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HB Estate Developers

BSE: 532334|ISIN: INE640B01013|SECTOR: Construction & Contracting - Housing
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« Mar 14
Notes to Accounts Year End : Mar '15
 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
 under:
 
 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
 13.50% P.A.
 
 The outstanding Term Loan of Rs. 100 Crore is repayable in 56 monthly
 installments starting from October 2015 . Last installment due in May
 2020.
 
 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.
 1,11,38,608/-.
 
 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.
 8,93,376/-).
 
 (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
 influence
 
 (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
 expense.
 
 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
 losses.
 
 8. Previous year figures have been regrouped/reclassified wherever
 necessary to confirm the current year presentaion
Source : Dion Global Solutions Limited
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