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Notes to Accounts of BF Investment Ltd.

Mar 31, 2023

Provisions and contingent liabilities

Provisions are recognized when the Company has a present, legal or constructive obligation as a result of
a past event and it is probable that an outflow of resources will be required to settle the obligation, and a
reliable estimate of the amount of the obligation can be made. Provisions are determined based on the
best estimate required to settle the obligation at the Balance Sheet date. Provisions are reviewed at each
Balance Sheet date and adjusted to reflect current best estimates.

Provisions are measured at the present value of management''s best estimate of the expenditure required
to settle the present obligation at the end of the reporting period. The discount rate used to determine
the present value is a pre-tax rate that reflects current market assessments of the time value of money
and the risks specific to the liability. The increase in the provision due to the passage of time is recognized
as interest expense.

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the
Company or a present obligation that is not recognized because it is not probable that an outflow of
resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases
where there is a liability that cannot be recognized because it cannot be measured reliably. The Company
does not recognize a contingent liability but discloses its existence in the financial statements. A disclosure
for a contingent liability is made where there is a possible obligation arising out of past events, the
existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the Company or a present obligation arising out of a past
event where it is either not probable that an outflow of resources will be required to settle or a reliable
estimate of the amount cannot be made.

(t) Paid-up equity

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.

(u) Dividends

The Company recognizes a liability to make cash or non-cash distributions to equity holders of the Company
when distribution is authorized and the distribution is no longer at the discretion of the Company. As per
the corporate laws in India, a distribution is authorized when it is approved by the shareholders. A
corresponding amount is recognized directly in equity.

(v) Earnings per share

(i) Basic Earnings per Share

Basic earnings per share is calculated by dividing the net profit for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the financial
year. Earnings considered in ascertaining the company''s earnings per share is the net profit for the
period after deducting any attributable tax thereto for the period. The weighted average number of
equity shares outstanding during the period and for all periods presented is adjusted for events, such
as bonus shares, other than the conversion of potential equity shares that have changed the number
of equity shares outstanding, without a corresponding change in resources.

(ii) Diluted Earnings per Share

For the purpose of calculating diluted earnings per share, the net profit or loss for the period
attributable to equity shareholders and the weighted average number of shares outstanding during
the period is adjusted for the effects of all dilutive potential equity shares.

(w) Rounding of amounts:

All amounts disclosed in these separate financial statements and notes have been rounded off to the
nearest millions as per the requirement of Schedule III, unless otherwise stated.

1B. Standards issued but not yet effective]

The Ministry of Corporate Affairs (MCA) on 31 March 2023, vide Notification dated 31 March 2023 has issued
Companies (Indian Accounting Standard) Amendment Rules, 2022 in consultation with the National Financial
Reporting Authority (NFRA).

The notification states that these rules shall be applicable from 1 April 2023 and would thus be applicable for
the financial year ending 31 March 2024.

The amendments to Ind AS are intended to keep the Ind AS aligned with the amendments made in IFRS.

1. Amendments to Ind AS 1, "Presentation of Financial Statements"

The amendments require companies to disclose their material accounting policies rather than their significant
accounting policies. Accounting policy information, together with other information, is material when it
can reasonably be expected to influence decisions of primary users of general purpose financial statements.

2. Amendments to Ind AS 8, "Accounting Policies, Changes in Accounting Estimates and Errors"

The amendments will help entities to distinguish between accounting policies and accounting estimates.
The definition of a change in accounting estimates has been replaced with a definition of accounting
estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements
that are subject to measurement uncertainty". Entities develop accounting estimates if accounting policies
require items in financial statements to be measured in a way that involves measurement uncertainty.

3. Amendments to 12, "Income Taxes"

The amendments clarify how companies account for deferred tax on transactions such as leases and
decommissioning obligations. The amendments narrowed the scope of the initial recognition exemption
so that it does not apply to transactions that, on initial recognition, give rise to equal taxable and deductible
temporary differences.

No significant impact on financial statements of the Company are expected as a result of these amendments.

2. Significant accounting judgements, estimates and assumptions

The preparation of the Company''s separate financial statements requires management to make judgments,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and
the accompanying disclosures, and the disclosure of contingent liabilities. This note provides an overview of the
areas that involve a higher degree of judgments or complexities and of items which are more likely to be
materially adjusted due to estimates and assumptions turning out to be different than those originally assessed.
Detailed information about each of these judgments, estimates and assumptions is mentioned below.

Judgments, estimates and assumptions are continually evaluated. They are based on historical experience and
other factors, including expectations of future events that may have a financial impact on the company and that
are believed to be reasonable under the circumstances.

Estimates and assumptions

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 are reflected in the assumptions when they occur.

1. Fair value measurement of unquoted 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, their fair value is measured using valuation techniques.
The inputs to these models are taken from observable markets where possible, but where this is not
feasible, a degree of judgement is required in establishing fair values. Judgements include considerations
of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could
affect the reported fair value of financial instruments. See Note 30 for further disclosures.

2. Deferred Tax

At each balance sheet date, the Company assesses whether the realization of future tax benefits is
sufficiently probable to recognize deferred tax assets. This assessment requires the use of significant
estimates with respect to assessment of future taxable income. The recorded amount of total deferred
tax asset could change if estimates of projected future taxable income or if changes in current tax regulations
are enacted.


Mar 31, 2018

1. Company Overview :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

Operating Cycle of the Company is considered to be of 12 months.

2. Some of the Associates of the Company, are in the process of finalising their accounts for the financial year ended 31st March, 2018 and hence, they have not yet submitted their audited standalone or, as the case may be, consolidated financial statements to the Company. The Company will prepare and publish consolidated financial statements, once the audited standalone, or as the case may be, consolidated financial statements of all the Associates become available to the Company.

Diminution other than temporary, if any, in the value of investments in the Associates could not be tested pending availability of their financial statements for the financial year ended 31st March, 2018 as stated herein before.

3.1 Segment Reporting :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

3.2 Legal title to some of the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5th February, 2010 referred to herein before, could not be transferred in the name of the Company as at 31st March, 2018. The Company is in the process of completing the required legal formalities.

3.3 3,000,000 6% Non-cumulative Redeemable Preference Shares of $10/- each, fully paid in Kalyani Financial Services Limited are redeemable on or before 11th March, 2019.

3.4 40,000,000 9% Cumulative Redeemable Non Convertible Preference Shares of $ 10/- each, fully paid in KSL Holdings Pvt. Ltd. are redeemable at par on or before 25th October, 2036.

3.5 21,042,440 7% Cumulative Optionally Convertible Non-Participating Preference Shares of $ 10/- each, fully paid in Kalyani Technoforge Limited are redeemable at par on or before 18th January, 2023.

3.6 9,300,000 8% Cumulative Redeemable Preference Shares of $ 10/- each of Baramati Speciality Steels Ltd. are redeemable at par on or before 27th March, 2038.

3.7 Of the 6,847,000 0% Fully Convertible Debentures (FCDs) of $ 100/- each, fully paid of Kalyani Financial Services Limited, 1,577,000 FCDs are compulsorily convertible into Equity Shares of $ 10/- each, fully paid up at a premium of $ 20/- per share on or before 31st March, 2021. 5,270,000 FCDs are compulsorily convertible into such number of fully paid up Equity Shares of $ 10/- each, at such a price as shall be fixed by the said Company on or before 27th September, 2022.

3.8 Long term loans given :

The Company has given letter of subordination to Nandi Economic Corridor Enterprises Ltd. (NECE) and Airro (Mauritius) Holdings V, whereby the Company has agreed to subordinate the loan of $ 1,160,520,067 (Previous Year : $ 1,160,520,067) granted by it to NECE, until the entire stakeholding of Airro (Mauritius) Holdings V in NECE Ltd. is completely sold off or all the amounts payable by NECE Ltd. to Airro (Mauritius) Holdings V in terms of the Shareholders Agreement dated 24th December, 2010, between Airro (Mauritius) Holdings V and NECE Ltd. are fully paid off.

3.9 Corporate Social Responsibility :

The Company has formed Corporate Social Responsibility (CSR) Committee and has also adopted a CSR Policy in accordance with the provisions of section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company recognizes CSR spends as and when incurred. Relevant details for the financial year covered by these statements are as under.

3.10 Events occuring after balance sheet date :

The Company has entered into Share Purchase Agreement on 27th April, 2018, where in it has agreed to sell its entire investment of 16,183,636 equity shares of $ 10/- each, fully paid up, in Epicenter Technologies Private Limited (Epicenter) at a price of $ 0.57 per share, resulting in a loss of $ 63,828,260/-. The said loss representing diminution other than temporary, in the value of long term investments, has been fully provided for in these financial statements.

The Share Purchase Agreement is subject to fulfillment of certain terms and conditions by Epicenter, including interalia, repayment in full of 1) the unsecured loan advanced by the Company to Epicener and

2) accrued interest thereon.

3.11 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.


Mar 31, 2017

1. Company Overview :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

Operating Cycle of the Company is considered to be of 12 months.

2. The Associates of the Company, are in the process of finalising their accounts for the financial year ended 31st March, 2017 and hence, they have not yet submitted their audited standalone or, as the case may be, consolidated financial statements to the Company. The Company wil prepare and publish consolidated financial statements, once the audited standalone, or as the case may be, consolidated financial statements of the Associates become available to the Company.

Diminution other than temporary, if any, in the value of investments in the Associates could not be tested pending availability of their financial statements for the financial year ended 31st March, 2017 as stated herein before.

3.1 Segment Reporting :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

3.2 Investment in Capital of Partnership Firm :

The Company is a partner in M/s Sundaram Enterprises. The names of partners, their capital contributions and their respective profit/loss sharing ratios are under.

3.3 Legal title to some of the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5th February, 2010 referred to herein before, could not be transferred in the name of the Company as at 31st March, 2017. The Company is in the process of completing the required legal formalities.

3.4 3,000,000 6% Non-cumulative Redeemable Preference Shares of Rs. 10/- each, fully paid in Kalyani Financial Services Limited are redeemable on or before 11th March, 2019.

3.5 Of the 6,847,000 0% Fully Convertible Debentures (FCD) of Rs. 100/- each fully paid of Kalyani Financial Services Limited, 1,577,000 FCDs are compulsorily convertible into Equity Shares of h 10/- each fully paid up at a premium of Rs. 20/- per share on or before 31st March, 2021. 5,270,000 FCDs are compulsorily convertible into such number of fully paid up Equity Shares of Rs. 10/- each at such a price as shall be fixed by the said Company on or before 27th September, 2022.

3.6 Long term loans given :

The Company has given letter of subordination to Nandi Economic Corridor Enterprises Ltd. (NECE) and Airro (Mauritius) Holdings V, whereby the Company has agreed to subordinate the loan of Rs. 1,160,520,067 (Previous Year : Rs. 1,160,520,067) granted by it to NECE, until the entire stakeholding of Airro (Mauritius) Holdings V in NECE Ltd. is completely sold off or all the amounts payable by NECE Ltd. to Airro (Mauritius) Holdings V in terms of the Shareholders Agreement dated 24thDecember, 2010, between Airro (Mauritius) Holdings V and NECE Ltd. are fully paid off.

3.7 Corporate Social Responsibility :

The Company has formed Corporate Social Responsibility (CSR) Committee and has also adopted a CSR Policy in accordance with the provisions of section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company recognizes CSR spends as and when incurred. Relevant details for the financial year covered by these statements are as under.

3.8 Details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016 :

3.9 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.


Mar 31, 2016

1. Legal title to some of the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5th February, 2010 referred to herein before, could not be transferred in the name of the Company as at 31st March, 2016. The Company is in the process of completing the required legal formalities.

2. 3,000,000 6% Non-cumulative Redeemable Preference Shares of $10/- each, fully paid in Kalyani Financial Services Limited are redeemable on or before 30th December, 2016.

3. 4,000,000 9% Cumulative Redeemable Non - Convertible Preference Shares of $100/- each, fully paid in Kalyani Global Engineering Pvt. Ltd. are redeemable on the expiry of 20 years from the date of allotment, i.e. on 7th January, 2036, with an option to the said Company to redeem the said preference shares, in one or more tranches, at any time on or after 7th July, 2016.

4. Of the 6,847,000 0% Fully Convertible Debentures (FCD) of $ 100/- each fully paid of Kalyani Financial Services Limited, 1,577,000 FCDs are compulsorily convertible into Equity Shares of $ 10/- each fully paid up at a premium of $ 20/- per share on or before 31st March, 2021. 5,270,000 FCDs are compulsorily convertible into such number of fully paid up Equity Shares of $ 10/- each at such a price as shall be fixed by the said Company on or before 27th September, 2022.

5. Deferred Tax asset in respect of unabsorbed depreciation and losses under the Income Tax Act, 1961 aggregating to $ NIL (Previous Year : $ 98,000) has not been recognized on considerations of prudence.

6. Long term loans given :

The Company has given letter of subordination to Nandi Economic Corridor Enterprises Ltd. (NECE) and Airro (Mauritius) Holdings V, whereby the Company has agreed to subordinate the loan of $ 1,160,520,067 (Previous Year : $ 1,160,520,067) granted by it to NECE, until the entire stake holding of Airro (Mauritius) Holdings V in NECE Ltd. is completely sold off or all the amounts payable by NECE Ltd. to Airro (Mauritius) Holdings V in terms of the Shareholders Agreement dated 24th December, 2010, between Airro (Mauritius) Holdings V and NECE Ltd. are fully paid off.

7. Corporate Social Responsibility :

The Company has formed Corporate Social Responsibility (CSR) Committee and has also adopted a CSR Policy in accordance with the provisions of section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company recognizes CSR spends as and when incurred. Relevant details for the financial year covered by these statements are as under.

8. Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2015

1. Company Overview :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

Operating Cycle of the Company is considered to be of 12 months.

(a) These shares have been allotted to the shareholders of BF Utilities Limited, on 15th March, 2010, without payment being received in cash, in terms of the Composite Scheme of Arrangement sanctioned by the Honourable High Court of judicature at Bombay on 5th February, 2010.

(b) The Company has only one class of shares referred to as equity shares having a par value of Rs. 5/-. Each holder of equity shares is entitled to one vote per share.

(c) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive surplus assets of the Company, remaining after 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.

As at As at 31st March, 2015 31st March, 2014 Amount Amount Rs. Rs.

2. Contingent Liabilities not provided for :

i) Corporate Guarantees given, in respect of loans borrowed by other companies(a)

Guarantee Amount 1,710,000,000 950,000,000

Balance outstanding 1,135,000,000 835,579,160

(a) Commitments of the Company under the Corporate Guarantee/s, inter alia, include undertaking not to dispose or encumber its present and future assets without the prior written consent of the lenders.

ii) The Company has issued a Letter of Comfort not amounting to Corporate Guarantee, to Axis Bank Limited, UAE, in respect of non-fund based limits aggregating to Euro 7,500,000 sanctioned to Kenersys Europe GmbH, whereby the Company had undertaken to ensure that the borrower company would fulfill the debt service obligation, when due. Axis Bank Ltd., U.A.E. has since released the Company from the said Letter of Comfort during the financial year covered by these statements.

iii) Conveyance deed of the Unascertainable Unascertainable ownership premises of the Company at Antariksha Bhawan, New Delhi has not been executed as yet. Liability, if any on that account has not been ascertained.

3. Segment Reporting :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

4. Related Party Disclosures :

a) Related Parties and their relationships, where there are related party transactions or balances :

i) Associates

Kalyani Steels Ltd.

Epicenter Technologies Private Limited

Kalyani Financial Services Limited

Nandi Engineering Limited

ii) Joint Ventures

Automotive Axles Limited

Meritor HVS India Limited

M/s Sundaram Enterprises

iii) Investing enterprise in respect of which the Company is an associate

Sundaram Trading and Investment Pvt. Ltd.

iv) Key Management Personnel

Mr. Satish Kshirsagar, the Company Secretary

Mr. Jeewanprasad Patwardhan, the Chief Executive Officer and Chief Financial Officer, appointed on 31st March, 2015.

5. Legal title to some of the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5th February, 2010 as already reported could not be transferred in the name of the Company as at 31st March, 2015. The Company is in the process of completing the required legal processes.

6. 3,000,000 6% Non-cumulative Redeemable Preference Shares of Rs.10/- each, fully paid in Kalyani Financial Services Limited are redeemable on or before 30th December, 2016.

7. 3,500,000 11% Non-cumulative Redeemable Preference Shares of Rs.10/- each, fully paid in KSL Holdings Pvt. Ltd. are redeemable on the expiry of 10 years from the date of allotment, i.e. on 28th September, 2022, with an option to the said Company to redeem the said preference shares, in one or more tranches, at any time on or after 28th December, 2012.

8. Of the 6,497,000 0% Fully Convertible Debentures (FCD) of Rs. 100/- each fully paid of Kalyani Financial Services Limited, 1,227,000 FCDs are compulsorily convertible into Equity Shares of Rs. 10/- each fully paid up at a premium of Rs. 20/- per share on or before 31st March, 2021, while 5,270,000 FCDs are compulsorily convertible into such number of fully paid up Equity Shares of Rs. 10/- each at such a price as shall be fixed by the said Company on or before 27th September, 2022.

9. Deferred Tax asset in respect of unabsorbed depreciation and losses under the Income Tax Act, 1961 aggregating to $ 98,000 (Previous Year : Rs. 9,470,000) has not been recognized on considerations of prudence.

10. Long term loans given :

The Company has given letter of subordination to Nandi Economic Corridor Enterprises Ltd. (NECE) and Airro (Mauritius) Holdings V, whereby the Company has agreed to subordinate the loan of Rs. 1,160,520,067 (Previous Year : Rs. 1,160,520,067) granted by it to NECE, until the entire stakeholding of Airro (Mauritius) Holdings V in NECE Ltd. is completely sold off or all the amounts payable by NECE Ltd. to Airro (Mauritius) Holdings V in terms of the Shareholders Agreement dated 24th December, 2010, between Airro (Mauritius) Holdings V and NECE Ltd. are fully paid off.

11. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.


Mar 31, 2014

1. Company Overview :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

Operating Cycle of the Company is considered to be of 12 months.

As at As at 31st March, 2014 31st March, 2013 Amount Amount $ $

2.0 Contingent Liabilities not provided for :

i) Corporate Guarantees given, in respect of loans borrowed by other companies(a) Guarantee Amount 950,000,000 950,000,000

Balance outstanding 835,579,160 388,935,167 (a) Commitments of the Company under the Corporate Guarantee/s, inter alia, include undertaking not to dispose or encumber its present and future assets without the prior written consent of the lenders.

ii) The Company has issued a Letter of Comfort not amounting to Corporate Guarantee, to Axis Bank Limited, UAE, in respect of non-fund based limits aggregating to Euro 7,500,000 (Previous Year : Nil) sanctioned to Kenersys Europe GmbH, whereby the Company has undertaken to ensure that the borrower company would fulfill the debt service obligation, when due.

iii) Conveyance deed of the ownership premises of the Company at Antariksha Bhawan, New Delhi has not been executed as yet. Liability, if any on that account has not been ascertained.

2.1 Segment Reporting :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

2.2 Related Party Disclosures :

a) Related Parties and their relationships, where there are related party transactions or balances :

i) Associates

Kalyani Steels Ltd.

Epicenter Technologies Private Limited Kalyani Financial Services Limited Nandi Engineering Limited

ii) Joint Ventures

Automotive Axles Limited Meritor HVS India Limited M/s Sundaram Enterprises

iii) Investing enterprise in respect of which the Company is an associate

Sundaram Trading and Investment Pvt. Ltd.

2.3 Exceptional Items :

a) In view of the continued illiquid financial position of Nandi Economic Corridor Enterprises Ltd. (NECE) and the representation in that respect made by NECE, the Company has written off accrued interest aggregating to $ 302,137,802 (Previous Year : $ 69,631,204) charged to and receivable from NECE, on prudent basis. On similar considerations, interest aggregating to $ 621,370 (Previous Year : Nil) charged to and receivable from Nandi Infrastructure Corridor Enterprise Ltd. (NICE) has also been written off. These amounts have been reflected as exceptional items in the Statement of Profit and Loss. The Principal amounts outstanding on the loans granted to the above companies are considered good and fully realizable by the Directors. The accrued interest written off comprised the following.

b) Profit on sale of long term investments includes profit of $ 312,518,422 /- on sale of 1,705,242 Equity Shares of $10/- each of Kalyani Investment Co. Ltd., an associate of the Company.

2.4 Legal title to all the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5th February, 2010 as already reported could not necessarily be transferred in the name of the Company as at 31st March, 2014. The Company is in the process of completing the required legal processes.

2.5 3,000,000 6 % Non-cumulative Redeemable Preference Shares of $ 10/- each, fully paid in Kalyani Financial Services Limited are redeemable on or before 30th December, 2016.

2.6 3,500,000 11 % Non-cumulative Redeemable Preference Shares of $10/- each, fully paid in KSL Holdings Pvt. Ltd. are redeemable on the expiry of 10 years from the date of allotment, i.e. on 28th September, 2022, with an option to the said Company to redeem the said preference shares, in one or more tranches, at any time on or after 28th December, 2012.

2.7 Of the 6,497,000 0% Fully Convertible Debentures (FCD) of $ 100/- each fully paid of Kalyani Financial Services Limited, 1,227,000 FCDs are compulsorily convertible into Equity Shares of $10/- each fully paid up at a premium of $ 20/- per share on or before 31st March, 2021, while 5,270,000 FCDs are compulsorily convertible into such number of fully paid Equity Shares of $ 10/- each at such a price as shall be fixed by the said Company on or before 27th September, 2022.

2.8 Deferred Tax asset in respect of unabsorbed depreciation and losses under the Income Tax Act, 1961 aggregating to $ 9,470,000 (Previous Year : $ Nil) has not been recognized on considerations of prudence.

2.9 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2013

1. Company Overview :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. Since the Company is not a Systemically Important Non Deposit taking Core Investment Company, it is not required to obtain Certificate of Registration under Sec. 45-IA of the Reserve Bank of India Act, 1934.

2.1 Disclosure pursuant to Accounting Standard - 15 (Revised) on ''Employee Benefits''

a) Defined contribution plans :

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to the funds. The Company did not have any employees during the financial year covered by these statements. The Company recognized $ NIL (Previous Year : $ 95,148/-) for the provident and superannuation fund contributions in the statement of profit and loss. The contributions payable to this plan by the Company are at the rates specified in respective legislations.

b) Defined benefits plans :

The Company makes annual contributions to the Employees'' Group Gratuity cum Life Insurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for the qualified employees. The Scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days'' salary payable for each completed year of service or part thereof, in excess of six months, for continuous service upto 15 years and equivalent to one month''s salary payable for each completed year of service or part thereof, in excess of six months, for continuous service of more than 15 years. Vesting occurs upon completion of five years of service.

The present value of defined benefit obligation and the related current service costs were measured using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date.

2.2 Segment Reporting :

The Company is a Non Deposit taking Core Investment Company, as defined in the Core Investment Companies (Reserve Bank) Directions, 2011 and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

2.3 Related Party Disclosures :

a) Related Parties and their relationships :

i) Associates Kalyani Steels Limited

Kalyani Investment Company Limited

KSL Holdings Private Limited

Epicenter Technologies Private Limited

Kalyani Agro Corporation Limited

Carpenter Kalyani Special Alloys Private Limited

Kalyani Financial Services Limited

Nandi Engineering Limited

Synise Technologies Limited

ii) Joint Ventures Automotive Axles Limited

Meritor HVS India Limited Seinumero Machine Tools Limited M/s Sundaram Enterprises

2.4 At the request of Nandi Economic Corridor Enterprises Ltd. (NECE), the Company has renegotiated the interest terms in respect of long term loan of $1,160,520,067 granted to NECE and reduced the rate of interest chargeable on the said loan from 12% p.a. to 6% p.a. with retrospective effect from 1st April, 2012. The excess interest of $ 69,631,204 charged to NECE has accordingly been written off.

2.5 The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

2.6 Legal title to all the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the Honourable High Court of judicature at Bombay, as per Order dated 5th February, 2010 as already reported could not necessarily be transferred in the name of the Company as at 31st March, 2013. The Company is in the process of completing the required legal processes.

2.7 3,000,000 6 % Non-cumulative Redeemable Preference Shares of $10/- each, fully paid in Kalyani Financial Services Limited are redeemable on or before 31st December, 2013.

2.8 3,500,000 11 % Non-cumulative Redeemable Preference Shares of $10/- each, fully paid in KSL Holdings Pvt. Ltd. are redeemable on the expiry of 10 years from the date of allotment, i.e. on 28th September, 2022, with an option to the said Company to redeem the said preference shares, in one or more tranches, at any time on or after 28th December, 2012.

2.9 Of the 11,600,000 0% Fully Convertible Debentures (FCD) of $ 100/- each fully paid of Kalyani Financial Services Limited, 6,330,000 FCDs are compulsorily convertible into Equity Shares of $10/- each fully paid up at a premium of $ 20/- per share on or before 31st March, 2021, while 5,270,000 FCDs are compulsorily convertible into such number of fully paid Equity Shares of $ 10/- each at such a price as shall be fixed by the said Company on or before 27th September, 2022.

2.10 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.


Mar 31, 2012

As at As at

31st March, 2012 31st March, 2011

$ $

1.1 Contingent Liabilities not provided for :

Corporate Guarantee given on behalf of other company 90,000,000 90,000,000 Liability on account of conveyance deed of the ownership premises of the Company at Antariksha Bhawan, New Delhi has not been executed as yet. The Company has incurred expenditure of Rs.2,911,223 during the year ended 31st March, 2012 on conveyance of the property, which has been recognised in the Statement of Profit and Loss.

Unascertainable Unascertainable

1.2 Disclosure pursuant to Accounting Standard on 15 (Revised) on "Employee Benefits"

a) Defined contribution plans :

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to the funds.

The Company recognized $ 95,148/- (Previous Year : $ 177,420/-) for the provident and superannuation fund contributions in the profit and loss account. The contributions

payable to this plan by the Company are at the rates specified in respective legislations.

b) Defined benefits plans :

The Company makes annual contributions to the Employees' Group Gratuity cum Life Insurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for the qualified employees. The Scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days' salary payable for each completed year of service or part thereof, in excess of six months, for continuous service upto 15 years and equivalent to one month's salary payable for each completed year of service or part thereof, in excess of six months, for continuous service of more than 15 years. Vesting occurs upon completion of five years of service.

The present value of defined benefit obligation and the related current service costs were measured using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date.

The following table sets out the funded status of the gratuity plan and the amounts recognized in the financial statements for the year ended 31st March, 2012.

1.3 Segment Reporting :

The Company is a core investment company and all activities of the Company revolve around this business. Hence no separate segment is considered reportable.

1.4 The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

1.5 Legal title to all the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the High Court of judicature at Bombay, as per Order dated 5th February, 2010 as already reported could not necessarily be transferred in the name of the Company as at 31st March, 2012. The Company is in the process of completing the required legal processes.

1.6 3,000,000 6 % Non-cumulative Redeemable Preference Shares of $10/- each, fully paid in Kalyani Financial Services Limited are redeemable on or before 31st December, 2013.

1.7 Each of the 6,330,000 (Previous Year : 5,000,000) 8% Fully Convertible Debentures of $ 100/- each fully paid of Kalyani Financial Services Limited are compulsorily convertible into Equity Shares of $ 10/- each fully paid up at a premium of $ 20/- per share on or before 31st March, 2021.

1.8 The Revised Schedule VI has become effective from 1st April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.


Mar 31, 2011

Previous Year Rupees Rupees

1. Contingent liabilities not provided for in respect of :

Liability on account of conveyance deed of the ownership Unascertainable Unascertainable premises of the Company at Antariksha Bhawan, New Delhi has not been executed as yet.

Corporate Guarantee given on behalf of other company 90,000,000 90,000,000

Estimated amount of contracts remaining to be executed on - 5,988,000

capital account and not provided for

2. Disclosure pursuant to Accounting Standard - 15 (Revised) on "Employee Benefits"

a) Defined contribution plans :

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to the funds.

The Company recognized S 177,420/- (Previous Year : Rs. 169,619/-) for the provident and superannuation fund contributions in the profit and loss account. The contributions payable to this plan by the Company are at the rates specified in respective legislations.

b) Defined benefits plans :

The Company makes annual contributions to the Employees Group Gratuity cum Life Insurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for the qualified employees. The Scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof, in excess of six months, for continuous service upto 15 years and equivalent to one months salary payable for each completed year of service or part thereof, in excess of six months, for continuous service of more than 15 years. Vesting occurs upon completion of five years of service.

The present value of defined benefit obligation and the related current service costs were measured using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date.

c) Other Long Term Employee Benefits :

The table below gives summary of the Companys obligations for other long term employee benefits in the form of compensated absences.

3. The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

4. Related Party Disclosures :

A. Related Parties and their Relationship

1 Associates a) Kalyani Steels Limited

b) Kalyani Financial Services Limited

c) Kalyani Investment Company Limited

2 Joint Venture a) Meritor HVS India Limited

b) M/s Sundaram Enterprises

5. Legal title to all the assets vested and transferred to the Company in pursuance of the Composite Scheme of Arrangement approved by the High Court of judicature at Bombay, as per Order dated 5th February, 2010 as already reported could not necessarily be transferred in the name of the Company as at 31st March, 2011. The Company is in the process of completing the required legal processes.

6. In pursuance of the Composite Scheme of Arrangement, sanctioned by the High Court of the judicature at Bombay, vide Order dated 12th March, 2010, the Company has received allotment of 1,705,237 Equity Shares of Rs.10/- each, fully paid, in Kalyani Investment Company Limited, in the ratio of one such share for every ten shares of Kalyani Steels Limited, held by the Company on the record date being 23rd April, 2010. The cost of acquisition of shares of Kalyani Steels Limited has accordingly been adjusted in the books of the Company.

7. Each of the 5,000,000 8% Fully Convertible Debentures of Rs. 100/- each fully paid of Kalyani Financial Services Limited are compulsorily convertible into Equity Shares of Rs. 10/- each fully paid up at a premium of Rs. 20/- per share on or before 31st March, 2021.

8. In the absence of any notification by the Central Government, as to the rate and effective date for payment of cess under section 441A of the Companies Act, 1956, no provision, for the same, has been made in these accounts.

9. Since the statement of cash flows has been drawn up for the first time by the Company, corresponding figures for the previous year have not been given therein.

10. Previous years figures have been regrouped and rearranged, wherever necessary.

11. Balance Sheet Abstract and the Companys General Business Profile is attached, herewith.


Mar 31, 2010

A. Company Overview :

a) BF Investment Limited, is a public limited company incorporated on 26th May, 2009. The Company received the Certificate of Commencement of Business on 20th July, 2009. The Company is an investment company and it is also engaged in the business of real estate.

b) In a Composite Scheme of Arrangement approved by the High Court of judicature at Bombay, as per Order dated 5* February, 2010, Bhalchandra Investment Limited, Forge Investment Limited, Mundhwa Investment Limited, Jalakumbhi Investment and Finance Limited, Jalakamal Investment and Finance Limited and Kalyani Utilities Development Limited (the Amalgamating Companies) amalgamated with BF Utilities Limited (the Amalgamated Company and the Demerged Company) with retrospective effect from the Appointed Date, being 1st April, 2009. The Investment Business Under- taking of BF Utilities Limited was transferred to and vested in BF Investment Limited (the Resulting Company), on going concern basis, with retrospective effect from the Appointed Date, being 1st April, 2009. The Investment Business Undertaking comprised all investment and real estate business as also all the assets and properties, whether moveable or immoveable, real or personal, in possession or reversion, corporeal or incorporeal, tangible or intangible, present or contingent and liabilities, which relate thereto or are necessary therefor, as specified in the Scheme.

c) The said Scheme became effective from 26th February 2010 (the Effective Date) upon which, the Business of the Investment Business Undertaking together with all related assets and liabilities, as stated above, was deemed to have been transferred to and vested in the Company with retrospective effect from 1st April 2009.

d) The Business of the Investment Business Undertaking was deemed to have been carried out by BF Utilities Limited, in trust for the Company from the Appointed Date till the Effective Date. Any income or profit accruing or arising to BF Utilities Limited in relation to the Investment Business Undertaking and all costs, charges, expenses and losses incurred by BF Utilities Limited, in relation to the said undertaking, are for all purposes, to be treated as the income, profits, costs, charges, expenses and losses, as the case may be of BF Investment Limited in accordance with the Scheme. Accordingly, these financial statements incorporate the result of the activities carried out by BF Utilities Limited in trust for the Company from 1st April, 2009 to 26th February, 2010.

e) The Company is a Core Investment Company holding 90% of its assets in investments in shares of or debts in Croup Companies. In view of the interpretation of the extant regulatory frame work applicable to core investment compa- nies, as could be seen in the Press Release No. 2009-2010/1428 dated 21st April, 2010, it is not required to obtain Certificate of Registration under Section 45-IA of the Reserve Bank of India Act, 1934.

Rupees 1. Contingent liabilities not provided for in respect of : Liability on account of conveyance deed of the ownership premises of the Company at Antariksha Bhawan, New Delhi has been executed as yet. Unascertainable Corporate Guarantee given on behalf of other company 90,000,000 Estimated amount of contracts remaining to be executed on capital account and not provided for 5,988,000

2In the Composite Scheme of Arrangement approved by the High Court of judicature at Bombay, as stated, hereinabove, the Investment Business Undertaking of BF Utilities Limited was transferred to and vested in BF Investment Limited, on going concern basis, with retrospective effect from the Appointed Date, being 1st April, 2009. Consequently, the business of the said undertaking, alongwith the under mentioned assets and liabilities stand transferred in favour of the Company, which have been accounted for in the method and manner, prescribed in the above mentioned Scheme.

3. a) In terms of the said Composite Scheme of Arrangement, the Company has alloted 37,667,628 Equity Shares of Rs. 5/- each, fully paid up (the New Equity Shares) to the shareholders of BF Utilities Limited, whose names appeared in the register of members on the Record Date, fixed for this purpose, which was 12th March, 2010. Thus all the said equity shares have been allotted by the Company for consideration, other than cash.

b) Simultaneously with the issue and allotment of the New Equity Shares by the Company, the 4,000,000 Equity Shares of Rs. 5/- each, issued to the subscribers to the Memorandum of Association and transferred to the Company in the said Scheme are cancelled on 15th March, 2010.

4. This being, the first year, since incorporation, no statement of cash flows has been drawn up.

5. Disclosure pursuant to Accounting Standard - 15 (Revised) on "Employee Benefits"

a) Defined contribution plans :

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to the funds.

The Company recognized Rs. 169,619/- for the provident and superannuation fund contributions in the profit and loss account. The contributions payable to this plan by the Company are at the rates specified in respective legislations.

b) Defined benefits plans :

The Company makes annual contributions to the Employees Croup Gratuity cum Life Insurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for the qualified employees. The Scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 1 5 days salary payable for each completed year of service or part thereof, in excess of six months. Vesting occurs upon completion of five years of service.

The present value of defined benefit obligation and the related current service costs were measured using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date.

The following table sets out the funded status of the gratuity plan and the amounts recognized in the financial statements for the year ended 31st March, 2010.

6. Fixed Deposits Receipts for an aggregate amount of Rs. 165,000,000/- have been pledged with banks in respect of loans borrowed by Nandi Highway Developers Limited.

7. The amount of Rs. 81,527,043/- receivable from BF Utilities Limited in respect of transactions from the Appointed Date and Effective Date as per the Composite Scheme of Arrangement, referred to hereinbefore, has been included under "Advances recoverable in cash or in kind or for value to be received."

8. Eventhough, the Company is not required to obtain the Certificate of Registration under Section 45-IA of the Reserve Bank of India Act, 1934, it has set aside amount to Reserve Fund as required under Section 45-IC of the said Act, on prudent basis.

9. Dues to Micro, Small and Medium Enterprises :

The Company does not owe any moneys to the suppliers registered under the Micro, Small and Medium Enterprises Development Act, 2006.

10. There are no "Related Parties," within the meaning of the Accounting Standard - 18 on "Related Party Disclosures."

11. In the absence of any notification by the Central Government, as to the rate and effective date for payment of cess under section 441A of the Companies Act, 1956, no provision, for the same, has been made in these accounts.

12. This being the first year, since incorporation, the question of giving figures pertaining to previous year does not arise.

13. Balance Sheet Abstract and the Companys General Business Profile is attached, herewith.

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