Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable than 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. When the Company expects some or all of the provisions to be reimbursed, the expenses relating to the provisions is presented in the statement of profit and loss net of any reimbursement.
If the effect of the time value of the 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 provisions due to the passage of time is recognised as a finance cost.
Contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. The Company does not recognize a contingent liability but discloses its existence in the financial statements."
Contingent assets
Contingent assets has to be recognised in the financial statements in the period in which if it is virtually certain that an inflow of economic benefits will arise. Contingent assets are assessed continually and no such benefits were found for current financial period. Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date."
1.3.15 Events after reporting date
Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such event is adjusted within the financial statements. Otherwise, events after the balance sheet date of material size or nature are only disclosed.
1.3.16 Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders of parent company (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the Company and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares."
1.4 Recent accounting pronouncements
The Ministry of Corporate Affairs (MCA) notifies new standards or amendments to the existing standards under companies (Indian accounting standard) Rules as issued from time to time. For the year ending 31st March 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
B Terms and rights attached to equity shares
The Company has only one class of issued, subscribed and paid up equity shares having a par value of C10/- each per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. 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 share holders.
C Bonus Shares/ Buy back shares for consideration other than cash issued during the past five years:
(1) Aggregate number and class of shares allotted as fully paid up pursuant to contracts without payment being received in Cash - Nil
(2) Aggregate number and class of shares allotted as fully paid up by way of Bonus shares - Nil
(3) Aggregate number and class of Shares bought back - Nil
Nature and purpose of reserves Capital reserve
The reserve comprises of profits/gains of capital nature earned by the Company and credited directly to such reserve. Securities premium
Securities premium is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Act.
Revaluation reserve
A revaluation reserve is an equity account created to record the increase in value of a company's assets when their current market value exceeds their historical cost, reflecting unrealized gains that are not distributable as profits.
General reserve
General reserve represents appropriation of retained earnings and are available for distribution to shareholders.
Capital reduction reserve
Capital reduction reserve reflects the decrease in a company's share capital.
Retained earnings
Retained earnings represents surplus/accumulated earnings of the Company and are available for distribution to shareholders.
30 Operating segment
Ind AS 108 “Operating Segment” ("Ind AS 108”) establishes standards for the way that business enterprises report information about operating segments and related disclosures about products and services, geographic areas, and major customers. Based on the “management approach” as defined in Ind AS 108, Operating segments are to be reported in a manner consistent with the internal reporting provided to the Board of directors, herewith after referred to as Chief Operating Decision Maker (fCODM'). The CODM evaluates the Company's performance and allocates resources on overall basis. The Company's operations fall within a single business segment “Hotelier”. Hence, no segment disclosures of the Company is presented.
II. Fair value hierarchy:
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either
observable or unobservable and consists of the following three levels:
(a) Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices in an active market. This includes listed equity instruments, traded debentures and mutual funds that have quoted price/ declared NAV. The fair value of all equity instruments (including debentures) which are traded in the stock exchanges is valued using the closing price as at the reporting period.
(b) Level 2: Level 2 hierarchy includes financial instruments that are not traded in an active market (for example, traded bonds/debentures, over the counter derivatives). The fair value in this hierarchy is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entityspecific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
(c) Level 3: If one or more of the significant Inputs is not based on observable market data, the instrument is included in Level 3. Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. Financial instruments such as unlisted equity shares, loans are included in this hierarchy.
III. Valuation techniques used to determine fair value
Specific valuation techniques used to value financial instruments include :
- the fair value of certain unlisted equity shares are determined based on the income approach or the comparable market approach, and for certain equity shares equals to the cost
- the fair value for the currency swap is determined using forward exchange rate for balance maturity.
- the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.
- the fair value of the forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.
- the fair value preference shares and the remaining financial instruments is determined using discounted cash flow analysis. The valuation model considers the present value of expected receipt/payment discounted using appropriate discounting rates.
The investments included in level 3 of the fair value hierarchy have been valued using the discounted cash flow
technique to arrive at the fair value.
32 Financial risk management
Risk Management Framework
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The board of directors is responsible for developing and monitoring the Company's risk management policies.
The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Audit Committee oversees how management monitors compliance with the Company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
(A) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers, cash and cash equivalents and other bank balances, derivatives and investment securities. The carrying amounts of financial assets represent the maximum credit exposure.
(a) Trade receivables from customers
The Company does not have any significant credit exposure in relation to revenue generated from its hospitality business. Sale limits are established for each customer, reviewed regularly and any sales exceeding those limits require approval from the appropriate authority. There are no significant concentrations of credit risk within the Company.
Impairment
The ageing of trade and other receivables that were not impaired was as follows.
(c) Derivatives
The company has not entered into any derivative contracts.
(d) Other financial assets
Other financial assets are neither past due nor impaired.
(B) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
(b) Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.
The Company has sufficient current assets comprising of Trade Receivables, Cash & Cash Equivalents, Other Bank Balances (other than restricted balances), Loans and Other Current Financial Assets to manage the liquidity risk, if any in relation to current financial liabilities.The Company has overdraft facilities, general corporate borrowings, which are used to ensure that the financial obligations are met as they fall due in case of any deficit.
(c) Capital risk management
The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders. The Company monitors capital using a ratio of 'adjusted net debt' to 'adjusted equity'. For this purpose, adjusted net debt is defined as total borrowings, comprising interest-bearing loans and borrowings, less cash and cash equivalents and bank deposits. Adjusted equity comprises all components of equity.
(C) Market risk
Market risk is the risk that changes in market prices such as foreign exchange rates and interest rates will effect the Company's income or the value of its holdings of financial instruments. Objective of market risk management is to manage and limit exposure of the company's earnings and equity to losses.
(a) Currency risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss and other comprehensive income, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities. Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in US Dollar against the functional currencies of the Company. The Company, as per its risk management policy, uses natural hedge technique of adjusting foreign currency receivables against currency payables. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. Exposure to all other foreign currencies other than US Dollar is not material.
Exposure to currency risk
The summary quantitative data about the Company's exposure to currency risk as reported to the management of the Company is as follows. The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.
(b) Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing financial assets or borrowings because of fluctuations in the interest rates, if such assets/borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing borrowings will fluctuate because of fluctuations in the interest rates. The Group adopts a policy to hedge the interest rate movement in order to mitigate the risk with regards to floating rate linked loans based on the market outlook on interest rates. This is achieved partly by entering into fixed rate instruments and partly by borrowing at a floating rate and using interest rate swaps as hedges of the variability in cash flows attributable to interest rate risk.
No borrowings are obtained as interest swaps as on 31 March 2025 and 31 March 2024.
Fair value sensitivity analysis for fixed-rate instruments
The Company's fixed rate borrowings are carried at amortized cost. They are therefore not subject to interest rate risk as defined in Ind AS 107 Financial Instruments: Disclosures, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
Cash flow sensitivity analysis for variable-rate instruments
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased/ (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant. In cases where the related interest rate risk is capitalized to fixed assets, the impact indicated below may affect the Company's income statement over the remaining life of the related fixed assets.
(ii) Defined Benefit Plans Gratuity
The company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary plus Dearness allowance per month computed proportionately for 15 days salary multiplied with the number of years of service. The company operates post retirement gratuity plan with LIC of India. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
The above sensitivity analysis is based on a change in each 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 (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
Risk exposure
Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below:
Interest rate risk:
The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.
Salary inflation risk:
Higher than expected increases in salary will increase the defined benefit obligation.
Demographic risk:
This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.
Regulatory Risk:
Benefit is paid in accordance with the Rules of Establishment (as may be amended from time to time). There is a risk of change in provisions of Rules requiring higher Plan Benefit pay outs (e.g, change in benefit formula).
Asset Liability Mismatching or Market Risk:
The duration of the liability is longer compared to duration of assets, exposing the Company to market risk for volatilities/fall in interest rate.
Investment Risk:
The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.
36 Additional disclosure under the regulatory requirements:
(i) There are no proceeding initiated or pending against the Company as at 31 March 2025 and as at 31 March 2024, under Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016).
(ii) The Company is not declared a wilful defaulter by any bank or financial institution or other lender.
(iii) The Company has no such transaction which is not recorded in the books of account 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).
(iv) The Company have not advanced or loaned or invested funds (either from borrowed funds or share premium or any other sources or kind of 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.”
(v) 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 Company 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.”
(vi) The Company has not entered into any transaction with the companies struck off as per Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.
(vii) The Company has not traded or invested in crypto or virtual currency during the current year and previous year.
(viii) There are no Loans or Advances except as disclosed in note 4.6, in the nature of loans are granted to promoters, directors, KMPJs and the related parties (as defined under the Companies Act, 2013,) either severally or jointly with any other person, that are:
(a) repayable on demand; or
(b) without specifying any terms or period of repayment.”
(ix) Compliance with number of layers if companies prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017 is not applicable.
(x) The Company has not borrowed any money from banks or financial institutions on the basis of security of current assets during the current year and previous year.
(xi) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(xii) The Company has the following charges or satisfaction which are yet to registered with ROC beyond the statutory period.
37 Insolvency and Bankruptcy Code
During the financial year 2017-2018, Corporate insolvency resolution process ("CIRP”) was initiated pursuant to a petition filed by one of its financial creditors, Asset Reconstruction Company (India) Limited ("ARCIL”) under Section 7of the Insolvency and Bankruptcy Code, 2016 ("IBC”). ARCIL filed the petition before the National Company Law Tribunal, State Bench, Hyderabad ("Adjudicating Authority”) vide Company Petition No. (IB)-219/7/(HBD)/2017 on July 03, 2017. The Adjudicating Authority admitted the said petition and the CIRP for the Company commenced on March 12, 2018. Pursuant to this, based on the application made by the Committee of Creditors of the Company ("COC”), the Hon'ble NCLT appointed Dr G.V. Narasimha Rao ("RP”) as the new Resolution Professional for conducting Corporate Insolvency Resolution Process vide order dated April 13, 2022. Pursuant to COCJs approval of resolution plan dated September 29, 2022 as submitted by the Resolution Applicant, Anirudh Agro Farms Limited ("AAFL”), RP has filed an application for the approval of the resolution plan as submitted by AAFL before Hon'ble NCLT on November 11, 2022. NCLT rejected the said resolution plan on June 9, 2023 on technical grounds. The order of NCLT was challenged before the Hon'ble National Company Law Appellate Tribunal, Chennai Bench ("NCLAT”). On October 6, 2023, NCLAT pronounced an order in CA(AT)(CH)(Ins).No.166 of 2023 & 183 of 2023, appeals filed by the AAFL and COC respectively and allowed the IA (IBC) 1343 of 2022 in CP(IB) N0.219/2017, an application filed by the RP for approval of the Resolution Plan submitted by AAFL with NCLT under section 30 & 31 of the Insolvency and Bankruptcy Code, 2016.
The impact of the NCLAT Order is effective from the Trigger Date, i.e. October 10, 2023 and the same is reflected in the financial results for the year ended March 31, 2024 & March 31, 2025
Accordingly, keeping in view the Order dated October 10, 2023:
i. As per the Resolution Plan and the order of NCLAT, Monitoring Committee ("MC”) consisting of Managing Agent (former RP), 2 representatives from CoC (assenting creditors) and 2 representatives from AAFL were appointed. AAFL, through its SPV, Loko Hospitality Private Limited infused the share capital (first tranche as per Resolution Plan) of C 60,00,00,000 (Rupees Sixty Crores only) towards subscription of Equity shares and accordingly MC confirmed that October 10, 2023 as the Trigger Date for the Resolution Plan and for payment of CIRP cost and employee related dues, and payment to financial creditors in terms of the approved Resolution Plan.
The Monitoring Committee in its meeting held on October 11, 2023 has also approved the following in terms of the Resolution Plan:
1. Cancellation and extinguishment of 56,87,781 Equity shares of C 10/- each held by the erstwhile Promoter Group.
2. The Equity Shares held by the existing Public Shareholders were stand restructured, reduced, reorganized, consolidated and extinguished (as required) as a part of this Resolution Plan such that the Equity Shares held by the existing Public Shareholders post such restructuring and reorganization shall be 6,31,579 Equity Shares constituting 1% (one percent) of the issued and paid - up equity share capital of the Company.
3. Issuance of 6,00,00,000 Equity Shares Face Value of C 10/- each to the Loko Hospitality Private Limited, the SPV of Resolution Applicant representing 95% of the issued & paid up equity share capital of the Company.
4. The assenting financial creditors were further allotted 25,26,316 equity shares at face value of 10 each aggregating to 253 Lakhs approx. representing 4°% of the issued & paid up equity share capital of the Company.
5. The Resolution Plan provides for the payment of admitted claims of the Company in the following manner:
6. Extinguishment of balance FC Debt and balance Operational Creditor Dues:
Resolution Applicant shall extinguish the Balance FC Debt (including that owed to the Related Parties) and
other Operational Creditor dues on the Effective Date, on and with effect from the NCLAT approval date
by virtue of the order of the NCLAT approving the Resolution Plan by transferring the difference amount to
Reserves.
i. The issued, subscribed and paid-up share capital of the Company, post the said extinguishment, reduction/consolidation and issuance shall stand at C6,315.79 Lakhs divided into 6,31,57,895 Equity Shares of face value of C10/- each.
ii. Further, the Company had intimated to the Monitoring Committee that the Company plans to prepay and settle in deferred tranches to various financial creditors ahead of the schedule proposed in the Resolution Plan. Upon receiving the formal consents from the respective financial creditors, the Company had made pre-payments and settled the dues of all the financial creditors during the quarter and nine months ended December 31, 2023. Consequent to this, the entire dues of various financial creditors as per the Resolution Plan, stand settled and discharged by the Company.
iii. Exceptional items for the year ended March 31, 2024, is C 318 Lakhs, which comprises of impairment of investments in the subsidiary companies, due to accumulated losses in the subsidiaries.
iv. All the liabilities that have been extinguished are accounted as per the approved Resolution Plan.
v. As per the approved Resolution Plan, the Company had to pay C 8,923.14 Lakhs to certain assenting Financial Creditors spread over a period of 675 days. However, the Company in mutual agreement with
the said Financial Creditors paid an upfront payment of C 6,795.05 Lakhs within a period of 60 days and settled the liability thereby the differential amount of C 2,128.09 Lakhs is transferred to the Reserves.
vi. The company moved an application on December 18, 2023, with the income tax department for the extinguishment of all the prior year demands under the Income Tax Act, 1961 pursuant to Hon'ble NCLAT order dated October 6, 2023. Subsequently, consequential orders deleting the demands raised prior to October 6, 2023, have been passed on March 14, 2024 giving effect to Hon'ble NCLAT order.
vii. As per the approved Resolution Plan, the holding company has extinguished the balance Financial Creditors' debt (including that owed to the related parties) and other Operational Creditor dues on the effective date i.e., 10 Oct 2023 by transferring the difference amount to Capital Reserves account. The closing balance of reserves, including retained earnings, of the group as at 31 March, 2025 is C17,675.08 Lakhs.
38 Certain amounts reported in the previous year's financial statements have been reclassified to conform to the current year's presentation. These reclassifications have no impact on the profit or loss or the net assets of the company and are made solely to improve comparability and clarity of the standalone financial statements. The nature and impact of such regroupings and reclassifications are as follows:
Standalone Statement of Profit and loss:
a. In Finance cost, only the interest expense and other borrowing costs are included. The other costs have been presented under other expenses.
b. The director sitting fees is presented under Employee Benefit expenses which was earlier grouped under other expenses.
Standalone Balance Sheet Items:
a. Capital Advances and Deposits with Government are regrouped from Other non-current financial assets to Other non-current assets.
b. Retention Money and Deposits from Suppliers and Other Payables are reclassified from Other current liabilities to Other current financial liabilities.
c. Non-current portion of provisions are reclassified to Non-current provisions.
d. Current maturities of lond debt is reclassified to Current borrowings from Other current liabilities.
e. Allowance for baddebts are netted off against Trade receivables from Current provisions.
f. Capital creditors are regrouped as separate line item under Other current financial liabilities from Trade payables.
g. Certain items of other current liabilities are regrouped from Current provisions to Other current liabilities.
h. Other deposits are regrouped from Other non-current assets to Other non-current financial assets.
i. Items relating to current tax assets(net) are regrouped from Other non-current assets and Current assets.
i. Balance relating to plan assets of gratuity trust is netted off against Provisions from Other non-current assets.
39 The Company did not have any long-term contract including derivative for which there were any material foreseeable losses.
40 All amounts less than C 0.01 have been disclosed as C 0.00.
For M/s Deva & Co. For and on behalf of the Board of Directors of
Chartered Accountants M/s. Viceroy Hotels Limited
Firm Regn.no. 000722S CIN: L55101TG1965PLC001048
(M Devaraja Reddy) (Ravinder Reddy Kondareddy) (Anirudh Reddy Kondareddy)
Partner Managing Director & CEO Non-Executive Director
Membership No. 026202 DIN: 00040368 DIN: 08638985
Place: Hyderabad (Chappidi Siva Kumar Reddy) (Pradyumna Kodali)
Date: 19-05-2025 Company Secretary Chief Financial Officer
|