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Indiabulls Securities
BSE: 532960|NSE: IBSEC|ISIN: INE274G01010|SECTOR: Finance - Investments
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« Mar 10
Notes to Accounts Year End : Mar '11
1.  Indiabulls Securities Limited (IBSL or the Company) carries on
 the business as stock and share brokers on the National Stock Exchange
 of India Limited and Bombay Stock Exchange Limited; depository
 participants and other related ancillary services. On February 1, 1996
 IBSL received a certificate of registration from the Securities and
 Exchange Board of India (SEBI) under sub-section 1 of section 12 of
 the Securities and Exchange Board of India Act, 1992 to carry on the
 business as a stock broker. Accordingly, all provisions of the
 Securities and Exchange Board of India Act, 1992, and rules and
 regulations relating thereto are applicable to IBSL. On April 2, 2008
 the equity shares of the Company were listed on National Stock Exchange
 of India Limited (NSE)and Bombay Stock Exchange Limited (BSE) after the
 demerger of the Company from Indiabulls Financial Services Limited.
 
 2.  Contingent liabilities not provided for in respect of:
 
                                                  (Amount in Rs.)
 
                                                As at            As at
 
                                        March 31,2011   March 31, 2010
 
 -Bank Guarantees
 
 Credit facilities availed from banks   3,750,000,000    5,000,000,000
 
 Others                                             —          300,000
 
 - Claims against the Company not 
 acknowledged as debts in respect of:
 
 Penalty for syncronised trading under 
 SEBI regulations*                          1,500,000        1,500,000
 
 Arbitration matters                        2,415,706        7,732,045
 
 Capital Commitments                        3,062,554        3,560,258
 
 - Corporate guarantee for bank 
 guarantees availed by subsidiary         100,000,000      170,000,000
 
 * During the year, the Securities Appellate Tribunal (SAT) has passed
 an order dated October 26, 2010 in favour of the Company setting aside
 the penalty imposed by SEBI. However, subsequent to the year end, SEBI
 has preferred an appeal at the Honourable Supreme Court of India
 against the judgment of the SAT.
 
 Note:
 
 The Company is involved in various legal proceedings as respondents /
 defendants for various claims including those related to matters
 relating to conduct of its business. In respect of these claims, the
 Company believes, these claims do not constitute material litigation
 matters and with its meritorious defenses the ultimate disposition of
 these matters will not have material adverse effect on its Financial
 Statements / Position.
 
 3.  During the previous year, the Company had redeemed 9,966,667 10%
 Cumulative, Non-convertible Preference Shares of face value Rs. 4.61
 per share amounting to Rs. 45,946,335, held by Oberon Limited.
 Consequently, the paid-up Preference Share Capital of the Company stood
 fully repaid.
 
 4.  Employee Stock Option Schemes:
 
 Indiabulls Employees''Welfare Trust:
 
 During the year, pursuant to the approval accorded at an Extraordinary
 General Meeting of the members of the Company held on September 30,
 2010, the Indiabulls Employees''Welfare Trust (Trust) has been
 formed on October 04, 2010 with an initial corpus of Rs. 50,000,
 contributed equally by the Company and four other listed Settlor
 entities, to administer and implement the Settlor entities'' current
 ungranted Employee Stock Option Schemes (ESOP) and any future ESOP /
 Employee Stock Purchase Schemes. The Company being one of the Settlor
 entities of the Trust, has contributed its share of Rs. 10,000 as its
 initial contribution towards the corpus of the said Trust. The Trust is
 administered by Independent Trustees. In terms of the Trust Deed,
 Equity shares of the Settlor entities are purchased by the Trust to the
 extent permissible in terms of the ESOP scheme as approved by the
 Members of the Company for the purposes of allotment of the same to
 eligible Employees of settlor companies and their subsidiaries, upon
 exercise of options granted by the Compensation Committee of those
 companies, at a price to be determined by the Trust based on its
 carrying cost. During the year, there has been no new grants made by
 the Company which is required to be administered by the Trust.
 
 Employees Stock Option Scheme-2008
 
 Pursuant to resolution passed by the shareholders on January 19, 2009
 the Company had cancelled and withdrawn the existing Employee Stock
 Option Scheme-2007, covering 15,000,000 stock options and established
 a new Employee Stock Option Scheme titled Employee Stock Option
 Scheme-2008 in accordance with the provisions of the Securities and
 Exchange Board of India (Employee Stock Option Scheme and Employee
 Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines). Under the
 Scheme, the Company was authorised to grant 20,000,000 equity settled
 options to eligible employees including its directors (other than
 promoter directors) and employees of its subsidiary companies including
 their directors. All options under the Scheme are exercisable for
 equity shares of the Company. Employees covered by the plan were
 granted an option to purchase shares of the Company subject to the
 requirements of vesting.
 
 A Compensation Committee constituted by the Board of Directors of the
 Company administered the plan. The Compensation Committee at its
 meeting held on January 24, 2009, had granted, under the Indiabulls
 Securities Limited Employees StockOption Scheme-2008(IBSL
 ESOP-2008), 20,000,000 StockOptions representing an equal number of
 equity shares of face value Rs. 2 each in the Company, to the Eligible
 Employees, at an exercise price of Rs. 17.40, being the latest
 available closing market price on the National Stock Exchange of India
 Ltd., as on January 23, 2009 following the intrinsic method of
 accounting as is prescribed in the Guidance Note issued by the
 Institute of Chartered Accountants of India on Accounting for Employees
 Share based Payments (the Guidelines). As the options have been
 granted at intrinsic value, there is no employee stock compensation
 expense on account of the same. The Stock Options so granted, shall
 vest in the eligible employees over a period of 10 years beginning from
 January 25, 2010 being the first vesting date. The options granted
 under each of the slabs, can be exercised by the grantees within a
 period of five years from the relevant vesting date.
 
 Employees Stock Option Scheme-2009
 
 The Shareholders of the Company at their Annual General Meeting held on
 September 30, 2009 have authorised the Board of Directors to grant
 20,000,000 options, representing equivalent number of Equity shares of
 face value Rs. 2 each in one or more tranches, pursuant to a new
 employee stock option scheme titled as ''Indiabulls Securities Limited
 Employees Stock Option Scheme-2009'' (IBSL ESOP-2009). The options
 covered under the Scheme would be granted, at a price and on such terms
 and conditions as may be decided by the Compensation Committee, to the
 eligible employees of the Company and its subsidiaries.
 
 The Compensation Committee constituted by the Board of Directors of the
 Company, at its meeting held on December 1, 2009, granted, under the
 Indiabulls Securities Limited Employees Stock Option Scheme- 2009
 (IBSL ESOP - 2009) 10,000,000 Stock Options representing an equal
 number of equity shares of face value Rs. 2 each in the Company, at an
 exercise price of Rs. 35.25, being the latest available closing market
 price on the National Stock Exchange of India Ltd., as on November 30,
 2009. The Stock Options so granted, shall vest uniformly within 10
 years beginning from December 2, 2010 being the first vesting date. The
 option granted under each of the slabs, can be exercised within a
 period of five years from the relevant vesting date.
 
 Further, the Compensation Committee constituted by the Board of
 Directors of the Company has, at its meeting held on April 12, 2010,
 granted, under the Indiabulls Securities Limited Employees Stock
 Option Scheme - 2009 (IBSL ESOP - 2009) 2,050,000 Stock Options
 representing an equal number of equity shares of face value Rs. 2 each
 in the Company, at an exercise price of Rs. 31.35, being the latest
 available closing market price on the National Stock Exchange of India
 Ltd., as on April 9, 2010. The Stock Options so granted, shall vest
 uniformly within 10 years beginning from April 13, 2011 being the first
 vesting date. The options granted under each of the slabs, can be
 exercised .vithin a period of five years from the relevant vesting
 date.
 
 5.  During the year ended March 31, 2009, the Shareholders of the
 Company by means of Special Resolution passed through the postal ballot
 with requisite majority, authorised on March 06, 2009 the buy-back of
 the Company''s fully paid-up Equity Shares of face value Rs. 2 each from
 the open market through stock exchanges, at a price not exceeding Rs.
 33 per share up to a maximum amount of Rs. 831,796,227, being 25% of
 the total paid-up equity capital and free reserves as per the audited
 Balance Sheet of the Company as at March 31,2008, to be financed out of
 the Company''s free reserves and surplus and balance in the Profit and
 Loss Account. The Company had proposed to buybackupto 39,281,000 of its
 fully paid up Equity Shares and minimum number of 5,000,000 of its
 fully paid up Equity Shares at a price not exceeding Rs. 33 per Equity
 Share.
 
 Subsequently, during the year ended March 31, 2010, the Company had
 completed the said buy back on March 5, 2010 and had bought back
 23,486,341 Equity Shares of face value of Rs. 2 each utilising an
 aggregate amount of Rs.  741,909,192 from General Reserve, Securities
 Premium and Profit & Loss Account.
 
 6.  Secured Loans:
 
 a) Vehicles Loans of Rs. 8,143,586 (Previous Year Rs. 4,589,805) are
 secured against hypothecation of the Vehicles purchased.
 
 b) Working Capital loans of Rs. 250,000,000 (Previous Year Rs.
 500,000,000) and Bank Overdraft of Rs. 1,720,567,925 (Previous Year Rs.
 1,148,019,728) are secured against Fixed Deposits placed with Banks.
 
 8.  Fixed deposits includes:
 
 a.  Rs. 1,884,173,628 (Previous Year Rs. 2,500,562,281) pledged with
 the banks against bank guarantees issued by banks for base capital and
 additional base capital to National Stock Exchange of India, Bombay
 Stock Exchange of India and National Securities Clearing Corporation
 Limited.
 
 b.  Rs. 250,000,000 (Previous Year Rs. 500,000,000) pledged against
 working capital loan taken from bank.
 
 c.  Rs. 172,400,000 (Previous Year Rs. 376,900,000) pledged with
 National Stock Exchange of India, Bombay Stock Exchange of India and
 National Securities Clearing Corporation Limited for the purpose of
 base capital and additional base capital.
 
 d.  Rs. 1,914,500,000 (Previous Year Rs. 1,310,000,000) pledged with
 banks for overdraft facilities.
 
 e.  Rs. 22,138,193 (Previous Year Rs. 18,675,079) pledged for
 arbitration matters.
 
 f.  Rs. 25,000 (Previous Year Rs. 25,000) pledged with State
 Commission, New Delhi for appeal filed by the Company in a consumer
 dispute matter.
 
 10.  The loss on squaring off of erroneous transactions on account of
 trading in securities amounting to Rs. 864,630 (Net) (Previous Year
 loss Rs. 7,071,519 (Net)) has been adjusted to Profit and Loss Account.
 
 11.  Segment Reporting:
 
 Segment information for the period from April 01, 2010 to March 31,
 2011 as per AS -17''Segment Reporting'' as notified under the Companies
 (Accounting Standard^) Rules, 2006:
 
 (b) The Company operates solely in one Geographic segment namely
 Within lndiaand hence no separate information for Geographic segment
 wise disclosure is required.
 
 (c) The Company''s primary Business segment is reflected based on
 principal business activities carried on by the Company. The Company''s
 primary business activity is to carry on business of stock and share
 broker on National Stock Exchange of India Limited and Bombay Stock
 Exchange Limited and other related ancillary services.
 
 (d) Others business segment constitutes Investment and dealing in
 tradable securities and arbitrage transaction in securities. This not
 being the normal business activity of the Company, the same is shown as
 Others.
 
 (e) Segment revenue, results, assets and liabilities include amounts
 identifiable to each segment and amounts allocated on a reasonable
 basis.
 
 (f) The accounting policies adopted for segment reporting are in line
 with the accounting policies adopted for preparation of financial
 information as disclosed in (A) above.
 
 12. Disclosures in respect of AS-18 ''Related Party Disclosures''as
 notified under the Companies (Accounting Standards) Rules, 2006:
 
 (a) Related parties where control exists:
 
 Nature of Relationship Name of the Party
 
 Subsidiary Companies Indiabulls Commodities Limited
 
 India Ethanol and Sugar Limited (a 100% subsidiary of Indiabulls
 Commodities Limited) 
 
 Devata Trade link Limited 
 
 Indiabulls Brokerage Limited 
 
 Indiabulls Distribution Services Limited
 
 (b) Other Related Parties:
 
 Nature of Relationship Name of the Party
 
 Key Management Personnel Mr. Divyesh B. Shah, Director
 
 Mr. Ashok Sharma, Director
 
 Mr. Sameer Gehlaut, person exercising significant influence
 
 Mr. Rajiv Rattan, person exercising significant influence
 
 Mr. Saurabh K. Mittal, person exercising significant influence
 
 13.  Disclosure in respect of AS - 20 ''Earnings Per Share'' as notified
 under the Companies (Accounting Standards) Rules, 2006:
 
 The basic earnings per share is computed by dividing the net profit
 attributable to equity shareholders for the year by the weighted
 average number of equity shares outstanding during the reporting 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 plan as appropriate.
 
 15.  Employee Benefits:
 
 Provident Fund, Gratuity and Long Term Compensated Absences -
 disclosures as per Accounting Standard (AS) 15 (Revised)-Employee
 Benefits as notified by the Companies (Accounting Standards) Rules,
 2006:
 
 Contributions are made to Government Provident Fund and Family Pension
 Fund and other statutory funds which cover all regular employees
 eligible under the respective acts. Both the employees and the Company
 make predetermined contributions to the Provident Fund. The
 contributions are normally based on a certain proportion of the
 employee''s salary. The Company has recognised an amount of Rs.
 1,096,978 (Previous year Rs. 1,080,933) towards Employer''s Contribution
 for the above mentioned funds.
 
 Provision for unfunded Gratuity and Long Term Compensated Absences for
 eligible employees is based upon actuarial valuation carried out at the
 end of every financial year. Major drivers in actuarial assumptions,
 typically, are years of service and employee compensation. Commitments
 are actuarially determined using the''Projected Unit Credit'' method.
 Gains and losses on changes in actuarial assumptions are accounted for
 in the Profit and Loss Account.
 
 16.  During the year, the Company has invested an additional amount of
 Rs. 20,000,000 (Previous Year Rs. 500,000) in its wholly owned
 subsidiary Indiabulls Brokerage Limited (Previous year - Indiabulls
 Distribution Services Limited).
 
 17.  During the year, personnel cost amounting to Rs. 156,026,787
 (Previous Year Rs. 120,551,408) was apportioned to the Company from its
 subsidiary - Indiabulls Commodities Limited.
 
 21.  Derivative Instruments:
 
 The Company does not have any foreign currency exposures towards
 receivables, payables or any other derivative instrument that have not
 been hedged.
 
 22.  Disclosures under the Micro, Small and Medium Enterprises
 Development Act, 2006:
 
 (a) An amount of Rs. Nil (Previous Year Rs. Nil) and Rs. Nil (Previous
 Year Rs. Nil) was due and outstanding to suppliers as at the end of the
 accounting year on account of Principal and Interest respectively.
 
 (b) No interest was paid during the year in terms of section 16 of the
 Micro, Small and Medium Enterprises Development Act, 2006 no amount was
 paid to the supplier beyond the appointed date.
 
 (c) No interest is payable at the end of the year other than interest
 under Micro, Small and Medium Enterprises Development Act, 2006.
 
 (d) No amount of interest was accrued and unpaid at the end of the
 accounting year.
 
 The above information and that given in Schedule H-Current Liabilities
 and Provisions regarding Micro, Small and Medium Enterprises has been
 determined to the extent such parties have been identified on the basis
 of information available with the Company. This has been relied upon by
 the Auditors.
 
 23.  No borrowing cost has been capitalised during the year.
 
 24.  Information under paragraphs 3 and 4 of Part II to Schedule VI of
 the Companies Act, 1956 is stated to the extent applicable to the
 Company.
 
 25.  Provision for Current Tax includes provision for Wealth Tax of Rs.
 456,448 (Previous year Rs. 526,854).
 
 26.  During the year ended March 31,2009, the Company had advanced a
 sum of Rs. 1,809,300,000 by way of loan to one of its wholly owned
 subsidiary-viz Devata Tradelink Limited (DTL). During that financial
 year, DTL had incurred / provided for losses aggregating to Rs.
 1,562,932,320 in respect of dealing in securities. Based upon the
 availability of resources as at that year end to repay those loans and
 considering the erosion of the networth of the subsidiary, the Company
 had written off loans given to DTL aggregating to Rs. 1,809,300,000 as
 bad loans / advances written off.  Investments made by the Company in
 the equity share capital of DTL amounting to Rs. 500,000 though
 considered as strategic and long term in nature, considering the losses
 suffered by this subsidiary, diminution in the value of the investment
 is considered as other than temporary in nature and accordingly
 provision for diminution in value amounting to Rs. 500,000 was made in
 books of account in that financial year.
 
 27.  As at March 31,2011, the Company holds 100% of the equity share
 capital of Indiabulls Distribution Services Limited (IDSL) at a cost
 of Rs. 500,000. Based on the audited financials of IDSL as at and for
 the year ended March 31, 2011, there has been an erosion in the value
 of investment made in IDSL as the operations in IDSL are in the process
 of being set up. Considering the investment in IDSL as strategic and
 long term in nature, the Company considers the losses suffered by IDSL
 as temporary in nature and accordingly no provision for diminution in
 value has been made in books of account.
 
 28.  As per the best estimate of the management, no provision is
 required to be made as per Accounting Standard (AS) 29-Provisions,
 Contingent Liabilities and Contingent Assets as notified under the
 Companies (Accounting Standards) Rules, 2006, in respect of any present
 obligation as a result of a past event that could lead to a probable
 outflow of resources, which would be required to settle the obligation.
 
 29.  In respect of amounts as mentioned under Section 205C of the
 Companies Act, 1956, there were no dues required to be credited to the
 Investor Education and Protection Fund as at March 31, 2011.
 
 30.  interim dividend of Re. 1 per equity share (50% of the face value
 of Rs. 2 per equity share) amounting to Rs. 231,084,236 (excluding
 corporate dividend tax thereon) was approved at the meeting of the
 Board of Directors of the Company held on October 18, 2010 and was
 transferred by the Company on October 22, 2010 into the designated
 Dividend Account. Corporate dividend tax thereon aggregating to Rs.
 38,380,203 was paid on November 01, 2010.
 
 31.  Previous year''s figures have been re-grouped/re-arranged wherever
 considered necessary to conform to current year''s groupings and
 classifications.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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