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Notes to Accounts of Nila Infrastructures Ltd.

Mar 31, 2023

Measurement of fair value of investment properties:A. Fair value hierarchy

The fair value of investment properties has been determined by registered valuer as defined u/r 2 of Companies (Registered Valuer and Valuation) Rules, 2017.

The fair value measurement of the investment properties has been categorised as Level 3 fair value based on the inputs to the valuation techniques used.

* At the time of transition to Ind AS effective from 1 April 2016, the Company had opted to measure its investments in subsidiaries, joint ventures and associate at deemed cost, i.e. previous GAAP carrying amount, except for its investment in one of the joint venture - Romanovia Industrial Park Private Limited, which has been measured at fair value at the date of transition to Ind AS. If an entity chooses to measure its investment at fair value at the date of transition to Ind AS than that is deemed cost of such investment for the Company and, therefore, it shall carry its investment in at that amount (i.e. fair value at the date of transition) after the date of transition.

A As mutually agreed between partners, during the financial year 2021-22, loans from partners to LLP, transferred to partner''s current capital account.

Terms / rights attached to Equity shares

The company has single class of equity shares having a par value of ?1 per share. Each shareholder is eligible for one vote per share held. 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, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

During Last 5 years immediately preceding reporting date, the Company has not aLLoted any (a) Bonus Shares or (b) Shares issued for consideration other than cash.

During last 5 years immediately preceding reporting date, the Company has not bought back any class of shares.

Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuation service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service.

Leave encashment

Provision for leave encashment cover the Company''s liability for earned leave.

The above information regarding Micro, Small and Medium Enterprises has been determined on the basis of information available with the Company. This has been relied upon by the auditors.

Trade payables - dues to others include retention money payable amounting to ?368.69 Lakhs (31 March 2022: ? 362.63 lakhs).

(i) * Nature of CSR activities undertaken by company includes healthcare and medical facilities, promotion of education and food distribution.

(ii) Excess amount spend for CSR during the FY 2022-23 of ? 20.84 Lakhs and ? 2.08 lakhs for FY 2021-22 available for set off in succeeding financial years.

A. Defined benefit plans:Gratuity

The Company operates a defined benefit plan (the gratuity plan) covering eligible employees, which provides a Lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and tenure of employment. The liability in respect of gratuity being defined benefit schemes, payable in future, are determined by actuarial valuation as on balance sheet date.

The sensitivity analyses presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

The obligations are measured at the present value of estimated future cash flows by using a discount rate that is determined with reference to the market yields at the Balance Sheet date on Government Bonds which is consistent with the estimated terms of the obligation.

The estimate of future salary increase, considered in the actuarial valuation, takes account of inflation, security, promotion and other relevant factors such as supply and demand in the employment market.

B. Other long term employee benefits Compensated absences

The accrual for unutilised leave is determined for the entire available leave balance standing to the credit of the employees at the year end. The value of such leave balances that are eligible for carry forward is determined by an acturial valuation as at the end of the year and acturial gains and losses are charged to the statement of profit and loss. Amount of ? 0.89 lakhs (31 March 2022: ? (17.41) lakhs) towards leave benefits is recognised as (credit)/expense to salaries, wages and bonus under "Employee benefits expenses" in the Statement of Profit and Loss.

C. Defined contributionContribution to provident fund and employee state insurance contribution

Amount of ? 2.23 lakhs (31 March 2022: ? 2.68 lakhs) paid towards contribution to provident funds and Employee state insurance contribution is recognised as an expense and included in "Salaries, wages and bonus" under "Employee benefits expense" in the Statement of Profit and Loss.

Note 33

Operating segment

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components, and for which discrete financial information is available. All operating segments’ operating results are reviewed regularly by the Company’s Chief Operating Decision Maker (CODM) to make

decisions about resources to be allocated to the segments and assess their performance. The Company’s operations fall under single segment namely “Infrastructure Business”, taking into account the risks and returns, the organization structure and the internal reporting systems. Board of Directors are Chief Operating Decision Maker (CODM) of the Company and hence financial statement represents disclosure of primary segment. Further, there are no export sales and hence there is no reportable secondary segment. All assets are located in the company’s country of domicile.

Note 34

Contingent liabilities and commitments

(i)

Contingent liabilities

(a)

('' in lakhs)

Particulars

As at

31 March 2023

As at

31 March 2022

Income tax demands for A.Y. 2000-01 matter before Assessing Officer

0.81

0.81

Income tax demands for A.Y. 2002-03 matter before Assessing Officer

0.43

0.43

Income tax demands for A.Y. 2007-08 matter before Assessing Officer

2.18

2.18

Income tax demands for A.Y. 2009-10 matter before Central Processing Centre (CPC)

2.22

2.22

Income tax demands for A.Y. 2015-16 matter before Central Processing Centre (CPC)

0.64

0.64

Income tax demands for A.Y. 2018-19 matter before Commissioner or Income Tax (Appeals)

778.44

-

Income tax demands for A.Y. 2021-22 matter before Commissioner or Income Tax (Appeals)

160.76

-

(b) The Hon’ble Supreme Court of India (“SC”) by their order dated 28 February 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The Company has provided the impact of the said supreme court judgement with effect from 1 January 2020. In view of the management, any additional liability for the period from date of the SC order (28 February 2019) to 31 December 2019 is not material and hence have not been provided in the books of account. In addition, management is of the view that there is a considerable uncertainty around the timing and extent in which the judgement will be interpreted and applied by the regulatory authorities and accordingly, the impact for periods prior to the date SC order (28 February 2019), if any, is not ascertainable and consequently no financial effect has been provided for in the standalone financial statements. Accordingly, this has been disclosed as a contingent liability in the standalone financial statements.

(c) The Income-Tax Department had carried out a search operation at the Company''s various business premises and residential premises of promoters and certain key employees of the company, under Section 132 of the Income-tax Act, 1961 on 08 September 2021. The Company had made the necessary disclosures to the stock exchanges in this regard on 12 September 2021, in accordance with Regulation 30 of the SEBI (LODR) Regulations, 2015 (as amended). As of the date of issuing these financial results, the Company has received notices under Section 148 and / or Section 142(1)/143(2) of the Income Tax Act, 1961 for the assessment years 2014-15, 2016-17 to 2022-23, to which the Company has responded. During the financial year ended 31 March 2023, the Company received orders for two assessment years (2018-19 and 2021-22), and the Company has filed the necessary response and / or appeal. Management believes that these developments are unlikely to have a significant impact on the Company''s financial position as of 31 March 2023, and its performance for the quarter and year ended on that date, as presented in these standalone financial results. However, for the other assessment years due to the nature and complexity of the matter, the final outcome remains uncertain, making it currently impossible for the management to determine the potential impact, if any, on the results related to this issue. The statutory auditors have

issued an Emphasis of Matter in their audit report on the standalone financial results for the year ended 31 March 2023, highlighting this matter.

(ii)

Commitments

('' in lakhs)

Particulars

As at

31 March 2023

As at

31 March 2022

Agreement for purchase of investment properties ( Net of advances)

904.81

-

(iii) Corporate guarantees

The company has not provided any corporate guarantees or any security as at 31 March 2023 as well as 31 March 2022 for loans or any other financial aid obtained by its subsidiary, joint ventures and associate or by any other person.

Note 35 Leasesa) As a lessor

The Company’s significant leasing arrangements are in respect of operating leases for commercial premises. Lease income from operating leases is recognised on a straight-line basis over the period of lease. The aggregate lease rental income including maintenance of ? 114.22 Lakhs (31 March 2022: 124.12) lakhs is accounted in the statement of profit and loss. (refer note 23).

b) As a lessee

The Company has taken office premises on lease. The terms of lease includes terms of renewals, increase in rent in future periods, terms of cancellation, etc. The agreement is executed for a period of 3 years with a renewable clause and also provide for termination at will by either party giving a prior notice of 3 months at any time during the lease term and hence considered the same to be of short term lease in nature under Ind AS 116. Accordingly, no further disclosures are applicable.

Lease rental (incl. maintenance charges) expense debited to statement of profit and loss is ? 7.66 lakhs (31 March 2022: ? 7.62 lakhs).

(b) Contract balances

The contract assets, Land and transferable development rights receivable represents amount due from customers which primarily relate to the Company’s rights to consideration for work executed but not billed at the reporting date. The contract assets or Land and transferable development rights are transferred to receivables when the rights become unconditional. i.e. when invoice is raised on achivement of contractual milestones. This usually occurs when the Company issues an invoice to the customer. The contract liabilities primarily represent advances received from customers for which invoices are yet to be raised on customers pending achivement of milestone.

Contract Liabilities include amount received for sales of transferable development rights for PPP projects in which BU certificate is yet to be received.

(c) Movement of Expected Credit Loss during the year

For the year ended 31 March 2023, ? 112.29 Lakhs (31 March 2022, ? (11.55) Lakhs) was recognised as provision for expected credit losses on Trade Receivables.

(d) Performance obligation

The Company recognises revenue from contracts with customers when it satisfies a performance obligation by transferring promised goods or service to a customer. The revenue is recognised to the extent of transaction price allocated to the performance obligation satisfied. Performance obligation is satisfied over time when the transfer of control of asset (goods or service) to a customer is done over time and in other cases, performance obligation is satisfied at a point in time. For performance obligation satisfied over time, the revenue recognition is done by measuring the progress towards complete satisfaction of performance obligation

For contracts where the aggregate of contract cost incurred to date plus recognised profits (or minus recognised losses as the case may be) exceeds the progress billing, the surplus is shown as contract asset and termed as “Due from customers”. For contracts where progress billing exceeds the aggregate of contract costs incurred to-date plus recognised profits (or minus recognised losses, as the case may be), the surplus is shown as contract liability and termed as “Due to customers”. Amounts or Contract Assets received before the related work is performed are disclosed in the Balance Sheet as contract liability and termed as “Advances from customer”. The amounts billed on customer for work performed and are unconditionally due for payment i.e. only passage of time is required before payment falls due, are disclosed in the Balance Sheet as trade receivables. The amount of retention money held by the customers pending completion of performance milestone is disclosed as part of contract asset and is reclassified as trade receivables when it becomes due for payment.

The aggregate value of performance obligations that are completely or partially unsatisfied as at 31 March 2023 is ? 68,399 Lakhs. The revenue recognition mainly depends on meeting the delivery schedules, contractual terms and conditions with customers, availability of customer sites, changes in scope, variation in prices etc. In view of these, it is not practical to define the accurate percentage of conversion to revenue on yearly basis. However, a tentative bifurcation of remaining performance obligation is as follows :

Transaction price allocated to remaining performance obligations

Table below shows the forward order book for the Company at the reporting date with the time bands of when the Company expects to recognise secured revenue on its contracts with customers. Secured revenue corresponds to fixed work contracted with customers and excludes the impact of any anticipated contract extensions or modifications, and new contracts with customers.

* Fair value of financial assets and Liabilities measured at amortised cost is not materially different from the amortised cost. Further, impact of time value of money is not significant for the financial instruments classified as current. Accordingly, the fair value has not been disclosed separately.

Note 1: Investments in associate, joint ventures and subsidiary have been accounted at historical cost. Since these are scoped out of Ind AS 109 for the purposes of measurement, the same have not been disclosed in the tables above.

Note 2: At the time of transition to Ind AS effective from 1 April 2016, the Group had opted to measure its investments in subsidiaries, joint ventures and associate at deemed cost, i.e. previous GAAP carrying amount, except for its investment in one of the joint venture - Romanovia Industrial Park Private Limited, which has been measured at fair value at the date of transition to Ind AS. If an entity chooses to measure its investment at fair value at the date of transition to Ind AS than that is deemed cost of such investment for the Group and, therefore, it shall carry its investment in at that amount (i.e. fair value at the date of transition) after the date of transition.

Fair value hierarchy

The fair value of financial instruments as referred above have been classified into three categories depending on the inputs used in valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level I measurements) and lowest priority to unobservable inputs (Level III measurments).

The categories used are as follows:-

Input Level I (Directly Observable) : which includes quoted prices in active markets for identical assets such as quoted price for an equity security on Security Exchanges.

Input Level II (Indirectly Observable) : which includes prices in active markets for similar assets such as quoted price for similar assets in active markets, valuation multiple derived from prices in observed transactions involving similar businesses, etc.

Input Level III (Unobservable): which includes management''s own assumptions for arriving at a fair value such as projected cash flows used to value a business, etc.

B. Measurement of fair valuesi) Valuation techniques and significant unobservable inputs

The fair value of the investment in quoted investment in equity shares is based on the current bid price of investment at balance sheet date

ii) Transfers between Levels I and II

There has been no transfer in between Level I and Level II

iii) Level III fair values

There are no items in Level III fair values.

C. Financial risk management

The Company has a well-defined risk management framework. The Board of Directors of the Company has adopted a Risk Management Policy. The Company has exposure to the following risks arising from financial instruments:

¦ Credit risk ;

¦ Liquidity risk ; and

¦ Market risk

Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors evaluate and exercise independent control over the entire process of risk management. The board also recommends risk management objectives and policies.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

(i) Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk primarily trade receivables and other financial assets including deposits with banks. The Company''s exposure and credit ratings of its counterparties are continuously monitored and the aggregate value of transactions is reasonably spread amongst the counterparties.

Trade receivables and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit Limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables. The Company considers the probability of default and whether there has been a significant increase in the credit risk on an ongoing basis through each reporting period. To assess whether there is a significant increase in credit risk, the Company compares the risk of default occurring on financial assets as on the reporting date.

Impairment

Credit risk arising from trade receivables is managed in accordance with the Company’s established policy, procedures and control relating to customer credit risk management. An impairment analysis is performed at each reporting date based on the facts and circumstances existing on that date to identify expected losses on account of time value of money and credit risk. The calculation is based on defined percentage based on past experiences in the business ascertained by the management. Receivables from group companies and receivables against sale of contract assets (i.e. TDR and LDR) are generally excluded for the purposes of this analysis since no credit risk is perceived on them.

Cash and bank balances

The Company is also exposed to credit risks arising on cash and cash equivalents and term deposits with banks. The Company believes that its credit risk in respect to cash and cash equivalents and term deposits is insignificant as funds are invested in term deposits at pre-determined interest rates for specified period of time. For cash and cash equivalents and other bank balances, only high rated banks are accepted.

Other financial assets

Other financial assets includes loan to employees and related parties, security deposits, etc. Credit risk arising from these financial assets is limited and there is no collateral held against these because the counterparties are group companies, banks. Banks have high credit ratings assigned by the credit rating agencies.

(ii) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or other financial asset. The Company’s financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable

Losses or risking damage to the Company’s reputation. In addition to the Company''s own Liquidity, it enjoys credit faciLities with the reputed bank and financiaL institutions.

Management monitors the Company’s Liquidity position and cash and cash equivaLents on the basis of expected cash flows. The Company’s liquidity management policy involves periodic reviews of cash flow projections and considering the Level of Liquid assets necessary, monitoring balance sheet, Liquidity ratios against internal and external regulatory requirements.

(iii) Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - wiLL affect the Company’s income. Market risk is attributabLe to aLL market risk sensitive financiaL instruments including foreign currency receivables and payables and debt. The company does not have any transactions in foreign currency. And accordingly, company does not have currency risk.

Interest rate sensitivity

Profit or Loss is sensitive to higher/Lower interest expense from borrowings as a result of change in interest rates. The following table demonstrates the sensitivity of floating rate financial instruments to a reasonably possible change in interest rates. The risk estimates provided assume a parallel shift of 100 basis points interest rate across all yield curves. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.

Details of Investments made by the company are given in Note 7.

ALL Loans are given for the purposes of the business and are repayable as per agreed schedule of repayment.

* Loan balance of Vyapnila Terminals (Modasa) Private Limited is after adjustment of effective interest rate, the Loan is interest free.

Note 42

Other Statutory Information

a The company has neither advanced, loaned or invested funds nor received any fund to/from any person or entity for lending or investing or providing guarantee to/on behalf of the ultimate beneficiary during the reporting periods.

b There are no proceedings initiated or pending against the company under section 24 of the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder for holding any benami property.

c The company has been sanctioned working capitaL Limit in the form of term Loans and overdraft faciLities, however the terms and conditions of the sanctions does not specify to submit any monthly or quarterly statements of current assets of the company, hence the company is not submitting such statements to the lending banks and financial institutions.

d The company has not been declared a wilful Defaulters by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters issued by the RBI.

e The company has not traded or invested in Crypto currency or Virtual Currency during the reporting periods.

f There is no immovable property in the books of the company whose title deed is not held in the name of the company.

g There is no charge or satisfaction of charge which is yet to be registered with ROC beyond the statutory period.

h The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

i The company has not entered into any scheme of arrangement in terms of sections 230 to 237 of the Companies Act, 2013.

j The company does not have any transaction not recorded in the books of accounts that has been surrendered or not disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

k The company has not entered into any non-cash transactions with directors or any person connected with the directors.

Note 43

Previous year figures have been regrouped/reclassified wherever necessary to confirm to current year

presentation.


Mar 31, 2018

Note-1. Corporate Information

Nila Infrastructures Limited is a Company based in Ahmedabad, Gujarat with its Registered Office situated at 1st Floor, Sambhav House, Opp. Chief Justice Bungalow, Bodakdev, Ahmedabad - 38001 5. Nila Infrastructures Limited is a public company incorporated on 26th February, 1990 and listed on BSE (Bombay Stock Exchange of India Limited) and NSE (National Stock Exchange of India Limited). The Company is involved in the construction as well as development infrastructures project. Pursuant to the scheme of arrangement under the provisions of Companies Act, 2013, which became effective on 1 April 2017, the Company has transferred Real Estate business to Nila Spaces Limited (refer note 41 for more details).

Note-2. Basis of preparation and measurement

2.1. Statement of compliance

These standalone financial statements have been prepared in accordance with Indian Accounting Standards (‘Ind AS’) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 (the ‘Act’) and other relevant provisions of the Act.

The standalone financial statements for the year ended 31 March 2017were prepared in accordance with the Companies (Accounting Standards) Rules, 2006, notified under section 133 of the Act and other relevant provisions of the Act.

As these are the Company’s first standalone financial statements prepared in accordance with Ind AS, Ind AS 101, First-time Adoption of Indian Accounting Standards has been applied. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and Cash flows of the Company is provided in note 44.

The standalone financial statements for the year ended 31 March 2018 have been reviewed by audit committee and subsequently approved by Board of Directors at its meetings held on 30 May 2018.

Details of the Company’s significant accounting policies are included in note 3.

2.2. Functional and presentation currency

These standalone financial statements are presented in Indian Rupees (‘), which is also the Company’s functional currency. All the amounts have been rounded-off to the nearest lakhs, unless otherwise stated.

2.3. Basis of Measurement

The standalone financial statements have been prepared on the historical cost basis except for the following items:

2.4. Use of estimates and judgements

In preparing this standalone financial statements, management has made judgements, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognized prospectively.

Information about critical judgements in applying accounting policies, as well as estimates and the assumptions that have most significant effect to the carrying amounts of assets and liabilities within the next financial year, are included in the following notes:

Note 25 - Evaluation of percentage completion for the purpose of revenue recognition

Note 5 - Identification of the building as an investment property

Note 4, 5 and 6 - Useful life used for the purpose of depreciation and amortization on property, plant and equipment, investment properties and intangible assets

Note 42 - Impairment of financial and non-financial assets

Note 37 - Lease classification

Note 34 - Recognition and measurement of defined benefit obligations, key actuarial assumptions

Note 40 - Share based payments

Note 42 - Fair value measurement of financial instruments

Note 21 - Current / deferred tax expense and recognition and evaluation of recoverability of deferred tax assets

Note 36 - Provisions and contingencies

2.5. Measurement of fair values

The Company’s accounting policies and disclosures requires the measurement of fair values for financial instruments.

The Company has established control framework with respect to the measurement of fair values. The management regularly reviews significant unobservable inputs and valuation adjustments.

Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices(unadjusted) in active markets for identical assets and liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entity in the same level of fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognizes transfers between the levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

Note 5 - Investment property Note 7 and 8 - Investments Note 42 - Financial instruments

A. Terms / rights attached to Equity shares

The company has single class of equity shares having a par value of Rs.1 per share. Each shareholder is eligible for one vote per share held. 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, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

General Reserve - The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General Reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve is not reclassified subsequently to the Statement of Profit and Loss.

Equity Security Premium - Securities premium reserve is used to record the premium on issue of equity shares. The reserve is utilised in accordance with the provisions of the Act.

Deferred ESOP compensation reserve and ESOP outstanding reserve are created pursuant to the scheme of Employee’s Stock Option Plan.

(A.3) Overdraft facilities

Overdraft Facility secured by way of (a) registered equitable mortgage of property owned by the company held at 7th, 8th & 9th floor Sambhaav House, Judges Bungalow, Bodakdev, Ahmedabad. (b) Personal Guarantee of Shri Manoj Vadodaria & Shri Kiran Vadodaria

Refer note 42 - Financial instruments, fair values and risk measurement

(1 ) To implement the Scheme of Arrangement for Demerger (the “Scheme”) of Real Estate (RE) Undertaking of Nila Infrastructures Ltd (the “Demerged Company”) into Nila Spaces Ltd (the “Resultant Company”) under section 230 to 232 and other applicable provisions of the Companies Act, 2013 with Appointed Date of 1 April 2017; GRUH Finance Ltd (GRUH) has to reassess the total/combined (i.e. Nila Infrastructures Ltd Nila Spaces Ltd) sanctioned limit of Rs. 9,500.00 lakhs, wherein the total/combined outstanding at 31 March 2018 is Rs. 6,871.65 lakhs. As per the letter received from GRUH dated 19 March 2018; the said total/combined exposure is to be bifurcated amongst Nila Infrastructures Ltd and Nila Spaces Ltd as Rs. 3,000.00 lakhs and Rs. 6,500.00 lakhs respectively. Accordingly, the corresponding outstanding Rs. 2,113.23 lakhs is considered for Nila Infrastructures Ltd and the rest for Nila Spaces Ltd. Pending such (re)assessment by GRUH, the said outstanding Rs. 2,113.23 lakhs is classified as other current financial liability.

(2) There is no amount due to be transfer to Investor Education and Protection Fund as at 31 March 2018.

Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuation service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service.

Leave encashment

Provision for leave encashment cover the Company’s liability for earned leave.

Note-3

Related Party Transactions

(A) Subsidiaries: Nila Terminal (Amerli) Private Limited

(B) Joint venture : Kent Residential and Industrial Park LLP

Romanovia Industrial Park Private Limited

(C) Associate Vyapnila Terminals (Modasa) Private Limited

(D) Enterprise in which Key Managerial Personnel have significant influence Sambhaav Media Limited

Disclosure of transactions between the Company and Related Parties (Other than key - managerial personnel)

Note-4

Employee benefits

A. Defined benefit plans:

Gratuity

The Company operates a defined benefit plan (the gratuity plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and tenure of employment. The liability in respect of gratuity being defined benefit schemes, payable in future, are determined by actuarial valuation as on balance sheet date.

The following tables set out the funded status of the gratuity plans and the amounts recognised in the Company’s standalone financial statements as at 31 March 2018, 31 March 2017 and 1 April 2016:

Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:

The sensitivity analyses presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

The obligations are measured at the present value of estimated future cash flows by using a discount rate that is determined with reference to the market yields at the Balance Sheet date on Government Bonds which is consistent with the estimated terms of the obligation.

The estimate of future salary increase, considered in the actuarial valuation, takes account of inflation, security, promotion and other relevant factors such as supply and demand in the employment market.

B. Other long term employee benefits Compensated absences

The accrual for unutilised leave is determined for the entire available leave balance standing to the credit of the edmployees at the year end. The value of such leave balances that are eligible for carry forward is determined by an acturial valuation as at the end of the year and acturial gains and losses are charged to the statement of profit and loss. Amount of ‘31.40 lakhs (31 March 2017: Rs. 10.43 lakhs) towards leave benefits is recognised as an expense and included in “Employee benefits expense” in the Statement of Profit and Loss.

C. Defined contribution

Contribution to provident fund and employee state insurance contribution

Amount of Rs. 4.92 lakhs (31 March 2017: Rs. 4.84 lakhs) paid towards contribution to provident funds (including administration charges) and Employee state insurance contribution is recognised as an expense and included in “Employee benefits expense” in the Statement of Profit and Loss.

Note-5

Operating segment

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components, and for which discrete financial information is available. All operating segments’ operating results are reviewed regularly by the Company’s Chief Managing Director (CMD) to make decisions about resources to be allocated to the segments and assess their performance. The Company’s operations fall under single segment namely “Infrastructure Business”, taking into account the risks and returns, the organization structure and the internal reporting systems. Board of Directors are Chief Operating Decision Maker (CODM) of the Company. Further, there are no export sales and hence there is no reportable secondary segment. All assets are located in the company’s country of domicile.

Note-6

Operating Lease

A. Leases as lessor

The Company’s significant lease arrangements are in respect of lease for building. These leasing arrangements are cancellable by mutual consent after lock-in-period. The aggregate lease rental income of Rs. 299.84 lakhs is accounted in the Statement of Profit and Loss. (refer note 25)

The future minimum lease receivable under non-cancellable operating leases are as follows:

B. Leases as lessee

The Company has taken office premises on lease. The terms of lease includes terms of renewals, increase in rent in future periods, terms of cancellation, etc. The agreement is executed for a period of 3 years with a renewable clause and also provide for termination at will by either party giving a prior notice of 3 months at any time during the lease term.

Lease rental expense debited to statement of profit and loss is Rs. 10.70 lakhs (31 March 2017: Rs. 13.48 lakhs).

Note-7

Specified Bank Note

During the 2016 - 17, company had specified bank notes or other denomination note as defined in the MCA notification G.SR. 308 (E) dated 30 March 2017 on the details of Specified bank Notes (SBN) held and transacted during the period from 8 November 2016 to 30 December 2016, denomination wise SBNs and other notes as per the notification is given below :

*For the purpose of this clause, the term ‘Specified Bank Notes’ shall have same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.0 3407(E), dated 8 November 2016.

The disclosures regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 has not been made for the financial year 2017-18 since the requirement does not pertain to financial year ended 31 March 2018. Corresponding amounts as appearing in the audited financial statements for the year ended 31 March 2017 have been disclosed.

Note-8

Employee’s stock option plan

Nila Infrastructures Limited ESOP - 2014

Under the scheme, the Company had granted 1 1,000,000 and 2,580,000 equity - settled options to the employees on 28 November 2014 and 8 February 2016 respectively. The ESOP scheme included tenure and trade performance based option awards. However, having analyzing the compensation cost vis a vis benefits and due to corporate restructuring, the Board of Directors in the meeting held on 13 February 2018, decided to terminate the scheme and to cancel all the outstanding, vested and unvested stock options held by the employees as at 27 November 2017.

Note-9

Demerger of Nila Infrastructures Limited:

Discontinued operation on account of Demerger:

Pursuant to the approval of the Honourable National Company Law Tribunal (‘NCLT’) vide order dated 9 May 2018 to the Scheme of Arrangement (“the Scheme”) under section 230-233 and other provisions of the Companies Act, 2013, the assets and liabilities pertaining to real estate undertaking of the Company, were transferred to and vested in the Nila Spaces Limited (‘wholly owned subsidiary of the Company’) with effect from the appointed date viz., 1 April 2017 in accordance with the Scheme so sanctioned. The Scheme has been filed with Registrar of the Companies (‘ROC’) on 11 May 2018 and has, accordingly, been given effect in these financials statements.

Following is the accounting treatment made in the books of the Demerged Company i.e. Nila Infrastructures Limited pursuant to the approved Scheme and in accordance with applicable accounting standard.

1) The assets and liabilities pertaining to the Real Estate Undertaking of the Demerged Company being transferred to Nila Spaces Limited, at book value as on the Appointed Date since the shareholders before and after the scheme remain unchanged.

2) Upon the Scheme being effective, the inter-company balances, if any, appearing in the books of accounts of the Demerged Company pertaining to the Real Estate Undertaking and the Resulting Company shall stand cancelled.

3) The aggregate of excess assets over the liabilities of the Real Estate Undertaking transferred to the Resulting Company and the cancellation of the equity shares held by the Demerged Company in the paid-up share capital of the Resulting Company, shall be debited to equity in the sequence as mentioned in the approved scheme and hence the differential amount of Rs. 13,665.63 lakhs as at 1 April 2016 and Rs. 14,454.62 lakhs as at 31 March 2017, has been debited to securities premium and the surplus in the Statement of Profit and Loss account respectively of the Demerged Company.

4) The fi nancial information in respect of prior periods have been restated as if the scheme has been given effect from the beginning of the preceding period in the financial statements, irrespective of the actual date as per the requirement of applicable accounting standard.

Note-10 Financial Instruments - Fair Value And Risk Measurements

A. Accounting classification and fair values

The carrying amounts and fair values of financial instruments by class are as follows:-

* Fair value of financial assets and liabilities measured at amortised cost is not materially different from the amortised cost. Further, impact of time value of money is not significant for the financial instruments classified as current. Accordingly, the fair value has not been disclosed separately.

Note a: The Company has opted to measure its investments in subsidiaries, joint ventures and associate at deemed cost, i.e. previous GAAP carrying amount, except for its investment in one of the joint venture - Romanovia Industrial Park Private Limited, which has been measured at fair value at the date of transition. If an entity chooses to measure its investment at fair value at the date of transition than that is deemed cost of such investment for the Company and, therefore, it shall carry its investment in at that amount (i.e. fair value at the date of transition) after the date of transition. Since these are scope out of Ind AS 109 for the purpose of measurement, the same have not been disclosed in the tables above.

Fair value hierarchy

The fair value of financial instruments as referred above have been classified into three categories depending on the inputs used in valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level I measurements) and lowest priority to unobservable inputs (Level III measurments).

The categories used are as follows:-

Input Level I (Directly Observable) : which includes quoted prices in active markets for identical assets such as quoted price for an equity security on Security Exchanges.

Input Level II (Indirectly Observable) : which includes prices in active markets for similar assets such as quoted price for similar assets in active markets, valuation multiple derived from prices in observed transactions involving similar businesses, etc.

Input Level III (Unobservable): which includes management’s own assumptions for arriving at a fair value such as projected cash flows used to value a business, etc.

B. Measurement of fairvalues

i) Valuation techniques and significant unobservable inputs

The fair value of the investment in quoted investment in equity shares is based on the current bid price of investment at balance sheet date

ii) Transfers between Levels I and II

There has been no transfer in between Level I and Level II

iii) Level III fair values

There are no items in Level III fair values.

C. Financial risk management

The Company has a well-defined risk management framework. The Board of Directors of the Company has adopted a Risk Management Policy. The Company has exposure to the following risks arising from financial instruments:

- Credit risk ;

- Liquidity risk ;

- Market risk ; and

- Interest risk ;

Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors evaluate and exercise independent control over the entire process of risk management. The board also recommends risk management objectives and policies.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

(i) Credit risk

Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or fail to pay amounts due causing financial loss to the company. The potential activities where credit risks may arise include from cash and cash equivalents and security deposits or other deposits and principally from credit exposures to customers relating to outstanding receivables. The maximum credit exposure associated with financial assets is equal to the carrying amount. Details of the credit risk specific to the company along with relevant mitigation procedures adopted have been enumerated below:

Trade and other receivable

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base. As per Company’s policy only well established institution/corporates are approved as counterparties. Exposure per counterparty is continuously monitored.

An impairment analysis is performed at each reporting date based on the facts and circumstances existing on that date to identify expected losses on account of time value of money and credit risk. The company reviews the receivables in light of their historical payment patterns and adjusts the same to estimate the expected loss on account of credit worthiness of the customer or delay in payments leading to loss of time value of money.

The Company does not have any concentration of credit risk as the customers / dealers are widely dispersed. Receivables from any single customer / dealer does not exceed 10% of the total sales.

Impairment

As at the end of the reporting periods, the ageing of trade and other receivables that were not impaired was as follows:

The above receivables which are past due but not impaired are assessed on case-to-case basis. Management is of the view that these financial assets are not impaired as there has not been any adverse change in credit quality and are envisaged as recoverable based on the historical payment behaviour and extensive analysis of customer credit risk, including underlying customers’ credit ratings, if they are available. Consequently, no additional provision has been created on account of expected credit loss on the receivables. There are no other classes of financial assets that are past due but not impaired.

The movement in the provision for doutbful debts in respect of trade receivables during the year was as follows:-

Cash and bank balances

The Company is also exposed to credit risks arising on cash and cash equivalents and term deposits with banks. The Company believes that its credit risk in respect to cash and cash equivalents and term deposits is insignificant as funds are invested in term deposits at pre-determined interest rates for specified period of time. For cash and cash equivalents and other bank balances, only high rated banks are accepted.

Other financial assets

Other financial assets includes loan to employees and related parties, security deposits, etc. Credit risk arising from these financial assets is limited and there is no collateral held against these because the counterparties are group companies, banks. Banks have high credit ratings assigned by the international credit rating agencies.

(ii) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or other financial asset. The Company’s financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. In addition to the Company’s own liquidity, it enjoys credit facilities with the reputed bank and financial institutions.

Management monitors the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company’s liquidity management policy involves periodic reviews of cash flow projections and considering the level of liquid assets necessary, monitoring balance sheet, liquidity ratios against internal and external regulatory requirements.

(iii) Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect the Company’s income. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and debt. The company does not have any transactions in foreign currency. And accordingly, company does not have currency risk.

(iv) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s liquidity and borrowing are managed by professional at senior management level. The interest rate exposure of the Company is reduced by matching the duration of investments and borrowings. The interest rate profile of the Company’s interest - bearing financial instrument as reported to management is as follows:

Interest rate sensitivity

Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of change in interest rates. The following table demonstrates the sensitivity of floating rate financial instruments to a reasonably possible change in interest rates. The risk estimates provided assume a parallel shift of 100 basis points interest rate across all yield curves. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.

Note-11

Capital management

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The board of directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. The Company monitors capital using a ratio of ‘Debt’ to ‘Equity’. For this purpose, ‘Debt’ is meant to include long-term borrowings, short-term borrowings and current maturities of long-term borrowings. ‘Equity’ comprises all components of equity. The Company’s debt to equity ratio as at the end of the reporting periods are as follows:

Note-12

Transition to Ind AS

The company has adopted Ind AS with effect from 1 April 2016 being the transition date (““transition date”“). These financial statements, for the year ended 31 March 2018, are the first the company has prepared in accordance with Ind AS. For periods up to and including the year ended 31 March 2017, the company prepared its financial statements in accordance with Indian GAAP, including accounting standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended).

The accounting policies set out in Note 3 have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1 April 2016.

In preparing the opening Ind AS balance sheet, the company has adjusted amounts reported in financial statements prepared in accordance with I GAAP. An explanation of how the transition from IGAAP to Ind AS has affected our financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables. On transition, estimates previously made under IGAAP have not been revised.”

Exemption Applied Mandatory Exceptions Estimates:

An entity’s estimates in accordance with Ind ASs at the transition date to Ind AS and end of the comparative period shall be consistent with estimates made Under the Previous GAAP unless there is objective evidence that those estimates were in error. Accordingly, the Company’s Ind AS estimates as on the transition date as well as end of the comparative period are consistent with the estimates made Under the Previous GAAP on the respective dates.

Classification and measurement of financial assets:

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of the financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable.

Optional Exemptions

Deemed cost for property, plant and equipment (PPE), intangible assets and investment properties

Ind AS 101 permits a first-time adopter to elect to continue with the previous GAAP carrying value for all of its property, plant and equipment as recognised in the financial statements as at the transition date to Ind AS and use that as the deemed cost after making necessary adjustments for de-commissioning liabilities (if any). This can also be used for investment properties covered by Ind AS 40 Investment Properties.

Accordingly, the Company has elected to carry forward the IGAAP carrying value of all its property, plant and equipment and investment properties as the deemed cost on transition to Ind AS.

Deemed cost for Investment in subsidiaries, associate and arrangements

Ind AS 101 permits a first time adopter to determine the value of investments in subsidiaries, associate and joint arrangement as either of the below:

(i) Cost determined in accordance with Ind AS 27 (i.e. retrospective application of Ind AS 27)

(ii) Fair Value at the entity’s date of transition to Ind AS

(iii) Previous GAAP carrying amount

A first-time adopter may choose either (i) or (ii) above to measure its investment in each subsidiary, joint venture or associate that it elects to measure using a deemed cost.”

If an entity chooses to measure its investment at fair value at the date of transition than that is deemed cost of such investment for the Company and, therefore, it shall carry its investment in at that amount (i.e. fair value at the date of transition) after the date of transition.

Accordingly, the Company has opted to measure its investments in subsidiaries, joint ventures and associates at deemed cost, i.e. previous GAAP carrying amount, except for its investment in joint venture - Romanovia Industrial Park Private Limited, which has been measured at fair value at the date of transition.

Business Combination

Ind AS 101 permits an entity to apply the requirements of Ind AS 103 - Business combinations (Ind AS 103) prospectively from the transition date or opt for retrospective application of Ind AS 103. Retrospective application could be either done since inception or from a date determined by the management. Accordingly, the Company has elected not to restate past business combinations with an acquisition date prior to the transition date. However, any consequential deferred tax adjustments as required by Ind AS have been duly considered.

Employees Stock Option Plan

Ind AS 101 permits first time adopter not to apply Ind AS 102 retrospectively to the equity instrument that are vested before the date of transition to Ind AS. Accordingly, the company has elected not to apply Ind AS 102, to the options that are vested before transition date.

* The previous GAAP figures have been reclassified to conform Ind AS presentation requirements for the purpose of this note. Further, Previous GAAP figures are after taking into impact on accoune of scheme of arrangement (refer note 41 for more details).

* The previous GAAP figures have been reclassified to conform Ind AS presentation requirements for the purpose of this note. Further, Previous GAAP figures are after taking into impact on accoune of scheme of arrangement (refer note 41 for more details).

Cash flow statement

No significant effect on cash flow.

Notes to reconciliation:

R1 Proposed Dividend

Under previous GAAP, proposed dividends and related dividend distribution tax was recognised as a provision in the year to which they relate, irrespective of when they are declared. Under Ind AS, dividends and related dividend distribution tax are recognised as a liability in the year in which it is approved by the shareholders in the Annual General Meeting of the Company. Accordingly, the liability of proposed dividend of Rs. 490.16 lakhs (including tax on proposed dividend) included under provision has been reversed as at 1 April 2016. This has resulted in increase of equity by Rs. 490.16 lakhs.

R2 Transaction cost for loans and borrowings

Under the previous GAAP, transaction costs incurred in connection with interest bearing loans and borrowings were charged to profit or loss when incurred. Under Ind AS, transaction costs are included in the initial recognition amount of financial liability and charged to profit or loss using the effective interest rate method. This has resulted in increase of equity by Rs. 56.65 lakhs and Rs. 45.13 lakhs on 1 April 2016 and 31 March 2017 respectively.

R3 Fair valuation of Employee’s Stock Option Plan

Under the previous GAAP, the cost of equity-settled employee shares-based plan were recognised using the intrinsic method. Under Ind AS, the cost of equity-settled share based payment plan is recognised based on the fair value of the options as at the grant date. Consequently, the amount recognised in share based payment reserve account increased by Rs. 185.30 lakhs and Rs. 184.38 lakhs as at 1 April 2016 and 31 March 2017. The profit for the year ended 31March 2017 was decreased by Rs. 48.17 lakhs.

R4 Remeasurement of Defined Employee Benefit Plan

Under Ind AS, re-measurement i.e. actuarial gain loss and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurement were forming part of the profit or loss for the year. However there is no total impact on equity.

R5 Staraightlining of lease rentals

Under previous GAAP, lease rental income is required to be recognised on a straight-line basis over the term of the lease. Under Ind AS, lease rental income which is structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases, are required to be recognised as income in line with its contractual term. However, as the structured increase in lease rentals are different than general inflation, it has resulted in increase in equity by Rs.15.95 lakhs and Rs.13.02 lakhs as at 1 April 2016 and 31 March 2017 respectively.

R6 Discounting of security deposit for leases

Under Previous GAAP, the security deposits for leases are accounted at an undiscounted value. Under Ind AS, the security deposits for leases have been recognised at discounted value and the difference between undiscounted and discounted value has been recognised as ‘Deferred lease rent’ which has been amortised over respective lease term as rent income under ‘other operating revenue’. The discounted value of the security deposits is increased over the period of lease term by recognising the notional interest. This has resulted in decrease of equity by Rs. 1.16 Lakhs and ‘ 0.55 Lakhs as at 1 April 2016 and 31 March 2017 respectively.

R7 Fair value of Investments other than investments in subsidiaries, associate and joint venture

Under the Previous GAAP, investments in equity shares of entities not consolidated were classified as longterm investments measured at cost less provision for other than temporary diminution in the value. Under Ind AS, these investments have been fair valued through the Statement of Profit and Loss. This has decreased the equity by Rs. 1.22 lakhs as at 1 April 2016.

R8 Change in revenue recognition policy in line with Ind AS

Under Ind AS, contract revenue with respect to public private partnership arrangement for development of slum areas is recognised at fair value of the consideration received or receivables with a corresponding effect in to Land Rights and Transferrable Development Rights.

R9 Fair valuation of Investment in joint ventures

The Company has elected to measure investment in equity shares of Romanovia Industrial Park Private Limited at the date of transition at its fair value and use that fair value as its deemed cost as at that date. Accordingly investments in equity shares of joint venture has increased by Rs. 1,250 lakhs as at 1 April 2016 and 31 March 2017.

R10 Other miscellaneous adjustments not having an impact on equity

a Building in the nature of investment property as defined under Ind AS 40 - Investment Property has been disclosed separately in the Standalone Balance Sheet

b Loans and Advances to related parties which are repayable on demand have been disclosed in current loans and advances.

Note-13

Events Occuring after Balance sheet date

Honourable National Company Law Tribunal (‘NCLT’) vide order dated 09 May 2018 approved the Scheme of Arrangement (“the Scheme”) under section 230-233 and other provisions of the Companies Act, 2013, for transfer of Real Estate business. The same being Adjusting Event, the Company has adjusted the amounts reported in the Financial Statements to take into impact of the Order.

Note-14

Previous year figures have been regrouped/reclassified wherever necessary to confirm to current year presentation


Mar 31, 2016

b. Terms / rights attached to Equity shares

The company has one class of equity shares having a par value of Rs, 1 per share. Each shareholder is eligible for one vote per share held. 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, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

The above mentioned appeal allowed by the CIT, Appeal 9 Ahmadabad against which department has filed appeal before ITAT

1. Employee Benefits Defined Contribution Plan:

a) Amount of Rs, 410,145/- (P.Y. Rs, 679,502/-) is recognized as an expense and included in Employee Benefits Expense in note no. 21 to statement of profit and loss.

b) As per Accounting Standard 15 "Employee benefits", the disclosures as defined in the Accounting Standard are given below:

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit

Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for Leave Encashment is recognized in the same manner as Gratuity.

Consequent upon adoption of Accounting Standard on "Employee Benefits" (AS - 15) (Revised 2005) issued by the Institute of Chartered Accountants of India, as required by the Standards, the following disclosures are made:

The details of Gratuity (unfunded) are given below:

2. Segment Reporting

Since the company has only one primary reportable segment, there is no separate reportable segment as required in Accounting Standard - 17 issued by the Institute of Chartered Accountants of India. Also there being no business outside India, the entire business has been considered as single geographic segment.

3. As per Accounting Standered-18, the disclosures of transaction with Related Parties are as under:

a) List of Related Parties and nature of relationship thereto.

Relationship : Name of Related Parties

Subsidiary, Associates & Joint Ventures : Nila Projects LLP

Fangdi Land Developers LLP

Nilsan Realty LLP

Shree Matangi Projects LLP

Kent Residential and Industrial Park LLP

Romanovia Industrial Park Pvt Ltd

Sarathi Industrial Park Pvt Ltd

Megacity Cinemall Pvt. Ltd

Key Managerial Personnel : Manoj B. Vadodaria

Kiran B. Vadodaria

Enterprise in which Key Managerial Personnel

have significant influence : Sambhaav Media Limited

b) Transactions during the year with Related Parties:

The following transactions were carried out with Related Parties in the ordinary course of business:

4. The company had not received any intimation from "suppliers" regarding their status under the Micro, Small & Medium Enterprise Act, 2006, and hence disclosures, if any, relating to amounts unpaid as at March 31, 2016 together with interest paid or payable as required under said act, have not been given.

5. Income from Infrastructure project has been recognized as per Accounting Standard 7, "The company has change the policy from this year for revenue recognition. Revenue has been recognized on the basis of work done and as per the terms of the tender / contract. The company records revenue of its infrastructure projects based on running bill raised and the company has recognized revenue as per Accounting Standard-7, as per tender terms Rs,1803 lacs, gross profit of the company has increased by Rs, 222 lacs due to this revenue recognition. Expenditure for the said revenue is accounted on accrual basis".

6. The information required as per Companies Act, 2013 regarding quantitative information is as follows.

7. Details of loans given, investments made covered u/s 186(4) of the Companies Act, 2013, and Disclosures pursuant to clause 32 of listing agreement.

The details of loan given and investment made are given under the respective heads. The loans given are for the general business purpose of the borrower details of disclosure pursuant to clause 32 of the listing agreement are given in note no. 28.

8. There is no foreign transaction during the year under consideration.

9. The previous year''s figure have been reworked, regrouped and reclassified wherever necessary.


Mar 31, 2015

1. Corporate Information

Nila Infrastructures Ltd is a Company based in Ahmedabad, Gujarat. It is currently engaged in construction as well as development of real estate and infrastructure projects. Nila Infrastructures Ltd is a public company incorporated on February 26, 1990 and listed on BSE and NSE (Bombay Stock Exchange and National Stock Exchange).

1. SHARE CAPITAL

a. Terms / rights attached to Equity shares

The company has one class of equity shares having a par value of Rs. 1 per share. Each shareholder is eligible for one vote per share held. 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, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

2. Contingent Liabilities not provided for is as under (Amount in Rs.)

As at As at Particulars 31/03/2015 31/03/2014

Income Tax Demands for A.Y. 2011-12 matter before CIT(Appeal), Ahmedabad 7,593,770 10,824,480

3. Employee Benefits

a) Defined Contribution Plan

Amount of Rs. 679,502 (PY. Rs. 351,365) is recognized as an expense and included in Employee Benefits Expense in Note 21 to statement of profit and loss.

b) As per Accounting Standard - 15 "Employee benefits", the disclosures as defined in the accounting Standard are given below:

The present value of gratuity obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for Leave Encashment is recognised in the same manner as Gratuity.

Consequent upon adoption of Accounting Standard on "Employee Benefits" (AS - 15) (Revised 2005) issued by the Institute of Chartered Accountants of India, as required by the Standards, the following disclosures are made:

4. Segment Reporting

Since the company has only one primary reportable segment i.e. Construction and Development of Infrastructure and Real Estate Projects, there is no separate reportable segment as required in Accounting Standard - 17. Also there being no business outside India, the entire business has been considered as single geographic segment.

5. As per Accounting Standard - 18, the disclosures of transaction with Related Parties are as under

a) List of Related Parties and nature of relationship thereto.

Relationship : Name of Related Parties

Subsidiary : Nila Projects LLP Fangdi Land Developers LLP

Associates & Joint Ventures : Nilsan Realty LLP Shree Matangi Projects LLP Mega City Cinemall Pvt. Ltd

Key Managerial Personnel : Manoj B. Vadodaria Kiran B. Vadodaria

Enterprise in which Key Managerial Personnel have : Sambhaav Media Limited significant influence

6. Lease: (In terms of Accounting Standard - 19)

The Company has provided lease facilities under usually cancellable / renewable operating lease. The future minimum lease payment receivable in respect of these lease as at March 31,2015 are:

7. The company had not received any intimation from "suppliers" regarding their status under the Micro, Small & Medium Enterprise Act, 2006, and hence disclosures, if any, relating to amounts unpaid as at March 31, 2015 together with interest paid or payable as required under said act, have not been given.

8. Details of loans given, investments made covered u/s 186(4) of the Companies Act, 2013, and disclosures pursuant to clause 32 of the listing agreement

The details of loan given and investment made are given under the respective heads. The loans given are for the general business purpose of the borrower. Details of the disclosures pursuant to clause no. 32 of the listing agreement are given in Note 28.

9. There is no foreign transaction during the year under consideration.

10. The previous year's figures have been reworked, regrouped and reclassified wherever necessary.


Mar 31, 2014

1. Corporate Information:

Nila Infrastructures Ltd is a Company based in Ahmedabad, Gujarat. It is currently engaged in construction as well as development of real estate and infrastructure projects. Nila Infrastructures Ltd is a public company incorporated on 20th February, 1990 and listed on BSE (Bombay Stock Exchange).

2. Contingent Liabilities not provided for is as under: (Amount in Rs.)

As on As on Particulars 31-03-2014 31-03-2013

1 Bank Guarantees given in respect of performance of contracts in favour of Municipal Commissioner, Ahmedabad Municipal Corporation for BRTS Bus Shelter Project.

Phase I Project( upto 15/12/2013) - 1 25 69 906

Phase II Project( upto 25/10/2014) 1,00,91,863 1 00 91 863

LIG-6 package under mukhyamantri avas yojna Project( 05/04/2016) 3,17,06,000 -

Multistoried Parking-Navrangpura (upto 31-01-2016) 2,57,82,320 -

BRTS 13 Project(upto 19-12-2016) 83,11,153 -

Rajeev Avas Yojna(upto 24-08-2014) 29,61,600 -

2 In favour of Adani Infrastructure & Developers Pvt. Ltd. for Construction work of project at Tragad, Ahmedabad (upto 10-03-2015) 1,30,00,000 1,30,00,000

3 In favour of Rajasthan Avas Vikas & Infrastructure Ltd. for Construction work of project at Jodhpur Rajasthan Megahousing Project (upto 22-04-2016) 2,54,70,757 -

Total Bank Guarantees Issued* 11,73,23,693 3,56,61,769

* The Company have placed margin money deposit of Rs. 1,39,28,950/-(P.Y. 70,12,355/-) (Inclusive of accrued interest) with issuer bank.

3. Employee Benefits:

a) Defined Contribution Plan:

Amount of Rs. 2 11 429/- (P.Y. Rs. 1 61 920/-) is recognized as an expense and included in Employee Benefits Expense in Note No. 22 to statement of profit and loss.

b) As per Accounting Standard 15 "Employee benefits", the disclosures as defined in the Accounting Standard are given below:

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for Leave Encashment is recognized in the same manner as Gratuity.

Consequent upon adoption of Accounting Standard on "Employee Benefits" (AS – 15) (Revised 2005) issued by the Institute of Chartered Accountants of India, as required by the Standards, the following disclosures are made:

4. Segment Reporting:

Since the company has only one primary reportable segment, there is no separate reportable segment as required in AS- 17 issued by the Institute of Chartered Accountants of India. Also there being no business outside India, the entire business has been considered as single geographic segment.

5. As per Accounting Standered-18, the disclosures of transaction with Related Parties are as under:

a) List of Related Parties and nature of relationship thereto.

Relationship : Name of Related Parties

Associates & Joint Ventures : Nilsan Realty LLP Shree Matangi Projects LLP Fungadi Land Developers LLP Megacity Cinemall Pvt. Ltd.

Key Managerial Personnel : Manoj B. Vadodaria Kiran B. Vadodaria

Enterprise in which Key Managerial Personnel have significant influence : Sambhaav Media Limited

b) Transactions during the year with Related Parties:

The following transactions were carried out with Related Parties in the ordinary course of business:

c) The above Related Party transactions contains following material transactions (As per Accounting Standered-18):

6. The company had not received any intimation from "suppliers" regarding their status under the Micro, Small & Medium Enterprise Act, 2006, and hence disclosures, if any, relating to amounts unpaid as at 31st of March 2014 together with interest paid or payable as required under said act, have not been given.


Mar 31, 2013

1. Corporate Information

Nila Infrastructures Limited is a Company based in Ahmedabad, Gujarat. It is currently engaged in construction as well as development of real estate and infrastructure projects. Nila Infrastructures Ltd is a public company incorporated on 26th February, 1990 and listed on BSE (Bombay Stock Exchange).

2. Employee Benefits

a) Defined contribution plans:

Amount of Rs. 1,61,920/- (P.Y. Rs.1,68,313/-) is recognised as an expense and included in Employee Benefits Expense in note no. 22 to statement of profit and loss.

b) Defined benefit Plans

As per Accounting Standard 15 "Employee benefits", the disclosures as defined in the Accounting Standard are given below: The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for Leave Encashment is recognized in the same manner as Gratuity.

Consequent upon adoption of Accounting Standard on "Employee Benefits" (AS - 15) (Revised 2005) issued by the Institute of Chartered Accountants of India, as required by the Standards, the following disclosures are made:

3. Segment Reporting

Since the company has only one primary reportable segment, there is no separate reportable segment as required in Accounting Standard - 17 issued by the Institute of Chartered Accountants of India. Also there being no business outside India, the entire business has been considered as single geographic segment.

4. Related Party Disclosure

As per Accounting Standard-18, the disclosures of transaction with Related Parties are as under:

List of Related Parties and nature of relationship thereto.

a) Relationship : Name of Related Parties

Associates & Joint-venturers : Nilsan Realty LLP

Shree Matangi Projects LLP Fangdi Land Developers LLP Mega City Cinemall Pvt. Ltd.

Key Managerial Personnel : Manoj B. Vadodaria

Kiran B. Vadodaria

Enterprise significantly influenced by key management personnel : Sambhaav Media Limited

5. The company had not received any intimation from "suppliers" regarding their status under the Micro, Small & Medium Enterprise Act, 2006, and hence disclosures, if any, relating to amounts unpaid as at 31st of March, 2013 together with interest paid or payable as required under said act, have not been given.

6. The previous year''s figures have been reworked, regrouped, rearranged and reclassified wherever necessary.


Mar 31, 2012

1. Contingent Liabilities not provided for is as under: (Amount in Rs.)

As on As on Particulars 31st March, 2012 31st March, 2011

Bank Guarantees given in respect of performance of contracts in favour of Municipal Commissioner,

Ahmedabad Municipal Corporation for

BRTS Bus Shelter Project.

Phase I Project( upto 15-12-2013) 1,25,69,906 1,25,69,906

Phase II Project( upto 27-10-2014) 1,00,91,863 - Total Bank Guarantees Issued 2,26,61,769 1,25,69,906

Less : Amount of Margin Money kept with Bank (including accrued interest on Margin Money) (41,58,443) (36,07,260)

Net amount of Contingent Liabilities 1,85,03,326 89,62,646

2. Employee Benefits:

As per Accounting Standard 15 "Employee benefits", the disclosures as defined in the Accounting Standard are given below:

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for Leave Encashment is recognized in the same manner as Gratuity.

Consequent upon adoption of Accounting Standard on "Employee Benefits" (AS - 15) (Revised 2005) issued by the Institute of Chartered Accountants of India, as required by the Standards, the following disclosures are made:

3. Segment Reporting:

Since the company has only one segment, there is no separate reportable segment as required in AS- 1 7 issued by the Institute of Chartered Accountants of India.

4. As per Accounting Standard-18, the disclosures of transaction with Related Parties are as under:

List of Related Parties and nature of relationship thereto.

5. The company had not received any intimation from "suppliers" regarding their status under the Micro, Small & Medium Enterprise Act, 2006, and hence disclosures, if any, relating to amounts unpaid as at 31st of March, 2012 together with interest paid or payable as required under said act, have not been given.

6. In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realized, in the ordinary course of business. Provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

7. As notified by ministry of corporate affairs, revised schedule VI under the companies act, 1956 is applicable to the financial statement for the financial year commencing on or after 1st April, 2011. Accordingly, the financial statement for the year ended on 31st March, 2012 is prepared in accordance with the revised schedule VI. The amount and disclosure included in the financial statement of the previous year have been reclassified to conform to the requirement of revised schedule VI.


Mar 31, 2011

(1) Figures of previous, year have been regrouped, rearranged and recast wherever necessary.

(2) The details of security altered for Term loans shown under Schedule 'C' to the Balance Sheet are as follows:

(i) The Cash Credit facility from Allahabad Bank against Hypothecation of Stocks, book debts and all Other current assets of the company both present and future as well as collateral security of registered mortgage of open land situated at mouje Ranip Taluka : City and Registration District Sub-District at Ahmedabad - 4 (Paldi)Land Revenue Survey No. 224/1/1 paiki eastern side land admeasuring about 9 150 Sq. mtrs out of total admeasuring about 19155 sq. mtrs.

(ii) The Overdraft facility from Allahabad Bank is against Lien on Fixed Deposit of Rs- 1.70 Crores.,

(iii) The Loan from Dana Bank is secured by way of second charge through extension of equitable mortgage on property situated at 2nd to 3th Floors, Sambhagv House, Bodakdev. Ahmedabad and first charge through equitable mortgage on promoters land bearing FP 48/1 of TPS no. B4A of Makarba [survey no. 47/1 of mouje Makarba], Ahmedabad admeasuring about 7 499 So,. Meters. It is further secured by personal guarantee of Directors and their relatives,

(iv) The Loan against property obtained from indiabulls Financial Services Ltd, is secured by way of registered mortgage of promoters' Bungalows No. 1.2,3 Situated at Anjani Avenue, Nr, Sambhaav Press, Judges Bungalows Road. Bodahdev. Ahmedabad and personal guarantee of the promoters.

(v) The Term Loan from Gruh Finance Ltd, is secured by way of

a. Equitable mortgage of land admeasuring 1 26 624 sq.ft of the project - 'Asmaakam" located at Revenue Survey no.764 paiki. 768/1 and 768/2 village Vejaipur, Ahmedabad along with existing construction thereon, both present and future.

b. Lien on 117 flats aggregating to 1 30 221 sq. fts in the project - 'Asmaakam* and Personal Guarantee of Mr. Manoj Vadodaria. Mr. Shailesh Vadodarla and Mr. Kiran Vadodaria.

c. Equitable mortgage of land admeasuring 28 320 sq.fts of the Project - "Anaahata" located at Revenue Survey no.l6/5 and 16/14 situated at Mouje; Makarba, Ahmedabad along with existing construction thereon, both present and future.

d. Lien on 25 flats aggregating to 30 825 sq fts in the project - "Anaahata" and Personal Guarantee of Mr, Manoj Vadodaria. Mr. Shailesh Vadodaria and Mr. Kiran Vadodaria.

e. Equitable mortgage of land admeasuring 29 633 sq.fts of the Project-"Anvayaa" located at Revenue Survey no. 16/2/3. 16/11, 16/16. 16/20 end 16/22 situated at Mouje: Makarba, Ahmadabad along with existing construction thereon. both present and future.

f. Lien on 28 flats aggregating to 51 660 sq.fts in the project - "Anvayaa" and Personal Guarantee of the Manoj Vadodaria Mr Shailesh Vadodaria and Mr. Kiran Vadodaria.

vi) All vehicle Loans are secured against hypothecation of Cars.

(vii) The Inter corporate Deposit accepted from Adani Enterprise Limited is secured by way Of Personal Guarantees and mortgage of land saturated at ThaiteJ. being subplots of survey no. 190 admeasuring 9 541 sq. mtrs. in the name of shri Kiran Vadodaria and subplot of survey no 190 admeasuring 259 sq. mtrs in the name of shri Manoj Vadodaria.

(3) Employee Benefits

(a) Gratuity(non funded)

Consequent upon adoption of Accounting Standard on "Employee Benefits" (AS - 15) (Revised 2005) issued by the institute of Chartered Accountants of India, as required by the standards, the blowing disclosures are made:

4) Segment Reporting;

Since the company has only one segment, there is no separate reportable segment as required in AS-17 issued by the Institute of Chartered Accountants of India.

5) Disclosure in respect of Accounting standars-27

(6) Related Party Disclosure:(In terms of Accounting Standard-18)

(a) List of related parties and nature of relationship there to

Relationship List of Related Parties

Associates Sambhaav Media Limited Nilasan Realty LLP Shree Matangi Projects LLP

Key Managerial Personnel Manoj B.Vadodaria

Kiran B.Vadodaria

Relatives of key Managerial Personnel Shailesh B.vadodaria

* Remuneration paid by the Transferor Company Pearl Stock Holding Pvt. Ltd.

7) The Company had not received any intimation from "suppliers" regarding their status under the Micro. Small & Medium Enterprise Act, 2006, and hence disclosures. if any, relating amounts unpaid as at 3lst of March 2011 together with interest paid or payable as required under said Act have not been given.

(8) Managerial Remuneration: a. Computation of net profit for calculation of Managerial Remuneration Amount in Rs.

b. Details of Payments and Provisions on account of Remuneration to Managerial personnel in accordance with Sec 349 end Sec 350 of the Companies Act. 1956. included in the Profit and Loss account as under

(9) AS this is an Infrastructure Company the information required as per Paragraph 4C of Part II of Schedule VI or the Companies Act 1956. regarding License Capacity, Installed Capacity and actual production are not required.


Mar 31, 2010

1) Disclosure in respect of Accounting Standard – 14

(i) Pursuant to the Scheme of Amalgamation [the Scheme] Under Section 391/394 of the Companies Act, 1956, Pearl Stockholdings Private Limited (Transferor Company) engaged in the activity of renting of immovable properties and others stand merged with Nila Infrastructures Limited (Transferee Company) w.e.f. 1st April, 2009 ("the Appointed Date") in terms of the Order dated 29th June, 2010 of Honble High Court of Gujarat, sanctioning the scheme and is effective from 19th July, 2010

(ii) With effect from the Appointed Date, all the business undertakings, assets, liabilities, rights and obligations of the Transferor Company stood transferred to and vested in the Transferee Company in consideration for issue of 86 (Eighty Six) equity shares of Re. 1 each in the Transferee Company viz. Nila Infrastructures Limited for every 10 equity shares of Re. 1/- each held in

Transferor Company viz. Pearl Stockholdings Private Limited.

(iii) The Transferor Company carried on all the businesses and activities for the benefit of and in trust for the Transferee Company from Appointed Date. Thus the profit or income accruing or arising to the Transferor Company or expenditure or loss arising or incurred by it from the appointed date are treated as profit or income or expenditure or loss as the case may be of the Transferee Company. The effect has accordingly been given in the accounts.

(iv) The amalgamation has been accounted for under the "Amalgamation in the nature of Purchase" method as prescribed in Accounting for Amalgamation as per AS – 14 issued by the Institute of Chartered Accountants of India (ICAI).

(v) The consideration have been allocated to the office premises and residential properties including furniture & fixtures, electrification, escalators, and investments of the Transferor Company at fair market value and to the other Assets and Liabilities at the book values.

(vii)Pursuant to sanction of the Scheme of Amalgamation, Authorized Share Capital of the Transferor Company Rs. 2 00 00 000 merged in the increased Authorized Share Capital of Rs. 35 00 00 000 divided into 35 00 00 000 equity shares of Re. 1 each.

2) Figures of previous year have been regrouped, rearranged and recast wherever necessary. In view of the aforesaid amalgamation w.e.f. 01/04/2009, the figures of the current year are not comparable with those of the previous year.

3) The details of security offered for the Term Loans shown under Schedule C to the Balance Sheet are as follows;

(i) The Term Loan from Gruh Finance Ltd. is secured by way of -

a. Equitable mortgage of land admeasuring 1 26 624 sq.ft located at Revenue Survey no.764 paiki, 768/1 and 768/2 village Vejalpur, Ahmedabad along with existing construction thereon, both present and future.

b. Equitable mortgage of land admeasuring 62 354 sq.ft situated at Final Plot no. 48/2 of T.P.S. no. 84/A, Village: Makarba, Ta.: Daskroi, Dist. Ahmedabad alongwith existing construction thereon, both present and future.

c. Lien on 117 flats aggregating to 1 30 221 sq. fts in the project – "Asmaakam" and Personal Guarantee of Mr. Manoj Vadodaria, Mr. Shailesh Vadodaria and Mr. Kiran Vadodaria.

(ii) The Loan against property obtained from Indiabulls Financial Services Ltd. is secured by way of registered mortgage of Promoters Bungalows No.1,2,3 situated at Anjani Avenue, Nr. Sambhaav Press, Judges Bungalows Road, Bodakdev, Ahmedabad and Personal Guarantee of the Promoters.

(4) Contingent Liabilities not provided for Amount in Rs. Particulars As on As on

31/03/2010 31/03/2009

Bank Guarantee of Rs. 73 29 706 [P.Y. Rs. 73 29 706/-] given to 52 90577 54 79 706

Municipal Commissioner, Ahmedabad in respect of development of 40 Nos. Bus Shelters on BRTS Route against which margin money in the form of Fixed Deposit of Rs. 20 39 129 [P.Y. Rs. 18 50 000/-] is kept. Bank Guarantee of Rs. 52 40 200 [P.Y. Rs. 52 40 200/-] given to 37 41 363 39 30 150

Municipal Commissioner, Ahmedabad in respect of development of 28 Nos. Bus Shelters on BRTS Route for RTO to Pirana against which margin money in the form of Fixed Deposit of Rs. 14 98 837 [P.Y. 13 10 050/-] is kept. Bank Guarantee of Rs. 6 50 000 [P.Y. Rs. Nil] given to Municipal 4 87 500 NIL

Commissioner, Ahmedabad in respect of tender for work of fabrication of Bus Shelters at various locations along Ahmedabad BRTS corridor against which margin money in the form of Fixed Deposit of Rs. 1 62 500 [P.Y. Nil] is kept. The Company has given corporate guarantee to Dena Bank 55 64 48 000 NIL

for credit facility of Rs. 5 564.48 Lacs obtained by Sambhaav Media Limited. The said guarantee have originally been provided by Pearl Stock Holdings Pvt. Ltd. (the Transferor Company) before amalgamation.

(5) Segment Reporting:

Since the company has only one segment, there is no separate reportable segment as required in AS- 17 issued by the Institute of Chartered Accountants of India.

(6) The company had not received any intimation from "suppliers" regarding their status under the Micro, Small & Medium Enterprise Act, 2006, and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid or payable as required under said act, have not been given.

(7) As this is a Infrastructure Company the information required as per Paragraph 4C of Part II of Schedule VI of the Companies Act, 1956, regarding License Capacity, Installed Capacity and actual production are not required.

(8) In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realised, in the ordinary course of business. Provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.


Mar 31, 2009

(1) Figures of previous year have been regrouped, rearranged and recast wherever necessary so as to make them comparable with those of current year.

(2) Change in depreciation method

During the year company has changed its policy for depreciation provision from Written Down Value Method at the rate & manner specified in Section 32 of the Income Tax Act, 1961 to Straight Line Method as per Schedule XIV of the Companies Act, 1956.

The change in depreciation method has resulted in reduction of depreciation charge by Rs. 16 54 303/-. Consequently, the Net Profit after taxation and the balance carried to the Profit and Loss Account for the year and the Net Fixed Assets as at 31st March. 2009 are higher by Rs. 16 54 303/-.

(3) The details of security offered for the Term loans shown under Schedule C to the Balance Sheet are as follows;

a. The Term Loan from Gruh Finance Ltd. is secured by way of :-

(i) Equitable mortgage of land admeasuring 1 26 624 sq.ft located at Revenue Survey no.764 paiki, 768/1 and 768/2 village Vejalpur, Ahmedabad along with existing construction thereon, both present and future.

(ii) Equitable mortgage of land admeasuring 62 354 sq.ft situated at Final Plot no. 48/2 of TRS. no. 84/A. Village: Makarba, Ta.: Daskroi, Dist. Ahmedabad alongwith existing construction thereon, both present and future.

(iii) Lien on units aggregating to i 03 850 sq. ft i.e. 105 flats in the project - "Asmaakam" and

(iv) Personal Guarantee of Mr. Manoj Vadodaria, Mr. Shailesh Vadodaria, Mr. KiranVadodaria.

b. The Loan against property obtained from Indiabulls Financial Services Ltd. is secured by way of registered mortgage of promoters Bungalows No. 1,2,3 situated at Anjani Avenue, Nr. Sambhaav Press, judges Bungalows Road, Bodakdev, Ahmedabad and personal guarantee ofthe promoters.

(4) Contingent Liabilities not provided for

Particulars As on As on 31/03/2009 31/03/2008

BankGuaranteeofRs.73,29.706/- given to Municipal 5479706 Nil Commissioner, Ahmedabad in respect of development of 40 Nos. Bus Shelters on BRTS Route against which margin money in the form of F.D. of Rs. 18.50,000/- is kept.

Bank Guarantee of Rs.52,40.200/-given to Municipal 3930150 Nil Commissioner, Ahmedabad in respect of development of 28 Nos. Bus Shelters on BRTS Route for RTO to Pirana against which margin money in the form of F.D.ofRs. 13 10050/-is kept.

(5) Segment Reporting:

Since the company has only one segment, there is no separate reportable segment as required in AS-1 7 issued by the Institute of Chartered Accountants of India.

(6) Related Party Disclosures: (In terms of Accounting Standard-18)

(a)

Relationship List of Related Parties

Associate Companies Sambhaav Media Limited Tanishq Hotels Limited

Directors Relatives Karan R. Vadodaria Siddharth R. Vadodaria

Key Managerial Personnel Manoj B. Vadodaria

(7) Deferred Tax:

As per Accounting Standard - 22 on Accounting for taxes 01, income issued by the Institute of Chartered Accountants of India, the company has accounted for deferred tax during the year.

(II) Based on the information available with the Company, there are no suppliers who are registered under the Micro, Small and Medium Enterprises Development Act, 2006 as at 31st March, 2009. Hence, the information as required under the Micro, Small and Medium Enterprises Development Act, 2006 is not disclosed.

(8) As this is a Infrastructure Company the information required as per Paragraph 4C of Part II of Schedule VI of the Companies Act, 1956, regarding License Capacity, Installed Capacity and actual production are not required.

(9) In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realized, in the ordinary course of business. Provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

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