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Indiabulls Wholesale Services
BSE: 533520|NSE: IBWSL|ISIN: INE126M01010|SECTOR: Miscellaneous
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Notes to Accounts Year End : Mar '10
1.  Overview:
 
 indiabulls Wholesale Services Limited (the Company) (IWSL) was
 Incorporated on July 24, 2007 as a wholly owned subsidiary of
 Indiabulls Real Estate Limited (IBREL) with an authorized capital of
 Rs,20.000,000 divided into 2,000,000 equity shares of Rs.10 each. The
 authorised capital of the company increased to Rs.1,100, 000,000 with
 effect from October 24, 2007.
 
 The company is developing a Real Estate Projects on land situated in
 Ahmedabad (Gujarat) and Hyderabad (Andhra Pradesh) and the later has
 been reclassified as inventory during the year.
 
 2.  During the year ended March 31, 2008, the Company acquired
 12,783,000 equity shares at a cost of Rs.423,116,019 of Piramyd Retail
 Limited (PRL), a company listed on the National Stock Exchange of
 India Limited and the Bombay Stock Exchange Limited from PRL''s
 erstwhile promoters. The equity shares were transferred in two trenches
 to a specially operated escrow account. The first trench, comprising
 8,783,000 equity shares comprising 43.92% of paid up equity share
 capital of PRL, was transferred to the escrow account on January 02,
 2008 and second trench, comprising 4,000,000 equity shares comprising
 20% of paid up equity share capital of PRL was transferred to the
 escrow account on January 07, 2008. The Company made a public offer to
 acquire 20% of the fully diluted share capital of PRL at an offer price
 of Rs.74,73 per share under the Securities and Exchange Board of India
 (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
 vide public announcement dated December 09, 2007. This public offer
 concluded on April 10, 2008 with the acquisition of 310 equity shares.
 
 12,783,310 equity shares, comprising 63.92% of the outstanding share
 capital of PRL, were transferred to the IWSL Demat Account on April 10,
 2008. The name of PRL was changed to Indiabulls Retail Services Limited
 (IBRSL), subsequent to receipt of approval from PRL''s Shareholders on
 May, 12, 2008.
 
 During the year, the name of IBRSL was changed to Store One Retail
 India Limited (SORIL), subsequent to receipt of approval from IBRSL''s
 Shareholders on September 30, 2009. The Company''s investment in 63.92%
 of the outstanding equity shares of SORIL was acquired and is held with
 an exclusive intention to be disposed in the near future. Management is
 of the opinion that the fair value of this investment is not reflected
 in the quoted closing price per share of SORIL on the National Stock
 Exchange of India Limited, of Rs.30.65 (Previous Year Rs.12.05) per
 equity share on March 31, 2010 as it does not consider the fair value
 of controlling interest embodied in the investment. Management has
 thus, not considered the fall in the quoted closing price per share of
 SORIL as diminution of current investments and therefore, not charged
 Rs,31,631,439 (Previous Year Rs.269,401,004) to the Profit and Loss
 Account.
 
 3. Employees Stock Options Schemes
 
 I. Stock Option Scheme of the Company:
 
 Indiabulls Wholesale Services Limited (IWSL), a wholly owned
 subsidiary Company of Indiabulls Real Estate Limited {IBREL),
 announced the Indiabulls Wholesale Services Limited Employee Stock
 Option Plan 2007 (IWSL ESOP 2007) for its employees and its
 subsidiary companies, existing then or in future, and employees of its
 holding company (IBREL). The eligible employees covered under IWSL
 ESOP 2007 were granted an option to purchase equity shares of the
 Company subject to the requirements of vesting. These options vest
 uniformly over a period of 10 years, with effect from November 01,
 2008, whereby 10% of the options vest on each vesting date. A
 Compensation Committee constituted by the Board of Directors of the
 Company administered the IWSL ESOP 2007.
 
 During the year, the IWSL ESOP 2007 was canceled and withdrawn pursuant
 to the approval of the Board of Directors of the Company on May 27,
 2009, after the option holders surrendered the unvested options under
 the IWSL ESOP 2007.
 
 II. Stock Option Schemes of Indiabulls Real Estate Limited (IBREL),
 the holding company indiabulls Real Estate Limited (IBREL), the
 holding company had established the Indiabulis Real Estate Limited
 Employees Stock Options Scheme (IBREL ESOS-I or Plan-I) and
 Indiabulls Real Estate Limited Employees Stock Options Scheme - 200-8
 (II) (IBREL ESOS-II or Plan-ll) during the financial year ending
 March 31, 2007 and March 31, 2009 respectively. IBREL had issued
 9,000,000 equity settled options at an exercise price of Rs60 per
 option under the IBREL ESOS I and 2,000,000 equity settled options at
 an exercise price of Rs.110.50 per option under the IBREL ESOS II to
 eligible employees which gave them the right to subscribe stock options
 representing an equal number of equity shares of face value of Rs.2
 each of IBREL, These options vest uniformly over a period of 10 years,
 commencing one year after from the date of grant. IBREL 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 Accountants of India. There is no
 impact on the profits after taxes and the basic and diluted earnings
 per share of the Company, on account of IBREL ESOS-I and IBREL ESOS-II.
 
 4.  Employee Benefits
 
 Disclosures in respect of Employee Benefits in accordance with
 Accounting Standard 15 (AS 15) - Employee Benefits as notified under
 the Companies (Accounting Standards) Rules, 2006, as amended;
 
 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 employee compensation.
 Gains and losses on changes in actuarial assumptions during the year
 ended March 31, 2010, have been accounted for in the Profit and Loss
 Account/Real Estate Project under Development.
 
 The actuarial valuation to determine commitments and expenses in
 respect of gratuity and compensated absences is based on the following
 assumptions which if changed, would affect the commitment''s size,
 funding requirement and expenses:
 
 5.  Disclosure in respect of Accounting Standard (AS) - 18 Related
 Party Disclosures as notified under the Companies (Accounting
 Standards) Rules, 2006,as amended ;
 
 a) Related Parties where control exists:
 
 Holding Company     Indiabulls Real Estate Limited
 
 Subsidiaries        Store One Retail India Limited (Formerly Indiabulls
                     Retail Services Limited)
                     Lucina Infrastructure Limited
                     Sentia Properties Limited
 
 b) Other Related Parties:
 
 Fellow Subsidiaries*
 
 Indiabulls Constructions Limited
 
 Indiabulls Infrastructure Development Limited
 
 Indiabulls Projects Limited
 
 Lucina Constructions Limited
 
 Indiabulls Power Limited. Formerly Sophia Power
 
 Company Limited)
 
 Sentia Infrastructure Limited
 
 Lucina Land Development Limited
 
 Subsidiary of Holding Company* Albina Real Estate Limited ''with whom
 transactions have been entered during the year/previous 
 
 Key Management Personnel:
 
 Mr. Sameer Gehlaut
 
 (Director and Chairman of Holding Company)
 
 Mr. Rajiv Rattan
 
 (Director and Vice Chairman of Holding Company)
 
 Mr. Saurabh K Mittal
 
 (Director of Holding Company)
 
 Mr. Narendra Gehlaut
 
 (Joint Managing Director of Holding Company)
 
 Mr. Vipul D Bansal
 
 (Joint Managing Director of Holding Company)
 
 In accordance with AS 18, disclosures in respect of transactions with
 identified related parties are given only for such period during which
 such relationships existed Related party relationships as given above
 are as identified by the Company and have been relied upon by the
 auditors.
 
 6.  Earnings per Share:
 
 Basic Earnings Per share is computed by dividing the net profit/ (loss)
 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 diluted potential
 equity shares. The diluted potential equity shares are adjusted for the
 proceeds receivable, had the shares been actually issued at fair value,
 
 Diluted potential equity shares are deemed converted as of the
 beginning of the year, unless they have been issued at a later date.
 The numbers of equity shares are and potential diluted equity shares
 are adjusted for stock split, bonus shares and the potential dilutive
 effect of Employee Stock Option Plans as appropriate.
 
 7. The company has taken office premises on operating lease at various
 locations and lease rent of Rs.4,34,380 (Previous year Rs.3,646,241) in
 respect of the same has been charged to Profit and Loss Account/ Real
 Estate Project Under Development. The underlying agreements are
 executed for a period generally ranging from one year to three 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
 up 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:
 
 8. Disclosure pursuant to Part II of Schedule VI of Companies Act,
 1956 , to the extent applicable:
 
 a.  Managerial Remuneration under Section 198 of the Companies Act.
 1956 (included under Employees Remuneration & Benefits) is Rs. Nil
 (Previous Year Rs. Nil)
 
 Note: There are no other particulars required to be disclosed in
 accordance with Part II of Schedule VI to the Companies Act, 1956.
 
 9.  The Company''s primary business segment is reflected 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 Company''s 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 notified under
 the Companies (Accounting Standards) Rules 2006., other than those
 already provided in the financial statements
 
 10.  During the year ended March 31, 2010, the Company has inventorised
 borrowing costs of Rs.10,470,932 (Previous Year Rs. Nil) to cost of
 Real Estate Projects under Development.
 
 11.  As per Accounting Standard -22 Accounting for Taxes on Income'', as
 notified under the Companies (Accounting Standards) Rules, 2006 as
 amended, the timing difference relating to depreciation and provision
 for employees benefits results in a deferred tax but as a prudent
 measure the net deferred tax liability in relation to the above has not
 been recognised in the accounts.
 
 12.  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 notified 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 outflow of resources, which would be required to settle the
 obligation.
 
 13.  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 on March 31, 2010.
 
 14.  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 Development 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-10 Current
 Liabilities 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.
 
 15.  The company has not entered into any derivative instrument during
 the year. The company does not have any foreign currency exposure
 towards receivables, payables or any other derivative instrument that
 have not been hedged.
 
 16.  Contingent Liability not provided for in respect of:
 
 Estimated amount of Contracts remaining to be executed on Capital
 Account and not provided for of Rs.198,908 (Previous Year Rs. Nil) 
 
 17.  In the opinion of the Board of Directors of the Company, all
 Current Assets, Loans and Advances appearing in the balance sheet as at
 March 31, 2010 have a value on realization in the ordinary course of
 the Company''s business at least equal to the amount at which they are
 stated in the balance sheet. Certain balances shown under loans and
 advances are subject to confirmation / reconciliation. In the opinion
 of the Board of Directors, no provision is required to be made against
 the recoverability of these balances.  
 
 18.  Previous year figures have been regrouped and / or re-arranged
 wherever necessary to confirm to current year groupings and
 classifications.
Source : Dion Global Solutions Limited
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