Notes to Accounts of Tantia Constructions Ltd.
Mar 31, 2023
1. The description of the nature and purpose of each reserve within equity is as follows:
Capital reseve: The Company had received INR 100 Lakhs against future call option of 7,14,285 Share warrants in the financial year 2008-09. The call was not exercised by the applicants and as per the terms of the issue of warrant, the said amount was forfeited and credited to capital reserve
(a) during the financial year 2008-09.
Capital redemption reserve: The Company had issued 1,40,000 10.5% cumulative preference share at par value of ? 10 each in the Financial Year
(b) ending on 31st March 2005 were redeemed at the option of the share holder during the financial year ended on 31.03.2015. Accordingly INR 14 Lakh equivalent to the proceeds of redemption were transferred to capital redemption reserve.
( ) Securities premium account: Securities premium account represents the premium received on issue of shares over and above the face value of '' '' equity shares. The account is available for utilisation in accordance with the provisions of the Companies Act, 2013.
(d) General Reserve: The Company has not transferred any amount to the reserves for the year ended 31st March, 2023.
( ) Retained earnings: This Reserve represents the cumulative profits of the Company. This Reserve can be utilized in accordance with the provisions
(e) of the Companies Act, 2013.
In reference to note no. 55, Trade payable aggregating to INR 142 Lakhs is payable as per the terms of the approved Resolution Plan.
As per the Approved Resolution Plan trade payable amounting to INR172 Lakhs and INR Nil Lakhs have been derecognized in the previous and current financial year respectively.
Owing to the size of the overdue credit facilities, multiplicity of contractual arrangements and large number of operational creditors, determination of the carrying amount of related liabilities at the date of approval of Resolution Plan was a complex exercise and has been completed on the basis of information, documents etc. available with the Company. Confirmations/ Reconciliations from the concerned creditors are pending and any consequential adjustments required in the books of accounts will be done in the year in which such reconciliations are received.
Further, comprehending the provisions of the Approved Resolution Plan and determining the appropriateness of the accounting treatment thereof, more particularly the accounting treatment of derecognition of liabilities, requires significant judgment and estimates, including consideration of accounting principles to be applied for presentation of difference between carrying amount of novated debt and consideration payable therefore.
37 Segment information
As per Ind AS 108- âOperating Segmentâ, segment information is not required to be provided as the Company is engaged only in construction work and in no other segment.
38 The Company is engaged in the business of providing infrastructural facilities as per Section 186 (11) read with Schedule VI of the Act. Accordingly, disclosures under Section 186 of the Act is not applicable to the Company.
39 Contingent liabilities and commitments
39 1 As per the Approved Resolution Plan, contingent liabilities (which have/ may crystalize) prior to 24 February, 2020 (hereinafter referred to as âEffective Dateâ) stand extinguished. In terms of the aforesaid plan, the following matters also need the attention of our stakeholders -
39 2 The counter-guarantees, also termed as âcorporate guaranteesâ, extended by Tantia Constructions Limited to Consortium Banks on behalf of its subsidiaries, associates and joint ventures, stand extinguished and no further liability exists with respect to the same as at 31st March 2023.
In respect of the Bank Guarantees of Tantia Constructions Limited, only the active Bank Guarantees as on the effective date, against the ongoing projects, shall continue to remain active. The Resolution Applicant / Corporate Debtor shall be liable to settle any claim arising as a result of invocation / encashment of the Bank Guarantee(s). However, the Resolution Applicant / Corporate
39.3. Debtor shall not be liable in case of any bank guarantee invocation arising because of the relevant bank(s) refusal for extension of such Active Bank Guarantee(s). The active BGâs as at 31st day of . . March 2022 is to the tune of INR 4,786 Lakhs (As on 31 March 2021 - INR 9,093 Lakhs). Bank Guarantees to the tune of INR 6148 Lakh stand extingusihed by way of discharge of client obligations.
In respect of the above bank guarantees, margin money worth INR 267 Lakhs (As on 31 March 2021- INR 753 Lakhs) is being held by banks in the form of Fixed Deposits.
Furthermore, the Approved Resolution Plan, among other matters, provides that except to the extent of the amount payable to the relevant Financial and/ or Operational Creditors in accordance with the Approved Resolution Plan, all liabilities of the Company relating in any manner to the period prior to the CIRP commencement date, i.e., 13th day of March 2019, immediately, irrevocably and unconditionally, stand fully and finally discharged and settled, there being no further claims whatsoever, and all the rights of the Financial and/or Operational Creditors to invoke or enforce the same stands waived off. It is provided that any and all legal proceedings initiated before any forum, by or on behalf of any Financial and/or Operational Creditor (including Statutory Authorities), to enforce any rights or claims against the Company also stands extinguished. Further, in terms of the Approved Resolution Plan, no Statutory/ Governmental Authority has any right or claim against the Company, in respect of the period prior to the CIRP commencement date and/or in respect of the amounts written off, and all legal proceedings initiated before any forum by or on behalf of any
39.4. Financial and/or Operational Creditor (including Governmental Authorities) or any Other Creditors to enforce any rights or claims against the Company will immediately, irrevocably and unconditionally stand withdrawn, settled and/or extinguished.
The Approved Resolution Plan provides for extinguishment ofall liabilities ofthe Company owed to Financial and/or Operational Creditors, as ofthe Insolvency Commencement Date i.e. 13th day of March, 2019 against settlement of amount given under the resolution plan. The implementation of the Approved Resolution Plan, however, does not have any such similar effect over claims or receivables owed to the Company. Accordingly, the Company has concluded that any receivables due to the Company, evaluated based on merits of underlying litigations, from various governmental agencies continue to subsist.
Contribution to Gratuity
The Companyâs gratuity benefit scheme for its employees in India is a defined benefit plan (unfunded).
The Company provides for gratuity from employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of completed service.
Generally the present value of obligation is determined based on the actuarial valuation using the Projected Unit Credit Method as on year end which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The Companyâs gratuity expense is recognized under the head - âEmployee Benefit Expenseâ. However, as requires under Ind AS 19 no valuation is done for Gratuity since 2017-18 and no valuation is done for Leave Encashment during the current financial year.
These defined benefit plans expose the Company to actuarial risks, such as interest rate risk, liquidity risk, salary escalation risk and regulatory risk.
Inherent risk
The plan is defined benefit in nature which is sponsored by the Company and hence it underwrites all the risk pertaining to the plan. In particular, this exposes the Company, to actuarial risk such as adverse salary growth, change in demographic experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature, the plan is not subject to longevity risk.
Terms and conditions of transactions with related parties
The purchases from related party are made in the ordinary course of business and on terms equivalent to those that prevail in armâs length transactions. Outstanding balances at the year-end are
During the pendency and implementation of the approved Resolution Plan, Punjab National Bank, State Bank of India and Indian Overseas Bank had sent separate letters to the Company show causing identification of the account of the Company as "Wilful Defaulter" under the Reserve Bank of India''s guidelines, with State Bank of India also referring the matter to the Central Bureau of Investigation. The Succesful Resolution Applicant had filed an application before the Hon''ble National Company Law Tribunal, Kolkata Bench, challenging the issue of such Show Cause notices after
42 the approval of the Resolution Plan and to drop the proceedings of "Wilful Defaulter" against the Company.
Since the issue of the show cause notices was in contravention to the provisions of Section 32A of the Insolvency and Bankruptcy Code, 2016, Punjab National Bank had admitted the same before the Hon''ble Tribunal, and thereafter, the Bench was pleased to order dismissal of the matters against Punjab National Bank vide order dated March 25,2022. While the matter stands subjudiced with relation to State Bank of India and Indian Overseas Bank, the Company stands relived of any proceedings to be initiated against it by Punjab National Bank.
Indian Bank had vide letter no. ISC/211/2021-22 dated 23.09.2021, made a disclosure of information under Regulation 30 of the SEBI (LODR) Regulations, 2015- Reporting of Borrowal Fraud of Bank''s exposure- to the National Stock Exchange and the Bombay Stock Exchange wherein it had declared the Company as a "Fraud" account also reporting the same to the Reserve Bank of India.
43 The Succesful Resolution Applicant had filed an application before the Hon''ble Tribunal challenging the said declaration. The declaration being in contravention to the provisions of Section 32A of the Insolvency and Bankruptcy Code, 2016, on admission of Indian Bank before the Hon''ble Tribunal to drop the proceedings of "Fraud Account" against the Company, the Bench was pleased to dispose and dismiss the matter vide order dated July 22,2022. The Company, thus, stands relived of any such declaration.
Relationship with Struck off Companies- In respect of the disclosure required vide notification dated 24 March, 21 issued by Ministry of Corporate Affairs, the Company has taken steps to identify transactions with the struck-off companies, however, there are no such transactions which may be required to be reported.
44 Disclosure under Regulation Clause 34(3) and 53(f) read with Scehdule V of SEBI (LODR) Regulations, 2015 :
The Company has not granted any Loans and Advances in the nature of Loan to its Associates and Subsidiaries, hence disclosure as per the Regulation 34(3) and Regulation 53(f) read with Schedule V of SEBI (LODR) Regulations, 2015, has not been given.
45 Going Concern
In accordance with note 55, 56 and 57, the approved Resolution Plan has been under implementation during the year ended 31 March, 2023. As at 31st March, 2023, the Company has earned a net profit of INR 4,533 lakhs (As on 31 March 2022- INR 3,832 Lakh) resulting in an accumulated profit of INR 17,337 lakhs (As on 31 March, 2022- INR 12,805 Lakh). The net worth of the Company stands at INR 29,623 lakhs (As on 31 March, 2022- INR 25,092 Lakhs) and the Company is reported to be operating as a going-concern.
A contract awarded to the Company by the Road Construction Department, Bihar State Government, Patna, for development and widening of roads in Patna had been prematurely terminated by the
46 Govt. of Bihar on 30th ofApril, 2008. Being aggrieved bythis action on the part ofGovernment of Bihar, the Company approached the Hon''ble High Court of Calcutta for remedial action. In response, an Arbitrator was appointed in the matter to adjudicate the claim filed by the Company. The Arbitrator had published an award in favour of the Company which is being contested by the Road Construction Department, Bihar State Government. No accounting effect has been considered in the accounts of 2021-2022 basis conservative approach.
In the year 2011, Tantia Constructions Limited (TCL) had floated a Special Purpose Vehicle (SPV) under the name and caption Tantia Raxaultollways Private Limited (TRPL) for execution of an infrastructure project worth INR 475 crores, against which TCL (The Company) was also the EPC Contractorfor the execution ofthe said work worth INR 373 crores in the Project. During the course of execution ofthe Project the Company was facing various problems, such as delay in handover ofsite/land at different stretches, release ofGrant from NHAI, non availabilityofinput resources due to uncontrollable factors, heavy interest cost etc. Consequently, the progress of the work slowed down. Considering the aforesaid scenario, TRPL decided not to proceed further with implementation of the aforesaid project and the same was conveyed to appropriate project authorities which led to termination of the project. Accordingly, TRPL had gone in for arbitration proceedlngs against NHAI
47 in the month of May 2018, thereafter which, TCL had also lodged its claims before TRPL. The matter is currently under arbitration.
Owing to the same status ofthe operations at the subsidiaries and the stated pending arbitration, advance against material amounting to INR 4475 Lakhs and Advance against Contract amounting to INR 2031.47 Lakhs payable to TRPL by the Company, has been retained; and measurement and recognition of preference share of INR 23295 Lakhs (at fair value after netting of provision for dimunition in value of INR 13271 Lakhs) in TIPL has been done and as such no further provision has been made there against.
48 Leases: Company as lessee
The company is engaged in the infrastructure sector. In the course ofexecution ofvarious infrastructure projects at numerous locations, the company takes/procures, on hiring basis, various items of Machinery and Equipment. Overall, the number of such Machinery and Equipment procured on hiring basis for various project sites are numerous. Hire contracts have a contract period generally varying between 1 to 3 years.
The Company has entered into agreements in the nature of lease/leave and license agreement with different lessors/licensors for the purpose of establishment of office premises/residential accommodations etc. These are generally in the nature of operating lease/leave and license. Period of agreements are generally up to three years and renewable at the option of the lessee.
Equipment hiring expenses charged to expenses grouped under the head Contract Operating Expenses amounting to INR 610 lakhs (Note No 30) and under the head Other Expenses amounting to INR 142 lakhs (Note No 34).
An amount of INR 3,604 lakhs was recoverable by the Company from Tantia Raxaultollways Private Limited (Subsidiary Company) and the amount was grouped under Sundry Debtors. The said 50 subsidiary was unable to pay off its aforesaid dues because of paucity of funds. Subsequently, the said book debt was taken over by Tantia Infrastructure Private Limited, the major Promoter of Tantia Raxaultollways Private Limited. The aforesaid transaction now appears in the books of the Company as Tantia Infrastructure Private Limited being categorized as Debtors and the amount (INR 3,604 Lakhs) is continued under the head Sundry Debtors, as before.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchange in a current transaction between willing parties, other than in forced or liquidation sale.
The Company has established the following fair value hierarchy that categories the value into 3 levels. The inputs to valuation techniques used to measure fair value of financial instruments are:
Level 1: The hierarchy uses quoted (adjusted) price or NAV is measured at quoted price.
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 company 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.
The management assessed that trade receivables, cash and cash equivalent, other bank balances, trade payable and other financial assets and liabilities approximate their carrying amounts largely due to the short term maturities of there instruments.
The company uses the discounted cash flow techniques (in relation to interest-bearing borrowings and loans) which involves determination of present value of expected receipt/payment discounted using discount rate that reflects the issuerâs borrowing rate as at the end of the reporting period. The fair value so determined is classified as Level 2.
52 Financial risk management
Risk management framework
The Company''s principal financial liabilities comprises of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company operations. The Company''s principal financial assets include loans, trade and other receivables and cash and cash equivalents that derive directly from its operations.
The Companyâs activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Companyâs primary risk management focus is to minimise potential adverse effects of market risk on its financial performance. The Company''s exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers. The Companyâs risk management assessment and policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Companyâs activities.
The Company has exposure to the following risks arising from financial instruments:
(i) Credit risk
(ii) Liquidity risk
(iii) Market risk
(i) Credit risk
Credit risk is the risk of financial loss of the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally form the Company receivables from customers . Credit arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables), including deposits with bank. The Company has no significant concentration of credit risk with any counterparty. The carrying amount of financial assets represent the maximum credit risk exposure.
Trade receivable
A credit policy has been established under which each new customer is analysed individually for creditworthiness before the Company''s standard payment and delivery terms and conditions are offered. Counterparty credit risk with respect to these receivables is very low in respect of construction contracts, the Company has receivables from subsidiary companies where the management perceives the risk of recovery to be remote. The risk of recovery in these businesses is reduced to the extent of security deposits already collected and held as collaterals.
(ii) Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The Company''s finance team is responsible for liquidity, funding as well as settlement management. In addition, Processes and policies related to such risks are overseen by senior management. Management monitors the Company''s liquidity position through rolling forecasts on the basis of expected cash flows.
The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.
(iii) Market risk
Market risk is the risk of loss of future earnings, fair value or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates and other market changes that effect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments, receivables, payables and borrowings.
(a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company exposure to the risk of changes in market interest rates related primarily to the Company''s borrowing with floating interest rates. The Company constantly monitors the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost.
(b) Equity price risk
The Company is not exposed to equity risks arising from equity investments. Equity investments are held for stratergic rather than trading purposes. The Company does not actively trade these
(c) Currency risk
The Company does not have currency risks since it is not exposed to any foreign currency transaction.
The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain furture development of the business. The management The Company''s objective when managing capital are to: (a) to maximise shareholders value and provide benefits to other stakeholders and (b) maintain an optimal capital structure to reduce
54 Notes on Exceptional Items
In terms of the approved resolution plan, the company had in the previous financial year taken balance confirmation from banks and had also received additional documents basis which below given treatment had been affected through "Exceptional Items" in statement of Profit or loss account.
55 CIR process and the roadmap of revival of the company in terms of approved Resolution Plan
Pursuant to an application made by State Bank of India, the Honâble National Company Law Tribunal, Kolkata bench (hereinafter referred to as âAdjudicating Authorityâ), vide its order dated 13th day of March 2019, had ordered the commencement of the corporate insolvency resolution (CIR) process in respect of the company under the provisions of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as âthe Codeâ).
During the CIR process, for resolution plan (hereinafter referred to as âResolution Planâ) three expression of interest (EOI) were received, out of which resolution plan submitted by the consortium of EDCL Infrastructure Limited and Upendra Singh Constructions Private Limited (hereinafter referred to as âResolution Applicantsâ) was approved by the committee of creditors and submitted to the Adjudicating Authority for its approval.. Pursuant to its order (hereinafter referred to as âNCLT Orderâ) dated 24th day of February 2020 (hereinafter referred to as âeffective dateâ), the Adjudicating Authority approved the Resolution Plan (hereinafter referred to as âApproved Resolution Planâ) submitted by the Resolution Applicants (RA) for the Company under Section 31 of the Code. As per the terms of Section 31 of the Code, the Approved Resolution Plan shall be binding on the Company, its employees, members, creditors, guarantors and other stakeholders involved in the Resolution Plan.
As per the terms of the approved Resolution Plan, the creditors of TCL (financial, operational and others) will receive a total consideration of Rs. 176.629 crores (hereinafter referred to as âDischarge Considerationâ) on account of their admitted dues amounting to Rs. 1601 crores. The Discharge Consideration will be towards all admitted dues including the CIRP costs, employee dues, liability towards Active Bank Guarantees in case of devolvement/invocation etc. The RA will infuse funds to finance the Discharge Consideration through a combination of (a) equity subscription and (b) loans over a period of time, as specified in the Approved Resolution Plan.
During the course of the successful implementation of the Approved Resolution Plan, the RA shall be classified as the âpromoterâ of TCL, and the share-holding of the existing promoters/promoter group will stand transferred to the RA.
The implementation of the Approved Resolution Plan, inter-alia, entails the following:
⢠Formation of the Monitoring Committee (MC)
⢠With reference to the infusion of funds and payment on account of CIRP Costs, dues of Employees & Other Operational Creditors and, Financial Creditors, and Transfer of Promotei shareholding in Corporate Debtor the following steps are envisaged:
oPayment of the CIRP Costs
oPayment of INR 3.50 crores to Employees & Other Operational creditors against their admitted dues of INR 62.29 crores; oTransfer of existing promoterâs shares in their custody as well as promoterâs shareholding pledged with Bankers.
o Payment ofINR 71.50 crores to Financial Creditors (prior to deduction ofCIRPcosts) in three tranches, the first being called the UpfrontPayment, against theiradmitted dues ofINR1526.15 crores (including Active Bank Guarantees of INR 101.629 crores).
o ActiveBankGuaranteesamounting tolNR 10162.90Lakh would beextinguished bywayofdischargeofclientobligationsforwhich the BankGuarantees havebeen given. In the event of a default / invocation the RA will take full responsibility to ensure prompt payment of the devolved amount.
â¢With respect to the taking full control of the company by the Resolution Applicant the following steps are envisaged (after the conclusion of the above steps w.r.t. payment): oSettlement of all the dues of the MC including costs of operations, supervision costs, agency costs etc. oResignation of existing directors of the Board of Directors of TCL and constitution of the New Board by the RA.
â¢In the final leg the Approved Resolution Plan envisages the remaining payment to the Financial Creditors in two tranches.
⢠With respect to the existing share capital the Approved Resolution Plan proposes reduction of the Companyâs share capital without any payout to the shareholders, by reducing the face value of each issued and outstanding equity share of the Company from INR 10 to INR 1.
⢠With respect to infusion offunds the Approved Resolution Plan permits the RA to infuse need based funds to discharge the obligations as well as to fund the working capital and other capital needs of the Company. The Approved Resolution Plan permits the RA to infuse funds through a combination of debt and equity - the final Debt to Equity mix will be formalised by the RA basis the decision on the equity structure of the Corporate Debtor as well as other changes, in commercial consideration of the Approved Resolution Plan. The Approved Resolution Plan permits the RA to own up to 95% of the revised equity capital in the Corporate Debtor the same to be taken care of through preferential allotment of equity shares of face value of Rs 1/- per share to the RA within the implementation period of the Approved Resolution Plan.
56 Formation of the Monitoring Committee
Pursuant to Clause 22.1 of the Approved Resolution Plan, a Monitoring Committee (âMCâ) as specified in the Plan has been constituted on the Effective Date, by virtue of the order of the Honâble NCLT approving the Resolution Plan. The monitoring committee formed comprises of 3 representatives from the Financial Creditors (as decided by Committee of Creditors), 3 representatives from the RA, as well as the erstwhile Resolution Professional for supervision of implementation of the Approved Resolution Plan. Thus, for the period between the ââeffective dateââ and the Plan Implementation Completion (as defined in the Approved Resolution Plan), the Monitoring Committee has accordingly been formed to supervise the implementation of the Plan and to manage the affairs of the Company as a going concern.
57 Current Status of Implementation of the Approved Resolution Plan
During the course of implementation of the Approved Resolution Plan certain anomalies with respect to regulatory procedures etc. have been observed which have delayed the transfer of the existing equity shares of promoters to the RA. The RA has moved to the Honâble National Company Law Tribunal, Kolkata Bench (âNCLTâ), inter alia, praying for speedy transfer of the same. The NCLT has directed the erstwhile Committee of Creditors and the current MC to take steps to ensure completion of the process of transfer of shares. In the said regard, the difference of 99,19,032 equity shares between the issued and listed share capital, on account of preferential allotment of Equity Shares to the promoters ofthe Company, is in the process ofbeingresolved, and necessary steps are also being taken by the Company to regularise the issues faced in the said regard, with all the concerned authorities involved. As of now the NSE has suggested to reapply for the listing of the above shares post completion of compliance.
Since there is no stay on the implementation of the Approved Resolution Plan, and all parties concerned have already initiated the process identified in the law for the transfer of shares, the MC has begun implementation of those parts of the Approved Resolution Plan which are not affected by the proceedings at the NCLT. These include inter-alia giving effect to the debt resolution arrived at by the Approved Resolution Plan, dealing with the various regulatory authorities etc.
Keeping in view the delay in the implementation of the Resolution Plan, the Monitoring Committee has approached the Hon''ble NCLT to set aside the order dated 24th February, 2020. The SRA is contesting the same and the Hon''ble NCLT is seized of the matter.
(ii) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(iii) The Company have not advanced or given loan or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries except loans or advances given in normal course of business.
(iv) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries except loans or advances given in normal course of business.
(v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(vi) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
59 The Figures of the previous year are regrouped and rearranged, wherever necessary.
60 INR â0â represents amount less than INR 50,000/-.
Mar 31, 2016
1. The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupee. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
2. 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 preferencial amounts. The distribution will be in the proportion to the number of shares held by the shareholder.
3. CAPITAL COMMITMENT
Capital commitment of the company towards purchase of plant & machinery is Nil (Prev. Yr. Nil)
4. OTHER COMMITMENT
The Company has a commitment towards purchase of Construction Materials for various projects aggregating to '' 18.32 (Prev. Yr Rs. 3.60) for which purchase orders have been raised before 31st March 2016.
5. DISCLOSURE UNDER CLAUSE 32 OF THE LISTING AGREEMENT
The Company has not granted any Loans and Advances in the nature of Loan to its Associates and Subsidiaries, hence disclosure under Clause 32 of the Listing Agreement has not been given.
6. CURRENT TAX
Income Tax provision has not been considered in the accounts as there was no taxable income. However, adjustments for deferred tax have given effect in the accounts.
7. DEBTORS & CREDITORS CONFIRMATION
Company is in the process of obtaining balance confirmation from its Debtors and Creditors, adjustment if any, arising out of same will be considered in the subsequent period.
8. A contract awarded to the Company by the Road Construction Department, Bihar State Government, Patna, for development and widening of roads in Patna had been prematurely terminated by the Govt. of Bihar on 30th of April, 2008. Being aggrieved by this action on the part of Government of Bihar, the Company approached the Honorable High Court of Calcutta for remedial action. In response, an Arbitrator was appointed in the matter to adjudicate the claim filed by the Company. The Arbitrator had published an award in favour of the Company which was contested by the Road Construction Department, Bihar State Government, in the Hon''ble Supreme Court of India. After consideration of the matter, the Hon''ble Supreme Court rejected the applicant''s Petition, during the year ended March 31, 2016. Accordingly, the Company is now entitled to receive from the Road Construction Department, Bihar State Government, Patna, monies along with interest, with effect from January 27, 2012 till the date of payment. No accounting effect had been considered in the accounts of 2015-16 under conservative approach.
9. CORPORATE DEBT RESTRUCTURING
10. The Company (hereinafter referred to as the ''Borrower''), has availed various financial facilities from the secured lenders.
At the request of the Borrower, the Corporate Debt Restructuring Proposal (''CDR Proposal'') of the Borrower was referred to Corporate Debt Restructuring Cell ("CDR Cell") by the consortium of senior lenders led by the State Bank of India. The CDR Proposal as recommended by SBI, the lead lender was approved by CDR Empowered Group (''CDR EG'') and communicated to the Company vide Provisional Letter of Approval dated 23rd March 2015. The Cut Off Date (COD) for CDR Proposal was 1st July 2014.
The Key features of the CDR Proposal are as follows:
- Restructuring of existing fund based and non fund based financial facilities, subject to renewal and reassessment every year.
- The Term Loan availed by the company from The South Indian Bank Ltd., which had an amount outstanding of Rs. 92.45 crores, as on the cutoff date, i.e. 01.07.2014, is to be repaid in 27 quarterly installments after a Moratorium Period of 24 months, from the COD.
- Conversion of various irregular/outstanding/devolved financial facilities into Working Capital Term Loan (''WCTL''). Repayment of the said WCTL to begin after moratorium of 24 months from the COD and to be made in 27 structured quarterly installments commencing from Quarter ending 30th September 2016 to 31st March 2023.
- The interest payable on WCTL, Cash Credit and Term Loan during the moratorium period of 18 months from the COD is to be converted to Funded Interest Term Loan (FITL). The said FITL to be repaid in 17 quarterly installments commencing from quarter ending March 31, 2016 and ending on March 31, 2020.
- The rate of interest applicable to Term Loan, WCTL, FITL and fund based working capital facilities shall be 11% for initial two years and thereafter with annual reset option.
- The Promoters and Promoter Group of the Company to contribute Rs. 21 Crores upfront in the form of equity shares. In addition, they shall pledge their entire unencumbered share holding (58.59%) in favour of the lenders in demat format with voting rights. Additional Security to be created for the lenders including but not limited to the Personal Guarantee of Promoters.
* Regarding the additional Collateral Securities, stipulated by the Lenders, the Company is in process of completing the relative formalities, which is expected to be completed shortly. In the meantime, as an interim measure, the Company has pledged certain shares of unlisted Company held by Promoters and their relatives to the Lenders.
10. Right to Recompense :
As per the CDR package, approved by the lenders, Right to Recompense shall be available to the lenders who have participated in the CDR mechanism, on a yearly basis and is required to be calculated annually and disclosed in the annual report each year. For the year ended March 31, 2015, no such calculation was necessary as implementation of the package commenced only on March 31, 2015. For the year ended March 31, 2016, the necessary computation in respect of the liability under the Right to Recompense has been computed and has been arrived at Rs. 23.62 crores.
11. PROMOTER CONTRIBUTION :
As a part of the CDR Package, the Promoters were required to contribute, by way of additional equity, Rs. 21 crores in the financial year 2014-15. The amount, as required, had been brought into the Company. The formalities, in this connection, comprising Board approval, conduct of postal ballot etc have since been completed. Pending compliance with all the other requirements, framed by SEBI and other regulatory Authorities, shares are yet to be allotted against the said amount (Rs. 21 crores). Therefore, the said amount continues to be shown as an unsecured loan (Refer Note - 4) on March 31, 2016.
12. DEPRECIATION :
The Company has provided depreciation in accordance with Schedule II of the Companies Act, 2013 from the financial year 2014-15. Accordingly, unamortized carrying value is being depreciated over the remaining useful life. The fixed asset whose life had expired as on 1st April, 2014 had also been adjusted with the depreciation during the previous financial year. This has resulted in higher depreciation totaling Rs. 2,107 against Rs. 1,221 during the current financial year.
13. EMPLOYEE BENEFITS :
As required by Accounting Standard 15 (Revised) "Employee Benefits" the following table summarizes the components of net expense recognized in the Statement of Profit and Loss and the funded status and amounts recognized in the Balance Sheet for the respective plans.
14. MANAGERIAL REMUNERATION :
The Companies Act, 2013 has been made effective w.e.f. 1st April 2014 and consequently the remuneration paid to Chairman and Managing Director for the Financial Year 2013-14 (which is governed by the Companies Act, 1956) has been determined to be excess by Rs. 42 lakhs. The Company is taking appropriate steps to seek redressal of this excess amount from the concerned authorities failing which they said amount will be recovered from the Chairman and Managing Director.
Managerial Remuneration for the year ended March 31, 2016 amounting to Rs. 90 lakhs have been paid / provided to the Chairman and Managing Director. As per the provision of Companies Act, 2013 (Section 197 read with Schedule V), the eligible limit is Rs. 60 lakhs. Hence, an amount of Rs. 30 lakhs has been paid / provided in excess which needs to be approved by the shareholders. Action is being taken to get approval of the shareholder''s as required.
15. Disclosure on Related Party Transactions as per AS 18 on "Related Party Disclosures" issued by The Institute of Chartered Accountants of India:
Related Parties with whom transactions have taken place during the year :
16. The Company has reviewed the possibility of any impairment of the fixed assets of the Company in terms of the Accounting Standard AS 28 - "Impairment of assets" as at the Balance Sheet date and is of the opinion that no such provision for impairment is required.
17. Additional information pursuant to paragraph 4D of part II of Schedule VI to the Companies Act, 1956.
Expenditure / Remittance in Foreign Currency
18. Disclosure pertaining to Accounting Standard 29 - "Provisions, Contingent Liabilities" issued by The Institute of Chartered Accountants of India are given below.
19. Previous year''s figure have been re-grouped and rearranged wherever necessary.
20. ''0'' represents amount less than Rs. 50,000/-.
Mar 31, 2015
Note : 1.
Capital commitment:
Capital commitment of the company towards purchase of plant & machinery
is Nil (Prev. Yr. Nil) Note : 32
Other commitment:
The Company has a commitment towards purchase of Construction Materials
for various projects aggregating to ' 3.60 (Prev. Yr ' 48.94) for which
purchase orders have been raised before 31st March 2015.
Note : 2.
Disclosure under Clause 32 of the Listing Agreement:
The Company has not granted any Loans and Advances in the nature of
Loan to its Associates and Subsidiaries, hence disclosure under Clause
32 of the Listing Agreement has not been given.
Note : 3. Current Tax:
Current tax is determined in respect of taxable income for the year
based on applicable tax rates and Laws. Note : 35
Debtors & Creditors Confirmation:
Company is in the process of obtaining balance confirmation from its
Debtors and Creditors, adjustment if any, arising out of same will be
considered in the subsequent period.
Note : 4.
The contract awarded to the Company by the Road Construction
Department, Bihar State Government, Patna for development and widening
of roads in Patna had been prematurely terminated by the Govt. of Bihar
on 30th of April, 2008. The company had taken necessary remedial
measure through Honorable High Court of Calcutta. Arbitrator was
appointed in the matter to adjudicate the claim filed by the Company
and the Arbitrator has since published award in favor of the company
which has been contested by the Road Construction Department, Bihar
State Government in the court of law. No provision has been made in the
accounts as the matter is subjudice.
Note : 5.
Corporate Debt Restructuring:
a. The Company (hereinafter referred to as the 'Borrower'), has availed
various financial facilities from the secured lenders.
At the request of the Borrower, the Corporate Debt Restructuring
Proposal ('CDR Proposal') of the Borrower was referred to Corporate
Debt Restructuring Cell ("CDR Cell") by the consortium of senior
lenders led by the State Bank of India. The CDR Proposal as recommended
by SBI, the lead lender was approved by CDR Empowered Group ('CDR EG')
and communicated to the Company vide Provisional Letter of Approval
dated 23rd March 2015. The Cut Off Date (COD) for CDR Proposal was 1st
July 2014. The Key features of the CDR Proposal are as follows:
- Restructuring of existing fund based and non fund based financial
facilities, subject to renewal and reassessment every year.
- The Term Loan availed by the company from The South Indian Bank
Ltd., which had an amount outstanding of ' 92.45 Crores, as on the
cutoff date, i.e. 01.07.2014, is to be repaid in 27 quarterly
installments after a Moratorium Period of 24 months, from the COD.
- Conversion of various irregular/outstanding/devolved financial
facilities into Working Capital Term Loan ('WCTL'). Repayment of the
said WCTL to begin after moratorium of 24 months from the COD and to be
made in 27 structured quarterly installments commencing from Quarter
ending 30th September 2016 to 31st March 2023.
- The interest payable on WCTL, Cash Credit and Term Loan during the
moratorium period of 18 months from the COD is to be converted to
Funded Interest Term Loan (FITL). The said FITL to be repaid in 17
quarterly installments commencing from quarter ending March 31, 2016
and ending on March 31,2020.
- The rate of interest applicable to Term Loan, WCTL, FITL and fund
based working capital facilities shall be 11% for initial two years and
thereafter with annual reset option.
- The Promoters and Promoter Group of the Company to contribute ' 21
Crores upfront in the form of equity shares. In addition, they shall
pledge their entire unencumbered share holding (58.59%) in favour of
the lenders in demat format with voting rights. Additional Security to
be created for the lenders including but not limited to the Personal
Guarantee of Promoters.
specified in Schedule II in respect of all Tangible Assets.
Accordingly, unamortized carrying value is being depreciated over the
remaining useful lives. The fixed asset whose lives have expired as on
1st April, 2014 have also been adjusted with the depreciation for the
year.
Note : 6.
The Company had receivables from Tantia-OTBL, a Joint Venture in
Bangladesh and the same was considered as Sundry Debtors in earlier
year(s). Subsequently due to manifold increase of Raw Material cost it
was found very difficult to proceed for the said project and
accordingly after discussion with Orient Trading & Builders Ltd (OTBL)
the Company thought it prudent to sacrifice the previous receivable in
the true spirit of contract to complete the same as per stipulated time
schedule.
Note : 7.
Repossession of Assets :
During the year, due to inadequacy of resources arising from certain
segments, the company was unable to meet its financial commitments made
to SREI Equipment Finance Pvt Limited and Tata Capital Finance Ltd on
account of lease rentals for certain fixed assets, which were being
utilized in various sites of the Company as well as the Ready Mix
Concrete Segment of the Company. Consequently, as a measure of full and
final settlement SREI and Tata Capital took over the possession of
these assets against a liability of ' 3,250 and ' 225 respectively.
Note : 8.
Employee Benefits :
As required by Accounting Standard 15 (Revised) "Employee Benefits" the
following table summarizes the components of net expense recognized in
the Statement of Profit and Loss and the funded status and amounts
recognized in the Balance Sheet for the respective plans.
* Provision for gratuity have been made for ' 36 on an estimated basis.
Accordingly the figures as required under Accounting Standard - 15,
could not be provided for the year relating to gratuity. However, leave
encashment for the current Financial Year have been fully accounted and
provided in accounts and shown in the above table.
Note : 9.
Managerial Remuneration :
The Companies Act, 2013 has been made effective w.e.f. 1st April 2014
and consequently the remuneration paid to Chairman and Managing
Director for the Financial Year 2013-14 (which is governed by the
Companies Act, 1956) has been determined to be excess by ' 42. The
Company is taking immediate steps to seek redressal of this excess
amount from the concerned authorities failing which the said amount
will be recovered from the Chairman and Managing Director.
Note : 10.
Disclosure on Related Party Transactions as per AS 18 on "Related Party
Disclosures" issued by The Institute of Chartered Accountants of India:
Note : 11.
The Company has reviewed the possibility of any impairment of the fixed
Assets of the Company in terms of the Accounting Standard AS 28 -
"Impairment of Assets" as at the Balance Sheet date and is of the
opinion that no such provision for impairment is required.
Note : 12.
Additional information pursuant to paragraph 4D of part II of Schedule
VI to the Companies Act, 1956.
Note : 13.
Ready Mix Concrete :
The company has been operating a number of Ready Mix Concrete units for
the past few years. During the year, the operations of this segment
have been severely affected owing to the actions taken by certain
lenders which include the action taken by Vijaya Bank (refer note 8)
and the actions taken by SREI Equipment Finance Pvt Ltd (refer note no
42). Owing to these actions, the RMC segment has suffered Operating
Losses. The Company is exploring ways to arrive at an early settlement
with the lenders so that the RMC operations can be resumed normally.
However, the operations of the RMC division of the Company will not
affect the sustainability and future viability of the Company since the
said operations have not been considered in the Corrective Action Plan
(CAP) decided upon by the lenders at the time of approving the CDR
Package.
Note : 14.
Previous year's figure have been re-grouped and rearranged wherever
necessary.
Mar 31, 2014
(Rs in Lakhs)
Note : 1 CONTINGENT LIABILITIES AND COMMITMENTS
SL. Particulars 2013-14 2012-13
1. Counter guarantees given to Consortium Banks in 56,075 60,000
respect of Contracts in India. Rs'' 1,665 (Previous
year Rs. 2,123) are held by banks as margin money
against the guarantees given by them in addition to
the counter guarantees offered by the company for
the total non-fund based limit for Bank guarantee of
Rs. 56,075 (Previous Year Rs. 60,000).Total figure as
shown above includes Rs. 12,793 (Prev. Yr. 1 4,243)
relating to Joint Venture.
2. Sale Tax Liability / Works Contract Tax Liability 4,910 4,204
for which the company has preferred an appeal before
the Appellate Authorities.
3. The Company has provided an undertaking to pay in
the event of default for loan given by the Banks to
its Subsidiaries including fellow Subsidiaries. Out
standing amount of default as on 31st March, 2014 was
Nil.
4. The Income Tax assessment of the Company has been
completed upto Assessment Year 2010-11. The Income Tax
Department has gone for Appeal before ITAT in
connection with Assessment for Assessment Year
2006-07, 2007-08, 2008-09 and 2010-11 which is lying
pending. If the ITAT order is passed in favour of the
Department the impact of further liability of the
Company will be a maximum to the extent of Rs. 1,237.07
lacs. However, based on the facts of the cases, the
Company feels that there is sufficient reason to believe
that the Appellate Authority will pass orders in favour
of the Company and accordingly no provisions has been made.
Company is in the process of obtaining balance confirmation from its
Debtors and Creditors, adjustment if any, arising out of same will be
considered in the subsequent period.
The contract awarded to the Company by the Road Construction
Department, Bihar State Government, Patna for development and widening
of roads in Patna had been prematurely terminated by the Govt. of Bihar
on 30th of April, 2008. The company had taken necessary remedial
measure through Honorable High Court of Calcutta. Arbitrator was
appointed in the matter to adjudicate the claim filed by the Company
and the Arbitrator has since published award in favour of the company
which has been contested by the Road Construction Department, Bihar
State Government in the court of law. No provision has been made in the
accounts as the matter is subjudice.
Disclosure in accordance with Accounting Standard - 7 (Revised 2002) on
"Accounting for Construction Contract" issued by The Institute of
Chartered Accountants of India is as under :
Advance to Nigolice Trading Pvt. Ltd represents payments towards
purchase of Preference Shares of Tanti''a Agrochemicals Pvt. Ltd held by
them. Pending finalization of terms and conditions as well as
completion of transfer formalities as on 31.03.2014 the amount has been
grouped under advances.
As required by Accounting Standard 15 (Revised) "Employee Benefits" the
following table summaries the components of net expense recognized in
the Statement of Profit and Loss and the funded status and amounts
recognized in the Balance Sheet for the respective plans.
Note : 2 SEGMENT INFORMATION
Business Segment : The Business Segments have been identified on the
basis of the activity undertaken by the Company.
Accordingly, the Company has identified the
following Segment:
Infrastructure : Consists of execution of construction contracts and
other infrastructure activities
Ready Material : Consists of production of Ready Mix Concrete
Concrete
Disclosure on Related Party Transactions as per AS 18 on "Related
Party Disclosures" issued by The Institute of Chartered Accountants of
India Related Parties with whom transactions have taken place during
the year
Nature of Relation Name of Entity
Associate Companies and Enterprises Nigolice Trading (P) Ltd.
over which the key management personnel Castal Extrusion Private Ltd
and its relatives are able to exercise Andromeda Communications P Ltd
significant influence: Prism Impex Pvt Ltd
Greenzen Bio Pvt Ltd
Tan ti''a Agrochemicals Pvt Ltd
Subsidiaries : Tanti''a Sanjauliparkings (P) Ltd
Tan ti''a Infrasturcture (P) Ltd.
Tan ti''a Raxaultollway (P) Ltd.
Tan ti''a Batala-Beas (P) Ltd
Joint Ventures : RBM Tanti''a (JV)
Tan ti''a BSBK (JV)
JMC Tanti''a (JV)
Tan ti''a DBC (JV)
Tan ti''a Simplex (JV)
Tan ti''a Soma (JV)
Tan ti''a Nayak (JV)
Tan ti''a TBL (JV)
Tan ti''a SPML (JV)
Tan ti''a Freyssinet Gilcon (JV)
Tan ti''a OTBL (JV)
Tan ti''a Gondwana (JV)
Tan ti''a CCIL (JV)
Tan ti''a EDCL (JV)
Tan ti''a SEC (JV)
Tan ti''a YSCC (JV)
IVRCL Tanti''a (JV)
Tan ti''a Premco (JV)
Tan ti''a Tundi (JV)
Key Management Personnel (KMP) :
Sri I. P. Tanti''a (Chairman & Managing Director)
Sri B. L. Ajitsaria (Director - Business Development)
Sri Rahul Tanti''a (Director - Operations)
Sri Murare Lal Agarwala (Director - Projects)
Sri Sandip Bose (Director)
Ms Rohini Sureka (Vice President - Finance & Accounts)
Relatives of Key Management Personnel (KMP) :
Sri Siddhartha Tanti''a
Ms Laxmi Tanti''a
Sri Harshvardhan Tanti''a
Financial Statements of these Joint Ventures are yet to be audited and
figures have been considered based on provisional Financial Statement
The Company has reviewed the possibility of any impairment of the fixed
Liabilities of the Company in terms of the Accounting Standard AS 28 -
"Impairment of Liabilities" as at the Balance Sheet date and is of the
opinion that no such provision for impairment is required.
Additional information pursuant to paragraph 4D of part II of Schedule
VI to the Companies Act, 1956. Expenditure / Remittance in Foreign
Currency
Disclosure pertaining to Accounting Standard 29 - "Provisions,
Contingent Liabilities and Contingent Assets" issued by The Institute
of Chartered Accountants of India are given below.
Previous year''s figure have been re-grouped and rearranged wherever
necessary.
Mar 31, 2013
A. Corporate Information
Tantia Constructions Limited (The Company'') is one of the most
experienced civil infrastructure solutions providers in India.
Incorporated as a private limited Company in 1964 which became public
limited Company in 1982, the Company is engaged in executing critical
infrastructure projects. It began operations in the railways segment
and over the years extended to seven core infrastructure segments of
railways, roads, urban development, infrastructure and industrial
fabrication, power, marine and aviation.
Contingent Assets are neither recognized nor disclosed in the Financial
Statements.
The rights, preferences and restrictions attaching to each
class of shares
Class: Equity Shares
i) The Company has only one class of equity shares having a par value
of Rs. 10 per share. Each holder of equity share is entitled to one vote
per share. The Company declares and pays dividends in Indian Rupee. The
dividend proposed by the Board of Directors is subject to the approval
of the share holders in the ensuing Annual
ii) In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will
be in the proportion to the no. of shares held by the shareholder.
Class Preference Shares
The Company had issued cumulative redeemable preference shares having a
par value of Rs. 10 per share on January 8, 2005. The preference share
holders do not carry any voting right at shareholders meeting except in
case of special meeting of preference share holders only. The
preference share holders are entitled to dividend @ 10.5% on prorata
basis before equity share holders are paid dividend. The preference
shares are redeemable at the option of shareholder with a notice of 90
days or at the option of the Company with 30 days notice within a
maximum period of
10 years from the date of issue. In the event of liquidation of the
Company, the holders of preference shares will be entitled to receive
remaining assets of the Company, after distribution of all preferential
amounts and before distribution of anything to the equity share holder.
The distribution will be in the proportion to the no. of shares held by
the shareholder.
Disclosure of terms of any securities convertible into
Equity/Preferential Shares along with earliest date of conversion
FCCB - The Company has issued on July 17, 2007, 7500, 1% Foreign
Currency Convertible Bonds due in the year 2012 at 100% of US $1000
each aggregating to US $7.5 million to finance capital expenditure. The
bondholders have an option of converting these bonds into shares at an
initial conversion price of Rs. 140.00 per share (including the premium
of Rs. 130/- each) with a fixed rate of conversion of Rs. 40.38 per US $ at
any time on or after July 17, 2007 up-to July 5, 2012. The bonds are
also redeemable at the option of the Company at a minimum rate of 130%
of the early redemption amount in case of early redemption on any date
after 24 months from the issue date and up to July 5, 2012. Unless
previously redeemed, converted or repurchased and cancelled, the bonds
will be redeemed at 137.92% of its principal amount on the maturity
date.
Out of the above proceeds and in terms of the objects of the issue, the
Company has utilized Rs. 2,812 (Previous Year Rs. 2,812) for financing
capital expenditure and Rs. 115 for FCCB issue expenses. The amount of
foreign exchange fluctuation and FCCB issue expenses have been charged
to profit and loss account of the relevant year(s).
During the financial year 2010-11, the Company had opted to Buy Back
5000 FCCB in line with the terms of RBI Circular no RBI/2008-09/317
A.P. (DIR Series) Circular no. 39 dtd. 08.12.2008 read with Circular
no RBI/2009-10/367 A.P. (DIR Series) Circular no. 44 dtd 29.03.2010
issued in this regard. The Buy Back was completed at a mutually
decided discount of 25% on the accredited value of the bonds.
During the financial year the Company has redeemed the balance 2500
FCCB on the maturity date as per the terms of the issue at 137.92% of
its principal amount.
SHARE WARRANTS - The Committee of Directors of the
Company at their meeting held on June 11,2011 have allotted 24,50,000
Convertible Warrants to the Promoters/Promoter Group Companies on
Private Placement/Preferential Basis, pursuant to Shareholder''s
approval by way of Postal Ballot, results of which was declared on
March 9, 2011 on such terms and conditions duly approved by the
Shareholders.
Out of total allotted 24,50,000 Convertible Warrants, the Board of
Directors of the Company at their meeting held on February 13, 2012
allotted 8,50,000 Equity Shares to the Promoters/Promoters Group
Companies pursuant to conversion of equivalent number of Warrants as
per terms of the issue. Further, the Committee of Directors of the
Company at their meeting held on December 8,2012 allotted 16,00,000
Equity Shares to the Promoters/Promoter Group Companies pursuant to
conversion of equivalent number of Warrant which was placed with the
Board of Directors at their meeting held on February 13,2013 which was
approved by the Board. The entire issued Equity Shares of the Company
are listed on Stock Exchange and shall rank pari-passu with the
existing Equity Shares of the Company in all respects.
The Company has not granted any Loans and Advances in the nature of
Loan to its Associates and Subsidiaries, hence disclosure under Clause
32 of the Listing Agreement has not been given.
Current tax is determined in respect of taxable income for the year
based on applicable tax rates and Laws.
Company is in the process of obtaining balance confirmation from its
Debtors and Creditors, adjustment if any, arising out of same will be
considered in the subsequent period.
The contract awarded to the Company by the Road Construction
Department, Bihar State Government, Patna for development and widening
of roads in Patna had been prematurely terminated by the Govt, of Bihar
on April 30, 2008. The company had taken necessary remedial measure
through Honorable High Court of Calcutta. Arbitrator was appointed in
the matter to adjudicate the claim filed by the Company and the
Arbitrator has since published award in favour of the company which has
been contested by the Road Construction Department, Bihar State
Government in the court of law. No provision has been made in the
accounts as the matter is subjudice.
Disclosure in accordance with Accounting Standard - 7 (Revised 2002) on
"Accounting for Construction Contract" issued
by The Institute of Chartered Accountants of India is as under:
As required by Accounting Standard 15 (Revised) "Employee Benefits" the
following table summaries the components of net expense recognized in
the Statement of Profit and Loss and the funded status and amounts
recognized in the Balance Sheet for the respective plans.
The Company operates under a major segment namely "Core Infrastructure"
and under other segments. Since the segment revenue from external
customers for each of the other segments is below 10% of total revenue
and the carrying amount of assets for each other segments are below 10%
of the carrying amount of all assets, reporting under AS-17 on "Segment
Reporting" has not been made. as at and for the year ended March 31,
2013
Disclosure on Related Party Transactions as per AS 18 on "Related Party
Disclosures" issued by The Institute of Chartered Accountants of India:
Related Parties with whom transactions have taken place during the
year:
* The Financial Statement of the subsidiary was audited by other
auditors and the same has been incorporated based on that.
Particulars of Transactions during the year: (Rs. in Lakhs)
Joint Venture disclosure as per Accounting Standard 27 on "Financial
reporting on interests in Joint Venture":
i. Financial interest in the Jointly controlled Entities (Contd.) (Rs.
jn Lakhs)
"Financial Statements of these Joint Ventures are yet to be audited and
figures have been considered based on provisional Financial Statement
The Company has reviewed the possibility of any impairment of the fixed
assets of the Company in terms of the Accounting Standard AS 28 -
"Impairment of Assets" as at the Balance Sheet date and is of the
opinion that no such provision for impairment is required.
Additional information pursuant to paragraph 4D of part II of Schedule
VI to the Companies Act, 1956. Expenditure / Remittance in Foreign
Currency
Disclosure pertaining to Accounting Standard 29 - "Provisions,
Contingent Liabilities and Contingent Assets" issued by The
Previous year''s figure have been re-grouped and re-arranged wherever
necessary.
Mar 31, 2012
A. Corporate information
Tantia Constructions Limited ('The Company') is one of the most
experienced civil infrastructure solutions providers in India.
Incorporated as a private limited Company in 1964 which became public
limited Company in 1982, the Company is engaged in executing critical
infrastructure projects. It began operations in the railways segment
and over the years extended to seven core infrastructure segments of
railways, roads, urban development, infrastructure and industrial
fabrication, power, marine and aviation.
Note: 1A. The rights, preferences and restrictions attaching to each
class of shares
Class : Equity Shares
i) The Company has only one class of equity shares having a par value
of Rs. 10/- per share. Each holder of equity share is entitled to one
vote per share. The Company declares and pays dividends in Indian
Rupee. The dividend proposed by the Board of Directors is subject to
the approval of the share holders in the ensuing Annual General
Meeting.
ii) In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will
be in the proportion to the no. of shares held by the shareholder.
Class : Preference Shares
The Company had issued cumulative redeemable preference shares having a
par value of Rs. 10/- per share. The preference share holders do not
carry any voting right at shareholders meeting except in case of
special meeting of preference share holders only. The preference share
holders are entitled to dividend @ 10.5% on pro-rata basis before
equity share holders are paid dividend. The preference shares are
redeemable at the option of shareholder with a notice of 90 days within
a maximum period of 10 years from the date of issue. In the event of
liquidation of the Company, the holders of preference shares will be
entitled to receive remaining assets of the Company, after distribution
of all preferential amounts and before distribution of anything to the
equity share holder. The distribution will be in the proportion to the
no. of shares held by the shareholder.
Note: 1B. Disclosure of terms of any securities convertible into
Equity/Preferential Shares along with earliest date of conversion FCCB
- The Company has issued on July 17, 2007, 7500, 1% Foreign Currency
Convertible Bonds due in the year 2012 at 100% of US$ 1000 each
aggregating to US$ 7.5 million to finance capital expenditure. The
bondholders have an option of converting these bonds into shares at an
initial conversion price of Rs. 140.00 per share (including the premium
of Rs. 130/- each) with a fixed rate of conversion of Rs. 40.38 per US$ at
any time on or after July 17, 2007 up-to July 5, 2012. The bonds are
also redeemable at the option of the Company at a minimum rate of 130%
of the early redemption amount in case of early redemption on any date
after 24 months from the issue date and up to July 5, 2012. Unless
previously redeemed, converted or repurchased and cancelled, the bonds
will be redeemed at 137.92% of its principal amount on the maturity
date.
Out of the above proceeds and in terms of the objects of the issue, the
Company has utilized Rs. 2,812 (Pr. Year Rs. 2,812) for financing capital
expenditure and Rs. 115 for FCCB issue expenses. The amount of foreign
exchange fluctuation and FCCB issue expenses have been charged to
profit and loss account of the relevant year(s).
During the last financial year the Company had opted to Buy Back 5000
FCCB in line with the terms of RBI Circular no RBI/2008-09/317 A.P.
(DIR Series) Circular no. 39 dtd. 08.12.2008 read with Circular no
RBI/2009-10/367 A.P. (DIR Series) Circular no. 44 dtd 29.03.2010 issued
in this regard. The Buy Back was completed at a mutually decided
discount of 25% on the accredited value of the bonds.
SHARE WARRANTS - The Committee of Directors of the Company at their
meeting held on June 11, 2011 have allotted 24,50,000 Convertible
Warrants to the Promoters/Promoter Group Companies on Private
Placement/Preferential Basis, pursuant to Shareholder's approval by way
of Postal Ballot, results of which was declared on March 9, 2011 on
such terms and condition duly approved by the Shareholder's are
outlined as hereunder;
a. An amount equivalent to at least 25% of the consideration
determined as per SEBI (ICDR) Regulation, 2009 must be paid as upfront
money on or before the date of allotment of Convertible Warrants and
the remaining 75% balance must be paid within a period not exceeding 18
months from the date of issue of said warrants.
b. Each of the said Warrant shall carry a right, entitling its
registered owner to apply for one Equity Share of Rs. 10/- each upon
conversion of Warrants after making full payment of consideration. In
case the Warrant holders do not apply for the Equity Shares of the
Company within the aforesaid time period, then the amount paid on each
of the said warrant shall be forfeited and all the rights attached to
the said warrant shall lapse automatically.
c. The Equity Shares allotted pursuant to conversion of warrants shall
rank pari-passu with the existing Equity Shares of the Company in all
respects.
Note: 1. CONTINGENT LIABILITIES AND COMMITMENTS
(Rs. in Lakhs)
Sl
No. Particulars 2011-12 2010-11
1 Counter guarantees given to
Consortium Banks in respect of
Contracts in India.
Rs. 1,597 (Previous year Rs. 1,759)
are held by banks as margin
money against the guarantees
given by them in addition to the
counter guarantees offered by the
company for the total non-fund
based limit for Bank guarantee of
Rs. 62,600 (Previous Year Rs. 54,150).
Total figure as shown above
includes Rs. 4,158
(Prev. Yr. 4,198) relating to
Joint Venture. 62,600 54,150
2 Sale Tax Liability / Works
Contract Tax Liability for which
the company has preferred an
appeal before the Appellate
Authorities. 2,007 824
3 Bill Discounting - 1,469
4 Arbitration case for which
stay order has been taken 160 -
6 The Company has provided an
undertaking to pay in the event
of default for loan given
by the Banks to its Subsidiaries
including fellow Subsidiaries.
Outstanding amount of
default as on March 31, 2012
was Nil.
7 The company had issued in
2007-08, 7500, 1% Foreign Currency
Convertible Bond of US$ 1000 each
due in the year 2012 @ 100%,
redeemable with premium only
if there is no pre-mature
conversion. The payment of premium
on redemption of Rs. 456 (Previous year
à Rs. 246) is therefore contingent in
nature as the outcome of which
depends on uncertain future events
and so not provided for.
Note: 2. CAPITAL AND OTHER COMMITMENTS
- Capital commitment:
The Company has commitment towards purchase of plant & machinery whose
aggregate amount is Rs. 103.63 for RMC Divisions at Bhubaneswar,
Narayanpur and Taratala.
- Other Commitment:
The Company has a commitment towards purchase of Raw Materials for
various projects aggregating to Rs. 40 for which purchase orders have
been raised before March 31, 2012.
Note: 3.
The Company has not granted any Loans and Advances in the nature of
Loan to its Associates and Subsidiaries, hence disclosure under Clause
32 of the Listing Agreement has not been given.
Note: 4.
Current tax is determined in respect of taxable income for the year
based on applicable tax rates and Laws.
Note: 5.
Company is in the process of obtaining balance confirmation from its
Debtors and Creditors, adjustment if any, arising out of same will be
considered in the subsequent period.
Note: 6.
The contract awarded to the Company by the Bihar State Government for
development and widening of roads in Patna had been prematurely
terminated by the Govt. of Bihar on April 30, 2008. The company had
taken necessary remedial measure through Honorable High Court of
Calcutta. Arbitrator has been appointed in the matter to adjudicate the
claim filed by the Company and the hearings are in process.
Note: 7.
As required by Accounting Standard 15 (Revised) the following table
summaries the components of net expense recognized in the Profit and
Loss Account and the funded status and amounts recognized in the
Balance Sheet for the respective plans.
Note: 8.
The Company operates under a major segment namely "Core Infrastructure"
and under other segments. Since the segment revenue from external
customers for each of the other segments is below 10% of total revenue
and the carrying amount of assets for each other segments are below 10%
of the carrying amount of all assets, reporting under AS-17 on "Segment
Reporting" has not been made.
Note: 9.
Disclosure on Related Party Transactions as per AS 18 on "Related Party
Disclosures" issued by The Institute of Chartered Accountants of India:
Related Parties with whom transactions have taken place during the
year:-
A. Associate Companies and Enterprises over which the key management
personnel and its relatives are able to exercise significant influence:
Nigolice Trading (P) Ltd. Infra vision Developers (P) Ltd. Tantia
Financial Services Ltd Monobal Vayapar (P) Ltd. Castal Extrusion
Private Limited Andromeda Communications (P) Ltd Harsh Leisure (P) Ltd.
B. Subsidiaries
Tantia Sanjauliparkings (P) Ltd. Tantia Infrasturcture (P) Ltd.
Tantia Raxaultollway (P) Ltd.
C. Joint Ventures:
RBM Tantia (JV)
Tantia BSBK (JV)
JMC Tantia (JV)
Tantia DBC (JV)
Tantia Simplex (JV)
Tantia Soma (JV)
Tantia Nayak (JV)
Tantia TBL (JV)
Tantia SPML (JV)
Tantia Freyssinet Gilcon (JV)
Tantia Gondwana (JV)
Tantia CCIL (JV)
Tantia EDCL (JV)
Tantia SEC (JV)
Tantia YSCC (JV)
Tantia EPAS (JV)
D. Key Management Personnel and Relatives:
Sri I. P. Tantia (Chairman & Managing Director)
Sri B. L. Ajitsaria (Director à Business Development)
Sri Rahul Tantia (Director - Operations)
Sri Murare Lal Agarwala (Director - Projects)
Ms Rohini Sureka (Vice President - Finance & Accounts)
Pending finalization of the RBM Tantia-JV account, current year's
figures are not given.
The Company has reviewed the possibility of any impairment of the fixed
assets of the Company in terms of the Accounting Standard 28 Ã
"Impairment of Assets" as at the Balance Sheet date and is of the
opinion that no such provision for impairment is required.
Previous year's figure have been re-grouped and rearranged wherever
necessary.
Mar 31, 2011
(Amounts are presented in Rs. in Thousands, except for per share data and
quantitative information)
1. Contingent Liabilities (Rs. in Thousand)
Sl. Particulars 31.03.2011 31.03.2010
1 Counter guarantees given to Consortium
Banks in respect of Contracts in India.
Rs. 1,75,943 (Previous year Rs.
1,53,324) are held by banks as margin
money against the guarantees given by
them in addition to the counter
guarantees offered by the Company for
the total non-fund based limit for Bank
guarantee of Rs. 54,15,000 (Previous
Year Rs. 47,83,900). 5,415,000 4,783,900
2 Sale tax liability / works contract tax
liability for which the Company has pre
ferred an appeal before the Appellate
Authority. 82,381 93,845
3 Bill Discounting 146,902 113,076
4 The demand, if any, that may arise out Amount Amount
of search and seizure proceedings initi not not
-ated by the Income Tax Authority ascerta ascerta
-inable -inable
2 The Company had issued in 2007-08,
7500, 1% Foreign Currency Convertible
Bond of US$ 1000 each due in the year
2012 @ 100%, redeemable with premium
only if there is no pre-mature
conversion. The payment of premium on
redemption of Rs. 24,622 (Previous
year - 59,303) is therefore contingent
in nature as the outcome of which
depends on uncertain future events
and so not provided for.
3. The Company has issued and allotted on 8th January 2005, 1,40,000
10.50% Cumulative Redeemable Preference shares of Rs. 10 each fully
paid up, redeemable at the option of the shareholder with 90 days
notice or at the option of the Company with 30 days notice within a
maximum period of 10 (ten) years. There was no redemption during the
year.
4. Issue of Share Warrants
a) During the year the Company has received application for 24,50,000
Share Warrant of Rs. 84.25 each. The applicants have paid more than 25
% of total value of the warrants and the balance amount is payable
within 18 months from the date of allotment, as and when made in one or
more tranches at the discretion of allottee. The conversion of these
warrants into equity share of the Company, once the entire amount is
paid by the subscriber within the stipulated time, is subject to
receipt of approval from SEBI and other Competent Authorities.
b) Capital Reserve The Company had received Rs. 10,000 against future
call option of 7,14,285 Share warrants in the F. Y. 2008-09. The call
was not exercised by the applicants and as per the terms of the issue
of warrant, the said amount was forfeited and credited to Capital
Reserve during the year 2008-09.
5. Secured Loans
For Cash Credit:
- From Banks:
The Company has availed various credit facilities, fund and non-fund
based, under consortium arrangement with Banks which are secured on
pari-passu basis among the consortium members primarily by
hypothecation of entire stock, book debts and other current assets of
the Company both present & future.
These facilities are collaterally secured:
- By way of charge on the fixed assets (including Land and shed) of the
Company excluding the equipments, machinery and vehicles that are
hypothecated to various Banks and Non-Banking Finance Companies under
exclusive charges for financing thereof.
- Personal Guarantees of the Chairman & Managing Director and the
Director (Operations)
For Equipment and Vehicles Loan:
Term Loans taken from the Banks and NBFC's towards the purchase of
equipments, machineries and vehicles are secured by way of
hypothecation of assets financed by them. (Amount due within one year `
1,30,015 (Previous Year: ` 50,300)
6. Unsecured Loans:
I. FCCB
The Company has issued on 17th July, 2007, 7500, 1% Foreign Currency
Convertible Bonds due in the year 2012 at 100% of US $1000 each
aggregating to US $7.5 million to finance capital expenditure. The
bondholders have an option of converting these bonds into shares at an
initial conversion price of Rs. 140.00 per share (including the
premium of Rs. 130/- each) with a fixed rate of conversion of Rs. 40.38
per US $ at any time on or after 17th July, 2007 up-to 5th July, 2012.
The bonds are also redeemable at the option of the Company at a minimum
rate of 130 % of the early redemption amount in case of early
redemption on any date after 24 months from the issue date and up to
5th July, 2012. Unless previously redeemed, converted or repurchased
and cancelled, the bonds will be redeemed at 137.92% of its principal
amount on the maturity date.
Out of the above proceeds and in terms of the objects of the issue, the
Company has utilised Rs. 2,81,200 (Pr. Year Rs. 2,81,200) for financing
capital expenditure and Rs. 11,513 for FCCB issue expenses. The amount
of foreign exchange fluctuation and FCCB issue expenses have been
charged to profit and loss account of the relevant year(s).
During the year the Company has opted to Buy Back 5000 FCCB in line
with the terms of RBI Circular no RBI/2008-09/317 A.P. (DIR Series)
Circular no. 39 dtd. 08.12.2008 read with Circular no RBI/2009-10/367
A.P. (DIR Series) Circular no. 44 dtd 29.03.2010 issued in this regard.
The Buy Back was completed at a mutually decided discount of 25% on the
accredited value of the bonds. The Buy Back was funded by the internal
accruals of the Company.
II. Short Term Loans from Banks and NBFC:
Short term loan repayable within 1 year, from Bank is Rs. 1,167,135 and
from NBFC is Rs. 34,546.
7. Intangible Asset, shown under Fixed Assets (Schedule à 5)
represents the ERP Implementation Expenses (SAP) of Rs. 8,000 which has
been amortised over a period of five years, being the estimated life.
8. Cash in Hand includes Rs. 43 (Previous Year nil) held in Foreign
currency.
9. The Company has not granted any Loans and Advances in the nature of
Loan to its Associates and Subsidiaries, hence disclosure under Clause
32 of the Listing Agreement has not been given.
10. Current Liabilities (others) includes Unclaimed Dividend and
Unclaimed Share Application money amounting to Rs. 516 (Pr. Year Rs.
378) and Rs. 444 (Pr. Year Rs. 144) respectively at the end of the
financial year and the corresponding amount are lying in the designated
bank accounts.
11. Current tax is determined in respect of taxable income for the year
based on applicable tax rates and Laws.
12. Company is in the process of obtaining balance confirmation from
its Debtors and Creditors, adjustment if any, arising out of same will
be considered in the subsequent period.
13. The contract awarded to the Company by the Bihar State Government
for development and widening of roads in Patna had been prematurely
terminated by the Govt. of Bihar on 30th of April, 2008. The Company
had taken necessary remedial measure through Honorable High Court of
Kolkata. Arbitrator has been appointed in the matter to adjudicate the
claim filed by the Company and the hearings are in process.
14. The Company operates under a major segment namely ÃCore
Infrastructureà and under other segments. Since the segment revenue
from external customers for each of the other segments is below 10% of
total revenue and the carrying amount of assets for each other segments
are below 10% of the carrying amount of all assets, reporting under
AS-17 on ÃSegment Reportingà has not been made.
15. Disclosure on Related Party Transactions as per AS 18 on ÃRelated
party disclosuresà issued by The Institute of Chartered Accountants of
India:
Related Parties with whom transactions have taken place during the
year:-
A Associate Companies and Negolice Trading (P) Ltd.
Enterprises over which the Beco Industries (P) Ltd.
trading (P) Ltd. key management Infravision Developers (P) Ltd.
personnel and its relatives are Monobal Vayapar (P) Ltd.
able to exercise significant Tantia Trust
influence: Castal Extrusion Private
Limited
Andromeda Communications
(P) Ltd
Harsh Leisure (P) Ltd.
B Subsidiaries Tantia Sanjauliparkings
(P) Ltd.
Tantia Infrastructure (P) Ltd.
Tantia Raxaultollway (P) Ltd.
C Joint Ventures RBM Tantia (JV)
Tantia BSBK (JV)
JMC Tantia (JV)
Tantia DBC (JV)
Tantia Simplex (JV)
Tantia Soma (JV)
Tantia Nayak (JV)
Tantia TBL (JV)
Tantia SPML (JV)
Tantia Freyssinet Gilcon (JV)
Tantia Gondwana (JV)
Tantia CCIL (JV)
Tantia EDCL (JV)
D Key Management Personnel and Sri I. P. Tantia (Chairman &
Relatives Managing Director)
Sri B. L. Ajitsaria (Director
- Business Development)
Sri Rahul Tantia (Director -
Operations)
Sri Murare Lal Agarwal
(Director - Projects)
Sri Siddharth Tantia (Vice
President - Corporate planning)
Ms Rohini Sureka (Vice President
- Finance & Accounts)
Mrs Laxmi Tantia (Wife of
Siddharth Tantia)
16. Previous year's figure have been re-grouped and rearranged wherever
necessary.
Mar 31, 2010
(Amounts are presented in Rs. in Thousands , except forper share data
an d as otherwise stated)
1. Contingent Liabilities (Rs. in Thousands) Sl. Particulars March 31,
2010 March 31, 2009
1 Counter guarantees given to Consortium Banks in respect of Contracts
in India. Rs. 1,53,324 (Previous year 1,19,285) a re held by banks
as margin money against the guarantees given by them in addition to the
counter guarantees offered by the company for the total non-fund based
limit for Bank guarantee of Rs.. 47,83,900. 47,83,900 23,10 ,214
2 Sale tax liability / works contract tax liability for which the
company has preferred an appeal before the appellate authority. 93,845
46,418
3 The demand, if any, that may arise out of search and seizure
proceedings initiated by the Amount not Income tax authority
ascertainable
4 The company had is sued in 2007-08 the 7500, 1% Foreign Currency
Convertible Bond of USD $ 1000 each due 20 12 @ 100% , redeem able only
if there is no pre-mature conversion. The payment of premium
onredemption of Rs.59 ,303 (Previous year 4 2 ,401) is therefore
contingent in nature as the outcome of which depends on uncertain
future events and so not provided for.
2. The Company has is sued and allotted on 8th January, 2005, 1 0 .50
% 1 ,40,000 cumulative redeem able preference shares of Rs. 10 each
fully paid up, redeem able at the option of the shareholder with 90
days notice or at the option of the Company with 30 days notice with in
a maximum period of 10 (ten) years. There was no redemption during the
year.
3. Issue of Share Warrants The Company had received Rs.10 ,000 being
10 % value against future calloption of 7,14 ,285 Share warrants at a
price of Rs.140 / - each (including the premium of Rs.130 / - each )
convertible on or before 31st August, 2008. The call was not exercised
by the applicants and as per the term of the issue of warrant , the
said amount was forfeited and credited to Capital Reserve during the
year 2008-09.
During the year 2008-09, the company has made fresh is sue of 8,00,000
shares warrants @ Rs. 89.12 / - each (including premium of Rs. 79 .12 /
- each ). The Allottees of Share warrants issued on September 29 , 2008
have paid the total value. The option was exercised by the applicants
and 8,00,000 Equity sharesare issued @ Rs. 89.12 / - each (including
premium of Rs. 79.12 / - each) during the year.
4. Secured Loans Fro m Banks & Financial Institutions:
The Company has availed of various credit facilities, fund an d
non-fund based, under consortium arrang em ent with banks an d a re
secured on paripassu basis among the consortium members prim arily by
hypothecation of entire stock, book debts and other current assets of
the Company both present & future.
These facilities are collaterally secured
* By way of charge on the fixed assets of the company excluding the
equip ments. machinery and vehicles that a re hypothecated to various
Non-Banking Finance Companies.
* Personal Guarantees of the Chairman cum Managing Director and the
Director (Operations) From Non-Banking Finance Companies:
Term Loans taken fromt he Equipment Finance Companies and N B FC s
towards the purchase of equipments , machineries an d vehicles are
secured by way of hypothecation of assets financed by them . (Amount
due with in one year Rs.50 ,300 (Previous Year: Rs. 58,961)
5. The company has issue don 17th July, 2007, 7500, 1 % Foreign
.Currency Convertible Bonds due 20 12 at 100% of US $1000 each
aggregating to US $7.5 milion to finance capital expenditure. The
bondholders have an option of converting these bonds in to shares at an
in itial conversion price of Rs. 140 .00 pershare (including the
premium of Rs.130 / - each) with a fixed rate of conversion of Rs.
40.38 per US $at any time on or after 17th July , 2007 up-to 5th July ,
20 12. The bonds are also redeem able at the option of the Company at a
minimum rate of 1 3 0 % in case of early redemption on any date after
24 months from the issue date and up to 5th July, 20 12. If redeemed,
converted or repurchased and cancelled as on 3 1st M arch, 20 10 , it
would have redeemed at Rs. 3,96,016 being the intrinsic/book value.
Unlesspreviously redeemed, converted or repurchased and cancelled, the
bonds will be redeemed at 137.92% of its principal amount on the
maturity date. No conversion, redemption, re - purchases and
cancellation has been exercised by either party during the year.
Out of the above proceeds an d in terms of the objects of the issue ,
the Company has utilised Rs. 2,81,200 (Pr. Year Rs. 2,81,200 ) for
financing capital expenditure and Rs 11,513 for FCCB issue expenses.
The amount of foreign exchange fluctuation and FCCB issue expenses have
been charged to profit and loss account. The balance amount of Rs.29
,339 (Pr. Year Rs. 21,801) has been kept in current account and deposit
account with Stae Bank of India, London Branch
6. Intangible asset, shown under Fixe d Assets (Schedule 5) include the
ERP Im plem entation Expenses (SAP) of Rs.8,000 which has been
amortised as depreciation over a period of five years, being the estim
ated life .
7. Based on the inform ation received from the vendors the Company has
not come across any vendor who is covered under the Micro, Small and
Medium Enterprise Development Act 2006 and hence disc losure, if any,
relating to amount unpaid as at the year en d together with interest
paid/payable as requied under the said act have not been given .
8. Current Liabilities (others) includes Unclaimed Dividend and
Unclaimed Share Application amounting to Rs. 378 (Pr. Year Rs. 283) and
Rs. 144 (Pr. Year Rs. 144) respectively at the end of the financial
year and the corresponding amount are lying in the designated bank
accounts.
9. Current tax is determined in respect of taxable income for the
year based on applicable tax rates and Laws.
10. The Company operates under a single segment namely Core
Infrastructure . Therefore, reporting under AS-1 7 on Segment Reporting
has not been made. During the year under report the company has engaged
in business in India hence it is treated as a single geographical
segment.
11. The Company has reviewed the possibility of any impairment of the
fixed assets of the Company in terms of the Accounting Standard AS 28
Impairment of Assets as at the balance sheet date and is of the opinion
that no such provision for impairment is required.
12. Previous years figure have been re - grouped and rearranged
wherever ecessary .
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