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. |