19.2 Terms / rights attached to the Equity Shares
Issued Share capital of the Company has only one class of shares referred to as equity shares having Par value of Rs.10/. Each holder of Equity Shares is entitled to One vote per share. In the event of the Liquidation of the company, the holder of equity shares will be entitled to receive any of the 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. The dividend proposed by the board of directors is subject to the approval of the sharehlders in the ensuing Annual General Meeting except in case of interim dividend.
19.5 Dividend
Final dividend distribution to shareholder is recognised as a liability in the period in which dividend is approved by the shareholders. Any interim dividend paid is recognised on approval by board of directors. Dividend payable is recognised directly in equity.
Companies are required to pay/ distribute dividend after deducting applicable taxes. The remittance of dividend outside India is governed by indian law on foreign exchange and is also subject to withholding tax at applicable rates.
Captial Reserve
The company recognise profit and Loss on purchase, sale, issue or cancellation of its own equity instrument to capital reserve.
Capital Redemption Reserve
Capital Redemption reserve represents the statutory reserve created when capital is redeemed.
Securities Premium
Securities premium represents amount received in excess of face value of the equity shares. The Securities premium can be applied by the company for limited purposes such as issuance of bonus shares, buy back of shares etc. in accordance with the provisions of Section 52 of the Companies Act, 2013.
General Reserve
General Reserve represents the statutory reserve, in accordance with indian Corporate law wherein a portion of profit is apportioned to general reserve. Under Companies Act, 1956 it was mandatory to transfer amount before a company can declare dividend. However, under Companies Act, 2013 transfer of any amount to General Reserve is at the discretion of the Company.
Statutory Reserve
The Statutory reserve represents reserve specifically created u/s 45 IC of Reserve Bank of India (Amendment) Act, 1997.
Equity Component of Compound financial instruments
The company has taken interest free inter corporate loan and interest free loan from director. The same has been presented as compound financial instrument i.e. present value of principle amount is presesented as financial liablitity in Non Current Borrowing in note no. 21 and the difference between transaction value and its fair value is recognised as equity component of compound financial instruments in other equity.
The term loans from Indusind Bank at Sr. No. A (i) and overdraft from State Bank of India at Sr No. B (i) above are net of transaction cost of Rs.877.69 Lakhs (P.Y. Rs. 1060.60 Lakh)
Secured
(i) (a) Term Loans From Indusind Bank
Secured by way of exclusive charge on company's hotel land and hotel building situated in Sector 44 Gurugram, exclusive charge on all present and future moveable fixed assets and current assets of Taj City Centre, Gurugram, personal guarantee of director Mr. Lalit Bhasin, Non Disposal Undertaking (NDU) of entire shareholding of the company held by Mr. Lalit Bhasin.
Retained Earnings
Retained earnings or accumulated surplus represents total of all profits retained since Company's inception. Retained earnings are credited with current year profits, reduced by losses, if any, dividend payouts, transfers to General reserve or any such other appropriations to specific reserves. Debit balance in retained earnings represents balance of accumulated losses.
Other Comprehensive Income Remeasurement gain/ (losses) on defined benefit plan
The Company recognises change on account of remeasurement of the net defined benefit liability/(asset) as part of other comprehensive income.
Term Loan - (1) For Loan amount of Rs 64.80 Crore, the Rate of Interest is 1.45% over and above Bank's one year MCLR (upto 27.02.2024) and 9.25% p.a. fixed (upto 28.02.2026) and 2.75% over and above Repo Rate and (2) For loan amount of Rs. 104.33 Crore the Rate of Interest for first five years is 5.66% (upto 26.12.21) and 3.89% (w.e.f. 27.12.21) over and above Bank's Overnight MIBOR upto 28.02.2025 and thereafter the rate will be 2.75% over and above Bank's Repo Rate.
(v) Preference Shares carries 9% coupon rate of dividend (Non-Cumulative). The holders of Preference Shares shall not be entitled to receive notice of or to attend and vote at General meetings of the Equity Shareholders of the Company .The holders of Preference Shares shall be entitled to attend meetings and vote (one vote per share) only on the Resolutions directly affecting their rights. Also the Preference Shareholders shall not be entitled to any bonus or right issue etc. of Equity Shares or other Securities of the Company. The Preference Shares shall carry a preferential right over the Equity Shares of the Company as regards to payment of Dividend and as regards to repayment of the Capital in the event of winding up of the Company.
As per the sanction, the term loan was repayable in quarterly installments commencing from May 2020 and ending in August 2033. However, In terms of RBI notification number - RBI/2019-20/186 (DOR No.BP. BC.47/21.04.048/2019-20) dated 27th, March 2020 and RBI/2019-20/244 (DOR.No.BP.BC.71/21.04.048/2019-20) dated 23rd May 2020, the Company had applied to the Bank for a moratorium on repayment of loan, based on which the tenure of the loan moved ahead by 6 months. Accordingly, the quarterly loan repayments started from November 2020 and the last installment will be due in February 2034.
(i) (b) Working Capital Term Loan From Indusind Bank (GECL-2.0)
Secured by way of second charge over all the existing primary & collateral securities including mortages created in favour of the Indusind bank.
Working Capital Term Loan of Rs. 35.34 Cr. sanctioned under ECLGS of NCGTC. The Rate of Interest is linked to one of the external benchmark lending rate prescribed by RBI (for MSMEs)/ marginal cost of lending rate (or non MSMEs) 1% but subject to a cap of 9.25% per annum.
As per the sanction, the working capital term loan is repayble in 48 equal instalments starting from January 2022 and the last installment will be due in December 2025.
(i) (c) Working Capital Term Loan From Indusind Bank (GECL-3.0)
Secured by way of second charge over all the existing primary & collateral securities including mortages created in favour of the Indusind bank.
* Preference Shares shall be redeemed in three annual installments i.e : -
- At the rate of Rs. 30/- in the 12th year from the date of Allotment (21/11/2030)
- At the rate of Rs. 30/- in the 13th year from the date of Allotment (21/11/2031)
- Remaining balance at the rate of Rs. 40/- in the 14th year from the date of Allotment (21/11/2032).
# Preference Shares shall be redeemed in three annual installments i.e : -
- At the rate of Rs. 30/- in the 12th year from the date of Allotment (19/09/2032)
- At the rate of Rs. 30/- in the 13th year from the date of Allotment (19/09/2033)
- Remaining balance at the rate of Rs. 40/- in the 14th year from the date of Allotment (19/09/2034).
Working Capital Term Loan of Rs. 35.34 Cr. sanctioned under GECLS of NCGTC. The Rate of Interest is linked to one of the external benchmark lending rate prescribed by RBI (for MSMEs)/ marginal cost of lending rate (or non MSMEs) 0.25% but subject to a cap of 9.25% per annum.
As per the sanction, the working capital term loan is repayble in 48 equal instalments starting from September 2023 and the last installment will be due in August 2027.
Unsecured(i) Overdraft Facility from State Bank of India
Secured by way of equitable mortgage of Residential Property bearing no. C-2/7, Safdarjung Development Area, New Delhi belonging to Mr. Lalit Bhasin - Director of the Company and also his personal guarantee. The Rate of Interest is 3.05% over and above Bank's one year MCLR. The total loan tenure is of 7 years 10 months. The loan was repayable in 27 quarterly unequal installments starting from 1st quarter of 2017-18 and last installment was due in 3rd quarter of 2023-24. However, In terms of RBI notification number - RBI/2019-20/186 (DOR No.BPBC.47/21.04.048/2019-20) dated March 27, 2020 and RBI/2019-20/244 (DOR.No.BP.BC.71/21.04.048/2019-20) dated May 23, 2020, the Company had applied to the Bank for a moratorium on repayment of loan, based on which the tenure of the loan moved ahead by 3 months. Accordingly, the last installment was due in Feb 2024 and the same has been paid.
(ii) Working Capital Term Loan (GECL-2.0) from State Bank of India
Secured by way of equitable mortgage of Residential Property bearing no. C-2/7, Safdarjung Development Area, New Delhi belonging to Mr. Lalit Bhasin - Director of the Company and also his personal guarantee. The Rate of Interest is 1% above 6 months MCLR but subject to a cap of 9.25% per annum. As per the sanction, the working capital term loan is repayble in 48 equal instalments starting from March 2022 and the last installment will be due in January, 2026.
(iii) Working Capital Term Loan (GECL-3.0) from State Bank of India
Secured by way of equitable mortgage of Residential Property bearing no. C-2/7,Safdarjung Development Area ,New Delhi belonging to Mr. Lalit Bhasin -Director of the Company and also his personal guarantee. The Rate of Interest is 1% above EBLR but subject to a cap of 9.25% per annum. As per the sanction, the working capital term loan is repayble in 48 equal instalments starting from June 2023 and the last installment will be due in Apr, 2027.
(iv) Debt Component of compounded financial instruments
The Loans are repayable after 3 years starting from date of agreement i.e. 01st April, 2022 and carries interest @ 10% p.a.
* The figures shown above are net of Ind-AS adjustments. The gross amount as on 31st March, 2024 is Rs. 3.60 Crores. (P.Y. Rs. 3.60 Crores).
37. FINANCIAL RISK MANAGEMENT FINANCIAL RISK FACTORS
The Company's principal financial liabilities, comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to manage finances for the Company's operations. The Company has short term trade receivable and bank deposits which are under lien with banks for availing credit facilities. The Company's activities expose it to a variety of financial risks:
i) MARKET RISK
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits and investments. Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. This is based on the financial assets and financial liabilities held as of 31st March, 2023 and 31st March, 2024.
ii) CREDIT RISK
Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.
iii) LIQUIDITY RISK
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses.
The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.
MARKET RISK
The sensitivity analysis excludes the impact of movements in market variables on the carrying value of post-employment benefit obligations provisions and on the non-financial assets and liabilities. The sensitivity of the relevant Statement of Profit and Loss item is the effect of the assumed changes in the respective market risks. The Company's activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates. However, such effect is not material.
(a) FOREIGN EXCHANGE RISK AND SENSITIVITY
The Company transacts business primarily in Indian Rupee. However, the Company has transactions in USD, Euro, GBP and others. The Company has negligible foreign currency trade payables and is therefore, foreign exchange risk, is not material. There are no other foreign currency monetary items, so the company does not face any foreign exchange risk.
(b) INTEREST RATE RISK AND SENSITIVITY
The Company's exposure to the risk of changes in market interest rates relates primarily to long term debt. All borrowings are at floating rate. Borrowing issued at variable rate expose the company to cash flow interest rate risk. Weighted average cost of borrowing is 11.12% for the year ended 31st March, 2024 (9.37% for the year ended 31st March, 2023). With all other variable held constants the following table demonstrate the impact of borrowing cost on floating rate portion of loans and borrowing:
CREDIT RISK
The Company is not significantly exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks which are under lien with banks for availing credit facilities.
TRADE RECEIVABLES
The Company extends credit to corporate customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. The Company monitors the payment track record of the customers. Outstanding customer receivables are regularly monitored. However, average credit period to customers is approximately fourteen days. The company does not allow any credit period in respect of Walk-in Customers and is therefore not exposed to at any credit risk.
LIQUIDITY RISK
The Company's objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements. In case of temporary short fall in liquidity to repay the bank borrowing/ operational short fall, promoters envisage to infuse capital and loans.
The table below provides undiscounted cash flows towards non-derivative financial liabilities into relevant maturity based on the remaining period at the balance sheet to the contractual maturity date.
CAPITAL RISK MANAGEMENT
The Company aim to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders.
The capital structure of the Company is based on management's judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. The Company's primary objective when managing capital is to ensure the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.
The Company's policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
The Company monitors capital using a gearing ratio, which is net debt divided by total capital. Net debt is calculated as loans and borrowings less cash and cash equivalents.
FAIR VALUE HIERARCHY
The Company measures financial instruments at fair value in accordance with the accounting policies mentioned above. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
• Level 1: Quoted prices/NAV for identical instruments in an active market;
• Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and
• Level 3: Inputs which are not based on observable market data.
When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
The following table provides the fair value measurement hierarchy of Company’s asset and liabilities, grouped into Level-1 to Level-2 as described below:
39. SEGMENT INFORMATION
Information about Primary Segment
The Company operates in a Single Primary Segment (Business Segment) i.e. Hotel Operations.
Information about Geographical Segment - Secondary
The Company's operations are located in India. The Management has not identified any geographical segment.
Hence, there are no separate reportable segment as required by the Ind AS -108 on operating segment
Other Comprehensive Income presentation of defined benefit plan
- Gratuity is defined benefit plan, Re-measurement gains/(losses) on defined benefit plans is shown under Other Comprehensive Incomeas Items that will not be reclassified to profit or loss and also the income tax effect on the same.
- Leave encashment cost is in the nature of short term employee benefits. Presentation in Statement of Profit and Loss and Balance Sheet
The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (projected unit credit method) has been applied as when calculating the defined benefit obligation recognised within the Balance Sheet.
Expense for service cost, net interest on net defined benefit liability (asset) is charged to Statement of Profit & Loss.
IND AS 19 do not require segregation of provision in current and non-current, however net defined liability (Assets) is shown as current and non-current provision in balance sheet as per IND AS 1.
Actuarial liability for short term benefits (leave encashment cost) is shown as current and non-current provision in balance sheet.
The Company assesses these assumptions with its projected long-term plans of growth and prevalent industry standards. The mortality rates used are as published by one of the leading life insurance companies in India.
41. OTHER DISCLOSURES
Details of loans given, investment made and Guarantees given, covered u/s 186(4) of the Companies Act, 2013.
Investment made and loan given is disclosed under the Investment Schedule and loan schedule of balance sheet (refer note 7 & 15 read with note no. 43). The company has not given any guarantee.
42. CONTINGENT LIABILITIES i) DUTIES AND TAXES
|
Amount (Rs. in Lakhs)
|
|
Particulars
|
As at
31st March, 2024
|
As at
31st March, 2023
|
|
Property Tax1
|
78.21
|
78.21
|
|
Vacant Land Tax (Under Appeal in Delhi High Court)
|
2.29
|
2.29
|
|
Income Tax (Under Appeal with CIT (A), New Delhi)
|
144.78
|
144.78
|
|
Total
|
225.28
|
225.28
|
(1) The total demand raised by MCD was Rs. 83.86 Lakh (Previous Year Rs. 83.86 Lakh). Against this, the company deposited the admitted liability of Rs. 5.65 Lakh (Previous Year Rs. 5.65 Lakh). For the balance amount of Rs. 78.21 Lakh the company had filed a Writ Petition before the Hon'ble Delhi High Court. The company had also filed a stay petition before the Hon'ble High Court praying for stay for the payment of aforesaid amount of Rs. 78.21 Lakh. As per direction of Hon'ble Court the company paid a sum of Rs. 10.18 Lakh against the aforesaid demand and stay has been granted for the balance amount. The Hon'ble High Court directed MCD to re-compute the tax. In the opinion of management the demand raised by MCD is not sustainable and no further liability will arise and therefore the aforesaid amount of Rs.10.18 Lakh paid by the company is being shown as recoverable in the Balance Sheet under the head Short Term Loans and Advances.
demand. The Hon'ble High Court, vide its order dated 4th December, 2006 set-aside the matter to DDA for reconsideration. DDA vide Notice dated 12.01.2010 demanded a sum of Rs. 398.46 lakhs (excluding interest) towards ground rent upto the period 14.07.2010. Aggrieved by the said demand, the company again filed a writ petition in the Hon'ble High Court of Delhi which vide its order dated 31.05.2010 stayed the operations of the order of DDA subject to company depositing a sum of Rs. 100 Lakhs. As per the direction of Hon'ble High court, the company has deposited the said amount of Rs. 100 lakhs on 10.06.2010.
The matter is pending for final disposal by the Hon'ble Court. The liability will be determined only after the disposal of matter by the Hon'ble High Court of Delhi ; and therefore at this stage, in the opinion of management any further provision is neither considered necessary nor ascertainable. The effect of any arrear/ excess amount will be taken after the decision of the Hon'ble Court.
Growth rates: The growth rates used are in line with the long term average growth rates of the respective industry and country in which the Company operates and are consistent with the forecasts included in the industry reports.
Capital expenditures: The cash flow forecasts of capital expenditure are based on past experience coupled with additional capital expenditure required
46. DISCLOSURE OF LOANS / ADVANCES IN THE NATURE OF LOANS IN TERMS OF PROVISION OF REGULATION 34 OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:
45. IMPAIRMENT REVIEW
Assets are tested for impairment whenever there are any internal or external indicators of impairment.
Impairment test is performed at the level of each Cash Generating Unit ('CGU') or groups of CGUs within the Company at which the goodwill or other assets are monitored for internal management purposes, within an operating segment.
The impairment assessment is based on higher of value in use and value from sale calculations.
During the year, the testing did not result in any impairment in the carrying amount of goodwill and other assets.
The measurement of the cash generating units' value in use is determined based on financial plans that have been used by management for internal purposes. The planning horizon reflects the assumptions for short to- midterm market conditions.
Key assumptions used in value-in-use calculations:
- Operating margins (Earnings before interest and taxes)
- Discount rate
- Growth rates
- Capital expenditures
Operating margins: Operating margins have been estimated based on past experience after considering incremental revenue arising out of adoption of valued added and data services from the existing and new customers, though these benefits are partially offset by decline in tariffs in a hyper competitive scenario. Margins will be positively impacted from the efficiencies and initiatives driven by the Company; at the same time, factors like higher churn, increased cost of operations may impact the margins negatively.
Discount rate: Discount rate reflects the current market assessment of the risks specific to a CGU or group of CGUs. The discount rate is estimated based on the weighted average cost of capital for respective CGU or group of CGUs.
47. Pending Litigations
The Contingent liability in respect of pending litigations is disclosed in note no. 42. In addition, the company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The company's management does not reasonably expect that the above legal claims and proceedings, when ultimately concluded and decided will have a material and adverse effect on the company's results of operations or financial statements.
48. Corporate Social Responsibility
The company was not required to spend any amount on Corporate social responsibility activities during the current and previous year.
49. Negative Working Capital
As at the year end, the Company's current liabilities have exceeded its current assets by Rs. 7598.41 /- Lakhs (P.Y. Rs. 1931.83/- Lakhs) primarily due to decrease in bank balance as at the year end to Rs. 1124.55 /- Lakhs (P.Y. Rs. 1248.30/- Lakhs), increase in current maturity of borrowing facilities from bank by Rs. 599.22/- Lakhs (P.Y. Rs. 752.30/-Lakhs) and maturity of preference share capital of Rs. 5000.00/- Lakhs (P.Y. Rs. Nil falling due within 12 months following the balance sheet date. Management is confident of its ability to generate cash inflows from operations and also raise long term funds to meet its obligations on due date.
50. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.
51. The Company holds 58588 equity shares in its name as trustee in its depository account, These shares are a result of fractional entitlement under its Scheme of Arrangement.
52. Lease
Expenses recognised in the statement of profit & loss in respect of lease for current year Rs. Nil (Previous year Rs. Nil /-).
53. Other statutory information
i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.
ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
Note: - 1. In the absence of purchase price of share held by struck off companies face value is considered for reporting purpose.
iv) 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 for the financial years ended 31st March, 2024 and 31st March, 2023.
v) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
vi ) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
viii) The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961
ix) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
55. Previous year figures have been regrouped/ rearranged, wherever considered necessary to conform to current year's classification.
1
The company had received a show cause notice dated 17.11.2006 from Delhi Development Authority (DDA) demanding a sum of Rs. 258.68 Lakhs (Excluding un determined interest) on account of ground rent in respect of its property at Plot No. A-2, 3 & 4 in District Centre, Wazirpur, Delhi upto the period 14th July, 2006. Aggrieved by show cause notice issued by DDA, the company filed a writ petition in the Hon'ble High Court of Delhi Challenging the aforesaid
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