Description
The Company, as an incorporated legal entity came into existence on May 10, 2005, under the Companies Act, 1956, having
been registered on such date with the Registrar of Companies, NCT of Delhi and Haryana vide registration no.
U65922DL2005PLC136029 and obtained the certificate for commencement of business on January 10, 2006, to enable it to
carry on the business of housing finance, upon receipt of the license to do so from the National Housing Bank. Indiabulls
Financial Services Limited (IBFSL), the erstwhile promoter of the Company, incorporated on January 10, 2000 and since March
30, 2001, had already been functioning, as a non banking finance company. The merger of IBFSL with the Company, on a
going concern basis, therefore ensured a continuity of the Company‟s business, since March 30, 2001.
INFORMATION MEMORANDUM
Dated: July 17, 2013
INDIABULLS HOUSING FINANCE LIMITED
The Company, as an incorporated legal entity came into existence on May 10, 2005, under the Companies Act, 1956, having
been registered on such date with the Registrar of Companies, NCT of Delhi and Haryana vide registration no.
U65922DL2005PLC136029 and obtained the certificate for commencement of business on January 10, 2006, to enable it to
carry on the business of housing finance, upon receipt of the license to do so from the National Housing Bank. Indiabulls
Financial Services Limited (IBFSL), the erstwhile promoter of the Company, incorporated on January 10, 2000 and since March
30, 2001, had already been functioning, as a non banking finance company. The merger of IBFSL with the Company, on a
going concern basis, therefore ensured a continuity of the Company?s business, since March 30, 2001.
Registered Office: F-60, Malhotra Building, Second Floor, Connaught Place, New Delhi - 110 001
Tel: +91-11-30476500; Fax: +91-11-41529071
Corporate Office 448-451, Udyog Vihar, Phase-V, Gurgaon, Haryana-122016
Tel: +91-124-3989555; Fax: +91-124-6681111
Contact Person: Mr. Amit Jain, Company Secretary and Compliance Officer
Website: http://www.indiabulls.com Email: [email protected]
Registered with Registrar of Companies: NCT of Delhi & Haryana, IFCI Tower, 4th Floor, 61, Nehru Place, New Delhi 110 019.
FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY
INFORMATION MEMORANDUM FOR LISTING OF 31,25,11,167 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF
RS. 2/- EACH AND 2,75,00,000 WARRANTS WITH A WARRANT ISSUE PRICE OF RS. 5/- EACH
NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds unless they can
afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment
decision. For taking an investment decision, investors must rely on their own examination of the issuer, including the risks involved.
The securities have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI
guarantee the accuracy or adequacy of this document."
Specific attention of investors is invited to the statement of “Risk factors” beginning at page number 7.
ABSOLUTE RESPONSIBILITY OF INDIABULLS HOUSING FINANCE LIMITED
Indiabulls Housing Finance Limited, having made all reasonable inquiries, accepts responsibility for and confirms that this
Information Memorandum contains all information with regard to Indiabulls Housing Finance Limited, which is material, that the
information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any
material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission
of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading
in any material respect.
LISTING ARRANGEMENTS
The Equity Shares and Warrants of our Company are proposed to be listed on The BSE Limited (BSE) and The National Stock
Exchange of India Limited (NSE). The Company has submitted this Information Memorandum to BSE and NSE and the same is
available on the Company?s website http://www.indiabulls.com. The Information Memorandum would also be made available on
the website of BSE, www.bseindia.com and NSE, www.nseindia.com.
ADVISORS TO THE COMPANY REGISTRAR AND TRANSFER AGENT
Sobhagya Capital Options Limited
SEBI Regn. No. - INM000008571
B- 206, Okhla Industrial Area, Phase- I, New Delhi- 110020
Tel: 011 40777000 Fax: 011 40777069
Email: [email protected]
Contact Person: Mr. Heemadri Mukerjea/ Ms. Archana Sharma
Karvy Computershare Private Limited
SEBI Regn. No- INR000000221
Address: Plot No. 17 to 24, Vittal Rao Nagar, Madhapur,
Hyderabad – 500 081
Email : [email protected]
Tel No: 040 – 44655000
Fax No: 040 – 23420814
Contact Person: Mr. S. D. Prabhakar
TABLE OF CONTENTS
SECTION I- GENERAL ...................................................................... 1
DEFINITIONS / ABBREVIATIONS ................................................................. 1
CONVENTIONAL / GENERAL TERMS ............................................................. 1
COMPANY RELATED TERMS ........................................................................ 1
ABBREVIATIONS ....................................................................................... 2
TECHNICAL/INDUSTRY RELATED TERMS ...................................................... 3
SECTION II- RISK FACTORS ........................................................... 5
FORWARD LOOKING STATEMENTS .............................................................. 5
PRESENTATION OF FINANCIAL AND MARKET DATA ....................................... 6
RISK FACTORS ......................................................................................... 7
SECTION III- INTRODUCTION ...................................................... 20
SUMMARY OF INDUSTRY OVERVIEW ......................................................... 20
SUMMARY OF BUSINESS OVERVIEW ......................................................... 21
SCHEME OF ARRANGEMENT ..................................................................... 22
SUMMARY FINANCIAL AND OPERATING INFORMATION ................................ 41
GENERAL INFORMATION .......................................................................... 53
CAPITAL STRUCTURE OF THE COMPANY .................................................... 68
STATEMENT OF TAX BENEFITS ................................................................. 79
SECTION IV-ABOUT THE COMPANY ............................................... 88
INDUSTRY OVERVIEW ............................................................................. 88
BUSINESS OVERVIEW ............................................................................. 90
KEY INDUSTRY REGULATIONS .................................................................. 91
HISTORY AND CERTAIN CORPORATE MATTERS ........................................... 95
OUR MANAGEMENT ............................................................................... 100
PROMOTERS ......................................................................................... 116
CURRENCY OF PRESENTATION ............................................................... 119
DIVIDEND POLICY ................................................................................. 120
SECTION V- FINANCIAL INFORMATION ...................................... 121
FINANCIAL INFORMATION OF OUR COMPANY ........................................... 121
FINANCIAL INFORMATION OF GROUP COMPANIES .................................... 256
CHANGES IN ACCOUNTING POLICIES IN THE LAST THREE YEARS ............... 263
MANAGEMENT?S DISCUSSION AND ANALYSIS .......................................... 264
SECTION VI- LEGAL AND OTHER INFORMATION ......................... 269
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS.................... 269
GOVERNMENT APPROVALS OR LICENSING ARRANGEMENTS ....................... 272
SECTION VII - OTHER REGULATORY AND STATUTORY
DISCLOSURES ............................................................................. 273
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............. 277
SECTION VIII- MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
................................................................................................... 278
SECTION IX- OTHER INFORMATION ........................................... 309
MATERIAL DOCUMENTS FOR INSPECTION ................................................ 309
DECLARATION ...................................................................................... 310
1
SECTION I- GENERAL
DEFINITIONS / ABBREVIATIONS
ABBREVIATIONS & TECHNICAL TERMS
In this Information Memorandum, the terms “we”, “us”, “our”, “the Company”, “our Company” or
“IBHFL”, unless the context otherwise implies, refer to Indiabulls Housing Finance Limited. All
references to “Rs.” or “Re.” or “INR” refer to Rupees, the lawful currency of India, “USD” or “US$”
refer to the United States Dollar, the lawful currency of the United States of America, references to the
singular also refers to the plural and one gender also refers to any other gender, wherever applicable,
and the words “Lakh” or “Lac” means “100 thousand” and the word “million” or “mn” means “10 lacs”
and the word “crore” means “10 million” or “100 lacs” and the word “billion” means “1,000 million” or
“100 crores”. Any discrepancies in any table between the total and the sums of the amounts listed are
due to rounding off.
CONVENTIONAL / GENERAL TERMS
Term Description
„Indiabulls Housing Finance Limited? or
„IBHFL? or „The Company? or „Our Company?
or „Issuer Company? or „we? or „us? or „our? or
„Amalgamated Company?
Unless the context otherwise requires, refers to,
Indiabulls Housing Finance Limited, a Public Limited
Company incorporated under the provisions of the
Companies Act, 1956 and having its registered office at
F-60 Malhotra Building, 2nd Floor Connaught Place, New
Delhi - 110 001
Promoter(s) Shall mean Mr. Sameer Gehlaut, Mr. Rajiv Rattan and
Mr. Saurabh K Mittal
COMPANY RELATED TERMS
Term Description
Act /The Companies Act The Companies Act, 1956 and amendments thereto.
AGM Annual General Meeting
Amalgamated Company Indiabulls Housing Finance Limited
Amalgamating Company Indiabulls Financial Services Limited
AS
Accounting Standards, as issued by the Institute of
Chartered Accountants of India
Board /Board of Directors Board of Directors of the Company
Capital or Share Capital Share Capital of the Company
BSE BSE Limited
NSE National Stock Exchange of India Limited
Depositories Act The Depositories Act, 1996 and amendments thereto
DP Depository Participant
EGM Extraordinary General Meeting
Equity Share(s) or Share(s) Means the Equity Share of the Company having a face
value of Rs. 2/- unless otherwise stated
Equity Shareholder Means a holder of Equity Shares of Indiabulls Housing
Finance Limited.
Financial Year/Fiscal/FY Period of twelve months beginning April 1 of a particular
calander year and ending March 31 of the calendar year
immediately following , unless otherwise stated
GOI Government of India
Scheme or Scheme of Arrangement Scheme of Arrangement among Indiabulls Financial
Services Limited and their respective Shareholders and
Creditors and Indiabulls Housing Finance Limited and
2
their respective Shareholders and Creditors, as
sanctioned by the Hon?ble High Court of Judicature at
Delhi vide its order dated December 12, 2012.
SEBI Securities and Exchange Board of India
Statutory Auditors Deloitte Haskins & Sells, Indiabulls Finance Centre,
Tower 3, 27th-32nd Floor, Elphinstone Mill Compound,
Senapati Bapat Marg, Elphinstone (W), Mumbai – 400
013. India
Takeover Code Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011
as amended to date
Tax Auditors A Sardana & Co., Chartered Accountants, having their
office at D-118, Saket, New Delhi – 110017
Regulations/ ICDR Regulations SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2009 as amended to date
Warrants Means warrants of Indiabulls Housing Finance Limited
issued in terms of the Scheme to the holders of
27,500,000 listed warrants of IBFSL
ABBREVIATIONS
TERM DESCRIPTION
AGM Annual General Meeting
A.Y Assessment Year
A/c Account
AS Accounting Standards as issued by ICAI
BSE BSE Limited
Bn/bn Billion
BPLR Benchmark Prime Lending Rate
CAGR Compounded Annual Growth Rate
CCPS Convertible Cumulative Preference Shares
CDSL Central Depository Services (India) Limited
CLB Company Law Board
Cr “Crore” or “10 million” or “100 lacs”
CST Central Sales Tax
MCA Ministry of Corporate Affairs
DP Depository Participant
EGM Extraordinary General Meeting
ECB External Commercial Borrowing.
EPS Earnings per share (EPS=Profit after tax/No. of equity
shares)
ESI Employee State Insurance
FEMA Foreign Exchange Management Act, 1999 as amended
from time to time and the Rules and Regulations there
under.
FII Foreign Institutional Investor
FIPB Foreign Investment Promotion Board
FY Financial Year
FCNR Account Foreign Currency Non Resident Account
FDI Foreign Direct Investment
FI Financial Institutions
GOI Government of India
3
GDP Gross Domestic Product
HUF Hindu Undivided Family
IBFSL Indiabulls Financial Services Limited
ICAI Institute of Chartered Accountants of India
IFSC Indian Financial System Code
IPR Intellectual Property Rights
ITA Income Tax Act, 1961
Lac/Lakh One hundred thousand
MOU Memorandum of Understanding
Mn/mn Million
NA Not Applicable
NAV/BV Net Asset Value/Book Value
NRE Account Non Resident External Account
NRI Non Resident Indian
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
Not applicable. Not Applicable
p.a. Per Annum
PAN Permanent Account Number
PE Ratio Price Earning Ratio
PF Provident Fund
PLR Prime Lending Rate
RBI Reserve Bank Of India
ROC Registrar of Companies, NCT of Delhi and Haryana
ROCE Return on Capital Employed
ROCE = (Profit before interest and tax/capital
employed)*100
ROE Return on Equity ROE=(Profit after tax/Equity
Capital)*100
RONW Return on Networth RONW=(Profit after
tax/Networth)*100
SCRR Securities Contracts (Regulation), Rules, 1957, as
amended from time to time
SEBI Securities and Exchange Board of India constituted
under the Securities and Exchange Board of India Act,
1992 (as amended)
The Act The Companies Act, 1956 (as amended from time to
time)
UIN Unique Identification Number
VAT Value Added Tax
TECHNICAL/INDUSTRY RELATED TERMS
Terms Description
HFC A Housing Finance Company registered with NHB.
HP Hire Purchase Finance Company
IC Investment Company
KYC Know Your Customer
LAP Loan against Property
LAS Loan against Shares
4
LC Loan Company
MBFC Mutual Benefit Financial i.e., Nidhi Company
NBFC A Non-Banking Financial Company (NBFC) registered
with RBI.
NBFC – ND Non Banking Financial Company – Non Deposit Taking
NBFC – ND - NSI Non Banking Financial Company – Non Deposit Taking –
Non Systemically Important
NHB National Housing Bank
NOF Net Owned Fund
NPA Non Performing Assets
PDs Primary Dealers
PLR Prime Lending Rate
PPP Purchasing Power Parity
RNBC Residuary Non Banking Company
RRB Regional Rural Bank
SCB Scheduled Commercial Bank
5
SECTION II- RISK FACTORS
FORWARD LOOKING STATEMENTS
All statements contained in this Information Memorandum that are not statements of historical fact
constitute “forward-looking statements.” Investors can generally identify forward-looking statements
by terminology such as “aim”, “anticipate”, “believe”, “contemplate”, “continue”, “could”, “estimate”,
“expect”, “future”, “goal”, “intend”, “may”, “objective”, “plan”, “potential”, “project”, “pursue”, “seek
to”, “shall”, “should”, “will”, “will continue”, “will likely result”, “will pursue”, “would”, or other words
or phrases of similar import.
All statements regarding the Company?s expected financial condition and results of operations and
business plans and prospects are forward-looking statements. These forward-looking statements
include statements as to the Company?s business strategy, revenue and profitability and other matters
discussed in this Information Memorandumthat are not historical facts. These forward-looking
statements and any other projections contained in this Information Memorandum (whether made by
the Company or any third party) are predictions and involve known and unknown risks, uncertainties,
assumptions and other factors that may cause the Company?s actual results, performance or
achievements to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements or other projections. Important factors that
could cause actual results, performance or achievements to differ materially include, but are not
limited to, those discussed under “Risk Factors”, “Business Overview” and “Management?s Discussion
and Analysis” beginning on page nos. 7, 90 and 264 respectively, of this Information Memorandum.
The forward-looking statements contained in this Information Memorandum are based on the beliefs
of management, as well as the assumptions made by and information currently available to
management. Although the Company believes that the expectations reflected in such forward-looking
statements are reasonable at this time, it cannot assure investors that such expectations will prove to
be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such
forward-looking statements. If any of these risks and uncertainties materialize, or if any of the
Company?s underlying assumptions prove to be incorrect, the Company?s actual results of operations
or financial condition could differ materially from that described herein as anticipated, believed,
estimated or expected. All subsequent forward-looking statements attributable to the Company are
expressly qualified in their entirety by reference to these cautionary statements.
6
PRESENTATION OF FINANCIAL AND MARKET DATA
Fi nanci al Data
Unless otherwise stated, the financial data in this Information Memorandum is derived from the
audited annual accounts of Indiabulls Housing Finance Limited.
The financial information of Indiabulls Housing Finance Limited are presented on a standalone basis for
the financial years ended March 31, 2013, March 31, 2012, March 31, 2011, March 31, 2010 and
March 31, 2009 and on a consolidated basis for the financial year ended March 31, 2013 as the
consolidated accounts under Accounting Standard 21 were prepared for the first time for the year
ended March 31, 2013.
The fiscal year of Indiabulls Housing Finance Limited commences on April 1 and ends on March 31 of
the next year, so all references to a particular fiscal year of Indiabulls Housing Finance Limited are to
the 12 month period ended on March 31 of that year.
For additional definitions used in this Information Memorandum, see the section “Definitions and
Abbreviations” beginning from on page no. 1 of this Information Memorandum. In the section entitled
“Main Provisions of the Articles of Association of the Company” on page no. 276 of this Information
Memorandum, defined terms have the meaning given to such terms in the Articles of Association of
the Company.
Market Dat a
Unless stated otherwise, industry data used throughout this Information Memorandum has been
obtained from industry publications. Industry publications generally state that the information
contained in those publications has been obtained from sources believed to be reliable but that their
accuracy and completeness are not guaranteed and their reliability cannot be assured. The data used
from these sources may have been reclassified for the purpose of presentation. Although the Company
believes the industry data used in this Information Memorandum to be reliable, it has not been
independently verified. Similarly, internal Company reports, while believed by the Company to be
reliable, have not been verified by any independent sources.
7
RISK FACTORS
RISK FACTORS ENVISAGED BY MANAGEMENT
An investment in securities involves a high degree of risk. An investor should carefully
consider all of the information in this Information Memorandum, including the risks and
uncertainties described below. If any of the following risks actually occur, the business,
financial condition and results of operations could suffer, the trading price of the securities
could decline, and all or part of the investment may be lost.
Materiality
The Risk factors have been determined on the basis of their materiality. The following
factors have been considered for determining the materiality.
1. Some events may not be material individually but may be found material collectively.
2. Some events may have material impact qualitatively instead of quantitatively.
3. Some events may not be material at present but may be having material impacts in
future.
INTERNAL RISK FACTORS AND RISK RELATING TO THE COMPANY’S BUSINESS
1. The Company’s financial performance is particularly vulnerable to interest rate
risk.
Our results of operations are substantially dependent upon the level of our net interest
income. Interest rates are highly sensitive to many factors beyond our control, including
the RBI?s monetary policies and domestic and international economic and political
conditions.
Changes in interest rates could affect the interest rates charged on interest-earning
assets differently than the interest rates paid on interest-bearing liabilities.
There can be no assurance that we will be able to manage our interest rate risk
adequately in the future. If we are unable to do so, this would have an adverse effect on
our net interest income. Further, an increase in interest rates may adversely affect the
demand for housing finance in India, which in turn may affect our interest income on
housing loans and have a material adverse effect on our business, financial condition
and results of operations.
2. The Company’s business could be adversely affected if it is not able to control
or reduce the level of non-performing assets in its portfolio and/or if it
experiences further deterioration of its non-performing asset portfolio and an
inability to improve its provisioning coverage as a percentage of gross non-
performing assets.
8
A number of factors which are not within our control could affect our ability to control
and reduce non-performing loans. These factors include developments in the Indian
economy and the real estate scenario, movements in global markets, global competition,
changes in interest rates and exchange rates and changes in regulations. If we continue
to expand at our current rate, we may in the future reach a point where we cannot
continue to grow at the same rate without causing our non-performing loans to increase
and the overall quality of our loan portfolio to deteriorate. If our non-performing loans
increase, we may be unable to execute our business plan as expected and that could
adversely affect the price of the NCDs, the Warrants and the Shares.
There can be no assurance that our present provisions will be adequate to cover any
further increase in the amount of non-performing loans or any deterioration in our non-
performing loan portfolio.
3. The Company depends on the accuracy and completeness of information
provided by potential borrowers and reliance on any misleading information
given may affect Company’s judgment of credit worthiness of potential
borrowers, which may in turn affect its business, results of operations and
financial condition.
In deciding whether to extend credit to customers, the Company relies on published
credit information relating to such parties; financial and other relevant information
furnished to the Company by customers, and the Company?s business associates
through whom it performs credit assessment. The Company is not certain that its
management controls will continue to be sufficient or that additional risk management
policies for individual borrowers will be required. If any of the aforesaid information, as
obtained from customers and third parties, is misleading or inaccurate, the procedures
that the Company follows may not be adequate or sufficient to provide accurate data as
to the creditworthiness of Company?s customers. In the event the Company does not
accurately identify the risk of default, or if it relies on information that may not be true
or may be materially misleading, its business, future financial performance and results
of operations may be materially and adversely affected.
4. The Company’s business requires substantial fund raising, and any disruption
in funding sources and access to capital markets would have a material adverse
effect on its liquidity and financial condition.
Since the Company is a “non-deposit accepting” Housing Finance Company (HFC) and
does not have access to deposits, its liquidity and ongoing profitability are, in large part,
dependent upon timely access to, and the costs associated with raising funds. The
Company?s funding requirements historically have been met from a combination of
borrowings, bank borrowings; issuance of NCDs; sales of its loans to other lenders such
as banks; and issuance of commercial paper and equity. Thus, the business of the
Company depends on and will continue to depend on the Company?s ability to access
diversified funding sources.
5. The Company’s inability to effectively manage its growth or to successfully
implement its business plan and growth strategies could have an adverse effect
on the Company’s business, results and financial condition.
9
The Company expects that its growth strategy will place significant demands on its
management, financial and other resources. In particular, continued expansion increases
the challenges involved in financial and technical management, recruitment, training and
retaining sufficient skilled technical and management personnel, and developing and
improving its internal administrative infrastructure while the Company intends to pursue
existing and potential market opportunities, the Company?s inability to manage its
business plan effectively and execute its growth strategy could have an adverse effect
on its operations, results, financial condition and cash flows.
In order to manage growth effectively, the Company must implement and improve
operational systems, procedures and internal controls on a timely basis. If the Company
fails to implement these systems, procedures and controls on a timely basis, or if there
are weaknesses in its internal controls that would result in inconsistent internal standard
operating procedures, the Company may not be able to meet its customers? needs, hire
and retain new employees, pursue new business, complete future strategic agreements
or operate its business effectively. There can be no assurance that the Company?s
existing or future management, operational and financial systems, procedures and
controls will be adequate to support future operations or establish or develop business
relationships beneficial to future operations.
Our results of operations depend on a number of internal and external factors, including
the increase in demand for housing loans in India, competition, our ability to expand
geographically and diversify our product offerings and also significantly on our net
interest income. Further, we cannot assure that we will not experience issues such as
capital constraints, difficulties in expanding our existing business and operations, and
hiring and training of new personnel in order to manage and operate our expanded
business.
6. If the corporate undertakings provided by us in our assignment of receivables
transactions are invoked, it may require outflow in respect of these
undertakings and adversely affect our net income
We have in the past, assigned/ securitised a portion of the receivables from our loan
portfolio to banks and other institutions. The assignment/securitisation transactions
were conducted on the basis of our internal estimates of our funding requirements. Any
change in NHB/RBI or other government regulations in relation to
assignments/securitisations by HFCs could have an adverse impact on our
assignment/securitisation program.
In the event the relevant bank or institution does not realise the receivables due under
such loans, the relevant bank or institution would have recourse to the corporate
guarantee and/or cash collateral provided by the company and the underlying security,
in the event such loans are secured.
7. The Company’s business is dependent on relationships with its clients
established through its branches. Closure of branches or loss of its key branch
personnel may lead to damage to these relationships and a decline in its
revenue and profits.
Our business is dependent on key branch personnel who directly manage client
relationships. We encourage dedicated branch personnel to service clients since we
believe that this leads to long-term client relationships. While no one branch manager or
operating group of managers contributes a meaningful percentage of our business, our
business may suffer materially if a substantial number of branch managers either
become ineffective or leave the organization.
10
8. The Company may be unable to foreclose or it may not be able to realize the
expected value of collateral when borrowers default on their obligations to us,
which may result in failure to recover the expected value of collateral security.
The primary security for the loans disbursed by the Company is the underlying property.
The value of this security is largely dependent on housing market conditions prevalent at
that time. The value of the collateral on the loans disbursed by the Company may
decline due to adverse market conditions, including an economic downturn or a
downward movement in real estate prices. Failure to recover the expected value of
collateral could expose the Company to losses and, in turn, result in a material adverse
effect on our business, results of operations and financial condition.
9. The Company has to comply with stricter regulations and guidelines issued by
regulatory authorities in India, including the NHB.
The Company is regulated principally by and has reporting obligations to the NHB and
RBI. The Company is also subject to corporate, taxation and other laws in effect in India.
The regulatory and legal framework governing the Company differs in certain material
respects from that in effect in other countries and may continue to change as India?s
economy and commercial and financial markets evolve. In recent years, existing rules
and regulations have been modified, new rules and regulations have been enacted and
reforms have been implemented which are intended to provide tighter control and more
transparency in India?s housing finance sector. Moreover, NHB guidelines prescribe the
provisioning required in respect of our outstanding loan portfolio. The level of our
present provisions may not be adequate to cover further increases in the amount of our
non-performing loans or the underlying collateral. If such provisions are not sufficient to
provide adequate cover for loan losses that may occur, or if the Company is required to
increase its provisions, this could have a material adverse effect on financial condition,
liquidity and results of operations of the Company.
10. A decline in its capital adequacy ratio could restrict the Company’s future
business growth
If our Company continues to grow our loan portfolio and asset base, we will be required
to raise additional Tier I and Tier II capital in order to continue to meet applicable capital
adequacy ratios with respect to our principal business of housing finance.
NHB regulations require HFCs to maintain a capital adequacy ratio which the regulator
may change from time to time as per their judgement. There can be no assurance that
we will be able to raise adequate additional capital in the future on terms favourable to
it. If this leads to our capital adequacy ratio declining, the growth of all our businesses,
including our core housing finance business, could be materially restricted.
Furthermore, if risk weights used to calculate the risk weighted assets against which
capital needs to be held, are increased, our capital adequacy ratio would be reduced and
we may be required to raise additional capital to maintain our capital adequacy ratio.
11. The Company is not permitted to have an aggregate exposure to capital
markets in excess of 40% of our net worth.
11
Pursuant to the NHB Directions, 2010, and directions thereunder, the Company, being
an HFC, is not permitted to have an aggregate exposure to capital markets (both fund
and non-fund based) in excess of 40% of our net worth as of March 31, of the previous
year. Within the overall ceiling, direct investments in shares, convertible
bonds/debentures, units of equity-oriented mutual funds and all exposures to venture
capital funds should not exceed 20% of our net worth. If adverse circumstances, like but
not limited to a diminution in our networth, leads to the risk of this cap being breached,
our business plans may be impacted and the growth of all our businesses, including our
core housing finance business, could be materially restricted.
12. The Company’s ability to access funding sources also depends on its credit
ratings.
The cost and availability of capital is also dependent on the Company?s short-term and
long-term credit ratings. The company?s long-term ratings are “CARE AA+” by CARE and
“CRISIL AA” by CRISIL, reflect the rating agencies opinion of the Company?s financial
strength, operating performance, strategic position, and ability to meet its obligations.
Any downgrade of the Company?s credit ratings would increase borrowing costs and
constrain its access to capital and lending markets and, as a result, would negatively
affect its business. In addition, downgrades of the Company?s credit ratings could
increase the possibility of additional terms and conditions being added to any new or
replacement financing arrangements.
13. Amaprop Ltd (“Amaprop”) has certain rights under a share subscription and
shareholders agreement (the “IFCPL Shareholders’ Agreement”) relating to its
investment in IFCPL which rights may be detrimental to our interests as
majority owner of IFCPL.
We are party to the IFCPL Shareholders? Agreement with Amaprop, dated May 31, 2005,
pursuant to which Amaprop has subscribed for 42.5 percent of IFCPL?s share capital. The
IFCPL Shareholders? Agreement contains various restrictive covenants, including limiting
our business activities and preventing us from investing in or establishing competitors of
IFCPL. The IFCPL Shareholders? Agreement also contains certain conditions which if not
fulfilled, such as consummating the IPO or sale of IFCPL within 55 months of the date of
the IFCPL Shareholders? Agreement, give Amaprop the option to require us to purchase
the shares of IFCPL subscribed by Amaprop. Amaprop has exercised the option requiring
us to purchase the shares of IFCPL in terms of the aforesaid Shareholders Agreement
which has resulted in an arbitration claim against our Company. A foreign arbitration
award in excess of Rs. 192 crores has been passed against our Company which award is
a subject matter of an appeal before the Hon?ble Delhi High Court. The proceedings for
enforcement of the arbitral award are also pending before the Hon?ble Delhi High Court.
Any payment by us pursuant to the arbitral award could negatively affect our financial
position and results of operations.
14. The Company faces intense competition in the businesses, which may limit its
growth and prospects.
12
The Company faces significant competition in the businesses that it is involved in. In
particular, the Company competes with other housing finance companies; and public and
private sector commercial banks operating in the markets in which the Company is
present. In recent years, large international banks have also entered these markets. The
Company competes on the basis of a number of factors, including execution, depth of
product and service offerings, innovation, reputation and price.
The company cannot assure that it will be able to compete effectively with new and
existing lenders in the increasing competitive housing finance industry. Increasing
competition may have an adverse effect on our net interest margin and other operating
income and if we are unable to compete successfully, our market share will decline as
origination of new loan decline.
15. The Company’s ability to raise foreign capital may be constrained by Indian
law.
As an Indian company, we are subject to exchange controls that regulate raising of
capital and borrowing in foreign currencies. Such regulatory restrictions and changes in
guidelines may limit our financing sources and hence could constrain our ability to obtain
financing on competitive terms and refinance existing indebtedness. In addition, we
cannot assure you that the required approvals will be granted without onerous
conditions, or at all. This could have an adverse effect on our business growth, financial
condition and results of operations.
16. The Company is required to obtain and maintain certain governmental and
regulatory licenses and permits and the failure to obtain and maintain such
licenses and permits in a timely manner, or at all, may adversely affect its
business and operations.
The Company is required to obtain and maintain certain approvals, licenses,
registrations and permits in connection with its business and operations. Currently there
are no material statutory clearances or approvals pending with any department.
However, there can be no assurance that the Company will be able to obtain and
maintain such approvals, licenses, registrations and permits in the future. An inability to
obtain or maintain such registrations and licenses in a timely manner, or at all, and
compliance with the prescribed conditions in connection therewith, may adversely affect
the Company?s ability to carry on the business and operations, and consequently the
results of operations and financial condition. For further details regarding the various
statutory approvals required for the Business, please see the chapter titled “Government
Approvals or Licensing Arrangements” on page 270 of this Information Memorandum.
17. The Company is subject to legal and regulatory risk which may adversely affect
the Company’s business.
We are subject to a wide variety of financial services laws and regulations and a large
number of regulatory and enforcement authorities in India. The laws and regulations
governing the banking and financial services industry in India are complex and cover a
wide variety of issues, such as capital adequacy, exposure and other prudential norms,
interest rates, liquidity, capital adequacy, securitisation, investments, ethical issues,
money laundering and privacy, with sometimes overlapping enforcement authorities.
Moreover, these laws and regulations can be amended, supplemented or changed at any
time such that we may be required to restructure our activities and incur additional
expenses in complying with such laws and regulations, which could materially and
adversely affect our business.
13
Failure to comply with applicable Indian regulations, including unauthorised actions by
employees, representatives, agents and third parties, suspected or perceived failures
and media reports, and ensuing inquiries or investigations by regulatory and
enforcement authorities, could result in regulatory action, including financial penalties
and restrictions on or suspension of our business operations.
18. Major fraud, lapses of internal control or system failures could adversely
impact the Company’s business.
The Company?s core growth strategy envisages an increase in asset size, resulting in
significant increase in operational activities. Such growth strategy will place significant
demands on Company?s management, financial and other resources. The Company may
not be able to manage its resources efficiently. The Company is vulnerable to risks
arising from the failure of employees to adhere to approved procedures, system
controls, fraud, system failures, information system disruptions, communication systems
failure and interception during transmission through external communication channels or
networks. Failure to protect fraud or breach in security may adversely affect Company?s
operations and financial performance. The Company?s reputation could also be adversely
affected by significant fraud committed by our employees, agents, customers or third
parties.
19. The Company’s business operations carry certain risks which, if materialized,
could adversely affect its business and result in decline in the value of its loans
and investments.
The Company?s business consists primarily of providing Housing Loans to its customers
for fulfilling their housing requirements. Certain risks are generally out of Company?s
control, and include, but are not limited to:
? political, regulatory and legal actions that may adversely affect project viability;
? changes in government and regulatory policies;
? adverse changes in market demand or change in rate of interest
? the willingness and ability of consumers to repay their obligation;
? potential defaults under financing arrangements with borrowers and customers;
? adverse developments in the overall economic environment in India;
? interest rate or currency exchange rate fluctuations or changes in tax regulations;
? economic, political and social instability or occurrences such as natural disasters,
armed conflict; and terrorist attacks, particularly where projects are located or in the
markets they are intended to serve.
To the extent these or other risks relating to the projects financed by the Company
materialize, the quality of the Company?s loan portfolio and its profitability may be
adversely affected.
20. Future sales of Equity Shares by the Promoters may adversely affect the
market price of the Company’s Equity Shares.
Subsequent to the allotment of Equity Shares in terms of the Scheme, the Promoters
own, approximately 37.75% of the Company?s outstanding Equity Shares. Any sale of
Company?s Equity Shares by the Promoters, could adversely affect the market price of
its Equity Shares. There are no existing agreements pursuant to which Equity Shares of
the Company held by the Promoters may be sold in the future.
14
21. The Company’s ability to pay dividends in the future will depend upon future
earnings, financial condition, cash flows, working capital requirements, capital
expenditures and any restrictive covenants in financing arrangements.
The amount of future dividend payments, if any, will depend upon Company?s future
earnings, financial condition, cash flows, working capital requirements, capital
expenditures and any restrictive covenants in financing arrangements. Hence, there can
be no assurance that we will be able to pay dividends in the future.
22. The Company’s business and operations are significantly dependent on senior
management and key employees and may be adversely affected if we are
unable to retain them.
The Company?s business and operations largely depend on the continued services and
performance of our senior management and other key employees. The need and
competition for skilled senior management in our industry is intense, and we may not be
able to retain our existing senior management or attract and retain new senior
management in the future. The loss of the services of senior members of our
management team and other key employees could seriously impair our ability to
continue to manage and expand our business efficiently and adversely affect our
business, results of operations and financial condition.
23. The Company, its Directors, its Promoters and its Group Companies, are
involved in certain legal and other proceedings that if determined against the
Company and its Promoters, could have a material adverse effect on Company’s
financial condition and results of operations.
The Company, its Directors, its Promoters and its Group Companies are involved in
certain legal proceedings. These legal proceedings are pending at different levels of
adjudication before various courts and tribunals. Should any new developments arise,
such as any change in applicable Indian law or any rulings against us by appellate courts
or tribunals, the Company may need to make provisions in its financial statements that
could increase expenses and current liabilities. Any adverse decision may have an
adverse effect on the business, results of operations and financial condition of the
Company.
For details regarding these legal matters, please see the chapter titled “Outstanding
Litigations & Material Developments” on page 267 of this Information Memorandum.
24. Our rapid growth and expansion into new locations exposes us to increased
risks, and our failure to manage and sustain this growth effectively may
adversely impact our business.
We have experienced rapid growth in our lending finance business. Our branch network
also has expanded significantly, and it is entering into new, smaller towns and cities
within India as part of our growth strategy. Our rapid growth exposes us to a wide range
of increased risks within India, including business risks, such as operational risks, fraud
risks, regulatory and legal risks and the possibility that our number of impaired loans
may grow faster than anticipated. Moreover, our ability to sustain our rate of growth
depends significantly upon our ability to manage key issues such as selecting and
retaining key management personnel, maintaining effective risk management policies,
continuing to offer products which are relevant to our target base of clients, developing
managerial experience to address emerging challenges and ensuring a high standard of
client service. Going forward, we may not have adequate processes and systems such as
credit appraisal and risk management to sustain this growth.
15
25. The Company’s revenues, expenses and earnings are difficult to predict and can
vary significantly from quarter to quarter.
Our quarterly operating results may vary significantly from quarter-to-quarter.
Therefore, period-to-period comparisons of our results of operations are not necessarily
meaningful and should not be relied upon as an indication of our future performance.
Moreover, it is possible that our future quarterly results of operations may be below the
expectations of market analysts and investors, which could also lead to a decline in the
market value of the Equity Shares and warrants.
RISKS RELATING TO THE WARRANTS
1. Active market for the Warrants may not develop, which may cause the price of
the Warrants to fall.
No assurance can be given that an active trading market for the Warrants will develop,
or as to the liquidity or sustainability of any such market. The price of the Warrants also
depends on the supply and demand for the Warrants in the market and the price at
which the Warrants are trading at any time may differ from the underlying valuation of
the Warrants because of market inefficiencies. To the extent Warrants are exercised, the
number of Warrants of such issue outstanding will decrease, resulting in a diminished
liquidity for the remaining Warrants of such issue. Further, the Warrants can only be
traded in a lot of Rs. 0.1 million. Therefore, to the extent the demand for the number of
Warrants is lesser than the trading lot, such Warrants shall be illiquid.
2. The Warrants can be volatile instruments and upon expiry are worthless.
The Warrants are subject to a number of risks, including: (i) sudden and large falls in
value; (ii) changes in the price or market value of the Equity Shares; and (iii) a
complete or partial loss of any investment in the Warrants.
This Information Memorandum discloses the material risks and other significant aspects
of the Warrants. However, no person should deal in the Warrants unless that person
understands the terms and conditions of the Warrants and the extent of that person's
exposure to potential loss. Each prospective purchaser of Warrants should consider
carefully whether the Warrants are suitable in the light of our circumstances and
financial position.
Prospective purchasers of Warrants should consult their own professional advisers to
assist them in determining the suitability of the Warrants for them as an investment.
EXTERNAL RISK FACTORS
1. Slowdown in economic growth in India could cause the Company’s business to
suffer.
The Company?s performance and the quality and growth of the business are dependent
on the health of the Indian Economy. The Indian Economy may be adversely affected by
factors such as adverse changes in liberalization policies, social disturbances, terrorist
attacks and other acts of violence or war, natural calamities or interest rates changes,
which may also affect the finance industry. Any such factor may contribute to a decrease
in economic growth in India which could adversely impact the business and financial
performance of the Company.
16
2. The Company’s results of operations have been, and may continue to be,
adversely affected by Indian and international financial market and economic
conditions.
Company?s business has been, and in the future could continue to be, materially and
adversely affected by Indian and international market and economic conditions. Such
conditions in India include fluctuations in interest rates; changes in consumer spending;
the level of consumer confidence; housing prices; corporate or other scandals that
reduce confidence in the financial markets; and the rate of unemployment, among
others. International market and economic conditions include the liquidity of global
financial markets; the level and volatility of debt and equity prices and interest rates;
investor sentiment; inflation; the availability and cost of capital and credit; sovereign
defaults or the possibility thereof; and the degree to which international economies are
expanding or experiencing recessionary pressures. The independent and/or collective
fluctuation of these conditions can directly and indirectly affect demand for our lending
finance and other financial products, or increase the cost to provide such products. In
addition, adverse economic conditions, such as declines in housing values, could lead to
an increase in mortgage and other home loan delinquencies and higher write-offs, which
can adversely affect Company?s earnings.
3. The Company is subject to fluctuations in interest rates and other market risks,
which may materially and adversely affect its financial condition and results of
operations.
The Company?s revenues are substantially dependent upon interest from financing
activities. Changes in interest rates may affect the Company?s interest income and the
volume of loans granted by the Company. Increases in short-term interest rates could
increase the cost of borrowing and adversely affect profitability of the Company. Interest
rate increases could result in adverse changes in the interest income, reducing the
Company?s growth rate and the value of its financial assets.
4. Inflation in India could have a material adverse effect on our profitability, our
business, financial condition and results of operations.
India is experiencing high levels of inflation since 2008. The annual rate of inflation,
based on monthly WPI, stood at 6.62% (Provisional) for the month of January 2013
(over January 2012) as compared to 7.18% (Provisional) for the previous month and
7.23% during the corresponding month of the previous year. Build up inflation in the
financial year so far was 5.09% compared to a buildup of 6.15% in the corresponding
period of the previous year. (Source: Office of the Economic Adviser to the Government
of India, Ministry of Commerce and Industry). Continued high rates of inflation may
result in increase costs, such as employment emoluments and benefits and
administrative and other expenses. The measures adopted by the Government to curb
inflation include increasing interest rates which could lead to decline in number of
customers that wish to avail of home loans, which in turn could lead to decline in the
business of the Company.
Further, a significant amount of funds are raised by the Company by way of loans from
banks and financial institutions. Increase in interest rates would also result in increase in
cost of funds. If, the company is unable to successfully pass such increase in funding
and other costs to its customers, it would lead to decline in its NIMs and adversely affect
the results of operations and financial condition. Further if the rate of inflation increases,
the Company cannot assure that it will be able to continue to avail funds from the NHB
and/or scheduled commercial banks and financial institutions at competitive rates or at
all.
17
Accordingly, high rates of inflation in India could increase the costs and could have an
adverse effect on the profitability and financial condition of the Company.
5. Conditions in the Indian securities market may affect the price or liquidity of
the Equity Shares.
The Indian securities markets are smaller and may be more volatile than securities
markets in more developed economies. The regulation and monitoring of Indian
securities markets and the activities of investors, brokers and other participants differ, in
some cases significantly, from those in Europe and the U.S. Indian Stock Exchanges
have, in the past, experienced substantial fluctuations in the prices of listed securities.
Indian Stock Exchanges have, in the past, experienced problems that have affected the
market price and liquidity of the securities of Indian companies, such as temporary
exchange closures, broker defaults, settlement delays and strikes by brokers. In
addition, the governing bodies of the Indian Stock Exchanges have from time to time
restricted securities from trading, limited price movements and increased margin
requirements. Further, disputes have occurred on occasion between listed companies
and the Indian Stock Exchanges and other regulatory bodies that, in some cases, have
had a negative effect on market sentiment. If similar problems occur in the future, the
market price and liquidity of the Equity Shares could be adversely affected. A closure of,
or trading stoppage on, either the BSE or the NSE could adversely affect the trading
price of the Equity Shares. Historical trading prices, therefore, may not be indicative of
the prices at which the Equity Shares will trade in the future.
6. A decline in India’s foreign exchange reserves may affect liquidity and interest
rates in the Indian economy, which could adversely impact the Company’s
financial condition.
According to the weekly statistical supplement released by the RBI, India?s foreign
exchange reserves totaled US$ 294,981 million as of November 30, 2012. A decline in
India?s foreign exchange reserves could impact the valuation of the Rupee and could
result in reduced liquidity and higher interest rates which could adversely affect the
Company?s future financial performance.
7. Any downgrading of India’s debt rating by an international rating agency could
adversely affect the business, results of operations and financial condition of
the Company.
Any adverse revisions to India?s credit ratings for domestic and international debt by
international rating agencies may adversely affect the Company?s ability to raise funds in
the domestic or international markets and thereby adversely impacting the business,
results of operations and financial condition of the Company.
8. Natural disasters and other disruptions could adversely affect the Indian
economy and/or the regions from where the Company operates and could
cause the business and operations to suffer and the trading price of the Equity
Shares to decrease.
18
The operations of Company may be disrupted as a result of natural disasters such as
earthquakes, floods, heavy rainfall, epidemics, tsunamis and cyclones and other events
such as protests, riots and labour unrest. Such events may lead to the disruption of
information systems and telecommunication services for sustained periods. They also
may make it difficult or impossible for the employees and/or the customers to reach
Company?s business locations. Damage or destruction that interrupts the provision of
services could adversely affect Company?s reputation, Company?s relationships with its
customers, Company?s senior management team's ability to administer and supervise its
business or it may cause the Company to incur substantial additional expenditure to
repair or replace damaged equipment or rebuild parts of the branch network. Any of the
above factors may adversely affect the business and financial results, the quality of
customer service and the price of Equity Shares of the Company.
9. Civil unrest, acts of violence including terrorism or war involving India and
other countries could materially and adversely affect the financial markets and
the Company’s business.
Any major hostilities involving India or other acts of violence, including civil unrest or
similar events that are beyond the control of the Company, could have a material
adverse effect on India?s Economy and business of the Company. Terrorist attacks and
other acts of violence may adversely affect the Indian Stock Markets, where the Equity
Shares of the Company will trade and the global equity markets generally.
10. Political instability or changes in the Government could adversely affect
economic conditions in India generally and business of the Company in
particular.
The Government of India has traditionally exercised and continues to exercise a
significant influence over many aspects of the economy. The business of the Company,
the market price and liquidity of the Equity Shares of the Company, may be affected by
fluctuation in interest rates, changes in Government policy, taxation, social and civil
unrest and other political, economic or other developments affecting India. Since 1991,
successive governments have pursued policies of economic liberalization and financial
sector reforms. However, there can be no assurance that such policies will be continued
in the future. A significant change in India?s economic liberalization and deregulation
policies could disrupt business and economic conditions in India generally and adversely
affect the business, financial condition and results of operations of the Company.
11. An outbreak of an infectious disease or any other serious public health
concerns in Asia or elsewhere could have a material adverse effect on the
business and results of operations of the Company.
The outbreak of an infectious disease in Asia or elsewhere or any other serious public
health concern such as swine influenza around the world could have a negative impact
on economies, financial markets and business activities worldwide, which could have a
material adverse effect on the Company?s business. Although, the Company has not
been adversely affected by such outbreaks, the Company can give no assurance that a
future outbreak of an infectious disease among humans or animals or any other serious
public health concern will not have a material adverse effect on the business of the
Company.
12. Significant differences exist between Indian GAAP and other accounting
principles, such as US GAAP and IFRS, which may be material to investors’
assessment of the Company’s financial condition.
19
The financial statements are prepared and presented in conformity with Indian
GAAP/GAAS, consistently applied during the periods stated, and no attempt has been
made to reconcile any of the information given in this Information Memorandum to any
other principles or to base it on any other standards. Indian GAAP/GAAS differs from
accounting principles and auditing standards with which prospective investors may be
familiar in other countries.
13. The extent and reliability of Indian infrastructure could adversely affect the
Company’s results of operations and financial condition.
India?s physical infrastructure is less developed than that of many developed nations.
Any congestion or disruption in its port, rail and road networks, electricity grid,
communication systems or any other public facility could disrupt the Company?s normal
business activity. Any deterioration of India?s physical infrastructure would harm the
national economy, disrupt the transportation of goods and supplies, and add costs to
doing business in India. These problems could interrupt the Company?s business
operations, which could have an adverse effect on its results of operations and financial
condition.
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SECTION III- INTRODUCTION
SUMMARY OF INDUSTRY OVERVIEW
A decade of steady economic growth and the resultant socio-economic changes like increasing
urbanization, increasing affordability, splitting of large households into smaller nuclear families have
greatly increased demand for homes.
On the supply side, government clearances for housing projects have got simpler and quicker and the
real estate industry has got more organized. Further, government incentives such as generous tax
deductions in the affordable housing segment have made home purchase more attractive.
All these factors coupled with a pre-existing housing shortfall have triggered a boom in the housing
market and has resulted in a robust housing loan market.
The housing loan industry in India mainly comprises of banks and Housing Finance Companies (HFC).
As specialist finance companies HFC?s have processes and procedures solely focused on home loan
products and thus have an advantage while catering to the housing loan customers. As a result, HFCs
have been witnessing a steady growth in home loans? market share.
For further details, please see the section on “Industry Overview” beginning from page no.
87 of this Information Memorandum.
21
SUMMARY OF BUSINESS OVERVIEW
The Company, as an incorporated legal entity came into existence on May 10, 2005, under the
Companies Act, 1956, having been registered on such date with the Registrar of Companies, NCT of
Delhi and Haryana vide registration no. U65922DL2005PLC136029 and obtained the certificate for
commencement of business on January 10, 2006, to enable it to carry on the business of housing
finance, upon receipt of the license to do so from the National Housing Bank. Indiabulls Financial
Services Limited (IBFSL), the erstwhile promoter of the Company, incorporated on January 10, 2000
and since March 30, 2001, had already been functioning, as a non banking finance company. The
merger of IBFSL with the Company, on a going concern basis, therefore ensured a continuity of the
Company?s business, since March 30, 2001.
The Company is India?s 3rd largest Housing Finance Company post the merger with its wholly owned
erstwhile parent company, Indiabulls Financial Services Limited. The company manages loan assets of
Rs 34,425 Cr as on March 31, 2013 (Consolidated basis).
In the year end March 31, 2013 the company clocked a PAT of Rs 1,266 Cr, an increase of 25.8%
compared to FY 2011-12?s PAT of erstwhile holding company IBFSL of Rs 1,006 Cr (Consolidated
basis).
Indiabulls has nationwide presence through its network of 200 branches spread across 20 states and
union territories. Over the last decade the company has expanded its branch network to effectively
cover geographical areas relevant to its suite of products.
For further details, please see the section on “Business Overview” beginning from page no.
89 of this Information Memorandum.
22
SCHEME OF ARRANGEMENT
The Hon?ble High Court of Delhi at New Delhi, vide its Order dated December 12, 2012, has approved
the Scheme of Arrangement among Indiabulls Financial Services Limited, Indiabulls Housing Finance
Limited and their respective Shareholders and Creditors, whereby the Amalgamating Company (IBFSL)
has been amalgamated with the Amalgamated Company (IBHFL) with effect from April 01, 2012 (i.e.
the Appointed Date under the Scheme) pursuant to Sections 391 to 394 and other relevant provisions
of the Companies Act, 1956, as contemplated under the Scheme.
The Scheme is operative from the Appointed Date i.e., April 01, 2012. However it came into effect
from the date of filing of Form 21 with the Registrar of Companies, NCT of Delhi and Haryana, which
was March 8, 2013.
The full text of the Scheme of Arrangement is as under:
PART I - GENERAL
1. Introduction
1.1. Indiabulls Financial Services Limited (the “Amalgamating Company” as more particularly
defined hereunder) is a public company incorporated under the provisions of the Act (as
defined hereinafter). The Amalgamating Company is registered with the Reserve Bank of India
as a non-deposit taking non-banking financial services company and is engaged in inter alia
lending business particularly focussed on mortgaged loans with specific emphasis on home
loans to the salaried segment, through Indiabulls Housing Finance Limited, its wholly owned
subsidiary. The Amalgamating Company also provides construction finance for residential
projects, loan against residential properties for the purpose of home improvement and small
businesses, receivable discounting loans and is engaged in the business of holding
investments in various step-down subsidiaries. The Amalgamating Company and its
subsidiaries are also engaged in investing and finance activities. The Amalgamating Company
is also engaged in selling life insurance policies, pension plans and other financial products in
its capacity as corporate agent for insurance companies.
1.2. The equity shares and Warrants of the Amalgamating Company are listed on the Stock
Exchanges (as defined hereinafter), the GDRs (as defined hereunder) of the Amalgamating
Company are listed on the Luxembourg Stock Exchange and the NCDs of the Amalgamating
Company are listed on the wholesale debt market segment of National Stock Exchange of
India Limited.
1.3. Indiabulls Housing Finance Limited (the “Amalgamated Company” as more particularly
defined hereunder) is a public company incorporated under the provisions of the Act and is a
wholly owned subsidiary of the Amalgamating Company. The Amalgamated Company is
registered with the National Housing Bank as a housing finance institution (without accepting
public deposits) and also as a financial institution under the Securitisation and Reconstruction
of Financial Assets and Enforcement of Security Interest Act, 2002.
1.4. The Amalgamated Company is engaged in the business of housing finance activities which
include inter alia providing finance to any person for purchase of residential property.
1.5. Rationale for the Amalgamation
1.5.1 The Amalgamation contemplated in this Scheme is expected to result in availability of higher
capital to the Amalgamated Company to pursue housing finance business activities and to
steadily grow its mortgage loan business, which is expected to lead to better utilization of
capital.
23
1.5.2 Following the Amalgamation, the Amalgamated Company will have an increased net-worth and
consequently, is expected to be able to access lowcost long term financial resources and
ensure more efficient asset liability management.
1.5.3 Majority of the existing and incremental business of the Amalgamating Company relates to
housing finance and all other companies with similar assets profile and business are already
licensed to HFCs.
1.5.4 The Amalgamation contemplated in this Scheme will help avoid duplication of resources,
systems, skills and processes, reduce overall cost, improve synergies, enable the achievement
of economies of scale, reduce administrative costs entailed by the conduct of businesses
through separate entities, provide enhanced flexibility in funding of expansion plans, promote
management efficiency and optimize the resources of the Amalgamated Company.
1.6. In furtherance of the aforesaid, this Scheme (as defined hereunder) provides for:
(i) the amalgamation of the Amalgamating Company with the Amalgamated Company;
(ii) the consequent issue of shares, warrants, NCDs and GDRs by the Amalgamated
Company to the shareholders, holders of Warrants, holders of NCDs and holder of
IBFSL GDRs respectively; and
(iii) various other matters consequential or otherwise integrally connected therewith;
pursuant to Sections 391 to 394 and other relevant provisions of the Act (as defined
hereunder) in the manner provided for in this Scheme and in compliance with the provisions of
the Income Tax Act, 1961, including Section 2(1B) thereof.
1.7. This Scheme is divided into the following parts:
(i) Part I, which deals with the introduction and definitions;
(ii) Part II, which deals with the amalgamation of the Amalgamating Company with the
Amalgamated Company;
(iii) Part III, which deals with general terms and conditions applicable to this Scheme.
1.8. This Scheme also provides for various other matters consequential or otherwise internally
connected herewith.
2. Definitions and Interpretation
2.1. In this Scheme, unless repugnant to the meaning or context thereof, the following expressions
shall have the following meaning:
2.1.1. “Act” shall mean the Companies Act, 1956 and includes any statutory re-enactment or
modification thereof from time to time;
2.1.2. “Amalgamating Company ESOP Schemes” shall mean the IBFSL–ICSL Employees Stock
Option Plan 2006, IBFSL–ICSL Employees Stock Option Plan II, 2006, Employee Stock Option
Plan 2008, IBFSL Employee Stock Option Plan 2010 and IBFSL Employee Stock Option Plan
2011 and any other stock option scheme/plan, which may come into existence before the
Effective Date;
2.1.3. “Amalgamating Company” shall mean Indiabulls Financial Services Limited, having its
registered office at F-60, Malhotra Building, Connaught Place, New Delhi;
2.1.4. “Amalgamating Company Employees” shall mean all the permanent employees of the
Amalgamating Company employed as on the Effective Date;
24
2.1.5. “Amalgamating Company Funds” shall have the meaning set forth in Clause 9.8 of this
Scheme;
2.1.6. “Amalgamating Company Liabilities” shall have the meaning set forth in Clause 7.1 of this
Scheme;
2.1.7. “Amalgamating Undertaking” shall mean all the undertakings and entire business of the
Amalgamating Company as a going concern, including:
(i) all assets wherever situated, whether movable or immovable, tangible or intangible,
real or personal, in possession or reversion, corporeal or incorporeal of whatsoever
nature, wheresoever situated including shares or other investments held in any entity
or person, buildings, offices, marketing offices, liaison offices, furniture, fixtures, office
equipment, appliances, accessories, inventories together with all present and future
liabilities (including contingent liabilities), any facilities, cash and bank accounts
(including bank balances), benefit of any deposits, financial assets, investments,
including investments in any form and in any entity, all cash balances with any person,
including the Reserve Bank of India and other banks, money at call and short notice,
loans, advances, contingent rights or benefit of any security interests, collateral, bank
guarantees, performance guarantees and letters of credit, and all cash or cash
equivalents appertaining or relatable to the Amalgamating Company;
(ii) all permits, rights, entitlements, registrations for carrying on non-banking financial
activities and other licences, approvals, permissions, consents from various
authorities, including the Reserve Bank of India (whether granted or pending),
goodwill, receivables, benefit of any deposits, assets, properties or other interests,
financial assets including investments of all kinds, funds belonging to or utilized for the
Amalgamating Company, bank accounts, privileges, all other rights and benefits
including any tax, direct or indirect (including advance tax), paid or any tax deducted
in respect of any income received, exemptions, tenancies in relation to office and/or
residential properties for the employees, memberships, lease rights, powers and
facilities of every kind, nature and description whatsoever, rights to use and avail of
telephones, telexes, facsimile connections and installations, utilities, electricity and
other services, provisions, funds, benefits of all agreements (including agreements
with clients and customers, employees and any other person), contracts and
arrangements, letters of intent, memoranda of understanding, expressions of interest
whether under agreement or otherwise and all other interests in connection with or
relating to the Amalgamating Company;
(iii) all earnest moneys and/or security deposits paid by the Amalgamating Company;
(iv) all permanent employees engaged by the Amalgamating Company;
(v) all records, files, papers, engineering and process information, any computer
programs, licenses for software, and any other software licenses, drawings, manuals,
data, catalogues, quotations, sales and advertising materials, lists of present and
former customers and suppliers, customer credit information, customer pricing
information, and other records whether in physical or electronic form;
(vi) advantages of whatsoever nature and wheresoever situate belonging to or in the
ownership, power or possession and in the control of or vested in or granted in favour
of or enjoyed by the Amalgamating Company, including all intellectual property, trade
marks, patents, copyrights, trade names, service names and brands containing the
“Indiabulls” mark, whether registered or unregistered, designs, and other intellectual
property rights;
(vii) all credits, advances, fixed deposits, provisions and commitments appertaining or
relatable to the Amalgamating Company;
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(viii) all investments of the Amalgamating Company in the companies listed in Annexure
A, through which the Amalgamating Company conducts the businesses listed in
Annexure A;
(ix) any other assets and liabilities of the Amalgamating Company; and
(x) all the present and future debts (whether secured or unsecured), liabilities (including
contingent liabilities), duties and obligations of the Amalgamating Company of every
kind, nature and description whatsoever and howsoever accruing or arising out of, and
all loans and borrowings raised or incurred and utilized for its businesses, activities
and operations, obligations under any licenses or permits and shall include the
Amalgamating Company Liabilities as they relate to the Amalgamating Company.
2.1.8. “Amalgamation” shall mean the amalgamation of the Amalgamating Company with the
Amalgamated Company pursuant to Sections 391 to 394 and other relevant provisions of the
Act, as contemplated under this Scheme;
2.1.9. “Appointed Date” shall mean April 1, 2012;
2.1.10. “Court” or “High Court” shall mean the Hon?ble High Court of Delhi and shall include the
National Company Law Tribunal as may be applicable or such other forum or authority as may
be vested with the powers of a High Court under Section 391 to Section 394 of the Act;
2.1.11. “Companies” shall mean the Amalgamating Company and the Amalgamated Company and
“Company” shall mean either of them;
2.1.12. “Deposit Agreement” shall have the meaning ascribed to it under Clause 30;
2.1.13. “Depositary” shall mean Deutsche Bank Trust Company Americas, being the depositary for
the IBFSL GDRs;
2.1.14. “Effective Date” shall mean the last of the dates on which the conditions and matters
referred to in Clause 44 hereof occur or have been fulfilled or waived;
References in this Scheme to the date of “coming into effect of this Scheme” or
“effectiveness of this Scheme” shall mean the Effective Date;
2.1.15. “Encumbrance” shall mean any options, pledge, mortgage, hypothecation, lien, security,
interest, claim, charge, pre-emptive right, easement, limitation, attachment, restraint or any
other encumbrance of any kind or nature whatsoever;
2.1.16. “Share Exchange Ratio” shall have the meaning ascribed to it under Clause 20(i);
2.1.17. “GDRs” means global depositary receipts issued pursuant to the Issue of Foreign Currency
Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme,
1993 and other applicable laws and where relevant shall include the underlying equity shares
related thereto;
2.1.18. “IBFSL GDRs” shall mean the GDRs issued by the Amalgamating Company pursuant to the
deposit agreements executed by it with the Depositary (as amended from time to time) and as
are outstanding as of the Record Date;
2.1.19. “NCDs” shall mean all the non-convertible debentures issued by the Amalgamating Company
each of which are listed on the wholesale debt market segment of National Stock Exchange of
India Limited;
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2.1.20. “Record Date” means the date to be fixed by the board of directors of the Amalgamating
Company for the purpose of determining the equity shareholders, holders of Warrants, holders
of New Warrants, holders of NCDs, of the Amalgamating Company to whom equity shares,
warrants, and non-convertible debentures (as applicable) of the Amalgamated Company will
be allotted, pursuant to this Scheme;
2.1.21. “Scheme” shall mean this scheme of arrangement including any modification or amendment
hereto, made in accordance with the terms hereof; and
2.1.22. “Stock Exchanges” means the BSE Limited and the National Stock Exchange of India
Limited.
2.2. All terms and words used but not defined in this Scheme shall, unless repugnant or contrary to
the context or meaning thereof, have the same meaning ascribed to them under the Act, the
Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and other applicable
laws, rules, regulations, bye-laws, as the case may be, and any statutory modification or re-
enactment thereof for the time being in force.
2.3. References to “Schedules”, “Clauses”, “Sections” and “Parts”, unless otherwise stated, are
references to schedules, clauses, sections and parts of this Scheme.
2.4. The headings herein shall not affect the construction of this Scheme.
2.5. The singular shall include the plural and vice versa; and references to one gender include all
genders.
2.6. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar
expression shall be construed without limitation.
2.7. References to a person shall include any individual, firm, body corporate (whether
incorporated), government, state or agency of a state or any joint venture, association,
partnership, works council or employee representatives body (whether or not having separate
legal personality).
3. Share Capital
3.1.Amalgamating Company
(i) The share capital structure of the Amalgamating Company as on March 31, 2012
was
as follows:
Authorized Share Capital Rupees
2,000,000,000 equity shares of face value Rs. 2/-
each
25,000,000 preference shares of face value Rs.
300/- each
25,000,000 preference shares of face value Rs.
157.39/- each
4,000,000,000/-
7,500,000,000/-
3,934,750,000/-
Total 15,434,750,000/-
Issued, Subscribed and Paid-up Share Capital Rupees
311,804,571 equity shares of face value Rs. 2/-
each*
623,609,142/-
Total 623,609,142/-
* includes 3,238,415 equity shares represented by IBFSL GDRs.
27
(ii) The Amalgamating Company has issued 27,500,000 (twenty seven million and five
hundred thousand) warrants which, upon exercise, would entitle the holders thereof to
27,500,000 (twenty seven million and five hundred thousand) equity shares of the
Amalgamating Company (“Warrants”). The exercise of such Warrants or their
conversion in accordance with the terms thereof will result in an increase in the issued,
subscribed and paid-up equity share capital of the Amalgamating Company.
(iii) The Amalgamating Company may, in accordance with this Scheme and applicable law,
issue warrants subject to receipt of necessary approvals. The exercise of such
warrants or their conversion in accordance with the terms thereof will result in an
increase in the issued, subscribed and paid-up equity share capital of the
Amalgamating Company.
(iv) The Amalgamating Company has issued 5,236,040 (five million two hundred and thirty
six thousand and forty) stock options under the Amalgamating Company ESOP
Schemes which, upon exercise, would entitle the holders thereof to 5,236,040 (five
million two hundred and thirty six thousand and forty) equity shares of the
Amalgamating Company. The exercise of such options will result in an increase in the
issued, subscribed and paid-up equity share capital of the Amalgamating Company.
(v) The equity shares and Warrants of the Amalgamating Company are listed on the Stock
Exchanges. The IBFSL GDRs representing the underlying equity shares of the
Amalgamating Company are listed on Luxembourg Stock Exchange. The NCDs are
listed on the wholesale debt market segment of the National Stock Exchange of India
Limited.
3.2.Amalgamated Company
(i) The share capital structure of the Amalgamated Company as on March 31, 2012 was
as follows:
Authorized Share Capital Rupees
155,700,000 equity shares of face value Rs. 10/-
each
1,557,000,000/-
Total 1,557,000,000/-
Issued, Subscribed and Paid-up Share Capital Rupees
155,689,656 equity shares of face value Rs. 10/-
each
1,556,896,560/-
Total 1,556,896,560/-
(ii) The equity shares of the Amalgamated Company are not listed on any stock
exchanges.
PART II - AMALGAMATION OF THE AMALGAMATING COMPANY WITH THE AMALGAMATED
COMPANY
SECTION 1 - TRANSFER AND VESTING OF THE AMALGAMATING UNDERTAKING
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4. Upon the coming into effect of this Scheme and with effect from the Appointed Date, the
Amalgamating Company comprising the Amalgamating Undertaking shall, pursuant to the
sanction of this Scheme by the High Court and pursuant to the provisions of Sections 391 to
394 and other applicable provisions, if any, of the Act, be and stand transferred to and vested
in the Amalgamated Company, as a going concern, without any further act, instrument, deed,
matter or thing so as to become, as and from the Appointed Date, the undertaking of the
Amalgamated Company by virtue of and in the manner provided in this Scheme.
5. Transfer of Assets
5.1. Without prejudice to the generality of Clause 4 above, upon the coming into effect of this
Scheme and with effect from the Appointed Date:
(a) all the assets and properties of the Amalgamating Company as are movable in nature
or are otherwise capable of transfer by delivery of possession or by endorsement and
delivery, the same may be so transferred by the Amalgamating Company upon the
coming into effect of this Scheme, and shall become the assets and property of the
Amalgamated Company with effect from the Appointed Date pursuant to the
provisions of Sections 391 to 394 of the Act and all other provisions of applicable law,
if any, without requiring any deed or instrument of conveyance for transfer of the
same;
(b) in respect of such of the assets and properties belonging to the Amalgamating
Company including sundry debtors, receivables, bills, credits, loans and advances, if
any, whether recoverable in cash or in kind or for value to be received, bank balances,
investments, earnest money and deposits with any governmental authority, quasi
government, local or other authority or body or with any company or other person,
other than those referred to in Clause 5.1 (a) above, the same shall, as more
particularly provided in Clause 5.1 (a) above, without any further act, instrument or
deed, cost or charge and without any requirement for notice or other intimation to any
third party, be transferred to and vested in and/or be deemed to be transferred to and
vested in the Amalgamated Company upon the coming into effect of this Scheme and
with effect from the Appointed Date pursuant to the provisions of Sections 391 to 394
of the Act and all other provisions of applicable law, if any;
(c) all rights, title, interest, investments and properties of the Amalgamating Company
and security interests, collateral, guarantees, bank guarantees, performance
guarantees and letters of credit created for the benefit of the Amalgamating Company,
whether or not included in the books of the Amalgamating Company and any assets,
right, title, interest, investments and properties acquired by the Amalgamating
Company after the Appointed Date but prior to the Effective Date shall also, without
any further act, instrument or deed stand transferred to and vested in and be deemed
to have been transferred to and vested in the Amalgamated Company upon the
coming into effect of this Scheme and with effect from the Appointed Date pursuant to
the provisions of Sections 391 to 394 of the Act and all other provisions of applicable
law, if any; and
29
(d) all the licenses, permits, entitlements, quotas, approvals, permissions, registrations,
incentives, tax deferrals, exemptions and benefits (including sales tax and service
tax), subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties,
special status and other benefits or privileges enjoyed or conferred upon or held or
availed of by the Amalgamating Company and all rights and benefits that have accrued
or which may accrue to the Amalgamating Company, whether on, before or after the
Appointed Date, including income tax benefits and exemptions shall, under the
provisions of Sections 391 to 394 of the Act and all other provisions of applicable law,
if any, without any further act, instrument or deed, cost or charge, be and stand
transferred to and vest in and/or be deemed to be transferred to and vested in and be
available to the Amalgamated Company so as to become licenses, permits,
entitlements, quotas, approvals, permissions, registrations, incentives, tax deferrals,
exemptions and benefits, subsidies, concessions, grants, rights, claims, leases,
tenancy rights, liberties, special status and other benefits or privileges of the
Amalgamated Company and shall remain valid, effective and enforceable on the same
terms and conditions.
6. Transfer of contracts, deeds, etc.
6.1. Upon the coming into effect of this Scheme and subject to the provisions of this Scheme, all
contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of
whatsoever nature, to which the Amalgamating Company is a party or to the benefit of which
the Amalgamating Company may be eligible, and which are subsisting or have effect
immediately before the Effective Date, shall continue in full force and effect against or in
favour, as the case may be, of the Amalgamated Company and may be enforced as fully and
effectually as if, instead of the Amalgamating Company, the Amalgamated Company had been
a party or beneficiary or obligee thereto.
6.2. Without prejudice to the other provisions of this Scheme and notwithstanding the fact that
vesting of the Amalgamating Undertaking occurs by virtue of this Scheme itself, the
Amalgamated Company may, at any time after the coming into effect of this Scheme, in
accordance with the provisions hereof, if so required under any law or otherwise, take such
actions and execute such deeds (including deeds of adherence), confirmations or other
writings or tripartite arrangements with any party to any contract or arrangement to which
any or both of the Amalgamating Company is a party or any writings as may be necessary in
order to give formal effect to the above provisions. The Amalgamated Company shall, under
the provisions of Part II of this Scheme, be deemed to be authorised to execute any such
documents on behalf of the Amalgamating Company and to carry out or perform all such
formalities or compliances referred to above on the part of the Amalgamating Company to be
carried out or performed.
6.3. For the avoidance of doubt and without prejudice to the generality of the foregoing, it is
clarified that upon the coming into effect of this Scheme, and with effect from the Appointed
Date, all consents, permissions, licenses, certificates, clearances, authorities, powers of
attorney given by, issued to or executed in favour of the Amalgamating Company shall stand
transferred to the Amalgamated Company as if the same were originally given by, issued to or
executed in favour of the Amalgamated Company, and the Amalgamated Company shall be
bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits
under the same shall be available to the Amalgamated Company. The Amalgamated Company
shall make applications to any governmental authority as may be necessary in this behalf.
7. Transfer of Amalgamating Company Liabilities
30
7.1. Upon the coming into effect of this Scheme and with effect from the Appointed Date, all debts,
liabilities, loans raised and used, obligations incurred, duties of any kind, nature or description
(including contingent liabilities) whatsoever and howsoever arising, raised or incurred or
utilised for its business activities and operations along with any charge, encumbrance, lien or
security thereon of the Amalgamating Company (“Amalgamating Company Liabilities”)
shall, pursuant to the sanction of this Scheme by the High Court and under the provisions of
Sections 391 to 394 of the Act and all other provisions of applicable law, if any, without any
further act or deed, be and stand transferred to and be deemed to be transferred to the
Amalgamated Company to the extent that they are outstanding as on the Effective Date and
shall become the debts, liabilities, loans, obligations and duties of the Amalgamated Company
on the same terms and conditions as were applicable to the Amalgamating Company, and the
Amalgamated Company shall meet, discharge and satisfy the same. Further, it shall not be
necessary to obtain the consent of any third party or other person who is a party to any
contract or arrangement by virtue of which such Amalgamating Company Liabilities have
arisen in order to give effect to the provisions of this Clause.
7.2. All debts, liabilities, duties and obligations of the Amalgamating Company shall, as on the
Appointed Date, whether or not provided in the books of the Amalgamating Company, and all
debts and loans raised and used, and duties, liabilities and obligations incurred or which arise
or accrue to the Amalgamating Company on or after the Appointed Date until the Effective
Date shall be deemed to be and shall become the debts, loans raised and used, duties,
liabilities and obligations incurred by the Amalgamated Company by virtue of this Scheme.
7.3. Without prejudice to the foregoing provisions of this Clause, upon the coming into effect of the
Scheme, all debentures, bonds, notes or other debt securities and other instruments of like
nature (whether convertible into equity shares or not), including the NCDs shall, pursuant to
the provisions of Sections 391 to 394 and other relevant provisions of the Act, without any
further act, instrument or deed, become the debt securities of the Amalgamated Company on
the same terms and conditions except to the extent modified under the provisions of this
Scheme and all rights, powers, duties and obligations in relation thereto shall be and stand
transferred to and vested in or be deemed to have been transferred to and vested in and shall
be exercised by or against the Amalgamated Company as if it was the issuer of such debt
securities, so transferred and vested. If the debt securities (including the NCDs) are listed on
any stock exchange, the same shall, subject to applicable law and regulations, be listed and/or
admitted to trading on the relevant stock exchanges in India where the debt securities were
listed and/or admitted to trading, on the same terms and conditions, subject to the
requirements, if any, imposed by the Stock Exchanges, unless otherwise modified in
accordance with applicable law.
7.4. Where any of the loans raised and used, debts, liabilities, duties and obligations of an
Amalgamating Company as on the Appointed Date have been discharged by the Amalgamating
Company prior to the Effective Date, such discharge shall be deemed to have been for and on
account of the Amalgamated Company.
7.5. All loans raised and utilised and all liabilities, duties and obligations incurred or undertaken by
the Amalgamating Company on or after the Appointed Date and prior to the Effective Date
shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the
Amalgamated Company and to the extent they are outstanding on the Effective Date, shall,
upon the coming into effect of this Scheme and under the provisions of Sections 391 to 394 of
the Act, without any further act, instrument or deed be and stand transferred to and vested in
and be deemed to have been transferred to and vested in the Amalgamated Company and
shall become the loans and liabilities, duties and obligations of the Amalgamated Company
which shall meet, discharge and satisfy the same.
31
7.6. Loans, advances and other obligations (including any guarantees, letters of credit, letters of
comfort or any other instrument or arrangement which may give rise to a contingent liability
in whatever form), if any, due or which may at any time in future become due between the
Amalgamating Company and the Amalgamated Company shall, ipso facto, stand discharged
and come to an end and there shall be no liability in that behalf upon any party and the
appropriate effect shall be given in the books of accounts and records of the Amalgamated
Company.
7.7. All Encumbrances, if any, existing prior to the Effective Date over the assets of the
Amalgamating Company which secures or relate to the Amalgamating Company Liabilities
shall, after the Effective Date, without any further act, instrument or deed, continue to relate
and attach to such assets or any part thereof to which they are related or attached prior to the
Effective Date and as are transferred to the Amalgamated Company. Provided that if any of
the assets of the Amalgamating Company have not been Encumbered in respect of the
Amalgamating Company Liabilities, such assets shall remain unencumbered and the existing
Encumbrance referred to above shall not be extended to and shall not operate over such
assets. Further, such Encumbrances shall not relate or attach to any of the other assets of the
Amalgamated Company. The absence of any formal amendment which may be required by a
lender or trustee or third party shall not affect the operation of the above.
7.8. The existing Encumbrances over the other assets and properties of the Amalgamated
Company or any part thereof which relate to the liabilities and obligations of the Amalgamated
Company prior to the Effective Date shall continue to relate to such assets and properties and
shall not extend or attach to any of the assets and properties transferred to and vested in the
Amalgamated Company by virtue of this Scheme.
7.9. Without prejudice to the provisions of the foregoing Clauses and upon the effectiveness of this
Scheme, the Amalgamating Company and the Amalgamated Company shall execute any
instrument/s and/or document/s and/or do all the acts and deeds as may be required,
including the filing of necessary particulars and/or modification(s) of charge, with the
respective Registrar of Companies to give formal effect to the above provisions, if required.
7.10. Upon the coming into effect of this Scheme, the Amalgamated Company alone shall be liable
to perform all obligations in respect of the Amalgamating Company Liabilities, which have
been transferred to it in terms of this Scheme.
7.11. It is expressly provided that, save as mentioned in this Clause 7, no other term or condition of
the liabilities transferred to the Amalgamated Company as part of this Scheme is modified by
virtue of this Scheme except to the extent that such amendment is required by necessary
implication.
7.12. Subject to the necessary consents being obtained, if required, in accordance with the terms of
this Scheme, the provisions of this Clause 7 shall operate, notwithstanding anything to the
contrary contained in any instrument, deed or writing or the terms of sanction or issue or any
security document, all of which instruments, deeds or writings shall stand modified and/or
superseded by the foregoing provisions.
8. Legal, taxation and other proceedings
Upon the coming into effect of this Scheme, all suits, actions and other proceedings including
legal and taxation proceedings, whether civil or criminal (including before any statutory or
quasi-judicial authority or tribunal) by or against the Amalgamating Company whether
pending and/ or arising on or before the Effective Date shall be continued and/ or enforced by
or against the Amalgamated Company, as effectually and in the same manner and to the
same extent as if the same had been instituted and/or pending and/or arising by or against
the Amalgamated Company.
9. Amalgamating Company Employees
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9.1. Upon the coming into effect of this Scheme, all Amalgamating Company Employees as on the
Effective Date shall become the permanent employees of the Amalgamated Company, and,
subject to the provisions hereof, on terms and conditions not less favourable than those on
which they are engaged by the Amalgamating Company and without any interruption of, or
break in service as a result of the Amalgamation. The Amalgamated Company agrees that for
the purpose of payment of any compensation, gratuity and other terminal benefits, the past
services of such Amalgamating Company Employees and such benefits to which the
Amalgamating Company Employees are entitled in the Amalgamating Company, as the case
may be, shall also be taken into account, and the Amalgamated Company agrees and
undertakes to pay the same as and when payable.
9.2. In so far as the outstanding employee stock options granted by the Amalgamating Company to
its employees under the Amalgamating Company ESOP Schemes are concerned, the
Amalgamated Company shall, create an employee stock option scheme for the benefit of such
employees of the Amalgamating Company whereunder stock options shall be issued to such
employees taking into account the Share Exchange Ratio on the terms and conditions not less
favourable than those provided under the Amalgamating Company ESOP Schemes.
9.3. The options granted by the Amalgamated Company to the employees of the Amalgamating
Company in lieu of options granted to them under the Amalgamating Company ESOP Schemes
would be granted on the basis of the Share Exchange Ration i.e. for every 1 (one) option held
by an employee of the Amalgamating Company which entitle such employee to acquire 1
(one) share in the Amalgamating Company, such employee shall be conferred 1 (one) option
in the Amalgamated Company which shall entitle such employee to acquire 1 (one) equity
share in the Amalgamated Company.
9.4. For the purposes of calculating the time period between the granting and the vesting of
employee stock options issued by the Amalgamated Company to employees of the
Amalgamating Company pursuant to this Scheme, the Amalgamated Company shall take into
account the time period that has elapsed between the grant of the corresponding options by
the Amalgamating Company to such employees.
9.5. The exercise consideration payable for options granted by the Amalgamated Company to the
employees of the Amalgamated Company to the employees of the Amalgamating Company
shall be equivalent to the exercise consideration payable by such employee for such option
under the relevant Amalgamating Company ESOP Scheme.
9.6. The grant of options to the employees of the Amalgamating Company pursuant to this Scheme
shall be effected as an integral part of the Scheme and the shareholders approval of this
Scheme and the High Court sanctioning this Scheme shall be deemed approval of the
shareholders under Section 81(1A) of the Companies Act and SEBI (Employees Stock Option
Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as applicable.
9.7. It is clarified that save as expressly provided for in this Scheme, the Amalgamating Company
Employees who become the employees of the Amalgamated Company by virtue of this
Scheme, shall be entitled to the employment policies and shall be entitled to avail of any
schemes and benefits existing as on the Effective Date that may be applicable and available to
any of the other employees of the Amalgamated Company (including the benefits of or under
any employee stock option schemes applicable to or covering all or any of the other
employees of the Amalgamated Company), unless otherwise determined by the Amalgamated
Company. The Amalgamated Company undertakes to continue to abide by any
agreement/settlement, if any, entered into or deemed to have been entered into by the
Amalgamating Company with any of their employees.
33
9.8. Insofar as the provident fund, gratuity fund, trusts, retirement fund or benefits and any other
funds or benefits created by the Amalgamating Company for its employees or to which the
Amalgamating Company are contributing for the benefit of their employees and other such
funds, trusts, the benefits of which the Amalgamating Company Employees enjoy (the
“Amalgamating Company Funds”), all the contributions made to such Amalgamating
Company Funds for the benefit of the Amalgamating Company Employees and the investments
made by the Amalgamating Company Funds in relation to the Amalgamating Company
Employees shall be transferred to the Amalgamated Company and shall be held for the benefit
of the Amalgamating Company Employees. In the event the Amalgamated Company has its
own funds in respect of any of the Amalgamating Company Funds, such contributions and
investments shall, subject to the necessary approvals and permissions and at the discretion of
the Amalgamated Company, be transferred to the relevant funds of the Amalgamated
Company. In the event that the Amalgamated Company does not have its own funds in
respect of any of the above or if deemed appropriate by the Amalgamated Company, the
Amalgamating Company may, subject to necessary approvals and permissions, maintain the
existing funds separately and contribute thereto until such time that the Amalgamated
Company creates its own funds, at which time the Amalgamating Company Funds and the
investments and contributions pertaining to the Amalgamating Company Employees shall be
transferred to the funds created by the Amalgamated Company.
9.9. In relation to those Amalgamating Company Employees for whom the Amalgamating Company
are making contributions to the government provident fund, the Amalgamated Company shall
stand substituted for such Amalgamating Company, for all purposes whatsoever, including
relating to the obligation to make contributions to the said fund in accordance with the
provisions of such fund, bye laws, etc. in respect of such Amalgamating Company Employees.
SECTION 2 – CONDUCT OF BUSINESS UNTIL EFFECTIVE DATE
10. The Amalgamating Company, with effect from the Appointed Date and up to and including the
Effective Date:
(i)shall be deemed to have been carrying on and to be carrying on all business and activities and
stand possessed of all the estates, assets, rights, title, interest, authorities, contracts,
investments and strategic decisions for and on account of, and in trust for, the
Amalgamated Company;
(ii)all profits and income accruing or arising to the Amalgamating Company, and losses and
expenditure or incurred by them (including taxes, if any, accruing or paid in relation to
any profits or income) shall, for all purposes, be treated as the profits, income, losses
or expenditure, as the case may be, of the Amalgamated Company; and
(iii)any of the rights, powers, authorities, privileges, attached, related or pertaining to the
Amalgamating Undertaking exercised by the Amalgamating Company shall be deemed
to have been exercised by such Amalgamating Company for and on behalf of, and in
trust for and as an agent of the Amalgamated Company. Similarly, any of the
obligations, duties and commitments attached, related or pertaining to the
Amalgamating Company that have been undertaken or discharged by the
Amalgamating Company shall be deemed to have been undertaken for and on behalf
of and as an agent for the Amalgamated Company.
11. Each of the Amalgamating Company and the Amalgamated Company undertake that they shall
preserve and carry on their business with reasonable diligence and business prudence. The
Amalgamating Company shall not, upto and including the Effective Date, undertake financial
commitments or sell, transfer, alienate, charge, mortgage, or encumber the Amalgamating
Undertaking, or any part thereof, and the Amalgamated Company shall not, upto and including
the Effective Date, undertake financial commitments or sell, transfer, alienate, charge,
mortgage, or encumber its business or assets, in each case, unless:
34
(i) the prior written consent of the board of directors of the Amalgamated Company or
the Amalgamating Company, respectively, has been obtained in relation to any of the
above;
(ii) the same is in its ordinary course of business as carried on by it as on the date of filing
this Scheme with the High Court; or
(iii) the same is expressly permitted by this Scheme.
12. From the date on which the board of directors of each of the Companies approves the Scheme
and upto the Effective Date, the Amalgamating Company may make any change in its capital
structure in any manner whatsoever, including by the issuance of convertible warrants (“New
Warrants”) entitling the holders thereof to acquire shares in the Amalgamating Company.
13. All taxes (including, without limitation, income tax, wealth tax, sales tax, excise duty, customs
duty, service tax, VAT, etc.) paid or payable by the Amalgamating Company in respect of the
operations and/or the profits of the business before the Appointed Date, shall be on account of
the Amalgamated Company and, insofar as it relates to the tax payment (including, without
limitation, income tax, wealth tax, sales tax, excise duty, customs duty, service tax, VAT,
etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by the
Amalgamating Company in respect of the profits or activities or operation of the business with
effect from the Appointed Date, the same shall be deemed to be the corresponding item paid
by the Amalgamated Company, and, shall, in all proceedings, be dealt with accordingly.
14. The transfer and vesting of the assets, liabilities and obligations of the Amalgamating
Company and the continuance of the proceedings by or against the Amalgamated Company
under this Scheme shall not affect any transaction or proceedings already completed by the
Amalgamating Company on or before the Appointed Date to the end and intent that, subject
to the provisions of Section 2, the Amalgamated Company accepts all acts, deeds and things
done and executed by and/or on behalf of the Amalgamating Company as acts, deeds and
things done and executed by and on behalf of the Amalgamated Company.
SECTION 3 – REORGANISATION OF CAPITAL
15. The provisions of this Section 3 shall operate notwithstanding anything to the contrary in this
Scheme.
16. In consideration of the transfer and vesting of the Amalgamating Undertaking in, and the
amalgamation of the Amalgamating Company into, the Amalgamated Company in accordance
with the provisions of this Scheme and as an integral part of this Scheme, the share capital of
the Amalgamating Company and the Amalgamated Company shall be restructured and
reorganised in the manner set out as below.
17. Pursuant to the Scheme and upon its effectiveness, without any further act or deed, the
authorised share capital of the Amalgamated Company shall stand sub-divided into 5 (five)
equity shares of face value Rs. 2/- (Rupees Two Only) each and the share capital of the
Amalgamated Company shall be increased. The existing capital clause contained in the
Memorandum of Association of the Amalgamated Company shall, upon the coming into effect
of this Scheme, without any further act or deed be replaced in the following manner:
“The Authorised Capital of the Company is Rs. 16,000,000,000 (Rupees Sixteen Billion only)
divided into 3,000,000,000 (Three Billion) Equity Shares of Rs.2/- (Rupees Two only) each,
and 1,000,000,000 (One Billion) Preference Shares of Rs. 10/- (Rupees Ten only) each.”
18. It is hereby clarified that for the purposes of this Clause 18, the consent of the shareholders of
the Amalgamated Company to the Scheme shall be deemed to be sufficient for amendment of
the memorandum of association of the Amalgamated Company and no further resolutions
under Section 16, Section 31, Section 94 or any applicable provisions of the Act would be
required to be separately passed.
35
19. The Amalgamated Company shall file the requisite forms with the Registrar of Companies with
regard to alteration of its authorised share capital, pursuant to this Scheme.
20. In consideration of the transfer and vesting of the Amalgamating Undertaking in the
Amalgamated Company, and the amalgamation of the Amalgamating Company into the
Amalgamated Company, pursuant to Section 2 of this Scheme, the Amalgamated Company
shall, upon the Scheme coming into effect without any further application, act or deed, issue
and allot:
(i) to the equity shareholders of the Amalgamating Company whose names are recorded
in the register of members and the records of the depositary of the Amalgamating
Company, on the Record Date, equity shares of the Amalgamated Company, in the
ratio (the “Share Exchange Ratio”) of 1 (one) equity share in the Amalgamated
Company of face value Rs. 2/- (Rupees Two Only) credited as fully paid up for every 1
(one) equity share of face value Rs. 2/- (Rupees Two Only) each fully paid up held by
such member in the Amalgamating Company on the Record Date;
(ii) to the holders of Warrants of the Amalgamating Company whose names are recorded
in the records of the depositary of the Amalgamating Company, on the Record Date,
warrants of the Amalgamated Company, in the ratio of 1 (one) warrant in the
Amalgamated Company for every 1 (one) Warrant held in the Amalgamating Company
on the Record Date, such that the holders of Warrants, will have the option to apply
for and be allotted 1 (one) equity share of the Amalgamated Company for each
warrant held in the Amalgamated Company;
(iii) an appropriate number of warrants against the New Warrants outstanding on the
Record Date, based on the Share Exchange Ratio and on the same terms and
conditions as attached to the New Warrants.
21. The Amalgamated Company shall make commercially reasonable efforts, subject to applicable
law, to issue and allot warrants to the holders of Warrants, pursuant to Clause 20(ii) of this
Scheme, on same terms and conditions attached to the Warrants.
22. It is hereby clarified that if, on the date on which the Amalgamated Company shall issue
warrants to holders of Warrants pursuant to Clause 20, any holder of Warrants has exercised
the right to convert such Warrants to equity shares but has not paid the exercise price for such
conversion, then such holder of Warrant shall be issued Warrants by the Amalgamated
Company in the ratio provided in Clause 20 (ii) and the exercise price for conversion of such
warrants shall be payable to the Amalgamated Company, which shall, on payment of such
exercise price, issue shares in the Amalgamated Company in accordance with the Share
Exchange Ratio. However, if the exercise price is paid by such holder of the Warrants on the
date of issuance of equity shares by the Amalgamated Company pursuant to Clause 20(i) of
this Scheme, such holder of the Warrants shall be issued shares in the Amalgamated Company
based on the Share Exchange Ratio.
23. Upon this Scheme becoming effective, the issued, subscribed and paid-up share capital of the
Amalgamated Company shall stand suitably increased consequent upon the issuance of new
equity shares in accordance with Clause 20 above. It is clarified that no special resolution
under Section 81(1A) or under Section 94 of the Act shall be required to be passed by the
Amalgamated Company separately in a general meeting for issue of shares to the members of
the Amalgamating Company under this Scheme and for the increase in the authorized share
capital of the Amalgamated Company and upon the shareholders of the Amalgamated
Company approving this Scheme, it shall be deemed that they have given their consent to the
issue of equity shares of the Amalgamating Company to the members of the Amalgamated
Company in the Share Exchange Ratio.
36
24. The shares issued to the members of the Amalgamating Company pursuant to the above
Clause 20 above shall be issued in dematerialized form by the Amalgamated Company, unless
otherwise notified in writing by the shareholders of the Amalgamating Company to the
Amalgamated Company on or before such date as may be determined by the board of
directors of the Amalgamated Company or a committee thereof. In the event that such notice
has not been received by the Amalgamated Company in respect of any of the members of the
Amalgamating Company, the shares shall be issued to such members in dematerialized form,
provided that the members of the Amalgamating Company shall be required to have an
account with a depository participant and shall provide details thereof and such other
confirmations as may be required. It is only thereupon that the Amalgamated Company shall
issue and directly credit the dematerialized securities to the account of such member with the
shares of the Amalgamated Company. In the event that the Amalgamated Company has
received notice from any member that shares are to be issued in certificate form or if any
member has not provided the requisite details relating to the account with a depository
participant or other confirmations as may be required, then the Amalgamated Company shall
issue shares in certificate form to such member.
25. In the event of there being any pending share transfers, whether lodged or outstanding, of
any shareholder of the Amalgamating Company, the board of directors of the Amalgamated
Company or any committee thereof shall be empowered in appropriate cases, prior to or even
subsequent to the Effective Date, to effectuate such a transfer in the Amalgamated Company
as if such changes in registered holder were operative as on the Effective Date, in order to
remove any difficulties arising to the transferor of the shares in the Amalgamating Company
and in relation to the shares issued by the Amalgamating Company after the effectiveness of
this Scheme. The board of directors of the Amalgamated Company shall be empowered to
remove such difficulties as may arise in the course of implementation of this Scheme and
registration of new members in the Amalgamated Company on account of difficulties faced in
the transaction period.
26. The equity shares of the Amalgamated Company, if any, held by the Amalgamating Company
on the Effective Date shall be cancelled upon the date of allotment of shares pursuant to
Clause 20, without any further act or deed, and no shares of the Amalgamated Company shall
be issued in lieu thereof. Any difference arising out of cancellation of the amount of
investment held by the amalgamating company in the amalgamated company and the
cancellation of face value of share capital in the amalgamated company shall be adjusted
against the share premium account . The order of the High Court sanctioning the Scheme will
be deemed to be an order under section 102 of the Act.
27. Equity Shares and Warrants of the Amalgamated Company issued in terms of Clause 20 above
shall, subject to receipt of necessary approvals, be listed and/or admitted to trading on the
Stock Exchanges. The shares and the Warrants allotted pursuant to Section 3 of this Scheme
shall remain frozen in the depositaries system until listing/trading permission is given by the
Stock Exchanges. Further, except as provided in the Scheme, there shall be no change in the
shareholding pattern or control of the Amalgamated Company between the Record Date and
the listing of the shares of the Amalgamated Company on the relevant stock exchanges.
28. Unless otherwise determined by the board of directors or any committee thereof of the
Amalgamated Company and the board of directors or any committee thereof of the
Amalgamating Company, issuance of shares, Warrants and New Warrants in terms of Clause
20 of this Scheme shall be undertaken within 90 (ninety) days from the Effective Date.
29. It is clarified that the lock-in in relation to the equity shares of the Amalgamating Company
held by its promoters, if any, shall mutatis mutandis apply for the remaining period of such
lock-in to the equity shares of the Amalgamated Company issued pursuant to Clause 20 hereof
in lieu of such equity shares of the Amalgamating Company. If any equity shares issued by the
Amalgamated Company pursuant to this Scheme are required to be locked-in under applicable
Law, such equity shares shall be placed under lock-in for the period prescribed under
applicable Law.
37
30. Upon the coming into effect of this Scheme and the issuance of shares in the Share Exchange
Ratio by the Amalgamated Company pursuant to the provisions of Clause 20 above, the Amalgamated
Company shall issue, as promptly as practicable, an appropriate number of underlying shares, in
accordance with the Share Exchange Ratio, to the Depositary. The Amalgamated Company shall, prior
to the Effective Date, enter into appropriate arrangements with a depositary (the “Amalgamated
Company Depositary”) appointed by the Amalgamated Company pursuant to a deposit agreement
entered into between the Amalgamated Company and the Amalgamated Company Depositary (the
“Amalgamated Company Deposit Agreement”), for either (a) the issuance of GDRs representing
such shares (the “Amalgamated Company GDRs”) to holders of IBFSL GDRs in the ratio of 1 (one)
Amalgamated Company GDR for every 1 (one) IBFSL GDR, in accordance with the deposit agreement
entered into between the Amalgamating Company and the Depositary (the “Deposit Agreement”),
or (b) the transfer of IBFSL GDRs to the Amalgamated Company.
31. The Amalgamated Company, the Amalgamated Company Depositary, the Amalgamating Company
and/or the Depositary shall, enter into such further documents and take such further actions as may
be deemed necessary or appropriate by the Amalgamated Company and/or the Amalgamating
Company and the Amalgamated Company Depositary, including, but not limited to, amending the
Deposit Agreement, disseminating to existing IBFSL GDR holders certain notices, certifications and
information containing details of the Scheme, the issuance of the Amalgamated Company GDRs or the
transfer of IBFSL GDRs to the Amalgamated Company (as the case may be) and/or certain information
relating to the Amalgamated Company and obtaining from the existing IBFSL GDR holders, and
providing to the Amalgamated Company and the Amalgamated Company Depositary, certain
information relating to the existing IBFSL GDR holders.
32. Except in the case of transfer of IBFSL GDRs to the Amalgamated Company, the Amalgamated
Company GDRs issued pursuant to Clause 30 above shall not be listed unless required by any binding
contract, regulations or laws, in which event the same may be listed on the Luxembourg Stock
Exchange and the Amalgamated Company shall take such additional steps and do all such acts, deeds
and things as may be necessary for purposes of listing the Amalgamated Company GDRs.
33.Notwithstanding anything to the contrary in Clause 30 to 32 above, the Amalgamated Company
may elect, in its sole discretion, to cash out existing IBFSL GDR holders in lieu of issuing the
Amalgamated Company GDRs. If the Amalgamated Company elects to cash out IBFSL GDR holders,
then the shares issued by the Amalgamated Company to the Depositary which represent the
entitlement of the IBFSL GDR holders shall be sold by the Depositary or the Amalgamated Company
Depositary as applicable, in the open market and the net sales proceeds (after the deduction of taxes
and expenses incurred) shall be distributed to the Depositary for further distribution to the IBFSL GDR
holders in the same proportion as their entitlements. The Amalgamated Company, the Amalgamated
Company Depositary, the Amalgamating Company and/or the Depositary shall enter into such further
documents and take such further actions as may be necessary or appropriate in this behalf and to
enable the actions contemplated herein.
34. The Amalgamated Company GDRs and the equity shares underlying the Amalgamated Company
GDRs and the shares of the Amalgamated Company issued pursuant to the Scheme will not be
registered under the United States Securities Act of 1933, as amended (the “Securities Act”) , in
reliance upon the exemption from registration contained in Section 3(a)(10) of the Securities Act. In
order to avail of this exemption, the Amalgamated Company will rely on the approval of the Scheme
by the High Court of Delhi following the hearing by the High Court on the fairness of the terms and
conditions of the Scheme as required by Section 3(a)(10) of the Securities Act. The Amalgamated
Company may elect, in its sole discretion, to also rely upon any other applicable exemption from the
registration requirements of the Securities Act - or any other exemption under applicable law that the
Amalgamated Company may elect to rely upon.
35. Accounting treatment in the books of the Amalgamated Company
Upon the Effective Date, the Amalgamated Company shall account for the amalgamation in its books
of accounts as under:
38
35.1 All the assets and liabilities of the Amalgamating Company transferred to the Amalgamated
Company shall become the assets and liabilities of the Amalgamated Company and shall be
recorded at their book values as appearing in the books of the Amalgamating Company.
35.2 All the reserves of the Amalgamating Company shall be recorded in the books of the
Amalgamated Company in the same form in which they appeared in the books of the
Amalgamating Company.
35.3 The Amalgamated Company shall credit to its share capital account, the aggregate face
value of the equity shares issued by it pursuant to this Scheme.
35.4 The difference between the amount recorded as share capital issued by the Amalgamated
Company (plus any additional consideration in the form of cash or other assets) and the
amount of share capital of the Amalgamating Company shall be adjusted in reserves in the
books of the Amalgamated Company.
35.5 In case of any differences in accounting policies between the Amalgamated Company and
the Amalgamating Company, the impact of the same until the Appointed Date shall be
computed in accordance with Accounting Standard AS 5 Net Profit or Loss for the Period,
Prior Period Items and Changes in Accounting Policies, and adjusted in the reserves of the
Amalgamated Company.
PART III – GENERAL TERMS AND CONDITIONS
36. The Companies shall make necessary applications before the High Court for the sanction of this
Scheme under Sections 391 to 394 of the Act.
37. The Companies (by their respective board of directors), either by themselves or through a
committee appointed by them in this behalf, may jointly and as mutually agreed in writing:
(i) in their full and absolute discretion, assent to any alteration(s) or modification(s) to
this Scheme which a High Court may deem fit to approve or impose, and/or effect any
other modification or amendment jointly and mutually agreed in writing, including,
without limitation, any modifications to the accounting treatment set out in this
Scheme or to the matters set forth in this Scheme, and to do all acts, deeds and
things as may be necessary, desirable or expedient for the purposes of this Scheme;
(ii) to give such directions (acting jointly) as may be mutually agreed in writing as they
may consider necessary to settle any question or difficulty arising under this Scheme
or in regard to and of the meaning or interpretation of this Scheme or implementation
thereof or in any matter whatsoever connected therewith (including any question or
difficulty arising in connection with any deceased or insolvent shareholders, depositors
or debenture holders of the respective companies), or to review the position relating
to the satisfaction of various conditions of this Scheme and if necessary, to waive any
of those (to the extent permissible under law);
(iii) in their full and absolute discretion and by mutual agreement in writing, modify, vary
or withdraw this Scheme prior to the Effective Date in any manner at any time;
(iv) to determine jointly by mutual agreement in writing whether any asset, liability,
employee, legal or other proceedings pertains to the Amalgamating Company, on the
basis of any evidence that they may deem relevant for this purpose.
38. The Amalgamating Company shall stand dissolved without winding-up, with effect from the
Effective Date.
39. Upon the coming in to effect of this Scheme, the following objects shall be added to Clause III of
the Memorandum of Association of the Amalgamated Company (relating to the main objects for which
the company has established) pursuant to Section 17 of the Act:
39
“5. To advance money to any person or persons, company or corporation, society or
association, for long term, either at interest or without, and / or with or without any security
for the purpose of enabling such borrower to construct or purchase a house or flat for
residential purposes and on such terms and conditions as the Company may deem fit and also
to provide long term finance to the persons, engaged in the business of constructions of
houses or flats for residential purpose to be sold by them by way of hire purchase or on
deferred payment or other similar basis, upon such terms and conditions, as the Company
may deem fit.
6. To receive loans of every description from the public, Government agencies, financial
institutions and corporate bodies.
7. To hold investments in various step-down subsidiaries.
8. To carry on the business of making loans and advances, financing and investment
advisory services, upon such terms and conditions, as the Company may deem fit.”
40. It is hereby clarified that for the purposes of this Clause, the consent of the shareholders of the
Amalgamated Company to the Scheme shall be deemed to be sufficient for amendment of the
memorandum of association and the articles of association of the Amalgamated Company and no
further resolutions under Section 16, Section 31 and Section 94 or any applicable provisions of the Act
would be required to be separately passed.
41. Pursuant to this Scheme, the Amalgamated Company shall file the requisite forms with the
Registrar of Companies for alteration of its memorandum of association and the articles of association.
42. Severability
If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall not,
subject to the mutual agreement of the Companies in writing, affect the validity or implementation of
the other parts and/or provisions of this Scheme.
43. Resolutions
Upon the coming into effect of this Scheme, the resolutions, if any, of the Amalgamating Company
subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as
resolutions of the Amalgamated Company and if any such resolutions have any monetary limits
approved under the provisions of the Act, or any other applicable statutory provisions, then the said
limits shall be added to the limits, if any, under like resolutions passed by the Amalgamated Company
shall constitute the aggregate of the said limits in the Amalgamated Company
44. The coming into effect of this Scheme is conditional upon and subject to:
(i) this Scheme being approved by the respective requisite majorities of the various
classes of members and creditors (where applicable) of the Companies as required
under the Act and the requisite orders of the High Court being obtained;
(ii) the certified copies of the orders of the High Court approving this Scheme being filed
with the jurisdictional Registrar of Companies;
(iii) such approvals and sanctions and approvals including sanction of any governmental
authority as may be required by law in respect of this Scheme being obtained.
40
45. In the event of this Scheme does not come into effect by September 30, 2013, this Scheme shall
stand revoked, cancelled and be of no effect and become null and void and in that event no rights and
liabilities whatsoever shall accrue to or be incurred inter se by the parties or their shareholders or
creditors or employees or any other person. In such case each party shall bear its own costs, charges
and expenses or shall bear costs, charges and expenses as may be mutually agreed.
46. Each party shall bear its own costs, charges, levies and expenses in relation to or in connection
with or incidental to this Scheme until the date of sanction of this Scheme by the High Court.
47. Annexure A
Investment held in: Conducting the business of:
Indiabulls Finance Company Pvt Ltd Non - banking financial activities
Indiabulls Capital Services Limited Providing financial services
Indiabulls Life Insurance Company
Limited
Life insurance business
Indiabulls Infrastructure Credit Limited Non - banking financial activities
Ibulls Sales Limited Providing consultancy services in
relation to finance and loans
Indiabulls Advisory Services Limited Providing consultancy services in
relation to finance and loans
Indiabulls Collection Agency Ltd Debt collection and acting as recovery
agents
Indiabulls Asset Holding Company
Limited
Financing, borrowing, lending, holding
investments
Indiabulls Asset Management Company
Limited
Management of mutual funds, venture
capital funds, etc., acquisition of funds
therefor and acting as financial advisors
and investment advisors
Indiabulls Trustee Company Limited Acting as trustees for mutual funds,
offshore funds, etc.
Indiabulls Alternative Asset
Management Private Limited
Asset/portfolio management
Indiabulls Insurance Advisors Ltd Consultancy services in relation to
finance
Indiabulls Holdings Limited Providing investment and fund
management services
Indiabulls Asset Reconstruction
Company Limited
Business of Asset Reconstruction
41
SUMMARY FINANCIAL AND OPERATING INFORMATION
The following summary financial information is derived from our audited financial statements for the
financial years ended March 31, 2013, 2012, 2011, 2010 and 2009, which have been prepared in
accordance with the Indian GAAP/GAAS and the applicable provision of the Companies Act, 1956, as
described in the Auditor?s Report in the section titled “Financial Information of our Company”
beginning on page 119 of this Information Memorandum.
The summary financial information presented below should be read in conjunction with the financial
informations, the notes thereto included in the section titled “Financial Information of our Company”
beginning on page 119 of this Information Memorandum.
Restated Standalone Summary Statement of Assets and Liabilities
Particulars Note
No
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
I. EQUITY
AND
LIABILITIES
(1)
Shareholder's
Funds
Share Capital 3
62,50,22,334
1,55,68,96,560
1,55,68,96,560
1,35,00,00,000
1,35,00,00,000
Reserves and
Surplus
4
47,63,71,90,332
7,99,40,46,332
5,77,80,89,939
2,20,34,51,659
2,01,28,62,316
Money
received
against share
warrants
5
1,12,81,50,000
-
-
-
-
(2) Non-
Current
Liabilities
Long-term
borrowings
6
1,82,34,45,98,867
44,96,25,77,777
22,81,94,44,444
6,11,04,33,366
2,49,35,25,969
Deferred tax
liabilities (Net)
7
-
-
-
7,50,47,188
14,20,74,002
Other Long-
term liabilities
8
7,83,79,523
2,32,548
2,21,998
-
-
Long-term
provisions
9
3,66,95,33,718
37,57,08,478
11,18,40,747
4,60,46,506
4,16,37,581
(3) Current
Liabilities
Short-term
borrowings
10
63,81,01,39,094
13,12,58,27,156
1,26,16,17,511
1,02,96,57,530
1,46,82,84,306
Trade
payables
11
2,85,29,227
10,63,764
12,76,947
22,66,382
5,73,332
Other current
liabilities
12
77,94,70,55,331
6,13,88,39,587
4,37,25,80,721
3,41,86,93,852
2,10,83,35,006
Short-term
provisions
13
8,21,52,69,504
20,81,72,052
28,97,49,614
3,63,07,347
3,99,91,155
Total
3,85,48,38,67,930
74,36,33,64,254
36,19,17,18,481
14,27,19,03,830
9,65,72,83,667
II.ASSETS
(1) Non-
current assets
Fixed assets 14(a
to e)
(i) Tangible
assets
44,07,40,721
5,89,28,602
5,67,81,962
3,40,16,740
2,92,22,361
42
(ii) Intangible
assets
85,19,726
8,54,265
13,16,249
47,48,802
87,58,623
Non-current
investments
15
3,24,92,50,000
-
-
-
-
Deferred tax
assets (net)
16
1,63,16,88,292
10,65,03,091
3,29,39,174
-
-
Long-term
loans and
advances
17
2,63,16,98,92,344
67,96,35,81,997
32,89,05,26,787
7,57,53,83,283
6,78,45,10,886
Other non-
current assets
18
4,83,72,87,544
1,83,93,699
15,45,54,930
14,49,12,934
-
(2) Current
assets
Current
investments
19
21,68,61,77,570
43,00,00,000
1,31,46,45,888
3,73,05,17,256
58,01,07,025
Trade
receivables
20
1,80,72,196
-
-
-
-
Cash and bank
balances
21
48,45,52,68,974
82,30,41,463
6,85,37,351
1,70,30,98,758
32,18,66,217
Short-term
loans and
advances
22
38,46,64,66,458
4,14,54,38,621
1,38,51,65,653
94,90,00,333
1,45,98,61,640
Other current
assets
23
3,52,05,04,105
81,66,22,516
28,72,50,487
13,02,25,724
47,29,56,915
Total
3,85,48,38,67,930
74,36,33,64,254
36,19,17,18,481
14,27,19,03,830
9,65,72,83,667
Note:
-
-
-
-
-
The above statement should be read with the Notes to the Restated Standalone Summary Statement of Assets
and Liabilities, Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in
Annexure – IV.
Restated Standalone Summary Statement of Profit and Loss
Particulars Note
No
Year ended
March 31,
2013
Year ended
March 31,
2012
Year ended
March 31,
2011
Year ended
March 31,
2010
Year ended
March 31,
2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(1) Revenue
from operations
24
46,58,06,30,195
7,85,50,67,529
3,10,23,90,068
1,77,17,47,331
1,80,82,99,021
(2) Other
income
25
48,13,73,265
3,44,46,504
7,14,44,816
79,274
1,06,635
(3) Total
revenue (1+2)
47,06,20,03,460
7,88,95,14,033
3,17,38,34,884
1,77,18,26,605
1,80,84,05,656
(4) Expenses
Employee
benefit expense
26
2,03,62,24,930
12,03,16,575
20,47,62,901
24,39,76,655
25,09,46,919
Interest and
Finance charges
27
26,03,58,24,918
3,80,69,28,096
1,35,25,81,188
80,74,61,149
72,71,57,389
Depreciation
and
amortisation
expense
14(a
to e)
9,21,10,194
1,05,51,594
1,61,91,680
1,04,81,849
98,66,717
Other
expenses
28
2,85,66,76,868
49,90,56,859
50,88,33,196
45,57,47,914
53,82,07,778
Total expenses
31,02,08,36,910
4,43,68,53,124
2,08,23,68,965
1,51,76,67,567
1,52,61,78,803
(5) Profit before
tax (3-4)
16,04,11,66,550
3,45,26,60,909
1,09,14,65,919
25,41,59,038
28,22,26,853
(6) Tax expense
Current tax
43
expense 3,61,94,80,524 1,02,63,51,468 41,11,78,091 13,71,21,680 23,51,54,140
Deferred tax
charge/(credit)
(Net)
14,26,16,472
(7,35,63,917)
(10,79,86,362)
(6,70,26,814)
(17,65,13,351)
Total Tax
Expense
3,76,20,96,996
95,27,87,551
30,31,91,729
7,00,94,866
5,86,40,789
(7) Profit after
tax (5-6)
12,27,90,69,554
2,49,98,73,358
78,82,74,190
18,40,64,172
22,35,86,064
(8) Restated
Adjustments
(Refer
Note 42)
1,00,353
(1,55,876)
67,39,470
(65,25,171)
(25,39,780)
(9) Adjusted
Profit after tax
(7-8)
12,27,89,69,201
2,50,00,29,234
78,15,34,720
19,05,89,343
22,61,25,844
(10) Earnings
per Equity
share as
restated:
34
Basic
39.34
16.06
5.71
1.41
1.68
Diluted
38.12
16.06
5.71
1.41
1.68
Face value per
Equity share
2.00
10.00
10.00
10.00
10.00
Note:
The above statement should be read with the Notes to the Restated Standalone Summary Statement of Assets
and Liabilities, Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in
Annexure – IV.
Restated Standalone Summary Statement of Cash Flows
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
ended March
31, 2011
For the Year
ended March
31, 2010
For the Year
ended March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
A Cash flows from
operating
activities :
Profit before tax
as restated
16,04,11,66,550 3,45,26,60,909 1,09,14,65,919 25,41,59,038 28,22,26,853
Adjustments for:
Employee Stock
Compensation
75,63,100
-
- - -
Provision for
Gratuity
84,01,930 (53,80,115) 25,85,126 10,97,109 30,90,814
Provision for
Compensated
Absences
31,40,745 (22,00,582) 5,88,567 6,55,914 16,05,692
Provision for
Superannuation
9,79,72,503
-
- - -
44
Provision for
Loan Assets
32,35,12,490 3,83,33,310 2,26,09,943 (7,64,92,963) 2,07,78,809
Contingent
Provisions
against Standard
Assets
22,36,68,551
7,06,88,886
6,32,35,736
- -
Depreciation /
Amortisation
9,21,10,194 1,05,51,594 1,61,91,680 1,04,81,849 98,66,717
Bad debts
/Advances
written off
66,81,54,038 8,53,62,258 5,87,39,299 - -
Investment
written off (Net)
73,94,643 - - - -
Loss on sale of
Fixed Assets
41,58,906 9,92,001 10,945 12,38,246 2,41,162
(Unrealised) /
Realised gains on
appreciation of
Mutual Fund
Investments
(Current
Investments)
(15,13,896) 18,16,070 (15,73,444) - -
Operating Profit
before working
capital changes
17,47,57,29,754 3,65,28,24,331 1,25,38,53,771 19,11,39,193 31,78,10,047
Adjustments for:
Trade and Other
Receivables
1,18,29,77,653 (44,28,83,210) (15,82,941) 42,96,20,309 50,36,48,820
Loans and
Advances
(49,91,72,57,844) (37,91,26,57,732) (26,01,20,18,924) (41,08,94,617) (81,34,65,823)
Trade Payables
and other
liabilities
(Refer Note
2 below)
4,39,60,73,556 1,72,67,45,122 1,04,39,55,877 55,40,88,325 (1,09,07,81,256)
Cash used in
operations
(26,86,24,76,881) (32,97,59,71,489) (23,71,57,92,217) 76,39,53,210 (1,08,27,88,212)
Income taxes
paid (Net)
(2,92,11,27,383) (1,08,90,19,031) (16,34,07,961) (15,67,32,732) (24,34,63,605)
Net cash (used
in) /generated
from operating
activities
(29,78,36,04,264) (34,06,49,90,520) (23,87,92,00,178) 60,72,20,478 (1,32,62,51,817)
45
B Cash flows from
investing
activities
Purchase of Fixed
Assets
(11,27,20,777) (1,37,21,207) (3,60,54,108) (1,26,79,703) (6,39,674)
Sale of Fixed
Assets
51,70,553 4,92,956 5,18,814 1,75,050 4,44,676
Capital Advances 2,44,677 68,89,537 (64,90,962) 6,82,756 (911,506)
Proceeds from
deposit accounts
- - 19,01,31,903 - -
Investment in
deposit accounts
(2,82,98,31,814) (47,22,23,080) 1,91,24,000 - -
Investments in
Subsidiaries/Long
term
Investments
(2,02,50,00,000) - - - -
Proceeds from
long term
Investment
written off
(Refer Note
15(7))
2,96,157 - - - -
Proceeds from
Investments in
Mutual Funds /
Other Current
Investments
(Net)
2,32,81,21,441 (43,00,00,000) - - -
Net cash (used
in) / generated
from investing
activities
(2,63,37,19,763) (90,85,61,794) 16,72,29,647 (1,18,21,897) (11,06,504)
C Cash flows from
financing
activities
Proceeds from
Issue of Equity
Share through
ESOPs (Including
Securities
Premium)
6,81,87,021 - 3,00,00,00,120 - -
Proceeds from
Issue of Share
Warrants
1,12,81,50,000 - - - -
Distribution of
Equity Dividends
(7,43,10,26,841) - - - -
46
(including
Corporate
Dividend Tax
thereon)
Debenture issue
expenses
(96,29,62,366) (10,36,50,561) - - -
Short term Loans
to Subsidiary
(1,40,00,00,000) - - - -
Proceeds from
Short term Loans
(Net)
- (28,00,00,000) - (60,50,48,000) 23,50,48,000
Proceeds from
Term loans-(Net)
17,14,76,90,906 21,80,74,44,444 16,54,35,74,470 1,72,48,70,967 2,48,20,65,098
(Repayment of) /
Proceeds from
issue of
Commercial
Papers (Net)
(2,96,50,00,000) 6,87,50,00,000 (50,00,00,000) 50,00,00,000 -
Net proceeds
from Issue of
Secured
Redeemable
Non-Convertible
Debentures
23,45,39,18,000 2,12,50,00,000 7,50,00,000 2,65,00,00,000 -
Proceeds from
issue of
Unsecured Non
Convertible
Debentures
- 3,00,00,00,000 - - -
Net proceeds
from issue of
Subordinated
Debt
5,33,38,00,000 1,25,00,00,000 - - -
Proceeds from
issue of
Perpetual Debt
1,00,00,00,000 - - - -
Net proceeds
from Working
capital loans
13,50,00,00,000 (73,07,90,355) 73,15,21,625 (33,35,78,776) (90,69,24,129)
Net cash
generated from
financing
activities
48,87,27,56,720 33,94,30,03,528 19,85,00,96,215 3,93,62,44,191 1,81,01,88,969
D Net Increase/
Decrease in cash
and cash
16,45,54,32,693 (1,03,05,48,786) (3,86,18,74,316) 4,53,16,42,772 48,28,30,648
47
equivalents
(A+B+C )
E Cash and cash
equivalents at
the beginning of
the year
35,08,18,383 1,38,13,67,169 5,24,32,41,485 71,18,41,339 22,90,10,691
Cash and cash
equivalents
received on
merger under
Scheme of
Arrangement
48,83,99,28,555
F Cash and cash
equivalents at
the end of the
year (D + E)
(Refer Note 5
below)
65,64,61,79,631 35,08,18,383 1,38,13,67,169 5,24,34,84,111 71,18,41,339
48
Notes:
1. The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting
Standard (AS) - 3 on 'Cash Flow Statements', as notified under the Companies (Accounting Standards)
Rules, 2006, as amended.
2. Trade payables and other liabilities include Rs. 2,10,84,02,244 (2011-12 Rs. 6,34,59,837, 2010-11 Rs.
11,91,46,077, 2009-10 Rs. 24,75,90,202, 2008-09 Rs.12,13,36,022) being amount payable on assigned
loans.
3. Margin Deposits of Rs. 4,72,95,85,347 (2011-12 Rs. 19,05,48,758, 2010-11 Rs. Nil, 2009-10 Rs. Nil,
2008-09 Rs. 19,01,31,903) have been placed as collateral for Assignment deals on which assignees have a
paramount lien.
4. Deposits of Rs. 39,77,205 (Previous Year Rs. Nil) are under lien with Bank.
5. Cash and cash equivalents at the end of the year include:
Cash and Bank
Balances (Refer
Note 21)
48,45,52,68,974
82,30,41,463
6,85,37,351
1,70,30,98,758
32,18,66,217
Current
Investments in
Units of Mutual
Funds / Other
Current
Investments
considered as
temporary
deployment of
funds
(Refer Note 19)
17,55,61,77,570
-
1,31,46,45,888
3,73,05,17,256
58,01,07,025
66,01,14,46,544
82,30,41,463
1,38,31,83,239
5,43,36,16,014
90,19,73,242
Less: In deposit
accounts having
maturity of more
than 3 months
36,34,57,207
47,22,23,080
-
19,01,31,903
19,01,31,903
Less: Unrealised
gains on
appreciation of
Mutual Fund
Investments
(Current
Investments)
18,09,706
-
18,16,070
-
-
Cash and cash
equivalents as
restated
65,64,61,79,631
35,08,18,383
1,38,13,67,169
5,24,34,84,111
71,18,41,339
6. Unclaimed Dividend account balance in designated bank accounts are not available for use by the
Company.
(Refer Note 21)
49
7. Previous Year's figures are regrouped wherever considered necessary to conform with Current Year's
groupings and classification
8. Figures from the year ended March 31, 2009 to March 31, 2012 are not comparable with figures for the
period ended March 31, 2013 due to the Scheme of Arrangement between the Company and the erstwhile
Holding company
(Refer Note 39)
Note:
The above statement should be read with the Notes to the Restated Standalone Summary Statement of Assets
and Liabilities, Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in
Annexure – IV.
50
Note No. As at March 31, 2013
Amount (Rs.)
3 62,50,22,334
4 49,93,26,06,625
5 1,12,81,50,000
3(viii) 1,44,87,11,226
6 1,82,34,45,98,867
7 7,83,79,523
8 3,69,98,98,484
9 65,81,01,39,094
10 2,85,29,227
11 77,94,34,71,270
12 8,24,86,67,870
3,91,28,81,74,520
13
44,43,42,423
1,13,33,882
4,00,000
14 15,15,55,854
15 1,64,12,86,277
16 2,71,54,75,48,721
17 4,83,72,87,544
18 22,92,73,39,063
19 2,24,47,293
20 48,88,18,06,215
21 37,26,04,59,122
22 3,56,23,68,126
3,91,28,81,74,520
Other current assets
Total
Note: The above statement should be read with the Notes to the Restated Consolidated
Summary Statement of Assets and Liabilities, Summary Statement of Profit and Loss and
Summary Statement of Cash Flows as appearing in Annexure – VIII.
Current investments
Trade receivables
Cash and bank balances
Short-term loans and advances
Deferred tax assets (net)
Long-term loans and advances
Other non-current assets
(2) Current assets
Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
Non-current investments
Total
II. ASSETS
(1) Non-current assets
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions
Other long-term liabilities
Long-term provisions
(4) Current liabilities
(2) Minority Interest
(3) Non-current liabilities
(1) Shareholders' funds
Long-term borrowings
Share capital
Reserves and surplus
Money received against share warrants
Restated Consolidated Summary Statement of Assets and Liabilities
Particulars
I. EQUITY AND LIABILITIES
51
Note No.
For the Year ended
March 31, 2013
Amount (Rs.)
23 47,29,41,57,642
24 48,53,53,542
47,77,95,11,184
25 2,24,54,72,772
26 25,99,08,79,085
13 9,38,45,876
27 2,89,79,41,515
31,22,81,39,248
16,55,13,71,936
3,75,29,34,475
16,55,042
15 13,61,33,548
Total Tax Expense 3,89,07,23,065
(7) Restated Adjustments(Refer Note 37) (16,55,042)
12,66,23,03,913
(9) Minority Interest 7,62,42,468
(10) Profit after Minority interest (8-9) 12,58,60,61,445
33 40.20
38.95
2.00 Face value per Equity share
Note: The above statement should be read with the Notes to the Restated Consolidated
Summary Statement of Assets and Liabilities, Summary Statement of Profit and Loss and
Summary Statement of Cash Flows as appearing in Annexure – VIII.
(11) Earnings Per Equity share:
Basic
Diluted
(8) Profit after tax (5-6-7)
(6) Tax expense
Current tax expense
Current tax expense relating to prior years
Deferred tax charge (Net)
(5) Profit before tax (3-4)
Depreciation and amortisation expense
Other expenses
Total expenses
Employee benefits expense
Finance costs
(2) Other income
(3) Total revenue (1+2)
(4) Expenses
Particulars
(1) Revenue from operations
Restated Consolidated Summary Statement of Profit and Loss
52
Amount (Rs.) Amount (Rs.)
A Cash flows from operating activities :
Profit before tax 16,55,13,71,936
Adjustments for :
Share of (Profit) in Associate (7,77,845)
Employee Stock Compensation 75,63,100
Provision for Gratuity 1,28,50,578
Provision for Compensated Absences 60,76,184
Provision for Superannuation 9,79,72,503
Provision for Loan Assets 32,35,12,490
Contingent Provisions against Standard Assets 23,95,88,041
Depreciation / Amortisation 9,38,45,876
Bad Loans / Advances written off 66,90,07,097
Loss on sale on Fixed Assets 41,58,906
(10,58,801)
1,45,27,38,129
Operating Profit before working capital changes 18,00,41,10,065
Adjustments for:
Trade and Other Receivables 90,53,75,180
Loans and Advances (56,28,65,90,971)
Trade Payables and other liabilities (Refer Note No. 2 below) 4,37,17,26,098
(51,00,94,89,693)
Cash used in operations (33,00,53,79,628)
Income taxes paid (Net) (3,08,21,17,434)
Net cash used in operating activities (36,08,74,97,062)
B Cash flows from investing activities :
Purchase of Fixed Assets (11,41,25,143)
Sale of Fixed Assets 51,70,554
Capital Advances 2,44,677
Net receipts from Investment in deposit accounts (2,84,45,31,813)
Proceeds from Investments in Mutual Funds / Other Current Investments (Net) 1,91,81,21,441
Aggregate cash flows consequent to conversion of Associate to Subsidiary (Net) 4,23,69,007
Net cash used in investing activities (99,27,51,277)
C Cash flows from financing activities :
Proceeds from Issue of Equity Share through ESOPs (Including Securities Premium) 6,81,87,021
Proceeds from Issue of Share Warrants 1,12,81,50,000
Distribution of Equity Dividends (including Corporate Dividend Tax thereon) (7,43,10,26,841)
Debenture issue expenses (96,29,62,366)
Proceeds from Term loans-(Net) 17,14,76,90,906
Repayment of Commercial Papers (Net) (96,50,00,000)
Net proceeds from issue of Secured Redeemable Non-Convertible Debentures 23,45,39,18,000
Net proceeds from issue of Subordinated Debt 5,33,38,00,000
Proceeds from issue of Perpetual Debt 1,00,00,00,000
Net proceeds from Working capital loans 13,50,00,00,000
Net cash flows from financing activities 52,27,27,56,720
D Exchange difference on translation of balances denominated in foreign currency (64,341)
E Net Increase in cash and cash equivalents (A+B+C+D) 15,19,24,44,040
F Cash and cash equivalents received under Scheme of Arrangement 51,14,16,72,832
G Cash and cash equivalents at the end of the year (E + F) (Refer Note 5 below) 66,33,41,16,872
Notes:
1
2
3
4
5
Cash and Bank Balances
(Ref er Note 20)
48,88,18,06,215
17,83,23,39,063
66,71,41,45,278
Less: In deposit accounts having maturity of more than 3 months 37,81,57,207
Less : Unrealised gains on appreciation of Mutual Fund Investments (Current Investments) 18,71,199
Cash and cash equivalents as restated 66,33,41,16,872
6
7
8
Note: The above statement should be read with the Notes to the Restated Consolidated Summary Statement of Assets and Liabilities,
Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in Annexure – VIII.
Unclaimed Dividend account balances in designated bank accounts are not available for use by the Company.
(Ref er Note 20)
Since this is the first year of preparation of Consolidated Financial Statements of the Company, previous year figures have not been presented.
(Unrealised) gains on appreciation of Mutual Fund Investments (Current Investments)
The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard (AS) - 3 on 'Cash Flow Statements', as
notified under the Companies (Accounting Standards) Rules, 2006, as amended.
Trade payables and other liabilities include Rs. 2,06,35,68,150 being amount payable (net) on assigned loans.
Margin Deposits of Rs. 4,72,56,08,142 have been placed as collateral for Assignment deals on which assignees have a paramount lien.
Cash and cash equivalents at the end of the year include:
Deposits of Rs. 39,77,205 are under lien with Bank.
Current Investments in Units of Mutual Funds / Other Current Investments considered as temporary
deployment of funds
(Ref er Note 18)
The above Cash Flow Statement has been presented after giving effect to the Scheme of Arrangement.
(Ref er Note 36)
March 31, 2013
Restated Consolidated Summary Statement of Cash Flows
For the Year ended
53
GENERAL INFORMATION
INDIABULLS HOUSING FINANCE LIMITED
Incorporation
The Company, as an incorporated legal entity came into existence on May 10, 2005, under the
Companies Act, 1956, having been registered on such date with the Registrar of Companies, NCT of
Delhi and Haryana vide registration no. U65922DL2005PLC136029 and obtained the certificate for
commencement of business on January 10, 2006, to enable it to carry on the business of housing
finance, upon receipt of the license to do so from the National Housing Bank. Indiabulls Financial
Services Limited (IBFSL), the erstwhile promoter of the Company, incorporated on January 10, 2000
and since March 30, 2001, had already been functioning, as a non banking finance company. The
merger of IBFSL with the Company, on a going concern basis, therefore ensured a continuity of the
Company?s business, since March 30, 2001.
CIN: U65922DL2005PLC136029
Registered Office: F-60, Malhotra Building, Second Floor, Connaught Place, New Delhi - 110 001
Tel: +91-11-30476500 ; Fax: +91-11-41529071
Corporate Office: Indiabulls House, 448-451, Udyog Vihar, Phase-V, Gurgaon, Haryana-122016
Tel: +91-124-3989555; Fax: +91-124-6681111
Registrar of Companies:
Registrar of Companies, NCT of Delhi & Haryana, IFCI Tower, 4th Floor, 61, Nehru Place, New Delhi
110 019
Changes in the Registered Office since incorporation
There has been no change in the Registered Office of the Company since the date of its incorporation.
Board of Directors
Name, Fathers’
name Designation,
Status, Experience,
Occupation, Address
Age (In
Years)
Qualifications DIN Details of directorships in
other companies
Mr. Sameer Gehlaut
S/o: Shri. Balwan
Singh
Designation:
Chairman & Executive
Director
Status: Promoter
Director
Experience: 18 years
Occupation:
Entrepreneur
39 years B.Tech., IIT
Delhi
00060783 1. Indiabulls Finance Company
Private Limited
2. Indiabulls Real Estate
Limited
3. Indiabulls Power Limited.
4. Karanbhumi Estates Private
Limited
5. Meru Minerals Private
Limited
6. Ceres Real Estate Private
54
Address: Indiabulls
Finance Centre, Tower
1, 18th Floor,
Elphinstone Road,
Mumbai, 400013,
Maharashtra, India
Limited
7. Indiabulls Mining Private
Limited
8. Ceres Power Transmission
Private Limited
9. Ceres Electricity Distribution
Private Limited
10. Indiabulls Electricity
Distribution Private Limited
11. Inuus Infrastructure Private
Limited
12. Galax Minerals Private
Limited
13. Inuus Land Development
Private Limited
14. Inuus Real Estate Private
Limited
15. Inuus Developers Private
Limited
16. Inuus Properties Private
Limited
17. Orthia Real Estate Private
Limited
18. Orthia Properties Private
Limited
19. Ceres Energy Private Limited
20. Mugwort Real Estate Private
Limited
21. Valerian Real Estate Private
Limited
22. Calleis Real Estate Private
Limited
23. Indiabulls Infrastructure And
Power Limited
24. Cleta Infracon Private
Limited
55
25. Indiabulls Property
Management Trustee Pte.
Ltd.
Mr. Rajiv Rattan
S/o : Shri Ram Rattan
Designation: Non -
Executive Director
Status: Promoter
Director
Experience: 19 years
Occupation:
Entrepreneur
Address: 60, 2nd
Floor, Vasant Marg,
Vasant Vihar, New
Delhi - 110057, India
40 years B.Tech., IIT
Delhi
00010849 1. Indiabulls Real Estate
Limited
2. Indiabulls Life Insurance
Company Limited
3. Indiabulls CSEB Bhaiyathan
Power Limited
4. Indiabulls Power Limited.
5. Indiabulls Realtech Limited
6. Spire Constructions Private
Limited
7. Ceres Real Estate Private
Limited
8. Indiabulls Mining Private
Limited
9. Ceres Power Transmission
Private Limited
10. Ceres Electricity Distribution
Private Limited
11. Indiabulls Electricity
Distribution Private Limited
12. Priapus Developers Private
Limited
13. Nettle Constructions Private
Limited
14. Priapus Land Development
Private Limited
15. Priapus Constructions Private
Limited
16. Arcelormittal Indiabulls
Mining Private Limited
17. Ceres Energy Private Limited
18. Heliotrope Real Estate
Private Limited
56
19. Antheia Infrastructure
Private Limited
20. Antheia Constructions
/Private Limited
21. Indiabulls Infrastructure And
Power Limited
22. Cleta Land Development
Private Limited
23. Antheia Buildcon Private
Limited
24. Tupelo Properties Private
Limited
25. Indiabulls Property
Management Trustee Pte.
Ltd.
Mr. Saurabh Kumar
Mittal
S/o : Dr. Santosh
Kumar Mittal
Designation: Non -
Executive Director
Status: Promoter
Director
Experience: 18 years
Occupation:
Entrepreneur
Address: A -19 - A -
Block, H. No. A - 1 To
A - 32, Westend, Delhi
- 110021, India
39 years B. Tech., IIT
Delhi, MBA from
Harvard Business
School
01175382 1. Indiabulls Real Estate
Limited
2. Indiabulls Power Limited.
3. Ceres Trading Services
Private Limited
4. Ceres Real Estate Private
Limited
5. Indiabulls Mining Private
Limited
6. Ceres Power Transmission
Private Limited
7. Ceres Electricity Distribution
Private Limited
8. Indiabulls Electricity
Distribution Private Limited
9. Hespera Realty Private
Limited
10. Lucerne Trading Services
Private Limited
11. Hespera Land Development
Private Limited
12. Hespera Realcon Private
57
Limited
13. Ceres Energy Private Limited
14. Alona Builders And
Developers Private Limited
15. Cleta Infrastructure Private
Limited
16. Cleta Buildcon Private
Limited
17. Indiabulls Infrastructure And
Power Limited
18. Reyna Infracon Private
Limited
Mr. Gagan Banga
S/o: Shri. Pramendra
Kumar Banga
Designation: CEO &
Managing Director
Status: Executive
Director
Experience: 14 years
Occupation: Service
Address: 243, Maker
Tower B, Cuffe Parade,
Mumbai 400005,
Maharashtra, India
38 years MBA 00010894
1. Indiabulls Insurance
Advisors Limited
2. Indiabulls Commodities
Limited
3. Cloacina Insurance Agents
Private Limited
4. Indiabulls Capital Services
Limited
5. Nilgiri Financial Consultants
Limited
6. Indiabulls Life Insurance
Company Limited
Mr. Ajit Kumar Mittal
S/o Shri. Rattan Lal
Mittal
Designation:
Executive Director
Status: Executive
Director
Experience: 25 years
Occupation: Service
Address: 65, 6th
Floor, Geetanjali
Apartment, Minu Desai
Road, Near Radio Club,
Colaba, Mumbai
54 years Master?s in
Economics and
an MBA with
Academic
Excellence from
University of
Illinois, U.S.A.
02698115 1. Indian Commodity Exchange
Limited
2. Indiabulls Venture Capital
Trustee Company Limited
3. Indiabulls Trustee Company
Limited
58
400005, Maharashtra,
India
Mr. Ashwini
Omprakash Kumar
S/o: Shri. OmPrakash
Bhagwan Prakash
Designation: Deputy
Managing Director
Status: Executive
Director
Experience: 14 years
Occupation: Service
Address: 1701 & 1702
17
th
Floor, Ashoka
Tower D-Wing, Dr. SS
Rao Road Parel,
Mumbai 400012,
Maharashtra, India
37 years Mechanical
Engineer from
IIT Roorkee,
MBA - Finance
from Jamnalal
Bajaj Institute of
Management
Studies, Mumbai
and advance
Studies in
International
Housing Finance
from Wharton
School,
University of
Pennsylvania,
U.S.A.
03341114 Nil
Mr. Karan Singh
Khera
S/o: Shri. Dal Singh
Khera
Designation: Director
Status: Independent
Director
Experience: 33 years
Occupation: Retired
Professor
Address: 1408, Urban
Estate, JIND 124413,
Haryana, India
67 years MA (English) 00017236 1. Indiabulls Real Estate limited
2. Store One Retail India
Limited
3. Indiabulls Securities Limited
4. Poena Power Solutions
Limited
5. Indiabulls Commodities
Limited
6. Hasta Infrastructure Private
Limited
7. Indiabulls Wholesale
Services Limited
8. Indiabulls Technology
Solutions Limited
Mr. Aishwarya
Katoch
S/o: Shri. Aditya
Katoch
Designation: Director
43 Years Bachelor„s
degree in
business
administration
and
merchandising
from American
College of
00557488 1. Royal Expeditions Private
Limited
2. Kangra Hotels Private
Limited
59
Status: Independent
Director
Experience: 23 years
Occupation: Business
Address: S-43,
Greater Kailash Part 1,
New Delhi - 110048
Applied Arts,
London
3. Indiabulls Securities Limited
4. Indiabulls Real Estate
Limited
5. Store One Retail India
Limited
6. Royal Kangra Consultants
Private Limited
7. Indiabulls Distribution
Services Limited
Mr. Shamsher Singh
Ahlawat
S/o: Shri. Ran Singh
Ahlawat
Designation: Director
Status: Independent
Director
Experience: 20 years
in Banking Industry
Occupation: Ex-
banker
Address: 96A, Eastern
Avenue, Sainik Farm,
Khanpur, New Delhi -
110062
64 Years Post graduate
degree in history
from St.
Stephens
College, New
Delhi
00017480 1. Indiabulls Real Estate
Limited
2. Store One Retail India
Limited
3. Indiabulls Power Limited.
4. Indiabulls Constructions
Limited
5. Indiabulls Wholesale
Services Limited
6. Elena Power and
Infrastructure Limited
7. Indiabulls Realtech Limited
Mr. Prem Prakash
Mirdha
S/o: Shri. Hari RamJI
Mirdha
Designation: Director
Status: Independent
Director
Experience: 35 years
Occupation: Business
Address: Mirdha
Farm, Sirsi Road,
Jaipur - 302012,
Rajasthan
57 Years Second mate
foreign going in
merchant navy
01352748 1. Indiabulls Real Estate
Limited
2. Store One Retail India
Limited
3. Indiabulls Securities Limited
4. Indiabulls Power Limited.
5. Happy Tummy Kitchens
Private Limited
60
Mr. Joginder Singh
Kataria
S/o: Shri. Charan
Singh
Designation: Director
Status: Independent
Director
Experience: 33 years
Occupation: Ex-
Commandant (ITBP)
Address: H.No. 949,
Sector-4, Distt -
Gurgaon, Gurgaon -
122001, Haryana
72 Years M.A. (Political
Science)
05202673 1. Indiabulls Infrastructure and
Power Limited
Mr. Ram Kumar
Sheokand
S/o: Shri. Chandgi
Ram Sheokand
Designation: Director
Status: Independent
Director
Experience: 37 years
Occupation: Business
Address: H. No. 1197,
Urban Estate, JIND
126102, Haryana
59 Years M.A. (History)
00183200 1. Kandy Finlease Limited
2. Lira Promoters Private
Limited
3. R C S Softech Private Limited
4. OMS Chits Private Limited
5. Kandy Promoters Private
Limited
6. Pineapple Infra Project
Private Limited
7. Indiabulls Infrastructure and
Power Limited
8. Aldis Real Estate Private
Limited
Profile of Managing Director and Whole-time Directors
Mr. Sameer Gehlaut – Chairman and Executive Director
Mr. Sameer Gehlaut is 39 years old and is the founder and Chairman of Indiabulls Group. Mr. Gehlaut,
a first generation entrepreneur, has been spearheading the Group since its inception. Under his
leadership, within a span of 13 years, Indiabulls Group has emerged as a leading business
conglomerate with business interests across sectors. Mr. Gehlaut holds a degree in mechanical
engineering from the Indian Institute of Technology, Delhi.
Mr. Gagan Banga – CEO and Managing Director
61
Mr. Gagan Banga, holds a Masters degree in Business Administration and has 14 years of industry
experience. He has been in the financial segment of Indiabulls Group for more than 13 years and was
one of the founding members of the lending business. Gagan has been instrumental in growing the
company to one of the largest HFCs in the country. Under Gagan?s leadership the company today is a
lender of considerable size, repute and presence in asset classes such as Home Loans, loans against
home for small businesses, Commercial Vehicle Loans and Corporate Loans. The company, under his
aegis, has a net worth of over Rs 5,300 Cr and is a AA+ (long-term rating) rated company. For FY
2012-13 the company had total revenues of Rs. 4,777.87 Cr and clocked a Profit after Tax of
Rs.1,265.99 Cr. As at the end of March 31 2013, IBHFL, at a consolidated level, has an asset book of
over Rs. 34,000 Cr.
Mr. Ajit Kumar Mittal –Executive Director
Mr. Ajit Kumar Mittal has rich and varied experience by virtue of his close involvement with the growth
and evolution of India?s financial sector. A Master?s in Economics and an MBA with Academic
Excellence from University of Illinois, U.S.A., Mr. Mittal worked for more than twenty years at the
Reserve Bank of India (RBI) in middle and senior management positions and has been at the forefront
of macroeconomic and financial sector issues. As General Manager of the Banking Supervision in RBI,
he was responsible for monitoring and surveillance of country?s banking system for five years. Mr.
Mittal was closely involved in coordination with various financial markets, e.g. debt, money, forex and
capital market. Mr. Mittal also worked as Financial Sector Advisor to Qatar Central Bank during the
2006-07.
From September 2007 till now, Mr. Mittal has been working as a Director with Indiabulls flagship
company in the financial services segment. Mr. Mittal is responsible for risk management, regulatory,
governance and compliance issues in the financial services business, besides being involved in the
overall business strategy. He has been instrumental in expanding Indiabulls? international footprint by
setting up group?s real estate and home loan businesses in the GCC & UK.
Ashwini Omprakash Kumar – Deputy Managing Director
Mr. Ashwini Kumar has more than 14 years experience in Retail Mortgage Finance and Corporate
Lending to the Real Estate sector. Prior to joining Indiabulls he worked with HDFC Ltd for over 10
years leading the Corporate Mortgage Business. Ashwini is a Mechanical Engineer from IIT Roorkee
and MBA - Finance from Jamnalal Bajaj Institute of Management Studies, Mumbai. Ashwini has
completed advance Studies in International Housing Finance from Wharton School, University of
Pennsylvania, U.S.A. Ashwini also has over 7 years of academia experience and is a Visiting Professor
of Finance at Jamnalal Bajaj Institute of Management Studies, Mumbai.
Company Secretary and Compliance Officer
Mr. Amit Jain
Indiabulls Housing Finance Limited
Address: 448-451, Udyog Vihar,
Phase-V, Gurgaon, Haryana-122016
Tel: +91-124-3989555; Fax: +91-124-6681111
E-mail: [email protected]
Shareholders can contact the Compliance Officer in case of any share transfer related queries.
Bankers to the Company
ABN Amro Bank (Now RBS)
Hansalaya Building, 15, Barakhamba Road
New Delhi-110001.
Tel: 0124-4181683 Fax: 011-23755470
Email: [email protected]
Contact Person: Mr. Maneesh Chaturvedi
62
Allahabad Bank
Industrial Finance Branch, 37, Mumbai Samachar Marg
Fort, Mumbai – 400 023.
Tel: 022-22702747 Fax: 022-22702733
Email: [email protected]
Contact Person: Ms Gunjan
Andhra Bank
16th Floor, Earnest House, NCPA Marg
Nariman Point, Mumbai 400 021.
Tel: 9004558722 Fax: 022-22885841
Email: [email protected]
Contact Person: Mr. Uttkarsh
Axis Bank
7th Floor, Axis House, Bombay Dyeing Mill Compound
Worli, Mumbai - 400 025.
Tel: 011-47396607 Fax: 011-47396601
Email: [email protected]
Contact Person: Ms. Priyanka Luthra
Bank of Baroda
Post Box No. 347, 10/12, Mumbai Samachar Marg
Fort, Mumbai - 400 001.
Tel: 022-40468212 Fax: 022-22040494
Email: [email protected]
Contact Person: Ms Ruchi Mehta
Bank of India
Mumbai Large Corporate Branch, Oriental Building, Ground Floor,
364, D.N. RoadFort, Mumbai - 400 001.
Tel: 022-61870406 Fax: 022-22884475
Email: [email protected]
Contact Person: Mr. Milind.Tilgulkar
Bank of Maharashtra
IFB, 1, Dr. VB Gandhi Marg
Fort, Mumbai - 400 001.
Tel: 022-22844882 Fax: 022-22850750
Email:[email protected] [email protected]
Contact Person: Mr. Venkatachalam Shakthivel
Barclays Bank
Ground Floor, Eros Corporate Tower
Nehru Place, New Delhi-110019
Tel: 011-4657900 Fax: 011-46579098
Email: [email protected]
Contact Person: Mr. Harish Madanani
Canara Bank
Maker Tower, "F" Wing, 20th Floor, 85,
Cuffe Parade,Mumbai - 400 005.
Tel: 9833352611 Fax: 022-22156021
Email: [email protected]
Contact Person: Mr. DK Saxena
Central Bank of India
63
1
st
Floor, MMO Building
Fort, Mumbai - 400 023.
Tel: 022-40785817 Fax: 022-40785840
Email: [email protected]
Contact Person: Mr. Shivjit
Citi Bank
FIG, Citigroup Centre, 7
th
Floor
BKC, Bandra (E), Mumbai – 400 051.
Tel: 022-40015192 Fax: 022-40065859
Email: [email protected]
Contact Person: Mr. Satish Chandra
Corporation Bank
104, Bharat House, Corporate Banking Branch
Mumbai Samachar Marg, Fort, Mumbai - 400 023.
Tel: 9867267552 Fax: 022-22675309
Email: [email protected]
Contact Person: Mr Sivaramakrishna
DBS Bank
3rd Floor, Fort House, 221, Dr D.N. Road
Fort Mumbai-400001.
Tel: 022-66388888 Fax: 022-67528430
Email: [email protected]
Contact Person: Mr. Chirag
Dena Bank
1st Floor, Dena Bank Building, 17, Horniman Circle
Fort, Mumbai - 400 023.
Tel: 022-22631686 Fax: 022-22692178
Email: [email protected]
Contact Person: Mr. Natraj S.
Deutsche Bank
4th Floor, DLF Square, DLF Phase II
Gurgaon 122 002.
Tel: 0124- 7138100 Fax: 0124-7138181
Email: [email protected]
Contact Person: Mr. Parag Upadhyay
HDFC Bank
B-7/3, Asaf Ali Road
New Delhi - 110 002.
Tel: 011-43584332 Fax:011-23241930
Email: [email protected]
Contact Person: Mr. Sameer Bhel
HSBC Bank
Shop no. 25B , 3
rd
Floor Birla Towers , Ashoka Estate Barakhamba Road New Delhi-110001
Tel: 011-41592201 Fax: 011-23315068
Email: [email protected]
Contact Person: Mr. Samita Mehra
ICICI Bank
9A, Connaught Place
New Delhi-110001.
Tel: 011-66310424 Fax: 011-66310410
Email: [email protected]
64
Contact Person: Ms. Anuj Miglani
IDBI Bank
224, A-Wing, Mittal Court
Nariman Point, Mumbai - 400 021.
Tel: 022-66588205 Fax: 022-66588111
Email: [email protected]
Contact Person: Mr. Kunal Mathur
Indian Bank
New Delhi Main Branch, G-41, Connaught Circus
New Delhi - 110 001.
Tel: 011-47340972 Fax: 011-23718418
Email: [email protected]
Contact Person: Mr. Vardan Shastri
Indian Overseas Bank
Ground Floor, New Marine Lines
Mumbai – 400 020.
Tel: 022-22057686 Fax: 022-22035571
Email: [email protected]
Contact Person: Ms Gayatri
IndusInd Bank
Ravissance House, 1
st
Ring Road, Lajpat Nagar IV, New Delhi-110024
Tel: 011-43394108 Fax: 011-43394115
Email: [email protected]
Contact Person: Ms. Swati
ING Vysya Bank
Plot No C-12, 'G' Block, 8th Floor, BKC
Bandra (E), Mumbai - 400 051.
Tel: 9833124134 Fax: 022-26522812
Email: [email protected]
Contact Person: Mr. Parth Sanghani
Karur Vysya Bank, New Delhi
882, East Park Road, Karol Bagh
New Delhi-110005.
Tel: 011-23535016 Fax: 011-23535020
Email: [email protected]
Contact Person: Mr. Hari Das
Kotak Mahindra Bank
Sco-16, Ground Floor
Sector-14, Gurgaon, Haryana
Tel: 0124-4283275 Fax: 0124-4283270
Email: [email protected]
Contact Person: Mr. Anurag Garg
Oriental Bank of Commerce
Harsha Bhavan, E Block, Connaught Place
New Delhi - 110 001.
Tel: 011-23411229 Fax: 011-23413531
Email: [email protected]
Contact Person: Mr. Sanjeevan
Punjab National Bank
Large Corporate Branch, Tolstoy House
65
Tolstoy Marg, New Delhi - 110 001.
Tel: 011-22658721 Fax: 011-41522135
Email: [email protected]
Contact Person: Ms. Sakshi Tuteja
Ratnakar Bank Ltd
Unit 2, Ground Floor, ABW Tower, IFFCO Chok, Gurgaon-122002
Tel: 0124-4414450 Fax: 0124-4414455
Email: [email protected]
Contact Person: Mr. Pawan Parik
State Bank of Bikaner and Jaipur
United India Life Building, Sir P M Road
Fort, Mumbai - 400 023.
Tel: 022-22632706 Fax: 022-22660875
Email: [email protected]
Contact Person: Mr. Gautam Prakash
State Bank of Hyderabad
1204, Ashok Mahal, Tulloch Road
Colaba, Mumbai - 400 039.
Tel: 8080444600 Fax: 022-22851321
Email: [email protected]
Contact Person: Mr. Shekhar
Standard Chartered Bank
Narayan Manzil , 23 Barakhamba Road New Delhi- 110091
Tel: 011-49861779 Fax: 011-23743044
Email: [email protected]
Contact Person: Ms. Megha Rawat
State Bank of India
Corporate Accounts Group-Mumbai, Neville House, 3rd Floor
J N Heredia Marg, Ballard Estate
Mumbai - 400 001.
Tel: 022-61542913 Fax: 022-61542912
Email: [email protected]
Contact Person: Mr. Punit Parikh
State Bank of Patiala
Commercial Branch, Atlanta, 1st Floor
Nariman Point, Mumbai - 400 021.
Tel: 022-22844029 Fax: 022-66375703
Email: [email protected]
Contact Person: Mr. Ritesh
State Bank of Travancore
18/4, Arya Samaj Road
New Delhi - 110 005.
Tel: 011-28751618 Fax: 011-28756599
Email: [email protected]
Contact Person: Mr. Abhilash K
Syndicate Bank
3rd Floor, 10,Homji Street, Fort
Mumbai - 400 023.
Tel: 9702392950 Fax: 022-22634328
Email: [email protected]
Contact Person: Mr. S.K Gupta
66
UCO Bank
Flagship Corporate Centre, 5, Parliament Street
New Delhi - 110 001.
Tel: 011-23710014 Fax: 011-23510015
Email: [email protected]
Contact Person: Mr. Kapil Bisnoi
Union Bank of India
66/80, Mumbai Samachar Marg, Post Bag No-253, 518,Fort Mumbai
Tel: 022-22888060 Fax: 022-22892050
Email: [email protected]
Contact Person: Yash Bothra
United Bank of India
United Bank of India Building, 25, Sir P. M. Road, Fort, Mumbai - 400 001.
Tel: 022-22020432 Fax: 022-22810440
Email: [email protected]
Contact Person: Mr. Anupom Saha
Vijaya Bank
Corporate Banking Branch, Maker Chamber IV
Nariman Point, Mumbai - 400 021
Tel: 022-22814898 Fax: 022-22814181
Email: [email protected]
Contact Person: Mr. Amber
Yes Bank
Plot no. 11/48, Shopping Centre , Diplomatic Enclave, Malcha Market , Chanakyapuri , New Delhi-
110021.
Tel: 011-30259033 Fax: 011-41680311
Email: [email protected]
Contact Person: Ms. Pooja Sharma
Advisors to the Company
Sobhagya Capital Options Limited
SEBI Regn. No. - INM000008571
B- 206, Okhla Industrial Area, Phase- I, New Delhi- 110020
Tel: 011 40777000 Fax: 011 40777069
Email: [email protected],
Contact Person: Mr. Heemadri Mukerjea/ Ms. Archana Sharma
Registrar and Share Transfer Agent
Karvy Computershare Private Limited
SEBI Regn. No- INR000000221
Address: Plot No. 17 to 24, Vittal Rao Nagar, Madhapur, Hyderabad – 500 081
Tel No: 040 – 44655000 Fax No: 040 – 23420814
Email : [email protected]
Contact Person: Mr. S.D. Prabhakar
Statutory Auditors
M/s Deloitte Haskins & Sells, Chartered Accountants
Indiabulls Finance Centre,
Tower 3, 27th-32nd Floor,
Elphinstone Mill Compound,
Senapati Bapat Marg,
Elphinstone (W),
67
Mumbai – 400 013. India
Tel: +91 22 6185 4000
Fax: +91 22 6185 4601
Contact Person: Mr. A. Siddharth, Partner
68
CAPITAL STRUCTURE OF THE COMPANY
The Capital Structure of the Company is as under:
(Rs. in lacs, except share data)
Particulars as on the date of this Information
Memorandum
Aggregate Value at Face
Value
(A) Authorized Share Capital
Comprising of 300,00,00,000 (Three Hundred Crore) Equity
Shares of Rs.2/- (Rupees Two only) each, and
100,00,00,000 (One Hundred Crore) Preference Shares of
Rs. 10/- (Rupees Ten only) each.
160,000.00
(B) Issued, Subscribed and Paid-Up Capital before the
Scheme*
15,56,89,656 (Fifteen Crore Fifty Six Lakhs Eighty Nine
Thousand Six Hundred Fifty Six only) Equity Shares of Rs.
10/- (Rupees Ten Only) each fully paid up
15,568.97
(C) Issued in terms of the Scheme*
31,25,11,167 (Thirty One Crore Twenty Five Lac Eleven
Thousand One Hundred Sixty Seven only) Fully Paid up
equity shares of Rs. 2/- (Rupees Two Only) each
6,250.22
(D) Paid up Capital after the Scheme*
31,25,11,167 (Thirty One Crore Twenty Five Lac Eleven
Thousand One Hundred Sixty Seven only) Fully Paid up
equity shares of Rs. 2/- (Rupees Two Only) each
6,250.22
(E) Securities Premium Account
Before the Scheme
33,653.48
After the Scheme
319,806.88
*Upon effectiveness of the Scheme, in terms of clause 20(i) of the Scheme, the
Amalgamated Company had, at a meeting of its Board of Directors held on March 25
th
, 2013
issued and allotted, inter-alia an aggregate of 31,25,11,167 Equity shares of face value Rs.
2/- each credited as fully paid-up, to the shareholders of fully paid–up shares of the
Amalgamating Company, whose names appeared on its Register of members/ records of the
depositories as the holders/beneficial holders of the shares of the Amalgamating Company as
of March 20, 2013, the Record Date fixed by the Board of Directors of the Amalgamating
Company for the purpose. Upon the issuance and allotment of the said shares in the
Company, the pre scheme issued and paid up capital of the Company stood cancelled.
Note 1: The Board of Directors of the Amalgamated Company in their meeting held on
March 25, 2013 has, pursuant to and in terms of clause 20(ii) of the Scheme, also issued
and allotted 2,75,00,000 Warrants to the holders of listed warrants of the Amalgamating
Company, whose names appeared on the records of the depositories as the
holders/beneficial holders of such listed warrants of the Amalgamating Company as of March
20, 2013, the Record Date fixed by the Board of Directors of the Amalgamating Company for
the purpose.
Note 2: The Board of Directors of the Amalgamated Company in their meeting held on
March 25, 2013 has, pursuant to and in terms of clause 20(iii) of the Scheme, also issued
69
and allotted 2,07,00,000 warrants to the holders of unlisted warrants of the Amalgamating
Company, whose names appeared on the records of the Amalgamating Company as the
holders of such unlisted warrants of the Amalgamating Company as of March 20, 2013, the
Record Date fixed by the Board of Directors of the Amalgamating Company for the purpose.
The details of increase and change in authorized share capital of our Company after the
date of incorporation till filing of this Information Memorandum is as follows:
(In Rs.)
Date
of
change
Nature of
increase/change
Type of
Share
Number of
Shares
Face
Value
Cumulative
Number of
Shares
Cumulative
authorized
Share Capital
10-
May-05
Incorporation Equity
20,00,000
10
20,00,000
2,00,00,000
13-
May-05
Increase in
Authorised Capital
Equity
80,00,000
10
1,00,00,000
10,00,00,000
4-Jan-
06
Increase in
Authorised Capital
Equity
13,00,00,000
10
14,00,00,000
140,00,00,000
7-Feb-
11
Increase in
Authorised Capital
Equity
88,00,000
10
14,88,00,000
148,80,00,000
25-
Mar-11
Increase in
Authorised Capital
Equity
69,00,000
10
15,57,00,000
155,70,00,000
8-Mar-
13
Reorganization of
Share Capital
pursuant to the
Scheme of
Arrangement
Equity 300,00,00,000 2 300,00,00,000
##
600,00,00,000
Preference 100,00,00,000 10 100,00,00,000
##
1000,00,00,000
##
Pursuant to Clause 17 of the Scheme of Arrangement, the Authorised Share Capital of the Company
stands sub-divided and increased, upon the effectiveness of the scheme.
Notes to Capital Structure:
1. Equity Share Capital History of our Company
Date of
Allotment
of the
Equity
Shares
Number of
Equity Shares
Allotted
Face
Value
(Rs.)
Issue
Price
(Rs.)
Nature of
Payment
Nature of Issue
& reason for
allotment
Cumulative
No. of Equity
Shares
Cumulative
paid up share
capital (Rs.)
Cumulative
share
premium
(Rs.)
Incorporation 50,000 10 10 Cash Allotment to
IBFSL as
subscriber to
Memorandum
50,000 5,00,000 -
May 24,
2005
99,50,000 10 10 Cash Allotment to
IBFSL
1,00,00,000 10,00,00,000 -
February 8,
2006
4,50,00,000 10 25 Cash Allotment to
FCM SPV I
Limited
$
5,50,00,000 55,00,00,000 67,50,00,000
February 8,
2006
8,00,00,000 10 10 Cash Allotment to
IBFSL
13,50,00,000 135,00,00,000 67,50,00,000
February 11,
2011
1,37,93,104 10 145 Cash Allotment to
IBFSL
14,87,93,104 148,79,31,040 2,53,70,69,040
March 25,
2011
68,96,552 10 145 Cash Allotment to
IBFSL
15,56,89,656## 155,68,96,560 3,46,81,03,560
70
March 25,
2013
31,25,11,167 Nil Nil,
Pursua
nt
to the
Schem
e
Pursuant
to the
Scheme
Allotment
pursuant to
the Scheme
31,25,11,167* 62,50,22,334
Note:
*Upon effectiveness of the Scheme, in terms of clause 20(i) of the Scheme, the Amalgamated
Company had, at a meeting of its Board of Directors held on March 25
th
, 2013 issued and allotted,
inter-alia an aggregate of 31,25,11,167 Equity shares of face value Rs. 2/- each credited as fully paid-
up, to the shareholders of fully paid–up shares of the Amalgamating Company, whose names
appeared on its Register of members/ records of the depositories as the holders/beneficial holders of
the shares of the Amalgamating Company as of March 20, 2013, the Record Date fixed by the Board
of Directors of the Amalgamated Company for the purpose.
##The Pre-Scheme paid-up capital of Amalgamated Company stands cancelled pursuant to Scheme of
Arrangement.
$ These shares were transferred to erstwhile Indiabulls Financial Services Limited on March 28, 2007.
2. Preference Share Capital History of our Company – N.A.
3. Details of Equity shares allotted/acquired to/by the Promoters in the one year
preceding the date of filing of the Information Memorandum
NIL
4. Details of Shareholding of the Promoters
Name of the
Promoter
Date of
Allotment/
Acquisition
Nature of
Issue &
reason for
allotment/
Transfer
No. of Equity
Shares
Face
Value
(Rs.)
Issue/
acquisition
Price (Rs.)
Date
when
the
shares
were
made
fully
paid up
Percen
tage of
Pre
Issue
capital
Percen
tage of
Post
Issue
capital
Mr. Sameer
Gehlaut
March 25,
2013
Allotment
pursuant to
the Scheme
3,76,01,278 2 N.A. Allotted
as fully
paid up
N.A. 12.03
Mr. Rajiv Rattan March 25,
2013
Allotment
pursuant to
the Scheme
1,87,80,253 2 N.A. Allotted
as fully
paid up
N.A. 6.01
Mr. Saurabh
Kumar Mittal
March 25,
2013
Allotment
pursuant to
the Scheme
1,89,87,083 2 N.A. Allotted
as fully
paid up
N.A. 6.08
Total
7,53,68,614 24.12
5. Details of the aggregate shareholding of the Promoter Group:
S.No Name Shareholding in Indiabulls
Housing Finance Limited
(In Nos.)
Percentage of total
Shareholding
1.
Mr. Sameer Gehlaut 3,76,01,278 12.03
71
2.
Mr. Rajiv Rattan 1,87,80,253 6.01
3.
Mr. Saurabh Kumar Mittal 1,89,87,083 6.08
4.
Orthia Land Development Private Limited 1,57,17,165 5.03
5.
Orthia Developers Private Limited 1,26,81,557 4.06
6.
Priapus Properties Private Limited 70,39,926 2.25
7.
Hespera Infrastructure Private Limited 36,04,112 1.15
8.
Hespera Properties Private Limited 25,60,909 0.82
9.
Hespera Real Estate Private Limited 10,00,000 0.32
Total 11,79,72,283 37.75
The other constituents of the promoter group comprising of Cleta Properties Private Limited, Cleta
Buildtech Private Limited, Priapus Real Estate Private Limited, Priapus Developers Private Limited,
Inuus Infrastructure Private Limited, Inuus Land Development Private Limited, Hespera Realty Private
Limited, Hespera Realcon Private Limited and Priapus Constructions Private Limited do not hold any
shares in the Company.
6. Details of the aggregate number of Equity Shares purchased or sold by the Promoter Group
and/or by the Directors of the Company which is a Promoter of the Issuer and/or by the Directors
of The Issuer and their immediate relatives within six months immediately preceding the date of
filing Information Memorandum.
Nil
7. Details of the maximum and minimum price at which purchases and sales referred to above were
made, along with the relevant dates.
N.A
8. Details of transfers among the Promoter Group during the period from date of approval of
Scheme till the date of Information Memorandum:
NIL
9. Details of all financing arrangements whereby the Promoter Group, the Directors of the Company
which is a Promoter of The Issuer, the Directors of the Issuer and their relatives have financed
the purchase by any other person of securities of the Issuer other than in the normal course of
the business of the financing entity during the period of six months immediately preceding the
date of filing the Information Memorandum with the Designated Stock Exchange.
Nil
10. Details of Lock-in of shares of Promoter and Promoter group (Pre Merger)
Nil
11. Shareholding Pattern of our Company Before Implementation of the Scheme (Pre Merger)
Category
Code
Category of
shareholder
Number
of
sharehol
ders
Total number
of shares
Total shareholding as
a percentage of total
number of shares
Shares pledged or
otherwise encumbered
As a
percentage
of (A+B)
As a
percentag
e of
(A+B+C)
Number of
shares
As a
percentage
(I) (II) (III) (IV) (VI) (VII) (VIII) (IX) =
(VIII) /
(IV) * 100
(A) Promoter and
Promoter Group
(1) Indian
72
(a)
Individuals/Hindu
Undivided family
6* 6 0.00 0.00 0 0.00
(b) Central Government /
State Government(s)
0 0 0.00 0.00 0 0.00
(c) Bodies Corporate 1* 15,56,89,650 100.00 100.00 0 0.00
(d) Financial Institutions /
Banks
0 0 0.00 0.00 0 0.00
(e) Any other (specify) 0 0 0.00 0.00 0 0.00
Sub-Total (A) (1) 7 15,56,89,656 100.00 100.00 0 0.00
(2) Foreign
(a) Individuals (Non-
resident individuals /
Foreign individuals)
0 0 0.00 0.00 0 0.00
(b) Bodies Corporate 0 0 0.00 0.00 0 0.00
(c) Institutions 0 0 0.00 0.00 0 0.00
(d) Qualified Foreign
Investor
0 0 0.00 0.00 0 0.00
(e) Any other (specify) 0 0 0.00 0.00 0 0.00
Sub-Total (A) (2) 0 0 0.00 0.00 0 0.00
Total Shareholding
of Promoter and
Promoter Group
(A) = (A)(1)+(A)(2)
7* 15,56,89,656 100.00 100.00 0 0.00
(B) Public shareholding N.A. N.A.
(1) Institutions N.A. N.A.
(a)
Mutual Funds / UTI 0 0
0.00 0.00
(b) Financial
Institutions/Banks 0 0
0.00 0.00
(c) Central Government /
State Government(s)
0 0
0.00 0.00
(d) Venture Capital Funds
0 0
0.00 0.00
(e) Insurance Companies
0 0
0.00 0.00
(f) Foreign Institutional
Investors 0 0
0.00 0.00
(g) Foreign Venture
Capital investors
0 0
0.00 0.00
(h) Qualified Foreign
Investor
0 0 0.00 0.00 0 0.00
(i) Any other (specify)
Sub-Total (B) (1)
0 0
0.00 0.00
(2) Non-institutions N.A. N.A.
(a) Bodies Corporate
0 0
0.00 0.00 N.A. N.A.
(b)(i) Individuals
shareholders holding
nominal share capital
up to Rs. 1 lakh 0 0 0.00 0.00
(b)(ii) Individuals
shareholders holding
nominal share capital
in excess of Rs. 1 lakh 0 0 0.00 0.00
(c) Qualified Foreign 0 0 0.00 0.00 0 0.00
73
Investor
(d) Any other (specify)
(i) Non-Resident Indians
0 0
0.00 0.00
(ii) Clearing Members
0 0
0.00 0.00
Sub-Total (B) (2) 0 0 0.00 0.00 N.A. N.A.
Total Public
Shareholding
(B) =
(B)(1)+(B)(2)
0 0 0.00 0.00 N.A. N.A.
Total (A)+(B) 7* 15,56,89,656 100.00 100.00 0 0.00
(C) Shares held by
Custodians and
against which
Depository Receipts
have been issued
0 0 0.00 0.00 N.A. N.A.
1
Promoter and
promoter group
0 0 0.00 0.00
2 Public
0 0 0.00 0.00
Grand Total (A) +
(B) + (C) 7* 15,56,89,656 100.00 100.00 0.00 0.00
* Indiabulls Financial Services Limited was holding the entire share capital in its own name and
through 6 individuals as its nominees.
12. Details of Shareholders holding more than one percent of the share capital of Indiabulls
Housing Finance Limited. (Pre Merger)
Name of the Shareholder Number of Shares Percentage
of total
Shareholding
Indiabulls Financial Services Limited* 15,56,89,656
100.00%
Total 15,56,89,656 100.00%
*Includes six shares held through Nominees
13. Details of Lock-in of shares of Promoter and Promoter group (Post Merger)
An aggregate of 6,25,02,234 Equity Shares constituting 20% of the post merger paid up capital of the
IBHFL i.e. 31,25,11,167 Equity Shares of Rs. 2/- each, will be placed under lock-in, out of the
shareholding of Promoters and Promoter Group, for a period of three years with effect from the date
on which the shares issued in the Company pursuant to the Scheme of Arrangement, get listed on the
Exchanges.
The pre merger capital of IBHFL was held entirely by IBFSL. As an integral part of the Scheme and
pursuant to clause 26 thereof, upon allotment of shares under the Scheme by IBHFL, the entire pre
merger shareholding of IBSFL in IBHFL has been cancelled. Accordingly, the requirement as to lock-in
of pre merger capital of IBHFL does not apply in the instant case.
74
14. Shareholding Pattern of our Company After Implementation of the Scheme as on March
31, 2013 (Post Merger)
Categro
y Code
Category of
shareholder
Number of
shareholde
rs
Total
number
of
shares
Number of
shares held
in
dematerialis
ed form
Total shareholding as a
percentage of total
number of shares
Shares pledged or
otherwise
encumbered
As a
percentag
e of (A+B)
As a
percentage
of
(A+B+C)
No of
shares
As a
percenta
ge
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) =
(VIII)/(I
V)*100
A Promoter and
Promoter Group
1 Indian
(a) Individual/Hindu
Undivided family 3 75368614 75368614
24.56 24.12
0 0.00
(b) Central
Government/state
government(s) 0 0 0
0.00 0.00
(c) Bodies corporate
6 42603669 42603669
13.88 13.63
0 0.00
(d) Financial
Institutions/Banks
0 0 0 0.00 0.00
0 0.00
(e) Qualified Foreign
Investor
0 0 0 0.00 0.00
0 0.00
(f) Any other (specify) 0 0 0 0.00 0.00
0 0.00
Sub Total (A) (1) 9 117972283 117972283 38.44 37.75
0 0.00
2 Foreign
(a) Individuals (Non
resident individuals /
Foreign individuals)
0 0 0.00 0.00
0 0.00
(b) Bodies corporate 0 0 0 0.00 0.00
0 0.00
(c) Institutions 0 0 0 0.00 0.00
0 0.00
(d) Qualifed Foreign
Investors
0 0 0 0.00 0.00
0 0.00
(e) Any other (specify) 0 0 0 0.00 0.00
0 0.00
Sub Total (A) (2) 0 0 0 0.00 0.00 0
0.00
Total Shareholding
of Promoter and
Promoter Group
A=A(1)+A(2)
9 117972283 117972283 38.44 37.75 0 0.00
(B) Public shareholding
1 Institutions
(a) Mutual Funds / UTI
4 8176634 8176634
2.66 2.62
N.A N.A
(b) Financial Institutions
/ Banks 5 3038765 3038765
0.99 0.97
N.A N.A
(c) Central Government /
State Government(s)
0 0 0 0.00 0.00
N.A N.A
(d) Venture Capital Funds 0 0 0 0.00 0.00
N.A N.A
(e) Insurance Companies 0 0 0 0.00 0.00
N.A N.A
( f) Foreign institutional
investors 184 135164112 135164112
44.04 43.25
N.A N.A
(g) Foreign Venture
Capital Investors
0 0 0 0.00 0.00
N.A N.A
75
(h) Qualifed Foreign
Investors
0 0 0 0.00 0.00
N.A N.A
(i) Any other (specify) 0 0 0 0.00 0.00
N.A N.A
Sub Total (B) (1) 193 146379511 146379511 47.70 46.84
N.A N.A
2 Non Instituions
(a) Bodies Corporate
1040 15799778 15799778
5.15 5.06
N.A N.A
(b)(I) Individual
shareholders holding
nominal share capital
up to Rs. 1 lakh 71923 10578573 10555840
3.45 3.39
N.A N.A
(b)(ii) Individual
shareholders holding
nominal share capital
in excess of Rs. 1
lakh 35 10137738 9864338
3.30 3.24
N.A N.A
(C) Qualifed Foreign
Investors 0 0 0
0.00 0.00
N.A N.A
(D) Any other (specify)
N.A N.A
Non-Resident Indians
637 368995 368995
0.12 0.12
N.A N.A
Clearing Members
16 14679 14679
0.00 0.00
N.A N.A
Overseas Corporate
Bodies 1 5651479 5651479
1.84 1.81
N.A N.A
Sub Total (B) (2) 73652 42551242 42255109 13.86 13.62
N.A N.A
Total Public
shareholding (B)=
(B1) +(B2)
73845 188930753 188634620 61.56 60.46
Total (A)+(B) 73854 306903036 306606903 100.00 98.21
(C ) Shares held by
custodians and
against which
Depository
Receipts have been
issued
1 promoter and
promoter group
0 0 0 0.00 0.00 0 0.00
2 Public 1 5608131 5608131 0.00 1.79 0 0.00
Grand Total (A)
+(B)+( C) 73855 312511167 312215034 100.00 0 0.00
15. Details of Shareholders holding more than one percent of the share capital of Indiabulls
Housing Finance Limited. (Post Merger)
Name of the Shareholder Number of
Shares
Percentage of total
Shareholding
SAMEER GEHLAUT
37601278 12.03
COPTHALL MAURITIUS INVESTMENT LIMITED
21848131 6.99
SAURABH KUMAR MITTAL
18987083 6.08
HSBC GLOBAL INVESTMENT FUNDS A/C HSBC GLOBAL INVESTMENT
FUNDS MAURITIUS LIMITED
18962353 6.07
RAJIV RATTAN
18780253 6.01
ORTHIA LAND DEVELOPMENT PRIVATE LIMITED
15717165 5.03
HSBC BANK (MAURITIUS) LIMITED A/C CINNAMON CAPITALLIMITED
15396580 4.93
ORTHIA DEVELOPERS PRIVATE LIMITED
12681557 4.06
MORGAN STANLEY ASIA (SINGAPORE) PTE.
7742820 2.48
PRIAPUS PROPERTIES PRIVATE LIMITED
7039926 2.25
76
LNM INDIA INTERNET VENTURES LIMITED
5651479 1.81
DEUTSCHE BANK TRUST COMPANY AMERICAS
5608131 1.79
CLSA (MAURITIUS) LIMITED
4028087 1.29
VANGUARD EMERGING MARKETS STOCK INDEX FUND, ASERIES OF
VANGUARD INTERNATIONAL EQUITY INDE X FUND
4024329
1.29
HESPERA INFRASTRUCTURE PRIVATE LIMITED
3604112 1.15
TOTAL
19,76,73,284 63.25
16. Pre and Post Merger Shareholding of Promoter and Promoter Group of our Company:
Pre Merger Post Merger
No. of
Equity
Shares
Percentage of
Equity Share
capital
No. of Equity
Shares
Percentage
of Equity
Share capital
Promoters
Mr. Sameer Gehlaut 0.00 0.00 3,76,01,278 12.03
Mr. Rajiv Rattan 0.00 0.00 1,87,80,253 6.01
Mr. Saurabh Kumar Mittal 0.00 0.00 1,89,87,083 6.08
Total Holding of Promoters 0.00 0.00 7,53,68,614 24.12
Promoters Group
Orthia Land Development Private
Limited
0.00 0.00 1,57,17,165 5.03
Orthia Developers Private Limited 0.00 0.00 1,26,81,557 4.06
Priapus Properties Private Limited 0.00 0.00 70,39,926 2.25
Hespera Infrastructure Private
Limited
0.00 0.00 36,04,112 1.15
Hespera Properties Private Limited 0.00 0.00 25,60,909 0.82
Hespera Real Estate Private
Limited
0.00 0.00 10,00,000 0.32
Cleta Properties Private Limited 0.00 0.00 0.00 0.00
Cleta Buildtech Private Limited 0.00 0.00 0.00 0.00
Priapus Real Estate Private Limited 0.00 0.00 0.00 0.00
Priapus Developers Private Limited 0.00 0.00 0.00 0.00
Inuus Infrastructure Private
Limited
0.00 0.00 0.00 0.00
Inuus Land Development Private
Limited
0.00 0.00 0.00 0.00
Hespera Realty Private Limited 0.00 0.00 0.00 0.00
Hespera Realcon Private Limited 0.00 0.00 0.00 0.00
Priapus Constructions Private
Limited
0.00 0.00 0.00 0.00
Total Holding of Promoters
Group
0.00 0.00 4,26,03,669 13.63
Total Holding of Promoters and
Promoters Group
0.00 0.00 11,79,72,283 37.75
17. A list of top ten shareholders of the Company and the number of Equity Shares held by
them is as under
a.) As on the date of the Information Memorandum (POST MERGER)
77
Name of Shareholders
Number of shares
held
% of
Total
number
of shares
of the
Company
SAMEER GEHLAUT 3,76,01,278 12.03
COPTHALL MAURITIUS INVESTMENT LIMITED 2,18,48,131 6.99
SAURABH KUMAR MITTAL 1,89,87,083 6.08
HSBC GLOBAL INVESTMENT FUNDS A/C HSBC
GLOBAL INVESTMENT FUNDS MAURITIUS LIMITED 1,89,62,353 6.07
RAJIV RATTAN 1,87,80,253 6.01
ORTHIA LAND DEVELOPMENT PRIVATE LIMITED 1,57,17,165 5.03
HSBC BANK (MAURITIUS) LIMITED A/C CINNAMON
CAPITALLIMITED 1,53,96,580 4.93
ORTHIA DEVELOPERS PRIVATE LIMITED 1,26,81,557 4.06
MORGAN STANLEY ASIA (SINGAPORE) PTE. 77,42,820 2.48
PRIAPUS PROPERTIES PRIVATE LIMITED 70,39,926 2.25
Total 17,47,57,146 55.92
b.) Two years prior to the date of this Information Memorandum (PRE MERGER)
Name of the Shareholder Number of
Shares
% of Total
number of
shares of the
Company
Indiabulls Financial Services Limited* 15,56,89,656
100.00
Total 15,56,89,656 100.00
*Includes six shares held through Nominees
c.) Ten days prior to the date of this Information Memorandum (POST MERGER)
Name of Shareholders
Number of shares
held
% of
Total
number
of shares
of the
Company
SAMEER GEHLAUT 3,76,01,278 12.03
COPTHALL MAURITIUS INVESTMENT LIMITED 2,18,48,131 6.99
SAURABH KUMAR MITTAL 1,89,87,083 6.08
HSBC GLOBAL INVESTMENT FUNDS A/C HSBC
GLOBAL INVESTMENT FUNDS MAURITIUS LIMITED 1,89,62,353 6.07
RAJIV RATTAN 1,87,80,253 6.01
ORTHIA LAND DEVELOPMENT PRIVATE LIMITED 1,57,17,165 5.03
HSBC BANK (MAURITIUS) LIMITED A/C CINNAMON
CAPITALLIMITED 1,53,96,580 4.93
ORTHIA DEVELOPERS PRIVATE LIMITED 1,26,81,557 4.06
MORGAN STANLEY ASIA (SINGAPORE) PTE. 77,42,820 2.48
PRIAPUS PROPERTIES PRIVATE LIMITED 70,39,926 2.25
Total 17,47,57,146 55.92
78
18. The Company has four ESOP schemes in the Company as on the date of this Information
Memorandum.
19. As on March 31, 2013, there are 43,87,066 outstanding stock options under different employees
stock option schemes.
Further there are also 4,82,00,000 warrants convertible into an equivalent number of equity
shares of Rs. 2/- each, the breakup of which is as under:
a. 2,75,00,000 Warrants issued to holders of listed Warrants of the Amalgamating Company; and
b. 2,07,00,000 warrants issued to holders of unlisted warrants of the Amalgamating Company.
20. The Company has not issued any Equity Shares out of revaluation reserve or reserves without
accrual of cash resources.
21. At any given time, there shall be only one denomination of the Equity Shares of the Company
and the Company shall comply with such disclosure and accounting norms specified by SEBI
from time to time.
22. The Company has 73855 shareholders as on the date of filing the Information Memorandum.
23. The Equity Shares held by the Promoter are not subject to any pledge.
24. None of the Directors or Key Management Personnel holds Equity Shares in the Company except
as stated in the section titled “Our Management” on page 98 of this Information Memorandum.
25. As on date there are no partly paid up shares.
79
STATEMENT OF TAX BENEFITS
The statement of tax benefits has been prepared by Tax Auditors, M/s A Sardana & Co., Chartered
Accountants, vide their letter dated May 9, 2013.
The information provided below sets out the possible tax benefits available to prospective investors in
a summary manner only and is not a complete analysis or listing of all potential tax consequences of
the subscription, ownership and disposal of securities, under the current tax laws presently in force in
India. Several of these benefits are dependent on the prospective investors fulfilling the conditions
prescribed under the relevant tax laws. Hence the ability to derive the tax benefits is dependent upon
fulfilling such conditions based on business imperatives it faces in the future, it may not choose to
fulfill. The following overview is not exhaustive or comprehensive and is not intended to be a
substitute for professional advice
INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO THE TAX
IMPLICATIONS OF AN INVESTMENT IN THE SECURITIES, PARTICULARLY IN VIEW OF THE FACT THAT
CERTAIN RECENTLY ENACTED LEGISLATION MAY NOT HAVE A DIRECT LEGAL PRECEDENT OR MAY
HAVE A DIFFERENT INTERPRETATION ON THE BENEFITS, WHICH AN INVESTOR CAN AVAIL.
In respect of non-residents, the tax rates and the consequent taxation, mentioned in this section shall
be further subject to any benefits available under the Double Taxation Avoidance Agreement, if any,
between India and the country in which the non-resident has fiscal domicile.
To
The Board of Directors
Indiabulls Housing Finance Limited
F-60, Malhotra Building, 2
nd
Floor,
New Delhi-110001
Dear Sirs,
We hereby confirm that the enclosed annexure, prepared by Indiabulls Housing Finance Limited (“the Company”),
states the possible tax benefits available to the shareholders of the Company under the Income-tax Act, 1961
(„Act?), the Wealth Tax Act, 1957 and the Gift Tax Act, 1958, presently in force in India. Several of these benefits
are dependent on the shareholders fulfilling the conditions prescribed under the relevant provisions of the Act.
Hence, the ability of the shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which
the shareholders may or may not choose to fulfill.
The benefits discussed in the enclosed Annexure are not exhaustive and the preparation of the contents stated is
the responsibility of the Company?s management. We are informed that this statement is only intended to provide
general information to the investors and hence is neither designed nor intended to be a substitute for professional
tax advice. In view of the individual nature of the tax consequences, the changing tax laws, each investor is
advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their
participation in the issue.
Our confirmation is based on the information, explanations and representations obtained from the Company and on
the basis of our understanding of the business activities and operations of the Company.
We do not express an opinion or provide any assurance as to whether:
? the shareholders will continue to obtain these benefits in future; or
? the conditions prescribed for availing the benefits, where applicable have been/would be met.
For A Sardana & Co.
Chartered Accountants
Firm registration no. 021890N
Sd/-
Ajay Sardana
Partner
Membership No. 089011
New Delhi, May 09, 2013
80
ANNEXURE TO LETTER DATED MAY 9, 2013 - THE STATEMENT OF POSSIBLE TAX BENEFITS
AVAILABLE TO SHAREHOLDERS OF INDIABULLS HOUSING FINANCE LIMITED.
Outlined below are the possible benefits available to shareholders of Indiabulls Housing Finance
Limited (“the Company”) under the current direct tax laws in India for the financial year 2012-13.
Statement of General Tax Benefits:
These are the general tax benefits available to the shareholders, subject to compliance with
relevant provisions.
A. Under the Income Tax Act, 1961 (“ITA”)
I. Benefits available to Resident Shareholders
1. Under Section 10(32) of the ITA, any income of minor children clubbed in the total income of
the parent under Section 64(1A) of the ITA, will be exempt from tax to the extent of
Rs.1,500/- per minor child whose income is so included.
2. The company is liable to pay a dividend distribution tax currently at the rate of 15% (plus
applicable surcharge and education cess) on total amount of income distributed or declared or
paid as dividend.
As per Section 10(34) read with Section 115-O (6) of the ITA, any income by way of dividends
referred to in Section 115-O (i.e. dividends declared, distributed or paid on or after 1 April
2003 by the domestic companies) received on the shares of the Company is exempt from tax.
However it is pertinent to note that Section 14A of the ITA restricts claims for deduction of
expenses incurred in relation to exempt income. Thus, any expenses incurred to earn the
dividend income are not an allowable expenditure.
3. As per Section 2(29A) read with Section 2(42A), shares held in a company are treated as long
term capital asset if the same are held by the assessee for more than twelve months period
immediately preceding the date of its transfer. Accordingly, the benefits enumerated below in
respect of long term capital assets would be available if the shares are held for more than
twelve months.
4. As per Section 10(38) of the ITA, long term capital gains arising from the transfer of a long
term capital asset being an equity share of the Company, where such transaction is
chargeable to securities transaction tax, will be exempt in the hands of the shareholder.
5. As per Section 54EC of the ITA and subject to the conditions and to the extent specified
therein, long-term capital gains (in cases not covered under Section 10(38) of the ITA) arising
on the transfer of a long-term capital asset will be exempt from capital gains tax to the extent
such capital gains are invested in a “long term specified asset” within a period of 6 months
after the date of such transfer. It may be noted that investment made on or after April 1,
2007 in the long term specified asset by an assessee during any financial year cannot exceed
Rs. 50 Lacs.
However, if the assessee transfers or converts the long term specified asset into money within
a period of three years from the date of its acquisition, the amount of capital gains exempted
earlier would become chargeable to tax as long-term capital gains in the year in which the
long term specified asset is transferred or converted into money.
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A “long term specified asset” means any bond, redeemable after three years and issued on or
after the 1st day of April 2007 by:
i. National Highways Authority of India constituted under Section 3 of the National
Highways Authority of India Act, 1988; or
ii. Rural Electrification Corporation Limited, a company formed and registered under the
Companies Act, 1956.
6. As per Section 54F of the ITA, long term capital gains (in cases not covered under Section
10(38)) arising on the transfer of the shares of the Company held by an individual or Hindu
Undivided Family (HUF) will be exempt from capital gains tax if the net consideration is
utilised, within a period of one year before, or two years after the date of transfer, in the
purchase of a residential house, or for construction of a residential house within three years.
Such benefit will not be available:
a) if the individual or Hindu Undivided Family-
• owns more than one residential house, other than the new residential house,
on the date of transfer of the shares; or
• purchases another residential house within a period of one year after the date
of transfer of the shares; or
• constructs another residential house within a period of three years after the
date of transfer of the shares; and
b) the income from such residential house, other than the one residential house owned on
the date of transfer of the original asset, is chargeable under the head “Income from
house property”.
If only a part of the net consideration is so invested, so much of the capital gain as bears to
the whole of the capital gain, the same proportion as the cost of the new residential house
bears to the net consideration, will be exempt.
If the new residential house is transferred within a period of three years from the date of
purchase or construction, the amount of capital gains on which tax was not charged earlier,
will be deemed to be income chargeable under the head “Capital Gains” of the year in which
the residential house is transferred.
7. As per Section 74 Short-term capital loss suffered during the year is allowed to be set-off
against short-term as well as long-term capital gains of the said year. Balance loss, if any,
could be carried forward for eight years for claiming set-off against subsequent years? short
term as well as long-term capital gains. Long-term capital loss suffered during the year is
allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried
forward for eight years for claiming set-off against subsequent years? long-term capital gains.
8. As per Section 111A of the ITA, short term capital gains arising from the sale of equity shares
of the Company transacted through a recognized stock exchange in India, where such
transaction is chargeable to securities transaction tax, will be taxable at the rate of 15% (plus
applicable surcharge and education cess).
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9. As per Section 112 of the ITA, taxable long-term capital gains, if any, on sale of listed
securities will be charged to tax at the rate of 20% (plus applicable surcharge and education
cess) after considering indexation benefits or at 10% (plus applicable surcharge and education
cess) without indexation benefits, whichever is less.
II. Benefits available to Non-Resident Indians/Non-Resident Shareholders (Other than
FIIs)
1. Under Section 10(32) of the ITA, any income of minor children clubbed in the total income of
the parent under Section 64(1A) of the ITA, will be exempt from tax to the extent of Rs.1,500
per minor child whose income is so included.
2. The company is liable to pay a dividend distribution tax currently at the rate of 15% (plus
applicable surcharge and education cess) on total amount of income distributed or declared or
paid as dividend.
As per Section 10(34) read with Section 115-O (6) of the ITA, any income by way of dividends
referred to in Section 115-O (i.e. dividends declared, distributed or paid on or after 1 April
2003 by the domestic companies) received on the shares of the Company is exempt from tax.
However it is pertinent to note that Section 14A of the ITA restricts claims for deduction of
expenses incurred in relation to exempt income. Thus, any expenses incurred to earn the
dividend income are not an allowable expenditure.
3. As per Section 2(29A) read with Section 2(42A), shares held in a company are treated as long
term capital asset if the same are held by the assessee for more than twelve months period
immediately preceding the date of its transfer. Accordingly, the benefits enumerated below in
respect of long term capital assets would be available if the shares are held for more than
twelve months.
4. As per Section 10(38) of the ITA, long term capital gains arising from the transfer of long term
capital asset being an equity share of the Company, where such transaction is chargeable to
securities transaction tax, will be exempt in the hands of the shareholder.
5. As per first proviso to Section 48 of the ITA, in case of a non resident shareholder, the capital
gain/loss arising from transfer of shares of the Company, acquired in convertible foreign
exchange, is to be computed by converting the cost of acquisition, sales consideration and
expenditure incurred wholly and exclusively incurred in connection with such transfer, into the
same foreign currency which was initially utilized in the purchase of shares. Cost Indexation
benefit will not be available in such a case. As per Section 112 of the ITA, taxable long-term
capital gains, if any, on sale of shares of the company will be charged to tax at the rate of
20% (plus applicable surcharge and education cess).
6. As per Section 54EC of the ITA and subject to the conditions and to the extent specified
therein, long-term capital gains (in cases not covered under Section 10(38) of the ITA) arising
on the transfer of a long-term capital asset will be exempt from capital gains tax to the extent
such capital gains are invested in a “long term specified asset” within a period of 6 months
after the date of such transfer. It may be noted that investment made on or after April 1,
2007 in the long term specified asset by an assessee during any financial year cannot exceed
Rs. 50 Lacs.
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However, if the assessee transfers or converts the long term specified asset into money within
a period of three years from the date of its acquisition, the amount of capital gains exempted
earlier would become chargeable to tax as long-term capital gains in the year in which the
long term specified asset is transferred or converted into money.
A “long term specified asset” for making investment under this Section on or after 1st April
2007 means any bond, redeemable after three years and issued on or after the 1st April 2007
by:
i. National Highways Authority of India constituted under Section 3 of the National
Highways Authority of India Act, 1988; or
ii. Rural Electrification Corporation Limited, a company formed and registered under the
Companies Act, 1956.
7. As per Section 54F of the ITA, long term capital gains (in cases not covered under Section
10(38)) arising on the transfer of the shares of the Company held by an individual or Hindu
Undivided Family (HUF) will be exempt from capital gains tax if the net consideration is
utilized, within a period of one year before, or two years after the date of transfer, in the
purchase of a residential house, or for construction of a residential house within three years.
Such benefit will not be available:
(a). if the individual or Hindu Undivided Family-
• owns more than one residential house, other than the new residential house,
on the date of transfer of the shares; or
• purchases another residential house within a period of one year after the date
of transfer of the shares; or
• constructs another residential house within a period of three years after the
date of transfer of the shares; and
(b). the income from such residential house, other than the one residential house owned
on the date of transfer of the original asset, is chargeable under the head “Income
from house property”.
If only a part of the net consideration is so invested, so much of the capital gain as bears to
the whole of the capital gain, the same proportion as the cost of the new residential house
bears to the net consideration, will be exempt.
If the new residential house is transferred within a period of three years from the date of
purchase or construction, the amount of capital gains on which tax was not charged earlier,
will be deemed to be income chargeable under the head “Capital Gains” of the year in which
the residential house is transferred.
8. As per Section 74 Short-term capital loss suffered during the year is allowed to be set-off
against short-term as well as long-term capital gains of the said year. Balance loss, if any,
could be carried forward for eight years for claiming set-off against subsequent years? short
term as well as long-term capital gains. Long-term capital loss suffered during the year is
allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried
forward for eight years for claiming set-off against subsequent years? long-term capital gains.
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9. As per Section 111A of the ITA, short term capital gains arising from the sale of equity shares
of the Company transacted through a recognized stock exchange in India, where such
transaction is chargeable to securities transaction tax, will be taxable at the rate of 15% (plus
applicable surcharge and education cess).
10. As per Section 115E of the ITA, in the case of a shareholder being a Non-Resident Indian, and
subscribing to the shares of the Company in convertible foreign exchange, in accordance with
and subject to the prescribed conditions, long term capital gains arising on transfer of the
shares of the Company (in cases not covered under Section 10(38) of the ITA) will be subject
to tax at the rate of 10% (plus applicable surcharge and education cess), without any
indexation benefit.
11. As per Section 115F of the ITA and subject to the conditions specified therein, in the case of a
shareholder being a Non-Resident Indian, gains arising on transfer of a long term capital asset
being shares of the Company will not be chargeable to tax if the entire net consideration
received on such transfer is invested within the prescribed period of six months in any
specified asset or savings certificates referred to in Section 10(4B) of the ITA. If part of such
net consideration is invested within the prescribed period of six months in any specified asset
or savings certificates referred to in Section 10(4B) of the ITA then such gains would not be
chargeable to tax on a proportionate basis. Further, if the specified asset or savings certificate
in which the investment has been made is transferred within a period of three years from the
date of investment, the amount of capital gains tax exempted earlier would become
chargeable to tax as long term capital gains in the year in which such specified asset or
savings certificates are transferred.
12. As per Section 115G of the ITA, Non-Resident Indians are not obliged to file a return of
income under Section 139(1) of the ITA, if their only source of income is income from
specified investments or long term capital gains earned on transfer of such investments or
both, provided tax has been deducted at source from such income as per the provisions of
Chapter XVII-B of the ITA.
13. As per Section 115H of the ITA, where Non-Resident Indian becomes assessable as a resident
in India, he may furnish a declaration in writing to the Assessing Officer, along with his return
of income for that year under Section 139 of the ITA to the effect that the provisions of
Chapter XII-A shall continue to apply to him in relation to such investment income derived
from foreign exchange assets, the specified assets for that year and subsequent assessment
years until such assets are converted into money.
14. As per Section 115I of the ITA, a Non-Resident Indian may elect not to be governed by the
provisions of Chapter XII-A for any assessment year by furnishing a declaration along with his
return of income for that assessment year under Section 139 of the ITA, that the provisions of
Chapter XII-A shall not apply to him for that assessment year and accordingly his total income
for that assessment year will be computed in accordance with the other provisions of the ITA.
For the purpose of aforesaid clauses “Non-Resident Indian” means an Individual, being a
citizen of India or a person of Indian origin who is not a “resident”. A person shall be deemed
to be of Indian origin if he, or either of his parents or any of his grand-parents, was born in
undivided India.
85
Provisions of the ITA vis-à-vis provisions of the Tax Treaty
In respect of non-residents, the tax rates and consequent taxation mentioned above will be
further subject to any benefits available under the Tax Treaty, if any, between India and the
country in which the non-resident is resident. As per the provisions of Section 90(2) of the
ITA, the provisions of the ITA would prevail over the provisions of the Tax Treaty to the extent
they are more beneficial to the non-resident.
Tax Deduction at Source
No income-tax is deductible at source from income by way of capital gains under the present
provisions of the ITA, in case of residents. However, as per the provisions of section 195 of the
ITA, any income by way of capital gains, payable to non residents (except long-term capital
gains exempt under section 10(38) of the ITA), may be eligible to the provisions of
withholding tax, subject to the provisions of the relevant tax treaty. Accordingly income tax
may have to be deducted at source in the case of a non- resident at the rate under the
domestic tax laws or under the tax treaty, whichever is beneficial to the assessee unless a
lower withholding tax certificate is obtained from the tax authorities.
As per Section 206AA of the Act, with effect from 1 April 2010, every person who is entitled to
receive any sum or income or amount on which tax is deductible at source, is required to
furnish the Permanent Account Number (PAN) to the person responsible for deducting such
tax, failing which tax shall be deducted at the rates as per the Act or rates in force or 20%
whichever is higher. The provisions of Section 206AA shall apply on capital gains payable to
non-residents.
III Benefits available to Foreign Institutional Investors (‘FIIs’)
1. As per Section 10(34) read with Section 115-O (6) of the ITA, any income by way of dividends
referred to in Section 115-O (i.e. dividends declared, distributed or paid on or after 1 April
2003 by the domestic companies) received on the shares of the Company is exempt from tax.
2. As per Section 2(29A) read with Section 2(42A), shares held in a company are treated as long
term capital asset if the same are held by the assessee for more than twelve months period
immediately preceding the date of its transfer. Accordingly, the benefits enumerated below in
respect of long term capital assets would be available if the shares are held for more than
twelve months.
3. As per Section 10(38) of the ITA, long term capital gains arising from the transfer of long term
capital asset being an equity share of the Company, where such transaction is chargeable to
securities transaction tax, will be exempt to tax in the hands of the FIIs.
4. As per Section 54EC of the ITA and subject to the conditions and to the extent specified
therein, long-term capital gains (in cases not covered under Section 10(38) of the ITA) arising
on the transfer of a long-term capital asset will be exempt from capital gains tax to the extent
such capital gains are invested in a “long term specified asset” within a period of 6 months
after the date of such transfer. It may be noted that investment made on or after April 1,
2007 in the long term specified asset by an assessee during any financial year cannot exceed
Rs. 50 Lacs.
86
However, if the assessee transfers or converts the long term specified asset into money within
a period of three years from the date of its acquisition, the amount of capital gains exempted
earlier would become chargeable to tax as long-term capital gains in the year in which the
long term specified asset is transferred or converted into money.
A “long term specified asset” for making investment under this Section on or after 1st April
2007 means any bond, redeemable after three years and issued on or after the 1st April 2007
by:
i. National Highways Authority of India constituted under Section 3 of the National Highways
Authority of India Act, 1988; or
ii. Rural Electrification Corporation Limited, a company formed and registered under the
Companies Act, 1956.
5. As per Section 74 Short-term capital loss suffered during the year is allowed to be set-off
against short-term as well as long-term capital gains of the said year. Balance loss, if any,
could be carried forward for eight years for claiming set-off against subsequent years? short
term as well as long-term capital gains. Long-term capital loss suffered during the year is
allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried
forward for eight years for claiming set-off against subsequent years? long-term capital gains.
6. As per Section 111A of the ITA, short term capital gains arising from the sale of equity shares
of the Company transacted through a recognized stock exchange in India, where such
transaction is chargeable to securities transaction tax, will be taxable at the rate of 15% (plus
applicable surcharge and education cess).
7. As per Section 115AD of the ITA, FIIs will be taxed on the capital gains that are not exempt
under the provision of Section 10(38) of the ITA, at the following rates:
Nature of income Rate of tax
(%)
Long term capital gains 10
Short term capital gains (other than referred to in Section 111A) 30
The above tax rates have to be increased by the applicable surcharge and education cess.
In case of long term capital gains, (in cases not covered under Section 10(38) of the ITA), the
tax is levied on the capital gains computed without considering the cost indexation.
8. As per Section 196D, no tax is to be deducted from any income, by way of capital gains
arising from the transfer of shares or dividend on shares as referred to in section 115AD
payable to Foreign Institutional Investor.
Provisions of the ITA vis-à-vis provisions of the Tax Treaty
The tax rates and consequent taxation mentioned above will be further subject to any benefits
available under the Tax Treaty, if any, between India and the country in which the FII is
resident. As per the provisions of Section 90(2) of the ITA, the provisions of the ITA would
prevail over the provisions of the Tax Treaty to the extent they are more beneficial to the FII.
87
IV. Benefits available to Mutual Funds
As per Section 10(23D) of the ITA, any income of Mutual Funds registered under the Securities
and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up
by public sector banks or public financial institutions and Mutual Funds authorised by the
Reserve Bank of India will be exempt from income tax, subject to such conditions as the
Central Government may, by notification in the Official Gazette, specify in this behalf.
B. Benefits available under the Wealth Tax Act, 1957
Asset as defined under Section 2(ea) of the Wealth tax Act, 1957 does not include shares in
companies and hence, shares of the Company are not liable to wealth tax in the hands of
shareholders.
C. Benefits available under the Gift Tax Act, 1958
Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Therefore, any
gift of shares of the Company will not attract gift tax.
However as per section 56(2) (vii) of the ITA, in case where individual or Hindu undivided
Family receives shares from any person on or after 1st October, 2009:
a. without any consideration, aggregate fair market value of which exceeds fifty thousand
rupees, then the whole of the aggregate fair market value of such property or;
b. for a consideration which is less than the aggregate fair market value of the shares by an
amount exceeding fifty thousand rupees, then the aggregate fair market value of such
property as exceeds such consideration;
shall be taxable as the income of the recipient.
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SECTION IV-ABOUT THE COMPANY
INDUSTRY OVERVIEW
ECONOMIC SCENARIO:
The GDP growth rate for FY 12-13 is estimated at 5.9%. But it is expected that several initiatives
taken by the government during the course of the year will prove to be catalysts in spurring the
growth rate. Some of these initiatives are FDI in multi brand retail and aviation sectors, diesel price
partial deregulation, capping the number of subsidized LPG gas cylinders and proposed measures like
opening of the pension sector to foreign investments and raising the FDI cap in insurance to 49%.
Monetary policy has finally begun to show a pro growth inclination. With inflation moderating to sub
7% levels, in the second half of the year, RBI moved to address the liquidity deficit issue which was
constraining growth. Over the course of the last financial year, the Reserve bank dropped repo rate by
100 basis points to 7.50% and cut the CRR by 75 basis points to 4.00% from year opening figure of
8.50% and 4.75% respectively.
Headline WPI inflation is expected to further reduce to sub 6% levels over FY13-14 especially on the
back of normal monsoons. This will afford the RBI more headroom in reducing repo rate and CRR.
INDUSTRY OVERVIEW:
The home loan industry in India mainly comprises of banks and Housing Finance Companies (HFCs).
The National Housing Bank (NHB) operates as the nodal regulatory agency to promote, regulate and
provide financial and other support to HFCs at local and regional levels. HFCs primarily depend on
funding sources such as loans from banks and financial institutions, refinance from NHB, borrowing
through bonds and debentures, commercial paper, subordinate debt, besides their own equity and
reserves.
A decade of steady economic growth driven by the industrial and service sector has resulted in steady
growth in per capita income. This has triggered a migration towards urban areas chasing expanding
job opportunities in the service and non-agricultural sectors. Cascading effects of this are growing
income levels and fragmentation of traditionally large family structures into smaller nuclear units.
Economic growth has also meant that availability of finance is now easier, quicker and more customer
centric. All these factors, coupled with a large housing shortfall, have converged to trigger an
unprecedented boom in the housing market, and resultantly in the housing loan market.
Indeed, the housing finance sector has witnessed high levels of sustained growth over the last several
years. Housing finance disbursals have grown at a CAGR of 30% in the ten years between 2000-01
and 2010-11. The total outstanding domestic housing credit has grown at a CAGR of 20% in the five
years between 2004-05 and 2010-11.
Being specialist finance companies, HFCs have processes and procedures completely tuned to their
products. They have the optimal distribution network with presence in locations and localities where
demand and potential is the highest. Key personnel such as the sales teams, credit teams and the
collection network are extensively trained to administer and manage housing loans. And indeed,
housing loans as a product is unique in many respects.
Housing loans require continuous and constant engagement with the customer, unlike fixed interest,
fixed EMI retail individual loans. Housing loans are almost always extended at a variable rate of
interest and have tenures of over 15 years. Constant customer engagement is necessitated by factors
such as changing EMIs due to changes in rates of interest; customers having the option to opt for a
change in tenure or change in EMI with changes in interest rates; customers opting to pre-pay over
the long duration of the loan; customers opting to transfer in, from another lender, or transfer their
balance out, to another lender, in the search of more favourable terms.
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As most of the housing loans extended towards under-construction properties is construction linked,
on the loan appraisal and disbursal part of the operations, HFCs have to have the ability to asses
various residential real estate developers to effectively estimate construction and other project related
risks. Though the customer bears the responsibility for complete servicing and repayment of the loan
irrespective of completion and delivery of the housing unit, construction and project risks nevertheless
have a bearing on proper loan repayment and collateral realization in the event of a default.
With increasing competition finance companies and banks that are best placed to manage the unique
dynamics of the housing loan product are at an advantage. HFCs, having built their operations
exclusively around housing loans, have been witnessing a steady growth in market share. In FY 2012-
13, HFCs contributed 47% of the domestic housing finance growth over the previous year, up from
only 22% in FY 2005-06. This trend is expected to continue with HFCs capturing an ever increasing
share of the mortgage finance market.
Promoting home ownership, especially in the affordable housing segment has been a high government
priority. Underlining this, the Finance Minister raised tax deduction limit by Rs. 1 lakh for first-time
home buyers. This translates to reduction in the effective rate of interest that the home purchaser has
to pay on any loan that he avails.
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BUSINESS OVERVIEW
The Company, as an incorporated legal entity came into existence on May 10, 2005, under the
Companies Act, 1956, having been registered on such date with the Registrar of Companies, NCT of
Delhi and Haryana vide registration no. U65922DL2005PLC136029 and obtained the certificate for
commencement of business on January 10, 2006, to enable it to carry on the business of housing
finance, upon receipt of the license to do so from the National Housing Bank. Indiabulls Financial
Services Limited (IBFSL), the erstwhile promoter of the Company, incorporated on January 10, 2000
and since March 30, 2001, had already been functioning, as a non banking finance company. The
merger of IBFSL with the Company, on a going concern basis, therefore ensured a continuity of the
Company?s business, since March 30, 2001.
The Company is India?s 3rd largest Housing Finance Company post the merger with its wholly owned
erstwhile parent company, Indiabulls Financial Services Limited. The company manages loan assets of
Rs 34,425 Cr as on March 31, 2013 (Consolidated basis).
In the year end March 31, 2013 the company clocked a PAT of Rs 1,266 Cr, an increase of 25.8%
compared to FY 2011-12?s PAT of erstwhile holding company IBFSL of Rs 1,006 Cr (Consolidated
basis).
Indiabulls has nationwide presence through its network of 200 branches spread across 20 states and
union territories. Over the last decade the company has expanded its branch network to effectively
cover geographical areas relevant to its suite of products.
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KEY INDUSTRY REGULATIONS
The Company is a registered HFC, without accepting public deposits, with the NHB and also as a
notified financial institution under the Securitisation and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002, is engaged in the business of housing finance activities
which include inter alia providing home loan to any person for purchase of residential property as well
as provide finance through intermediaries for housing projects.
The following description is a summary of certain sector specific laws & regulations in India which are
applicable to our Company. The regulations set out hereunder may not be exhaustive & are only
intended to provide general information to the investors and are neither designed nor intended to
substitute for professional legal advice. The statements below are based on the current provisions of
the Indian law, and the judicial and administrative interpretations thereof, which are subject to change
or modification by subsequent legislative, regulatory, administrative or judicial decisions.
The National Housing Bank Act, 1987
The National Housing Bank Act, 1987 (the “NHB Act”), was enacted to establish NHB to operate as a
principal agency to promote HFCs both at the local and regional levels and to provide financial and
other support to such institutions for matters connected therewith or incidental thereto. NHB is
entrusted with the responsibility of regulating and supervising activities of HFC?s by virtue of power
vested in the NHB ACT, 1987. In terms of the NHB ACT, 1987, NHB is expected, in the public interest,
to regulate the housing finance system of the country to its advantage and/or to prevent the affairs of
any housing finance institution being conducted in a manner detrimental to the interest of its stake
holders. For this, NHB has been empowered to determine the policy and give directions to the housing
finance institutions and their auditors.
Under the NHB Act, every HFC is required to obtain a certificate of registration and meet the
requirement of net owned funds of Rs. 100 million or such other higher amount as the NHB may
specify for commencing or carrying on the business of HFCs. Pursuant to the NHB Act, every HFC is
also required to create a reserve fund and transfer therein a sum not less than 20% of its net profit
every year as disclosed in the profit and loss account and before any dividend is declared.
The Housing Finance Companies (National Housing Bank) Directions, 2010, as amended
The objective of the NHB Directions, 2010 is to provide the prudential norms for income recognition,
accounting standards, asset classification, provision for bad and doubtful assets, capital adequacy and
concentration of credit/investment and etc. to be observed by the housing finance institutions and the
matters to be included in the auditors? report by the auditors of housing finance institutions.
The Prevention of Money Laundering Act, 2002
The Prevention of Money Laundering Act, 2002 (the “PMLA”) was enacted to prevent money
laundering and to provide for confiscation of property derived from, and involved in, money
laundering. In terms of the PMLA, every financial institution, including housing finance institutions, is
required to maintain record of all transactions including the value and nature of such transactions,
furnish information of such transactions to the director defined under PMLA and verify and maintain
the records of the identity of all its clients, in such a manner as may be prescribed.
SARFAESI Act
The SARFAESI Act regulates the securitization and reconstruction of financial assets of banks and
financial institutions. The SARFAESI Act provides for measures in relation to enforcement of security
interests and rights of the secured creditor in case of default. The Government of India, in exercise of
the powers conferred under sub-section (1) of section 2 of the SARFAESI Act, has specified certain
HFCs (including the Company), which can enforce security interest as per the SARFAESI Act.
92
Refinance Scheme for Housing Finance Companies, 2003
Pursuant to Refinance Scheme for Housing Finance Companies, 2003 (“Refinance Scheme”), as
amended, HFCs registered with the NHB are eligible to obtain refinance from the NHB in respect of
their direct lending up to Rs.5 million to individuals for the purchase, construction, repair and
upgrade of housing units. The financial assistance can be drawn by HFCs in respect of loans
already advanced by them and also for prospective disbursements. All HFCs registered with NHB
are eligible to apply for refinance from NHB and will be eligible subject to the refinance policy.
Master Circular on Housing Finance issued by the Reserve Bank of India
Pursuant to the Master Circular on Housing Finance dated July 2, 2012, as amended issued by the
Reserve Bank of India (“Master Circular”), banks are eligible to deploy their funds under the
housing finance allocation in any of three categories, i.e. (i) direct finance; (ii) indirect finance; or
(iii) investment in bonds of the NHB/Housing and Urban Development Corporation Limited, or
combination thereof. Indirect finance includes loans to HFCs, housing boards, other public housing
agencies, etc., primarily for augmenting the supply of serviced land and constructed units.
Under the terms of the Master Circular, banks may grant loans to HFCs taking in to account (long-
term) debt-equity ratio, track record, recovery performance and other relevant factors. The
quantum of term loan to be sanctioned to HFCs will not be linked to net owned funds as NHB.
Priority Sector Lending
Pursuant to a RBI circular dated July 20, 2012 and October 17, 2012, loans granted by banks to
HFCs, approved by the NHB for the purpose of refinance, for on-lending for
purchase/construction/reconstruction of individual dwelling units or for slum clearance and
rehabilitation of slum dwellers, subject to an aggregate loan limit of Rs 10 lakh per borrower would
be classified under priority sector, provided that all inclusive interest rate charged to the ultimate
borrower is not exceeding the lowest lending rate of the lending bank for housing loans plus 2%
p.a.
Implementation of Golden Jubilee Rural Housing Scheme and 1% Interest Subvention
Schemes of Housing & Urban Development Ministry, Government of India.
The NHB is the nodel agency for implementation of the above two schemes framed by the GoI for
economically weaker sections of the country. The NHB issues guidelines to all HFCs from time to
time towards implementation of these sceheme. HFCs are reuired to follow NHB guidelines in this
regards and report periodically about the status of implementation.
Guidelines for Asset Liability Management System for HFCs vide circular dated October
11, 2010
Pursuant to NHB circular dated October 11, 2010 on asset liability management system by HFCs
(“ALM Guidelines”), NHB lays down broad guidelines for HFCs to have proper systems for
management of liquidity and interest rate risks. The ALM Guidelines provide that the board of
directors of an HFC should have overall responsibility for management of risks and should decide
the risk management policy and set limits for liquidity, interest rate, exchange rate and equity
price risks. Additionally, an asset-liability committee is required to be constituted consisting of the
HFC?s senior management including the chief executive officer for ensuring adherence to the limits
set by the board as well as for deciding the business strategy of the HFC (on the assets and
liabilities sides) in line with the HFC?s budget and decided risk management objectives.
Guidelines on Fair Practices Code for HFCs
Pursuant to NHB circular dated September 5, 2006, amended on October 11, 2010 & on April 25,
2011, the Guidelines on Fair Practices Code for HFCs (“Fair Practices Code”) were issued by the
NHB to cover all aspects of loan sanctioning, disbursal and repayment issues as well as the
procedures to be followed in resolving grievances of clients expeditiously through a transparent
process & procedure on grievance redressal mechanism . The Fair Practices Code seeks to promote
good and fair practices by setting minimum standards in dealing with customers, increase
transparency, encourage market forces, promote fair and cordial relationship between customer
and HFCs and foster confidence in the housing finance system.
93
Guidelines for Recovery Agents Engaged by HFCs
The Guidelines for Recovery Agents Engaged by HFCs (“Recovery Agents Guidelines”) were
issued on July 14, 2008 by the NHB in relation to the practices and procedures regarding the
engagement of recovery agents by the HFCs. In terms of these guidelines, HFCs are required to
have a due diligence process in place for engagement of recovery agents, which should cover
inter-alia, individuals involved in the recovery process. HFCs are required to ensure that the
agents engaged by them in the recovery process carry out verification of the antecedents of their
employees and HFCs may decide the periodicity at which re-verification should be resorted to.
HFCs are required to ensure that the recovery agents are properly trained to handle with care and
sensitivity their responsibilities, in particular, aspects like hours of calling and privacy of customer
information, among others. HFCs are also required to inform the borrower of the details of
recovery agency firms/companies while forwarding default cases to the recovery agency.
Guidelines for engagement of Direct Selling Agent (DSA)
The guidelines on engagement of Direct Selling Agent (DSA) were issued to HFCs on 14
th
July 2008 prescribing therin detaailed guidelines to be followed by the direct selling
agents of the Company. The Bank has also adivsed in its guidelines to adopt model code
of conduct for the DSA engaged by the Company.
Know Your Customer Guidelines
The KYC Guidelines issued by NHB on October 11, 2010 mandate the KYC policies and anti money
laundering measures for HFC to have certain key elements, including inter-alia a customer
acceptance policy, customer identification procedures, monitoring of transactions and risk
management, adherence to NHB KYC Guidelines and the exercise of due diligence by the NBFC,
including its brokers and agents.
Norms for excessive interest rates
The NHB notification has advised all HFCs to revisit internal policies in determining interest rates
and fee and other charges. The NHB has also advised all HFCs not to charge excessive interest
from their clients. According to this advice, the board of each HFC is required to revisit its policies
on interest rate determination, fees and other charges, including margins and risk premiums
charged to different categories of borrowers and approve the same
Foreign Investment in HFCs
Foreign Investment in India is governed primarily by the provisions of the FEMA and the rules,
regulations and notifications there-under, read with the presently applicable Consolidated FDI
Policy, dated April 10, 2012 (“Consolidated FDI Policy”) (provisions of the Circular 1 of 2012)
issued by the Department of Industrial Policy and Promotion from time to time. As per the
provisions of the Consolidated FDI Policy, 100% FDI under the automatic route is permitted for
investment in the Non-Banking Finance Companies, which includes HFCs, subject to certain
prescribed conditions.
Where FDI is allowed on an automatic basis without FIPB approval, the RBI would continue to be
the primary agency for the purposes of monitoring and regulating foreign investment. In cases
where FIPB approval is obtained, no approval of the RBI is required except with respect to fixing
the issuance price, although a declaration in the prescribed form, detailing the foreign investment,
must be filed with the RBI once the foreign investment is made in the Indian company.
FII Regulations and Portfolio Investment Scheme of RBI
FIIs wishing to invest and trade in Indian securities in India under the portfolio investment route
are required to register with the SEBI under the Securities and Exchange Board of India (Foreign
Institutional Investors) Regulations 1995 (“FII Regulations”). FIIs may also invest in securities
of Indian companies pursuant to the FDI route discussed above. RBI has notified on its website,
for larger public dissemination, that under the Portfolio Investment Scheme, FIIs, & NRIs /PIOs
through primary market and stock exchanges, can purchase equity shares and convertible
debentures of the Company, upto 100% & 24 % respectively, of the paid up capital of the
Company.
94
Shops and Establishments legislations in various states
The provisions of various Shops and Establishments legislations, as applicable, regulate the
conditions of work and employment in shops and commercial establishments and generally
prescribe obligations in respect of inter-alia registration, opening and closing hours, daily and
weekly working hours, holidays, leave, health, termination of services and safety measures and
wages for overtime work.
Payment of Gratuity Act, 1972
Under the Payment of Gratuity Act, 1972, as amended (the “Gratuity Act”), an employee who has
been in continuous service for a period of 5 years will be eligible for gratuity upon his resignation,
retirement, superannuation, death or disablement due to accident or disease, provided the
completion of service of 5 years will not be necessary where such termination is due to death or
disablement.
Employees Provident Fund and Miscellaneous Provisions Act, 1952
The PF Act is applicable to every establishment which is a factory engaged in any industry
specified in Schedule I of that legislation and in which twenty or more persons are employed, as
well as to any other establishment employing twenty or more persons or class of such
establishments which the Central Government may by notification in the Official Gazette specify in
that behalf. The Central Government may notify schemes under the PF Act whereby the employer
as well as the employee is required to make a contribution to a common pool of funds.
95
HISTORY AND CERTAIN CORPORATE MATTERS
HISTORY AND MAJOR EVENTS
The Company, as an incorporated legal entity came into existence on May 10, 2005, under the
Companies Act, 1956, having been registered on such date with the Registrar of Companies, NCT
of Delhi and Haryana vide registration no. U65922DL2005PLC136029 and obtained the certificate
for commencement of business on January 10, 2006, to enable it to carry on the business of
housing finance, upon receipt of the license to do so from the National Housing Bank. Indiabulls
Financial Services Limited (IBFSL), the erstwhile promoter of the Company, incorporated on
January 10, 2000 and since March 30, 2001, had already been functioning, as a non banking
finance company. The merger of IBFSL with the Company, on a going concern basis, therefore
ensured a continuity of the Company?s business, since March 30, 2001.
The Registered Office of the Company is situated at F-60, Malhotra Building, 2
nd
Floor, Connaught
Place, New Delhi – 110 001.
Our Company is engaged in the business of housing finance activities which include inter alia
providing finance to any person for purchase of residential property.
Major Events
Date/Period Activities
May 10, 2005 Incorporated as Public Limited Company under the Companies Act, 1956, as a
wholly owned subsidiary of Indiabulls Financial Services Limited.
December 28, 2005 Registered with National Housing Bank vide registration no. 02.0063.05 to
commence Housing Finance Activities.
January 10, 2006 Our Company obtained the Certificate of commencement of business.
September 19, 2007 Registered with Securitisation and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002 vide Notification dated 19th
September, 2007 issued by Department of Financial Services, Ministry of
Finance.
December 12, 2012 The Hon?ble High Court of Delhi at New Delhi, approved the Scheme of
Arrangement between Indiabulls Financial Services Limited, Indiabulls Housing
Finance Limited and their respective shareholders and creditors
March 8, 2013 The above Scheme came into effect on filing of Court Order with the Registrar
of Companies, NCT of Delhi and Haryana pursuant to Clause 44 (iii) of the
Scheme, whereby the scheme became operative w.e.f. the appointed date i.e.
April 1, 2012.
96
1. Corporate profile of the Company
Description of activities and Services provided by the Company:
Indiabulls Housing Finance Limited, registered with the National Housing Bank as a housing finance
institution (without accepting public deposits) and also as a financial institution under the
Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act,
2002, is engaged in the business of housing finance activities which include inter alia providing
finance to any person for purchase of residential property.
Injunction or restraining orders: Nil
2. Main Objects of the Company
1. Subject to the approval of authority, if any, to carry on the business of housing finance in
India and elsewhere.
2. To provide finance and to undertake all lending and finance to any person or persons, co-
operative society, association of persons, body of individuals, companies, institutions, firms,
builders, developers, contractors, tenants and others either at interest or without and/or
with or without any security for construction, erection, building, repair, remodeling,
development, improvement, purchase of houses, apartments, flats, bungalows, rooms,
huts, townships and/or other buildings and real estate of all descriptions or convenience
there on and to equip the same or part thereof with all or any amenities or conveniences,
drainage facility, electric, telephonic, television, and other installations, either in total or
part thereof and /or to purchase any free hold or lease hold lands, estate or interest in any
property and to carry on the business of Long Term Finance or otherwise finance for
Industrial or agricultural development, development of infrastructure facility, development
of Housing in India or for constructions or purchase of residential houses/ residential
projects in India.
3. To build, to take on lease, purchase or acquire in any manner whatsoever any apartments,
houses, flats, bungalows, townships, rooms and huts and building of all descriptions and to
let or dispose of the same on any system of installment payment basis, rent, purchase
basis or by outright sale whether by private treaty or in any other mode of disposition all or
any integral part thereof.
4. To carry on the business of financial advisors and consultants by themselves and / or jointly
with other companies, institutions, firms , individuals, builders, developers and to manage,
invest in and acquire, and hold, sell, buy or otherwise deal houses, apartments, flats,
bungalows, rooms, huts, townships, real estate and buildings of all descriptions.
5. To advance money to any person or persons, company or corporation, society or
association, for long term, either at interest or without, and / or with or without any
security for the purpose of enabling such borrower to construct or purchase a house or flat
for residential purposes and on such terms and conditions as the Company may deem fit
and also to provide long term finance to the persons, engaged in the business of
constructions of houses or flats for residential purpose to be sold by them by way of hire
purchase or on deferred payment or other similar basis, upon such terms and conditions, as
the Company may deem fit.
6. To receive loans of every description from the public, Government agencies, financial
institutions and corporate bodies.
7. To hold investments in various step-down subsidiaries.
8. To carry on the business of making loans and advances, financing and investment advisory
services, upon such terms and conditions, as the Company may deem fit.
97
9.
a) To engage in the business of the insurance intermediation and acting as corporate agent,
composite insurance agent, insurance broker, insurance consultant etc. for the purpose of
soliciting or procuring life or general insurance business for clients and insurance companies.
b) To act as corporate insurance agent for life insurers and general insurers and procure business
for them.
98
c) To act as agents for insurance products such as life, pension, fire, motor & other products and
to carry on the business of insurance either directly or as an insurance agent, insurance broker
or otherwise”.
Changes in Memorandum of Association of the Company
S. No. Date of
Change
Type of
Meeting
Type of
Resolution
Brief particulars of Change
1. May 13, 2005 Pursuant to Ordinary
Resolution passed by
the Shareholders of the
Company at their duly
convened Extraordinary
General Meeting.
Increase in Authorized Capital from
Rs.2,00,00,000/- divided into 20,00,000 equity
shares of Rs. 10/- each to Rs.10,00,00,000/-
divided into 1,00,00,000 equity shares of Rs. 10/-
each
2. January 04,
2006
Pursuant to Ordinary
Resolution passed by
the Shareholders of the
Company at their duly
convened Extraordinary
General Meeting.
Increase in Authorized Capital from
Rs.10,00,00,000/- divided into 1,00,00,000 equity
shares of Rs. 10/- each to Rs.140,00,00,000/-
divided into 14,00,00,000 equity shares of Rs. 10/-
each
3. February 07,
2011
Pursuant to Ordinary
Resolution passed by
the Shareholders of the
Company at their duly
convened Extraordinary
General Meeting.
Increase in Authorized Capital from
Rs.140,00,00,000/- divided into 14,00,00,000
equity shares of Rs. 10/- each to
Rs.148,80,00,000/- divided into 14,88,00,000
equity shares of Rs. 10/- each
4. March 25, 2011 Pursuant to Ordinary
Resolution passed by
the Shareholders of the
Company at their duly
convened Extraordinary
General Meeting.
Increase in Authorized Capital from
Rs.148,80,00,000/- divided into 14,88,00,000
equity shares of Rs. 10/- each to
Rs.155,70,00,000/- divided into 15,57,00,000
Equity Shares of Rs. 10/-each
5. March 8, 2013 Pursuant to the Court
approved Scheme of
Arrangement
Alteration in the Capital Clause so as to reclassify
the authorized share capital from the previous
Rs.155,70,00,000/- divided into 15,57,00,000
Equity Shares of Rs. 10/- each to Rs.
16,00,00,00,000/- divided into 300,00,00,000
Equity Shares of Rs.2/- each, 100,00,00,000
Preference Shares of Rs. 10/- each
6. March 8, 2013 Pursuant to the Court
approved Scheme of
Arrangement
Alteration in the main object clause by additions of
clauses 5 to 8.
Holding and Subsidiary Companies
The Company has no holding company as on the date of this Information Memorandum.
The Company has 16 subsidiary companies, listed below:
1. Indiabulls Insurance Advisors Limited
2. Indiabulls Finance Company Private Limited
3. Indiabulls Capital Services limited
4. Nilgiri Financial Consultants Ltd
5. Indiabulls Infrastructure Credit Limited
6. Ibulls Sales Limited
7. Indiabulls Advisory Services Limited
99
8. Indiabulls Collection Agency Limited
9. Indiabulls Asset Holding Company Limited
10. Indiabulls Life Insurance Company Limited
11. Indiabulls Asset Management Company Limited
12. Indiabulls Trustee Company Limited
13. Indiabulls Venture Capital Management Company Limited
14. Indiabulls Venture Capital Trustee Company Limited
15. Indiabulls Holdings Limited
16. Indiabulls Asset Reconstruction Company Limited
Shareholders Agreement
There are no shareholder agreements which govern the right/obligations amongst the shareholders
and/or the company as on date of Filing of the Information Memorandum with the Designated
Stock Exchange.
Other Agreements
Except the Contracts / Agreements entered into in the ordinary course of the business carried on
or intended to be carried on by the Company, the Company has not entered into any other
Agreement / Contract.
In terms of clause 6 of the Scheme read with clause 10 thereof all contracts, deeds, bonds,
agreements, schemes, arrangements and other instruments of whatsoever nature, to which the
Amalgamating Company is a party or to the benefit of which the Amalgamating Company may be
eligible, and which are subsisting or have effect immediately before the Effective Date, shall
continue in full force and effect against or in favour, as the case may be, of the Amalgamated
Company and may be enforced as fully and effectually as if, instead of the Amalgamating
Company, the Amalgamated Company had been a party or beneficiary or obligee thereto.
Strategic Partners
There are no strategic partners in the Company.
Financial Partners
There are no financial partners in the Company.
100
OUR MANAGEMENT
BOARD OF DIRECTORS
Indiabulls Housing Finance Limited is a professionally managed organization. The Company
functions under the control of a Board of Directors. The day to day matters are looked after by
qualified key personnel, under the supervision of the Managing Director and CEO.
Name, Fathers’
name Designation,
Status, Experience,
Occupation, Address
Age (In
Years)
Qualifications DIN Details of directorships in
other companies
Mr. Sameer Gehlaut
S/o: Shri. Balwan
Singh
Designation:
Chairman & Executive
Director
Status: Promoter
Director
Experience: 18 years
Occupation:
Entrepreneur
Address: Indiabulls
Finance Centre, Tower
1, 18th Floor,
Elphinstone Road,
Mumbai, 400013,
Maharashtra, India
39 years B.Tech., IIT
Delhi
00060783 1. Indiabulls Finance Company
Private Limited
2. Indiabulls Real Estate
Limited
3. Indiabulls Power Limited.
4. Karanbhumi Estates Private
Limited
5. Meru Minerals Private
Limited
6. Ceres Real Estate Private
Limited
7. Indiabulls Mining Private
Limited
8. Ceres Power Transmission
Private Limited
9. Ceres Electricity Distribution
Private Limited
10. Indiabulls Electricity
Distribution Private Limited
11. Inuus Infrastructure Private
Limited
12. Galax Minerals Private
Limited
13. Inuus Land Development
Private Limited
14. Inuus Real Estate Private
Limited
15. Inuus Developers Private
Limited
16. Inuus Properties Private
101
Limited
17. Orthia Real Estate Private
Limited
18. Orthia Properties Private
Limited
19. Ceres Energy Private Limited
20. Mugwort Real Estate Private
Limited
21. Valerian Real Estate Private
Limited
22. Calleis Real Estate Private
Limited
23. Indiabulls Infrastructure And
Power Limited
24. Cleta Infracon Private
Limited
25. Indiabulls Property
Management Trustee Pte.
Ltd.
Mr. Rajiv Rattan
S/o : Shri Ram Rattan
Designation: Non -
Executive Director
Status: Promoter
Director
Experience: 19 years
Occupation:
Entrepreneur
Address: 60, 2nd
Floor, Vasant Marg,
Vasant Vihar, New
Delhi - 110057, India
40 years B.Tech., IIT
Delhi
00010849 1. Indiabulls Real Estate
Limited
2. Indiabulls Life Insurance
Company Limited
3. Indiabulls CSEB Bhaiyathan
Power Limited
4. Indiabulls Power Limited.
5. Indiabulls Realtech Limited
6. Spire Constructions Private
Limited
7. Ceres Real Estate Private
Limited
8. Indiabulls Mining Private
Limited
9. Ceres Power Transmission
Private Limited
10. Ceres Electricity Distribution
Private Limited
11. Indiabulls Electricity
102
Distribution Private Limited
12. Priapus Developers Private
Limited
13. Nettle Constructions Private
Limited
14. Priapus Land Development
Private Limited
15. Priapus Constructions Private
Limited
16. Arcelormittal Indiabulls
Mining Private Limited
17. Ceres Energy Private Limited
18. Heliotrope Real Estate
Private Limited
19. Antheia Infrastructure
Private Limited
20. Antheia Constructions
/Private Limited
21. Indiabulls Infrastructure And
Power Limited
22. Cleta Land Development
Private Limited
23. Antheia Buildcon Private
Limited
24. Tupelo Properties Private
Limited
25. Indiabulls Property
Management Trustee Pte.
Ltd.
Mr. Saurabh Kumar
Mittal
S/o : Dr. Santosh
Kumar Mittal
Designation: Non -
Executive Director
Status: Promoter
Director
Experience: 18 years
Occupation:
Entrepreneur
39 years B. Tech., IIT
Delhi, MBA from
Harvard Business
School
01175382 1. Indiabulls Real Estate
Limited
2. Indiabulls Power Limited.
3. Ceres Trading Services
Private Limited
4. Ceres Real Estate Private
Limited
5. Indiabulls Mining Private
Limited
6. Ceres Power Transmission
103
Address: A -19 - A -
Block, H. No. A - 1 To
A - 32, Westend, Delhi
- 110021, India
Private Limited
7. Ceres Electricity Distribution
Private Limited
8. Indiabulls Electricity
Distribution Private Limited
9. Hespera Realty Private
Limited
10. Lucerne Trading Services
Private Limited
11. Hespera Land Development
Private Limited
12. Hespera Realcon Private
Limited
13. Ceres Energy Private Limited
14. Alona Builders And
Developers Private Limited
15. Cleta Infrastructure Private
Limited
16. Cleta Buildcon Private
Limited
17. Indiabulls Infrastructure And
Power Limited
18. Reyna Infracon Private
Limited
Mr. Gagan Banga
S/o: Shri. Pramendra
Kumar Banga
Designation: CEO &
Managing Director
Status: Executive
Director
Experience: 14 years
Occupation: Service
Address: 243, Maker
Tower B, Cuffe Parade,
Mumbai 400005,
Maharashtra, India
38 years MBA 00010894
1. Indiabulls Insurance
Advisors Limited
2. Indiabulls Commodities
Limited
3. Cloacina Insurance Agents
Private Limited
4. Indiabulls Capital Services
Limited
5. Nilgiri Financial Consultants
Limited
6. Indiabulls Life Insurance
Company Limited
Mr. Ajit Kumar Mittal
S/o Shri. Rattan Lal
Mittal
54 years Master?s in
Economics and
an MBA with
Academic
02698115 1. Indian Commodity Exchange
Limited
2. Indiabulls Venture Capital
104
Designation:
Executive Director
Status: Executive
Director
Experience: 25 years
Occupation: Service
Address: 65, 6th
Floor, Geetanjali
Apartment, Minu Desai
Road, Near Radio Club,
Colaba, Mumbai
400005, Maharashtra,
India
Excellence from
University of
Illinois, U.S.A.
Trustee Company Limited
3. Indiabulls Trustee Company
Limited
Mr. Ashwini
Omprakash Kumar
S/o: Shri. OmPrakash
Bhagwan Prakash
Designation: Deputy
Managing Director
Status: Executive
Director
Experience: 14 years
Occupation: Service
Address: 1701 & 1702
17
th
Floor, Ashoka
Tower D-Wing, Dr. SS
Rao Road Parel,
Mumbai 400012,
Maharashtra, India
37 years Mechanical
Engineer from
IIT Roorkee,
MBA - Finance
from Jamnalal
Bajaj Institute of
Management
Studies, Mumbai
and advance
Studies in
International
Housing Finance
from Wharton
School,
University of
Pennsylvania,
U.S.A.
03341114 Nil
Mr. Karan Singh
Khera
S/o: Shri. Dal Singh
Khera
Designation: Director
Status: Independent
Director
Experience: 33 years
Occupation: Retired
Professor
Address: 1408, Urban
Estate, JIND 124413,
Haryana, India
67 years MA (English) 00017236 1. Indiabulls Real Estate
limited
2. Store One Retail India
Limited
3. Indiabulls Securities Limited
4. Poena Power Solutions
Limited
5. Indiabulls Commodities
Limited
6. Hasta Infrastructure Private
Limited
7. Indiabulls Wholesale
Services Limited
8. Indiabulls Technology
105
Solutions Limited
Mr. Aishwarya
Katoch
S/o: Shri. Aditya
Katoch
Designation: Director
Status: Independent
Director
Experience: 23 years
Occupation: Business
Address: S-43,
Greater Kailash Part 1,
New Delhi - 110048
43 Years Bachelor„s
degree in
business
administration
and
merchandising
from American
College of
Applied Arts,
London
00557488 1. Royal Expeditions Private
Limited
2. Kangra Hotels Private
Limited
3. Indiabulls Securities Limited
4. Indiabulls Real Estate
Limited
5. Store One Retail India
Limited
6. Royal Kangra Consultants
Private Limited
7. Indiabulls Distribution
Services Limited
Mr. Shamsher Singh
Ahlawat
S/o: Shri. Ran Singh
Ahlawat
Designation: Director
Status: Independent
Director
Experience: 20 years
in Banking Industry
Occupation: Ex-
banker
Address: 96A, Eastern
Avenue, Sainik Farm,
Khanpur, New Delhi -
110062
64 Years Post graduate
degree in history
from St.
Stephens
College, New
Delhi
00017480 1. Indiabulls Real Estate
Limited
2. Store One Retail India
Limited
3. Indiabulls Power Limited.
4. Indiabulls Constructions
Limited
5. Indiabulls Wholesale
Services Limited
6. Elena Power and
Infrastructure Limited
7. Indiabulls Realtech Limited
Mr. Prem Prakash
Mirdha
S/o: Shri. Hari RamJI
Mirdha
Designation: Director
Status: Independent
Director
Experience: 35 years
Occupation: Business
57 Years Second mate
foreign going in
merchant navy
01352748 1. Indiabulls Real Estate
Limited
2. Store One Retail India
Limited
3. Indiabulls Securities Limited
4. Indiabulls Power Limited.
5. Happy Tummy Kitchens
Private Limited
106
Address: Mirdha
Farm, Sirsi Road,
Jaipur - 302012,
Rajasthan
Mr. Joginder Singh
Kataria
S/o: Shri. Charan
Singh
Designation: Director
Status: Independent
Director
Experience: 33 years
Occupation: Ex-
Commandant (ITBP)
Address: H.No. 949,
Sector-4, Distt -
Gurgaon, Gurgaon -
122001, Haryana
72 Years M.A. (Political
Science)
05202673 1. Indiabulls Infrastructure
and Power Limited
Mr. Ram Kumar
Sheokand
S/o: Shri. Chandgi
Ram Sheokand
Designation: Director
Status: Independent
Director
Experience: 37 years
Occupation: Business
Address: H. No. 1197,
Urban Estate, JIND
126102, Haryana
59 Years M.A. (History)
00183200 1. Kandy Finlease Limited
2. Lira Promoters Private
Limited
3. R C S Softech Private
Limited
4. OMS Chits Private
Limited
5. Kandy Promoters Private
Limited
6. Pineapple Infra Project
Private Limited
7. Indiabulls Infrastructure
and Power Limited
8. Aldis Real Estate Private
Limited
Nature of any family relationship between any of the Directors:
Nil
Details of arrangement or understanding with major shareholders, customers, suppliers
or others, pursuant to which of the Directors was selected as a director or member of
senior management.
Nil
THERE ARE NO SERVICE CONTRACTS ENTERED INTO BY THE DIRECTORS WITH THE
COMPANY PROVIDING FOR BENEFITS UPON TERMINATION OF EMPLOYMENT.
107
Details of Borrowing Powers
In terms of the Articles of Association,
The Board may from time to time subject to the sections 58A, 292 and 293 of the Act, at their
discretion raise or borrow any sum or sums of money for the purpose of the Company and subject
to the applicable provisions of the Act may secure payment or repayment of same in such manner
and upon such terms and conditions in all respect as may be prescribed by the Board, in particular
by the creation of any mortgage or charge or other encumbrances on any of the immovable
properties of the company or hypothecation, pledge or charge on and over the Company's stocks,
book debts and other movable properties.
Vide a resolution passed at the Extraordinary General Meeting of the Company held on February
07, 2011, consent of the members of the Company was accorded to the Board of Directors of the
Company pursuant to Section 293(1)(a) of the Companies Act, 1956 for authorising and
empowering them to to sell, lease or otherwise dispose of including by way mortgage,
hypothecation, pledge, in such form and manner and with such ranking and at such time and on
such term as the board may determine, all or any of the movable and/or immovable properties
/assets of the company, both present and future and/ or the whole or/any part of the
undertaking(s) of the company to or in favour of the lender(s), agent(s), trustee(s), or any other
person whomsoever participating in extending financial assistance for securing the borrowing of
the company availed/ to be availed by way of loan(s) ( in foreign currency and/or rupee
currency) and securities (comprising fully/ partly convertible debenture and/ or non convertible
debenture with or without detachable or non detachable warrants and/or secured premium notes
and/or floating rates notes/bonds or other debt instruments), issued/to be issued by the
company, from time to time, together with interest at the respective agreed rates, additional
interest, compound interest in case of default, accumulated interest, liquidated damages,
commitment charges, premium on prepayment, remuneration of the agent(s) and/or trustee(s),
premium(if any) on redemption, all other costs, charges and expenses, including any increase as
a result of devaluation/revaluation/fluctuation in the rates of exchange and all other monies
payable by the company in terms of the loan agreement(s), debenture trust deed(s) or any
other documents, entered into/to be entered into between the company and the
lender(s)/investor(s)/agent(s) and/or trustee(s), in respect of the said
loans/borrowings/debentures etc.
Vide a resolution passed at the Seventh Annual General Meeting of the Company held on June 04,
2012, consent of the members of the Company was accorded to the Board of Directors of the
Company pursuant to Section 293(1)(d) of the Companies Act, 1956 for borrowings from time to
time for the purpose of the company?s business any sum or sums of money, as it may deem
proper, notwithstanding that the moneys to be borrowed together with the money already
borrowed by the company , if any ( apart from temporary loans obtained from the company?s
banker in the ordinary course of business) may exceed the aggregate for time being of the paid
up capital of the company and its free reserve , if any , provided that the total amount of the
moneys to be so borrowed by the Board together with moneys already borrowed (apart from
temporary loans obtained from the company?s bankers in the ordinary course of business) shall
not exceed Rs. 20,000 Crores (Rupees Twenty Thousand Crores Only) outstanding at any one
time.
Vide a resolution passed at the Thirteenth Annual General Meeting of erstwhile Indiabulls Financial
Services Limited (Now merged with the Company) held on June 05, 2012, consent of the members
of the Company was accorded to the Board of Directors of the Company pursuant to Section
293(1)(d) of the Companies Act, 1956 for borrowings from time to time for the purpose of the
company?s business any sum or sums of money, as it may deem proper, notwithstanding that the
moneys to be borrowed together with the money already borrowed by the company , if any (
apart from temporary loans obtained from the company?s banker in the ordinary course of
business) may exceed the aggregate for time being of the paid up capital of the company and its
free reserve , if any , provided that the total amount of the moneys to be so borrowed by the
Board together with moneys already borrowed (apart from temporary loans obtained from the
company?s bankers in the ordinary course of business) shall not exceed Rs. 50,000 Crores
(Rupees Fifty Thousand Crores) outstanding at any one time.
108
In terms of clause 43 of the scheme, the resolutions, if any, of the Amalgamating Company
subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as
resolutions of the Amalgamated Company and if any such resolutions have any monetary limits
approved under the provisions of the Act, or any other applicable statutory provisions, then the
said limits shall be added to the limits, if any, under like resolutions passed by the Amalgamated
Company shall constitute the aggregate of the said limits in the Amalgamated Company. In effect
the total borrowing limits available to the Board of Directors of the Company pursuant to Section
293(1)(d) of the Companies Act, 1956 is Rs. 70,000 Crores (Rupees Seventy Thousand Crores)
outstanding at any one time.
Compensation of Whole-time Director
The Table given below specifies the details of remuneration package of past and current Executive
Directors, during the year 2012-13 irrespective of whether such remuneration was received in the
erstwhile Indiabulls Financial Services Limited, or in the Company.
Name of the
Director
Salary and
allowances
(Rs.) per
annum
Performanc
e linked
incentive
(Rs.)
Employee
Benefits
(Rs.)
Sitting
Fee
Total
(Rs.)
Mr. Sameer
Gehlaut
13,43,84,076 Nil 9,79,80,466 Nil 23,23,64,542
Mr. Gagan
Banga
4,33,33,332 Nil 7,349 Nil 4,33,40,681
Mr. Sachin
Chaudhary
1,23,26,900 2,51,216 7,863 Nil 1,25,85,979
Mr. Ashwini
Omprakash
Kumar
1,90,00,004 Nil 1,14,062 Nil 1,91,14,066
Mr. Ajit
Kumar Mittal
1,48,88,833 Nil 24,645 Nil 1,49,13,478
Notes:
1. Aforesaid components of remuneration include the Basic Salary, House rent Allowance and other
allowances.
2. Employee Benefits represents Gratuity, Superannuation and leave encashment, as applicable as
per the terms of service, based on actuarial valuation.
3. The terms and conditions of service of Executive Directors are contractual in nature and are
additionally governed by rules and policy of the Company to the extent applicable.
4. Mr. Gagan Banga has been granted an aggregate of 14,80,160 stock options under various
employee stock option schemes as were prevailing in the Amalgamating Company convertible into
an equivalent number of Equity Shares of the Company during the exercise period provided under
the relevant stock option schemes.
5. Mr. Sachin Chaudhary had been granted an aggregate of 2,98,000 stock options under various
employee stock option schemes as were prevailing in the Amalgamating Company convertible into
an equivalent number of Equity Shares of the Company during the exercise period provided under
the relevant stock option schemes.
6. Mr. Ajit Kumar Mittal has been granted an aggregate of 1,24,000 stock options under employee
stock option scheme as were prevailing in the Amalgamating Company convertible into an
equivalent number of Equity Shares of the Company during the exercise period provided under the
relevant stock option scheme.
109
Shareholding of the Directors
S. No. Name No. of Shares as
on March 31,
2013
1. Mr. Sameer Gehlaut 3,76,01,278
2. Mr. Rajiv Rattan 1,87,80,253
3. Mr. Saurabh Kumar Mittal 1,89,87,083
4. Mr. Gagan Banga 11,24,608
5. Mr. Ashwini Omprakash Kumar 24,713
6. Mr. Ajit Kumar Mittal Nil
7. Mr. Karan Singh Khera Nil
8. Mr. Shamsher Singh Ahlawat Nil
9. Mr. Aishwarya Katoch Nil
10. Mr. Prem Prakash Mirdha Nil
11. Mr. Ram Kumar Sheokand Nil
12. Mr. Joginder Singh Kataria 346
Total 7,65,18,281
Qualification Shares required to be held by Directors
Directors are not required to hold any qualification shares.
Interest of directors
All the Directors may be deemed to be interested to the extent of fees payable to them, if any, for
attending meetings of the Board or a committee thereof as well as to the extent of other
remuneration and reimbursement of expenses payable to them, if any, under the Articles of
Association, and to the extent of remuneration paid to them, if any for services rendered as an
officer or employee of the Company.
The Directors may also be regarded as interested in the Equity Shares, if any, held by them or by
the companies/firms/ventures promoted by them or that may be subscribed by or allotted to the
companies, firms, trusts, in which they are interested as Directors, members, partners, trustees
and Promoter, pursuant to this Issue. All of the Directors may also be deemed to be interested to
the extent of any dividend payable to them and other distributions in respect of the said Equity
Shares.
The Directors have no interest in any property acquired by the Company.
The Company has not entered into any contract, agreements or arrangements during the
preceding two years from the date of the Information Memorandum in which the directors are
interested directly or indirectly and no payments have been made to them in respect of these
contracts, agreements or arrangements or are proposed to be made to them other than contracts
in the normal course of business and being permitted as per the current rules and regulations
governing the same.
Changes in the Board of Directors in the last 3 years
The following are the changes in the Board of Directors in the last 3 years. To maintain brevity and
to avoid any confusion, this table does not enumerate the instances where the Status or
Designation of the Director has been changed or when the appointment of an Additional Director
has been regularized.
S.
No
Name, Address & DIN Date of
Appointment
Date of
Cessation
Reason
1. Mr. Rajiv Rattan
Address: 60, 2
nd
Floor, Vasant
Vihar, Vasant Marg, New Delhi –
110 057, India
DIN : 00010849
10/5/2005 18/12/2009 Resigned
19/03/2013 - Appointed
2. Mr. Tejinderpal Singh Miglani
10/5/2005 23/08/2011 Resigned
110
Address: A-1/166 ,Ground
Floor, Safdarjung Enclave, New
Delhi - 110029
DIN : 00051485
3. Mr. Aishwarya Katoch
Address: S-43, Greater Kailash
Part 1, New Delhi -110048
DIN : 00557488
07/05/2007 15/11/2010 Resigned
19/03/2013 - Appointed
4. Mr. Kamal Batra
Address: E - 083, Richmond
Park, DLF Phase - 4, Gurgaon,
Haryana- 122002
DIN : 02011630
15/01/2008 07/01/2009 Resigned
5. Mr. Ashish Bhardwaj
Address: 74-160, Shipra Path,
Mansarovar, Jaipur
Rajasthan -302020
DIN : 02457017
18/12/2009 23/08/2011 Resigned
6. Mr. Manish Rathi
Address: 3/257/22 Vidyadhar
Nagar, Sector 3, Jaipur,
Rajasthan -302023
DIN : 03318418
15/11/2010 23/08/2011 Resigned
7. Mr. Ajit Kumar Mittal
Address: 65, 6th Floor,
Geetanjali Apartment, Minu
Desai Road, Near Radio Club,
Colaba, Mumbai 400005,
Maharashtra, India
DIN: 02698115
23/08/2011 - Appointed
8. Mr. Ashwini Omprakash
Kumar
Address: 1701 & 1702 17th
Floor, Ashoka Tower D-Wing, Dr.
SS Rao Road Parel, Mumbai
400012, Maharashtra, India
DIN: 03341114
23/08/2011 - Appointed
9. Mr. Ram Kumar
Address: B-4/221, Safdarjung
Enclave, New Delhi-110029,
Delhi, India
DIN: 00643837
23/08/2011 19/03/2013 Resigned
10. Mr. Karan Singh Khera
Address: 1408, Urban Estate,
JIND 124413, Haryana, India
DIN: 00017236
23/05/2012 - Appointed
111
11. Mr. Sachin Chaudhary
Address: 102, Ram Kuti,
Railway Road, Meerut, U. P.
DIN: 02016992
15/01/2008 19/03/2013 Resigned
12. Mr. Sameer Gehlaut
Address: Indiabulls Finance
Centre, Tower 1, 18th Floor,
Elphinstone Road, Mumbai,
400013, Maharashtra
DIN: 00060783
19/03/2013 - Appointed
13. Mr. Saurabh Kumar Mittal
Address: A -19 - A - Block,
H.No. A - 1 To A - 32, Westend,
Delhi, 110021, Delhi
DIN: 01175382
19/03/2013 Appointed
14. Mr. Gagan Banga
Address: 243, Maker Tower B,
Cuffe Parade, Mumbai 400005,
Maharashtra, India
DIN: 00010894
19/03/2013 - Appointed
15. Mr. Shamsher Singh Ahlawat
Address: 96A, Eastern Avenue,
Sainik Farm, Khanpur, New
Delhi- 110062, Delhi
DIN: 00017480
19/03/2013 - Appointed
16. Mr. Prem Prakash Mirdha
Address: Mirdha Farm, Sirsi
Road, Jaipur- 302012, Rajasthan
DIN: 01352748
19/03/2013 - Appointed
17. Mr. Ram Kumar Sheokand
Address: H. NO. 1197, Urban
Estate, Jind, 126102, Haryana,
DIN: 00183200
19/03/2013 - Appointed
18. Mr. Joginder Singh Kataria
Address: H.NO. 949, Sector-4,
Distt- Gurgaon, Gurgaon-
122001, Haryana
DIN: 05202673
19/03/2013 - Appointed
COMPLIANCE WITH CORPORATE GOVERNANCE CODE
The Company has complied with the requirements of the applicable regulations, including the
listing agreement to be entered in to with the Stock Exchanges and the SEBI Regulations, in
respect of corporate governance including constitution of the Board and Committees thereof. The
corporate governance framework is based on an effective independent Board, separation of the
Board?s supervisory role from the executive management team and constitution of the Board
Committees, as required under law.
112
The Company has a Board constituted in compliance with the Companies Act and listing agreement
to be entered in to with the Stock Exchanges and in accordance with best practices in corporate
governance. The Board functions either as a full Board or through various committees constituted
to oversee specific operational areas. The executive management of the Company provides the
Board detailed reports on its performance periodically.
Composition of Board of Directors
Currently, the Board has 12 Directors. In compliance with Clause 49 of the equity listing
agreement, the Company has 4 Executive Director and 8 Non-Executive Directors, including 6
Independent Directors, on its Board of Directors.
S. NO NAME OF DIRECTOR DESIGNATION STATUS
1. Mr. Sameer Gehlaut Chairman & Whole-Time
Director
Executive Director
2. Mr. Rajiv Rattan Director Non -Executive Director
3. Mr. Saurabh Kumar Mittal Director Non -Executive Director
4. Mr. Gagan Banga CEO & Managing Director Executive Director
5. Mr. Ashwini Omprakash Kumar Deputy Managing Director Executive Director
6. Mr. Ajit Kumar Mittal Whole-Time Director Executive Director
7. Mr. Karan Singh Khera Director Independent Director
8. Mr. Aishwarya Katoch Director Independent Director
9. Mr. Shamsher Singh Ahlawat Director Independent Director
10. Mr. Prem Prakash Mirdha Director Independent Director
11. Mr. Joginder Singh Kataria Director Independent Director
12. Mr. Ram Kumar Sheokhand Director Independent Director
Committees of the Board
Audit Committee
The Audit Committee was re-constituted by a meeting of the Board of Directors held on March 19,
2013. The members of the Audit Committee are:
Sr.
No
Name of the Director Designation in
Committee
Nature of Directorship
1. Mr. Shamsher Singh Ahlawat Chairman Independent Director
2. Mr. Karan Singh Khera Member Independent Director
3. Mr. Aishwarya Katoch Member Independent Director
4. Mr. Gagan Banga Member Executive Director
Mr. Amit Jain, Company Secretary, shall be the Secretary of the Committee.
Terms of reference
The terms of reference of the Audit Committee, inter-alia, include:
To oversee the financial reporting process and disclosure of financial information.
To review with management, quarterly, half yearly and annual financial statements and ensure
their accuracy and correctness before submission to the Board.
To review with management and internal auditors, the adequacy of internal control systems,
approving the internal audit plans and reviewing the efficacy of their function, discussion and
review of periodic audit reports including findings of internal investigations.
To recommend the appointment of the internal and statutory auditors and fixing their
remuneration.
To hold discussions with the statutory and internal auditors.
The scope and function of the Audit Committee are in accordance with Section 292A of the
Companies Act and Clause 49 of the Listing Agreement.
Remuneration Committee
The Remuneration Committee was constituted by a meeting of the Board of Directors held on
March 19, 2013. The members of the Remuneration Committee are:
113
Sr.
No
Name of the Director Designation in
Committee
Nature of Directorship
1. Mr. Aishwarya Katoch Chairman Independent Director
2. Mr. Shamsher Singh Ahlawat Member Independent Director
3. Mr. Prem Prakash Mirdha Member Independent Director
Terms of reference
The terms of reference of Remuneration Committee, inter-alia, include:
To recommend to the Board, compensation terms of the Executive Directors.
To assist the Board in determining and implementing the Company?s Policy on the remuneration of
Executive Directors.
Share Transfer and Shareholder’s Grievance Committee
The Share Transfer and Shareholder?s grievance Committee was constituted on March 19, 2013.
The members of the Share Transfer and Investor Grievance Committee are:
Sr.
No
Name of the Director Designation in
Committee
Nature of Directorship
1. Mr. Aishwarya Katoch Chairman Independent Director
2. Mr. Karan Singh Khera Member Independent Director
3. Mr. Sameer Gehlaut Member Executive Director
4. Mr. Gagan Banga Member Executive Director
5. Mr. Joginder Singh Kataria Member Independent Director
Mr. Amit Jain, Company Secretary, shall be the Secretary of the Committee.
Terms of Reference
The scope, terms of reference and functioning of the Committee is as prescribed under Clause 49
of the Listing Agreement. The primary functions carried out by the Committee are to approve
requests for share transfers and transmissions to approve the requests pertaining to remat of
shares/sub-division/consolidation/issue of renewed and duplicate share certificates etc. and for
this purpose the required authority has been delegated to Mr. Karan Singh Khera.
Compliance with Listing Agreement
The Company in terms of this Information Memorandum intends to list its equity shares and
warrants on BSE and NSE and intends to comply with the requirements under the respective
Listing Agreements of the above-mentioned stock exchanges. Further, we are in compliance with
clause 49 of the listing agreement to the extent applicable to a company seeking listing for the
first time.
Key Management Personnel
In addition to the Mr. Sameer Gehlaut, Chairman & Executive Director, Mr. Gagan Banga, CEO &
Managing Director, Mr. Ashwini Omprakash Kumar, Deputy Managing Director and Mr. Ajit Kumar
Mittal, Executive Director, provided below is the key managerial employee of the Company
Name,
Designation,
Qualifications
Date of
Joining
Age (Years) Term of
office with
date of
expiration
of term
Details of
service
contracts
including
termination
/retirement
benefits
Experience
(years)
Previous
Employment
Amit Jain,
Company
Secretary &
Compliance
Officer
Qualification:
FCS, LLB
19/03/2013 33 N.A. N.A 14 Indiabulls
Financial
Services
Limited
Nature of any family relationship between any of the Key Management Personnel:
None of the above Key Management Personnel are related to each other.
114
Details of any arrangement or understanding with major shareholders, customers,
suppliers or others, pursuant to which any of the Key Management Personnel, was
selected as a director or member of senior management
Nil
No compensation was paid to the Key Management Personnel in the last financial year
pursuant to a bonus or profit-sharing plan
The Key Management Personnel as stated above are Permanent employees of the
Company.
Shareholding of Key Management Personnel
The Key Management Personnel together hold 3,87,50,599 Equity Shares of Rs. 2/- each.
Name No. of shares held
Mr. Sameer Gehlaut 3,76,01,278
Mr. Gagan Banga 11,24,608
Mr. Ashwini Omprakash Kumar 24,713
Mr. Ajit Kumar Mittal Nil
Mr. Amit Jain Nil
Bonus or profit sharing plan of the Key Management Personnel
The Company does not have any bonus or profit sharing plan of the Key Management Personnel.
Interests of Key Management Personnel
The key management personnel of the Company do not have any interest in the Company other
than to the extent of the remuneration, employee stock options held, if any, Equity Shares allotted
under employee stock purchase scheme or benefits to which they are entitled to as per their terms
of appointment and reimbursement of expenses incurred by them during the ordinary course of
business.
None of the key management personnel have been paid any consideration of any nature from the
Company, other than their remuneration.
Changes in the Key Management Personnel
The changes in the key management personnel in the last three years are as follows:
S.
No.
Name Date of Reason
Joining Leaving
1. Mr. Ashwini Omprakash
Kumar, Director
23/08/2011 - Appointed
2. Mr. Sachin Chaudhary,
Director
15/01/2008 19/03/2013 Resignation from
Directorship
3. Mr. Ajit Kumar Mittal,
Director
23/08/2011 - Appointed
4. Mr. Sameer Gehlaut,
Director
19/03/2013 - Appointed
5. Mr. Gagan Banga,
Director
19/03/2013 - Appointed
6. Mr. Ajit Kumar Singh,
Company Secretary
11/08/2007 19/03/2013 Resignation from
the post of
Company
Secretary
7. Mr. Amit Jain, Company
Secretary
19/03/2013 - Appointed
115
Employees
Employee Stock Option Scheme and Employee Stock Purchase Scheme
The Board of Directors of the Company in their meeting dated March 8, 2013, have adopted the
existing Employee Stock Option Schemes of erstwhile Indiabulls Financial Services Limited namely
IBFSL – ICSL ESOP 2006, IBFSL – ICSL ESOP II 2006 and IBFSL ESOP 2008.
The members of the Company at their Meeting dated March 6, 2013 approved the IHFL ESOS -
2013 scheme consisting of 3,90,00,000 stock options representing equivalent number of
underlying equity shares of Rs. 2 each of the Company to be issued to eligible employees of the
Company or its subsidiaries.
The Company does not have any Employee Stock Purchase Scheme.
Other Benefits to the Officers of the Issuer Company
Except the payment of salaries and perquisites, no amount or benefit has been paid or given
within the two preceding years or intended to be paid or given to any employee and there is no
consideration for payment of giving of the benefit.
116
PROMOTERS
Promoters
Prior to the Scheme becoming effective, the Company was a wholly owned subsidiary of Indiabulls
Financial Services Limited (IBFSL). Pursuant to the Scheme becoming effective, the Company has
allotted equity shares to the shareholders of IBFSL on the Record Date. Further, in terms of Clause
26 of the Scheme, the existing shareholding of IBFSL in the Company has been cancelled.
Mr. Sameer Gehlaut, Mr. Rajiv Rattan and Mr. Saurabh Kumar Mittal are presently the Promoters of
the Company.
The details of the Promoters are as follows:
Mr. Sameer Gehlaut
Age 39 years
Personal Address Indiabulls Finance Centre, Tower 1, 18th Floor, Elphinstone Road,
Mumbai, 400013, Maharashtra, India
Educational qualifications
and professional Experience
B.Tech., IIT Delhi
Directorship held in other
companies
1. Indiabulls Finance Company Private Limited
2. Indiabulls Real Estate Limited
3. Indiabulls Power Limited.
4. Karanbhumi Estates Private Limited
5. Meru Minerals Private Limited
6. Ceres Real Estate Private Limited
7. Indiabulls Mining Private Limited
8. Ceres Power Transmission Private Limited
9. Ceres Electricity Distribution Private Limited
10. Indiabulls Electricity Distribution Private Limited
11. Inuus Infrastructure Private Limited
12. Galax Minerals Private Limited
13. Inuus Land Development Private Limited
14. Inuus Real Estate Private Limited
15. Inuus Developers Private Limited
16. Inuus Properties Private Limited
17. Orthia Real Estate Private Limited
18. Orthia Properties Private Limited
19. Ceres Energy Private Limited
20. Mugwort Real Estate Private Limited
21. Valerian Real Estate Private Limited
22. Calleis Real Estate Private Limited
23. Indiabulls Infrastructure And Power Limited
24. Cleta Infracon Private Limited
25. Indiabulls Property Management Trustee Pte. Ltd.
Permanent Account Number AFMPG9469E
Passport Number Z1776388
DIN 00060783
117
Profile: Mr. Sameer Gehlaut is 39 years old and is the founder and Chairman of Indiabulls Group.
Mr. Gehlaut, a first generation entrepreneur, has been spearheading the Group since its inception.
Under his leadership, within a span of 13 years, Indiabulls Group has emerged as a leading
business conglomerate with business interests across sectors. Mr. Gehlaut holds a degree in
mechanical engineering from the Indian Institute of Technology, Delhi.
Declaration: It is confirmed that Permanent Account Number and Passport Number of Mr.
Sameer Gehlaut is being submitted to the Stock Exchanges on which Shares are proposed to be
listed, at the time of filing of Information Memorandum with them.
Mr. Rajiv Rattan
Age 40 years
Personal Address 60, 2
nd
Floor, Vasant Vihar, Vasant Marg, New Delhi – 110 057,
INDIA
Educational qualifications
and professional
Experience
B.Tech., IIT Delhi
Directorship held in other
companies
1. Indiabulls Real Estate Limited
2. Indiabulls Life Insurance Company Limited
3. Indiabulls CSEB Bhaiyathan Power Limited
4. Indiabulls Power Limited.
5. Indiabulls Realtech Limited
6. Spire Constructions Private Limited
7. Ceres Real Estate Private Limited
8. Indiabulls Mining Private Limited
9. Ceres Power Transmission Private Limited
10. Ceres Electricity Distribution Private Limited
11. Indiabulls Electricity Distribution Private Limited
12. Priapus Developers Private Limited
13. Nettle Constructions Private Limited
14. Priapus Land Development Private Limited
15. Priapus Constructions Private Limited
16. Arcelormittal Indiabulls Mining Private Limited
17. Ceres Energy Private Limited
18. Heliotrope Real Estate Private Limited
19. Antheia Infrastructure Private Limited
20. Antheia Constructions Private Limited
21. Indiabulls Infrastructure And Power Limited
22. Cleta Land Development Private Limited
23. Antheia Buildcon Private Limited
24. Tupelo Properties Private Limited
25. Indiabulls Property Management Trustee Pte. Ltd.
Permanent Account
Number
AESPR3957D
Passport Number G8799401
DIN 00010849
118
Profile: Mr. Rajiv Rattan, aged 40, graduated with a degree in electrical engineering from the
Indian Institute of Technology, Delhi in the year 1994. He is the Co-Founder of the Indiabulls
group of companies. He was selected by Schlumberger for its international services business in
1994, where he worked for over 5 years and gained extensive experience in international best
practices, process management, and risk management, which he brought to Indiabulls Group as
one of the founders of the Company. He has gained extensive experience in the Financial Services
Sector, and has developed understanding of risk management, efficient processes and operational
excellence. Mr. Rattan?s hands on operations style combined with his systems orientation has laid
the foundation for the sustained growth and scalability of the group?s businesses, particularly in
the financial services.
Declaration: It is confirmed that Permanent Account Number and Passport Number of Mr. Rajiv
Rattan is being submitted to the Stock Exchanges on which Shares are proposed to be listed, at
the time of filing of Information Memorandum with them.
Mr. Saurabh Kumar Mittal
Age 39 years
Personal Address A -19 - A - Block, H. No. A - 1 To A - 32, Westend, Delhi - 110021, INDIA.
Educational qualifications
and professional
Experience
B. Tech., IIT Delhi, MBA from Harvard Business School
Directorship held in other
companies
1. Indiabulls Real Estate Limited
2. Indiabulls Power Limited.
3. Ceres Trading Services Private Limited
4. Ceres Real Estate Private Limited
5. Indiabulls Mining Private Limited
6. Ceres Power Transmission Private Limited
7. Ceres Electricity Distribution Private Limited
8. Indiabulls Electricity Distribution Private Limited
9. Hespera Realty Private Limited
10. Lucerne Trading Services Private Limited
11. Hespera Land Development Private Limited
12. Hespera Realcon Private Limited
13. Ceres Energy Private Limited
14. Alona Builders And Developers Private Limited
15. Cleta Infrastructure Private Limited
16. Cleta Buildcon Private Limited
17. Indiabulls Infrastructure And Power Limited
18. Reyna Infracon Private Limited
Permanent Account Number ANAPM2488D
Passport Number Z1583525
DIN 01175382
Profile: Mr. Saurabh Kumar Mittal, aged 39, graduated with a degree in Electrical Engineering
from the Indian Institute of Technology, Delhi and also hold a Masters in Business Administration
from the Harvard Business School, where he was elected Baker Scholar. Previously, Mr. Mittal has
worked at Citigroup Asset Management, Altgate Capital and Farallon Capital Management. He is a
Co-founder of Indiabulls group of companies, and has provided strategic vision and oversight to
the group?s development.
Declaration: It is confirmed that Permanent Account Number and Passport Number of Mr.
Saurabh Kumar Mittal is being submitted to the Stock Exchanges on which Shares are proposed to
be listed, at the time of filing of Information Memorandum with them.
119
CURRENCY OF PRESENTATION
In the Information Memorandum, all references to “Rupees” and “Rs.” and “Indian Rupees” are to
the legal currency of the Republic of India. Through out the sections on „Financial Information? and
„Summary of Financial Information? and „Management?s Discussion and Analysis of Financial
Condition and Results of Operations? in the Information Memorandum figures have been expressed
in lacs. The term „lacs? means „One Hundred Thousand?.
Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management?s Discussion
and Analysis of Financial Conditions and Results of Operations” and elsewhere in the Information
Memorandum, unless otherwise indicated, have been calculated on the basis of our financial
statements prepared in accordance with Indian GAAP. In the Information Memorandum, any
discrepancies in any table between total and the sum of the amounts listed are due to rounding-
off.
120
DIVIDEND POLICY
Under the Companies Act, an Indian company pays dividends (both interim and final) upon the
declaration/recommendation by its board of directors and / or approval by a majority of the
shareholders (in case of final dividend), who have the right to decrease but not to increase the
amount of the dividend recommended by the Board of Directors, at the AGM. Under the
Companies Act, dividends may be paid out of profits of a company in the year in which the
dividend is declared or out of the undistributed profits or reserves of previous fiscal years or out of
both.
The management usually considers the above, and also takes into account the following facts:
? Large and diversified shareholders? base among both institutions and retail investors.
? The promoters? cumulative holding.
? Importance of maintaining and restoring the shareholders? confidence in times when
capital market conditions have been extremely challenging
? Importance of ensuring a minimum critical return to shareholders on their investment in
light of severe correction in the markets post 2008 meltdown, which resulted in substantial
erosion in shareholders? value.
? Capital requirements of the business
Since, it?s in the company?s strategic interest to reward shareholders to retain their loyalty and
trust in the company, particularly when the share price has been languishing, the Board of
Directors of the Company shall have the discretion to recommend payment of a substantial portion
of consolidated profit, net of tax, as dividend. Under the Companies Act, dividends can only be
paid in cash to shareholders listed on the register of shareholders or those persons whose names
are entered as beneficial owners in the record of the depositories on the date specified as the
record date or book closure date. A listed company in India may declare and disclose the dividend
it issues only on a per share basis.
Warrant holders shall not be entitled to any dividend or any other corporate benefits,
which may be declared or announced by our Company from time to time, until such time
that the Warrants are exercised into the underlying Equity Shares of the Issuer in
accordance with the Conditions therein.
Under current Indian tax laws, dividends are not subject to income tax in India in the hands of the
recipient. However, a company is liable to pay a dividend distribution tax as applicable from time
to time on the total amount distributed as dividend. Currently Dividend distribution tax rate is 15%
plus surcharge at 5% per cent plus education cess on dividend distribution tax and surcharge at
the rate of three per cent.
121
SECTION V- FINANCIAL INFORMATION
FINANCIAL INFORMATION OF OUR COMPANY
Financial Information of Indiabulls Housing Finance Limited, on a standalone basis for the financial
years ended March 31, 2009, 2010, 2011, 2012 and 2013 and on a consolidated basis for the
financial year ended March 31, 2013 are included herein:
AUDITOR’S REPORT
To,
The Board of Directors
Indiabulls Housing Finance Limited
“Indiabulls House”, 448 – 451,
Udyog Vihar, Phase V,
Gurgaon - 122016
Haryana
Dear Sirs,
We have been requested by Indiabulls Housing Finance Limited (“IBHFL” or “the
Company”) to furnish a report on the financial information (annexed hereto) in
accordance with the terms of our Engagement Letter dated April 25, 2013, in connection
with the proposed Listing of Equity Shares of the Company, pursuant to the Scheme of
Arrangement involving the merger of Indiabulls Financial Services Limited (“IBFSL”, “the
erstwhile Holding Company”) with the Company in terms of the provisions of Sections
391 to 394 of the Indian Companies Act, 1956, approved by the Hon?ble High Court of
Delhi at New Delhi, vide its Order dated December 12, 2012 (“the Scheme”).
Based on our examination carried out in accordance with the terms of our Engagement
Letter dated April 25, 2013 and the „(Revised) Guidance Note on Reports in Company
Prospectuses? issued by the Institute of Chartered Accountants of India („ICAI?) we report
as follows:
Financial Information as per Restated Summary Statements
We have examined the following Restated Summary Statements prepared by the
Company in accordance with the requirements of paragraph B(1) of Part II of Schedule II
of the Companies Act, 1956 (“the Act”) and the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009 (“SEBI Regulations”),
which have been approved by the Board of Directors of the Company and are attached in
the following Annexures to this report:
Annexure I: „Restated Standalone Summary Statement of Assets and Liabilities? as at
March 31, 2013, March 31, 2012, March 31, 2011, March 31, 2010 and March 31, 2009;
Annexure II: „Restated Standalone Summary Statement of Profit and Loss? for each of
the financial years ended March 31, 2013, March 31, 2012, March 31, 2011, March 31,
2010 and March 31, 2009;
Annexure III: „Restated Standalone Summary Statement of Cash Flows? for each of the
financial years ended March 31, 2013, March 31, 2012, March 31, 2011, March 31, 2010
and March 31, 2009;
Annexure V: „Restated Consolidated Summary Statement of Assets and Liabilities? as at
March 31, 2013;
Annexure VI: „Restated Consolidated Summary Statement of Profit and Loss? for the
financial year ended March 31, 2013; and
Annexure VII: „Restated Consolidated Summary Statement of Cash Flows? for the
financial year ended March 31, 2013.
Based on our examination of the financial information included in the above Restated
Summary Statements, we state as follows:
122
The Restated Summary Statements are based on and have been extracted by the
Management of the Company from the audited standalone financial statements of the
Company for the financial years ended March 31, 2013, March 31, 2012, March 31,
2011, March 31, 2010, March 31, 2009 and from the audited consolidated financial
statements of the Company for the financial year ended March 31, 2013;
The financial information in the Restated Summary Statements has been arrived at after
making adjustments and regroupings as, in our opinion, were appropriate and more fully
described in Note No. 42 of Annexure IV: „Notes forming part of the Restated Standalone
Summary Statements? and in Note No. 37 of Annexure VIII: „Notes forming part of the
Restated Consolidated Summary Statements?;
The Restated Summary Statements have been made after incorporating (i) material
adjustments for the changes in accounting policies retrospectively in the respective
financial years to reflect the same accounting treatment as per the changed accounting
policy for all the reporting periods; and (ii) adjustments for the material amounts in the
respective years to which they relate;
There are no extraordinary items that need to be disclosed separately; and
There are no qualifications in the auditors? reports on the said audited financial
statements that require adjustments.
Based on our examination of the above mentioned Standalone and Consolidated
Restated Summary Statements read with Annexure IV: „Notes forming part of the
Restated Standalone Summary Statements? and Annexure VIII: „Notes forming part of
the Restated Consolidated Summary Statements? respectively, attached to this report, as
appropriate, we state that in our opinion the „Restated Summary Statements? and
„Restated Other Financial Information? have been prepared by the Management of the
Company in accordance with Paragraph B(1) of Part II of Schedule II of the Act, the SEBI
Regulations and in terms of our Engagement Letter dated April 25, 2013.
Restated Other Financial Information
We have also examined the following „Restated Other Financial Information? as set out in
Annexures prepared by the Management of the Company and approved by the Board of
Directors of the Company, attached to this report:
Annexure IX: „Restated Statement of Standalone Accounting and Other Ratios? for the
financial years ended March 31, 2013, March 31, 2012, March 31, 2011, March 31, 2010
and March 31, 2009;
Annexure X: „Restated Statement of Standalone Tax Reconciliation? for the financial
years ended March 31, 2013, March 31, 2012, March 31, 2011, March 31, 2010 and
March 31, 2009;
Annexure XI: „Restated Standalone Capitalisation Statement? for the financial years
ended March 31, 2013, March 31, 2012, March 31, 2011, March 31, 2010 and March 31,
2009; and
Annexure XII: „Statement of Standalone Dividends? for the financial years ended March
31, 2013, March 31, 2012, March 31, 2011, March 31, 2010 and March 31, 2009.
We did not perform audit tests for the purpose of expressing an opinion on individual
balances of account or summaries of selected transactions, and accordingly, we express
no opinion thereon. We have not audited any financial statements / information of the
Company as of any date or for any period subsequent to March 31, 2013. Accordingly,
we express no opinion on the financial position, results of operations or cash flows of the
Company as of any date or for any period subsequent to March 31, 2013.
123
This report should not be in any way construed as a re-issuance or re-dating of any of
the previous audit reports issued by us or by other firms of Chartered Accountants, nor
should this report be construed as a new opinion on any of the financial statements
referred to herein.
Our report is intended solely for the use of the Management of the Company and for
inclusion in the Information Memorandum in connection with the proposed listing of
Equity Shares of the Company. Our report should not be used, referred to or distributed
for any other purpose except with our prior consent in writing.
For Deloitte Haskins & Sells
Chartered Accountants
(Firm Registration No. 117366W)
Sd/-
A. Siddharth
Partner
(Membership No. 031467)
Mumbai: May 16, 2013
124
Annexure I: Restated Standalone Summary Statement of Assets and Liabilities
Particulars Note
No
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
I. EQUITY
AND
LIABILITIES
(1)
Shareholder's
Funds
Share Capital 3
62,50,22,334
1,55,68,96,560
1,55,68,96,560
1,35,00,00,000
1,35,00,00,000
Reserves and
Surplus
4
47,63,71,90,332
7,99,40,46,332
5,77,80,89,939
2,20,34,51,659
2,01,28,62,316
Money
received
against share
warrants
5
1,12,81,50,000
-
-
-
-
(2) Non-
Current
Liabilities
Long-term
borrowings
6
1,82,34,45,98,867
44,96,25,77,777
22,81,94,44,444
6,11,04,33,366
2,49,35,25,969
Deferred tax
liabilities (Net)
7
-
-
-
7,50,47,188
14,20,74,002
Other Long-
term liabilities
8
7,83,79,523
2,32,548
2,21,998
-
-
Long-term
provisions
9
3,66,95,33,718
37,57,08,478
11,18,40,747
4,60,46,506
4,16,37,581
(3) Current
Liabilities
Short-term
borrowings
10
63,81,01,39,094
13,12,58,27,156
1,26,16,17,511
1,02,96,57,530
1,46,82,84,306
Trade
payables
11
2,85,29,227
10,63,764
12,76,947
22,66,382
5,73,332
Other current
liabilities
12
77,94,70,55,331
6,13,88,39,587
4,37,25,80,721
3,41,86,93,852
2,10,83,35,006
Short-term
provisions
13
8,21,52,69,504
20,81,72,052
28,97,49,614
3,63,07,347
3,99,91,155
Total
3,85,48,38,67,930
74,36,33,64,254
36,19,17,18,481
14,27,19,03,830
9,65,72,83,667
II.ASSETS
(1) Non-
current assets
Fixed assets 14(a
to e)
(i) Tangible
assets
44,07,40,721
5,89,28,602
5,67,81,962
3,40,16,740
2,92,22,361
(ii) Intangible
assets
85,19,726
8,54,265
13,16,249
47,48,802
87,58,623
Non-current
investments
15
3,24,92,50,000
-
-
-
-
Deferred tax
assets (net)
16
1,63,16,88,292
10,65,03,091
3,29,39,174
-
-
Long-term
loans and
advances
17
2,63,16,98,92,344
67,96,35,81,997
32,89,05,26,787
7,57,53,83,283
6,78,45,10,886
Other non-
current assets
18
4,83,72,87,544
1,83,93,699
15,45,54,930
14,49,12,934
-
(2) Current
assets
Current
investments
19
21,68,61,77,570
43,00,00,000
1,31,46,45,888
3,73,05,17,256
58,01,07,025
Trade
receivables
20
1,80,72,196
- - - -
Cash and bank
balances
21
48,45,52,68,974
82,30,41,463
6,85,37,351
1,70,30,98,758
32,18,66,217
125
Short-term
loans and
advances
22
38,46,64,66,458
4,14,54,38,621
1,38,51,65,653
94,90,00,333
1,45,98,61,640
Other current
assets
23
3,52,05,04,105
81,66,22,516
28,72,50,487
13,02,25,724
47,29,56,915
Total
3,85,48,38,67,930
74,36,33,64,254
36,19,17,18,481
14,27,19,03,830
9,65,72,83,667
Note:
-
-
-
-
-
The above statement should be read with the Notes to the Restated Standalone Summary Statement of Assets
and Liabilities, Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in
Annexure – IV.
Annexure II: Restated Standalone Summary Statement of Profit and Loss
Particulars Note
No
Year ended
March 31,
2013
Year ended
March 31,
2012
Year ended
March 31,
2011
Year ended
March 31,
2010
Year ended
March 31,
2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(1) Revenue
from operations
24
46,58,06,30,195
7,85,50,67,529
3,10,23,90,068
1,77,17,47,331
1,80,82,99,021
(2) Other
income
25
48,13,73,265
3,44,46,504
7,14,44,816
79,274
1,06,635
(3) Total
revenue (1+2)
47,06,20,03,460
7,88,95,14,033
3,17,38,34,884
1,77,18,26,605
1,80,84,05,656
(4) Expenses
Employee
benefit expense
26
2,03,62,24,930
12,03,16,575
20,47,62,901
24,39,76,655
25,09,46,919
Interest and
Finance charges
27
26,03,58,24,918
3,80,69,28,096
1,35,25,81,188
80,74,61,149
72,71,57,389
Depreciation
and
amortisation
expense
14(a
to e)
9,21,10,194
1,05,51,594
1,61,91,680
1,04,81,849
98,66,717
Other
expenses
28 2,85,66,76,868 49,90,56,859 50,88,33,196 45,57,47,914 53,82,07,778
Total expenses
31,02,08,36,910
4,43,68,53,124
2,08,23,68,965
1,51,76,67,567
1,52,61,78,803
(5) Profit before
tax (3-4)
16,04,11,66,550
3,45,26,60,909
1,09,14,65,919
25,41,59,038
28,22,26,853
(6) Tax expense
Current tax
expense
3,61,94,80,524
1,02,63,51,468
41,11,78,091
13,71,21,680
23,51,54,140
Deferred tax
charge/(credit)
(Net)
14,26,16,472
(7,35,63,917)
(10,79,86,362)
(6,70,26,814)
(17,65,13,351)
Total Tax
Expense
3,76,20,96,996
95,27,87,551
30,31,91,729
7,00,94,866
5,86,40,789
(7) Profit after
tax (5-6)
12,27,90,69,554
2,49,98,73,358
78,82,74,190
18,40,64,172
22,35,86,064
(8) Restated
Adjustments
(Refer
Note 42)
1,00,353
(1,55,876)
67,39,470
(65,25,171)
(25,39,780)
(9) Adjusted
Profit after tax
(7-8)
12,27,89,69,201
2,50,00,29,234
78,15,34,720
19,05,89,343
22,61,25,844
(10) Earnings
per Equity
share as
restated:
34
Basic
39.34
16.06
5.71
1.41
1.68
Diluted
38.12
16.06
5.71
1.41
1.68
Face value per
Equity share
2.00
10.00
10.00
10.00
10.00
126
Note:
The above statement should be read with the Notes to the Restated Standalone Summary Statement of Assets
and Liabilities, Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in
Annexure – IV.
Annexure III: Restated Standalone Summary Statement of Cash Flows
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
ended March
31, 2011
For the Year
ended March
31, 2010
For the Year
ended March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
A Cash flows from
operating
activities :
Profit before tax
as restated
16,04,11,66,550 3,45,26,60,909 1,09,14,65,919 25,41,59,038 28,22,26,853
Adjustments for:
Employee Stock
Compensation
75,63,100
-
- - -
Provision for
Gratuity
84,01,930 (53,80,115) 25,85,126 10,97,109 30,90,814
Provision for
Compensated
Absences
31,40,745 (22,00,582) 5,88,567 6,55,914 16,05,692
Provision for
Superannuation
9,79,72,503
-
- - -
Provision for
Loan Assets
32,35,12,490 3,83,33,310 2,26,09,943 (7,64,92,963) 2,07,78,809
Contingent
Provisions
against Standard
Assets
22,36,68,551
7,06,88,886
6,32,35,736
- -
Depreciation /
Amortisation
9,21,10,194
1,05,51,594
1,61,91,680 1,04,81,849 98,66,717
Bad debts
/Advances
written off
66,81,54,038
8,53,62,258
5,87,39,299
- -
Investment
written off (Net)
73,94,643
-
- - -
Loss on sale of
Fixed Assets
41,58,906
9,92,001
10,945
12,38,246 2,41,162
(Unrealised) /
Realised gains on
appreciation of
Mutual Fund
Investments
(15,13,896)
18,16,070
(15,73,444)
- -
127
(Current
Investments)
Operating Profit
before working
capital changes
17,47,57,29,754
3,65,28,24,331
1,25,38,53,771
19,11,39,193 31,78,10,047
Adjustments for:
Trade and Other
Receivables
1,18,29,77,653
(44,28,83,210)
(15,82,941)
42,96,20,309 50,36,48,820
Loans and
Advances
(49,91,72,57,844)
(37,91,26,57,732)
(26,01,20,18,924)
(41,08,94,617) (81,34,65,823)
Trade Payables
and other
liabilities
(Refer Note
2 below)
4,39,60,73,556
1,72,67,45,122
1,04,39,55,877
55,40,88,325 (1,09,07,81,256)
Cash used in
operations
(26,86,24,76,881)
(32,97,59,71,489)
(23,71,57,92,217)
76,39,53,210 (1,08,27,88,212)
Income taxes
paid (Net)
(2,92,11,27,383)
(1,08,90,19,031)
(16,34,07,961)
(15,67,32,732) (24,34,63,605)
Net cash (used
in) /generated
from operating
activities
(29,78,36,04,264)
(34,06,49,90,520)
(23,87,92,00,178)
60,72,20,478 (1,32,62,51,817)
B Cash flows from
investing
activities
Purchase of Fixed
Assets
(11,27,20,777)
(1,37,21,207)
(3,60,54,108)
(1,26,79,703) (6,39,674)
Sale of Fixed
Assets
51,70,553
4,92,956
5,18,814
1,75,050 4,44,676
Capital Advances
2,44,677
68,89,537
(64,90,962)
6,82,756 (9,11,506)
Proceeds from
deposit accounts
-
-
19,01,31,903
- -
Investment in
deposit accounts
(2,82,98,31,814)
(47,22,23,080)
1,91,24,000
- -
Investments in
Subsidiaries/Long
term
Investments
(2,02,50,00,000)
-
- - -
Proceeds from
long term
Investment
written off
(Refer Note
15(7))
2,96,157
-
- - -
Proceeds from
Investments in
- - -
128
Mutual Funds /
Other Current
Investments
(Net)
2,32,81,21,441 (43,00,00,000)
Net cash (used
in) / generated
from investing
activities
(2,63,37,19,763) (90,85,61,794) 16,72,29,647 (1,18,21,897) (11,06,504)
C Cash flows from
financing
activities
Proceeds from
Issue of Equity
Share through
ESOPs (Including
Securities
Premium)
6,81,87,021
-
3,00,00,00,120
- -
Proceeds from
Issue of Share
Warrants
1,12,81,50,000
-
- - -
Distribution of
Equity Dividends
(including
Corporate
Dividend Tax
thereon)
(7,43,10,26,841)
-
- - -
Debenture issue
expenses
(96,29,62,366)
(10,36,50,561)
- - -
Short term Loans
to Subsidiary
(1,40,00,00,000)
-
- - -
Proceeds from
Short term Loans
(Net)
- (28,00,00,000) - (60,50,48,000) 23,50,48,000
Proceeds from
Term loans-(Net)
17,14,76,90,906
21,80,74,44,444
16,54,35,74,470
1,72,48,70,967 2,48,20,65,098
(Repayment of) /
Proceeds from
issue of
Commercial
Papers (Net)
(2,96,50,00,000) 6,87,50,00,000 (50,00,00,000) 50,00,00,000 -
Net proceeds
from Issue of
Secured
Redeemable
Non-Convertible
Debentures
23,45,39,18,000 2,12,50,00,000 7,50,00,000 2,65,00,00,000 -
Proceeds from
issue of
Unsecured Non
Convertible
-
3,00,00,00,000
- - -
129
Debentures
Net proceeds
from issue of
Subordinated
Debt
5,33,38,00,000
1,25,00,00,000
- - -
Proceeds from
issue of
Perpetual Debt
1,00,00,00,000
-
- - -
Net proceeds
from Working
capital loans
13,50,00,00,000 (73,07,90,355) 73,15,21,625 (33,35,78,776) (90,69,24,129)
Net cash
generated from
financing
activities
48,87,27,56,720 33,94,30,03,528 19,85,00,96,215 3,93,62,44,191 1,81,01,88,969
D Net Increase/
Decrease in cash
and cash
equivalents (
A+B+C )
16,45,54,32,693 (1,03,05,48,786) (3,86,18,74,316) 4,53,16,42,772 48,28,30,648
E Cash and cash
equivalents at
the beginning of
the year
35,08,18,383 1,38,13,67,169 5,24,32,41,485 71,18,41,339 22,90,10,691
Cash and cash
equivalents
received on
merger under
Scheme of
Arrangement
48,83,99,28,555
F Cash and cash
equivalents at
the end of the
year (D + E)
(Refer Note 5
below)
65,64,61,79,631 35,08,18,383 1,38,13,67,169 5,24,34,84,111 71,18,41,339
130
Notes:
1. The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting
Standard (AS) - 3 on 'Cash Flow Statements', as notified under the Companies (Accounting Standards)
Rules, 2006, as amended.
2. Trade payables and other liabilities include Rs. 2,10,84,02,244 (2011-12 Rs. 6,34,59,837, 2010-11 Rs.
11,91,46,077, 2009-10 Rs. 24,75,90,202, 2008-09 Rs.12,13,36,022) being amount payable on assigned
loans.
3. Margin Deposits of Rs. 4,72,95,85,347 (2011-12 Rs. 19,05,48,758, 2010-11 Rs. Nil, 2009-10 Rs. Nil,
2008-09 Rs. 19,01,31,903) have been placed as collateral for Assignment deals on which assignees have a
paramount lien.
4. Deposits of Rs. 39,77,205 (Previous Year Rs. Nil) are under lien with Bank.
5. Cash and cash equivalents at the end of the year include:
Cash and Bank
Balances (Refer
Note 21)
48,45,52,68,974
82,30,41,463
6,85,37,351
1,70,30,98,758
32,18,66,217
Current
Investments in
Units of Mutual
Funds / Other
Current
Investments
considered as
temporary
deployment of
funds
(Refer Note 19)
17,55,61,77,570
-
1,31,46,45,888
3,73,05,17,256
58,01,07,025
66,01,14,46,544
82,30,41,463
1,38,31,83,239
5,43,36,16,014
90,19,73,242
Less: In deposit
accounts having
maturity of more
than 3 months
36,34,57,207
47,22,23,080
-
19,01,31,903
19,01,31,903
Less: Unrealised
gains on
appreciation of
Mutual Fund
Investments
(Current
Investments)
18,09,706
-
18,16,070
-
-
Cash and cash
equivalents as
restated
65,64,61,79,631
35,08,18,383
1,38,13,67,169
5,24,34,84,111
71,18,41,339
6. Unclaimed Dividend account balance in designated bank accounts are not available for use by the
Company.
(Refer Note 21)
7. Previous Year's figures are regrouped wherever considered necessary to conform with Current Year's
groupings and classification
131
8. Figures from the year ended March 31, 2009 to March 31, 2012 are not comparable with figures for the
period ended March 31, 2013 due to the Scheme of Arrangement between the Company and the erstwhile
Holding company
(Refer Note 39)
Note:
The above statement should be read with the Notes to the Restated Standalone Summary Statement of Assets
and Liabilities, Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in
Annexure – IV.
Annexure IV: Notes forming part of Restated Standalone Summary Statements
(1)
Significant Accounting Policies
(i) Basis of Accounting:
The financial information are prepared under the historical cost convention on an accrual basis in
accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) and Accounting
Standards (AS) as notified by the Companies (Accounting Standards) Rules, 2006, as amended.
(ii) Prudential Norms:
The Company follows The Housing Finance Companies (NHB) Directions, 2010 ("NHB Directions,
2010") as amended from time to time, in respect of income recognition, income from investments,
accounting of investments, asset classification, disclosures in the Balance Sheet and provisioning.
Accounting Standards (AS) as notified by the Companies (Accounting Standards) Rules, 2006, as
amended and Guidance Notes issued by The Institute of Chartered Accountants of India (“ICAI”) are
followed insofar as they are not inconsistent with the NHB Directions, 2010.
(iii) Use of Estimates:
The preparation of financial information in conformity with Indian GAAP requires the Management to
make estimates and assumptions that affect the reported amount of assets and liabilities on the date
of the financial information and the reported amount of revenues and expenses during the reporting
period. Differences between the actual result and estimates are recognised in the year in which the
results are known / materialised.
(iv) Revenue Recognition:
Interest Income from financing and investing activities and others is recognised on an accrual basis.
In terms of the NHB Directions, 2010, interest income on Non-performing assets ('NPAs') is
recognised only when it is actually realised.
Processing Fees in respect of loans given is recognised on sanction / disbursement as per the terms
of the contract.
Income from Fee based Advisory Services is recognised on an accrual basis.
Commission on insurance policies sold is recognised when the Company under its agency code sells
the insurance policies and when the same is accepted by the principal insurance company.
Repayment of loans is as stipulated in the respective loan agreements or by way of Equated Monthly
Installments (EMI?s) comprising principal and interest. EMI?s commence once the entire loan is
disbursed. Pending commencement of EMI's, Pre-EMI interest is payable every month and accounted
for on accrual basis.
Dividend income on Equity shares is recognised when the right to receive the dividend is
unconditional as at the Balance Sheet date. In terms of the Housing Finance Companies (NHB)
Directions 2010, Dividend Income on units of Mutual Fund(s) held by the Company are recognised on
cash basis as per the NHB Directions, 2010.
132
(v) Securitisation / Assignment of Loan portfolio:
Derecognition of loans assigned/securitised in the books of the Company, recognition of gain / loss
arising on securitisation /assignment and accounting for credit enhancements provided by the
Company is based on the guidelines issued by The Institute of Chartered Accountants of India.
Derecognition of loans assigned / securitised in the books of the Company is based on the principle of
surrender of control over the loans resulting in a “true sale” of loans.
Residual income on Assignment / Securitisation of Loans is recognised over the life of the underlying
loans and not on an upfront basis.
Credit enhancement in the form of cash collateral, if provided by the Company, by way of deposits is
included under Cash and bank balances / Loans and Advances, as applicable.
(vi)
Fixed Assets:
(a) Tangible Assets:
Tangible fixed assets are stated at cost, net of tax / duty credits availed, less accumulated
depreciation / impairment losses, if any. Cost includes original cost of acquisition, including incidental
expenses related to such acquisition and installation.
(b) Intangible Assets:
Intangible assets are stated at cost, net of tax / duty credits availed, less accumulated amortisation /
impairment losses, if any. Cost includes original cost of acquisition, including incidental expenses
related to such acquisition.
(vii) Depreciation / Amortisation:
Depreciation on tangible fixed assets is provided on straight-line method at the rates specified in
Schedule XIV to the Companies Act, 1956. Depreciation on additions to fixed assets is provided on a
pro-rata basis from the date the asset is put to use. Leasehold improvements are amortised over the
period of Lease. Depreciation on sale / deduction from fixed assets is provided for up to the date of
sale / deduction, as the case may be. Assets costing less than Rs. 5,000 each are fully depreciated in
the year of capitalisation.
Intangible assets consisting of Software are amortised on a straight line basis over a period of four
years from the date when the assets are available for use.
(viii) Impairment of Assets:
The Company assesses at each Balance Sheet date whether there is any indication that an asset may
be impaired. If any such indication exists, the Company estimates the recoverable amount of the
asset. The recoverable amount is the higher of an asset?s net selling price and its value in use. If such
recoverable amount of the asset or the recoverable amount of the cash generating unit to which the
asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable
amount. The reduction is treated as an impairment loss and is recognised in the Statement of Profit
and Loss. If at the Balance Sheet date there is an indication that if a previously assessed impairment
loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the
recoverable amount.
(ix)
Taxes on Income: Current tax is determined as the tax payable in respect of taxable income for the
year and is computed in accordance with relevant tax regulations. Deferred tax resulting from timing
differences between accounting income and taxable income is accounted for at the tax rates and the
tax laws substantively enacted as at the Balance Sheet date, to the extent that the timing differences
are expected to crystallise / capable of reversal in one or more subsequent periods. Deferred Tax
Assets are recognised where realisation is reasonably certain whereas in case of carried forward
losses or unabsorbed depreciation, deferred tax assets are recognised only if there is virtual certainty
of realisation backed by convincing evidence that there will be sufficient future taxable income
available to realise such assets. Deferred Tax Assets are reviewed for the appropriateness of their
respective carrying values at each Balance Sheet date.
(x) Fringe Benefits Tax:
Fringe Benefits Tax has been provided in accordance with the provisions of the Income Tax Act, 1961
and the Guidance Note on Accounting for Fringe Benefits Tax issued by the Institute of Chartered
Accountants of India. Pursuant to the enactment of the Finance Act, 2009, Fringe Benefit Tax stands
abolished.
(xi) Share/Debenture Issue Expenses and Premium/Discount on Issue:
Share / Debenture issue expenses, net of tax, are adjusted against the Securities Premium Account,
as permissible under Section 78(2) of the Companies Act, 1956, to the extent of balance available
and thereafter, the balance portion is charged to the Statement of Profit and Loss, as incurred.
Premium / Discount on Issue of debentures, net of tax, are adjusted against the Securities Premium
Account, as permissible under Section 78(2) of the Companies Act, 1956, to the extent of balance
available and thereafter, the balance portion is charged to the Statement of Profit and Loss, as
incurred.
133
(xii) Investments:
Investments are classified as long term and current investments. Long term investments are carried
individually at cost less provision, if any, for diminution other than temporary in the value of such
investments. In terms of NHB Directions, 2010, quoted Current investments are valued at lower of
cost or market value. Unquoted current investments in units of Mutual Funds are valued as per Net
Asset Value of the Plan. Provision for diminution in value of investments is made in accordance with
the NHB Directions, 2010 and Accounting Standard (AS) - 13 „Accounting for Investments? as notified
by the Companies (Accounting Standards) Rules, 2006, as amended.
(xiii) Employee benefits:
The Company?s contribution to Provident Fund is charged to the Statement of Profit and Loss. The
Company has unfunded defined benefit plans as Compensated Absences and Gratuity for all eligible
employees, the liability for which is determined on the basis of an actuarial valuation at the end of
the year using the 'Projected Unit Credit Method'. Actuarial gains and losses comprise experience
adjustments and the effects of changes in actuarial assumptions and are recognised in the Statement
of Profit and Loss as income or expenses, as applicable. Superannuation (Pension & Medical
coverage) payable to a Director on retirement is actuarially valued at the end of the year using the
Projected Unit Credit Method. Actuarial gains and losses comprise experience adjustments and the
effects of change in actuarial assumptions and are recognised in the Statement of Profit and Loss as
income or expenses as applicable.
(xiv) Commercial Papers:
The liability is recognised at the face value of the Commercial Paper at the time of its issue. The
discount on issue of Commercial Papers is amortised over the tenure of the instrument.
(xv) Borrowing Costs:
Borrowing costs that are attributable to the acquisition, construction or production of qualifying
assets are capitalised as part of cost of the asset. All other borrowing costs are charged to the
Statement of Profit and Loss.
(xvi) Deferred Employee Stock Compensation Cost:
Deferred employee stock compensation cost for stock options are recognised on the basis of generally
accepted accounting principles and are measured by the difference between the intrinsic value of the
Company?s shares of stock options at the grant date and the exercise price to be paid by the option
holders. The compensation expense is amortised over the vesting period of the options. The fair value
of options for disclosure purpose is measured on the basis of a valuation certified by an independent
firm of Chartered Accountants in respect of stock options granted.
(xvii) Leases:
In case of assets taken on operating lease, the lease rentals are charged to the Statement of Profit
and Loss on a straight line basis in accordance with Accounting Standard (AS) 19 – Leases as notified
by the Companies (Accounting Standards) Rules, 2006, as amended.
(xviii) Segment reporting:
The Company identifies primary segments based on the dominant source, nature of risks and returns
and the internal organisation and management structure. The operating segments are the segments
for which separate financial information is available and for which operating profit/loss amounts are
evaluated regularly by the executive Management in deciding how to allocate resources and in
assessing performance.
(xix) Derivative Transactions:
The Company has entered into Interest Rate Swap (IRS) and Foreign Currency Options(FCO). All
outstanding IRS contracts and FCO contracts are marked-to-market as at the year end. Losses are
recognised in the Statement of Profit and Loss based on category of contracts and gains towards
category of contracts are ignored, in line with the Announcement made by the ICAI dated March 29,
2008. Any profit/loss arising on cancellation/unwinding of IRS contracts and FCO contract are
recognised as income or expenses for the period. Premium / discount on IRS / FCO contract which
are not intended for trading or speculation purposes, are amortised over the period of the contracts if
such contracts relate to monetary items as at the Balance Sheet date, except in case where they
relate to the acquisition or construction of fixed assets, in which case, they are adjusted to the
carrying cost of such assets.
134
(xx) Foreign Currency Transactions and Translations:
i. Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on
the date of transaction.
ii. Monetary items denominated in foreign currencies at the year end are translated at year end rates.
In case of Forward Foreign Exchange Contract (FEC), the difference between the year-end rate and
the rate on the date of the contract is recognised as exchange difference and the premium on such
forward contracts is recognised over the life of the forward contract. Any profit/loss arising on
cancellation or renewal of forward contract is recognised as income or expense for the period.
iii. Non monetary foreign currency items are carried at cost.
iv. Exchange differences arising on settlement / restatement of short-term foreign currency monetary
assets and liabilities of the Company are recognised as income or expense in the Statement of Profit
and Loss.
v. The exchange differences arising on settlement / restatement of long-term monetary items which
do not relate to acquisition of depreciable fixed assets are amortised over the maturity period / upto
the date of settlement of such monetary items, whichever is earlier, and charged to the Statement of
Profit and Loss. The unamortised exchange differences are carried in the Balance Sheet as “Foreign
Currency Monetary Item Translation Difference Account” net of the tax effect thereon, where
applicable.
(xxi) Provisions, Contingent Liabilities and Contingent Assets: A provision is recognised when the Company
has a present obligation as a result of past events and it is probable that an outflow of resources will
be required to settle the obligation in respect of which a reliable estimate can be made. Contingent
liability is disclosed for (1) Possible obligations which will be confirmed only by future events not
wholly within the control of the Company or (2) Present obligations arising from past events where it
is not probable that an outflow of resources will be required to settle the obligation or a reliable
estimate of the amount of the obligation can not be made. Contingent Assets are neither recognised
nor disclosed.
(2)
Corporate Information:
The Board of Directors of Indiabulls Housing Finance Limited (100% subsidiary of "IBFSL") and
Indiabulls Financial Services Limited ("IBFSL") at their meeting held on April 27, 2012 had approved
the Scheme of Arrangement involving the reverse merger of IBFSL with the Company in terms of the
provisions of Sections 391 to 394 of the Companies Act, 1956 (the “Scheme of Arrangement”). The
Appointed Date of the proposed merger fixed under the Scheme of Arrangement was April 1, 2012.
The Hon?ble High Court of Delhi, vide its Order dated December 12, 2012, received by the Company
on February 8, 2013, approved the Scheme of Arrangement. In terms of the Court approved Scheme
of Arrangement, with the filing of the copy of the Order, on March 8, 2013, with the office of ROC,
NCT of Delhi & Haryana (the Effective Date), IBFSL, as a going concern, stands amalgamated with
IBHFL with effect from the Appointed Date, being April 1, 2012. Accordingly, Earnings Per Share and
previous year figures are not comparable.
Indiabulls Financial Services Limited (“IBFSL”) was incorporated on January 10, 2000 as a Private
Limited Company. On March 30, 2001, the Company was registered under Section 45-IA of the
Reserve Bank of India (RBI) Act, 1934 to carry on the business of a Non-Banking Financial Company .
The Company was converted into a public limited Company pursuant to Section 44 of the Companies
Act, 1956 on February 03, 2004.
Indiabulls Housing Finance Limited (“the Company”) ("IBHFL") was incorporated on May 10, 2005. On
December 28, 2005 the Company was registered under Section 29A of the National Housing Bank
Act, 1987 to commence / carry on the business of a Housing Finance Institution without accepting
public deposits. The Company is required to comply with provisions of the National Housing Bank Act,
1987, the Housing Finance Companies (NHB) Directions, 2010 and other guidelines / instructions /
circulars issued by the National Housing Bank from time to time.
The Company is engaged in the business to provide finance and to undertake all lending and finance
to any person or persons, co-operative society, association of persons, body of individuals,
companies, institutions, firms, builders, developers, contractors, tenants and others either at interest
or without and/or with or without any security for construction, erection, building, repair, remodeling,
development, improvement, purchase of houses, apartments, flats, bungalows, rooms, huts,
townships and/or other buildings and real estate of all descriptions or convenience there on and to
equip the same or part thereof with all or any amenities or conveniences, drainage facility, electric,
telephonic, television, and other installations, either in total or part thereof and /or to purchase any
free hold or lease hold lands, estate or interest in any property and such other activities as may be
permitted under the Main Objects of the Memorandum of Association of the Company.
135
As at March 31,
2013
As at March 31,
2012
As at March 31,
2011
As at March 31,
2010
As at March 31,
2009
Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
(3) Share Capital
Authorised:
300,00,00,000 Equity Shares of
face value Rs. 2 each 6,00,00,00,000 - -
-
-
15,57,00,000 Equity Shares of
face value Rs. 10 each -
1,55,70,00,000
1,55,70,00,000
-
-
14,00,00,000 Equity Shares of
face value Rs. 10 each - - -
1,40,00,00,000
1,40,00,00,000
1,00,00,00,000 (2008-09 to
2011-12 Nil) Preference Shares
of face value Rs.10 each
10,00,00,00,000 - -
-
-
Issued, subscribed and fully paid
up (I to VII)
31,25,11,167 Equity Shares of
face value Rs. 2 each fully paid
up
62,50,22,334 - - - -
15,56,89,656 Equity Shares of
face value Rs. 10 each fully paid
up -
1,55,68,96,560
1,55,68,96,560
-
-
13,50,00,000 Equity Shares of
face value Rs. 10 each fully paid
up - - -
1,35,00,00,000
1,35,00,00,000
The Company has only one class
of Equity Shares of face value
Rs. 2 each (Previous Years
Rs.10) each fully paid up. Each
holder of Equity Shares is
entitled to one vote per share.
The dividend proposed by the
Board of Directors, if any, is
subject to the approval of the
Shareholders in the ensuing
Annual General Meeting, if
applicable.
In the event of liquidation of the
Company, the holders of Equity
Shares will be entitled to receive
remaining assets of the
company, after distribution of all
preferential amounts. The
distribution will be in proportion
to the number of Equity Shares
held by the Shareholders.
62,50,22,334 1,55,68,96,560 1,55,68,96,560 1,35,00,00,000 1,35,00,00,000
(I) Indiabulls Financial Services Limited ("Erstwhile Holding Company") had issued Global Depository Receipts
(GDR's) which were transferred under the Scheme of Arrangement. As at March 31, 2013 56,08,131 (Previous
Years N.A.) GDR?s were outstanding and were eligible for conversion into Equity Shares. The Company does not
have information with respect to holders of these GDR's. Holders of Global Depository Receipts (GDRs) will be
entitled to receive dividends, subject to the terms of the Deposit Agreement, to the same extent as the holders
of Equity Shares, less the fees and expenses payable under such Deposit Agreement and any Indian tax
applicable to such dividends. Holders of GDRs will not have voting rights with respect to the Deposited Shares.
The GDRs may not be transferred to any person located in India including Indian residents or ineligible
investors except as permitted by Indian laws and regulations.
136
(II) 31,25,11,167 Equity Shares were allotted by the Company, for consideration other than cash to the
shareholders of Erstwhile Holding Company pursuant to and in terms of the Scheme of Arrangement, approved
by the Hon?ble High Court of Delhi vide its Order dated December 12, 2012, which came into effect on March 8,
2013 from the Appointed Date April 1, 2012.(Refer Note 39)
137
(III) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of financial year:-
Particulars
Equity Shares Equity Shares Equity Shares Equity Shares Equity Shares
As at March 31, 2013 As at March 31, 2012 As at March 31, 2011 As at March 31, 2010 As at March 31, 2009
No. of shares
(Amount in
Rs.) No. of shares
(Amount in
Rs.) No. of shares
(Amount in
Rs.) No. of shares
(Amount in
Rs.) No. of shares
(Amount in
Rs.)
Opening Balance
15,56,89,656
1,55,68,96,560
15,56,89,656
1,55,68,96,560
13,50,00,000
1,35,00,00,000
13,50,00,000
1,35,00,00,000
13,50,00,000
1,35,00,00,000
Less: Equity Shares of
Rs.10 each cancelled
under the Scheme of
Arrangement
15,56,89,656
1,55,68,96,560
Add: Equity Shares of Rs.
2 Each issued during the
year to under the Scheme
of Arrangement* 31,25,11,167
62,50,22,334
-
-
-
-
-
-
-
-
Equity Shares issued
during the year to
Indiabulls Financial
Services Limited(erstwhile
Holding Company)
-
-
-
-
2,06,89,656
20,68,96,560
-
-
-
-
Closing Balance
31,25,11,167
62,50,22,334
15,56,89,656
1,55,68,96,560
15,56,89,656
1,55,68,96,560
13,50,00,000
1,35,00,00,000
13,50,00,000
1,35,00,00,000
*Includes 7,06,596 Equity Shares of Rs. 2 each issued during the year, under various ESOP Schemes by the Erstwhile Holding Company aggregating to Rs.
14,13,192.
138
(IV)
Shares held by Shareholders holding more than 5% shares
As at March 31, 2013 As at March 31, 2012 As at March 31, 2011 As at March 31, 2010 As at March 31, 2009
No. of
Shareholders
No. of Shares
held
% of
Holding
No. of Shares
held
% of
Holding
No. of
Shares held
% of
Holding
No. of
Shares held
% of
Holding
No. of
Shares held
% of
Holding
Holding
Company
Indiabulls
Financial
Services
Limited
(including
nominee
shareholders)
(Refer Note
39) -
-
15,56,89,656 100% 15,56,89,656 100% 13,50,00,000 100% 13,50,00,000 100%
Promoters
and
promoter
group
company
Mr. Sameer
Gehlaut
3,76,01,278 12.03%
-
-
-
-
-
-
-
-
Mr. Saurabh
Kumar Mittal
1,89,87,083 6.08%
-
-
-
-
-
-
-
-
Mr. Rajiv
Rattan
1,87,80,253 6.01%
-
-
-
-
-
-
-
-
Orthia Land
Development
Private
Limited
1,57,17,165 5.03%
-
-
-
-
-
-
-
-
Non -
Promoters
Copthall
Mauritius
Investment
Limited
2,18,48,131 6.99%
-
-
-
-
-
-
-
-
HSBC Global
Investment
Funds A/C
HSBC Global
Investment
Funds
Mauritius
Limited
1,89,62,353 6.07%
-
-
-
-
-
-
-
-
(V) Employees Stock Options Schemes:
Indiabulls Financial Services Limited ("Erstwhile Holding Company") (Refer Note 39) and its erstwhile
subsidiary, Indiabulls Credit Services Limited (“ICSL”) had announced ESOS / ESOP schemes for its
employees and the employees of other group companies whereas each option represents one Equity
Share of the Company. The Company has adopted the ESOS / ESOP schemes in respect of its
employees. A Compensation Committee constituted by the Board of Directors administers each of the
plans.
(a) Stock option schemes of the erstwhile Holding Company including schemes in lieu of stock options
schemes of erstwhile fellow subsidiary Indiabulls Credit Services Limited transferred under the Court
approved Scheme of Arrangement(Refer Note 39) :
139
S. No. ERSTWHILE ICSL PLANS
1 IBFSL – ICSL Employees Stock Option Plan 2006
2 IBFSL - ICSL Employees Stock Option Plan II – 2006
3
Employees Stock Option Plan - 2008
(b) IHFL ESOS-2013
The members of the Company at their Meeting dated March 6, 2013 approved the IHFL ESOS -2013 scheme
consisting of 3,90,00,000 stock options representing 3,90,00,000 fully paid up equity shares of Rs. 2 each of
the Company to be issued in one or more tranches to eligible employees of the Company or to eligible
employees of the subsidiaries of the Company. The same has not yet been granted till March 31, 2013.
(c)
The other disclosures in respect of the ESOS / ESOP Schemes are as under:-
As at March 31, 2013:
Particulars
IBFSL –
ICSL
Employees
Stock
Option
Plan 2006
IBFSL –
ICSL
Employees
Stock
Option
Plan II –
2006
Employees
Stock
Option
Plan -
2008
Employees
Stock
Option
Plan -
2008
-Regrant
Employees
Stock
Option
Plan -
2008-
Regrant
IBFSL –
ICSL
Employees
Stock
Option
Plan
2006-
Regrant
Employees
Stock
Option
Plan -
2008-
Regrant
IBFSL –
ICSL
Employees
Stock
Option
Plan II -
2006-
Regrant
Total Options
under the
Scheme
14,40,000
7,20,000
75,00,000
N.A. N.A. N.A. N.A. N.A.
Options
issued
14,40,000
7,20,000
75,00,000
N.A. N.A. N.A. N.A. N.A.
Vesting
Period and
Percentage
Four
years,25%
each year
Four
years,25%
each year
Ten
years,15%
First year,
10% for
next eight
years and
5% in last
year
N.A. N.A. N.A. N.A. N.A.
Vesting Date
1st April
1st
November
8th
December
31st
December
16th July 27th August 11th January 27th August
Revised
Vesting
Period &
Percentage
Eight
years,
12% each
year for 7
years and
16%
during the
8th year
Nine
years,11%
each year
for 8
years and
12%
during the
9th year
N.A.
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Exercise
Price (Rs.)
41.67 100.00 95.95 125.90 158.50 95.95 153.65 100.00
Exercisable
Period
4 years
from each
vesting
date
5 years
from
each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
Outstanding
at the
beginning of
the
year(Nos.)
3,70,556 1,64,268 36,89,793 1,18,155 2,11,400 3,16,000 1,90,668 1,75,200
140
Regrant
Addition
N.A N.A N.A N.A N.A. N.A. N.A. N.A.
Regrant Date
N.A N.A N.A
December
31, 2009
July 16,
2010
August 27,
2009
January 11,
2011
August 27,
2009
Options
vested during
the year
(Nos.)
63,558
27,429
4,95,558
11,460
22,940
39,500
20,000
21,900
Exercised
during the
year (Nos.)
65,046
21,186
5,47,026
18,990
26,680
-
27,668
-
Expired
during the
year (Nos.)
-
-
-
- -
-
-
-
Cancelled
during the
year
-
-
-
- -
-
-
-
Lapsed
during the
year
8,600 10,320 99,208 11,250 13,000
-
-
-
Re-granted
during the
year
-
-
-
N.A N.A N.A N.A N.A
Outstanding
at the end of
the year
(Nos.)
2,96,910 1,32,762 30,43,559 87,915 1,71,720 3,16,000 1,63,000 1,75,200
Exercisable
at the end of
the year
(Nos.)
21,492
24,328
3,39,962
12,420
200
39,500
3,000
21,900
Remaining
contractual
Life
(Weighted
Months)
64
80
90
97
105
95
110
95
N.A - Not Applicable
As at March 31, 2012 : (Being applicable as an subsidiary of the Erstwhile Holding Company)
Particulars
IBFSL –
ICSL
Employees
Stock
Option
Plan 2006
IBFSL –
ICSL
Employees
Stock
Option
Plan II –
2006
Employees
Stock
Option
Plan -
2008
Employees
Stock
Option
Plan -
2008
-Regrant
Employees
Stock
Option
Plan -
2008-
Regrant
IBFSL –
ICSL
Employees
Stock
Option
Plan
2006-
Regrant
Employees
Stock
Option
Plan -
2008-
Regrant
IBFSL –
ICSL
Employees
Stock
Option
Plan II -
2006-
Regrant
Total
Options
under the
Scheme
14,40,000
7,20,000
75,00,000
N.A. N.A. N.A. N.A. N.A.
Options
issued
14,40,000
7,20,000
75,00,000
N.A. N.A. N.A. N.A. N.A.
Vesting
Period and
Percentage
Four
years,25%
each year
Four
years,25%
each year
Ten
years,15%
First year,
10% for
next eight
years and
5% in last
year
N.A. N.A. N.A. N.A. N.A.
Vesting
Date
1st April
1st
November
8th
December
31st
December
16th July
27th
August
11th
January
27th
August
141
Revised
Vesting
Period &
Percentage
Eight
years,
12% each
year for 7
years and
16%
during the
8th year
Nine
years,11%
each year
for 8
years and
12%
during the
9th year
N.A.
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Exercise
Price (Rs.)
41.67 100.00 95.95 125.90 158.50 95.95 153.65 100.00
Exercisable
Period
4 years
from each
vesting
date
5 years
from
each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
Outstanding
at the
beginning
of the
year(Nos.)
4,92,446 2,45,724 47,04,016 1,43,100 2,30,400 3,55,500 2,00,000 1,97,100
Regrant
Addition
N.A N.A N.A N.A N.A. N.A. N.A. N.A.
Regrant
Date
N.A N.A N.A
December
31, 2009
July 16,
2010
August 27,
2009
January 11,
2011
August 27,
2009
Options
vested
during the
year (Nos.)
70,902
30,333
5,15,643
12,510
23,040
39,500
20,000
21,900
Exercised
during the
year (Nos.)
81,858
51,372
5,88,546
945
19,000
39,500
9,332
21,900.00
Expired
during the
year (Nos.)
-
-
-
- -
-
-
-
Cancelled
during the
year
-
-
-
- -
-
-
-
Lapsed
during the
year
40,032 30,084 4,25,677 24,000 -
-
-
-
Re-granted
during the
year
-
-
-
N.A N.A N.A N.A N.A
Outstanding
at the end
of the year
(Nos.)
3,70,556 1,64,268 36,89,793 1,18,155 2,11,400 3,16,000 1,90,668 1,75,200
Exercisable
at the end
of the year
(Nos.)
31,580
25,477
4,35,832
22,875
4,040
-
10,668
-
Remaining
contractual
Life
(Weighted
Months)
69
85
95
99
110
107
114
107
N.A - Not Applicable
142
As at March 31, 2011 : (Being applicable as an subsidiary of the Erstwhile Holding Company)
Particulars
IBFSL –
ICSL
Employees
Stock
Option
Plan 2006
IBFSL –
ICSL
Employees
Stock
Option
Plan II –
2006
Employees
Stock
Option
Plan -
2008
Employees
Stock
Option
Plan -
2008-
Regrant
Employees
Stock
Option
Plan -
2008-
Regrant
IBFSL –
ICSL
Employees
Stock
Option
Plan
2006-
Regrant
Employees
Stock
Option
Plan -
2008-
Regrant
IBFSL –
ICSL
Employees
Stock
Option
Plan II -
2006-
Regrant
Total
Options
under the
Scheme
14,40,000
7,20,000
75,00,000
N.A. N.A. N.A. N.A. N.A.
Options
issued
14,40,000
7,20,000
75,00,000
N.A. N.A. N.A. N.A. N.A.
Vesting
Period and
Percentage
Four
years,25%
each year
Four
years,25%
each year
Ten
years,15%
First year,
10% for
next eight
years and
5% in last
year
N.A. N.A. N.A. N.A. N.A.
Vesting
Date
1st April
1st
November
8th
December
31st
December
16th July
27th
August
11th
January
27th
August
Revised
Vesting
Period &
Percentage
Eight
years,
12% each
year for 7
years and
16%
during the
8th year
Nine
years,11%
each year
for 8
years and
12%
during the
9th year
N.A.
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Exercise
Price (Rs.)
41.67 100.00 95.95 125.90 158.50 95.95 153.65 100.00
Exercisable
Period
4 years
from each
vesting
date
5 years
from
each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
Outstanding
at the
beginning
of the
year(Nos.)
7,57,116 4,63,795 71,30,557 3,67,350 N.A 3,95,000 N.A 2,19,000
Regrant
Addition
N.A N.A N.A N.A N.A. N.A. N.A. N.A.
Regrant
Date
N.A N.A N.A
December
31, 2009
July 16,
2010
August 27,
2009
January 11,
2011
August 27,
2009
Options
vested
during the
year (Nos.)
80,622
33,435
5,74,969
14,310
-
39,500
-
21,900
Exercised
during the
year (Nos.)
1,11,894
29,766
8,94,537
- -
39,500
-
21,900.00
143
Expired
during the
year (Nos.)
-
-
-
- -
-
-
-
Cancelled
during the
year
-
-
-
- -
-
-
-
Lapsed
during the
year
1,52,776 1,88,305 11,01,604 2,24,250
-
- - -
Re-granted
during the
year
-
-
4,30,400
N.A N.A N.A N.A N.A
Outstanding
at the end
of the year
(Nos.)
4,92,446 2,45,724 47,04,016 1,43,100 2,30,400 3,55,500 2,00,000 1,97,100
Exercisable
at the end
of the year
(Nos.)
43,400
45,988
5,48,050
14,310
- - - -
Remaining
contractual
Life
(Weighted
Months)
74
83
101
111
117
113
123
113
N.A - Not Applicable
As at March 31, 2010 : (Being applicable as an subsidiary of the Erstwhile Holding Company)
Particulars
IBFSL – ICSL
Employees Stock
Option Plan 2006
IBFSL – ICSL
Employees Stock
Option Plan II –
2006
Employees Stock
Option Plan - 2008
Total Options under the Scheme
14,40,000 7,20,000 75,00,000
Options issued
14,40,000 7,20,000 75,00,000
Vesting Period and Percentage
Four years,25% each
year
Four years,25%
each year
Ten years,15% First
year, 10% for next
eight years and 5% in
last year
Vesting Date
1st April 1st November 8th December
Revised Vesting Period &
Percentage
Eight years, 12% each
year for 7 years and
16% during the 8th
year
Nine years,11%
each year for 8
years and 12%
during the 9th year
N.A.
Exercise Price (Rs.)
41.67 100.00 95.95
Exercisable Period
4 years from each
vesting date
5 years from
each vesting date
5 years from each
vesting date
Outstanding at the beginning of
the year(Nos.)
12,37,220 7,20,000 75,00,000
Regrant Addition
N.A N.A N.A
Regrant Date
N.A N.A N.A
Options vested during the year
(Nos.)
1,29,600 79,200 10,69,898
Exercised during the year (Nos.)
85,104 37,205 2,093
Expired during the year (Nos.)
- - -
Cancelled during the year
- - -
144
Lapsed during the year
- - -
Re-granted during the year
- - 3,67,350
Outstanding at the end of the year
(Nos.)
11,52,116 6,82,795 71,30,557
Exercisable at the end of the year
(Nos.)
2,01,716 2,11,195 10,67,805
Remaining contractual Life
(Weighted Months)
75 94 105
N.A - Not Applicable
As at March 31, 2009 : (Being applicable as an subsidiary of the Erstwhile Holding Company)
Particulars
IBFSL – ICSL Employees
Stock Option Plan 2006
IBFSL – ICSL Employees Stock
Option Plan II – 2006
Total Options under the Scheme
14,40,000 7,20,000
Options issued
14,40,000 7,20,000
Vesting Period and Percentage
Four years,25% each year Four years, 25% each year
Vesting Date
1st April 1st November
Revised Vesting Period & Percentage
Eight years, 12% each
year for 7 years and 16%
during the 8th year
Nine years,11% each year for 8
years and 12% during the 9th
year
Exercise Price (Rs.)
41.67 100.00
Exercisable Period
4 years from each vesting
date
5 years from each vesting date
Outstanding at the beginning of the
year(Nos.)
14,40,000 7,20,000
Regrant Addition
N.A N.A
Regrant Date
N.A N.A
Options vested during the year (Nos.)
3,60,000 79,200
Exercised during the year (Nos.)
2,02,780 -
Expired during the year (Nos.)
- -
Cancelled during the year
- -
Lapsed during the year
- -
Re-granted during the year
- -
Outstanding at the end of the year (Nos.)
12,37,220 7,20,000
Exercisable at the end of the year (Nos.)
1,57,220 79,200
Remaining contractual Life (Weighted
Months)
85 103
N.A - Not Applicable
The Fair value of the options as determined by an Independent firm of Chartered Accountants, which has been
regranted by the Erstwhile Holding Company under the respective plans using the Black-Scholes Merton Option
Pricing Model based on the following parameters are as under:-
145
Particulars
ESOP –
2008
Regrant
ESOP –
2008
Regrant
IBFSL – ICSL
Employees
Stock Option
Plan 2006-
Regrant
IBFSL – ICSL
Employees
Stock Option
Plan II 2006-
Regrant
ESOP –
2008
Regrant
Exercise price Rs 125.90 158.5 95.95 100 153.65
Expected volatility* 99.61% 99.60% 75.57% 75.57% 99.60%
Expected forfeiture percentage on
each vesting date Nil Nil Nil Nil Nil
Option Life (Weighted Average) 9.80 Years 9.80 Years 9.80 Years 9.80 Years 9.80 Years
Expected Dividends yield 3.19% 2.89% 4.69% 4.50% 2.98%
Weighted Average Fair Value
(Rs.) 83.48 90.24 106.3 108.06 84.93
Risk Free Interest rate 7.59% 7.63% 7.50% 7.50% 7.63%
*The expected volatility was determined based on historical volatility data.
Fair Value Methodology:
As the erstwhile ICSL Plans / erstwhile Plans were issued based on the fair value of the options on the date of
the grant, there is no impact of the same on the net profit and earnings per share. The ESOP - 2008 (including
re-grant) were issued at the Intrinsic value of the options on the date of the grant. Had the compensation cost
for the stock options granted under ESOP - 2008 (including re-grant) been determined based on the fair value
approach, the Company?s net profit and earnings per share would have been as per the pro forma amounts
indicated below:-
Particulars
Year ended Year ended Year ended Year ended Year ended
March 31, 2013 March 31, 2012 March 31, 2011 March 31, 2010 March 31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
Net Profit available to
Equity Share holders (as
restated)
12,27,89,69,201
2,50,00,29,234
78,15,34,720
19,05,89,343
22,61,25,844
Less : Stock-based
compensation expense
determined under fair
value based method:
[Gross Rs.390,850,276
(Previous Years Rs.
N.A.)] (Pro forma)
4,09,85,070
- -
-
-
Net Profit available to
Equity Share holders (as
per Pro forma)
12,23,79,84,131
2,49,98,73,358
78,15,34,720
19,05,89,343
22,61,25,844
Basic earnings per share
(as restated)
39.34
16.06
5.71
1.41
1.68
Basic earnings per share
(Pro forma)
39.21
16.06
5.71
1.41
1.68
Diluted earnings per
share (as restated)
38.12
16.06
5.71
1.41
1.68
Diluted earnings per
share (Pro forma)
37.99
16.06
5.71
1.41
1.68
(VI) Pursuant to the Scheme of Arrangement the Authorised Capital of the Company has been
rearranged to Rs.16,00,00,00,000 divided into 3,00,00,00,000 Equity Shares of Rs. 2 each and
1,00,00,00,000 Preference Shares of Rs. 10 each.
146
(VII) 5,25,87,066 Equity shares of Rs. 2 each(2011-12 Nil, 2010-11 Nil, 2009-10 Nil, 2008-09 Nil) are
reserved for issuance as follows:-
(a) 43,87,066 shares of Rs. 2 each (2011-12 Nil, 2010-11 Nil, 2009-10 Nil, 2008-09 Nil) towards
Employees Stock options as granted.
(b) 4,82,00,000 shares of Rs. 2 each (2011-12 Nil, 2010-11 Nil, 2009-10 Nil, 2008-09 Nil) towards
outstanding share warrants.
(4)
Reserves and
Surplus
As at
March 31, 2013
As at
March 31,
2012
As at
March 31,
2011
As at
March 31,
2010
As at
March 31,
2009
Amount Amount Amount Amount Amount
Capital Reserve:
Opening Balance - - - - -
Add: Transfer from
Indiabulls Financial
Services Limited
pursuant to
Scheme of
Arrangement(Refer
Note.39)
13,75,00,000 - - - -
Closing Balance 13,75,00,000 - - - -
Capital
Redemption
Reserve:
Opening Balance - - - - -
Add: Transfer from
Indiabulls Financial
Services Limited
pursuant to
Scheme of
Arrangement(Refer
Note.39)
36,27,392 - -
-
-
Closing Balance 36,27,392 - - - -
Securities
Premium Account:
Opening Balance
3,36,53,48,462 3,45,89,74,212 66,58,70,652 66,58,70,652 66,58,70,652
Add: Amount
received during
the year
- -
2,79,31,03,560
-
-
Add: Additions
during the year on
account of shares
issued under
ESOPs
6,67,73,829 - - - -
Add: Transfer from
Indiabulls Financial
Services Limited
pursuant to
Scheme of
Arrangement(Refer
Note.39)
32,31,18,18,259 - - - -
35,74,39,40,550 3,45,89,74,212 3,45,89,74,212 66,58,70,652 66,58,70,652
Less: Adjustment
on account of
merger(1)
3,69,64,78,559
Less: Debenture
issue
expenses(Net of
68,29,30,943 7,48,66,800 - - -
147
Tax Effect)
Less: Premium on
Redemption of Non
Convertible
Debentures
(Including
Discount)(Net of
Tax Effect)
1,81,80,84,554 1,87,58,950 - - -
Closing Balance
29,54,64,46,494 3,36,53,48,462 3,45,89,74,212 66,58,70,652 66,58,70,652
Stock
Compensation
Adjustment:
(Refer Note 39)
Opening Balance
- - - - -
Employee Stock
Options
outstanding
6,14,03,350 - - - -
Less: Deferred
Employee Stock
Compensation
expense
1,87,94,365 - - - -
Less: Transferred
to Securities
Premium account
1,22,80,670 - - - -
Closing Balance
3,03,28,315 - - - -
General Reserve:
Opening Balance
- - - - -
Add: Transfer from
Indiabulls Financial
Services Limited
pursuant to
Scheme of
Arrangement(Refer
Note.39)
2,39,62,48,200 - - - -
Add: Amount
transferred during
the year from
Surplus in
Statement of Profit
and Loss
1,22,80,00,000 - - - -
Closing Balance
3,62,42,48,200 - - - -
Foreign Currency
Monetary Item
Translation
Difference Account
(2):
Opening Balance
- - - - -
Add: Transfer
during the Year
(2,75,23,476) - - - -
Closing Balance
(2,75,23,476) - - - -
Other Reserves:
Special Reserve
u/s 36(1)(viii) of
the Income Tax
Act, 1961:
Opening Balance
- - -
-
-
Add: Transfer from
Indiabulls Financial
Services Limited
89,00,00,000 - - - -
148
pursuant to
Scheme of
Arrangement
(Refer Note.39)
Closing Balance
89,00,00,000 - - - -
Statutory Reserve:
Reserve (I) (3)
Opening Balance
96,38,08,922 46,38,34,250 30,61,79,412 26,93,66,577 22,46,49,364
Add: Amount
transferred during
the year from
Surplus in
Statement of Profit
and Loss
2,45,58,13,911 49,99,74,672 15,76,54,838 3,68,12,835 4,47,17,213
Closing Balance
3,41,96,22,833 96,38,08,922 46,38,34,250 30,61,79,412 26,93,66,577
Reserve (II)
Opening Balance
- - -
-
-
Add: Transfer from
Indiabulls Financial
Services Limited
pursuant to
Scheme of
Arrangement
(4)&(Refer Note
39)
5,05,47,95,194 - -
-
-
Closing Balance
5,05,47,95,194 - - - -
Additional Reserve
Fund (U/s 29C of
the National
Housing Bank Act,
1987): (3)
Opening Balance
2,06,95,52,909 28,00,00,000 - - -
Add: Amount
transferred during
the year from
Surplus in
Statement of Profit
and Loss
2,00,00,00,000 1,98,00,00,000 28,00,00,000 - -
Less: Amount
utilised during the
year (5)
1,32,02,00,000 19,04,47,091 - - -
Closing Balance
2,74,93,52,909 2,06,95,52,909 28,00,00,000 - -
Surplus in
Statement of Profit
and Loss:
Opening Balance
1,59,53,36,039 1,57,52,81,477 1,23,14,01,595 1,07,76,25,087 89,62,16,456
Add: Transfer from
Indiabulls Financial
Services Limited
pursuant to
Scheme of
Arrangement(Refer
Note.39)
1,29,51,49,850
Net Profit for the
year after tax
12,27,89,69,201 2,50,00,29,234 78,15,34,720 19,05,89,343 22,61,25,844
Amount available
for appropriation
(A)
15,16,94,55,090 4,07,53,10,711 2,01,29,36,315 1,26,82,14,430 1,12,23,42,300
Appropriations:
149
Interim Dividend
paid on Equity
Shares (Rs. 13.50
Per Share
(Previous Year Rs.
Nil))
4,21,50,19,939 - - - -
Interim Dividend
payable on Equity
Shares (Rs. 6.50
Per Share
(Previous Year Rs.
Nil))
2,03,13,22,586 - - - -
Dividend for the
previous year on
Equity Shares
issued by the
Erstwhile Holding
Company after the
year end pursuant
to ESOPs
Allotment
12,91,745 - - - -
Corporate
Dividend Tax on
Interim Dividend
paid on Equity
Shares
68,37,81,610 - - - -
Corporate
Dividend Tax on
Interim Dividend
payable on Equity
Shares
34,52,23,274 - -
-
-
Corporate
Dividend Tax on
Dividend for the
previous year on
Equity Shares
issued by the
Erstwhile Holding
Company after the
year end pursuant
to ESOPs
Allotment
2,09,554 - -
-
-
Transferred to
General Reserve
1,22,80,00,000 - - - -
Transferred to
Special Reserve
(U/s 29C of the
National Housing
Bank Act, 1987)
2,45,58,13,911 49,99,74,672 15,76,54,838 3,68,12,835 4,47,17,213
Transferred to
Additional Reserve
(U/s 29C of the
National Housing
Bank Act, 1987)
2,00,00,00,000 1,98,00,00,000 28,00,00,000 - -
Total
Appropriations (B)
12,96,06,62,619 2,47,99,74,672 43,76,54,838 3,68,12,835 4,47,17,213
Balance of Profit
Carried forward
(A)-(B)
2,20,87,92,471 1,59,53,36,039 1,57,52,81,477 1,23,14,01,595 1,07,76,25,087
47,63,71,90,332 7,99,40,46,332 5,77,80,89,939 2,20,34,51,659 2,01,28,62,316
(1) Difference between the carrying amount of Investment in Indiabulls Housing Finance Limited held
by Indiabulls Financial Services Limited, and amount of Capital issued earlier has been debited to
Securities Premium account as per Scheme of Arrangement on cancellation of said investment.
150
(2) Pursuant to the notification dated December 29, 2011 issued by the Ministry of Corporate Affairs
amending Accounting Standard 11 - The Effects of Changes in Foreign Exchange Rates, as notified
by the Companies (Accounting Standards) Rules, 2006, as amended, the Company has exercised
the option as per para 46A inserted in the said Standard for all long term monetary assets and
liabilities. Consequently an amount of Rs. 2,75,23,476 representing translation difference on
foreign currency loans is carried forward in the Foreign Currency Monetary Item Translation
Difference Account as on March 31, 2013. This amount is to be amortised over the balance period
of such monetary liabilities.
(3) In terms of Section 29C of the NHB Act, 1987, the Company is required to transfer at least 20% of
its Profit after tax to a Reserve Fund before any dividend is declared. Such a Reserve Fund is also
considered as an eligible transfer in terms of Section 36(1)(viii) of the Income Tax Act, 1961. The
Company has transferred an amount of Rs. 2,45,58,13,911 (2011-12 Rs. 49,99,74,672, 2010-11
Rs. 15,76,54,838, 2009-10 Rs. 3,68,12,835, 2008-09 Rs. 4,47,17,213) to the Reserve Fund as at
the respective year ends. Further an additional amount of Rs. 2,00,00,00,000 (2011-12 Rs.
1,98,00,00,000, 2008-09 to 2010-11 Rs. Nil) has been set apart by way of transfer to Additional
Reserve Fund in excess of the statutory minimum requirement as specified under Section 29C
pursuant to Circular no. NHB(ND)/DRS/Pol-No. 03/2004-05 dated August 26, 2004 issued by the
National Housing Bank. The additional amount so transferred may be utilised in the future for any
business purpose.
(4) This pertains to reserve created under section 45-IC of the Reserve Bank of India Act 1934, by the
Erstwhile Holding Company Indiabulls Financial Services Limited, which has been transferred to the
Company under the Scheme of Arrangement.
(5) During the year, in addition to the charge of Rs. 54,71,81,041 (2011-12 Rs. 10,90,22,196, 2010-
11 Rs. 8,58,45,679, 2009-10 Rs. Nil, 2008-09 Rs. 2,07,78,809) towards provision for loan assets
and standard assets to the Statement of Profit and Loss, an amount of Rs. 1,32,02,00,000 (net of
Deferred Tax of Rs. 67,98,00,000 ) [(2011-12 Rs. 19,04,47,091, 2008-09 to 2010-11 Rs. Nil) (net
of deferred tax of Rs. Nil)], being one time charge of provision for standard assets and other
contingencies due to Merger between the Company and the Erstwhile Holding Company (Refer note
39) and changes in the provisioning requirements by the National Housing Bank vide Circulars no.
NHB.HFC.DIR.4/CMD/2012 dated January 19, 2012 has been transferred from Additional Reserve
created as per Section 29C of the National Housing Bank Act, 1987 pursuant to Circular No.
NHB(ND)/DRS/Pol- 03/2004-05 dated August 26, 2004 as under;
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Particulars
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Provisions for Contingencies
2,22,36,68,551
26,11,35,977
6,32,35,736
-
-
Provision for Loan Assets
32,35,12,490
3,83,33,310
2,26,09,943
-
2,07,78,809
Total 2,54,71,81,041 29,94,69,287 8,58,45,679 - 2,07,78,809
(5) In terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the erstwhile
Holding Company during the current financial year, upon receipt of Shareholders approval, has on June
9, 2012, issued and allotted an aggregate of 2,07,00,000 warrants, to certain Promoter group entities
and Key Management Personnel, at a conversion price of Rs. 218 per Equity Share, 25% of which
amounting to Rs. 1,12,81,50,000 has already been received by the Erstwhile Holding Company from
the respective allottees as upfront amount. These warrants are convertible into an equivalent number
of Equity Shares of face value Rs. 2 each, in the Company, upon receipt of balance conversion price,
within a period of eighteen months from the date of allotment. In the event the warrants are not
converted into shares within the said period, the Company is eligible to forfeit the amount received
towards the warrants.(Refer Note 39)
(6)
Long-term
borrowings
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
151
Secured
Redeemable Non
Convertible
Debentures (Refer
Note 29(i))**
58,07,10,00,000 4,85,00,00,000 37,50,00,000
2,65,00,00,000
-
Term Loans (Refer
Note 29(ii))*
- from banks
1,11,82,17,98,868 35,86,25,77,777 22,44,44,44,444
3,46,04,33,366
2,49,35,25,969
- from others
4,00,49,99,999 - -
-
-
Unsecured
Loans and Advances
from related
parties;
- Redeemable Non
convertible
Debentures (Refer
Note 29(iii)) - 3,00,00,00,000 -
-
-
Loans and Advances
from Others
-10.60%
Redeemable Non
convertible
Perpetual
Debentures***
1,00,00,00,000 - -
-
-
- Subordinated Debt
(Refer Note 29 (iv))
7,44,68,00,000 1,25,00,00,000 -
-
-
1,82,34,45,98,867 44,96,25,77,777 22,81,94,44,444
6,11,04,33,366
2,49,35,25,969
*Secured by hypothecation of Loan Receivables(Current and Future) /Current Assets/Cash and Cash
Equivalents of the Company.
**Redeemable Non-Convertible Debentures are secured against Immovable Property / Current Assets and
pool of Current and Future Loan Receivables of the Company.
***No Put / Call Option exercisable at the end of 10 years from the date of allotment (exercisable only with
the prior approval of the concerned regulatory authority)
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
(7) Deferred tax liabilities
(Net)
Pursuant to Accounting Standard (AS) – 22 „Accounting for Taxes on Income? as notified by the Companies
(Accounting Standards) Rules, 2006, as amended, the Company has debited an amount of Rs. 14,26,16,472
(2011-12 credited Rs. 7,35,63,917, 2010-11 credited Rs. 10,79,86,362, 2009-10 credited Rs. 6,70,26,814,
2008-09 credited Rs.17,65,13,351) as deferred tax charge / credit to the Statement of Profit and Loss. The
breakup of deferred tax into major components is as under:
Deferred Tax Liabilities
On difference between book
balance and tax balance of
fixed assets
-
-
-
30,86,670
50,64,999
Amount recoverable on
assignment of loans
-
-
-
11,76,51,028
20,91,82,520
Deferred Tax Assets
On difference between book
balance and tax balance of
fixed assets
-
-
-
-
-
152
Provision for loan assets and
contingent provision against
standard assets
-
-
-
4,15,69,770
6,85,36,468
Disallowance under Section
40A(7) of the Income-Tax Act,
1961
-
-
-
28,37,825
25,30,913
Disallowance under Section
43B of the Income-Tax Act,
1961
-
-
-
12,82,915
10,89,807
Preliminary expenses
-
-
-
-
16,329
Deferred tax liabilities (Net)
-
-
-
7,50,47,188
14,20,74,002
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
(8) Other Long-term
liabilities
-
-
-
-
Other Liabilities
27,59,578
2,32,548
2,21,998
-
-
Interest Accrued but not due
on Secured Redeemable, Non
Convertible Debentures
7,56,19,945
7,83,79,523
2,32,548
2,21,998
-
-
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
(9) Long term provisions
Provision for Contingencies(1)
& (Refer Note 37)
2,65,09,73,268
34,23,39,958
9,72,86,010
3,39,73,235
3,12,40,795
Provision for Gratuity(Refer
Note 26)
7,29,98,994
53,58,135
1,03,89,402
84,36,505
73,67,333
Provision for Compensated
Absences(Refer Note 26)
3,20,17,108
20,39,251
41,65,335
36,36,766
30,29,453
Provision for Superannuation
(Refer Note 26)
29,22,25,359 -
-
-
Premium on Redemption on
Secured Non Convertible
Debentures (Accrued but not
due)(Sinking fund)
62,13,18,989
2,59,71,134 -
-
-
3,66,95,33,718
37,57,08,478
11,18,40,747
4,60,46,506
4,16,37,581
(1) Provision for Contingencies includes Contingent provision against standard assets and other contingencies.
As per National Housing Bank Circular No. NHB/HFC/DIR.3/CMD/2011 dated August 5, 2011 and
NHB/HFC/DIR.4/CMD/ 2012 dated January 19, 2012, in addition to provision for non performing assets, all
housing finance companies are required to carry a general provision. (i) at the rate of 2% on housing loans
disbursed at comparatively lower rate of interest in the initial few years, after which rates are reset at higher
rates; (ii) at the rate of 1% of Standard Assets in respect of Commercial Real Estates and (iii) at the rate of
0.40% of the total outstanding amount of loans which are Standard Assets other than (i) & (ii) above.
Accordingly, the Company is carrying a provision of Rs. 2,50,00,00,000 (Previous Year Rs. 36,23,57,671)
towards standard assets (included in Provisions for Contingencies), which is well over the required minimum
provision as per the NHB Guidelines.
153
Movement in Provision for
Contingencies Account during
the year is as under :
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Particulars
Opening Balance
36,23,57,671
10,12,21,694
3,79,85,959
3,79,85,959
3,79,85,959
Add: Transfer from Indiabulls
Financial Services Limited
pursuant to Scheme of
arrangement(Refer Note. 39)
44,39,69,243
-
-
-
-
Add: Addition during the Year
(Refer Note 4(5))
2,22,36,68,551
26,11,35,977
6,32,35,736
-
-
Closing Balance*
3,02,99,95,465
36,23,57,671
10,12,21,695
3,79,85,959
3,79,85,959
*Includes Contingent
Provision Against Standard
Assets
2,50,00,00,000
36,23,57,671
10,12,21,695
3,79,85,959
3,79,85,959
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(10
) Short-term borrowings
Secured
(a) Loans repayable on
demand
From banks- Working Capital
Demand Loan *(Refer Note
29(ii))
28,50,00,00,000 6,00,00,00,000 -
-
-
From banks- Cash Credit
Facility *
5,43,26,15,618 25,08,27,156 98,16,17,511 24,96,57,530 58,32,36,306
(b) Other Loans and
advances
From banks* (Refer Note 29
(ii))
7,27,75,23,476 - -
-
-
Redeemable, Non
Convertible Debentures
(Refer Note 29(i))**
65,00,00,000 - -
-
-
Unsecured
(a) Other Loans and
advances
Commercial Papers(Refer
Note 29(v))
21,95,00,00,000
6,87,50,00,000
-
50,00,00,000
-
(b) Loans from related
parties; (Refer Note 32 (e))
- - 28,00,00,000 28,00,00,000 88,50,48,000
63,81,01,39,094
13,12,58,27,156
1,26,16,17,511
1,02,96,57,530
1,46,82,84,306
*Secured by hypothecation of Loan Receivables (Current and Future) / Current Assets / Cash and Cash
Equivalents of the Company.
**Redeemable Non-Convertible Debentures are secured against Immovable Property / Current Assets and
pool of Current and Future Loan Receivables of the Company.
154
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(11) Trade payables
(a) Dues to Micro and Small
Enterprises *
-
-
-
-
-
(b) Dues to others
2,85,29,227
10,63,764
12,76,947
22,66,382
5,73,332
2,85,29,227
10,63,764
12,76,947
22,66,382
5,73,332
* Disclosures under the Micro, Small and Medium Enterprises Development Act, 2006:
(a) An amount of Rs. Nil and 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 and no amount was paid to the supplier beyond the Appointed Day.
(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 regarding to Micro and Small Enterprises has been determined to the extent such
parties have been identified on the basis of information available with the Company.
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(12) Other current
liabilities
Current maturities of
long term debt(1)
64,70,30,99,788
2,44,48,66,667
2,40,55,55,556
2,49,59,92,164
1,73,85,39,130
Interest accrued but not
due(2)
3,54,90,05,814
15,70,88,255
60,96,977
15,06,837
-
Temporary Overdrawn
Bank Balances as per
books
6,95,75,73,072
3,39,56,48,869
1,77,01,20,047
63,74,55,906
23,09,06,111
Amount payable on
Assigned Loans(3)
2,10,84,02,244
6,34,59,837
11,91,46,077
24,75,90,202
12,13,36,022
Other Current Liabilities
for Statutory Dues and
Expense Provisions
60,96,86,917
7,77,75,959
7,16,62,064
3,61,48,743
1,75,53,743
Unclaimed Dividends(4)
1,92,87,496 -
-
-
-
77,94,70,55,331
6,13,88,39,587
4,37,25,80,721
3,41,86,93,852
2,10,83,35,006
(1) Current maturities of long term debt
Redeemable, Non
Convertible Debentures
(Refer Note 29(i))
26,89,00,00,000 -
2,35,00,00,000
-
-
Term Loans
From Banks (Refer Note
29(ii))
37,18,30,99,788
2,44,48,66,667
5,55,55,556
2,49,59,92,164
1,73,85,39,130
From Others (Refer
Note 29(ii))
63,00,00,000 -
-
-
-
64,70,30,99,788
2,44,48,66,667
2,40,55,55,556
2,49,59,92,164
1,73,85,39,130
(2) Interest accrued but not due
155
On Term Loans and
Working Capital
Demand Loans
4,21,96,097
9,14,966
72,180
5,10,536
-
On Secured Redeemable
Non Convertible
Debentures
3,10,68,59,914
15,43,75,344
60,24,797
9,96,301
-
On Subordinate Debt
and Perpetual Debt
39,99,49,803
17,97,945
-
-
-
3,54,90,05,814
15,70,88,255
60,96,977
15,06,837
-
(3) Amount payable on assigned loans is net of amount receivable amounting to Rs. 1,84,60,081 (2011-12
Rs. 3,78,09,379, 2010-11 Rs. 25,68, 2009-10 Rs. 3,01,31,888, 2008-09 Rs. 1,77,84,359).
(4) 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 the year end.
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(13) Short-term
provisions
Provision for Taxation
(Net of Advance Tax/
TDS/ Self assessment
Tax)
1,56,99,08,553 18,75,91,919 28,48,28,163
3,19,57,564
3,29,90,470
Provision for Fringe
Benefits Tax (net of
Advance Tax)
1,85,628 - -
5,000
-
Provision for
Contingencies(Refer
Note. 9 & 37)
37,90,22,197 2,00,17,713 39,35,685
40,12,724
67,45,164
Provision for
Gratuity(Refer Note 26)
47,02,015 3,51,518 7,00,366
1,06,657
78,720
Provision for
Compensated
Absences(Refer Note
26)
23,92,373 2,10,902 2,85,400
2,25,402
1,76,801
Sinking fund for
Premium on
Redemption on Secured
Non Convertible
Debentures (Accrued
but not due) (Sinking
fund)
3,88,25,12,878 - -
-
-
Interim Dividend
payable on Equity
Shares (Rs. 6.50 per
Equity share (Previous
Year Rs. Nil))
2,03,13,22,586 - -
-
-
Corporate Dividend Tax
payable on Interim
Dividend payable on
Equity Shares
34,52,23,274 - -
-
-
8,21,52,69,504 20,81,72,052 28,97,49,614
3,63,07,347
3,99,91,155
156
Annexure IV: Notes forming part of Restated Standalone Summary Statements as at March 31, 2013
(14) (a) FIXED ASSETS
GROSS BLOCK AT COST DEPRECIATION NET BLOCK
Particulars As at Addition
on
account of
Scheme of
Arrangem
ent
(Refer Note
39)
Rs.
Additions Adjustmen
ts/
As at As at Addition on
account of
Scheme of
Arrangemen
t
(Refer Note 39)
Rs.
Provided Adjustmen
ts
As at As at As at
April 01,
2012
during the Sales
during
March 31,
2013
April 01,
2012
during the during the March 31,
2013
March 31,
2013
March 31,
2012
year the year year year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
A. Tangible
Assets
Land* 11,75,000 19,12,000 1,31,270 - 32,18,270 - - - - - 32,18,270 11,75,000
Building 1,02,55,100 - - - 1,02,55,100 2,19,824 - 1,67,158 - 3,86,982 98,68,118 1,00,35,276
Computers 2,18,84,417 15,57,03,916 1,37,88,069 13,44,766 19,00,31,636 1,57,06,680 11,36,04,083 2,21,51,501 11,28,298 15,03,33,966 3,96,97,670 61,77,737
Furniture &
Fixtures
2,06,79,740 7,92,12,861 1,45,99,096 4,48,435 11,40,43,262 1,12,65,199 3,28,18,110 1,93,76,675 2,62,230 6,31,97,754 5,08,45,508 94,14,541
Leasehold
Improvemen
ts
1,80,49,237 16,71,26,343 1,86,53,955 9,34,369 20,28,95,166 50,23,537 5,41,01,488 1,09,28,216 7,19,427 6,93,33,814 13,35,61,352 1,30,25,700
Office
Equipments
82,69,635 8,56,53,829 1,08,73,521 5,18,216 10,42,78,769 16,40,933 1,86,51,943 49,81,741 1,55,740 2,51,18,877 7,91,59,892 66,28,702
Vehicles 1,51,66,011 11,28,26,028 5,06,25,611 1,35,39,019 16,50,78,631 26,94,365 2,82,54,239 1,49,29,767 51,89,651 4,06,88,720 12,43,89,911 1,24,71,646
TOTAL (A) 9,54,79,140 60,24,34,977 10,86,71,522 1,67,84,805 78,98,00,834 3,65,50,538 24,74,29,863 7,25,35,058 74,55,346 34,90,60,113 44,07,40,721 5,89,28,602
157
B. Intangible
Assets
Software 2,60,47,406 15,92,38,201 40,49,255 - 18,93,34,862 2,51,93,141 13,60,46,859 1,95,75,136 - 18,08,15,136 85,19,726 8,54,265
TOTAL (B) 2,60,47,406 15,92,38,201 40,49,255 - 18,93,34,862 2,51,93,141 13,60,46,859 1,95,75,136 - 18,08,15,136 85,19,726 8,54,265
TOTAL
(A+B)
12,15,26,546 76,16,73,178 11,27,20,777 1,67,84,805 97,91,35,696 6,17,43,679 38,34,76,722 9,21,10,194 74,55,346 52,98,75,249 44,92,60,447 5,97,82,867
*Mortgaged as Security against Secured Non Convertible Debentures (Refer Note 6, 10 & 12)
158
Annexure IV: Notes forming part of Restated Standalone Summary Statements as at March 31, 2012
(14) (b) FIXED ASSETS
GROSS BLOCK AT COST DEPRECIATION NET BLOCK
Particulars As at Addition
on
account
of
Scheme
of
Arrange
ment
(Ref
er Note 39)
Rs.
Additions Adjustmen
ts/
As at As at Addition on
account of
Scheme of
Arrangemen
t
(Refer Note 39)
Rs.
Provided Adjustmen
ts
As at As at As at
April 01,
2011
during the Sales
during
March 31,
2012
April 01,
2011
during the during the March 31,
2012
March 31,
2012
March 31,
2011
year the year year year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
A. Tangible
Assets
Freehold
Land*
- - 11,75,000 - 11,75,000 - - - - - 11,75,000 -
Building 1,02,55,100 - - - 1,02,55,100 52,666 - 1,67,158 - 2,19,824 1,00,35,276 1,02,02,434
Computers 2,20,47,497 - 4,15,184 5,78,264 2,18,84,417 1,26,69,770 - 35,30,538 4,93,628 1,57,06,680 61,77,737 93,77,727
Furniture &
Fixtures
1,95,98,111 - 11,91,329 1,09,700 2,06,79,740 80,83,337 - 32,91,562 1,09,700 1,12,65,199 94,14,541 1,15,14,774
Leasehold
Improvement
s
1,13,20,501 - 80,52,296 13,23,560 1,80,49,237 46,21,782 - 11,21,984 7,20,229 50,23,537 1,30,25,700 66,98,719
Office
Equipments
70,55,279 - 13,42,793 1,28,437 82,69,635 12,71,670 - 4,00,075 30,812 16,40,933 66,28,702 57,83,609
159
Vehicles 1,46,33,754 - 14,25,277 8,93,020 1,51,66,011 14,29,055 - 14,58,965 1,93,655 26,94,365 1,24,71,646 1,32,04,699
TOTAL (A) 8,49,10,242 - 1,36,01,879 30,32,981 9,54,79,140 2,81,28,280 - 99,70,282 15,48,024 3,65,50,538 5,89,28,602 5,67,81,962
B. Intangible
Assets
Software 2,59,28,078 - 1,19,328 - 2,60,47,406 2,46,11,829 - 5,81,312 - 2,51,93,141 8,54,265 13,16,249
TOTAL (B) 2,59,28,078 - 1,19,328 - 2,60,47,406 2,46,11,829 - 5,81,312 - 2,51,93,141 8,54,265 13,16,249
TOTAL (A+B) 11,08,38,320 - 1,37,21,207 30,32,981 12,15,26,546 5,27,40,109 - 1,05,51,594 15,48,024 6,17,43,679 5,97,82,867 5,80,98,211
*Mortgaged as Security against Secured Non Convertible Debentures (Refer Note 6, 10 & 12)
160
Annexure IV: Notes forming part of Restated Standalone Summary Statements as at March 31, 2011
(14) (c) FIXED ASSETS
GROSS BLOCK AT COST DEPRECIATION NET BLOCK
Particulars As at Addition
on
account of
Scheme of
Arrangem
ent
(Refer Note
39)
Rs.
Additions Adjustmen
ts/
As at As at Addition
on
account
of
Scheme
of
Arrange
ment
(Refe
r Note 39)
Rs.
Provided Adjustm
ents
As at As at As at
April 01,
2010
during the Sales
during
March 31,
2011
April 01,
2010
during the during
the
March 31,
2011
March 31,
2011
March 31,
2010
year the year year year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
A. Tangible
Assets
Building - - 1,02,55,100 - 1,02,55,100 - - 52,666 - 52,666 1,02,02,434 -
Computers 1,72,64,486 - 48,27,011 44,000 2,20,47,497 95,17,899 - 31,85,266 33,395 1,26,69,770 93,77,727 77,46,587
Furniture &
Fixtures
71,31,073 - 41,89,428 - 1,13,20,501 27,17,585 - 19,04,197 - 46,21,782 66,98,719 44,13,488
Leasehold
Improvement
s
1,19,00,319 - 76,97,792 - 1,95,98,111 25,17,530 - 55,65,807 - 80,83,337 1,15,14,774 93,82,789
Office
Equipment
39,13,419 - 31,41,860 - 70,55,279 9,52,844 - 3,18,826 - 12,71,670 57,83,609 29,60,575
Vehicles 98,22,778 - 53,87,612 5,76,636 1,46,33,754 3,09,477 - 11,77,060 57,482 14,29,055 1,32,04,699 95,13,301
TOTAL (A) 5,00,32,075 - 3,54,98,803 6,20,636 8,49,10,242 1,60,15,335 - 1,22,03,822 90,877 2,81,28,280 5,67,81,962 3,40,16,740
161
B. Intangible
Assets
Software 2,53,72,773 - 5,55,305 - 2,59,28,078 2,06,23,971 - 39,87,858 - 2,46,11,829 13,16,249 47,48,802
TOTAL (B) 2,53,72,773 - 5,55,305 - 2,59,28,078 2,06,23,971 - 39,87,858 - 2,46,11,829 13,16,249 47,48,802
TOTAL (A+B) 7,54,04,848 - 3,60,54,108 6,20,636 11,08,38,320 3,66,39,306 - 1,61,91,680 90,877 5,27,40,109 5,80,98,211 3,87,65,542
162
Annexure IV: Notes forming part of Restated Standalone Summary Statements as at March 31, 2010
(14) (d) FIXED ASSETS
GROSS BLOCK AT COST DEPRECIATION NET BLOCK
Particulars As at Addition
on
account of
Scheme of
Arrangem
ent
(Refer Note
39)
Rs.
Additions Adjustmen
ts/
As at As at Addition
on
account
of
Scheme
of
Arrange
ment
(Ref
er Note 39)
Rs.
Provided Adjustmen
ts
As at As at As at
April 01,
2009
during the Sales
during
March 31,
2010
April 01,
2009
during the during the March 31,
2010
March 31,
2010
March
31,
2009
year the year year year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
A. Tangible
Assets
Building - - - - - - - - - - -
-
Computers 1,67,57,116 - 5,46,370 39,000 1,72,64,486 68,83,728 - 26,49,232 15,061 95,17,899 77,46,587 98,73,388
Furniture &
Fixtures
75,62,310 - 64,153 4,95,390 71,31,073 25,27,862 - 3,42,108 1,52,385 27,17,585 44,13,488 50,34,448
Leasehold
Improvement
s
1,29,59,311 - - 10,58,992 1,19,00,319 18,66,361 - 8,25,763 1,74,594 25,17,530 93,82,789 1,10,92,950
Office
Equipment
40,87,290 - 82,029 2,55,900 39,13,419 8,65,715 - 1,81,075 93,946 9,52,844 29,60,575 32,21,575
Vehicles - - 98,22,778 - 98,22,778 - - 3,09,477 - 3,09,477 95,13,301
-
163
TOTAL (A) 4,13,66,027 - 1,05,15,330 18,49,282 5,00,32,075 1,21,43,666 - 43,07,655 4,35,986 1,60,15,335 3,40,16,740 2,92,22,361
B. Intangible
Assets
Software 2,32,08,400 - 21,64,373 - 2,53,72,773 1,44,49,777 - 61,74,194 - 2,06,23,971 47,48,802 87,58,623
TOTAL (B) 2,32,08,400 - 21,64,373 - 2,53,72,773 1,44,49,777 - 61,74,194 - 2,06,23,971 47,48,802 87,58,623
TOTAL (A+B) 6,45,74,427 - 1,26,79,703 18,49,282 7,54,04,848 2,65,93,443 - 1,04,81,849 4,35,986 3,66,39,306 3,87,65,542 3,79,80,984
164
Annexure IV: Notes forming part of Restated Standalone Summary Statements as at March 31, 2009
(14) (e) FIXED ASSETS
GROSS BLOCK AT COST DEPRECIATION NET BLOCK
Particulars As at Addition on
account of
Scheme of
Arrangement
(Refer
Note 39)
Rs.
Additions Adjustments/ As at As at Addition on
account of
Scheme of
Arrangement
(Refer
Note 39)
Rs.
Provided Adjustments As at As at As at
April 01,
2008
during
the
Sales during March 31,
2009
April 01,
2008
during
the
during the March 31,
2009
March 31,
2009
March 31,
2008
year the year year year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
A. Tangible
Assets
Building - - - - - - - - - - - -
Computers 1,66,58,722 - 1,54,474 56,080 1,67,57,116 42,72,771 - 26,67,037 56,080 68,83,728 98,73,388 1,23,85,951
Furniture &
Fixtures
72,65,027 - 2,97,283 - 75,62,310 21,53,277 - 3,74,585 - 25,27,862 50,34,448 51,11,750
Leasehold
Improvements
1,29,10,311 - 49,000 - 1,29,59,311 10,47,430 - 8,18,931 - 18,66,361 1,10,92,950 1,18,62,881
Office
Equipment
39,48,373 - 1,38,917 - 40,87,290 6,79,000 - 1,86,715 - 8,65,715 32,21,575 32,69,373
Vehicles 7,84,220 - - 7,84,220 - 81,033 - 17,349 98,382 - - 7,03,187
TOTAL (A) 4,15,66,653 - 6,39,674 8,40,300 4,13,66,027 82,33,511 - 40,64,617 1,54,462 1,21,43,666 2,92,22,361 3,33,33,142
B. Intangible
165
Assets
Software 2,32,08,400 - - - 2,32,08,400 86,47,677 - 58,02,100 - 1,44,49,777 87,58,623 1,45,60,723
TOTAL (B) 2,32,08,400 - - - 2,32,08,400 86,47,677 - 58,02,100 - 1,44,49,777 87,58,623 1,45,60,723
TOTAL (A+B) 6,47,75,053 - 6,39,674 8,40,300 6,45,74,427 1,68,81,188 - 98,66,717 1,54,462 2,65,93,443 3,79,80,984 4,78,93,865
166
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
(15) Non-current investments
(Refer Note 39)
Long Term - Trade - Unquoted
(i) In Wholly owned Subsidiary
Companies (Unless otherwise
stated):
- 50,000 Fully paid up Equity
Shares of face value Rs 10 each
in Indiabulls Insurance Advisors
Limited. (1)&(5)
5,00,000
-
-
-
-
- 43,75,000 Fully paid up
Equity Shares of face value Rs
10 each in Indiabulls Finance
Company Private Limited
(2)&(5)
43,75,00,000
-
-
-
-
- 50,00,000 Fully paid up
Equity Shares of face value Rs
10 each in Indiabulls Capital
Services Limited. (1)&(5)
5,00,00,000
-
-
-
-
- 1,00,00,000 Fully paid up
Equity Shares of face value Rs
10 each in Indiabulls
Infrastructure Credit Limited (5)
25,00,00,000
-
-
-
-
- 2,25,00,000 (Previous Year
Nil) Fully paid up Compulsory
Convertible Cumulative
Preference shares of face value
Rs 10 each in Indiabulls
Infrastructure Credit Limited (3)
2,02,50,00,000
-
-
-
-
- 25,50,000 Fully paid up
Equity Shares of face value Rs
10 each in Indiabulls Advisory
Services Limited (5)
2,55,00,000
-
-
-
-
- 50,000 Fully paid up Equity
Shares of face value Rs 10 each
in Indiabulls Asset Holding
Company Limited (1)&(5)
5,00,000
-
-
-
-
- 50,000 Fully paid up Equity
Shares of face value Rs 10 each
in Indiabulls Life Insurance
Company Limited (1) & (5)
5,00,000
-
-
-
-
- 1,50,000 Fully paid up Equity
Shares of face value Rs 10 each
in Indiabulls Collection Agency
limited (5)
10,05,00,000
-
-
-
-
- 50,000 Fully paid up Equity
Shares of face value Rs 10 each
in Ibulls Sales Limited (5)
5,00,000
-
-
-
-
- 1,50,00,000 Fully paid up
Equity Shares of face value Rs
10 each in Indiabulls Asset
Management Company Limited
(5)
15,00,00,000
-
-
-
-
- 5,00,000 Fully paid up Equity
Shares of face value Rs 10 each
in Indiabulls Trustee Company
Limited (5)
50,00,000
-
-
-
-
- 1,50,000 Fully paid up
Equity Shares of face value Rs
10 each in Indiabulls Holdings
Limited (5)
15,00,000
-
-
-
-
167
- 12,25,000 Fully paid up
Equity Shares of face value Rs
10 each in Indiabulls Asset
Reconstruction Company Limited
(5)&(6)
1,22,50,000
-
-
-
-
Total (i)
3,05,92,50,000
-
-
-
-
(ii) Other Long Term
Investments(Unquoted):
- 2,80,00,000 Fully paid up
Equity Shares of face value Rs 5
each in Indian Commodity
Exchange Limited (4)&(5)
14,00,00,000
-
-
-
-
- 50 9.25% Unsecured
Redeemable, Non-Convertible
Subordinated Bonds of Dena
Bank of Face Value of Rs.
1,000,000 each (5)
5,00,00,000
-
-
-
-
Total (ii)
19,00,00,000
-
-
-
-
Total (i)+(ii)
3,24,92,50,000
-
-
-
-
Aggregate market value of
quoted Investments
-
-
-
-
-
Aggregate book value of quoted
Investments
-
-
-
-
-
Aggregate book value of
unquoted Investments
3,24,92,50,000
-
-
-
-
Aggregate provision for
diminution in value of
Investments
-
-
-
-
-
(1) Investments by the Company in the Equity Share capital of Indiabulls Insurance Advisors Limited and
Indiabulls Capital Services Limited are considered as strategic and long term in nature and are held at a cost of
Rs. 5,00,000 and Rs. 5,00,00,000 respectively. The Company considers the losses suffered by these
subsidiaries as temporary in nature and accordingly no provision for diminution in value has been made in the
books of account.
As at March 31, 2013, the Company holds 100% of the Equity capital of Indiabulls Asset Holding Company
Limited, and Indiabulls Life Insurance Company Limited at a cost of Rs. 5,00,000 each. Based on the audited
financials of these companies, as at March 31, 2013, there has been an erosion in the value of investment
made in those companies as the operations in those companies have not yet commenced / are in the process
of being set up. As the Management considers the investment in these companies as strategic and long term in
nature, the Company considers the losses suffered by these subsidiaries as temporary in nature and
accordingly no provision for diminution in their carrying values has been made in the books of account.
(2) The Company holds 57.50% of the capital of Indiabulls Finance Company Private Limited (IFCPL), which
has become a subsidiary of the Company pursuant to the Scheme of Arrangement. The balance 42.50% or
32,33,696 Equity Shares are held by Amaprop Limited (Amaprop), vide a Share Subscription and Shareholders
Agreement (SHA) entered into between the erstwhile Holding Company[Indiabulls Financial Services
Limited(IBFSL)], IFCPL and Amaprop. Certain disputes arose between IBFSL and Amaprop on Amaprop
exercising its put option under the SHA as the put price arrived at in accordance with the SHA was rejected by
the Reserve Bank of India (RBI) being in excess of the Fair Market Value as per the then prevailing RBI pricing
guidelines. The disputes were adjudicated in an arbitration held in New York, USA where the Arbitral Tribunal
passed an Award requiring IBFSL to pay Rs. 1,92,00,07,000 alongwith interest and costs thereon (as given in
the award) to Amaprop, for acquiring the 42.50% stake held by Amaprop in IFCPL. The Award was later
confirmed by the US District Court under the US laws. Amaprop has thereafter initiated proceedings for
enforcement / recognition of the award in the US and UK for which proceedings are pending. Implementation
of the Award would result in IFCPL becoming a 100% subsidiary of IBFSL.
168
This Award has simultaneously been challenged by IBFSL before the Hon'ble High Court of Delhi ("High Court")
in a petition filed under Section 34 of the Arbitration and Conciliation Act, 1996. During the course of the
hearing the High Court had suggested that IBFSL should prefer an application to the RBI for its approval to
remit Rs. 1,19,00,00,128, which in the opinion of the Arbitration Tribunal is the value likely to be accepted by
the RBI, as is recorded by it to be in compliance with the RBI Circular No. 49 dated May 4, 2010. On an
application preferred to the RBI seeking its approval for purchase of the abovementioned shares in IFCPL from
Amaprop at a cost of Rs. 1,19,00,00,128, the RBI directed the parties to conclude the transaction as per the
then extant pricing guidelines. The valuation of IFCPL shares held by Amaprop as per the then extant pricing
guidelines being lower than Rs. 1,92,00,07,000 the transaction could not be completed. The High Court has
since heard the petition and the Award was dismissed by the High Court. IBFSL has filed an appeal against the
said Order before the Divisional Bench of High Court, which was listed on January 28, 2013 and was then
adjourned to May 21, 2013. On the other hand Amaprop has filed enforcement proceedings before the High
Court where the Company have filed objections and the matter was listed on Mar 22, 2013 which got
adjourned to April 11, 2013 on which date the Company advanced its arguments on the objections. The matter
was listed on May 2, 2013 for arguments by Amaprop. Amaprop has concluded its arguments on enforcement
of the award. The Matter is now fixed on May 27, 2013 for arguments by the Company opposing the
enforcement.
(3) During the current financial year, the Company has invested Rs. 2,02,50,00,000 by subscribing to
2,25,00,000 Compulsorily Convertible Cumulative Preference Shares of face value Rs. 10 per share, issued by
its wholly owned subsidiary namely Indiabulls Infrastructure Credit Limited.
(4) On December 13, 2010 the Erstwhile Holding Company (IBFSL) had sold 26% shares held by it in Indian
Commodity Exchange Limited (ICEX) to Reliance Exchange Next Limited (R-Next) for a total consideration of
Rs. 47,35,00,000 against a proportionate cost of Rs. 26,00,00,000. As a result thereof, the stake of IBFSL in
ICEX has been reduced from 40% to 14% and the same has been reclassified as a long term investment from
the earlier classification of being an Associate. MMTC filed a petition before the Company Law Board (CLB)
against ICEX, R-Next and IBFSL alleging that the transfer is null and void in terms of the Shareholders
Agreement in view of the Forward Markets Commission (FMC) guidelines. IBFSL contends that such view of
MMTC is based on the old FMC guidelines and without considering the amended FMC Guidelines dated June 17,
2010 wherein the transfer norms were relaxed. IBFSL had filed its objections on maintainability of the petition
which is pending adjudication before the CLB.
(5) Transferred from Indiabulls Financial Services Limited under the Scheme of Arrangement. (Refer Note 39)
(6) During the current financial year, Indiabulls Advisory Services Limited (IASL), a wholly owned subsidiary of
the Company has invested Rs. 2,60,00,000 by purchasing 26,00,000 Equity Shares of face value Rs. 10 each
per Equity Share from the earlier shareholders of Indiabulls Asset Reconstruction Company Limited (IARCL), an
associate of the Company. After this purchase, the stake in IARCL has increased from 24.02% to 75.00%
(together with IASL) and then IARCL has become a subsidiary of the Company from the earlier classification of
being an Associate.
(7) During the current financial year, the Company has written off its investment in Indiabulls Alternative Asset
Management Private Limited, as the Company was struck off from the records of Accounting And Corporate
Regulatory Authority of Singapore, on February 7, 2013.
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
(16) Deferred tax assets (Net)
Pursuant to Accounting Standard (AS) – 22 „Accounting for Taxes on Income? as notified by the Companies
(Accounting Standards) Rules, 2006, as amended, the Company has debited an amount of Rs.
14,26,16,472 (2011-12 credited Rs. 7,35,63,917, 2010-11 credited Rs. 10,79,86,362, 2009-10 credited Rs.
6,70,26,814, 2008-09 credited Rs.17,65,13,351) as deferred tax charge (net) to the Statement of Profit and
Loss arising on account of timing differences. Further Deferred Tax Asset of Rs. 67,98,00,000 ((2011-12 Rs.
Nil, 2010-11 Rs. Nil, 2009-10 Rs. Nil, 2008-09 Rs. Nil) (Included in Provision for loan assets and contingent
provision against standard assets below) has been recognised against the utilisation of Additional Reserve
u/s 29C (Refer Note. 4(5)). The breakup of deferred tax into major components is as under:
Deferred Tax Liabilities
169
On difference between book
balance and tax balance of fixed
assets
16,96,889 -
10,49,407
-
-
Amount recoverable on
assignment of loans
- -
3,95,09,197
-
-
Deferred Tax Assets
On difference between book
balance and tax balance of fixed
assets
-
92,619 -
-
-
Provision for loan assets and
contingent provision against
standard assets
1,49,59,51,425
10,38,27,913
6,84,55,662
-
-
Disallowance under Section
40A(7) of the Income-Tax Act,
1961
2,64,10,573
18,52,497
35,98,075
-
-
Disallowance under Section 43B
of the Income-Tax Act, 1961
11,10,23,183
7,30,062
14,44,041
-
-
Deferred Tax Assets (Net)
1,63,16,88,292
10,65,03,091
3,29,39,174
-
-
As at March 31,
2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(17) Long-term loans and
advances (Unsecured
unless otherwise stated)
(i) Loans and Other Credit
Facilities
(a) Secured Loans(1)
-Considered Good 2,93,65,25,90,362
94,13,90,17,319
45,47,93,42,829
11,55,31,52,214
12,22,28,93,118
-Considered Doubtful 97,07,80,847 24,62,14,362
25,74,19,249
12,19,30,169
2,38,67,524
Less: Loans Assigned 32,42,24,58,904
26,30,63,94,318
12,91,76,20,136
4,39,87,78,552
5,89,56,28,131
2,62,20,09,12,305
68,07,88,37,363
32,81,91,41,942
7,27,63,03,831
6,35,11,32,511
(b) Unsecured Loans
-Considered Good 75,61,07,049 6,48,533 -
44,87,284
59,81,976
-Considered Doubtful 21,62,22,936 -
97,23,29,985 6,48,533 -
44,87,284
59,81,976
Total (a) +(b) 2,63,17,32,42,290
68,07,94,85,896
32,81,91,41,942
7,28,07,91,115
6,35,71,14,487
Less: Provision for Loan
Assets(Including Additional
Provision made by the
Company)(2) & (Refer
Note.37) 1,47,15,84,657 14,51,40,046
10,89,20,750
8,33,40,094
16,12,67,399
2,61,70,16,57,633
67,93,43,45,850
32,71,02,21,192
7,19,74,51,021
6,19,58,47,088
(ii) Other Unsecured Loans
and Advances
Loan to directors - - -
-
-
Capital Advances 76,38,21,339 1,63,105
70,52,642
5,61,680
12,44,436
Security Deposit for
Rented Premises 4,36,18,536 50,95,500
93,61,800
50,54,503
1,33,370
170
Security Deposit with
others 81,73,651 3,41,338
1,03,530
Advance Fringe Benefits
tax (FBT) (Net of Provision
for FBT) 68,775 68,775
68,775
73,775
66,931
Advance Tax / Tax
deducted at source (Net of
Provision for Tax) 63,64,02,318 2,23,11,304
5,41,49,064
5,57,88,066
3,06,86,592
Deferred Purchase
Consideration on
assignment of receivables - -
10,52,23,195
31,36,00,980
55,64,64,220
Others including Prepaid
Expenses and Employee
advances 1,61,50,092 12,56,125
43,46,589
28,53,258
68,249
2,63,16,98,92,344
67,96,35,81,997
32,89,05,26,787
7,57,53,83,283
6,78,45,10,886
(1) Secured Loans and Other Credit Facilities given to customers are secured / partly secured by :
(a) Equitable mortgage of property and / or
(b) Pledge of shares, units, other securities, assignment of life insurance policies and / or
(c) Hypothecation of assets and / or
(d) Company guarantees or personal guarantees and / or
(e) Negative lien and / or Undertaking to create a security.
(2) Movement in
Provision for Loan Assets
is as under :
For the Year
ended
For the Year
ended
For the Year
ended
For the Year
ended
For the Year
ended
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
Opening Balance
14,81,01,481 10,97,68,171
8,71,58,228
16,36,51,190
14,28,72,381
Add: Transfer from
Indiabulls Financial
Services Limited
pursuant to Scheme of
Arrangement (Refer Note
39)
2,33,86,08,056 - -
-
-
Add: Transfer from
Statement of Profit and
Loss
32,35,12,490 12,36,95,568
2,26,09,943
-
2,07,78,809
Utilised during the year -
towards Loans written off
1,24,86,18,814 8,53,62,258 -
7,64,92,963
-
Closing Balance
1,56,16,03,213 14,81,01,481
10,97,68,171
8,71,58,227
16,36,51,190
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(18) Other non-current
assets
Margin Money Accounts
having maturity greater
than one year
4,72,56,08,142 -
14,28,00,000
14,28,00,000
-
Interest Accrued on
Deposit accounts / Margin
Money
11,16,79,402 1,83,93,699
1,17,54,930
21,12,934
-
4,83,72,87,544 1,83,93,699
15,45,54,930
14,49,12,934
-
171
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
(19) Current investments
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
Investments in Mutual
Funds
Indiabulls Mutual Fund
-FMP 387 DAYS March
2012 (1)-Growth Plan
(Quoted)
70,00,00,000 35,00,00,000 -
-
-
-FMP 377 DAYS March
2012 (2)-Growth Plan
(Quoted)
16,00,00,000 8,00,00,000 -
-
-
-FMP 370 DAYS March
2012 (1)-Growth Plan
(Quoted)
5,00,00,000 - -
-
-
-Direct Plan - Growth *
7,02,42,200 - -
-
-
UTI Mutual Fund
-Dynamic Bond Fund-
Growth Plan* - -
20,13,30,538
-
-
Birla Sun Life Mutual Fund
-Income Plus Fund: Growth
Plan* - -
70,23,98,121
-
-
-Floating Rate Fund Short
term IP: Growth* - -
41,09,17,229
-
-
SBI Mutual Fund
-Income fund: Growth
Plan*
20,15,67,506 - -
-
-
-Insta Cash Fund- Cash
Option* - - -
75,01,71,261
-
-SBI Ultra Short Term
Fund* - - -
50,00,00,000
-
LIC Nomura Mutual Fund
-FMP Series 57-24 Month -
Growth Plan (Quoted)*
5,00,00,000 - -
-
-
-Liquid Fund- Daily
Dividend Reinvestment* - - -
-
49,01,07,025
-Liquid Fund- Daily
Dividend Reinvestment
Option* - - -
-
9,00,00,000
-Liquid Fund: Growth Plan* - - -
50,01,26,015
-
-LIC Income Plus Fund -
Growth Plan* - - -
25,00,00,000
-
-Saving Plus Fund - Growth
Plan* - - -
50,00,00,000
-
HDFC Mutual Fund
-Liquid fund Growth Plan* - - -
50,02,19,980
-
-Floating Rate Income
Fund - Short Term Plan* - - -
23,00,00,000
-
-Cash Management Fund -
Growth* - - -
50,00,00,000
-
172
Investments in
Bonds(Quoted)(Refer Note
29(vi)(a)))
3,22,00,00,000 - -
-
-
Investments in Certificate
of Deposits(Quoted)(Refer
Note 29(vi)(b)))*
16,72,89,35,250 - -
-
-
Investments in
Government
Securities(Quoted)(Refer
Note 29(v)(c)))*
50,54,32,614 - -
-
-
21,68,61,77,570 43,00,00,000
1,31,46,45,888
3,73,05,17,256
58,01,07,025
*Considered as Cash and Cash equivalents for Cash Flow
Aggregate Market value of
Quoted Investments
21,67,23,37,198 43,27,95,900 -
-
-
Aggregate book value of
Quoted Investments
21,41,43,67,864 43,00,00,000 -
-
-
Aggregate book value of
Unquoted Investments
27,18,09,706 -
1,31,46,45,888
3,73,05,17,256
58,01,07,025
Aggregate provision for
diminution in the value of
investments - - -
-
-
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(20) Trade Receivables
Outstanding for a period
more than six months from
its due date
- Secured, Considered Good
-
-
-
-
-
- Unsecured, Considered
Good
-
-
-
-
-
Outstanding for a period
less than six months from
its due date
- Secured, Considered Good
-
-
-
-
-
- Unsecured, Considered
Good
1,80,72,196
-
-
-
-
1,80,72,196
-
-
-
-
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(21) Cash and Bank
Balances
Cash and cash equivalents
Cash on Hand
15,68,30,651 1,60,01,837
45,49,515
1,01,57,528
1,01,08,194
Cheques / Drafts on hand
3,82,96,365 2,32,09,764 -
-
-
Balances with banks
173
- in current accounts#
47,89,66,84,751 31,16,06,782
6,39,87,836
1,50,28,09,327
12,16,26,120
Other bank balances:
- in deposit accounts
having maturity greater
than three months upto One
Year
5,36,80,002 36,74,322 -
19,01,31,903
-
- in deposit accounts
having maturity greater
than One Year
30,58,00,000 27,80,00,000 -
-
-
- in deposit accounts held
as margin money (under
lien) (1)&(2)
39,77,205 19,05,48,758 -
-
19,01,31,903
48,45,52,68,974 82,30,41,463
6,85,37,351
1,70,30,98,758
32,18,66,217
(1) Deposits accounts with bank of Rs.3,977,205 (Previous Years Rs. Nil) are under lien. The Company has the
complete beneficial interest on the income earned from these deposits.
(2) Deposits accounts with bank of Rs. Nil (2011-12 Rs. 19,05,48,758, 2010-11 Rs. Nil, 2009-10 Rs. Nil, 2008-
09 Rs.19,01,31,903) are held as margin money and is used as collateral security on the assignment deals done
by the Company till March 31, 2013. The Company has the complete beneficial interest on the income earned
from these deposits.
# includes Rs.1,92,87,496 for the year ended March 31, 2013 in designated unclaimed dividend accounts.
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(22) Short-term loans and
advances (Unsecured unless
otherwise stated)
(i) Loans and Other Credit
Facilities
(a) Secured Loans(1)
-Considered Good
41,36,33,43,733
5,59,18,56,299
2,48,18,09,892
1,43,49,95,289
2,05,63,10,321
-Considered Doubtful
- 2,62,58,890
2,33,93,096
-
Less: Loans assigned
7,14,18,81,720
1,63,73,27,771
1,17,75,11,782
57,70,72,432
68,56,76,978
34,22,14,62,013
3,98,07,87,418
1,32,76,91,206
85,79,22,857
1,37,06,33,343
(b) Unsecured Loans
(Standard Assets)
-Considered Good
2,00,56,62,177 51,59,731
59,42,165
20,42,417
19,23,782
2,00,56,62,177 51,59,731
59,42,165
20,42,417
19,23,782
(c) Unsecured Loans to
Related Parties
Indiabulls Finance Company
Private Limited
1,40,00,00,000 - -
-
-
1,40,00,00,000 - -
-
-
Total (a) +(b)+(c)
37,62,71,24,190
3,98,59,47,149
1,33,36,33,371
85,99,65,274
1,37,25,57,125
Less: Provision for Loan
Assets (Including Additional
Provision made by the
Company)(Refer Note.37)
9,00,18,556 29,61,435
8,47,421
38,18,133
23,83,791
37,53,71,05,634
3,98,29,85,714
1,33,27,85,950
85,61,47,141
1,37,01,73,334
Advance Interest on Short
term borrowings
35,09,01,622 14,03,10,844 -
-
-
174
Security Deposit for Rented
Premises
14,12,28,217 34,66,510
9,15,943
15,40,366
71,90,116
Security Deposit with
Others
3,00,00,000 - -
-
-
Application Money for Bonds
25,00,00,000 - -
-
-
Others
15,72,30,985 1,86,75,553
1,85,56,075
4,68,81,865
1,31,29,145
Deferred Purchase
Consideration on
assignment of receivables - -
3,29,07,685
4,44,30,961
6,91,78,885
Loan to Directors - - -
-
1,90,160
38,46,64,66,458
4,14,54,38,621
1,38,51,65,653
94,90,00,333
1,45,98,61,640
(1) Secured Loans and Other Credit Facilities given to customers are secured / partly secured by :
(a) Equitable mortgage of property and / or
(b) Pledge of shares, units, other securities, assignment of life insurance policies and / or
(c) Hypothecation of assets and / or
(d) Company guarantees or personal guarantees and / or
(e) Negative lien and / or Undertaking to create a security.
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
(23) Other Current Assets Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
FCNR Hedge Premium 8,25,42,460 - -
-
-
Interest Accrued on Loans
3,28,14,64,760
65,27,54,380
28,72,50,487
10,37,12,702
12,77,25,721
Interest Accrued on Deposit
accounts / Margin Money /
Bonds
15,64,96,885
2,10,68,136 -
73,89,022
1,95,52,770
Deposit Accounts
-
14,28,00,000 -
1,91,24,000
32,56,78,424
3,52,05,04,105
81,66,22,516
28,72,50,487
13,02,25,724
47,29,56,915
For the Year
ended
March 31,
2013
For the Year
ended
March 31,
2012
For the Year
Ended March
31 , 2011
For the Year
Ended March
31 , 2010
For the Year
Ended March
31 , 2009
(24) Revenue From
Operations
Amount
(Rs.)
Amount
(Rs.) Amount (Rs.)
Amount
(Rs.)
Amount
(Rs.)
(a) Income from Financing
and Investing Activities
Income from Financing
Activities(1)
42,21,87,62,616
6,47,64,29,724
2,47,22,23,264
1,57,46,62,164
1,61,85,20,963
Dividend Income on Units of
Mutual Funds
1,81,95,15,352
9,16,61,496
2,80,15,220
2,68,36,580
4,49,84,538
(b) Income from other
Financial Services
Income from Service
Fees/Advisory Services
9,63,25,100
71,40,86,624
30,57,30,625
45,518
50,27,657
Profit on appreciation of
Mutual Fund Investments
(Current Investments)
18,09,706 -
18,16,070
2,42,626
-
Commission on Insurance - -
175
8,42,08,441 - -
Profit on sale of Investments
36,97,60,797
53,80,337
35,45,778
2,76,530
-
Other Operating Income (2)
1,99,02,48,183
56,75,09,348
29,10,59,111
16,96,83,913
13,97,65,863
46,58,06,30,195
7,85,50,67,529
3,10,23,90,068
1,77,17,47,331
1,80,82,99,021
(1) Income from Financing
Activities Includes:
Interest on Loan Financing /
Income from Securitisation /
Assignment
41,17,34,30,580
6,44,47,94,913
2,45,68,56,563
1,53,41,29,493
1,56,23,31,908
Interest on Deposit Accounts
27,31,37,877
3,16,34,811
1,53,66,701
4,05,32,671
5,61,89,055
Interest on Bonds /
Commercial Papers (Current
investments)
77,21,94,159 - -
-
-
42,21,87,62,616
6,47,64,29,724
2,47,22,23,264
1,57,46,62,164
1,61,85,20,963
(2) Other Operating Income
includes:
Loan processing fees
1,38,55,91,568
49,69,10,481
30,33,31,228
7,18,04,508
5,01,78,247
Foreclosure fees and other
related income
82,48,20,944
22,15,73,845
14,77,32,826
11,75,21,620
11,04,81,889
Less: Direct Selling Agents
Commission
22,01,64,329
15,09,74,978
16,00,04,943
1,96,42,215
2,08,94,273
1,99,02,48,183
56,75,09,348
29,10,59,111
16,96,83,913
13,97,65,863
For the Year
ended
March 31,
2013
For the Year
ended
March 31,
2012
For the Year
Ended March
31 , 2011
For the Year
Ended March
31 , 2010
For the Year
Ended March
31 , 2009
(25) Other Income Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Sundry Balances Written back
6,20,75,663 8,22,333
78,67,989
-
-
Bad debts recovered
39,19,51,789
3,33,59,467
6,04,25,737
-
-
Miscellaneous Income
2,73,45,813 2,64,704
31,51,090
79,274
1,06,635
48,13,73,265
3,44,46,504
7,14,44,816
79,274
1,06,635
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
Ended March
31 , 2011
For the Year
Ended March
31 , 2010
For the Year
Ended March
31 , 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(26) Employee benefit
expense
Salaries (1)
1,87,96,83,841 11,37,63,010
19,75,94,546
24,06,70,025
24,39,42,708
Contribution to Provident
Fund and Other Funds(2)
82,95,159 93,060
13,68,619
2,19,826
8,28,974
Employee Stock
Compensation Expense
75,63,100 - -
-
-
Provision for Gratuity,
Compensated Absences and
Superannuation Expense(2)
11,68,93,471 38,39,333
31,73,693
17,53,023
46,96,506
176
Staff Welfare Expenses
2,37,89,359 26,21,172
26,26,043
13,33,781
14,78,731
2,03,62,24,930 12,03,16,575
20,47,62,901
24,39,76,655
25,09,46,919
(1) Salaries exclude cost of
employees apportioned to
the Erstwhile Holding
Company on specific job
basis. - 20,23,843 -
-
-
(2) Employee Benefits – Provident Fund, ESIC, Gratuity and Compensated Absences disclosures as per
Accounting Standard (AS) 15 (Revised) – Employee Benefits as notified by the Companies (Accounting
Standards) Rules, 2006, as amended:
Contributions are made to Government Provident Fund and Family Pension Fund, ESIC and other statutory
funds which cover all eligible employees under applicable Acts. Both the employees and the Company make
predetermined contributions to the Provident Fund and ESIC. The contributions are normally based on a certain
proportion of the employee?s salary. The Company has recognised an amount of Rs. 82,95,159 (2011-12 Rs.
93,060, 2010-11 Rs. 13,68,619, 2009-10 Rs. 2,19,826, 2008-09 Rs. 8,28,974) in the Statement of Profit and
Loss towards Employers contribution for the above mentioned funds.
Provision for unfunded Gratuity and Compensated Absences for all 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. Pursuant to the issuance of the Accounting Standard (AS) 15
(Revised) on „Employee Benefits?, as notified by the Companies (Accounting Standards) Rules, 2006, as
amended, commitments are actuarially determined using the „Projected Unit Credit? Method. Gains and losses
on changes in actuarial assumptions are accounted for in the Statement of Profit and Loss.
Disclosure in respect of Gratuity ,Compensated Absences and Superannuation: Amount Rs.
Gratuity (Unfunded)
Particulars 2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Reconciliation of liability
recognised in the
Balance Sheet
Present Value of
commitments (as per
Actuarial valuation)
7,77,01,009
57,09,653
1,10,89,768
85,43,162
74,46,053
Fair value of plan assets
-
-
-
-
-
Net liability in the Balance
Sheet (as per Actuarial
valuation)
7,77,01,009
57,09,653
1,10,89,768
85,43,162
74,46,053
Movement in net liability
recognised in the
Balance Sheet
Net liability as at the
beginning of the year
57,09,653
1,10,89,768
85,43,162
74,46,053
43,55,239
Net liability as at the
beginning of the year as
Transferred from IBFSL
6,35,89,426
Amount paid during the
year
(35,79,748)
(4,74,762)
(38,520)
-
-
Net expenses recognised in
the Statement of Profit and
Loss
1,41,74,479
26,93,461
25,85,126
10,97,109
30,90,814
Acquisition Adjustment (on
account of transfer of
employees)
(21,92,801)
177
Transferred to Holding
Company (on account of
transfer of employees)
-
(75,98,814)
-
-
-
Net liability as at the end of
the year
7,77,01,009 57,09,653 1,10,89,768 85,43,162 74,46,053
Expenses recognised in
the Statement of Profit
and Loss
Current service cost
1,89,12,786
94,29,800
36,48,437
31,92,555
32,53,890
Interest Cost
58,64,436
6,18,440
7,40,921
5,56,102
3,28,465
Past Service Cost
-
-
-
2,12,976
-
Expected return on plan
assets
-
-
-
-
-
Actuarial (Gains)
(1,06,02,743)
(73,54,779)
(18,04,232)
(28,64,524)
(4,91,541)
Expenses charged to the
Statement of Profit and
Loss
1,41,74,479
26,93,461
25,85,126
10,97,109
30,90,814
Return on Plan assets
Expected return on Plan
assets
N.A. N.A. N.A. N.A. N.A.
Actuarial (Gains)/Losses N.A. N.A. N.A. N.A. N.A.
Actual return on plan
assets
N.A. N.A. N.A. N.A. N.A.
Reconciliation of
defined-benefit
commitments
Commitments as at the
beginning of the year
6,92,99,079
1,10,89,768
85,43,162
74,46,053
43,55,239
Current service cost
1,89,12,786
94,29,800
36,48,437
31,92,555
32,53,890
Interest cost
58,64,436
6,18,440
7,40,921
5,56,102
3,28,465
Past Service Cost
-
-
-
2,12,976
-
Paid benefits
(35,79,748)
(80,73,576)
(38,520)
-
-
Acquisition Adjustment (on
account of transfer of
employees)
(21,92,801)
Actuarial (Gains)
(1,06,02,743)
(73,54,779)
(18,04,232)
(28,64,524)
(4,91,541)
Commitments as at the
end of the year
7,77,01,009
57,09,653
1,10,89,768
85,43,162
74,46,053
Reconciliation of Plan
assets
Plan assets as at the
beginning of the year
N.A. N.A. N.A. N.A. N.A.
Expected return on plan
assets
N.A. N.A. N.A. N.A. N.A.
Contributions during the
year
N.A. N.A. N.A. N.A. N.A.
178
Paid benefits N.A. N.A. N.A. N.A. N.A.
Actuarial (Gains)/Losses N.A. N.A. N.A. N.A. N.A.
Plan assets as at the end of
the year
N.A. N.A. N.A. N.A. N.A.
N.A. - not applicable
Amount Rs.
Particulars Compensated Absences (Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Reconciliation of liability
recognised in the Balance
Sheet
Present Value of
commitments (as per
Actuarial valuation)
3,44,09,481
22,50,153
44,50,735
38,62,168
32,06,254
Fair value of plan assets
-
-
-
-
-
Net liability in the Balance
Sheet (as per Actuarial
valuation)
3,44,09,481
22,50,153
44,50,735
38,62,168
32,06,254
Movement in net liability
recognised in the Balance
Sheet
Net liability as at the
beginning of the year
22,50,153
44,50,735
38,62,168
32,06,254
16,00,562
Net liability as at the
beginning of the year as
Transferred from IBFSL
2,90,18,583
Amount paid during the year
-
-
-
-
-
Net expenses recognised in
the Statement of Profit and
Loss
47,46,489
11,45,872
5,88,567
6,55,914
16,05,692
Acquisition Adjustment (on
account of transfer of
employees)
(16,05,744)
Transferred to Holding
Company (on account of
transfer of employees)
-
(33,46,454)
-
-
-
Net liability as at the end of
the year
3,44,09,481
22,50,153
44,50,735
38,62,168
32,06,254
Expenses recognised in the
Statement of Profit and Loss
Current service cost
1,07,51,464
39,60,048
17,60,365
15,89,427
14,02,284
Interest Cost
27,58,769
2,37,521
3,27,534
2,50,325
1,25,988
Past Service Cost
-
-
- - -
Expected return on plan
assets
-
-
- - -
Actuarial (Gains)/Losses
(87,63,744)
(30,51,697)
(14,99,332)
(11,83,838)
77,420
Expenses charged to the
Statement of Profit and Loss
47,46,489
11,45,872
5,88,567
6,55,914
16,05,692
Return on Plan assets
Expected return on Plan
assets
N.A. N.A. N.A. N.A. N.A.
179
Actuarial (Gains)/Losses N.A. N.A. N.A. N.A. N.A.
Actual return on plan assets N.A. N.A. N.A. N.A. N.A.
Reconciliation of defined-
benefit commitments
Commitments as at the
beginning of the year
3,12,68,736
44,50,735
38,62,168
32,06,254
16,00,562
Current service cost
1,07,51,464
39,60,048
17,60,365
15,89,427
14,02,284
Interest cost
27,58,769
2,37,521
3,27,534
2,50,325
1,25,988
Past Service Cost
-
-
-
-
-
Paid benefits
-
(33,46,454)
-
-
-
Acquisition Adjustment (on
account of transfer of
employees)
(16,05,744)
Actuarial (Gains)/Losses
(87,63,744)
(30,51,697)
(14,99,332)
(11,83,838)
77,420
Commitments as at the end
of the year
3,44,09,481
22,50,153
44,50,735
38,62,168
32,06,254
Reconciliation of Plan assets
Plan assets as at the
beginning of the year
N.A. N.A. N.A. N.A. N.A.
Expected return on plan
assets
N.A. N.A. N.A. N.A. N.A.
Contributions during the year N.A. N.A. N.A. N.A. N.A.
Paid benefits N.A. N.A. N.A. N.A. N.A.
Actuarial (Gains)/Losses N.A. N.A. N.A. N.A. N.A.
Plan assets as at the end of
the year
N.A. N.A. N.A. N.A. N.A.
N.A - not applicable
Amount Rs.
Particulars
Superannuation (Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Reconciliation of liability recognised
in the Balance Sheet
Present Value of commitments (as
per Actuarial valuation)
29,22,25,359
N.A.* N.A.* N.A.* N.A.*
Fair value of plan assets
-
N.A.* N.A.* N.A.* N.A.*
Net liability in the Balance Sheet (as
per Actuarial valuation)
29,22,25,359
N.A.* N.A.* N.A.* N.A.*
Movement in net liability recognised
in the Balance Sheet
Net liability as at the beginning of
the year
-
N.A.* N.A.* N.A.* N.A.*
180
Net liability as at the beginning of
the year as Transferred from IBFSL
19,42,52,856
N.A.* N.A.* N.A.* N.A.*
Amount paid during the year
-
N.A.* N.A.* N.A.* N.A.*
Net expenses recognised in the
Statement of Profit and Loss
9,79,72,503
N.A.* N.A.* N.A.* N.A.*
Acquisition Adjustment (on account
of transfer of employees)
-
N.A.* N.A.* N.A.* N.A.*
Transferred to Holding Company (on
account of transfer of employees)
-
N.A.* N.A.* N.A.* N.A.*
Net liability as at the end of the year
29,22,25,359
N.A.* N.A.* N.A.* N.A.*
Expenses recognised in the
Statement of Profit and Loss
Current service cost
2,64,99,538
N.A.* N.A.* N.A.* N.A.*
Interest Cost
1,93,55,217
N.A.* N.A.* N.A.* N.A.*
Past Service Cost
-
N.A.* N.A.* N.A.* N.A.*
Expected return on plan assets
-
N.A.* N.A.* N.A.* N.A.*
Actuarial (Gains)/Losses
5,21,17,748
N.A.* N.A.* N.A.* N.A.*
Expenses charged to the Statement
of Profit and Loss
9,79,72,503
N.A.* N.A.* N.A.* N.A.*
Return on Plan assets
Expected return on Plan assets N.A. N.A.* N.A.* N.A.* N.A.*
Actuarial (Gains)/Losses N.A. N.A.* N.A.* N.A.* N.A.*
Actual return on plan assets N.A. N.A.* N.A.* N.A.* N.A.*
N.A. N.A.* N.A.* N.A.* N.A.*
Reconciliation of defined-benefit
commitments
Commitments as at the beginning of
the year
19,42,52,856
N.A.* N.A.* N.A.* N.A.*
Current service cost
2,64,99,538
N.A.* N.A.* N.A.* N.A.*
Interest cost
1,93,55,217
N.A.* N.A.* N.A.* N.A.*
Past Service Cost
-
N.A.* N.A.* N.A.* N.A.*
Paid benefits
-
N.A.* N.A.* N.A.* N.A.*
Acquisition Adjustment
-
N.A.* N.A.* N.A.* N.A.*
Actuarial (Gains)/Losses
5,21,17,748
N.A.* N.A.* N.A.* N.A.*
Commitments as at the end of the
year
29,22,25,359
N.A.* N.A.* N.A.* N.A.*
Reconciliation of Plan assets
Plan assets as at the beginning of the
year
N.A. N.A.* N.A.* N.A.* N.A.*
Expected return on plan assets N.A. N.A.* N.A.* N.A.* N.A.*
Contributions during the year N.A. N.A.* N.A.* N.A.* N.A.*
Paid benefits N.A. N.A.* N.A.* N.A.* N.A.*
181
Actuarial (Gains)/Losses N.A. N.A.* N.A.* N.A.* N.A.*
Plan assets as at the end of the year N.A. N.A.* N.A.* N.A.* N.A.*
N.A - not applicable
*N.A - not available
Experience Adjustments:
Amount Rs.
Particulars
Gratuity
(Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Experience adjustment
On plan liabilities
1,06,02,743
73,56,120
10,01,814
20,75,010
12,10,236
On plan assets
-
-
-
-
-
Present value of benefit
obligation
7,77,01,009
57,09,653
1,10,89,768
(85,43,162)
(74,46,053)
Fair value of plan assets
-
-
-
-
-
Excess of (obligation over
plan assets) / plan assets
over obligation
7,77,01,009
57,09,653
1,10,89,768
(85,43,162)
(74,46,053)
Amount Rs.
Particulars
Compensated Absences
(Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Experience adjustment
On plan liabilities
87,63,744
30,52,548
11,85,954
9,50,615
2,39,549
On plan assets
-
-
-
-
-
Present value of benefit
obligation
3,44,09,481
22,50,153
44,50,735
38,62,168
32,06,254
Fair value of plan assets
-
-
-
-
-
Excess of (obligation over
plan assets) / plan assets
over obligation
3,44,09,481
22,50,153
44,50,735
38,62,168
32,06,254
Amount Rs.
Particulars
Superannuation
(Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Experience adjustment
On plan liabilities
(5,20,33,314) N.A.* N.A.* N.A.* N.A.*
On plan assets
- N.A.* N.A.* N.A.* N.A.*
182
Present value of benefit
obligation
29,22,25,359 N.A.* N.A.* N.A.* N.A.*
Fair value of plan assets
- N.A.* N.A.* N.A.* N.A.*
Excess of (obligation over
plan assets) / plan assets
over obligation
29,22,25,359 N.A.* N.A.* N.A.* N.A.*
*N.A. means not available
The actuarial calculations used to estimate commitments and expenses in respect of unfunded Gratuity,
Compensated absences and Superannuation (Pension & Medical coverage) are based on the following
assumptions which if changed, would affect the commitment?s size, funding requirements and expenses:
Particulars
Gratuity (Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Discount Rate 8.00% 8.50% 8.00% 7.50% 7.00%
Expected Return on plan
assets N.A. N.A. N.A. N.A. N.A.
Expected rate of salary
increase 5.00% 5.50% 5.00% 5.00% 5.00%
Mortality
IALM (1994-
96)
LIC (1994-
96) duly
modified
LIC (1994-
96) duly
modified
LIC (1994-
96) duly
modified
LIC (1994-
96) duly
modified
Retirement Age (Years) 60 60 60 60 60
Particulars
Compensated Absences (Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Discount Rate 8.00% 8.50% 8.00% 7.50% 7.00%
Expected Return on plan
assets N.A. N.A. N.A. N.A. N.A.
Expected rate of salary
increase 5.00% 5.50% 5.00% 5.00% 5.00%
Mortality
IALM (1994-
96)
LIC (1994-
96) duly
modified
LIC (1994-
96) duly
modified
LIC (1994-
96) duly
modified
LIC (1994-
96) duly
modified
Retirement Age (Years)
60 60 60 60 60
Particulars
Superannuation (Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Discount Rate 8.00% N.A.* N.A.* N.A.* N.A.*
Expected Return on plan
assets N.A. N.A.* N.A.* N.A.* N.A.*
Expected rate of salary
increase 5.00% N.A.* N.A.* N.A.* N.A.*
Mortality
IALM (1994-
96) N.A.* N.A.* N.A.* N.A.*
Retirement Age (Years)
60 N.A.* N.A.* N.A.* N.A.*
Particulars
2013-2014 2012-2013 2011-2012 2010-2011 2009-2010
183
Rs. Rs. Rs. Rs. Rs.
The employer?s best
estimate of contributions
expected to be paid during
the annual period beginning
after the Balance Sheet
date, towards :-
Gratuity
2,84,52,477
19,45,187
56,56,948
51,23,962 N.A*
Compensated Absences
95,57,623
6,70,277
20,03,089
21,12,254 N.A*
Superannuation
5,53,46,782
-
-
-
-
*N.A means not available
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
Ended March
31 , 2011
For the Year
Ended March
31 , 2010
For the Year
Ended March
31 , 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(27) Finance costs
Interest on Loans (1)
17,56,84,09,887
3,15,15,14,132
1,05,97,67,099
64,82,22,723
56,14,72,440
Interest on Non-
Convertible Debentures
5,48,17,77,232
18,26,25,702
20,13,53,496
9,96,301
-
Interest on Commercial
Papers
2,35,11,17,362
39,22,71,981
3,31,87,575
91,425
-
Interest on Overdraft
Facility
- - -
8,29,748
12,46,83,875
Interest on Inter
Corporate Deposits
- - -
10,92,53,365
2,75,75,826
Interest on Subordinate
Debt
54,60,06,544
17,97,945 -
-
-
Interest on Taxes
3,79,659
85,08,987
2,06,66,852
1,78,349
16,17,676
Bank Charges towards
Borrowings
1,57,77,950
68,96,980
59,17,929
60,55,888
13,07,572
Processing fees
7,23,56,284
6,22,09,369
3,16,88,237
4,18,33,350
1,05,00,000
Arranger fees
-
11,03,000 -
-
-
26,03,58,24,918
3,80,69,28,096
1,35,25,81,188
80,74,61,149
72,71,57,389
(1) The Company has recognised Premium on Options Contracts amounting to Rs. 2,00,85,000 (2008-09 to
2011-12 Rs. Nil) included in Interest on Loans and unrealised marked to market loss towards derivatives
(Interest Rate Swaps) amounting to Rs. 4,39,933 (2008-09 to 2011-12 Rs. Nil) which has been included under
Bank / Finance Charges . Derivative instruments that are outstanding is as given below:-
I. Forward Options contracts entered for hedging purposes as at March 31, 2013 for USD 3,72,77,984 (2008-
09 to 2011-12 USD Nil (Buy)) against cross currency of Rs. 2,00,00,00,000 (2008-09 to 2011-12 Rs. Nil).
II. Interest Rate Swaps for Notional Principal of Rs. 4,00,00,00,000 (2008-09 to 2011-12 Rs. Nil) for a total of
8 contracts (2008-09 to 2011-12 Nil) against fluctuations in interest rate changes.
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
Ended March
31 , 2011
For the Year
Ended March
31 , 2010
For the Year
Ended March
31 , 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
184
(28)Other expenses
Collection Charges
69,79,947
8,61,889
2,91,450
1,32,096
1,74,603
Client Verification Charges
11,07,02,196
7,48,12,322
6,77,27,248
1,28,64,099
64,87,263
Demat Charges
14,75,842
2,08,380
16,000
-
-
Stamp Papers/Stamp
Duty charges
3,24,78,298
96,32,706
45,42,366
9,46,782
75,10,926
CERSAI Charges
93,26,200
59,99,750
-
-
-
Rates & Taxes
68,15,274
6,06,636
16,82,219
2,16,741
13,74,061
Communication Expenses
6,00,73,614
1,10,32,348
76,81,269
60,72,808
1,03,63,992
Legal and Professional
Charges
45,81,61,143
2,13,92,175
64,61,218
73,63,161
57,15,093
Rent and Other Charges
(1)
38,64,86,514
2,87,86,194
1,92,24,496
1,39,85,112
2,17,75,846
Electricity Expenses
4,61,50,463
46,37,673
25,02,657
17,83,958
31,49,891
Repairs and Maintenance-
Others
10,89,40,281
92,13,234
1,28,39,845
1,25,49,472
1,27,87,710
Recruitment and Training
54,53,758
38,529
14,012
6,88,278
-
Printing and Stationery
2,88,44,859
67,64,166
43,72,595
10,41,358
2,88,520
Traveling and Conveyance
Expenses
11,50,31,850
1,03,02,873
1,05,64,009
98,39,155
1,01,91,750
Business Promotion
12,12,91,754
21,520
-
-
-
Payment to Auditors
comprises (net of service
tax input credit)
As Auditors
1,11,48,900
60,69,680
22,00,000
22,00,000
12,00,000
For Certification
21,23,600
7,43,260
3,00,000
3,00,000
1,00,000
Other Services
54,15,180
-
-
-
-
Reimbursement of
Expenses
20,70,510
7,43,260
3,00,000
3,00,000
2,00,000
Provision for
Contingencies (Net)(2) &
(Refer Note 37)
22,36,68,551
7,06,88,886
6,32,35,736
-
-
Provision for Loan
assets(2) & (Refer Note
37)
32,35,12,490
3,83,33,310
2,26,09,943
-
2,07,78,809
Assignment Expense
-
10,95,86,410
19,56,54,277
21,29,78,577
41,92,55,723
Advertisement
9,28,98,974
1,73,204
2,69,54,790
98,92,132
15,46,433
Bad Debts
66,81,54,038
8,53,62,258
5,87,39,299
16,11,70,743
1,48,24,469
Loss on sale of fixed
assets
41,58,906
9,92,001
10,945
12,38,246
2,41,162
Trusteeship Fees
17,56,621
2,18,000
3,86,440
-
-
Donation Expenses
30,05,000
-
-
-
-
Investment written off
(Net) (Refer Note 15(7))
73,94,643
-
-
-
-
185
Miscellaneous Expenses
1,31,57,462
18,36,195
5,22,382
1,85,196
2,41,527
2,85,66,76,868
49,90,56,859
50,88,33,196
45,57,47,914
53,82,07,778
(1) The Company has taken office premises on Lease and Leave & License basis at various locations in India.
Lease rent / License fees aggregating to Rs. 34,99,80,322 (F.Y. 2011-12 Rs. 2,45,49,339, 2010-11 Rs.
1,58,39,045, 2009-10 Rs.93,73,657, 2008-09 Rs.1,55,90,656) in respect of the same have been charged to
the Statement of Profit and Loss. The agreements are executed for periods ranging from 11 months to 9 years
with a renewable clause. In many cases, the agreements also provide for termination at will by either party by
giving a prior notice period between 30 to 90 days. The minimum lease rentals outstanding as at March 31,
2013, are as under:
Minimum Lease Rentals
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
ended March
31, 2011
For the Year
ended March
31, 2010
For the Year
ended March
31, 2009
Particulars Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
Within one year
35,43,72,631 1,62,79,783 2,31,85,806
92,81,960 20,32,548
One to Five years
70,86,94,390
2,88,11,849
4,61,62,256
1,57,29,032 7,20,800
Above Five Years
16,49,89,300
1,67,36,051
2,46,14,579
9,63,522 -
1,22,80,56,321
6,18,27,683
9,39,62,641
2,59,74,514
27,53,348
(2) During the year, in addition to the charge of Rs. 54,71,81,041 (2011-12 Rs. 10,90,22,196, 2010-11 Rs.
8,58,45,679, 2009-10 Rs. Nil, 2008-09 Rs. 2,07,78,809) towards provision for loan assets and standard
assets to the Statement of Profit and Loss, an amount of Rs. 1,32,02,00,000 (net of Deferred Tax of Rs.
67,98,00,000 ) [(2011-12 Rs. 19,04,47,091, 2008-09 to 2010-11 Rs. Nil) (net of deferred tax of Rs. Nil)],
being one time charge of provision for standard assets and other contingencies due to merger between the
Company and the erstwhile Holding company(Refer note 39) and changes in the provisioning requirements by
the National Housing Bank vide Circulars no. NHB.HFC.DIR.4/CMD/2012 dated January 19, 2012 has been
transferred from Additional Reserve created as per Section 29C of the National Housing Bank Act, 1987
pursuant to Circular No. NHB(ND)/DRS/Pol- 03/2004-05 dated August 26, 2004 as under;
Particulars
For the Year
ended
For the Year
ended
For the Year
ended
For the Year
ended
For the Year
ended
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
Contingent Provisions
against Standard Assets
22,36,68,551
7,06,88,886
6,32,35,736
-
-
Provision for Loan Assets
32,35,12,490
3,83,33,310
2,26,09,943
-
2,07,78,809
Total
54,71,81,041
10,90,22,196
8,58,45,679
-
2,07,78,809
(29) Explanatory Notes
As at As at As at As at As at
(i) Secured Redeemable
Non Convertible
Debentures include:*
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
Particulars
Amount Rs. Amount Rs. Amount Rs. Amount Rs. Amount Rs.
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
5,00,00,000 - -
-
-
186
each Redeemable on March
25, 2023**
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on March
19, 2023**
1,00,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 26, 2023**
25,00,00,000 - -
-
-
10.20 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
January 16, 2023**
35,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
December 31, 2022**
50,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
December 18, 2022
15,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
November 19, 2022
15,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
November 6, 2022
15,00,00,000 - -
-
-
10.70 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on July 6,
2022
20,00,00,000 - -
-
-
10.70 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on June
28, 2022
8,00,00,00,000 - -
-
-
10.75 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on April
3, 2022
1,25,00,00,000 - -
-
-
10.15 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 27, 2022
5,00,00,00,000 - -
-
-
10.70 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
November 22, 2021
1,00,00,00,000 1,00,00,00,000 -
-
-
10.65 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
September 7, 2021
5,00,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
15,00,00,000 - -
-
-
187
each Redeemable on March
25, 2018**
10.10 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on March
19, 2018**
1,00,00,00,000 - -
-
-
10.25 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
January 16, 2018**
40,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
December 28, 2017**
1,50,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
December 17, 2017
40,10,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on April
30, 2017
5,00,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on March
26, 2016**
1,00,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on March
4, 2016**
1,00,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
September 25, 2015
50,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
August 27, 2015
5,50,00,00,000 - -
-
-
10.65 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on July
16, 2015
20,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on July 9,
2015**
70,00,00,000 - -
-
-
4.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
8, 2015
2,00,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on April
24, 2015(2)**
7,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
27,00,00,000 - -
-
-
188
each Redeemable on March
2, 2015(2)
10.60 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 13, 2015
80,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
January 9, 2015**
65,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
December 18, 2014(2)
33,00,00,000 - -
-
-
9.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
December 1, 2014
1,00,00,00,000 1,00,00,00,000 -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
November 25, 2014(2)
60,00,00,000 - -
-
-
9.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
November 21, 2014
2,50,00,00,000 2,50,00,00,000 -
-
-
4.65 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
November 18, 2014
3,00,00,00,000 - -
-
-
10.85 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
October 31, 2014
50,00,00,000 - -
-
-
10.60 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
October 10, 2014
2,00,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
September 26, 2014
10,00,00,000 - -
-
-
10.75 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
September 22, 2014
45,00,00,000 - -
-
-
10.80 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
August 22, 2014
15,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on July 9,
2014**
65,00,00,000 - -
-
-
10.70 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
35,00,00,000 - -
-
-
189
each Redeemable on July 8,
2014
11.20 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on June
28, 2014
1,25,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
26, 2014
50,00,00,000 - -
-
-
11.20 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on April
15, 2014
50,00,00,000 - -
-
-
10.10 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on March
28, 2014(1)**
50,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on March
14, 2014(1)&(2)
2,00,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 20,
2014(1)&(2)**
2,00,00,00,000 - -
-
-
10.40 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 14, 2014(1)
2,50,00,00,000 - -
-
-
10.60 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 13, 2014(1)
60,00,00,000 - -
-
-
10.80 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 10, 2014(1)
25,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 7, 2014(1)
50,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
December 9, 2013(1)&(2)
50,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
October 16, 2013(1)&(2)
35,00,00,000 35,00,00,000 -
-
-
10.25 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
October 7, 2013(1)
25,00,00,000 - -
-
-
190
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
September 26, 2013#
15,00,00,000 - -
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
September 9, 2013(1)
1,50,00,00,000 - -
-
-
10.80 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
September 6, 2013(1)
15,00,00,000 - -
-
-
10.25 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
August 12, 2013(1)
50,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
August 10, 2013(1)&(2)
2,50,00,00,000 - -
-
-
10.80 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
August 8, 2013(1)
75,00,00,000 - -
-
-
10.70 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on July
19, 2013(1)
30,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on July 5,
2013(1)&(2)
10,60,00,00,000 - -
-
-
10.15 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on June
19, 2013(1)
50,00,00,000 - -
-
-
9.78 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on June
17, 2013#
50,00,00,000
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on June
12, 2013(1)&(2)
34,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
13, 2013(1)&(2)
22,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on April
16, 2013(1)&(2)
8,00,00,000 - -
-
-
8.40% Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
28, 2012 (pre-matured on
November 03, 2011) - -
30,00,00,000
-
-
191
8.40%Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
28, 2012 - - -
30,00,00,000
-
7.60% Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
07,2012 (pre-matured on
November 03, 2011) - -
7,50,00,000
-
-
7.25%Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
4, 2011 - -
1,20,00,00,000
1,20,00,00,000
-
7.25%Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
4, 2011 - -
40,00,00,000
40,00,00,000
-
7.35%Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on April
22, 2011 - -
75,00,00,000
75,00,00,000
-
85,61,10,00,000 4,85,00,00,000
2,72,50,00,000
2,65,00,00,000
-
(1) Current Maturity of Long Term Non Convertible Debentures as at March 31, 2013
(2) Redeemable at premium
*Redeemable Non-Convertible Debentures are secured against Immovable Property / Current Assets and pool
of Current and Future Loan Receivables of the Company.
** As at March 31, 2013, the Company was in the process of creating the charge / security on assets.
# Short Term Non Convertible
Debentures
As at As at As at As at As at
March 31, 2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
(ii) Term Loan / Working
Capital Demand Loan from
banks includes*: Amount (Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
These loans are repayable in
yearly installments with a
moratorium period of 2 years
from the date of
disbursement. The balance
tenure for these loans is 50
months (average) from the
Balance Sheet date. 57,18,33,33,332 - -
-
-
These loans are repayable in
yearly installments with a
moratorium period of 2 years
from the date of
disbursement. The balance
tenure for these loans is 51
months (average) from the
Balance Sheet date. -
25,00,00,00,000 -
-
-
These loans are repayable in
yearly installments with a
moratorium period of 2 years
from the date of
disbursement. The balance
tenure for these loans is 55
months (average) from the
Balance Sheet date. - -
13,50,00,00,000
-
-
192
These loans are repayable in
bullet at the end of the tenure
from the date of
disbursement. The balance
tenure for these loans is 7
months (average) from the
Balance Sheet date. 53,75,00,00,000 - -
-
-
These loans are repayable in
bullet at the end of the tenure
from the date of
disbursement. The balance
tenure for these loans is 5
months (average) from the
Balance Sheet date. -
11,00,00,00,000 -
-
-
These loans are repayable in
bullet at the end of the tenure
from the date of
disbursement. The balance
tenure for these loans is 28
months (average) from the
Balance Sheet date. - -
5,00,00,00,000
-
-
This loan is repayable in
quarterly installments after a
moratorium period of 1 year
from the date of first
disbursement. The balance
tenure for this loan is 51
months from the Balance
Sheet date. 5,97,22,22,220 - -
-
-
This loan is repayable in 36
quarterly installments after a
moratorium period of 1 year
from the date of first
disbursement. The balance
tenure for these loans is 104
months from the Balance
Sheet date. -
1,94,44,44,444 -
-
-
This loan is repayable in 36
quarterly installments after a
moratorium period of 1 year
from the date of first
disbursement. The balance
tenure for these loans is 116
months from the Balance
Sheet date. - -
2,00,00,00,000
-
-
These loans are repayable in
quarterly installments after a
moratorium period of 24
months from the date of first
disbursement The balance
tenure for these loans is 76
months from the Balance
Sheet date. 12,91,66,00,000 - -
-
-
This loan is repayable in 12
quarterly installments after a
moratorium period of 24
months from the date of first
disbursement The balance
tenure for these loans is 49
months from the Balance
Sheet date. -
2,00,00,00,000 -
-
-
This loan is repayable in 12
quarterly installments after a
moratorium period of 24
months from the date of first
disbursement The balance
tenure for these loans is 61
months from the Balance
Sheet date. - -
2,00,00,00,000
-
-
193
This loan is repayable in 4
half yearly installments after
moratorium period of 3 years
from the date of first
disbursement. The balance
tenure for this loans is 43
months from the Balance
Sheet date. 2,00,00,00,000 - -
-
-
This loan is repayable in 4
half yearly installments after
moratorium period of 3 years
from the date of first
disbursement. The balance
tenure for these loans is 55
months from the Balance
Sheet date. -
2,00,00,00,000 -
-
-
These loans are repayable in
18 quarterly installments with
a moratorium period of 6
months from the date of first
disbursement. The balance
tenure for these loans is 126
months from the Balance
Sheet date. 23,40,14,93,103 - -
-
-
This loan is repayable in 18
quarterly installments with a
moratorium period of 6
months from the date of first
disbursement. The balance
tenure for these loans is 52
months from the Balance
Sheet date. -
2,36,30,00,000 -
-
-
These loans are repayable in
yearly installment after the
moratorium period of 1 years
from the date of
disbursement. The balance
tenure for these loans is 35
months from the Balance
Sheet date. 15,15,00,00,000 - -
-
-
These loans are repayable in
yearly installment from the
date of disbursement. The
balance tenure for these loans
is 28 months from the
Balance Sheet date. 7,27,75,23,476 - -
-
-
This loan is repayable in
monthly installment from the
date of disbursement.. The
balance tenure for this loan is
31 months from the Balance
Sheet date. (1) 1,63,50,00,000 - -
-
-
These loans are repayable in
quarterly installment from the
date of disbursement. The
balance tenure for these loans
is 25 months from the
Balance Sheet date. 1,73,12,50,000 - -
-
-
This loan is repayable in
quarterly installment after the
moratorium of 1 years from
the date of disbursement..
The balance tenure for this
loans is 13 months from the
Balance Sheet date. 70,00,00,000 - -
-
-
These loans are repayable in
half yearly installment after
the moratorium of 1 years
from the date of
disbursement.. The balance
tenure for this loans is 7 20,00,00,000 - -
-
-
194
months from the Balance
Sheet date.
Quarterly Installment with
moratorium of 18 months
from the date of
disbursement. The balance
tenure for this loans is 58
months from the Balance
Sheet date. (2) 7,50,00,00,000 - -
-
-
These Loans are repayable in
quarterly installments with a
moratorium period of I year
from the date of
disbursement. The balance
tenure for these loans is 36
months (average) from the
Balance Sheet date. - - -
18,75,00,000
43,75,00,000
These Loans are repayable in
monthly installments with a
moratorium period of 1 year
from the date of
disbursement. The balance
tenure for these loans is 35
months (average) from the
Balance Sheet date. - - -
34,78,25,530
86,95,65,099
These Loans are repayable in
quarterly installments. The
balance tenure for these loans
is 36 months (average) from
the Balance Sheet date. - - -
83,33,00,000
1,50,00,00,000
These Loans are repayable in
yearly installments after a
moratorium period of 2 year
from the date of
disbursement. The balance
tenure for these loans is 60
months (average) from the
Balance Sheet date. - - -
2,00,00,00,000
-
These Loans are repayable in
quarterly installments. The
balance tenure for these loans
is 34 months (average) from
the Balance Sheet date. - - -
2,58,78,00,000
-
These Loans are repayable in
bullet payments The balance
tenure for these loans is 36
months (average) from the
Balance Sheet date. - - -
-
50,00,00,000
These Loans are repayable in
quarterly installments. The
balance tenure for these loans
is 36 months (average) from
the Balance Sheet date. - - -
-
92,50,00,000
1,89,41,74,22,131
44,30,74,44,444
22,50,00,00,000
5,95,64,25,530
4,23,20,65,099
*Secured by hypothecation of Loan Receivables(Current and Future) / Current Assets / Cash and Cash
Equivalents of the Company.
(1) Loan taken other than from banks for Rs. 1,63,50,00,000
(2) Includes Loan taken other than from banks for Rs. 2,99,99,99,999
(iii) Loans and Advances to Related Parties:
195
During the year, the Company raised Rs. Nil (Previous Year Rs. 3,00,00,00,000) through an issue of Perpetual
Subordinated Debt instruments by way of Unsecured Non- Convertible Redeemable Debentures of Face Value
of Rs. 1,00,000 each. These Debentures were issued to Indiabulls Financial Services Limited, the Erstwhile
Holding Company and had a tenure of minimum 15 years subject to call option with the lender to be exercised
only after 10 years with the prior approval of the NHB. This instrument qualifies as Upper Tier II Capital under
the NHB Directions, 2010, for assessing capital adequacy. The claims of the investors in Upper Tier II
instruments shall be a) Superior to the claims of investors in instruments eligible for inclusion in Tier I Capital;
and b) subordinate to the claims of all other creditors. The same has been cancelled pursuant to the Scheme of
Arrangement (Refer Note 39).
(Iv) Subordinated Debt
As at As at As at As at As at
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
10.65% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on November 15,
2027
32,60,00,000 -
-
-
-
10.65% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on June 30, 2027
49,65,00,000 -
-
-
-
10.25% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on June 28, 2027
1,00,00,00,000 -
-
-
-
10.65% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on June 05, 2027
1,10,03,00,000 -
-
-
-
10.10% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on March 28, 2023
25,00,00,000 -
-
-
-
10.10% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on March 06, 2023
20,00,00,000 -
-
-
-
10.10% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on February 18, 2023
25,00,00,000 -
-
-
-
10.65% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on January 30, 2023
10,00,00,000 -
-
-
-
10.10% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on January 14, 2023
25,00,00,000 -
-
-
-
10.20% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on December 04,
2022
20,00,00,000 -
-
-
-
10.65% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on November 15,
2022
1,10,00,000 -
-
-
-
10.30% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on October 31, 2022
25,00,00,000 -
-
-
-
10.30% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on October 22, 2022
40,00,00,000 -
-
-
-
10.30% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on October 09, 2022
35,00,00,000 -
-
-
-
10.65% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on June 05, 2022
15,00,00,000 -
-
-
-
11.00% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on March 30, 2022
15,00,00,000 -
-
-
-
11.85% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on February 22, 2022
20,00,00,000 -
-
-
-
196
11.85% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on January 31, 2022
36,20,00,000 -
-
-
-
10.50% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on March 26, 2018
1,25,00,00,000
1,25,00,00,000
-
-
-
11.60% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on June 22, 2017
10,00,000 -
-
-
-
11.60% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on May 31, 2017
15,00,00,000 -
-
-
-
7,44,68,00,000
1,25,00,00,000
-
-
-
As at As at As at As at As at
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
(v) Commercial Papers
10.20% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable July 17, 2013
30,00,00,000 -
-
-
-
9.60% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable June 20, 2013
75,00,00,000 -
-
-
-
10.20% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable June 20, 2013
3,00,00,00,000 -
-
-
-
10.00% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable June 20, 2013
2,00,00,00,000 -
-
-
-
9.85% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable June 18, 2013
50,00,00,000 -
-
-
-
9.95% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable June 17, 2013
50,00,00,000 -
-
-
-
9.85% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable June 14, 2013
50,00,00,000 -
-
-
-
10.35% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable June 6, 2013
3,75,00,00,000 -
-
-
-
10.15% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 31, 2013
25,00,00,000 -
-
-
-
10.20% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 31, 2013
1,25,00,00,000 -
-
-
-
11.00% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 30, 2013
1,00,00,00,000 -
-
-
-
10.20% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 24, 2013
2,00,00,00,000 -
-
-
-
9.95% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 21, 2013
50,00,00,000 -
-
-
-
9.82% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 17, 2013
50,00,00,000 -
-
-
-
9.12% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 15, 2013
75,00,00,000 -
-
-
-
197
9.50% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 14, 2013
50,00,00,000 -
-
-
-
9.03% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable April 30, 2013
25,00,00,000 -
-
-
-
10.25% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable April 30, 2013
50,00,00,000 -
-
-
-
10.13% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable April 25, 2013
2,00,00,00,000 -
-
-
-
8.97% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable April 23, 2013
50,00,00,000 -
-
-
-
9.65% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable April 19, 2013
50,00,00,000 -
-
-
-
10.80% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable April 17, 2013
15,00,00,000 -
-
-
-
11.30% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 28, 2012
-
25,00,00,000
-
-
-
11.60% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 25, 2012
-
1,00,00,00,000
-
-
-
11.80% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 21, 2012
-
25,00,00,000
-
-
-
12.05% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 21, 2012
-
1,50,00,00,000
-
-
-
12.05% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 18, 2012
-
25,00,00,000
-
-
-
12.00% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 13, 2012
-
50,00,00,000
-
-
-
11.75% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 13, 2012
-
50,00,00,000
-
-
-
11.50% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 06, 2012
-
50,00,00,000
-
-
-
11.30% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 04, 2012
-
50,00,00,000
-
-
-
10.10% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on May 28, 2012
-
30,00,00,000
-
-
-
10.10% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on May 07, 2012
-
7,50,00,000
-
-
-
10.15% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on May 04, 2012
-
50,00,00,000
-
-
-
12.00% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on April 20, 2012
-
50,00,00,000
-
-
-
11.60% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on April 13, 2012
-
25,00,00,000
-
-
-
7.15% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on March 30, 2011
- -
-
50,00,00,000
-
21,95,00,00,000
6,87,50,00,000
-
50,00,00,000
-
198
As at As at As at As at As at
(vi) Current Investments
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
(a) Investment in Bonds (Quoted)
Particulars Quantity Face Value (Rs.) Amount (Rs.)
Yes Bank Ltd.
10.5 BD Perpetual
FVR 10 Lacs 1500
1,50,00,00,000
1,50,00,00,000
-
-
-
-
Yes Bank Ltd.
10.5 BD Perpetual
FVR 10 Lacs 1400
1,40,00,00,000
1,40,00,00,000
-
-
-
-
Yes Bank Ltd.
10.25 BD 29JU27
FVR 10 Lacs 320
32,00,00,000
32,00,00,000
-
-
-
-
Total (a)
3,22,00,00,000
-
-
-
-
(b) Investment in Certificate of
Deposits(Quoted)
Particulars Quantity
Face Value
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
IDBI Bank
Limited CD
19MR14
2,500 25,00,00,000
23,01,15,500
-
-
-
-
IDBI Bank
Limited CD
14FB14
2,500 25,00,00,000
22,90,06,250
-
-
-
-
IDBI Bank
Limited CD
28AG13
5,000 50,00,00,000
48,17,67,000
-
-
-
-
IDBI Bank
Limited CD
10JU13
2,500 25,00,00,000
24,51,90,250
-
-
-
-
IDBI Bank
Limited CD
07JU13
5,000 50,00,00,000
49,03,28,000
-
-
-
-
Punjab National
Bank CD
25MR14
2,500 25,00,00,000
22,90,74,250
-
-
-
-
Punjab National
Bank CD
20MAR14
2,500 25,00,00,000
23,02,70,500
-
-
-
-
Punjab National
Bank CD
10MR14
2,500 25,00,00,000
22,94,17,750
-
-
-
-
Punjab National
Bank 23DEC13
2,500 25,00,00,000
23,43,95,000
-
-
-
-
Punjab National
Bank CD 17SP13
5,000 50,00,00,000
47,94,93,500
-
-
-
-
Punjab National
Bank CD 10SP13
7,500 75,00,00,000
72,04,94,000
-
-
-
-
Punjab National
Bank CD14JU13
12,500
1,25,00,00,000
1,22,71,07,500
-
-
-
-
Punjab National
Bank 10MAY13
5,000 50,00,00,000
49,45,52,500
-
-
-
-
Allahabad Bank
CD 26JU13
10,000
1,00,00,00,000
97,86,68,000
-
-
-
-
199
Allahabad Bank
17JU13
2,500 25,00,00,000
24,51,04,500
-
-
-
-
Allahabad Bank
31MAY13
7,500 75,00,00,000
73,82,20,500
-
-
-
-
IDBI Bank
12SEP13
5,000 50,00,00,000
48,01,11,500
-
-
-
-
IDBI Bank
21JU13
2,500 25,00,00,000
24,48,67,750
-
-
-
-
IDBI Bank
29MAY13
10,000
1,00,00,00,000
98,45,72,000
-
-
-
-
IDBI Bank
Limited CD
27MY13
5,000 50,00,00,000
49,22,65,500
-
-
-
-
Central Bank of
India 25MAR14
5,000 50,00,00,000
45,96,55,000
-
-
-
-
Central Bank of
India CD
07MY13
5,000 50,00,00,000
49,47,90,500
-
-
-
-
Vijaya Bank
19JU13
10,000
1,00,00,00,000
97,99,45,000
-
-
-
-
Vijaya Bank CD
13JU13
2,500 25,00,00,000
24,48,20,000
-
-
-
-
Vijaya Bank CD
27MAY13
5,000 50,00,00,000
49,24,31,500
-
-
-
-
State Bank of
Patiala CD
18SP13
2,500 25,00,00,000
23,97,68,250
-
-
-
-
State Bank of
Patiala 27MAY13
5,000 50,00,00,000
49,23,91,500
-
-
-
-
State Bank of
Patiala 24MAY13
2,500 25,00,00,000
24,64,40,000
-
-
-
-
Canara Bank
24MAR14
2,500 25,00,00,000
22,94,61,250
-
-
-
-
Canara Bank
14MAY13
5,000 50,00,00,000
49,42,72,000
-
-
-
-
Canara Bank
22APR-13
2,000 20,00,00,000
19,87,68,000
-
-
-
-
Punjab and Sind
Bank 14JU13
2,500 25,00,00,000
24,52,82,500
-
-
-
-
Punjab and Sind
Bank 10JU13
2,500 25,00,00,000
24,54,71,250
-
-
-
-
UCO Bank
13JU13
2,500 25,00,00,000
24,53,41,750
-
-
-
-
Oriental Bank of
Commerce
7JU13
2,500 25,00,00,000
24,56,98,500
-
-
-
-
Andhra Bank
10AP13
10,000
1,00,00,00,000
99,66,10,000
-
-
-
-
ING Vysya Bank
24MAY13
5,000 50,00,00,000
49,27,66,500
-
-
-
-
Total (b)
16,72,89,35,250
-
-
-
-
(c) Investment in Government
Securities(Quoted)
Particulars Quantity
Face Value
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
200
8.15%
GOVT.STOCK
2022
45,00,000 45,00,00,000
45,40,79,659
-
-
-
-
8.33%
GOVT.STOCK
2026
5,00,000 5,00,00,000
5,13,52,955
-
-
-
-
Total (c)
50,54,32,614
-
-
-
-
Total (a)+(b)+(c)'
20,45,43,67,864
-
-
-
-
(30) Contingent Liability not provided for in respect of:
(a) Contingent Liabilities not provided for in respect of Capital commitments for acquisition of fixed assets at
various branches as at the year end (net of capital advances paid) Rs. 30,0,41,74,116 (2011-12 Rs.2,02,372,
2010-11 Rs. 29,40,733, 2009-10 Rs. 1,82,412, 2008-09 Rs. 10,62,005).
(b) Demand pending u/s 143(3) of the Income Tax Act,1961 in relation to the merged company “IBFSL”
(i) For Rs. 24,14,210 with respect to FY 2007-08 against disallowance U/s 14A of the Income Tax Act,1961,
against which appeal is pending before ITAT.
(ii) For Rs.1,78,07,253 with respect to FY 2009-10 against disallowance U/s 14A of the Income Tax Act,1961,
against which appeal is pending before CIT ( Appeals)
(c) Demand pending u/s of 25, 55 , 56 & 61 of Rajasthan Sales Tax Act,2003 in relation to the merged
company “IBFSL” for Rs. 1,45,05,873 ( Including interest & Penalty)with respect to FY 2007-08 to FY 2012-13
against which appeal is pending before DC( Appeals).The company has paid tax alongwith interest for Rs.
62,31,069 under protest.
(d) Arbitration award passed by the international arbitrator against the Company for Rs. 1,92,00,07,000
(Previous Year N.A.) for purchase of 42.50% stake in Indiabulls Finance Company Private Limited (IFCPL),
which is disputed by the Company. The Company currently holds 57.50% Equity stake in IFCPL(Refer Note
15(2)).
(e) Corporate counter guarantees outstanding in respect of securitisation/ assignment agreements entered by
the Company / Holding Company with different assignees as at March 31,2013 is Rs.3,04,47,92,269 (2011-12
Rs.30,23,66,480, 2010-11 Rs. Nil 2009-10 Rs. Nil, 2008-09 Rs. 1,04,31,795) against which collateral deposit
of Rs 17,29,08,806 (2011-12 Rs.1,90,48,758, 2010-11 Rs. Nil, 2009-10 Rs. Nil , 2008-09 Rs. Nil) is being
provided to the assignees by the Company in the form of Fixed Deposit Receipts. The Company does not
anticipate any losses on account of the said corporate guarantees, in the event of the rights under guarantee
being exercised by the assignees.
(31) Segment Reporting:
Segment information, as per Accounting Standard (AS)-17 "Segment Reporting", as notified by the
Companies (Accounting Standards) Rules, 2006, as amended.
(a) Primary segment information (by business segments)
Particulars
Investing and
financing related
activities
Amount (Rs.)
Fee Income
Amount (Rs.)
Total
Amount (Rs.)
Segment Revenue
46,40,00,96,654 18,05,33,541 46,58,06,30,195
7,14,09,80,905* 71,40,86,624* 7,85,50,67,529*
2,79,66,59,443** 30,57,30,625** 3,10,23,90,068**
201
Segment Result
16,06,19,86,171 2,55,75,287 16,08,75,61,458
2,75,95,31,372* 71,29,33,864* 3,47,24,65,236*
81,17,59,809** 30,48,72,404** 1,11,66,32,213**
Less: Unallocated expenditure net
of other unallocated income
4,63,94,908
1,98,04,327*
(2,51,66,295)**
Less: Income taxes and Deferred
tax (credit)
3,76,20,96,996
95,27,87,551*
30,31,91,729**
Profit after tax
12,27,90,69,554
2,49,98,73,358*
78,82,74,190**
Segment Assets
3,82,74,63,55,520 1,81,35,980 382,76,44,91,500
74,18,06,39,652* 73,891* 74,18,07,13,543*
36,13,82,25,090**
-
36,13,82,25,090**
Unallocated Corporate Assets
2,71,93,76,430
18,26,50,711*
5,34,93,388**
Total Assets
385,483,867,930
74,36,33,64,254*
36,19,17,18,479**
Segment Liabilities
3,31,71,02,47,035 19,20,00,000 3,31,90,22,47,035
64,26,84,71,884*
-
64,26,84,71,884*
28,55,35,63,314**
-
28,55,35,63,314**
Unallocated Corporate Liabilities
4,19,12,58,228
54,40,49,831*
30,31,13,143**
Total Liabilities
336,093,505,263
64,81,25,21,715*
28,85,66,76,457**
Capital Expenditure
6,17,19,219
-
6,17,19,219
1,11,20,930*
-
11,120,930*
202
2,69,02,358**
-
2,69,02,358**
Unallocated Capital Expenditure
5,07,56,881
26,00,277*
1,56,42,712**
Total Capital Expenditure
11,24,76,100
1,37,21,207*
4,25,45,070**
Depreciation / Amortisation
7,69,94,303 18,966 7,70,13,269
89,16,612* 8,859* 8,925,471*
1,50,14,620**
-
1,50,14,620**
Unallocated Depreciation
1,50,96,925
16,26,123*
11,77,060**
Total Depreciation / Amortisation
9,21,10,194
1,05,51,594*
1,61,91,680**
Non-Cash expenditure other than
depreciation
1,34,04,93,053
-
1,34,04,93,053
19,43,84,454*
-
19,43,84,454*
14,77,69,616**
-
14,77,69,616**
Unallocated Non-Cash expenditure
other than depreciation
34,73,853
38,39,333*
-**
Total Non-Cash Expenditure other
than depreciation
1,34,39,66,906
19,83,23,787*
14,77,69,616**
* Figures relate to Financial year 2011-2012
** Figures relate to Financial year 2010-2011
For the Financial Years 2008-09 and 2009-10 the Company was operating in one reportable business
segment, hence no separate information for segment is given.
b) The Company operates solely in one Geographic segment namely "Within India" and 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 comprises of investing and financing related activities
(investing in various subsidiaries, financing of loans and credit activities) and fee income which mainly
comprises of financial service related fee based advisory services income, commission on insurance and other
fee based activities.
203
d) Segment revenue, results, assets and liabilities include amounts identifiable to each segment and amounts
allocated on a reasonable basis.
e) The accounting policies adopted for segment reporting are in line with the accounting policies adopted for
preparation of financial information as disclosed in Significant Accounting Policies (Refer Note 1) above.
(32) Disclosures in respect of AS – 18 „Related Party Disclosures?
a) Names of the Related Parties and Nature of Relationships as per the Accounting Standard – 18 "Related
Party Disclosures" as notified by the Companies (Accounting Standards) Rules, 2006, as amended
Particulars Year Ended
31st Mar 13 31st Mar 12 31st Mar 11 31st Mar 10 31st Mar 09
Holding Company
- Indiabulls
Financial
Services
Limited
Indiabulls
Financial
Services
Limited
Indiabulls
Financial
Services
Limited
Indiabulls
Financial
Services
Limited
Fellow
Subsidiary/Subsidiary
Ibulls Sales
Limited*
Ibulls Sales
Limited
Ibulls Sales
Limited
Ibulls Sales
Limited
Ibulls Sales
Limited
(Previously
known as Fast
Loans services
limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Advisory
Services
Limited*
Indiabulls
Advisory
Services
Limited
Indiabulls
Advisory
Services
Limited
Indiabulls
Advisory
Services
Limited
Indiabulls
Advisory
Services
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Alternative Asset
Management
Private Limited
(upto February
7, 2013)*
Indiabulls
Alternative
Asset
Management
Private
Limited
Indiabulls
Alternative
Asset
Management
Private
Limited
- -
Fellow
Subsidiary/Subsidiary
Indiabulls Asset
Holding
Company
Limited*
Indiabulls
Asset Holding
Company
Limited
Indiabulls
Asset Holding
Company
Limited
Indiabulls
Asset Holding
Company
Limited
Indiabulls
Asset Holding
Company
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls Asset
Management
Company
Limited*
Indiabulls
Asset
Management
Company
Limited
Indiabulls
Asset
Management
Company
Limited
Indiabulls
Asset
Management
Company
Limited
Indiabulls
Asset
Management
Company
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls Capital
Services
Limited*
Indiabulls
Capital
Services
Limited
Indiabulls
Capital
Services
Limited
Indiabulls
Capital
Services
Limited
Indiabulls
Capital
Services
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Collection
Agency Limited*
Indiabulls
Collection
Agency
Limited
Indiabulls
Collection
Agency
Limited
Indiabulls
Collection
Agency
Limited
Indiabulls
Collection
Agency
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Finance
Company Private
Limited*
Indiabulls
Finance
Company
Private
Limited
Indiabulls
Finance
Company
Private
Limited
Indiabulls
Finance
Company
Private
Limited
Indiabulls
Finance
Company
Private
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Holdings
Limited*
Indiabulls
Holdings
Limited
Indiabulls
Holdings
Limited
- -
204
Fellow
Subsidiary/Subsidiary
Indiabulls
Infrastructure
Credit Limited*
Indiabulls
Infrastructure
Credit Limited
Indiabulls
Infrastructure
Credit Limited
Indiabulls
Infrastructure
Credit Limited
Indiabulls
Infrastructure
Credit Limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Insurance
Advisors
Limited*
Indiabulls
Insurance
Advisors
Limited
Indiabulls
Insurance
Advisors
Limited
Indiabulls
Insurance
Advisors
Limited
Indiabulls
Insurance
Advisors
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls Life
Insurance
Company
Limited*
Indiabulls Life
Insurance
Company
Limited
Indiabulls Life
Insurance
Company
Limited
Indiabulls Life
Insurance
Company
Limited
Indiabulls Life
Insurance
Company
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Trustee
Company
Limited*
Indiabulls
Trustee
Company
Limited
Indiabulls
Trustee
Company
Limited
Indiabulls
Trustee
Company
Limited
Indiabulls
Trustee
Company
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Venture Capital
Management
Company
Limited *
(Subsidiary of
Indiabulls
Holdings
Limited)
Indiabulls
Venture
Capital
Management
Company
Limited
(Subsidiary of
Indiabulls
Holdings
Limited)
Indiabulls
Venture
Capital
Management
Company
Limited
(Subsidiary of
Indiabulls
Holdings
Limited)
Indiabulls
Venture
Capital
Management
Company
Limited
(Subsidiary of
Indiabulls
Holdings
Limited)
-
Fellow
Subsidiary/Subsidiary
Indiabulls
Venture Capital
Trustee
Company
Limited *
(Subsidiary of
Indiabulls
Holdings
Limited)
Indiabulls
Venture
Capital
Trustee
Company
Limited
(Subsidiary of
Indiabulls
Holdings
Limited)
Indiabulls
Venture
Capital
Trustee
Company
Limited
(Subsidiary of
Indiabulls
Holdings
Limited)
Indiabulls
Venture
Capital
Trustee
Company
Limited
(Subsidiary of
Indiabulls
Holdings
Limited)
-
Fellow
Subsidiary/Subsidiary
Nilgiri Financial
Consultants
Limited*
(Subsidiary of
Indiabulls
Insurance
Advisors
Limited)
Nilgiri
Financial
Consultants
Limited
(Subsidiary of
Indiabulls
Insurance
Advisors
Limited)
Nilgiri
Financial
Consultants
Limited
(Subsidiary of
Indiabulls
Insurance
Advisors
Limited)
Nilgiri
Financial
Consultants
Limited
(Subsidiary of
Indiabulls
Insurance
Advisors
Limited)
Nilgiri
Financial
Consultants
Limited
(Subsidiary of
Indiabulls
Insurance
Advisors
Limited)
Fellow
Subsidiary/Subsidiary
Indiabulls Asset
Reconstruction
Company
Limited from
January 11,
2013 (Associate
upto January 10,
2013)(Subsidiary
of Indiabulls
Advisory
Services
Limited)*
- - - International
Multi
Commodity
Exchange
Limited
Associate of Holding
Company
- Indiabulls
Asset
Reconstruction
Company
Limited
Indiabulls
Asset
Reconstruction
Company
Limited
Indiabulls
Asset
Reconstruction
Company
Limited
Indiabulls
Asset
Reconstruction
Company
Limited
205
Associate of Holding
Company
- - Indian
Commodity
Exchange
Limited (till
December 12,
2010)
Indian
Commodity
Exchange
Limited
-
Key Management
Personnel
Mr. Ashwini
Omprakash
Kumar, Deputy
Managing
Director
(Managing
Director till
March 19, 2013)
Mr. Ashwini
Omprakash
Kumar,
Managing
Director
(w.e.f. August
23, 2011)
- - -
Key Management
Personnel
Mr. Gagan
Banga, CEO &
Managing
Director (Non
Executive
Chairman till
March 19, 2013)
Mr. Gagan
Banga,
Director
Mr. Gagan
Banga,
Director
Mr. Gagan
Banga,
Director
Mr. Gagan
Banga,
Director
Key Management
Personnel
Mr. Sachin
Chaudhary
(CEO-Executive
Director till
March 19, 2013)
Mr. Sachin
Chaudhary,
Whole Time
Director / CEO
Mr. Sachin
Chaudhary,
Whole Time
Director / CEO
Mr. Sachin
Chaudhary,
Whole Time
Director / CEO
Mr. Sachin
Chaudhary,
Whole Time
Director / CEO
(w.e.f January
15, 2008)
Key Management
Personnel
Mr. Sameer
Gehlaut,
Chairman &
Executive
Director
Mr. Sameer
Gehlaut –
Person
exercising
significant
influence over
the Company
Mr. Sameer
Gehlaut –
Person
exercising
significant
influence over
the Company
Mr. Sameer
Gehlaut –
Person
exercising
significant
influence over
the Company
Mr. Sameer
Gehlaut –
Person
exercising
significant
influence over
the Company
Key Management
Personnel
Mr. Saurabh
Kumar Mittal,
Non -Executive
Director
Mr. Saurabh
Mittal –
Person
exercising
significant
influence over
the Company
Mr. Saurabh
Mittal –
Person
exercising
significant
influence over
the Company
Mr. Saurabh
Mittal –
Person
exercising
significant
influence over
the Company
Mr. Saurabh
Mittal –
Person
exercising
significant
influence over
the Company
Key Management
Personnel
Mr. Rajiv Rattan,
Non -Executive
Director
Mr. Rajiv
Rattan –
Person
exercising
significant
influence over
the Company
Mr. Rajiv
Rattan –
Person
exercising
significant
influence over
the Company
Mr. Rajiv
rattan,
Director upto
December 18,
2009, and
Person
exercising
significant
control over
the Company
Mr. Rajiv
Rattan,
Director
Key Management
Personnel
- - Mr.
Tejinderpal
Singh Miglani,
Director
Mr.
Tejinderpal
Singh Miglani,
Director
Mr.
Tejinderpal
Singh Miglani,
Director
Key Management
Personnel
- - Mr. Manish
Rathi,
Additional
Director w.e.f.
Nov. 15, 2010
- -
Key Management
Personnel
- - Mr. Ashish
Bhardwaj,
Director
Mr. Ashish
Bhardwaj
Additional
Director
(w.e.f.
December 18,
2009)
-
206
Key Management
Personnel
- - Mr. Aishwarya
Katoch,
Director (till
Nov. 15,
2010)
- -
Key Management
Personnel
- - - - Mr. Kamal
Batra,
Additional
Director(till
January 6,
2009)
Key Management
Personnel
Mr. Ajit Kumar
Mittal, Executive
Director (Non
Executive
Chairman till
March 19, 2013)
- - - -
* These companies were fellow subsidiaries of Indiabulls Housing Finance Limited till March 31, 2012
b) Significant transactions with related parties during the year
Amount Rs.
Nature of
Transactions
Year Ended
31st Mar 13 31st Mar 12 31st Mar 11 31st Mar 10 31st Mar 09
Finance
Loan taken
(Maximum
balance
outstanding
during the
year)
-Holding
Company
-
4,28,00,00,000
5,19,40,00,000
2,78,80,00,000
1,30,95,00,000
-Subsidiary
Companies
68,80,00,000
-
-
-
-
-Fellow
Subsidiary
Companies
-
29,80,00,000
88,00,00,000
48,00,00,000
48,00,00,000
-Key
Management
Personnel
-
-
-
-
-
Total
68,80,00,000
4,57,80,00,000
6,07,40,00,000
3,26,80,00,000
1,78,95,00,000
Loan given
(Maximum
balance
outstanding
during the
year)
-Holding
Company
-
-
50,00,00,000
40,00,00,000
-
-Subsidiary
Companies
1,40,00,00,000
-
-
-
-
-Fellow
Subsidiary
Companies
-
-
-
40,00,00,000
-
-Key
Management
Personnel
-
-
-
-
38,08,121
207
Total
1,40,00,00,000
-
50,00,00,000
80,00,00,000
38,08,121
Share Capital
Issue of Equity
Share Capital
-Holding
Company
-
-
3,00,00,00,120
-
-
Total
-
-
3,00,00,00,120
-
-
Non
Convertible
Debentures
Issue of
Perpetual
Debentures
-Holding
Company
-
3,00,00,00,000
-
-
-
Total
-
3,00,00,00,000
-
-
-
Income
Income from
Service Fee
-Holding
Company
-
53,50,000
-
-
-
Total
-
53,50,000
-
-
-
Interest
Income on
Loan
-Holding
Company
-
-
61,05,863
28,29,853
-
-Subsidiary
Companies
13,26,027
-
-
-
-
-Fellow
Subsidiary
Companies
-
-
-
6,57,530
-
Total
13,26,027
-
61,05,863
34,87,383
-
Reimbursement
of Expenses
Incurred
-Holding
Company
-
20,23,843
19,27,42,736
10,75,692
21,925
-Subsidiary
Companies
1,60,50,792
-
-
-
-
Total
1,60,50,792
20,23,843
19,27,42,736
10,75,692
21,925
Expenses
Interest
Expense on
Loan
-Holding
Company
-
-
-
5,09,41,585
2,17,84,150
-Subsidiary
Companies
4,88,78,190
-
-
-
-
-Fellow
Subsidiary
Companies
-
3,31,63,880
6,67,03,508
5,83,11,780
57,91,676
208
Total
4,88,78,190
3,31,63,880
6,67,03,508
10,92,53,365
2,75,75,826
Reimbursement
of Expenses
Paid
-Holding
Company
5,55,95,792
25,52,783
4,53,047
2,40,498
Total
-
5,55,95,792
25,52,783
4,53,047
2,40,498
Commission
/Consultancy
Paid
-Subsidiary
Companies
3,65,17,000
-
-
-
-
-Fellow
Subsidiary
Companies
-
-
4,50,00,000
-
-
Total
3,65,17,000
-
4,50,00,000
-
-
Other receipts
and payments
Investment in
Compulsory
Convertible
Cumulative
Preference
Shares
-Subsidiary
Companies
2,02,50,00,000
-
-
-
-
Bond Sales
-Subsidiary
Companies
66,48,03,715
-
-
-
-
Sale of Loan
Receivables
-Holding
Company
-
17,83,13,42,549
12,18,59,04,104
1,97,98,97,060
1,25,42,03,276
-Subsidiary
Companies
3,18,24,02,959
-
-
-
-
Total
3,18,24,02,959
17,83,13,42,549
12,18,59,04,104
1,97,98,97,060
1,25,42,03,276
Purchase of
Loan
Receivables
-Holding
Company
-
13,22,64,282
2,81,96,603
51,75,91,929
1,60,79,68,841
-Fellow
Subsidiary
Companies
-
-
-
-
-Key
Management
Personnel
-
-
-
-
Total
-
13,22,64,282
2,81,96,603
51,75,91,929
1,60,79,68,841
Salary /
Remuneration
(including
perquisite and
retirement
209
benefits)
-Key
Management
Personnel
32,23,18,746
1,16,64,633
95,89,379
55,01,875
64,30,852
Total
32,23,18,746
1,16,64,633
95,89,379
55,01,875
64,30,852
Purchase of
Certificate of
Deposit
-Holding
Company
-
73,47,02,250
-
-
-
-Fellow
Subsidiary
Companies
-
-
-
-
-
-Key
Management
Personnel
-
-
-
-
-
Total
-
73,47,02,250
-
-
-
Sale of
Certificate of
Deposit
-Holding
Company
-
73,80,89,250
-
-
-
-Fellow
Subsidiary
Companies
-
-
-
-
-
-Key
Management
Personnel
-
-
-
-
-
Total
-
73,80,89,250
-
-
-
c) Balances outstanding as at year end
Amount Rs.
Nature of
Transactions
Year Ended
31st Mar 13 31st Mar 12 31st Mar 11 31st Mar 10 31st Mar 09
Loan taken
-Holding
Company
-
-
-
-
40,50,48,000
-Fellow
Subsidiary
Companies
-
-
28,00,00,000
28,00,00,000
48,00,00,000
-Key
Management
Personnel
-
-
-
-
Total
-
-
28,00,00,000
28,00,00,000
88,50,48,000
Loan Given
-Holding
Company
-
-
-
-
-
-Subsidiary
Companies
1,40,00,00,000
-Fellow
Subsidiary
Companies
-
-
-
-
-
-Key
Management
Personnel
-
-
-
-
1,90,160
210
Total
1,40,00,00,000
-
-
-
1,90,160
Perpetual
Debentures
Issued
-Holding
Company
3,00,00,00,000
-
-
-Fellow
Subsidiary
Companies
-
-
-
-Key
Management
Personnel
-
-
-
Total
-
3,00,00,00,000
-
-
-
Assignment
Payable (Net)
-Holding
Company
-
-
11,77,08,407
-
24,90,008
-Subsidiary
Companies
4,48,34,095
-Fellow
Subsidiary
Companies
-
-
-
-
-
-Key
Management
Personnel
-
-
-
-
-
Total
4,48,34,095
-
11,77,08,407
-
24,90,008
Assignment
Receivable
(Net)
-Holding
Company
-
3,29,74,528
-
2,51,58,152
-
-Fellow
Subsidiary
Companies
-
-
-
-
-
-Key
Management
Personnel
-
-
-
-
-
Total
-
3,29,74,528
-
2,51,58,152
-
Corporate
counter
guarantees
given to third
parties by the
Company
-Holding
Company
-
-
-
-
1,04,31,795
-Fellow
Subsidiary
Companies
-
-
-
-
-
-Key
Management
Personnel
-
-
-
-
-
Total
-
-
-
-
1,04,31,795
Corporate
counter
guarantees
given to third
parties for the
Company
211
-Holding
Company
-
50,00,00,000
6,95,36,145
25,61,62,252
52,45,09,016
-Fellow
Subsidiary
Companies
-
-
70,63,276
1,18,83,629
9,43,77,248
-Key
Management
Personnel
-
-
-
-
-
Total
-
50,00,00,000
7,65,99,421
26,80,45,881
61,88,86,264
Cash collateral
given for the
Company
-Holding
Company
-
-
1,57,36,614
6,12,22,332
12,61,47,935
-Fellow
Subsidiary
Companies
-
-
42,37,966
71,30,177
5,66,26,349
-Key
Management
Personnel
-
-
-
-
-
Total
-
-
1,99,74,580
6,83,52,509
18,27,74,284
d) Statement of Material transactions during the Year
Amount Rs.
Particulars
Year Ended
31st Mar 13 31st Mar 12 31st Mar 11 31st Mar 10 31st Mar 09
Loan Taken
(Maximum
balance
outstanding
during the
year)
– Indiabulls
Financial
Services
Limited
-
4,28,00,00,000
5,19,40,00,000
2,78,80,00,000
1,30,95,00,000
– Indiabulls
Finance
Company
Private Limited
68,80,00,000
29,80,00,000
28,00,00,000
32,00,00,000
32,00,00,000
– Indiabulls
Advisory
Services
Limited
-
-
-
16,00,00,000
16,00,00,000
– Indiabulls
Infrastructure
Credit Limited
-
-
60,00,00,000
-
-
Loan Given
(Maximum
balance
outstanding
during the
year)
– Indiabulls
Financial
Services
Limited
-
50,00,00,000
40,00,00,000
-
212
– Indiabulls
Finance
Company
Private Limited
1,40,00,00,000
-
-
40,00,00,000
-
– Indiabulls
Infrastructure
Credit Limited
25,00,00,000
-
-
-
-
– Ibulls Sales
Limited
55,00,000
-
-
-
-
Reimbursement
of Expenses
Paid
– Indiabulls
Financial
Services
Limited
-
5,55,95,792
25,52,783
4,53,047
2,40,498
Reimbursement
of Expenses
Incurred
– Indiabulls
Financial
Services
Limited
-
20,23,843
19,27,42,736
10,75,692
21,925
– Indiabulls
Advisory
Services
Limited
40,40,045
-
-
-
-
– Indiabulls
Capital Services
Limited
45,22,629
-
-
-
-
– Indiabulls
Finance
Company
Private Limited
74,88,118
-
-
-
-
Commission
Paid
– Ibulls Sales
Limited
28,09,000
-
4,50,00,000
-
-
– Indiabulls
Asset
Management
Limited
3,37,08,000
-
-
-
-
Interest paid on
Loan
– Indiabulls
Financial
Services
Limited
-
5,09,41,585
2,17,84,150
– Indiabulls
Finance
Company
Private Limited
4,88,78,190
3,31,63,880
6,11,57,534
5,54,95,896
48,84,280
– Indiabulls
Advisory
Services
Limited
-
-
28,15,884
9,07,396
– Indiabulls
Infrastructure
Credit Limited
-
55,45,974
-
-
Interest
Income on
Loan
213
– Indiabulls
Financial
Services
Limited
-
61,05,863
28,29,853
-
– Indiabulls
Finance
Company
Private Limited
13,26,027
-
6,57,530
-
Investment in
Compulsory
Convertible
Cumulative
Preference
Shares
– Indiabulls
Infrastructure
Credit Limited
2,02,50,00,000
-
-
-
-
Bond Sales
– Indiabulls
Finance
Company
Private Limited
66,48,03,715
-
-
-
-
Income from
Service Fees
– Indiabulls
Financial
Services
Limited
-
53,50,000
-
-
-
Shares Issued
– Indiabulls
Financial
Services
Limited
-
-
3,00,00,00,120
-
-
Perpetual
Debentures
Issued
– Indiabulls
Financial
Services
Limited
-
3,00,00,00,000
-
-
-
Salary /
Remuneration
Remuneration
to Directors
– Sameer
Gehlaut
82,75,997
-
-
-
-
– Gagan Banga
15,43,641
-
-
-
-
– Ajit Kumar
Mittal
5,31,165
-
-
-
-
– Ashwini
Omprakash
Kumar
1,91,14,066
-
-
-
-
– Sachin
Chaudhary
1,25,85,979
1,16,64,633
95,89,379
55,01,875
64,30,852
Salary
– Sameer
Gehlaut
22,40,88,545
-
-
-
-
– Gagan Banga
4,17,97,040
-
-
-
-
214
– Ajit Kumar
Mittal
1,43,82,313
-
-
-
-
Sale of Loan
Receivables
– Indiabulls
Financial
Services
Limited
-
17,83,13,42,549
12,18,59,04,104
1,97,98,97,060
1,25,42,03,276
– Indiabulls
Infrastructure
Credit Limited
2,48,39,46,709
-
-
-
-
– Indiabulls
Finance
Company
Private Limited
69,84,56,250
-
-
-
-
Purchase of
Loan
Receivables
– Indiabulls
Financial
Services
Limited
13,22,64,282
2,81,96,603
51,75,91,929
1,60,79,68,841
Loans and
Advances
(Maximum
balance
outstanding
during the
year)
– Sachin
Chaudhary
- -
1,90,160
13,92,889
– Kamal Batra
- -
-
24,15,232
Purchase of
Certificate of
Deposit
– Indiabulls
Financial
Services
Limited
73,47,02,250
-
-
-
Sale of
Certificate of
Deposit
– Indiabulls
Financial
Services
Limited
73,80,89,250
-
-
-
Related Party relationships as given above are as identified by the Company.
(e) Breakup of outstanding Balances
Amount
(Rs.)
Particulars
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
ended March
31, 2011
For the Year
ended March
31, 2010
For the Year
ended March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
215
Loan given
Subsidiaries
- Indiabulls Finance
Company Private
Limited
1,40,00,00,000
-
-
-
-
Loan taken
Holding Company
- Indiabulls Financial
Services Limited
-
-
-
-
40,50,48,000
Subsidiaries
- Indiabulls Finance
Company Private
Limited
-
-
28,00,00,000 28,00,00,000
48,00,00,000
Perpetual Debentures
Issued
Holding Company
- Indiabulls Financial
Services Limited
-
3,00,00,00,000
-
-
-
Assignment (Payable)/
Receivable (Net)
Holding Company
- Indiabulls Financial
Services Limited
-
3,29,74,528
(11,77,08,407)
2,51,58,152
(24,90,008)
Subsidiaries
- Indiabulls Finance
Company Private
Limited
1,84,60,080
-
-
-
-
Assignment Receivable
- Indiabulls
Infrastructure Credit
Limited
(6,32,94,175)
-
-
-
-
(Assignment Payable)
Corporate counter
guarantees given to
third parties for the
Company
Holding Company
- Indiabulls Financial
Services Limited
-
50,00,00,000
6,95,36,145
25,61,62,252
52,45,09,016
- Indiabulls Capital
Services Limited
-
-
70,63,276
1,18,83,629
9,43,77,248
Cash collateral given
for the Company
- Indiabulls Financial
Services Limited
-
-
1,57,36,614
6,12,22,332
12,61,47,935
216
- Indiabulls Capital
Services Limited
-
-
42,37,966 71,30,177
5,66,26,349
(33) (a) Expenditure in Foreign
Currency:
Year ended Year ended Year ended Year ended Year ended
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
Particulars
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
Professional Expenses
3,92,16,246
-
-
-
-
GDRs listing / Issue related Expense
8,03,670
-
-
-
-
Travelling Expenses
53,32,405
Commission Expense
12,89,759
-
-
-
-
Interest Expense on Foreign
Currency Loan
1,38,10,479
-
-
-
-
Advertisement/Corporate
Sponsorship Expenses
76,35,651
-
-
-
-
Total
6,80,88,210
-
-
-
-
(b) Remittances during the year in foreign currency on account of dividends:
Final Dividend by erstwhile Holding company Indiabulls Financial Services Limited (Year ended March 31, 2012)
Number of Shareholders: 2 (Previous Year Nil)
Equity Shares held on which dividend is remitted: – 89,67,321 Equity Shares (Previous Year Nil)
Amount Remitted- Rs. 6,27,71,247 (Previous Year Rs. Nil)
Ist Interim Dividend (During the year ended March 31, 2013)
Number of Shareholders: 2 (Previous Year Nil)
Equity Shares held on which dividend is remitted: – 1,01,67,993 Equity Shares (Previous Year Nil)
Amount Remitted- Rs. 8,13,43,944 (Previous Year Rs. Nil)
2nd Interim Dividend (During the year ended March 31, 2013)
Number of Shareholders: 2 (Previous Year Nil)
Equity Shares held on which dividend is remitted: – 1,03,29,200 Equity Shares (Previous Year Nil)
Amount Remitted- Rs. 5,68,10,600 (Previous Year Rs. Nil)
Note: The Company does not have information as to the extent to which remittances, if any, in foreign
currencies on account of dividends have been made by non- resident shareholders.
(34) Earnings Per Equity Share (EPS):
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 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.
217
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
potential dilutive effect of Employee Stock Option Plan as appropriate. Potential dilutive Equity Shares on
account of Share warrants are not adjusted being anti dilutive in nature.
Particulars
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
ended March
31, 2011
For the Year
ended March
31, 2010
For the Year
ended March
31, 2009
Profit available for Equity
Shareholders as restated
(Rs.)
12,27,89,69,201
2,50,00,29,234
78,15,34,720
19,05,89,343
22,61,25,844
Weighted average number
of Shares used in
computing Basic Earnings
per Equity Share (Nos.)
31,21,18,479
15,56,89,656
13,69,83,940
13,50,00,000
13,50,00,000
Add: Potential number of
Equity share that could
arise on exercise of
Employee Stock Options /
Share Warrants (Nos.)
99,99,303
-
-
-
-
Weighted average number
of shares used in computing
Diluted Earnings per Equity
Share (Nos.)
32,21,17,782
15,56,89,656
13,69,83,940
13,50,00,000
13,50,00,000
Face Value of Equity Shares
- (Rs.)
2.00
10.00
10.00
10.00
10.00
Basic Earnings Per Equity
Share - (Rs.)
39.34
16.06
5.71
1.41
1.68
Diluted Earnings Per Equity
Share - (Rs.)
38.12
16.06
5.71
1.41
1.68
(35) 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 the respective year ends.
(36) Disclosures in terms of Circular no. NHB/ND/DRS/Pol-No. 35/2010-11 dated October 11, 2010:
(i) Disclosure for Capital to Risk Asset Ratio (CRAR) :-
CRAR
As on March
31, 2013
As on March
31, 2012
As on March
31, 2011
As on March
31, 2010
As on March
31, 2009
Items
i) CRAR (%) 18.47% 19.22% 19.71% 32.72% 39.73%
ii) CRAR - Tier I capital (%) 14.96% 12.96% 19.71% 32.72% 39.73%
iii) CRAR - Tier II Capital (%) 3.51% 6.26% 0.00% 0.00% 0.00%
(ii) Exposure to Real Estate Sector:-*
Category
As at March 31,
2013
As at March 31,
2012
As at March 31,
2011
As at March 31,
2010
a)
Direct exposure
(i)
Residential
Mortgages -
1,24,43,08,23,818
65,58,22,92,251
33,44,29,46,592
7,74,90,06,110
Lending fully
secured by
mortgages on
residential
property that is
218
or will be
occupied by the
borrower or
that is rented;
(ii)
Commercial
Real Estate -
1,46,48,61,10,923
6,47,73,32,534
70,38,86,551
38,52,20,578
Lending secured
by mortgages
on commercial
real estates
(iii)
Investments in
Mortgage
Backed
Securities
(MBS) and
other
securitised
exposures -
a. Residential - - - -
b.
Commercial
Real
Estate.
- - - -
b)
Indirect Exposure
25,00,00,000
-
- -
Fund based and non-
fund based exposures
on National Housing
Bank (NHB) and
Housing Finance
Companies (HFCs).
Note: In computing the above information certain estimates, assumptions and adjustments have been made by
the Management for its regulatory submission.
Asset Liability Management*
Maturity Pattern of Assets and Liabilities as at March 31, 2013:-
Amount (Rs. In crores)
Particulars
1 day to
30/31
days (1
month)
Over
one
month
to 2
months
Over 2
months
to 3
months
Over 3 to
6 months
Over 6
months
to 1 year
Over 1 to 3
years
Over 3 to
5 years
Over 5 to
7 years
Over 7 to
10 years
Over 10
years
Grand
Total
Liabilities
Borrowing
from banks
20.19
406.92
353.49
1,355.32
2,939.80
8,719.83
4,879.54
212.80
265.07
332.05
19,485.01
Market
borrowings
203.00
359.50
684.00
1,860.00
745.00
3,754.50
985.20
-
2,716.30
293.28
11,600.78
Assets
Advances
1,228.41
419.05
742.11
1,495.03
3,048.62
13,002.03
6,012.99
2,093.94
1,898.19
1,571.91
31,512.28
Investments
118.62
-
-
1,050.77
1,005.00
283.67
219.47
5.00
-
319.93
3,002.46
Asset Liability Management*
219
Maturity Pattern of Assets and Liabilities as at March 31, 2012:-
Amount (Rs. In crores)
Particulars
1 day to
30/31
days (1
month)
Over one
month to
2
months
Over 2
months
to 3
months
Over 3 to
6
months
Over 6
months
to 1 year
Over 1 to 3
years
Over 3 to 5
years
Over 5
to 7
years
Over 7
to 10
years
Over
10
years
Total
Liabilities
Borrowing from
banks
80.73
150.00
413.90
19.46
205.76
2,389.99
1,463.93
169.44
38.89
-
4,932.10
Market
borrowings
-
-
-
-
687.50
35.00
-
100.00
300.00
-
1,122.50
Assets
Advances
232.27
166.45
559.96
441.20
935.67
2,612.76
1,638.04
670.30
0.95
22.51
7,280.11
Investments
43.00
-
17.15
0.37
16.18
-
27.80
-
-
104.50
Asset Liability Management*
Maturity Pattern of Assets and Liabilities as at March 31, 2011:-
Amount (Rs. In crores)
Particulars
1 day to
30/31
days (1
month)
Over one
month to
2 months
Over 2
months
to 3
months
Over 3 to
6 months
Over 6
months
to 1 year
Over 1 to 3
years
Over 3
to 5
years
Over 5
to 7
years
Over 7
to 10
years
Over
10
years
Total
Liabilities
Borrowing from
banks
100.00
-
-
50.20
130.54
1,227.79
911.10
44.44
61.11
-
2,525.18
Market
borrowings
75.00
160.00
-
-
68.50
37.50
-
-
-
-
341.00
Assets
Advances
126.29
112.94
90.57
264.47
468.03
1,322.89
768.04
258.33
3.59
31.50
3,446.64
Investments
61.46
70.00
-
-
-
14.28
-
-
-
-
145.74
Asset Liability Management*
Maturity Pattern of Assets and Liabilities as at March 31, 2010:-
Amount (Rs. In crores)
Particulars
1 day to
30/31
days (1
month)
Over one
month to
2 months
Over 2
months to
3 months
Over 3 to
6 months
Over 6
months
to 1 year
Over 1 to
3 years
Over 3 to
5 years
Over 5
to 7
years
Over 7
to 10
years
Over
10
years
Total
Liabilities
Borrowing from
banks
112.64
263.14
10.60
19.29
14.95
200.00
-
-
-
-
620.62
Market
borrowings
-
-
-
-
78.00
265.00
-
-
-
-
343.00
220
Assets
Advances
30.23
18.84
19.59
55.18
100.50
306.07
210.12
82.07
8.57
24.86
856.04
Investments
373.05
-
-
19.78
1.15
14.28
-
-
-
-
408.26
Note: In computing the above information certain estimates, assumptions and adjustments have been made by
the Management for its regulatory submission.
*Since the disclosure requirement came in effect from the Financial Year 2010-11, the figures in respect of
Financial Year 2008-09 are not presented
(37) As per the Housing Finance Companies (NHB) Directions 2010, non-performing assets are recognised on
the basis of ninety days and above overdue of interest/installment. The Company has made the Provision for
Loans and Other Credit Facilities in respect of Housing and Non-Housing Loans in terms of paragraph 28 of the
Housing Finance Companies (NHB) Directions 2010 and NHB Notification No. NHB.HFC.DIR.3/CMD/2011 dated
August 05, 2011 and NHB.HFC.DIR.4/CMD/2012 dated January 19, 2012. The same is disclosed in terms of
paragraph 29(2) of the Housing Finance Companies (NHB) Directions, 2010 and NHB Circular No.
NHB(ND)/DRS/Pol.No.41/2010-11 dated September 26, 2011.
Particulars
Housing Loans Non Housing Loans
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
Substandard Assets 3,49,04,572 34,66,637 46,03,464 19,32,28,906 1,45,29,074 1,34,72,217
Doubtful Assets-
upto one Year
33,94,680 48,06,129 30,35,556 39,11,88,614 1,24,66,516 5,05,46,530
Doubtful Assets-
one to three Years
84,74,211
24,06,706 -
8,53,94,100
7,89,46,363 33,96,742
Doubtful Assets-
more than three
Years
-
-
- 2,26,68,634
-
-
Loss Assets
-
-
- -
-
-
Provision of
Depreciation on
Investments
-
-
- -
-
-
Total 4,67,73,463 1,06,79,472 76,39,020 69,24,80,254 10,59,41,953 6,74,15,489
Further the Company has made an additional provision as at March 31, 2013 of Rs. 82,23,49,495 (2011-12 Rs.
3,14,80,057, 2010-11 Rs. 3,47,13,662)
The balance loan outstanding as at March 31, 2013 for sub-standard assets is Rs. 1,52,08,89,853 (2011-12 Rs.
11,99,71,406, 2010-11 Rs. 18,07,56,806) out of which housing loan is Rs 23,36,97,149 (Previous Year Rs
23,110,915, 2010-11 Rs. 4,60,34,636) and Non housing loan is Rs 1,28,81,92,704 (2011-12 Rs 9,68,60,491,
2010-11 Rs.13,47,22,170).
The balance loan outstanding as at March 31, 2013 for doubtful assets upto one year category is Rs.
929,664,370 (2011-12 Rs 6,90,90,578, 2010-11 Rs. 26,79,10,427 ) out of which housing loan is Rs
1,35,78,721 (2011-12 Rs 1,92,24,515, Rs. 1,51,77,779) and Non housing loan is Rs 91,60,85,649 (2011-12
Rs. 4,98,66,063, 2010-11 Rs. 25,27,32,649).
The balance loan outstanding as at March 31, 2013 for doubtful assets one to three years category is Rs.
23,46,70,779 (2011-12 Rs. 20,33,82,674, 2010-11 Rs. 1,13,22,474) out of which housing loan is Rs.
2,11,85,529 (2011-12 Rs 60,16,765, 2010-11 Rs. Nil ) and Non housing loan is Rs 21,34,85,250 (2011-12,
Rs.19,73,65,908, 2010-11 Rs. 1,13,22,474).
The balance outstanding as at March 31, 2013 for doubtful assets more than three years category is Rs.
2,26,68,634 (2011-12 Rs. Nil, 2010-11 Rs. Nil) out of which housing loan is Rs Nil (2011-12 Rs Nil, 2010-11,
Rs. Nil ) and Non housing loan is Rs 2,26,88,634 (2011-12 Rs. Nil, 2010-11 Rs. Nil).
221
(38) Provision for contingencies on standard assets and loan assets as on March 31, 2013 amounting to Rs.
4,59,15,98,678 (2011-12 Rs. 51,04,59,152, 2010-11 Rs. 21,09,89,866) includes provisions for non–
performing assets, standard assets and all other contingencies.
The Company has entered into various agreements for the assignment/securitisation of loans with assignees,
wherein it has assigned/securitised a part of its secured loan portfolio amounting to Rs. 56,29,16,85,659
(2011-12 Rs. 37,23,74,47,576, 2010-11 Rs. 21,26,15,85,779, 2009-10 Rs.13,63,07,47,622, 2008-09 Rs.
11,79,44,79,992) upto March 31, 2013, being the principal value outstanding as on the date of the deals that
are outstanding as on the Balance Sheet date.
The Company assigned/securitised various loan portfolios to banks and/or other institutions which are
derecognised in the books of accounts of the Company in terms of accounting policy mentioned at Note 1 (v)
above and residual income on these Loans is being recognised over the life of the underlying loans and not on
an upfront basis.
(39) The Board of Directors at their meeting held on April 27, 2012 had approved the Scheme of Arrangement
involving the merger of Indiabulls Financial Services Limited (IBFSL, the Holding Company) with the Company
in terms of the provisions of Sections 391 to 394 of the Companies Act, 1956 (the “Scheme of Arrangement”).
The Appointed Date of the proposed merger fixed under the Scheme of Arrangement was April 1, 2012. The
Hon?ble High Court of Delhi, vide its Order dated December 12, 2012, received by the Company on February 8,
2013, approved the Scheme of Arrangement (Order). In terms of the Court approved Scheme of Arrangement,
with the filing of the copy of the Order, on March 8, 2013 with the office of ROC, NCT of Delhi & Haryana (the
Effective Date), IBFSL, as a going concern, stands amalgamated with IBHFL with effect from the Appointed
Date, being April 1, 2012 (Under the Accounting Standard 14 - Pooling of interest method). Consequent to the
Scheme of Arrangement becoming effective, the Board of Directors of the Company, at their meeting held on
March 25, 2013, issued and allotted –
i) 31,25,11,167 Equity Shares of Rs. 2 each of the Company,
ii) 2,75,00,000 Warrants of the Company (against the listed warrants of IBFSL), and
iii) 2,07,00,000 Warrants of the Company (against the unlisted warrants of IBFSL held by certain promoter
group entities and Key Management Personnel of IBFSL)
to the Equity Shareholders / Warrants holders of IBFSL, against their holdings in such Equity Shares /
Warrants, as on March 20, 2013 i.e. the record date fixed by IBFSL in this regard. The issue of Equity Shares /
warrants by the Company was in terms of the share exchange ratio as mentioned in the Court approved
Scheme of Arrangement. The Company is in the process of getting its Shares and Warrants (issued in lieu of
listed warrants of IBFSL) listed with National Stock Exchange of India Limited and BSE Limited, for which the
necessary applications are being finalised to be filed with the Stock Exchanges.
(40) The Company being a Housing Finance Company has to follow the concentration of Credit Norms as per
the NHB guidelines. Post merger of Indiabulls Financial Services Limited (the holding company) with the
Company , the company has followed these norms based on the combined Balance sheet of the Company as
merged with the Holding company from March 8, 2013 being the effective date of the merger as per the Order
of the Hon?ble High Court of Delhi.
(41) The Revised Schedule VI has become effective from April 1, 2011 for the preparation of financial
information. The adoption of revised Schedule VI does not impact recognition and measurement principles
followed for preparation and disclosures made in the financial information. This has significantly impacted the
disclosure and presentation made in the financial information. Accordingly, figures for the years ended March
31, 2012, March 31, 2011, March 31, 2010 and March 31, 2009 have been regrouped / reclassified wherever
necessary to correspond with the year ended March 31, 2013, classifications / disclosures.
(42) Restated Adjustments and Material Regrouping:-
Restated
Adjustments:-
For the Year Ended
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
222
Net profit after Tax as
per audited
accounts(a)
12,27,90,69,554
2,49,98,73,358
78,82,74,190
18,40,64,172
22,35,86,064
Restated Adjustments
relating to
short/excess provision
for tax(b)
1,00,353
(1,55,876)
67,39,470
(65,25,171)
(25,39,780)
Adjusted Profit after
tax(a-b)
12,27,89,69,201
2,50,00,29,234
78,15,34,720
19,05,89,343
22,61,25,844
Material Regrouping
In the Statement of Profit and Loss as Restated, for the years ended March 31, 2011, March 31, 2010
and March 31, 2009, Dividend Income on units of mutual funds, Profit on appreciation of Mutual Fund
Investments and Profit on sale of Investments has been regrouped under the head Revenue from Operations
in line with grouping for years ended March 31, 2012 and March 31, 2013 (Refer Note 24).
In the Statement of Assets and Liabilities as Restated, for the years ended March 31, 2012, March 31,
2011, March 31, 2010 and March 31, 2009, Provision for Loan Assets has been regrouped and netted off
under the head Loans and Advances in line with the grouping for the year ended March 31, 2013 (Refer Note
17).
In the Statement of Profit and Loss as Restated, for the years ended March 31, 2012, March 31, 2011,
March 31, 2010 and March 31, 2009, DSA Commission has been regrouped and netted off under the Other
Operating Income in line with the grouping for the year ended March 31, 2013 (Refer Note 24).
In the Statement of Profit and Loss as restated, for the years ended March 31, 2012, March 31, 2011,
March 31, 2010 and March 31, 2009, Other Bank Charges has been regrouped and disclosed under the
head Other Expenses in line with the grouping of year ended March 31, 2013 (Refer Note 28).
In the Statement of Assets and Liabilities as Restated, for the years ended March 31, 2012, Deposits
Accounts has been regrouped and disclosed under the head Other current Asset in line with the grouping
for the year ended March 31, 2013 (Refer Note 23).
In the Statement of Assets and Liabilities as Restated, for the years ended March 31, 2012, Advance
Interest on Short term borrowings, Security Deposit for Rented Premises and Security Deposit with others has
been regrouped and disclosed under the head Short term Loans and Advances in line with the grouping for
year ended March 31, 2013 (Refer Note 22).
(43) Figures for the years ended March 31, 2009 to March 31, 2012 are not comparable with figures and
Earnings per Share for the year ended March 31, 2013 due to the Scheme of Arrangement between the
Company and the erstwhile Holding company. (Refer Note 39)
(44) The restated financial information has been prepared in the format prescribed by the Revised Schedule VI
to the Companies Act, 1956
(45) Previous years figures have been regrouped / reclassified wherever necessary to correspond with the
current year?s classification / disclosures.
Annexure IX -Restated Statement of Standalone Accounting and Other Ratios
Particulars Amounts in Rs.
As at
31-Mar-13 31-Mar-12 31-Mar-11 31-Mar-10 31-Mar-09
Face Value of Equity Share
2.00
10.00
10.00
10.00
10.00
Earnings per share
-Basic earnings per share
as restated
39.34 16.06 5.71 1.41 1.68
-Diluted earnings per
share as restated
38.12 16.06 5.71 1.41 1.68
Return on net worth (%) 25.70% 26.47% 10.70% 5.37% 6.74%
Net assets value per 152.88 60.66 46.89 26.29 24.85
223
Equity share
Weighted average number
of Equity Shares used in
calculating Basic Earnings
per share
31,21,18,479
15,57,00,000
13,69,83,940
13,50,00,000
13,50,00,000
Weighted average number
of Equity Shares used in
calculating Diluted
Earnings per share
32,21,17,782
15,57,00,000
13,69,83,940
13,50,00,000
13,50,00,000
Total number of Equity
Shares outstanding as at
the end of the year
31,25,11,167
15,56,89,656
15,56,89,656
13,50,00,000
13,50,00,000
Notes:
1. The ratios have been computed as below:
Basic Earnings Per Share = Net Profit as restated attributable to Equity Shareholders
Total Weighted Average Nos. of Equity Shares outstanding
during the year
Diluted Earnings Per Share = Net Profit as restated attributable to Equity Shareholders
(Total Weighted Average Nos. of Equity Shares outstanding
during the year + Potential Weighted Average Nos. of Equity
Shares outstanding during the year)
Return on Net Worth = Net Profit as restated available to Equity Shareholders
Net Worth as restated at the end of the year
Return on Net Worth = Net Worth as restated at the end of the year
Number of Equity Share outstanding at the end of the year
Net worth - Comprises of Paid-up Equity Share Capital, plus Monies received against Share Warrants, plus
Free Reserves including Securities Premium but excluding Revaluation Reserves if any, plus credit balance in
the Statement of Profit & Loss, less Foreign Currency Monetary Item Translation Difference Account,
Intangible Assets and Net Deferred Tax Asset.
Annexure X -Restated Statement of Standalone Tax Reconciliation
Particulars Amounts in Rs.
Year ended
31-Mar-13 31-Mar-12 31-Mar-11 31-Mar-10 31-Mar-09
Profit Before Tax
excluding Long Term
Capital Gains (LTCG)
15,86,12,66,550 3,45,26,60,909 1,09,14,65,919 25,41,59,038 28,22,26,853
Long Term Capital Gain 17,99,00,000 - - - -
Tax rate on Business
Profit
32.445% 32.445% 33.218% 33.990% 33.990%
Tax rate on LTCG 10.815% - - - -
Tax at Applicable Tax
Rates (A)
5,16,56,44,117 1,12,02,15,832 36,25,57,692 8,63,88,657 9,59,28,907
Permanent Differences
Employee Compensation
Expenses
75,63,100 - - - -
Interest on Taxes / FBT 3,79,659 85,08,987 2,06,66,852 1,78,349 25,21,612
Loss on Sale of Fixed
Assets
41,58,906 9,92,001 10,945 12,38,246 2,41,162
Disallowance under
section 14 A, of the
Income Tax Act, 1961
90,00,000 40,00,000 18,52,328 15,07,187 12,86,917
224
Tax Free Income (2,19,00,96,784) (9,16,61,496) (2,80,15,220) (2,68,36,580) (4,49,84,538)
Donation 15,02,500 - - - -
Premium / Discount /
Expenses on Issue of
Debentures (Net of Tax
Impact)
(76,53,84,239) (1,86,77,189) - - -
Other Deductions (1,26,61,14,068) (42,56,28,175) (15,53,32,036) (3,65,25,959) (6,04,79,556)
Total (B) (4,19,89,90,927) (52,24,65,872) (16,08,17,131) (6,04,38,756) (10,14,14,404)
Timing Differences
Disallowance under
Section 40A(7) of the
Income-Tax Act, 1961
1,05,94,731 26,93,461 25,85,126 10,97,109 30,90,814
Disallowance under
Section 43B of the
Income-Tax Act, 1961
10,27,18,992 (20,18,746) 5,88,567 6,55,914 16,05,692
Difference between book
value of Depreciation and
tax value of Depreciation
1,70,47,302 13,15,927 60,45,451 41,01,301 24,13,198
Bad Debts (Net of
Provision)
(70,14,37,773) 10,90,22,196 8,58,45,680 (7,64,92,963) 2,07,78,809
Others 48,85,860 12,19,78,887 23,24,11,054 26,11,38,742 49,01,37,352
Total (C) (56,61,90,888) 23,29,91,725 32,74,75,878 19,05,00,103 51,80,25,865
Total (B+C) (4,76,51,81,815) (28,94,74,147) 16,66,58,747 13,00,61,347 41,66,11,461
Other Tax impacts
Deffered Tax charge for
the year
14,26,16,472 (7,35,63,917) (10,79,86,362) (6,70,26,814) (17,65,13,351)
Tax expense (1,54,60,63,240) (9,39,19,887) 5,53,59,869 4,42,07,852 14,16,06,236
Prior period tax
adjustments
- 55,523 - - -
Total (D) (1,40,34,46,768) (16,74,28,281) (5,26,26,493) (2,28,18,962) (3,49,07,115)
Tax expense for the year
as per Restated
Statement of Profit and
Loss (A+D)
3,76,21,97,349
95,27,87,551
30,99,31,199
6,35,69,695
6,10,21,792
Annexure XI - Restated Standalone Capitalisation Statement
Amounts in Rs.
Particulars Pre- issue as at
March 31, 2013
Post- issue
Short Term Debt 63,81,01,39,094 63,81,01,39,094
Long Term Debt (Including Current Maturities) 2,47,04,76,98,655 2,47,04,76,98,655
Total Debt 3,10,85,78,37,749 3,10,85,78,37,749
Equity Share Capital 62,50,22,334 62,50,22,334
Reserves excluding Foreign Currency Monetary Item
Translation Difference Account
47,66,47,13,808 47,66,47,13,808
Money received against share warrants 1,12,81,50,000 1,12,81,50,000
Total Shareholders' Funds 49,41,78,86,142 49,41,78,86,142
Long Term Debt/Total Shareholders' Funds 5.00 5.00
Annexure XII -Statement of Standalone Dividends
Particulars As at
31-Mar-13 31-Mar-12 31-Mar-11 31-Mar-10 31-Mar-09
Equity Dividend
Equity shares (In nos)
225
31,25,11,167 15,56,89,656 15,56,89,656.00 13,50,00,000 13,50,00,000
Face value (Rs.) 2.00 10.00 10.00 10.00 10.00
Equity Share Capital
(Amount in Rs. )
62,50,22,334
1,55,68,96,560
1,55,68,96,560
1,35,00,00,000
1,35,00,00,000
Rate of Dividend % 999.59% 0.00% 0.00% 0.00% 0.00%
Dividend per Equity
Share (Rs.)
20.00 - - - -
Amount of Dividend
(Rs.)
6,24,76,34,270 0.00 - 0.00 0.00
Dividend Distribution
Tax(Amount in Rs.)
1,02,92,14,438 - - - -
226
Note No. As at March 31, 2013
Amount (Rs.)
3 62,50,22,334
4 49,93,26,06,625
5 1,12,81,50,000
3(viii) 1,44,87,11,226
6 1,82,34,45,98,867
7 7,83,79,523
8 3,69,98,98,484
9 65,81,01,39,094
10 2,85,29,227
11 77,94,34,71,270
12 8,24,86,67,870
3,91,28,81,74,520
13
44,43,42,423
1,13,33,882
4,00,000
14 15,15,55,854
15 1,64,12,86,277
16 2,71,54,75,48,721
17 4,83,72,87,544
18 22,92,73,39,063
19 2,24,47,293
20 48,88,18,06,215
21 37,26,04,59,122
22 3,56,23,68,126
3,91,28,81,74,520
Annexure V: Restated Consolidated Summary Statement of Assets and Liabilities
Particulars
I. EQUITY AND LIABILITIES
(1) Shareholders' funds
Long-term borrowings
Share capital
Reserves and surplus
Money received against share warrants
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions
Other long-term liabilities
Long-term provisions
(4) Current liabilities
(2) Minority Interest
(3) Non-current liabilities
Total
II. ASSETS
(1) Non-current assets
Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
Non-current investments
Current investments
Trade receivables
Cash and bank balances
Short-term loans and advances
Deferred tax assets (net)
Long-term loans and advances
Other non-current assets
(2) Current assets
Other current assets
Total
Note: The above statement should be read with the Notes to the Restated Consolidated
Summary Statement of Assets and Liabilities, Summary Statement of Profit and Loss and
Summary Statement of Cash Flows as appearing in Annexure – VIII.
227
Note No.
For the Year ended
March 31, 2013
Amount (Rs.)
23 47,29,41,57,642
24 48,53,53,542
47,77,95,11,184
25 2,24,54,72,772
26 25,99,08,79,085
13 9,38,45,876
27 2,89,79,41,515
31,22,81,39,248
16,55,13,71,936
3,75,29,34,475
16,55,042
15 13,61,33,548
Total Tax Expense 3,89,07,23,065
(7) Restated Adjustments(Refer Note 37) (16,55,042)
12,66,23,03,913
(9) Minority Interest 7,62,42,468
(10) Profit after Minority interest (8-9) 12,58,60,61,445
33 40.20
38.95
2.00
Particulars
(1) Revenue from operations
Annexure VI: Restated Consolidated Summary Statement of Profit and Loss
Employee benefits expense
Finance costs
(2) Other income
(3) Total revenue (1+2)
(4) Expenses
(5) Profit before tax (3-4)
Depreciation and amortisation expense
Other expenses
Total expenses
(8) Profit after tax (5-6-7)
(6) Tax expense
Current tax expense
Current tax expense relating to prior years
Deferred tax charge (Net)
(11) Earnings Per Equity share:
Basic
Diluted
Face value per Equity share
Note: The above statement should be read with the Notes to the Restated Consolidated
Summary Statement of Assets and Liabilities, Summary Statement of Profit and Loss and
Summary Statement of Cash Flows as appearing in Annexure – VIII.
228
Amount (Rs.) Amount (Rs.)
A Cash flows from operating activities :
Profit before tax 16,55,13,71,936
Adjustments for :
Share of (Profit) in Associate (7,77,845)
Employee Stock Compensation 75,63,100
Provision for Gratuity 1,28,50,578
Provision for Compensated Absences 60,76,184
Provision for Superannuation 9,79,72,503
Provision for Loan Assets 32,35,12,490
Contingent Provisions against Standard Assets 23,95,88,041
Depreciation / Amortisation 9,38,45,876
Bad Loans / Advances written off 66,90,07,097
Loss on sale on Fixed Assets 41,58,906
(10,58,801)
1,45,27,38,129
Operating Profit before working capital changes 18,00,41,10,065
Adjustments for:
Trade and Other Receivables 90,53,75,180
Loans and Advances (56,28,65,90,971)
Trade Payables and other liabilities (Refer Note No. 2 below) 4,37,17,26,098
(51,00,94,89,693)
Cash used in operations (33,00,53,79,628)
Income taxes paid (Net) (3,08,21,17,434)
Net cash used in operating activities (36,08,74,97,062)
B Cash flows from investing activities :
Purchase of Fixed Assets (11,41,25,143)
Sale of Fixed Assets 51,70,554
Capital Advances 2,44,677
Net receipts from Investment in deposit accounts (2,84,45,31,813)
Proceeds from Investments in Mutual Funds / Other Current Investments (Net) 1,91,81,21,441
Aggregate cash flows consequent to conversion of Associate to Subsidiary (Net) 4,23,69,007
Net cash used in investing activities (99,27,51,277)
C Cash flows from financing activities :
Proceeds from Issue of Equity Share through ESOPs (Including Securities Premium) 6,81,87,021
Proceeds from Issue of Share Warrants 1,12,81,50,000
Distribution of Equity Dividends (including Corporate Dividend Tax thereon) (7,43,10,26,841)
Debenture issue expenses (96,29,62,366)
Proceeds from Term loans-(Net) 17,14,76,90,906
Repayment of Commercial Papers (Net) (96,50,00,000)
Net proceeds from issue of Secured Redeemable Non-Convertible Debentures 23,45,39,18,000
Net proceeds from issue of Subordinated Debt 5,33,38,00,000
Proceeds from issue of Perpetual Debt 1,00,00,00,000
Net proceeds from Working capital loans 13,50,00,00,000
Net cash flows from financing activities 52,27,27,56,720
D Exchange difference on translation of balances denominated in foreign currency (64,341)
E Net Increase in cash and cash equivalents (A+B+C+D) 15,19,24,44,040
F Cash and cash equivalents received under Scheme of Arrangement 51,14,16,72,832
G Cash and cash equivalents at the end of the year (E + F) (Refer Note 5 below) 66,33,41,16,872
Notes:
1
2
3
4
5
Cash and Bank Balances
(Ref er Note 20)
48,88,18,06,215
17,83,23,39,063
66,71,41,45,278
Less: In deposit accounts having maturity of more than 3 months 37,81,57,207
Less : Unrealised gains on appreciation of Mutual Fund Investments (Current Investments) 18,71,199
Cash and cash equivalents as restated 66,33,41,16,872
6
7
8
Note: The above statement should be read with the Notes to the Restated Consolidated Summary Statement of Assets and Liabilities,
Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in Annexure – VIII.
Unclaimed Dividend account balances in designated bank accounts are not available for use by the Company.
(Ref er Note 20)
Since this is the first year of preparation of Consolidated Financial Statements of the Company, previous year figures have not been presented.
(Unrealised) gains on appreciation of Mutual Fund Investments (Current Investments)
The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard (AS) - 3 on 'Cash Flow Statements', as
notified under the Companies (Accounting Standards) Rules, 2006, as amended.
Trade payables and other liabilities include Rs. 2,06,35,68,150 being amount payable (net) on assigned loans.
Margin Deposits of Rs. 4,72,56,08,142 have been placed as collateral for Assignment deals on which assignees have a paramount lien.
Cash and cash equivalents at the end of the year include:
Deposits of Rs. 39,77,205 are under lien with Bank.
Current Investments in Units of Mutual Funds / Other Current Investments considered as temporary
deployment of funds
(Ref er Note 18)
The above Cash Flow Statement has been presented after giving effect to the Scheme of Arrangement.
(Ref er Note 36)
March 31, 2013
Restated Consolidated Summary Statement of Cash Flows
For the Year ended
229
(1)
Name of
Associates
Country of
Incorporation
Year /
Period
Ownership
interest (%)
Original cost of
investment
(Rs.)
Share of post
acquisition
Reserves and
Surplus (Rs.)
Carrying cost
of Investment
(Rs.)
Statutory Auditor
*Refer Note 14(2)
v.) Companies included in consolidation:
Country of
Incorporation
Proportion of
Ownership
Interest
Statutory Auditor
India 100% A Sardana & Co.
India 100% A Sardana & Co.
India 100% Sumit Mohit & Company
India 57.50% Deloitte Haskins & Sells
India 100% Sumit Mohit & Company
India 100% A Sardana & Co.
India 100% A Sardana & Co.
India 100% Sumit Mohit & Company
India 100% A Sardana & Co.
India 100% A Sardana & Co.
India 100% A Sardana & Co.
India 100% Sharma Goel & Co.
India 100% Sharma Goel & Co.
India 100% Sharma Goel & Co.
India 100% Sharma Goel & Co.
India 75.00% A Sardana & Co.
Singapore 100%
Indiabulls Asset Holding Company Limited
Indiabulls Life Insurance Company Limited
Indiabulls Asset Management Company Limited
01-April-2012 to 31-March-2013
i.) Basis of Consolidation:
The consolidated financial informations are prepared in accordance with Accounting Standard (AS) - 21 on „Consolidated Financial Statements? and
Accounting Standard (AS) - 23 on „Accounting for Investments in Associates in Consolidated Financial Statements? as notified by the Companies
(Accounting Standards) Rules, 2006, as amended. Reference in these notes to the Company, Holding Company, Companies or Group shall mean to
include Indiabulls Housing Finance Limited (“the Company", "IBHFL”) and / or any of its subsidiaries, unless otherwise stated.
ii.) Principles of Consolidation:
The Consolidated Financial Information relate to Indiabulls Housing Finance Limited (the „Company? „Parent?) and its direct and indirect subsidiaries
and associate company (collectively referred to as „the Group?). The consolidated financial information have been prepared using uniform accounting
policies and on the following basis:
(i) The financial informations of the Company and its subsidiaries have been combined on a line-by-line basis by adding together the book values of like
items of assets, liabilities, income and expenses, after eliminating intra-group transactions and intra-group balances and resultant unrealised profits/
losses.
(ii) Minority Interest?s share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income of the Group in order to
arrive at the net income attributable to the shareholders of the Company.
(iii) Investments of the Group in associate companies is accounted as per the Equity Method under Accounting Standard 23 – „Accounting for
Investments in Associates in Consolidated Financial Statements?.
(iv) The financial informations of the subsidiaries and associate company used in the consolidated financial statements are consolidated from the date
of the acquisition and are drawn up to the same reporting date as of the Company.
iii.) Goodwill / Capital Reserve on consolidation:
Goodwill / Capital Reserve represents the difference between the Company?s share in the net worth of subsidiaries, and the cost of acquisition at each
point of time of making the investment in the subsidiaries. For this purpose, the Company?s share of net worth is determined on the basis of the latest
financial informations prior to the acquisition after making necessary adjustments for material events between the date of such financial informations
and the date of the respective acquisition. Capital Reserve on consolidation is adjusted against Goodwill on consolidation, if any. The Goodwill on
consolidation is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may have been impaired.
iv.) Investment in Associates
Investment in entities in which the holding Company has significant influence but not a controlling interest are reported according to the equity method
i.e. the investment is initially recorded at cost, identifying any goodwill / capital reserve arising at the time of acquisition. The carrying amount of the
investment is adjusted thereafter for the post acquisition change in the investor?s share of net assets of the investee. The consolidated Statement of
Profit and Loss includes the investor?s share of results of the operations of the investee.
The particulars of investment in associate companies as at March 31, 2013 are as under:
Indiabulls Infrastructure Credit Limited
Indiabulls Advisory Services Limited
Nilgiri Financial Consultants Limited
Indiabulls Finance Company Private Limited
Indiabulls Capital Services Limited
Indiabulls Asset
Reconstruction
Company Limited*
India 24.02% 1,22,50,000
01-April-
12 to 10-
January-
13
41,71,968 -
01-April-2012 to 31-March-2013
01-April-2012 to 31-March-2013
Name of subsidiaries
Ibulls Sales Limited
Indiabulls Insurance Advisors Limited
01-April-2012 to 31-March-2013
01-April-2012 to 31-March-2013
01-April-2012 to 31-March-2013
Indiabulls Trustee Company Limited
Indiabulls Holdings Limited
01-April-2012 to 31-March-2013
01-April-2012 to 31-March-2013
Annexure VIII: Notes forming part of Restated Consolidated Summary Statements
Indiabulls Collection Agency Limited
01-April-2012 to 31-March-2013
01-April-2012 to 31-March-2013
01-April-2012 to 31-March-2013
A Sardana & Co.
01-April-2012 to 31-March-2013
Year / Period ended included In
consolidation
01-April-2012 to 31-March-2013
Significant Accounting Policies
01-April-2012 to 31-March-2013
01-April-2012 to 31-March-2013
01-April-2012 to 07-February-2013
Indiabulls Asset Reconstruction Company
Limited* 11-January-2013 to 31-March-2013
Indiabulls Venture Capital Management
Company Limited
Indiabulls Venture Capital Trustee Company
Limited
Indiabulls Alternative Asset Management Private
Limited**
230
*Refer Note 14(2)
vi.) Basis of Accounting:
The financial informations are prepared under the historical cost convention on an accrual basis in accordance with the Generally Accepted Accounting
Principles in India (Indian GAAP) and Accounting Standards (AS) as notified by the Companies (Accounting Standards) Rules, 2006, as amended.
vii.) Prudential Norms:
The Company follows The Housing Finance Companies (NHB) Directions, 2010 ("NHB Directions, 2010") as amended from time to time, in respect of
income recognition, income from investments, accounting of investments, asset classification, disclosures in the Balance Sheet and provisioning. The
Non Banking Financial Companies in the Group follows the Reserve Bank of India (“RBI”) Directions in respect of “Non-Banking Financial (Non-Deposit
Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 dated February 22, 2007 and as amended from time to time
(“RBI Directions, 2007”), in respect of income recognition, income frominvestments, accounting of investments, asset classification, disclosures in the
Balance Sheet and provisioning. Accounting Standards (AS) as notified by the Companies (Accounting Standards) Rules, 2006, as amended and
Guidance Notes issued by The Institute of Chartered Accountants of India (“ICAI”) are followed insofar as they are not inconsistent with the NHB
Directions, 2010 / RBI Directions, 2007 .
viii.) Use of Estimates:
The preparation of financial informations in conformity with Indian GAAP requires the Management to make estimates and assumptions that affect the
reported amount of assets and liabilities on the date of the financial informations and the reported amount of revenues and expenses during the
reporting period. Differences between the actual result and estimates are recognised in the year in which the results are known / materialised.
** Struck off from the records of Accounting and Corporate Regulatory Authority of Singapore on February 7, 2013 (Refer Note 14(3)).
The consolidated financial informations are presented, to the extent possible, in the same format as that adopted by the holding Company for its
independent financial informations.
xii.) Depreciation / Amortisation:
Depreciation on tangible fixed assets is provided on straight-line method at the rates specified in Schedule XIV to the Companies Act, 1956.
Depreciation on additions to fixed assets is provided on a pro-rata basis from the date the asset is put to use. Leasehold improvements are amortised
over the period of Lease. Depreciation on sale / deduction from fixed assets is provided for up to the date of sale / deduction, as the case may be.
Assets costing less than Rs. 5,000 each are fully depreciated in the year of capitalisation.
Intangible assets consisting of Software are amortised on a straight line basis over a period of four years fromthe date when the assets are available
for use.
ix.) Revenue Recognition:
Interest Income from financing and investing activities and others is recognised on an accrual basis. In terms of the NHB Directions, 2010 / RBI
Directions, 2007 interest income on Non-performing assets ('NPAs') is recognised only when it is actually realised.
Processing Fees in respect of loans given is recognised on sanction / disbursement as per the terms of the contract.
Income from Fee based Advisory Services is recognised on an accrual basis.
Commission on insurance policies sold is recognised when the Company under its agency code sells the insurance policies and when the same is
accepted by the principal insurance company.
Repayment of loans is as stipulated in the respective loan agreements or by way of Equated Monthly Installments (EMI?s) comprising principal and
interest. EMI?s commence once the entire loan is disbursed. Pending commencement of EMI's, Pre-EMI interest is payable every month and accounted
for on accrual basis.
Dividend income on Equity Shares is recognised when the right to receive the dividend is unconditional as at the Balance Sheet date. In terms of the
Housing Finance Companies (NHB) Directions 2010 / RBI Directions, 2007 wherever applicable, Dividend Income on units of Mutual Fund(s) held by
the Company are recognised on cash basis as per the NHB Directions, 2010.
Interest Income on Inter Corporate Deposits and Deposit Accounts are recognised on accrual basis.
Transactions in respect of Investment / Dealing in Securities are recognised on trade dates.
Income from management fees are recognised on an accrual basis in accordance with the SEBI regulations.
xi.) Fixed Assets:
(a) Tangible Assets:
Tangible fixed assets are stated at cost, net of tax / duty credits availed, less accumulated depreciation / impairment losses, if any. Cost includes
original cost of acquisition, including incidental expenses related to such acquisition and installation.
(b) Intangible Assets:
Intangible assets are stated at cost, net of tax / duty credits availed, less accumulated amortisation / impairment losses, if any. Cost includes original
cost of acquisition, including incidental expenses related to such acquisition.
x.) Securitisation / Assignment of Loan portfolio:
Derecognition of loans assigned/securitised in the books of the Company, recognition of gain / loss arising on securitisation /assignment and
accounting for credit enhancements provided by the Company is based on the guidelines issued by Institute of Chartered Accountants of India.
Derecognition of loans assigned / securitised in the books of the Company is based on the principle of surrender of control over the loans resulting in a
“true sale” of loans.
ResiduaI income on Assignment / Securitisation of Loans is recognised over the life of the underlying loans and not on an upfront basis.
Credit enhancement in the form of cash collateral, if provided by the Company, by way of deposits is included under Cash and bank balances / Loans
and Advances, as applicable.
231
xix.) Borrowing Cost:
Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalised as part of cost of the asset. All
other borrowing costs are charged to the Statement of Profit and Loss.
xiii.) Impairment of Assets:
The Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the
Company estimates the recoverable amount of the asset. The recoverable amount is the higher of an asset?s net selling price and its value in use. If
such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount,
the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Statement of Profit
and Loss. If at the Balance Sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is
reassessed and the asset is reflected at the recoverable amount.
xv.) Share/Debenture Issue Expenses and Premium/Discount on Issue:
Share/Debenture issue expenses, net of tax, are adjusted against the Securities Premium Account, as permissible under Section 78(2) of the
Companies Act, 1956, to the extent of balance available and thereafter, the balance portion is charged to the Statement of Profit and Loss, as incurred.
Premium/Discount on Issue of debentures, net of tax, are adjusted against the Securities Premium Account, as permissible under Section 78(2) of the
Companies Act, 1956, to the extent of balance available and thereafter, the balance portion is charged to the Statement of Profit and Loss, as incurred.
xiv.) Taxes on Income:
Current tax is determined as the tax payable in respect of taxable income for the year and is computed in accordance with relevant tax regulations.
Deferred tax resulting from timing differences between accounting income and taxable income is accounted for at the tax rates and the tax laws
substantively enacted as at the Balance Sheet date, to the extent that the timing differences are expected to crystallise / capable of reversal in one or
more subsequent periods..
Deferred Tax Assets are recognised where realisation is reasonably certain whereas in case of carried forward losses or unabsorbed depreciation,
deferred tax assets are recognised only if there is virtual certainty of realisation backed by convincing evidence that there will be sufficient future taxable
income available to realise such assets. Deferred Tax Assets are reviewed for the appropriateness of their respective carrying values at each Balance
Sheet date.
xvii.) Employee benefits:
The Company?s contribution to Provident Fund is charged to the Statement of Profit and Loss. The Company has unfunded defined benefit plans as
Compensated Absences and Gratuity for all eligible employees, the liability for which is determined on the basis of an actuarial valuation at the end of
the year using the 'Projected Unit Credit Method'. Actuarial gains and losses comprise experience adjustments and the effects of change in actuarial
assumptions and are recognised in the Statement of Profit and Loss as income or expenses, as applicable. Superannuation (Pension & Medical
coverage) payable to a Director on retirement is actuarially valued at the end of the year using the Projected Unit Credit Method. Actuarial gains and
losses comprise experience adjustments and the effects of change in actuarial assumptions and are recognised in the Statement of Profit and Loss as
income or expenses as applicable.
xviii.) Commercial Papers:
The liability is recognised at the face value of the Commercial Paper at the time of its issue. The discount on issue of Commercial Papers is amortised
over the tenure of the instrument.
xx.) Deferred Employee Stock Compensation Cost:
Deferred employee stock compensation cost for stock options are recognised on the basis of generally accepted accounting principles and are
measured by the difference between the intrinsic value of the Company?s shares of stock options at the grant date and the exercise price to be paid by
the option holders. The compensation expense is amortised over the vesting period of the options. The fair value of options for disclosure purpose is
measured on the basis of a valuation certified by an independent firm of Chartered Accountants in respect of stock options granted.
xvi.) Investments:
Investments are classified as long term and current investments. Long term investments are carried individually at cost less provision, if any, for
diminution other than temporary in the value of such investments. In terms of NHB Directions, 2010, quoted Current investments are valued at lower of
cost or market value. Unquoted current investments in units of Mutual Funds are valued as per Net Asset Value of the Plan. Provision for diminution in
value of investments is made in accordance with the NHB Directions, 2010 and Accounting Standard (AS) - 13 „Accounting for Investments? as notified
by the Companies (Accounting Standards) Rules, 2006, as amended.
xxi.) Leases:
In case of assets taken on operating lease, the lease rentals are charged to the Statement of Profit and Loss on a straight line basis in accordance with
Accounting Standard (AS) 19 – Leases as notified by the Companies (Accounting Standards) Rules, 2006, as amended.
xxii.) Segment Reporting:
The Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organisation and management
structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are
evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.
xxiii.) Derivative Transactions:
The Company has entered into Interest Rate Swap (IRS) and Foreign Currency Options(FCO). All outstanding IRS contracts and FCO contracts are
marked-to-market as at the year end. Losses are recognised in the Statement of Profit and Loss based on category of contracts and gains towards
category of contracts are ignored, in line with the Announcement made by the ICAI dated March 29, 2008. Any profit/loss arising on
cancellation/unwinding of IRS contracts and FCO contract are recognised as income or expenses for the period. Premium / discount on IRS / FCO
contract which are not intended for trading or speculation purposes, are amortised over the period of the contracts if such contracts relate to monetary
items as at the Balance Sheet date, except in case where they relate to the acquisition or construction of fixed assets, in which case, they are adjusted
to the carrying cost of such assets.
232
(2)
xxvii.) Equity Index / Stock Futures:
a) Initial Margin – Equity Index/ Stock Futures, representing the initial margin paid, and Margin Deposits representing additional margin paid over and
above the initial margin, for entering into a contract for equity index/ stock futures which are released on final settlement/squaring-up of the underlying
contract, are disclosed under Loans and Advances.
b) Equity index/ stock futures are marked-to-market on a daily basis. Debit or credit balance disclosed under Loans and Advances or Current
Liabilities, respectively, in the Mark-to-Market Margin – Equity Index/ Stock Futures Account, represents the net amount paid or received on the basis of
movement in the prices of index/ stock futures till the Balance Sheet date.
c) As on the Balance Sheet date, profit/loss on open positions in equity index/ stock futures is accounted for as follows:
• Credit balance in the Mark-to-Market Margin – Equity Index/Stock Futures Account, being the anticipated profit, is ignored and no credit for the same
is taken in the Statement of Profit and Loss.
• Debit balance in the Mark-to-Market Margin – Equity Index/Stock Futures Account, being the anticipated loss, is adjusted in the Statement of Profit
and Loss.
d) On final settlement or squaring-up of contracts for equity index/stock futures, the profit or loss is calculated as the difference between the
settlement/squaring-up price and the contract price. Accordingly, debit or credit balance pertaining to the settled/squared-up contract in Mark-to-Market
Margin – Equity Index/Stock Futures Account after adjustment of the provision for anticipated losses is recognised in the Statement of Profit and Loss.
When more than one contract in respect of the relevant series of equity index/stock futures contract to which the squared-up contract pertains is
outstanding at the time of the squaring-up of the contract, the contract price of the contract so squared-up is determined using the weighted average
cost method for calculating the profit/loss on squaring-up.
Corporate Information:
The Board of Indiabulls Housing Finance Limited (100% subsidiary of "IBFSL") and Indiabulls Financial Services Limited ("IBFSL") at their meeting
held on April 27, 2012 had approved the Scheme of Arrangement involving the reverse merger of IBFSL with the Company in terms of the provisions of
Sections 391 to 394 of the Companies Act, 1956 (the “Scheme of Arrangement”). The Appointed Date of the proposed merger fixed under the Scheme
was April 1, 2012. The Hon?ble High Court of Delhi, vide its Order dated December 12, 2012, received by the Company on February 8, 2013, approved
the Scheme of Arrangement. In terms of the Court approved Scheme of Arrangement, with the filing of the copy of the Order, on March 8, 2013, with the
office of ROC, NCT of Delhi & Haryana (the Effective Date), IBFSL, as a going concern, stands amalgamated with IBHFL with effect from the Appointed
Date, being April 1, 2012. Since this is the first year of preparation of Consolidated Financial Informations of the Company, therefore previous year
figures are not presented.
Indiabulls Financial Services Limited ( “IBFSL”) was incorporated on January 10, 2000 as a Private Limited Company. On March 30, 2001, the
Company was registered under Section 45-IA of the Reserve Bank of India (RBI) Act, 1934 to carry on the business of a Non-Banking Financial
Company. The Company was converted into a public limited Company pursuant to Section 44 of the Companies Act, 1956 on February 03, 2004.
Indiabulls Housing Finance Limited (“the Company”) ("IBHFL") was incorporated on May 10, 2005. On December 28, 2005 the Company was
registered under Section 29A of the National Housing Bank Act, 1987 to commence / carry on the business of a Housing Finance Institution without
accepting public deposits. The Company is required to comply with provisions of the National Housing Bank Act, 1987, the Housing Finance
Companies (NHB) Directions, 2010 and other guidelines / instructions / circulars. issued by the National Housing Bank from time to time.
xxiv.) Foreign Currency Transactions and Translations :
i. Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of transaction.
ii. Monetary items denominated in foreign currencies at the year end are translated at year end rates. In case of Forward Foreign Exchange Contract
(FEC), the difference between the year-end rate and the rate on the date of the contract is recognised as exchange difference and the premium on such
forward contracts is recognised over the life of the forward contract. Any profit/loss arising on cancellation or renewal of forward contract is recognised
as income or expense for the period.
iii. Non monetary foreign currency items are carried at cost.
iv. Exchange differences arising on settlement / restatement of short-term foreign currency monetary assets and liabilities of the Company are
recognised as income or expense in the Statement of Profit and Loss.
v. The exchange differences arising on settlement / restatement of long-term monetary items which do not relate to acquisition of depreciable fixed
assets are amortised over the maturity period / upto the date of settlement of such monetary items, whichever is earlier, and charged to the Statement of
Profit and Loss. The unamortised exchange differences are carried in the Balance Sheet as “Foreign Currency Monetary Item Translation Difference
Account” net of the tax effect thereon, where applicable.
xxvi.) Stock of Securities:
Stock of securities is valued at lower of cost and net realisable value. Cost is determined on weighted average basis.
The Company is engaged in the business to provide finance and to undertake all lending and finance to any person or persons, co-operative society,
association of persons, body of individuals, companies, institutions, firms, builders, developers, contractors, tenants and others either at interest or
without and/or with or without any security for construction, erection, building, repair, remodeling, development, improvement, purchase of houses,
apartments, flats, bungalows, rooms, huts, townships and/or other buildings and real estate of all descriptions or convenience there on and to equip the
same or part thereof with all or any amenities or conveniences, drainage facility, electric, telephonic, television, and other installations, either in total or
part thereof and /or to purchase any free hold or lease hold lands, estate or interest in any property and such other activities as may be permitted under
the Main Objects of the Memorandum of Association of the Company.
xxv.) Provisions, Contingent Liabilities and Contingent Assets:
A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be
required to settle the obligation in respect of which a reliable estimate can be made. Contingent liability is disclosed for (1) Possible obligations which
will be confirmed only by future events not wholly within the control of the Company or (2) Present obligations arising from past events where it is not
probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation can not be made.
Contingent Assets are neither recognised nor disclosed.
233
March 31, 2013
Amount (Rs.)
(3) Share Capital
Authorised
3,00,00,00,000 Equity Shares of face value Rs. 2 each 6,00,00,00,000
1,00,00,00,000 Preference Shares of face value Rs.10 each 10,00,00,00,000
Issued, subscribed and fully paid up
(i) to (viii)
31,25,11,167 Equity Shares of Face Value Rs. 2 each fully paid up 62,50,22,334
62,50,22,334
Particulars
No. of Shares Amount (Rs.)
31,25,11,167 62,50,22,334
Closing Balance 31,25,11,167 62,50,22,334
No. of Shares
held
% of Holding
Mr. Sameer Gehlaut 3,76,01,278 12.03%
1,89,87,083 6.08%
Mr. Rajiv Rattan 1,87,80,253 6.01%
1,57,17,165 5.03%
Non - Promoters
2,18,48,131 6.99%
1,89,62,353
6.07%
S. No.
1
2
3
(i) Indiabulls Financial Services Limited ("Erstwhile Holding Company") had issued Global Depository Receipts (GDR's) which were transferred under
the Scheme of Arrangement. As at March 31, 2013 56,08,131 GDR?s were outstanding and were eligible for conversion into Equity Shares. The
Company does not have information with respect to holders of these GDR's. Holders of Global Depository Receipts (GDRs) will be entitled to receive
dividends, subject to the terms of the Deposit Agreement, to the same extent as the holders of Equity Shares, less the fees and expenses payable
under such Deposit Agreement and any Indian tax applicable to such dividends. Holders of GDRs will not have voting rights with respect to the
Deposited Shares. The GDRs may not be transferred to any person located in India including Indian residents or ineligible investors except as permitted
by Indian laws and regulations.
HSBC Global Investment Funds A/C HSBC Global Investment Funds Mauritius
Limited
IBFSL – ICSL Employees Stock Option Plan 2006
IBFSL - ICSL Employees Stock Option Plan II – 2006
Employees Stock Option Plan - 2008
ERSTWHILE ICSL PLANS
(v) Employees Stock Options Schemes:
Indiabulls Financial Services Limited ("Erstwhile Holding Company") (Refer Note 36) and its erstwhile subsidiary, Indiabulls Credit Services Limited
(“ICSL”) had announced ESOS / ESOP schemes for its employees and the employees of other group companies whereas each option represents one
Equity Share of the Company. The Company has adopted the ESOS / ESOP schemes in respect of its employees. A Compensation Committee
constituted by the Board of Directors administers each of the plans.
Mr. Saurabh Kumar Mittal
*Includes 7,06,596 Equity Shares of Rs. 2 each issued during the year, under various ESOP Schemes by the Erstwhile Holding Company aggregating
to Rs. 14,13,192.
Copthall Mauritius Investment Limited
The Company has only one class of Equity Shares of face value Rs. 2 each each fully paid up. Each holder
of Equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors, if any,
is subject to the approval of the Shareholders in the ensuing Annual General Meeting, if applicable.
(ii) 31,25,11,167 Equity Shares were allotted by the Company, for consideration other than cash to the shareholders of Erstwhile Holding Company
pursuant to and in terms of the Scheme of Arrangement, approved by the Hon?ble High Court of Delhi vide its Order dated December 12, 2012, which
came into effect on March 8, 2013 from the Appointed Date April 1, 2012.
(Ref er Note 36)
Orthia Land Development Private Limited
In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining
assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to
the number of Equity Shares held by the Shareholders.
March 31, 2013
As at
(iv) Shares held by each Shareholder holding more than 5% shares
(iii) Reconciliation of the number of shares and amount outstanding at the
beginning and at the end of financial year:-
(a) Stock option schemes of the Erstwhile Holding Company including schemes in lieu of stock options schemes of erstwhile fellow
subsidiary Indiabulls Credit Services Limited transferred under the Court approved Scheme of Arrangement
(Refer Note 36)
:
Equity Shares
Equity Shares of Rs. 2 Each issued during the year to under the Scheme of
Arrangement*
Promoters and promoter group company
234
IBFSL – ICSL
Employees
Stock Option
Plan 2006
IBFSL – ICSL
Employees Stock
Option
Plan II – 2006
Employees
Stock Option
Plan - 2008
Employees Stock
Option Plan - 2008
-Regrant
14,40,000 7,20,000 75,00,000 N.A.
14,40,000 7,20,000 75,00,000 N.A.
Four years,25%
each year
Four years,25%
each year
Ten years,15%
First year, 10%
for next eight
years and 5% in
last year N.A.
1st April 1st November 8th December 31st December
Eight years,
12% each year
for 7 years and
16% during the
8th year
Nine years,11%
each year for 8
years and 12%
during the 9th year N.A.
Ten years, 10% for
every year
41.67 100.00 95.95 125.90
4 years from
each vesting
date
5 years from
each vesting date
5 years from
each vesting
date
5 years from each
vesting date
3,70,556 1,64,268 36,89,793 1,18,155
N.A N.A N.A N.A
N.A N.A N.A 31-Dec-09
63,558 27,429 4,95,558 11,460
65,046 21,186 5,47,026 18,990
- - - -
- - - -
8,600 10,320 99,208 11,250
- - - N.A
2,96,910 1,32,762 30,43,559 87,915
21,492 24,328 3,39,962 12,420
64 80 90 97
Employees
Stock Option
Plan - 2008-
Regrant
IBFSL – ICSL
Employees Stock
Option
Plan 2006-
Regrant
Employees
Stock Option
Plan - 2008-
Regrant
IBFSL – ICSL
Employees Stock
Option
Plan II - 2006-Regrant
N.A. N.A. N.A. N.A.
N.A. N.A. N.A. N.A.
N.A. N.A. N.A. N.A.
16th July 27th August 11th January 27th August
Ten years, 10%
for every year
Ten years, 10% for
every year
Ten years, 10%
for every year
Ten years, 10% for
every year
158.50 95.95 153.65 100.00
5 years from
each vesting
date
5 years from each
vesting date
5 years from
each vesting
date
5 years from each
vesting date
2,11,400 3,16,000 1,90,668 1,75,200
N.A. N.A. N.A. N.A.
16-Jul-10 27-Aug-09 11-Jan-11 27-Aug-09
22,940 39,500 20,000 21,900
26,680 - 27,668 -
- - - -
- - - -
13,000 - - -
N.A N.A N.A N.A
1,71,720 3,16,000 1,63,000 1,75,200
200 39,500 3,000 21,900
105 95 110 95
N.A. - not applicable
Particulars
Expired during the year (Nos.)
Options vested during the year (Nos.)
Exercised during the year (Nos.)
Re-grant Date
Lapsed during the year
Re-granted during the year
Outstanding at the end of the year (Nos.)
Exercisable at the end of the year (Nos.)
Remaining contractual Life (Weighted Months)
Cancelled during the year
Lapsed during the year
Re-granted during the year
Exercisable at the end of the year (Nos.)
Vesting Period and Percentage
Cancelled during the year
Re-grant Addition
(b) IHFL ESOS - 2013
The members of the Company at their Meeting dated March 6, 2013 approved the IHFL ESOS - 2013 scheme consisting of 3,90,00,000 stock options
representing 3,90,00,000 fully paid up Equity Shares of Rs. 2 each of the Company to be issued in one or more tranches to eligible employees of the
Company or to eligible employees of the subsidiaries of the Company. The same has not yet been granted till March 31, 2013.
Particulars
Vesting Date
Revised Vesting Period & Percentage
Exercisable Period
Outstanding at the beginning of the year(Nos.)
Remaining contractual Life (Weighted Months)
Outstanding at the end of the year (Nos.)
Total Options under the Scheme
Options issued
Exercised during the year (Nos.)
Expired during the year (Nos.)
Options issued
Vesting Period and Percentage
Re-grant Date
Options vested during the year (Nos.)
Exercise Price (Rs.)
Total Options under the Scheme
(c) The other disclosures in respect of the ESOS / ESOP Schemes are as under:-
Vesting Date
Re-grant Addition
Revised Vesting Period & Percentage
Exercise Price (Rs.)
Exercisable Period
Outstanding at the beginning of the year(Nos.)
235
ESOP – 2008
Regrant
ESOP – 2008
Regrant
IBFSL – ICSL
Employees Stock
Option Plan 2006-
Regrant
IBFSL – ICSL
Employees
Stock Option
Plan II 2006-
Regrant
ESOP – 2008 Regrant
Rs 125.90 Rs. 158.50 Rs. 95.95 Rs. 100.00 Rs. 153.65
99.61% 99.60% 75.57% 75.57% 99.60%
Nil Nil Nil Nil Nil
9.80 Years 9.80 Years 9.80 Years 9.80 Years 9.80 Years
3.19% 2.89% 4.69% 4.50% 2.98%
83.48 90.24 106.3 108.06 84.93
7.59% 7.63% 7.50% 7.50% 7.63%
For the year ended
March 31, 2013
Amount (Rs.)
12,66,23,03,913
11,66,22,031
12,54,56,81,882
4,09,85,070
12,50,46,96,812
40.20
40.06
38.95
38.82
As at
March 31, 2013
Amount (Rs.)
(4) Reserves and Surplus
Capital Reserve
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
13,91,96,727
Closing Balance 13,91,96,727
Capital Reserve on consolidation
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
44,90,38,269
Add: Addition during the year
(1)
88,54,788
Closing Balance
$
45,78,93,057
Capital Redemption Reserve
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
6,36,27,392
Closing Balance 6,36,27,392
Less : Stock-based compensation expense determined under fair value based method: [Gross Rs.39,08,50,276] (Pro forma)
Net Profit available to Equity Share holders (as reported)
(viii) Minority Interest includes:
1) As at March 31, 2013, 32,33,696 Equity Shares of Face Value Rs.10 each fully paid up issued by subsidiary company Indiabulls Finance Company
Private Limited.
2) As at March 31, 2013, 12,75,000 Equity Shares of Face Value Rs.10 each fully paid up issued by subsidiary company Indiabulls Asset
Reconstruction Company Limited.
3) Proportionate share in the movement in Reserves & Surplus of the said subsidiary.
Option Life (Weighted Average)
(vii) 5,25,87,066 Equity Shares of Rs. 2 each are reserved for issuance as follows:-
(a) 43,87,066 shares of Rs. 2 each towards Employees Stock options granted.
(b) 4,82,00,000 shares of Rs. 2 each towards outstanding share warrants.
Expected forfeiture percentage on each vesting
date
Exercise price
The Fair value of the options as determined by an Independent firm of Chartered Accountants, which has been regranted by the Erstwhile Holding
Company under the respective plans using the Black-Scholes Merton Option Pricing Model based on the following parameters are as under:-
(vi) Pursuant to the Scheme of Arrangement the Authorised Capital of the Company has been rearranged to Rs.16,00,00,00,000 divided into
3,00,00,00,000 Equity Shares of Rs. 2 each and 1,00,00,00,000 Preference shares of Rs.10 each.
Expected Dividends yield
Weighted Average Fair Value (Rs.)
Expected volatility*
Basic earnings per share (Pro forma)
Diluted earnings per share (as reported)
Diluted earnings per share (Pro forma)
Particulars
Particulars
Less: Share of Minority (including share of Reserve Fund)
*The expected volatility was determined based on historical volatility data.
Risk Free Interest rate
Net Profit After Tax
Fair Value Methodology:
As the erstwhile ICSL Plans / erstwhile Plans were issued based on the fair value of the options on the date of the grant, there is no impact of the same
on the net profit and earnings per share. The ESOP - 2008 (including re-grant) were issued at the Intrinsic value of the options on the date of the grant.
Had the compensation cost for the stock options granted under ESOP – 2008 (including re-grant) been determined based on the fair value approach,
the Company?s net profit and earnings per share would have been as per the pro forma amounts indicated below:-
Net Profit available to Equity Shareholders (as per Pro forma)
Basic earnings per share (as reported)
236
As at
March 31, 2013
Amount (Rs.)
Securities Premium Account
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
32,21,81,92,509
6,67,73,829
32,28,49,66,338
Less: Debenture issue expenses (Net of tax effect of Rs. 22,76,18,812) 68,29,30,943
1,81,80,84,554
Closing Balance 29,78,39,50,841
Stock Compensation Adjustment
(Refer Note 36)
Employee Stock options outstanding 6,14,03,350
Less: Deferred Employee Stock Compensation expense 1,87,94,365
Less: Transferred to Securities Premium account 1,22,80,670
Closing Balance 3,03,28,315
General Reserve
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
2,39,62,32,769
Add: Amount transferred during the year from Surplus in the Statement of Profit and Loss 1,22,80,00,000
Closing Balance 3,62,42,32,769
Foreign Currency Monetary Item Translation Difference Account
(2)
Transfer during the Year (2,75,23,476)
Closing Balance (2,75,23,476)
Other Reserves:-
Special Reserve u/s 36(1)(viii) of Income Tax Act, 1961
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
89,00,00,000
Add: Amount transferred during the year from Surplus in the Statement of Profit and Loss
(3)
4,80,48,204
Less: Transferred to Minority Interest 1,72,58,062
Closing Balance 92,07,90,142
Statutory Reserve
Reserve (I)
(4)
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
96,38,08,922
Add: Amount transferred during the year from Surplus in the Statement of Profit and Loss 2,45,58,13,911
Closing Balance 3,41,96,22,833
Reserve (II)
(5)
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
5,32,78,10,721
Add: Amount transferred during the year from Surplus in the Statement of Profit and Loss 6,93,51,042
Less: Amount transferred to Minority Interest 2,31,21,501
Closing Balance 5,37,40,40,262
Additional Reserve Fund (U/s 29C of the National Housing Bank Act, 1987)
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
2,06,95,52,909
Add: Additions during the year 2,00,00,00,000
Less: Amount Transferred during the year
(6)
1,32,02,00,000
Closing Balance 2,74,93,52,909
Surplus in the Statement of Profit and Loss
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
3,88,90,95,274
Net Profit for the year after tax and Minority Interest 12,58,60,61,445
Amount available for appropriation (A) 16,47,51,56,719
Appropriations:
Interim Dividend paid on Equity Shares (Rs. 13.50 Per Share) 4,21,50,19,939
Interim Dividend payable on Equity Shares (Rs. 6.50 Per Share) 2,03,13,22,586
12,91,745
Corporate Dividend Tax on Interim Dividend paid on Equity Shares 68,37,81,610
Corporate Dividend Tax on Interim Dividend payable on Equity Shares 34,52,23,274
Corporate Dividend Tax on Dividend for the previous year on Equity Shares issued by the Erstwhile Holding Company
after the year end pursuant to ESOPs Allotment 2,09,554
Transferred to General Reserve 1,22,80,00,000
Transferred to Special Reserve (U/s 36(1)(viii) of the Income Tax Act, 1961) 4,80,48,204
Transferred to Special Reserve (U/s 29C of the National Housing Bank Act, 1987) 2,45,58,13,911
Transferred to Additional Reserve (U/s 29C of the National Housing Bank Act, 1987) 2,00,00,00,000
Transferred to Reserve Fund (U/s 45-IC of the RBI Act,1934) 6,93,51,042
Total Appropriations (B) 13,07,80,61,865
Balance of Profit Carried Forward (A)-(B) 3,39,70,94,854
49,93,26,06,625
Dividend for the previous year on Equity Shares issued by the Erstwhile Holding Company after the year end pursuant to
ESOPs Allotment
Add: Additions during the year on account of Shares issued under ESOP Schemes
Less: Premium on Redemption of Non Convertible Debentures (Including Discount) (Net of tax effect of Rs.
60,59,62,066)
237
As at
March 31, 2013
Amount (Rs.)
2,23,95,88,041
32,35,12,490
2,56,31,00,531
(5)
As at
March 31, 2013
Amount (Rs.)
(6) Long-term borrowings
Secured
Redeemable, Non Convertible Debentures
(Ref er Note 28 (i))*
58,07,10,00,000
Term Loans
(Ref er Note 28 (ii))*
From Banks 1,11,82,17,98,868
From Others 4,00,49,99,999
Unsecured
Loans and Advances from Others
-10.60% Redeemable Non convertible Perpetual Debentures** 1,00,00,00,000
-Subordinated Debt
(Ref er Note 28 (iii))
7,44,68,00,000
1,82,34,45,98,867
* Secured by hypothecation of Loan Receivables/Current Assets/Cash and Cash Equivalents of the Company.
(3) In terms of Section 36(1)(viii) of the Income-tax Act, 1961, a deduction is allowed for income fromeligible business viz, Income from providing long-
term infrastructure finance, long-term finance for the construction or purchase of houses in India for residential purposes and the business of providing
long-term finance for industrial or agricultural development etc. The Company claims the deduction as it falls under some of the categories of eligible
business as defined under Section 36 (1)(viii) of the Income-tax Act, 1961. Consequently the Company has, as at the year end, transferred an amount of
Rs. 4,80,48,204 to the Special Reserve created to claim deduction in respect of eligible business under the said section.
$Net Capital Reserve on consolidation amounting to Rs. 45,78,93,057 consists of Rs. 58,18,69,039 being Capital Reserve arising on Consolidation
and Rs. 12,39,75,982 being Goodwill arising on Consolidation.
(5) This pertains to reserve created under section 45-IC of the RBI Act 1934, by the Erstwhile Holding Company Indiabulls Financial Services Limited
and its subsidiaries transferred under the Scheme of Arrangement. In terms of Section 45-IC of the RBI Act, 1934, the Subsidiary Non Banking Finance
Companies ("NBFC") Companies in the Group are required to transfer at least 20% of its Net Profits to a reserve before any dividend is declared. As at
the year end, the NBFC has transferred an amount of Rs. 6,93,51,042 to the Reserve Fund during the year.
(1). Goodwill / Capital Reserve:
As transferred from the Erstwhile Holding Company (IBFSL) under the Scheme of Arrangement, the Company had recorded Capital Reserve on
consolidation of Rs. 44,90,38,269. During the year, Indiabulls Advisory Services Limited (IASL), a wholly owned subsidiary of the Company has
invested Rs. 2,60,00,000 by subscribing to 26,00,000 Equity Shares of face value Rs. 10/- each per Equity Share issued by Indiabulls Asset
Reconstruction Company Limited (IARCL), an associate of the Company. After this issue, the stake in IARCL has increased from 24.02% to 75.00%.
The Capital Reserve was increased by Rs. 88,54,788 on account of the same. After the above adjustment the net capital reserve on consolidation has
increased to Rs. 45,78,93,057.
In terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the Erstwhile Holding Company during the current financial year,
upon receipt of Shareholders approval, has on June 9, 2012, issued and allotted an aggregate of 20,700,000 warrants, to certain Promoter group
entities and Key Management Personnel, at a conversion price of Rs. 218 per Equity Share, 25% of which amounting to Rs. 1,12,81,50,000 has already
been received by the Company from the respective allottees as upfront amount. These warrants are convertible into an equivalent number of Equity
shares of face value Rs. 2 each, in the Company, upon receipt of balance conversion price, within a period of eighteen months from the date of
allotment. In the event the warrants are not converted into shares within the said period, the Company is eligible to forfeit the amount received towards
the warrants.
(Ref er Note 36)
(4) In terms of Section 29C of the NHB Act, 1987, the Company is required to transfer at least 20%of its Profit after tax to a Reserve Fund before any
dividend is declared. Such a Reserve Fund is also considered as an eligible transfer in terms of Section 36(1)(viii) of the Income Tax Act, 1961. The
Company has transferred an amount of Rs. 2,45,58,13,911 to the Reserve Fund as at the year end. Further an additional amount of Rs. 2,00,00,00,000
has been set apart by way of transfer to Additional Reserve Fund in excess of the statutory minimum requirement as specified under Section 29C
pursuant to Circular no. NHB(ND)/DRS/Pol-No. 03/2004-05 dated August 26, 2004 issued by the National Housing Bank. The additional amount so
transferred may be utilised in the future for any business purpose subject to suitable disclosure in the Balance Sheet.
(6) During the year, in addition to the provision for loan assets and standard assets charged of Rs. 56,31,00,531 to the Statement of Profit and Loss, an
amount of Rs. 1,32,02,00,000 (net of Deferred Tax of Rs. 67,98,00,000 ) being one time charge of provision for standard assets and other
contingencies due to merger between the Company and the Erstwhile Holding Company (Refer Note 36) and changes in the provisioning requirements
by the National Housing Bank vide Circulars no. NHB.HFC.DIR.4/CMD/2012 dated January 19, 2012 has been transferred from Additional Reserve
created as per Section 29C of the National Housing Bank Act, 1987 pursuant to Circular NHB(ND)/DRS/Pol-No. 03/2004-05 dated August 26, 2004 as
under;
Particulars
Provisions for Contingencies
Provision for Loan Assets
Total
**No Put / Call Option exercisable at the end of 10 years from the date of allotment (exercisable only with the prior approval of the concerned regulatory
authority)
(2) Pursuant to the notification dated December 29, 2011 issued by the Ministry of Corporate Affairs amending Accounting Standard 11 - The Effects of
Changes in Foreign Exchange Rates as notified by the Companies (Accounting Standards) Rules 2006 as amended, the Company has exercised the
option as per para 46A inserted in the said Standard for all long term monetary assets and liabilities. Consequently an amount of Rs. 2,75,23,476
representing translation difference on foreign currency loans is carried forward in the Foreign Currency Monetary Item Translation Difference Account as
on March 31, 2013. This amount is to be amortised over the balance period of such monetary liabilities.
238
As at
March 31, 2013
Amount (Rs.)
(7) Other Long term liabilities
Other Liabilities 27,59,578
Interest Accrued but not due on Secured Redeemable Non Convertible Debentures 7,56,19,945
7,83,79,523
As at
March 31, 2013
Amount (Rs.)
(8) Long term provisions
Provision for Contingencies
(1)
2,67,18,18,448
Provision for Gratuity
(Ref er Note 25(1))
7,90,73,199
Provision for Compensated Absences
(Ref er Note 25(1))
3,54,62,489
Provision for Superannuation
(Ref er Note 25(1))
29,22,25,359
Premium on Redemption on Secured Non Convertible Debentures (Accrued but not due)(Sinking fund) 62,13,18,989
3,69,98,98,484
Movement in Provision for Contingencies Account during the year is as under :
As at
March 31, 2013
Amount (Rs.)
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note. 36)
81,15,94,020
Add: Addition during the Year
(Ref er Note 4(6))
2,23,95,88,041
Closing Balance* 3,05,11,82,061
*Includes Contingent Provision Against Standard Assets 2,52,11,86,596
As at
March 31, 2013
Amount (Rs.)
(9) Short-term borrowings
Secured
(a) Loans Repayable on Demand
'From banks- Working Capital Demand Loan
*
28,50,00,00,000
From Banks - Cash Credit Facility* 5,43,26,15,618
(b) Other Loans and Advances
From Banks * 7,27,75,23,476
'Redeemable, Non Convertible Debentures
*
65,00,00,000
Unsecured
Other Loans and Advances
Commercial Papers ** 23,95,00,00,000
65,81,01,39,094
*Secured by hypothecation of Loan Receivables (Current and Future) / Current Assets / Cash and Cash Equivalents of the Company.
**Maximum balance outstanding during the year Rs. 31,88,00,00,000
As at
March 31, 2013
Amount (Rs.)
(10) Trade payables
(a) Dues to Micro and Small Enterprises* -
(b) Dues to others 2,85,29,227
2,85,29,227
Particulars
(1) Provision for Contingencies includes Contingent provision against standard assets and other contingencies. As per National Housing Bank Circular
No. NHB/HFC/DIR.3/CMD/2011 dated August 5, 2011 and NHB/HFC/DIR.4/CMD/ 2012 dated January 19, 2012, in addition to provision for non
performing assets, all housing finance companies are required to carry a general provision. (i) at the rate of 2% on housing loans disbursed at
comparatively lower rate of interest in the initial few years, after which rates are reset at higher rates; (ii) at the rate of 1%of Standard Assets in respect
of Commercial Real Estates and (iii) at the rate of 0.40%of the total outstanding amount of loans which are Standard Assets other than (i) & (ii) above.
Also in terms of RBI Notification No. RBI/2010-11/370 DNBS.PD.CC.No.207/ 03.02.002 /2010-11 dated January 17, 2011, every Non-Banking
Financial Company is required to make an additional provision for Standard Assets at 0.25% of the outstanding standard assets. Accordingly, the
Company and its subsidiaries is carrying a provision of Rs. 2,521,186,596 towards standard assets (included in Provisions for Contingencies), which is
well over the required minimum provision as per the NHB Guidelines in case of the Company and on outstanding balance of Standard Assets as per
RBI Directions in case of subsidiary companies.
239
As at
March 31, 2013
Amount (Rs.)
(11) Other current liabilities
Current maturities of long term debt
(1)
64,70,30,99,788
Interest accrued but not due
(2)
3,54,90,05,814
Temporary overdrawn bank balance as per books 6,95,76,97,476
Amount payable on assigned loans (net) 2,06,35,68,150
Other Current Liabilities for Statutory Dues and Expense Provisions 65,08,12,546
Unclaimed Dividends
(3)
1,92,87,496
77,94,34,71,270
(1) Current maturities of long term debt
Redeemable, Non Convertible Debentures
(Ref er Note 28 (i))
26,89,00,00,000
Term Loans
From Banks
(Ref er Note 28 (ii))
37,18,30,99,788
From Others
(Ref er Note 28 (ii))
63,00,00,000
64,70,30,99,788
(2) Interest accrued but not due
On Term Loans and Working Capital Demand Loans 4,21,96,097
On Secured Redeemable Non Convertible Debentures 3,10,68,59,914
On Subordinated Debt and Perpetual Debt 39,99,49,803
3,54,90,05,814
As at
March 31, 2013
Amount (Rs.)
(12) Short-term provisions
1,60,26,58,535
1,85,628
37,93,63,613
48,20,473
25,80,883
3,88,25,12,878
Interim Dividend payable on Equity Shares (Rs. 6.50 per Equity share) 2,03,13,22,586
Corporate Dividend Tax payable on Interim Dividend on Equity Shares 34,52,23,274
8,24,86,67,870
Premium on Redemption on Secured Non Convertible Debentures
(Accrued but not due)(Sinking fund)
* Disclosures under the Micro, Small and Medium Enterprises Development Act, 2006:
(a) An amount of Rs. Nil and 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 and no amount was
paid to the supplier beyond the Appointed Day.
(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 regarding to Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of
information available with the Company.
Provision for Taxation (net of Advance Tax Rs 4,943,752,305)
Provision for Fringe Benefits Tax (net of Advance Tax Rs.78,998,036)
Provision for Contingencies
(Ref er Note. 8)
Provision for Gratuity
(Ref er Note 25(1))
Provision for Compensated Absences
(Ref er Note 25(1))
(3) 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, 2013.
240
Note No. 13
Fixed Assets
NET BLOCK
As at Additions Adjustments/ As at As at Provided Adjustments As at As at
01.04.2012 during the Sales during 31.03.2013 01.04.2012 during the during the 31.03.2013 31.03.2013
Year the Year Year Year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
(i) Tangible Assets
Land* - 30,87,000 1,31,270 - 32,18,270 - - - - - 32,18,270
Buildings - 1,02,55,100 - - 1,02,55,100 - 2,19,824 1,67,158 - 3,86,982 98,68,118
Furniture & Fixtures - 10,02,37,602 1,45,99,096 4,48,435 11,43,88,263 - 4,41,09,912 1,93,98,514 2,62,230 6,32,46,196 5,11,42,067
Vehicles - 12,90,65,052 5,06,25,611 1,35,39,019 16,61,51,644 - 3,12,90,440 1,50,31,703 51,89,651 4,11,32,492 12,50,19,152
Office Equipment - 9,42,83,268 1,11,51,716 5,18,216 10,49,16,768 - 2,03,13,199 50,04,471 1,55,740 2,51,61,930 7,97,54,838
Computers - 17,94,93,895 1,49,14,240 13,44,766 19,30,63,369 - 12,99,81,178 2,24,31,862 11,28,297 15,12,84,743 4,17,78,626
Leasehold Improvements - 18,51,75,580 1,86,53,955 9,34,369 20,28,95,166 - 5,91,25,025 1,09,28,216 7,19,427 6,93,33,814 13,35,61,352
TOTAL (i) - 70,15,97,497 11,00,75,888 1,67,84,805 79,48,88,580 - 28,50,39,578 7,29,61,924 74,55,345 35,05,46,157 44,43,42,423
(ii) Intangible Assets
Software - 19,05,20,872 40,49,255 - 19,45,70,127 - 16,23,52,293 2,08,83,952 - 18,32,36,245 1,13,33,882
TOTAL (ii) - 19,05,20,872 40,49,255 - 19,45,70,127 - 16,23,52,293 2,08,83,952 - 18,32,36,245 1,13,33,882
CURRENT YEAR TOTAL [(i)+(ii)] - 89,21,18,369 11,41,25,143 1,67,84,805 98,94,58,707 - 44,73,91,871 9,38,45,876 74,55,345 53,37,82,402 45,56,76,305
4,00,000
*Mortgaged as Security against Secured Non Convertible Debentures (Refer Note 6, 9 & 11)
(iii) Capital Work in Progress (at cost)
Annexure VIII: Notes forming part of Restated Consolidated Summary Statements
GROSS BLOCK AT COST DEPRECIATION / AMORTISATION
Particulars
Addition on
account of
Scheme of
Arrangement
(Refer Note 36)
Rs.
Addition on
account of
Scheme of
Arrangement
(Refer Note 36)
Rs.
241
As at
March 31, 2013
Amount (Rs.)
(14)
Non-current investments
(Refer Note 36)
Long Term - Trade - Unquoted
Other Long Term Investments:
- 2,80,00,000 Fully paid up Equity Shares of 10,15,55,854
face value Rs 5 each in Indian Commodity Exchange Limited
(1) & (4)
Long Term - Non Trade - Unquoted
-9.25% Unsecured Redeemable Non-Convertible Subordinated Bonds 5,00,00,000
of Dena Bank of Face Value of Rs. 10,00,000 each
(4)
Total 15,15,55,854
Aggregate market value of quoted Investments -
Aggregate book value of quoted Investments -
Aggregate book value of unquoted Investments 15,15,55,854
Aggregate provision for diminution in value of Investments -
(15) Deferred tax Assets (Net)
As at
March 31, 2013
Amount (Rs.)
Deferred Tax Liabilities
On difference between book balance and tax balance of fixed assets 23,90,256
Deferred Tax Assets
Provision for loan assets and contingent provision against standard assets 1,50,31,52,749
Disallowance under Section 40A(7) of the Income-Tax Act, 1961 2,83,45,559
Disallowance under Section 43B of the Income-Tax Act, 1961 11,21,78,225
Deferred Tax Assets (Net) 1,64,12,86,277
As at
March 31, 2013
Amount (Rs.)
(16) Long term loans and advances
(i) Loans and Other Credit Facilities
(a) Secured Loans
(1)
- Considered Good 2,99,90,30,10,103
- Considered Doubtful 97,07,80,847
Less: Loans Assigned 30,38,05,06,765
2,70,49,32,84,185
(4) Transferred from Erstwhile Holding Company (IBFSL) under the Scheme of Arrangement
(Ref er Note 36)
.
(2) During the current financial year, Indiabulls Advisory Services Limited (IASL), a wholly owned subsidiary of the Company has invested Rs.
2,60,00,000 by subscribing 26,00,000 Equity Shares of face value Rs. 10 each per Equity Share issued by Indiabulls Asset Reconstruction Company
Limited (IARCL), an associate of the Company. After this issue, the stake in IARCL has increased from 24.02% to 75.00% (together with IASL) and
then IARCL has become an subsidiary of the Company from the earlier classification of being an Associate.
(3) During the current financial year, the Company has written off its investment in Indiabulls Alternative Asset Management Private Limited as the
Company was struck off from the records of Accounting and Corporate Regulatory Authority of Singapore on February 7, 2013.
Pursuant to Accounting Standard (AS) – 22 „Accounting for Taxes on Income? as notified by the Companies (Accounting Standards) Rules, 2006, as
amended, the Company has debited an amount of Rs. 13,61,33,548 as deferred tax charge (net) to the Statement of Profit and Loss arising on account
of timing differences. Further Deferred Tax Asset of Rs. 67,98,00,000 (Included in provision for loan assets and contingent provision against standard
assets below) has been recognised against the utilisation from Additional Reserve u/s 29C (Refer Note. 4(6)). The breakup of deferred tax into major
components as at March 31, 2013 is as under:
(1) On December 13, 2010 the Erstwhile Holding Company (IBFSL) had sold 26% shares held by it in Indian Commodity Exchange Limited (ICEX) to
Reliance Exchange Next Limited (R-Next) for a total consideration of Rs. 47,35,00,000 against a proportionate cost of Rs. 260,000,000. As a result
thereof, the stake of IBFSL in ICEX has been reduced from40% to 14% and the same has been reclassified as a long term investment from the earlier
classification of being an Associate. MMTC filed a petition before the Company Law Board (CLB) against ICEX, R-Next and IBFSL alleging that the
transfer is null and void in terms of the Shareholders Agreement in view of the Forward Markets Commission (FMC) guidelines. IBFSL contends that
such view of MMTC is based on the old FMC guidelines and without considering the amended FMC Guidelines dated June 17, 2010 wherein the
transfer norms were relaxed. IBFSL had filed its objections on maintainability of the petition which is pending adjudication before the CLB.
242
As at
March 31, 2013
Amount (Rs.)
(b) Unsecured Loans
- Considered Good 75,61,07,049
- Considered Doubtful 21,62,22,936
97,23,29,985
Total (a) +(b) 2,71,46,56,14,170
Less: Provision for Loan Assets
(2)
(Including Additional Provision made by the Company) 1,47,15,84,657
2,69,99,40,29,513
(ii) Other Unsecured Loans and Advances
Capital Advances 76,38,21,339
Security Deposit for Rented Premises 4,36,18,536
Security Deposit with others 81,73,651
68,775
72,16,86,815
Others including Prepaid Expenses and Employee advances 1,61,50,092
2,71,54,75,48,721
(2) Movement in Provision for Loan Assets is as under :
As at
March 31, 2013
Amount (Rs.)
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note 36)
2,48,67,09,537
Add: Transfer from Statement of Profit and Loss 32,35,12,490
Less: Utilised during the year - towards Loans written off 1,24,86,18,814
Closing Balance 1,56,16,03,213
As at
March 31, 2013
Amount (Rs.)
(17) Other non-current assets
Margin Money Accounts having maturity greater than one year 4,72,56,08,142
Interest Accrued on Deposit accounts / Margin Money 11,16,79,402
4,83,72,87,544
As at
March 31, 2013
Amount (Rs.)
(18) Current investments
Quoted
Investment in Mutual Funds* 1,26,50,00,000
Investments in Bonds(Quoted)
(Ref er Note 28(iv)(a))
3,88,00,00,000
Investments in Certificate of Deposits(Quoted)
(Ref er Note 28(iv)(b))
16,72,89,35,250
Investments in Government Securities(Quoted)
(Ref er Note 28(iv)(c))
50,54,32,614
22,37,93,67,864
Unquoted
Investment in Mutual Funds** 54,79,71,199
54,79,71,199
22,92,73,39,063
*Includes Rs. 5,00,00,000 considered as Cash and Cash equivalents for Cash Flow
**Considered as Cash and Cash equivalents for Cash Flow
Aggregate market value of quoted Investments 22,67,80,49,248
Aggregate book value of quoted Investments 22,37,93,67,864
Aggregate book value of unquoted Investments 54,79,71,199
Aggregate provision for diminution in value of Investments -
(1) Secured Loans and Other Credit Facilities given to customers amounting to Rs. 2,70,49,32,84,185 are secured / partly secured by :
(a) Equitable mortgage of property and / or
(b) Pledge of shares, units, other securities, assignment of life insurance policies and / or
(c) Hypothecation of assets and / or
(d) Company guarantees or personal guarantees and / or
(e) Negative lien and / or Undertaking to create a security.
Particulars
Advance Tax /Tax deducted at source (Net of Provision for Tax of Rs. 6,097,801,665)
Advance Fringe Benefits tax (FBT) (Net of Provision for FBT Rs. 2,471,281)
243
As at
March 31, 2013
Amount (Rs.)
(19) Trade receivables
Debts Outstanding for a period exceeding six months
- Secured, Considered Good 74,214
- Unsecured, Considered Good -
Other Debts
- Secured, Considered Good 30,50,502
- Unsecured, Considered Good 1,93,22,577
2,24,47,293
As at
March 31, 2013
Amount (Rs.)
(20) Cash and bank balances
Cash and cash equivalents
Cash on Hand 15,78,97,921
Cheques / Drafts on hand 3,82,96,365
Balances with banks
- in current accounts # 48,30,74,54,722
Other bank balances:
- in deposit accounts having original maturity greater than three months upto one year 6,83,80,002
- in deposit accounts having original maturity greater than one year 30,58,00,000
- in deposit accounts held as margin money (under lien)
(1)
39,77,205
48,88,18,06,215
# includes Rs.1,92,87,496 in designated unclaimed dividend accounts.
As at
March 31, 2013
Amount (Rs.)
(21) Short-term loans and advances
Loans and Other Credit Facilities
(a) Secured Loans
(1)
- Considered Good 40,40,43,85,210
Less: Loans assigned 6,04,63,56,790
34,35,80,28,420
(b) Unsecured Loans
- Considered Good 2,00,56,62,177
2,00,56,62,177
Total (a) +(b) 36,36,36,90,597
Less: Provision for Loan Assets(Including Additional Provision made by the Company)
(Ref er Note.16(2))
9,00,18,556
36,27,36,72,041
Advance Interest on Short term borrowings 39,38,67,622
Security Deposit for Rented Premises 14,12,28,217
Security Deposit with Others 3,00,00,000
Application Money for Bonds 25,00,00,000
Others including Prepaid Expenses/Cenvat Credit and Employee advances 17,16,91,242
37,26,04,59,122
As at
March 31, 2013
Amount (Rs.)
(22) Other current assets
FCNR Hedge Premium 8,25,42,460
Interest Accrued on Loans 3,31,78,99,677
Interest Accrued on Deposit accounts / Margin Money / Bonds 16,19,25,989
3,56,23,68,126
(1) Deposits accounts with bank of Rs.39,77,205 are under lien. The Company has the complete beneficial interest on the income earned from these
deposits.
(1) Secured Loans and Other Credit Facilities given to customers amounting to Rs. 34,358,028,420 are secured / partly secured by :
(a) Equitable mortgage of property and / or
(b) Pledge of shares, units, other securities, assignment of life insurance policies and / or
(c) Hypothecation of assets and / or
(d) Company guarantees or personal guarantees and / or
(e) Negative lien and / or Undertaking to create a security.
244
Year ended
March 31, 2013
Amount (Rs.)
(23) Revenue from Operations
(a) Income from Financing and Investing Activities
Interest on Financing Activities
(1)
42,63,41,03,020
Dividend on Units of Mutual Funds 1,89,00,48,501
(b) Income from other Financial Services
Income from Service Fees/Advisory Services 27,18,47,554
Commission on Insurance 8,42,08,441
Management fees 1,90,08,116
Profit on appreciation of Mutual Fund Investments (Current Investments) 18,71,199
Profit on sale of Current Investments 37,11,57,229
Other Operating Income
(2)
2,02,19,13,582
47,29,41,57,642
Interest on Loan Financing / Income from Securitisation / Assignment 41,58,79,24,288
Interest on Deposit Accounts 27,34,65,252
77,27,13,480
Total 42,63,41,03,020
Loan processing fees 1,42,68,13,167
Foreclosure fees and other related income 82,48,20,944
Less: Direct Selling Agents Commission 22,97,20,529
2,02,19,13,582
Year ended
March 31, 2013
Amount (Rs.)
(24) Other Income
Sundry Balances written back 6,20,75,663
Bad debts recovered 39,19,51,789
Miscellaneous Income 2,96,73,357
Interest on Income Tax Refund 8,74,888
Share in Profit of Associate 7,77,845
48,53,53,542
Year ended
March 31, 2013
Amount (Rs.)
(25) Employee benefits expense
Salaries 2,08,14,48,214
Contribution to Provident Funds and Other Funds
(1)
1,21,29,383
Employee Stock Compensation Expense 75,63,100
Provision for Gratuity, Compensated Absences and Superannuation Expense
(1)
12,05,05,148
Staff Welfare Expenses 2,38,26,927
2,24,54,72,772
(2) Other Operating Income includes:
(1) Interest from Financing Activities Includes:
(1) Note on AS - 15 disclosure:
Employee Benefits – Provident Fund, ESIC, Gratuity and Compensated Absences disclosures as per Accounting Standard (AS) 15 (Revised) –
Employee Benefits as notified by the Companies (Accounting Standards) Rules, 2006, as amended:
Contributions are made to Government Provident Fund and Family Pension Fund, ESIC and other statutory funds which cover all eligible employees
under applicable Acts. Both the employees and the Company make predetermined contributions to the Provident Fund and ESIC. The contributions are
normally based on a certain proportion of the employee?s salary. The Company has recognised an amount of Rs. 1,21,29,383 in the Statement of Profit
and Loss towards Employers contribution for the above mentioned funds.
Provision for unfunded Gratuity and Compensated Absences for all employees is based upon actuarial valuations carried out at the end of every
financial year. Major drivers in actuarial assumptions, typically, are years of service and employee compensation. Pursuant to the issuance of the
Accounting Standard (AS) 15 (Revised) on „Employee Benefits?, as notified by the, Companies (Accounting Standards) Rules, 2006, as amended,
commitments are actuarially determined using the „Projected Unit Credit? Method. Gains and losses on changes in actuarial assumptions are accounted
for in the Statement of Profit and Loss.
Interest on Bonds / Commercial Papers (Current investments)
245
Gratuity
Compensated
Absences
Superannuation
(Unfunded) (Unfunded) (Unfunded)
2012-2013 2012-2013 2012-2013
8,38,93,672 3,80,43,372 29,22,25,359
- - -
8,38,93,672 3,80,43,372 29,22,25,359
7,10,43,094 3,19,67,188 19,42,52,856
(36,05,883) - -
1,64,56,461 60,76,184 9,79,72,503
8,38,93,672 3,80,43,372 29,22,25,359
2,23,44,055 1,32,92,312 2,64,99,538
- - -
60,60,060 28,83,900 1,93,55,217
- - -
(1,19,47,654) (1,01,00,028) 5,21,17,748
1,64,56,461 60,76,184 9,79,72,503
N.A. N.A. N.A.
N.A. N.A. N.A.
N.A. N.A. N.A.
7,10,43,094 3,19,67,188 19,42,52,856
2,23,44,055 1,32,92,312 2,64,99,538
- - -
60,60,060 28,83,900 1,93,55,217
(36,05,883) - -
(1,19,47,654) (1,01,00,028) 5,21,17,748
8,38,93,672 3,80,43,372 29,22,25,359
N.A. N.A. N.A.
N.A. N.A. N.A.
N.A. N.A. N.A.
N.A. N.A. N.A.
N.A. N.A. N.A.
N.A. N.A. N.A.
Gratuity
Compensated
Absences
Superannuation
(Unfunded) (Unfunded) (Unfunded)
2012-2013 2012-2013 2012-2013
1,19,59,879 1,01,07,849 (5,20,33,314)
- - -
8,38,93,672 3,80,43,372 29,22,25,359
- - -
8,38,93,672 3,80,43,372 29,22,25,359
Experience adjustment
Reconciliation of Plan assets:
Plan assets as at the beginning of the year
Expected return on plan assets
Contributions during the year
On plan assets
Present value of benefit obligation
Fair value of plan assets
Plan assets as at the end of the year
Excess of (obligation over plan assets) / plan assets over obligation
Movement in net liability recognised in the Balance Sheet:
On plan liabilities
Past service cost
Interest Cost
Expected return on plan assets
Expected return on plan assets
Actuarial (gains) / losses
Rs.
Net liability in the Balance sheet (as per Actuarial valuation)
Return on Plan assets:
Actuarial (gains) / losses
Commitments as at the end of the year
Actuarial (gains) / Losses
Expenses charged / (reversal) to the Statement of Profit and Loss
Interest cost
Past service cost
Reconciliation of liability recognised in the Balance Sheet:
Present Value of commitments (as per Actuarial valuation)
Fair value of plan assets
Paid benefits
Actuarial (gains) / losses
Amount paid during the year
Net expenses recognised / (reversed) in the Statement of Profit and Loss
Net liability as at the end of the year
Expenses recognised in the Statement of Profit and Loss:
Current service cost
Disclosures in respect of Gratuity, Compensated Absences and Superannuation are given below:
Net liability as at the beginning of the year as transferred from IBFSL
Actual return on plan assets
Particulars
Commitments as at the beginning of the year
Current service cost
(Paid benefits)
Particulars
Reconciliation of defined-benefit commitments:
Rs.
246
Gratuity
Compensated
Absences
Superannuation
(Unfunded) (Unfunded) (Unfunded)
2012-2013 2012-2013 2012-2013
8% 8% 8%
N.A. N.A. N.A.
5% 5% 5%
IALM (1994-96) IALM (1994-96) IALM (1994-96)
60 60 60
Year ended
March 31, 2013
Amount (Rs.)
(26) Finance costs
Interest on Loans
(1)
17,51,95,31,696
Interest on Non Convertible Debentures 5,48,17,77,232
Interest on Commercial Papers 2,35,31,63,362
Interest on Subordinate Debt 54,60,06,544
Interest on Taxes 16,78,657
Bank Charges towards Borrowings 1,63,65,310
Processing fees 7,23,56,284
25,99,08,79,085
Year ended
March 31, 2013
Amount (Rs.)
(27) Other Expenses
Collection Charges 69,79,947
Client Verification Charges 11,07,02,196
Demat Charges 14,75,842
Stamp Papers/Stamp Duty charges 3,32,00,952
CERSAI Charges 93,26,200
Rates and Taxes 88,62,262
Communication Expenses 6,18,34,131
Legal and Professional Charges 46,25,51,235
Rent and Other charges
(1)
38,64,86,514
Electricity Expenses 4,61,50,463
Repairs & Maintenance - Others 11,00,69,962
Recruitment and Training 54,53,758
Printing and Stationery 2,92,71,523
Traveling and Conveyance Expenses 11,76,26,192
Business Promotion 12,78,84,171
Payment to Auditors comprises (net of service tax input credit Rs 1,379,451)
As Auditors 1,29,71,309
For Certification 21,23,600
Other Services 55,21,360
Reimbursement of Expenses 22,29,780
Provision for Loan Assets
(2)
32,35,12,490
Contingent Provisions against Standard Assets (Net)
(2)
23,95,88,041
Advertisement 9,28,98,974
Bad Debts 66,90,07,097
Loss on sale of fixed assets 41,58,906
Trusteeship Fees 17,56,621
Donation Expenses 30,05,000
Insurance Premium 29,336
Miscellaneous Expenses 2,32,63,653
2,89,79,41,515
(N.A. - not applicable)
The actuarial calculations used to estimate commitments and expenses in respect of unfunded Gratuity, Compensated absences and Superannuation
(Pension & Medical coverage) are based on the following assumptions which if changed, would affect the commitment?s size, funding requirements and
expenses:
The employer?s best estimate of contributions expected to be paid during the annual period beginning after the Balance Sheet date, towards Gratuity,
Compensated Absences and Superannuation is Rs. 3,32,64,451, Rs. 1,17,34,060 and Rs. 5,53,46,782 respectively.
Particulars
Discount rate
Retirement Age
(1) During the year, the Company has recognised Premium on Options Contracts amounting to Rs. 20,085,000 (Previous Year Rs. Nil) included in
Interest on Loans and unrealised marked to market loss towards derivatives (Interest Rate Swaps) amounting to Rs. 439,933 (Previous Year Rs. Nil)
which has been included under Bank / Finance Charges . Derivative instruments that are outstanding as at March 31, 2013 is as given below:-
I. Forward Options contracts entered for hedging purposes as at March 31, 2013 for USD 37,277,984 (Previous Year USD Nil (Buy)) against cross
currency of Rs. 2,000,000,000 (Previous Year Rs. Nil).
II. Interest Rate Swaps for Notional Principal of Rs. 4,000,000,000 (Previous Year Rs. Nil) for a total of 8 contracts (Previous Year Nil) against
fluctuations in interest rate changes.
Expected return on plan assets
Expected rate of salary increase
Mortality
247
Minimum Lease
Rentals
For the Year ended
March 31, 2013
Amount (Rs.)
Within one year 35,43,72,631
One to Five years 70,86,94,390
Above Five Years 16,49,89,300
1,22,80,56,321
For the Year ended
March 31, 2013
23,95,88,041
32,35,12,490
Total 56,31,00,531
As at
(28) Explanatory Notes March 31, 2013
Particulars Amount (Rs.)
(i) Secured Redeemable Non Convertible Debentures(payable at par unless otherwise stated) include:*
5,00,00,000
1,00,00,00,000
25,00,00,000
35,00,00,000
50,00,00,000
15,00,00,000
15,00,00,000
15,00,00,000
20,00,00,000
8,00,00,00,000
1,25,00,00,000
5,00,00,00,000
1,00,00,00,000
5,00,00,00,000
15,00,00,000
1,00,00,00,000
(1) The Company has taken office premises on Lease and Leave & License basis at various locations in India. Lease rent / License fees aggregating
to Rs. 34,99,80,322 in respect of the same have been charged to the Statement of Profit and Loss. The agreements are executed for periods ranging
from 11 months to 9 years with a renewable clause. In many cases, the agreements also provide for termination at will by either party by giving a prior
notice period between 30 to 90 days. The minimum lease rentals outstanding as at March 31, 2013, are as under:
Contingent Provisions against Standard Assets
Provision for Loan Assets
Particulars
10.70 %Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on July
6, 2022
10.70 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
June 28, 2022
10.75 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on April
3, 2022
10.15 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 27, 2022
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
December 31, 2022**
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
December 18, 2022
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
November 19, 2022
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
November 6, 2022
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 19, 2023**
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 26, 2023**
10.70 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
November 22, 2021
During the year, in addition to the charge of Rs. 56,31,00,531 towards provision for loan assets and standard assets to the Statement of Profit and
Loss, an amount of Rs. 1,32,02,00,000 (net of Deferred Tax of Rs. 67,98,00,000) [(Previous Year Rs. 19,04,47,091) (net of deferred tax of Rs. Nil)],
being one time charge of provision for standard assets and other contingencies due to merger between the Company and the Erstwhile Holding
Company (Refer note 36) and changes in the provisioning requirements by the National Housing Bank vide Circulars no. NHB.HFC.DIR.4/CMD/2012
dated January 19, 2012 has been transferred from Additional Reserve created as per Section 29C of the National Housing Bank Act, 1987 pursuant to
Circular No. NHB(ND)/DRS/Pol- 03/2004-05 dated August 26, 2004 as under;
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 25, 2023**
10.65 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
September 7, 2021
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 25, 2018**
10.10 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 19, 2018**
10.20 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
January 16, 2023**
Particulars
248
As at
March 31, 2013
Amount (Rs.)
40,00,00,000
1,50,00,00,000
40,10,00,000
5,00,00,00,000
1,00,00,00,000
1,00,00,00,000
50,00,00,000
5,50,00,00,000
20,00,00,000
70,00,00,000
2,00,00,00,000
7,00,00,000
27,00,00,000
80,00,00,000
65,00,00,000
33,00,00,000
1,00,00,00,000
60,00,00,000
2,50,00,00,000
3,00,00,00,000
50,00,00,000
2,00,00,00,000
10,00,00,000
45,00,00,000
15,00,00,000
65,00,00,000
35,00,00,000
1,25,00,00,000
50,00,00,000
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
November 25, 2014
(2)
9.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
November 21, 2014
4.65 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
November 18, 2014
10.85 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
October 31, 2014
10.60 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
October 10, 2014
10.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
September 26, 2014
10.75 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
September 22, 2014
10.80 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
August 22, 2014
10.50 %Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on July
9, 2014**
10.70 %Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on July
8, 2014
11.20 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
June 28, 2014
10.50 %Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on May
26, 2014
4.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on May
8, 2015
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on April
24, 2015
(2)**
10.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on April
30, 2017
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 26, 2016**
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 2, 2015
(2)
10.60 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 13, 2015
10.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
January 9, 2015**
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 4, 2016**
10.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
September 25, 2015
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
August 27, 2015
10.65 %Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on July
16, 2015
10.50 %Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on July
9, 2015**
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
December 18, 2014
(2)
9.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
December 1, 2014
10.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
December 28, 2017**
10.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
December 17, 2017
10.25 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
January 16, 2018**
249
As at
March 31, 2013
Amount (Rs.)
50,00,00,000
50,00,00,000
2,00,00,00,000
2,00,00,00,000
2,50,00,00,000
60,00,00,000
25,00,00,000
50,00,00,000
50,00,00,000
35,00,00,000
25,00,00,000
1,50,00,00,000
15,00,00,000
50,00,00,000
2,50,00,00,000
75,00,00,000
30,00,00,000
10,60,00,00,000
50,00,00,000
34,00,00,000
22,00,00,000
8,00,00,000
84,96,10,00,000
(1) Current Maturity of Long Term Non Convertible Debentures as at March 31, 2013
(2) Redeemable at premium
*Redeemable Non-Convertible Debentures are secured against Freehold Land and pool of Loan Receivables of the Company.
** As at the year end, the Company was in the process of creating the charge / security on assets.
10.40 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 14, 2014
(1)
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 7, 2014
(1)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
December 9, 2013
(1)&(2)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
October 16, 2013
(1)&(2)
10.25 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
October 7, 2013
(1)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on June
12, 2013
(1)&(2)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on May
13, 2013
(1)&(2)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on April
16, 2013
(1)&(2)
10.70 %Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on July
19, 2013
(1)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on July
5, 2013
(1)&(2)
10.25 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
August 12, 2013
(1)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
August 10, 2013
(1)&(2)
10.80 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
August 8, 2013
(1)
10.60 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 13, 2014
(1)
10.80 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 10, 2014
(1)
10.10 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 28, 2014
(1)**
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 14, 2014
(1)&(2)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 20, 2014
(1)&(2)**
11.20 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on April
15, 2014
10.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
September 9, 2013
(1)
10.80 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
September 6, 2013
(1)
10.15 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
June 19, 2013
(1)
250
As at
March 31, 2013
(ii) Term Loan from banks includes*: Amount (Rs.)
Particulars
57,18,33,33,332
25,25,00,00,000
5,97,22,22,220
12,91,66,00,000
2,00,00,00,000
23,40,14,93,103
15,15,00,00,000
1,63,50,00,000
1,73,12,50,000
70,00,00,000
20,00,00,000
7,50,00,00,000
1,53,63,98,98,655
As at
March 31, 2013
(iii) Subordinate Debt:- Amount (Rs.)
Particulars
32,60,00,000
49,65,00,000
1,00,00,00,000
1,10,03,00,000
25,00,00,000
20,00,00,000
25,00,00,000
10,00,00,000
25,00,00,000
20,00,00,000
1,10,00,000
25,00,00,000
40,00,00,000
35,00,00,000
15,00,00,000
15,00,00,000
20,00,00,000
36,20,00,000
1,25,00,00,000
10,00,000
15,00,00,000
7,44,68,00,000
*Secured by hypothecation of Loan Receivables/Current Assets/Cash and Cash Equivalents of the Company.
These loans are repayable in yearly installment after the moratorium period of 1 years from the date of
disbursement. The balance tenure for these loans is 35 months from the Balance Sheet date.
This loan is repayable in 4 half yearly installments after moratorium period of 3 years from the date of first
disbursement. The balance tenure for this loans is 43 months from the Balance Sheet date.
These loans are repayable in 18 quarterly installments with a moratoriumperiod of 6 months from the date
of first disbursement. The balance tenure for these loans is 126 months from the Balance Sheet date.
These loans are repayable in yearly installments with a moratorium period of 2 years from the date of
disbursement. The balance tenure for these loans is 50 months (average) from the Balance Sheet date.
11.85% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on February 22, 2022
11.85% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on January 31, 2022
These loans are repayable in quarterly installments after a moratoriumperiod of 24 months fromthe date of
first disbursement The balance tenure for these loans is 76 months from the Balance Sheet date.
11.00% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on March 30, 2022
11.60% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on May 31, 2017
10.20% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on December 04, 2022
10.65% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on November 15, 2022
10.30% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on October 31, 2022
(1) Loan taken other than from banks for Rs. 1,63,50,00,000
(2) Includes Loan taken other than from banks for Rs. 2,99,99,99,999
10.65% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on June 30, 2027
10.25% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on June 28, 2027
This loan is repayable in monthly installment from the date of disbursement.. The balance tenure for this
loan is 31 months from the Balance Sheet date.
(1)
These loans are repayable in quarterly installment from the date of disbursement. The balance tenure for
these loans is 25 months from the Balance Sheet date.
This loan is repayable in quarterly installment after the moratorium of 1 years from the date of
disbursement.. The balance tenure for this loans is 13 months from the Balance Sheet date.
These loans are repayable in half yearly installment after the moratorium of 1 years from the date of
disbursement.. The balance tenure for this loans is 7 months from the Balance Sheet date.
Quarterly Installment with moratorium of 18 months from the date of disbursement. The balance tenure for
this loans is 58 months from the Balance Sheet date.
(2)
10.65% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on November 15, 2027
These loans are repayable in bullet at the end of the tenure from the date of disbursement. The balance
tenure for these loans is 11 months (average) from the Balance Sheet date.
This loan is repayable in quarterly installments after a moratorium period of 1 year from the date of first
disbursement. The balance tenure for this loan is 51 months from the Balance Sheet date.
10.10% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on February 18, 2023
10.65% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on January 30, 2023
10.10% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on January 14, 2023
10.65% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on June 05, 2022
10.50% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on March 26, 2018
11.60% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on June 22, 2017
10.30% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on October 22, 2022
10.30% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on October 09, 2022
10.65% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on June 05, 2027
10.10% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on March 28, 2023
10.10% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on March 06, 2023
251
(iv) Current Investments
(a) Investment in Bonds (Quoted)
Particulars
Quantity
Face Value
(Rs.)
Amount (Rs.)
Yes Bank Ltd. 10.5 BD Perpetual FVR 10 Lacs 1,500 1,50,00,00,000 1,50,00,00,000
Yes Bank Ltd. 10.5 BD Perpetual FVR 10 Lacs 1,400 1,40,00,00,000 1,40,00,00,000
Yes Bank Ltd. 10.25 BD 29JU27 FVR 10 Lacs 320 32,00,00,000 32,00,00,000
Indian Railway Finance Corporation Limited 6,60,000 1,000 66,00,00,000
3,88,00,00,000
(b) Investment in Certificate of Deposits (Quoted)
Particulars
Quantity
Face Value
(Rs.)
Amount (Rs.)
IDBI Bank Limited CD 19MR14 2,500 25,00,00,000 23,01,15,500
IDBI Bank Limited CD 14FB14 2,500 25,00,00,000 22,90,06,250
IDBI Bank Limited CD 28AG13 5,000 50,00,00,000 48,17,67,000
IDBI Bank Limited CD 10JU13 2,500 25,00,00,000 24,51,90,250
IDBI Bank Limited CD 07JU13 5,000 50,00,00,000 49,03,28,000
Punjab National Bank CD 25MR14 2,500 25,00,00,000 22,90,74,250
Punjab National Bank CD 20MAR14 2,500 25,00,00,000 23,02,70,500
Punjab National Bank CD 10MR14 2,500 25,00,00,000 22,94,17,750
Punjab National Bank 23DEC13 2,500 25,00,00,000 23,43,95,000
Punjab National Bank CD 17SP13 5,000 50,00,00,000 47,94,93,500
Punjab National Bank CD 10SP13 7,500 75,00,00,000 72,04,94,000
Punjab National Bank CD14JU13 12,500 1,25,00,00,000 1,22,71,07,500
Punjab National Bank 10MAY13 5,000 50,00,00,000 49,45,52,500
Allahabad Bank CD 26JU13 10,000 1,00,00,00,000 97,86,68,000
Allahabad Bank 17JU13 2,500 25,00,00,000 24,51,04,500
Allahabad Bank 31MAY13 7,500 75,00,00,000 73,82,20,500
IDBI Bank 12SEP13 5,000 50,00,00,000 48,01,11,500
IDBI Bank 21JU13 2,500 25,00,00,000 24,48,67,750
IDBI Bank 29MAY13 10,000 1,00,00,00,000 98,45,72,000
IDBI Bank Limited CD 27MY13 5,000 50,00,00,000 49,22,65,500
Central Bank of India 25MAR14 5,000 50,00,00,000 45,96,55,000
Central Bank of India CD 07MY13 5,000 50,00,00,000 49,47,90,500
Vijaya Bank 19JU13 10,000 1,00,00,00,000 97,99,45,000
Vijaya Bank CD 13JU13 2,500 25,00,00,000 24,48,20,000
Vijaya Bank CD 27MAY13 5,000 50,00,00,000 49,24,31,500
State Bank of Patiala CD 18SP13 2,500 25,00,00,000 23,97,68,250
State Bank of Patiala 27MAY13 5,000 50,00,00,000 49,23,91,500
State Bank of Patiala 24MAY13 2,500 25,00,00,000 24,64,40,000
Canara Bank 24MAR14 2,500 25,00,00,000 22,94,61,250
Canara Bank 14MAY13 5,000 50,00,00,000 49,42,72,000
Canara Bank 22APR-13 2,000 20,00,00,000 19,87,68,000
Punjab and Sind Bank 14JU13 2,500 25,00,00,000 24,52,82,500
Punjab and Sind Bank 10JU13 2,500 25,00,00,000 24,54,71,250
UCO Bank 13JU13 2,500 25,00,00,000 24,53,41,750
Oriental Bank of Commerce 7JU13 2,500 25,00,00,000 24,56,98,500
Andhra Bank 10AP13 10,000 1,00,00,00,000 99,66,10,000
ING Vysya Bank 24MAY13 5,000 50,00,00,000 49,27,66,500
16,72,89,35,250
(c) Investment in Government Securities(Quoted)
Particulars
Quantity
Face Value
(Rs.)
Amount (Rs.)
8.15% GOVT.STOCK 2022 45,00,000 45,00,00,000 45,40,79,659
8.33% GOVT.STOCK 2026 5,00,000 5,00,00,000 5,13,52,955
50,54,32,614
21,11,43,67,864
Total (a)
Total (c)
Total (b)
Grand Total (a) + (b) + (c)
252
(29) Contingent liability not provided for in respect of:-
(30)
(e) Corporate counter guarantees outstanding in respect of securitization/ assignment agreements entered by Company with different assignees as at
March 31,2013 is Rs.3,04,47,92,269 against which collateral deposit of Rs 17,29,08,806 for year ended March 31, 2013 is being provided to the
assignees by the Company in the form of Fixed Deposit Receipts. The Company does not anticipate any losses on account of the said corporate
guarantees, in the event of the rights under guarantee being exercised by the assignees.
(a) Contingent Liabilities not provided for in respect of Capital commitments for acquisition of fixed assets at various branches as at the year end (net of
capital advances paid) Rs. 3,00,41,74,116.
(c) Demand pending u/s of 25, 55 , 56 & 61 of Rajasthan Sales Tax Act, 2003 in relation to the merged company “IBFSL” for Rs. 1,45,05,873 (Including
interest & Penalty)with respect to FY 2007-08 to FY 2012-13 against which appeal is pending before DC( Appeals).The company has paid tax
alongwith interest for Rs. 62,31,069/- under protest.
(b) Demand pending u/s 143(3) of the Income Tax Act,1961:
(i) For Rs. 16,12,574/- with respect to FY 2006-07 against disallowance U/s 14A of the Income Tax Act 1961, against which appeal is pending before
CIT (Appeals).
(ii) For Rs. 26,72,534/- with respect to FY2007-08 against disallowance U/s 14A of the Income Tax Act 1961, against which appeal is pending before
ITAT.
(iii) For Rs. 3,54,92,935/- with respect to FY 2007-08 against disallowance U/s 14A of the Income Tax Act 1961, against which appeal is pending
before CIT (Appeals).
(iv) For Rs. 4,06,116/- with respect to FY 2008-09 against disallowance U/s 14A of the Income Tax Act 1961, against which appeal is pending before
CIT (Appeals).
(v) For Rs.1,78,07,253/- with respect to FY2009-10 against disallowance U/s 14A of the Income Tax Act 1961, against which appeal is pending before
CIT ( Appeals).
The Company holds 57.50% of the capital of Indiabulls Finance Company Private Limited (IFCPL), which has become a subsidiary of the Company
pursuant to the Scheme of Arrangement. The balance 42.50% or 32,33,696 Equity Shares are held by Amaprop Limited (Amaprop), vide a Share
Subscription and Shareholders Agreement (SHA) entered into between the Erstwhile Holding Company [Indiabulls Financial Services Limited(IBFSL)],
IFCPL and Amaprop. Certain disputes arose between IBFSL and Amaprop on Amaprop exercising its put option under the SHA as the put price
arrived at in accordance with the SHA was rejected by the Reserve Bank of India (RBI) being in excess of the Fair Market Value as per the then
prevailing RBI pricing guidelines. The disputes were adjudicated in an arbitration held in New York, USA where the Arbitral Tribunal passed an Award
requiring IBFSL to pay Rs. 1,92,00,07,000 alongwith interest and costs thereon (as given in the Award) to Amaprop, for acquiring the 42.50% stake
held by Amaprop in IFCPL. The award was later confirmed by the US District Court under the US laws. Amaprop has thereafter initiated proceedings
for enforcement / recognition of the Award in the US and UK for which proceedings are pending. Implementation of the Award would result in IFCPL
becoming a 100% subsidiary of IBFSL.
This Award has simultaneously been challenged by IBFSL before the Hon'ble High Court of Delhi ("High Court") in a petition filed under Section 34 of
the Arbitration and Conciliation Act, 1996. During the course of the hearing the High Court had suggested that IBFSL should prefer an application to the
RBI for its approval to remit Rs. 11,90,000,128, which in the opinion of the Arbitration Tribunal is the value likely to be accepted by the RBI, as is
recorded by it to be in compliance with the RBI Circular No. 49 dated May 4, 2010. On an application preferred to the RBI seeking its approval for
purchase of the abovementioned shares in IFCPL from Amaprop at a cost of Rs. 1,19,00,00,128, the RBI directed the parties to conclude the
transaction as per the then extant pricing guidelines. The valuation of IFCPL shares held by Amaprop as per the then extant pricing guidelines being
lower than Rs. 1,92,00,07,000 the transaction could not be completed. The High Court has since heard the petition and the award was dismissed by the
High Court. IBFSL has filed an appeal against the said Order before the Divisional Bench of High Court, which was listed on January 28, 2013 and was
then adjourned to May 21, 2013. On the other hand Amaprop has filed enforcement proceedings before the High Court where the Company have filed
objections and the matter was listed on Mar 22, 2013 which got adjourned to April 11, 2013 on which date the Company advanced its arguments on the
objections. The matter is now listed on May 2, 2013 for arguments by Amaprop.
(d) Arbitration award passed by the international arbitrator against the Company for Rs. 1,92,00,07,000 for purchase of 42.50% stake in Indiabulls
Finance Company Private Limited (IFCPL), which is disputed by the Company. The Company currently holds 57.5% Equity stake in IFCPL.
253
(31)
Amount (Rs.)
Investing and
financing related
activities
Fee Income Total
46,91,90,93,531 37,50,64,111 47,29,41,57,642
16,61,98,38,066 1,38,35,492 16,63,36,73,558
8,23,01,622
3,88,90,68,023
12,66,23,03,913
3,88,26,69,07,445 10,41,97,644 3,88,37,11,05,089
2,91,70,69,431
3,91,28,81,74,520
3,33,68,91,45,701 19,91,88,522 3,33,88,83,34,223
4,26,53,50,112
3,38,15,36,84,335
6,17,19,219 14,04,366 6,31,23,585
5,07,56,881
11,38,80,466
7,70,20,427 16,13,501 7,86,33,928
1,52,11,948
9,38,45,876
1,35,94,70,139 13,90,789 1,36,08,60,928
34,73,853
1,36,43,34,781
Non-Cash expenditure other than depreciation
Segment Result
Unallocated Corporate Liabilities
Segment Reporting:
Segment information for the Year ended March 31, 2013:, as per Accounting Standard AS-17, Segment Reporting, as notified by the Companies
(Accounting Standards) Rules, 2006, as amended.
(a) Primary segment information (by business segments)
Less: Income taxes and Deferred tax (credit)
Capital Expenditure
Total Capital Expenditure
Depreciation / Amortisation
Unallocated Depreciation
Profit after tax
Less: Unallocated expenditure net of other unallocated income
Total Assets
Segment Liabilities
Unallocated Corporate Assets
Unallocated Capital Expenditure
Total Non-Cash Expenditure other than depreciation
b) The Company operates solely in one Geographic segment namely "Within India" and hence no separate information for Geographic segment wise
disclosure is required.
c) The group?s primary business segments are reflected based on principal business activities carried on by the Group. The Group?s primary business
activities are to carry on business of investing and finance related activities (investing in various subsidiaries, financing of loans and credit activities)
and fee income which mainly comprises of financial service related fee based advisory services income, selling of Insurance products as a Licensed
Corporate Agent; and other related ancillary services.
d) Segment revenue, results, assets and liabilities include amounts identifiable to each segment and amounts allocated on a reasonable basis.
e) The accounting policies adopted for segment reporting are in line with the accounting policies adopted for preparation of financial information as
disclosed in Significant Accounting Policies (1) above.
Unallocated Non-Cash expenditure other than depreciation
Segment Revenue
Total Liabilities
Total Depreciation / Amortisation
Segment Assets
Particulars
254
(32)
Nature of relationship Related party
Associate Company Indiabulls Asset Reconstruction Company Limited
(Associate till January 10,2013)
Key Management Personnel
Amount (Rs.)
Associate Key
Management
Personnel
Total
- 32,23,18,746 32,23,18,746
Amount (Rs.)
For the Year ended
March 31, 2013
82,75,997
15,43,641
5,31,165
1,91,14,066
1,25,85,979
22,40,88,545
4,17,97,040
1,43,82,313
(33)
Year ended
March 31, 2013
Amount (Rs.)
12,66,23,03,913
11,66,22,031
12,54,56,81,882
31,21,18,479
99,99,303
32,21,17,782
2.00
40.20
38.95
Mr. Saurabh Kumar Mittal, Non -Executive Director
Mr. Rajiv Rattan, Non -Executive Director
Mr. Sachin Chaudhary (CEO-Executive Director upto March 19, 2013)
Mr. Ajit Kumar Mittal, Executive Director (Non Executive Chairman upto March 19, 2013)
Face Value of Equity Shares (Rs.)
Basic Earnings Per Equity Share (Rs.)
Diluted Earnings Per Equity Share (Rs.)
Earnings Per Equity Share (EPS):
The basic earnings per Equity 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 year. Diluted earnings per Equity 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 potential dilutive effect of Employee Stock Option Plan as appropriate. Potential
dilutive Equity Shares on account of Share warrants are not adjusted being anti dilutive in nature.
Particulars
Profit After Tax and prior period adjustments (Rs.)
Less: Share of Minority (including share of Reserve Fund) (Rs.)
Profit available for Equity Shareholders (For Basic / Dilutive EPS) (Rs.)
Weighted average number of Shares used in computing Basic earnings per share (Nos.)
Add: Potential number of Equity Share that could arise on exercise of Employee Stock Options (Nos.)
Weighted average number of Shares used in computing Diluted earnings per share (Nos.)
Related Party relationships as given above are as identified by the Company.
Mr. Sameer Gehlaut
Mr. Ajit Kumar Mittal
Salary
Particulars
Remuneration to Directors
Mr. Sameer Gehlaut
Mr. Sachin Chaudhary
Mr. Ajit Kumar Mittal
Mr. Ashwini Omprakash Kumar
Salary / Remuneration
Mr. Gagan Banga
Mr. Gagan Banga
(d) Statement of Material transactions during the Year;-
Disclosures in respect of Related Parties as per Accounting Standard, AS-18, ‘Related Parties Disclosures’ as notified by the Companies
(Accounting Standards) Rules, 2006, as amended:
b) Other related parties:
a) Related Party where
significant influence exists:
Mr. Sameer Gehlaut, Chairman & Executive Director
Mr. Gagan Banga, CEO & Managing Director (Non Executive Chairman upto March 19, 2013)
Mr. Ashwini Omprakash Kumar, Deputy Managing Director (Managing Director upto March 19, 2013)
Nature of Transaction
Other receipts and payments
Salary / Remuneration (including perquisite and retirement benefits)
(c) Significant transactions with related parties during the year ended March 31, 2013:
255
(34)
(35)
(36)
(37) Restated Adjustments:- For the Year
Ended
March 31, 2013
(Rs.)
Net profit after Tax as per audited accounts(a) 12,66,06,48,871
Restated Adjustments relating to short/excess provision for tax(b) (16,55,042)
Adjusted Profit after tax(a-b) 12,66,23,03,913
(38) Since this is the first year of preparation of Consolidated Financial Informations of the Company, preceeding four years figures have not been
presented.
The Board of Directors at their meeting held on April 27, 2012 had approved the Scheme of Arrangement involving the merger of Indiabulls Financial
Services Limited (IBFSL, the Holding Company) with the Company in terms of the provisions of Sections 391 to 394 of the Companies Act, 1956 (the
“Scheme of Arrangement”). The Appointed Date of the proposed merger fixed under the Scheme of Arrangement was April 1, 2012. The Hon?ble High
Court of Delhi, vide its Order dated December 12, 2012, received by the Company on February 8, 2013, approved the Scheme of Arrangement
(Order). In terms of the Court approved Scheme of Arrangement, with the filing of the copy of the Order, on March 8, 2013 with the office of ROC, NCT of
Delhi & Haryana (the Effective Date), IBFSL, as a going concern, stands amalgamated with IBHFL with effect from the Appointed Date, being April 1,
2012 (Under the Accounting Standard 14 - Pooling of interest method). Consequent to the Scheme of Arrangement becoming effective, the Board of
Directors of the Company, at their meeting held on March 25, 2013, issued and allotted –
i) 31,25,11,167 Equity Shares of Rs. 2 each of the Company,
ii) 2,75,00,000 Warrants of the Company (against the listed warrants of IBFSL), and
iii) 2,07,00,000 Warrants of the Company (against the unlisted warrants of IBFSL held by certain promoter group entities and Key Management
Personnel of IBFSL)
to the Equity Shareholders / Warrants holders of IBFSL, against their holdings in such Equity Shares / Warrants, as on March 20, 2013 i.e. the record
date fixed by IBFSL in this regard. The issue of Equity Shares / warrants by the Company was in terms of the share exchange ratio as mentioned in the
Court approved Scheme of Arrangement. The Company is in the process of getting its shares and warrants (issued in lieu of listed warrants of IBFSL)
listed with National Stock Exchange of India Limited and BSE Limited, for which the necessary applications are being finalised to be filed with the Stock
Exchanges.
Note relating to Assignment:
The Company has entered into various agreements for the assignment/securitisation of loans with assignees, wherein it has assigned/securitised a part
of its secured loan portfolio amounting to Rs. 53,10,92,82,699 upto March 31, 2013, being the principal value outstanding as on the date of the deals
that are outstanding as on the Balance Sheet date.
The Company assigned/securitized various loan portfolios to banks and/or other institutions which are derecognised in the books of accounts of the
Company in terms of accounting policy mentioned in Significant Accounting policies in Note 1 (x) above and residual income on these Loans is being
recognised over the life of the underlying loans and not on an upfront basis.
In respect of amounts as mentioned under Section 205C of the Indian Companies Act, 1956, there were no dues required to be credited to the Investor
Education and Protection Fund as on March 31, 2013.
256
FINANCIAL INFORMATION OF GROUP COMPANIES
The information for the last 3 years based on the audited statements in respect of the listed group
companies, irrespective of whether these are covered under section 370(1) (B) of the Companies Act,
1956 or not is given hereunder:
1) Indiabulls Power Limited.
Indiabulls Power Limited. was incorporated in India on October 08, 2007 as Sophia Power Company
Limited, a public limited company, under the provisions of the Companies Act, 1956 with the Registrar
of Companies, NCT of Delhi & Haryana. The Company obtained a certificate of commencement of
business on October 12, 2007. The Company?s name was changed to Indiabulls Power Limited.
pursuant to a special resolution dated July 04, 2009. A fresh certificate of incorporation consequent
upon the name change was granted to the Company on July 07, 2009.
Brief Description of Business:
The Company is engaged in the business of developing and operating power projects in India.
The registered office of the Company is located at M- 62 & 63, 1
st
Floor, Connaught Place, New Delhi –
110001.
Financial Performance (Standalone)
(Amount in Rs. Lacs)
Particulars 31.03.2013 31.03.2012 31.03.2011 31.03.2010
Authorised Equity Capital
5,00,000.00 5,00,000.00 5,00,000.00 5,00,000.00
Authorised Preference Capital
- - -
-
Paid up Equity Capital
2,64,273.00 2,22,732.29
2,02,293.27 2,02,129.65
Reserves and Surplus (excluding
revaluation reserves)
2,71,320.65
2,09,750.25 1,90,813.57
1,89,944.07
Sales/Total Income
3,468.23
7,396.72 3,039.63
7,082.41
Profit/(Loss) after Tax (PAT)
(2,628.33)
5,242.25 966.42
3,772.43
Basic Earnings per Share (In Rs.)
(0.10) 0.251
0.048
0.208
Diluted Earnings per Share (In Rs.)
(0.10) 0.251
0.047
0.206
NAV per share (In Rs.)
20.27
19.42
19.43
19.40
Source: Audited Financial Statements (the figures for 2013 are as approved by the Board of Directors of
the Company and are yet to be adopted in the ensuing AGM)
The highest and lowest market price of shares during the preceding six months
NSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 22-Jan-2013 14.20 48,75,403 672.16
Low Price 28-Jun-2013 6.40 25,75,920 173.94
BSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 23-Jan-2013 15.00 17,42,353 234.18
Low Price 28-Jun-2013 6.40 8,85,580 59.69
257
Details of changes in capital structure during the six months preceding the date of filing of
this Information Memorandum.
Nil
Details of public or rights issue in the preceding three years.
Nil
Information regarding significant adverse factors related to the group companies:
(i) Indiabulls Power Limited. has not become a sick company within the meaning of the Sick
Industrial Companies (Special Provisions) Act, 1995 and is not under winding up;
(ii) Indiabulls Power Limited. has made a loss of Rs 2,628.33 lacs in FY 2012-13.
Indiabulls Power Limited. has not remained defunct and no application has been made to
the Registrar of Companies for striking off the name of the company during the five years
preceding the date of filing the Information Memorandum.
The Promoters have not disassociated themselves from Indiabulls Power Limited. during
the three years preceding the date of filing the Information Memorandum.
2) Indiabulls Real Estate Limited
Indiabulls Real Estate Limited was incorporated as a Public Limited Company on April 4, 2006 under
the name and style of Indiabulls Real Estate Limited, with the Registrar of Companies, NCT of Delhi
and Haryana.
Brief Description of Business:
The Company is engaged in the business of construction and development of properties, project
management, investment advisory and construction services as well as providing consultancy services on
engineering, industrial and technical matters to various industries including companies engaged in
construction - development of real estate and infrastructure projects. The registered office of the
Company is located at F-60, Malhotra Building, 2
nd
Floor, Connaught Place, New Delhi-110 001.
Financial Performance (Standalone)
(Amount in Rs. lacs)
Particulars 31.03.2013 31.03.2012 31.03.2011 31.03.2010
Authorised Equity
Capital
10,000.00 10,000.00 10,000.00 10,000.00
Paid up Equity Capital 8,480.21 9,480.21 8,044.84 8,030.78
Reserves and Surplus
(excluding revaluation
reserves)
560,659.48 568,770.57 585,979.52 633,392.94
Sales/Total Income 58,866.23 22,249.97 17,372.68 13,343.71
Profit/(Loss) after Tax
(PAT)
26,856.10 1,445.34 4,580.54 2,244.45
Basic Earnings per
Share (In Rs.)
6.08 0.34 1.14 0.38
Diluted Earnings per
Share (In Rs.)
6.07 0.34 1.13 0.37
NAV per share (In Rs.) 134.23 121.99 147.68 159.74
Source: Audited Financial Statements (the figures for 2013 are as approved by the Board of Directors of
the Company and are yet to be adopted in the ensuing AGM)
The highest and lowest market price of shares during the preceding six months
258
NSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 17-May-13 87.30 7,371,551 6,327.57
Low Price 10-Apr-13 50.20 4,946,544 2,577.36
BSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 17-May-13 87.30 1,748,747 1,500.84
Low Price 10-Apr-13 50.15 702,907 367.08
Details of changes in capital structure during the six months preceding the date of filing of
this Information Memorandum.
Nil
Information regarding significant adverse factors related to the group companies:
(i) Indiabulls Real Estate Limited has not become a sick company within the meaning of the Sick
Industrial Companies (Special Provisions) Act, 1995 and is not under winding up;
(ii) Indiabulls Real Estate Limited has not made a loss in the immediately preceding year.
Indiabulls Real Estate Limited has not remained defunct and no application has been made
to the Registrar of Companies for striking off the name of the Company during the five
years preceding the date of filing the Information Memorandum.
The Promoters have not disassociated themselves from Indiabulls Real Estate Limited
during the three years preceding the date of filing the Information Memorandum.
3) Indiabulls Infrastructure and Power Limited
The Company was incorporated in India on November 09, 2010 as a public limited company, under
the provisions of the Companies Act, 1956 with the Registrar of Companies, NCT of Delhi & Haryana,
as wholly owned subsidiary of Indiabulls Real Estate Limited. Subsequently, the Company got
demerged by way of Scheme of Arrangement among Indiabulls Real Estate Limited, Indiabulls
Infrastructure and Power Limited and their respective Shareholders and Creditors and Indiabulls
Builders Limited, Indiabulls Power Limited., Poena Power Supply Limited and their respective
Shareholders and Creditors, for demerger of the „Power Business Undertaking? of IBREL into the
Company, as a going concern.
Brief Description of Business:
The Company is engaged in the business of providing consultancy to various other companies, which
are or planning to venture into the business of generation, transmission and distribution of power or
are in the process of setting up the power generation plants.
The registered office of the Company is located at M- 62 & 63, 1
st
Floor, Connaught Place, New Delhi
110 001.
Financial Performance (Standalone)
(Amount in Rs. Lacs)
Particulars 31.03.2013 31.03.2012 For the Period
09.11.2010 to
31.03.2011
Authorised Equity
Capital
30,000.00 30,000.00 5.00
Paid up Equity Capital 25,459.13 25,459.13 5.00
Reserves and Surplus
(excluding revaluation
36,514.57 36,730.34 13.14
259
reserves)
Sales/Total Income 246.86 51.65 21.20
Profit/(Loss) after Tax
(PAT)
(215.77) (347.20) 13.14
Basic Earnings per
Share (In Rs.)
(0.02) (0.10) 26.27
Diluted Earnings per
Share (In Rs.)
(0.02) (0.10) 26.26
NAV per share (In Rs.) 4.87 4.36 36.27
Source: Audited Financial Statements (the figures for 2013 are as approved by the Board of Directors of
the Company and are yet to be adopted in the ensuing AGM)
The highest and lowest market price of shares during the preceding six months
NSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 21-Jan-2013 7.15 6,23,962 43.44
Low Price 20-Jun-2013 2.55 8,39,198 22.03
BSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 18-Jan-2013 7.20 1,88,220 13.29
Low Price 20-Jun-2013 2.53 2,40,225 6.34
Details of changes in capital structure during the six months preceding the date of filing of
this Information Memorandum.
Nil
Information regarding significant adverse factors related to the group companies:
(i) Indiabulls Infrastructure and Power Limited has not become a sick company within the meaning
of the Sick Industrial Companies (Special Provisions) Act, 1995 and is not under winding up;
(ii) Indiabulls Infrastructure and Power Limited has incurred a loss of Rs. 215.77 Lacs in FY 2012-13.
Indiabulls Infrastructure and Power Limited has not remained defunct and no application
has been made to the Registrar of Companies for striking off the name of the company
during the five years preceding the date of filing the Information Memorandum.
The Promoters have not disassociated themselves from Indiabulls Infrastructure and
Power Limited during the three years preceding the date of filing the Information
Memorandum.
4) Indiabulls Securities Limited
Indiabulls Securities Limited was incorporated as a private limited company on June 9, 1995 under
the name and style of GPF Securities Private Limited with the Registrar of Companies NCT of Delhi
and Haryana. The name of the Company was changed to Orbis Securities Private Limited and a fresh
Certificate of Incorporation was issued by Registrar of Companies on December 15, 1995 to this
effect. The Company was converted into Public Limited Company and a fresh Certificate of
Incorporation consequent to change of name to Orbis Securities Limited was issued by the Registrar
of Companies on January 5, 2004 to this effect. The name of the Company was again changed to
Indiabulls Securities Limited and a fresh Certificate of Incorporation was issued by Registrar of
Companies on February 16, 2004 to this effect.
Brief Description of Business:
260
The Company is in the business of stock and share broking, commodities trading, depository service,
distribution of Mutual Funds/IPOs and other investments and tax planning products. The registered
office of the Company is located at F-60, Malhotra Building, 2nd Floor, Connaught Place, New Delhi
110 001.
Financial Performance (Standalone)
(Amount in Rs. Lacs)
Particulars 31.03.2013 31.03.2012 31.03.2011 31.03.2010
Authorised Equity
Capital
10,000.00 10,000.00 10,000.00 10,000.00
Paid up Equity
Capital
4,622.25 4,622.25 4,622.25 4,598.81
Reserves and
Surplus (excluding
revaluation
reserves)
15,037.70 17,488.57 18,617.40 17,394.30
Sales/Total Income 13,198.71 16,545.24 33,758.47 34,475.41
Profit/(Loss) after
Tax (PAT)
5,583.55 (1,160.21) 3,737.28 6,121.75
Basic Earnings per
Share (In Rs.)
2.42 (0.50) 1.62 2.43
Diluted Earnings per
Share (In Rs.)
2.42 (0.50) 1.60 2.34
NAV per share (In
Rs.)
8.51 9.57 10.06 9.56
Source: Audited Financial Statements (the figures for 2013 are as approved by the Board of Directors of
the Company and are yet to be adopted in the ensuing AGM)
The highest and lowest market price of shares during the preceding six months
NSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 30/01/2013 12.70 19,13,611 239.19
Low Price 14/02/2013 7.70 6,30,422 59.00
BSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 30/01/2013 12.69 5,42,915 67.92
Low Price 25/03/2013 7.75 2,05,489 16.48
Details of changes in capital structure during the six months preceding the date of filing of
this Information Memorandum.
Nil
Information regarding significant adverse factors related to the group companies:
(i) Indiabulls Securities Limited has not become a sick company within the meaning of the Sick
Industrial Companies (Special Provisions) Act, 1995 and is not under winding up;
(ii) Indiabulls Securities Limited has not incurred a loss in the immediately preceding year.
Indiabulls Securities Limited has not remained defunct and no application has been made
to the Registrar of Companies for striking off the name of the company during the five
years preceding the date of filing the Information Memorandum.
261
The Promoters have not disassociated themselves from Indiabulls Securities Limited during
the three years preceding the date of filing the Information Memorandum.
5) Store One Retail India Limited
Store One Retail India Limited was incorporated as a Public Limited Company on March 18, 2005 under
the name and style of Piramyd Retail Limited, with the Registrar of Companies, Maharashtra, Mumbai.
The name of the company was changed from „Piramyd Retail Limited? to „Indiabulls Retail Services
Limited? and a fresh certificate of incorporation was issued by the Registrar of Companies on May 22,
2008 to this effect. Subsequently the registered office of the Company was shifted to the NCT of Delhi &
Haryana w.e.f. July 30, 2008. Further, the name of the Company was changed from „Indiabulls Retail
Services Limited? to „Store One Retail India Limited? and a fresh Certificate of Incorporation was issued by
Registrar of Companies on October 6, 2009 to this effect.
Brief Description of Business:
The Company is engaged into the business of providing property and facility management, plant and
machinery management and its rental services, providing infrastructure resources, wholesale trading
activities and travel agency services. The registered office of the Company is located at M- 62 & 63, First
Floor, Connaught Place, New Delhi-110 001.
Financial Performance (Standalone) (Amount in Rs. Lacs)
Particulars
31.03.2013
31.03.2012 31.03.2011 31.03.2010
Authorised Equity
Capital
2,800.00
2,500.00
2,500.00 2,500.00
Authorised Preference
Capital
400.00
400.00
-
-
Paid up Equity Capital
2,320.00
2,000.00
2,000.00 2,000.00
Paid up Preference
Capital
297.34
312.25
-
-
Reserves and Surplus
(excluding revaluation
reserves) and net of
debit balance in the
Profit & Loss Account
5,977.03
2882.43
(25,466.81)
(21,949.68)
Sales/Total Income
9,368.01
5,142.02
595.29 1,885.67
Profit/(Loss) after Tax
(PAT)
3,766.21
1,183.93
(3,517.12)
(5,119.71)
Basic Earnings per Share
(In Rs.)
17.76
5.92
(17.59)
(25.60)
Diluted Earnings per
Share (In Rs.)
17.40
5.92
(17.59)
(25.60)
NAV per share (In Rs.)
35.76
24.41
(117.33)
(99.75)
Source: Audited Financial Statements (the figures for 2013 are as approved by the Board of Directors of
the Company and are yet to be adopted in the ensuing AGM)
The highest and lowest market price of shares during the preceding six months
NSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 23-Jan-13 48.55 1,701 0.80
Low Price 25-Mar-13 24.60 7,957 2.07
262
BSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 22-Jan-13 48.50 13,296 6.32
Low Price 25-Mar-13 24.40 22,335 5.78
Details of changes in capital structure during the six months preceding the date of filing of
this Information Memorandum.
Nil
Information regarding significant adverse factors related to the group companies:
(i) Store One Retail India Limited has not become a sick company within the meaning of the Sick
Industrial Companies (Special Provisions) Act, 1995 and is not under winding up;
(ii) Store One Retail India Limited had not made a loss in the immediately preceding year.
Store One Retail India Limited has not remained defunct and no application has been made to
the Registrar of Companies for striking off the name of the company during the five years
preceding the date of filing the Information Memorandum.
The Promoters have not disassociated themselves from Store One Retail India Limited during
the three years preceding the date of filing the Information Memorandum.
263
CHANGES IN ACCOUNTING POLICIES IN THE LAST THREE YEARS
There has been no change in the accounting policies of Indiabulls Housing Finance Limited in the last
three years.
264
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the purpose of the Management Discussion and Analysis, Indiabulls Housing Finance (IBHFL) is
defined as the consolidated merged entity, post merger of Indiabulls Financial Services Limited, and
other subsidiaries. The terms „the Company? and „Indiabulls? also refer to the consolidated entity. HFC
refers to Housing Finance Company.
ECONOMIC SCENARIO:
The GDP growth rate for FY 12-13 is estimated at 5.9%. But it is expected that several initiatives
taken by the government during the course of the year will prove to be catalysts in spurring the
growth rate. Some of these initiatives are FDI in multi brand retail and aviation sectors, diesel price
partial deregulation, capping the number of subsidized LPG gas cylinders and proposed measures like
opening of the pension sector to foreign investments and raising the FDI cap in insurance to 49%.
Monetary policy has finally begun to show a pro growth inclination. With inflation moderating to sub
7% levels, in the second half of the year, RBI moved to address the liquidity deficit issue which was
constraining growth. Over the course of the last financial year, the Reserve bank dropped repo rate by
100 basis points to 7.50% and cut the CRR by 75 basis points to 4.00% from year opening figure of
8.50% and 4.75% respectively.
Headline WPI inflation is expected to further reduce to sub 6% levels over FY13-14 especially on the
back of normal monsoons. This will afford the RBI more headroom in reducing repo rate and CRR.
INDUSTRY OVERVIEW:
The home loan industry in India mainly comprises of banks and Housing Finance Companies (HFCs).
The National Housing Bank (NHB) operates as the nodal regulatory agency to promote, regulate and
provide financial and other support to HFCs at local and regional levels. HFCs primarily depend on
funding sources such as loans from banks and financial institutions, refinance from NHB, borrowing
through bonds and debentures, commercial paper, subordinate debt, besides their own equity and
reserves.
A decade of steady economic growth driven by the industrial and service sector has resulted in steady
growth in per capita income. This has triggered a migration towards urban areas chasing expanding
job opportunities in the service and non-agricultural sectors. Cascading effects of this are growing
income levels and fragmentation of traditionally large family structures into smaller nuclear units.
Economic growth has also meant that availability of finance is now easier, quicker and more customer
centric. All these factors, coupled with a large housing shortfall, have converged to trigger an
unprecedented boom in the housing market, and resultantly in the housing loan market.
Indeed, the housing finance sector has witnessed high levels of sustained growth over the last several
years. Housing finance disbursals have grown at a CAGR of 30% in the ten years between 2000-01
and 2010-11. The total outstanding domestic housing credit has grown at a CAGR of 20% in the five
years between 2004-05 and 2010-11.
Being specialist finance companies, HFCs have processes and procedures completely tuned to their
products. They have the optimal distribution network with presence in locations and localities where
demand and potential is the highest. Key personnel such as the sales teams, credit teams and the
collection network are extensively trained to administer and manage housing loans. And indeed,
housing loans as a product is unique in many respects.
Housing loans require continuous and constant engagement with the customer, unlike fixed interest,
fixed EMI retail individual loans. Housing loans are almost always extended at a variable rate of
interest and have tenures of over 15 years. Constant customer engagement is necessitated by factors
such as changing EMIs due to changes in rates of interest; customers having the option to opt for a
change in tenure or change in EMI with changes in interest rates; customers opting to pre-pay over
the long duration of the loan; customers opting to transfer in, from another lender, or transfer their
balance out, to another lender, in the search of more favourable terms.
265
As most of the housing loans extended towards under-construction properties is construction linked,
on the loan appraisal and disbursal part of the operations, HFCs have to have the ability to asses
various residential real estate developers to effectively estimate construction and other project related
risks. Though the customer bears the responsibility for complete servicing and repayment of the loan
irrespective of completion and delivery of the housing unit, construction and project risks nevertheless
have a bearing on proper loan repayment and collateral realization in the event of a default.
With increasing competition finance companies and banks that are best placed to manage the unique
dynamics of the housing loan product are at an advantage. HFCs, having built their operations
exclusively around housing loans, have been witnessing a steady growth in market share. In FY 2012-
13, HFCs contributed 47% of the domestic housing finance growth over the previous year, up from
only 22% in FY 2005-06. This trend is expected to continue with HFCs capturing an ever increasing
share of the mortgage finance market.
Promoting home ownership, especially in the affordable housing segment has been a high government
priority. Underlining this, the Finance Minister raised tax deduction limit by Rs. 1 lakh for first-time
home buyers. This translates to reduction in the effective rate of interest that the home purchaser has
to pay on any loan that he avails.
BUSINESS OVERVIEW:
The Company, as an incorporated legal entity came into existence on May 10, 2005, under the
Companies Act, 1956, having been registered on such date with the Registrar of Companies, NCT of
Delhi and Haryana vide registration no. U65922DL2005PLC136029 and obtained the certificate for
commencement of business on January 10, 2006, to enable it to carry on the business of housing
finance, upon receipt of the license to do so from the National Housing Bank. Indiabulls Financial
Services Limited (IBFSL), the erstwhile promoter of the Company, incorporated on January 10, 2000
and since March 30, 2001, had already been functioning, as a non banking finance company. The
merger of IBFSL with the Company, on a going concern basis, therefore ensured a continuity of the
Company?s business, since March 30, 2001.
The Company is India?s 3rd largest Housing Finance Company post the merger with its wholly owned
erstwhile parent Company, Indiabulls Financial Services Limited. The company manages loan assets of
Rs 34,425 Cr as on March 31, 2013 (consolidated basis).
In the year end March 31, 2013 the company clocked a PAT of Rs 1,266 Cr, an increase of 25.8%
over FY 2011-12?s PAT of the erstwhile holding company IBFSL of Rs 1,006 Cr (consolidated basis).
Indiabulls has nationwide presence through its network of 200 branches spread across 20 states and
union territories. Over the last decade the company has expanded its branch network to effectively
cover geographical areas relevant to its suite of products.
Stable, Long-term and diversified liability profile:
The company has a diversified liability profile. The company raises long term finances through bonds
and term loans.
The company counts many leading banks (including PSU banks, Private banks and Foreign banks) and
leading Financial Institutions amongst its lenders.
Loan Sell Down:
A significant proportion of the company?s sub 25 lakh home loan sourcing and its commercial vehicle
loans qualify as priority sector lending for banks. The company regularly sells down such assets thus
helping its banking partners in meeting their priority sector lending targets.
An Asset base of high quality secured assets:
The company continues to have stable, low levels of non-performing assets. Focus on low risk home
loans and other mortgage backed lending has ensured that incremental book has contributed very low
levels of incremental delinquencies.
266
Prudential Norms for Housing Finance Companies:
National Housing Bank (NHB) regulates the HFCs and issues guidelines on income recognition, asset
classifications, provisioning, provisioning for bad and doubtful debts, capital adequacy, accounting and
disclosure policies, fair practice code and asset liability management.
As against the regulatory requirement of 12%, IBHFL?s capital adequacy ratio stands at 18.47% of the
risk weighted assets (of which Tier 1 capital is 14.96%).
Awards and Accolades:
Indiabulls Housing Finance Limited (IBHFL) was recently awarded the “Housing Finance Company of
the year “award by the Accommodation Times. This was in recognition of IBHFL?s contribution to the
housing industry by providing affordable home loans while maintaining high quality of customer
service.
IBHFL was conferred the prestigious “Best Employer Brand” award for its human resource practice by
The Institute of Public Enterprises.
Experienced Senior Management Team:
IBHFL has had low levels of attrition within its key departments and especially among the experienced
senior management team. With an average vintage of 5 years the mortgage credit appraisal team has
been instrumental in the loan book?s steady growth with low levels of incremental delinquency.
All of the company?s loan recovery efforts in-housed with no cases being allocated to external
collection agencies. This experienced collection team has been a big factor in the company being able
to maintain healthy asset quality.
The company?s senior management team that manages key products has remained unchanged since
the initiation of their respective business lines. From time to time the company has recruited laterally
from within the industry to bolster its growth. As a result, today the middle and the senior
management team of the company have rich experience within the financial services industry, have
been with the company for several years and form the stable and reliable backbone of the company.
Marketing Initiatives:
Property Fair:
In 2012, IBHFL for the first time, hosted an exhibition on its own, Indiabulls Home Loans “Awas 2012
– A Budget Home Show “25 lakh Mein Ghar – A dream home. The event had participation from 24
reputed developers across Mumbai and Navi Mumbai. This was very well received by both prospective
home buyers and the real estate development community.
Going Beyond India:
? Indiabulls group has entered into an agreement with Qatar?s Doha Bank for offering mortgage
loans to Doha bank?s NRI customers for purchasing properties in India. The tie-up with
Doha bank gives the company access to the affluent gulf-based NRI population.
? This partnership with Doha bank marks an important milestone in Indiabulls quest for a global
footprint. The middle East Gulf region in general and Qatar, Kuwait and UAE in particular are
strategic markets for us in view of burgeoning Indian Diaspora in these countries.
? IBHFL recently opened an office in London. This is again with the objective of making home
loans available to the NRI community looking to purchase properties in India.
Focused Distribution Network:
The financial year 2012-12, saw the company further expanding its branch network. The company
now has 200 branches spread across 20 states. These well-appointed branches are located in localities
which are accessible to the company?s focused customer segment.
267
IBHFL sources its home loans and other retail mortgage and commercial vehicle loans through a well-
trained Direct Sales Team of over 1,800 employees. The company also relies on the tie-ups with
external direct sourcing agents to source some portion of its business.
The company entered into sourcing tie-ups with Yes Bank and Doha Bank during FY12-13. This vastly
enhances the company?s distribution search, giving it immediate presence in 430 of Yes Bank?s
branches across the country. The tie-up with Doha Bank gives the company access to the affluent
Indian diaspora in the Middle East.
Business Strategy
Indiabulls lending business aims to continue to grow as a leading Home Loans provider and build a
stable, secure and sustainable business that is focused on maximizing growth opportunities within the
financial services industry. It is our intention to adopt a cautious credit underwriting approach while
maintaining high growth rates and profitability in all our business segments. The company focuses on
operational excellence, prudent credit policies, adequate fraud control, and an effective collection
mechanism.
Indiabulls is one of India’s Leading Home Loan Providers
A growing population and a rapidly expanding economy have led to a sustained demand for home
ownership. This demand is further driven by changes in demographic profile including increase in the
rate of household formation due to a structural shift from a joint family system to smaller nuclear
families, rapid urbanization and rise in disposable income levels.
To encourage home purchase, especially in the affordable housing segment, the Finance Minister
recently raised the tax deduction limit by Rs.1 lakh for first-time home buyers. An individual availing a
loan of upto Rs 25 lakh for his first home from a bank or a housing finance corporation during April 1,
2013 to March 31, 2014, will be entitled to an additional deduction of interest of up to Rs.1 lakh over
and above the current limit of Rs.1.5 lakh. If the limit is not exhausted, the balance may be claimed in
2014-15. This move is likely to encourage home buyers and promote home ownership. This will
benefit IBHFL, as a majority of the home loan business comes from the sub 25 loan segment.
IBHFL?s diversified and long term liabilities with stable cost of funding, leverage from high team
productivity and operational competencies will enable the company to offer competitively priced home
loans to its customers.
An expanding branch network and a growing sales force completes the product delivery and
fulfillment. Sourcing tie-ups with Yes Bank and Doha Bank have further extended the company?s
reach.
Expanding our home loans business successfully and profitably not only helps in servicing the financial
needs of millions of aspiring home owners but also allows us to positively contribute to the Indian
growth story.
Continue to Grow our Client Base and Maintain a High-quality Loan Portfolio
The Company is focused on long term low risk secured lending, such as mortgage-backed loans and
commercial vehicle financing. As the Company continues to grow its client base, it will maintain its
focus on secured lending to low risk segments in order to maintain high-quality loan portfolio and
minimize client delinquencies and defaults. It will continue to pursue a Stable Liability Mix. This is
important as IBHFL is a Housing Finance Company and relies on short, mid and long-term funding
from banks and FIIs and from the bonds and Commercial Paper market. The Company has sufficient
funds to meet the short-term funding needs. The Company continues to identify various alternative
sources of funding to diversify its funding sources and maintain stable, low cost of borrowing.
Perceived Business Risks
The Company?s business activities expose it to a variety of risks including liquidity risk and interest
rate risks. Identification and management of these risks are essential to its success and financial
soundness.
268
Internal Control Systems
The Company has adequate system of internal controls for business processes, with regard to
operations, financial reporting, fraud control, compliance with applicable laws and regulations, etc.
Regular internal audits and checks ensure that responsibilities are executed effectively. The Audit
Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal
control systems and suggests improvement for strengthening the existing control system in view of
changing business needs from time to time.
Real Estate Industry
With increasing urbanization, growing demand for residential spaces; the real estate industry
witnesses a continually changing landscape. The sector is particularly sensitive to interest rate
movements, credit availability and land acquisition, and building & construction norms. While the
supply side is characterized by long-gestation periods and is exposed to execution and financing risks,
the demand side is sharply affected by prevailing interest rates and buyers? expectation of price
movements. The Company?s disbursals are directly linked to credit offtake that funds new real estate
purchases and as such is exposed to the factors laid out above.
Human Resources
IBHFL firmly believes that its employees are key to driving performance and developing competitive
advantage. The emphasis has been on proper recruitment of talent and empowerment while devoting
resources for their continuous development.
The Company aims to build a team of dedicated employees who work with passion and a sense of
belongingness and play a defining role in accelerating the growth of the Company.
Indiabulls CSR Initiative - Drug Access Program for cancer patients in partnership with
Novartis
Novartis Oncology Access (NOA) program:
The NOA program is a drug access program to help patients, for the treatment of Ph+ chronic myeloid
leukemia (CML) in chronic phase, accelerated phase and the blast crisis, who cannot afford to pay for
the entire treatment cost. This program is run by Novartis along with its partner Physicians, who
enroll patients under this program after diagnosis. The MAX Foundation, an independent NGO, assists
patients throughout the program in completing formalities and procurement of medicines. The
Company, as a NOA partner performs the task of local credit evaluation agency which works as an
independent and unbiased body for the financial analysis and assessment of the patient and his family
members? earning capacity to ascertain their affordability of the medical expenses on such critical
disease. In doing this the company follows standard operating procedure (SOP) prescribed by Novartis
based on the WHO guidelines for drug donation programs.
Cautionary Statement
Statements in this Management Discussion and Analysis Report describing the Company?s objectives,
projections, estimates and expectations may be forward looking statements within the meaning of
applicable laws and regulations. Actual results might differ materially from those either expressed or
implied.
The Company is not under any obligation to publicly amend, modify or revise any forward looking
statements on the basis of any subsequent developments, information or events.
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SECTION VI- LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
LITIGATIONS AGAINST INDIABULLS HOUSING FINANCE LIMITED (“IBHFL”)
Indiabulls Housing Finance Limited (“IBHFL”) and its subsidiaries are subjected to various legal
proceedings from time to time, mostly arising in the ordinary course of its business. Cases filed
against IBHFL and its subsidiaries, currently pending before various legal foras, are primarily in the
nature of consumer complaints, arbitration claims, civil cases, labour cases, insolvency cases etc.
Apart from the above, IBHFL is subjected to the below mentioned 2 cases;
(i) Amaprop Ltd. has filed a petition against IBHFL under section 48 of Arbitration & Conciliation
Act, 1996 whereby the petitioner has sought enforcement of an Arbitral Award to which IBHFL
has filed its objections. The petition is currently pending adjudication before the High Court of
Delhi at New Delhi. The pleadings have been completed in the said matter and arguments have
commenced.
(ii) MMTC Ltd., a public sector undertaking, with whom IBHFL has incorporated a public limited
company (with the objective of setting up an integrated online national level commodities
exchange under the Forward Contracts (Regulation) Act, 1952), has moved the Company Law
Board by way of a company petition under Sections 397/398 of the Companies Act, 1956 inter
alia challenging the induction of a new anchor investor in the joint venture concern and has
further alleged that IBHFL has acted/ conducted the affairs of the joint venture concern in a
manner which amounts to oppression/mismanagement.
IBHFL has vehemently refuted the allegations leveled against it and sought outright dismissal of
the petition by way of an application questioning the maintainability of the company petition
inter alia on the grounds that there is no violation by induction of the new anchor investor and
that the company petition cannot be entertained by the Board. Arguments on the said
maintainability application have commenced.
Except as described above, IBHFL and its subsidiaries are not involved in any legal proceedings and in
its opinion no proceedings are threatened, which may have a material adverse effect on the business,
financial position, profitability or results of operations of IBHFL and its subsidiaries.
LITIGATIONS AGAINST PROMOTERS AND DIRECTORS OF INDIABULLS HOUSING FINANCE
LIMITED
The Promoters / Directors of IBHFL, in their capacity as director of other companies / alleged to be
director of other companies, are / were parties in few insignificant litigations in the nature of
complaints, recovery suit, consumer complaint etc, which may not have any material adverse effect
on their financial position, capabilities etc or in the business or operations of IBHFL and its
subsidiaries.
LITIGATIONS AGAINST INDIABULLS SECURITIES LIMITED (“ISL”)
Indiabulls Securities Limited (“ISL”) and its subsidiaries are subjected to various legal proceedings
from time to time, mostly arising in the ordinary course of their business, which are primarily in the
nature of consumer complaints, arbitration claims/appeals criminal complaints and civil cases. These
litigations primarily relate to disagreement with respect to certain transactions executed in the trading
account of the clients.
Few clients have filed criminal complaint in relation to disputes regarding certain transactions
executed in their securities trading account. The details are as under:
(i) Satya Narayan Singh had filed a complaint before the Judicial Magistrate, Ist class, Vrindawan,
Mathura. The police have filed the investigation closure report stating that no cognizable offence
has been made out. The matter is currently pending for closure before the Judicial Magistrate.
270
(ii) Ramesh Kumar Gupta had filed a complaint before the court of Judicial Magistrate, Kaithal
(Haryana). The police have filed its investigation closure report stating that no cognizable
offence has been made out. The matter is currently pending for closure before the Judicial
Magistrate.
(iii) K. Bharathi had filed a complaint before the court of Chief Metropolitan Magistrate, Chennai
(Tamil Nadu). The Hon?ble High Court on a petition by the Company has stayed the proceedings
of the complaint before Chief Metropolitan Magistrate.
(iv) Gurinder Singh Sahota alongwith his brother & a company in which they are directors had filed a
complaint before the court of Metropolitan Magistrate, Delhi. The Hon?ble High Court on a
petition by the Company has stayed the proceedings of the complaint before the Metropolitan
Magistrate.
(v) A complaint filed by Manisha Phaltnakar is pending adjudication before the District Judge,
Kalyan, Thane.
Apart from the above litigations, SEBI has filed an appeal before Hon?ble Supreme Court of India
against the order passed by Securities Appellate Tribunal setting aside SEBI?s adjudication order
imposing penalty. The Hon?ble Supreme Court has issued notices, however no stay has been granted.
Except as described above, ISL and its subsidiaries are not involved in any legal proceedings and in
their opinion no proceedings are threatened, which may have a material adverse effect on the
business, financial position, profitability or results of operations of ISL or its subsidiaries.
LITIGATIONS AGAINST INDIABULLS REAL ESTATE LIMITED (“IREL”)
Indiabulls Real Estate Limited (“IREL”) and its subsidiaries are subjected to various legal proceedings
from time to time, mostly arising in the ordinary course of their business. The legal proceedings
initiated by various parties are primarily in the nature of consumer complaints, arbitration claims, civil
cases, cases under section 138 of Negotiable Instrument Act etc. These litigations do not have any
material adverse effect on the business or financial position of IREL.
Apart from the above, IREL is subjected to the below mentioned cases
(i) Vijaybhai Mohanlal Shah and few others who have made provisional reservations for
apartment(s) in a proposed residential project of Albina Real Estate Pvt. Ltd, a subsidiary of
IREL have filed complaint(s) before the Learned Magistrate, Ahmedabad. The Hon'ble High
Court of Gujarat on petitions preferred for quashing of the complaints, has been pleased to
stay the proceedings before the Learned Magistrate.”
(ii) Sushma Kapoor who had made provisional reservations for a apartment in a proposed
residential project of Selene Constructions Limited, a subsidiary of IREL, has besides other
proceedings also Metropolitan Magistrate, New Delhi. The allegations have been vehemently
refuted and outright dismissal of the complaint has been sought. The matter is currently
pending adjudication.
Except as described above, IREL including its subsidiaries are not involved in any legal
proceedings and in their opinion no proceedings are threatened, which may have a material
adverse effect on the business, financial position, profitability or results of operations of IREL
or its subsidiaries.
LITIGATIONS AGAINST STORE ONE RETAIL INDIA LIMITED (“SORIL”)
Store One Retail India Limited (“SORIL”) is subjected to various legal proceedings from time to time,
mostly arising in the ordinary course of its business.. The legal proceedings initiated by various parties
are primarily in the nature of consumer complaints, arbitration claims, civil cases etc. primarily
relating to disputes with regard to marketing schemes, disputes with vendors, recovery of money, etc.
Except as described above, SORIL is not involved in any legal proceedings and in its opinion no
proceedings are threatened, which may have a material adverse effect on the business, financial
position, profitability or results of operations of SORIL.
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LITIGATIONS AGAINST INDIABULLS POWER LIMITED. (“IPL”)
Except as described below, there are no legal proceedings against Indiabulls Power Limited. (“IPL”)
and its subsidiaries and no proceedings in the opinion of IPL are threatened, which may have a
material adverse effect on the business, financial position, profitability or results of operations of IPL
or its subsidiaries.
Cases filed against IPL and its subsidiaries are in the nature of public interest litigations, arbitration
claim, writ petition and suits. Some of the significant cases are as follows:
(i) A public interest litigation filed by the Society for Environmental Protection, Amravati, before
the Nagpur Bench of the Bombay High Court claiming that the Power Plant project being set
up by IPL at Amravati may result in environmental hazards, and therefore inter alia sought
that State of Maharashtra should reconsider the permission granted to IPL. The High Court
has transferred the case to the National Green Tribunal, Delhi.
(ii) A Public Interest Litigation has been filed before Aurangabad Bench of the High Court of
Bombay by few agriculturists from Kopargaon challenging allocation of water to Power Plant
being setup by IRL, subsidiary of IPL, at Sinnar, Nasik.
(iii) An appeal has been filed by Wardha Power Company Ltd. before the Appellate Tribunal for
Electricity (“APTEL”) against the order of Maharashtra Electricity Regulatory Commission
approving purchase of additional quantum of electricity by MSEDCL from IRL on a long term
basis. Pleadings are being completed in the matter.
LITIGATIONS AGAINST INDIABULLS WHOLESALE SERVICES LIMITED (“IWSL”)
Indiabulls Wholesale Services Limited (“IWSL”) is subjected to various legal proceedings from time to
time, mostly arising in the ordinary course of their business, which are primarily in the nature of
consumer complaints and other miscellaneous cases.
Except as described above, IWSL is not involved in any legal proceedings and in its opinion no
proceedings are threatened which may have a material adverse effect on the business, financial
position, profitability or result of operation of IWSL.
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GOVERNMENT APPROVALS OR LICENSING ARRANGEMENTS
The Company has all the necessary licenses, permissions and approvals, as may be applicable, from
the Central and State Governments and other government agencies/certification bodies required for
the business and no further approvals are required by the company, except those mentioned
separately hereunder, and those approvals that may be required to be taken from any government or
any other authority in the normal course of business from time to time to continue the activities, and
those mentioned under the heading Risks Envisaged.
The Company does not require any other approvals or renewals, except as mentioned specifically
hereunder.
In view of the approvals listed below, the Company can undertake its current and proposed business
activities and no further material approvals are required from any Government authority to continue
such activities.
INVESTMENT APPROVALS
As per Notification No. FEMA 20 / 2000 - RB dated 3rd May 2000, as amended from time to time,
under automatic route of Reserve Bank, the Company is not required to make an application for Issue
of Equity Shares to NRIs/FIIs with repatriation benefits. However, the allotment / transfer of the
Equity Shares to NRIs/FIIs shall be subject to prevailing RBI Guidelines. Sale proceeds of such
investments in Equity Shares will be allowed to be repatriated along with the income thereon subject
to the permission of the RBI and subject to the Indian tax laws and regulations and any other
applicable laws.
GOVERNMENT AND OTHER APPROVALS:
S.
No.
Name of Registration Name of Issuing
Authority/Department
Licence/
Registration No.
1. Certificate of Incorporation for
incorporation of the Company as
Indiabulls Housing Finance
Limited
Registrar of Companies, NCT
of Delhi and Haryana
U65922DL2005PLC136029
2. Registration with National
Housing Bank under section 29A
of the National Housing Bank
Act, 1987
National Housing Bank 02.0063.05
3. Permanent Account Number Income Tax Department,
Government of India
AABCI3612A
4. TDS Account Number National Securities Depository
Limited, Mumbai.
DELI05455C
5. Service Tax Code Assistant Commissioner,
Central Excise
AABCI3612AST002
IT MUST, HOWEVER BE, DISTINCTLY UNDERSTOOD THAT IN GRANTING THE ABOVE-
MENTIONED APPROVALS, THE CENTRAL GOVERNMENT, STATE GOVERNMENT, RBI AND
OTHER AUTHORITIES DO NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL
SOUNDNESS OF THE COMPANY OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS.
273
SECTION VII - OTHER REGULATORY AND STATUTORY
DISCLOSURES
Authority for listing:
The Hon?ble High Court of Delhi at New Delhi, vide its Order dated December 12, 2012, has approved
the Scheme of Arrangement among Indiabulls Financial Services Limited, Indiabulls Housing Finance
Limited and their respective Shareholders and Creditors, whereby the Amalgamating Company has
been amalgamated with the Amalgamated Company with effect from April 01, 2012 (i.e. the
Appointed Date under the Scheme) pursuant to Sections 391 to 394 and other relevant provisions of
the Companies Act, 1956, as contemplated under the Scheme.
The Scheme is operative from the Appointed Date i.e., April 01, 2012. However it came into effect
from the date of filing of Form 21 with the Registrar of Companies, NCT of Delhi and Haryana, which
was March 8, 2013.
Prohibition by the SEBI / RBI
There is no prohibition on the Indiabulls Housing Finance Limited, Promoters, Promoter Group,
Directors, Group Companies, from accessing the capital market for any reasons by the SEBI or any
other authorities.
There is no action pending with SEBI / RBI against the Directors of Indiabulls Housing Finance
Limited.
Indiabulls Housing Finance Limited, its Promoters, Group Companies, The Relatives (as per Companies
Act, 1956) of Promoters, Group Companies are not identified as willful defaulters by Reserve Bank of
India or other authorities.
Eligibility Criterion
There being no initial public offering or rights issue, the eligibility criteria in terms of Chapters III and
IV of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 are not applicable.
However, SEBI has vide its letter no. CFD/DIL/HB/MT/15061/2013 dated June 21, 2013, relaxed the
applicability of provisions of Regulation 19(2)(b) of the Securities Contract (Regulations) Rules, 1957.
The Company has submitted this Information Memorandum to BSE and NSE. The Information
Memorandum would also be made available on the website of BSE, www.bseindia.com and NSE,
www.nseindia.com and the Company?s website http://www.indiabulls.com.
Any other information as may be prescribed by SEBI from time to time
None
General Disclaimer from the Company
The Company accepts no responsibility for statement made otherwise than in the Information
Memorandum or in the advertisements to be published in relation to this Scheme or any other
material issued by or at the instance of the Company and anyone placing reliance on any other source
of information would be doing so at his or her own risk. All information shall be made available by the
Company to the public and investors at large and no selective or additional information would be
available for a section of the investors in any manner.
Caution
Indiabulls Housing Finance Limited accepts no responsibility for statements made
otherwise than in this Information Memorandum or in the advertisement or any other
material issued by or at the instance of our Company and that anyone placing reliance on
any other source of information would be doing so at his own risk. Our Company shall make
all information available to the equity shareholders and no selective or additional
information would be available for a section of the equity shareholders in any manner
whatsoever including at presentations, in research or sales reports etc. after filing of this
Information Memorandum.
274
Disclaimer with respect to jurisdiction
This Information Memorandum has been prepared under the provisions of Indian laws and the
applicable rules and regulations there under. Any disputes arising out of this Issue will be subject to
the jurisdiction of the appropriate court(s) in New Delhi, India only.
Disclaimer Clause of BSE
As required, a copy of this Information Memorandum has been submitted to BSE.
The BSE had vide its letter dated June 28, 2012, given its „No-Objection? to the Scheme of
Arrangement under clause 24(f) of the Listing Agreement and by virtue of that No-Objection, BSE?s
name in this Information Memorandum can be used as one of the Stock Exchanges on which the
Company?s securities are proposed to be listed.
The BSE does not in any manner:
? Warrant, certify or endorse the correctness or completeness of any of the contents of this
Information Memorandum; or
? Warrant that this Company?s securities will be listed or will continue to be listed on the BSE;
or
? Take any responsibility for the financial or other soundness of this Company; and
? It should not for any reason be deemed or construed to mean that this Information
Memorandum has been cleared or approved by the BSE.
Every person who acquires any securities of this Company may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason
of any loss which may be suffered by such person consequent to or in connection with such
subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for
any other reason whatsoever.
Disclaimer Clause of NSE
As required, a copy of this Information Memorandum has been submitted to NSE.
The NSE had vide its letter dated June 07, 2012, given its „No-Objection? to the Scheme of
Arrangement under clause 24(f) of the Listing Agreement and by virtue of that No-objection, NSE?s
name in this Information Memorandum can be used as one of the Stock Exchanges on which the
Company?s securities are proposed to be listed.
The NSE has scrutinized this Information Memorandum for its limited internal purpose of deciding on
the matter of granting the aforesaid permission to this Company. It is to be distinctly understood that
the aforesaid permission given by the NSE should not in any way be deemed or construed that the
Information Memorandum has been cleared or approved by the NSE nor does it in any manner
warrant, certify or endorse the correctness or completeness of any of the contents of this Information
Memorandum; nor does it warrant that this Company?s securities will be listed or will continue to be
listed on the NSE; nor does it take any responsibility for the financial or other soundness of this
Company, its promoters, its management or any scheme or project of this Company.
Every person who acquires any securities of the Company may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against the NSE whatsoever by reason of any
loss which may be suffered by such person consequent to or in connection with such subscription
/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason
whatsoever.
Filing
This Information Memorandum has been filed with BSE, Listing Department, at Phiroze Jeejeebhoy
Towers, Dalal Street, Mumbai, 400001 and with NSE, Listing Department, at Exchange Plaza, Bandra
Kurla Complex, Bandra (E), Mumbai 400051. All the legal requirements applicable till the date of filing
the Information Memorandum with the Stock Exchanges have been complied with.
275
Listing
Application will be made to BSE and NSE for permission to deal in and for an official quotation of the
Equity Shares and Warrants of the Company. The Company has nominated BSE as the designated
Stock Exchange for the aforesaid listing of the Equity Shares and Warrants. The Company has taken
steps for completion of necessary formalities for listing and commencement of trading at BSE and
NSE.
Designated Stock Exchange
The designated stock exchange is BSE.
Expert Opinion, if any
Save and except as indicated elsewhere in this Information Memorandum, no other expert opinion has
been obtained by the Company.
Previous Public or Rights issues, if any during the last five years:
The Company has not made any previous public or rights issue since incorporation.
Previous issues of securities otherwise than for cash.
The Company has not issued any security, previously, otherwise than for cash.
Commission or brokerage on previous issues
Nil
Indiabulls Housing Finance Limited did not make any capital issue during the last three
years.
Indiabulls Power Limited., a group company, came with Initial Public Offering (IPO) of its Equity
shares in the month of October 2009, whereby 33,98,00,000 Equity shares of face value Rs. 10 each
were offered to the Public together with a Green Shoe Option of 5,09,00,000 Equity shares, at an
issue price of Rs. 45 per share (including premium of Rs.35/- per share). The shares of the Company
were listed on BSE and NSE w.e.f. 30th October, 2009. The paid-up capital of the Company after the
IPO and GSO to the IPO was Rs. 2019,85,23,460 divided into 201,98,52,346 fully paid equity shares
of Rs.10/- each.
Details of all Outstanding debentures or bonds and redeemable preference shares and
other instruments issued by Indiabulls Housing Finance Limited outstanding as on the date
of offer document.
Nil
Stock market data for Equity Shares and Warrants of Indiabulls Housing Finance Limited
Equity Shares and Warrants of the Company are not listed on any stock exchange. The Company is
seeking approval for listing of its Equity Shares and Warrants through this Information Memorandum.
Mechanism evolved for redressal of investor grievances in Indiabulls Housing Finance
Limited
The Company has appointed M/s Karvy Computershare Private Limited as its Registrar and Transfer
agent for handling the share registry work relating to shares held both in physical and electronic form
at a single point. As per the Memorandum of Understanding with the Registrar, it shall strive to
redress the investor complaints within one month of its receipt. The Company has also constituted an
Investors? Grievance Committee to deal with the grievances of investors related to transfer of shares,
non-receipt of balance sheet, non-receipt of declared dividend, transfer, transmission, transposition,
nomination, dividend, change of name/address/signature, registration of mandate / Power of
Attorney, replacement/split /consolidation of share certificate/demat/remat of shares, issue of
duplicate certificates etc.
Details of the number of investor complaints received during the three years preceding the
filing Information Memorandum with the Designated Stock Exchange and the number of
complaints disposed off during that period.
Nil
Details of the number of investor complaints pending on the date of filing Information
Memorandum with the Board.
Nil
276
Details of the number of investor complaints pending as on March 31, 2013 in respect of
the listed group companies.
S.NO. Name of the Company Number of pending
Investor complaints
1) Store One Retail India Limited Nil
2) Indiabulls Securities Limited 3
3) Indiabulls Real Estate Limited Nil
4) Indiabulls Infrastructure and Power Limited Nil
5) Indiabulls Power Limited. Nil
Details of the time normally taken for disposal of various types of investor grievances.
Details of Change, if any, in the auditors of Indiabulls Housing Finance Limited during the
last three years, and reasons, thereof.
Nil
Details of Capitalization of reserves or profits (during last five years) by Indiabulls Housing
Finance Limited.
Nil
Details of Revaluation of assets, if any (during the last five years) by Indiabulls Housing
Finance Limited.
Nil
Demat Credit
The Company has executed Agreements with NSDL & CDSL for admitting its securities in demat form.
The Company?s Equity Shares and Warrants (issued in lieu of listed warrants of IBFSL) were allotted
on March 25, 2013 in physical/ dematerialized form to those shareholders and warrantholders,
respectively who have provided necessary details to the Company and/ or who were holding their
Equity Shares and Warrants in Indiabulls Financial Services Limited in demat form as well as physical
shares as on the Record date. The Company?s ISIN for Equity Shares is INE148I01020 and for
Warrants is INE148I13017.
S. No Nature of the Complaint/Grievance Standard Redressal Time
1. Non-receipt of S/C after rejecting DRN 10-15 days
2. Non-receipt of Dividend 10-15 days
3. Non- receipt of S/C 10-15 days
4. Non receipt of Annual Report 02 days
5. Change of Address 7-10 days
6. Bank Mandate 7-10 days
7. Transmission 30 days
8. Demat of Shares 15 days
9. Nomination of Shares 10 days
10. Registration of Power 7-10 days
11. Name Correction 10-15 days
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RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of GoI and
FEMA.
While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise
manner in which such investment may be made. Under the Industrial Policy, unless specifically
restricted, foreign investment is freely permitted in all sectors of Indian economy up to any extent
and without any prior approvals, but the foreign investor is required to follow certain prescribed
procedures for making such investment.
By way of Circular No. 53 dated December 17, 2003, the RBI has permitted FIIs to subscribe to
shares of an Indian company in a public offer without the prior approval of the RBI, so long as the
price of the equity shares to be issued is not less than the price at which the equity shares are issued
to residents.
Transfers of equity shares previously required the prior approval of the FIPB. However, vide a RBI
circular dated October 4, 2004 issued by the RBI, the transfer of shares between an Indian resident
and a nonresident does not require the prior approval of the FIPB or the RBI, provided that (i) the
activities of the investee company are under the automatic route under the foreign direct investment
(FDI) Policy and transfer does not attract the provisions of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (ii) the non-resident
shareholding is within the sectoral limits under the FDI policy, and (iii) the pricing is in accordance
with the guidelines/regulations prescribed by the SEBI/RBI.
278
SECTION VIII- MAIN PROVISIONS OF ARTICLES OF
ASSOCIATION
ARTICLES OF ASSOCIATION OF INDIABULLS HOUSING FINANCE LIMITED
PRELIMINARY
1. Subject to the provisions contained in these Articles, the regulations contained in
Table A shall apply to the Company, except insofar as they are embodied in the following Articles,
which shall be the regulations for the management of the Company.
DEFINITIONS AND INTERPRETATIONS
2. (i) In these Regulations :-
(a) „Auditor? means the statutory auditors of the Company appointed by the Company in
accordance with the provisions of the Act.
(b) 'Board' means the Board of Directors for the time being of the Company.
(c) "Beneficial Owner" means a person whose name is recorded as such with a Depository;
(d) „Chairman? means the Chairman of the Board for the time being of the Company
(e) 'Director' means a member of the Board for the time being of the Company and includes an
alternate director.
(f) 'Debenture' includes debenture stocks.
(g) "Depository" means a company formed and registered under the Companies Act, 1956 (1 of
1956), and which has been granted a certificate of registration under sub-section (1A) of section
12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992);
(h) 'Dividend' includes interim dividend.
(i) „General Meeting? or „Meeting? means a general meeting of the members.
(j) 'Managing Director' means the Managing Director(s) for the time being of the Company so
appointed.
(k) „Member? or „Shareholder? means duly registered holder of the shares of the Company and
whose name is entered in the Register and any other person whose name is entered as Beneficial
Owner in the records of the Depository.
(l) 'Month' means calendar month.
(m) 'Office' means the Registered Office for the time being of the Company.
279
'Person' includes body corporate, firm, association of firms and society registered under the
Societies Registration Act.
(o) 'Proxy' includes an Attorney duly constituted under a Power of attorney.
(p) 'Register' means the Register of members kept pursuant to Section 150 of the Act.
(q) „Shares? mean voting shares in the capital of the Company and includes all rights and interests
therein, bonus shares and any shares issued in exchange thereof by way of conversion or
reclassification and any shares representing or deriving from such shares as a result of any
increase in or reorganisation or variation of the capital of the Company.
(r) 'Seal' means the Common Seal for the time being of the Company.
(s) „Table A? means the Table A of the First Schedule to the Act.
(t) 'The Company' means INDIABULLS HOSING FINANCE LIMITED
(u) 'The Act' means the Companies Act, 1956 and includes any re-enactment or statutory
modification thereof for the time being in force.
(v) „These presents' means the Memorandum of Association and these Articles of Association of
the Company for the time being in force.
(w) „Whole time Director? means the Whole time Director for the time being of the Company.
(ii) (a) Unless the context otherwise requires, words or expression contained in these
Regulations shall bear the same meaning as in the Act or any statutory modification
thereof.
(b) 'In writing' and 'written' includes printing, lithography and any other modes of
representing or reproducing words in a visible form.
(c) Words importing the singular number shall include the plural number and vice versa.
SHARES
3. Copies of Memorandum and Articles of Association of the Company shall be furnished to every
member of the Company at his request on payment of Rs. 1 (One) each.
4. The authorised Share Capital of the Company is as mentioned in Clause V of the Memorandum of
Association of the Company. The paid up capital of the company shall not be less than Rs.
5,00,000/- (Rupees Five Lac) or such higher sum as may be prescribed by the Act.
280
5. Subject to the provisions of Section 80 of the Companies Act, 1956, the Company may issue
preference shares, which are or at the option of the Company are liable to be redeemed and/or
converted into equity share capital, on such terms and in such manner and time, as the resolution
authorising such issue shall prescribe.
6. Subject to the provisions of these Articles, the shares shall be under the control of the Board who
may allot or otherwise dispose of the same to such person, on such terms and conditions, at such
times, either at par or at a premium and for such consideration as the Board thinks fit.
7. The Directors may allot and issue shares in the Capital of the Company as partly or fully paid up
in consideration of any property sold or goods transferred or machinery supplied or for services
rendered to the Company in the conduct of its business.
8. Unless the shares of the Company are held with a Depository, the shares in the Capital shall be
numbered progressively according to their several denominations.
9. Except as required by law, no person shall be recognised by the Company as holding any shares
upon any trust, and the Company shall not be bound by, or be compelled in any way to recognise
(even when having notice thereof), any equitable, contingent, future or partial interest in any
share, or any interest in any fractional part of a share or (except only as by these regulations or
by law otherwise provided) any other rights in respect of any share except an absolute right to the
entirety thereof in the registered holder.
10. The Company may pay commission to any person prescribed under Section 76 of Act and that
such commission may be paid in cash or by the allotment of fully or partly paid shares or partly in
one way and partly in the other. The Company may also on any issue of shares or debenture pay
such brokerage as may be lawful.
11. Save as permitted by Section 77 of the Act, the funds of the Company shall not be employed in
the purchase of or lent on the security of, shares of the Company. The Company shall not give,
directly or indirectly, any financial assistance whether by way of loan, guarantee, security or
otherwise any financial assistance for the purpose of or in connection with any purchase of or
subscription for any shares in the Company.
12. Subject to the provisions of section 77A, 77AA and 77B and any statutory amendments or
reenactments thereof and compliance of the provisions thereof by the Company, the Company is
authorised to purchase its own shares or other specified securities.
13. Subject to the provisions of section 78 and section 79 of the Act, the Company may issue shares
at a premium or at a discount.
14. The Company, subject to the provisions of section 79A of the Act, may issue sweat equity shares
of a class of shares already issued. All the limitations, restrictions and provisions relating to equity
shares shall apply to such sweat equity shares.
15. If, by the conditions of issue of any shares, the whole or part of amount of issue price thereof
shall be payable in installments, every such installment shall, when due, be paid to the Company,
by the person who, for the time being, shall be the registered holder of the share or by his
executor or administrator as the case may be.
281
16. The Joint holders of a share shall be severally as well as jointly liable for the payment of all
installments and calls due in respect of such share.
17. Share(s) may be registered in the name of any person, company or other body corporate. Not
more than three persons shall be registered as joint holders of any shares. Shares may be
registered in the name of any minor through a guardian only as fully paid shares.
FURTHER ISSUE OF SHARES
18 Where at the time after the expiry of two years from the formation of the company or at any time
after the expiry of one year from the allotment of shares in the company made for the first time
after its formation, which ever is earlier, it is proposed to increase the subscribed capital of the
company by allotment of further shares either out of the un-issued capital or out of the increased
share capital then:
(a) such further shares shall be offered to the persons who at the date of the offer, are holders
of the equity shares of the company, in proportion, as near as circumstances admit, to the
capital paid up on those shares at the date.
(b) such offer shall be made by a notice specifying the number of shares offered and limiting a
time not less than thirty days from the date of the offer and the offer if not accepted will be
deemed to have been declined.
(c) the offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the shares offered to them in favor of any other person and the notice referred to in
sub clause (b) hereof shall contain a statement of this right. PROVIDED THAT the Directors
may decline, without assigning any reason to allot any shares to any person in whose favour
any member may renounce the shares offered to him.
(d) After expiry of the time specified in the aforesaid notice or on receipt of earlier intimation
from the person to whom such notice is given that he declines to accept the shares offered,
the Board may dispose off them in such manner and to such person(s) as they may think, in
their sole discretion, fit.
19. Notwithstanding anything contained in clause 18 thereof, the further shares aforesaid may be
offered to any persons (whether or not those persons include the persons referred to in clause
(a) of sub-clause (18) hereof) in any manner whatsoever.
(a) If a special resolution to that effect is passed by the Company in General Meeting, or
(b) Where no such special resolution is passed, if the votes cast (whether on a show of hands or
on a poll as the case may be) in favour of the proposal contained in the resolution moved in
the general meeting (including the casting vote, if any, of the Chairman) by the members
who, being entitled to do so, vote in person, or where proxies are allowed, by proxy, exceed
the votes, if any, cast against the proposal by members, so entitled and voting and the
Central Government is satisfied, on an application made by the Board in this behalf that the
proposal is most beneficial to the Company.
20. Nothing in sub-clause (c) of clause 18 hereof shall be deemed:
(a) to extend the time within which the offer should be accepted; or
(b) to authorize any person to exercise the right of renunciation for a second time on the ground
that the person in whose favour the renunciation was first made has declined to take the
shares comprised in the renunciation.
21. Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused
by the exercise of an option attached to the debenture issued or loans raised by the Company:
(i) to convert such debentures or loans into shares in the Company: or
282
(ii) to subscribe for shares in the Company (whether such option is conferred in these Articles
or otherwise).
PROVIDED THAT the terms of issue of such debentures or the terms of such loans include a term
providing for such option and such term:
(a) either has been approved by the Central Government before the issue of the debentures or
the raising of the loans or is in conformity with the rules, if any, made by that Government in
this behalf: and
(b) In the case of debentures or loans or other than debentures issued to or loans obtained from
Government or any Institution specified by the Central Government in this behalf, has also
been approved by a special resolution passed by the Company in General Meeting before the
issue of the debentures or raising of the loans.
EMPLOYEE STOCK OPTIONS/STOCK PURCHASE
22. Subject to the provisions of Section 81 of the Act and other applicable law, the Company
may issue options to the whole-time directors, officers or employees of the Company, its
subsidiaries or its parent, which would give such directors, officers or employees, the
benefit or right to purchase or subscribe at a future date, the securities offered by the
Company at a pre-determined price, in term of schemes of employee stock options or
employees share purchase or both.
INCREASE AND REDUCTION OF CAPITAL
23. The Company in General Meeting may, from time to time, by ordinary resolution increase the
share capital of the Company by the creation of new shares by such sum, to be divided into
shares of such amount as may be deemed expedient.
24. Subject to any special rights or privileges for the time being attached to any shares in the capital
of the Company when issued, the new shares may be issued upon such terms and conditions and
with such preferential, qualified or such rights and privileges or conditions there to as general
meeting resolving upon the creation thereof shall direct. If no direction be given, the Board shall
determine in particular the manner in which such shares may be issued with a preferential or
qualified right to dividends and in the distribution of assets of the Company.
25. Before the issue of any new shares, the Company in General Meeting may make provisions as to
the allotment and issue of the new shares and in particular may determine to whom the shares be
offered in the first instance and whether at par or premium or at a discount. In case no such
provision is made by the Company in General Meeting, the new shares may be dealt with
according to the provisions of these Articles.
26. Except so far as otherwise provided by the conditions of issue or by these presents any capital
raised by the creation of new shares shall be considered part of the then existing capital of
Company and shall be subject to the provisions herein contained with reference to the payment of
dividends, calls and installments, transfer and transmission, forfeiture, lien, voting, surrender and
otherwise.
27. If, owing to any inequality in the number of new shares to be issued and the number of shares
held by members entitled to have the offer of such new shares, any difficulty arising in the
allotment of such new shares or any of them amongst the members shall, in the absence of any
direction in the resolution creating the shares or by the Company in general meeting, be
determined by the Board.
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28. Subject to the provisions of sections 100 to 103 of the Act, the Company may, from time to time
in any manner, by special resolution and subject to any consent required under sections 100 to
103 of the Act, reduce:
a. its share capital
b. any capital redemption reserve
c. any share premium account.
29. Subject to provisions of sections 100 to 105 of the Act, the Board may accept from any member
the surrender, on such terms and conditions as shall be agreed, of all or any of his shares.
ALTERATION OF SHARE CAPITAL
30. The Company, by ordinary resolution may, from time to time:
a) consolidate and divide all or any of its share capital into shares of larger amount than its
existing shares.
b) sub-divide its share or any of them into shares of smaller amount than is fixed by the
Memorandum of Association so, however, that in the subdivision the proportion between the
amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in
the case of the share from which the reduced share is derived.
c) cancel any shares which, at the date of the passing of the resolution, have not been taken or
agreed to be taken by any person and diminish the amount of its share capital by the amount of
share so cancelled.
31. Where any share capital is sub-divided, the Company in General Meeting, subject to the provisions
of Section 85, 87 and 106 of the Act, may determine that as between the holders of the shares
resulting from sub-division, one or more of such shares shall have same preferential or special
rights as regards dividend, payment of capital, voting or otherwise.
VARIATION OF SHARE HOLDER'S RIGHTS
32. If at any time the share capital is divided into different classes of shares, all or any of the rights
and privileges attached to any class (unless otherwise prohibited by the terms of issue of the
shares of that class) may, subject to the provisions of sections 106 and 107 of the Act, whether or
not the Company is being wound up, be modified, commuted, affected, abrogated, varied or dealt
with by the consent in writing of the holders of not less than three fourths of the issued shares of
that class or with the sanction of a special resolution passed at a separate meeting of the holders
of three fourths of the issued shares of that class. To every such separate meeting the provisions
of these regulations relating to general meeting shall mutatis mutandis apply but so that
necessary quorum shall be five members or all the members holding or represented by proxy of
the entire issued share of the class in the question.
284
SHARE CERTIFICATES
33. Every member shall be entitled, without payment, to one or more certificates in marketable lots,
for all the shares of each class or denomination registered in his name, or if the Directors so
approve (upon paying such fee as the Directors may from time to time determine) to several
certificates, each for one or more of such shares and the Company shall complete and have ready
for delivery such certificates within three months from the date of allotment, unless the conditions
of issue thereof otherwise provide, or within one month of the receipt of application of registration
of transfer, transmission, sub-division, consolidation or renewal of any of its shares as the case
may be. Every certificate of shares shall be under the seal of the Company and shall specify the
number and distinctive numbers of shares in respect of which it is issued and amount paid-up
there on and shall be in such form as the Directors may prescribe or approve, provided that in
respect of a share or shares held jointly by several persons, the Company shall not be bound to
issue more than one certificate and delivery of a certificate of shares to one of several joint
holders shall be sufficient delivery to all such holder..
The provisions of this Article shall mutatis mutandis apply to debentures of the Company.
Nothing contained herein shall apply to transfer of a security effected by the transferor and the
transferee both of whom are entered as Beneficial Owners in the records of a Depository
34. The certificate of shares registered in the name of two or more persons shall be delivered to the
person first named in the Register.
35. If any certificate be worn out, defaced, mutilated or if there be no further space on the back
thereof for endorsement of transfer, then upon production and surrender thereof to the Company,
a new certificate may be issued in lieu thereof, and if any certificate lost or destroyed then upon
proof thereof to the satisfaction of the Company and on execution of such indemnity as the
Company deem adequate, being given, an & new certificate in lieu thereof shall be given to the
party entitled to such lost or destroyed certificate. Every Certificate under the Article shall be
issued without payment of such fees (not exceeding Rs. 2/- for each certificate) as the Directors
shall prescribe. Provided that no fee shall be charged for issue of new certificates in replacement
of those which are old, defaced or worn out or where there is no further space on the each thereof
for endorsement of transfer.
Provided that notwithstanding what is slated above the Board shall comply with such Rules or
Regulation or requirement of any stock exchange or the Rules made under the Securities Contract
Regulations Act, 1956 or the Act, or rules applicable in this behalf.
The provisions of this Article shall mutatis mutandis apply to debentures of the Company.
36. If the securities of the Company are dealt with in a Depository, the Company shall intimate the
details of allotment of securities to Depository immediately on allotment of such securities.
285
CALLS
37. The Board may, from time to time, subject to terms on which any shares may have been issued
and subject to the provisions of Section 91 of the Act, make such calls as the Board thinks fit
upon the members in respect of all moneys unpaid on shares held by them respectively and not
by the conditions of allotment thereof made payable at fixed times. Each member shall pay the
amount of every call so made on him to the persons and the times and places appointed by the
Board, provided that option or right to make call on shares shall not be given to any person
except with the sanction of the Company in a General Meeting. A call may be made payable by
installment and be deemed to have been made at the time when the resolution of the Board
authorising such call was passed at a meeting of Board.
38. No call shall exceed one fourth of the nominal amount of a share or be made payable at less than
one month from date fixed for the payment of the last preceding call. Not less than fourteen days'
notice of any call shall be given specifying the time and place of payment and the person or
persons to whom such call, shall be paid. Provided that, before the time for payment of such call
the Board, may, by notice in writing to the members, revoke the same or extend the time for
payment thereof.
39. If by the terms of issue of any share or otherwise any amount is made payable at any fixed time
or by installments at fixed times, whether on account of the nominal amount of the share or by
way of premium, every such amount or installment shall be payable as if it were call duly made by
the Board and of which due notice has been given and all the provisions herein contained in
respect of calls or otherwise shall relate to such amount or installment accordingly.
40. If the sum payable of any call or installment be not paid on or before the day appointed for
payment, the holder for the time being of the shares in respect of which the call shall have been
made or the installment shall be due, shall pay interest for the same at such rate not exceeding
18 % (Eighteen percent) per annum from the day appointed for the payment thereof to the time
of the actual payment or at such other rate as the Directors may determine from time to time.
The Directors may in their absolute discretion waive the payment of interest, wholly or in part in
the case of any person liable to pay such call or installment.
PAYMENT IN ANTICIPATION OF CALL MAY CARRY INTEREST
41. The Board may, if they think fit, subject to the provisions of Section 92 of the Act, agree to and
receive from any member willing to advance the same whole or any part of the moneys due upon
the shares hold by him beyond the sums actually called for and upon the amount so paid or
satisfied in advances, or so much thereof as from time to time exceeds the amount of the calls
than made upon the shares in respect of which such advance has been made, the Company may
pay interest provided that money paid in advance of calls shall not confer a right to participate in
profits or dividend. The Board may at any time repay the amount so advanced. The Company
may pay interest at such rate not exceeding 18 % (Eighteen) or as determined by the Board from
time to time unless the Company in General Meeting shall otherwise direct.
42. The members shall not be entitled to any voting rights in respect of the moneys so paid by them
the same would but for such payment, become presently payable.
43. The provisions of these Articles shall mutatis mutandis apply to the calls on debentures of the
Company.
286
44. Subject to the provisions of the law of Evidence and Procedure, on the trial or hearing or any
action or suit brought by the Company against any share holder or his representative to recover
any debt or money claimed to be due to the Company in respect of his shares, it shall be sufficient
to prove that the name of the defendant is or was, when the claim arose on the Register of the
Company as a holder or one of the holders, of the number of shares in respect of which such
claim is made and that the amount claimed is not entered as paid in the books of the Company
and it shall not be necessary to prove the appointment of the Directors who made any call nor
that a quorum of Directors was present at the Board at which any call was made nor that the
meeting at which any call was made was duly convened or constituted, nor any other matter by
the proof of the matters aforesaid shall be conclusive evidence of the debt.
45. No member shall be entitled to exercise any voting rights either personally or by proxy at any
meeting of the Company in respect of any shares registered in his name on which any calls or
other sums presently payable by him have not been paid or in regard to which the Company has
exercised any right of lien.
46. A call may be revoked or postponed at the discretion of the Board.
47. The Directors may from time to time, at their discretion extend the time fixed for the payment of
any call and may extend such time as to all or any of the members who on account of residence
at a distance or some other cause, may be deemed fairly entitled to such extension, but no
member shall, as a matter of right, be entitled to such extension (save as a matter of grace and
favour).
48. Every member, his executors or administrators shall pay to the Company the proportion of the
Capital represented by his share or shares which may for the time being, remain unpaid thereon
in such amount at such time or times and in such manner as the Directors shall, from time to
time, in accordance with the Company's regulations, require or fix for the payment thereto.
SHARES AT THE DISPOSAL OF THE DIRECTORS
49. Subject to the provisions of Section 81 of the Act and these Articles, the shares in the capital of
the Company for the time being shall be under the control of the Directors who may issue, allot
or otherwise dispose of the same or any of them to such persons, in such proportion and on such
terms and conditions and either at a premium or at par or (subject to the compliance with the
provision of Section 79 of the Act) at a discount and at such time as they may from time to time
think fit and with the sanction of the Company in the General Meeting to give to any person or
persons the option or right to call for any shares either at par or premium during such time and
for such consideration as the Directors think fit, and may issue and allot shares in the capital of
the Company on payment in full or part of any property sold and transferred or for any services
rendered to the Company in the conduct of its business and any shares which may so be allotted
may be issued as fully paid up shares. Provided that option or right to call on shares shall not be
given to any person or persons without the sanction of the Company in a General Meeting.
FORFEITURE OF SHARES
50. If a member fails to pay any sum payable in respect of any call or any installment of a call, on or
before the day appointed for payment thereof, the Board may at any time there after during such
time as any part of the said call or installment remains unpaid, serve a notice on such member
requiring payment of so much of the call or installment as is unpaid together with any interest
which may have accrued and all expenses that they may have been incurred by the Company by
reason of such non-payment.
287
51. The notice aforesaid shall name a further day not being earlier than the expiry of thirty days from
the date of service of notice, on or before which such call or payment required by notice, is to be
made and a place at which such call or installment and such interest and expenses as aforesaid
are to be paid. The notice shall state that in the event of non-payment, on or before the date so
named the shares in respect of which such call or installment was payable shall be liable to be
forfeited.
52. If the requirements of any such notice as aforesaid are not complied with, any shares in respect of
which such notice has been given may at any time thereafter, before the payment of calls or
installment, interest and expenses due in respect thereof has been made, be forfeited by a
resolution of the Board to that effect. Such Forfeiture shall include all dividends declared in
respect of the forfeited shares and not actually paid before the forfeiture, subject to section 205 A
of the Act.
53. When any share shall have been so forfeited, notice of the forfeiture shall be given to the member
in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture with the
date thereof shall forthwith be made in the Register of Members but no forfeiture shall in any
manner be invalidated by any omission or failure to give such notice or to make such entry as
aforesaid.
54. Any share so forfeited shall be deemed to be property of the Company, and may be sold or
otherwise disposed off on such terms and in such manner as the Board thinks fit.
55. The Board may at any time before any share so forfeited shall have been sold or otherwise
disposed off, annul the forfeiture upon such terms and conditions, as it thinks fit.
56. i). A person whose shares have been forfeited shall cease to be member in respect of forfeited
shares, but shall not withstanding the forfeiture remain liable to the Company for all moneys
which at the date of forfeiture were presently payable by him to the Company in respect of the
shares.
ii). The liability of such person shall cease if and when the Company shall have received payment
in full of all such moneys in respect of the shares.
iii). The forfeiture of a share shall involve the extinction of all interest in and also for all claims and
demands against the Company in respect of the shares and all other rights, incidental to the share
except any such of those rights as by these Articles are expressly saved.
57. A duly verified declaration in writing that the declarant is a Director of the Company and that
certain shares in the Company have been duly forfeited on a date stated in the declaration shall
be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to
the share. The Company may receive the consideration, if any, given for the shares on any sale or
disposal thereof and may execute a transfer of share in favour of the person to whom the share is
sold or disposed of. On receipt by the Company of the consideration, if any given for the shares
on the sale or disposition thereof, the transferee shall be registered as the holder of such shares
and the purchaser shall not be bound to see to the application of purchase money, nor shall his
title to such shares be affected by any irregularity or invalidity in the proceedings in reference to
such forfeiture, sale or disposition.
58. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any
sum which, by the terms of issue of a share becomes payable at a fixed time whether on account
of the nominal value of the share or by way of premium as if the same has been payable by virtue
of a call duly made and notified.
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59. When any shares under the powers in that behalf herein contained are sold by the Directors and
the certificate has not been delivered to the Company by the former holder of the said shares, the
Directors may issue a new certificate for such shares distinguishing it in such manner as they may
think fit from the certificate not so delivered.
60. Neither the receipt by the Company of a portion of any money which shall from time to time, be
due from any member to the Company in respect of his shares, either by way of principal or
interest, nor any indulgence granted by the Company in respect of the payment of any such
money shall preclude the Board from thereafter proceeding to enforce a forfeiture of such shares
as provided in these regulations for non-payment of the whole or any balance due in respect of
the shares.
CONVERSION OF SHARES INTO STOCK
61. The Company may, by ordinary resolution:
i) convert any paid-up shares into stock; and
ii) reconvert any stock into paid-up shares of any denomination.
62. The holders of stock may transfer the same or any part thereof in the same manner as, and
subject to the same regulations under which, the shares from which the stock arose might before
the conversion have been transferred, or as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock transferable,
so, however, that such minimum shall not exceed the nominal amount of the shares from which
the stock arose.
COMPANY'S LIEN ON SHARES
63. The Company shall have a first and paramount lien upon all the shares (other than fully paid up
shares) registered in the name of each member (whether solely or jointly with others) and upon
the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at
a fixed time in respect of such shares and no equitable interest in any shares shall be created
except upon the footing and condition that this Article will have full effect. And such lien shall
extend to all dividends and bonus from time to time declared in respect of such shares subject to
section 205A of the Act. Unless otherwise agreed the registration of a transfer of shares shall
operate as a waiver of the Company's lien if any on such shares. The Directors may, at any time
declare any share wholly or in part to be exempt from the provisions of this clause.
64. For the purpose of enforcing such lien the Board may sell the shares in such manner as it thinks
fit, but no sale shall be made unless a sum in respect of which the lien exists is presently payable
and until notice in writing of the intention to sell shall have been served on such member, his
executor or administrator or other legal representative as the case may be and default shall have
been made by him or them in payment of the sum payable as aforesaid in respect of such share
for fourteen days after the date of such notice.
65. The net proceeds of the sale shall be received by the Company and applied in or towards payment
of such part of the amount in respect of which the lien exists as is presently payable, and the
residue, if any, shall (subject to a like lien for sums not presently payable as existed upon share
before the sale) be paid to the person entitled to the share at the date of the sale.
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66. Upon any sale after forfeiture or surrender or for enforcing a lien purported in exercise of the
powers herein conferred, the Board may appoint some person to execute the instrument of
transfer of the share sold and cause the purchaser's name to be entered in the Register in respect
of the share sold and the purchaser shall not be bound to see to the regularity of the proceedings
nor to the application of the purchase money. After his name has been entered into the Register
in respect of such share, the validity of the sale shall not be impeached by any person on any
ground whatsoever and the remedy of any person aggrieved by such sale shall be in damages
only and against the Company exclusively.
TERM OF ISSUE OF DEBENTURE
67. Any debentures, debentures stock or other securities may be issued at a discount, premium or
otherwise and may be issued on condition that they shall be convertible into shares of any
denomination and with any privileges and conditions as to redemption, surrender, drawing,
allotment of shares, attending (but not voting) at the General Meeting, appointment of Directors
and otherwise Debentures with the right to conversion into or allotment of shares shall be issued
only with the consent of the Company in the General Meeting by a Special Resolution.
TRANSFER AND TRANSMISSION
68. Save as provided in Section 108 of the Act, no transfer of share shall be registered unless a
proper instrument duly stamped and executed by or on behalf of the transferor and by or on
behalf of transferee and specifying the name, address and occupation of the transferee has been
delivered to the Company along with the certificate relating to the shares or if no such certificate
is in existence along with the letter of allotment of the shares, in accordance with the provisions of
Section 108 of the Act. The transferor shall be deemed to remain a member in respect of such
share until the name of the transferee is entered in the Register in respect thereof. The signature
of one credible witness who shall add his address shall duly attest each signature to such transfer.
Provided, that, where on application in writing made to the Company by the transferee and
bearing the stamp required for an instrument of transfer, it is proved to the satisfaction of the
Board that the instrument of transfer signed by or on behalf of the transferor and by or on behalf
of the transferee has been lost, the Company may register the transfer on such terms as the
Board may think fit so as to indemnify the Company.
69. Application for the registration of the transfer of a share may be made either by the transferor or
the transferee, provided that, where such application is made by the transferor, no registration
shall, in the case of the partly paid share, be effected unless the Company gives notice of the
application to the transferee in the manner prescribed by Section 110 of the Act, and subject to
the provisions of these Articles, the Company shall, unless objection is made by the transferee
within two weeks from the date of receipt of the notice, enter in the Register the name of the
transferee in the same manner and subject to the same conditions as if the application for
registration of the transfer was made by the transferee.
70. Every instrument of transfer of shares shall be in the form prescribed under the Act or as near
thereto as the circumstances may admit and shall be in accordance with the provisions of Section
108 of the Act, from time to time.
71. No fee shall be charged for transfer of shares/ debentures or for effecting transmission or for
registering any letters of probate, letters of administration and similar other documents.
72. Nothing contained in Article 70 and 71 shall apply to transfer of a security effected by the
transferor and the transferee both of whom are entered as Beneficial Owners in the records of a
Depository.
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73. No fee may be charged:
a). For splitting up, sub-division and consolidation of shares and debenture certificates and for
splitting up and sub-division of Letters of Allotment and splitting, consolidation, renewal into
denomination corresponding to the market Units of trading as per Rules of Stock Exchange
concerned.
b). For sub-division of right shares offered to share holders.
c). For issue of new certificates in replacement of those which are old, decrepit or worn out or
where the pages on the reverse for recording transfer have been fully utilised.
d). For registration of any power of attorney, probate or will, Letter of Administration or similar
other documents.
74. Subject to the provisions of Section 111A of the Act the Directors may, at their own absolute and
uncontrolled discretion and by giving reasons, decline to register or acknowledge any transfer of
shares whether fully paid or not and the right of refusal, shall not as affected by the
circumstances that the proposed transferee is already a member of the Company but in such
cases, the Directors shall within one month from the date on which the instrument of transfer was
lodged with the Company, send to the transferee and transferor notice of the refusal to register
such transfer provided that registration of transfer alone or jointly with any other person or
persons indebted to the Company on any account whatsoever except when the Company has a
lien on the shares, transfer of shares/debentures in whatever lot shall not be refused.
75. Every instrument of transfer shall be left at the office of the Company for registration,
accompanied by the certificate, of the shares to be transferred or if there is no certificate, the
letter of Allotment thereto and such other evidence as the Board may require to prove the title of
the transferor or his right to transfer the share. The Board may waive the production of any
certificates upon production of evidence to them of its having been lost or destroyed. The
Company shall retain every instrument of transfer, which shall be registered,, but any instrument
of transfer which the Board may refuse to register shall be returned to the person depositing the
same.
76. Subject to the provisions of Section 154 of the Act, the registration of transfer may be suspended
at such times and for such periods as the Board may from time to time determine. Provided that,
such registration shall not be suspended for more than thirty days at any one time or for more
than forty-five days in the aggregate in any year.
77. If the Board refuses to register the transfer of or the transmission by operation of law of the right
to any share, the Company shall within two months from the date on which the instrument of
transfer or the intimation of such transmission, as the case may be, give notice of such refusal.
78. The executor or administrators of a deceased member (not being one of several joint holders)
shall be the only persons recognised by the Company as having any title to the shares registered
in the name of such member. In case of the death of any one or more of the joint holders of any
registered shares, the survivors shall be the only person recognised by the Company as having
any title to or interest in such shares. But nothing herein contained shall be taken to release
Board may require him to obtain a Grant of Probate or letters of Administration or other legal
representation as the case may be from some competent court. Provided nevertheless that in any
case where the Board in its absolute discretion think fit, it shall be lawful for the Board to dispense
with the production of Probatory letters of Administration or such other legal representation upon
such terms as to indemnify or otherwise as the Board in its absolute discretion may consider
necessary.
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79. Any committee or guardian of a lunatic or infant member or any person be coming entitled to
transfer of shares in consequence of the death, bankruptcy, insolvency of any member, upon
producing such evidence that he sustains the character in respect of which he proposes to act
under the Articles or of the title as the Board thinks sufficient, may with consent of the Board
(which it shall not be under any obligation to give) be registered as a member in respect of such
shares or any subject to the regulations as to transfer herein before contained.(The Article is
hereinafter referred to as 'The transmission Article).
80. Subject to Sec.205A of the Act, the Directors may retain the dividend payable upon the share to
which any person becomes entitled to under Article 83 until such person shall become a member
in respect of the shares.
81. a) If the person becoming entitled to shares under Article 83 shall elect to be registered as
member in respect of the share himself, he shall deliver or send to the Company a notice in
writing signed by him stating that he so elects.
b) If the person aforesaid shall elect to transfer the shares, he shall testify his election by
execution of an instrument of transfer of shares.
c) All the limitations, restrictions and provisions of these Articles relating to the right to transfer
and the registration of transfer of share shall be applicable to any such notice or transfer as
aforesaid as if the death, insanity, bankruptcy or insolvency of the member had not occurred and
the notice of transfer were a transfer signed by that member.
82. A person so becoming entitled under the transmission Articles to a share by reason of death,
lunacy, bankruptcy or insolvency of a member shall, subject to the provision of the Articles or
Section 206 of the Act, be entitled to the same dividend and other advantages to which he would
be entitled if he was the member registered in respect of the share except that he shall not before
being registered as a member in respect of the share be entitled in respect of it to exercise any
right conferred by membership in relation to meetings of the Company.
Provided that the Board may at any time give notice requiring any such person to elect either to
be registered himself or to transfer the share and if the notice is not complied with within ninety
days, the Board may thereafter withhold payment of all dividends, bonuses or other money
payable in respect of the share, until the requirements of the notice have been complied with.
83. The Company shall incur no liability or responsibility in consequence of its registering to give
effect to any transfer of shares made or purporting to be made by any apparent legal owner
thereof (as shown or appearing in the Register) to be prejudice or persons having or claiming any
equitable right, title or interest to or in the said shares notwithstanding that the Company may
have had notice of such equitable right, title or interest or notice prohibiting registration of such
transfer and may have entered such notice referred thereto in any book of the Company and the
Company shall not be bound or required to regard or attend or give effect to any notice which
may be given to it of any equitable right, title or interest or be under any liability whatsoever for
refusing or neglecting so to do, though it may have been entered or referred to in some book of
the Company but the Company shall nevertheless be at liberty to regard or attend to any such
notice and give effect thereto.
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BORROWING POWERS
84. The Board may from time to time subject to the sections 58A, 292 and 293 of the Act, at their
discretion raise or borrow any sum or sums of money for the purpose of the Company and subject
to the applicable provisions of the Act may secure payment or repayment of same in such
manner and upon such terms and conditions in all respect as may be prescribed by the Board, in
particular by the creation of any mortgage or charge or other encumbrances on any of the
immovable properties of the company or hypothecation, pledge or charge on and over the
Company's stocks, book debts and other movable properties.
85. The Board may raise or secure the payment of such sum or sums in such manner and upon such
terms and conditions as they think fit and in particular, by the issue of bonds, perpetual or
redeemable debentures or debenture-stock or any mortgage, charge or other security on the
undertaking of the whole or any part of the property (both movable and immovable) of the
Company both present and future including its uncalled capital for the time being or by giving,
accepting or endorsing on behalf of the Company any promissory notes, bills of exchange or other
negotiable instruments and no debenture shall carry any voting right whether generally or in
respect of any particular class or classes of business.
86. If any uncalled capital is included in or charged by any mortgage of other security, the Directors
may, by instrument under the Seal authorise the person in whose favour such mortgage or
security is executed or any other person in trust for him to make calls on the member in respect
of such uncalled capital, and the provisions herein before contained in regard to calls shall,
mutatis mutandis apply to calls, made under such authority and may be made exercisable either
conditionally and either presently or contingently and either, to the exclusion of the Director's
powers or otherwise, and shall be assignable if expressed so to do.
87. Any debenture-stock or other securities may be issued at a discount premium or otherwise and
may be issued on condition that they shall be convertible into shares of any denomination, and
with any privileges such as warrants etc. and conditions as to redemption, surrender, drawing,
allotment of shares, attending at General Meeting, appointment of Directors and otherwise. The
power to issue debenture stock or other securities with a right to allotment of or conversion into
shares of any denomination shall only be exercised by the Company in the General Meeting.
88. Save as provided in Section 108 of the Act, no transfer of debentures shall be registered unless a
proper instrument of transfer duly stamped and executed by the transferor and transferee has
been delivered to the Company together with the certificates of the debentures.
89. If the Board refuses to register the transfer of any debentures of the Company, it shall within two
months from the date on which the instrument of transfer was lodged with the Company, send to
the transferee and to the transferor notice of the refusal.
90. Subject to section 201 of the Act, if any Director or any other person shall become personally
liable for the payment of any sum primarily due from the Company, the Board may execute or
cause to be executed any mortgage, charge or security cover for effecting the whole or any part
of the assets of the Company by way of indemnity to secure the Director or any person so
becoming liable, as aforesaid, from any loss in respect of such liability.
91. Subject to Section-58A, 292 and 293 of the Act and the Companies (Acceptance of Deposits)
Rules, 1975 the Company may receive deposits on such terms and conditions and bearing interest
at such rates as the Board may decide and fix and which may be made payable monthly,
quarterly, half yearly or yearly. .
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92. The Company may subject to the provisions of Section 208 of the Act, pay interest on so much of
the share capital as is for the time being paid up and was issued for the purpose of raising money
to defray the expenses of the construction of any work or building or the provision of any plant,
which can not be made profitable for a lengthy period.
93. Debentures/debenture stock, loan/loan stock, bonds or other securities conferring the right to
allotment or conversion into shares or the option or right to call for allotment of shares shall not
be issued except with the sanction of the Company in General Meeting.
PROCEEDINGS AT GENERAL MEETING
94. In addition to any other meetings, a general meeting of the Company shall be held within such
interval as specified in Section 166(1) of the Act, and subject to the provisions of Section 166(2)
of the Act, at such times and places as may be determined by the Board. Each such general
meeting shall be called an 'Annual General Meeting' and shall be specified as such in the notice
convening the meeting. Any other meeting of the Company shall be called an Extra Ordinary
General Meeting.
95. The Board may, whenever it thinks fit, call an Extra Ordinary General Meeting. If at any time
there are not within India Directors capable of acting who are sufficient in number to form a
quorum, the Directors present in India may call an Extra Ordinary General Meeting, in the same
manner and as nearly as possible as that in which such a meeting may be called by the Board.
96. The accidental omission to give notice of any meeting to or the non-receipt of any such notice by
any of the members or other persons entitled to receive such notice shall not invalidate any
resolution passed at any such meeting.
97. No business shall be transacted at General Meeting of the Company unless a quorum of members
is present at the time when the meeting proceeds to commence business. Five members present
in person shall be the quorum for the meeting of the Company. No business shall be transacted at
any General Meeting unless the requisite quorum shall be present throughout the meeting.
98. Any act or resolution which, under these Articles or the Act is permitted or required to be done or
passed by the Company in General Meeting shall be sufficiently so done or passed if effected by
an ordinary resolution as defined in Section 189(1) of the Act unless either the Act or the Articles
specifically require such act to be done or resolution to be passed by a special resolution as
defined in Section 189(2) of the Act.
99. The Chairman of the Board shall take the chair at every General Meeting. If there be no such
Chairman or if at any meeting he shall not be present within fifteen minutes, or is unwilling to act,
or if any of the Directors present decline to take the chair, then the members present shall choose
one of their members being a member entitled to vote to be the Chairman of the meeting.
100. If at the expiration of half an hour from the time appointed for holding a meeting of the
Company, a quorum shall not be present, the Meeting if convened by or upon the requisition of
Members shall stand dissolved. In any other case the Meeting shall stand adjourned in the same
day in the next week or if that day is public holiday until the next succeeding day which is not a
public holiday at the same time and place or to such other day and at such other time and place in
the city or town in which the office of Company is for the time being situate, as the Board may
determine, and if at such adjourned Meeting a quorum is not present at the expiration of half an
hour from the time appointed for holding the meeting, the members present, shall be a quorum
and may transact the business for which the Meeting was called.
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101. a) Every question submitted to a meeting shall be decided, in the first instance by a show
of hands and in the case of an equality of votes, whether on a show of hands or on a poll, the
Chairman of the meeting shall be entitled to a second or casting vote in addition to the vote to
which he may be entitled as a member.
b) A declaration by the Chairman that a resolution has on a show of hands been carried
unanimously or by a particular majority or lost and an entry to that effect in the minutes shall be
conclusive evidence of the fact without further proof.
102. The Chairman of a General Meeting may adjourn the same from time to time and from
place to place but no business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took place. When a meeting
is adjourned it shall not be necessary to give any notice of an adjournment or of the business to
be transacted at an adjourned meeting.
103. At any General Meeting unless a poll is demanded before or on the declaration of the
result of the voting on any resolution and on the show of hands demanded by the Chairman or by
members holding not less than one-tenth of the total voting power in respect of the resolution or
by members holding shares on which an aggregate sum of not less than fifty thousand rupees has
been paid up, a declaration by the Chairman that a resolution has been carried unanimously or by
a particular majority or lost or not carried by a particular majority and an entry to that effect in
the book containing the minutes to the proceedings of the meeting of the Company shall be
conclusive evidence of the fact without proof of the number of proportion of the votes recorded in
favour or against the resolution.
104. a) If a poll is demanded as aforesaid it shall be taken forthwith on a question of
adjournment or election of a Chairman of the meeting.
b) The person or persons who made the demand may withdraw the demand for a poll at any
time before the poll is taken.
c) Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutinizers, at
least one of whom shall be a member (not being an officer /employee of the Company) present
at the meeting, provided such a member is available and willing to be appointed, to scrutinise
the votes given on the poll and to report thereon to him.
d) The result of the poll shall be deemed to be the decision of the meeting on the resolution on
which the poll was taken. On poll a member entitled to more than one vote or his proxy or other
persons entitled to vote for him, as the case may be need not, if he votes, use all his votes or
casting the same way all the votes he uses.
e) The demand for poll shall not prevent the meeting from transacting any business other than
the business in respect of which a poll has been demanded.
VOTES OF MEMBERS
105. Subject to any rights or restrictions for the time being attached to any class or classes of shares:
a) on a show of hands, every member present in person, shall have one vote, and
b) on a poll, the voting rights of Members shall be as laid down in Section 87 of the Act.
106. Except as conferred by Section 87 of the Act the holders of preference shares shall have no
voting right. Where the holder of any preference share has a right to vote on any resolution in
accordance with the provisions of Sub-Section 2 of Section 87 of the Act, his voting right on a poll
as the holder of such share shall subject to the provision of Section 89 and sub-section (2) of
Section 92 of the Act be in the same proportion as the Capital paid in respect of the preference
share bears to the total paid up equity capital of the Company.
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107. Where a Company or body-corporate (hereinafter called "Member Company") is a member of the
Company a person duly appointed by resolution in accordance with Section 187 of the Act to
represent such member Company at a meeting of the Company shall not by reason of such
appointment, be deemed to be a proxy and the production at the meeting of the copy of such
resolution duly signed by one director of such member company and certified by him as true copy
of the resolution shall, on production thereof at the meeting be accepted by the Company as
sufficient evidence of the validity of his appointment. Such a person shall be entitled to exercise
the same rights and powers, including the right to vote by proxy on behalf of the same member
company or body-corporate which he represents, as that member Company or body corporate
could exercise if it were an individual member.
108. Where there are joint registered holders of any shares any one of such persons may vote at any
meeting either personally or by proxy in respect of such shares as if he were solely entitled
thereto and if more than one of the said persons so present whose name stands first in the
Register in respect of such shares shall alone be entitled to vote in respect thereof. Several
executors or administrators of a deceased member in whose name any share stands shall for the
purposes of this Article be deemed joint-holders thereof.
109. If any Member were unsound mind he may vote whether on show of hands or at a poll by his
committee curator bonis or other legal curator and such last mentioned persons may give their
vote by proxy on a poll. If any Member is a minor, his guardian may give the vote in respect of
his share. If more than one person claim to exercise the right of vote under this clause, the
Chairman of the Meeting may select in his absolute discretion any one person and will accept his
vote.
110. No Member not present in person shall be entitled to vote on a show of hands, unless such
member is a company or corporation present by a representative who may vote on the resolution
as if he were a member of the Company.
111. On a poll, votes may be given either personally or by proxy or in the case of a Company, by a
representative duly authorised as aforesaid.
112. Any Member of a Company entitled to attend and vote at a meeting of the Company shall be
entitled to appoint another person whether a member or not, as his proxy to attend and vote
instead of himself but the proxy so appointed shall not have any right to speak at the meeting and
shall not be entitled to vote except on a poll.
113. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his
attorney duly authorised in writing or, if such appointer is a body corporate under its common seal
or under the hand of its attorney duly authorised. A proxy who is appointed for a specified
meeting only shall be called a special proxy. Any other proxy shall be called a general proxy.
114. The instrument appointing a proxy and the power of attorney or other authority, if any, under
which it is signed or a notarial certified copy of that power or authority shall be deposited at the
office not less than forty-eight hours before the time for holding the meeting at which the person
named in the instrument proposes to vote and in default, the instrument of proxy shall not be
treated as valid.
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115. A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or the revocation of the instrument
of proxy or of the authority under which the proxy was executed or transfer of the shares in
respect of which the proxy is given, provided that no intimation in writing of the death, insanity,
revocation or transfer shall have been received by the Chairman at the office before the
commencement of the Meeting provided nevertheless that the Chairman of any meeting shall be
entitled to require such evidence as he may in his discretion think fit of the due execution of an
instrument of proxy and that the same has not been revoked.
116. Every instrument appointing a special proxy shall, as nearly as circumstances admit, be in any of
the forms as set out in Schedule IX to the Act or a form as near thereto as circumstances admit.
117. No Member shall be entitled to exercise any voting rights, either personally or by proxy, at any
meeting of the Company in respect of any shares registered in his name on which any calls or
other sums presently payable by him have not been paid or in regard to which the Company has
exercised any right of lien.
118. i). Any objection as to the admission or rejection of a vote, on a show of hands or on a poll made
in due time shall be referred to the Chairman of the meeting who shall forthwith determine the
same and such decisions shall be final and conclusive.
ii). No objection shall be raised to the qualification of any voter except at meeting or adjourned
meeting at which the vote objected to is given or tendered and every vote not disallowed at such
meeting shall be valid for all purposes.
DIRECTORS
119. a) The number of Directors of the Company shall not be less than three and not
more than twelve (maximum).
b) The first Directors of the Company were
1. Mr. Rajiv Rattan
2. Mr. Tejinderpal Singh Miglani
3. Mr. Gagan Banga
120. The management of the Company shall vest in the Board of Directors.
121. Not less than two-thirds of total number of Directors of the Company shall:
(a) be persons whose period of office is liable to determination by retirement of Directors by
rotation; and
(b) save as otherwise expressly provided in the Act or these presents be appointed by the
Company in General Meeting.
122. The Company in the General Meeting may, subject to provision of these presents and Section
259 of the Act, by special resolution, increase or reduce the number of its Directors.
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123. The Directors shall have powers at any time and from time to time to appoint any other
person as a Director as an addition to the Board but so that the total number of Directors shall not
at any time exceed the maximum number fixed by these Articles. Any Director so appointed shall
hold office only up to the date of the next following Annual General Meeting of the Company but
shall be eligible for re-election at such meeting.
124. Subject to the provisions of Section 313 of the Act or any statutory modification thereof, the
Board shall have power to appoint any person to act as alternate director for a director during the
latter's absence for a period of not less than three months from the State in which meetings of the
Directors are ordinarily held and such appointment shall have effect and such appointee, whilst he
holds office as an alternate director, shall be entitled to notice of meetings of the Board and to
attend and vote there at accordingly but he shall not be required to hold any qualification shares,
if any, and shall 'ipso facto' vacate his office if and when the original Director returns to the State
in which meetings of the Board are ordinarily held or if the original director vacates his office as
director.
125. A director need not hold any share in the Company in his name as his qualification, but
nevertheless shall be entitled to attend, speak and preside at any general meeting of the
Company and at any separate meeting of the holders of any class of shares in the Company.
126. Each Director, other than the whole time paid Directors, may be paid such fee as may be
notified by the Central Government from time to time pursuant to Section 310 of the Act and as
approved by the Board, for each meeting of the Board of Directors or a Committee thereof
attended by him. The Directors may also be paid the expenses as decided by Board, from time to
time, in attending the meeting of the Board or a Committee of Board.
127. In addition to the fee payable to the Directors under Article 126 hereof, the Directors may be
paid reasonable traveling, hotel and other expenses in attending and returning from the meetings
of the Board of Directors or any Committee thereof or in connection with the business of the
Company as decided by the Board.
128. Subject to Section 198, 309, 310 and 314 of the Act, if any Director or Directors being willing
shall be called upon to undertake and /or perform extra professional or other services or to make
any special exertion in going or residing outside the office for any of the purposes of the Company
or in giving special attention to the whole of or any part of the Business of the Company, the
Board may remunerate such Director.
129. The continuing Directors may act notwithstanding any vacancy in the Board but, if and so long
as their number is reduced below the quorum fixed by these presents for a meeting of the Board,
the continuing Directors or Director may act for the purposes of increasing the number of
Directors to that fixed for the quorum or of summoning of general meeting of the Company, but
for no other purpose.
130. Subject to the approval of the Board of Directors, a Director of the Company may be or
become a Director of any company promoted by this Company or in which it may be interested as
vendor, shareholder or otherwise and no such directors shall be accountable for any benefits
received as a Director or member of such company.
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131. Subject to the fulfillment of the requirements of the provisions of Sections 297 to 301 of the
Act, a Director shall be disqualified from contracting with the Company either as vendor,
purchaser or otherwise for goods, materials or services or for underwriting the subscription of any
shares in or debentures of the Company and any such contract or arrangement entered into by or
on behalf of the Company with a relative of such Director or a firm in which such Director or
relative is a partner or with any other partner in such firm or with a private company of which
such Director is a member or Director be void, and any Director so contracting or being such
member so interested be liable to account to the Company for any profit realised by such contract
or arrangement by reason of such Director holding this office or of the fiduciary relation thereby
established.
132. The Company may, subject to the provisions of Sec.284 of the Act by ordinary resolution of
which special notice according to Section 190 of the Act has been given, remove any Director
before the expiry of his period of office and may by ordinary resolution of which special notice has
been given, appoint another person instead of the removed Director. A Director so appointed shall
hold office until the date upto which his predecessor would have held office if he had not been so
removed. If the vacancy created by the removal of a Director under the provisions of this Article is
not so filled by the meeting at which he is removed, the Board may at any time thereafter fill such
vacancy under the provisions of these Articles.
133. If the office of any Director appointed by the Company in General Meeting is vacated before
his term of office will expire, in the normal course, the resulting vacancy may be filled by the
Board at a meeting of the Board, but any person so appointed shall hold office only upto the date
upto which the Director in whose place he is appointed would have held office if it had not been so
vacated, provided that the Board shall not fill such a vacancy by appointing thereto any person
who has been removed from the office of Director under these Articles.
134. Subject to Section 259 of the Act the Company may by special resolution from time to time,
increase or reduce the number of Directors, and may either alter their qualification and the
Company may (subject to the provision of requirement Section 284 of the Act) remove any
Director before the expiration of his period of office and appoint another person in his stead. The
person so appointed shall hold office during such time as the Director in whose place he is
appointed would have held the same if he had not been removed.
PROCEEDINGS OF DIRECTORS’ MEETINGS
135. a) The Directors may meet together for the despatch of business and may adjourn and
otherwise regulate their meetings and proceedings as they may think fit, subject to the provision
of Section 285 of the Act.
b) The Chairman, Director or any officer authorised by the Directors may call a meeting of the
Board of Directors.
c) Subject to the provisions of Section 316, 372A(2) and 386 of the Act, questions arising at any
meeting of the Directors shall be decided by a majority of votes and in case of any equality of
votes the Chairman shall have a second or casting vote.
136. Notice of every meeting of the Board or a Committee thereof shall be given in writing
to every Director for the time being in India and at his usual address in India to every other
Director.
137. Subject to Section 287 of the Act, the quorum for the meeting of the Board shall be one third of
its total strength or two Directors, whichever is higher, provided that where at any time the
number of interested Directors exceeds or is equal to two-thirds of the total strength in number,
the remaining Directors, that is to say, the number of Directors who are not interested, present
at the Meeting being not less than two, shall be the quorum during such meeting.
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138. a) The Board shall appoint from amongst its members a Chairman.
b) If at any meeting of the Board the Chairman shall not be present within thirty minutes of the
time appointed for holding the same or if he is unable or unwilling to take the Chair then the
Board may elect one of their other members to act as the Chairman of that meeting.
139. A meeting of Board at which a quorum is present shall be competent to exercise
all or any of the authorities, powers and discretions by or under the Articles or the Act for the time
being vested in or exercisable by the Board.
140. Subject to the provisions of Section 292 and 293 of the Act, the Board may from
time to time delegate any of its powers to a committee consisting of such member or members of
their body, managers and other officer(s) of the Company as it may think fit and may revoke such
delegation. Any Committee so formed shall, in exercise of the power so delegated, conform to any
regulation that may from time to time be imposed upon it by the Board. The meetings and
proceedings of any such committee consisting of two or more members shall be governed by the
provisions contained for regulating the meeting and proceedings of the Directors, so far as the
same are applicable thereof and are not superseded by any regulations made by the Directors
under this Clause.
141. All acts done at any meetings of the Directors or of a Committee or by any
person acting as a Director, shall notwithstanding that it may afterwards be discovered that there
was some defect in the appointment of such Directors or person acting as aforesaid or that they
or any of them were disqualified, be as valid as if every such Director or person had been duly
appointed and was qualified to be a Director or a member of a Committee.
142. Save for the purpose of Sections 262, 292, 297,316, 372A and 386 of the Act, a
resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors or
of the Committee thereof duly called and constituted if it is circulated in draft together with the
necessary papers, if any, to all the Directors or to all the members of the Committee, then in
India (not being less in number than the quorum fixed for a meeting of the Board or Committee,
as the case may be) and to all other Directors or members at their usual address in India and has
been approved by such of the Directors or members as are then in India or by a majority of such
of them as are entitled to vote on the resolution.
POWERS OF THE BOARD
143. Subject to the provisions of the Act, the Board shall be entitled to exercise all
such powers, and to do all such acts and things, as the Company is authorised to exercise and do;
provided that the Board shall not exercise any power or do any act or thing which is directed or
required, whether by the Act or any other statute or by the Memorandum of Association of the
Company or by these Articles or otherwise, to be exercised or done by the Company in General
Meeting. Provided further, that in exercising any such powers or doing any such Act or thing, the
Board shall be subject to the provisions in that behalf contained in the Act or any other statute or
in the Memorandum of Association of the Company or in these Articles or in any regulations made
by the Company in General Meeting but no regulations, made by the Company in General Meeting
shall invalidate any prior act of the Directors which would have been valid if that regulation had
not been made.
144. The Company may exercise the powers conferred on it by Sections 157 and 158
of the Act with regard to keeping of a foreign Register and the Board may (Subject to the
provisions of these sections) make and vary such regulations as it may think fit in respect of the
keeping of any such register.
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145. Every debenture or other instrument issued by the Company for securing the
payment of the money may be so framed that the moneys thereby secured shall be assigned free
from any equities between the Company and the person to whom the same may be issued. Any
debentures, debenture-stock, bonds or other instruments or securities may be issued at a
discount, premium or otherwise and may be issued on a condition that they shall be convertible
into any shares of any denomination and with any special privileges as to redemption surrender,
drawing and allotment of shares or otherwise, provided that the debentures with right to
conversion into or allotment of shares shall not be issued without consent of the Company in
General Meeting.
146. Every Director present at any meeting of the Board or of a Committee thereof
shall sign his name in a book kept for that purpose.
147. The following powers shall be exercised by the Board or any Committee of the
Board, or otherwise by the Company as may be so required:
a) To voluntarily liquidate the Company.
b) To increase or reduce the Company's capital.
c) To issue and allot new shares.
d) To make any Rights Issue of shares.
e) To adopt any resolution to alter the Memorandum and Articles of Association.
f) To join any other company or to invest in any other company.
g) To Issue Debentures.
h) To undertake or permit any merger, consolidation or reorganisation of the Company.
i) To decide on the declaration of dividends and appropriation of profits.
j) Subject to the provisions of Section 372-A of the Act, to give to make any loan to any person
or other body corporate or give guarantee or provide security in connection with a loan made
by any other person to or to any other person by any body corporate.
MANAGING / WHOLE TIME DIRECTORS
148. The Company by ordinary resolution or the Board of Directors may, subject to
the provisions of sections 268, 269 and 314 and schedule XIII of the Act, from time to time
appoint one or more of the Directors to be Managing Director(s) or other Whole time Director(s)
of the Company, for a term not exceeding five years at a time and may from time to time (subject
to the provisions of any contract between him or them and the Company) remove him or them
from office by following the statutory procedures and appoint another or others in his or their
place or places.
149. Subject to the provisions of Sections 198, 309, 310 and 311 of the Act, a
Managing Director or whole-time Director shall in addition to the usual remuneration payable to
him as a director of the Company under these Articles, receive such additional remuneration as
may from time to time be sanctioned by the Company and may be by way of fixed salary or at a
specified percentage of the net profits of the Company or both, or in any other manner and extent
otherwise determined. The Remuneration of Managing Director / whole time Director shall be
deemed to accrue from day to day.
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MANAGER
150. Subject to the provisions of section 197 A and 388 of the Act, the Board shall
have power to appoint or employ any person to be the Manager of the Company upon such terms
and conditions as the Board thinks fit and the Board may, subject to the provisions of Section 292
of the Act, vest in such manager such of powers, vested in the Board, as it thinks fit and such
powers may be made exercisable for such period or periods and upon such conditions and subject
to restrictions as it may determine and at such remuneration as it may think fit.
151. A Director may be appointed as General Manager/ Manager subject to Section
197 A, 314 and 388 of the Act.
SECRETARY
152. Subject to the section 383A of the Act, the Board may from time to time appoint
or employ any person to be secretary of the Company upon such terms, conditions and
remuneration as it thinks fit to perform any functions which by the Act or the Article for the time
being of the Company are to be performed by the secretary and to execute any other purely
ministerial or administrative duties which may from time to time be assigned to the secretary by
the Board. The Board may, subject to the provisions of the Act, also at any time appoint some
person (who need not be the secretary) to keep the registers required to be kept by the
Company.
153. Subject to the provisions of the Act, a Director may be appointed as a secretary.
THE SEAL
154. a) The Directors shall provide a common seal for the purpose of the Company
and shall have power from time to time to destroy and substitute a new seal in lieu thereof and
provide for its safe custody.
b) The seal shall not be affixed to any instrument except in the presence of a Director or an
officer duly authorised who shall sign every instrument to which the seal shall be affixed.
Provided, nevertheless, that any instrument other than a share certificate bearing the seal of the
Company and issued for valuable consideration shall be binding on the Company notwithstanding
any irregularity touching the authority of the Board to issue the same. Provided further that in
respect of issue of share certificates the provisions of the Companies (Issue of Shares
Certificates) Rules, 1960 shall apply.
c) Subject to the provisions of Sections 50 of the Act the Directors may provide for use of an
official seal in any territory outside India.
ANNUAL RETURN
155. The Company shall make the requisite Annual Return in accordance with Section
159 and 161 of the Act.
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RESERVE
156. The Board may subject to Section 205 (2A) of the Act from time to time, before
recommending any dividend set apart any portion of the profits of the Company as it thinks fit as
reserves to meet contingencies or for the liquidation of any debentures, debts or other liabilities of
the Company or for equalisation of dividends or for repairing, improving or maintaining any of the
property of the Company and for such other purposes of the Company as the Board in its absolute
discretion thinks conducive to the interest of the Company and may, subject to the provisions of
Sections 372A of the Act, invest the several sums so set aside upon such investments (other than
shares in the Company) as it may think fit and may from time to time deal with and vary such
investments and dispose of all or any part thereof for the benefit of the Company and may divide
the reserves into such special funds as it thinks fit, with full power to employ the reserve or any
part thereof in the business of the Company and that without being bound to keep the same
separated from the other assets. The Board may also carry forward any profits, which it may think
prudent not to divide without setting them aside as a reserve.
157. All moneys carried to the reserves shall nevertheless remain and be the profits
of the Company available. Subject to due provisions being made for actual loss or depreciation,
for the payment of dividends and such moneys and all other moneys of the Company not
immediately required for the purpose of the Company may, subject to the provisions of Section
372A of the Act, be invested by the Board in or upon such investments or securities as it may
select or may be used as working capital or be kept at any Bank or deposit or otherwise as the
Board may from time to time think proper.
CAPITALISATION OF PROFITS / RESERVES
158. (1)The Company in General Meeting may, upon the recommendation of Board,
resolve:
a) To capitalise whole or any part of the amount for the time being standing to the credit of
any of the Company's reserve account, or to the credit of the profit and loss account or
otherwise available for distribution and
b) That such sum be accordingly set free for distribution in the manner specified in sub-clause
(2) below amongst the members who would have been entitled thereto, if distributed by
way of dividend and in the same proportions.
(2) The sum aforesaid shall not be paid in cash but shall be applied subject to the provisions
contained in sub-clause (3) below, either in or towards:
a) Paying up any amounts for the time being unpaid on any shares held by such members
respectively.
b) Paying up in full, un-issued shares of the Company to be allotted and distributed, credited
as fully paid up, to and among such members in the proportion aforesaid or,
c) Partly in the way specified in (i) and partly in that specified in (ii) above.
(3) A share premium account and a capital redemption reserve fund may, for the purposes of
this Article, only be applied in the paying up of un-issued shares to be issued to members of
the Company as fully paid bonus shares or for any other purpose specified in Section 78 of
the Act.
(4) The Board shall give effect to the resolution passed by the Company in pursuance of this
Article.
159. 1) Whenever such a resolution as aforesaid shall have been passed, the Board
shall:
a) Make all appropriations and applications of the undivided profits resolved to be capitalised
thereby and all allotments and issues of fully paid shares if any; and
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b) Generally do all acts and things required to give effect thereto.
2) The Board shall have full power:
a) To make such provisions, by the issue of fractional certificates or by payment in cash or
otherwise as it thinks fit, in the case of shares becoming distributable in fractions and,
b) To authorise any person to enter, on behalf of the members entitled thereto, into an
agreement with the Company providing for the allotment to them respectively, credited as
fully paid up, of any further shares to which they may be entitled upon such capitalisation or
(as the case may require) for the payment by the Company on their behalf by the application
thereto of their respective proportions of the profits resolved to be capitalised of the amounts
or any part of the amounts remaining unpaid on their existing shares.
3) Any agreement made under such authority shall be effective and binding on all such
members.
DIVIDENDS
160. Subject to the rights of members entitled to a share (if any) with preferential or
special rights attached thereto the profits of the Company which shall from time to time be
determined to be divided in respect of any year or other period shall be applied in the payment of
dividend on the Equity Shares of the Company, but so that the holder of a partly paid up share
shall be only entitled to such proportion of the distribution upon a fully paid up share
proportionately to the amount paid or credited thereon during any portion or portions of the
period in respect of which the dividend is paid, but if any share is issued on terms providing that it
shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.
Where capital is paid in advance of calls upon the footing that the same shall carry interest, such
capital shall not, whilst carrying interest, confer a right to dividend or to participate in profits.
161. The profits of the Company, subject to any special rights relating thereto
created or authorised to be created by these Articles and subject to the provisions of these
Articles shall be divisible among the Members in the proportion of the amount of capital paid or
credited as paid up on the shares held by them respectively.
162. The Company in Annual General Meeting may declare a dividend to be paid to
the members according to their rights and interests in the profits and may, subject to the
provisions of Section 207 of the Act, fix the time for payment.
163. No larger dividend shall be declared than that recommended by the Board, but
the Company in general meeting may declare a smaller dividend.
164. No dividend shall be payable except out of profits of the Company or out of
moneys provided by the Central or State Government for the payment of Dividend in pursuance of
any guarantee given by such Government and no dividend shall carry interest against the
Company.
165. The Directors, if in their opinion the position of the Company justifies, may from
time to time, without the sanction of a general meeting pay interim dividend to one or more
classes of shares to the exclusion of others at rates, which may be differing from class to class.
When declaring such dividend they should satisfy themselves that the preference shares, which
have a prior claim in respect of payment of dividend, should have their entire rated dividend at
the time of final preparation of the accounts of the period
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166. No members shall be entitled to receive payment of any dividend or interest in
respect of his share or shares whilst any money be due or owing from him as is presently payable
to the Company in respect of such share or shares otherwise on account of any debts, liabilities or
engagements of the members of the Company either alone or jointly with any other person or
persons and the Directors may deduct from the dividend or interest payable to any member all
sums of money so due from him to the Company Subject to Section 205 A of the Act.
167. Any general meeting declaring a dividend may make a call on the members of
such amount as the meeting fixes, but so that the call on each member shall not exceed the
dividend payable to him and so that the call be made payable at the same time as the dividend
and the dividend may if so arranged between the Company and the member, be set of against the
call Subject to Section 205 A of the Act. The making of a call under this Article shall be deemed
ordinary business of an annual general ordinary meeting which declares dividend.
168. A transfer of share shall not pass the right to any dividend declared thereto
before the registration of the transfer by the Company.
169. Subject to Section 205 A of the Act the Directors may retain the dividends
payable upon shares in respect of which any person is under the Transmission Article entitled to
become a member or which any person under that Article is entitled to transfer until such person
shall become a member in respect thereof or shall duly transfer the same.
170. The Directors may retain any dividend on which the Company has lien and may
apply the same in or towards satisfaction of the debts, liabilities or engagement in respect of
which the lien exists subject to Section 205 A of the Act.
171. Anyone of several persons who are members registered jointly in respect of any
share may give effectual receipts for all dividends, bonuses and other payments in respect of such
shares.
172. Notice of any dividends, whether interim or otherwise, shall be given to the
person entitled to share therein in the prescribed manner, if any.
173. Unless otherwise directed in accordance with Section 206 of the Act, any
dividend may be paid by cheque or warrant sent through the post to the registered address of the
member or person entitled thereto or in the case of joint holders to the registered address of that
one whose name stands first on the register in respect of the joint holding or to such person and
at such address as the member or person entitled or sub joint-holders as the case may be, direct
and every cheque or warrant so sent shall be made payable to the order of the person to whom it
is sent or to the order of such other person as the member or person entitled or such joint holders
as the case may be, may direct.
UNPAID OR UNCLAIMED DIVIDEND
174. Where the Company has declared a dividend but which has not been paid or the dividend
warrant in respect thereof has not been posted within 30 days from the date of declaration to any
shareholder entitled to the payment of the dividend, the Company shall within 7 days from the
date of expiry of the said period of 30 days, open a special account in that behalf in any
scheduled bank called “Unpaid Dividend of Indiabulls Housing Finance Limited” and transfer to
the said account, the total amount of dividend which remains unpaid or in relation to which no
dividend warrant has been posted.
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175. Subject to the provisions of Section 205B of the Act any money transferred to the unpaid
dividend account of the Company which remains unpaid or unclaimed for a period of seven years
from the date of such transfer, shall be transferred by the Company to the Investor Education
and Protection Fund (“Fund”) and that no claim by any person to any money transferred to the
Fund shall lie on or after the commencement of the Companies (Amendment) Act, 1999.
176. No unclaimed or unpaid dividend shall be forfeited by the Board and all
unclaimed and unpaid dividends shall be dealt with as per Section 205 A and 205 B of the Act and
the rules made there under.
177. The Company shall not be responsible for the loss of any cheque, dividend
warrant or postal order sent by post in respect of dividends, whether by request or otherwise, at
the registered address or the address communicated to the office before hand by the member or
for any dividend lost to the member or person entitled thereto by the forged endorsement of any
cheque or warrant or the fraudulent recovery thereof by any other means.
BOOKS AND DOCUMENTS
178. The Directors shall cause to be kept in accordance with Section 209 of Act,
proper books of account with respect to:
a) All sums of money received and spent by the Company and the matters in respect of which
the receipts and expenditures take place including the Profit & Loss Account and cash flow
statement.
b) All sales and purchase of goods by the Company.
c) The Balance Sheet depicting the assets and liabilities of the Company.
179. The books of accounts shall be kept at the Registered office or at such other
place as the Board thinks fit and shall be open to inspection by the Directors during business
hours.
180. The Directors shall from time to time, subject to the provisions of sections 163,
209 and 209 A of the Act, determine whether and to what extent and at what time and places and
under what conditions, the documents and registers or any of them maintained by the Company
of which inspection allowed by the Act, shall be kept open for the inspection of the members. Till
decided otherwise by the Board, such documents and registers shall be kept open for inspection to
the persons entitled thereto between 11 A.M. and 1 P.M. on all working days. No member (not
being a Director) shall have any right to inspection of any account or book or document of the
Company except as conferred by law or by Act or authorised by the Directors or by resolution of
the Company in General Meeting and no member, not being a director shall be entitled to require
or receive any information concerning the business, trading or customers of the Company or any
trade secret or secret process used by the Company.
AUDIT
181. Once at least in every year the books of accounts of the Company shall be
examined and audited by one or more Auditor or Auditors.
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182. The Company at each annual general meeting shall appoint an auditor or
auditors to hold office until the next annual general meeting and their appointment, remuneration,
rights and duties shall be regulated by sections 224 to 227 of the Act.
183. Where the Company has a branch office, the provision of section 228 of the Act
shall apply.
184. All notices of and other communications relating to any General Meeting of the
Company which any member of the Company is entitled to have been sent to him shall also be
forwarded to the Auditor of the Company and the Auditor shall be entitled to attend any General
Meeting and to be heard at any General Meeting which he attends on any part of the business
which concerns him as an Auditor.
185. The Auditors' Report shall be read before the Company in Annual General
Meeting and shall be open to inspection for any member of the Company.
186. Every Balance Sheet and Profit and Loss Account of the Company when audited
and adopted by the Company in Annual General Meeting shall be conclusive, in respect of
transactions of the Company for the relevant year.
SERVICE OF NOTICE AND DOCUMENTS
187. The Company shall comply with the provisions of Section 53, 172 and 190 of the
Act as to the service of notices.
188. The accidental omission to give notice to or the non-receipt of notice, by any
member or other person to whom it should be given shall not invalidate the proceedings at the
meeting.
189. Every person who by operation of law, transfer or other means whatsoever shall
become entitled to any share, shall be bound by every notice in respect of such share which
previous to his name and address being entered in the register, shall have been duly given to the
person from whom he derives his titles to such share.
190. The Signature to any notice to be given by the Company may be written,
printed or lithographed.
191. Any notice or document delivered or sent by post to or left at the registered
address of any member in pursuance of these Articles shall, notwithstanding such member then
deceased and whether or not the Company has notice of his death, be deemed to have been duly
served in respect of any share whether registered solely or jointly with other persons, until some
other person be registered in his stead as the member in respect thereof and such service for all
purposes of the Articles be deemed a sufficient service of such notice or document on his/her
heirs, executors or administrators and all persons, if any, jointly interested with him or her in any
such share.
192. Any notice required to be given by the Company to the members or any of them
and not expressly provided for by these Articles or by the Act shall be sufficiently given if given by
the advertisement.
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193. Any notice required to be or which may be given by the advertisement shall be
advertised once in vernacular newspapers circulating in the neighborhood of the registered office
and once in English newspaper.
RECONSTRUCTION
194. On any sale of the whole or any part of the undertaking of the Company, the
Board or the Liquidators on a winding up may, if authorised by special resolution, accept fully paid
or partly paid-up shares, debentures or securities of any other company, whether incorporated in
India or not either then existing or to be formed for the purchase in the whole or in part of the
property of the Company and the Board (if the profits of the Company permit) or the Liquidators
(in winding up) may distribute such shares or securities or any other property of the company
amongst the members without realisation or vest the same in trustees for them and any special
resolution may provide for the distribution or appropriation of cash, shares or other securities,
benefits or property, otherwise than in accordance with the strict legal rights of the member,
contributors of the Company and for the valuation of any such securities or property at such price
and in such manner as the meeting may approve and all holders of shares shall subject to the
provisions of Section 395 of the Act be bound to accept as shall be bound by any valuation or
distribution so authorised and waive all rights in relation thereto save only in case the Company is
proposed to be or is in course of being wound up and subject to the provisions of Section 494 of
the Act as are incapable of being varied or excluded by these Articles.
WINDING UP
195. On winding up preference shares rank as regards capital in priority to equity
shares to the extent of the paid up value of the said shares but to no other rights or participating
in its assets.
196. Subject to law of the land for the time being in force, if the Company shall be
wound up and the assets available for distribution among the members as such shall be
insufficient to repay the whole of said paid up capital, such assets shall be distributed so that, as
nearly as may be, the losses shall be borne by the members in proportion to the capital paid up or
which ought to have been paid up at the commencement of the winding up on the shares held by
them respectively, and if in a winding up the assets available for distribution among the members
shall be more than sufficient to repay the whole of the capital paid up at the commencement of
winding up then the excess shall be distributed amongst the members in proportion to the paid up
capital at the commencement of the winding up held by them respectively. But this Article is to be
without prejudice to the rights of the holders of shares issued upon special terms and conditions,
if any.
197. 1) In the event of the Company being wound up the holders of preference
share, if any, shall be entitled to have the surplus assets available for distribution amongst
members as such applied in the first place in repayment to them the amount paid up on the
preference shares held by them respectively and any arrears of dividend upto the commencement
of the winding up, whether declared or not. If the surplus assets available as aforesaid shall be
insufficient to repay the whole of the amount paid up on the preference shares and any arrears of
dividend, such assets shall be distributed amongst the holders of preference shares so that the
losses shall be borne by the holders of preference shares as nearly as may be in proportion to the
capital paid up or which ought to have been paid up on the shares held by them at the
commencement of the winding up and the arrears of Dividend as aforesaid.
2). The assets, if any, available for distribution after payment to the preference share holders as
aforesaid shall be distributed amongst the holders of equity shares in proportion to the capital at
the commencement of the winding up, paid up or which ought to have been paid up on the
shares in respect of which they were respectively registered.
308
3) The Article is to be without prejudice to the rights and privileges amongst the holders of
preference shares of different series.
SECRECY CLAUSE
198. Subject to the provisions of the Act, every Director, Manager, Auditor, trustee,
Member of the Committee, Officer, servant, agent, accountant or other person employed in the
business of the Company shall if so required by the Board before entering upon his duties, sign a
declaration pledging himself to observe a strict secrecy respecting all transactions of the Company
with the customers and the state of account with individuals and in matter relating thereto and
shall by such declaration pledge himself not to reveal any of the matters which may come to his
knowledge in the discharge of his duties except when required so to do by the Board or by any
meeting or by a Court of law and except so far as may be necessary in order to comply with any
of the provisions in these presents contained.
199. No member or other person (not being a Director) shall be entitled to visit or
inspect any works of the Company or to enter upon the property of the Company or to inspect or
examine the Company's premises or properties of the Company without the permission of the
Board or subject to Article 195 require discovery of or any information respecting any detail of the
Company's trading or any matter which is or may be in the nature of trade secret mystery of
trade, or secret process or of any matter whatsoever which may relate to the conduct of the
business of the Company and which in the opinion of the Directors it will not be in the interest of
the Company to communicate.
INDEMNITY
200. Subject to Section 201 of the Act, Every Director, Manager, Secretary or Officer
of the Company or any person (whether an officer of the Company or not) employed by the
Company and any person appointed Auditor shall be indemnified out of the funds of the Company,
against all bonafied liability incurred by him as such Director, Manager, Secretary, Officer,
employee or Auditor in defending any bonafied proceedings, whether civil or criminal or in which
judgment is given in his favour or in which he is acqutteed, or in connection with any application
under Section 633 of the Act in which relief if granted to him by the Court.
309
SECTION IX- OTHER INFORMATION
MATERIAL DOCUMENTS FOR INSPECTION
Following documents have been delivered to the Stock Exchanges along with this Information
Memorandum.
1. Memorandum and Articles of Association of Indiabulls Housing Finance Limited.
2. Certificate of Incorporation of Indiabulls Housing Finance Limited.
3. Copy of Form No. 21 filed by the Company with Registrar of Companies, NCT of Delhi &
Haryana, along with the order of the Hon?ble High Court of Delhi dated March 8, 2013
sanctioning the Scheme of Arrangement.
4. NOC on the Scheme of Arrangement/ De-merger granted by BSE vide their letter no.
DCS/AMAL/RD/24(f)/151/2012-13 dated June 28, 2012.
5. NOC on the Scheme of Arrangement/ De-merger granted by NSE vide their letter no.
NSE/LIST/170833-Q dated June 07, 2012.
6. Approval letter of SEBI granting exemption from applicability of Rule 19(2)(b) of the
Securities Contract Regulations Rule vide letter no. CFD/DIL/HB/MT/15061/2013 dated June
21, 2013.
7. Certificate of Tax Auditors to the Statement of Possible Tax Benefit dated May 09, 2013 as
mentioned in this Information Memorandum.
8. Copies of Audited Annual Accounts of our Company for the financial years ended March 31,
2009, 2010, 2011, 2012 and 2013.
9. Copy of placement document dated August 26, 2010, issued by erstwhile Indiabulls Financial
Services Limited, for issue of inter alia 2,75,00,000 Warrants at an issue price of Rs. 5/- each.
10. Copies of tripartite agreement dated February 13, 2013 entered into between the Company,
RTA and NSDL.
11. Copies of tripartite agreement dated February 11, 2013 entered into between the Company,
RTA and CDSL.
12. Return of Allotment filed by the Company for allotment of Shares pursuant to the Scheme.
13. Letter from BSE granting its in-principle approval to the listing of equity shares and warrants
issued pursuant to and in terms of the Scheme vide its letter no. DCS/AMAL/BS/IP/07 dated
May 28, 2013.
14. Letter from NSE granting its in-principle approval to the listing of equity shares and warrants
issued pursuant to and in terms of the Scheme vide its letter no. NSE/LIST/205477-E dated
May 29, 2013.
Any of the contracts or documents mentioned in this Information Memorandum may be amended or
modified at any time if so required in the interest of the Company or if required by the other parties,
without reference to the shareholders subject to compliance of the provisions contained in the
Companies Act and other relevant statutes.
310
DECLARATION
All the relevant provisions of the Companies Act, 1956, and the Guidelines issued by the Government
of India or the Regulations, Guidelines, circulars and notifications issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India
Act, 1992, as the case may be, have been complied with and no statement made in this Information
Memorandum is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange
Board of India Act, 1992 or rules or Regulations made there under or guidelines, circulars and
notifications issued, as the case may be. We further certify that all the disclosures made in this
Information Memorandum are true and correct.
SIGNED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
Sd/-
(AJIT KUMAR MITTAL)
Executive Director
Place: Mumbai
Date: July 17, 2013
doc_473274264.pdf
The Company, as an incorporated legal entity came into existence on May 10, 2005, under the Companies Act, 1956, having
been registered on such date with the Registrar of Companies, NCT of Delhi and Haryana vide registration no.
U65922DL2005PLC136029 and obtained the certificate for commencement of business on January 10, 2006, to enable it to
carry on the business of housing finance, upon receipt of the license to do so from the National Housing Bank. Indiabulls
Financial Services Limited (IBFSL), the erstwhile promoter of the Company, incorporated on January 10, 2000 and since March
30, 2001, had already been functioning, as a non banking finance company. The merger of IBFSL with the Company, on a
going concern basis, therefore ensured a continuity of the Company‟s business, since March 30, 2001.
INFORMATION MEMORANDUM
Dated: July 17, 2013
INDIABULLS HOUSING FINANCE LIMITED
The Company, as an incorporated legal entity came into existence on May 10, 2005, under the Companies Act, 1956, having
been registered on such date with the Registrar of Companies, NCT of Delhi and Haryana vide registration no.
U65922DL2005PLC136029 and obtained the certificate for commencement of business on January 10, 2006, to enable it to
carry on the business of housing finance, upon receipt of the license to do so from the National Housing Bank. Indiabulls
Financial Services Limited (IBFSL), the erstwhile promoter of the Company, incorporated on January 10, 2000 and since March
30, 2001, had already been functioning, as a non banking finance company. The merger of IBFSL with the Company, on a
going concern basis, therefore ensured a continuity of the Company?s business, since March 30, 2001.
Registered Office: F-60, Malhotra Building, Second Floor, Connaught Place, New Delhi - 110 001
Tel: +91-11-30476500; Fax: +91-11-41529071
Corporate Office 448-451, Udyog Vihar, Phase-V, Gurgaon, Haryana-122016
Tel: +91-124-3989555; Fax: +91-124-6681111
Contact Person: Mr. Amit Jain, Company Secretary and Compliance Officer
Website: http://www.indiabulls.com Email: [email protected]
Registered with Registrar of Companies: NCT of Delhi & Haryana, IFCI Tower, 4th Floor, 61, Nehru Place, New Delhi 110 019.
FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY
INFORMATION MEMORANDUM FOR LISTING OF 31,25,11,167 FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF
RS. 2/- EACH AND 2,75,00,000 WARRANTS WITH A WARRANT ISSUE PRICE OF RS. 5/- EACH
NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds unless they can
afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment
decision. For taking an investment decision, investors must rely on their own examination of the issuer, including the risks involved.
The securities have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI
guarantee the accuracy or adequacy of this document."
Specific attention of investors is invited to the statement of “Risk factors” beginning at page number 7.
ABSOLUTE RESPONSIBILITY OF INDIABULLS HOUSING FINANCE LIMITED
Indiabulls Housing Finance Limited, having made all reasonable inquiries, accepts responsibility for and confirms that this
Information Memorandum contains all information with regard to Indiabulls Housing Finance Limited, which is material, that the
information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any
material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission
of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading
in any material respect.
LISTING ARRANGEMENTS
The Equity Shares and Warrants of our Company are proposed to be listed on The BSE Limited (BSE) and The National Stock
Exchange of India Limited (NSE). The Company has submitted this Information Memorandum to BSE and NSE and the same is
available on the Company?s website http://www.indiabulls.com. The Information Memorandum would also be made available on
the website of BSE, www.bseindia.com and NSE, www.nseindia.com.
ADVISORS TO THE COMPANY REGISTRAR AND TRANSFER AGENT
Sobhagya Capital Options Limited
SEBI Regn. No. - INM000008571
B- 206, Okhla Industrial Area, Phase- I, New Delhi- 110020
Tel: 011 40777000 Fax: 011 40777069
Email: [email protected]
Contact Person: Mr. Heemadri Mukerjea/ Ms. Archana Sharma
Karvy Computershare Private Limited
SEBI Regn. No- INR000000221
Address: Plot No. 17 to 24, Vittal Rao Nagar, Madhapur,
Hyderabad – 500 081
Email : [email protected]
Tel No: 040 – 44655000
Fax No: 040 – 23420814
Contact Person: Mr. S. D. Prabhakar
TABLE OF CONTENTS
SECTION I- GENERAL ...................................................................... 1
DEFINITIONS / ABBREVIATIONS ................................................................. 1
CONVENTIONAL / GENERAL TERMS ............................................................. 1
COMPANY RELATED TERMS ........................................................................ 1
ABBREVIATIONS ....................................................................................... 2
TECHNICAL/INDUSTRY RELATED TERMS ...................................................... 3
SECTION II- RISK FACTORS ........................................................... 5
FORWARD LOOKING STATEMENTS .............................................................. 5
PRESENTATION OF FINANCIAL AND MARKET DATA ....................................... 6
RISK FACTORS ......................................................................................... 7
SECTION III- INTRODUCTION ...................................................... 20
SUMMARY OF INDUSTRY OVERVIEW ......................................................... 20
SUMMARY OF BUSINESS OVERVIEW ......................................................... 21
SCHEME OF ARRANGEMENT ..................................................................... 22
SUMMARY FINANCIAL AND OPERATING INFORMATION ................................ 41
GENERAL INFORMATION .......................................................................... 53
CAPITAL STRUCTURE OF THE COMPANY .................................................... 68
STATEMENT OF TAX BENEFITS ................................................................. 79
SECTION IV-ABOUT THE COMPANY ............................................... 88
INDUSTRY OVERVIEW ............................................................................. 88
BUSINESS OVERVIEW ............................................................................. 90
KEY INDUSTRY REGULATIONS .................................................................. 91
HISTORY AND CERTAIN CORPORATE MATTERS ........................................... 95
OUR MANAGEMENT ............................................................................... 100
PROMOTERS ......................................................................................... 116
CURRENCY OF PRESENTATION ............................................................... 119
DIVIDEND POLICY ................................................................................. 120
SECTION V- FINANCIAL INFORMATION ...................................... 121
FINANCIAL INFORMATION OF OUR COMPANY ........................................... 121
FINANCIAL INFORMATION OF GROUP COMPANIES .................................... 256
CHANGES IN ACCOUNTING POLICIES IN THE LAST THREE YEARS ............... 263
MANAGEMENT?S DISCUSSION AND ANALYSIS .......................................... 264
SECTION VI- LEGAL AND OTHER INFORMATION ......................... 269
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS.................... 269
GOVERNMENT APPROVALS OR LICENSING ARRANGEMENTS ....................... 272
SECTION VII - OTHER REGULATORY AND STATUTORY
DISCLOSURES ............................................................................. 273
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............. 277
SECTION VIII- MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
................................................................................................... 278
SECTION IX- OTHER INFORMATION ........................................... 309
MATERIAL DOCUMENTS FOR INSPECTION ................................................ 309
DECLARATION ...................................................................................... 310
1
SECTION I- GENERAL
DEFINITIONS / ABBREVIATIONS
ABBREVIATIONS & TECHNICAL TERMS
In this Information Memorandum, the terms “we”, “us”, “our”, “the Company”, “our Company” or
“IBHFL”, unless the context otherwise implies, refer to Indiabulls Housing Finance Limited. All
references to “Rs.” or “Re.” or “INR” refer to Rupees, the lawful currency of India, “USD” or “US$”
refer to the United States Dollar, the lawful currency of the United States of America, references to the
singular also refers to the plural and one gender also refers to any other gender, wherever applicable,
and the words “Lakh” or “Lac” means “100 thousand” and the word “million” or “mn” means “10 lacs”
and the word “crore” means “10 million” or “100 lacs” and the word “billion” means “1,000 million” or
“100 crores”. Any discrepancies in any table between the total and the sums of the amounts listed are
due to rounding off.
CONVENTIONAL / GENERAL TERMS
Term Description
„Indiabulls Housing Finance Limited? or
„IBHFL? or „The Company? or „Our Company?
or „Issuer Company? or „we? or „us? or „our? or
„Amalgamated Company?
Unless the context otherwise requires, refers to,
Indiabulls Housing Finance Limited, a Public Limited
Company incorporated under the provisions of the
Companies Act, 1956 and having its registered office at
F-60 Malhotra Building, 2nd Floor Connaught Place, New
Delhi - 110 001
Promoter(s) Shall mean Mr. Sameer Gehlaut, Mr. Rajiv Rattan and
Mr. Saurabh K Mittal
COMPANY RELATED TERMS
Term Description
Act /The Companies Act The Companies Act, 1956 and amendments thereto.
AGM Annual General Meeting
Amalgamated Company Indiabulls Housing Finance Limited
Amalgamating Company Indiabulls Financial Services Limited
AS
Accounting Standards, as issued by the Institute of
Chartered Accountants of India
Board /Board of Directors Board of Directors of the Company
Capital or Share Capital Share Capital of the Company
BSE BSE Limited
NSE National Stock Exchange of India Limited
Depositories Act The Depositories Act, 1996 and amendments thereto
DP Depository Participant
EGM Extraordinary General Meeting
Equity Share(s) or Share(s) Means the Equity Share of the Company having a face
value of Rs. 2/- unless otherwise stated
Equity Shareholder Means a holder of Equity Shares of Indiabulls Housing
Finance Limited.
Financial Year/Fiscal/FY Period of twelve months beginning April 1 of a particular
calander year and ending March 31 of the calendar year
immediately following , unless otherwise stated
GOI Government of India
Scheme or Scheme of Arrangement Scheme of Arrangement among Indiabulls Financial
Services Limited and their respective Shareholders and
Creditors and Indiabulls Housing Finance Limited and
2
their respective Shareholders and Creditors, as
sanctioned by the Hon?ble High Court of Judicature at
Delhi vide its order dated December 12, 2012.
SEBI Securities and Exchange Board of India
Statutory Auditors Deloitte Haskins & Sells, Indiabulls Finance Centre,
Tower 3, 27th-32nd Floor, Elphinstone Mill Compound,
Senapati Bapat Marg, Elphinstone (W), Mumbai – 400
013. India
Takeover Code Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011
as amended to date
Tax Auditors A Sardana & Co., Chartered Accountants, having their
office at D-118, Saket, New Delhi – 110017
Regulations/ ICDR Regulations SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2009 as amended to date
Warrants Means warrants of Indiabulls Housing Finance Limited
issued in terms of the Scheme to the holders of
27,500,000 listed warrants of IBFSL
ABBREVIATIONS
TERM DESCRIPTION
AGM Annual General Meeting
A.Y Assessment Year
A/c Account
AS Accounting Standards as issued by ICAI
BSE BSE Limited
Bn/bn Billion
BPLR Benchmark Prime Lending Rate
CAGR Compounded Annual Growth Rate
CCPS Convertible Cumulative Preference Shares
CDSL Central Depository Services (India) Limited
CLB Company Law Board
Cr “Crore” or “10 million” or “100 lacs”
CST Central Sales Tax
MCA Ministry of Corporate Affairs
DP Depository Participant
EGM Extraordinary General Meeting
ECB External Commercial Borrowing.
EPS Earnings per share (EPS=Profit after tax/No. of equity
shares)
ESI Employee State Insurance
FEMA Foreign Exchange Management Act, 1999 as amended
from time to time and the Rules and Regulations there
under.
FII Foreign Institutional Investor
FIPB Foreign Investment Promotion Board
FY Financial Year
FCNR Account Foreign Currency Non Resident Account
FDI Foreign Direct Investment
FI Financial Institutions
GOI Government of India
3
GDP Gross Domestic Product
HUF Hindu Undivided Family
IBFSL Indiabulls Financial Services Limited
ICAI Institute of Chartered Accountants of India
IFSC Indian Financial System Code
IPR Intellectual Property Rights
ITA Income Tax Act, 1961
Lac/Lakh One hundred thousand
MOU Memorandum of Understanding
Mn/mn Million
NA Not Applicable
NAV/BV Net Asset Value/Book Value
NRE Account Non Resident External Account
NRI Non Resident Indian
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
Not applicable. Not Applicable
p.a. Per Annum
PAN Permanent Account Number
PE Ratio Price Earning Ratio
PF Provident Fund
PLR Prime Lending Rate
RBI Reserve Bank Of India
ROC Registrar of Companies, NCT of Delhi and Haryana
ROCE Return on Capital Employed
ROCE = (Profit before interest and tax/capital
employed)*100
ROE Return on Equity ROE=(Profit after tax/Equity
Capital)*100
RONW Return on Networth RONW=(Profit after
tax/Networth)*100
SCRR Securities Contracts (Regulation), Rules, 1957, as
amended from time to time
SEBI Securities and Exchange Board of India constituted
under the Securities and Exchange Board of India Act,
1992 (as amended)
The Act The Companies Act, 1956 (as amended from time to
time)
UIN Unique Identification Number
VAT Value Added Tax
TECHNICAL/INDUSTRY RELATED TERMS
Terms Description
HFC A Housing Finance Company registered with NHB.
HP Hire Purchase Finance Company
IC Investment Company
KYC Know Your Customer
LAP Loan against Property
LAS Loan against Shares
4
LC Loan Company
MBFC Mutual Benefit Financial i.e., Nidhi Company
NBFC A Non-Banking Financial Company (NBFC) registered
with RBI.
NBFC – ND Non Banking Financial Company – Non Deposit Taking
NBFC – ND - NSI Non Banking Financial Company – Non Deposit Taking –
Non Systemically Important
NHB National Housing Bank
NOF Net Owned Fund
NPA Non Performing Assets
PDs Primary Dealers
PLR Prime Lending Rate
PPP Purchasing Power Parity
RNBC Residuary Non Banking Company
RRB Regional Rural Bank
SCB Scheduled Commercial Bank
5
SECTION II- RISK FACTORS
FORWARD LOOKING STATEMENTS
All statements contained in this Information Memorandum that are not statements of historical fact
constitute “forward-looking statements.” Investors can generally identify forward-looking statements
by terminology such as “aim”, “anticipate”, “believe”, “contemplate”, “continue”, “could”, “estimate”,
“expect”, “future”, “goal”, “intend”, “may”, “objective”, “plan”, “potential”, “project”, “pursue”, “seek
to”, “shall”, “should”, “will”, “will continue”, “will likely result”, “will pursue”, “would”, or other words
or phrases of similar import.
All statements regarding the Company?s expected financial condition and results of operations and
business plans and prospects are forward-looking statements. These forward-looking statements
include statements as to the Company?s business strategy, revenue and profitability and other matters
discussed in this Information Memorandumthat are not historical facts. These forward-looking
statements and any other projections contained in this Information Memorandum (whether made by
the Company or any third party) are predictions and involve known and unknown risks, uncertainties,
assumptions and other factors that may cause the Company?s actual results, performance or
achievements to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements or other projections. Important factors that
could cause actual results, performance or achievements to differ materially include, but are not
limited to, those discussed under “Risk Factors”, “Business Overview” and “Management?s Discussion
and Analysis” beginning on page nos. 7, 90 and 264 respectively, of this Information Memorandum.
The forward-looking statements contained in this Information Memorandum are based on the beliefs
of management, as well as the assumptions made by and information currently available to
management. Although the Company believes that the expectations reflected in such forward-looking
statements are reasonable at this time, it cannot assure investors that such expectations will prove to
be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such
forward-looking statements. If any of these risks and uncertainties materialize, or if any of the
Company?s underlying assumptions prove to be incorrect, the Company?s actual results of operations
or financial condition could differ materially from that described herein as anticipated, believed,
estimated or expected. All subsequent forward-looking statements attributable to the Company are
expressly qualified in their entirety by reference to these cautionary statements.
6
PRESENTATION OF FINANCIAL AND MARKET DATA
Fi nanci al Data
Unless otherwise stated, the financial data in this Information Memorandum is derived from the
audited annual accounts of Indiabulls Housing Finance Limited.
The financial information of Indiabulls Housing Finance Limited are presented on a standalone basis for
the financial years ended March 31, 2013, March 31, 2012, March 31, 2011, March 31, 2010 and
March 31, 2009 and on a consolidated basis for the financial year ended March 31, 2013 as the
consolidated accounts under Accounting Standard 21 were prepared for the first time for the year
ended March 31, 2013.
The fiscal year of Indiabulls Housing Finance Limited commences on April 1 and ends on March 31 of
the next year, so all references to a particular fiscal year of Indiabulls Housing Finance Limited are to
the 12 month period ended on March 31 of that year.
For additional definitions used in this Information Memorandum, see the section “Definitions and
Abbreviations” beginning from on page no. 1 of this Information Memorandum. In the section entitled
“Main Provisions of the Articles of Association of the Company” on page no. 276 of this Information
Memorandum, defined terms have the meaning given to such terms in the Articles of Association of
the Company.
Market Dat a
Unless stated otherwise, industry data used throughout this Information Memorandum has been
obtained from industry publications. Industry publications generally state that the information
contained in those publications has been obtained from sources believed to be reliable but that their
accuracy and completeness are not guaranteed and their reliability cannot be assured. The data used
from these sources may have been reclassified for the purpose of presentation. Although the Company
believes the industry data used in this Information Memorandum to be reliable, it has not been
independently verified. Similarly, internal Company reports, while believed by the Company to be
reliable, have not been verified by any independent sources.
7
RISK FACTORS
RISK FACTORS ENVISAGED BY MANAGEMENT
An investment in securities involves a high degree of risk. An investor should carefully
consider all of the information in this Information Memorandum, including the risks and
uncertainties described below. If any of the following risks actually occur, the business,
financial condition and results of operations could suffer, the trading price of the securities
could decline, and all or part of the investment may be lost.
Materiality
The Risk factors have been determined on the basis of their materiality. The following
factors have been considered for determining the materiality.
1. Some events may not be material individually but may be found material collectively.
2. Some events may have material impact qualitatively instead of quantitatively.
3. Some events may not be material at present but may be having material impacts in
future.
INTERNAL RISK FACTORS AND RISK RELATING TO THE COMPANY’S BUSINESS
1. The Company’s financial performance is particularly vulnerable to interest rate
risk.
Our results of operations are substantially dependent upon the level of our net interest
income. Interest rates are highly sensitive to many factors beyond our control, including
the RBI?s monetary policies and domestic and international economic and political
conditions.
Changes in interest rates could affect the interest rates charged on interest-earning
assets differently than the interest rates paid on interest-bearing liabilities.
There can be no assurance that we will be able to manage our interest rate risk
adequately in the future. If we are unable to do so, this would have an adverse effect on
our net interest income. Further, an increase in interest rates may adversely affect the
demand for housing finance in India, which in turn may affect our interest income on
housing loans and have a material adverse effect on our business, financial condition
and results of operations.
2. The Company’s business could be adversely affected if it is not able to control
or reduce the level of non-performing assets in its portfolio and/or if it
experiences further deterioration of its non-performing asset portfolio and an
inability to improve its provisioning coverage as a percentage of gross non-
performing assets.
8
A number of factors which are not within our control could affect our ability to control
and reduce non-performing loans. These factors include developments in the Indian
economy and the real estate scenario, movements in global markets, global competition,
changes in interest rates and exchange rates and changes in regulations. If we continue
to expand at our current rate, we may in the future reach a point where we cannot
continue to grow at the same rate without causing our non-performing loans to increase
and the overall quality of our loan portfolio to deteriorate. If our non-performing loans
increase, we may be unable to execute our business plan as expected and that could
adversely affect the price of the NCDs, the Warrants and the Shares.
There can be no assurance that our present provisions will be adequate to cover any
further increase in the amount of non-performing loans or any deterioration in our non-
performing loan portfolio.
3. The Company depends on the accuracy and completeness of information
provided by potential borrowers and reliance on any misleading information
given may affect Company’s judgment of credit worthiness of potential
borrowers, which may in turn affect its business, results of operations and
financial condition.
In deciding whether to extend credit to customers, the Company relies on published
credit information relating to such parties; financial and other relevant information
furnished to the Company by customers, and the Company?s business associates
through whom it performs credit assessment. The Company is not certain that its
management controls will continue to be sufficient or that additional risk management
policies for individual borrowers will be required. If any of the aforesaid information, as
obtained from customers and third parties, is misleading or inaccurate, the procedures
that the Company follows may not be adequate or sufficient to provide accurate data as
to the creditworthiness of Company?s customers. In the event the Company does not
accurately identify the risk of default, or if it relies on information that may not be true
or may be materially misleading, its business, future financial performance and results
of operations may be materially and adversely affected.
4. The Company’s business requires substantial fund raising, and any disruption
in funding sources and access to capital markets would have a material adverse
effect on its liquidity and financial condition.
Since the Company is a “non-deposit accepting” Housing Finance Company (HFC) and
does not have access to deposits, its liquidity and ongoing profitability are, in large part,
dependent upon timely access to, and the costs associated with raising funds. The
Company?s funding requirements historically have been met from a combination of
borrowings, bank borrowings; issuance of NCDs; sales of its loans to other lenders such
as banks; and issuance of commercial paper and equity. Thus, the business of the
Company depends on and will continue to depend on the Company?s ability to access
diversified funding sources.
5. The Company’s inability to effectively manage its growth or to successfully
implement its business plan and growth strategies could have an adverse effect
on the Company’s business, results and financial condition.
9
The Company expects that its growth strategy will place significant demands on its
management, financial and other resources. In particular, continued expansion increases
the challenges involved in financial and technical management, recruitment, training and
retaining sufficient skilled technical and management personnel, and developing and
improving its internal administrative infrastructure while the Company intends to pursue
existing and potential market opportunities, the Company?s inability to manage its
business plan effectively and execute its growth strategy could have an adverse effect
on its operations, results, financial condition and cash flows.
In order to manage growth effectively, the Company must implement and improve
operational systems, procedures and internal controls on a timely basis. If the Company
fails to implement these systems, procedures and controls on a timely basis, or if there
are weaknesses in its internal controls that would result in inconsistent internal standard
operating procedures, the Company may not be able to meet its customers? needs, hire
and retain new employees, pursue new business, complete future strategic agreements
or operate its business effectively. There can be no assurance that the Company?s
existing or future management, operational and financial systems, procedures and
controls will be adequate to support future operations or establish or develop business
relationships beneficial to future operations.
Our results of operations depend on a number of internal and external factors, including
the increase in demand for housing loans in India, competition, our ability to expand
geographically and diversify our product offerings and also significantly on our net
interest income. Further, we cannot assure that we will not experience issues such as
capital constraints, difficulties in expanding our existing business and operations, and
hiring and training of new personnel in order to manage and operate our expanded
business.
6. If the corporate undertakings provided by us in our assignment of receivables
transactions are invoked, it may require outflow in respect of these
undertakings and adversely affect our net income
We have in the past, assigned/ securitised a portion of the receivables from our loan
portfolio to banks and other institutions. The assignment/securitisation transactions
were conducted on the basis of our internal estimates of our funding requirements. Any
change in NHB/RBI or other government regulations in relation to
assignments/securitisations by HFCs could have an adverse impact on our
assignment/securitisation program.
In the event the relevant bank or institution does not realise the receivables due under
such loans, the relevant bank or institution would have recourse to the corporate
guarantee and/or cash collateral provided by the company and the underlying security,
in the event such loans are secured.
7. The Company’s business is dependent on relationships with its clients
established through its branches. Closure of branches or loss of its key branch
personnel may lead to damage to these relationships and a decline in its
revenue and profits.
Our business is dependent on key branch personnel who directly manage client
relationships. We encourage dedicated branch personnel to service clients since we
believe that this leads to long-term client relationships. While no one branch manager or
operating group of managers contributes a meaningful percentage of our business, our
business may suffer materially if a substantial number of branch managers either
become ineffective or leave the organization.
10
8. The Company may be unable to foreclose or it may not be able to realize the
expected value of collateral when borrowers default on their obligations to us,
which may result in failure to recover the expected value of collateral security.
The primary security for the loans disbursed by the Company is the underlying property.
The value of this security is largely dependent on housing market conditions prevalent at
that time. The value of the collateral on the loans disbursed by the Company may
decline due to adverse market conditions, including an economic downturn or a
downward movement in real estate prices. Failure to recover the expected value of
collateral could expose the Company to losses and, in turn, result in a material adverse
effect on our business, results of operations and financial condition.
9. The Company has to comply with stricter regulations and guidelines issued by
regulatory authorities in India, including the NHB.
The Company is regulated principally by and has reporting obligations to the NHB and
RBI. The Company is also subject to corporate, taxation and other laws in effect in India.
The regulatory and legal framework governing the Company differs in certain material
respects from that in effect in other countries and may continue to change as India?s
economy and commercial and financial markets evolve. In recent years, existing rules
and regulations have been modified, new rules and regulations have been enacted and
reforms have been implemented which are intended to provide tighter control and more
transparency in India?s housing finance sector. Moreover, NHB guidelines prescribe the
provisioning required in respect of our outstanding loan portfolio. The level of our
present provisions may not be adequate to cover further increases in the amount of our
non-performing loans or the underlying collateral. If such provisions are not sufficient to
provide adequate cover for loan losses that may occur, or if the Company is required to
increase its provisions, this could have a material adverse effect on financial condition,
liquidity and results of operations of the Company.
10. A decline in its capital adequacy ratio could restrict the Company’s future
business growth
If our Company continues to grow our loan portfolio and asset base, we will be required
to raise additional Tier I and Tier II capital in order to continue to meet applicable capital
adequacy ratios with respect to our principal business of housing finance.
NHB regulations require HFCs to maintain a capital adequacy ratio which the regulator
may change from time to time as per their judgement. There can be no assurance that
we will be able to raise adequate additional capital in the future on terms favourable to
it. If this leads to our capital adequacy ratio declining, the growth of all our businesses,
including our core housing finance business, could be materially restricted.
Furthermore, if risk weights used to calculate the risk weighted assets against which
capital needs to be held, are increased, our capital adequacy ratio would be reduced and
we may be required to raise additional capital to maintain our capital adequacy ratio.
11. The Company is not permitted to have an aggregate exposure to capital
markets in excess of 40% of our net worth.
11
Pursuant to the NHB Directions, 2010, and directions thereunder, the Company, being
an HFC, is not permitted to have an aggregate exposure to capital markets (both fund
and non-fund based) in excess of 40% of our net worth as of March 31, of the previous
year. Within the overall ceiling, direct investments in shares, convertible
bonds/debentures, units of equity-oriented mutual funds and all exposures to venture
capital funds should not exceed 20% of our net worth. If adverse circumstances, like but
not limited to a diminution in our networth, leads to the risk of this cap being breached,
our business plans may be impacted and the growth of all our businesses, including our
core housing finance business, could be materially restricted.
12. The Company’s ability to access funding sources also depends on its credit
ratings.
The cost and availability of capital is also dependent on the Company?s short-term and
long-term credit ratings. The company?s long-term ratings are “CARE AA+” by CARE and
“CRISIL AA” by CRISIL, reflect the rating agencies opinion of the Company?s financial
strength, operating performance, strategic position, and ability to meet its obligations.
Any downgrade of the Company?s credit ratings would increase borrowing costs and
constrain its access to capital and lending markets and, as a result, would negatively
affect its business. In addition, downgrades of the Company?s credit ratings could
increase the possibility of additional terms and conditions being added to any new or
replacement financing arrangements.
13. Amaprop Ltd (“Amaprop”) has certain rights under a share subscription and
shareholders agreement (the “IFCPL Shareholders’ Agreement”) relating to its
investment in IFCPL which rights may be detrimental to our interests as
majority owner of IFCPL.
We are party to the IFCPL Shareholders? Agreement with Amaprop, dated May 31, 2005,
pursuant to which Amaprop has subscribed for 42.5 percent of IFCPL?s share capital. The
IFCPL Shareholders? Agreement contains various restrictive covenants, including limiting
our business activities and preventing us from investing in or establishing competitors of
IFCPL. The IFCPL Shareholders? Agreement also contains certain conditions which if not
fulfilled, such as consummating the IPO or sale of IFCPL within 55 months of the date of
the IFCPL Shareholders? Agreement, give Amaprop the option to require us to purchase
the shares of IFCPL subscribed by Amaprop. Amaprop has exercised the option requiring
us to purchase the shares of IFCPL in terms of the aforesaid Shareholders Agreement
which has resulted in an arbitration claim against our Company. A foreign arbitration
award in excess of Rs. 192 crores has been passed against our Company which award is
a subject matter of an appeal before the Hon?ble Delhi High Court. The proceedings for
enforcement of the arbitral award are also pending before the Hon?ble Delhi High Court.
Any payment by us pursuant to the arbitral award could negatively affect our financial
position and results of operations.
14. The Company faces intense competition in the businesses, which may limit its
growth and prospects.
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The Company faces significant competition in the businesses that it is involved in. In
particular, the Company competes with other housing finance companies; and public and
private sector commercial banks operating in the markets in which the Company is
present. In recent years, large international banks have also entered these markets. The
Company competes on the basis of a number of factors, including execution, depth of
product and service offerings, innovation, reputation and price.
The company cannot assure that it will be able to compete effectively with new and
existing lenders in the increasing competitive housing finance industry. Increasing
competition may have an adverse effect on our net interest margin and other operating
income and if we are unable to compete successfully, our market share will decline as
origination of new loan decline.
15. The Company’s ability to raise foreign capital may be constrained by Indian
law.
As an Indian company, we are subject to exchange controls that regulate raising of
capital and borrowing in foreign currencies. Such regulatory restrictions and changes in
guidelines may limit our financing sources and hence could constrain our ability to obtain
financing on competitive terms and refinance existing indebtedness. In addition, we
cannot assure you that the required approvals will be granted without onerous
conditions, or at all. This could have an adverse effect on our business growth, financial
condition and results of operations.
16. The Company is required to obtain and maintain certain governmental and
regulatory licenses and permits and the failure to obtain and maintain such
licenses and permits in a timely manner, or at all, may adversely affect its
business and operations.
The Company is required to obtain and maintain certain approvals, licenses,
registrations and permits in connection with its business and operations. Currently there
are no material statutory clearances or approvals pending with any department.
However, there can be no assurance that the Company will be able to obtain and
maintain such approvals, licenses, registrations and permits in the future. An inability to
obtain or maintain such registrations and licenses in a timely manner, or at all, and
compliance with the prescribed conditions in connection therewith, may adversely affect
the Company?s ability to carry on the business and operations, and consequently the
results of operations and financial condition. For further details regarding the various
statutory approvals required for the Business, please see the chapter titled “Government
Approvals or Licensing Arrangements” on page 270 of this Information Memorandum.
17. The Company is subject to legal and regulatory risk which may adversely affect
the Company’s business.
We are subject to a wide variety of financial services laws and regulations and a large
number of regulatory and enforcement authorities in India. The laws and regulations
governing the banking and financial services industry in India are complex and cover a
wide variety of issues, such as capital adequacy, exposure and other prudential norms,
interest rates, liquidity, capital adequacy, securitisation, investments, ethical issues,
money laundering and privacy, with sometimes overlapping enforcement authorities.
Moreover, these laws and regulations can be amended, supplemented or changed at any
time such that we may be required to restructure our activities and incur additional
expenses in complying with such laws and regulations, which could materially and
adversely affect our business.
13
Failure to comply with applicable Indian regulations, including unauthorised actions by
employees, representatives, agents and third parties, suspected or perceived failures
and media reports, and ensuing inquiries or investigations by regulatory and
enforcement authorities, could result in regulatory action, including financial penalties
and restrictions on or suspension of our business operations.
18. Major fraud, lapses of internal control or system failures could adversely
impact the Company’s business.
The Company?s core growth strategy envisages an increase in asset size, resulting in
significant increase in operational activities. Such growth strategy will place significant
demands on Company?s management, financial and other resources. The Company may
not be able to manage its resources efficiently. The Company is vulnerable to risks
arising from the failure of employees to adhere to approved procedures, system
controls, fraud, system failures, information system disruptions, communication systems
failure and interception during transmission through external communication channels or
networks. Failure to protect fraud or breach in security may adversely affect Company?s
operations and financial performance. The Company?s reputation could also be adversely
affected by significant fraud committed by our employees, agents, customers or third
parties.
19. The Company’s business operations carry certain risks which, if materialized,
could adversely affect its business and result in decline in the value of its loans
and investments.
The Company?s business consists primarily of providing Housing Loans to its customers
for fulfilling their housing requirements. Certain risks are generally out of Company?s
control, and include, but are not limited to:
? political, regulatory and legal actions that may adversely affect project viability;
? changes in government and regulatory policies;
? adverse changes in market demand or change in rate of interest
? the willingness and ability of consumers to repay their obligation;
? potential defaults under financing arrangements with borrowers and customers;
? adverse developments in the overall economic environment in India;
? interest rate or currency exchange rate fluctuations or changes in tax regulations;
? economic, political and social instability or occurrences such as natural disasters,
armed conflict; and terrorist attacks, particularly where projects are located or in the
markets they are intended to serve.
To the extent these or other risks relating to the projects financed by the Company
materialize, the quality of the Company?s loan portfolio and its profitability may be
adversely affected.
20. Future sales of Equity Shares by the Promoters may adversely affect the
market price of the Company’s Equity Shares.
Subsequent to the allotment of Equity Shares in terms of the Scheme, the Promoters
own, approximately 37.75% of the Company?s outstanding Equity Shares. Any sale of
Company?s Equity Shares by the Promoters, could adversely affect the market price of
its Equity Shares. There are no existing agreements pursuant to which Equity Shares of
the Company held by the Promoters may be sold in the future.
14
21. The Company’s ability to pay dividends in the future will depend upon future
earnings, financial condition, cash flows, working capital requirements, capital
expenditures and any restrictive covenants in financing arrangements.
The amount of future dividend payments, if any, will depend upon Company?s future
earnings, financial condition, cash flows, working capital requirements, capital
expenditures and any restrictive covenants in financing arrangements. Hence, there can
be no assurance that we will be able to pay dividends in the future.
22. The Company’s business and operations are significantly dependent on senior
management and key employees and may be adversely affected if we are
unable to retain them.
The Company?s business and operations largely depend on the continued services and
performance of our senior management and other key employees. The need and
competition for skilled senior management in our industry is intense, and we may not be
able to retain our existing senior management or attract and retain new senior
management in the future. The loss of the services of senior members of our
management team and other key employees could seriously impair our ability to
continue to manage and expand our business efficiently and adversely affect our
business, results of operations and financial condition.
23. The Company, its Directors, its Promoters and its Group Companies, are
involved in certain legal and other proceedings that if determined against the
Company and its Promoters, could have a material adverse effect on Company’s
financial condition and results of operations.
The Company, its Directors, its Promoters and its Group Companies are involved in
certain legal proceedings. These legal proceedings are pending at different levels of
adjudication before various courts and tribunals. Should any new developments arise,
such as any change in applicable Indian law or any rulings against us by appellate courts
or tribunals, the Company may need to make provisions in its financial statements that
could increase expenses and current liabilities. Any adverse decision may have an
adverse effect on the business, results of operations and financial condition of the
Company.
For details regarding these legal matters, please see the chapter titled “Outstanding
Litigations & Material Developments” on page 267 of this Information Memorandum.
24. Our rapid growth and expansion into new locations exposes us to increased
risks, and our failure to manage and sustain this growth effectively may
adversely impact our business.
We have experienced rapid growth in our lending finance business. Our branch network
also has expanded significantly, and it is entering into new, smaller towns and cities
within India as part of our growth strategy. Our rapid growth exposes us to a wide range
of increased risks within India, including business risks, such as operational risks, fraud
risks, regulatory and legal risks and the possibility that our number of impaired loans
may grow faster than anticipated. Moreover, our ability to sustain our rate of growth
depends significantly upon our ability to manage key issues such as selecting and
retaining key management personnel, maintaining effective risk management policies,
continuing to offer products which are relevant to our target base of clients, developing
managerial experience to address emerging challenges and ensuring a high standard of
client service. Going forward, we may not have adequate processes and systems such as
credit appraisal and risk management to sustain this growth.
15
25. The Company’s revenues, expenses and earnings are difficult to predict and can
vary significantly from quarter to quarter.
Our quarterly operating results may vary significantly from quarter-to-quarter.
Therefore, period-to-period comparisons of our results of operations are not necessarily
meaningful and should not be relied upon as an indication of our future performance.
Moreover, it is possible that our future quarterly results of operations may be below the
expectations of market analysts and investors, which could also lead to a decline in the
market value of the Equity Shares and warrants.
RISKS RELATING TO THE WARRANTS
1. Active market for the Warrants may not develop, which may cause the price of
the Warrants to fall.
No assurance can be given that an active trading market for the Warrants will develop,
or as to the liquidity or sustainability of any such market. The price of the Warrants also
depends on the supply and demand for the Warrants in the market and the price at
which the Warrants are trading at any time may differ from the underlying valuation of
the Warrants because of market inefficiencies. To the extent Warrants are exercised, the
number of Warrants of such issue outstanding will decrease, resulting in a diminished
liquidity for the remaining Warrants of such issue. Further, the Warrants can only be
traded in a lot of Rs. 0.1 million. Therefore, to the extent the demand for the number of
Warrants is lesser than the trading lot, such Warrants shall be illiquid.
2. The Warrants can be volatile instruments and upon expiry are worthless.
The Warrants are subject to a number of risks, including: (i) sudden and large falls in
value; (ii) changes in the price or market value of the Equity Shares; and (iii) a
complete or partial loss of any investment in the Warrants.
This Information Memorandum discloses the material risks and other significant aspects
of the Warrants. However, no person should deal in the Warrants unless that person
understands the terms and conditions of the Warrants and the extent of that person's
exposure to potential loss. Each prospective purchaser of Warrants should consider
carefully whether the Warrants are suitable in the light of our circumstances and
financial position.
Prospective purchasers of Warrants should consult their own professional advisers to
assist them in determining the suitability of the Warrants for them as an investment.
EXTERNAL RISK FACTORS
1. Slowdown in economic growth in India could cause the Company’s business to
suffer.
The Company?s performance and the quality and growth of the business are dependent
on the health of the Indian Economy. The Indian Economy may be adversely affected by
factors such as adverse changes in liberalization policies, social disturbances, terrorist
attacks and other acts of violence or war, natural calamities or interest rates changes,
which may also affect the finance industry. Any such factor may contribute to a decrease
in economic growth in India which could adversely impact the business and financial
performance of the Company.
16
2. The Company’s results of operations have been, and may continue to be,
adversely affected by Indian and international financial market and economic
conditions.
Company?s business has been, and in the future could continue to be, materially and
adversely affected by Indian and international market and economic conditions. Such
conditions in India include fluctuations in interest rates; changes in consumer spending;
the level of consumer confidence; housing prices; corporate or other scandals that
reduce confidence in the financial markets; and the rate of unemployment, among
others. International market and economic conditions include the liquidity of global
financial markets; the level and volatility of debt and equity prices and interest rates;
investor sentiment; inflation; the availability and cost of capital and credit; sovereign
defaults or the possibility thereof; and the degree to which international economies are
expanding or experiencing recessionary pressures. The independent and/or collective
fluctuation of these conditions can directly and indirectly affect demand for our lending
finance and other financial products, or increase the cost to provide such products. In
addition, adverse economic conditions, such as declines in housing values, could lead to
an increase in mortgage and other home loan delinquencies and higher write-offs, which
can adversely affect Company?s earnings.
3. The Company is subject to fluctuations in interest rates and other market risks,
which may materially and adversely affect its financial condition and results of
operations.
The Company?s revenues are substantially dependent upon interest from financing
activities. Changes in interest rates may affect the Company?s interest income and the
volume of loans granted by the Company. Increases in short-term interest rates could
increase the cost of borrowing and adversely affect profitability of the Company. Interest
rate increases could result in adverse changes in the interest income, reducing the
Company?s growth rate and the value of its financial assets.
4. Inflation in India could have a material adverse effect on our profitability, our
business, financial condition and results of operations.
India is experiencing high levels of inflation since 2008. The annual rate of inflation,
based on monthly WPI, stood at 6.62% (Provisional) for the month of January 2013
(over January 2012) as compared to 7.18% (Provisional) for the previous month and
7.23% during the corresponding month of the previous year. Build up inflation in the
financial year so far was 5.09% compared to a buildup of 6.15% in the corresponding
period of the previous year. (Source: Office of the Economic Adviser to the Government
of India, Ministry of Commerce and Industry). Continued high rates of inflation may
result in increase costs, such as employment emoluments and benefits and
administrative and other expenses. The measures adopted by the Government to curb
inflation include increasing interest rates which could lead to decline in number of
customers that wish to avail of home loans, which in turn could lead to decline in the
business of the Company.
Further, a significant amount of funds are raised by the Company by way of loans from
banks and financial institutions. Increase in interest rates would also result in increase in
cost of funds. If, the company is unable to successfully pass such increase in funding
and other costs to its customers, it would lead to decline in its NIMs and adversely affect
the results of operations and financial condition. Further if the rate of inflation increases,
the Company cannot assure that it will be able to continue to avail funds from the NHB
and/or scheduled commercial banks and financial institutions at competitive rates or at
all.
17
Accordingly, high rates of inflation in India could increase the costs and could have an
adverse effect on the profitability and financial condition of the Company.
5. Conditions in the Indian securities market may affect the price or liquidity of
the Equity Shares.
The Indian securities markets are smaller and may be more volatile than securities
markets in more developed economies. The regulation and monitoring of Indian
securities markets and the activities of investors, brokers and other participants differ, in
some cases significantly, from those in Europe and the U.S. Indian Stock Exchanges
have, in the past, experienced substantial fluctuations in the prices of listed securities.
Indian Stock Exchanges have, in the past, experienced problems that have affected the
market price and liquidity of the securities of Indian companies, such as temporary
exchange closures, broker defaults, settlement delays and strikes by brokers. In
addition, the governing bodies of the Indian Stock Exchanges have from time to time
restricted securities from trading, limited price movements and increased margin
requirements. Further, disputes have occurred on occasion between listed companies
and the Indian Stock Exchanges and other regulatory bodies that, in some cases, have
had a negative effect on market sentiment. If similar problems occur in the future, the
market price and liquidity of the Equity Shares could be adversely affected. A closure of,
or trading stoppage on, either the BSE or the NSE could adversely affect the trading
price of the Equity Shares. Historical trading prices, therefore, may not be indicative of
the prices at which the Equity Shares will trade in the future.
6. A decline in India’s foreign exchange reserves may affect liquidity and interest
rates in the Indian economy, which could adversely impact the Company’s
financial condition.
According to the weekly statistical supplement released by the RBI, India?s foreign
exchange reserves totaled US$ 294,981 million as of November 30, 2012. A decline in
India?s foreign exchange reserves could impact the valuation of the Rupee and could
result in reduced liquidity and higher interest rates which could adversely affect the
Company?s future financial performance.
7. Any downgrading of India’s debt rating by an international rating agency could
adversely affect the business, results of operations and financial condition of
the Company.
Any adverse revisions to India?s credit ratings for domestic and international debt by
international rating agencies may adversely affect the Company?s ability to raise funds in
the domestic or international markets and thereby adversely impacting the business,
results of operations and financial condition of the Company.
8. Natural disasters and other disruptions could adversely affect the Indian
economy and/or the regions from where the Company operates and could
cause the business and operations to suffer and the trading price of the Equity
Shares to decrease.
18
The operations of Company may be disrupted as a result of natural disasters such as
earthquakes, floods, heavy rainfall, epidemics, tsunamis and cyclones and other events
such as protests, riots and labour unrest. Such events may lead to the disruption of
information systems and telecommunication services for sustained periods. They also
may make it difficult or impossible for the employees and/or the customers to reach
Company?s business locations. Damage or destruction that interrupts the provision of
services could adversely affect Company?s reputation, Company?s relationships with its
customers, Company?s senior management team's ability to administer and supervise its
business or it may cause the Company to incur substantial additional expenditure to
repair or replace damaged equipment or rebuild parts of the branch network. Any of the
above factors may adversely affect the business and financial results, the quality of
customer service and the price of Equity Shares of the Company.
9. Civil unrest, acts of violence including terrorism or war involving India and
other countries could materially and adversely affect the financial markets and
the Company’s business.
Any major hostilities involving India or other acts of violence, including civil unrest or
similar events that are beyond the control of the Company, could have a material
adverse effect on India?s Economy and business of the Company. Terrorist attacks and
other acts of violence may adversely affect the Indian Stock Markets, where the Equity
Shares of the Company will trade and the global equity markets generally.
10. Political instability or changes in the Government could adversely affect
economic conditions in India generally and business of the Company in
particular.
The Government of India has traditionally exercised and continues to exercise a
significant influence over many aspects of the economy. The business of the Company,
the market price and liquidity of the Equity Shares of the Company, may be affected by
fluctuation in interest rates, changes in Government policy, taxation, social and civil
unrest and other political, economic or other developments affecting India. Since 1991,
successive governments have pursued policies of economic liberalization and financial
sector reforms. However, there can be no assurance that such policies will be continued
in the future. A significant change in India?s economic liberalization and deregulation
policies could disrupt business and economic conditions in India generally and adversely
affect the business, financial condition and results of operations of the Company.
11. An outbreak of an infectious disease or any other serious public health
concerns in Asia or elsewhere could have a material adverse effect on the
business and results of operations of the Company.
The outbreak of an infectious disease in Asia or elsewhere or any other serious public
health concern such as swine influenza around the world could have a negative impact
on economies, financial markets and business activities worldwide, which could have a
material adverse effect on the Company?s business. Although, the Company has not
been adversely affected by such outbreaks, the Company can give no assurance that a
future outbreak of an infectious disease among humans or animals or any other serious
public health concern will not have a material adverse effect on the business of the
Company.
12. Significant differences exist between Indian GAAP and other accounting
principles, such as US GAAP and IFRS, which may be material to investors’
assessment of the Company’s financial condition.
19
The financial statements are prepared and presented in conformity with Indian
GAAP/GAAS, consistently applied during the periods stated, and no attempt has been
made to reconcile any of the information given in this Information Memorandum to any
other principles or to base it on any other standards. Indian GAAP/GAAS differs from
accounting principles and auditing standards with which prospective investors may be
familiar in other countries.
13. The extent and reliability of Indian infrastructure could adversely affect the
Company’s results of operations and financial condition.
India?s physical infrastructure is less developed than that of many developed nations.
Any congestion or disruption in its port, rail and road networks, electricity grid,
communication systems or any other public facility could disrupt the Company?s normal
business activity. Any deterioration of India?s physical infrastructure would harm the
national economy, disrupt the transportation of goods and supplies, and add costs to
doing business in India. These problems could interrupt the Company?s business
operations, which could have an adverse effect on its results of operations and financial
condition.
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SECTION III- INTRODUCTION
SUMMARY OF INDUSTRY OVERVIEW
A decade of steady economic growth and the resultant socio-economic changes like increasing
urbanization, increasing affordability, splitting of large households into smaller nuclear families have
greatly increased demand for homes.
On the supply side, government clearances for housing projects have got simpler and quicker and the
real estate industry has got more organized. Further, government incentives such as generous tax
deductions in the affordable housing segment have made home purchase more attractive.
All these factors coupled with a pre-existing housing shortfall have triggered a boom in the housing
market and has resulted in a robust housing loan market.
The housing loan industry in India mainly comprises of banks and Housing Finance Companies (HFC).
As specialist finance companies HFC?s have processes and procedures solely focused on home loan
products and thus have an advantage while catering to the housing loan customers. As a result, HFCs
have been witnessing a steady growth in home loans? market share.
For further details, please see the section on “Industry Overview” beginning from page no.
87 of this Information Memorandum.
21
SUMMARY OF BUSINESS OVERVIEW
The Company, as an incorporated legal entity came into existence on May 10, 2005, under the
Companies Act, 1956, having been registered on such date with the Registrar of Companies, NCT of
Delhi and Haryana vide registration no. U65922DL2005PLC136029 and obtained the certificate for
commencement of business on January 10, 2006, to enable it to carry on the business of housing
finance, upon receipt of the license to do so from the National Housing Bank. Indiabulls Financial
Services Limited (IBFSL), the erstwhile promoter of the Company, incorporated on January 10, 2000
and since March 30, 2001, had already been functioning, as a non banking finance company. The
merger of IBFSL with the Company, on a going concern basis, therefore ensured a continuity of the
Company?s business, since March 30, 2001.
The Company is India?s 3rd largest Housing Finance Company post the merger with its wholly owned
erstwhile parent company, Indiabulls Financial Services Limited. The company manages loan assets of
Rs 34,425 Cr as on March 31, 2013 (Consolidated basis).
In the year end March 31, 2013 the company clocked a PAT of Rs 1,266 Cr, an increase of 25.8%
compared to FY 2011-12?s PAT of erstwhile holding company IBFSL of Rs 1,006 Cr (Consolidated
basis).
Indiabulls has nationwide presence through its network of 200 branches spread across 20 states and
union territories. Over the last decade the company has expanded its branch network to effectively
cover geographical areas relevant to its suite of products.
For further details, please see the section on “Business Overview” beginning from page no.
89 of this Information Memorandum.
22
SCHEME OF ARRANGEMENT
The Hon?ble High Court of Delhi at New Delhi, vide its Order dated December 12, 2012, has approved
the Scheme of Arrangement among Indiabulls Financial Services Limited, Indiabulls Housing Finance
Limited and their respective Shareholders and Creditors, whereby the Amalgamating Company (IBFSL)
has been amalgamated with the Amalgamated Company (IBHFL) with effect from April 01, 2012 (i.e.
the Appointed Date under the Scheme) pursuant to Sections 391 to 394 and other relevant provisions
of the Companies Act, 1956, as contemplated under the Scheme.
The Scheme is operative from the Appointed Date i.e., April 01, 2012. However it came into effect
from the date of filing of Form 21 with the Registrar of Companies, NCT of Delhi and Haryana, which
was March 8, 2013.
The full text of the Scheme of Arrangement is as under:
PART I - GENERAL
1. Introduction
1.1. Indiabulls Financial Services Limited (the “Amalgamating Company” as more particularly
defined hereunder) is a public company incorporated under the provisions of the Act (as
defined hereinafter). The Amalgamating Company is registered with the Reserve Bank of India
as a non-deposit taking non-banking financial services company and is engaged in inter alia
lending business particularly focussed on mortgaged loans with specific emphasis on home
loans to the salaried segment, through Indiabulls Housing Finance Limited, its wholly owned
subsidiary. The Amalgamating Company also provides construction finance for residential
projects, loan against residential properties for the purpose of home improvement and small
businesses, receivable discounting loans and is engaged in the business of holding
investments in various step-down subsidiaries. The Amalgamating Company and its
subsidiaries are also engaged in investing and finance activities. The Amalgamating Company
is also engaged in selling life insurance policies, pension plans and other financial products in
its capacity as corporate agent for insurance companies.
1.2. The equity shares and Warrants of the Amalgamating Company are listed on the Stock
Exchanges (as defined hereinafter), the GDRs (as defined hereunder) of the Amalgamating
Company are listed on the Luxembourg Stock Exchange and the NCDs of the Amalgamating
Company are listed on the wholesale debt market segment of National Stock Exchange of
India Limited.
1.3. Indiabulls Housing Finance Limited (the “Amalgamated Company” as more particularly
defined hereunder) is a public company incorporated under the provisions of the Act and is a
wholly owned subsidiary of the Amalgamating Company. The Amalgamated Company is
registered with the National Housing Bank as a housing finance institution (without accepting
public deposits) and also as a financial institution under the Securitisation and Reconstruction
of Financial Assets and Enforcement of Security Interest Act, 2002.
1.4. The Amalgamated Company is engaged in the business of housing finance activities which
include inter alia providing finance to any person for purchase of residential property.
1.5. Rationale for the Amalgamation
1.5.1 The Amalgamation contemplated in this Scheme is expected to result in availability of higher
capital to the Amalgamated Company to pursue housing finance business activities and to
steadily grow its mortgage loan business, which is expected to lead to better utilization of
capital.
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1.5.2 Following the Amalgamation, the Amalgamated Company will have an increased net-worth and
consequently, is expected to be able to access lowcost long term financial resources and
ensure more efficient asset liability management.
1.5.3 Majority of the existing and incremental business of the Amalgamating Company relates to
housing finance and all other companies with similar assets profile and business are already
licensed to HFCs.
1.5.4 The Amalgamation contemplated in this Scheme will help avoid duplication of resources,
systems, skills and processes, reduce overall cost, improve synergies, enable the achievement
of economies of scale, reduce administrative costs entailed by the conduct of businesses
through separate entities, provide enhanced flexibility in funding of expansion plans, promote
management efficiency and optimize the resources of the Amalgamated Company.
1.6. In furtherance of the aforesaid, this Scheme (as defined hereunder) provides for:
(i) the amalgamation of the Amalgamating Company with the Amalgamated Company;
(ii) the consequent issue of shares, warrants, NCDs and GDRs by the Amalgamated
Company to the shareholders, holders of Warrants, holders of NCDs and holder of
IBFSL GDRs respectively; and
(iii) various other matters consequential or otherwise integrally connected therewith;
pursuant to Sections 391 to 394 and other relevant provisions of the Act (as defined
hereunder) in the manner provided for in this Scheme and in compliance with the provisions of
the Income Tax Act, 1961, including Section 2(1B) thereof.
1.7. This Scheme is divided into the following parts:
(i) Part I, which deals with the introduction and definitions;
(ii) Part II, which deals with the amalgamation of the Amalgamating Company with the
Amalgamated Company;
(iii) Part III, which deals with general terms and conditions applicable to this Scheme.
1.8. This Scheme also provides for various other matters consequential or otherwise internally
connected herewith.
2. Definitions and Interpretation
2.1. In this Scheme, unless repugnant to the meaning or context thereof, the following expressions
shall have the following meaning:
2.1.1. “Act” shall mean the Companies Act, 1956 and includes any statutory re-enactment or
modification thereof from time to time;
2.1.2. “Amalgamating Company ESOP Schemes” shall mean the IBFSL–ICSL Employees Stock
Option Plan 2006, IBFSL–ICSL Employees Stock Option Plan II, 2006, Employee Stock Option
Plan 2008, IBFSL Employee Stock Option Plan 2010 and IBFSL Employee Stock Option Plan
2011 and any other stock option scheme/plan, which may come into existence before the
Effective Date;
2.1.3. “Amalgamating Company” shall mean Indiabulls Financial Services Limited, having its
registered office at F-60, Malhotra Building, Connaught Place, New Delhi;
2.1.4. “Amalgamating Company Employees” shall mean all the permanent employees of the
Amalgamating Company employed as on the Effective Date;
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2.1.5. “Amalgamating Company Funds” shall have the meaning set forth in Clause 9.8 of this
Scheme;
2.1.6. “Amalgamating Company Liabilities” shall have the meaning set forth in Clause 7.1 of this
Scheme;
2.1.7. “Amalgamating Undertaking” shall mean all the undertakings and entire business of the
Amalgamating Company as a going concern, including:
(i) all assets wherever situated, whether movable or immovable, tangible or intangible,
real or personal, in possession or reversion, corporeal or incorporeal of whatsoever
nature, wheresoever situated including shares or other investments held in any entity
or person, buildings, offices, marketing offices, liaison offices, furniture, fixtures, office
equipment, appliances, accessories, inventories together with all present and future
liabilities (including contingent liabilities), any facilities, cash and bank accounts
(including bank balances), benefit of any deposits, financial assets, investments,
including investments in any form and in any entity, all cash balances with any person,
including the Reserve Bank of India and other banks, money at call and short notice,
loans, advances, contingent rights or benefit of any security interests, collateral, bank
guarantees, performance guarantees and letters of credit, and all cash or cash
equivalents appertaining or relatable to the Amalgamating Company;
(ii) all permits, rights, entitlements, registrations for carrying on non-banking financial
activities and other licences, approvals, permissions, consents from various
authorities, including the Reserve Bank of India (whether granted or pending),
goodwill, receivables, benefit of any deposits, assets, properties or other interests,
financial assets including investments of all kinds, funds belonging to or utilized for the
Amalgamating Company, bank accounts, privileges, all other rights and benefits
including any tax, direct or indirect (including advance tax), paid or any tax deducted
in respect of any income received, exemptions, tenancies in relation to office and/or
residential properties for the employees, memberships, lease rights, powers and
facilities of every kind, nature and description whatsoever, rights to use and avail of
telephones, telexes, facsimile connections and installations, utilities, electricity and
other services, provisions, funds, benefits of all agreements (including agreements
with clients and customers, employees and any other person), contracts and
arrangements, letters of intent, memoranda of understanding, expressions of interest
whether under agreement or otherwise and all other interests in connection with or
relating to the Amalgamating Company;
(iii) all earnest moneys and/or security deposits paid by the Amalgamating Company;
(iv) all permanent employees engaged by the Amalgamating Company;
(v) all records, files, papers, engineering and process information, any computer
programs, licenses for software, and any other software licenses, drawings, manuals,
data, catalogues, quotations, sales and advertising materials, lists of present and
former customers and suppliers, customer credit information, customer pricing
information, and other records whether in physical or electronic form;
(vi) advantages of whatsoever nature and wheresoever situate belonging to or in the
ownership, power or possession and in the control of or vested in or granted in favour
of or enjoyed by the Amalgamating Company, including all intellectual property, trade
marks, patents, copyrights, trade names, service names and brands containing the
“Indiabulls” mark, whether registered or unregistered, designs, and other intellectual
property rights;
(vii) all credits, advances, fixed deposits, provisions and commitments appertaining or
relatable to the Amalgamating Company;
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(viii) all investments of the Amalgamating Company in the companies listed in Annexure
A, through which the Amalgamating Company conducts the businesses listed in
Annexure A;
(ix) any other assets and liabilities of the Amalgamating Company; and
(x) all the present and future debts (whether secured or unsecured), liabilities (including
contingent liabilities), duties and obligations of the Amalgamating Company of every
kind, nature and description whatsoever and howsoever accruing or arising out of, and
all loans and borrowings raised or incurred and utilized for its businesses, activities
and operations, obligations under any licenses or permits and shall include the
Amalgamating Company Liabilities as they relate to the Amalgamating Company.
2.1.8. “Amalgamation” shall mean the amalgamation of the Amalgamating Company with the
Amalgamated Company pursuant to Sections 391 to 394 and other relevant provisions of the
Act, as contemplated under this Scheme;
2.1.9. “Appointed Date” shall mean April 1, 2012;
2.1.10. “Court” or “High Court” shall mean the Hon?ble High Court of Delhi and shall include the
National Company Law Tribunal as may be applicable or such other forum or authority as may
be vested with the powers of a High Court under Section 391 to Section 394 of the Act;
2.1.11. “Companies” shall mean the Amalgamating Company and the Amalgamated Company and
“Company” shall mean either of them;
2.1.12. “Deposit Agreement” shall have the meaning ascribed to it under Clause 30;
2.1.13. “Depositary” shall mean Deutsche Bank Trust Company Americas, being the depositary for
the IBFSL GDRs;
2.1.14. “Effective Date” shall mean the last of the dates on which the conditions and matters
referred to in Clause 44 hereof occur or have been fulfilled or waived;
References in this Scheme to the date of “coming into effect of this Scheme” or
“effectiveness of this Scheme” shall mean the Effective Date;
2.1.15. “Encumbrance” shall mean any options, pledge, mortgage, hypothecation, lien, security,
interest, claim, charge, pre-emptive right, easement, limitation, attachment, restraint or any
other encumbrance of any kind or nature whatsoever;
2.1.16. “Share Exchange Ratio” shall have the meaning ascribed to it under Clause 20(i);
2.1.17. “GDRs” means global depositary receipts issued pursuant to the Issue of Foreign Currency
Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme,
1993 and other applicable laws and where relevant shall include the underlying equity shares
related thereto;
2.1.18. “IBFSL GDRs” shall mean the GDRs issued by the Amalgamating Company pursuant to the
deposit agreements executed by it with the Depositary (as amended from time to time) and as
are outstanding as of the Record Date;
2.1.19. “NCDs” shall mean all the non-convertible debentures issued by the Amalgamating Company
each of which are listed on the wholesale debt market segment of National Stock Exchange of
India Limited;
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2.1.20. “Record Date” means the date to be fixed by the board of directors of the Amalgamating
Company for the purpose of determining the equity shareholders, holders of Warrants, holders
of New Warrants, holders of NCDs, of the Amalgamating Company to whom equity shares,
warrants, and non-convertible debentures (as applicable) of the Amalgamated Company will
be allotted, pursuant to this Scheme;
2.1.21. “Scheme” shall mean this scheme of arrangement including any modification or amendment
hereto, made in accordance with the terms hereof; and
2.1.22. “Stock Exchanges” means the BSE Limited and the National Stock Exchange of India
Limited.
2.2. All terms and words used but not defined in this Scheme shall, unless repugnant or contrary to
the context or meaning thereof, have the same meaning ascribed to them under the Act, the
Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and other applicable
laws, rules, regulations, bye-laws, as the case may be, and any statutory modification or re-
enactment thereof for the time being in force.
2.3. References to “Schedules”, “Clauses”, “Sections” and “Parts”, unless otherwise stated, are
references to schedules, clauses, sections and parts of this Scheme.
2.4. The headings herein shall not affect the construction of this Scheme.
2.5. The singular shall include the plural and vice versa; and references to one gender include all
genders.
2.6. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar
expression shall be construed without limitation.
2.7. References to a person shall include any individual, firm, body corporate (whether
incorporated), government, state or agency of a state or any joint venture, association,
partnership, works council or employee representatives body (whether or not having separate
legal personality).
3. Share Capital
3.1.Amalgamating Company
(i) The share capital structure of the Amalgamating Company as on March 31, 2012
was
as follows:
Authorized Share Capital Rupees
2,000,000,000 equity shares of face value Rs. 2/-
each
25,000,000 preference shares of face value Rs.
300/- each
25,000,000 preference shares of face value Rs.
157.39/- each
4,000,000,000/-
7,500,000,000/-
3,934,750,000/-
Total 15,434,750,000/-
Issued, Subscribed and Paid-up Share Capital Rupees
311,804,571 equity shares of face value Rs. 2/-
each*
623,609,142/-
Total 623,609,142/-
* includes 3,238,415 equity shares represented by IBFSL GDRs.
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(ii) The Amalgamating Company has issued 27,500,000 (twenty seven million and five
hundred thousand) warrants which, upon exercise, would entitle the holders thereof to
27,500,000 (twenty seven million and five hundred thousand) equity shares of the
Amalgamating Company (“Warrants”). The exercise of such Warrants or their
conversion in accordance with the terms thereof will result in an increase in the issued,
subscribed and paid-up equity share capital of the Amalgamating Company.
(iii) The Amalgamating Company may, in accordance with this Scheme and applicable law,
issue warrants subject to receipt of necessary approvals. The exercise of such
warrants or their conversion in accordance with the terms thereof will result in an
increase in the issued, subscribed and paid-up equity share capital of the
Amalgamating Company.
(iv) The Amalgamating Company has issued 5,236,040 (five million two hundred and thirty
six thousand and forty) stock options under the Amalgamating Company ESOP
Schemes which, upon exercise, would entitle the holders thereof to 5,236,040 (five
million two hundred and thirty six thousand and forty) equity shares of the
Amalgamating Company. The exercise of such options will result in an increase in the
issued, subscribed and paid-up equity share capital of the Amalgamating Company.
(v) The equity shares and Warrants of the Amalgamating Company are listed on the Stock
Exchanges. The IBFSL GDRs representing the underlying equity shares of the
Amalgamating Company are listed on Luxembourg Stock Exchange. The NCDs are
listed on the wholesale debt market segment of the National Stock Exchange of India
Limited.
3.2.Amalgamated Company
(i) The share capital structure of the Amalgamated Company as on March 31, 2012 was
as follows:
Authorized Share Capital Rupees
155,700,000 equity shares of face value Rs. 10/-
each
1,557,000,000/-
Total 1,557,000,000/-
Issued, Subscribed and Paid-up Share Capital Rupees
155,689,656 equity shares of face value Rs. 10/-
each
1,556,896,560/-
Total 1,556,896,560/-
(ii) The equity shares of the Amalgamated Company are not listed on any stock
exchanges.
PART II - AMALGAMATION OF THE AMALGAMATING COMPANY WITH THE AMALGAMATED
COMPANY
SECTION 1 - TRANSFER AND VESTING OF THE AMALGAMATING UNDERTAKING
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4. Upon the coming into effect of this Scheme and with effect from the Appointed Date, the
Amalgamating Company comprising the Amalgamating Undertaking shall, pursuant to the
sanction of this Scheme by the High Court and pursuant to the provisions of Sections 391 to
394 and other applicable provisions, if any, of the Act, be and stand transferred to and vested
in the Amalgamated Company, as a going concern, without any further act, instrument, deed,
matter or thing so as to become, as and from the Appointed Date, the undertaking of the
Amalgamated Company by virtue of and in the manner provided in this Scheme.
5. Transfer of Assets
5.1. Without prejudice to the generality of Clause 4 above, upon the coming into effect of this
Scheme and with effect from the Appointed Date:
(a) all the assets and properties of the Amalgamating Company as are movable in nature
or are otherwise capable of transfer by delivery of possession or by endorsement and
delivery, the same may be so transferred by the Amalgamating Company upon the
coming into effect of this Scheme, and shall become the assets and property of the
Amalgamated Company with effect from the Appointed Date pursuant to the
provisions of Sections 391 to 394 of the Act and all other provisions of applicable law,
if any, without requiring any deed or instrument of conveyance for transfer of the
same;
(b) in respect of such of the assets and properties belonging to the Amalgamating
Company including sundry debtors, receivables, bills, credits, loans and advances, if
any, whether recoverable in cash or in kind or for value to be received, bank balances,
investments, earnest money and deposits with any governmental authority, quasi
government, local or other authority or body or with any company or other person,
other than those referred to in Clause 5.1 (a) above, the same shall, as more
particularly provided in Clause 5.1 (a) above, without any further act, instrument or
deed, cost or charge and without any requirement for notice or other intimation to any
third party, be transferred to and vested in and/or be deemed to be transferred to and
vested in the Amalgamated Company upon the coming into effect of this Scheme and
with effect from the Appointed Date pursuant to the provisions of Sections 391 to 394
of the Act and all other provisions of applicable law, if any;
(c) all rights, title, interest, investments and properties of the Amalgamating Company
and security interests, collateral, guarantees, bank guarantees, performance
guarantees and letters of credit created for the benefit of the Amalgamating Company,
whether or not included in the books of the Amalgamating Company and any assets,
right, title, interest, investments and properties acquired by the Amalgamating
Company after the Appointed Date but prior to the Effective Date shall also, without
any further act, instrument or deed stand transferred to and vested in and be deemed
to have been transferred to and vested in the Amalgamated Company upon the
coming into effect of this Scheme and with effect from the Appointed Date pursuant to
the provisions of Sections 391 to 394 of the Act and all other provisions of applicable
law, if any; and
29
(d) all the licenses, permits, entitlements, quotas, approvals, permissions, registrations,
incentives, tax deferrals, exemptions and benefits (including sales tax and service
tax), subsidies, concessions, grants, rights, claims, leases, tenancy rights, liberties,
special status and other benefits or privileges enjoyed or conferred upon or held or
availed of by the Amalgamating Company and all rights and benefits that have accrued
or which may accrue to the Amalgamating Company, whether on, before or after the
Appointed Date, including income tax benefits and exemptions shall, under the
provisions of Sections 391 to 394 of the Act and all other provisions of applicable law,
if any, without any further act, instrument or deed, cost or charge, be and stand
transferred to and vest in and/or be deemed to be transferred to and vested in and be
available to the Amalgamated Company so as to become licenses, permits,
entitlements, quotas, approvals, permissions, registrations, incentives, tax deferrals,
exemptions and benefits, subsidies, concessions, grants, rights, claims, leases,
tenancy rights, liberties, special status and other benefits or privileges of the
Amalgamated Company and shall remain valid, effective and enforceable on the same
terms and conditions.
6. Transfer of contracts, deeds, etc.
6.1. Upon the coming into effect of this Scheme and subject to the provisions of this Scheme, all
contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of
whatsoever nature, to which the Amalgamating Company is a party or to the benefit of which
the Amalgamating Company may be eligible, and which are subsisting or have effect
immediately before the Effective Date, shall continue in full force and effect against or in
favour, as the case may be, of the Amalgamated Company and may be enforced as fully and
effectually as if, instead of the Amalgamating Company, the Amalgamated Company had been
a party or beneficiary or obligee thereto.
6.2. Without prejudice to the other provisions of this Scheme and notwithstanding the fact that
vesting of the Amalgamating Undertaking occurs by virtue of this Scheme itself, the
Amalgamated Company may, at any time after the coming into effect of this Scheme, in
accordance with the provisions hereof, if so required under any law or otherwise, take such
actions and execute such deeds (including deeds of adherence), confirmations or other
writings or tripartite arrangements with any party to any contract or arrangement to which
any or both of the Amalgamating Company is a party or any writings as may be necessary in
order to give formal effect to the above provisions. The Amalgamated Company shall, under
the provisions of Part II of this Scheme, be deemed to be authorised to execute any such
documents on behalf of the Amalgamating Company and to carry out or perform all such
formalities or compliances referred to above on the part of the Amalgamating Company to be
carried out or performed.
6.3. For the avoidance of doubt and without prejudice to the generality of the foregoing, it is
clarified that upon the coming into effect of this Scheme, and with effect from the Appointed
Date, all consents, permissions, licenses, certificates, clearances, authorities, powers of
attorney given by, issued to or executed in favour of the Amalgamating Company shall stand
transferred to the Amalgamated Company as if the same were originally given by, issued to or
executed in favour of the Amalgamated Company, and the Amalgamated Company shall be
bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits
under the same shall be available to the Amalgamated Company. The Amalgamated Company
shall make applications to any governmental authority as may be necessary in this behalf.
7. Transfer of Amalgamating Company Liabilities
30
7.1. Upon the coming into effect of this Scheme and with effect from the Appointed Date, all debts,
liabilities, loans raised and used, obligations incurred, duties of any kind, nature or description
(including contingent liabilities) whatsoever and howsoever arising, raised or incurred or
utilised for its business activities and operations along with any charge, encumbrance, lien or
security thereon of the Amalgamating Company (“Amalgamating Company Liabilities”)
shall, pursuant to the sanction of this Scheme by the High Court and under the provisions of
Sections 391 to 394 of the Act and all other provisions of applicable law, if any, without any
further act or deed, be and stand transferred to and be deemed to be transferred to the
Amalgamated Company to the extent that they are outstanding as on the Effective Date and
shall become the debts, liabilities, loans, obligations and duties of the Amalgamated Company
on the same terms and conditions as were applicable to the Amalgamating Company, and the
Amalgamated Company shall meet, discharge and satisfy the same. Further, it shall not be
necessary to obtain the consent of any third party or other person who is a party to any
contract or arrangement by virtue of which such Amalgamating Company Liabilities have
arisen in order to give effect to the provisions of this Clause.
7.2. All debts, liabilities, duties and obligations of the Amalgamating Company shall, as on the
Appointed Date, whether or not provided in the books of the Amalgamating Company, and all
debts and loans raised and used, and duties, liabilities and obligations incurred or which arise
or accrue to the Amalgamating Company on or after the Appointed Date until the Effective
Date shall be deemed to be and shall become the debts, loans raised and used, duties,
liabilities and obligations incurred by the Amalgamated Company by virtue of this Scheme.
7.3. Without prejudice to the foregoing provisions of this Clause, upon the coming into effect of the
Scheme, all debentures, bonds, notes or other debt securities and other instruments of like
nature (whether convertible into equity shares or not), including the NCDs shall, pursuant to
the provisions of Sections 391 to 394 and other relevant provisions of the Act, without any
further act, instrument or deed, become the debt securities of the Amalgamated Company on
the same terms and conditions except to the extent modified under the provisions of this
Scheme and all rights, powers, duties and obligations in relation thereto shall be and stand
transferred to and vested in or be deemed to have been transferred to and vested in and shall
be exercised by or against the Amalgamated Company as if it was the issuer of such debt
securities, so transferred and vested. If the debt securities (including the NCDs) are listed on
any stock exchange, the same shall, subject to applicable law and regulations, be listed and/or
admitted to trading on the relevant stock exchanges in India where the debt securities were
listed and/or admitted to trading, on the same terms and conditions, subject to the
requirements, if any, imposed by the Stock Exchanges, unless otherwise modified in
accordance with applicable law.
7.4. Where any of the loans raised and used, debts, liabilities, duties and obligations of an
Amalgamating Company as on the Appointed Date have been discharged by the Amalgamating
Company prior to the Effective Date, such discharge shall be deemed to have been for and on
account of the Amalgamated Company.
7.5. All loans raised and utilised and all liabilities, duties and obligations incurred or undertaken by
the Amalgamating Company on or after the Appointed Date and prior to the Effective Date
shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the
Amalgamated Company and to the extent they are outstanding on the Effective Date, shall,
upon the coming into effect of this Scheme and under the provisions of Sections 391 to 394 of
the Act, without any further act, instrument or deed be and stand transferred to and vested in
and be deemed to have been transferred to and vested in the Amalgamated Company and
shall become the loans and liabilities, duties and obligations of the Amalgamated Company
which shall meet, discharge and satisfy the same.
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7.6. Loans, advances and other obligations (including any guarantees, letters of credit, letters of
comfort or any other instrument or arrangement which may give rise to a contingent liability
in whatever form), if any, due or which may at any time in future become due between the
Amalgamating Company and the Amalgamated Company shall, ipso facto, stand discharged
and come to an end and there shall be no liability in that behalf upon any party and the
appropriate effect shall be given in the books of accounts and records of the Amalgamated
Company.
7.7. All Encumbrances, if any, existing prior to the Effective Date over the assets of the
Amalgamating Company which secures or relate to the Amalgamating Company Liabilities
shall, after the Effective Date, without any further act, instrument or deed, continue to relate
and attach to such assets or any part thereof to which they are related or attached prior to the
Effective Date and as are transferred to the Amalgamated Company. Provided that if any of
the assets of the Amalgamating Company have not been Encumbered in respect of the
Amalgamating Company Liabilities, such assets shall remain unencumbered and the existing
Encumbrance referred to above shall not be extended to and shall not operate over such
assets. Further, such Encumbrances shall not relate or attach to any of the other assets of the
Amalgamated Company. The absence of any formal amendment which may be required by a
lender or trustee or third party shall not affect the operation of the above.
7.8. The existing Encumbrances over the other assets and properties of the Amalgamated
Company or any part thereof which relate to the liabilities and obligations of the Amalgamated
Company prior to the Effective Date shall continue to relate to such assets and properties and
shall not extend or attach to any of the assets and properties transferred to and vested in the
Amalgamated Company by virtue of this Scheme.
7.9. Without prejudice to the provisions of the foregoing Clauses and upon the effectiveness of this
Scheme, the Amalgamating Company and the Amalgamated Company shall execute any
instrument/s and/or document/s and/or do all the acts and deeds as may be required,
including the filing of necessary particulars and/or modification(s) of charge, with the
respective Registrar of Companies to give formal effect to the above provisions, if required.
7.10. Upon the coming into effect of this Scheme, the Amalgamated Company alone shall be liable
to perform all obligations in respect of the Amalgamating Company Liabilities, which have
been transferred to it in terms of this Scheme.
7.11. It is expressly provided that, save as mentioned in this Clause 7, no other term or condition of
the liabilities transferred to the Amalgamated Company as part of this Scheme is modified by
virtue of this Scheme except to the extent that such amendment is required by necessary
implication.
7.12. Subject to the necessary consents being obtained, if required, in accordance with the terms of
this Scheme, the provisions of this Clause 7 shall operate, notwithstanding anything to the
contrary contained in any instrument, deed or writing or the terms of sanction or issue or any
security document, all of which instruments, deeds or writings shall stand modified and/or
superseded by the foregoing provisions.
8. Legal, taxation and other proceedings
Upon the coming into effect of this Scheme, all suits, actions and other proceedings including
legal and taxation proceedings, whether civil or criminal (including before any statutory or
quasi-judicial authority or tribunal) by or against the Amalgamating Company whether
pending and/ or arising on or before the Effective Date shall be continued and/ or enforced by
or against the Amalgamated Company, as effectually and in the same manner and to the
same extent as if the same had been instituted and/or pending and/or arising by or against
the Amalgamated Company.
9. Amalgamating Company Employees
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9.1. Upon the coming into effect of this Scheme, all Amalgamating Company Employees as on the
Effective Date shall become the permanent employees of the Amalgamated Company, and,
subject to the provisions hereof, on terms and conditions not less favourable than those on
which they are engaged by the Amalgamating Company and without any interruption of, or
break in service as a result of the Amalgamation. The Amalgamated Company agrees that for
the purpose of payment of any compensation, gratuity and other terminal benefits, the past
services of such Amalgamating Company Employees and such benefits to which the
Amalgamating Company Employees are entitled in the Amalgamating Company, as the case
may be, shall also be taken into account, and the Amalgamated Company agrees and
undertakes to pay the same as and when payable.
9.2. In so far as the outstanding employee stock options granted by the Amalgamating Company to
its employees under the Amalgamating Company ESOP Schemes are concerned, the
Amalgamated Company shall, create an employee stock option scheme for the benefit of such
employees of the Amalgamating Company whereunder stock options shall be issued to such
employees taking into account the Share Exchange Ratio on the terms and conditions not less
favourable than those provided under the Amalgamating Company ESOP Schemes.
9.3. The options granted by the Amalgamated Company to the employees of the Amalgamating
Company in lieu of options granted to them under the Amalgamating Company ESOP Schemes
would be granted on the basis of the Share Exchange Ration i.e. for every 1 (one) option held
by an employee of the Amalgamating Company which entitle such employee to acquire 1
(one) share in the Amalgamating Company, such employee shall be conferred 1 (one) option
in the Amalgamated Company which shall entitle such employee to acquire 1 (one) equity
share in the Amalgamated Company.
9.4. For the purposes of calculating the time period between the granting and the vesting of
employee stock options issued by the Amalgamated Company to employees of the
Amalgamating Company pursuant to this Scheme, the Amalgamated Company shall take into
account the time period that has elapsed between the grant of the corresponding options by
the Amalgamating Company to such employees.
9.5. The exercise consideration payable for options granted by the Amalgamated Company to the
employees of the Amalgamated Company to the employees of the Amalgamating Company
shall be equivalent to the exercise consideration payable by such employee for such option
under the relevant Amalgamating Company ESOP Scheme.
9.6. The grant of options to the employees of the Amalgamating Company pursuant to this Scheme
shall be effected as an integral part of the Scheme and the shareholders approval of this
Scheme and the High Court sanctioning this Scheme shall be deemed approval of the
shareholders under Section 81(1A) of the Companies Act and SEBI (Employees Stock Option
Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as applicable.
9.7. It is clarified that save as expressly provided for in this Scheme, the Amalgamating Company
Employees who become the employees of the Amalgamated Company by virtue of this
Scheme, shall be entitled to the employment policies and shall be entitled to avail of any
schemes and benefits existing as on the Effective Date that may be applicable and available to
any of the other employees of the Amalgamated Company (including the benefits of or under
any employee stock option schemes applicable to or covering all or any of the other
employees of the Amalgamated Company), unless otherwise determined by the Amalgamated
Company. The Amalgamated Company undertakes to continue to abide by any
agreement/settlement, if any, entered into or deemed to have been entered into by the
Amalgamating Company with any of their employees.
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9.8. Insofar as the provident fund, gratuity fund, trusts, retirement fund or benefits and any other
funds or benefits created by the Amalgamating Company for its employees or to which the
Amalgamating Company are contributing for the benefit of their employees and other such
funds, trusts, the benefits of which the Amalgamating Company Employees enjoy (the
“Amalgamating Company Funds”), all the contributions made to such Amalgamating
Company Funds for the benefit of the Amalgamating Company Employees and the investments
made by the Amalgamating Company Funds in relation to the Amalgamating Company
Employees shall be transferred to the Amalgamated Company and shall be held for the benefit
of the Amalgamating Company Employees. In the event the Amalgamated Company has its
own funds in respect of any of the Amalgamating Company Funds, such contributions and
investments shall, subject to the necessary approvals and permissions and at the discretion of
the Amalgamated Company, be transferred to the relevant funds of the Amalgamated
Company. In the event that the Amalgamated Company does not have its own funds in
respect of any of the above or if deemed appropriate by the Amalgamated Company, the
Amalgamating Company may, subject to necessary approvals and permissions, maintain the
existing funds separately and contribute thereto until such time that the Amalgamated
Company creates its own funds, at which time the Amalgamating Company Funds and the
investments and contributions pertaining to the Amalgamating Company Employees shall be
transferred to the funds created by the Amalgamated Company.
9.9. In relation to those Amalgamating Company Employees for whom the Amalgamating Company
are making contributions to the government provident fund, the Amalgamated Company shall
stand substituted for such Amalgamating Company, for all purposes whatsoever, including
relating to the obligation to make contributions to the said fund in accordance with the
provisions of such fund, bye laws, etc. in respect of such Amalgamating Company Employees.
SECTION 2 – CONDUCT OF BUSINESS UNTIL EFFECTIVE DATE
10. The Amalgamating Company, with effect from the Appointed Date and up to and including the
Effective Date:
(i)shall be deemed to have been carrying on and to be carrying on all business and activities and
stand possessed of all the estates, assets, rights, title, interest, authorities, contracts,
investments and strategic decisions for and on account of, and in trust for, the
Amalgamated Company;
(ii)all profits and income accruing or arising to the Amalgamating Company, and losses and
expenditure or incurred by them (including taxes, if any, accruing or paid in relation to
any profits or income) shall, for all purposes, be treated as the profits, income, losses
or expenditure, as the case may be, of the Amalgamated Company; and
(iii)any of the rights, powers, authorities, privileges, attached, related or pertaining to the
Amalgamating Undertaking exercised by the Amalgamating Company shall be deemed
to have been exercised by such Amalgamating Company for and on behalf of, and in
trust for and as an agent of the Amalgamated Company. Similarly, any of the
obligations, duties and commitments attached, related or pertaining to the
Amalgamating Company that have been undertaken or discharged by the
Amalgamating Company shall be deemed to have been undertaken for and on behalf
of and as an agent for the Amalgamated Company.
11. Each of the Amalgamating Company and the Amalgamated Company undertake that they shall
preserve and carry on their business with reasonable diligence and business prudence. The
Amalgamating Company shall not, upto and including the Effective Date, undertake financial
commitments or sell, transfer, alienate, charge, mortgage, or encumber the Amalgamating
Undertaking, or any part thereof, and the Amalgamated Company shall not, upto and including
the Effective Date, undertake financial commitments or sell, transfer, alienate, charge,
mortgage, or encumber its business or assets, in each case, unless:
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(i) the prior written consent of the board of directors of the Amalgamated Company or
the Amalgamating Company, respectively, has been obtained in relation to any of the
above;
(ii) the same is in its ordinary course of business as carried on by it as on the date of filing
this Scheme with the High Court; or
(iii) the same is expressly permitted by this Scheme.
12. From the date on which the board of directors of each of the Companies approves the Scheme
and upto the Effective Date, the Amalgamating Company may make any change in its capital
structure in any manner whatsoever, including by the issuance of convertible warrants (“New
Warrants”) entitling the holders thereof to acquire shares in the Amalgamating Company.
13. All taxes (including, without limitation, income tax, wealth tax, sales tax, excise duty, customs
duty, service tax, VAT, etc.) paid or payable by the Amalgamating Company in respect of the
operations and/or the profits of the business before the Appointed Date, shall be on account of
the Amalgamated Company and, insofar as it relates to the tax payment (including, without
limitation, income tax, wealth tax, sales tax, excise duty, customs duty, service tax, VAT,
etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by the
Amalgamating Company in respect of the profits or activities or operation of the business with
effect from the Appointed Date, the same shall be deemed to be the corresponding item paid
by the Amalgamated Company, and, shall, in all proceedings, be dealt with accordingly.
14. The transfer and vesting of the assets, liabilities and obligations of the Amalgamating
Company and the continuance of the proceedings by or against the Amalgamated Company
under this Scheme shall not affect any transaction or proceedings already completed by the
Amalgamating Company on or before the Appointed Date to the end and intent that, subject
to the provisions of Section 2, the Amalgamated Company accepts all acts, deeds and things
done and executed by and/or on behalf of the Amalgamating Company as acts, deeds and
things done and executed by and on behalf of the Amalgamated Company.
SECTION 3 – REORGANISATION OF CAPITAL
15. The provisions of this Section 3 shall operate notwithstanding anything to the contrary in this
Scheme.
16. In consideration of the transfer and vesting of the Amalgamating Undertaking in, and the
amalgamation of the Amalgamating Company into, the Amalgamated Company in accordance
with the provisions of this Scheme and as an integral part of this Scheme, the share capital of
the Amalgamating Company and the Amalgamated Company shall be restructured and
reorganised in the manner set out as below.
17. Pursuant to the Scheme and upon its effectiveness, without any further act or deed, the
authorised share capital of the Amalgamated Company shall stand sub-divided into 5 (five)
equity shares of face value Rs. 2/- (Rupees Two Only) each and the share capital of the
Amalgamated Company shall be increased. The existing capital clause contained in the
Memorandum of Association of the Amalgamated Company shall, upon the coming into effect
of this Scheme, without any further act or deed be replaced in the following manner:
“The Authorised Capital of the Company is Rs. 16,000,000,000 (Rupees Sixteen Billion only)
divided into 3,000,000,000 (Three Billion) Equity Shares of Rs.2/- (Rupees Two only) each,
and 1,000,000,000 (One Billion) Preference Shares of Rs. 10/- (Rupees Ten only) each.”
18. It is hereby clarified that for the purposes of this Clause 18, the consent of the shareholders of
the Amalgamated Company to the Scheme shall be deemed to be sufficient for amendment of
the memorandum of association of the Amalgamated Company and no further resolutions
under Section 16, Section 31, Section 94 or any applicable provisions of the Act would be
required to be separately passed.
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19. The Amalgamated Company shall file the requisite forms with the Registrar of Companies with
regard to alteration of its authorised share capital, pursuant to this Scheme.
20. In consideration of the transfer and vesting of the Amalgamating Undertaking in the
Amalgamated Company, and the amalgamation of the Amalgamating Company into the
Amalgamated Company, pursuant to Section 2 of this Scheme, the Amalgamated Company
shall, upon the Scheme coming into effect without any further application, act or deed, issue
and allot:
(i) to the equity shareholders of the Amalgamating Company whose names are recorded
in the register of members and the records of the depositary of the Amalgamating
Company, on the Record Date, equity shares of the Amalgamated Company, in the
ratio (the “Share Exchange Ratio”) of 1 (one) equity share in the Amalgamated
Company of face value Rs. 2/- (Rupees Two Only) credited as fully paid up for every 1
(one) equity share of face value Rs. 2/- (Rupees Two Only) each fully paid up held by
such member in the Amalgamating Company on the Record Date;
(ii) to the holders of Warrants of the Amalgamating Company whose names are recorded
in the records of the depositary of the Amalgamating Company, on the Record Date,
warrants of the Amalgamated Company, in the ratio of 1 (one) warrant in the
Amalgamated Company for every 1 (one) Warrant held in the Amalgamating Company
on the Record Date, such that the holders of Warrants, will have the option to apply
for and be allotted 1 (one) equity share of the Amalgamated Company for each
warrant held in the Amalgamated Company;
(iii) an appropriate number of warrants against the New Warrants outstanding on the
Record Date, based on the Share Exchange Ratio and on the same terms and
conditions as attached to the New Warrants.
21. The Amalgamated Company shall make commercially reasonable efforts, subject to applicable
law, to issue and allot warrants to the holders of Warrants, pursuant to Clause 20(ii) of this
Scheme, on same terms and conditions attached to the Warrants.
22. It is hereby clarified that if, on the date on which the Amalgamated Company shall issue
warrants to holders of Warrants pursuant to Clause 20, any holder of Warrants has exercised
the right to convert such Warrants to equity shares but has not paid the exercise price for such
conversion, then such holder of Warrant shall be issued Warrants by the Amalgamated
Company in the ratio provided in Clause 20 (ii) and the exercise price for conversion of such
warrants shall be payable to the Amalgamated Company, which shall, on payment of such
exercise price, issue shares in the Amalgamated Company in accordance with the Share
Exchange Ratio. However, if the exercise price is paid by such holder of the Warrants on the
date of issuance of equity shares by the Amalgamated Company pursuant to Clause 20(i) of
this Scheme, such holder of the Warrants shall be issued shares in the Amalgamated Company
based on the Share Exchange Ratio.
23. Upon this Scheme becoming effective, the issued, subscribed and paid-up share capital of the
Amalgamated Company shall stand suitably increased consequent upon the issuance of new
equity shares in accordance with Clause 20 above. It is clarified that no special resolution
under Section 81(1A) or under Section 94 of the Act shall be required to be passed by the
Amalgamated Company separately in a general meeting for issue of shares to the members of
the Amalgamating Company under this Scheme and for the increase in the authorized share
capital of the Amalgamated Company and upon the shareholders of the Amalgamated
Company approving this Scheme, it shall be deemed that they have given their consent to the
issue of equity shares of the Amalgamating Company to the members of the Amalgamated
Company in the Share Exchange Ratio.
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24. The shares issued to the members of the Amalgamating Company pursuant to the above
Clause 20 above shall be issued in dematerialized form by the Amalgamated Company, unless
otherwise notified in writing by the shareholders of the Amalgamating Company to the
Amalgamated Company on or before such date as may be determined by the board of
directors of the Amalgamated Company or a committee thereof. In the event that such notice
has not been received by the Amalgamated Company in respect of any of the members of the
Amalgamating Company, the shares shall be issued to such members in dematerialized form,
provided that the members of the Amalgamating Company shall be required to have an
account with a depository participant and shall provide details thereof and such other
confirmations as may be required. It is only thereupon that the Amalgamated Company shall
issue and directly credit the dematerialized securities to the account of such member with the
shares of the Amalgamated Company. In the event that the Amalgamated Company has
received notice from any member that shares are to be issued in certificate form or if any
member has not provided the requisite details relating to the account with a depository
participant or other confirmations as may be required, then the Amalgamated Company shall
issue shares in certificate form to such member.
25. In the event of there being any pending share transfers, whether lodged or outstanding, of
any shareholder of the Amalgamating Company, the board of directors of the Amalgamated
Company or any committee thereof shall be empowered in appropriate cases, prior to or even
subsequent to the Effective Date, to effectuate such a transfer in the Amalgamated Company
as if such changes in registered holder were operative as on the Effective Date, in order to
remove any difficulties arising to the transferor of the shares in the Amalgamating Company
and in relation to the shares issued by the Amalgamating Company after the effectiveness of
this Scheme. The board of directors of the Amalgamated Company shall be empowered to
remove such difficulties as may arise in the course of implementation of this Scheme and
registration of new members in the Amalgamated Company on account of difficulties faced in
the transaction period.
26. The equity shares of the Amalgamated Company, if any, held by the Amalgamating Company
on the Effective Date shall be cancelled upon the date of allotment of shares pursuant to
Clause 20, without any further act or deed, and no shares of the Amalgamated Company shall
be issued in lieu thereof. Any difference arising out of cancellation of the amount of
investment held by the amalgamating company in the amalgamated company and the
cancellation of face value of share capital in the amalgamated company shall be adjusted
against the share premium account . The order of the High Court sanctioning the Scheme will
be deemed to be an order under section 102 of the Act.
27. Equity Shares and Warrants of the Amalgamated Company issued in terms of Clause 20 above
shall, subject to receipt of necessary approvals, be listed and/or admitted to trading on the
Stock Exchanges. The shares and the Warrants allotted pursuant to Section 3 of this Scheme
shall remain frozen in the depositaries system until listing/trading permission is given by the
Stock Exchanges. Further, except as provided in the Scheme, there shall be no change in the
shareholding pattern or control of the Amalgamated Company between the Record Date and
the listing of the shares of the Amalgamated Company on the relevant stock exchanges.
28. Unless otherwise determined by the board of directors or any committee thereof of the
Amalgamated Company and the board of directors or any committee thereof of the
Amalgamating Company, issuance of shares, Warrants and New Warrants in terms of Clause
20 of this Scheme shall be undertaken within 90 (ninety) days from the Effective Date.
29. It is clarified that the lock-in in relation to the equity shares of the Amalgamating Company
held by its promoters, if any, shall mutatis mutandis apply for the remaining period of such
lock-in to the equity shares of the Amalgamated Company issued pursuant to Clause 20 hereof
in lieu of such equity shares of the Amalgamating Company. If any equity shares issued by the
Amalgamated Company pursuant to this Scheme are required to be locked-in under applicable
Law, such equity shares shall be placed under lock-in for the period prescribed under
applicable Law.
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30. Upon the coming into effect of this Scheme and the issuance of shares in the Share Exchange
Ratio by the Amalgamated Company pursuant to the provisions of Clause 20 above, the Amalgamated
Company shall issue, as promptly as practicable, an appropriate number of underlying shares, in
accordance with the Share Exchange Ratio, to the Depositary. The Amalgamated Company shall, prior
to the Effective Date, enter into appropriate arrangements with a depositary (the “Amalgamated
Company Depositary”) appointed by the Amalgamated Company pursuant to a deposit agreement
entered into between the Amalgamated Company and the Amalgamated Company Depositary (the
“Amalgamated Company Deposit Agreement”), for either (a) the issuance of GDRs representing
such shares (the “Amalgamated Company GDRs”) to holders of IBFSL GDRs in the ratio of 1 (one)
Amalgamated Company GDR for every 1 (one) IBFSL GDR, in accordance with the deposit agreement
entered into between the Amalgamating Company and the Depositary (the “Deposit Agreement”),
or (b) the transfer of IBFSL GDRs to the Amalgamated Company.
31. The Amalgamated Company, the Amalgamated Company Depositary, the Amalgamating Company
and/or the Depositary shall, enter into such further documents and take such further actions as may
be deemed necessary or appropriate by the Amalgamated Company and/or the Amalgamating
Company and the Amalgamated Company Depositary, including, but not limited to, amending the
Deposit Agreement, disseminating to existing IBFSL GDR holders certain notices, certifications and
information containing details of the Scheme, the issuance of the Amalgamated Company GDRs or the
transfer of IBFSL GDRs to the Amalgamated Company (as the case may be) and/or certain information
relating to the Amalgamated Company and obtaining from the existing IBFSL GDR holders, and
providing to the Amalgamated Company and the Amalgamated Company Depositary, certain
information relating to the existing IBFSL GDR holders.
32. Except in the case of transfer of IBFSL GDRs to the Amalgamated Company, the Amalgamated
Company GDRs issued pursuant to Clause 30 above shall not be listed unless required by any binding
contract, regulations or laws, in which event the same may be listed on the Luxembourg Stock
Exchange and the Amalgamated Company shall take such additional steps and do all such acts, deeds
and things as may be necessary for purposes of listing the Amalgamated Company GDRs.
33.Notwithstanding anything to the contrary in Clause 30 to 32 above, the Amalgamated Company
may elect, in its sole discretion, to cash out existing IBFSL GDR holders in lieu of issuing the
Amalgamated Company GDRs. If the Amalgamated Company elects to cash out IBFSL GDR holders,
then the shares issued by the Amalgamated Company to the Depositary which represent the
entitlement of the IBFSL GDR holders shall be sold by the Depositary or the Amalgamated Company
Depositary as applicable, in the open market and the net sales proceeds (after the deduction of taxes
and expenses incurred) shall be distributed to the Depositary for further distribution to the IBFSL GDR
holders in the same proportion as their entitlements. The Amalgamated Company, the Amalgamated
Company Depositary, the Amalgamating Company and/or the Depositary shall enter into such further
documents and take such further actions as may be necessary or appropriate in this behalf and to
enable the actions contemplated herein.
34. The Amalgamated Company GDRs and the equity shares underlying the Amalgamated Company
GDRs and the shares of the Amalgamated Company issued pursuant to the Scheme will not be
registered under the United States Securities Act of 1933, as amended (the “Securities Act”) , in
reliance upon the exemption from registration contained in Section 3(a)(10) of the Securities Act. In
order to avail of this exemption, the Amalgamated Company will rely on the approval of the Scheme
by the High Court of Delhi following the hearing by the High Court on the fairness of the terms and
conditions of the Scheme as required by Section 3(a)(10) of the Securities Act. The Amalgamated
Company may elect, in its sole discretion, to also rely upon any other applicable exemption from the
registration requirements of the Securities Act - or any other exemption under applicable law that the
Amalgamated Company may elect to rely upon.
35. Accounting treatment in the books of the Amalgamated Company
Upon the Effective Date, the Amalgamated Company shall account for the amalgamation in its books
of accounts as under:
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35.1 All the assets and liabilities of the Amalgamating Company transferred to the Amalgamated
Company shall become the assets and liabilities of the Amalgamated Company and shall be
recorded at their book values as appearing in the books of the Amalgamating Company.
35.2 All the reserves of the Amalgamating Company shall be recorded in the books of the
Amalgamated Company in the same form in which they appeared in the books of the
Amalgamating Company.
35.3 The Amalgamated Company shall credit to its share capital account, the aggregate face
value of the equity shares issued by it pursuant to this Scheme.
35.4 The difference between the amount recorded as share capital issued by the Amalgamated
Company (plus any additional consideration in the form of cash or other assets) and the
amount of share capital of the Amalgamating Company shall be adjusted in reserves in the
books of the Amalgamated Company.
35.5 In case of any differences in accounting policies between the Amalgamated Company and
the Amalgamating Company, the impact of the same until the Appointed Date shall be
computed in accordance with Accounting Standard AS 5 Net Profit or Loss for the Period,
Prior Period Items and Changes in Accounting Policies, and adjusted in the reserves of the
Amalgamated Company.
PART III – GENERAL TERMS AND CONDITIONS
36. The Companies shall make necessary applications before the High Court for the sanction of this
Scheme under Sections 391 to 394 of the Act.
37. The Companies (by their respective board of directors), either by themselves or through a
committee appointed by them in this behalf, may jointly and as mutually agreed in writing:
(i) in their full and absolute discretion, assent to any alteration(s) or modification(s) to
this Scheme which a High Court may deem fit to approve or impose, and/or effect any
other modification or amendment jointly and mutually agreed in writing, including,
without limitation, any modifications to the accounting treatment set out in this
Scheme or to the matters set forth in this Scheme, and to do all acts, deeds and
things as may be necessary, desirable or expedient for the purposes of this Scheme;
(ii) to give such directions (acting jointly) as may be mutually agreed in writing as they
may consider necessary to settle any question or difficulty arising under this Scheme
or in regard to and of the meaning or interpretation of this Scheme or implementation
thereof or in any matter whatsoever connected therewith (including any question or
difficulty arising in connection with any deceased or insolvent shareholders, depositors
or debenture holders of the respective companies), or to review the position relating
to the satisfaction of various conditions of this Scheme and if necessary, to waive any
of those (to the extent permissible under law);
(iii) in their full and absolute discretion and by mutual agreement in writing, modify, vary
or withdraw this Scheme prior to the Effective Date in any manner at any time;
(iv) to determine jointly by mutual agreement in writing whether any asset, liability,
employee, legal or other proceedings pertains to the Amalgamating Company, on the
basis of any evidence that they may deem relevant for this purpose.
38. The Amalgamating Company shall stand dissolved without winding-up, with effect from the
Effective Date.
39. Upon the coming in to effect of this Scheme, the following objects shall be added to Clause III of
the Memorandum of Association of the Amalgamated Company (relating to the main objects for which
the company has established) pursuant to Section 17 of the Act:
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“5. To advance money to any person or persons, company or corporation, society or
association, for long term, either at interest or without, and / or with or without any security
for the purpose of enabling such borrower to construct or purchase a house or flat for
residential purposes and on such terms and conditions as the Company may deem fit and also
to provide long term finance to the persons, engaged in the business of constructions of
houses or flats for residential purpose to be sold by them by way of hire purchase or on
deferred payment or other similar basis, upon such terms and conditions, as the Company
may deem fit.
6. To receive loans of every description from the public, Government agencies, financial
institutions and corporate bodies.
7. To hold investments in various step-down subsidiaries.
8. To carry on the business of making loans and advances, financing and investment
advisory services, upon such terms and conditions, as the Company may deem fit.”
40. It is hereby clarified that for the purposes of this Clause, the consent of the shareholders of the
Amalgamated Company to the Scheme shall be deemed to be sufficient for amendment of the
memorandum of association and the articles of association of the Amalgamated Company and no
further resolutions under Section 16, Section 31 and Section 94 or any applicable provisions of the Act
would be required to be separately passed.
41. Pursuant to this Scheme, the Amalgamated Company shall file the requisite forms with the
Registrar of Companies for alteration of its memorandum of association and the articles of association.
42. Severability
If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall not,
subject to the mutual agreement of the Companies in writing, affect the validity or implementation of
the other parts and/or provisions of this Scheme.
43. Resolutions
Upon the coming into effect of this Scheme, the resolutions, if any, of the Amalgamating Company
subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as
resolutions of the Amalgamated Company and if any such resolutions have any monetary limits
approved under the provisions of the Act, or any other applicable statutory provisions, then the said
limits shall be added to the limits, if any, under like resolutions passed by the Amalgamated Company
shall constitute the aggregate of the said limits in the Amalgamated Company
44. The coming into effect of this Scheme is conditional upon and subject to:
(i) this Scheme being approved by the respective requisite majorities of the various
classes of members and creditors (where applicable) of the Companies as required
under the Act and the requisite orders of the High Court being obtained;
(ii) the certified copies of the orders of the High Court approving this Scheme being filed
with the jurisdictional Registrar of Companies;
(iii) such approvals and sanctions and approvals including sanction of any governmental
authority as may be required by law in respect of this Scheme being obtained.
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45. In the event of this Scheme does not come into effect by September 30, 2013, this Scheme shall
stand revoked, cancelled and be of no effect and become null and void and in that event no rights and
liabilities whatsoever shall accrue to or be incurred inter se by the parties or their shareholders or
creditors or employees or any other person. In such case each party shall bear its own costs, charges
and expenses or shall bear costs, charges and expenses as may be mutually agreed.
46. Each party shall bear its own costs, charges, levies and expenses in relation to or in connection
with or incidental to this Scheme until the date of sanction of this Scheme by the High Court.
47. Annexure A
Investment held in: Conducting the business of:
Indiabulls Finance Company Pvt Ltd Non - banking financial activities
Indiabulls Capital Services Limited Providing financial services
Indiabulls Life Insurance Company
Limited
Life insurance business
Indiabulls Infrastructure Credit Limited Non - banking financial activities
Ibulls Sales Limited Providing consultancy services in
relation to finance and loans
Indiabulls Advisory Services Limited Providing consultancy services in
relation to finance and loans
Indiabulls Collection Agency Ltd Debt collection and acting as recovery
agents
Indiabulls Asset Holding Company
Limited
Financing, borrowing, lending, holding
investments
Indiabulls Asset Management Company
Limited
Management of mutual funds, venture
capital funds, etc., acquisition of funds
therefor and acting as financial advisors
and investment advisors
Indiabulls Trustee Company Limited Acting as trustees for mutual funds,
offshore funds, etc.
Indiabulls Alternative Asset
Management Private Limited
Asset/portfolio management
Indiabulls Insurance Advisors Ltd Consultancy services in relation to
finance
Indiabulls Holdings Limited Providing investment and fund
management services
Indiabulls Asset Reconstruction
Company Limited
Business of Asset Reconstruction
41
SUMMARY FINANCIAL AND OPERATING INFORMATION
The following summary financial information is derived from our audited financial statements for the
financial years ended March 31, 2013, 2012, 2011, 2010 and 2009, which have been prepared in
accordance with the Indian GAAP/GAAS and the applicable provision of the Companies Act, 1956, as
described in the Auditor?s Report in the section titled “Financial Information of our Company”
beginning on page 119 of this Information Memorandum.
The summary financial information presented below should be read in conjunction with the financial
informations, the notes thereto included in the section titled “Financial Information of our Company”
beginning on page 119 of this Information Memorandum.
Restated Standalone Summary Statement of Assets and Liabilities
Particulars Note
No
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
I. EQUITY
AND
LIABILITIES
(1)
Shareholder's
Funds
Share Capital 3
62,50,22,334
1,55,68,96,560
1,55,68,96,560
1,35,00,00,000
1,35,00,00,000
Reserves and
Surplus
4
47,63,71,90,332
7,99,40,46,332
5,77,80,89,939
2,20,34,51,659
2,01,28,62,316
Money
received
against share
warrants
5
1,12,81,50,000
-
-
-
-
(2) Non-
Current
Liabilities
Long-term
borrowings
6
1,82,34,45,98,867
44,96,25,77,777
22,81,94,44,444
6,11,04,33,366
2,49,35,25,969
Deferred tax
liabilities (Net)
7
-
-
-
7,50,47,188
14,20,74,002
Other Long-
term liabilities
8
7,83,79,523
2,32,548
2,21,998
-
-
Long-term
provisions
9
3,66,95,33,718
37,57,08,478
11,18,40,747
4,60,46,506
4,16,37,581
(3) Current
Liabilities
Short-term
borrowings
10
63,81,01,39,094
13,12,58,27,156
1,26,16,17,511
1,02,96,57,530
1,46,82,84,306
Trade
payables
11
2,85,29,227
10,63,764
12,76,947
22,66,382
5,73,332
Other current
liabilities
12
77,94,70,55,331
6,13,88,39,587
4,37,25,80,721
3,41,86,93,852
2,10,83,35,006
Short-term
provisions
13
8,21,52,69,504
20,81,72,052
28,97,49,614
3,63,07,347
3,99,91,155
Total
3,85,48,38,67,930
74,36,33,64,254
36,19,17,18,481
14,27,19,03,830
9,65,72,83,667
II.ASSETS
(1) Non-
current assets
Fixed assets 14(a
to e)
(i) Tangible
assets
44,07,40,721
5,89,28,602
5,67,81,962
3,40,16,740
2,92,22,361
42
(ii) Intangible
assets
85,19,726
8,54,265
13,16,249
47,48,802
87,58,623
Non-current
investments
15
3,24,92,50,000
-
-
-
-
Deferred tax
assets (net)
16
1,63,16,88,292
10,65,03,091
3,29,39,174
-
-
Long-term
loans and
advances
17
2,63,16,98,92,344
67,96,35,81,997
32,89,05,26,787
7,57,53,83,283
6,78,45,10,886
Other non-
current assets
18
4,83,72,87,544
1,83,93,699
15,45,54,930
14,49,12,934
-
(2) Current
assets
Current
investments
19
21,68,61,77,570
43,00,00,000
1,31,46,45,888
3,73,05,17,256
58,01,07,025
Trade
receivables
20
1,80,72,196
-
-
-
-
Cash and bank
balances
21
48,45,52,68,974
82,30,41,463
6,85,37,351
1,70,30,98,758
32,18,66,217
Short-term
loans and
advances
22
38,46,64,66,458
4,14,54,38,621
1,38,51,65,653
94,90,00,333
1,45,98,61,640
Other current
assets
23
3,52,05,04,105
81,66,22,516
28,72,50,487
13,02,25,724
47,29,56,915
Total
3,85,48,38,67,930
74,36,33,64,254
36,19,17,18,481
14,27,19,03,830
9,65,72,83,667
Note:
-
-
-
-
-
The above statement should be read with the Notes to the Restated Standalone Summary Statement of Assets
and Liabilities, Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in
Annexure – IV.
Restated Standalone Summary Statement of Profit and Loss
Particulars Note
No
Year ended
March 31,
2013
Year ended
March 31,
2012
Year ended
March 31,
2011
Year ended
March 31,
2010
Year ended
March 31,
2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(1) Revenue
from operations
24
46,58,06,30,195
7,85,50,67,529
3,10,23,90,068
1,77,17,47,331
1,80,82,99,021
(2) Other
income
25
48,13,73,265
3,44,46,504
7,14,44,816
79,274
1,06,635
(3) Total
revenue (1+2)
47,06,20,03,460
7,88,95,14,033
3,17,38,34,884
1,77,18,26,605
1,80,84,05,656
(4) Expenses
Employee
benefit expense
26
2,03,62,24,930
12,03,16,575
20,47,62,901
24,39,76,655
25,09,46,919
Interest and
Finance charges
27
26,03,58,24,918
3,80,69,28,096
1,35,25,81,188
80,74,61,149
72,71,57,389
Depreciation
and
amortisation
expense
14(a
to e)
9,21,10,194
1,05,51,594
1,61,91,680
1,04,81,849
98,66,717
Other
expenses
28
2,85,66,76,868
49,90,56,859
50,88,33,196
45,57,47,914
53,82,07,778
Total expenses
31,02,08,36,910
4,43,68,53,124
2,08,23,68,965
1,51,76,67,567
1,52,61,78,803
(5) Profit before
tax (3-4)
16,04,11,66,550
3,45,26,60,909
1,09,14,65,919
25,41,59,038
28,22,26,853
(6) Tax expense
Current tax
43
expense 3,61,94,80,524 1,02,63,51,468 41,11,78,091 13,71,21,680 23,51,54,140
Deferred tax
charge/(credit)
(Net)
14,26,16,472
(7,35,63,917)
(10,79,86,362)
(6,70,26,814)
(17,65,13,351)
Total Tax
Expense
3,76,20,96,996
95,27,87,551
30,31,91,729
7,00,94,866
5,86,40,789
(7) Profit after
tax (5-6)
12,27,90,69,554
2,49,98,73,358
78,82,74,190
18,40,64,172
22,35,86,064
(8) Restated
Adjustments
(Refer
Note 42)
1,00,353
(1,55,876)
67,39,470
(65,25,171)
(25,39,780)
(9) Adjusted
Profit after tax
(7-8)
12,27,89,69,201
2,50,00,29,234
78,15,34,720
19,05,89,343
22,61,25,844
(10) Earnings
per Equity
share as
restated:
34
Basic
39.34
16.06
5.71
1.41
1.68
Diluted
38.12
16.06
5.71
1.41
1.68
Face value per
Equity share
2.00
10.00
10.00
10.00
10.00
Note:
The above statement should be read with the Notes to the Restated Standalone Summary Statement of Assets
and Liabilities, Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in
Annexure – IV.
Restated Standalone Summary Statement of Cash Flows
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
ended March
31, 2011
For the Year
ended March
31, 2010
For the Year
ended March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
A Cash flows from
operating
activities :
Profit before tax
as restated
16,04,11,66,550 3,45,26,60,909 1,09,14,65,919 25,41,59,038 28,22,26,853
Adjustments for:
Employee Stock
Compensation
75,63,100
-
- - -
Provision for
Gratuity
84,01,930 (53,80,115) 25,85,126 10,97,109 30,90,814
Provision for
Compensated
Absences
31,40,745 (22,00,582) 5,88,567 6,55,914 16,05,692
Provision for
Superannuation
9,79,72,503
-
- - -
44
Provision for
Loan Assets
32,35,12,490 3,83,33,310 2,26,09,943 (7,64,92,963) 2,07,78,809
Contingent
Provisions
against Standard
Assets
22,36,68,551
7,06,88,886
6,32,35,736
- -
Depreciation /
Amortisation
9,21,10,194 1,05,51,594 1,61,91,680 1,04,81,849 98,66,717
Bad debts
/Advances
written off
66,81,54,038 8,53,62,258 5,87,39,299 - -
Investment
written off (Net)
73,94,643 - - - -
Loss on sale of
Fixed Assets
41,58,906 9,92,001 10,945 12,38,246 2,41,162
(Unrealised) /
Realised gains on
appreciation of
Mutual Fund
Investments
(Current
Investments)
(15,13,896) 18,16,070 (15,73,444) - -
Operating Profit
before working
capital changes
17,47,57,29,754 3,65,28,24,331 1,25,38,53,771 19,11,39,193 31,78,10,047
Adjustments for:
Trade and Other
Receivables
1,18,29,77,653 (44,28,83,210) (15,82,941) 42,96,20,309 50,36,48,820
Loans and
Advances
(49,91,72,57,844) (37,91,26,57,732) (26,01,20,18,924) (41,08,94,617) (81,34,65,823)
Trade Payables
and other
liabilities
(Refer Note
2 below)
4,39,60,73,556 1,72,67,45,122 1,04,39,55,877 55,40,88,325 (1,09,07,81,256)
Cash used in
operations
(26,86,24,76,881) (32,97,59,71,489) (23,71,57,92,217) 76,39,53,210 (1,08,27,88,212)
Income taxes
paid (Net)
(2,92,11,27,383) (1,08,90,19,031) (16,34,07,961) (15,67,32,732) (24,34,63,605)
Net cash (used
in) /generated
from operating
activities
(29,78,36,04,264) (34,06,49,90,520) (23,87,92,00,178) 60,72,20,478 (1,32,62,51,817)
45
B Cash flows from
investing
activities
Purchase of Fixed
Assets
(11,27,20,777) (1,37,21,207) (3,60,54,108) (1,26,79,703) (6,39,674)
Sale of Fixed
Assets
51,70,553 4,92,956 5,18,814 1,75,050 4,44,676
Capital Advances 2,44,677 68,89,537 (64,90,962) 6,82,756 (911,506)
Proceeds from
deposit accounts
- - 19,01,31,903 - -
Investment in
deposit accounts
(2,82,98,31,814) (47,22,23,080) 1,91,24,000 - -
Investments in
Subsidiaries/Long
term
Investments
(2,02,50,00,000) - - - -
Proceeds from
long term
Investment
written off
(Refer Note
15(7))
2,96,157 - - - -
Proceeds from
Investments in
Mutual Funds /
Other Current
Investments
(Net)
2,32,81,21,441 (43,00,00,000) - - -
Net cash (used
in) / generated
from investing
activities
(2,63,37,19,763) (90,85,61,794) 16,72,29,647 (1,18,21,897) (11,06,504)
C Cash flows from
financing
activities
Proceeds from
Issue of Equity
Share through
ESOPs (Including
Securities
Premium)
6,81,87,021 - 3,00,00,00,120 - -
Proceeds from
Issue of Share
Warrants
1,12,81,50,000 - - - -
Distribution of
Equity Dividends
(7,43,10,26,841) - - - -
46
(including
Corporate
Dividend Tax
thereon)
Debenture issue
expenses
(96,29,62,366) (10,36,50,561) - - -
Short term Loans
to Subsidiary
(1,40,00,00,000) - - - -
Proceeds from
Short term Loans
(Net)
- (28,00,00,000) - (60,50,48,000) 23,50,48,000
Proceeds from
Term loans-(Net)
17,14,76,90,906 21,80,74,44,444 16,54,35,74,470 1,72,48,70,967 2,48,20,65,098
(Repayment of) /
Proceeds from
issue of
Commercial
Papers (Net)
(2,96,50,00,000) 6,87,50,00,000 (50,00,00,000) 50,00,00,000 -
Net proceeds
from Issue of
Secured
Redeemable
Non-Convertible
Debentures
23,45,39,18,000 2,12,50,00,000 7,50,00,000 2,65,00,00,000 -
Proceeds from
issue of
Unsecured Non
Convertible
Debentures
- 3,00,00,00,000 - - -
Net proceeds
from issue of
Subordinated
Debt
5,33,38,00,000 1,25,00,00,000 - - -
Proceeds from
issue of
Perpetual Debt
1,00,00,00,000 - - - -
Net proceeds
from Working
capital loans
13,50,00,00,000 (73,07,90,355) 73,15,21,625 (33,35,78,776) (90,69,24,129)
Net cash
generated from
financing
activities
48,87,27,56,720 33,94,30,03,528 19,85,00,96,215 3,93,62,44,191 1,81,01,88,969
D Net Increase/
Decrease in cash
and cash
16,45,54,32,693 (1,03,05,48,786) (3,86,18,74,316) 4,53,16,42,772 48,28,30,648
47
equivalents
(A+B+C )
E Cash and cash
equivalents at
the beginning of
the year
35,08,18,383 1,38,13,67,169 5,24,32,41,485 71,18,41,339 22,90,10,691
Cash and cash
equivalents
received on
merger under
Scheme of
Arrangement
48,83,99,28,555
F Cash and cash
equivalents at
the end of the
year (D + E)
(Refer Note 5
below)
65,64,61,79,631 35,08,18,383 1,38,13,67,169 5,24,34,84,111 71,18,41,339
48
Notes:
1. The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting
Standard (AS) - 3 on 'Cash Flow Statements', as notified under the Companies (Accounting Standards)
Rules, 2006, as amended.
2. Trade payables and other liabilities include Rs. 2,10,84,02,244 (2011-12 Rs. 6,34,59,837, 2010-11 Rs.
11,91,46,077, 2009-10 Rs. 24,75,90,202, 2008-09 Rs.12,13,36,022) being amount payable on assigned
loans.
3. Margin Deposits of Rs. 4,72,95,85,347 (2011-12 Rs. 19,05,48,758, 2010-11 Rs. Nil, 2009-10 Rs. Nil,
2008-09 Rs. 19,01,31,903) have been placed as collateral for Assignment deals on which assignees have a
paramount lien.
4. Deposits of Rs. 39,77,205 (Previous Year Rs. Nil) are under lien with Bank.
5. Cash and cash equivalents at the end of the year include:
Cash and Bank
Balances (Refer
Note 21)
48,45,52,68,974
82,30,41,463
6,85,37,351
1,70,30,98,758
32,18,66,217
Current
Investments in
Units of Mutual
Funds / Other
Current
Investments
considered as
temporary
deployment of
funds
(Refer Note 19)
17,55,61,77,570
-
1,31,46,45,888
3,73,05,17,256
58,01,07,025
66,01,14,46,544
82,30,41,463
1,38,31,83,239
5,43,36,16,014
90,19,73,242
Less: In deposit
accounts having
maturity of more
than 3 months
36,34,57,207
47,22,23,080
-
19,01,31,903
19,01,31,903
Less: Unrealised
gains on
appreciation of
Mutual Fund
Investments
(Current
Investments)
18,09,706
-
18,16,070
-
-
Cash and cash
equivalents as
restated
65,64,61,79,631
35,08,18,383
1,38,13,67,169
5,24,34,84,111
71,18,41,339
6. Unclaimed Dividend account balance in designated bank accounts are not available for use by the
Company.
(Refer Note 21)
49
7. Previous Year's figures are regrouped wherever considered necessary to conform with Current Year's
groupings and classification
8. Figures from the year ended March 31, 2009 to March 31, 2012 are not comparable with figures for the
period ended March 31, 2013 due to the Scheme of Arrangement between the Company and the erstwhile
Holding company
(Refer Note 39)
Note:
The above statement should be read with the Notes to the Restated Standalone Summary Statement of Assets
and Liabilities, Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in
Annexure – IV.
50
Note No. As at March 31, 2013
Amount (Rs.)
3 62,50,22,334
4 49,93,26,06,625
5 1,12,81,50,000
3(viii) 1,44,87,11,226
6 1,82,34,45,98,867
7 7,83,79,523
8 3,69,98,98,484
9 65,81,01,39,094
10 2,85,29,227
11 77,94,34,71,270
12 8,24,86,67,870
3,91,28,81,74,520
13
44,43,42,423
1,13,33,882
4,00,000
14 15,15,55,854
15 1,64,12,86,277
16 2,71,54,75,48,721
17 4,83,72,87,544
18 22,92,73,39,063
19 2,24,47,293
20 48,88,18,06,215
21 37,26,04,59,122
22 3,56,23,68,126
3,91,28,81,74,520
Other current assets
Total
Note: The above statement should be read with the Notes to the Restated Consolidated
Summary Statement of Assets and Liabilities, Summary Statement of Profit and Loss and
Summary Statement of Cash Flows as appearing in Annexure – VIII.
Current investments
Trade receivables
Cash and bank balances
Short-term loans and advances
Deferred tax assets (net)
Long-term loans and advances
Other non-current assets
(2) Current assets
Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
Non-current investments
Total
II. ASSETS
(1) Non-current assets
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions
Other long-term liabilities
Long-term provisions
(4) Current liabilities
(2) Minority Interest
(3) Non-current liabilities
(1) Shareholders' funds
Long-term borrowings
Share capital
Reserves and surplus
Money received against share warrants
Restated Consolidated Summary Statement of Assets and Liabilities
Particulars
I. EQUITY AND LIABILITIES
51
Note No.
For the Year ended
March 31, 2013
Amount (Rs.)
23 47,29,41,57,642
24 48,53,53,542
47,77,95,11,184
25 2,24,54,72,772
26 25,99,08,79,085
13 9,38,45,876
27 2,89,79,41,515
31,22,81,39,248
16,55,13,71,936
3,75,29,34,475
16,55,042
15 13,61,33,548
Total Tax Expense 3,89,07,23,065
(7) Restated Adjustments(Refer Note 37) (16,55,042)
12,66,23,03,913
(9) Minority Interest 7,62,42,468
(10) Profit after Minority interest (8-9) 12,58,60,61,445
33 40.20
38.95
2.00 Face value per Equity share
Note: The above statement should be read with the Notes to the Restated Consolidated
Summary Statement of Assets and Liabilities, Summary Statement of Profit and Loss and
Summary Statement of Cash Flows as appearing in Annexure – VIII.
(11) Earnings Per Equity share:
Basic
Diluted
(8) Profit after tax (5-6-7)
(6) Tax expense
Current tax expense
Current tax expense relating to prior years
Deferred tax charge (Net)
(5) Profit before tax (3-4)
Depreciation and amortisation expense
Other expenses
Total expenses
Employee benefits expense
Finance costs
(2) Other income
(3) Total revenue (1+2)
(4) Expenses
Particulars
(1) Revenue from operations
Restated Consolidated Summary Statement of Profit and Loss
52
Amount (Rs.) Amount (Rs.)
A Cash flows from operating activities :
Profit before tax 16,55,13,71,936
Adjustments for :
Share of (Profit) in Associate (7,77,845)
Employee Stock Compensation 75,63,100
Provision for Gratuity 1,28,50,578
Provision for Compensated Absences 60,76,184
Provision for Superannuation 9,79,72,503
Provision for Loan Assets 32,35,12,490
Contingent Provisions against Standard Assets 23,95,88,041
Depreciation / Amortisation 9,38,45,876
Bad Loans / Advances written off 66,90,07,097
Loss on sale on Fixed Assets 41,58,906
(10,58,801)
1,45,27,38,129
Operating Profit before working capital changes 18,00,41,10,065
Adjustments for:
Trade and Other Receivables 90,53,75,180
Loans and Advances (56,28,65,90,971)
Trade Payables and other liabilities (Refer Note No. 2 below) 4,37,17,26,098
(51,00,94,89,693)
Cash used in operations (33,00,53,79,628)
Income taxes paid (Net) (3,08,21,17,434)
Net cash used in operating activities (36,08,74,97,062)
B Cash flows from investing activities :
Purchase of Fixed Assets (11,41,25,143)
Sale of Fixed Assets 51,70,554
Capital Advances 2,44,677
Net receipts from Investment in deposit accounts (2,84,45,31,813)
Proceeds from Investments in Mutual Funds / Other Current Investments (Net) 1,91,81,21,441
Aggregate cash flows consequent to conversion of Associate to Subsidiary (Net) 4,23,69,007
Net cash used in investing activities (99,27,51,277)
C Cash flows from financing activities :
Proceeds from Issue of Equity Share through ESOPs (Including Securities Premium) 6,81,87,021
Proceeds from Issue of Share Warrants 1,12,81,50,000
Distribution of Equity Dividends (including Corporate Dividend Tax thereon) (7,43,10,26,841)
Debenture issue expenses (96,29,62,366)
Proceeds from Term loans-(Net) 17,14,76,90,906
Repayment of Commercial Papers (Net) (96,50,00,000)
Net proceeds from issue of Secured Redeemable Non-Convertible Debentures 23,45,39,18,000
Net proceeds from issue of Subordinated Debt 5,33,38,00,000
Proceeds from issue of Perpetual Debt 1,00,00,00,000
Net proceeds from Working capital loans 13,50,00,00,000
Net cash flows from financing activities 52,27,27,56,720
D Exchange difference on translation of balances denominated in foreign currency (64,341)
E Net Increase in cash and cash equivalents (A+B+C+D) 15,19,24,44,040
F Cash and cash equivalents received under Scheme of Arrangement 51,14,16,72,832
G Cash and cash equivalents at the end of the year (E + F) (Refer Note 5 below) 66,33,41,16,872
Notes:
1
2
3
4
5
Cash and Bank Balances
(Ref er Note 20)
48,88,18,06,215
17,83,23,39,063
66,71,41,45,278
Less: In deposit accounts having maturity of more than 3 months 37,81,57,207
Less : Unrealised gains on appreciation of Mutual Fund Investments (Current Investments) 18,71,199
Cash and cash equivalents as restated 66,33,41,16,872
6
7
8
Note: The above statement should be read with the Notes to the Restated Consolidated Summary Statement of Assets and Liabilities,
Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in Annexure – VIII.
Unclaimed Dividend account balances in designated bank accounts are not available for use by the Company.
(Ref er Note 20)
Since this is the first year of preparation of Consolidated Financial Statements of the Company, previous year figures have not been presented.
(Unrealised) gains on appreciation of Mutual Fund Investments (Current Investments)
The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard (AS) - 3 on 'Cash Flow Statements', as
notified under the Companies (Accounting Standards) Rules, 2006, as amended.
Trade payables and other liabilities include Rs. 2,06,35,68,150 being amount payable (net) on assigned loans.
Margin Deposits of Rs. 4,72,56,08,142 have been placed as collateral for Assignment deals on which assignees have a paramount lien.
Cash and cash equivalents at the end of the year include:
Deposits of Rs. 39,77,205 are under lien with Bank.
Current Investments in Units of Mutual Funds / Other Current Investments considered as temporary
deployment of funds
(Ref er Note 18)
The above Cash Flow Statement has been presented after giving effect to the Scheme of Arrangement.
(Ref er Note 36)
March 31, 2013
Restated Consolidated Summary Statement of Cash Flows
For the Year ended
53
GENERAL INFORMATION
INDIABULLS HOUSING FINANCE LIMITED
Incorporation
The Company, as an incorporated legal entity came into existence on May 10, 2005, under the
Companies Act, 1956, having been registered on such date with the Registrar of Companies, NCT of
Delhi and Haryana vide registration no. U65922DL2005PLC136029 and obtained the certificate for
commencement of business on January 10, 2006, to enable it to carry on the business of housing
finance, upon receipt of the license to do so from the National Housing Bank. Indiabulls Financial
Services Limited (IBFSL), the erstwhile promoter of the Company, incorporated on January 10, 2000
and since March 30, 2001, had already been functioning, as a non banking finance company. The
merger of IBFSL with the Company, on a going concern basis, therefore ensured a continuity of the
Company?s business, since March 30, 2001.
CIN: U65922DL2005PLC136029
Registered Office: F-60, Malhotra Building, Second Floor, Connaught Place, New Delhi - 110 001
Tel: +91-11-30476500 ; Fax: +91-11-41529071
Corporate Office: Indiabulls House, 448-451, Udyog Vihar, Phase-V, Gurgaon, Haryana-122016
Tel: +91-124-3989555; Fax: +91-124-6681111
Registrar of Companies:
Registrar of Companies, NCT of Delhi & Haryana, IFCI Tower, 4th Floor, 61, Nehru Place, New Delhi
110 019
Changes in the Registered Office since incorporation
There has been no change in the Registered Office of the Company since the date of its incorporation.
Board of Directors
Name, Fathers’
name Designation,
Status, Experience,
Occupation, Address
Age (In
Years)
Qualifications DIN Details of directorships in
other companies
Mr. Sameer Gehlaut
S/o: Shri. Balwan
Singh
Designation:
Chairman & Executive
Director
Status: Promoter
Director
Experience: 18 years
Occupation:
Entrepreneur
39 years B.Tech., IIT
Delhi
00060783 1. Indiabulls Finance Company
Private Limited
2. Indiabulls Real Estate
Limited
3. Indiabulls Power Limited.
4. Karanbhumi Estates Private
Limited
5. Meru Minerals Private
Limited
6. Ceres Real Estate Private
54
Address: Indiabulls
Finance Centre, Tower
1, 18th Floor,
Elphinstone Road,
Mumbai, 400013,
Maharashtra, India
Limited
7. Indiabulls Mining Private
Limited
8. Ceres Power Transmission
Private Limited
9. Ceres Electricity Distribution
Private Limited
10. Indiabulls Electricity
Distribution Private Limited
11. Inuus Infrastructure Private
Limited
12. Galax Minerals Private
Limited
13. Inuus Land Development
Private Limited
14. Inuus Real Estate Private
Limited
15. Inuus Developers Private
Limited
16. Inuus Properties Private
Limited
17. Orthia Real Estate Private
Limited
18. Orthia Properties Private
Limited
19. Ceres Energy Private Limited
20. Mugwort Real Estate Private
Limited
21. Valerian Real Estate Private
Limited
22. Calleis Real Estate Private
Limited
23. Indiabulls Infrastructure And
Power Limited
24. Cleta Infracon Private
Limited
55
25. Indiabulls Property
Management Trustee Pte.
Ltd.
Mr. Rajiv Rattan
S/o : Shri Ram Rattan
Designation: Non -
Executive Director
Status: Promoter
Director
Experience: 19 years
Occupation:
Entrepreneur
Address: 60, 2nd
Floor, Vasant Marg,
Vasant Vihar, New
Delhi - 110057, India
40 years B.Tech., IIT
Delhi
00010849 1. Indiabulls Real Estate
Limited
2. Indiabulls Life Insurance
Company Limited
3. Indiabulls CSEB Bhaiyathan
Power Limited
4. Indiabulls Power Limited.
5. Indiabulls Realtech Limited
6. Spire Constructions Private
Limited
7. Ceres Real Estate Private
Limited
8. Indiabulls Mining Private
Limited
9. Ceres Power Transmission
Private Limited
10. Ceres Electricity Distribution
Private Limited
11. Indiabulls Electricity
Distribution Private Limited
12. Priapus Developers Private
Limited
13. Nettle Constructions Private
Limited
14. Priapus Land Development
Private Limited
15. Priapus Constructions Private
Limited
16. Arcelormittal Indiabulls
Mining Private Limited
17. Ceres Energy Private Limited
18. Heliotrope Real Estate
Private Limited
56
19. Antheia Infrastructure
Private Limited
20. Antheia Constructions
/Private Limited
21. Indiabulls Infrastructure And
Power Limited
22. Cleta Land Development
Private Limited
23. Antheia Buildcon Private
Limited
24. Tupelo Properties Private
Limited
25. Indiabulls Property
Management Trustee Pte.
Ltd.
Mr. Saurabh Kumar
Mittal
S/o : Dr. Santosh
Kumar Mittal
Designation: Non -
Executive Director
Status: Promoter
Director
Experience: 18 years
Occupation:
Entrepreneur
Address: A -19 - A -
Block, H. No. A - 1 To
A - 32, Westend, Delhi
- 110021, India
39 years B. Tech., IIT
Delhi, MBA from
Harvard Business
School
01175382 1. Indiabulls Real Estate
Limited
2. Indiabulls Power Limited.
3. Ceres Trading Services
Private Limited
4. Ceres Real Estate Private
Limited
5. Indiabulls Mining Private
Limited
6. Ceres Power Transmission
Private Limited
7. Ceres Electricity Distribution
Private Limited
8. Indiabulls Electricity
Distribution Private Limited
9. Hespera Realty Private
Limited
10. Lucerne Trading Services
Private Limited
11. Hespera Land Development
Private Limited
12. Hespera Realcon Private
57
Limited
13. Ceres Energy Private Limited
14. Alona Builders And
Developers Private Limited
15. Cleta Infrastructure Private
Limited
16. Cleta Buildcon Private
Limited
17. Indiabulls Infrastructure And
Power Limited
18. Reyna Infracon Private
Limited
Mr. Gagan Banga
S/o: Shri. Pramendra
Kumar Banga
Designation: CEO &
Managing Director
Status: Executive
Director
Experience: 14 years
Occupation: Service
Address: 243, Maker
Tower B, Cuffe Parade,
Mumbai 400005,
Maharashtra, India
38 years MBA 00010894
1. Indiabulls Insurance
Advisors Limited
2. Indiabulls Commodities
Limited
3. Cloacina Insurance Agents
Private Limited
4. Indiabulls Capital Services
Limited
5. Nilgiri Financial Consultants
Limited
6. Indiabulls Life Insurance
Company Limited
Mr. Ajit Kumar Mittal
S/o Shri. Rattan Lal
Mittal
Designation:
Executive Director
Status: Executive
Director
Experience: 25 years
Occupation: Service
Address: 65, 6th
Floor, Geetanjali
Apartment, Minu Desai
Road, Near Radio Club,
Colaba, Mumbai
54 years Master?s in
Economics and
an MBA with
Academic
Excellence from
University of
Illinois, U.S.A.
02698115 1. Indian Commodity Exchange
Limited
2. Indiabulls Venture Capital
Trustee Company Limited
3. Indiabulls Trustee Company
Limited
58
400005, Maharashtra,
India
Mr. Ashwini
Omprakash Kumar
S/o: Shri. OmPrakash
Bhagwan Prakash
Designation: Deputy
Managing Director
Status: Executive
Director
Experience: 14 years
Occupation: Service
Address: 1701 & 1702
17
th
Floor, Ashoka
Tower D-Wing, Dr. SS
Rao Road Parel,
Mumbai 400012,
Maharashtra, India
37 years Mechanical
Engineer from
IIT Roorkee,
MBA - Finance
from Jamnalal
Bajaj Institute of
Management
Studies, Mumbai
and advance
Studies in
International
Housing Finance
from Wharton
School,
University of
Pennsylvania,
U.S.A.
03341114 Nil
Mr. Karan Singh
Khera
S/o: Shri. Dal Singh
Khera
Designation: Director
Status: Independent
Director
Experience: 33 years
Occupation: Retired
Professor
Address: 1408, Urban
Estate, JIND 124413,
Haryana, India
67 years MA (English) 00017236 1. Indiabulls Real Estate limited
2. Store One Retail India
Limited
3. Indiabulls Securities Limited
4. Poena Power Solutions
Limited
5. Indiabulls Commodities
Limited
6. Hasta Infrastructure Private
Limited
7. Indiabulls Wholesale
Services Limited
8. Indiabulls Technology
Solutions Limited
Mr. Aishwarya
Katoch
S/o: Shri. Aditya
Katoch
Designation: Director
43 Years Bachelor„s
degree in
business
administration
and
merchandising
from American
College of
00557488 1. Royal Expeditions Private
Limited
2. Kangra Hotels Private
Limited
59
Status: Independent
Director
Experience: 23 years
Occupation: Business
Address: S-43,
Greater Kailash Part 1,
New Delhi - 110048
Applied Arts,
London
3. Indiabulls Securities Limited
4. Indiabulls Real Estate
Limited
5. Store One Retail India
Limited
6. Royal Kangra Consultants
Private Limited
7. Indiabulls Distribution
Services Limited
Mr. Shamsher Singh
Ahlawat
S/o: Shri. Ran Singh
Ahlawat
Designation: Director
Status: Independent
Director
Experience: 20 years
in Banking Industry
Occupation: Ex-
banker
Address: 96A, Eastern
Avenue, Sainik Farm,
Khanpur, New Delhi -
110062
64 Years Post graduate
degree in history
from St.
Stephens
College, New
Delhi
00017480 1. Indiabulls Real Estate
Limited
2. Store One Retail India
Limited
3. Indiabulls Power Limited.
4. Indiabulls Constructions
Limited
5. Indiabulls Wholesale
Services Limited
6. Elena Power and
Infrastructure Limited
7. Indiabulls Realtech Limited
Mr. Prem Prakash
Mirdha
S/o: Shri. Hari RamJI
Mirdha
Designation: Director
Status: Independent
Director
Experience: 35 years
Occupation: Business
Address: Mirdha
Farm, Sirsi Road,
Jaipur - 302012,
Rajasthan
57 Years Second mate
foreign going in
merchant navy
01352748 1. Indiabulls Real Estate
Limited
2. Store One Retail India
Limited
3. Indiabulls Securities Limited
4. Indiabulls Power Limited.
5. Happy Tummy Kitchens
Private Limited
60
Mr. Joginder Singh
Kataria
S/o: Shri. Charan
Singh
Designation: Director
Status: Independent
Director
Experience: 33 years
Occupation: Ex-
Commandant (ITBP)
Address: H.No. 949,
Sector-4, Distt -
Gurgaon, Gurgaon -
122001, Haryana
72 Years M.A. (Political
Science)
05202673 1. Indiabulls Infrastructure and
Power Limited
Mr. Ram Kumar
Sheokand
S/o: Shri. Chandgi
Ram Sheokand
Designation: Director
Status: Independent
Director
Experience: 37 years
Occupation: Business
Address: H. No. 1197,
Urban Estate, JIND
126102, Haryana
59 Years M.A. (History)
00183200 1. Kandy Finlease Limited
2. Lira Promoters Private
Limited
3. R C S Softech Private Limited
4. OMS Chits Private Limited
5. Kandy Promoters Private
Limited
6. Pineapple Infra Project
Private Limited
7. Indiabulls Infrastructure and
Power Limited
8. Aldis Real Estate Private
Limited
Profile of Managing Director and Whole-time Directors
Mr. Sameer Gehlaut – Chairman and Executive Director
Mr. Sameer Gehlaut is 39 years old and is the founder and Chairman of Indiabulls Group. Mr. Gehlaut,
a first generation entrepreneur, has been spearheading the Group since its inception. Under his
leadership, within a span of 13 years, Indiabulls Group has emerged as a leading business
conglomerate with business interests across sectors. Mr. Gehlaut holds a degree in mechanical
engineering from the Indian Institute of Technology, Delhi.
Mr. Gagan Banga – CEO and Managing Director
61
Mr. Gagan Banga, holds a Masters degree in Business Administration and has 14 years of industry
experience. He has been in the financial segment of Indiabulls Group for more than 13 years and was
one of the founding members of the lending business. Gagan has been instrumental in growing the
company to one of the largest HFCs in the country. Under Gagan?s leadership the company today is a
lender of considerable size, repute and presence in asset classes such as Home Loans, loans against
home for small businesses, Commercial Vehicle Loans and Corporate Loans. The company, under his
aegis, has a net worth of over Rs 5,300 Cr and is a AA+ (long-term rating) rated company. For FY
2012-13 the company had total revenues of Rs. 4,777.87 Cr and clocked a Profit after Tax of
Rs.1,265.99 Cr. As at the end of March 31 2013, IBHFL, at a consolidated level, has an asset book of
over Rs. 34,000 Cr.
Mr. Ajit Kumar Mittal –Executive Director
Mr. Ajit Kumar Mittal has rich and varied experience by virtue of his close involvement with the growth
and evolution of India?s financial sector. A Master?s in Economics and an MBA with Academic
Excellence from University of Illinois, U.S.A., Mr. Mittal worked for more than twenty years at the
Reserve Bank of India (RBI) in middle and senior management positions and has been at the forefront
of macroeconomic and financial sector issues. As General Manager of the Banking Supervision in RBI,
he was responsible for monitoring and surveillance of country?s banking system for five years. Mr.
Mittal was closely involved in coordination with various financial markets, e.g. debt, money, forex and
capital market. Mr. Mittal also worked as Financial Sector Advisor to Qatar Central Bank during the
2006-07.
From September 2007 till now, Mr. Mittal has been working as a Director with Indiabulls flagship
company in the financial services segment. Mr. Mittal is responsible for risk management, regulatory,
governance and compliance issues in the financial services business, besides being involved in the
overall business strategy. He has been instrumental in expanding Indiabulls? international footprint by
setting up group?s real estate and home loan businesses in the GCC & UK.
Ashwini Omprakash Kumar – Deputy Managing Director
Mr. Ashwini Kumar has more than 14 years experience in Retail Mortgage Finance and Corporate
Lending to the Real Estate sector. Prior to joining Indiabulls he worked with HDFC Ltd for over 10
years leading the Corporate Mortgage Business. Ashwini is a Mechanical Engineer from IIT Roorkee
and MBA - Finance from Jamnalal Bajaj Institute of Management Studies, Mumbai. Ashwini has
completed advance Studies in International Housing Finance from Wharton School, University of
Pennsylvania, U.S.A. Ashwini also has over 7 years of academia experience and is a Visiting Professor
of Finance at Jamnalal Bajaj Institute of Management Studies, Mumbai.
Company Secretary and Compliance Officer
Mr. Amit Jain
Indiabulls Housing Finance Limited
Address: 448-451, Udyog Vihar,
Phase-V, Gurgaon, Haryana-122016
Tel: +91-124-3989555; Fax: +91-124-6681111
E-mail: [email protected]
Shareholders can contact the Compliance Officer in case of any share transfer related queries.
Bankers to the Company
ABN Amro Bank (Now RBS)
Hansalaya Building, 15, Barakhamba Road
New Delhi-110001.
Tel: 0124-4181683 Fax: 011-23755470
Email: [email protected]
Contact Person: Mr. Maneesh Chaturvedi
62
Allahabad Bank
Industrial Finance Branch, 37, Mumbai Samachar Marg
Fort, Mumbai – 400 023.
Tel: 022-22702747 Fax: 022-22702733
Email: [email protected]
Contact Person: Ms Gunjan
Andhra Bank
16th Floor, Earnest House, NCPA Marg
Nariman Point, Mumbai 400 021.
Tel: 9004558722 Fax: 022-22885841
Email: [email protected]
Contact Person: Mr. Uttkarsh
Axis Bank
7th Floor, Axis House, Bombay Dyeing Mill Compound
Worli, Mumbai - 400 025.
Tel: 011-47396607 Fax: 011-47396601
Email: [email protected]
Contact Person: Ms. Priyanka Luthra
Bank of Baroda
Post Box No. 347, 10/12, Mumbai Samachar Marg
Fort, Mumbai - 400 001.
Tel: 022-40468212 Fax: 022-22040494
Email: [email protected]
Contact Person: Ms Ruchi Mehta
Bank of India
Mumbai Large Corporate Branch, Oriental Building, Ground Floor,
364, D.N. RoadFort, Mumbai - 400 001.
Tel: 022-61870406 Fax: 022-22884475
Email: [email protected]
Contact Person: Mr. Milind.Tilgulkar
Bank of Maharashtra
IFB, 1, Dr. VB Gandhi Marg
Fort, Mumbai - 400 001.
Tel: 022-22844882 Fax: 022-22850750
Email:[email protected] [email protected]
Contact Person: Mr. Venkatachalam Shakthivel
Barclays Bank
Ground Floor, Eros Corporate Tower
Nehru Place, New Delhi-110019
Tel: 011-4657900 Fax: 011-46579098
Email: [email protected]
Contact Person: Mr. Harish Madanani
Canara Bank
Maker Tower, "F" Wing, 20th Floor, 85,
Cuffe Parade,Mumbai - 400 005.
Tel: 9833352611 Fax: 022-22156021
Email: [email protected]
Contact Person: Mr. DK Saxena
Central Bank of India
63
1
st
Floor, MMO Building
Fort, Mumbai - 400 023.
Tel: 022-40785817 Fax: 022-40785840
Email: [email protected]
Contact Person: Mr. Shivjit
Citi Bank
FIG, Citigroup Centre, 7
th
Floor
BKC, Bandra (E), Mumbai – 400 051.
Tel: 022-40015192 Fax: 022-40065859
Email: [email protected]
Contact Person: Mr. Satish Chandra
Corporation Bank
104, Bharat House, Corporate Banking Branch
Mumbai Samachar Marg, Fort, Mumbai - 400 023.
Tel: 9867267552 Fax: 022-22675309
Email: [email protected]
Contact Person: Mr Sivaramakrishna
DBS Bank
3rd Floor, Fort House, 221, Dr D.N. Road
Fort Mumbai-400001.
Tel: 022-66388888 Fax: 022-67528430
Email: [email protected]
Contact Person: Mr. Chirag
Dena Bank
1st Floor, Dena Bank Building, 17, Horniman Circle
Fort, Mumbai - 400 023.
Tel: 022-22631686 Fax: 022-22692178
Email: [email protected]
Contact Person: Mr. Natraj S.
Deutsche Bank
4th Floor, DLF Square, DLF Phase II
Gurgaon 122 002.
Tel: 0124- 7138100 Fax: 0124-7138181
Email: [email protected]
Contact Person: Mr. Parag Upadhyay
HDFC Bank
B-7/3, Asaf Ali Road
New Delhi - 110 002.
Tel: 011-43584332 Fax:011-23241930
Email: [email protected]
Contact Person: Mr. Sameer Bhel
HSBC Bank
Shop no. 25B , 3
rd
Floor Birla Towers , Ashoka Estate Barakhamba Road New Delhi-110001
Tel: 011-41592201 Fax: 011-23315068
Email: [email protected]
Contact Person: Mr. Samita Mehra
ICICI Bank
9A, Connaught Place
New Delhi-110001.
Tel: 011-66310424 Fax: 011-66310410
Email: [email protected]
64
Contact Person: Ms. Anuj Miglani
IDBI Bank
224, A-Wing, Mittal Court
Nariman Point, Mumbai - 400 021.
Tel: 022-66588205 Fax: 022-66588111
Email: [email protected]
Contact Person: Mr. Kunal Mathur
Indian Bank
New Delhi Main Branch, G-41, Connaught Circus
New Delhi - 110 001.
Tel: 011-47340972 Fax: 011-23718418
Email: [email protected]
Contact Person: Mr. Vardan Shastri
Indian Overseas Bank
Ground Floor, New Marine Lines
Mumbai – 400 020.
Tel: 022-22057686 Fax: 022-22035571
Email: [email protected]
Contact Person: Ms Gayatri
IndusInd Bank
Ravissance House, 1
st
Ring Road, Lajpat Nagar IV, New Delhi-110024
Tel: 011-43394108 Fax: 011-43394115
Email: [email protected]
Contact Person: Ms. Swati
ING Vysya Bank
Plot No C-12, 'G' Block, 8th Floor, BKC
Bandra (E), Mumbai - 400 051.
Tel: 9833124134 Fax: 022-26522812
Email: [email protected]
Contact Person: Mr. Parth Sanghani
Karur Vysya Bank, New Delhi
882, East Park Road, Karol Bagh
New Delhi-110005.
Tel: 011-23535016 Fax: 011-23535020
Email: [email protected]
Contact Person: Mr. Hari Das
Kotak Mahindra Bank
Sco-16, Ground Floor
Sector-14, Gurgaon, Haryana
Tel: 0124-4283275 Fax: 0124-4283270
Email: [email protected]
Contact Person: Mr. Anurag Garg
Oriental Bank of Commerce
Harsha Bhavan, E Block, Connaught Place
New Delhi - 110 001.
Tel: 011-23411229 Fax: 011-23413531
Email: [email protected]
Contact Person: Mr. Sanjeevan
Punjab National Bank
Large Corporate Branch, Tolstoy House
65
Tolstoy Marg, New Delhi - 110 001.
Tel: 011-22658721 Fax: 011-41522135
Email: [email protected]
Contact Person: Ms. Sakshi Tuteja
Ratnakar Bank Ltd
Unit 2, Ground Floor, ABW Tower, IFFCO Chok, Gurgaon-122002
Tel: 0124-4414450 Fax: 0124-4414455
Email: [email protected]
Contact Person: Mr. Pawan Parik
State Bank of Bikaner and Jaipur
United India Life Building, Sir P M Road
Fort, Mumbai - 400 023.
Tel: 022-22632706 Fax: 022-22660875
Email: [email protected]
Contact Person: Mr. Gautam Prakash
State Bank of Hyderabad
1204, Ashok Mahal, Tulloch Road
Colaba, Mumbai - 400 039.
Tel: 8080444600 Fax: 022-22851321
Email: [email protected]
Contact Person: Mr. Shekhar
Standard Chartered Bank
Narayan Manzil , 23 Barakhamba Road New Delhi- 110091
Tel: 011-49861779 Fax: 011-23743044
Email: [email protected]
Contact Person: Ms. Megha Rawat
State Bank of India
Corporate Accounts Group-Mumbai, Neville House, 3rd Floor
J N Heredia Marg, Ballard Estate
Mumbai - 400 001.
Tel: 022-61542913 Fax: 022-61542912
Email: [email protected]
Contact Person: Mr. Punit Parikh
State Bank of Patiala
Commercial Branch, Atlanta, 1st Floor
Nariman Point, Mumbai - 400 021.
Tel: 022-22844029 Fax: 022-66375703
Email: [email protected]
Contact Person: Mr. Ritesh
State Bank of Travancore
18/4, Arya Samaj Road
New Delhi - 110 005.
Tel: 011-28751618 Fax: 011-28756599
Email: [email protected]
Contact Person: Mr. Abhilash K
Syndicate Bank
3rd Floor, 10,Homji Street, Fort
Mumbai - 400 023.
Tel: 9702392950 Fax: 022-22634328
Email: [email protected]
Contact Person: Mr. S.K Gupta
66
UCO Bank
Flagship Corporate Centre, 5, Parliament Street
New Delhi - 110 001.
Tel: 011-23710014 Fax: 011-23510015
Email: [email protected]
Contact Person: Mr. Kapil Bisnoi
Union Bank of India
66/80, Mumbai Samachar Marg, Post Bag No-253, 518,Fort Mumbai
Tel: 022-22888060 Fax: 022-22892050
Email: [email protected]
Contact Person: Yash Bothra
United Bank of India
United Bank of India Building, 25, Sir P. M. Road, Fort, Mumbai - 400 001.
Tel: 022-22020432 Fax: 022-22810440
Email: [email protected]
Contact Person: Mr. Anupom Saha
Vijaya Bank
Corporate Banking Branch, Maker Chamber IV
Nariman Point, Mumbai - 400 021
Tel: 022-22814898 Fax: 022-22814181
Email: [email protected]
Contact Person: Mr. Amber
Yes Bank
Plot no. 11/48, Shopping Centre , Diplomatic Enclave, Malcha Market , Chanakyapuri , New Delhi-
110021.
Tel: 011-30259033 Fax: 011-41680311
Email: [email protected]
Contact Person: Ms. Pooja Sharma
Advisors to the Company
Sobhagya Capital Options Limited
SEBI Regn. No. - INM000008571
B- 206, Okhla Industrial Area, Phase- I, New Delhi- 110020
Tel: 011 40777000 Fax: 011 40777069
Email: [email protected],
Contact Person: Mr. Heemadri Mukerjea/ Ms. Archana Sharma
Registrar and Share Transfer Agent
Karvy Computershare Private Limited
SEBI Regn. No- INR000000221
Address: Plot No. 17 to 24, Vittal Rao Nagar, Madhapur, Hyderabad – 500 081
Tel No: 040 – 44655000 Fax No: 040 – 23420814
Email : [email protected]
Contact Person: Mr. S.D. Prabhakar
Statutory Auditors
M/s Deloitte Haskins & Sells, Chartered Accountants
Indiabulls Finance Centre,
Tower 3, 27th-32nd Floor,
Elphinstone Mill Compound,
Senapati Bapat Marg,
Elphinstone (W),
67
Mumbai – 400 013. India
Tel: +91 22 6185 4000
Fax: +91 22 6185 4601
Contact Person: Mr. A. Siddharth, Partner
68
CAPITAL STRUCTURE OF THE COMPANY
The Capital Structure of the Company is as under:
(Rs. in lacs, except share data)
Particulars as on the date of this Information
Memorandum
Aggregate Value at Face
Value
(A) Authorized Share Capital
Comprising of 300,00,00,000 (Three Hundred Crore) Equity
Shares of Rs.2/- (Rupees Two only) each, and
100,00,00,000 (One Hundred Crore) Preference Shares of
Rs. 10/- (Rupees Ten only) each.
160,000.00
(B) Issued, Subscribed and Paid-Up Capital before the
Scheme*
15,56,89,656 (Fifteen Crore Fifty Six Lakhs Eighty Nine
Thousand Six Hundred Fifty Six only) Equity Shares of Rs.
10/- (Rupees Ten Only) each fully paid up
15,568.97
(C) Issued in terms of the Scheme*
31,25,11,167 (Thirty One Crore Twenty Five Lac Eleven
Thousand One Hundred Sixty Seven only) Fully Paid up
equity shares of Rs. 2/- (Rupees Two Only) each
6,250.22
(D) Paid up Capital after the Scheme*
31,25,11,167 (Thirty One Crore Twenty Five Lac Eleven
Thousand One Hundred Sixty Seven only) Fully Paid up
equity shares of Rs. 2/- (Rupees Two Only) each
6,250.22
(E) Securities Premium Account
Before the Scheme
33,653.48
After the Scheme
319,806.88
*Upon effectiveness of the Scheme, in terms of clause 20(i) of the Scheme, the
Amalgamated Company had, at a meeting of its Board of Directors held on March 25
th
, 2013
issued and allotted, inter-alia an aggregate of 31,25,11,167 Equity shares of face value Rs.
2/- each credited as fully paid-up, to the shareholders of fully paid–up shares of the
Amalgamating Company, whose names appeared on its Register of members/ records of the
depositories as the holders/beneficial holders of the shares of the Amalgamating Company as
of March 20, 2013, the Record Date fixed by the Board of Directors of the Amalgamating
Company for the purpose. Upon the issuance and allotment of the said shares in the
Company, the pre scheme issued and paid up capital of the Company stood cancelled.
Note 1: The Board of Directors of the Amalgamated Company in their meeting held on
March 25, 2013 has, pursuant to and in terms of clause 20(ii) of the Scheme, also issued
and allotted 2,75,00,000 Warrants to the holders of listed warrants of the Amalgamating
Company, whose names appeared on the records of the depositories as the
holders/beneficial holders of such listed warrants of the Amalgamating Company as of March
20, 2013, the Record Date fixed by the Board of Directors of the Amalgamating Company for
the purpose.
Note 2: The Board of Directors of the Amalgamated Company in their meeting held on
March 25, 2013 has, pursuant to and in terms of clause 20(iii) of the Scheme, also issued
69
and allotted 2,07,00,000 warrants to the holders of unlisted warrants of the Amalgamating
Company, whose names appeared on the records of the Amalgamating Company as the
holders of such unlisted warrants of the Amalgamating Company as of March 20, 2013, the
Record Date fixed by the Board of Directors of the Amalgamating Company for the purpose.
The details of increase and change in authorized share capital of our Company after the
date of incorporation till filing of this Information Memorandum is as follows:
(In Rs.)
Date
of
change
Nature of
increase/change
Type of
Share
Number of
Shares
Face
Value
Cumulative
Number of
Shares
Cumulative
authorized
Share Capital
10-
May-05
Incorporation Equity
20,00,000
10
20,00,000
2,00,00,000
13-
May-05
Increase in
Authorised Capital
Equity
80,00,000
10
1,00,00,000
10,00,00,000
4-Jan-
06
Increase in
Authorised Capital
Equity
13,00,00,000
10
14,00,00,000
140,00,00,000
7-Feb-
11
Increase in
Authorised Capital
Equity
88,00,000
10
14,88,00,000
148,80,00,000
25-
Mar-11
Increase in
Authorised Capital
Equity
69,00,000
10
15,57,00,000
155,70,00,000
8-Mar-
13
Reorganization of
Share Capital
pursuant to the
Scheme of
Arrangement
Equity 300,00,00,000 2 300,00,00,000
##
600,00,00,000
Preference 100,00,00,000 10 100,00,00,000
##
1000,00,00,000
##
Pursuant to Clause 17 of the Scheme of Arrangement, the Authorised Share Capital of the Company
stands sub-divided and increased, upon the effectiveness of the scheme.
Notes to Capital Structure:
1. Equity Share Capital History of our Company
Date of
Allotment
of the
Equity
Shares
Number of
Equity Shares
Allotted
Face
Value
(Rs.)
Issue
Price
(Rs.)
Nature of
Payment
Nature of Issue
& reason for
allotment
Cumulative
No. of Equity
Shares
Cumulative
paid up share
capital (Rs.)
Cumulative
share
premium
(Rs.)
Incorporation 50,000 10 10 Cash Allotment to
IBFSL as
subscriber to
Memorandum
50,000 5,00,000 -
May 24,
2005
99,50,000 10 10 Cash Allotment to
IBFSL
1,00,00,000 10,00,00,000 -
February 8,
2006
4,50,00,000 10 25 Cash Allotment to
FCM SPV I
Limited
$
5,50,00,000 55,00,00,000 67,50,00,000
February 8,
2006
8,00,00,000 10 10 Cash Allotment to
IBFSL
13,50,00,000 135,00,00,000 67,50,00,000
February 11,
2011
1,37,93,104 10 145 Cash Allotment to
IBFSL
14,87,93,104 148,79,31,040 2,53,70,69,040
March 25,
2011
68,96,552 10 145 Cash Allotment to
IBFSL
15,56,89,656## 155,68,96,560 3,46,81,03,560
70
March 25,
2013
31,25,11,167 Nil Nil,
Pursua
nt
to the
Schem
e
Pursuant
to the
Scheme
Allotment
pursuant to
the Scheme
31,25,11,167* 62,50,22,334
Note:
*Upon effectiveness of the Scheme, in terms of clause 20(i) of the Scheme, the Amalgamated
Company had, at a meeting of its Board of Directors held on March 25
th
, 2013 issued and allotted,
inter-alia an aggregate of 31,25,11,167 Equity shares of face value Rs. 2/- each credited as fully paid-
up, to the shareholders of fully paid–up shares of the Amalgamating Company, whose names
appeared on its Register of members/ records of the depositories as the holders/beneficial holders of
the shares of the Amalgamating Company as of March 20, 2013, the Record Date fixed by the Board
of Directors of the Amalgamated Company for the purpose.
##The Pre-Scheme paid-up capital of Amalgamated Company stands cancelled pursuant to Scheme of
Arrangement.
$ These shares were transferred to erstwhile Indiabulls Financial Services Limited on March 28, 2007.
2. Preference Share Capital History of our Company – N.A.
3. Details of Equity shares allotted/acquired to/by the Promoters in the one year
preceding the date of filing of the Information Memorandum
NIL
4. Details of Shareholding of the Promoters
Name of the
Promoter
Date of
Allotment/
Acquisition
Nature of
Issue &
reason for
allotment/
Transfer
No. of Equity
Shares
Face
Value
(Rs.)
Issue/
acquisition
Price (Rs.)
Date
when
the
shares
were
made
fully
paid up
Percen
tage of
Pre
Issue
capital
Percen
tage of
Post
Issue
capital
Mr. Sameer
Gehlaut
March 25,
2013
Allotment
pursuant to
the Scheme
3,76,01,278 2 N.A. Allotted
as fully
paid up
N.A. 12.03
Mr. Rajiv Rattan March 25,
2013
Allotment
pursuant to
the Scheme
1,87,80,253 2 N.A. Allotted
as fully
paid up
N.A. 6.01
Mr. Saurabh
Kumar Mittal
March 25,
2013
Allotment
pursuant to
the Scheme
1,89,87,083 2 N.A. Allotted
as fully
paid up
N.A. 6.08
Total
7,53,68,614 24.12
5. Details of the aggregate shareholding of the Promoter Group:
S.No Name Shareholding in Indiabulls
Housing Finance Limited
(In Nos.)
Percentage of total
Shareholding
1.
Mr. Sameer Gehlaut 3,76,01,278 12.03
71
2.
Mr. Rajiv Rattan 1,87,80,253 6.01
3.
Mr. Saurabh Kumar Mittal 1,89,87,083 6.08
4.
Orthia Land Development Private Limited 1,57,17,165 5.03
5.
Orthia Developers Private Limited 1,26,81,557 4.06
6.
Priapus Properties Private Limited 70,39,926 2.25
7.
Hespera Infrastructure Private Limited 36,04,112 1.15
8.
Hespera Properties Private Limited 25,60,909 0.82
9.
Hespera Real Estate Private Limited 10,00,000 0.32
Total 11,79,72,283 37.75
The other constituents of the promoter group comprising of Cleta Properties Private Limited, Cleta
Buildtech Private Limited, Priapus Real Estate Private Limited, Priapus Developers Private Limited,
Inuus Infrastructure Private Limited, Inuus Land Development Private Limited, Hespera Realty Private
Limited, Hespera Realcon Private Limited and Priapus Constructions Private Limited do not hold any
shares in the Company.
6. Details of the aggregate number of Equity Shares purchased or sold by the Promoter Group
and/or by the Directors of the Company which is a Promoter of the Issuer and/or by the Directors
of The Issuer and their immediate relatives within six months immediately preceding the date of
filing Information Memorandum.
Nil
7. Details of the maximum and minimum price at which purchases and sales referred to above were
made, along with the relevant dates.
N.A
8. Details of transfers among the Promoter Group during the period from date of approval of
Scheme till the date of Information Memorandum:
NIL
9. Details of all financing arrangements whereby the Promoter Group, the Directors of the Company
which is a Promoter of The Issuer, the Directors of the Issuer and their relatives have financed
the purchase by any other person of securities of the Issuer other than in the normal course of
the business of the financing entity during the period of six months immediately preceding the
date of filing the Information Memorandum with the Designated Stock Exchange.
Nil
10. Details of Lock-in of shares of Promoter and Promoter group (Pre Merger)
Nil
11. Shareholding Pattern of our Company Before Implementation of the Scheme (Pre Merger)
Category
Code
Category of
shareholder
Number
of
sharehol
ders
Total number
of shares
Total shareholding as
a percentage of total
number of shares
Shares pledged or
otherwise encumbered
As a
percentage
of (A+B)
As a
percentag
e of
(A+B+C)
Number of
shares
As a
percentage
(I) (II) (III) (IV) (VI) (VII) (VIII) (IX) =
(VIII) /
(IV) * 100
(A) Promoter and
Promoter Group
(1) Indian
72
(a)
Individuals/Hindu
Undivided family
6* 6 0.00 0.00 0 0.00
(b) Central Government /
State Government(s)
0 0 0.00 0.00 0 0.00
(c) Bodies Corporate 1* 15,56,89,650 100.00 100.00 0 0.00
(d) Financial Institutions /
Banks
0 0 0.00 0.00 0 0.00
(e) Any other (specify) 0 0 0.00 0.00 0 0.00
Sub-Total (A) (1) 7 15,56,89,656 100.00 100.00 0 0.00
(2) Foreign
(a) Individuals (Non-
resident individuals /
Foreign individuals)
0 0 0.00 0.00 0 0.00
(b) Bodies Corporate 0 0 0.00 0.00 0 0.00
(c) Institutions 0 0 0.00 0.00 0 0.00
(d) Qualified Foreign
Investor
0 0 0.00 0.00 0 0.00
(e) Any other (specify) 0 0 0.00 0.00 0 0.00
Sub-Total (A) (2) 0 0 0.00 0.00 0 0.00
Total Shareholding
of Promoter and
Promoter Group
(A) = (A)(1)+(A)(2)
7* 15,56,89,656 100.00 100.00 0 0.00
(B) Public shareholding N.A. N.A.
(1) Institutions N.A. N.A.
(a)
Mutual Funds / UTI 0 0
0.00 0.00
(b) Financial
Institutions/Banks 0 0
0.00 0.00
(c) Central Government /
State Government(s)
0 0
0.00 0.00
(d) Venture Capital Funds
0 0
0.00 0.00
(e) Insurance Companies
0 0
0.00 0.00
(f) Foreign Institutional
Investors 0 0
0.00 0.00
(g) Foreign Venture
Capital investors
0 0
0.00 0.00
(h) Qualified Foreign
Investor
0 0 0.00 0.00 0 0.00
(i) Any other (specify)
Sub-Total (B) (1)
0 0
0.00 0.00
(2) Non-institutions N.A. N.A.
(a) Bodies Corporate
0 0
0.00 0.00 N.A. N.A.
(b)(i) Individuals
shareholders holding
nominal share capital
up to Rs. 1 lakh 0 0 0.00 0.00
(b)(ii) Individuals
shareholders holding
nominal share capital
in excess of Rs. 1 lakh 0 0 0.00 0.00
(c) Qualified Foreign 0 0 0.00 0.00 0 0.00
73
Investor
(d) Any other (specify)
(i) Non-Resident Indians
0 0
0.00 0.00
(ii) Clearing Members
0 0
0.00 0.00
Sub-Total (B) (2) 0 0 0.00 0.00 N.A. N.A.
Total Public
Shareholding
(B) =
(B)(1)+(B)(2)
0 0 0.00 0.00 N.A. N.A.
Total (A)+(B) 7* 15,56,89,656 100.00 100.00 0 0.00
(C) Shares held by
Custodians and
against which
Depository Receipts
have been issued
0 0 0.00 0.00 N.A. N.A.
1
Promoter and
promoter group
0 0 0.00 0.00
2 Public
0 0 0.00 0.00
Grand Total (A) +
(B) + (C) 7* 15,56,89,656 100.00 100.00 0.00 0.00
* Indiabulls Financial Services Limited was holding the entire share capital in its own name and
through 6 individuals as its nominees.
12. Details of Shareholders holding more than one percent of the share capital of Indiabulls
Housing Finance Limited. (Pre Merger)
Name of the Shareholder Number of Shares Percentage
of total
Shareholding
Indiabulls Financial Services Limited* 15,56,89,656
100.00%
Total 15,56,89,656 100.00%
*Includes six shares held through Nominees
13. Details of Lock-in of shares of Promoter and Promoter group (Post Merger)
An aggregate of 6,25,02,234 Equity Shares constituting 20% of the post merger paid up capital of the
IBHFL i.e. 31,25,11,167 Equity Shares of Rs. 2/- each, will be placed under lock-in, out of the
shareholding of Promoters and Promoter Group, for a period of three years with effect from the date
on which the shares issued in the Company pursuant to the Scheme of Arrangement, get listed on the
Exchanges.
The pre merger capital of IBHFL was held entirely by IBFSL. As an integral part of the Scheme and
pursuant to clause 26 thereof, upon allotment of shares under the Scheme by IBHFL, the entire pre
merger shareholding of IBSFL in IBHFL has been cancelled. Accordingly, the requirement as to lock-in
of pre merger capital of IBHFL does not apply in the instant case.
74
14. Shareholding Pattern of our Company After Implementation of the Scheme as on March
31, 2013 (Post Merger)
Categro
y Code
Category of
shareholder
Number of
shareholde
rs
Total
number
of
shares
Number of
shares held
in
dematerialis
ed form
Total shareholding as a
percentage of total
number of shares
Shares pledged or
otherwise
encumbered
As a
percentag
e of (A+B)
As a
percentage
of
(A+B+C)
No of
shares
As a
percenta
ge
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) =
(VIII)/(I
V)*100
A Promoter and
Promoter Group
1 Indian
(a) Individual/Hindu
Undivided family 3 75368614 75368614
24.56 24.12
0 0.00
(b) Central
Government/state
government(s) 0 0 0
0.00 0.00
(c) Bodies corporate
6 42603669 42603669
13.88 13.63
0 0.00
(d) Financial
Institutions/Banks
0 0 0 0.00 0.00
0 0.00
(e) Qualified Foreign
Investor
0 0 0 0.00 0.00
0 0.00
(f) Any other (specify) 0 0 0 0.00 0.00
0 0.00
Sub Total (A) (1) 9 117972283 117972283 38.44 37.75
0 0.00
2 Foreign
(a) Individuals (Non
resident individuals /
Foreign individuals)
0 0 0.00 0.00
0 0.00
(b) Bodies corporate 0 0 0 0.00 0.00
0 0.00
(c) Institutions 0 0 0 0.00 0.00
0 0.00
(d) Qualifed Foreign
Investors
0 0 0 0.00 0.00
0 0.00
(e) Any other (specify) 0 0 0 0.00 0.00
0 0.00
Sub Total (A) (2) 0 0 0 0.00 0.00 0
0.00
Total Shareholding
of Promoter and
Promoter Group
A=A(1)+A(2)
9 117972283 117972283 38.44 37.75 0 0.00
(B) Public shareholding
1 Institutions
(a) Mutual Funds / UTI
4 8176634 8176634
2.66 2.62
N.A N.A
(b) Financial Institutions
/ Banks 5 3038765 3038765
0.99 0.97
N.A N.A
(c) Central Government /
State Government(s)
0 0 0 0.00 0.00
N.A N.A
(d) Venture Capital Funds 0 0 0 0.00 0.00
N.A N.A
(e) Insurance Companies 0 0 0 0.00 0.00
N.A N.A
( f) Foreign institutional
investors 184 135164112 135164112
44.04 43.25
N.A N.A
(g) Foreign Venture
Capital Investors
0 0 0 0.00 0.00
N.A N.A
75
(h) Qualifed Foreign
Investors
0 0 0 0.00 0.00
N.A N.A
(i) Any other (specify) 0 0 0 0.00 0.00
N.A N.A
Sub Total (B) (1) 193 146379511 146379511 47.70 46.84
N.A N.A
2 Non Instituions
(a) Bodies Corporate
1040 15799778 15799778
5.15 5.06
N.A N.A
(b)(I) Individual
shareholders holding
nominal share capital
up to Rs. 1 lakh 71923 10578573 10555840
3.45 3.39
N.A N.A
(b)(ii) Individual
shareholders holding
nominal share capital
in excess of Rs. 1
lakh 35 10137738 9864338
3.30 3.24
N.A N.A
(C) Qualifed Foreign
Investors 0 0 0
0.00 0.00
N.A N.A
(D) Any other (specify)
N.A N.A
Non-Resident Indians
637 368995 368995
0.12 0.12
N.A N.A
Clearing Members
16 14679 14679
0.00 0.00
N.A N.A
Overseas Corporate
Bodies 1 5651479 5651479
1.84 1.81
N.A N.A
Sub Total (B) (2) 73652 42551242 42255109 13.86 13.62
N.A N.A
Total Public
shareholding (B)=
(B1) +(B2)
73845 188930753 188634620 61.56 60.46
Total (A)+(B) 73854 306903036 306606903 100.00 98.21
(C ) Shares held by
custodians and
against which
Depository
Receipts have been
issued
1 promoter and
promoter group
0 0 0 0.00 0.00 0 0.00
2 Public 1 5608131 5608131 0.00 1.79 0 0.00
Grand Total (A)
+(B)+( C) 73855 312511167 312215034 100.00 0 0.00
15. Details of Shareholders holding more than one percent of the share capital of Indiabulls
Housing Finance Limited. (Post Merger)
Name of the Shareholder Number of
Shares
Percentage of total
Shareholding
SAMEER GEHLAUT
37601278 12.03
COPTHALL MAURITIUS INVESTMENT LIMITED
21848131 6.99
SAURABH KUMAR MITTAL
18987083 6.08
HSBC GLOBAL INVESTMENT FUNDS A/C HSBC GLOBAL INVESTMENT
FUNDS MAURITIUS LIMITED
18962353 6.07
RAJIV RATTAN
18780253 6.01
ORTHIA LAND DEVELOPMENT PRIVATE LIMITED
15717165 5.03
HSBC BANK (MAURITIUS) LIMITED A/C CINNAMON CAPITALLIMITED
15396580 4.93
ORTHIA DEVELOPERS PRIVATE LIMITED
12681557 4.06
MORGAN STANLEY ASIA (SINGAPORE) PTE.
7742820 2.48
PRIAPUS PROPERTIES PRIVATE LIMITED
7039926 2.25
76
LNM INDIA INTERNET VENTURES LIMITED
5651479 1.81
DEUTSCHE BANK TRUST COMPANY AMERICAS
5608131 1.79
CLSA (MAURITIUS) LIMITED
4028087 1.29
VANGUARD EMERGING MARKETS STOCK INDEX FUND, ASERIES OF
VANGUARD INTERNATIONAL EQUITY INDE X FUND
4024329
1.29
HESPERA INFRASTRUCTURE PRIVATE LIMITED
3604112 1.15
TOTAL
19,76,73,284 63.25
16. Pre and Post Merger Shareholding of Promoter and Promoter Group of our Company:
Pre Merger Post Merger
No. of
Equity
Shares
Percentage of
Equity Share
capital
No. of Equity
Shares
Percentage
of Equity
Share capital
Promoters
Mr. Sameer Gehlaut 0.00 0.00 3,76,01,278 12.03
Mr. Rajiv Rattan 0.00 0.00 1,87,80,253 6.01
Mr. Saurabh Kumar Mittal 0.00 0.00 1,89,87,083 6.08
Total Holding of Promoters 0.00 0.00 7,53,68,614 24.12
Promoters Group
Orthia Land Development Private
Limited
0.00 0.00 1,57,17,165 5.03
Orthia Developers Private Limited 0.00 0.00 1,26,81,557 4.06
Priapus Properties Private Limited 0.00 0.00 70,39,926 2.25
Hespera Infrastructure Private
Limited
0.00 0.00 36,04,112 1.15
Hespera Properties Private Limited 0.00 0.00 25,60,909 0.82
Hespera Real Estate Private
Limited
0.00 0.00 10,00,000 0.32
Cleta Properties Private Limited 0.00 0.00 0.00 0.00
Cleta Buildtech Private Limited 0.00 0.00 0.00 0.00
Priapus Real Estate Private Limited 0.00 0.00 0.00 0.00
Priapus Developers Private Limited 0.00 0.00 0.00 0.00
Inuus Infrastructure Private
Limited
0.00 0.00 0.00 0.00
Inuus Land Development Private
Limited
0.00 0.00 0.00 0.00
Hespera Realty Private Limited 0.00 0.00 0.00 0.00
Hespera Realcon Private Limited 0.00 0.00 0.00 0.00
Priapus Constructions Private
Limited
0.00 0.00 0.00 0.00
Total Holding of Promoters
Group
0.00 0.00 4,26,03,669 13.63
Total Holding of Promoters and
Promoters Group
0.00 0.00 11,79,72,283 37.75
17. A list of top ten shareholders of the Company and the number of Equity Shares held by
them is as under
a.) As on the date of the Information Memorandum (POST MERGER)
77
Name of Shareholders
Number of shares
held
% of
Total
number
of shares
of the
Company
SAMEER GEHLAUT 3,76,01,278 12.03
COPTHALL MAURITIUS INVESTMENT LIMITED 2,18,48,131 6.99
SAURABH KUMAR MITTAL 1,89,87,083 6.08
HSBC GLOBAL INVESTMENT FUNDS A/C HSBC
GLOBAL INVESTMENT FUNDS MAURITIUS LIMITED 1,89,62,353 6.07
RAJIV RATTAN 1,87,80,253 6.01
ORTHIA LAND DEVELOPMENT PRIVATE LIMITED 1,57,17,165 5.03
HSBC BANK (MAURITIUS) LIMITED A/C CINNAMON
CAPITALLIMITED 1,53,96,580 4.93
ORTHIA DEVELOPERS PRIVATE LIMITED 1,26,81,557 4.06
MORGAN STANLEY ASIA (SINGAPORE) PTE. 77,42,820 2.48
PRIAPUS PROPERTIES PRIVATE LIMITED 70,39,926 2.25
Total 17,47,57,146 55.92
b.) Two years prior to the date of this Information Memorandum (PRE MERGER)
Name of the Shareholder Number of
Shares
% of Total
number of
shares of the
Company
Indiabulls Financial Services Limited* 15,56,89,656
100.00
Total 15,56,89,656 100.00
*Includes six shares held through Nominees
c.) Ten days prior to the date of this Information Memorandum (POST MERGER)
Name of Shareholders
Number of shares
held
% of
Total
number
of shares
of the
Company
SAMEER GEHLAUT 3,76,01,278 12.03
COPTHALL MAURITIUS INVESTMENT LIMITED 2,18,48,131 6.99
SAURABH KUMAR MITTAL 1,89,87,083 6.08
HSBC GLOBAL INVESTMENT FUNDS A/C HSBC
GLOBAL INVESTMENT FUNDS MAURITIUS LIMITED 1,89,62,353 6.07
RAJIV RATTAN 1,87,80,253 6.01
ORTHIA LAND DEVELOPMENT PRIVATE LIMITED 1,57,17,165 5.03
HSBC BANK (MAURITIUS) LIMITED A/C CINNAMON
CAPITALLIMITED 1,53,96,580 4.93
ORTHIA DEVELOPERS PRIVATE LIMITED 1,26,81,557 4.06
MORGAN STANLEY ASIA (SINGAPORE) PTE. 77,42,820 2.48
PRIAPUS PROPERTIES PRIVATE LIMITED 70,39,926 2.25
Total 17,47,57,146 55.92
78
18. The Company has four ESOP schemes in the Company as on the date of this Information
Memorandum.
19. As on March 31, 2013, there are 43,87,066 outstanding stock options under different employees
stock option schemes.
Further there are also 4,82,00,000 warrants convertible into an equivalent number of equity
shares of Rs. 2/- each, the breakup of which is as under:
a. 2,75,00,000 Warrants issued to holders of listed Warrants of the Amalgamating Company; and
b. 2,07,00,000 warrants issued to holders of unlisted warrants of the Amalgamating Company.
20. The Company has not issued any Equity Shares out of revaluation reserve or reserves without
accrual of cash resources.
21. At any given time, there shall be only one denomination of the Equity Shares of the Company
and the Company shall comply with such disclosure and accounting norms specified by SEBI
from time to time.
22. The Company has 73855 shareholders as on the date of filing the Information Memorandum.
23. The Equity Shares held by the Promoter are not subject to any pledge.
24. None of the Directors or Key Management Personnel holds Equity Shares in the Company except
as stated in the section titled “Our Management” on page 98 of this Information Memorandum.
25. As on date there are no partly paid up shares.
79
STATEMENT OF TAX BENEFITS
The statement of tax benefits has been prepared by Tax Auditors, M/s A Sardana & Co., Chartered
Accountants, vide their letter dated May 9, 2013.
The information provided below sets out the possible tax benefits available to prospective investors in
a summary manner only and is not a complete analysis or listing of all potential tax consequences of
the subscription, ownership and disposal of securities, under the current tax laws presently in force in
India. Several of these benefits are dependent on the prospective investors fulfilling the conditions
prescribed under the relevant tax laws. Hence the ability to derive the tax benefits is dependent upon
fulfilling such conditions based on business imperatives it faces in the future, it may not choose to
fulfill. The following overview is not exhaustive or comprehensive and is not intended to be a
substitute for professional advice
INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO THE TAX
IMPLICATIONS OF AN INVESTMENT IN THE SECURITIES, PARTICULARLY IN VIEW OF THE FACT THAT
CERTAIN RECENTLY ENACTED LEGISLATION MAY NOT HAVE A DIRECT LEGAL PRECEDENT OR MAY
HAVE A DIFFERENT INTERPRETATION ON THE BENEFITS, WHICH AN INVESTOR CAN AVAIL.
In respect of non-residents, the tax rates and the consequent taxation, mentioned in this section shall
be further subject to any benefits available under the Double Taxation Avoidance Agreement, if any,
between India and the country in which the non-resident has fiscal domicile.
To
The Board of Directors
Indiabulls Housing Finance Limited
F-60, Malhotra Building, 2
nd
Floor,
New Delhi-110001
Dear Sirs,
We hereby confirm that the enclosed annexure, prepared by Indiabulls Housing Finance Limited (“the Company”),
states the possible tax benefits available to the shareholders of the Company under the Income-tax Act, 1961
(„Act?), the Wealth Tax Act, 1957 and the Gift Tax Act, 1958, presently in force in India. Several of these benefits
are dependent on the shareholders fulfilling the conditions prescribed under the relevant provisions of the Act.
Hence, the ability of the shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which
the shareholders may or may not choose to fulfill.
The benefits discussed in the enclosed Annexure are not exhaustive and the preparation of the contents stated is
the responsibility of the Company?s management. We are informed that this statement is only intended to provide
general information to the investors and hence is neither designed nor intended to be a substitute for professional
tax advice. In view of the individual nature of the tax consequences, the changing tax laws, each investor is
advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their
participation in the issue.
Our confirmation is based on the information, explanations and representations obtained from the Company and on
the basis of our understanding of the business activities and operations of the Company.
We do not express an opinion or provide any assurance as to whether:
? the shareholders will continue to obtain these benefits in future; or
? the conditions prescribed for availing the benefits, where applicable have been/would be met.
For A Sardana & Co.
Chartered Accountants
Firm registration no. 021890N
Sd/-
Ajay Sardana
Partner
Membership No. 089011
New Delhi, May 09, 2013
80
ANNEXURE TO LETTER DATED MAY 9, 2013 - THE STATEMENT OF POSSIBLE TAX BENEFITS
AVAILABLE TO SHAREHOLDERS OF INDIABULLS HOUSING FINANCE LIMITED.
Outlined below are the possible benefits available to shareholders of Indiabulls Housing Finance
Limited (“the Company”) under the current direct tax laws in India for the financial year 2012-13.
Statement of General Tax Benefits:
These are the general tax benefits available to the shareholders, subject to compliance with
relevant provisions.
A. Under the Income Tax Act, 1961 (“ITA”)
I. Benefits available to Resident Shareholders
1. Under Section 10(32) of the ITA, any income of minor children clubbed in the total income of
the parent under Section 64(1A) of the ITA, will be exempt from tax to the extent of
Rs.1,500/- per minor child whose income is so included.
2. The company is liable to pay a dividend distribution tax currently at the rate of 15% (plus
applicable surcharge and education cess) on total amount of income distributed or declared or
paid as dividend.
As per Section 10(34) read with Section 115-O (6) of the ITA, any income by way of dividends
referred to in Section 115-O (i.e. dividends declared, distributed or paid on or after 1 April
2003 by the domestic companies) received on the shares of the Company is exempt from tax.
However it is pertinent to note that Section 14A of the ITA restricts claims for deduction of
expenses incurred in relation to exempt income. Thus, any expenses incurred to earn the
dividend income are not an allowable expenditure.
3. As per Section 2(29A) read with Section 2(42A), shares held in a company are treated as long
term capital asset if the same are held by the assessee for more than twelve months period
immediately preceding the date of its transfer. Accordingly, the benefits enumerated below in
respect of long term capital assets would be available if the shares are held for more than
twelve months.
4. As per Section 10(38) of the ITA, long term capital gains arising from the transfer of a long
term capital asset being an equity share of the Company, where such transaction is
chargeable to securities transaction tax, will be exempt in the hands of the shareholder.
5. As per Section 54EC of the ITA and subject to the conditions and to the extent specified
therein, long-term capital gains (in cases not covered under Section 10(38) of the ITA) arising
on the transfer of a long-term capital asset will be exempt from capital gains tax to the extent
such capital gains are invested in a “long term specified asset” within a period of 6 months
after the date of such transfer. It may be noted that investment made on or after April 1,
2007 in the long term specified asset by an assessee during any financial year cannot exceed
Rs. 50 Lacs.
However, if the assessee transfers or converts the long term specified asset into money within
a period of three years from the date of its acquisition, the amount of capital gains exempted
earlier would become chargeable to tax as long-term capital gains in the year in which the
long term specified asset is transferred or converted into money.
81
A “long term specified asset” means any bond, redeemable after three years and issued on or
after the 1st day of April 2007 by:
i. National Highways Authority of India constituted under Section 3 of the National
Highways Authority of India Act, 1988; or
ii. Rural Electrification Corporation Limited, a company formed and registered under the
Companies Act, 1956.
6. As per Section 54F of the ITA, long term capital gains (in cases not covered under Section
10(38)) arising on the transfer of the shares of the Company held by an individual or Hindu
Undivided Family (HUF) will be exempt from capital gains tax if the net consideration is
utilised, within a period of one year before, or two years after the date of transfer, in the
purchase of a residential house, or for construction of a residential house within three years.
Such benefit will not be available:
a) if the individual or Hindu Undivided Family-
• owns more than one residential house, other than the new residential house,
on the date of transfer of the shares; or
• purchases another residential house within a period of one year after the date
of transfer of the shares; or
• constructs another residential house within a period of three years after the
date of transfer of the shares; and
b) the income from such residential house, other than the one residential house owned on
the date of transfer of the original asset, is chargeable under the head “Income from
house property”.
If only a part of the net consideration is so invested, so much of the capital gain as bears to
the whole of the capital gain, the same proportion as the cost of the new residential house
bears to the net consideration, will be exempt.
If the new residential house is transferred within a period of three years from the date of
purchase or construction, the amount of capital gains on which tax was not charged earlier,
will be deemed to be income chargeable under the head “Capital Gains” of the year in which
the residential house is transferred.
7. As per Section 74 Short-term capital loss suffered during the year is allowed to be set-off
against short-term as well as long-term capital gains of the said year. Balance loss, if any,
could be carried forward for eight years for claiming set-off against subsequent years? short
term as well as long-term capital gains. Long-term capital loss suffered during the year is
allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried
forward for eight years for claiming set-off against subsequent years? long-term capital gains.
8. As per Section 111A of the ITA, short term capital gains arising from the sale of equity shares
of the Company transacted through a recognized stock exchange in India, where such
transaction is chargeable to securities transaction tax, will be taxable at the rate of 15% (plus
applicable surcharge and education cess).
82
9. As per Section 112 of the ITA, taxable long-term capital gains, if any, on sale of listed
securities will be charged to tax at the rate of 20% (plus applicable surcharge and education
cess) after considering indexation benefits or at 10% (plus applicable surcharge and education
cess) without indexation benefits, whichever is less.
II. Benefits available to Non-Resident Indians/Non-Resident Shareholders (Other than
FIIs)
1. Under Section 10(32) of the ITA, any income of minor children clubbed in the total income of
the parent under Section 64(1A) of the ITA, will be exempt from tax to the extent of Rs.1,500
per minor child whose income is so included.
2. The company is liable to pay a dividend distribution tax currently at the rate of 15% (plus
applicable surcharge and education cess) on total amount of income distributed or declared or
paid as dividend.
As per Section 10(34) read with Section 115-O (6) of the ITA, any income by way of dividends
referred to in Section 115-O (i.e. dividends declared, distributed or paid on or after 1 April
2003 by the domestic companies) received on the shares of the Company is exempt from tax.
However it is pertinent to note that Section 14A of the ITA restricts claims for deduction of
expenses incurred in relation to exempt income. Thus, any expenses incurred to earn the
dividend income are not an allowable expenditure.
3. As per Section 2(29A) read with Section 2(42A), shares held in a company are treated as long
term capital asset if the same are held by the assessee for more than twelve months period
immediately preceding the date of its transfer. Accordingly, the benefits enumerated below in
respect of long term capital assets would be available if the shares are held for more than
twelve months.
4. As per Section 10(38) of the ITA, long term capital gains arising from the transfer of long term
capital asset being an equity share of the Company, where such transaction is chargeable to
securities transaction tax, will be exempt in the hands of the shareholder.
5. As per first proviso to Section 48 of the ITA, in case of a non resident shareholder, the capital
gain/loss arising from transfer of shares of the Company, acquired in convertible foreign
exchange, is to be computed by converting the cost of acquisition, sales consideration and
expenditure incurred wholly and exclusively incurred in connection with such transfer, into the
same foreign currency which was initially utilized in the purchase of shares. Cost Indexation
benefit will not be available in such a case. As per Section 112 of the ITA, taxable long-term
capital gains, if any, on sale of shares of the company will be charged to tax at the rate of
20% (plus applicable surcharge and education cess).
6. As per Section 54EC of the ITA and subject to the conditions and to the extent specified
therein, long-term capital gains (in cases not covered under Section 10(38) of the ITA) arising
on the transfer of a long-term capital asset will be exempt from capital gains tax to the extent
such capital gains are invested in a “long term specified asset” within a period of 6 months
after the date of such transfer. It may be noted that investment made on or after April 1,
2007 in the long term specified asset by an assessee during any financial year cannot exceed
Rs. 50 Lacs.
83
However, if the assessee transfers or converts the long term specified asset into money within
a period of three years from the date of its acquisition, the amount of capital gains exempted
earlier would become chargeable to tax as long-term capital gains in the year in which the
long term specified asset is transferred or converted into money.
A “long term specified asset” for making investment under this Section on or after 1st April
2007 means any bond, redeemable after three years and issued on or after the 1st April 2007
by:
i. National Highways Authority of India constituted under Section 3 of the National
Highways Authority of India Act, 1988; or
ii. Rural Electrification Corporation Limited, a company formed and registered under the
Companies Act, 1956.
7. As per Section 54F of the ITA, long term capital gains (in cases not covered under Section
10(38)) arising on the transfer of the shares of the Company held by an individual or Hindu
Undivided Family (HUF) will be exempt from capital gains tax if the net consideration is
utilized, within a period of one year before, or two years after the date of transfer, in the
purchase of a residential house, or for construction of a residential house within three years.
Such benefit will not be available:
(a). if the individual or Hindu Undivided Family-
• owns more than one residential house, other than the new residential house,
on the date of transfer of the shares; or
• purchases another residential house within a period of one year after the date
of transfer of the shares; or
• constructs another residential house within a period of three years after the
date of transfer of the shares; and
(b). the income from such residential house, other than the one residential house owned
on the date of transfer of the original asset, is chargeable under the head “Income
from house property”.
If only a part of the net consideration is so invested, so much of the capital gain as bears to
the whole of the capital gain, the same proportion as the cost of the new residential house
bears to the net consideration, will be exempt.
If the new residential house is transferred within a period of three years from the date of
purchase or construction, the amount of capital gains on which tax was not charged earlier,
will be deemed to be income chargeable under the head “Capital Gains” of the year in which
the residential house is transferred.
8. As per Section 74 Short-term capital loss suffered during the year is allowed to be set-off
against short-term as well as long-term capital gains of the said year. Balance loss, if any,
could be carried forward for eight years for claiming set-off against subsequent years? short
term as well as long-term capital gains. Long-term capital loss suffered during the year is
allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried
forward for eight years for claiming set-off against subsequent years? long-term capital gains.
84
9. As per Section 111A of the ITA, short term capital gains arising from the sale of equity shares
of the Company transacted through a recognized stock exchange in India, where such
transaction is chargeable to securities transaction tax, will be taxable at the rate of 15% (plus
applicable surcharge and education cess).
10. As per Section 115E of the ITA, in the case of a shareholder being a Non-Resident Indian, and
subscribing to the shares of the Company in convertible foreign exchange, in accordance with
and subject to the prescribed conditions, long term capital gains arising on transfer of the
shares of the Company (in cases not covered under Section 10(38) of the ITA) will be subject
to tax at the rate of 10% (plus applicable surcharge and education cess), without any
indexation benefit.
11. As per Section 115F of the ITA and subject to the conditions specified therein, in the case of a
shareholder being a Non-Resident Indian, gains arising on transfer of a long term capital asset
being shares of the Company will not be chargeable to tax if the entire net consideration
received on such transfer is invested within the prescribed period of six months in any
specified asset or savings certificates referred to in Section 10(4B) of the ITA. If part of such
net consideration is invested within the prescribed period of six months in any specified asset
or savings certificates referred to in Section 10(4B) of the ITA then such gains would not be
chargeable to tax on a proportionate basis. Further, if the specified asset or savings certificate
in which the investment has been made is transferred within a period of three years from the
date of investment, the amount of capital gains tax exempted earlier would become
chargeable to tax as long term capital gains in the year in which such specified asset or
savings certificates are transferred.
12. As per Section 115G of the ITA, Non-Resident Indians are not obliged to file a return of
income under Section 139(1) of the ITA, if their only source of income is income from
specified investments or long term capital gains earned on transfer of such investments or
both, provided tax has been deducted at source from such income as per the provisions of
Chapter XVII-B of the ITA.
13. As per Section 115H of the ITA, where Non-Resident Indian becomes assessable as a resident
in India, he may furnish a declaration in writing to the Assessing Officer, along with his return
of income for that year under Section 139 of the ITA to the effect that the provisions of
Chapter XII-A shall continue to apply to him in relation to such investment income derived
from foreign exchange assets, the specified assets for that year and subsequent assessment
years until such assets are converted into money.
14. As per Section 115I of the ITA, a Non-Resident Indian may elect not to be governed by the
provisions of Chapter XII-A for any assessment year by furnishing a declaration along with his
return of income for that assessment year under Section 139 of the ITA, that the provisions of
Chapter XII-A shall not apply to him for that assessment year and accordingly his total income
for that assessment year will be computed in accordance with the other provisions of the ITA.
For the purpose of aforesaid clauses “Non-Resident Indian” means an Individual, being a
citizen of India or a person of Indian origin who is not a “resident”. A person shall be deemed
to be of Indian origin if he, or either of his parents or any of his grand-parents, was born in
undivided India.
85
Provisions of the ITA vis-à-vis provisions of the Tax Treaty
In respect of non-residents, the tax rates and consequent taxation mentioned above will be
further subject to any benefits available under the Tax Treaty, if any, between India and the
country in which the non-resident is resident. As per the provisions of Section 90(2) of the
ITA, the provisions of the ITA would prevail over the provisions of the Tax Treaty to the extent
they are more beneficial to the non-resident.
Tax Deduction at Source
No income-tax is deductible at source from income by way of capital gains under the present
provisions of the ITA, in case of residents. However, as per the provisions of section 195 of the
ITA, any income by way of capital gains, payable to non residents (except long-term capital
gains exempt under section 10(38) of the ITA), may be eligible to the provisions of
withholding tax, subject to the provisions of the relevant tax treaty. Accordingly income tax
may have to be deducted at source in the case of a non- resident at the rate under the
domestic tax laws or under the tax treaty, whichever is beneficial to the assessee unless a
lower withholding tax certificate is obtained from the tax authorities.
As per Section 206AA of the Act, with effect from 1 April 2010, every person who is entitled to
receive any sum or income or amount on which tax is deductible at source, is required to
furnish the Permanent Account Number (PAN) to the person responsible for deducting such
tax, failing which tax shall be deducted at the rates as per the Act or rates in force or 20%
whichever is higher. The provisions of Section 206AA shall apply on capital gains payable to
non-residents.
III Benefits available to Foreign Institutional Investors (‘FIIs’)
1. As per Section 10(34) read with Section 115-O (6) of the ITA, any income by way of dividends
referred to in Section 115-O (i.e. dividends declared, distributed or paid on or after 1 April
2003 by the domestic companies) received on the shares of the Company is exempt from tax.
2. As per Section 2(29A) read with Section 2(42A), shares held in a company are treated as long
term capital asset if the same are held by the assessee for more than twelve months period
immediately preceding the date of its transfer. Accordingly, the benefits enumerated below in
respect of long term capital assets would be available if the shares are held for more than
twelve months.
3. As per Section 10(38) of the ITA, long term capital gains arising from the transfer of long term
capital asset being an equity share of the Company, where such transaction is chargeable to
securities transaction tax, will be exempt to tax in the hands of the FIIs.
4. As per Section 54EC of the ITA and subject to the conditions and to the extent specified
therein, long-term capital gains (in cases not covered under Section 10(38) of the ITA) arising
on the transfer of a long-term capital asset will be exempt from capital gains tax to the extent
such capital gains are invested in a “long term specified asset” within a period of 6 months
after the date of such transfer. It may be noted that investment made on or after April 1,
2007 in the long term specified asset by an assessee during any financial year cannot exceed
Rs. 50 Lacs.
86
However, if the assessee transfers or converts the long term specified asset into money within
a period of three years from the date of its acquisition, the amount of capital gains exempted
earlier would become chargeable to tax as long-term capital gains in the year in which the
long term specified asset is transferred or converted into money.
A “long term specified asset” for making investment under this Section on or after 1st April
2007 means any bond, redeemable after three years and issued on or after the 1st April 2007
by:
i. National Highways Authority of India constituted under Section 3 of the National Highways
Authority of India Act, 1988; or
ii. Rural Electrification Corporation Limited, a company formed and registered under the
Companies Act, 1956.
5. As per Section 74 Short-term capital loss suffered during the year is allowed to be set-off
against short-term as well as long-term capital gains of the said year. Balance loss, if any,
could be carried forward for eight years for claiming set-off against subsequent years? short
term as well as long-term capital gains. Long-term capital loss suffered during the year is
allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried
forward for eight years for claiming set-off against subsequent years? long-term capital gains.
6. As per Section 111A of the ITA, short term capital gains arising from the sale of equity shares
of the Company transacted through a recognized stock exchange in India, where such
transaction is chargeable to securities transaction tax, will be taxable at the rate of 15% (plus
applicable surcharge and education cess).
7. As per Section 115AD of the ITA, FIIs will be taxed on the capital gains that are not exempt
under the provision of Section 10(38) of the ITA, at the following rates:
Nature of income Rate of tax
(%)
Long term capital gains 10
Short term capital gains (other than referred to in Section 111A) 30
The above tax rates have to be increased by the applicable surcharge and education cess.
In case of long term capital gains, (in cases not covered under Section 10(38) of the ITA), the
tax is levied on the capital gains computed without considering the cost indexation.
8. As per Section 196D, no tax is to be deducted from any income, by way of capital gains
arising from the transfer of shares or dividend on shares as referred to in section 115AD
payable to Foreign Institutional Investor.
Provisions of the ITA vis-à-vis provisions of the Tax Treaty
The tax rates and consequent taxation mentioned above will be further subject to any benefits
available under the Tax Treaty, if any, between India and the country in which the FII is
resident. As per the provisions of Section 90(2) of the ITA, the provisions of the ITA would
prevail over the provisions of the Tax Treaty to the extent they are more beneficial to the FII.
87
IV. Benefits available to Mutual Funds
As per Section 10(23D) of the ITA, any income of Mutual Funds registered under the Securities
and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up
by public sector banks or public financial institutions and Mutual Funds authorised by the
Reserve Bank of India will be exempt from income tax, subject to such conditions as the
Central Government may, by notification in the Official Gazette, specify in this behalf.
B. Benefits available under the Wealth Tax Act, 1957
Asset as defined under Section 2(ea) of the Wealth tax Act, 1957 does not include shares in
companies and hence, shares of the Company are not liable to wealth tax in the hands of
shareholders.
C. Benefits available under the Gift Tax Act, 1958
Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Therefore, any
gift of shares of the Company will not attract gift tax.
However as per section 56(2) (vii) of the ITA, in case where individual or Hindu undivided
Family receives shares from any person on or after 1st October, 2009:
a. without any consideration, aggregate fair market value of which exceeds fifty thousand
rupees, then the whole of the aggregate fair market value of such property or;
b. for a consideration which is less than the aggregate fair market value of the shares by an
amount exceeding fifty thousand rupees, then the aggregate fair market value of such
property as exceeds such consideration;
shall be taxable as the income of the recipient.
88
SECTION IV-ABOUT THE COMPANY
INDUSTRY OVERVIEW
ECONOMIC SCENARIO:
The GDP growth rate for FY 12-13 is estimated at 5.9%. But it is expected that several initiatives
taken by the government during the course of the year will prove to be catalysts in spurring the
growth rate. Some of these initiatives are FDI in multi brand retail and aviation sectors, diesel price
partial deregulation, capping the number of subsidized LPG gas cylinders and proposed measures like
opening of the pension sector to foreign investments and raising the FDI cap in insurance to 49%.
Monetary policy has finally begun to show a pro growth inclination. With inflation moderating to sub
7% levels, in the second half of the year, RBI moved to address the liquidity deficit issue which was
constraining growth. Over the course of the last financial year, the Reserve bank dropped repo rate by
100 basis points to 7.50% and cut the CRR by 75 basis points to 4.00% from year opening figure of
8.50% and 4.75% respectively.
Headline WPI inflation is expected to further reduce to sub 6% levels over FY13-14 especially on the
back of normal monsoons. This will afford the RBI more headroom in reducing repo rate and CRR.
INDUSTRY OVERVIEW:
The home loan industry in India mainly comprises of banks and Housing Finance Companies (HFCs).
The National Housing Bank (NHB) operates as the nodal regulatory agency to promote, regulate and
provide financial and other support to HFCs at local and regional levels. HFCs primarily depend on
funding sources such as loans from banks and financial institutions, refinance from NHB, borrowing
through bonds and debentures, commercial paper, subordinate debt, besides their own equity and
reserves.
A decade of steady economic growth driven by the industrial and service sector has resulted in steady
growth in per capita income. This has triggered a migration towards urban areas chasing expanding
job opportunities in the service and non-agricultural sectors. Cascading effects of this are growing
income levels and fragmentation of traditionally large family structures into smaller nuclear units.
Economic growth has also meant that availability of finance is now easier, quicker and more customer
centric. All these factors, coupled with a large housing shortfall, have converged to trigger an
unprecedented boom in the housing market, and resultantly in the housing loan market.
Indeed, the housing finance sector has witnessed high levels of sustained growth over the last several
years. Housing finance disbursals have grown at a CAGR of 30% in the ten years between 2000-01
and 2010-11. The total outstanding domestic housing credit has grown at a CAGR of 20% in the five
years between 2004-05 and 2010-11.
Being specialist finance companies, HFCs have processes and procedures completely tuned to their
products. They have the optimal distribution network with presence in locations and localities where
demand and potential is the highest. Key personnel such as the sales teams, credit teams and the
collection network are extensively trained to administer and manage housing loans. And indeed,
housing loans as a product is unique in many respects.
Housing loans require continuous and constant engagement with the customer, unlike fixed interest,
fixed EMI retail individual loans. Housing loans are almost always extended at a variable rate of
interest and have tenures of over 15 years. Constant customer engagement is necessitated by factors
such as changing EMIs due to changes in rates of interest; customers having the option to opt for a
change in tenure or change in EMI with changes in interest rates; customers opting to pre-pay over
the long duration of the loan; customers opting to transfer in, from another lender, or transfer their
balance out, to another lender, in the search of more favourable terms.
89
As most of the housing loans extended towards under-construction properties is construction linked,
on the loan appraisal and disbursal part of the operations, HFCs have to have the ability to asses
various residential real estate developers to effectively estimate construction and other project related
risks. Though the customer bears the responsibility for complete servicing and repayment of the loan
irrespective of completion and delivery of the housing unit, construction and project risks nevertheless
have a bearing on proper loan repayment and collateral realization in the event of a default.
With increasing competition finance companies and banks that are best placed to manage the unique
dynamics of the housing loan product are at an advantage. HFCs, having built their operations
exclusively around housing loans, have been witnessing a steady growth in market share. In FY 2012-
13, HFCs contributed 47% of the domestic housing finance growth over the previous year, up from
only 22% in FY 2005-06. This trend is expected to continue with HFCs capturing an ever increasing
share of the mortgage finance market.
Promoting home ownership, especially in the affordable housing segment has been a high government
priority. Underlining this, the Finance Minister raised tax deduction limit by Rs. 1 lakh for first-time
home buyers. This translates to reduction in the effective rate of interest that the home purchaser has
to pay on any loan that he avails.
90
BUSINESS OVERVIEW
The Company, as an incorporated legal entity came into existence on May 10, 2005, under the
Companies Act, 1956, having been registered on such date with the Registrar of Companies, NCT of
Delhi and Haryana vide registration no. U65922DL2005PLC136029 and obtained the certificate for
commencement of business on January 10, 2006, to enable it to carry on the business of housing
finance, upon receipt of the license to do so from the National Housing Bank. Indiabulls Financial
Services Limited (IBFSL), the erstwhile promoter of the Company, incorporated on January 10, 2000
and since March 30, 2001, had already been functioning, as a non banking finance company. The
merger of IBFSL with the Company, on a going concern basis, therefore ensured a continuity of the
Company?s business, since March 30, 2001.
The Company is India?s 3rd largest Housing Finance Company post the merger with its wholly owned
erstwhile parent company, Indiabulls Financial Services Limited. The company manages loan assets of
Rs 34,425 Cr as on March 31, 2013 (Consolidated basis).
In the year end March 31, 2013 the company clocked a PAT of Rs 1,266 Cr, an increase of 25.8%
compared to FY 2011-12?s PAT of erstwhile holding company IBFSL of Rs 1,006 Cr (Consolidated
basis).
Indiabulls has nationwide presence through its network of 200 branches spread across 20 states and
union territories. Over the last decade the company has expanded its branch network to effectively
cover geographical areas relevant to its suite of products.
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KEY INDUSTRY REGULATIONS
The Company is a registered HFC, without accepting public deposits, with the NHB and also as a
notified financial institution under the Securitisation and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002, is engaged in the business of housing finance activities
which include inter alia providing home loan to any person for purchase of residential property as well
as provide finance through intermediaries for housing projects.
The following description is a summary of certain sector specific laws & regulations in India which are
applicable to our Company. The regulations set out hereunder may not be exhaustive & are only
intended to provide general information to the investors and are neither designed nor intended to
substitute for professional legal advice. The statements below are based on the current provisions of
the Indian law, and the judicial and administrative interpretations thereof, which are subject to change
or modification by subsequent legislative, regulatory, administrative or judicial decisions.
The National Housing Bank Act, 1987
The National Housing Bank Act, 1987 (the “NHB Act”), was enacted to establish NHB to operate as a
principal agency to promote HFCs both at the local and regional levels and to provide financial and
other support to such institutions for matters connected therewith or incidental thereto. NHB is
entrusted with the responsibility of regulating and supervising activities of HFC?s by virtue of power
vested in the NHB ACT, 1987. In terms of the NHB ACT, 1987, NHB is expected, in the public interest,
to regulate the housing finance system of the country to its advantage and/or to prevent the affairs of
any housing finance institution being conducted in a manner detrimental to the interest of its stake
holders. For this, NHB has been empowered to determine the policy and give directions to the housing
finance institutions and their auditors.
Under the NHB Act, every HFC is required to obtain a certificate of registration and meet the
requirement of net owned funds of Rs. 100 million or such other higher amount as the NHB may
specify for commencing or carrying on the business of HFCs. Pursuant to the NHB Act, every HFC is
also required to create a reserve fund and transfer therein a sum not less than 20% of its net profit
every year as disclosed in the profit and loss account and before any dividend is declared.
The Housing Finance Companies (National Housing Bank) Directions, 2010, as amended
The objective of the NHB Directions, 2010 is to provide the prudential norms for income recognition,
accounting standards, asset classification, provision for bad and doubtful assets, capital adequacy and
concentration of credit/investment and etc. to be observed by the housing finance institutions and the
matters to be included in the auditors? report by the auditors of housing finance institutions.
The Prevention of Money Laundering Act, 2002
The Prevention of Money Laundering Act, 2002 (the “PMLA”) was enacted to prevent money
laundering and to provide for confiscation of property derived from, and involved in, money
laundering. In terms of the PMLA, every financial institution, including housing finance institutions, is
required to maintain record of all transactions including the value and nature of such transactions,
furnish information of such transactions to the director defined under PMLA and verify and maintain
the records of the identity of all its clients, in such a manner as may be prescribed.
SARFAESI Act
The SARFAESI Act regulates the securitization and reconstruction of financial assets of banks and
financial institutions. The SARFAESI Act provides for measures in relation to enforcement of security
interests and rights of the secured creditor in case of default. The Government of India, in exercise of
the powers conferred under sub-section (1) of section 2 of the SARFAESI Act, has specified certain
HFCs (including the Company), which can enforce security interest as per the SARFAESI Act.
92
Refinance Scheme for Housing Finance Companies, 2003
Pursuant to Refinance Scheme for Housing Finance Companies, 2003 (“Refinance Scheme”), as
amended, HFCs registered with the NHB are eligible to obtain refinance from the NHB in respect of
their direct lending up to Rs.5 million to individuals for the purchase, construction, repair and
upgrade of housing units. The financial assistance can be drawn by HFCs in respect of loans
already advanced by them and also for prospective disbursements. All HFCs registered with NHB
are eligible to apply for refinance from NHB and will be eligible subject to the refinance policy.
Master Circular on Housing Finance issued by the Reserve Bank of India
Pursuant to the Master Circular on Housing Finance dated July 2, 2012, as amended issued by the
Reserve Bank of India (“Master Circular”), banks are eligible to deploy their funds under the
housing finance allocation in any of three categories, i.e. (i) direct finance; (ii) indirect finance; or
(iii) investment in bonds of the NHB/Housing and Urban Development Corporation Limited, or
combination thereof. Indirect finance includes loans to HFCs, housing boards, other public housing
agencies, etc., primarily for augmenting the supply of serviced land and constructed units.
Under the terms of the Master Circular, banks may grant loans to HFCs taking in to account (long-
term) debt-equity ratio, track record, recovery performance and other relevant factors. The
quantum of term loan to be sanctioned to HFCs will not be linked to net owned funds as NHB.
Priority Sector Lending
Pursuant to a RBI circular dated July 20, 2012 and October 17, 2012, loans granted by banks to
HFCs, approved by the NHB for the purpose of refinance, for on-lending for
purchase/construction/reconstruction of individual dwelling units or for slum clearance and
rehabilitation of slum dwellers, subject to an aggregate loan limit of Rs 10 lakh per borrower would
be classified under priority sector, provided that all inclusive interest rate charged to the ultimate
borrower is not exceeding the lowest lending rate of the lending bank for housing loans plus 2%
p.a.
Implementation of Golden Jubilee Rural Housing Scheme and 1% Interest Subvention
Schemes of Housing & Urban Development Ministry, Government of India.
The NHB is the nodel agency for implementation of the above two schemes framed by the GoI for
economically weaker sections of the country. The NHB issues guidelines to all HFCs from time to
time towards implementation of these sceheme. HFCs are reuired to follow NHB guidelines in this
regards and report periodically about the status of implementation.
Guidelines for Asset Liability Management System for HFCs vide circular dated October
11, 2010
Pursuant to NHB circular dated October 11, 2010 on asset liability management system by HFCs
(“ALM Guidelines”), NHB lays down broad guidelines for HFCs to have proper systems for
management of liquidity and interest rate risks. The ALM Guidelines provide that the board of
directors of an HFC should have overall responsibility for management of risks and should decide
the risk management policy and set limits for liquidity, interest rate, exchange rate and equity
price risks. Additionally, an asset-liability committee is required to be constituted consisting of the
HFC?s senior management including the chief executive officer for ensuring adherence to the limits
set by the board as well as for deciding the business strategy of the HFC (on the assets and
liabilities sides) in line with the HFC?s budget and decided risk management objectives.
Guidelines on Fair Practices Code for HFCs
Pursuant to NHB circular dated September 5, 2006, amended on October 11, 2010 & on April 25,
2011, the Guidelines on Fair Practices Code for HFCs (“Fair Practices Code”) were issued by the
NHB to cover all aspects of loan sanctioning, disbursal and repayment issues as well as the
procedures to be followed in resolving grievances of clients expeditiously through a transparent
process & procedure on grievance redressal mechanism . The Fair Practices Code seeks to promote
good and fair practices by setting minimum standards in dealing with customers, increase
transparency, encourage market forces, promote fair and cordial relationship between customer
and HFCs and foster confidence in the housing finance system.
93
Guidelines for Recovery Agents Engaged by HFCs
The Guidelines for Recovery Agents Engaged by HFCs (“Recovery Agents Guidelines”) were
issued on July 14, 2008 by the NHB in relation to the practices and procedures regarding the
engagement of recovery agents by the HFCs. In terms of these guidelines, HFCs are required to
have a due diligence process in place for engagement of recovery agents, which should cover
inter-alia, individuals involved in the recovery process. HFCs are required to ensure that the
agents engaged by them in the recovery process carry out verification of the antecedents of their
employees and HFCs may decide the periodicity at which re-verification should be resorted to.
HFCs are required to ensure that the recovery agents are properly trained to handle with care and
sensitivity their responsibilities, in particular, aspects like hours of calling and privacy of customer
information, among others. HFCs are also required to inform the borrower of the details of
recovery agency firms/companies while forwarding default cases to the recovery agency.
Guidelines for engagement of Direct Selling Agent (DSA)
The guidelines on engagement of Direct Selling Agent (DSA) were issued to HFCs on 14
th
July 2008 prescribing therin detaailed guidelines to be followed by the direct selling
agents of the Company. The Bank has also adivsed in its guidelines to adopt model code
of conduct for the DSA engaged by the Company.
Know Your Customer Guidelines
The KYC Guidelines issued by NHB on October 11, 2010 mandate the KYC policies and anti money
laundering measures for HFC to have certain key elements, including inter-alia a customer
acceptance policy, customer identification procedures, monitoring of transactions and risk
management, adherence to NHB KYC Guidelines and the exercise of due diligence by the NBFC,
including its brokers and agents.
Norms for excessive interest rates
The NHB notification has advised all HFCs to revisit internal policies in determining interest rates
and fee and other charges. The NHB has also advised all HFCs not to charge excessive interest
from their clients. According to this advice, the board of each HFC is required to revisit its policies
on interest rate determination, fees and other charges, including margins and risk premiums
charged to different categories of borrowers and approve the same
Foreign Investment in HFCs
Foreign Investment in India is governed primarily by the provisions of the FEMA and the rules,
regulations and notifications there-under, read with the presently applicable Consolidated FDI
Policy, dated April 10, 2012 (“Consolidated FDI Policy”) (provisions of the Circular 1 of 2012)
issued by the Department of Industrial Policy and Promotion from time to time. As per the
provisions of the Consolidated FDI Policy, 100% FDI under the automatic route is permitted for
investment in the Non-Banking Finance Companies, which includes HFCs, subject to certain
prescribed conditions.
Where FDI is allowed on an automatic basis without FIPB approval, the RBI would continue to be
the primary agency for the purposes of monitoring and regulating foreign investment. In cases
where FIPB approval is obtained, no approval of the RBI is required except with respect to fixing
the issuance price, although a declaration in the prescribed form, detailing the foreign investment,
must be filed with the RBI once the foreign investment is made in the Indian company.
FII Regulations and Portfolio Investment Scheme of RBI
FIIs wishing to invest and trade in Indian securities in India under the portfolio investment route
are required to register with the SEBI under the Securities and Exchange Board of India (Foreign
Institutional Investors) Regulations 1995 (“FII Regulations”). FIIs may also invest in securities
of Indian companies pursuant to the FDI route discussed above. RBI has notified on its website,
for larger public dissemination, that under the Portfolio Investment Scheme, FIIs, & NRIs /PIOs
through primary market and stock exchanges, can purchase equity shares and convertible
debentures of the Company, upto 100% & 24 % respectively, of the paid up capital of the
Company.
94
Shops and Establishments legislations in various states
The provisions of various Shops and Establishments legislations, as applicable, regulate the
conditions of work and employment in shops and commercial establishments and generally
prescribe obligations in respect of inter-alia registration, opening and closing hours, daily and
weekly working hours, holidays, leave, health, termination of services and safety measures and
wages for overtime work.
Payment of Gratuity Act, 1972
Under the Payment of Gratuity Act, 1972, as amended (the “Gratuity Act”), an employee who has
been in continuous service for a period of 5 years will be eligible for gratuity upon his resignation,
retirement, superannuation, death or disablement due to accident or disease, provided the
completion of service of 5 years will not be necessary where such termination is due to death or
disablement.
Employees Provident Fund and Miscellaneous Provisions Act, 1952
The PF Act is applicable to every establishment which is a factory engaged in any industry
specified in Schedule I of that legislation and in which twenty or more persons are employed, as
well as to any other establishment employing twenty or more persons or class of such
establishments which the Central Government may by notification in the Official Gazette specify in
that behalf. The Central Government may notify schemes under the PF Act whereby the employer
as well as the employee is required to make a contribution to a common pool of funds.
95
HISTORY AND CERTAIN CORPORATE MATTERS
HISTORY AND MAJOR EVENTS
The Company, as an incorporated legal entity came into existence on May 10, 2005, under the
Companies Act, 1956, having been registered on such date with the Registrar of Companies, NCT
of Delhi and Haryana vide registration no. U65922DL2005PLC136029 and obtained the certificate
for commencement of business on January 10, 2006, to enable it to carry on the business of
housing finance, upon receipt of the license to do so from the National Housing Bank. Indiabulls
Financial Services Limited (IBFSL), the erstwhile promoter of the Company, incorporated on
January 10, 2000 and since March 30, 2001, had already been functioning, as a non banking
finance company. The merger of IBFSL with the Company, on a going concern basis, therefore
ensured a continuity of the Company?s business, since March 30, 2001.
The Registered Office of the Company is situated at F-60, Malhotra Building, 2
nd
Floor, Connaught
Place, New Delhi – 110 001.
Our Company is engaged in the business of housing finance activities which include inter alia
providing finance to any person for purchase of residential property.
Major Events
Date/Period Activities
May 10, 2005 Incorporated as Public Limited Company under the Companies Act, 1956, as a
wholly owned subsidiary of Indiabulls Financial Services Limited.
December 28, 2005 Registered with National Housing Bank vide registration no. 02.0063.05 to
commence Housing Finance Activities.
January 10, 2006 Our Company obtained the Certificate of commencement of business.
September 19, 2007 Registered with Securitisation and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002 vide Notification dated 19th
September, 2007 issued by Department of Financial Services, Ministry of
Finance.
December 12, 2012 The Hon?ble High Court of Delhi at New Delhi, approved the Scheme of
Arrangement between Indiabulls Financial Services Limited, Indiabulls Housing
Finance Limited and their respective shareholders and creditors
March 8, 2013 The above Scheme came into effect on filing of Court Order with the Registrar
of Companies, NCT of Delhi and Haryana pursuant to Clause 44 (iii) of the
Scheme, whereby the scheme became operative w.e.f. the appointed date i.e.
April 1, 2012.
96
1. Corporate profile of the Company
Description of activities and Services provided by the Company:
Indiabulls Housing Finance Limited, registered with the National Housing Bank as a housing finance
institution (without accepting public deposits) and also as a financial institution under the
Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act,
2002, is engaged in the business of housing finance activities which include inter alia providing
finance to any person for purchase of residential property.
Injunction or restraining orders: Nil
2. Main Objects of the Company
1. Subject to the approval of authority, if any, to carry on the business of housing finance in
India and elsewhere.
2. To provide finance and to undertake all lending and finance to any person or persons, co-
operative society, association of persons, body of individuals, companies, institutions, firms,
builders, developers, contractors, tenants and others either at interest or without and/or
with or without any security for construction, erection, building, repair, remodeling,
development, improvement, purchase of houses, apartments, flats, bungalows, rooms,
huts, townships and/or other buildings and real estate of all descriptions or convenience
there on and to equip the same or part thereof with all or any amenities or conveniences,
drainage facility, electric, telephonic, television, and other installations, either in total or
part thereof and /or to purchase any free hold or lease hold lands, estate or interest in any
property and to carry on the business of Long Term Finance or otherwise finance for
Industrial or agricultural development, development of infrastructure facility, development
of Housing in India or for constructions or purchase of residential houses/ residential
projects in India.
3. To build, to take on lease, purchase or acquire in any manner whatsoever any apartments,
houses, flats, bungalows, townships, rooms and huts and building of all descriptions and to
let or dispose of the same on any system of installment payment basis, rent, purchase
basis or by outright sale whether by private treaty or in any other mode of disposition all or
any integral part thereof.
4. To carry on the business of financial advisors and consultants by themselves and / or jointly
with other companies, institutions, firms , individuals, builders, developers and to manage,
invest in and acquire, and hold, sell, buy or otherwise deal houses, apartments, flats,
bungalows, rooms, huts, townships, real estate and buildings of all descriptions.
5. To advance money to any person or persons, company or corporation, society or
association, for long term, either at interest or without, and / or with or without any
security for the purpose of enabling such borrower to construct or purchase a house or flat
for residential purposes and on such terms and conditions as the Company may deem fit
and also to provide long term finance to the persons, engaged in the business of
constructions of houses or flats for residential purpose to be sold by them by way of hire
purchase or on deferred payment or other similar basis, upon such terms and conditions, as
the Company may deem fit.
6. To receive loans of every description from the public, Government agencies, financial
institutions and corporate bodies.
7. To hold investments in various step-down subsidiaries.
8. To carry on the business of making loans and advances, financing and investment advisory
services, upon such terms and conditions, as the Company may deem fit.
97
9.
a) To engage in the business of the insurance intermediation and acting as corporate agent,
composite insurance agent, insurance broker, insurance consultant etc. for the purpose of
soliciting or procuring life or general insurance business for clients and insurance companies.
b) To act as corporate insurance agent for life insurers and general insurers and procure business
for them.
98
c) To act as agents for insurance products such as life, pension, fire, motor & other products and
to carry on the business of insurance either directly or as an insurance agent, insurance broker
or otherwise”.
Changes in Memorandum of Association of the Company
S. No. Date of
Change
Type of
Meeting
Type of
Resolution
Brief particulars of Change
1. May 13, 2005 Pursuant to Ordinary
Resolution passed by
the Shareholders of the
Company at their duly
convened Extraordinary
General Meeting.
Increase in Authorized Capital from
Rs.2,00,00,000/- divided into 20,00,000 equity
shares of Rs. 10/- each to Rs.10,00,00,000/-
divided into 1,00,00,000 equity shares of Rs. 10/-
each
2. January 04,
2006
Pursuant to Ordinary
Resolution passed by
the Shareholders of the
Company at their duly
convened Extraordinary
General Meeting.
Increase in Authorized Capital from
Rs.10,00,00,000/- divided into 1,00,00,000 equity
shares of Rs. 10/- each to Rs.140,00,00,000/-
divided into 14,00,00,000 equity shares of Rs. 10/-
each
3. February 07,
2011
Pursuant to Ordinary
Resolution passed by
the Shareholders of the
Company at their duly
convened Extraordinary
General Meeting.
Increase in Authorized Capital from
Rs.140,00,00,000/- divided into 14,00,00,000
equity shares of Rs. 10/- each to
Rs.148,80,00,000/- divided into 14,88,00,000
equity shares of Rs. 10/- each
4. March 25, 2011 Pursuant to Ordinary
Resolution passed by
the Shareholders of the
Company at their duly
convened Extraordinary
General Meeting.
Increase in Authorized Capital from
Rs.148,80,00,000/- divided into 14,88,00,000
equity shares of Rs. 10/- each to
Rs.155,70,00,000/- divided into 15,57,00,000
Equity Shares of Rs. 10/-each
5. March 8, 2013 Pursuant to the Court
approved Scheme of
Arrangement
Alteration in the Capital Clause so as to reclassify
the authorized share capital from the previous
Rs.155,70,00,000/- divided into 15,57,00,000
Equity Shares of Rs. 10/- each to Rs.
16,00,00,00,000/- divided into 300,00,00,000
Equity Shares of Rs.2/- each, 100,00,00,000
Preference Shares of Rs. 10/- each
6. March 8, 2013 Pursuant to the Court
approved Scheme of
Arrangement
Alteration in the main object clause by additions of
clauses 5 to 8.
Holding and Subsidiary Companies
The Company has no holding company as on the date of this Information Memorandum.
The Company has 16 subsidiary companies, listed below:
1. Indiabulls Insurance Advisors Limited
2. Indiabulls Finance Company Private Limited
3. Indiabulls Capital Services limited
4. Nilgiri Financial Consultants Ltd
5. Indiabulls Infrastructure Credit Limited
6. Ibulls Sales Limited
7. Indiabulls Advisory Services Limited
99
8. Indiabulls Collection Agency Limited
9. Indiabulls Asset Holding Company Limited
10. Indiabulls Life Insurance Company Limited
11. Indiabulls Asset Management Company Limited
12. Indiabulls Trustee Company Limited
13. Indiabulls Venture Capital Management Company Limited
14. Indiabulls Venture Capital Trustee Company Limited
15. Indiabulls Holdings Limited
16. Indiabulls Asset Reconstruction Company Limited
Shareholders Agreement
There are no shareholder agreements which govern the right/obligations amongst the shareholders
and/or the company as on date of Filing of the Information Memorandum with the Designated
Stock Exchange.
Other Agreements
Except the Contracts / Agreements entered into in the ordinary course of the business carried on
or intended to be carried on by the Company, the Company has not entered into any other
Agreement / Contract.
In terms of clause 6 of the Scheme read with clause 10 thereof all contracts, deeds, bonds,
agreements, schemes, arrangements and other instruments of whatsoever nature, to which the
Amalgamating Company is a party or to the benefit of which the Amalgamating Company may be
eligible, and which are subsisting or have effect immediately before the Effective Date, shall
continue in full force and effect against or in favour, as the case may be, of the Amalgamated
Company and may be enforced as fully and effectually as if, instead of the Amalgamating
Company, the Amalgamated Company had been a party or beneficiary or obligee thereto.
Strategic Partners
There are no strategic partners in the Company.
Financial Partners
There are no financial partners in the Company.
100
OUR MANAGEMENT
BOARD OF DIRECTORS
Indiabulls Housing Finance Limited is a professionally managed organization. The Company
functions under the control of a Board of Directors. The day to day matters are looked after by
qualified key personnel, under the supervision of the Managing Director and CEO.
Name, Fathers’
name Designation,
Status, Experience,
Occupation, Address
Age (In
Years)
Qualifications DIN Details of directorships in
other companies
Mr. Sameer Gehlaut
S/o: Shri. Balwan
Singh
Designation:
Chairman & Executive
Director
Status: Promoter
Director
Experience: 18 years
Occupation:
Entrepreneur
Address: Indiabulls
Finance Centre, Tower
1, 18th Floor,
Elphinstone Road,
Mumbai, 400013,
Maharashtra, India
39 years B.Tech., IIT
Delhi
00060783 1. Indiabulls Finance Company
Private Limited
2. Indiabulls Real Estate
Limited
3. Indiabulls Power Limited.
4. Karanbhumi Estates Private
Limited
5. Meru Minerals Private
Limited
6. Ceres Real Estate Private
Limited
7. Indiabulls Mining Private
Limited
8. Ceres Power Transmission
Private Limited
9. Ceres Electricity Distribution
Private Limited
10. Indiabulls Electricity
Distribution Private Limited
11. Inuus Infrastructure Private
Limited
12. Galax Minerals Private
Limited
13. Inuus Land Development
Private Limited
14. Inuus Real Estate Private
Limited
15. Inuus Developers Private
Limited
16. Inuus Properties Private
101
Limited
17. Orthia Real Estate Private
Limited
18. Orthia Properties Private
Limited
19. Ceres Energy Private Limited
20. Mugwort Real Estate Private
Limited
21. Valerian Real Estate Private
Limited
22. Calleis Real Estate Private
Limited
23. Indiabulls Infrastructure And
Power Limited
24. Cleta Infracon Private
Limited
25. Indiabulls Property
Management Trustee Pte.
Ltd.
Mr. Rajiv Rattan
S/o : Shri Ram Rattan
Designation: Non -
Executive Director
Status: Promoter
Director
Experience: 19 years
Occupation:
Entrepreneur
Address: 60, 2nd
Floor, Vasant Marg,
Vasant Vihar, New
Delhi - 110057, India
40 years B.Tech., IIT
Delhi
00010849 1. Indiabulls Real Estate
Limited
2. Indiabulls Life Insurance
Company Limited
3. Indiabulls CSEB Bhaiyathan
Power Limited
4. Indiabulls Power Limited.
5. Indiabulls Realtech Limited
6. Spire Constructions Private
Limited
7. Ceres Real Estate Private
Limited
8. Indiabulls Mining Private
Limited
9. Ceres Power Transmission
Private Limited
10. Ceres Electricity Distribution
Private Limited
11. Indiabulls Electricity
102
Distribution Private Limited
12. Priapus Developers Private
Limited
13. Nettle Constructions Private
Limited
14. Priapus Land Development
Private Limited
15. Priapus Constructions Private
Limited
16. Arcelormittal Indiabulls
Mining Private Limited
17. Ceres Energy Private Limited
18. Heliotrope Real Estate
Private Limited
19. Antheia Infrastructure
Private Limited
20. Antheia Constructions
/Private Limited
21. Indiabulls Infrastructure And
Power Limited
22. Cleta Land Development
Private Limited
23. Antheia Buildcon Private
Limited
24. Tupelo Properties Private
Limited
25. Indiabulls Property
Management Trustee Pte.
Ltd.
Mr. Saurabh Kumar
Mittal
S/o : Dr. Santosh
Kumar Mittal
Designation: Non -
Executive Director
Status: Promoter
Director
Experience: 18 years
Occupation:
Entrepreneur
39 years B. Tech., IIT
Delhi, MBA from
Harvard Business
School
01175382 1. Indiabulls Real Estate
Limited
2. Indiabulls Power Limited.
3. Ceres Trading Services
Private Limited
4. Ceres Real Estate Private
Limited
5. Indiabulls Mining Private
Limited
6. Ceres Power Transmission
103
Address: A -19 - A -
Block, H. No. A - 1 To
A - 32, Westend, Delhi
- 110021, India
Private Limited
7. Ceres Electricity Distribution
Private Limited
8. Indiabulls Electricity
Distribution Private Limited
9. Hespera Realty Private
Limited
10. Lucerne Trading Services
Private Limited
11. Hespera Land Development
Private Limited
12. Hespera Realcon Private
Limited
13. Ceres Energy Private Limited
14. Alona Builders And
Developers Private Limited
15. Cleta Infrastructure Private
Limited
16. Cleta Buildcon Private
Limited
17. Indiabulls Infrastructure And
Power Limited
18. Reyna Infracon Private
Limited
Mr. Gagan Banga
S/o: Shri. Pramendra
Kumar Banga
Designation: CEO &
Managing Director
Status: Executive
Director
Experience: 14 years
Occupation: Service
Address: 243, Maker
Tower B, Cuffe Parade,
Mumbai 400005,
Maharashtra, India
38 years MBA 00010894
1. Indiabulls Insurance
Advisors Limited
2. Indiabulls Commodities
Limited
3. Cloacina Insurance Agents
Private Limited
4. Indiabulls Capital Services
Limited
5. Nilgiri Financial Consultants
Limited
6. Indiabulls Life Insurance
Company Limited
Mr. Ajit Kumar Mittal
S/o Shri. Rattan Lal
Mittal
54 years Master?s in
Economics and
an MBA with
Academic
02698115 1. Indian Commodity Exchange
Limited
2. Indiabulls Venture Capital
104
Designation:
Executive Director
Status: Executive
Director
Experience: 25 years
Occupation: Service
Address: 65, 6th
Floor, Geetanjali
Apartment, Minu Desai
Road, Near Radio Club,
Colaba, Mumbai
400005, Maharashtra,
India
Excellence from
University of
Illinois, U.S.A.
Trustee Company Limited
3. Indiabulls Trustee Company
Limited
Mr. Ashwini
Omprakash Kumar
S/o: Shri. OmPrakash
Bhagwan Prakash
Designation: Deputy
Managing Director
Status: Executive
Director
Experience: 14 years
Occupation: Service
Address: 1701 & 1702
17
th
Floor, Ashoka
Tower D-Wing, Dr. SS
Rao Road Parel,
Mumbai 400012,
Maharashtra, India
37 years Mechanical
Engineer from
IIT Roorkee,
MBA - Finance
from Jamnalal
Bajaj Institute of
Management
Studies, Mumbai
and advance
Studies in
International
Housing Finance
from Wharton
School,
University of
Pennsylvania,
U.S.A.
03341114 Nil
Mr. Karan Singh
Khera
S/o: Shri. Dal Singh
Khera
Designation: Director
Status: Independent
Director
Experience: 33 years
Occupation: Retired
Professor
Address: 1408, Urban
Estate, JIND 124413,
Haryana, India
67 years MA (English) 00017236 1. Indiabulls Real Estate
limited
2. Store One Retail India
Limited
3. Indiabulls Securities Limited
4. Poena Power Solutions
Limited
5. Indiabulls Commodities
Limited
6. Hasta Infrastructure Private
Limited
7. Indiabulls Wholesale
Services Limited
8. Indiabulls Technology
105
Solutions Limited
Mr. Aishwarya
Katoch
S/o: Shri. Aditya
Katoch
Designation: Director
Status: Independent
Director
Experience: 23 years
Occupation: Business
Address: S-43,
Greater Kailash Part 1,
New Delhi - 110048
43 Years Bachelor„s
degree in
business
administration
and
merchandising
from American
College of
Applied Arts,
London
00557488 1. Royal Expeditions Private
Limited
2. Kangra Hotels Private
Limited
3. Indiabulls Securities Limited
4. Indiabulls Real Estate
Limited
5. Store One Retail India
Limited
6. Royal Kangra Consultants
Private Limited
7. Indiabulls Distribution
Services Limited
Mr. Shamsher Singh
Ahlawat
S/o: Shri. Ran Singh
Ahlawat
Designation: Director
Status: Independent
Director
Experience: 20 years
in Banking Industry
Occupation: Ex-
banker
Address: 96A, Eastern
Avenue, Sainik Farm,
Khanpur, New Delhi -
110062
64 Years Post graduate
degree in history
from St.
Stephens
College, New
Delhi
00017480 1. Indiabulls Real Estate
Limited
2. Store One Retail India
Limited
3. Indiabulls Power Limited.
4. Indiabulls Constructions
Limited
5. Indiabulls Wholesale
Services Limited
6. Elena Power and
Infrastructure Limited
7. Indiabulls Realtech Limited
Mr. Prem Prakash
Mirdha
S/o: Shri. Hari RamJI
Mirdha
Designation: Director
Status: Independent
Director
Experience: 35 years
Occupation: Business
57 Years Second mate
foreign going in
merchant navy
01352748 1. Indiabulls Real Estate
Limited
2. Store One Retail India
Limited
3. Indiabulls Securities Limited
4. Indiabulls Power Limited.
5. Happy Tummy Kitchens
Private Limited
106
Address: Mirdha
Farm, Sirsi Road,
Jaipur - 302012,
Rajasthan
Mr. Joginder Singh
Kataria
S/o: Shri. Charan
Singh
Designation: Director
Status: Independent
Director
Experience: 33 years
Occupation: Ex-
Commandant (ITBP)
Address: H.No. 949,
Sector-4, Distt -
Gurgaon, Gurgaon -
122001, Haryana
72 Years M.A. (Political
Science)
05202673 1. Indiabulls Infrastructure
and Power Limited
Mr. Ram Kumar
Sheokand
S/o: Shri. Chandgi
Ram Sheokand
Designation: Director
Status: Independent
Director
Experience: 37 years
Occupation: Business
Address: H. No. 1197,
Urban Estate, JIND
126102, Haryana
59 Years M.A. (History)
00183200 1. Kandy Finlease Limited
2. Lira Promoters Private
Limited
3. R C S Softech Private
Limited
4. OMS Chits Private
Limited
5. Kandy Promoters Private
Limited
6. Pineapple Infra Project
Private Limited
7. Indiabulls Infrastructure
and Power Limited
8. Aldis Real Estate Private
Limited
Nature of any family relationship between any of the Directors:
Nil
Details of arrangement or understanding with major shareholders, customers, suppliers
or others, pursuant to which of the Directors was selected as a director or member of
senior management.
Nil
THERE ARE NO SERVICE CONTRACTS ENTERED INTO BY THE DIRECTORS WITH THE
COMPANY PROVIDING FOR BENEFITS UPON TERMINATION OF EMPLOYMENT.
107
Details of Borrowing Powers
In terms of the Articles of Association,
The Board may from time to time subject to the sections 58A, 292 and 293 of the Act, at their
discretion raise or borrow any sum or sums of money for the purpose of the Company and subject
to the applicable provisions of the Act may secure payment or repayment of same in such manner
and upon such terms and conditions in all respect as may be prescribed by the Board, in particular
by the creation of any mortgage or charge or other encumbrances on any of the immovable
properties of the company or hypothecation, pledge or charge on and over the Company's stocks,
book debts and other movable properties.
Vide a resolution passed at the Extraordinary General Meeting of the Company held on February
07, 2011, consent of the members of the Company was accorded to the Board of Directors of the
Company pursuant to Section 293(1)(a) of the Companies Act, 1956 for authorising and
empowering them to to sell, lease or otherwise dispose of including by way mortgage,
hypothecation, pledge, in such form and manner and with such ranking and at such time and on
such term as the board may determine, all or any of the movable and/or immovable properties
/assets of the company, both present and future and/ or the whole or/any part of the
undertaking(s) of the company to or in favour of the lender(s), agent(s), trustee(s), or any other
person whomsoever participating in extending financial assistance for securing the borrowing of
the company availed/ to be availed by way of loan(s) ( in foreign currency and/or rupee
currency) and securities (comprising fully/ partly convertible debenture and/ or non convertible
debenture with or without detachable or non detachable warrants and/or secured premium notes
and/or floating rates notes/bonds or other debt instruments), issued/to be issued by the
company, from time to time, together with interest at the respective agreed rates, additional
interest, compound interest in case of default, accumulated interest, liquidated damages,
commitment charges, premium on prepayment, remuneration of the agent(s) and/or trustee(s),
premium(if any) on redemption, all other costs, charges and expenses, including any increase as
a result of devaluation/revaluation/fluctuation in the rates of exchange and all other monies
payable by the company in terms of the loan agreement(s), debenture trust deed(s) or any
other documents, entered into/to be entered into between the company and the
lender(s)/investor(s)/agent(s) and/or trustee(s), in respect of the said
loans/borrowings/debentures etc.
Vide a resolution passed at the Seventh Annual General Meeting of the Company held on June 04,
2012, consent of the members of the Company was accorded to the Board of Directors of the
Company pursuant to Section 293(1)(d) of the Companies Act, 1956 for borrowings from time to
time for the purpose of the company?s business any sum or sums of money, as it may deem
proper, notwithstanding that the moneys to be borrowed together with the money already
borrowed by the company , if any ( apart from temporary loans obtained from the company?s
banker in the ordinary course of business) may exceed the aggregate for time being of the paid
up capital of the company and its free reserve , if any , provided that the total amount of the
moneys to be so borrowed by the Board together with moneys already borrowed (apart from
temporary loans obtained from the company?s bankers in the ordinary course of business) shall
not exceed Rs. 20,000 Crores (Rupees Twenty Thousand Crores Only) outstanding at any one
time.
Vide a resolution passed at the Thirteenth Annual General Meeting of erstwhile Indiabulls Financial
Services Limited (Now merged with the Company) held on June 05, 2012, consent of the members
of the Company was accorded to the Board of Directors of the Company pursuant to Section
293(1)(d) of the Companies Act, 1956 for borrowings from time to time for the purpose of the
company?s business any sum or sums of money, as it may deem proper, notwithstanding that the
moneys to be borrowed together with the money already borrowed by the company , if any (
apart from temporary loans obtained from the company?s banker in the ordinary course of
business) may exceed the aggregate for time being of the paid up capital of the company and its
free reserve , if any , provided that the total amount of the moneys to be so borrowed by the
Board together with moneys already borrowed (apart from temporary loans obtained from the
company?s bankers in the ordinary course of business) shall not exceed Rs. 50,000 Crores
(Rupees Fifty Thousand Crores) outstanding at any one time.
108
In terms of clause 43 of the scheme, the resolutions, if any, of the Amalgamating Company
subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as
resolutions of the Amalgamated Company and if any such resolutions have any monetary limits
approved under the provisions of the Act, or any other applicable statutory provisions, then the
said limits shall be added to the limits, if any, under like resolutions passed by the Amalgamated
Company shall constitute the aggregate of the said limits in the Amalgamated Company. In effect
the total borrowing limits available to the Board of Directors of the Company pursuant to Section
293(1)(d) of the Companies Act, 1956 is Rs. 70,000 Crores (Rupees Seventy Thousand Crores)
outstanding at any one time.
Compensation of Whole-time Director
The Table given below specifies the details of remuneration package of past and current Executive
Directors, during the year 2012-13 irrespective of whether such remuneration was received in the
erstwhile Indiabulls Financial Services Limited, or in the Company.
Name of the
Director
Salary and
allowances
(Rs.) per
annum
Performanc
e linked
incentive
(Rs.)
Employee
Benefits
(Rs.)
Sitting
Fee
Total
(Rs.)
Mr. Sameer
Gehlaut
13,43,84,076 Nil 9,79,80,466 Nil 23,23,64,542
Mr. Gagan
Banga
4,33,33,332 Nil 7,349 Nil 4,33,40,681
Mr. Sachin
Chaudhary
1,23,26,900 2,51,216 7,863 Nil 1,25,85,979
Mr. Ashwini
Omprakash
Kumar
1,90,00,004 Nil 1,14,062 Nil 1,91,14,066
Mr. Ajit
Kumar Mittal
1,48,88,833 Nil 24,645 Nil 1,49,13,478
Notes:
1. Aforesaid components of remuneration include the Basic Salary, House rent Allowance and other
allowances.
2. Employee Benefits represents Gratuity, Superannuation and leave encashment, as applicable as
per the terms of service, based on actuarial valuation.
3. The terms and conditions of service of Executive Directors are contractual in nature and are
additionally governed by rules and policy of the Company to the extent applicable.
4. Mr. Gagan Banga has been granted an aggregate of 14,80,160 stock options under various
employee stock option schemes as were prevailing in the Amalgamating Company convertible into
an equivalent number of Equity Shares of the Company during the exercise period provided under
the relevant stock option schemes.
5. Mr. Sachin Chaudhary had been granted an aggregate of 2,98,000 stock options under various
employee stock option schemes as were prevailing in the Amalgamating Company convertible into
an equivalent number of Equity Shares of the Company during the exercise period provided under
the relevant stock option schemes.
6. Mr. Ajit Kumar Mittal has been granted an aggregate of 1,24,000 stock options under employee
stock option scheme as were prevailing in the Amalgamating Company convertible into an
equivalent number of Equity Shares of the Company during the exercise period provided under the
relevant stock option scheme.
109
Shareholding of the Directors
S. No. Name No. of Shares as
on March 31,
2013
1. Mr. Sameer Gehlaut 3,76,01,278
2. Mr. Rajiv Rattan 1,87,80,253
3. Mr. Saurabh Kumar Mittal 1,89,87,083
4. Mr. Gagan Banga 11,24,608
5. Mr. Ashwini Omprakash Kumar 24,713
6. Mr. Ajit Kumar Mittal Nil
7. Mr. Karan Singh Khera Nil
8. Mr. Shamsher Singh Ahlawat Nil
9. Mr. Aishwarya Katoch Nil
10. Mr. Prem Prakash Mirdha Nil
11. Mr. Ram Kumar Sheokand Nil
12. Mr. Joginder Singh Kataria 346
Total 7,65,18,281
Qualification Shares required to be held by Directors
Directors are not required to hold any qualification shares.
Interest of directors
All the Directors may be deemed to be interested to the extent of fees payable to them, if any, for
attending meetings of the Board or a committee thereof as well as to the extent of other
remuneration and reimbursement of expenses payable to them, if any, under the Articles of
Association, and to the extent of remuneration paid to them, if any for services rendered as an
officer or employee of the Company.
The Directors may also be regarded as interested in the Equity Shares, if any, held by them or by
the companies/firms/ventures promoted by them or that may be subscribed by or allotted to the
companies, firms, trusts, in which they are interested as Directors, members, partners, trustees
and Promoter, pursuant to this Issue. All of the Directors may also be deemed to be interested to
the extent of any dividend payable to them and other distributions in respect of the said Equity
Shares.
The Directors have no interest in any property acquired by the Company.
The Company has not entered into any contract, agreements or arrangements during the
preceding two years from the date of the Information Memorandum in which the directors are
interested directly or indirectly and no payments have been made to them in respect of these
contracts, agreements or arrangements or are proposed to be made to them other than contracts
in the normal course of business and being permitted as per the current rules and regulations
governing the same.
Changes in the Board of Directors in the last 3 years
The following are the changes in the Board of Directors in the last 3 years. To maintain brevity and
to avoid any confusion, this table does not enumerate the instances where the Status or
Designation of the Director has been changed or when the appointment of an Additional Director
has been regularized.
S.
No
Name, Address & DIN Date of
Appointment
Date of
Cessation
Reason
1. Mr. Rajiv Rattan
Address: 60, 2
nd
Floor, Vasant
Vihar, Vasant Marg, New Delhi –
110 057, India
DIN : 00010849
10/5/2005 18/12/2009 Resigned
19/03/2013 - Appointed
2. Mr. Tejinderpal Singh Miglani
10/5/2005 23/08/2011 Resigned
110
Address: A-1/166 ,Ground
Floor, Safdarjung Enclave, New
Delhi - 110029
DIN : 00051485
3. Mr. Aishwarya Katoch
Address: S-43, Greater Kailash
Part 1, New Delhi -110048
DIN : 00557488
07/05/2007 15/11/2010 Resigned
19/03/2013 - Appointed
4. Mr. Kamal Batra
Address: E - 083, Richmond
Park, DLF Phase - 4, Gurgaon,
Haryana- 122002
DIN : 02011630
15/01/2008 07/01/2009 Resigned
5. Mr. Ashish Bhardwaj
Address: 74-160, Shipra Path,
Mansarovar, Jaipur
Rajasthan -302020
DIN : 02457017
18/12/2009 23/08/2011 Resigned
6. Mr. Manish Rathi
Address: 3/257/22 Vidyadhar
Nagar, Sector 3, Jaipur,
Rajasthan -302023
DIN : 03318418
15/11/2010 23/08/2011 Resigned
7. Mr. Ajit Kumar Mittal
Address: 65, 6th Floor,
Geetanjali Apartment, Minu
Desai Road, Near Radio Club,
Colaba, Mumbai 400005,
Maharashtra, India
DIN: 02698115
23/08/2011 - Appointed
8. Mr. Ashwini Omprakash
Kumar
Address: 1701 & 1702 17th
Floor, Ashoka Tower D-Wing, Dr.
SS Rao Road Parel, Mumbai
400012, Maharashtra, India
DIN: 03341114
23/08/2011 - Appointed
9. Mr. Ram Kumar
Address: B-4/221, Safdarjung
Enclave, New Delhi-110029,
Delhi, India
DIN: 00643837
23/08/2011 19/03/2013 Resigned
10. Mr. Karan Singh Khera
Address: 1408, Urban Estate,
JIND 124413, Haryana, India
DIN: 00017236
23/05/2012 - Appointed
111
11. Mr. Sachin Chaudhary
Address: 102, Ram Kuti,
Railway Road, Meerut, U. P.
DIN: 02016992
15/01/2008 19/03/2013 Resigned
12. Mr. Sameer Gehlaut
Address: Indiabulls Finance
Centre, Tower 1, 18th Floor,
Elphinstone Road, Mumbai,
400013, Maharashtra
DIN: 00060783
19/03/2013 - Appointed
13. Mr. Saurabh Kumar Mittal
Address: A -19 - A - Block,
H.No. A - 1 To A - 32, Westend,
Delhi, 110021, Delhi
DIN: 01175382
19/03/2013 Appointed
14. Mr. Gagan Banga
Address: 243, Maker Tower B,
Cuffe Parade, Mumbai 400005,
Maharashtra, India
DIN: 00010894
19/03/2013 - Appointed
15. Mr. Shamsher Singh Ahlawat
Address: 96A, Eastern Avenue,
Sainik Farm, Khanpur, New
Delhi- 110062, Delhi
DIN: 00017480
19/03/2013 - Appointed
16. Mr. Prem Prakash Mirdha
Address: Mirdha Farm, Sirsi
Road, Jaipur- 302012, Rajasthan
DIN: 01352748
19/03/2013 - Appointed
17. Mr. Ram Kumar Sheokand
Address: H. NO. 1197, Urban
Estate, Jind, 126102, Haryana,
DIN: 00183200
19/03/2013 - Appointed
18. Mr. Joginder Singh Kataria
Address: H.NO. 949, Sector-4,
Distt- Gurgaon, Gurgaon-
122001, Haryana
DIN: 05202673
19/03/2013 - Appointed
COMPLIANCE WITH CORPORATE GOVERNANCE CODE
The Company has complied with the requirements of the applicable regulations, including the
listing agreement to be entered in to with the Stock Exchanges and the SEBI Regulations, in
respect of corporate governance including constitution of the Board and Committees thereof. The
corporate governance framework is based on an effective independent Board, separation of the
Board?s supervisory role from the executive management team and constitution of the Board
Committees, as required under law.
112
The Company has a Board constituted in compliance with the Companies Act and listing agreement
to be entered in to with the Stock Exchanges and in accordance with best practices in corporate
governance. The Board functions either as a full Board or through various committees constituted
to oversee specific operational areas. The executive management of the Company provides the
Board detailed reports on its performance periodically.
Composition of Board of Directors
Currently, the Board has 12 Directors. In compliance with Clause 49 of the equity listing
agreement, the Company has 4 Executive Director and 8 Non-Executive Directors, including 6
Independent Directors, on its Board of Directors.
S. NO NAME OF DIRECTOR DESIGNATION STATUS
1. Mr. Sameer Gehlaut Chairman & Whole-Time
Director
Executive Director
2. Mr. Rajiv Rattan Director Non -Executive Director
3. Mr. Saurabh Kumar Mittal Director Non -Executive Director
4. Mr. Gagan Banga CEO & Managing Director Executive Director
5. Mr. Ashwini Omprakash Kumar Deputy Managing Director Executive Director
6. Mr. Ajit Kumar Mittal Whole-Time Director Executive Director
7. Mr. Karan Singh Khera Director Independent Director
8. Mr. Aishwarya Katoch Director Independent Director
9. Mr. Shamsher Singh Ahlawat Director Independent Director
10. Mr. Prem Prakash Mirdha Director Independent Director
11. Mr. Joginder Singh Kataria Director Independent Director
12. Mr. Ram Kumar Sheokhand Director Independent Director
Committees of the Board
Audit Committee
The Audit Committee was re-constituted by a meeting of the Board of Directors held on March 19,
2013. The members of the Audit Committee are:
Sr.
No
Name of the Director Designation in
Committee
Nature of Directorship
1. Mr. Shamsher Singh Ahlawat Chairman Independent Director
2. Mr. Karan Singh Khera Member Independent Director
3. Mr. Aishwarya Katoch Member Independent Director
4. Mr. Gagan Banga Member Executive Director
Mr. Amit Jain, Company Secretary, shall be the Secretary of the Committee.
Terms of reference
The terms of reference of the Audit Committee, inter-alia, include:
To oversee the financial reporting process and disclosure of financial information.
To review with management, quarterly, half yearly and annual financial statements and ensure
their accuracy and correctness before submission to the Board.
To review with management and internal auditors, the adequacy of internal control systems,
approving the internal audit plans and reviewing the efficacy of their function, discussion and
review of periodic audit reports including findings of internal investigations.
To recommend the appointment of the internal and statutory auditors and fixing their
remuneration.
To hold discussions with the statutory and internal auditors.
The scope and function of the Audit Committee are in accordance with Section 292A of the
Companies Act and Clause 49 of the Listing Agreement.
Remuneration Committee
The Remuneration Committee was constituted by a meeting of the Board of Directors held on
March 19, 2013. The members of the Remuneration Committee are:
113
Sr.
No
Name of the Director Designation in
Committee
Nature of Directorship
1. Mr. Aishwarya Katoch Chairman Independent Director
2. Mr. Shamsher Singh Ahlawat Member Independent Director
3. Mr. Prem Prakash Mirdha Member Independent Director
Terms of reference
The terms of reference of Remuneration Committee, inter-alia, include:
To recommend to the Board, compensation terms of the Executive Directors.
To assist the Board in determining and implementing the Company?s Policy on the remuneration of
Executive Directors.
Share Transfer and Shareholder’s Grievance Committee
The Share Transfer and Shareholder?s grievance Committee was constituted on March 19, 2013.
The members of the Share Transfer and Investor Grievance Committee are:
Sr.
No
Name of the Director Designation in
Committee
Nature of Directorship
1. Mr. Aishwarya Katoch Chairman Independent Director
2. Mr. Karan Singh Khera Member Independent Director
3. Mr. Sameer Gehlaut Member Executive Director
4. Mr. Gagan Banga Member Executive Director
5. Mr. Joginder Singh Kataria Member Independent Director
Mr. Amit Jain, Company Secretary, shall be the Secretary of the Committee.
Terms of Reference
The scope, terms of reference and functioning of the Committee is as prescribed under Clause 49
of the Listing Agreement. The primary functions carried out by the Committee are to approve
requests for share transfers and transmissions to approve the requests pertaining to remat of
shares/sub-division/consolidation/issue of renewed and duplicate share certificates etc. and for
this purpose the required authority has been delegated to Mr. Karan Singh Khera.
Compliance with Listing Agreement
The Company in terms of this Information Memorandum intends to list its equity shares and
warrants on BSE and NSE and intends to comply with the requirements under the respective
Listing Agreements of the above-mentioned stock exchanges. Further, we are in compliance with
clause 49 of the listing agreement to the extent applicable to a company seeking listing for the
first time.
Key Management Personnel
In addition to the Mr. Sameer Gehlaut, Chairman & Executive Director, Mr. Gagan Banga, CEO &
Managing Director, Mr. Ashwini Omprakash Kumar, Deputy Managing Director and Mr. Ajit Kumar
Mittal, Executive Director, provided below is the key managerial employee of the Company
Name,
Designation,
Qualifications
Date of
Joining
Age (Years) Term of
office with
date of
expiration
of term
Details of
service
contracts
including
termination
/retirement
benefits
Experience
(years)
Previous
Employment
Amit Jain,
Company
Secretary &
Compliance
Officer
Qualification:
FCS, LLB
19/03/2013 33 N.A. N.A 14 Indiabulls
Financial
Services
Limited
Nature of any family relationship between any of the Key Management Personnel:
None of the above Key Management Personnel are related to each other.
114
Details of any arrangement or understanding with major shareholders, customers,
suppliers or others, pursuant to which any of the Key Management Personnel, was
selected as a director or member of senior management
Nil
No compensation was paid to the Key Management Personnel in the last financial year
pursuant to a bonus or profit-sharing plan
The Key Management Personnel as stated above are Permanent employees of the
Company.
Shareholding of Key Management Personnel
The Key Management Personnel together hold 3,87,50,599 Equity Shares of Rs. 2/- each.
Name No. of shares held
Mr. Sameer Gehlaut 3,76,01,278
Mr. Gagan Banga 11,24,608
Mr. Ashwini Omprakash Kumar 24,713
Mr. Ajit Kumar Mittal Nil
Mr. Amit Jain Nil
Bonus or profit sharing plan of the Key Management Personnel
The Company does not have any bonus or profit sharing plan of the Key Management Personnel.
Interests of Key Management Personnel
The key management personnel of the Company do not have any interest in the Company other
than to the extent of the remuneration, employee stock options held, if any, Equity Shares allotted
under employee stock purchase scheme or benefits to which they are entitled to as per their terms
of appointment and reimbursement of expenses incurred by them during the ordinary course of
business.
None of the key management personnel have been paid any consideration of any nature from the
Company, other than their remuneration.
Changes in the Key Management Personnel
The changes in the key management personnel in the last three years are as follows:
S.
No.
Name Date of Reason
Joining Leaving
1. Mr. Ashwini Omprakash
Kumar, Director
23/08/2011 - Appointed
2. Mr. Sachin Chaudhary,
Director
15/01/2008 19/03/2013 Resignation from
Directorship
3. Mr. Ajit Kumar Mittal,
Director
23/08/2011 - Appointed
4. Mr. Sameer Gehlaut,
Director
19/03/2013 - Appointed
5. Mr. Gagan Banga,
Director
19/03/2013 - Appointed
6. Mr. Ajit Kumar Singh,
Company Secretary
11/08/2007 19/03/2013 Resignation from
the post of
Company
Secretary
7. Mr. Amit Jain, Company
Secretary
19/03/2013 - Appointed
115
Employees
Employee Stock Option Scheme and Employee Stock Purchase Scheme
The Board of Directors of the Company in their meeting dated March 8, 2013, have adopted the
existing Employee Stock Option Schemes of erstwhile Indiabulls Financial Services Limited namely
IBFSL – ICSL ESOP 2006, IBFSL – ICSL ESOP II 2006 and IBFSL ESOP 2008.
The members of the Company at their Meeting dated March 6, 2013 approved the IHFL ESOS -
2013 scheme consisting of 3,90,00,000 stock options representing equivalent number of
underlying equity shares of Rs. 2 each of the Company to be issued to eligible employees of the
Company or its subsidiaries.
The Company does not have any Employee Stock Purchase Scheme.
Other Benefits to the Officers of the Issuer Company
Except the payment of salaries and perquisites, no amount or benefit has been paid or given
within the two preceding years or intended to be paid or given to any employee and there is no
consideration for payment of giving of the benefit.
116
PROMOTERS
Promoters
Prior to the Scheme becoming effective, the Company was a wholly owned subsidiary of Indiabulls
Financial Services Limited (IBFSL). Pursuant to the Scheme becoming effective, the Company has
allotted equity shares to the shareholders of IBFSL on the Record Date. Further, in terms of Clause
26 of the Scheme, the existing shareholding of IBFSL in the Company has been cancelled.
Mr. Sameer Gehlaut, Mr. Rajiv Rattan and Mr. Saurabh Kumar Mittal are presently the Promoters of
the Company.
The details of the Promoters are as follows:
Mr. Sameer Gehlaut
Age 39 years
Personal Address Indiabulls Finance Centre, Tower 1, 18th Floor, Elphinstone Road,
Mumbai, 400013, Maharashtra, India
Educational qualifications
and professional Experience
B.Tech., IIT Delhi
Directorship held in other
companies
1. Indiabulls Finance Company Private Limited
2. Indiabulls Real Estate Limited
3. Indiabulls Power Limited.
4. Karanbhumi Estates Private Limited
5. Meru Minerals Private Limited
6. Ceres Real Estate Private Limited
7. Indiabulls Mining Private Limited
8. Ceres Power Transmission Private Limited
9. Ceres Electricity Distribution Private Limited
10. Indiabulls Electricity Distribution Private Limited
11. Inuus Infrastructure Private Limited
12. Galax Minerals Private Limited
13. Inuus Land Development Private Limited
14. Inuus Real Estate Private Limited
15. Inuus Developers Private Limited
16. Inuus Properties Private Limited
17. Orthia Real Estate Private Limited
18. Orthia Properties Private Limited
19. Ceres Energy Private Limited
20. Mugwort Real Estate Private Limited
21. Valerian Real Estate Private Limited
22. Calleis Real Estate Private Limited
23. Indiabulls Infrastructure And Power Limited
24. Cleta Infracon Private Limited
25. Indiabulls Property Management Trustee Pte. Ltd.
Permanent Account Number AFMPG9469E
Passport Number Z1776388
DIN 00060783
117
Profile: Mr. Sameer Gehlaut is 39 years old and is the founder and Chairman of Indiabulls Group.
Mr. Gehlaut, a first generation entrepreneur, has been spearheading the Group since its inception.
Under his leadership, within a span of 13 years, Indiabulls Group has emerged as a leading
business conglomerate with business interests across sectors. Mr. Gehlaut holds a degree in
mechanical engineering from the Indian Institute of Technology, Delhi.
Declaration: It is confirmed that Permanent Account Number and Passport Number of Mr.
Sameer Gehlaut is being submitted to the Stock Exchanges on which Shares are proposed to be
listed, at the time of filing of Information Memorandum with them.
Mr. Rajiv Rattan
Age 40 years
Personal Address 60, 2
nd
Floor, Vasant Vihar, Vasant Marg, New Delhi – 110 057,
INDIA
Educational qualifications
and professional
Experience
B.Tech., IIT Delhi
Directorship held in other
companies
1. Indiabulls Real Estate Limited
2. Indiabulls Life Insurance Company Limited
3. Indiabulls CSEB Bhaiyathan Power Limited
4. Indiabulls Power Limited.
5. Indiabulls Realtech Limited
6. Spire Constructions Private Limited
7. Ceres Real Estate Private Limited
8. Indiabulls Mining Private Limited
9. Ceres Power Transmission Private Limited
10. Ceres Electricity Distribution Private Limited
11. Indiabulls Electricity Distribution Private Limited
12. Priapus Developers Private Limited
13. Nettle Constructions Private Limited
14. Priapus Land Development Private Limited
15. Priapus Constructions Private Limited
16. Arcelormittal Indiabulls Mining Private Limited
17. Ceres Energy Private Limited
18. Heliotrope Real Estate Private Limited
19. Antheia Infrastructure Private Limited
20. Antheia Constructions Private Limited
21. Indiabulls Infrastructure And Power Limited
22. Cleta Land Development Private Limited
23. Antheia Buildcon Private Limited
24. Tupelo Properties Private Limited
25. Indiabulls Property Management Trustee Pte. Ltd.
Permanent Account
Number
AESPR3957D
Passport Number G8799401
DIN 00010849
118
Profile: Mr. Rajiv Rattan, aged 40, graduated with a degree in electrical engineering from the
Indian Institute of Technology, Delhi in the year 1994. He is the Co-Founder of the Indiabulls
group of companies. He was selected by Schlumberger for its international services business in
1994, where he worked for over 5 years and gained extensive experience in international best
practices, process management, and risk management, which he brought to Indiabulls Group as
one of the founders of the Company. He has gained extensive experience in the Financial Services
Sector, and has developed understanding of risk management, efficient processes and operational
excellence. Mr. Rattan?s hands on operations style combined with his systems orientation has laid
the foundation for the sustained growth and scalability of the group?s businesses, particularly in
the financial services.
Declaration: It is confirmed that Permanent Account Number and Passport Number of Mr. Rajiv
Rattan is being submitted to the Stock Exchanges on which Shares are proposed to be listed, at
the time of filing of Information Memorandum with them.
Mr. Saurabh Kumar Mittal
Age 39 years
Personal Address A -19 - A - Block, H. No. A - 1 To A - 32, Westend, Delhi - 110021, INDIA.
Educational qualifications
and professional
Experience
B. Tech., IIT Delhi, MBA from Harvard Business School
Directorship held in other
companies
1. Indiabulls Real Estate Limited
2. Indiabulls Power Limited.
3. Ceres Trading Services Private Limited
4. Ceres Real Estate Private Limited
5. Indiabulls Mining Private Limited
6. Ceres Power Transmission Private Limited
7. Ceres Electricity Distribution Private Limited
8. Indiabulls Electricity Distribution Private Limited
9. Hespera Realty Private Limited
10. Lucerne Trading Services Private Limited
11. Hespera Land Development Private Limited
12. Hespera Realcon Private Limited
13. Ceres Energy Private Limited
14. Alona Builders And Developers Private Limited
15. Cleta Infrastructure Private Limited
16. Cleta Buildcon Private Limited
17. Indiabulls Infrastructure And Power Limited
18. Reyna Infracon Private Limited
Permanent Account Number ANAPM2488D
Passport Number Z1583525
DIN 01175382
Profile: Mr. Saurabh Kumar Mittal, aged 39, graduated with a degree in Electrical Engineering
from the Indian Institute of Technology, Delhi and also hold a Masters in Business Administration
from the Harvard Business School, where he was elected Baker Scholar. Previously, Mr. Mittal has
worked at Citigroup Asset Management, Altgate Capital and Farallon Capital Management. He is a
Co-founder of Indiabulls group of companies, and has provided strategic vision and oversight to
the group?s development.
Declaration: It is confirmed that Permanent Account Number and Passport Number of Mr.
Saurabh Kumar Mittal is being submitted to the Stock Exchanges on which Shares are proposed to
be listed, at the time of filing of Information Memorandum with them.
119
CURRENCY OF PRESENTATION
In the Information Memorandum, all references to “Rupees” and “Rs.” and “Indian Rupees” are to
the legal currency of the Republic of India. Through out the sections on „Financial Information? and
„Summary of Financial Information? and „Management?s Discussion and Analysis of Financial
Condition and Results of Operations? in the Information Memorandum figures have been expressed
in lacs. The term „lacs? means „One Hundred Thousand?.
Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management?s Discussion
and Analysis of Financial Conditions and Results of Operations” and elsewhere in the Information
Memorandum, unless otherwise indicated, have been calculated on the basis of our financial
statements prepared in accordance with Indian GAAP. In the Information Memorandum, any
discrepancies in any table between total and the sum of the amounts listed are due to rounding-
off.
120
DIVIDEND POLICY
Under the Companies Act, an Indian company pays dividends (both interim and final) upon the
declaration/recommendation by its board of directors and / or approval by a majority of the
shareholders (in case of final dividend), who have the right to decrease but not to increase the
amount of the dividend recommended by the Board of Directors, at the AGM. Under the
Companies Act, dividends may be paid out of profits of a company in the year in which the
dividend is declared or out of the undistributed profits or reserves of previous fiscal years or out of
both.
The management usually considers the above, and also takes into account the following facts:
? Large and diversified shareholders? base among both institutions and retail investors.
? The promoters? cumulative holding.
? Importance of maintaining and restoring the shareholders? confidence in times when
capital market conditions have been extremely challenging
? Importance of ensuring a minimum critical return to shareholders on their investment in
light of severe correction in the markets post 2008 meltdown, which resulted in substantial
erosion in shareholders? value.
? Capital requirements of the business
Since, it?s in the company?s strategic interest to reward shareholders to retain their loyalty and
trust in the company, particularly when the share price has been languishing, the Board of
Directors of the Company shall have the discretion to recommend payment of a substantial portion
of consolidated profit, net of tax, as dividend. Under the Companies Act, dividends can only be
paid in cash to shareholders listed on the register of shareholders or those persons whose names
are entered as beneficial owners in the record of the depositories on the date specified as the
record date or book closure date. A listed company in India may declare and disclose the dividend
it issues only on a per share basis.
Warrant holders shall not be entitled to any dividend or any other corporate benefits,
which may be declared or announced by our Company from time to time, until such time
that the Warrants are exercised into the underlying Equity Shares of the Issuer in
accordance with the Conditions therein.
Under current Indian tax laws, dividends are not subject to income tax in India in the hands of the
recipient. However, a company is liable to pay a dividend distribution tax as applicable from time
to time on the total amount distributed as dividend. Currently Dividend distribution tax rate is 15%
plus surcharge at 5% per cent plus education cess on dividend distribution tax and surcharge at
the rate of three per cent.
121
SECTION V- FINANCIAL INFORMATION
FINANCIAL INFORMATION OF OUR COMPANY
Financial Information of Indiabulls Housing Finance Limited, on a standalone basis for the financial
years ended March 31, 2009, 2010, 2011, 2012 and 2013 and on a consolidated basis for the
financial year ended March 31, 2013 are included herein:
AUDITOR’S REPORT
To,
The Board of Directors
Indiabulls Housing Finance Limited
“Indiabulls House”, 448 – 451,
Udyog Vihar, Phase V,
Gurgaon - 122016
Haryana
Dear Sirs,
We have been requested by Indiabulls Housing Finance Limited (“IBHFL” or “the
Company”) to furnish a report on the financial information (annexed hereto) in
accordance with the terms of our Engagement Letter dated April 25, 2013, in connection
with the proposed Listing of Equity Shares of the Company, pursuant to the Scheme of
Arrangement involving the merger of Indiabulls Financial Services Limited (“IBFSL”, “the
erstwhile Holding Company”) with the Company in terms of the provisions of Sections
391 to 394 of the Indian Companies Act, 1956, approved by the Hon?ble High Court of
Delhi at New Delhi, vide its Order dated December 12, 2012 (“the Scheme”).
Based on our examination carried out in accordance with the terms of our Engagement
Letter dated April 25, 2013 and the „(Revised) Guidance Note on Reports in Company
Prospectuses? issued by the Institute of Chartered Accountants of India („ICAI?) we report
as follows:
Financial Information as per Restated Summary Statements
We have examined the following Restated Summary Statements prepared by the
Company in accordance with the requirements of paragraph B(1) of Part II of Schedule II
of the Companies Act, 1956 (“the Act”) and the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009 (“SEBI Regulations”),
which have been approved by the Board of Directors of the Company and are attached in
the following Annexures to this report:
Annexure I: „Restated Standalone Summary Statement of Assets and Liabilities? as at
March 31, 2013, March 31, 2012, March 31, 2011, March 31, 2010 and March 31, 2009;
Annexure II: „Restated Standalone Summary Statement of Profit and Loss? for each of
the financial years ended March 31, 2013, March 31, 2012, March 31, 2011, March 31,
2010 and March 31, 2009;
Annexure III: „Restated Standalone Summary Statement of Cash Flows? for each of the
financial years ended March 31, 2013, March 31, 2012, March 31, 2011, March 31, 2010
and March 31, 2009;
Annexure V: „Restated Consolidated Summary Statement of Assets and Liabilities? as at
March 31, 2013;
Annexure VI: „Restated Consolidated Summary Statement of Profit and Loss? for the
financial year ended March 31, 2013; and
Annexure VII: „Restated Consolidated Summary Statement of Cash Flows? for the
financial year ended March 31, 2013.
Based on our examination of the financial information included in the above Restated
Summary Statements, we state as follows:
122
The Restated Summary Statements are based on and have been extracted by the
Management of the Company from the audited standalone financial statements of the
Company for the financial years ended March 31, 2013, March 31, 2012, March 31,
2011, March 31, 2010, March 31, 2009 and from the audited consolidated financial
statements of the Company for the financial year ended March 31, 2013;
The financial information in the Restated Summary Statements has been arrived at after
making adjustments and regroupings as, in our opinion, were appropriate and more fully
described in Note No. 42 of Annexure IV: „Notes forming part of the Restated Standalone
Summary Statements? and in Note No. 37 of Annexure VIII: „Notes forming part of the
Restated Consolidated Summary Statements?;
The Restated Summary Statements have been made after incorporating (i) material
adjustments for the changes in accounting policies retrospectively in the respective
financial years to reflect the same accounting treatment as per the changed accounting
policy for all the reporting periods; and (ii) adjustments for the material amounts in the
respective years to which they relate;
There are no extraordinary items that need to be disclosed separately; and
There are no qualifications in the auditors? reports on the said audited financial
statements that require adjustments.
Based on our examination of the above mentioned Standalone and Consolidated
Restated Summary Statements read with Annexure IV: „Notes forming part of the
Restated Standalone Summary Statements? and Annexure VIII: „Notes forming part of
the Restated Consolidated Summary Statements? respectively, attached to this report, as
appropriate, we state that in our opinion the „Restated Summary Statements? and
„Restated Other Financial Information? have been prepared by the Management of the
Company in accordance with Paragraph B(1) of Part II of Schedule II of the Act, the SEBI
Regulations and in terms of our Engagement Letter dated April 25, 2013.
Restated Other Financial Information
We have also examined the following „Restated Other Financial Information? as set out in
Annexures prepared by the Management of the Company and approved by the Board of
Directors of the Company, attached to this report:
Annexure IX: „Restated Statement of Standalone Accounting and Other Ratios? for the
financial years ended March 31, 2013, March 31, 2012, March 31, 2011, March 31, 2010
and March 31, 2009;
Annexure X: „Restated Statement of Standalone Tax Reconciliation? for the financial
years ended March 31, 2013, March 31, 2012, March 31, 2011, March 31, 2010 and
March 31, 2009;
Annexure XI: „Restated Standalone Capitalisation Statement? for the financial years
ended March 31, 2013, March 31, 2012, March 31, 2011, March 31, 2010 and March 31,
2009; and
Annexure XII: „Statement of Standalone Dividends? for the financial years ended March
31, 2013, March 31, 2012, March 31, 2011, March 31, 2010 and March 31, 2009.
We did not perform audit tests for the purpose of expressing an opinion on individual
balances of account or summaries of selected transactions, and accordingly, we express
no opinion thereon. We have not audited any financial statements / information of the
Company as of any date or for any period subsequent to March 31, 2013. Accordingly,
we express no opinion on the financial position, results of operations or cash flows of the
Company as of any date or for any period subsequent to March 31, 2013.
123
This report should not be in any way construed as a re-issuance or re-dating of any of
the previous audit reports issued by us or by other firms of Chartered Accountants, nor
should this report be construed as a new opinion on any of the financial statements
referred to herein.
Our report is intended solely for the use of the Management of the Company and for
inclusion in the Information Memorandum in connection with the proposed listing of
Equity Shares of the Company. Our report should not be used, referred to or distributed
for any other purpose except with our prior consent in writing.
For Deloitte Haskins & Sells
Chartered Accountants
(Firm Registration No. 117366W)
Sd/-
A. Siddharth
Partner
(Membership No. 031467)
Mumbai: May 16, 2013
124
Annexure I: Restated Standalone Summary Statement of Assets and Liabilities
Particulars Note
No
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
I. EQUITY
AND
LIABILITIES
(1)
Shareholder's
Funds
Share Capital 3
62,50,22,334
1,55,68,96,560
1,55,68,96,560
1,35,00,00,000
1,35,00,00,000
Reserves and
Surplus
4
47,63,71,90,332
7,99,40,46,332
5,77,80,89,939
2,20,34,51,659
2,01,28,62,316
Money
received
against share
warrants
5
1,12,81,50,000
-
-
-
-
(2) Non-
Current
Liabilities
Long-term
borrowings
6
1,82,34,45,98,867
44,96,25,77,777
22,81,94,44,444
6,11,04,33,366
2,49,35,25,969
Deferred tax
liabilities (Net)
7
-
-
-
7,50,47,188
14,20,74,002
Other Long-
term liabilities
8
7,83,79,523
2,32,548
2,21,998
-
-
Long-term
provisions
9
3,66,95,33,718
37,57,08,478
11,18,40,747
4,60,46,506
4,16,37,581
(3) Current
Liabilities
Short-term
borrowings
10
63,81,01,39,094
13,12,58,27,156
1,26,16,17,511
1,02,96,57,530
1,46,82,84,306
Trade
payables
11
2,85,29,227
10,63,764
12,76,947
22,66,382
5,73,332
Other current
liabilities
12
77,94,70,55,331
6,13,88,39,587
4,37,25,80,721
3,41,86,93,852
2,10,83,35,006
Short-term
provisions
13
8,21,52,69,504
20,81,72,052
28,97,49,614
3,63,07,347
3,99,91,155
Total
3,85,48,38,67,930
74,36,33,64,254
36,19,17,18,481
14,27,19,03,830
9,65,72,83,667
II.ASSETS
(1) Non-
current assets
Fixed assets 14(a
to e)
(i) Tangible
assets
44,07,40,721
5,89,28,602
5,67,81,962
3,40,16,740
2,92,22,361
(ii) Intangible
assets
85,19,726
8,54,265
13,16,249
47,48,802
87,58,623
Non-current
investments
15
3,24,92,50,000
-
-
-
-
Deferred tax
assets (net)
16
1,63,16,88,292
10,65,03,091
3,29,39,174
-
-
Long-term
loans and
advances
17
2,63,16,98,92,344
67,96,35,81,997
32,89,05,26,787
7,57,53,83,283
6,78,45,10,886
Other non-
current assets
18
4,83,72,87,544
1,83,93,699
15,45,54,930
14,49,12,934
-
(2) Current
assets
Current
investments
19
21,68,61,77,570
43,00,00,000
1,31,46,45,888
3,73,05,17,256
58,01,07,025
Trade
receivables
20
1,80,72,196
- - - -
Cash and bank
balances
21
48,45,52,68,974
82,30,41,463
6,85,37,351
1,70,30,98,758
32,18,66,217
125
Short-term
loans and
advances
22
38,46,64,66,458
4,14,54,38,621
1,38,51,65,653
94,90,00,333
1,45,98,61,640
Other current
assets
23
3,52,05,04,105
81,66,22,516
28,72,50,487
13,02,25,724
47,29,56,915
Total
3,85,48,38,67,930
74,36,33,64,254
36,19,17,18,481
14,27,19,03,830
9,65,72,83,667
Note:
-
-
-
-
-
The above statement should be read with the Notes to the Restated Standalone Summary Statement of Assets
and Liabilities, Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in
Annexure – IV.
Annexure II: Restated Standalone Summary Statement of Profit and Loss
Particulars Note
No
Year ended
March 31,
2013
Year ended
March 31,
2012
Year ended
March 31,
2011
Year ended
March 31,
2010
Year ended
March 31,
2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(1) Revenue
from operations
24
46,58,06,30,195
7,85,50,67,529
3,10,23,90,068
1,77,17,47,331
1,80,82,99,021
(2) Other
income
25
48,13,73,265
3,44,46,504
7,14,44,816
79,274
1,06,635
(3) Total
revenue (1+2)
47,06,20,03,460
7,88,95,14,033
3,17,38,34,884
1,77,18,26,605
1,80,84,05,656
(4) Expenses
Employee
benefit expense
26
2,03,62,24,930
12,03,16,575
20,47,62,901
24,39,76,655
25,09,46,919
Interest and
Finance charges
27
26,03,58,24,918
3,80,69,28,096
1,35,25,81,188
80,74,61,149
72,71,57,389
Depreciation
and
amortisation
expense
14(a
to e)
9,21,10,194
1,05,51,594
1,61,91,680
1,04,81,849
98,66,717
Other
expenses
28 2,85,66,76,868 49,90,56,859 50,88,33,196 45,57,47,914 53,82,07,778
Total expenses
31,02,08,36,910
4,43,68,53,124
2,08,23,68,965
1,51,76,67,567
1,52,61,78,803
(5) Profit before
tax (3-4)
16,04,11,66,550
3,45,26,60,909
1,09,14,65,919
25,41,59,038
28,22,26,853
(6) Tax expense
Current tax
expense
3,61,94,80,524
1,02,63,51,468
41,11,78,091
13,71,21,680
23,51,54,140
Deferred tax
charge/(credit)
(Net)
14,26,16,472
(7,35,63,917)
(10,79,86,362)
(6,70,26,814)
(17,65,13,351)
Total Tax
Expense
3,76,20,96,996
95,27,87,551
30,31,91,729
7,00,94,866
5,86,40,789
(7) Profit after
tax (5-6)
12,27,90,69,554
2,49,98,73,358
78,82,74,190
18,40,64,172
22,35,86,064
(8) Restated
Adjustments
(Refer
Note 42)
1,00,353
(1,55,876)
67,39,470
(65,25,171)
(25,39,780)
(9) Adjusted
Profit after tax
(7-8)
12,27,89,69,201
2,50,00,29,234
78,15,34,720
19,05,89,343
22,61,25,844
(10) Earnings
per Equity
share as
restated:
34
Basic
39.34
16.06
5.71
1.41
1.68
Diluted
38.12
16.06
5.71
1.41
1.68
Face value per
Equity share
2.00
10.00
10.00
10.00
10.00
126
Note:
The above statement should be read with the Notes to the Restated Standalone Summary Statement of Assets
and Liabilities, Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in
Annexure – IV.
Annexure III: Restated Standalone Summary Statement of Cash Flows
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
ended March
31, 2011
For the Year
ended March
31, 2010
For the Year
ended March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
A Cash flows from
operating
activities :
Profit before tax
as restated
16,04,11,66,550 3,45,26,60,909 1,09,14,65,919 25,41,59,038 28,22,26,853
Adjustments for:
Employee Stock
Compensation
75,63,100
-
- - -
Provision for
Gratuity
84,01,930 (53,80,115) 25,85,126 10,97,109 30,90,814
Provision for
Compensated
Absences
31,40,745 (22,00,582) 5,88,567 6,55,914 16,05,692
Provision for
Superannuation
9,79,72,503
-
- - -
Provision for
Loan Assets
32,35,12,490 3,83,33,310 2,26,09,943 (7,64,92,963) 2,07,78,809
Contingent
Provisions
against Standard
Assets
22,36,68,551
7,06,88,886
6,32,35,736
- -
Depreciation /
Amortisation
9,21,10,194
1,05,51,594
1,61,91,680 1,04,81,849 98,66,717
Bad debts
/Advances
written off
66,81,54,038
8,53,62,258
5,87,39,299
- -
Investment
written off (Net)
73,94,643
-
- - -
Loss on sale of
Fixed Assets
41,58,906
9,92,001
10,945
12,38,246 2,41,162
(Unrealised) /
Realised gains on
appreciation of
Mutual Fund
Investments
(15,13,896)
18,16,070
(15,73,444)
- -
127
(Current
Investments)
Operating Profit
before working
capital changes
17,47,57,29,754
3,65,28,24,331
1,25,38,53,771
19,11,39,193 31,78,10,047
Adjustments for:
Trade and Other
Receivables
1,18,29,77,653
(44,28,83,210)
(15,82,941)
42,96,20,309 50,36,48,820
Loans and
Advances
(49,91,72,57,844)
(37,91,26,57,732)
(26,01,20,18,924)
(41,08,94,617) (81,34,65,823)
Trade Payables
and other
liabilities
(Refer Note
2 below)
4,39,60,73,556
1,72,67,45,122
1,04,39,55,877
55,40,88,325 (1,09,07,81,256)
Cash used in
operations
(26,86,24,76,881)
(32,97,59,71,489)
(23,71,57,92,217)
76,39,53,210 (1,08,27,88,212)
Income taxes
paid (Net)
(2,92,11,27,383)
(1,08,90,19,031)
(16,34,07,961)
(15,67,32,732) (24,34,63,605)
Net cash (used
in) /generated
from operating
activities
(29,78,36,04,264)
(34,06,49,90,520)
(23,87,92,00,178)
60,72,20,478 (1,32,62,51,817)
B Cash flows from
investing
activities
Purchase of Fixed
Assets
(11,27,20,777)
(1,37,21,207)
(3,60,54,108)
(1,26,79,703) (6,39,674)
Sale of Fixed
Assets
51,70,553
4,92,956
5,18,814
1,75,050 4,44,676
Capital Advances
2,44,677
68,89,537
(64,90,962)
6,82,756 (9,11,506)
Proceeds from
deposit accounts
-
-
19,01,31,903
- -
Investment in
deposit accounts
(2,82,98,31,814)
(47,22,23,080)
1,91,24,000
- -
Investments in
Subsidiaries/Long
term
Investments
(2,02,50,00,000)
-
- - -
Proceeds from
long term
Investment
written off
(Refer Note
15(7))
2,96,157
-
- - -
Proceeds from
Investments in
- - -
128
Mutual Funds /
Other Current
Investments
(Net)
2,32,81,21,441 (43,00,00,000)
Net cash (used
in) / generated
from investing
activities
(2,63,37,19,763) (90,85,61,794) 16,72,29,647 (1,18,21,897) (11,06,504)
C Cash flows from
financing
activities
Proceeds from
Issue of Equity
Share through
ESOPs (Including
Securities
Premium)
6,81,87,021
-
3,00,00,00,120
- -
Proceeds from
Issue of Share
Warrants
1,12,81,50,000
-
- - -
Distribution of
Equity Dividends
(including
Corporate
Dividend Tax
thereon)
(7,43,10,26,841)
-
- - -
Debenture issue
expenses
(96,29,62,366)
(10,36,50,561)
- - -
Short term Loans
to Subsidiary
(1,40,00,00,000)
-
- - -
Proceeds from
Short term Loans
(Net)
- (28,00,00,000) - (60,50,48,000) 23,50,48,000
Proceeds from
Term loans-(Net)
17,14,76,90,906
21,80,74,44,444
16,54,35,74,470
1,72,48,70,967 2,48,20,65,098
(Repayment of) /
Proceeds from
issue of
Commercial
Papers (Net)
(2,96,50,00,000) 6,87,50,00,000 (50,00,00,000) 50,00,00,000 -
Net proceeds
from Issue of
Secured
Redeemable
Non-Convertible
Debentures
23,45,39,18,000 2,12,50,00,000 7,50,00,000 2,65,00,00,000 -
Proceeds from
issue of
Unsecured Non
Convertible
-
3,00,00,00,000
- - -
129
Debentures
Net proceeds
from issue of
Subordinated
Debt
5,33,38,00,000
1,25,00,00,000
- - -
Proceeds from
issue of
Perpetual Debt
1,00,00,00,000
-
- - -
Net proceeds
from Working
capital loans
13,50,00,00,000 (73,07,90,355) 73,15,21,625 (33,35,78,776) (90,69,24,129)
Net cash
generated from
financing
activities
48,87,27,56,720 33,94,30,03,528 19,85,00,96,215 3,93,62,44,191 1,81,01,88,969
D Net Increase/
Decrease in cash
and cash
equivalents (
A+B+C )
16,45,54,32,693 (1,03,05,48,786) (3,86,18,74,316) 4,53,16,42,772 48,28,30,648
E Cash and cash
equivalents at
the beginning of
the year
35,08,18,383 1,38,13,67,169 5,24,32,41,485 71,18,41,339 22,90,10,691
Cash and cash
equivalents
received on
merger under
Scheme of
Arrangement
48,83,99,28,555
F Cash and cash
equivalents at
the end of the
year (D + E)
(Refer Note 5
below)
65,64,61,79,631 35,08,18,383 1,38,13,67,169 5,24,34,84,111 71,18,41,339
130
Notes:
1. The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting
Standard (AS) - 3 on 'Cash Flow Statements', as notified under the Companies (Accounting Standards)
Rules, 2006, as amended.
2. Trade payables and other liabilities include Rs. 2,10,84,02,244 (2011-12 Rs. 6,34,59,837, 2010-11 Rs.
11,91,46,077, 2009-10 Rs. 24,75,90,202, 2008-09 Rs.12,13,36,022) being amount payable on assigned
loans.
3. Margin Deposits of Rs. 4,72,95,85,347 (2011-12 Rs. 19,05,48,758, 2010-11 Rs. Nil, 2009-10 Rs. Nil,
2008-09 Rs. 19,01,31,903) have been placed as collateral for Assignment deals on which assignees have a
paramount lien.
4. Deposits of Rs. 39,77,205 (Previous Year Rs. Nil) are under lien with Bank.
5. Cash and cash equivalents at the end of the year include:
Cash and Bank
Balances (Refer
Note 21)
48,45,52,68,974
82,30,41,463
6,85,37,351
1,70,30,98,758
32,18,66,217
Current
Investments in
Units of Mutual
Funds / Other
Current
Investments
considered as
temporary
deployment of
funds
(Refer Note 19)
17,55,61,77,570
-
1,31,46,45,888
3,73,05,17,256
58,01,07,025
66,01,14,46,544
82,30,41,463
1,38,31,83,239
5,43,36,16,014
90,19,73,242
Less: In deposit
accounts having
maturity of more
than 3 months
36,34,57,207
47,22,23,080
-
19,01,31,903
19,01,31,903
Less: Unrealised
gains on
appreciation of
Mutual Fund
Investments
(Current
Investments)
18,09,706
-
18,16,070
-
-
Cash and cash
equivalents as
restated
65,64,61,79,631
35,08,18,383
1,38,13,67,169
5,24,34,84,111
71,18,41,339
6. Unclaimed Dividend account balance in designated bank accounts are not available for use by the
Company.
(Refer Note 21)
7. Previous Year's figures are regrouped wherever considered necessary to conform with Current Year's
groupings and classification
131
8. Figures from the year ended March 31, 2009 to March 31, 2012 are not comparable with figures for the
period ended March 31, 2013 due to the Scheme of Arrangement between the Company and the erstwhile
Holding company
(Refer Note 39)
Note:
The above statement should be read with the Notes to the Restated Standalone Summary Statement of Assets
and Liabilities, Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in
Annexure – IV.
Annexure IV: Notes forming part of Restated Standalone Summary Statements
(1)
Significant Accounting Policies
(i) Basis of Accounting:
The financial information are prepared under the historical cost convention on an accrual basis in
accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) and Accounting
Standards (AS) as notified by the Companies (Accounting Standards) Rules, 2006, as amended.
(ii) Prudential Norms:
The Company follows The Housing Finance Companies (NHB) Directions, 2010 ("NHB Directions,
2010") as amended from time to time, in respect of income recognition, income from investments,
accounting of investments, asset classification, disclosures in the Balance Sheet and provisioning.
Accounting Standards (AS) as notified by the Companies (Accounting Standards) Rules, 2006, as
amended and Guidance Notes issued by The Institute of Chartered Accountants of India (“ICAI”) are
followed insofar as they are not inconsistent with the NHB Directions, 2010.
(iii) Use of Estimates:
The preparation of financial information in conformity with Indian GAAP requires the Management to
make estimates and assumptions that affect the reported amount of assets and liabilities on the date
of the financial information and the reported amount of revenues and expenses during the reporting
period. Differences between the actual result and estimates are recognised in the year in which the
results are known / materialised.
(iv) Revenue Recognition:
Interest Income from financing and investing activities and others is recognised on an accrual basis.
In terms of the NHB Directions, 2010, interest income on Non-performing assets ('NPAs') is
recognised only when it is actually realised.
Processing Fees in respect of loans given is recognised on sanction / disbursement as per the terms
of the contract.
Income from Fee based Advisory Services is recognised on an accrual basis.
Commission on insurance policies sold is recognised when the Company under its agency code sells
the insurance policies and when the same is accepted by the principal insurance company.
Repayment of loans is as stipulated in the respective loan agreements or by way of Equated Monthly
Installments (EMI?s) comprising principal and interest. EMI?s commence once the entire loan is
disbursed. Pending commencement of EMI's, Pre-EMI interest is payable every month and accounted
for on accrual basis.
Dividend income on Equity shares is recognised when the right to receive the dividend is
unconditional as at the Balance Sheet date. In terms of the Housing Finance Companies (NHB)
Directions 2010, Dividend Income on units of Mutual Fund(s) held by the Company are recognised on
cash basis as per the NHB Directions, 2010.
132
(v) Securitisation / Assignment of Loan portfolio:
Derecognition of loans assigned/securitised in the books of the Company, recognition of gain / loss
arising on securitisation /assignment and accounting for credit enhancements provided by the
Company is based on the guidelines issued by The Institute of Chartered Accountants of India.
Derecognition of loans assigned / securitised in the books of the Company is based on the principle of
surrender of control over the loans resulting in a “true sale” of loans.
Residual income on Assignment / Securitisation of Loans is recognised over the life of the underlying
loans and not on an upfront basis.
Credit enhancement in the form of cash collateral, if provided by the Company, by way of deposits is
included under Cash and bank balances / Loans and Advances, as applicable.
(vi)
Fixed Assets:
(a) Tangible Assets:
Tangible fixed assets are stated at cost, net of tax / duty credits availed, less accumulated
depreciation / impairment losses, if any. Cost includes original cost of acquisition, including incidental
expenses related to such acquisition and installation.
(b) Intangible Assets:
Intangible assets are stated at cost, net of tax / duty credits availed, less accumulated amortisation /
impairment losses, if any. Cost includes original cost of acquisition, including incidental expenses
related to such acquisition.
(vii) Depreciation / Amortisation:
Depreciation on tangible fixed assets is provided on straight-line method at the rates specified in
Schedule XIV to the Companies Act, 1956. Depreciation on additions to fixed assets is provided on a
pro-rata basis from the date the asset is put to use. Leasehold improvements are amortised over the
period of Lease. Depreciation on sale / deduction from fixed assets is provided for up to the date of
sale / deduction, as the case may be. Assets costing less than Rs. 5,000 each are fully depreciated in
the year of capitalisation.
Intangible assets consisting of Software are amortised on a straight line basis over a period of four
years from the date when the assets are available for use.
(viii) Impairment of Assets:
The Company assesses at each Balance Sheet date whether there is any indication that an asset may
be impaired. If any such indication exists, the Company estimates the recoverable amount of the
asset. The recoverable amount is the higher of an asset?s net selling price and its value in use. If such
recoverable amount of the asset or the recoverable amount of the cash generating unit to which the
asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable
amount. The reduction is treated as an impairment loss and is recognised in the Statement of Profit
and Loss. If at the Balance Sheet date there is an indication that if a previously assessed impairment
loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the
recoverable amount.
(ix)
Taxes on Income: Current tax is determined as the tax payable in respect of taxable income for the
year and is computed in accordance with relevant tax regulations. Deferred tax resulting from timing
differences between accounting income and taxable income is accounted for at the tax rates and the
tax laws substantively enacted as at the Balance Sheet date, to the extent that the timing differences
are expected to crystallise / capable of reversal in one or more subsequent periods. Deferred Tax
Assets are recognised where realisation is reasonably certain whereas in case of carried forward
losses or unabsorbed depreciation, deferred tax assets are recognised only if there is virtual certainty
of realisation backed by convincing evidence that there will be sufficient future taxable income
available to realise such assets. Deferred Tax Assets are reviewed for the appropriateness of their
respective carrying values at each Balance Sheet date.
(x) Fringe Benefits Tax:
Fringe Benefits Tax has been provided in accordance with the provisions of the Income Tax Act, 1961
and the Guidance Note on Accounting for Fringe Benefits Tax issued by the Institute of Chartered
Accountants of India. Pursuant to the enactment of the Finance Act, 2009, Fringe Benefit Tax stands
abolished.
(xi) Share/Debenture Issue Expenses and Premium/Discount on Issue:
Share / Debenture issue expenses, net of tax, are adjusted against the Securities Premium Account,
as permissible under Section 78(2) of the Companies Act, 1956, to the extent of balance available
and thereafter, the balance portion is charged to the Statement of Profit and Loss, as incurred.
Premium / Discount on Issue of debentures, net of tax, are adjusted against the Securities Premium
Account, as permissible under Section 78(2) of the Companies Act, 1956, to the extent of balance
available and thereafter, the balance portion is charged to the Statement of Profit and Loss, as
incurred.
133
(xii) Investments:
Investments are classified as long term and current investments. Long term investments are carried
individually at cost less provision, if any, for diminution other than temporary in the value of such
investments. In terms of NHB Directions, 2010, quoted Current investments are valued at lower of
cost or market value. Unquoted current investments in units of Mutual Funds are valued as per Net
Asset Value of the Plan. Provision for diminution in value of investments is made in accordance with
the NHB Directions, 2010 and Accounting Standard (AS) - 13 „Accounting for Investments? as notified
by the Companies (Accounting Standards) Rules, 2006, as amended.
(xiii) Employee benefits:
The Company?s contribution to Provident Fund is charged to the Statement of Profit and Loss. The
Company has unfunded defined benefit plans as Compensated Absences and Gratuity for all eligible
employees, the liability for which is determined on the basis of an actuarial valuation at the end of
the year using the 'Projected Unit Credit Method'. Actuarial gains and losses comprise experience
adjustments and the effects of changes in actuarial assumptions and are recognised in the Statement
of Profit and Loss as income or expenses, as applicable. Superannuation (Pension & Medical
coverage) payable to a Director on retirement is actuarially valued at the end of the year using the
Projected Unit Credit Method. Actuarial gains and losses comprise experience adjustments and the
effects of change in actuarial assumptions and are recognised in the Statement of Profit and Loss as
income or expenses as applicable.
(xiv) Commercial Papers:
The liability is recognised at the face value of the Commercial Paper at the time of its issue. The
discount on issue of Commercial Papers is amortised over the tenure of the instrument.
(xv) Borrowing Costs:
Borrowing costs that are attributable to the acquisition, construction or production of qualifying
assets are capitalised as part of cost of the asset. All other borrowing costs are charged to the
Statement of Profit and Loss.
(xvi) Deferred Employee Stock Compensation Cost:
Deferred employee stock compensation cost for stock options are recognised on the basis of generally
accepted accounting principles and are measured by the difference between the intrinsic value of the
Company?s shares of stock options at the grant date and the exercise price to be paid by the option
holders. The compensation expense is amortised over the vesting period of the options. The fair value
of options for disclosure purpose is measured on the basis of a valuation certified by an independent
firm of Chartered Accountants in respect of stock options granted.
(xvii) Leases:
In case of assets taken on operating lease, the lease rentals are charged to the Statement of Profit
and Loss on a straight line basis in accordance with Accounting Standard (AS) 19 – Leases as notified
by the Companies (Accounting Standards) Rules, 2006, as amended.
(xviii) Segment reporting:
The Company identifies primary segments based on the dominant source, nature of risks and returns
and the internal organisation and management structure. The operating segments are the segments
for which separate financial information is available and for which operating profit/loss amounts are
evaluated regularly by the executive Management in deciding how to allocate resources and in
assessing performance.
(xix) Derivative Transactions:
The Company has entered into Interest Rate Swap (IRS) and Foreign Currency Options(FCO). All
outstanding IRS contracts and FCO contracts are marked-to-market as at the year end. Losses are
recognised in the Statement of Profit and Loss based on category of contracts and gains towards
category of contracts are ignored, in line with the Announcement made by the ICAI dated March 29,
2008. Any profit/loss arising on cancellation/unwinding of IRS contracts and FCO contract are
recognised as income or expenses for the period. Premium / discount on IRS / FCO contract which
are not intended for trading or speculation purposes, are amortised over the period of the contracts if
such contracts relate to monetary items as at the Balance Sheet date, except in case where they
relate to the acquisition or construction of fixed assets, in which case, they are adjusted to the
carrying cost of such assets.
134
(xx) Foreign Currency Transactions and Translations:
i. Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on
the date of transaction.
ii. Monetary items denominated in foreign currencies at the year end are translated at year end rates.
In case of Forward Foreign Exchange Contract (FEC), the difference between the year-end rate and
the rate on the date of the contract is recognised as exchange difference and the premium on such
forward contracts is recognised over the life of the forward contract. Any profit/loss arising on
cancellation or renewal of forward contract is recognised as income or expense for the period.
iii. Non monetary foreign currency items are carried at cost.
iv. Exchange differences arising on settlement / restatement of short-term foreign currency monetary
assets and liabilities of the Company are recognised as income or expense in the Statement of Profit
and Loss.
v. The exchange differences arising on settlement / restatement of long-term monetary items which
do not relate to acquisition of depreciable fixed assets are amortised over the maturity period / upto
the date of settlement of such monetary items, whichever is earlier, and charged to the Statement of
Profit and Loss. The unamortised exchange differences are carried in the Balance Sheet as “Foreign
Currency Monetary Item Translation Difference Account” net of the tax effect thereon, where
applicable.
(xxi) Provisions, Contingent Liabilities and Contingent Assets: A provision is recognised when the Company
has a present obligation as a result of past events and it is probable that an outflow of resources will
be required to settle the obligation in respect of which a reliable estimate can be made. Contingent
liability is disclosed for (1) Possible obligations which will be confirmed only by future events not
wholly within the control of the Company or (2) Present obligations arising from past events where it
is not probable that an outflow of resources will be required to settle the obligation or a reliable
estimate of the amount of the obligation can not be made. Contingent Assets are neither recognised
nor disclosed.
(2)
Corporate Information:
The Board of Directors of Indiabulls Housing Finance Limited (100% subsidiary of "IBFSL") and
Indiabulls Financial Services Limited ("IBFSL") at their meeting held on April 27, 2012 had approved
the Scheme of Arrangement involving the reverse merger of IBFSL with the Company in terms of the
provisions of Sections 391 to 394 of the Companies Act, 1956 (the “Scheme of Arrangement”). The
Appointed Date of the proposed merger fixed under the Scheme of Arrangement was April 1, 2012.
The Hon?ble High Court of Delhi, vide its Order dated December 12, 2012, received by the Company
on February 8, 2013, approved the Scheme of Arrangement. In terms of the Court approved Scheme
of Arrangement, with the filing of the copy of the Order, on March 8, 2013, with the office of ROC,
NCT of Delhi & Haryana (the Effective Date), IBFSL, as a going concern, stands amalgamated with
IBHFL with effect from the Appointed Date, being April 1, 2012. Accordingly, Earnings Per Share and
previous year figures are not comparable.
Indiabulls Financial Services Limited (“IBFSL”) was incorporated on January 10, 2000 as a Private
Limited Company. On March 30, 2001, the Company was registered under Section 45-IA of the
Reserve Bank of India (RBI) Act, 1934 to carry on the business of a Non-Banking Financial Company .
The Company was converted into a public limited Company pursuant to Section 44 of the Companies
Act, 1956 on February 03, 2004.
Indiabulls Housing Finance Limited (“the Company”) ("IBHFL") was incorporated on May 10, 2005. On
December 28, 2005 the Company was registered under Section 29A of the National Housing Bank
Act, 1987 to commence / carry on the business of a Housing Finance Institution without accepting
public deposits. The Company is required to comply with provisions of the National Housing Bank Act,
1987, the Housing Finance Companies (NHB) Directions, 2010 and other guidelines / instructions /
circulars issued by the National Housing Bank from time to time.
The Company is engaged in the business to provide finance and to undertake all lending and finance
to any person or persons, co-operative society, association of persons, body of individuals,
companies, institutions, firms, builders, developers, contractors, tenants and others either at interest
or without and/or with or without any security for construction, erection, building, repair, remodeling,
development, improvement, purchase of houses, apartments, flats, bungalows, rooms, huts,
townships and/or other buildings and real estate of all descriptions or convenience there on and to
equip the same or part thereof with all or any amenities or conveniences, drainage facility, electric,
telephonic, television, and other installations, either in total or part thereof and /or to purchase any
free hold or lease hold lands, estate or interest in any property and such other activities as may be
permitted under the Main Objects of the Memorandum of Association of the Company.
135
As at March 31,
2013
As at March 31,
2012
As at March 31,
2011
As at March 31,
2010
As at March 31,
2009
Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
(3) Share Capital
Authorised:
300,00,00,000 Equity Shares of
face value Rs. 2 each 6,00,00,00,000 - -
-
-
15,57,00,000 Equity Shares of
face value Rs. 10 each -
1,55,70,00,000
1,55,70,00,000
-
-
14,00,00,000 Equity Shares of
face value Rs. 10 each - - -
1,40,00,00,000
1,40,00,00,000
1,00,00,00,000 (2008-09 to
2011-12 Nil) Preference Shares
of face value Rs.10 each
10,00,00,00,000 - -
-
-
Issued, subscribed and fully paid
up (I to VII)
31,25,11,167 Equity Shares of
face value Rs. 2 each fully paid
up
62,50,22,334 - - - -
15,56,89,656 Equity Shares of
face value Rs. 10 each fully paid
up -
1,55,68,96,560
1,55,68,96,560
-
-
13,50,00,000 Equity Shares of
face value Rs. 10 each fully paid
up - - -
1,35,00,00,000
1,35,00,00,000
The Company has only one class
of Equity Shares of face value
Rs. 2 each (Previous Years
Rs.10) each fully paid up. Each
holder of Equity Shares is
entitled to one vote per share.
The dividend proposed by the
Board of Directors, if any, is
subject to the approval of the
Shareholders in the ensuing
Annual General Meeting, if
applicable.
In the event of liquidation of the
Company, the holders of Equity
Shares will be entitled to receive
remaining assets of the
company, after distribution of all
preferential amounts. The
distribution will be in proportion
to the number of Equity Shares
held by the Shareholders.
62,50,22,334 1,55,68,96,560 1,55,68,96,560 1,35,00,00,000 1,35,00,00,000
(I) Indiabulls Financial Services Limited ("Erstwhile Holding Company") had issued Global Depository Receipts
(GDR's) which were transferred under the Scheme of Arrangement. As at March 31, 2013 56,08,131 (Previous
Years N.A.) GDR?s were outstanding and were eligible for conversion into Equity Shares. The Company does not
have information with respect to holders of these GDR's. Holders of Global Depository Receipts (GDRs) will be
entitled to receive dividends, subject to the terms of the Deposit Agreement, to the same extent as the holders
of Equity Shares, less the fees and expenses payable under such Deposit Agreement and any Indian tax
applicable to such dividends. Holders of GDRs will not have voting rights with respect to the Deposited Shares.
The GDRs may not be transferred to any person located in India including Indian residents or ineligible
investors except as permitted by Indian laws and regulations.
136
(II) 31,25,11,167 Equity Shares were allotted by the Company, for consideration other than cash to the
shareholders of Erstwhile Holding Company pursuant to and in terms of the Scheme of Arrangement, approved
by the Hon?ble High Court of Delhi vide its Order dated December 12, 2012, which came into effect on March 8,
2013 from the Appointed Date April 1, 2012.(Refer Note 39)
137
(III) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of financial year:-
Particulars
Equity Shares Equity Shares Equity Shares Equity Shares Equity Shares
As at March 31, 2013 As at March 31, 2012 As at March 31, 2011 As at March 31, 2010 As at March 31, 2009
No. of shares
(Amount in
Rs.) No. of shares
(Amount in
Rs.) No. of shares
(Amount in
Rs.) No. of shares
(Amount in
Rs.) No. of shares
(Amount in
Rs.)
Opening Balance
15,56,89,656
1,55,68,96,560
15,56,89,656
1,55,68,96,560
13,50,00,000
1,35,00,00,000
13,50,00,000
1,35,00,00,000
13,50,00,000
1,35,00,00,000
Less: Equity Shares of
Rs.10 each cancelled
under the Scheme of
Arrangement
15,56,89,656
1,55,68,96,560
Add: Equity Shares of Rs.
2 Each issued during the
year to under the Scheme
of Arrangement* 31,25,11,167
62,50,22,334
-
-
-
-
-
-
-
-
Equity Shares issued
during the year to
Indiabulls Financial
Services Limited(erstwhile
Holding Company)
-
-
-
-
2,06,89,656
20,68,96,560
-
-
-
-
Closing Balance
31,25,11,167
62,50,22,334
15,56,89,656
1,55,68,96,560
15,56,89,656
1,55,68,96,560
13,50,00,000
1,35,00,00,000
13,50,00,000
1,35,00,00,000
*Includes 7,06,596 Equity Shares of Rs. 2 each issued during the year, under various ESOP Schemes by the Erstwhile Holding Company aggregating to Rs.
14,13,192.
138
(IV)
Shares held by Shareholders holding more than 5% shares
As at March 31, 2013 As at March 31, 2012 As at March 31, 2011 As at March 31, 2010 As at March 31, 2009
No. of
Shareholders
No. of Shares
held
% of
Holding
No. of Shares
held
% of
Holding
No. of
Shares held
% of
Holding
No. of
Shares held
% of
Holding
No. of
Shares held
% of
Holding
Holding
Company
Indiabulls
Financial
Services
Limited
(including
nominee
shareholders)
(Refer Note
39) -
-
15,56,89,656 100% 15,56,89,656 100% 13,50,00,000 100% 13,50,00,000 100%
Promoters
and
promoter
group
company
Mr. Sameer
Gehlaut
3,76,01,278 12.03%
-
-
-
-
-
-
-
-
Mr. Saurabh
Kumar Mittal
1,89,87,083 6.08%
-
-
-
-
-
-
-
-
Mr. Rajiv
Rattan
1,87,80,253 6.01%
-
-
-
-
-
-
-
-
Orthia Land
Development
Private
Limited
1,57,17,165 5.03%
-
-
-
-
-
-
-
-
Non -
Promoters
Copthall
Mauritius
Investment
Limited
2,18,48,131 6.99%
-
-
-
-
-
-
-
-
HSBC Global
Investment
Funds A/C
HSBC Global
Investment
Funds
Mauritius
Limited
1,89,62,353 6.07%
-
-
-
-
-
-
-
-
(V) Employees Stock Options Schemes:
Indiabulls Financial Services Limited ("Erstwhile Holding Company") (Refer Note 39) and its erstwhile
subsidiary, Indiabulls Credit Services Limited (“ICSL”) had announced ESOS / ESOP schemes for its
employees and the employees of other group companies whereas each option represents one Equity
Share of the Company. The Company has adopted the ESOS / ESOP schemes in respect of its
employees. A Compensation Committee constituted by the Board of Directors administers each of the
plans.
(a) Stock option schemes of the erstwhile Holding Company including schemes in lieu of stock options
schemes of erstwhile fellow subsidiary Indiabulls Credit Services Limited transferred under the Court
approved Scheme of Arrangement(Refer Note 39) :
139
S. No. ERSTWHILE ICSL PLANS
1 IBFSL – ICSL Employees Stock Option Plan 2006
2 IBFSL - ICSL Employees Stock Option Plan II – 2006
3
Employees Stock Option Plan - 2008
(b) IHFL ESOS-2013
The members of the Company at their Meeting dated March 6, 2013 approved the IHFL ESOS -2013 scheme
consisting of 3,90,00,000 stock options representing 3,90,00,000 fully paid up equity shares of Rs. 2 each of
the Company to be issued in one or more tranches to eligible employees of the Company or to eligible
employees of the subsidiaries of the Company. The same has not yet been granted till March 31, 2013.
(c)
The other disclosures in respect of the ESOS / ESOP Schemes are as under:-
As at March 31, 2013:
Particulars
IBFSL –
ICSL
Employees
Stock
Option
Plan 2006
IBFSL –
ICSL
Employees
Stock
Option
Plan II –
2006
Employees
Stock
Option
Plan -
2008
Employees
Stock
Option
Plan -
2008
-Regrant
Employees
Stock
Option
Plan -
2008-
Regrant
IBFSL –
ICSL
Employees
Stock
Option
Plan
2006-
Regrant
Employees
Stock
Option
Plan -
2008-
Regrant
IBFSL –
ICSL
Employees
Stock
Option
Plan II -
2006-
Regrant
Total Options
under the
Scheme
14,40,000
7,20,000
75,00,000
N.A. N.A. N.A. N.A. N.A.
Options
issued
14,40,000
7,20,000
75,00,000
N.A. N.A. N.A. N.A. N.A.
Vesting
Period and
Percentage
Four
years,25%
each year
Four
years,25%
each year
Ten
years,15%
First year,
10% for
next eight
years and
5% in last
year
N.A. N.A. N.A. N.A. N.A.
Vesting Date
1st April
1st
November
8th
December
31st
December
16th July 27th August 11th January 27th August
Revised
Vesting
Period &
Percentage
Eight
years,
12% each
year for 7
years and
16%
during the
8th year
Nine
years,11%
each year
for 8
years and
12%
during the
9th year
N.A.
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Exercise
Price (Rs.)
41.67 100.00 95.95 125.90 158.50 95.95 153.65 100.00
Exercisable
Period
4 years
from each
vesting
date
5 years
from
each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
Outstanding
at the
beginning of
the
year(Nos.)
3,70,556 1,64,268 36,89,793 1,18,155 2,11,400 3,16,000 1,90,668 1,75,200
140
Regrant
Addition
N.A N.A N.A N.A N.A. N.A. N.A. N.A.
Regrant Date
N.A N.A N.A
December
31, 2009
July 16,
2010
August 27,
2009
January 11,
2011
August 27,
2009
Options
vested during
the year
(Nos.)
63,558
27,429
4,95,558
11,460
22,940
39,500
20,000
21,900
Exercised
during the
year (Nos.)
65,046
21,186
5,47,026
18,990
26,680
-
27,668
-
Expired
during the
year (Nos.)
-
-
-
- -
-
-
-
Cancelled
during the
year
-
-
-
- -
-
-
-
Lapsed
during the
year
8,600 10,320 99,208 11,250 13,000
-
-
-
Re-granted
during the
year
-
-
-
N.A N.A N.A N.A N.A
Outstanding
at the end of
the year
(Nos.)
2,96,910 1,32,762 30,43,559 87,915 1,71,720 3,16,000 1,63,000 1,75,200
Exercisable
at the end of
the year
(Nos.)
21,492
24,328
3,39,962
12,420
200
39,500
3,000
21,900
Remaining
contractual
Life
(Weighted
Months)
64
80
90
97
105
95
110
95
N.A - Not Applicable
As at March 31, 2012 : (Being applicable as an subsidiary of the Erstwhile Holding Company)
Particulars
IBFSL –
ICSL
Employees
Stock
Option
Plan 2006
IBFSL –
ICSL
Employees
Stock
Option
Plan II –
2006
Employees
Stock
Option
Plan -
2008
Employees
Stock
Option
Plan -
2008
-Regrant
Employees
Stock
Option
Plan -
2008-
Regrant
IBFSL –
ICSL
Employees
Stock
Option
Plan
2006-
Regrant
Employees
Stock
Option
Plan -
2008-
Regrant
IBFSL –
ICSL
Employees
Stock
Option
Plan II -
2006-
Regrant
Total
Options
under the
Scheme
14,40,000
7,20,000
75,00,000
N.A. N.A. N.A. N.A. N.A.
Options
issued
14,40,000
7,20,000
75,00,000
N.A. N.A. N.A. N.A. N.A.
Vesting
Period and
Percentage
Four
years,25%
each year
Four
years,25%
each year
Ten
years,15%
First year,
10% for
next eight
years and
5% in last
year
N.A. N.A. N.A. N.A. N.A.
Vesting
Date
1st April
1st
November
8th
December
31st
December
16th July
27th
August
11th
January
27th
August
141
Revised
Vesting
Period &
Percentage
Eight
years,
12% each
year for 7
years and
16%
during the
8th year
Nine
years,11%
each year
for 8
years and
12%
during the
9th year
N.A.
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Exercise
Price (Rs.)
41.67 100.00 95.95 125.90 158.50 95.95 153.65 100.00
Exercisable
Period
4 years
from each
vesting
date
5 years
from
each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
Outstanding
at the
beginning
of the
year(Nos.)
4,92,446 2,45,724 47,04,016 1,43,100 2,30,400 3,55,500 2,00,000 1,97,100
Regrant
Addition
N.A N.A N.A N.A N.A. N.A. N.A. N.A.
Regrant
Date
N.A N.A N.A
December
31, 2009
July 16,
2010
August 27,
2009
January 11,
2011
August 27,
2009
Options
vested
during the
year (Nos.)
70,902
30,333
5,15,643
12,510
23,040
39,500
20,000
21,900
Exercised
during the
year (Nos.)
81,858
51,372
5,88,546
945
19,000
39,500
9,332
21,900.00
Expired
during the
year (Nos.)
-
-
-
- -
-
-
-
Cancelled
during the
year
-
-
-
- -
-
-
-
Lapsed
during the
year
40,032 30,084 4,25,677 24,000 -
-
-
-
Re-granted
during the
year
-
-
-
N.A N.A N.A N.A N.A
Outstanding
at the end
of the year
(Nos.)
3,70,556 1,64,268 36,89,793 1,18,155 2,11,400 3,16,000 1,90,668 1,75,200
Exercisable
at the end
of the year
(Nos.)
31,580
25,477
4,35,832
22,875
4,040
-
10,668
-
Remaining
contractual
Life
(Weighted
Months)
69
85
95
99
110
107
114
107
N.A - Not Applicable
142
As at March 31, 2011 : (Being applicable as an subsidiary of the Erstwhile Holding Company)
Particulars
IBFSL –
ICSL
Employees
Stock
Option
Plan 2006
IBFSL –
ICSL
Employees
Stock
Option
Plan II –
2006
Employees
Stock
Option
Plan -
2008
Employees
Stock
Option
Plan -
2008-
Regrant
Employees
Stock
Option
Plan -
2008-
Regrant
IBFSL –
ICSL
Employees
Stock
Option
Plan
2006-
Regrant
Employees
Stock
Option
Plan -
2008-
Regrant
IBFSL –
ICSL
Employees
Stock
Option
Plan II -
2006-
Regrant
Total
Options
under the
Scheme
14,40,000
7,20,000
75,00,000
N.A. N.A. N.A. N.A. N.A.
Options
issued
14,40,000
7,20,000
75,00,000
N.A. N.A. N.A. N.A. N.A.
Vesting
Period and
Percentage
Four
years,25%
each year
Four
years,25%
each year
Ten
years,15%
First year,
10% for
next eight
years and
5% in last
year
N.A. N.A. N.A. N.A. N.A.
Vesting
Date
1st April
1st
November
8th
December
31st
December
16th July
27th
August
11th
January
27th
August
Revised
Vesting
Period &
Percentage
Eight
years,
12% each
year for 7
years and
16%
during the
8th year
Nine
years,11%
each year
for 8
years and
12%
during the
9th year
N.A.
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Ten years,
10% for
every year
Exercise
Price (Rs.)
41.67 100.00 95.95 125.90 158.50 95.95 153.65 100.00
Exercisable
Period
4 years
from each
vesting
date
5 years
from
each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
5 years
from each
vesting
date
Outstanding
at the
beginning
of the
year(Nos.)
7,57,116 4,63,795 71,30,557 3,67,350 N.A 3,95,000 N.A 2,19,000
Regrant
Addition
N.A N.A N.A N.A N.A. N.A. N.A. N.A.
Regrant
Date
N.A N.A N.A
December
31, 2009
July 16,
2010
August 27,
2009
January 11,
2011
August 27,
2009
Options
vested
during the
year (Nos.)
80,622
33,435
5,74,969
14,310
-
39,500
-
21,900
Exercised
during the
year (Nos.)
1,11,894
29,766
8,94,537
- -
39,500
-
21,900.00
143
Expired
during the
year (Nos.)
-
-
-
- -
-
-
-
Cancelled
during the
year
-
-
-
- -
-
-
-
Lapsed
during the
year
1,52,776 1,88,305 11,01,604 2,24,250
-
- - -
Re-granted
during the
year
-
-
4,30,400
N.A N.A N.A N.A N.A
Outstanding
at the end
of the year
(Nos.)
4,92,446 2,45,724 47,04,016 1,43,100 2,30,400 3,55,500 2,00,000 1,97,100
Exercisable
at the end
of the year
(Nos.)
43,400
45,988
5,48,050
14,310
- - - -
Remaining
contractual
Life
(Weighted
Months)
74
83
101
111
117
113
123
113
N.A - Not Applicable
As at March 31, 2010 : (Being applicable as an subsidiary of the Erstwhile Holding Company)
Particulars
IBFSL – ICSL
Employees Stock
Option Plan 2006
IBFSL – ICSL
Employees Stock
Option Plan II –
2006
Employees Stock
Option Plan - 2008
Total Options under the Scheme
14,40,000 7,20,000 75,00,000
Options issued
14,40,000 7,20,000 75,00,000
Vesting Period and Percentage
Four years,25% each
year
Four years,25%
each year
Ten years,15% First
year, 10% for next
eight years and 5% in
last year
Vesting Date
1st April 1st November 8th December
Revised Vesting Period &
Percentage
Eight years, 12% each
year for 7 years and
16% during the 8th
year
Nine years,11%
each year for 8
years and 12%
during the 9th year
N.A.
Exercise Price (Rs.)
41.67 100.00 95.95
Exercisable Period
4 years from each
vesting date
5 years from
each vesting date
5 years from each
vesting date
Outstanding at the beginning of
the year(Nos.)
12,37,220 7,20,000 75,00,000
Regrant Addition
N.A N.A N.A
Regrant Date
N.A N.A N.A
Options vested during the year
(Nos.)
1,29,600 79,200 10,69,898
Exercised during the year (Nos.)
85,104 37,205 2,093
Expired during the year (Nos.)
- - -
Cancelled during the year
- - -
144
Lapsed during the year
- - -
Re-granted during the year
- - 3,67,350
Outstanding at the end of the year
(Nos.)
11,52,116 6,82,795 71,30,557
Exercisable at the end of the year
(Nos.)
2,01,716 2,11,195 10,67,805
Remaining contractual Life
(Weighted Months)
75 94 105
N.A - Not Applicable
As at March 31, 2009 : (Being applicable as an subsidiary of the Erstwhile Holding Company)
Particulars
IBFSL – ICSL Employees
Stock Option Plan 2006
IBFSL – ICSL Employees Stock
Option Plan II – 2006
Total Options under the Scheme
14,40,000 7,20,000
Options issued
14,40,000 7,20,000
Vesting Period and Percentage
Four years,25% each year Four years, 25% each year
Vesting Date
1st April 1st November
Revised Vesting Period & Percentage
Eight years, 12% each
year for 7 years and 16%
during the 8th year
Nine years,11% each year for 8
years and 12% during the 9th
year
Exercise Price (Rs.)
41.67 100.00
Exercisable Period
4 years from each vesting
date
5 years from each vesting date
Outstanding at the beginning of the
year(Nos.)
14,40,000 7,20,000
Regrant Addition
N.A N.A
Regrant Date
N.A N.A
Options vested during the year (Nos.)
3,60,000 79,200
Exercised during the year (Nos.)
2,02,780 -
Expired during the year (Nos.)
- -
Cancelled during the year
- -
Lapsed during the year
- -
Re-granted during the year
- -
Outstanding at the end of the year (Nos.)
12,37,220 7,20,000
Exercisable at the end of the year (Nos.)
1,57,220 79,200
Remaining contractual Life (Weighted
Months)
85 103
N.A - Not Applicable
The Fair value of the options as determined by an Independent firm of Chartered Accountants, which has been
regranted by the Erstwhile Holding Company under the respective plans using the Black-Scholes Merton Option
Pricing Model based on the following parameters are as under:-
145
Particulars
ESOP –
2008
Regrant
ESOP –
2008
Regrant
IBFSL – ICSL
Employees
Stock Option
Plan 2006-
Regrant
IBFSL – ICSL
Employees
Stock Option
Plan II 2006-
Regrant
ESOP –
2008
Regrant
Exercise price Rs 125.90 158.5 95.95 100 153.65
Expected volatility* 99.61% 99.60% 75.57% 75.57% 99.60%
Expected forfeiture percentage on
each vesting date Nil Nil Nil Nil Nil
Option Life (Weighted Average) 9.80 Years 9.80 Years 9.80 Years 9.80 Years 9.80 Years
Expected Dividends yield 3.19% 2.89% 4.69% 4.50% 2.98%
Weighted Average Fair Value
(Rs.) 83.48 90.24 106.3 108.06 84.93
Risk Free Interest rate 7.59% 7.63% 7.50% 7.50% 7.63%
*The expected volatility was determined based on historical volatility data.
Fair Value Methodology:
As the erstwhile ICSL Plans / erstwhile Plans were issued based on the fair value of the options on the date of
the grant, there is no impact of the same on the net profit and earnings per share. The ESOP - 2008 (including
re-grant) were issued at the Intrinsic value of the options on the date of the grant. Had the compensation cost
for the stock options granted under ESOP - 2008 (including re-grant) been determined based on the fair value
approach, the Company?s net profit and earnings per share would have been as per the pro forma amounts
indicated below:-
Particulars
Year ended Year ended Year ended Year ended Year ended
March 31, 2013 March 31, 2012 March 31, 2011 March 31, 2010 March 31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
Net Profit available to
Equity Share holders (as
restated)
12,27,89,69,201
2,50,00,29,234
78,15,34,720
19,05,89,343
22,61,25,844
Less : Stock-based
compensation expense
determined under fair
value based method:
[Gross Rs.390,850,276
(Previous Years Rs.
N.A.)] (Pro forma)
4,09,85,070
- -
-
-
Net Profit available to
Equity Share holders (as
per Pro forma)
12,23,79,84,131
2,49,98,73,358
78,15,34,720
19,05,89,343
22,61,25,844
Basic earnings per share
(as restated)
39.34
16.06
5.71
1.41
1.68
Basic earnings per share
(Pro forma)
39.21
16.06
5.71
1.41
1.68
Diluted earnings per
share (as restated)
38.12
16.06
5.71
1.41
1.68
Diluted earnings per
share (Pro forma)
37.99
16.06
5.71
1.41
1.68
(VI) Pursuant to the Scheme of Arrangement the Authorised Capital of the Company has been
rearranged to Rs.16,00,00,00,000 divided into 3,00,00,00,000 Equity Shares of Rs. 2 each and
1,00,00,00,000 Preference Shares of Rs. 10 each.
146
(VII) 5,25,87,066 Equity shares of Rs. 2 each(2011-12 Nil, 2010-11 Nil, 2009-10 Nil, 2008-09 Nil) are
reserved for issuance as follows:-
(a) 43,87,066 shares of Rs. 2 each (2011-12 Nil, 2010-11 Nil, 2009-10 Nil, 2008-09 Nil) towards
Employees Stock options as granted.
(b) 4,82,00,000 shares of Rs. 2 each (2011-12 Nil, 2010-11 Nil, 2009-10 Nil, 2008-09 Nil) towards
outstanding share warrants.
(4)
Reserves and
Surplus
As at
March 31, 2013
As at
March 31,
2012
As at
March 31,
2011
As at
March 31,
2010
As at
March 31,
2009
Amount Amount Amount Amount Amount
Capital Reserve:
Opening Balance - - - - -
Add: Transfer from
Indiabulls Financial
Services Limited
pursuant to
Scheme of
Arrangement(Refer
Note.39)
13,75,00,000 - - - -
Closing Balance 13,75,00,000 - - - -
Capital
Redemption
Reserve:
Opening Balance - - - - -
Add: Transfer from
Indiabulls Financial
Services Limited
pursuant to
Scheme of
Arrangement(Refer
Note.39)
36,27,392 - -
-
-
Closing Balance 36,27,392 - - - -
Securities
Premium Account:
Opening Balance
3,36,53,48,462 3,45,89,74,212 66,58,70,652 66,58,70,652 66,58,70,652
Add: Amount
received during
the year
- -
2,79,31,03,560
-
-
Add: Additions
during the year on
account of shares
issued under
ESOPs
6,67,73,829 - - - -
Add: Transfer from
Indiabulls Financial
Services Limited
pursuant to
Scheme of
Arrangement(Refer
Note.39)
32,31,18,18,259 - - - -
35,74,39,40,550 3,45,89,74,212 3,45,89,74,212 66,58,70,652 66,58,70,652
Less: Adjustment
on account of
merger(1)
3,69,64,78,559
Less: Debenture
issue
expenses(Net of
68,29,30,943 7,48,66,800 - - -
147
Tax Effect)
Less: Premium on
Redemption of Non
Convertible
Debentures
(Including
Discount)(Net of
Tax Effect)
1,81,80,84,554 1,87,58,950 - - -
Closing Balance
29,54,64,46,494 3,36,53,48,462 3,45,89,74,212 66,58,70,652 66,58,70,652
Stock
Compensation
Adjustment:
(Refer Note 39)
Opening Balance
- - - - -
Employee Stock
Options
outstanding
6,14,03,350 - - - -
Less: Deferred
Employee Stock
Compensation
expense
1,87,94,365 - - - -
Less: Transferred
to Securities
Premium account
1,22,80,670 - - - -
Closing Balance
3,03,28,315 - - - -
General Reserve:
Opening Balance
- - - - -
Add: Transfer from
Indiabulls Financial
Services Limited
pursuant to
Scheme of
Arrangement(Refer
Note.39)
2,39,62,48,200 - - - -
Add: Amount
transferred during
the year from
Surplus in
Statement of Profit
and Loss
1,22,80,00,000 - - - -
Closing Balance
3,62,42,48,200 - - - -
Foreign Currency
Monetary Item
Translation
Difference Account
(2):
Opening Balance
- - - - -
Add: Transfer
during the Year
(2,75,23,476) - - - -
Closing Balance
(2,75,23,476) - - - -
Other Reserves:
Special Reserve
u/s 36(1)(viii) of
the Income Tax
Act, 1961:
Opening Balance
- - -
-
-
Add: Transfer from
Indiabulls Financial
Services Limited
89,00,00,000 - - - -
148
pursuant to
Scheme of
Arrangement
(Refer Note.39)
Closing Balance
89,00,00,000 - - - -
Statutory Reserve:
Reserve (I) (3)
Opening Balance
96,38,08,922 46,38,34,250 30,61,79,412 26,93,66,577 22,46,49,364
Add: Amount
transferred during
the year from
Surplus in
Statement of Profit
and Loss
2,45,58,13,911 49,99,74,672 15,76,54,838 3,68,12,835 4,47,17,213
Closing Balance
3,41,96,22,833 96,38,08,922 46,38,34,250 30,61,79,412 26,93,66,577
Reserve (II)
Opening Balance
- - -
-
-
Add: Transfer from
Indiabulls Financial
Services Limited
pursuant to
Scheme of
Arrangement
(4)&(Refer Note
39)
5,05,47,95,194 - -
-
-
Closing Balance
5,05,47,95,194 - - - -
Additional Reserve
Fund (U/s 29C of
the National
Housing Bank Act,
1987): (3)
Opening Balance
2,06,95,52,909 28,00,00,000 - - -
Add: Amount
transferred during
the year from
Surplus in
Statement of Profit
and Loss
2,00,00,00,000 1,98,00,00,000 28,00,00,000 - -
Less: Amount
utilised during the
year (5)
1,32,02,00,000 19,04,47,091 - - -
Closing Balance
2,74,93,52,909 2,06,95,52,909 28,00,00,000 - -
Surplus in
Statement of Profit
and Loss:
Opening Balance
1,59,53,36,039 1,57,52,81,477 1,23,14,01,595 1,07,76,25,087 89,62,16,456
Add: Transfer from
Indiabulls Financial
Services Limited
pursuant to
Scheme of
Arrangement(Refer
Note.39)
1,29,51,49,850
Net Profit for the
year after tax
12,27,89,69,201 2,50,00,29,234 78,15,34,720 19,05,89,343 22,61,25,844
Amount available
for appropriation
(A)
15,16,94,55,090 4,07,53,10,711 2,01,29,36,315 1,26,82,14,430 1,12,23,42,300
Appropriations:
149
Interim Dividend
paid on Equity
Shares (Rs. 13.50
Per Share
(Previous Year Rs.
Nil))
4,21,50,19,939 - - - -
Interim Dividend
payable on Equity
Shares (Rs. 6.50
Per Share
(Previous Year Rs.
Nil))
2,03,13,22,586 - - - -
Dividend for the
previous year on
Equity Shares
issued by the
Erstwhile Holding
Company after the
year end pursuant
to ESOPs
Allotment
12,91,745 - - - -
Corporate
Dividend Tax on
Interim Dividend
paid on Equity
Shares
68,37,81,610 - - - -
Corporate
Dividend Tax on
Interim Dividend
payable on Equity
Shares
34,52,23,274 - -
-
-
Corporate
Dividend Tax on
Dividend for the
previous year on
Equity Shares
issued by the
Erstwhile Holding
Company after the
year end pursuant
to ESOPs
Allotment
2,09,554 - -
-
-
Transferred to
General Reserve
1,22,80,00,000 - - - -
Transferred to
Special Reserve
(U/s 29C of the
National Housing
Bank Act, 1987)
2,45,58,13,911 49,99,74,672 15,76,54,838 3,68,12,835 4,47,17,213
Transferred to
Additional Reserve
(U/s 29C of the
National Housing
Bank Act, 1987)
2,00,00,00,000 1,98,00,00,000 28,00,00,000 - -
Total
Appropriations (B)
12,96,06,62,619 2,47,99,74,672 43,76,54,838 3,68,12,835 4,47,17,213
Balance of Profit
Carried forward
(A)-(B)
2,20,87,92,471 1,59,53,36,039 1,57,52,81,477 1,23,14,01,595 1,07,76,25,087
47,63,71,90,332 7,99,40,46,332 5,77,80,89,939 2,20,34,51,659 2,01,28,62,316
(1) Difference between the carrying amount of Investment in Indiabulls Housing Finance Limited held
by Indiabulls Financial Services Limited, and amount of Capital issued earlier has been debited to
Securities Premium account as per Scheme of Arrangement on cancellation of said investment.
150
(2) Pursuant to the notification dated December 29, 2011 issued by the Ministry of Corporate Affairs
amending Accounting Standard 11 - The Effects of Changes in Foreign Exchange Rates, as notified
by the Companies (Accounting Standards) Rules, 2006, as amended, the Company has exercised
the option as per para 46A inserted in the said Standard for all long term monetary assets and
liabilities. Consequently an amount of Rs. 2,75,23,476 representing translation difference on
foreign currency loans is carried forward in the Foreign Currency Monetary Item Translation
Difference Account as on March 31, 2013. This amount is to be amortised over the balance period
of such monetary liabilities.
(3) In terms of Section 29C of the NHB Act, 1987, the Company is required to transfer at least 20% of
its Profit after tax to a Reserve Fund before any dividend is declared. Such a Reserve Fund is also
considered as an eligible transfer in terms of Section 36(1)(viii) of the Income Tax Act, 1961. The
Company has transferred an amount of Rs. 2,45,58,13,911 (2011-12 Rs. 49,99,74,672, 2010-11
Rs. 15,76,54,838, 2009-10 Rs. 3,68,12,835, 2008-09 Rs. 4,47,17,213) to the Reserve Fund as at
the respective year ends. Further an additional amount of Rs. 2,00,00,00,000 (2011-12 Rs.
1,98,00,00,000, 2008-09 to 2010-11 Rs. Nil) has been set apart by way of transfer to Additional
Reserve Fund in excess of the statutory minimum requirement as specified under Section 29C
pursuant to Circular no. NHB(ND)/DRS/Pol-No. 03/2004-05 dated August 26, 2004 issued by the
National Housing Bank. The additional amount so transferred may be utilised in the future for any
business purpose.
(4) This pertains to reserve created under section 45-IC of the Reserve Bank of India Act 1934, by the
Erstwhile Holding Company Indiabulls Financial Services Limited, which has been transferred to the
Company under the Scheme of Arrangement.
(5) During the year, in addition to the charge of Rs. 54,71,81,041 (2011-12 Rs. 10,90,22,196, 2010-
11 Rs. 8,58,45,679, 2009-10 Rs. Nil, 2008-09 Rs. 2,07,78,809) towards provision for loan assets
and standard assets to the Statement of Profit and Loss, an amount of Rs. 1,32,02,00,000 (net of
Deferred Tax of Rs. 67,98,00,000 ) [(2011-12 Rs. 19,04,47,091, 2008-09 to 2010-11 Rs. Nil) (net
of deferred tax of Rs. Nil)], being one time charge of provision for standard assets and other
contingencies due to Merger between the Company and the Erstwhile Holding Company (Refer note
39) and changes in the provisioning requirements by the National Housing Bank vide Circulars no.
NHB.HFC.DIR.4/CMD/2012 dated January 19, 2012 has been transferred from Additional Reserve
created as per Section 29C of the National Housing Bank Act, 1987 pursuant to Circular No.
NHB(ND)/DRS/Pol- 03/2004-05 dated August 26, 2004 as under;
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Particulars
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Provisions for Contingencies
2,22,36,68,551
26,11,35,977
6,32,35,736
-
-
Provision for Loan Assets
32,35,12,490
3,83,33,310
2,26,09,943
-
2,07,78,809
Total 2,54,71,81,041 29,94,69,287 8,58,45,679 - 2,07,78,809
(5) In terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the erstwhile
Holding Company during the current financial year, upon receipt of Shareholders approval, has on June
9, 2012, issued and allotted an aggregate of 2,07,00,000 warrants, to certain Promoter group entities
and Key Management Personnel, at a conversion price of Rs. 218 per Equity Share, 25% of which
amounting to Rs. 1,12,81,50,000 has already been received by the Erstwhile Holding Company from
the respective allottees as upfront amount. These warrants are convertible into an equivalent number
of Equity Shares of face value Rs. 2 each, in the Company, upon receipt of balance conversion price,
within a period of eighteen months from the date of allotment. In the event the warrants are not
converted into shares within the said period, the Company is eligible to forfeit the amount received
towards the warrants.(Refer Note 39)
(6)
Long-term
borrowings
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
151
Secured
Redeemable Non
Convertible
Debentures (Refer
Note 29(i))**
58,07,10,00,000 4,85,00,00,000 37,50,00,000
2,65,00,00,000
-
Term Loans (Refer
Note 29(ii))*
- from banks
1,11,82,17,98,868 35,86,25,77,777 22,44,44,44,444
3,46,04,33,366
2,49,35,25,969
- from others
4,00,49,99,999 - -
-
-
Unsecured
Loans and Advances
from related
parties;
- Redeemable Non
convertible
Debentures (Refer
Note 29(iii)) - 3,00,00,00,000 -
-
-
Loans and Advances
from Others
-10.60%
Redeemable Non
convertible
Perpetual
Debentures***
1,00,00,00,000 - -
-
-
- Subordinated Debt
(Refer Note 29 (iv))
7,44,68,00,000 1,25,00,00,000 -
-
-
1,82,34,45,98,867 44,96,25,77,777 22,81,94,44,444
6,11,04,33,366
2,49,35,25,969
*Secured by hypothecation of Loan Receivables(Current and Future) /Current Assets/Cash and Cash
Equivalents of the Company.
**Redeemable Non-Convertible Debentures are secured against Immovable Property / Current Assets and
pool of Current and Future Loan Receivables of the Company.
***No Put / Call Option exercisable at the end of 10 years from the date of allotment (exercisable only with
the prior approval of the concerned regulatory authority)
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
(7) Deferred tax liabilities
(Net)
Pursuant to Accounting Standard (AS) – 22 „Accounting for Taxes on Income? as notified by the Companies
(Accounting Standards) Rules, 2006, as amended, the Company has debited an amount of Rs. 14,26,16,472
(2011-12 credited Rs. 7,35,63,917, 2010-11 credited Rs. 10,79,86,362, 2009-10 credited Rs. 6,70,26,814,
2008-09 credited Rs.17,65,13,351) as deferred tax charge / credit to the Statement of Profit and Loss. The
breakup of deferred tax into major components is as under:
Deferred Tax Liabilities
On difference between book
balance and tax balance of
fixed assets
-
-
-
30,86,670
50,64,999
Amount recoverable on
assignment of loans
-
-
-
11,76,51,028
20,91,82,520
Deferred Tax Assets
On difference between book
balance and tax balance of
fixed assets
-
-
-
-
-
152
Provision for loan assets and
contingent provision against
standard assets
-
-
-
4,15,69,770
6,85,36,468
Disallowance under Section
40A(7) of the Income-Tax Act,
1961
-
-
-
28,37,825
25,30,913
Disallowance under Section
43B of the Income-Tax Act,
1961
-
-
-
12,82,915
10,89,807
Preliminary expenses
-
-
-
-
16,329
Deferred tax liabilities (Net)
-
-
-
7,50,47,188
14,20,74,002
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
(8) Other Long-term
liabilities
-
-
-
-
Other Liabilities
27,59,578
2,32,548
2,21,998
-
-
Interest Accrued but not due
on Secured Redeemable, Non
Convertible Debentures
7,56,19,945
7,83,79,523
2,32,548
2,21,998
-
-
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
(9) Long term provisions
Provision for Contingencies(1)
& (Refer Note 37)
2,65,09,73,268
34,23,39,958
9,72,86,010
3,39,73,235
3,12,40,795
Provision for Gratuity(Refer
Note 26)
7,29,98,994
53,58,135
1,03,89,402
84,36,505
73,67,333
Provision for Compensated
Absences(Refer Note 26)
3,20,17,108
20,39,251
41,65,335
36,36,766
30,29,453
Provision for Superannuation
(Refer Note 26)
29,22,25,359 -
-
-
Premium on Redemption on
Secured Non Convertible
Debentures (Accrued but not
due)(Sinking fund)
62,13,18,989
2,59,71,134 -
-
-
3,66,95,33,718
37,57,08,478
11,18,40,747
4,60,46,506
4,16,37,581
(1) Provision for Contingencies includes Contingent provision against standard assets and other contingencies.
As per National Housing Bank Circular No. NHB/HFC/DIR.3/CMD/2011 dated August 5, 2011 and
NHB/HFC/DIR.4/CMD/ 2012 dated January 19, 2012, in addition to provision for non performing assets, all
housing finance companies are required to carry a general provision. (i) at the rate of 2% on housing loans
disbursed at comparatively lower rate of interest in the initial few years, after which rates are reset at higher
rates; (ii) at the rate of 1% of Standard Assets in respect of Commercial Real Estates and (iii) at the rate of
0.40% of the total outstanding amount of loans which are Standard Assets other than (i) & (ii) above.
Accordingly, the Company is carrying a provision of Rs. 2,50,00,00,000 (Previous Year Rs. 36,23,57,671)
towards standard assets (included in Provisions for Contingencies), which is well over the required minimum
provision as per the NHB Guidelines.
153
Movement in Provision for
Contingencies Account during
the year is as under :
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Particulars
Opening Balance
36,23,57,671
10,12,21,694
3,79,85,959
3,79,85,959
3,79,85,959
Add: Transfer from Indiabulls
Financial Services Limited
pursuant to Scheme of
arrangement(Refer Note. 39)
44,39,69,243
-
-
-
-
Add: Addition during the Year
(Refer Note 4(5))
2,22,36,68,551
26,11,35,977
6,32,35,736
-
-
Closing Balance*
3,02,99,95,465
36,23,57,671
10,12,21,695
3,79,85,959
3,79,85,959
*Includes Contingent
Provision Against Standard
Assets
2,50,00,00,000
36,23,57,671
10,12,21,695
3,79,85,959
3,79,85,959
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(10
) Short-term borrowings
Secured
(a) Loans repayable on
demand
From banks- Working Capital
Demand Loan *(Refer Note
29(ii))
28,50,00,00,000 6,00,00,00,000 -
-
-
From banks- Cash Credit
Facility *
5,43,26,15,618 25,08,27,156 98,16,17,511 24,96,57,530 58,32,36,306
(b) Other Loans and
advances
From banks* (Refer Note 29
(ii))
7,27,75,23,476 - -
-
-
Redeemable, Non
Convertible Debentures
(Refer Note 29(i))**
65,00,00,000 - -
-
-
Unsecured
(a) Other Loans and
advances
Commercial Papers(Refer
Note 29(v))
21,95,00,00,000
6,87,50,00,000
-
50,00,00,000
-
(b) Loans from related
parties; (Refer Note 32 (e))
- - 28,00,00,000 28,00,00,000 88,50,48,000
63,81,01,39,094
13,12,58,27,156
1,26,16,17,511
1,02,96,57,530
1,46,82,84,306
*Secured by hypothecation of Loan Receivables (Current and Future) / Current Assets / Cash and Cash
Equivalents of the Company.
**Redeemable Non-Convertible Debentures are secured against Immovable Property / Current Assets and
pool of Current and Future Loan Receivables of the Company.
154
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(11) Trade payables
(a) Dues to Micro and Small
Enterprises *
-
-
-
-
-
(b) Dues to others
2,85,29,227
10,63,764
12,76,947
22,66,382
5,73,332
2,85,29,227
10,63,764
12,76,947
22,66,382
5,73,332
* Disclosures under the Micro, Small and Medium Enterprises Development Act, 2006:
(a) An amount of Rs. Nil and 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 and no amount was paid to the supplier beyond the Appointed Day.
(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 regarding to Micro and Small Enterprises has been determined to the extent such
parties have been identified on the basis of information available with the Company.
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(12) Other current
liabilities
Current maturities of
long term debt(1)
64,70,30,99,788
2,44,48,66,667
2,40,55,55,556
2,49,59,92,164
1,73,85,39,130
Interest accrued but not
due(2)
3,54,90,05,814
15,70,88,255
60,96,977
15,06,837
-
Temporary Overdrawn
Bank Balances as per
books
6,95,75,73,072
3,39,56,48,869
1,77,01,20,047
63,74,55,906
23,09,06,111
Amount payable on
Assigned Loans(3)
2,10,84,02,244
6,34,59,837
11,91,46,077
24,75,90,202
12,13,36,022
Other Current Liabilities
for Statutory Dues and
Expense Provisions
60,96,86,917
7,77,75,959
7,16,62,064
3,61,48,743
1,75,53,743
Unclaimed Dividends(4)
1,92,87,496 -
-
-
-
77,94,70,55,331
6,13,88,39,587
4,37,25,80,721
3,41,86,93,852
2,10,83,35,006
(1) Current maturities of long term debt
Redeemable, Non
Convertible Debentures
(Refer Note 29(i))
26,89,00,00,000 -
2,35,00,00,000
-
-
Term Loans
From Banks (Refer Note
29(ii))
37,18,30,99,788
2,44,48,66,667
5,55,55,556
2,49,59,92,164
1,73,85,39,130
From Others (Refer
Note 29(ii))
63,00,00,000 -
-
-
-
64,70,30,99,788
2,44,48,66,667
2,40,55,55,556
2,49,59,92,164
1,73,85,39,130
(2) Interest accrued but not due
155
On Term Loans and
Working Capital
Demand Loans
4,21,96,097
9,14,966
72,180
5,10,536
-
On Secured Redeemable
Non Convertible
Debentures
3,10,68,59,914
15,43,75,344
60,24,797
9,96,301
-
On Subordinate Debt
and Perpetual Debt
39,99,49,803
17,97,945
-
-
-
3,54,90,05,814
15,70,88,255
60,96,977
15,06,837
-
(3) Amount payable on assigned loans is net of amount receivable amounting to Rs. 1,84,60,081 (2011-12
Rs. 3,78,09,379, 2010-11 Rs. 25,68, 2009-10 Rs. 3,01,31,888, 2008-09 Rs. 1,77,84,359).
(4) 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 the year end.
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(13) Short-term
provisions
Provision for Taxation
(Net of Advance Tax/
TDS/ Self assessment
Tax)
1,56,99,08,553 18,75,91,919 28,48,28,163
3,19,57,564
3,29,90,470
Provision for Fringe
Benefits Tax (net of
Advance Tax)
1,85,628 - -
5,000
-
Provision for
Contingencies(Refer
Note. 9 & 37)
37,90,22,197 2,00,17,713 39,35,685
40,12,724
67,45,164
Provision for
Gratuity(Refer Note 26)
47,02,015 3,51,518 7,00,366
1,06,657
78,720
Provision for
Compensated
Absences(Refer Note
26)
23,92,373 2,10,902 2,85,400
2,25,402
1,76,801
Sinking fund for
Premium on
Redemption on Secured
Non Convertible
Debentures (Accrued
but not due) (Sinking
fund)
3,88,25,12,878 - -
-
-
Interim Dividend
payable on Equity
Shares (Rs. 6.50 per
Equity share (Previous
Year Rs. Nil))
2,03,13,22,586 - -
-
-
Corporate Dividend Tax
payable on Interim
Dividend payable on
Equity Shares
34,52,23,274 - -
-
-
8,21,52,69,504 20,81,72,052 28,97,49,614
3,63,07,347
3,99,91,155
156
Annexure IV: Notes forming part of Restated Standalone Summary Statements as at March 31, 2013
(14) (a) FIXED ASSETS
GROSS BLOCK AT COST DEPRECIATION NET BLOCK
Particulars As at Addition
on
account of
Scheme of
Arrangem
ent
(Refer Note
39)
Rs.
Additions Adjustmen
ts/
As at As at Addition on
account of
Scheme of
Arrangemen
t
(Refer Note 39)
Rs.
Provided Adjustmen
ts
As at As at As at
April 01,
2012
during the Sales
during
March 31,
2013
April 01,
2012
during the during the March 31,
2013
March 31,
2013
March 31,
2012
year the year year year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
A. Tangible
Assets
Land* 11,75,000 19,12,000 1,31,270 - 32,18,270 - - - - - 32,18,270 11,75,000
Building 1,02,55,100 - - - 1,02,55,100 2,19,824 - 1,67,158 - 3,86,982 98,68,118 1,00,35,276
Computers 2,18,84,417 15,57,03,916 1,37,88,069 13,44,766 19,00,31,636 1,57,06,680 11,36,04,083 2,21,51,501 11,28,298 15,03,33,966 3,96,97,670 61,77,737
Furniture &
Fixtures
2,06,79,740 7,92,12,861 1,45,99,096 4,48,435 11,40,43,262 1,12,65,199 3,28,18,110 1,93,76,675 2,62,230 6,31,97,754 5,08,45,508 94,14,541
Leasehold
Improvemen
ts
1,80,49,237 16,71,26,343 1,86,53,955 9,34,369 20,28,95,166 50,23,537 5,41,01,488 1,09,28,216 7,19,427 6,93,33,814 13,35,61,352 1,30,25,700
Office
Equipments
82,69,635 8,56,53,829 1,08,73,521 5,18,216 10,42,78,769 16,40,933 1,86,51,943 49,81,741 1,55,740 2,51,18,877 7,91,59,892 66,28,702
Vehicles 1,51,66,011 11,28,26,028 5,06,25,611 1,35,39,019 16,50,78,631 26,94,365 2,82,54,239 1,49,29,767 51,89,651 4,06,88,720 12,43,89,911 1,24,71,646
TOTAL (A) 9,54,79,140 60,24,34,977 10,86,71,522 1,67,84,805 78,98,00,834 3,65,50,538 24,74,29,863 7,25,35,058 74,55,346 34,90,60,113 44,07,40,721 5,89,28,602
157
B. Intangible
Assets
Software 2,60,47,406 15,92,38,201 40,49,255 - 18,93,34,862 2,51,93,141 13,60,46,859 1,95,75,136 - 18,08,15,136 85,19,726 8,54,265
TOTAL (B) 2,60,47,406 15,92,38,201 40,49,255 - 18,93,34,862 2,51,93,141 13,60,46,859 1,95,75,136 - 18,08,15,136 85,19,726 8,54,265
TOTAL
(A+B)
12,15,26,546 76,16,73,178 11,27,20,777 1,67,84,805 97,91,35,696 6,17,43,679 38,34,76,722 9,21,10,194 74,55,346 52,98,75,249 44,92,60,447 5,97,82,867
*Mortgaged as Security against Secured Non Convertible Debentures (Refer Note 6, 10 & 12)
158
Annexure IV: Notes forming part of Restated Standalone Summary Statements as at March 31, 2012
(14) (b) FIXED ASSETS
GROSS BLOCK AT COST DEPRECIATION NET BLOCK
Particulars As at Addition
on
account
of
Scheme
of
Arrange
ment
(Ref
er Note 39)
Rs.
Additions Adjustmen
ts/
As at As at Addition on
account of
Scheme of
Arrangemen
t
(Refer Note 39)
Rs.
Provided Adjustmen
ts
As at As at As at
April 01,
2011
during the Sales
during
March 31,
2012
April 01,
2011
during the during the March 31,
2012
March 31,
2012
March 31,
2011
year the year year year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
A. Tangible
Assets
Freehold
Land*
- - 11,75,000 - 11,75,000 - - - - - 11,75,000 -
Building 1,02,55,100 - - - 1,02,55,100 52,666 - 1,67,158 - 2,19,824 1,00,35,276 1,02,02,434
Computers 2,20,47,497 - 4,15,184 5,78,264 2,18,84,417 1,26,69,770 - 35,30,538 4,93,628 1,57,06,680 61,77,737 93,77,727
Furniture &
Fixtures
1,95,98,111 - 11,91,329 1,09,700 2,06,79,740 80,83,337 - 32,91,562 1,09,700 1,12,65,199 94,14,541 1,15,14,774
Leasehold
Improvement
s
1,13,20,501 - 80,52,296 13,23,560 1,80,49,237 46,21,782 - 11,21,984 7,20,229 50,23,537 1,30,25,700 66,98,719
Office
Equipments
70,55,279 - 13,42,793 1,28,437 82,69,635 12,71,670 - 4,00,075 30,812 16,40,933 66,28,702 57,83,609
159
Vehicles 1,46,33,754 - 14,25,277 8,93,020 1,51,66,011 14,29,055 - 14,58,965 1,93,655 26,94,365 1,24,71,646 1,32,04,699
TOTAL (A) 8,49,10,242 - 1,36,01,879 30,32,981 9,54,79,140 2,81,28,280 - 99,70,282 15,48,024 3,65,50,538 5,89,28,602 5,67,81,962
B. Intangible
Assets
Software 2,59,28,078 - 1,19,328 - 2,60,47,406 2,46,11,829 - 5,81,312 - 2,51,93,141 8,54,265 13,16,249
TOTAL (B) 2,59,28,078 - 1,19,328 - 2,60,47,406 2,46,11,829 - 5,81,312 - 2,51,93,141 8,54,265 13,16,249
TOTAL (A+B) 11,08,38,320 - 1,37,21,207 30,32,981 12,15,26,546 5,27,40,109 - 1,05,51,594 15,48,024 6,17,43,679 5,97,82,867 5,80,98,211
*Mortgaged as Security against Secured Non Convertible Debentures (Refer Note 6, 10 & 12)
160
Annexure IV: Notes forming part of Restated Standalone Summary Statements as at March 31, 2011
(14) (c) FIXED ASSETS
GROSS BLOCK AT COST DEPRECIATION NET BLOCK
Particulars As at Addition
on
account of
Scheme of
Arrangem
ent
(Refer Note
39)
Rs.
Additions Adjustmen
ts/
As at As at Addition
on
account
of
Scheme
of
Arrange
ment
(Refe
r Note 39)
Rs.
Provided Adjustm
ents
As at As at As at
April 01,
2010
during the Sales
during
March 31,
2011
April 01,
2010
during the during
the
March 31,
2011
March 31,
2011
March 31,
2010
year the year year year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
A. Tangible
Assets
Building - - 1,02,55,100 - 1,02,55,100 - - 52,666 - 52,666 1,02,02,434 -
Computers 1,72,64,486 - 48,27,011 44,000 2,20,47,497 95,17,899 - 31,85,266 33,395 1,26,69,770 93,77,727 77,46,587
Furniture &
Fixtures
71,31,073 - 41,89,428 - 1,13,20,501 27,17,585 - 19,04,197 - 46,21,782 66,98,719 44,13,488
Leasehold
Improvement
s
1,19,00,319 - 76,97,792 - 1,95,98,111 25,17,530 - 55,65,807 - 80,83,337 1,15,14,774 93,82,789
Office
Equipment
39,13,419 - 31,41,860 - 70,55,279 9,52,844 - 3,18,826 - 12,71,670 57,83,609 29,60,575
Vehicles 98,22,778 - 53,87,612 5,76,636 1,46,33,754 3,09,477 - 11,77,060 57,482 14,29,055 1,32,04,699 95,13,301
TOTAL (A) 5,00,32,075 - 3,54,98,803 6,20,636 8,49,10,242 1,60,15,335 - 1,22,03,822 90,877 2,81,28,280 5,67,81,962 3,40,16,740
161
B. Intangible
Assets
Software 2,53,72,773 - 5,55,305 - 2,59,28,078 2,06,23,971 - 39,87,858 - 2,46,11,829 13,16,249 47,48,802
TOTAL (B) 2,53,72,773 - 5,55,305 - 2,59,28,078 2,06,23,971 - 39,87,858 - 2,46,11,829 13,16,249 47,48,802
TOTAL (A+B) 7,54,04,848 - 3,60,54,108 6,20,636 11,08,38,320 3,66,39,306 - 1,61,91,680 90,877 5,27,40,109 5,80,98,211 3,87,65,542
162
Annexure IV: Notes forming part of Restated Standalone Summary Statements as at March 31, 2010
(14) (d) FIXED ASSETS
GROSS BLOCK AT COST DEPRECIATION NET BLOCK
Particulars As at Addition
on
account of
Scheme of
Arrangem
ent
(Refer Note
39)
Rs.
Additions Adjustmen
ts/
As at As at Addition
on
account
of
Scheme
of
Arrange
ment
(Ref
er Note 39)
Rs.
Provided Adjustmen
ts
As at As at As at
April 01,
2009
during the Sales
during
March 31,
2010
April 01,
2009
during the during the March 31,
2010
March 31,
2010
March
31,
2009
year the year year year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
A. Tangible
Assets
Building - - - - - - - - - - -
-
Computers 1,67,57,116 - 5,46,370 39,000 1,72,64,486 68,83,728 - 26,49,232 15,061 95,17,899 77,46,587 98,73,388
Furniture &
Fixtures
75,62,310 - 64,153 4,95,390 71,31,073 25,27,862 - 3,42,108 1,52,385 27,17,585 44,13,488 50,34,448
Leasehold
Improvement
s
1,29,59,311 - - 10,58,992 1,19,00,319 18,66,361 - 8,25,763 1,74,594 25,17,530 93,82,789 1,10,92,950
Office
Equipment
40,87,290 - 82,029 2,55,900 39,13,419 8,65,715 - 1,81,075 93,946 9,52,844 29,60,575 32,21,575
Vehicles - - 98,22,778 - 98,22,778 - - 3,09,477 - 3,09,477 95,13,301
-
163
TOTAL (A) 4,13,66,027 - 1,05,15,330 18,49,282 5,00,32,075 1,21,43,666 - 43,07,655 4,35,986 1,60,15,335 3,40,16,740 2,92,22,361
B. Intangible
Assets
Software 2,32,08,400 - 21,64,373 - 2,53,72,773 1,44,49,777 - 61,74,194 - 2,06,23,971 47,48,802 87,58,623
TOTAL (B) 2,32,08,400 - 21,64,373 - 2,53,72,773 1,44,49,777 - 61,74,194 - 2,06,23,971 47,48,802 87,58,623
TOTAL (A+B) 6,45,74,427 - 1,26,79,703 18,49,282 7,54,04,848 2,65,93,443 - 1,04,81,849 4,35,986 3,66,39,306 3,87,65,542 3,79,80,984
164
Annexure IV: Notes forming part of Restated Standalone Summary Statements as at March 31, 2009
(14) (e) FIXED ASSETS
GROSS BLOCK AT COST DEPRECIATION NET BLOCK
Particulars As at Addition on
account of
Scheme of
Arrangement
(Refer
Note 39)
Rs.
Additions Adjustments/ As at As at Addition on
account of
Scheme of
Arrangement
(Refer
Note 39)
Rs.
Provided Adjustments As at As at As at
April 01,
2008
during
the
Sales during March 31,
2009
April 01,
2008
during
the
during the March 31,
2009
March 31,
2009
March 31,
2008
year the year year year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
A. Tangible
Assets
Building - - - - - - - - - - - -
Computers 1,66,58,722 - 1,54,474 56,080 1,67,57,116 42,72,771 - 26,67,037 56,080 68,83,728 98,73,388 1,23,85,951
Furniture &
Fixtures
72,65,027 - 2,97,283 - 75,62,310 21,53,277 - 3,74,585 - 25,27,862 50,34,448 51,11,750
Leasehold
Improvements
1,29,10,311 - 49,000 - 1,29,59,311 10,47,430 - 8,18,931 - 18,66,361 1,10,92,950 1,18,62,881
Office
Equipment
39,48,373 - 1,38,917 - 40,87,290 6,79,000 - 1,86,715 - 8,65,715 32,21,575 32,69,373
Vehicles 7,84,220 - - 7,84,220 - 81,033 - 17,349 98,382 - - 7,03,187
TOTAL (A) 4,15,66,653 - 6,39,674 8,40,300 4,13,66,027 82,33,511 - 40,64,617 1,54,462 1,21,43,666 2,92,22,361 3,33,33,142
B. Intangible
165
Assets
Software 2,32,08,400 - - - 2,32,08,400 86,47,677 - 58,02,100 - 1,44,49,777 87,58,623 1,45,60,723
TOTAL (B) 2,32,08,400 - - - 2,32,08,400 86,47,677 - 58,02,100 - 1,44,49,777 87,58,623 1,45,60,723
TOTAL (A+B) 6,47,75,053 - 6,39,674 8,40,300 6,45,74,427 1,68,81,188 - 98,66,717 1,54,462 2,65,93,443 3,79,80,984 4,78,93,865
166
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
(15) Non-current investments
(Refer Note 39)
Long Term - Trade - Unquoted
(i) In Wholly owned Subsidiary
Companies (Unless otherwise
stated):
- 50,000 Fully paid up Equity
Shares of face value Rs 10 each
in Indiabulls Insurance Advisors
Limited. (1)&(5)
5,00,000
-
-
-
-
- 43,75,000 Fully paid up
Equity Shares of face value Rs
10 each in Indiabulls Finance
Company Private Limited
(2)&(5)
43,75,00,000
-
-
-
-
- 50,00,000 Fully paid up
Equity Shares of face value Rs
10 each in Indiabulls Capital
Services Limited. (1)&(5)
5,00,00,000
-
-
-
-
- 1,00,00,000 Fully paid up
Equity Shares of face value Rs
10 each in Indiabulls
Infrastructure Credit Limited (5)
25,00,00,000
-
-
-
-
- 2,25,00,000 (Previous Year
Nil) Fully paid up Compulsory
Convertible Cumulative
Preference shares of face value
Rs 10 each in Indiabulls
Infrastructure Credit Limited (3)
2,02,50,00,000
-
-
-
-
- 25,50,000 Fully paid up
Equity Shares of face value Rs
10 each in Indiabulls Advisory
Services Limited (5)
2,55,00,000
-
-
-
-
- 50,000 Fully paid up Equity
Shares of face value Rs 10 each
in Indiabulls Asset Holding
Company Limited (1)&(5)
5,00,000
-
-
-
-
- 50,000 Fully paid up Equity
Shares of face value Rs 10 each
in Indiabulls Life Insurance
Company Limited (1) & (5)
5,00,000
-
-
-
-
- 1,50,000 Fully paid up Equity
Shares of face value Rs 10 each
in Indiabulls Collection Agency
limited (5)
10,05,00,000
-
-
-
-
- 50,000 Fully paid up Equity
Shares of face value Rs 10 each
in Ibulls Sales Limited (5)
5,00,000
-
-
-
-
- 1,50,00,000 Fully paid up
Equity Shares of face value Rs
10 each in Indiabulls Asset
Management Company Limited
(5)
15,00,00,000
-
-
-
-
- 5,00,000 Fully paid up Equity
Shares of face value Rs 10 each
in Indiabulls Trustee Company
Limited (5)
50,00,000
-
-
-
-
- 1,50,000 Fully paid up
Equity Shares of face value Rs
10 each in Indiabulls Holdings
Limited (5)
15,00,000
-
-
-
-
167
- 12,25,000 Fully paid up
Equity Shares of face value Rs
10 each in Indiabulls Asset
Reconstruction Company Limited
(5)&(6)
1,22,50,000
-
-
-
-
Total (i)
3,05,92,50,000
-
-
-
-
(ii) Other Long Term
Investments(Unquoted):
- 2,80,00,000 Fully paid up
Equity Shares of face value Rs 5
each in Indian Commodity
Exchange Limited (4)&(5)
14,00,00,000
-
-
-
-
- 50 9.25% Unsecured
Redeemable, Non-Convertible
Subordinated Bonds of Dena
Bank of Face Value of Rs.
1,000,000 each (5)
5,00,00,000
-
-
-
-
Total (ii)
19,00,00,000
-
-
-
-
Total (i)+(ii)
3,24,92,50,000
-
-
-
-
Aggregate market value of
quoted Investments
-
-
-
-
-
Aggregate book value of quoted
Investments
-
-
-
-
-
Aggregate book value of
unquoted Investments
3,24,92,50,000
-
-
-
-
Aggregate provision for
diminution in value of
Investments
-
-
-
-
-
(1) Investments by the Company in the Equity Share capital of Indiabulls Insurance Advisors Limited and
Indiabulls Capital Services Limited are considered as strategic and long term in nature and are held at a cost of
Rs. 5,00,000 and Rs. 5,00,00,000 respectively. The Company considers the losses suffered by these
subsidiaries as temporary in nature and accordingly no provision for diminution in value has been made in the
books of account.
As at March 31, 2013, the Company holds 100% of the Equity capital of Indiabulls Asset Holding Company
Limited, and Indiabulls Life Insurance Company Limited at a cost of Rs. 5,00,000 each. Based on the audited
financials of these companies, as at March 31, 2013, there has been an erosion in the value of investment
made in those companies as the operations in those companies have not yet commenced / are in the process
of being set up. As the Management considers the investment in these companies as strategic and long term in
nature, the Company considers the losses suffered by these subsidiaries as temporary in nature and
accordingly no provision for diminution in their carrying values has been made in the books of account.
(2) The Company holds 57.50% of the capital of Indiabulls Finance Company Private Limited (IFCPL), which
has become a subsidiary of the Company pursuant to the Scheme of Arrangement. The balance 42.50% or
32,33,696 Equity Shares are held by Amaprop Limited (Amaprop), vide a Share Subscription and Shareholders
Agreement (SHA) entered into between the erstwhile Holding Company[Indiabulls Financial Services
Limited(IBFSL)], IFCPL and Amaprop. Certain disputes arose between IBFSL and Amaprop on Amaprop
exercising its put option under the SHA as the put price arrived at in accordance with the SHA was rejected by
the Reserve Bank of India (RBI) being in excess of the Fair Market Value as per the then prevailing RBI pricing
guidelines. The disputes were adjudicated in an arbitration held in New York, USA where the Arbitral Tribunal
passed an Award requiring IBFSL to pay Rs. 1,92,00,07,000 alongwith interest and costs thereon (as given in
the award) to Amaprop, for acquiring the 42.50% stake held by Amaprop in IFCPL. The Award was later
confirmed by the US District Court under the US laws. Amaprop has thereafter initiated proceedings for
enforcement / recognition of the award in the US and UK for which proceedings are pending. Implementation
of the Award would result in IFCPL becoming a 100% subsidiary of IBFSL.
168
This Award has simultaneously been challenged by IBFSL before the Hon'ble High Court of Delhi ("High Court")
in a petition filed under Section 34 of the Arbitration and Conciliation Act, 1996. During the course of the
hearing the High Court had suggested that IBFSL should prefer an application to the RBI for its approval to
remit Rs. 1,19,00,00,128, which in the opinion of the Arbitration Tribunal is the value likely to be accepted by
the RBI, as is recorded by it to be in compliance with the RBI Circular No. 49 dated May 4, 2010. On an
application preferred to the RBI seeking its approval for purchase of the abovementioned shares in IFCPL from
Amaprop at a cost of Rs. 1,19,00,00,128, the RBI directed the parties to conclude the transaction as per the
then extant pricing guidelines. The valuation of IFCPL shares held by Amaprop as per the then extant pricing
guidelines being lower than Rs. 1,92,00,07,000 the transaction could not be completed. The High Court has
since heard the petition and the Award was dismissed by the High Court. IBFSL has filed an appeal against the
said Order before the Divisional Bench of High Court, which was listed on January 28, 2013 and was then
adjourned to May 21, 2013. On the other hand Amaprop has filed enforcement proceedings before the High
Court where the Company have filed objections and the matter was listed on Mar 22, 2013 which got
adjourned to April 11, 2013 on which date the Company advanced its arguments on the objections. The matter
was listed on May 2, 2013 for arguments by Amaprop. Amaprop has concluded its arguments on enforcement
of the award. The Matter is now fixed on May 27, 2013 for arguments by the Company opposing the
enforcement.
(3) During the current financial year, the Company has invested Rs. 2,02,50,00,000 by subscribing to
2,25,00,000 Compulsorily Convertible Cumulative Preference Shares of face value Rs. 10 per share, issued by
its wholly owned subsidiary namely Indiabulls Infrastructure Credit Limited.
(4) On December 13, 2010 the Erstwhile Holding Company (IBFSL) had sold 26% shares held by it in Indian
Commodity Exchange Limited (ICEX) to Reliance Exchange Next Limited (R-Next) for a total consideration of
Rs. 47,35,00,000 against a proportionate cost of Rs. 26,00,00,000. As a result thereof, the stake of IBFSL in
ICEX has been reduced from 40% to 14% and the same has been reclassified as a long term investment from
the earlier classification of being an Associate. MMTC filed a petition before the Company Law Board (CLB)
against ICEX, R-Next and IBFSL alleging that the transfer is null and void in terms of the Shareholders
Agreement in view of the Forward Markets Commission (FMC) guidelines. IBFSL contends that such view of
MMTC is based on the old FMC guidelines and without considering the amended FMC Guidelines dated June 17,
2010 wherein the transfer norms were relaxed. IBFSL had filed its objections on maintainability of the petition
which is pending adjudication before the CLB.
(5) Transferred from Indiabulls Financial Services Limited under the Scheme of Arrangement. (Refer Note 39)
(6) During the current financial year, Indiabulls Advisory Services Limited (IASL), a wholly owned subsidiary of
the Company has invested Rs. 2,60,00,000 by purchasing 26,00,000 Equity Shares of face value Rs. 10 each
per Equity Share from the earlier shareholders of Indiabulls Asset Reconstruction Company Limited (IARCL), an
associate of the Company. After this purchase, the stake in IARCL has increased from 24.02% to 75.00%
(together with IASL) and then IARCL has become a subsidiary of the Company from the earlier classification of
being an Associate.
(7) During the current financial year, the Company has written off its investment in Indiabulls Alternative Asset
Management Private Limited, as the Company was struck off from the records of Accounting And Corporate
Regulatory Authority of Singapore, on February 7, 2013.
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
(16) Deferred tax assets (Net)
Pursuant to Accounting Standard (AS) – 22 „Accounting for Taxes on Income? as notified by the Companies
(Accounting Standards) Rules, 2006, as amended, the Company has debited an amount of Rs.
14,26,16,472 (2011-12 credited Rs. 7,35,63,917, 2010-11 credited Rs. 10,79,86,362, 2009-10 credited Rs.
6,70,26,814, 2008-09 credited Rs.17,65,13,351) as deferred tax charge (net) to the Statement of Profit and
Loss arising on account of timing differences. Further Deferred Tax Asset of Rs. 67,98,00,000 ((2011-12 Rs.
Nil, 2010-11 Rs. Nil, 2009-10 Rs. Nil, 2008-09 Rs. Nil) (Included in Provision for loan assets and contingent
provision against standard assets below) has been recognised against the utilisation of Additional Reserve
u/s 29C (Refer Note. 4(5)). The breakup of deferred tax into major components is as under:
Deferred Tax Liabilities
169
On difference between book
balance and tax balance of fixed
assets
16,96,889 -
10,49,407
-
-
Amount recoverable on
assignment of loans
- -
3,95,09,197
-
-
Deferred Tax Assets
On difference between book
balance and tax balance of fixed
assets
-
92,619 -
-
-
Provision for loan assets and
contingent provision against
standard assets
1,49,59,51,425
10,38,27,913
6,84,55,662
-
-
Disallowance under Section
40A(7) of the Income-Tax Act,
1961
2,64,10,573
18,52,497
35,98,075
-
-
Disallowance under Section 43B
of the Income-Tax Act, 1961
11,10,23,183
7,30,062
14,44,041
-
-
Deferred Tax Assets (Net)
1,63,16,88,292
10,65,03,091
3,29,39,174
-
-
As at March 31,
2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(17) Long-term loans and
advances (Unsecured
unless otherwise stated)
(i) Loans and Other Credit
Facilities
(a) Secured Loans(1)
-Considered Good 2,93,65,25,90,362
94,13,90,17,319
45,47,93,42,829
11,55,31,52,214
12,22,28,93,118
-Considered Doubtful 97,07,80,847 24,62,14,362
25,74,19,249
12,19,30,169
2,38,67,524
Less: Loans Assigned 32,42,24,58,904
26,30,63,94,318
12,91,76,20,136
4,39,87,78,552
5,89,56,28,131
2,62,20,09,12,305
68,07,88,37,363
32,81,91,41,942
7,27,63,03,831
6,35,11,32,511
(b) Unsecured Loans
-Considered Good 75,61,07,049 6,48,533 -
44,87,284
59,81,976
-Considered Doubtful 21,62,22,936 -
97,23,29,985 6,48,533 -
44,87,284
59,81,976
Total (a) +(b) 2,63,17,32,42,290
68,07,94,85,896
32,81,91,41,942
7,28,07,91,115
6,35,71,14,487
Less: Provision for Loan
Assets(Including Additional
Provision made by the
Company)(2) & (Refer
Note.37) 1,47,15,84,657 14,51,40,046
10,89,20,750
8,33,40,094
16,12,67,399
2,61,70,16,57,633
67,93,43,45,850
32,71,02,21,192
7,19,74,51,021
6,19,58,47,088
(ii) Other Unsecured Loans
and Advances
Loan to directors - - -
-
-
Capital Advances 76,38,21,339 1,63,105
70,52,642
5,61,680
12,44,436
Security Deposit for
Rented Premises 4,36,18,536 50,95,500
93,61,800
50,54,503
1,33,370
170
Security Deposit with
others 81,73,651 3,41,338
1,03,530
Advance Fringe Benefits
tax (FBT) (Net of Provision
for FBT) 68,775 68,775
68,775
73,775
66,931
Advance Tax / Tax
deducted at source (Net of
Provision for Tax) 63,64,02,318 2,23,11,304
5,41,49,064
5,57,88,066
3,06,86,592
Deferred Purchase
Consideration on
assignment of receivables - -
10,52,23,195
31,36,00,980
55,64,64,220
Others including Prepaid
Expenses and Employee
advances 1,61,50,092 12,56,125
43,46,589
28,53,258
68,249
2,63,16,98,92,344
67,96,35,81,997
32,89,05,26,787
7,57,53,83,283
6,78,45,10,886
(1) Secured Loans and Other Credit Facilities given to customers are secured / partly secured by :
(a) Equitable mortgage of property and / or
(b) Pledge of shares, units, other securities, assignment of life insurance policies and / or
(c) Hypothecation of assets and / or
(d) Company guarantees or personal guarantees and / or
(e) Negative lien and / or Undertaking to create a security.
(2) Movement in
Provision for Loan Assets
is as under :
For the Year
ended
For the Year
ended
For the Year
ended
For the Year
ended
For the Year
ended
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
Opening Balance
14,81,01,481 10,97,68,171
8,71,58,228
16,36,51,190
14,28,72,381
Add: Transfer from
Indiabulls Financial
Services Limited
pursuant to Scheme of
Arrangement (Refer Note
39)
2,33,86,08,056 - -
-
-
Add: Transfer from
Statement of Profit and
Loss
32,35,12,490 12,36,95,568
2,26,09,943
-
2,07,78,809
Utilised during the year -
towards Loans written off
1,24,86,18,814 8,53,62,258 -
7,64,92,963
-
Closing Balance
1,56,16,03,213 14,81,01,481
10,97,68,171
8,71,58,227
16,36,51,190
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(18) Other non-current
assets
Margin Money Accounts
having maturity greater
than one year
4,72,56,08,142 -
14,28,00,000
14,28,00,000
-
Interest Accrued on
Deposit accounts / Margin
Money
11,16,79,402 1,83,93,699
1,17,54,930
21,12,934
-
4,83,72,87,544 1,83,93,699
15,45,54,930
14,49,12,934
-
171
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
(19) Current investments
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
Investments in Mutual
Funds
Indiabulls Mutual Fund
-FMP 387 DAYS March
2012 (1)-Growth Plan
(Quoted)
70,00,00,000 35,00,00,000 -
-
-
-FMP 377 DAYS March
2012 (2)-Growth Plan
(Quoted)
16,00,00,000 8,00,00,000 -
-
-
-FMP 370 DAYS March
2012 (1)-Growth Plan
(Quoted)
5,00,00,000 - -
-
-
-Direct Plan - Growth *
7,02,42,200 - -
-
-
UTI Mutual Fund
-Dynamic Bond Fund-
Growth Plan* - -
20,13,30,538
-
-
Birla Sun Life Mutual Fund
-Income Plus Fund: Growth
Plan* - -
70,23,98,121
-
-
-Floating Rate Fund Short
term IP: Growth* - -
41,09,17,229
-
-
SBI Mutual Fund
-Income fund: Growth
Plan*
20,15,67,506 - -
-
-
-Insta Cash Fund- Cash
Option* - - -
75,01,71,261
-
-SBI Ultra Short Term
Fund* - - -
50,00,00,000
-
LIC Nomura Mutual Fund
-FMP Series 57-24 Month -
Growth Plan (Quoted)*
5,00,00,000 - -
-
-
-Liquid Fund- Daily
Dividend Reinvestment* - - -
-
49,01,07,025
-Liquid Fund- Daily
Dividend Reinvestment
Option* - - -
-
9,00,00,000
-Liquid Fund: Growth Plan* - - -
50,01,26,015
-
-LIC Income Plus Fund -
Growth Plan* - - -
25,00,00,000
-
-Saving Plus Fund - Growth
Plan* - - -
50,00,00,000
-
HDFC Mutual Fund
-Liquid fund Growth Plan* - - -
50,02,19,980
-
-Floating Rate Income
Fund - Short Term Plan* - - -
23,00,00,000
-
-Cash Management Fund -
Growth* - - -
50,00,00,000
-
172
Investments in
Bonds(Quoted)(Refer Note
29(vi)(a)))
3,22,00,00,000 - -
-
-
Investments in Certificate
of Deposits(Quoted)(Refer
Note 29(vi)(b)))*
16,72,89,35,250 - -
-
-
Investments in
Government
Securities(Quoted)(Refer
Note 29(v)(c)))*
50,54,32,614 - -
-
-
21,68,61,77,570 43,00,00,000
1,31,46,45,888
3,73,05,17,256
58,01,07,025
*Considered as Cash and Cash equivalents for Cash Flow
Aggregate Market value of
Quoted Investments
21,67,23,37,198 43,27,95,900 -
-
-
Aggregate book value of
Quoted Investments
21,41,43,67,864 43,00,00,000 -
-
-
Aggregate book value of
Unquoted Investments
27,18,09,706 -
1,31,46,45,888
3,73,05,17,256
58,01,07,025
Aggregate provision for
diminution in the value of
investments - - -
-
-
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(20) Trade Receivables
Outstanding for a period
more than six months from
its due date
- Secured, Considered Good
-
-
-
-
-
- Unsecured, Considered
Good
-
-
-
-
-
Outstanding for a period
less than six months from
its due date
- Secured, Considered Good
-
-
-
-
-
- Unsecured, Considered
Good
1,80,72,196
-
-
-
-
1,80,72,196
-
-
-
-
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(21) Cash and Bank
Balances
Cash and cash equivalents
Cash on Hand
15,68,30,651 1,60,01,837
45,49,515
1,01,57,528
1,01,08,194
Cheques / Drafts on hand
3,82,96,365 2,32,09,764 -
-
-
Balances with banks
173
- in current accounts#
47,89,66,84,751 31,16,06,782
6,39,87,836
1,50,28,09,327
12,16,26,120
Other bank balances:
- in deposit accounts
having maturity greater
than three months upto One
Year
5,36,80,002 36,74,322 -
19,01,31,903
-
- in deposit accounts
having maturity greater
than One Year
30,58,00,000 27,80,00,000 -
-
-
- in deposit accounts held
as margin money (under
lien) (1)&(2)
39,77,205 19,05,48,758 -
-
19,01,31,903
48,45,52,68,974 82,30,41,463
6,85,37,351
1,70,30,98,758
32,18,66,217
(1) Deposits accounts with bank of Rs.3,977,205 (Previous Years Rs. Nil) are under lien. The Company has the
complete beneficial interest on the income earned from these deposits.
(2) Deposits accounts with bank of Rs. Nil (2011-12 Rs. 19,05,48,758, 2010-11 Rs. Nil, 2009-10 Rs. Nil, 2008-
09 Rs.19,01,31,903) are held as margin money and is used as collateral security on the assignment deals done
by the Company till March 31, 2013. The Company has the complete beneficial interest on the income earned
from these deposits.
# includes Rs.1,92,87,496 for the year ended March 31, 2013 in designated unclaimed dividend accounts.
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(22) Short-term loans and
advances (Unsecured unless
otherwise stated)
(i) Loans and Other Credit
Facilities
(a) Secured Loans(1)
-Considered Good
41,36,33,43,733
5,59,18,56,299
2,48,18,09,892
1,43,49,95,289
2,05,63,10,321
-Considered Doubtful
- 2,62,58,890
2,33,93,096
-
Less: Loans assigned
7,14,18,81,720
1,63,73,27,771
1,17,75,11,782
57,70,72,432
68,56,76,978
34,22,14,62,013
3,98,07,87,418
1,32,76,91,206
85,79,22,857
1,37,06,33,343
(b) Unsecured Loans
(Standard Assets)
-Considered Good
2,00,56,62,177 51,59,731
59,42,165
20,42,417
19,23,782
2,00,56,62,177 51,59,731
59,42,165
20,42,417
19,23,782
(c) Unsecured Loans to
Related Parties
Indiabulls Finance Company
Private Limited
1,40,00,00,000 - -
-
-
1,40,00,00,000 - -
-
-
Total (a) +(b)+(c)
37,62,71,24,190
3,98,59,47,149
1,33,36,33,371
85,99,65,274
1,37,25,57,125
Less: Provision for Loan
Assets (Including Additional
Provision made by the
Company)(Refer Note.37)
9,00,18,556 29,61,435
8,47,421
38,18,133
23,83,791
37,53,71,05,634
3,98,29,85,714
1,33,27,85,950
85,61,47,141
1,37,01,73,334
Advance Interest on Short
term borrowings
35,09,01,622 14,03,10,844 -
-
-
174
Security Deposit for Rented
Premises
14,12,28,217 34,66,510
9,15,943
15,40,366
71,90,116
Security Deposit with
Others
3,00,00,000 - -
-
-
Application Money for Bonds
25,00,00,000 - -
-
-
Others
15,72,30,985 1,86,75,553
1,85,56,075
4,68,81,865
1,31,29,145
Deferred Purchase
Consideration on
assignment of receivables - -
3,29,07,685
4,44,30,961
6,91,78,885
Loan to Directors - - -
-
1,90,160
38,46,64,66,458
4,14,54,38,621
1,38,51,65,653
94,90,00,333
1,45,98,61,640
(1) Secured Loans and Other Credit Facilities given to customers are secured / partly secured by :
(a) Equitable mortgage of property and / or
(b) Pledge of shares, units, other securities, assignment of life insurance policies and / or
(c) Hypothecation of assets and / or
(d) Company guarantees or personal guarantees and / or
(e) Negative lien and / or Undertaking to create a security.
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2010
As at March
31, 2009
(23) Other Current Assets Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
FCNR Hedge Premium 8,25,42,460 - -
-
-
Interest Accrued on Loans
3,28,14,64,760
65,27,54,380
28,72,50,487
10,37,12,702
12,77,25,721
Interest Accrued on Deposit
accounts / Margin Money /
Bonds
15,64,96,885
2,10,68,136 -
73,89,022
1,95,52,770
Deposit Accounts
-
14,28,00,000 -
1,91,24,000
32,56,78,424
3,52,05,04,105
81,66,22,516
28,72,50,487
13,02,25,724
47,29,56,915
For the Year
ended
March 31,
2013
For the Year
ended
March 31,
2012
For the Year
Ended March
31 , 2011
For the Year
Ended March
31 , 2010
For the Year
Ended March
31 , 2009
(24) Revenue From
Operations
Amount
(Rs.)
Amount
(Rs.) Amount (Rs.)
Amount
(Rs.)
Amount
(Rs.)
(a) Income from Financing
and Investing Activities
Income from Financing
Activities(1)
42,21,87,62,616
6,47,64,29,724
2,47,22,23,264
1,57,46,62,164
1,61,85,20,963
Dividend Income on Units of
Mutual Funds
1,81,95,15,352
9,16,61,496
2,80,15,220
2,68,36,580
4,49,84,538
(b) Income from other
Financial Services
Income from Service
Fees/Advisory Services
9,63,25,100
71,40,86,624
30,57,30,625
45,518
50,27,657
Profit on appreciation of
Mutual Fund Investments
(Current Investments)
18,09,706 -
18,16,070
2,42,626
-
Commission on Insurance - -
175
8,42,08,441 - -
Profit on sale of Investments
36,97,60,797
53,80,337
35,45,778
2,76,530
-
Other Operating Income (2)
1,99,02,48,183
56,75,09,348
29,10,59,111
16,96,83,913
13,97,65,863
46,58,06,30,195
7,85,50,67,529
3,10,23,90,068
1,77,17,47,331
1,80,82,99,021
(1) Income from Financing
Activities Includes:
Interest on Loan Financing /
Income from Securitisation /
Assignment
41,17,34,30,580
6,44,47,94,913
2,45,68,56,563
1,53,41,29,493
1,56,23,31,908
Interest on Deposit Accounts
27,31,37,877
3,16,34,811
1,53,66,701
4,05,32,671
5,61,89,055
Interest on Bonds /
Commercial Papers (Current
investments)
77,21,94,159 - -
-
-
42,21,87,62,616
6,47,64,29,724
2,47,22,23,264
1,57,46,62,164
1,61,85,20,963
(2) Other Operating Income
includes:
Loan processing fees
1,38,55,91,568
49,69,10,481
30,33,31,228
7,18,04,508
5,01,78,247
Foreclosure fees and other
related income
82,48,20,944
22,15,73,845
14,77,32,826
11,75,21,620
11,04,81,889
Less: Direct Selling Agents
Commission
22,01,64,329
15,09,74,978
16,00,04,943
1,96,42,215
2,08,94,273
1,99,02,48,183
56,75,09,348
29,10,59,111
16,96,83,913
13,97,65,863
For the Year
ended
March 31,
2013
For the Year
ended
March 31,
2012
For the Year
Ended March
31 , 2011
For the Year
Ended March
31 , 2010
For the Year
Ended March
31 , 2009
(25) Other Income Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Sundry Balances Written back
6,20,75,663 8,22,333
78,67,989
-
-
Bad debts recovered
39,19,51,789
3,33,59,467
6,04,25,737
-
-
Miscellaneous Income
2,73,45,813 2,64,704
31,51,090
79,274
1,06,635
48,13,73,265
3,44,46,504
7,14,44,816
79,274
1,06,635
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
Ended March
31 , 2011
For the Year
Ended March
31 , 2010
For the Year
Ended March
31 , 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(26) Employee benefit
expense
Salaries (1)
1,87,96,83,841 11,37,63,010
19,75,94,546
24,06,70,025
24,39,42,708
Contribution to Provident
Fund and Other Funds(2)
82,95,159 93,060
13,68,619
2,19,826
8,28,974
Employee Stock
Compensation Expense
75,63,100 - -
-
-
Provision for Gratuity,
Compensated Absences and
Superannuation Expense(2)
11,68,93,471 38,39,333
31,73,693
17,53,023
46,96,506
176
Staff Welfare Expenses
2,37,89,359 26,21,172
26,26,043
13,33,781
14,78,731
2,03,62,24,930 12,03,16,575
20,47,62,901
24,39,76,655
25,09,46,919
(1) Salaries exclude cost of
employees apportioned to
the Erstwhile Holding
Company on specific job
basis. - 20,23,843 -
-
-
(2) Employee Benefits – Provident Fund, ESIC, Gratuity and Compensated Absences disclosures as per
Accounting Standard (AS) 15 (Revised) – Employee Benefits as notified by the Companies (Accounting
Standards) Rules, 2006, as amended:
Contributions are made to Government Provident Fund and Family Pension Fund, ESIC and other statutory
funds which cover all eligible employees under applicable Acts. Both the employees and the Company make
predetermined contributions to the Provident Fund and ESIC. The contributions are normally based on a certain
proportion of the employee?s salary. The Company has recognised an amount of Rs. 82,95,159 (2011-12 Rs.
93,060, 2010-11 Rs. 13,68,619, 2009-10 Rs. 2,19,826, 2008-09 Rs. 8,28,974) in the Statement of Profit and
Loss towards Employers contribution for the above mentioned funds.
Provision for unfunded Gratuity and Compensated Absences for all 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. Pursuant to the issuance of the Accounting Standard (AS) 15
(Revised) on „Employee Benefits?, as notified by the Companies (Accounting Standards) Rules, 2006, as
amended, commitments are actuarially determined using the „Projected Unit Credit? Method. Gains and losses
on changes in actuarial assumptions are accounted for in the Statement of Profit and Loss.
Disclosure in respect of Gratuity ,Compensated Absences and Superannuation: Amount Rs.
Gratuity (Unfunded)
Particulars 2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Reconciliation of liability
recognised in the
Balance Sheet
Present Value of
commitments (as per
Actuarial valuation)
7,77,01,009
57,09,653
1,10,89,768
85,43,162
74,46,053
Fair value of plan assets
-
-
-
-
-
Net liability in the Balance
Sheet (as per Actuarial
valuation)
7,77,01,009
57,09,653
1,10,89,768
85,43,162
74,46,053
Movement in net liability
recognised in the
Balance Sheet
Net liability as at the
beginning of the year
57,09,653
1,10,89,768
85,43,162
74,46,053
43,55,239
Net liability as at the
beginning of the year as
Transferred from IBFSL
6,35,89,426
Amount paid during the
year
(35,79,748)
(4,74,762)
(38,520)
-
-
Net expenses recognised in
the Statement of Profit and
Loss
1,41,74,479
26,93,461
25,85,126
10,97,109
30,90,814
Acquisition Adjustment (on
account of transfer of
employees)
(21,92,801)
177
Transferred to Holding
Company (on account of
transfer of employees)
-
(75,98,814)
-
-
-
Net liability as at the end of
the year
7,77,01,009 57,09,653 1,10,89,768 85,43,162 74,46,053
Expenses recognised in
the Statement of Profit
and Loss
Current service cost
1,89,12,786
94,29,800
36,48,437
31,92,555
32,53,890
Interest Cost
58,64,436
6,18,440
7,40,921
5,56,102
3,28,465
Past Service Cost
-
-
-
2,12,976
-
Expected return on plan
assets
-
-
-
-
-
Actuarial (Gains)
(1,06,02,743)
(73,54,779)
(18,04,232)
(28,64,524)
(4,91,541)
Expenses charged to the
Statement of Profit and
Loss
1,41,74,479
26,93,461
25,85,126
10,97,109
30,90,814
Return on Plan assets
Expected return on Plan
assets
N.A. N.A. N.A. N.A. N.A.
Actuarial (Gains)/Losses N.A. N.A. N.A. N.A. N.A.
Actual return on plan
assets
N.A. N.A. N.A. N.A. N.A.
Reconciliation of
defined-benefit
commitments
Commitments as at the
beginning of the year
6,92,99,079
1,10,89,768
85,43,162
74,46,053
43,55,239
Current service cost
1,89,12,786
94,29,800
36,48,437
31,92,555
32,53,890
Interest cost
58,64,436
6,18,440
7,40,921
5,56,102
3,28,465
Past Service Cost
-
-
-
2,12,976
-
Paid benefits
(35,79,748)
(80,73,576)
(38,520)
-
-
Acquisition Adjustment (on
account of transfer of
employees)
(21,92,801)
Actuarial (Gains)
(1,06,02,743)
(73,54,779)
(18,04,232)
(28,64,524)
(4,91,541)
Commitments as at the
end of the year
7,77,01,009
57,09,653
1,10,89,768
85,43,162
74,46,053
Reconciliation of Plan
assets
Plan assets as at the
beginning of the year
N.A. N.A. N.A. N.A. N.A.
Expected return on plan
assets
N.A. N.A. N.A. N.A. N.A.
Contributions during the
year
N.A. N.A. N.A. N.A. N.A.
178
Paid benefits N.A. N.A. N.A. N.A. N.A.
Actuarial (Gains)/Losses N.A. N.A. N.A. N.A. N.A.
Plan assets as at the end of
the year
N.A. N.A. N.A. N.A. N.A.
N.A. - not applicable
Amount Rs.
Particulars Compensated Absences (Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Reconciliation of liability
recognised in the Balance
Sheet
Present Value of
commitments (as per
Actuarial valuation)
3,44,09,481
22,50,153
44,50,735
38,62,168
32,06,254
Fair value of plan assets
-
-
-
-
-
Net liability in the Balance
Sheet (as per Actuarial
valuation)
3,44,09,481
22,50,153
44,50,735
38,62,168
32,06,254
Movement in net liability
recognised in the Balance
Sheet
Net liability as at the
beginning of the year
22,50,153
44,50,735
38,62,168
32,06,254
16,00,562
Net liability as at the
beginning of the year as
Transferred from IBFSL
2,90,18,583
Amount paid during the year
-
-
-
-
-
Net expenses recognised in
the Statement of Profit and
Loss
47,46,489
11,45,872
5,88,567
6,55,914
16,05,692
Acquisition Adjustment (on
account of transfer of
employees)
(16,05,744)
Transferred to Holding
Company (on account of
transfer of employees)
-
(33,46,454)
-
-
-
Net liability as at the end of
the year
3,44,09,481
22,50,153
44,50,735
38,62,168
32,06,254
Expenses recognised in the
Statement of Profit and Loss
Current service cost
1,07,51,464
39,60,048
17,60,365
15,89,427
14,02,284
Interest Cost
27,58,769
2,37,521
3,27,534
2,50,325
1,25,988
Past Service Cost
-
-
- - -
Expected return on plan
assets
-
-
- - -
Actuarial (Gains)/Losses
(87,63,744)
(30,51,697)
(14,99,332)
(11,83,838)
77,420
Expenses charged to the
Statement of Profit and Loss
47,46,489
11,45,872
5,88,567
6,55,914
16,05,692
Return on Plan assets
Expected return on Plan
assets
N.A. N.A. N.A. N.A. N.A.
179
Actuarial (Gains)/Losses N.A. N.A. N.A. N.A. N.A.
Actual return on plan assets N.A. N.A. N.A. N.A. N.A.
Reconciliation of defined-
benefit commitments
Commitments as at the
beginning of the year
3,12,68,736
44,50,735
38,62,168
32,06,254
16,00,562
Current service cost
1,07,51,464
39,60,048
17,60,365
15,89,427
14,02,284
Interest cost
27,58,769
2,37,521
3,27,534
2,50,325
1,25,988
Past Service Cost
-
-
-
-
-
Paid benefits
-
(33,46,454)
-
-
-
Acquisition Adjustment (on
account of transfer of
employees)
(16,05,744)
Actuarial (Gains)/Losses
(87,63,744)
(30,51,697)
(14,99,332)
(11,83,838)
77,420
Commitments as at the end
of the year
3,44,09,481
22,50,153
44,50,735
38,62,168
32,06,254
Reconciliation of Plan assets
Plan assets as at the
beginning of the year
N.A. N.A. N.A. N.A. N.A.
Expected return on plan
assets
N.A. N.A. N.A. N.A. N.A.
Contributions during the year N.A. N.A. N.A. N.A. N.A.
Paid benefits N.A. N.A. N.A. N.A. N.A.
Actuarial (Gains)/Losses N.A. N.A. N.A. N.A. N.A.
Plan assets as at the end of
the year
N.A. N.A. N.A. N.A. N.A.
N.A - not applicable
Amount Rs.
Particulars
Superannuation (Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Reconciliation of liability recognised
in the Balance Sheet
Present Value of commitments (as
per Actuarial valuation)
29,22,25,359
N.A.* N.A.* N.A.* N.A.*
Fair value of plan assets
-
N.A.* N.A.* N.A.* N.A.*
Net liability in the Balance Sheet (as
per Actuarial valuation)
29,22,25,359
N.A.* N.A.* N.A.* N.A.*
Movement in net liability recognised
in the Balance Sheet
Net liability as at the beginning of
the year
-
N.A.* N.A.* N.A.* N.A.*
180
Net liability as at the beginning of
the year as Transferred from IBFSL
19,42,52,856
N.A.* N.A.* N.A.* N.A.*
Amount paid during the year
-
N.A.* N.A.* N.A.* N.A.*
Net expenses recognised in the
Statement of Profit and Loss
9,79,72,503
N.A.* N.A.* N.A.* N.A.*
Acquisition Adjustment (on account
of transfer of employees)
-
N.A.* N.A.* N.A.* N.A.*
Transferred to Holding Company (on
account of transfer of employees)
-
N.A.* N.A.* N.A.* N.A.*
Net liability as at the end of the year
29,22,25,359
N.A.* N.A.* N.A.* N.A.*
Expenses recognised in the
Statement of Profit and Loss
Current service cost
2,64,99,538
N.A.* N.A.* N.A.* N.A.*
Interest Cost
1,93,55,217
N.A.* N.A.* N.A.* N.A.*
Past Service Cost
-
N.A.* N.A.* N.A.* N.A.*
Expected return on plan assets
-
N.A.* N.A.* N.A.* N.A.*
Actuarial (Gains)/Losses
5,21,17,748
N.A.* N.A.* N.A.* N.A.*
Expenses charged to the Statement
of Profit and Loss
9,79,72,503
N.A.* N.A.* N.A.* N.A.*
Return on Plan assets
Expected return on Plan assets N.A. N.A.* N.A.* N.A.* N.A.*
Actuarial (Gains)/Losses N.A. N.A.* N.A.* N.A.* N.A.*
Actual return on plan assets N.A. N.A.* N.A.* N.A.* N.A.*
N.A. N.A.* N.A.* N.A.* N.A.*
Reconciliation of defined-benefit
commitments
Commitments as at the beginning of
the year
19,42,52,856
N.A.* N.A.* N.A.* N.A.*
Current service cost
2,64,99,538
N.A.* N.A.* N.A.* N.A.*
Interest cost
1,93,55,217
N.A.* N.A.* N.A.* N.A.*
Past Service Cost
-
N.A.* N.A.* N.A.* N.A.*
Paid benefits
-
N.A.* N.A.* N.A.* N.A.*
Acquisition Adjustment
-
N.A.* N.A.* N.A.* N.A.*
Actuarial (Gains)/Losses
5,21,17,748
N.A.* N.A.* N.A.* N.A.*
Commitments as at the end of the
year
29,22,25,359
N.A.* N.A.* N.A.* N.A.*
Reconciliation of Plan assets
Plan assets as at the beginning of the
year
N.A. N.A.* N.A.* N.A.* N.A.*
Expected return on plan assets N.A. N.A.* N.A.* N.A.* N.A.*
Contributions during the year N.A. N.A.* N.A.* N.A.* N.A.*
Paid benefits N.A. N.A.* N.A.* N.A.* N.A.*
181
Actuarial (Gains)/Losses N.A. N.A.* N.A.* N.A.* N.A.*
Plan assets as at the end of the year N.A. N.A.* N.A.* N.A.* N.A.*
N.A - not applicable
*N.A - not available
Experience Adjustments:
Amount Rs.
Particulars
Gratuity
(Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Experience adjustment
On plan liabilities
1,06,02,743
73,56,120
10,01,814
20,75,010
12,10,236
On plan assets
-
-
-
-
-
Present value of benefit
obligation
7,77,01,009
57,09,653
1,10,89,768
(85,43,162)
(74,46,053)
Fair value of plan assets
-
-
-
-
-
Excess of (obligation over
plan assets) / plan assets
over obligation
7,77,01,009
57,09,653
1,10,89,768
(85,43,162)
(74,46,053)
Amount Rs.
Particulars
Compensated Absences
(Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Experience adjustment
On plan liabilities
87,63,744
30,52,548
11,85,954
9,50,615
2,39,549
On plan assets
-
-
-
-
-
Present value of benefit
obligation
3,44,09,481
22,50,153
44,50,735
38,62,168
32,06,254
Fair value of plan assets
-
-
-
-
-
Excess of (obligation over
plan assets) / plan assets
over obligation
3,44,09,481
22,50,153
44,50,735
38,62,168
32,06,254
Amount Rs.
Particulars
Superannuation
(Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Experience adjustment
On plan liabilities
(5,20,33,314) N.A.* N.A.* N.A.* N.A.*
On plan assets
- N.A.* N.A.* N.A.* N.A.*
182
Present value of benefit
obligation
29,22,25,359 N.A.* N.A.* N.A.* N.A.*
Fair value of plan assets
- N.A.* N.A.* N.A.* N.A.*
Excess of (obligation over
plan assets) / plan assets
over obligation
29,22,25,359 N.A.* N.A.* N.A.* N.A.*
*N.A. means not available
The actuarial calculations used to estimate commitments and expenses in respect of unfunded Gratuity,
Compensated absences and Superannuation (Pension & Medical coverage) are based on the following
assumptions which if changed, would affect the commitment?s size, funding requirements and expenses:
Particulars
Gratuity (Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Discount Rate 8.00% 8.50% 8.00% 7.50% 7.00%
Expected Return on plan
assets N.A. N.A. N.A. N.A. N.A.
Expected rate of salary
increase 5.00% 5.50% 5.00% 5.00% 5.00%
Mortality
IALM (1994-
96)
LIC (1994-
96) duly
modified
LIC (1994-
96) duly
modified
LIC (1994-
96) duly
modified
LIC (1994-
96) duly
modified
Retirement Age (Years) 60 60 60 60 60
Particulars
Compensated Absences (Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Discount Rate 8.00% 8.50% 8.00% 7.50% 7.00%
Expected Return on plan
assets N.A. N.A. N.A. N.A. N.A.
Expected rate of salary
increase 5.00% 5.50% 5.00% 5.00% 5.00%
Mortality
IALM (1994-
96)
LIC (1994-
96) duly
modified
LIC (1994-
96) duly
modified
LIC (1994-
96) duly
modified
LIC (1994-
96) duly
modified
Retirement Age (Years)
60 60 60 60 60
Particulars
Superannuation (Unfunded)
2012-2013 2011-2012 2010-2011 2009-2010 2008-2009
Discount Rate 8.00% N.A.* N.A.* N.A.* N.A.*
Expected Return on plan
assets N.A. N.A.* N.A.* N.A.* N.A.*
Expected rate of salary
increase 5.00% N.A.* N.A.* N.A.* N.A.*
Mortality
IALM (1994-
96) N.A.* N.A.* N.A.* N.A.*
Retirement Age (Years)
60 N.A.* N.A.* N.A.* N.A.*
Particulars
2013-2014 2012-2013 2011-2012 2010-2011 2009-2010
183
Rs. Rs. Rs. Rs. Rs.
The employer?s best
estimate of contributions
expected to be paid during
the annual period beginning
after the Balance Sheet
date, towards :-
Gratuity
2,84,52,477
19,45,187
56,56,948
51,23,962 N.A*
Compensated Absences
95,57,623
6,70,277
20,03,089
21,12,254 N.A*
Superannuation
5,53,46,782
-
-
-
-
*N.A means not available
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
Ended March
31 , 2011
For the Year
Ended March
31 , 2010
For the Year
Ended March
31 , 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
(27) Finance costs
Interest on Loans (1)
17,56,84,09,887
3,15,15,14,132
1,05,97,67,099
64,82,22,723
56,14,72,440
Interest on Non-
Convertible Debentures
5,48,17,77,232
18,26,25,702
20,13,53,496
9,96,301
-
Interest on Commercial
Papers
2,35,11,17,362
39,22,71,981
3,31,87,575
91,425
-
Interest on Overdraft
Facility
- - -
8,29,748
12,46,83,875
Interest on Inter
Corporate Deposits
- - -
10,92,53,365
2,75,75,826
Interest on Subordinate
Debt
54,60,06,544
17,97,945 -
-
-
Interest on Taxes
3,79,659
85,08,987
2,06,66,852
1,78,349
16,17,676
Bank Charges towards
Borrowings
1,57,77,950
68,96,980
59,17,929
60,55,888
13,07,572
Processing fees
7,23,56,284
6,22,09,369
3,16,88,237
4,18,33,350
1,05,00,000
Arranger fees
-
11,03,000 -
-
-
26,03,58,24,918
3,80,69,28,096
1,35,25,81,188
80,74,61,149
72,71,57,389
(1) The Company has recognised Premium on Options Contracts amounting to Rs. 2,00,85,000 (2008-09 to
2011-12 Rs. Nil) included in Interest on Loans and unrealised marked to market loss towards derivatives
(Interest Rate Swaps) amounting to Rs. 4,39,933 (2008-09 to 2011-12 Rs. Nil) which has been included under
Bank / Finance Charges . Derivative instruments that are outstanding is as given below:-
I. Forward Options contracts entered for hedging purposes as at March 31, 2013 for USD 3,72,77,984 (2008-
09 to 2011-12 USD Nil (Buy)) against cross currency of Rs. 2,00,00,00,000 (2008-09 to 2011-12 Rs. Nil).
II. Interest Rate Swaps for Notional Principal of Rs. 4,00,00,00,000 (2008-09 to 2011-12 Rs. Nil) for a total of
8 contracts (2008-09 to 2011-12 Nil) against fluctuations in interest rate changes.
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
Ended March
31 , 2011
For the Year
Ended March
31 , 2010
For the Year
Ended March
31 , 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
184
(28)Other expenses
Collection Charges
69,79,947
8,61,889
2,91,450
1,32,096
1,74,603
Client Verification Charges
11,07,02,196
7,48,12,322
6,77,27,248
1,28,64,099
64,87,263
Demat Charges
14,75,842
2,08,380
16,000
-
-
Stamp Papers/Stamp
Duty charges
3,24,78,298
96,32,706
45,42,366
9,46,782
75,10,926
CERSAI Charges
93,26,200
59,99,750
-
-
-
Rates & Taxes
68,15,274
6,06,636
16,82,219
2,16,741
13,74,061
Communication Expenses
6,00,73,614
1,10,32,348
76,81,269
60,72,808
1,03,63,992
Legal and Professional
Charges
45,81,61,143
2,13,92,175
64,61,218
73,63,161
57,15,093
Rent and Other Charges
(1)
38,64,86,514
2,87,86,194
1,92,24,496
1,39,85,112
2,17,75,846
Electricity Expenses
4,61,50,463
46,37,673
25,02,657
17,83,958
31,49,891
Repairs and Maintenance-
Others
10,89,40,281
92,13,234
1,28,39,845
1,25,49,472
1,27,87,710
Recruitment and Training
54,53,758
38,529
14,012
6,88,278
-
Printing and Stationery
2,88,44,859
67,64,166
43,72,595
10,41,358
2,88,520
Traveling and Conveyance
Expenses
11,50,31,850
1,03,02,873
1,05,64,009
98,39,155
1,01,91,750
Business Promotion
12,12,91,754
21,520
-
-
-
Payment to Auditors
comprises (net of service
tax input credit)
As Auditors
1,11,48,900
60,69,680
22,00,000
22,00,000
12,00,000
For Certification
21,23,600
7,43,260
3,00,000
3,00,000
1,00,000
Other Services
54,15,180
-
-
-
-
Reimbursement of
Expenses
20,70,510
7,43,260
3,00,000
3,00,000
2,00,000
Provision for
Contingencies (Net)(2) &
(Refer Note 37)
22,36,68,551
7,06,88,886
6,32,35,736
-
-
Provision for Loan
assets(2) & (Refer Note
37)
32,35,12,490
3,83,33,310
2,26,09,943
-
2,07,78,809
Assignment Expense
-
10,95,86,410
19,56,54,277
21,29,78,577
41,92,55,723
Advertisement
9,28,98,974
1,73,204
2,69,54,790
98,92,132
15,46,433
Bad Debts
66,81,54,038
8,53,62,258
5,87,39,299
16,11,70,743
1,48,24,469
Loss on sale of fixed
assets
41,58,906
9,92,001
10,945
12,38,246
2,41,162
Trusteeship Fees
17,56,621
2,18,000
3,86,440
-
-
Donation Expenses
30,05,000
-
-
-
-
Investment written off
(Net) (Refer Note 15(7))
73,94,643
-
-
-
-
185
Miscellaneous Expenses
1,31,57,462
18,36,195
5,22,382
1,85,196
2,41,527
2,85,66,76,868
49,90,56,859
50,88,33,196
45,57,47,914
53,82,07,778
(1) The Company has taken office premises on Lease and Leave & License basis at various locations in India.
Lease rent / License fees aggregating to Rs. 34,99,80,322 (F.Y. 2011-12 Rs. 2,45,49,339, 2010-11 Rs.
1,58,39,045, 2009-10 Rs.93,73,657, 2008-09 Rs.1,55,90,656) in respect of the same have been charged to
the Statement of Profit and Loss. The agreements are executed for periods ranging from 11 months to 9 years
with a renewable clause. In many cases, the agreements also provide for termination at will by either party by
giving a prior notice period between 30 to 90 days. The minimum lease rentals outstanding as at March 31,
2013, are as under:
Minimum Lease Rentals
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
ended March
31, 2011
For the Year
ended March
31, 2010
For the Year
ended March
31, 2009
Particulars Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
Within one year
35,43,72,631 1,62,79,783 2,31,85,806
92,81,960 20,32,548
One to Five years
70,86,94,390
2,88,11,849
4,61,62,256
1,57,29,032 7,20,800
Above Five Years
16,49,89,300
1,67,36,051
2,46,14,579
9,63,522 -
1,22,80,56,321
6,18,27,683
9,39,62,641
2,59,74,514
27,53,348
(2) During the year, in addition to the charge of Rs. 54,71,81,041 (2011-12 Rs. 10,90,22,196, 2010-11 Rs.
8,58,45,679, 2009-10 Rs. Nil, 2008-09 Rs. 2,07,78,809) towards provision for loan assets and standard
assets to the Statement of Profit and Loss, an amount of Rs. 1,32,02,00,000 (net of Deferred Tax of Rs.
67,98,00,000 ) [(2011-12 Rs. 19,04,47,091, 2008-09 to 2010-11 Rs. Nil) (net of deferred tax of Rs. Nil)],
being one time charge of provision for standard assets and other contingencies due to merger between the
Company and the erstwhile Holding company(Refer note 39) and changes in the provisioning requirements by
the National Housing Bank vide Circulars no. NHB.HFC.DIR.4/CMD/2012 dated January 19, 2012 has been
transferred from Additional Reserve created as per Section 29C of the National Housing Bank Act, 1987
pursuant to Circular No. NHB(ND)/DRS/Pol- 03/2004-05 dated August 26, 2004 as under;
Particulars
For the Year
ended
For the Year
ended
For the Year
ended
For the Year
ended
For the Year
ended
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
Contingent Provisions
against Standard Assets
22,36,68,551
7,06,88,886
6,32,35,736
-
-
Provision for Loan Assets
32,35,12,490
3,83,33,310
2,26,09,943
-
2,07,78,809
Total
54,71,81,041
10,90,22,196
8,58,45,679
-
2,07,78,809
(29) Explanatory Notes
As at As at As at As at As at
(i) Secured Redeemable
Non Convertible
Debentures include:*
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
Particulars
Amount Rs. Amount Rs. Amount Rs. Amount Rs. Amount Rs.
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
5,00,00,000 - -
-
-
186
each Redeemable on March
25, 2023**
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on March
19, 2023**
1,00,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 26, 2023**
25,00,00,000 - -
-
-
10.20 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
January 16, 2023**
35,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
December 31, 2022**
50,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
December 18, 2022
15,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
November 19, 2022
15,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
November 6, 2022
15,00,00,000 - -
-
-
10.70 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on July 6,
2022
20,00,00,000 - -
-
-
10.70 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on June
28, 2022
8,00,00,00,000 - -
-
-
10.75 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on April
3, 2022
1,25,00,00,000 - -
-
-
10.15 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 27, 2022
5,00,00,00,000 - -
-
-
10.70 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
November 22, 2021
1,00,00,00,000 1,00,00,00,000 -
-
-
10.65 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
September 7, 2021
5,00,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
15,00,00,000 - -
-
-
187
each Redeemable on March
25, 2018**
10.10 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on March
19, 2018**
1,00,00,00,000 - -
-
-
10.25 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
January 16, 2018**
40,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
December 28, 2017**
1,50,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
December 17, 2017
40,10,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on April
30, 2017
5,00,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on March
26, 2016**
1,00,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on March
4, 2016**
1,00,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
September 25, 2015
50,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
August 27, 2015
5,50,00,00,000 - -
-
-
10.65 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on July
16, 2015
20,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on July 9,
2015**
70,00,00,000 - -
-
-
4.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
8, 2015
2,00,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on April
24, 2015(2)**
7,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
27,00,00,000 - -
-
-
188
each Redeemable on March
2, 2015(2)
10.60 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 13, 2015
80,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
January 9, 2015**
65,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
December 18, 2014(2)
33,00,00,000 - -
-
-
9.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
December 1, 2014
1,00,00,00,000 1,00,00,00,000 -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
November 25, 2014(2)
60,00,00,000 - -
-
-
9.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
November 21, 2014
2,50,00,00,000 2,50,00,00,000 -
-
-
4.65 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
November 18, 2014
3,00,00,00,000 - -
-
-
10.85 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
October 31, 2014
50,00,00,000 - -
-
-
10.60 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
October 10, 2014
2,00,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
September 26, 2014
10,00,00,000 - -
-
-
10.75 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
September 22, 2014
45,00,00,000 - -
-
-
10.80 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
August 22, 2014
15,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on July 9,
2014**
65,00,00,000 - -
-
-
10.70 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
35,00,00,000 - -
-
-
189
each Redeemable on July 8,
2014
11.20 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on June
28, 2014
1,25,00,00,000 - -
-
-
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
26, 2014
50,00,00,000 - -
-
-
11.20 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on April
15, 2014
50,00,00,000 - -
-
-
10.10 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on March
28, 2014(1)**
50,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on March
14, 2014(1)&(2)
2,00,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 20,
2014(1)&(2)**
2,00,00,00,000 - -
-
-
10.40 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 14, 2014(1)
2,50,00,00,000 - -
-
-
10.60 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 13, 2014(1)
60,00,00,000 - -
-
-
10.80 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 10, 2014(1)
25,00,00,000 - -
-
-
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
February 7, 2014(1)
50,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
December 9, 2013(1)&(2)
50,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
October 16, 2013(1)&(2)
35,00,00,000 35,00,00,000 -
-
-
10.25 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
October 7, 2013(1)
25,00,00,000 - -
-
-
190
10.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
September 26, 2013#
15,00,00,000 - -
10.50 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
September 9, 2013(1)
1,50,00,00,000 - -
-
-
10.80 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
September 6, 2013(1)
15,00,00,000 - -
-
-
10.25 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
August 12, 2013(1)
50,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
August 10, 2013(1)&(2)
2,50,00,00,000 - -
-
-
10.80 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on
August 8, 2013(1)
75,00,00,000 - -
-
-
10.70 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on July
19, 2013(1)
30,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on July 5,
2013(1)&(2)
10,60,00,00,000 - -
-
-
10.15 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on June
19, 2013(1)
50,00,00,000 - -
-
-
9.78 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on June
17, 2013#
50,00,00,000
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on June
12, 2013(1)&(2)
34,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
13, 2013(1)&(2)
22,00,00,000 - -
-
-
0.00 % Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on April
16, 2013(1)&(2)
8,00,00,000 - -
-
-
8.40% Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
28, 2012 (pre-matured on
November 03, 2011) - -
30,00,00,000
-
-
191
8.40%Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
28, 2012 - - -
30,00,00,000
-
7.60% Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
07,2012 (pre-matured on
November 03, 2011) - -
7,50,00,000
-
-
7.25%Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
4, 2011 - -
1,20,00,00,000
1,20,00,00,000
-
7.25%Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on May
4, 2011 - -
40,00,00,000
40,00,00,000
-
7.35%Redeemable Non
convertible Debentures of
Face value Rs. 10,00,000
each Redeemable on April
22, 2011 - -
75,00,00,000
75,00,00,000
-
85,61,10,00,000 4,85,00,00,000
2,72,50,00,000
2,65,00,00,000
-
(1) Current Maturity of Long Term Non Convertible Debentures as at March 31, 2013
(2) Redeemable at premium
*Redeemable Non-Convertible Debentures are secured against Immovable Property / Current Assets and pool
of Current and Future Loan Receivables of the Company.
** As at March 31, 2013, the Company was in the process of creating the charge / security on assets.
# Short Term Non Convertible
Debentures
As at As at As at As at As at
March 31, 2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
(ii) Term Loan / Working
Capital Demand Loan from
banks includes*: Amount (Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
These loans are repayable in
yearly installments with a
moratorium period of 2 years
from the date of
disbursement. The balance
tenure for these loans is 50
months (average) from the
Balance Sheet date. 57,18,33,33,332 - -
-
-
These loans are repayable in
yearly installments with a
moratorium period of 2 years
from the date of
disbursement. The balance
tenure for these loans is 51
months (average) from the
Balance Sheet date. -
25,00,00,00,000 -
-
-
These loans are repayable in
yearly installments with a
moratorium period of 2 years
from the date of
disbursement. The balance
tenure for these loans is 55
months (average) from the
Balance Sheet date. - -
13,50,00,00,000
-
-
192
These loans are repayable in
bullet at the end of the tenure
from the date of
disbursement. The balance
tenure for these loans is 7
months (average) from the
Balance Sheet date. 53,75,00,00,000 - -
-
-
These loans are repayable in
bullet at the end of the tenure
from the date of
disbursement. The balance
tenure for these loans is 5
months (average) from the
Balance Sheet date. -
11,00,00,00,000 -
-
-
These loans are repayable in
bullet at the end of the tenure
from the date of
disbursement. The balance
tenure for these loans is 28
months (average) from the
Balance Sheet date. - -
5,00,00,00,000
-
-
This loan is repayable in
quarterly installments after a
moratorium period of 1 year
from the date of first
disbursement. The balance
tenure for this loan is 51
months from the Balance
Sheet date. 5,97,22,22,220 - -
-
-
This loan is repayable in 36
quarterly installments after a
moratorium period of 1 year
from the date of first
disbursement. The balance
tenure for these loans is 104
months from the Balance
Sheet date. -
1,94,44,44,444 -
-
-
This loan is repayable in 36
quarterly installments after a
moratorium period of 1 year
from the date of first
disbursement. The balance
tenure for these loans is 116
months from the Balance
Sheet date. - -
2,00,00,00,000
-
-
These loans are repayable in
quarterly installments after a
moratorium period of 24
months from the date of first
disbursement The balance
tenure for these loans is 76
months from the Balance
Sheet date. 12,91,66,00,000 - -
-
-
This loan is repayable in 12
quarterly installments after a
moratorium period of 24
months from the date of first
disbursement The balance
tenure for these loans is 49
months from the Balance
Sheet date. -
2,00,00,00,000 -
-
-
This loan is repayable in 12
quarterly installments after a
moratorium period of 24
months from the date of first
disbursement The balance
tenure for these loans is 61
months from the Balance
Sheet date. - -
2,00,00,00,000
-
-
193
This loan is repayable in 4
half yearly installments after
moratorium period of 3 years
from the date of first
disbursement. The balance
tenure for this loans is 43
months from the Balance
Sheet date. 2,00,00,00,000 - -
-
-
This loan is repayable in 4
half yearly installments after
moratorium period of 3 years
from the date of first
disbursement. The balance
tenure for these loans is 55
months from the Balance
Sheet date. -
2,00,00,00,000 -
-
-
These loans are repayable in
18 quarterly installments with
a moratorium period of 6
months from the date of first
disbursement. The balance
tenure for these loans is 126
months from the Balance
Sheet date. 23,40,14,93,103 - -
-
-
This loan is repayable in 18
quarterly installments with a
moratorium period of 6
months from the date of first
disbursement. The balance
tenure for these loans is 52
months from the Balance
Sheet date. -
2,36,30,00,000 -
-
-
These loans are repayable in
yearly installment after the
moratorium period of 1 years
from the date of
disbursement. The balance
tenure for these loans is 35
months from the Balance
Sheet date. 15,15,00,00,000 - -
-
-
These loans are repayable in
yearly installment from the
date of disbursement. The
balance tenure for these loans
is 28 months from the
Balance Sheet date. 7,27,75,23,476 - -
-
-
This loan is repayable in
monthly installment from the
date of disbursement.. The
balance tenure for this loan is
31 months from the Balance
Sheet date. (1) 1,63,50,00,000 - -
-
-
These loans are repayable in
quarterly installment from the
date of disbursement. The
balance tenure for these loans
is 25 months from the
Balance Sheet date. 1,73,12,50,000 - -
-
-
This loan is repayable in
quarterly installment after the
moratorium of 1 years from
the date of disbursement..
The balance tenure for this
loans is 13 months from the
Balance Sheet date. 70,00,00,000 - -
-
-
These loans are repayable in
half yearly installment after
the moratorium of 1 years
from the date of
disbursement.. The balance
tenure for this loans is 7 20,00,00,000 - -
-
-
194
months from the Balance
Sheet date.
Quarterly Installment with
moratorium of 18 months
from the date of
disbursement. The balance
tenure for this loans is 58
months from the Balance
Sheet date. (2) 7,50,00,00,000 - -
-
-
These Loans are repayable in
quarterly installments with a
moratorium period of I year
from the date of
disbursement. The balance
tenure for these loans is 36
months (average) from the
Balance Sheet date. - - -
18,75,00,000
43,75,00,000
These Loans are repayable in
monthly installments with a
moratorium period of 1 year
from the date of
disbursement. The balance
tenure for these loans is 35
months (average) from the
Balance Sheet date. - - -
34,78,25,530
86,95,65,099
These Loans are repayable in
quarterly installments. The
balance tenure for these loans
is 36 months (average) from
the Balance Sheet date. - - -
83,33,00,000
1,50,00,00,000
These Loans are repayable in
yearly installments after a
moratorium period of 2 year
from the date of
disbursement. The balance
tenure for these loans is 60
months (average) from the
Balance Sheet date. - - -
2,00,00,00,000
-
These Loans are repayable in
quarterly installments. The
balance tenure for these loans
is 34 months (average) from
the Balance Sheet date. - - -
2,58,78,00,000
-
These Loans are repayable in
bullet payments The balance
tenure for these loans is 36
months (average) from the
Balance Sheet date. - - -
-
50,00,00,000
These Loans are repayable in
quarterly installments. The
balance tenure for these loans
is 36 months (average) from
the Balance Sheet date. - - -
-
92,50,00,000
1,89,41,74,22,131
44,30,74,44,444
22,50,00,00,000
5,95,64,25,530
4,23,20,65,099
*Secured by hypothecation of Loan Receivables(Current and Future) / Current Assets / Cash and Cash
Equivalents of the Company.
(1) Loan taken other than from banks for Rs. 1,63,50,00,000
(2) Includes Loan taken other than from banks for Rs. 2,99,99,99,999
(iii) Loans and Advances to Related Parties:
195
During the year, the Company raised Rs. Nil (Previous Year Rs. 3,00,00,00,000) through an issue of Perpetual
Subordinated Debt instruments by way of Unsecured Non- Convertible Redeemable Debentures of Face Value
of Rs. 1,00,000 each. These Debentures were issued to Indiabulls Financial Services Limited, the Erstwhile
Holding Company and had a tenure of minimum 15 years subject to call option with the lender to be exercised
only after 10 years with the prior approval of the NHB. This instrument qualifies as Upper Tier II Capital under
the NHB Directions, 2010, for assessing capital adequacy. The claims of the investors in Upper Tier II
instruments shall be a) Superior to the claims of investors in instruments eligible for inclusion in Tier I Capital;
and b) subordinate to the claims of all other creditors. The same has been cancelled pursuant to the Scheme of
Arrangement (Refer Note 39).
(Iv) Subordinated Debt
As at As at As at As at As at
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
10.65% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on November 15,
2027
32,60,00,000 -
-
-
-
10.65% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on June 30, 2027
49,65,00,000 -
-
-
-
10.25% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on June 28, 2027
1,00,00,00,000 -
-
-
-
10.65% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on June 05, 2027
1,10,03,00,000 -
-
-
-
10.10% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on March 28, 2023
25,00,00,000 -
-
-
-
10.10% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on March 06, 2023
20,00,00,000 -
-
-
-
10.10% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on February 18, 2023
25,00,00,000 -
-
-
-
10.65% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on January 30, 2023
10,00,00,000 -
-
-
-
10.10% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on January 14, 2023
25,00,00,000 -
-
-
-
10.20% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on December 04,
2022
20,00,00,000 -
-
-
-
10.65% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on November 15,
2022
1,10,00,000 -
-
-
-
10.30% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on October 31, 2022
25,00,00,000 -
-
-
-
10.30% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on October 22, 2022
40,00,00,000 -
-
-
-
10.30% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on October 09, 2022
35,00,00,000 -
-
-
-
10.65% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on June 05, 2022
15,00,00,000 -
-
-
-
11.00% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on March 30, 2022
15,00,00,000 -
-
-
-
11.85% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on February 22, 2022
20,00,00,000 -
-
-
-
196
11.85% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on January 31, 2022
36,20,00,000 -
-
-
-
10.50% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on March 26, 2018
1,25,00,00,000
1,25,00,00,000
-
-
-
11.60% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on June 22, 2017
10,00,000 -
-
-
-
11.60% Subordinated Debt of
Face value of Rs. 1,00,000 each
Redeemable on May 31, 2017
15,00,00,000 -
-
-
-
7,44,68,00,000
1,25,00,00,000
-
-
-
As at As at As at As at As at
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
(v) Commercial Papers
10.20% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable July 17, 2013
30,00,00,000 -
-
-
-
9.60% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable June 20, 2013
75,00,00,000 -
-
-
-
10.20% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable June 20, 2013
3,00,00,00,000 -
-
-
-
10.00% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable June 20, 2013
2,00,00,00,000 -
-
-
-
9.85% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable June 18, 2013
50,00,00,000 -
-
-
-
9.95% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable June 17, 2013
50,00,00,000 -
-
-
-
9.85% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable June 14, 2013
50,00,00,000 -
-
-
-
10.35% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable June 6, 2013
3,75,00,00,000 -
-
-
-
10.15% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 31, 2013
25,00,00,000 -
-
-
-
10.20% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 31, 2013
1,25,00,00,000 -
-
-
-
11.00% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 30, 2013
1,00,00,00,000 -
-
-
-
10.20% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 24, 2013
2,00,00,00,000 -
-
-
-
9.95% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 21, 2013
50,00,00,000 -
-
-
-
9.82% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 17, 2013
50,00,00,000 -
-
-
-
9.12% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 15, 2013
75,00,00,000 -
-
-
-
197
9.50% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable May 14, 2013
50,00,00,000 -
-
-
-
9.03% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable April 30, 2013
25,00,00,000 -
-
-
-
10.25% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable April 30, 2013
50,00,00,000 -
-
-
-
10.13% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable April 25, 2013
2,00,00,00,000 -
-
-
-
8.97% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable April 23, 2013
50,00,00,000 -
-
-
-
9.65% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable April 19, 2013
50,00,00,000 -
-
-
-
10.80% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable April 17, 2013
15,00,00,000 -
-
-
-
11.30% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 28, 2012
-
25,00,00,000
-
-
-
11.60% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 25, 2012
-
1,00,00,00,000
-
-
-
11.80% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 21, 2012
-
25,00,00,000
-
-
-
12.05% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 21, 2012
-
1,50,00,00,000
-
-
-
12.05% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 18, 2012
-
25,00,00,000
-
-
-
12.00% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 13, 2012
-
50,00,00,000
-
-
-
11.75% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 13, 2012
-
50,00,00,000
-
-
-
11.50% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 06, 2012
-
50,00,00,000
-
-
-
11.30% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on June 04, 2012
-
50,00,00,000
-
-
-
10.10% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on May 28, 2012
-
30,00,00,000
-
-
-
10.10% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on May 07, 2012
-
7,50,00,000
-
-
-
10.15% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on May 04, 2012
-
50,00,00,000
-
-
-
12.00% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on April 20, 2012
-
50,00,00,000
-
-
-
11.60% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on April 13, 2012
-
25,00,00,000
-
-
-
7.15% Commercial Paper of Face
value of Rs. 5,00,000 each
Redeemable on March 30, 2011
- -
-
50,00,00,000
-
21,95,00,00,000
6,87,50,00,000
-
50,00,00,000
-
198
As at As at As at As at As at
(vi) Current Investments
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
(a) Investment in Bonds (Quoted)
Particulars Quantity Face Value (Rs.) Amount (Rs.)
Yes Bank Ltd.
10.5 BD Perpetual
FVR 10 Lacs 1500
1,50,00,00,000
1,50,00,00,000
-
-
-
-
Yes Bank Ltd.
10.5 BD Perpetual
FVR 10 Lacs 1400
1,40,00,00,000
1,40,00,00,000
-
-
-
-
Yes Bank Ltd.
10.25 BD 29JU27
FVR 10 Lacs 320
32,00,00,000
32,00,00,000
-
-
-
-
Total (a)
3,22,00,00,000
-
-
-
-
(b) Investment in Certificate of
Deposits(Quoted)
Particulars Quantity
Face Value
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
IDBI Bank
Limited CD
19MR14
2,500 25,00,00,000
23,01,15,500
-
-
-
-
IDBI Bank
Limited CD
14FB14
2,500 25,00,00,000
22,90,06,250
-
-
-
-
IDBI Bank
Limited CD
28AG13
5,000 50,00,00,000
48,17,67,000
-
-
-
-
IDBI Bank
Limited CD
10JU13
2,500 25,00,00,000
24,51,90,250
-
-
-
-
IDBI Bank
Limited CD
07JU13
5,000 50,00,00,000
49,03,28,000
-
-
-
-
Punjab National
Bank CD
25MR14
2,500 25,00,00,000
22,90,74,250
-
-
-
-
Punjab National
Bank CD
20MAR14
2,500 25,00,00,000
23,02,70,500
-
-
-
-
Punjab National
Bank CD
10MR14
2,500 25,00,00,000
22,94,17,750
-
-
-
-
Punjab National
Bank 23DEC13
2,500 25,00,00,000
23,43,95,000
-
-
-
-
Punjab National
Bank CD 17SP13
5,000 50,00,00,000
47,94,93,500
-
-
-
-
Punjab National
Bank CD 10SP13
7,500 75,00,00,000
72,04,94,000
-
-
-
-
Punjab National
Bank CD14JU13
12,500
1,25,00,00,000
1,22,71,07,500
-
-
-
-
Punjab National
Bank 10MAY13
5,000 50,00,00,000
49,45,52,500
-
-
-
-
Allahabad Bank
CD 26JU13
10,000
1,00,00,00,000
97,86,68,000
-
-
-
-
199
Allahabad Bank
17JU13
2,500 25,00,00,000
24,51,04,500
-
-
-
-
Allahabad Bank
31MAY13
7,500 75,00,00,000
73,82,20,500
-
-
-
-
IDBI Bank
12SEP13
5,000 50,00,00,000
48,01,11,500
-
-
-
-
IDBI Bank
21JU13
2,500 25,00,00,000
24,48,67,750
-
-
-
-
IDBI Bank
29MAY13
10,000
1,00,00,00,000
98,45,72,000
-
-
-
-
IDBI Bank
Limited CD
27MY13
5,000 50,00,00,000
49,22,65,500
-
-
-
-
Central Bank of
India 25MAR14
5,000 50,00,00,000
45,96,55,000
-
-
-
-
Central Bank of
India CD
07MY13
5,000 50,00,00,000
49,47,90,500
-
-
-
-
Vijaya Bank
19JU13
10,000
1,00,00,00,000
97,99,45,000
-
-
-
-
Vijaya Bank CD
13JU13
2,500 25,00,00,000
24,48,20,000
-
-
-
-
Vijaya Bank CD
27MAY13
5,000 50,00,00,000
49,24,31,500
-
-
-
-
State Bank of
Patiala CD
18SP13
2,500 25,00,00,000
23,97,68,250
-
-
-
-
State Bank of
Patiala 27MAY13
5,000 50,00,00,000
49,23,91,500
-
-
-
-
State Bank of
Patiala 24MAY13
2,500 25,00,00,000
24,64,40,000
-
-
-
-
Canara Bank
24MAR14
2,500 25,00,00,000
22,94,61,250
-
-
-
-
Canara Bank
14MAY13
5,000 50,00,00,000
49,42,72,000
-
-
-
-
Canara Bank
22APR-13
2,000 20,00,00,000
19,87,68,000
-
-
-
-
Punjab and Sind
Bank 14JU13
2,500 25,00,00,000
24,52,82,500
-
-
-
-
Punjab and Sind
Bank 10JU13
2,500 25,00,00,000
24,54,71,250
-
-
-
-
UCO Bank
13JU13
2,500 25,00,00,000
24,53,41,750
-
-
-
-
Oriental Bank of
Commerce
7JU13
2,500 25,00,00,000
24,56,98,500
-
-
-
-
Andhra Bank
10AP13
10,000
1,00,00,00,000
99,66,10,000
-
-
-
-
ING Vysya Bank
24MAY13
5,000 50,00,00,000
49,27,66,500
-
-
-
-
Total (b)
16,72,89,35,250
-
-
-
-
(c) Investment in Government
Securities(Quoted)
Particulars Quantity
Face Value
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
Amount
(Rs.)
200
8.15%
GOVT.STOCK
2022
45,00,000 45,00,00,000
45,40,79,659
-
-
-
-
8.33%
GOVT.STOCK
2026
5,00,000 5,00,00,000
5,13,52,955
-
-
-
-
Total (c)
50,54,32,614
-
-
-
-
Total (a)+(b)+(c)'
20,45,43,67,864
-
-
-
-
(30) Contingent Liability not provided for in respect of:
(a) Contingent Liabilities not provided for in respect of Capital commitments for acquisition of fixed assets at
various branches as at the year end (net of capital advances paid) Rs. 30,0,41,74,116 (2011-12 Rs.2,02,372,
2010-11 Rs. 29,40,733, 2009-10 Rs. 1,82,412, 2008-09 Rs. 10,62,005).
(b) Demand pending u/s 143(3) of the Income Tax Act,1961 in relation to the merged company “IBFSL”
(i) For Rs. 24,14,210 with respect to FY 2007-08 against disallowance U/s 14A of the Income Tax Act,1961,
against which appeal is pending before ITAT.
(ii) For Rs.1,78,07,253 with respect to FY 2009-10 against disallowance U/s 14A of the Income Tax Act,1961,
against which appeal is pending before CIT ( Appeals)
(c) Demand pending u/s of 25, 55 , 56 & 61 of Rajasthan Sales Tax Act,2003 in relation to the merged
company “IBFSL” for Rs. 1,45,05,873 ( Including interest & Penalty)with respect to FY 2007-08 to FY 2012-13
against which appeal is pending before DC( Appeals).The company has paid tax alongwith interest for Rs.
62,31,069 under protest.
(d) Arbitration award passed by the international arbitrator against the Company for Rs. 1,92,00,07,000
(Previous Year N.A.) for purchase of 42.50% stake in Indiabulls Finance Company Private Limited (IFCPL),
which is disputed by the Company. The Company currently holds 57.50% Equity stake in IFCPL(Refer Note
15(2)).
(e) Corporate counter guarantees outstanding in respect of securitisation/ assignment agreements entered by
the Company / Holding Company with different assignees as at March 31,2013 is Rs.3,04,47,92,269 (2011-12
Rs.30,23,66,480, 2010-11 Rs. Nil 2009-10 Rs. Nil, 2008-09 Rs. 1,04,31,795) against which collateral deposit
of Rs 17,29,08,806 (2011-12 Rs.1,90,48,758, 2010-11 Rs. Nil, 2009-10 Rs. Nil , 2008-09 Rs. Nil) is being
provided to the assignees by the Company in the form of Fixed Deposit Receipts. The Company does not
anticipate any losses on account of the said corporate guarantees, in the event of the rights under guarantee
being exercised by the assignees.
(31) Segment Reporting:
Segment information, as per Accounting Standard (AS)-17 "Segment Reporting", as notified by the
Companies (Accounting Standards) Rules, 2006, as amended.
(a) Primary segment information (by business segments)
Particulars
Investing and
financing related
activities
Amount (Rs.)
Fee Income
Amount (Rs.)
Total
Amount (Rs.)
Segment Revenue
46,40,00,96,654 18,05,33,541 46,58,06,30,195
7,14,09,80,905* 71,40,86,624* 7,85,50,67,529*
2,79,66,59,443** 30,57,30,625** 3,10,23,90,068**
201
Segment Result
16,06,19,86,171 2,55,75,287 16,08,75,61,458
2,75,95,31,372* 71,29,33,864* 3,47,24,65,236*
81,17,59,809** 30,48,72,404** 1,11,66,32,213**
Less: Unallocated expenditure net
of other unallocated income
4,63,94,908
1,98,04,327*
(2,51,66,295)**
Less: Income taxes and Deferred
tax (credit)
3,76,20,96,996
95,27,87,551*
30,31,91,729**
Profit after tax
12,27,90,69,554
2,49,98,73,358*
78,82,74,190**
Segment Assets
3,82,74,63,55,520 1,81,35,980 382,76,44,91,500
74,18,06,39,652* 73,891* 74,18,07,13,543*
36,13,82,25,090**
-
36,13,82,25,090**
Unallocated Corporate Assets
2,71,93,76,430
18,26,50,711*
5,34,93,388**
Total Assets
385,483,867,930
74,36,33,64,254*
36,19,17,18,479**
Segment Liabilities
3,31,71,02,47,035 19,20,00,000 3,31,90,22,47,035
64,26,84,71,884*
-
64,26,84,71,884*
28,55,35,63,314**
-
28,55,35,63,314**
Unallocated Corporate Liabilities
4,19,12,58,228
54,40,49,831*
30,31,13,143**
Total Liabilities
336,093,505,263
64,81,25,21,715*
28,85,66,76,457**
Capital Expenditure
6,17,19,219
-
6,17,19,219
1,11,20,930*
-
11,120,930*
202
2,69,02,358**
-
2,69,02,358**
Unallocated Capital Expenditure
5,07,56,881
26,00,277*
1,56,42,712**
Total Capital Expenditure
11,24,76,100
1,37,21,207*
4,25,45,070**
Depreciation / Amortisation
7,69,94,303 18,966 7,70,13,269
89,16,612* 8,859* 8,925,471*
1,50,14,620**
-
1,50,14,620**
Unallocated Depreciation
1,50,96,925
16,26,123*
11,77,060**
Total Depreciation / Amortisation
9,21,10,194
1,05,51,594*
1,61,91,680**
Non-Cash expenditure other than
depreciation
1,34,04,93,053
-
1,34,04,93,053
19,43,84,454*
-
19,43,84,454*
14,77,69,616**
-
14,77,69,616**
Unallocated Non-Cash expenditure
other than depreciation
34,73,853
38,39,333*
-**
Total Non-Cash Expenditure other
than depreciation
1,34,39,66,906
19,83,23,787*
14,77,69,616**
* Figures relate to Financial year 2011-2012
** Figures relate to Financial year 2010-2011
For the Financial Years 2008-09 and 2009-10 the Company was operating in one reportable business
segment, hence no separate information for segment is given.
b) The Company operates solely in one Geographic segment namely "Within India" and 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 comprises of investing and financing related activities
(investing in various subsidiaries, financing of loans and credit activities) and fee income which mainly
comprises of financial service related fee based advisory services income, commission on insurance and other
fee based activities.
203
d) Segment revenue, results, assets and liabilities include amounts identifiable to each segment and amounts
allocated on a reasonable basis.
e) The accounting policies adopted for segment reporting are in line with the accounting policies adopted for
preparation of financial information as disclosed in Significant Accounting Policies (Refer Note 1) above.
(32) Disclosures in respect of AS – 18 „Related Party Disclosures?
a) Names of the Related Parties and Nature of Relationships as per the Accounting Standard – 18 "Related
Party Disclosures" as notified by the Companies (Accounting Standards) Rules, 2006, as amended
Particulars Year Ended
31st Mar 13 31st Mar 12 31st Mar 11 31st Mar 10 31st Mar 09
Holding Company
- Indiabulls
Financial
Services
Limited
Indiabulls
Financial
Services
Limited
Indiabulls
Financial
Services
Limited
Indiabulls
Financial
Services
Limited
Fellow
Subsidiary/Subsidiary
Ibulls Sales
Limited*
Ibulls Sales
Limited
Ibulls Sales
Limited
Ibulls Sales
Limited
Ibulls Sales
Limited
(Previously
known as Fast
Loans services
limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Advisory
Services
Limited*
Indiabulls
Advisory
Services
Limited
Indiabulls
Advisory
Services
Limited
Indiabulls
Advisory
Services
Limited
Indiabulls
Advisory
Services
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Alternative Asset
Management
Private Limited
(upto February
7, 2013)*
Indiabulls
Alternative
Asset
Management
Private
Limited
Indiabulls
Alternative
Asset
Management
Private
Limited
- -
Fellow
Subsidiary/Subsidiary
Indiabulls Asset
Holding
Company
Limited*
Indiabulls
Asset Holding
Company
Limited
Indiabulls
Asset Holding
Company
Limited
Indiabulls
Asset Holding
Company
Limited
Indiabulls
Asset Holding
Company
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls Asset
Management
Company
Limited*
Indiabulls
Asset
Management
Company
Limited
Indiabulls
Asset
Management
Company
Limited
Indiabulls
Asset
Management
Company
Limited
Indiabulls
Asset
Management
Company
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls Capital
Services
Limited*
Indiabulls
Capital
Services
Limited
Indiabulls
Capital
Services
Limited
Indiabulls
Capital
Services
Limited
Indiabulls
Capital
Services
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Collection
Agency Limited*
Indiabulls
Collection
Agency
Limited
Indiabulls
Collection
Agency
Limited
Indiabulls
Collection
Agency
Limited
Indiabulls
Collection
Agency
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Finance
Company Private
Limited*
Indiabulls
Finance
Company
Private
Limited
Indiabulls
Finance
Company
Private
Limited
Indiabulls
Finance
Company
Private
Limited
Indiabulls
Finance
Company
Private
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Holdings
Limited*
Indiabulls
Holdings
Limited
Indiabulls
Holdings
Limited
- -
204
Fellow
Subsidiary/Subsidiary
Indiabulls
Infrastructure
Credit Limited*
Indiabulls
Infrastructure
Credit Limited
Indiabulls
Infrastructure
Credit Limited
Indiabulls
Infrastructure
Credit Limited
Indiabulls
Infrastructure
Credit Limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Insurance
Advisors
Limited*
Indiabulls
Insurance
Advisors
Limited
Indiabulls
Insurance
Advisors
Limited
Indiabulls
Insurance
Advisors
Limited
Indiabulls
Insurance
Advisors
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls Life
Insurance
Company
Limited*
Indiabulls Life
Insurance
Company
Limited
Indiabulls Life
Insurance
Company
Limited
Indiabulls Life
Insurance
Company
Limited
Indiabulls Life
Insurance
Company
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Trustee
Company
Limited*
Indiabulls
Trustee
Company
Limited
Indiabulls
Trustee
Company
Limited
Indiabulls
Trustee
Company
Limited
Indiabulls
Trustee
Company
Limited
Fellow
Subsidiary/Subsidiary
Indiabulls
Venture Capital
Management
Company
Limited *
(Subsidiary of
Indiabulls
Holdings
Limited)
Indiabulls
Venture
Capital
Management
Company
Limited
(Subsidiary of
Indiabulls
Holdings
Limited)
Indiabulls
Venture
Capital
Management
Company
Limited
(Subsidiary of
Indiabulls
Holdings
Limited)
Indiabulls
Venture
Capital
Management
Company
Limited
(Subsidiary of
Indiabulls
Holdings
Limited)
-
Fellow
Subsidiary/Subsidiary
Indiabulls
Venture Capital
Trustee
Company
Limited *
(Subsidiary of
Indiabulls
Holdings
Limited)
Indiabulls
Venture
Capital
Trustee
Company
Limited
(Subsidiary of
Indiabulls
Holdings
Limited)
Indiabulls
Venture
Capital
Trustee
Company
Limited
(Subsidiary of
Indiabulls
Holdings
Limited)
Indiabulls
Venture
Capital
Trustee
Company
Limited
(Subsidiary of
Indiabulls
Holdings
Limited)
-
Fellow
Subsidiary/Subsidiary
Nilgiri Financial
Consultants
Limited*
(Subsidiary of
Indiabulls
Insurance
Advisors
Limited)
Nilgiri
Financial
Consultants
Limited
(Subsidiary of
Indiabulls
Insurance
Advisors
Limited)
Nilgiri
Financial
Consultants
Limited
(Subsidiary of
Indiabulls
Insurance
Advisors
Limited)
Nilgiri
Financial
Consultants
Limited
(Subsidiary of
Indiabulls
Insurance
Advisors
Limited)
Nilgiri
Financial
Consultants
Limited
(Subsidiary of
Indiabulls
Insurance
Advisors
Limited)
Fellow
Subsidiary/Subsidiary
Indiabulls Asset
Reconstruction
Company
Limited from
January 11,
2013 (Associate
upto January 10,
2013)(Subsidiary
of Indiabulls
Advisory
Services
Limited)*
- - - International
Multi
Commodity
Exchange
Limited
Associate of Holding
Company
- Indiabulls
Asset
Reconstruction
Company
Limited
Indiabulls
Asset
Reconstruction
Company
Limited
Indiabulls
Asset
Reconstruction
Company
Limited
Indiabulls
Asset
Reconstruction
Company
Limited
205
Associate of Holding
Company
- - Indian
Commodity
Exchange
Limited (till
December 12,
2010)
Indian
Commodity
Exchange
Limited
-
Key Management
Personnel
Mr. Ashwini
Omprakash
Kumar, Deputy
Managing
Director
(Managing
Director till
March 19, 2013)
Mr. Ashwini
Omprakash
Kumar,
Managing
Director
(w.e.f. August
23, 2011)
- - -
Key Management
Personnel
Mr. Gagan
Banga, CEO &
Managing
Director (Non
Executive
Chairman till
March 19, 2013)
Mr. Gagan
Banga,
Director
Mr. Gagan
Banga,
Director
Mr. Gagan
Banga,
Director
Mr. Gagan
Banga,
Director
Key Management
Personnel
Mr. Sachin
Chaudhary
(CEO-Executive
Director till
March 19, 2013)
Mr. Sachin
Chaudhary,
Whole Time
Director / CEO
Mr. Sachin
Chaudhary,
Whole Time
Director / CEO
Mr. Sachin
Chaudhary,
Whole Time
Director / CEO
Mr. Sachin
Chaudhary,
Whole Time
Director / CEO
(w.e.f January
15, 2008)
Key Management
Personnel
Mr. Sameer
Gehlaut,
Chairman &
Executive
Director
Mr. Sameer
Gehlaut –
Person
exercising
significant
influence over
the Company
Mr. Sameer
Gehlaut –
Person
exercising
significant
influence over
the Company
Mr. Sameer
Gehlaut –
Person
exercising
significant
influence over
the Company
Mr. Sameer
Gehlaut –
Person
exercising
significant
influence over
the Company
Key Management
Personnel
Mr. Saurabh
Kumar Mittal,
Non -Executive
Director
Mr. Saurabh
Mittal –
Person
exercising
significant
influence over
the Company
Mr. Saurabh
Mittal –
Person
exercising
significant
influence over
the Company
Mr. Saurabh
Mittal –
Person
exercising
significant
influence over
the Company
Mr. Saurabh
Mittal –
Person
exercising
significant
influence over
the Company
Key Management
Personnel
Mr. Rajiv Rattan,
Non -Executive
Director
Mr. Rajiv
Rattan –
Person
exercising
significant
influence over
the Company
Mr. Rajiv
Rattan –
Person
exercising
significant
influence over
the Company
Mr. Rajiv
rattan,
Director upto
December 18,
2009, and
Person
exercising
significant
control over
the Company
Mr. Rajiv
Rattan,
Director
Key Management
Personnel
- - Mr.
Tejinderpal
Singh Miglani,
Director
Mr.
Tejinderpal
Singh Miglani,
Director
Mr.
Tejinderpal
Singh Miglani,
Director
Key Management
Personnel
- - Mr. Manish
Rathi,
Additional
Director w.e.f.
Nov. 15, 2010
- -
Key Management
Personnel
- - Mr. Ashish
Bhardwaj,
Director
Mr. Ashish
Bhardwaj
Additional
Director
(w.e.f.
December 18,
2009)
-
206
Key Management
Personnel
- - Mr. Aishwarya
Katoch,
Director (till
Nov. 15,
2010)
- -
Key Management
Personnel
- - - - Mr. Kamal
Batra,
Additional
Director(till
January 6,
2009)
Key Management
Personnel
Mr. Ajit Kumar
Mittal, Executive
Director (Non
Executive
Chairman till
March 19, 2013)
- - - -
* These companies were fellow subsidiaries of Indiabulls Housing Finance Limited till March 31, 2012
b) Significant transactions with related parties during the year
Amount Rs.
Nature of
Transactions
Year Ended
31st Mar 13 31st Mar 12 31st Mar 11 31st Mar 10 31st Mar 09
Finance
Loan taken
(Maximum
balance
outstanding
during the
year)
-Holding
Company
-
4,28,00,00,000
5,19,40,00,000
2,78,80,00,000
1,30,95,00,000
-Subsidiary
Companies
68,80,00,000
-
-
-
-
-Fellow
Subsidiary
Companies
-
29,80,00,000
88,00,00,000
48,00,00,000
48,00,00,000
-Key
Management
Personnel
-
-
-
-
-
Total
68,80,00,000
4,57,80,00,000
6,07,40,00,000
3,26,80,00,000
1,78,95,00,000
Loan given
(Maximum
balance
outstanding
during the
year)
-Holding
Company
-
-
50,00,00,000
40,00,00,000
-
-Subsidiary
Companies
1,40,00,00,000
-
-
-
-
-Fellow
Subsidiary
Companies
-
-
-
40,00,00,000
-
-Key
Management
Personnel
-
-
-
-
38,08,121
207
Total
1,40,00,00,000
-
50,00,00,000
80,00,00,000
38,08,121
Share Capital
Issue of Equity
Share Capital
-Holding
Company
-
-
3,00,00,00,120
-
-
Total
-
-
3,00,00,00,120
-
-
Non
Convertible
Debentures
Issue of
Perpetual
Debentures
-Holding
Company
-
3,00,00,00,000
-
-
-
Total
-
3,00,00,00,000
-
-
-
Income
Income from
Service Fee
-Holding
Company
-
53,50,000
-
-
-
Total
-
53,50,000
-
-
-
Interest
Income on
Loan
-Holding
Company
-
-
61,05,863
28,29,853
-
-Subsidiary
Companies
13,26,027
-
-
-
-
-Fellow
Subsidiary
Companies
-
-
-
6,57,530
-
Total
13,26,027
-
61,05,863
34,87,383
-
Reimbursement
of Expenses
Incurred
-Holding
Company
-
20,23,843
19,27,42,736
10,75,692
21,925
-Subsidiary
Companies
1,60,50,792
-
-
-
-
Total
1,60,50,792
20,23,843
19,27,42,736
10,75,692
21,925
Expenses
Interest
Expense on
Loan
-Holding
Company
-
-
-
5,09,41,585
2,17,84,150
-Subsidiary
Companies
4,88,78,190
-
-
-
-
-Fellow
Subsidiary
Companies
-
3,31,63,880
6,67,03,508
5,83,11,780
57,91,676
208
Total
4,88,78,190
3,31,63,880
6,67,03,508
10,92,53,365
2,75,75,826
Reimbursement
of Expenses
Paid
-Holding
Company
5,55,95,792
25,52,783
4,53,047
2,40,498
Total
-
5,55,95,792
25,52,783
4,53,047
2,40,498
Commission
/Consultancy
Paid
-Subsidiary
Companies
3,65,17,000
-
-
-
-
-Fellow
Subsidiary
Companies
-
-
4,50,00,000
-
-
Total
3,65,17,000
-
4,50,00,000
-
-
Other receipts
and payments
Investment in
Compulsory
Convertible
Cumulative
Preference
Shares
-Subsidiary
Companies
2,02,50,00,000
-
-
-
-
Bond Sales
-Subsidiary
Companies
66,48,03,715
-
-
-
-
Sale of Loan
Receivables
-Holding
Company
-
17,83,13,42,549
12,18,59,04,104
1,97,98,97,060
1,25,42,03,276
-Subsidiary
Companies
3,18,24,02,959
-
-
-
-
Total
3,18,24,02,959
17,83,13,42,549
12,18,59,04,104
1,97,98,97,060
1,25,42,03,276
Purchase of
Loan
Receivables
-Holding
Company
-
13,22,64,282
2,81,96,603
51,75,91,929
1,60,79,68,841
-Fellow
Subsidiary
Companies
-
-
-
-
-Key
Management
Personnel
-
-
-
-
Total
-
13,22,64,282
2,81,96,603
51,75,91,929
1,60,79,68,841
Salary /
Remuneration
(including
perquisite and
retirement
209
benefits)
-Key
Management
Personnel
32,23,18,746
1,16,64,633
95,89,379
55,01,875
64,30,852
Total
32,23,18,746
1,16,64,633
95,89,379
55,01,875
64,30,852
Purchase of
Certificate of
Deposit
-Holding
Company
-
73,47,02,250
-
-
-
-Fellow
Subsidiary
Companies
-
-
-
-
-
-Key
Management
Personnel
-
-
-
-
-
Total
-
73,47,02,250
-
-
-
Sale of
Certificate of
Deposit
-Holding
Company
-
73,80,89,250
-
-
-
-Fellow
Subsidiary
Companies
-
-
-
-
-
-Key
Management
Personnel
-
-
-
-
-
Total
-
73,80,89,250
-
-
-
c) Balances outstanding as at year end
Amount Rs.
Nature of
Transactions
Year Ended
31st Mar 13 31st Mar 12 31st Mar 11 31st Mar 10 31st Mar 09
Loan taken
-Holding
Company
-
-
-
-
40,50,48,000
-Fellow
Subsidiary
Companies
-
-
28,00,00,000
28,00,00,000
48,00,00,000
-Key
Management
Personnel
-
-
-
-
Total
-
-
28,00,00,000
28,00,00,000
88,50,48,000
Loan Given
-Holding
Company
-
-
-
-
-
-Subsidiary
Companies
1,40,00,00,000
-Fellow
Subsidiary
Companies
-
-
-
-
-
-Key
Management
Personnel
-
-
-
-
1,90,160
210
Total
1,40,00,00,000
-
-
-
1,90,160
Perpetual
Debentures
Issued
-Holding
Company
3,00,00,00,000
-
-
-Fellow
Subsidiary
Companies
-
-
-
-Key
Management
Personnel
-
-
-
Total
-
3,00,00,00,000
-
-
-
Assignment
Payable (Net)
-Holding
Company
-
-
11,77,08,407
-
24,90,008
-Subsidiary
Companies
4,48,34,095
-Fellow
Subsidiary
Companies
-
-
-
-
-
-Key
Management
Personnel
-
-
-
-
-
Total
4,48,34,095
-
11,77,08,407
-
24,90,008
Assignment
Receivable
(Net)
-Holding
Company
-
3,29,74,528
-
2,51,58,152
-
-Fellow
Subsidiary
Companies
-
-
-
-
-
-Key
Management
Personnel
-
-
-
-
-
Total
-
3,29,74,528
-
2,51,58,152
-
Corporate
counter
guarantees
given to third
parties by the
Company
-Holding
Company
-
-
-
-
1,04,31,795
-Fellow
Subsidiary
Companies
-
-
-
-
-
-Key
Management
Personnel
-
-
-
-
-
Total
-
-
-
-
1,04,31,795
Corporate
counter
guarantees
given to third
parties for the
Company
211
-Holding
Company
-
50,00,00,000
6,95,36,145
25,61,62,252
52,45,09,016
-Fellow
Subsidiary
Companies
-
-
70,63,276
1,18,83,629
9,43,77,248
-Key
Management
Personnel
-
-
-
-
-
Total
-
50,00,00,000
7,65,99,421
26,80,45,881
61,88,86,264
Cash collateral
given for the
Company
-Holding
Company
-
-
1,57,36,614
6,12,22,332
12,61,47,935
-Fellow
Subsidiary
Companies
-
-
42,37,966
71,30,177
5,66,26,349
-Key
Management
Personnel
-
-
-
-
-
Total
-
-
1,99,74,580
6,83,52,509
18,27,74,284
d) Statement of Material transactions during the Year
Amount Rs.
Particulars
Year Ended
31st Mar 13 31st Mar 12 31st Mar 11 31st Mar 10 31st Mar 09
Loan Taken
(Maximum
balance
outstanding
during the
year)
– Indiabulls
Financial
Services
Limited
-
4,28,00,00,000
5,19,40,00,000
2,78,80,00,000
1,30,95,00,000
– Indiabulls
Finance
Company
Private Limited
68,80,00,000
29,80,00,000
28,00,00,000
32,00,00,000
32,00,00,000
– Indiabulls
Advisory
Services
Limited
-
-
-
16,00,00,000
16,00,00,000
– Indiabulls
Infrastructure
Credit Limited
-
-
60,00,00,000
-
-
Loan Given
(Maximum
balance
outstanding
during the
year)
– Indiabulls
Financial
Services
Limited
-
50,00,00,000
40,00,00,000
-
212
– Indiabulls
Finance
Company
Private Limited
1,40,00,00,000
-
-
40,00,00,000
-
– Indiabulls
Infrastructure
Credit Limited
25,00,00,000
-
-
-
-
– Ibulls Sales
Limited
55,00,000
-
-
-
-
Reimbursement
of Expenses
Paid
– Indiabulls
Financial
Services
Limited
-
5,55,95,792
25,52,783
4,53,047
2,40,498
Reimbursement
of Expenses
Incurred
– Indiabulls
Financial
Services
Limited
-
20,23,843
19,27,42,736
10,75,692
21,925
– Indiabulls
Advisory
Services
Limited
40,40,045
-
-
-
-
– Indiabulls
Capital Services
Limited
45,22,629
-
-
-
-
– Indiabulls
Finance
Company
Private Limited
74,88,118
-
-
-
-
Commission
Paid
– Ibulls Sales
Limited
28,09,000
-
4,50,00,000
-
-
– Indiabulls
Asset
Management
Limited
3,37,08,000
-
-
-
-
Interest paid on
Loan
– Indiabulls
Financial
Services
Limited
-
5,09,41,585
2,17,84,150
– Indiabulls
Finance
Company
Private Limited
4,88,78,190
3,31,63,880
6,11,57,534
5,54,95,896
48,84,280
– Indiabulls
Advisory
Services
Limited
-
-
28,15,884
9,07,396
– Indiabulls
Infrastructure
Credit Limited
-
55,45,974
-
-
Interest
Income on
Loan
213
– Indiabulls
Financial
Services
Limited
-
61,05,863
28,29,853
-
– Indiabulls
Finance
Company
Private Limited
13,26,027
-
6,57,530
-
Investment in
Compulsory
Convertible
Cumulative
Preference
Shares
– Indiabulls
Infrastructure
Credit Limited
2,02,50,00,000
-
-
-
-
Bond Sales
– Indiabulls
Finance
Company
Private Limited
66,48,03,715
-
-
-
-
Income from
Service Fees
– Indiabulls
Financial
Services
Limited
-
53,50,000
-
-
-
Shares Issued
– Indiabulls
Financial
Services
Limited
-
-
3,00,00,00,120
-
-
Perpetual
Debentures
Issued
– Indiabulls
Financial
Services
Limited
-
3,00,00,00,000
-
-
-
Salary /
Remuneration
Remuneration
to Directors
– Sameer
Gehlaut
82,75,997
-
-
-
-
– Gagan Banga
15,43,641
-
-
-
-
– Ajit Kumar
Mittal
5,31,165
-
-
-
-
– Ashwini
Omprakash
Kumar
1,91,14,066
-
-
-
-
– Sachin
Chaudhary
1,25,85,979
1,16,64,633
95,89,379
55,01,875
64,30,852
Salary
– Sameer
Gehlaut
22,40,88,545
-
-
-
-
– Gagan Banga
4,17,97,040
-
-
-
-
214
– Ajit Kumar
Mittal
1,43,82,313
-
-
-
-
Sale of Loan
Receivables
– Indiabulls
Financial
Services
Limited
-
17,83,13,42,549
12,18,59,04,104
1,97,98,97,060
1,25,42,03,276
– Indiabulls
Infrastructure
Credit Limited
2,48,39,46,709
-
-
-
-
– Indiabulls
Finance
Company
Private Limited
69,84,56,250
-
-
-
-
Purchase of
Loan
Receivables
– Indiabulls
Financial
Services
Limited
13,22,64,282
2,81,96,603
51,75,91,929
1,60,79,68,841
Loans and
Advances
(Maximum
balance
outstanding
during the
year)
– Sachin
Chaudhary
- -
1,90,160
13,92,889
– Kamal Batra
- -
-
24,15,232
Purchase of
Certificate of
Deposit
– Indiabulls
Financial
Services
Limited
73,47,02,250
-
-
-
Sale of
Certificate of
Deposit
– Indiabulls
Financial
Services
Limited
73,80,89,250
-
-
-
Related Party relationships as given above are as identified by the Company.
(e) Breakup of outstanding Balances
Amount
(Rs.)
Particulars
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
ended March
31, 2011
For the Year
ended March
31, 2010
For the Year
ended March
31, 2009
Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)
215
Loan given
Subsidiaries
- Indiabulls Finance
Company Private
Limited
1,40,00,00,000
-
-
-
-
Loan taken
Holding Company
- Indiabulls Financial
Services Limited
-
-
-
-
40,50,48,000
Subsidiaries
- Indiabulls Finance
Company Private
Limited
-
-
28,00,00,000 28,00,00,000
48,00,00,000
Perpetual Debentures
Issued
Holding Company
- Indiabulls Financial
Services Limited
-
3,00,00,00,000
-
-
-
Assignment (Payable)/
Receivable (Net)
Holding Company
- Indiabulls Financial
Services Limited
-
3,29,74,528
(11,77,08,407)
2,51,58,152
(24,90,008)
Subsidiaries
- Indiabulls Finance
Company Private
Limited
1,84,60,080
-
-
-
-
Assignment Receivable
- Indiabulls
Infrastructure Credit
Limited
(6,32,94,175)
-
-
-
-
(Assignment Payable)
Corporate counter
guarantees given to
third parties for the
Company
Holding Company
- Indiabulls Financial
Services Limited
-
50,00,00,000
6,95,36,145
25,61,62,252
52,45,09,016
- Indiabulls Capital
Services Limited
-
-
70,63,276
1,18,83,629
9,43,77,248
Cash collateral given
for the Company
- Indiabulls Financial
Services Limited
-
-
1,57,36,614
6,12,22,332
12,61,47,935
216
- Indiabulls Capital
Services Limited
-
-
42,37,966 71,30,177
5,66,26,349
(33) (a) Expenditure in Foreign
Currency:
Year ended Year ended Year ended Year ended Year ended
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
Particulars
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
Professional Expenses
3,92,16,246
-
-
-
-
GDRs listing / Issue related Expense
8,03,670
-
-
-
-
Travelling Expenses
53,32,405
Commission Expense
12,89,759
-
-
-
-
Interest Expense on Foreign
Currency Loan
1,38,10,479
-
-
-
-
Advertisement/Corporate
Sponsorship Expenses
76,35,651
-
-
-
-
Total
6,80,88,210
-
-
-
-
(b) Remittances during the year in foreign currency on account of dividends:
Final Dividend by erstwhile Holding company Indiabulls Financial Services Limited (Year ended March 31, 2012)
Number of Shareholders: 2 (Previous Year Nil)
Equity Shares held on which dividend is remitted: – 89,67,321 Equity Shares (Previous Year Nil)
Amount Remitted- Rs. 6,27,71,247 (Previous Year Rs. Nil)
Ist Interim Dividend (During the year ended March 31, 2013)
Number of Shareholders: 2 (Previous Year Nil)
Equity Shares held on which dividend is remitted: – 1,01,67,993 Equity Shares (Previous Year Nil)
Amount Remitted- Rs. 8,13,43,944 (Previous Year Rs. Nil)
2nd Interim Dividend (During the year ended March 31, 2013)
Number of Shareholders: 2 (Previous Year Nil)
Equity Shares held on which dividend is remitted: – 1,03,29,200 Equity Shares (Previous Year Nil)
Amount Remitted- Rs. 5,68,10,600 (Previous Year Rs. Nil)
Note: The Company does not have information as to the extent to which remittances, if any, in foreign
currencies on account of dividends have been made by non- resident shareholders.
(34) Earnings Per Equity Share (EPS):
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 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.
217
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
potential dilutive effect of Employee Stock Option Plan as appropriate. Potential dilutive Equity Shares on
account of Share warrants are not adjusted being anti dilutive in nature.
Particulars
For the Year
ended March
31, 2013
For the Year
ended March
31, 2012
For the Year
ended March
31, 2011
For the Year
ended March
31, 2010
For the Year
ended March
31, 2009
Profit available for Equity
Shareholders as restated
(Rs.)
12,27,89,69,201
2,50,00,29,234
78,15,34,720
19,05,89,343
22,61,25,844
Weighted average number
of Shares used in
computing Basic Earnings
per Equity Share (Nos.)
31,21,18,479
15,56,89,656
13,69,83,940
13,50,00,000
13,50,00,000
Add: Potential number of
Equity share that could
arise on exercise of
Employee Stock Options /
Share Warrants (Nos.)
99,99,303
-
-
-
-
Weighted average number
of shares used in computing
Diluted Earnings per Equity
Share (Nos.)
32,21,17,782
15,56,89,656
13,69,83,940
13,50,00,000
13,50,00,000
Face Value of Equity Shares
- (Rs.)
2.00
10.00
10.00
10.00
10.00
Basic Earnings Per Equity
Share - (Rs.)
39.34
16.06
5.71
1.41
1.68
Diluted Earnings Per Equity
Share - (Rs.)
38.12
16.06
5.71
1.41
1.68
(35) 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 the respective year ends.
(36) Disclosures in terms of Circular no. NHB/ND/DRS/Pol-No. 35/2010-11 dated October 11, 2010:
(i) Disclosure for Capital to Risk Asset Ratio (CRAR) :-
CRAR
As on March
31, 2013
As on March
31, 2012
As on March
31, 2011
As on March
31, 2010
As on March
31, 2009
Items
i) CRAR (%) 18.47% 19.22% 19.71% 32.72% 39.73%
ii) CRAR - Tier I capital (%) 14.96% 12.96% 19.71% 32.72% 39.73%
iii) CRAR - Tier II Capital (%) 3.51% 6.26% 0.00% 0.00% 0.00%
(ii) Exposure to Real Estate Sector:-*
Category
As at March 31,
2013
As at March 31,
2012
As at March 31,
2011
As at March 31,
2010
a)
Direct exposure
(i)
Residential
Mortgages -
1,24,43,08,23,818
65,58,22,92,251
33,44,29,46,592
7,74,90,06,110
Lending fully
secured by
mortgages on
residential
property that is
218
or will be
occupied by the
borrower or
that is rented;
(ii)
Commercial
Real Estate -
1,46,48,61,10,923
6,47,73,32,534
70,38,86,551
38,52,20,578
Lending secured
by mortgages
on commercial
real estates
(iii)
Investments in
Mortgage
Backed
Securities
(MBS) and
other
securitised
exposures -
a. Residential - - - -
b.
Commercial
Real
Estate.
- - - -
b)
Indirect Exposure
25,00,00,000
-
- -
Fund based and non-
fund based exposures
on National Housing
Bank (NHB) and
Housing Finance
Companies (HFCs).
Note: In computing the above information certain estimates, assumptions and adjustments have been made by
the Management for its regulatory submission.
Asset Liability Management*
Maturity Pattern of Assets and Liabilities as at March 31, 2013:-
Amount (Rs. In crores)
Particulars
1 day to
30/31
days (1
month)
Over
one
month
to 2
months
Over 2
months
to 3
months
Over 3 to
6 months
Over 6
months
to 1 year
Over 1 to 3
years
Over 3 to
5 years
Over 5 to
7 years
Over 7 to
10 years
Over 10
years
Grand
Total
Liabilities
Borrowing
from banks
20.19
406.92
353.49
1,355.32
2,939.80
8,719.83
4,879.54
212.80
265.07
332.05
19,485.01
Market
borrowings
203.00
359.50
684.00
1,860.00
745.00
3,754.50
985.20
-
2,716.30
293.28
11,600.78
Assets
Advances
1,228.41
419.05
742.11
1,495.03
3,048.62
13,002.03
6,012.99
2,093.94
1,898.19
1,571.91
31,512.28
Investments
118.62
-
-
1,050.77
1,005.00
283.67
219.47
5.00
-
319.93
3,002.46
Asset Liability Management*
219
Maturity Pattern of Assets and Liabilities as at March 31, 2012:-
Amount (Rs. In crores)
Particulars
1 day to
30/31
days (1
month)
Over one
month to
2
months
Over 2
months
to 3
months
Over 3 to
6
months
Over 6
months
to 1 year
Over 1 to 3
years
Over 3 to 5
years
Over 5
to 7
years
Over 7
to 10
years
Over
10
years
Total
Liabilities
Borrowing from
banks
80.73
150.00
413.90
19.46
205.76
2,389.99
1,463.93
169.44
38.89
-
4,932.10
Market
borrowings
-
-
-
-
687.50
35.00
-
100.00
300.00
-
1,122.50
Assets
Advances
232.27
166.45
559.96
441.20
935.67
2,612.76
1,638.04
670.30
0.95
22.51
7,280.11
Investments
43.00
-
17.15
0.37
16.18
-
27.80
-
-
104.50
Asset Liability Management*
Maturity Pattern of Assets and Liabilities as at March 31, 2011:-
Amount (Rs. In crores)
Particulars
1 day to
30/31
days (1
month)
Over one
month to
2 months
Over 2
months
to 3
months
Over 3 to
6 months
Over 6
months
to 1 year
Over 1 to 3
years
Over 3
to 5
years
Over 5
to 7
years
Over 7
to 10
years
Over
10
years
Total
Liabilities
Borrowing from
banks
100.00
-
-
50.20
130.54
1,227.79
911.10
44.44
61.11
-
2,525.18
Market
borrowings
75.00
160.00
-
-
68.50
37.50
-
-
-
-
341.00
Assets
Advances
126.29
112.94
90.57
264.47
468.03
1,322.89
768.04
258.33
3.59
31.50
3,446.64
Investments
61.46
70.00
-
-
-
14.28
-
-
-
-
145.74
Asset Liability Management*
Maturity Pattern of Assets and Liabilities as at March 31, 2010:-
Amount (Rs. In crores)
Particulars
1 day to
30/31
days (1
month)
Over one
month to
2 months
Over 2
months to
3 months
Over 3 to
6 months
Over 6
months
to 1 year
Over 1 to
3 years
Over 3 to
5 years
Over 5
to 7
years
Over 7
to 10
years
Over
10
years
Total
Liabilities
Borrowing from
banks
112.64
263.14
10.60
19.29
14.95
200.00
-
-
-
-
620.62
Market
borrowings
-
-
-
-
78.00
265.00
-
-
-
-
343.00
220
Assets
Advances
30.23
18.84
19.59
55.18
100.50
306.07
210.12
82.07
8.57
24.86
856.04
Investments
373.05
-
-
19.78
1.15
14.28
-
-
-
-
408.26
Note: In computing the above information certain estimates, assumptions and adjustments have been made by
the Management for its regulatory submission.
*Since the disclosure requirement came in effect from the Financial Year 2010-11, the figures in respect of
Financial Year 2008-09 are not presented
(37) As per the Housing Finance Companies (NHB) Directions 2010, non-performing assets are recognised on
the basis of ninety days and above overdue of interest/installment. The Company has made the Provision for
Loans and Other Credit Facilities in respect of Housing and Non-Housing Loans in terms of paragraph 28 of the
Housing Finance Companies (NHB) Directions 2010 and NHB Notification No. NHB.HFC.DIR.3/CMD/2011 dated
August 05, 2011 and NHB.HFC.DIR.4/CMD/2012 dated January 19, 2012. The same is disclosed in terms of
paragraph 29(2) of the Housing Finance Companies (NHB) Directions, 2010 and NHB Circular No.
NHB(ND)/DRS/Pol.No.41/2010-11 dated September 26, 2011.
Particulars
Housing Loans Non Housing Loans
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
As at March
31, 2013
As at March
31, 2012
As at March
31, 2011
Substandard Assets 3,49,04,572 34,66,637 46,03,464 19,32,28,906 1,45,29,074 1,34,72,217
Doubtful Assets-
upto one Year
33,94,680 48,06,129 30,35,556 39,11,88,614 1,24,66,516 5,05,46,530
Doubtful Assets-
one to three Years
84,74,211
24,06,706 -
8,53,94,100
7,89,46,363 33,96,742
Doubtful Assets-
more than three
Years
-
-
- 2,26,68,634
-
-
Loss Assets
-
-
- -
-
-
Provision of
Depreciation on
Investments
-
-
- -
-
-
Total 4,67,73,463 1,06,79,472 76,39,020 69,24,80,254 10,59,41,953 6,74,15,489
Further the Company has made an additional provision as at March 31, 2013 of Rs. 82,23,49,495 (2011-12 Rs.
3,14,80,057, 2010-11 Rs. 3,47,13,662)
The balance loan outstanding as at March 31, 2013 for sub-standard assets is Rs. 1,52,08,89,853 (2011-12 Rs.
11,99,71,406, 2010-11 Rs. 18,07,56,806) out of which housing loan is Rs 23,36,97,149 (Previous Year Rs
23,110,915, 2010-11 Rs. 4,60,34,636) and Non housing loan is Rs 1,28,81,92,704 (2011-12 Rs 9,68,60,491,
2010-11 Rs.13,47,22,170).
The balance loan outstanding as at March 31, 2013 for doubtful assets upto one year category is Rs.
929,664,370 (2011-12 Rs 6,90,90,578, 2010-11 Rs. 26,79,10,427 ) out of which housing loan is Rs
1,35,78,721 (2011-12 Rs 1,92,24,515, Rs. 1,51,77,779) and Non housing loan is Rs 91,60,85,649 (2011-12
Rs. 4,98,66,063, 2010-11 Rs. 25,27,32,649).
The balance loan outstanding as at March 31, 2013 for doubtful assets one to three years category is Rs.
23,46,70,779 (2011-12 Rs. 20,33,82,674, 2010-11 Rs. 1,13,22,474) out of which housing loan is Rs.
2,11,85,529 (2011-12 Rs 60,16,765, 2010-11 Rs. Nil ) and Non housing loan is Rs 21,34,85,250 (2011-12,
Rs.19,73,65,908, 2010-11 Rs. 1,13,22,474).
The balance outstanding as at March 31, 2013 for doubtful assets more than three years category is Rs.
2,26,68,634 (2011-12 Rs. Nil, 2010-11 Rs. Nil) out of which housing loan is Rs Nil (2011-12 Rs Nil, 2010-11,
Rs. Nil ) and Non housing loan is Rs 2,26,88,634 (2011-12 Rs. Nil, 2010-11 Rs. Nil).
221
(38) Provision for contingencies on standard assets and loan assets as on March 31, 2013 amounting to Rs.
4,59,15,98,678 (2011-12 Rs. 51,04,59,152, 2010-11 Rs. 21,09,89,866) includes provisions for non–
performing assets, standard assets and all other contingencies.
The Company has entered into various agreements for the assignment/securitisation of loans with assignees,
wherein it has assigned/securitised a part of its secured loan portfolio amounting to Rs. 56,29,16,85,659
(2011-12 Rs. 37,23,74,47,576, 2010-11 Rs. 21,26,15,85,779, 2009-10 Rs.13,63,07,47,622, 2008-09 Rs.
11,79,44,79,992) upto March 31, 2013, being the principal value outstanding as on the date of the deals that
are outstanding as on the Balance Sheet date.
The Company assigned/securitised various loan portfolios to banks and/or other institutions which are
derecognised in the books of accounts of the Company in terms of accounting policy mentioned at Note 1 (v)
above and residual income on these Loans is being recognised over the life of the underlying loans and not on
an upfront basis.
(39) The Board of Directors at their meeting held on April 27, 2012 had approved the Scheme of Arrangement
involving the merger of Indiabulls Financial Services Limited (IBFSL, the Holding Company) with the Company
in terms of the provisions of Sections 391 to 394 of the Companies Act, 1956 (the “Scheme of Arrangement”).
The Appointed Date of the proposed merger fixed under the Scheme of Arrangement was April 1, 2012. The
Hon?ble High Court of Delhi, vide its Order dated December 12, 2012, received by the Company on February 8,
2013, approved the Scheme of Arrangement (Order). In terms of the Court approved Scheme of Arrangement,
with the filing of the copy of the Order, on March 8, 2013 with the office of ROC, NCT of Delhi & Haryana (the
Effective Date), IBFSL, as a going concern, stands amalgamated with IBHFL with effect from the Appointed
Date, being April 1, 2012 (Under the Accounting Standard 14 - Pooling of interest method). Consequent to the
Scheme of Arrangement becoming effective, the Board of Directors of the Company, at their meeting held on
March 25, 2013, issued and allotted –
i) 31,25,11,167 Equity Shares of Rs. 2 each of the Company,
ii) 2,75,00,000 Warrants of the Company (against the listed warrants of IBFSL), and
iii) 2,07,00,000 Warrants of the Company (against the unlisted warrants of IBFSL held by certain promoter
group entities and Key Management Personnel of IBFSL)
to the Equity Shareholders / Warrants holders of IBFSL, against their holdings in such Equity Shares /
Warrants, as on March 20, 2013 i.e. the record date fixed by IBFSL in this regard. The issue of Equity Shares /
warrants by the Company was in terms of the share exchange ratio as mentioned in the Court approved
Scheme of Arrangement. The Company is in the process of getting its Shares and Warrants (issued in lieu of
listed warrants of IBFSL) listed with National Stock Exchange of India Limited and BSE Limited, for which the
necessary applications are being finalised to be filed with the Stock Exchanges.
(40) The Company being a Housing Finance Company has to follow the concentration of Credit Norms as per
the NHB guidelines. Post merger of Indiabulls Financial Services Limited (the holding company) with the
Company , the company has followed these norms based on the combined Balance sheet of the Company as
merged with the Holding company from March 8, 2013 being the effective date of the merger as per the Order
of the Hon?ble High Court of Delhi.
(41) The Revised Schedule VI has become effective from April 1, 2011 for the preparation of financial
information. The adoption of revised Schedule VI does not impact recognition and measurement principles
followed for preparation and disclosures made in the financial information. This has significantly impacted the
disclosure and presentation made in the financial information. Accordingly, figures for the years ended March
31, 2012, March 31, 2011, March 31, 2010 and March 31, 2009 have been regrouped / reclassified wherever
necessary to correspond with the year ended March 31, 2013, classifications / disclosures.
(42) Restated Adjustments and Material Regrouping:-
Restated
Adjustments:-
For the Year Ended
March 31,
2013
March 31,
2012
March 31,
2011
March 31,
2010
March 31,
2009
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
222
Net profit after Tax as
per audited
accounts(a)
12,27,90,69,554
2,49,98,73,358
78,82,74,190
18,40,64,172
22,35,86,064
Restated Adjustments
relating to
short/excess provision
for tax(b)
1,00,353
(1,55,876)
67,39,470
(65,25,171)
(25,39,780)
Adjusted Profit after
tax(a-b)
12,27,89,69,201
2,50,00,29,234
78,15,34,720
19,05,89,343
22,61,25,844
Material Regrouping
In the Statement of Profit and Loss as Restated, for the years ended March 31, 2011, March 31, 2010
and March 31, 2009, Dividend Income on units of mutual funds, Profit on appreciation of Mutual Fund
Investments and Profit on sale of Investments has been regrouped under the head Revenue from Operations
in line with grouping for years ended March 31, 2012 and March 31, 2013 (Refer Note 24).
In the Statement of Assets and Liabilities as Restated, for the years ended March 31, 2012, March 31,
2011, March 31, 2010 and March 31, 2009, Provision for Loan Assets has been regrouped and netted off
under the head Loans and Advances in line with the grouping for the year ended March 31, 2013 (Refer Note
17).
In the Statement of Profit and Loss as Restated, for the years ended March 31, 2012, March 31, 2011,
March 31, 2010 and March 31, 2009, DSA Commission has been regrouped and netted off under the Other
Operating Income in line with the grouping for the year ended March 31, 2013 (Refer Note 24).
In the Statement of Profit and Loss as restated, for the years ended March 31, 2012, March 31, 2011,
March 31, 2010 and March 31, 2009, Other Bank Charges has been regrouped and disclosed under the
head Other Expenses in line with the grouping of year ended March 31, 2013 (Refer Note 28).
In the Statement of Assets and Liabilities as Restated, for the years ended March 31, 2012, Deposits
Accounts has been regrouped and disclosed under the head Other current Asset in line with the grouping
for the year ended March 31, 2013 (Refer Note 23).
In the Statement of Assets and Liabilities as Restated, for the years ended March 31, 2012, Advance
Interest on Short term borrowings, Security Deposit for Rented Premises and Security Deposit with others has
been regrouped and disclosed under the head Short term Loans and Advances in line with the grouping for
year ended March 31, 2013 (Refer Note 22).
(43) Figures for the years ended March 31, 2009 to March 31, 2012 are not comparable with figures and
Earnings per Share for the year ended March 31, 2013 due to the Scheme of Arrangement between the
Company and the erstwhile Holding company. (Refer Note 39)
(44) The restated financial information has been prepared in the format prescribed by the Revised Schedule VI
to the Companies Act, 1956
(45) Previous years figures have been regrouped / reclassified wherever necessary to correspond with the
current year?s classification / disclosures.
Annexure IX -Restated Statement of Standalone Accounting and Other Ratios
Particulars Amounts in Rs.
As at
31-Mar-13 31-Mar-12 31-Mar-11 31-Mar-10 31-Mar-09
Face Value of Equity Share
2.00
10.00
10.00
10.00
10.00
Earnings per share
-Basic earnings per share
as restated
39.34 16.06 5.71 1.41 1.68
-Diluted earnings per
share as restated
38.12 16.06 5.71 1.41 1.68
Return on net worth (%) 25.70% 26.47% 10.70% 5.37% 6.74%
Net assets value per 152.88 60.66 46.89 26.29 24.85
223
Equity share
Weighted average number
of Equity Shares used in
calculating Basic Earnings
per share
31,21,18,479
15,57,00,000
13,69,83,940
13,50,00,000
13,50,00,000
Weighted average number
of Equity Shares used in
calculating Diluted
Earnings per share
32,21,17,782
15,57,00,000
13,69,83,940
13,50,00,000
13,50,00,000
Total number of Equity
Shares outstanding as at
the end of the year
31,25,11,167
15,56,89,656
15,56,89,656
13,50,00,000
13,50,00,000
Notes:
1. The ratios have been computed as below:
Basic Earnings Per Share = Net Profit as restated attributable to Equity Shareholders
Total Weighted Average Nos. of Equity Shares outstanding
during the year
Diluted Earnings Per Share = Net Profit as restated attributable to Equity Shareholders
(Total Weighted Average Nos. of Equity Shares outstanding
during the year + Potential Weighted Average Nos. of Equity
Shares outstanding during the year)
Return on Net Worth = Net Profit as restated available to Equity Shareholders
Net Worth as restated at the end of the year
Return on Net Worth = Net Worth as restated at the end of the year
Number of Equity Share outstanding at the end of the year
Net worth - Comprises of Paid-up Equity Share Capital, plus Monies received against Share Warrants, plus
Free Reserves including Securities Premium but excluding Revaluation Reserves if any, plus credit balance in
the Statement of Profit & Loss, less Foreign Currency Monetary Item Translation Difference Account,
Intangible Assets and Net Deferred Tax Asset.
Annexure X -Restated Statement of Standalone Tax Reconciliation
Particulars Amounts in Rs.
Year ended
31-Mar-13 31-Mar-12 31-Mar-11 31-Mar-10 31-Mar-09
Profit Before Tax
excluding Long Term
Capital Gains (LTCG)
15,86,12,66,550 3,45,26,60,909 1,09,14,65,919 25,41,59,038 28,22,26,853
Long Term Capital Gain 17,99,00,000 - - - -
Tax rate on Business
Profit
32.445% 32.445% 33.218% 33.990% 33.990%
Tax rate on LTCG 10.815% - - - -
Tax at Applicable Tax
Rates (A)
5,16,56,44,117 1,12,02,15,832 36,25,57,692 8,63,88,657 9,59,28,907
Permanent Differences
Employee Compensation
Expenses
75,63,100 - - - -
Interest on Taxes / FBT 3,79,659 85,08,987 2,06,66,852 1,78,349 25,21,612
Loss on Sale of Fixed
Assets
41,58,906 9,92,001 10,945 12,38,246 2,41,162
Disallowance under
section 14 A, of the
Income Tax Act, 1961
90,00,000 40,00,000 18,52,328 15,07,187 12,86,917
224
Tax Free Income (2,19,00,96,784) (9,16,61,496) (2,80,15,220) (2,68,36,580) (4,49,84,538)
Donation 15,02,500 - - - -
Premium / Discount /
Expenses on Issue of
Debentures (Net of Tax
Impact)
(76,53,84,239) (1,86,77,189) - - -
Other Deductions (1,26,61,14,068) (42,56,28,175) (15,53,32,036) (3,65,25,959) (6,04,79,556)
Total (B) (4,19,89,90,927) (52,24,65,872) (16,08,17,131) (6,04,38,756) (10,14,14,404)
Timing Differences
Disallowance under
Section 40A(7) of the
Income-Tax Act, 1961
1,05,94,731 26,93,461 25,85,126 10,97,109 30,90,814
Disallowance under
Section 43B of the
Income-Tax Act, 1961
10,27,18,992 (20,18,746) 5,88,567 6,55,914 16,05,692
Difference between book
value of Depreciation and
tax value of Depreciation
1,70,47,302 13,15,927 60,45,451 41,01,301 24,13,198
Bad Debts (Net of
Provision)
(70,14,37,773) 10,90,22,196 8,58,45,680 (7,64,92,963) 2,07,78,809
Others 48,85,860 12,19,78,887 23,24,11,054 26,11,38,742 49,01,37,352
Total (C) (56,61,90,888) 23,29,91,725 32,74,75,878 19,05,00,103 51,80,25,865
Total (B+C) (4,76,51,81,815) (28,94,74,147) 16,66,58,747 13,00,61,347 41,66,11,461
Other Tax impacts
Deffered Tax charge for
the year
14,26,16,472 (7,35,63,917) (10,79,86,362) (6,70,26,814) (17,65,13,351)
Tax expense (1,54,60,63,240) (9,39,19,887) 5,53,59,869 4,42,07,852 14,16,06,236
Prior period tax
adjustments
- 55,523 - - -
Total (D) (1,40,34,46,768) (16,74,28,281) (5,26,26,493) (2,28,18,962) (3,49,07,115)
Tax expense for the year
as per Restated
Statement of Profit and
Loss (A+D)
3,76,21,97,349
95,27,87,551
30,99,31,199
6,35,69,695
6,10,21,792
Annexure XI - Restated Standalone Capitalisation Statement
Amounts in Rs.
Particulars Pre- issue as at
March 31, 2013
Post- issue
Short Term Debt 63,81,01,39,094 63,81,01,39,094
Long Term Debt (Including Current Maturities) 2,47,04,76,98,655 2,47,04,76,98,655
Total Debt 3,10,85,78,37,749 3,10,85,78,37,749
Equity Share Capital 62,50,22,334 62,50,22,334
Reserves excluding Foreign Currency Monetary Item
Translation Difference Account
47,66,47,13,808 47,66,47,13,808
Money received against share warrants 1,12,81,50,000 1,12,81,50,000
Total Shareholders' Funds 49,41,78,86,142 49,41,78,86,142
Long Term Debt/Total Shareholders' Funds 5.00 5.00
Annexure XII -Statement of Standalone Dividends
Particulars As at
31-Mar-13 31-Mar-12 31-Mar-11 31-Mar-10 31-Mar-09
Equity Dividend
Equity shares (In nos)
225
31,25,11,167 15,56,89,656 15,56,89,656.00 13,50,00,000 13,50,00,000
Face value (Rs.) 2.00 10.00 10.00 10.00 10.00
Equity Share Capital
(Amount in Rs. )
62,50,22,334
1,55,68,96,560
1,55,68,96,560
1,35,00,00,000
1,35,00,00,000
Rate of Dividend % 999.59% 0.00% 0.00% 0.00% 0.00%
Dividend per Equity
Share (Rs.)
20.00 - - - -
Amount of Dividend
(Rs.)
6,24,76,34,270 0.00 - 0.00 0.00
Dividend Distribution
Tax(Amount in Rs.)
1,02,92,14,438 - - - -
226
Note No. As at March 31, 2013
Amount (Rs.)
3 62,50,22,334
4 49,93,26,06,625
5 1,12,81,50,000
3(viii) 1,44,87,11,226
6 1,82,34,45,98,867
7 7,83,79,523
8 3,69,98,98,484
9 65,81,01,39,094
10 2,85,29,227
11 77,94,34,71,270
12 8,24,86,67,870
3,91,28,81,74,520
13
44,43,42,423
1,13,33,882
4,00,000
14 15,15,55,854
15 1,64,12,86,277
16 2,71,54,75,48,721
17 4,83,72,87,544
18 22,92,73,39,063
19 2,24,47,293
20 48,88,18,06,215
21 37,26,04,59,122
22 3,56,23,68,126
3,91,28,81,74,520
Annexure V: Restated Consolidated Summary Statement of Assets and Liabilities
Particulars
I. EQUITY AND LIABILITIES
(1) Shareholders' funds
Long-term borrowings
Share capital
Reserves and surplus
Money received against share warrants
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions
Other long-term liabilities
Long-term provisions
(4) Current liabilities
(2) Minority Interest
(3) Non-current liabilities
Total
II. ASSETS
(1) Non-current assets
Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
Non-current investments
Current investments
Trade receivables
Cash and bank balances
Short-term loans and advances
Deferred tax assets (net)
Long-term loans and advances
Other non-current assets
(2) Current assets
Other current assets
Total
Note: The above statement should be read with the Notes to the Restated Consolidated
Summary Statement of Assets and Liabilities, Summary Statement of Profit and Loss and
Summary Statement of Cash Flows as appearing in Annexure – VIII.
227
Note No.
For the Year ended
March 31, 2013
Amount (Rs.)
23 47,29,41,57,642
24 48,53,53,542
47,77,95,11,184
25 2,24,54,72,772
26 25,99,08,79,085
13 9,38,45,876
27 2,89,79,41,515
31,22,81,39,248
16,55,13,71,936
3,75,29,34,475
16,55,042
15 13,61,33,548
Total Tax Expense 3,89,07,23,065
(7) Restated Adjustments(Refer Note 37) (16,55,042)
12,66,23,03,913
(9) Minority Interest 7,62,42,468
(10) Profit after Minority interest (8-9) 12,58,60,61,445
33 40.20
38.95
2.00
Particulars
(1) Revenue from operations
Annexure VI: Restated Consolidated Summary Statement of Profit and Loss
Employee benefits expense
Finance costs
(2) Other income
(3) Total revenue (1+2)
(4) Expenses
(5) Profit before tax (3-4)
Depreciation and amortisation expense
Other expenses
Total expenses
(8) Profit after tax (5-6-7)
(6) Tax expense
Current tax expense
Current tax expense relating to prior years
Deferred tax charge (Net)
(11) Earnings Per Equity share:
Basic
Diluted
Face value per Equity share
Note: The above statement should be read with the Notes to the Restated Consolidated
Summary Statement of Assets and Liabilities, Summary Statement of Profit and Loss and
Summary Statement of Cash Flows as appearing in Annexure – VIII.
228
Amount (Rs.) Amount (Rs.)
A Cash flows from operating activities :
Profit before tax 16,55,13,71,936
Adjustments for :
Share of (Profit) in Associate (7,77,845)
Employee Stock Compensation 75,63,100
Provision for Gratuity 1,28,50,578
Provision for Compensated Absences 60,76,184
Provision for Superannuation 9,79,72,503
Provision for Loan Assets 32,35,12,490
Contingent Provisions against Standard Assets 23,95,88,041
Depreciation / Amortisation 9,38,45,876
Bad Loans / Advances written off 66,90,07,097
Loss on sale on Fixed Assets 41,58,906
(10,58,801)
1,45,27,38,129
Operating Profit before working capital changes 18,00,41,10,065
Adjustments for:
Trade and Other Receivables 90,53,75,180
Loans and Advances (56,28,65,90,971)
Trade Payables and other liabilities (Refer Note No. 2 below) 4,37,17,26,098
(51,00,94,89,693)
Cash used in operations (33,00,53,79,628)
Income taxes paid (Net) (3,08,21,17,434)
Net cash used in operating activities (36,08,74,97,062)
B Cash flows from investing activities :
Purchase of Fixed Assets (11,41,25,143)
Sale of Fixed Assets 51,70,554
Capital Advances 2,44,677
Net receipts from Investment in deposit accounts (2,84,45,31,813)
Proceeds from Investments in Mutual Funds / Other Current Investments (Net) 1,91,81,21,441
Aggregate cash flows consequent to conversion of Associate to Subsidiary (Net) 4,23,69,007
Net cash used in investing activities (99,27,51,277)
C Cash flows from financing activities :
Proceeds from Issue of Equity Share through ESOPs (Including Securities Premium) 6,81,87,021
Proceeds from Issue of Share Warrants 1,12,81,50,000
Distribution of Equity Dividends (including Corporate Dividend Tax thereon) (7,43,10,26,841)
Debenture issue expenses (96,29,62,366)
Proceeds from Term loans-(Net) 17,14,76,90,906
Repayment of Commercial Papers (Net) (96,50,00,000)
Net proceeds from issue of Secured Redeemable Non-Convertible Debentures 23,45,39,18,000
Net proceeds from issue of Subordinated Debt 5,33,38,00,000
Proceeds from issue of Perpetual Debt 1,00,00,00,000
Net proceeds from Working capital loans 13,50,00,00,000
Net cash flows from financing activities 52,27,27,56,720
D Exchange difference on translation of balances denominated in foreign currency (64,341)
E Net Increase in cash and cash equivalents (A+B+C+D) 15,19,24,44,040
F Cash and cash equivalents received under Scheme of Arrangement 51,14,16,72,832
G Cash and cash equivalents at the end of the year (E + F) (Refer Note 5 below) 66,33,41,16,872
Notes:
1
2
3
4
5
Cash and Bank Balances
(Ref er Note 20)
48,88,18,06,215
17,83,23,39,063
66,71,41,45,278
Less: In deposit accounts having maturity of more than 3 months 37,81,57,207
Less : Unrealised gains on appreciation of Mutual Fund Investments (Current Investments) 18,71,199
Cash and cash equivalents as restated 66,33,41,16,872
6
7
8
Note: The above statement should be read with the Notes to the Restated Consolidated Summary Statement of Assets and Liabilities,
Summary Statement of Profit and Loss and Summary Statement of Cash Flows as appearing in Annexure – VIII.
Unclaimed Dividend account balances in designated bank accounts are not available for use by the Company.
(Ref er Note 20)
Since this is the first year of preparation of Consolidated Financial Statements of the Company, previous year figures have not been presented.
(Unrealised) gains on appreciation of Mutual Fund Investments (Current Investments)
The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard (AS) - 3 on 'Cash Flow Statements', as
notified under the Companies (Accounting Standards) Rules, 2006, as amended.
Trade payables and other liabilities include Rs. 2,06,35,68,150 being amount payable (net) on assigned loans.
Margin Deposits of Rs. 4,72,56,08,142 have been placed as collateral for Assignment deals on which assignees have a paramount lien.
Cash and cash equivalents at the end of the year include:
Deposits of Rs. 39,77,205 are under lien with Bank.
Current Investments in Units of Mutual Funds / Other Current Investments considered as temporary
deployment of funds
(Ref er Note 18)
The above Cash Flow Statement has been presented after giving effect to the Scheme of Arrangement.
(Ref er Note 36)
March 31, 2013
Restated Consolidated Summary Statement of Cash Flows
For the Year ended
229
(1)
Name of
Associates
Country of
Incorporation
Year /
Period
Ownership
interest (%)
Original cost of
investment
(Rs.)
Share of post
acquisition
Reserves and
Surplus (Rs.)
Carrying cost
of Investment
(Rs.)
Statutory Auditor
*Refer Note 14(2)
v.) Companies included in consolidation:
Country of
Incorporation
Proportion of
Ownership
Interest
Statutory Auditor
India 100% A Sardana & Co.
India 100% A Sardana & Co.
India 100% Sumit Mohit & Company
India 57.50% Deloitte Haskins & Sells
India 100% Sumit Mohit & Company
India 100% A Sardana & Co.
India 100% A Sardana & Co.
India 100% Sumit Mohit & Company
India 100% A Sardana & Co.
India 100% A Sardana & Co.
India 100% A Sardana & Co.
India 100% Sharma Goel & Co.
India 100% Sharma Goel & Co.
India 100% Sharma Goel & Co.
India 100% Sharma Goel & Co.
India 75.00% A Sardana & Co.
Singapore 100%
Indiabulls Asset Holding Company Limited
Indiabulls Life Insurance Company Limited
Indiabulls Asset Management Company Limited
01-April-2012 to 31-March-2013
i.) Basis of Consolidation:
The consolidated financial informations are prepared in accordance with Accounting Standard (AS) - 21 on „Consolidated Financial Statements? and
Accounting Standard (AS) - 23 on „Accounting for Investments in Associates in Consolidated Financial Statements? as notified by the Companies
(Accounting Standards) Rules, 2006, as amended. Reference in these notes to the Company, Holding Company, Companies or Group shall mean to
include Indiabulls Housing Finance Limited (“the Company", "IBHFL”) and / or any of its subsidiaries, unless otherwise stated.
ii.) Principles of Consolidation:
The Consolidated Financial Information relate to Indiabulls Housing Finance Limited (the „Company? „Parent?) and its direct and indirect subsidiaries
and associate company (collectively referred to as „the Group?). The consolidated financial information have been prepared using uniform accounting
policies and on the following basis:
(i) The financial informations of the Company and its subsidiaries have been combined on a line-by-line basis by adding together the book values of like
items of assets, liabilities, income and expenses, after eliminating intra-group transactions and intra-group balances and resultant unrealised profits/
losses.
(ii) Minority Interest?s share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income of the Group in order to
arrive at the net income attributable to the shareholders of the Company.
(iii) Investments of the Group in associate companies is accounted as per the Equity Method under Accounting Standard 23 – „Accounting for
Investments in Associates in Consolidated Financial Statements?.
(iv) The financial informations of the subsidiaries and associate company used in the consolidated financial statements are consolidated from the date
of the acquisition and are drawn up to the same reporting date as of the Company.
iii.) Goodwill / Capital Reserve on consolidation:
Goodwill / Capital Reserve represents the difference between the Company?s share in the net worth of subsidiaries, and the cost of acquisition at each
point of time of making the investment in the subsidiaries. For this purpose, the Company?s share of net worth is determined on the basis of the latest
financial informations prior to the acquisition after making necessary adjustments for material events between the date of such financial informations
and the date of the respective acquisition. Capital Reserve on consolidation is adjusted against Goodwill on consolidation, if any. The Goodwill on
consolidation is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may have been impaired.
iv.) Investment in Associates
Investment in entities in which the holding Company has significant influence but not a controlling interest are reported according to the equity method
i.e. the investment is initially recorded at cost, identifying any goodwill / capital reserve arising at the time of acquisition. The carrying amount of the
investment is adjusted thereafter for the post acquisition change in the investor?s share of net assets of the investee. The consolidated Statement of
Profit and Loss includes the investor?s share of results of the operations of the investee.
The particulars of investment in associate companies as at March 31, 2013 are as under:
Indiabulls Infrastructure Credit Limited
Indiabulls Advisory Services Limited
Nilgiri Financial Consultants Limited
Indiabulls Finance Company Private Limited
Indiabulls Capital Services Limited
Indiabulls Asset
Reconstruction
Company Limited*
India 24.02% 1,22,50,000
01-April-
12 to 10-
January-
13
41,71,968 -
01-April-2012 to 31-March-2013
01-April-2012 to 31-March-2013
Name of subsidiaries
Ibulls Sales Limited
Indiabulls Insurance Advisors Limited
01-April-2012 to 31-March-2013
01-April-2012 to 31-March-2013
01-April-2012 to 31-March-2013
Indiabulls Trustee Company Limited
Indiabulls Holdings Limited
01-April-2012 to 31-March-2013
01-April-2012 to 31-March-2013
Annexure VIII: Notes forming part of Restated Consolidated Summary Statements
Indiabulls Collection Agency Limited
01-April-2012 to 31-March-2013
01-April-2012 to 31-March-2013
01-April-2012 to 31-March-2013
A Sardana & Co.
01-April-2012 to 31-March-2013
Year / Period ended included In
consolidation
01-April-2012 to 31-March-2013
Significant Accounting Policies
01-April-2012 to 31-March-2013
01-April-2012 to 31-March-2013
01-April-2012 to 07-February-2013
Indiabulls Asset Reconstruction Company
Limited* 11-January-2013 to 31-March-2013
Indiabulls Venture Capital Management
Company Limited
Indiabulls Venture Capital Trustee Company
Limited
Indiabulls Alternative Asset Management Private
Limited**
230
*Refer Note 14(2)
vi.) Basis of Accounting:
The financial informations are prepared under the historical cost convention on an accrual basis in accordance with the Generally Accepted Accounting
Principles in India (Indian GAAP) and Accounting Standards (AS) as notified by the Companies (Accounting Standards) Rules, 2006, as amended.
vii.) Prudential Norms:
The Company follows The Housing Finance Companies (NHB) Directions, 2010 ("NHB Directions, 2010") as amended from time to time, in respect of
income recognition, income from investments, accounting of investments, asset classification, disclosures in the Balance Sheet and provisioning. The
Non Banking Financial Companies in the Group follows the Reserve Bank of India (“RBI”) Directions in respect of “Non-Banking Financial (Non-Deposit
Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 dated February 22, 2007 and as amended from time to time
(“RBI Directions, 2007”), in respect of income recognition, income frominvestments, accounting of investments, asset classification, disclosures in the
Balance Sheet and provisioning. Accounting Standards (AS) as notified by the Companies (Accounting Standards) Rules, 2006, as amended and
Guidance Notes issued by The Institute of Chartered Accountants of India (“ICAI”) are followed insofar as they are not inconsistent with the NHB
Directions, 2010 / RBI Directions, 2007 .
viii.) Use of Estimates:
The preparation of financial informations in conformity with Indian GAAP requires the Management to make estimates and assumptions that affect the
reported amount of assets and liabilities on the date of the financial informations and the reported amount of revenues and expenses during the
reporting period. Differences between the actual result and estimates are recognised in the year in which the results are known / materialised.
** Struck off from the records of Accounting and Corporate Regulatory Authority of Singapore on February 7, 2013 (Refer Note 14(3)).
The consolidated financial informations are presented, to the extent possible, in the same format as that adopted by the holding Company for its
independent financial informations.
xii.) Depreciation / Amortisation:
Depreciation on tangible fixed assets is provided on straight-line method at the rates specified in Schedule XIV to the Companies Act, 1956.
Depreciation on additions to fixed assets is provided on a pro-rata basis from the date the asset is put to use. Leasehold improvements are amortised
over the period of Lease. Depreciation on sale / deduction from fixed assets is provided for up to the date of sale / deduction, as the case may be.
Assets costing less than Rs. 5,000 each are fully depreciated in the year of capitalisation.
Intangible assets consisting of Software are amortised on a straight line basis over a period of four years fromthe date when the assets are available
for use.
ix.) Revenue Recognition:
Interest Income from financing and investing activities and others is recognised on an accrual basis. In terms of the NHB Directions, 2010 / RBI
Directions, 2007 interest income on Non-performing assets ('NPAs') is recognised only when it is actually realised.
Processing Fees in respect of loans given is recognised on sanction / disbursement as per the terms of the contract.
Income from Fee based Advisory Services is recognised on an accrual basis.
Commission on insurance policies sold is recognised when the Company under its agency code sells the insurance policies and when the same is
accepted by the principal insurance company.
Repayment of loans is as stipulated in the respective loan agreements or by way of Equated Monthly Installments (EMI?s) comprising principal and
interest. EMI?s commence once the entire loan is disbursed. Pending commencement of EMI's, Pre-EMI interest is payable every month and accounted
for on accrual basis.
Dividend income on Equity Shares is recognised when the right to receive the dividend is unconditional as at the Balance Sheet date. In terms of the
Housing Finance Companies (NHB) Directions 2010 / RBI Directions, 2007 wherever applicable, Dividend Income on units of Mutual Fund(s) held by
the Company are recognised on cash basis as per the NHB Directions, 2010.
Interest Income on Inter Corporate Deposits and Deposit Accounts are recognised on accrual basis.
Transactions in respect of Investment / Dealing in Securities are recognised on trade dates.
Income from management fees are recognised on an accrual basis in accordance with the SEBI regulations.
xi.) Fixed Assets:
(a) Tangible Assets:
Tangible fixed assets are stated at cost, net of tax / duty credits availed, less accumulated depreciation / impairment losses, if any. Cost includes
original cost of acquisition, including incidental expenses related to such acquisition and installation.
(b) Intangible Assets:
Intangible assets are stated at cost, net of tax / duty credits availed, less accumulated amortisation / impairment losses, if any. Cost includes original
cost of acquisition, including incidental expenses related to such acquisition.
x.) Securitisation / Assignment of Loan portfolio:
Derecognition of loans assigned/securitised in the books of the Company, recognition of gain / loss arising on securitisation /assignment and
accounting for credit enhancements provided by the Company is based on the guidelines issued by Institute of Chartered Accountants of India.
Derecognition of loans assigned / securitised in the books of the Company is based on the principle of surrender of control over the loans resulting in a
“true sale” of loans.
ResiduaI income on Assignment / Securitisation of Loans is recognised over the life of the underlying loans and not on an upfront basis.
Credit enhancement in the form of cash collateral, if provided by the Company, by way of deposits is included under Cash and bank balances / Loans
and Advances, as applicable.
231
xix.) Borrowing Cost:
Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalised as part of cost of the asset. All
other borrowing costs are charged to the Statement of Profit and Loss.
xiii.) Impairment of Assets:
The Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the
Company estimates the recoverable amount of the asset. The recoverable amount is the higher of an asset?s net selling price and its value in use. If
such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount,
the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Statement of Profit
and Loss. If at the Balance Sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is
reassessed and the asset is reflected at the recoverable amount.
xv.) Share/Debenture Issue Expenses and Premium/Discount on Issue:
Share/Debenture issue expenses, net of tax, are adjusted against the Securities Premium Account, as permissible under Section 78(2) of the
Companies Act, 1956, to the extent of balance available and thereafter, the balance portion is charged to the Statement of Profit and Loss, as incurred.
Premium/Discount on Issue of debentures, net of tax, are adjusted against the Securities Premium Account, as permissible under Section 78(2) of the
Companies Act, 1956, to the extent of balance available and thereafter, the balance portion is charged to the Statement of Profit and Loss, as incurred.
xiv.) Taxes on Income:
Current tax is determined as the tax payable in respect of taxable income for the year and is computed in accordance with relevant tax regulations.
Deferred tax resulting from timing differences between accounting income and taxable income is accounted for at the tax rates and the tax laws
substantively enacted as at the Balance Sheet date, to the extent that the timing differences are expected to crystallise / capable of reversal in one or
more subsequent periods..
Deferred Tax Assets are recognised where realisation is reasonably certain whereas in case of carried forward losses or unabsorbed depreciation,
deferred tax assets are recognised only if there is virtual certainty of realisation backed by convincing evidence that there will be sufficient future taxable
income available to realise such assets. Deferred Tax Assets are reviewed for the appropriateness of their respective carrying values at each Balance
Sheet date.
xvii.) Employee benefits:
The Company?s contribution to Provident Fund is charged to the Statement of Profit and Loss. The Company has unfunded defined benefit plans as
Compensated Absences and Gratuity for all eligible employees, the liability for which is determined on the basis of an actuarial valuation at the end of
the year using the 'Projected Unit Credit Method'. Actuarial gains and losses comprise experience adjustments and the effects of change in actuarial
assumptions and are recognised in the Statement of Profit and Loss as income or expenses, as applicable. Superannuation (Pension & Medical
coverage) payable to a Director on retirement is actuarially valued at the end of the year using the Projected Unit Credit Method. Actuarial gains and
losses comprise experience adjustments and the effects of change in actuarial assumptions and are recognised in the Statement of Profit and Loss as
income or expenses as applicable.
xviii.) Commercial Papers:
The liability is recognised at the face value of the Commercial Paper at the time of its issue. The discount on issue of Commercial Papers is amortised
over the tenure of the instrument.
xx.) Deferred Employee Stock Compensation Cost:
Deferred employee stock compensation cost for stock options are recognised on the basis of generally accepted accounting principles and are
measured by the difference between the intrinsic value of the Company?s shares of stock options at the grant date and the exercise price to be paid by
the option holders. The compensation expense is amortised over the vesting period of the options. The fair value of options for disclosure purpose is
measured on the basis of a valuation certified by an independent firm of Chartered Accountants in respect of stock options granted.
xvi.) Investments:
Investments are classified as long term and current investments. Long term investments are carried individually at cost less provision, if any, for
diminution other than temporary in the value of such investments. In terms of NHB Directions, 2010, quoted Current investments are valued at lower of
cost or market value. Unquoted current investments in units of Mutual Funds are valued as per Net Asset Value of the Plan. Provision for diminution in
value of investments is made in accordance with the NHB Directions, 2010 and Accounting Standard (AS) - 13 „Accounting for Investments? as notified
by the Companies (Accounting Standards) Rules, 2006, as amended.
xxi.) Leases:
In case of assets taken on operating lease, the lease rentals are charged to the Statement of Profit and Loss on a straight line basis in accordance with
Accounting Standard (AS) 19 – Leases as notified by the Companies (Accounting Standards) Rules, 2006, as amended.
xxii.) Segment Reporting:
The Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organisation and management
structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are
evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.
xxiii.) Derivative Transactions:
The Company has entered into Interest Rate Swap (IRS) and Foreign Currency Options(FCO). All outstanding IRS contracts and FCO contracts are
marked-to-market as at the year end. Losses are recognised in the Statement of Profit and Loss based on category of contracts and gains towards
category of contracts are ignored, in line with the Announcement made by the ICAI dated March 29, 2008. Any profit/loss arising on
cancellation/unwinding of IRS contracts and FCO contract are recognised as income or expenses for the period. Premium / discount on IRS / FCO
contract which are not intended for trading or speculation purposes, are amortised over the period of the contracts if such contracts relate to monetary
items as at the Balance Sheet date, except in case where they relate to the acquisition or construction of fixed assets, in which case, they are adjusted
to the carrying cost of such assets.
232
(2)
xxvii.) Equity Index / Stock Futures:
a) Initial Margin – Equity Index/ Stock Futures, representing the initial margin paid, and Margin Deposits representing additional margin paid over and
above the initial margin, for entering into a contract for equity index/ stock futures which are released on final settlement/squaring-up of the underlying
contract, are disclosed under Loans and Advances.
b) Equity index/ stock futures are marked-to-market on a daily basis. Debit or credit balance disclosed under Loans and Advances or Current
Liabilities, respectively, in the Mark-to-Market Margin – Equity Index/ Stock Futures Account, represents the net amount paid or received on the basis of
movement in the prices of index/ stock futures till the Balance Sheet date.
c) As on the Balance Sheet date, profit/loss on open positions in equity index/ stock futures is accounted for as follows:
• Credit balance in the Mark-to-Market Margin – Equity Index/Stock Futures Account, being the anticipated profit, is ignored and no credit for the same
is taken in the Statement of Profit and Loss.
• Debit balance in the Mark-to-Market Margin – Equity Index/Stock Futures Account, being the anticipated loss, is adjusted in the Statement of Profit
and Loss.
d) On final settlement or squaring-up of contracts for equity index/stock futures, the profit or loss is calculated as the difference between the
settlement/squaring-up price and the contract price. Accordingly, debit or credit balance pertaining to the settled/squared-up contract in Mark-to-Market
Margin – Equity Index/Stock Futures Account after adjustment of the provision for anticipated losses is recognised in the Statement of Profit and Loss.
When more than one contract in respect of the relevant series of equity index/stock futures contract to which the squared-up contract pertains is
outstanding at the time of the squaring-up of the contract, the contract price of the contract so squared-up is determined using the weighted average
cost method for calculating the profit/loss on squaring-up.
Corporate Information:
The Board of Indiabulls Housing Finance Limited (100% subsidiary of "IBFSL") and Indiabulls Financial Services Limited ("IBFSL") at their meeting
held on April 27, 2012 had approved the Scheme of Arrangement involving the reverse merger of IBFSL with the Company in terms of the provisions of
Sections 391 to 394 of the Companies Act, 1956 (the “Scheme of Arrangement”). The Appointed Date of the proposed merger fixed under the Scheme
was April 1, 2012. The Hon?ble High Court of Delhi, vide its Order dated December 12, 2012, received by the Company on February 8, 2013, approved
the Scheme of Arrangement. In terms of the Court approved Scheme of Arrangement, with the filing of the copy of the Order, on March 8, 2013, with the
office of ROC, NCT of Delhi & Haryana (the Effective Date), IBFSL, as a going concern, stands amalgamated with IBHFL with effect from the Appointed
Date, being April 1, 2012. Since this is the first year of preparation of Consolidated Financial Informations of the Company, therefore previous year
figures are not presented.
Indiabulls Financial Services Limited ( “IBFSL”) was incorporated on January 10, 2000 as a Private Limited Company. On March 30, 2001, the
Company was registered under Section 45-IA of the Reserve Bank of India (RBI) Act, 1934 to carry on the business of a Non-Banking Financial
Company. The Company was converted into a public limited Company pursuant to Section 44 of the Companies Act, 1956 on February 03, 2004.
Indiabulls Housing Finance Limited (“the Company”) ("IBHFL") was incorporated on May 10, 2005. On December 28, 2005 the Company was
registered under Section 29A of the National Housing Bank Act, 1987 to commence / carry on the business of a Housing Finance Institution without
accepting public deposits. The Company is required to comply with provisions of the National Housing Bank Act, 1987, the Housing Finance
Companies (NHB) Directions, 2010 and other guidelines / instructions / circulars. issued by the National Housing Bank from time to time.
xxiv.) Foreign Currency Transactions and Translations :
i. Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of transaction.
ii. Monetary items denominated in foreign currencies at the year end are translated at year end rates. In case of Forward Foreign Exchange Contract
(FEC), the difference between the year-end rate and the rate on the date of the contract is recognised as exchange difference and the premium on such
forward contracts is recognised over the life of the forward contract. Any profit/loss arising on cancellation or renewal of forward contract is recognised
as income or expense for the period.
iii. Non monetary foreign currency items are carried at cost.
iv. Exchange differences arising on settlement / restatement of short-term foreign currency monetary assets and liabilities of the Company are
recognised as income or expense in the Statement of Profit and Loss.
v. The exchange differences arising on settlement / restatement of long-term monetary items which do not relate to acquisition of depreciable fixed
assets are amortised over the maturity period / upto the date of settlement of such monetary items, whichever is earlier, and charged to the Statement of
Profit and Loss. The unamortised exchange differences are carried in the Balance Sheet as “Foreign Currency Monetary Item Translation Difference
Account” net of the tax effect thereon, where applicable.
xxvi.) Stock of Securities:
Stock of securities is valued at lower of cost and net realisable value. Cost is determined on weighted average basis.
The Company is engaged in the business to provide finance and to undertake all lending and finance to any person or persons, co-operative society,
association of persons, body of individuals, companies, institutions, firms, builders, developers, contractors, tenants and others either at interest or
without and/or with or without any security for construction, erection, building, repair, remodeling, development, improvement, purchase of houses,
apartments, flats, bungalows, rooms, huts, townships and/or other buildings and real estate of all descriptions or convenience there on and to equip the
same or part thereof with all or any amenities or conveniences, drainage facility, electric, telephonic, television, and other installations, either in total or
part thereof and /or to purchase any free hold or lease hold lands, estate or interest in any property and such other activities as may be permitted under
the Main Objects of the Memorandum of Association of the Company.
xxv.) Provisions, Contingent Liabilities and Contingent Assets:
A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be
required to settle the obligation in respect of which a reliable estimate can be made. Contingent liability is disclosed for (1) Possible obligations which
will be confirmed only by future events not wholly within the control of the Company or (2) Present obligations arising from past events where it is not
probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation can not be made.
Contingent Assets are neither recognised nor disclosed.
233
March 31, 2013
Amount (Rs.)
(3) Share Capital
Authorised
3,00,00,00,000 Equity Shares of face value Rs. 2 each 6,00,00,00,000
1,00,00,00,000 Preference Shares of face value Rs.10 each 10,00,00,00,000
Issued, subscribed and fully paid up
(i) to (viii)
31,25,11,167 Equity Shares of Face Value Rs. 2 each fully paid up 62,50,22,334
62,50,22,334
Particulars
No. of Shares Amount (Rs.)
31,25,11,167 62,50,22,334
Closing Balance 31,25,11,167 62,50,22,334
No. of Shares
held
% of Holding
Mr. Sameer Gehlaut 3,76,01,278 12.03%
1,89,87,083 6.08%
Mr. Rajiv Rattan 1,87,80,253 6.01%
1,57,17,165 5.03%
Non - Promoters
2,18,48,131 6.99%
1,89,62,353
6.07%
S. No.
1
2
3
(i) Indiabulls Financial Services Limited ("Erstwhile Holding Company") had issued Global Depository Receipts (GDR's) which were transferred under
the Scheme of Arrangement. As at March 31, 2013 56,08,131 GDR?s were outstanding and were eligible for conversion into Equity Shares. The
Company does not have information with respect to holders of these GDR's. Holders of Global Depository Receipts (GDRs) will be entitled to receive
dividends, subject to the terms of the Deposit Agreement, to the same extent as the holders of Equity Shares, less the fees and expenses payable
under such Deposit Agreement and any Indian tax applicable to such dividends. Holders of GDRs will not have voting rights with respect to the
Deposited Shares. The GDRs may not be transferred to any person located in India including Indian residents or ineligible investors except as permitted
by Indian laws and regulations.
HSBC Global Investment Funds A/C HSBC Global Investment Funds Mauritius
Limited
IBFSL – ICSL Employees Stock Option Plan 2006
IBFSL - ICSL Employees Stock Option Plan II – 2006
Employees Stock Option Plan - 2008
ERSTWHILE ICSL PLANS
(v) Employees Stock Options Schemes:
Indiabulls Financial Services Limited ("Erstwhile Holding Company") (Refer Note 36) and its erstwhile subsidiary, Indiabulls Credit Services Limited
(“ICSL”) had announced ESOS / ESOP schemes for its employees and the employees of other group companies whereas each option represents one
Equity Share of the Company. The Company has adopted the ESOS / ESOP schemes in respect of its employees. A Compensation Committee
constituted by the Board of Directors administers each of the plans.
Mr. Saurabh Kumar Mittal
*Includes 7,06,596 Equity Shares of Rs. 2 each issued during the year, under various ESOP Schemes by the Erstwhile Holding Company aggregating
to Rs. 14,13,192.
Copthall Mauritius Investment Limited
The Company has only one class of Equity Shares of face value Rs. 2 each each fully paid up. Each holder
of Equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors, if any,
is subject to the approval of the Shareholders in the ensuing Annual General Meeting, if applicable.
(ii) 31,25,11,167 Equity Shares were allotted by the Company, for consideration other than cash to the shareholders of Erstwhile Holding Company
pursuant to and in terms of the Scheme of Arrangement, approved by the Hon?ble High Court of Delhi vide its Order dated December 12, 2012, which
came into effect on March 8, 2013 from the Appointed Date April 1, 2012.
(Ref er Note 36)
Orthia Land Development Private Limited
In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining
assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to
the number of Equity Shares held by the Shareholders.
March 31, 2013
As at
(iv) Shares held by each Shareholder holding more than 5% shares
(iii) Reconciliation of the number of shares and amount outstanding at the
beginning and at the end of financial year:-
(a) Stock option schemes of the Erstwhile Holding Company including schemes in lieu of stock options schemes of erstwhile fellow
subsidiary Indiabulls Credit Services Limited transferred under the Court approved Scheme of Arrangement
(Refer Note 36)
:
Equity Shares
Equity Shares of Rs. 2 Each issued during the year to under the Scheme of
Arrangement*
Promoters and promoter group company
234
IBFSL – ICSL
Employees
Stock Option
Plan 2006
IBFSL – ICSL
Employees Stock
Option
Plan II – 2006
Employees
Stock Option
Plan - 2008
Employees Stock
Option Plan - 2008
-Regrant
14,40,000 7,20,000 75,00,000 N.A.
14,40,000 7,20,000 75,00,000 N.A.
Four years,25%
each year
Four years,25%
each year
Ten years,15%
First year, 10%
for next eight
years and 5% in
last year N.A.
1st April 1st November 8th December 31st December
Eight years,
12% each year
for 7 years and
16% during the
8th year
Nine years,11%
each year for 8
years and 12%
during the 9th year N.A.
Ten years, 10% for
every year
41.67 100.00 95.95 125.90
4 years from
each vesting
date
5 years from
each vesting date
5 years from
each vesting
date
5 years from each
vesting date
3,70,556 1,64,268 36,89,793 1,18,155
N.A N.A N.A N.A
N.A N.A N.A 31-Dec-09
63,558 27,429 4,95,558 11,460
65,046 21,186 5,47,026 18,990
- - - -
- - - -
8,600 10,320 99,208 11,250
- - - N.A
2,96,910 1,32,762 30,43,559 87,915
21,492 24,328 3,39,962 12,420
64 80 90 97
Employees
Stock Option
Plan - 2008-
Regrant
IBFSL – ICSL
Employees Stock
Option
Plan 2006-
Regrant
Employees
Stock Option
Plan - 2008-
Regrant
IBFSL – ICSL
Employees Stock
Option
Plan II - 2006-Regrant
N.A. N.A. N.A. N.A.
N.A. N.A. N.A. N.A.
N.A. N.A. N.A. N.A.
16th July 27th August 11th January 27th August
Ten years, 10%
for every year
Ten years, 10% for
every year
Ten years, 10%
for every year
Ten years, 10% for
every year
158.50 95.95 153.65 100.00
5 years from
each vesting
date
5 years from each
vesting date
5 years from
each vesting
date
5 years from each
vesting date
2,11,400 3,16,000 1,90,668 1,75,200
N.A. N.A. N.A. N.A.
16-Jul-10 27-Aug-09 11-Jan-11 27-Aug-09
22,940 39,500 20,000 21,900
26,680 - 27,668 -
- - - -
- - - -
13,000 - - -
N.A N.A N.A N.A
1,71,720 3,16,000 1,63,000 1,75,200
200 39,500 3,000 21,900
105 95 110 95
N.A. - not applicable
Particulars
Expired during the year (Nos.)
Options vested during the year (Nos.)
Exercised during the year (Nos.)
Re-grant Date
Lapsed during the year
Re-granted during the year
Outstanding at the end of the year (Nos.)
Exercisable at the end of the year (Nos.)
Remaining contractual Life (Weighted Months)
Cancelled during the year
Lapsed during the year
Re-granted during the year
Exercisable at the end of the year (Nos.)
Vesting Period and Percentage
Cancelled during the year
Re-grant Addition
(b) IHFL ESOS - 2013
The members of the Company at their Meeting dated March 6, 2013 approved the IHFL ESOS - 2013 scheme consisting of 3,90,00,000 stock options
representing 3,90,00,000 fully paid up Equity Shares of Rs. 2 each of the Company to be issued in one or more tranches to eligible employees of the
Company or to eligible employees of the subsidiaries of the Company. The same has not yet been granted till March 31, 2013.
Particulars
Vesting Date
Revised Vesting Period & Percentage
Exercisable Period
Outstanding at the beginning of the year(Nos.)
Remaining contractual Life (Weighted Months)
Outstanding at the end of the year (Nos.)
Total Options under the Scheme
Options issued
Exercised during the year (Nos.)
Expired during the year (Nos.)
Options issued
Vesting Period and Percentage
Re-grant Date
Options vested during the year (Nos.)
Exercise Price (Rs.)
Total Options under the Scheme
(c) The other disclosures in respect of the ESOS / ESOP Schemes are as under:-
Vesting Date
Re-grant Addition
Revised Vesting Period & Percentage
Exercise Price (Rs.)
Exercisable Period
Outstanding at the beginning of the year(Nos.)
235
ESOP – 2008
Regrant
ESOP – 2008
Regrant
IBFSL – ICSL
Employees Stock
Option Plan 2006-
Regrant
IBFSL – ICSL
Employees
Stock Option
Plan II 2006-
Regrant
ESOP – 2008 Regrant
Rs 125.90 Rs. 158.50 Rs. 95.95 Rs. 100.00 Rs. 153.65
99.61% 99.60% 75.57% 75.57% 99.60%
Nil Nil Nil Nil Nil
9.80 Years 9.80 Years 9.80 Years 9.80 Years 9.80 Years
3.19% 2.89% 4.69% 4.50% 2.98%
83.48 90.24 106.3 108.06 84.93
7.59% 7.63% 7.50% 7.50% 7.63%
For the year ended
March 31, 2013
Amount (Rs.)
12,66,23,03,913
11,66,22,031
12,54,56,81,882
4,09,85,070
12,50,46,96,812
40.20
40.06
38.95
38.82
As at
March 31, 2013
Amount (Rs.)
(4) Reserves and Surplus
Capital Reserve
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
13,91,96,727
Closing Balance 13,91,96,727
Capital Reserve on consolidation
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
44,90,38,269
Add: Addition during the year
(1)
88,54,788
Closing Balance
$
45,78,93,057
Capital Redemption Reserve
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
6,36,27,392
Closing Balance 6,36,27,392
Less : Stock-based compensation expense determined under fair value based method: [Gross Rs.39,08,50,276] (Pro forma)
Net Profit available to Equity Share holders (as reported)
(viii) Minority Interest includes:
1) As at March 31, 2013, 32,33,696 Equity Shares of Face Value Rs.10 each fully paid up issued by subsidiary company Indiabulls Finance Company
Private Limited.
2) As at March 31, 2013, 12,75,000 Equity Shares of Face Value Rs.10 each fully paid up issued by subsidiary company Indiabulls Asset
Reconstruction Company Limited.
3) Proportionate share in the movement in Reserves & Surplus of the said subsidiary.
Option Life (Weighted Average)
(vii) 5,25,87,066 Equity Shares of Rs. 2 each are reserved for issuance as follows:-
(a) 43,87,066 shares of Rs. 2 each towards Employees Stock options granted.
(b) 4,82,00,000 shares of Rs. 2 each towards outstanding share warrants.
Expected forfeiture percentage on each vesting
date
Exercise price
The Fair value of the options as determined by an Independent firm of Chartered Accountants, which has been regranted by the Erstwhile Holding
Company under the respective plans using the Black-Scholes Merton Option Pricing Model based on the following parameters are as under:-
(vi) Pursuant to the Scheme of Arrangement the Authorised Capital of the Company has been rearranged to Rs.16,00,00,00,000 divided into
3,00,00,00,000 Equity Shares of Rs. 2 each and 1,00,00,00,000 Preference shares of Rs.10 each.
Expected Dividends yield
Weighted Average Fair Value (Rs.)
Expected volatility*
Basic earnings per share (Pro forma)
Diluted earnings per share (as reported)
Diluted earnings per share (Pro forma)
Particulars
Particulars
Less: Share of Minority (including share of Reserve Fund)
*The expected volatility was determined based on historical volatility data.
Risk Free Interest rate
Net Profit After Tax
Fair Value Methodology:
As the erstwhile ICSL Plans / erstwhile Plans were issued based on the fair value of the options on the date of the grant, there is no impact of the same
on the net profit and earnings per share. The ESOP - 2008 (including re-grant) were issued at the Intrinsic value of the options on the date of the grant.
Had the compensation cost for the stock options granted under ESOP – 2008 (including re-grant) been determined based on the fair value approach,
the Company?s net profit and earnings per share would have been as per the pro forma amounts indicated below:-
Net Profit available to Equity Shareholders (as per Pro forma)
Basic earnings per share (as reported)
236
As at
March 31, 2013
Amount (Rs.)
Securities Premium Account
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
32,21,81,92,509
6,67,73,829
32,28,49,66,338
Less: Debenture issue expenses (Net of tax effect of Rs. 22,76,18,812) 68,29,30,943
1,81,80,84,554
Closing Balance 29,78,39,50,841
Stock Compensation Adjustment
(Refer Note 36)
Employee Stock options outstanding 6,14,03,350
Less: Deferred Employee Stock Compensation expense 1,87,94,365
Less: Transferred to Securities Premium account 1,22,80,670
Closing Balance 3,03,28,315
General Reserve
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
2,39,62,32,769
Add: Amount transferred during the year from Surplus in the Statement of Profit and Loss 1,22,80,00,000
Closing Balance 3,62,42,32,769
Foreign Currency Monetary Item Translation Difference Account
(2)
Transfer during the Year (2,75,23,476)
Closing Balance (2,75,23,476)
Other Reserves:-
Special Reserve u/s 36(1)(viii) of Income Tax Act, 1961
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
89,00,00,000
Add: Amount transferred during the year from Surplus in the Statement of Profit and Loss
(3)
4,80,48,204
Less: Transferred to Minority Interest 1,72,58,062
Closing Balance 92,07,90,142
Statutory Reserve
Reserve (I)
(4)
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
96,38,08,922
Add: Amount transferred during the year from Surplus in the Statement of Profit and Loss 2,45,58,13,911
Closing Balance 3,41,96,22,833
Reserve (II)
(5)
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
5,32,78,10,721
Add: Amount transferred during the year from Surplus in the Statement of Profit and Loss 6,93,51,042
Less: Amount transferred to Minority Interest 2,31,21,501
Closing Balance 5,37,40,40,262
Additional Reserve Fund (U/s 29C of the National Housing Bank Act, 1987)
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
2,06,95,52,909
Add: Additions during the year 2,00,00,00,000
Less: Amount Transferred during the year
(6)
1,32,02,00,000
Closing Balance 2,74,93,52,909
Surplus in the Statement of Profit and Loss
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note.36)
3,88,90,95,274
Net Profit for the year after tax and Minority Interest 12,58,60,61,445
Amount available for appropriation (A) 16,47,51,56,719
Appropriations:
Interim Dividend paid on Equity Shares (Rs. 13.50 Per Share) 4,21,50,19,939
Interim Dividend payable on Equity Shares (Rs. 6.50 Per Share) 2,03,13,22,586
12,91,745
Corporate Dividend Tax on Interim Dividend paid on Equity Shares 68,37,81,610
Corporate Dividend Tax on Interim Dividend payable on Equity Shares 34,52,23,274
Corporate Dividend Tax on Dividend for the previous year on Equity Shares issued by the Erstwhile Holding Company
after the year end pursuant to ESOPs Allotment 2,09,554
Transferred to General Reserve 1,22,80,00,000
Transferred to Special Reserve (U/s 36(1)(viii) of the Income Tax Act, 1961) 4,80,48,204
Transferred to Special Reserve (U/s 29C of the National Housing Bank Act, 1987) 2,45,58,13,911
Transferred to Additional Reserve (U/s 29C of the National Housing Bank Act, 1987) 2,00,00,00,000
Transferred to Reserve Fund (U/s 45-IC of the RBI Act,1934) 6,93,51,042
Total Appropriations (B) 13,07,80,61,865
Balance of Profit Carried Forward (A)-(B) 3,39,70,94,854
49,93,26,06,625
Dividend for the previous year on Equity Shares issued by the Erstwhile Holding Company after the year end pursuant to
ESOPs Allotment
Add: Additions during the year on account of Shares issued under ESOP Schemes
Less: Premium on Redemption of Non Convertible Debentures (Including Discount) (Net of tax effect of Rs.
60,59,62,066)
237
As at
March 31, 2013
Amount (Rs.)
2,23,95,88,041
32,35,12,490
2,56,31,00,531
(5)
As at
March 31, 2013
Amount (Rs.)
(6) Long-term borrowings
Secured
Redeemable, Non Convertible Debentures
(Ref er Note 28 (i))*
58,07,10,00,000
Term Loans
(Ref er Note 28 (ii))*
From Banks 1,11,82,17,98,868
From Others 4,00,49,99,999
Unsecured
Loans and Advances from Others
-10.60% Redeemable Non convertible Perpetual Debentures** 1,00,00,00,000
-Subordinated Debt
(Ref er Note 28 (iii))
7,44,68,00,000
1,82,34,45,98,867
* Secured by hypothecation of Loan Receivables/Current Assets/Cash and Cash Equivalents of the Company.
(3) In terms of Section 36(1)(viii) of the Income-tax Act, 1961, a deduction is allowed for income fromeligible business viz, Income from providing long-
term infrastructure finance, long-term finance for the construction or purchase of houses in India for residential purposes and the business of providing
long-term finance for industrial or agricultural development etc. The Company claims the deduction as it falls under some of the categories of eligible
business as defined under Section 36 (1)(viii) of the Income-tax Act, 1961. Consequently the Company has, as at the year end, transferred an amount of
Rs. 4,80,48,204 to the Special Reserve created to claim deduction in respect of eligible business under the said section.
$Net Capital Reserve on consolidation amounting to Rs. 45,78,93,057 consists of Rs. 58,18,69,039 being Capital Reserve arising on Consolidation
and Rs. 12,39,75,982 being Goodwill arising on Consolidation.
(5) This pertains to reserve created under section 45-IC of the RBI Act 1934, by the Erstwhile Holding Company Indiabulls Financial Services Limited
and its subsidiaries transferred under the Scheme of Arrangement. In terms of Section 45-IC of the RBI Act, 1934, the Subsidiary Non Banking Finance
Companies ("NBFC") Companies in the Group are required to transfer at least 20% of its Net Profits to a reserve before any dividend is declared. As at
the year end, the NBFC has transferred an amount of Rs. 6,93,51,042 to the Reserve Fund during the year.
(1). Goodwill / Capital Reserve:
As transferred from the Erstwhile Holding Company (IBFSL) under the Scheme of Arrangement, the Company had recorded Capital Reserve on
consolidation of Rs. 44,90,38,269. During the year, Indiabulls Advisory Services Limited (IASL), a wholly owned subsidiary of the Company has
invested Rs. 2,60,00,000 by subscribing to 26,00,000 Equity Shares of face value Rs. 10/- each per Equity Share issued by Indiabulls Asset
Reconstruction Company Limited (IARCL), an associate of the Company. After this issue, the stake in IARCL has increased from 24.02% to 75.00%.
The Capital Reserve was increased by Rs. 88,54,788 on account of the same. After the above adjustment the net capital reserve on consolidation has
increased to Rs. 45,78,93,057.
In terms of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the Erstwhile Holding Company during the current financial year,
upon receipt of Shareholders approval, has on June 9, 2012, issued and allotted an aggregate of 20,700,000 warrants, to certain Promoter group
entities and Key Management Personnel, at a conversion price of Rs. 218 per Equity Share, 25% of which amounting to Rs. 1,12,81,50,000 has already
been received by the Company from the respective allottees as upfront amount. These warrants are convertible into an equivalent number of Equity
shares of face value Rs. 2 each, in the Company, upon receipt of balance conversion price, within a period of eighteen months from the date of
allotment. In the event the warrants are not converted into shares within the said period, the Company is eligible to forfeit the amount received towards
the warrants.
(Ref er Note 36)
(4) In terms of Section 29C of the NHB Act, 1987, the Company is required to transfer at least 20%of its Profit after tax to a Reserve Fund before any
dividend is declared. Such a Reserve Fund is also considered as an eligible transfer in terms of Section 36(1)(viii) of the Income Tax Act, 1961. The
Company has transferred an amount of Rs. 2,45,58,13,911 to the Reserve Fund as at the year end. Further an additional amount of Rs. 2,00,00,00,000
has been set apart by way of transfer to Additional Reserve Fund in excess of the statutory minimum requirement as specified under Section 29C
pursuant to Circular no. NHB(ND)/DRS/Pol-No. 03/2004-05 dated August 26, 2004 issued by the National Housing Bank. The additional amount so
transferred may be utilised in the future for any business purpose subject to suitable disclosure in the Balance Sheet.
(6) During the year, in addition to the provision for loan assets and standard assets charged of Rs. 56,31,00,531 to the Statement of Profit and Loss, an
amount of Rs. 1,32,02,00,000 (net of Deferred Tax of Rs. 67,98,00,000 ) being one time charge of provision for standard assets and other
contingencies due to merger between the Company and the Erstwhile Holding Company (Refer Note 36) and changes in the provisioning requirements
by the National Housing Bank vide Circulars no. NHB.HFC.DIR.4/CMD/2012 dated January 19, 2012 has been transferred from Additional Reserve
created as per Section 29C of the National Housing Bank Act, 1987 pursuant to Circular NHB(ND)/DRS/Pol-No. 03/2004-05 dated August 26, 2004 as
under;
Particulars
Provisions for Contingencies
Provision for Loan Assets
Total
**No Put / Call Option exercisable at the end of 10 years from the date of allotment (exercisable only with the prior approval of the concerned regulatory
authority)
(2) Pursuant to the notification dated December 29, 2011 issued by the Ministry of Corporate Affairs amending Accounting Standard 11 - The Effects of
Changes in Foreign Exchange Rates as notified by the Companies (Accounting Standards) Rules 2006 as amended, the Company has exercised the
option as per para 46A inserted in the said Standard for all long term monetary assets and liabilities. Consequently an amount of Rs. 2,75,23,476
representing translation difference on foreign currency loans is carried forward in the Foreign Currency Monetary Item Translation Difference Account as
on March 31, 2013. This amount is to be amortised over the balance period of such monetary liabilities.
238
As at
March 31, 2013
Amount (Rs.)
(7) Other Long term liabilities
Other Liabilities 27,59,578
Interest Accrued but not due on Secured Redeemable Non Convertible Debentures 7,56,19,945
7,83,79,523
As at
March 31, 2013
Amount (Rs.)
(8) Long term provisions
Provision for Contingencies
(1)
2,67,18,18,448
Provision for Gratuity
(Ref er Note 25(1))
7,90,73,199
Provision for Compensated Absences
(Ref er Note 25(1))
3,54,62,489
Provision for Superannuation
(Ref er Note 25(1))
29,22,25,359
Premium on Redemption on Secured Non Convertible Debentures (Accrued but not due)(Sinking fund) 62,13,18,989
3,69,98,98,484
Movement in Provision for Contingencies Account during the year is as under :
As at
March 31, 2013
Amount (Rs.)
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note. 36)
81,15,94,020
Add: Addition during the Year
(Ref er Note 4(6))
2,23,95,88,041
Closing Balance* 3,05,11,82,061
*Includes Contingent Provision Against Standard Assets 2,52,11,86,596
As at
March 31, 2013
Amount (Rs.)
(9) Short-term borrowings
Secured
(a) Loans Repayable on Demand
'From banks- Working Capital Demand Loan
*
28,50,00,00,000
From Banks - Cash Credit Facility* 5,43,26,15,618
(b) Other Loans and Advances
From Banks * 7,27,75,23,476
'Redeemable, Non Convertible Debentures
*
65,00,00,000
Unsecured
Other Loans and Advances
Commercial Papers ** 23,95,00,00,000
65,81,01,39,094
*Secured by hypothecation of Loan Receivables (Current and Future) / Current Assets / Cash and Cash Equivalents of the Company.
**Maximum balance outstanding during the year Rs. 31,88,00,00,000
As at
March 31, 2013
Amount (Rs.)
(10) Trade payables
(a) Dues to Micro and Small Enterprises* -
(b) Dues to others 2,85,29,227
2,85,29,227
Particulars
(1) Provision for Contingencies includes Contingent provision against standard assets and other contingencies. As per National Housing Bank Circular
No. NHB/HFC/DIR.3/CMD/2011 dated August 5, 2011 and NHB/HFC/DIR.4/CMD/ 2012 dated January 19, 2012, in addition to provision for non
performing assets, all housing finance companies are required to carry a general provision. (i) at the rate of 2% on housing loans disbursed at
comparatively lower rate of interest in the initial few years, after which rates are reset at higher rates; (ii) at the rate of 1%of Standard Assets in respect
of Commercial Real Estates and (iii) at the rate of 0.40%of the total outstanding amount of loans which are Standard Assets other than (i) & (ii) above.
Also in terms of RBI Notification No. RBI/2010-11/370 DNBS.PD.CC.No.207/ 03.02.002 /2010-11 dated January 17, 2011, every Non-Banking
Financial Company is required to make an additional provision for Standard Assets at 0.25% of the outstanding standard assets. Accordingly, the
Company and its subsidiaries is carrying a provision of Rs. 2,521,186,596 towards standard assets (included in Provisions for Contingencies), which is
well over the required minimum provision as per the NHB Guidelines in case of the Company and on outstanding balance of Standard Assets as per
RBI Directions in case of subsidiary companies.
239
As at
March 31, 2013
Amount (Rs.)
(11) Other current liabilities
Current maturities of long term debt
(1)
64,70,30,99,788
Interest accrued but not due
(2)
3,54,90,05,814
Temporary overdrawn bank balance as per books 6,95,76,97,476
Amount payable on assigned loans (net) 2,06,35,68,150
Other Current Liabilities for Statutory Dues and Expense Provisions 65,08,12,546
Unclaimed Dividends
(3)
1,92,87,496
77,94,34,71,270
(1) Current maturities of long term debt
Redeemable, Non Convertible Debentures
(Ref er Note 28 (i))
26,89,00,00,000
Term Loans
From Banks
(Ref er Note 28 (ii))
37,18,30,99,788
From Others
(Ref er Note 28 (ii))
63,00,00,000
64,70,30,99,788
(2) Interest accrued but not due
On Term Loans and Working Capital Demand Loans 4,21,96,097
On Secured Redeemable Non Convertible Debentures 3,10,68,59,914
On Subordinated Debt and Perpetual Debt 39,99,49,803
3,54,90,05,814
As at
March 31, 2013
Amount (Rs.)
(12) Short-term provisions
1,60,26,58,535
1,85,628
37,93,63,613
48,20,473
25,80,883
3,88,25,12,878
Interim Dividend payable on Equity Shares (Rs. 6.50 per Equity share) 2,03,13,22,586
Corporate Dividend Tax payable on Interim Dividend on Equity Shares 34,52,23,274
8,24,86,67,870
Premium on Redemption on Secured Non Convertible Debentures
(Accrued but not due)(Sinking fund)
* Disclosures under the Micro, Small and Medium Enterprises Development Act, 2006:
(a) An amount of Rs. Nil and 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 and no amount was
paid to the supplier beyond the Appointed Day.
(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 regarding to Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of
information available with the Company.
Provision for Taxation (net of Advance Tax Rs 4,943,752,305)
Provision for Fringe Benefits Tax (net of Advance Tax Rs.78,998,036)
Provision for Contingencies
(Ref er Note. 8)
Provision for Gratuity
(Ref er Note 25(1))
Provision for Compensated Absences
(Ref er Note 25(1))
(3) 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, 2013.
240
Note No. 13
Fixed Assets
NET BLOCK
As at Additions Adjustments/ As at As at Provided Adjustments As at As at
01.04.2012 during the Sales during 31.03.2013 01.04.2012 during the during the 31.03.2013 31.03.2013
Year the Year Year Year
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
(i) Tangible Assets
Land* - 30,87,000 1,31,270 - 32,18,270 - - - - - 32,18,270
Buildings - 1,02,55,100 - - 1,02,55,100 - 2,19,824 1,67,158 - 3,86,982 98,68,118
Furniture & Fixtures - 10,02,37,602 1,45,99,096 4,48,435 11,43,88,263 - 4,41,09,912 1,93,98,514 2,62,230 6,32,46,196 5,11,42,067
Vehicles - 12,90,65,052 5,06,25,611 1,35,39,019 16,61,51,644 - 3,12,90,440 1,50,31,703 51,89,651 4,11,32,492 12,50,19,152
Office Equipment - 9,42,83,268 1,11,51,716 5,18,216 10,49,16,768 - 2,03,13,199 50,04,471 1,55,740 2,51,61,930 7,97,54,838
Computers - 17,94,93,895 1,49,14,240 13,44,766 19,30,63,369 - 12,99,81,178 2,24,31,862 11,28,297 15,12,84,743 4,17,78,626
Leasehold Improvements - 18,51,75,580 1,86,53,955 9,34,369 20,28,95,166 - 5,91,25,025 1,09,28,216 7,19,427 6,93,33,814 13,35,61,352
TOTAL (i) - 70,15,97,497 11,00,75,888 1,67,84,805 79,48,88,580 - 28,50,39,578 7,29,61,924 74,55,345 35,05,46,157 44,43,42,423
(ii) Intangible Assets
Software - 19,05,20,872 40,49,255 - 19,45,70,127 - 16,23,52,293 2,08,83,952 - 18,32,36,245 1,13,33,882
TOTAL (ii) - 19,05,20,872 40,49,255 - 19,45,70,127 - 16,23,52,293 2,08,83,952 - 18,32,36,245 1,13,33,882
CURRENT YEAR TOTAL [(i)+(ii)] - 89,21,18,369 11,41,25,143 1,67,84,805 98,94,58,707 - 44,73,91,871 9,38,45,876 74,55,345 53,37,82,402 45,56,76,305
4,00,000
*Mortgaged as Security against Secured Non Convertible Debentures (Refer Note 6, 9 & 11)
(iii) Capital Work in Progress (at cost)
Annexure VIII: Notes forming part of Restated Consolidated Summary Statements
GROSS BLOCK AT COST DEPRECIATION / AMORTISATION
Particulars
Addition on
account of
Scheme of
Arrangement
(Refer Note 36)
Rs.
Addition on
account of
Scheme of
Arrangement
(Refer Note 36)
Rs.
241
As at
March 31, 2013
Amount (Rs.)
(14)
Non-current investments
(Refer Note 36)
Long Term - Trade - Unquoted
Other Long Term Investments:
- 2,80,00,000 Fully paid up Equity Shares of 10,15,55,854
face value Rs 5 each in Indian Commodity Exchange Limited
(1) & (4)
Long Term - Non Trade - Unquoted
-9.25% Unsecured Redeemable Non-Convertible Subordinated Bonds 5,00,00,000
of Dena Bank of Face Value of Rs. 10,00,000 each
(4)
Total 15,15,55,854
Aggregate market value of quoted Investments -
Aggregate book value of quoted Investments -
Aggregate book value of unquoted Investments 15,15,55,854
Aggregate provision for diminution in value of Investments -
(15) Deferred tax Assets (Net)
As at
March 31, 2013
Amount (Rs.)
Deferred Tax Liabilities
On difference between book balance and tax balance of fixed assets 23,90,256
Deferred Tax Assets
Provision for loan assets and contingent provision against standard assets 1,50,31,52,749
Disallowance under Section 40A(7) of the Income-Tax Act, 1961 2,83,45,559
Disallowance under Section 43B of the Income-Tax Act, 1961 11,21,78,225
Deferred Tax Assets (Net) 1,64,12,86,277
As at
March 31, 2013
Amount (Rs.)
(16) Long term loans and advances
(i) Loans and Other Credit Facilities
(a) Secured Loans
(1)
- Considered Good 2,99,90,30,10,103
- Considered Doubtful 97,07,80,847
Less: Loans Assigned 30,38,05,06,765
2,70,49,32,84,185
(4) Transferred from Erstwhile Holding Company (IBFSL) under the Scheme of Arrangement
(Ref er Note 36)
.
(2) During the current financial year, Indiabulls Advisory Services Limited (IASL), a wholly owned subsidiary of the Company has invested Rs.
2,60,00,000 by subscribing 26,00,000 Equity Shares of face value Rs. 10 each per Equity Share issued by Indiabulls Asset Reconstruction Company
Limited (IARCL), an associate of the Company. After this issue, the stake in IARCL has increased from 24.02% to 75.00% (together with IASL) and
then IARCL has become an subsidiary of the Company from the earlier classification of being an Associate.
(3) During the current financial year, the Company has written off its investment in Indiabulls Alternative Asset Management Private Limited as the
Company was struck off from the records of Accounting and Corporate Regulatory Authority of Singapore on February 7, 2013.
Pursuant to Accounting Standard (AS) – 22 „Accounting for Taxes on Income? as notified by the Companies (Accounting Standards) Rules, 2006, as
amended, the Company has debited an amount of Rs. 13,61,33,548 as deferred tax charge (net) to the Statement of Profit and Loss arising on account
of timing differences. Further Deferred Tax Asset of Rs. 67,98,00,000 (Included in provision for loan assets and contingent provision against standard
assets below) has been recognised against the utilisation from Additional Reserve u/s 29C (Refer Note. 4(6)). The breakup of deferred tax into major
components as at March 31, 2013 is as under:
(1) On December 13, 2010 the Erstwhile Holding Company (IBFSL) had sold 26% shares held by it in Indian Commodity Exchange Limited (ICEX) to
Reliance Exchange Next Limited (R-Next) for a total consideration of Rs. 47,35,00,000 against a proportionate cost of Rs. 260,000,000. As a result
thereof, the stake of IBFSL in ICEX has been reduced from40% to 14% and the same has been reclassified as a long term investment from the earlier
classification of being an Associate. MMTC filed a petition before the Company Law Board (CLB) against ICEX, R-Next and IBFSL alleging that the
transfer is null and void in terms of the Shareholders Agreement in view of the Forward Markets Commission (FMC) guidelines. IBFSL contends that
such view of MMTC is based on the old FMC guidelines and without considering the amended FMC Guidelines dated June 17, 2010 wherein the
transfer norms were relaxed. IBFSL had filed its objections on maintainability of the petition which is pending adjudication before the CLB.
242
As at
March 31, 2013
Amount (Rs.)
(b) Unsecured Loans
- Considered Good 75,61,07,049
- Considered Doubtful 21,62,22,936
97,23,29,985
Total (a) +(b) 2,71,46,56,14,170
Less: Provision for Loan Assets
(2)
(Including Additional Provision made by the Company) 1,47,15,84,657
2,69,99,40,29,513
(ii) Other Unsecured Loans and Advances
Capital Advances 76,38,21,339
Security Deposit for Rented Premises 4,36,18,536
Security Deposit with others 81,73,651
68,775
72,16,86,815
Others including Prepaid Expenses and Employee advances 1,61,50,092
2,71,54,75,48,721
(2) Movement in Provision for Loan Assets is as under :
As at
March 31, 2013
Amount (Rs.)
Transfer from Indiabulls Financial Services Limited Group pursuant to Scheme of Arrangement
(Ref er Note 36)
2,48,67,09,537
Add: Transfer from Statement of Profit and Loss 32,35,12,490
Less: Utilised during the year - towards Loans written off 1,24,86,18,814
Closing Balance 1,56,16,03,213
As at
March 31, 2013
Amount (Rs.)
(17) Other non-current assets
Margin Money Accounts having maturity greater than one year 4,72,56,08,142
Interest Accrued on Deposit accounts / Margin Money 11,16,79,402
4,83,72,87,544
As at
March 31, 2013
Amount (Rs.)
(18) Current investments
Quoted
Investment in Mutual Funds* 1,26,50,00,000
Investments in Bonds(Quoted)
(Ref er Note 28(iv)(a))
3,88,00,00,000
Investments in Certificate of Deposits(Quoted)
(Ref er Note 28(iv)(b))
16,72,89,35,250
Investments in Government Securities(Quoted)
(Ref er Note 28(iv)(c))
50,54,32,614
22,37,93,67,864
Unquoted
Investment in Mutual Funds** 54,79,71,199
54,79,71,199
22,92,73,39,063
*Includes Rs. 5,00,00,000 considered as Cash and Cash equivalents for Cash Flow
**Considered as Cash and Cash equivalents for Cash Flow
Aggregate market value of quoted Investments 22,67,80,49,248
Aggregate book value of quoted Investments 22,37,93,67,864
Aggregate book value of unquoted Investments 54,79,71,199
Aggregate provision for diminution in value of Investments -
(1) Secured Loans and Other Credit Facilities given to customers amounting to Rs. 2,70,49,32,84,185 are secured / partly secured by :
(a) Equitable mortgage of property and / or
(b) Pledge of shares, units, other securities, assignment of life insurance policies and / or
(c) Hypothecation of assets and / or
(d) Company guarantees or personal guarantees and / or
(e) Negative lien and / or Undertaking to create a security.
Particulars
Advance Tax /Tax deducted at source (Net of Provision for Tax of Rs. 6,097,801,665)
Advance Fringe Benefits tax (FBT) (Net of Provision for FBT Rs. 2,471,281)
243
As at
March 31, 2013
Amount (Rs.)
(19) Trade receivables
Debts Outstanding for a period exceeding six months
- Secured, Considered Good 74,214
- Unsecured, Considered Good -
Other Debts
- Secured, Considered Good 30,50,502
- Unsecured, Considered Good 1,93,22,577
2,24,47,293
As at
March 31, 2013
Amount (Rs.)
(20) Cash and bank balances
Cash and cash equivalents
Cash on Hand 15,78,97,921
Cheques / Drafts on hand 3,82,96,365
Balances with banks
- in current accounts # 48,30,74,54,722
Other bank balances:
- in deposit accounts having original maturity greater than three months upto one year 6,83,80,002
- in deposit accounts having original maturity greater than one year 30,58,00,000
- in deposit accounts held as margin money (under lien)
(1)
39,77,205
48,88,18,06,215
# includes Rs.1,92,87,496 in designated unclaimed dividend accounts.
As at
March 31, 2013
Amount (Rs.)
(21) Short-term loans and advances
Loans and Other Credit Facilities
(a) Secured Loans
(1)
- Considered Good 40,40,43,85,210
Less: Loans assigned 6,04,63,56,790
34,35,80,28,420
(b) Unsecured Loans
- Considered Good 2,00,56,62,177
2,00,56,62,177
Total (a) +(b) 36,36,36,90,597
Less: Provision for Loan Assets(Including Additional Provision made by the Company)
(Ref er Note.16(2))
9,00,18,556
36,27,36,72,041
Advance Interest on Short term borrowings 39,38,67,622
Security Deposit for Rented Premises 14,12,28,217
Security Deposit with Others 3,00,00,000
Application Money for Bonds 25,00,00,000
Others including Prepaid Expenses/Cenvat Credit and Employee advances 17,16,91,242
37,26,04,59,122
As at
March 31, 2013
Amount (Rs.)
(22) Other current assets
FCNR Hedge Premium 8,25,42,460
Interest Accrued on Loans 3,31,78,99,677
Interest Accrued on Deposit accounts / Margin Money / Bonds 16,19,25,989
3,56,23,68,126
(1) Deposits accounts with bank of Rs.39,77,205 are under lien. The Company has the complete beneficial interest on the income earned from these
deposits.
(1) Secured Loans and Other Credit Facilities given to customers amounting to Rs. 34,358,028,420 are secured / partly secured by :
(a) Equitable mortgage of property and / or
(b) Pledge of shares, units, other securities, assignment of life insurance policies and / or
(c) Hypothecation of assets and / or
(d) Company guarantees or personal guarantees and / or
(e) Negative lien and / or Undertaking to create a security.
244
Year ended
March 31, 2013
Amount (Rs.)
(23) Revenue from Operations
(a) Income from Financing and Investing Activities
Interest on Financing Activities
(1)
42,63,41,03,020
Dividend on Units of Mutual Funds 1,89,00,48,501
(b) Income from other Financial Services
Income from Service Fees/Advisory Services 27,18,47,554
Commission on Insurance 8,42,08,441
Management fees 1,90,08,116
Profit on appreciation of Mutual Fund Investments (Current Investments) 18,71,199
Profit on sale of Current Investments 37,11,57,229
Other Operating Income
(2)
2,02,19,13,582
47,29,41,57,642
Interest on Loan Financing / Income from Securitisation / Assignment 41,58,79,24,288
Interest on Deposit Accounts 27,34,65,252
77,27,13,480
Total 42,63,41,03,020
Loan processing fees 1,42,68,13,167
Foreclosure fees and other related income 82,48,20,944
Less: Direct Selling Agents Commission 22,97,20,529
2,02,19,13,582
Year ended
March 31, 2013
Amount (Rs.)
(24) Other Income
Sundry Balances written back 6,20,75,663
Bad debts recovered 39,19,51,789
Miscellaneous Income 2,96,73,357
Interest on Income Tax Refund 8,74,888
Share in Profit of Associate 7,77,845
48,53,53,542
Year ended
March 31, 2013
Amount (Rs.)
(25) Employee benefits expense
Salaries 2,08,14,48,214
Contribution to Provident Funds and Other Funds
(1)
1,21,29,383
Employee Stock Compensation Expense 75,63,100
Provision for Gratuity, Compensated Absences and Superannuation Expense
(1)
12,05,05,148
Staff Welfare Expenses 2,38,26,927
2,24,54,72,772
(2) Other Operating Income includes:
(1) Interest from Financing Activities Includes:
(1) Note on AS - 15 disclosure:
Employee Benefits – Provident Fund, ESIC, Gratuity and Compensated Absences disclosures as per Accounting Standard (AS) 15 (Revised) –
Employee Benefits as notified by the Companies (Accounting Standards) Rules, 2006, as amended:
Contributions are made to Government Provident Fund and Family Pension Fund, ESIC and other statutory funds which cover all eligible employees
under applicable Acts. Both the employees and the Company make predetermined contributions to the Provident Fund and ESIC. The contributions are
normally based on a certain proportion of the employee?s salary. The Company has recognised an amount of Rs. 1,21,29,383 in the Statement of Profit
and Loss towards Employers contribution for the above mentioned funds.
Provision for unfunded Gratuity and Compensated Absences for all employees is based upon actuarial valuations carried out at the end of every
financial year. Major drivers in actuarial assumptions, typically, are years of service and employee compensation. Pursuant to the issuance of the
Accounting Standard (AS) 15 (Revised) on „Employee Benefits?, as notified by the, Companies (Accounting Standards) Rules, 2006, as amended,
commitments are actuarially determined using the „Projected Unit Credit? Method. Gains and losses on changes in actuarial assumptions are accounted
for in the Statement of Profit and Loss.
Interest on Bonds / Commercial Papers (Current investments)
245
Gratuity
Compensated
Absences
Superannuation
(Unfunded) (Unfunded) (Unfunded)
2012-2013 2012-2013 2012-2013
8,38,93,672 3,80,43,372 29,22,25,359
- - -
8,38,93,672 3,80,43,372 29,22,25,359
7,10,43,094 3,19,67,188 19,42,52,856
(36,05,883) - -
1,64,56,461 60,76,184 9,79,72,503
8,38,93,672 3,80,43,372 29,22,25,359
2,23,44,055 1,32,92,312 2,64,99,538
- - -
60,60,060 28,83,900 1,93,55,217
- - -
(1,19,47,654) (1,01,00,028) 5,21,17,748
1,64,56,461 60,76,184 9,79,72,503
N.A. N.A. N.A.
N.A. N.A. N.A.
N.A. N.A. N.A.
7,10,43,094 3,19,67,188 19,42,52,856
2,23,44,055 1,32,92,312 2,64,99,538
- - -
60,60,060 28,83,900 1,93,55,217
(36,05,883) - -
(1,19,47,654) (1,01,00,028) 5,21,17,748
8,38,93,672 3,80,43,372 29,22,25,359
N.A. N.A. N.A.
N.A. N.A. N.A.
N.A. N.A. N.A.
N.A. N.A. N.A.
N.A. N.A. N.A.
N.A. N.A. N.A.
Gratuity
Compensated
Absences
Superannuation
(Unfunded) (Unfunded) (Unfunded)
2012-2013 2012-2013 2012-2013
1,19,59,879 1,01,07,849 (5,20,33,314)
- - -
8,38,93,672 3,80,43,372 29,22,25,359
- - -
8,38,93,672 3,80,43,372 29,22,25,359
Experience adjustment
Reconciliation of Plan assets:
Plan assets as at the beginning of the year
Expected return on plan assets
Contributions during the year
On plan assets
Present value of benefit obligation
Fair value of plan assets
Plan assets as at the end of the year
Excess of (obligation over plan assets) / plan assets over obligation
Movement in net liability recognised in the Balance Sheet:
On plan liabilities
Past service cost
Interest Cost
Expected return on plan assets
Expected return on plan assets
Actuarial (gains) / losses
Rs.
Net liability in the Balance sheet (as per Actuarial valuation)
Return on Plan assets:
Actuarial (gains) / losses
Commitments as at the end of the year
Actuarial (gains) / Losses
Expenses charged / (reversal) to the Statement of Profit and Loss
Interest cost
Past service cost
Reconciliation of liability recognised in the Balance Sheet:
Present Value of commitments (as per Actuarial valuation)
Fair value of plan assets
Paid benefits
Actuarial (gains) / losses
Amount paid during the year
Net expenses recognised / (reversed) in the Statement of Profit and Loss
Net liability as at the end of the year
Expenses recognised in the Statement of Profit and Loss:
Current service cost
Disclosures in respect of Gratuity, Compensated Absences and Superannuation are given below:
Net liability as at the beginning of the year as transferred from IBFSL
Actual return on plan assets
Particulars
Commitments as at the beginning of the year
Current service cost
(Paid benefits)
Particulars
Reconciliation of defined-benefit commitments:
Rs.
246
Gratuity
Compensated
Absences
Superannuation
(Unfunded) (Unfunded) (Unfunded)
2012-2013 2012-2013 2012-2013
8% 8% 8%
N.A. N.A. N.A.
5% 5% 5%
IALM (1994-96) IALM (1994-96) IALM (1994-96)
60 60 60
Year ended
March 31, 2013
Amount (Rs.)
(26) Finance costs
Interest on Loans
(1)
17,51,95,31,696
Interest on Non Convertible Debentures 5,48,17,77,232
Interest on Commercial Papers 2,35,31,63,362
Interest on Subordinate Debt 54,60,06,544
Interest on Taxes 16,78,657
Bank Charges towards Borrowings 1,63,65,310
Processing fees 7,23,56,284
25,99,08,79,085
Year ended
March 31, 2013
Amount (Rs.)
(27) Other Expenses
Collection Charges 69,79,947
Client Verification Charges 11,07,02,196
Demat Charges 14,75,842
Stamp Papers/Stamp Duty charges 3,32,00,952
CERSAI Charges 93,26,200
Rates and Taxes 88,62,262
Communication Expenses 6,18,34,131
Legal and Professional Charges 46,25,51,235
Rent and Other charges
(1)
38,64,86,514
Electricity Expenses 4,61,50,463
Repairs & Maintenance - Others 11,00,69,962
Recruitment and Training 54,53,758
Printing and Stationery 2,92,71,523
Traveling and Conveyance Expenses 11,76,26,192
Business Promotion 12,78,84,171
Payment to Auditors comprises (net of service tax input credit Rs 1,379,451)
As Auditors 1,29,71,309
For Certification 21,23,600
Other Services 55,21,360
Reimbursement of Expenses 22,29,780
Provision for Loan Assets
(2)
32,35,12,490
Contingent Provisions against Standard Assets (Net)
(2)
23,95,88,041
Advertisement 9,28,98,974
Bad Debts 66,90,07,097
Loss on sale of fixed assets 41,58,906
Trusteeship Fees 17,56,621
Donation Expenses 30,05,000
Insurance Premium 29,336
Miscellaneous Expenses 2,32,63,653
2,89,79,41,515
(N.A. - not applicable)
The actuarial calculations used to estimate commitments and expenses in respect of unfunded Gratuity, Compensated absences and Superannuation
(Pension & Medical coverage) are based on the following assumptions which if changed, would affect the commitment?s size, funding requirements and
expenses:
The employer?s best estimate of contributions expected to be paid during the annual period beginning after the Balance Sheet date, towards Gratuity,
Compensated Absences and Superannuation is Rs. 3,32,64,451, Rs. 1,17,34,060 and Rs. 5,53,46,782 respectively.
Particulars
Discount rate
Retirement Age
(1) During the year, the Company has recognised Premium on Options Contracts amounting to Rs. 20,085,000 (Previous Year Rs. Nil) included in
Interest on Loans and unrealised marked to market loss towards derivatives (Interest Rate Swaps) amounting to Rs. 439,933 (Previous Year Rs. Nil)
which has been included under Bank / Finance Charges . Derivative instruments that are outstanding as at March 31, 2013 is as given below:-
I. Forward Options contracts entered for hedging purposes as at March 31, 2013 for USD 37,277,984 (Previous Year USD Nil (Buy)) against cross
currency of Rs. 2,000,000,000 (Previous Year Rs. Nil).
II. Interest Rate Swaps for Notional Principal of Rs. 4,000,000,000 (Previous Year Rs. Nil) for a total of 8 contracts (Previous Year Nil) against
fluctuations in interest rate changes.
Expected return on plan assets
Expected rate of salary increase
Mortality
247
Minimum Lease
Rentals
For the Year ended
March 31, 2013
Amount (Rs.)
Within one year 35,43,72,631
One to Five years 70,86,94,390
Above Five Years 16,49,89,300
1,22,80,56,321
For the Year ended
March 31, 2013
23,95,88,041
32,35,12,490
Total 56,31,00,531
As at
(28) Explanatory Notes March 31, 2013
Particulars Amount (Rs.)
(i) Secured Redeemable Non Convertible Debentures(payable at par unless otherwise stated) include:*
5,00,00,000
1,00,00,00,000
25,00,00,000
35,00,00,000
50,00,00,000
15,00,00,000
15,00,00,000
15,00,00,000
20,00,00,000
8,00,00,00,000
1,25,00,00,000
5,00,00,00,000
1,00,00,00,000
5,00,00,00,000
15,00,00,000
1,00,00,00,000
(1) The Company has taken office premises on Lease and Leave & License basis at various locations in India. Lease rent / License fees aggregating
to Rs. 34,99,80,322 in respect of the same have been charged to the Statement of Profit and Loss. The agreements are executed for periods ranging
from 11 months to 9 years with a renewable clause. In many cases, the agreements also provide for termination at will by either party by giving a prior
notice period between 30 to 90 days. The minimum lease rentals outstanding as at March 31, 2013, are as under:
Contingent Provisions against Standard Assets
Provision for Loan Assets
Particulars
10.70 %Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on July
6, 2022
10.70 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
June 28, 2022
10.75 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on April
3, 2022
10.15 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 27, 2022
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
December 31, 2022**
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
December 18, 2022
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
November 19, 2022
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
November 6, 2022
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 19, 2023**
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 26, 2023**
10.70 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
November 22, 2021
During the year, in addition to the charge of Rs. 56,31,00,531 towards provision for loan assets and standard assets to the Statement of Profit and
Loss, an amount of Rs. 1,32,02,00,000 (net of Deferred Tax of Rs. 67,98,00,000) [(Previous Year Rs. 19,04,47,091) (net of deferred tax of Rs. Nil)],
being one time charge of provision for standard assets and other contingencies due to merger between the Company and the Erstwhile Holding
Company (Refer note 36) and changes in the provisioning requirements by the National Housing Bank vide Circulars no. NHB.HFC.DIR.4/CMD/2012
dated January 19, 2012 has been transferred from Additional Reserve created as per Section 29C of the National Housing Bank Act, 1987 pursuant to
Circular No. NHB(ND)/DRS/Pol- 03/2004-05 dated August 26, 2004 as under;
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 25, 2023**
10.65 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
September 7, 2021
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 25, 2018**
10.10 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 19, 2018**
10.20 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
January 16, 2023**
Particulars
248
As at
March 31, 2013
Amount (Rs.)
40,00,00,000
1,50,00,00,000
40,10,00,000
5,00,00,00,000
1,00,00,00,000
1,00,00,00,000
50,00,00,000
5,50,00,00,000
20,00,00,000
70,00,00,000
2,00,00,00,000
7,00,00,000
27,00,00,000
80,00,00,000
65,00,00,000
33,00,00,000
1,00,00,00,000
60,00,00,000
2,50,00,00,000
3,00,00,00,000
50,00,00,000
2,00,00,00,000
10,00,00,000
45,00,00,000
15,00,00,000
65,00,00,000
35,00,00,000
1,25,00,00,000
50,00,00,000
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
November 25, 2014
(2)
9.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
November 21, 2014
4.65 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
November 18, 2014
10.85 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
October 31, 2014
10.60 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
October 10, 2014
10.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
September 26, 2014
10.75 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
September 22, 2014
10.80 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
August 22, 2014
10.50 %Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on July
9, 2014**
10.70 %Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on July
8, 2014
11.20 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
June 28, 2014
10.50 %Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on May
26, 2014
4.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on May
8, 2015
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on April
24, 2015
(2)**
10.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on April
30, 2017
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 26, 2016**
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 2, 2015
(2)
10.60 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 13, 2015
10.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
January 9, 2015**
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 4, 2016**
10.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
September 25, 2015
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
August 27, 2015
10.65 %Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on July
16, 2015
10.50 %Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on July
9, 2015**
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
December 18, 2014
(2)
9.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
December 1, 2014
10.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
December 28, 2017**
10.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
December 17, 2017
10.25 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
January 16, 2018**
249
As at
March 31, 2013
Amount (Rs.)
50,00,00,000
50,00,00,000
2,00,00,00,000
2,00,00,00,000
2,50,00,00,000
60,00,00,000
25,00,00,000
50,00,00,000
50,00,00,000
35,00,00,000
25,00,00,000
1,50,00,00,000
15,00,00,000
50,00,00,000
2,50,00,00,000
75,00,00,000
30,00,00,000
10,60,00,00,000
50,00,00,000
34,00,00,000
22,00,00,000
8,00,00,000
84,96,10,00,000
(1) Current Maturity of Long Term Non Convertible Debentures as at March 31, 2013
(2) Redeemable at premium
*Redeemable Non-Convertible Debentures are secured against Freehold Land and pool of Loan Receivables of the Company.
** As at the year end, the Company was in the process of creating the charge / security on assets.
10.40 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 14, 2014
(1)
10.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 7, 2014
(1)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
December 9, 2013
(1)&(2)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
October 16, 2013
(1)&(2)
10.25 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
October 7, 2013
(1)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on June
12, 2013
(1)&(2)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on May
13, 2013
(1)&(2)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on April
16, 2013
(1)&(2)
10.70 %Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on July
19, 2013
(1)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on July
5, 2013
(1)&(2)
10.25 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
August 12, 2013
(1)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
August 10, 2013
(1)&(2)
10.80 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
August 8, 2013
(1)
10.60 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 13, 2014
(1)
10.80 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 10, 2014
(1)
10.10 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 28, 2014
(1)**
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
March 14, 2014
(1)&(2)
0.00 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
February 20, 2014
(1)&(2)**
11.20 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on April
15, 2014
10.50 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
September 9, 2013
(1)
10.80 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
September 6, 2013
(1)
10.15 % Redeemable Non convertible Debentures of Face value Rs. 10,00,000 each Redeemable on
June 19, 2013
(1)
250
As at
March 31, 2013
(ii) Term Loan from banks includes*: Amount (Rs.)
Particulars
57,18,33,33,332
25,25,00,00,000
5,97,22,22,220
12,91,66,00,000
2,00,00,00,000
23,40,14,93,103
15,15,00,00,000
1,63,50,00,000
1,73,12,50,000
70,00,00,000
20,00,00,000
7,50,00,00,000
1,53,63,98,98,655
As at
March 31, 2013
(iii) Subordinate Debt:- Amount (Rs.)
Particulars
32,60,00,000
49,65,00,000
1,00,00,00,000
1,10,03,00,000
25,00,00,000
20,00,00,000
25,00,00,000
10,00,00,000
25,00,00,000
20,00,00,000
1,10,00,000
25,00,00,000
40,00,00,000
35,00,00,000
15,00,00,000
15,00,00,000
20,00,00,000
36,20,00,000
1,25,00,00,000
10,00,000
15,00,00,000
7,44,68,00,000
*Secured by hypothecation of Loan Receivables/Current Assets/Cash and Cash Equivalents of the Company.
These loans are repayable in yearly installment after the moratorium period of 1 years from the date of
disbursement. The balance tenure for these loans is 35 months from the Balance Sheet date.
This loan is repayable in 4 half yearly installments after moratorium period of 3 years from the date of first
disbursement. The balance tenure for this loans is 43 months from the Balance Sheet date.
These loans are repayable in 18 quarterly installments with a moratoriumperiod of 6 months from the date
of first disbursement. The balance tenure for these loans is 126 months from the Balance Sheet date.
These loans are repayable in yearly installments with a moratorium period of 2 years from the date of
disbursement. The balance tenure for these loans is 50 months (average) from the Balance Sheet date.
11.85% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on February 22, 2022
11.85% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on January 31, 2022
These loans are repayable in quarterly installments after a moratoriumperiod of 24 months fromthe date of
first disbursement The balance tenure for these loans is 76 months from the Balance Sheet date.
11.00% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on March 30, 2022
11.60% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on May 31, 2017
10.20% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on December 04, 2022
10.65% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on November 15, 2022
10.30% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on October 31, 2022
(1) Loan taken other than from banks for Rs. 1,63,50,00,000
(2) Includes Loan taken other than from banks for Rs. 2,99,99,99,999
10.65% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on June 30, 2027
10.25% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on June 28, 2027
This loan is repayable in monthly installment from the date of disbursement.. The balance tenure for this
loan is 31 months from the Balance Sheet date.
(1)
These loans are repayable in quarterly installment from the date of disbursement. The balance tenure for
these loans is 25 months from the Balance Sheet date.
This loan is repayable in quarterly installment after the moratorium of 1 years from the date of
disbursement.. The balance tenure for this loans is 13 months from the Balance Sheet date.
These loans are repayable in half yearly installment after the moratorium of 1 years from the date of
disbursement.. The balance tenure for this loans is 7 months from the Balance Sheet date.
Quarterly Installment with moratorium of 18 months from the date of disbursement. The balance tenure for
this loans is 58 months from the Balance Sheet date.
(2)
10.65% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on November 15, 2027
These loans are repayable in bullet at the end of the tenure from the date of disbursement. The balance
tenure for these loans is 11 months (average) from the Balance Sheet date.
This loan is repayable in quarterly installments after a moratorium period of 1 year from the date of first
disbursement. The balance tenure for this loan is 51 months from the Balance Sheet date.
10.10% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on February 18, 2023
10.65% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on January 30, 2023
10.10% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on January 14, 2023
10.65% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on June 05, 2022
10.50% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on March 26, 2018
11.60% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on June 22, 2017
10.30% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on October 22, 2022
10.30% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on October 09, 2022
10.65% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on June 05, 2027
10.10% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on March 28, 2023
10.10% Subordinated Debt of Face value of Rs. 1,00,000 each Redeemable on March 06, 2023
251
(iv) Current Investments
(a) Investment in Bonds (Quoted)
Particulars
Quantity
Face Value
(Rs.)
Amount (Rs.)
Yes Bank Ltd. 10.5 BD Perpetual FVR 10 Lacs 1,500 1,50,00,00,000 1,50,00,00,000
Yes Bank Ltd. 10.5 BD Perpetual FVR 10 Lacs 1,400 1,40,00,00,000 1,40,00,00,000
Yes Bank Ltd. 10.25 BD 29JU27 FVR 10 Lacs 320 32,00,00,000 32,00,00,000
Indian Railway Finance Corporation Limited 6,60,000 1,000 66,00,00,000
3,88,00,00,000
(b) Investment in Certificate of Deposits (Quoted)
Particulars
Quantity
Face Value
(Rs.)
Amount (Rs.)
IDBI Bank Limited CD 19MR14 2,500 25,00,00,000 23,01,15,500
IDBI Bank Limited CD 14FB14 2,500 25,00,00,000 22,90,06,250
IDBI Bank Limited CD 28AG13 5,000 50,00,00,000 48,17,67,000
IDBI Bank Limited CD 10JU13 2,500 25,00,00,000 24,51,90,250
IDBI Bank Limited CD 07JU13 5,000 50,00,00,000 49,03,28,000
Punjab National Bank CD 25MR14 2,500 25,00,00,000 22,90,74,250
Punjab National Bank CD 20MAR14 2,500 25,00,00,000 23,02,70,500
Punjab National Bank CD 10MR14 2,500 25,00,00,000 22,94,17,750
Punjab National Bank 23DEC13 2,500 25,00,00,000 23,43,95,000
Punjab National Bank CD 17SP13 5,000 50,00,00,000 47,94,93,500
Punjab National Bank CD 10SP13 7,500 75,00,00,000 72,04,94,000
Punjab National Bank CD14JU13 12,500 1,25,00,00,000 1,22,71,07,500
Punjab National Bank 10MAY13 5,000 50,00,00,000 49,45,52,500
Allahabad Bank CD 26JU13 10,000 1,00,00,00,000 97,86,68,000
Allahabad Bank 17JU13 2,500 25,00,00,000 24,51,04,500
Allahabad Bank 31MAY13 7,500 75,00,00,000 73,82,20,500
IDBI Bank 12SEP13 5,000 50,00,00,000 48,01,11,500
IDBI Bank 21JU13 2,500 25,00,00,000 24,48,67,750
IDBI Bank 29MAY13 10,000 1,00,00,00,000 98,45,72,000
IDBI Bank Limited CD 27MY13 5,000 50,00,00,000 49,22,65,500
Central Bank of India 25MAR14 5,000 50,00,00,000 45,96,55,000
Central Bank of India CD 07MY13 5,000 50,00,00,000 49,47,90,500
Vijaya Bank 19JU13 10,000 1,00,00,00,000 97,99,45,000
Vijaya Bank CD 13JU13 2,500 25,00,00,000 24,48,20,000
Vijaya Bank CD 27MAY13 5,000 50,00,00,000 49,24,31,500
State Bank of Patiala CD 18SP13 2,500 25,00,00,000 23,97,68,250
State Bank of Patiala 27MAY13 5,000 50,00,00,000 49,23,91,500
State Bank of Patiala 24MAY13 2,500 25,00,00,000 24,64,40,000
Canara Bank 24MAR14 2,500 25,00,00,000 22,94,61,250
Canara Bank 14MAY13 5,000 50,00,00,000 49,42,72,000
Canara Bank 22APR-13 2,000 20,00,00,000 19,87,68,000
Punjab and Sind Bank 14JU13 2,500 25,00,00,000 24,52,82,500
Punjab and Sind Bank 10JU13 2,500 25,00,00,000 24,54,71,250
UCO Bank 13JU13 2,500 25,00,00,000 24,53,41,750
Oriental Bank of Commerce 7JU13 2,500 25,00,00,000 24,56,98,500
Andhra Bank 10AP13 10,000 1,00,00,00,000 99,66,10,000
ING Vysya Bank 24MAY13 5,000 50,00,00,000 49,27,66,500
16,72,89,35,250
(c) Investment in Government Securities(Quoted)
Particulars
Quantity
Face Value
(Rs.)
Amount (Rs.)
8.15% GOVT.STOCK 2022 45,00,000 45,00,00,000 45,40,79,659
8.33% GOVT.STOCK 2026 5,00,000 5,00,00,000 5,13,52,955
50,54,32,614
21,11,43,67,864
Total (a)
Total (c)
Total (b)
Grand Total (a) + (b) + (c)
252
(29) Contingent liability not provided for in respect of:-
(30)
(e) Corporate counter guarantees outstanding in respect of securitization/ assignment agreements entered by Company with different assignees as at
March 31,2013 is Rs.3,04,47,92,269 against which collateral deposit of Rs 17,29,08,806 for year ended March 31, 2013 is being provided to the
assignees by the Company in the form of Fixed Deposit Receipts. The Company does not anticipate any losses on account of the said corporate
guarantees, in the event of the rights under guarantee being exercised by the assignees.
(a) Contingent Liabilities not provided for in respect of Capital commitments for acquisition of fixed assets at various branches as at the year end (net of
capital advances paid) Rs. 3,00,41,74,116.
(c) Demand pending u/s of 25, 55 , 56 & 61 of Rajasthan Sales Tax Act, 2003 in relation to the merged company “IBFSL” for Rs. 1,45,05,873 (Including
interest & Penalty)with respect to FY 2007-08 to FY 2012-13 against which appeal is pending before DC( Appeals).The company has paid tax
alongwith interest for Rs. 62,31,069/- under protest.
(b) Demand pending u/s 143(3) of the Income Tax Act,1961:
(i) For Rs. 16,12,574/- with respect to FY 2006-07 against disallowance U/s 14A of the Income Tax Act 1961, against which appeal is pending before
CIT (Appeals).
(ii) For Rs. 26,72,534/- with respect to FY2007-08 against disallowance U/s 14A of the Income Tax Act 1961, against which appeal is pending before
ITAT.
(iii) For Rs. 3,54,92,935/- with respect to FY 2007-08 against disallowance U/s 14A of the Income Tax Act 1961, against which appeal is pending
before CIT (Appeals).
(iv) For Rs. 4,06,116/- with respect to FY 2008-09 against disallowance U/s 14A of the Income Tax Act 1961, against which appeal is pending before
CIT (Appeals).
(v) For Rs.1,78,07,253/- with respect to FY2009-10 against disallowance U/s 14A of the Income Tax Act 1961, against which appeal is pending before
CIT ( Appeals).
The Company holds 57.50% of the capital of Indiabulls Finance Company Private Limited (IFCPL), which has become a subsidiary of the Company
pursuant to the Scheme of Arrangement. The balance 42.50% or 32,33,696 Equity Shares are held by Amaprop Limited (Amaprop), vide a Share
Subscription and Shareholders Agreement (SHA) entered into between the Erstwhile Holding Company [Indiabulls Financial Services Limited(IBFSL)],
IFCPL and Amaprop. Certain disputes arose between IBFSL and Amaprop on Amaprop exercising its put option under the SHA as the put price
arrived at in accordance with the SHA was rejected by the Reserve Bank of India (RBI) being in excess of the Fair Market Value as per the then
prevailing RBI pricing guidelines. The disputes were adjudicated in an arbitration held in New York, USA where the Arbitral Tribunal passed an Award
requiring IBFSL to pay Rs. 1,92,00,07,000 alongwith interest and costs thereon (as given in the Award) to Amaprop, for acquiring the 42.50% stake
held by Amaprop in IFCPL. The award was later confirmed by the US District Court under the US laws. Amaprop has thereafter initiated proceedings
for enforcement / recognition of the Award in the US and UK for which proceedings are pending. Implementation of the Award would result in IFCPL
becoming a 100% subsidiary of IBFSL.
This Award has simultaneously been challenged by IBFSL before the Hon'ble High Court of Delhi ("High Court") in a petition filed under Section 34 of
the Arbitration and Conciliation Act, 1996. During the course of the hearing the High Court had suggested that IBFSL should prefer an application to the
RBI for its approval to remit Rs. 11,90,000,128, which in the opinion of the Arbitration Tribunal is the value likely to be accepted by the RBI, as is
recorded by it to be in compliance with the RBI Circular No. 49 dated May 4, 2010. On an application preferred to the RBI seeking its approval for
purchase of the abovementioned shares in IFCPL from Amaprop at a cost of Rs. 1,19,00,00,128, the RBI directed the parties to conclude the
transaction as per the then extant pricing guidelines. The valuation of IFCPL shares held by Amaprop as per the then extant pricing guidelines being
lower than Rs. 1,92,00,07,000 the transaction could not be completed. The High Court has since heard the petition and the award was dismissed by the
High Court. IBFSL has filed an appeal against the said Order before the Divisional Bench of High Court, which was listed on January 28, 2013 and was
then adjourned to May 21, 2013. On the other hand Amaprop has filed enforcement proceedings before the High Court where the Company have filed
objections and the matter was listed on Mar 22, 2013 which got adjourned to April 11, 2013 on which date the Company advanced its arguments on the
objections. The matter is now listed on May 2, 2013 for arguments by Amaprop.
(d) Arbitration award passed by the international arbitrator against the Company for Rs. 1,92,00,07,000 for purchase of 42.50% stake in Indiabulls
Finance Company Private Limited (IFCPL), which is disputed by the Company. The Company currently holds 57.5% Equity stake in IFCPL.
253
(31)
Amount (Rs.)
Investing and
financing related
activities
Fee Income Total
46,91,90,93,531 37,50,64,111 47,29,41,57,642
16,61,98,38,066 1,38,35,492 16,63,36,73,558
8,23,01,622
3,88,90,68,023
12,66,23,03,913
3,88,26,69,07,445 10,41,97,644 3,88,37,11,05,089
2,91,70,69,431
3,91,28,81,74,520
3,33,68,91,45,701 19,91,88,522 3,33,88,83,34,223
4,26,53,50,112
3,38,15,36,84,335
6,17,19,219 14,04,366 6,31,23,585
5,07,56,881
11,38,80,466
7,70,20,427 16,13,501 7,86,33,928
1,52,11,948
9,38,45,876
1,35,94,70,139 13,90,789 1,36,08,60,928
34,73,853
1,36,43,34,781
Non-Cash expenditure other than depreciation
Segment Result
Unallocated Corporate Liabilities
Segment Reporting:
Segment information for the Year ended March 31, 2013:, as per Accounting Standard AS-17, Segment Reporting, as notified by the Companies
(Accounting Standards) Rules, 2006, as amended.
(a) Primary segment information (by business segments)
Less: Income taxes and Deferred tax (credit)
Capital Expenditure
Total Capital Expenditure
Depreciation / Amortisation
Unallocated Depreciation
Profit after tax
Less: Unallocated expenditure net of other unallocated income
Total Assets
Segment Liabilities
Unallocated Corporate Assets
Unallocated Capital Expenditure
Total Non-Cash Expenditure other than depreciation
b) The Company operates solely in one Geographic segment namely "Within India" and hence no separate information for Geographic segment wise
disclosure is required.
c) The group?s primary business segments are reflected based on principal business activities carried on by the Group. The Group?s primary business
activities are to carry on business of investing and finance related activities (investing in various subsidiaries, financing of loans and credit activities)
and fee income which mainly comprises of financial service related fee based advisory services income, selling of Insurance products as a Licensed
Corporate Agent; and other related ancillary services.
d) Segment revenue, results, assets and liabilities include amounts identifiable to each segment and amounts allocated on a reasonable basis.
e) The accounting policies adopted for segment reporting are in line with the accounting policies adopted for preparation of financial information as
disclosed in Significant Accounting Policies (1) above.
Unallocated Non-Cash expenditure other than depreciation
Segment Revenue
Total Liabilities
Total Depreciation / Amortisation
Segment Assets
Particulars
254
(32)
Nature of relationship Related party
Associate Company Indiabulls Asset Reconstruction Company Limited
(Associate till January 10,2013)
Key Management Personnel
Amount (Rs.)
Associate Key
Management
Personnel
Total
- 32,23,18,746 32,23,18,746
Amount (Rs.)
For the Year ended
March 31, 2013
82,75,997
15,43,641
5,31,165
1,91,14,066
1,25,85,979
22,40,88,545
4,17,97,040
1,43,82,313
(33)
Year ended
March 31, 2013
Amount (Rs.)
12,66,23,03,913
11,66,22,031
12,54,56,81,882
31,21,18,479
99,99,303
32,21,17,782
2.00
40.20
38.95
Mr. Saurabh Kumar Mittal, Non -Executive Director
Mr. Rajiv Rattan, Non -Executive Director
Mr. Sachin Chaudhary (CEO-Executive Director upto March 19, 2013)
Mr. Ajit Kumar Mittal, Executive Director (Non Executive Chairman upto March 19, 2013)
Face Value of Equity Shares (Rs.)
Basic Earnings Per Equity Share (Rs.)
Diluted Earnings Per Equity Share (Rs.)
Earnings Per Equity Share (EPS):
The basic earnings per Equity 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 year. Diluted earnings per Equity 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 potential dilutive effect of Employee Stock Option Plan as appropriate. Potential
dilutive Equity Shares on account of Share warrants are not adjusted being anti dilutive in nature.
Particulars
Profit After Tax and prior period adjustments (Rs.)
Less: Share of Minority (including share of Reserve Fund) (Rs.)
Profit available for Equity Shareholders (For Basic / Dilutive EPS) (Rs.)
Weighted average number of Shares used in computing Basic earnings per share (Nos.)
Add: Potential number of Equity Share that could arise on exercise of Employee Stock Options (Nos.)
Weighted average number of Shares used in computing Diluted earnings per share (Nos.)
Related Party relationships as given above are as identified by the Company.
Mr. Sameer Gehlaut
Mr. Ajit Kumar Mittal
Salary
Particulars
Remuneration to Directors
Mr. Sameer Gehlaut
Mr. Sachin Chaudhary
Mr. Ajit Kumar Mittal
Mr. Ashwini Omprakash Kumar
Salary / Remuneration
Mr. Gagan Banga
Mr. Gagan Banga
(d) Statement of Material transactions during the Year;-
Disclosures in respect of Related Parties as per Accounting Standard, AS-18, ‘Related Parties Disclosures’ as notified by the Companies
(Accounting Standards) Rules, 2006, as amended:
b) Other related parties:
a) Related Party where
significant influence exists:
Mr. Sameer Gehlaut, Chairman & Executive Director
Mr. Gagan Banga, CEO & Managing Director (Non Executive Chairman upto March 19, 2013)
Mr. Ashwini Omprakash Kumar, Deputy Managing Director (Managing Director upto March 19, 2013)
Nature of Transaction
Other receipts and payments
Salary / Remuneration (including perquisite and retirement benefits)
(c) Significant transactions with related parties during the year ended March 31, 2013:
255
(34)
(35)
(36)
(37) Restated Adjustments:- For the Year
Ended
March 31, 2013
(Rs.)
Net profit after Tax as per audited accounts(a) 12,66,06,48,871
Restated Adjustments relating to short/excess provision for tax(b) (16,55,042)
Adjusted Profit after tax(a-b) 12,66,23,03,913
(38) Since this is the first year of preparation of Consolidated Financial Informations of the Company, preceeding four years figures have not been
presented.
The Board of Directors at their meeting held on April 27, 2012 had approved the Scheme of Arrangement involving the merger of Indiabulls Financial
Services Limited (IBFSL, the Holding Company) with the Company in terms of the provisions of Sections 391 to 394 of the Companies Act, 1956 (the
“Scheme of Arrangement”). The Appointed Date of the proposed merger fixed under the Scheme of Arrangement was April 1, 2012. The Hon?ble High
Court of Delhi, vide its Order dated December 12, 2012, received by the Company on February 8, 2013, approved the Scheme of Arrangement
(Order). In terms of the Court approved Scheme of Arrangement, with the filing of the copy of the Order, on March 8, 2013 with the office of ROC, NCT of
Delhi & Haryana (the Effective Date), IBFSL, as a going concern, stands amalgamated with IBHFL with effect from the Appointed Date, being April 1,
2012 (Under the Accounting Standard 14 - Pooling of interest method). Consequent to the Scheme of Arrangement becoming effective, the Board of
Directors of the Company, at their meeting held on March 25, 2013, issued and allotted –
i) 31,25,11,167 Equity Shares of Rs. 2 each of the Company,
ii) 2,75,00,000 Warrants of the Company (against the listed warrants of IBFSL), and
iii) 2,07,00,000 Warrants of the Company (against the unlisted warrants of IBFSL held by certain promoter group entities and Key Management
Personnel of IBFSL)
to the Equity Shareholders / Warrants holders of IBFSL, against their holdings in such Equity Shares / Warrants, as on March 20, 2013 i.e. the record
date fixed by IBFSL in this regard. The issue of Equity Shares / warrants by the Company was in terms of the share exchange ratio as mentioned in the
Court approved Scheme of Arrangement. The Company is in the process of getting its shares and warrants (issued in lieu of listed warrants of IBFSL)
listed with National Stock Exchange of India Limited and BSE Limited, for which the necessary applications are being finalised to be filed with the Stock
Exchanges.
Note relating to Assignment:
The Company has entered into various agreements for the assignment/securitisation of loans with assignees, wherein it has assigned/securitised a part
of its secured loan portfolio amounting to Rs. 53,10,92,82,699 upto March 31, 2013, being the principal value outstanding as on the date of the deals
that are outstanding as on the Balance Sheet date.
The Company assigned/securitized various loan portfolios to banks and/or other institutions which are derecognised in the books of accounts of the
Company in terms of accounting policy mentioned in Significant Accounting policies in Note 1 (x) above and residual income on these Loans is being
recognised over the life of the underlying loans and not on an upfront basis.
In respect of amounts as mentioned under Section 205C of the Indian Companies Act, 1956, there were no dues required to be credited to the Investor
Education and Protection Fund as on March 31, 2013.
256
FINANCIAL INFORMATION OF GROUP COMPANIES
The information for the last 3 years based on the audited statements in respect of the listed group
companies, irrespective of whether these are covered under section 370(1) (B) of the Companies Act,
1956 or not is given hereunder:
1) Indiabulls Power Limited.
Indiabulls Power Limited. was incorporated in India on October 08, 2007 as Sophia Power Company
Limited, a public limited company, under the provisions of the Companies Act, 1956 with the Registrar
of Companies, NCT of Delhi & Haryana. The Company obtained a certificate of commencement of
business on October 12, 2007. The Company?s name was changed to Indiabulls Power Limited.
pursuant to a special resolution dated July 04, 2009. A fresh certificate of incorporation consequent
upon the name change was granted to the Company on July 07, 2009.
Brief Description of Business:
The Company is engaged in the business of developing and operating power projects in India.
The registered office of the Company is located at M- 62 & 63, 1
st
Floor, Connaught Place, New Delhi –
110001.
Financial Performance (Standalone)
(Amount in Rs. Lacs)
Particulars 31.03.2013 31.03.2012 31.03.2011 31.03.2010
Authorised Equity Capital
5,00,000.00 5,00,000.00 5,00,000.00 5,00,000.00
Authorised Preference Capital
- - -
-
Paid up Equity Capital
2,64,273.00 2,22,732.29
2,02,293.27 2,02,129.65
Reserves and Surplus (excluding
revaluation reserves)
2,71,320.65
2,09,750.25 1,90,813.57
1,89,944.07
Sales/Total Income
3,468.23
7,396.72 3,039.63
7,082.41
Profit/(Loss) after Tax (PAT)
(2,628.33)
5,242.25 966.42
3,772.43
Basic Earnings per Share (In Rs.)
(0.10) 0.251
0.048
0.208
Diluted Earnings per Share (In Rs.)
(0.10) 0.251
0.047
0.206
NAV per share (In Rs.)
20.27
19.42
19.43
19.40
Source: Audited Financial Statements (the figures for 2013 are as approved by the Board of Directors of
the Company and are yet to be adopted in the ensuing AGM)
The highest and lowest market price of shares during the preceding six months
NSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 22-Jan-2013 14.20 48,75,403 672.16
Low Price 28-Jun-2013 6.40 25,75,920 173.94
BSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 23-Jan-2013 15.00 17,42,353 234.18
Low Price 28-Jun-2013 6.40 8,85,580 59.69
257
Details of changes in capital structure during the six months preceding the date of filing of
this Information Memorandum.
Nil
Details of public or rights issue in the preceding three years.
Nil
Information regarding significant adverse factors related to the group companies:
(i) Indiabulls Power Limited. has not become a sick company within the meaning of the Sick
Industrial Companies (Special Provisions) Act, 1995 and is not under winding up;
(ii) Indiabulls Power Limited. has made a loss of Rs 2,628.33 lacs in FY 2012-13.
Indiabulls Power Limited. has not remained defunct and no application has been made to
the Registrar of Companies for striking off the name of the company during the five years
preceding the date of filing the Information Memorandum.
The Promoters have not disassociated themselves from Indiabulls Power Limited. during
the three years preceding the date of filing the Information Memorandum.
2) Indiabulls Real Estate Limited
Indiabulls Real Estate Limited was incorporated as a Public Limited Company on April 4, 2006 under
the name and style of Indiabulls Real Estate Limited, with the Registrar of Companies, NCT of Delhi
and Haryana.
Brief Description of Business:
The Company is engaged in the business of construction and development of properties, project
management, investment advisory and construction services as well as providing consultancy services on
engineering, industrial and technical matters to various industries including companies engaged in
construction - development of real estate and infrastructure projects. The registered office of the
Company is located at F-60, Malhotra Building, 2
nd
Floor, Connaught Place, New Delhi-110 001.
Financial Performance (Standalone)
(Amount in Rs. lacs)
Particulars 31.03.2013 31.03.2012 31.03.2011 31.03.2010
Authorised Equity
Capital
10,000.00 10,000.00 10,000.00 10,000.00
Paid up Equity Capital 8,480.21 9,480.21 8,044.84 8,030.78
Reserves and Surplus
(excluding revaluation
reserves)
560,659.48 568,770.57 585,979.52 633,392.94
Sales/Total Income 58,866.23 22,249.97 17,372.68 13,343.71
Profit/(Loss) after Tax
(PAT)
26,856.10 1,445.34 4,580.54 2,244.45
Basic Earnings per
Share (In Rs.)
6.08 0.34 1.14 0.38
Diluted Earnings per
Share (In Rs.)
6.07 0.34 1.13 0.37
NAV per share (In Rs.) 134.23 121.99 147.68 159.74
Source: Audited Financial Statements (the figures for 2013 are as approved by the Board of Directors of
the Company and are yet to be adopted in the ensuing AGM)
The highest and lowest market price of shares during the preceding six months
258
NSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 17-May-13 87.30 7,371,551 6,327.57
Low Price 10-Apr-13 50.20 4,946,544 2,577.36
BSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 17-May-13 87.30 1,748,747 1,500.84
Low Price 10-Apr-13 50.15 702,907 367.08
Details of changes in capital structure during the six months preceding the date of filing of
this Information Memorandum.
Nil
Information regarding significant adverse factors related to the group companies:
(i) Indiabulls Real Estate Limited has not become a sick company within the meaning of the Sick
Industrial Companies (Special Provisions) Act, 1995 and is not under winding up;
(ii) Indiabulls Real Estate Limited has not made a loss in the immediately preceding year.
Indiabulls Real Estate Limited has not remained defunct and no application has been made
to the Registrar of Companies for striking off the name of the Company during the five
years preceding the date of filing the Information Memorandum.
The Promoters have not disassociated themselves from Indiabulls Real Estate Limited
during the three years preceding the date of filing the Information Memorandum.
3) Indiabulls Infrastructure and Power Limited
The Company was incorporated in India on November 09, 2010 as a public limited company, under
the provisions of the Companies Act, 1956 with the Registrar of Companies, NCT of Delhi & Haryana,
as wholly owned subsidiary of Indiabulls Real Estate Limited. Subsequently, the Company got
demerged by way of Scheme of Arrangement among Indiabulls Real Estate Limited, Indiabulls
Infrastructure and Power Limited and their respective Shareholders and Creditors and Indiabulls
Builders Limited, Indiabulls Power Limited., Poena Power Supply Limited and their respective
Shareholders and Creditors, for demerger of the „Power Business Undertaking? of IBREL into the
Company, as a going concern.
Brief Description of Business:
The Company is engaged in the business of providing consultancy to various other companies, which
are or planning to venture into the business of generation, transmission and distribution of power or
are in the process of setting up the power generation plants.
The registered office of the Company is located at M- 62 & 63, 1
st
Floor, Connaught Place, New Delhi
110 001.
Financial Performance (Standalone)
(Amount in Rs. Lacs)
Particulars 31.03.2013 31.03.2012 For the Period
09.11.2010 to
31.03.2011
Authorised Equity
Capital
30,000.00 30,000.00 5.00
Paid up Equity Capital 25,459.13 25,459.13 5.00
Reserves and Surplus
(excluding revaluation
36,514.57 36,730.34 13.14
259
reserves)
Sales/Total Income 246.86 51.65 21.20
Profit/(Loss) after Tax
(PAT)
(215.77) (347.20) 13.14
Basic Earnings per
Share (In Rs.)
(0.02) (0.10) 26.27
Diluted Earnings per
Share (In Rs.)
(0.02) (0.10) 26.26
NAV per share (In Rs.) 4.87 4.36 36.27
Source: Audited Financial Statements (the figures for 2013 are as approved by the Board of Directors of
the Company and are yet to be adopted in the ensuing AGM)
The highest and lowest market price of shares during the preceding six months
NSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 21-Jan-2013 7.15 6,23,962 43.44
Low Price 20-Jun-2013 2.55 8,39,198 22.03
BSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 18-Jan-2013 7.20 1,88,220 13.29
Low Price 20-Jun-2013 2.53 2,40,225 6.34
Details of changes in capital structure during the six months preceding the date of filing of
this Information Memorandum.
Nil
Information regarding significant adverse factors related to the group companies:
(i) Indiabulls Infrastructure and Power Limited has not become a sick company within the meaning
of the Sick Industrial Companies (Special Provisions) Act, 1995 and is not under winding up;
(ii) Indiabulls Infrastructure and Power Limited has incurred a loss of Rs. 215.77 Lacs in FY 2012-13.
Indiabulls Infrastructure and Power Limited has not remained defunct and no application
has been made to the Registrar of Companies for striking off the name of the company
during the five years preceding the date of filing the Information Memorandum.
The Promoters have not disassociated themselves from Indiabulls Infrastructure and
Power Limited during the three years preceding the date of filing the Information
Memorandum.
4) Indiabulls Securities Limited
Indiabulls Securities Limited was incorporated as a private limited company on June 9, 1995 under
the name and style of GPF Securities Private Limited with the Registrar of Companies NCT of Delhi
and Haryana. The name of the Company was changed to Orbis Securities Private Limited and a fresh
Certificate of Incorporation was issued by Registrar of Companies on December 15, 1995 to this
effect. The Company was converted into Public Limited Company and a fresh Certificate of
Incorporation consequent to change of name to Orbis Securities Limited was issued by the Registrar
of Companies on January 5, 2004 to this effect. The name of the Company was again changed to
Indiabulls Securities Limited and a fresh Certificate of Incorporation was issued by Registrar of
Companies on February 16, 2004 to this effect.
Brief Description of Business:
260
The Company is in the business of stock and share broking, commodities trading, depository service,
distribution of Mutual Funds/IPOs and other investments and tax planning products. The registered
office of the Company is located at F-60, Malhotra Building, 2nd Floor, Connaught Place, New Delhi
110 001.
Financial Performance (Standalone)
(Amount in Rs. Lacs)
Particulars 31.03.2013 31.03.2012 31.03.2011 31.03.2010
Authorised Equity
Capital
10,000.00 10,000.00 10,000.00 10,000.00
Paid up Equity
Capital
4,622.25 4,622.25 4,622.25 4,598.81
Reserves and
Surplus (excluding
revaluation
reserves)
15,037.70 17,488.57 18,617.40 17,394.30
Sales/Total Income 13,198.71 16,545.24 33,758.47 34,475.41
Profit/(Loss) after
Tax (PAT)
5,583.55 (1,160.21) 3,737.28 6,121.75
Basic Earnings per
Share (In Rs.)
2.42 (0.50) 1.62 2.43
Diluted Earnings per
Share (In Rs.)
2.42 (0.50) 1.60 2.34
NAV per share (In
Rs.)
8.51 9.57 10.06 9.56
Source: Audited Financial Statements (the figures for 2013 are as approved by the Board of Directors of
the Company and are yet to be adopted in the ensuing AGM)
The highest and lowest market price of shares during the preceding six months
NSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 30/01/2013 12.70 19,13,611 239.19
Low Price 14/02/2013 7.70 6,30,422 59.00
BSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 30/01/2013 12.69 5,42,915 67.92
Low Price 25/03/2013 7.75 2,05,489 16.48
Details of changes in capital structure during the six months preceding the date of filing of
this Information Memorandum.
Nil
Information regarding significant adverse factors related to the group companies:
(i) Indiabulls Securities Limited has not become a sick company within the meaning of the Sick
Industrial Companies (Special Provisions) Act, 1995 and is not under winding up;
(ii) Indiabulls Securities Limited has not incurred a loss in the immediately preceding year.
Indiabulls Securities Limited has not remained defunct and no application has been made
to the Registrar of Companies for striking off the name of the company during the five
years preceding the date of filing the Information Memorandum.
261
The Promoters have not disassociated themselves from Indiabulls Securities Limited during
the three years preceding the date of filing the Information Memorandum.
5) Store One Retail India Limited
Store One Retail India Limited was incorporated as a Public Limited Company on March 18, 2005 under
the name and style of Piramyd Retail Limited, with the Registrar of Companies, Maharashtra, Mumbai.
The name of the company was changed from „Piramyd Retail Limited? to „Indiabulls Retail Services
Limited? and a fresh certificate of incorporation was issued by the Registrar of Companies on May 22,
2008 to this effect. Subsequently the registered office of the Company was shifted to the NCT of Delhi &
Haryana w.e.f. July 30, 2008. Further, the name of the Company was changed from „Indiabulls Retail
Services Limited? to „Store One Retail India Limited? and a fresh Certificate of Incorporation was issued by
Registrar of Companies on October 6, 2009 to this effect.
Brief Description of Business:
The Company is engaged into the business of providing property and facility management, plant and
machinery management and its rental services, providing infrastructure resources, wholesale trading
activities and travel agency services. The registered office of the Company is located at M- 62 & 63, First
Floor, Connaught Place, New Delhi-110 001.
Financial Performance (Standalone) (Amount in Rs. Lacs)
Particulars
31.03.2013
31.03.2012 31.03.2011 31.03.2010
Authorised Equity
Capital
2,800.00
2,500.00
2,500.00 2,500.00
Authorised Preference
Capital
400.00
400.00
-
-
Paid up Equity Capital
2,320.00
2,000.00
2,000.00 2,000.00
Paid up Preference
Capital
297.34
312.25
-
-
Reserves and Surplus
(excluding revaluation
reserves) and net of
debit balance in the
Profit & Loss Account
5,977.03
2882.43
(25,466.81)
(21,949.68)
Sales/Total Income
9,368.01
5,142.02
595.29 1,885.67
Profit/(Loss) after Tax
(PAT)
3,766.21
1,183.93
(3,517.12)
(5,119.71)
Basic Earnings per Share
(In Rs.)
17.76
5.92
(17.59)
(25.60)
Diluted Earnings per
Share (In Rs.)
17.40
5.92
(17.59)
(25.60)
NAV per share (In Rs.)
35.76
24.41
(117.33)
(99.75)
Source: Audited Financial Statements (the figures for 2013 are as approved by the Board of Directors of
the Company and are yet to be adopted in the ensuing AGM)
The highest and lowest market price of shares during the preceding six months
NSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 23-Jan-13 48.55 1,701 0.80
Low Price 25-Mar-13 24.60 7,957 2.07
262
BSE
Date Price (Rs.) No. of Shares Total Turnover
(Rs. Lacs)
High Price 22-Jan-13 48.50 13,296 6.32
Low Price 25-Mar-13 24.40 22,335 5.78
Details of changes in capital structure during the six months preceding the date of filing of
this Information Memorandum.
Nil
Information regarding significant adverse factors related to the group companies:
(i) Store One Retail India Limited has not become a sick company within the meaning of the Sick
Industrial Companies (Special Provisions) Act, 1995 and is not under winding up;
(ii) Store One Retail India Limited had not made a loss in the immediately preceding year.
Store One Retail India Limited has not remained defunct and no application has been made to
the Registrar of Companies for striking off the name of the company during the five years
preceding the date of filing the Information Memorandum.
The Promoters have not disassociated themselves from Store One Retail India Limited during
the three years preceding the date of filing the Information Memorandum.
263
CHANGES IN ACCOUNTING POLICIES IN THE LAST THREE YEARS
There has been no change in the accounting policies of Indiabulls Housing Finance Limited in the last
three years.
264
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the purpose of the Management Discussion and Analysis, Indiabulls Housing Finance (IBHFL) is
defined as the consolidated merged entity, post merger of Indiabulls Financial Services Limited, and
other subsidiaries. The terms „the Company? and „Indiabulls? also refer to the consolidated entity. HFC
refers to Housing Finance Company.
ECONOMIC SCENARIO:
The GDP growth rate for FY 12-13 is estimated at 5.9%. But it is expected that several initiatives
taken by the government during the course of the year will prove to be catalysts in spurring the
growth rate. Some of these initiatives are FDI in multi brand retail and aviation sectors, diesel price
partial deregulation, capping the number of subsidized LPG gas cylinders and proposed measures like
opening of the pension sector to foreign investments and raising the FDI cap in insurance to 49%.
Monetary policy has finally begun to show a pro growth inclination. With inflation moderating to sub
7% levels, in the second half of the year, RBI moved to address the liquidity deficit issue which was
constraining growth. Over the course of the last financial year, the Reserve bank dropped repo rate by
100 basis points to 7.50% and cut the CRR by 75 basis points to 4.00% from year opening figure of
8.50% and 4.75% respectively.
Headline WPI inflation is expected to further reduce to sub 6% levels over FY13-14 especially on the
back of normal monsoons. This will afford the RBI more headroom in reducing repo rate and CRR.
INDUSTRY OVERVIEW:
The home loan industry in India mainly comprises of banks and Housing Finance Companies (HFCs).
The National Housing Bank (NHB) operates as the nodal regulatory agency to promote, regulate and
provide financial and other support to HFCs at local and regional levels. HFCs primarily depend on
funding sources such as loans from banks and financial institutions, refinance from NHB, borrowing
through bonds and debentures, commercial paper, subordinate debt, besides their own equity and
reserves.
A decade of steady economic growth driven by the industrial and service sector has resulted in steady
growth in per capita income. This has triggered a migration towards urban areas chasing expanding
job opportunities in the service and non-agricultural sectors. Cascading effects of this are growing
income levels and fragmentation of traditionally large family structures into smaller nuclear units.
Economic growth has also meant that availability of finance is now easier, quicker and more customer
centric. All these factors, coupled with a large housing shortfall, have converged to trigger an
unprecedented boom in the housing market, and resultantly in the housing loan market.
Indeed, the housing finance sector has witnessed high levels of sustained growth over the last several
years. Housing finance disbursals have grown at a CAGR of 30% in the ten years between 2000-01
and 2010-11. The total outstanding domestic housing credit has grown at a CAGR of 20% in the five
years between 2004-05 and 2010-11.
Being specialist finance companies, HFCs have processes and procedures completely tuned to their
products. They have the optimal distribution network with presence in locations and localities where
demand and potential is the highest. Key personnel such as the sales teams, credit teams and the
collection network are extensively trained to administer and manage housing loans. And indeed,
housing loans as a product is unique in many respects.
Housing loans require continuous and constant engagement with the customer, unlike fixed interest,
fixed EMI retail individual loans. Housing loans are almost always extended at a variable rate of
interest and have tenures of over 15 years. Constant customer engagement is necessitated by factors
such as changing EMIs due to changes in rates of interest; customers having the option to opt for a
change in tenure or change in EMI with changes in interest rates; customers opting to pre-pay over
the long duration of the loan; customers opting to transfer in, from another lender, or transfer their
balance out, to another lender, in the search of more favourable terms.
265
As most of the housing loans extended towards under-construction properties is construction linked,
on the loan appraisal and disbursal part of the operations, HFCs have to have the ability to asses
various residential real estate developers to effectively estimate construction and other project related
risks. Though the customer bears the responsibility for complete servicing and repayment of the loan
irrespective of completion and delivery of the housing unit, construction and project risks nevertheless
have a bearing on proper loan repayment and collateral realization in the event of a default.
With increasing competition finance companies and banks that are best placed to manage the unique
dynamics of the housing loan product are at an advantage. HFCs, having built their operations
exclusively around housing loans, have been witnessing a steady growth in market share. In FY 2012-
13, HFCs contributed 47% of the domestic housing finance growth over the previous year, up from
only 22% in FY 2005-06. This trend is expected to continue with HFCs capturing an ever increasing
share of the mortgage finance market.
Promoting home ownership, especially in the affordable housing segment has been a high government
priority. Underlining this, the Finance Minister raised tax deduction limit by Rs. 1 lakh for first-time
home buyers. This translates to reduction in the effective rate of interest that the home purchaser has
to pay on any loan that he avails.
BUSINESS OVERVIEW:
The Company, as an incorporated legal entity came into existence on May 10, 2005, under the
Companies Act, 1956, having been registered on such date with the Registrar of Companies, NCT of
Delhi and Haryana vide registration no. U65922DL2005PLC136029 and obtained the certificate for
commencement of business on January 10, 2006, to enable it to carry on the business of housing
finance, upon receipt of the license to do so from the National Housing Bank. Indiabulls Financial
Services Limited (IBFSL), the erstwhile promoter of the Company, incorporated on January 10, 2000
and since March 30, 2001, had already been functioning, as a non banking finance company. The
merger of IBFSL with the Company, on a going concern basis, therefore ensured a continuity of the
Company?s business, since March 30, 2001.
The Company is India?s 3rd largest Housing Finance Company post the merger with its wholly owned
erstwhile parent Company, Indiabulls Financial Services Limited. The company manages loan assets of
Rs 34,425 Cr as on March 31, 2013 (consolidated basis).
In the year end March 31, 2013 the company clocked a PAT of Rs 1,266 Cr, an increase of 25.8%
over FY 2011-12?s PAT of the erstwhile holding company IBFSL of Rs 1,006 Cr (consolidated basis).
Indiabulls has nationwide presence through its network of 200 branches spread across 20 states and
union territories. Over the last decade the company has expanded its branch network to effectively
cover geographical areas relevant to its suite of products.
Stable, Long-term and diversified liability profile:
The company has a diversified liability profile. The company raises long term finances through bonds
and term loans.
The company counts many leading banks (including PSU banks, Private banks and Foreign banks) and
leading Financial Institutions amongst its lenders.
Loan Sell Down:
A significant proportion of the company?s sub 25 lakh home loan sourcing and its commercial vehicle
loans qualify as priority sector lending for banks. The company regularly sells down such assets thus
helping its banking partners in meeting their priority sector lending targets.
An Asset base of high quality secured assets:
The company continues to have stable, low levels of non-performing assets. Focus on low risk home
loans and other mortgage backed lending has ensured that incremental book has contributed very low
levels of incremental delinquencies.
266
Prudential Norms for Housing Finance Companies:
National Housing Bank (NHB) regulates the HFCs and issues guidelines on income recognition, asset
classifications, provisioning, provisioning for bad and doubtful debts, capital adequacy, accounting and
disclosure policies, fair practice code and asset liability management.
As against the regulatory requirement of 12%, IBHFL?s capital adequacy ratio stands at 18.47% of the
risk weighted assets (of which Tier 1 capital is 14.96%).
Awards and Accolades:
Indiabulls Housing Finance Limited (IBHFL) was recently awarded the “Housing Finance Company of
the year “award by the Accommodation Times. This was in recognition of IBHFL?s contribution to the
housing industry by providing affordable home loans while maintaining high quality of customer
service.
IBHFL was conferred the prestigious “Best Employer Brand” award for its human resource practice by
The Institute of Public Enterprises.
Experienced Senior Management Team:
IBHFL has had low levels of attrition within its key departments and especially among the experienced
senior management team. With an average vintage of 5 years the mortgage credit appraisal team has
been instrumental in the loan book?s steady growth with low levels of incremental delinquency.
All of the company?s loan recovery efforts in-housed with no cases being allocated to external
collection agencies. This experienced collection team has been a big factor in the company being able
to maintain healthy asset quality.
The company?s senior management team that manages key products has remained unchanged since
the initiation of their respective business lines. From time to time the company has recruited laterally
from within the industry to bolster its growth. As a result, today the middle and the senior
management team of the company have rich experience within the financial services industry, have
been with the company for several years and form the stable and reliable backbone of the company.
Marketing Initiatives:
Property Fair:
In 2012, IBHFL for the first time, hosted an exhibition on its own, Indiabulls Home Loans “Awas 2012
– A Budget Home Show “25 lakh Mein Ghar – A dream home. The event had participation from 24
reputed developers across Mumbai and Navi Mumbai. This was very well received by both prospective
home buyers and the real estate development community.
Going Beyond India:
? Indiabulls group has entered into an agreement with Qatar?s Doha Bank for offering mortgage
loans to Doha bank?s NRI customers for purchasing properties in India. The tie-up with
Doha bank gives the company access to the affluent gulf-based NRI population.
? This partnership with Doha bank marks an important milestone in Indiabulls quest for a global
footprint. The middle East Gulf region in general and Qatar, Kuwait and UAE in particular are
strategic markets for us in view of burgeoning Indian Diaspora in these countries.
? IBHFL recently opened an office in London. This is again with the objective of making home
loans available to the NRI community looking to purchase properties in India.
Focused Distribution Network:
The financial year 2012-12, saw the company further expanding its branch network. The company
now has 200 branches spread across 20 states. These well-appointed branches are located in localities
which are accessible to the company?s focused customer segment.
267
IBHFL sources its home loans and other retail mortgage and commercial vehicle loans through a well-
trained Direct Sales Team of over 1,800 employees. The company also relies on the tie-ups with
external direct sourcing agents to source some portion of its business.
The company entered into sourcing tie-ups with Yes Bank and Doha Bank during FY12-13. This vastly
enhances the company?s distribution search, giving it immediate presence in 430 of Yes Bank?s
branches across the country. The tie-up with Doha Bank gives the company access to the affluent
Indian diaspora in the Middle East.
Business Strategy
Indiabulls lending business aims to continue to grow as a leading Home Loans provider and build a
stable, secure and sustainable business that is focused on maximizing growth opportunities within the
financial services industry. It is our intention to adopt a cautious credit underwriting approach while
maintaining high growth rates and profitability in all our business segments. The company focuses on
operational excellence, prudent credit policies, adequate fraud control, and an effective collection
mechanism.
Indiabulls is one of India’s Leading Home Loan Providers
A growing population and a rapidly expanding economy have led to a sustained demand for home
ownership. This demand is further driven by changes in demographic profile including increase in the
rate of household formation due to a structural shift from a joint family system to smaller nuclear
families, rapid urbanization and rise in disposable income levels.
To encourage home purchase, especially in the affordable housing segment, the Finance Minister
recently raised the tax deduction limit by Rs.1 lakh for first-time home buyers. An individual availing a
loan of upto Rs 25 lakh for his first home from a bank or a housing finance corporation during April 1,
2013 to March 31, 2014, will be entitled to an additional deduction of interest of up to Rs.1 lakh over
and above the current limit of Rs.1.5 lakh. If the limit is not exhausted, the balance may be claimed in
2014-15. This move is likely to encourage home buyers and promote home ownership. This will
benefit IBHFL, as a majority of the home loan business comes from the sub 25 loan segment.
IBHFL?s diversified and long term liabilities with stable cost of funding, leverage from high team
productivity and operational competencies will enable the company to offer competitively priced home
loans to its customers.
An expanding branch network and a growing sales force completes the product delivery and
fulfillment. Sourcing tie-ups with Yes Bank and Doha Bank have further extended the company?s
reach.
Expanding our home loans business successfully and profitably not only helps in servicing the financial
needs of millions of aspiring home owners but also allows us to positively contribute to the Indian
growth story.
Continue to Grow our Client Base and Maintain a High-quality Loan Portfolio
The Company is focused on long term low risk secured lending, such as mortgage-backed loans and
commercial vehicle financing. As the Company continues to grow its client base, it will maintain its
focus on secured lending to low risk segments in order to maintain high-quality loan portfolio and
minimize client delinquencies and defaults. It will continue to pursue a Stable Liability Mix. This is
important as IBHFL is a Housing Finance Company and relies on short, mid and long-term funding
from banks and FIIs and from the bonds and Commercial Paper market. The Company has sufficient
funds to meet the short-term funding needs. The Company continues to identify various alternative
sources of funding to diversify its funding sources and maintain stable, low cost of borrowing.
Perceived Business Risks
The Company?s business activities expose it to a variety of risks including liquidity risk and interest
rate risks. Identification and management of these risks are essential to its success and financial
soundness.
268
Internal Control Systems
The Company has adequate system of internal controls for business processes, with regard to
operations, financial reporting, fraud control, compliance with applicable laws and regulations, etc.
Regular internal audits and checks ensure that responsibilities are executed effectively. The Audit
Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal
control systems and suggests improvement for strengthening the existing control system in view of
changing business needs from time to time.
Real Estate Industry
With increasing urbanization, growing demand for residential spaces; the real estate industry
witnesses a continually changing landscape. The sector is particularly sensitive to interest rate
movements, credit availability and land acquisition, and building & construction norms. While the
supply side is characterized by long-gestation periods and is exposed to execution and financing risks,
the demand side is sharply affected by prevailing interest rates and buyers? expectation of price
movements. The Company?s disbursals are directly linked to credit offtake that funds new real estate
purchases and as such is exposed to the factors laid out above.
Human Resources
IBHFL firmly believes that its employees are key to driving performance and developing competitive
advantage. The emphasis has been on proper recruitment of talent and empowerment while devoting
resources for their continuous development.
The Company aims to build a team of dedicated employees who work with passion and a sense of
belongingness and play a defining role in accelerating the growth of the Company.
Indiabulls CSR Initiative - Drug Access Program for cancer patients in partnership with
Novartis
Novartis Oncology Access (NOA) program:
The NOA program is a drug access program to help patients, for the treatment of Ph+ chronic myeloid
leukemia (CML) in chronic phase, accelerated phase and the blast crisis, who cannot afford to pay for
the entire treatment cost. This program is run by Novartis along with its partner Physicians, who
enroll patients under this program after diagnosis. The MAX Foundation, an independent NGO, assists
patients throughout the program in completing formalities and procurement of medicines. The
Company, as a NOA partner performs the task of local credit evaluation agency which works as an
independent and unbiased body for the financial analysis and assessment of the patient and his family
members? earning capacity to ascertain their affordability of the medical expenses on such critical
disease. In doing this the company follows standard operating procedure (SOP) prescribed by Novartis
based on the WHO guidelines for drug donation programs.
Cautionary Statement
Statements in this Management Discussion and Analysis Report describing the Company?s objectives,
projections, estimates and expectations may be forward looking statements within the meaning of
applicable laws and regulations. Actual results might differ materially from those either expressed or
implied.
The Company is not under any obligation to publicly amend, modify or revise any forward looking
statements on the basis of any subsequent developments, information or events.
269
SECTION VI- LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
LITIGATIONS AGAINST INDIABULLS HOUSING FINANCE LIMITED (“IBHFL”)
Indiabulls Housing Finance Limited (“IBHFL”) and its subsidiaries are subjected to various legal
proceedings from time to time, mostly arising in the ordinary course of its business. Cases filed
against IBHFL and its subsidiaries, currently pending before various legal foras, are primarily in the
nature of consumer complaints, arbitration claims, civil cases, labour cases, insolvency cases etc.
Apart from the above, IBHFL is subjected to the below mentioned 2 cases;
(i) Amaprop Ltd. has filed a petition against IBHFL under section 48 of Arbitration & Conciliation
Act, 1996 whereby the petitioner has sought enforcement of an Arbitral Award to which IBHFL
has filed its objections. The petition is currently pending adjudication before the High Court of
Delhi at New Delhi. The pleadings have been completed in the said matter and arguments have
commenced.
(ii) MMTC Ltd., a public sector undertaking, with whom IBHFL has incorporated a public limited
company (with the objective of setting up an integrated online national level commodities
exchange under the Forward Contracts (Regulation) Act, 1952), has moved the Company Law
Board by way of a company petition under Sections 397/398 of the Companies Act, 1956 inter
alia challenging the induction of a new anchor investor in the joint venture concern and has
further alleged that IBHFL has acted/ conducted the affairs of the joint venture concern in a
manner which amounts to oppression/mismanagement.
IBHFL has vehemently refuted the allegations leveled against it and sought outright dismissal of
the petition by way of an application questioning the maintainability of the company petition
inter alia on the grounds that there is no violation by induction of the new anchor investor and
that the company petition cannot be entertained by the Board. Arguments on the said
maintainability application have commenced.
Except as described above, IBHFL and its subsidiaries are not involved in any legal proceedings and in
its opinion no proceedings are threatened, which may have a material adverse effect on the business,
financial position, profitability or results of operations of IBHFL and its subsidiaries.
LITIGATIONS AGAINST PROMOTERS AND DIRECTORS OF INDIABULLS HOUSING FINANCE
LIMITED
The Promoters / Directors of IBHFL, in their capacity as director of other companies / alleged to be
director of other companies, are / were parties in few insignificant litigations in the nature of
complaints, recovery suit, consumer complaint etc, which may not have any material adverse effect
on their financial position, capabilities etc or in the business or operations of IBHFL and its
subsidiaries.
LITIGATIONS AGAINST INDIABULLS SECURITIES LIMITED (“ISL”)
Indiabulls Securities Limited (“ISL”) and its subsidiaries are subjected to various legal proceedings
from time to time, mostly arising in the ordinary course of their business, which are primarily in the
nature of consumer complaints, arbitration claims/appeals criminal complaints and civil cases. These
litigations primarily relate to disagreement with respect to certain transactions executed in the trading
account of the clients.
Few clients have filed criminal complaint in relation to disputes regarding certain transactions
executed in their securities trading account. The details are as under:
(i) Satya Narayan Singh had filed a complaint before the Judicial Magistrate, Ist class, Vrindawan,
Mathura. The police have filed the investigation closure report stating that no cognizable offence
has been made out. The matter is currently pending for closure before the Judicial Magistrate.
270
(ii) Ramesh Kumar Gupta had filed a complaint before the court of Judicial Magistrate, Kaithal
(Haryana). The police have filed its investigation closure report stating that no cognizable
offence has been made out. The matter is currently pending for closure before the Judicial
Magistrate.
(iii) K. Bharathi had filed a complaint before the court of Chief Metropolitan Magistrate, Chennai
(Tamil Nadu). The Hon?ble High Court on a petition by the Company has stayed the proceedings
of the complaint before Chief Metropolitan Magistrate.
(iv) Gurinder Singh Sahota alongwith his brother & a company in which they are directors had filed a
complaint before the court of Metropolitan Magistrate, Delhi. The Hon?ble High Court on a
petition by the Company has stayed the proceedings of the complaint before the Metropolitan
Magistrate.
(v) A complaint filed by Manisha Phaltnakar is pending adjudication before the District Judge,
Kalyan, Thane.
Apart from the above litigations, SEBI has filed an appeal before Hon?ble Supreme Court of India
against the order passed by Securities Appellate Tribunal setting aside SEBI?s adjudication order
imposing penalty. The Hon?ble Supreme Court has issued notices, however no stay has been granted.
Except as described above, ISL and its subsidiaries are not involved in any legal proceedings and in
their opinion no proceedings are threatened, which may have a material adverse effect on the
business, financial position, profitability or results of operations of ISL or its subsidiaries.
LITIGATIONS AGAINST INDIABULLS REAL ESTATE LIMITED (“IREL”)
Indiabulls Real Estate Limited (“IREL”) and its subsidiaries are subjected to various legal proceedings
from time to time, mostly arising in the ordinary course of their business. The legal proceedings
initiated by various parties are primarily in the nature of consumer complaints, arbitration claims, civil
cases, cases under section 138 of Negotiable Instrument Act etc. These litigations do not have any
material adverse effect on the business or financial position of IREL.
Apart from the above, IREL is subjected to the below mentioned cases
(i) Vijaybhai Mohanlal Shah and few others who have made provisional reservations for
apartment(s) in a proposed residential project of Albina Real Estate Pvt. Ltd, a subsidiary of
IREL have filed complaint(s) before the Learned Magistrate, Ahmedabad. The Hon'ble High
Court of Gujarat on petitions preferred for quashing of the complaints, has been pleased to
stay the proceedings before the Learned Magistrate.”
(ii) Sushma Kapoor who had made provisional reservations for a apartment in a proposed
residential project of Selene Constructions Limited, a subsidiary of IREL, has besides other
proceedings also Metropolitan Magistrate, New Delhi. The allegations have been vehemently
refuted and outright dismissal of the complaint has been sought. The matter is currently
pending adjudication.
Except as described above, IREL including its subsidiaries are not involved in any legal
proceedings and in their opinion no proceedings are threatened, which may have a material
adverse effect on the business, financial position, profitability or results of operations of IREL
or its subsidiaries.
LITIGATIONS AGAINST STORE ONE RETAIL INDIA LIMITED (“SORIL”)
Store One Retail India Limited (“SORIL”) is subjected to various legal proceedings from time to time,
mostly arising in the ordinary course of its business.. The legal proceedings initiated by various parties
are primarily in the nature of consumer complaints, arbitration claims, civil cases etc. primarily
relating to disputes with regard to marketing schemes, disputes with vendors, recovery of money, etc.
Except as described above, SORIL is not involved in any legal proceedings and in its opinion no
proceedings are threatened, which may have a material adverse effect on the business, financial
position, profitability or results of operations of SORIL.
271
LITIGATIONS AGAINST INDIABULLS POWER LIMITED. (“IPL”)
Except as described below, there are no legal proceedings against Indiabulls Power Limited. (“IPL”)
and its subsidiaries and no proceedings in the opinion of IPL are threatened, which may have a
material adverse effect on the business, financial position, profitability or results of operations of IPL
or its subsidiaries.
Cases filed against IPL and its subsidiaries are in the nature of public interest litigations, arbitration
claim, writ petition and suits. Some of the significant cases are as follows:
(i) A public interest litigation filed by the Society for Environmental Protection, Amravati, before
the Nagpur Bench of the Bombay High Court claiming that the Power Plant project being set
up by IPL at Amravati may result in environmental hazards, and therefore inter alia sought
that State of Maharashtra should reconsider the permission granted to IPL. The High Court
has transferred the case to the National Green Tribunal, Delhi.
(ii) A Public Interest Litigation has been filed before Aurangabad Bench of the High Court of
Bombay by few agriculturists from Kopargaon challenging allocation of water to Power Plant
being setup by IRL, subsidiary of IPL, at Sinnar, Nasik.
(iii) An appeal has been filed by Wardha Power Company Ltd. before the Appellate Tribunal for
Electricity (“APTEL”) against the order of Maharashtra Electricity Regulatory Commission
approving purchase of additional quantum of electricity by MSEDCL from IRL on a long term
basis. Pleadings are being completed in the matter.
LITIGATIONS AGAINST INDIABULLS WHOLESALE SERVICES LIMITED (“IWSL”)
Indiabulls Wholesale Services Limited (“IWSL”) is subjected to various legal proceedings from time to
time, mostly arising in the ordinary course of their business, which are primarily in the nature of
consumer complaints and other miscellaneous cases.
Except as described above, IWSL is not involved in any legal proceedings and in its opinion no
proceedings are threatened which may have a material adverse effect on the business, financial
position, profitability or result of operation of IWSL.
272
GOVERNMENT APPROVALS OR LICENSING ARRANGEMENTS
The Company has all the necessary licenses, permissions and approvals, as may be applicable, from
the Central and State Governments and other government agencies/certification bodies required for
the business and no further approvals are required by the company, except those mentioned
separately hereunder, and those approvals that may be required to be taken from any government or
any other authority in the normal course of business from time to time to continue the activities, and
those mentioned under the heading Risks Envisaged.
The Company does not require any other approvals or renewals, except as mentioned specifically
hereunder.
In view of the approvals listed below, the Company can undertake its current and proposed business
activities and no further material approvals are required from any Government authority to continue
such activities.
INVESTMENT APPROVALS
As per Notification No. FEMA 20 / 2000 - RB dated 3rd May 2000, as amended from time to time,
under automatic route of Reserve Bank, the Company is not required to make an application for Issue
of Equity Shares to NRIs/FIIs with repatriation benefits. However, the allotment / transfer of the
Equity Shares to NRIs/FIIs shall be subject to prevailing RBI Guidelines. Sale proceeds of such
investments in Equity Shares will be allowed to be repatriated along with the income thereon subject
to the permission of the RBI and subject to the Indian tax laws and regulations and any other
applicable laws.
GOVERNMENT AND OTHER APPROVALS:
S.
No.
Name of Registration Name of Issuing
Authority/Department
Licence/
Registration No.
1. Certificate of Incorporation for
incorporation of the Company as
Indiabulls Housing Finance
Limited
Registrar of Companies, NCT
of Delhi and Haryana
U65922DL2005PLC136029
2. Registration with National
Housing Bank under section 29A
of the National Housing Bank
Act, 1987
National Housing Bank 02.0063.05
3. Permanent Account Number Income Tax Department,
Government of India
AABCI3612A
4. TDS Account Number National Securities Depository
Limited, Mumbai.
DELI05455C
5. Service Tax Code Assistant Commissioner,
Central Excise
AABCI3612AST002
IT MUST, HOWEVER BE, DISTINCTLY UNDERSTOOD THAT IN GRANTING THE ABOVE-
MENTIONED APPROVALS, THE CENTRAL GOVERNMENT, STATE GOVERNMENT, RBI AND
OTHER AUTHORITIES DO NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL
SOUNDNESS OF THE COMPANY OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS.
273
SECTION VII - OTHER REGULATORY AND STATUTORY
DISCLOSURES
Authority for listing:
The Hon?ble High Court of Delhi at New Delhi, vide its Order dated December 12, 2012, has approved
the Scheme of Arrangement among Indiabulls Financial Services Limited, Indiabulls Housing Finance
Limited and their respective Shareholders and Creditors, whereby the Amalgamating Company has
been amalgamated with the Amalgamated Company with effect from April 01, 2012 (i.e. the
Appointed Date under the Scheme) pursuant to Sections 391 to 394 and other relevant provisions of
the Companies Act, 1956, as contemplated under the Scheme.
The Scheme is operative from the Appointed Date i.e., April 01, 2012. However it came into effect
from the date of filing of Form 21 with the Registrar of Companies, NCT of Delhi and Haryana, which
was March 8, 2013.
Prohibition by the SEBI / RBI
There is no prohibition on the Indiabulls Housing Finance Limited, Promoters, Promoter Group,
Directors, Group Companies, from accessing the capital market for any reasons by the SEBI or any
other authorities.
There is no action pending with SEBI / RBI against the Directors of Indiabulls Housing Finance
Limited.
Indiabulls Housing Finance Limited, its Promoters, Group Companies, The Relatives (as per Companies
Act, 1956) of Promoters, Group Companies are not identified as willful defaulters by Reserve Bank of
India or other authorities.
Eligibility Criterion
There being no initial public offering or rights issue, the eligibility criteria in terms of Chapters III and
IV of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 are not applicable.
However, SEBI has vide its letter no. CFD/DIL/HB/MT/15061/2013 dated June 21, 2013, relaxed the
applicability of provisions of Regulation 19(2)(b) of the Securities Contract (Regulations) Rules, 1957.
The Company has submitted this Information Memorandum to BSE and NSE. The Information
Memorandum would also be made available on the website of BSE, www.bseindia.com and NSE,
www.nseindia.com and the Company?s website http://www.indiabulls.com.
Any other information as may be prescribed by SEBI from time to time
None
General Disclaimer from the Company
The Company accepts no responsibility for statement made otherwise than in the Information
Memorandum or in the advertisements to be published in relation to this Scheme or any other
material issued by or at the instance of the Company and anyone placing reliance on any other source
of information would be doing so at his or her own risk. All information shall be made available by the
Company to the public and investors at large and no selective or additional information would be
available for a section of the investors in any manner.
Caution
Indiabulls Housing Finance Limited accepts no responsibility for statements made
otherwise than in this Information Memorandum or in the advertisement or any other
material issued by or at the instance of our Company and that anyone placing reliance on
any other source of information would be doing so at his own risk. Our Company shall make
all information available to the equity shareholders and no selective or additional
information would be available for a section of the equity shareholders in any manner
whatsoever including at presentations, in research or sales reports etc. after filing of this
Information Memorandum.
274
Disclaimer with respect to jurisdiction
This Information Memorandum has been prepared under the provisions of Indian laws and the
applicable rules and regulations there under. Any disputes arising out of this Issue will be subject to
the jurisdiction of the appropriate court(s) in New Delhi, India only.
Disclaimer Clause of BSE
As required, a copy of this Information Memorandum has been submitted to BSE.
The BSE had vide its letter dated June 28, 2012, given its „No-Objection? to the Scheme of
Arrangement under clause 24(f) of the Listing Agreement and by virtue of that No-Objection, BSE?s
name in this Information Memorandum can be used as one of the Stock Exchanges on which the
Company?s securities are proposed to be listed.
The BSE does not in any manner:
? Warrant, certify or endorse the correctness or completeness of any of the contents of this
Information Memorandum; or
? Warrant that this Company?s securities will be listed or will continue to be listed on the BSE;
or
? Take any responsibility for the financial or other soundness of this Company; and
? It should not for any reason be deemed or construed to mean that this Information
Memorandum has been cleared or approved by the BSE.
Every person who acquires any securities of this Company may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason
of any loss which may be suffered by such person consequent to or in connection with such
subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for
any other reason whatsoever.
Disclaimer Clause of NSE
As required, a copy of this Information Memorandum has been submitted to NSE.
The NSE had vide its letter dated June 07, 2012, given its „No-Objection? to the Scheme of
Arrangement under clause 24(f) of the Listing Agreement and by virtue of that No-objection, NSE?s
name in this Information Memorandum can be used as one of the Stock Exchanges on which the
Company?s securities are proposed to be listed.
The NSE has scrutinized this Information Memorandum for its limited internal purpose of deciding on
the matter of granting the aforesaid permission to this Company. It is to be distinctly understood that
the aforesaid permission given by the NSE should not in any way be deemed or construed that the
Information Memorandum has been cleared or approved by the NSE nor does it in any manner
warrant, certify or endorse the correctness or completeness of any of the contents of this Information
Memorandum; nor does it warrant that this Company?s securities will be listed or will continue to be
listed on the NSE; nor does it take any responsibility for the financial or other soundness of this
Company, its promoters, its management or any scheme or project of this Company.
Every person who acquires any securities of the Company may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against the NSE whatsoever by reason of any
loss which may be suffered by such person consequent to or in connection with such subscription
/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason
whatsoever.
Filing
This Information Memorandum has been filed with BSE, Listing Department, at Phiroze Jeejeebhoy
Towers, Dalal Street, Mumbai, 400001 and with NSE, Listing Department, at Exchange Plaza, Bandra
Kurla Complex, Bandra (E), Mumbai 400051. All the legal requirements applicable till the date of filing
the Information Memorandum with the Stock Exchanges have been complied with.
275
Listing
Application will be made to BSE and NSE for permission to deal in and for an official quotation of the
Equity Shares and Warrants of the Company. The Company has nominated BSE as the designated
Stock Exchange for the aforesaid listing of the Equity Shares and Warrants. The Company has taken
steps for completion of necessary formalities for listing and commencement of trading at BSE and
NSE.
Designated Stock Exchange
The designated stock exchange is BSE.
Expert Opinion, if any
Save and except as indicated elsewhere in this Information Memorandum, no other expert opinion has
been obtained by the Company.
Previous Public or Rights issues, if any during the last five years:
The Company has not made any previous public or rights issue since incorporation.
Previous issues of securities otherwise than for cash.
The Company has not issued any security, previously, otherwise than for cash.
Commission or brokerage on previous issues
Nil
Indiabulls Housing Finance Limited did not make any capital issue during the last three
years.
Indiabulls Power Limited., a group company, came with Initial Public Offering (IPO) of its Equity
shares in the month of October 2009, whereby 33,98,00,000 Equity shares of face value Rs. 10 each
were offered to the Public together with a Green Shoe Option of 5,09,00,000 Equity shares, at an
issue price of Rs. 45 per share (including premium of Rs.35/- per share). The shares of the Company
were listed on BSE and NSE w.e.f. 30th October, 2009. The paid-up capital of the Company after the
IPO and GSO to the IPO was Rs. 2019,85,23,460 divided into 201,98,52,346 fully paid equity shares
of Rs.10/- each.
Details of all Outstanding debentures or bonds and redeemable preference shares and
other instruments issued by Indiabulls Housing Finance Limited outstanding as on the date
of offer document.
Nil
Stock market data for Equity Shares and Warrants of Indiabulls Housing Finance Limited
Equity Shares and Warrants of the Company are not listed on any stock exchange. The Company is
seeking approval for listing of its Equity Shares and Warrants through this Information Memorandum.
Mechanism evolved for redressal of investor grievances in Indiabulls Housing Finance
Limited
The Company has appointed M/s Karvy Computershare Private Limited as its Registrar and Transfer
agent for handling the share registry work relating to shares held both in physical and electronic form
at a single point. As per the Memorandum of Understanding with the Registrar, it shall strive to
redress the investor complaints within one month of its receipt. The Company has also constituted an
Investors? Grievance Committee to deal with the grievances of investors related to transfer of shares,
non-receipt of balance sheet, non-receipt of declared dividend, transfer, transmission, transposition,
nomination, dividend, change of name/address/signature, registration of mandate / Power of
Attorney, replacement/split /consolidation of share certificate/demat/remat of shares, issue of
duplicate certificates etc.
Details of the number of investor complaints received during the three years preceding the
filing Information Memorandum with the Designated Stock Exchange and the number of
complaints disposed off during that period.
Nil
Details of the number of investor complaints pending on the date of filing Information
Memorandum with the Board.
Nil
276
Details of the number of investor complaints pending as on March 31, 2013 in respect of
the listed group companies.
S.NO. Name of the Company Number of pending
Investor complaints
1) Store One Retail India Limited Nil
2) Indiabulls Securities Limited 3
3) Indiabulls Real Estate Limited Nil
4) Indiabulls Infrastructure and Power Limited Nil
5) Indiabulls Power Limited. Nil
Details of the time normally taken for disposal of various types of investor grievances.
Details of Change, if any, in the auditors of Indiabulls Housing Finance Limited during the
last three years, and reasons, thereof.
Nil
Details of Capitalization of reserves or profits (during last five years) by Indiabulls Housing
Finance Limited.
Nil
Details of Revaluation of assets, if any (during the last five years) by Indiabulls Housing
Finance Limited.
Nil
Demat Credit
The Company has executed Agreements with NSDL & CDSL for admitting its securities in demat form.
The Company?s Equity Shares and Warrants (issued in lieu of listed warrants of IBFSL) were allotted
on March 25, 2013 in physical/ dematerialized form to those shareholders and warrantholders,
respectively who have provided necessary details to the Company and/ or who were holding their
Equity Shares and Warrants in Indiabulls Financial Services Limited in demat form as well as physical
shares as on the Record date. The Company?s ISIN for Equity Shares is INE148I01020 and for
Warrants is INE148I13017.
S. No Nature of the Complaint/Grievance Standard Redressal Time
1. Non-receipt of S/C after rejecting DRN 10-15 days
2. Non-receipt of Dividend 10-15 days
3. Non- receipt of S/C 10-15 days
4. Non receipt of Annual Report 02 days
5. Change of Address 7-10 days
6. Bank Mandate 7-10 days
7. Transmission 30 days
8. Demat of Shares 15 days
9. Nomination of Shares 10 days
10. Registration of Power 7-10 days
11. Name Correction 10-15 days
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RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of GoI and
FEMA.
While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise
manner in which such investment may be made. Under the Industrial Policy, unless specifically
restricted, foreign investment is freely permitted in all sectors of Indian economy up to any extent
and without any prior approvals, but the foreign investor is required to follow certain prescribed
procedures for making such investment.
By way of Circular No. 53 dated December 17, 2003, the RBI has permitted FIIs to subscribe to
shares of an Indian company in a public offer without the prior approval of the RBI, so long as the
price of the equity shares to be issued is not less than the price at which the equity shares are issued
to residents.
Transfers of equity shares previously required the prior approval of the FIPB. However, vide a RBI
circular dated October 4, 2004 issued by the RBI, the transfer of shares between an Indian resident
and a nonresident does not require the prior approval of the FIPB or the RBI, provided that (i) the
activities of the investee company are under the automatic route under the foreign direct investment
(FDI) Policy and transfer does not attract the provisions of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (ii) the non-resident
shareholding is within the sectoral limits under the FDI policy, and (iii) the pricing is in accordance
with the guidelines/regulations prescribed by the SEBI/RBI.
278
SECTION VIII- MAIN PROVISIONS OF ARTICLES OF
ASSOCIATION
ARTICLES OF ASSOCIATION OF INDIABULLS HOUSING FINANCE LIMITED
PRELIMINARY
1. Subject to the provisions contained in these Articles, the regulations contained in
Table A shall apply to the Company, except insofar as they are embodied in the following Articles,
which shall be the regulations for the management of the Company.
DEFINITIONS AND INTERPRETATIONS
2. (i) In these Regulations :-
(a) „Auditor? means the statutory auditors of the Company appointed by the Company in
accordance with the provisions of the Act.
(b) 'Board' means the Board of Directors for the time being of the Company.
(c) "Beneficial Owner" means a person whose name is recorded as such with a Depository;
(d) „Chairman? means the Chairman of the Board for the time being of the Company
(e) 'Director' means a member of the Board for the time being of the Company and includes an
alternate director.
(f) 'Debenture' includes debenture stocks.
(g) "Depository" means a company formed and registered under the Companies Act, 1956 (1 of
1956), and which has been granted a certificate of registration under sub-section (1A) of section
12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992);
(h) 'Dividend' includes interim dividend.
(i) „General Meeting? or „Meeting? means a general meeting of the members.
(j) 'Managing Director' means the Managing Director(s) for the time being of the Company so
appointed.
(k) „Member? or „Shareholder? means duly registered holder of the shares of the Company and
whose name is entered in the Register and any other person whose name is entered as Beneficial
Owner in the records of the Depository.
(l) 'Month' means calendar month.
(m) 'Office' means the Registered Office for the time being of the Company.
279
'Person' includes body corporate, firm, association of firms and society registered under the Societies Registration Act.
(o) 'Proxy' includes an Attorney duly constituted under a Power of attorney.
(p) 'Register' means the Register of members kept pursuant to Section 150 of the Act.
(q) „Shares? mean voting shares in the capital of the Company and includes all rights and interests
therein, bonus shares and any shares issued in exchange thereof by way of conversion or
reclassification and any shares representing or deriving from such shares as a result of any
increase in or reorganisation or variation of the capital of the Company.
(r) 'Seal' means the Common Seal for the time being of the Company.
(s) „Table A? means the Table A of the First Schedule to the Act.
(t) 'The Company' means INDIABULLS HOSING FINANCE LIMITED
(u) 'The Act' means the Companies Act, 1956 and includes any re-enactment or statutory
modification thereof for the time being in force.
(v) „These presents' means the Memorandum of Association and these Articles of Association of
the Company for the time being in force.
(w) „Whole time Director? means the Whole time Director for the time being of the Company.
(ii) (a) Unless the context otherwise requires, words or expression contained in these
Regulations shall bear the same meaning as in the Act or any statutory modification
thereof.
(b) 'In writing' and 'written' includes printing, lithography and any other modes of
representing or reproducing words in a visible form.
(c) Words importing the singular number shall include the plural number and vice versa.
SHARES
3. Copies of Memorandum and Articles of Association of the Company shall be furnished to every
member of the Company at his request on payment of Rs. 1 (One) each.
4. The authorised Share Capital of the Company is as mentioned in Clause V of the Memorandum of
Association of the Company. The paid up capital of the company shall not be less than Rs.
5,00,000/- (Rupees Five Lac) or such higher sum as may be prescribed by the Act.
280
5. Subject to the provisions of Section 80 of the Companies Act, 1956, the Company may issue
preference shares, which are or at the option of the Company are liable to be redeemed and/or
converted into equity share capital, on such terms and in such manner and time, as the resolution
authorising such issue shall prescribe.
6. Subject to the provisions of these Articles, the shares shall be under the control of the Board who
may allot or otherwise dispose of the same to such person, on such terms and conditions, at such
times, either at par or at a premium and for such consideration as the Board thinks fit.
7. The Directors may allot and issue shares in the Capital of the Company as partly or fully paid up
in consideration of any property sold or goods transferred or machinery supplied or for services
rendered to the Company in the conduct of its business.
8. Unless the shares of the Company are held with a Depository, the shares in the Capital shall be
numbered progressively according to their several denominations.
9. Except as required by law, no person shall be recognised by the Company as holding any shares
upon any trust, and the Company shall not be bound by, or be compelled in any way to recognise
(even when having notice thereof), any equitable, contingent, future or partial interest in any
share, or any interest in any fractional part of a share or (except only as by these regulations or
by law otherwise provided) any other rights in respect of any share except an absolute right to the
entirety thereof in the registered holder.
10. The Company may pay commission to any person prescribed under Section 76 of Act and that
such commission may be paid in cash or by the allotment of fully or partly paid shares or partly in
one way and partly in the other. The Company may also on any issue of shares or debenture pay
such brokerage as may be lawful.
11. Save as permitted by Section 77 of the Act, the funds of the Company shall not be employed in
the purchase of or lent on the security of, shares of the Company. The Company shall not give,
directly or indirectly, any financial assistance whether by way of loan, guarantee, security or
otherwise any financial assistance for the purpose of or in connection with any purchase of or
subscription for any shares in the Company.
12. Subject to the provisions of section 77A, 77AA and 77B and any statutory amendments or
reenactments thereof and compliance of the provisions thereof by the Company, the Company is
authorised to purchase its own shares or other specified securities.
13. Subject to the provisions of section 78 and section 79 of the Act, the Company may issue shares
at a premium or at a discount.
14. The Company, subject to the provisions of section 79A of the Act, may issue sweat equity shares
of a class of shares already issued. All the limitations, restrictions and provisions relating to equity
shares shall apply to such sweat equity shares.
15. If, by the conditions of issue of any shares, the whole or part of amount of issue price thereof
shall be payable in installments, every such installment shall, when due, be paid to the Company,
by the person who, for the time being, shall be the registered holder of the share or by his
executor or administrator as the case may be.
281
16. The Joint holders of a share shall be severally as well as jointly liable for the payment of all
installments and calls due in respect of such share.
17. Share(s) may be registered in the name of any person, company or other body corporate. Not
more than three persons shall be registered as joint holders of any shares. Shares may be
registered in the name of any minor through a guardian only as fully paid shares.
FURTHER ISSUE OF SHARES
18 Where at the time after the expiry of two years from the formation of the company or at any time
after the expiry of one year from the allotment of shares in the company made for the first time
after its formation, which ever is earlier, it is proposed to increase the subscribed capital of the
company by allotment of further shares either out of the un-issued capital or out of the increased
share capital then:
(a) such further shares shall be offered to the persons who at the date of the offer, are holders
of the equity shares of the company, in proportion, as near as circumstances admit, to the
capital paid up on those shares at the date.
(b) such offer shall be made by a notice specifying the number of shares offered and limiting a
time not less than thirty days from the date of the offer and the offer if not accepted will be
deemed to have been declined.
(c) the offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the shares offered to them in favor of any other person and the notice referred to in
sub clause (b) hereof shall contain a statement of this right. PROVIDED THAT the Directors
may decline, without assigning any reason to allot any shares to any person in whose favour
any member may renounce the shares offered to him.
(d) After expiry of the time specified in the aforesaid notice or on receipt of earlier intimation
from the person to whom such notice is given that he declines to accept the shares offered,
the Board may dispose off them in such manner and to such person(s) as they may think, in
their sole discretion, fit.
19. Notwithstanding anything contained in clause 18 thereof, the further shares aforesaid may be
offered to any persons (whether or not those persons include the persons referred to in clause
(a) of sub-clause (18) hereof) in any manner whatsoever.
(a) If a special resolution to that effect is passed by the Company in General Meeting, or
(b) Where no such special resolution is passed, if the votes cast (whether on a show of hands or
on a poll as the case may be) in favour of the proposal contained in the resolution moved in
the general meeting (including the casting vote, if any, of the Chairman) by the members
who, being entitled to do so, vote in person, or where proxies are allowed, by proxy, exceed
the votes, if any, cast against the proposal by members, so entitled and voting and the
Central Government is satisfied, on an application made by the Board in this behalf that the
proposal is most beneficial to the Company.
20. Nothing in sub-clause (c) of clause 18 hereof shall be deemed:
(a) to extend the time within which the offer should be accepted; or
(b) to authorize any person to exercise the right of renunciation for a second time on the ground
that the person in whose favour the renunciation was first made has declined to take the
shares comprised in the renunciation.
21. Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused
by the exercise of an option attached to the debenture issued or loans raised by the Company:
(i) to convert such debentures or loans into shares in the Company: or
282
(ii) to subscribe for shares in the Company (whether such option is conferred in these Articles
or otherwise).
PROVIDED THAT the terms of issue of such debentures or the terms of such loans include a term
providing for such option and such term:
(a) either has been approved by the Central Government before the issue of the debentures or
the raising of the loans or is in conformity with the rules, if any, made by that Government in
this behalf: and
(b) In the case of debentures or loans or other than debentures issued to or loans obtained from
Government or any Institution specified by the Central Government in this behalf, has also
been approved by a special resolution passed by the Company in General Meeting before the
issue of the debentures or raising of the loans.
EMPLOYEE STOCK OPTIONS/STOCK PURCHASE
22. Subject to the provisions of Section 81 of the Act and other applicable law, the Company
may issue options to the whole-time directors, officers or employees of the Company, its
subsidiaries or its parent, which would give such directors, officers or employees, the
benefit or right to purchase or subscribe at a future date, the securities offered by the
Company at a pre-determined price, in term of schemes of employee stock options or
employees share purchase or both.
INCREASE AND REDUCTION OF CAPITAL
23. The Company in General Meeting may, from time to time, by ordinary resolution increase the
share capital of the Company by the creation of new shares by such sum, to be divided into
shares of such amount as may be deemed expedient.
24. Subject to any special rights or privileges for the time being attached to any shares in the capital
of the Company when issued, the new shares may be issued upon such terms and conditions and
with such preferential, qualified or such rights and privileges or conditions there to as general
meeting resolving upon the creation thereof shall direct. If no direction be given, the Board shall
determine in particular the manner in which such shares may be issued with a preferential or
qualified right to dividends and in the distribution of assets of the Company.
25. Before the issue of any new shares, the Company in General Meeting may make provisions as to
the allotment and issue of the new shares and in particular may determine to whom the shares be
offered in the first instance and whether at par or premium or at a discount. In case no such
provision is made by the Company in General Meeting, the new shares may be dealt with
according to the provisions of these Articles.
26. Except so far as otherwise provided by the conditions of issue or by these presents any capital
raised by the creation of new shares shall be considered part of the then existing capital of
Company and shall be subject to the provisions herein contained with reference to the payment of
dividends, calls and installments, transfer and transmission, forfeiture, lien, voting, surrender and
otherwise.
27. If, owing to any inequality in the number of new shares to be issued and the number of shares
held by members entitled to have the offer of such new shares, any difficulty arising in the
allotment of such new shares or any of them amongst the members shall, in the absence of any
direction in the resolution creating the shares or by the Company in general meeting, be
determined by the Board.
283
28. Subject to the provisions of sections 100 to 103 of the Act, the Company may, from time to time
in any manner, by special resolution and subject to any consent required under sections 100 to
103 of the Act, reduce:
a. its share capital
b. any capital redemption reserve
c. any share premium account.
29. Subject to provisions of sections 100 to 105 of the Act, the Board may accept from any member
the surrender, on such terms and conditions as shall be agreed, of all or any of his shares.
ALTERATION OF SHARE CAPITAL
30. The Company, by ordinary resolution may, from time to time:
a) consolidate and divide all or any of its share capital into shares of larger amount than its
existing shares.
b) sub-divide its share or any of them into shares of smaller amount than is fixed by the
Memorandum of Association so, however, that in the subdivision the proportion between the
amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in
the case of the share from which the reduced share is derived.
c) cancel any shares which, at the date of the passing of the resolution, have not been taken or
agreed to be taken by any person and diminish the amount of its share capital by the amount of
share so cancelled.
31. Where any share capital is sub-divided, the Company in General Meeting, subject to the provisions
of Section 85, 87 and 106 of the Act, may determine that as between the holders of the shares
resulting from sub-division, one or more of such shares shall have same preferential or special
rights as regards dividend, payment of capital, voting or otherwise.
VARIATION OF SHARE HOLDER'S RIGHTS
32. If at any time the share capital is divided into different classes of shares, all or any of the rights
and privileges attached to any class (unless otherwise prohibited by the terms of issue of the
shares of that class) may, subject to the provisions of sections 106 and 107 of the Act, whether or
not the Company is being wound up, be modified, commuted, affected, abrogated, varied or dealt
with by the consent in writing of the holders of not less than three fourths of the issued shares of
that class or with the sanction of a special resolution passed at a separate meeting of the holders
of three fourths of the issued shares of that class. To every such separate meeting the provisions
of these regulations relating to general meeting shall mutatis mutandis apply but so that
necessary quorum shall be five members or all the members holding or represented by proxy of
the entire issued share of the class in the question.
284
SHARE CERTIFICATES
33. Every member shall be entitled, without payment, to one or more certificates in marketable lots,
for all the shares of each class or denomination registered in his name, or if the Directors so
approve (upon paying such fee as the Directors may from time to time determine) to several
certificates, each for one or more of such shares and the Company shall complete and have ready
for delivery such certificates within three months from the date of allotment, unless the conditions
of issue thereof otherwise provide, or within one month of the receipt of application of registration
of transfer, transmission, sub-division, consolidation or renewal of any of its shares as the case
may be. Every certificate of shares shall be under the seal of the Company and shall specify the
number and distinctive numbers of shares in respect of which it is issued and amount paid-up
there on and shall be in such form as the Directors may prescribe or approve, provided that in
respect of a share or shares held jointly by several persons, the Company shall not be bound to
issue more than one certificate and delivery of a certificate of shares to one of several joint
holders shall be sufficient delivery to all such holder..
The provisions of this Article shall mutatis mutandis apply to debentures of the Company.
Nothing contained herein shall apply to transfer of a security effected by the transferor and the
transferee both of whom are entered as Beneficial Owners in the records of a Depository
34. The certificate of shares registered in the name of two or more persons shall be delivered to the
person first named in the Register.
35. If any certificate be worn out, defaced, mutilated or if there be no further space on the back
thereof for endorsement of transfer, then upon production and surrender thereof to the Company,
a new certificate may be issued in lieu thereof, and if any certificate lost or destroyed then upon
proof thereof to the satisfaction of the Company and on execution of such indemnity as the
Company deem adequate, being given, an & new certificate in lieu thereof shall be given to the
party entitled to such lost or destroyed certificate. Every Certificate under the Article shall be
issued without payment of such fees (not exceeding Rs. 2/- for each certificate) as the Directors
shall prescribe. Provided that no fee shall be charged for issue of new certificates in replacement
of those which are old, defaced or worn out or where there is no further space on the each thereof
for endorsement of transfer.
Provided that notwithstanding what is slated above the Board shall comply with such Rules or
Regulation or requirement of any stock exchange or the Rules made under the Securities Contract
Regulations Act, 1956 or the Act, or rules applicable in this behalf.
The provisions of this Article shall mutatis mutandis apply to debentures of the Company.
36. If the securities of the Company are dealt with in a Depository, the Company shall intimate the
details of allotment of securities to Depository immediately on allotment of such securities.
285
CALLS
37. The Board may, from time to time, subject to terms on which any shares may have been issued
and subject to the provisions of Section 91 of the Act, make such calls as the Board thinks fit
upon the members in respect of all moneys unpaid on shares held by them respectively and not
by the conditions of allotment thereof made payable at fixed times. Each member shall pay the
amount of every call so made on him to the persons and the times and places appointed by the
Board, provided that option or right to make call on shares shall not be given to any person
except with the sanction of the Company in a General Meeting. A call may be made payable by
installment and be deemed to have been made at the time when the resolution of the Board
authorising such call was passed at a meeting of Board.
38. No call shall exceed one fourth of the nominal amount of a share or be made payable at less than
one month from date fixed for the payment of the last preceding call. Not less than fourteen days'
notice of any call shall be given specifying the time and place of payment and the person or
persons to whom such call, shall be paid. Provided that, before the time for payment of such call
the Board, may, by notice in writing to the members, revoke the same or extend the time for
payment thereof.
39. If by the terms of issue of any share or otherwise any amount is made payable at any fixed time
or by installments at fixed times, whether on account of the nominal amount of the share or by
way of premium, every such amount or installment shall be payable as if it were call duly made by
the Board and of which due notice has been given and all the provisions herein contained in
respect of calls or otherwise shall relate to such amount or installment accordingly.
40. If the sum payable of any call or installment be not paid on or before the day appointed for
payment, the holder for the time being of the shares in respect of which the call shall have been
made or the installment shall be due, shall pay interest for the same at such rate not exceeding
18 % (Eighteen percent) per annum from the day appointed for the payment thereof to the time
of the actual payment or at such other rate as the Directors may determine from time to time.
The Directors may in their absolute discretion waive the payment of interest, wholly or in part in
the case of any person liable to pay such call or installment.
PAYMENT IN ANTICIPATION OF CALL MAY CARRY INTEREST
41. The Board may, if they think fit, subject to the provisions of Section 92 of the Act, agree to and
receive from any member willing to advance the same whole or any part of the moneys due upon
the shares hold by him beyond the sums actually called for and upon the amount so paid or
satisfied in advances, or so much thereof as from time to time exceeds the amount of the calls
than made upon the shares in respect of which such advance has been made, the Company may
pay interest provided that money paid in advance of calls shall not confer a right to participate in
profits or dividend. The Board may at any time repay the amount so advanced. The Company
may pay interest at such rate not exceeding 18 % (Eighteen) or as determined by the Board from
time to time unless the Company in General Meeting shall otherwise direct.
42. The members shall not be entitled to any voting rights in respect of the moneys so paid by them
the same would but for such payment, become presently payable.
43. The provisions of these Articles shall mutatis mutandis apply to the calls on debentures of the
Company.
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44. Subject to the provisions of the law of Evidence and Procedure, on the trial or hearing or any
action or suit brought by the Company against any share holder or his representative to recover
any debt or money claimed to be due to the Company in respect of his shares, it shall be sufficient
to prove that the name of the defendant is or was, when the claim arose on the Register of the
Company as a holder or one of the holders, of the number of shares in respect of which such
claim is made and that the amount claimed is not entered as paid in the books of the Company
and it shall not be necessary to prove the appointment of the Directors who made any call nor
that a quorum of Directors was present at the Board at which any call was made nor that the
meeting at which any call was made was duly convened or constituted, nor any other matter by
the proof of the matters aforesaid shall be conclusive evidence of the debt.
45. No member shall be entitled to exercise any voting rights either personally or by proxy at any
meeting of the Company in respect of any shares registered in his name on which any calls or
other sums presently payable by him have not been paid or in regard to which the Company has
exercised any right of lien.
46. A call may be revoked or postponed at the discretion of the Board.
47. The Directors may from time to time, at their discretion extend the time fixed for the payment of
any call and may extend such time as to all or any of the members who on account of residence
at a distance or some other cause, may be deemed fairly entitled to such extension, but no
member shall, as a matter of right, be entitled to such extension (save as a matter of grace and
favour).
48. Every member, his executors or administrators shall pay to the Company the proportion of the
Capital represented by his share or shares which may for the time being, remain unpaid thereon
in such amount at such time or times and in such manner as the Directors shall, from time to
time, in accordance with the Company's regulations, require or fix for the payment thereto.
SHARES AT THE DISPOSAL OF THE DIRECTORS
49. Subject to the provisions of Section 81 of the Act and these Articles, the shares in the capital of
the Company for the time being shall be under the control of the Directors who may issue, allot
or otherwise dispose of the same or any of them to such persons, in such proportion and on such
terms and conditions and either at a premium or at par or (subject to the compliance with the
provision of Section 79 of the Act) at a discount and at such time as they may from time to time
think fit and with the sanction of the Company in the General Meeting to give to any person or
persons the option or right to call for any shares either at par or premium during such time and
for such consideration as the Directors think fit, and may issue and allot shares in the capital of
the Company on payment in full or part of any property sold and transferred or for any services
rendered to the Company in the conduct of its business and any shares which may so be allotted
may be issued as fully paid up shares. Provided that option or right to call on shares shall not be
given to any person or persons without the sanction of the Company in a General Meeting.
FORFEITURE OF SHARES
50. If a member fails to pay any sum payable in respect of any call or any installment of a call, on or
before the day appointed for payment thereof, the Board may at any time there after during such
time as any part of the said call or installment remains unpaid, serve a notice on such member
requiring payment of so much of the call or installment as is unpaid together with any interest
which may have accrued and all expenses that they may have been incurred by the Company by
reason of such non-payment.
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51. The notice aforesaid shall name a further day not being earlier than the expiry of thirty days from
the date of service of notice, on or before which such call or payment required by notice, is to be
made and a place at which such call or installment and such interest and expenses as aforesaid
are to be paid. The notice shall state that in the event of non-payment, on or before the date so
named the shares in respect of which such call or installment was payable shall be liable to be
forfeited.
52. If the requirements of any such notice as aforesaid are not complied with, any shares in respect of
which such notice has been given may at any time thereafter, before the payment of calls or
installment, interest and expenses due in respect thereof has been made, be forfeited by a
resolution of the Board to that effect. Such Forfeiture shall include all dividends declared in
respect of the forfeited shares and not actually paid before the forfeiture, subject to section 205 A
of the Act.
53. When any share shall have been so forfeited, notice of the forfeiture shall be given to the member
in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture with the
date thereof shall forthwith be made in the Register of Members but no forfeiture shall in any
manner be invalidated by any omission or failure to give such notice or to make such entry as
aforesaid.
54. Any share so forfeited shall be deemed to be property of the Company, and may be sold or
otherwise disposed off on such terms and in such manner as the Board thinks fit.
55. The Board may at any time before any share so forfeited shall have been sold or otherwise
disposed off, annul the forfeiture upon such terms and conditions, as it thinks fit.
56. i). A person whose shares have been forfeited shall cease to be member in respect of forfeited
shares, but shall not withstanding the forfeiture remain liable to the Company for all moneys
which at the date of forfeiture were presently payable by him to the Company in respect of the
shares.
ii). The liability of such person shall cease if and when the Company shall have received payment
in full of all such moneys in respect of the shares.
iii). The forfeiture of a share shall involve the extinction of all interest in and also for all claims and
demands against the Company in respect of the shares and all other rights, incidental to the share
except any such of those rights as by these Articles are expressly saved.
57. A duly verified declaration in writing that the declarant is a Director of the Company and that
certain shares in the Company have been duly forfeited on a date stated in the declaration shall
be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to
the share. The Company may receive the consideration, if any, given for the shares on any sale or
disposal thereof and may execute a transfer of share in favour of the person to whom the share is
sold or disposed of. On receipt by the Company of the consideration, if any given for the shares
on the sale or disposition thereof, the transferee shall be registered as the holder of such shares
and the purchaser shall not be bound to see to the application of purchase money, nor shall his
title to such shares be affected by any irregularity or invalidity in the proceedings in reference to
such forfeiture, sale or disposition.
58. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any
sum which, by the terms of issue of a share becomes payable at a fixed time whether on account
of the nominal value of the share or by way of premium as if the same has been payable by virtue
of a call duly made and notified.
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59. When any shares under the powers in that behalf herein contained are sold by the Directors and
the certificate has not been delivered to the Company by the former holder of the said shares, the
Directors may issue a new certificate for such shares distinguishing it in such manner as they may
think fit from the certificate not so delivered.
60. Neither the receipt by the Company of a portion of any money which shall from time to time, be
due from any member to the Company in respect of his shares, either by way of principal or
interest, nor any indulgence granted by the Company in respect of the payment of any such
money shall preclude the Board from thereafter proceeding to enforce a forfeiture of such shares
as provided in these regulations for non-payment of the whole or any balance due in respect of
the shares.
CONVERSION OF SHARES INTO STOCK
61. The Company may, by ordinary resolution:
i) convert any paid-up shares into stock; and
ii) reconvert any stock into paid-up shares of any denomination.
62. The holders of stock may transfer the same or any part thereof in the same manner as, and
subject to the same regulations under which, the shares from which the stock arose might before
the conversion have been transferred, or as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock transferable,
so, however, that such minimum shall not exceed the nominal amount of the shares from which
the stock arose.
COMPANY'S LIEN ON SHARES
63. The Company shall have a first and paramount lien upon all the shares (other than fully paid up
shares) registered in the name of each member (whether solely or jointly with others) and upon
the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at
a fixed time in respect of such shares and no equitable interest in any shares shall be created
except upon the footing and condition that this Article will have full effect. And such lien shall
extend to all dividends and bonus from time to time declared in respect of such shares subject to
section 205A of the Act. Unless otherwise agreed the registration of a transfer of shares shall
operate as a waiver of the Company's lien if any on such shares. The Directors may, at any time
declare any share wholly or in part to be exempt from the provisions of this clause.
64. For the purpose of enforcing such lien the Board may sell the shares in such manner as it thinks
fit, but no sale shall be made unless a sum in respect of which the lien exists is presently payable
and until notice in writing of the intention to sell shall have been served on such member, his
executor or administrator or other legal representative as the case may be and default shall have
been made by him or them in payment of the sum payable as aforesaid in respect of such share
for fourteen days after the date of such notice.
65. The net proceeds of the sale shall be received by the Company and applied in or towards payment
of such part of the amount in respect of which the lien exists as is presently payable, and the
residue, if any, shall (subject to a like lien for sums not presently payable as existed upon share
before the sale) be paid to the person entitled to the share at the date of the sale.
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66. Upon any sale after forfeiture or surrender or for enforcing a lien purported in exercise of the
powers herein conferred, the Board may appoint some person to execute the instrument of
transfer of the share sold and cause the purchaser's name to be entered in the Register in respect
of the share sold and the purchaser shall not be bound to see to the regularity of the proceedings
nor to the application of the purchase money. After his name has been entered into the Register
in respect of such share, the validity of the sale shall not be impeached by any person on any
ground whatsoever and the remedy of any person aggrieved by such sale shall be in damages
only and against the Company exclusively.
TERM OF ISSUE OF DEBENTURE
67. Any debentures, debentures stock or other securities may be issued at a discount, premium or
otherwise and may be issued on condition that they shall be convertible into shares of any
denomination and with any privileges and conditions as to redemption, surrender, drawing,
allotment of shares, attending (but not voting) at the General Meeting, appointment of Directors
and otherwise Debentures with the right to conversion into or allotment of shares shall be issued
only with the consent of the Company in the General Meeting by a Special Resolution.
TRANSFER AND TRANSMISSION
68. Save as provided in Section 108 of the Act, no transfer of share shall be registered unless a
proper instrument duly stamped and executed by or on behalf of the transferor and by or on
behalf of transferee and specifying the name, address and occupation of the transferee has been
delivered to the Company along with the certificate relating to the shares or if no such certificate
is in existence along with the letter of allotment of the shares, in accordance with the provisions of
Section 108 of the Act. The transferor shall be deemed to remain a member in respect of such
share until the name of the transferee is entered in the Register in respect thereof. The signature
of one credible witness who shall add his address shall duly attest each signature to such transfer.
Provided, that, where on application in writing made to the Company by the transferee and
bearing the stamp required for an instrument of transfer, it is proved to the satisfaction of the
Board that the instrument of transfer signed by or on behalf of the transferor and by or on behalf
of the transferee has been lost, the Company may register the transfer on such terms as the
Board may think fit so as to indemnify the Company.
69. Application for the registration of the transfer of a share may be made either by the transferor or
the transferee, provided that, where such application is made by the transferor, no registration
shall, in the case of the partly paid share, be effected unless the Company gives notice of the
application to the transferee in the manner prescribed by Section 110 of the Act, and subject to
the provisions of these Articles, the Company shall, unless objection is made by the transferee
within two weeks from the date of receipt of the notice, enter in the Register the name of the
transferee in the same manner and subject to the same conditions as if the application for
registration of the transfer was made by the transferee.
70. Every instrument of transfer of shares shall be in the form prescribed under the Act or as near
thereto as the circumstances may admit and shall be in accordance with the provisions of Section
108 of the Act, from time to time.
71. No fee shall be charged for transfer of shares/ debentures or for effecting transmission or for
registering any letters of probate, letters of administration and similar other documents.
72. Nothing contained in Article 70 and 71 shall apply to transfer of a security effected by the
transferor and the transferee both of whom are entered as Beneficial Owners in the records of a
Depository.
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73. No fee may be charged:
a). For splitting up, sub-division and consolidation of shares and debenture certificates and for
splitting up and sub-division of Letters of Allotment and splitting, consolidation, renewal into
denomination corresponding to the market Units of trading as per Rules of Stock Exchange
concerned.
b). For sub-division of right shares offered to share holders.
c). For issue of new certificates in replacement of those which are old, decrepit or worn out or
where the pages on the reverse for recording transfer have been fully utilised.
d). For registration of any power of attorney, probate or will, Letter of Administration or similar
other documents.
74. Subject to the provisions of Section 111A of the Act the Directors may, at their own absolute and
uncontrolled discretion and by giving reasons, decline to register or acknowledge any transfer of
shares whether fully paid or not and the right of refusal, shall not as affected by the
circumstances that the proposed transferee is already a member of the Company but in such
cases, the Directors shall within one month from the date on which the instrument of transfer was
lodged with the Company, send to the transferee and transferor notice of the refusal to register
such transfer provided that registration of transfer alone or jointly with any other person or
persons indebted to the Company on any account whatsoever except when the Company has a
lien on the shares, transfer of shares/debentures in whatever lot shall not be refused.
75. Every instrument of transfer shall be left at the office of the Company for registration,
accompanied by the certificate, of the shares to be transferred or if there is no certificate, the
letter of Allotment thereto and such other evidence as the Board may require to prove the title of
the transferor or his right to transfer the share. The Board may waive the production of any
certificates upon production of evidence to them of its having been lost or destroyed. The
Company shall retain every instrument of transfer, which shall be registered,, but any instrument
of transfer which the Board may refuse to register shall be returned to the person depositing the
same.
76. Subject to the provisions of Section 154 of the Act, the registration of transfer may be suspended
at such times and for such periods as the Board may from time to time determine. Provided that,
such registration shall not be suspended for more than thirty days at any one time or for more
than forty-five days in the aggregate in any year.
77. If the Board refuses to register the transfer of or the transmission by operation of law of the right
to any share, the Company shall within two months from the date on which the instrument of
transfer or the intimation of such transmission, as the case may be, give notice of such refusal.
78. The executor or administrators of a deceased member (not being one of several joint holders)
shall be the only persons recognised by the Company as having any title to the shares registered
in the name of such member. In case of the death of any one or more of the joint holders of any
registered shares, the survivors shall be the only person recognised by the Company as having
any title to or interest in such shares. But nothing herein contained shall be taken to release
Board may require him to obtain a Grant of Probate or letters of Administration or other legal
representation as the case may be from some competent court. Provided nevertheless that in any
case where the Board in its absolute discretion think fit, it shall be lawful for the Board to dispense
with the production of Probatory letters of Administration or such other legal representation upon
such terms as to indemnify or otherwise as the Board in its absolute discretion may consider
necessary.
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79. Any committee or guardian of a lunatic or infant member or any person be coming entitled to
transfer of shares in consequence of the death, bankruptcy, insolvency of any member, upon
producing such evidence that he sustains the character in respect of which he proposes to act
under the Articles or of the title as the Board thinks sufficient, may with consent of the Board
(which it shall not be under any obligation to give) be registered as a member in respect of such
shares or any subject to the regulations as to transfer herein before contained.(The Article is
hereinafter referred to as 'The transmission Article).
80. Subject to Sec.205A of the Act, the Directors may retain the dividend payable upon the share to
which any person becomes entitled to under Article 83 until such person shall become a member
in respect of the shares.
81. a) If the person becoming entitled to shares under Article 83 shall elect to be registered as
member in respect of the share himself, he shall deliver or send to the Company a notice in
writing signed by him stating that he so elects.
b) If the person aforesaid shall elect to transfer the shares, he shall testify his election by
execution of an instrument of transfer of shares.
c) All the limitations, restrictions and provisions of these Articles relating to the right to transfer
and the registration of transfer of share shall be applicable to any such notice or transfer as
aforesaid as if the death, insanity, bankruptcy or insolvency of the member had not occurred and
the notice of transfer were a transfer signed by that member.
82. A person so becoming entitled under the transmission Articles to a share by reason of death,
lunacy, bankruptcy or insolvency of a member shall, subject to the provision of the Articles or
Section 206 of the Act, be entitled to the same dividend and other advantages to which he would
be entitled if he was the member registered in respect of the share except that he shall not before
being registered as a member in respect of the share be entitled in respect of it to exercise any
right conferred by membership in relation to meetings of the Company.
Provided that the Board may at any time give notice requiring any such person to elect either to
be registered himself or to transfer the share and if the notice is not complied with within ninety
days, the Board may thereafter withhold payment of all dividends, bonuses or other money
payable in respect of the share, until the requirements of the notice have been complied with.
83. The Company shall incur no liability or responsibility in consequence of its registering to give
effect to any transfer of shares made or purporting to be made by any apparent legal owner
thereof (as shown or appearing in the Register) to be prejudice or persons having or claiming any
equitable right, title or interest to or in the said shares notwithstanding that the Company may
have had notice of such equitable right, title or interest or notice prohibiting registration of such
transfer and may have entered such notice referred thereto in any book of the Company and the
Company shall not be bound or required to regard or attend or give effect to any notice which
may be given to it of any equitable right, title or interest or be under any liability whatsoever for
refusing or neglecting so to do, though it may have been entered or referred to in some book of
the Company but the Company shall nevertheless be at liberty to regard or attend to any such
notice and give effect thereto.
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BORROWING POWERS
84. The Board may from time to time subject to the sections 58A, 292 and 293 of the Act, at their
discretion raise or borrow any sum or sums of money for the purpose of the Company and subject
to the applicable provisions of the Act may secure payment or repayment of same in such
manner and upon such terms and conditions in all respect as may be prescribed by the Board, in
particular by the creation of any mortgage or charge or other encumbrances on any of the
immovable properties of the company or hypothecation, pledge or charge on and over the
Company's stocks, book debts and other movable properties.
85. The Board may raise or secure the payment of such sum or sums in such manner and upon such
terms and conditions as they think fit and in particular, by the issue of bonds, perpetual or
redeemable debentures or debenture-stock or any mortgage, charge or other security on the
undertaking of the whole or any part of the property (both movable and immovable) of the
Company both present and future including its uncalled capital for the time being or by giving,
accepting or endorsing on behalf of the Company any promissory notes, bills of exchange or other
negotiable instruments and no debenture shall carry any voting right whether generally or in
respect of any particular class or classes of business.
86. If any uncalled capital is included in or charged by any mortgage of other security, the Directors
may, by instrument under the Seal authorise the person in whose favour such mortgage or
security is executed or any other person in trust for him to make calls on the member in respect
of such uncalled capital, and the provisions herein before contained in regard to calls shall,
mutatis mutandis apply to calls, made under such authority and may be made exercisable either
conditionally and either presently or contingently and either, to the exclusion of the Director's
powers or otherwise, and shall be assignable if expressed so to do.
87. Any debenture-stock or other securities may be issued at a discount premium or otherwise and
may be issued on condition that they shall be convertible into shares of any denomination, and
with any privileges such as warrants etc. and conditions as to redemption, surrender, drawing,
allotment of shares, attending at General Meeting, appointment of Directors and otherwise. The
power to issue debenture stock or other securities with a right to allotment of or conversion into
shares of any denomination shall only be exercised by the Company in the General Meeting.
88. Save as provided in Section 108 of the Act, no transfer of debentures shall be registered unless a
proper instrument of transfer duly stamped and executed by the transferor and transferee has
been delivered to the Company together with the certificates of the debentures.
89. If the Board refuses to register the transfer of any debentures of the Company, it shall within two
months from the date on which the instrument of transfer was lodged with the Company, send to
the transferee and to the transferor notice of the refusal.
90. Subject to section 201 of the Act, if any Director or any other person shall become personally
liable for the payment of any sum primarily due from the Company, the Board may execute or
cause to be executed any mortgage, charge or security cover for effecting the whole or any part
of the assets of the Company by way of indemnity to secure the Director or any person so
becoming liable, as aforesaid, from any loss in respect of such liability.
91. Subject to Section-58A, 292 and 293 of the Act and the Companies (Acceptance of Deposits)
Rules, 1975 the Company may receive deposits on such terms and conditions and bearing interest
at such rates as the Board may decide and fix and which may be made payable monthly,
quarterly, half yearly or yearly. .
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92. The Company may subject to the provisions of Section 208 of the Act, pay interest on so much of
the share capital as is for the time being paid up and was issued for the purpose of raising money
to defray the expenses of the construction of any work or building or the provision of any plant,
which can not be made profitable for a lengthy period.
93. Debentures/debenture stock, loan/loan stock, bonds or other securities conferring the right to
allotment or conversion into shares or the option or right to call for allotment of shares shall not
be issued except with the sanction of the Company in General Meeting.
PROCEEDINGS AT GENERAL MEETING
94. In addition to any other meetings, a general meeting of the Company shall be held within such
interval as specified in Section 166(1) of the Act, and subject to the provisions of Section 166(2)
of the Act, at such times and places as may be determined by the Board. Each such general
meeting shall be called an 'Annual General Meeting' and shall be specified as such in the notice
convening the meeting. Any other meeting of the Company shall be called an Extra Ordinary
General Meeting.
95. The Board may, whenever it thinks fit, call an Extra Ordinary General Meeting. If at any time
there are not within India Directors capable of acting who are sufficient in number to form a
quorum, the Directors present in India may call an Extra Ordinary General Meeting, in the same
manner and as nearly as possible as that in which such a meeting may be called by the Board.
96. The accidental omission to give notice of any meeting to or the non-receipt of any such notice by
any of the members or other persons entitled to receive such notice shall not invalidate any
resolution passed at any such meeting.
97. No business shall be transacted at General Meeting of the Company unless a quorum of members
is present at the time when the meeting proceeds to commence business. Five members present
in person shall be the quorum for the meeting of the Company. No business shall be transacted at
any General Meeting unless the requisite quorum shall be present throughout the meeting.
98. Any act or resolution which, under these Articles or the Act is permitted or required to be done or
passed by the Company in General Meeting shall be sufficiently so done or passed if effected by
an ordinary resolution as defined in Section 189(1) of the Act unless either the Act or the Articles
specifically require such act to be done or resolution to be passed by a special resolution as
defined in Section 189(2) of the Act.
99. The Chairman of the Board shall take the chair at every General Meeting. If there be no such
Chairman or if at any meeting he shall not be present within fifteen minutes, or is unwilling to act,
or if any of the Directors present decline to take the chair, then the members present shall choose
one of their members being a member entitled to vote to be the Chairman of the meeting.
100. If at the expiration of half an hour from the time appointed for holding a meeting of the
Company, a quorum shall not be present, the Meeting if convened by or upon the requisition of
Members shall stand dissolved. In any other case the Meeting shall stand adjourned in the same
day in the next week or if that day is public holiday until the next succeeding day which is not a
public holiday at the same time and place or to such other day and at such other time and place in
the city or town in which the office of Company is for the time being situate, as the Board may
determine, and if at such adjourned Meeting a quorum is not present at the expiration of half an
hour from the time appointed for holding the meeting, the members present, shall be a quorum
and may transact the business for which the Meeting was called.
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101. a) Every question submitted to a meeting shall be decided, in the first instance by a show
of hands and in the case of an equality of votes, whether on a show of hands or on a poll, the
Chairman of the meeting shall be entitled to a second or casting vote in addition to the vote to
which he may be entitled as a member.
b) A declaration by the Chairman that a resolution has on a show of hands been carried
unanimously or by a particular majority or lost and an entry to that effect in the minutes shall be
conclusive evidence of the fact without further proof.
102. The Chairman of a General Meeting may adjourn the same from time to time and from
place to place but no business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took place. When a meeting
is adjourned it shall not be necessary to give any notice of an adjournment or of the business to
be transacted at an adjourned meeting.
103. At any General Meeting unless a poll is demanded before or on the declaration of the
result of the voting on any resolution and on the show of hands demanded by the Chairman or by
members holding not less than one-tenth of the total voting power in respect of the resolution or
by members holding shares on which an aggregate sum of not less than fifty thousand rupees has
been paid up, a declaration by the Chairman that a resolution has been carried unanimously or by
a particular majority or lost or not carried by a particular majority and an entry to that effect in
the book containing the minutes to the proceedings of the meeting of the Company shall be
conclusive evidence of the fact without proof of the number of proportion of the votes recorded in
favour or against the resolution.
104. a) If a poll is demanded as aforesaid it shall be taken forthwith on a question of
adjournment or election of a Chairman of the meeting.
b) The person or persons who made the demand may withdraw the demand for a poll at any
time before the poll is taken.
c) Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutinizers, at
least one of whom shall be a member (not being an officer /employee of the Company) present
at the meeting, provided such a member is available and willing to be appointed, to scrutinise
the votes given on the poll and to report thereon to him.
d) The result of the poll shall be deemed to be the decision of the meeting on the resolution on
which the poll was taken. On poll a member entitled to more than one vote or his proxy or other
persons entitled to vote for him, as the case may be need not, if he votes, use all his votes or
casting the same way all the votes he uses.
e) The demand for poll shall not prevent the meeting from transacting any business other than
the business in respect of which a poll has been demanded.
VOTES OF MEMBERS
105. Subject to any rights or restrictions for the time being attached to any class or classes of shares:
a) on a show of hands, every member present in person, shall have one vote, and
b) on a poll, the voting rights of Members shall be as laid down in Section 87 of the Act.
106. Except as conferred by Section 87 of the Act the holders of preference shares shall have no
voting right. Where the holder of any preference share has a right to vote on any resolution in
accordance with the provisions of Sub-Section 2 of Section 87 of the Act, his voting right on a poll
as the holder of such share shall subject to the provision of Section 89 and sub-section (2) of
Section 92 of the Act be in the same proportion as the Capital paid in respect of the preference
share bears to the total paid up equity capital of the Company.
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107. Where a Company or body-corporate (hereinafter called "Member Company") is a member of the
Company a person duly appointed by resolution in accordance with Section 187 of the Act to
represent such member Company at a meeting of the Company shall not by reason of such
appointment, be deemed to be a proxy and the production at the meeting of the copy of such
resolution duly signed by one director of such member company and certified by him as true copy
of the resolution shall, on production thereof at the meeting be accepted by the Company as
sufficient evidence of the validity of his appointment. Such a person shall be entitled to exercise
the same rights and powers, including the right to vote by proxy on behalf of the same member
company or body-corporate which he represents, as that member Company or body corporate
could exercise if it were an individual member.
108. Where there are joint registered holders of any shares any one of such persons may vote at any
meeting either personally or by proxy in respect of such shares as if he were solely entitled
thereto and if more than one of the said persons so present whose name stands first in the
Register in respect of such shares shall alone be entitled to vote in respect thereof. Several
executors or administrators of a deceased member in whose name any share stands shall for the
purposes of this Article be deemed joint-holders thereof.
109. If any Member were unsound mind he may vote whether on show of hands or at a poll by his
committee curator bonis or other legal curator and such last mentioned persons may give their
vote by proxy on a poll. If any Member is a minor, his guardian may give the vote in respect of
his share. If more than one person claim to exercise the right of vote under this clause, the
Chairman of the Meeting may select in his absolute discretion any one person and will accept his
vote.
110. No Member not present in person shall be entitled to vote on a show of hands, unless such
member is a company or corporation present by a representative who may vote on the resolution
as if he were a member of the Company.
111. On a poll, votes may be given either personally or by proxy or in the case of a Company, by a
representative duly authorised as aforesaid.
112. Any Member of a Company entitled to attend and vote at a meeting of the Company shall be
entitled to appoint another person whether a member or not, as his proxy to attend and vote
instead of himself but the proxy so appointed shall not have any right to speak at the meeting and
shall not be entitled to vote except on a poll.
113. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his
attorney duly authorised in writing or, if such appointer is a body corporate under its common seal
or under the hand of its attorney duly authorised. A proxy who is appointed for a specified
meeting only shall be called a special proxy. Any other proxy shall be called a general proxy.
114. The instrument appointing a proxy and the power of attorney or other authority, if any, under
which it is signed or a notarial certified copy of that power or authority shall be deposited at the
office not less than forty-eight hours before the time for holding the meeting at which the person
named in the instrument proposes to vote and in default, the instrument of proxy shall not be
treated as valid.
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115. A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or the revocation of the instrument
of proxy or of the authority under which the proxy was executed or transfer of the shares in
respect of which the proxy is given, provided that no intimation in writing of the death, insanity,
revocation or transfer shall have been received by the Chairman at the office before the
commencement of the Meeting provided nevertheless that the Chairman of any meeting shall be
entitled to require such evidence as he may in his discretion think fit of the due execution of an
instrument of proxy and that the same has not been revoked.
116. Every instrument appointing a special proxy shall, as nearly as circumstances admit, be in any of
the forms as set out in Schedule IX to the Act or a form as near thereto as circumstances admit.
117. No Member shall be entitled to exercise any voting rights, either personally or by proxy, at any
meeting of the Company in respect of any shares registered in his name on which any calls or
other sums presently payable by him have not been paid or in regard to which the Company has
exercised any right of lien.
118. i). Any objection as to the admission or rejection of a vote, on a show of hands or on a poll made
in due time shall be referred to the Chairman of the meeting who shall forthwith determine the
same and such decisions shall be final and conclusive.
ii). No objection shall be raised to the qualification of any voter except at meeting or adjourned
meeting at which the vote objected to is given or tendered and every vote not disallowed at such
meeting shall be valid for all purposes.
DIRECTORS
119. a) The number of Directors of the Company shall not be less than three and not
more than twelve (maximum).
b) The first Directors of the Company were
1. Mr. Rajiv Rattan
2. Mr. Tejinderpal Singh Miglani
3. Mr. Gagan Banga
120. The management of the Company shall vest in the Board of Directors.
121. Not less than two-thirds of total number of Directors of the Company shall:
(a) be persons whose period of office is liable to determination by retirement of Directors by
rotation; and
(b) save as otherwise expressly provided in the Act or these presents be appointed by the
Company in General Meeting.
122. The Company in the General Meeting may, subject to provision of these presents and Section
259 of the Act, by special resolution, increase or reduce the number of its Directors.
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123. The Directors shall have powers at any time and from time to time to appoint any other
person as a Director as an addition to the Board but so that the total number of Directors shall not
at any time exceed the maximum number fixed by these Articles. Any Director so appointed shall
hold office only up to the date of the next following Annual General Meeting of the Company but
shall be eligible for re-election at such meeting.
124. Subject to the provisions of Section 313 of the Act or any statutory modification thereof, the
Board shall have power to appoint any person to act as alternate director for a director during the
latter's absence for a period of not less than three months from the State in which meetings of the
Directors are ordinarily held and such appointment shall have effect and such appointee, whilst he
holds office as an alternate director, shall be entitled to notice of meetings of the Board and to
attend and vote there at accordingly but he shall not be required to hold any qualification shares,
if any, and shall 'ipso facto' vacate his office if and when the original Director returns to the State
in which meetings of the Board are ordinarily held or if the original director vacates his office as
director.
125. A director need not hold any share in the Company in his name as his qualification, but
nevertheless shall be entitled to attend, speak and preside at any general meeting of the
Company and at any separate meeting of the holders of any class of shares in the Company.
126. Each Director, other than the whole time paid Directors, may be paid such fee as may be
notified by the Central Government from time to time pursuant to Section 310 of the Act and as
approved by the Board, for each meeting of the Board of Directors or a Committee thereof
attended by him. The Directors may also be paid the expenses as decided by Board, from time to
time, in attending the meeting of the Board or a Committee of Board.
127. In addition to the fee payable to the Directors under Article 126 hereof, the Directors may be
paid reasonable traveling, hotel and other expenses in attending and returning from the meetings
of the Board of Directors or any Committee thereof or in connection with the business of the
Company as decided by the Board.
128. Subject to Section 198, 309, 310 and 314 of the Act, if any Director or Directors being willing
shall be called upon to undertake and /or perform extra professional or other services or to make
any special exertion in going or residing outside the office for any of the purposes of the Company
or in giving special attention to the whole of or any part of the Business of the Company, the
Board may remunerate such Director.
129. The continuing Directors may act notwithstanding any vacancy in the Board but, if and so long
as their number is reduced below the quorum fixed by these presents for a meeting of the Board,
the continuing Directors or Director may act for the purposes of increasing the number of
Directors to that fixed for the quorum or of summoning of general meeting of the Company, but
for no other purpose.
130. Subject to the approval of the Board of Directors, a Director of the Company may be or
become a Director of any company promoted by this Company or in which it may be interested as
vendor, shareholder or otherwise and no such directors shall be accountable for any benefits
received as a Director or member of such company.
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131. Subject to the fulfillment of the requirements of the provisions of Sections 297 to 301 of the
Act, a Director shall be disqualified from contracting with the Company either as vendor,
purchaser or otherwise for goods, materials or services or for underwriting the subscription of any
shares in or debentures of the Company and any such contract or arrangement entered into by or
on behalf of the Company with a relative of such Director or a firm in which such Director or
relative is a partner or with any other partner in such firm or with a private company of which
such Director is a member or Director be void, and any Director so contracting or being such
member so interested be liable to account to the Company for any profit realised by such contract
or arrangement by reason of such Director holding this office or of the fiduciary relation thereby
established.
132. The Company may, subject to the provisions of Sec.284 of the Act by ordinary resolution of
which special notice according to Section 190 of the Act has been given, remove any Director
before the expiry of his period of office and may by ordinary resolution of which special notice has
been given, appoint another person instead of the removed Director. A Director so appointed shall
hold office until the date upto which his predecessor would have held office if he had not been so
removed. If the vacancy created by the removal of a Director under the provisions of this Article is
not so filled by the meeting at which he is removed, the Board may at any time thereafter fill such
vacancy under the provisions of these Articles.
133. If the office of any Director appointed by the Company in General Meeting is vacated before
his term of office will expire, in the normal course, the resulting vacancy may be filled by the
Board at a meeting of the Board, but any person so appointed shall hold office only upto the date
upto which the Director in whose place he is appointed would have held office if it had not been so
vacated, provided that the Board shall not fill such a vacancy by appointing thereto any person
who has been removed from the office of Director under these Articles.
134. Subject to Section 259 of the Act the Company may by special resolution from time to time,
increase or reduce the number of Directors, and may either alter their qualification and the
Company may (subject to the provision of requirement Section 284 of the Act) remove any
Director before the expiration of his period of office and appoint another person in his stead. The
person so appointed shall hold office during such time as the Director in whose place he is
appointed would have held the same if he had not been removed.
PROCEEDINGS OF DIRECTORS’ MEETINGS
135. a) The Directors may meet together for the despatch of business and may adjourn and
otherwise regulate their meetings and proceedings as they may think fit, subject to the provision
of Section 285 of the Act.
b) The Chairman, Director or any officer authorised by the Directors may call a meeting of the
Board of Directors.
c) Subject to the provisions of Section 316, 372A(2) and 386 of the Act, questions arising at any
meeting of the Directors shall be decided by a majority of votes and in case of any equality of
votes the Chairman shall have a second or casting vote.
136. Notice of every meeting of the Board or a Committee thereof shall be given in writing
to every Director for the time being in India and at his usual address in India to every other
Director.
137. Subject to Section 287 of the Act, the quorum for the meeting of the Board shall be one third of
its total strength or two Directors, whichever is higher, provided that where at any time the
number of interested Directors exceeds or is equal to two-thirds of the total strength in number,
the remaining Directors, that is to say, the number of Directors who are not interested, present
at the Meeting being not less than two, shall be the quorum during such meeting.
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138. a) The Board shall appoint from amongst its members a Chairman.
b) If at any meeting of the Board the Chairman shall not be present within thirty minutes of the
time appointed for holding the same or if he is unable or unwilling to take the Chair then the
Board may elect one of their other members to act as the Chairman of that meeting.
139. A meeting of Board at which a quorum is present shall be competent to exercise
all or any of the authorities, powers and discretions by or under the Articles or the Act for the time
being vested in or exercisable by the Board.
140. Subject to the provisions of Section 292 and 293 of the Act, the Board may from
time to time delegate any of its powers to a committee consisting of such member or members of
their body, managers and other officer(s) of the Company as it may think fit and may revoke such
delegation. Any Committee so formed shall, in exercise of the power so delegated, conform to any
regulation that may from time to time be imposed upon it by the Board. The meetings and
proceedings of any such committee consisting of two or more members shall be governed by the
provisions contained for regulating the meeting and proceedings of the Directors, so far as the
same are applicable thereof and are not superseded by any regulations made by the Directors
under this Clause.
141. All acts done at any meetings of the Directors or of a Committee or by any
person acting as a Director, shall notwithstanding that it may afterwards be discovered that there
was some defect in the appointment of such Directors or person acting as aforesaid or that they
or any of them were disqualified, be as valid as if every such Director or person had been duly
appointed and was qualified to be a Director or a member of a Committee.
142. Save for the purpose of Sections 262, 292, 297,316, 372A and 386 of the Act, a
resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors or
of the Committee thereof duly called and constituted if it is circulated in draft together with the
necessary papers, if any, to all the Directors or to all the members of the Committee, then in
India (not being less in number than the quorum fixed for a meeting of the Board or Committee,
as the case may be) and to all other Directors or members at their usual address in India and has
been approved by such of the Directors or members as are then in India or by a majority of such
of them as are entitled to vote on the resolution.
POWERS OF THE BOARD
143. Subject to the provisions of the Act, the Board shall be entitled to exercise all
such powers, and to do all such acts and things, as the Company is authorised to exercise and do;
provided that the Board shall not exercise any power or do any act or thing which is directed or
required, whether by the Act or any other statute or by the Memorandum of Association of the
Company or by these Articles or otherwise, to be exercised or done by the Company in General
Meeting. Provided further, that in exercising any such powers or doing any such Act or thing, the
Board shall be subject to the provisions in that behalf contained in the Act or any other statute or
in the Memorandum of Association of the Company or in these Articles or in any regulations made
by the Company in General Meeting but no regulations, made by the Company in General Meeting
shall invalidate any prior act of the Directors which would have been valid if that regulation had
not been made.
144. The Company may exercise the powers conferred on it by Sections 157 and 158
of the Act with regard to keeping of a foreign Register and the Board may (Subject to the
provisions of these sections) make and vary such regulations as it may think fit in respect of the
keeping of any such register.
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145. Every debenture or other instrument issued by the Company for securing the
payment of the money may be so framed that the moneys thereby secured shall be assigned free
from any equities between the Company and the person to whom the same may be issued. Any
debentures, debenture-stock, bonds or other instruments or securities may be issued at a
discount, premium or otherwise and may be issued on a condition that they shall be convertible
into any shares of any denomination and with any special privileges as to redemption surrender,
drawing and allotment of shares or otherwise, provided that the debentures with right to
conversion into or allotment of shares shall not be issued without consent of the Company in
General Meeting.
146. Every Director present at any meeting of the Board or of a Committee thereof
shall sign his name in a book kept for that purpose.
147. The following powers shall be exercised by the Board or any Committee of the
Board, or otherwise by the Company as may be so required:
a) To voluntarily liquidate the Company.
b) To increase or reduce the Company's capital.
c) To issue and allot new shares.
d) To make any Rights Issue of shares.
e) To adopt any resolution to alter the Memorandum and Articles of Association.
f) To join any other company or to invest in any other company.
g) To Issue Debentures.
h) To undertake or permit any merger, consolidation or reorganisation of the Company.
i) To decide on the declaration of dividends and appropriation of profits.
j) Subject to the provisions of Section 372-A of the Act, to give to make any loan to any person
or other body corporate or give guarantee or provide security in connection with a loan made
by any other person to or to any other person by any body corporate.
MANAGING / WHOLE TIME DIRECTORS
148. The Company by ordinary resolution or the Board of Directors may, subject to
the provisions of sections 268, 269 and 314 and schedule XIII of the Act, from time to time
appoint one or more of the Directors to be Managing Director(s) or other Whole time Director(s)
of the Company, for a term not exceeding five years at a time and may from time to time (subject
to the provisions of any contract between him or them and the Company) remove him or them
from office by following the statutory procedures and appoint another or others in his or their
place or places.
149. Subject to the provisions of Sections 198, 309, 310 and 311 of the Act, a
Managing Director or whole-time Director shall in addition to the usual remuneration payable to
him as a director of the Company under these Articles, receive such additional remuneration as
may from time to time be sanctioned by the Company and may be by way of fixed salary or at a
specified percentage of the net profits of the Company or both, or in any other manner and extent
otherwise determined. The Remuneration of Managing Director / whole time Director shall be
deemed to accrue from day to day.
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MANAGER
150. Subject to the provisions of section 197 A and 388 of the Act, the Board shall
have power to appoint or employ any person to be the Manager of the Company upon such terms
and conditions as the Board thinks fit and the Board may, subject to the provisions of Section 292
of the Act, vest in such manager such of powers, vested in the Board, as it thinks fit and such
powers may be made exercisable for such period or periods and upon such conditions and subject
to restrictions as it may determine and at such remuneration as it may think fit.
151. A Director may be appointed as General Manager/ Manager subject to Section
197 A, 314 and 388 of the Act.
SECRETARY
152. Subject to the section 383A of the Act, the Board may from time to time appoint
or employ any person to be secretary of the Company upon such terms, conditions and
remuneration as it thinks fit to perform any functions which by the Act or the Article for the time
being of the Company are to be performed by the secretary and to execute any other purely
ministerial or administrative duties which may from time to time be assigned to the secretary by
the Board. The Board may, subject to the provisions of the Act, also at any time appoint some
person (who need not be the secretary) to keep the registers required to be kept by the
Company.
153. Subject to the provisions of the Act, a Director may be appointed as a secretary.
THE SEAL
154. a) The Directors shall provide a common seal for the purpose of the Company
and shall have power from time to time to destroy and substitute a new seal in lieu thereof and
provide for its safe custody.
b) The seal shall not be affixed to any instrument except in the presence of a Director or an
officer duly authorised who shall sign every instrument to which the seal shall be affixed.
Provided, nevertheless, that any instrument other than a share certificate bearing the seal of the
Company and issued for valuable consideration shall be binding on the Company notwithstanding
any irregularity touching the authority of the Board to issue the same. Provided further that in
respect of issue of share certificates the provisions of the Companies (Issue of Shares
Certificates) Rules, 1960 shall apply.
c) Subject to the provisions of Sections 50 of the Act the Directors may provide for use of an
official seal in any territory outside India.
ANNUAL RETURN
155. The Company shall make the requisite Annual Return in accordance with Section
159 and 161 of the Act.
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RESERVE
156. The Board may subject to Section 205 (2A) of the Act from time to time, before
recommending any dividend set apart any portion of the profits of the Company as it thinks fit as
reserves to meet contingencies or for the liquidation of any debentures, debts or other liabilities of
the Company or for equalisation of dividends or for repairing, improving or maintaining any of the
property of the Company and for such other purposes of the Company as the Board in its absolute
discretion thinks conducive to the interest of the Company and may, subject to the provisions of
Sections 372A of the Act, invest the several sums so set aside upon such investments (other than
shares in the Company) as it may think fit and may from time to time deal with and vary such
investments and dispose of all or any part thereof for the benefit of the Company and may divide
the reserves into such special funds as it thinks fit, with full power to employ the reserve or any
part thereof in the business of the Company and that without being bound to keep the same
separated from the other assets. The Board may also carry forward any profits, which it may think
prudent not to divide without setting them aside as a reserve.
157. All moneys carried to the reserves shall nevertheless remain and be the profits
of the Company available. Subject to due provisions being made for actual loss or depreciation,
for the payment of dividends and such moneys and all other moneys of the Company not
immediately required for the purpose of the Company may, subject to the provisions of Section
372A of the Act, be invested by the Board in or upon such investments or securities as it may
select or may be used as working capital or be kept at any Bank or deposit or otherwise as the
Board may from time to time think proper.
CAPITALISATION OF PROFITS / RESERVES
158. (1)The Company in General Meeting may, upon the recommendation of Board,
resolve:
a) To capitalise whole or any part of the amount for the time being standing to the credit of
any of the Company's reserve account, or to the credit of the profit and loss account or
otherwise available for distribution and
b) That such sum be accordingly set free for distribution in the manner specified in sub-clause
(2) below amongst the members who would have been entitled thereto, if distributed by
way of dividend and in the same proportions.
(2) The sum aforesaid shall not be paid in cash but shall be applied subject to the provisions
contained in sub-clause (3) below, either in or towards:
a) Paying up any amounts for the time being unpaid on any shares held by such members
respectively.
b) Paying up in full, un-issued shares of the Company to be allotted and distributed, credited
as fully paid up, to and among such members in the proportion aforesaid or,
c) Partly in the way specified in (i) and partly in that specified in (ii) above.
(3) A share premium account and a capital redemption reserve fund may, for the purposes of
this Article, only be applied in the paying up of un-issued shares to be issued to members of
the Company as fully paid bonus shares or for any other purpose specified in Section 78 of
the Act.
(4) The Board shall give effect to the resolution passed by the Company in pursuance of this
Article.
159. 1) Whenever such a resolution as aforesaid shall have been passed, the Board
shall:
a) Make all appropriations and applications of the undivided profits resolved to be capitalised
thereby and all allotments and issues of fully paid shares if any; and
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b) Generally do all acts and things required to give effect thereto.
2) The Board shall have full power:
a) To make such provisions, by the issue of fractional certificates or by payment in cash or
otherwise as it thinks fit, in the case of shares becoming distributable in fractions and,
b) To authorise any person to enter, on behalf of the members entitled thereto, into an
agreement with the Company providing for the allotment to them respectively, credited as
fully paid up, of any further shares to which they may be entitled upon such capitalisation or
(as the case may require) for the payment by the Company on their behalf by the application
thereto of their respective proportions of the profits resolved to be capitalised of the amounts
or any part of the amounts remaining unpaid on their existing shares.
3) Any agreement made under such authority shall be effective and binding on all such
members.
DIVIDENDS
160. Subject to the rights of members entitled to a share (if any) with preferential or
special rights attached thereto the profits of the Company which shall from time to time be
determined to be divided in respect of any year or other period shall be applied in the payment of
dividend on the Equity Shares of the Company, but so that the holder of a partly paid up share
shall be only entitled to such proportion of the distribution upon a fully paid up share
proportionately to the amount paid or credited thereon during any portion or portions of the
period in respect of which the dividend is paid, but if any share is issued on terms providing that it
shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.
Where capital is paid in advance of calls upon the footing that the same shall carry interest, such
capital shall not, whilst carrying interest, confer a right to dividend or to participate in profits.
161. The profits of the Company, subject to any special rights relating thereto
created or authorised to be created by these Articles and subject to the provisions of these
Articles shall be divisible among the Members in the proportion of the amount of capital paid or
credited as paid up on the shares held by them respectively.
162. The Company in Annual General Meeting may declare a dividend to be paid to
the members according to their rights and interests in the profits and may, subject to the
provisions of Section 207 of the Act, fix the time for payment.
163. No larger dividend shall be declared than that recommended by the Board, but
the Company in general meeting may declare a smaller dividend.
164. No dividend shall be payable except out of profits of the Company or out of
moneys provided by the Central or State Government for the payment of Dividend in pursuance of
any guarantee given by such Government and no dividend shall carry interest against the
Company.
165. The Directors, if in their opinion the position of the Company justifies, may from
time to time, without the sanction of a general meeting pay interim dividend to one or more
classes of shares to the exclusion of others at rates, which may be differing from class to class.
When declaring such dividend they should satisfy themselves that the preference shares, which
have a prior claim in respect of payment of dividend, should have their entire rated dividend at
the time of final preparation of the accounts of the period
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166. No members shall be entitled to receive payment of any dividend or interest in
respect of his share or shares whilst any money be due or owing from him as is presently payable
to the Company in respect of such share or shares otherwise on account of any debts, liabilities or
engagements of the members of the Company either alone or jointly with any other person or
persons and the Directors may deduct from the dividend or interest payable to any member all
sums of money so due from him to the Company Subject to Section 205 A of the Act.
167. Any general meeting declaring a dividend may make a call on the members of
such amount as the meeting fixes, but so that the call on each member shall not exceed the
dividend payable to him and so that the call be made payable at the same time as the dividend
and the dividend may if so arranged between the Company and the member, be set of against the
call Subject to Section 205 A of the Act. The making of a call under this Article shall be deemed
ordinary business of an annual general ordinary meeting which declares dividend.
168. A transfer of share shall not pass the right to any dividend declared thereto
before the registration of the transfer by the Company.
169. Subject to Section 205 A of the Act the Directors may retain the dividends
payable upon shares in respect of which any person is under the Transmission Article entitled to
become a member or which any person under that Article is entitled to transfer until such person
shall become a member in respect thereof or shall duly transfer the same.
170. The Directors may retain any dividend on which the Company has lien and may
apply the same in or towards satisfaction of the debts, liabilities or engagement in respect of
which the lien exists subject to Section 205 A of the Act.
171. Anyone of several persons who are members registered jointly in respect of any
share may give effectual receipts for all dividends, bonuses and other payments in respect of such
shares.
172. Notice of any dividends, whether interim or otherwise, shall be given to the
person entitled to share therein in the prescribed manner, if any.
173. Unless otherwise directed in accordance with Section 206 of the Act, any
dividend may be paid by cheque or warrant sent through the post to the registered address of the
member or person entitled thereto or in the case of joint holders to the registered address of that
one whose name stands first on the register in respect of the joint holding or to such person and
at such address as the member or person entitled or sub joint-holders as the case may be, direct
and every cheque or warrant so sent shall be made payable to the order of the person to whom it
is sent or to the order of such other person as the member or person entitled or such joint holders
as the case may be, may direct.
UNPAID OR UNCLAIMED DIVIDEND
174. Where the Company has declared a dividend but which has not been paid or the dividend
warrant in respect thereof has not been posted within 30 days from the date of declaration to any
shareholder entitled to the payment of the dividend, the Company shall within 7 days from the
date of expiry of the said period of 30 days, open a special account in that behalf in any
scheduled bank called “Unpaid Dividend of Indiabulls Housing Finance Limited” and transfer to
the said account, the total amount of dividend which remains unpaid or in relation to which no
dividend warrant has been posted.
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175. Subject to the provisions of Section 205B of the Act any money transferred to the unpaid
dividend account of the Company which remains unpaid or unclaimed for a period of seven years
from the date of such transfer, shall be transferred by the Company to the Investor Education
and Protection Fund (“Fund”) and that no claim by any person to any money transferred to the
Fund shall lie on or after the commencement of the Companies (Amendment) Act, 1999.
176. No unclaimed or unpaid dividend shall be forfeited by the Board and all
unclaimed and unpaid dividends shall be dealt with as per Section 205 A and 205 B of the Act and
the rules made there under.
177. The Company shall not be responsible for the loss of any cheque, dividend
warrant or postal order sent by post in respect of dividends, whether by request or otherwise, at
the registered address or the address communicated to the office before hand by the member or
for any dividend lost to the member or person entitled thereto by the forged endorsement of any
cheque or warrant or the fraudulent recovery thereof by any other means.
BOOKS AND DOCUMENTS
178. The Directors shall cause to be kept in accordance with Section 209 of Act,
proper books of account with respect to:
a) All sums of money received and spent by the Company and the matters in respect of which
the receipts and expenditures take place including the Profit & Loss Account and cash flow
statement.
b) All sales and purchase of goods by the Company.
c) The Balance Sheet depicting the assets and liabilities of the Company.
179. The books of accounts shall be kept at the Registered office or at such other
place as the Board thinks fit and shall be open to inspection by the Directors during business
hours.
180. The Directors shall from time to time, subject to the provisions of sections 163,
209 and 209 A of the Act, determine whether and to what extent and at what time and places and
under what conditions, the documents and registers or any of them maintained by the Company
of which inspection allowed by the Act, shall be kept open for the inspection of the members. Till
decided otherwise by the Board, such documents and registers shall be kept open for inspection to
the persons entitled thereto between 11 A.M. and 1 P.M. on all working days. No member (not
being a Director) shall have any right to inspection of any account or book or document of the
Company except as conferred by law or by Act or authorised by the Directors or by resolution of
the Company in General Meeting and no member, not being a director shall be entitled to require
or receive any information concerning the business, trading or customers of the Company or any
trade secret or secret process used by the Company.
AUDIT
181. Once at least in every year the books of accounts of the Company shall be
examined and audited by one or more Auditor or Auditors.
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182. The Company at each annual general meeting shall appoint an auditor or
auditors to hold office until the next annual general meeting and their appointment, remuneration,
rights and duties shall be regulated by sections 224 to 227 of the Act.
183. Where the Company has a branch office, the provision of section 228 of the Act
shall apply.
184. All notices of and other communications relating to any General Meeting of the
Company which any member of the Company is entitled to have been sent to him shall also be
forwarded to the Auditor of the Company and the Auditor shall be entitled to attend any General
Meeting and to be heard at any General Meeting which he attends on any part of the business
which concerns him as an Auditor.
185. The Auditors' Report shall be read before the Company in Annual General
Meeting and shall be open to inspection for any member of the Company.
186. Every Balance Sheet and Profit and Loss Account of the Company when audited
and adopted by the Company in Annual General Meeting shall be conclusive, in respect of
transactions of the Company for the relevant year.
SERVICE OF NOTICE AND DOCUMENTS
187. The Company shall comply with the provisions of Section 53, 172 and 190 of the
Act as to the service of notices.
188. The accidental omission to give notice to or the non-receipt of notice, by any
member or other person to whom it should be given shall not invalidate the proceedings at the
meeting.
189. Every person who by operation of law, transfer or other means whatsoever shall
become entitled to any share, shall be bound by every notice in respect of such share which
previous to his name and address being entered in the register, shall have been duly given to the
person from whom he derives his titles to such share.
190. The Signature to any notice to be given by the Company may be written,
printed or lithographed.
191. Any notice or document delivered or sent by post to or left at the registered
address of any member in pursuance of these Articles shall, notwithstanding such member then
deceased and whether or not the Company has notice of his death, be deemed to have been duly
served in respect of any share whether registered solely or jointly with other persons, until some
other person be registered in his stead as the member in respect thereof and such service for all
purposes of the Articles be deemed a sufficient service of such notice or document on his/her
heirs, executors or administrators and all persons, if any, jointly interested with him or her in any
such share.
192. Any notice required to be given by the Company to the members or any of them
and not expressly provided for by these Articles or by the Act shall be sufficiently given if given by
the advertisement.
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193. Any notice required to be or which may be given by the advertisement shall be
advertised once in vernacular newspapers circulating in the neighborhood of the registered office
and once in English newspaper.
RECONSTRUCTION
194. On any sale of the whole or any part of the undertaking of the Company, the
Board or the Liquidators on a winding up may, if authorised by special resolution, accept fully paid
or partly paid-up shares, debentures or securities of any other company, whether incorporated in
India or not either then existing or to be formed for the purchase in the whole or in part of the
property of the Company and the Board (if the profits of the Company permit) or the Liquidators
(in winding up) may distribute such shares or securities or any other property of the company
amongst the members without realisation or vest the same in trustees for them and any special
resolution may provide for the distribution or appropriation of cash, shares or other securities,
benefits or property, otherwise than in accordance with the strict legal rights of the member,
contributors of the Company and for the valuation of any such securities or property at such price
and in such manner as the meeting may approve and all holders of shares shall subject to the
provisions of Section 395 of the Act be bound to accept as shall be bound by any valuation or
distribution so authorised and waive all rights in relation thereto save only in case the Company is
proposed to be or is in course of being wound up and subject to the provisions of Section 494 of
the Act as are incapable of being varied or excluded by these Articles.
WINDING UP
195. On winding up preference shares rank as regards capital in priority to equity
shares to the extent of the paid up value of the said shares but to no other rights or participating
in its assets.
196. Subject to law of the land for the time being in force, if the Company shall be
wound up and the assets available for distribution among the members as such shall be
insufficient to repay the whole of said paid up capital, such assets shall be distributed so that, as
nearly as may be, the losses shall be borne by the members in proportion to the capital paid up or
which ought to have been paid up at the commencement of the winding up on the shares held by
them respectively, and if in a winding up the assets available for distribution among the members
shall be more than sufficient to repay the whole of the capital paid up at the commencement of
winding up then the excess shall be distributed amongst the members in proportion to the paid up
capital at the commencement of the winding up held by them respectively. But this Article is to be
without prejudice to the rights of the holders of shares issued upon special terms and conditions,
if any.
197. 1) In the event of the Company being wound up the holders of preference
share, if any, shall be entitled to have the surplus assets available for distribution amongst
members as such applied in the first place in repayment to them the amount paid up on the
preference shares held by them respectively and any arrears of dividend upto the commencement
of the winding up, whether declared or not. If the surplus assets available as aforesaid shall be
insufficient to repay the whole of the amount paid up on the preference shares and any arrears of
dividend, such assets shall be distributed amongst the holders of preference shares so that the
losses shall be borne by the holders of preference shares as nearly as may be in proportion to the
capital paid up or which ought to have been paid up on the shares held by them at the
commencement of the winding up and the arrears of Dividend as aforesaid.
2). The assets, if any, available for distribution after payment to the preference share holders as
aforesaid shall be distributed amongst the holders of equity shares in proportion to the capital at
the commencement of the winding up, paid up or which ought to have been paid up on the
shares in respect of which they were respectively registered.
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3) The Article is to be without prejudice to the rights and privileges amongst the holders of
preference shares of different series.
SECRECY CLAUSE
198. Subject to the provisions of the Act, every Director, Manager, Auditor, trustee,
Member of the Committee, Officer, servant, agent, accountant or other person employed in the
business of the Company shall if so required by the Board before entering upon his duties, sign a
declaration pledging himself to observe a strict secrecy respecting all transactions of the Company
with the customers and the state of account with individuals and in matter relating thereto and
shall by such declaration pledge himself not to reveal any of the matters which may come to his
knowledge in the discharge of his duties except when required so to do by the Board or by any
meeting or by a Court of law and except so far as may be necessary in order to comply with any
of the provisions in these presents contained.
199. No member or other person (not being a Director) shall be entitled to visit or
inspect any works of the Company or to enter upon the property of the Company or to inspect or
examine the Company's premises or properties of the Company without the permission of the
Board or subject to Article 195 require discovery of or any information respecting any detail of the
Company's trading or any matter which is or may be in the nature of trade secret mystery of
trade, or secret process or of any matter whatsoever which may relate to the conduct of the
business of the Company and which in the opinion of the Directors it will not be in the interest of
the Company to communicate.
INDEMNITY
200. Subject to Section 201 of the Act, Every Director, Manager, Secretary or Officer
of the Company or any person (whether an officer of the Company or not) employed by the
Company and any person appointed Auditor shall be indemnified out of the funds of the Company,
against all bonafied liability incurred by him as such Director, Manager, Secretary, Officer,
employee or Auditor in defending any bonafied proceedings, whether civil or criminal or in which
judgment is given in his favour or in which he is acqutteed, or in connection with any application
under Section 633 of the Act in which relief if granted to him by the Court.
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SECTION IX- OTHER INFORMATION
MATERIAL DOCUMENTS FOR INSPECTION
Following documents have been delivered to the Stock Exchanges along with this Information
Memorandum.
1. Memorandum and Articles of Association of Indiabulls Housing Finance Limited.
2. Certificate of Incorporation of Indiabulls Housing Finance Limited.
3. Copy of Form No. 21 filed by the Company with Registrar of Companies, NCT of Delhi &
Haryana, along with the order of the Hon?ble High Court of Delhi dated March 8, 2013
sanctioning the Scheme of Arrangement.
4. NOC on the Scheme of Arrangement/ De-merger granted by BSE vide their letter no.
DCS/AMAL/RD/24(f)/151/2012-13 dated June 28, 2012.
5. NOC on the Scheme of Arrangement/ De-merger granted by NSE vide their letter no.
NSE/LIST/170833-Q dated June 07, 2012.
6. Approval letter of SEBI granting exemption from applicability of Rule 19(2)(b) of the
Securities Contract Regulations Rule vide letter no. CFD/DIL/HB/MT/15061/2013 dated June
21, 2013.
7. Certificate of Tax Auditors to the Statement of Possible Tax Benefit dated May 09, 2013 as
mentioned in this Information Memorandum.
8. Copies of Audited Annual Accounts of our Company for the financial years ended March 31,
2009, 2010, 2011, 2012 and 2013.
9. Copy of placement document dated August 26, 2010, issued by erstwhile Indiabulls Financial
Services Limited, for issue of inter alia 2,75,00,000 Warrants at an issue price of Rs. 5/- each.
10. Copies of tripartite agreement dated February 13, 2013 entered into between the Company,
RTA and NSDL.
11. Copies of tripartite agreement dated February 11, 2013 entered into between the Company,
RTA and CDSL.
12. Return of Allotment filed by the Company for allotment of Shares pursuant to the Scheme.
13. Letter from BSE granting its in-principle approval to the listing of equity shares and warrants
issued pursuant to and in terms of the Scheme vide its letter no. DCS/AMAL/BS/IP/07 dated
May 28, 2013.
14. Letter from NSE granting its in-principle approval to the listing of equity shares and warrants
issued pursuant to and in terms of the Scheme vide its letter no. NSE/LIST/205477-E dated
May 29, 2013.
Any of the contracts or documents mentioned in this Information Memorandum may be amended or
modified at any time if so required in the interest of the Company or if required by the other parties,
without reference to the shareholders subject to compliance of the provisions contained in the
Companies Act and other relevant statutes.
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DECLARATION
All the relevant provisions of the Companies Act, 1956, and the Guidelines issued by the Government
of India or the Regulations, Guidelines, circulars and notifications issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India
Act, 1992, as the case may be, have been complied with and no statement made in this Information
Memorandum is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange
Board of India Act, 1992 or rules or Regulations made there under or guidelines, circulars and
notifications issued, as the case may be. We further certify that all the disclosures made in this
Information Memorandum are true and correct.
SIGNED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
Sd/-
(AJIT KUMAR MITTAL)
Executive Director
Place: Mumbai
Date: July 17, 2013
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