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Sayaji Hotels

BSE: 523710|NSE: SAYAJIHOTL|ISIN: INE318C01014|SECTOR: Hotels
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Mar 16
Notes to Accounts Year End : Mar '18

A. Reporting entity

Sayaji Hotels Limited (SHL” or the “Company”), is a company domiciled in India and limited by shares (CIN: L51100GJ1982PLC005131). The shares of the company are publicly traded on Bombay Stock Exchange of India Limited. The address of the Company’s registered office is F1 C2 Sivavel Apartment, 2 Alagappa Nagar, Zamin Pallavaram, Chennai Tamil Nadu - 600117 The Company is primarily engaged in the business of owning, operating & managing hotels.

The Financial Statements for the year ended 31st March, 2018 were approved by Board of Directors and authorized for issue on 30th May, 2018.

B. Basis of Preparation

1. Statement of Compliance

These Separate Financial Statements are prepared on accrual basis of accounting and comply in all material aspects with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and subsequent amendments thereto, the Companies Act, 2013 (to the extent applicable), applicable provisions of the Companies Act, 1956. These are Company’s first Ind AS compliant financial statements and Ind AS 101 ‘First Time Adoption of Indian Accounting Standards’ has been applied.

For all period upto and including 31st March 2017, the company prepared its financial statements in accordance with Generally Accepted Accounting Principles (GAAP) in India, accounting standards specified under Section 133 of the Companies Act, 2013, the Companies Act, 2013 (to the extent notified and applicable), applicable provisions of the Companies Act, 1956. The Company followed the provisions of Ind AS 101 in preparing its opening Ind AS Balance Sheet as on the date of Transition, viz. 1st April

2016. Some of the Company’s Ind AS Accounting policies used in the opening Balance sheet are different from its previous GAAP policies applied as at 31st March 2016, accordingly the adjustment were made to restate the opening balance as per Ind AS. The resulting adjustment arose from events and transaction before the date of transition to Ind AS. Therefore, as required by Ind AS 101, those adjustments were recognized directly through retained earnings as at 1st April 2016. This is the effect of the general rule of the Ind AS 101 which is to apply Ind AS retrospectively.

An Explanation of how the transition to Ind AS 101 has affected the reported financial position, financial performance and cash flows of the Company is provided in note.

2. Basis of measurement/Use of Estimates

(i) The Financial Statements are prepared on accrual basis under the historical cost convention except certain financial assets and liabilities (including derivatives instruments) that are measured at fair value. The methods used to measure fair values are discussed in notes to financial statements.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

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.

(ii) The preparation of financial statements requires judgments, estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Difference between the actual results and estimates are recognized in the period in which the results are known/ materialized. Major Estimates are discussed in Part C.

3. Functional and presentation currency

These financial statements are presented in Indian Rupees (INR), which is the Company’s functional currency. All financial information presented in INR has been rounded to the nearest Lakhs (upto two decimals), except as stated otherwise.

4.1 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. The company declares and pays dividends in Indian rupees. The dividend proposed, if any, by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended 31st March 2018, the amount of per share dividend recognised as distributions to equity shareholders was Rs. Nil (31 March 2017, Rs. Nil; 1 April 2016 Rs. Nil)

*(Share transmission is pending in the name of legal heirs)

As per records of the company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

4.2 Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the year :-

4.3 Preference Share Capital issued by the company are treated as Compound Financial Instruments in terms of Ind AS 32- Financial Instrument: Presentation. Accordingly same is classified as other equity and borrowings. Necessary disclosures are given in note no. 20 & 21

5.1 That during Financial year 2014-15 company had issued 10,00,000, 10% Cumulative Redeemable Preference Shares of Rs. 100/- each at a premium of Rs.50/- each. Out of above, pending 83338 shares were subscribed & paid up during the year 2015-16.

5.2 That above shares are to be redeemed within five years from the date of issue of same, at the rate of Rs. 220/- per preference share.

5.3 These shares are in the nature of compound financial instruments. And so they are bifurcated into equity and liability component in accordance with Ind AS 32. Equity component is computed as below:

5.4 That above Preference share holders are having preference over payment of dividend to equity share holders and accordingly arrears of preference dividends is required to be cleared before payment to Equity Share holders. And on the date of Balance Sheet, dividend on preference shares for more than 3 years are in arrears. And accordingly vide Second Proviso to Section 47(2) of the Companies Act, 2013, in case company is unable to pay dividend on preference shares for two years or more then such class of preference shareholders shall have a right to vote on all the resolutions placed before the company.

6.1 Unsecured loans have been netted from the instalments falling due within twelve months after the reporting date. Breakup of amount due within 12 month and after 12 months and summarized outstanding position is as under:

6.2 NATURE OF SECURITIES AND TERMS OF REPAYMENT OF EACH LOAN

6.2.1 Secured Term Loan from bank includes term loans outstanding from State Bank of India, Axis Bank Ltd, State Bank of Mysore, HDFC Bank Ltd & ICICI Bank Ltd.

6.2.2 Term loans outstanding of State Bank of India include term loans account and corporate loan. Loan are secured by way of mortgage of land & building at Indore hotel, Amber garden Indore,Vadodara & Pune & hypothecation of movables, present & future except stocks of food beverages, operating supplies, stores,spares, book-debts (excluding credit card receivables), bills etc. offered to the bankers for securing the working capital finance. The terms of repayment of all term loans of State Bank of India is on quarterly basis and corporate loan is monthly basis & interest is payable on monthly basis.

6.2.3 Term loans outstanding of Axis Bank Ltd include term loans account and corporate loan. Term loan outstanding is secured by way of first charge on Company’s entire fixed assets, present & future, ranking parri passu with other existing term lenders. The term of repayment is on quarterly basis for term loan and monthly basis for corporate loan & interest is payable on monthly basis.

6.2.4 Term loan outstanding of State Bank of Mysore was secured by way of mortgage of land & building at Indore, Vadodara & Pune & hypothecation of movables, present & future, except stocks of food beverages, operating supplies, stores, spares, book-debts (excluding credit card receivables), bills etc. The term of repayment of the term loan was on quarterly basis & the interest was payable on monthly basis, however same was repaid during the year 2016-17 under review.

6.2.5 Term loan outstanding of ICICI Bank Ltd. was secured by way of mortgage of land & building at Indore, Vadodara & Pune & hypothecation of movables, present & future, except stocks of food beverages, operating supplies, stores, spares, book-debts (excluding credit card receivables), bills etc. The term of repayment of the term loan is on quarterly basis & the interest is payable on monthly basis. Further secured by pledge of 30.00 Lakhs Equity Shares of Company held by Promoters. However the said term loan was repaid during the year 2016-17 under review.

6.2.6 Vehicle loans outstanding from HDFC Bank and ICICI Bank is secured by way of hypothecation of the specific vehicles financed by bank.

6.2.7 Secured term loans from Financial Institutions & others includes term loan outstanding of Tourism Finance Corporation of India Ltd(TFCIL) and Aditya Birla finance Limited.

6.2.8 Term loan outstanding from TFCIL is secured on pari-passu basis by way of mortgage of land & building at Indore, Pune & Vadodara & hypothecation of the movables, present & future, except stocks of food beverages, operating supplies, stores,spares, book-debts (excluding credit card receivables), bills etc. And by way of Mortgage of lease hold right of Amber Garden, Indore along with building Structure thereon and first charge by way of hypothecation of movables of Bhopal Club project, Bhopal. The term of repayment of the term loan is on quarterly basis & the interest is payable on monthly basis, This loan is personally guaranteed by Smt Suchitra Dhanani.

2.2.9 Corporate loan outstanding from Aditya Birla year is secured by first pari passu Charge with existing term lender by way of mortgage of land and building at Indore, Amber Garden, Pune and Vadodara and Hypothecation of the plant and machinery and other movable fixed assets of company (present and future except vehicles Funded through Vehicle Loan). The term of repayment of principal and interest is on monthly basis.

2.2.10 Loan outstanding from Magma Fincorp Limited is unsecured loan. Repayment is being made on EMI basis. Post dated cheques has been given for all instalments. However the said term loan was repaid during the year 2016-17 under review.

2.2.11 Loan outstanding from Bajaj Finance Limited is unsecured loan. However, secured by way of shares owned in other companies by Mr. Raoof Razak Dhanani.

* During year 2016-17, company has received Capital Subsidy under M.P. Tourism Policy, 2010 (as amended in 2014) amounting to Rs. 729.93 Lakhs against its “Amber Convention Centre”, Indore. As per AS-12 “Accounting for Government Grants”, the above subsidy is treated as deferred income and is recognised in profit and loss account on a systemmatic and rational basis over the useful life of assets. Such allocation has been made over the periods and in proportions in which depreciation on “Amber Convention Centre” is charged.

3.1 Working capital facilities include Cash Credit Facilities from State Bank of India outstanding Rs. 8.07 Lakhs (31 March 2017, Rs. 377.54 Lakhs; 1 April 2016 Rs. 411.07 Lakhs) & Axis Bank outstanding Rs.250.07 Lakhs (31 March 2017, Rs. Nil; 1 April 2016 Rs. 79.60 Lakhs), both of which are secured by first charge by way of hypothecation of stocks of food, beverages, operating supplies, stores, spares, book-debts (excluding credit card receivables), bills etc. of the company and also by way of a second charge on the immovable properties of the company at Indore, Baroda and Pune.

3.2 Loans from related parties & others includes loan from directors & associate companies.

4.1 Details of dues to micro and small enterprises as defined under the MSMED Act, 2006 The principal amount and the interest due theron remaining unpaid to any supplier as at the year end:

4.2 Trade Payable having scheduled payment beyond 12 months after reporting date Rs. Nil (31 March 2017, Rs. Nil; 1 April 2016 Rs. Nil)

4.3 Includes amount payable to Barbeque Nation Hospitality Limited, against Royalty Payment Rs. Nil (31 March 2017, Rs. Nil; 1 April 2016 Rs. 42.79 Lakhs)

5.1 Advances received from customers includes advances against future bookings for functions to be held in next 12 months.

5.2 Statutory dues includes GST, VAT, luxury tax, TDS, service tax & other statutory payables.

5.3 Other current liabilities includes rent payable, interest payable and staff dues.

Interest expense includes interest paid on term loans & vehicle loans. Interest on others includes interest on unsecured loans credit facilities. Other expenses includes bank charges, processing fees & upfront fees of loans. Other borrowing cost includes forward premium.

*Stores & operating supplies includes crockery & cutlery, linen & other consumables etc.

**Other Operating Expenses includes house keeping & upkeeping expenses, expenses for F&B operations & club.

Note 6 : Disclosure as per Ind AS-8, 2 Standards issued but not yet effective :

Ind AS 115 Revenue from Contracts with Customers’

On 28 March 2018, Ministry of Corporate Affairs (MCA) has notified the Ind AS 115, ‘Revenue from Contract with Customers’.The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further, the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The standard permits two possible methods of transition:

Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 - Accounting Policies,Changes in Accounting Estimates and Errors.

Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach)

The effective date for adoption of Ind AS 115 is financial periods beginning on or after 1st April 2018.The Company will adopt the standard on 1st April 2018 by using the cumulative catch-up transition method and accordingly comparatives for the year ending or ended 31st March 2018 will not be retrospectively adjusted. The Company is evaluating the requirements of the amendment and the effect on the financial statements is being evaluated.

Appendix B to Ind AS 21, Foreign currency transactions and advance consideration :

On 28 March 2018, MCA has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency.

The amendment will come into force from 1st April 2018. The Company is evaluating the requirements of the amendment and the effect on the financial statements is being evaluated.

Note 7 : Disclosure as per Ind AS-17, Leases

The Company has taken certain hotels on non-cancellable operating lease.

As required under the Ind AS-17 on ‘Leases’, lease payments recognized for the year and the future minimum lease payments are as follows:

Operating Leases Lease as Lessee

The Company has taken land on operating lease. The lease of hotel properties are generally long term in nature with varying terms and renewal rights expiring within five years to one hunderd & ninety eight years. On renewal, the terms of the leases are renegotiated. The total lease rent paid on the same is included under Lease Rent forming part of Other Expenses (Refer note no Note 36:).

Financial Leases Lease as Lessee

The company acquires land on leasehold basis for a period generally ranging from 25 years to 99 years from the government authorities which can be renewed further based on mutually agreed terms and conditions. The leases are non cancellable. These leases are capitalised at the present value of the total minimum lease payments to be paid over the lease term. Future lease rentals are recognised as ‘Finance lease obligation’ at their present values. The leasehold land is amortised considering the significant accounting policies of the company.

Note 8: Disclosure as per Ind AS-19, Employee benefits

(a) Defined benefit plan

The Company makes annual contributions to the Employee’s Group Gratuity scheme of the SBI Life Insurance Co. Ltd., a funded defined benefit plan for the qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment as per the terms of the scheme. Vesting 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 status of the funded gratuity plan and the amounts recognized in the company’s financial statements as at March 31, 2018:-

Note 9 : Disclosure As per Ind AS-21, The Effects of Changes in Foreign Exchange Rates

Foreign Currency transactions relating to monetary assets and liabilities as at the year end translated as per accounting policy, resulted in net gain of Rs.12.21 Lakhs (PY Rs. 21.64 Lakhs) which has been accounted under relevant heads in Statement of Profit and loss.

Note 10 : Disclosure as Per Ind AS-24, Related Party Disclosure

List of Related Parties

1 Subsidiary Companies

Aries Hotels Pvt Ltd

Malwa Hospitality Pvt Ltd

Sayaji House Keeping Services Ltd

2 Associate Companies

Barbeque-Nation Hospitality Limited

3 Key Management Personnel

Mr. Raoof Razak Dhanani Managing Director

Mr. Kayum Dhanani Director

Mrs. Suchitra Sajid Dhanani, Whole Time Director

Mr. Sandesh Khandelwal Chief financial officer

Mr. Amit Sarraf Company Secretary

Mr. T.N. Unni Independent Director

Mr. Abhay Chintaman Chaudhari Independent Director

Mr. Pradeep Goyal Independent Director

Mr. Sanjay Ahuja Nominee Director, TCFI

4 Enterprises where Key Management Personnel has control /Interest

S S Management

S.N. Travels Winner Hotels Pvt Ltd Trans Agro India Pvt Ltd A.R. Hospitality Pvt .Ltd.

Vicon Imperial Pvt. Ltd.

Tungabhadra Fertilizer &Chemical Co. Ltd Prinite Hospitality Pvt Ltd

5 Relatives of KMPs

Zuber Y Dhanani Azher Y Dhanani Saba R Dhanani Sadiya R Dhanani Sara K Dhanani Sanya S Dhanani Rizwan R Sheikh Versha Khandelwal

Note 11 : Movement of provision as per Ind AS-37, Provisions, Contingent Liabilities and Contingent Assets

I Contingent Liabilities not provided for

(i) Guarantee given on behalf of other companies Rs 6873.60 Lakhs (P.Y Rs 6873.60 Lakhs). This includes Guarantee given to State Bank of India on Behalf of Barbeque-Nation Hospitality Ltd amounting Rs 4,000 Lakhs (P.Y 4000 Lakhs),guarantee given to Axis Bank Ltd on Behalf of Sana Hospitality Services Pvt .Ltd amounting to Rs 421.82 Lakhs (P.Y Rs 421.82 Lakhs), guarantee given to State bank of India on Behalf of Malwa Hospitality Pvt .Ltd amounting to Rs.2400 Lakhs (P.Y. 2400 Lakhs) & HDFC Bank Ltd RS.51.78 Lakhs(P.Y. 51.78 Lakhs) Outstanding balance of loan there against for the year ended 31st March, 2018 from SBI is Rs.1925.33 Lakhs (P.Y 3046.12 Lakhs) ,Axis Bank Ltd is Rs. 44.52 Lakhs (P.Y 123.34 Lakhs) and from HDFC bank Ltd. RS 5.90 Lakhs (P.Y. 20.30 Lakhs)

(ii) Disputed statutory liabilities in respect of service tax not provided for:

(A) In Respect of indore hotel, for the period from 01.03.05 to 31.03.09 the Hon’ble Tribunal has passed the order against the Company after giving the benefit of abatement and waiver of penalty imposed in the order passed by Learned Commissioner.Tax demand of Rs 175.01 Lakhs is pending as per the Tribunal’s orderCompany has challenged said order before Indore bench of Hon’ble High Court of MP and got interim stay ofthe demand. Interest liability will also arise in case of unfavorable decision. (P.Y. Rs.175.01 Lakhs)

(B) In Respect of indore hotel, for the period from 01.04.09 to 31.03.11 the Commissioner has passed the order against the Company without even considering the benefit given by the Hon’ble Tribunal in its prior order. Tax demand of Rs. 400.37 Lakhs has been raised alongwith equal amount of penalty. Company has challenged said order before Hon’ble Tribunal & Hon’ble Tribunal has disposed the appeal without giving any relief vide order dated 15.02.2017. Company has challenged said order before Indore bench of Hon’ble High Court of MP and got interim stay. Had the benefit of abatement & waiver of penalty given by the Hon’ble Tribunal in its prior order been considered by the Learned Commissioner, the demand would have been reduced to Rs. 139.97 Lakhs. Interest liability will also arise in case of unfavorable decision. (P.Y. Rs. 400.37 Lakhs)

(C) In Respect of indore hotel for the period from 01.04.11 to 30.06.12 the Commissioner has passed the order against the Company without even considering the benefit given by the Hon’ble Tribunal in their prior order. Tax demand of Rs 269.27 Lakhs has been raised alongwith equal amount of penalty Company had challenged said order before Hon’ble Tribunal.& Hon’ble Tribunal has disposed the appeal without giving any relief vide order dated 15.02.2017. Company has challenged said order before Honourable High Court of M.P., Indore and got interim stay. Had the benefit of abatement & waiver of penalty given the Hon’ble Tribunal in their prior order been considered by the Learned Commissioner, the demand would have been reduced to Rs. 127.98 Lakhs. Interest liability will also arise in case of unfavorable decision. (P.Y. Rs.269.27 Lakhs)

(D) In Respect of Pune hotel for the period from 01.04.09 to 30.06.12 Commissioner has passed an order againstthe company and raised a tax demand of Rs.39.27 Lakhs, company had filed an appeal before commissioner (Appeal), which is decided against the Company. Being aggrieved, Company has preferred an Appeal before the Honourable Tribunal, Mumbai. Interest liability will also arise in case of unfavorable decision. (P.Y. Rs. 39.27 Lakhs).

(E) In Respect of Varodara hotel for the period from 01.04.12 to 31.03.2015 Commissioner has passed an order against the company and raised a tax demand of Rs.2.02 Lakhs. Company had filed an appeal before Commissioner (Appeal), which is decided against company. Being aggrieved, Company has challenged said order before Hon’ble Tribunal and hearing is awaited. Interest liability will also arise in case of unfavorable decision.

(F) In Respect of Indore hotel, for the period from 01.04.10 to 31.03.15 the Commissioner has passed the order against the Company and raised a tax demand of Rs.46.05 Lakhs, company had filed an appeal before order against the Company had filed an appeal before commissioner (Appeal), which is decided against the Company. Being aggrieved, Company has preferred an Appeal before the Honourable Tribunal, Interest liability will also arise in case of unfavourable decision.

(iii) Custom duties saved against imports under EPCG scheme is Rs. 428.09 Lakhs (P.Y Rs 429.39 Lakhs)

(iv) Disputed liability of Rs 2.15 Lakhs (P.Y. 5.75 Lakhs) not provided for in respect of Income Tax TDS (AY 2009-10 and 2010-11)

(v) Disputed liability of Rs 1.09 Lakhs not provided for in respect of Income Tax (AY 2014-15) the matters are pending before CIT (Appeal) -Varodara.. and amount paid there against.

(vi) Disputed liability of Rs 108.72 Lakhs not provided for in respect of Commercial tax (FY 2013-14 & 2014-15, 2015-16). The matters are pending before Commissioner -Appeal Commercial tax ,Indore. (P.Y. Rs. 143.27 Lakhs)

(vii) Disputed liability of Rs 81.76 Lakhs not provided for in respect of Commercial tax (FY2010-11, 2011-12 & 12-13). The matter is pending before Appelate Tribunal- Commercial tax ,Indore. (P.Y. Rs. 11.47 Lakhs)

(viii) Disputed liability of Rs 10.91 Lakhs not provided for in respect of Commercial tax demand of FY 2011-12.

(ix) Disputed liability of Rs 46.39 Lakhs not provided for in respect penalty of Property tax demand (FY 2015-16, 2016-17 & 2017-18). The application is pending before Mayor-In-Council Indore Municipal Corporation Indore. (P.Y. Rs. 32.70)

(x) Arrears of Cummulative Dividend on Preference Shares & Income Tax Thereon, not paid during the Year Rs. 359.14 Lakhs (P.Y. Rs. 238.78).

(xi) In respect of the leasehold land of Indore hotel, Company has received the order on 20th dec. 2017 for cancellation of lease. SHL has challenged the said order dated 20th dec 2017 and filed writ before Indore high court. Stay has been granted by High Court .Matter is currently pending before High court and next date of hearing is 19th June 2018.

(xii) The company has received a show cause notice for Imposing penalty u/s 23E SCRA,1956 from SEBI and the matter is pending for adjudication with Adjudicating authority SEBI.

II Commitments

Estimated capital commitments not provided for Rs. Nil (P.Y. Nil Lakhs )

Note 12 : First Time Adoption of Ind AS

These financial statements, for the year ended 31st March, 2018, are the first annual Ind AS financial statements, the Company has prepared in accordance with Ind AS. For periods up to and including the year ended 31st March, 2017, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on 31st March, 2018, together with the comparative period data as at and for the year ended 31st March, 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at 1st April, 2016, the Company’s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at 1st April, 2016 and the previously published Indian GAAP financial statements as at and for the year ended 31st March, 2017.

Exemptions applied :

Ind AS 101 “First-time Adoption of Indian Accounting Standards” allows first-time adopter certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

I. Ind AS Optional Exemptions

1 Deemed cost

As per Ind AS 101, para D7AA, a first-time adopter to Ind ASs may elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind ASs, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities.

Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

2 Investment in Subsidiaries, Associates and Joint Ventures

As per Ind AS 101, para D15, the Company has elected the option provided under Ind AS 101 to measure all its investments in Subsidiaries and Associate at previous GAAP carrying value on the date of transition in its separate financial statement and used that carrying value as the deemed cost of such investments.

3 Borrowings

Ind AS 101 permits that if it is impracticable for an entity to apply retrospectively the effective interest method in Ind AS 109 ‘Financial Instruments’, the fair value of the financial liability at the date of transition to Ind AS shall be the new amortised cost of that financial liability at the date of transition to Ind AS.

4 Long Term Foreign Currency Monetary Items

As per para D13AA, a first-time adopter may continue the policy adopted for accounting for exchange differences arising from translation of long-term foreign currency monetary items recognised in the financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period as per the previous GAAP.

II. Ind AS Mandatory Exemptions

1 Classification and measurement of financial assets

As per Ind AS 101, para B8, an entity is required to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

2 Derecognition of financial assets and financial liabilities

As per Ind AS 101. para B2, a first-time adopter shall apply the derecognition requirements in Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind ASs.

3 Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP, unless there is objective evidence that those estimates were in error. Ind AS estimates as at 1st April, 2015 and 31st March, 2016 are consistent with the estimates as at the same date made in the conformity with previous GAAP . The Company made estimates for the following in accordance with Ind AS at the date of transition as these were not required under previous GAAP.

1. 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 1st April, 2016, the date of transition to Ind AS and as of 31st March, 2017.

Items requiring different treatment under Ind AS as compared to Indian GAAP

(a) Refundable Interest Free Security Deposit (Asset)

Under the previous GAAP, interest free lease security deposits (those are refundable on completion for the lease term) and other deposits were recorded at transactional values. Under Ind AS, these security deposits are recognised initially at the fair value. The difference between the fair value and the transaction value of these security deposits has been recognised as prepaid rent. Subsequently, these lease security deposits are measured at amortised cost using the effective interest rate (‘EIR’). Accordingly, Prepaid Lease Charges of Rs. 123.69 Lakhs has been recognised in other Non-Current Assets and Rs.4.38 Lakhs been recognised in Current Assets and Security Deposit has been shown at amount of Rs.12.36 Lakhs as on 1st April, 2016. Lease charges of Rs. 4.38 Lakhs has been charged to Statement of Profit & Loss and Rs.1.57 Lakhs has been credited to Statement of Profit & Loss as interest income in year 2016-17.

(b) Refundable Interest Free Security Deposit (Liability)

Under the previous GAAP, interest free lease security deposits (those are refundable on completion for the lease term) and other deposits were recorded at transactional values. Under Ind AS, these security deposits are recognised initially at the fair value. The difference between the fair value and the transaction value of these security deposits has been recognised as prepaid rent. Subsequently, these lease security deposits are measured at amortised cost using the effective interest rate (‘EIR’). Accordingly, Prepaid Lease Income of Rs. 22.01 Lakhs has been recognised in other Non-Current Liability and Rs.4.55 Lakhs been recognised in Current Liability and Security Deposit has been shown at amount of Rs.48.63 Lakhs as on 1st April, 2016. Lease income of Rs. 4.55 Lakhs has been credited to Statement of Profit & Loss and Rs.3.37 Lakhs has been charged to Statement of Profit & Loss as interest expense in year 2016-17.

(c) Transaction Cost on Borrowings

Under Indian GAAP, transaction costs incurred in connection with borrowings are charged upfront to Statement of Profit and Loss for the period/year. Under Ind AS, transaction costs are included in the initial recognition amount of financial liability and charged to Statement of Profit and Loss using effective interest method. This has resulted in decrease in borrowings with Rs. 94.90 Lakhs as on 31st March, 2017 and Finance cost for the year 2016-17 has increased by amount Rs. 4.07 Lakhs.

(d) Fair Valuation of Derivative Contract

The fair value of foreign exchange forward contracts is recognised under Ind AS which was not recognised under the previous GAAP. Under the previous GAAP forward contracts were accounted under AS 11 whereby the premium was recognised to profit and loss over the period of the forward contract. This has resulted in decrease in borrowing by Rs. 25.93 Lakhs and Prepaid expenses by Rs.6.39 Lakhs as on 1st April, 2016 and Other Current Assets Other Current Liability has decreased by Rs. 3022.23 Lakhs and Rs. 3166.95 Lakhs, respectively as on 31st March, 2017. Accordingly, Derivative liabilites has been recognised at Rs. 19.69 Lakhs and Rs.144.71 Lakhs as on 1st April, 2016 and 31st March, 2017, respectively and retained earnings as on 1st April, 2016 has decreased by Rs.0.15 Lakhs and Finance Cost for the year 2016-17 has decreased by Rs. 0.71 Lakhs.

(e) Land Lease - Finance Lease

Under previous GAAP, leasehold land was capitalised at an amount equal to the upfront payments made at the time of lease. However, under Ind AS, such leases are capitalised at the present value of the total minimum lease payments to be paid over the lease term. Accordingly, total lease payments are now being recognized as “Finance Lease Obligation” at their present value. The effect of the adjustment has resulted in increase in non current financial liabilities by Rs. 17.23 Lakhs, current financial liabilities by Rs. 1.89 Lakhs towards finance lease obligations, PPE by Rs. 16.78 lakhs, Accumulated Ammortisation by Rs. 197.73 lakhs and net reduction in retained earnings by Rs. 200.56 Lakhs as at 1st April 2016. During FY 2016-17, there was reduction in non current financial liabilities by Rs. 1.95 Lakhs towards finance lease obligations and decrease of Rs. 30.96 lakhs in PPE towards ammortisation.

(f) Preference Shares

Under Previous GAAP, preference shares were classified as Equity and were shown under shareholders’ fund. As per Ind AS 32-Financial Instruments: Presentation, every financial instrument is required to be classified as equity or liability or compound financial instrument, if it has both liability or equity component, characteristic of every instrument. The company has classified these preference shares as compound financial instrument as they are with uncertainty of payment of dividend. Equity Component has been shown in Other Equity and Liability portion has been shown in Non-current Borrowing and is meaured at amortised cost. Finance cost is charged on the liability component on the basis of Effective Interest Rate (‘EIR’). This has resulted in recognition of ‘Equity Component of Compound Financial Instrument’ in other Equity by Rs. 251.66 lakhs and Rs. 1433.24 lakhs been recognised has been recognised as Liability. The liability component is increased by finance cost which is charged as per (EIR) and accordingly retained earning as on 1st April, 2016 has decreased by Rs.184.90 lakhs and Finance cost for the year 2016-17 has increased by Rs.171.99 lakhs.

(g) Acturial Gain or Loss on Defined Benefit Plan

Both under Indian GAAP and Ind AS, the Company recognized costs related to post employment defined benefit plan on an actuarial basis. Under Indian GAAP, the entire costs, including actuarial gains and losses, are charged to Statement of Profit and Loss. Under Ind AS, remeasurements (comprising of actuarial gains or 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 excluding amounts included in net interest on the net defined benefit liability) are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through Other Comprehensive Income. Thus, the employee benefit cost is increased by Rs. 13.59 lakhs and remeasurement gain or loss on defined benefit plan has been recognized in the other comprehensive income, net of tax.

(h) Deferred Tax

“Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12-Income Taxes requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of asset or liability in the balance sheet and its corresponding tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under Indian GAAP.In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, the Company has to account for such differences. Deferred tax adjustments are recognized in correlation to the underlying transaction either in retained earnings or a separate component of equity.Accordingly, deferred tax assets as on 31st march, 2017 has decreased by Rs. 30.87 lakhs with corresponding increase in deferred tax expense for the year then ended.”

(i) Going Concern Assumption

As at the year end, the company’s current liabilities have exceeded its current assets by Rs.274.19 Lakhs primarily on account borrowings aggregating to Rs. 1412.24 Lakhs which fall due within 12 months following the balance sheet date. Management is confident of its ability to generate cash inflows from operations and raise cash from financing activities so that it would be able to meet its obligations on due dates as it has demonstrated in earlier years. On these considerations, these financial statements are prepared on a going concern basis.

(j) Other Equity

“Retained earnings as at 1 April 2016 has been adjusted consequent to the above Ind AS transition adjustments.Refer ‘Reconciliation of total equity as at 31 March 2017 and 1 April 2016’ as given above for details.”

(k) Other Comprehensive Income

Under previous GAAP, the Company has not presented other comprehensive income (OCI) separately. Items that have been reclassified from statement of profit and loss to other comprehensive income includes remeasurement of defined benefit plans and fair value gain/loss on FVTOCI equity instruments. Hence, previous GAAP profit or loss is reconciled to total comprehensive income as per Ind AS.

Note 13 : Disclosure as per Ind AS-108, Operating Segment

The Company’s only business being hoteliering, disclosure of segment-wise information is not applicable under Ind AS 108 - ‘Operating Segment’ (Ind AS-108) notified by the Companies (Indian Accounting Standards) Rules, 2015 and subsequent amendments thereto. Information about major customers

No single customer contributes more than 10% or more of the Company’s total revenue for the years ended March 31, 2018 and March 31, 2017.

Note 14 : Disclosure as per Ind AS-107, Financial Instruments A) Financial Risk Managment

The Company’s principal financial liabilities comprise Borrowings, trade payables and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include trade & other receivables, loan given, cash & cash Equivalent, Investment, deposits and derivative that derive directly from its operations.

The Company’s Financial Risk Management is an integral part of how to plan and execute its business strategies. The Company’s financial risk management is set by the Managing Board.

Company is exposed to following risk from the use of its financial instrument :

- Credit Risk

- Liquidity Risk

- Market Risk 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 resulting in a financial loss to the Company. Credit risk arises principally from trade receivables, loans & advances, cash & cash equivalents and deposits with banks and financial institutions.

Trade Receivable

“Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Trade receivables are non-interest bearing and are generally on 7 days to 45 days credit term. Credit limits are established for all customers based on internal rating criteria. Outstanding customer receivables are regularly monitored. The Company has no concentration of credit risk as the customer base is widely distributed both economically and geographically.An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on actual incurred historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low. The requirement of impairment is analysed as each reporting date.”

Other Financial Instruments and Cash & Cash Equivalents

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties who meets the minimum threshold requirements under the counterparty risk assessment process. The Company monitors the ratings, credit spreads and financial strength of its counterparties. Based on its on-going assessment of counterparty risk, the group adjusts its exposure to various counterparties. The Company’s maximum exposure to credit risk for the components of the Balance sheet as of March 31st, 2018, March 31st, 2017 & April 1st, 2016 is the carrying amount as disclosed in Note 51 (i) except for financial guarantees. The Company’s maximum exposure for financial guarantee is given in Note 48.

(iii) Provision for Expected Credit or Loss

(a) Financial assets for which loss allowance is measured using 12 month expected credit losses.

The Company has assets where the counter-parties have sufficient capacity to meet the obligations and where the risk of default is very low. Accordingly, no loss allowance for impairment has been recognised.

(b) Financial assets for which loss allowance is measured using life time expected credit losses

The Company provides loss allowance on trade receivables using life time expected credit loss and as per simplified approach.

(iv) Reconciliation of impairment loss provisions

The movement in the allowance for impairment in respect of financial assets during the year was as follows:

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 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.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company’s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

The Board of Directors is responsible for setting up of policies and procedures to manage market risks of the Company. All such transactions are carried out within the guidelines set by the risk management committee.

Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company is exposed to foreign currency risk on certain transactions that are denominated in a currency other than entity’s functional currency, hence exposure to exchange rate fluctuations arises. The risk is that the functional currency value of cash flows will vary as a result of movements in exchange rates. The comapany uses forward contracts to hedge its exposure from foreign currency fluctuations.

Foreign Currency sensitivity

The Company’s exposure to foreign currency changes for all other currencies is not material. Hence there is no major impact on company’s profit before tax due to change in the fair value of monetary assets and liabilities.

Interest Risk

Interest rate risk arises from the sensitivity of financial assets and liabilities to changes in market rates of interest. The Company is exposed to interest rate risk arising mainly from long term borrowings with floating interest rates. The Company is exposed to interest rate risk because the cash flows associated with floating rate borrowings will fluctuate with changes in interest rates.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows :

Note 15 : Capital Risk Management

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions or its business equirements. 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 equity. The Company includes within net debt, interest bearing loans and borrowings less cash and cash equivalents.

*The above excludes investments in subsidiaries and associates amounting to 1953.58 Lakhs

Note 16 : Disclosure as per Ind AS-113, Fair Value Measurement Fair Value Hierarchy

“This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the accounting standard. An explanation of each level follows underneath the table :”

(A) Specific valuation technique is used to determine the fair value of the financial instruments which include :

i) For Investments in Equity Investments- Quoted Market prices are used and for unquoted Equity Instruments best possible inputs are taken to identify the fair value.

ii) For financial liabilities (vendor liabilities, domestic currency loans) :- appropriate market borrowing rate of the entity as of each balance sheet date used.

iii) For financial assets (employee loans) : appropriate market rate of the entity as of each balance sheet date used.

(C) Inter level transfers:

There are no transfers between levels 1 and 2 as also between levels 2 and 3 during the year.

Note 17 : The company has reclassified previous year figures to conform to this year classification.

Source : Dion Global Solutions Limited
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