1 BACKGROUND
Edelweiss Capital Limited (the Company) was incorporated as a public
limited company on 21 November 1995 and is the ultimate holding company
of Edelweiss group of entities. The Company is registered as a Merchant
Banker and Portfolio Management Advisor with the Securities & Exchange
Board of India (SEBI). The Company is principally engaged in
providing investment banking services and holding company activities
comprises of development, managerial and financial support to the
businesses of Edelweiss group entities.
1.2 Segment reporting
The Company’s business is organised and management reviews the
performance, based on the business segments as mentioned below:
Segment Activities covered
Agency business Advisory and transactional services
Holding company activities Development, managerial and financial
support to the businesses of Edelweiss
group entities
Income for each segment has been specifically identified. Expenditure,
assets and liabilities are either specifically identifiable with
individual segments or have been allocated to segments on a systematic
basis.
Based on such allocations, segmental balance sheet as at 31 March 2011
and segmental profit & loss account for the year ended 31 March 2011
have been prepared.
Since the business operations of the Company are primarily concentrated
in India, the Company is considered to operate only in the domestic
segment.
1.3 Related parties
(A) Subsidiaries which are controlled by the Company and with whom
transactions have taken place during the year
Edelweiss Securities Limited
Edelweiss Trading & Holdings Limited (formerly known as Edelweiss
Commodities Limited)
Edelweiss Insurance Brokers Limited
Edelweiss Finance & Investments Limited
Edelweiss Capital USA, LLC (wound-up during F.Y. 2009-10)
Edelweiss Trustee Services Limited
ECL Finance Limited
Edelweiss Custodial Services Limited
Edelcap Securities Limited
ECap Equities Limited
EC Commodity Limited
Edel Commodities Limited
Edelweiss Financial Products & Solutions Limited
Edelweiss Trusteeship Company Limited
Edelweiss Asset Management Limited
Edelweiss Broking Limited
Edelweiss Investment Advisors Limited (formerly known as Edelweiss
Property Advisors Limited)
Edel Land Limited
Edelweiss Web Services Limited (formerly known as Edelweiss Capital
Services Limited)
EC International Limited, Mauritius
Edelgive Foundation
Edelweiss Alternative Asset Advisors Limited
Edelweiss Housing Finance Limited
Edelweiss Tokio Life Insurance Company Limited
Edel Investments Limited
Allium Finance Private Limited (with effect from 15 June 2009)
(through Edelweiss Trading & Holdings Limited)
Arum Investments Private Limited (with effect from 15 June 2009 to 28
March 2011)
(through Edelweiss Securities Limited)
Edelweiss Capital (Singapore) Pte. Limited
Edelweiss Financial Advisors Limited (formerly known as Anagram Capital
Limited)
(through Edelweiss Securities Limited and Edelweiss Finance &
Investments Limited)
(B) Enterprise over which significant influence is exercised
Edelweiss Employee Welfare Trust
(C) Subsidiaries which are controlled by the Company and with whom no
transactions have taken place during the year
EC Global Limited (through Edelweiss Finance & Investments Limited)
Aster Commodities DMCC
(through EC International Limited, Mauritius)
ECap International Limited (through EC International Limited,
Mauritius)
(C) Subsidiaries which are controlled by the Company and with whom no
transactions have taken place during the year (Continued)
Edelweiss International (Singapore) Pte. Limited
(through Edelweiss Capital (Singapore) Pte. Limited)
Edelweiss Alternative Asset Advisors Pte. Limited
(through Edelweiss Capital (Singapore) Pte. Limited)
EAAA LLC, Mauritius (through EC International Limited, Mauritius)
EW Special Opportunities Advisors LLC (through EAAA LLC, Mauritius)
EW India Special Assets Advisors LLC (through EAAA LLC, Mauritius)
Comfort Projects Limited (through Edelweiss Trading & Holdings Limited)
Edelweiss Investment Advisors Private Limited, Singapore
(through Edelweiss Capital (Singapore) Pte. Limited)
Edelweiss Comtrade Limited (formerly known as Anagram Comtrade Limited)
(through Edelweiss Financial Advisors Limited)
Edelweiss Stock Broking Limited (formerly known as Anagram Stockbroking
Limited)(through Edelweiss Financial Advisors Limited)
Edel Finance Company Limited (formerly known as Dropadi Finance
Limited)
(through Edelweiss Financial Advisors Limited)
Edelweiss Capital Markets Limited (through Edelweiss Trading & Holdings
Limited)
EW Crossover Advisors LLC (through EAAA LLC, Mauritius)
(D) Associates
Edelweiss Asset Reconstruction Company Limited
(through Edelweiss Alternative Asset Advisors Limited)
Edelweiss Fund Advisors Limited
Dahlia Financial Services Private Limited (through Edelweiss Securities
Limited)
Magnolia Financial Services Private Limited (through Edelweiss
Securities Limited)
Arum Investments Private Limited (with effect from 29 March 2011)
(through Edelweiss Securities Limited)
(E) Individuals owning, directly or indirectly, an interest in the
voting power of the Company that gives them control or significant
influence over the Company
Rashesh Shah
Venkat Ramaswamy
(F) Relatives of individuals owning, directly or indirectly, an
interest in the voting power of the Company that gives them control or
significant influence over the Company
Vidya Shah
Aparna T. C.
Kaavya Venkat
Shilpa Mody
Sharmishta Chandrakant Shah
A V Ramaswamy
(G) Enterprise which exercise significant influence over the Company
Oak Holdings Private Limited (upto 28 March 2011)
1.4 Disclosure pursuant to Accounting Standard 15 (Revised) - Employee
Benefits
(A) Defined contribution plan (Provident fund):
Amount of Rs. 5.75 million (Previous year: Rs. 3.61 million) is
recognised as expense and included in “ Employee Costs” – Schedule 18
in the profit and loss account.
(B) Defined benefit plan (Gratuity):
The following tables summarise the components of the net employee
benefit expenses recognised in the profit and loss account, the fund
status and amount recognised in the balance sheet for the gratuity
benefit plan.
21.7 Operating leases
The Company has taken various premises on operating lease. Gross rental
expenses for the year ended 31 March 2011 aggregated to Rs. 13.36
million (Previous year: Rs. 18.01 million) which has been included
under the head Operating expenses – Rent – Schedule 19, in the profit
and loss account.
1.5 Employee stock option plans
The Company has currently seven Employee Stock Option Plans (Plans’)
in force. The Plans provide that the Company’s employees and those of
its subsidiaries are granted an option to acquire equity shares of the
Company that vests in a graded manner. The options may be exercised
within a specified period.
The Company follows the intrinsic value method to account for its stock
based compensation plans. Compensation cost is measured as the excess,
if any, of the fair market value of the underlying share over the
exercise price.
During the year, the Company has issued ESOP 2010 Plan wherein stock
options were granted to employees where the exercise price was linked
to either closing market price of the shares on the date of the grant
or book value of the shares as per the last audited balance sheet as on
the date of the grant, whichever is higher.
The schedule of stock options vesting period for ESOP 2010 Plan is as
follows:-
Sr. Vesting date Maximum % of options that
No.. shall vest
1 12 months from the date of grant 25 (Twenty five)% of grant
2 24 months from the date of grant 25 (Twenty five)% of grant
3 36 months from the date of grant 25 (Twenty five)% of grant
4 48 months from the date of grant 25 (Twenty five)% of grant
Total 100 (One hundred)% of grant
During the previous year, the Company has issued ESOP 2009 Plan wherein
stock options were granted to employees where the exercise price was
linked to either closing market price of the shares on the date of the
grant or book value of the shares as per the last audited balance sheet
as on the date of the grant, whichever is higher.
The schedule of stock options vesting period is as follows:-
Sr. Vesting date Maximum % of options that
shall vest
1 36 months from the date of grant 30 (Thirty)% of grant
2 48 months from the date of grant 30 (Thirty)% of grant
3 60 months from the date of grant 40 (Forty)% of grant
Total 100 (One hundred)% of grant
For determination of compensation cost, the Company has assumed the
exercise price to be the specified amount.
With respect to stock options granted upto 31 March 2008, the fair
market value of the underlying shares has been determined based on an
independent valuer’s report as these stock options were granted by the
Company to its employees when it was not listed on the stock exchanges.
The fair value under stock options granted during the year is arrived
as stipulated in the Guidance Note on Accounting for Employee Share
Based Payments issued by The Institute of Chartered Accountants of
India. The compensation cost recorded in the profit and loss account
for the year is Rs. 3.21 million (Previous year: Rs. 7.63 million).
(*) Pricing formula:
ESOP 2008 (I)
Period during which From the date of vesting to From 1 January 2011
vested options are 31 December 2010 to 31 December 2011
exercised
Exercise price 10 % discount to market 10% discount to the
payable for such price or Rs. 120; whichever reference price i.e;
vested options is higher; otherwise Rs. average of closing
120. price of grant date
and 14 days
preceding the grant
date
ESOP 2008 (III)
Period during which From the date of vesting to From 1 January
vested options are 31 December 2012 2013 to 31 December
exercised 2013
Exercise price In case shares are listed, 10% discount to the
payable for such 10 % discount to market reference price
vested options price or Rs. 120; whichever i.e., average of
is higher; otherwise Rs. closing price of
120. grant date and 14
days preceding the
grant date
1.6 Capital commitment
Capital commitments (net of advances) – Rs.Nil (Previous year: Rs. Nil)
1.7 Contingent liability
(a) Taxation matters in respect of which appeal is pending – Rs.20.42
million (Previous year: Rs. 2.39 million).
(b) The Company has issued corporate guarantees to the extent of
Rs.15,950 million (Previous year: Rs. 3,800 million), in favour of
banks to secure the credit facilities sanctioned by these banks to
Edelweiss Securities Limited, EC Commodity Limited, Edelweiss Broking
Limited and Edelweiss Trading & Holdings Limited (subsidiary companies)
and Rs. 5,000 million (Previous year: Rs. 2,500 million) in favour of
IDBI Trusteeship Services Limited for non-convertible debentures issued
by ECL Finance Limited (subsidiary company) against due discharge of
debt.
1.8 Disclosure of loans and advances pursuant to clause 32 of listing
agreement
(a) Rs. 13.73 million (Previous year: Rs. 11.35 million) due from
Edelweiss Alternative Asset Advisors Limited (maximum amount due at any
time during the year Rs. 29.76 million; Previous year: Rs. 11.35
million)
(b) Rs. Nil (Previous year: Rs. Nil) due from Edelweiss Asset
Management Limited (maximum amount due at any time during the year Rs.
Nil; Previous year: Rs. 3.20 million)
(c) Rs. 155.54 million (Previous year: Rs. 317.15 million) due from
Edelweiss Broking Limited (maximum amount due at any time during the
year Rs. 922.52 million; Previous year: Rs. 1,500.73 million)
(d) Rs. 514.39 million (Previous year: Rs. 28.61 million) due from EC
Commodity Limited (maximum amount due at any time during the year Rs.
5,158.72 million; Previous year: Rs. 2,838.51 million)
(e) Rs. 22,047.70 million (Previous year: Rs. 4,510.16 million) due
from Edelweiss Trading & Holdings Limited (maximum amount due at any
time during the year Rs. 52,415.11 million; Previous year: Rs. 3,955.10
million)
(f) Rs. 104.40 million (Previous year: Rs. 546.42 million) due from
ECap Equities Limited (maximum amount due at any time during the year
Rs. 8,332.87 million; Previous year: Rs. 4,527.62 million)
(g) Rs. 314.84 million (Previous year: Rs. 63.08 million) due from Edel
Commodities Limited (maximum amount due at any time during the year Rs.
519.26 million; Previous year: Rs. 975.99 million)
(h) Rs. 1,430.70 million (Previous year: Rs. 1,341.44 million) due from
Edelcap Securities Limited (maximum amount due at any time during the
year Rs. 8,464.84 million; Previous year: Rs. 4,573.42 million)
(i) Rs. 2,458.91 million (Previous year: Rs. 1,496.41 million) due from
Edelweiss Finance & Investments Limited (maximum amount due at any time
during the year Rs. 9,796.27 million; Previous year: Rs. 3,912.42
million)
(j) Rs. 44.24 million (Previous year: Rs. 2.85 million) due from Edel
Land Limited (maximum amount due at any time during the year Rs. 168.55
million; Previous year: Rs. 5.30 million)
(k) Rs. 1,469.26 million (Previous year: Rs. 4,709.41 million) due from
Edelweiss Securities Limited (maximum amount due at any time during the
year Rs. 16,498.33 million; Previous year: Rs. 12,129.62 million)
(l) Rs. 64.43 million (Previous year: Rs. Nil) due from Edelweiss Web
Services Limited (maximum amount due at any time during the year Rs.
96.83 million; Previous year: Rs. 0.70 million)
(m) Rs. Nil (Previous year: Rs. 0.50 million) due from Edelweiss
Trustee Services Limited (maximum amount due at any time during the
year Rs. 0.50 million; Previous year: Rs. 0.50 million)
(n) Rs. 94.59 million (Previous year: Rs. Nil) due from Edelweiss
Financial Products & Solutions Limited (maximum amount due at any time
during the year Rs. 3,791.85 million; Previous year: Rs. 751.56
million)
(o) Rs. 1,404.65 million (Previous year: Rs. 1,444.05 million) due from
Edelweiss Employees Welfare Trust (maximum amount due at any time
during the year Rs. 1,444.05 million; Previous year: Rs. 1,451.80
million)
(p) Rs. 284.70 million (Previous year: Rs. 130.20 million) due from
Edelweiss Employees Incentive and Welfare Trust (maximum amount due at
any time during the year Rs. 284.70 million; Previous year: Rs. 130.20
million)
(q) Rs. 533.42 million (Previous year: Rs. Nil) due from Edelweiss
Housing Finance Limited (maximum amount due at any time during the year
Rs. 533.42 million; Previous year: Rs. Nil)
(r) Rs. Nil (Previous year: Rs. Nil) due from Edelweiss Custodial
Services Limited (maximum amount due at any time during the year Rs.
1.10 million; Previous year: Rs. Nil)
(s) Rs. 70.01 million (Previous year: Rs. Nil) due from Edelweiss
Financial Advisors Limited (maximum amount due at any time during the
year Rs. 980.00 million; Previous year: Rs. Nil)
(t) Rs. 8.38 million (Previous year: Rs. Nil) due from Edelweiss
Investment Advisors Limited (maximum amount due at any time during the
year Rs. 178.00 million; Previous year: Rs. Nil)
(u) Rs. Nil (Previous year: Rs. Nil) due from Edelweiss Tokio Life
Insurance Company Limited (maximum amount due at any time during the
year Rs. 0.70 million; Previous year: Rs. Nil)
(v) Rs. 1.79 million (Previous year: Rs. Nil) due from Edelweiss
Capital (Singapore) Pte. Limited (maximum amount due at any time during
the year Rs. 1.82 million; Previous year: Rs. Nil)
(w) Rs. 5,279.16 million (Previous year: Rs. 534.55 million) due from
EC International Limited (maximum amount due at any time during the
year Rs. 5,279.16 million; Previous year: Rs. 2,838.51 million)
(x) Rs. 140.91 million (Previous year: Rs. 510.18 million) due from ECL
Finance Limited (maximum amount due at any time during the year Rs.
31,408.27 million; Previous year: Rs. 7,317.55 million)
(y) Rs. 13.74 million (Previous year: Rs. 32.11 million) due from
Edelweiss Insurance Brokers Limited (maximum amount due at any time
during the year Rs. 41.56 million; Previous year: Rs. 45.74 million)
(z) Rs. Nil (Previous year: Rs. Nil) due from Edelweiss Asset
Reconstruction Company Limited (maximum amount due at any time during
the year Rs. Nil; Previous year: Rs. 21.11 million)
(aa) Rs. Nil (Previous year: Rs. Nil) due from Edelweiss Fund Advisors
Private Limited (maximum amount due at any time during the year Rs.
1.45 million; Previous year: Rs. 3.55 million)
- All the above loans are repayable on demand except for loan of Rs.
453.50 million and Rs. 541.20 million to Edelweiss Finance &
Investments Limited and Edelcap Securities Limited respectively where
repayment is as per contracted terms.
- Of the above loans, items (l), (o), (p), (q), (s) and (u) are at the
interest rate below the rate specified in the section 372A.
1.9 Cost sharing
Edelweiss Capital Limited, being the holding company incurs expenditure
like common senior management compensation cost, advertisement cost,
rent expenditure, etc. which is for the common benefit of itself and
certain subsidiary companies. This cost so expended is recovered as
reimbursement from the subsidiaries on the basis of number of
employees, area occupied, time spent by employees for other companies,
actual identifications, etc. On the same lines, operational cost
expended by the Company’s Subsidiary for the benefit of the Company is
reimbursed by the Company. Accordingly, and as identified
appropriately, the expenditure heads in Schedule 18 and Schedule 19 are
net of these reimbursements.
1.10 Impact of change in accounting policy
From the current year, the Company has started accounting all benchmark
linked debentures products on fair value basis as against the previous
policy for not recognising unrealised gain. The impact of the same is
Nil.
1.11 The Company has received demand notices from tax authorities on
account of disallowance of expenditure for earning exempt income under
section 14A (2) of Income Tax Act, 1961 read with Rule 8D of the Income
Tax Rules, 1962. The company has filed appeal and is defending its
position. Due to the lack of clarity on legal position relating to the
application of Rule 8D, the outcome and quantification of the eventual
tax liability on the company, if any, at this stage cannot be
estimated. The Company has been advised by its tax counsel that it has
a good chance in sustaining its position.
1.12 Schedule VI disclosures
Disclosures under Schedule VI to the Companies Act, 1956 have been made
to the extent applicable to the Company.
1.13 Prior period comparatives
Previous year figures have been regrouped and rearranged wherever
necessary.
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