c. Terms / rights attached to equity shares
The Company has only one class of equity shares having par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share.
The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend, if any.
During the year ended March 31, 2017, the amount of per share dividend recognized as distributions to equity shareholders was Rs.2.00 (March 31, 2016: Rs.6.00).
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.
a) Securities Premium: Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to "Securities Premium".
b) General Reserve: The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.
c) Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
a) Rate of interest and security
i) Indian rupee term loan from banks:
- Indian rupee term loan from banks of Rs.16,385.26 millions, carries interest rates which varies from 9.40% p.a. to 11.10% p.a. and are secured by pledge of shares of its subsidiaries and subservient charge on the current assets of the Company to the extent of 125% of the outstanding loan.
ii) Indian rupee term loan from financial institutions
- Indian rupee term loan from financial institution of Rs.5,557.45 millions carries interest rates which varies from 11.10% p.a. to @ 12.05% p.a. and are secured by pledge of shares of its subsidiaries and charge on escrow account opened with the banks.
b) Repayment schedule
i) Indian rupee term loan from banks:
- Loan amounting to Rs.285.26 millions is repayable in 48 structured monthly installments commencing from April 30, 2017.
- Loan amounting to Rs.10,900.00 millions is repayable in 27 structured monthly installments commencing from April 30, 2017.
- Loan amounting to Rs.2,000.00 millions is repayable in 5 structured monthly installments commencing from August 31, 2017.
- Loan amounting to Rs.3,000.00 millions is repayable in 6 structured monthly installments commencing from October 30, 2019.
- Loan amounting to Rs.200.00 millions is bullet payment on June 28, 2017.
- Loan amounting to Rs.11,192.85 millions has been repaid during the current reporting year.
ii) Indian rupee term loan from financial institutions
- Loan amounting to Rs.5,000.00 millions is repayable in 30 structured monthly installments commencing from April 30, 2018.
- Loan amounting to Rs.557.45 millions is repayable in 48 structured monthly installments commencing from April 30, 2017.
- Loan amounting to Rs.139.37 millions has been repaid during the current reporting year.
Terms and conditions of the above financial liabilities:
Trade payables are non-interest bearing and are normally settled on 90 day terms.
For terms and conditions with related parties, refer Note 37.
For explanations on the Company''''s credit risk management processes, refer Note 34.
Note 1 : Gratuity and other post-employment benefit plans
(a) Defined contribution plan
The following amount recognized as an expense in Statement of profit and loss on account of provident fund and other funds. There are no other obligations other than the contribution payable to the respective authorities.
(b) Defined benefit plan
The Company has an unfunded defined benefit gratuity plan. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member''''s length of service and salary at retirement age. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service as per the provision of the Payment of Gratuity Act, 1972.
The following tables summaries the components of net benefit expense recognized in the Statement of profit and loss and the funded status and amounts recognized in the balance sheet for the gratuity plan:
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
The gratuity liabilities of the Company unfunded and hence there are no assets held to meet the liabilities.
The following payments are expected contributions to the defined benefit plant in future years:
Note 2 : Commitments
The Company has commitments related to further investment as sponsor''''s contribution (share capital and subordinated debt) to the projects in the following subsidiaries:
The Company does not expect any outflow of economic resources in respect of the above and therefore no provision is made in respect thereof.
The Company''''s pending litigations comprise of claims against the Company primarily by the commuters and proceedings pending with tax authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed contingent liabilities where applicable, in its financial statements. The Company has not provided for or disclosed contingent liabilities for matters considered as remote for pending litigations/public litigations(PIL)/claims the commuters wherein the management is confident, based on the internal legal assessment and advice of its lawyers that these litigations would not result into any liabilities. The Company does not expect the outcome of these proceedings to have a material adverse effect on the financial statements.
Note 3 : Details of dues to micro and small enterprises as per MSMED Act, 2006
There are no Micro and Small Enterprises as defined in the Micro and Small Enterprises Development Act, 2006 to whom the company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made. The above information regarding Micro and Small Enterprises has been determined to the extent such parties has been identified on the basis of information available with the Company.
Note 4: Fair values
The carrying values of financials instruments of the Company are reasonable and approximations of fair values.
The management assessed that cash and cash equivalents, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The discount for lack of marketability represents the amounts that the Company has determined that market participants would take into account when pricing the investments.
Note 5 : Fair value hierarchy
All financial instruments for which fair value is recognized or disclosed are categorized within the fair value hierarchy described as follows, based on the lowest level input that is significant to the fair value measurement as a whole.
Level 1: Quoted price in active markets
Level 2: Significant observable inputs
Level 3: Significant unobservable inputs
Note 6 : Financial risk management objectives and policies
The Company''''s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''''s activities.
The Board of Directors has overall responsibility for the establishment and oversight of the Company''''s risk management framework. In performing its operating, investing and financing activities, the Company is exposed to the Credit risk, Liquidity risk and 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 and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits and FVTOCI investments. Credit risk on financial assets
Credit risk is the risk that counterparty will 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) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. Financial instruments and cash deposits Credit risk from balances with banks and financial institutions is managed by the Company''''s top management in accordance with the Company''''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the top management on an annual basis, and may be updated throughout the year subject to approval of the Company''''s board of directors. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''''s potential failure to make payments.
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 long-term debt obligations with floating interest rates.
The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
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, after excluding the credit exposure for which interest rate swap has been taken and hence the interest rate is fixed. With all other variables held constant, the Company''''s profit before tax is affected through the impact on floating rate borrowings, as follows:
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''''s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including debt and overdraft from banks at an optimized cost (refer notes 15, 16 & 19) . The Company''''s maximum exposure to credit risk for the components of the balance sheet at March 31, 2017, March 31, 2016 and April 01, 2015 is the carrying amounts as illustrated in notes 15, 16 & 19. The Company''''s maximum exposure relating to financial guarantees and financial instruments is noted in note 32 and the liquidity table below:
At present, the Company does expects to repay all liabilities at their contractual maturity. In order to meet such cash commitments, the operating activity is expected to generate sufficient cash inflows.
Commodity Price Risk
The Company requires materials for implementation (construction) of the projects, such as cement, bitumen, steel and other related construction materials. However, the Company has entered into fixed price contract with the EPC contractor so as to manage our exposure to price increases in raw materials. Hence, the sensitivity analysis is not required.
Note 7 : Capital management
For the purpose of the Company''''s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''''s capital management is to maximize the shareholder value.
The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimize returns to shareholders. The capital structure of the Company is based on management''''s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.
The Company monitors capital using a gearing ratio, which is net debt divided by total Capital plus Net debt is calculated as borrowing less cash and cash equivalent and other bank balances and mutual funds investments.
In order to achieve this overall objective, the Company''''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current year.
No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2017, year ended March 31, 2016 and April 01, 2015.
(i) Loan covenants:
Under the terms of the major borrowing facilities, the Company is required to comply with the following financials covenants:
- Subservient charge on the current assets of the Company to the extent of 125% of the outstanding loan.
Note 8 : First-time adoption of lnd AS
As stated in Note 2, the financial statements for the year ended March 31, 2017 would be the first annual financial statements prepared in accordance with Ind AS. These financial statements for the year ended March 31, 2017 are prepared in compliance with lnd AS. The adoption was carried out in accordance with Ind AS 101 using Balance Sheet as at April 1, 2015 as the transition date. The transition was carried out from Indian GAAP, which was considered as the previous GAAP. All applicable Ind AS have been applied consistently and retrospectively, wherever required.
Accordingly, the Company has prepared financial statements which comply with lnd AS applicable for periods ending on March 31, 2017, together with the comparative period data as at and for the year ended March 31, 2016, as described in the summary of significant accounting policies.
In preparing these financial statements, the Company has availed itself of certain exemptions and exceptions in accordance with Ind AS 101. This note explains the principal adjustments made by the Company in restating its Indian GAAP financials statements, including the opening Balance Sheet as at April 01, 2015, the financial statements for the year ended March 31, 2016 and year ended March 31, 2017.
The Company has opted for exemption under Ind AS 101 for existing long term foreign currency non-monetary items where the Company can continue the policy adopted for treatment of exchange differences arising on long-term foreign currency monetary items pertaining to the acquisition of a depreciable asset for items recognized on or before April 01, 2015.
The estimates at March 31, 2016 and at April 01, 2015 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies).
Statement of cash flows
The transition from Previous GAAP to Ind AS has not had a material impact on the Statement of Cash Flows.
1. Fair value of mutual fund investments
Under previous GAAP, Mutual fund investments were valued at cost or market value whichever is lower. As per Ind AS 109, mutual fund investments needs to be stated at fair value. The difference between fair value and book value as on April 01, 2015 has been recognized through retained earnings.
2. Discounting of long term loans given/taken and retention money
Under previous GAAP, long term interest free unsecured loans (tenure ranging from 5 to 7 years) given/taken and Retention money were stated at historical cost. As per Ind AS 109 Financial instruments need to be recognized initially at fair value. As per Ind AS 113, level III hierarchy has been used to fair value these loans and retention money as neither the quoted prices for loans and retention money are available (Level I) nor significant observable comparative inputs are available. Under Level III income approach - Discounting cash flow method has been used to fair value these loans and retention money retrospectively. The difference between the caring amount and the loan and the present value of the loan as on April 01, 2015 has been recognized through retained earnings.
3. Remeasurement gain/losses on defined benefit obligation
Under previous GAAP, the entire cost, including actuarial gains and losses, are charged to statement of Profit and loss. Under Ind AS, remeasurements (comprising of actuarial gains and losses) are recognized immediately in the Balance Sheet with a corresponding debit or credit to retained earnings through Other Comprehensive Income (OCI).
4. Proposed dividend
In previous GAAP, dividend payable is recorded as a liability in the period to which it relates. Under Ind AS, dividend to holders of equity instruments is recognized as a liability in the period in which the obligation to pay is established. Accordingly, proposed dividends and the related tax have increased the retained earnings by Rs.702.90 millions, at the transition date and as on March 31, 2016.
5. To comply with the Companies (Accounting Standard) Rules, 2006, certain account balances have been regrouped as per the format prescribed under Division II of Schedule III to the Companies Act, 2013.
Terms and conditions of transactions with related parties
1. Transactions pertaining to contract revenue and contract expenses with related parties are made on terms equivalent to those that prevail in arm''''s length transactions. Outstanding balances at the year-end are unsecured and interest free (except 4). There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
2. Contract revenue includes consideration with respect to construction and other ancilliary services as per the EPC agreement.
Note 9 : Significant accounting judgement, estimates and assumptions
The preparation of the Company''''s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future years.
Estimates and assumptions
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and future periods are affected.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. See Note 32 and 33 for further disclosures.
There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. Where the final tax outcome of these matters is different from the amounts initially recorded, such differences will impact the current and deferred tax provisions in the period in which the tax determination is made. The assessment of probability involves estimation of a number of factors including future taxable income.
Defined benefit plans (gratuity benefits)
A liability in respect of defined benefit plans is recognized in the balance sheet, and is measured as the present value of the defined benefit obligation at the reporting date. The present value of the defined benefit obligation is based on expected future payments at the reporting date, calculated annually by independent actuaries. Consideration is given to expected future salary levels, experience of employee departures and periods of service. Refer note 27 for details of the key assumptions used in determining the accounting for these plans.
Note 10 : Assets held for sale
The Company has identified six BOT/ DBFOT Projects under six subsidiary companies to be transferred to IRB InvIT Fund in accordance with the InvIT Regulations. Equity investments in subsidiaries relating to these BOT/ DBFOT projects are shown as assets held for sale.
Note 11 : Subsequent events
No subsequent event has been observed which may required an adjustment to the balance sheet.
The Company is the ''''Sponsor'''' of the IRB InvIT Fund ("the Trust"), an Infrastructure Investment Trust registered with SEBI under InvIT Regulations, 2014, as amended. Subsequent to year end, the Company and its subsidiaries have successfully transferred the investments in six subsidiary companies viz. IRB Surat Dahisar Tollway Private Limited, IRB Talegaon Amrawati Tollway Private Limited, IDAA Infrastructure Private Limited, IRB Tumkur Chitradurga Tollway Private Limited, IRB Jaipur Deoli Tollway Private Limited and MVR Infrastructure and Tollways Private Limited at book value to IRB InvIT Fund, pursuant to Initial Public Issue in the month of May, 2017, for a total consideration of Rs.11,750.00 millions (includes Offer for sale of Rs.2,870.00 millions and units of Rs.8,880.00 millions). Pursuant to this transaction, the Company holds 15% units in IRB InvIT Fund.
The Board of Directors at its meeting held on May 30, 2017 has recommended a dividend of Rs.3 per equity share.
Note 12 : Previous year comparatives
Previous year''''s figures have been regrouped/reclassified, wherever necessary, to conform to current year classification.