Home  »  Company  »  Prozone Intu Propert  »  Quotes  »  Notes to Account
Enter the first few characters of Company and click 'Go'

Notes to Accounts of Prozone Intu Properties Ltd.

Mar 31, 2015

A) Contingent liabilities not provided for:

i) Guarantee given to banks for the credit facilities taken by subsidiary and step-down subsidiary Companies Rs. 23,592.13 lacs (P.Y. 18,836.89 lacs).

ii) Disputed demands in respect of Income Tax (Interest thereon not ascertainable at present) Rs. 14.87 lacs (PY 80.10 lacs).

B) In the opinion of the Board, the current assets, loans and advances are approximately of the value stated and are realisable in the ordinary course of business at least equal to the amount stated in the balance sheet. Further the provisions for all known liabilities are adequately made & not in excess of amount reasonably required

C) Loans and advances in the nature of loans given to subsidiaries and associates as required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of Listing Agreement is under:

D) The Company is mainly engaged in the business of designing, developing, owning and operating of Shopping Malls, Commercial and Residential Premises through its various SPVs. The Company is also providing related management consultancy services to its SPVs. There is no other reportable business segment as per Accounting Standard (AS-17) "Segment Reporting".

E) The name of the Company has been changed from 'Prozone Capital Shopping Centres Limited' to 'Prozone Intu Properties Limited' vide special resolution passed through postal ballot on 12th June, 2014. The Registrar of Companies, Mumbai has issued a fresh Certificate of Incorporation to this effect on 24th July, 2014, being the effective date of change of name of the company.

F) The Company has revised depreciation rates on tangible fixed assets w.e.f. April 01, 2014 as per the useful life specified in the Schedule II of the Companies Act, 2013 or as re-assessed by the Company. As prescribed in Schedule II, an amount of Rs. 10.37 lacs (net of deferred tax) has been charged to the opening balance of retained earnings for the assets in respect of which the remaining useful life is NIL as on April 01, 2014 and in respect of other assets on that date, depreciation has been calculated based on the remaining useful life of those assets. Had the Company continued with the previously applicable Schedule XIV rates, charge for depreciation for the current year ended on March 31, 2015 would have been lower and net profit would have been higher by Rs. 80.60 lacs.

G) During the previous year, the Office of Registrar of Companies, Accounting and Corporate Regulatory Authority (ACRA) Singapore, vide its Order dated 27th May, 2013 confirmed the amalgamation of Prozone International Limited, Singapore (PIL-S) with Prozone Liberty International Limited, Singapore (PLIL-S) with effect from 30th April, 2013 being the appointed date. Accordingly, all assets and liabilities owned by PIL-S as on 30th April, 2013 shall stand transferred to PLIL-S.

Notes :

a) Loans given to Wholly Owned Subsidiaries are interest free.

b) Out of loans given to Subsidiaries and Joint Venture Companies, loan amounting to Rs. 7003.61 lacs carries interest @ 8.50% p.a.

c) Loans given to others carries interest between 9% p.a. to 10% p.a.

H) Figures less than Rs. 500/- have been shown at actual wherever statutory required to be disclosed since figures have been rounded off to the nearest thousands

I) The Company has re-grouped, reclassified and/or re-arranged previous year's figures, wherever necessary to conform to current year's classification.


Mar 31, 2014

CORPORATE INFORMATION:

Prozone Capital Shopping Centres Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the business of developing, owning and operating of Shopping Malls, Commercial and Residential Premises. The Company is also providing related management consultancy services. The equity shares of the Company are listed on the Bombay and National Stock Exchanges.

A) Contingent liabilities not provided for :

i) Guarantee given to Bank on behalf of subsidiary company Rs. 18,836.89 lakhs (P.Y. 16,547.14 lakhs)

ii) Disputed demands in respect of Income Tax (Interest thereon not ascertainable at present) Rs. 80.10 lakhs (PY Nil). (The Income tax authorities had carried out search and seizure operations at the premises of the Company in Financial Year 2011-12. The Company has filed Income Tax Returns for which notice have been received u/s 153A of The Income Tax Act,1961 and also provided the necessary details/information. During the year, block assessments for the assessment years 2006-07 to 2012-13 have been completed and the Company has disputed disallowances made and recognised Rs. 80.10 lakhs as contingent liability. The Company has decided to prefer appeal against the disallowances maid in the said orders of assessment and is confident of getting relief from the appellate authorities.)

B) In the opinion of the Board, the current assets, loans and advances are approximately of the value stated and are realisable in the ordinary course of business. Further the provisions for all known liabilities are adequately made & not in excess of amount reasonably required.

C) Loans and advances in the nature of loans given to subsidiaries and associates as required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of Listing Agreement is under:

D) Related Party Disclosure:

As required under Accounting Standard 18 "Related Party Disclosure" (AS-18), following are details of transactions during the year with the related parties of the Company as defined in AS 18:

For the year ended 31st March, 2014 i) Key Management Personnel

Mr. Nikhil Chaturvedi Managing Director

Mr. Salil Chaturvedi Dy. Managing Director

Mr. Nigam Patel COO

ii) Shareholder having significant interest in the Company

Nailsfield Limited

iii) Name of the enterprises having same Key Management Personnel and/or their relatives as the reporting enterprise with whom the Company has entered into transactions during the year.

v) Joint Ventures and Coventurers :

Emerald Buildhome Private Limited Moontown Trading Company Private Limited Shalom Voyagers Private Limited

E) The Office of Registrar of Companies, Accounting and Corporate Regulatory Authority (ACRA) Singapore, vide its Order dated 27th May, 2013 confirmed the amalgamation of Prozone International Limited, Singapore (PIL-S) with Prozone Liberty International Limited, Singapore (PLIL-S) with effect from 30th April, 2013 being the appointed date. Accordingly, all assets and liabilities owned by PIL-S as on 30th April, 2013 shall stand transferred to PLIL-S.

PCSCL was holding 98.92 lacs Ordinary Shares of USD 1/- each fully paid up in PIL-S (constituting 26% of its capital) with Investment amount of Rs. 52.55 lacs. Consequent to said amalgamation, Investment made by PCSCL in PIL-S shall stand transferred to PLIL-S. However, PLIL-S, being a 100% subsidiary of PCSCL, did not issue any further shares in favour of PCSCL on its amalgamation and the investment cost made by PCSCL in PIL-S has been transferred to the cost of investment in PLIL-S.

F) The Company is mainly engaged in the business of designing, developing, owning and operating of Shopping Malls, Commercial and Residential Premises through its various SPVs. The Company is also providing related management consultancy services to its SPVs. There is no other reportable business segment as per Accounting Standard (AS-17) notified by the Companies (Accounting Standards) Rules, 2006.

G) Figures less than Rs. 500/- have been shown at actual wherever statutory required to be disclosed since figures have been rounded off to the nearest thousands

H) The Company has re-grouped, reclassified and/or re-arranged previous year''s figures, wherever necessary to conform to current year''s classification.


Mar 31, 2013

CORPORATE INFORMATION:

Prozone Capital Shopping Centres Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the business of developing, owning and operating of Shopping Malls, Commercial and Residential Premises. The Company is also providing related management consultancy services.

A) Contingent liabilities not provided for:

Guarantee given to Bank on behalf of subsidiary company Rs. 16,547.14 (RY. 13,575.31 Lakhs)

B) Some of the sundry creditors are subject to confirmations and reconciliations. Consequential adjustment thereof, if any, will be given effect into the books of account in the year of such adjustments.

C) In the opinion of the Board, the current assets, loans and advances are approximately of the value stated and are realisable in the ordinary course of business. Further the provisions for all known liabilities are adequately made & not in excess of amount reasonably required

D) Loans and advances in the nature of loans given to subsidiaries and associates as required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of Listing Agreement is under:

E) Related Party Disclosure:

As required under Accounting Standard 18 "Related Party Disclosure" (AS-18), following are details of transactions during the year with the related parties of the Company as defined in AS 18:

ii) Shareholder having significant interest in the Company

Nailsfield Limited, Mauritius

iii) Name of the enterprises having same Key Management Personnel and / or their relatives as the reporting enterprise with whom the Company has entered into transactions during the year.

Starlight City Commercial Developers Private Limited Bright Land Developers Private Limited Provogue (India) Limited

iv) Subsidiaries/Step down Subsidiaries :

Alliance Mall Developers Co Private Limited

Royal Mall Private Limited

Jaipur Festival City Private Limited

Prozone Liberty International Ltd, Singapore

Prozone International Ltd, Singapore

Omni Infrastructure Private Limited

Empire Mall Private Limited

Hagwood Commercial Developers Private Limited

Kruti Multitrade Private Limited

v) Joint Ventures and Coventurers :

Emerald Buildhome Private Limited

Moontown Trading Company Private Limited Shalom Voyagers Private Limited

F) The Company is mainly engaged in the business of designing, developing, owning and operating of Shopping Malls, Commercial and Residential Premises through its various SPVs. The Company is also providing related management consultancy services to its SPVs. There is no other reportable business segment as per Accounting Standard (AS-17) issued by The Institute of Chartered Accountants of India.

G) During the year 2011-12, the company was converted into a public limited company vide special resolution passed in the extra ordinary general meeting of the members of the company held on 14th September, 2011. Further vide resolution passed in the meeting of board of directors held on 29th September, 2011, name of the Company has been changed from Castle Mall Limited to Prozone Capital Shopping Centres Limited. The fresh Certificate of Incorporation dated 5th October, 2011 has been received by the company from the Registrar of Companies, Maharashtra.

H) The Income tax authorities had carried out search and seizure operations in January 2012 at the premises of the Company. The Company has filed Income Tax Returns for which notice has been received u/s 153A of The Income Tax Act,1961. Further the management is not expecting any further liability for the assessment years for which the return has been filled.

I) Figures less than Rs. 500/- have been shown at actual wherever statutorily required to be disclosed since figures have been rounded off to the nearest thousands.

J) The Company has re-grouped, reclassified and/or re-arranged previous year''s figures, wherever necessary to conform to current year''s classification.


Mar 31, 2012

NOTE 1. THE COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

a) As per the Order dated 10th February 2012, the Hon'ble High Court of Judicature at Bombay approved the Composite Scheme of Arrangement and Amalgamation (The Scheme) whereby the Retail Centric Real Estate Development Business (RCREDB) division was demerged and transferred from Provogue (India) Limited (the demerged Company) and vested in Prozone Capital Shopping Centres Limited (the Resulting Company) as a going concern with retrospective effect from 1st April 2011 being the appointed date

b) The Scheme became effective from 27th February 2012 (the effective date) upon which the business of RCREDB division including all its assets whether moveable or immoveable, tangible or intangible and liabilities whether present or contingent (as detailed in the Scheme) stands transferred and vested in the Resulting Company

c) The management of Provogue (India) Limited (demerged Company), Prozone enterprises Private Limited (the Amalgamating Company) and Prozone Capital Shopping Centres Limited (the Company), in terms of provision contained in para no. 19.1.4 of the Scheme, mutually decided to disregard the investment made by the demerged Company in 'Provogue Infrastructure Private Limited' from the RCREDB division. Accordingly, 'Provogue Infrastructure Private Limited' is deemed to be continued as subsidiary of the demerged Company

d) From the Appointed date upto the effective date, the business of RCREDB division is deemed to have been carried out by the Demerged Company in trust for the Company. And hence, any income or profit accruing or arising and any costs, charges, expenses and losses incurred by the Demerged Company in relation to RCREDB Division in accordance with the Scheme shall be treated as of the Company. The under mentioned assets and liabilities have been accounted for, in the method and manner, as prescribed in the Scheme:

e) Similarly, pursuant to the aforesaid Order and the Scheme, Prozone Enterprises Private Limited (the Amalgamating Company) got amalgamated with the Company. From the Appointed Date upto the Effective date, the Amalgamating Company carried out its business in trust for the Company. In view of the same, any income or profit accruing or arising and any costs, charges, expenses and losses incurred by the Amalgamating Company in accordance with the Scheme shall be treated as of the Company. The Accounting impact on amalgamation of the Amalgamating Company with the Company, is mentioned hereunder:

i) All the assets and liabilities of the Amalgamating Company as at 1st April 2011 transferred on amalgamation have been accounted in the books of the Company at their respective book values.

ii) All the reserves of the Amalgamating Company as at 1st April 2011 have been transferred to the "Amalgamation Reserve Account," in the books of the Company.

iii) Costs incurred for the purposes of executing the Scheme have been debited to the "Amalgamation Reserve Account."

The under mentioned assets, liabilities and reserves have been accounted for, in the method and manner, as prescribed in the Scheme:

CORPORATE INFORMATION:

Prozone Capital Shopping Centres Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the business of developing, owning and operating of Shopping Malls, Commercial and Residential Premises. The Company is also providing related management consultancy services.

BASIS OF PREPARATION:

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention.

a) The members of the Company in their extra-ordinary general meeting held on 25th day of August 2011, sub divided the authorised/issued/paid up share capital of Rs. 1.00 Lakhs divided into 0.10 Lakhs equity shares of Rs. 10 each to 0.50 Lakhs equity shares of Rs. 2 each. Further, the Company has also increased its authorised share capital from Rs. 1.00 Lakhs divided into 0.50 Lakhs equity shares of Rs. 2 each to Rs. 5.00 Lakhs divided into 2.50 Lakhs equity shares of Rs. 2 each and allotted 2.00 Lakhs equity shares of Rs. 2 each to Provogue (India) Limited.

Authorised Share Capital of Amalgamating Company amounting to Rs. 4,000.00 Lakhs divided in to 400.00 Lakhs equity shares of Rs. 10 each has been deemed to be sub divided in to 2,000.00 Lakhs equity shares of Rs. 2 each as per the Composite Scheme of Arrangement and Amalgamation.

b) The Company has allotted 1,523.53 Lakhs equity shares of Rs. 2 each fully paid up to the Shareholders of Demerged Company and Transferor Company pursuant to the Scheme.

a) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 2 per share. each holder of equity share is entitled to one vote per share.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

a) Hire Purchase Loans includes :

- Rs. 34.07 Lakhs in respect of two vehicles are secured by hypothecation of vehicles financed. The loan carries interest @ 8.66% p.a. The loan is repayable in 48 equal instalments starting from 1st November 2009

- Rs. 3.29 Lakhs in respect of one vehicle is secured by hypothecation of vehicles financed. The loan carries interest @ 8.36% p.a. The loan is repayable in 36 equal instalments starting from 1st November 2009.

b) Loan and advances from related parties represents loan received from Emerald Buildhome Private Limited, a step down Joint Venture Company(JVC) vide Joint Venture Agreement (JVA) dated 14th December 2007 entered into with the Co-venturer, Shree Salasar Overseas Private Limited for developing a Mall at Jaipur. The said loan was repayable to the JVC at the time of acquisition of additional land. Since the JVC presently does not have any land proposal in hand, the said loan will remain with the Company and no interest is payable as agreed between the JV Partners, till the time any new land acquired by the JVC.

a) Loan to Others amounting to Rs. 150 Lakhs represents amount due from De Lara Tourism Corporation Limited (DTCL). The Company, in the earlier years, has debited a sum of Rs. 328.17 Lakhs on account of proportionate share of preoperative expenses to dTCL vide sub-concession agreement and supplemental sub concession agreements executed in the previous year to acquire the rights to build and develop a Commercial Mall at Hyderabad. On account of non compliance of certain clauses of the Agreement by DTCL, the Company has terminated the agreements. The Company has invoked arbitration clause under the agreement and has filed a petition u/s 9 and 11 of the Arbitration and Conciliation Act 1996, before the hyderabad high Court for appointment of an arbitrator. The high Court has passed an order appointing DCTL's nominee as a sole arbitrator. The Company has filed a petition against the said Order in the Supreme Court (SC) of India. As per the instruction of SC the Arbitral Tribunal is duly constituted consisting of a panel of Arbitrators who has awarded DTCL to refund a sum of Rs. 150.00 Lakhs to the Company against the Company's total claims amounting of Rs. 328.17 Lakhs. Against the Award given by the Arbitral Tribunal the management has considered Rs. 150 Lakhs as good and fully recoverable and the balance amount of Rs. 178.17 Lakhs is being written off during the earlier years. DTCL has now challenged this award before the District Court by filing an appeal. The said appeal is pending.

b) The Company is a co-venturer in the Joint Venture Company (JVC) - Moontown Trading Company Private Limited (MTCPL) along with Shalom Voyagers Private Limited (SVPL) to develop a Mall at Mysore. In terms of Shareholding Agreement (SHA) entered in April 2006 between the co venturers and the JVC, the Company had paid Rs. 200 Lakhs to MTCPL as Share Application Money. In addition the Company had also advanced a loan of Rs. 271.95 Lakhs to the JVC. In view of the management of the Company, the advances are considered good and fully recoverable.

a) The Company has a Joint Venture Project at Mysore through its SPV Moon Town Trading Company Private Limited (MTCPL) in which the Company has 25% stake and the Co-Venturer Shalom Voyagers Private Limited (SVPL) holds balance 75% stake. Based on the understanding arrived at during the year by the Company with its Co-Venturer that the project is not likely to take off in the near future, MTCPL has reversed an amount of Rs. 41.76 Lakhs being various expenses incurred in the previous years, allocated to MTCPL by the Company towards the project work.

b) Advances written Off includes :

i) Rs. 127.5 Lakhs out of loan granted amounting to Rs. 255 Lakhs to Shalom Voyagers Private Limited (a Co-Venturer in Moontown Trading Company Private Limited). In the previous year the Company had made provision of Rs. 127.50 Lakhs and balance amount was shown as recoverable. during the year, looking at the circumstances, it seems the Company will not be able to recover the entire amount and therefore Rs. 255 Lakhs have been written off.

ii) Rs. 101.33 Lakhs out of loan amounting to Rs. 681.93 Lakhs given to Royal Mall Private Limited (RMPL), a wholly owned subsidiary. The Company had ventured into a project at Lucknow through RMPL. The Company had made an advance to RMPL amounting to Rs. 681.93 Lakhs towards acquisition of the land. RMPL had further given advance of Rs. 669.75 Lakhs to M/s ANS Constructions Private Limited (ACPL) towards land acquisition and Rs. 11.23 Lakhs to a person as brokerage and an amount of Rs. 0.34 Lakhs was utilised towards other operational expenses. Since ACPL failed to procure the land in terms of the agreement it was decided to cancel the said agreement and RMPL could recover only Rs. 580.00 Lakhs from ACPL. however, RMPL had refunded Rs. 580.60 Lakhs of the advance paid to the Company and balance amount of Rs. 101.33 Lakhs is written off as there is no possibility of any further recovery.

iii) Rs. 87.64 Lakhs out of Share Application Money amounting to Rs. 391.52 Lakhs given to the SPV Company Kruti Multitrade Private Limited (KMPL). The Company has entered into a Shareholding cum Share Subscription Agreement (SSA) with Sai Prasad Organisers (SPO) in September 2006 to develop a Commercial Mall at Surat through KMPL. KMPL had in turn paid Rs. 361 Lakhs to SPO to acquire the Land and the balance amount has been utilised for preoperative and other expenses. In the previous year the Company has provided for an amount of Rs. 195.76 Lakhs as doubtful. during the year an amount of Rs. 37.60 Lakhs (PY Rs. 34.01 Lakhs) was recovered from KMPL against Share application money and Rs. 87.64 Lakhs has been written off as possibility of any further recovery from SPO is very remote.

a) Contingent liabilities not provided for:

Guarantee given to Bank on behalf of subsidiary company Rs. 1,80,00 Lakhs (P.Y. Nil )

b) Some of the sundry creditors are subject to confirmations and reconciliations. Consequential adjustment thereof, if any, will be given effect into the books of account in the year of such adjustments.

c) In the opinion of the Board, the current assets, loans and advances are approximately of the value stated and are realisable in the ordinary course of business. Further the provisions for all known liabilities are adequately made & not in excess of amount reasonably required

d) During the year, the company was converted into a public limited company vide special resolution passed in the extra ordinary general meeting of the members of the company held on 14th September 2011. Further vide resolution passed in the meeting of board of directors held on 29th September 2011, name of the Company has been changed from Castle Mall Limited to Prozone Capital Shopping Centres Limited. The fresh Certificate of Incorporation dated 5th October 2011 has been received by the company from the Registrar of Companies, Maharashtra.

e) Loans and advances in the nature of loans given to subsidiaries and associates as required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of Listing Agreement is under:

f) Related Party Disclosure:

As required under Accounting Standard 18 "Related Party Disclosure" (AS-18), following are details of transactions during the year with the related parties of the Company as defined in AS 18:

ii) Shareholder having significant interest in the Company

Nailsfield Limited, Mauritius

iii) Enterprises owned or significantly influenced by key management personnel or their relatives

Starlight City Commercial Developers Private Limited Bright Land Developers Private Limited Provogue (India) Limited

iv) Subsidiaries/Step down Subsidiaries :

Alliance Mall Developers Co Private Limited

Standard Mall Private Limited

Royal Mall Private Limited

Jaipur Festival City Private Limited

Prozone Liberty International Ltd, Singapore

Prozone International Ltd, Singapore

Omni Infrastructure Private Limited

Empire Mall Private Limited

hagwood Commercial Developers Private Limited

Kruti Multitrade Private Limited

v) Joint ventures and Coventurers :

Emerald Buildhome Private Limited

Moontown Trading Company Private Limited

Shalom Voyagers Private Limited

f) The Company is mainly engaged in the business of designing, developing, owning and operating of Shopping Malls, Commercial and Residential Premises through its various SPVs. The Company is also providing related management consultancy services to its SPVs. There is no other reportable business segment as per Accounting Standard (AS-17) issued by The Institute of Chartered Accountants of India.

g) In January, 2012, the Income Tax Authorities had carried out search and seizure proceedings at the premises of the Company, its promoters and its senior officials under the provisions of section 132 of Income Tax Act, 1961. The Company has since produced all relevant materials and responded to the various queries raised by the Income Tax Authorities from time to time. The Company presently believes that there will not be any revision in income booked in the current as well as earlier accounting years. The proceedings shall be attended to as per provisions of the Income tax laws.

h) Figures less than Rs. 500/- have been shown at actual wherever statutory required to be disclosed since figures have been rounded off to the nearest thousands

i) Till the year ended 31st March 2011, the Company was using Old Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended 31st March 2012, the Revised Schedule VI notified under the Companies Act, 1956 has become applicable to the Company. The Company has re-grouped, reclassified and/or re-arranged previous year's figures, wherever necessary to conform to current year's classification. The adoption of revised schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. however, it has significant impact on presentation and disclosures made in the financial statements applicable in the current year.

 
Subscribe now to get personal finance updates in your inbox!