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Notes to Accounts of HB Estate Developers Ltd.

Mar 31, 2015

1. SHARE CAPITAL

Equity Shares having par value of Rs. 10/ .Each holder of Equity Shares is entitled to One vote per share. The dividend Proposed, if any,by the Board of Directors is subject to approval of the Shareholders in the ensuing Annual General Meeting. In the event of the Liquidation of the company,the holder of equity shares will be entitled to receive any of the remaining assets of the company,after distribution of all Preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. Equity Shares include 40,95,995 (Nil) Equity Shares of Rs. 10 each fully paid up, issued and allotted pursuant to Scheme of amalgamation of erstwhile Pisces Portfolios Pvt. Ltd. with the company.

- Reconcilation of the number of Equity Shares outstanding and Amount of Equity Share Capital as on 31st March 2015 & 31st March,2014 is as under:

Preference Shares having par value of Rs. 100/- were alloted on 29th March 2013.The Preference Shares carries 9% coupon rate of dividend (non-cumulative).The holders of Preference Shares shall not be entitled to receive notice of or to attend and vote at General meetings of the Equity Shareholders of the Company .The holders of Preference Shares shall be entitled to attend meetings and vote (one vote per share) only on the Resolutions directly affecting their rights. Also the Preference Shareholders shall not be entitled to any bonus or right issue etc. of Equity Shares or other securities of the Company. The Preference Shares shall carry a preferential right over the Equity Shares of the Company as regards to payment of dividend and as regards to repayment of the capital in the event of winding up of the Company. The tenure of the Preference Shares will be 10 years from the date of allotment. The Preference Shares will be redeemed at par in two equal installments i.e. 50% at the end of 9th year from the date of allotment and remaining 50 % at the end of 10th year from the date of allotment.

Preference Shares having par value of Rs. 100/- were alloted in March 2015.The Preference Shares carries 9% coupon rate of dividend (non-cumulative).The holders of Preference Shares shall not be entitled to receive notice of or to attend and vote at General meetings of the Equity Shareholders of the Company .The holders of Preference Shares shall be entitled to attend meetings and vote (one vote per share) only on the Resolutions directly affecting their rights. Also the Preference Shareholders shall not be entitled to any bonus or right issue etc. of Equity Shares or other securities of the Company .The Preference Shares shall carry a preferential right over the Equity Shares of the Company as regards to payment of dividend and as regards to repayment of the capital in the event of winding up of the Company. The tenure of the Preference Shares will be 10 years from the date of allotment. The Preference Shares will be redeemed at par at the end of 10th year from the date of allotment.

(1) Vehicle Loan From HDFC Bank

Secured by way of hypothecation of Vehicle Financed. The Rate of Interest is 10% P.A. Repayable in 36 monthly installments. Last installment due in May 2016.

(2) Vehicle Loan From ICICI Bank

Secured by way of hypothecation of Vehicle Financed. The Rate of Interest is 9.75%P.A. Repayable in 36 monthly installments. Last installment due in April 2016.

(3) Term Loans From Yes Bank

Secured by way of exclusive charge on company's hotel land and hotel building situated in sector 44 Gurgaon,exclusive charge on company's land and building situated at Sector 32,Gurgaon,exclusive charge on all present and future moveable fixed assets and current assets of the project (Taj Vivanta Hotel),exclusive charge on rentals,all receivables and other current assets accruing from property located at sector 32,Gurgaon; personal guarantee of director Mr. Lalit Bhasin,Non Disposal Undertaking (NDU) of entire shareholding of the company held by Mr. Lalit Bhasin, negative lien on his entire shareholding in the company for entire tenor of loan facility. The Rate of Interest is 13.50% P.A.

The outstanding Term Loan of Rs. 100 Crore is repayable in 56 monthly installments starting from October 2015 . Last installment due in May 2020.

The Term Loan of Rs. 80 Crore is repayable in 44 Quarterly installments starting from February 2016.Last installment due in November 2026.

(4) Term Loan from Religare Finvest Limited

Secured by way of mortgage of Property at Plot No. BP-8,Feroze Gandhi Road Lajpat Nagar-III,New Delhi belonging to Sh. Lalit Bhasin - director of the company.The Rate of Interest is 13.75% P.A. The total loan tenure is of 101 months. The loan is repayable in 8 annual installments of Rs. 2,67,32,674/- and last installment of Rs. 1,11,38,608/-.

2. Scheme of Amalgamation:

Pursuant to the Scheme of Amalgamation & Arrangement (the "Scheme”) sanctioned by the Honorable High Court of Punjab & Haryana vide its order dated 15-09-2014, Pisces Portfolios Private Limited (herein after referred to as the 'Pisces') merged with the Company with effect from April 1,2012 (the "Appointed Date”). Pursuant thereto the entire business and all the assets and liabilities, duties and obligations of Pisces have been transferred to and vested in the Company with effect from April 1, 2012.

* General Nature of Business of the amalgamating company:

Pisces has been engaged in the business of sale/purchase of securities and financing. The Company was a non-banking financial Company ("NBFC”) registered with Reserve Bank of India.

* Accounting Treatment of amalgamation

The amalgamation is accounted under the "Pooling of Interest' method as per Accounting Standard 14 and as modified under the scheme as under:-

All assets and liabilities (including contingent liabilities),reserves,duties and obligation of Pisces has been recorded in the books of accounts of the company at their existing carrying amounts and in the same form.

The board of directors of company in its meeting held on December 12,2014 alloted 40,95,995/- equity shares of the company of the face value of Rs. 10/- each fully paid up to the shareholders of erstwhile 'Pisces' ranking pari-passu in all respects with the existing equity shares of the company. The shares have been alloted in the ratio of 64 equity shares of the company of Rs. 10/- each fully paid up in lieu of 100 equity shares of Rs. 10/

* each fully paid up of erstwhile 'Pisces'.

* In terms of the scheme,the appointed date of the amalgamation being April 1,2012,net Loss of Pisces during financial years 2012-13 and 2013-14 aggregating to Rs. 17,98,69,994/

* has been tranferred to the Surplus in Statement of Profit and Loss.

As the Scheme has become effective from April 1,2012 ,the figures for the current year includes the operations of 'Pisces'. Accordingly,the figures of current year ended march 31,2015 are after giving effect to the amalgamation,while the comparative figures of previous year are before giving effect to the merger and,hence are not comparable.

3. Contingent liability in respect of:

(a) Property Tax - Rs. 78,21,151/- (Previous year Rs. 78,21,151/-)

The total demand raised by MCD was Rs. 83,85,604/-(Previous Year Rs. 83,85,604/-). Against this, the company deposited the admitted liability of Rs. 5,64,453/-(Previous Year Rs. 5,64,453/-). For the balance amount of Rs. 78, 21,151/- the company had filed a Writ Petition before the Hon'ble Delhi High Court. The company had also filed a stay petition before the Hon'ble High Court praying for stay for the payment of aforesaid amount of Rs. 78,21,151/-. As per direction of Hon'ble Court the company paid a sum of Rs.10,18,477/-against the aforesaid demand and for the balance amount the company had been granted stay. The Hon'ble High Court directed MCD to re- compute the tax. In the opinion of management the demand raised by MCD is not sustainable and no further liability will arise and therefore the aforesaid amount of Rs.10,18,477/- paid by the company is being shown as recoverable in the Balance Sheet under the head Short Term Loans & Advances.

(b) Income tax demand for which rectification/appeal has been filed with the appropriate authorities- Rs. 9,43,640/-(previous year Rs. 8,93,376/-).

(c) The company had received a show cause notice dated 17.11.2006 from Delhi Development Authority (DDA) demanding a sum of Rs. 258.68 Lacs (Excluding un determined interest) on account of ground rent in respect of its property at Plot No. A-2, 3 & 4 in District Centre, Wazirpur, Delhi upto the period 14th July, 2006. Aggrieved by show cause notice issued by DDA, the company filed a writ petition in the Hon'ble High Court of Delhi Challenging the aforesaid demand. The Hon'ble High Court, vide its order dated 4th December, 2006 set-aside the matter to DDA for reconsideration. DDA vide Notice dated 12.01.2010 demanded a sum of Rs. 398.46 lacs (excluding interest) towards ground rent upto the period 14.07.2010. Aggrieved by the said demand, the company again filed a writ petition in the Hon'ble High Court of Delhi which vide its order dated 31.05.2010 stayed the operations of the order of DDA subject to company depositing a sum of Rs. 100 Lacs. As per the direction of Hon'ble high court, the company has deposited the said amount of Rs. 100 lacs on 10.06.2010.

The matter is pending for final disposal by the Hon'ble Court. The liability will be determined only after the disposal of matter by the Hon'ble High Court of Delhi ; and therefore at this stage, in the opinion of management any further provision is neither considered necessary nor ascertainable. The effect of any arrear/excess amount will be taken after the decision of the Hon'ble Court.

(d) Claim against the company not acknowledged as debt Rs. 2,77,55,293/- (Previous Year Rs. 2,77,55,293/-)

(e) Letter of Credit/Bank guarantee issued by bank Rs. 6,38,69,032/- (previous year Rs. 10,86,70,032/-).

4. Related Party Transactions:

Related party disclosures

As per Accounting Standard (AS-18) on "Related Party Disclosures” , the disclosure of transactions with the related party as defined in the Accounting Standard are given below:-

(a) List of Related parties with whom transactions have taken place and relationship

(a) Key Managerial Personnel

(i) Mr.Praveen Gupta -CFO

(ii) Mr. Rajesh Singh Chahar,Company Secretary (w.e.f. 13th March,2014)

(iii) Ms.Arpita B.Malhotra,Company Secretary (Up to 12th March,2014)

(b) Person having significant influence/control/major shareholders

(i) Sh. Lalit Bhasin

(c) Enterprises over which significant influence/control exist of the relatives of persons mentioned in (b) above

(i) RRB Master Securities Delhi Ltd.

(d) Enterprises under direct or indirect common control/significant influence

(i) HB Stockholdings Ltd.

(ii) HB Portfolio Ltd.

(iii) HB Securities Ltd.(Subsidary of HB Portfolio Ltd.)

(iv) HB Leasing & Finance Co Ltd.

(v) RRB Securities Ltd.

(vi) RRB Masterholdings Ltd.(Subsidary of RRB Securities Ltd.)

(vii) HB Corporate Services Ltd.

(e) Enterprises under Joint ventures/Associate Company

(i) Parsvnath HB Projects Pvt. Ltd.-Associate

5. Disclosure pursuant to Accounting Standard AS-19 for Leases: -

The company generally enters into cancellable operating lease of office premises and residence of the employees normally renewable on expiry. Lease payments amounting to Rs. 75,20,174/- (Previous Year Rs. 67,13,597/-) made under operating lease have been recognized as an expense.

6. Pending Litigations:

The Contingent liability in respect of pending litigations is disclosed in note no. 29.2 (a),(b)(c) and (d).In addition,the company is subject to legal proceedings and claims,which have arisen in the ordinary course of business. The Company's management does not reasonably expect that the above legal claims and proceedings, when ultimately concluded and decided will have a meterial and adverse effect on the company's results of operations or financial statements.

7. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

8. Previous year figures have been regrouped/reclassified wherever necessary to confirm the current year presentaion


Mar 31, 2014

1 Issued Share capital of the Company has two classes of shares referred to as under:

2 Equity Shares having par value of Rs. 10/. Each holder of Equity Shares is entitled to One vote per share. The dividend proposed by the Board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. For the year ended 31st March 2014, the amount of per share dividend proposed as distribution to equity shareholders is Rs. Nil (previous Year Rs. 0.50). In the event of the Liquidation of the company, the holder of equity shares will be entitled to receive any of the remaining assets of the company,after distribution of all Preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

3 Preference Shares having par value of Rs. 100/- were alloted on 29th March 2013. The Preference Shares carries 9% coupon rate of dividend (non-cumulative). The holders of Preference Shares shall not be entitled to receive notice of or to attend and vote at General meetings of the Equity Shareholders of the Company. The holders of Preference Shares shall be entitled to attend meetings and vote (one vote per share) only on the Resolutions directly affecting their rights. Also the Preference Shareholders shall not be entitled to any bonus or right issue etc. of Equity Shares or other securities of the Company. The Preference Shares shall carry a preferential right over the Equity Shares of the Company as regards to payment of dividend and as regards to repayment of the capital in the event of winding up of the Company. The tenure of the Preference Shares will be 10 years from the date of allotment. The Preference Shares will be redeemed at par in two equal installments i.e. 50% at the end of 9th year from the date of allotment and remaining 50 % at the end of 10th year from the date of allotment. For the year ended 31st March 2014, the amount of per share dividend proposed as distribution to Preference Shareholders is Rs. Nil (Previous Year Rs. 0.073 per share @ 9% P.A. on pro rata basis from the date of allotment).

4 Reconcilation of the number of Equity Shares outstanding and Amount of Equity Share Capital as on 31st March, 20l4 & 31st March, 2013 is as under:

5 (1) Vehicle Loan From HDFC Bank

Secured by way of hypothecation of Vehicle Financed. The Rate of Interest is 10%P.A.Repayable in 36 monthly installments. Last installment due in May 2016.

(2) Vehicle Loan From ICICI Bank

Secured by way of hypothecation of Vehicle Financed. The Rate of Interest is 9.75%P.A. Repayable in 36 monthly installments. Last installment due in April 2016.

(3) Term Loans From Yes Bank

Secured by way of exclusive charge on company''s hotel land and hotel building situated in sector 44 Gurgaon,exclusive charge on company''s land and building situated at Sector 32,Gurgaon,exclusive charge on all present and future moveable fixed assets and current assets of the project (Taj Vivanta Hotel),exclusive charge on rentals,all receivables and other current assets accruing from property located at sector 32,Gurgaon; personal guarantee of director Mr. Lalit Bhasin,Non Disposal Undertaking (NDU) of entire shareholding of the company held by Mr. Lalit Bhasin, negative lien on his entire shareholding in the company for entire tenor of loan facility. The Rate of Interest is 13.50% P.A.

The outstanding Term Loan of Rs. 100 Crore is repayable in 56 monthly installments starting from October 2015. Last installment due in May 2020.

The Term Loan of Rs. 80 Crore is repayable in 44 Quarterly installments starting from February 2016.Last installment due in November 2026.

(4) Vehicle Loan From HDFC Bank

The aforesaid vehicle loan has been fully repaid by the company during the year. It was earlier secured by way of hypothecation of Vehicle Financed. The rate of interest was 9 % P.A.

(5) HDFC Bank -Term Loan

The aforesaid Term Loan has been fully repaid by the company during the year. It was earlier secured by way of exclusive charge on rent receivable for part of the premises at Plot No.31, Sector-32, Gurgaon, exclusive charge on equivalent mortgage of property at Plot No.31,Sector-32, Gurgaon; shares of Jaiprakash Associates Ltd. equivalent to loan amount and personal guarantee of Mr. Lalit Bhasin, Director. The rate of interest was 12 % P.A.

(6) IDBI Bank -Term Loan

The aforesaid Term Loan has been fully repaid by the company during the year. It was earlier secured by way of first pari passu charge by way of mortgage by deposit of title deeds on Company''s immovable properties situated at Site No 1, Sec 44, Disst. Gurgaon (Haryana) and on all the current assets including all receivables and investments of Hotel Project of the Company,Movable Fixed Assets of the Hotel Project of the Company, both present and future and personal guarantee of Mr. Lalit Bhasin, Director. The rate of interest was 14.50 % P.A.(Variable)

(7) Punjab National Bank -Term Loan

The aforesaid Term Loan has been fully repaid by the company during the year. It was earlier secured by way of first pari passu charge by way of mortgage by deposit of title deeds on Company''s immovable properties situated at Site No 1, Sec 44 Distt. Gurgaon (Haryana) and on all the current assets including all receivables and investments of Hotel Project of the Company,Movable Fixed Assets of the Hotel Project of the Company both present and future and personal guarantee of Mr. Lalit Bhasin, Director. The rate of interest was 15.25 % P.A.(Variable)

(8) Intercorporate Loans and Advances are interest free and are repayable beyond 3 years.

6 Other Notes

7 Capital Commitments:

Estimated amount of contracts remaining to the executed on Capital account (net of advances) Rs. (Previous year Rs. 5,16,81,364/-).

8 Contingent liability in respect of:

(a) Property Tax - Rs. 78,21,151/- (Previous year Rs. 78,21,151/-)

The total demand raised by MCD was Rs. 83,85,604/-(Previous Year Rs. 83,85,604/-). Against this, the company deposited the admitted liability of Rs. 5,64,453/-(Previous Year Rs. 5,64,453/-). For the balance amount of Rs. 78, 21,151/- the company had filed a Writ Petition before the Hon''ble Delhi High Court. The company had also filed a stay petition before the Hon''ble High Court praying for stay for the payment of aforesaid amount of Rs. 78,21,151/-. As per direction of Hon''ble Court the company paid a sum of Rs. 10,18,477/-against the aforesaid demand and for the balance amount the company had been granted stay. The Hon''ble High Court directed MCD to re-compute the tax. In the opinion of management the demand raised by MCD is not sustainable and no further liability will arise and therefore the aforesaid amount of Rs. 10,18,477/- paid by the company is being shown as recoverable in the Balance Sheet under the head Short Term Loans & Advances.

(b) Income tax demand for which rectification/appeal has been filed with the appropriate authorities- Rs. 8,93,376/-(previous year Rs. 5,59,190/-).

(c) Letter of Credit/Bank guarantee issued by bank Rs. 10,86,70,032/- (previous year Rs. 10,82,69,455/-).

(d) The company had received a show cause notice dated 17.11.2006 from Delhi Development Authority (DDA) demanding a sum of Rs. 258.68 Lacs (Excluding un determined interest) on account of ground rent in respect of its property at Plot No. A-2, 3 & 4 in District Centre, Wazirpur, Delhi upto the period 14th July, 2006. Aggrieved by show cause notice issued by DDA, the company filed a writ petition in the Hon''ble High Court of Delhi Challenging the aforesaid demand. The Hon''ble High Court, vide its order dated 4th December, 2006 set-aside the matter to DDA for reconsi- deration. DDA vide Notice dated 12.01.2010 demanded a sum of Rs. 398.46 lacs (excluding interest) towards ground rent upto the period 14.07.2010. Aggrieved by the said demand, the company again filed a writ petition in the Hon''ble High Court of Delhi which vide its order dated 31.05.2010 stayed the operations of the order of DDA subject to company depositing a sum of Rs. 100 Lacs. As per the direction of Hon''ble high court, the company has deposited the said amount of Rs. 100 lacs on 10.06.2010. The matter is pending for final disposal by the Hon''ble Court. The liability will be determined only after the disposal of matter by the Hon''ble High Court of Delhi ; and therefore at this stage, in the opinion of management any further provision is neither considered necessary nor ascertainable. The effect of any arrear/excess amount will be taken after the decision of the Hon''ble Court.

(e) Claim against the company not acknowledged as debt Rs. 2,77,55,293/- (Previous Year Rs. 2,77,55,293/-)

9 Related Party Transactions:

Related party disclosures

As per Accounting Standard (AS-18) on "Related Party Disclosures", the disclosure of transactions with the related party as defined in the Accounting Standard are given below :-

29.3 (a) List of Related parties with whom transactions have taken place and relationship :

(a) Key Managerial Personnel

(i) Mr.Praveen Gupta -CFO

(ii) Mr.Rajesh Singh Chahar,Company Secretary (w.e.f. 13th March,2014)

(iii) Ms.Arpita B.Malhotra, Company Secretary ( Up to 12th March, 2014)

(b) Person having significant influence/control/major shareholders (i) Sh. Lalit Bhasin

(c) Enterprises over which significant influence/control exist of the relatives of persons mentioned in (b) above

(i) RRB Master Securities Delhi Ltd.

(d) Enterprises under direct or indirect common control/significant influence

(i) HB Stockholdings Ltd.

(ii) HB Portfolio Ltd.

(iii) HB Securities Ltd.(Subsidiary of HB Portfolio Ltd.)

(iv) HB Leasing & Finance Co Ltd.

(v) RRB Securities Ltd.

(vi) RRB Masterholdings Ltd.(Subsidiary of RRB Securities Ltd.)

(e) Enterprises under Joint ventures/Assocaite Company

(i) Parsvnath Developers (AOP)

(ii) Parsvnath HB Projects Pvt. Ltd.-Associate

10 (c) Disclosure in respect of material outstanding balance of related party transactions:

(i) Short Term borrowing includes loan taken from HB Portfolio Ltd. Rs. 9,00,00,000/- (previous year Rs. 9,00,00,000/-); Interest accrued but not due thereon Rs. 48,46,685/- (previous year Rs. 48,46,685/-). (ii) Security Deposits received includes Rs. 3,45,00,000/-(previous year Rs. 3,45,00,000/-) from HB Stockholdings Ltd.; Rs. 3,45,00,000/-(previous year Rs. 3,45,00,000/-) from HB Portfolio Ltd.; Rs. 1,15,00,000/-(previous year Rs. 1,15,00,000/-) from HB Leasing & Finance Co. Ltd.; Rs. 57,00,000/-(previous year Rs. 57,00,000/-) from RRB Securities Ltd. and Rs. 1,42,485/-(previous year Rs. 1,42,485/-) from RRB Master Securities Delhi Ltd. (iii) Short teim Loan and advances includes Rs. 1,08,94,884/-(Previous Year Rs. 1,08,94,884/-) from Parsvnath HB Projects Pvt. Ltd.

11 Segment Reporting

Business Segments:

The company organized its operations in to two major businesses viz. Real estate and Hotel.

Geographical Segments:

The Company operates in a single geographical segment.

12 Disclosure pursuant to Accounting Standard AS-19 for Leases:-

The company generally enters into cancellable operating lease fo office premises and residence of the employees normally renewable on expiry. Lease payments amounting to Rs. 67,13,597/- (Previous Year Rs. 12,74,652/-) made under operating lease have been recognized as an expense.

13 The Board of directors of the company has approved the amalgamation of a company Pisces Portfolio Private Limited with the company w.e.f. the appointed date i.e 1st April, 2012. These financial statements are on standalone basis and do not include the figures of Pisces Portfolio Private Limited as the scheme of amalgamation is subject to various statutory approvals.

14 Previous year figures have been regrouped/reclassified wherever necessary to confirm the current year presentation.


Mar 31, 2013

1.1 Capital Commitments:

Estimated amount of contracts remaining to the executed on Capital account (net of advances) Rs. 5,16,81,364/- (Previous year Rs. 31,97,28,986/-).

1.2 Contingent liability in respect of:

(a) Property Tax - Rs. 78,21,151/- (Previous year Rs. 78,21,151/-)

The total demand raised by MCD was Rs. 83,85,604/-(Previous Year Rs. 83,85,604/-). Against this, the company deposited the admitted liability of Rs. 5,64,453/-(Previous Year Rs. 5,64,453/-). For the balance amount of Rs. 78, 21,151/- the company had filed a Writ Petition before the Hon''ble Delhi High Court. The company had also filed a stay petition before the Hon''ble High Court praying for stay for the payment of aforesaid amount of Rs. 78,21,151/-. As per direction of Hon''ble Court the company paid a sum of Rs. 10,18,477/-against the aforesaid demand and for the balance amount the company had been granted stay. The Hon''ble High Court directed MCD to re-compute the tax. In the opinion of management the demand raised by MCD is not sustainable and no further liability will arise and therefore the aforesaid amount of Rs. 10,18,477/- paid by the company is being shown as recoverable in the Balance Sheet under the head Short Term Loans & Advances.

(b) Income tax demand for which rectification/appeal has been filed with the appropriate authorities- Rs. 5,59,190/-(previous year Rs. 3,34,09,868/-).

(c) Letter of Credit/Bank guarantee issued by bank Rs. 10,82,69,455/- (previous year Rs. 10,07,71,455/-).

(d) The company had received a show cause notice dated 17.11.2006 from Delhi Development Authority (DDA) demanding a sum of Rs. 258.68 Lacs (Excluding un determined interest) on account of ground rent in respect of its property at Plot No. A-2, 3 & 4 in District Centre, Wazirpur, Delhi upto the period 14th July 2006. Aggrieved by show cause notice issued by DDA, the company filed a writ petition in the Hon''ble High Court of Delhi Challenging the aforesaid demand. The Hon''ble High Court, vide its order dated 4th December 2006 set-aside the matter to DDA for reconsideration. DDA vide Notice dated 12.01.2010 demanded a sum of Rs. 398.46 lacs (excluding interest) towards ground rent upto the period 14.07.2010. Aggrieved by the said demand, the company again filed a writ petition in the Hon''ble High Court of Delhi which vide its order dated 31.05.2010 stayed the operations of the order of DDA subject to company depositing a sum of Rs. 100 Lacs. As per the direction of Hon''ble high court, the company has deposited the said amount of Rs. 100 lacs on 10.06.2010.

The matter is pending for final disposal by the Hon''ble Court. The liability will be determined only after the disposal of matter by the Hon''ble High Court of Delhi ; and therefore at this stage, in the opinion of management any further provision is neither considered necessary nor ascertainable. The effect of any arrear/excess amount will be taken after the decision of the Hon''ble Court.

(e) Claim against the company not acknowledged as debt Rs. 2,77,55,293/- (Previous Year Rs. Nil).

1.3 Related Party Transactions:

Related party disclosures

As per Accounting Standard (AS-18) on "Related Party Disclosures", the disclosure of transactions with the related party as defined in the Accounting Standard are given below:- 29.4 List of Related parties with whom transactions have taken place and relationship :

(a) Key Managerial Personnel (i) Mr. Praveen Gupta

(b) Person having significant influence/control/major shareholders (i) Sh. Lalit Bhasin

(c) Enterprises over which significant influence/control exist of the relatives of persons mentioned in (b) above

(i) RRB Master Securities Delhi Ltd.

(d) Enterprises under direct or indirect common control/significant influence (i) HB Stockholdings Ltd.

(ii) HB Portfolio Ltd.

(iii) HB Securities Ltd.(Subsidary of HB Portfolio Ltd.)

(iv) HB Leasing & Finance Co Ltd.

(v) RRB Securities Ltd.

(vi) RRB Masterholdings Ltd.(Subsidary of RRB Securities Ltd.)

(e) Enterprises under Joint ventures/Assocaite Company (i) Parsvnath Developers (AOP)

(ii) Parsvnath HB Projects Pvt. Ltd.-Associate

1.4(c) Disclosure in respect of outstanding balance of related party transactions:

(i) Short Term borrowing includes loan taken from HB Portfolio Ltd. Rs. 9,00,00,000/- (previous year Rs. 9,00,00,000/-); Interest accrued but not due thereon Rs. 48,46,685/- (previous year Rs. 23,96,712/-). (ii) Security Deposits received includes Rs. 3,45,00,000/-(previous year Rs. 3,45,00,000/-) from HB Stockholdings Ltd.; Rs. 3,45,00,000/- (previous year Rs. 3,45,00,000/-) from HB Portfolio Ltd.; Rs. 1,15,00,000/-(previous year Rs. 1,15,00,000/-) from HB Leasing & Finance Co. Ltd.; Rs. 57,00,000/-(previous year Rs. 57,00,000/-) from RRB Securities Ltd. and Rs. 1,42,485/-(previous year Rs. 1,42,485/-) from RRB Master Securities Delhi Ltd. (iii) Short term Loan and advances includes Rs. 1,08,94,884/- (Previous Year Rs. Nil/-) from Parsvnath HB Projects Pvt. Ltd.

1.5 (a) The Company had entered into an agreement with a party namely M/s Parsvnath Developers Ltd. for undertaking Real Estate development projects. The agreement had been made by way of Association of Persons (AOP) under the name and style of "Parsvnath Developers (AOP)”. Under the Agreement, the said AOP had taken up a real estate project at Mohali.During the year, the entire business of AOP has been transferred as a going concern to Parsvnath HB Projects Private Limited (hereafter referred as the ''new company'') and the AOP has been wound up w.e.f. 31st December 2012. The company has acquired 49% equity shares in the new company and the remaining 51% has been acquired by M/s Parsvnath Developers Ltd. As on the date of winding up, the investments of company Rs. 35,32,13,269/- in the AOP was transferred to /taken over as payable by new company. After 31st December 2012 out of the aforesaid amount of Rs. 35,32,13,269/- an amount of Rs. 35,00,00,000/- has been recovered and at the year end only Rs. 1,08,94,884/- (including interest) in recoverable.

b) The company''s share of Loss amounting to Rs. 8,30,466/- for the year up to the date of winding up (previous year Loss Rs. 1,58,666/-) from the aforesaid AOP is based on separate financial statements of AOP. The brief breakup of share of profit/(loss) is as under:

1.6 The Board of directors of the company has approved the amalgamation of a company Pisces Portfolio Private Limited with the company w.e.f. the appointed date i.e 1st April 2012. These financial statements are on standalone basis and do not include the figures of Pisces Portfolio Private Limited as the scheme of amalgamation is subject to various statutory approvals.

1.7 Previous year figures have been regrouped/reclassified wherever necessary to confirm the current year presentaion.


Mar 31, 2012

The Previous year figures have been regrouped/reclassified, wherever necessary to conform to the current period presentation

- In the event of the Liquidation of the company, the holder of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all Preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(1) Vehicle Loan From HDFC Bank

Secured by way of hypothecation of Vehicle Financed. The Rate of Interest is 9%P.A.Repayable in 36 monthly installments. Last installment due in August 2013.

(2) HDFC Bank -Term Loan

Secured by way of exclusive charge on rent receivable for part of the premises at Plot No.31, Sector-32, Gurgaon, exclusive charge on equivalent mortgage of property at Plot No.31,Sector-32, Gurgaon; shares of Jaiprakash Associates Ltd. equivalent to loan amount and personal guarantee of Mr. Lalit Bhasin, Director. The Rate of Interest is 12 %P.A.(Variable).Repayable in 92 monthly installments. Last installment due in June 2017.

(3) IDBI Bank -Term Loan

Secured by way of first pari passu charge by way of mortgage by deposit of title deeds on Company's immovable properties situated at Site No 1, Sec 44 Disst. Gurgaon (Haryana) and on all the current assets including all receivables and investments of Hotel Project of the Company,Movable Fixed Assets of the Hotel Project of the Company both present and future and personal guarantee of Mr. Lalit Bhasin, Director. The Rate of Interest is 15 % PA.(Variable). Repayable in 84 monthly installments starting 1st April 2013.

(4) Punjab National Bank -Term Loan

Secured by way of first pari passu charge by way of mortgage by deposit of title deeds on Company's immovable properties situated at Site No 1, Sec 44 Distt. Gurgaon (Haryana) and on all the current assets including all receivables and investments of Hotel Project of the Company, Movable Fixed Assets of the Hotel Project of the Company both present and future and personal guarantee of Mr. Lalit Bhasin, Director. The Rate of Interest is 15.75% P.A.(Variable). Repayable in 84 monthly installments starting 1st April 2013.

(5) Intercorporate Loans are repayable beyond 3 years. Rate of Interest 0% to 12% P.A.

1 Estimated amount of contracts remaining to the executed on Capital account (net of advances) Rs. 31,97,28,986/- (Previous year Rs. 38,53,47,326/-).

2 Contingent liability in respect of:

(a) Property Tax - Rs. 78,21,151/- (Previous year Rs. 78,21,151/- ).

The total demand raised by MCD was Rs. 83,85,604/-(Previous Year Rs. 83,85,604/-). Against this, the company deposited the admitted liability of Rs. 5,64,453/-(Previous Year Rs. 5,64,453/-). For the balance amount of Rs. 78,21,151/- the company had filed a Writ Petition before the Hon'ble Delhi High Court. The company had also filed a stay petition before the Hon'ble High Court praying for stay for the payment of aforesaid amount of Rs. 78,21,151/-. As per direction of Hon'ble Court the company paid a sum of Rs. 10,18,477/-against the aforesaid demand and for the balance amount the company had been granted stay. The Hon'ble High Court directed MCD to re-compute the tax. In the opinion of management the demand raised by MCD is not sustainable and no further liability will arise and therefore the aforesaid amount of Rs. 10,18,477/ - paid by the company is being shown as recoverable in the Balance Sheet under the head Short Term Loans & Advances.

(b) income tax demand for which rectification/appeal has been filed with the appropriate authorities- Rs. 3,34,09,868/-(previous year Rs. 15,19,634/-).

(c) Letter of Credit/Bank guarantee issued by bank Rs. 10,07,71,455/- (previous year Rs. 4,11,69,840/-).

(d) The company had received a show cause notice dated 17.11.2006 from Delhi Development Authority (DDA) demanding a sum of Rs. 25868220/- (Excluding undetermined interest) on account of ground rent in respect of its property at Plot No. A-2, 3 & 4 in District Centre, Wazirpur, Delhi upto the period 14th July, 2006. Aggrieved by show cause notice issued by DDA, the company filed a writ petition in the Hon'ble High Court of Delhi Challenging the aforesaid demand. The Hon'ble High Court, vide its order dated 4th December, 2006 set-aside the matter to DDA for reconsideration. DDA vide Notice dated 12.01.2010 demanded a sum of Rs. 398.46 lacs (excluding interest) towards ground rent upto the period 14.07.2010. Aggrieved by the said demand, the company again filed a writ petition in the Hon'ble High Court of Delhi which vide its order dated 31.05.2010 stayed the operations of the order of DDA subject to company depositing a sum of Rs. 100 Lacs. As per the direction of Hon'ble high court, the company has deposited the said amount of Rs. 100 lacs on 10.06.2010 which as a matter of prudence had been provided for as expense in the Profit & Loss Account in the previous year under the head "Exceptional Items". The matter is pending for final disposal by the Hon'ble Court. The liability that may arise or will be ascertained only after the disposal of matter by the Hon'ble High Court of Delhi and therefore at this stage, in the opinion of management any further provision is neither considered necessary nor ascertainable. The effect of any arrear/excess amount will be taken after the decision of the Hon'ble Court.

3 In the opinion of the management, the company during the year was mainly engaged in the business of real estate developments and all activities of the company revolve around the main business and therefore there are no separate reportable segments as per Accounting Standard "Segment Reporting" (AS-17). The construction work in respect of company's Hotel project at Gurgaon is under progress. There are no revenue during the year (previous year Nil) pertaining to Hotel project. Sum of Rs. 352,97,19,247/-(previous year Rs. 262,43,44,811/-) has been incurred upto the year end for hotel project which is shown in the Balance Sheet under the head Capital Work in Progress.

4 Related Party Transactions:

Related party disclosures

As per Accounting Standard (AS-18) on "Related Party Disclosures" , the disclosure of transactions with the related party as defined in the Accounting Standard are given below :-

5.1 List of Related parties with whom transactions have taken place and relationship:

(a) Key Managerial Personnel

Mr. Biren Patra (Left on 01.03.2011 )

Mr. Praveen Gupta (Joined on 01.12.2011)

(b) Person having significant influence/control/major shareholders

(i) Sh. H.C. Bhasin (Expired on 07.12.2010)

(ii) Sh. Lalit Bhasin

(c) Enterprises over which significant influence/control exist of the relatives of persons mentioned in (b) above

(i) RRB Master Securities Delhi Ltd.

(d) Enterprises under direct or indirect common control/significant influence

(i) HB Stockholdings Ltd.

(ii) HB Portfolio Ltd.

(iii) HB Securities Ltd.(Subsidary of HB Portfolio Ltd.)

(iv) HB Leasing & Finance Co Ltd.

(v) RRB Securities Ltd.

(vi) RRB Masterholdings Ltd.(Subsidary of RRB Securities Ltd.)

(e) Enterprises under control/Joint ventures (i) Parsvnath Developers (AOP)

5.2 Disclosure in respect of outstanding balance of related party transactions:

(i) Short Term borrowing includes loan taken from HB Portfolio Ltd. Rs. 9,00,00,000/- (previous year Rs. 9,00,00,000/-); Interest accrued but not due thereon Rs. 23,96,712/- (previous year Rs. 23,96,712/-). (ii) Security Deposits received includes Rs. 3,45,00,000/-(previous year Rs. 3,45,00,000/-) from HB Stockholdings Ltd.; Rs. 3,45,00,000/-(previous year Rs. 3,45,00,000/ -) from HB Portfolio Ltd.; Rs. 1,15,00,000/- (previous year Rs. 1,15,00,000/-) from HB Leasing & Finance Co. Ltd.; Rs. 57,00,000/- (previous year Rs. 57,00,000/-) from RRB Securities Ltd. and Rs. 1,42,485/-(previous year Rs. 1,42,485/-) from RRB Master Securities Delhi Ltd.

6 Due to Micro,Small and Medium Enterprises

To the extent information available with the company, Sundry Creditors include Rs nil, (Previous year Nil) due to Small Scale Industrial Undertaking.

The company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. To the extent information available with the company, the company does not owe any sum including interest required to be disclosed under the said Act.

7 a) The Company had entered into an agreement with a party namely M/s Parsvnath Developers Ltd. for undertaking Real Estate development projects. The agreement had been made by way of Association of Persons (AOP) under the name and style of " Parsvnath Developers (AOP)". Under the Agreement, the said AOP has taken up a real estate project at Mohali. The company has to contribute/invest 57.50% as its share of Investments in the Project. Upto the year end, the company has invested/ contributed Rs. 33,07,73,607/- (previous year Rs.33,07,73,607/-) for the project. The Company has 50% share in Profit /Loss of the project.

b) The company's share of Loss amounting to Rs.1,58,666/- (previous year Loss Rs. 18,58,695/- ) from the aforesaid AOP is based on separate audited statement of accounts of AOP. The brief breakup of share of profit/(loss) is as under:-

(d) As per the notes forming part of the audited accounts of AOP, Land was allotted by Punjab Small Industrial & Export Corporation Limited (PSIECL) to Parsvnath Developers Limited (PDL) on free hold basis. Consideration for allotment of land was payable in yearly instalments with last instalment due on 23.12.2010. As on the date of balance sheet, Rs. 25,36,83,349/- are overdue for payment to PSIEC. In terms of the agreement, failure to complete the construction within the stipulated time or non adherence to the payment schedule will entitle PSIECL to cancel the allotment and forfeit part of the amount paid. The cancellation can be made after giving a Show Cause Notice. The Entity is pursuing with PSIEC and is hopeful of getting extension of construction period and payment schedule. In the opinion of management, no prejudice will be caused to the company's investments made in AOP.

8 Disclosure pursuant to Accounting Standard - 15

(a) The company has adjusted Rs.Nil/-(Previous Year Rs.4059/) -net of deferred tax of Rs.Nil/ -(previous year Rs.1949/-) towards the transitional effect of defined benefit obligation in respect of employee benefits up to the previous year to the opening balance of General Reserve.

9 The nature of activities of Company is such that quantitative information regarding inventories can not be given.


Mar 31, 2011

1. Estimated amount of contracts remaining to the executed on Capital account (net of advances) Rs.38,53,47,326/- (Previous year Rs.24,50,67,930/-).

2. (a) Contingent liability in respect of property tax - Rs.78,21,151/- (Previous year 78,21,151/- ).

The total demand raised by MCD was Rs.83, 85,604/-(Previous Year Rs.83, 85,604/-). Against this, the company deposited the admitted liability of Rs.5, 64,453/-(Previous Year Rs.5, 64,453/-). For the balance amount of Rs.78, 21,151/- the company had filed a Writ Petition before the Hon'ble Delhi High Court. The company had also filed a stay petition before the Hon'ble High Court praying for stay for the payment of aforesaid amount of Rs.78,21,151/-. As per direction of

Hon'ble Court the company has paid a sum of Rs.10, 18,477/-against the aforesaid demand and for the balance amount the company had been granted stay. The Hon'ble High Court directed MCD to re-compute the tax. In the opinion of management the demand raised by MCD is not sustainable and no further liability will arise and therefore the aforesaid amount of Rs.10, 18,477/- paid by the company is being shown as recoverable in the Balance Sheet under the head Loan & Advances.

(b) Contingent liability in respect of income tax demand for which rectification/appeal has been filed with the appropriate authorities- Rs. 14,24,818/-(previous year 8,55,290/-).

(c) Contingent liability in respect of Letter of Credit/Bank guarantee issued by bank Rs.4,11,69,840/- (previous year Rs. Rs.3,38,77,640/-).

3. The company had received a show cause notice dated 17.11.2006 from Delhi Development Authority (DDA) demanding a sum of Rs. 25868220/- (Excluding undetermined interest) on account of ground rent in respect of its property at Plot No. A- 2, 3 & 4 in District Centre, Wazirpur, Delhi upto the period 14th July, 2006. Aggrieved by show cause notice issued by DDA, the company filed a writ petition in the Hon'ble High Court of Delhi Challenging the aforesaid demand. The Hon'ble High Court, vide its order dated 4th December, 2006 set-aside the matter to DDA for reconsideration. DDA vide Notice dated 12.01.2010 demanded a sum of Rs.398.46 lacs (excluding interest) towards ground rent upto the period 14.07.2010. Aggrieved by the said demand, the company again filed a writ petition in the Hon'ble High Court of Delhi which vide its order dated 31.05.2010 stayed the operations of the order of DDA subject to company depositing a sum of Rs.100 Lacs. As per the direction of Hon'ble high court, the company has deposited the said amount pf Rs.100 lacs on 10.06.2010 which as a matter of prudence has been provided for as expense in the Profit & Loss Account under the head “Exceptional Items”. The matter is pending for final disposal by the Hon'ble Court. The liability that may arise or will be ascertained only after the disposal of matter by the Hon'ble High Court of Delhi and therefore at this stage, in the opinion of management any further provision is neither considered necessary nor ascertainable. The effect of any arrear/excess amount will be taken after the decision of the Hon'ble Court.

4. One party has filed compensation application before MRTP Commission (now Competition Appellate Tribunal) praying either for allotment of booked flats or refund of booking amount of Rs.13,44,000/- paid in financial year 1995-96 to 1998-99 (Previous year Rs.13,44,000/-) along with interest @ 24% p.a. and compensation/damages. The company has contested the same and the proceedings are continuing.

5. In the opinion of the management, the company during the year was mainly engaged in the business of real estate developments and all activities of the company revolve around the main business and therefore there are no separate reportable segments as per Accounting Standard “Segment Reporting” (AS-17). The construction work in respect of company's Hotel project at Gurgaon is under progress. There are no revenue during the year (previous year Nil) pertaining to Hotel project. Sum of Rs. 262,43,44,811/-(previous year Rs.198,85,03,906/-) has been incurred upto the year end for hotel project which is shown in the Balance Sheet under the head Capital Work in Progress.

6. Disclosure of related party transaction in accordance with Accounting Standard (AS-18) ‘ Related Party Disclosures' is annexed.

7. In the opinion of the management, current assets, loans and advances are approximately of the value stated, if realised, in the ordinary course of the business.

8. Dividend Income of Rs.10,20,912/- (previous year Rs.14,21,917/-) is on Long Term Investments. Tax deducted at source on dividend Rs. Nil (Previous year Rs. Nil). Out of Dividend income Rs.8,16,740/- (Previous year Rs.10,20,927/-) is on Trade Investments and Rs. 2,04,172/- (Previous Year Rs. 4,00,990/- ) is on Non-Trade Investments.

9. Profit on sale of long term investments include profit of Rs.1,32,61,592/- (Previous year Rs. 5,00,90,700/-) on Trade Investments and Rs.7,11,051/- (Previous year Loss Rs.10,89,506/- ) on Non-Trade Investments.

10. Tax deducted at source on lease rentals including advance lease rentals Rs.33,12,427/-(Previous Year Rs. 58,10,083/-) and Rs.9,53,060/- (Previous year Rs.1,82,264/-) on interest on FDR with bank.

11. (a) To the extent information available with the company, Sundry Creditors include Rs nil, (Previous year Nil) due to Small Scale Industrial Undertaking.

(b) The company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. To the extent information available with the company, the company does not owe any sum including interest required to be disclosed under the said Act.

12. Other Income includes Rs. 95,07,831/- (Previous Year Rs 18,22,639/-) interest income on FDR with Bank.

13. a) The Company had entered into an agreement with a party namely M/s Parsvnath Developers Ltd. for undertaking Real Estate development projects. The agreement had been made by way of Association of Persons (AOP) under the name and style of " Parsvnath Developers (AOP)". Under the Agreement, the said AOP has taken up a real estate project at Mohali. The company has to contribute/invest 57.50% as its share of Investments in the Project. Upto the year end, the company has invested/contributed Rs. 33,07,73,607/- (previous year Rs..33,07,73,607/-) for the project. The Company has 50% share in Profit /Loss of the project.

d) As per the notes forming part of the audited accounts of AOP, Land was allotted by Punjab Small Industrial & Export Corporation Limited (PSIECL) to Parsvnath Developers Limited (PDL) on free hold basis. Consideration for allotment of land was payable in yearly instalments with last instalment due on 23.12.2010. As on the date of balance sheet, Rs. 25,36,83,349 are overdue for payment to PSIEC. In terms of the agreement, failure to complete the construction within the stipulated time or non adherence to the payment schedule will entitle PSIECL to cancel the allotment and forfeit part of the amount paid. The cancellation can be made after giving a Show Cause Notice. The Entity is pursuing with PSIEC and is hopeful of getting extension of construction period and payment schedule.

In the opinion of management, no prejudice will be caused to the company's investments made in AOP.

14. (b) A sum of Rs.22,00,000/- was paid to various vendors towards booking of 22 flats in Prem Dohil Sadan, Rajendra Place, New Delhi by HB Stockholdings Ltd.(HBSL) (previously known as HB Portfolio Leasing Ltd.) in 1994 . In the year 1997 HBSL was trifurcated under a Scheme of Arrangement sanctioned by the Delhi High Court whereby the Real Estate Division of the said HBSL was allocated to the company. The aforesaid amount of Rs.22,00,000/- thus became a part of the assets of the said Real Estate Division and thus became property of the company.

On Default by the vendors to hand over Possession of the flats on the agreed terms, Legal Proceedings (Civil Suits) were initiated by HB Stockholdings Ltd. (HBSL) against the vendors in appropriate court of law for specific performance of the agreement. Vide its order dated 30-05-2007, the Court decreed the civil suits in favour of HBSL and against the vendors by granting monetary compensation by way of damages @ Rs.3,00,000/- per flat (i.e. totalling to Rs.66 lacs) along with interest @ 9% p.a. w.e.f. 22/06/1999. HBSL preferred an Appeal against the said order in the Delhi High Court for specific performance. Appeals were also filed by the opposite party.

During the year, in terms of Hon'ble Delhi High Court's order dated 02.02.2011 and as per the compromise between the parties, the aforesaid compensation of Rs.66 Lacs was substituted by an amount of Rs.3,05,65,127/-. Accordingly sum of Rs.2,83,65,127/-(Rs.3,05,65,127 being damages/compensation received - Rs.22,00,000 being the amount paid in earlier year to the vendors) has been accounted for as income on account of Damage/compensation received.

15. (a) Expenditure in foreign currency:

– Travelling Rs. 17,65,849/-(previous year Rs. 5,44,412/-)

– Professional & Technical Fees Rs. 1,25,43,528/-(previous year Rs.32,70,347/-)

– Capital Goods Rs. 8,01,31,577/-(Previous year Rs. 7,10,874/-)

16. Disclosure pursuant to Accounting Standard - 15

a) The company has adjusted Rs. 4059/-(Previous Year Rs.22,515/) -net of deferred tax of Rs.1949/-(previous year Rs.11,199/-) towards the transitional effect of defined benefit obligation in respect of employee benefits up to the previous year to the opening balance of General Reserve.

17. The nature of activities of Company is such that quantitative information regarding inventories can not be given.

18. Additional information pursuant to part IV of Schedule VI to the Companies Act, 1956 is annexed.

19. Previous year figures have been re-grouped / re-arranged wherever considered necessary.

20. Schedule 1 to 11 form an integral part of the accounts.

Related party disclosures(as identified by management and relied upon by Auditors)

As per Accounting Standard (AS-18) on “Related Party Disclosures”, the disclosure of transactions with the related party as defined in the Accounting Standard are given below :-

1. List of Related parties with whom transactions have taken place and relationship

(a) Key Managerial Personnel

Mr. Biren Patra (Left on 01.03.2011 )

(b) Person having significant influence/control/major shareholders

(i) Sh. H.C. Bhasin

(ii) Sh. Lalit Bhasin

(C) Enterprises over which significant influence/control exist of the relatives of persons mentioned in (b) above

(i) RRB Master Securities Delhi Ltd.

(d) Enterprises under direct or indirect common control/significant influence

(i) HB Stockholdings Ltd.

(ii) HB Portfolio Ltd.

(iii) HB Securities Ltd.(Subsidary of HB Portfolio Ltd.)

(iv) HB Leasing & Finance Co Ltd.

(v) RRB Securities Ltd.

(vi) RRB Masterholdings Ltd.(Subsidary of RRB Securities Ltd.)

(e) Enterprises under control/Joint ventures

(i) Parsvnath Developers (AOP)


Mar 31, 2010

1. a(i) Estimated amount of contracts remaining to the executed on Capital account (net of advances)Rs. 1,19,32,800/- (Previous year Rs. 1,19,32,800). Advance recoverable includes a sum of Rs. 22, 00,000/- paid to various vendors towards booking of flats in Prem Dohil Sadan, Rajendra Place, New Delhi by HB Stockholdings Ltd. (previously known as HB Portfolio Leasing Ltd.) in 1994. On Default by the vendors to hand over Possession of the flats on the agreed terms, Legal Proceedings (Civil Suits) were initiated by HB Stockholdings Ltd. (HBSL) against the vendors in appropriate court of law for specific performance of the agreement. Vide its order dated 30-05-2007, the Court decreed the civil suits in favour of HBSL and against the vendors by granting monetary compensation @ Rs. 3,00,000/- along with interest @ 9% p.a. w.e.f. 22/06/1999. HBSL has preferred an Appeal against the said order in the Delhi High Court for specific performance. Appeals have also been filed by the opposite party. The proceedings in the High Court are continuing. In the year 1997 HBSL was trifurcated under a Scheme of Arrangement sanctioned by the Delhi High Court whereby the Real Estate Division of the said HBSL was allocated to the company. The aforesaid amount of Rs. 22,00,000/- form a part of the assets of the said Real Estate Division and thus became property of the company. As per the terms of purchase agreement entered into with the vendors by HBSL a sum of Rs. 1,19,32,800/- is payable by HBSL to the vendors on handing over possession of the said flats. The company will acquire ownership of the flats under the Scheme of Arrangement sanctioned by the Delhi High Court and thus the liability of payment of Rs. 1,19,32,800/-shall devolve on the company as and when the decision is given by the court in favour of HB Stockholdings Ltd.

(ii) Other estimated amount of contracts remaining to the executed on Capital account (net of advances) Rs.23,31,35,130/- (Previous Year Rs. 16,54,45,848/-)

b) During the earlier year, the company had been allotted land by Haryana Urban Development Authority (HUDA) for building of Hotel. The price of the plot of land is Rs. 137.84 crores. Upto the year end, the company has paid Rs. 137.84 crores (Previous Year Rs. 86.15 crores). Balance Rs. Nil (Previous Year Rs. 51.69 crores) is payable by the company.

2. (a) Contingent liability in respect of property tax - Rs. 78,21,151/- (Previous Year 78,21,151/-)

The total demand raised by MCD was Rs. 83, 85,604/- (Previous Year Rs. 83, 85,604/-). Against this, the company deposited the admitted liability of Rs. 5,64,453/- (Previous Year Rs. 5,64,453/-). For the balance amount of Rs. 78,21,151/- the company had filed a Writ Petition before the Honble Delhi High Court. The company had also filed a stay petition before the Honble High Court praying for stay for the payment of aforesaid amount of Rs. 78,21,151/-. As per direction of Honble Court the company has Paid a sum of Rs. 10,18,477/- against the aforesaid demand and for the balance amount the company had been granted stay. The Honble High Court directed MCD to re-compute the tax. In the opinion of management the demand raised by MCD is not sustainable and no further liability will arise and therefore the aforesaid amount of Rs. 10,18,477/- paid by the company is being shown as recoverable in the Balance Sheet under the head Loan & Advances.

(b) Contingent liability in respect of income tax demand for which appeal has been preferred by the company- Rs. 8,55,290/- (Previous Year 19,49,550/-).

(c) Contingent liability in respect of Letter of Credit/Bank guarantee issued by bank Rs. 3,38,77,640/-(previous year Rs. Nil).

3. The company had received a show cause notice dated 17.11.2006 from Delhi Development Authority (DDA) demanding a sum of Rs. 25868220/- (Excluding undetermined interest) on account of ground rent in respect of its property at Plot No. A-2, 3 & 4 in District Centre, Wazirpur, Delhi upto the period 14th July, 2006. Aggrieved by show cause notice issued by DDA, the company filed a writ petition in the Honble High Court of Delhi Challenging the aforesaid demand. The Honble High Court, vide its order dated 4th December, 2006 set-aside the matter to DDA for reconsideration. DDA vide Notice dated 12.01.2010 demanded a sum of Rs.398.46 lacs (excluding interest) towards ground rent upto the period 14.07.2010. Aggrieved by the said demand, the company again filed a writ petition in the Honble High Court of Delhi which vide its order dated 31.05.2010 stayed the operations of the order of DDA subject to company depositing a sum of Rs.100 Lacs. As per the direction of Honble high court, the company has deposited the said amount on 10.06.2010. The matter is pending for final disposal by the Honble Court. The liability that may arise or will be ascertained only after the disposal of matter by the Honble High Court of Delhi and therefore at this stage provision for the amount is neither considered necessary nor ascertainable.

4. One party has filed compensation application before MRTP Commission (now Completion Appellate Tribunal) praying either for allotment of booked flats or refund of booking amount of Rs. 13,44,000/- (Previous Year Rs.13,44,000/-) paid along with interest @ 24% p.a. and compensation/damages. The company has contested the same and the proceedings are continuing.

5. In the opinion of the management, the company during the year was mainly engaged in the business of real estate developments and all activities of the company revolve around the main business and therefore there are no separate reportable segments as per Accounting Standard "Segment Reporting" (AS-17). During the previous year, the Company had started the construction work in respect of its Hotel project at Gurgaon. There are no revenue during the year pertaining to Hotel project. Sum of Rs. 198,85,03,906/- (Previous Year Rs. 127,13,94,896/-) has been incurred upto the year end for hotel project which has been shown in the Balance Sheet under the head Capital Work in Progress.

6. Disclosure of related party transaction in accordance with Accounting Standard (AS- 18) ‘ Related Party Disclosures is annexed.

7. In the opinion of the management, current assets, loans and advances are approximately of the value stated, if realised, in the ordinary course of the business.

8. Dividend Income includes Rs.Nil (Previous Year Rs. 2,65,791/-) on Current Investments and Rs. 14,21,917/- (Previous Year Rs. 10,20,351/-) on Long Term Investments. Tax deducted at source on dividend Rs. Nil (Previous Year Rs. Nil). Out of Dividend income Rs. 4,00,990/- (Previous Year Rs.6,33,346/-) is on Trade Investments and Rs. 10,20,927/- (Previous Year Rs. 6,52,796/-) is on Non-Trade Investments.

9. Profit of Rs. 5,00,90,700/- (Previous Year Rs. 4,68,60,701/-) is on Trade Investments and loss of Rs. 10,89,506/- (Previous Year Rs. Nil) is on Non-Trade Investments.

10. Tax deducted at source on lease rentals including advance lease rentals Rs. 58,10,083/- (Previous Year Rs. 82,31,528/-) and Rs. 1,82,264/- (Previous Year Rs. 1,34,673/-) on interest on FDR with bank.

11. (a) To the extent information available with the company, Sundry Creditors include Rs. Nil, (Previous Year Nil) due to Small Scale Industrial Undertaking. (b) The company has not received any information from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. To the extent information available with the company, the company does not owe any sum including interest required to be disclosed under the said Act.

12. Other Income includes Rs. 18,22,639/- (Previous Year Rs. 6,53,752/-) interest income on FDR with Bank, and Rs.Nil (Previous Year Rs. 2,26,009/-) on Income Tax Refund.

13. a) The Company had entered into an agreement with a party namely M/s Parsvnath Developers Ltd. for undertaking Real Estate development projects. The agreement had been made by way of Association of Persons (AOP) under the name and style of " Parsvnath Developers (AOP)". Under the Agreement, the said AOP has taken up a real estate project at Mohali. The company has to contribute/invest 57.50% as its share of Investments in the Project. Upto the year end, the company has invested / contributed Rs. 33,07,73,607/- (Previous Year Rs. 31,49,61,107/-) for the project. The Company has 50% share in Profit/Loss of the project. b) The companys share of Profit amounting to Rs. 6,50,509/- (Loss in Previous Year Rs. 41,96,494/-) (net of taxes) from the aforesaid AOP is based on separate audited statement of accounts of AOP. The brief breakup of share of profit/(loss) is as under:-

14. (a) Expenditure in foreign currency:

- Travelling Rs. 5,44,412/- (previous year Rs. 20,31,392/-)

- Professional & Technical Fees Rs. 32,70,347/- (previous year Rs. 2,42,55,920/-)

- Capital Goods Rs. 7,10,874/- (previous year Rs. NIL )

15. Disclosure pursuant to Accounting Standard - 15

a) The company has adjusted Rs. 22,515/-(Previous Year Rs. 12,667/) -net of deferred tax of Rs. 11,199/-(Previous Year Rs.6,523/-) towards the transitional effect of defined benefit obligation in respect of employee benefits up to the previous year to the opening balance of General Reserve.

ANNEXURE TO NOTE NO. 7 OF SCHEDULE ‘11 TO THE ACCOUNTS

RELATED PARTY DISCLOSURES (AS IDENTIFIED BY MANAGEMENT AND RELIED

UPON BY AUDITORS)

As per Accounting Standard (AS-18) on "Related Party Disclosures", the disclosure of transactions with the related party as defined in the Accounting Standard are given below:- 1. List of Related parties with whom transactions have taken place and relationship :

(a) Key Managerial Personnel

(i) V. Shankar (left on 18-04-2009) (ii) Puneet Nikore (left on 31-10-2008) (iii) Birendra Patra

(b) Person having significant influence/control/major shareholders

16. In the opinion of management no provision is required to be made for diminution amounting to Rs. 31,21,997/-(Previous Year Rs. 1,91,17,745/-) in the value of some of the long term investments as the same is considered to be temporary.

17. The nature of activities of Company is such that quantitative information regarding inventories can not be given.

18. Additional information pursuant to part IV of Schedule VI to the Companies Act, 1956 is annexed.

19. Previous year figures have been re-grouped / re-arranged wherever considered necessary.

20. Schedule 1 to 11 form an integral part of the accounts.


Sep 30, 2000

1, Estimated amount of contracts remaining to be executed on Capital account (net of advances) Rs. 1,21,53,600 (previous year Rs. 1,27,63,600).

2. Property tax liability - Nil (previous year Rs.83,39,636.00). The company had preferred to go in for appeal against the property

tax bill raised by MCD and the Honourable Court has set aside the same for its redetermination.

3. Contingent liability in respect of income Tax of Rs.1,57,15,600 (Previous year 1,57,15,600) against which company has preferred appeal has not been provided for.

4. No provision for gratuity has been made as no employes has put in qualifying period of services for entitlement to this benefit.

5. Income tax provision for the period 01.04.2000 to 30.09.2000, if any. shall be made in next year.

6. Interest of Rs. 23,71,242 (Previous Year 2,33,980) charged by a bank has not been provided in the Accounts as in the opinion of the management, this amount is not payable.

7. (i) Details of consumption of Building Materials :

(ii) Construction cost also includes cost of other materials used by the Contractors.

(iii) Quantitative details of stock of building materials:

8. There was no employee in receipt of remunaretion agreegating to Rs.12,00,000.00 PA. or Rs 1,00,000.00 or more per month (Previous Year Rs. 6,00,000.00 or Rs 50,000.00 or more per month) where employed for a part of the year.

9. In the opinion of the management, current assets, loans and advances are approximately of the value stated, if realised, in the ordinary course of the business. Debtors, Creditors, Loans & Advances balances are subject to confirmations/reconciliations.

10. Cash in Hand includes cash amounting to Rs. 11,33,000 seized by She income Tax Authorities during search and seizure operation.

11. During the year the company has reclassification/ transfered its office premises, freehold land and capital Work-ln-Progress indcluding advances earlier shown in Fixed assets to current assets under the head Project-In-Progress. This has been done because in the opinion of the management since these assets are to be used for the commercial purpose and not as a Fixed assets of the company. The transfer has been done at the book value.

12. All figures have been rounded off to the nearest rupee.

13. Previous year figures have been regrouped/rearranged wherever necessary.

14. Schedule 1 to 12 forms an integral part of the accounts.

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