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Indiabulls Real Estate
BSE: 532832|NSE: IBREALEST|ISIN: INE069I01010|SECTOR: Construction & Contracting - Real Estate
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Explore Indiabulls Real connections « Mar 09
Notes to Accounts Year End : Mar '10
1) Overview :
 
 i) Indiabulls Real Estate Limited (the Company, IBREL) was
 incorporated on April 04, 2006 with the main objects of carrying on the
 business of Real Estate Projects Advisory, Construction and Develop-
 ment of Real Estate Projects.  A Scheme of Arrangement (Scheme of
 Arrange- ment) between Indiabulls Financial Services Limited
 (Demerged Company, IBFSL) and the Company (IBREL, Resulting
 Company) and their respective shareholders and creditors under
 Sections 391 - 394 of the Companies Act, 1956, was sanctioned by the
 Honble High Court of Delhi at New Delhi on November 24, 2006. Upon
 coming into effect of the Scheme of Arrangement on December 20, 2006
 and with effect from the Appointed Date on May 01, 2006, the real
 estate undertaking of IBFSL (real estate undertaking) was demerged
 from IBFSL and transferred to and vested in IBREL on a going concern
 basis.
 
 ii).  Share Capital
 
 The Company was incorporated with an authorised capital of Rs.
 5,000,000 divided into 500,000 equi- ty shares of Rs.10 each. The
 authorised capital was reorganised and increased to Rs. 5,140,000,000
 di- vided into 500,000,000 Equity Shares of Rs. 2 each and 30,000,000
 Preference Shares of Rs.138 each w.e.f. December 20, 2006 pursuant to
 the Scheme of Arrangement.
 
 On August 02, 2006, IBFSL had issued and allotted 11,500,000
 Cumulative, Redeemable, Fully Convert- ible Preference Shares of face
 value Rs. 300 per share to Oberon Limited. Pursuant to the Scheme of
 Arrangement, the face value of Rs. 300 per share had been allocated
 proportionately, in the ratio of the net worth (as on the Appointed
 Date i.e. May 01, 2006) of IBFSL to the net worth of the real estate
 undertaking such that the face value of Convertible Preference Share
 stood paid up to Rs.  138 per share of the Company. On July 21, 2007,
 Oberon Limited, sole holder of the Convertible Preference Shares
 exercised their option to convert 11,500,000 Convertible Preference
 Shares of face value Rs. 138 per share into 11,500,000 equity shares of
 face value Rs. 2 per share at the premium of Rs. 136 per share.
 
 On August 02, 2006, IBFSL had issued and allotted 9,966,667 Cumulative,
 Redeemable, Non Convert- ible Preference Shares of face value Rs. 300
 per share to Oberon Limited. Pursuant to the Scheme of Arrangement, the
 face value of Rs. 300 per share had been allocated proportionately, in
 the ratio of the net worth (as on the Appointed Date i.e. May 01, 2006)
 of IBFSL to the net worth of the real estate undertaking such that the
 face value of Non Convertible Preference Share stood paid up to Rs.
 138 per share of the Company. These shares are redeemable in whole or
 in part at any time, subject to fulfllment of certain terms and
 conditions and on obtaining requisite approvals upon expiry of 60
 months from the date of their issuance i.e. August 02, 2006. The
 dividend rate on these Preference Shares was increased with effect from
 February 02, 2008 from 5% per annum to 10% per annum on a quarterly
 basis as per the terms of issue of these Preference Shares by the
 Company. On September 30, 2009, the Company has exercised their option
 to redeem these Redeemable Preference shares and redeemed 9,966,667
 Cumulative, Redeemable, Non Convertible Preference Shares of face value
 of Rs. 138 per share at par by utilisation of proceeds from the QIP
 issue made during the current year.  On July 10, 2007, the Company
 issued 38,759,688 Global Depository Receipts (GDRs) which were listed
 at the Luxembourg Stock Exchange, at an offer price of United State
 Dollars (USD) 10.32 per GDR equivalent to Rs. 416.76 per equity share
 (face value of Rs. 2 per equity share and securities premium of Rs.
 414.76 per equity share) and raised proceeds of USD 400 Million
 (equivalent to Rs.  16,153,521,977). Each GDR represented One (1)
 equity share of face value Rs. 2 per share fully paid up of the
 Company.
 
 During the Financial year 2008-09, pursuant to the Company having
 received the consent of its share- holders on March 29, 2008 and
 pursuant to the approval and sanction of the High Court of Justice of
 the Isle of Man on May 7, 2008, the Company is- sued 16,685,580 Global
 Depository Receipts (GDR II) amounting to Rs. 10,919,043,552
 (convertible into 16,685,580 equity shares of the Company of face value
 of Rs. 2 per share at a premium of Rs.  652.40 per share), for
 consideration other than in cash, in exchange and by way of acquisition
 of 138,000,000 ordinary shares of 1 pence each of Dev Property
 Development Limited (formerly Dev Property Development Plc.) (DPD),
 an Isle of Man registered Company which was listed on the London Stock
 Exchanges Alternative Investment Market. The GDR II was issued at an
 exchange ratio of 0.12091 GDR of the Company for each ordinary share of
 DPD, based on an independent valuation analysis.
 
 On May 18, 2009, shareholders of the Company accorded their approval
 under Section 81(1A) of the Companies Act, 1956, to issue and allot
 equity shares of face value of Rs. 2 each in the Company (Equity
 Shares) for an amount up to USD 600 million, to Qualifed Institutional
 Buyers under the Qualifed Institutions Placement in terms of Chapter
 XIII-A of Securities and Exchange Board of India (Disclosure and
 Investor Protection) Guide- lines, 2000, as amended. Accordingly, on
 May 22, 2009, a duly authorised committee of the Board of Directors of
 the Company, issued and allotted 143,594,593 fully paid-up equity
 shares, at a price of Rs. 185 per equity share (of face value of Rs. 2
 per equity share and at a premium of Rs. 183 per equity share),
 aggregating to Rs. 26,564,999,705 (Rupees two thousand six hundred ffty
 six crore forty nine lacs ninety nine thousand seven hundred fve).
 Consequent to the issue and allotment of the equity shares as
 aforesaid, the paid-up equity share capital of the Company stands
 increased from the present Rs. 515,041,292 divided into 257,520,646
 equity shares of face value of Rs. 2 each, to Rs. 802,230,478 divided
 into 401,115,239 equity shares of face value of Rs. 2 each.The issue
 proceeds have been utilised for stated object.  During the Financial
 year ended March 31, 2010, upon exercise of Stock options vested in
 terms of Indiabulls Real Estate Limited Employees Stock options Scheme
 2006, by eligible employees and upon receipts of full consideration in
 cash, the Company has allotted an aggregate of 424,000 Equity Shares of
 Rs. 2 each at an exercise price of Rs. 60 each. Consequent to the said
 allotment, the paid-up Equity share capital of the Company stands
 increased from Rs. 802,230,478 divided into 401,115,239 Equity shares
 of face value Rs. 2 each to Rs. 803,078,478 divided into 401,539,239
 Equity shares of face value Rs. 2 each.  During the year, the Board of
 Directors of the Company approved the proposal to restructure the
 wholesale trading business of the Company.  This proposal shall be
 implemented in terms of a scheme of arrangement under the provisions of
 Sections 391-394 of the Companies Act, 1956 (Scheme) which will
 provide for the transfer by way of a demerger of the wholesale trading
 business of the Company as a going concern to Indiabulls Wholesale
 Services Limited. (IWSL), cur- rently a wholly owned subsidiary of
 the Company, in consideration for which IWSL will issue equity shares
 to the shareholders holders of the Com- pany in accordance with the
 Scheme, based on a share entitlement ratio approved by the Boards of
 Directors of both the companies. The Board of Directors of the Company
 also approved the share entitlement ratio of 1(One) equity share in
 IWSL of face value Rs. 2 each credited as fully paid-up for every 8
 (Eight) equity shares of Rs. 2 each held by such shareholder in the
 Company. Pursuant to the Scheme, the shares of IWSL are proposed to be
 listed on the BSE and the NSE.
 
 iii).  Share Warrants
 
 On November 5, 2007, Promoters of the Company (Rajiv Rattan, Sameer
 Gehlaut and Saurabh Mittal) exercised their option in respect of the
 Companys share warrants (Share Warrants II), allotted to them
 pursuant to the Scheme of Arrangement, and the Company received a sum
 of Rs. 1,036,200,000 being the balance amount due thereon upon
 exercise. An amount equal to 10% of the exer- cise price of Share
 Warrants II, amounting to Rs.  115,100,000 was paid upfront at the time
 of allot- ment in the previous period, being the proportion- ate amount
 allocated to the Company under the Scheme of Arrangement. Consequently,
 the Board of Directors of the Company at their meeting held on November
 5, 2007 allotted 10,000,000 equity shares of face value Rs. 2 each at a
 price of Rs. 115.13 per equity share to its Promoters upon conversion
 of the said Share Warrants II.  On August 9, 2007, the Company had
 allotted 15,000,000 share warrants (Share Warrants III) to its
 Promoters on a preferential basis. As per the terms of issue of these
 warrants, and upon pay- ment of exercise price of Rs. 300 per warrant,
 as reduced by 10% upfront money paid at the time of allotment of
 warrants, the warrant holders were entitled to apply for and obtain
 allotment of one equity share of face value Rs. 2 each fully paid-up of
 the Company, against each warrant held, within a period of eighteen
 months from the date of allot- ment of the said warrants. As per the
 terms of issue of Share Warrants III, the last date for exercise of the
 said warrants was February 8, 2009. The war- rant holders did not
 exercise their right to convert their warrants into equity shares of
 the Company by the said date and hence, the warrants allotted to them
 stood lapsed. On February 9, 2009, the Com- pany forfeited Rs.
 450,000,000, being the upfront money paid by the warrant holders at the
 time of allotment of these warrants and credited the said amount to
 Capital Reserve.  On November 5, 2007, the Company had allotted
 43,000,000 share warrants (Share Warrants IV) to its Promoters on a
 preferential basis. As per the terms of issue of these warrants, and
 upon pay- ment of exercise price of Rs. 540 per warrant, as reduced by
 10% upfront money paid at the time of allotment of warrants, the
 warrant holders were entitled to apply for and obtain allotment of one
 equity share of face value Rs. 2 each fully paid-up of the Company,
 against each warrant held, within a period of eighteen months from the
 date of allotment of the said warrants. As per the terms of issue of
 Share Warrants IV, the last date for exercise of the said warrants was
 May 4, 2009. The warrant holders did not exercise their right to
 convert these warrants into equity shares of the Company by the said
 date and the warrants allotted to them stood lapsed. On May 5, 2009,
 the Company has forfeited Rs. 2,322,000,000, being the upfront money
 paid by the warrant holders at the time of allotment of these warrants
 and credited the said amount to Capital Reserve.
 
 iv).  Employees Stock Options Schemes:
 
 I Stock Option Schemes of the Company:
 
 a) Indiabulls Real Estate Limited Employees Stock Options Scheme –
 2006: During the period ended March 31, 2007, the Company established
 the Indiabulls Real Estate Limited Employees Stock Options Scheme
 (IBREL ESOS-I or Plan-I). Under the Plan- I, the Company issued
 9,000,000 equity settled options to eligible employees and of its
 subsidiary Companies which gave them a right to subscribe upto
 9,000,000 stock options representing an equal number of equity shares
 of face value of Rs. 2 each of the Company at an exercise price of Rs.
 60 per option, subject to the requirements of vesting. These options
 vest uniformly over a period of 10 years, commencing one year after
 from the date of grant. A Compensation Committee constituted by the
 Board of Direc- tors of the Company administers the Plan- I.  The
 Company follows the Intrinsic Value method of accounting as prescribed
 under the Guidance Note on Accounting for Em- ployees Share based
 Payments issued by the Institute of Chartered Accountants of India.
 No Deferred Employee Stock Compensation Cost was initially recorded on
 the grant of options as the Intrinsic Value calculated by an
 independent valuer was lower than the exercise price. Had the Company
 followed the Fair value method, there would not had been any impact on
 the Proft After Tax of the Company and on the Basic and Diluted
 Earnings per Share of the Company as the fair value on the date of
 grant calculated by an independent valuer following binomial option
 pricing model was less than the exercise price.
 
 b) Indiabulls Real Estate Limited Employees Stock Options Scheme 2008
 (II): During the year ended March 31, 2009, the Company established the
 Indiabulls Real Estate Limited Employees Stock Options Scheme - 2008
 (II) (IBREL ESOS-II or Plan- II). Under Plan II, the Company issued
 equity settled options to its eligible employees and of its subsidiary
 companies to subscribe upto 2,000,000 stock options representing an
 equal number of equity shares of face value of Rs. 2 each in the
 Company, at an exercise price of Rs. 110.50 per option, being the
 closing market price on the National Stock Exchange of India Limited,
 as at January 29, 2009.
 
 The stock options so granted, shall vest in the eligible employees
 within 10 years beginning from January 31, 2010, the frst vesting date.
 The stock options granted under each of the slabs, are exercisable by
 the option holders within a period of fve years from the relevant
 vesting date.
 
 The Company follows the Intrinsic Value method of accounting as
 prescribed in the Guidance Note on Accounting for Employees Share based
 Payments (Guidance Note), issued by the Institute of Chartered
 Accoun- tants of India. Since, on the date of grant, the intrinsic
 value of the options granted was equal to the exercise price, no
 deferred employee stock compensation cost has been recorded in the
 fnancial statements. The fair value of the options under Plan II using
 the Black-Scholes model, based on the follow- ing parameters, is Rs.
 62.79 per option, as certifed by an independent frm of chartered
 accountants.
 
 The expected volatility was determined based on historical volatility
 data of the Companys shares listed on the National Stock Exchange of
 India Limited.
 
 The table below provides proforma disclosures for the impact on the
 Companys net profts after taxes and basic and diluted earnings per
 share, had the compensation cost for the stock options granted under
 Plan - II been determined using the fair value method as prescribed in
 the Guidance Note.
 
 II Stock Option Schemes of Subsidiary Companies:
 
 a) Indiabulls Power Limited. (formerly Sophia Power Company Limited) :
 
 i) On January 10, 2008 the erstwhile In- diabulls Power Services
 Limited (IPSL), a subsidiary of the Company had established the IPSL
 ESOS Plan, under which, IPSL was authorised to issue upto 20,000,000
 equity settled options at an exercise price of Rs. 10 per option to
 eligible employees. Employees covered by the plan were granted an
 option to purchase equity shares of IPSL subject to the requirements of
 vesting. A Com- pensation Committee constituted by the Board of
 Directors of IPSL administered the plan. All these were outstanding as
 at April 01, 2008.
 
 Pursuant to the Scheme of Amalgama- tion under Sections 391 to 394 of
 the Companies Act, 1956, duly approved by the Honble High Court of
 Delhi at New Delhi vide its order dated September 1, 2008 Indiabulls
 Power Services Limited was amalgamated with Sophia power Company
 Limited (SPCL). With effect from the Appointed Date the IPSL ESOS
 Plan was terminated and in lieu, in terms of Clause 14 (c) of the
 Scheme of Amalgamation SPCL – IPSL Employees Stock Option Plan 2008
 (SPCL – IPSL ESOP, 2008) was established in SPCL for the outstanding,
 unvested options, for the beneft of the erstwhile IPSL option holders,
 on terms and conditions not less favorable than those provided in the
 erstwhile IPSL ESOS Plan and taking into account the share exchange
 ratio i.e.  one equity share of SPCL of face value Rs. 10 each for
 every one equity share of IPSL of face value Rs. 10 each. All the
 option holders under the IPSL ESOS Plan on the Effective date were
 granted options under the SPCL – IPSL ESOP, 2008 in lieu of their
 cancelled options under IPSL ESOS Plan. The SPCL – IPSL ESOP, 2008 was
 treated as continuation of IPSL ESOS Plan and all such options were
 treated outstanding from their re- spective date of grant under IPSL
 ESOS Plan, accordingly, no compensation expense was recognised. No
 adjustment is required in respect of the number and exercise price of
 options as the share ex- change ratio is one equity share of face value
 Rs. 10 each of SPCL for every one equity share of face value Rs. 10
 each of IPSL.
 
 Under SPCL – IPSL ESOP 2008, Indi- abulls Power Limited (formerly
 Sophia Power Company Limited) has issued 16,200,000 and 3,800,000
 options at an exercise price of Rs 10. and Rs. 26 per option on January
 10, 2008 and September 15, 2008 respectively.  These options vest
 uniformly over a pe- riod of 10 years, commencing one year after from
 the date of grant. IPL follows the Intrinsic Value method of account-
 ing as prescribed in the Guidance Note on Accounting for Employees
 Share based Payments (Guidance Note), issued by the Institute of
 Chartered Accountants of India. There is no impact on the profts after
 taxes and the basic and diluted earnings per share of the Company, on
 account of SPCL – IPSL ESOP, 2008.  ii) Indiabulls Power Limited.
 (IPL), the company had established the Indiabulls Power Limited.
 Employees Stock Option Scheme – 2009 (IPL-ESOP– 2009) dur- ing the
 fnancial year ending March 31, 2010. IPL had issued 20,000,000 equity
 settled options at an exercise price of Rs. 14 per option under the
 IPL-ESOP– 2009 to eligible employees which gave them the right to
 subscribe stock options representing an equal number of equity shares
 of face value of Rs. 10 each of IPL. These options vest uniformly over
 a period of 10 years, commencing one year after from the date of grant.
 IPL follows the Intrinsic Value method of accounting as prescribed in
 the Guidance Note on Accounting for Employees Share based Payments
 (Guid- ance Note), issued by the Institute of Chartered Accountants
 of India. There is no impact on the profts after taxes and the basic
 and diluted earnings per share of the Company, on account of IPL-ESOP–
 2009.  The Fair values of the options under the plan SPCL – IPSL ESOP,
 2008 and IPL ESOP 2009 using the binomial pricing model based on the
 following parameters, is Nil per option, as certifed by an independent
 frm of Chartered Accountants.
 
 Had IPL followed the fair value method of accounting, there would have
 been no impact on the Proft after taxes and on the Basic and Diluted
 Earnings per share of the Company for the period, as the fair value of
 the options is Rs. Nil for Plan SPCL - IPSL ESOP, 2008 and IPL ESOP
 2009.
 
 b) Indiabulls Wholesale Services Limited
 
 The Indiabulls Wholesale Services Limited Employee Stock Option Plan
 2007 (IWSL ESOP 2007) was cancelled and withdrawn pursuant to the
 approval of the Board of Directors of Indiabulls Wholesale Services
 Limited on May 27, 2009 and shareholders of Indiabulls Wholesale
 Services Limited on June 2, 2009, after the option holders surren-
 dered the unvested options under the IWSL ESOP 2007.  2) During the
 Financial year 2008-09, the Company had sponsored Indiabulls Properties
 Investment Trust (IPIT) (a business trust formed and registered under
 the laws of Singapore), with the objective of acquisition of One
 Indiabulls Centre and Elphinstone Mills, in Mumbai, being developed and
 owned by Indiabulls Properties Private Limited and Indiabulls Real
 Estate Company Private Limited respectively. IPIT had raised Singapore
 Dollars (S$) 353.48 Millions by way of an initial public offering and
 private placement of its units in Singapore, at an offering price of S$
 1.00 per Common Unit and was listed on the Main Board of Singapore
 Exchange Securities Trading Limited in June 2008.  Post listing, the
 Company, held 45% benefcial interest in IPIT, indirectly, through its
 subsidiaries.  During the year ended, March 31, 2010, IPIT raised
 Singapore Dollar (S$) 200.1 Millions by way of right issue to eligible
 units holders on the basis of 53 right units for every 100 existing
 units at an issue price of (S$) 0.16 per right unit.  Post right issue,
 the Company holds 45.2% benefcial interest in IPIT, indirectly, through
 its subsidiaries.
 
 2) On June 4, 2009 Indiabulls Power Limited. (IPL) (formerly Sophia
 Power Company Limited (SPCL)), a subsidiary of the Company has issued
 a bonus issue of Equity Shares in the ratio of 1:1 .Pursuant to this
 bonus issue, number of Shares issued to the Company stand increased to
 1,185,000,000 from 592,500,000.
 
 In accordance with the provisions of Section 21 and other applicable
 provisions of the Compa- nies Act, 1956, the members of the IPL at
 their Extraordinary General Meeting held on July 4, 2009, accorded
 their approval to change the name of the Company. The Company has since
 received fresh certifcate of incorporation consequent upon change of
 name, from the Registrar of Companies, National Capital Territory of
 Delhi & Haryana, dated July 7, 2009 in respect of the said change.
 Accordingly, the name of SPCL was changed to ‘Indiabulls Power
 Limited..  During the year, IPL has raised Rs. 16,238,355,570 (Rupees
 one thousand six hundred twenty three crore eighty three lacs ffty fve
 thousand fve seventy) by issuing 360,852,346 equity shares for cash at
 a price of Rs. 45 per equity share (includ- ing securities premium of
 Rs. 35 per equity share) by way of an initial public offering (the
 Issue), including 21,052,346 equity shares for cash at a price of Rs.
 45 per equity share (including securities premium of Rs. 35 per equity
 share) issued under the Green Shoe Option. Post Issue, the sharehold-
 ing of the Company in IPL has reduced to 58.67% from 71.43%. The equity
 shares of IPL are listed on the Bombay Stock Exchange Limited (BSE) and
 National Stock Exchange of India Limited (NSE).  Out of the above
 Equity shares held by the Compa- ny, 808,518,619 Equity shares have
 been pledged by the Company in favour of Power Finance Corporation
 Limited for the term loan sanctioned to Indiabulls Power Limited.  4)
 Contingent Liabilities not provided for in respect of:
 
 (i) Outstanding bank Guarantees of Rs. 300,000,000 (Previous Year Rs.
 Nil) against which Company has pledged Fixed deposit of Rs. 300,000,000
 (Previous year Nil).
 
 (ii) Outstanding corporate guarantees/ undertak- ings provided by the
 Company in respect of credit facilities availed by subsidiary compa-
 nies and others Rs. 6,257,064,898 (Previous Year Rs. 9,199,359,000).
 
 (iii) The Company has given corporate guarantee towards cost overrun to
 fnancial institution/ banks for term loan facility sanctioned to
 Indiabulls Power Limited. (IPL) in the event of inability of IPL to
 arrange the required equity support for Amravati Power Project Phase I.
 IBREL has also given a corporate undertaking to meet IPLs debt
 obligations in respect of Amravati Power Project Phase I till the
 signing of a back-to-back Power Purchase Agreement with off-takers
 acceptable to the Lenders with respect to their credit-worthiness, for
 minimum 75% of the project capacity or such higher capacity so as to
 achieve minimum Debt Service Coverage Ratio of 1.15.
 
 (iv) The Company has given undertaking to Meiya Power Company Limited
 (MPCL) to keep it fully indemnifed in the event of MPCL is called
 upon to invest any amount as share of Indiabulls Power Generation
 Limited (IPGL) in
 
 Bhaiyathan Power Project in District Surguja, Chattisgarh.The Company
 has also given un- dertaking to Meiya Power Company Limited (MPCL)
 its affliates, their Directors, offcers and employees fully indemnifed
 against any losses in the event MPCL, its affliates, their Di- rectors,
 offcers or employees incurs any losses arising at or in connection with
 Bhaiyathan Power Project in District Surguja, Chattisgarh.  5)
 Disclosures in respect of Employee Benefts in accordance with
 Accounting Standard 15 (AS 15) - Employee Benefts as notifed under the
 Companies (Accounting Standards) Rules, 2006, as amended:
 
 Contributions are made to Government Provident Fund and Family Pension
 Fund, ESIC and other statutory funds which cover all regular employees
 eligible under applicable Acts. Both the employees and the Company make
 predetermined contribu- tions to the Provident Fund and ESIC. The
 contribu- tions are normally based on a certain proportion of the
 employees Salary. The Company has recogn- ised an amount of Rs.
 11,37,027 (Previous year Rs.  11,32,228) towards employer contribution
 for the above mentioned funds.
 
 Provisions for unfunded gratuity and compensated absences for all
 eligible employees are based upon actuarial valuation conducted
 semi-annually by an independent actuary. Major drivers in actuarial
 assumptions, typically, are years of service and em- ployee
 compensation. After the issuance of the Ac- counting Standard (AS) 15
 (Revised) on ‘Employee Benefts, commitments are actuarially determined
 using the ‘Projected Unit Credit Method. Gains and losses on changes
 in actuarial assumptions during the year ended March 31, 2010, have
 been accounted for in the Proft and Loss Account.
 
 3) Provision for tax includes provision for wealth tax as at March 31,
 2010 of Rs. 380,400 (Previous year Rs. 263,144)
 
 4) Disclosures in respect of Accounting Standard – 18 (AS 18) Related
 Party Disclosures as notifed under the Companies (Accounting Standards)
 Rules, 2006, as amended:
 
 Nature of relationship with Related Parties
 
 (i) Related parties where control exists: 
 
 Subsidiary Companies:
 
 
 Name of Subsidiary Companies
 
 Indiabulls Estate Limited
 
 Indiabulls Infrastructure Limited
 
 Nilgiri Land Development Limited
 
 Indiabulls Commercial Estate Limited
 
 Indiabulls Infrastructure Projects Limited
 
 Nilgiri Lands Limited
 
 Bridget Builders and Developers Limited
 
 Kenneth Builders & Developers Limited
 
 Nilgiri Buildwell Limited
 
 Nilgiri Commercial Estate Limited
 
 Nilgiri Infraestate Limited
 
 Indiabulls Buildcon Limited
 
 Indiabulls Land Development Limited
 
 Indiabulls Water Supply And Waste Management Services
 
 Limited (formelry Indiabulls Developers Limited)
 
 Indiabulls Builders and Developers Limited
 
 Indiabulls Hotel Properties Limited
 
 Indiabulls CSEB Bhaiyathan Power Limited (formerly Indiabulls
 
 Bhaiyathan Power Limited)
 
 Hermes Builders and Developers Limited
 
 Selene Builders and Developers Limited
 
 Zeus Builders and Developers Limited
 
 Fama Properties Limited
 
 Athena Builders and Developers Limited
 
 Juventus Builders and Developers Limited
 
 Aurora Builders and Developers Limited
 
 Indiabulls Land Holdings Limited
 
 Ariston Investments Limited
 
 Indiabulls Engineering Limited
 
 Indiabulls Resources Limited
 
 Nilgiri Land Holdings Limited
 
 Catherine Builders & Developers Limited
 
 Nilgiri Infrastructure Limited
 
 Nilgiri Infrastructure Development Limited
 
 Indiabulls Natural Resources Limited
 
 Nilgiri Resources Limited
 
 Indiabulls Builders Limited
 
 Indiabulls Lands Limited
 
 Nilgiri Infrastructure Projects Limited
 
 Indiabulls Infrastructure Development Limited
 
 Indiabulls Constructions Limited
 
 Indiabulls Greenfeld Realities Limited (formerly Indiabulls
 
 Greenfeld Realities Private Limited )
 
 Lucina Builders and Developers Limited
 
 Triton Builders and Developers Limited
 
 Sylvanus Builders and Developers Limited
 
 Sylvanus Properties Limited
 
 Hermes Properties Limited
 
 Selene Properties Limited
 
 Triton Properties Limited
 
 Juventus Properties Limited
 
 Vindhyachal Developers Limited
 
 Karakoram Developers Limited
 
 Fama Estate Limited
 
 Triton Estate Limited
 
 Ceres Land Development Limited
 
 Fama Construction Limited
 
 Selene Estate Limited
 
 Vindhyachal Buildwell Limited
 
 Athena Land Development Limited
 
 Ceres Properties Limited
 
 Fama Buildwell Limited*
 
 Juventus Buildwell Limited
 
 Lucina Constructions Limited
 
 Selene Buildwell Limited
 
 Selene Land Development Limited
 
 Aravali Properties Limited
 
 Dev Property Development Limited (formerly Dev Property
 
 Development Plc.)
 
 Juventus Estate Limited
 
 Juventus Land Development Limited
 
 Lucina Land Development Limited
 
 Vindhyachal Infrastructure Limited
 
 Hecate Power and Land Development Limited (formerly Zeus
 
 Land Development Limited)
 
 Zeus Buildwell Limited
 
 Ceres Constructions Limited
 
 Flora Land Development Limited
 
 Vindhyachal Land Development Limited
 
 Kailash Buildwell Limited
 
 Triton Infrastructure Limited
 
 Indiabulls Industrial Infrastructure Limited
 
 Ariston Investments Sub C Limited
 
 Indiabulls Road And Infrastructure Services Limited (formerly
 
 Indiabulls Buildwell Limited)
 
 Indiabulls Infratech Limited
 
 Indiabulls Realtech Limited
 
 Indiabulls Software Parks Limited (formerly Indiabulls Infracon
 
 Limited)
 
 Indiabulls Home Developers Limited
 
 Nav Vahan Autotech Limited
 
 Fama Builders and Developers Limited
 
 Lucina Properties Limited
 
 Zeus Properties Limited
 
 Shivalik Properties Limited
 
 Karakoram Properties Limited
 
 Aurora Land Development Limited
 
 Diana Infrastructure Limited
 
 Lucina Estate Limited
 
 Triton Buildwell Limited
 
 Athena Buildwell Limited
 
 Ceres Infrastructure Limited
 
 Diana Buildwell Limited
 
 Fama Infrastructure Limited
 
 Juventus Constructions Limited
 
 Lucina Infrastructure Limited
 
 Selene Constructions Limited
 
 Triton Land Development Limited
 
 Selene Infrastructure Limited
 
 Diana Power Limited (formerly Indiabulls Power Limited)
 
 Juventus Infrastructure Limited 
 
 Lucina Buildwell Limited 
 
 Athena Infrastructure Limited 
 
 Indiabulls Realcon Limited 
 
 Zeus Estate Limited
 
 Ceres Estate Limited
 
 Karakoram Buildwell Limited
 
 Fama Land Development Limited
 
 Karakoram Real Estate Company Limited
 
 Karakoram Land Development Limited
 
 Foundvest Limited
 
 Diana Land Development Limited
 
 Indiabulls Commercial Properties Limited
 
 Lucina Power and Infrastructure Limited (formerly Aravali Land
 
 Development Limited)
 
 Indiabulls Realtors Limited
 
 Indiabulls Infraestate Limited
 
 Indiabulls Power Infrastructure Limited (formerly Indiabulls
 
 Thermal Power and Infrastructure Limited)
 
 Alexander Transport Solutions Limited
 
 Milky Way Buildcon Limited
 
 Maximus Entertainments Limited
 
 Airmid Properties Limited
 
 Angina Real Estate Limited
 
 Apesh Properties Limited
 
 Sentia Real Estate Limited
 
 Sophia Constructions Limited
 
 Varali Constructions Limited
 
 Citra Properties Limited
 
 Sepset Properties Limited
 
 Varali Real Estate Limited
 
 Angina Properties Limited
 
 Albasta Properties Limited
 
 Airmid Aviation Services Private Limited
 
 Chloris Constructions Limited
 
 Chloris Real Estate Limited
 
 Elena Constructions Limited
 
 Elena Real Estate Limited
 
 Fornax Properties Limited
 
 Indiabulls Multiplex Services Limited
 
 Indiabulls Power Generation Limited
 
 Indiabulls Power Trading Limited
 
 Indiabulls Energy Limited
 
 Indiabulls Hydro Energy Limited
 
 Indiabulls Hydro Power Projects Limited
 
 Indiabulls Thermal Power Limited
 
 Diana Energy Limited
 
 Airmid Developers Limited
 
 Citra Developers Limited
 
 Fama Power Company Limited
 
 Sentia Constructions Limited
 
 Sentia Properties Limited
 
 Sepset Thermal Power and Infrastructure Limited
 
 Indiabulls Housing Developers Limited
 
 Indiabulls Projects Limited
 
 Lenus Constructions Limited
 
 Lenus Real Estate Limited
 
 Citra Infrastructure Limited
 
 Indiabulls Property Developers Limited
 
 Indiabulls Town Developers Limited
 
 Sepset Developers Limited
 
 Varali Developers Limited
 
 Mariana Constructions Limited
 
 Albina Real Estate Limited
 
 Apesh Constructions Limited
 
 Citra Real Estate Limited
 
 Sepset Real Estate Limited
 
 Sophia Real Estate Limited
 
 Apesh Real Estate Limited
 
 Sepset Constructions Limited
 
 Varali Properties Limited
 
 Airmid Real Estate Limited
 
 Devona Properties Limited
 
 Albina Properties Limited
 
 Indiabulls Wholesale Services Limited
 
 Chloris Properties Limited
 
 Corus Real Estate Limited
 
 Elena Properties Limited
 
 Fornax Constructions Limited
 
 Fornax Real Estate Limited
 
 Indiabulls Power Distribution Limited
 
 Indiabulls Estate Developers Limited
 
 Indiabulls Electricity Company Limited
 
 Indiabulls Hydro Electric Power Limited
 
 Indiabulls Hydro Power Limited
 
 Indiabulls Power Projects Limited
 
 Indiabulls Thermal Energy Limited
 
 Devona Thermal Power and Infrastructure Limited
 
 Citra Thermal Power and Infrastructure Limited
 
 Airmid Infrastructure Limited
 
 Devona Developers Limited
 
 Selene Power Company Limited
 
 Sentia Developers Limited
 
 Sentia Thermal Power and Infrastructure Limited
 
 Triton Energy Limited
 
 Indiabulls Infradevelopers Limited
 
 Indiabulls Realty Company Limited
 
 Lenus Properties Limited
 
 Albina Infrastructure Limited
 
 Devona Infrastructure Limited
 
 Angles Constructions Limited
 
 Sentia Infrastructure Limited
 
 Sepset Infrastructure Limited
 
 Varali Infrastructure Limited
 
 Mariana Developers Limited
 
 Name of Subsidiary Companies
 
 Albasta Constructions Limited 
 
 Albasta Infrastructure Limited 
 
 Indiabulls Property Management Trustee Pte Limited
 
 Poena Power Solutions Limited
 
 Mariana Infrastructure Limited
 
 Mariana Real Estate Limited
 
 Grapene Limited (formerly Mixtel Co. Ltd)
 
 Pachi Hydropower Projects Limited
 
 Sepla Hydropower Projects Limited
 
 Indiabulls Developers and Infrastructure Limited
 
 Zeus Energy Limited
 
 Ashkit Constructions Limited
 
 Ashkit Properties Limited
 
 Mabon Constructions Limited
 
 Mabon Properties Limited
 
 Serida Infrastructure Limited
 
 Serida Real Estate Limited
 
 Mabon Real Estate Limited
 
 Indiabulls Malls Limited
 
 Mabon Power Limited
 
 Serida Power Limited
 
 Angina Power Limited
 
 Chloris Power Limited
 
 Elena Power and Infrastructure Limited (formerly
 
 Elena Power Limited)
 
 Mariana Power Limited
 
 Apesh Power Limited
 
 Serida Developers Limited
 
 Hecate Energy Limited
 
 Poena Hydro Power Projects Limited
 
 Poena Power Services Limited
 
 Poena Thermal Power Limited
 
 Poena Power Generation Limited
 
 Indiabulls Power Solutions Limited
 
 Indiabulls Power Transmission Limited
 
 Indiabulls Powergen Limited
 
 Indiabulls Power Development Limited
 
 Indiabulls Power Projects Development Limited
 
 Name of Subsidiary Companies
 
 Albasta Developers Limited
 
 Albasta Real Estate Limited
 
 Indiabulls Communication Infrastructure Limited (formerly
 
 Indiabulls Commercial Developers Limited)
 
 Lenus Infrastructure Limited
 
 Mariana Properties Limited
 
 Shoxell Holdings Limited
 
 Kaya Hydropower Projects Limited
 
 Papu Hydropower Projects Limited
 
 Tharang Warang Hydropower Projects Limited
 
 Lenus Developers Limited
 
 Indiabulls Property Builders Limited
 
 Fornax Power Limited
 
 Ashkit Real Estate Limited
 
 Mabon Infrastructure Limited
 
 Serida Constructions Limited
 
 Serida Properties Limited
 
 Ashkit Developers Limited
 
 Mabon Developers Limited
 
 Airmid Power Limited
 
 Albina Power Limited
 
 Lenus Power Limited
 
 Ashkit Power Limited
 
 Corus Power Limited
 
 Ashkit Power and Infrastructure Limited (formerly Ashkit
 
 Infrastructure Limited)
 
 Albasta Power Limited
 
 Varali Power Limited
 
 Hecate Energy Trading Limited
 
 Hecate Power Projects Limited
 
 Poena Power Distributors Limited
 
 Poena Power Trading Limited
 
 Poena Power Company Limited
 
 Indiabulls Power Generation Company Limited
 
 Indiabulls Power Supply Limited
 
 Indiabulls Power Utility Limited
 
 Poena Power Projects Limited
 
 Indiabulls Power Management Limited
 
 Indiabulls Power Systems Limited
 
 Hecate Electric Limited
 
 Hecate Power Management Limited
 
 Indiabulls Electric Limited
 
 Poena Power Development Limited
 
 Hecate Power Systems Limited
 
 Hecate Powergen Limited
 
 Brenformexa Limited**
 
 Poena Power Transmission Limited
 
 Poena Power Supply Limited
 
 Hecate Power Solutions Limited
 
 Indiabulls Electric Energy Limited
 
 Indiabulls Electricity Generation Limited
 
 Indiabulls Thermal Power Projects Limited
 
 Bracond Limited
 
 Renemark Limited
 
 Genoformus Limited
 
 Hecate Power Company Limited
 
 Hecate Power Generation Limited
 
 Hecate Power Services Limited
 
 Poena Power Limited
 
 Store One Retail India Limited (formerly Indiabulls Retail
 
 Services Limited )
 
 Galactic Ventures Limited
 
 Hecate Power Development Limited
 
 Hecate Power Transmission Limited
 
 Poana Power Systems Limited
 
 Hecate Power Supply Limited
 
 Hecate Power Utility Limited
 
 Noble Realtors Limited
 
 Indiabulls Housing and Land Development Limited
 
 Poena Power Utility Limited
 
 Poena Power Management Limited
 
 Indiabulls Electric Company Limited
 
 Indiabulls Electric Power Limited
 
 Indiabulls Thermal Power Management Limited
 
 Indiabulls Thermal Projects Limited
 
 Echo Facility Services Limited
 
 Arianca Limited
 
 Hecate Power and Energy Resources Limited
 
 Hecate Power Distributors Limited
 
 Hecate Power Limited
 
 Hecate Thermal Power and Infrastructure Limited
 
 Hecate Hydro Electric Power Limited
 
 Indiabulls Power Limited. (formerly Sophia Power
 
 Company Limited)
 
 * Subsidiary till October 30, 2009
 
 ** Subsidiary since July 8, 2009
 
 (ii) Related parties where signifcant infuence exists*:
 
                               Indiabulls Properties Private Limited 
 
 Subsidiaries of Associate:
 
                               Indiabulls Real Estate Company 
                               Private Limited 
 
 (iii) Other Related
 Parties
 
 Key Management Personnel:     Mr. Sameer Gehlaut (Director and Chairman)
 
                               Mr. Rajiv Rattan (Director 
                                   and Vice Chairman) 
 
                               Mr. Saurabh K Mittal (Director) 
 
                               Mr. Narendra Gehlaut 
                                   (Joint Managing Director) 
 
                               Mr. Vipul D Bansal (Joint 
                                   Managing Director)
 
 Enterprises over 
 which Key Management
 
 Personnel have 
 signifcant Infuence:          Indiabulls Infrastructure Company
 Limited
 
 * With whom transactions 
 done during the year/
 previous year
 
 5) Deferred Tax Liabilities (net): In compliance with Accounting
 Standard 22 (AS 22) - Accounting for Taxes on Income, as notified under
 the Companies (Accounting Standards) Rules, 2006, as amended, the
 Company has recognised deferred tax credit (net) of Rs.  190,428 in the
 Profit and Loss Account during the year ended March 31, 2010.
 
 6) Statement of Acquisition and Sale of long term, trade investments
 during the year:
 
 7) Quantitative information in respect of dealing in Non
 Trade/unquoted Investments
 
 8) Earnings per Share:
 
 The Basic Earnings Per share is computed by dividing the net proft
 attributable to equity shareholders for the year by the weighted
 average number of equity shares outstanding during the year. Diluted
 Earnings per Share are computed using the weighted average number of
 equity shares and also the weighted average number of equity shares
 that could have been issued on the conversion of all dilutive potential
 equity shares. The dilutive potential equity shares are adjusted for
 the proceeds receivable, had the shares been actually issued at fair
 value.
 
 Dilutive potential equity shares are deemed converted as of the
 beginning of the year, unless they have been issued at a later date.
 The number of equity shares and potential diluted equity shares are
 adjusted for stock split, bonus shares and the potential dilutive
 effect of Employee Stock Option Plans as appropriate.
 
 Amount in Rupees
 
 9) The Company has taken various premises on operating leases and
 lease rent of Rs. 78,218,692 (Previous year Rs.  57,921,131) in respect
 of the same has been charged to Proft and Loss Account for the year
 ended March 31, 2010.  The underlying agreements are executed for a
 period generally ranging from one year to fve years, renewable at the
 option of the Company and the lessor and are cancelable in some cases,
 by either party by giving a notice generally of 30 to 90 days. There
 are no restrictions imposed by such leases and there are no subleases.
 The minimum lease rentals payable in respect of such operating leases,
 are as under:
 
 10) Disclosures pursuant to Part II to Schedule VI of the Companies
 Act, 1956:
 
 *Due to inadequate profts during the year ended March 31, 2010,
 managerial remuneration has been restricted within the ceil- ings
 prescribed under Schedule XIII to the Companies Act 1956, as applicable
 to the Company. The excess amount paid to a Joint Managing Director has
 been recovered by the Company.
 
 As no commission is payable to Directors, the computation of Net Profts
 in accordance with Section 309 (5) read with Section 349 of the
 Companies Act, 1956 has not been furnished.
 
 (iii) Remittance in foreign currency on account of dividend and
 redemption of Preference share during the year ended March 31, 2010:
 Number of Non Resident Shareholders: One (1) [Previous year one (1)]
 Preference Shares held till September 29, 2009 on which dividend and
 redemption amount remitted
 
 1) 9,966,667 (Previous year 9,966,667) Non Convertible, Cumulative,
 Redeemable Preference Shares
 
 Amount Remitted:
 
 1) Rs. 102,495,566 (Previous year Rs. 131,810,459) in respect Dividend
 of Non Convertible, Cumula- tive, Redeemable Preference Shares
 
 2) Rs. 1,375,400,046 (Previous year Nil) in respect of repayment of
 preference share capital on re- demption of shares.
 
 11) The Companys primary business segment is refected based on
 principal business activities carried on by the Company i.e. .purchase,
 sale, dealing, construction and development of real estate projects and
 all other related activities.
 
 The Company operates in domestic market only. Considering the nature of
 Companys business and operations and based on the information
 available with the management no further disclosures are required in
 respect of reportable segments, under Accounting Standard 17 (AS 17)
 –‘Segment Reporting as notifed under the Companies (Accounting
 Standards ) Rules ,2006., other than those already provided in the
 fnancial statements.
 
 12) The Company has not entered into any derivatives instruments during
 the year. Foreign currency exposures towards Investment not hedged as
 at March 31, 2010, of Rs. 10,919,106,792 (GBP 135,809,000 and Euro
 1,000) (Previous year Rs. 10,919,106,792 (GBP 135,809,000 and Euro
 1,000)).
 
 13) In the opinion of the Board of Directors, no provision is required
 towards diminution in value of Long Term Investments, where the decline
 in value is temporary in nature.
 
 14) As per the best estimate of the management, no provision is
 required to be made as per Accounting Standard 29 (AS 29) - Provisions,
 Contingent Liabilities and Contingent Assets, as notifed under the
 Companies (Accounting Standards) Rules, 2006, as amended, in respect of
 any present obligation as a result of a past event that could lead to a
 probable outfow of resources, which would be required to settle the
 obligation.
 
 15) In the opinion of the Board of Directors, all current assets, loans
 and advances appearing in the balance sheet as at March 31, 2010 have a
 value on realisation in the ordinary course of the Companys business
 at least equal to the amount at which they are stated in the balance
 sheet and no provision is required to be made against the
 recoverability of these balances.
 
 16) In respect of amounts mentioned under Section 205 C of the
 Companies Act, 1956, there were no dues required to be credited to the
 Investor Education and Protection Fund as on March 31, 2010. As at
 March 31, 2010, Other liabilities include Rs. 1,642,423 (Previous year:
 Rs. 1,760,198) being the unpaid dividend on equity shares relating to
 fnancial year ended March 31, 2008, which has been deposited in a
 designated bank account in accordance with the requirements of the
 Companies Act, 1956.
 
 17) Disclosures under the Micro, Small and Medium Enterprises
 Development Act, 2006 :
 
 (i) There is no payment due to suppliers as at the end of the
 accounting year on account of Principal and Interest.
 
 (ii) No interest was paid during the year in terms of Section 16 of the
 Micro, Small and Medium Enterprises Develop- ment Act, 2006 and no
 amount was paid to the supplier beyond the appointed date.
 
 (iii) No interest is payable at the end of the year other than interest
 under Micro, Small and Medium Enterprises Development Act, 2006.
 
 (iv) No amount of interest was accrued and unpaid at the end of the
 accounting year.
 
 The above information and that given in Schedule 11 - Current
 Liabilities and Provisions regarding Micro, Small and
 
 Medium Enterprises has been determined to the extent such parties have
 been identifed on the basis of information available with the Company.
 This has been relied upon by the auditors.
 
 18) No borrowing cost has been capitalised during the year.
 
 19) There are no other particulars to be disclosed in accordance with
 Part II to Schedule VI of the Companies Act, 1956.
 
 20) Previous years fgures have been regrouped/ reclassifed and / or
 re-arranged wherever necessary to confrm to current years groupings
 and classifcations.
Source : Dion Global Solutions Limited
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