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Petron Engineering Construction Ltd. - Quarterly/Annual Result Disclosures and Notes dated 30 Jun 2018

Auditor and Management Disclosures and Notes for the quarterly results dated 30 Jun 2018

1. The Hon'ble National Company Law Tribunal (NCL T), Mumbai Bench, had admitted the petition filed by an operational Creditor for initiating Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC) vide its Order dated March 23, 2018 and appointed Mr. Rajeev Mannadiar as the IRP. Pursuant to the said order of NCLT and in line with the provisions of IBC presently all the powers of the Board of Directors are exercised by the IRP during the tenure of appointment.

IRP took cootTol of the management and operations of the Company w.e.f April 11, 2018. A Public announcement was made on April 13, 2018 and a Committee of Creditors (CoC) was formed on May 4, 2018 under Section 21 of the IBC. Pursuant to the order passed by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench on 6.08.2018 appointed Mr. Udayraj Patwardhan, as the Resolution Professional(RP) ,who took charge w.e.f. 09th Aug 2018 in place of CA Rajeev Mannadiar ( IRP) . Consequent to the resignation of all the Directors or the Company prior to the Order of NCLT, at present there are no members in the 80ard of Directors. Hence, the above results have been considered and signed by the RP for filing with the Stock Exchanges.

As the CIRP is currently in progress and Resolution Professional is running the Company as a going concern as stipulated by law. Financial statements have been prepared on 'going concern' basis.

In response to the 'Expression of Interest (EDI)' published on 15th June, 2018, inviting prospective Resolution Applicants to submit Resolution Plan for the Company, two entities viz., M/s. ESL Engineering Services DMCC, UAE., and M/s. RPMG Investment LLC, UAE., have submitted their EOI as on the last date of receipt of EOI, i.e., 07/07/2018.

In response to the second 'Expression of Interest' (EO I) published on 19th July, 2018, as per the decision of the Committee of Creditors (CoC) in their meeting held on 13th July, 2018, one more entity namely, M/s. GHV (India) Pvt. Ltd., Mumbai, has submitted its EOI as on the last date of receipt of EOI I.e. 2nd August. 2018.

2. The figure for the quarter ended March 31, 2018 are the balancing figures between audited figures in respect of full financial year ended 31st March 2018 and unaudited year to date figure up to December 31, 2017.

3. The Company is primarily engaged in the business of "Engineering. Procurement & Construction" and operates in a single business segment based on the nature of the products and services, the risks and returns etc. Accordingly, these financial results have been prepared for this single segment.

4. The Auditors of the Company have carried out "Limited Review" of the above financial results for the quarter ended 30th June, 2018.

5. The Company has adopted Ind AS 115 "Revenue from Contracts with Customers" w.e.f 1 April, 2018,. The effect of adoption of lnd AS 115 is insignificant on these financial results.

6. The Auditors have commented on
For Table, kindly refer Corporate Announcements on www.bseindia.com.

7. Revenue for the quarter includes Rs.2,288.87 lacs in respect of certain contracts work which have not been certified by the parties/customers. Management is confident that there would not be any material variation on final billing / acceptance of work by the customers and amount is fully realisable.

8. Due to continuous losses and liquidity constraints, the Company has not been able to make payments, including due instalments of borrowings, and outstanding interest obligations, both in respect of term loans and working capital facilities_ Accordingly, there were delays/ defaults in repayment There are certain overdue amounts as at 30th June 2018. All banks have classified the accounts as Non Performing Assets (NPA) and some banks
have given loan recall notice for the outstanding loan amount.

9. During the financial year 2017-18 Mr. Manoj Kumar Gaur was appointed as Managing Director for a period of3 years w.e.f. November 1, 2017, subject to the approval of shareholders but resigned w.e.f. February 14, 2018. However, prior approval of secured creditors has not been obtained before his appointment as per the provisions of Section II of Part LI of Schedule V of the Companies Act, 2013, although intimation to the banks have
been made regarding his appointment.

10. Subsequent to the reporting date. two of the customers have encashed Perfonnance Bank Guarantee (PBG) ofRs. 814.74 lacs . The company's management /RP are in the process of discussion with the customers and also initiated the proceedings through NCL T to recover performance bank Guarantee amount which in the opinion of the Company erroneously encashed. The company's management /RP feel that it has creditable case in its favour through Order from NCL T/Arbitration in case of said PSG. In view of stated facts, no adjustments have been carried out in the accompanying statement/results.

11. In view of continuous losses no Deferred tax assets (net) has been recognised in the current period/quarter.

12. The previous period figures have been regrouped/rearranged / recast to make them comparable with that of current period wherever necessary.

Udayraj Patwardhan
Resolution Professional