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ILandFS Engineering and Construction Company
BSE: 532907|NSE: IL&FSENGG|ISIN: INE369I01014|SECTOR: Construction & Contracting - Civil
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« Mar 10
Notes to Accounts Year End : Mar '11
(1) Changes in Estimates:
 
 Change in Useful life of Fixed Assets:
 
 In the current year, based on technical estimates, the Company has
 re-estimated the useful lives for Plant and Machinery - construction
 equipment (otherthan earth moving equipments, shuttering/scaffolding
 material and equipments given on hire) and depreciated the written down
 value as on April 01,2010 over the revised estimated balance life. The
 Management believes that such change will give a systematic basis of
 depreciation charge more representative of the time pattern in which
 the economic benefits will be derived from the use of such asset. The
 useful life has been re-estimated from 11 years to 15 years.
 
 Had the Company continued to use the earlier basis of providing
 depreciation, the depreciation for the current year would have been
 higher by Rs. 6.65, profit aftertax would have been lower by Rs. 6.65
 and net block for the current year would have been lower by Rs. 6.65.
 
 In the previous year, based on technical estimates, the Company had
 re-estimated the useful lives of certain category of Fixed Assets
 (given on hire) with effect from April 01,2009. Had the Company
 continued to use the earlier basis of providing depreciation, the
 depreciation and loss for the previous year would have been lower by
 Rs. 6.48 and net block for the previous year would have been higher by
 Rs. 6.48.
 
 2) Capital Commitments:
 
 Estimated amount of contracts remaining to be executed on capital
 account and not provided for Rs. 1.72 (March 31,2010: Rs.0.95).
 
 Notes annexed to and forming part of the accounts as at and for the
 year ended March 31,2011 (All amounts in Rs. Crore except for share
 data or as otherwise stated)
 
 (6) Contingent Liabilities not provided for:
 
 
 
 (a) Claims against the Company not acknowledged as debts 2.92 8.41
 
 (b) Outstanding bank guarantees (excluding performance obligations)
 311.55 243.20
 
 (c) Guarantees issued by bankers, financial institutions on behalf of
 the
 
 Company towards performance obligations 618.12 616.56
 
 (d) Corporate Guarantees towards performance obligations of the Company
 58.03
 
 (e) Direct and indirect taxes under dispute 43.29 60.04
 
 (f) Liquidated Damages 43.85 84.62
 
 (g) Preference Dividend (including dividend tax) Refer Note 31 (b)
 below
 
 (h) The Company has Guaranteed to the lenders to make good the
 shortfall, if any, on redemption of Pass Through Certificates issued by
 Maytas Investment Trust as per the CDR terms (refer note 7(d) below).
 (i) Consequent to announcement by erstwhile chairman of Satyam
 Computers Services Limited on January 7,2009, Serious
 
 Fraud Investigation office (SFIO) has initiated investigations on
 various matters pertaining to the Company which are on going. The SFIO
 has submitted its reports relating to various findings and has issued
 notices for prosecution for seven alleged violations against the
 Company and others. While the Company has not accepted these
 violations, in order to settle these issues, the Company is in the
 process of filing compounding applications for these alleged
 violations.  It is not practicable to estimate the time frame by which
 the aforesaid disputes would be settled. Based on the internal
 assessment and /or legal opinion, the Management is confident that for
 the above mentioned contingent liabilities, no provision is required to
 be made as at March 31,2011.
 
 (m) Going Concern:
 
 The Company has recorded a net profit of Rs. 2.91 for the year and has
 accumulated losses of Rs. 432.42 as at March 31, 2011. During the year,
 the Company has got contracts for new projects and has bid for many
 other projects. The Management is confidentthatthe Company will be able
 to generate profits in future years and meet its financial obligation
 as they arise. The accompanying Financial Statements have been prepared
 on a going concern basis based on cumulative impact of following
 mitigating factors:
 
 (a) The Company has an order book of Rs. 7,100 approximately (includes
 its share in Joint Venture) as at March 31,2011.
 
 (b) The Management and the Government nominee directors on the board
 have taken significant steps for revival and restoration of operations
 of the Company.
 
 (c) The promoters, Infrastructure Leasing and Financial Services
 Limited (IL&FS), have provided liquidity support of Rs. 55 (repayment
 schedule not specified) to the Company in terms of the Company Law
 Board order and also have arranged Rs. 85.11 by way of loan and Rs. 5
 towards non-fund based limits.
 
 (d) The Company had obtained an approval for the Debt Restructuring
 from the CDR Empowered Group in July 2009. Upon induction of IL&FS as
 the new promoter in the previous year, the scheme had been modified and
 approval of Lenders was obtained at its meeting held on March 30,2010.
 The Company has obtained formal Letter of Approval dated June 26,2010
 from the CDR Empowered
 
 Group incorporating attendant terms and conditions and based on an
 independent opinion the impact of the CDR scheme had been given in the
 financial statements of the previous year. The Master Restructuring
 Agreement (MRA) was executed on September 27,2010.  ''
 
 The salient features of MRA are as follows:
 
 - Repayment of Term Loan has been restructured over a period of 6
 years, commencing September 30, 2010.  Accordingly the Company has made
 32% repayment of Term Loan on September 28, 2010. Balance loan
 repayments would commence from financial year 2013- 14.
 
 - Fund based working capital facility has been carved out based on the
 drawing power of the Company.
 
 - Restructuring of Interest rates, payable monthly @ 7% p.a. for the
 financial year 2010-11 and stepped up over the period of loan with
 varying rates thereafter.
 
 - ConversionofdebtofRs.250into6%OptionallyConvertible Cumulative
 Redeemable Preference Shares.
 
 - Conversion of accrued interest upto March 2010, into a Funded
 Interest Term Loan (FITL) and issuance of Preference (carrying 6%
 coupon rate) / Equity Capital to discharge the FITL obligation.
 
 - In the previous year, pursuant to the Debt Restructuring Programme,
 the Company had settled an irrevocable trust, namely, Maytas Investment
 Trust (Trust). The Company had transferred its investments aggregating
 to Rs. 310 in diverse BOT Projects at fair value aggregating to Rs. 575
 to the Trust. During the financial year, the Trust has fully redeemed
 the Pass Through Certificates issued to the lenders under the CDR
 scheme along with the accumulated yield till the date of redemption by
 way of selling certain investments for an amount of Rs. 220 and by
 issuing fresh Pass Through Certificates of Rs. 400, of which Rs. 150
 were purchased by the Company. The Company is liable for short fall, if
 any, that may arise in eventual settlement of the PTCs through an
 orderly disposal of BOT investments.  The Company does not currently
 envisage any shortfall on this account.
 
 - Fresh Term Loans of Rs. 300 and additional non fund based limits of
 Rs. 200 were sanctioned during the year.
 
 (e) The Company has entered into One Time Settlements (as discussed in
 detail in note 9 below) with five more banks during the financial year
 which were not part of CDR Scheme.
 
 (f) During the year, the Company has allotted 15,459,133 Equity shares
 of Rs. 10 each at a premium of Rs. 185.30 per share against receipt of
 an amount of Rs. 301.93 from SBG Projects Investments Limited (SBGPIL)
 on July 30, 2010. The Company Law Board has approved induction of four
 nominee Directors of SBGPIL on the Board of the Company. Pursuant to
 this Investment, SBGPILand IL&FS have announced an Open Offer to
 acquire further 20% of
 
 the Equity Shares of the Company as per SEBI (Substantial Acquisition
 of Shares and Takeover) Regulations, 1997.  The Open Offer commenced on
 March 30,2011 and closed on April 18,2011. SBGPIL and IL&FS acquired
 14,563,755 equity shares of the Company in the Open Offer.
 
 (8) During the year, the Company has invested Rs. 0.10 in equity shares
 of Maytas Properties Limited (MPL) constituting 40% of the post issue
 paid up share capital of MPL pursuant to the order passed by the
 Honorable Company Law Board on January 13,2011 allowing IL&FS group
 (consisting of IL&FS, IL&FS Financial Services Limited and the Company)
 to be the new promoters of MPL. Further, the Company has acquired 100%
 stake in Angeerasa Greenfields Private Limited, Ekadanta Greenfields
 Private Limited and Saptaswara Agro-farms Private Limited.
 
 (9) One Time Settlements fOTS) with Lenders:
 
 The Company had made OTS proposal to certain banks, which were not part
 of CDR scheme. The cutoff date considered was December 31,2008. During
 the year, the Company has entered into One Time Settlement with five
 more banks and the resultant gain on settlement has been accounted for
 as an exceptional item amounting to Rs. 110.21 (March 31, 2010: Rs.
 121.63).  With these One Time Settlements, the Company has completed
 settlements with all banks which were outside the purview of CDR
 Package.
 
 (11) Status of Cancelled Projects:
 
 As at March 31,2011, balances against cancelled projects of Rs. 12.68
 (March 31,2010: Rs. 63.70) is recoverable against current and fixed
 assets.
 
 The Management has evaluated the recoverability of the aforesaid
 current assets and fixed assets deployed on these projects as on March
 31,2011. Based on such evaluation / reconciliation / amicable
 settlement, provision / write-offs aggregating to Rs. 50.78 (including
 Rs. 13.45 for provision for performance bank guarantee invoked) [March
 31,2010: Rs. 85.21 (including Rs. 54.69 for provision for performance
 bank guarantee invoked)] have been made in the accounts.
 
 (12) Inter Corporate Deposits:
 
 Priorto April 01,2009 the erstwhile promoters had given Inter Corporate
 Deposits aggregating to Rs. 391.64 to various companies.  As at March
 31, 2011, the outstanding balance of Inter Corporate Deposits to
 various companies aggregated to Rs. 415.63 [including Rs. 71.85 to
 Maytas Properties Ltd (MPL)]. Of the foregoing, documentary evidences
 had been established that, foran amount of Rs. 323.78, Satyam Computer
 Services Limited (SCSL) is the ultimate beneficiary and for which a
 claim together with interest receivable had been lodged by the Company.
 SCSL had accounted certain liability in its Audited Consolidated
 Statement of Assets and Liabilities as at March 31,2011 as Amounts
 Pending Investigation Suspense Account (Net) Rs. 1,230.40. Management
 is of the opinion that the claim made by the Company on SCSL is
 included in the amount disclosed by them in their Audited Accounts. The
 Company is confident of recovering the Inter Corporate Deposits
 together with interest due thereon.
 
 During the year, the Company has accrued gross interest income of Rs.
 23.59 (including Rs. 14.80 of earlier years) on Inter Corporate Deposit
 given to MPL
 
 (13) Bank Guarantees Invoked:
 
 During the current year, Bank Guarantee aggregating to Rs.  14.50
 provided as security against performance guarantee given to a customer
 has been invoked. The bank has adjusted an amount of Rs. 0.74 against
 margin money deposit lying with it and the balance amount was paid by
 the Company.
 
 In the previous year, Bank Guarantee aggregating to Rs.  172.36
 provided as security against loans availed, mobilization advance
 received from customers, performance guarantees given to customers and
 guarantee given to suppliers had been invoked. Pursuant to the CDR
 scheme (as referred in para 7(d) above) the amount under Bank Guarantee
 Devolved Account had been transferred to term loan and working capital
 loan account.
 
 (14) Hyderabad Metro Rail Project:
 
 During the earlier years, Government of Andhra Pradesh had cancelled
 the Hyderabad Metro Rail Project entered into by Maytas Metro Limited,
 a Subsidiary of the Company
 
 (by virtue of its current shareholding) and had invoked bank guarantees
 of Rs. 60 given as bid security and forfeited Rs.  11 given as part of
 the bid offer in the form of additional concession fee.
 
 The Company had filed a writ petition challenging the termination of
 the contract. The Honorable High Court of Andhra Pradesh has ordered a
 status quo. Pending decision of the High Court, the Company as a matter
 of prudence had written off Rs. 60 towards bid security invoked and Rs.
 11 towards additional concession fees paid by the Company on behalf of
 Maytas Metro Limited during the Financial Year 2009-10.
 
 (15) Deferred Tax:
 
 The Company has no deferred tax liability as at March 31, 2011.
 Deferred tax assets on timing differences have not been recognised as
 at March 31, 2011 in the absence of virtual certainty of future taxable
 profits.
 
 In the previous year, the Company had deferred tax liability of Rs.
 2.31. Deferred tax assets on timing differences on the basis of virtual
 certainty had been restricted to the extent of deferred tax liability
 and no net deferred tax asset had been recognised.
 
 (17) Provision for Liquidated Damages:
 
 Liquidated damages are levied as per the terms of the contract for
 delayed execution of works or delayed achievement of agreed milestones.
 For all projects in progress, Management has estimated the probability
 of levy of liquidated damages, if any, based on completion date as per
 the contract, extension of time granted by the customer, etc,.
 Accordingly provision made for liquidated damages is as under:
 
 (18) Share Capital:
 
 (a) Initial Public Offer:
 
 The Company had issued 8,850,000 equity shares pursuant to its Initial
 Public Offer (IPO) in October 2007 and allotted shares on October
 17,2007 after filing prospectus dated October 11,2007 with Registrar of
 Companies. These shares were listed on BSE and NSE w.e.f October
 25,2007.
 
 The projected utilization as per the prospectus has been varied by
 revising / re-scheduling to the extent of Rs. 105.40 in view of the
 competitive and dynamic nature of business and considered as fully
 utilized in the previous year, which is ratified by the share holders
 in the Annual General Meeting held on November 09,2009.
 
 (19) Retirement Benefits:
 
 (a) Disclosures related to Defined Contribution Plan:
 
 Provident fund contribution and ESI contribution recognized as expense
 in the Profit and Loss Account Rs. 2.51 (March 31, 2010: Rs. 2.61)
 
 (b) Disclosures related to Defined Benefit Plan:
 
 The Company has a defined benefit gratuity plan. Every employee who has
 completed five years or more of service gets a gratuity on departure at
 15 days last drawn salary for each completed year of service. The
 scheme is unfunded.
 
 The following tables summarize the components of net benefit expense
 recognised in the Profit and Loss Account and amounts recognised in the
 Balance Sheetforthe respective plans.
 
 (26) (I) Related party transactions (not disclosed elsewhere in these
 financial statements): (a) Names of related parties and relationship
 with the Company:
 
 - Subsidiaries
 
 1.  Maytas Mineral Resources Limited*
 
 2.  Maytas Infra Assets Limited
 
 3.  Maytas VasishtaVaradhi Limited
 
 4.  Maytas Metro Limited
 
 5.  Angeerasa Greenfields Private limited
 
 6.  Saptaswara Agro - Farms Private Limited
 
 7.  Ekadanta Greenfields Private Limited
 
 * Closed Operations on March 30,2011
 
 - Step down Subsidiaries of Maytas Infra Assets Limited
 
 1.  Dardu Power Private Limited*
 
 2.  Par Power (Arunachal Pradesh) Private Limited*
 
 * Closed Operations on March 29,2011
 
 - Investing party in respect of which the reporting enterprise is an
 associate 1.  Infrastructure Leasing & Financial Services Limited
 
 - Joint Ventures
 
 1.  Maytas-SNC(JV)
 
 2.  NCC- Maytas (JV) U 1
 
 3.  Himachal (JV)
 
 4.  NEC-NCC-Maytas (JV)
 
 5.  Maytas-NCC (JV) Irrigation
 
 6.  NCC-Maytas (JV)
 
 7.  Maytas-CTR(JV)
 
 8.  Bangalore Elevated Tollway Limited*
 
 9.  WesternUPTollwayLimited*
 
 10.  Hyderabad Expressways Limited*
 
 11.  Machilipatnam Port Limited*
 
 12.  Pondicherry Tindivanam Tollway Limited*
 
 13.  NCC-Maytas-ZVS(JV)
 
 14.  GulbargaAirport Developers Private Limited
 
 15.  Shimoga Airport Developers Private Limited
 
 * Sold to Maytas Investment Trust in pursuant to the CDR Scheme (as
 referred in para 7 (d) above).
 
 * Investment in the entity disposed off during the previous year.
 
 - Associates
 
 1.  Himachal Sorang Power Limited
 
 (formerly known as Himachal Sorang Power Private Limited)*
 
 2.  Cyberabad Expressways Limited*
 
 3.  Maytas Properties Limited
 
 * Sold to Maytas Investment Trust in pursuant to the CDR Scheme (as
 referred in para 7(d) above)
 
 - Key Management Personnel
 
 1.  Mr.VimalKishoreKaushik*
 
 2.  Mr.TejaRaju$
 
 * Joined wef January 08,2010
 
 $ Ceased to be director in the Company w e f September 29,2009
 
 (29) Segmental Reporting:
 
 The Company''s operations fall into a single business segment
 Construction and Infrastructure Development and single geo- graphical
 segment; hence the financial statements of the enterprise represent
 single Segmental Reporting.
 
 (v) Previous yearfigures have been disclosed in italics.
 
 (vi) The above joint ventures have contingent liabilities amounting to
 Rs. Nil (March 31, 2010: Rs. Nil) and capital commitments outstanding
 as at March 31,2011 amounting to Rs. Nil (March 31,2010: Rs. Nil).
 
 (vii) All the aforesaid entities are incorporated in India.
 
 (b) The Company has the following joint ventures, which are in the
 nature of jointly controlled operations:
 
 - Maytas KBL (JV)
 
 - Maytas KCCPL Flow more (JV)
 
 - Maytas MEIL KBL (JV)
 
 - Maytas MEIL ABB AAG (JV)
 
 - MEIL Maytas ABB AAG (JV)
 
 - MEIL Maytas KBL (JV)
 
 - MEIL Maytas WIPL (JV)
 
 - MEIL Maytas AAG (JV)
 
 - MEIL -SEW- Maytas - BHEL (JV)
 
 - L&TUBL Maytas (JV)
 
 - Maytas-Rithwik(JV)
 
 - Maytas Sushee(JV)
 
 - Maytas Gayatri Consortium
 
 The Company''s share in assets, liabilities, income and expenditure are
 duly accounted for in the accounts of the Company in accordance with
 such division of work as per the work sharing arrangements and
 therefore does not require separate disclosures.  However, joint
 venture partners are jointly and severally liable to clients for any
 claims in these projects.
 
 (34) Since the materials meant for execution of the construction
 projects are of different nature and specifications, it is not
 practicable to disclose the quantitative information in respect
 thereof.
 
 (38) Previous year''s figures have been regrouped / rearranged to
 conform to those of the current year.
 
 (39) All amounts less than Rs. 0.01 have been disclosed as Rs.0.00.
Source : Dion Global Solutions Limited
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