(u) Provisions, Contingent Liabilities and Contingent Assets
Provision is recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and amount of the obligation can be reliably estimated.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre - tax rate that reflects current market assessments of the time value of money and the risk specific to the liability. The discount rate does not reflect risks for which future cash flow estimates have been adjusted. The increase in the
provision due to the passage of time is recognised as interest expense in the Standalone Statement of Profit and Loss.
A disclosure for contingent liabilities is made when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or amount of the obligation cannot be measured with sufficient reliability.
When there is a possible obligation or a present obligation and the likelihood of outflow of resources is remote, no provision or disclosure for contingent liability is made.
Contingent Assets are not recognised but are disclosed when an inflow of economic benefits is probable. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and its recognition is appropriate.
Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet date.
Provision for warranty
The estimated liability for warranty is recorded when products are sold. These estimates are established using historical information of previous 18 months’ sales on an average, management estimates regarding possible future incidence based on corrective actions on product failure.
(v) Employee Benefits
(i) Short - term Obligations
Liabilities for wages and salaries, including compensated absences which are expected to be availed or encashed within 12 months after the year end and non - monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The obligations are presented as non-current liabilities in the Standalone Balance Sheet if the entity does not expect actual settlement will occur within the operating cycle after the reporting period.
Employees’ State Insurance Scheme: Contribution to Central Government of India administered Employees’ State Insurance Scheme for eligible employees is recognized as charge in the Standalone Statement of Profit and Loss in the year in which they are accrued.
(ii) Other Long Term Employee Benefit Obligations
The liabilities for earned leave, sick leave and long service award are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the Projected Unit Credit Method. The benefits are discounted using the yield on government securities at the end of the reporting period that have terms approximating to the terms of the related obligation. Re-measurements as a result of experience adjustments and changes in actuarial assumptions are recognized in the Standalone Balance Sheet with a corresponding debit or credit to retained earnings through Other Comprehensive Income in the period in which they occur.
The obligations are presented as current liabilities in the Standalone Balance Sheet if the entity does not have an unconditional right to defer settlement for at least the operating cycle after the reporting period, regardless of when the actual settlement is expected to occur.
(iii) Defined Benefit Plans
The Company operates defined benefit plans such as Gratuity, Post - employment medical obligations and Provident Fund (administered by independent Trust).
The Company provides for gratuity covering eligible employees in accordance with Payment of Gratuity Act, 1972. The plan provides for lump sum payment to vested employees at retirement, death, incapacitation or termination of employment. The gratuity fund is administered by independent Trustees. Plan assets are managed by Life Insurance Corporation of India (LICI).
The Company provides for post - retirement medical benefits to eligible retired employees. The entitlement to these benefits is usually conditional on the employee remaining in service up to retirement age and the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment using the same accounting methodology as used for defined benefit plans.
In the previous year, the Company maintained a Trust for depositing employees’ provident fund contributions. However, with effect from 1st April 2024, the Employees’ Provident Fund Organisation (EPFO) issued a notice withdrawing the exemption granted to the Trust. Accordingly, the Company has commenced depositing the provident fund contributions directly with the Regional Provident Fund Office during the current financial year. The balance lying with the Trust is in the process of being transferred to the Regional Provident Fund Authorities.
The liability or asset recognized in the Standalone Balance Sheet in respect of the above defined benefit plans is the present value of the defined benefit obligation less the fair value of plan assets at the end of the reporting period. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.
The present value of the defined benefit obligation denominated in INR is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.
- Superannuation Fund
This is the defined contribution plan. The Company contributes a certain percentage of the eligible salary for employees covered under the scheme towards superannuation fund administered by the Trustees. The Company has no further obligations for future superannuation benefits other than its contributions and recognizes such contributions as expense in the period in which the related employee services are rendered.
- Gratuity
This is a defined benefit plan. The schemes, which are funded with Life Insurance Corporation of India (LIC), are administered by independent trusts. The liability is determined based on year-end actuarial valuation using Projected Unit Credit Method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.
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. This cost is included in employee benefits expense in the Standalone Statement of Profit and Loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the Standalone Statement of Changes in Equity and in the Standalone Balance Sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in the Statement of Profit and Loss as past service cost
- Bonus plans
The Company recognizes a liability and an expense for bonus. The Company recognizes a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
(w) Non- Current Assets held for sale.
The Company classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn.
For these purposes, sale transactions include exchanges of non-current assets for other non-current assets when the exchange has commercial substance. The criteria for held for sale classification is regarded as met only when the assets or disposal group is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales (or disposal groups), its sale is highly probable; and it will genuinely be sold, not abandoned. The Company treats the sale of the asset or disposal group to be highly probable when:
a) The appropriate level of management is committed to a plan to sell the asset (or disposal group),
b) An active programme to locate a buyer and complete the plan has been initiated (if applicable),
c) The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value,
d) The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and
e) Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Non-Current Assets held for sale and disposal groups are measured at the lower of their carrying amount and the fair value less cost to sell. Assets and liabilities classified as held for sale are presented separately in the Balance Sheet.
(x) Other Assets held for sale
Any other asset (tangible or intangible) held for sale is disclosed separately in Financial Statements, as appropriate. PPE and Intangible Assets once classified as held for sale are not depreciated or amortised.
(y) Exceptional items
When items of income and expenses within the statement of profit and loss from ordinary activities are of such size, nature and or incidence that their disclosure is relevant to explain the performance of the enterprise for the period, the nature and amount of such material items are disclosed separately as exceptional items.
(z) Contributed Equity
Equity Shares are classified as equity. The issue expenses of securities which qualify as equity instruments are written off against securities premium account.
(aa) Dividends Payment
Provision is made for the amount of any dividend declared, being appropriately authorized and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
(ab) Earnings Per Share
(i) Basic Earnings Per Share
Basic Earnings Per Share is calculated by dividing:
• Profit/ (Loss) attributable to equity shareholders of the Company
• By the weighted average number of Equity Shares outstanding during the financial year.
(ii) Diluted Earnings Per Share
Diluted Earnings Per Share adjusts the figures used in their determination of basic earnings per share to take into account
• Profit/(Loss) after income tax effect of interest and other financing costs associated with dilutive potential Equity Shares, and
• The weighted average number of additional Equity Shares that would have been outstanding assuming the conversion of all dilutive potential Equity Shares.
(ac) Recent pronouncements
The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Third Amendment Rules 2024, dated 28th September 2024, to amend the following Ind AS which is effective from 30th September 2024.
Amendment to Ind AS 104
An insurer or insurance company may provide its financial statement as per Ind AS 104 for the purposes of consolidated financial statements by its parent or investor or venturer till the Insurance Regulatory and Development Authority notifies the Ind AS 117 and for this purpose, Ind AS 104 shall, as specified in the Schedule to these rules, continue to apply.
The said amendment is not applicable to the Company and accordingly, has no impact on the Company’s financial statements.
(ad) Rounding off amounts
All amounts disclosed in the Standalone Financial Statements and notes have been rounded off to the nearest lakhs (with two places of decimal) as per the requirement of Schedule III to the Act unless otherwise stated.
Note 2: Significant Accounting Judgements, Estimates and Assumptions
The preparation of the Standalone Financial Statements requires management to make judgements, estimates and assumptions. These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures relating to contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. The application of accounting policies that require critical accounting estimates involving complex and subjective judgments and the use of assumptions in these standalone financial statements. Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as the Management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the Standalone Financial Statements in the period in which the changes are made and, if material, their effects are disclosed in the notes to the Standalone Financial Statements.
In the process of applying the company’s accounting policies, management has made the following estimates, judgments and assumptions, which have the significant effect on the amounts recognised and disclosed in the Standalone Financial Statements:
1. Going Concern Assumptions in the preparation of the Standalone Financial Statements.
2. Expected Cost of Completion of Contracts.
3. Fair Value Measurement of Financial Instruments.
4. Impairment of Investments in Joint Venture and Subsidiaries
5. Recognition of Deferred Tax Assets for carried forward tax losses
6. Impairment of Trade Receivables and due from customer.
7. Provisions, Claims and Contingent Liabilities
8. Estimation of Defined Benefits Obligation
9. Useful life of Property, Plant and Equipment
Estimates and judgements are continually evaluated on an ongoing basis. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances. Difference, if any, between the actual results and estimates is recognised in the period in which the results are known.
i) Terms and Rights attached to Equity Shares:
Each Equity Share has a par value of Rs 10/-. It entitles the holder to participate in dividends, and to share upon liquidation of the company in proportion to the number of shares held and amounts paid thereon.
Every holder of Equity Shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.
Terms and Rights attached to Compulsorily Convertible Preference Shares(CCPS):
Each CCPS is compulsorily convertible into one Equity Share at any time within 18 months from the date of allotment. CCPS shall have priority with respect to payment of dividend or repayment of capital over equity shares of the Company.
The holders of CCPS would not participate in the surplus assets and profits on winding up which may remain after the entire capital has been repaid.
Each CCPS would carry a dividend of 1% which would be non cumulative.
ii) Shares of the Company held by Holding / Ultimate Holding Company
By virtue of implementation of Resolution Plan, Mandal Vyapar Private Limited holds 300 Lakh shares of the Company which constitutes of 90% of the share capital. Consequently, Mandal Vyapar Private Limited has become the holding company of the McNally Bharat Engineering Company Limited.
(ii) Leave Obligations
The Company has implemented a leave policy which is effective from 1st April 2025.
(iii) Gratuity
The company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the company makes contributions to recognised funds in India. The company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
The plan liabilities are calculated using a discount rate set with reference to government bonds. If the plan assets underperform this yield, this will create a deficit. The plan asset investments is with the Life Insurance Corporation of India which administers the fund. The investments are expected to earn a return in excess of the discount rate and reduce plan deficit.
(iv) Provident fund
In the previous year, the Company maintained a Trust for depositing employees’ provident fund contributions. However, with effect from 1st April 2024, the Employees’ Provident Fund Organisation (EPFO) issued a notice withdrawing the exemption granted to the Trust. Accordingly, the Company has commenced depositing the provident fund contributions directly with the Regional Provident Fund Office during the current financial year. The balance lying with the Trust is in the process of being transferred to the Regional Provident Fund Authorities.
The company contributed Rs. 77.71 Lacs And Rs. 81.48 Lacs during the years ended March 31, 2025 and March 31, 2024, respectively, and the same has been recognised in the Statement of Profit and Loss under the head employee benefit expenses.
Risks arising from defined benefit obligations
The defined benefit obligation plans typically expose the Company to actuarial risks i.e. investment risk, interest risk, longevity risk and salary risk.
Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.
Interest risk: A decrease in interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan assets.
Longevity risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk: The present value of defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan liability.
Capital Management
The Company strives to manage its capital efficiently with a view to safeguard its ability to continue as a going concern and to bring returns to its shareholders and stakeholders. The capital structure of the company is based on management's judgement of the appropriate balance of key elements in order to meet its strategic and day to day needs. The amount of capital in proportion to risk is considered for capital structure management in light of changes in economic conditions and the risk characteristics of the underlying assets. The Company's policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investors, creditors and market confidence and to sustain future developments and growth of its business. For the purpose of company's capital management, capital includes issued capital and all other equity reserves. The Company manages its capital structure in light of changes in the economic and regulatory environment and the requirments of the financial covenants. However, in view of certain factors, challenges and changes faced by the Company over past few years as explained in Note 41 to the Standalone Financial Statements, networth of the Company has been fully eroded. The management expects that overall financial health of the Company would improve upon successful implementation of resolution plan as approved by the Hon’able National Company Law Tribunal.
Loan Covenants
Under the terms of the major borrowing facilities, the Company is required to comply with various financial covenants. The Company has been under financial stress due to external factors. EBITDA margins of the Company have not been sufficient to service interest/ principal repayment even after infusion of funds by the promoters from time to time during the earlier years. The company has not been able to comply with some of the covenants during the current as well as the previous years. The Company has persisting defaults in repayment of loans or borrowings to banks and other lenders.
Note 24: Risk Management
The Company's activities is exposed to credit risk, liquidity risk and market risk.
The Company's risk management is carried out by a treasury department under policies approved by the Board of Directors. The treasury department identifies, evaluates and hedges financial risks in close cooperation with the Company's operating units. The Board provides written principles for overall risk management, as well as policies
covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
(A) Credit Risk
Credit risk arises from Cash and Cash Equivalents, other bank balances, investments and other financial assets carried at amortised cost and deposits with banks and financial institutions, as well as credit exposures to customers including outstanding receivables and due from customers.
(i) Credit Risk Management
The Company assigns the following credit ratings to each class of financial assets based on assumptions, inputs and factors specific to the class of financial assets.
VL1: High-quality assets, negligible credit risk
VL2: Quality assets, low credit risk
VL3: Standard assets, moderate credit risk
VL4: Substandard assets, relatively high credit risk
VL5: Low quality assets, very high credit risk
VL6: Doubtful assets, credit impaired
Macroeconomic information (such as regulatory changes, market interest rate or growth rates) is incorporated as part of the internal rating model. Financial Assets are written off when there is no reasonable expectations of recovery, such as debtor failing to engage in a repayment plan with the Company or where payer/borrower does not have financial capability to repay its debts. Where loans or receivables have been written off, the Company continues to engage in enforcement activities to attempt to recover the receivable dues.
(ii) Provision for Expected Credit Losses
The Company provides for expected credit loss of trade receivables, due from customers and other financial assets based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Whenever required, past trend is adjusted to reflect the effects of the current conditions and forecasts of future conditions that did not affect the period on which the historical data is based, and to remove the effects of the conditions in the historical period that are not relevant to the future contractual cash flows.
Significant Estimates and Judgements Impairment of Financial Assets
The impairment provisions for financial assets disclosed above are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, industry practices, existing market conditions and business environment as well as forward looking estimates at the end of each reporting period.
(B) Liquidity Risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close net market positions. Due to the dynamic nature of the underlying business, the Company’s treasury maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing facilities as below) and cash and cash equivalents on the basis of expected cash flows. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring Balance Sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.
(i) Maturity of Financial Liability
The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for:
• all non-derivative financial liabilities, and
• net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.
The amounts disclosed in the table are the contractual cash flows, balances due within 12 months and more than 12 months.
(C) Market Risk
(i) Foreign Currency Risk
The Company is exposed to foreign exchange risk arising from foreign currency transactions primarily with respect to the USD and EUR. Foreign exchange risk arises from recognised assets and liabilities denominated in a currency that is not the Company’s functional currency (Rupees ). The risk is measured through the expected foreign currency cash flows based on the Company’s receipt and repayment schedule for recognised assets and liabilities denominated in a currency other than “Rupees” . The objective of the hedging is to minimize the volatility of the INR cash flows of such recognised assets and liabilities.
Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.
Level 2: Inputs other than quoted price included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
The fair value of financial instruments that are not traded in an active market is determined using market approach and valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Derivatives are valued using valuation techniques with market observable inputs such as foreign exchange spot rates and forward rates at the end of the reporting period, yield curves, risk free rate of returns, volatility etc., as applicable.
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparty.
The fair value of trade receivables, trade payables and other current financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature. Where such items are non-current in nature, the same has been classified as Level 3 and fair value determined using discounted cash flow basis. Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as the best estimate of fair value.
(ii) Valuation technique used to determine Fair Value
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or dealer quotes for similar instruments
- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the Balance Sheet date
(iii) Fair value of the Financial Assets and Liabilities measured at Amortised Cost
The Management considers that the carrying amount of finanicial assets and liabilities recognised in the financial statements and carried at amortised cost approximates their fair value as on 31st March, 2025 and 31st March, 2024.
*In earlier years, the Company had entered into a put option agreement with EIG(Mauritius) Limited, who invested in one of its subsidiary companies. In order to exercise the put option, the Investor submitted its request for Arbitration to the International Chamber of Commerce Court, Singapore. The Arbitrator issued a dissenting opinion requiring the company to pay damages amounting to Rs 21,102.69 Lacs (including interest) and legal cost. Thereafter Corporate Insolvency Resolution Process “CIRP” has been initiated against the Company. Hence, EIG (Mauritus) Limited had filed its claim to IRP/RP on 17th May 2022 and accordingly the liability of Rs. 7,773.61 Lakhs along with interest of Rs. 888.94 Lakhs has been booked and remaining amount of Rs. 13,056.93 Lakhs has been considered as Contingent liability included in 'Claims against the company not acknowledged as debt'.
In view of Company’s admission under CIRP all existing civil legal proceedings will be kept in abeyance being under moratorium u/s 14 of the Insolvency and Bankruptcy Code, 2016 till the conclusion of CIRP. Therefore, no impact has been considered in the Financial Statements till the date of Implementaton of Plan. (Refer Note 39 to Note 41)
Details of Corporate Guarantees given covered under Section 186(4) of the Companies Act, 2013:-
b.Tata Capital Financial Services Limited (TCFSL), one of the Non-Convertible Redeemable Preference Shareholders of the Company has preferred commercial arbitration petition during the year demanding redemption of Non-convertible Redeemable Preference Shares due to breach of various financial covenants therein for their outstanding balance of Rs. 2,831.63 Lakhs along with 100% liquidation damages which is disputed by the Company. The Arbitrator has issued interim directions to deposit an amount of Rs 2,831.63 Lakhs in Specifically designated Escrow Account or alternatively furnish an unconditional and irrevocable bank guarantee of such amount. The order also restrained an Injunction of any dealing of share of Mcnally Sayaji Engineering Limited which is pledged against the loan. Further, the Company submitted an affidavit, the details of all its assets , properties (Movable or immovable) which are restrained for any dealing , transfer and disposal of assets. Further, TCFSL had filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the IBC”) before the National Company Law Tribunal (“the NCLT”’) to initiate Corporate Insolvency Resolution Process (“the CIRP”) against the Company. The NCLT has dismissed the application filed by the TCFSL not being a financial creditor as per the provisions of the IBC. Further, TCFSL had filed an application with (“the NCLAT). As per NCLAT order dated 17.08.2022, the appeal has dismissed as withdrawn granting liberty to raise any legally permissible contentions at appropriate stage.
c. The Director General of GST Intelligence (DGGI) Kolkata had conducted investigation in 2019-20 at the Corporate Office of the Company and denied Input Tax Credit of Rs. 945.04 Lakhs and also denied Input tax Credit of Rs 200.00 Lakhs in 2020-21 availed by the Company. Pending adjudication of the matter, the Company has included the Input Tax Credit in Note 10 under Balance with Statutory/Government authorities. During the year, the department has conducted audit for F.Y. 2017-18 and provided its observations thereon. Further proceedings in this matter has been kept in abeyance till the conclusion of CIRP as moratorium is applicable u/s 14 of the Insolvency and Bankruptcy Code, 2016 .
It is not practicable to estimate the timing of cash outflows if any, in respect of the above matters pending resolution of the arbitration/appellate proceedings.
Note 31: Excess Remuneration paid to Key Managerial Personnel
On 13th December 2022, the term of the Managing Director of the company had expired and the company has not appointed the Managing Director or Manager in their place after the expiry of their term. Therefore, the company had not paid or liable to pay any sum of remuneration to the KMP of the company. However, as per section 197(17) the company has no need to taking any approval from the lender and shareholders in the current year.
Refer Note 25(A)(ii) for Loss Allowances on Trade Receivables
Sale of equipments and contract revenue in respect of construction contracts as reported in this accounts is in proportion to the actual costs incurred on such contracts to their estimated cost. Here costs represent actual costs incurred inclusive of future losses based on estimates of future costs of all on going projects made by the engineers of the Company and such estimates are verified independently and certified by a Chartered Engineer. Unbilled revenue represents such contract sales values less actual billing done on the basis of costs incurred.
The Company has made provision, as required under the Indian Accounting Standards, for material foreseeable losses on long term contracts.
The Company has made revisions in the cost to complete certain projects during the year as part of their periodical review of cost estimates.
The Company had entered in September 2003 a joint venture agreement with Elsamex S.A. whereby officially it was appointed as a subcontractor in “West Bengal Corridor Development Project - Improvement of Gazole Hilli Section of SH 10 with a link to Balurghat from Patiram,” (the project). However consequent to considerable delay in execution of the project the Public Works Department of Government of West Bengal (PWD) had unilaterally terminated the contract in January 2006. The Company and Elsamex S.A. felt that such delay in execution was due to the inability of PWD to hand over the stretch of encumbrance free land for widening of road and non-availability of construction drawings on time by PWD. The Company had a legitimate claim of Rs. 1,517 lakhs towards receivable and Rs. 1,133 lakhs on account of deposit against Performance Guarantee. Elsamex S.A. moved to arbitration and had claimed an amount of Rs. 7,334 lakhs including an additional claim on consequential losses as per guidelines of “Federation Internationale Des Ingenieurs- Conseils” (FIDIC). Arbitral Board in their meeting held on 25th October, 2010 upheld Elsamex S A's claim and gave its award in their favour. Under the award, a total amount of Rs. 3,535 Lakhs is receivable by the Company. A claim has already been lodged with PWD. PWD preferred to challenge the verdict of the Arbitrators and has appealed to the High Court in January, 2011 for a stay in the matter of payment of award money. The matter is still pending for hearing.
"Pursuant to the application bearing C.P (IB) No. 891/KB/2020, filed by one of the Financial Creditors of the Company with the National Company Law Tribunal, Kolkata Bench (the "NCLT") under section 7 of Insolvency and Bankruptcy Act, 2016 vide Order dated 29.04.2022 directed the initiation of Corporate Insolvency Resolution Process (CIRP) against the Company. CA Anuj Jain (IBBI/IPA-001/IP-P00142/2017-18/10306) was appointed as the Interim Resolution Professional (IRP). Thereafter, CA Ravi Sethia (IBBI/IPA-001/IP-P 01305/2018-2019/12052) was appointed as the Resolution Professional (RP) vide NCLT Order dt.26.08.2022. Upon commencement of CIRP, the powers of the Board of Directors of the Company stood suspended and the management of the Company remained vested with the IRP/Resolution Professional (RP).
A Committee of Creditors (CoC) was constituted on 18.05.2022 and based on the collation of all claims by the IRP, a report was submitted to the NCLT. The CoC was further reconstituted from time to time by the IRP/RP (such reconstitution having taken place last on 29.12.2022) and intimation filed with the Hon'ble NCLT, Kolkata Bench.
The Resolution Plan of one of the Resolution Applicants received the CoC approval by the requisite majority, in terms of the Insolvency and Bankruptcy Code, 2016 and the CoC authorised the RP to issue the Letter of Intent in terms of the request for Resolution Plan and thereafter submit the application before the Hon'ble NCLT for final approval of the Resolution Plan. The application was submitted before the NCLT on 03.08.2023.
The Hon'ble NCLT approved the Resolution Plan of one of the resolution applicants, namely M/s BTL EPC Limited, the Successful Resolution Applicant ("SRA") vide Order dated 19.12.2023 and a Monitoring Committee ("MC"), replacing the CoC, was formed in accordance with the said Order (the "Approved Resolution Plan"). Since, the Approved Resolution Plan could not be implemented within the "effective date" i.e 17.02.2024 owing to uncontrollable challenges faced by the SRA, the MC filed an application with the Hon'ble NCLT to seeking appropriate directions and recourse with respect to the approved Resolution Plan. On 3rd December 2024, Hon'ble NCLT passed a subsequent order granting extension of the "effective date" for the implementation of the Resolution Plan up to 21 days from the date of uploading the NCLT Order i.e. up to 06.01.2025.
BTL EPC Limited, the SRA nominated Mandal Vyapar Private Limited ("MVPL") as its Special Purpose Vehicle ("SPV") which was noted at the 5th Monitoring Committee meeting held on 16th December, 2024 for the purpose of implementing the approved Resolution Plan.
In terms of the approved Resolution Plan, the SRA was required to disburse payments in three tranches. As of March 31, 2025, the SRA had disbursed the first tranche and a part of the second tranche. These Financial Statements have been prepared basis the payment of tranches mentioned hereinabove. The MC on receipt of the tranche amount had been distributed the same to the respective claimants in accordance with the approved Resolution Plan.
At the 12th MC Meeting held on 12th February 2025, the SRA indicated its inability to honour the 2nd tranche payment on the scheduled date and agreed to make a partial payment immediately, and the balance amount on/before 10th March 2025 with interest for the delayed payment. However, at the 13th MC Meeting held on 13th March 2025, SRA informed that the funds have not been infused owing to procedural delays at its end. At the 15th MC Meeting held on 27th March 2025, the SRA reiterated that while it was keen to make balance tranche payments, certain challenges had caused delays in the infusion of funds. Accordingly, the SRA requested the MC Members to allow additional time and extend their support until 30th June 2025 to make the balance payment along with interest. Subsequently, the SRA filed Interlocutory Application No. 1908134/01611/2025 dated 22nd April 2025 before the Hon’ble NCLT seeking extension of time till 30th September 2025 for payment of the outstanding tranches. As on the date of approval of these Financial Statements, the application is under consideration of the Hon’ble NCLT
Upon implementation of the Resolution Plan, the entire existing share capital of the Company stood extinguished and cancelled to the extent of 95% in accordance with the terms set forth in the Resolution Plan. Subsequent to such extinguishment, the Company has issued fresh equity shares to Mandal Vyapar Private Limited (acting as the Special Purpose Vehicle nominated by the Successful Resolution Applicant) and the Assenting Financial Creditors. As per plan, SRA has to pay Re. 0.01 per share to all the existing shareholders as a “goodwill gesture” amounting to Rs. 21.16 Lakhs which is transferred to a separate escrow account for payment to existing shareholders.
The Company has duly complied with all applicable legal and regulatory requirements, including but not limited to those prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has filed all requisite forms and disclosures with the Bombay Stock Exchange (BSE), National Stock Exchange (NSE) and Ministry of Corporate Affairs relevant to the allotment and listing of the newly issued equity shares. And is awaiting approval from the respective stock exchange.
By virtue of implementation of the Resolution Plan, Mandal Vyapar Private Limited as on 31st March 2025 holds 300,00,000 equity shares of nominal value Rs. 10 each of Mcnally Bharat Engineering Company Limited constituting 90% of its paid up share capital and hence, a holding company of the latter.
As per the approved Resolution Plan read with the NCLT Order dated 3rd December 2024, the SRA was required to pay the agreed consideration in 3 (three) tranches at the scheduled dates. The SRA having paid the first tranche in full and a part of the second tranche, the Monitoring Committee proportionately distributed the amount as under:
The above amounts have been adjusted with the existing liabilities admitted by the Resolution Professional.
In accordance with the Resolution Plan, the Company was required to disburse payments against admitted claims to the extent of the funds received. However, the full settlement has not yet been completed and therefore, the balance unutilized funds have been maintained in an escrow account held by the Company. This balance is presented under 'Other Bank Balances’ in the Financial Statements.
After the date of approval of the Resolution Plan, a Bank Guarantee amounting to Rs. 275.34 Lakhs was invoked by a customer. The related cost has been duly recognized in the Company’s books and funded entirely through internal accruals. In accordance with the provisions of the Plan, this shall be treated as a payment made to secured financial creditors, under the protection extended by the SRA.
The Company’s ability to continue as a going concern is dependent upon many factors including continued support from the financial creditors, operational creditors, customers, and successful implementation of resolution plan respectively. In view of the opinion of the management, resolution and revival of the Company is possible in the foreseeable future and the monitoring committee shall also endeavor to protect and preserve the value of the property of the corporate debtor and manage the operations of the corporate debtor as a going concern till the effective date yet to be identified by the resolution applicant. Accordingly, the financial statements of the company have been prepared on going concern basis.
There shall be moratorium under section 14 of the Insolvency and Bankruptcy Code, 2016 till the effective date of the NCLT order under sub-section (1) of section 31 of the IBC or till the adjudicating Authority passes an order for liquidation of corporate Debtors under section 33 of the IBC, as the case may be. The reolution plan is yet to be implemented. The company had received regulatory Enquiries/Notices/Summons/Show-Cause/Demand/Orders from various government authorities such as Goods and Services Tax, Income Tax. In view of Company’s admission under CIRP all existing civil legal proceedings will be kept in abeyance as moratorium u/s 14 of the Insolvency and Bankruptcy Code,2016 is applicable till the effective date of the NCLT order. Therefore, no impact has been considered in these statements till the date of Implementation of Plan.
The Holding Company has been categorised as Non Performing Asset by the lender banks and majority of the lender banks have stopped debiting interest on their outstanding debts as per the Prudential Norms on Income Recognition issued by the Reserve Bank of India. Accordingly, the Holding Company has not recognised interest expense on Bank borrowings and Inter-Corporate Borrowings till 31st March, 2022. In the previous year, the holding company has recorded interest expense till 31st March, 2024 on bank borrowing and inter corporate deposits based on the claims filed with the RP and Memorandum Statements, if provided by the bank. For the remaining, the holding company has charged interest assuming 16% rate of interest compounded quarterly.
In the current financial year the Holding company has provisionally accounted for interest amounting to Rs. 83,806.02 Lakhs on the oustanding borrowings from under the head Finance Costs.
The operational creditors have also submitted claims to the IRP/RP amounting to Rs. 53,320.16 lakhs, out of which RP has provisionally admitted claims of Rs. 18,401.82 lakhs, as on 21.01.23 but reconciliation thereof with books is under process, which will be taken into records appropriately once reconciliation and settlement with creditors is complete.
Trade Receivables, Other Current Assets and Other Financial Assets are subject to confirmation and reconciliation from respective parties and consequential reconciliation, outcomes of pending arbitration/settlements of claims and adjustments arising therefrom, if any. The management, however, does not expect any material variation, Management is also hopeful for recovery/realisation of trade receivables which include Rs. 27,052.24 Lakhs under Arbitration/ Proposed Arbitration in the normal course of business, hence no impairment has been considered at this stage.
On January 6, 2025, the Company reconstituted its Board in accordance with the NCLT order, marking the cessation of office for the previous directors. The newly constituted Board appointed directors and formed the statutory committees as required under the Companies Act, 2013.
Pursuant to the approval and ongoing implementation of the Resolution Plan and after due assessment of the recoverability of outstanding balances, Management assessed the balances lying in the books and having significant doubts on its realisability considered that appropriate provisions/impairments should be made in that regard. Hence, necessary provisions were made as a precautionary measure ensuring that the financial statements reflect a true and fair view of the Company’s financial position. The provisions are disclosed under the head - Other Expenses in the Statement of Profit and Loss.
In June 2024, the Company filed application with Stock Exchanges, seeking waiver of SOP fines levied under the SEBI LODR Regulations and paid necessary processing fees in this regard. The matter is currently under review by the respective stock exchanges. The company also filed an application with the Hon’ble NCLT, Kolkata in October 2024 seeking exemption from the said SOP fines. The matter is posted for hearing by NCLT 16th June 2025.
Other Statutory Information
(i) There is no immovable property held in the name of the Company during the year.
(ii) The Company does not have any Benami property, where any proceeding has been initiated or is pending against the Company for holding any Benami property.
(iii) The Company does not have any transactions with Companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956, during the year.
(iv) The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender.
(v) Borrowings from bank and financial institution has been classified as Non-Performing Assets. So, filing of quarterly statements are not required.
(vi) The Company does not have any charge or satisfaction of charge, which is yet to be filed with ROC beyond the statutory period.
(vii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(viii) The Company has not advanced or loaned to or invested funds in any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding that the intemediary shall:
(a) directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(ix) The Company has 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:
(a) directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(x) The Company has no such transaction unrecorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessment under the Income tax Act, 1961 such as , search or survey or any other relevant provision of the Income Tax Act, 1961.
There are no significant subsequent events that would require adjustments or disclosures in the Standalone Financial Statements as on the date of approval of these Standalone Financial Statements.
The Company has used accounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same were operating throughout the year for all relevant transactions recorded in the softwares, except that audit trail feature is not enabled at the database level to log any direct data changes and in case of modification by certain users with specific access. Further there was no instance of audit trail feature being tampered with respect to the accounting softwares.
Previous year’s figures have been regrouped/ reclassified wherever necessary to correspond with the current year’s classification/ disclosure.
Signature to Note 1 to 51
As per our report of even date
For V. Singhi & Associates For McNally Bharat Engineering Company Limited
Chartered Accountants
Firm Registration Number: 311017E
(Aniruddha Sengupta) (Pradip Kumar Bishnoi) Partha Sarathi Bhattacharyya
Partner Director Director
Membership Number: 051371 DIN 00732640 DIN 00329479
Place : Kolkata (Rajendra Mohan Mathur) (Rupayan Majumdar) (Indrani Ray)
Date : 22nd May 2025 Chief Executive Officer Chief Financial Officer Company Secretary
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