(i) As required under section 186(4) of the Companies Act, loan outstanding of Rs. 17,720.04 Lac (March 31, 2023 : Rs. 27,039.84 Lac) is given at rate of interest ranging from 10% - 12% for business purpose and the same are repayable on demand.
(ii) For amounts due and terms and conditions relating to related party receivables, refer Note 38.
(iii) Since all the above loans given by the company are unsecured and considered good, the bifurcation of loan in other categories as required by Schedule III of Companies Act, 2013 Viz : (a) Secured, (b) Loans which have significant increase in credit risk and (c) credit impaired is not applicable.
(iv) No loans are due from directors or other officers of the company, either severally or jointly with any other person.Nor any loans are due from firms or private companies respectively in which any director is a partner, director or a member.
(i) Since all the above trade receivables of the company are unsecured and considered good except those which are disclosed as credit impaired, the further bifurcation in other categories as required by Schedule III of Companies Act, 2013 viz : (a) Secured, (b) Receivables which have significant increase in credit risk is not applicable.
(ii) For amounts due and terms and conditions relating to related party receivables, refer Note 38
(iii) For information about credit risk and market risk related to trade receivables, refer note 35
(iv) No trade or other receivables are due from directors or other officers of the company, either severally or jointly with any other person. Nor any trade or other receivables are due from firms or private companies respectively in which any director is a partner, director or a member.
(v) Trade receivables are non interest bearing and are generally on credit terms of upto 30-60 days
Note: (i) Advance for land though unsecured, are considered good as the advances have been given based on arrangement/memorandum of understanding executed by the company and the company/seller/ intermediary is in the course of obtaining clear and marketable title, free from all encumbrances, including for certain properties under litigation.
(ii) Balance with government authorities includes amounts paid under protest Rs.207.19 Lac ( March 31, 2023 : Rs.207.19 Lac )
(iii) No advances are due from directors or other officers of the company, either severally or jointly with any other person.
(d) The company has allotted Nil (March 31, 2023 - 28,50,000) equity shares of Rs. 10 each on pursuant to conversion of warrants to equity shares to Kausalya Realserve LLP.
(e) Terms / rights attached to the equity shares
The company has only one class of shares referred to as equity shares having a par value of Rs.10/-. Each holder of equity shares is entitled to one vote per share. The parent Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General meeting.
In the event of liquidation of the parent company, the holders of the equity shares will be entitled to receive any of the remaining assets of the parent company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by shareholders.
(f) During the year ended March 31, 2024, the company has issued 32000 (March 31, 2023 - NIL) equity shares of Rs. 10 each to the eligible employee's pursuant to the exercise of stock options granted to them under Employees Stock Option Scheme - 2016 (AIL ESOP 2016) for shares reserved for issue under ESOP scheme.
(g) For details of shares reserved for issue under the share based payment plan of the company, please refer note 31.
Securities premium
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
Share based payment reserve
The share options based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.
Retained Earnings
The cumulative gain or loss arising from the operations which is retained by the company is recognised and accumulated under the head of retained earnings.
The Board of Directors recommended a final dividend of Rs.2.5/- (March 31, 2023: Rs. 1.65/-) per equity share and special dividend of Rs.1/- (March 31, 2023: Rs. 1.65/-) per equity share, totalling to a dividend of Rs.3.5/-(March 31, 2023: Rs. 3.3/-) per equity share of face value of Rs.10 each , for the financial year ended March 31, 2024.
Nature of Securities on above Loans:
1. Term loan taken and outstanding of Rs. NIL (March 31, 2023 : Rs. 4095.98 Lac) and overdraft facility from ICICI Bank Limited is secured by first mortgage of unsold units of project “Arvind Aavishkaar” and “Arvind Oasis” together with hypothecation of receivables from the same projects.
2. Term loan taken and outstanding of Rs. 6000 Lac (March 31, 2023 : Rs. 1000 Lac) is secured by way of mortgage of NA land at project Uplands township situated at Nasmed village, Gandhinagar owned by Ahmedabad East Infrastructure LLP (Subsidiary Company).
3. Vehicle loans amounting to Rs. 240.93 Lac (March 31, 2023 : Rs. 158.44 Lac) are secured by respective vehicles.
Note 3: Trade payables for goods and services are non-interest bearing and are majorly settled on 30 to 90 days terms
Note 4: Based on information and records available with company, details of suppliers who are registered as micro, small or medium enterprise under "The Micro, Small and Medium Enterprise Development Act, 2006" (Act) till March 31, 2024 is as mentioned below. This has been relied upon by the auditors.
The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. Certain sections of the Code came into effect on May 3, 2023. However, the final rules/interpretation have not yet been issued. Based on a preliminary assessment, the entity believes the impact of the change will not be significant.
27 Earnings per share ( EPS )
Basic EPS is calculated by dividing the profit for the year attributable to equity shareholders by weighted average number of equity shares outstanding during the year. Diluted EPS is calculated by dividing the profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares. The following table reflects the income and share data used in the basic and diluted EPS computation.
28 Commitments and Contingencies
a. Commitments
As at March 31, 2024 the company has given net advance of Rs. 6519.22 Lac/- (March 31, 2023: Rs. 4,072.01 Lac) for purchase of land. Under the agreements executed with the land owners, the company is required to make further payments based on the agreed terms. Further the company has commitment on capital account ( Net of advances) amounting to Rs. 1800 Lac (March 31, 2023: Rs. NIL) relating to purchase of assets.
b. Contingent liabilities
Claims against the company not acknowledged as debt:
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Particulars
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For the year 2023-24
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For the year 2022-23
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Disputed demands in respect of -
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Income tax
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597.27
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563.03
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Indirect Tax (TDR)
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226.54
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207.44
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Indirect Tax - Goods & Service Tax Act 2017
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247.30
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-
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Indirect Tax (VAT)
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-
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42.22
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Notes:
The Company has not recognized and acknowledged the claims as liability in the books of account amounting to Rs.597.27 Lac (March 31, 2023: Rs.563.03 Lac) which have been made against the company by Department of Income Tax since such claims have been disputed and pending before the appropriate authorities for final adjudication and accordingly sub-judice. The company has been advised by its tax counsel that it is only possible, but not probable, that the action will succeed. Accordingly, no provision for any liability has been made in these financial statements.
The Company has not recognized and acknowledged the claims as liability in the books of account amounting to Rs. 473.84 Lac (March 31, 2023: Rs. 249.66 Lac ) which have been made against the company by Department of Goods and service tax & Karnataka VAT, since such claims have been disputed and pending before the appropriate authorities for final adjudication and accordingly sub-judice. The claim of TDR of Rs. 226.54 Lac (March 31, 2023: Rs. 207.44 Lac) , Out of which Rs. 207.44 is paid under protest while Rs.42.22 have been paid in cash and by furnishing Bank guarantee which has been settled and revoked as on March 31, 2024. Further, the claim of Rs. 247.30 (March 31, 2023: Nil) pertains to denial of Tran-1 credit on the grounds that transitional credit availed is in excess to the credit available in the KVAT returns. The company has been advised by its legal counsel that it is only possible, but not probable, that the action will succeed. Accordingly, no provision for any liability has been made in these financial statements.
29 Segment Reporting
The Company's primary business is development of real estate comprising of residential, commercial and industrial projects. Company's performance for operation as defined in Ind AS 108 is evaluated as a whole by the Managing Director & CEO/Chief Financial Officer who are chief operating decision maker ('CODM') of the Company based on which development of real estate activities are considered as a single operating segment. The Company reports geographical segment which is based on the areas in which major operating divisions of the Company operate and the entire operations are based only in India and hence no further disclosures are made in this regards. During the year 2023-24 and 2022-23 , no single external customer has generated revenue of 10% or more of the Company's total revenue.
30 Disclosure pursuant to employee benefits
A. Defined contribution plans : Provident fund and employee state insurance
The company makes contribution towards employees' provident fund and employees' state insurance plan scheme. Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll costs. The Company during the year recognized Rs. 182.06 Lac (March 31, 2023 : Rs. 137.66 Lac) as expense towards contributions to these plans. The company does not have any further obligation in this regards.
B. Defined benefit plans
(a) Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement / termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a non funded plan.
31 Share-based payments
The company provides share-based payment schemes to its employees. During the year ended March 31, 2024, an employee stock option plan (ESOP) was in existence. The relevant details of the scheme and the grant are as below:
Employee Stock Option (ESOP) Scheme (2016)
The Company instituted an Employees Stock Option Scheme ('ESOP 2016') pursuant to the approval of the shareholders of the company at their Annual General Meeting held on September 23, 2016. In accordance with the ESOP 2016 :
a. The Company has on August 23, 2018, granted 3,70,000 options to the eligible employees of the company at an exercise price of Rs. 158.30/-. The options under this grant would vest to the employees in the ratio of 25%, 25% and 50% on 1st year, 2nd year and 5th year respectively from the date of grant, based on continued service and certain performance parameters. These options can be exercised by the employees within period of five years from the date of respective vesting of options.
b. The Company has on March 29, 2022, granted 4,50,000 options to the eligible employees of the company and subsidiaries, at an exercise price of Rs. 194.05/-. The options under this grant would vest to the employees in the ratio of 40% and 60% on 2nd year and 3rd year respectively from the date of grant, based on continued service and certain performance parameters. These options can be exercised by the employees within period of five years from the date of respective vesting of options.
The management assessed that carrying amount of unquoted Investments, cash and cash equivalents, other bank balance, trade receivables, loans, Other financial assets, trade payable and other financial liabilities approximate their fair values largely due to the short term maturities of these instruments. Borrowings are to be repaid as per specified repayment schedule.
There have been no transfers between Level 1 and Level 2 during the period.
34 Capital management
The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors of the Company seek to maintain a balance between the higher returns that might be possible with higher level of borrowings and advantages of a sound capital position.
The Company monitors capital using a net debt to equity ratio, which is as follows:
1. Equity includes equity share capital and all other equity components attributable to the equity holders.
2. Net debt includes borrowings (non-current and current) less cash and cash equivalents
35 Financial risk management objectives and policies
The Company's principal financial liabilities, comprise of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include loans, Investments , trade and other receivables and cash and cash equivalents that are derived directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's management oversees the management of these risks and ensures that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives.
1. Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and other price risk, such as commodity/ real-estate risk.
The sensitivity analysis in the following sections relate to the position as at March 31, 2024 and March 31, 2023. The sensitivity analysis has been prepared on the basis that the amount of net debt and the ratio of fixed to floating interest rates of the debt. The analysis excludes the impact of movements in market variables on the carrying values of gratuity and other post retirement obligations/provisions.
The below assumption has been made in calculating the sensitivity analysis:
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2024 and March 31, 2023.
Interest rate risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in Interest rate. The entity's exposure to the risk of changes in Interest rates relates primarily to the entity's operating activities (when receivables or payables are subject to different interest rates) and the entity's net receivables or payables.
The company is affected by the price volatility of certain commodities/ real estate. Its operating activities require the ongoing development of real estate. The company's management has developed and enacted a risk management strategy regarding commodity/ real estate price risk and its mitigation. The company is subject to the price risk variables, which are expected to vary in line with the prevailing market conditions.
Interest rate sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in interest rates, with all other variables held constant for variable rate instruments. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The year end balances are not necessarily representative of the average debt outstanding during the year.
2. Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The carrying amount of following financial assets represents the maximum credit exposure.
Trade receivables
Receivables resulting from sale of properties: Customer credit risk is managed by requiring customers to pay advances before transfer of ownership, therefore substantially eliminating the company's credit risk in this respect.
Financial Instrument and cash deposits
Credit risk from balances with banks and financial institutions is managed by the company's treasury department in accordance with the company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the company's Board of Directors on an annual basis. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through a counterparty's potential failure to make payments. The company's maximum exposure to credit risk for the components of the statement of financial position at March 31, 2024 and March 31, 2023 is the carrying amounts.
3. Liquidity Risk
Liquidity risk is the risk that the company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The table below summarises the remaining contractual maturities of the company's financial liabilities at the reporting date.
D. Terms and conditions of transactions with related parties :
1) Transaction entered into with related party are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free except as specified and expected based on terms of agreement and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. The company has not recorded any provision/ write-off of receivables relating to amounts owed by related parties.
2) In respect of the transactions with the related parties, the Company has complied with the provisions of Section 177 and 188 of the Companies Act, 2013 where applicable, and the details have been disclosed above, as required by the applicable accounting standards.
3) Refer note 31 for ESOPs granted as per ESOP schemes
E. Commitments with related parties :
The company has not provided any commitment to the related party as at March 31, 2024 (March 31, 2023:
Rs. Nil)
The company creates provision for post-employment gratuity benefits based on actuarial valuation of such liability. Such an actuarial valuation is carried out on a company-level and not an individual level. Hence, expenses incurred on key management personnel during the year to this extent is not identifiable and has thus not been disclosed.
40 Leases
Company as a lessee
The lease liability is initially measured at amortized cost at the present value of the future lease payments on the date of initial application. Right to use assets are initially recognized that is equal to lease liabilities on the initial application date.
The company has lease contract for office building at head office-Ahmedabad used for its operations with lease term of 3 years and option of further extension for additional 7 years at the option of lessee . Accordingly, a right-of-use asset of Rs. 82.14 Lac and a corresponding lease liability of Rs. 82.14 Lac has been recognized. The principal portion of the lease payments have been disclosed under cash flow from financing activities. The company's obligations under its leases are secured by the lessor's title to the leased assets. The lease contract includes extension and termination options and variable lease payments, which are further discussed below.
The company has lease contract for office building at Bangalore used for its operations with lease term of 7 years . Accordingly, a right-of-use asset of Rs. 318.81 Lac and a corresponding lease liability of Rs. 318.81 Lac has been recognized. The principal portion of the lease payments have been disclosed under cash flow from financing activities. The company's obligations under its leases are secured by the lessor's title to the leased
The company had total cash outflows for leases of Rs. 67.53 Lac in March 31, 2024 (Rs. 11.04 Lac in March 31, 2023). The company had non-cash additions of right-of-use assets and lease liabilities of Rs. 318.81 Lac in March 31, 2023 (Rs.82.14 Lac in March 31, 2023).
The Company has incurred leasehold improvement cost of Rs. 66.83 Lac which will be amortised over the tenure of lease. ( Refer Note 3.1)
41 Events after the reporting period:
The board of directors have proposed dividend after the balance sheet date which are subject to approval by the shareholders at the annual general meeting. Refer Note 13 for details.
42 The company has migrated to SAP Application software from legacy Farvision software wef July 31, 2023 for maintaining its books of account during the year. In respect of SAP Application software, which has a feature of recording audit trail (edit log) facility, the same has operated for all the transactions recorded in the Application except that audit trail feature is not enabled for direct changes to data when using certain access rights to the HANA application. Further there is no instance of audit trail feature being tampered with in respect of the SAP Application accounting software. In respect of legacy software, Farvision which was operated by a third-party software service provider, Management is not in possession of Service Organization Controls report to determine whether audit trail feature of the said software was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature being tampered with.
43 Other statutory Information:
a The Company has availed loans from banks on the basis of security of current assets. The Company files statement of current assets with the bank on periodical basis. There are no material discrepancies between the statements filed by the Company and the books of accounts of the Company.
b The company has not been declared a wilful Defaulters by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters issued by the RBI.
c There are no proceedings initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
d The company has not traded or invested in Crypto currency or Virtual Currency during the reporting periods.
e The company has neither advanced, loaned or invested funds nor received any fund to/from any person or entity for lending or investing or providing guarantee to/on behalf of the ultimate beneficiary during the reporting periods.
f There is no immovable property whose title deed is not held in the name of the company.
g There is no charge or satisfaction of charge which is yet to be registered with ROC beyond the statutory period.
h The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
i The company has not entered into any scheme of arrangement in terms of sections 230 to 237 of the Companies Act, 2013.
j The company does not have any transaction not recorded in the books of accounts that has been surrendered or not disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
k The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999)and the Prevention of Money-Laundering Act, 2002 wherever applicable.
44 These financial statements is not signed by CFO since existing CFO has resigned with effect from April 22, 2024.
45 The figures for the previous year have been regrouped wherever necessary to conform with the current year's classification.
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