| Textual Information(1) |
Notes: n n1.tThe above Consolidated Financial Results for the quarter and year ended 31st March,2025 as reviewed by the Audit Committee, were approved, and taken on record by the Board of Directors in their meeting held on 30th May,2025. The Statutory Auditors of the Company have carried out the audit of the Consolidated Financial Results for the quarter and year ended March 31,2025 and have issued their modified report thereon. n n2.tThe above financial results are prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 and are in compliance with the presentation and disclosure requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). n n3.tThe figures for the quarter ended March 2025 and March 2024 are derived from the audited figures of the twelve months period ended March 31, 2025 and March 31, 2024 and the year to date figures up-to December 31, 2024 and December 31, 2023 which were subjected to limited review by the statutory auditors. n n4.tDuring the previous periods, in respect of 2 (two) of its subsidiary companies, Corporate Insolvency Resolution Proceedings (CIRP) were initiated by financial creditors of the respective subsidiaries by filing a petition before the Hon’ble National Company Law Tribunal (NCLT). The NCLT admitted the petition and accordingly, the Boards of the respective subsidiaries were superseded, and Interim Resolution Professional / Resolution Professional (RP) were appointed. Accordingly, the Company namely, AJR Infra and Tolling Limited lost control over these 2 subsidiaries. The subsidiaries are. n na.tPatna Highway Projects Limited (PHPL): One of the Lender i.e., Corporation Bank (merged with Union Bank of India w.e.f. 1st April 2020) had filed an application under the provisions of Insolvency and Bankruptcy Code, 2016 (IBC) with NCLT which had been admitted and an Interim Resolution Professional (IRP) had been appointed on 7th January 2020. n nResolution Plan submitted by Silver Point had been accepted by the COC/ Resolution Professional (RP) and application was filed by RP before NCLT for approval of Resolution plan of Silver Point. The Company had also filed an application for approval of Company’s Resolution Plan before NCLT. The NCLT vide order dated May 10, 2022, has approved the resolution plan of Silver Point and rejected the application for approval of Resolution Plan submitted by the Company. The Company had filed two appeals on 13th July 2022 against the impugned order in NCLAT. Appeal/920/2022 was filed against approval of Resolution Plan of Silver Point and Appeal/922/2022 was filed against rejection of Company’s Resolution plan. The matters were taken up on 10.05.2023, wherein Appeal/920/2022 was reserved for order and finally the captioned appeal was dismissed by Hon’ble NCLAT vide order dated 25th May, 2023. n nThe Company has filed Civil Appeal in the Supreme Court against the impugned Order on 3rd July,2023. The, Appeal/922/2022 which was filed against rejection of Company’s Resolution plan was also thereafter dismissed and the Company has filed the Civil appeal before Supreme Court against the impugned order dated 20.10.2023. Both Civil appeals were clubbed and next hearing is scheduled for the week of 28th July,2025. n nThe Company has also filed IA (I.B.C)-5000/2023 on September 6, 2023, in NCLT New Delhi under Section 65 of the Insolvency and Bankruptcy Code against RP and others for Fraudulent and Malicious Initiation of the Corporate Insolvency Resolution Process by the RP in active connivance of the Banks, ARC, SRA. The matter is presently before the Hon’ble Supreme court and NCLT Delhi. Next hearing in the matter is scheduled for 2nd July,2025 before the Hon’ble Supreme court. n nVide letter dated 7th November,2023, the Corporate Guarantee provided by the Company amounting to Rs. 1,19,024.39 Lacs has been invoked by Phoenix ARC Private Limited in favour of whom the lender’s of PHPL had earlier assigned their respective debts. The Company has not accounted the invocation of the Corporate Guarantee as the Company has litigated the same before the NCLT Mumbai where the matter was heard and dissenting order dated 17.12.2024 was passed by the members. The matter was placed before the Hon’ble President under Section 419(5) of the Companies Act, 2013, for constitution of a Third Member Bench. After being heard on a couple of dates, the matter is now reserved for order. n nThe Net exposure of the Company is Rs 21,294.65 lacs (funded) which is fully provided for accounting purposes while retaining its right to litigate and Rs 1,19,024.39 lacs (Non Funded) representing the corporate guarantee. n nb.tRajahmundry Godavari Bridge Limited (RGBL): Pursuant to the IBC Proceedings, the Company lost control over RGBL. The entire exposure is written off. n nThe balance non funded exposure in SPV is Rs 9,811.02 lacs as at March 31, 2025 apart from the invocation amount accounted in the books amounting to Rs.78,052.00 lacs and disclosed as current financial liabilities. n nAn application was filed by Canara Bank, Bank of Baroda and United Bank of India in Hon’ble DRT against the Company who is the Corporate Guarantor for the erstwhile SPV. It came to the knowledge of the Company that an Ex-Parte Order dated 31.07.2023 was passed against the Company by Hon’ble DRT and the Recovery Certificate has also been issued. The Company has filed an application for setting aside the order and also for bringing additional facts on record and restraining the operation of recovery certificate. The company has also filed a Miscellaneous application in the captioned matter and next hearing of the captioned matter is scheduled on 11th June,2025. Further, the Company’s request for urgent hearing and mentioning of RC/214/2023 was accepted and same was listed on 17th January,2025 before Ld Recovery officer, wherein our counsel apprised the Ld. Recovery Officer about the pendency of MAs listing for hearing before the Hon'ble Presiding Officer on 12th February,2025. On hearing both the parties, the Ld. Recovery officer recorded with consent of parties that the demand notice is deferred. The matter now stands adjourned to 10th July ,2025. n n n n n n n n n n5.tProject related notes: In respect of the following projects / Special Purpose Vehicles (SPVs) of the Group there are legal issues, arbitration proceedings or negotiations with the Concession Grantor for which the Management is taking necessary steps to resolve the matters: n na.tIndira Container Terminal at Mumbai: During the year, the Company has transferred control to the new management pursuant to one time settlement with the lenders and has transferred its entire shareholding in the Company retaining only beneficial interest in equity instrument in respect of 16.29%. The Company has accounted the beneficial interest as non-current investment classified as investment at fair value through profit and loss. n nAll Pending litigations will now be taken up by the new management. However, the Bank Guarantee of Rs. 3500 lacs continues to be given in the favour of lenders even after the OTS has been achieved. The Company is taking steps to release the Bank Guarantee by replacing the bank guarantee from the new investors. n nThe net exposure of the Company in ICTPL including investments and loans is Rs.8,130.13 lacs (funded) and Rs 3,500 lacs (non- funded bank guarantee). n nb.tPravara Renewable Energy Limited - Pravara has entered into a Project Development Agreement (PDA) with Karkhana (Padmashri Dr. Vithalrao Vikhe Patil Sahakari Sakhar Karkhana Limited) for the development of a 30 MW Cogeneration Project on Build-Own-Operate-Transfer (BOOT) basis. The Concession period is 25 years from Commercial Operation Date (COD). n nKarkhana has taken illegal / unauthorized possession of the Plant and has been running the plant without authorization / consent of the Company. No information is forthcoming regarding purchase/sales from the project although the same are carried out in the name of the SPV. The receiver appointed by the DRT does not report the transaction to the SPV and operates the unit without recourse to the management of the SPV. There are multiple legal challenges existing before various fora which are not concluding. The SPV is marked as a NPA by the lenders. In view of the multiple legal issues going on at various fora and the SPV still being not in possession of the Plant , the entire funded exposure of the Group in the SPV had already been provided in the books on a prudent basis. The non funded exposure of the Group is Rs 19,167 lacs. n nIn view of the above-mentioned facts the management of the SPV contends that n1.tThe litigation is outstanding since more than 2 years and there is no progress in the matter before the courts. n2.tThe receiver appointed by the DRT does not report the transactions to the Company and takes decisions of the Company Management. n3.tSince there is no progress in the matter in accordance with IND AS 110 para 7 the Company has effectively lost control over the operations and is unable to direct the variable rights from its exposure in its favour. n4.tIt has no record of transaction entered into on its accounts nor it has access to its cash flows. n nTherefore, pending the settlement of the litigation, the Company contends it has no control and does not satisfy para 7 of INDAS 110. n nThe Statutory Auditors of the SPV on account of non-inclusion of aforesaid transactions conducted by the receiver has given a disclaimer of opinion as at March 31, 2024. The Financial Statements for the year ended March 31, 2025 are not available. n nc.tSidhi Singrauli Road Project Limited (SPV of the company) had signed a Concession Agreement (CA) for 30 years for upgradation of the existing highway from two-lane to four-lane with Madhya Pradesh Road Development Corporation Limited (MPRDC) ON BOT basis. n nIn respect of the aforesaid Concession, the said Madhya Pradesh Road Development Corporation had terminated the contract against which the SPV had filed claims for wrongful termination and initiated dispute resolution. The Ministry of Road Transport and Highways (MORTH) was also roped into the litigation. The SPV applied for amicable resolution with MPRDC and MORTH and pursuant to the acceptance, the Conciliation committee was formed. After several rounds of conciliation proceedings, the conciliation committee finally decided on the amount of claim. Pursuant to the acceptance of the conciliation committee decision by all parties, the SPV, MPRDC and MORTH entered into a Settlement agreement dated 25th March 2025. n nThe SPV has also been simultaneously discussing with the bankers for an one-time settlement (OTS) for settling its dues of a staggering Rs 1,10,462.42 lacs which includes principal and unpaid interest. The terms of the OTS was agreed by way of an in principle sanction dated January 16, 2025. The Company, SPV and all the lenders entered into a One Time Settlement Agreement dated March 18, 2025, pursuant to the MPRDC and MORTH agreeing to pay a sum of Rs. 27,500 lacs directly to the lenders in full and final settlement of their dues. n nThe Salient features of the settlement agreement with MORTH and MPRDC was the following n1.tPayment of a Sum of Rs. 27,500 lacs directly to the lenders against their OTS sanction n2.tPayment of a sum of Rs. 31,064 lacs directly to the sub-contractor who has been working on the project and whose claims have directly been lodged to MPRDC. n nAs on March 31, 2025, the OTS was not completed as payments have not been made by MORTH/MPRDC in terms of the settlement agreement. The conditions precedent to the One-time settlement agreement were also not concluded as at March 31, 2025 as the same were subject to receipt of the amount of Rs. 27,500 lacs from the Ministry to the lenders’ escrow account. The full details of the transaction in terms of payment intimation from the MORTH/MPRDC and the no dues certificate from the lenders have not been received till the balance sheet date. However, there are indicators of payment as the lenders have moved a petition to withdraw their appeal before the Debt Recovery tribunal. One of the terms of the One-time settlement agreement with the lenders was the return of the Corporate Guarantee Document and discharge to the Company. Pending conclusion of the same as at the year end, the Company and the SPV has not given effect to the settlement in the current year and the effects will be given after receipt of all necessary documents including and not limited to the no dues certificate, details of payments made by MORTH and discharge of the corporate guarantee by the lenders and satisfaction of the others terms of the agreement with the lenders and MORTH/MPRDC. n nThe entire exposure of the Company towards the project has been provided. The Auditors of the SPV have highlighted material uncertainty regarding going concern issue in their review report as at March 31, 2025. n n nd.tHydro power project at Himachal Pradesh - the Project was stalled due to local agitation relating to environment issues. The SPV has received letter from the Government of Himachal Pradesh (GoHP), to discuss the matter mutually towards amicable resolution. Pursuant to arbitration the Company received an award which was challenged by the Government. However , during the quarter ended September 30, 2024, the entire shareholding was invoked by the lenders and consequently the Company lost control and deconsolidated the SPV. n nThe Company also has some amounts due from the said SPV as Convertible debentures but considering that the Company has no control over the said SPV, the entire amount is provided for as impairment in value. n ne.tThe Company has incorporated a SPV for developing Rangit-II Hydroelectric Power Project in Sikkim on Build, Own, Operate and Transfer (BOOT) basis. The Project involves the development of a 66 MW run-of-the-river Hydroelectric Power Project on Rimbi river, a tributary of river (COD). The Project is presently in a state of limbo pending the signing of PPA and achieving financial closure. n nThe Company had received an advance for acquisition of the SPV along with the project, SPA for which is still under negotiation. As per the MOU signed with the Prospective Buyer, the Purchase consideration of Rs 2,000 lacs was received upfront but it was subject to the due diligence to be conducted and SPA being signed within 31st March,2025. Till then, the captioned amount of Rs 2,000 lacs was supposed to be treated as a refundable advance. The buyer has conducted the necessary due diligence however there are pending approvals from authorities, due to which the SPA is yet to be signed. n nThe efforts from the Company’s end are still on to get the necessary approvals on priority and simultaneously, negotiations are on with the prospective buyer to extend the signing date of SPA from 31st March,2025 to 30th June,2025 by which time the company will try to get the GOS approval as well. n nTill the signing of SPA with the Prospective buyer , the amount of Rs 2,000 lacs so received has been treated as Refundable deposit in the books of Accounts. The entire exposure of the Company stands provided for and no effects in the books of accounts are taken pending the finalization and execution of the SPA. n n6.tDuring the year, in view of the default of the company to repay the term loan as per the loan/pledge agreement, the secured lender of the Company has invoked pledge of shares given as security towards the said term loan. With the above invocation, the aforementioned shares of 2 of the companies SPV , namely Youngthang Power Venture Limited (YPVL) (1,44,49,994 equity shares equivalent to 100% shares of the SPV) and Indira Container Terminal Private Limited (ICTPL) (3,22,11,365 equity shares equivalent to 31.71% shares of the SPV) had been transferred to the DP account of the Lender. n nFurther during the quarter ended September 30, 2024, the Lender had intimated the Company about assignment of all rights , interest , Privileges , Security interest under Loan / Pledge agreement in favour of the third Party who in turn has intimated appropriation of amounts towards outstanding loans through sale of underlying pledged shares. In view of the above, the Company has given effects in the books of accounts and the outstanding loan amount including interest thereon has been adjusted against the investment made by the Company in the Captioned shares. Consequently, ICTPL and YPVL cease to be the subsidiaries of the Company and the deconsolidation impact has been taken in the books of accounts as detailed in the aforesaid note 5(a) and 5(d). Consequently, there is gain on deconsolidation which is reflected in exceptional item which is detailed below. n nAlso, during the current financial year, Gammon Project Developers Limited (GPDL) , a wholly owned subsidiary of the company has executed a Share purchase agreement for sale of Ras Cities and Township Private Limited (RCTPL) which includes Sony Mony Developers Private Limited (SMDPL) being the step down subsidiary of RCTPL. Consequently, RCTPL and SMDPL both ceases to be a subsidiaries of the Company and the effects of Deconsolidation had been taken in the Consolidated Financial Statements. n n7.tAssignment of Claims n During the year, the Company has entered into an agreement for assignment dated 20th March,2025 of its awards from its pending litigations relating to its earlier road projects namely Gorakhpur Infrastructure Company Private Limited and Igatpuri Highways Private Limited for an aggregate sum of Rs. 675 lacs. All litigation expenses will be borne by the assignee. The Company has received advance of Rs. 325 lacs against the same and the revenue will be accrued when the full consideration will be received. n n n8.tMaterial Uncertainty related to Going Concern nThere is a continuing mismatch of cash flows including the dues to the subsidiary which are due for repayment pursuant to negotiation. The current liabilities are in excess of current assets by nRs. 2,08,558.97 lacs as at March 31, 2025. The liquidity crunch is affecting the Company’s operation with increasing severity. Further, various projects of the Company as stated in detail in Note 4 & 5 above are under stress and the outcome of the continuance of these projects would be dependent upon favorable decision being received by the Management on the outstanding litigations. The resolutions planned by the Management are pending since a long time and are not concluding in favor of the Company. The Management, however, is confident that the going concern assumption and the carrying values of the assets and liabilities in these Consolidated Financial Results are appropriate. Accordingly, the Financial Statements do not include any adjustments that may result from these uncertainties. n n n n9.tThe Financial Results of the Company for the quarter and year ended March 31,2025 include share of profit from Vizag Seaport Private Limited a material Associate Company based on un-audited / unreviewed management prepared Financial results and have been accounted as such. Further, the audited financial statements of deconsolidated subsidiary ICTPL are not available and therefore the effect of deconsolidation is based on Limited Reviewed financial results for the half year ended September 30, 2024. Considering this the compliance to Regulation 33(8) of LODR are not complied with. n n n10.tExceptional items Expenses/(income) tt n(Rs in Lacs) nParticularstQuarter endedtYear Ended ntMarch 31, 2025tDecember 31,2024tMarch 31, 2024tMarch 31, 2025tMarch 31, 2024 nProvision for impairment of investment n(Including Quasi Equity / ICD )t-t-t21,848.12t5,675.00t21,848.12 nGain on Reduction in Stake of Associatet-t-t(1,417.36)t-t(1,417.36) nGain on Deconsolidation of Subsidiary t-t(2.40)t(26,366.62)t(85,809.51)t(26,366.62) nTotalt-t(2.40)t(5,935.85)t(80,134.51)t(5,935.85) nt nNotes related to Exceptional Items: n nFor the Year ended March 31, 2025 n ni)tRs. 5,675.00 Lacs relating to Impairment of Compulsory Convertible Debentures towards the nProject YPVL. n nii)tThe gain on deconsolidation as aforesaid represents the accumulated losses recognized by the Company over the years as a holding company in the consolidated financial statements, which now have been deconsolidated and hence results in the gain on deconsolidation. The six subsidiaries deconsolidated include Indira Container Terminal Private Limited, Youngthang Power Ventures Private Limited, Ras cities and township private limited ,Sony Mony Developers private Limited, Marine Project Services Limited and Haryana Biomass Private Limited. n n nFor the Year ended March 31, 2024 ni)tRs. 21,848.12 Lacs relating to impairment of investments & Quasi Equity made towards the project PHPL. nii)tGain on Deconsolidation represents deconsolidation of Pravara Renewable Energy Limited due to reasons as stated under note 5(b) above. niii)tGain on reduction in stake of associate represents gain on reduction in stake of Deepmala Infrastructure Private Limited (Through SMDPL). n n11.tOther Income and other expenses for the quarter ended December 31 ,2024 are negative on account of crystallization of impairment loss of Rs.1,140.72 lacs into actual loss on sale which is netted off against realized gain of Rs.872.20 lacs resulting in reversal of Rs. 872.20 lacs from other income & other expense respectively. The net loss of Rs.2,68.52 lacs is shown in other expenses. n n n12.tThe Group is engaged in one segment i.e., “Construction and Engineering” as at March 31, 2025. nThe Real Estate Segment was deconsolidated during the quarter ended September 30, 2024 and hence no reporting for segment is given. n n13.tFigures for the previous period have been regrouped / reclassified wherever necessary to conform to the current period’s presentation. n nFor AJR Infra and Tolling Limited n n n n nSubhrarabinda Birabar nDirector nDIN: 003249632 nPlace: Mumbai nDate: May 30, 2025 n n |