Mar 31, 2018
1. CORPORATE OVERVIEW
SORIL Infra Resources Limited (formerly known as Store One Retail India Limited) (âthe Companyâ) is a Public Limited Company incorporated in India with its registered office in Delhi, India. The Company is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE).
SORIL Infra Resources Limited was incorporated as Pyramid Retail Limited on March 18, 2005. The name of the company was subsequently changed to Indiabulls Retail Services Limited on May 22, 2008 and then changed to Store One Retail India Limited on September 30, 2009 and now further changed to SORIL Infra Resources Limited on December 21, 2016. The company received fresh certificate of incorporation consequent upon the change of name, from the Registrar of Companies, National Capital Territory of Delhi and Haryana.
The Company is in the main business of Equipment renting services, Management and maintenance services, LED Lighting and Construction, advisory and other related activities.
SORIL Holding and Ventures Limited (formerly known as Indiabulls Wholesale Services Limited), Holding Company of the Company, erstwhile Subsidiary of Indiabulls Real Estate Limited, completed the acquisition of 63.92% of the outstanding Equity Share Capital of the Company from the then existing promoters in terms of the Share Purchase Agreement dated December 08, 2007 and Public Announcement dated December 09, 2007. In the open offer, which concluded on April 10, 2008, IBWSL purchased 310 shares from the general public.
The Company had invested Rs. 5 Lakhs in Store One Infra Resources Limited, a wholly owned subsidiary on November 20, 2015.
2. BASIS OF PREPARATION OF FINANCIAL STATEMENT
a) General information and statement of compliance with Ind AS
These financial statements (âfinancial statementsâ) of the Company have been prepared and presented in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended by the Companies (Indian Accounting Standards)(Amendment) Rules, 2016, notified under Section 133 of the Companies Act, 2013, the relevant provisions of the Companies Act, 2013 (âthe Actâ) The Company has uniformly applied the accounting policies during the periods presented.
For all periods up to and including the year ended March 31, 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 March 31, 2018 are the first which the Company has prepared in accordance with Ind AS. For the purpose of corresponding figures, set of financial statements for the year ended March 31, 2017 and opening balance sheet as at April 01, 2016 are also prepared under Ind AS.
As these are the first financial statements prepared in accordance with Indian Accounting Standards (Ind AS), Ind AS 101, First-time Adoption of Indian Accounting Standards has been applied. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Company is provided in Note 35.
The financial statements for the year ended March 31, 2018 were authorized and approved for issue by the Board of Directors on May 02, 2018.
b) Basis of accounting
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 measured at fair values as explained in relevant accounting policies. Fair valuations related to financial assets and financial liabilities are categorised into level 1, level 2 and level 3 based on the degree to which the inputs to the fair value measurements are observable.
c) 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 April 01, 2018.
Ind AS 115 âRevenue from contracts with customersâ
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 âIncome taxesâ
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.
Amendment to Ind AS 21 âThe effects of changes in foreign exchange ratesâ
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 recognising related expense/income on the settlement of said asset/ liability.
The Company is evaluating the requirements of the amendments and their impact on the financial statements.
Note:-
Discarded fixed assets:-
During the year ended March 31, 2018, the Company has discarded unusable fixed assets at gross book value of Rs. 1,587.12 Lakhs. Property, plant and equipment pledge as security:-
Property, plant and equipment and other intangible assets has been pledge as security for bank borrowings.
Capitalisation of borrowing cost:-
No borrowing cost has been capitalised in property, plant and equipment and other intangible assets.
v Rights, preferences and restrictions attached to equity
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, 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.
vi 9% Redeemable non -cumulative, non-convertible preference share of face value of Rs. 10 each fully paid up issued at premium of Rs. 870 each is presented as unsecured borrowings.
vii Dividend on preference share @ 9% per annum has to be accrued and paid on approval by the Board of Directors. Preference dividend is presented as finance cost in congruence with the presentation of preference share as unsecured borrowings.
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 recognize the expenses related to stock options issued to employees under the Companyâs employee stock option scheme.
ii Rights, preferences and restrictions attached to preference shares
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.
iv 9% Redeemable non-cumulative, non-convertible preference share presented as unsecured borrowings as per Ind AS accounting standard.
v The Company has working capital facility with RBL Bank Limited. Cash Credit Facility of Rs. 1,083.71 (March 31, 2017: Rs. 1,996.09, April 01, 2016: Nil) Lakhs having an interest rate of 9.6% (March 31, 2017: 10%) per annum and foreign currency term loan of Rs. 1,000.00 (March 31, 2017: Nil, April 01, 2016: Nil) Lakhs at interest rate of 8.45% per annum. The cash credit facility is of Rs. 3,000.00 lakhs and is secured against (i) first charge on all current assets includes book debts, inventory and others assets (both present and future) of the Company other than those assets exclusively charged to other lenders. (ii) Further Secured by corporate guarantee given by holding company SORIL Holding and Ventures Limited (formerly known as Indiabulls Wholesale Services Limited).
The above information 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.
(ii) Corporate social responsibility expenses
(a) Gross amount required to be spent by the company during the year ended March 31, 2018 : Rs. 74.25 lakhs (March 31, 2017 : Rs. 79.36 lakhs).
(b) Amount spent during the year on:
NOTE - 3
Earnings per equity share
Earnings per share (âEPSâ) is determined based on the net profit attributable to the shareholdersâ 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 by using the weighted average number of dilutive common equivalent shares outstanding during the year including share options, except where the result would be anti-dilutive.
Option granted to employees under the Schemes, SORIL Infra ESOS-2009 and SORIL Infra ESOS-2009(II), are considered to be potential equity shares. They have been included in the determination of diluted earning per share to the extent they are dilutive. Details relating to the option are set out in Note -41.
B Fair value hierarchy of financial assets and liabilities measured at fair value:
The fair values of the financial assets and liabilities are included at the amount, at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments based on the input that is significant to the fair value measurement as a whole:
Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities. The fair value of all Equity Shares which are traded on the stock exchanges, is valued using the closing price at the reporting date.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on company specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
The management assessed that cash and bank balances, trade receivables, loans, trade payables, borrowings (cash credits, foreign currency loans, working capital loans) and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
During the reporting period ending March 31, 2018 and March 31, 2017, there was no transfer between level 1 and level 2 fair value measurement.
NOTE - 4
Financial risk management objectives
The Companyâs principal financial liabilities comprise of borrowings, trade and other financial liabilities. The main purpose of these financial liabilities is to finance the Companyâs operations. The Companyâs principal financial assets include loans, trade receivables, investments, cash and cash equivalents, other bank balances and other financial assets that arise directly from its operations.
The Companyâs activities expose it to market risk, liquidity risk and credit risk.
A Credit risk:
Credit risk arises when a customer or counterparty does not meet its obligations under a customer contract or financial instrument, leading to a financial loss. The Company is exposed to credit risk from its operating activities primarily trade receivables and from its financing/investing activities, including deposits with banks, mutual fund investments and foreign exchange transactions. The Company has no significant concentration of credit risk with any counterparty.
The customer profile largely includes renowned private corporates and industries houses, accordingly companyâs customer credit risk is very low. In case of equipment renting business the project cycle is around 9 to 24 Months. General payment terms provide for mobilisation advance, security deposit with a credit period of 30-90 days; for LED lighting business the company collects earnest money deposits and has a credit rating mechanism.
The Company has a detailed review mechanism of overdue customer receivables at various levels within organisation to ensure proper attention and focus for realisation. The Company has credit evaluation policy for each customer and, based on the evaluation, credit limit of each customer is defined.
As per simplified approach, the Company will makes provision of expected credit losses on trade receivables using a provision matrix to mitigate the risk of default in payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.
Provision for expected credit losses
The Company provides for 12 month expected credit losses for following financial assets:-
B Liquidity risk
The Company manages liquidity risk by maintaining sufficient cash and investment in mutual funds and loan given to fellow subsidiaries and by having access to funding through an adequate amount of committed credit line. Given the need to fund diverse businesses, the Company maintains flexibility in funding by maintaining availability under committed credit line to meet obligations when due. Management regularly monitors the position of cash and cash equivalents vis-a-vis projections. Assessment of maturity profiles of financial assets and financial liabilities including debt financing plans and maintenance of Balance Sheet liquidity ratios are considered while reviewing the liquidity position.
Maturities of financial liabilities
The tables below analyse the Companyâs financial liabilities into relevant maturity groupings based on their contractual maturities.
C Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments.
(i) Interest rate risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in prevailing market interest rates. The Companyâs exposure to changes in interest rates relates primarily to the Companyâs outstanding floating rate debt. Equipment loans are on fixed rate basis and hence not subject to interest rate risk. The cash credit facility is on floating rate basis.
(ii) Equity price risk:
The Company is not exposed to equity price risk arising from Equity Investments (other than Subsidiary, carried at cost).
(iii) Foreign exchange risk:
Foreign exchange risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Companyâs exposure to the risk of changes in foreign exchange rates relates to import of LED leghiting, capital equipment and spare parts.
The Company regularly evaluates exchange rate exposure arising from foreign currency transactions. The Company follows the established risk management policies and standard operating procedures.
NOTE - 5
First time adoption of Ind AS:
The Company has prepared financial statements for the year ended March 31, 2018, in accordance with Ind AS for the first time. For the periods upto and including the year ended March 31, 2017, the Company prepared its financial statements in accordance with the accounting standards notified under Section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Previous GAAP).
The accounting policies set out in Note 2 have been applied in preparing these financial statements for the year ended March 31, 2018 including the comparative information for the year ended March 31, 2017 and the opening Ind AS balance sheet on the date of transition i.e. April 01, 2016.
In preparing its Ind AS balance sheet as at April 01, 2016 and in presenting the comparative information for the year ended March 31, 2017, the Company has adjusted amounts reported previously in the financial statements prepared in accordance with previous GAAP. This note explains the principal adjustments made by the Company in restating its financial statements prepared in accordance with previous GAAP, and how the transition from previous GAAP to Ind AS has affected the Companyâs financial position, financial performance and cash flows.
Optional exemptions availed and mandatory exceptions
In preparing these financial statements, the Company has applied below mentioned optional exemptions and mandatory exceptions:
A. Optional exemptions availed Property, plant and equipments
As per Ind AS 101 an entity may elect to:
(i) measure an item of property, plant and equipment at the date of transition at its fair value and use that fair value as its deemed cost at that date.
(ii) use a previous GAAP revaluation of an item of property, plant and equipment at or before the date of transition as deemed cost at the date of the revaluation, provided the revaluation was, at the date of the revaluation, broadly comparable to (a) fair value or (b) cost or depreciated cost under Ind AS adjusted to reflect, for example, changes in a general or specific price index.
(iii) use carrying values of property, plant and equipment as on the date of transition to Ind AS (which are measured in accordance with previous GAAP and after making adjustments relating to decommissioning liabilities prescribed under Ind AS 101) if there has been no change in its functional currency on the date of transition.
As permitted by Ind AS 101, the Company has elected to continue with the carrying values under previous GAAP for all the items of property, plant and equipment.
Classification and measurement of financial assets
The Company has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances that exist at the date of transition to Ind AS.
B. Mandatory exceptions Estimates
As per Ind AS 101, an entityâs estimates in accordance with Ind AS at the date of transition to Ind AS at the end of the comparative period presented in the entityâs first Ind AS financial statements, as the case may be, should be consistent with estimates made for the same date in accordance with the previous GAAP unless there is objective evidence that those estimates were in error. However, the estimates should be adjusted to reflect any differences in accounting policies. As per Ind AS 101, where application of Ind AS requires an entity to make certain estimates that were not required under previous GAAP, those estimates should be made to reflect conditions that existed at the date of transition (for preparing opening Ind AS balance sheet) or at the end of the comparative period (for presenting comparative information as per Ind AS).
The Companyâs estimates under Ind AS are consistent with the above requirement. Key estimates considered in preparation of the financial statements that were not required under the previous GAAP are listed below:
- Impairment of financial assets based on expected credit loss model.
* The previous GAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purpose of this note.
E 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.
** Actuarial gain and loss
Under Ind AS, all actuarial gains and losses are recognised in other comprehensive income. Under previous GAAP the Company recognised actuarial gains and losses in profit or loss. Accordingly, actuarial loss of Rs. 13.42 lakhs recognised in the Statement of profit and loss has been recognised under other comprehensive income under Ind AS. However, this has no impact on total comprehensive income and total equity as on April 01, 2016 and as on March 31, 2017.
3 There is no Impact of Ind AS adoption on the statements of cash flows for the year ended March 31, 2017.
NOTE - 6 Capital management
The Companyâs objectives when managing capital are to (a) maximise shareholder value and provide benefits to other stakeholders and (b) maintain an optimal capital structure to reduce the cost of capital. For the purposes of the Companyâs capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders.
The Company monitors the capital structure on the basis of net debt to equity ratio and maturity profile of the overall debt portfolio of the Company.
Net debt includes interest bearing borrowings less cash and cash equivalents, other bank balances (including non-current earmarked balances) and current investments.
The table below summarises the capital, net debt and net debt to equity ratio of the Company.
In addition, the Company has financial covenants relating to the borrowing facilities that it has taken from the lenders like interest coverage service ratio, Debt to EBITDA, etc. which is maintained by the Company.
NOTE - 7 Operating lease
The Company has taken premises on operating leases and lease rent of Rs. 679.92 Lakhs (March 31, 2017: Rs. 419.30 Lakhs) in respect of the same has been charged to statement of profit and loss for the year ended March 31, 2018. The minimum lease rentals payable in respect of such operating leases, are as under:
NOTE - 8
Contingent liabilities and commitment
Contingent liabilities, not acknowledged as debt, include:
a) Bank Guarantees*:
Bank Guarantees of Rs. 21.93 lakhs (March 31, 2017: Rs. 1.25 lakhs, April 01, 2016: Rs. 1.25 lakhs) issued in favour of VAT Authorities.
b) Claims (excluding interest) against the Company not acknowledged as debts: Rs. 2,780.00 lakhs (March 31, 2017: Rs. 1,406.03 lakhs, April 01, 2016: Rs. 148.03 lakhs).
c) Open status of letter of credit issued is of Rs. 382.62 lakhs (March 31, 2017: Rs. Nil, April 01, 2016: Rs. Nil).
d) Contingent liabilities in respect of income-tax demands for which appeals have been filed Rs. Nil (March 31, 2017: Rs. 16.89 lakhs, April 01, 2016: Rs. 165.15 lakhs) and of VAT for which appeals have been filed Rs. Nil (March 31, 2017: Rs. Nil, April 01, 2016: Rs. 111.64 lakhs).
e) There are certain others claims and legal cases against the Company in the ordinary course of business. Management has evaluated the same and depending upon the facts and after due evaluation of legal aspects of each case, no amount has been provided in respect of the claims made against the Company under these cases. Company does not expect any liability and these litigations/lawsuits and claims may, individually or in aggregate, will not have any material adverse effect on the financial position of the Company.
Commitments
a) Estimated amount of contracts remaining to be executed on capital account (net of advances) Rs. 1,292.57 lakhs (March 31, 2017: Rs. 107.69 lakhs, April 01, 2016: Rs. 79.82 lakhs).
NOTE - 9
Share Based Payments
Employeesâ Stock Option Schemes of the Company:
1. SORIL Infra Resources Limited Employee Stock Option Scheme - 2009
The Shareholders vide postal ballot passed a special resolution on February 9, 2009 for issue of 15,00,000 (fifteen lakhs) 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 Company, at its meeting held on November 03, 2017, granted, under the SORIL Infra Resources Limited Employee Stock Option Scheme - 2009 (âSORIL Infra ESOS-2009â or âSchemeâ), 15,00,000 (fifteen lakhs) stock options representing an equal number of Equity shares of face value Rs. 10 each in the Company, to the eligible employees, at an exercise price of Rs. 168.30 per option, being the 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 5 years beginning from first vesting date. The stock options granted under each of the slabs, can be exercised by the grantees within a period of 5 years from the relevant vesting date.
The Scheme had earlier granted option at Rs. 30.45 per option and no option were exercised and allotted till March 31, 2017.
The title of the Scheme was changed from Store One Retail India Limited Employees Stock Option Scheme - 2009 to SORIL Infra Resources Limited Employee Stock Option Scheme - 2009 as per the revised certificate of incorporation dated December 21, 2016.
Following is a summary of options granted under the Scheme:
Weighted average share price of exercised option on the date of exercise was for the year ended March 31, 2018: Rs. Nil (March 31 2017: Rs. Nil).
The fair value of the option under Scheme using the black scholes model, based on the following parameters is Rs. 18.77 per option, as certified by an independent valuer.
The expected volatility was determined based on historical volatility data of the Companyâs shares listed on the National Stock Exchange of India Limited.
2. SORIL Infra Resources Limited Employee Stock Option Scheme - 2009(II)
Shareholderâs of the Company in their Annual General Meeting held on September 30, 2009 have approved by way of special resolution the SORIL Infra Resources Limited Employee Stock Option Scheme - 2009(II) (âSORIL Infra ESOS-2009(II)â or âScheme-IIâ), covering 30,00,000 (thirty lakhs) equity settled options for eligible employees of the Company, its subsidiaries, its fellow subsidiaries and the holding company.
The Compensation Committee, constituted by the Board of Directors of the Company, at its meeting held on November 03, 2017, granted, under the SORIL Infra Resources Limited Employee Stock Option Scheme - 2009(II) (âSORIL Infra ESOS-2009(II)â or âScheme-IIâ), 30,00,000 (thirty lakhs) stock options representing an equal number of Equity shares of face value Rs. 10 each in the Company, to the eligible employees, at an exercise price of Rs. 168.30 per option, being the 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 5 years beginning from first vesting date. The stock options granted under each of the slabs, can be exercised by the grantees within a period of 5 years from the relevant vesting date.
The title of the Scheme-II was changed from Store One Retail India Limited Employees Stock Option Scheme - 2009(II) to SORIL Infra Resources Limited Employee Stock Option Scheme - 2009(II) as per the revised certificate of incorporation dated December 21, 2016.
Following is a summary of options granted under the Scheme-II
Weighted average share price of exercised option on the date of exercise was for the year ended March 31, 2018: Rs. Nil (March 31, 2017: Rs. Nil).
The fair value of the option under Scheme-II using the black scholes model, based on the following parameters is Rs. 18.77 per option, as certified by an independent valuer.
The expected volatility was determined based on historical volatility data of the Companyâs shares listed on the National Stock Exchange of India Limited.
During the year, the Company has recognised Share based payment expenses of Rs. 191.36 Lakhs (March 31, 2017: Rs. Nil).
NOTE - 10 Employee benefits
Defined contribution plan
The Company has made Rs. 4.84 lakhs (March 31, 2017 - Rs. 2.41 lakhs) contribution in respect of provident fund. Defined benefit plan
The Company has the following Defined Benefit Plans:
- Gratuity (Unfunded)
- Compensated absences (Unfunded)
Compensated absences
The leave obligations cover the Companyâs liability for permitted leaves. The amount of provision of Rs. 78.73 lakhs (March 31, 2017 - Rs. 44.84 lakhs, April 01, 2016 - Rs. 31.84 lakhs) 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 18.96 years (March 31, 2017: 19.13 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.
Sensitivities due to mortality and withdrawal are not material and hence impact of change not calculated.
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 19.13 years (March 31, 2017: 18.96 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
Sensitivities due to mortality and withdrawal are not material and hence impact of change not calculated.
NOTE - 11
Dividend on preference shares
Under Indian GAAP, Till March 31, 2016, proposed dividends including dividend distribution tax (DDT) are recognised as a liability in the period to which they relate, irrespective of when they are declared. In accordance with the amendment in Accounting Standard 4 vide notification dated March 30, 2016, applicable to accounting period beginning from April 01, 2016, the proposed dividend is recognised as a liability in the period in which it is declared by the Company (usually when approved by shareholders in a general meeting) or paid.
Accordingly, preference dividend for Rs. 26.76 lakhs which was declared and approved on May 26, 2017 and dividend distribution tax of Rs. 5.45 lakhs, have been recognised in FY 2017-18.
NOTE - 12 Other information
a) There are no dues payable under section 125 of Companies Act, 2013 as at March 31, 2018.
b) In the opinion of the Board of Directors, all current and non-current assets including non-current loans, appearing in the balance sheet as at March 31, 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 and no provision is required to be made against the recoverability of these balances.
Mar 31, 2016
(1) Income Tax Current Tax
The current tax for the year ended March 31, 2016 includes current year tax charge of Rs. Nil (Previous year Rs. 199,353). Deferred Tax Asset In compliance with Accounting Standard 22 (AS 22) - ''Accounting for taxes on income'', as specified under section 133 of Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended), the Deferred Tax Assets on brought forward losses and unabsorbed depreciation has not been recognized as there is no virtual certainty supported by convincing evidence of the subsequent realization of such deferred tax assets in future.
(2) Earnings Per Equity Share
The basic earnings per equity share is 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 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, Convertible Preference Shares, Share Warrants and the potential dilutive effect of Employee Stock Option Plan as appropriate.
(3) Contingent Liabilities and Commitments Contingent liabilities:
a) Bank Guarantees: Bank Guarantees of Rs. 125,000 (Previous Year Rs. 125,000) issued in favour of VAT Authorities.
b) Claims (Excluding interest) against the Company not acknowledged as debts: Rs. 14,802,793 (Previous Year: Rs. 5,353,400).
c) Contingent liabilities in respect of income-tax demands for which appeals have been filed Rs. 1,65,14,989 (previous year : Rs. 1,55,06,058) and VAT for which appeals have been filed Rs. 11,164,268 (previous year : Rs. 11,164,268)
d) There are legal cases against the Company in the ordinary course of business. Management has evaluated the same and depending upon the facts and after due evaluation of legal aspects of each case, adequate amounts have been provided in respect of the claims made against the Company under these cases. Company does not expect any further liability and these litigations /lawsuits and claims may, individually or in aggregate, will not have any material adverse effect on the financial position of the Company.
Commitments:
e) Estimated amount of Contracts remaining to be executed on capital account (net of advances) Rs. 7,982,136 (Previous Year Rs. 8,690,608).
(4) Employee Benefits (Non Funded)
Gratuity
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. 11,40,688 (previous year Charge Rs. 2,837,851) during the year ended March 31, 2016 and the amount outstanding as at March 31, 2016 is Rs. 57,71,467 (previous year Rs. 5,003,216).
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. 10,46,027 (previous year charge Rs. 997,714) during the year ended March 31, 2016 and the amount outstanding as at March 31, 2016 is Rs. 31,84,222 (previous year Rs. 2,159,911).
(5) Employees Stock Options Schemes(ESOS)
Employees'' Stock Option Schemes of the Company:
i. Store One Retail India Limited Employees Stock Option Scheme - 2009
The Shareholders vide postal ballot passed a special resolution on February 9,2009 for issue of 1,500,000(0ne 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 Company, at its meeting held on June 05, 2009, granted, under the "India bulls 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 Company, 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 Company has been changed from India bulls Retail Services Limited to Store One Retail India Limited. Accordingly, the title of the Scheme stands changed from India bulls Retail Services Limited Employees Stock Option Scheme - 2009 to ''Store One Retail India Limited Employees Stock Option Scheme - 2009.
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.
iii. Store One Retail India Limited Employees'' Stock Options Scheme - 2009 (II) Members of the Company in their annual general meeting held on September 30, 2009 have approved by way of special resolution the "India bulls 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 Company, 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 Company, 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 Company has been changed from India bulls Retail Services Limited to Store One Retail India Limited. Accordingly, the title of the Scheme stands changed from India bulls Retail Services Limited Employees Stock Option Scheme - 2009(II) to ''Store One Retail India Limited Employees Stock Option Scheme - 2009(II).
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 no options have been granted therefore there is no compensation expense which need to be recognized by the Company.
Other disclosures as to proforma effect had the fair value method been followed and other related disclosure is not applicable as no options have been granted.
(6) In the opinion of the Board of Directors, all current assets, loans and 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 balance sheet after appropriate provision. Certain balances shown under loans and advances, sundry creditors and balances with banks are subject to confirmation/reconciliation. In the opinion of the Board of Directors, no provision is required to be made against the recoverability of such balances, other than as already provided in the financial statements.
(7) The company has not entered into any foreign exchange derivative instruments during the year. There are no outstanding foreign currency exposures as at March 31, 2016.
(8) Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.
Mar 31, 2015
1. Company Overview
i) Store One Retail India Limited ("the Company") was incorporated as
Pyramid Retail Limited on March 18, 2005. The name of the company was
subsequently changed to Indiabulls Retail Services Limited on 22nd May,
2008 and further changed to Store One Retail India Limited on 30th
September, 2009 . The company received fresh certificate of
incorporation consequent upon the change of name, from the Registrar of
Companies, National Capital Territory of Delhi and Haryana on October
6, 2009.
Indiabulls Wholesale Services Limited (IBWSL) Holding Company of the
Company , erstwhile Subsidiary of Indiabulls Real Estate Limited,
completed the acquisition of 63.92% of the outstanding Equity Share
Capital of the Company from the then existing promoters in terms of the
Share Purchase Agreement dated December 08, 2007 and Public
Announcement dated December 09, 2007. In the open offer, which
concluded on April 10, 2008, IBWSL purchased 310 shares from the
general public.
2. Basis of Preparation of financial statement
i) Statement of compliance
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 normal operating cycle and other
criteria set out in the Companies Act 2013.
ii) 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 management's 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.
b. Equity Shares Issued during the year
During the current year, the Company has issued and allotted of
44,00,000 equity share of face value '10 each of the Company to
Indiabulls Wholesale Services Limited, the Holding Company, on
preferential allotment basis at an issue price of '30.50 per equity
share.
c. Rights, preferences and restrictions attached to Equity/Preference
Shares
The company has only one class of equity shares having a face value of
' 10 (Rupees Ten) per share. Each holder of equity shares is entitled
to one vote per share. In the event of liquidation of the company, the
holders of equity shares will be entitled to received 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. In the event of distributing dividends by the
company and winding up, the preference shareholders will be preferred
over the equity shareholders. The holders of preference shares are
entitled to receive dividends, but they do not have any voting rights
except for in the conditions mentioned in the Companies Act 2013 to the
extent applicable. 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.
(iii) Shares reserved for issue under options
There are no shares reserved under options as at 31st March,2015 (Refer
note-29)
Exercise of Shares Warrants
During the year , the Company has issued and allotted 44,00,000 (Forty
Four Lac) Equity Shares of face value Rs. 10/- each, upon excercise of
equivalent number of warrants at an excercise price of Rs.30.50 per
share by Indiabulls Wholesale Services Limited (Holding Company). The
25% advance received towards subscription of Share warrants has been
adjusted on excercise of the referred warrants.
3. Contingent liabilities and Commitments:
Contingent liabilities:
a) Bank Guarantees:
*Bank Guarantees of Rs. 200,000 (Previous Year Rs. 125,000) issued in
favour of VAT Authorities, Secured by way of pledge of Fixed Deposits
for Rs. 200,000 (Previous Year Rs. 125,000).
b) Claims (Excluding interest) against the Company not acknowledged as
debts: Rs. 5,353,400 (Previous Year: Rs. 4,515,200).
c) Contingent liabilities in respect of income-tax demands for which
appeals have been filed Rs. 23,324,915 (previous year : Rs. 8,280,195)
d) There are legal cases against the Company in the ordinary course of
business. Management has evaluated the same and depending upon the
facts and after due evaluation of legal aspects of each case, adequate
amounts have been provided in respect of the claims made against the
Company under these cases. Company does not expect any further
liability and these litigations /lawsuits and claims may, individually
or in aggregate, will not have any material adverse effect on the
financial position of the Company.
Commitments:
e) Estimated amount of Contracts remaining to be executed on capital
account (net of advances) Rs. 8,690,608 (Previous Year Rs. 27,197,289).
4. Employee benefits ( non funded)
Gratuity
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. 2,837,851 (previous year Charge Rs. 1,067, 363)
during the year ended March 31, 2015 and the amount outstanding as at
March 31, 2015 is Rs. 5,003,216 (previous year Rs. 2,338,220).
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. 997,714 (previous year charge Rs.
655,161) during the year ended March 31, 2015 and the amount
outstanding as at March 31, 2015 is Rs. 2,159,911 (previous year
Rs.1,182,102).
5. Employees Stock Options Schemes(ESOS):
Employees' Stock Option Schemes of the Company:
i. Store One Retail India Limited Employees Stock Option Scheme - 2009
The Shareholders vide postal ballot passed a special resolution on
February 9,2009 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 Company, 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 Company, 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 Company 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 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 compensation
expense in respect of the options granted was recorded by the Company.
iii. Store One Retail India Limited Employees' Stock Options Scheme -
2009 (II)
Members of the Company 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 Company, 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 Company, 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 Company 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 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 no options have been granted therefore
there is no compensation expense which need to be recognised by the
Company.
Other disclosures as to proforma effect had the fair value method been
followed and other related disclosure is not applicable as no options
have been granted.
6. Segment Reporting:
Segment information for the Year ended March 31, 2015:, as per
Accounting Standard AS-17, Segment Reporting. (a) Primary segment
information (by business segments)
b) The group's primary business segments are reflected based on
principal business activities carried on by the Company. The Company
operates in two reportable business segments i.e. Facility Maintenance
Services and other related parties and Equipment Hiring Services. Other
non-reportable segments including wholesale trading, construction
related materials & services and tour & travel services have been shown
under unallocated.
c) The Company operates solely in one Geographic segment namely "Within
India" and hence no separate information for Geographic segment wise
disclosure is required.
d) Revenues and expenses directly attributable to segments are reported
under each reportable segment. All other revenue and expenses which are
not attributable or allocable to segments have been disclosed as
unallocable revenue and expenses respectively. Assets and liabilities
that are directly attributable or allocable to segments are disclosed
under each reportable segment. All other assets and liabilities are
disclosed as unallocable.
7. Disclosures in respect of Related Parties as per Accounting
Standard, AS-18, 'Related Parties Disclosures' as notified by the
Companies (Accounting Standards) Rules, 2006, as amended: a) Name and
Nature of Relationship with related parties:
Relationship Name of Related parties
i) Related Party where control exist
Holding Company Indiabulls Wholesale Services
Limited
ii) Other related parties:
Fellow Subsidiary Company* Albasta Wholesale Services
Limited
(formerly known as Albasta
Power Limited)
Indiabulls Technology Solutions
Limited (till July 18, 2014)
Airmid Aviation Services
Limited (from December
23, 2014)
* With whom transactions entered during the year
8. Income Tax
Current Tax
The current tax for the year ended March 31, 2015 includes current year
tax charge of Rs. 199,353 (Previous year Rs. 438,109).
Deferred Tax Asset
In compliance with Accounting Standard 22 (AS 22) - 'Accounting for
taxes on income', as specified under section 133 of Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended),
the Deferred Tax Assets on brought forward losses and unabsorbed
depreciation has not been recognized as there is no virtual certainty
supported by convincing evidence of the subsequent realization of such
deferred tax assets in future.
9. Earnings Per Equity Share (EPS):
The basic earnings per equity share is 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 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, Convertible Preference Shares,
Share Warrants and the potential dilutive effect of Employee Stock
Option Plan as appropriate.
10. In the opinion of the Board of Directors, all current assets,
loans and advances appearing in the balance sheet as at March 31, 2015
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 after appropriate provision. Certain balances shown under
loans and advances, sundry creditors and balances with banks are
subject to confirmation/reconciliation. In the opinion of the Board of
Directors, no provision is required to be made against the
recoverability of such balances, other than as already provided in the
financial statements.
11. The company has not entered into any foreign exchange derivative
instruments during the year. There are no outstanding foreign currency
exposures as at March 31, 2015.
12. Previous year's figures have been regrouped / reclassified
wherever necessary to correspond with the current year's classification
/ disclosure.
Mar 31, 2014
(1) Company Overview:
i) Store One Retail India Limited ("the Company") was incorporated as
Pyramid Retail Limited on March 18, 2005. The name of the company was
subsequently changed to Indiabulls Retail Services Limited on 22nd May,
2008 and further changed to Store One Retail India Limited on 30th
September, 2009 as per the provisions of the Companies Act, 1956. The
company received fresh certificate of incorporation consequent upon the
change of name, from the Registrar of Companies, National Capital
Territory of Delhi and Haryana on October 6, 2009.
Indiabulls Wholesale Services Limited (IBWSL) Holding Company of the
Company, erstwhile Subsidiary of Indiabulls Real Estate Limited,
completed the acquisition of 63.92% of the outstanding Equity Share
Capital of the Company from the then existing promoters in terms of the
Share Purchase Agreement dated December 08, 2007 and Public
Announcement dated December 09, 2007. In the open offer, which
concluded on April 10, 2008, IBWSL purchased 310 shares from the
general public. Indiabulls Wholesale Limited demerged from Indiabulls
Real estate Limited with effect from the appointed date 1st April, 2010
vide a scheme of arrangement sanctioned by the Hon''ble High Court of
Delhi at New Delhi on March 03, 2011 upon coming into effect of the
IBWSL scheme of arrangement on March 31, 2011 and got listed in
National Stock Exchange and Bombay Stock Exchange.
(2) Basis of Preparation of financial statement
i) 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 ("the 1956 Act") (which continue
to be applicable in respect of Section 133 of the Companies Act, 2013
("the 2013 Act") in terms of commencement notification of Companies
Act, 2013, dated 12 September, 2013 of Ministry of Corporate Affairs)
and the relevant provision of the 1956 Act and 2013 Act, to the extent
applicable. 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.
ii) 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.
(4) a. Authorised Share Capital
During the previous year ended March 31, 2013, the authorized share
capital of the Company has been increased from Rs. 290,000,000 (Rupees
Two hundred Ninety millions) to Rs. 320,000,000 (Rupees Three hundred
twenty millions) with distribution as 28,000,000 (Twenty Eight
millions) equity shares of Rs. 10 (Rupees Ten) each and 4,000,000 (Four
millions) Preference Shares of Rs. 10 (Rupees Ten) each, through
shareholders'' authorisation by the postal ballot, result where of was
declared on November 22, 2012.
b. Issuance of Fresh Equity Shares
During the previous year, the Company has pursuant to and in terms of
shareholders'' authorisation through Postal Ballot, result whereof was
declared on November 22, 2012 and in the meeting of board of director
of the company held on December 04, 2012 issued and allotted of
3,200,000 (Three million two hundred thousands) equity share of face
value Rs. 10 each of the Company to Indiabulls Wholesale Services
Limited, the promoter of the Company on preferential allotment basis at
an issued price of Rs. 30.50 per equity share.
c. Terms/rights attached to Equity/Preference Shares
The company has only one class of equity shares having a face value of
Rs. 10 (Rupees Ten) per share. Each holder of equity shares is entitled
to one vote per share. In the event of liquidation of the company, the
holders of equity shares will be entitled to received 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. In the event of distributing dividends by the
company and winding up, the preference shareholders will be preferred
over the equity shareholders. The holders of preference shares are
entitled to receive dividends, but they do not have any voting rights
except for in the conditions mentioned in the Companies Act, 1956 and
2013 Act, to the extent applicable. 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.
d. Redemption of Preference Shares
During the previous year, the Company had redeemed its 149,000
non-convertible redeemable preference shares of Rs. 10 each at a
premium of Rs. 870/- per share. Post redemption 2,973,450
non-convertible redeemable preference shares are outstanding as on
March 31, 2014.
(5) Money received against Share Warrants
Issuance of Shares Warrant
During the previous year ended March 31, 2013, the company had issued
4,400,000 (four million four hundred thousands) share warrant on
preferential allotment basis, at a exercise price of Rs. 30.50 each,
Convertible into the 4,400,000 (four million four hundred thousands)
equivalent number of equity share of face value Rs. 10 each, to
Indiabulls Wholesale Services Limited, the holding company, among which
25% of exercise price has been paid by the holder of warrant as upfront
money. The said warrants will be exercisable upto June 5, 2014.
(6) Inventories
The Company dealt in large number of products, the inventory has been
furnished only in respect of major items namely Store & Spares; Raw
materials and other 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 Company.
During the year ending March 31, 2014, the Company has written off
stock amounting Rs. 37,832,458.
Figures in respect of previous year are stated in Italics and have been
regrouped wherever necessary.
(7) Contingent liabilities and Commitments:
Contingent liabilities:
a) Bank Guarantees:
i. of Rs. 100,000 (Previous Year Rs. 100,000) issued in favour of
Assessing Authority, Haryana Sales Tax, Gurgaon, Secured by way of
pledge of Fixed Deposits for Rs. 100,000 (Previous Year Rs. 100,000).
ii. of Rs. 25, 000 (Previous Year Rs. Nil) issued in favour of
Assessing Authority- UP, Secured by way of pledge of Fixed Deposits for
Rs. 25,000 (Previous Year Rs. Nil).
iii. of Rs. Nil (Previous Year Rs. 4,250,500) issued in favour of High
Court of Delhi, secured by way of pledge of Fixed Deposits for Rs. Nil
(Previous Year Rs. 4,250,500).
b) Claims (Excluding interest) against the Company not acknowledged as
debts: Rs. 4,515,200 (Previous Year: Rs. 10,218,890).
Commitments:
Estimated amount of Contracts remaining to be executed on capital
account (net of advances) Rs. 27,197,289 (Previous Year Rs.
53,105,650).
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.
(8) Employee benefits
Gratuity
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. 1,067,363 (previous year Charge Rs. 1,164,452)
during the year ended March 31, 2014 and the amount outstanding as at
March 31, 2014 is Rs. 2,338,220 (previous year Rs. 2,041,762).
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. 655,161 (previous year charge Rs.
680,857) during the year ended March 31, 2014 and the amount
outstanding as at March 31, 2014 is Rs. 1,182,102 (previous year Rs.
1,022,023).
(9) Employees Stock Options Schemes(ESOS):
Employees'' Stock Option Schemes of the Holding Company:
During the year ended March 31, 2012, the Board of Directors and
Shareholders of the Holding Company (Indiabulls wholesale Services
Limited) have given their consent to create, issue, offer and allot, to
the eligible employees of the Holding 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 Holding 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 (One million Two hundred & Fifty Seven Thousands
only) stock options in its meeting held on February 28, 2012, 650,000
(Six hundred & Fifty Thousands only) stock options in its meeting held
on March 29, 2012, 150,000 (One hundred & Fifty Thousands only) stock
options in its meeting held on July 10, 2012, 850,000 (Eight hundred &
Fifty Thousands only) stock options in its meeting held on September
17, 2012, 160,000 (One hundred & Sixty Thousands only) stock options in
its meeting held on held on February 2, 2013 and 150,000 (One hundred &
Fifty Thousands only) stock options, in its meeting held on February
22, 2013, in terms of the IBWSL ESOP-2011. These options represent as
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).
Employees'' Stock Option Schemes of the Company:
(i) Indiabulls Retail Services Limited Employees''
Stock Options Scheme - 2008
During the year ended March 31, 2009, pursuant to the Resolution passed
on May 12, 2008 the Company had established the "Indiabulls Retail
Services Limited Employees'' Stock Options Scheme-2008" under ("IBRSL
ESOS 2008"), the Company issued equity settled options to its eligible
employees to subscribe upto 1,000,000 stock options. However, this
scheme was subsequently superseded by Indiabulls Retail Services
Limited Employees Stock Option Scheme - 2009'' ("IBRSL ESOS 2009"), as
approved by the share holders by way of postal ballot on February 9,
2009.
(ii) Store One Retail India Limited Employees
Stock Option Scheme - 2009
The Compensation Committee, constituted by the Board of Directors of
the Company, 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 Company, 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 Company 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 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 compensation
expense in respect of the options granted was recorded by the Company.
The Fair value of the options under the plan using the Black-Scholes
model based on the following parameters is Rs. 24.06 per option, as
calculated by an independent firm of Chartered Accountants:
(iii) Store One Retail India Limited Employees''
Stock Options Scheme - 2009 (II)
Members of the Company 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 Company, its
subsidiaries, its fellow subsidiaries and Holding Company.
Pursuant to the shareholders'' authorization dated September 30, 2009
and receipt of fresh certificate of incorporation dated October 6,
2009, the name of the Company 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). No shares have
been granted under the scheme till date.
(10) Segment Reporting:
Segment information for the Year ended March 31, 2014:, as per
Accounting Standard AS-17, Segment Reporting, as notified by the
Companies (Accounting Standards) Rules, 2006, as amended.
(a) Primary segment information (by business segments)
b) The Company operates solely in one Geographic segment namely "Within
India" and hence no separate information for Geographic segment wise
disclosure is required.
c) The group''s primary business segments are reflected based on
principal business activities carried on by the Company. The Company
operates in two reportable business segments i.e. Facility Maintenance
Services and Equipment Hiring Services. Other non-reportable segments
including wholesale trading, construction related materials & services
and tour & travel services have been shown under unallocated.
d) Segment revenue, results, assets and liabilities include amounts
identifiable to each segment and amounts allocated on a reasonable
basis.
(11) Disclosures in respect of Related Parties as per Accounting
Standard, AS-18, ''Related Parties Disclosures'' as notified by the
Companies (Accounting Standards) Rules, 2006, as amended:
(a) Name and Nature of Relationship with related parties:
Relationship Name of Related parties
i) Related Party
where control exist
Holding Company Indiabulls Wholesale Services Limited
ii) Other related parties:
Fellow Subsidiary
Company* Indiabulls Technology Solutions Limited
Albasta Wholesale Services Limited
(formerly known as Albasta Power Limited)
Key Management
Personnel Mr. Abhimanyu Mehlawat,
Whole- Time Director
Mr. Mehul Johnson, Director
Mr. Rajiv Rattan,
Promoter of Holding Company
Mr. Sameer Gehlaut,
Promoter of Holding Company
Mr. Saurabh Kumar Mittal,
Promoter of Holding Company
* With whom transactions entered during the year
(12) Income Tax
Current Tax
The current tax for the year ended March 31, 2014 includes current year
tax charge of Rs. 438,109 (previous year: Rs. Nil).
Deferred Tax Asset
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 Deferred Tax Assets has not been
recognized as there is no virtual certainty supported by convincing
evidence of the subsequent realization of such deferred tax assets in
future.
(13) Earnings Per Equity Share (EPS):
The basic earnings per Equity Share is 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 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, Convertible Preference Shares,
Share Warrants and the potential dilutive effect of Employee Stock
Option Plan as appropriate.
(14) Operating lease
The Company has taken premises on operating leases and lease rent of
Rs. 6,908,923 (Previous year Rs. Nil ) in respect of the same has been
charged to Statement of Profit and Loss for the year ended March 31,
2014.
(15) In the opinion of the Board of Directors, all current assets,
loans and 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
balance sheet after appropriate provision. Certain balances shown under
loans and advances, sundry creditors and balances with banks are
subject to confirmation/reconciliation. In the opinion of the Board of
Directors, no provision is required to be made against the
recoverability of such balances, other than as already provided in the
financial statements.
(16) 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, 2014.
(17) The company has not entered into any foreign exchange derivative
instruments during the year. There are no outstanding foreign currency
exposures as at March 31, 2014.
(18) Previous year''s figures have been regrouped / reclassified
wherever necessary to correspond with the current year''s classification
/ disclosure.
Mar 31, 2013
(1) Company Overview
i) Store One Retail India Limited ("the Company") was incorporated as
Pyramid Retail Limited on March 18, 2005 with an authorized capital ofRs.
21,00,00,000 divided into 2,10,00,000 equity shares of Rs.10 each. In
April 2008, Indiabulls Wholesale Services Limited (IBWSL), erstwhile
subsidiary of Indiabulls Real Estate Limited, completed the acquisition
of 63.92% of the outstanding Equity Share Capital of the Company from
the then existing promoters in terms of the Share Purchase Agreement
dated December 08, 2007 and Public Announcement dated December 09, 2007
and in accordance with the provisions of Securities and Exchange Board
of India (Substantial Acquisition of Shares and Takeovers) Regulations,
1997. Pursuant to this, IBWSL and Indiabulls Real Estate Limited had
made an open offer to acquire up to 20% of the voting capital of the
Company at an offer price of Rs. 74.73 per share. In the open offer,
which concluded on April 10, 2008, IBWSL purchased 310 shares from the
general public. In accordance with the provisions of Section 21 and
other applicable provisions of the Companies Act, 1956, the members of
the Company passed a special resolution through Postal Ballot, on May
12,2008, and accorded their approval to change the name of the Company.
The Company received fresh certificate of incorporation consequent upon
change of name, from the Registrar of Companies, Maharashtra, Mumbai
dated May 22, 2008 in respect of the said change. Accordingly, the name
of the Company was changed to ''Indiabulls Retail Services Limited''.
Further and in accordance with the provisions of Section 21 and as per
applicable provisions of the Companies Act, 1956, members of the
company in their annual general meeting held on September 30, 2009,
accorded their approval to change the name of the Company to''Store One
Retail India Limited''. The Company has since received fresh certificate
of incorporation consequent upon change of name, from the Registrar of
Companies, National Capital Territory of Delhi and Haryana on October
06, 2009. Accordingly, the name of the Company was changed to "Store
One Retail India Limited" from "Indiabulls Retail Services Limited".
ii) During the year, the Company has entered into new line of Business
of providing Construction related material & services and travel & tour
operators along with its ongoing businesses.
iii) The Board of Directors of the Company at its meeting held on April
24, 2013, has declared dividend @ 9% on preference share capital of the
company.
iv) The Scheme of Arrangement ("IBWSL Scheme of Arrangement") between
erstwhile Ultimate Holding Company, Indiabulls Real Estate Limited
("Demerged Company", "IBREL") and the Holding 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 31, 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
IBREL aggregating to Rs. 4,10,63,96,502 have been transferred to IBWSL,
at their book values;
b) The Equity Share Capital of the Resulting Company amounting to Rs.
1,00,00,00,000 was cancelled;
c) The net adjustment for such transfer of assets, liabilities and
cancellation and issue of Equity Share Capital amounting to Rs.
5,00,58,26,316 has been shown in the General Reserve Account of the
Resulting Company;
d) In terms of the Scheme, all business activities of the IBREL carried
out 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 i.e. April 01, 2010. Proportionate
liability in respect of Share Warrants representing 25% of the
application money amounting to Rs. 9,42,48,700 has also been transferred
to the Resulting Company;
f) Pursuant to the Scheme being given effect to, by the Resulting
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, IBWSL has issued and
allotted 5,02,85,093 Equity shares of face value of Rs. 2 each
aggregating to Rs. 10,05,70,186 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 Holding
Company has been reorganised to Rs. 1,10,00,00,000 divided into
55,00,00,000 Equity shares of Rs. 2 each.
(2) Basis of Preparation of financial statement
i) 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.
ii) 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) Contingent liabilities and Commitments: Contingent liabilities:
a) Bank Guarantees:
i. of Rs. 1,00,000 (Previous Year Rs. 1,00,000) issued in favour of
Assessing Authority, Haryana Sales Tax, Gurgaon, Secured by way of
pledge of Fixed Deposits for Rs. 1,00,000 (Previous Year Rs. 1,00,000).
ii. of Rs. 42,50,500 (Previous Year Rs. 42,50,500) issued in favour of High
Court of Delhi, secured by way of pledge of Fixed Deposits for Rs.
42,50,500 (Previous Year Rs. 42,50,500).
b) Claims (Excluding interest) against the Company not acknowledged as
debts: ^1,02,18,890 (Previous Year: Rs. 1,82,70,114).
Commitments:
Estimated amount of Contracts remaining to be executed on capital
account (net of advances) ^5,31,05,650 (Previous Year Rs. 2,51,96,947).
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.
(4) Employee benefits Gratuity
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. 11,64,452 (previous year Charge Rs. 8,21,617)
during the year ended March 31, 2013 and the amount outstanding as at
March 31, 2013 is Rs.20,41,762 (previous year ^ 9,07,800).
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.6,80,857 (previous year charge
Rs.3,49,765) during the year ended March 31,2013 and the amount
outstanding as at March 31,2013 is Rs. 10,22,023 (previous year
Rs.4,43,449).
The components of gratuity & compensated absences 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) Employees Stock Options Schemes(ESOS):
Employees'' Stock Option Schemes of the Holding Company:
During the year ended March 31, 2012, the Board of Directors and
Shareholders of the Holding Company! Indiabulls wholesale Services
Limited) have given their consent to create, issue, offer and allot, to
the eligible employees of the Holding Company and its Subsidiary
Companies, stock options not exceeding 50,00,000 in number,
representing 50,00,000 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 Holding 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 12,57,000 (Twelve Lac Fifty Seven Thousand only) stock options
in its meeting held on February 28, 2012, 6,50,000 (Six Lac Fifty
Thousand only) stock options in its meeting held on March 29, 2012,
1,50,000 (One Lakh Fifty Thousand only) stock options in its meeting
held on July 10, 2012, 8,50,000 (Eight Lakhs Fifty Thousand only) stock
options in its meeting held on September 17, 2012, 1,60,000 (One Lakhs
Sixty Thousand only) stock options in its meeting held on held on
February 2, 2013 and 1,50,000 (One Lakhs Fifty Thousand only) stock
options, in its meeting held on February 22, 2013, in terms of the
IBWSL ESOP- 2011.
Employees'' Stock Option Schemes of the Company:
(i) Indiabulls Retail Services Limited Employees'' Stock Options Scheme
- 2008
During the year ended March 31, 2009, pursuant to the Resolution passed
on May 12, 2008 the Company had established the "Indiabulls Retail
Services Limited Employees'' Stock Options Scheme - 2008" under ("IBRSL
ESOS 2008"), the Company issued equity settled options to its eligible
employees to subscribe upto 10,00,000 stock options. However, this
scheme was subsequently superseded by Indiabulls Retail Services
Limited Employees Stock Option Scheme - 2009'' ("IBRSL ESOS 2009"), as
approved by the share holders by way of postal ballot on February 9,
2009.
(ii) Store One Retail India Limited Employees Stock Option Scheme -
2009
The Compensation Committee, constituted by the Board of Directors of
the Company, at its meeting held on June 05,2009, granted, under the
"Indiabulls Retail Services Limited Employees Stock Option Scheme-
2009", 15,00,000 (Fifteen lacs) stock options representing an equal
number of Equity shares of face value Rs. 10 each in the Company, 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 Company 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.
(6) Income Tax Deferred Tax Asset
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 Deferred Tax Assets has not been
recognized as there is no virtual certainty supported by convincing
evidence of the subsequent realization of such deferred tax assets in
future.
(7) Earnings Per Equity Share (EPS):
The basic earnings per equity share is 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 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, Convertible Preference Shares,
Share Warrants and the potential dilutive effect of Employee Stock
Option Plan as appropriate.
(8) In the opinion of the Board of Directors, all current assets,
loans and 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
balance sheet after appropriate provision. Certain balances shown under
loans and advances, sundry creditors and balances with banks are
subject to confirmation/reconciliation. In the opinion of the Board of
Directors, no provision is required to be made against the
recoverability of such balances, other than as already provided in the
financial statements.
(9) 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, 2013.
(10) The company has not entered into any foreign exchange derivative
instruments during the year. There are no outstanding foreign currency
exposures as at March 31, 2013.
(11) Previous year''s figures have been regrouped / reclassified
wherever necessary to correspond with the current year''s classification
/ disclosure.
Mar 31, 2012
(1) Contingent liabilities and Commitments:
Contingent liabilities:
a) Bank Guarantees:
i. of Rs. 100,000 (Previous Year Rs. 100,000) issued in favour of
Assessing Authority- Gurgaon, Secured by way of pledge of Fixed
Deposits for Rs. 100,000 (Previous Year Rs. 100,000).
ii. of Rs. 4,250,500 (Previous Year Rs. 4,250,500) issued in favour of
High Court of Delhi, secured by way of pledge of Fixed Deposits for Rs.
4,250,500 (Previous Year Rs. 4,250,500).
b) Claims against the Company not acknowledged as debts: Rs.18,270,114
(Previous Year: Rs. 9,709,503).
Commitments:
Estimated amount of Contracts remaining to beexecuted on capital
account (net of advances) Rs. 25,196,947(Previous Year Rs. Nil).
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.
(2) Employee benefits
Gratuity
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. 821,617 (previous year credit Rs. 711,186)
during the year ended March 31,2012 and the amount outstanding as at
March 31,2012 is Rs. 907,800 (previous year Rs. 86,183).
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.349,765 (previous year credit
Rs.377,447) during the year ended March 31,2012 and the amount
outstanding as at March 31,2012 is Rs. 443,449 (previous year
Rs.93,684).
3. Employees Stock Options Schemes(ESOS):
Employees' Stock Option Schemes of the Holding Company:
During the year ended March 31, 2012, the Board of Directors and
Shareholders of the Holding Company have given their consent to create,
issue, offer and allot, to the eligible employees of the Holding
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 Holding 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 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 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-2011. These options shall vest within ten years beginning
from March 30,2013 the first vesting date.
IBWSL Employees'Welfare Trust has been formed on September 08, 2011
with an initial corpus of Rs.50,000, to administer and implement
current ungranted options under Employee Stock Option Scheme ("ESOP
Schemes") and any further ESOP/Employee Stock Purchase Schemes to all
eligible employees of the company.
Employees' Stock Option Schemes of the Company:
(i) Indiabulls Retail Services Limited Employees'Stock Options Scheme -
2008
During the year ended March 31, 2009, pursuant to the the Resolution
passed on May 12, 2008 the Company had established the "Indiabulls
Retail Services Limited Employees' Stock Options Scheme - 2008" under
("IBRSL ESOS 2008"), the Company issued equity settled options to its
eligible employees to subscribe upto 1,000,000 stock options. However,
this scheme was subsequently superseded by Indiabulls Retail Services
Limited Employees Stock Option Scheme - 2009' ("IBRSL ESOS 2009"), as
approved by the share holders by way of postal ballot on February
9,2009.
ii. Store One Retail India Limited Employees Stock Option Scheme -
2009
The Compensation Committee, constituted by the Board of Directors of
the Company, at its meeting held on June 05,2009, granted, under the
"Indiabulls Retail Services Limited Employees Stock Option Scheme -
2009", 1,500,000 (Fifteen lacs) stock options representing an equal
number of Equity shares of face value Rs. 10 each in the Company, 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 Company 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 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 compensation
expense in respect of the options granted was recorded by the Company.
iii. Store One Retail India Limited Employees'Stock Options Scheme -
2009(H)
Members of the Company 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 (Thirty lacs) equity settled
options for eligible employees of the Company, its subsidiaries, its
fellow subsidiaries and Holding Company.
Pursuant to the shareholders' authorization dated September 30, 2009
and receipt of fresh certificate of incorporation dated October 6,2009,
the name of the Company 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(11) to 'Store One Retail
India Limited Employees Stock Option Scheme - 2009(11).
4. Segment Reporting:
Segment information for the Year ended March 31,2012 as per Accounting
Standard AS-17, Segment Reporting, as notified by the Companies
(Accounting Standards) Rules, 2006, as amended.
b) The Company operates solely in one Geographic segment namely "Within
India" and hence no separate information for Geographic segment wise
disclosure is required.
c) The group's primary business segments are reflected based on
principal business activities carried on by the Company. The Company
operates in two reportable business segments i.e. Wholesale Trading and
Facility Maintenance Services and other related ancillary services.
Others business segment constitutes equipment hiring business.
d) Segment revenue, results, assets and liabilities include amounts
identifiable to each segment and amounts allocated on a reasonable
basis.
e) During the current year, the Company has entered into a new line of
business. Since this is the first year of operation for the same,
corresponding previous year figures have not been disclosed.
5. Earnings Per Equity Share (EPS):
The basic earnings per equity share is 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 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, Convertible Preference Shares,
Share Warrants and the potential dilutive effect of
6. Deferred Tax Asset
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 Deferred Tax Assets has not been
recognized as there is no virtual certainty supported by convincing
evidence of the subsequent realization of such deferred tax assets in
future.
7. Value of Import of fixed assets during the year ended March
31,2012 is Rs.22,397,760 (Previous Year Rs. Nil).
8. In the opinion of the Board of Directors, all current assets,
loans and 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
balance sheet after appropriate provision. Certain balances shown under
loans and advances, sundry creditors and balances with banks are
subject to confirmation/reconciliation. In the opinion of the Board of
Directors, no provision is required to be made against the
recoverability of such balances, other than as already provided in the
financial statements.
9. 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 31,2012.
10. The company has not entered into any foreign exchange derivative
instruments during the year. There are no outstanding foreign currency
exposures as at March 31,2012.
11. Previous year's figures have been regrouped / reclassified
wherever necessary to correspond with the current year's classification
/ disclosure.
Mar 31, 2009
1. a) Overview
The Company was incorporated as Piramyd Retail Limited on March 18,2005
with an authorized capital of Rs. 210,000,000 divided into 21,000,000
equity shares of Rs.10 each. In April 2008, Indiabulls Wholesale
Services Limited (IWSL), a 100% subsidiary of Indiabulls Real Estate
Limited completed the acquisition of 63.92% of the outstanding equity
share capital of the Company from the then existing promoters in terms
of the Share Purchase Agreement dated December 08,2007 and Public
Announcement dated December 09,2007 and in accordance with the
provisions of Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997. Pursuant to
this, IWSL and Indiabulls Real Estate Limited had made an open offer to
acquire up to 20% of the voting capital of the Company at an offer
price of Rs 74.73 per share. In the open offer, which concluded on
April 10, 2008, IWSL purchased 310 shares from the general public. In
accordance with the provisions of Section 21 and other applicable
provisions of the Companies Act, 1956, the members of the Company
passed a special resolution through Postal Ballot, on May 12, 2009, and
accorded their approval to change the name of the Company. The Company
has since received fresh certificate of incorporation consequent upon
change of name, from the Registrar of Companies, Maharashtra, Mumbai
dated May 22, 2008 in respect of the said change. Accordingly, the name
of the Company was changed toIndiabulls Retail Services Limited.
b) During the year ended March 31, 2009, the Company has incurred a net
loss of Rs. 902,902,497 and as of that date its net worth has been
eroded and its current liabilities exceed its total assets by Rs.
1,482,996,945. As part of its restructuring initiatives during the year
ended March 31,2009, the Company has closed certain stores as a means
to reduce and control costs/operating losses. The Company is also in
the process of re-negotiating lease terms for multiple locations with
the intent of reducing operating costs. The Company is in the process
of re-launching certain stores and opening new stores in the near
future, with a new brand identity and is confident that, with the new
stores to be launched and due to its restructuring and re-branding
initiatives, it will be able to turn profitable and generate positive
operating cash flows in future. Having regard to the Companys future
business plans and projections and the synergies expected from its
restructuring initiatives, the financial statements for the year ended
March 31,2009 have been prepared on the basis that the Company is a
going concern and that no adjustments are required to the carrying
value of assets and liabilities.
2 On February 27, 2009, the Company repaid Rs.67,967,886 in respect of
the outstanding balance of cash credit facility from HDFC Bank Limited,
which was secured against the hypothecation of current assets, fixed
assets and book debts of the Company. The Company is in the process of
obtaining necessary documentation from HDFC Bank Limited in respect of
satisfaction of the charge on its assets, registered with the Registrar
of Companies, Maharashtra, Mumbai. Once such documentation is received
from HDFC Bank Limited the Company will complete necessary requirements
to vacate the charge in the records of the Registrar of Companies,
Maharashtra, Mumbai.
3. Contingent Liabilities
a) Bank guarantees:
(i) Of Rs. 4,250,500 (Previous Year Rs. Nil) issued in favour of The
High Court of Delhi in respect of litigation with Jeena & Co Pvt. Ltd.,
secured by way of pledge of Fixed Deposits for Rs.4,250,500 (Previous
Year Rs. Nil)
(ii) OfRs. 100,000 (Previous Year Rs. Nil) issued in favour of
HaryanaSales Tax Department, secured by way of pledge of Fixed
Deposits for Rs. 100,000 (Previous Year Rs. Nil)
(iii) OfRs. Nil (Previous Year Rs. 1,200,000) issued in favour of
Colorplus Fashions Limited, secured by way of pledge of Fixed Deposits
for Rs. Nil (Previous Year Rs. 1,200,000)
b) Estimated amount of Contracts remaining to be executed on capital
account (net of advances) Rs. 641,270 (Previous Year Rs. 79,605,784).
4. EmployeesStock Option Schemes (ESOS)
I Employees Stock Option Schemes of the Company
i. Piramyd Retail Limited -Stock Option Plan 2005
During the period ended March 31, 2006, the Company had established the
" Piramyd Retail Limited Stock Option Plan - 2005". The Company issued
equity settled options to its eligible employees to subscribe upto
202,350 stock options at an exercise price of Rs.62 per option. The
intrinsic value of the option was Rs.58 per option which was the
difference between the issue price of the Initial Public Offering
concluded prior to the date of grant of options of Rs. 120 per share
and exercise price of Rs.62 per option.
iii. Indiabulls Retail Services Limited Employees Stock Options
Scheme - 2008
During the period ended March 31, 2009, pursuant to the the Resolution
passed on May 12, 2008 the Company had established the "Indiabulls
Retail Services Limited Employees" Stock Options Scheme - 2008". Under
("IBRSLESOS 2008"), the Company issued equity settled options to its
eligible employees to subscribe upto 1,000,000 stock options. However,
this scheme was subsequently superseded by Indiabulls Retail Services
Limited Employees Stock Option Scheme - 2009 ("IBRSL ESOS 2009"), as
approved by the share holders by way of postal ballot on February 9,
2009. (Also refer Note 8 i) of Schedule 20.
II Stock Option Scheme of the Holding Company
Indiabulls Wholesale Services Limited
Indiabulls Wholesale Services Limited ("IWSL"), the holding company,
announced the Indiabulls Wholesale Services Limited Employee Stock
Option Plan 2007 ("IWSL ESOP 2007") for its employees and of its
subsidiary companies, existing then or in future, and employees of its
holding company Indiabulls Real Estate Limited ("IBREL"). The eligible
employees covered under IWSL ESOP 2007 were granted an option to
purchase equity shares of IWSL 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
IWSL administered the IWSL ESOP 2007.
III Stock Option Schemes of the Ultimate Holding Company ("IBREL")
i. Indiabulls Real Estate Limited Employees Stock Options Scheme -
2006
During the period ended March 31, 2007, 1BREL established the
Indiabulls Real Estate Limited Employees Stock Options Scheme ("IBREL
ESOS-i" or "Plan-I"). Under the Plan-1, IBREL issued 9,000,000 equity,
settled options to eligible employees which gave them a-right to
subscribe upto 9,000,000 stock options representing an equal number of
equity shares of face value of Rs. 2 each of IBREL at an exercise price
of Rs. 60 per option, subject to the requirements of vesting. These
options vest uniformly over a period of 10 years, commencing one year
after from the date of grant. A Compensation Committee constituted by
the Board of Directors of IBREL administers the Plan-1.
IBREL follows the Intrinsic Value method of accounting as prescribed
under the Guidance Note on "Accounting for Employees Share based
Payments" issued by the Institute of Chartered Accountants of India. No
Deferred Employee Stock Compensation Cost was initially recorded on the
grant of options as the Intrinsic Value calculated by an independent
valuer was lower than the exercise price. Had IBREL followed the Fair
value method, there would not had been any impact on the Profit After
Tax of IBREL and on the Basic and Diluted Earnings per Share of IBREL
as the fair value on the date of grant calculated by an independent
valuer following binomial option pricing model was less than the
exercise price.
There is no impact on the Companys net profit after taxes and basic
and diluted earnings per share, as a result of the above.
ii. Indiabulls Real Estate Limited Employees Stock Options Scheme -
2008
During the year, IBREL established the Indiabulls Real Estate Limited
Employees Stock Options Scheme - 2008 ("IBREL ESOS 2008"). Under IBREL
ESOS 2008, IBREL issued equity settled options to its eligible
employees and of its subsidiary companies to subscribe upto 1,500,000
stock options representing an equal number of equity shares of face
value of Rs. 2 each in IBREL, at an exercise price of Rs. 495.70 per
option, being the closing market price on the National Stock Exchange
of India Limited, as at April 21,2008.The stock options so granted,
were to vest in the eligible employees in equal slabs of 10% per year,
over a period of 10 years beginning from April 23, 2009, the first
vesting date. The options granted under each of the slabs, were to be
exercised by the grantees within a period of ninety days from the
relevant vesting date.
During the year ended March 31,2009, all eligible employees voluntarily
surrendered the options granted to them under IBREL ESOS 2008 and the
Compensation Committee decided not to re-grant these options. Pursuant
to the shareholders approval by way of Postal Ballot on December 12,
2008, IBREL cancelled and withdrew IBREL ESOS 2008.
iii. Indiabulls Real Estate Limited Employees Stock Options Scheme
2008 (ID:
During the year ended March 31,2009, IBREL established the Indiabulls
Real Estate Limited Employees Stock Options Scheme - 2008 (II) ("IBREL
ESOS-II" or "Plan-II"). Under Plan II, IBREL issued equity settled
options to its eligible employees and of its subsidiary companies to
subscribe upto 2,000,000 stock options representing an equal number of
equity shares of face value of Rs. 2 each in IBREL, at an exercise
price of Rs. 110.50 per option, being the closing market price on the
National Stock Exchange of India Limited, as at January 29,2009.
The stock options so granted, shall vest in the eligible employees
within 10 years beginning from January 31, 2010, 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.
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. 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 Plan II using the Black-Scholes model,
based on the following parameters, is Rs.62.79 per. option, as
certified by an independent firm of chartered accountants.
5. Significant Events after the Balance Sheet date:
i) Indiabulls Retail Services Limited Employees Stock Options Scheme -
2009
The Compensation Committee, constituted by the Board of Directors of
the Company, at its meeting held on June 05, 2009, granted, under the
"Indiabulls Retail Services Limited Employees Stock Option Scheme -
2009", 1,500,000 (Fifteen lacs) stock options representing an equal
number of Equity shares of face value Rs. 10 each in the Company, 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.
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 compensation
expense in respect of the options granted was recorded by the Company.
6. Earnings per Share
The Basic Earnings Per share is computed by dividing the net loss for
the year attributable to equity shareholders 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 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.
7. Deferred Tax Asset
In compliance with Accounting Standard 22 (AS 22) - "Accounting for
Taxes on Income", as notified under the Companies (Accounting
Standards) Rules, 2006, as amended, deferred tax assets of Rs.
8,578,269 recoginised in the previous year due to temporary differences
arising on account of Provision for Gratuity and Compensated Absences
and Preliminary Expenses have been reversed during the year ended March
31, 2009, as there is no virtual certainity supported by convincing
evidence of the subsequent realisation of such deferred tax assets in
future. Accordingly, the Company has recorded deferred tax credit of
Rs. 8,578,269 to the Profit and Loss Account for the year ended March
31,2009.
8. Impairment
In accordance with the provisions of Accounting Standard 28 (AS 28)
"Impairment of Assets" as notified under the Companies (Accounting
Standards) Rules, 2006, as amended, the Company, during the year ended
March 31,2009, has recorded impairment loss of Rs.6,106,358 (Previous
year Nil) (included under the head Depreciation in the Profit and Loss
account), relating to various items of Tangible and Intangible Assets,
which have been brought down to their recoverable values upon
evaluation of future economic benefits from their use.
9. Employee Benefits
Contributions are made to Provident Fund and Family Pension Fund,
Employees State Insurance Corporation and other statutory funds which
covers all eligible employees. Both the employees and the Company make
predetermined contributions to the Provident Fund and Employees State
Insurance Corporation. The contributions are normally based on a
certain proportion of the employees salary. The Company has charged
Rs. 5,885,751 (Previous Year Rs. 15,940,584) as employer
conrributionforthe above mentioned funds, to the Profit and Loss
Account.
(b) Other related parties:
Nature of relationship Name of Party
Key Management Sameer Gehlaut, Director (Till August 22, 2008)
Personnel Rajiv Rattan, Director
Anil Lepps, Whole- Time Director
(From January 06,2009)
Udesh Jha, Director (Till June 30, 2009)
Mehul CC Johnson, Director (From March 18,
2009)
Ikroop Singh Kehal, Director
(Till January 06, 2009)
10. No Disclosures are required under Clause 32 of the Listing
Agreements with Stock Exchanges as the company has no subsidiary
companies.
11. Segment Reporting
The Company is engaged in the retail business in India. Considering the
nature of the Companys business and operations and based on the
information available with the management, there is/are no reportable
segments (business and/or geographical) in accordance with the
requirements of Accounting Standard 17 (AS 17) - "Segment Reporting".
Hence, no further disclosures are required in respect of reportable
segments, under AS. 17, other than those already provided in the
financial statements.
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 Standard 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 the opinion of the Board of Directors, all current assets,
loans and advances appearing in the balance sheet as at March 31, 2009
have a value on realization in the ordinary course of the Companys
business at least equal to the amount at which they are stated in the
balance sheet. Certain balances shown under loans and advances, sundry
creditors and balances with banks are subject to
confirmation/reconciliation. In the opinion of the Board of Directors,
no provision is à required to be made against the recoverability of
such balances, other than as already provided in the financial
statements.
14. In respect of amounts mentioned under Section 205 C of the
Companies Act, 1956, there were no dues required to be credited to the
Investor Education and Protection Fund as on March 31,2009.
15. Disclosures under the Micro, Small and Medium Enterprises
Development Act, 2006
(i) An amount of Rs. 4,836,762 (Previous Year 12,815,776) was due and
outstanding to suppliers as at the end of the accounting year.
(ii) No interest was paid during the year in terms of Section 16 of the
Micro, Small and Medium Enterprises Development Act, 2006, and payments
of Rs.172,375,07 were made to suppliers beyond the appointed day during
the accounting year.
(iii) Nointerestisdueandpayableattheendoftheyeartosuchsuppliers.
(ReferNote(vi)below)
(iv) No amount of interest was accrued and unpaid at the end of the
accounting year. (Refer Note (vi) below)
(v) No amount of further interest was remaining due and payable in the
succeeding years.
(vi) The above information and that given in Schedule 11 - "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. Certain balances shown under Current Liabilities are
subject to confirmation / reconciliation. Pending such confirmation /
reconciliation, the Company has not accrued interest of Rs. 4,171,755
that may be payable under the Micro, Small and Medium Enterprises
Development Act, 2006.
16. No borrowing cost has been capitalized during the year.
17. The company has not entered into any foreign exchange derivative
instruments during the year. There are no outstanding foreign currency
exposures as at March 31,2009.
18. Previous years figures have been regrouped and / or re-arranged
wherever necessary to confirm to current years groupings and
classifications.
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