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-0.6 (-4.15%)
-0.2 (-1.38%) | 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. |
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| Source : Dion Global Solutions Limited | |
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