h) Provisions (other than for employee benefits), Contingent Liabilities and Contingent Assets
Provisions involving substantial degree of estimation in measurement and are recognized when there is a present obligation as a
result of past events and it is probable that there will be an outflow of resources to settle the obligation and when a reliable
estimate of the amount of the obligation can be made.
Contingent Liabilities are disclosed only when there is a possible obligation arising from past events due to occurrence or
non-occurrence of one or more uncertain events not wholly within the control of the Company or where any present obligation
cannot be measured in terms of future outflow of resources or where a reliable estimate of the obligation cannot be made. The
Company does not recognize a contingent liability but only makes disclosures for the same in the Financial Statements.
Contingent Assets where it is probable that future economic benefits will flow to the Company are not recognised but disclosed in
the financial statements.
i) Revenue Recognition
On Construction Contracts:
The companies recognizes revenue when the control of the goods and services is transferred to the customer as against the
transfer of risk and rewards. As per the Company's current revenue recognition practices, transfer of control happens at the same
point as transfer of risk and rewards thus not effecting the revenue recognition. The amount of revenue recognised reflects the
consideration to which the company expects to be entitled in exchange for those goods or services. The Company has adopted
the modified transitional approach as permitted by the standard under which the comparative financial information is not restated.
The accounting changes required by the standard are not having material effect on the Company financial statements and no
transitional adjustment is recognised in retained earnings at April 1, 2018, though there would be additional disclosure requirements
for the company to comply with.
Contract modifications are accounted for when additions, deletions or changes are approved either to the scope or price or both.
Goods/services added that are not distinct are accounted for on a cumulative catch up basis. Goods / services those that are
distinct are accounted for prospectively as a separate contract, if the additional goods/services are priced at the standalone selling
price else as a termination of the existing contract and creation of a new contract . In cases where the additional work has been
approved but the corresponding change in price has not been determined, the recognition of revenue is made for an amount with
respect to which it is highly probable that a significant reversal will not occur. If the consideration promised in a contract includes a
variable amount, this amount is recognised only to the extent that it is highly probable that a significant reversal in the amount
recognised will not occur.
On Sale of Goods:
- In case of sale of goods, the transfer of property in goods results in the transfer of significant risks and rewards of ownership to
the buyer and revenue is recognized at the time of transfer of property. Sales are net of taxes, returns, trade discounts etc.
j) Recognition of dividend income and interest income
Dividends
Dividend income is recognised when the Company's right to receive the payment is established, which is generally when
shareholders approve the dividend.
Interest income
For all debt instruments measured either at amortised cost or at fair value through other comprehensive income, interest income
is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or
receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of
the financial asset or to the amortised cost of a financial liability. When calculating the effective interest rate, the Company
estimates the expected cash flows by considering all the contractual terms of the financial instrument but does not consider the
expected credit losses. Interest income is included in finance income in the Statement of Profit and Loss.
k) Arbitration Awards
Claims under arbitration are recognized in the financial statements when it becomes virtually certain that the economic benefits will flow to
the Company. Until such certainity is achieved, such claims are treated as contingent assets and disclosed in the notes.
l) Leases
Lease income from operating leases (excluding amount for services on maintenance, etc. and contingent rentals) where the
Company is a lessor is recognized in income on a straight-line basis over the lease term unless the receipts are structured to
increase in line with expected general inflation to compensate for the expected inflationary cost increases and another systematic
basis is more representative of the time pattern in which user's benefit derived from the leased asset is diminished. Contingent
rent is recognized in the period when earned. The respective leased assets are included in the balance sheet according to the
nature of the asset.
m) Income tax
Income tax expense comprises of current and deferred tax. Current tax and deferred tax is recognized in the Statement of Profit
or Loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.
i. Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, on
the basis of taxable profits computed for the current accounting period in accordance with the Income Tax Act, 1961, based on tax
rates and laws that are enacted or substantively enacted at the Balance Sheet date.
ii. Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is
settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the
reporting period. The carrying amount of deferred tax liabilities and assets are reviewed at the end of each reporting period.
n) Borrowing costs
Borrowing costs are interest and other costs incurred in connection with the borrowing of funds. Borrowing costs directly
attributable to acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their
intended use are capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in
which they are incurred.
o) Foreign currencies transactions
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transaction. Monetary assets and
liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting
date. All other foreign currency assets and liabilities are stated at the rates prevailing at the date of transaction other than those
covered by forward contracts, which are stated at the contracted rate. Exchange differences arising on settlement or translation of
monetary items are recognised in Statement of Profit and Loss.
p) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision
Maker ("CODM").
The board of directors of the Company, which has been identified as being the CODM, generally assesses the financial
performance and position of the Company and makes strategic decisions, however as per Approved Resolution Plan the power of
Board of Directors remain suspended and in its place the Monitoring Committee is empowered with the power.
q) Earnings per Share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the
weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders
and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential
equity shares.
r) Interest in Joint venture
In respect of its interest as joint venture the company recognise its interest in a joint venture as an investment and accounts for
the investment in accordance with Ind AS 28 “Investment in associates and joint ventures”.
17.2. Rights, Preferences and Restrictions attaching to Equity Shares
i) The Company has only one class of equity shares having a par value of I NR 11- (PY I NR 10/-) per share. Each holder of equity share
is entitled to one vote per share. The Company declares and pays dividends in Indian Rupee. There is no recommendation of
dividend on Equity shares for the Financial Year ended 31st March, 2025.
ii) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts, in the proportion to their shareholding.
17.6. During the previous FY 2023-24 as per the implementation of the Approved Resolution Plan and the NCLT order dated 1st May, 2023
read along with the corrigendum order dated 18th May, 2023, the following changes were made in the Equity Share Capital of the
company:
a. Cancellation of 99,19,032 equity shares held by the erstwhile promoters of the Company ;
b. Reduction in Face Value of 1,88,23,066 Equity Shares from ' 10/- to ' 1/- each;
c. Issue of 13,61,76,934 Equity Shares of Face Value ' 1/- each to the RA and its nominee on Preferential Allotment basis;
Refer Note 57
18.2. The description of the nature and purpose of each reserve within equity is as follows:
(a) Capital reserve: The Company had received ' 100 Lakhs against future call option of 7,14,285 Share warrants in the financial
year 2008-09. The call was not exercised by the applicants and as per the terms of the issue of warrant, the said amount was
forfeited and credited to capital reserve during the financial year 2008-09.
Further, during the previous financial year 2023-2024 due to cancellation of 99,19,032 equity shares and reduction in face value
of shares from ' 10/- per share to ' 1/- per share (Refer note 57), an amount of Rs. 3,803 Lakhs has been adjusted in Capital
Reserve.
(b) Capital redemption reserve: The Company had issued 1,40,000 10.5% cumulative preference share at par value of ' 10
each in the Financial Year ending on 31st March 2005 were redeemed at the option of the share holder during the financial
year ended on 31.03.2015. Accordingly ' 14 Lakh equivalent to the proceeds of redemption were transferred to capital
redemption reserve.
(c) Securities premium account: : Securities premium account represents the premium received on issue of shares over and
above the face value of equity shares. Further, during the previous financial year 2023-2024 due to cancellation of 99,19,032
equity shares, an amount of Rs. 1,117 Lakhs has been adjusted in Securities Premium account. The account is available for
utilisation in accordance with the provisions of the Companies Act, 2013.
(d) General Reserve: The Company has not transferred any amount to the reserves for the year ended 31st March, 2025.
(e) Retained earnings: This Reserve represents the cumulative profits of the Company. This Reserve can be utilized in
accordance with the provisions of the Companies Act, 2013.
(f) Other Comprehensive Income - Other Comprehensive Income (OCI) represent the balance in equity for items to be
accounted under OCI and comprises of the following:
i) Items that will not be reclassified to Profit and Loss - The Company recognizes the net obligation of a defined benefit
plan in its Balance Sheet as an asset or liability.This also includes actuarial gains and losses arising on defined benefit obligations
recognised in OCI.
ii) Items that will be reclassified to profit and loss - Income tax expense i.e Deferred tax liability to the extent that it relates to items
recognized directly in equity or other comprehensive income are considered here. This is reclassified to statement of Profit & Loss.
37. Segment Information
As per Ind AS 108- “Operating Segment’, segment information is not required to be provided as the Company is engaged only in
construction work and in no other segment.
38. The Company is engaged in the business of providing infrastructural facilities as per Section 186 (11) read with Schedule VI of
the Act. Accordingly, disclosures under Section 186 of the Act is not applicable to the Company.
39. Contingent liabilities and commitments
39.1. As per the Approved Resolution Plan, contingent liabilities (which have/ may crystalize) prior to 24 February, 2020 (hereinafter
referred to as 'Effective Date') stand extinguished. In terms of the aforesaid plan, the following matters also need the attention
of our stakeholders -
39.2. The counter-guarantees, also termed as 'corporate guarantees', extended by the Company to Consortium Banks on behalf of its
subsidiaries, associates and joint ventures, stand extinguished and no further liability exists with respect to the same as at
31st March 2025.
39.3. In respect of the Bank Guarantees of the Company (formerly known asTantia Constructions Limited), only the active Bank Guarantees
as mentioned in the Approved Resolution Plan, against the ongoing projects, shall continue to remain active and have been taken over
by the Resolution Applicant. The liability under these Bank Guarantees amounted to Rs. 101.63 crores as mentioned in the Approved
Resolution plan. The Resolution Applicant / Corporate Debtor shall be liable to settle any claim arising as a result of invocation /
encashment of the Bank Guarantee(s). However, the Resolution Applicant / Corporate Debtor shall not be liable in case of any bank
guarantee invocation arising because of the relevant bank(s) refusal for extension of such Active Bank Guarantee(s) or the invocation
has happened due to a delay in the execution of the project. As on March 31, 2025, out of the above, Bank Guarantees amounting to
Rs. 538.90 Lakhs (PY Rs. 6,781 Lakhs) stand extinguished by way of discharge of client obligations and only Bank Guarantees
amounting to Rs. 3,093.25 Lakhs (PY Rs. 3,382 lakhs) remain active.
Bank Guarantees amounting to NIL (PY Rs. 261 lakhs) have been issued by Banks to the Company since 24th February, 2024 and an
identical amount has been retained by the issuing banks as Margin Money against the said Bank Guarantees.
39.4. Furthermore, the Approved Resolution Plan, among other matters, provides that except to the extent of the amount payable to
the relevant Financial and/ or Operational Creditors in accordance with the Approved Resolution Plan, all liabilities of the
Company relating in any manner to the period prior to the CIRP commencement date, i.e., 13th day of March 2019,
immediately, irrevocably and unconditionally, stand fully and finally discharged and settled, there being no further claims
whatsoever, and all the rights of the Financial and/or Operational Creditors to invoke or enforce the same stands waived off. It
is provided that any and all legal proceedings initiated before any forum, by or on behalf of any Financial and/or Operational
Creditor (including Statutory Authorities), to enforce any rights or claims against the Company also stands extinguished.
Further, in terms of the Approved Resolution Plan, no Statutory/ Governmental Authority has any right or claim against the
Company, in respect of the period prior to the CIRP commencement date and/or in respect of the amounts written off, and all
legal proceedings initiated before any forum by or on behalf of any Financial and/or Operational Creditor (including
Governmental Authorities) or any Other Creditors to enforce any rights or claims against the Company will immediately,
irrevocably and unconditionally stand withdrawn, settled and/or extinguished.
The Approved Resolution Plan provides for extinguishment of all liabilities of the Company owed to Financial and/or
Operational Creditors, as of the Insolvency Commencement Date i.e. 13th day of March, 2019 against settlement of amount
given under the resolution plan. The implementation of the Approved Resolution Plan, however, does not have any such similar
effect over claims or receivables owed to the Company. Accordingly, the Company has concluded that any receivables due to
the Company, evaluated based on merits of underlying litigations, from various governmental agencies continue to subsist.
39.5. Disputed claims contested by the Company with Goods and Service Tax Authorities amounts to INR 181 Lakhs. In terms of the Resolution
Plan, the demand cannot be claimed against the company.
In respect of the above contingent liabilities, it is not practicable for the Company to estimate the timings of cash outflows, if any,
pending resolution of the respective proceedings. The company does not expect any reimbursement in respect of the above.
Contribution to Gratuity
The Company's gratuity benefit scheme for its employees in India is a defined benefit plan (unfunded).
Generally the present value of obligation is determined based on the actuarial valuation using the Projected Unit Credit Method as on
year end which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures
each unit separately to build up the final obligation. The Company's gratuity expense is recognized under the head - “Employee
Benefit Expense”. The liability or asset recognized in the Balance Sheet in respect of defined benefit plans is the present value of the
defined benefit obligation at the end of the reporting period less than the fair value of plan assets. The company's net obligation in respect
of defined plans is calculated seperately for each plan by estimating the amount of future benefit that employees have earned in the current
and prior periods. The defined benefit obligation is calculated annually by Actuaries using the projected unit credit method.
The liability recognized for defined benefit plans is the present value of the defined benefit obligation at the reporting date less the fair value of
plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. The net interest cost is calculated by
applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. The benefits are discounted using
the government securities (G-Sec) at the end of the reporting period that have terms approximating to the terms of related obligation.
Remeasurements of the net defined benefit obligation, which comprise actuarial gains and losses, the return on plan assets (excluding interest)
and the effect of the asset ceiling, are recognized in other comprehensive income. Remeasurement recognized in other comprehensive
income is reflected immediately in retained earnings and will not be reclassified to the statement of profit and loss.
These defined benefit plans expose the Company to actuarial risks, such as interest rate risk, liquidity risk, salary escalation risk and regulatory risk.
Inherent risk
The plan is defined benefit in nature which is sponsored by the Company and hence it underwrites all the risk pertaining to the plan. In
particular, this exposes the Company, to actuarial risk such as adverse salary growth, change in demographic experience, inadequate return
on underlying plan assets. This may result in an increase in cost of providing these benefits to employees in future. Since the
benefits are lump sum in nature, the plan is not subject to longevity risk.
Terms and conditions of transactions with related parties
The purchases from related party are made in the ordinary course of business and on terms equivalent to those that prevail in arm's
length transactions. Outstanding balances at the year-end are unsecured.
*The compensation paid to KMP is entirely towards Short-term employee benefits.
Any post-employment benefits and other long-term benefits shall be disclosed based on actual payment made including those on retirement
/ resignation of services, and this does not include provision made on actuarial basis as the same is available for all employees together.
42a.During the pendency and implementation of the approved Resolution Plan, Punjab National Bank, State Bank of India and Indian
Overseas Bank had sent separate letters to the Company show causing identification of the account of the Company as "Wilful
Defaulter" under the Reserve Bank of India's guidelines, with State Bank of India also referring the matter to the Central Bureau
of Investigation. The Succesful Resolution Applicant had filed an application before the hon'ble National Company Law Tribunal,
Kolkata Bench, challenging the issue of such Show Cause Notices after the approval of the Resolution Plan and to drop the
proceedings of "Wilful Defaulter" against the Company.
Since the issue of the Show Cause Notices was in contravention to the provisions of Section 32A of the Insolvency and
Bankruptcy Code, 2016, Punjab National Bank had admitted the same before the Hon'ble Tribunal, and thereafter, the Bench
was pleased to order dismissal of the matters against Punjab National Bank vide order dated March 25,2022. While the matter
stands subjudiced with relation to State Bank of India and Indian Overseas Bank, the Company stands relived of any
proceedings to be initiated against it by Punjab National Bank.
42b.Relationship with Struck off Companies- In respect of the disclosure required vide notification dated 24 March, 2021 issued by Ministry of
Corporate Affairs, the Company has taken steps to identify transactions with the struck-off companies, however, there are no such
transactions which may be required to be reported.
44. Disclosure under Regulation Clause 34(3) and 53(f) read with Scehdule V of SEBI (LODR) Regulations, 2015 :
The Company has not granted any Loans and Advances in the nature of Loan to its Associates and Subsidiaries, hence
disclosure as per the Regulation 34(3) and Regulation 53(f) read with Schedule V of SEBI (LODR) Regulations, 2015, has not
been given.
45. Going Concern
In accordance with note 55, 56 and 57, the approved Resolution Plan once fully implemented during the year ended
31st March, 2024. As at 31st March, 2025, the Company has earned a net profit of Rs. 5,561 Lakhs (As on 31 March 2024 - Rs.
8,944 Lakhs) resulting in an accumulated profit of Rs. 31,891 Lakhs (As on 31 March, 2024 - Rs. 26,330 Lakhs). The net worth of the
Company stands at Rs. 45,554 Lakhs (As on 31st March, 2024 - Rs. 39,987 Lakhs) and the Company is reported to be operating as
a going-concern.
46. A contract awarded to the Company by the Road Construction Department, Bihar State Government, Patna (hereinafter referred to as
RCD) for development and widening of roads in Patna had been prematurely terminated by the RCD on 30th of April, 2008. Being
aggrieved by this action, the Company approached the Hon'ble High Court at Calcutta which appointed an Arbitrator to adjudicate the
matter. The Arbitrator had published an award in favour of the Company on 27/1/2012 amounting to Rs. 12,779 Lakhs along with interest
@18% from the date of Award till the date of payment. There was a counter claim of Rs. 33,473 Lakhs filed on the Company during
Arbitration. The Company filed an execution petition in the Hon'ble High Court of Calcutta on 13/6/2016 for an amount of Rs. 12,779
Lakhs which is being contested by RCD. The RCD has also filed an execution petition in the district court of Patna for the counter claim
of Rs. 1,770 Lakhs which has beeen disposed by the district court vide order dated 01/06/2018 by stating that the jurisdiction for all
matters arising from the contract lies with the Hon'ble High Court of Calcutta. RCD challenged this decision through a Writ Petition.
The Patna High Court vide its order dated 29/11/2024 agreed with the order of the District Court of Patna and held that
all matters pertaining to the Contract can only be proceeded with at the Calcutta High Court. Despite the commencement of arbitration
proceedings, RCD continued to object to the jurisdiction of the Kolkata High Court. This objection was being continued by RCD
despite accepting the order of arbitration. On the issue of jurisdiction, the Calcutta High Court categorically ruled that it has full
jurisdiction over the contract. This order of the High Court was appealed against by the RCD in the Supreme Court. Subsequent to
the reporting date, the Hon'ble Supreme Court has dismissed the Special Leave Petition (SLP) filed by RCD, thereby upholding the
jurisdiction of the Hon'ble Calcutta High Court. As a result, there is no further legal remedy available to RCD to challenge the award,
and the award has attained finality.
Considering the above, the legal position and relevant provisions of Ind AS 37 - Provisions, Contingent Liabilities and Contingent
Assets, the Company has recognised an income of Rs. 10,672 Lakhs during the year ended 31 March 2025. The amount recognised
reflects management's best estimate of the recoverable amount. The recognition is based on the legal finality of the award and the
assessment, supported by external legal opinion, that there is no significant uncertainty as to its ultimate collection.
46.2. During FY 2024-25, the Company has initiated arbitration proceedings under the provisions of the Arbitration and Conciliation Act,
1996, before the Hon'ble Commercial Court, Cuttack, against a customer, invoking the dispute resolution mechanism as per the terms
of the underlying contract. The dispute pertains to a suspended project. In accordance with the principles of Ind AS 115 and Ind AS
37, the Company has reassessed the recoverability of certain receivables and unbilled revenue related to the said project.
Consequently, a provision of INR 3,118 lakhs has been recorded in the books of accounts towards unbilled revenue, considering the
current status of the project and the uncertainty surrounding the timing and extent of recovery
47.1. In the year 2011, Tantia Constructions Limited (presently known as Twamev Construction and Infrastructure Limited) had floated a
Special Purpose Vehicle (SPV) under the name and caption Tantia Raxaultollways Private Limited (TRPL) for execution of an
infrastructure project worth INR 475 crores, against which T CL (The Company) was also the EPC Contractor for the execution of
the said work worth Rs. 373 crores in the Project. During the course of execution of the Project the Company was facing various
problems, such as delay in handover of site/land at different stretches, release of Grant from NHAI, non-availability of input resources
due to uncontrollable factors, heavy interest cost etc. Consequently, the progress of the work slowed down. Considering the
aforesaid scenario, TRPL decided not to proceed further with implementation of the aforesaid project and the same was conveyed to
appropriate project authorities which led to termination of the project. Accordingly, TRPL had gone in for arbitration proceedings
against NHAI in the month of May 2018, thereafter which, TCL had also lodged its claims before TRPL. The matter is currently
under arbitration.
47.2. "Tantia Sanjauliparkings Private Limited (hereinafter referred to as the 'TSPL') an Associate company of the Corporate Debtor has been
admitted into CIR Process by the Adjudicating Authority vide its order dated 23rd day of March, 2023.Company made a provision for
impairment loss of Rs. 774 Lakhs as associate company is under CIR process."
48. Leases: Company as lessee
The company is engaged in the infrastructure sector. In the course of execution of various infrastructure projects at numerous
locations, the company takes /procures, on hiring basis, various items of Machinery and Equipment. Overall, the number of
such Machinery and Equipment procured on hiring basis for various project sites are numerous. Hire contracts have a contract
period generally varying between 1 to 3 years.
The Company has entered into agreements in the nature of lease/leave and license agreement with different lessors/licensors
for the purpose of establishment of office premises/residential accommodations etc. These are generally in the nature of
operating lease/leave and license. Period of agreements are generally up to three years and renewable at the option of the
lessee.
Lease rentals charged to expenses grouped under the head Contract Operating Expenses amounting to ' 178 lakhs (Note No 30)
and under the head Other Expenses amounting to ' 64 lakhs (Note No 34).
50. Provision for Impairment Loss
In the current FY 2024-25 the Company has made a Provision for diminution in value of Investments INR 50 Lakhs (PY INR 139 Lakhs)
in subsidiary and JVs.
In the previous FY 2023 -24, the company made a provision for impairment loss of INR 5423 Lakhs account of fair value of
investment in Subsidiary, Associates and Joint Venture based on independent impairment study by company. The breakup of which
is as below:
i) Tantia Sanjauliparkings Private Limited: Provision for impairment loss of INR 774 Lakhs as associate company is under CIR
process;
ii) Tantia Infrastructure Private Limited: Provision for impairment loss of INR 4,510 Lakhs based on the Valuer's impairment testing
report;
iii) Six different Joint Ventures of Tantia are credit impaired in view of Management and no money shall be receivable from those
investment of INR 139 Lakhs.
51.2. Fair value measurement
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in forced or liquidation sale.
The Company has established the following fair value hierarchy that categorises the value into 3 levels. The inputs to valuation
techniques used to measure fair value of financial instruments are:
Level 1: The hierarchy uses quoted (adjusted) price or NAV is measured at quoted price.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximise the use of observable market data and rely as little as possible on company specific estimates. If
all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
The management assessed that trade receivables, cash and cash equivalent, other bank balances, trade payable and other
financial assets and liabilities approximate their carrying amounts largely due to the short term maturities of their instruments.
The company uses the discounted cash flow techniques (in relation to interest-bearing borrowings and loans) which involves
determination of present value of expected receipt/payment discounted using discount rate that reflects the issuer's borrowing
rate as at the end of the reporting period. The fair value so determined is classified as Level 2.
52. Financial risk management
Risk management framework
The Company's principal financial liabilities comprises of borrowings, trade and other payables. The main purpose of these
financial liabilities is to finance the Company operations however certain borrowings have been applied to pay the Plan Amount as per
the Approved Resolution Plan.The Company's principal financial assets include loans, trade and other receivables and cash and cash
equivalents that derive directly from its operations.
The Company's activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company's
primary risk management focus is to minimise potential adverse effects of market risk on its financial performance. The Company's
exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top
few customers. The Company's risk management assessment and policies and processes are established to identify and analyse the
risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk
assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company's
activities.
This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies
and processes for measuring and managing risk.
The Company has exposure to the following risks arising from financial instruments:
(i) Credit risk
(ii) Liquidity risk
(iii) Market risk
(i) Credit risk
Credit risk is the risk of financial loss of the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally form the Company receivables from customers . Credit arises when a customer
or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The
Company is exposed to credit risk from its operating activities (primarily trade receivables), including deposits with bank. The
Company has no significant concentration of credit risk with any counterparty, except in case of receivables from WATCO of
' 1,106.32 Lakhs. The carrying amount of financial assets represent the maximum credit risk exposure.
Trade receivable
A credit policy has been established under which each new customer is analysed individually for creditworthiness before the
Company's standard payment and delivery terms and conditions are offered. Counterparty credit risk with respect to these
receivables is very low in respect of construction contracts, the Company has receivables from subsidiary companies where
the management perceives the risk of recovery to be remote. The risk of recovery in these businesses is reduced to the extent
of security deposits already collected and held as collaterals.
Exposure to credit risks
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However
management also considers the factors that may influence the credit risk of its customer base, including the default risk
associated with the industry. Details of concentration percentage of revenue generated from top customer and top five
customers are stated below :
(ii) Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable
price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of
funding through an adequate amount of credit facilities to meet obligations when due. The Company's finance team is
responsible for liquidity, funding as well as settlement management. In addition, Processes and policies related to such risks
are overseen by senior management. Management monitors the Company's liquidity position through rolling forecasts on the
basis of expected cash flows.
The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its
liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Company's reputation.
(iii) Market risk
Market risk is the risk of loss of future earnings, fair value or future cash flows that may result from a change in the price of a
financial instrument. The value of a financial instrument may change as a result of changes in the interest rates and other
market changes that effect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial
instruments including investments, receivables, payables and borrowings.
(a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company exposure to the risk of changes in market interest rates related primarily to the Company's
borrowing with floating interest rates. The Company constantly monitors the credit markets and rebalances its financing
strategies to achieve an optimal maturity profile and financing cost.
(b) Equity price risk
The Company is not exposed to equity risks arising from equity investments. Equity investments are held for stratergic rather
than trading purposes. The Company does not actively trade these investments.
(c) Currency risk
The Company does not have currency risks since it is not exposed to any foreign currency transaction.
53. Capital Management
The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain furture development of the business. The management monitors the return on capital, as well as the level of dividends
to equity shareholders.
The Company's objective when managing capital are to: (a) to maximise shareholders value and provide benefits to other
stakeholders and (b) maintain an optimal capital structure to reduce the cost of capital.
For the purpose of the Company's capital management, capital includes issued equity share capital and other equity reserves
attributable to the equity holders.
In addition the Company has financial covenants realting to the banking facilities that it has taken from all the lenders like interest
service coverage ratio, Debt to EBITDA, current ratio etc. which is maintained by the company.
54. Exceptional Items
Exceptional Item of ' 4433 Lakhs (PY INR -1697 Lakhs) includes receivables, security deposit and retention money written off ' 4556
Lakhs and liability written back of ' 123 Lakhs from creditors.
55. CIR process and the roadmap of revival of the company in terms of approved Resolution Plan
Pursuant to an application made by State Bank of India, the Hon'ble National Company Law Tribunal, Kolkata bench
(hereinafter referred to as 'Adjudicating Authority'), vide its order dated 13th day of March 2019, had ordered the
commencement of the corporate insolvency resolution (CIR) process in respect of the company under the provisions of the
Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as 'the Code').
During the CIR process, for resolution plan (hereinafter referred to as 'Resolution Plan') three expression of interest (EOI) were
received, out of which resolution plan submitted by the consortium of EDCL Infrastructure Limited and Upendra Singh
Constructions Private Limited (hereinafter referred to as 'Resolution Applicants') was approved by the committee of creditors
and submitted to the Adjudicating Authority for its approval. Pursuant to its order (hereinafter referred to as 'NCLT Order')
dated 24th day of February 2020 (hereinafter referred to as 'effective date'), the Adjudicating Authority approved the Resolution
Plan (hereinafter referred to as 'Approved Resolution Plan') submitted by the Resolution Applicants (RA) for the Company
under Section 31 of the Code. As per the terms of Section 31 of the Code, the Approved Resolution Plan shall be binding on
the Company, its employees, members, creditors, guarantors and other stakeholders involved in the Resolution Plan.
As per the terms of the approved Resolution Plan, the creditors of T CL (presently known as Twamev Construction & Indrastructure
Limited) (financial, operational and others) will receive a total consideration of Rs. 176.629 crores (hereinafter referred to as 'Discharge
Consideration') on account of their admitted dues amounting to Rs. 1601 crores. The Discharge Consideration will be towards all
admitted dues including the CIRP costs, employee dues, liability towards Active Bank Guarantees in case of devolvement/invocation etc.
The RA will infuse funds to finance the Discharge Consideration through a combination of (a) equity subscription and (b) loans over a
period of time, as specified in the Approved Resolution Plan.
During the course of the successful implementation of the Approved Resolution Plan, the RA shall be classified as the
'promoter' of TCL (presently known as Twamev Construction & Indrastructure Limited) , and the share-holding of the existing
promoters/promoter group will stand transferred to the RA.
The implementation of the Approved Resolution Plan, inter-alia, entails the following:
• Formation of the Monitoring Committee (MC)
• With reference to the infusion of funds and payment on account of CIRP Costs, dues of Employees & Other Operational
Creditors, Financial Creditors and T ransfer of Promoter shareholding in Corporate Debtor the following steps are envisaged:
o Payment of the CIRP Costs
o Payment of ' 3.50 crores to Employees & Other Operational creditors against their admitted dues of ' 62.29
crores;
o Transfer of existing promoter's shares in their custody as well as promoter's shareholding pledged with Bankers.
o Payment of ' 71.50 crores to Financial Creditors (prior to deduction of CIRP costs) in three tranches, the first being
called the Upfront Payment, against their admitted dues of ' 1,526.15 crores (including Active Bank Guarantees of
' 101.629 crores).
o Active Bank Guarantees amounting to ' 10,162.90 Lakhs would be extinguished by way of discharge of client
obligations for which the Bank Guarantees have been given. In the event of a default / invocation the RA will
take full responsibility to ensure prompt payment of the devolved amount.
• With respect to the taking full control of the company by the Resolution Applicant the following steps are envisaged (after
the conclusion of the above steps w.r.t. payment):
o Settlement of all the dues of the MC including costs of operations, supervision costs, agency costs etc.
o Resignation of existing directors of the Board of Directors of TCL and constitution of the New Board by the RA
• In the final leg the Approved Resolution Plan envisages the remaining payment to the Financial Creditors in two tranches.
• With respect to the existing share capital the Approved Resolution Plan proposes reduction of the Company's share
capital without any payout to the shareholders, by reducing the face value of each issued and outstanding equity share of
the Company from ' 10/- to ' 1/-.
• With respect to infusion of funds the Approved Resolution Plan permits the RA to infuse need based funds to discharge
the obligations as well as to fund the working capital and other capital needs of the Company. The Approved Resolution
Plan permits the RA to infuse funds through a combination of debt and equity - the final Debt to Equity mix will be
formalised by the RA basis the decision on the equity structure of the Corporate Debtor as well as other changes, in
commercial consideration of the Approved Resolution Plan. The Approved Resolution Plan permits the RA to own up to
95% of the revised equity capital in the Corporate Debtor the same to be taken care of through preferential allotment of
equity shares of face value of ' 1/- per share to the RA within the implementation period of the Approved Resolution
Plan.
• During the course of the successful implementation of the Approved Resolution Plan, the RA shall be classified as the 'promoter'
of T CL, and the share-holding of the existing promoters/promoter group will stand transferred to the RA.
56. Monitoring Committee
Pursuant to Clause 22.1 of the Approved Resolution Plan, a Monitoring Committee (“MC”) as specified in the Plan was constituted on the
Effective Date, by virtue of the order of the Hon'ble NCLT approving the Resolution Plan. For the period between the '“effective date'”
and the Plan Implementation Completion (as defined in the Approved Resolution Plan), the Monitoring Committee was formed to
supervise the implementation of the Plan and to manage the affairs of the Company as a going concern.
As part of the implementation of the approved resolution plan (read along with the NCLT orders dated 1 st May, 2023 and 18th May,
2023), the MC relinquished the day to day management of the company w.e.f. 17th June, 2023 in favour of the new Board of Directors
formed by the RA and thereafter has functionally remained confined to the Plan implementation only.
57. Current Status of implementation of the Approved Resolution Plan
During the course of implementation of the Approved Resolution Plan certain anomalies with respect to regulatory procedures etc.
have been observed which have delayed the transfer of the existing equity shares of promoters to the RA. The RA has moved to
the Hon'ble National Company Law Tribunal, Kolkata Bench (“NCLT”), inter-alia, praying for speedy transfer of the same. The
NCLT has directed the erstwhile Committee of Creditors and the current MC to take steps to ensure completion of the process of
transfer of shares.
Accordingly, the monitoring committee, after discussions with all the stakeholders moved an application with the NCLT Kolkata Bench,
requesting inter-alia the following reliefs :
a. Direct the cancellation/extinguishment of 99,19,032 equity shares of face value Rs. 10/- each held by the previous promoters
and re-issue of the same to the new promoters;
b. Allowing the distribution of the upfront amount of Rs. 54 crores (including the performance security amount of Rs. 10 crores)
towards the discharge of Plan creditors;
c. Direct that the date of approval order of this Hon'ble NCLT of this instant Application be considered as the Effective Date for
thepurpose of this Resolution Plan.
The Hon'ble NCLT vide it's order dated 1st May, 2023 read along with the corrigendum order dated 18th May, 2023 allowed the
above petition and thereby making the said order dates as the Effective Date for the purposes of the Resolution Plan.
Subsequent to the above, as part of the implementation of the Approved Resolution Plan inter-alia the following steps have been taken
by the Company during the year:
1. With Respect to Share Capital
a. Cancellation of 99,19,032 equity shares of Face Value Rs. 10/- each held by the erstwhile promoters of the Company;
b. Reduction in the Face Value of 1,88,23,066 Equity Shares from Rs. 10/- to Re. 1/- each;
c. Issue of 13,61,76,934 Equity Shares of Face Value Re. 1/- each to the RA and his nominees on Preferential Allotment basis.
2. With respect to T ransfer of Management
a. With effect from 17th June, 2023, the MC has transferred the management of the Company to the newly constituted Board of
Directors and had confined itself to Plan Implementation only;
b. The Board of Directors has been expanded to include adequate number of independent Directors with the time frame
permitted by the Approved Resolution Plan;
3. With respect to T ransfer of Control
a. As per the Approved Resolution Plan, all the shares owned by the previous promoters have been transferred to the New
Promoters;
b. The last tranche of such transfer having been completed on 14th December, 2023 signifies the change of control as defined
by the Approved Resoltion Plan;
4. With respect to payment of final tranche:
As per the approved resolution plan, the banks/creditors have already been paid ' 54 CR and the balance amount of ' 21 CR
is payable within three months of the banks, upgrading the banking facilities of the company from NPA to standard. The banks are
unable to upgrade the account of the company from N PA to standard due to certain difficulties at their end. They have assured
the NCLT that they are working on the same, and soon they will be able to upgrade the account. The NCLT has
acknowledged the matter and has granted time to the banks for the upgrade. The NCLT has further acknowledged that
payment of the final tranche will be made within three months of the upgrade.
(ii) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company
for holding any Benami property.
(iii) The Company have not advanced or given loan or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee,
security or the like to or on behalf of the Ultimate Beneficiaries except loans or advances given in normal course of business.
(iv) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide
any guarantee, security or the like, on behalf of the Ultimate Beneficiaries except loans or advances given in normal course of
business.
(v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any
other relevant provisions of the Income Tax Act, 1961).
(vi) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
59. The Figures of the previous year are regrouped and rearranged, wherever necessary.
60. INR '0' represents amount less than ' 50,000/-.
In terms of our report of even date attached For and on and behalf of Twamev Construction and Infrastructure Limited
F°r J Jai,?A& C0mpaniy Tarun Chaturvedi Jasodeb Chakraborty
cdmm% -inns/ic n (Executive Director & CFO) (Chief Executive Officer)
FRN No 310064E {DIN: 02309Q45
CASanjay Lodha Shrish Tapuria Neha Agarwal
Membership No : 058266 m'm5m
Date : 27.05.2025
Place : Kolkata
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