1.1 Rights of Shareholder :
Every Shareholder is entitled to Dividend when declared. The other
rights are governed by the Articles of Association of the Company and
the Companies Act, 1956.
2) In terms of "Accounting Treatment" referred to in the Scheme of
Arrangement sanctioned by the Bombay High Court in its Order dated 6th
March, 2009, the following accounting entries were made in the
accounts.
(a) Land, Building and Plant & Machinery, other Assets & Liabilities
were revalued / reviewed as on 1st January, 2009 at their fair market
values in respect of the Company and the erstwhile subsidiary and the
notional appreciation representing the difference between the revalued
values and their original cost amounting to Rs. 222.47 Million (net)
was credited to General Reserve which otherwise would have been taken
to Fixed Asset Revaluation Reserve during F.Y. 2008-09.
(b) Arrears of Deferred Tax Asset of Rs.121.15 Million relating to
pre-merger period has been deducted from the above General Reserve
instead of recognizing in the Profit and Loss Account during F.Y. 2009
- 10.
The above treatment is however at variance with the Accounting Standard
Nos. 10 and 22 and the Generally Accepted Accounting principles, and
the General Reserve is not an appropriation out of profits, available
for dividend.
3) Going Concern
The company has incurred loss of Rs. 1,710.57 Million for the year
ended March 31,2014 and its negative net worth was Rs. 570.87 Million
as on 31st March 2014. Notwithstanding the same, the accounts have been
prepared on principles applicable to Going concern on account of the
following :
a) Company is having large Receivables amounting to Rs. 2,488.67
Million as on March 31,2014. The Management is confident of realizing
the same.
b) Infusion of funds by prospective investor.
c) Restructuring of loans by lenders.
4) The Company has obtained necessary permission from the Registrar of
Companies, Pune vide their letter dated 19th September 2014 for holding
Annual General Meeting on or before 27th December 2014 for approval of
Annual Accounts.
5) A Bank Guarantee of Rs. 191.65 Million was invoked by a Customer in
August 2012 and the same was contested before the High Court of Punjab
& Haryana at Chandigarh. The matter has been referred for Arbitration.
A Presiding Arbitrator, mutually agreed to by both parties, has been
appointed and arbitration proceedings are expected to commence shortly.
6) The Company is engaged in execution of Mechanical and Electrical
projects in the engineering industry. The Company had also put up a
metal fabrication unit at Durg, Chattisgarh state for manufacturing
customized metal components.
7) Company has classified Term Loans, Cash Credits and other facilities
availed from Banks in "Other Current Liabilities".
8) UB Ostan (India) Private Limited, a joint-venture in which the
company has a 35 % stake, has not yet commenced operations. No
financial results have been prepared for UB Ostan (India) Private
Limited, hence there is no impact on accounts of the Company.
Additionally, the accounts of the company are not considered for
consolidation under AS 27.
9) The Company has Service Tax outstanding dues of Rs.353.10 Million
upto December 31, 2013 and for payment of these dues, company is taking
all efforts. Delayed Interest Provisions up to March 31,2014 has been
considered in the books.
Statutory Dues aggregating to Rs. 495.00 Million outstanding as on
31.03.2014 comprising of Service Tax, T.D.S, Indirect Taxes, Provident
Fund, Gratuity etc.
10) Receivables
Recoverability of sums withheld by various clients as liquidated
damages for various projects aggregates to Rs. 150.81 Million. The
management is of the opinion that the above liquidated damages and
other receivables are fully recoverable.
11) The Company has following exposure in foreign currencies -
1. Bank Account - Nepalese Rupee - 14,215.51.
2. EEFC Bank Account - Euro 2,611.48
3. Imported Letter of Credit opened with Axis Bank - GBP 111,414 and
Corporation Bank - GBP 8,185
The Company has not taken hedge cover for the above amounts and has not
entered into speculative derivative transactions.
b. With regard to disputed Sales Tax demands pending in various states,
the Management is of the view that demands are not sustainable and
hence no provision is presently considered necessary. Against above
demands conservative provision of Rs. 16.50 Million till date, has
been made in the books.
c. Cases filed by employees separated from the company in respect of
their dues and such amounts has been considered as Contingent Liability
and included in Note No. 29 a.V above.
In one of the cases above, a demand for Rs. 1.28 Million has been
decided against the Company , against which Rs. 1.00 Million has been
deposited in the Court in December 2013.
Several cases filed by Ex-employee on various grounds, have not been
included in the above, as the amounts in such cases are not
quantifiable.
12) Employee Benefits :
The Company has made provision in the accounts for liability of
Gratuity and Leave encashment based on Actuarial Valuation, but has not
funded the amounts. The particulars under the AS 15 (revised) furnished
below are those which are relevant and available to the Company for
this year.
13) a) Liability towards Gratuity, Superannuation and Employee's
Deposit Linked Insurance has been fully provided in the accounts.
Unfunded liabilities as at March 31, 2014 were Gratuity Rs.36.14
Million (Previous year - Rs.38.64 Million ), SuperannuationRs. 47.65
Million (Previous year - Rs. 45.51 Million ), Employee's Deposit
Linked Insurance Rs. 6.98 Million ( Previous year Rs. 6.50 Million ).
Out of above amounts, Gratuity is being paid by the Company, as and
when claimed by the employees. As on March 31, 2014 Gratuity of Rs.
7.14 Million claimed by employees is remaining unpaid.
b) Present Valuation of Leave Encashment obligation as determined by
Actuarial valuation is Rs. 12.50 Million, against which no funding is
done, though fully provided for and dues are being paid as and when
arises.
c) Provision in respect of separated employees towards Final Dues
payable has been made till date to the extent of Rs. 19.00 Million
which in opinion of management is reasonably adequate.
14) Balances under the head Loans and Advances, Other Current Assets (
Other Deposits ), Trade Receivables and Trade Payables are taken as per
books and are subject to confirmation. In the opinion of the
Management, these are realisable in the ordinary course of business at
the values stated.
15) The Company has consistently not been disclosing the details of
contract cost under broad natural heads, being a sensitive matter. To
this extent there has been a variance with the generally accepted
accounting principles.
16) Bank balances include:
(a) Fixed Deposits with Banks Rs.46.21 Million ( Previous year Rs.64.92
Million ) lodged as margin money deposits. Interest Income of Rs. 2.56
Million for F.Y. 2013- 14 is being negotiated with bank and not accrued
in the books.
(b) Balances with Indian Scheduled Banks in foreign currency account
Rs. 0.21 Million (Previous year - Rs. 0.18 Million ).
Maximum Balance during the year Rs. 0.01 Million ( Previous year -
Rs.0.38 Million ) in Foreign Currency.
17) Events subsequent to Balance Sheet date :
Post 31st March 2014 various bank guarantees aggregating to Rs. 353.44
Million issued by the Company towards performance / mobilisation
advance / security invoked by various clients / vendors.
Devolved Letters of Credit issued to vendors as on March 31,2014 was
Rs.113.14 Million. As on date the same has increased to Rs. 237.71
Million due to continuing difficult financial conditions.
18) Two numbers creditors winding up petitions have been filed in
Bombay High Court and consent terms have been filed.
Claims by Micro and Small and Medium enterprises totaling Rs. 5.66
Million along with applicable interest, is filed against the company
and is being suitably represented.
19) Segment Reporting :
The Company has classified Operations into two Primary Business
Segments i.e. Mechanical Erection and EPC Electrical , besides
fabrication contracts which is a reportable segment and two Secondary
Segments i.e. Domestic and Overseas , in accordance with the
requirement of AS 17 - Segment Reporting issued by the Institute of
Chartered Accountants of India.
Secondary Segment Reporting:
With regard to Secondary segment ( Domestic and Overseas ), there are
no Overseas Operations during the year.
20) Related Party Disclosures :
a) Names of related parties and description of relationship
i) Associate Companies:
United Breweries (Holdings) Limited, Bangalore
UB Infrastructure Projects Limited, Bangalore
Kingfisher Finvest India Limited, Bangalore
UB Ostan ( India ) Private Limited , Mumbai
ii) Subsidiary Companies:
UB Infrastructure Limited, Pune
Bhopal-Berasia-Sironj Highway Private Limited, New Delhi (Step down
subsidiary) Sendhwa-Khetia Road Development Company Private Limited,
Pune (Step down subsidiary)
iii) Directors / Key Management Personnel:
Mr. J.K.Sardana - Managing Director
21) Additional information pursuant to the provisions of Para 3,4C and
4D of Part II of Schedule VI to the Companies Act, 1956 is not given as
construction being service activity is not covered under Para 3(ii) (C)
of Schedule VI to the Companies Act, 1956.
22) Managerial Remuneration:
Although, the remuneration is in excess of limits with reference to
Schedule XII Companies Act, 1956 but is permissible under the
Notification No. GSR 534 (E) 14, 2011 issued by Ministry of Corporate
Affairs; and approval of shareholders . previous Annual General
Meeting held on 27th Sept. 2013.
23) Deferred Taxation:
As a matter of prudence, additional Deferred Tax asset during the year
is not considered.
24) Previous year figures have been reclassified / regrouped / restated
wherever necessary to conform to Schedule VI ( as amended) of the
Companies Act, 1956.
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