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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 532929ISIN: INE791I01019INDUSTRY: Realty

BSE   ` 1014.35   Open: 1031.50   Today's Range 1001.45
1031.55
-7.25 ( -0.71 %) Prev Close: 1021.60 52 Week Range 497.10
1107.65
Year End :2023-03 

On transition to Ind AS (i.e. April 01, 2015), the Company has elected to continue with the carrying value of all Investment properties measured as per the previous GAAP as the deemed cost of Investment properties.

Title deeds of all the immovable properties included in the investment properties are held in the name of the Company.

* The Company had recognised ?600 Lakhs as an impairment loss in prior years in respect of certain investment properties in the leasing segment due to the impact of Covid-19 Pandemic. The Company has updated its business projections taking into account revised forecasts for the future periods for the purpose of determining the revised recoverable amount of Investment Property as at March 31, 2023. Since the revised recoverable amount exceeds the carrying value, the Company has reversed impairment loss of ?600 Lakhs that is recognised as an exceptional item during the year ended March 31, 2023.

** Amortisation of initial direct costs over the lease term is included under Brokerage and discounts in Note 28 - Other Expenses.

These fair values are based on valuations performed by an independent external valuer, who is assessed by the Company to be an expert in valuing these types of investment properties. The fair value of investment properties is based on discounted cash flows and classified as level 3 fair value in the fair value hierarchy due to the use of unobservable inputs. There has been no change in valuation techniques used since prior year. The aforesaid independent external valuer is not a registered valuer as defined under rule 2 of the Companies (Registered Valuers and Valuation) Rules, 2017.

Under the DCF method, fair value is estimated using assumptions regarding the benefits and liabilities of ownership over the asset’s life including an exit or terminal value. This method involves the projection of a series of cash flows on a real estate property interest. To this projected cash flow series, a market-derived discount rate is applied to establish the present value of the income stream associated with the asset.

The duration of the cash flows and the specific timing of inflows and outflows are determined by events such as rent reviews, lease renewal and related re-letting, redevelopment, or refurbishment. The appropriate duration is typically driven by market behaviour that is a characteristic of the class of real estate property. Periodic cash flow is typically estimated as gross income, non-recoverable expenses, collection losses, lease incentives, maintenance cost and other operating and management expenses. The series of periodic net operating income, along with an estimate of the terminal value anticipated at the end of the projection period, is then discounted.

(b) Terms/ rights attached to equity shares

The Company has only one class of equity shares having a par value of ?10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General meeting.

In event of liquidation of the Company, the holders of equity shares would 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.

(e) Shares issued for consideration other than cash and reserved for issue under options

The Company has issued total 18 Lakhs shares (March 31, 2022: 12 Lakhs shares) during the period of 5 years immediately preceding the reporting date on exercise of options granted under Employee Stock Option Plan ''(ESOP)'' wherein part consideration was received in the form of employee services.

For details of shares reserved for issue under the ESOP of the Company, refer note 36.

Note 1: Includes term loans from banks secured by way of assignment of project receivables ?2,031 Lakhs (March 31, 2022: ?13,968 Lakhs) and further secured by collateral security of underlying land, building and movable property, plant and equipment and investment property. The loans are repayable in 5 quarterly instalments of ?406 Lakhs from the balance sheet date.

Note 2: Includes term loan from banks by way of mortgage of project properties and future lease rentals ?1,40,456 Lakhs (March 31, 2022: ?1,48,950 Lakhs). The loans are repayable within 12-135 instalments ranging from ?10 Lakhs to ?345 Lakhs for various loans.

Note 3: Bank Overdraft facilities are secured by way of mortgage of project properties. The facilities carry interest rate in the range of 9-10% and are repayable on demand.

Note 4: As at the year end, there were no instance of any creation of charges or satisfaction of charges which are yet to be registered with Registrar of Companies [RoC].

* Represents amounts payable within the operating cycle. Amount repayable within twelve months is T12.679 Lakhs (March 31, 2022: T17.945 Lakhs)

32.Commitments and contingencies

a. Commitments

(i) The Company has given ?35,930 Lakhs (March 31, 2022: ?33,131 Lakhs) as advances/deposits for purchase of land/ joint development. Under the agreements executed with the land owners, the Company is required to make further payments and/or give share in area/ revenue from such development in exchange of undivided share in land based on the agreed terms/ milestones.

(ii) In connection with Company's investments in certain subsidiaries, the Company has entered into shareholders agreement with other shareholders wherein it has certain commitments including further investment in accordance with the terms of the agreement.

(iii) The Company has entered into a power purchase agreement with a party wherein the Company has committed minimum purchase of power.

(iv) The Company is committed to provide financial support to some of its subsidiaries to ensure that these entities operate on going concern basis and are able to meet their debts and liabilities as they fall due.

(v) At March 31, 2023, the estimated amount of contract remaining to be executed on capital account not provided for is ?7,870 Lakhs (March 31, 2022: ? Nil )

b. Contingent liabilities

March 31, 2023 W

March 31, 2022 W

Claims against the Company not acknowledged as debts

- Income tax

13

343

- Sales tax / Value added tax/ Entry tax

1,486

1,486

- Service tax (net of ?29 Lakhs provided for)

2,907

2,936

Letter of credit and Bank Guarantees

2,330

2,472

Corporate Guarantees/Letter of Comfort given to subsidiaries (Restricted to extent of loan amounts outstanding)

50,843

88,153

c. Other Litigations:

(i) The Company has paid land advances of ?3,860 Lakhs that are under litigation. The underlying loans and advances are considered as good and recoverable based on legal evaluation by management of ultimate outcome of legal proceedings.

(ii) Apart from the above, the Company is also subject to certain legal proceedings and claims, which have arisen in the ordinary course of business, including certain litigation for commercial development or land parcels held for construction purposes, either through joint development arrangements or through outright purchases. These cases are pending with various courts and are scheduled for hearings. After considering the circumstances and legal evaluation thereon, the management believes that these cases will not have an adverse effect on the standalone financial statements.

Note: The Company does not expect any reimbursement in respect of the above contingent liabilities and it is not practicable to estimate the timing of the cash outflows, if any, in respect of aforesaid matters and it is not probable that an outflow of resources will be required to settle the above obligations/claims.

e. Other transactions:

1 The Company has received ?114 Lakhs (March 31, 2022: 400 Lakhs) towards accumulated profits and current capital account withdrawal due to conversion of BFOSLLP to BFOSPL.

2 The Company has made donation to BFT of ?620 Lakhs (March 31, 2022: ?591 Lakhs).

3 The Company has invested ?3,000 Lakhs in unlisted 12% 30 Lakhs D Series Optionally Convertible Debentures of ?100 each in BPPL, ?68 Lakhs Capital contribution in BILLP. Also refer note 6 with respect to carrying value of investments held as at year end.

4 The Company has paid ?94 Lakhs (March 31, 2022: ?604 Lakhs ) to M.R. Jaishankar towards its share of collections from Brigade Atmosphere Project (Joint Development Project).

5 The Company has received an amount of ?2,371 Lakhs from BDPL towards Cancellation of Agreement on Property Purchase.

6 The Company has purchased 2.20 Lakhs shares of Tetrarch Real Estates Private Limited from Mrs. Githa Shankar for ?97 Lakhs.

f. Other information:

Outstanding balances at the year-end are unsecured and carry interest upto 12% and settlement occurs in cash. The Company has not recorded any provision/ write-off of receivables relating to amounts owed by related parties.

Note: In respect of the transactions with the related parties, the Company has complied with the provisions of Section 177 and 188 of the Companies Act, 2013 where applicable, and the details have been disclosed above, as required by the applicable accounting standards.

36.Share based payments

The Company provides share-based payment schemes to its employees. The relevant details of the scheme and the grants are as below:

Employees Stock Option Scheme (‘ESOP 2011’): The Company instituted this scheme pursuant to the Board of Directors and Shareholders’ resolution dated May 04, 2011 and August 11, 2011, respectively. As per ESOP 2011, the Company granted 24,94,300 (March 31, 2022: 24,94,300) options comprising equal number of equity shares in one or more tranches to the eligible employees of the Company and its subsidiaries. The options would vest equally 25% every year with exercise period of five years from the date of respective vesting. The contractual life (comprising the vesting period and the exercise period) of options granted is 9 years from date of such grant.

Employees Stock Option Scheme (‘ESOP 2017’): The Company instituted this scheme pursuant to the Board of Directors and Shareholders’ resolution dated August 08, 2017 and September 21, 2017, respectively. As per ESOP 2017, the Company granted 25,16,597 (till March 31, 2022: 24,70,526) options comprising equal number of equity shares in one or more tranches to the eligible employees of the Company and its subsidiaries. The options would vest equally 25% every year with exercise period of five years from the date of respective vesting. The contractual life (comprising the vesting period and the exercise period) of options granted is 9 years from date of such grant.

Employees Stock Option Scheme (‘ESOP 2022’): The Company instituted this scheme pursuant to the Board of Directors and Shareholders’ resolution dated March 25, 2022 and May 4, 2022, respectively. As per ESOP 2022, the Company granted 13,37,658 (till March 31, 2022: Nil) options comprising equal number of equity shares in one or more tranches to the eligible employees of the Company and its subsidiaries. The options would vest equally 25% based on the individual performance every year , with exercise period of five years from the date of respective vesting. The contractual life (comprising the vesting period and the exercise period) of options granted is 9 years from date of such grant.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. There have been no transfers between levels during the period.

The management assessed that the carrying values of cash and cash equivalents, trade receivables, current investments, current loans, trade payables, current borrowings and other current financial assets and liabilities approximate their fair values largely due to the short-term maturities.

The following methods and assumptions were used to estimate the fair values:

- Refer note 4 with respect to investment properties

- The quoted investments (mutual funds) are valued using the quoted market prices in active markets.

- The fair values of the unquoted equity shares have been estimated using a DCF model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. The probabilities of the various estimates within the range can be reasonably assessed and are used in management’s estimate of fair value for these unquoted equity investments.

The Company’s objectives of capital management is to maximize the shareholder value. In order to maintain or adjust the capital structure, the Company may adjust the return to shareholders, issue/ buyback shares or sell assets to reduce debt. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants.

The Company monitors capital using a gearing ratio, which is net debt divided by total equity plus net debt as below.

- Equity includes equity share capital and all other equity components attributable to the equity holders

In order to achieve the objective of maximize shareholders value, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing borrowings that define capital structure requirements. Any significant breach in meeting the financial covenants would allow the bank to call borrowings. There have been no breaches in the financial covenants of borrowings.

No changes were made in the objectives, policies or processes for managing capital during the current / previous year.

The Company’s principal financial liabilities, other than derivatives, comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, trade, other receivables and cash and cash equivalents and bank balances other than cash and cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s management oversees the management of these risks and ensures that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives.

i. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and other price risk, such as equity price risk and commodity / real-estate price risk.

The sensitivity analysis in the following sections relate to the position as at March 31, 2023 and March 31, 2022. The sensitivity analysis has been prepared on the basis that the amount of net debt and the ratio of fixed to floating interest rates of the debt. The analysis excludes the impact of movements in market variables on the carrying values of gratuity and other post retirement obligations/provisions.

The below assumption has been made in calculating the sensitivity analysis:

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2023 and March 31, 2022.

Interest rate risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in Interest rate. The entity’s exposure to the risk of changes in Interest rates relates primarily to the entity’s operating activities (when receivables or payables are subject to different interest rates) and the entity’s net receivables or payables.

The Company is affected by the price volatility of certain commodities/ real estate. Its operating activities require the ongoing development of real estate. The Company’s management has developed and enacted a risk management strategy regarding commodity/ real estate price risk and its mitigation. The Company is subject to the price risk variables, which are expected to vary in line with the prevailing market conditions.

The Company invests surplus funds in liquid mutual funds. The Company is exposed to market price risk arising from uncertainties about future values of the investment. The Company manages the equity price risk through investing surplus funds in liquid mutual funds for short term basis.

ii. Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments if a counterparty defaults on its obligations. The Company’s exposure to credit risk arises majorly from trade receivables/ unbilled revenue and other financial assets.

Other financial assets like security deposits, loans and bank deposits are mostly with employees, government bodies and banks and hence, the Company does not expect any credit risk with respect to these financial assets.

With respect to trade receivables/ unbilled revenue, the Company has constituted teams to review the receivables on periodic basis and to take necessary mitigations, wherever required. The Company creates allowance for all unsecured receivables based on lifetime expected credit loss ('ECL').

iii. Liquidity risk

The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company believes that the cash and cash equivalents is sufficient to meet its current requirements. Accordingly no liquidity risk is perceived.

45. The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

46.Shares issued under QIP

On June 21, 2021, the Company launched the offering of its equity shares through a qualified institutions placement (“QIP”) in accordance with the provisions of Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI ICDR Regulations”). Pursuant to QIP, the Company received an amount of ?50,000 Lakhs against the issue of 1,86,56,716 equity shares of face value of ?10 each to qualified institutional buyers and the same were allotted and listed for trading on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited from June 25,2021.

47. Additional Disclosures

(a) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(b) Transactions and balances with companies which have been removed from register of Companies [struck off companies] as at the above reporting periods is Nil.

(c) The Company has not traded / invested in Crypto currency.

(d) No funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(f) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(g) The Company is not a declared wilful defaulter by any bank or financial Institution or other lender.

(h) During the year, the investments made, guarantees provided, security given and the terms and conditions of the grant of all loans and advances in the nature of loans and guarantees to companies, firms, Limited Liability Partnerships or any other parties are not prejudicial to the Company's interest.

48.Standards issued but not yet effective

The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules, 2023 dated March 31, 2023 to amend the following Ind AS which are effective from April 01, 2023.

(i) Definition of Accounting Estimates - Amendments to Ind AS 8

The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. It has also been clarified how entities use measurement techniques and inputs to develop accounting estimates.

(ii) Disclosure of Accounting Policies - Amendments to Ind AS 1

The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures.

(iii) Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to Ind AS 12

The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences. The amendments should be applied to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, at the beginning of the earliest comparative period presented, a deferred tax asset (provided that sufficient taxable profit is available) and a deferred tax liability should also be recognised for all deductible and taxable temporary differences associated with leases and decommissioning obligations.

The Company is currently assessing the impact of the aforesaid amendments and does not expect to have any significant impact.