Mar 31, 2018
1. NATURE OF PRINCIPAL ACTIVITIES
SORIL Holdings and Ventures Limited (formerly known as Indiabulls Wholesale Services Limited) âthe Companyâ, was incorporated on July 24, 2007 with the main objects of carrying on the business of real estate projects on land situated in Ahmedabad (Gujarat) and Hyderabad (Andhra Pradesh).
During the year ended March 31, 2017, the name of the Company stood changed from âIndiabulls Wholesale Services Limitedâ to âSORIL Holdings and Ventures Limitedâ vide fresh Certificate of Incorporation dated March 27, 2017, issued by Registrar of Companies, NCT of Delhi & Haryana.
The company is domiciled in India and its registered office is situated at M-62 and 63, First Floor, Connaught Place, New Delhi - 110001.
2. GENERAL INFORMATION & STATEMENT OF COMPLIANCE WITH IND AS
The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards as notified under section 133 of the Companies Act 2013 (âthe Actâ) (to the extent notified) and guidelines issued by Securities Exchange Board of India (SEBI), read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs (âMCAâ)) and relevant amendments rules issued thereafter. The Company has uniformly applied the accounting policies during the periods presented.
For all periods up to and including the year ended 31 March 2017, the Company has prepared its financial statements in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Previous GAAP). These financial statements for the year ended 31 March 2018 are the first which the Company has prepared in accordance with Ind AS. For the purpose of comparatives, financial statements for the year ended 31 March 2017 and opening balance sheet as at 1 April 2016 are also prepared under Ind AS.
The financial statements for the year ended 31 March 2018 were authorized and approved for issue by the Board of Directors on 02 May 2018.
3. BASIS OF PREPARATION
The financial statements have been prepared on going concern basis in accordance with accounting principles generally accepted in India. Further, the financial statements have been prepared on historical cost basis except for certain financial assets and financial liabilities and share based payments which are measure at fair values as explained in relevant accounting policies. Fair valuations related to financial assets and financial liabilities are categorized into level 1, level 2 and level 3 based on the degree to which the inputs to the fair value measurements are observable.
4. RECENT ACCOUNTING PRONOUNCEMENT
In March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2018, notifying amendments to Ind AS 12, âIncome taxesâ, Ind AS 21, âThe effects of changes in foreign exchange ratesâ and also introduced new revenue recognition standard Ind AS 115 âRevenue from contracts with customersâ. These amendments rules are applicable to the Company from 1 April, 2018.
Ind AS 115 âRevenue from Contracts with Customersâ (Ind AS 115)
Ministry of Corporate Affairs (âMCAâ) has notified new standard for revenue recognition which overhauls the existing revenue recognition standards including Ind AS 18 - Revenue and Ind AS 11 - Construction contracts. The new standard provides a control-based revenue recognition model and provides a five step application principle to be followed for revenue recognition:
1. Identification of the contracts with the customer
2. Identification of the performance obligations in the contract
3. Determination of the transaction price
4. Allocation of transaction price to the performance obligations in the contract (as identified in step 2)
5. Recognition of revenue when performance obligation is satisfied.
Amendment to Ind AS 12
The amendment to Ind AS 12 requires the entities to consider restriction in tax laws in sources of taxable profit against which entity may make deductions on reversal of deductible temporary difference (may or may not have arisen from same source) and also consider probable future taxable profit. The Company is evaluating the requirements of the amendment and its impact on the financial statements.
Amendment to Ind AS 21
The amendment to Ind AS 21 requires the entities to consider exchange rate on the date of initial recognition of advance consideration (asset/liability), for recognizing related expense/income on the settlement of said asset/liability. The Company is evaluating the requirements of the amendment and its impact on the financial statements.
i During the year ended 31 March 2018, the Board being authorised by shareholders at the general meeting held on 22 November 2017, and in accordance with the provisions of section 42 and 62 of the Companies Act, 2013 and requirement contained in SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, approved the preferential issue of upto 3,50,00,000 (Three crores fifty lakhs) Warrants, convertible into equivalent no. of equity shares of face value Rs.2/- each of the Company at the conversion price of Rs.132/- (including premium of Rs.130/-) per equity share to M/s Powerscreen Media Private Limited, M/s Calleis Real Estate Private Limited, M/s Calleis Constructions Private Limited and M/s Calleis Properties Private Limited, the promoter group entities, in accordance with applicable provisions of Chapter VII of Securities & Exchange Board of India (Issue of Capital & Disclosure requirement) Regulations 2009, (âSEBI ICDR Regulationsâ). During the current year, the Company has, upon conversion of 41,00,000 share warrants, alloted 41,00,000 equity shares of face value of Rs.2 each at the issue price of Rs.132 (including premium of Rs.130) per equity share held by promoter group entities.
ii Rights, preferences and restrictions attached to equity shares
The holders of equity shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company. In the event of liquidation of the Company, all preferential amounts, if any, shall be dicharged by the Company, the remaining assets of the Company shall be distributed to the holders of equity shares in proportion to the number of shares held to the total equity shares outstanding as on that date. All shares rank equally with regard to the Companyâs residual assets, except that holders of preference shares participate only to the extent of the face value of the shares.
2,517,700, 9% Non-Covertible non- cumulative redeemable preference shares were issued as full paid with a par value of Rs.10 (securities premium Rs.990) during the financial year 2011-12 and are classified as financial liabilities, see note 19.
NOTE - 5 (i) Nature and purpose of other reserves Securities premium reserve
Security premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of Companies Act, 2013
Deferred employee compensation reserve
The reserve is used to recognized the expenses related to stock option issued to employees under Holding Companyâs employee stock option plans.
Capital reserve
The Company has issued share warrants in the earlier years. This reserve is created on account of forfeiture of share application money received on account of issuance of share warrants as share warrants holders did not exercise their rights.
General reserve
The Company is required to create a general reserve out of the profits when the Company declares dividend to shareholders.
A search was conducted by the competent authority under section 132(1) of the Income Tax Act, 1961 (âthe Actâ) at premises of the Company in the previous year ended 31 March 2017. Pursuant to the search, the Assessing Officer has issued notices under relevant sections of the Act to the Company for some of the earlier financial years. Consequently, in order to avoid protracted tax litigation, the Company has filed application under Section 245C (1) of the Act before the Honâble Income Tax Settlement Commission (âITSCâ) on 03 October 2017 and accordingly deposited Rs.22,490.10 thousands as tax and Rs.12,509.90 thousands as interest towards the proposed settlement which has been provided for in the books of accounts. The said application has since been admitted by ITSC vide its Order dated 10 October 2017 passed u/s 245D (1) of the Act and allowed to be proceeded with vide Order dated 4 December 2017 passed u/s 245D (2C) of the Act. The matter is now pending before the Honâble ITSC for final determination.
The major components of income tax expense and the reconciliation of expected tax expense based on the domestic effective tax rate of the Company at 27.553% (31 March 2017: 34.608%) and the reported tax expense in statement of profit and loss are as follows:
NOTE - 6
EARNINGS PER SHARE (EPS)
The Companyâs Earnings per Share (âEPSâ) is determined based on the net profit attributable to the shareholders of the Company. Basic earnings per share is computed using the weighted average number of shares outstanding during the year. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the year including share options, except where the result would be anti-dilutive.
The following reflects the income and share data used in the basic and diluted EPS computation
NOTE - 7
FAIR VALUE MEASUREMENTS
(i) Fair value hierarchy
Financial assets and financial liabilities measured at fair value in the financial statements are grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for financial instruments.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3: unobservable inputs for the asset or liability.
(ii) Financial assets measured at fair value
(iii) Valuation process and technique used to determine fair value
Specific valuation techniques used to value financial instruments include -
(i) Investments in equity insttuments of subsidiaries are stated at cost as per IND AS 27, separate financial statements.
(ii) Use of net asset value for mutual funds on the basis of the statement received from investee party.
NOTE - 8
FINANCIAL RISK MANAGEMENT
i) Financial instruments by category
ii) Financial instruments measured at amortised cost
For amortised cost instruments, carrying value represents the best estimate of fair value except for long-term financial assets.
iii) Risk Management
The Companyâs activities expose it to market risk, liquidity risk and credit risk. The Companyâs board of directors has overall responsibility for the establishment and oversight of the Companyâs risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.
(A) Credit risk
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Companyâs exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.
a) Credit risk management
i) Credit risk rating
The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.
A: Low credit risk
B: Moderate credit risk
C: High credit risk
Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.
Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognised in statement of profit and loss.
ii) Concentration of financial assets
The Companyâs principal business activities are real estate project advisory, construction and development of real estate projects and all other related activities. The Companyâs outstanding receivables are for real estate project advisory business. Loans and other financial assets majorly represents loans to subsidiaries and deposits given for business purposes.
b) Credit risk exposure
Provision for expected credit losses
The Company provides for 12 month expected credit losses for following financial assets -
Expected credit loss for trade receivables under simplified approach
The Companyâs outstanding trade receivables are less than six months old and the Company expects that money will be received in due course.
(B) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.
Management monitors rolling forecasts of the Companyâs liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.
(C) Market risk
(i) In terest rate risk
The Companyâs fixed rate borrowings are not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
The Companyâs variable rate borrowing is subject to interest rate. Below is the overall exposure of the borrowing:
C First time adoption of Ind AS
These are the Companyâs first financial statements prepared in accordance with Ind AS.
The accounting policies set out have been applied consistently in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1 April 2016 (the Companyâs date of transition). An explanation of how the transition from previous GAAP to Ind AS has affected the Companyâs financial position, financial performance and cash flows is set out in the following tables and notes.
D Ind AS optional exemptions
1 Designation of previously recognised financial instruments
Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the facts and circumstances at the date of transition to Ind AS. The Company has elected to apply this exemption for its investment in equity investments.
2 Share based payments
Ind AS 102 Share based payments requires an entity to record the options on their fair value instead of intrinsic value. Ind AS 101 permits a first time adopter to ignore such requirement for the options already vested as on transition date that is 1 April 2016. The Company has elected to apply this exemptions for such vested options.
E Ind AS mandatory exemptions
1 Estimates
An entityâs estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.
Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:
a) Investment in equity instruments carried at FVTPL or FVOCI
b) Impairment of financial assets based on expected credit loss model.
2 Classification and measurement of financial assets and liabilities
The classification and measurement of financial assets will be made considering whether the conditions as per Ind AS 109 are met based on facts and circumstances existing at the date of transition. Financial assets can be measured using effective interest method by assessing its contractual cash flow characteristics only on the basis of facts and circumstances existing at the date of transition and if it is impracticable to assess elements of modified time value of money i.e. the use of effective interest method, fair value of financial asset at the date of transition shall be the new carrying amount of that asset. The Company has availed the exemption for intercorporate loans. All the other financial assets and financial liabilities have been restated retrospectively.
F Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.
1 Reconciliation of total equity as at 31 March 2017 and 1 April 2016
2 Reconciliation of total comprehensive income for the year ended 31 March 2017
NOTES TO FIRST TIME ADOPTION
NOTE - 1 BORROWINGS
Ind AS 109 requires transaction costs incurred towards borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognised in the statement of profit and loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method. Under previous GAAP, these transaction costs were charged to statement of profit and loss over the period of loan basis on straight lining basis.
NOTE - 2
AMORTISED COST INSTRUMENT
A Under previous GAAP, long-term inter-corporate loans to subsidiaries and investments in debt instruments are shown at transaction value. Under Ind AS, such loans and debt instruments are to be evaluated under Ind AS 109 which requires the Company to account for such instruments amortised cost.
B Under the previous GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be initially recognised at fair value. Accordingly, the Company has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposits has been recognised as prepaid rent.
NOTE - 3
FAIR VALUE INSTRUMENTS
Under previous GAAP, investments in long-term equity instrument are shown at cost and tested for provision other than temporary diminution. Under Ind AS, such investments are evaluated under Ind AS 109 which requires the Company to account for such instruments at fair value through profit and loss (FVTPL) or fair value through other comprehensive income (FVOCI) (except for investment in subsidiaries, associates and joint venture).
NOTE -4
EMPLOYEE STOCK OPTION EXPENSE
Under the previous GAAP, the cost of equity-settled employee share-based plan were recognised using the intrinsic value method. Under Ind AS, the cost of equity settled share-based plan is recognised based on the fair value of the options as at the grant date.
NOTE - 5 DEFERRED TAX
Retained earnings/statement of profit and loss has been adjusted consequent to the Ind AS transition adjustments with corresponding impact to deferred tax, wherever applicable.
NOTE - 6
OTHER COMPREHENSIVE INCOME
Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as âother comprehensive incomeâ includes re-measurements of defined benefit plans, FVOCI equity instruments. The concept of other comprehensive income did not exist under previous GAAP.
NOTE - 9
CAPITAL MANAGEMENT
The Companyâs objectives when managing capital are:
- To ensure Companyâs ability to continue as a going concern, and
- To provide adequate return to shareholders
Management assesses the capital requirements in order to maintain an efficient overall financing structure. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. The Company manages its capital requirements by overseeing the following ratio -
* Net debt includes long term borrowings short term borrowings current maturity of long term borrowings net of cash and cash equivalents (Including fixed deposits and other liquid securities).
NOTE - 10
INFORMATION ABOUT SUBSIDIARIES
The information about subsidiaries of the Company is as follows. The below table includes the information about step down subsidiaries as well.
NOTE - 11
RELATED PARTY TRANSACTIONS Subsidiaries
Details in reference to subsidiaries are presented in Note - 36 Key management personnel
Surinder Singh Kadyan (Whole Time Director of the Company till 08 December 2017) Mr. M.S. Walia (Whole Time Director of the Company from 08 December 2017)
NOTE - 12
CONTINGENT LIABILITIES AND COMMITMENT
A. Summary of contingent liabilities
Contingent liabilities, not acknowledged as debt, include:
* The company has received order against this demand in its favour from Income Tax Appellate Tribunal (ITAT). The department has moved to High Court against the same.
The Company has given corporate guarantee for the secured term loans availed by the subsidiary company- SORIL Infra Resources Limited (Formerly known as Store One Retail India Limited). Outstanding amount of loans as on March 31, 2018 is Rs.429,587.18 thousands (31-March-2017: Rs.370,372.30 thousands; 01-April-2016: Rs.215,796.22 thousands).
The Company has given corporate guarantee for the secured term loans availed by the step down subsidiary company- Airmid Aviation Services Limited. Outstanding amount of loans as on March 31, 2018 is Rs.2,463,926.25 thousands (31-March-2017: Rs.2,334,189.60 thousands; 01-April-2016: Rs.2,387,984.40 thousands).
The Company has certain litigation cases pending, however, based on legal advice, the management does not expect any unfavourable outcome resulting in material adverse effect on the financial position of the Company.
As per best estimate of the management, no provision is required to be made in respect of any present obligation as a result of a past event that could lead to a probable outflow of resources, which would be required to settle the obligation.
B. Commitments
There are no commitments to be reported as on March 31, 2018, March 31, 2017 and April 01, 2016.
NOTE - 13
EMPLOYEE BENEFITS Defined contribution plan
The company has made Rs.27.61 thousands (31 March 2017 Rs.6.15 in thousands) contribution in respect of provident fund. Defined benefit plan
The Company has following defined benefit plans:
- Gratuity (unfunded)
- Compensated absences (unfunded)
Compensated absence
The leave obligations cover the Companyâs liability for permitted leaves. The amount of provision of Rs.5.28 thousands (31 March 2017 - Rs.6.24 thousands, 1 April 2016 - Rs.5.06 thousands) is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations. However based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months, therefore based on the independent actuarial report, only a certain amount of provision has been presented as current and remaining as non-current. The weighted average duration of the defined benefit obligation is 18.34 years (31 March 2017: 16.58 years).
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 employeeâs last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. Gratuity plan is a non-funded plan. The weighted average duration of the defined benefit obligation is 18.34 years (31 March 2017: 16.58 years)
As the Company does not have any plan assets, the movement of present value of defined benefit obligation and fair value of plan assets has not been presented.
These assumptions were developed by management with the assistance of independent actuarial appraisers. Discount factors are determined close to each year-end by reference to government bonds of relevant economic markets and that have terms to maturity approximating to the terms of the related obligation. Other assumptions are based on managementâs historical experience.
NOTE - 14
CORPORATE SOCIAL RESPONSIBILITY EXPENSES
(a) Gross amount required to be spent by the company during the year: Rs.80.00 thousands (31-March-2017: Rs.730.00 thousands; 01-April-2016: Rs.330.00 thousands).
(b) Amount spent during the year on:
NOTE - 15
SHARE BASED PAYMENTS
SORIL Holdings and Ventures Limited Employees Stock Options Scheme - 2011 The Company established the SORIL Holdings and Ventures Limited Employees Stock Options Scheme - 2011 (âSHVL ESOSâ). Under the Plan, the Company granted 45,66,600 equity settled options to its eligible employees which gave them a right to subscribe up to 45,66,600 stock options representing an equal number of equity shares of face value of Rs.2 each of the Company at an exercise price of Rs.105.20 per option, subject to the requirements of vesting. A compensation committee constituted by the Board of Directors of the Company administers the Plan. The stock options so granted, shall vest in the eligible employees within 5 years beginning from 3 November 2018, the first vesting date. The stock options granted under each of the slabs are exercisable by the option holders within a period of five years from the relevant vesting date.
Weighted average share exercised price during the year ended 31 March 2018: Rs. Nil (31 March 2017: Rs. Nil)
The total expense of share based payments recognized during the year ended 31 March 2018 is Rs.15545.13 thousands (31 March 2017: Rs. Nil)
The expected volatility was determined based on historical volatility data of the Companyâs shares listed on the recognized Stock Exchange.
NOTE - 16
SEGMENT REPORTING
The Companyâs primary business segment is reflected based on principal business activities carried on by the Company i.e. purchase, sale, real estate project advisory, construction and development of real estate projects and all other related activities which as per Ind AS 108 on âOperating Segmentsâ is considered to be the only reportable business segment. The Company derives its major revenues from real estate project advisory business. The Company is operating in India which is considered as a single geographical segment
NOTE - 17
RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES PURSUANT TO IND AS 7 - CASH FLOWS
The changes in the Companyâs liabilities arising from financing activities can be classified as follows:
NOTE - 18
OTHER MATTERS
a. The Company has not entered into any derivative instrument during the year. The Company does not have any foreign currency exposures towards receivables, payables or any other derivative instrument that have not been hedged.
b. In respect of amounts as mentioned under Section 125 of the Companies Act, 2013, there were no dues required to be credited to the Investor Education and Protection Fund as at 31 March 2018, 31 March 2017 and 1 April 2016.
c. In the opinion of the Board of Directors, all current assets and long term loans & advances, appearing in the balance sheet as at 31 March 2018, have a value on realization, in the ordinary course of the Companyâs business, at least equal to the amount at which they are stated in the financial statements. In the opinion of the board of directors, no provision is required to be made against the recoverability of these balances.
Mar 31, 2017
1. Company overview
SORIL Holdings and Ventures Limited (formerly known as Indiabulls Wholesale Services Limited,âthe Companyâ, âSHVLâ) was incorporated on July 24, 2007.
During the year ended March 31, 2017, the name of the Company stood changed from âIndiabulls Wholesale Services Limitedâ to âSORIL Holdings and Ventures Limitedâ vide fresh Certificate of Incorporation dated March 27, 2017, issued by Registrar of Companies, NCT of Delhi & Haryana.
The Company is developing real estate projects on land situated in Ahmadabad (Gujarat) and Hyderabad (Andhra Pradesh).
2. Basis of preparation of financial statements
a) Basis of accounting
The financial statements have been prepared on going concern basis under the historical cost basis, in accordance with the generally accepted accounting principles in India and in compliance with the applicable accounting standards as specified under section 133 of Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). All assets and liabilities have been classified as current or non-current as per the Companyâs normal operating cycle and other criteria set out in the Companies Act, 2013.
b) Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities, if any, on the date of the financial statements and the results of operations during the reporting periods. Although these estimates are based upon managementâs knowledge of current events and actions, actual results could differ from those estimates and revisions, if any, are recognized in the current and future periods.
(i) Rights, preferences and restrictions attached to shares
The holders of equity shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company. In the event of liquidation of the Company, all preferential amounts, if any, shall be discharged by the Company. The remaining assets of the Company shall be distributed to the holders of equity shares in proportion to the number of shares held to the total equity shares outstanding as on that date. The holders of preference shares are entitled to receive dividends, but do not carry the right to vote. All shares rank equally with regard to the Companyâs residual assets, except that holders of preference shares participate only to the extent of the face value of the shares.
(ii) Shares alloted as fully paid up, without payments received in cash
A scheme of arrangement between Indiabulls Real Estate Limited and the company and their respective shareholders and creditors under Sections 391- 394 of the Companies Act, 1956, was sanctioned by the Honâble High Court of Delhi at New Delhi on March 3, 2011, pursuant to which the company has allotted one (1) equity share of face value of Rs.2 each credited as fully paid-up for every eight (8) equity share of face value of Rs.2 each held by such shareholders in Indiabulls Real Estate Limited.
3. Income Tax
Current tax
Current tax for the year includes earlier year tax credit of â (51,477) (Previous Year: charge of â4,783,290).
Deferred tax
In compliance with Accounting Standard 22 (AS 22) - âAccounting for taxes on incomeâ, as specified under section 133 of Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended), the Company has recognized deferred tax credit of â671,122 (previous year: Rs.12,709) in the statement of profit and loss during the year ended March 31, 2017.
The breakup of deferred tax assets into major components is as under:
Dilutive potential equity shares are deemed converted as of the beginning of the year, unless they have been issued at a later date. The number of equity shares and potential diluted equity shares are adjusted for stock split, bonus shares and the potential dilutive effect of Employee stock option plans/schemes as appropriate.
4. Segmental information
The Companyâs primary business segment is reflected based on principal business activities carried on by the Company i.e.purchase, sale, dealing, construction and development of real estate projects and all other related activities. The Company operates in domestic market only. Considering the nature of Companyâs business and operations and based on the information available with the management no further disclosures are required in respect of reportable segments, under Accounting Standard 17 (AS 17) -ââSegment Reportingââ as specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, (as amended), other than those already provided in the financial statements.
5. Employee benefits (non-funded)
Amount recognised in the statement of profit and loss is as under:
6. Related party transactions
Disclosures in respect of Accounting Standard (AS) - 18 âRelated party disclosuresâ, as specified under Section 133 of Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This disclosure also includes the amount due to entities pursuant to clause 32 of listing agreement with stock exchange:
a) Name and nature of relationship with related parties:
Relationship Name of the related parties
i) Related parties where control exists
- Subsidiary Companies - Lucina Infrastructure Limited
- Sentia Properties Limited
- Albasta Wholesale Services Limited
- SORIL Infra Resources Limited
(Formerly known as Store One Retail India Limited)
- MahabalaInfracon Private Limited (from December 11, 2014)
- Airmid Aviation Services Limited (from December 23, 2014)
- Store One Infra Resources Limited (from November 05, 2015)
- Ashva Stud and Agricultural Farms Limited (from December 07, 2015)
ii) Other related parties
- Key management personnel - Mr. Surinder Singh Kadyan
(Whole- Time Director of the Company)
Transactions and outstanding corporate guarantees given by the Company are disclosed in note 27.
In accordance with AS 18, disclosures in respect of transactions with identified related parties are given only for such period during which such relationships existed. Related party relationships, as given above, are as identified by the Company and have been relied upon by the auditors.
7. Contingent liabilities and Commitment
a) Contingent liabilities, not acknowledged as debt, include:
The Company has given corporate guarantee for the secured term loans availed by the subsidiary company- SORIL Infra Resources Limited (Formerly known as Store One Retail India Limited). Outstanding amount of loans as on March 31, 2017 is Rs.37,03,72,302 (previous year: Rs.215,796,215).
The Company has given corporate guarantee for the secured term loans availed by the subsidiary company- Airmid Aviation Services Limited. Outstanding amount of loans as on March 31, 2017 is Rs.2,334,189,600 (previous year: Rs.2,387,984,400).
The Company has certain litigation cases pending, however, based on legal advice, the management does not expect any unfavourable outcome resulting in material adverse effect on the financial position of the Company. As per best estimate of the management, no provision is required to be made in respect of any present obligation as a result of a past event that could lead to a probable outflow of resources, which would be required to settle the obligation.
b) Commitments
There are no commitments to be reported as on March 31, 2017 and March 31, 2016.
8. Corporate social responsibility expenses
(a) Gross amount required to be spent by the company during the year: Rs.730,000 (previous year: Rs.330,000).
(b) Amount spent during the year on:
9. The Company has not entered into any derivative instrument during the year. The Company does not have any foreign currency exposures towards receivables, payables or any other derivative instrument that have not been hedged.
10. The Company considers its investment in subsidiaries as strategic and long term in nature and accordingly, in the view of the management, any decline in value of such long-term investments in subsidiaries is considered as temporary in nature and hence no provision is considered necessary
11. In the opinion of the Board of Directors, all current assets and long term loans & advances, appearing in the balance sheet as at March 31, 2017, have a value on realization, in the ordinary course of the Companyâs business, at least equal to the amount at which they are stated in the financial statements and hence no provision is required to be made against the recoverability of these balances.
12. Disclosure of specified bank notes (SBNs)
Tabular Disclosure on Specified Bank Notes (SBNs) as required vide MCA notification G.S.R. 308 (E) dated 30 March 2017 is as below:
13. Previous year figures have been regrouped and/or re-arranged, wherever necessary to conform to current year groupings and/or classifications.
Mar 31, 2016
1. Segmental information
The Company''s primary business segment is reflected based on principal business activities carried on by the Company i.e. purchase, sale, dealing, construction and development of real estate projects and all other related activities. The Company operates in domestic market only. Considering the nature of Company''s business and operations and based on the information available with the management no further disclosures are required in respect of reportable segments, under Accounting Standard 17 (AS 17) -''''Segment Reporting'''' as specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, (as amended), other than those already provided in the financial statements.
2. Employee benefits (non-funded)
Amount recognized in the statement of profit and loss is as under:
3. Related party transactions
Disclosures in respect of Accounting Standard (AS) - 18 ''Related party disclosures'', as specified under Section 133 of Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This disclosure also includes the amount due to entities pursuant to clause 32 of listing agreement with stock exchange:
a) Name and nature of relationship with related parties:
Relationship Name of the related parties
i) Related parties where control exists
- Subsidiary Companies - Lucina Infrastructure Limited
- Sentia Properties Limited
- Albasta Wholesale Services Limited
- Store One Retail India Limited
- Mahabala Infracon Private Limited (from December 11, 2014)
- Airmid Aviation Services Limited (from December 23, 2014)
- Store One Infra Resources Limited (from November 05, 2015)
- Ashva Stud and Agricultural Farms Limited (from December
07, 2015)
- Indiabulls Technology Solutions Limited (upto July 10, 2014)
- Archalia Software Solutions Limited (upto July 10, 2014)
- IB Technology Solutions, Inc. (upto July 10, 2014)
- ITSL Holdings (Mauritius) Limited (upto July 10, 2014)
- IB Technology (Proprietary) Limited (upto July 10, 2014)
- C-IB Technology Solutions Pte. Ltd. (upto July 10, 2014)
ii) Other related parties
- Key management personnel - Mr. Surinder Singh Kadyan
(Whole- Time Director of the Company)
The Company has given corporate guarantee for the secured term loans availed by the subsidiary company- Store One Retail India Limited. Outstanding amount of loans as on March 31, 2016 is Rs, 215,796,215 (previous year: Rs, 399,472,243).
The Company has given corporate guarantee for the secured term loans availed by the subsidiary company- Airmid Aviation Services Limited. Outstanding amount of loans as on March 31, 2016 is Rs, 2,387,984,400 (previous year: Rs, 970,000,000).
The Company has certain litigation cases pending, however, based on legal advice, the management does not expect any unfavourable outcome resulting in material adverse effect on the financial position of the Company.
As per best estimate of the management, no provision is required to be made in respect of any present obligation as a result of a past event that could lead to a probable outflow of resources, which would be required to settle the obligation.
b) Commitments
There are no commitments to be reported as on March 31, 2016 and March 31, 2015.
* Previous year figures are shown in italics.
4. The Company has not entered into any derivative instrument during the year. The Company does not have any foreign currency exposures towards receivables, payables or any other derivative instrument that have not been hedged.
5. The Company considers its investment in subsidiaries as strategic and long term in nature and accordingly, in the view of the management, any decline in value of such long-term investments in subsidiaries is considered as temporary in nature and hence no provision is considered necessary
6. In the opinion of the Board of Directors, all current assets and long term loans & advances, appearing in the balance sheet as at March 31, 2016, have a value on realization, in the ordinary course of the Company''s business, at least equal to the amount at which they are stated in the financial statements and hence no provision is required to be made against the recoverability of these balances.
7. Previous year figures have been regrouped and/or re-arranged, wherever necessary to conform to current year groupings and/or classifications.
Impact of transitional provision provided in Note 7(b) of Schedule II of Companies Act 2013.
Mar 31, 2015
1. Company overview
Indiabulls Wholesale Services Limited ("the Company", "IBWSL") was
incorporated on July 24, 2007.
The Company, together with its subsidiaries (collectively referred as
the "Group") is engaged in the business of trading, real estate
development and retail business. The Group is also engaged in the
business of rendering IT consultancy, property maintenance, equipments
hiring and tour & travel services.
2. Basis of consolidation and preparation of consolidated financial
statements
a) Basis of accounting
The consolidated financial statements have been prepared on going
concern basis under the historical cost convention on an accrual basis,
in accordance with the generally accepted accounting principles in
India and in compliance with the applicable accounting standards as
specified under Section 133 of the Companies Act, 2013 read with Rule 7
of the Companies (Accounts) Rules, 2014 (as amended). All assets and
liabilities have been classified as current or non-current as per the
Company's normal operating cycle and other criteria set out in
Companies Act 2013.
b) Basis of Preparation
The Consolidated Financial Statements are prepared in accordance with
Accounting Standard 21 (AS 21) on Consolidated Financial Statements as
specified under section 133 of Companies Act, 2013 read with Rule 7 of
the Companies (Accounts) Rules, 2014 (as amended).
c) Principles of Consolidation
The consolidated financial Statements comprise of the financial
statements of holding company and its subsidiary companies. The
accounting policies have been consistently applied by the Group.
Subsidiary Companies acquired and held by the parent or its
subsidiaries for disposal in the near future are excluded from the
Consolidated Financial Statements.
The consolidated financial statements are combined on a line-by-line
basis by adding together the book values of like items of assets,
liabilities, income and expenses, after fully eliminating intra-group
balances and intra- group transactions resulting in unrealized profits
or losses in accordance with Accounting Standard 21 (AS 21)
Consolidated Financial Statements as specified under section 133 of
Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules,
2014 (as amended).
d) Goodwill/ Capital Reserve
The difference between the cost of investment in the subsidiaries and
the net assets at the time of acquisition of shares in the subsidiaries
is recognized in the consolidated financial statements as goodwill or
capital reserve as the case may be. For this purpose, the Company's
share of net worth is determined on the basis of the latest financial
statements of such subsidiaries, prior to the acquisition, after making
necessary adjustments for material events between the date of such
financial statements and the date of respective acquisition. Goodwill
and capital reserve are presented on net bases in financial statements.
The difference between the proceeds from disposal of investment in
subsidiaries and the carrying amount of its net assets as of the date
of disposal is recognized in the consolidated statement of profit and
loss being the profit or loss on disposal of investment in subsidiary.
e) Minority interest
Minority interest represents the amount of net assets attributable to
minority shareholders at the date on which investment in a subsidiary
is made and its share of movements in net assets since that date. Any
excess consideration received from minority shareholders of
subsidiaries over the amount of net assets attributable to the minority
shareholders on the date of investment in reflected under reserves and
surplus.
3. Rights, preferences and restrictions attached to shares
The holders of equity shares are entitled to receive dividends as
declared from time to time, and are entitled to one vote per share at
meetings of the Company. In the event of liquidation of the Company,
all preferential amounts, if any, shall be discharged by the Company.
The remaining assets of the Company shall be distributed to the holders
of equity shares in proportion to the number of shares held to the
total equity shares outstanding as on that date. The holders of
preference shares are entitled to receive dividends, but do not carry
the right to vote. All shares rank equally with regard to the Company's
residual assets, except that holders of preference shares participate
only to the extent of the face value of the shares.
4. Shares alloted as fully paid up, without payments received in cash
A scheme of arrangement between Indiabulls Real Estate Limited and the
company and their respective shareholders and creditors under Sections
391 - 394 of the Companies Act, 1956, was sanctioned by the Hon'ble
High Court of Delhi at New Delhi on March 3, 2011, pursuant to which
the company has allotted one (1) equity share of face value of Rs. 2
each credited as fully paid-up for every eight (8) equity share of face
value of Rs. 2 each held by such shareholders in Indiabulls Real Estate
Limited.
* Term loan is taken from Ratnakar Bank Limited on interest rate @
11.35% and secured against aircrafts of the company and exclusive
charge over the present and future current assets of the borrower
including book debts, receivables, escrow account, cash and bank, loans
and advances etc.
** Loan from bank is secured against First charge on the entire current
assets and movable fixed assets of Indiabulls Technology Solutions
Limited, both present and future.
5. Income Tax
Current tax
Current tax for the year includes earlier year tax adjustments of Rs.
10,482,547 (previous year: Rs. 17,863). The group has recognized the
MAT credit entitlement of Rs. 4,084 (previous year: Rs. 199,505)
considering that there is convincing evidence that the group will pay
normal income tax during the specified period as per section 115JAA of
Income Tax Act, 1956.
6. Deferred tax
In compliance with Accounting Standard 22 (AS 22) - 'Accounting for
taxes on income', as notified under the Companies (Accounting
Standards) Rules, 2006, as amended, the Group had recognized deferred
tax credit (net) of ' 43,872,566 (previous year: charge of Rs.
13,666,272) in the statement of profit and loss.
c) The accounting policies adopted for segment reporting are in line
with the accounting policies adopted for preparation of financial
information as disclosed in Significant Accounting Policies above.
d) Previous year figures are stated in italics.
b) Secondary segment information:
The group is primarily operating in India which is considered as a
single geographical segment.
7. Earnings per equity share
Basic earnings per equity share are computed by dividing the net profit
attributable to equity shareholders for the year by the weighted
average number of equity shares outstanding during the year. Diluted
earnings per equity share are computed using the weighted average
number of equity shares and also the weighted average number of equity
shares that could have been issued on the conversion of all dilutive
potential equity shares. The dilutive potential equity shares are
adjusted for the proceeds receivable, had the shares been actually
issued at fair value.
Dilutive potential equity shares are deemed converted as of the
beginning of the year, unless they have been issued at a later date.
The number of equity shares and potential diluted equity shares are
adjusted for stock split, bonus shares and the potential dilutive
effect of employee stock option plans as appropriate.
8. Employee Stock Option Schemes
During the year ended March 31, 2012, the Board of Directors and
Shareholders of the Company have given their consent to create, issue,
offer and allot, to the eligible employees of the Company and its
Subsidiary Companies, stock options not exceeding 5,000,000 in number,
representing 5,000,000 Equity shares of face value of Rs. 2 each of the
Company, accordingly the Indiabulls Wholesale Services Limited Employee
Stock Option Scheme - 2011 ("IBWSL ESOP - 2011") has been formed. As
per the scheme Exercise Price will be the market price of the equity
shares of the Company, being the latest available closing price, prior
to the date of grant or as may be decided by the Board or Compensation
Committee. These options vest uniformly over a period of 10 years,
commencing one year after the date of grant. The stock option under
each of the slabs, are exercisable by the option holder within a period
of five years from the relevant vesting date.
The Company follows the Intrinsic Value method of accounting as
prescribed in the Guidance Note on Accounting for Employees Share Based
Payments ("Guidance Note"), issued by the Institute of Chartered
Accountants of India. Since, on the date of grant, the intrinsic value
of the options granted was equal to the exercise price, no deferred
employee stock compensation cost has been recorded in the financial
statements. The fair value of the options under IWSL ESOS -2011 using
the Black-Scholes model, based on the following parameters, is as
below, as certified by an independent firm of chartered accountants.
During the current year ended March 31, 2015, all the outstanding
options of the company under 'Indiabulls Wholesale Services Limited
Employee Stock Option Scheme- 2011' have been lapsed in terms of the
said ESOP scheme and accordingly all outstanding options were
terminated and cancelled. Since there are no outstanding ESOSs as at
March 31, 2015, the impact would be nil on the net results and EPS, had
the fair value method been used.
Employee stock option schemes of Store One Retail India Limited i.
Store One Retail India Limited Employees Stock Option Scheme - 2009
The Shareholders of Store One Retail India Limited (hereinafter
referred as SORIL) vide postal ballot passed a special resolution on
February 09,2009 for issue of 1,500,000 (One Million five hundred
thousands) shares towards issue of Employee Stock Option Scheme -2009
in supersession of Resolution passed on May 12,2008 for ESOP -2008.
The Compensation Committee, constituted by the Board of Directors of
the SORIL, at its meeting held on June 05, 2009, granted, under the
"Indiabulls Retail Services Limited Employees Stock Option Scheme -
2009", 1,500,000 (One Million five hundred thousands) stock options
representing an equal number of Equity shares of face value Rs. 10 each
in the SORIL, to the eligible employees, at an exercise price of Rs.
30.45 per option, being the latest available closing market price on
the National Stock Exchange of India Limited, as on June 04, 2009. The
stock options so granted, shall vest in the eligible employees within
10 years beginning from June 06, 2010, the first vesting date. The
stock options granted under each of the slabs, can be exercised by the
grantees within a period of five years from the relevant vesting date.
Pursuant to the shareholders' authorization dated September 30, 2009
and receipt of fresh certificate of incorporation dated October 6,
2009, the name of the SORIL has been changed from Indiabulls Retail
Services Limited to Store One Retail India Limited. Accordingly, the
title of the Scheme stands changed from Indiabulls Retail Services
Limited Employees Stock Option Scheme - 2009 to 'Store One Retail India
Limited Employees Stock Option Scheme - 2009.
The SORIL follows the intrinsic value method of accounting as
prescribed in the Guidance Note on Accounting for Employees Share based
Payments ("Guidance Note") issued by the Institute of Chartered
Accountants of India. Since, on the date of grant, the intrinsic value
of the options granted was equal to the exercise price, no compensation
expense in respect of the options granted was recorded by the SORIL.
The Fair value of the options under the plan using the Black-Scholes
model based on the following parameters is Rs. Nil per option, as
calculated by an independent firm of Chartered Accountants:
Had the SORIL followed the fair value method, there would not have been
any impact on profit after tax and on basic and diluted earnings per
share of the SORIL.
9 . Store One Retail India Limited Employees' Stock Options Scheme -
2009 (II)
Members of the SORIL in their annual general meeting held on September
30, 2009 have approved by way of special resolution the "Indiabulls
Retail Services Employees Stock Option Scheme - 2009 (II) ("IBRSL ESOS
- 2009") covering 3,000,000 (Three Millions ) equity settled options
for eligible employees of the SORIL, its subsidiaries, its fellow
subsidiaries and Holding Company.
The options to be granted, under the above scheme representing an equal
number of Equity shares of face value Rs. 10 each in the SORIL, to the
eligible employees, will be granted at an exercise price which will be
equal to latest available closing market price on the National Stock
Exchange of India Limited, on the date of grant . The stock options so
granted, shall vest in the eligible employees within 10 years beginning
from their respective dates of grants. The stock options granted under
each of the slabs, can be exercised by the grantees within a period of
five years from the relevant vesting date.
Pursuant to the shareholders' authorization dated September 30, 2009
and receipt of fresh certificate of incorporation dated October 6,
2009, the name of the SORIL has been changed from Indiabulls Retail
Services Limited to Store One Retail India Limited. Accordingly, the
title of the Scheme stands changed from Indiabulls Retail Services
Limited Employees Stock Option Scheme - 2009(II) to 'Store One Retail
India Limited Employees Stock Option Scheme - 2009(II).
The SORIL follows the intrinsic value method of accounting as
prescribed in the Guidance Note on Accounting for Employees Share based
Payments ("Guidance Note") issued by the Institute of Chartered
Accountants of India. Since no options have been granted therefore
there is no compensation expense which need to be recognized by the
SORIL.
Other disclosures as to Performa effect had the fair value method been
followed and other related disclosure is not applicable as no options
have been granted.
10. Operating Lease
The Group has taken office premises on operating lease at various
locations and lease rent of Rs. 20,791,472 in respect of the same has
been charged during the year (previous year: 45,710,478). The
underlying agreements are executed for a period generally ranging from
one year to three years, renewable at the option of the Group and the
lessor and are cancellable in some cases, by either party by giving a
notice generally upto 90 days. There are no restrictions imposed by
such leases and there are no subleases.
The Group having dealt in a large number of products, the inventory has
been furnished only a consolidated figure in respect of major items.
*Other items are grouped together, as inventory in respect of each
product is not practical, in view of the nature of operations of the
Group.
11. Related party transactions
Disclosures in respect of Accounting Standard (AS) - 18 'Related party
disclosures', as specified under Section 133 of Companies Act, 2013,
read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended).
This disclosure also includes the amount due to entities pursuant to
clause 32 of listing agreement with stock exchange:
During The year ending March 31, 2015 and March 31, 2014 there were no
material transactions with related parties.,
In accordance with AS 18, disclosures in respect of transactions with
identified related parties are given only for such period during which
such relationships existed. Related party relationships, as given
above, are as identified by the Group and have been relied upon by the
auditors.
12. Contingent liabilities and Commitments
Particulars As at As at
March 31, March 31,
2015 2014
Income Tax matters for the Assessment
Year 2007-08 in respect
of the which appeals have been filed 8,280,195 8,280,195
Income Tax matters for the Assessment
Year 2010-11 in respect of
the which appeals have been filed 2,484,323 2,428,094
Income Tax matters for the Assessment
Year 2011-12 in respect of
the which appeals have been filed 26,031,360 26,031,360
Income Tax matters for the Assessment
Year 2012-13 in respect of
the which appeals have been filed 32,890,190 -
Guarantees issued by banks to Sales
Tax and Custom department
(secured by way of fixed deposits
of the Company) 200,000 900,000
Guarantees issued by banks to
Customer for performance
(secured by way of fixed deposits
of the Company) - 593,780
Claims (Excluding interest) against
the Company not
acknowledged as debts: 5,353,400 4,515,200
Commitments
Estimated amount of contracts
remaining to be executed on capital
account, net of advances 8,690,608 30,772,308
The group has certain litigation cases pending, however, based on legal
advice, the management does not expect any unfavourable outcome
resulting in material adverse effect on the financial position of the
group.
As per the best estimate of the management, no provision is required to
be made in respect of any present obligation as a result of a past
event that could lead to a probable outflow of resources, which would
be required to settle the obligation.
13. The Group has exposure to foreign exchange related risks. The
Group has not entered into any foreign exchange derivative instruments
during the year.
14. Corporate social responsibility expenses
(a) Gross amount required to be spent by the company during the year:
Rs. 7,845,391.
(b) Amount spent during the year on:
15. In the opinion of the Board of Directors, all current assets and
long term loans & advances, appearing in the Balance Sheet as at March
31, 2015, have a value on realization, in the ordinary course of the
Group's business, at least equal to the amount at which they are stated
in the financial statements and hence no provision is required to be
made against the recoverability of these balances.
16. Previous year figures have been regrouped and/or re-classified,
wherever necessary to confirm those of the current year grouping and/or
classification.
Mar 31, 2014
1. Company overview
Indiabulls Wholesale Services Limited ("the Company", "IBWSL") was
incorporated on July 24, 2007 as a wholly owned subsidiary of
Indiabulls Real Estate Limited ("IBREL").
The Company carries on wholesale trading and retail business and is
also developing real estate projects on land situated in Ahmadabad
(Gujarat) and Hyderabad (Andhra Pradesh).
A Scheme of Arrangement ("IBWSL Scheme of Arrangement") between
Indiabulls Real Estate Limited ("Demerged Company", "IBREL") and the
Company ("IBWSL", "Resulting Company") and their respective
shareholders and creditors under Sections 391 - 394 of the Companies
Act, 1956, was sanctioned by the Hon''ble High Court of Delhi at New
Delhi on March 3, 2011. Upon coming into effect of the IBWSL Scheme of
Arrangement on March 31, 2011 and with effect from the Appointed Date
on April 01, 2010, the wholesale trading business stand demerged from
IBREL and transferred to and vested in IBWSL on a going concern basis.
In terms of the Scheme, with effect from the Appointed Date on April
01, 2010:
* Certain assets comprising of fixed assets and loans and advances in
IBREL aggregating to Rs. 4,106,396,502 have been transferred to IBWSL,
at their book values;
* The equity share capital of the demerged Company amounting to Rs.
1,000,000,000 was cancelled;
* The net adjustment for such transfer of assets, liabilities and
cancellation and issue of equity share capital amounting to Rs.
5,005,826,316 has been shown in the General reserve account;
* In terms of the Scheme, all business activities of the IBREL made by
IBREL in trust for IBWSL, carried out on or after the Appointed Date
are deemed to have been carried out by the IBREL on behalf of the IBWSL
on a going concern basis;
* The transfer of proportionate Share warrant has been made as per the
net worth ratio between net worth of the IBREL transferred to IBWSL
pursuant to Scheme and the net worth of the IBREL immediately before
demerger as on appointed date. Proportionate liability in respect of
share warrants representing 25% of the application money amounting to
Rs. 94,248,700 has also been transferred to the Company;
* Pursuant to the scheme being given effect to, by the Company, IBWSL
has allotted one (1) equity share of face value of Rs. 2 each credited
as fully paid-up for every eight (8) equity share of Rs. 2 each held by
such shareholders in the IBREL In terms of the scheme, on April 27,
2011, the Company has issued and allotted 50,285,093 equity shares of
face value of Rs. 2 each aggregating to Rs. 100, 570,186 to the
respective shareholders of IBREL as on the record date i.e. April 25,
2011.
Pursuant to the scheme, the authorised share capital of the Company has
been reorganised to Rs. 1,100,000,000 divided into 550,000,000 equity
shares of Rs. 2 each.
2. Employee benefits Gratuity benefits
In accordance with "The Payment of Gratuity Act, 1972", the Company
provides for gratuity a defined benefit retirement plan (the "Gratuity
Plan") covering certain categories of employees. The Gratuity Plan
provides a lump sum payment to vested employees at retirement or
termination of employment. The amount of payment is based on the
respective employee''s last drawn salary and the years of employment
with the Company. Liabilities in respect of the Gratuity Plan are
determined by an actuarial valuation and this plan is unfunded. The
Company hascredited Rs. 19,690 (previous year:charge of Rs. 260,221)
during the year ended March 31, 2014 and the amount outstanding as at
March 31, 2014 is Rs. 509,321 (previous year: Rs. 584,053).
Compensated absence
Eligible employees are entitled to accumulate compensated absences up
to prescribed limits in accordance with the Company''s policy and
receive cash in lieu thereof. The Company measures the expected cost of
accumulating compensated absences as the additional amount that the
Company expects to pay as a result of the unused entitlement that has
accumulated at the balance sheet date. Such measurement is based on
actuarial valuation as at balance sheet date carried out by a qualified
actuary. The Company had charged Rs. 2,65,440 (previous year:charge of
Rs. 122,162) during the year ended March 31, 2014 and the amount
outstanding as at March 31, 2014 is Rs. 235,588 (previous year: Rs.
244,498).
3. Earnings per equity share
Basic earnings per equity share are computed by dividing the net
(loss)/ profit attributable to equity shareholders for the year by the
weighted average number of equity shares outstanding during the year.
Diluted earnings per share are computed using the weighted average
number of equity shares and also the weighted average number of equity
shares that could have been issued on the conversion of all dilutive
potential equity shares. The dilutive potential equity shares are
adjusted for the proceeds receivable, had the shares been actually
issued at fair value.
Dilutive potential equity shares are deemed converted as of the
beginning of the year, unless they have been issued at a later date.
The number of equity shares and potential diluted equity shares are
adjusted for stock split, bonus shares and the potential dilutive
effect of employee stock option plans as appropriate.
4. Employee Stock Option Schemes
During the year ended March 31, 2012, the Board of Directors and
Shareholders of the Company have given their consent to create, issue,
offer and allot, to the eligible employees of the Company and its
Subsidiary Companies, stock options not exceeding 5,000,000 in number,
representing 5,000,000 Equity shares of face value of Rs. 2 each of the
Company, accordingly the Indiabulls Wholesale Services Limited Employee
Stock Option Scheme - 2011 ("IBWSL ESOP - 2011") has been formed. As
per the scheme Exercise Price will be the market price of the equity
shares of the Company, being the latest available closing price, prior
to the date of grant or as may be decided by the Board or Compensation
Committee. These options vest uniformly over a period of 10 years,
commencing one year after the date of grant. The stock option under
each of the slabs, are exercisable by the option holder within a period
of five years from the relevant vesting date.
The Compensation Committee of the Board of Directors of the Company
granted 1,257,000 (Twelve Lac Fifty Seven Thousand only) stock options
in its meeting held on February 28, 2012, 650,000 (Six Lac Fifty
Thousand only) stock options in its meeting held on March 29, 2012,
150,000 (One Lakh Fifty Thousand only) stock options in its meeting
held on July 10, 2012, 850,000 (Eight Lakhs Fifty Thousand only) stock
options in its meeting held on September 17, 2012, 160,000 (One Lakhs
Sixty Thousand only) stock options in its meeting held on held on
February 2, 2013, 150,000 (One Lakhs Fifty Thousand only) stock
options, in its meeting held on February 22, 2013, 2,50,000(Two Lakh
Fifty thousand only) stock options, in its meeting held on May 9, 2013,
4,00,000(Four lakh only) stock options, in its meeting held October 1,
2013, 1,90,000 (One lakh ninety thousand only) in its meeting held on
October 31, 2013 in terms of the IBWSL ESOP- 2011. These options
represent an equal number of Equity shares of face value Rs. 2 each in
the Company and shall vest within ten years beginning from March 1,
2013, March 30, 2013, July 11, 2013, September 18, 2013, February 3,
2014, February 23, 2014, May 10, 2014, October 2, 2014 and November 1,
2014, being the first vesting date(s), respectively. Further the
options granted under each slab, can be exercised within a period of
five years from the relevant vesting date(s).
The Company follows the Intrinsic Value method of accounting as
prescribed in the Guidance Note on Accounting for Employees Share Based
Payments ("Guidance Note"), issued by the Institute of Chartered
Accountants of India. Since, on the date of grant, the intrinsic value
of the options granted was equal to the exercise price, no deferred
employee stock compensation cost has been recorded in the financial
statements. The fair value of the options under IWSL ESOS -2011 using
the Black-Scholes model, based on the following parameters, is as
below, as certified by an independent firm of chartered accountants.
5. Contingent liabilities and Commitment
a) Contingent liabilities, not acknowledged as debt, include:
Particulars As at As at
March 31,2014 March 31,2013
Income Tax matters for the
Assessment Year 2010-11 in respect 2,428,094 3,029,743
of the which appeals have been filed
Corporate Guarantee in respect of
credit facility availed by Subsidiary 211,466,235 57,213,156
As per best estimate of the management, no provision is required to be
made in respect of any present obligation as a result of a past event
that could lead to a probable outflow of resources, which would be
required to settle the obligation.
b) Capital and other commitment
On 6th December 2012, the company has made an acquisition of 44,00,000
equity warrants of Store One Retail India Limited (SORIL), convertible
into equivalent number of equity shares of face value of Rs. 10 each at
a conversion price of Rs. 30.50 per equity share, of which 25%
amounting to Rs. 33,550,000 of the total conversion price has been paid
up front. The remaining 75% of the conversion price aggregating to Rs.
100,650,000 is uncalled as on date and remain payable by the company.
6. The Company has not entered into any derivative instrument during
the year. The Company does not have any foreign currency exposures
towards receivables, payables or any other derivative instrument that
have not been hedged.
7. In respect of amounts as mentioned under Section 205C of the
Companies Act, 1956, there were no dues required to be credited to the
Investor Education and Protection Fund as at March 31, 2014.
8. The Company considers its investment in subsidiaries as strategic
and long term in nature and accordingly, in the view of the management,
any decline in value of such long-term investments in subsidiaries is
considered as temporary in nature and hence no provision is considered
necessary
9. In the opinion of the Board of Directors, all current assets and
long term loans & advances, appearing in the balance sheet as at March
31, 2014, have a value on realization, in the ordinary course of the
Company''s business, at least equal to the amount at which they are
stated in the financial statements and hence no provision is required
to be made against the recoverability of these balances.
10. Previous year figures have been regrouped and/or re-arranged,
wherever necessary to conform to current year groupings and/or
classifications.
Mar 31, 2013
1. Company overview
Indiabulls Wholesale Services Limited ("the Company", "IBWSL") was
incorporated on July 24, 2007 as a wholly owned subsidiary of
Indiabulls Real Estate Limited ("IBREL").
The Company carries on wholesale trading and retail business and is
also developing real estate projects on land situated in Ahmedabad
(Gujarat) and Hyderabad (Andhra Pradesh).
A Scheme of Arrangement ("IBWSL Scheme of Arrangement") between
Indiabulls Real Estate Limited ("Demerged Company", "IBREL") and the
Company ("IBWSL", "Resulting Company") and their respective
shareholders and creditors under Sections 391 - 394 of the Companies
Act, 1956, was sanctioned by the Hon''ble High Court of Delhi at New
Delhi on March 3, 2011. Upon coming into effect of the IBWSL Scheme of
Arrangement on March 31, 2011 and with effect from the Appointed Date
on April 01, 2010, the wholesale trading business stand demerged from
IBREL and transferred to and vested in IBWSL on a going concern basis.
In terms of the Scheme, with effect from the Appointed Date on April
01, 2010:
- Certain assets comprising of fixed assets and loans and advances in
IBREL aggregating to Rs. 4,106,396,502 have been transferred to IBWSL,
at their book values;
- The equity share capital of the demerged Company amounting to Rs.
1,000,000,000 was cancelled;
- The net adjustment for such transfer of assets, liabilities and
cancellation and issue of equity share capital amounting to Rs.
5,005,826,316 has been shown in the General reserve account;
- In terms of the Scheme, all business activities of the IBREL made
by IBREL in trust for IBWSL, carried out on or after the Appointed Date
are deemed to have been carried out by the IBREL on behalf of the IBWSL
on a going concern basis;
- The transfer of proportionate Share warrant has been made as per
the net worth ratio between net worth of the IBREL transferred to IBWSL
pursuant to Scheme and the net worth of the IBREL immediately before
demerger as on appointed date. Proportionate liability in respect of
share warrants representing 25% of the application money amounting to
Rs. 94,248,700 has also been transferred to the Company;
- Pursuant to the scheme being given effect to, by the Company, IBWSL
has allotted one (1) equity share of face value of Rs. 2 each credited
as fully paid-up for every eight (8) equity share of Rs. 2 each held by
such shareholders in the IBREL
In terms of the scheme, on April 27, 2011, the Company has issued and
allotted 50,285,093 equity shares of face value of Rs. 2 each
aggregating to Rs.100, 570,186 to the respective shareholders of IBREL
as on the record date i.e. April 25, 2011
Pursuant to the scheme, the authorised share capital of the Company has
been reorganised to Rs. 1,100,000,000 divided into 550,000,000 equity
shares of Rs.2 each.
2. Basis of preparation of financial statements
a) Statement of compliance
The financial statements are prepared under the historical cost
convention on an accrual basis, in accordance with the generally
accepted accounting principles in India and in compliance with the
applicable accounting standards as notified under the Companies
(Accounting Standards) Rules, 2006, as amended and as per Revised
Schedule VI to the Companies Act, 1956. All assets and liabilities have
been classified as current or non-current as per the Company''s normal
operating cycle and other criteria set out in the Revised Schedule VI
to the Companies Act, 1956.
b) Use of estimates
The presentation of financial statements in conformity with the
generally accepted accounting principles requires estimates and
assumptions to be made that affect the reported amount of assets and
liabilities and disclosure of contingent liabilities as on the date of
the financial statements and the reported amount of revenues and
expenses during the reporting year. Differences between the actual
results and estimates are recognized in the year in which the results
are known or materialized.
3. Share Warrants
During the year ended March 31, 2011, the Board of Directors of the
Indiabulls Real Estate Limited (IBREL) at their meeting held on August
26, 2010 and as already approved by the Shareholders of IBREL through
postal ballot on August 12, 2010 has allotted 28,700,000 share
warrants, convertible into 28,700,000 Equity Shares of face value of
Rs. 2 each to the promoter group entities and key management personnel
of IBREL on preferential allotment basis, pursuant to Section 81(1A) of
the Companies Act, 1956 at a conversion price of Rs.165 per Equity
Share of the IBREL, as determined with applicable provisions of chapter
VII of SEBI (issue of Capital and Disclosure Requirements) Regulation
2009 and 25% application money amounting to Rs. 1,183,875,000 was
received from them.
Pursuant to the IBWSL Scheme of Arrangement, the company has issued
3,587,500 warrants of the Company and proportionate liability in
respect of these share warrants amounting to Rs. 94,248,700
(representing 7.96% of total application money received by IBREL) has
been transferred by IBREL.
The holders of 3,587,500 warrants have informed the Company about their
unwillingness to exercise these warrants at an exercise price of Rs.
105.09 per warrant of the Company (out of which Rs. 26.27 was already
paid-up). In view thereof, 3,587,500 warrants allotted to them now
stands lapsed and money collected against these warrants stand added to
the capital reserve of the company.
4. Employee benefits Gratuity benefits
In accordance with "The Payment of Gratuity Act, 1972", the Company
provides for gratuity a defined benefit retirement plan (the "Gratuity
Plan") covering certain categories of employees. The Gratuity Plan
provides a lump sum payment to vested employees at retirement or
termination of employment. The amount of payment is based on the
respective employee''s last drawn salary and the years of employment
with the Company. Liabilities in respect of the Gratuity Plan are
determined by an actuarial valuation and this plan is unfunded. The
Company had charged Rs.260,221 (previous year: credit of Rs. 22,383)
during the year ended March 31, 2013 and the amount outstanding as at
March 31, 2013 is Rs. 584,053 (previous year: Rs. 364,055).
Compensated absence
Eligible employees are entitled to accumulate compensated absences up
to prescribed limits in accordance with the Company''s policy and
receive cash in lieu thereof. The Company measures the expected cost of
accumulating compensated absences as the additional amount that the
Company expects to pay as a result of the unused entitlement that has
accumulated at the balance sheet date. Such measurement is based on
actuarial valuation as at balance sheet date carried out by a qualified
actuary. The Company had charged Rs. 122,162 (previous year: credit of
Rs. 16,930) during the year ended March 31, 2013 and the amount
outstanding as at March 31, 2013 is Rs.244,498 (previous year: Rs.
158,334).
The components of gratuity & compensated absence cost recognized, in
accordance with AS-15 (Revised) on "Employee benefits", for the years
ended March 31, 2013 and March 31, 2012 are enumerated as below:
5. Income Tax
Current tax
Current tax for the year includes earlier year tax charge of Rs.
1,539,445 (Previous Year Rs.NIL).
Deferred tax
In compliance with Accounting Standard 22 (AS 22) - ''Accounting for
taxes on income'', as notified under the Companies (Accounting
Standards) Rules, 2006, as amended, the Company has recognised deferred
tax credit of Rs. 18,506,060 (previous year: credit of Rs. 3,004,837)
in the statement of profit and loss during the year ended March 31,
2013.
6. Earnings per equity share
Basic earnings per equity share are computed by dividing the net
(loss)/ profit attributable to equity shareholders for the year by the
weighted average number of equity shares outstanding during the year.
Diluted earnings per share are computed using the weighted average
number of equity shares and also the weighted average number of equity
shares that could have been issued on the conversion of all dilutive
potential equity shares. The dilutive potential equity shares are
adjusted for the proceeds receivable, had the shares been actually
issued at fair value.
Dilutive potential equity shares are deemed converted as of the
beginning of the year, unless they have been issued at a later date.
The number of equity shares and potential diluted equity shares are
adjusted for stock split, bonus shares and the potential dilutive
effect of employee stock option plans as appropriate.
7. Employee Stock Option Schemes
During the year ended March 31, 2012, the Board of Directors and
Shareholders of the Company have given their consent to create, issue,
offer and allot, to the eligible employees of the Company and its
Subsidiary Companies, stock options not exceeding 5,000,000 in number,
representing 5,000,000 Equity shares of face value of Rs. 2 each of the
Company, accordingly the Indiabulls Wholesale Services Limited Employee
Stock Option Scheme - 2011 ("IBWSL ESOP - 2011") has been formed. As
per the scheme Exercise Price will be the market price of the equity
shares of the Company, being the latest available closing price, prior
to the date of grant or as may be decided by the Board or Compensation
Committee. These options vest uniformly over a period of 10 years,
commencing one year after the date of grant. The stock option under
each of the slabs, are exercisable by the option holder within a period
of five years from the relevant vesting date.
The Compensation Committee of the Board of Directors of the Company
granted 1,257,000 (Twelve Lac Fifty Seven Thousand only) stock options
in its meeting held on February 28, 2012, 650,000 (Six Lac Fifty
Thousand only) stock options in its meeting held on March 29, 2012,
150,000 (One Lakh Fifty Thousand only) stock options in its meeting
held on July 10, 2012, 850,000 (Eight Lakhs Fifty Thousand only) stock
options in its meeting held on September 17, 2012, 160,000 (One Lakhs
Sixty Thousand only) stock options in its meeting held on February 2,
2013 and 150,000 (One Lakhs Fifty Thousand only) stock options, in its
meeting held on February 22, 2013, in terms of the IBWSL ESOP- 2011.
These options represent an equal number of Equity shares of face value
Rs. 2 each in the Company and shall vest within ten years beginning
from March 1, 2013, March 30, 2013, July 11, 2013, September 18, 2013,
February 3, 2014 and February 23, 2014, being the first vesting
date(s), respectively. Further the options granted under each slab, can
be exercised within a period of five years from the relevant vesting
date(s).
The Company follows the Intrinsic Value method of accounting as
prescribed in the Guidance Note on Accounting for Employees Share Based
Payments ("Guidance Note"), issued by the Institute of Chartered
Accountants of India. Since, on the date of grant, the intrinsic value
of the options granted was equal to the exercise price, no deferred
employee stock compensation cost has been recorded in the financial
statements. The fair value of the options under IWSL ESOS -2011 using
the Black-Scholes model, based on the following parameters, is as
below, as certified by an independent firm of chartered accountants.
8. Operating Lease
The company has taken office premises on operating lease at various
locations and lease rent of Rs.3,763,661 (Previous year Rs. 6,845,352)
in respect of the same has been charged during the year. The underlying
agreements are executed for a period generally ranging from one year to
three years, renewable at the option of the Company and the lessor and
are cancellable in some cases, by either party by giving a notice
generally upto 90 days. There are no restrictions imposed by such
leases and there are no subleases. The minimum lease rentals payable in
respect of such operating leases are as under:
9. Contingent liabilities and Commitment
a) Contingent liabilities, not acknowledged as debt, include:
Particulars As at As at
31-Mar-13 31-Mar-12
Income Tax matters for the Assessment Year
2010-11 in respect of which appeals have
been filed 3,029,743 -
Corporate Guarantee in respect of credit
facility availed by Subsidiary 57,213,156 -
As per best estimate of the management, no provision is required to be
made in respect of any present obligation as a result of a past event
that could lead to a probable outflow of resources, which would be
required to settle the obligation.
b) Capital and other commitment
On 6th December 2012, the company has made an acquisition of 44,00,000
equity warrants of Store one Retail India Limited (SORIL), convertible
into equivalent number of equity shares of face value of Rs. 10 each at
a conversion price of Rs. 30.50 per equity share, of which 25%
amounting to Rs. 33,550,000 of the total conversion price has been paid
upfront. The remaining 75% of the conversion price aggregating to Rs.
100,650,000 is uncalled as on date and remain payable by the company.
10. The Company has not entered into any derivative instrument during
the year. The Company does not have any foreign currency exposures
towards receivables, payables or any other derivative instrument that
have not been hedged.
11. In respect of amounts as mentioned under Section 205C of the
Companies Act, 1956, there were no dues required to be credited to the
Investor Education and Protection Fund as at March 31, 2013.
12. The Company considers its investment in subsidiaries as strategic
and long term in nature and accordingly, in the view of the management,
any decline in value of such long-term investments in subsidiaries is
considered as temporary in nature and hence no provision is considered
necessary
13. In the opinion of the Board of Directors, all current assets and
long term loans & advances, appearing in the Balance Sheet as at March
31, 2013, have a value on realization, in the ordinary course of the
Company''s business, at least equal to the amount at which they are
stated in the financial statements and hence no provision is required
to be made against the recoverability of these balances.
14. Previous year figures have been regrouped and/or re-arranged,
wherever necessary to conform to current year groupings and/or
classifications.
Mar 31, 2012
1. Company overview
Indiabulls Wholesale Services Limited ("the Company", "IBWSL") was
incorporated on July 24, 2007 as a wholly owned subsidiary of
Indiabulls Real Estate Limited ("IBREL").
The Company carries on wholesale trading and retail business and is
also developing Real Estate Projects on land situated in Ahmedabad
(Gujarat) and Hyderabad (Andhra Pradesh).
A Scheme of Arrangement ("IBWSL Scheme of Arrangement") between
Indiabulls Real Estate Limited ("Demerged Company", "IBREL") and the
Company ("IBWSL", "Resulting Company") and their respective
shareholders and creditors under Sections 391 - 394 of the Companies
Act, 1956, was sanctioned by the Hon'ble High Court of Delhi at New
Delhi on March 3,2011. Upon coming into effect of the IBWSL Scheme of
Arrangement on March 31, 2011 and with effect from the Appointed Date
on April 01, 2010, the Wholesale trading business stand demerged from
IBREL and transferred to and vested in IBWSL on a going concern basis.
In terms of the Scheme, with effect from the Appointed Date on April
01,2010:
Certain assets comprising of fixed assets and loans and advances in
IBREL aggregating to Rs. 4,106,396,502 have been transferred to IBWSL,
at their book values;
The equity share capital of the demerged Company amounting to Rs.
1,000,000,000 was cancelled;
The net adjustment for such transfer of assets, liabilities and
cancellation and issue of equity share capital amounting to Rs.
5,005,826,316 has been shown in the General reserve account;
In terms of the Scheme, all business activities of the IBREL made by
IBREL in trust for IBWSL, carried out on or after the Appointed Date
are deemed to have been carried out by the IBREL on behalf of the IBWSL
on a going concern basis;
The transfer of proportionate Share warrant has been made as per the
net worth ratio between net worth of the IBREL transferred to IBWSL
pursuant to Scheme and the net worth of the IBREL immediately before
demerger as on appointed date. Proportionate liability in respect of
share warrants representing 25% of the application money amounting to
Rs. 94,248,700 has also been transferred to the Company;
Pursuant to the scheme being given effect to, by the Company, IBWSL has
allotted one (1) equity share of face value of Rs. 2 each credited as
fully paid-up for every eight (8) equity share of Rs. 2 each held by
such shareholders in the IBREL.
In terms of the scheme, on April 27, 2011, the Company has issued and
allotted 50,285,093 equity shares of face value of Rs. 2 each
aggregating to Rs.100,570,186 to the respective shafeholders of IBREL
as on the record date i.e. April 25,2011.
Pursuant to the scheme, the authorised share capital of the Company has
been reorganised to Rs. 1,100,000,000 divided into 550,000,000 equity
shares of Rs.2 each.
2. Share warrants:
During the year ended March 31, 2011, the Board of Directors of the
Indiabulls Real Estate Limited (IBREL) at their meeting held on August
26, 2010 and as already approved by the Shareholders of IBREL through
postal ballot on August 12, 2010 has allotted 28,700,000 share
warrants, convertible into 28,700,000 Equity Shares of Rs. 2 each to
the promoter group entities and key management personnel of IBREL on
preferential allotment basis, pursuant to Section 81(1 A) of the
Companies Act, 1956 at a conversion price of Rs.165 per Equity Share of
the IBREL, as determined with applicable provisions of chapter VII of
SEBI (issue of Capital and Disclosure Requirements) Regulation 2009 and
25% application money amounting to Rs. 1,183,875,000 was received from
them.
Pursuant to the IBWSL Scheme of Arrangement, the company has issued
3,587,500 warrants of the Company and proportionate liability in
respect of these share warrants amounting to Rs. 94,248,700
(representing 7.96% of total application money received by IBREL) has
been transferred by IBREL.
The holders of 3,587,500 warrants have informed the Company about their
unwillingness to exercise these warrants at an exercise price of Rs.
105.09 per warrant of the Company (out of which Rs. 26.27 was already
paid-up). In view thereof, 3,587,500 warrants allotted to them now
stands lapsed and money collected against these warrants stand added to
the capital reserve of the company.
3. The Company acquired 12,783,310 equity shares of Piramyd Retail
Limited ("PRL"), comprising 63.92% of the outstanding share capital of
PRL. The name of PRL was changed to Indiabulls Retail Services L "nited
("IBRSL"), subsequent to receipt of approval from PRL's Shareholders on
May 12,2008. During the year ended March 31,2010, the name of IBRSL was
changed to Store One Retail India Limited ("SORIL"), subsequent to
receipt of approval from IBRSL's Shareholders on September 30, 2009.
The company bought 2,517,700 preference shares of SORIL having face
value of Rs. 10 each at a premium of Rs 990 per share.
The Company's investment in 63.92% of the outstanding equity shares of
SORIL was acquired a d is held with an exclusive intention to be
disposed in the near future. Management is of the opinion that the fa
value of this investment is not reflected in the quoted closing price
per share of SORIL on the National Stock Exch
The Board of Director of the Company at its meeting held on April 30,
2012, advised the management to discuss & evaluate various options to
restructure the wholesale trading business, being carried by the
Company and its subsidiaries including Store One Retail India Limited
("SORIL")
4. Employee benefits
Gratuity benefits
In accordance with "The Payment of Gratuity Act, 1972", the Company
provides for gratuity a defined benefit retirement plan (the "Gratuity
Plan") covering certain categories of employees. The Gratuity Plan
provides a lump sum payment to vested employees at retirement or
termination of employment. The amount of payment is based on the
respective employee's last drawn salary and the years of employment
with the Company. Liabilities in respect of the Gratuity Plan are
determined by an actuarial valuation and this plan is unfunded. The
Company had charged i-fs.22,383 (previous year: credit of Rs. 157,453)
during the year ended March 31,2012 and the amount outstanding as at
March 31, 2012 is Rs. 364,055 (previous year: Rs. 351,600).
Compensated absences
Eligible employees are entitled to accumulate compensated absences up
to prescribed limits in accordance with the Company's policy and
receive cash in lieu thereof. The Company measures the expected cost of
accumulating compensated absences as the additional amount that the
Company expects to pay as a result of the unused entitlement that has
accumulated at the balance sheet date. Such measurement is based on
actuarial valuation as at balance sheet date carried out by a qualified
actuary. The Company had charged Rs.16,930 {previous year: credit of
Rs. 17,728) during the year ended March 31,2012 and the amount
outstanding as at March 31,2012 is Rs.158,334 (previous year:
Rs.141,700).
5. Income Tax
Current tax
Current tax for the year includes earlier year tax adjustments of ks
Nil (Previous Year Rs. 57,815).
Deferred tax
In compliance with Accounting Standard 22 (AS 22) - 'Accounting for
taxes on income', as notified under the Companies (Accounting Standards) Rules, 2006, as amended, the Company has recognised deferred tax credit
of Rs. 3,004,837 (previous year: charged Rs. 6,256,793) in the statement
of profit and loss during the year ended March 31,2012.
6. Earnings per equity share
Basic earnings per equity share are computed by dividing the net
profit/ (loss) attributable to equity shareholders for the year by the
weighted average number of equity shares outstanding during the year.
Diluted earnings per share are computed using the weighted average
number of equity shares and also the weighted average number of equity
shares that could have been issued on the conversion of all dilutive
potential equity shares. The dilutive potential equity shares are
adjusted for the proceeds receivable, had the shares been actually
issued at fair value.
Dilutive potential equity shares are deemed converted as of the
beginning of the year, unless they have been issued at a later date.
The number of equity shares and potential diluted equity shares are
adjusted for stock split, bonus shares and the potential dilutive
effect of employee stock option plans as appropriate.
7. Employee Stock Option Schemes
During the year ended March 31, 2012, the Board of Directors and
Shareholders of the Company have given their consent to create, issue,
offer and allot, to the eligible employees of the Company and its
Subsidiary Companies, stock options not exceeding 5,000,000 in number,
representing 5,000,000 Equity shares of face value of Rs. 2 each of the
Company, accordingly the Indiabulls Wholesale Services Limited Employee
Stock Option Scheme - 2011 ("IBWSL ESOP - 2011") has been formed. As
per the scheme Exercise Price will be the market price of the equity
shares of the Company, being the latest available closing price, prior
to the date of grant or as may be decided by the Board or Compensation
Committee. These options vest uniformly over a period of 10 years,
commencing one year after the date of grant. The stock option under
each of the slabs, are exercisable by the option holder within a period
of five years from the relevant vesting date.
The Compensation Committee of the Board of Directors has in its meeting
held on February 28, 2012, granted 1,257,000 (Twelve Lac Fifty Seven
Thousand only) stock options at an exercise price of Rs 8.28 per option
in terms of the IBWSL ESOP-2011 .These options shall vest within ten
years beginning from March 1,2013 the first vesting date.
The Compensation Committee of the Board of Directors has in its meeting
held on March 29,2012, granted 650,000 (Six Lac Fifty Thousand only)
stock options at an exercise price of Rs 7.80 per option in terms of
the IBWSL ESOP- 201 1 .These options shall vest within ten-years
beginning from March 30,2013 the first vesting date.
The Company follows the Intrinsic Value method of accounting as
prescribed in the Guidance Note on Accounting for Employees Share Based
Payments ("Guidance Note"), issued by the Institute of Chartered
Accountants of India. Since, on the date of grant, the intrinsic value
of the options granted was equal to the exercise price, no deferred
employee stock compensation cost has been recorded in the financial
statements. The fair value of the options under IWSL ESOS -2011 using
the Black-Scholes model, based on the following parameters, is as
below, as certified by an independent firm of chartered accountants
8. Operating Lease
The Company has taken office premises on operating lease at various
locations and lease rent of Rs. 6,845,352 (Previous year Rs. 779,129)
in respect of the same has been charged during the year. The underlying
agreements are executed for a period generally ranging from one year to
three years, renewable at the option of the Company and the lessor and
are cancellable in some cases, by either party by giving a notice
generally upto 90 days. There are no restrictions imposed by such
leases and there are no subleases. The minimum lease rentals payable in
respect of such operating leases are as under:
9. Contingent liabilities and Commitment
There are no contingent liabilities and commitment to be reported as at
March 31,2012 (Previous Year: Nil).
10. The Company has not entered into any derivative instrument during
the year. The Company does not have any foreign currency exposures
towards receivables, payables or any other derivative instrument that
have not been hedged.
11. In respect of amounts as mentioned under Section 205C of the
Companies Act, 1956, there were no dues required to be credited to the
Investor Education and Protection Fund as at March 31,2012.
12. In the opinion of the Board of Directors, all current assets and
long term loans & advances, appearing in the balance sheet as at March
31, 2012, have a value on realization, in the ordinary course of the
Company's business, at least equal to the amount at which they are
stated in the financial statements and hence no provision is required
to be made against the recoverability of these balances.
13. Previous year figures have been regrouped and/or re-arranged,
wherever necessary to conform to current year groupings and/or
classifications.
Mar 31, 2011
1. Overview:
Indiabulls Wholesale Services Limited ("the CompanyÂ) ("IBWSLÂ) was
incorporated on July 24, 2007 as a wholly owned subsidiary of
Indiabulls Real Estate Limited ("IBRELÂ) with an authorized capital of
Rs. 20,000,000 divided into 2,000,000 equity shares of Rs.10 each. The
authorised capital of the company increased to Rs.1,100,000,000 with
effect from October 24, 2007.
The company is developing Real Estate Projects on land situated in
Ahmedabad (Gujarat) and Hyderabad (Andhra Pradesh).
A Scheme of Arrangement ("IBWSL Scheme of ArrangementÂ) between
Indiabulls Real Estate Limited ("Demerged CompanyÂ, "IBRELÂ) and the
Company ("IBWSLÂ, "Resulting CompanyÂ) and their respective
shareholders and creditors under Sections 391 Â 394 of the Companies
Act, 1956, was sanctioned by the Hon''ble High Court of Delhi at New
Delhi on March 3, 2011. Upon coming into effect of the Scheme of
Arrangement on March 31, 2011 and with effect from the Appointed Date
on April 01, 2010, the Wholesale trading business stand demerged from
IBREL and transferred to and vested in IBWSL on a going concern basis.
In terms of the Scheme, with effect from the Appointed Date on April
01, 2010:
a) Certain Assets comprising of Fixed Assets and Loans and Advances in
the IBREL aggregating to Rs. 4,106,396,502 have been transferred to
IBWSL, at their book values;
b) The Equity Share Capital of the Company amounting to Rs.
1,000,000,000 was cancelled;
c) The net adjustment for such transfer of assets, liabilities and
cancellation and issue of Equity Share Capital amounting to Rs.
5,005,826,316 has been shown in the General Reserve Account;
d) In terms of the Scheme, all business activities of the IBREL made by
IBREL in trust for IBWSL, carried out on or after the Appointed Date
are deemed to have been carried out by the IBREL on behalf of the IBWSL
on a going concern basis;
e) The transfer of proportionate Share warrant has been made as per the
net worth ratio between net worth of the IBREL transferred to IBWSL
pursuant to Scheme and the net worth of the IBREL immediately before
demerger as on Appointed Date ie. April 01, 2010. Proportionate
liability in respect of Share Warrants representing 25% of the
application money amounting to Rs. 94,248,700 has also been transferred
to the Company;
f) Pursuant to the Scheme being given effect to, by the Company, IBWSL
has allotted one (1) Equity Share of face value of Rs. 2 each credited
as fully paid-up for every eight (8) Equity share of Rs. 2 each held by
such shareholders in the IBREL
In terms of the Scheme, on April 27, 2011, the Company has issued and
allotted 50,285,093 Equity shares of face value of Rs. 2 each
aggregating to Rs.100,570,186 to the respective shareholders of IBREL
as on the record date i.e April 25, 2011.
Pursuant to the Scheme, the Authorised Share Capital of the Company has
been reorganised to Rs. 1,100,000,000 divided into 550,000,000 Equity
shares of Rs.2/-each.
2. Share Warrants:
During the year, the Board of Directors of the IBREL at their meeting
held on August 26, 2010 and as already approved by the Shareholders of
the IBREL through postal ballot on August 12, 2010 has allotted
28,700,000 share warrants, convertible into 28,700,000 Equity Shares of
Rs. 2 each to the Promoter group entities, Joint Managing Directors and
Key Management Personnel of the IBREL on preferential allotment basis,
pursuant to Section 81(1A) of the Companies Act, 1956 at a conversion
price of Rs.165 per Equity Share of the IBREL, as determined with
applicable provisions of chapter VII of SEBI (issue of Capital and
Disclosure Requirements) Regulation 2009 and 25% application money
amounting to Rs. 1,183,875,000 was received from them. Pursuant to the
Scheme of Arrangement, the company has issued 3,587,500 warrants and
proportionate liability in respect of Share warrants amounting to Rs.
94,248,700 representing 7.96% of application money has been transferred
by the IBREL.
3. The Company acquired 12,783,310 equity shares of Piramyd Retail
Limited ("PRLÂ), comprising 63.92% of the outstanding share capital of
PRL. The name of PRL was changed to Indiabulls Retail Services Limited
("IBRSLÂ), subsequent to receipt of approval from PRL''s Shareholders on
May 12, 2008. During the year ended March 31, 2010, the name of IBRSL
was changed to Store One Retail India Limited ("SORILÂ), subsequent to
receipt of approval from IBRSL''s Shareholders on September 30, 2009.
The Company''s investment in 63.92% of the outstanding equity shares of
SORIL was acquired and is held with an exclusive intention to be
disposed in the near future. Management is of the opinion that the fair
value of this investment is not reflected in the quoted closing price
per share of SORIL on the National Stock Exchange of India Limited, of
Rs.14.65 (Previous Year Rs. 30.65) per equity share on March 31, 2011
as
it does not consider the fair value of controlling interest embodied in
the investment. Management has thus, not considered the fall in the
quoted closing price per share of SORIL as diminution of current
investments and therefore, not charged Rs. 236,164,398 (Previous Year
Rs. 31,631,438) to the Profit and Loss Account.
4. Employee Benefts
Disclosures in respect of Employee Benefits in accordance with
Accounting Standard (AS) Â15 "Employee Benefits as notified under the
Companies (Accounting Standards) Rules, 2006, as amended:
Contributions are made to Government Provident Fund and Family Pension
Fund which covers all regular employees eligible under applicable acts.
Both the employees and the Company make predetermined contributions to
the Provident Fund. The contributions are normally based on a certain
proportion of the employee''s salary.
Provisions for unfunded gratuity and compensated absences for all
eligible employees are based upon actuarial valuation conducted by an
independent actuary. Major drivers in actuarial assumptions, typically,
are years of service and employee compensation. Gains and losses on
changes in actuarial assumptions during the year ended March 31, 2011,
have been accounted for in the Profit and Loss Account/Real Estate
Project under Development.
5. Disclosure in respect of Accounting Standard (AS) - 18 "Related
Party Disclosures as notifed under the Companies (Accounting
Standards) Rules, 2006, as amended :
a) Related Parties where control exists:
Erstwhile Holding Company Indiabulls Real Estate Limited*
Subsidiaries Store One Retail India Limited
(Formerly Indiabulls Retail Services Limited) Lucina Infrastructure
Limited Sentia Properties Limited Albasta Power Limited
b) Other Related Parties:
Erstwhile Fellow Subsidiaries Lucina Land Development Limited*
Sentia Infrastructure Limited*
Key Management Personnel: Mr. Sameer Gehlaut
(Promoter of the Company) Mr. Rajiv Rattan (Promoter of the Company)
Mr. Saurabh K Mittal (Promoter of the Company) Mr. Surinder Singh
Kadyan (Whole Time Director)
*The transactions with Company''s erstwhile holding Company and
erstwhile fellow subsidiaries with effect from Appointed Date, have not
been treated as related party transactions as they do not qualify as
being Related Parties during the year.
6. Earnings per Share:
Basic Earnings Per share is computed by dividing the net profit/ (loss)
attributable to equity shareholders for the year by the weighted
average number of equity shares outstanding during the year. Diluted
Earnings per Share is computed using the weighted average number of
equity shares and also the weighted average number of equity shares
that could have been issued on the conversion of all diluted potential
equity shares. The diluted potential equity shares are adjusted for the
proceeds receivable, had the shares been actually issued at fair value.
7. The company has taken office premises on operating lease at various
locations and lease rent of Rs. 779,129 (Previous year Rs. 434,380) in
respect of the same has been charged to Profit and Loss Account/ Real
Estate Project under Development. The underlying agreements are
executed for a period generally ranging from one year to three years,
renewable at the option of the Company and the lessor and are
cancellable in some cases, by either party by giving a notice generally
upto 90 days. There are no restrictions imposed by such leases and
there are no subleases. The minimum lease rentals payable in respect of
such operating leases, are as under:
8. The Company''s primary business segment is reflected based on
principal business activities carried on by the Company i.e .purchase,
sale, dealing, construction and development of real estate projects and
all other related activities. The Company operates in domestic market
only. Considering the nature of Company''s business and operations and
based on the information available with the management no further
disclosures are required in respect of reportable segments, under
Accounting Standard (AS)  17 "Segment Reporting as notified under the
Companies (Accounting Standards) Rules, 2006, other than those already
provided in the financial statements
9. During the year ended March 31, 2011, the Company has inventorised
borrowing costs of Rs.Nil (Previous Year Rs. 10,470,932) to cost of
Real Estate Projects under Development.
10. In Compliance with Accounting Standard (AS) - 22 "Accounting for
Taxes on IncomeÂ, as notified under the Companies (Accounting
Standards) Rules, 2006 as amended, the Company has debited deferred tax
charge of Rs. 6,256,793 in the profit and loss account during the year
ended March 31, 2011.
11. As per the best estimate of the management, no provision is
required to be made as per Accounting Standard (AS) - 29 "Provisions,
Contingent Liabilities and Contingent AssetsÂ, as notified under the
Companies (Accounting Standards) Rules, 2006, as amended, in respect of
any present obligation as a result of a past event that could lead to a
probable outflow of resources, which would be required to settle the
obligation.
12. In respect of amounts as mentioned under Section 205C of the
Companies Act, 1956, there were no dues required to be credited to the
Investor Education and Protection Fund as on March 31, 2011.
13. Disclosures under the Micro, Small and Medium Enterprises
Development Act, 2006 :
a) There is no payment due to suppliers as at the end of the accounting
year on account of Principal and Interest.
b) No interest was paid during the Year in terms of Section 16 of the
Micro, Small and Medium Enterprises Development Act, 2006 and no amount
was paid to the supplier beyond the appointed date.
c) No interest is payable at the end of the Year other than interest
under Micro, Small and Medium Enterprises Development Act, 2006.
d) No amount of interest was accrued and unpaid at the end of the
accounting Year.
The above information and that given in Schedule-12 "Current
Liabilities regarding Micro, Small and Medium Enterprises has been
determined to the extent such parties have been identified on the basis
of information available with the Company. This has been relied upon by
the auditors.
14. The company has not entered into any derivative instrument during
the Year. The company does not have any foreign currency exposure
towards receivables, payables or any other derivative instrument that
have not been hedged.
15. Contingent Liability not provided for in respect of :
Estimated amount of Contracts remaining to be executed on Capital
Account and not provided for of Rs.Nil (Previous Year Rs. 198,908).
16. In the opinion of the Board of Directors of the Company, all
Current Assets, Loans and Advances appearing in the balance sheet as at
March 31, 2011 have a value on realization in the ordinary course of
the Company''s business at least equal to the amount at which they are
stated in the balance sheet. Certain balances shown under loans and
advances are subject to confirmation / reconciliation. In the opinion
of the Board of Directors, no provision is required to be made against
the recoverability of these balances.
17. Previous year figures have been regrouped and / or re-arranged
wherever necessary to confirm to current year groupings and
classifications.
Mar 31, 2010
1. Overview:
indiabulls Wholesale Services Limited ("the Company") ("IWSL") was
Incorporated on July 24, 2007 as a wholly owned subsidiary of
Indiabulls Real Estate Limited ("IBREL") with an authorized capital of
Rs,20.000,000 divided into 2,000,000 equity shares of Rs.10 each. The
authorised capital of the company increased to Rs.1,100, 000,000 with
effect from October 24, 2007.
The company is developing a Real Estate Projects on land situated in
Ahmedabad (Gujarat) and Hyderabad (Andhra Pradesh) and the later has
been reclassified as inventory during the year.
2. During the year ended March 31, 2008, the Company acquired
12,783,000 equity shares at a cost of Rs.423,116,019 of Piramyd Retail
Limited ("PRL"), a company listed on the National Stock Exchange of
India Limited and the Bombay Stock Exchange Limited from PRL's
erstwhile promoters. The equity shares were transferred in two trenches
to a specially operated escrow account. The first trench, comprising
8,783,000 equity shares comprising 43.92% of paid up equity share
capital of PRL, was transferred to the escrow account on January 02,
2008 and second trench, comprising 4,000,000 equity shares comprising
20% of paid up equity share capital of PRL was transferred to the
escrow account on January 07, 2008. The Company made a public offer to
acquire 20% of the fully diluted share capital of PRL at an offer price
of Rs.74,73 per share under the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997
vide public announcement dated December 09, 2007. This public offer
concluded on April 10, 2008 with the acquisition of 310 equity shares.
12,783,310 equity shares, comprising 63.92% of the outstanding share
capital of PRL, were transferred to the IWSL Demat Account on April 10,
2008. The name of PRL was changed to Indiabulls Retail Services Limited
("IBRSL"), subsequent to receipt of approval from PRL's Shareholders on
May, 12, 2008.
During the year, the name of IBRSL was changed to Store One Retail
India Limited ("SORIL"), subsequent to receipt of approval from IBRSL's
Shareholders on September 30, 2009. The Company's investment in 63.92%
of the outstanding equity shares of SORIL was acquired and is held with
an exclusive intention to be disposed in the near future. Management is
of the opinion that the fair value of this investment is not reflected
in the quoted closing price per share of SORIL on the National Stock
Exchange of India Limited, of Rs.30.65 (Previous Year Rs.12.05) per
equity share on March 31, 2010 as it does not consider the fair value
of controlling interest embodied in the investment. Management has
thus, not considered the fall in the quoted closing price per share of
SORIL as diminution of current investments and therefore, not charged
Rs,31,631,439 (Previous Year Rs.269,401,004) to the Profit and Loss
Account.
3. Employees Stock Options Schemes
I. Stock Option Scheme of the Company:
Indiabulls Wholesale Services Limited ("IWSL"), a wholly owned
subsidiary Company of Indiabulls Real Estate Limited {"IBREL"),
announced the Indiabulls Wholesale Services Limited Employee Stock
Option Plan 2007 ("IWSL ESOP 2007") for its employees and its
subsidiary companies, existing then or in future, and employees of its
holding company ("IBREL"). The eligible employees covered under IWSL
ESOP 2007 were granted an option to purchase equity shares of the
Company subject to the requirements of vesting. These options vest
uniformly over a period of 10 years, with effect from November 01,
2008, whereby 10% of the options vest on each vesting date. A
Compensation Committee constituted by the Board of Directors of the
Company administered the IWSL ESOP 2007.
During the year, the IWSL ESOP 2007 was canceled and withdrawn pursuant
to the approval of the Board of Directors of the Company on May 27,
2009, after the option holders surrendered the unvested options under
the IWSL ESOP 2007.
II. Stock Option Schemes of Indiabulls Real Estate Limited ("IBREL"),
the holding company indiabulls Real Estate Limited ("IBREL"), the
holding company had established the Indiabulis Real Estate Limited
Employees Stock Options Scheme ("IBREL ESOS-I" or "Plan-I") and
Indiabulls Real Estate Limited Employees Stock Options Scheme - 200-8
(II) ("IBREL ESOS-II" or "Plan-ll") during the financial year ending
March 31, 2007 and March 31, 2009 respectively. IBREL had issued
9,000,000 equity settled options at an exercise price of Rs60 per
option under the IBREL ESOS I and 2,000,000 equity settled options at
an exercise price of Rs.110.50 per option under the IBREL ESOS II to
eligible employees which gave them the right to subscribe stock options
representing an equal number of equity shares of face value of Rs.2
each of IBREL, These options vest uniformly over a period of 10 years,
commencing one year after from the date of grant. IBREL follows the
intrinsic Value method of accounting as prescribed in the Guidance Note
on Accounting for Employees Share based Payments ("Guidance Note"),
issued by the Institute of Chartered Accountants of India. There is no
impact on the profits after taxes and the basic and diluted earnings
per share of the Company, on account of IBREL ESOS-I and IBREL ESOS-II.
4. Employee Benefits
Disclosures in respect of Employee Benefits in accordance with
Accounting Standard 15 (AS 15) - Employee Benefits as notified under
the Companies (Accounting Standards) Rules, 2006, as amended;
Provisions for unfunded gratuity and compensated absences for all
eligible employees are based upon actuarial valuation conducted
semi-annually by an independent actuary, Major drivers in actuarial
assumptions, typically, are years of service and employee compensation.
Gains and losses on changes in actuarial assumptions during the year
ended March 31, 2010, have been accounted for in the Profit and Loss
Account/Real Estate Project under Development.
The actuarial valuation to determine commitments and expenses in
respect of gratuity and compensated absences is based on the following
assumptions which if changed, would affect the commitment's size,
funding requirement and expenses:
5. Disclosure in respect of Accounting Standard (AS) - 18 Related
Party Disclosures as notified under the Companies (Accounting
Standards) Rules, 2006,as amended ;
a) Related Parties where control exists:
Holding Company Indiabulls Real Estate Limited
Subsidiaries Store One Retail India Limited (Formerly Indiabulls
Retail Services Limited)
Lucina Infrastructure Limited
Sentia Properties Limited
b) Other Related Parties:
Fellow Subsidiaries*
Indiabulls Constructions Limited
Indiabulls Infrastructure Development Limited
Indiabulls Projects Limited
Lucina Constructions Limited
Indiabulls Power Limited. Formerly Sophia Power
Company Limited)
Sentia Infrastructure Limited
Lucina Land Development Limited
Subsidiary of Holding Company* Albina Real Estate Limited 'with whom
transactions have been entered during the year/previous
Key Management Personnel:
Mr. Sameer Gehlaut
(Director and Chairman of Holding Company)
Mr. Rajiv Rattan
(Director and Vice Chairman of Holding Company)
Mr. Saurabh K Mittal
(Director of Holding Company)
Mr. Narendra Gehlaut
(Joint Managing Director of Holding Company)
Mr. Vipul D Bansal
(Joint Managing Director of Holding Company)
In accordance with AS 18, disclosures in respect of transactions with
identified related parties are given only for such period during which
such relationships existed Related party relationships as given above
are as identified by the Company and have been relied upon by the
auditors.
6. Earnings per Share:
Basic Earnings Per share is computed by dividing the net profit/ (loss)
attributable to equity shareholders for the year by the weighted
average number of equity shares outstanding during the year. Diluted
Earnings per Share are computed using the weighted average number of
equity shares and also the weighted average number of equity shares
that could have been issued on the conversion of all diluted potential
equity shares. The diluted potential equity shares are adjusted for the
proceeds receivable, had the shares been actually issued at fair value,
Diluted potential equity shares are deemed converted as of the
beginning of the year, unless they have been issued at a later date.
The numbers of equity shares are and potential diluted equity shares
are adjusted for stock split, bonus shares and the potential dilutive
effect of Employee Stock Option Plans as appropriate.
7. The company has taken office premises on operating lease at various
locations and lease rent of Rs.4,34,380 (Previous year Rs.3,646,241) in
respect of the same has been charged to Profit and Loss Account/ Real
Estate Project Under Development. The underlying agreements are
executed for a period generally ranging from one year to three years,
renewable at the option of the Company and the lessor and are
cancelable in some cases, by either party by giving a notice generally
up to 90 days. There are no restrictions imposed by such leases and
there are no subleases The minimum lease rentals payable in respect of
such operating leases, are as under:
8. Disclosure pursuant to Part II of Schedule VI of Companies Act,
1956 , to the extent applicable:
a. Managerial Remuneration under Section 198 of the Companies Act.
1956 (included under Employees Remuneration & Benefits) is Rs. Nil
(Previous Year Rs. Nil)
Note: There are no other particulars required to be disclosed in
accordance with Part II of Schedule VI to the Companies Act, 1956.
9. The Company's primary business segment is reflected based on
principal business activities carried on by the Company i.e purchase,
sale, dealing, construction and development of real estate projects and
all other related activities. The Company operates in domestic market
only. Considering the nature of Company's business and operations and
based on the information available with the management no further
disclosures are required in respect of reportable segments, under
Accounting Standard 17 (AS 17) -"Segment Reporting" as notified under
the Companies (Accounting Standards) Rules 2006., other than those
already provided in the financial statements
10. During the year ended March 31, 2010, the Company has inventorised
borrowing costs of Rs.10,470,932 (Previous Year Rs. Nil) to cost of
Real Estate Projects under Development.
11. As per Accounting Standard -22 Accounting for Taxes on Income', as
notified under the Companies (Accounting Standards) Rules, 2006 as
amended, the timing difference relating to depreciation and provision
for employees benefits results in a deferred tax but as a prudent
measure the net deferred tax liability in relation to the above has not
been recognised in the accounts.
12. As per the best estimate of the management, no provision is
required to be made as per Accounting Standard 29 (AS 29) - Provisions,
Contingent Liabilities and Contingent Assets, as notified under the
Companies (Accounting Standards) Rules, 2006, as amended, in respect of
any present obligation as a result of a past event that could lead to a
probable outflow of resources, which would be required to settle the
obligation.
13. In respect of amounts as mentioned under Section 205C of the
Companies Act, 1956, there were no dues required to be credited to the
Investor Education and Protection Fund as on March 31, 2010.
14. Disclosures under the Micro, Small and Medium Enterprises
Development Act, 2006 :
(i) There is no payment due to suppliers as at the end of the
accounting year on account of Principal and Interest
(ii) No interest was paid during the year in terms of Section 16 of the
Micro, Small and Medium Enterprises Development Act, 2006 and no amount
was paid to the supplier beyond the appointed date.
(iii) No interest is payable at the end of the year other than interest
under Micro, Small and Medium Enterprises Development Act, 2006,
(iv) No amount of interest was accrued and unpaid at the end of the
accounting year,
The above information and that given in Schedule-10 "Current
Liabilities" regarding Micro, Small and Medium Enterprises has been
determined to the extent such parties have been identified on the basis
of information available with the Company, This has been relied upon by
the auditors.
15. The company has not entered into any derivative instrument during
the year. The company does not have any foreign currency exposure
towards receivables, payables or any other derivative instrument that
have not been hedged.
16. Contingent Liability not provided for in respect of:
Estimated amount of Contracts remaining to be executed on Capital
Account and not provided for of Rs.198,908 (Previous Year Rs. Nil)
17. In the opinion of the Board of Directors of the Company, all
Current Assets, Loans and Advances appearing in the balance sheet as at
March 31, 2010 have a value on realization in the ordinary course of
the Company's business at least equal to the amount at which they are
stated in the balance sheet. Certain balances shown under loans and
advances are subject to confirmation / reconciliation. In the opinion
of the Board of Directors, no provision is required to be made against
the recoverability of these balances.
18. Previous year figures have been regrouped and / or re-arranged
wherever necessary to confirm to current year groupings and
classifications.
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