Notes to Accounts of Vascon Engineers Ltd.
Mar 31, 2018
Notes:
1. The company records receivables on account of '' EPC contracts '' and '' Development sales'' in the normal course of business and classify the same as âtrade receivableâ.
2. The average credit period on EPC contracts is 60 days. No Interest is charged on trade receivables.
3. Trade receivables includes receivables from related parties and amount due from directors or other officers of the company either severally or jointly with any other person or any trade or other receivables due from firm or private companies in which any director is a partner, a director or member (Refer Note 33).
4. The concentration of credit risk is limited due to the fact that customer base is large and unrelated.
5. The Company does not provide for expected credit loss allowance development sales and receivables from related parties as the Company does not expect any loss on these sales. There is no historical credit loss experience and the Company does not expect any loss on these trade receivables.
6. The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables from EPC contracts based on a provision matrix. The provision matrix takes into account historical credit losses experience and adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as per the provision matrix. In addition the Company provides for expected credit loss based on case to case basis
The company has only one class of equity shares having a par value of '' 10 per share. Each holder of equity share is entitled for one vote per share held. In the event of liquidation of the company the holder of the equity share will be entitled to receive remaining asset after deducting all its liabilities in proportion to the number of equity shares held.
*Consequent to and as part of the amalgamation of Angelica Properties Private Limited, Florien Properties Private Limited, Greenstone Premises Private Limited, It-City Info park Private Limited, Just homes india Private Limited, Samara Developers India Private Limited, Sunflower Real Estate Developers Private Limited, Sheriâs Strategists Private Limited, Vascon Dwellings Private Limited, Vashon Price Infrastructures limited, Wind Flower Properties Private Limited with the Company, the Authorized Equity Share Capital of the Company stands increased to '' 26,913 lakhs made up of 26,41,30,000 equity shares of '' 10 each and 5,000,000 Preference Shares of '' 10 each from âeffective dateâ 1 April 2016 (Refer Note 43).
The shares under ESOP - 2015 and ESOP - 2016 totaling to 6,476,530 was allotted on 13/02/2018 and 08/01/2018 and got trading approval from BSE and NSE. On receiving the approval, the shares were credited on 06/03/2018 and 22/01/2018 respectively, to the demit account of employees.
The management assessed that the fair values of short term financial assets and liabilities significantly approximate their carrying amounts largely due to the short - term maturities of these instruments. The fair value of the financial assets and liabilities is 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 determines fair values of financial assets and financial liabilities by discounting the contractual cash inflows/ outflows using prevailing interest rates of financial instruments with similar terms. The initial measurement of financial assets and financial liabilities is at fair value. The fair value of investment is determined using quoted net assets value from the fund. Further, the subsequent measurement of all financial assets and liabilities (other than investment in mutual funds) is at mortised cost, using the effective interest method.
Discount rates used in determining fair value.
The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of the borrower which in case of financial liabilities is the weighted average cost of borrowing of the Company and in case of financial assets is the average market rate of similar credit rated instrument.
The Company maintain policies and procedure to value financial assets or financial liabilities using the best and most relevant data available. In addition, the Company internally reviews valuation, including independent price validation for certain instruments.
Fair value of financial assets and liabilities is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.
The following methods and assumptions were used to estimate fair value:
(a) Fair value of short term financial assets and liabilities significantly approximate their carrying amounts largely due to the short term maturities of these instruments.
(b) Security deposit paid are evaluated by the Company based on parameters such as interest rate non performance risk of the customer. The fair value of the Company''s security deposit paid are determined by estimating the incremental borrowing rate of the borrower (primarily the landlords). Such rate has been determined using discount rate that reflects the average interest rate of borrowing taken by similar credit rate companies where the risk of non performance risk is more than significant.
(c) Fair value of quoted mutual funds is based on the net assets value at the reporting date. The fair value of other financial liabilities as well as other noncurrent financial liabilities is estimated by discounting future cash flow using rate currently applicable for debt on similar terms, credit risk and remaining maturities.
(d) The fair value of the Company''s interest bearing borrowing received are determined using discount rate that reflects the entity''s borrowing rate as at the end of the reporting year. The own non performance risk as at the reporting was assessed to be insignificant.
Fair value hierarchy
All financial instruments for which fair value is recognized or disclosed are categorized within the fair value hierarchy described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1: Quoted (unadjusted) price is active market for identical assets or liabilities.
Level 2: Valuation technique for which the lowest level input that has a significant effect on the fair value measurement are observed , either directly or indirectly.
Level 3: Valuation technique for which the lowest level input has a significant effect on the fair value measurement is not based on observable market data.
During the year ended March 31, 2018, there were no transfer between Level 1 and Level 2 fair value measurement and no transfer into and out of Level 3 fair value measurement.
Note No. 27 - Financial Instruments and Risk Review Capital Management
For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximize the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company''s policy is to keep the gearing ratio between 20% and 50%. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.
In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current year.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2018 and March 31, 2017.
Financial Risk Management Framework
Vascon Engineers Limited is exposed primarily to credit risk, liquidity risk, which may adversely impact the fair value of its financial instruments. The Company assesses the unpredictably of the financial environment and seeks to mitigate potential adverse effects on the financial performance of the Company.
i) Credit Risk
Credit risk is the risk of financial loss arising from counter party failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analyzing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit.
Financial instruments that are subject to concentrations of credit risk principally consist of trade payables and borrowings. None of the financial instruments of the Company result in material concentration of credit risk.
Exposure to credit risk
The carrying amount of financial liability represents the maximum credit exposure. The maximum exposure to credit risk was '' 39,289.99 lakhs and '' 38,243.81 lakhs as of March 31, 2018 and March 31, 2017 respectively, being the total of the carrying amount of trade payables and borrowings.
Trade receivables
Ind AS requires expected credit losses to be measured through a loss allowance. The Company assesses at each date of statements of financial position whether a financial asset or a group of financial assets is impaired. The Company recognizes lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.
The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information. Company''s exposure to customers is diversified and some customer contributes more than 10% of outstanding accounts receivable as of March 31, 2018 and March 31, 2017, however there was no default on account of those customer in the past. The concentration of credit risk is limited due to the fact that the customer base is large and unrelated.
Before accepting any new customer, the Company uses an external/internal credit scoring system to assess the potential customer''s credit quality and defines credit limits by customer. Limits and scoring attributed to customers are reviewed on periodic basis.
The Company performs credit assessment for customers on an annual basis and recognizes credit risk, on the basis of lifetime expected losses and where receivables are due for more than 1 year.
The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix. The provision matrix at the end of the reporting year is as follows.
ii) Liquidity Risk
a) Liquidity risk management
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Excessive Risk Concentration
Concentrations arise when a number of counter parties are engaged in similar business activities, or activities in the same geographical region, or having economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company''s performance to developments affecting a particular industry.
In order to avoid excessive concentrations of risk, the Company''s policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly. Selective hedging is used within the Company to manage risk concentrations at both the relationship and industry levels.
Note No. 28 - Share Based Payments
Employee stock option scheme (ESOS) - 2014
The ESOS was approved by Board of Directors of the Company on 12th August, 2014 and thereafter by the share holders on 15th Sept, 2014. A compensation committee comprising of independent directors of the company administers the ESOS plan. Each option carries with it the right to purchase one equity share of the company. All options have been granted at a predetermined rate of Rs. 10/- per share. The maximum exercise period is 1 year from the date of vesting.
Employee stock option scheme (ESOS) - 2015
The ESOS was approved by Board of Directors of the Company on 11th August 2015 and thereafter by the share holders on 29th September 2015. A compensation committee comprising of independent directors of the company administers the ESOS plan. Each option carries with it the right to purchase one equity share of the company. All options have been granted at a predetermined rate of Rs. 20/- per share. The maximum exercise period is 1 year from the date of vesting.
The fair value of the stock option is calculated through the use of option pricing models, requiring subjective assumptions which greatly affect the calculated values. The said fair value of the options have been calculated using Binomial lattice option pricing model, considering the expected weighted average term of the options to be 1 year from the date of vesting, an expected dividend rate on the underlying equity shares, a risk free rate and weighted average volatility in the share price. The Company''s calculations are based on a single option valuation approach, and forfeitures are recognized as they occur. The expected volatility is based on historical volatility of the share price after eliminating the abnormal price fluctuations.
Employee stock option scheme (ESOS) - 2016
The ESOS was approved by Board of Directors of the Company on 17th May 2016 and thereafter by the share holders on 15th September 2016. A compensation committee comprising of independent directors of the company administers the ESOS plan. Each option carries with it the right to purchase one equity share of the company. All options have been granted at a predetermined rate of Rs. 20/- per share. The maximum exercise period is 1 year from the date of vesting.
The fair value of the stock option is calculated through the use of option pricing models, requiring subjective assumptions which greatly affect the calculated values. The said fair value of the options have been calculated using Binomial lattice option pricing model, considering the expected weighted average term of the options to be 1 year from the date of vesting, an expected dividend rate on the underlying equity shares, a risk free rate and weighted average volatility in the share price. The Company''s calculations are based on a single option valuation approach, and forfeitures are recognized as they occur. The expected volatility is based on historical volatility of the share price after eliminating the abnormal price fluctuations.
The fair value of the stock option is calculated through the use of option pricing models, requiring subjective assumptions which greatly affect the calculated values. The said fair value of the options have been calculated using Binomial lattice option pricing model, considering the expected weighted average term of the options to be 1 year from the date of vesting, an expected dividend rate on the underlying equity shares, a risk free rate and weighted average volatility in the share price. The Company''s calculations are based on a single option valuation approach, and forfeitures are recognized as they occur. The expected volatility is based on historical volatility of the share price after eliminating the abnormal price fluctuations.
(a) Defined Contribution Plan
The Company makes Provident Fund contributions to defined contribution plan administered by the Regional Provident Fund Commissioner. Under this scheme, the Company is required to contribute a specified percentage of payroll cost to fund the benefits. The Company has recognized '' 99.46 lakhs for Provident Fund contributions (March 31, 2017 : '' 103.79 lakhs) and '' 18.69 lakhs (March 31, 2017: '' 7.63 lakhs) towards ESIC in the Statement of Profit and Loss. The provident fund and ESIC contributions payable by the Company are in accordance with rules framed by the Government from time to time.
(b) Defined Benefit Plans:
Gratuity
The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the Payment of Gratuity Act, 1972 or the Company scheme applicable to the employee. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Life Insurance Corporation of India through its Gratuity Trust Fund.
The expected rate of return on plan assets is based on the average long term rate of return expected on investments of the fund during the estimated term of obligation.
The estimate of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
Note No. 32 - Significant estimates and assumptions
Estimates and Assumptions
The preparation of the Company''s financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assists or liabilities affected in future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes will be reflected in the assumptions when they occur.
Impairment of non-financial assets
Impairment exists when the carrying value of an asset or Cash Generating Unit (CGU) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm''s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset''s performance of the CGU being tested. The recoverable amounts sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.
Defined Benefit Plans (Gratuity Benefits)
The cost of the defined benefit gratuity plan and other post-employment benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the postemployment benefit obligation.
The mortality rate is based on publically available mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.
Details about gratuity obligations are given in Note 31.
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, the fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value target and the discount factor.
The Company has valued its financial instruments through profit & loss which involves significant judgments and estimates such as cash flows for the period for which the instrument is valid, EBITDA of investee company, fair value of share price of the investee company on meeting certain requirements as per the agreement, etc. The determination of the fair value is based on expected discounted cash flows. The key assumptions take into consideration the probability of meeting each performance target and the discount factor.
Note 33 : Related Party Transactions
I Names of related parties
1. Subsidiaries
- Marvel Housing Private Limited
- GMP Technical Solution Private Limited
- Almost Corporation Limited
- Marathawada Realtors Private Limited
- GMP Technical Solutions Middle East (FZE)
- GMP Technical Services LLC (up to July 12, 2017)
- Vascon Value Homes Private Limited
2. Joint Ventures
- Phoenix Ventures
- Cosmos Premises Private Limited
- Ajanta Enterprises
- Vascon Qatar WLL
3. Associates
- Mumbai Estate Private Limited
4. Key Management Personnel
- Mr. R. Vasudevan
- Mr. Siddarth Vasudevan (w.e.f 29th March 2018)
- Dr Santosh Sundararajan
- Mr. D.Santhanam
- Mr.M.Krishnamurthi
- Mr.Mukesh Malhotra
5. Relatives of Key Management Personnel
- Mrs. Lalitha Vasudevan
- Ms. Soumya Vasudevan
- Mrs. Thangam Moorthy
- Mrs. Lalitha Sundararajan
- Mrs Shilpa Shivram
- Mrs. Sailaxmi Santhanam Mudaliar
- Ms Mathangi Krishnamuthy
- Ms Aishwarya Santhanam
- Mrs K Jeyanthy
6. Establishments where in which individuals in serial number (4) and (5) exercise significant Influence
- Flora Facilities Private Limited (Formerly known as Flora Premises Private Limited)
- Vastech Consultants Private Limited
- Vastech consultants and engineers LLP
- Vatsalya Enterprises Private Limited
- Bellflower Premises Private Limited
- Cherry Construction Private Limited
- Stresstech Engineers Pvt Ltd.
- Syringa Engineers Private Limited ( Formerly known as Syringa Properties Private Limited)
- Vascon Infrastructure Limited
- Venus Ventures
- Seraphic Design Private Limited
- D. Santanam (HUF)
- M krishnamurthi (HUF)
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the auditors.
35 Disclosure under Regulation 34(3) of the SEBI (Listing and Disclosure Requirements) Regulations, 2015
Loans and advances in the nature of loans given to subsidiaries, associates, firms / companies in which directors are interested:
Note: Figures in bracket relate to the previous year.
- There are no transactions of loans and advances to subsidiaries, associate firms/ companies in which Directors are interested other than as disclosed above.
- There are no Investment by loaned in share of parent or subsidiary where Company made loan or advances in the nature of loan.
36 The company enters into "domestic transactions" with specified parties that are subject to the Transfer Pricing regulations under the Income Tax Act, 1961 (''regulation''). The pricing of such domestic transactions will need to comply with Arm''s length principle under the regulations. These regulations, inter alia, also required the maintenance of prescribed documents and information including furnishing a report from an accountant which is to be filed with the Income tax authorities.
The Company has undertaken necessary steps to comply with the regulations. The management is of the opinion that the domestic transactions are at arm''s length, and hence the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
37 Segment information has been presented in the Consolidated Financial Statements as permitted by Indian Accounting Standard (In AS) 108 on operating segment as notified under the Companies (Indian Accounting Standards) Rules, 2015.
39 The company has not performed CSR activities as mentioned in Section 135 read with companies ( Corporate Social responsibility) Rules, 2014 (CSR rules) and Notification and circulars issued by the ministry during the financial year as the company is not within the criteria of ''Qualifying company''.
40 During the previous financial year the company has redeemed preference shares from one of the subsidiary " GMP Technical Solutions Private Limited" amounting to Rs. 234 lakhs.
41 In June 2012, the Income Tax Department had initiated proceedings against the Company, under Section 132 of the Income Tax Act, 1961. During the year, the Company has received order from the Income Tax Settlement Commission under Section 245D(4), for the assessment years 2007-08 to 2014-15 (except assessment year 2013-14 which is reverted to respective assessing officer for further assessment) and based on which necessary effects has been given in the accounts.
42 During the current financial year, the company renegotiated and agreed for full and final payment of Rs 5,864 lakhs towards Zero coupon, rupee denominated unrated unlisted secured non convertible debentures of Rs 6,861 Lakhs.
43 Scheme of Amalgamation:
Pursuant to the Scheme of Amalgamation (the Scheme) sanctioned by the National Company Law Tribunal, Mumbai Bench vide its order dated 21 June 2017, Angelica Properties Private Limited (Angelica Properties), Florien Properties Private Limited (Floriana Properties), Greenstone Premises Private Limited (Greenstone Premises), It-Citi Info park Private Limited (It-Citi Info park), Just Homes Hndia Private Limited (Just Homes India), Sansara Developers India Private Limited (Sansara Developers), Sunflower Real Estate Developers Private Limited (Sunflower Real Estate), Shreyas Strategists Private Limited (Shreyas Strategists), Vascon Dwellings Private Limited (Vascon Dwellings), Vascon Price Infrastructures limited (Vascon Price), Wind Flower Properties Private Limited (Wind Flower Properties) have been merged with the Company with effect from 1 April 2016 (the appointed date). The Scheme came into effect on 3 August 2017, the day on which the order was delivered to the Registrar of the Companies, and pursuant thereto the entire business and all the assets and liabilities, duties, taxes and obligations of Angelica Properties, Floriana Properties, Greystone Premises, It-Citi Info park, Just homes india, Sansara Developers, Sunflower Real Estate, Sheriâs Strategists, Vascon Dwellings, Vascon Pricol, Wind Flower Properties have been transferred to and vested in the Company. The scheme has become effective on 3 August 2017 with effect from the appointed date of 1 April 2016, accordingly previous years'' numbers has been restated.
Angelica Properties, Floriana Properties, Greenstone Premises, It-Citi Info park, Just Homes India, Sansara Developers, Sunflower Real Estate, Shreyas Strategists, Vashon Dwellings, Vashon Pricol, Wind Flower Properties were primarily engaged in business of construction of residential, commercial; IT Parks along with renting of immovable properties and providing project management services for managing and developing real estate projects.
The business of Angelica Properties, Florien Properties, Greenstone Premises, It-Citi Info park, Just homes india, Sansara
Developers, Sunflower Real Estate, Shreyas Strategists, Vascon Dwellings, Vascon Pricol, Wind Flower Properties was run in trust by them for the Company and the business of Angelica Properties, Floriana Properties, Greystone Premises, It-Citi Info park, Just homes india, Sansara Developers, Sunflower Real Estate, Shreyas Strategists, Vascon Dwellings, Vascon Pricol, Wind Flower Properties will be carried on by the Company post the effective date.
As the amalgamating companies i.e. Angelica Properties, Floriana Properties, Greenstone Premises, It-Citi Info park, Just Homes India, Sansara Developers, Sunflower Real Estate, Shreyas Strategists, Vascon Dwellings, Vashon Price, Wind Flower Properties are wholly owned subsidiaries of the Company, no consideration is payable on amalgamation with the Company.
The amalgamation is accounted under the ''pooling of interest'' method in terms of the scheme sanctioned by the National Company Law Tribunal, Mumbai bench as under:
- All assets and liabilities and reserves of Angelica Properties, Floriana Properties, Greenstone Premises, It-Citi Info park, Just homes india, Sansara Developers, Sunflower Real Estate, Shreyas Strategists, Vascon Dwellings, Vascon Price, Wind Flower Properties have been recorded in the books of account of the Company at their respective carrying amounts and in the same form.
- Difference between amount of Share capital of the transferor companies and gross value recorded as investments is adjusted and the difference is adjusted in '' Reserves'' in accordance with the Scheme.
- Accordingly, the assets and liabilities of Angelica Properties, Floriana Properties, Greenstone Premises, It-Citi Info park, Just Homes India, Sansara Developers, Sunflower Real Estate, Shreyas Strategists, Vascon Dwellings, Vascon Pricol, Wind Flower Properties are accounted at the following summarized values:
Mar 31, 2016
1. Employee stock option scheme (ESOS) - 2013
The ESOS was approved by Board of Directors of the Company on 20th May, 2013 and thereafter by the share holders on 12th Sept, 2013. A compensation committee comprising of independent directors of the company administers the ESOS plan. Each option carries with it the right to purchase one equity share of the company. All options have been granted at a predetermined rate of Rs. 10/- per share. The maximum exercise period is 1 year from the date of vesting.
2. Employee stock option scheme (ESOS) - 2014
The ESOS was approved by Board of Directors of the Company on 12th August, 2014 and thereafter by the share holders on 15th Sept, 2014. Compensation committee comprising of independent directors of the company administers the ESOS plan. Each option carries with it the right to purchase one equity share of the company. All options have been granted at a predetermined rate of Rs. 10/- per share. The maximum exercise period is 1 year from the date of vesting.
3. Employee stock option scheme (ESOS) - 2015
The ESOS was approved by Board of Directors of the Company on 11th August 2015 and thereafter by the share holders on 29th September 2015. A compensation committee comprising of independent directors of the company administers the ESOS plan. Each option carries with it the right to purchase one equity share of the company. All options have been granted at a predetermined rate of Rs. 20/- per share. The maximum exercise period is 1 year from the date of vesting.
The Compensation cost of stock options granted to employees has been accounted by the company using the intrinsic value method. The guidance note on accounting of employee share based payments issued by the Institute of Chartered Accountants of India requires the disclosure of pro forma net results and EPS both basic & diluted, had the Company adopted the fair value method. Had the Company accounted these options under fair value method, amortizing the stock compensation expense thereon over the vesting period, the reported Profit for the year ended March 31, 2016 would have been lower by Rs. 49.29 lakhs (Previous year: lower loss of Rs. 14.96 lakhs) and Basic and diluted EPS would have been revised to profit of Rs. 0.43 per share (Previous year loss of 14.30 per share) and profit Rs. 0.43 per share (Previous year loss of 14.30 per share) respectively as compared to profit of Rs. 0.47 per share (Previous year loss of 14.31 per share) and profit of Rs. 0.46 per share (Previous year loss of 14.31 per share) without such impact.
The fair value of the stock option is calculated through the use of option pricing models, requiring subjective assumptions which greatly affect the calculated values. The said fair value of the options have been calculated using Binomial lattice option pricing model, considering the expected weighted average term of the options to be 1 year from the date of vesting, an expected dividend rate of 2% on the underlying equity shares, a risk free rate 8.40% and weighted average volatility in the share price in the range of 61.10% - 67.42%. The Company''s calculations are based on a single option valuation approach, and forfeitures are recognized as they occur. The expected volatility is based on historical volatility of the share price after eliminating the abnormal price fluctuations.
* As required by Accounting Standard (AS) 20 - Earning per share, the effect of anti-dilutive potential equity shares are ignored in calculating diluted earnings per share
I) In respect of claim against the Company amounting to Rs.360,00,00,000/- (Previous year Rs 360,00,00,000/-) by a party who was originally claiming interest in a property, no provision has been considered necessary by the Management in view of the legal opinion that the said claim is not tenable on various grounds.
ii) The Creditors of the Company have filed a civil suit claiming of Rs 1,11,49,741/- (Previous year Rs. 1,00,66,624/-) as amount due to them, which claims the Company is disputing.
iii) Short Levy of Stamp Duty due to misclassification of conveyance deed as development agreement amounting to Rs 8,67,370/- (Previous year Rs. 8,67,370/) with Joint District Registrar & Collector of Stamps , Pune.
iv) One of the labour supplier has filed a criminal complaint in Additional Magistrate Court, Dadar, Mumbai, for recovery of his dues for Rs.3,94,840/- ( Previous year - Nil).
v) One of the customer has filed arbitration proceeding against the Company for loss on account of wastage i.e. excess consumption of cement and steel, loss on account of escalation of cement and steel, additional cost incurred for completing the balance work, loss for rectifying defective work, refund of amount in VAT and excess duty, loss of reputation and liquidated damages and interest, amounting to Rs. 28,67,00,100/- (Previous year - Nil).
g) In respect of a development project, as per the terms of land purchase agreement with a land vendor, an additional amount equivalent to 40% of sale proceeds will required to be paid in the event the FSI availed is in excess of 580000 Sq ft. Since such event has not occurred till the date of balance sheet, no provision is required for this additional cost.
h) The levy of Maharashtra Value Added Tax (MVAT) in respect of Real Estate Development sales has been subject to considerable legislative amendments, litigation and administrative action. During the pendency of special leave petition before the Hon''ble Supreme Court against the earlier Hon''ble Mumbai High Court decision, a decision has been pronounced by the Hon''ble Mumbai High Court and the matter has not reached finality.
The Industry, accounting and legal fraternity is examining the implications of the decisions and the way the liability will be worked out under various options provided. In view of such uncertainties, the management has been advised that in the present scenario it is difficult to correctly determine MVAT liability payable in respect of real estate development sales executed during the period 20th June, 2006 to 31st March, 2010. The Company is currently in process of ascertaining the exact applicability of these pronouncements, contractual ability to collect MVAT from past customers and the mechanism of collection of MVAT in respect of real estate development sales executed during the period 20th June, 2006 to 31st March, 2010.
4. Disclosure of particulars of significant leases as required by Accounting Standard 19
The Companies significant leasing arrangements are in respect of operating leases for commercial and residential premises.
The Company leases / sub-leases office spaces under Non cancellable operating lease agreements that are renewable on a periodic basis at the option of both the lessor and lessee.
i) Operating Lease
Notes forming part of the Financial Statements 38 Disclosure of related party transactions as required by Accounting Standard 18
I Names of related parties
1. Subsidiaries
- Marvel Housing Private Limited
- Grey Stone Premises Private Limited
- Vascon Dwellings Private Limited
- IT CITI Info Park Private Limited
- Caspia Hotels Private Limited (Upto May 28,2014)
- Windflower Properties Private Limited
- GMP Technical Solution Private Limited
- Floriana Properties Private Limited
- Vascon Pricol Infrastructure Limited
- Vascon Renaissance EPC Limited Liability Partnership
- Almet Corporation Limited
- Marathawada Realtors Private Limited
- Just Homes (India) Private Limited
- GMP Technical Solutions Middle East (FZE)
- Sunflower Real Estate Developers Pvt Ltd (Wef 31.08.2015)
- Angelica Properties Private Limited (Wef 14.04.2015)
- Shreyas strategists Private limited (Wef 31.08.2015)
- Sansara Development India Private limited (Wef 31.08.2015)
- GMP Technical Services LLC
2. Joint Ventures
- Weikfield IT CITI Infopark ( Upto October 1,2014)
- Phoenix Ventures
- Zenith Ventures
- Zircon Ventures
- Just Homes (AOP)
- Cosmos Premises Private Limited
- Ajanta Enterprises
- Vascon Qatar WLL
3. Associates
- Mumbai Estate Private Limited
4. Key Management Personnel
- Mr. R. Vasudevan
- Dr Santosh Sundararajan
- Mr. D.Santhanam
- Mr.M.Krishnamurthi
5. Relatives of Key Management Personnel
- Mrs. Lalitha Vasudevan
- Ms. Soumya Vasudevan
- Mrs. Thangam Moorthy
- Mrs. Lalitha Sundararajan
- Mr. Siddarth Vasudevan
- Mrs Shilpa Shivram
- Mrs. Sailaxmi Santhanam Mudaliar
- Ms Mathangi Krishnamuthy
6. Establishments where in which individuals in serial number (4) and (5) exercise significant Influence
- Flora Facilities Private Limited (Formerly known as Flora Premises Private Limited)
- Vastech Consultants Private Limited
- Vastech consultants and engineers LLP
- Vatsalya Enterprises Private Limited
- Bellflower Premises Private Limited
- Cherry Construction Private Limited
- Stresstech Engineers Pvt Ltd.
- Syringa Engineers Private Limited ( Formerly known as Syringa Properties Private Limited)
- Vascon Infrastructure Limited
- Venus Ventures
- Seraphic Design Private Limited
- D. Santanam (HUF)
- M krishnamurthi (HUF)
Notes:-
i) Related party relationships are as identified by the Company on the basis of information available and accepted by the auditors.
ii) No provision have been made in respect of receivable from related party as at March 31, 2016.
iii) During the financial year one of the subsidiaries IT CITI Infopark Pvt Litd has purchased 74% equity stake in Angelica Properties Pvt Ltd (In which company holds 26% equity stakes) for a consideration of Rs.241.55 Lakhs.Consequently, Angelica Properties Pvt Ltd has become fully owned subsidiary of the company.
IV) During the year ended 31st March 2016 following acquisition have taken place.
1.The Company had acquired 100% stake in " Sunflower real Estate Developers Private Limited" for a consideration of Rs.100.00 Lakhs on 31st August 2015.
2. The Company had acquired 100% Stake in " Shreyas Strategies Private Limited " through one of its subsidiary Vascon Pricol Infrastructures Limited for a consideration of Rs.1 Lakhs on 31st August 2015.
3. The Company had acquired 35% stake in "Greystone Premises Private Limited" for a consideration of Rs.0.01 lakhs on 20th January 2016.
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the auditors.
7. The company enters into "domestic transactions" with specified parties that are subject to the Transfer Pricing regulations under the Income Tax Act, 1961 (''regulation''). The pricing of such domestic transactions will need to comply with Arm''s length principle under the regulations. These regulations, interalia, also required the maintenance of prescribed documents and information including furnishing a report from an accountant which is to be filed with the Income tax authorities.
The Company has undertaken necessary steps to comply with the regulations. The management is of the opinion that the domestic transactions are at arm''s length, and hence the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
8. Segment information has been presented in the Consolidated Financial Statements as permitted by Accounting Standard (AS) -17 on Segment Reporting as notified under the Companies (Accounting Standard) Rules, 2006.
9. Consequent to non-receipt of necessary approval, the provision for Managerial Remuneration for FY 2014 - 15 amounting to Rs. 587 lakhs and FY 2015 - 16 provided till September, 2015 amounting to Rs. 316 lakhs has been reversed in the quarter ended 31st December, 2015 and credited to Employees benefits expenses.
10. The company has converted unsecured loan of Rs 4,869 lakhs and interest of Rs 1,992 lakhs on November 7,2015 in to Zero Coupon, Rupee denominated, Unrated, unlisted, secured, Non Convertible Debentures of Rs 1,00,000 /- each
11. The company has not performed CSR activities as mentioned in Section 135 read with companies ( Corporate Social responsibility )Rules 2014(CSR rules) and Notification and circulars issued by the ministry during the financial year as the company is not within the criteria of'' Qualifying company''.
12. During the current year the company has redeemed preference shares from one of the subsidiary " GMP Technical Solutions Pvt Ltd" amounting to Rs. 150 lakhs.
13. The Company had issued equity shares of face value of Rs. 10 each at a price of Rs. 15 per share (including premium of Rs. 5 pershare) amounting to '' 10,000 lakhs to the existing shareholders of the Company on rights basis in the ratio of 14 equity shares for every 19 shares held by equity shareholders under Chapter IV of the SEBI ICDR Regulations and provisions of all other applicable laws and regulations. As at31 March, 2016, an amount of'' 1021 lakhs (31 March, 2015'' Nil) is pending utilization in future periods . Accordingly, the unutilized amount has been invested in fixed deposits with banks.
14. During the financial year the company has sold stake in one of its associate Ascent Hotels Private Limited for a consideration of Rs. 30,42,01,680/- (6669492 equity shares of Rs.10/- each fully paid and share application money Rs. 37,500,000).
15. During the financial year the Company has invested an amount of Rs. 30,42,01,680/- (Face Value of Rs 10 each) in Optionally Convertible Redeemable Debentures of Ascent Hotels Private Limited.
16. Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification/disclosure
Mar 31, 2015
I) In respect of claim against the Company amounting to
Rs.360,00,00,000/- (Previous year Rs 360,00,00,000/-) by a party who
was originally claiming interest in a property, no provision has been
considered necessary by the Management in view of the legal opinion
that the said claim is not tenable on various grounds.
ii) Two creditors of the Company has filed a civil suit claiming of Rs
88,28,380/- (Previous year Rs. 88,28,380/-) and 12,38,244/-(Previous
year- nil) respectively, as amount due to them, which claims the
Company is disputing.
iii) Short Levy of Stamp Duty due to misclassification of conveyance
deed as development agreement amounting to Rs 8,67,370/- (Previous year
Rs. 8,67,370/-) with Joint District Registrar & Collector of Stamps ,
Pune.
iv) One of the creditors of the Company has filed a winding up petition
for nonpayment of Rs. Nil (Previous year Rs. 350,134/-) (including
interest) in respect of material supplied by the said party, which
claim the Company is disputing. In the current year winding up petition
was disposed off.
a) In respect of a development project, as per the terms of land
purchase agreement with a land vendor, an additional amount equivalent
to 40% of sale proceeds will required to be paid in the event the FSI
availed is in excess of 580000 Sq ft. Since such event has not occurred
till the date of balance sheet, no provision is required for this
additional cost.
b) The levy of Maharashtra Value Added Tax (MVAT) in respect of Real
Estate Development sales has been subject to considerable legislative
amendments, litigation and administrative action. During the pendency
of special leave petition before the Hon'ble Supreme Court against the
earlier Hon'ble Mumbai High Court decision, a decision has been
pronounced by the Hon'ble Mumbai High Court and the matter has not
reached finality. The Industry, accounting and legal fraternity is
examining the implications of the decisions and the way the liability
will be worked out under various options provided. In view of such
uncertainties, the management has been advised that in the present
scenario it is difficult to correctly determine MVAT liability payable
in respect of real estate development sales executed during the period
20th June, 2006 to 31st March, 2010. The Company is currently in
process of ascertaining the exact applicability of these
pronouncements, contractual ability to collect MVAT from past customers
and the mechanism of collection of MVAT in respect of real estate
development sales executed during the period 20th June, 2006 to 31st
March, 2010.
1. Disclosure of particulars of significant leases as required by
Accounting Standard 19 The Companies significant leasing arrangements
are in respect of operating leases for commercial and residential
premises.
2. Disclosure of related party transactions as required by Accounting
Standard 18
I Names of related parties
1. Subsidiaries
- Marvel Housing Private Limited
- Grey Stone Premises Private Limited
- Vascon Dwellings Private Limited
- IT CITI Info Park Private Limited
- Caspia Hotels Private Limited (Upto May 28,2014)
- Windflower Properties Private Limited
- GMP Technical Solution Private Limited
- Floriana Properties Private Limited
- Vascon Pricol Infrastructure Limited
- Vascon Renaissance EPC Limited Liability Partnership
- Almet Corporation Limited
- Marathawada Realtors Private Limited
- Just Homes (India) Private Limited
- GMP Technical Solutions Middle East (FZE)
2. Joint Ventures
- Weikfield IT CITI Infopark ( Upto October 1,2014)
- Phoenix Ventures
- Zenith Ventures
- Zircon Ventures
- Just Homes (AOP)
- Cosmos Premises Private Limited
- Marigold Premises Private Limited (Up to March 31,2014)
- Ajanta Enterprises
- Vascon Qatar WLL
3. Associates
- Angelica Properties Private Limited
- Mumbai Estate Private Limited
4. Key Management Personnel
- Mr. R. Vasudevan
- Dr Santosh Sundararajan
- Mr. D.Santhanam (Wef 01/04/2014)
- Mr.M.Krishnamurthi (Wef 01/04/2014)
5. Relatives of Key Management Personnel
- Mrs. Lalitha Vasudevan
- Ms. Soumya Vasudevan
- Mrs. Thangam Moorthy
- Mrs. Lalitha Sundararajan
- Mr. Siddarth Vasudevan
- Ms Shilpa Shivram
- Ms. Sailaxmi Santhanam Mudaliar
- Mrs Mathangi Krishnamuthy
3. Establishments where in which individuals in serial number (4), (5)
and (6) exercise significant Influence
- Flora Facilities Private Limited (Formerly known as Flora Premises
Private Limited)
- Vastech Consultants Private Limited - Vastech consultants and
engineers LLP
- Vatsalya Enterprises Private Limited
- Bellflower Premises Private Limited
- Cherry Construction Private Limited
- Stresstech Engineers Pvt Ltd.
- Sunflower Health Services Private Limited
- Syringa Engineers Private Limited ( Formerly known as Syringa
Properties Private Limited)
- Vascon Infrastructure Limited
- Venus Ventures
4. The company enters into "domestic transactions" with specified
parties that are subject to the Transfer Pricing regulations under the
Income Tax Act, 1961 ('regulation'). The pricing of such domestic
transactions will need to comply with Arm's length principle under the
regulations. These regulations, inter alia, also required the
maintenance of prescribed documents and information including
furnishing a report from an accountant which is to be filed with the
Income tax authorities.
The Company has undertaken necessary steps to comply with the
regulations. The management is of the opinion that the domestic
transactions are at arm's length, and hence the aforesaid legislation
will not have any impact on the financial statements, particularly on
the amount of tax expense and that
5. Segment information has been presented in the Consolidated Financial
Statements as permitted by Accounting Standard (AS) -17 on Segment
Reporting as notified under the Companies (Accounting Standard) Rules,
2006.
6. Effective 1st April, 2014, the Company has revised the useful life
of fixed assets based on schedule II of the Companies Act, 2013 ("the
Act") except Plant & Machinery for the purpose of provision of
depreciation. Useful life of Plant & Machinery has been revised to 15
years based on the Chartered Engineer's evaluation. Accordingly, the
carrying amount of the fixed assets as on 1st April, 2014 has been
depreciated over the remaining revised useful life. Consequently, the
depreciation charge for the year ended 31st March, 2015 is higher by
Rs.210.73 lakhs and loss is higher to that effect.
Further, an amount of Rs.32.87 lakhs representing the carrying amount
for assets with useful life as nil has been adjusted against the
opening balance for retained earnings i.e balance in the statement of
profit & loss as per permuted under note 7 (B) to part C of schedule II
of Companies Act, 2013.
7. The Company has incurred losses of approximately Rs. 14,469 lakhs
during the year ended March 31, 2015 and has continued incurring losses
since March, 2013. Further, the Company has incurred cash losses during
the year and previous year and there are delays in payment of statutory
dues. Also considering deficit in the Statement of Profit and Loss as
at the yearend, 15% of the debenture amounts repayable during the year
ending March 31, 2016 has not been maintained in one or more methods as
prescribed under the Companies (Share Capital and Debenture) Rules,
2014.
However, the financial statements have been prepared on a going concern
basis in view of the financial support from some of its shareholders
and the future business / growth plans of the Company. The Company has
plans to augment its resources by going for rights issue of about Rs.
10,000 lakhs and has got the requisite approval from SEBI and to sale
certain noncore assets. The main object of the issue is to reduce debt
and complete certain projects. These efforts would result in improving
cash flow, strengthen the operations of the Company and reduce the
interest burden.
8. The Company has accrued managerial remuneration to managing director
amounting to Rs. 620.53 lakhs for the year ended March 31, 2015 in
terms of shareholders resolution, which is in excess of limits
prescribed in Schedule V of the Companies Act, 2013. The Company has
made necessary application to the Central Government for its approval,
which is pending.
9. The Company has given loans amounting to Rs. 674.28 lakhs to wholly
owned subsidiary company. This subsidiary has accumulated losses and
its net worth has been fully eroded and incurred a net loss during the
current year and previous year. The repayment of this advances from
subsidiary is dependent upon receipt of advance paid to third party for
which claim is made by the subsidiary. In the opinion of the management
they said advance is fully recoverable, and hence no provision is made
as on March 31, 2015.
11. During the year, the Company has converted loan given to one of the
subsidiary GMP Technical Solutions Private Limited into Preference
Share. The subsidiary is in the process of allotment of preference
shares and is pending allotment as on March 31, 2015.
12. During the year, the Company has reduced its stake in one of the
associate Company in the scheme of capital reduction. The Company has
debited the loss of Rs 223.25 lakhs to the Statement of Profit and Loss
as an exceptional item.
13.During the current year, the Company had terminated one of the joint
ventures, accordingly all the assets and liabilities of the joint
venture are merged with the Company.
14. The previous year's figures were audited by a firm of chartered
Accountants other than Deloitte Haskins & Sells LLP on which the
existing auditors have relied upon. Previous year's figures have been
regrouped/ reclassified wherever necessary to correspond with the
current year's classification/disclosure.
Mar 31, 2014
The Company has only one class of shares referred to as equity shares
having a par value of Rs. 10/- per Share. Each holder of the equity
share, as reflected in the records of the Company as of the date of the
shareholder meeting, is entitled to one vote per share.
The dividend proposed by the Board of Directors is subject to the
approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the company,
after discharge of liabilities and distribution of all preferential
amounts. However, no such preferential amounts exist currently. The
distribution will be in proportion to the number of equity shares held
by the shareholders.
The Company vide postal ballat dated 4-3-2014 passed resolution for
increase in the authorised capital from Rs.100 crores to Rs.150 crores
and has filed form 23 with ROC. The corresponding fees payable on
increase in authorised capital is pending as on date.
2 Share application money pending allotment
Company has granted stock options to certain employees pursuant to ESOP
2007 scheme. During the year employees have exercised option to
purchase 2,400 (2,400) equity shares of Rs. 10/- each. Allotment of
shares will be done in the meeting of Board of Directors of the Company
and pursuant to the amendment in ESOP scheme the lock in period of
three years from the date of allotment of shares is no more applicable.
Stock options granted to the employees under the stock options scheme
are accounted as per the accounting treatment prescribed by ICAI.
Accordingly, the excess of fair value over the exercise price of the
options is recognised as deferred employee compensation and is charged
to the profit and loss account on straight line basis over the vesting
period of the options. The amortised portion of the cost is shown under
reserves and surplus. Amortised cost proportionate to options exercised
will be transferred to share premium account on allotment of shares.
On 18th February 2014,The company had issued 7,300, 18.25% secured non
convertable and Non-Transferable debentures of face Value Rs 1,00,000/-
each at par against the same we have received subscription through
private placement to the extent of 65,00,00,000/-.
Interest Payable is on 15th of each month,the debentures are redeemable
from 15th September 2014 to 15th February 2017,This debenture are not
listed on stock exchange. The company has not yet created debenture
redemption reserve.
Employee benefit plans Gratuity:
In accordance with the Payment of Gratuity Act, 1972, the Company
provides for gratuity, a defined benefit retirement plan (Gratuity
Plan) covering certain categories of employees. The Gratuity Plan
provides a lump sum payment to vested employees, at retirement or
termination of employment, an amount based on the respective employee''s
last drawn salary and the years of employment with the Company. The
Company provides the gratuity benefit through annual contributions to a
fund managed by the Life Insurance Corporation of India (LIC)
(''Insurer''). Under this plan, the settlement obligation remains with
the Company, although the Insurer administers the plan and determines
the contribution premium required to be paid by the Company.
As per the Agreements, the vendor is entitled to an agreed percentage
of sale proceeds of the project as a consideration. No amount is
payable if there is no sale. Hence there is no loss to the Company.
Since the cost of acquisition of development rights is not
ascertainable, the same is not accounted.
In respect of a development project, as per the terms of land purchase
agreement with a land vendor, an additional amount equivalent to 40% of
sale proceeds will required to be paid in the event the FSI availed is
in excess of 580000 Sq ft. Since such event has not occurred till the
date of balance sheet, no provision is required for this additional
cost.
a) Reversals of employee stock option compensation
During the year under review, the unexercised outstanding Employee
Stock Options aggregating to 2250 (1,64,750) Equity Shares relating to
those employees who are no longer associated with the Company have been
forfeited and accordingly, the provision for compensation amounting to
Rs. 84,173/ (Rs. 61,63,298/-) in respect of the same has been written
back as exceptional item.
3 Employee stock option plans (ESOP)
The Company has provided share based payment schemes to its employee.
During the period ended March 31,2014, the ''ESOS - 2007'' scheme was
lapsed on March 31,2014 and consequently no further shares will be
issued to employee under this scheme:
(Amount in Rupees)
March 31, 2014 March 31, 2013
4 Contingent liabilities
a) Disputed demands for Income Tax 64,460,304 132,574,282
b) Disputed demands for Service Tax 16,339,031 38,971,190
c) Disputed demands for Value
Added Tax 3,057,591 3,057,591
d) Performance and financial
guarantees given by the 1.466.835.949 1.476.669.527
Banks on behalf of the Company
e) Corporate gurantees given for
other companies / 2,061,200,000 2,061,200,000
entities and mobilisation
f) Claims against the Company not
acknowledged as debts 3,609,695,750 3,600,000,000
- In respect of claim against the Company amounting to
Rs.360,00,00,000/-(Rs 360,00,00,000/-) by a party who was originally
claiming interest in a property, no provision has been considered
necessary by the Management in view of the legal opinion that the said
claim is not tenable on various grounds.
- One of our creditor has filed a civil suit claiming of Rs 88,28,380/-
as amount due to him, which claim the company is disputing. - Short
Levy of Stamp Duty due to misclassification of conveyance deed as
development agreement amounting to Rs 8,67,370/- with Joint District
Registrar & Collector of Stamps , Pune
5 Disclosure of particulars of significant leases as required by
Accounting Standard 19
The Companys significant leasing arrangements are in respect of
operating leases for commercial and residential premises The Company
leases / sub-leases office spaces under cancellable operating lease
agreements that are renewable on a periodic basis at the option of both
the lessor and lessee.
a) Lease income from operating leases is recognised on a straight-line
basis over the period of lease.
b) Lease expenses from operating leases is recognised on a
straight-line basis over the period of lease.
The particulars of significant leases under operating leases are as
under
The Company is obligated under non-cancellable leases / sub-leases for
office space that arerenewable on a periodic basis at the option of
both the lessor and lessee.
Future minimum lease expenses under non-cancellable operating leases
40 Disclosure of related party transactions as required by Accounting
Standard 18
I Names of related parties
1. Subsidiaries
- Marvel Housing Private Limited
- Grey Stone Premises Private Limited
- Vascon Dwellings Private Limited
- IT CITi Info Park Private Limited
- Caspia Hotels Private Limited
- Windflower Properties Private Limited
- GMP Technical Solution Private Limited
- Floriana Properties Private Limited
- Vascon Pricol Infrastructure Limited
- Vascon Renaissance EPC Limited Liability Partnership
- Almet Corporation Limited
- Marathawada Realtors Private Limited
- Just Homes (India) Private Limited
- GMP Technical Solutions Middle East (FZE)
2. Joint Ventures
- WeikfieldIT CITI Infopark
- Phoenix Ventures
- Zenith Ventures
- Zircon Ventures
- Marigold Premises Private Limited (Upto 30th September 2013)
- Just Homes (AOP)
- Cosmos Premises Private Limited
- Ajanta Enterprises
3. Associates
- Angelica Properties Private Limited
- Mumbai Estate Private Limited
4. Key Management Personnel
- Mr. R. Vasudevan
- Dr Santosh Sunderrajan
5. Relatives of Key Management Personnel
- Mrs. Lalitha Vasudevan
- Mrs. Thangam Moorthy
- Mrs. Lalitha Sundarrajan
- Mr. Siddarth Vasudevan
- Ms. Soumya Vasudevan
6. Individuals having significant influence over the Company
7. Establishments where which individuals in serial number (4), (5)
and (6) exercise significant Influence
- Flora Facilities Private Limited (Formerly known as Flora Premises
Private Limited)
- Vastech Consultants Private Limited
- Vatsalya Enterprises Private Limited
- Bellflower Premises Private Limited
- Cherry Construction Private Limited
- Stresstech Engineers Pvt Ltd.
- Sunflower Health Services Private Limited
- Syringa Engineers Private Limited
(Formerly known as Syringa Properties Private Limited)
- Vascon Infrastructure Limited
8. Venturer in respect of which Company is associate or joint venture
- There are no parties under this category.
9 Based on the guiding principles enunciated in paragraph 4 of
Accounting Standard - 17 (AS - 17), ''Segment Reporting'', if a single
financial report contains both consolidated financial statements and
the separate financial statements of the parent, disclosure required by
AS 17 is given in consolidated financial statements.
10 Particulars of the Joint Ventures undertaken by the Company as
required in AS 27 "Financial Reporting of Interest in Joint Venture",
in respect of which disclosures have been made are given in the annexed
statement.
11 Other additional information required by schedule VI of the
Companies Act, 1956 are not applicable to the company for the year.
12 Corresponding figures for previous periods presented have been
regrouped, where necessary, to conform to the current year
classification.
Mar 31, 2013
1. Contingent liabilities
a) Disputed demands for Income Tax 132,574,282 64,460,304
b) Disputed demands for Service Tax 38,971,190 24,153,822
c) Disputed demands for Value Added Tax 3,057,591 2,780,140
d) Performance and fnancial guarantees
given by the Banks on behalf of
the Company 1,476,669,527 1,648,316,752
2. Disclosure of related party transactions as required by Accounting
Standard 18 Names of related parties
1. Subsidiaries
- Marvel Housing Private Limited
- Grey Stone Premises Private Limited
- Vascon Dwellings Private Limited
- IT Citi Info Park Private Limited
- Caspia Hotels Private Limited
- Windfower Properties Private Limited
- GMP Technical Solutions Private Limited
- Floriana Properties Private Limited
- Vascon Pricol Infrastructures Limited
- Vascon Renaissance EPC Limited Liability Partnership
- Almet Corpotation Limited
- Marathawada Realtors Private Limited
2. Joint Ventures
- Weikfeld IT Citi Infopark
- Phoenix Ventures
- Zenith Ventures
- Zircon Ventures
- Marigold Premises Private Limited
- Just Homes (India) Private Limited
- Cosmos Premises Private Limited
- Ajanta Enterprises
3. Associates
- Angelica Properties Private Limited
- Mumbai Estate Private Limited
4. Key Management Personnel
- Mr. R. Vasudevan
- Dr Santosh Sunderrajan
5. Relatives of Key Management Personnel
- Mrs. Lalitha Vasudevan
- Mrs. Thangam Moorthy
- Mrs. Lalitha Sundarrajan
- Mr. Siddarth Vasudevan
- Ms. Soumya Vasudevan
6. Individuals having signifcant infuence over the Company
7. Establishments where which individuals in serial number (4), (5) and
(6) exercise signifcant Infuence
- Flora Facililites Private Limited (Formally known as Flora Premises
Private Limited)
- Vastech Consultants Private Limited
- Vatsalya Enterprises Private Limited
- Bellfower Premises Private Limited
- Cherry Construction Private Limited
- Sunfower Health Services Private Limited (Formally known as Sunfower
Premises Private Limited)
- Syringa Engineers Private Limited ( Formally known as Syringa
Properties Private Limited)
- Vascon Infrastructure Limited
3. Sales includes an amount of Rs. 20,14,52,104/- (Rs. Nil/-) being
material supplied at a site during the earlier period. Since due to the
temporary suspension no work was performed during that period, the same
was carried as stock at site and no revenue in that respect was
recognized in accordance with applicable Accounting Standard in spite
of advance payment been received against the same in terms of the
Contract. However, during the quarter under review, the materials for
which payments have been made by the customer have been recognized as
revenue since the stock ceased to be in control of the Company.
4. Based on the guiding principles enunciated in paragraph 4 of
Accounting Standard - 17 (AS - 17), ÂSegment Reporting'', if a single
fnancial report contains both consolidated fnancial statements and the
separate fnancial statements of the parent, disclosure required by AS
17 is given in consolidated fnancial statements.
5. Particulars of the Joint Ventures undertaken by the Company as
required in AS 27 "Financial Reporting of Interest in Joint Venture",
in respect of which disclosures have been made are given in the annexed
statement.
6. Other additional information required by schedule VI of the
Companies Act, 1956 are not applicable to the company for the year.
7. Corresponding fgures for previous periods presented have been
regrouped, where necessary, to conform to the current year
classifcation.
8. The Company Overview
Vascon Engineers Limited (Company) was incorporated on January 1, 1986.
The Company is engaged in the business of Engineering, Procurement and
Construction services (EPC) and Real Estate Development directly or
indirectly through its Subsidiaries, Joint Ventures and Associates. The
shares of the Company are listed on National Stock Exchange and Bombay
Stock Exchange.
Mar 31, 2012
1. The Company Overview
Vascon Engineers Limited (Company) was incorporated on 1st January,
1986. The Company is engaged in the business of Engineering,
Procurement and Construction services (EPC) and Real Estate Development
directly or indirectly through its Subsidiaries, Joint Ventures and
Associates. The shares of the Company are listed on National Stock
Exchange and Bombay Stock Exchange.
Amount in Rupees
Particulars March 31, 2012 March 31, 2011
2 Contingent liabilities
a) Disputed demands for
Income Tax 132,574.282 61,595,900
b) Disputed demands for
Service Tax 24,153,822 18,677,086
c) Disputed demands for
Value Added Tax 2,780,140 -
d) Performance and financial
guarantees given by the
Banks on behalf of
the Company 1,648,316,752 2,442,487,374
e) Corporate guarantees
given for other companies
/entities 1,946,300,000 891,300,000
f) Claims against the Company
not acknowledged as debts 3,600,000,000 6,087,783,351
i) The assignee of a development rights relating to a property had
filed an arbitration proceedings making a claim of Rs. 248,77,83,351/-
plus interest . During the year under review, the parties were
negotiating Consent Terms which have been finally executed after the
balance sheet date. The settlement accepts the finality of all the
actions taken and no amount is payable by the Company to the claimants.
The said consent terms are in the process of being filed with the
Arbitral Tribunal for its order. Since the parties to the dispute have
agreed to the settlement, the Company has been legally advised that,
pending final order of the Arbitral Tribunal, no claim or contingency
exists as of now.
ii) In respect of claim against the Company amounting to
Rs.360,00,00,000/- (Rs 360,00,00,000/-) by a party who was originally
claiming interest in a property, no provision has been considered
necessary by the Management in view of the legal opinion that the said
claim is not tenable on various grounds.
3 Disclosure of particulars of significant leases as required by
Accounting Standard 19
The Company's significant leasing arrangements are in respect of
operating leases for commercial and residential premises.
The Company leases / sub-leases office spaces under non-cancellable
operating lease agreements that are renewable on a periodic basis at
the option of both the lessor and lessee.
a) Lease income from operating leases is recognised on a straight-line
basis over the period of lease.
4 Disclosure of related party transactions as required by Accounting
Standard 18
Names of related parties
1. Subsidiaries
- Marvel Housing Private Limited
- Grey Stone Premises Private Limited
- Vascon Dwellings Private Limited
- IT CITI Info Park Private Limited
- Caspia Hotels Private Limited
- Windflower Properties Private Limited
- GMP Technical Solution Private Limited
- Floriana Properties Private Limited
- Vascon Pricol Infrastructure Limited
- Vascon Renaissance EPC Limited Liability Partnership
- Almet Corporation Limited
- Marathwada Realtors Private Limited
2. Joint Ventures
- Weikfield IT CITI Infopark
- Phoenix Ventures
- Zenith Ventures
- Zircon Ventures
- Marigold Premises Private Limited
6. Individuals having significant influence over the Company
7. Establishments where individuals in serial number (4), (5) and (6)
exercise significant Influence
- Flora Facilities Private Limited (Formerly known as Flora Premises
Private Limited)
- Vastech Consultants Private Limited
- Vatsalya Enterprises Private Limited
- Bellflower Premises Private Limited
- Cherry Construction Private Limited
- Sunflower Premises Private Limited
- Syringa Engineers Private Limited (Formerly known as Syringa
Properties Private Limited)
- Vascon Infrastructure Limited
5 Based on the guiding principles enunciated in paragraph 4 of
Accounting Standard - 17 (AS - 17), 'Segment Reporting', if a single
financial report contains both consolidated financial statements and
the separate financial statements of the parent, disclosure required by
AS 17 is given in consolidated financial statements.
6 During the course of audit of a project, the technical audit team of
the Company detected certain irregularities at one of the sites where
Company's work is going on since the year 2007. While preparing
escalation bills, certain cost overruns relating to technical matters
under investigation were checked and it was found that the same portion
could not be charged. With some further investigations, the Company
noticed that there was a significant deviation with actual cost being
higher than the budgeted cost. It was detected that there was a
criminal breach of trust by some staff members at different levels
including a vice president of the Company, together acting in concert
against the interest of the Company over a period of 5 years. The
amount involved is estimated at about Rs. 34,82,00,000 (Rs.Nil/-) on
account of deviation aforesaid. The matter is under investigation. As
the impact of the same has already been considered in the accounts in
the relevant years, the management is of the opinion that no further
provision in this regard is necessary.
7 Particulars of the Joint Ventures undertaken by the Company as
required in AS 27 "Financial Reporting of Interest in Joint Venture",
in respect of which disclosures have been made are given in the annexed
statement.
8 Other additional information required by schedule VI of the
Companies Act, 1956 are not applicable to the Company for the year.
9 Corresponding figures for previous periods presented have been
regrouped, where necessary, to conform to the current year
classification.
Mar 31, 2010
(Figures in bracket pertains to previous year)
1) Background
Vascon Engineers Limited (Company) was incorporated on 1st January,
1986. The Company is engaged in the business of Engineering,
Procurement and Construction services (EPC) and Real Estate Development
directly or indirectly through its Subsidiaries, Joint Ventures and
Associates.
2 Employee Stock Option Scheme
Stock options granted to the employees
under the stock options scheme are accounted as per the accounting
treatment prescribed by ICAI. Accordingly, the excess of fair value
over the exercise price of the options is recognised as deferred
employee compensation and is charged to the profit and loss account on
straight line basis over the vesting period of the options. The
amortised portion of the cost is shown under reserves and surplus.
2.1 Provisions
A provision is recognised when an enterprise has a present obligation
as a result of past event; it is probable that an outflow of resources
will be required to settle the obligation, in respect of which a
reliable estimate can be made. Provisions except the provision required
under AS - 15 "Employee Benefits", are not discounted to its present
value and are determined based on best estimate required to settle the
obligation at the balance sheet date. These are reviewed at each
balance sheet date and adjusted to reflect the current best estimates.
3. OTHER NOTES
3.1 Managerial Remuneration
(c) Employees compensation expenses relating to issue of shares under
Employee Stock option scheme is not required to be included in
managerial remuneration for the purpose of Section 349 of the Companies
Act, 1956.
3.2 Contingent Liabilities:
The Company has not considered necessary to make provision in respect
of:
(a) Income tax demand of Rs. 67,70,000/- (Rs. Nil) and Service Tax
demand of Rs. 1,81,33,336/- (Rs. 99,61,823/-) not accepted by the
Company as the same have been disputed by the Company in Appeal before
higher authorities.
(b) Securities/guarantees provided to the bankers:
Particulars Year Ended March 31,
2010 2009
(i) for other companies Rs. Rs. 5,00,00,000
(ii) for performance Rs. 1,11,05,18,289 Rs. 32,16,71,193
(c) Corporate Guarantee
given for other Companies Rs. 30,00,00,000 Rs. 20,00,00,000
(d) Claims against the
Company not
acknowledgeed Rs. 2,48,77,83,351 Rs.1,95,47,10,453
as debts
(Refer Note 3.10 below)
(e) Uncalled liabliity on Rs. 9,00,000 Rs. 9,00,000
shares partly paid
No dues were outstanding for more than 30 days from the date they were
payable to the above parties.
3.4 Provision for Contingency
The Company had entered into a development agreement with a party in
March 2007 pursuant to which a property which the Company had
undertaken to develop with a vendor was assigned to the party for being
developed on certain terms and conditions contained in the said
development agreement. In the Companys account for the year ended 31st
March 2007 since the property undertaken by the Company was accounted
as purchases and the subsequent transaction entered into with the party
was recognized as sales; a profit of Rs.20,00,00,000/- on this
transaction was taken as surplus in the profit and loss account. During
earlier year a member of a predecessor in title of the company
trespassed and illegally entered into possession of the subject
property. Consequently the party has sought to annul the entire
arrangement. Arbitration proceedings were instituted during the earlier
year. The proceedings are pending. The companys stand is that the
members action is illegal since it has the effect of making the entire
transaction a nullity.
However, without prejudice to the Companys rights and privilege
arising under the agreements, by way of prudence, profit on the
transaction recognized in the accounts for the year ended 31 st March
2007 is recognized as provision for contingency and included in the
provisions in the accounts for the year ended 31 st March 2009.
Further no provision is considered necessary in respect of claim of Rs.
248,77,83,351 /- plus interest (Previous Year Rs. 195,47,10,453/-) on
the company, as in the managements opinion the said claim in not
tenable. In any event, as per advice received by the Company the
liability if any, would be on the member precedent in title, and not on
the Company in view of the members illegal action.
Sundry Debtors includes an amount of Rs. 56,50,00,000/- (Rs.
56,50,00,000/-) receivable from the party for which provision has not
been considered necessary in view of the corresponding matching
liability payable to the vendor and the contingency provision.
3.5 Capital
a) During the year, Company has completed its Initial Public Offer
(IPO) and consequently, the Company has allotted 1,08,00,000 equity
shares of Rs. 10/- each at a price of Rs. 165/- per share on February
8, 2010. Equity shares of the Company were listed for trading on
National Stock Exchange and Bombay Stock Exchange on February 15,2010.
b) The Company had issued 33,00,677 Unsecured Debentures of Rs. 152/-
each on July 21,2008 for a period of 5 years from the date of
allotment. Debenture holders has an option to convert the debentures in
to equity shares of the Company in the ratio of one equity share for
one debenture held which can be exercised after a period of 18 months
from the date of allotment. Coupon rate of debentures was 15% p.a.
payable half yearly on 30th June and 31 st December every year.
The debenture holders have exercised the option to convert the
Unsecured Convertible Debentures to Equity Shares and accordingly the
same are converted to Equity Shares in the ratio of 1:1 on 27.08.2009.
3.6 In respect of a development project, as per the terms of land
purchase agreement with a land vendor, an additional amount equivalent
to 40% of sale proceeds will required to be paid in the event the FSI
availed is in excess of 580000 Sq ft. Since such event has not occurred
till the date of balance sheet, no provision is required for this
additional cost.
3.7 Related Party disclosures have been set out in a separate
statement annexed to this schedule. The related parties as defined by
AS 18 Related Party Disclosure issued by The ICAI, in respect of
which the disclosures have been made, have been identified on the basis
of disclosures made by the key managerial persons taken on record by
the Board.
3.8 Particulars of the Contract Revenue as required in AS 7
"Accounting for Construction Contracts" issued by the ICAI, in respect
of which disclosures have been made are given in the Annexed Statement.
3.9 Particulars of the Joint Ventures undertaken by the Company as
required in AS 27 "Financial Reporting of Interest in Joint Venture",
in respect of which disclosures have been made are given in the Annexed
Statement.
3.10 The Loans & Advances include an amount of Rs. 475752284/- (Rs.4328
-81579/-) paid as advances/deposits to the vendors while acquiring
development rights for various projects. As per the Agreements, the vendor
is entitled to an agreed percentage of sale proceeds of the project as a
consideration. No amount is Payable if there is no sale. Hence there is
no loss to the Company. Since the cost of acquisition of development
rights is not ascertainable, the same is not accounted.
3.11 The companys significant leasing arrangements are in respect of
operating leases for Commercial premises. The particulars of such
leases are given in the Annexed Statement.
3.12 The particulars of investments made/sold during the year are given
in the Annexed Statement.
3.13 The particulars of employee benefits as required under AS 15
"Accounting for Employee Benefits" issued by the ICAI are given in the
Annexed Statement.
3.14 a) Estimated amount of contracts remaining to be executed on
capital account and not provided for, net of advances, Rs. 34633169/-
(Rs. 5354000/-)
3.15 The Company has 9 subsidiaries. During the year Vascon Pricol
Infrastructure Limited, subsidiary of the Company has acquired 100%
stake in Caspia Hotels Private Limited formerly known as Compress
Infocom Private Limited and by which the same has become subsidiary of
the Company. The Company has sold its stake in Rose Premises Private
Limited, one of the wholly owned subsidiary and accordingly the said
subsidiary has become a joint venture instead of a subsidiary.
The Ministry of Affairs vide its letter No. 47/161/2010-CL-lll dt. 15th
March 2010 granted approval to the Company for not attaching copies of
the Balance Sheet and Profit & Loss Account, Directors Report and
Auditors Report of the subsidiary companies for the financial year
2009 - 2010. As per condition no. (i) of the above said letter
Consolidated Financial Statements duly audited by the Statutory
Auditors is enclosed with the statement of summarised financial of all
the subsidiaries.
3.16 Other additional information required by schedule VI part II of
the Companies Act, 1956 are not applicable to the com pany for the
year.
3.17 Balance Sheet abstract and Companys General Business Profile, in
form prescribed in part III of Scheduled VI of the Companies Act 1956,
as amended by notification GSR No. 388(E) (F.No. 3/24/94-CLB) Dated
15/05/95 is attached herewith as Annexure.
3.18 Correspoding figures of the previous year have been regourped,
renamed rearranged wherever necessary.
Mar 31, 2009
1 Contingent Liabilities:
(a) It has not been considered necessary to make a provision in respect
of Service Tax demand not accepted by the Company for Rs.99,61,823/-.
(Rs. Nil/-) as the same has been disputed by the Company in Appeal.
(b) Securities/guarantees provided to the bankers:
(i) forothercompanies Rs. Nil Rs. Nil
(ii)for performance Rs. 371,671,193 Rs. 388,786,495
(c) Corporate Guarantee
given for other companies Rs. 250,000,000 Rs. Nil
(d) Claims againstthe
Company Rs 1,954,710,453 Rs. Nil
not acknowledged as debts
(Refer Note 12 below)
(e) Uncalled liability on
shares partly paid Rs - Rs. 110,556,680
2 Prior Period Adjustments
The profit for the year includes net (income)/expense of Rs.
22,08,288/- Previous year (Rs 79,40,324/-)) in respect of prior years.
3 Installments in respect of Term Loan due in next 12 months Rs.
4,89,99,264/- (Rs.3,39,66,229/-).
4 The quantitative information in respect of trading activity of the
company is given in annexed statement.
5 Disclosure of Sundry Creditors under Current Liabilities is based on
the information available with the Company regarding the statusofthe
suppliers as defined under the "Micro, Small and Medium Enterprises
DevelopmentAct,2006". Amount overdue as on 31st March, 2009, to Micro,
Small and Medium Enterprises on account of principal amount together
with interest, aggregate to Rs. Nil (Rs. Nil).
6 Provision for Contingency:
The Company had entered into a development agreement with a party in
March 2007 pursuant to which a property which the Company had
undertaken to develop with a vendor was assigned to the party for being
developed on certain terms and conditions contained in the said
development agreement. In the Companys account for the year ended 31
st March 2007 since the property undertaken by the Company was
accounted as purchases and the subsequent transaction entered into with
the party was recognized as sales; a profit of Rs.20 cr on this
transaction was taken as surplus in the profit and loss account. During
the year a member of a predecessor in title of the company trespassed
and illegally entered into possession of the subject property.
Consequently the party has sought to annul the entire arrangement.
Arbitration proceedings were instituted during the year. The
proceedings are pending. The companys stand is that the members
action is illegal since it has the effect of making the entire
transaction a nullity.
However, without prejudice to the Companys rights and privilege
arising under the agreements, by way of prudence, profit on the
transaction recognized in the accounts for the year ended 31st March
2007 is recognized as provision for contingency and included in the
provisions in the current years account. Further no provision is
considered necessary in respect of claim of Rs. 195.47 cr on the
company, as in the managements opinion the said claim in not tenable.
In any event, as per advice received by the Company the liability if
any, would be on the member precedent in title, and not on the Company
in view of the members illegal action.
Sundry Debtors includes an amount of Rs. 56.50 cr receivable from the
party for which provision has not been considered necessary in view of
the corresponding matching liability payable to the vendor and the
contingency provision.
7 The Company has issued 33,00,677 Unsecured Debentures of Rs. 152/-
each for a period of 5 years from the date of allotment. Option to
convert the debentures in to equity shares of the Company in the ratio
of one equity share for one debenture held can be exercised after a
period of 18 months from the date of allotment.Coupon rate of
debentures is 15% p.a. payable half yearly on 30th
Juneand31stDecembereveryyear.
8 As per the terms of an agreement with a land vendor, an additional
amount equivalent to 40% of sale proceeds will required to be paid in
the event the FSI availed is in excess of 580000 Sq ft. Since such
event has not occurred till the date of balance sheet,no provision is
required for this additional cost.
9 Related Party disclosures have been set out in a separate statement
annexed to this schedule. The related parties as defined by Accounting
Standard 18 Related Party Disclosure issued by The Institute of
Chartered Accountants of India, in respect of which the disclosures
have been made, have been identified on the basis of disclosures made
by the key managerial persons taken on record by the Board.
10 Particulars of the Contract Revenue as required in Accounting
Standard 7 "Accounting for Construction Contracts" issued by the
Institute of Chartered Accountants of India, in respect of which
disclosures have been made are given in the Annexed Statement.
11 Particulars of the Joint Ventures undertaken by the Company as
required in Accounting Standard 27 "Financial Reporting of Interest in
Joint Venture", in respect of which disclosures have been made are
given in the Annexed Statement.
12 The Loans & Advances includes an amount of Rs. 43,28,81,579/-
(Rs.55,22,33,051/-) paid as advances/deposits to the vendors by the
Company for acquiring land for its various projects under Single Joint
Venture agreements. As per such Agreements the company has to work out
the consideration for acquisition of land on the basis of sale proceeds
at the time of receipts of the such proceeds of the developed area, in
other words, no amount is payable if there is no sale. There is no
event of any loss by the Company or by the vendor since as such the
liability is not presently quantifiable.
13 The companys significant leasing arrangements are in respect of
operating leases for Commercial premises.The particulars of such leases
are given in the Annexed Statement.
14 The particulars of investments made/sold during the yearare given in
the Annexed Statement.
15 The particulars of employee benefits as required under Accounting
Standard 15 "Accounting for Employee Benefits" are given in theAnnexed
Statement.
16 Estimated amount of contracts remaining to be executed on capital
account and not provided for, net of advances , Rs.5,35,40,000/-
(previous year Rs. 1,49,90,973/-)
As per the arrangement with a customer, the assets provided by it for
the relevant contract will be acquired by the Company at 50% of the
cost at the end of the project. The estimated amount of such commitment
at the year end is Rs.3,55,67,814/- (Rs.2,70,00,000/-)
17 The Company has 9 subsidiaries. During the year Company has acquired
additional 30% shares of Floriana Properties Private Limited and by
which the same has become wholly owned subsidiary of the Company.
The Ministry of Affairs vide its letter No. 47/113/2009-CL-lll dt. 20th
April 2009 granted approval to the Company for not attaching copies of
the Balance Sheet and Profits Loss Account, Directors Report and
Auditors Report of the subsidiary companies for the financial year
2008 - 2009. As per condition no. (i) of the above said letter
Consolidated Financial Statements duly audited by the Statutory
Auditors is enclosed with the statement of summarised financial of all
the subsidiaries.
18 During the year Company has changed the method of valuation of Stock
of materials etc from FIFO to Weighted Average. Due to change in method
of valuation of stock, stock and profit for the year has increased by
Rs. 35,07,008/- and Rs. 23,14,976/- respectively.
19 Other additional information required by schedule VI part II of the
Companies Act, 1956 are not applicable to the company for the year.
20 Balance Sheet abstract and Companys General Business Profile, in
form prescribed in part III of Scheduled VI of the Companies Act 1956,
as amended by notification GSR No. 388(E) (F.No. 3/24/94-CLB) Dated
15/05/95 is attached herewith as Annexure.
21 Corresponding figures of the previous year have been regrouped,
renamed or rearranged wherever necessary.
Note : Names of related parties and description of relationship
Sr.No. Particulars Name of the Party
1 Joint Venture Weikfeilds ITCITI Info Park (AOP)
Phoenix Ventures
Zenith Ventures
Zircon Ventures
Marigold Premises Pvt Ltd
Just Homes (India) Pvt Ltd
Viorica Properties Pvt Ltd
Cosmos Premises Pvt Ltd
2 Key Management Personnel Mr. R. Vasudevan
3 Relatives of Key Management
Personnel Mrs. Lalitha Vasudevan
Mr. N. R Moorthy
Mrs. Thangam Moorthy
Mrs. Lalitha Sundarrajan
Mr. Siddarth Vasudevan
4 Associates Angelica Properties Pvt Ltd
Syringa Properties Pvt Ltd
Mumbai Estate Pvt Ltd
Ajanta Enterprises
5 Enterprise where key management
personnel and their relatives
exercise Iris Propeties Private Limited
significant influence One Stop Shop (I) Pvt Ltd
Flora Premises Pvt Ltd
Vastech Consultants Pvt Ltd
Core Fitness Pvt Ltd
Cipla Limited
6 Subsidiary Marvel Housing Pvt Ltd
Greystone Premises Pvt Ltd
Vascon Dwellings Pvt Ltd
IT CITI Info Park Pvt Ltd
Rose Properties Pvt Ltd
Windflower Properties Pvt Ltd
Calypso Premises Pvt Ltd
Floriana Properties Pvt Ltd
Vascon Pricol Infrastructures Ltd.
Mar 31, 2008
1. OTHER NOTES
(c) Employees compensation expenses relating to issue of shares under
Employee Stock Option Scheme is not required to be included in
managerial remuneration for the purpose of Section 349 of the Companies
Act, 1956.
2 Contingent Liabilities :
(a) It has not been considered necessary to make a provision in respect
of Income Tax demand not accepted by the Company for Rs. Nil. (Rs.
67,68,000/-) as the same has already been paid and disputed by the
Company in Appeal.
(b) Securities/guarantees provided to the bankers :
(i) for other companies Rs. Nil Rs. Nil
(ii) for performance Rs.388,786,495 Rs. 89,577,268
(c) Corporate Guarantee Rs. Nil Rs. Nil
given for other Companies
(d) Claims against the
Company Rs. Nil Rs. Nil
not acknowledged as debts
(e) Uncalled liability on Rs.110,556,680 Rs. Nil
shares partly paid
3 Prior Period Adjustments :
The profit for the year includes net income/(expense) of Rs.
79,40,324/- ((Rs10,32,471/-)) in respect of prior years.
4 Instalments in respect of Term Loan due in next 12 months
Rs.3,39,66,229/- (Rs.11,565,571/-)
5 As the company is not a manufacturing company, the clauses 3(ii)(a)
and (b) of Part II of Schedule VI of the Companies Act, relating to
quantitative information do not apply.
6 The quantitative information in respect of trading activity of the
company is given in annexed statement.
7 Disclosure of Sundry Creditors under Current Liabilities is based on
the information available with the Company regarding the status of the
suppliers as defined under the "Micro, Small and Medium Enterprises
Development Act,2006". Amount overdue as on 31st March, 2008, to Micro,
Small and Medium Enterprises on account of principal amount together
with interest, aggregate to Rs. Nil (Rs. Nil).
8 Sundry Debtors includes Rs 56,50,00,000/- being amount not yet due
for payment in terms of the arrangement with the customer.
9 The Board has approved a scheme for granting stock option to
employees (ESOS). As per the said scheme 2,000,000 shares are proposed
to be offered to eligible employees. Out of the above 1,983,500 shares
are offered and 1,650,000 was accepted by employees during the year.
10 As per the terms of an agreement with a land vendor, an additional
amount equivalent to 40% of sale proceeds will required to be paid in
the event the FSI availed is in excess of 580000 Sq ft. Since such
event has not occurred till the date of balance sheet,no provision is
required for this additional cost.
11 Related Party disclosures have been set out in a separate statement
annexed to this schedule. The related parties as defined by Accounting
Standard 18 ÃRelated Party Disclosureà issued by The Institute of
Chartered Accountants of India, in respect of which the disclosures
have been made, have been identified on the basis of disclosures made
by the key managerial persons taken on record by the Board.
12 Particulars of the Contract Revenue as required in Accounting
Standard 7 "Accounting for Construction Contracts" issued by the
Institute of Chartered Accountants of India, in respect of which
disclosures have been made are given in the Annexed Statement.
13 Particulars of the Joint Ventures undertaken by the Company as
required in Accounting Standard 27 "Financial Reporting of Interest in
Joint Venture", in respect of which disclosures have been made are
given in the Annexed Statement.
14 The Loans & Advances includes an amount of Rs. 55,22,33,051/- (Rs.
255,732,610/-) paid as advances/deposits to the vendors by the Company
for acquiring land for its various projects under Single Joint Venture
Agreements. As per such Agreements the company has to work out the
consideration for acquisition of land on the basis of sale proceeds at
the time of receipts of the such proceeds of the developed area, in
other words, no amount is payable if there is no sale. There is no
event of any loss by the Company or by the vendor.
15 The companys significant leasing arrangements are in respect of
operating leases for Commercial premises. The particulars of such
leases are given in the Annexed Statement.
16 The particulars of investments made/sold during the year are given
in the Annexed Statement.
17 The particulars of employee benefits as required under Accounting
Standard 15 "Accounting for Employee Benefits" are given in the Annexed
Statement.
18 Estimated amount of contracts remaining to be executed on capital
account and not provided for, net of advances , Rs. 1,49,90,973/- (
previous year Rs. 2,157,686/-)
As per the arrangement with a customer, the assets provided by it for
the relevant contract will be acquired by the Company at 50% of the
cost at the end of the project. The estimated amount of such commitment
at the year end is Rs. 2,70,00,000/- (Rs. Nil)
19. Subsidiary Companies
The companies had 8 subsidiaries at the beginning of the year. During
the year company set up / acquired two new subsidiaries which are
Greystone Premises Pvt. Ltd. and Vascon Pricol Infrastructures Ltd. The
company de-registered one of the its subsidiaries, Cosmos Premises Pvt.
Ltd. Following this action, the company has 9 subsidiaries as on 31st
March, 2008
The Ministry of company affairs vide its letter No 47 / 102 / 2008 -
Cl-III dt 25th March, 2008 granted approval to the company for not
attaching copies of the Balance Sheet and Profit and loss Account,
DirectorÃs Report and AuditorÃs Report of the subsidiary companies for
the year 2007-08. However, on requested financial statements duly
audited, at its corporate office. A per condition no. (I) above said
letter consolidated financial statements duly audited by the Statutory
Auditors is enclosed with the statement of summarized financial of all
the subsidiaries.
20 Other additional information required by schedule VI part II of the
Companies Act, 1956 are not applicable to the company for the year.
21 Balance Sheet abstract and Companys General Business Profile, in
form prescribed in part III of Scheduled VI of the Companies Act 1956,
as amended by notification GSR No. 388(E) (F.No. 3/24/94-CLB) Dated
15/05/95 is attached herewith as Annexure.
22 Corresponding figures of the previous year have been regrouped,
renamed or rearranged wherever necessary.
Note : Names of related parties and description of relationship
Sr.No. Particulars Name of the Party
1 Joint Venture Weikfeilds ITCITI Info Park (AOP)
Phoenix Ventures
Zenith Ventures
Zircon Ventures
Marigold Premises Pvt Ltd
Just Homes (India) Pvt Ltd
Viorica Properties Pvt Ltd
Cosmos Premises Pvt Ltd
2 Key Management Personnel Mr. R. Vasudevan
3 Relatives of Key Management
Personnel Mrs. Lalitha Vasudevan
Mr. N. R Moorthy
Mrs. Thangam Moorthy
Mrs. Lalitha Sundarrajan
Mr. Siddarth Vasudevan
4 Associates Angelica Properties Pvt Ltd
Syringa Properties Pvt Ltd
Mumbai Estate Pvt Ltd
Ajanta Enterprises
5 Enterprise where key management
personnel and their relatives
exercise Iris Propeties Private Limited
significant influence One Stop Shop (I) Pvt Ltd
Flora Premises Pvt Ltd
Vastech Consultants Pvt Ltd
Core Fitness Pvt Ltd
Cipla Limited
6 Subsidiary Marvel Housing Pvt Ltd
Greystone Premises Pvt Ltd
Vascon Dwellings Pvt Ltd
IT CITI Info Park Pvt Ltd
Rose Properties Pvt Ltd
Windflower Properties Pvt Ltd
Calypso Premises Pvt Ltd
Floriana Properties Pvt Ltd
Vascon Pricol Infrastructures Ltd.
Mar 31, 2007
1 Contingent Liabilities
(a) It has not been considered necessary to make a provision in respect
of Income-Tax demands not accepted by company for Rs.6,768,000/-
(Rs.6,768,000/-) as the same has already been paid and disputed by the
company in appeal.
March 2007 March 2006
Rs. Rs.
(b) Securities/guarantees
provided to the bankers :
(i) for other companies 89,577,268 (2,000,000)
(ii) for performance Nil (30,895,000)
( c) Corporate Guarantee
given for other
Companies Nil (60,00,000)
(D) Claims against
the Company not
acknowledged as debts Nil Nil
2 Unsecured loans include an amount of Rs. Nil due to directors of the
Company.
3 Prior Period Adjustments
The profit for the year includes net expense of Rs.1,032,471/-
(Rs1,244,785/-) in respect of prior years.
4 The particulars of the Partnership Firms where the Company is a
partner as on the year end are as follows: Asset existing on the
Balance Sheet date have not been changed.
5 Instalments in respect of Term Loan due in next 12 months are
Rs.11,565,571/- (Rs.681,763,432)
6 As the company is not a manufacturing company, the clauses 3(ii)(a)
and (b) of Part II of Schedule VI of the Companies Act, relating to
quantitative information do not apply.
7 The quantitative information in respect of trading activity of the
company is given in annexed statement.
8 Current Liabilities includes dues to SSI units amounting to Rs.
1,475,880/- (Rs. 52,982/-). There were no overdues to such units
exceeding 30 days. This information has been compiled in respect of
parties to the extent to which they could be identified as small scale
industrial undertakings on the basis of information available with the
Company.
9 Related Party disclosures have been set out in a separate statement
annexed to this schedule. The related parties as defined by AS 18
"Related Party Disclosure" issued by The Institute of Chartered
Accountants of India, in respect of which the disclosures have been
made, have been identified on the basis of disclosures made by the key
managerial persons taken on record by the Board.
10 Particulars of the Contract Revenue as required in AS 7 ÃAccounting
for Construction Contracts" issued by the Institute of Chartered
Accountants of India, in respect of which disclosures have been made
are given in the Annexed Statement.
11 Particulars of the Joint Ventures undertaken by the Company as
required in AS 27 "Financial Reporting of Interest in Joint Venture",
in respect of which disclosures have been made are given in the Annexed
Statement.
12 Joint Development : The Company has entered into arrangement for
joint development of properties with the land owners and under such
arrangements paid Rs.280,732,610/- (Rs.86,103,961/-) as
advances/deposits to the joint venture partners out of which an amount
of Rs.25,000,000/-(Nil) being non refundable deposit is debited to the
cost of land and the balance Rs.255,732,610/- (Rs.86,103,961/-) is
shown as advance/deposit under the head Loans and Advances. As per such
Agreements the company has to work out the sharing of joint venture
revenue on the basis of sale proceeds at the time of receipts of such
proceeds of the developed area, in other words, no amount is payable if
there is no sale. There is no event of any loss by the Company or by
the vendor, except to the extent of non refundable amount of
Rs.25,000,000/- which has been accordingly debited to the land cost. In
view of the nature of these agreements, as a policy, the company will
reduce the proceeds and account for the profit in the respective year
to the extent of sale by the company. All monies received from the
buyer and paid to the vendor earlier to this event will be considered
advances received and paid, respectively.
13 The Companys significant leasing arrangements are in respect of
operating leases for commercial premises. The particulars of such
leases are given in the Annexed Statement.
14 The particulars of investments made/sold during the year are given
in the Annexed Statement.
15 Amalgamation of Clover Resort Pvt. Ltd. with Vascon Engineers Ltd.
Pursuant to the Scheme of Amalagamation approved by the shareholders of
the Company and the Honourable High Court of Judicature at Bombay, vide
its order dated January 19, 2007, all assets and liabilities and
reserves of erstwhile Clover Resorts Private Limited wholly owned
subsidiary of the Company having been vested in the Company from April
1, 2006 as per scheme of amalgamation sanctioned by the High Court,
have been incorporated in these accounts.
Salient Features of the Amalgamation Scheme are detailed below:
a) Name and general nature of business of Transferor Company: Clover
Resorts Pvt. Ltd.
b) Appointed date of amalgamation for accounting purpose: April 1, 2006
c) Method of accounting used to reflect the amalgamation: Purchase
Method
d) Particulars of Scheme sanctioned by the statue:
I) With effect from April 1, 2006 the entire business and undertaking
including all assets and liabilities of Clover Resort Pvt. Ltd. and
rights and obligations, all books of account and documents and records
relaing thereto, are tranferred to the Transferee Company pursuant to
Section 394 (2) of the Companies Act,1956; and
ii) With effect from the appointed date, all proceedings, if any,
pending by or against Clover Resort Pvt. Ltd. be continued by or
against the Transferee Company; and consequent to giving effect to this
scheme, the Companys investment in the share capital of Clover Resort
has been cancelled against Share Capital of Clover Resort Pvt. Ltd. No
Goodwill or Capital Reserve has arisen on account of this amalgamation.
16 The particulars of employee benefits as required under AS 15
"Accounting for Employee Benefits" are given in the Annexed Statement.
Although the application of this standard is not mandatory for this
accounting period, the Company has chosen voluntarily to apply the
same.
17 Estimated amount of contracts remaining to be executed on capital
account and not provided for, net of advances, Rs.2,157,686/- (
previous year Rs. Nil)
18 During the year, the Company has changed the method of providing
leave encashment by adopting Actuarial Valuation as against estimated
method in accordance with the AS 15 (Revised) - "Employee Benefits",
although the same is not mandatory. Had the Company continued to follow
the method of such provision as per previous year, the profit would
have been higher by Rs. 175,335/-(net of deferred tax gain) and
correspodingly reserves would have been higher by Rs. 175,335/-
19 Value of development as on 31st March, 2006, includes cost of 10,000
shares of Clover Resorts Private Limited acquired by the Company for a
sum of Rs. 686,643,040/- (net of deferred tax gain) with an object of
acquiring the underlying asset of the Company for development of a
project. Pursuant to the order of the Bombay High Court, the said
Company has been merged with our Company.
20 Other additional information required by schedule VI part II of the
Companies Act, 1956 are not applicable to the company for the year.
21 Balance Sheet Abstract and Companys General Business Profile, in
form prescribed in part III of Scheduled VI of the Companies Act, 1956,
as amended by notification GSR No. 388(E) (F.No. 3/24/94-CLB) Dated
15/05/95 is attached herewith as Annexure.
22 Corresponding figures of the previous year have been regrouped,
renamed or rearranged wherever necessary.
Sr.
No. Particulars Name of the Party
1 Joint Venture Weikfield IT Citi Info Park
Phoenix Ventures
Zenith Ventures
Zircon Ventures
Vascon Hadapsar Ventures
2 Key Management Personnel Mr. R. Vasudevan
3 Relatives of Key Management
Personnel Mrs. Lalitha Vasudevan
Mr. N. R. Moorthy
Mrs. Thangam Moorthy
Mrs. Lalitha Sundarrajan
Mr. Siddarth Vasudevan
4 Associates Marigold Premises Pvt. Ltd.
Just Homes (India) Pvt. Ltd.
Viorica Properties Pvt. Ltd.
Angelica Properties Pvt. Ltd.
Syringa Properties Pvt. Ltd.
Mumbai Estate Pvt. Ltd.
5 Enterprise where key
management Iris Properties Pvt. Ltd.
personnel and their relatives
exercise One Stop Shop (I) Pvt. Ltd.
significant influence Flora Premises Pvt. Ltd.
Vastech Consultants Pvt. Ltd.
Core Fitness Pvt. Ltd.
6 Subsidiary companies Marvel Housing Pvt. Ltd.
Vascon Dwellings Pvt. Ltd.
Cosmos Premises Pvt. Ltd.
IT Citi Info Park Pvt. Ltd.
Wind Flower Premises Pvt. Ltd.
Rose Premises Pvt. Ltd.
Calypso Premises Pvt. Ltd.
Floriana Properties Pvt. Ltd.
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Vascon Engineers Ltd.
-
Vascon Engineers Ltd. Tools
- Bulk Deals
- Block Deals
-
Vascon Engineers Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Rights
- BSE Price History
- NSE Price History
-
Vascon Engineers Ltd. Key Financial Ratios
- Ratios
-
Vascon Engineers Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Vascon Engineers Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Vascon Engineers Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Vascon Engineers Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
