IRB Infrastructure Developers Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2020
Auditor and Management Disclosures and Notes for the annual results dated 31 Mar 2020
1. The Company is engaged in the business of road infrastructure development. The Company secures contracts by submitting bids in response to lenders, in terms of which it is required to form Special Purpose Vehicle ("SPV") companies ("subsidiary companies51) to execute the awarded projects. In so conducting its business, its revenues include income from road infrastructure projects, dividends from its subsidiaries/ mutual funds and other income.
2. As permitted by paragraph 4 of Indian Accounting Standard (Ind AS) 108, "Operating Segments", notified under Section 133 of the Companies Act, 2013, read together with the relevant rules issued thereunder, if a single financial report contains both consolidated financial statements and the separate financial statements of the parent, segment information need to be presented only on the basis of the consolidated financial statements. Thus, disclosure required by Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 on segment wise revenue results and capital employed are given in consolidated -financial results.
3. The audited results for the year ended March 31, 2020 have been reviewed by the Audit Committee at their meeting held on June I 8, 2020 and thereafter approved by the Board of Directors at their meeting held on June 1 8, 2020, The joint statutory auditors have expressed an unqualified audit opinion,
4. The figures of the quarter ended March 31, 2020 and the corresponding quarter ended in the previous year as reported in this financial results are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures upto the end of the third quarter of the relevant financial year. Also, the figures upto the third quarter had only been reviewed and not subjected to audit.
5. Note on Covid-19:
The Outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. Operations at all toll plazas of the various Project SPVs across the country had been closed down w.e.f 26th March, 2020 till 19th April, 2020 midnight. This was done as per the directives issued by Ministry of Road Transport & Highways (MoRTH)/ National Highway Authority of India (NHA1), in accordance with the MHA guidelines about commercial and private establishment in the wake of COVID-19 pandemic. The construction activities of the Company were resumed gradually in the phased manner as per the directives issued by N11AI and by ensuring compliance with preventive measures in terms of guidelines/ instructions issued by Govt, of India to contain spread of Covid -19. The Company has availed the relief provided by its lender by way of moratorium on certain principal repayments.
The Company believes the current level of operations are temporary in nature and based on the various initiatives announced by the respective Central and state governments, and therefore this may not result in any significant financial impact on the Company. The management has considered internal and external sources of information up to the date of approval of these standalone financial results, in assessing the recoverability of investments and assets, liquidity, financial position and operations of the Company including impact on estimated construction cost to be incurred towards projects under execution and based on the management's assessment, there is no material impact on the standalone financial results of the Company.
Considering the uncertainties involved in estimating the impact of this pandemic, the future impact of this pandemic may be different fromi those estimated as on the date of approval of those standalone financial results, and this will continue to be monitored in future periods.
6. Issue of Non-convertible debentures
After the reporting date, the Company has issued Non-convertible debentures as under:
o 9,55% Secured, Redeemable, Listed, Rated Non-Convertible Debentures of face value of Rs, 10 lakh each, for cash at par, aggregating to Rs. 200 Crores on a private placement basis.
o 9.55% Secured, Redeemable, Listed, Rated Non-Convertible Debentures of face value of Rs. 10 lakh each, for cash at par, aggregating to Rs. 300 Crores on a private placement basis,
o 10% Secured, Unlisted, Unrated, Non-Convertible Debentures of face value of Rs, 10 lakh each, for cash at par aggregating to Rs. 750 Crores on a private placement basis.
Since the above debentures are issued after reporting date, disclosures pursuant to Regulation 52(4) of the SERI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be complied from the quarter ended June 30, 2020.
7. Pursuant to the Share Purchase Agreemenl(s) executed between the Company and IRB Infrastructure Trust ('Trust'), the investment in nine subsidiary companies has been transferred to the Trust with effect from February 26, 2020. The Company holds 5 3% stake in I rust and has a joint control over the Trust. Pursuant to the Share Purchase Agreement(s). The Company has also transferred 49% investment in MMK Toll Road Private Limited i.e. Subsidiary Company to Affiliate of GIC. The Company has recorded a loss of Rs 164.85 Lakhs on loss of control in such erstwhile subsidiaries which is included under exceptional items,
8. The Board of Directors at its meeting held on June 18, 2020 has proposed final dividend of Rs. 5 per equity share.
9. In accordance with Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Statutory Auditors of the Company have carried out annual audit of the above results.
10. The Company elected to exercise the option permitted under section 1I5BAA of the Income-tax Act, 196) as introduced by the taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognised Provision of Income Tax for the year ended March 31,2020 and re-measured its Deferred Tax Assets basis the rate prescribed in the said section.
Virendra D. Mhaiskar Chairman and Managing Director