k. Foreign Exchange Translation and Accounting of Foreign Exchange Transaction Initial Recognition
Foreign currency transactions are initially recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. However, for practical reasons, the Company uses a monthly average rate if the average rate approximate the actual rate at the date of the transactions.
Conversion
Monetary assets and liabilities denominated in foreign currencies are reported using the closing rate at the reporting date. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.
Treatment of Exchange Difference
Exchange differences arising on settlement/ restatement of short-term foreign currency monetary assets and liabilities of the Company are recognised as income or expense in the Statement of Profit and Loss except those arising from investment in Non Integral operations.
l. Earnings per share
The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares.
m. Cash and cash equivalents
Cash and cash eguivalent comprise of cash on hand and at banks including chegues on hand, which are subject to an insignificant risk of changes in value.
n. Other Income
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the interest rate applicable.
Dividend income is recognised in the statement of profit and loss on the date the entity's right to receive the payments is established.
o. Rounding of amounts
All amounts disclosed in the financials statements and notes have been rounded off to the nearest lakhs as per the reguirement of Schedule III.
suo-note:
1 Securities premium is received pursuant to the further issue of equity shares at a premium net of the share issue expenses. This is a non-distributable reserve except for the following instances where the share premium account may be applied;
i) towards the issue of unissued shares of the Company to the members of the Company as fully paid bonus shares;
ii) for the purchase of its own shares or other securities;
iii) in writing off the preliminary expenses of the Company;
iv) i n writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the Company; and
v) in providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the Company."
2 Retained earnings represents the accumulated profits of the Company.
3 Amalgamation Reserve represents the capital reserve pursuant to the Composite Scheme of Arrangement and Amalgamation dated February 10, 2012.
4 Other Comprehensive Income (OCI) refers to revenues, expenses, gains, and losses that have yet to be realized and are excluded from net income on an income statement. OCI includes remeasurement gain/(loss) on defined benefit plans and investments, net of taxes that will not be reclassified to Profit and loss account.
Nature of security:
*Hire Purchase Loan includes:
- ' 29.88 lakhs (March 31,2024: ' 39.26 lakhs) in respect of one vehicle which is secured by hypothecation of vehicle financed with HDFC Bank Ltd. The loan carries interest @ 7.65% p.a. The loan is repayable in 60 equal instalments starting from January 5, 2023.
The Company's exposure to interest rate and liquidity risks are disclosed in Note 40(B) to the financial statements.
Note 30 : Earnings per equity share
"A reconciliation of profit for the year and equity shares used in the computation of basic and diluted earnings per equity share is set out below:
Basic: Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year, excluding equity shares purchased by the Company and held as treasury shares.
Diluted: Diluted earnings per share is calculated by adjusting the weighted average number of equity shares outstanding during the year for assumed conversion of all dilutive potential equity shares.
Note 34 : Disclosure relating to employee benefits as per Ind AS 19 ‘Employee Benefits’
A Defined benefit obligations and short-term compensated absences
i) Defined benefit plan
The gratuity plan is governed by the Payment of Gratuity Act, 1972 under which an employee who has completed five years of service is entitled to specific benefits. The level of benefits provided depends on the member's length of service and salary at retirement age.
The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
ii) Short-term compensated absences
Employees are entitled to compensated absences according to company policy, and the liability for these absences is determined through actuarial valuation.
c) Terms and conditions of outstanding balances with related parties
Transactions with related parties are made under ordinary course of the business and settled as per agreed terms,
a. Receivables from Related parties
The trade receivables from related parties arise mainly from services rendered, which are unsecured and are received as per agreed terms,
b. Loans from Related parties
The loans from related parties are unsecured bearing effective interest rate upto 8,00% p,a, Loans are utilised for general business purpose and repayable on demand,
c. Loans to related party
The loans to related parties are unsecured bearing effective interest rate ranging from 7,5% to 8,5% p,a, Loans are utilised for general business purpose and repayable either on demand or within 5 years,
d. Corporate Guarantee
The company has provided guarantee to the banks and financial institution in respect of loan taken by the subsidiaries,
e. Commitments / Support
The Company has provided business and financial support to subsidiaries to meet its operating requirements,
f. Remuneration payable
The remuneration disclosed above does not include provisions for gratuity and leave encashment, as these are determined on an actuarial basis for the Company as a whole and are not allocated to individual employees,
Note 36 : Segment Reporting as required under Indian Accounting Standard 108, “Operating Segments” :
Basis of segmentation
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Company, The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director of the Company, The Company operates only in one Business Segment i,e, "Designing, developing, owning and operating of Shopping Malls, Commercial and Residential Premises through its various SPVs. The Company is also providing related management consultancy services to its SPVs" Accordingly, these financial statements are reflective of the information required by the Ind AS 108 "Operating segments"
B) Financial risk management
The Company has exposure to the following risks arising from financial Instruments:
a. Credit risk ;
b. Liquidity risk;
c. Market risk; and
d. Other risk
Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company manages market risk through a treasury department, which evaluates and exercises independent control over the entire process of market risk management. The treasury department recommends risk management objectives and policies, which are approved by Board of Directors. The activities of this department include management of cash resources, borrowing strategies, and ensuring compliance with market risk limits and policies.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment.
The audit committee oversees how management monitors compliance with the Company's risk management policies and procedures, and reviews the adeguacy of the risk management framework in relation to the risks faced by the Company.
a. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investment securities. The carrying amounts of financial assets represent the maximum credit exposure.
Trade receivables
The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. To manage credit risk, the Company periodically assesses the financial reliability of the customer, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivables. Outstanding customer receivables are regularly monitored to make an assessment of recoverability. Receivables are provided as doubtful / written off, when there is no reasonable expectation of recovery. Where receivables have been provided / written off, the Company continues regular follow up, engage with the customers, legal options / any other remedies available with the objective of recovering these outstandings. The Company is having limited group company customers and is not much exposed to the credit risk. The Company also takes security deposits, advances , post dated chegues etc from its customers, which mitigate the credit risk to an extent.
Investments in companies
The Company has made investments in subsidiaries, step down subsidiaries and Joint Venture. The Company does not perceive any credit risk pertaining to investments made in such related entities.
Cash and cash equivalents
The Company held cash and cash equivalents with credit worthy banks of ' 99.21 lakhs and ' 72.84 lakhs as at March 31,2025 and March 31,2024 respectively. The creditworthiness of such banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.
Exposure to credit risk
The allowance for impairment in respect of trade receivables during the year was ' Nil (March 31,2024: ' Nil)
The gross carrying amount of financial assets, net of impairment losses recognised represents the maximum credit exposure. The maximum exposure to credit risk as at March 31,2025 and March 31,2024 is as follows:
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, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Exposure to liquidity risk
The table below summarises the maturity profile of the Company's financial liabilities at the balance sheet date based on contractual undiscounted repayment obligations.
Fair value sensitivity analysis for fixed-rate instruments
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 flow will fluctuate because of a change in market interest rates.
Foreign currency risk
The Company has negligible exposure to currency risk since almost all the transactions of the Company are denominated in Indian Rupees.
Commodity and other price risk
The Company is not exposed to the commodity and other price risk.
Note 41 : Capital Management
The Company manages the capital structure by a balanced mix of debt and equity. Necessary adjustments are made in the capital structure considering the factors vis-a-vis the changes in the general economic conditions, available options of financing and the impact of the same on the liquidity position. Higher leverage is used for funding more liquid working capital needs and conservative leverage is used for long-term capital investments. No changes were made in the objectives, policies or processes during the financial year ended March 31,2025. The Company calculates the level of debt capital required to finance the working capital requirements using traditional and modified financial metrics including leverage/gearing ratios and asset turnover ratios.
(d) Performance obligation
The Company is engaged in the business of management consultancy services in relation to developing, owning and operating of shopping malls, commercial and residential premises to its group companies in India. Revenue is recognised at a point in time upon satisfaction of the performance obligations which is typically upon rendering of services based on the contractual terms with the group companies.
The Company has a credit evaluation policy based on which the credit limits for the trade receivables are established and the Company does not give significant credit period resulting in no significant financing component.
(e) Transaction price allocated to remaining performance obligation
The Company has recognised revenue as the amount that the entity has a right to invoice, thus there are no unsatisfied performance obligation.
Note 44 : The Code on Social Security 2020 :
"The Code on Social Security 2020 ('the Code') relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for Quantifying the financial impact are also not yet issued. The Company will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published. Based on a preliminary assessment, the entity believes the impact of the change will not be significant.
Note 46 : Other Statutory Information
(I) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property,
(II) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
(III) The Company does not have any charges or satisfaction which Is yet to be registered with ROC beyond the statutory period,
(Iv) The Company has not traded or Invested In Crypto currency or Virtual Currency during the financial year,
(v) The Company has no such transaction which Is not recorded In the books of accounts that has been surrendered or disclosed as Income during the year In the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(vI) The Company has not been declared wilful defaulter by any bank or financial Institution or government or any government authority,
(vII) The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956,
(vIII) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year,
(Ix) The Company does not have borrowings from banks or financial institutions on the basis of security of current assets,
(x) The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such borrowings were taken,
Note 47 :
The Company's application dated June 10, 2020 made to the Central Government, seeking re-appointment of its Deputy Managing Director in terms of Section 196, read with provisions of Schedule V of the Companies Act, 2013 ('the Act'), has been rejected vide order dated September 10, 2024 received from the Ministry of Corporate Affairs ('MCA'), Government of India, In compliance with the order, the said Director ceased to hold the position as Deputy Managing Director with effect from the date of such order from the MCA and his designation was changed to Non Executive Director of the Company, The Company sent a response to the MCA raising an objection on the grounds of rejection of the above application and will be resorting to all legal and statutory recourse available in the matter,
As on the date of approval of these audited standalone financial statements, the Board of Directors of the Company are in the process of evaluating the available recourse under the Act and will determine the plan of action for the amount of remuneration and salary advances paid to the said Director from the date of his re-appointment i,e, February 27, 2020 till the date of the aforesaid order, aggregating to an amount of ' 682 lakhs,
Note 48 : Utilisation of Borrowed funds and share premium
During the year company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) in any persons or entities, including foreign entities ("Funding Parties") with instruction in writing or otherwise for further lending, investing or providing guarantee directly or indirectly to any persons or entities or on behalf of its Ultimate Beneficiaries,
During the year company has not received any funds from any persons or entities, including foreign entities ("Funding Parties") with instruction in writing or otherwise for further lending, investing or providing guarantee directly or indirectly to any persons or entities or on behalf of its Ultimate Beneficiaries,
Note 49 : Title deeds of Immovable Properties not held in name of the Company
The title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in Note 4 to the financial statements, are held in the name of the company,
Note 50 : Subsequent events
There are no subseguent events that have occurred after the reporting period till the date of this financial statements which reguire any adjustment to the financial statements,
As per our report of even date attached
For M S K A & Associates For and on behalf of the Board of Directors of
Chartered Accountants Prozone Realty Limited
Firm's Registration No: 105047W CIN: L45200MH2007PLC174147
Bhavik L. Shah Nikhil Chaturvedi Bipin Gurnani
Partner Managing Director CEO & Wholetime Director
Membership No: 122071 DIN : 00004983 DIN : 07966971
Anurag Garg Ajayendra P. Jain
Chief Financial Officer Company Secretary & CCO
Place : Mumbai Place : Mumbai
Date : May 28, 2025 Date : May 28, 2025
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