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INCLINE REALTY PRIVATE LIMITED

ANNUAL REPORT

2017 - 2018
DIRECTORS’ REPORT

To
The Members,
Incline Realty Private Limited

Your Directors have pleasure in presenting the Fifth Annual Report of the Company on the
business and operations of the Company, together with the Audited Financial Statements for the
year ended March 31, 2018.

Financial Results

The Company's performance during the financial year ended March 31, 2018 as compared to the
previous financial year, is summarized below:
(Rs. in Lakh)
Particulars 2017-18 2016-17
Revenue from operations 94.51 116.51
Other income 35.82 267.87
Total revenue 130.33 384.38
Expenses 432.63 349.70
Profit/ (loss) before tax (302.30) 34.68
Tax expenses (65.84) 9.94
Profit/ (loss) after tax (236.47) 24.74
Other comprehensive income/ (expenses) 10.71 (9.94)
Total Comprehensive Income / (expenses) for the year (225.75) 14.80

Nature of Business

The Company continues to be engaged in the activities pertaining to Real Estate Development. On
the real estate development front, the Company is in the process of developing residential project
and intends to develop commercial, retail and hospitality project.

There was no change in the nature of the business of the Company during the year under review.

Financial Performance

During the year under review, your company has recorded Total Revenue stood at Rs. 130.33 Lakh
as compared to Rs. 384.38 Lakh for the year ended March 31, 2017. During the year under review,
loss before tax stood at Rs. 302.30 Lakh as against a profit before tax of Rs. 34.68 Lakh during the
year ended March 31, 2017. The total comprehensive expenses stood at Rs. 225.75 Lakh during the
year under review as compared to the total comprehensive income of Rs. 14.80 Lakh in the previous
year.

Report on performance and financial position of subsidiaries, associates and joint venture companies

During the year under review, your Company did not have any subsidiary, associate and joint venture
Incline Realty Private Limited

company.

Transfer to Reserves

In view of losses, no amount can be transferred to reserves.

Dividend

In view of accumulated losses, your Directors express their inability to recommend any dividend for
the year ended March 31, 2018.

Deposits

During the year under review, your Company neither accepted any deposits nor there were any
amounts outstanding at the beginning of the year which were classified as ‘Deposits’ in terms of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules,
2014 and hence, the requirement for furnishing of details of deposits which are not in compliance
with the Chapter V of the Companies Act, 2013 is not applicable.

Disclosures under Section 134(3)(l) of the Companies Act, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could
affect the Company’s financial position, have occurred between the end of the financial year of the
Company and date of this report.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented
by the Company are adequate.

During the year under review, no material or serious observation has been received from the
Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such
controls.

Disclosure of orders passed by regulators or courts or tribunal

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have
impact on the going concern status and the Company’s operations in future.

Particulars of contracts or arrangements with related parties

All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the


Companies Act, 2013 entered by the Company during the year under review with related party(ies)
are in ordinary course of business and on arm’s length. The details of such
transactions/contracts/arrangements which are material (i.e., satisfying the criteria provided in first
provisio of section 188(1) of the Companies Act, 2013) in nature are contained in Annexure I attached
hereto in form AOC-2.

Particulars of loans, guarantees, investments under Section 186


Incline Realty Private Limited

The Company has not given/ made any loans, guarantees and investments under Section 186 of the
Companies Act, 2013.

Disclosure relating to equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year under review
and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

Disclosure relating to sweat equity shares

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme

The Company does not have any Employee Stock Option Scheme or Employee Stock Purchase
Scheme. Hence no information as per the provisions of Rule 12(9) of the Companies (Share Capital
and Debenture) Rules, 2014 has been furnished.

Disclosures in respect of voting rights not directly exercised by employees

There are no shares held by trustees for the benefit of employees and hence no disclosure under
Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors and Key Managerial Personnel

During the year under review, the appointment of Mr. Saumil Daru and Mr. Rajendra Chandorkar
were regularized from Additional Directors to Directors at the Annual General Meeting held on
September 12, 2017.

In terms of Section 152 read with Section 149(13) of the Companies Act, 2013, Mr. Vikas Oberoi is
liable to retire by rotation. The said Director has offered himself for reappointment and resolution for
his reappointment, is incorporated in the Notice of the ensuing Annual General Meeting.

Declarations by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the
Company has received individual declarations from all the Independent Directors confirming that they
fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

Board Meetings

The Board of Directors met 4 times during the financial year ended March 31, 2018 in accordance
with the provisions of the Companies Act, 2013 and rules made thereunder. All the Directors actively
participated in the meetings and provided their valuable inputs on the matters brought before Board
Incline Realty Private Limited

from time to time. Additionally, on March 22, 2018, the Independent Directors held a separate
meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013.

Director’s Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements
of the Company for the year ended March 31, 2018, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanations relating to material departures, wherever applicable;
b. such accounting policies have been selected and applied consistently and the Directors
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2018 and of the losses of the
Company for the year ended on that date;
c. proper and sufficient care was taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company and that such
internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee as on March 31, 2018 is as under:

Name of Members Category


Mr. Bherulal Choudhary (Chairperson) Independent Director
Mr. T.P. Ostwal Independent Director
Mr. Vikas Oberoi Non – independent Director

Brief about Remuneration Policy:

Your Company has formulated a policy on Nomination and Remuneration of Directors and Senior
Managerial Personnel and the major points relating to Remuneration policy are as follows:

A. Remuneration structure of Executive, Non-executive and Independent Directors:

i. Independent Directors receive remuneration by way of sitting fees for attending


meetings of Board and Board Committees (where they are members) and
commission as recommended by the Nomination and Remuneration Committee and
approved by the Board and shareholders subject to ceiling/ limits as provided under
the Companies Act, 2013 and rules made thereunder or any other enactment for the
time being in force.
ii. The total commission payable to the Independent Directors shall not exceed 1% of
the net profit of the Company.
iii. The remuneration/ compensation/ commission etc. to be paid to Managing
Director/Whole-time Director/Executive Director etc. shall be as per their employment
contract/ terms of appointment, subject to the limits and conditions under the
Incline Realty Private Limited

Companies Act, 2013 and rules made thereunder or any other enactment for the time
being in force.

B. Remuneration structure of Key Managerial Personnel and Senior Management is as detailed


hereunder:

i. The compensation of a KMP and Senior Management personnel shall be approved


by the Nomination and Remuneration Committee.
ii. The Compensation of a KMP and Senior Management personnel is done keeping in
consideration the market value, demand-supply position, criticality of role and
internal parity of the team.
iii. The remuneration structure to KMPs and Senior Management personnel may include
a variable performance linked component.

Audit Committee

The composition of the Audit Committee as on March 31, 2018 is as under:

Name of Members Category


Mr. T.P. Ostwal (Chairperson) Independent Director
Mr. Bherulal Choudhary Independent Director
Mr. Vikas Oberoi Non - independent Director

Vigil Mechanism for the Directors and Employees

In compliance with the provisions of Section 177(9) the Board of Directors of the Company has
framed the “Whistle Blower Policy” as the vigil mechanism for Directors and employees of the
Company.

The Whistle Blower Policy is disclosed on the website of the Company at


http://www.oberoirealty.com/IRPL.

Fraud Reporting

During the year under review no instances of fraud were reported by the Statutory Auditors of the
Company.

Risk Management Policy

The Board of Directors of the Company has adopted a Risk Management Policy which aims at
enhancing shareholders’ value and providing an optimum risk-reward tradeoff. The risk management
approach is based on a clear understanding of the variety of risks that the organization faces,
disciplined risk monitoring and measurement and continuous risk assessment and mitigation
measures.

Annual Evaluation of Directors, Committee and Board

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation
Framework, under which the Committee has identified criteria upon which every Director, every
Committee and the Board as a whole shall be evaluated. During the year under review the evaluation
Incline Realty Private Limited

of every Director, every Committee and the Board had been carried out.

Particulars of Employees and Remuneration

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
set out in Annexure II attached herewith and which forms part of this report.

Payment of remuneration / commission to executive directors from holding or subsidiary companies:

The Company does not have any Managing Director or Whole Time Director and accordingly no
disclosures in terms of Section 197(14) has been furnished.

AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

Observations of statutory auditors on financial statements for the year ended March 31, 2018:

The auditor’s report does not contain any qualification, reservation or adverse remark or disclaimer or
modified opinion.

Secretarial Audit report for the year ended March 31, 2018:

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the
Secretarial Audit carried out by M/s. Rathi and Associates, Company Secretaries in Form MR-3 for the
FY2017-18 forms part to this report. The said report does not contain any adverse observation or
modified opinion requiring explanation or comments from the Board under Section 134(3) of the
Companies Act, 2013.

Statutory Auditors appointment:

Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, as amended, S R B C & Co LLP, Chartered Accountants, the Statutory
Auditors of the Company, shall hold office upto the conclusion of Ninth (9th) Annual General Meeting.

The Company has received a certificate from the said Auditors that they are eligible to hold office as
the Auditors of the Company and are not disqualified for being so appointed.

OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014
are furnished as under:

Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual
Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the
Act is attached as Annexure III attached herewith and which forms part of this Report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:
Incline Realty Private Limited

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and
technology absorption have not been furnished considering the nature of activities undertaken by the
Company during the year under review.

The details of foreign exchange earnings and outgo during the year under review is as under:

Value of Imports (on C. I. F. Basis)

(Rs. in Lakh)
Particulars 2017-18 2016-17
Capital Goods - 8.20

Expenditure in Foreign currency (on payment basis):


(Rs. in Lakh)
Particulars 2017-18 2016-17
Professional fees 334.44 394.56
Foreign Travel 0.43 3.78
Others - 1.05

Earnings in Foreign currency (on receipt basis):


(Rs. in Lakh)
Particulars 2017-18 2016-17
Sale of residential units 31.55 56.98

Internal Complaint Committee

There exist at the group level an Internal Complaint Committee (‘ICC’) constituted under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is
strongly opposed to sexual harassment and employees are made aware about the consequences of
such acts and about the constitution of ICC.

During the year under review, no complaints were filed with the Committee under the provisions of
the said Act in relation to the workplace/s of the Company.

DETAILS OF DEBENTURES TRUSTEE

The details of debenture trustee for the non-convertible debentures issued by the Company and
listed on the debt segment of BSE Limited are as under:

Name: Axis Trustee Services Limited


Address: Axis House, Ground Floor, Wadia International Centre,
Pandurang Budhkar Marg, Worli, Mumbai – 400 025.
Phone nos.: (022) 6226 0054/ 6226 0050

ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the employees, customers, suppliers, bankers, business
partners/associates, financial institutions and various regulatory authorities for their consistent
Incline Realty Private Limited

support/ encouragement to the Company.

Your Directors would also like to thank the Members for reposing their confidence and faith in the
Company and its Management.

For and on behalf of the Board of Directors

Vikas Oberoi
Chairman
DIN: 00011701

Mumbai, April 24, 2018

Registered Office
Commerz, 3rd Floor, International Business Park,
Oberoi Garden City, Off Western Express Highway,
Goregaon (East), Mumbai - 400 063

CIN: U45400MH2014PTC255010
Telephone No.: (022) 6677 3333 Fax No.: (022) 6677 3334
Mail : irplncd@oberoirealty.com Website : www.oberoirealty.com/IRPL
To,
The Members
INCLINE REALTY PRIVATE LIMITED
Commerz, 3rd Floor, International Business Park,
Oberoi Garden City, Off W.E. Highway,
Goregaon (E), Mumbai – 400 063

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company.


Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain
reasonable assurance about the correctness of the contents of the Secretarial records. The
verification was done on test basis to ensure that correct facts are reflected in secretarial
records. We believe that the processes and practices, we followed provide a reasonable
basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of
Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance
of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,
standards is the responsibility of management. Our examination was limited to the
verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company
nor of the efficacy or effectiveness with which the management has conducted the affairs of
the Company.

For RATHI & ASSOCIATES


COMPANY SECRETARIES

__________________________
HIMANSHU S. KAMDAR
PARTNER
Date:24th April, 2018 FCS No. 5171
Place:Mumbai COP No. 3030
SECRETARIAL AUDIT REPORT
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

To
The Members,
INCLINE REALTY PRIVATE LIMITED
Commerz, 3rd Floor, International Business Park,
Oberoi Garden City, Off W.E. Highway,
Goregaon (E), Mumbai – 400 063

We have conducted the secretarial audit of the compliance of applicable statutory


provisions and the adherence to good corporate governance practice by Incline Realty
Private Limited (hereinafter called “the Company”). Secretarial Audit was conducted in
a manner that provided us a reasonable basis for evaluating the corporate conducts/
statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s Books, Papers, Minutes Books, Forms
and Returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we hereby report that in our
opinion, the Company has, during the audit period covering the financial year ended
31 st March, 2018, complied with the statutory provisions listed hereunder and also that
the Company has proper Board processes and compliance mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms and returns filed and
other records maintained by Incline Realty Private Limited ("the Company") as given
in Annexure I, for the financial year ended on 31 st March, 2018, according to the
provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder to the extent
applicable;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made
thereunder;

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(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 ('SEBI Act'):-

i. The Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008;

2. Provisions of the following Regulations and Guidelines prescribed under the Securities
and Exchange Board of India Act, 1992 ('SEBI Act') were not applicable to the
Company during the financial year under report:-

i. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
ii. The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009; and
iii. The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998;
iv. The Securities and Exchange Board of India (Registrars to a Issue and Share
Transfer Agents) Regulations, 1993, regarding the Companies Act and
dealing with client;

3. We further report that, having regard to the compliance system prevailing in the
Company and on examination of the relevant documents and records in pursuance
thereof, on test-check basis, the Company has complied with other Acts, Laws and
Regulations applicable specifically to the Company as per the list given in Annexure II.

We have also examined compliance with the applicable clauses of the Secretarial
Standards including the amended Secretarial standards applicable with effect from 01 st
October, 2017 issued by The Institute of Company Secretaries of India under the
provisions of the Companies Act, 2013.

During the financial year under report, the Company has complied with the provisions of
the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors. No changes
in the composition of the Board of Directors took place during the financial year under
report.

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Adequate notice is given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent at least seven days in advance, and a system exists
for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.

None of the members have communicated dissenting views, in the matters / agenda
proposed from time to time for consideration of the Board and its Committees thereof,
during the year under the report, hence were not required to be captured and recorded as
part of the minutes.

We further report that there are adequate systems and processes in the Company
commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.

We further report that during the year under report, the Company has not undertaken
event/action having a major bearing on the Company's affairs in pursuance of the above
referred laws, rules, regulations, guidelines, standards, etc.

For RATHI & ASSOCIATES


COMPANY SECRETARIES

________________________
HIMANSHU S. KAMDAR
PARTNER
Date:24th April, 2018 FCS No. 5171
Place: Mumbai C.P. No. 3030

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ANNEXURE - I

List of documents verified

1. Memorandum and Articles of Association of the Company.


2. Minutes of the meetings of the Board of Directors, Audit Committee, Nomination and
Remuneration Committee as well as minutes of meeting of Independent Directors held
during the financial year under report along with the respective Attendance Registers.
3. Minutes of General Body Meeting held during the financial year under report.
4. Proof of circulation & Delivery of notice for Board meetings and Committee Meetings.
5. Proof of circulation of draft as well as certified signed Board & Committee meetings
minutes as per Secretarial Standards.
6. Statutory Registers viz.
- Register of Directors & KMP and their Shareholding
- Register of Charge (Form No. CHG-7)
- Register of Members (Form No. MGT-1)
- Register of Loans, Guarantee, Security and Acquisition made by the Company (Form
No. MBP-2)
- Register of contracts with related party and contracts and Bodies etc. in which
directors are interested (Form No. MBP-4)
7. Policies framed by the Company viz.
- Nomination and Remuneration Policy
- Whistle Blower Policy
- Risk Management Policy
8. Copies of Notice, Agenda and Notes to Agenda submitted to all the directors/members
for the Board and Committee Meetings.
9. Declarations received from the Directors of the Company pursuant to the provisions of
Section 184(1), Section 164(2) and Section 149(7) of the Companies Act, 2013.
10. E-Forms filed by the Company, from time to time, under applicable provisions of the
Companies Act, 2013 and attachments thereof during the financial year under report.
11. Details of Sitting Fees paid to directors for attending the Board and Committee meetings.
12. Intimations/documents/reports/returns filed with the Stock Exchange pursuant to the
provisions of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 during the financial year under report.
13. Documents relating to compliances of Debentures Trust Deed.
14. Notices/Intimations/documents/reports/returns communicated to the Stock Exchanges,
Trustees of the Debenture Trust Deed, Debenture holders and with other authorities
pursuant to early Redemption of Debentures of the Company.
15. Documents relating to the modification of charges of the Company.

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ANNEXURE - II

List of applicable laws to the Company

Real Estate Development:

1. Development Control Regulations for Greater Mumbai, 1991


2. Mumbai Municipal Corporation Act, 1888
3. Real Estate Regulatory Act, 2016

Property related Acts:

1. Registration Act, 1908


2. Indian Stamp Act, 1899
3. Transfer of Property Act, 1882
4. Bombay Stamp Act, 1958

Taxation:

1. Income Tax Act, 1961


2. Wealth Tax Act, 1957
3. Maharashtra Value Added Tax Act, 2002
4. Central Sales Tax Act, 1956
5. Finance Act, 1994 (Service Tax)
6. Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975
7. Goods and Services Tax Act, 2017 (applicable with effect from 01st July, 2017)

Personnel Laws:

1. Employees Provident Fund & Miscellaneous Provisions Act, 1952


2. Bombay Shops and Establishment Act, 1948
3. Employee’s Deposit Linked Insurance Scheme, 1976
4. Employees State Insurance Act, 1948
5. Payment of Wages Act, 1936
6. Minimum Wages Act, 1948
7. Building and other Construction Workers’ (Regulation of Employment and Conditions of
Services) Act, 1996

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ANNEXURE I

FORM NO. AOC – 2


[Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 (‘the Act’) and Rule 8(2) of the Companies (Accounts) Rules,
2014]
Form for disclosure of particulars of contracts/ arrangements entered into by the Company with related parties referred to in sub-section (1) of
Section 188 of the Act including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis: Nil

2. Details of materials contracts or arrangements or transactions at arm’s length basis:

Name(s) of related Nature of the Duration of the Salient terms of the Justification for entering Date(s) of Amount paid
party and nature of contracts/ contracts/ contracts or arrangements into such contracts or approval by as advances, if
relationship arrangements/ arrangements/ or transactions including arrangements or the Board any
transactions transactions the value, if any transactions
Oberoi Realty Limited Rent paid Fifteen days. Rent aggregating to Rs. Rent at the same rate April 24, 2018 Nil
(Holding Company) 1,30.65 Lakh. as that paid by other
unrelated tenants.

For and on behalf of the Board of Directors

Vikas Oberoi
Chairman
Mumbai, April 24, 2018 DIN: 02707193
Incline Realty Private Limited

ANNEXURE II

Disclosure of remuneration details pursuant to provisions of Section 197(12) of the Companies Act,
2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014

Ratio of the remuneration of each director to the median remuneration of the employees: N.A., since
none of the Director were paid any remuneration.

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive
Officer, Company Secretary or Manager, if any, in the financial year: N.A., since no remuneration was
paid by the Company to the Directors, Chief Financial Officer, Company Secretary and the Manager.

The percentage increase in the median remuneration of employees in the financial year: 2.89%.

Number of permanent employees on the rolls of the Company (as on March 31, 2018): 62

Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year: 15.49%

Percentile increase in the managerial remuneration: N.A., since none of the managerial personnel
were paid any remuneration during FY2017-18 and FY2016-17.

Justification, including any exceptional circumstances, for increase in the managerial remuneration:
N.A., since none of the managerial personnel were paid any remuneration during FY2017-18.

Statement pursuant to Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (for the year ended March 31, 2018): Nil

Affirmation:
I, Vikas Oberoi, Chairman of Incline Realty Private Limited hereby confirm that remuneration paid
during FY2017-18 is as per the remuneration policy of the Company.

For and on behalf of the Board of Directors

Vikas Oberoi
Chairman
Mumbai, April 24, 2018 DIN: 00011701
Incline Realty Private Limited

ANNEXURE III
EXTRACT OF ANNUAL RETURN
As on financial year ended on March 31, 2018
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN : U45400MH2014PTC255010
Registration Date : March 25, 2014
Name of the Company : Incline Realty Private Limited
Category / Sub-Category of the Company : Company limited by Shares / Indian Non-Government Company
Address of the Registered office and : Commerz, 3rd Floor, International Business Park, Oberoi Garden City, Off Western
contact details Express Highway, Goregaon (East), Mumbai 400 063.
Telephone No : (022) 6677 3333 Fax No : (022) 6677 3334
Email id : irplncd@oberoirealty.com
Whether listed company : Yes (Debentures)
Name, Address and Contact : Link Intime India Private Limited (for electronic connectivity only)
details of Registrar and Transfer Agent, if Address : C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083
any: Telephone No.: (022) 4918 6000 Fax No: (022) 4918 6060
Email id : rnt.helpdesk@linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products/services NIC Code of the Product/ service % to total turnover of the company
1 Construction and Real Estate Development 4100 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and address of the Company CIN / GLN Holding / % of equity Applicable
No. subsidiary / shares held section
associate
1 Oberoi Realty Limited L45200MH1998PLC114818 Holding 100% 2(46)
Commerz, 3rd Floor, International Business Park,
Oberoi Garden City, Off Western Express Highway,
Goregaon (East), Mumbai - 400 063
Incline Realty Private Limited

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i. Category-wise Share Holding:

Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
Shareholders during
the year
Demat Physical Total % of Demat Physical Total % of Total
Total Shares
Shares
A. Promoters
Indian- Bodies Corp. * 49,99,989 11 50,00,000 100% 49,99,989 11 50,00,000 100% -
Total shareholding 49,99,989 11 50,00,000 100% 49,99,989 11 50,00,000 100% -
of Promoter

B. Public - - - - - - - - -
Shareholding
Total Public - - - - - - - - -
Shareholding

C. Shares held by - - - - - - - -
Custodian for GDRs &
ADRs

Grand Total (A+B+C) 49,99,989 11 50,00,000 100% 49,99,989 11 50,00,000 100% -


* including shares held in name of nominees, in which the beneficial interest is held by promoter viz. Oberoi Realty Limited.

ii. Shareholding of Promoters:

Sl. No. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year
No. of % of total % of Shares No. of % of total % of Shares % change in
Shares Shares of the Pledged/ Shares Shares of Pledged / share
Company encumbered the encumbered holding
to total Company to total shares during the
shares year
1. Oberoi Realty Limited* 50,00,000 100 Nil 50,00,000 100 Nil -
Total 50,00,000 100 Nil 50,00,000 100 Nil -
* including shares held in name of nominees, in which the beneficial interest is held by promoter viz. Oberoi Realty Limited.
Incline Realty Private Limited

iii. Change in Promoters’ Shareholding: No change.

iv. Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs): Nil

v. Shareholding of Directors and Key Managerial Personnel: Nil.

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Rs. in Lakh)
Secured Loans and Unsecured Deposits Total
debentures Loans and Indebtedness
excluding deposits debentures
Indebtedness at the beginning of the financial year
i) Principal Amount 74,937.77 51,832.49 - 1,26,770.26
ii) Interest due but not paid 3,018.51 - - 3,018.51
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 77,956.28 51,832.49 - 1,29,788.77

Change in Indebtedness during the financial year


• Addition 14,440.36 16,074.68 - 30,515.03
• Reduction (6,998.86) 31,630.19 - 38,629.06
Net Change 7,441.49 (15,555.52) - (8,114.02)

Indebtedness at the end of the financial year


i) Principal Amount 82,379.27 36,276.97 - 1,18,656.24
ii) Interest due but not paid 3,102.44 - - 3,102.44
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 85,481.71 36,276.97 - 1,21,758.68

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Nil


Incline Realty Private Limited

B. Remuneration to other Directors:


(Rs. in Lakh)
Particulars of Remuneration Name of Directors Total Amount
1. Independent Directors Mr. Bherulal Choudhary Mr. T.P. Ostwal
Fee for attending board / 0.68 1.95 2.63
committee meetings
Commission - - -
Others, please specify - - -
Total (1) 0.68 1.95 2.63

2. Other Non-Executive Directors


Fee for attending board / - -
committee meetings
Commission - -
Others, please specify - -
Total (2) - -

Total (B)=(1+2) 2.63


Total Managerial Remuneration - 2.63
Overall Ceiling as per the Act - -

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD: Nil.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Nil.

For and on behalf of the Board of Directors

Vikas Oberoi
Chairman
Mumbai, April 24, 2018 DIN: 00011701
INDEPENDENT AUDITOR’S REPORT

To the Members of
Incline Realty Private Limited

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Incline Realty Private Limited
(“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit
and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the
Statement of Changes in Equity for the year then ended, and a summary of significant accounting
policies and other explanatory information.

Management’s Responsibility for the Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS financial statements
that give a true and fair view of the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the Company in accordance with
accounting principles generally accepted in India, including the Indian Accounting Standards (Ind
AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
the design, implementation and maintenance of adequate internal financial control that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the Ind AS financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act and the
Rules made thereunder. We conducted our audit of the Ind AS financial statements in accordance
with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified
under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the Ind AS financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers internal financial control
relevant to the Company’s preparation of the Ind AS financial statements that give a true and fair
view in order to design audit procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of the
accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation
of the Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.
Incline Realty Private Limited
Page 2 of 8

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the
Ind AS financial statements give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2018, its loss including other comprehensive
income, its cash flows and the changes in equity for the year ended on that date.

Other Matter

The Ind AS financial statements of the Company for the year ended March 31, 2017, included in these
Ind AS financial statements, have been audited by the predecessor auditor who expressed an
unmodified opinion on those statements on May 4, 2017. Our opinion is not modified in respect of
this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the
“Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far
as it appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report
are in agreement with the books of account;

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards
specified under section 133 of the Act, read with Companies (Indian Accounting Standards)
Rules, 2015, as amended;

(e) On the basis of written representations received from the directors as on March 31, 2018, and
taken on record by the Board of Directors, none of the directors is disqualified as on
March 31, 2018, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure 2” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its
Ind AS financial statements – Refer Note 31 to the Ind AS financial statements;
Incline Realty Private Limited
Page 3 of 8

ii. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

For S R B C & CO LLP


Chartered Accountants
ICAI Firm Registration Number 324982E/E300003

per Vinayak Pujare


Partner
Membership Number: 101143
Place: Mumbai
Date: April 24, 2018
Incline Realty Private Limited
Page 4 of 8

Annexure 1 referred to in paragraph 1 under the heading “Report on Other Legal and
Regulatory Requirements” of our report of even date

Re: Incline Realty Private Limited (‘the Company’)

(i) (a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets
under which fixed assets are verified in a phased manner over the period of two years,
which, in our opinion, is reasonable having regard to the size of the Company and the
nature of its assets. In accordance with this program, certain fixed assets were verified
during the year and no material discrepancies were noticed on such verification.

(c) According to the information and explanations given by the management, there are no
immovable properties, included in property, plant and equipment of the company and
accordingly, the requirements under paragraph 3(i)(c) of the Order are not applicable
to the Company.

(ii) The management has conducted physical verification of inventory at reasonable


intervals during the year and no material discrepancies were noticed on such physical
verification.

(iii) According to the information and explanations given to us, the Company has not
granted any loans, secured or unsecured to companies, firms, Limited Liability
Partnerships or other parties covered in the register maintained under section 189 of
the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of
the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us,
provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to
directors including entities in which they are interested and in respect of loans and
advances given, investments made and, guarantees, and securities given have been
complied with by the company.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Central Government has not
specified the maintenance of cost records under Section 148(1) of the Companies Act,
2013, for the products/services of the Company.

(vii) (a) The Company is generally regular in depositing with appropriate authorities
undisputed statutory dues including provident fund, employees’ state insurance,
income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax,
cess, goods and services tax (GST) and other statutory dues applicable to it. According
to the information and explanations given to us, no undisputed amounts payable in
respect of provident fund, employees’ state insurance, income-tax, service tax, sales-
tax, duty of custom, duty of excise, value added tax, cess, goods and services tax
(GST) and other material statutory dues were outstanding, at the year end, for a period
of more than six months from the date they became payable.
Incline Realty Private Limited
Page 5 of 8

(b) According to the records of the Company, the dues outstanding of income-tax on
account of any dispute, are as follows:

Name of the Nature of Amount Financial Forum where dispute is


Statute dues (in Year to pending
lakhs) which the
amount
relates
Income Tax Income Tax 57.28 2014-15 Commissioner of Income
Act, 1961 and Interest Tax (Appeals)

(viii) In our opinion and according to the information and explanations given by the
management, the Company has not defaulted in repayment of dues to bank or dues to
debenture holders. The Company did not have any outstanding loans or borrowing in
respect of Government or financial institution during the year.

(ix) According to the information and explanations given by the management, the
Company has not raised any money way of initial public offer / further public offer /
debt instruments) and term loans hence, reporting under clause (ix) is not applicable to
the Company and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true and
fair view of the financial statements and according to the information and explanations
given by the management, we report that no fraud by the Company or no fraud on the
Company by the officers and employees of the Company has been noticed or reported
during the year.

(xi) According to the information and explanations given by the management, no


managerial remuneration has been paid / provided in the books of accounts. Therefore,
requirements under paragraph 3(xi) of the Order are not applicable to the Company.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of
clause 3(xii) of the order are not applicable to the Company and hence not commented
upon.

(xiii) According to the information and explanations given by the management, transactions
with the related parties are in compliance with section 177 and 188 of Companies Act,
2013 where applicable and the details have been disclosed in the notes to the financial
statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall


examination of the balance sheet, the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible debentures
during the year under review and hence, reporting requirements under clause 3(xiv) are
not applicable to the Company and, not commented upon.

(xv) According to the information and explanations given by the management, the
Company has not entered into any non-cash transactions with directors or persons
connected with him as referred to in section 192 of Companies Act, 2013.
Incline Realty Private Limited
Page 6 of 8

(xvi) According to the information and explanations given to us, the provisions of section
45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For S R B C & CO LLP


Chartered Accountants
ICAI Firm Registration Number 324982E/E300003

per Vinayak Pujare


Partner
Membership Number: 101143
Place: Mumbai
Date: April 24, 2018
Incline Realty Private Limited
Page 7 of 8

Annexure 2 referred to in paragraph 2(f) under the heading “Report on Other Legal and
Regulatory Requirements” of our report of even date

Re: Incline Realty Private Limited (‘the Company’)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Incline Realty Private
Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the financial
statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants
of India. These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, as required under the Companies
Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit
of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on
Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to
an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether adequate internal financial
controls over financial reporting was established and maintained and if such controls operated
effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of
internal financial controls over financial reporting included obtaining an understanding of internal
financial controls over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks
of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the internal financial controls system over financial reporting.
Incline Realty Private Limited
Page 8 of 8

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company's internal financial control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorisations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition,
use, or disposition of the company's assets that could have a material effect on the financial
statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may occur and not be detected. Also, projections of any evaluation of the internal
financial controls over financial reporting to future periods are subject to the risk that the internal
financial control over financial reporting may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at March 31, 2018, based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal control stated in
the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.

For S R B C & CO LLP


Chartered Accountants
ICAI Firm Registration Number 324982E/E300003

per Vinayak Pujare


Partner
Membership Number: 101143
Place: Mumbai
Date: April 24, 2018
Incline Realty Private Limited

(Rs. in Lakh)
Balance Sheet as at Note March 31, 2018 March 31, 2017

ASSETS
I) Non-current assets
a) Property, plant and equipments 2 143.56 176.04
b) Financial assets
i) Other financial assets 3 96.32 -
c) Deferred tax assets (net) 4 159.41 97.34
d) Other non-current assets 5 54.09 51.77
453.38 325.15
II) Current assets
a) Inventories 6 2,13,007.30 1,92,368.90
b) Financial assets
i) Investments 7 4.96 3,446.77
ii) Trade receivables 8 3,559.77 3,662.18
iii) Cash and cash equivalents 9 234.83 351.87
iv) Bank balances other than (iii) above 10 - 818.25
c) Current tax assets (net) 11 1,039.60 758.72
d) Other current assets 5 8,154.15 5,783.85
2,26,000.61 2,07,190.54
TOTAL ASSETS (I+II) 2,26,453.99 2,07,515.69

EQUITY AND LIABILITIES


I) Equity
a) Equity share capital 12 500.00 500.00
b) Other equity 13 (449.16) (223.41)
50.84 276.59
II) Liabilities
i) Non-current liabilities
a) Financial liabilities
i) Borrowings 14 - 74,937.77
ii) Trade payables 15 67.73 89.41
b) Provisions 16 9.39 9.87
77.12 75,037.05
ii) Current liabilities
a) Financial liabilities
i) Borrowings 14 46,802.39 54,851.00
ii) Trade payables 15 2,803.69 705.92
iii) Other financial liabilities 17 74,956.29 -
b) Other current liabilities 18 1,01,763.26 76,621.62
c) Provisions 16 0.40 23.51
2,26,326.03 1,32,202.05
TOTAL LIABILITIES (i+ii) 2,26,403.15 2,07,239.10
TOTAL EQUITY AND LIABILITIES (I+II) 2,26,453.99 2,07,515.69

Significant accounting policies 1


The accompanying notes form an integral part of the financial statements

As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLP
Chartered Accountants
Firm Registration Number 324982E / E300003
Vikas Oberoi
Director
DIN 00011701

per Vinayak Pujare


Partner Saumil Daru Bhaskar Kshirsagar
Membership No.: 101143 Director cum Chief Financial Officer Company Secretary
Mumbai, April 24, 2018 DIN 03533268 M No. A19238
Incline Realty Private Limited

(Rs. in Lakh)
Statement of Profit and Loss for the year ended Note March 31, 2018 March 31, 2017

INCOME
Revenue from operations 19 94.51 116.51
Other income 20 35.82 267.87
Total revenue (A) 130.33 384.38

EXPENSES
Operating costs 21 20,658.18 15,590.63
Changes in inventories 22 (20,638.40) (15,586.28)
Employee benefits expense 23 187.86 166.17
Finance cost 24 - 0.50
Depreciation 25 27.41 19.83
Other expenses 26 197.58 158.85
Total expenses (B) 432.63 349.70
Profit / (loss) before tax (A-B) (302.30) 34.68
Tax expense
Current tax - 5.44
Deferred tax (65.83) 4.50
Profit / (loss) after tax (C) (236.47) 24.74

Other comprehensive income


Items that will not be reclassified to profit or loss in subsequent period
Re - measurement gains / (losses) on defined benefit plans 14.48 (14.38)
Income tax effect (3.76) 4.44
Total other comprehensive income / (expenses) for the year net of tax (D) 10.72 (9.94)

Total comprehensive income for the year (Comprising profit / (loss) and
other comprehensive income for the year) (C+D)
(225.75) 14.80

Earnings per equity share (face value of Rs.10) 27


- Basic (in Rs.) (4.73) 0.49
- Diluted (in Rs.) (4.73) 0.49

Significant accounting policies 1


The accompanying notes form an integral part of the financial statements

As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLP
Chartered Accountants
Firm Registration Number 324982E / E300003
Vikas Oberoi
Director
DIN 00011701

per Vinayak Pujare


Partner Saumil Daru Bhaskar Kshirsagar
Membership No.: 101143 Director cum Chief Financial Officer Company Secretary
Mumbai, April 24, 2018 DIN 03533268 M No. A19238
Incline Realty Private Limited

Statement of Changes in Equity for the year ended

A. Equity Share Capital (Rs. in Lakh)


Particular Note Amount
As at April 1, 2016 12 500.00
Change in equity share capital -
As at March 31, 2017 12 500.00
Change in equity share capital -
As at March 31, 2018 12 500.00

B. Other Equity
(Rs. in Lakh)
Reserves and Surplus Total
Particulars Note Retained
Earnings
A.
Balance as at April 1, 2016 13 (238.21) (238.21)
Changes during the year
Profit for the year 24.74 24.74
Other comprehensive income
Remeasurement of the net defined benefit plans net of taxes (9.94) (9.94)
B. Total changes during the year 14.80 14.80
(A+B) Balance as at March 31, 2017 13 (223.41) (223.41)

(Rs. in Lakh)
Reserves and Surplus Total
Particulars Note Retained
Earnings
A.
Balance as at April 1, 2017 13 (223.41) (223.41)
Changes during the year
Loss for the year (236.47) (236.47)
Other comprehensive income
Remeasurement of the net defined benefit plans net of taxes 10.72 10.72
B. Total changes during the year (225.75) (225.75)
(A+B) Balance as at March 31, 2018 13 (449.16) (449.16)

As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLP
Chartered Accountants
Firm Registration Number 324982E / E300003
Vikas Oberoi
Director
DIN 00011701

per Vinayak Pujare


Partner Saumil Daru Bhaskar Kshirsagar
Membership No.: 101143 Director cum Chief Financial Officer Company Secretary
Mumbai, April 24, 2018 DIN 03533268 M No. A19238
Incline Realty Private Limited

(Rs. in Lakh)
Cash Flow Statement for the year ended March 31, 2018 March 31, 2017

CASH FLOW FROM OPERATING ACTIVITIES :


Profit / (loss) before tax as per statement of profit and loss (302.30) 34.68

Adjustments for
Depreciation 27.41 19.83
Interest income (including fair value change in financial instruments) (13.39) (67.72)
Interest expenses (including fair value change in financial instruments) - 0.50
Re - measurement gains / (losses) on defined benefit plans 14.48 (14.38)
Profit on sale of investments (net) (22.43) (198.66)
Operating cash profit before working capital changes (296.23) (225.75)

Movement for working capital


Increase / (decrease) in trade payables 2,076.09 415.26
Increase / (decrease) in other liabilities 25,141.64 29,288.83
Increase / (decrease) in provisions (23.59) 31.00
(Increase) / decrease in other assets (2,372.62) (2,388.81)
(Increase) / decrease in trade receivables 102.41 (881.50)
(Increase) / decrease in inventories (13,349.30) (8,894.96)
Cash generated from operations 11,278.40 17,344.07
Direct taxes (paid) / refund (net) (280.87) (347.17)
Net cash inflow / (outflow) from operating activities (A) 10,997.53 16,996.90

CASH FLOW FROM INVESTING ACTIVITIES :


(Acquisition) / (adjustments) / sale of property, plant and equipment (net) 5.07 (135.96)
Interest received 13.39 67.72
(Acquisition) / sale of investments (net) 22.43 198.65
(Increase) / decrease in other assets (96.32) -
Net cash inflow / (outflow) from investing activities (B) (55.43) 130.41

CASH FLOW FROM FINANCING ACTIVITIES :


Proceeds from issue of secured debentures - 75,000.00
Proceeds from secured loan (net) 7,423.00 -
Prepayment of secured debentures - (35,000.00)
Proceeds from unsecured borrowings 16,074.67 83,405.66
Repayment of unsecured borrowings (31,630.19) (1,31,799.80)
Interest paid (gross) (7,186.68) (5,372.20)
Net cash inflow / (outflow) from financing activities (C) (15,319.20) (13,766.34)

Net increase / (decrease) in cash and cash equivalents (A+B+C) (4,377.10) 3,360.97
Add: Cash and cash equivalents at the beginning of the year 4,616.89 1,255.92
Cash and cash equivalents at the end of the year 239.79 4,616.89

Components of cash and cash equivalents as at


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Cash on hand 0.35 0.35


Balance with banks 176.24 351.52
Cheques on hand 58.24 -
Add : Fixed deposit with banks, having remaining maturity for less than twelve months - 818.25
Add: Short term liquid investment (out of the same investment of Rs. 4.96 lakh
4.96 3,446.77
(Rs.3,446.77 lakh) is lien marked)
Cash and cash equivalents at the end of the year 239.79 4,616.89
Incline Realty Private Limited

(Rs. in Lakh)
Cash Flow Statement for the year ended March 31, 2018 March 31, 2017

(Rs. in Lakh)
Reconciliation statement of cash and bank balances as at March 31, 2018 March 31, 2017
Cash and cash equivalents at the end of the year as per above 239.79 4,616.89
Add: Fixed deposits with banks (lien marked) 96.32 -
Less: Short term liquid investment (out of the same investment of Rs. 4.96 lakh
(4.96) (3,446.77)
(Rs.3,446.77 lakh) is lien marked) (refer note 7)
Less: Fixed deposits with banks, having remaining maturity for more than twelve months (96.32) -

Cash and bank balance as per balance sheet (refer note 9 and 10) 234.83 1,170.12

Disclosure as required by Ind AS 7


Reconciliation of liabilities arising from financing activities
(Rs. in Lakh)
March 31, 2018 Opening balance Cash flows Non cash changes Closing balance
Short term secured borrowings 77,956.28 4,528.05 2,997.38 85,481.71
Short term unsecured borrowings 51,832.49 (15,555.52) - 36,276.97
Total liabilities from financing activities 1,29,788.77 (11,027.47) 2,997.38 1,21,758.68

(Rs. in Lakh)
March 31, 2017 Opening balance Cash flows Non cash changes Closing balance
Short term secured borrowings 35,000.00 40,000.00 2,956.28 77,956.28
Short term unsecured borrowings 1,00,226.63 (48,394.14) - 51,832.49
Total liabilities from financing activities 1,35,226.63 (8,394.14) 2,956.28 1,29,788.77

Significant accounting policies (refer note 1)


The accompanying notes form an integral part of the financial statements

As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLP
Chartered Accountants
Firm Registration Number 324982E / E300003
Vikas Oberoi
Director
DIN 00011701

per Vinayak Pujare


Partner Saumil Daru Bhaskar Kshirsagar
Membership No.: 101143 Director cum Chief Financial Officer Company Secretary
Mumbai, April 24, 2018 DIN 03533268 M No. A19238
Incline Realty Private Limited
Notes Forming Part of Financial Statements

1. NATURE OF OPERATIONS

Incline Realty Private Limited (the ‘Company’ or ‘IRPL’), a private limited company is incorporated
under provisions of the Companies Act applicable in India. The Company is engaged primarily in the
business of real estate development.

The Company is headquartered in Mumbai, India. Its registered office is situated at Commerz, 3rd Floor,
International Business Park, Oberoi Garden City, Off Western Express Highway, Goregaon (East),
Mumbai- 400 063.

The financial statements for the year ended March 31, 2018 were authorised and approved for issue by the
Board of Directors on April 24, 2018.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 Basis of preparation

The financial statements of the Company have been prepared in accordance with the Indian
Accounting Standards (Ind AS) as notified under section 133 of the Companies Act read with the
Companies (Indian Accounting Standards) Rules 2015 (as amended).

The financial statements have been prepared on a historical cost basis, except for certain financial
instruments which are measured at fair values at the end of each reporting period, as explained in the
accounting policies below.

The financial statements are presented in Indian Rupee (“INR”) and all values are rounded to the
nearest INR Lakh, except when otherwise indicated.

2.2 Current / non-current classification

The Company as required by Ind AS 1 presents assets and liabilities in the Balance Sheet based on
current / non-current classification.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The Company’s normal operating cycle in respect of operations relating to the construction of real
estate projects may vary from project to project depending upon the size of the project, type of
development, project complexities and related approvals. Operating cycle for all completed projects is
based on 12 months period. Assets and liabilities have been classified into current and non-current
based on their respective operating cycle.
Incline Realty Private Limited
Notes Forming Part of Financial Statements

2.3 Foreign currencies

Initial recognition

Foreign currency transactions are recorded in the functional currency (Indian Rupee) by applying to the
foreign currency amount, the exchange rate between the functional currency and the foreign currency
on the date of the transaction.

Conversion

All monetary items outstanding at year end denominated in foreign currency are converted into Indian
Rupees at the reporting date exchange rate. Non-monetary items, which are measured in terms of
historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the
transaction and non-monetary items which are carried at fair value or other similar valuation
denominated in a foreign currency are reported using the exchange rates that existed when the values
were determined.

Exchange differences

The exchange differences arising on such conversion and on settlement of the transactions are
recognised in the Statement of Profit and Loss.

2.4 Property, plant and equipments (PPE)

Recognition and initial measurement

Property, plant and equipments are stated at cost less accumulated depreciation / amortisation and
impairment losses, if any.

Cost comprises the purchase price and any attributable / allocable cost of bringing the asset to its
working condition for its intended use. The cost also includes direct cost and other related incidental
expenses. Revenue earned, if any, during trial run of assets is adjusted against cost of the assets. Cost
also includes the cost of replacing part of the plant and equipments.

Borrowing costs relating to acquisition / construction / development of tangible assets, which takes
substantial period of time to get ready for its intended use are also included to the extent they relate to
the period till such assets are ready to be put to use.

When significant components of property and equipments are required to be replaced at intervals,
recognition is made for such replacement of components as individual assets with specific useful life
and depreciation, if these components are initially recognised as separate asset. All other repair and
maintenance costs are recognised in the Statement of Profit and Loss as incurred.
Incline Realty Private Limited
Notes Forming Part of Financial Statements

Subsequent measurement (depreciation and useful lives)

Depreciation is provided from the date the assets are put to use, on straight line basis as per the useful
life of the assets as prescribed under Part C of Schedule II of the Companies Act, 2013.

Building - Temporary structures 3 years


Plant and machinery 15 years
Furniture and fixtures 10 years
Electrical installations and equipments 10 years
Office equipments* 5 years
Computers 3 years

*Mobile handsets - 3 years

Depreciation method, useful life and residual value are reviewed periodically.

Leasehold land and improvements are amortised on the basis of duration and other terms of lease.

Assets individually costing less than or equal to Rs. 0.05 lakh are fully depreciated in the year of
purchase except under special circumstances.

The carrying amount of PPE is reviewed periodically for impairment based on internal / external
factors. An impairment loss is recognised wherever the carrying amount of assets exceeds its
recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in
use.

De-recognition

PPE are derecognised either when they have been disposed of or when they are permanently withdrawn
from use and no future economic benefit is expected from their disposal. The difference between the
net disposal proceeds and the carrying amount of the asset is recognised in the Statement of Profit and
Loss in the period of de-recognition.

2.5 Intangible assets

Recognition and initial measurement

Intangible assets are stated at cost less accumulated amortisation and impairment losses, if any. Cost
comprises the acquisition price, development cost and any attributable / allocable incidental cost of
bringing the asset to its working condition for its intended use.
Incline Realty Private Limited
Notes Forming Part of Financial Statements

Subsequent measurement (amortisation)

All intangible assets with definite useful life are amortized on a straight line basis over the estimated
useful life.

The carrying amount of intangible asset is reviewed periodically for impairment based on internal /
external factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its
recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in
use.

2.6 Investment properties

Recognition and initial measurement

Investment properties are properties held to earn rentals or for capital appreciation, or both. Investment
properties are measured initially at cost, including transaction costs. The cost comprises purchase price,
borrowing cost if capitalisation criteria are met and directly attributable cost of bringing the asset to its
working condition for the intended use.

Subsequent measurement (depreciation and useful lives)

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.

Though the Company measures investment property using cost based measurement, the fair value of
investment property is disclosed in the notes. Fair values are determined based on an annual evaluation
performed by an accredited external independent valuer who holds a recognised and relevant
professional qualification and has experience in the category of the investment property being valued.

Investment Properties are stated at cost less accumulated depreciation and accumulated impairment
loss, if any, subsequently. Depreciation is provided from the date the assets are put to use, on straight
line method as per the useful life of the assets as prescribed under Part C of Schedule II of the
Companies Act, 2013.

For above classes of assets, based on internal assessment, the management believes that the useful lives
as given above best represent the period over which management expects to use these assets.

Assets individually costing less than or equal to Rs. 0.05 lakh are fully depreciated in the year of
purchase except under special circumstances.

Leasehold land and improvements are amortised on the basis of duration and other terms of lease.
Incline Realty Private Limited
Notes Forming Part of Financial Statements

The carrying amount of investment properties is reviewed periodically for impairment based on internal
/ external factors. An impairment loss is recognised wherever the carrying amount of assets exceeds its
recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in
use.

When significant components of investment properties are required to be replaced at intervals,


recognition is made for such replacement of components as individual assets with specific useful life
and depreciation, if these components are initially recognised as separate asset. All other repair and
maintenance costs are recognised in the Statement of Profit and Loss as incurred.

De-recognition

Investment properties are derecognised either when they have been disposed of or when they are
permanently withdrawn from use and no future economic benefit is expected from their disposal. The
difference between the net disposal proceeds and the carrying amount of the asset is recognised in the
Statement of Profit and Loss in the period of de-recognition.

2.7 Capital work in progress

Capital work in progress is stated at cost less impairment losses, if any. Cost comprises of expenditures
incurred in respect of capital projects under development and includes any attributable / allocable cost
and other incidental expenses. Revenues earned, if any, from such capital project before capitalisation
are adjusted against the capital work in progress.

2.8 Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured, regardless of when the payment is being made.
Revenue is measured at the fair value of the consideration received or receivable, taking into account
contractually defined terms of payment and excluding taxes or duty. The Company assesses its revenue
arrangements against specific criteria in order to determine if it is acting as principal or agent. The
Company concluded that it is acting as a principal in all of its revenue arrangements. The specific
recognition criteria described below must also be met before revenue is recognised.

Revenue is recognised as follows:

2.8.1 Revenue from real estate projects

The Company follows the percentage of project completion method for its projects.

Revenue is recognised in accordance with the Guidance Note on “Accounting for Real Estate
Transactions (for entities to whom Ind AS is applicable)” issued by the Institute of Chartered
Accountants of India (“ICAI”). The Company recognises revenue in proportion to the actual
project cost incurred (including land cost) as against the total estimated project cost (including
Incline Realty Private Limited
Notes Forming Part of Financial Statements

land cost), subject to achieving the threshold level of project cost (excluding land cost) as well
as area sold and depending on the type of project. Revenue is recognised net of indirect taxes
and on execution of either an agreement or a letter of allotment.

The estimates relating to percentage of completion, costs to completion, area available for sale
etc. being of a technical nature are reviewed and revised periodically by the management and
are considered as change in estimates and accordingly, the effect of such changes in estimates
is recognised prospectively in the period in which such changes are determined. Land cost
includes the cost of land, land related development rights and premium.

2.8.2 Revenue from lease rentals and related income

Lease income is recognised in the Statement of Profit and Loss on straight line basis over the
lease term, unless there is another systematic basis which is more representative of the time
pattern of the lease. Revenue from lease rentals is disclosed net of indirect taxes, if any.

2.8.3 Finance income

Finance income is recognised as it accrues using the Effective Interest Rate (EIR) method.
Finance income is included in other income in the Statement of Profit and Loss.

2.8.4 Dividend income

Revenue is recognised when the Company’s right to receive the payment is established, which
is generally when shareholders approve the dividend.

2.8.5 Other income

Other incomes are accounted on accrual basis, except interest on delayed payment by debtors
and liquidated damages which are accounted on acceptance of the Company’s claim.

2.9 Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the
arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the
arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to
use the asset or assets, even if that right is not explicitly specified in an arrangement.

2.9.1 Where the Company is the lessee

Lease arrangements where the risks and rewards incidental to ownership of an asset
substantially vest with the lessor are recognised as operating lease. Operating lease payments
are recognised as an expense in the Statement of Profit and Loss on straight line basis over the
Incline Realty Private Limited
Notes Forming Part of Financial Statements

lease term, unless there is another systematic basis which is more representative of the time
pattern of the lease.

Lease deposits given are a financial asset and are measured at amortised cost under Ind AS 109
since it satisfies Solely Payment of Principal and Interest (SPPI) condition. The difference
between the present value and the nominal value of deposit is considered as prepaid rent and
recognised over the lease term. Unwinding of discount is treated as finance income and
recognised in the Statement of Profit & Loss account.

2.9.2 Where the Company is the lessor

Assets given under operating leases are included in investment properties. Lease income is
recognised in the Statement of Profit and Loss on straight line basis over the lease term, unless
there is another systematic basis which is more representative of the time pattern of the 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.

Lease deposits received are financial instruments (financial liability) and need to be measured
at fair value on initial recognition. The difference between the fair value and the nominal value
of deposits is considered as rent in advance and recognised over the lease term on a straight
line basis. Unwinding of discount is treated as interest expense (finance cost) for deposits
received and is accrued as per the EIR method.

2.10 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.

EIR is the rate that exactly discounts the estimated future cash receipts or payments over the expected
life of the financial instruments or a shorter period, where appropriate, to the net carrying amount of the
financial asset or liability.

2.10.1 Financial assets

Initial measurement

Financial assets are recognised when the Company becomes a party to the contractual
provisions of the instrument. Financial assets are initially measured at fair value. Transaction
costs that are directly attributable to the acquisition or issue of financial assets (other than
financial assets at fair value through profit or loss) are added to or deducted from the fair value
measured on initial recognition of financial asset.
Incline Realty Private Limited
Notes Forming Part of Financial Statements

Subsequent measurement

(i) Financial assets at amortised cost

Financial assets are measured at the amortised cost, if both of the following criteria are met:

a. These assets are held within a business model whose objective is to hold assets for
collecting contractual cash flows; and

b. Contractual terms of the asset give rise on specified dates to cash flows that are SPPI on
the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost
using the EIR method. The EIR amortisation is included in other income in the Statement of
Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit
and Loss.

(ii) Financial assets at fair value through other comprehensive income (FVTOCI)

Financial assets are classified as FVTOCI if both of the following criteria are met:

a. These assets are held within a business model whose objective is achieved both by
collecting contractual cash flows and selling the financial assets; and

b. Contractual terms of the asset give rise on specified dates to cash flows that are SPPI on
the principal amount outstanding.

Fair value movements are recognised in the other comprehensive income (OCI). On de-
recognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified
from the equity to the Statement of Profit and Loss.

(iii) Financial assets at fair value through profit or loss (FVTPL)

Any financial assets, which does not meet the criteria for categorization as at amortised cost or
as FVTOCI, are classified as at FVTPL. Gain or losses are recognised in the Statement of
Profit and Loss.

(iv) Equity instruments

Equity instruments which are held for trading and contingent consideration recognised by an
acquirer in a business combination are classified as FVTPL, and measured at fair value with all
changes recognised in the Statement of Profit and Loss.
Incline Realty Private Limited
Notes Forming Part of Financial Statements

De-recognition

The Company derecognises a financial asset when the contractual rights to the cash flows from
the financial asset expire or it transfers the financial asset and the transfer qualifies for de-
recognition.

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.

Impairment of financial assets

The Company follows ‘simplified approach’ for recognition of impairment loss allowance on:

a. Trade receivables; and

b. All lease receivables resulting from transactions within the scope of Ind AS 17.

The application of simplified approach does not require the Company to track changes in credit
risk. Rather, it recognises impairment loss allowance based on lifetime Expected Credit Loss
(ECL) at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Company
determines whether there has been a significant increase in the credit risk since initial
recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for
impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in
a subsequent period, credit quality of the instrument improves such that there is no longer a
significant increase in credit risk since initial recognition, then the Company reverts to
recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the
expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL
which results from default events that are possible within 12 months after the reporting date.

ECL is the difference between all contractual cash flows that are due to the Company in
accordance with the contract and all the cash flows that the entity expects to receive (i.e. all
cash shortfalls), discounted at the original EIR.
Incline Realty Private Limited
Notes Forming Part of Financial Statements

2.10.2 Financial liabilities

Initial measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value
through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and
borrowings and payables, net of directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables and loans and borrowings.

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.

Intercompany loans not repayable on demand are discounted to its present value using
incremental borrowing rate applicable to the borrower entity. The difference between the
carrying value of the loan and its present value is accounted based on the relationship with the
borrower for e.g. in case of subsidiary, the difference is shown as further equity infusion in the
subsidiary. The unwinding of discount from the date of loan to the transition date is shown as
an income and recognised in "Retained Earnings" of the Lender.

De-recognition

A financial liability is derecognised from the Company's Balance Sheet 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
derecognition 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.

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.
Incline Realty Private Limited
Notes Forming Part of Financial Statements

2.11 Fair value measurement

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 measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either:

 In the principal market for the asset or liability, or


 In the absence of a principal market, in the most advantageous market for the asset or
liability.

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:

 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.

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.

2.12 Cash and cash equivalents

Cash and cash equivalent in the Balance Sheet comprise cash at banks and on hand, demand deposit and
short-term deposits, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term
deposits, as defined above.
Incline Realty Private Limited
Notes Forming Part of Financial Statements

The amendments to Ind AS 7 require entities to provide disclosure of changes in their liabilities arising
from financing activities, including both changes arising from cash flows and non-cash changes (such as
foreign exchange gains or losses). The Company has provided the information for both the current and
the comparative period in Cash Flow Statement.

2.13 Income taxes

2.13.1 Current income tax

Current income tax are measured at the amount expected to be paid to the taxation authorities
using the tax rates and tax laws that are in force at the reporting date.

Current income tax relating to items recognised outside the Statement of Profit and Loss is
recognised outside the Statement of Profit and Loss (either in other comprehensive income or
in equity). Current tax items are recognised in correlation to the underlying transaction either
in OCI or directly in equity.

The Company offsets current tax assets and current tax liabilities where it has a legally
enforceable right to set off the recognised amounts and where it intends either to settle on a net
basis, or to realise the assets and settle the liabilities simultaneously.

Management periodically evaluates positions taken in the tax returns with respect to situations
in which applicable tax regulations are subject to interpretation and establishes provisions
where appropriate.

2.13.2 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 for financial reporting purposes at the
reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

(i) When the deferred tax liability arises from the initial recognition of goodwill or an asset
or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss.

(ii) In respect of taxable temporary differences associated with investments in subsidiaries,


associates and interests in joint ventures, when the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary differences
will not reverse in the foreseeable future.

Deferred tax assets are recognised to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences and the carry forward of unused
tax credits and unused tax losses can be utilised.
Incline Realty Private Limited
Notes Forming Part of Financial Statements

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow all
or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the
same taxation authority and the relevant entity intends to settle its current tax assets and
liabilities on a net basis.

Deferred tax relating to items recognised outside the Statement of Profit and Loss is recognised
outside the Statement of Profit and Loss. Such deferred tax items are recognised in correlation
to the underlying transaction either in other comprehensive income or directly in equity.

Deferred tax assets and liabilities are measured using substantively enacted tax rates expected
to apply to taxable income in the years in which the temporary differences are expected to be
received or settled.

Minimum Alternate Tax (‘MAT’) credit is recognised as deferred tax asset only when and to
the extent there is convincing evidence that the Company will pay normal income tax during
the specified period. In the year in which the Company recognises MAT credit as an asset in
accordance with Ind AS 12, the said asset is created by way of credit to the Statement of Profit
and Loss and shown as “Deferred Tax”. The Company reviews the MAT Credit asset at each
reporting date and reduces to the extent that it is no longer probable that sufficient taxable
profit will be available to allow all or part of the MAT to be utilised.

2.14 Impairment of non-financial assets

The carrying amounts of assets are reviewed at each reporting date if there is any indication of
impairment based on internal / external factors. An impairment loss is recognised wherever the carrying
amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s
fair value less cost of disposals and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. Fair value is the price that
would be received to sell an asset or paid to transfer a liability in orderly transaction between market
participants at the measurement date. After impairment, depreciation is provided on the revised carrying
amount of the asset over its remaining useful life.

The Company bases its impairment calculation on detailed budgets and forecast calculations, which are
prepared separately for the Company Cash Generating Unit’s (CGU) to which the individual assets are
allocated. These budgets and forecast calculations generally cover a period of five years. For longer
periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year.

Impairment losses are recognised in the Statement of Profit & Loss in expense categories.
Incline Realty Private Limited
Notes Forming Part of Financial Statements

An assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. If such indication exists, the
Company estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss
is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable
amount since the last impairment loss was recognised. The reversal is limited so that the carrying
amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would
have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior
years.

2.15 Inventories

2.15.1 Construction materials and consumables

The construction materials and consumables are valued at lower of cost or net realisable value.
The construction materials and consumables purchased for construction work, issued to
construction are treated as consumed.

2.15.2 Construction work in progress

The construction work in progress is valued at lower of cost or net realisable value. Cost
includes cost of land, development rights, rates and taxes, construction costs, borrowing costs,
other direct expenditure, allocated overheads and other incidental expenses.

2.15.3 Finished stock of completed projects

Finished stock of completed projects and stock in trade of units is valued at lower of cost or net
realisable value.

2.16 Provisions and contingent liabilities

(i) A provision is recognised 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 discounted 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.

(ii) A disclosure for a contingent liability is made when there is a possible obligation or a present
obligation that may, but probably may not, require an outflow of resources. A contingent liability
Incline Realty Private Limited
Notes Forming Part of Financial Statements

also arises in extreme cases where there is a probable liability that cannot be recognised because it
cannot be measured reliably.

(iii) Where there is a possible obligation or a present obligation such that the likelihood of outflow of
resources is remote, no provision or disclosure is made.

2.17 Borrowing costs

Borrowing costs that are directly attributable to the acquisition / construction of qualifying assets or for
long - term project development are capitalised as part of their costs.

Borrowing costs are considered as part of the asset cost when the activities that are necessary to prepare
the assets for their intended use are in progress.

Borrowing costs consist of interest and other costs that Company incurs in connection with the
borrowing of funds. Other borrowing costs are recognised as an expense, in the period in which they are
incurred.

2.18 Employee benefits

2.18.1 Defined contribution plans

Retirement benefits in the form of contribution to provident fund and pension fund are charged
to the Statement of Profit and Loss.

2.18.2 Defined benefit plans

Gratuity is in the nature of a defined benefit plan.

Provision for gratuity is calculated on the basis of actuarial valuations carried out at reporting
date and is charged to the Statement of Profit and Loss. The actuarial valuation is computed
using the projected unit credit method.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling,
excluding amounts included in net interest on the net defined benefit liability and the return on
plan assets (excluding amounts included in net interest on the net defined benefit liability), are
recognised immediately in the Balance Sheet with a corresponding debit or credit to retained
earnings through OCI in the period in which they occur. Re-measurements are not reclassified
to profit or loss in subsequent periods.

2.18.3 Other employee benefits

Leave encashment is recognised as an expense in the Statement of Profit and Loss account as
and when they accrue. The Company determines the liability using the projected unit credit
Incline Realty Private Limited
Notes Forming Part of Financial Statements

method, with actuarial valuations carried out as at Balance Sheet date. Re - measurement gains
and losses are recognised in the statement of other comprehensive income.

2.19 Earnings per share

Basic earnings per share is calculated by dividing the net profit / (loss) for the year attributable to equity
shareholders (after deducting preference dividends and attributable taxes) by weighted average number
of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the net profit / (loss) for the year attributable to
equity shareholders and the weighted average numbers of shares outstanding during the year are adjusted
for the effects of all dilutive potential equity shares.

3. USE OF JUDGMENTS AND ESTIMATES

The preparation of financial statements in conformity with Ind AS requires management to make judgments,
estimates and assumptions that affect the reported amounts of assets, liabilities, income, expenses and
disclosures of contingent assets and liabilities at the reporting date. However, uncertainty about these
assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount
of the asset or liability affected in future periods.

Estimates and underlying assumptions are reviewed at each reporting date. Any revision to accounting
estimates and assumptions are recognised prospectively i.e. recognised in the period in which the estimate is
revised and future periods affected.

3.1 Significant management judgments

The following are significant management judgments in applying the accounting policies of the
Company that have a significant effect on the financial statements.

3.1.1 Revenue recognition of premises

Revenue is recognised using the percentage of completion method as construction progresses.


The percentage of completion is estimated by reference to the stage of the projects determined
based on the proportion of costs incurred to date and the total estimated costs to complete.

3.1.2 Classification of property

The Company determines whether a property is classified as investment property or as


inventory:

Inventory comprises property that is held for sale in the ordinary course of business.
Principally these are properties that the Company develops and intends to sell before or on
completion of construction.
Incline Realty Private Limited
Notes Forming Part of Financial Statements

3.1.3 Recognition of deferred tax assets

The extent to which deferred tax assets can be recognised is based on an assessment of the
probability of the Company’s future taxable income against which the deferred tax assets can
be utilized. In addition, significant judgment is required in assessing the impact of any legal or
economic limits or uncertainties in tax jurisdictions.

3.2 Estimates and assumptions

3.2.1 Classification of assets and liabilities into current and non-current

The management classifies the assets and liabilities into current and non-current categories
based on the operating cycle of the respective business / projects.

3.2.2 Impairment of assets

In assessing impairment, management estimates the recoverable amounts of each asset or CGU
(in case of non-financial assets) based on expected future cash flows and uses an estimated
interest rate to discount them. Estimation relates to assumptions about future cash flows and
the determination of a suitable discount rate.

3.2.3 Useful lives of depreciable / amortisable assets (Property, plant and equipments, and
intangible assets)

Management reviews its estimate of the useful lives of depreciable / amortisable assets at each
reporting date, based on the expected usage of the assets. Uncertainties in these estimates
relate to technical and economic obsolescence that may change the usage of certain assets.

3.2.4 Inventories

Inventory is stated at the lower of cost or net realisable value (NRV).

NRV for completed inventory property is assessed including but not limited to market
conditions and prices existing at the reporting date and is determined by the Company based
on net amount that it expects to realise from the sale of inventory in the ordinary course of
business.

NRV in respect of inventories under construction is assessed with reference to market prices
(reference to the recent selling prices) at the reporting date less estimated costs to complete the
construction, and estimated cost necessary to make the sale. The costs to complete the
construction are estimated by management.
Incline Realty Private Limited
Notes Forming Part of Financial Statements

3.2.5 Defined benefit obligation (DBO)

The cost of defined benefit gratuity plan and the present value of the gratuity obligation along
with leave salary are determined using actuarial valuations. An actuarial valuation involves
making various assumptions such as standard rates of inflation, mortality, discount rate,
attrition rates and anticipation of future salary increases. 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.

3.2.6 Fair value measurements

Management applies valuation techniques to determine the fair value of financial instruments
(where active market quotes are not available) and non-financial assets. This involves
developing estimates and assumptions consistent with how market participants would price the
instrument / assets. Management bases its assumptions on observable data as far as possible
but this may not always be available. In that case Management uses the best relevant
information available. Estimated fair values may vary from the actual prices that would be
achieved in an arm’s length transaction at the reporting date.
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

2. PROPERTY, PLANT AND EQUIPMENTS


(Rs. in Lakh)

Furniture & Office Plant &


Particulars Buildings Computers Total
Fixtures Equipments Machinery
Gross carrying value as at April 1, 2017 - 127.82 13.33 44.85 20.70 206.70
Additions 3.33 3.42 - 3.06 - 9.81
(Deductions) / (Disposals) - (1.72) (0.01) (15.24) - (16.97)
Gross carrying value as at March 31, 2018 3.33 129.52 13.32 32.67 20.70 199.54
Accumulated depreciation as at April 1, 2017 - 11.80 2.37 3.03 13.46 30.66
Depreciation for the year 1.09 13.43 2.52 3.59 6.78 27.41
(Deductions) / (Disposals) - (0.30) (0.01) (1.78) - (2.09)
Closing accumulated depreciation as at March 31, 2018 1.09 24.93 4.88 4.84 20.24 55.98
Net Carrying value as at March 31, 2018 2.24 104.59 8.44 27.83 0.46 143.56
The Company has no restrictions on the realisability of its Property Plant and Equipment and the same are free from any encumbrances.
(Rs. in Lakh)
Furniture & Office Plant &
Particulars Buildings Computers Total
Fixtures Equipments Machinery
Gross carrying value as at April 1, 2016 - 14.74 1.81 35.63 20.77 72.95
Additions - 113.58 11.52 20.45 - 145.55
(Deductions) / (Disposals) - (0.50) - (11.23) (0.07) (11.80)
Gross carrying value as at March 31, 2017 - 127.82 13.33 44.85 20.70 206.70

Accumulated depreciation as at April 1, 2016 - 4.66 0.54 1.29 6.56 13.05


Depreciation for the year - 7.16 1.83 3.92 6.93 19.84
(Deductions) / (Disposals) - (0.02) - (2.18) (0.03) (2.23)
Closing accumulated depreciation as at March 31, 2017 - 11.80 2.37 3.03 13.46 30.66
Net Carrying value as at March 31, 2017 - 116.02 10.96 41.82 7.24 176.04
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

3. OTHER FINANCIAL ASSETS


(Rs. in Lakh)

Long term (non-current) Short term (current)


March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Unsecured and considered good
Fixed deposit with banks, having remaining maturity for more than
96.32 - - -
twelve months (refer note 10)
96.32 - - -

4. DEFERRED TAX ASSETS (NET)


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Deferred tax liabilities


On depreciation (3.02) 3.02
On fair valuation of investments 0.04 0.73
Deferred tax assets
On other expenses 2.55 3.15
On carried forward losses 153.88 97.94
Deferred tax (assets) / liabilities (net) (159.41) (97.34)

Movement in deferred tax

(Rs. in Lakh)
Particulars Total
As at April 1, 2016 (97.40)
- to profit or loss 4.50
- to other comprehensive income (4.44)
As at March 31, 2017 (97.34)
- to profit or loss (65.83)
- to other comprehensive income 3.76
As at March 31, 2018 (159.41)

5. OTHER ASSETS
(Rs. in Lakh)

Long term (non-current) Short term (current)


March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Unsecured and considered good
Security deposits 54.00 51.73 - -
Other advances
Advance to vendor - - 2,125.93 1,877.61
Advances recoverable in cash or kind - - 3,728.95 3,348.11
Balance with government authorities - - 2,262.96 529.58

Others
Prepaid expenses 0.09 0.04 36.31 28.55
54.09 51.77 8,154.15 5,783.85

6. INVENTORIES
(Rs. in Lakh)
March 31, 2018 March 31, 2017

Works in progress 2,09,709.27 1,89,070.87


Finished goods 3,298.03 3,298.03
2,13,007.30 1,92,368.90

Inventory comprising of unsold identified units admeasuring 8,51,972 sq ft are mortgaged to a bank for availing term loan. (Refer note 14)
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

7. INVESTMENTS
(Rs. in Lakh)
March 31, 2018 March 31, 2017
Current
Quoted
Investment carried at fair value through profit or loss
Investment in mutual funds
Nil (954) units of Rs. 100 each of Birla Sun Life Cash Plus -
Direct Plan - Growth Option (954 Units having market value - 2.49
of Rs. 2.49 lakh is lien marked)
Nil (16,29,606) units of Rs. 100 each of DHFL Pramerica
Insta Cash Plus Fund - Direct Plan - Growth Option (16,29,606 - 3,444.28
units having
257 (Nil) market
units of Rs.value
1000ofeach
Rs. of
3,444.28 lakh isFund
Axis Liquid lien marked)
- Direct
Plan - Growth Option (257 units having market value of Rs. 4.96
lakh 4.96 -
is lien marked)
4.96 3,446.77
Aggregate amount of
Market value of quoted investments 4.96 3,446.77

8. TRADE RECEIVABLES
(Rs. in Lakh)
March 31, 2018 March 31, 2017

Unsecured and considered good 3,559.77 3,662.18


3,559.77 3,662.18
No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other
receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.
Trade receivables are non-interest bearing and are generally on terms as per the contract / agreement.

9. CASH AND CASH EQUIVALENTS


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Balances with banks 176.24 351.52


Cash on hand 0.35 0.35
Cheques on hand 58.24 -
234.83 351.87

10. OTHER BANK BALANCES


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Fixed deposit with banks, having remaining maturity for less than
- 818.25
twelve months
Fixed deposits with banks (lien marked) 96.32 -
Less : Amount disclosed under non-current asset (refer note 3) (96.32) -
- 818.25
234.83 1,170.12
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

11. CURRENT TAX ASSETS (NET)


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Income tax (net of provisions) 1,039.60 758.72


1,039.60 758.72

Note: Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate :

Particular March 31, 2018 March 31, 2017

Accounting Profit before Income Tax (302.30) 34.68


Tax on accounting profit at statutory income tax rate of 25.75% (March 31, 2017: 30.90%) - 10.36
Adjustment for disallowable expenses - (6.92)
Adjustment for allowable under Income Tax Act - 2.44
Others - (0.44)
Tax expense reported in the Statement of Profit and Loss (CurrentTax) - 5.44

12. SHARE CAPITAL


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Authorised share capital


50,00,000 (50,00,000) equity shares of Rs. 10 (Rupees ten only)
each 500.00 500.00
500.00 500.00

Issued, subscribed and paid up share capital


50,00,000 (50,00,000) equity shares of Rs. 10 (Rupees ten only)
each fully paid up 500.00 500.00
{Entire equity shares are held by Oberoi Realty Limited (holding
company) alongwith its nominees}
500.00 500.00

A. Reconciliation of shares outstanding at the beginning and at the end of the year

Equity shares
March 31, 2018 March 31, 2017
Particulars in No. Rs. in Lakh in No. Rs. in Lakh
At the beginning of the year 50,00,000 500.00 50,00,000 500.00
Add: Issue of fresh shares - - - -
At the end of the year 50,00,000 500.00 50,00,000 500.00

B. Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10 per share. Each shareholder of equity shares is entitled to one vote per share. The
Company declares dividends in Indian rupees. The dividend proposed, if any, by the Board of Directors is subject to the approval of the shareholders in the
ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all
preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

13. OTHER EQUITY


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Retained earnings
Opening balance (223.41) (238.21)
Profit / (Loss) during the year as per statement of profit and loss (236.47) 24.74
Items of other comprehensive income recognised directly in retained earnings
-Transfer to retained earnings of re - measurement gains /
10.72 (9.94)
(losses) on defined benefit plans, net of taxes
(449.16) (223.41)
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

14. BORROWINGS
(Rs. in Lakh)

Long term (non-current) Short term (current)

March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
i) Loan from related parties (refer note 29)
Unsecured
Loans from holding company* - - 36,276.97 51,832.49
- - 36,276.97 51,832.49
*Interest free and repayable on demand
ii) Debentures (refer below note a)
Secured
9.25% Reedemable Non-Convertible Debenture
250 (250) - Series V (Face value of Rs.1,00,00,000
24,992.50 24,986.04 1,013.70 1,006.17
(Rs.1,00,00,000) each fully paid up), redeemable on April 23, 2019
250 (250) - Series VI (Face value of Rs.1,00,00,000
24,985.39 24,979.24 1,013.70 1,006.17
(Rs.1,00,00,000) each fully paid up), redeemable on April 23, 2020
250 (250) - Series VII (Face value of Rs.1,00,00,000
24,978.40 24,972.49 1,013.70 1,006.17
(Rs.1,00,00,000) each fully paid up), redeemable on April 23, 2021

74,956.29 74,937.77 3,041.10 3,018.51

iii) Line of credit (refer below note b)


Secured
- Line of credit from bank - - 7,484.32 -
- - 7,484.32 -

Total (i+ii+iii) 74,956.29 74,937.77 46,802.39 54,851.00


Less: Current maturities of long term borrowings (refer note 17) (74,956.29) - - -
- 74,937.77 46,802.39 54,851.00
a) Terms of Redeemable Non-Convertible Debentures

In June 2016, the Company has issued 750 number 9.25% Redeemable Non-Convertible Debentures (NCDs) (Series V, VI, VII) of Rs. 100.00 lakh each
amounting to Rs. 75,000.00 lakh through private placement. The entire issue proceeds have been utilised in accordance with the objects of the issue.

The coupon rate is 9.25% p.a., payable semi-annually. The company has an option to redeem the Series VI and Series VII NCDs prior to the scheduled
redemption date mentioned above in one or more tranches, subject to payment of early redemption premium.

During the previous year ended March 31, 2017, debentures (Series III and IV) amounting to Rs. 35,000.00 lakh has been redeemed by the Company prior to its
scheduled redemption date.

Security

The Debentures are secured by (i) mortgage of the unsold identified residential units (inventories), (ii) charge on receivables and Escrow Account into which
receivables are deposited from the sale of flats and (iii) further secured by way of an irrevocable and unconditional corporate guarantee of the holding Company.
The security cover as required under the terms of the issue of the said Debentures is maintained.

b) During the year ended on March 31, 2018, the Company has availed working capital credit limit of Rs. 15,000.00 lakh from Axis Bank Ltd. for meeting
working capital requirement of its under construction projects. This credit limit carries a monthly interest of 8.90% p.a. (Base Rate+PLC) and as on March 31,
2018, Rs. 7,423.00 lakh was drawn by the Company. The said credit limit is for a period of 48 months with scheduled repayment of 25% at the end of each year,
from the date of first drawdown.

The Loan is secured by mortgage of the identified commercial units in one of the project of the holding company. The security cover as required under the terms
of the Loan is maintained.
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

15. TRADE PAYABLES


(In Rupees)
Long term (non-current) Short term (current)
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017

Trade payables (refer note 31)


Total outstanding dues of micro enterprises and small enterprises 4.74 - 21.37 2.91
Total outstanding dues of creditors other than micro enterprises
62.99 89.41 2,782.32 703.01
and small enterprises
67.73 89.41 2,803.69 705.92

Trade payables are non-interest bearing and are settled in accordance with the contract terms with the vendors.

16. PROVISIONS
(Rs. in Lakh)
Long term (non-current) Short term (current)
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017

Provision for employee benefits (refer note 28)


Provision for gratuity - - - 23.19
Provision for leave salary 9.39 9.87 0.40 0.32
9.39 9.87 0.40 23.51

17. OTHER FINANCIAL LIABILITIES


(Rs. in Lakh)
March 31, 2018 March 31, 2017
Financial liabilities measured at amortised cost
Current maturities of long term borrowings (refer note 14) 74,956.29 -

74,956.29 -

18. OTHER CURRENT LIABILITIES


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Billing in excess of revenue 99,830.92 74,984.11


Advance from customers 377.37 91.78
Other payables
Other deposits 1.00 -
Provision for expenses 841.72 1,407.60
Statutory dues 676.85 115.36
Other 35.40 22.77
1,01,763.26 76,621.62

19. REVENUE FROM OPERATIONS


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Other operating revenue 94.51 116.51


94.51 116.51
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

20. OTHER INCOME


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Interest income on
Bank fixed deposits 13.36 67.67
Others 0.03 0.05
Profit on sale of investments (net) 22.43 198.66
Profit on investments in mutual fund measured at fair value
- 1.49
through profit and loss account (net)
35.82 267.87

21. OPERATING COSTS


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Expenses incurred during the year


Land, development right and transferrable development rights 605.52 257.90
Materials, labour and contract cost 11,124.59 6,681.61
Rates and taxes 284.90 956.54
Professional charges 478.11 447.83

Allocated expenses to projects


Employee benefits expense 554.97 326.56
Other expenses 760.66 505.02
Finance cost 7,248.01 6,696.92
(A) 21,056.76 15,872.38
Less:
Transfer to current assets 398.58 281.75
(B) 398.58 281.75
(A-B) 20,658.18 15,590.63

22. CHANGES IN INVENTORIES


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Opening Stock
Opening balance of works in progress 1,89,070.87 1,76,767.58
Opening stock of finished goods 3,298.03 15.04
(A) 1,92,368.90 1,76,782.62

Closing Stock
Closing balance of works in progress 2,09,709.27 1,89,070.87
Closing stock of finished goods 3,298.03 3,298.03
(B) 2,13,007.30 1,92,368.90

(Increase) / decrease in inventories


of works in progress (20,638.40) (12,303.29)
of finished goods - (3,282.99)
(A-B) (20,638.40) (15,586.28)

23. EMPLOYEE BENEFITS EXPENSE


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Employee costs 663.09 442.81


Contribution to provident fund, gratuity and others 44.62 27.39
Staff welfare expenses 35.12 22.53
742.83 492.73
Less: allocated to project 554.97 326.56
187.86 166.17
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

24. FINANCE COST


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Interest expenses
Financial liabilites at amortised cost 7,248.01 6,697.42
7,248.01 6,697.42
Less: allocated to project 7,248.01 6,696.92
- 0.50

25. DEPRECIATION
(Rs. in Lakh)
March 31, 2018 March 31, 2017

Depreciation on property, plant and equipments 27.41 19.83


27.41 19.83

26. OTHER EXPENSES


(Rs. in Lakh)
March 31, 2018 March 31, 2017

Advertising and marketing expenses 69.49 88.31


Books and periodicals expenses 0.16 0.13
Brokerage expenses 413.97 281.75
Communication expenses 15.88 5.69
Conveyance and travelling expenses 16.83 20.90
Directors sitting fees 2.63 4.13
Donations 0.40 0.21
Electricity charges 41.76 50.68
Information technology expenses 8.87 8.82
Insurance charges 49.85 32.48
Hire charges 5.52 7.09
Legal and professional charges 6.62 2.77
Loss on sale / discarding of property, plant and equipments (net) 14.87 0.04
Membership and subscription charges 1.60 0.24
Miscellaneous expenses 44.03 12.22
Payment to auditor (refer note below) 7.00 7.13
Printing and stationery expenses 6.16 5.35
Rent expenses 111.18 4.52
Repairs and maintenance
Plant and machinery 0.12 0.40
Others 61.67 55.64
Security expenses 79.63 75.37
958.24 663.87
Less: allocated to project 760.66 505.02
197.58 158.85

Note : Payment to auditor


(Rs. in Lakh)
March 31, 2018 March 31, 2017
As auditor
Statutory audit fees (including Limited Review) 7.00 7.00
In other capacity
Other services - 0.13
7.00 7.13

27. EARNINGS PER SHARE (EPS)


(Rs. in Lakh)
March 31, 2018 March 31, 2017
Profit / (loss) after tax as per statement of profit and loss (236.47) 24.74
Weighted average number of equity shares for basic & diluted EPS (in No.) 50,00,000 50,00,000
Face value of equity share (Rs.) 10.00 10.00
Basic earnings per share (Rs.) (4.73) 0.49
Diluted earnings per share (Rs.) (4.73) 0.49
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

28. EMPLOYEE BENEFITS


(Rs. in Lakh)
March 31, 2018 March 31, 2017

A. Defined contribution plans


Employer’s contribution to provident fund 22.81 13.55
Employer’s contribution to pension fund 6.90 4.68
Labour welfare fund contribution for workmen 0.03 0.02

(Rs. in Lakh)
Gratuity Leave encashment
B. Defined benefit plans March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017

i) Changes in present value of obligations


Present value obligation at the beginning of the year 50.50 14.09 10.18 2.27
Interest cost 3.73 1.10 0.75 0.18
Service cost 13.17 8.90 3.47 7.78
Re-measurement (gain) / loss (23.90) 15.16 (4.47) (0.02)
Benefit paid - - (0.15) (0.03)
Employee's transfer 11.36 11.25 - -
Present value obligation at the end of the year 54.86 50.50 9.78 10.18

ii) Change in fair value of plan assets


Fair value of plan assets at the beginning of the year 27.31 13.99 - -
Return on plan asset 2.02 1.09 - -
Employer's Contribution 23.62 0.20
Return on plan assets , excluding amount recognised in net interest expense 1.72 0.78 - -
Benefit paid - - - -
Employee's transfer 11.36 11.25 - -
Closing balance of fair value of plan assets 66.03 27.31 - -

iii) Amount recognised in the balance sheet


Present value of obligation at the end of year 54.86 50.50 9.78 10.18
Fair value of plan assets at the end of the year 66.03 27.31 - -
Net assets / (liabilities) recognised in the balance sheet 11.17 (23.19) (9.78) (10.18)

iv) Expense recognised in statement of profit and loss


Current service cost 13.17 8.90 3.47 7.78
Interest cost 3.73 1.10 0.75 0.18
Return on plan assets (2.02) (1.09) - -
Re-measurement (gain) / loss - - (4.47) (0.02)
Expenses recognised in statement of profit and loss 14.88 8.91 (0.25) 7.94

v) Expense recognised in other comprehensive income


Re-measurement (gain) / loss (23.90) 15.16 - -
Return on plan assets, excluding amount recognised in net interest expense (1.72) (0.78) - -
(25.62) 14.38 - -
Total (income) / expenses (10.74) 23.29 (0.25) 7.94
Out of the above (income) / expenses
Recognised in proft and loss 14.88 8.91 (0.25) 7.94
Recognised in other comprehensive (income) (25.62) 14.38 - -

vi) Movement in the liability recognised in balance sheet


Opening net liability (23.19) (0.10) (10.18) (2.27)
Income / (expenses) as above 10.74 (23.29) 0.25 (7.94)
Contribution paid 23.62 0.20 0.14 0.03
Closing net assets / (liabilities) 11.17 (23.19) (9.79) (10.18)

vii) Classification of defined benefit obligations


Current portion *11,17 (23.19) (0.40) (0.31)
Non-current portion - - (9.39) (9.87)

* The current portion being asset is not recognised in the balance sheet on conservative basis.

Gratuity Leave encashment


March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Actuarial assumptions
Interest / discount rate 7.60% 7.40% 7.60% 7.40%
Annual expected increase in salary cost 8.00% 9.50% 8.00% 9.50%
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

C. General description of significant defined plans

Gratuity plan
Gratuity is payable to all eligible employees of the Company on death or on resignation, or on retirement after completion of five years of service.

Leave plan
Eligible employees can carry forward leaves in first month of financial year during tenure of service or encash the same on death, permanent disablement or resignation.

D. Broad category of plan assets relating to gratuity as a percentage of total plan assets as at

March 31, 2018 March 31, 2017

Government of India securities NIL NIL


High quality corporate bonds NIL NIL
Equity shares of listed companies NIL NIL
Property NIL NIL
Policy of insurance 100% 100%
Total 100% 100%

(Rs. in Lakh)
Gratuity Leave encashment
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Re-measurement (gains) and losses-experience history
(Gains) / losses on obligation due to change in assumption
Re-measurement (Gains) / losses on obligation due to change in demographic
(0.22) 2.77 0.03 0.39
assumption (e.g. employee turnover and mortality)
Re-measurement (Gains) / losses on obligation due to change in financial
(17.78) (0.70) (2.93) (0.13)
assumption (e.g. future increase in salary)
Re-measurement (gains) / losses on obligation due to
change in experience variance (i.e. actual experience vs
assumptions) (5.90) 13.09 (1.57) (0.28)
(23.90) 15.16 (4.47) (0.02)

Sensitivity analysis
A quantitative sensitivity analysis for significant assumption is follows:
(Rs. in Lakh)
March 31, 2018 March 31, 2017
Increase Decrease Increase Decrease
Gratuity
Discount Rate (- / + 1%) 46.02 65.72 42.44 60.48
Salary Growth Rate (- / + 1%) 65.60 45.95 60.17 42.51
Attrition Rate (- / + 50%) 53.69 56.10 48.98 52.21

Leave
Discount Rate (- / + 1%) 8.33 11.59 8.66 12.07
Salary Growth Rate (- / + 1%) 11.57 8.32 12.01 8.67
Attrition Rate (- / + 50%) 9.76 9.82 10.00 10.40

Expected employer's contribution in future years (Rs. in Lakh)


Gratuity Leave encashment
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017

1 year 0.14 0.90 0.40 0.32


Between 2 and 5 years 0.84 2.45 0.54 0.69
Between 6 and 10 years 2.23 2.41 0.39 0.53
Beyond 10 years 247.73 220.98 41.64 41.21
Total expected payments 250.94 226.74 42.97 42.75

The average duration of the defined benefit plan obligation at the end of the reporting period is 19 years (17 years).

Risk exposure

a. Asset volatility:
The plan liabilities are calculated using the discount rate set with reference to Government securities bond yields; if plan assets underperform this yield, this will create a deficit.

b. Change in Government securities bond yields:


A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans' bond holdings.
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

29. RELATED PARTY DISCLOSURES

A. Name of related parties and related party relationship

i) Related parties with whom control exists

Holding company Oberoi Realty Limited

ii) Other parties with whom transactions have taken place during the year

Key Management Personnel Tilokchand P Ostwal


Bherulal Choudhary

Fellow subsidiary Oberoi Constructions Limited


Kingston Property Services Limited

Entities where Holding company has significant influence Oasis Realty (AoP)

B. Related party transactions


(Rs. in Lakh)
Nature of transaction Name Entities where Holding company
Holding company Fellow subsidiary Key Management Personnel
has significant influence
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017

Corporate guarantee Oberoi Realty Limited - - - 75,000.00 - - - -

Loan received Oberoi Realty Limited - - 16,074.67 83,405.66 - - - -

Loan repaid Oberoi Realty Limited - - 31,630.19 1,31,799.80 - - - -

Purchase of assets Oberoi Constructions Limited - - - - 2.04 - - -

Recovery of expenses Oberoi Realty Limited - - 12.74 - - - - -

Sale of material Oberoi Constructions Limited - - - - 0.91 2.23 - -


Oberoi Realty Limited - - 3.59 - - - - -
Kingston Property Services
- - - - - 0.28 - -
Limited

Purchase of material Oasis Realty (AoP) - 1.30 - - - - - -


Incline Realty Private Limited

Notes forming part of financial statements for the year ended

(Rs. in Lakh)
Nature of transaction Name Entities where Holding company
Holding company Fellow subsidiary Key Management Personnel
has significant influence
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
Rent paid Oberoi Realty Limited - - 130.65 5.18 - - - -

Sale of assets Oberoi Realty Limited - - - 10.29 - - - -

Director sitting fees Tilokchand P Ostwal - - - - - - 1.70 2.05


Bherulal Choudhary - - - - - - 0.43 2.05

Amount received on behalf by Oberoi Realty Limited - - 0.36 - - - - -

Expenses paid on behalf of Oberoi Realty Limited - - - 0.01 - - - -

Reimbursement of expenses Oberoi Realty Limited - - - 43.42 - - - -

Debenture redemption Oberoi Realty Limited - - - 36,182.91 - - - -

C. Closing balances of related parties


(Rs. in Lakh)
Nature of transaction Name Holding company
March 31, 2018 March 31, 2017

Corporate guarantee taken Oberoi Realty Limited 78,036.13 74,571.73

Loan received Oberoi Realty Limited 36,276.97 51,832.49


Incline Realty Private Limited

Notes forming part of financial statements for the year ended

30. LEASES

The lease expenses for cancellable and non-cancellable operating leases was Rs. 111.18 lakh (Rs. 4.52 lakh) for the year ended March 31, 2018.

There is no future minimum lease payments under non-cancellable operating lease.

31. CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS


(Rs. in Lakh)
March 31, 2018 March 31, 2017

A. Summary details of contingent liabilities (to the extent not provided for)

Income-tax matters in dispute 57.53 17.68

B. Capital Commitments
Capital contracts (net of advances) - -

C. Other Litigations
The Company is subject to legal proceedings which have arisen in the ordinary course of business the impact of which is not quantifiable. These cases are pending with various
courts. After considering the circumstances and legal advice received, management believes that these cases will not adversely affect its financial statements.

32. DETAILS OF DUES TO MICRO, SMALL AND MEDIUM ENTERPRISES AS PER THE MICRO, SMALL AND MEDIUM
ENTERPRISES DEVELOPMENT ACT, 2006

(Rs. in Lakh)
March 31, 2018 March 31, 2017

The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year
- Principal amount 26.11 2.91
- Interest amount - -

- The amount of interest paid by the buyer in terms of section 16 of the


MSMED Act, 2006 along with the amounts of the payment made to the
supplier beyond the appointed day during each accounting year - -
- The amount of interest due and payable for the period of delay in
making payment (which have been paid but beyond the appointed
day during th period) but without adding the interest specified under
the MSMED Act, 2006. - -
- The amount of Interest accrued and remaining unpaid at the end of
each accounting period. - -
- The amount of further interest remaining due and payable even in the
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as
deductible expenditure under section 23 of the MSMED Act, 2006. - -

The amount of interest due and payable for the year due to delay in making payment under Micro, Small and Medium Enterprise Development Act, 2006 is Rs. Nil (Rs. Nil). No
interest is accrued / unpaid for the current year.

Dues to Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has
been relied upon by the auditors.
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

33. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

A. Accounting classification

The carrying value of financial instruments by categories is as follows:


(Rs. in Lakh)
Carrying Value
As at March 31, 2018 As at March 31, 2017
Particulars At Cost Fair Value Amotised Cost At Cost Fair Value Amotised Cost
through through
profit or loss profit or loss
Financial assets
Cash and cash equivalents - - 234.83 - - 351.87
Other bank balances - - - - - 818.25
Trade receivables - - 3,559.77 - - 3,662.18
Investments:
Investment in mutual funds - 4.96 - - 3,446.77 -
Other financial assets - - 96.32 - - -
- 4.96 3,890.92 - 3,446.77 4,832.30

Financial liabilities
Borrowings:
9.25% Redeemable Non-Convertible Debenture - - 77,997.39 - - 77,956.28
Line of credit - - 7,484.32 - - -
From holding company - - 36,276.97 - - 51,832.49
Trade payables - - 2,871.42 - - 795.33
- - 1,24,630.10 - - 1,30,584.10

B. Fair Values

The table which provides the fair value measurement hierarchy of the Company's assets and liabilities is as as follows:
(Rs. in Lakh)
March 31, 2018 Carrying Fair value
Value Level 1 Level 2 Level 3
Financial assets
Investments at fair value through profit or loss:
Investment in mutual funds 4.96 - 4.96 -
4.96 - 4.96 ############

Financial liabilities at amotised cost


Borrowings:
9.25% Redeemable Non-Convertible Debenture 77,997.39 - 79,062.00 -
Line of credit 7,484.32 - 7,423.00 -
85,481.71 - 86,485.00 -

(Rs. in Lakh)
March 31, 2017 Carrying Fair value
Value Level 1 Level 2 Level 3
Financial assets
Investments at fair value through profit or loss:
Investment in mutual funds 3,446.77 - 3,446.77 -
3,446.77 - 3,446.77 -

Financial liabilities at amotised cost


Borrowings:
9.25% Redeemable Non-Convertible Debenture 77,956.28 - 78,351.96 -
77,956.28 - 78,351.96 -

The management assessed that carrying amount of cash and cash equivalents, trade receivables, unsecured borrowings and
trade payable approximate their fair values largely due to the short-term maturities of these instruments.
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

33. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

C. Measurement of fair values

The table which shows the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used is as
follows:

Financial instruments measured at fair value

Type Valuation technique Significant


Sensitivity of the input to
unobservable
fair value
inputs
Range Change in discount rate by
500 basis points would
increase / (decrease) as
below (Rs. in Lakh)
Financial Liabilities: Discounted cash flow technique- The fair value is
- Non convertible debentures estimated considering net present value calculated using 8.3% to 8.6% 3,954 / (3,954)
- Line of credit discount rates derived from quoted prices of similar 10.9% 10 / (10)
instruments with similar maturity and credit rating that are Discount rate
traded in active markets, adjusted by an illiquidity factor

Transfers between Levels 1 and 2


There have been no transfers between Level 1 and Level 2 during the respective period presented above.

D. Financial risk management


The Company has exposure to the following risks arising from financial instruments:
▪ Credit risk ;
▪ Liquidity risk ; and
▪ Market 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 board of
directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies.
The committee reports regularly to the board of directors on its activities.

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 in which all employees understand their roles and obligations.

i. 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 investments in debt securities.

The carrying amount of the financial assets which represents the maximum credit exposure is as follows:

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However credit risk with regards to trade
receivable is almost negligible in case of its residential sale as the same is done to the fact that in case of its residential sell business it doesnot handover
possession till entire outstanding is received.

No impairment is observed on the carrying value of trade receivable.

Cash and cash equivalents

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy.
Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are
reviewed periodically by the Company and may be updated throughout the year. The limits are set to minimise the concentration of risks and therefore
mitigate financial loss through counterparty’s potential failure to make payments.
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

33. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

ii. 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 condition, without incurring unacceptable
losses or risking damage to the Company’s reputation.

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of surplus funds, bank
overdrafts, bank loans, debentures and inter-corporate loans.

The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company’s has access to
a sufficient variety of sources of funding.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted,
and include estimated interest payments and exclude the impact of netting agreements.
(Rs. in Lakh)
Contractual cash flows
March 31, 2018 Carrying More than 5
Within 1 Year 1-2 years 2-5 years
amount years
Borrowings:
9.25% Redeemable Non-Convertible Debenture 77,997.39 3,041.10 24,992.50 49,963.79
Line of credit 7,484.32 - - 7,484.32
Loan from related parties 36,276.97 36,276.97 - - -
Trade payables 2,871.42 2,803.69 67.73 - -
1,24,630.10 42,121.76 25,060.23 57,448.11 -

(Rs. in Lakh)
Contractual cash flows
March 31, 2017 Carrying More than 5
Within 1 Year 1-2 years 2-5 years
amount years
Borrowings:
9.25% Redeemable Non-Convertible Debenture 77,956.28 3,018.51 74,937.77
Loan from related parties 51,832.49 51,832.49 - - -
Trade payables 795.33 705.92 89.41 - -
1,30,584.10 55,556.92 89.41

iii. Market risk

Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will affect the
Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial
instruments including foreign currency receivables and payables and long term debt. We are exposed to market risk primarily related to
foreign exchange rate risk, interest rate risk and the market value of certain commodities. Thus, our exposure to market risk is a function of
investing and borrowing activities and revenue generating and operating activities. The objective of market risk management is to avoid
excessive exposure in our revenues and costs.

Currency risk

The Company is not exposed to currency risk on account of its borrowings and other payables in foreign currency. The functional currency of
the Company is Indian Rupee.
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

33. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in
fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the
future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

Exposure to interest rate risk

The Company’s interest rate risk arises from borrowings. Borrowings issued at fixed rates exposes to fair value interest rate risk. The interest
rate profile of the Company’s interest-bearing financial instruments as reported to the management of the Company is as follows.

(Rs. in Lakh)
Particulars March 31, 2018 March 31, 2017
Fixed-rate instruments
Borrowings 77,997.39 77,956.28
Floating-rate instruments
Borrowings 7,484.32 -
85,481.71 77,956.28

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore, a
change in interest rates at the reporting date would not affect profit or loss.

Fair value sensitivity analysis for Floating-rate instruments

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings
affected. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, is
as follows:
(Rs. in Lakh)
Increase/decrease Effect on profit
in basis points before tax*

31-Mar-18
INR - Increase 25 0.55
INR - Decrease 25 0.55

31-Mar-17
INR - Increase - -
INR - Decrease - -

*Gross without considering inventorisation of borrowing cost.

Commodity Price Risk

The Company's activities are exposed to steel and cement price risks and therefore its overall risk management program focuses on the
volatile nature of the steel and cement market, thus seeking to minimize potential adverse effects on the company’s financial performance on
account of such volatility. In order to manage its exposure to the risks associated with volatile commodity prices, the company enters into
base rate fixed remeasurable contract with contractor to mitigate the risk.
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

33. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

E. Capital Management

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and
to sustain future development of the business. Management monitors the return on capital as well as the level of dividends
to ordinary shareholders.

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 and
non interest bearing loans and borrowings, less cash and cash equivalents, excluding discontinued operations.

The Company’s adjusted net debt to equity ratio were as follows.


(Rs. in Lakh)
Particulars March 31, 2018 March 31, 2017
Borrowings 1,21,758.68 1,29,788.77
Less : Cash and cash equivalent 234.83 351.87
Adjusted net debt 1,21,523.85 1,29,436.90
Total equity 50.84 276.59
Adjusted equity 50.84 276.59
Adjusted net debt to adjusted equity ratio 2,390.32 467.97
Incline Realty Private Limited

Notes forming part of financial statements for the year ended

34. DISCLOSURE ON SPECIFIED BANK NOTES (SBNS)

During the previous year, the Company had specified bank notes or other denominiation notes as defined in the MCA notification G.S.R 308 (E) dated March 31, 2017 on the details
of Specified Bank Notes (SBNs) held and transacted during the period from November 8, 2016 to December 30, 2016, the denominations wise SBNs and other notes as per the
notification is given below :
(Rs. in Lakh)
Other
Particular SBNs* Total
denomination
Closing cash in hand as on Novemer 8, 2016 - 0.29 0.29
(+) Permitted receipts - 1.25 1.25
(-) Permitted payments - (1.19) (1.19)
(-) Amount deposited in Banks - - -
Closing cash in hand as on December 30, 2016 - 0.35 0.35

* For the purpose of this clause, the term 'Specified Bank Notes' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance,
Department of Economic Affairs number S.O. 3407(E), dated 8th November, 2016,

35. OTHER SUPPLEMENTARY INFORMATION

Disclosure in respect of the Guidance Note issued by Institute of Chartered Accountants of India on ‘Accounting for Real Estate

Transactions’.

(Rs. in Lakh)
Particulars March 31, 2018 March 31, 2017
For all the projects
Amount of project revenue recognised as revenue in the reporting period - -
For projects in progress
The Aggregate amount of costs incurred and profits recognised (Less
2,09,709.27 1,89,070.87
recognised losses) to date for projects in progress
The amount of advance received 377.37 91.78
The amount of Work-in-progress and the value of inventories 2,09,709.27 1,89,070.87
Excess of revenue recognised over actual bills raised (Unbilled revenue) - -

36. Since the operations of the Company involve only real estate segment and one geographical segment, the segment information as required by Ind AS 108 "Segment Reporting" is
not disclosed.

37. Previous year figures were audited by Chartered Accountant firm other than S R B C & CO LLP.

38. STANDARDS ISSUED BUT NOT YET EFFECTIVE

The amendments to standards that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The Company intends to
adopt these standards, if applicable, when they become effective.

The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) Amendment Rules, 2017 and Companies (Indian Accounting Standards)
Amendment Rules, 2018 amending the following standard:

Ind AS 115 Revenue from Contracts with Customers

Ind AS 115 was issued on 29 March 2018 and establishes a five-step model to account for revenue arising from contracts with customers. Under Ind AS 115, revenue is recognised at
an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

The new revenue standard will supersede all current revenue recognition requirements under Ind AS and the guidance note of real estate issued by ICAI. Ind AS 115 is applicable to the
Company for annual periods beginning on or after April 1, 2018.

Based on the preliminary discussion with legal experts, management believes that the contract satisfies the conditions of Ind AS 115 for recognition of revenue over time. Hence the
effects of applying Ind AS 115 on the financial statements will be immaterial.

39. Previous year figures have been regrouped, re-arranged and re-classified wherever necessary to conform to current year's classification.

As per our report of even date For and on behalf of the Board of Directors
For S R B C & CO LLP
Chartered Accountants
Firm Registration Number 324982E / E300003
Vikas Oberoi
Director
DIN 00011701

per Vinayak Pujare


Partner Saumil Daru Bhaskar Kshirsagar
Membership No.: 101143 Director cum Chief Financial Officer Company Secretary
Mumbai, April 24, 2018 DIN 03533268 M No. A19238

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