratings represent moderate degree of safety regarding timely servicing/payment of the financial obligations.

(f) During the year, the Company has formed a subsidiary in Saudi Arabia namely Maytas Infra Saudi Arabia Company (Limited Liability Company) ("Saudi Subsidiary"), to undertake works in Saudi Arabia which has commenced its operations.

Keeping in view, the abovementioned mitigating factors, the accompanying financial statements have been prepared on a going concern basis.

4. Contingent Liabilities not provided for:

Sl. Particulars As at As at No. September 30,2012 March 31,2011

(a) Claims against the Company not acknowledged as debts 18.09 2.92

(b) Guarantees issued by bankers and financial institutions (excluding 303.38 311.55 performance obligations)

(c) Guarantees issued by bankers and financial institutions on behalf of the 463.02 618.12 Company towards performance obligations

(d) Corporate guarantees towards performance obligations of the Company 61.13 58.03

(e) Direct and indirect taxes under dispute 91.66 43.29

(f) Liquidated damages 30.47 43.85

(g) Preference dividend (including dividend tax) - [Refer note 27]

(h) The Company has guaranteed to make good the short fall, if any, on redemption of Pass Through Certificates issued by Maytas Investment Trust as per the CDR terms to the lenders (Refer note 52).

(i) Consequent to announcement by erstwhile chairman of Satyam Computers Services Limited on January 7, 2009, Serious Fraud Investigation office (SFIO) has initiated investigations on various matters pertaining to the Company which are ongoing. The SFIO has submitted its reports relating to various findings and has issued notices for prosecution for alleged violations against the Company and others. While the Company has not accepted these violations, in order to settle these issues, the Company had filed compounding applications for these alleged violations.

Based on the internal assessment and / or legal opinion, the Management is confident that for the above mentioned contingent liabilities, no provision is required to be made as at September 30, 2012.

5. By order dated March 5, 2009, the CLB had appointed four nominees on the Board of the Company. Subsequently by its order dated August 31, 2009, the CLB inducted IL&FS as the new promoter of the Company and continued two of its nominees for a further period of two years. The Central Government by its letter dated September 4, 2011 has withdrawn the Government nominee directors from the Board with effect from September 1, 2011.

6. One Time Settlements (OTS) with Lenders:

The Company had made OTS proposal to certain banks, which were not part of CDR scheme. During the previous year 2010-11, the Company had entered into OTS with five banks and the resultant gain on settlement had been accounted for as an exceptional item amounting to Rs. 110.21. With these OTS, the Company had completed settlements with all banks which were outside the purview of CDR scheme.

7. Commitments:

(a) Capital Commitments:

Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for Rs. 2.24 (March 31, 2011: Rs. 1.72).

(b) Other Commitments:

As per order of CLB dated January 13,2011, the Company along with IL&FS and IFIN was required to mobilise Rs. 150.00 in Maytas Properties Limited as on March 31,2011, which has been mobilised during the year.

8. Inter-Corporate Deposits:

Prior to April 01,2009 the erstwhile promoters had given certain Inter-Corporate Deposits aggregating to Rs. 343.78 to various companies. Of the foregoing, documentary evidences had been established that, for an amount of Rs. 323.78, Satyam Computer Services Limited (SCSL) is the ultimate beneficiary and for which a claim together with interest receivable had been lodged by the Company. SCSL had accounted certain liability in its Audited Financial Statements as at March 31, 2012 as "Amounts Pending Investigation Suspense Account (Net) Rs. 12,304 million". Management is of the opinion that the claim made by the Company on SCSL is included in the amount disclosed by them in their Audited Financial Statements. The Company is confident of recovering the Inter Corporate Deposits together with interest due thereon.

9. Segment Reporting:

The Company''s operations fall into a single business segment "Construction and Infrastructure Development" and single geographical segment, hence the financial statements of the Company represent single segment.

10. Deferred tax:

The Company has no deferred tax liability as at September 30, 2012. Deferred tax assets on timing differences have not been recognized as at September 30, 2012 in the absence of virtual certainty of future taxable profits.

11. Provision for estimated future loss on projects:

The projects in progress as at September 30, 2012 have been evaluated for future loss, if any, based on estimates relating to cost-to-complete the same. Based on such evaluation, the Company has provided for estimated future losses to an extent of Rs.34.75 (March 31, 2011 Rs. 62.92) in terms of the requirements of Accounting Standard 7 (revised 2002) "Construction Contracts" notified by Company''s Accounting Rules, 2006 (as amended). The movement in the balance is as under:

12. Provision for liquidated damages:

Liquidated damages are levied as per the terms of the contract for delayed execution of works or delayed achievement of agreed milestones. For all projects in progress, management has estimated the probability of levy of liquidated damages, if any, based on completion date as per the contract, extension of time granted by the customer, etc. The movement in provision for liquidated damages is as under:

13. Retirement benefits:

(a) Disclosures related to defined contribution plan:

Provident fund contribution and Employees'' State Insurance contribution (ESI) recognized as expense in the Statement of profit and loss Rs. 4.36 (March 31, 2011: Rs. 2.51)

(b) Disclosures related to defined benefit plan:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days last drawn salary for each completed year of service. The scheme is unfunded. The following tables summarize the components of net benefit expense recognized in the Statement of profit and loss and amounts recognized in the balance sheet for the plan.

14. Related party transactions:

I. Names of related parties and relationship with the Company :

A. Subsidiaries

1. Maytas Mineral Resources Limited*

2. Maytas Infra Assets Limited

3. Maytas Vasishta Varadhi Limited

4. Maytas Metro Limited

5. Angeerasa Greenfields Private limited

6. Saptaswara Agro - Farms Private Limited

7. Ekadanta Greenfields Private Limited

8. Maytas Infra Saudi Arabia Company (Limited Liability Company)

* Closed operations on March 30, 2011

B. Step down Subsidiaries of Maytas Infra Assets Limited

1. Dardu Power Private Limited*

2. Par Power (Arunachal Pradesh) Private Limited*

* Closed operations on March 29, 2011

C. Investing party in respect of which the reporting enterprise is an associate

1. Infrastructure Leasing & Financial Services Limited

D. Joint ventures (JV)

1. Maytas - SNC (JV)

2. NCC - Maytas (JV) U 1

3. Himachal (JV) *

4. NEC - NCC - Maytas (JV)

5. Maytas - NCC (JV)

6. NCC - Maytas (JV)

7. Maytas - CTR (JV)

8. NCC - Maytas - ZVS (JV)

9. Gulbarga Airport Developers Private Limited#

10. Shimoga Airport Developers Private Limited#

* The Company has amicably settled with the other member during the previous year and accordingly ceased to a member of the JV.

# Part of the investment in the entities disposed off during the year and ceased to be Joint Venture of the Company.

E. Associate

Maytas Properties Limited

F. Key management personnel

1. Mr. Vimal Kishore Kaushik, Managing Director *

2. Mr. Muralidhar Khattar, Chief Executive Officer **

* Ceased to be managing director in the Company w.e.f. November 13, 2011 ** w.e.f. from November 14, 2011

a) The abovejoint ventures do not have any contingent liability and capital commitment as at September 30,2012 and March 31, 2011.

b) All the aforesaid entities are incorporated in India.

c) The Company has the following joint ventures, which are in the nature of jointly controlled operations:

- Maytas KBL (JV)

- Maytas KCCPL Flow more (JV)

- Maytas MEIL KBL (JV)

- Maytas MEIL ABB AAG (JV)

- MEIL Maytas ABB AAG (JV)

- MEIL Maytas KBL (JV)

- MEIL Maytas WIPL (JV)

- MEIL Maytas AAG (JV)

- MEIL-SEW-Maytas-BHEL(JV)

- L&T UBL Maytas (JV)

- Maytas - Rithwik (JV)

- Maytas Sushee (JV)

- Maytas Gayatri (JV)

- IL&FS Engg - Kalindee (JV)

- DIPL-IL&FS Engg (JV)

The Company''s share in assets, liabilities, income and expenditure are duly accounted for in the accounts of the Company in accordance with such division of work as per the work sharing arrangements and therefore does not require separate disclo- sures. However, joint venture partners are jointly and severally liable to clients for any claims in these projects.

In March 2005, the Institute of Chartered Accountants of India has issued a Guidance Note on "Accounting for Employees Share Based Payments" applicable to employee based share plan the grant date in respect of which falls on or after April 1, 2005. The said Guidance Note requires the Proforma disclosures of the impact of the fair value method of accounting of employee stock compensation accounting in the Financial Statements. Applying the fair value based method defined in the said Guidance Note, the impact on the reported net profit and earnings per share would be as follows as the Company has used intrinsic value method for accounting of employee share based payments:

Finance lease: The present value of minimum lease rentals is capitalized as fixed assets with corresponding amount shown as lease liability. The principal component in the lease rentals is adjusted against the lease obligation and the finance charges are charged to statement of profit and loss as they arise. Finance lease is in the nature of office improvements and furniture for leasehold office premises. The lease agreement provides for escalation of lease rents over the period of lease term with a waiver of escalation for the current year and previous year. Lease term is for a period of ten years renewable for a further year of ten years at mutual consent. There are no restrictions imposed by lease arrangements. There are no subleases.

15. Scheme of arrangement:

The Company had undertaken a Scheme of Arrangement ("the Scheme") under Sections 391 to 394 of the Companies Act, 1956 ("the Act") read with Sections 78, 100 to 104 of the Act. The same was sanctioned by the Hon''ble High Court of Andhra Pradesh ("the Court") vide its order dated October 17, 2012, which was further modified on October 19, 2012 and on November 7, 2012 respectively. The said orders of the Court were registered with the Registrar of Companies on November 21, 2012. Pursuant to the Scheme, the securities premium account of the Company of Rs. 612.24 has been adjusted against the gross debit balance of Rs. 728.38 in the Profit and loss account of the Company for the financial years 2008-09 and 2009-10. The unadjusted debit balance of Rs. 116.14 has been adjusted against the gross credit balance of the Profit and loss account of Rs. 295.96 being balance in the Profit and loss account as on March 31, 2008 and Profit for the year 2010-11 of the Company leaving Rs. 179.82 in the statement of profit and loss of the Company as on the appointed date. Salient features/conditions of the scheme are as under:

- The Company shall within four weeks of this order, furnish an unconditional Bank Guarantee for Rs.70.02 and deposit the guarantee with the Registrar (Judicial), Hon''ble High Court of Andhra Pradesh, to be retained to the credit of, and till the final outcome of Company Petition No.199 of 2010, or any directions passed therein. The debt due to the other two unsecured creditors, who voted against the scheme, of Rs.0.08 shall be repaid to them within four weeks from the date of the order, and proof of payment shall be filed by way of an application, supported by an affidavit, in the Company Petition.

- The Company shall add to its name, as its last words "and reduced" for the period up to and until the end of the financial year 2012-13; and in the balance sheet, the profit and loss account, and the annexure thereto for the period.

The balance in the statement of profit and loss arising pursuant to the Scheme can be used for payment of dividend to preference shareholders and/or adjustment against losses, if any, in the normal course of business operations from April 2011 onwards or for redemption of preference shares, but not for payment of dividend to equity shareholders.

The Company has complied with the conditions imposed by the order and has given effect of the same in the financial statement. The Company has presented the impact of the scheme in the Statement of profit and loss, since such presentation is relevant to the understanding of the effect of the Scheme on the financial position and/or performance.

16. In the earlier year, pursuant to the Debt Restructuring Program, the Company had settled an irrevocable trust, namely, Maytas Investment Trust (Trust). The objective of the Trust was to dispose certain underlying investments held and settle the liability towards the Pass Through Certificate (PTC). As per the arrangement, the Company is liable for short fall, if any, that may arise in eventual settlement of the Pass Through Certificates issued by Trust. Based on internal assessment and fair valuation of the underlying investments held by the Trust, the Company does not currently envisage any shortfall on this account. The aforesaid trust portfolio includes an investment wherein the investee company has gas based power plant, which is facing concerns on account of lower supplies/availability of natural gas. However, based on evaluation of few alternates including representations/ discussions with various government authorities to secure the gas linkage/supplies, management is of the view that the con- cerns in the industry are temporary in nature and will not have any significant impact on the valuation of the investment.

17. Post induction of IL&FS Group [Consisting of Infrastructure Leasing & Financial Services Limited ("IL&FS"), IL&FS Financial Services Limited ("IFIN") and IL&FS Engineering & Construction Company Limited ("IECCL'')] in the Maytas Properties Limited ("MPL''), IL&FS Group has extended loans amounting to Rs. 321.98 to MPL through the Company and the same is outstanding as on September 30, 2012. Such facilities rank as priority debt and will have priority in repayment over other liabilities of MPL. In addition, towards security for the same, the Company has entered into an "Articles of Agreement" with MPL wherein IL&FS Group has been given an option for adjusting the loans, along with accrued interest, against all the unsold villas and apartments of Hill County Phase I project of MPL.

As per the terms of the said agreement, an option vests with the IL&FS Group to exercise the right to instruct MPL to execute the conveyance over the villas and apartments, either in its favour or in joint names or in the name of any such person / entity nominated by IL&FS Group, in lieu of repayment of the loans along with all outstanding interest, cost and other amounts due thereon at the time of exercising such option.

The underlying land over which the villas and apartments are under construction has income tax attachment. In view of the ongoing proposal of debt restructuring with the lenders, MPL is yet to obtain No Objection Certificate from the existing lenders, whose security includes first charge on inventories of MPL. Pending release of attachment from the Income tax department and approval from existing lenders, management is of the view that the security offered is presently not enforceable and accordingly, the aforesaid loan has been disclosed as unsecured loans.

18. All amounts less than Rs. 0.01 Crore have been disclosed as Rs. 0.00 Crore. The Company has extended its Financial Year 2011-12 by six months and accordingly, has prepared its financial statements for 18 months from April 1, 2011 and ending on September 30, 2012. Hence, current year''s figures being for 18 months are not comparable with the previous year''s figures for 12 months.


Mar 31, 2011

(1) Changes in Estimates:

Change in Useful life of Fixed Assets:

In the current year, based on technical estimates, the Company has re-estimated the useful lives for Plant and Machinery - construction equipment (otherthan earth moving equipments, shuttering/scaffolding material and equipments given on hire) and depreciated the written down value as on April 01,2010 over the revised estimated balance life. The Management believes that such change will give a systematic basis of depreciation charge more representative of the time pattern in which the economic benefits will be derived from the use of such asset. The useful life has been re-estimated from 11 years to 15 years.

Had the Company continued to use the earlier basis of providing depreciation, the depreciation for the current year would have been higher by Rs. 6.65, profit aftertax would have been lower by Rs. 6.65 and net block for the current year would have been lower by Rs. 6.65.

In the previous year, based on technical estimates, the Company had re-estimated the useful lives of certain category of Fixed Assets (given on hire) with effect from April 01,2009. Had the Company continued to use the earlier basis of providing depreciation, the depreciation and loss for the previous year would have been lower by Rs. 6.48 and net block for the previous year would have been higher by Rs. 6.48.

2) Capital Commitments:

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 1.72 (March 31,2010: Rs.0.95).

Notes annexed to and forming part of the accounts as at and for the year ended March 31,2011 (All amounts in Rs. Crore except for share data or as otherwise stated)

(6) Contingent Liabilities not provided for:



(a) Claims against the Company not acknowledged as debts 2.92 8.41

(b) Outstanding bank guarantees (excluding performance obligations) 311.55 243.20

(c) Guarantees issued by bankers, financial institutions on behalf of the

Company towards performance obligations 618.12 616.56

(d) Corporate Guarantees towards performance obligations of the Company 58.03

(e) Direct and indirect taxes under dispute 43.29 60.04

(f) Liquidated Damages 43.85 84.62

(g) Preference Dividend (including dividend tax) Refer Note 31 (b) below

(h) The Company has Guaranteed to the lenders to make good the shortfall, if any, on redemption of Pass Through Certificates issued by Maytas Investment Trust as per the CDR terms (refer note 7(d) below). (i) Consequent to announcement by erstwhile chairman of Satyam Computers Services Limited on January 7,2009, Serious

Fraud Investigation office (SFIO) has initiated investigations on various matters pertaining to the Company which are on going. The SFIO has submitted its reports relating to various findings and has issued notices for prosecution for seven alleged violations against the Company and others. While the Company has not accepted these violations, in order to settle these issues, the Company is in the process of filing compounding applications for these alleged violations. It is not practicable to estimate the time frame by which the aforesaid disputes would be settled. Based on the internal assessment and /or legal opinion, the Management is confident that for the above mentioned contingent liabilities, no provision is required to be made as at March 31,2011.

(m) Going Concern:

The Company has recorded a net profit of Rs. 2.91 for the year and has accumulated losses of Rs. 432.42 as at March 31, 2011. During the year, the Company has got contracts for new projects and has bid for many other projects. The Management is confidentthatthe Company will be able to generate profits in future years and meet its financial obligation as they arise. The accompanying Financial Statements have been prepared on a going concern basis based on cumulative impact of following mitigating factors:

(a) The Company has an order book of Rs. 7,100 approximately (includes its share in Joint Venture) as at March 31,2011.

(b) The Management and the Government nominee directors on the board have taken significant steps for revival and restoration of operations of the Company.

(c) The promoters, Infrastructure Leasing and Financial Services Limited (IL&FS), have provided liquidity support of Rs. 55 (repayment schedule not specified) to the Company in terms of the Company Law Board order and also have arranged Rs. 85.11 by way of loan and Rs. 5 towards non-fund based limits.

(d) The Company had obtained an approval for the Debt Restructuring from the CDR Empowered Group in July 2009. Upon induction of IL&FS as the new promoter in the previous year, the scheme had been modified and approval of Lenders was obtained at its meeting held on March 30,2010. The Company has obtained formal Letter of Approval dated June 26,2010 from the CDR Empowered

Group incorporating attendant terms and conditions and based on an independent opinion the impact of the CDR scheme had been given in the financial statements of the previous year. The Master Restructuring Agreement (MRA) was executed on September 27,2010. '

The salient features of MRA are as follows:

- Repayment of Term Loan has been restructured over a period of 6 years, commencing September 30, 2010. Accordingly the Company has made 32% repayment of Term Loan on September 28, 2010. Balance loan repayments would commence from financial year 2013- 14.

- Fund based working capital facility has been carved out based on the drawing power of the Company.

- Restructuring of Interest rates, payable monthly @ 7% p.a. for the financial year 2010-11 and stepped up over the period of loan with varying rates thereafter.

- ConversionofdebtofRs.250into6%OptionallyConvertible Cumulative Redeemable Preference Shares.

- Conversion of accrued interest upto March 2010, into a Funded Interest Term Loan (FITL) and issuance of Preference (carrying 6% coupon rate) / Equity Capital to discharge the FITL obligation.

- In the previous year, pursuant to the Debt Restructuring Programme, the Company had settled an irrevocable trust, namely, Maytas Investment Trust (Trust). The Company had transferred its investments aggregating to Rs. 310 in diverse BOT Projects at fair value aggregating to Rs. 575 to the Trust. During the financial year, the Trust has fully redeemed the Pass Through Certificates issued to the lenders under the CDR scheme along with the accumulated yield till the date of redemption by way of selling certain investments for an amount of Rs. 220 and by issuing fresh Pass Through Certificates of Rs. 400, of which Rs. 150 were purchased by the Company. The Company is liable for short fall, if any, that may arise in eventual settlement of the PTCs through an orderly disposal of BOT investments. The Company does not currently envisage any shortfall on this account.

- Fresh Term Loans of Rs. 300 and additional non fund based limits of Rs. 200 were sanctioned during the year.

(e) The Company has entered into One Time Settlements (as discussed in detail in note 9 below) with five more banks during the financial year which were not part of CDR Scheme.

(f) During the year, the Company has allotted 15,459,133 Equity shares of Rs. 10 each at a premium of Rs. 185.30 per share against receipt of an amount of Rs. 301.93 from SBG Projects Investments Limited (SBGPIL) on July 30, 2010. The Company Law Board has approved induction of four nominee Directors of SBGPIL on the Board of the Company. Pursuant to this Investment, SBGPILand IL&FS have announced an Open Offer to acquire further 20% of

the Equity Shares of the Company as per SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997. The Open Offer commenced on March 30,2011 and closed on April 18,2011. SBGPIL and IL&FS acquired 14,563,755 equity shares of the Company in the Open Offer.

(8) During the year, the Company has invested Rs. 0.10 in equity shares of Maytas Properties Limited (MPL) constituting 40% of the post issue paid up share capital of MPL pursuant to the order passed by the Honorable Company Law Board on January 13,2011 allowing IL&FS group (consisting of IL&FS, IL&FS Financial Services Limited and the Company) to be the new promoters of MPL. Further, the Company has acquired 100% stake in Angeerasa Greenfields Private Limited, Ekadanta Greenfields Private Limited and Saptaswara Agro-farms Private Limited.

(9) One Time Settlements fOTS) with Lenders:

The Company had made OTS proposal to certain banks, which were not part of CDR scheme. The cutoff date considered was December 31,2008. During the year, the Company has entered into One Time Settlement with five more banks and the resultant gain on settlement has been accounted for as an exceptional item amounting to Rs. 110.21 (March 31, 2010: Rs. 121.63). With these One Time Settlements, the Company has completed settlements with all banks which were outside the purview of CDR Package.

(11) Status of Cancelled Projects:

As at March 31,2011, balances against cancelled projects of Rs. 12.68 (March 31,2010: Rs. 63.70) is recoverable against current and fixed assets.

The Management has evaluated the recoverability of the aforesaid current assets and fixed assets deployed on these projects as on March 31,2011. Based on such evaluation / reconciliation / amicable settlement, provision / write-offs aggregating to Rs. 50.78 (including Rs. 13.45 for provision for performance bank guarantee invoked) [March 31,2010: Rs. 85.21 (including Rs. 54.69 for provision for performance bank guarantee invoked)] have been made in the accounts.

(12) Inter Corporate Deposits:

Priorto April 01,2009 the erstwhile promoters had given Inter Corporate Deposits aggregating to Rs. 391.64 to various companies. As at March 31, 2011, the outstanding balance of Inter Corporate Deposits to various companies aggregated to Rs. 415.63 [including Rs. 71.85 to Maytas Properties Ltd (MPL)]. Of the foregoing, documentary evidences had been established that, foran amount of Rs. 323.78, Satyam Computer Services Limited (SCSL) is the ultimate beneficiary and for which a claim together with interest receivable had been lodged by the Company. SCSL had accounted certain liability in its Audited Consolidated Statement of Assets and Liabilities as at March 31,2011 as "Amounts Pending Investigation Suspense Account (Net) Rs. 1,230.40". Management is of the opinion that the claim made by the Company on SCSL is included in the amount disclosed by them in their Audited Accounts. The Company is confident of recovering the Inter Corporate Deposits together with interest due thereon.

During the year, the Company has accrued gross interest income of Rs. 23.59 (including Rs. 14.80 of earlier years) on Inter Corporate Deposit given to MPL

(13) Bank Guarantees Invoked:

During the current year, Bank Guarantee aggregating to Rs. 14.50 provided as security against performance guarantee given to a customer has been invoked. The bank has adjusted an amount of Rs. 0.74 against margin money deposit lying with it and the balance amount was paid by the Company.

In the previous year, Bank Guarantee aggregating to Rs. 172.36 provided as security against loans availed, mobilization advance received from customers, performance guarantees given to customers and guarantee given to suppliers had been invoked. Pursuant to the CDR scheme (as referred in para 7(d) above) the amount under Bank Guarantee Devolved Account had been transferred to term loan and working capital loan account.

(14) Hyderabad Metro Rail Project:

During the earlier years, Government of Andhra Pradesh had cancelled the Hyderabad Metro Rail Project entered into by Maytas Metro Limited, a Subsidiary of the Company

(by virtue of its current shareholding) and had invoked bank guarantees of Rs. 60 given as bid security and forfeited Rs. 11 given as part of the bid offer in the form of additional concession fee.

The Company had filed a writ petition challenging the termination of the contract. The Honorable High Court of Andhra Pradesh has ordered a status quo. Pending decision of the High Court, the Company as a matter of prudence had written off Rs. 60 towards bid security invoked and Rs. 11 towards additional concession fees paid by the Company on behalf of Maytas Metro Limited during the Financial Year 2009-10.

(15) Deferred Tax:

The Company has no deferred tax liability as at March 31, 2011. Deferred tax assets on timing differences have not been recognised as at March 31, 2011 in the absence of virtual certainty of future taxable profits.

In the previous year, the Company had deferred tax liability of Rs. 2.31. Deferred tax assets on timing differences on the basis of virtual certainty had been restricted to the extent of deferred tax liability and no net deferred tax asset had been recognised.

(17) Provision for Liquidated Damages:

Liquidated damages are levied as per the terms of the contract for delayed execution of works or delayed achievement of agreed milestones. For all projects in progress, Management has estimated the probability of levy of liquidated damages, if any, based on completion date as per the contract, extension of time granted by the customer, etc,. Accordingly provision made for liquidated damages is as under:

(18) Share Capital:

(a) Initial Public Offer:

The Company had issued 8,850,000 equity shares pursuant to its Initial Public Offer (IPO) in October 2007 and allotted shares on October 17,2007 after filing prospectus dated October 11,2007 with Registrar of Companies. These shares were listed on BSE and NSE w.e.f October 25,2007.

The projected utilization as per the prospectus has been varied by revising / re-scheduling to the extent of Rs. 105.40 in view of the competitive and dynamic nature of business and considered as fully utilized in the previous year, which is ratified by the share holders in the Annual General Meeting held on November 09,2009.

(19) Retirement Benefits:

(a) Disclosures related to Defined Contribution Plan:

Provident fund contribution and ESI contribution recognized as expense in the Profit and Loss Account Rs. 2.51 (March 31, 2010: Rs. 2.61)

(b) Disclosures related to Defined Benefit Plan:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days last drawn salary for each completed year of service. The scheme is unfunded.

The following tables summarize the components of net benefit expense recognised in the Profit and Loss Account and amounts recognised in the Balance Sheetforthe respective plans.

(26) (I) Related party transactions (not disclosed elsewhere in these financial statements): (a) Names of related parties and relationship with the Company:

- Subsidiaries

1. Maytas Mineral Resources Limited*

2. Maytas Infra Assets Limited

3. Maytas VasishtaVaradhi Limited

4. Maytas Metro Limited

5. Angeerasa Greenfields Private limited

6. Saptaswara Agro - Farms Private Limited

7. Ekadanta Greenfields Private Limited

* Closed Operations on March 30,2011

- Step down Subsidiaries of Maytas Infra Assets Limited

1. Dardu Power Private Limited*

2. Par Power (Arunachal Pradesh) Private Limited*

* Closed Operations on March 29,2011

- Investing party in respect of which the reporting enterprise is an associate 1. Infrastructure Leasing & Financial Services Limited

- Joint Ventures

1. Maytas-SNC(JV)

2. NCC- Maytas (JV) U 1

3. Himachal (JV)

4. NEC-NCC-Maytas (JV)

5. Maytas-NCC (JV) Irrigation

6. NCC-Maytas (JV)

7. Maytas-CTR(JV)

8. Bangalore Elevated Tollway Limited*

9. WesternUPTollwayLimited*

10. Hyderabad Expressways Limited*

11. Machilipatnam Port Limited*

12. Pondicherry Tindivanam Tollway Limited*

13. NCC-Maytas-ZVS(JV)

14. GulbargaAirport Developers Private Limited

15. Shimoga Airport Developers Private Limited

* Sold to Maytas Investment Trust in pursuant to the CDR Scheme (as referred in para 7 (d) above).

* Investment in the entity disposed off during the previous year.

- Associates

1. Himachal Sorang Power Limited

(formerly known as Himachal Sorang Power Private Limited)*

2. Cyberabad Expressways Limited*

3. Maytas Properties Limited

* Sold to Maytas Investment Trust in pursuant to the CDR Scheme (as referred in para 7(d) above)

- Key Management Personnel

1. Mr.VimalKishoreKaushik*

2. Mr.TejaRaju$

* Joined wef January 08,2010

$ Ceased to be director in the Company w e f September 29,2009

(29) Segmental Reporting:

The Company's operations fall into a single business segment "Construction and Infrastructure Development" and single geo- graphical segment; hence the financial statements of the enterprise represent single Segmental Reporting.

(v) Previous yearfigures have been disclosed in italics.

(vi) The above joint ventures have contingent liabilities amounting to Rs. Nil (March 31, 2010: Rs. Nil) and capital commitments outstanding as at March 31,2011 amounting to Rs. Nil (March 31,2010: Rs. Nil).

(vii) All the aforesaid entities are incorporated in India.

(b) The Company has the following joint ventures, which are in the nature of jointly controlled operations:

- Maytas KBL (JV)

- Maytas KCCPL Flow more (JV)

- Maytas MEIL KBL (JV)

- Maytas MEIL ABB AAG (JV)

- MEIL Maytas ABB AAG (JV)

- MEIL Maytas KBL (JV)

- MEIL Maytas WIPL (JV)

- MEIL Maytas AAG (JV)

- MEIL -SEW- Maytas - BHEL (JV)

- L&TUBL Maytas (JV)

- Maytas-Rithwik(JV)

- Maytas Sushee(JV)

- Maytas Gayatri Consortium

The Company's share in assets, liabilities, income and expenditure are duly accounted for in the accounts of the Company in accordance with such division of work as per the work sharing arrangements and therefore does not require separate disclosures. However, joint venture partners are jointly and severally liable to clients for any claims in these projects.

(34) Since the materials meant for execution of the construction projects are of different nature and specifications, it is not practicable to disclose the quantitative information in respect thereof.

(38) Previous year's figures have been regrouped / rearranged to conform to those of the current year.

(39) All amounts less than Rs. 0.01 have been disclosed as Rs.0.00.


Mar 31, 2010

1. Nature of Operations:

Maytas Infra Limited (the Company) is a Company registered under the Companies Act, 1956 providing infrastructure facilities. The Company is primarily engaged in the business of erection / construction of roads, irrigation projects, buildings, oil & gas infrastructure, railway infrastructure, power plants and power transmission & distribution lines including rural electrification and development of airports.

2. Changes in Estimates:

Change in Useful life of Fixed Assets

In the current year, based on technical estimates, the Company has re-estimated the useful lives for certain category of Fixed Assets with effect from April 1, 2009. The management believes that such change will give a systematic basis of depreciation charge more representative of the time pattern in which the economic benefits will be derived from the use of such asset.

Had the Company continued to use the earlier basis of providing depreciation, the depreciation and loss for the current year would have been lower by Rs. 6.48 and net block for the current year would have been higher by Rs. 6.48.

3. Capital Commitments:

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 0.95 (March 31, 2009: Rs. 2.13).

4. Contingent Liabilities not provided for:

Sl. Particulars As at March 31, As at March No. 2010 31,2009

(a) Claims against the Company not acknowledged as debts 8.41 2.29

(b) Outstanding bank guarantees (excluding performance obligations) 243.20 583.63

(c) Guarantees issued by bankers, financial institutions on behalf of the Company 616.56 682.50

towards performance obligations

(d) Direct and indirect taxes under dispute 60.04 11.87

(e) Corporate guarantee given - 10.00

(f) Liquidated damages 84.62



(g) During the year, the Company has Guaranteed to the lenders to make good the short fall, if any, on redemption of Pass Through Certificates issued by Maytas Investment Trust as per the CDR terms (Refer Note No. 6(e) below).

Based on the internal assessment and / or legal opinion, the Management is confident that for the above mentioned contingent liabilities, no provision is required to be made as at March 31, 2010.

5. Going Concern:

The Company has recorded a net loss of Rs. 249.64 for the year and has accumulated losses of Rs. 435.33 as at March 31, 2010, resulting in substantial erosion of the net worth. Some of the projects which have been cancelled during financial year 2008-09 as discussed in detail in note 9 below are settled or are under various stages of legal / settlement proceedings. There were lower cash inflows from existing projects. During the year, the Company has got contracts for new projects and has bid for many other projects. The Management is confident that the Company will be able to generate profits in future years and meet its financial obligation as they arise. The accompanying Financial Statements have been prepared on a going concern basis based on cumulative impact of following mitigating factors:

a) The Company has an order book of Rs.7,500 approximately (includes its share in Joint Venture) as at March 31, 2010.

b) The new promoters Infrastructure Leasing and Financial Services Limited (IL & FS) and the Government nominee directors on the board have taken significant steps for revival and restoration of operations of the Company.

c) The new promoters (IL & FS) have provided liquidity support of Rs. 55 (repayment schedule not specified) to the Company in terms of the Company Law Board Order and also have arranged Rs. 40 by way of loan and Rs. 20 towards non-fund based limits.

d) The Company has set up Credit limits of Rs. 50 by way of fund based and Rs. 200 towards non-fund based limits with a scheduled bank.

e) The Company had obtained an approval for the Debt Restructuring from the CDR Empowered Group in July, 2009. Upon induction of IL & FS as the new Promoter, the scheme has been modified and approval of the Lenders was obtained at its meeting held on March 30, 2010. The Company has obtained formal Letter of Approval dated June 26, 2010 from the CDR Empowered Group incorporating attendant terms and conditions. The Master Restructuring Agreement is under execution.

The salient features of CDR are as follows:

- Repayment of Term Loan has been restructured over a period of 6 years, commencing September 30, 2010.

- Fund based working capital facility has been carved out based on the drawing power of the Company as at March 31, 2010.

- Restructuring of Interest rates @ 8% p.a. for the year ended March 31, 2010 and at varying rates thereafter.

- Conversion of debt of Rs. 250 into 6% Optionally Convertible Cumulative Redeemable Preference Shares.

- Conversion of accrued interest upto March, 2010, into a Funded Interest Term Loan (FITL) and issuance of Preference (carrying 6% coupon rate) / Equity Capital to discharge the FITL obligation.

- The Company has settled an irrevocable trust, namely, Maytas Investment Trust (Trust). The Company has transferred its investments aggregating to Rs.310 in diverse BOT Projects at fair value aggregating to Rs.575 to the Trust during the year. The Company has also transferred equivalent amount of corresponding debt to the Trust. The Trust in turn has issued Pass Through Certificates (PTC) to the lenders and has vested the economic benefits arising out of the foregoing investments to the lenders. The aforesaid adjustment in the financials is carried out as per an expert opinion. The Company is liable for shortfall, if any, that may arise in the eventual settlement of the PTCs through an orderly disposal of BOT Investments and recovery of Inter Corporate Deposits (ICDs). The Company has also agreed to hypothecate ICDs aggregating to Rs. 391.64 and interest receivable thereon in favour of the Lenders.

- Sanction of additional facilities to the Company for capital expenditure and working capital purposes.

Based on an independent opinion, the impact of the CDR scheme has been given in the accompanying Financial Statements, which is as follows:

- Interest rate on the outstanding debts up to March 31, 2010 has been accrued as per the restructured terms. Also, the excess interest accrued for the Previous Year aggregating to Rs. 21.04 has been reversed and accounted for in Profit & Loss Account under exceptional item.

- With regard to FITL an amount of Rs. 104.27 has been transferred to Share Application Money, pending regulatory approvals and issuance of certificates.

- With regard to conversion of Rs. 250 into Optionally Convertible Cumulative Redeemable Preference Shares, pending regulatory approvals and issuance of certificates, the amount has been transferred to Share Application Money.

- As at March 31, 2010, Company has sold certain BOT investments of book value of Rs. 310, to Trust for a consideration of Rs.575 based on fair value arrived by an Independent expert. The Trust has issued PTCs to the lenders against these investments. Accordingly, the corresponding debt has been offset / adjusted with the receivables from Trust.

(f) The Company has entered into One Time Settlements (as discussed in detail in Note 7 below) with some banks which were not part of CDR Scheme.

(g) The Company has entered into a strategic alliance vide agreement dated June 19, 2010 with the Saudi Bin Ladin Group Company, namely, SBG Projects Investments Limited (SBGPIL) to induct them as the Co-Promoter of the Company along with IL&FS, subject to statutory approvals. Accordingly, the Company would offer 15,459,133 Equity shares of Rs.10 each at a premium of Rs.185.30 per share leading to an investment of around Rs.300 by SBGPIL towards preferential allotment of Equity Shares of the Company, subject to the approval of the Shareholders and other approvals as may be required. Pursuant to this Investment, SBGPIL and IL& FS have announced an Open Offer to acquire further 20% of the Equity Shares of the Company as per SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997.

6. One Time Settlements (OTS) with Lenders:

The Company has made OTS proposal to certain banks, which were not part of CDR scheme. The cut off date considered was December 31, 2008. As at March 31, 2010, the Company had entered into One Time Settlement with four banks. The resultant gain on settlement has been accounted for as an exceptional item amounting to Rs. 121.63.

Subsequent to the balance sheet date, two banks have accepted the OTS proposal for which the principal and accrued interest outstanding as at March 31, 2010 amounts to Rs. 91.05.

7. Borrowings:

a) Security details for Secured Loans:

Nature of Loan As at March 31,2010 As at March 31,2009

Foreign Currency - Rs. 101.57 is secured as per CDR package by pari - Rs.149.60 is secured by exclusive charge on

Loan from Banks passu first mortgage and charge on Companys all the equipment financed through such loans.

immovable and movable properties both present - Rs.3.91 is secured by first charge on current

and future and pari passu first charge on current assets and second charge on movable fixed

assets of the Company (Refer Note No. 1 below). assets.

- Rs.2.83 is secured by exclusive charge on the Additionally loans aggre- gating to Rs. 115.30 are equipment financed through such loans. secured by personal guarantees given by the Vice

Chairman of the Company.

Term Lo- ans from - Rs.174.38 is secured as per CDR package by pari - Term loans availed in respect of specific

Banks passu first mortgage and charge on Companys all projects aggregating to Rs. 134.94 is secured

immovable and movable properties both present by first charge on the present and future Current

and future and pari passu first charge on current assets of the respective projects.

assets of the Company (Refer Note No. 1 below). - Term loans availed towards purchase of

- Rs. 25.58 is secured by pari passu first charge on machinery aggregating to Rs. 190.18 is secured the current assets of the Company. by first charge on machinery & equipment

- Term loans availed towards purchase of machinery purchased out of the respective loans. aggregating to Rs.74.59 is secured by first charge - Term loan amounting to Rs. 40 is secured by on machinery & equipment purchased out of the a pari passu first charge on the present and respective loans. future current assets of the Company and by

- Term loans availed in respect of specific projects a second charge on the fixed assets of the aggregating to Rs.30.87 is secured by first charge Company.

on the present and future Current assets of the - Term loans amounting to for Rs. 50 is secured

respective projects. by pari passu first charge on the current

- Rs.35.33 is secured by pari passu charge on assets and unencumbered fixed assets of the Investments of Rs.310 (which have been sold to MIT Company.

as discussed in Note 6(e) above. - Term loan amounting to Rs. 25 is secured by

a residual charge on the current assets and movable fixed assets of the Company.

Additionally Term loans aggregating to Rs. 439.05 are secured by personal guarantees given by the Vice Chairman of the Company.

Working capital - Rs. 258.00 is secured as per CDR package by Pari - Working capital facilities are secured by pari

Loans from Banks passu Hypothecation first charge on Current assets passu first charge on the current assets of the

and Pari passu first charge on all immovable and Company.

movable assets both present and future (Refer Note

No. 1 below). Additionally Working capital loans aggregating to

- Rs. 43.50 is secured by first pari passu charge on Rs. 577.32 are secured by personal guarantees current assets of the Company. Collaterally secured given by the Vice Chairman of the Company.

by pari passu second charge on the unencumbered movable fixed assets and negative lien on the immovable property.

- Rs.3.10 is secured by pari passu first charge on the current assets of the Company.

Bank Guar- antees Not Applicable Bank guarantee devolved accounts are secured by

Devolved pari passu first charge on the current assets of the Company.

Additionally secured by personal guarantees given by the Vice Chairman of the Company.

Term Loan from - Rs.30.31 is secured by pari passu charge on Term loans availed towards purchase of machinery

others Investments of Rs.310 (which have been sold to MIT is secured by hypothec- ation of the machinery and

as discussed in Note 6(e) above). equipment.

- Rs. 0.04 towards purchase of machinery are secured by hypothecation of the machinery and equipment.

Vehicle Loan from Vehicle loans are secured by hypothecation of the Vehicle loans are secu- red by hypothecation of the others vehicles. vehicles.





Note:

1. The security for the Loans under CDR is as per the approved package vide Letter of approval dated June 26, 2010 pending necessary filings with the Registrar of Companies for execution of charge.

2. Loans aggregating to Rs. 755.02, which have been additionally secured by personal guarantees given by the Ex Vice Chairman of the Company has not been disclosed above.

3. Pursuant to the One Time Settlement (OTS) with certain banks all charges and securities created by the Company shall be ceded by the lenders in favour of Infrastructure Leasing & Financial Services Limited.

c) The Company has defaulted on various loan covenants like commitment for minimum promoters share holding, debt service coverage ratio, total debt to net worth etc., in the current as well as previous year. The non-compliance is an event of default under the loan agreement. The Company has been sanctioned a Corporate Debt Restructuring (CDR) package (as referred in para 6(e) above) and also entered into One Time Settlements (OTS) scheme with certain banks (as referred in note 7 above), pursuant to which these defaults were no longer continuing. In case of other banks, the Company has not received any notice for such default.

d) Kotak Mahindra Bank Limited (the Bank) had sanctioned an amount of Rs. 25 to the Company in respect of one of the projects Gujarat State Petronet Limited (GSPL). The Loan was secured against specific receivables from the project. The Bank recovered the dues from project and issued a letter dated July 11, 2008 to the Company confirming the repayment of loan.

Further, the Bank had sanctioned a loan of Rs. 35 for Pondicherry Tindivanam Tollway Limited (PTTL) Project against the security of exclusive charge on the receivables from PTTL Project. However, the Bank had appropriated an amount of Rs. 4.13 received from the GSPL project against the PTTL project loan. After the appropriation the Bank shows a principal outstanding of Rs. 30.87 as on March 31, 2010. The Company shows a principal outstanding of Rs. 30.87 as on March 31, 2010 against the loan after making the adjustment of Rs. 4.13 under protest. The Company is contesting the illegal and unilateral appropriation of funds received against GSPL project by the Bank.

During the Current Year, the Management has evaluated the recoverability of the aforesaid current assets and fixed assets deployed on these projects as on March 31, 2009. Based on such evaluation / reconciliation / amicable settlement, provision / write-offs aggregating to Rs. 85.21 (includes Rs. 54.69 Provision for Performance Bank Guarantee invoked) have been made in the accounts.

As at March 31, 2010, a sum of Rs. 63.70 is recoverable against current and fixed assets. Based on internal assessment and/or legal opinion, the same has been considered good of recovery and consequently, no further adjustments have been made in this regard.

8. Inter Corporate Deposits:

Prior to April 1, 2009 the erstwhile promoters had given Inter Corporate Deposits (ICDs) aggregating to Rs. 391.64 to various Companies. Of the foregoing, the Company has made a claim of Rs. 323.78 together with interest receivable thereon from Mahindra Satyam Computer Services Limited. The Company is confident of recovering the ICDs together with interest due thereon. During the current year, the management following conservative policy has reversed the amount of interest already accrued on ICDs and no further interest has been accrued during the year.

9. Bank Guarantees Invoked:

Bank guarantee aggregating to Rs. 172.36 (March 31, 2009: Rs. 403.1) provided as security against loans availed, mobilization advance received from customers, performance guarantees given to customers and guarantee given to suppliers have been invoked. In the current year, pursuant to the CDR Scheme (as referred in para 6(e) above), the amount under Bank Guarantee Devolved Account has been transferred to term loan and working capital loan account. In the previous year Rs. 398.53 have been transferred to Bank Guarantee Devolved Account and the balance have been transferred to Working Capital Loan Account.

10. Hyderabad Metro Rail Project:

During the year, Government of Andhra Pradesh has cancelled the Hyderabad Metro Rail Project entered into by Maytas Metro Limited, a Subsidiary of the Company (by virtue of its current shareholding) and has invoked bank guarantees of Rs. 60 given as bid security and forfeited Rs. 11 given as part of the bid offer in the form of additional concession fee.

The Company has filed a writ petition challenging the termination of the contract. The Honorable High Court of Andhra Pradesh has ordered a status quo. Pending decision of the High Court, the Company as a matter of prudence has written off Rs. 60 towards bid security invoked and Rs. 11 towards additional concession fees paid by the Company on behalf of Maytas Metro Limited.

11. Provision for Future loss from Projects:

(a) The projects in progress as at March 31, 2010 have been evaluated for future loss, if any, based on estimates relating to cost-to-complete the same. Based on such evaluation, the Company has provided for estimated future losses to an extent of Rs. 44.28 (March 31, 2009 Rs. 12.49) in terms of the requirements of Accounting Standard 7 – Construction Contracts. The movement in the balance is as under:

12. Provision for Liquidated Damages:

Liquidated damages are levied as per the terms of the contract for delayed execution of works or delayed achievement of agreed milestones. For all projects in progress, Management has estimated the probability of levy of liquidated damages, if any, based on completion date as per the contract, extension of time granted by the customer, etc. Accordingly provision has been made for liquidated damages, is as under:

13. Retirement Benefits:

(a) Disclosures related to Defined Contribution Plan:

Provident fund contribution recognized as expense in the Profit and Loss Account Rs. 2.61 (March 31, 2009: Rs. 5.47).

(b) Disclosures related to Defined Benefit Plan:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days last drawn salary for each completed year of service. The scheme is unfunded.

The following tables summarize the components of net benefit expense recognised in the Profit and Loss Account and amounts recognised in the Balance Sheet for the respective plans.

14. (I) Related party transactions (not disclosed elsewhere in these financial statements): (a) Names of related parties and relationship with the Company :

- Subsidiaries

1. Infra Trade FZE*

2. Maytas Mineral Resources Limited

3. Maytas Infra Assets Limited

4. Maytas (Singapore) Holding Pte Limited*

5. Maytas Vasishta Varadhi Limited

6. Maytas Metro Limited



- Closed during the previous year

- Investing party in respect of which the reporting enterprise is an associate

1. Infrastructure Leasing & Financial Services Limited

- Joint Ventures

1. Maytas – SNC (JV)

2. NCC – Maytas (JV) U 1

3. IJM – SCL(JV)*

4. Himachal (JV)^

5. NEC – NCC – Maytas (JV)

6. Maytas – Shankaranarayana (JV)*

7. Maytas – NCC (JV) Irrigation

8. NCC – Maytas (JV) Pocharam

9. Maytas – CTR (JV)

10. Maytas – Rithwik (JV)**

11. NCC – Maytas – ZVS (JV)

12. Maytas – NCC – SSJV Consortium ^^

13. Bangalore Elevated Tollway Limited***

14. Brindavan Infrastructure Company Limited***

15. Western UP Tollway Limited*#

16. KVK Power & Infrastructure Private Limited $

17. KVK Nilachal Power Private Limited***$

18. S V Power Private Limited***$

19. Hyderabad Expressways Limited***

20. Gulbarga Airport Developers Private Limited

21. Shimoga Airport Developers Private Limited

22. Machilipatnam Port Limited #

23. Pondicherry Tindivanam Tollway Limited @,***

Excluded from the list of Integrated Joint Ventures in the current year (Refer Note 27).

Amounts considered as per Management certified accounts for 9 months period ended December 31, 2009 (Refer Note 27). ** Considered as Jointly Controlled Operations (JCO) in the current year (Refer Note 27).

Closed during the previous year. - Sold to Maytas Investment Trust in pursuant to the CDR Scheme (as referred in para 6(e) above). - Investment in the entity disposed off during the year. - The entity was subsidiary in the previous year. During the current year, due to dilution in share holding, the entity has become Joint

Venture w.e.f. October 1, 2009. As at March 31, 2010, balance investments has been sold to Maytas Investment Trust in pursuant to the CDR Scheme (as referred in para 6(e) above).

- Considered as Investments during the current year, which were considered as JCE in the previous year.

- Associates

1. Dhabi Maytas Contracting LLC*

2. Himachal Sorang Power Limited

(formerly known as Himachal Sorang Power Private Limited)**^

3. Cyberabad Expressways Limited**^

- Closed during the previous year - Considered as Joint Ventures in the previous year (Refer Note 27).

Sold to Maytas Investment Trust in pursuant to the CDR Scheme (as referred in para 6(e) above).

- Companies owned by or where significant influence exercised by Key Management Personnel or Relatives

1. Maytas Holdings Private Limited*

2. Maytas Properties Limited (formerly known as Maytas Hillcounty Private Limited)*

3. Maytas Hillcounty SEZ Private Limited*

4. Maytas Hillcounty Developers Private Limited*

5. Maytas Estates Private Limited (formerly known as Maytas Properties Private Limited)*

6. SNR Investments Private Limited*

7. Elem Investments Private Limited*

8. Fincity Investments Private Limited*

9. Higrace Investments Private Limited* 10. Veeyes Investment Private Limited*

- Ceased to have significant influence w.e.f. September 29, 2009

- Key Management Personnel

1. B. Teja Raju (Vice Chairman) – Resigned w.e.f. September 29, 2009

2. P. K. Madhav – Resigned w.e.f. January 19, 2009

3. Vimal Kishore Kaushik – Joined w.e.f. January 08, 2010

- Relatives of Key Management Personnel

1. B. Nandini Raju (Mother of Mr. B.Teja Raju)*

2. B. Ramalinga Raju (Father of Mr. B.Teja Raju)*

3. B. Rama Raju (Brother of Mr. B. Teja Raju)*

4. Hema Madhav (Wife of Mr. P. K. Madhav)**

15. Segmental Reporting:

The Companys operations fall into a single business segment "Construction and Infrastructure Development” and single geographical segment; hence the financial statements of the enterprise represent Segmental Reporting.

- Amounts considered as per financials statement for 9 months period ended December 31, 2009.

- During the year, IJM – SCL(JV), which was till previous year ended March 31, 2009 considered as Jointly Controlled Entities (JCE) has been excluded from list of Integrated Joint Ventures. The Companys share in Profit / (Loss) from IJM – SCL has therefore not been included in standalone Profit and Loss Account of the current financial year. An amount of Rs. (0.50) was included as Companys share in profit from Integrated Joint Ventures in the Profit & Loss Account of the year ended March 31, 2009.

- During the year, Maytas – Shankarnarayana (JV), which was till previous year ended March 31, 2009 considered as Jointly Controlled Entities (JCE) has been reclassified and has entirely been considered as integral part of Companys operations and therefore the revenues, expenses, assets and liabilities have been included in the standalone financial statements for the current year. An amount of Rs. (10.13) was included as Companys share in profit from Integrated Joint Ventures in the Profit & Loss Account of the year ended March 31, 2009.

- During the year, Maytas – Rithwik (JV), which was till previous year ended March 31, 2009 considered as Jointly Controlled Entities (JCE) has been reclassified as Jointly Controlled Operations (JCO). Accordingly, the Companys share of revenues, expenses, assets and liabilities has been included in the standalone financial statements. An amount of Rs. (0.99) was included as Companys share in profit from Integrated Joint Ventures in the Profit & Loss Account of the year ended March 31, 2009.

By virtue of amendments to share holders agreement and loss of joint control during the year, the Company has considered these entities as investments under Accounting Standard 13 “Accounting for Investments”. In the previous year, these entities were considered as Jointly Controlled Entities (JCE).

These entities were considered as Jointly Controlled Entities (JCE) in the previous year. By virtue of amendments to shareholders agreement during the year, the Company has considered these investments as Associates in the current year.

Investment in the entity disposed off during the year.

- The Company has sold certain BOT investments made in the above mentioned SPV Companies to Maytas Investment Trust in pursuant to the CDR Scheme (as referred in para 6(e) above) vide Securities Purchase Agreement dated March 31, 2010.

b) Previous year figures have been disclosed in italics.

c) The above joint ventures have contingent liabilities amounting to Rs. 5.71 (March 31, 2009: Rs. 49.28) and capital commitments outstanding as at March 31, 2010 amounting to Rs. Nil (March 31, 2009: Rs. 340.06).

d) All the aforesaid entities are incorporated in India.

e) The Company has formed the following joint ventures, which are in the nature of jointly controlled operations:

- Maytas KBL (JV)

- Maytas KCCPL Flow more (JV)

- Maytas MEIL KBL (JV)

- Maytas MEIL ABB AAG (JV)

- MEIL Maytas ABB AAG (JV)

- MEIL Maytas KBL (JV)

- MEIL Maytas WIPL (JV)

- MEIL Maytas AAG (JV)

- MEIL – SEW – Maytas – BHEL (JV)

- L&T UBL Maytas (JV)

- Maytas – Rithwik (JV)



The Companys share in assets, liabilities, income and expenditure are duly accounted for in the accounts of the Company in accordance with such division of work as per the work sharing arrangements and therefore does not require separate disclosures. However, joint venture partners are jointly and severally liable to clients for any claims in these projects.

16. Since the materials meant for execution of the construction projects are of different nature and specifications, it is not practicable to disclose the quantitative information in respect thereof.

17. Previous years figures have been regrouped / rearranged to conform to those of the current year.

18. All amounts less than Rs. 0.01 have been disclosed as Rs. 0.00.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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