a) In the opinion of the Board, the current assets, loans and advances
are approximately of the value stated if realized in the ordinary
course of business. The provisions for all known liabilities are
adequate.
b) Contingent Liabilities
Claims against the Company not acknowledged as debts:
- Income Tax Liabilities for Ass. Year 2007-08: Rs. 146.22 Lacs (Previous
yearRs. 146.22 Lacs).
- Corporate Guarantee given: Rs. 1,836.40 Lacs (Previous year Rs. 1,000.00
Lacs).
c) Estimated amount of contracts remaining to be executed on capital
account not provided for (net of advance) Rs. 147.13 Lacs (Previous Year
Rs. NIL)
d) Segment Disclosures
As per Accounting Standard (AS) 17 on Segment Reporting, segment
information has been provided under notes to Consolidated Financial
Statements.
e) Acquisitions / Divestments
- Acquisitions:
During the year, the Company has formed/ acquired following subsidiary
Companies:
Delta Offshore Developers Ltd, (Mauritius) having paid up Equity share
capital of US$ 1.20 Lacs comprising of 1,200 equity Shares of US$ 100
for Rs. 54.20 Lacs each and share application money paid for Investment
made in 0% Optionally Convertible Redeemable 34,300 Preference shares @
100 US$ for Rs. 1,549.33 Lacs .
The Board of Directors and Investment Committee of the Company has at
their meeting held on 19th January, 2010, approved the purchase of
50.99% Equity Shares (22,18,400 Equity Shares ofRs. 10/- each) of Advani
Pleasure Cruise Company Private Limited (APCCPL) upon terms and
conditions agreed in the Share Purchase Agreement (SPA) between the
Company and Advani Hotels and Resorts (India) Limited (AHRIL).
Accordingly, on 20th September, 2010 the Company has acquired 22,18,500
shares of APCCPL from AHRIL and thereby said Company becomes the
Subsidiary Company.
During the year, the Company has acquired 10,000 equity shares of Rs. 10
each amounting to Rs. 1 Lacs each of Goodluck Renewable Energy Resources
Private Limited and Delta Hospitality & Leisure Private Limited
(earlier known as PLL Delta Hotels Private Limited).
- Disinvestments:
The Company disinvested 1,38,00,000 equity shares ofRs. 10/- each
amounting to Rs. 1,380 Lacs of its Subsidiary Company namely AAA Aviation
Private Ltd, thereby the said Company ceased to remain subsidiary of
the Company.
The Company disinvested 10,000 equity shares ofRs. 10/- each amounting to
Rs. 1 Lacs of its Subsidiary Company namely Goodluck Renewable Energy
Resources Private Limited, thereby the said Company ceased to remain
subsidiary of the Company.
Under corporate restructuring plan, the Company has transferred shares
of following directly owned Subsidiaries Companies to its wholly owned
Subsidiaries Companies at cost and thereby it becomes step down
subsidiaries;
a. Highstreet Cruises & Entertainment Private Limited
b. Delta Hospitality & Entertainment Private Limited
c. Richtime Realty Private Limited
d. Delta Hospitality & Leisure Private Limited
Under corporate restructuring plan, the Company has transferred shares
of 1,60,29,946 equity shares of Rs. 2/- of Advani Hotels & Resorts
(India) Limited to its subsidiary company at Rs. 39 per share as per SEBI
Order dated 10th February, 2011. In standalone fnancial, company has
booked loss of Rs. 2,559.55 Lacs.
f) Employee Stock Option Plan
i) During the year, the Company has granted Employee Stock Options to
employees of the Company and Subsidiaries.
ii) Salient Features
The options are granted at the price determined by the Compensation
Committee. Each option entitles the holder to exercise the right to
apply for and seek allotment of one equity
iii) Method of Accounting of ESOP
The Company has adopted the Intrinsic Value-based method of accounting
for stock options to the employee of the company and subsidiaries. The
difference between the intrinsic value and the exercise price is being
amortized as employee compensation cost over the vesting period. For
the year ended March 31, 2011 the Company has recorded stock
compensation expense of Rs. 196.82 Lacs (previous year Rs. Nil).
iv) Method and assumption used to estimate the fair value of options
granted during the year;
g) Related Party Disclosures
(A) Related parties and transactions with them during the year as
identifed by the Management are given below:
(i) Parties where control exists
Subsidiaries:
- AAA Aviation Private Limited (AAPL) (till 13.09.2010)
- Advani Pleasure Cruise Company Private Limited (APCCPL) (from
20.09.2010)
- Delta Adventures and Entertainment Private Limited (DAEPL)
- Delta Holding (USA) Inc. (DHUSA)
- Delta Hospitality & Leisure Private Ltd (DHLPL) (from 30.04.2010)
- Delta Hospitality and Entertainment Private Limited (DHEPL) (till
25.05.2010)
- Delta Leisure and Entertainment Private Limited (earlier known as
Delta Cruises and Entertainment Private Limited) (DLENPL)
- Delta Lifestyle and Entertainment Private limited (DLEPL)
- Delta Offshore Developers Ltd (DODL) (from 15.12.2010)
- Delta Pan Africa Limited (DPAL)
- Goodluck Renewable Energy Resources Private Limited (GRERPL) (from
08.09.10 to 20.01.11)
- Highstreet Cruises & Entertainment Private Limited (HCEPL) (till
15.05.2010)
- Richtime Realty Private Limited (RRPL) (till 15.05.2010)
Step down Subsidiaries / LLPS:
- AAA Township Private Limited (AAATPL)
- Aman Infrastructure Private Limited (AIPL) (from 24.11.2010)
- Argyll Hotels Private Limited (AHPL) (from 24.11.2010)
- Caravella Casino (Goa) Private Limited (CCGPL) (from 23.09.2010)
- Coastal Sports and Ventures Private Limited (CSVPL)
- Delta Corp East Africa Limited (DCEAL)
- Delta Hospitality and Entertainment Private Limited (DHEPL) (from
26.05.2010)
- Delta Square Limited (DSL)
- Highstreet Cruises & Entertainment Private Limited (HCEPL) (from
15.05.2010)
- Kaizan LLP (KLLP) (From 10.08.2009)
- Marvel Resorts Private Limited (MRPL) (from 21.02.2011)
- Richtime Realty Private Limited (RRPL) (from 15.05.2010)
- Samarpan Properties and Construction Private Limited (SPCPL)(from
18.03.2011)
- Samarpan Township Private Limited (STPL) (from 14.03.2011)
- Shree Mangesh Realty Private Limited (SMRPL) (from 10.03.2011)
- Victor Hotels and Motels Limited (VHML)
Joint Venture:
- Highstreet Riviera Leisure (Goa) Private Ltd (HRLGPL) (through its
Subsidiary Company DLEPL)
(ii) Individuals owning directly or indirectly an Interest in the
voting power that gives them signifcant infuence:
- Mr. Jaydev Mody (JM) - Chairman
- Mrs. Zia Mody (ZM)
(iii) Key Management Personnels:
- Mr. Ashish Kapadia (AK) – Managing Director
- Mr. Hardik Dhebar (HD) - Group C.F.O.
(iv) Enterprises over which persons mentioned in (ii) and (iii) above
exercise signifcant infuence:
- Aarti Management Consultancy Private Limited (AMCLP)
- Aarti J Mody Trust
- Aditi Management Consultancy Private Limited (ADMPL)
- Aditi J Mody Trust
- Anjoss J Mody Trust
- Anjoss Trading Private Limited (ATPL)
- Arrow Textiles Limited (ATL)
- AZB & Partners (AZB)
- Dacapo Brokerage India Private Limited (DBIPL)
- Delta Magnets Limited (DML)
- Freedom Aviation Private Limited (FAPL)
- Freedom Registry Limited (FRPL)
- J M Realty Management Private Limited (JMRMPL)
- J M Township Real Estate Private Limited (JMTPL)
- Peninsula Facility Management Services Private Limited (PFMS)
- Peninsula Land Ltd (PLL)
h) Employee Benefts
Disclosure required under Accounting Standard – 15 (revised 2005) for
employee benefts are as under:
i) The Company has recognized the expected liability arising out of the
compensated absence and gratuity as at 31st March, 2011 based on
actuarial valuation carried out using the Project Credit Method.
i) Disclosure required by clause 32 of the Listing Agreement and as per
Section 370 (1B) of Companies Act, 1956
Amount of Loans and Advances in the nature of Loans outstanding to
Subsidiaries /Step down Subsidiaries / Associates etc.
b) Investment by the loanee in the share of the Company
None of the loanees and loanees of subsidiary companies has, per se,
made investments in shares of the Company.
During the year Company has sold the Delta Plaza, immovable property at
Prabhadevi, Mumbai and hence disclosure about future minimum lease
income from Delta plaza is not given.
The Company has taken Bareboat - M. V. Caravela from Waterways Shipyard
Private Limited which is sub lease to its subsidiary - Advani Pleasure
Cruises & Entertainment
k) Deferred Tax & MAT Credit Entitlement
(i) Deferred Tax
In accordance with Accounting Standard 22 Accounting for Taxes on
Income issued by the Institute of Chartered Accountants of India, the
Company has accounted for Deferred Tax during the year. |