1. SHARE CAPITAL
Equity Shares having par value of Rs. 10/ .Each holder of Equity
Shares is entitled to One vote per share. The dividend Proposed, if
any,by the Board of Directors is subject to approval of the
Shareholders in the ensuing Annual General Meeting. In the event of the
Liquidation of the company,the holder of equity shares will be entitled
to receive any of the remaining assets of the company,after
distribution of all Preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders.
Equity Shares include 40,95,995 (Nil) Equity Shares of Rs. 10 each
fully paid up, issued and allotted pursuant to Scheme of amalgamation
of erstwhile Pisces Portfolios Pvt. Ltd. with the company.
- Reconcilation of the number of Equity Shares outstanding and Amount
of Equity Share Capital as on 31st March 2015 & 31st March,2014 is as
Preference Shares having par value of Rs. 100/- were alloted on
29th March 2013.The Preference Shares carries 9% coupon rate of
dividend (non-cumulative).The holders of Preference Shares shall not be
entitled to receive notice of or to attend and vote at General meetings
of the Equity Shareholders of the Company .The holders of Preference
Shares shall be entitled to attend meetings and vote (one vote per
share) only on the Resolutions directly affecting their rights. Also
the Preference Shareholders shall not be entitled to any bonus or right
issue etc. of Equity Shares or other securities of the Company. The
Preference Shares shall carry a preferential right over the Equity
Shares of the Company as regards to payment of dividend and as regards
to repayment of the capital in the event of winding up of the Company.
The tenure of the Preference Shares will be 10 years from the date of
allotment. The Preference Shares will be redeemed at par in two equal
installments i.e. 50% at the end of 9th year from the date of allotment
and remaining 50 % at the end of 10th year from the date of allotment.
Preference Shares having par value of Rs. 100/- were alloted in
March 2015.The Preference Shares carries 9% coupon rate of dividend
(non-cumulative).The holders of Preference Shares shall not be entitled
to receive notice of or to attend and vote at General meetings of the
Equity Shareholders of the Company .The holders of Preference Shares
shall be entitled to attend meetings and vote (one vote per share) only
on the Resolutions directly affecting their rights. Also the Preference
Shareholders shall not be entitled to any bonus or right issue etc. of
Equity Shares or other securities of the Company .The Preference Shares
shall carry a preferential right over the Equity Shares of the Company
as regards to payment of dividend and as regards to repayment of the
capital in the event of winding up of the Company. The tenure of the
Preference Shares will be 10 years from the date of allotment. The
Preference Shares will be redeemed at par at the end of 10th year from
the date of allotment.
(1) Vehicle Loan From HDFC Bank
Secured by way of hypothecation of Vehicle Financed. The Rate of
Interest is 10% P.A. Repayable in 36 monthly installments. Last
installment due in May 2016.
(2) Vehicle Loan From ICICI Bank
Secured by way of hypothecation of Vehicle Financed. The Rate of
Interest is 9.75%P.A. Repayable in 36 monthly installments. Last
installment due in April 2016.
(3) Term Loans From Yes Bank
Secured by way of exclusive charge on company''s hotel land and hotel
building situated in sector 44 Gurgaon,exclusive charge on company''s
land and building situated at Sector 32,Gurgaon,exclusive charge on all
present and future moveable fixed assets and current assets of the
project (Taj Vivanta Hotel),exclusive charge on rentals,all receivables
and other current assets accruing from property located at sector
32,Gurgaon; personal guarantee of director Mr. Lalit Bhasin,Non
Disposal Undertaking (NDU) of entire shareholding of the company held
by Mr. Lalit Bhasin, negative lien on his entire shareholding in the
company for entire tenor of loan facility. The Rate of Interest is
The outstanding Term Loan of Rs. 100 Crore is repayable in 56 monthly
installments starting from October 2015 . Last installment due in May
The Term Loan of Rs. 80 Crore is repayable in 44 Quarterly installments
starting from February 2016.Last installment due in November 2026.
(4) Term Loan from Religare Finvest Limited
Secured by way of mortgage of Property at Plot No. BP-8,Feroze Gandhi
Road Lajpat Nagar-III,New Delhi belonging to Sh. Lalit Bhasin -
director of the company.The Rate of Interest is 13.75% P.A. The total
loan tenure is of 101 months. The loan is repayable in 8 annual
installments of Rs. 2,67,32,674/- and last installment of Rs.
2. Scheme of Amalgamation:
Pursuant to the Scheme of Amalgamation & Arrangement (the Scheme”)
sanctioned by the Honorable High Court of Punjab & Haryana vide its
order dated 15-09-2014, Pisces Portfolios Private Limited (herein after
referred to as the ''Pisces'') merged with the Company with effect from
April 1,2012 (the Appointed Date”). Pursuant thereto the entire
business and all the assets and liabilities, duties and obligations of
Pisces have been transferred to and vested in the Company with effect
from April 1, 2012.
* General Nature of Business of the amalgamating company:
Pisces has been engaged in the business of sale/purchase of securities
and financing. The Company was a non-banking financial Company
(NBFC”) registered with Reserve Bank of India.
* Accounting Treatment of amalgamation
The amalgamation is accounted under the Pooling of Interest'' method as
per Accounting Standard 14 and as modified under the scheme as under:-
All assets and liabilities (including contingent
liabilities),reserves,duties and obligation of Pisces has been recorded
in the books of accounts of the company at their existing carrying
amounts and in the same form.
The board of directors of company in its meeting held on December
12,2014 alloted 40,95,995/- equity shares of the company of the face
value of Rs. 10/- each fully paid up to the shareholders of erstwhile
''Pisces'' ranking pari-passu in all respects with the existing equity
shares of the company. The shares have been alloted in the ratio of 64
equity shares of the company of Rs. 10/- each fully paid up in lieu of
100 equity shares of Rs. 10/
* each fully paid up of erstwhile ''Pisces''.
* In terms of the scheme,the appointed date of the amalgamation being
April 1,2012,net Loss of Pisces during financial years 2012-13 and
2013-14 aggregating to Rs. 17,98,69,994/
* has been tranferred to the Surplus in Statement of Profit and Loss.
As the Scheme has become effective from April 1,2012 ,the figures for
the current year includes the operations of ''Pisces''. Accordingly,the
figures of current year ended march 31,2015 are after giving effect to
the amalgamation,while the comparative figures of previous year are
before giving effect to the merger and,hence are not comparable.
3. Contingent liability in respect of:
(a) Property Tax - Rs. 78,21,151/- (Previous year Rs. 78,21,151/-)
The total demand raised by MCD was Rs. 83,85,604/-(Previous Year Rs.
83,85,604/-). Against this, the company deposited the admitted
liability of Rs. 5,64,453/-(Previous Year Rs. 5,64,453/-). For the
balance amount of Rs. 78, 21,151/- the company had filed a Writ
Petition before the Hon''ble Delhi High Court. The company had also
filed a stay petition before the Hon''ble High Court praying for stay
for the payment of aforesaid amount of Rs. 78,21,151/-. As per
direction of Hon''ble Court the company paid a sum of
Rs.10,18,477/-against the aforesaid demand and for the balance amount
the company had been granted stay. The Hon''ble High Court directed MCD
to re- compute the tax. In the opinion of management the demand raised
by MCD is not sustainable and no further liability will arise and
therefore the aforesaid amount of Rs.10,18,477/- paid by the company is
being shown as recoverable in the Balance Sheet under the head Short
Term Loans & Advances.
(b) Income tax demand for which rectification/appeal has been filed
with the appropriate authorities- Rs. 9,43,640/-(previous year Rs.
(c) The company had received a show cause notice dated 17.11.2006 from
Delhi Development Authority (DDA) demanding a sum of Rs. 258.68 Lacs
(Excluding un determined interest) on account of ground rent in respect
of its property at Plot No. A-2, 3 & 4 in District Centre, Wazirpur,
Delhi upto the period 14th July, 2006. Aggrieved by show cause notice
issued by DDA, the company filed a writ petition in the Hon''ble High
Court of Delhi Challenging the aforesaid demand. The Hon''ble High
Court, vide its order dated 4th December, 2006 set-aside the matter to
DDA for reconsideration. DDA vide Notice dated 12.01.2010 demanded a
sum of Rs. 398.46 lacs (excluding interest) towards ground rent upto
the period 14.07.2010. Aggrieved by the said demand, the company again
filed a writ petition in the Hon''ble High Court of Delhi which vide its
order dated 31.05.2010 stayed the operations of the order of DDA
subject to company depositing a sum of Rs. 100 Lacs. As per the
direction of Hon''ble high court, the company has deposited the said
amount of Rs. 100 lacs on 10.06.2010.
The matter is pending for final disposal by the Hon''ble Court. The
liability will be determined only after the disposal of matter by the
Hon''ble High Court of Delhi ; and therefore at this stage, in the
opinion of management any further provision is neither considered
necessary nor ascertainable. The effect of any arrear/excess amount
will be taken after the decision of the Hon''ble Court.
(d) Claim against the company not acknowledged as debt Rs.
2,77,55,293/- (Previous Year Rs. 2,77,55,293/-)
(e) Letter of Credit/Bank guarantee issued by bank Rs. 6,38,69,032/-
(previous year Rs. 10,86,70,032/-).
4. Related Party Transactions:
Related party disclosures
As per Accounting Standard (AS-18) on Related Party Disclosures” ,
the disclosure of transactions with the related party as defined in the
Accounting Standard are given below:-
(a) List of Related parties with whom transactions have taken
place and relationship
(a) Key Managerial Personnel
(i) Mr.Praveen Gupta -CFO
(ii) Mr. Rajesh Singh Chahar,Company Secretary (w.e.f. 13th March,2014)
(iii) Ms.Arpita B.Malhotra,Company Secretary (Up to 12th March,2014)
(b) Person having significant influence/control/major shareholders
(i) Sh. Lalit Bhasin
(c) Enterprises over which significant influence/control exist of the
relatives of persons mentioned in (b) above
(i) RRB Master Securities Delhi Ltd.
(d) Enterprises under direct or indirect common control/significant
(i) HB Stockholdings Ltd.
(ii) HB Portfolio Ltd.
(iii) HB Securities Ltd.(Subsidary of HB Portfolio Ltd.)
(iv) HB Leasing & Finance Co Ltd.
(v) RRB Securities Ltd.
(vi) RRB Masterholdings Ltd.(Subsidary of RRB Securities Ltd.)
(vii) HB Corporate Services Ltd.
(e) Enterprises under Joint ventures/Associate Company
(i) Parsvnath HB Projects Pvt. Ltd.-Associate
5. Disclosure pursuant to Accounting Standard AS-19 for Leases: -
The company generally enters into cancellable operating lease of office
premises and residence of the employees normally renewable on expiry.
Lease payments amounting to Rs. 75,20,174/- (Previous Year Rs.
67,13,597/-) made under operating lease have been recognized as an
6. Pending Litigations:
The Contingent liability in respect of pending litigations is disclosed
in note no. 29.2 (a),(b)(c) and (d).In addition,the company is subject
to legal proceedings and claims,which have arisen in the ordinary
course of business. The Company''s management does not reasonably expect
that the above legal claims and proceedings, when ultimately concluded
and decided will have a meterial and adverse effect on the company''s
results of operations or financial statements.
7. The Company did not have any long term contracts including
derivative contracts for which there were any material foreseeable
8. Previous year figures have been regrouped/reclassified wherever
necessary to confirm the current year presentaion