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-0.7 (-1.93%)
-0.95 (-2.6%) | Notes to Accounts | Year End : Mar '11 |
1. Background
PARSVNATH DEVELOPERS LIMITED (the Company) is a company registered
under the Companies Act, 1956. It was incorporated on 24 July, 1990.
The Company is primarily engaged in the business of promotion,
construction and development of integrated townships, residential &
commercial complexes, multistoried buildings, flats, houses,
apartments, shopping malls, IT parks, hotels, SEZ, etc.
2. Contingent liabilities
Rs. in lacs
As at As at
31.03.11 31.03.10
a. Claims against the Company not
acknowledged as debt*:
i. Interest for delay - 221.05
in payment of land
premium instalment / EDC
ii. Demand for payment 479.10 479.10
of stamp duty
iii. Customer complaints 4,483.18 1,592.44
pending in consumer
courts
iv. Civil Cases against the 505.88 -
Company
v. Income Tax demand - 145.34
vi. Trade Tax demand 5,693.94 701.91
vii. Entry Tax demand 367.25 36.10
viii. Others 16.71 454.28
b. Security/Performance 26,589.33 28,157.97
Guarantees issued by
the banks to various
Government authorities, for
which the Company has
provided counter guarantee
c. Corporate guarantees 14,000.00 -
issued on behalf of
subsidiary companies
* Based on consultation with Company''s solicitors, the Company does not
expect any outflow of economic resources in respect of above claims and
therefore no provision is made in respect thereof.
3. Secured Loans
a Term Loans of Rs.68,814.81 lacs (previous year Rs.89,666.03 lacs) are
secured by way of equitable mortgage of the specific project land along
with construction thereof, hypothecation of construction material, work
in progress and receivables of the related projects and further secured
by personal guarantee of Chairman, Managing Director and a Whole-time
Director of the Company. Of these, term loan of Rs, 15,000 lacs
(previous year Nil) are further secured by pledge of Investments of the
Company.
b Term Loans of Rs.10,249.08 lacs (previous year Rs.8,544.69 lacs) are
secured by receivables of the related projects and are further secured
by mortgage of property.
c Term Loans of Rs.233.92 lacs (previous year Rs.233.92 lacs) are
secured against Keyman Policy taken by the Company.
d Working capital loans of Rs.10,537.95 lacs (previous year
Rs.10,619.69 lacs) are secured by way of equitable mortgage of project
land along with construction thereof and first pari passu charge on
stock of construction and building materials, work in progress,
finished flats and book receivables for various projects, except those
specifically charged to other banks/financial institutions and further
secured by personal guarantee of Chairman, Managing Director and a
whole time Director of the Company.
e Working Capital loans of Rs.8,684.18 lacs (previous year Rs.11,110.32
lacs) are secured by way of pledge of fixed deposit with banks.
f Vehicle / Equipment loans are at Rs.13.29 lacs (previous year
Rs.434.68 lacs) secured by way of hypothecation of specific vehicle /
equipment financed.
g Debentures of Rs.41,000.00 lacs (previous year Rs.4,750.00 lacs) are
secured by way of mortgage of immoveable properties and further secured
by pledge of promoters shares and personal guarantee of Chairman of the
Company. Of these, Debentures of Rs.12,500 lacs (previous year Nil) are
further secured by pledge of Investments of the Company.
4. Unsecured Loans
a In respect of Unsecured Loans of Rs.5,151.47 lacs, (previous year
Rs.25,600.00 lacs) the Promoters have pledged their shares held in the
Company. Of these, unsecured loans of Rs.1,589.00 lacs (previous year
Rs.19,000.00 lacs) are further secured by personal guarantee of
Chairman of the Company.
b Unsecured loan of Rs.318.00 lacs (previous year Rs.1,200.00 lacs) are
secured against Bank Guarantee.
5. Qualified Institutional Placement
a. The Company has raised a sum of Rs.26,952.26 lacs (previous year
Rs.16,800.73 lacs) through Qualified Institutional Placement (QIP) and
allotted 1,90,38,113 Equity Shares of Rs.10 each (previous year
1,38,56,272 equity shares) at a Premium of Rs.131.57 per Share
(previous year Rs.111.25 per share) to various Qualified Institutional
Buyers on 12 October, 2010 (previous year 7 October, 2009) in
accordance with Chapter VIII of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2009.
6. The Company has sub-divided the face value of Equity Shares from
Rs.10 to Rs.5 with effect from 19 October, 2010. Consequently the
number of equity shares comprised in the authorised equity share
capital have increased from 30,00,00,000 to 60,00,00,000 and those
comprised in the Issued, subscribed and paid-up equity share capital
have increased from 21,75,90,585 to 43,51,81,170.
7. Pursuant to Investment Agreement dated 21 December, 2010 entered
into with Parsvnath Buildwell Private Limited (PBPL), Parasnath And
Associates Private Limited (Co- Promoter) and two overseas Investment
entities (Investors) and ''Assignment of Development Rights Agreement''
dated 28 December, 2010 entered into with PBPL and Collaborators, the
Company has assigned Development Rights in respect of one of its
ongoing project, namely, ''Parsvnath Exotica, Ghaziabad'' (on land
admeasuring 31 acres) situated at Village Arthala, Ghaziabad (the
Project) to PBPL, the joint venture company on terms and conditions
contained therein. In lieu of the consideration of Rs.7,500 Lacs agreed
in this regard, the Company has been allotted 5,00,000 Class ''A'' Equity
Shares of Rs.10/- each at par, 90,000 Class Rs.C'' Equity Shares of
Rs.10/- each (not carrying any voting rights) at a premium of Rs.190/-
per share, 2,50,145 Series Rs.B'' Fully Convertible Debentures of
Rs.100/- each at par, 3,49,892 Optionally Convertible Redeemable
Preference Shares (OCRPS) of Rs.100/- each at a premium of Rs.1,900/-
per share and the balance amount of Rs.22.02 Lac has been considered as
''Share Application Money pending allotment''. Further, the Company has
given the following undertakings to PBPL:
a. The project shall be completed within the agreed completion
schedule. Construction cost for completion of project shall not exceed
the amount set out in the agreement and the project revenue from sold
area shall be at least the amount set out in the agreement. In the
event of construction cost overrun or revenue shortfall, the Company
shall contribute such excess/ shortfall amount against allotment of
Class-''C'' Shares in terms of the Investment Agreement.
b. In case of delays in completion of the project, any penalties or
compensation payable to customers shall be borne by the Company.
c. The Company shall not, directly or indirectly, create any
encumbrance over or transfer any equity securities held by it in PBPL
during the lock in period (till completion of project) except for
securing construction loan.
8. Pursuant to Investment Agreement dated 9 December, 2009 entered
into with Parsvnath Hessa Developers Private Limited (PHDPL) (Formerly
Hessa Realtors Private Limited) and two Overseas Investors, the Company
had transferred and assigned Development Rights in relation to a part
of its ongoing project, namely, ''Exotica, Gurgaon'' (on land admeasuring
11.092 acres) situated at Sector 53, Golf Course Road, Gurgaon (the
Project) to PHDPL on terms and conditions contained therein. Further,
the Company has given the following undertakings to PHDPL:
a. The Project will be completed within the completion schedule and
construction cost shall not exceed the amount as set out in the
agreement. In case of cost overruns, the Company shall contribute such
excess amount to PHDPL against allotment of Class C equity shares in
terms of Investment Agreement.
b. Project Revenue shall be at least the amounts set out in the
agreement. In case actual revenue is less than the amount specified in
the agreement, the Company shall deposit the amount of shortfall with
PHDPL.
c. The Company shall not create any encumbrance over or transfer any
equity securities held by it in PHDPL during the lock in period as
defined in the Investment Agreement.
9. The Company has entered into a Memorandum of Understanding (MOU)
dated 22 December, 2010 with Parsvnath Realcon Private Limited (PRPL)
which is a wholly owned subsidiary of its joint venture Parsvnath
Buildwell Private Limited (PBPL). Pursuant to the MOU, the Company has
assigned development rights of the project, namely, ''Parsvnath
Paramount'' on land admeasuring 6,445 square metres situated at Subhash
Nagar, New Delhi for a total consideration of Rs.6,000 Lacs. The
Company has also entered into a ''Project Management Agreement'' with
PRPL and PBPL for overall management and coordination of project
development. Further, the Company has given following Undertakings to
PRPL:
a. It shall complete the project within the completion schedule and
Construction Cost in the Agreement.
b. The project revenues from sold area shall be at least the amount
set out in the Agreement and such revenues shall be realised within 36
months from the effective date.
c. In the event of construction cost overrun or revenue shortfall, the
Company shall contribute such excess/ shortfall amount against
allotment of equity shares or other instruments at such premium as may
be mutually determined by the parties.
10. The Company entered into a Development Agreement with Chandigarh
Housing Board for development of a residential, commercial and other
related infrastructure facilities as an integrated Project on land
admeasuring 123.79 acres situated at Rajiv Gandhi Technology Park,
Chandigarh.
Owing to various factors such as delay in handing over unencumbered
land and consequential determination of start of development period,
delay in approval of drawings etc and various other issues, disputes
have arisen between the Company and Chandigarh Housing Board (CHB).
The Company has invoked the arbitration clause in the development
agreement. Pending any decision arising out of the arbitration
proceedings, the amount spent on construction/development of the
project has been included under work-in-progress (inventory).
11. The Company has advanced Rs.4,728.46 lacs to one of its
Subsidiaries, Parsvnath Film City Limited (PFCL) for execution of Film
City Project at Chandigarh. PFCL has deposited Rs.4,775.00 lacs with
Chandigarh Administration (CA) for acquiring development rights in
respect of a plot of land admeasuring 30 acres from CA, under
Development Agreement dated 2 March 2007 for development of a
Multimedia-cum-Film City Complex.
The possession of the said land has not yet been handed over to PFCL,
accordingly it invoked the arbitration clause seeking refund of
allotment money paid. Based on the legal advice obtained, the
Management considers the above advance as good and fully recoverable.
12. The Company has entered into ''Amended and Restated Investment and
Security Holder''s Agreement'' dated September 14, 2010 (in supersession
of the ''Investment and Security Holder''s Agreement'' dated March 25,
2010) with one of its Subsidiaries, Parsvnath Estate Developers Private
Limited (PEDPL), (formerly known as Farhat Developers Private Limited),
two Overseas Investment Entities (Investors) and others for development
of office complex on plot of land admeasuring 15,583.83 sq. mtrs.
situated at Bhai Veer Singh Marg, New Delhi, on the terms and
conditions as contained in the Agreement. The Rights in the said plot
have been allotted on ''Build Operate Transfer'' (BOT) basis to the
Company by Delhi Metro Rail Corporation Ltd. (DMRC). With DMRC
approval, these Rights have been assigned by the Company in favour of
PEDPL for implementation of the Project.
13. The Company has executed ''PDL Support Agreement'' in favour of
Parsvnath Landmark Developers Private Limited (PLDPL) and J.P. Morgan
Advisors India Private Limited being the Security Trustee for the Term
Loan of Rs.14,000.00 lacs given to PLDPL. In terms of the said
Agreement, the Company has given Undertaking for completion of
construction of La Tropicana Project, New Delhi, within the amount set
out in the Agreement and within the Completion Schedule, as stated
therein. Any escalation in the construction cost is to be funded by the
Company. Further, the Company has also undertaken that it shall
maintain at all times 78% of the Ownership and Voting rights in PLDPL.
14. The Company has been selected as the preferred bidder for grant of
lease for development of project on plot of land at Sarai Rohilla,
Kishanganj, Delhi by ''Rail Land Development Authority'' vide its ''Letter
of Acceptance'' (LOA) dated 26 November, 2010. In terms of LOA, the
project will be implemented through a Special Purpose Vehicle (SPV),
Parsvnath Promoters And Developers Private Limited (PPDPL) (formerly
Luba Real Estate Private Limited). For project financing, the Company
has entered into an ''Investment and Security Holder''s Agreement'' dated
23 November, 2010 with PPDPL, an overseas Investor and others on terms
and conditions set out in the Agreement. The Company has undertaken to
invest Rs.11,000.00 lacs towards its share for the implementation of
the Project, which has since been invested by 31 March, 2011.
15. The Company has entered into concession agreement with Delhi Metro
Rail Corporation Limited (DMRC) for various projects on
Build-operate-transfer (BOT) basis. In two of such projects, the
Company was unable to commercially utilise the properties due to (a)
lack of clarity between DMRC and MCD with respect to authority for
sanction of building plans for Tis Hazari Project (b) non submission of
certain documents by DMRC as required by the sanctioning authority for
Netaji Subash Place project. In view of these delays, the Company has
sought concessions from DMRC and has invoked Arbitration clause of the
concession agreement.
16. Sundry debtors include Rs.35,532.61 lacs (previous year
Rs.25,069.78 lacs) outstanding for a period exceeding six months. Due
to recession in the industry, there have been delays in customer''s
collection. In view of industry practice and terms of agreements with
the customers, all these debts are considered good for recovery and
hence no provision is considered necessary.
17. The Company has taken tax benefits in respect of projects
qualifying under section 80-IB of the Income Tax Act. In terms of
current tax laws, to avail tax benefits, these projects have to be
completed within the specified period. The Company is hopeful of
completing these projects on or before the specified dates.
18. Tax adjustment for earlier years includes Income Tax Provision
written back of Rs. NIL (previous year Rs.1,834.71 lacs), pursuant to
amendment of Section 80IB (10) of the Income Tax Act, 1961 by the
Finance (No.2) Act, 2009.
b. Amounts due from private companies (other than subsidiary companies
and Companies under the same management disclosed in c and d below) in
which any director of the Company is a director or member - Rs.12.84
lacs (Previous year Rs.12.84 lacs).
g. The Company is not a manufacturing or trading company, hence
quantitative and other disclosures as required by paragraph 3 (ii) (a),
(b) and paragraph 4c of Part II of Schedule VI to the Companies Act,
1956 are not applicable to the Company.
19. Earnings per share
The earnings considered in ascertaining the Company''s EPS comprises the
profit available for shareholders (i.e. profit after tax and statutory
/ regulatory appropriations). The number of shares used in computing
basic EPS is the weighted average number of shares outstanding during
the year.
20. Deferred Tax
a. Deferred tax assets and liabilities are being offset as they relate
to taxes on income levied by the same governing taxation laws.
21. Lease commitments
The Company has entered into Concession Agreements with Delhi Metro
Rail Corporation (DMRC) and has acquired the License Rights to develop
properties and sub license it to the customers for a defined period of
time. Of the license fees of Rs.1,555.25 lacs (Previous Year
Rs.1,155.51 lacs) paid/ payable by the Company during the year,
Rs.564.04 lacs (Previous year Rs.307.85 lacs) has been charged to
revenue and Rs.991.21 lacs (Previous Year Rs.847.66 lacs) has been
deferred till the completion of construction. The total of future
minimum license payments / charge is as follows:
22. Joint Venture
The Company''s interest and share in joint ventures in the nature of
jointly controlled entities are as follows:
23. Employee Benefits
In accordance with the revised Accounting Standard 15, the requisite
disclosures are as follows:
a. Accounting policy for recognising actuarial gains and losses
Actuarial gain and losses arising from experience adjustment and
effects of changes in actuarial assumptions are immediately recognised
in the statement of profit and loss account as income or expense.
b. Description of Defined Benefit Plans
i. Gratuity plan
The gratuity liability arises on retirement, withdrawal, resignation
and death of an employee. The aforesaid liability is calculated on the
basis of actuarial valuation as per the projected unit credit method.
ii. Long term compensated absences plan
The earned leave liability arises as and when services are performed by
an employee. The aforesaid liability is calculated on the basis of
actuarial valuation as per projected unit credit method.
The discount rate is based upon the market yields available in
Government bonds at the accounting date with a term that matches that
of the liabilities.
The estimates of salary growth rate considered in the actuarial
valuation takes into account inflation, seniority, promotion and other
relevant factors on long term basis.
24. Operations of the Company do not qualify for reporting as business
segments as per the criteria set out under Accounting Standard AS-17 on
Segment Reporting. The Company is operating in India hence there is
no reportable geographic segment. Accordingly no disclosure is required
under AS-17.
25. Related Party Transactions
a. List of related parties
i. Subsidiary Companies
- Parsvnath Infra Limited
- Parsvnath Film City Limited
- Parsvnath Landmark Developers Private Limited
- Parsvnath Telecom Private Limited
- Parsvnath Hotels Limited
- Parsvnath Retail Limited
- PDL Assets Limited
- Parsvnath Developers Pte. Limited (Overseas subsidiary – Singapore)
- Primetime Realtors Private Limited
- Parsvnath Estate Developers Private Limited (Formerly, Farhat
Developers Private Limited)
- Parsvnath Promoters And Developers Private Limited (Formerly, Luba
Real Estate Private Limited)
- Parsvnath Developers (GMBT) Private Limited *
- Parsvnath Developers (SBBT) Private Limited *
- Jarul Promoters & Developers Private Limited *
- Baasima Buildcon Private Limited *
- Parsvnath Hessa Developers Private Limited (Formerly, Hessa Realtors
Private Limited)#
- Parsvnath Royal Orchid Hotels Limited (Subsidiary of Parsvnath Hotels
Limited)
- Parsvnath Hospitality Holding Ltd., Singapore (Subsidiary of
Parsvnath Developers Pte. Limited, Singapore)
- Parsvnath MIDC Pharma SEZ Private Limited
(Subsidiary of Parsvnath Infra Limited)
- ceased to be subsidiaries during the year
- Became subsidiary by virtue of Accounting
Standard (AS-21) on ''Consolidated Financial Statements''
ii. Entities over which Company, Subsidiary Companies or key
management personnel or their relatives, exercise significant influence
- Aahna Realtors Private Limited
- Aaron Real Estates Private Limited
- Adela Buildcon Private Limited
- Afra Infrastructure Private Limited
- Ajit Board Private Limited
- Amazon India Limited
- Amiya Properties Private Limited *
- Anjaney Developers Private Limited
- Arunachal Infrastructure Private Limited
- Ashirwad Realtors Private Limited
- Bae Buildwell Private Limited
- Baidehi Infrastructure Private Limited
- Balbina Real Estates Private Limited
- Balwaan Buildwell Private Limited
- Banita Buildcon Private Limited
- Basundhra Properties Private Limited
- Bliss Infrastructure Private Limited
- Brinly Properties Private Limited
- Charushila Buildwell Private Limited
- Congenial Real Estates Private Limited
- Coral Buildwell Private Limited
- Crimson Infrastructure Private Limited
- Cyanea Real Estate Private Limited
- Dae Realtors Private Limited
- Dai Real Estates Private Limited
- Deborah Real Estate Private Limited
- Deleena Developers Private Limited
- Dhiren Real Estates Private Limited
- Digant Realtors Private Limited
- Dolphin Buildwell Private Limited
- Elixir Infrastructure Private Limited
- Enormity Buildcon Private Limited
- Farhad Realtors Private Limited
- Gauranga Realtors Private Limited
- Gauresh Buildwell Private Limited
- Gazala Promoters & Developers Private Limited
- Gem Buildwell Private Limited
- Generous Buildwell Private Limited
- Himsagar Infrastructure Private Limited
- Homelife Real Estate Private Limited
- Honey Builders Private Limited
- Izna Realcon Private Limited
- Jaguar Buildwell Private Limited
- Janak Finance & Leasing Private Limited
- Jodhpur Infrastructure Private Limited
- K.B.Realtors Private Limited
- Kalyani Pulp Private Limited
- Laban Real Estates Private Limited
- Label Real Estates Private Limited
- Lakshya Realtors Private Limited.
- Landmark Malls and Towers Private Limited
- Landmark Township Planners Private Limited
- LSD Realcon Private Limited
- Madhukanta Real Estate Private Limited
- Madhulekha Developers Private Limited
- Magic Promoters Private Limited
- Mahanidhi Buildcon Private Limited
- Mirage Buildwell Private Limited
- Nanocity Haryana Infrastructure Limited
- Navneet Realtors Private Limited
- Neha Infracon (India) Private Limited
- New Hind Enterprises Private Limited
- Nilanchal Realtors Private Limited
- Noida Marketing Private Limited
- Oni Projects Private Limited
- P.S. Realtors Private Limited
- Paavan Buildcon Private Limited
- Panchvati Buildwell Private Limited
- Parasnath And Associates Private Limited
- Parsvnath Dehradun Info Park Private Limited
- Parsvnath Indore Info Park Private Limited
- Parsvnath Gurgaon Info Park Private Limited
- Parasnath Travels & Tours Private Limited
- Parsvnath Biotech Private Limited
- Parsvnath Buildwell Private Limited (formerly, Aadarshini Buildwell
Private Limited ) **
- Parsvnath Estate Developers Private Limited (Formerly, Farhat
Developers Private Limited) #
- Parsvnath Knowledge Park Private Limited
- Parsvnath Cyber City Private Limited
- Parsvnath Promoters And Developers Private Limited (Formerly, Luba
Real Estate Private Limited) #
- Parsvnath Realcon Private Limited (Formerly, Momentous Developers
Private Limited) **
- Palakkad Infrastructure Private Limited
- Parikrama Infrastructure Private Limited
- Pearl Propmart Private Limited
- Perpetual Infrastructure Private Limited
- Pradeep Kumar Jain & Sons (HUF)
- Prasidhi Developers Private Limited
- Prastut Real Estate Private Limited
- Prosperity Infrastructures Private Limited
- Rangoli Buildcon Private Limited
- Rangoli Infrastructure Private Limited
- Sadgati Buildcon Private Limited
- Samiksha Realtors Private Limited
- Sapphire Buildtech Private Limited
- Scorpio Realtors Private Limited
- Sharmistha Realtors Private Limited
- Silverstreet Infrastructure Private Limited
- Snigdha Buildwell Private Limited
- Springdale Realtors Private Limited
- Stupendous Buildtech Private Limited
- Suksma Buildtech Private Limited
- Sumeru Developers Private Limited
- Sureshwar Properties Private Limited
- Timebound Contracts Private Limited
- Vardaan Buildtech Private Limited
- Vinu Promoters Private Limited
- Parsvnath Realcon Private Limited (Subsidiary of Parsvnath Buildwell
Private Limited)
- Parsvnath Developers (GMBT) Private Limited
- Parsvnath Developers (SBBT) Private Limited
- Jarul Promoters & Developers Private Limited
- Baasima Buildcon Private Limited
- Vital Buildwell Private Limited
- ceased to be a related party during the year ** Became joint ventures
during the year
- Became subsidiaries during the year
iii. Joint Ventures
- Parsvnath Hessa Developers Private Limited (Formerly Hessa Realtors
Private Limited) *
- Ratan Parsvnath Developers AOP
- Parsvnath Developers AOP
- Parsvnath Buildwell Private Limited (Formerly Aadarshini Buildwell
Private Limited)
* ceased to be Joint Venture by virtue of Accounting Standard (AS-21)
on Rs.Consolidated Financial Statements''
iv. Key Management Personnel
- Mr. Pradeep Kumar Jain, Chairman
- Mr. Sanjeev Kumar Jain, Managing Director & CEO
- Dr. Rajeev Jain, Whole-time Director
- Mr. G.R. Gogia, Whole-time Director
v. Relatives of Key Management Personnel (with whom the Company had
transactions)
- Mrs. Nutan Jain (Wife of Mr. Pradeep Kumar Jain, Chairman)
26. The Company has no outstanding derivatives or foreign currency
exposure as at the end of the year.
27. Previous year''s figures have been regrouped/rearranged where
necessary to conform to current year''s presentation. |
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| Source : Dion Global Solutions Limited | |
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