Notes to Accounts of PBA Infrastructure Ltd.

Mar 31, 2016

Note - PART- B

Statement of Significant Accounting Polices

a. Corporate Information

M/s. PBA Infrastructure Limited (the company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956 read with Companies Act 2013. Its shares are listed on two stock exchanges in India wise BSE and NSE. The Company is engaged in execution of contracts of various infrastructure projects including road work, bridge work and irrigation projects.

b. Basis of Preparation/Accounting of Financial Statement:

The financial statement have been prepared under the historical cost convention and on an accrual basis of accounting and in accordance with the generally accepted accounting principles in India (Indian GAAP) including the Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 (‘Act’ ) read with Rule 7 of the Companies (Accounts) Rules,2014, the provisions of the Act (to the extent notified).

Except otherwise mentioned, the accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

c. Financial Statements: Presentation and Disclosures:

Financial Statements contain the information and disclosures mandated by Schedule III to the Companies Act 2013, applicable Accounting Standards, other applicable pronouncements and regulations.

d. Use of Estimate:

The preparation and presentation of financial statements requires estimates and assumptions to be made, that affect the reported amount of assets and liabilities and disclosures of contingent liabilities as on date of the financial statements and reported amount of revenue and expenses during the reporting period. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring adjustment to the carrying amounts of assets and liabilities in future periods.

Difference between the actual results and estimates is recognized in the period in which the actual results are known / materialized.

e. Fixed Assets and Depreciation :

i. All the fixed assets purchased are stated at cost of acquisition or construction of assets, net of recoverable taxes, except in case of those assets which are revalued, less accumulated depreciation or impairment loss thereof if any. The cost includes borrowing costs, exchange differences arising in respect of foreign currency loans or other liabilities incurred, expenses incidental to acquisition and installation, attributable to bringing the assets to their intended use.

ii. Fixed assets retired from active use and held for sale are stated at the lower of their net book value and net realizable value and are disclosed separately in the Balance Sheet.

iii. The Company do not have Intangible Assets and Capital Work In Progress for the period.

iv. Depreciation on fixed assets is provided on “Straight line Method”, at the rates arrived as per useful life as mentioned in Fixed Assets Schedule, from 1^st April 2014 (for assets existing on 01/04/2014) and from date of put to use for other assets after considering Residual Value five percent, which is based on internal assessment and independent technical evaluation carried out by technical expert and the management believes that the useful lives as given above best represent the period.

v. Depreciation on revalued assets is provided at the rate as above or rate derived as per its estimated useful life, whichever is higher.

vi. Depreciation on fixed assets added/disposed off during the year is provided on prorata basis with reference to the date of addition/disposal.

vii. In case of impairment, if any, depreciation is provided on the revised carrying amount of the assets over the remaining useful life.

f. Sundry Debtors / Loans and Advances:

Sundry Debtors / Loans and Advances are stated net of provision for identified doubtful debts / advances wherever necessary. Sundry Debtors and Loans and Advances has been taken at reconciled amount for the parties from which the balance confirmation was received and for the rest Debtors and balances are taken as per book balance and are subject to adjustment and reconciliation, if any which will be done on receipts of confirmation from such parties. In the opinion of the management on which we have placed reliance, substantial part of debtors are outstanding for a period exceeding six months and they are subject to arbitration and other reconciliatory proceedings, the outcome and quantum of which is not ascertainable and determined; subject to reconciliations referred to above, the debtors and Loans and advances to the extent as stated are considered good in the Balance Sheet.

g. Investments:

The Investments that are readily realizable and intended to be held for not more than a year from the Balance Sheet date are classified as current investments. All other investments are classified as non-current investments.

On initial recognition, all investments are recognized at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties.

Current investments are carried at the lower of cost and quoted/fair value, computed category wise. Long term investments are stated at cost. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary in the opinion of the management.

h. Cash and cash equivalents

Cash and cash equivalents in the cash flow statements comprise Cash at bank and cash on hand and short term investments with an original maturity of three months or less.

i. Derivative Instruments:

As per the ICAI announcement, derivative contracts, other than those covered under AS - 11, are marked to market on a portfolio basis, and the net loss after considering the offsetting effects on the underlying hedge item, is charged to the income statement.

j. Foreign Currency Transactions:

a) Initial currency transaction

Foreign exchanges are recorded in the reporting currency by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

b) Conversion:

Foreign currency monetary items are reported using closing rate. Non monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the value were determined.

c) Exchange Difference:

Exchange difference arising on the settlement /conversion of monetary items is recognized as income or expenses in the year in which they arise.

k. Revenue Recognition:

Contract Receipt

In respect of Construction contracts and in manner specified under Accounting Standard AS-7 on Construction Contracts, Revenue is recognized on Stage of Completion Method based on the Bills submitted, certified and sanctioned by the appropriate authorities and Work completed and Uncertified Bills on the Project. The relevant cost is recognized in accounts in the year of recognition of the revenue.

The total costs of contract are estimated by Company and are based on technical and other estimates and experience gain.

Profit is recognized only when the outcome of the contract can be estimated reliably. When the construction contract is expected to result in a loss on completion of the entire contract, the entire loss is recognized as an expense immediately in the same reporting period.

The Company’s claim for extra work and escalation in rates relating to execution of contracts are accounted as income in the year of receipt of arbitration award or acceptance by client or evidence of acceptance received.

Other Income

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

Dividend income recognized as and when right to receive established.

All other income is recognized on accrual basis.

l. Contract Receipts - Joint venture:

Proportionate Consolidation method of accounting and reporting is followed in respect of Joint venture entered into by the Company. The Income from such joint venture is recognized proportionately, in the profit sharing ratio, and on the basis of Bills submitted, certified and sanctioned by the appropriate authorities. The actual expenses for such Project in Joint Venture are also accounted on the basis of the Profit sharing ratio for the consolidation purposes.

m. Valuation of work in progress:

i. The work in progress has been determined by the Management at the estimated realizable value.

ii. The value of work in progress comprises of value of materials and expenses incurred at site including estimated profits thereon in terms of guidelines provided under Accounting Standards AS 7 on Construction Contracts.

n. Borrowing costs:

Borrowing costs are accounted on accrual basis. Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized until the time all substantial activities necessary to prepare qualifying assets for their intended use are complete. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to revenue.

o. Taxation:

a. Tax expenses compromise of current tax & deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act, 1961. Deferred Income Taxes reflect the impact of current year timing difference between taxable income and accounting income for the year and reversal of timing differences of earlier year.

b. The deferred tax is accounted for using the tax rates and laws that have been substantively enacted as on the Balance sheet date.

p. Impairment of Assets :

As at each balance sheet date, the carrying amount of assets is tested for impairment so as to determine: The provision for impairment loss required, if any, or

- The reversal required of impairment loss recognized in previous periods, if any,

- Impairment loss is recognized when the carrying amount of asset exceeds its recoverable amount.

Recoverable amount is determined:

- In the case of an individual asset, at higher of net selling price and the value in use.

q. Retirement Benefits :

i. Contribution to defined contribution plans such as retirement benefit in the form of Provident Fund Schemes whether in pursuance of law or otherwise is accounted on accrual basis and charged to Profit and loss account of the year.

ii. Defined benefit plans like gratuity are determined based on actuarial valuation carried out by an independent actuary at the balance sheet date using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit, and measures each unit separately to build up final obligation.

iii. In relation to short term employees benefits cost of accumulated compensated absences accounted when employees render the services that increase their entitlement of future compensated absences; and cost of non-accumulating compensated absences, when the absences occur.

iv. No separate provision has been made in respect of leave encashment as the same is paid to employees as and when it is claimed.

r. Overdue Charges in Respect of Loans

Overdue charges if any levied by Financial Institutions / Banks / NBFC are not considered during the currency of the loan. The same is considered as a financial expense in the year of final settlement of loan amount.

s. Provisions:

Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation, if

i. The company has a present obligation as a result of past event

ii. A probable outflow of resources is expected to settle the obligation; and

iii. The amount of obligation can be reliably estimated

Provisions made in terms of accounting Standard 29 are not discounted to its present value and are determined based on the management estimates required to settle the obligation at the balance sheet date.

t. The cash flow statement is prepared in the manner set out in Accounting Standards 3. Cash and Cash equivalents presented in the cash flow statement consists of cash on hand and balances with bank including bank deposits having maturity period within three months.

Note : C-5 Set off of advance tax and prepaid taxes against provisions made:

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

Note : C-6 Segment Reporting:

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

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

Note : C-7 - Related Parties Disclosure:

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

a. Particulars of Joint Venture and/or concerns where control exists

Nature Sr. No Name Of The Party

Jointly Controlled Operations 1 ~SADBHAV - PRAKASH JOINT VENTURE

2 PBA - TBA J/V_

3 PRAKASH - ATLANTA JOINT VENTURE_

4 PBA - SADBHAV JOINT VENTURE_

5 PBA RPS J/V_

6 PBA RPS CONSORTIUM_

7 PBA CONSITE JV_

_| 8 J.KUMAR PBA JV

b. Key Management Personnel

Sr. Name of the person Role in the Company

No

1 Mr. Ramlal R.Wadhawan Chairman & Managing Director

2 Mr. Narain P.Belani Whole-time Director

3 Mrs. Sujata D.Athavale Women Director

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

The details of transactions executed between the Company and related parties during the financial year 201415 is as per Annexure 1 attached .

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

Note : C-9 The balances on all personal accounts are subject to confirmation by the parties and reconciliation, if any

Note : C-10 In the opinion of the Board, except otherwise stated all assets other than fixed assets and noncurrent investments, have a realizable value in the ordinary course of business which is not different from the amount at which it is stated. The provision for current liabilities and other liabilities is adequate and not in excess of amount reasonably necessary.

Note: C-12. Previous year’s figures have been shown regrouped / rearranged, where considered necessary.

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Mar 31, 2015

1 a Company has not issued nor bought back any share during the last five years.

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

c. There are no unpaid call from any director or officers of the company for current and previous year.

Terms / Rights attached to equity shares:

2 Voting

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

3 Liquidation

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

4 Dividends

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

Terms & Security:

(I) Term Loan - From Bank

a) Rs. 109.63 lakhs is in the nature of machinery/equipment finance secured by hypothecation of respective machinery/equipment

b) Rs. 6409.93 lacs under CDR and governed by Master Restructuring Agreement(MRA) with Canara bank,Union Bank of India, State Bank of Patiala, The Karur Vysya Bank Ltd, & Punjab and Sind Bank. The amount repayable is over a period from FY 2016-17 to 2021-22. Rate of interest for loan outstanding of Rs. 2680.26 lakhs and Rs. 3729.67 lakhs at the present is 17% pa & 11.50% p.a respectively and increasing to 17.25% pa & 14% pa respectively up to FY 2021-22. This loan is secured by equitable mortgage of immovable property of the Company and promoters, pari-passu charge on plant & machinery of the company (excluding land & office flat & equipments on which other lenders are having first charge) and irrecovable and unconditional personal guarantees of the Directors and pledge of shares held by promoters in the Company,

c) Rs. 604.55 lacs of funded interest term loan(FITL) for earlier period on account of Master Restructuring Agreements, repayable at quarterly installments. Interest rate is 6% pa.

d) Balance term loan amounting to Rs. 9.70 lakhs from the banks together with interest and other charges thereon, are secured by first pari-pasu charge on the fixed assets of the Company and second (collateral) pari-pasu charge on the current assets of the Company, both present and future, and by way of pledge of shares of the promoters and irrecovable and unconditional personal guarantees of the Directors.

e) In relation to CDR under MRA, during the subsistence of this MRA, if lender/monitoring committee is of opinion that the security provided by Company has become inadequate to cover balance of loan, the Company shall provide additional security to cover such deficiency. In case of delay in providing such additional security, Company shall be liable to pay additional interest @ 2% p.a. for delay period.

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

(II) Term Loan - Others

a) Rs. 1261.69 lakhs are in the nature of machinery / equipment finance secured by respective machinery/ equipments

5 Deferred tax liabilities (Net)

As required by Accounting Standard 22 " Accounting for Taxes on Income" issued by the Institute of Chartered Accountants Of India, which is mandatory in nature, the Company has recognized Deferred taxes which is result from the timing difference between the Book Profits and Tax Profits. As a result the deferred tax assets for the year aggregating Rs. 4.32 lakhs has been recognised in the Profit and Loss Account.

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

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

* Other bank balances are in the nature of security as earnest money deposits or margin money with bank having current maturity, subject to renew as per requirement to be a security .

6 Contingent liabilities and commitments (to the extent not provided for) 31-Mar-15 31-Mar-14 Rs. Rs.

Contingent Liabilities Guarantees 1,059,331,411 1,734,795,621 Company has provided statement for the same

Total 1,059,331,411 1,734,795,621

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

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

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

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

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

9 Segment Reporting:

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

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

10 Related Parties Disclosure:

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

a. Particulars of Joint Venture and/or concerns where control exists

Nature Sr. No Name Of The Party

Jointly Controlled Operations 1 Sadbhav - Prakash Joint Venture

2 PBA - TBA JV

3 Prakash - Atlanta Joint Venture

4 PBA - Sadbhav Joint Venture

5 PBA RPS JV

6 PBA RPS Consortium

7 PBA Consite JV

8 J.Kumar PBA JV

b. Key Management Personnel

Sr. Name of the person Role in the Company No

1 Mr. Ramlal R.Wadhawan Chairman & Managing Director

2 Mr. N.P. Belani Director

3 Mr. Munish R.Wadhawan Director

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

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

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

11 There have been defaults in repayment of dues to the banks during the year. The Company has defaulted in following repayment of dues to Banks or Institutions:

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

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

14 Previous year's figures have been shown regrouped / rearranged, where considered necessary.

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Mar 31, 2014

SHARE CAPITAL

Note:

1 Company has not issued nor bought back any share during the last five years

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

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

Terms / Rights attached to equity shares:

1 Voting

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

2 Liquidation

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

3 Dividends

The Board of Directors do not propose dividend for financial year 2013-14

Terms & Security:

(1) Term Loan - From Bank

a) Rs 129.47 lakhs is in the nature of machinery/equipment finance secured by hypothecation of respective machinery/equipment

b) Rs.5707.77 lakhs under CDR and governed by Master Restructuring Agreement(MRA) dated 31st March 2012, with Canara bank,Union Bank of India, State Bank of Patiala, The Karur Vysya Bank Ltd, & Punjab and Sind Bank. The amount repayable is over a period from FY 2014-15 to 2021-22 as follows : Rs. 1056.77 lakhs (incl. Rs.670.77 lakhs overdue with interest for FY 2013-14) , Rs. 517.00 lakhs, Rs. 517.00 lakhs, Rs. 646.00 lakhs, Rs. 646.00 lakhs, Rs. 775.00 lakhs, Rs. 775.00 lakhs, Rs. 775.00 lakhs respectively in each year . Rate of interest for principal loan outstanding of Rs.3672.00 lakhs and Rs.1495.00 lakhs at the present is 16.50% p.a. & 11.50% p.a respectively and increasing to 17.25% p.a. & 14% p.a. respectively up to FY 2021-22. This loan is secured by equitable mortgage of immovable property of the Company and promoters, pari-passu charge on plant & machinery of the company (excluding land & office flat & equipments on which other lenders are having first charge) and irrevocable and unconditional personal guarantees of the Directors and pledge of shares held by promoters in the Company.

c) Rs 580.55 lakhs of funded interest term loan(FITL) for relevant period on account of Master Restructuring Agreements, repayable in 16 equated quarterly installments commencing from quarter ending 31/12/2014. Interest rate is 6% pa.

d) Balance term loan amounting to Rs. 20.62 lakhs from the banks together with interest and other charges thereon, are secured by first pari-pasu charge on the fixed assets of the Company and second (collateral) pari- pasu charge on the current assets of the Company, both present and future, and by way of pledge of shares of the promoters and irrevocable and unconditional personal guarantees of the Directors.

e) In relation to CDR under MRA, during the subsistence of this MRA, if lender/monitoring committee is of opinion that the security provided by Company has become inadequate to cover balance of loan, the Company shall provide additional security to cover such deficiency. In case of delay in providing such additional security, Company shall be liable to pay additional interest @ 2% p.a. for delay period.

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

(2) Term Loan - Others

a) Rs 1235.61 lakhs are in the nature of machinery / equipment finance secured by hypothecation of respective machinery/equipments Note : A-4

Deferred tax liabilities (Net)

As required by Accounting Standard 22 “ Accounting for Taxes on Income” issued by the Institute of Chartered Accountants Of India, which is mandatory in nature, the Company has recognized Deferred taxes which is result from the timing difference between the Book Profits and Tax Profits. As a result the deferred tax assets for the year aggregating Rs. 64.66 lakhs has been recognised in the Profit and Loss Account.

Trade Payables

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

Cash & Bank Balances

Note:

1 Other bank balances are in the nature of security as earnest money deposits or margin money with bank having current maturity, subject to renew as per requirement to be a security .

Contingent liabilities and commitments 31-Mar-14 31-Mar-13 (to the extent not provided for) Rs. Rs.

(1) Contingent Liabilities

(a) Guarantees 1,734,795,621 1,803,223,506

Company has provided counter guarantees for the same 1,734,795,621 1,803,223,506

(2) Commitments - -

Total 1,734,795,621 1,803,223,506

Emnployee Benefits Expense

Disclosure as per Accounting Standards AS 15

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

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

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

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Mar 31, 2013

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

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

Note : A-2 Corporate Debt Restructure Package :

The Company undertook to restructuring of its debts through CDR Package during the previous year. Post the debts restructuring, the Company is confident of successful implementation of the CDR package. In the opinion of Management no impairment provision is necessary and accordingly the financial statements have been prepared on a going concern basis.

Note : A-3 Segment Reporting:

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

Note : A-4 The balances on all personal accounts are subject to confirmation by the parties and reconciliation, if any

Note : A-5 In the opinion of the Board, except otherwise stated all assets other than fixed assets and non current investments, have a realisable value in the ordinary course of business which is not different from the amount at which it is stated. The provision for current liabilities and other liabilities is adequate and not in excess of amount reasonably necessary.

Note : A-6. Previous year''s figures have been shown regrouped / rearranged, where considered necessary.

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Mar 31, 2012

Note:

1. Company has not issued nor bought back any share during the last five years

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

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

Terms / Rights attached to equity shares:

1. Voting

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

2. Liquidation

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

3. Dividends

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

Terms & Security:

(1) Term Loan - From Bank

a) Rs. 430.50 lakhs is in the nature of machinery/equipment finance secured by hypothecation of respective machinery/equipment

b) Rs.5167.00 lacs under CDR and governed by Master Restructuring Agreement(MRA) with Canara bank,Union Bank of India, State Bank of Patiala, The Karur Vysya Bank Ltd & Punjab and Sind Bank. The amount repayable is over a period from FY 2013-14 to 2021-22 as follows : Rs. 130 lacs, Rs. 386 lacs, Rs. 517 lacs, Rs. 517 lacs, Rs. 646 Lacs, Rs. 646 lacs, Rs. 775 lacs, Rs. 775 lacs, Rs. 775 lacs respectively in each year. Rate of interest for loan outstanding of Rs. 3672.00 lakhs and Rs. 1495.00 lakhs at the present is 15% p.a & 11.25% p.a respectively and increasing to 17.25% p.a & 14% p.a respectively up to FY 2021-22. This loan is secured by equitable mortgage of immovable property of the Company and promoters, pari-passu charge on plant & machinery of the company (excluding land & office flat & equipments on which other lenders are having first charge) and irrecovable and unconditional personal guarantees of the Directors and pledge of shares held by promoters in the Company,

c) Rs.333.61 lacs of funded interest term loan (FITL) for relevant period on account of Master Restructuring Agreements, repayable in equal 16 quarterly installments commencing from quarter ending 31/12/2012. Interest rate is 6% p.a.

d) Balance term loan amounting to Rs. 404.32 lakhs from the banks together with interest and other charges thereon, are secured by first pari-pasu charge on the fixed assets of the Company and second (collateral) pari- pasu charge on the current assets of the Company, both present and future, and by way of pledge of shares of the promoters and irrecovable and unconditional personal guarantees of the Directors.

e) In relation to CDR under MRA, during the subsistence of this MRA, if lender/monitoring committee is of opinion that the security provided by Company has become inadequate to cover balance of loan, the Company shall provide additional security to cover such deficiency. In case of delay in providing such additional security, Company shall be liable to pay additional interest @ 2% p.a. for delay period.

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

(2) Term Loan - Others

Rs. 2939.55 lakhs are in the nature of machinery / equipment finance secured by respective machinery/equipments

Note : A-4 Deferred Tax Liabilities (Net)

As required by Accounting Standard 22 "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants Of India, which is mandatory in nature, the Company has recognized Deferred taxes which is result from the timing difference between the Book Profits and Tax Profits. As a result the deferred tax credit for the year aggregating Rs. 4.33 lakhs has been recognised in the Profit and Loss Account.

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

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

* Sale of Investments

During the year the Company divested it's shares in Aurangabad Jalna Tollways Ltd for Rs.6091.30 lacs resulting in to a profit of Rs. 2051.61 lacs

Note:

1. Other bank balances are in the nature of security as earnest money deposits or margin money with bank having current maturity, subject to renew as per requirement to be a security .

2. Margin money reflects balance after adjusting overdrawn balance of Rs.2.85 crores, which is arrived at after reconciling 'cheques issued but not presented for payment' issued on balance sheet date.

Note : A-2

Contingent liabilities and commitments

As at 31st March 2012 As at 31st March 2011 (to the extent not provided for) Rs. Rs.

(1) Contingent Liabilities

(a) Guarantees 1,793,857,604 1,867,105,123

Company has provided counter guarantees for the same 1,793,857,604 1,867,105,123

(2) Commitments - -

Total 1,793,857,604 1,867,105,123

Disclosure as per Accounting Standards AS 3

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

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

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

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

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

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

Note : B-2 Corporate Debt Restructure Package :

During the year the company has opted for a Corporate Debt Restructuring programme for its debts to various Secured Lenders and entered into an Master Restructuring Agreement on 31.03.2012. The salient features of the debt restructuring programme are

a) Corporate Debt Restructure :

The Company filed an application with Corporate Debt Restructuring cell ("CDR") to recast its debt obligations. A Letter of Approval was issued by the CDR Cell on 31st March 2012, based on which all the lenders, connected with the proposal, signed a Master Restructure Agreement ("MRA") dated 31st,March 2012. The significant highlights of the package are as under:

Details of Lenders and Loan amount approved under CDR Package, rate of interest, repayment terms.

I) Term loan from Canara Bank above includes Rs 36.72 crores, which was earlier a foreign currency loan, and now has been converted in rupee term loan under CDR Package. The Company has booked the loss arisen on account of conversion of the said loan in profit & loss accounts in the current period.

ii) Rate of Interest for term loan of Rs.36.72 crores and Rs.14.95 crores presently at the rate of 15% pa & 11.25% pa respectively inflating towards 17.25% pa & 14% pa respectively up to FY 2022.

iii) Funded Interest Term Loan (FITL) are interest on CDR Loan for period from cutoff date i. e. 1st October, 2011 to 31st December, 2012.

iv) Save as above there are some CDR's common restrictive covenants.

b) The financial impact arising out of CDR are as under:

i) Total sacrifice by CDR lenders which is the economic benefits of the Company over period of time amounting to Rs.8.4 crores

ii) The promoters shall arrange to infuse a minimum of Rs.1.26 crores towards their contribution of restructuring scheme as a 15% of lenders sacrifices.

iii) Estimated total expenses relating to above exercise would be Rs.1.23 crores. Expenses incurred till 31st March 2012 and charge to profit and loss accounts.

c) Going Concern & Impairment:

As explained earlier, the Company undertook to restructuring its debts through CDR Package. Post the debts restructuring, the Company is confident of successful implementation of the CDR package. In the opinion of Management no impairment provision is necessary and accordingly the financial statements have been prepared on a going concern basis.

Note : B-3 Segment Reporting:

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

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

Note : B-4 Related Parties Disclosure:

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

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

The details of transactions executed between the Company and related parties during the financial year 2011-12 is as per Annexure 1 attached.

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

Note : B-5 There have been defaults in repayment of dues to the banks during the year, which have been subsequently rescheduled by way of Corporate debt restructuring package (CDR). The Company has however defaulted in following repayment of dues to Banks or Institutions (other than CDR):

Note : B-6 The balances on all personal accounts are subject to confirmation by the parties and reconciliation, if any

Note : B-7 In the opinion of the Board, except otherwise stated all assets other than fixed assets and non current investments, have a realisable value in the ordinary course of business which is not different from the amount at which it is stated. The provision for current liabilities and other liabilities is adequate and not in excess of amount reasonably necessary.

Note : B-8 Previous year's figures have been shown regrouped / rearranged, where considered necessary.

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Mar 31, 2010

1. Disclosure as per Accounting Standard AS -15: Defined Contribution Plan: Company contribution to Provident fund is charged to profit and loss account of the year when the contributions to the respective funds are due.

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

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

2. Contingent liability not provided for:

i) The value of Bank guarantees given by the company for various purposes outstanding as on 31.3.2010 is Rs.17256.19 lakhs (Previous year Rs.15760.99 Lakhs). The company has given counter guarantee for the same amount.

ii) Disputed Income tax demanded for which appeal is pending before the relevant Appellate Authorities is Rs.378.33 lakhs as detailed inpara 9below.

3. a) Term loans:

i) Term loans amounting to Rs. 8469.49 lakhs (previous year Rs.7432.49 lakhs) from the financial institutions and banks together with interest and other charges thereon, are secured by a mortgage of a part of the companys immovable assets, both present and future, and by way ofpledge of shares of promoters, besides personal guarantees of Directors .

ii) Out of term loan of Rs.8469.49 lakhs a sum of Rs.5617.50 lakhs (USD 1,23,38,018) is Foreign Currency Term Loan.

iii) This foreign currency term loan of $ 1,23,38,018 (equivalent to Rs.5617.50 lakhs) is hedged by forward contracts of similar amount for Foreign Exchange Currency Fluctuation if any. The Foreign Exchange loss of Rs.10.92 lakhs as on March 31, 2010 is charged to the Profit and loss account and a provision is made to the tune of Rs.89.01 for the remaining loss on the above transaction.

b) Cash credit facility from bank (outstanding amount of Rs.6074.28 lakhs) together with interest and other charges thereon, are secured by hypothecation of stock and book debts of the company.

c) Short Term Loans of Rs.1902.92 lakhs from banks together with interest thereon , are secured by way pledge of shares of promoters, against bills due besides personal guarantees ofDirectors.

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

5. Sales Tax and VAT Matters :

Following is the amount of dues payable determined by the Sales Tax authorities for the relevant Financial year, for which the Company has preferred anAppeal against the respectiveAssessment orders :

* For the FY 2003-04 and FY 2004-05 the Company had filed appeal for re-assessment. Plea of the Company has since been upheld and these assessments have since been cancelled and dates have been fixed for de-novo assessment.

For the period 2005-06 to 2007-08 a sum of Rs76.84 lakhs has been claimed as refund by the Company for which assessment is yet to be completed. Similarly for the financial year 2008-09 a sum of Rs.42.45 lakhs has been claimed by the Company as refund for which assessmentsis yettobe completed.

6. Set off of advance tax and prepaid taxes against provisions made: The advance tax, Tax deducted at Source and other prepaid taxes and provisions thereof are shown as Net of Taxes (both for VAT and Income tax) for the earlier years. (Details as per para 9&10)

7. In absence of incomplete information from the vendors with regards to their registration (filling of Memorandum) under The Micro, Small and Medium Enterprises Development Act, 2006. (27 of 2006 ), the Company is unable to compile the full information required to be disclosed herein under section 22 of the said Act. However based on confirmations received from some vendors the outstanding dues of small scale industrial undertaking to whom the company owes and which are outstanding for more than 30 days is Rs. 117.55 lakhs. The list with names is enclosed in Annexure 1. The total outstanding dues of creditors other than the small scale industrial units are Rs. 4412.88 lakhs.

8. Segment Reporting: a) The main business activities of company are that of execution of Infrastructure development Project through fixed price contracts. The same is considered as single segment by the Company in terms of guidelines provided in Accounting Standard 17. b) During the year under review, the company has been operating in India and the same is considered as single geographical segment for the purpose of disclosures.

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

a. Particulars of Joint Venture and/or concerns where control exists:

Nature Sr.No Name Of The Party

1 Sadbhav - Prakash Joint Venture

2 PBA - TBA Joint Venture

Jointly Controlled 3 Prakash - Atlanta Joint Venture Operations 4 PBA - Sadbhav Joint Venture

5 PBA RPS Joint Venture

6 PBA Consite Joint Venture

Jointly Controlled 7 Aurangabad Jalna Tollway Limited Entity

b. Key Management Personnel

Sr. No Name of the person

1 Mr. Ramlal R.Wadhawan Chairman & MD

2 Mr. Balkrishan P.Wadhawan Vice Chairman & Jt. MD

3 Mr. Narain P. Belani Whole Time Director

4 Mr. Deepak R Wadhawan Executive Director

5 Dr. (Mrs)Vrinda A Chapekar Independent Director

6 Mr. Sudhakar Thorat Independent Director

7 Mr. Dhananjay Athavale Independent Director

8 Mr. Subhash Wadhawan Executive President

9 Mr. Rajesh Wadhawan Executive President

10 Mr. Sunil Wadhawan Executive President

11 Mr. Vishal Wadhawan Executive President

Disclosure of transaction between the Company and Related Parties:

The details of transactions executed between the Company and related parties during the financial year 2009-10 is as per Annexure 2 attached The above information has been determined to the extent such parties have been identified on the basis of information provided by the Company, which has been relied upon bythe auditors.

10. Details for Value of Imported and Indigenous Raw materials and spare parts and components consumed and % thereof is not included as the same is not applicable. Raw Materials Rs NIL Lakhs ( Previous Year NIL )

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

a. Travel Rs. 5,16,333 ( previous year Rs. 1,65,675)

b. Provision for foreign exchange loss Rs.99,93,795 (previous year Rs.54,42,578)

12. The amount remitted during the year in Foreign currency onaccount of :

a. Dividend NIL( previous year NIL)

b. No. of Non Resident Shareholders NIL ( Previous year NIL)

13. Earnings in foreign Currency :

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

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

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

d. Other Income - NIL( Previous year NIL)

14. The Company has also carried out work in Joint Venture with M/s Tech Build Associates. The companys share of profit is Rs 52,02,874 ( previous year Rs. 18,07,254).

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

16. As required by Accounting Standard 22 " Accounting for Taxes on Income" issued by the Institute Of Chartered Accountants Of India, which is mandatory in nature, the Company has recognized Deferred taxes which result from the timing difference between the Book Profits and Tax Profits. As a result the deferred tax credit for the year aggregating Rs.39.81 lakhs has been recognised in the Profit and LossAccount.

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

18. Previous years figures have been shown regrouped / rearranged, where considered necessary.

Annexure1:

The list of small scale industrial undertaking to whom the company owes and which are outstanding for more than30 days :

1. Allen Buildwell Private Limited 5. Black Cat Enterprise

2. Kaushik Enterprise 6. Solid Refinery

3. Onsar Chemicals Pvt ltd 7. RMC Readymix Pvt Ltd

4. Pramax Confab Pvt Ltd 8. Chokesy Chemicals Pvt Ltd