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

BSE: 503100ISIN: INE211B01039INDUSTRY: Realty

BSE   ` 2983.65   Open: 2950.00   Today's Range 2939.45
3017.85
+48.45 (+ 1.62 %) Prev Close: 2935.20 52 Week Range 1390.95
3266.20
Year End :2023-03 

6.1) Notes on Investment Property

i. The Company’s investment properties consists of Retail Mall and Commercial properties in India. The Management has determined that the investment properties consist of One class of asset - Retail Mall and Commercial Property - based on the nature, characteristics and risks of each property. ii Right on Leasehold Land consist of long term lease rights.

iii. Contractual Obligations

Refer note 36 (a) for disclosure of contractual commitments for the acquisition of investment properties

iv. Capitalised Borrowing cost

No borrowing costs were capitalised during the current year and previous year.

v. Investment Property Pledge as security

Investment properties under construction amounts to ' 19,834.51 lakhs (P.Y. ' 9,460.55 lakhs). The Management is of the view that the fair value of investment properties under construction cannot be reliably measured and hence fair value disclosures pertaining to investment properties under construction have not been provided. Investment Properties under construction excluding the building under construction at Phoenix Palladium (named as Rise II) have not been pledged to secure borrowings of the Company.

Freehold Land & building and Building included in Investment Property Under Construction (excluding the building under construction at Phoenix Palladium named as Rise II) are Secured by Registered Mortgage in respect of certain immovable properties situated at Phoenix Palladium, Senapati bapat marg, Lower Parel, Mumbai and hypothecation of rentals receivable from licencees on pari pasu basis against the borrowings. (Refer Note. 20 & 23).

The Company has created a charge, by way of mortgage, on 12,714.25 square meters of its land on Plot B for the loan taken by its wholly owned subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. The Company has developed a mixed use retail structure on the said land.

vi. The Company’s investment properties consist of Retail Mall which has been determined based on the nature, characteristics and risks of each property. As at 31 March 2023 and 31 March 2022, the fair values of the properties are ' 5,76,650 lakhs and ' 4,56,910 lakhs respectively.

The fair value of investment property has been determined by external, independent registered property valuers, having appropriate recognised professional qualification and recent experience in the location and category of the property being valued. A valuation model in accordance with that recommended by the international valuation standards committee had been applied. The Company obtains independent valuations for its investment properties annually and fair value measurement has been categorised as Level 3. The fair value has been arrived using discounted cash flow projections based on reliable estimates of future cash flows considering growth in rental of 5% (31 March 2022: 5%) and discount rate of 12.58% (March 31, 2022: 12.35%).

vii. During the year, the Company has sold 20% & 5% proportionate ownership of two flats in Phoenix Tower to Promoter Group Companies namely Radhakrishna Ramnarain Pvt. Ltd. and Senior Advisory Services Pvt. Ltd. for a consideration of ' 76 lacs and ' 20 lacs, respectively. Accordingly, those two flats are jointly held by the Company with Promoter Group (refer note no 41).

@ 51% shares of Island Star Mall Developers Private Limited, 51% shares of Destiny Retail Mall Developers Private Limited, 30% shares of Pallazzio Hotels & Leisure Limited (PHLL) (Pledge), 50.01% shares of Graceworks Realty & Leisure Private Limited and 100% shares of Alliances Spaces Private Limited are held subject to a non-disposal undertaking to the lender bank/Trustee stating that it shall not dispose / transfer /pledge /encumber these shares owned/held in the Company without prior consent from lender until the loans taken by these companies are fully repaid to the bank.

* The Phoenix Mills Limited (PML) (along with its nominee) has 100% stake in Big Apple Real Estate Private Limited (BARE) and BARE has 100% stake in Blackwood Developers Private Limited (BDPL) and UPAL Developers Private Limited (UDPL). BARE has pledged 30% of the shares of BDPL and UDPL to Kotak Mahindra Investment Limited (KMIL) and has given Non-Disposal Undertaking for balance 70% shares.

** 10,973 shares are held by a bank in their name as security.

$ The company has acquired balance 50% equity stake in Classic Mall Development Company Limited on May 05, 2022 from Crest Ventures Limited (46.35%) and Escort Developers Private Limited (3.65%) (a 100% subsidiary of Crest Ventures Limited). Accordingly, from the said date Classic Mall Development Company Limited has become wholly owned subsidiary of the Company.

Note 18.2 - Rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital.

The Company has only one class of equity shares having face value of ' 2 per share. Each holder of equity shares is entitled to one vote per share. Equity shareholder are also entitled to dividend as and when proposed by the Board of Directors and approved by Share holders in Annual General Meeting. In the event of liquidation of the Company, the holder of Equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts which shall be in proportion to the number of shares held by the shareholders.

Nature & Purpose of Reserves

1) Capital Reserve: Capital reserve represents reserve created pursuant to the business combinations.

2) Securities Premium: Securities premium reserve represents premium received on equity shares issued, which can be utilised only in accordance with the provisions of the Companies Act, 2013 for specified purposes.

3) Share Option Outstanding Account: Reserve relates to stock options granted by the Company to employees of the group under an employee stock options plan.

4) General Reserve: General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as dividend payout, bonus issue, etc.

Note : The above amount dose not include the processing fees paid at the time of borrowing taken.

20.2) Pledge as security:

1) First Pari Passu Mortgage on Undivided share of land to the extent of approximately 8279.24 sq. metres in Plot A out of total area of Plot A ad measuring approximately 21020.24 sq. metres which comprises of existing and proposed structures with BUA approximately 37535.52 sq. metres on Plot A and existing structure with BUA approximately 14737.42 sq. metres on Plot B along-with entire car parking spaces of P1, P2, and P3 levels situated above Sai Podium at Block 41/47 and entire car parking spaces of P4 and P5 levels situated above Palladium Mall at Block 34/14B.

The above is part of Larger Property situated at Phoenix Mills Compound, 462, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, in the state of Maharashtra, India. It is hereby clarified that the security excludes -

(i) The portion of MCGM Leasehold Land admeasuring 11,811 sq. mtrs and

(ii) Plutocrat UDS in Plot A to the extent of 12,741 sq. mts.

(iii) Plot B Land (Land underneath Palladium Mall)

2) First pari-passu charge by way of hypothecation on all current assets, movables and inflows from existing & future sales, leasing, leave & license, CAM, receivables in relation to the Project.

3) First exclusive charge on DSRA in the form of a fixed deposit to be maintained with Bank, and First Pari- Passu charge on Escrow A/c and all Current a/c.

20.3) Interest is calculated on T-Bill / REPO spread / applicable margin. Average rate of Interest varies in the range of 6.55% p.a. to 8.52% p.a. ( P.Y 8.00% to 8.90%)during the FY 2023. Interest is calculated on reference rate as published by RBI applicable margin.

Expenses recognised to Defined benefits plan:

The Company provides gratuity benefit to it’s employees which is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity

1 Salary escalation rate is arrived after taking into account regular increment, price inflation and promotion and other relevant factors such as supply and demand in employment market.

2 Discount rate is based on prevailing market yields of Indian Government Securities as at balance sheet date for estimated terms of obligation.

3 Attrition rate/ withdrawal rate is based on company’s policy towards retention of employees, historical data and industry outlook.

4 Expected contribution to defined benefit plans for the next financial year 2023 - 24 is ' 2 lakhs.

5 The above information is certified by actuary.

These gratuity plan typically expose to the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Investment risk:

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government Debt Securities. For other defined benefit plans, the discount rate is determined by reference to market yield at the end of reporting period on high quality corporate Debt Securities when there is a deep market for such Debt Securities, if the return on plan asset is below this rate, it will create a plan deficit.

Interest risk:

A decrease in the Debt Securities interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.

Longevity risk:

The present value of the defined benefit plan liability is calculated by reference to the best estimate of mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in salary of plan participants will increase the plan’s liability.

| 33. | SEGMENT INFORMATION

The Company is mainly engaged in real estate activities where revenue is principally derived from operating lease rental income attributable to retail outlets in its retail mall together with provision of related services, which constitutes the sole operating segment of the Company catering to Indian Customer Accordingly, the Company has only one identifiable segment reportable under Ind AS 108 - Operating Segments. Managing Director (the ‘Chief Operational Decision Maker’ as defined in Ind AS 108) monitors the operating results of the Company’s business for the purpose of making decisions about resource allocation and performance assessment.

The revenues from transactions with a single customer does not exceed 10 per cent or more of the Company’s revenues.

The Company operates in a single geographical area i.e. India.

| 34. | LEAVE AND LICENSE FEES - COMPANY AS LICENSOR

The Leave and License agreements are generally for a period of 1 to 5 years. The terms also provide for escalation of License fees on a periodical basis. Generally, the Company has a right to terminate these agreements by giving advance notice as stipulated therein.

| 36. | CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:-

a Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is ' 4,885.46 Lakhs (PY. 1079.75 Lakhs) net of advance paid.

b The Income tax assessments of the Company have been completed up to Assessment Year 2021-22. The disputed tax demand outstanding upto the said Assessment year is ' 13,354.66 Lakhs (PY. ' 9,839.39 Lakhs).The Company as well as the Income Tax Department are in appeal before the Authorities. The impact thereof, if any, on the tax position can be ascertained only after the disposal of the appeals. Accordingly, the accounting impact if any arising there from will be considered in the year of the disposal of the said appeals. Out of the above amount, ' 4,643.86 lakhs (PY 1,543.31 lakhs) pertain to matters where ITATorders are in favour of the Company and the income tax department is in appeal before honourable High court.

c The Company has received demand on traces for TDS default for Assessment Year 2014-2015 to 2019-2020 amounting to ' 69.46 lakhs.The Company has filed an appeal before CIT (A) against the said demand. d The Company has received an order of Commissioner of GST & Central Excise from Service Tax Department, in respect of the Service Tax on renting of immovable property related matter filled by Retailers Association of India (RAI). The order seeks to recover the interest for delayed payment of service tax at an appropriate rate. The company has filed an appeal with CESTAT against the said order. The interest liability on such delayed payment of service tax shall be determined on the basis of the Supreme Court judgement on the RAI members’ Service Tax matters, which is pending before honourable Supreme court.

e Demand notices received on account of arrears of Provident Fund dues aggregating to ' 24.72 Lakhs (PY. ' 24.72 Lakhs) are disputed by the Company. The Company has paid ' 10 Lakhs against the said P.F. Demands to the P.F. Authorities. f Outstanding guarantees given by Banks of ' 91.64 Lakhs (PY ' 105.89 Lakhs).

g As per the hotel operating agreement, PML has given unconditional and irrevocable guarantee on behalf of the Pallazzio Hotels & Leisure Ltd ( PHLL) to Starwood Hotels & Resorts India Pvt Ltd. The said guarantee is outstanding in the current year for an amount of ' 4,736.45 Lakhs and was also outstanding in the previous year for an amount of ' 5,008.40 Lakhs. h The company has committed to provide financial support to Starboard Hotels Private Limited as and when the need arises by infusing the required funds to meets its obligation of debts and other liabilities (current as well as in future). i I n Suit No. 7537 of 1981 (HC Suit No. 337 of 1981) (in the matter of Cotton Corporation of India (CCI) v/s. the Phoenix

Mills Limited (PML)), by an order dated July 04, 2018, the Bombay City Civil Court has directed PML to pay a sum of ' 79,66,142.26/- along with interest thereon. PML has challenged the said order in First Appeal No. 140 of 2019 and the same is pending for adjudication before the Hon’ble Bombay High Court. j I n T.E.& R. Suit No. 19 of 2009, (in the matter of Narendra Patwa vs. the Phoenix Mills Limited(PML)), by an Order dated

December 21, 2015, the Hon’ble Small Causes Court has ordered PML to handover the vacant possession of the godown, PML has accordingly handed over the possession. Narendra Patwa has filed Mesne Profit Application No. 287 of 2017

claiming mesne profits @ ' 3,63,608/- per month from June 09, 2008 to December 2013 and from January 01, 2014 onwards @ of ' 4,64,744/- per month together with costs and interest as the Hon’ble Court may order.

k The Company has created a charge, by way of mortgage, on 12,714.25 square meters of its land on Plot B for the loan taken by its subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. Loan amount outstanding for above loan at year end is ' 42,833.17 lakhs.

l Subsequent, to the year end, Good and Service Tax (GST) department has initiated Proceedings under Section 67 of MGST Act on May 19, 2023 and the department have not communicated any adverse observations till the approval of the Financial Statements. As of now, management does not foresee any significant impact of the said proceedings.

[37] “Municipal Corporation of Greater Mumbai has raised demand of '. 2,548.18 Lakhs (P.Y 2321.18 lakhs) towards property tax for the period April 2010 - March 2023, which was hiked by imposing value added taxes.

The company had filed a writ petition bearing number 872 of 2016 dated March 21, 2016 before the Bombay High Court challenging the property tax assessment of PML and the bills raised by MCGM from financial year 2010 and onwards. The High Court vide its order dated April 24, 2019 quashed the Capital Value Rules and allowed PML to pay 50% (fifty per cent) of the amount demanded (“Interim Order”). MCGM had challenged the Interim Order before the Supreme Court via Special Leave to Appeal [C] No(s). 17009 / 2019. The Hon. Supreme Court in its interim order dated July 29, 2019 granted PML interim relief to pay the property tax basis the previous Interim Order of Bombay High Court and admitted the petition. PML has, in accordance with the directions of the Hon. Supreme Court, duly made payments of the amounts specified under the Interim Order. The Supreme Court vide its order dated November 07, 2022 upheld the order passed by the Bombay High Court and disposed off the said SLP. MCGM had challenged the Order dated November 07, 2022 before the Supreme Court via Review Petition (Civil) No. 298 of 2023. The Hon’ble Supreme Court vide its order dated March 14, 2023 dismissed the said review petition.

| 40. | Exceptional item for the year ended March 31, 2023 refers to “As per the sanctioned development plan of G/S Municipal Ward of Brihanmumbai Municipal Corporation (BMC) and as per the mandate / compulsion of development permission granted by BMC to the Company with regards to the land parcel owned by Company at Lower Parel, Company has surrendered the land admeasuring area of 1919.73 Square Meters which was reserved for ROS 1.4 (Play Ground) under Regulation No.32, Table 12(A) of the DCPR-2034 to BMC for free of cost vide transfer deed dated January 18, 2023. As per the Regulation No.32 Table(12A) of the DCPR-2034, MCGM has granted FSI of 4,506.17 Sqr Meters against the said surrender of the land to BMC excluding for the land area admeasuring 117.26 Square Meters. As per the requirement under Indian Accounting Standard, Company has recognized an exceptional gain of ' 4,843.99 lakhs on grant of the said FSI by MCGM against surrender of Land to BMC as per DCPR-2034 on the fair value basis.”

| 41. | In accordance with the requirement of Ind AS 24, on related party disclosure, name of related party, related party relationships, transactions and outstanding balances including commitments where control exits and with whom transactions have taken place during reported periods, are:

i) SGH Realty LLP is 50% partner in True Value infra build LLP

| 39. | During FY 2007-2008 and FY 2008-2009, Company has invested ' 4501.25 lakhs in the equity shares of Entertainment World Developers Limited (EWDL) and ' 10,000 lakhs in FCDs of Treasure world Developers Pvt. Ltd. (TWDPL), subsidiary of EWDL. The company had exercised the put option available as per the Share and Debenture Subscription Deed for the said FCDs in earlier year against which EWDL (on behalf of the TWDPL) has paid a part amount of ' 1,918.80 Lakhs in November 2013. Pending receipt of the balance consideration, the amount received has not been adjusted against the investments and has been shown under other liabilities. Net worth of EWDL/TWDPL has been eroded as per the latest available accounts as at March 31, 2015, thus Company had made an impairment provision of ' 8,425 lakhs in the year ended March 31, 2015, ' 2,100 lakhs in the year ended March 31, 2016 and ' 2,057.44 lakhs in the year ended March 31, 2020 against the said investments. During the current financial year, Company has written off the investment in equity shares of ' 4,501.25 lakhs in EWDL and investment in FCDs of TWDPL of ' 8,081.20 lakhs against the said provision.

Figures in brackets are pertaining to the previous year.

1 The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions.

2 Review of outstanding balances is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. These balances are unsecured and their settlement occurs through the normal banking channel.

3 Administrative expenses paid to subsidiaries include ' 118.17 lakhs (P.Y. ' 305.00 Lakhs) paid to Marketcity Resources Private Limited towards the provision of personnel services including the four key managerial personnel.

4 As per the hotel operating agreement, PML had given unconditional and irrevocable guarantee on behalf of the Pallazzio Hotels & Leisure Ltd ( PHLL) to Starwood Hotels & Resorts India Pvt Ltd. The said guarantee is outstanding in the current year for an amount of ' 4,736.45 Lakhs and was also outstanding in the previous year for an amount of ' 5,008.40 Lakhs.

5 The Company has committed to provide financial support to Starboard Hotels Private Limited as and when the need arises by infusing the required funds to meet its obligation of debts and other liabilities (Current as well as in future).

6 The Company has created a charge, by way of mortgage, on 12,714.25 square meters of its land on Plot B for the loan taken by its subsidiary, Pallazzio Hotels and Leisure Limited (PHLL) from the banks. Loan amount outstanding for above loan at year end is ' 42,818.72 lakhs.

7 The above disclosures does not include payment of sitting fees made to Independent Directors.

8 Remuneration paid to the Managing Director and Executive Director of the Company, cumulatively exceeds the limits approved by the shareholders to the tune of ' 209.00 lakh. As per the requirements of the Companies Act, 2013, excess amount paid has been reflected as recoverable from them, in the financial statements of the Company as on March 31, 2023.

| 42. | PARTICULARS OF LOANS GIVEN INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED :

The company has complied with provision of section 186 (1) of the Companies Act 2013(“the Act”), with respect to investments made. The Company being infrastructure facilities provider as defined under section 186 of the said Act read with Schedule VI to the Act. Thus, the provisions of section 186 (other than clause 1) of the said Act with respect to investment, loans given, guarantees and security provided is not applicable”.

| 43. | The Company is a partner in a partnership firm M/s. Phoenix Construction Company. The accounts of the partnership firm have been finalised upto the FY 2022. The details of the Capital Accounts of the Partners as per the latest Financial Statements of the firm are as under:-

* Amount transferred to separate Unspent CSR A/c as per requirement of Companies Act 2013. Contributed ' 35.01 Lahks (PY 1,27.90 Lakhs) during the current financial year to related party and others.

The CSR unspent amount relates to ongoing projects that have been identified by the Board. The unspent amount for these ongoing projects, which spans over a period of three years, has been transferred to the “Unspent CSR Account” and the transferred amount shall be spent as per obligation within three financial years of the date of such transfer.

# Refer note no 41.

| 46. | FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES:

Set out below is the comparison by class of carrying amounts and fair value of Company’s financial instruments that are recognised in the financial statements.

Note : The Financial Assets above do not include investments in subsidiaries which are carried at cost in terms of the option available in Ind AS 27 “Separate Financial Statements”.

Fair valuation techniques:

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

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

1 Fair value of the Quoted Equity Shares are based on price of equity share on stock exchange.

2 Fair value of the Mutual funds, debt securities and listed preferences shares are based on NAV price.

3 Fair value of unquoted equity shares and Compulsory Convertible Debentures is Fair value under level 3 of hierarchy.

4 Fair value of Long term Borrowings is calculated based on discounted cash flow.

5 Fair value of Financial Assets & Financial Liability (except Long term Borrowings) are carried at amortised cost and is not materially different from it’s carrying cost.

B) Fair Value hierarchy:

The following table provides the fair value measurement hierarchy of Company’s asset and liabilities, grouped into Level 1 to Level 3 as described below:

Level 1: Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities. It includes fair value of financial instruments traded in active markets and are based on quoted market prices at the balance sheet date.

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Fair value of the financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on the Company specific estimates. If all significant inputs required to fair value an instrument are observable then instrument is included in level 2

Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Foreign currency risk

The Company is exposed to very minimum foreign exchange risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk pertaining to funds borrowed at floating interest rates.

Almost 100% of the Company’s borrowings are linked to BR Margin. With all other variables held constant, the following table demonstrates the impact of change in interest rate on borrowing cost on floating rate portion of loans.

| 47. | FINANCIAL RISK MANAGEMENT:

The Company’s activities expose it to credit risk, liquidity risk and market risk. This note explains the sources of risks which the entity is exposed to and how it mitigates that risk.

• Market risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings and investments in securities.

Commodity and Other price risk

The Company is not exposed to the commodity and other price risk.

• Credit Risk

Credit risk is the risk of financial loss to the Company that a customer or counter party to a financial instrument fails to meet its obligations. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, mutual funds, financial institutions and other financial instruments.

Trade and other receivables:

The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. To manage credit risk, the Company periodically assesses the financial reliability of the customer, taking into account the financial condition, current economic trends, and analysis of historical bad debts and aging of accounts receivables. Outstanding customer receivables are regularly monitored to make an assessment of recoverability. Receivables are provided as doubtful / written off, when there is no reasonable expectation of recovery. Where receivables have been provided / written off, the Company continues regular followup , engage with the customers, legal options / any other remedies available with the objective of recovering these outstanding.

The Company is not exposed to concentration of credit risk to any one single customer since services are provided to vast spectrum. The Company also takes security deposits, advances , post dated cheques etc from its customers, which mitigate the credit risk to an extent.

Cash and cash equivalents and other investments

The Company is exposed to counter party risk relating to medium term deposits with banks, mutual fund and debt securities.

The Company considers factors such as track record, size of the institution, market reputation and service standards to select the banks with which balances and deposits are maintained. Generally, the balances are maintained with the institutions with which the Company has also availed borrowings.

The Company is required to maintain ratios (such as debt service coverage ratio and secured coverage ratio) as mentioned in the loan agreements at specified levels and also cash deposits with banks to mitigate the risk of default in repayments. In the event of any failure to meet these covenants , these loans become callable to the extent of failure at the option of lenders, except where exemption is provided by lender.”

| 48. | CAPITAL MANAGEMENT

The primary objective of the Company’s capital management is to maximise the shareholder value. The Company’s primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and safeguard the Company’s ability to continue as a going concern in order to support its business and provide maximum returns for shareholders. The Company also proposes to maintain an optimal capital structure to reduce the cost of capital. No changes were made in the objectives, policies or processes during the year ended March 31, 2023 and March 31, 2022. For the purpose of the Company’s capital management, capital includes issued capital, share premium and all other equity reserves. Net debt includes, interest bearing loans and borrowings less cash and short term deposits.

Cash and Cash equivalents, other Investments, Loans and other financial assets are neither past due nor impaired. Management is of the view that these financial assets are considered good and 12 months ECL is, accordingly, not provided.

• Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.

“The Company’s objective is to maintain at all time optimum levels of liquidity to meet its cash and collateral requirements. The Company relies on a mix of borrowings, capital infusion and excess operating cash flows to meet its needs for funds. The current borrowings are sufficient to meet its short to medium term expansion needs. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

| 50. | SHARE-BASED PAYMENT ARRANGEMENTS:

A. Description of share-based payment arrangements i. Share option programmes (equity-settled)

The Company has granted stock options under the following employee stock option scheme:

1. 33,90,000 Equity Shares are reserved for allotment of equity shares under Employee Stock Option Scheme 2007. During the year 49,250 Equity Shares have been issued and allotted to the eligible employees against exercise of Options under ESOP 2007.

2. 31,00,000 Equity Shares are reserved for allotment of equity shares under Employee Stock Option Scheme 2018. During the year 40,278 Equity Shares have been issued and allotted to the eligible employees against exercise of Options under ESOP 2018.

Each option when exercised would be converted into one fully paid-up equity share of ' 2 each of the Company. The options granted under ESOP 2007 and options granted under the ESOP 2018 scheme carry no rights to dividends and no voting rights till the date of exercise.

B. Measurement of fair values

i. Equity-settled share-based payment arrangements

The fair value of the employee share options has been measured using the Black-Scholes formula. Service and nonmarket performance conditions attached to the arrangements were not taken into account in measuring fair value.

The requirement that the employee has to save in order to purchase shares under the share purchase plan has been incorporated into the fair value at grant date by applying a discount to the valuation obtained. The discount has been determined by estimating the probability that the employee will stop saving based on historical behaviour

| 52. | ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III

i) Details of benami property held -

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

ii) Borrowing secured against current assets

Filing of Quarterly returns / stock statements with HDFC Bank Limited, Kotak Mahindra Bank Limited and HSBC India are not applicable to PML loan facilities and hence, reporting Quarterly return/statements reconciliation with books of accounts is not applicable.

iii) Wilful defaulter

Company have not been declared wilful defaulter by any bank or financial institution or government or any government authority.

iv) Relationship with struck off companies

The company has no transactions with companies struck off under Companies Act, 2013 or Companies Act, 1956.

v) Registration of charges or satisfaction with Registrar of Companies

All the charges created or satisfied during the year was registered with registrar of companies within the due time. Further, charges open at MCA Portal amounting of ' 402.60 lakhs for old periods are closed and intimated to MCA to remove the same.

vi) Compliance with number of layers of companies

The company has complied with the number of layers prescribed under the Companies Act, 2013.

vii) Compliance with approved scheme(s) of arrangements

The company has not entered into any scheme of arrangement which has an accounting impact on current financial year. During the previous year the scheme of Amalgamation has came into effective and accordingly the effect of the same have been accounted in the book of the company in accordance with the scheme & in accordance with the Indian accounting standard 103 “Business Combinations”.

viii) Undisclosed Income

The company has not surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

ix) Details of crypto currency or virtual currency

The company has not traded or invested in crypto currency or virtual currency during the current or previous year.

x) Valuation of PP&E, intangible asset and investment property

The company has not revalued its property, plant and equipment or Investment Properties (including right-of-use assets) or intangible assets during the current or previous year (refer note no 6).

xi) Utilisation of borrowed funds, equity and Share premium

The borrowings obtained by the company from banks and financial institutions have been applied for the purposes for which such loans were taken.

| 56. | The Board of Directors have recommended a final dividend of ' 5/- (250 %) per equity share of ' 2/- each subject to shareholders approval at the ensuing annual general meeting.