1) Foreign Currency Convertible Bonds
(a) The Company had allotted 1% Foreign Currency Convertible Bonds
(Euro Bonds), of Euro 60 Million on 15th September, 2005 having
maturity of 5 years and 1 day, convertible at any time up to 31st
August, 2010 into equity shares of Rs.2 each at a conversion price of
Rs. 46.65, with a fixed rate of exchange on conversion of Rs. 54.33 for
one Euro. These bonds were listed on the Singapore Exchange Securities
Trading Ltd., Singapore. Subsequently, holders of 8,600 Euro Bonds with
aggregate face value of Euro 8.60 million have exercised their right
and converted their holding into equity shares, resulting in the
allotment of 93,12,522 Equity Shares. Further, the Company had
repurchased 12,200 Euro Bonds with a face value of Euro 12.20 million.
The outstanding Euro Bonds of the face value of 39.20 million Euros
together with redemption premium were redeemed by the Company on the
maturity date i.e. 15th September 2010.
(b) The Company had allotted Zero Interest Foreign Currency Convertible
Bonds (USD Bonds), of US $ 100 million on 24th April 2007 having
maturity of 5 years and 1 day, convertible at any time up to 18th April
2012 into equity shares of Rs.2 each at a conversion price of Rs.72
(previous year Rs.72) with a fixed rate of exchange on conversion of
Rs.41.945 for one US $. These bonds are listed on the Singapore
Exchange Securities Trading Ltd., Singapore. Up to 31st March 2011,
none of the holders of these Bonds have exercised their right to
convert their holding into equity shares. Upto 31st March 2011, the
Company has repurchased 584 (Previous Year 584) Zero Coupon USD Bonds
with a face value of US $ 58.40 Million (Previous Year US$ 58.40
million). The repurchased USD Bonds have been extinguished. The
remaining US $ 41.60 Million USD Bonds, unless converted, redeemed or
repurchased and cancelled, will be redeemed on 25h April 2012 at
146.61% of the principal amount. The pro-rata premium payable on
redemption (net of tax credits) is charged to Security Premium Account.
2) Secured Loans:
a) Redeemable Non-Convertible Debentures:
i) The Company had issued on 19th December 2008, 12.5% Secured
Redeemable Non-Convertible Debentures of Rs.10 Lakhs each, aggregating
to Rs. 9,000 Lakhs redeemable at par on 18th December 2013.
ii) Debenture Redemption Reserve is created in accordance with
applicable laws and guidelines.
b) Term Loans:
i) Foreign Currency Loans of Rs.19,646 lakhs and Rupee Term Loans of
Rs.6,136 lakhs from State Bank of India, Foreign Currency Loan of
Rs.11,163 lakhs and Rupee Term Loan of Rs.3,104 lakhs from State Bank
of Mysore, Foreign Currency Loan Rs.5,458 lakhs and Rupee Term Loan of
Rs. 527 lakhs from State Bank of Travancore, Rupee Term Loan of Rs.
4,850 lakhs from State Bank of Bikaner & Jaipur, Rs. 3,565 lakhs from
State Bank of Patiala, Rs. 3,880 lakhs from State Bank of Hyderabad,
Rs. 3,102 lakhs from Federal Bank and Rs. 19,807 lakhs from Bank of
India are secured by a pari passu charge on the fixed assets of The
Leela Palace, New Delhi.
ii) Rupee Term Loan of Rs. 47,897 lakhs from Syndicate Bank is secured
by 2nd charge on the Delhi and Chennai Hotel properties.
iii) Rupee Term Loan of Rs. 10,000 lakhs from Indian Overseas Bank is
to be secured by a pari passu charge on the fixed assets of The Leela
Palace, Chennai.
iv) Rupee Term Loan of Rs. 15,000 lakhs from State Bank of India is
secured by a pari passu charge on the fixed assets of The Leela Mumbai.
v) Rupee Term Loan of Rs. 15,000 lakhs from Bank of Baroda is secured
by 2nd pari passu charge on the fixed assets of The Leela, Mumbai.
vi) Rupee Term loan of Rs. 25,000 lakhs from Bank of India and Rs.
23,000 lakhs from Union Bank of India are secured by a pari passu
charge on the fixed assets, both present and future, of the Leela Goa
and The Leela, Kovalam.
vii) Out of Foreign Currency Loan of Rs. 14,045 lakhs and Rupee Term
Loan of Rs. 7,889 lakhs from EXIM Bank, an amount of Rs. 10,840 lakhs
is secured by a 1st charge on the immovable properties of The Leela
Mumbai and Rs.7,094 lakhs is secured by a pari passu charge on the
fixed assets of the Leela Palace Udaipur and Rs. 4,000 lakhs is
secured by a Mortgage on Wind Mills as well as 1st Charge on The Leela
Mumbai.
viii) Foreign Currency Loan of Rs.76 lakhs and Rupee Term Loans of
Rs.450 lakhs from Union Bank of India are secured by a pari passu
charge on the fixed assets of The Leela Kovalam.
ix) Foreign Currency Loan of Rs.11,609 lakhs from State Bank of India,
Singapore is secured by a pari passu charge on The Leela Palace,
Bangalore.
x) Rupee Term loans aggregating to Rs. 64,957 lakhs from the Housing
Development Finance Corporation Limited are secured against pari passu
charge on the immovable properties of The Leela Palace, Bangalore.
xi) NCD of Rs. 9,000 lakhs from Life Insurance Corporation of India is
secured by a pari passu Charge on the fixed assets of The Leela Palace,
Udaipur.
xii) Term loan of Rs. 108 lakhs from HDFC Bank Limited and Rs. 889
lakhs from Kotak Mahindra Prime Limited are secured by hypothecation of
certain vehicles.
xiii) Term Loan of Rs. 1,088 lakhs from The Jammu & Kashmir Bank
Limited is secured by a pari passu charge on the immovable properties,
both present and future, of the Club Suites at The Leela Goa.
xiv) Term Loan of Rs.1,309 lakhs from Oriental Bank of Commerce is
secured by certain company owned flats.
c) Cash Credit:
Cash Credit and other Working Capital facilities from a Consortium of
Banks led by State Bank of India are secured by hypothecation of
Company’s inventories of stores and provisions, other stocks including
inventories in transit, and book debts (except the credit card
receivables), both present and future, and further secured by a pari
passu second charge on the Fixed Assets of The Leela Goa (excluding the
club suites) and the Leela Palace Kempinski, Udaipur
3) Fixed Assets:
a) Land (Leasehold) includes Development expenses, stamp duty and other
direct charges.
b) Projects-in-progress include Rs. 13,556.84 lakhs, (previous year Rs.
12,912.65 lakhs) incurred in setting up an independent tower at Mumbai
adjacent to the existing hotel, held up on account of disputes with the
Airports Authority of India (AAI) which includes royalty and interest
payable till 30th June 2007 in terms of Award passed by the Sole
Arbitrator on 17th May 2008. Computation of Royalty as Minimum
Guaranteed amount payable to AAI subsequent to the above mentioned
Award is referred to Arbitration and pending its determination, no
provision is made in the accounts. The Company is confident of settling
the dispute and completing the project.
c) Additions to Fixed Assets/ Projects in progress includes,
capitalization of borrowing cost during the year under review amounting
to Rs 35,561.29 lakhs (previous year Rs. 23,497.53 lakhs ).
4) Contingent Liabilities not provided for:
a) Estimated amount of contracts remaining to be executed on capital
account not provided for- Rs. 25,543.31 lakhs (previous year Rs.
24,068.00 lakhs).
b) Claims against the Company not acknowledged as debts Rs. 7,478 Lakhs
(previous year Rs. 1,750 lakhs).
c) Disputed Statutory Liabilities not provided for Rs. 2,184.70 lakhs
(previous year Rs. 217.00 lakhs).
d) Letter of Credit open and outstanding Rs. 3,319.12 lakhs (previous
year 610.32 lakhs).
e) Counter guarantee given to banks in respect of guarantees given by
them on behalf of the Company Rs. 160.85 lakhs (previous year Rs.128.82
lakhs).
f) The Company has made provision for leave salary on actuarial
valuation basis. This being retirement benefit, an obligation to pay
this amount might arise at the time of separation of the employees. The
breakup of the same is as under:
(Rs. in lakhs)
Nature of The Carrying Additional Amounts Unused The
Obligation amount at the provisions incurred and amounts carrying
beginning of made during charged
against reversed amount at
the period the year the
provision during the the end of
during the
period period the period
Leave
Salary 565.66 292.18 93.59 1.37 762.88
Previous (527.39) (168.14) (75.39) (54.47) (565.67)
Year
5) Loans and advances include an amount of Rs 14,365.71 Lakhs (Previous
Year Rs 12,677.72 Lakhs) recoverable from HUDCO. The Division Bench of
Delhi High Court has upheld the appeal filed by HUDCO against the order
of the Execution Court confirming the method of computation adopted by
the Company regarding interest receivable from HUDCO. The Special Leave
Petition filed by the Company in the Supreme Court against this order
of the Division Bench is pending, and the order of the Division Bench
has been Stayed.The Company has during the year under review recognised
interest income of Rs.1,687.99 lakhs (previous year Rs.2,485.88 lakhs)
from HUDCO.
6) Land and Buildings includes land measuring 4.1330 hectares and
building known as Kovalam Palace and other structures. The Kovalam
Palace (Taking Over by Resumption) Act, 2005 taking over the building
known as Kovalam Palace, appurtenant land measuring 4.1330 hectares and
other structures standing thereon has been set aside by the Kerala High
Court. The Government of Kerala has filed an appeal before a division
bench of the Kerala High Court, which has been admitted and the parties
have been directed to maintain status quo until further orders. The
possession of the Palace building is presently with the Government of
Kerala, while that of the appurtenant land together with the other
structures standing thereon is with the Company. No provision has been
made in the accounts, for the value of such land and building as the
same is not separately ascertainable and also as per the Act, the
Company is entitled to get compensation for improvements based on the
report of Commissioner specially to be appointed for this purpose.
7) Retirement benefit plans:
a) Defined contribution plans
The Company makes Provident Fund contribution to defined contribution
retirement benefit plans for eligible employees. Under the schemes, the
Company is required to contribute a specified percentage of the payroll
costs to fund the benefits. The Company recognised Rs. 381.40 lakhs
(previous year Rs.355.47 lakhs) for provident fund contributions in the
profit and loss account. The contributions payable to these plans by
the Company are at rates specified in the rules of the respective
scheme.
b) Defined benefit plans
The Company makes annual contributions to the Employees’ Group
Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of
India, a funded defined benefit plan for eligible employees. The scheme
provides for lump sum payment to eligible employees on retirement,
death while in employment or on termination of employment, an amount
equivalent to 15 days’ salary payable for each completed year of
service or part thereof in excess of six months. Eligibility occurs
upon completion of five years of service.
The present value of the defined benefit obligation and current service
cost were measured using the Projected Unit Credit Method, with
actuarial valuations being carried out at each balance sheet date. The
following table sets out the funded status of the gratuity plan and the
amounts recognised in the Company’s financial statements as at March
31, 2011:
The expected rate of return on plan assets is determined considering
several applicable factors, mainly the composition of Plan assets held,
assessed risks, historical results of return on plan assets and the
Company’s policy for plan asset management.
8) Related parties disclosures:
1. Relationships during the year:
(a) Subsidiaries:
Leela Realty Ltd (Formerly Amin Group Hotel Limited)
Leela Palaces and Resorts Ltd (Formerly Iskon Estates Pvt. Ltd.)
(b) Fellow subsidiaries:
None
(c) Associates:
1) Leela Lace Software Solutions Pvt. Ltd.
2) Leela Lace Holdings Pvt. Ltd.
3) Leela Fashions Pvt. Ltd.
4) Rockfort Estate Developers Pvt. Ltd.
5) Season Apparels Pvt. Ltd.
6) Standard Precious Alloy Industries Pvt. Ltd.
7) Elegant Eateries Pvt. Ltd.
8) L. M. Realtors Pvt. Ltd.
9) Aushim Soft Pvt. Ltd.
10) Leela Soft Pvt. Ltd.
11) Armcess Engineering Pvt. Ltd.
12) Zantho Pharmaceuticals Pvt. Ltd.
13) Leela Lace Estate Pvt. Ltd.
14) Emmel Real Estate Developers Pvt. Ltd.
15) Leela Villas Pvt. Ltd.
16) Leela Lace Info Park Pvt. Ltd.
17) Leela Constates Pvt. Ltd.
18) Leela Hospitality Pvt. Ltd.
19) Leela Realcon Pvt. Ltd.
20) Kinfra International Apparel Parks Ltd.
21) Palakkad Infrastructure Pvt. Ltd.
22) Leela Lace Builders Pvt. Ltd.
23) Vibgyour Leasing Pvt. Ltd.
24) Zillion Hotels & Resorts Pvt. Ltd.
25) Leela Capital & Finance Limited
26) Mumbai International Convention and Exhibition Centre Limited
(d) Key Management Personnel:
Whole Time Directors
Mr. Vivek Nair
Mr. Dinesh Nair
Mr. Venu Krishnan
Mr. V. L. Ganesh upto 13th November, 2010
Mr. Krishna Deshika from 17th January, 2011
(e) Relatives of Key Management Personnel:-
Capt. C.P. Krishnan Nair
Mrs. Madhu Nair
Ms. Amruda Nair
Ms. Samyuktha Nair
Ms Aishwarya Nair
9) Segment Information:
The Company’s main business is hoteliering and there is no other
reportable segment as defined under Accounting Standard 17 – Segment
Reporting (AS-17). Hence disclosure of segment-wise information is not
applicable.
10) Operating Leases:
iii) Lease rent paid / payable during the year towards employees’
accommodation is charged as Employees’ related expenses in the Profit &
Loss Account, as the agreements are made for a period of 11 months,
11) Previous year figures have been regrouped and re-arranged wherever
necessary.
12) Figures in bracket relates to previous year.
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