o) Provisions, contingent assets and contingent liabilities
Provisions are recognized only when there is a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and when a reliable estimate of the amount of obligation can be made at the reporting date. Provisions are discounted to their present values, where the time value of money is material, using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognised as a finance cost.
When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.
p) Onerous contracts
If the Company has a contract that is onerous, the present obligation under the contract is recognised and measured ever, before a separate provision for an onerous contract is established, the Company recognises any impairment loss that has occurred on assets dedicated to that contract.
An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Company cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it.
These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.
Contingent liability is disclosed for:
• Possible obligations which will be confirmed only by future events not wholly within the control of the Company or
• 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 cannot be made.
Contingent assets are neither recognised nor disclosed except when realisation of income is virtually certain, related asset is disclosed.
q) Leases
The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Company as a lessee
The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities to make lease
payments and right-of-use assets representing the right to use the underlying assets.
Right-of-use assets
The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the lease term.
If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. Lease liabilities
At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
The Company's lease liabilities are included in "other financial liabilities"
Short-term leases and leases of low-value assets
The Company applies the short-term lease recognition exemption to its short-term leases (i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of assets that are considered to be low value. Lease payments on short-term leases and leases of low value assets are recognised as expense on a straight-line basis over the lease term.
Company as a lessor
Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned. Fit-out rental income is recognised in the statement of profit and loss on accrual basis.
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.
r) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
1. Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI) and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Company's business model for managing them. With the exception of trade receivables that do not contain a significant financing component
or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, net of transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under Ind AS 115.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The Company's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets or both.
Subsequent measurement
i. Financial assets carried at amortised cost - a financial asset is measured at amortised cost if both the following conditions are met:
• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows; and
• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method.
ii. Investments in equity instruments of subsidiaries, joint ventures and associates - Investments in equity instruments of subsidiaries, joint ventures and associates are accounted for at cost in accordance with Ind AS 27 Separate Financial Statements.
iii. Investments in other equity instruments -
Investments in equity instruments which are held for trading are classified as at fair value through profit or loss (FVTPL). For all other equity instruments, the Company makes an irrevocable choice upon initial recognition, on an instrument by instrument basis, to classify the same either as at fair value through other comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL). Amounts presented in other comprehensive income are not subsequently transferred to profit
or loss. However, the Company transfers the cumulative gain or loss within equity. Dividends on such investments are recognised in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment.
iv. Investments in mutual funds - Investments in mutual funds are measured at fair value through profit and loss (FVTPL).
v. Derivative instrument - The Company holds derivative financial instruments to hedge its foreign currency exposure for underlying external commercial borrowings ('ECB'). Derivative financial instruments has been accounted for at FVTPL
De-recognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Company's standalone balance sheet) when:
• The rights to receive cash flows from the asset have expired, or
• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.
Impairment of financial assets
In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss for financial assets.
ECL is the weighted-average of difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate, with the respective risks of default occurring as the weights. When estimating the cash flows, the Company is required to consider-
• All contractual terms of the financial assets (including prepayment and extension) over the expected life of the assets.
• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
Trade Receivables
In respect of trade receivables, the Company applies the simplified approach of Ind AS 109, which requires measurement of loss allowance at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument.
Other financial assets
In respect of its other financial assets, the Company assesses if the credit risk on those financial assets has increased significantly since initial recognition. If the credit risk has not increased significantly since initial recognition, the Company measures the loss allowance at an amount equal to 12-month expected credit losses, else at an amount equal to the lifetime expected credit losses.
When making this assessment, the Company uses the change in the risk of a default occurring over the expected life of the financial asset. To make that assessment, the Company compares the risk of a default occurring on the financial asset as at the balance sheet date with the risk of a default occurring on the financial asset as at the date of initial recognition and considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition. The Company assumes that the credit risk on a financial asset has not increased significantly since initial recognition if the financial asset is determined to have low credit risk at the balance sheet date.
2. Non- derivative financial liability
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings and payables, net of directly attributable transaction costs.
The Company's financial liabilities include trade and other payables, security deposits, loans and borrowings and other financial liabilities including bank overdrafts and financial guarantee contracts.
Subsequent measurement
Subsequent to initial recognition, the measurement of financial liabilities depends on their classification, as described below:
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
Financial guarantee contracts
Financial guarantee contracts are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified party fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognized as a financial liability at the time the guarantee is issued at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of expected loss allowance determined as per impairment requirements of Ind-AS 109 and the amount recognised less cumulative amortization.
De-recognition of financial liabilities
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
3. Reclassification of Financial instruments
The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Company's senior management determines change in the business model as a result of external or internal changes which are significant to the Company's operations. Such changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.
4. Offsetting of Financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
s) Fair value measurement
The Company measures financial instruments such as derivative instruments etc at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
External valuers are involved for valuation of significant assets, such as properties and unquoted financial assets, and significant liabilities, such as contingent consideration. Involvement of external valuers is decided upon annually by the management. Valuers are selected based on market knowledge, reputation, independence and whether professional standards are maintained. Fair value disclosure of Investment Properties are based on management own assessment relying upon various parameters.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.
• Disclosures for valuation methods, significant estimates and assumptions
• Quantitative disclosures of fair value measurement hierarchy
• Investment in unquoted equity shares
• Investment properties
• Financial instruments
t) Convertible instruments
Convertible instruments are separated into liability and equity components based on the terms of the contract. On issuance of the convertible instruments, the fair value of the liability component is determined using a market rate for an equivalent non-convertible instrument. This amount is classified as a financial liability measured at amortised cost (net of transaction costs) until it is extinguished on conversion or redemption.
The remainder of the proceeds is allocated to the conversion option that is recognised and included in equity since conversion option meets Ind AS 32 criteria for fixed to fixed classification. Transaction costs are deducted from equity, net of associated income tax. The carrying amount of the conversion option is not remeasured in subsequent years.
Transaction costs are apportioned between the liability and equity components of the convertible instruments
based on the allocation of proceeds to the liability and equity components when the instruments are initially recognised.
j) Non - current assets held for sale
The Company classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale/ distribution rather than through continuing use. Actions required to complete the sale/ distribution should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the sale expected within one year from the date of classification.
For these purposes, sale transactions include exchanges of non-current assets for other non-current assets when the exchange has commercial substance. The criteria for held for sale classification is regarded met only when the assets or disposal group is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales/ distribution of such assets (or disposal groups), its sale is highly probable; and it will genuinely be sold, not abandoned. The Company treats sale of the asset or disposal group to be highly probable when:
• The appropriate level of management is committed to a plan to sell the asset,
• An active programme to locate a buyer and complete the plan has been initiated,
• The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value,
• The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and
• Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Non-current assets held for sale and disposal groups are measured at the lower of their carrying amount and the fair value less costs to sell. Assets and liabilities classified as held for sale are presented separately in the balance sheet.
Property, plant and equipment and intangible assets once classified as held for sale to owners are not depreciated or amortised.
) Significant management judgements
The following are significant management judgements in applying the accounting policies of the Company
that have the most significant effect on the financial statements.
Recognition of deferred tax assets - The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the future taxable income against which the deferred tax assets can be utilized.
Evaluation of indicators for impairment of assets - The evaluation of applicability of indicators of impairment of assets requires assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.
Classification of leases - The Company enters into leasing arrangements for various assets. The classification of the leasing arrangement as a finance lease or operating lease is based on an assessment of several factors, including, but not limited to, transfer of ownership of leased asset at end of lease term, lessee's option to purchase and estimated certainty of exercise of such option, proportion of lease term to the asset's economic life, proportion of present value of minimum lease payments to fair value of leased asset and extent of specialized nature of the leased asset.
Determining the lease term of contracts with renewal and termination options (Company as lessee)- The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset).
Impairment of financial assets - At each balance sheet date, based on historical default rates observed over expected life, the management assesses the expected credit loss on outstanding financial assets.
Provisions - At each balance sheet date basis the management judgment, changes in facts and legal aspects, the Company assesses the requirement of provisions against the outstanding contingent liabilities. However the actual future outcome may be different from this judgement.
Revenue from contracts with customers-The Company has applied judgements that significantly affect the determination of the amount and timing of revenue from contracts with customers.
Significant estimates
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities, are described below. The Company based its assumptions and estimates on parameters available when the standalone financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Net realizable value of inventory -The determination of net realisable value of inventory involves estimates based on prevailing market conditions, current prices and expected date of commencement and completion of the project, the estimated future selling price, cost to complete projects and selling cost. The Company also involves specialist to perform valuations of inventories, wherever required.
Useful lives of depreciable/ amortisable assets - Management reviews its estimate of the useful lives of depreciable/ amortisable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of assets.
Valuation of investment property - Investment property is stated at cost. However, as per Ind AS 40 there is a requirement to disclose fair value as at the balance sheet date. The Company has not engaged independent valuation specialists to determine the fair value of its investment property as at reporting date. The fair value of the investment properties have been disclosed by the management of the Company based upon its own assessment and relying upon prevailing circle rates and market values and also on the basis of valuation report from IBBI approved registered valuer.
Impairment of Property plant equipment, Investment properties and CWIP - Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The value in use calculation is based on a DCF model. The cash flows are derived from the budgets. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used.
Defined benefit obligation (DBO) - Management's estimate of the DBO is based on a number of underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.
Fair value measurement disclosures - Management applies valuation techniques to determine the fair value of financial instruments (where active market quotes are not available). This involves developing estimates and assumptions consistent with how market participants would price the instrument.
Valuation of investment in subsidiaries, joint ventures and associates - Investments in subsidiaries, joint ventures and associates are carried at cost. At each balance sheet date, the management assesses the indicators of impairment of such investments. This requires assessment of several external and internal factor including capitalisation rate, key assumption used in discounted cash flow models (such as revenue growth, unit price and discount rates) or sales comparison method which may affect the carrying value of investments in subsidiaries, joint ventures and associates.
Note no. 4.3 - Investments pledged as security for loan taken by Company:
1 50,000 No. of Equity shares held by the Company in TARC Infrastructure Limited having book value of C5.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
2 50,000 No. of Equity shares held by the Company in BBB Realty Limited having book value of C5.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
3 50,000 No. of Equity shares held by the Company in Bolt Properties Limited having book value of C5.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
4 50,000 No. of Equity shares held by the Company in Echo Buildtech Limited having book value of C5.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
5 50,000 No. of Equity shares held by the Company in Elevator Promoters Limited having book value of C5.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
6 50,000 No. of Equity shares held by the Company in Elevator Properties Limited having book value of C5.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
7 50,000 No. of Equity shares held by the Company in Fabulous Builders Limited having book value of C5.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
8 50,000 No. of Equity shares held by the Company in Gadget Builders Limited having book value of C5.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
9 50,000 No. of Equity shares held by the Company in Grand Buildtech Limited having book value of C5.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
10 50,000 No. of Equity shares held by the Company in Green View Buildwell Limited having book value of C5.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
11 6,250 No. of Equity shares held by the Company in High Land Meadows Limited having book value of C5005.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
12 50,000 No. of Equity shares held by the Company in Jubilant Software Services Limited having book value of C5.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
13 50,000 No. of Equity shares held by the Company in Kalinga Realtors Limited having book value of C5.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
14 50,000 No. of Equity shares held by the Company in Park Land Construction and Equipments Limited having book value of C5.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
15 64,16,029 No. of Equity shares held by the Company in TARC Green Retreat Limited having book value of C9979.51 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
16 5,36,566 No. of Equity shares held by the Company in TARC Projects Limited having book value of C24,296.94 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
17 50,000 No. of Equity shares held by the Company in Townsend Construction and Equipments Limited having book value of C5.00 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
18 7,40,000 No. of Equity shares held by the Company in Travel Mate India Limited having book value of C39.96 lakhs has been pledged with the debentureholder by creating a charge in favour of Catalyst Trusteeship Limited.
Note no. 4.4 - All investments in equity shares of subsidiaries, associates and partnership firm are stated at cost as per Ind AS
27 "Separate Financial Statements"
15.2 The aforesaid debentures are further secured by :
a) First ranking pledge over 100 % of the equity share capital of each obligator (other than company and personal guarantor)
on a fully dilutive basis in Favor of the debenture trustee.
The details of investments held by the company in it's subsidiaries and also investment held by subsidiaries in Step Down
Subsidiaries of the Company pledged as security for such debentures are as follows:
Investments held by the Company in it's Subsidiaries:
i 50,000 No. of Equity shares held by the Company in TARC Infrastructure Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
ii 50,000 No. of Equity shares held by the Company in BBB Realty Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
iii 50,000 No. of Equity shares held by the Company in Bolt Properties Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
iv 50,000 No. of Equity shares held by the Company in Echo Buildtech Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
v 50,000 No. of Equity shares held by the Company in Elevator Promoters Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
vi 50,000 No. of Equity shares held by the Company in Elevator Properties Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
vii 50,000 No. of Equity shares held by the Company in Fabulous Builders Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
viii 50,000 No. of Equity shares held by the Company in Gadget Builders Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
ix 50,000 No. of Equity shares held by the Company in Grand Buildtech Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
x 50,000 No. of Equity shares held by the Company in Green View Buildwell Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xi 6,250 No. of Equity shares held by the Company in High Land Meadows Limited having book value of C5005.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xii 50,000 No. of Equity shares held by the Company in Jubilant Software Services Limited having book value of C5.00 lakhs
has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xiii 50,000 No. of Equity shares held by the Company in Kalinga Realtors Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xiv 50,000 No. of Equity shares held by the Company in Park Land Construction and Equipments Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xv 64,16,029 No. of Equity shares held by the Company in TARC Green Retreat Limited having book value of C9979.51 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xvi 5,36,566 No. of Equity shares held by the Company in TARC Projects Limited having book value of C24,296.94 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xvii 50,000 No. of Equity shares held by the Company in Townsend Construction and Equipments Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xviii 7,40,000 No. of Equity shares held by the Company in Travel Mate India Limited having book value of C39.96 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
Investments held by the Subsidiaries in Step Down Subsidiaries of The Company.
xix 977 No. of Equity shares held by TARC Projects Limited in Moon Shine Entertainment Limited having book value of C6315.75 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xx 50,000 No. of Equity shares held by High Land Meadows Limited in Capital Buildcon Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xxi 50,000 No. of Equity shares held by High Land Meadows Limited in Krishna Buildtech Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xxii 50,000 No. of Equity shares held by High Land Meadows Limited in Rising Realty Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xxiii 50,000 No. of Equity shares held by High Land Meadows Limited in Ankur Buildcon Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xxiv 50,000 No. of Equity shares held by Green View Buildwell Limited in Capital Buildtech Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xxv 50,000 No. of Equity shares held by Green View Buildwell Limited in Carnation Buildtech Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xxvi 50,000 No. of Equity shares held by Green View Buildwell Limited in Gagan Buildtech Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xxvii 50,000 No. of Equity shares held by Green View Buildwell Limited in Greatways Buildtech Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xxviii 50,000 No. of Equity shares held by Green View Buildwell Limited in Monarch Buildtech Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xxix 50,000 No. of Equity shares held by Green View Buildwell Limited in Papillon Buildcon Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xxx 50,000 No. of Equity shares held by Green View Buildwell Limited in Papillon Buildtech Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xxxi 50,000 No. of Equity shares held by Green View Buildwell Limited in West Land Buildcon Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
xxxii 5,000 No. of Equity shares held by Green View Buildwell Limited in Oriental Promoters Limited having book value of C5.00 lakhs has been pledged with the debenture holder by creating a charge in favour of Catalyst Trusteeship Limited.
b) Irrevocable and unconditional demand guarantees from each guarantor in Favor of the Debenture Trustee namely:
37.2 Fair values hierarchy
The Company uses the following hierarchy for determining and/or disclosing the fair value of financial instruments by valuation techniques:
The following is the basis of categorising the financial instruments measured at fair value into Level 1 to Level 3:
i) Level 1: This level includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities
ii) Level 2: This level includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
iii) Level 3: This level includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs).
Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
Trade receivables, cash & cash equivalents, other bank balances, loans, other current financial assets, trade payables and other current financial liabilities: Approximate their carrying amounts largely due to short-term maturities of these instruments.
Management uses its best judgment in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of all the amounts that the Company could have realized or paid in sale transactions as of respective dates. As such, the fair value of the financial instruments subsequent to the respective reporting dates may be different from the amounts reported at each year end.
The Company's principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance and support Company's operations. The Company's principal financial assets include loans, trade and other receivables and 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 senior management oversees the management of these risks. The Company's senior management provides assurance 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. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:
A. Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including security deposits, loans to employees, loan to subsidiary companies and other financial instruments. To manage this, the Company periodically assesses financial reliability of customers and other counter parties, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of financial assets.
i. Concentration of Loans
The Company's exposure to credit risk for loan is presented as below. Loans represents loans to related parties for business purposes.
B. Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.
Management monitors rolling forecasts of the liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.
C. 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 risk. Financial instruments affected by market risk include loans and borrowings.
a. Currency Risk
Currency risk is not material, as the Company's primary business activities are within India and does not have significant exposure in foreign currency.
b. Interest Rate Risk i. Liabilities
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's fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings keeping in view of current market scenario.
For the purpose of the Company's capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents.
48 Balances of financial assets and liabilities (current and non-current), Capital advance, Compensation receivables, EDC receivables, advances to contractors etc which were majorly acquired under scheme of arrangement involving demerger are subject to confirmation and reconciliation with the respective parties and have been carried in the financial statement as per books of accounts. The management of the Company has initiated reconciliation process and necessary adjustments in carrying value is being made as and when reconciliation is completed The management of the Company is hopeful that the accounts will be reconciled in due course of time and suitable adjustments shall be made as and when such reconciliation is completed.
49 Utilization of proceeds from Issue of debentures
During the year ended March 31, 2024, the Company has issued 1910 number of 6 % senior secured,unrated, unlisted, redeemable non convertible debenture having face value and issue price per security of C10,00,000 per debenture on private placement basis, aggregating to C19,100.00 lakhs.
50 Additional regulatory information required by Schedule III of Companies Act, 2013
i) Details of Benami property: There are no benami property being held by the company. No proceedings have been initiated or are pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
ii) Utilisation of borrowed funds and share premium:
The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
iii) Compliance with number of layers of companies: The Company has complied with the number of layers prescribed under section 2(87) of the Companies Act, 2013 read with companies (Restriction on number of layers) Rules, 2017.
iv) Compliance with approved scheme(s) of arrangements: The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
v) Undisclosed income: There is no income 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.
vi) 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.
vii) Valuation of PP&E, intangible asset and investment property: The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
viii) The company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any tenure or period of repayment other than to subsidiaries as per detail given in Note 5 to Standalone Financial Statements.
ix) There are no charges or satisfaction of charges which are yet to be registered or satisfied with Registrar of Companies.
x) The Company has not been declared wilful defaulter by any bank or financial institution or any other lender.
xi) The company has not taken any working capital limits from banks or financial institutions on the basis of security of current assets.
xii) Audit Trail: The Company has used an accounting software for maintaining its books of account for the financial year ended March 31,2024 which has a feature of recording audit trail (edit log) facility and the same has been operating for all the relevant transactions recorded in the software. Although, the accounting software has inherent limitations, there were no instances of the audit trail feature been tempered.
51 Struck off Companies: The Company does not have any relationship with Companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956
52 The figures have been rounded off to the nearest lakhs or decimal thereof. The figure 0.00 wherever appearing in the financial statement represents figures less than C500.
53 The Previous year figures have been regrouped/ reclassified, wherever necessary, to make them comparable with current year figures.
The accompanying notes form an integral part of Standalone financial statements.
As per our report of even date.
For Doogar & Associates For and on behalf of Board of Directors of TARC Limited
Chartered Accountants
Firm Registration No. 000561N
Anil Sarin Amar Sarin
Chairman Managing Director & CEO
M. S. Agarwal DIN: 00016152 DIN: 00015937
Partner
Membership no. 086580 Nitin Kumar Goel Amit Narayan
Chief Financial Officer Company Secretary
Place : Gurugram ACS: 20094
Date: May 27, 2024
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