Mar 31, 2025
Provisions are recognized when the company has a present obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of
profit and loss. 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 recognized as a finance cost.
A contingent liability is disclosed in case of;
- a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle
the obligation;
- a present obligation arising from past events, when no reliable estimate is possible ;
- a possible obligation arising from past events, unless the probability of outflow of resources is remote.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
(i) Performance obligation in contracts with customers is met throughout the stay of guest in the hotel or on rendering of
services and sale of goods.
(ii) Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of
variable consideration) allocated to that performance obligation. The transaction price of services rendered is net of
variable consideration on account of various trade discounts and schemes offered by the Company as part of the
contract.
(iii) Interest income is accrued on a time proportion basis using the effective interest rate method.
Revenue from hospitality services is recognised when the services are rendered and the same becomes chargeable or
when collectability is certain. This includes room revenue and food and beverage revenue.
Membership fee consists of fees received from the Hyatt Club members. Membership joining fee is charged when the
customer enrolls for membership programmes and membership renewal fee is charged at the time of yearly renewal of the
membership. In respect of performance obligations satisfied over a period of time, revenue is recognised at the allocated
transaction price on a time-proportion basis.
The Company calculates income tax expense based on reported income. Deferred income tax expense is calculated based
on the differences between the carrying value of assets and liabilities for financial reporting purposes and their respective tax
basis that are considered temporary in nature. Valuation of deferred tax assets is dependent on management''s assessment
of future recoverability of the deferred benefit. Expected recoverability may result from expected taxable income in the
future, planned transactions or planned tax optimizing measures. Economic conditions may change and lead to a different
conclusion regarding recoverability.
The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognises a
right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except
for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. The lease
payments that are not paid at the commencement date are discounted using the incremental borrowing rate. The lease
payment includes fixed lease payment, variable lease payment, exercise price of purchase option, penalties for termination
of contract and any amount expected to pay.
Provident Fund: Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no
obligation, other than the contribution payable to the provident fund. The Company recognizes contribution payable to the
provident fund scheme as an expense, when an employee renders the related service.
Gratuity & Leave Encashment (Unfunded): Provision for gratuity and leave encashment are based on actuarial valuation
as on the date of the Balance Sheet. The valuation is done by an independent actuary using the projected unit credit
method. Remeasurements, 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 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.
Remeasurements are not reclassified to profit or loss in subsequent periods.
All employee benefits payable wholly within twelve months rendering services are classified as short term employee benefits.
Benefits such as salaries, wages, short-term compensated absences, performance incentives etc., and the expected cost
of bonus, ex-gratia are recognised during the period in which the employee renders related service.
Transactions in foreign currencies are initially recorded by the Company at their functional currency spot rates at the date
the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated
at the functional currency spot rates of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss.
The Board of Directors of the Company have proposed final dividend of Re. 1 per share (10%) which is subject to the
approval of the members in the ensuing Annual General Meeting. The dividend proposed is in accordance with Section 123
of the Act, as applicable.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The board of directors of Asian Hotels (East ) Limited generally assesses the financial performance and position of
the company, and makes strategic decisions.
?. Impairment of non-current assets- Ind AS 36 requires that the Company assesses conditions that could cause an asset
or a Cash Generating Unit (CGU) to become impaired and to test recoverability of potentially impaired assets. These
conditions include internal and external factors such as the Company''s market capitalization, significant changes in the
Company''s planned use of the assets or a significant adverse change in the expected prices, sales volumes or raw material
cost. The identification of CGUs involves judgment, including assessment of where active markets exist, and the level of
interdependency of cash inflows. CGU is usually the individual plant, unless the asset or asset group is an integral part of a
value chain where no independent prices for the intermediate products exist, a group of plants is combined and managed
to serve a common market, or where circumstances otherwise indicate significant interdependencies.
In accordance with Ind AS 36, goodwill and certain intangible assets are reviewed at least annually for impairment. If a
loss in value is indicated, the recoverable amount is estimated as the higher of the CGU''s fair value less cost to sell, or its
value in use. Directly observable market prices rarely exist for the Company''s assets, however, fair value may be estimated
based on recent transactions on comparable assets, internal models used by the Company for transactions involving the
same type of assets or other relevant information. Calculation of value in use is a discounted cash flow calculation based on
continued use of the assets in its present condition, excluding potential exploitation of improvement or expansion potential.
Determination of the recoverable amount involves management estimates on highly uncertain matters, such as commodity
prices and their impact on markets and prices for upgraded products, development in demand, inflation, operating expenses
and tax and legal systems. The Company uses internal business plans, quoted market prices and the Company''s best
estimate of commodity prices, currency rates, discount rates and other relevant information. A detailed forecast is developed
over the period of three years with projections thereafter. The Company does not include a general growth factor to volumes
or cash flows for the purpose of impairment tests, however, cash flows are generally increased by expected inflation and
market recovery towards previously observed volumes.
Rounding Off: For the purpose of rounding off the figures appearing in the Financial Statements for financial year ending
31.03.2025 the total income of the Company shall be considered instead of Turnover.
The preparation of the Company''s financial statements requires the management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures,
and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
The key assumptions concerning the future and other key sources of estimate uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year,
are described below:
Deferred tax assets are recognized for unused tax losses/MAT carry forward to the extent is possible that taxable profit
will be available against which the losses can be utilized. Significant management judgement is required to determine the
amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits
together with future tax planning strategies including amount expected to be paid / recovered for uncertain tax positions.
Property, Plant and Equipment represent a significant proportion of the asset base of the Company. The charge in respect
of periodic deprecation is derived after determining an estimate of an asset''s expected useful life and the expected residual
value at the end of its life. The useful lives and residual value of Companys'' assets are determined by the management at
the time the asset is acquired and reviewed periodically, including at each financial year end. The life based on historical
experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in
technical or commercial obsolescence arising from changes or improvements in production or from a change in market
demand of the products or service output of the asset.
The Company has applied significant judgment in determining that the 999-year leasehold land meets the criteria for
recognition as PPE instead of a lease under Ind AS 116, based on the substance of the arrangement as explained in Note
no. 3.
Post-employment benefits represents obligation that will be settled in future and require assumptions to project benefit
obligations. Post- employment benefit accounting is intended to reflect the recognition of future benefit cost over the
employee''s approximate service period, based on the terms of plans and the investment and funding decisions made. The
accounting require the Company to make assumptions regarding variables such as discount rate, rate of as at and for the
year ended March 31,2025.
When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based
on quoted prices in active markets, their fair value is measured using valuation techniques, including the discounted cash
flow model, which involve various judgements and assumptions.
Legal proceedings covering a range of matters are pending against the Company. Due to the uncertainty inherent in such
matters, it is often difficult to predict the final outcomes. The cases and claims against the Company often raise difficult
and complex factual and legal issues that are subject to many uncertainties and complexities, including but not limited to
the facts and circumstances of each particular case and claim, the jurisdiction and the differences in applicable law, in
the normal course of business. The Company consults with legal counsel and certain other experts on matters related to
lotogations. The Company accrues a liability when it is determined that an adverse outcome is probable and the amount of
the loss can be reasonably estimated. In the event an adverse outcome is possible or an estimate is not determinable, the
matter is disclosed.
NOTE : (1) The title deeds of the immovable property are in the name of the Company.
(2) The Company has taken land on a 999-year lease. The Company has evaluated its long-term land lease arrangements by
applying the principle of substance over form. In this case, the lease gives the Company full control of the land for a very
long period, there is no significant ownership interest left with the lessor, and a large payment was made upfront. Consid¬
ering these factors, the lease is similar in nature to owning the land. Therefore, the Company has treated the leasehold
land as property, plant and equipment (PPE).
Refer âStatement of changes in Equityâ for movement details
Description of nature and purpose of each reserve :-
a. Capital Redemption Reserve
It represents redemption of 1% cumulative Redeemable non-convertible preference shares transferred to the company pursuant
to the scheme of Arrangement & Demerger approved by the Hon''ble High Court of Delhi vide order dated 13-01-2010.
b. General Reserve
General Reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes.
General Reserve is created by a transfer from one component of equity to another and is not an item of Other Comprehensive
Income.
c. Retained earnings
Amount of retained earnings represents accumulated profit and losses of the Company as on reporting date. Such profi ts and
losses are after adjustment of payment of dividend, transfer to any reserves as statutorily required and adjustment for realised
gain/loss on derecognition of equity instruments measured at FVTOCI.
d. FVTOCI reserve has arisen out of measuring equity instruments through Other Comprehensive Income (OCI).
The carrying amount of financial assets and financial liabilities measured at amortised cost in the Financial Statements are a reasonable
approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from
the values that would eventually be received or settled.
The Company''s investment in the equity shares of its subsidiaries is recognised at cost.
The Company''s activities expose it to a variety of financial risks : market risk, liquidity risk and credit risk.
Market risk is the risk that the changes in market prices such as foreign exchange rates and equity prices will affect the Company''s
income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market
risk exposures within acceptable parameters, while optimising the return.
The Company is exposed to foreign exchange risk through its purchases from overseas suppliers and payment for services availed in
various foreign currencies. The Company pays off its foreign exchange exposure within a short period of time, thereby mitigates the
risk of material changes in exchange rate on foreign currency exposure.
The following table analyses foreign currency risk from financial instruments as of 31st March 2025 and 31st March 2024.
The Company''s investments in debt-oriented mutual funds are subject to market risk arising from changes in interest rates, credit
spreads, and liquidity conditions. An adverse movement in these factors may affect the net asset value (NAV) of such investments.
The Company monitors these risks periodically. Refer Note no. 5(b) for the exposure.
It 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 principle source of liquidity are cash and cash equivalent, cash flows
from operations and investment in mutual funds. The Company''s approach to managing liquidity is to ensure, as far as possible, that
it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company''s reputation. Typically the Company ensures that it has sufficient cash on
demand to meet expected short term operational expenses.
The table below provides details regarding the contractual maturities of financial liabilities as of March 31,2025:
Credit risk on Investments primarily include investments in liquid mutual fund units, quoted bonds and investment in subsidiaries.
Loans are provided to subsidiary and are in the nature of short term as the same is repayable on demand.
For the purpose of managing capital, Capital includes issued equity share capital and reserves attributable to the equity holders.
The objective of the company''s capital management are to:
- Safeguard their ability to continue as going concern so that they can continue to provide benefits to their shareholders.
- Maximisation the wealth of the shareholder.
- Maintain optimum capital structure to reduce the cost of the capital.
b) Defined benefit plans
i. Contribution to Gratuity fund
In accordance with Indian Accounting Standard 19, Employee Benefits, actuarial valuation was done in respect of the aforesaid
defined benefit plans based on the following assumptions: -
The discount rate and salary increase assumed are key financial assumptions and should be considered together; it is the difference
or âgap'' between these rates which is more important than the individual rates in isolation.
The discounting rate is based on the gross redemption yield on medium to long-term risk free investments. For the current valuation
a discount rate of 7.04 % p.a. compound, has been used.
The salary escalation rate usually consists of at least three components, viz. Regular increments, price inflation and promotional
increases. In addition to this any commitments by the management regarding future salary increases and the Company''s philosophy
towards employee remuneration are also to be taken into account. Again, a long- term view as to the trend in salary increase rates
has to be taken rather than be guided by the escalation rates experienced in the immediate past, if they have been influenced by
unusual factors.
1. The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the
estimated term of obligations.
2. The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion
and other relevant factors including supply and demand in the employment market.
3. The gratuity plan and earned leave is unfunded.
a. Retirement age : 58 years
b. Mortality rate : Published rates under Indian Assured Lives Mortality (IALM) Ultimate table
Description of Risk Exposures:
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is exposed to
various risks as follow :-
a) Salary Increases- Actual salary increases will increase the Plan''s liability. Increase in salary increase rate assumption in future
valuations will also increase the liability.
b) Discount Rate : Reduction in discount rate in subsequent valuations can increase the plan''s liability.
c) Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the
liabilities.
d) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at
subsequent valuations can impact Plan''s liability.
(i) The Company declared and paid a dividend of 25% for the FY 2023-24.
(ii) The Board has recommended a final dividend of Re. 1.00 per equity share (10%) for the FY 2024-25, subject to the approval of
members in the ensuing Annual General Meeting. The dividend proposed is in accordance with section 123 of the Companies
Act, 2013, as applicable.
The Company has entered into Operating lease agreements for letting out space. The lease agreements are made for specific period
as per agreement. Lease payments received recognized in the Statement of Profit & Loss for the year ended amounted to Rs 123.56
lakhs.
The future receipts for operating lease are as follows:
(i) Against above, for the Income Tax case pertaining to AY 2015-16, the company had deposited Rs 19 lakhs in the previous year,
under protest.
(ii) Against above, for the Income Tax case pertaining to AY 2020-21, the company has deposited Rs 75 lakhs in the current year,
under protest.
(iii) The Company is contesting the demands and the Management believe that its position is likely to be upheld in the appellate
process. No expense has been accrued in these financial statements for the demands raised by the authorities. The Management
believes that the ultimate outcome of this proceeding will not have a material adverse effect on the Company''s financial position.
Code on Social Security, 2020: The date of implementation of the Code on Social Security, 2020 (âthe Code'') relating to employee
benefits is yet to be notified by the Government and when implemented will impact the contributions by the Company towards benefits
such as Provident Fund, Gratuity etc. The Company will assess the impact of the Code and give effect in the financial results when
the Code and Rules thereunder are notified.
43. Exceptional items for the year-ended 31st March 2024 represents reversal of provision for VAT amounting to Rs 815.54 lakhs
relating to a demand by the WBVAT department which was quashed by the West Bengal Tax Tribunal (WBTT) by an order dated
04-08-2023.
44. (i) Pursuant to the order dated 9th January 2024 issued by the Hon''ble NCLAT, New Delhi Bench, and in accordance with the
arrangements entered into with the promoters of Asian Hotels (West) Ltd, New Delhi ("AHWL"), the Company''s material
wholly-owned subsidiary, Novak Hotels Pvt Ltd (âNovakâ), is in the process of acquiring the Hyatt Regency, Mumbai (âHRMâ)
from AHWL
Further, physical possession of the property was taken over by Novak. However, the legal formalities relating to the acquisition
is still pending, primarily due to non-fulfilment of a condition under the framework agreement signed with the promoters of
AHWL, which relates to the revocation of suspension of trading in the equity shares of AHWL.
In this regard, Novak Hotels has borrowed Rs. 40,294.94 lakhs from various group companies and other entities, including
an interest-bearing loan of Rs. 19,036.12 lakhs from the Company (the Interest amount was Rs 3,326.85 lakhs. The amount
deposited by Novak Hotels with the Hon''ble NCLAT, New Delhi Bench, in compliance with the directions of the Bench, has
been considered as an advance to AHWL and will be adjusted at the time of acquisition of HRM in the books of Novak.
(ii) GJS Hotels Ltd (âGJSâ), a wholly owned subsidiary of the Company, has filed a writ petition before the Hon''ble High Court of
Odisha, Cuttack, challenging the order dated 2nd November 2024 issued by the Government of Odisha through the General
Administration & Public Grievance Department. The said order pertains to the determination of the lease deed executed with
the Government and the resumption/taking over of possession of the leasehold land held by GJS in Bhubaneswar.
47. Pursuant to the provisions of Section 124 & 125 of the Companies Act, 2013 read with the Investor Education and Protection
Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), Rs. 4.59 lakhs and 11,444 shares have
been transferred to the IEPF for the dividend declared in the financial year ended 2016-17 and the respective shares whose
dividend remained unpaid or unclaimed for seven consecutive years. Further, Rs. 0.08 lakhs of F.Y 2016-17 and its 4,095 shares
of F.Y 2016-17 being restrained shares could not be transferred to the IEPF pursuant to Rule 6(3)(b) of the Rules, the due date
of transfer of which was September 02, 2024.
48. Estimated amount of Capital Contracts pending to be executed (Net of Advances) - Rs 47.33 lakhs (Previous Year -
Rs. 19.31 lakhs).
The Company has complied with the number of layers prescribed under clause 87 of section 2 of the Act read with Companies
(Restriction on number of Layers) Rules, 2017.
The Company do not have any transactions with company''s struck off during the period ending 31st March, 2025 and also for the
period ending 31st March, 2024.
The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
("Intermediaries") with the understanding, that the intermediary shall lend or invest in party identified by or on behalf of the
Company (Ultimate Beneficiaries) except as mentioned in Note no. 44(i) above.
The Company has not received any fund from any other person(s) or entity(ies), including foreign entities ("Intermediaries") with
the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or
on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like to or on behalf of the Ultimate
Beneficiaries.
The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company during
the period ending 31st March, 2025 and also for the period ending 31st March, 2024 for holding any Benami property.
The Company has not been declared willful defaulter by any bank or financial institution or any other lender.
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the
Income Tax Act, 1961, that has not been recorded in the books of account.
The borrowings obtained by the company from banks or financial institutions have been applied for the purposes for which such
loans were taken.
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period, during
the period ending 31st March, 2025 and also for the period ending 31st March, 2024.
The Company has not traded or invested in Crypto currency or Virtual Currency during the period ended 31st March, 2025 and
also for the period ended 31st March, 2024.
The Company has not revalued its property, plant and equipment or intangible assets or both during the current or previous
financial year.
60. Previous Year figures have been regrouped / reclassified, wherever necessary.
As per our Report of even date For and on behalf of the Board of Directors
Chartered Accountants Director Director
Firm Registration. No. 302049E DIN - 00339772 DIN - 00017985
Partner Director Director
Membership No. : 051505 DIN - 00053550 DIN - 03610903
Director Director
DIN - 09216561 DIN - 07778585
Place : Kolkata Chief Financial Officer Chief Legal Officer & Company Secretary
Date: 30th May 2025
Mar 31, 2024
Terms/rights attached to Equity Shares
The Company has only one class of equity shares having a par value of Rs 10 per share. Each holder of equity shares is entitled to one vote per share.
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.
(i) As per records of the Company, including its Register of shareholders/members, the above shareholding represents both legal and beneficial ownership of shares.
(ii) No ordinary shares have been reserved for issue under options & contracts/commitments for sale of shares/disinvestment as at the Balance Sheet date;
(iii) During the year-ended 31st March 2023, the Company issued 57,63,899 equity shares of Rs 10/- as Bonus to its shareholders in the ratio of one equity share of Rs. 10 each for every two equity shares of Rs.10 each held as on the record date, i.e. 7th October, 2022.
(iv) No shares have been bought back by the company during the period of 5 years preceding the date at which the Balance Sheet is prepared;
(v) No securities convertible into equity/preference shares have been issued by the Company during the year;
(vi) No calls are unpaid by any directors or officers of the Company during the year.
Description of nature and purpose of each reserve
General Reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General Reserve is created by a transfer from one component of equity to another and is not an item of Other Comprehensive Income.
Amount of retained earnings represents accumulated profit and losses of the Company as on reporting date. Such profi ts and losses are after adjustment of payment of dividend, transfer to any reserves as statutorily required and adjustment for realised gain/loss on derecognition of equity instruments measured at FVTOCI
c. Capital Redemption Reserve represents redemption of 1% cumulative Redeemable non-convertible preference shares transferred to the company pursuant to the scheme of Arrangement & Demerger approved by the Hon''ble High Court of Delhi vide order dated 13-01-2010.
d. FVTOCI reserve has arisen out of measuring equity instruments through Other Comprehensive Income (OCI).â
The Facility, all interest, additional interest, penal interest, thereon, costs, charges, expenses and all other monies in respect of
the Facility shall be secured by:
- First charge by way of Mortgage over entire piece and parcel of land ad-measuring ~ 6.0047 acres bearing plot number 1 in Block JA, under Sec-3, Bidhannangar in the District-North 24 Parganas, Kolkata, West Bengal - 700106, along with Structure (Hotel property named as Hyatt Regency Kolkata and any additional area, FSI available), including all borrower''s development rights, title, interest of the borrower on the property, claims, benefits, the amenities and car parking''s thereon, both present and future;
- First charge by way of hypothecation of entire moveable fixed assets exclusively financed by other Borrower (excluding vehicles and assets exclusively financed by other banks/FIs currently), including all loans and advances, accounts, insurance proceeds, receivables and ICD to Group companies, both present and future of the company;
- Pari-passu charge of entire Current assets of the Borrower (both present and future);
- Demand Promissory Note for Overdraft Limit.
(b) Terms of Repayment(i) For Axis Finance Limited
The loan is repayable in 60 structured Quarterly Instalments being:
4 Quarterly instalments of Rs. 60,00,000 each commenced from 30th April, 2024 and ended on 31st January, 2025;
1 Quarterly instalment of Rs. 72,00,000 for 30th April, 2025;
3 Quarterly instalments of Rs. 96,00,000 each commenced from 31st July, 2025 and ended on 31st January, 2026;
During the previous financial year, the Scheme of Arrangement for Demerger and Reduction of Capital (the âSchemeâ) filed by the Company and its erstwhile wholly owned subsidiary, Robust Hotels Private Limited (âRHPLâ) (the âresulting companyâ) now known as Robust Hotels Limited (âRHLâ), had been approved by the Honourable NCLT Chennai Bench and Kolkata Bench vide order dated 24th January, 2022 and 5th September, 2022 respectively. The said NCLT order was filed with the Registrar of Companies by the Company and RHPL on 21st September, 2022 thereby making the Scheme effective. Accordingly, all the assets and liabilities of the Securities Trading Unit of the Company were transferred and vested into Resulting company, Robust Hotels Private Limited with effect from 21st September, 2022 being the appointed date as per the Scheme.
A summary of key financial information in respect of the Securities Trading Unit in respective periods is given below:
This section explains the estimates and judgements made in determining the fair values of Financial Instruments that are measured at fair value and amortised cost and for which fair values are disclosed in financial statements. To provide an indication about reliability of the inputs used in determining the fair values, the company has classified its financial instruments into the three levels prescribed under accounting standards. An explanation of each level follows underneath the table:
Level 1 : includes financial Instrument measured using quoted prices (unadjusted) in active markets for identical assets and liabilities that the entity can access at the measurement date.
Level 2 : Includes financial Instruments which are not traded in active market but for which all significant inputs required to fair value the instrument are observable. The fair value is calculated using the valuation technique which maximises the use of observable market data.
Level 3: Includes those instruments for which one or more significant input are not based on observable market data.
The following table presents fair value hierarchy of assets and liabilities measured at fair value as of March 31,2024:
The carrying amount of cash and cash equivalents, other bank balances, trade receivables, loans, other financial assets, trade payables and other financial liabilities are considered to be the same as their fair value due to their short term nature and are close approximation of fair value.
The Company''s investment in the equity shares of its subsidiaries is recognised at cost.
33. Financial Risk Management Financial risk factors
The Company''s activities expose it to a variety of financial risks : market risk, liquidity risk and credit risk.
Market risk is the risk that the changes in market prices such as foreign exchange rates and equity prices will affect the Company''s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
The Company is exposed to foreign exchange risk through its purchases from overseas suppliers and payment for services availed in various foreign currencies. The Company pays off its foreign exchange exposure within a short period of time, thereby mitigates the risk of material changes in exchange rate on foreign currency exposure.
The following table analyses foreign currency risk from financial instruments as of 31st March 2024 and 31st March 2023.
The Company''s exposure to equity securities price risk arises from investments held by the Company and classified in the balance sheet as fair value through Other Comprehensive Income and Fair value through profit/loss. If the equity prices of quoted investments are 1% higher/ lower, the Other Comprehensive Income for the year ended March 31, 2024 would increase/ decrease by NIL (for the year ended March 31, 2023: increase/ decrease by NIL) and profit or loss for the year ended March 31, 2024 would increase/ decrease by Rs 0.44 lakhs (for the year ended March 31,2023: increase/ decrease by NIL)
It 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 principle source of liquidity are cash and cash equivalent, cash flows from operations and investment in mutual funds. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation. Typically the Company ensures that it has sufficient cash on demand to meet expected short term operational expenses.
Credit risk is the risk that counter party will not meet its obligation under a financial instrument leading to a financial loss. The company is exposed to credit risk from investments, trade receivables, cash and cash equivalents, loans and other financial assets. The Company''s credit risk is minimised as the Company''s financial assets are carefully allocated to counter parties reflecting the credit worthiness.
Credit risk on Investments primarily include investments in liquid mutual fund units and investment in subsidiaries. Loans are provided to subsidiary and are in the nature of short term as the same is repayable on demand.
For the purpose of managing capital, Capital includes issued equity share capital and reserves attributable to the equity holders.
The objective of the company''s capital management are to:
- Safeguard their ability to continue as going concern so that they can continue to provide benefits to their shareholders.
- Maximisation the wealth of the shareholder.
- Maintain optimum capital structure to reduce the cost of the capital.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and requirement of financial covenants. In order 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, loans and borrowings, less cash and cash equivalents.
In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the loans and borrowings that define capital structure requirements. There have been no breaches in the financial covenants of any loans and borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March 2024 and 31st March 2023.
35. Gratuity and other post-employment benefit plans
The Company has classified the various benefits provided to employees as under:-
a) Defined contribution plans
i. Provident fund
b) Defined benefit plans
i. Contribution to Gratuity fund
ii. Compensated absences Earned leave
In accordance with Indian Accounting Standard 19, Employee Benefits, actuarial valuation was done in respect of the aforesaid defined benefit plans based on the following assumptions: -Economic Assumptions
The discount rate and salary increase assumed are key financial assumptions and should be considered together; it is the difference or âgap'' between these rates which is more important than the individual rates in isolation.
The discounting rate is based on the gross redemption yield on medium to long-term risk free investments. For the current valuation a discount rate of 7.25 % p.a. compound, has been used.
The salary escalation rate usually consists of at least three components, viz. Regular increments, price inflation and promotional increases. In addition to this any commitments by the management regarding future salary increases and the Company''s philosophy towards employee remuneration are also to be taken into account. Again, a long- term view as to the trend in salary increase rates has to be taken rather than be guided by the escalation rates experienced in the immediate past, if they have been influenced by unusual factors.
1. The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of obligations.
2. The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.
3. The gratuity plan and earned leave is unfunded.
a. Retirement age : 58 years
b. Mortality rate : Published rates under Indian Assured Lives Mortality (IALM) Ultimate table Description of Risk Exposures:
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is exposed to various risks as follow :-
a) Salary Increases- Actual salary increases will increase the Plan''s liability. Increase in salary increase rate assumption in future valuations will also increase the liability.
b) Investment Risk - If Plan is funded then assets liabilities mismatch & actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.
c) Discount Rate : Reduction in discount rate in subsequent valuations can increase the plan''s liability.
d) Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.
e) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan''s liability.
(i) The Company declared and paid a dividend of 25% for the FY 2022-23.
(ii) The Board has recommended a final dividend of Rs 2.50 per equity share (25%), subject to the approval of members in the ensuing Annual General Meeting. The dividend proposed is in accordance with section 123 of the Companies Act, 2013, as applicable.
The Company has entered into Operating lease agreements for letting out space. The lease agreements are made for specific period as per agreement. Lease payments received recognized in the Statement of Profit & Loss for the year ended amounted to Rs 19.70 lakhs.
Since, the lease is an operating lease and not a finance lease, the Company is duly accounting the rental income in their books as per the requirements of Ind AS 116 which says that the lease rental in case of an operating lease should be recorded in a systematic manner over the period of the lease term.
The Company had entered into leave & license agreement for office premises in New Delhi. The lease agreements were made for specific period as per agreement. Lease payments paid are recognized in the Statement of Profit & Loss for the year ended amounted to Rs 15 lakhs for the period 01-04-2023 to 30-04-2023. The said leave & license agreement was terminated w.e.f. 1st May, 2023. Thus, there will be no future Payments for operating lease.
40. Corporate social responsibility (CSR) expenditure
As per section 135 of the Companies Act, 2013 and rules therein, the respective company incorporated in India are required to spend atleast 2% of average net profit of past 3 years towards Corporate Social Responsibility (CSR) subject to the applicability of the said section. Details of CSR expenditures as certified by the management of the company are as follows:-
41. As the Company is primarily engaged in only one segment of Hotel operation business, the disclosures of Segment reporting as required under Ind AS - 108 âOperating Segmentsâ are not applicable, and thus has been discontinued from the current financial year.
|
Amount in lakhs |
||
|
Contingent Liabilities |
31st March 2024 |
31st March 2023 |
|
Corporate Guarantee to IDBI Bank for Robust Hotels Pvt. Ltd. |
- |
500.00 |
|
Letter of Credit issued by IDBI Bank Ltd. in favour of West Bengal Electricity Distribution Company Limited |
195.00 |
195.00 |
|
Service Tax under the Finance Act, 1994 pertaining to F.Y. 2008-09 to F.Y. 2012-13 |
68.37 |
68.37 |
|
Sales Tax under West Bengal Sales Tax Act, 1994 pertaining to F.Y. 2012-13 |
56.83 |
56.83 |
|
VAT Under WBVAT Act 2003 for the F.Y 2011-12 (the Company has preferred an appeal against the demand) |
369.76 |
369.76 |
|
Foreign Trade Development Regulation Act. 1992 |
396.37 |
396.37 |
|
Income Tax Act, 1961 pertaining to A.Y. 2020-21 (the Company has preferred an appeal against the demand) (Refer note (ii) below) |
13,927.73 |
13,927.73 |
|
Income Tax Act, 1961 pertaining to A.Y. 2017-18 (the Company has preferred an appeal against the demand) |
69.61 |
- |
|
Income Tax Act, 1961 pertaining to A.Y. 2016-17 (the Company has preferred an appeal against the demand) |
117.54 |
117.54 |
|
Income Tax Act, 1961 pertaining to A.Y. 2015-16 (the Company has preferred an appeal against the demand) (Refer note (i) below) |
94.74 |
94.74 |
|
Performance Bank Guarantee of IDBI Bank Ltd given to G.A. Department, Odisha for GJS Hotels Limited |
350.00 |
350.00 |
(i) Against above, for the Income Tax case pertaining to AY 2015-16, the company had deposited Rs 19 lakhs in the previous year, under protest.
(ii) Against above, for the Income Tax case pertaining to AY 2020-21, the company has deposited Rs 75 lakhs in the current year, under protest.
Code on Social Security, 2020: The date of implementation of the Code on Social Security, 2020 (âthe Code'') relating to employee benefits is yet to be notified by the Government and when implemented will impact the contributions by the Company towards benefits such as Provident Fund, Gratuity etc. The Company will assess the impact of the Code and give effect in the financial results when the Code and Rules thereunder are notified.
44. (i) Exceptional items for the year-ended 31st March 2024 represents reversal of provision for VAT amounting to Rs 815.54 lakhs
relating to a demand by the WBVAT department which was quashed by the West Bengal Tax Tribunal (WBTT) by an order dated 04-08-2023.
(ii) Exceptional items for the year-ended 31st March 2023 represents gain on sale of 100% shares of Regency Convention Centre & Hotels Limited (RCC) to Mumbai International Airport Limited (MIAL).
45. Saraf group through its company Robust Hotels Ltd. (RHL), one of the major shareholder of Asian Hotels (West) Limited (âAHWLâ) entered into an agreement with AHWL and the other promoters of AHWL, to provide short term interest bearing loan to AHWL, which was under Corporate Insolvency Resolution Process to enable it to repay its existing debts in terms of the proposal submitted under section 12A of the Insolvency and Bankruptcy Code, 2016, before the Hon''ble National Company Law Appellate Tribunal for withdrawal of an insolvency application against it.
In order to execute the above agreement, Saraf group through its company Asian Hotel (East) Limited (AHEL) has formed a wholly owned subsidiary Novak Hotels Pvt Ltd. (âNovakâ) on 01-11-2023. Novak has borrowed Rs. 37,536.50 lakhs from various companies in the Saraf group, including interest bearing short-term loan of Rs. 19,525.08 lakhs from AHEL for onward submission of the agreed amount with Hon''ble National Company Law Appellate Tribunal as per the proposal submitted. The said loan would be treated as short term loan to AHWL as per the framework agreement entered by RHL.
Further, the above loan given by Novak has been secured through a charge/lien over the property of AHWL.
46. In accordance with the Indian Accounting Standard on âRelated Party Disclosuresâ (IndAS - 24), the disclosures in respect of Related Parties and transactions with them are as follows: -
Current liabilities - Current liabilities are a Company''s short-term financial obligations that are due within one year or within a normal operating cycle.
Current assets - Current assets represent all the assets of a company that are expected to be conveniently sold, consumed, used, or exhausted through standard business operations with one year.
Capital employed - Capital employed, also known as funds employed, is the total amount of capital used for the acquisition of profits by the Company.
Shareholderâs equity - Shareholder''s equity, also referred to as stockholders'' equity, is the shareholder''s residual claim on assets after debts have been paid. Shareholder equity is equal to a Company''s total assets minus its total liabilities.
Total Debt - Debt represents monies borrowed by the Group.
EBIT - EBIT stands for Earnings Before Interest and Taxes and is one of the last subtotals in the income statement before net income.
Equity - Equity, typically referred to as shareholders'' equity (or owners'' equity for privately held companies), represents the amount of money that would be returned to a company''s shareholders if all of the assets were liquidated and all of the company''s debt was paid off in the case of liquidation.
COGS - Cost of goods sold (COGS) refers to the direct costs of producing the goods sold by a company. COGS majorly include the cost of the materials and labour directly used to create the good.
48. Pursuant to the provisions of Section 124 & 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), Rs. 4.47 lakhs and 9,224 shares have been transferred to the IEPF for the dividend declared in the financial year ended 2015-16 and the respective shares whose dividend remained unpaid or unclaimed for seven consecutive years. Further, Rs. 0.08 lakhs of F.Y 2015-16 and its 4,130 shares of F.Y 2015-16 being restrained shares could not be transferred to the IEPF pursuant to Rule 6(3)(b) of the Rules, the due date of transfer of which was September 15, 2023.
49. Estimated amount of Capital Contracts pending to be executed (Net of Advances) - Rs 19.31 lakhs (Previous Year - Rs. 132.66 lakhs)
50. Notes on number of Layer Companies
The Company has complied with the number of layers prescribed under clause 87 of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
51. Relationship with Struck off Companies
The Company do not have any transactions with company''s struck off during the period ending 31st March, 2024 and also for the period ending 31st March, 2023.
52. Utilization of borrowed funds
The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (âIntermediariesâ) with the understanding, that the intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).
The Company has not received any fund from any other person(s) or entity(ies), including foreign entities (âIntermediariesâ) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
53. Details of Benami Property held
The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company during the period ending 31st March, 2024 and also for the period ending 31st March, 2023 for holding any Benami property.
54. Registration of charges or satisfaction with Registrar of Companies (ROC)
The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period, during the period ending 31st March, 2024 and also for the period ending 31st March, 2023.
55. Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the period ended 31st March, 2024 and also for the period ended 31st March, 2023.
56. Previous Year figures have been regrouped / reclassified, wherever necessary.
Mar 31, 2018
1.1 Company overview
Asian Hotels (East) Limited is a Public Limited Company listed with Bombay Stock Exchange and National Stock Exchange and is primarily engaged in the Hotel business through âHyatt Regency Kolkata" a five-star Hotel situated in the city of Kolkata.
1.2. Basis of preparation of financial statement
These financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convetion on the accrual basis except for certain financial instruments which are measured at fair values, and the provisions of the Companies Act , 2013 (''Act'') (to the extent notified). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.
The financial statements are approved for issue by the Company''s Board of Directors on May 09 , 2018
1.3 Functional & Presentation Currency
These Financial statements are presented in Indian Rupees (INR) which is also the company''s functional currency.
1.4 Use of estimates
The preparation of the financial statements in conformity with Ind AS requires management to make estimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. Although these estimates are based on the management''s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the financial statements.
* The Company maintains an overdraft account and has given revolving letter of credit to West Bengal State Electricity Distribution Company Limited secured against fixed deposits.
**Transfer of unclaimed dividend and shares to the IEPF
Pursuant to the provisions of Section 124 & 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), ? 4,09,623/- and 73,623 shares have been transferred to the IEPF for the dividend declared in the financial year ended 2009-10 and the respective shares whose dividend remained unpaid or unclaimed for seven consecutive years. Further, 11 2,390/- and its respective 4,130 shares being restrained shares could not be transferred to the IEPF pursuant to Rule 6(3)(b) of the Rules, the due date of transfer of which was November 4, 2017.
Terms/rights attached to Equity Shares
The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share.
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.
Fair value hierarchy
This section explains the estimates and judgements made in determining the fair values of Financial Instruments that are measured at fair value and amortised cost and for which fair values are disclosed in financial statements. To provide an indication about reliability of the inputs used in determining the fair values, the company has classified its financial instruments into the three levels prescribed under accounting standards. An explanation of each level follows underneath the table:
Level 1 : Includes financial Instrument measured using quoted prices (unadjusted) in active markets for identical assets and liabilities that the entity can access at the measurement date.
Level 2 : Includes financial Instruments which are not traded in active market but for which all significant inputs required to fair value the instrument are observable. The fair value is calculated using the valuation technique which maximises the use of observable market data.
Level 3: Includes those instruments for which one or more significant input are not based on observable market data.
The carrying amount of cash and cash equivalents, trade receivables, loans, other financial assets, trade payables and other financial liabilities are considered to be the same as their fair value due to their short term nature and are close approximation of fair value. The Company''s investment in the equity shares of its subsidiaries is recognised at cost. The company has elected to apply previous GAAP carrying amount of its equity investment in subsidiaries as deemed cost as on the date of transition to Ind AS
2. FINANCIAL RISK MANAGEMENT
Financial risk factors
The Company''s activities expose it to a variety of financial risks : market risk, liquidity risk and credit risk.
Market risk
The primary market risk to the Company is foreign exchange risk. The Company is exposed to foreign exchange risk through its purchases from overseas suppliers and payment for services availed in various foreign currencies. The Company pays off its foreign exchange exposure within a short period of time, thereby mitigates the risk of material changes in exchange rate on foreign currency exposure.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with its financial liabilities. The Company''s principle source of liquidity are cash and cash equivalent, cash flows from operations and investment in mutual funds. The Company has no outstanding bank borrowings as on 31st March 2018. The Company believes that working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
Credit risk on cash and cash equivalent is limited as the Company generally invest in deposits with nationalised banks. Investments primarily include investments in liquid mutual fund units, quoted bonds and investment in subsidiaries. Loans are provided to subsidiary and are in the nature of short term as the same is repayable on demand.
3. CAPITAL MANANGEMENT
For the purpose of managing capital, Capital I ncludes issued equity share capital and reserves attributable to the equity holders. The objective of the company''s capital management are to:
- Safeguard their ability to continue as going concern so that they can continue to provide benefits to their shareholders.
- Maximising the wealth of the shareholder.
- Maintain optimum capital structure to reduce the cost of the capital.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and requirement of financial covenants. In order 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, loans and borrowings , less cash and cash equivalents.
In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the loans and borrowings that define capital structure requirements. There have been no breaches in the financial covenants of any loans and borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2018 and 31 March 2017.
4. As the Company is engaged in only one segment of Hotel Business, the disclosure requirements of Accounting Standard (Ind AS-108) on âOperating Segment" are not applicable. Further the Company operates only in India; hence additional information under geographical segments is also not applicable.
The Joint Managing Director of the Company has been identified as the Chief Operating Decision Maker ( CODM).
The Chief Operating Decision Maker also monitors the operating results as one single segment for the purpose of making decisions about resource allocation and performance assessment and hence, there are no additional disclosures to be provided other than those already provided in the financial statements.
5. In the opinion of the Board, all the assets of the Company have a value on realization in ordinary course of business at least equal to the amount at which they are stated. Therefore, the Company has not recognised any loss on impairment in respect of any of the assets of the Company. In respect of subsidiaries, such decision is based on the audited accounts of the subsidiaries.
b) Defined benefit plans
i. Contribution to Gratuity fund
ii. Compensated absences Earned leave
In accordance with Indian Accounting Standard 19, Employee Benefits, actuarial valuation was done in respect of the aforesaid defined plans based on the following assumptions: -
Economic Assumptions
The discount rate and salary increases assumed are key financial assumptions and should be considered together; it is the difference or âgap'' between these rates which is more important than the individual rates in isolation.
Discount Rate
The discounting rate is based on the gross redemption yield on medium to long-term risk free investments. For the current valuation a discount rate of 7.80 % p.a. compound, has been used.
Salary Escalation Rate
The salary escalation rate usually consists of at least three components, viz. Regular increments, price inflation and promotional increases. In addition to this any commitments by the management regarding future salary increases and the Company''s philosophy towards employee remuneration are also to be taken into account. Again a long- term view as to the trend in salary increase rates has to be taken rather than be guided by the escalation rates experienced in the immediate past, if they have been influenced by unusual factors.
Notes:
1. The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of obligations.
2. The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.
3. The gratuity plan and earned leave is unfunded.
Demographic assumptions:
a. Retirement age : 58 years
b. Mortality rate : Published rates under Indian Assured Lives Mortality (IALM) Ultimate table
6. The disclosures relating to Micro, Small & Medium Enterprises Development Act, 2006 are as under :-
i. The amount due to Micro and Small Enterprises as defined in âThe Micro, Small and Medium Enterprises Development Act, 2006" has 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.
7. Estimated amount of Capital Contracts pending to be executed (Net of Advances â Rs.11,85,900 (Previous Year â Rs. Nil/-)
8. As on date, the Company holds 91,652 Equity shares of Rs 10 each of its subsidiaries, Regency Convention Centre and Hotels Limited (RCC), representing 58.99% of the paid up capital of RCC. Apart from the above, the Company had also made an advance of Rs.33,448,275 for acquiring further shares of RCC from their existing shareholders and paid advanes to RCC amounting to Rs.1,44,00,474 up to the Balance Sheet date which has been disclosed as current loans and advances.
Principal assets of Regency Convention Centre and Hotels Limited (RCC) comprise of an interest in a piece of land near CSI Airport at Mumbai. The RCC has filed Suit No. 6846 of 1999 in the High Court of Judicature at Bombay against the Airports Authority of India (AAI) & Ors. for specific performance of the agreement to lease 31,000 sq.mtrs. of land at village-Sahar, Andheri (East), Mumbai in its favour for construction of a five star hotel cum convention centre. The recording of evidence of the RCC''s witness and the Defendants Nos. 2 to 16 have already been concluded and closed. The suit is pending of recoding of evidence of Defendant No. 1 i.e., AAI and for final arguments. Parties have asked the Court to expedite the matter.
Further, the RCC continues to engage in the dialogues with the parties concerned to amicably settle the disputes and exploring all available options. Considering the nature of dispute & involvement of all parties concerned, the settlement is a complex & difficult one, however, the RCC is hopeful of a positive outcome of its efforts.
9. The timing difference relating mainly to depreciation and unabsorbed losses result in net deferred credit as per IND AS 12 âIncome Taxes". As a prudent measure the net Deferred Tax Assets'' relating to the above has not been recognized in the financial statements.
10. The resolution for approval of the Scheme of Arrangement under Sections 230-232 of the Companies Act, 2013 between GJS Hotels Limited (GJSHL), the Company, Robust Hotels Private Limited ( RHPL ) and their respective Shareholders (the Scheme) was approved at the respective meetings of Equity Shareholders and Unsecured Creditors of the Company on Wednesday, 21st February, 2018 in terms of an Order dated 21st December, 2017 as modified by an Order dated 4th January, 2018 of the Hon''ble National Company Law Tribunal, Kolkata Bench. On 28th March 2018, the Scheme was filed with NCLT, Kolkata Bench for its sanction w.e.f 31 st March 2016 being the Appointed Date of the Scheme.
On the Scheme becoming sanctioned & effective in a future date, 43,00,000 12% Cumulative Redeemable Preference Shares of Rs.100/- issued by RHPL shall stand appropriated towards 3,20,35000 Equity Shares of Rs.10/- each credited as fully paid up in the Company at a premium of Rs.10/- per share & 1,55,00,000 0.1% Unsecured Cumulative Non-Convertible Debentures of Rs.100/- each issued by RHPL shall stand appropriated towards 3,79,75,000 Equity Shares of Rs.10/-each, credited as fully paid up, at a premium of Rs.10/- per share in GJSHL with effect from the Appointed Date & subsequently the Demerged Undertaking of the Company''s wholly owned subsidiary GJSHL shall stand demerged to the Company and accordingly RHPL shall become wholly owned subsidiary of the Company.
11. Pursuant to the effectiveness of an Order of Calcutta High Court dated 23rd August, 2016 on the Scheme of Amalgamation involving the Company and Forex Finance Private Limited, the Company has become a shareholder of Asian Hotels (West) Limited (AHWL) & holding 4.58% of its paid-up equity share capital.
However, the above shares has become restrained due to an ex-parte Delhi High Court Order dated 19th August, 2015 wherein the court has asked the parties including the Company to maintain status quo on the shares and the Company is injuncted from exercising voting rights arising from the said shares. The Company has challenged the Order and has taken necessary legal actions to protect its rights. The matter is pending before Delhi High Court and the Company is hopeful of a positive outcome.
12. Previous Year figures have been regrouped / reclassified, wherever necessary to confirm to current year''s classification.
Mar 31, 2017
1 First-time adoption of Ind-AS
These are the company''s first financial statements prepared in accordance with Ind AS. For the year ended 31st March 2016, the company had prepared its financial statements in accordance with Companies (Accounting Standard) Rules 2006, notified under Section 133 of the Act and other relevant provisions of the Act (previous GAAP).
The accounting policies set out in note 1.5 have been applied in preparing the financial statements for the year ended 31 March 2017, including the comparative information for the year ended 31 March 2016 and then opening Ind AS balance sheet on the date of transition i.e. 1st April 2015.
In preparing its Ind AS balance sheet as at 1st April 2015 and in presenting the comparative information for the year end 31st March 2016, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the previous GAAP. An explanation of how the transition from previous GAAP to Ind AS has affected the Company''s Balance Sheet and Statement of Profit and Loss, is set out in note 2.2, 2.3 & 2.4.
Exemptions and exceptions availed
Exemptions
Deemed Cost
Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. Accordingly, the Company has elected to measure all of its property, plant and equipment at previous I GAAP value.
Investments in subsidiaries
The company has elected to apply previous GAAP carrying amount of its equity investment in subsidiaries as deemed cost as on the date of transition to Ind AS. However, the debt instruments in subsidiaries, associates and joint ventures are recognized at fair value.
Estimates
The estimates at 1 April 2015 and at 31 March 2016 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from the following items where application of Indian GAAP did not require estimation:
FVTOCI - equity shares Amortized cost - debt securities
Impairment of financial assets based on expected credit loss model.
The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at 1 April 2015, the date of transition to Ind AS and as of 31 March 2016.
Exceptions
Classification and measurement of financial assets
The company has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances that exists at the date of transition to Ind -AS.
Explanations for reconciliation of Balance Sheet as previously reported under IGAAP to INDAS Investments
Investments in units of mutual funds and equity shares are carried at fair value through profit &loss in Ind AS compared to being carried at cost under IGAAP.
Provisions
Under previous GAAP, dividends proposed by the board of directors after reporting date but before the approval of financial statements were considered to be adjusting event and accordingly recognized (along with related dividend distribution tax) as liabilities at the reporting date. Under Ind AS, dividends so proposed by the board are considered to be non adjusting event. Accordingly, provision for proposed dividend and dividend distribution tax recognized under previous GAAP has been reversed.
Other equity
Adjustments to retained earnings have been made in accordance with Ind AS, for the above mentioned line item.
Explanations for reconciliation of Balance Sheet as previously reported under IGAAP to INDAS Investments
Investments in units of mutual funds and equity shares are carried at fair value through profit &loss in Ind AS compared to being carried at cost under IGAAP.
Provisions
Under previous GAAP, dividends proposed by the board of directors after reporting date but before the approval of financial statements were considered to be adjusting event and accordingly recognized (along with related dividend distribution tax) as liabilities at the reporting date. Under Ind AS, dividends so proposed by the board are considered to be non adjusting event. Accordingly, provision for proposed dividend and dividend distribution tax recognized under previous GAAP has been reversed.
Other equity
Adjustments to retained earnings have been made in accordance with Ind AS, for the above mentioned line item.
Explanations for reconciliation of Statement of profit & loss as previously reported under IGAAP to INDAS Other Income
Adjustments reflect impact of valuation of investments in units of mutual fund and equity shares at fair value through profit & loss account as per Ind AS 109.
Employee benefits expenses
As per Ind AS 19 - Employee Benefits, actuarial gains and losses are recognized in other comprehensive income as compared to being recognized in the statement of profit and loss under IGAAP.
Tax expense
Tax component of actuarial gain and losses which is transferred to other comprehensive income under Ind As.
2. FINANCIAL RISK MANAGEMENT Financial risk factors
The Company''s activities expose it to variety of financial risks: market risk, liquidity risk and credit risk.
Market risk
The primary market risk to the Company is foreign exchange risk. The Company is exposed to foreign exchange risk through its purchases from overseas suppliers and payment for services availed in various foreign currencies. The Company pays off its foreign exchange exposure within a short period of time, thereby mitigates the risk of material changes in exchange rate on foreign currency exposure.
The following table analyses foreign currency risk from financial instruments as of 31st March 2017 and 31st March 2016.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with its financial liabilities.
The Company''s principle source of liquidity are cash and cash equivalent, cash flows from operations and investment in mutual funds. The Company has no outstanding bank borrowings as on 31st March 2017. The Company believes that working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
Credit Risk
Credit risk is the risk that counter party will not meet its obligation under a financial instrument leading to a financial loss. The company is exposed to credit risk from investments, trade receivables, cash and cash equivalents, loans and other financial assets. The Company''s credit risk is minimized as the Company''s financial assets are carefully allocated to counter parties reflecting the credit worthiness.
Credit risk on cash and cash equivalent is limited as the Company generally invest in deposits with nationalized banks. Investments primarily include investments in liquid mutual fund units, quoted bonds and investment in subsidiaries. Loans are provided to subsidiary and are in the nature of short term as the same is repayable on demand.
3. CAPITAL MANAGEMENT
For the purpose of managing capital, Capital includes issued equity share capital and reserves attributable to the equity holders.
The objective of the companyâs capital management is to:
- Safeguard their ability to continue as going concern so that they can continue to provide benefits to their shareholders.
- Maximize the wealth of the shareholder.
- Maintain optimum capital structure to reduce the cost of the capital.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and requirement of financial covenants. In order 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, loans and borrowings, less cash and cash equivalents.
In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the loans and borrowings that define capital structure requirements. There have been no breaches in the financial covenants of any loans and borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2017 and 31 March 2016.
4. As per MCA notification G.S.R. 308(E) dated March 30, 2017, the details of Specified Bank Notes (SBNs) and other bank notes held and transacted during the period 08/11/2016 to30/12/2016 is as under;
5. As the Company is engaged in only one segment of Hotel Business, the disclosure requirements of Accounting Standard (Ind AS-108) on âOperating Segment" are not applicable. Further the Company operates only in India; hence additional information under geographical segments is also not applicable.
The Joint Managing Director of the company has been identified as The Chief Operating Decision Maker (CODM). The Chief Operating Decision Maker also monitors the operating results as one single segment for the purpose of making decisions about resource allocation and performance assessment and hence, there are no additional disclosures to be provided other than those already provided in the financial statements.
No Customer individually accounted for more than 10% of the revenue in the year ended March 31, 2017 and March 31, 2016.
6. In the opinion of the Board, all the assets of the Company have a value on realization in ordinary course of business at least equal to the amount at which they are stated. Therefore, the Company has not recognized any loss on impairment in respect of any of the assets of the Company. In respect of subsidiaries, such decision is based on the audited accounts of the subsidiaries.
In accordance with Indian Accounting Standard 19, Employee Benefits, actuarial valuation was done in respect of the aforesaid defined plans based on the following assumptions: -
Economic Assumptions
The discount rate and salary increases assumed are key financial assumptions and should be considered together; it is the difference or gap'' between these rates which is more important than the individual rates in isolation.
Discount Rate
The discounting rate is based on the gross redemption yield on medium to long-term risk free investments. For the current valuation a discount rate of 7.35 % p.a. compound, has been used.
Salary Escalation Rate
The salary escalation rate usually consists of at least three components, viz. Regular increments, price inflation and promotional increases. In addition to this any commitments by the management regarding future salary increases and the Company''s philosophy towards employee remuneration are also to be taken into account. Again a long- term view as to the trend in salary increase rates has to be taken rather than be guided by the escalation rates experienced in the immediate past, if they have been influenced by unusual factors.
7. As on date, the Company holds 91,652 Equity shares of Rs. 10 each of its subsidiaries, Regency Convention Centre and Hotels Limited (RCC), representing 58.99% of the paid up capital of RCC. Apart from the above, the Company had also made an advance of ^33,448,275 for acquiring further shares of RCC from their existing shareholders and paid advances to RCC amounting to ?13,970,474 up to the Balance Sheet date which has been disclosed as current loans and advances.
Principal assets of Regency Convention Centre and Hotels Limited (RCC) comprise of an interest in a piece of land near CSI Airport at Mumbai. Such interest being the subject matter of dispute is pending at the High Court of Judicature at Bombay as RCC has filed Suit No. 6846 of 1999 in the High Court of Judicature at Bombay against the Airports Authority of India (AAI) & Ors. for specific performance of the agreement to lease 31,000 sq.mtrs. of land at village-Sahar, Andheri (East), Mumbai in its favour for construction of a five star hotel cum convention centre. The recording of evidence of RCC''s witness and the Defendants Nos. 2 to 16 have already been concluded and closed. The suit is pending for recoding of evidence of Defendant No. 1 i.e., AAI and for final arguments. Parties have asked the Court for expediting the matter.
Regarding Agreement dated 24th July, 2015 which was entered into with Mumbai International Airport Private Limited (MIAL) by RCC for allotment of an alternate pocket of land admeasuring 9776 sq.mtrs. at CSI Airport, Mumbai to amicably settle the disputes in terms of the decision of the AAI Board, AAI did not approve the Agreement to ultimately settle the disputes when the discussion of settlement had taken place before the Court leaving RCC with no options but continue to involve in the litigation. However, RCC has resumed dialogues with the parties concerned to amicably settle the disputes as per the AAI Board''s earlier decisions and presently exploring all available options. RCC is hopeful of a positive outcome of its efforts.
As per the terms of agreement with the RCC and its shareholders, the Company has to make additional payment for acquiring the balance shares of RCC, the amount of which is unascertainable and dependent on the outcome of the dispute pending in the Bombay High Court.
8. In accordance with the Indian Accounting Standard on âRelated Party Disclosures" (Ind AS-24), the disclosures in respect of Related Parties and transactions with them are as follows: -
Related Party Disclosures
(i) List of Related Parties
(a) Subsidiaries:
GJS Hotels Limited, wholly owned Subsidiary Company
Regency Convention Centre & Hotels Limited
Robust Hotels Private Limited (subsidiary of GJS Hotels Limited)
(b) Key Management Personnel:
Mr. Radhe Shyam Saraf, Chairman
Mr. Arun Kumar Saraf, Joint Managing Director
Mr. Umesh Saraf, Joint Managing Director
|
(c) Entities over which directors or their relatives can exercise significant influence/control : |
||
|
(i) |
Unison Hotels Private Limited |
(xi) Footsteps of Buddha Hotels Private Limited |
|
(ii) |
Unison Hotels South Private Limited |
(xii) Juniper Hotels Private Limited |
|
(iii) |
Juniper Investments Limited |
(xiii) Samra Importex Private Limited |
|
(iv) |
Vedic Hotels Limited |
(xiv) Sara International limited, Hong Kong |
|
(v) |
Nepal Travel Agency Pvt. Ltd., Nepal |
(xv) Sara Hospitality Limited, Hong Kong |
|
(vi) |
Yak&Yeti Hotels Limited, Nepal |
(xvi) Saraf Hotels Limited, Mauritius |
|
(vii) |
Chartered Hotels Private Limited |
(xvii) Saraf Investments Limited, Mauritius |
|
(viii) Chartered Hampi Hotels Private Limited |
(xviii)Saraf Industries Limited, Mauritius |
|
|
(ix) |
Blue Energy Private Limited |
(xix) Taragaon Regency Hotels Limited, Nepal |
|
(x) |
Unison Power Limited |
(xx) Forex Finance Private Limited (Merged into Companyw.e.f 05/09/2016) |
9. Exceptional items for the year ended 31st March, 2017 represents Fixed Assets written off of WDV of Rs. 178.49 lakhs arising out of physical verification of fixed assets and ? 157.74 lakhs towards writeoff of capital work in progress brought forward from earlier years.
10. The Scheme of Amalgamation of Forex Finance Private Limited (FFPL) with the Company became effective on 5th September 2016 with effect from the appointed date 1st April 2012. Pursuant to the same, the Board had allotted 32, 14,284 new equity shares of Rs.10/- each to the eligible shareholders of FFPL at its Board Meeting held on 7th September 2016. Listing and trading of the new shares started on BSE Limited and National Stock Exchange of India Limited on 30th November 2016 and 1st December 2016 respectively.
11. Pursuant to section 230 and 232 of the Companies Act, 2013, the Board of Directors of the Company (AHEL) has approved a Scheme of Arrangement on 10th February, 2017 for (1) demerger of the investment division (Demerged Undertaking) of its wholly owned subsidiary, GJS Hotels Limited (GJS) with AHEL and (2) reorganization of the Share Capital and Debentures of its step down subsidiary, Robust Hotels Private Limited (RHPL) with effect from the Appointed Date, being close of business hours on 31st March, 2016. Consequent to the demerger of the Demerged Undertaking of GJS with AHEL under the Scheme, all shares held by GJS in RHPL will stand transferred to AHEL and RHPL will become a direct wholly owned subsidiary of AHEL. The Share Capital and Debentures of RHPL will also stand reorganized pursuant to the said Scheme. The Scheme is subject to requisite statutory approvals, including sanction by the National Company Law Tribunal (NCLT) and approval of the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company has already received no adverse observation letters from BSE and NSE.
12. Previous Year figures have been regrouped / reclassified, wherever necessary to confirm to current year''s classification.
No remuneration other than sitting fees for attending Board and Committee Meetings was paid to the Non-Executive Directors.
Mr. Saumen Chatterjee, Chief Legal Officer & Company Secretary acts as Secretary to the Nomination and Remuneration Committee.
The Company paid sitting fees of Rs. 50,000/- per meeting to the Non-Executive Directors for attending meetings of the Board and paid Rs. 30,000/-as sitting fees for attending the meetings of the Executive Committees of the Board. Further, Rs. 30,000/- was also paid as sitting fees to the Independent Directors who attended the meeting of the Independent Directors.
There were no other shares and convertible instruments held by Non-Executive Directors of the Company except Mr. Radheshyam Saraf holding 32, 84,680 equity shares of the Company as on 31st March, 2017. There were no pecuniary relationships or transaction between any of the Non- Executive Directors and the Company.
13) Stakeholders Relationship Committee
The Company has a Stakeholders Relationship Committee to carryout handling of transfer and transmission of shares, issue of duplicate/rematerialized shares and consolidation and splitting of certificates etc. and handling of shareholders''/investors'' grievances. The brief terms of reference of the Committee include redressing of shareholders'' and investors'' complaints like transfer of shares, non-receipt of Annual Reports, non-receipt of declared dividends etc. and to expedite the process of share transfer. The Committee also monitors implementation and compliance of the Company''s Code of Conduct for prohibition of insider trading in pursuance of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
Mar 31, 2016
1. Terms/rights attached to Equity Shares Equity Shares
The Company has one class of equity shares having a par value of ''10 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
Preference Shares
The rights, preferences and restrictions attached to the preference shares are in accordance with the provisions of the Companies Act, 2013, unless stated otherwise.
2. As on date, the Company holds 91,652 Equity shares of ''10 each of its subsidiaries, Regency Convention Centre and Hotels Limited (RCC), representing 58.99% of the paid up capital of RCC. Apart from the above, the Company had also made an advance of ''33,448,275 for acquiring further shares of RCC from their existing shareholders and paid advances to RCC amounting to ''12,569,474 up to the Balance Sheet date which has been disclosed as Short Term Loans and Advances.
The principal assets of RCC comprise of an interest in a piece of land at Mumbai, such interest being the subject matter of dispute pending in the Bombay High Court. Such assets form part of Company''s undertaking at book values. The Company has handed over the land to Airport Authority of India (AAI). As per the understanding with AAI, an alternate piece of land will be leased back to the Company for its operations. Further, an agreement has been entered with Mumbai International Airport Private Limited (MIAL) in July 2015 for an alternate piece of land admeasuring 9776 sq. mtr. at CSI Airport, Mumbai. Till date AAI has not yet approved the said agreement and the matter is pending before the Court. The Company is hopeful of a positive outcome out of the same.
As per the terms of agreement with the RCC and its shareholders, the Company has to make additional payment for acquiring the balance shares of RCC, the amount of which is unascertainable and dependent on the outcome of the dispute pending in the Bombay High Court.
3. In the opinion of the Board, all the assets of the Company have a value on realization in ordinary course of business at least equal to the amount at which they are stated. Therefore, the Company has not recognized any loss on impairment in respect of any of the assets of the Company. In respect of subsidiaries, such decision is based on the audited accounts of the subsidiaries.
4. In respect of the scheme of amalgamation of the Company with Forex Finance Private Limited, a promoter body corporate, the Court convened meeting was held approving the amalgamation and the Company has subsequently filed petition to Hon''ble High Court of Calcutta for sanction of the scheme. Presently the scheme of amalgamation is pending for hearing in the Hon''ble High Court of Calcutta. Post sanction of scheme of amalgamation, Robust Hotels Private Limited, owner of Hyatt Regency Chennai, will be a wholly owned subsidiary of the Company; partially by having direct holding and balance through GJS Hotels Limited (wholly owned subsidiary of the Company).
5. The cumulative dividend income of ''390,887,671 accrued till 31st March 2016 (Previous Year - ''339,146,301) in respect of investment made by the Company in 12% Cumulative Redeemable Preference Shares of Robust Hotels Private Limited, a step down subsidiary Company, will be accounted for as and when declared by the investee Company.
6. In accordance with the Accounting Standard on â Related Party Disclosuresâ (AS-18), the disclosures in respect of Related Parties and transactions with them are as follows: -
Related Party Disclosures
(i) List of Related Parties
(a) Subsidiaries :
GJS Hotels Limited, wholly owned Subsidiary Company
Regency Convention Centre & Hotels Limited
Robust Hotels Private Limited (subsidiary of GJS Hotels Limited)
(b) Key Management Personnel :
Radhe Shyam Saraf, Chairman
Arun Kumar Saraf, Joint Managing Director
Umesh Saraf, Joint Managing Director
(c) Entities over which directors or their relatives can exercise significant influence/control :
(i) Unison Hotels Private Limited (xi) Footsteps of Buddha Hotels Private Limited
(ii) Unison Hotels South Private Limited (xii) Juniper Hotels Private Limited
(iii) Juniper Investments Limited (xiii) Samra Importex Private Limited
(iv) Vedic Hotels Limited (xiv) Forex Finance Private Limited
(v) Nepal Travel Agency Pvt. Ltd., Nepal (xv) Sara International limited, Hong Kong
(vi) Yak & Yeti Hotels Limited, Nepal (xvi) Sara Hospitality Limited, Hong Kong
(vii) Chartered Hotels Private Limited (xvii) Saraf Hotels Limited, Mauritius
(viii) Chartered Hampi Hotels Private Limited (xviii)Saraf Investments Limited, Mauritius
(ix) Blue Energy Private Limited (xix) Saraf Industries Limited, Mauritius
(x) Unison Power Limited (xx) Taragaon Regency Hotels Limited, Nepal
7. Previous Year figures have been regrouped / reclassified, wherever necessary to confirm to current year''s classification.
8. There is no other additional material information required to be disclosed pursuant to the provisions of the Companies Act, 2013, Schedule III to the Companies Act, 2013, Companies (Accounting Standards) Rules, 2006 and other material applicable enactments, circulars, orders, notifications etc.
Mar 31, 2014
1. Terms/rights attached to Equity Shares
Equity Shares
The Company has one class of equity shares having a par value of Rs.10
each. Each shareholder is eligible for one vote per share held. The
dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the ensuing Annual General Meeting, except in
case of interim dividend. In the event of liquidation, the equity
shareholders are eligible to receive the remaining assets of the
Company after distribution of all preferential amounts, in proportion
to their shareholding.
Preference Shares
The rights, preferences and restrictions attached to the preference
shares are in accordance with the provisions of the Companies Act,
1956, unless stated otherwise.
2. 1,14,01,782 equity shares of Rs.10 each fully paid up have been
issued during the fiscal year ended 31st March 2010 pursuant to the
scheme of Arrangement and Demerger approved by the Hon''ble High Court
of Delhi vide order dated 13th January 2010.
Economic Assumptions
The discount rate and salary increases assumed are key financial
assumptions and should be considered together; it is the difference or
''gap'' between these rates which is more important than the individual
rates in isolation.
Discount Rate
The discounting rate is based on the gross redemption yield on medium
to long-term risk free investments. For the current valuation a
discount rate of 8.50 % p.a. compound, has been used.
Salary Escalation Rate
The salary escalation rate usually consists of at least three
components, viz. Regular increments, price inflation and promotional
increases. In addition to this any commitments by the management
regarding future salary increases and the Company''s philosophy towards
employee remuneration are also to be taken into account. Again a long-
term view as to the trend in salary increase rates has to be taken
rather than be guided by the escalation rates experienced in the
immediate past, if they have been influenced by unusual factors.
3. As the Company is engaged in only one segment of Hotel Business,
the disclosure requirements of Accounting Standard (AS-17) on "Segment
Reporting" are not applicable. Further the Company operates only in
India; hence additional information under geographical segments is also
not applicable.
4. The disclosures relating to Micro, Small & Medium Enterprises
Development Act, 2006 are as under :- i. The amount due to Micro and
Small Enterprises as defined in The Micro, Small and Medium Enterprises
Development Act, 2006" has 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.
5. Contingent Liabilities :
Contingent Liabilities 31st March
2014 31st March
2013
Corporate Guarantee to IDBI Bank
for Robust Hotels Pvt. Ltd.
2,400,000,000 2,400,000,000
Letter of Credit issued by IDBI
Bank Ltd. in favour of
West Bengal Electricity
Distribution Company Limited 6,000,000 6,000,000
Sales Tax under West Bengal
Sales Tax Act, 1994 pertaining
to F. Y. 2007-08 - 211,767
Sales Tax under West Bengal Sales
Tax Act, 1994 pertaining to
F. Y.2008-09 - 528,286
VAT under West Bengal Value Added
Tax Act, 2003 pertaining to
F. Y. 2006-07 - 2,531,538
VAT under West Bengal Value Added
Tax Act, 2003 pertaining to
F. Y. 2008-09 - 2,197,722
Service Ta x under the Finance Act,
1994 pertaining to prior to
F. Y. 2004-05 4,374,245 4,374,245
Service Ta x under the Finance Act,
1994 pertaining to F. Y. 2003-04
to F. Y. 2006-07 10,217,937 10,217,937
Service Ta x under the Finance Act,
1994 pertaining to F. Y. 2007-08
to F. Y. 2009-10 26,753,749 26,753,749
ESIC under the Employees'' State
Insurance Act, 1948 pertaining
to F. Y. 2004-05 2,180,235 2,180,235
ESIC under the Employees'' State
Insurance Act, 1948 pertaining
to F. Y.2007-08 - 243,659
States Consumer Disputes Redressal
Commission West Bengal - 9,800,000
Commitments
Export Obligation in respect of
EPCG Licences 24,301,279 24,301,279
6. As on date, the Company holds 91,652 Equity shares of Rs.10 each of
its subsidiaries, Regency Convention Centre and Hotels Limited (RCC),
representing 58.99% of the paid up capital of RCC. Apart from the
above, the Company had also made an advance of Rs.33,448,275 for
acquiring further shares of RCC from their existing shareholders and
paid advances to Regency Convention Centre and Hotels Limited amounting
to Rs.11,569,474 up to the Balance Sheet date which has been disclosed as
Short Term Loans and Advances.
The principal assets of Regency Convention Centre and Hotels Limited
comprise of an interest in a parcel of land at Mumbai, such interest
being the subject matter of dispute pending in the Bombay High Court.
However Regency Convention Centre and Hotels Limited, as per opinion
obtained, has a reasonable chance of winning the ongoing legal dispute.
Such assets form part of the Company''s undertaking at book values.
Meanwhile the authorities have offered alternate land and negotiations
on commercial terms are in progress. Consequently in view of the above,
no impairment is considered necessar y.
As per the terms of agreement with the Regency Convention Centre and
Hotels Limited and its shareholders, the Company has to make additional
payment for acquiring the balance shares of Regency Convention Centre
and Hotels Limited, the amount of which is unascertainable and
dependent on the outcome of the dispute pending in the Bombay High
Court.
7. The leasehold land upon which Hotel Hyatt Regency Kolkata is
situated has been registered in the name of the Company.
8. In the opinion of the Board, all the assets of the Company have a
value on realization in ordinary course of business at least equal to
the amount at which they are stated. Therefore, the Company has not
recognised any loss on impairment in respect of any of the assets of
the Company. In respect of subsidiaries, such decision is based on the
audited accounts of the subsidiaries.
9. The Company has extended the date of redemption of 43,00,000 12%
Cumulative Redeemable Preference Shares of Robust Hotels Private
Limited to July 5, 2016 unless mutually agreed upon for further
rollover.
10. The Board of Directors of the Company at their meeting held on
26th November 2012 and 23rd May 2013 and in consideration of SEBI
Circular Nos. CIR/CFD/DIL/5/2013 and CIR/CFD/DIL/8/2013 dated 4th
February 2013 and 21st May 2013 respectively, approved the amalgamation
of Forex Finance Private Limited, Promoter Body Corporate with the
Company w.e.f. 1st April 2012 (appointed date). Post amalgamation,
Robust Hotels Private Limited, owner of Hyatt Regency Chennai, will be
a wholly owned subsidiary of the Company; partially by having direct
holding and balance through GJS Hotels Limited (wholly owned subsidiary
of the Company). The Company is in the process of obtaining regulator y
approvals for the amalgamation.
11. In accordance with the Accounting Standard on "Related Party
Disclosures" (AS-18), the disclosures in respect of Related Parties and
transactions with them are as follows: -
Related Party Disclosures
(i) List of Related Parties
(a) Subsidiaries : GJS Hotels Limited
Regency Convention Centre & Hotels Limited
Robust Hotels Private Limited (subsidiary of GJS Hotels Limited)
(b) Key Management Personnel : Radhe Shyam Saraf, Chairman Umesh Saraf,
Joint Managing Director Arun Kumar Saraf, Joint Managing Director
(c) Entities over which directors or their relatives can exercise
significant influence/control :
(i) Nepal Travel Agency Pvt. Ltd.
(ii) Unison Hotels Private Limited
(iii) Vedic Hotels Limited
(iv) Unison Power Limited
(v) Unison Hotels South Private Limited
(vi) Juniper Hotels Private Limited
(vii) Yak & Yeti Hotels Limited, Nepal
(viii) Taragaon Regency Hotels Limited, Nepal
(ix) Saraf Investments Limited, Mauritius
(x) Saraf Industries Limited, Mauritius
(xi) Sara Hospitality Limited, Hong Kong
(xii) Juniper Investments Limited
(xiii) Chartered Hotels Private Limited
(xiv) Blue Energy Private Limited
(xv) Footsteps of Buddha Hotels Private Limited
(xvi) Sara International limited, Hong Kong
(xvii) Samra Importex Private Limited
(xviii) Forex Finance Private Limited
(xix) Saraf Hotels Limited, Mauritius
(xx) Chartered Hampi Hotels Private Limited
12. Previous Year figures have been regrouped / reclassified, wherever
necessary to confirm to current year''s classification.
13. There is no other additional material information required to be
disclosed pursuant to the provisions of the Companies Act, 1956,
Schedule VI to the Companies Act, 1956, Companies (Accounting
Standards) Rules, 2006 and other material applicable enactments,
circulars, orders, notifications etc.
Mar 31, 2013
1. Corporate Overview
Asian Hotels (East) Limited is a Public Limited Company listed with
Bombay Stock Exchange and National Stock Exchange and is primarily
engaged in the Hotel business through "Hyatt Regency Kolkata" a
five-star Hotel situated in the city of Kolkata.
2. Basis of Preparation
The financial statements have been prepared to comply with all material
respects with the mandatory Accounting Standards (AS) notified under
section 211(3C) of the Companies Act, 1956 and the relevant provisions
of the Companies Act, 1956. The financial statements have been prepared
under the historical cost convention on an accrual basis.
The accounting policies adopted in the preparation of financial
statements are consistent with those of previous year, except for the
change in accounting policy explained below, if any.
3. As the Company is engaged in only one segment of Hotel Business,
the disclosure requirements of Accounting Standard (AS-17) on "Segment
Reporting" are not applicable. Further the Company operates only in
India; hence additional information under geographical segments is also
not applicable.
4. The disclosures relating to Micro, Small & Medium Enterprises
Development Act, 2006 are as under :- i. The amount due to Micro and
Small Enterprises as defined in "The Micro, Small and Medium
Enterprises Development Act, 2006" has 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.
5. As on date, the Company holds 91,652 Equity shares of Rs.10 each
of its subsidiaries, Regency Convention Centre and Hotels Limited
(RCC), representing 58.99% of the paid up capital of RCC. Apart from
the above, the Company had also made an advance of Rs.33,448,275 for
acquiring further shares of RCC from their existing shareholders and
paid advances to Regency Convention Centre and Hotels Limited amounting
to Rs.10,869,474 up to the Balance Sheet date which has been disclosed
as Short Term Loans and Advances.
The principal assets of Regency Convention Centre and Hotels Limited
comprise of an interest in a parcel of land at Mumbai, such interest
being the subject matter of dispute pending in the Bombay High Court.
However Regency Convention Centre and Hotels Limited, as per opinion
obtained, has a reasonable chance of winning the ongoing legal dispute.
Such assets form part of the Company''s undertaking at book values.
Meanwhile the authorities have offered alternate land and negotiations
on commercial terms are in progress. Consequently in view of the above,
no impairment is considered necessary.
As per the terms of agreement with the Regency Convention Centre and
Hotels Limited and its shareholders, the Company has to make additional
payment for acquiring the balance shares of Regency Convention Centre
and Hotels Limited, the amount of which is unascertainable and
dependent on the outcome of the dispute pending in the Bombay High
Court.
6. Pursuant to the Scheme of Arrangement & Demerger, the Company had
obtained approval of the Government of West Bengal for the vesting of
the leasehold property upon which Hotel Hyatt Regency Kolkata is
situated. Liabilities for registration of the same will be determined
as and when the registration is done.
7. In the opinion of the Board, all the assets of the Company have a
value on realization in ordinary course of business at least equal to
the amount at which they are stated. Therefore, the Company has not
recognised any loss on impairment in respect of any of the assets of
the Company. In respect of subsidiaries, such decision is based on the
audited accounts of the subsidiaries.
8. During the year, GJS Hotels Limited, a wholly owned Subsidiary of
the Company has exercised its option to convert the Cumulative
Redeemable Optional Convertible Preference Shares in Robust Hotels
Private Limited and consequently 63,932,769 equity shares of Rs.10/-
each were issued to GJS Hotels Limited at a conversion price of Rs.32/-
per share. Subsequent to the allotment, Robust Hotels Private Limited,
the owner of Hyatt Regency Chennai has become the subsidiary of GJS
Hotels Limited, a wholly owned subsidiary of the Company. As a result,
Robust Hotels Private Limited has become the Subsidiary of the Company
w.e.f. 26th July 2012.
9. In accordance with the Accounting Standard on "Related Party
Disclosures" (AS-18), the disclosures in respect of Related Parties and
transactions with them are as follows: -
Related Party Disclosures
(i) List of Related Parties
(a) Subsidiaries : GJS Hotels Limited
Regency Convention Centre and Hotels Limited
Robust Hotels Private Limited (was an entity over which directors or
their relatives exercised significant influence / control till 26th
July 2012)
(b) Key Management Personnel : Umesh Saraf
Arun Kumar Saraf
(c) Entities over which directors or their relatives can exercise
significant influence/control :
(i) Nepal Travel Agency Pvt. Ltd.
(ii) Unison Hotels Private Limited
(iii) Vedic Hotels Limited
(iv) Unison Power Limited
(v) Unison Hotels South Private Limited
(vi) Juniper Hotels Private Limited
(vii) Yak & Yeti Hotels Limited, Nepal
(viii) Taragaon Regency Hotels Limited, Nepal
(ix) Saraf Investments Limited, Mauritius
(x) Saraf Industries Limited, Mauritius
(xi) Sara Hospitality Limited, Hong Kong
(xii) Juniper Investments Limited
(xiii) Chartered Hotels Private Limited
(xiv) Blue Energy Private Limited
(xv) Footsteps of Buddha Hotels Private Limited
(xvi) Sara International limited, Hong Kong
(xvii) Samra Importex Private Limited
(xviii)Forex Finance Private Limited
(xix) Saraf Hotels Limited, Mauritius
10. The Board of Directors of the Company at their meeting held on
26th November 2012 and 23rd May 2013 and in consideration of SEBI
Circular Nos. CIR/CFD/DIL/5/2013 and CIR/CFD/DIL/8/2013 dated 4th
February 2013 and 21st May 2013 respectively, approved the amalgamation
of Forex Finance Private Limited, Promoter Body Corporate with the
Company. Post amalgamation, Robust Hotels Private Limited, owner of
Hyatt Regency Chennai, will be a wholly owned subsidiary of the
Company; partially by having direct holding and balance through GJS
Hotels Limited (wholly owned subsidiary of the Company). The Company is
in the process of obtaining regulatory approvals for the amalgamation.
11. Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advances of Rs. NIL) Rs.NIL
(Previous Year Rs. 2,079,031).
12. Previous Year figures have been regrouped / reclassified, wherever
necessary to confirm to current year''s classification.
13. There are no other additional material information required to be
disclosed pursuant to the provisions of the Companies Act, 1956,
Schedule VI to the Companies Act, 1956, Companies (Accounting
Standards) Rules, 2006 and other material applicable enactments,
circulars, orders, notifications etc.
Mar 31, 2012
1. Corporate Overview
Asian Hotels (East) Limited is a Public Limited Company listed with
Bombay Stock Exchange and National Stock Exchange and is primarily
engaged in the Hotel business through "Hyatt Regency Kolkata11 a
five-star Hotel situated in the city of Kolkata.
2. Basis of Preparation
The financial statements have been prepared to comply with all material
respects with the mandatory Accounting Standards (AS) notified under
section 211(3C) of the Companies Act, 1956 and the relevant provisions
of the Companies Act, 1956. The financial statements have been prepared
under the historical cost convention on an accrual basis.
The accounting policies adopted in the preparation of financial
statements are consistent with those of previous year, except for the
change in accounting policy explained below, if any.
3.1 Conversion of Fully Convertible Preference Shares : The Company
vide Circular Resolution dated 30th April 2011, has issued and allotted
fresh 38,910 equity shares of Rs10 each at a price of Rs385.53 per share
(including security premium of Rs375.53 per share) to the holders of
Fully Convertible Preference Shares (FCPS) holding 27,780 FCPS on
conversion in terms of Clause 5.3.1 of the Scheme of Arrangement and
Demerger between Asian Hotels Limited (Transferor Company) now renamed
as Asian Hotels (North) Limited and its shareholders and creditors;
Chillwinds Hotels Limited (Transferee Company-I) now renamed as Asian
Hotels (West) Limited and its shareholders; and Vardhman Hotels Limited
(Transferee Company-II) now renamed as Asian Hotels (East) Limited and
it shareholders read with Chapter VII of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009.
Subsequently, the company made applications to Bombay Stock Exchange
Limited (BSE) and National Stock Exchange of India Limited (NSE), where
the shares of the company are listed, for obtaining the in principle
approval for the said issue and allotment of 38,910 equity shares.
While dealing with the Company's application for issue of in-principle
approval by BSE and NSE, the Company was directed by them, to revise
the issue price of Rs385.53. Accordingly, the Board of Directors of the
Company considered the directions of the Stock Exchanges and revised
the earlier issue price from Rs385.53 to Rs386.59 and consequently issued
and allotted 38,803 equity shares of Rs10 each of the company with
effect from 30th April, 2011, vide its Circular Resolution dated 4th
July, 2011, in suspension to its earlier Board Resolution dated 30th
April, 2011.
3.2 Terms/rights attached to Equity Shares Equity Shares
The Company has one class of equity shares having a par value of Rs10
each. Each shareholder is eligible for one vote per share held. The
dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the ensuing Annual General Meeting, except in
case of interim dividend. In the event of liquidation, the equity
shareholders are eligible to receive the remaining assets of the
Company after distribution of all preferential amounts, in proportion
to their shareholding.
3.3 11,401,782 equity shares of Rs10 each fully paid up have been issued
during the fiscal year ended 31 st March, 2010 pursuant to the scheme
of Arrangement and Demerger approved by the Hon'ble Height Court of
Delhi vide order dated 13th January 2010.
4. Gratuity and other post-employment benefit plans
The Company has classified the various benefits provided to employees
as under:-
a) Defined contribution plans i. Provident fund
b) Defined benefit plans
i. Contribution to Gratuity fund
ii. Compensated absences Earned leave
In accordance with Accounting Standard 15 (revised 2005), actuarial
valuation was done in respect of the aforesaid defined plans based on
the following assumptions: -
Economic Assumptions
The discount rate and salary increases assumed are key financial
assumptions and should be considered together; it is the difference or
gap' between these rates which is more important than the individual
rates in isolation.
Discount Rate
The discounting rate is based on the gross redemption yield on medium
to long-term risk free investments. For the current valuation a
discount rate of 9 % p.a. compound, has been used.
Salary Escalation Rate
The salary escalation rate usually consists of at least three
components, viz. Regular increments, price inflation and promotional
increases. In addition to this any commitments by the management
regarding future salary increases and the Company's philosophy towards
employee remuneration are also to be taken into account. Again a long-
term view as to the trend in salary increase rates has to be taken
rather than be guided by the escalation rates experienced in the
immediate past, if they have been influenced by unusual factors.
Notes:
1. The discount rate is based on the prevailing market yields of
Indian Government securities as at the balance sheet date for the
estimated term of obligations.
2. The estimates of rate of escalation in salary considered in
actuarial valuation, take into account inflation, seniority, promotion
and other relevant factors including supply and demand in the
employment market.
3. The gratuity plan and earned leave is unfunded.
5. As the company is engaged in only one segment of Hotel business,
the disclosure requirements of Accounting Standard (AS-17) on Segment
Reporting are not applicable.
6. The Company had sent letters to its suppliers for confirmation of
their status and registration under Micro, Small and Medium Enterprises
(Development) Act, 2006 and the company has not received any intimation
from any of its suppliers regarding their status under the said Act and
hence disclosure, if any, relating to amounts unpaid as at the year end
along with interest paid / payable as required under the said Act have
not been given.
7. Contingent Liabilities :
a. Export obligation in respect of EPCG Licenses: Rs2,43,01,279
(Previous year Rs2,43,01,279).
b. Claims against the Company not acknowledged as debts:
i) Sales Tax/VAT Rs55,82,211 (Previous Year Rs28,56,304 )
ii) Service Tax Rs1,02,89,320 (Previous Year Rs1,45,97,672 )
iii) ESIC Rs21,80,235 (Previous Year Rs Rs21,80,235)
iv) Letter of Credit for Rs50,00,000 issued by IDBI Bank Ltd in favour
of West Bengal Electricity Distribution Company Ltd. (Previous Year
Rs50,00,000 )
v) Suit instituted by a party before State Consumer Disputes Reddressal
Commission, West Bengal Rs 98,00,000 (Previous Year Rs98,00,000 )
8. As on date, the Company holds 91,652 Equity shares of Rs10 each of
its subsidiaries, Regency Convention Centre and Hotels Limited (RCC),
representing 58.99% of the paid up capital of RCC. Apart from the
above, the Company had also made an advance of Rs3,34,48,275 for
acquiring further shares of RCC from their existing shareholders and
paid advances to Regency Convention Centre and Hotels Limited amounting
to Rs1,00,69,474 up to the Balance Sheet date which has been disclosed
as a recoverable advance.
The principal assets of Regency Convention Centre and Hotels Limited
comprise of an interest in a parcel of land at Mumbai, such interest
being the subject matter of dispute pending in the Bombay High Court.
However Regency Convention Centre and Hotels Limited is in possession
of opinions given by the highest legal authorities clearly stating that
Regency Convention Centre and Hotels limited has a reasonable chance of
winning the ongoing legal dispute. Such assets form part of the
Company's undertaking at book values.
The value of the above assets is primarily dependent on the legal
dispute and is, therefore, subject matter of uncertainty at this
juncture. As such, the ultimate outcome of the matter and, therefore,
whether there is impairment, if any, in the value of the aforesaid
assets cannot be reasonably determined at present. As per the earlier
terms of agreement with the Regency Convention Centre and Hotels
Limited and its shareholders, the company has to make additional
payment for acquiring the balance shares of Regency Convention Centre
and Hotels Limited, the amount of which is unascertainable and
dependent on the outcome of the dispute is pending in the Bombay High
Court.
9. Pursuant to the Scheme of Arrangement & Demerger, the company had
obtained approval of the Government of West Bengal for the vesting of
the leasehold property upon which Hotel Hyatt Regency Kolkata is
situated. Liabilities for registration of the same will be determined
as and when the registration is done.
10. The Company has not recognized any loss on impairment in respect
of assets of the Company since there is no reduction in value of any
asset. In respect of subsidiaries, such decision is based on the
audited accounts of the subsidiaries.
11. Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advances) Rs 20,79,031 (Previous
Year Rs Nil)
12. Till the year ended 31st March 2011, the Company was using
pre-revised Schedule VI to the Companies Act 1956, for preparation and
presentation of its financial statements. During the year ended 31st
March 2012, the revised Schedule VI notified under the Companies Act
1956, has become applicable to the company. The Company has
reclassified previous year figures to conform to this year's
classification.
13. There are no other disclosure requirements which need to be
disclosed as per Accounting Standard and Revised Schedule VI to the
Companies Act 1956.
Mar 31, 2010
1. Contingent Liabilities not provided for in respect of:
a. Export obligation in respect of EPCG Licenses: Rs. 243.01 lacs
(Previous year Rs Nil).
b. Claims against the Company not acknowledged as debts: Rs. 169.26
lacs. (Previous year - Rs. Nil)
2. As on date, the Company holds 91,652 Equity shares of Rs. 10/- each
of its subsidiary, Regency Convention Centre and Hotels Limited (RCC),
representing 58.99% of the paid up capital of RCC. Apart from the
above, the Company had also made an advance of Rs. 334 lacs for
acquiring further shares of RCC from their existing shareholders and
incurred expenditure on behalf of Regency Convention Centre amounting
to Rs.68.87 Lacs up to the Balance Sheet date which has been disclosed
as a recoverable advance.
The principal assets of RCC comprise of an interest in a parcel of land
at Mumbai, such interest being the subject matter of dispute pending in
the Bombay High Court. However, RCC has been legally advised by its
lawyers that it has a good chance of success. An independent broker has
also made an indicative offer to the Company for its interest in RCC at
a value which is higher than the book value being reflected in the
books of the Company. Such assets form part of the Companys
undertaking at book values.
The value of the above assets is primarily dependent on the legal
dispute and is, therefore, subject matter of uncertainty at this
juncture. As such, the ultimate outcome of the matter and, therefore,
whether there is impairment, if any, in the value of the aforesaid
assets cannot be reasonably determined at present.
3. Pursuant to the Scheme of Arrangement and Demerger Cthe Scheme) of
trifurcation of Asian Hotels Limited (AHL) approved by the Honble
High Court of Delhi at New Delhi on 13 January, 2010, Kolkata
Undertaking of AHL comprising of Hotel Hyatt Regency, Kolkata along
with shares held in G.J.S. Hotels Limited, Regency Convention Centre
and Hotels Limited and others stands transferred to and vested in the
Company.
Features of the Scheme as applicable to the Company are as under:
a. Appointed date for the Scheme is 31 October, 2009.
b. Effective date for the Scheme is 11 February, 2010, being the date
when the Order of Honble High Court has been filed with the Office of
the Registrar of Companies, NCT of Delhi and Haryana.
c. In terms of the scheme, on the effectiveness of the Scheme, the
paid- up equity share capital of the Transferor Company - Asian Hotels
Limited (AHL) before Demerger, amounting to Rs.22,80,35,640/- was
deemed to have increased to Rs. 34,20,53,460/- as a result of
appropriation of the general reserves to the extent of Rs.
11,40,17,820/- and the deemed increased paid up equity capital of the
Transferor Company was equally allocated to the three undertakings at
demerger so that each of AHL Residual undertaking. Transferee Company-I
and Transferee Company -II would have a paid up equity share Capital of
Rs. 11,40,17,820/- as at 31st October, 2009, being the Appointed Date.
As a result thereof, for every 3 equity shares of Rs. 10/- held in AHL
after appropriation of reserves as on the Record Date, every equity
shareholder of AHL is entitled to receive 1 equity share of face value
of Rs. 10/- each of the Company credited as fully paid up.
d. As per terms of the Scheme, the Company re-issued 1,00,000 1%
redeemable Non Convertible Preference Shares as per the following:
i. 50,000 1% non convertible redeemable preference shares of face
value of Rs 10/- each of the Company to Magus Estate and Hotels Private
Limited credited as fully paid up.
ii. 50,000 1% non convertible redeemable preference shares of face
value of Rs 10/- each of the Company to Infrastructure Development
Finance Company Limited credited as fully paid up.
e. As per terms of the Scheme, the Company re-issued 27,780 1% Fully
Convertible Preference Share (FCPS) as per the following:
i. 18,520 FCPS of face value of Rs. 10/- each of the Company to
Fineline Holdings Limited credited as fully paid.
ii. 9,260 FCPS of face value of Rs. 10/- each of the Company to Global
Operations Pte. Ltd. (through its nominee UDT Enterprises Pty. Ltd.)
credited as fully paid.
4. The Company had filed necessary application for listing of equity
shares of the Company alongwith necessary documents and annexure with
Bombay Stock Exchange Limited and the National Stock Exchange of India
Limited on 6th April, 2010. Subsequent to Companys application BSE
being the designated Stock Exchange has given its approval of Listing;
and SEBI has also given relaxation under Rule 19(2)(b) of the
Securities Contracts Regulation Act, 1957 vide its letter dtd. 28th
July 2010.
5. The Company has not recognised any loss on impairment in respect of
assets of the Company as is required in terms of Accounting Standard 28
on "Impairment of Assets" since in the opinion of the Management, there
is no reduction in value of any asset. In respect of subsidiaries, such
decision is based on the management accounts/audited accounts of the
subsidiaries, as available and on the basis of the information and
explanations given.
6. The Company has received notices with regard to Service tax demand
on certain services aggregating to Rs. 14.58 lacs and also penalty
amounting to Rs. 29.16 lacs. Further, the company has also received
notice from Service tax department demanding Rs. 102.17 lacs regarding
alleged wrong availment of CENVAT credit. Both are considered to be not
tenable in the opinion of the company. These are thus included under
"Contingent liabilities" as "Claims against Company not acknowledged as
debts" and no provision has been made against the same.
7. As the Company is engaged in only one segment of Hotel business,
the disclosure requirements of Accounting Standard (AS-17) on "Segment
Reporting" are not applicable.
8. The Company has classified the various benefits provided to
employees as under:-
a) Defined contribution plans
i. Provident fund
b) Defined benefits plans
i. Contribution to Gratuity funds
ii. Compensated absences - Earned leave
In accordance with Accounting Standard 15 (revised 2005), actuarial
valuation was done in respect of the aforesaid defined plans based on
the following assumptions: -
Economic Assumptions
The discount rate and salary increases assumed are key financial
assumptions and should be considered together; it is the difference or
gap between these rates which is more important than the individual
rates in isolation.
Discount Rate
The discounting rate is based on the gross redemption yield on medium
to long-term risk free investments. For the current valuation a
discount rate of 8 % p.a. compound, has been used in consultation with
the employer.
Salary Escalation Rate
The salary escalation rate usually consists of at least three
components, viz. Regular increments, price inflation and promotional
increases. In addition to this any commitments by the management
regarding future salary increases and the Companys philosophy towards
employee remuneration are also to be taken into account. Again a long-
term view as to the trend in salary increase rates has to be taken
rather than be guided by the escalation rates experienced in the
immediate past, if they have been influenced by unusual factors.
a. The following tables set out the unfunded status of the gratuity
plan and earned leaves and amounts recognised in the Companys
financial statements as at 31 March, 2010:
Notes:
1. The discount rate is based on the prevailing market yields of
Indian Government securities as at the balance sheet date for the
estimated term of obligations.
2. The estimates of future salary increases considered take into
account the inflation, seniority, promotion and other relevant factors.
3. The gratuity plan and earned leave is unfunded.
9. The Company has applied to the Ministry of Corporate Affairs,
Government of India under section 211(4) of the Companies Act, 1956 for
getting exemption with regard to disclosures in respect of quantitative
details of turnover, opening and closing stock, purchases, production
and consumption of raw material. The final approval is awaited pending
which the said disclosures are not being furnished.
10. The Company had sent letters to its suppliers for confirmation of
their registration under "Micro, small and medium Enterprises
Development Act, 2006" and the company has not received any intimation
from any of its suppliers regarding their status under the said Act and
hence disclosure, if any, relating to amounts unpaid as at the year-end
along with interest paid / payable as required under the said Act have
not been given.
11. The name of the Company has been changed from Vardhman Hotels
Limited to Asian Hotels (East) Limited effective 16th February 2010.
12. Schedules 1 to 16 form an integral part of the Balance Sheet as at
31 March, 2010 and the Profit and Loss Account for the nine months
period ended 31 March, 2010.
13. Previous year financial statements are for fifteen months whereas
current year financial statements are for nine months. Hence, current
year figures are not comparable with previous year figures. Current
years financial statements also include only five months operations of
Hotel Hyatt Regency Kolkata which was not there in the previous year.
14. Previous year figures have been regrouped/ reclassified wherever
necessary to conform to current year classification.
Jun 30, 2009
1. Contingent Liabilities:
(a) Outstanding Capital Expenditure Commitments 718.10 1577.29
(b) Claims against the Company not acknowledged
as debts 617.18 653.01
(c) Demand for income tax (exclusive of interest
amounting to Rs.NIL
Prior Year Rs 109.59 Lakhs) not provided for
pending appeals - 113.25
14. Capital Work-in-Progress consists of:
(a) Renovation/refurbishing work / other work in
progress 615.39 681.31
(b) Advances for capital contracts (unsecured,
considered good) 138.17 3330.72
753.56 4012.03
2. The Company, based on the report by a Certified Valuer, had
revalued land and building of Hotel Hyatt Regency Delhi by adopting
Cost of Contractors method, on 28th February 2007 at Rs. 85,700.00
Lakhs, the same resulted in an increase in the value of land and
building of an amount of Rs. 82,131.81 Lakhs, and therefore an
equivalent amount had been credited to the Revaluation Reserve Account.
Due to increase in the value of assets, there was an additional charge
of Rs. 80.87 Lakhs (Prior year Rs.53.91 Lakhs), for the current period,
on account of depreciation. Resultantly, an equivalent amount of Rs
80.87 Lakhs (Prior year Rs.53.91 Lakhs) has been withdrawn from the
Revaluation Reserve Account and credited to the Profit & Loss Account.
3. At the beginning of the current period, the Company held 75000
equity shares of Rs.10/- each of Regency Convention Centre and Hotels
Ltd (RCC), representing 48.28% of paid up equity capital of RCC,
acquired for a consideration of Rs. 173.02 Lakhs. During the current
period, the Company acquired a further 16652 equity shares of RCC for a
consideration amounting to Rs.2400 Lakhs, by virtue of which the
aggregate share holding of the Company in RCC stood at 58.99% of the
paid up capital of RCC, thus making it a subsidiary of the Company.
Apart from the above, the Company, during the prior years, had also
made an advance of Rs. 334 Lakhs for acquiring further shares of RCC
from their existing shareholders and incurred expenditure on behalf of
RCC amounting to Rs. 55.82 Lakhs upto the balance sheet date.
The principal assets of RCC comprises of an interest in a parcel of
land at Mumbai, the right in such interest is being contested in the
Bombay High Court. However, the Company has been legally advised that
it has a fair chance of success. An independet broker has also made an
indicative offer to the Company for its interest in RCC at a value
which is higher than the book value being reflected in the books of the
Company. In the proposed Scheme of Arrangement and Demerger of the
Company (Refer Note 18 below) the aforesaid assets forms part of
Kolkata undertaking at their book value. Considering that the value of
the asset is contingent upon the outcome of legal proceedings, as
suggested supra, in the light of present uncertainty about the outcome
of the matter, and, therefore, whether there is impairment, if any, the
value of the aforesaid assets can not be reasonably determined at
present.
In view of the above, no provision for impairment in respect of said
assets has been made in these financial statements.
4. The Company has not recognised any loss on impairment in respect
of assets of the Company as is required in terms of Accounting Standard
(AS) 28 on "Impairment of Assets" since in the opinion of the
Management, as confirmed by the Audit Committee, the reduction in value
of any asset, to the extent required, has already been provided for in
the books. In respect of subsidiaries such decision is based on the
management accounts/ audited accounts of the subsidiaries, as available
and as examined by the Audit Committee on the basis of the information
and explanations available.
5. Presently, the Company is operating an integrated hotel business
at three geographical locations. These hotels namely Hyatt Regency
Delhi, Hyatt Regency Kolkata and Hyatt Regency Mumbai are governed by
the same set of risks and returns and hence have been considered as
representing a Single Segment.
A Scheme of Arrangement and Demerger (the Scheme) was approved by the
Board of Directors of the Company on 14th May, 2007. The Scheme
envisaged the trifurcation of the Company in the following manner:-
i) Kolkata Undertaking as defined in clause 1.2.1 of the Scheme,
comprising interalia of Hotel Hyatt Regency Kolkata and investments in
the shares held in GJS Hotels Limited and Regency Convention Centre and
Hotels Limited, and appropriate cash liquidity.
ii) Mumbai Undertaking as defined in clause 1.2.1 of the Scheme,
comprising interalia of Hotel Hyatt Regency Mumbai, investments in the
shares held in Aria Hotels & Consultancy Services Private Limited and
deposits/advances paid towards acquisition of immovable property in
Bangalore.
iii) AHL Residual as would emerge immediately after the transfer of and
vesting in of Mumbai Undertaking and the Kolkata Undertaking in
Chillwinds Hotels Limited (Transferee Company -I) and Vardhman Hotels
Limited (Transferee Company-ll) respectively.
The Scheme, which was approved by the High Court of Delhi vide its
order dated 29th February, 2008 and amended vide Orders dated 9th
April, 2009 and 18th August, 2009, was filed with the Registrar of
Companies, NCT of Delhi & Haryana, but could not take effect as certain
conditions precedent were yet to be fulfilled. In order to overcome the
impediments in implementation of the Scheme and to determine a fixed
date which should be the Appointed Date for the purpose of drawing up
the undertaking wise balance sheets in terms of the Scheme, the Company
made an application to the Honble Court in May 2009, introducing the
Appointed Date and incorporated certain clauses to define how the
business of the three undertakings would be conducted between the
Appointed Date and the Effective Date. The Honble High Court vide
its order dated 29th May, 2009, stayed the effect and implementation of
the Scheme, as approved earlier and directed the Company to obtain the
approval of its equity shareholders for the amended Scheme. The Company
made additional applications in August 2009 and November 2009, for
further amendments, before the equity shareholders meeting could be
convened in terms of Order dated 29th May, 2009, and the Honble Court
vide its Order dated 10th November, 2009, directed the Company to
convene a meeting of its equity shareholders on 11th
December, 2009, to obtain their approval for the amended Scheme.
Pursuant to the directions of the Honble Court, the Company has called
its equity shareholders meeting on 11th December, 2009. Once the
amended Scheme is approved by the equity shareholders and sanctioned by
the Honble Court, the amended Scheme is expected to be implemented by
the end of January 2010 having retrospective effect from the Appointed
Date i.e. 31 st October, 2009. Subsequent thereto, the Promoter
Groups intend to transfer their shareholding inter-se in the three
demerged entities as provided in Clause 5.8 of the Scheme.
In view of the above, within the meaning of Accounting Standard (AS) 24
on "Discontinuing Operations", the operations of Kolkata undertaking
and Mumbai undertaking constitute discontinuing operations. As at 30th
September, 2009, the carrying amount of the assets of the Kolkata
undertaking were Rs 40112.29 Lakhs (prior year Rs 38731.48 Lakhs), and
of the Mumbai undertaking were Rs 39429.73 Lakhs (prior year Rs
42005.98 Lakhs) and their liabilities were Rs 22028.95 Lakhs (prior
year Rs 21094.39 Lakhs) and Rs 29111.48 Lakhs (prior year Rs 30353.95
Lakhs) respectively.
The following statement shows the revenue and expenditure of continuing
and discontinuing operations of the Company.
6. Letters for confirmation of balances sent to parties have been
received back only in a few cases and discrepancies, if any, pointed
out by the parties are being investigated for necessary adjustments to
be carried out.
7. Loans and advances include a claim in respect of stamp duty lodged
with Maharashtra Tourism Development Corporation (MTDC) by the Company
relating to land of Hotel Hyatt Regency Mumbai, considered to be fully
recoverable in the opinion of the Management and as confirmed by the
Audit Committee, as per letter subsequent to the balance sheet date
received from MTDC.
8. Out of the Service Tax demand raised and paid during the prior
year for Rs.146.11 Lakhs, Rs. 95.94 Lakhs had been paid under protest.
In the opinion of the Company, amount paid under protest is not liable
to be paid and hence has been included under "Loans & Advances" as
"Claims Recoverable" vide application dated May 9, 2008. The Company
has also received notices with regard to Service Tax demand on certain
services aggregating to Rs.482.54 Lakhs considered not tenable in the
opinion of the Company. These are thus included under "Contingent
Liabilities" as "Claims against the Company not acknowledged as debts"
and no provision has been made against the same.
9. (a) Computation of Net Profit as per Section 349 read with Section
309 (5) and Section 198 of the Companies Act, 1956 Profit before tax
Add/ (Less):
Loss on Fixed Assets sold / discarded (net) Loss/(Gain) on sale of
investments (net) Provision no longer required written back Provision
for Diminution in value of Investment written back Provision for
Doubtful debts / advances Provision for Wealth Tax ( net) NET PROFIT AS
PER SECTION 349 Managerial Remuneration (as stated below) PROFIT AS PER
SECTION 198 Commission @ 2% amounting to Rs. 346.92 Lakhs (prior year
Rs. 395.53 Lakhs) of the above payable to each of the three Managing
Directors included under the head "Salaries, Wages and Ex Gratia"
aggregating to :
Commission payable to each of the Eight Non Executive Directors @ 1% of
Profit as above subject to maximum of Rs 5 Lakhs (prior year Rs.5
Lakhs) per Director per annum included under the head "Salaries, Wages
and Ex Gratia" aggregating to : * includes commission of Rs.2.5 Lakhs
to each non-executive director pending approval at the annual general
meeting. (b) Managerial Remuneration (excluding provision for
gratuity) to Directors : Salaries
House Rent Allowance Commission
Provident Fund Contribution Monetary value of Perquisites
10. The Company is presently operating an integrated hotel business at
three geographical locations. The operations of these hotels namely
Hyatt Regency Delhi, Hyatt Regency Kolkata and Hyatt Regency Mumbai are
governed by the same set of risks and returns and hence have been
considered as representing a Single Segment. The said treatment is in
accordance with the guiding principles enunciated in the Accounting
Standard (AS)- 17 on Segment Reporting. The Company, during the prior
year, had altered its object clause of memorandum of association and
entered into a different business segment, viz., power generation,
governed by different risks and returns. However, it is not a
reportable segment as defined under the said Accounting Standard, and
therefore, no separate disclosures have been made. The assets,
liabilities and revenues relating to the said business have however,
been disclosed in the accounts separately.
11. Municipal Corporation of Delhi introduced a new method for payment
of property tax under Unit Area Scheme w.e.f. 1st April, 2004. The
Federation of Hotels and Restaurants Association of India (FHRAI) and
the Company filed a writ petition in the High Court of Delhi against
the said new method, which is still pending. However, in terms of the
interim order dated 10th September, 2004 passed by the Honble High
Court, the Company has been paying a sum of Rs. 54.52 Lakhs per annum
based on the Ratable Value method then existing. However, as a matter
of abundant caution, and based on the legal opinion obtained by the
Company, the Company has provided for the difference in property tax as
per Unit Area Scheme and the payments made since introduction of the
said new method, alongwith interest thereon. Such calculations are
based on usage factor of 10.
12. The Company has classified the various benefits provided to
employees as under: -
(a) Defined contribution plans i) Provident fund
During the period, the Company has recognized the following amounts in
the profit and loss account: Employers contribution to provident fund
Rs. 527.52 Lakhs (prior year Rs. 272.33 Lakhs)
(b) Defined benefit plans
a) Contribution to Gratuity funds
b) Compensated absences - Earned leave
In accordance with Accounting Standard 15 (revised 2005), actuarial
valuation was done in respect of the aforesaid defined benefit plans
based on the following assumptions- Economic Assumptions The discount
rate and salary increases assumed are the key financial assumptions and
should be considered together; it is the difference or gap between
these rates which is more important than the individual rates in
isolation. Discount Rate
The discounting rate is based on the gross redemption yield on medium
to long term risk free investments. The estimated term of the benefit
obligations works out to 0 years. For the current valuation a discount
rate of 8 % pa. compound, has been used in consultation with the
employer.
Salary Escalation Rate
The salary escalation rate usually consists of at least three
components, viz. Regular increments, price inflation and promotional
increases. In addition to this any commitments by the management
regarding future salary increases and the companys philosophy towards
employee remuneration are also to be taken into account. Again a
long-term view as to the trend in salary increase rates has to be taken
rather than be guided by the escalation rates experienced in the
immediate past, if they have been influenced by unusual factors. The
assumptions used are summarised in the following table:
13. Related Party Disclosures
a) Parties which significantly influence the Company (either
individually or with others)
(i) Yans Enterprises (H.K.) Ltd.
(ii) DSO Ltd.
(iii) Saraf Industries Ltd.
b) Parties which are significantly influenced by the Company (either
individually or with others) (i) GJS Hotels Limited - a subsidiary
company
(ii) Aria Hotels & Consultancy Services Private Limited - a subsidiary
company
(iii) Chillwinds Hotels Limited - a subsidiary company
(iv) Vardhman Hotels Limited - a subsidiary company
(v) Regency Convention Centre & Hotels Ltd - a subsidiary company (an
erstwhile associate company in the prior year)
14. (A) The Company has been exempted vide order no 46/91/2008-CL-l II
dated 23rd May 2008 of Ministry of Corporate Affairs, Government of
India under Section 211 (4) of the Companies Act, 1956 from disclosure
of quantitative details of turnover, opening and closing stock,
purchases, production and consumption of raw materials for the
financial years ended March 31, 2008, March 31, 2009 and March 31,
2010.
15. During the prior year, the Company with an object to facilitate
trifurcation under the Scheme had allotted 2 crores 1% Cumulative
Redeemable Non Convertible Preference Shares (NCPS) of Rs 10/- each at
a premium of Rs 80/- per share. As per the respective Subscription
Agreement with Infrastructure Development Finance Company Limited
(IDFC) and Magus Estate and Hotels Limited (Magus), a Company in which
two of the directors are interested for subscription to the said
preference shares, the Company is to redeem the said Preference Shares
in three installments of 25%, 25% and 50% (including premiums)
respectively as under:
Date of Redemption Amount of Redemption including Redemption
Premium
(Rs. in Lakhs)
IDFC MAGUS (as per agreed revised terms)
June 30, 2008 3303.00 2250.00
June 30, 2009 2989.00 2250.00
June 30, 2010 4832.00 4500.00
During the period, 50% of such NCPS have already been redeemed. An
amount of Rs. 17,458 Lakhs, out of the proceeds from the above said
preference shares had been subscribed as equity in GJS Hotels Ltd, a
subsidiary of the Company which is to be a part of the Kolkata
undertaking in terms of the Scheme.
16. Subsequent to 30th September, 2009, the Company has received Rs.
3000 lakhs on October 14, 2009 and Rs.31100 Lakhs on October 16,2009 as
subscription money against the Fully Convertible Preference Shares
(FCPS) which are to be issued pursuant to the Scheme.
The Object of the aforesaid proposed issue on preferential allotment
basis is to facilitate the trifurcation of the Company as envisaged in
the Scheme. The above proceeds may be allocated, for the purposes of
the utilisation, by the Board of Directors of the Company, to their
undertakings as per their expansion/ financial plans or otherwise.
The FCPS shall be convertible, in one or more tranches, into equity
shares of face value of Rs.10/- each of the respective companies, i.e.
AHL Residual Company, Transferee Company-I or Transferee Company-ll, as
the case may be, based on allocation of FCPS in terms of the Scheme.
17. In the prior year, Government of India had promulgated an Act
namely The Micro, Small and Medium Enterprises Development Act, 2006
(MSMED Act, 2006) which came in to force with effect from October 2,
2006. The Company had sent letters to its suppliers for confirmations
of their registration in MSMED Act, 2006 and on the basis of reply
received from suppliers the disclosure is given below.
The Disclosure relating to Micro and Small Enterprises are as follows:
18. During the period, Term Loans taken by Aria Hotels and Consultancy
Services Private Limited, a subsidiary company, from a financial
institution and bank are secured by way of:-
(a) Mortgage by way of second pari passu charge created by the Company
on its immovable property situated at Mumbai namely Hotel Hyatt Regency
Mumbai.
(b) First pari passu charge created by the Company on credit card
receivables of Hotel Hyatt Regency Mumbai.
(c) Pledge of Investment of the Company in Aria Hotels and Consultancy
Services Private Limited, a subsidiary company.
(d) Personal Guarantees of the two of the directors of the Company.
19. The amount of foreign currency exposures that are not hedged by a
derivative instruments or otherwise as on 30th September 2009 are as
under:
20. The Company had obtained approval of the Registrar of Companies,
NCT of Delhi & Haryana under Section 210 of the Companies Act, 1956,
for extension of accounting year 2008-09. Accordingly, the current
accounting period is for eighteen months from 1 st April, 2008 to 30th
September, 2009 and hence the prior year figures are not comparable.
21. Prior year figures have been regrouped and rearranged wherever
necessary. Schedules 1 to 21 form an integral part of the Balance
Sheet as at 30th September, 2009 and Profit & Loss Account for the
eighteen months period ended on that date.
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