xxviii Provisions, Contingent Liabilities and Contingent Assets
A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which a reliable estimate can be made of the amount of obligation. Provisions (excluding gratuity and compensated absences) are determined based on management's estimate required to settle the obligation at the Balance Sheet date. In case the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. These are reviewed at each Balance Sheet date and adjusted to reflect the current management estimates.
Contingent liabilities are disclosed in respect of possible obligations that arise from past events, whose existence would be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. A contingent liability also arises, in rare cases, where a liability cannot be recognised because it cannot be measured reliably.
Contingent assets are disclosed where an inflow of economic benefits is probable.
xxix Share Issue Expenses
Share issue expenses are charged off against available balance in the Securities premium reserve.
xxx Share Based Payments
Certain employees of the Company are entitled to remuneration in the form of equity settled instruments, for rendering services over a defined vesting period. Equity instruments granted are measured by reference to the fair value of the instrument at the date of grant. The fair value determined at the grant date is expensed over the vesting period of the respective tranches of such grants. The stock compensation expense is determined based on the Company's estimate of equity instruments that will eventually vest using fair value in accordance with Ind- AS 102, Share based payment.
xxxi Exceptional Items
When items of income and expense within profit or loss from ordinary activities are of such size, nature or incidence that their disclosure is relevant to explain the performance of the enterprise for the period, the nature and amount of such material items are disclosed separately as exceptional items.
Note 2.2 Recent accounting pronouncements
Ministry of Corporate Affairs ("MCA"), through Companies (Indian Accounting Standards) Amendment Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified the following new and amendments to Ind AS's which Company has not adopted as they are effective from 1 April 2019.
1. Ind AS - 116 Leases
Ind AS 116 will replace the existing leases standard, Ind AS 17 Leases. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, on-balance sheet lessee accounting model for lessees. A lessee recognises right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. The standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements in Ind AS 17.
2. Ind AS 12 Income taxes (amendments relating to income tax consequences of dividend and uncertainty over income tax treatments)
The amendment relating to income tax consequences of dividend clarify that an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events. The Company does not expect any impact from this pronouncement.
The amendment to Appendix C of Ind AS 12 specifies that the amendment is to be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12. It outlines the following: (1) the entity has to use judgement, to determine whether each tax treatment should be considered separately or whether some can be considered together. The decision should be based on the approach which provides better predictions of the resolution
of the uncertainty (2) the entity is to assume that the taxation authority will have full knowledge of all relevant information while examining any amount (3) entity has to consider the probability of the relevant taxation authority accepting the tax treatment and the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates would depend upon the probability. The Company does not expect any significant impact of the amendment on its financial statements.
3. Ind AS 23 - Borrowing Costs
The amendment clarifies that if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalisation rate on general borrowings. The Company does not expect any impact from this amendment.
4. Ind AS 103 - Business Combinations and Ind AS 111 - Joint Arrangements
The amendments to Ind AS 103 relating to re-measurement clarify that when an entity obtains control of a business that is a joint operation, it re-measures previously held interests in that business. The amendments to Ind AS 111 clarify that when an entity obtains joint control of a business that is a joint operation, the entity does not re-measure previously held interests in that business. The Company will apply the pronouncement if and when it obtains control / joint control of a business that is a joint operation.
Note 4.3 Also, the Company has given a "Non Disposal Undertaking” to the lenders to the extent of 1,899 (31 March 2024: 1,899) equity shares of Supreme Infrastructure BOT Private Limited.
Note 4.4 The Company's non-current investments and trade receivable as at March 31, 2025 include investments in Supreme Infrastructure BOT Private Limited (‘SIBPL') amounting to ^ 142,556.84 lakhs (March 31, 2024 : 142,556.84 lakhs) and ^ 2,142.63 lakhs (March 31, 2024:^ 2,139.37 lakhs) respectively. On May 22, 2024, SIBPL has been admitted to Corporate Insolvency Resolution Process ("CIRP”) on an application filed by one of the financial creditor of SIBPL pursuant to which directors of the Company has resigned and the Company has lost control over the SIBPL and accordingly it has ceased to be a subsidiary company and the said investments in SIBPL, is shown as investments in associates. However, subsequently this financial creditor of SIBPL has provided an in principle approval for the resolution of the debt and is in the process of taking requisite action in furtherance, which would enable ending the CIRP process of SIBPL. SIBPL has various Build, Operate and Transfer (BOT) SPVs under its fold. While SIBPL has incurred losses during its initial years and have accumulated losses, causing the net worth of the entity to be fully eroded as at March 31, 2025, the underlying projects are expected to achieve adequate profitability on substantial completion of the underlying projects.
Management is in discussion with the respective lenders, clients for the availability of right of way and other required clearances and is confident of resolving the matter without any loss to the respective SPVs. Therefore, based on certain estimates like future business plans, growth prospects, ongoing discussions with the clients and consortium lenders, on the basis of the orders of Hon'ble NCLAT for these step down subsidiaries, Management believes that the net-worth of SIBPL does not represent its true market value and hence carrying value of the non-current investments and Trade receivable as at March 31, 2025 are considered as good and recoverable by Management of the Company. Note 4.5 The Company's non-current investments, trade receivable and other current assets as at March 31, 2025 include investments in Supreme Panvel Indapur Tollways Private Limited ('SPITPL'), a subsidiary company, and trade receivable and unbilled revenue from said subsidiary amounting to 15,677.22 lakhs (March 31, 2024: ^15,677.52 lakhs), ^3,814.66 lakhs (March 31, 2024: ^3,814.66 lakhs) and ^ 3,201.67 lakhs (March 31, 2024: 3,201.67 lakhs) respectively. SPITPL is a special purpose vehicle Company incorporated for the purpose of undertaking the work for construction of Panvel - Indapur NH-17 awarded by National Highways Authority of India ("NHAI”) on built, operate and transfer basis. National Highways Authority of India ("NHAI”) had issued an intent to terminate notice to this subsidiary, the said notice has been subsequently stayed by order of the Hon'ble High Court of Delhi and the matter has been referred to arbitral tribunal in order to adjudicate the dispute between the parties. In terms of the order passed by the Hon'ble Arbitral Tribunal dated March 10, 2023 in furtherance to the Hon'ble Apex Court directions dated February 7, 2023, this subsidiary and NHAI have been directed to explore mutual conciliation under policy of NHAI, which are currently ongoing. Meanwhile, On August 30, 2024, SPITPL has been admitted to Corporate Insolvency Resolution Process ("CIRP”) on an application filed by one of the financial creditor of SPITPL pursuant to which the Company has lost control over the SPITPL and accordingly it has ceased to be a subsidiary company and the said investments in SIBPL is shown as investments in associates. The said order has been assailed by one of the suspended director before the Hon'ble National Company Law Appellate Tribunal, Delhi Bench. Further, commercial operation date (COD) in respect of SPITPL has been delayed due to various reasons attributable to the clients primarily due to non-availability of right of way, environmental clearances etc., receipt / payment of Company in terms of the one time fund infusion agreement between NHAI. Management is in discussion with the respective lenders, clients for the availability of right of way and other required clearances and is confident of resolving the matter without any loss. Therefore, based on certain estimates like future business plans, and ongoing discussions with the clients and consortium lenders, Management believes that the net-worth of SPITPL does not represent its true market value and the realizable amount of SPITPL is higher than the carrying value of the non-current investments and trade receivable as at March 31, 2025 and due to which these are considered as good and recoverable.
11.3 Trade receivables and other current assets as at March 31, 2025 include trade receivables amounting to ^ 75,814.87 lakhs (March 31, 2024: 75,752.07 lakhs) and unbilled revenue amounting ^454 lakhs (March 31, 2024: ^ 3,965.57 lakhs) & other receivable amounting 611.02 lakhs respectively, in respect of projects which have been outstanding for a substantial period (including receivables in respect of projects closed/substantially closed). Based on the contract terms and the ongoing recovery/ arbitration procedures (which are at various stages), Management is reasonably confident of recovering these overdue amounts in full. Accordingly, these amounts have been considered as good and recoverable. Balances of Trade Receivables are subject to balance confirmation and adjustments, if any.
11.4 Trade receivables as at 31 March 2025 includes ^ 6836.17 lakhs (31 March 2024: ^ 6830.90 lakhs) due from private companies in which the Company's director is a director or a member.
11.5 Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
11.6 The Company recognises lifetime expected credit losses on trade receivables using a simplified approach by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in provision matrix.
b. Terms/rights attached to equity shares:
The Company has only one class of equity shares having a par value of ^ 10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend, if any.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
e. Bonus shares/ buy back/shares for consideration other than cash issued during past five years:
(i) Aggregate number and class of shares allotted as fully paid up pursuant to contracts without payment being received in cash - Nil
(ii) Aggregate number and class of shares allotted as fully paid up by way of bonus shares - Nil
(iii) Aggregate number and class of shares bought back - Nil
f. 7,462,505 (31 March 2024: 7,361,505) equity shares held by the promoters of the Company (including promoter group Companies) as at 31 March 2025 are pledged as security in respect of amounts borrowed by the Company and its Group Companies.
Note 18.1 Security for cash credit facilities:
Cash credit facilities availed from bankers carries an interest rate of 13% per annum and are secured by hypothecation charge on the current assets of the Company on first pari passu basis with existing and proposed working capital lenders in consortium arrangement. These facilities are further secured by way of certain collaterals, on pari passu basis, provided by the Company including personal guarantee of Company's directors/promoter and corporate guarantee of BHS Housing Private Limited.
The securities towards cash credit facilities also extends to the guarantees given by the banks on behalf of the Company aggregating f lakhs 5,234.65 (31 March 2024: f 5,494.02 lakhs).
Note 18.2
Term loan from banks include f 3058.61 lakhs which has been classified as Non-Performing Asset during September 2014 as per Reserve Bank of India guidelines.
Note 18.3
Term loan from banks include f 626.68 lakhs which has been classified as Non-Performing Asset during the previous year as per Reserve Bank of India guidelines.
Note 18.4
Current Borrowings as at March 31, 2025 include balance amounting to f 28,188.73 Lakhs (Principal Amount), in respect of which confirmations/statements from the respective banks/lenders have not been received. Further, in respect of certain loans where principal balance has been confirmed from the confirmations issued by the banks/ lenders, the interest accrued amounting Rs. 5,25,938.04 Lakhs included in Other financial liabilities as on March 31, 2025 and Margin Money amounting to f 137.66 lakhs included in other non-current assets as on March 31, 2025 have not been confirmed by banks/lenders. In the absence of confirmations/statements from the banks/ lenders, the Company has provided for interest and other penal charges on these borrowings based on the latest
communication available from the respective lenders at the interest rate specified in the agreement. The Company's management believes that amount payable on settlement will not exceed the liability provided in books in respect of these borrowings. Accordingly, classification of these borrowings into current as at March 31, 2025 is based on the original maturity terms stated in the agreements with the lenders.
Note 18.5
In September 2014, the Joint Lenders Forum (JLF) lead by State Bank of India (SBI) had appraised a Corporate Loan to the Company out of which part amount was sanctioned and disbursed by SBI and the balance was to be tied up with other lenders under exclusive security. Pending tie up with the other lenders, the JLF decided to incorporate one-time restructuring under the JLF mode of the entire borrowings of the Company. During the quarter ended 31 March 2016, based on the direction of the Reserve Bank of India (RBI) during its Assets Quality Review, borrowings from SBI were classified as Non-Performing Assets (NPA). Consequent to the classification of borrowings as NPA by SBI, borrowings from other consortium lenders got classified as NPA during the year ended 31 March 2017, however, the lenders have not recalled or initiated recovery proceedings for the existing facilities, at present. Considering, the classification of borrowing as NPA, certain lenders are not accruing interest while providing account statements of the borrowings, whereas the Company, on prudence, has accrued interest expenses at rates specified in the agreement with the respective lenders/ latest available sanction letters received from such lenders. (Also, refer note 38).
Note 18.6
Contractual loan principal amounting to ^ 116,310 lakhs (31 March 2024: ^ 116,310 lakhs) and the interest amount of ^ 298,176.94 lakhs (31 March 2024: ^ 212,568.11 lakhs) respectively is due and outstanding to be paid as at 31 March 2025.
18.7 Terms of repayment and details of security (A) Interest rate and terms of repayment Restructured rupee term loans (RTL)
RTL carry an interest rate of SBI Base Rate 1% plus interest tax (11% as at 31 March 2024) to be reset after a moratorium period of 2 years. These loans are repayable in 32 structured quarterly instalments commencing 31 December 2016 and ending on 30 September 2024.
Working capital term loan (WCTL)
These loans carry an interest rate of SBI Base Rate 1% plus interest tax (11 % as at 31 March 2024) to be reset after a moratorium period of 2 years. These loans are repayable in 20 structured quarterly instalments commencing 31 December 2016 and ending on 30 September 2021.
Funded interest term loan (FITL-I), (FITL-II) and (FITL-III)
These loans carry an interest rate of SBI Base Rate 1% plus interest tax (10.30 % as at 31 March 2024) to be reset after a moratorium period of 2 years. These loans are repayable in 20 structured quarterly instalments commencing 31 December 2016 and ending on 30 September 2021.
(A) Security created in respect of RTL/WCTL/FITL
I Borrowings from ICICI Bank are secured by the following:
(i) Exclusive security interest in the form of:
- Pledge over 30% shares of Supreme Infrastructure BOT Private Limited (SIBOT) and Non Disposal Undertaking over 18.99% shares of SIBOT
- Subservient charge on current assets and movable fixed assets of the Company
- Residual charge on optionally convertible instruments and/or debt infused by the Company directly or indirectly into three projects, namely Patiala Malerkotla, Sangli-Shiroli and Ahmednagar- Tembhurni.
- Second charge on total saleable area admeasuring 284,421 Sq. ft. covering 8 floors of B Wing of Supreme Business Park, Powai, Mumbai
(ii) First charge on the cash flows of the borrower which shall be pari passu with the other lenders without any preference or priority to one over the other or others.
II Except as stated in Point (I) above, borrowings from other lenders, are secured by way of:
(i) first pari passu charge on the moveable fixed assets of the Company procured or obtained by utilizing the aforesaid facilities
(ii) first pari passu charge (except as stated in point (g) below, where charge is second) on the existing collateral and pledge of shares
a) Gala No. 3 to 8, admeasuring 3,000 sq. ft., in Bhawani Service Industrial Estate Limited, Mumbai bearing CTS No.76 of village Tirandaz, Powai, Mumbai
b) Chitrarath Studio, admeasuring 30,256.74 sq.ft, situated at Powai bearing Survey No.13 to 15 corresponding CTS bearing No.26 A of village Powai, Mumbai owned by a promoter director.
c) Extension of hypothecation charge on pari passu basis on the residual fixed assets of the borrower
d) Office No. from 901 to 905, having carpet area admeasuring 6,792 sq. ft., situated in Tower "B" on 9th floor in "Millennium Plaza' situated at Sector 27, Tehil, Gurgaon, Haryana owned by Company and its promoter directors.
e) Lien on term deposit face value of ^ 14 lakhs on pari passu basis to working capital lenders
f) Pledge of 2,173,000 equity shares ( As on 31.3.21 was 2173000 equity share of the company ) of the Company held by the promoter directors on pari passu basis to working capital lenders
g) Supreme House, Plot No. 94/C located at Powai, Mumbai (First charge with SREI Infrastructure Finance Limited against their term loan to SIBOT)
h) Pledge of investments as stated in Note 4.2.
(iii) first pari passu on the current assets of the Company
(iv) first pari passu charge on the cash flows of the Company
(v) pledge of 3,642,332 equity shares held by promoters (including 2,173,000 equity shares stated in II (f) above)
(vi) Pledge of Compulsory Convertible Debentures (CCD) of ^ 80,550 lakhs extended to Supreme Infrastructure BOT Private Limited. The Company's lenders may exercise the right of conversion of the CCDs into equity within 18 months from the date of implementation of the JLF Restructuring Package.
(vii) first charge on the immoveable property situated at (i) Village Talavali,Taluka-Bhiwandi, Thane; and (ii) Village Mouje-Dapode, Taluka-Sudhagad, Raigad.
(viii) second charge on the immoveable property situated at B Wing area admeasuring 45,208 Sq ft. and some additional area to be identified by the Company at Supreme Business Park bearing Survey No.l3/2 and l3/l (part) and CTS No. 27, Survey No. 14 and CTS No. 23- A and Survey No. 15 (part) and CTS No. 26- A situated at Supreme City, Hiranandani Complex, Powai, Mumbai (first charge being held by Syndicate Bank)
(ix) subservient charge on the immoveable property situated at B Wing total area admeasuring 284,421 Sq. ft. at Supreme Business Park bearing Survey No. l3/2 and l3/1(part) and CTS No. 27, Survey No. l4 and CTS No.23-A and Survey No. 15 (part) and CTS No 26- A situated at Supreme City, Hiranandani Complex, Powai, Mumbai (first charge being held by Syndicate Bank and second charge being held by ICICI Bank)
(x) first pari passu charge on certain plant and equipment as specified in Part B of Schedule IX to MJLF agreement and all equipment acquired by utilising the External Commercial Borrowing (ECB) loan from AXIS Bank.
(xi) a) subservient charge on certain immoveable properties:
- 13 flats with carpet area of 11,500 sq. ft. in Aishwarya Co.op. Housing Society bearing CTS No. 64/E/6 of village Tirandaz, Powai, Mumbai
- Agricultural land of 106,170 sq. mt. bearing survey no. 119/1, 129/6, 1304b, 130/5131, 132/2s, 131/1b and 123/2b situated at Talavali village, Thane, Maharastra.
- Flat No. 510 on 5th Floor of ABW Tower located at IIFCO Chowk, Sukhrauli village, Haryana
- Fixed deposit or unconditional bank guarantee of ^ 500.00 lakhs; b) subservient charge on following:
Irrevocable and unconditional personal guarantee of the Promoter(s);
Fixed deposit or unconditional bank guarantee of ^ 500.00 lakhs;
Corporate Guarantee of BHS Housing Private Limited and Supreme Housing & Hospitality Private
Limited
Demand Promissory Note
III The entire facilities shall be secured by way of:
(i) an irrevocable, unconditional, joint and several corporate guarantee from BHS Housing Private Limited and
Supreme Housing Hospitality Private Limited; and
(ii) an irrevocable, unconditional, joint and several personal guarantee from its promoter directors.
18.8 The MJLF Agreement provides a right to the Lenders to get a recompense of their waivers and sacrifices made as part of the loan restructuring arrangement. The recompense payable by the borrowers depends on various factors including improved performance of the borrowers and other conditions. The aggregate present value of the sacrifice made/ to be made by lenders as per the MJLF Agreement is ^ 16,842 lakhs (31 March 2024: ^ 16,842.00 lakhs) as at the year end. The same is subject to changes proposed in the resolution plan.(Refer note 38).
18.9 Other rupee term loans from banks:
Loans from other banks carry interest in the range of @ 10.35% to 12.75% per annum and are secured by hypothecation of the assets created out of these loan and personal guarantee of a director of the Company. These loans are repayable over the period of 5-41 years.
18.10 Term loans from others:
Loans from other carries interest @ base rate (18% as at 31 March 2024) minus 2.19 % per annum and are repayable in 35 monthly instalments over the tenure of the loans having various maturity dates. These loans are secured by first charge on the specific equipment financed out of the said loans, pledge of shares held by a promoter director and personal guarantee of the promoter directors.
18.11 Rights, preferences, restrictions and conversion terms attached to preference shares issued by the Company
The Company had, on 13 May 2011, allotted 2,500,000 non cumulative, non convertible, redeemable preference shares of ^ 10 each at a premium of ^ 90 per share to BHS Housing Private Limited. The Preference Shares shall be redeemable at any time after the expiry of two years but before the expiry of ten years from the date of allotment at a premium of ^ 90 per share.
These preference shares carry preferential right of dividend at the rate of 1%. The holders of Preference Shares have no rights to receive notices of, attend or vote at general meetings except in certain limited circumstances. On a distribution of assets of the Company, on a winding-up or other return of capital (subject to certain exceptions), the holders of Preference Shares have priority over the holders of equity shares to receive the capital paid up on those shares.
Note
27.1 The Company is not liable to incur any expenses on Corporate Social Responsibility as per section 135 of the Companies Act, 2013.
27.2 The Company has entered into cancellable operating lease for office premises, machinery and employee accommodation. Tenure of leases generally vary between one year to four years. Terms of the lease include operating terms for renewal, terms of cancellation etc. Lease payments in respect of the above leases are recognised in the statement of profit and loss under the head other expenses (Refer note 27).
(iv) Provident Fund:
Based on the judgement by the Honorable Supreme Court dated 28 February 2019, past provident fund liability, is not determinable at present, in view of uncertainty on the applicability of the judgement to the Company with respect to timing and the components of its compensation structure. In absence of further clarification, the Company has been legally advised to await further developments in this matter to reasonably assess the implications on its financial statements, if any.
It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. The Company does not expect any reimbursements in respect of the above contingent liabilities except in respect of matter stated in (iv) above. Future cash outflows in respect of the above are determinable only on receipt of judgments / decisions pending with various forums / authorities. The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.
Note 30.1 The Company's The contingent liability as on March 31, 2025 include corporate guarantees given by the Company to various lenders of its subsidiary/group companies amounting to ^ 1,53,315.69 lakhs (March 31, 2024: ^ 1,53,315.69) against their borrowings. Further, commercial operation date (COD) in respect of these subsidiaries / group companies has been delayed due to various reasons attributable to the clients primarily due to non-availability of right of way, environmental clearances etc. and in respect of few subsidiaries, the toll receipts is lower as compared to the projected receipts on account of delay in receiving compensation from government for exempted vehicles.
Further to enable the continuity of business and improve the operations of the Company wherein there are interconnected guarantees given to various lenders of its subsidiary/group companies (more than 95% of the said lenders being common that of the Company) and the Company also have pledged securities held in the said subsidiary/group companies to the lenders of the Company.
There have been delays in repayment of principal and interest in respect of the borrowings and the respective entity is in discussion with their lenders for the restructuring of the loans. Management is in discussion with the respective lenders, clients for the availability of right of way and other required clearances and is confident of resolving the matter without any loss to the respective SPVs. Management has assessed that there is no liability required to be recognized in respect of above as none of the lenders have invoked any of the above guarantees and they are also a part of Scheme of Arrangement as stated in note 3 above and stand still clause in relation to facilities granted is also one of the conditions of Inter Creditor Agreement (ICA).
Also the individual subsidiary / group companies have given plans to their respective project lenders basis their internal accruals from revenue, claims from government in terms of arbitration awards etc. and the same have been approved / under approval by the lenders at different stages. The Scheme filed U/s 230 of the Companies Act, 2013 currently under implementation, by the Company also envisages the release of these guarantees that would enable the subsidiary/group companies to enter into an independent bilateral arrangement with its financial creditors with minimal link to the Company.
B. Commitments
(i) The Company has entered into agreements with various government authorities and semi government corporations to develop roads on Build-Operate-Transfer (BOT) and Public Private Partnership (PPP) basis through certain subsidiary entities and jointly controlled entities. The Company has a commitment to fund the cost of developing the infrastructure through a mix of debt and equity as per the estimated project cost.
(ii) The Company along with its Jointly controlled entity, Supreme Infrastructure BOT Holdings Private Limited, has given an undertaking to the lenders of a Joint venture Company, not to dilute their shareholding below 51% during the tenure of the loan.
i) Classification of joint arrangements
The joint venture agreements in relation to the above mentioned joint ventures require unanimous consent from all the parties for all relevant activities. All co-venturers have direct rights to the assets of the joint venture and are also jointly and severally liable for the liabilities incurred by the joint venture. The Company recognises its direct right to the jointly held assets, liabilities, revenue and expenses. In respect of these contracts, the services rendered to the joint ventures are accounted as income on accrual basis.
Note 33 Financial instruments
The fair value of the financial assets are included at amounts at which the instruments could be exchanged in a
current transaction between willing parties other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair value:
(a) Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, approximate their carrying amounts largely due to the short-term maturities of these instruments
(b) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for the expected losses of these receivables.
Notes:
a) Mr. Bhawanishankar Harishchandra Sharma, Mr. Vikram Bhawanishankar Sharma have agreed for waiver of remuneration for the years ended 31 March 2025 and 31 March 2024 in view of the losses incurred by the Company.
b) Refer notes 4.2, 4.3,18.7 for personal gurantee provided by Directors, shares pledged and other security created in respect of borrowing by the Company or the related parties.
c) The Company along with its Jointly controlled entity, Supreme Infrastructure BOT Holdings Private Limited, has given an undertaking to the lenders of a Joint venture Company, not to dilute their shareholding below 51% during the tenure of the loan.
Note 35 Financial risk management objectives and policies
The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
i Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Major financial instruments affected by market risk includes loans 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's exposure to the risk of changes in market interest rates relates primarily to the Company's total debt obligations with floating interest rates.
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company's loss before tax is affected through the impact on floating rate borrowings, as follows:
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.
b Foreign currency risk
The Company does not have any significant outstanding balances in foreign currency and consequently the Company's exposure to foreign exchange risk is less. Although, the exchange rate between the rupee and foreign currencies has changed substantially in recent years, it has not affected the results of the Company. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies. Accordingly, the Company does not have any unhedged foreign currency exposures.
c Equity price risk
The Company's non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company manages the equity price risk through diversification and by placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Company's senior management on a regular basis. The Company's Board of Directors reviews and approves all equity investment decisions.
ii Credit risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure of the financial assets are contributed by trade receivables, unbilled work-in-progress, cash and cash equivalents and receivable from group companies.
a Credit risk on trade receivables and unbilled work is limited as the customers of the Company mainly consists of the government promoted entities having a strong credit worthiness. For other customers, the Company uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled work-in-progress. The provision matrix takes into account available external and internal credit risk factors such as credit ratings from credit rating agencies, financial condition, ageing of accounts receivable and the Company's historical experience for customers.
b Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and
financial institutions with high credit ratings.
iii Liquidity risk
Liquidity is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company's treasury department 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 net liquidity position through rolling forecasts on the basis of expected cash flows.
Note 36 Capital management
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The Company strives to safeguard its ability to continue as a going concern so that they can maximise returns for the shareholders and benefits for other stake holders. The aim to maintain an optimal capital structure and minimise cost of capital.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may return capital to shareholders, issue new shares or adjust the dividend payment to shareholders (if permitted). Consistent with others in the industry, the Company monitors its capital using the gearing ratio which is total debt divided by total capital plus total debts (including interest accrued).
Note 38: The Company has incurred a net loss of ^ 1,42,625.83 lakhs during the year ended March 31, 2025 and, as of that date the Company's accumulated losses amounted to ^ 6,79,064.12 lakhs which have resulted in a full erosion of net worth of the Company. Also current liabilities exceeded its current assets by ^ 7,87,539.06 lakhs.The Company had propounded a Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013 before the Company Court i.e. National Company Law Tribunal, Mumbai Bench ("Company Court"). Hon'ble company court has vide its order dated March 28, 2025 has approved the scheme of compromise and arrangement propounded by the Company and voted favourably by more than 92% lenders. The Scheme on approval is now binding on both the lenders and Company which has a timeline of 90 days for implementation from the date of filling of certified copy on the Company Court Order with the Registrar of Companies i.e. April 22, 2025. The Scheme is under implementation, further the Company has also pursuant to the approval of the shareholders in the meeting held on October 21, 2024 has initiated the process of raising equity from the promoters and non promoters on preferential basis.The Management envisages exit of all lenders of the Company in line with the Scheme. Pending implementation of this scheme within given timelines and due to losses indicate existence of material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. However, on expectation of execution and implementation of the aforesaid scheme post approval by NCLT, further fund infusion by the promoters and investors and future business growth prospects, Management has prepared the financial results on a "Going Concern” basis.
Note 39: The Company is principally engaged in a single business segment viz. "Engineering and Construction". Also, refer note 35 for information on revenue from major customers.
Note 40: Disclosures with regard to the new amendments under "Division II of Schedule III” under "Part I - Balance Sheet - General Instructions for preparation of Balance Sheet” in relation to the following clauses JA, L (i),(ii),(iii), (iv),(v), (vi),(vii),(viii), (ix),(x), (xi),(xii), (xiii),(xv) and (xvi) are as under:
- The Company doesn't have any fresh borrowings during the year, existing borrowings has been utilised for the purpose for which it has been borrowed
- The company does not have immovable property whose title deeds are not held in the name of the company.
- The company does not have investment property in terms IND AS 40.
- The company has not revalued any of its Property, Plant and Equipment (including Rightof-Use Assets) during the
year.
- The company does not have Intangible assets.
- The company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013
- The Company does not have any capital work in progress.
- The company does not have any Intangible asset under development
- There are no proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and the rules made thereunder
The company has borrowed money from banks and financial institutions on the basis of security of current assets. The company has defaulted in repayment of borrowings because of which all its Borrowings were declared as NPA as per the RBI Norms (Refer Note 15.1). Because of which the company is not filing any quarterly return or statements of current assets with the bank or financial institution.
The Company has not been declared a Wilful Defaulter by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
The company has not entered into any transaction with companies struck off under section 248 of the Companies Act 2013.
The Company does not have any charges or satisfaction yet to be registered with ROC beyond the statutory period.
The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
'Hon'ble National Company Tribunal, Mumbai Bench ("NCLT”) had vide its order dated June 16, 2022 ("Order”) approved the Scheme Of Compromise And Settlement With its Operational Creditors under the Provisions of Section 230 to 232 of The Companies Act, 2013 ("Scheme”) filed by the Company. In compliance of the said scheme, this order has been registered with Regional Director, Ministry of Corporate Affairs (Maharashtra) on 23 August 2022. In the Extra-Ordinary General Meeting held by the Company on January 23, 2023, the members have approved issuance of Non-Convertible Non-Cumulative Redeemable Preference Shares ("NCNCRPS”) to the operational creditors. After expiry of timelines as per approved scheme order for collection of the NCNCRPS certificates by creditors, the court appointed trustee has closed the NCNCRPS register on 14th March 2024. Accordingly, the NCNCRPS which were issued but have not been collected by the operational creditors have been considered as cancelled and in terms of the said Order, and the Company is absolved from liability of all the creditors as on Cut Off date i.e. November 30, 2019 those who have not acted in furtherance to Scheme as the said Scheme was binding on all concerned creditors in terms of the provisions of the Companies Act, 2013. Accordingly, the liability for creditors who have not collected NCNCRPS, have been reduced by Rs Nil (as at 31 March 2024 Rs. 7,195.68 Lakhs) and the necessary adjustment of the same is made to the Capital Reserve.
(A) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other source or kind of funds) to any other person(s) or entity(ies), including foreign entities ('Intermediaries') with the understanding (whether recorded in writing or otherwise) that the Intermediary shall: (i) 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 (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(B) The Company has not received any funds from any person(s) or entity(ies), including foreign entities ('Funding Parties'),with the understanding, whether recorded in writing or otherwise, that the Company shall: (i) 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 (ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
Note 41: Disclosure with regard to the new amendments under "Division II of Schedule III” under "Part II - Statement of Profit and Loss - General Instructions for preparation of Statement of Profit and Loss” in relation to the following clauses I,M, N are as under:
- The Company does not have transactions which are not recorded in the books of accounts that has been surrendered or disclosed as income during financial year in the tax assessments under the Income Tax Act, 1961.
- Since the Company has incurred losses, there is no requirement to comply with clause of CSR
- The Company has not traded or invested in Crypto currency or Virtual Currency during any financial year .
This is a Summary of significant accounting policies and other explanatoy information referred to in our report of given date.
For Borkar & Muzumdar For and on behalf of the Board of Directors
Chartered Accountants Firm Registration No: 101569W
Devang Vaghani Mr. Bhawanishankar Vikram Sharma Sidharth
Harishchandra Sharma Jain
Partner Chairman Managing Director CFO
M. No.109386 DIN No : 01249834 DIN No :01249904
Place : Mumbai Place : Mumbai
Date: July 9,2025 Date: July 9,2025
|