h) Provisions and contingencies:
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Unwinding of the discount is recognized in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best estimate. Provisions are not recognized for future operating losses.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Information on contingent liability is disclosed in the notes to the financial statements. Contingent assets are not recognized.
However, when the realization is virtually certain, then the related asset is no longer a contingent asset, but it is recognized as an asset.
) Income Taxes:
Income tax expense consists of current and deferred tax. Current Income Tax:
Current Income Tax liabilities are measured at the amount expected to be paid to the taxation authorities using the tax rates and tax laws that are enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and creates provisions where appropriate.
Deferred Tax:
Deferred Tax is provided, using the liability method, on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred Income Tax is determined using the tax rates and tax laws that are enacted or subsequently enacted at the end of the reporting period.
Deferred Tax liabilities are recognised for all temporary differences. Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and the deferred tax balances relate to the same taxation authority. Current tax asset and liabilities are offset where the company has a legally enforceable right and intends either to settle on net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in the statement of profit & loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
) Impairment of Non-Financial Assets:
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or Cash Generating Unit's (CGU) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or a groups of assets. Where
the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
In assessing the value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if no such transactions can be identified, an appropriate valuation model is used.
When an impairment loss subsequently reverses, the carrying amount of the asset or a CGU is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or CGU in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.
B) Other Accounting Policies:
a) Functional and presentation of currency:
The financial statements are presented in Indian Rupees, which is the Company's functional currency, and all amounts are rounded to the nearest rupees in Lakhs, unless otherwise stated.
b) Measurement of fair values:
A number of the Company's accounting policies and disclosures require measurement of fair values, for both financial and non-financial assets and liabilities.
Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
- Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
- Level 2: inputs other than quotes prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirely in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
- Refer Note 39 - financial instruments
c) Property, Plant and Equipment:
De-recognition
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Gain and loss on disposal or retirement of an item of property, plant and equipment is determined by comparing the sales proceeds with the carrying amount. These are recognised in profit or loss.
d) Intangible assets:
Identifiable intangible assets are recognised when the Company controls the asset and, it is probable that future economic benefits attributed to the asset will flow to the Company and the cost of the asset can be reliably measured.
Intangible assets with finite useful lives that are acquired separately are measured on initial recognition at cost. Following initial recognition, such intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses.
Amortisation methods and periods
Estimated useful life of Intangible assets are considered as 5 years. Intangible assets are amortised over its useful life using the straight-line method. The amortisation period and the amortisation method for an intangible asset are reviewed at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite life is recognised in the statement of profit and loss.
Software is amortised over useful life of 5 years. Derecognition:
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the
asset, are recognised in profit or loss when the asset is derecognised.
e) Investment property:
An investment property is derecognized upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on Derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in Statement of Profit and Loss in the period in which the property is derecognized.
Subsequent expenditure
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company. All other repair and maintenance costs are recognised in statement of profit and loss as incurred. Any gain or loss on disposal of investment property calculated as the difference between the net proceeds from disposal and the carrying amount of the item is recognised in Statement of Profit and Loss. Though the Company measures investment property using cost-based measurement, the fair value of investment property is disclosed in the note no 6.06 of the standalone financial statements.
Depreciation
Depreciation on Investment Property has been provided as per Written down Value method as per the useful life indicated in Part ‘C' of Schedule II of the Act which is 60 years.
f) Cash and cash equivalents:
Cash and cash equivalents includes cash on hand and at banks, deposits held at call with banks and other short¬ term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
g) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
The board of directors (“chief operating decision maker” as defined under Ind AS 108) assesses the financial performance and position of the Company and makes strategic decisions.
h) Foreign currency transactions:
The transactions denominated in currencies other than the Company's functional currency (foreign currencies) are translated at the exchange rate prevailing on the
date of transaction. Monetary items denominated in foreign currencies at the reporting date are translated into functional currency using the exchange rate prevailing at that date. Non-monetary items that are to be carried at historical cost are recorded using exchange rate prevailing on the date of transaction. Non- monetary items that are carried at fair value, that are denominated in foreign currencies, are retranslated at the rates prevailing at the date when the fair value was determined. Any income or expenses on account of exchange difference either on settlement or on translation is recognised as profit or loss.
i) Financial Instrument:
Financial Assets
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instruments of another entity. Classifications of financial instruments are in accordance with the substance of the contractual arrangement and as per the definitions of financial assets, financial liability and an equity instruments. Financial Assets.
i) Initial recognition and measurement:
At initial recognition, the Company measures a financial asset (other than financial asset at fair value through profit or loss) at its fair value plus or minus, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit and loss are expensed in the statement of profit & loss.
Subsequent measurement:
For the purpose of subsequent measurement, financial assets are classified in four categories:
• Debt instrument at amortised cost:
Assets that are held within a business model for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in other income using the effective interest rate method.
• Debt instrument at fair value through other comprehensive income (FVTOCI):
Assets that are held within a business model for collection of contractual cash flows and for selling the financial assets, where the asset's cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVTOCI).
Interest income is recognised in profit or loss for FVTOCI debt instruments. For the purposes of recognising foreign exchange gains and losses, FVTOCI debt instruments are treated as financial assets measured at amortised cost. Thus, the exchange differences on the amortised cost are recognised in profit or loss and other changes in the fair value of FVTOCI financial assets are recognised in other comprehensive income and accumulated under the heading of 'Reserve for debt instruments through other comprehensive income'. When the investment is disposed of, the cumulative gain or loss previously accumulated in this reserve is reclassified to profit or loss.
• Debt instrument at fair value through profit and loss (FVTPL):
Financial assets that do not meet the criteria for amortised cost or FVTOCI are measured at FVTPL. In addition, debt instruments that meet the amortised cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured at FVTPL. Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the ‘Other income' line item.
• Equity instruments:
On initial recognition, the Company can make an irrevocable election (on an instrument-by-instrument basis) to present the subsequent changes in fair value in other comprehensive income pertaining to investments in equity instruments. This election is not permitted if the equity investment is held for trading. These elected investments are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the ‘Reserve for equity instruments through other comprehensive income'. The cumulative gain or loss is not reclassified to profit or loss on disposal of the investments.
Investments in equity instruments, other than Investments in the nature of equity in subsidiaries, are classified as at FVTPL, unless the Company irrevocably elects on initial recognition to present subsequent changes in fair value in other comprehensive income as stated above.
ii) De-recognition:
A financial asset is primarily derecognised i.e., removed from Company's financial statement when:
• The rights to receive cash flows from asset have expired or
• The Company has transferred its right 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 ‘pass- through' arrangement and either;
a) The Company has transferred substantially all the risks and rewards of the assets,
b) The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company's continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
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.
On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.
iii) Foreign exchange gains and losses:
The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period.
For foreign currency denominated financial assets measured at amortised cost and FVTPL, the exchange differences are recognised in profit or loss except for those which are designated as hedging instruments in a hedging relationship.
For the purposes of recognising foreign exchange gains and losses, FVTOCI debt instruments are treated as financial assets measured at amortised cost. Thus, the exchange differences on the amortised cost are recognised in profit or loss and other changes in the fair value of FVTOCI financial assets are recognised in other comprehensive income.
Financial Liabilities and equity instruments:
• De - recognition:
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 profit or loss.
• 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.
j) Classification of assets and liabilities as current and non - current:
The Company presents assets and liabilities in Balance Sheet based on current/non-current classification.
An asset is classified as current when it is:
a) Expected to be realised or intended to be sold or consumed in normal operating cycle,
b) Held primarily for the purpose of trading,
c) Expected to be realised within twelve months after the reporting period, or
d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
a) It is expected to be settled in normal operating cycle,
b) It is held primarily for the purpose of trading,
c) It is due to be settled within twelve months after the reporting period, or
d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. Based on the nature of activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as twelve months for the purpose of classifications of its assets and liabilities as current and non-current.
Deferred tax assets and liabilities are classified as non¬ current assets and liabilities.
k) Other Income:
Interest income
Interest income from financial assets is recognised when it is probable that the economic benefits will flow to the Company. Such interest income is recognised using effective interest rate method. The effective interest rate is the rate that discounts estimated future cash receipts through the expected life of financial assets to the carrying amount of financial assets.
Interest on income tax refund is recognised on receipt of refund order.
Dividends
Dividends are recognised when the shareholder's right to receive payment is established.
(l) Contract asset
A contract asset (Trade Receivable) is the right to consideration in exchange for goods or services transferred to the customer. If the Company performs part of its obligation by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration when that right is conditional on the Company's future performance.
Contract liability
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognized when the payment is received. Contract liabilities are recognized as revenue when the Company performs under the contract.
m) Employees benefits:
i) Short-term Employee Benefits:
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid, if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the amount of obligation can be estimated reliably.
All employees benefits payable wholly within 12 months of rendering services are classified as Short Term obligations. Benefits such as salaries, wages, short term compensated absences, performance incentives, expected cost of bonus and ex-gratia are recognised during the period in which the employees renders related services at the undiscounted amount of the benefits expected to be paid in exchange for that service.
ii) Share-based payment transactions
Share-based compensation benefits are provided to employees via Employee Stock Option Plan to the subsidiary companies of The Phoenix Mills Limited, the Parent.
The grant date fair value of options granted under the Employee Option Plan is recognised as an employee benefits expense with a corresponding increase in equity, on a straight-line basis, over the vesting period, based on the Company's estimate of equity instruments that will eventually vest. At the end of each period, the company revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in the Statement of profit and loss, with a corresponding adjustment to other equity.
iii) Other long-term benefits
The Company has other long-term benefits in the form of compensated absences. The present value of the other long-term employee benefits is determined based on actuarial valuation using the projected unit credit method. The rate used to discount defined benefit obligation is determined by reference to market yields at the Balance Sheet date on Indian Government Bonds for the estimated term of obligations.
Actuarial gains or losses arising on account of experience adjustment and the effect of changes in actuarial assumptions are recognised as profit or loss.
Gains or losses on the curtailment or settlement of other long-term benefits are recognised when the curtailment or settlement occurs.
n) Borrowing Costs:
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for such capitalisation.
Other borrowing costs are expensed in the period in which they are incurred.
Borrowing costs consist of interest and other costs that are incurred in connection with the borrowing of funds.
o) Earnings per share:
Basic earnings per share is calculated by dividing the net profit or loss (after tax) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.
Diluted earnings per share is calculated by dividing the net profit or loss (after tax) for the year attributable to equity shareholders and the weighted average number of equity shares outstanding during the year, both adjusted for the effects dilutive potential equity shares.
4 Critical accounting estimates, assumptions and judgements:
The preparation of the financial statements requires management to make estimates, judgements and assumptions that affect the reported balances of assets and liabilities, disclosure of contingent liabilities as on the date of financial statements and reported amounts of income and expenses during the period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The Company based its assumptions and estimates on parameters available when the 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.
In the process of applying the Company's accounting policies, management has made the following estimates
and judgements, which have significant effect on the amounts recognized in the financial statement:
(a) Depreciation and useful lives of Property, Plant and Equipment including Investment Property
Property, plant and equipment including Investment Properties are depreciated over the estimated useful lives of the assets, after taking into account their estimated residual value. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation to be recorded during any reporting period. The useful lives and residual values are based on the Company's historical experience with similar assets and take into account anticipated technological changes. The depreciation for future periods is adjusted if there are significant changes from previous estimates.
(b) Investment Property
Fair value of Investment Properties is based on valuations performed by an accredited registered valuer. The fair value of the Company's Investment properties has been arrived at using discounted cash flow method. Under discounted cash flow method, cash flow projections based on reliable estimates of cash flow are discounted. The main inputs used are rental growth rate, terminal yields and discount rates which are based on comparable transactions and industry data.
(c) Recoverability of trade receivables
Judgments are required in assessing the recoverability of overdue trade receivables and determining whether a provision against those receivables is required. The Company uses a provision matrix to determine impairment loss allowance on its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed.
(d) Defined Benefit plan
The cost of the defined benefit plan and other post¬ employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities involved in the valuation and its long¬ term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
(e) Provisions:
Provisions are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of provisions require the application of judgement to existing facts and circumstances, which can be subject to change. Since the cash outflows can take place many years in the future, the carrying amounts of provisions are reviewed regularly and adjusted to take account of changing facts and circumstances.
(f) Impairment of financial assets:
The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company's past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
Estimates and judgements are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances. They are continually evaluated.
(g) Fair Value measurement:
When the fair values of financials assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques, which involve various judgements and assumptions.
(h) Tax expense and related contingencies:
The Company's tax jurisdiction is India. Significant judgements are involved in determining the provision for income taxes, including amount expected to be paid/ recovered for uncertain tax positions. Significant judgement is involved in determining house property income and business income. Further, significant judgement is exercised to ascertain amount of deferred tax asset (DTA) that could be recognized based on the probability that future taxable profits will be available against which DTA can be utilized and amount of temporary difference in which DTA cannot be recognized on want of probable taxable profits.
(i) Assessment of carrying value of investments in subsidiaries and associates:
In developing the assumptions and estimates in relation to assessing the carrying value of Investments in Equity Shares and Investments in Optionally Convertible Debentures (OCD)/ Optionally Fully Convertible Debentures (OFCD) of subsidiaries and associates, the Management has considered the economic conditions prevailing as at the date of approval of these financial statements and has used internal and external sources of information to the extent determined by it.
6.01 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.
6.02 Right on Leasehold Land consist of long term lease rights for the property situated at Phoenix Palladium, Senapati Bapat Marg, Lower Parel, Mumbai.
6.03 Contractual Obligation
Refer note 46(a) for disclosure of contractual commitments for the acquisition of investment properties.
6.04 Capitalised Borrowing cost
No borrowing costs were capitalised during the current year and previous year.
6.05 Investment Property Pledge as security
Freehold Land 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 licensees on pari pasu basis against the borrowings.
Refer note no 20 and 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 subsidiary, Pallazzio Hotels & Leisure Limited (PHLL) from the banks. The Company has developed a mixed use retail structure on the said land. Loan amount outstanding for the year end is INR 24,243.39 lakhs (31 March 2024: INR 29,420.87 lakhs).
6.06 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 2025 and 31 March 2024, the fair values of the properties are INR 6,21,200 lakhs and INR 5,61,120 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 2024 : 5%) and discount rate of 12% (31 March 2024 : 12.15%).
Note : The above amount does not include the unamortised processing fees of INR 404.74 Lakhs paid at the time of borrowing. Above borrowing are secured by:
1) First Pari Passu Mortgage\charge on Undivided share of land to the extent of approximately 8,279.24 sq. metres in Plot A out of total area of Plot A admeasuring approximately 21,020.24 sq. metres which comprises of existing and proposed structures with BUA approximately 37,535.52 sq. metres on Plot A and existing structure with BUA approximately 14,737.42 sq. metres on Plot B alongwith 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 13,629.2 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 situated at Phoenix Palladium comprising various zones like Palladium, Sky Zone, Courtyard etc (along with undivided share of the FSI on land) at Senapati Bapat Marg, Lower parel.
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.
Interest is calculated on T-Bill / REPO spread / applicable margin. Average rate of Interest varies in the range of of 8.29% p.a. to 8.60% p.a. ( PY 8.58% p.a. to 8.63% p.a ) during the FY 2024-25. Interest is calculated on reference rate as published by RBI applicable margin.
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 bonds. 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 bonds when there is a deep market for such bonds, if the return on plan asset is below this rate, it will create a plan deficit.
Interest risk:
A decrease in the bond 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.
36 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 were reserved for allotment of equity shares under Employee Stock Option Scheme 2007 (‘ESOP 2007'). The ESOP 2007 was approved by the Shareholder on January 31,2008 and was valid for 10 (Ten) years and thereafter no Grants were allowed be made under the ESOP 2007. All the options granted in ESOP 2007 were vested as per the vesting plan and the last date for exercising the options granted on October 24, 2016 was October 23, 2024 the ESOP 2007 has expired and is no longer in effect.
During the year 6,550 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. Post Bonus Issue, as on September 23, 2024, 59,11,612 Equity Shares are reserved for allotment of equity shares under Employee Stock Option Scheme 2018.
During the year 74,653 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 INR 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.
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 prefernces shares are based on published 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.
40 Fair value hierarchy
The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
• Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 - 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).
• Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:
‘Amount transferred to separate Unspent CSR A/c as per requirement of companies act 2013.
Contributed INR 270.49 Lakhs (31 March 2024 : INR 80.10 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 42
45 Capital management
The primary objective of the Company's capital management is to maximize the Shareholder's 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 31,2025 and March 31,2024.
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.
46 Capital Commitment and Contingent liabilities A Capital Commitment :
Estimated amount of contracts remaining to be executed on capital account and not provided for in the accounts is INR 2,587.58 Lakhs (31 March 2024 : INR 5,834.33 Lakhs) net of advance paid.
B Contingent liabilities
a The Income tax assessments of the Company have been completed up to Assessment Year 2022-23. The disputed tax demand outstanding upto the said Assessment year is INR 13,137.82 Lakhs (31 March 2024 : INR 14,366.66 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, INR 4,630.57 Lakhs (31 March 2024 : INR 4,643.86 Lakhs) pertain to matters where ITAT orders are in favour of the Company and the income tax department is in appeal before honourable High court.
b The Company has received demand on traces for TDS default for Assessment Year 2014-2015 to 2019-2020 amounting to INR 69.46 Lakhs (31 March 2024 : INR 69.46 Lakhs).The Company has filed an appeal with CIT (A) against the said demand.
c 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 filed 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.
d Demand notices received on account of arrears of Provident Fund dues aggregating to INR 24.72 Lakhs (31 March 2024 : INR 24.72 Lakhs) are disputed by the Company. The Company has paid INR 10.00 Lakhs against the said PF. demands to the PF authorities.
e Outstanding guarantees given by Banks of INR 77.22 Lakhs (31 March 2024 : INR 77.22 Lakhs).
f As per the hotel operating agreement, PML had given unconditional and irrevocable guarantee on behalf of the Pallazzio Hotels
& Leisure Limited ( PHLL) to Starwood Hotels & Resorts India Private Limited. The said guarantee is outstanding in the current year for an amount of INR 4,192.55 Lakhs and was also outstanding in the previous year for an amount of INR 4,464.50 Lakhs. Further, the Company has also committed to support PHLL as and when the need arises by infusing the required funds.
g 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).
h In 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 4th July 2018, the Bombay City Civil Court has directed PML to pay a sum of INR 79.66 Lakhs along with interest thereon. PML has challenged the said order in First Appeal No.140 of 2019 and the same is pending adjudication before the Hon'ble Bombay High Court.
i The Company has decided to litigate the amount paid under protest during the course of GST Investigation in financial year 2023-24 amounting to INR 862.92 Lakhs (31 March 2024 : 1,997.69 Lakhs) and the same is pending before appellate forum, thus the same has been accounted for as Balance with Government Authorities.
j During the Financial Year 2024-25, Company has received order against Show Cause Notices from GST department for Financial Year 2017-18, 2018-19 and 2020-21 raising demand of INR 326.48 Lakhs (31 March 2024 : Nil), INR 21.45 Lakhs (31 March 2024 : Nil), INR 144.26 Lakhs (31 March 2024 : Nil) respectively inclusive of interest and penalty on account of issues related to applicability of place of supply on one of the services rendered by the company and GST input credit availed by Company on certain expenses. The company has filed appeal against the order for FY 2018-19 before JC (A) .The Company is in the process of filling appeal against the order for FY 2017-18 and 2020-21 before appropriate forum.
k. The above litigations are not expected to have any material adverse effect on the financial position of the Company.
47 Municipal Corporation of Greater Mumbai (MCGM) had raised demand of INR 3,002.18 Lakhs (31 March 2024 : INR 2,548.18 lakhs) towards property tax for the period April 2010 - March 2025, which was hiked by imposing value added taxes.
The Company had filed a writ petition bearing number 872 of 2016 dated 21st March 2016 before the Bombay High Court challenging the property tax assessment of PML and the bills raised by MCGM from financial year 2010 up till financial year 2023. The High Court vide its order dated 24th April 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 Honorable Supreme Court in its interim order dated 29 July 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 Honorable Supreme Court, duly made payments of the amounts specified under the Interim Order. The Supreme Court vide its order dated 7th November 2022 upheld the order passed by the Bombay High Court and disposed off the said SLP MCGM had challenged the Order dated 7th November 2022 before the Supreme Court via Review Petition (Civil) No. 298 of 2023. The Honorable Supreme Court vide its order dated 14th March 2023 dismissed the said review petition.
49 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 infrastrucure facilities provider as defined under section 186 of the Act read with Schedule VI of the Act. The provisions of section 186 (other than clause 1) of the Act with respect to investment, loans given, guarantees and security provided are not applicable”.
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 Phoenix Mills Limited loan facilities and hence, reporting Quarterly return/statements reconciliation with books of accounts is not applicable.
iii) Wilful defaulter
The 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 transaction with Struck off companies 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.
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.
viii) Undisclosed Income
The Company has not surrendered or disclosed any 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 Property, Plant and Equipment, Intangible Asset
The Company has not revalued its Property, Plant and Equipment (including right-of-use assets) or intangible assets during the current or previous year.
(Refer note no 5 and 8)
xi) Utilisation of borrowed funds, equity and share premium
The borrowings obtained by the company from banks have been applied for the purposes for which such loans were taken.
xii) Disclosure under Rule 11e
No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“’’Intermediaries””), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“’’Ultimate Beneficiaries””) by or on behalf of the Company or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
The Company has not received any funds from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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”
54 The Board of Directors have recommended a final dividend of INR 2.5/- (125%) per equity share of INR 2/- each subject to shareholders approval .
55 Previous year's figures have been regrouped or rearranged wherever necessary, to make the comparable with current year. As per our report of even date
For D T S & Associates LLP For and on behalf of the Board of Directors
Chartered Accountants The Phoenix Mills Limited
Firm's Registration No.: 142412W / W100595 CIN: L17100MH1905PLC000200
Umesh B Nayak Atul Ruia Kailash Gupta Bhavik Gala
Partner (Chairman) (Chief Financial Officer) (Company Secretary)
Membership No: 101183 DIN: 00087396 M. No. : F8671
Place: Mumbai Place: Mumbai Place: Mumbai Place: Mumbai
Date: 30 April 2025 Date: 30 April 2025 Date: 30 April 2025 Date: 30 April 2025
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